1、inland transportationagreementbetweenzte nigeria limitedandred star express piccontract no：date: 2013-12-23signing place: lagos, nigeria;table of contentsarticle 1 definatton4artici.e 2 scope of work5articlf 3 responsibilities5artici.e 4 vehici.e requirements and cargo restrictions6articlf 5 agreeme

2、nt price6artici.e 6 payment7artiele 7 insurance7artici.e 8 representations and warranties7articlf 9 compliance with laws and regulations8artici.e 10 transit loss and accidents8articlf 11 tjabiijty to zte and third parties9artici.e 12 indemnity9article 13 ijquidated damages and penalty10artici.e 14 l

3、iens and claims10articlf 15 term and termination10artici.e 16 governing taw and arbitration11articlf 17 injunctive relief11artici.e 18 independent contractor11articlf 19 assignment and sub-agreements12artici.e 20 force majeure12artict.e 21 confidentiaijty12artici.e 22 generai, provisions13list of an

4、nexures:anncxurc 1cost schedule (format)15annexure 2 delivery order (format)錯誤！ 未定義書簽。this agreement is made on this 30 day of dec. , 2013betweenzte nigeria limited, a company incorporated under the laws of nigeria having its registered office at plot 20, udi street, osborne estate, ikoyi, lagos, ni

5、geria (hereinafter referred to as "zte"), which expression shall deem to mean and include its all successors-in-interest and assigns of the other partandred star express pic, a company incorporated under the laws of nigeria with its registered office at, lagos nigeria (hereinafter referred

6、 to as "contractor), which expression shall deem to include all its successors-in-interest and assigns of one partwhereas：a. zte is engaged in the business of manufacturing and marketing of telecommunication equipment.b. zte desires to enter into an inland transportation arrangement whereby zte

7、 will outsource the transportation service of its goods for projects being executed by zte for its customersc contractor agrees to provide such services to zte.now, therefore, in consideration of the mutual covenants herein contained, and intending to be legally bound, the parties agree as follows:a

8、rticle 1 definationfor purposes of this agreement (including recitals), the following words and terms shall have the meanings specified herein below (other words and abbreviations that have well-known technical or trade meanings are used in this agreement in accordance w讓h such recognized meanings):

9、"agreement” means this inland transportation agreement between zte and the contractor regarding the transportation of goods of please insert purpose, including all, annexurc attached hereto, as amended from time to time as provided herein;"cost schedule” shall have the form and meaning asc

10、ribed thereto in annexure b2;"delivery order (do) ” means the purchase order issued by zte to the contractor for fulfilling the obligations by the contractor as per the agreement. the delivery order shall follow the format defined in annexure bl;"delivery place” means the location where zt

11、e wishes for the goods to be delivered,"force majeure” means causes and/or conditions outside of a party's reasonable control shall include, but not be limited to, acts of god, strikes, fire, explosions, floods, earthquakes, typhoons, epidemics, wars (whether declared or un declared), gover

12、nment acts (including failure of act) (de jure or de facto), riots, revolutions, sabotage or severe weather conditions which the party claiming excuse could not have reasonable foreseen the effects of or made alternative arrangements for. strikes and other labor disputes shall only be considered as

13、causes and/or conditions outside of a party's reasonable control if (i) such a strike is of a nation wide character affecting multiple manufactures, as opposed to a strike affecting contractor only, (ii) contractor is not able to perform the obligations that contractor is precluded from as a res

14、ult of such strike, and (iii) there are no similar means or ways available, c.g transport worker strike or boycott stopping loading or discharge shall not be considered as causes and/or conditions outside of a partys reasonable control since goods may be air freighted as an alternative. neither of t

15、he parties shall be entitled to claim or declare force majeure unless the relevant government has declared the same as calamity"goods” means the equipments, cargos or materials that are to be transported by the contractor as desired by zte or delivery order;"site” means any location, inclu

16、ding but not limited to warehouses, airports, seaports, consignee5 premises, where goods are to be transported, loaded, unloaded, delivered by the contractor as designated by zte"time schedule” means the time schedule for delivery* of goods, as provided for in annexure ;"year”, "month

17、” and "day” are respectively the gregorian calendar year, month and day."zte representative means the authorized person appointed by zte in the manner having full authority delegated by zte to issue delivery orders, acknowledge receipt of good, and/or verify transportation bills/invoices;a

18、rticle 2 scope of work2.1 the contractor shall provide all the transportation and ancillary sen-ices including but not lim讓cd to the inspection, receiving, handling, and storing, loading, unloading and making appropriate arrangements for road within nigeria from airport, and/or seaport, and/or wareh

19、ouses as instructed by zte to the delivery place.2.2 time is of essence of the agrccmcnt. the contractor shall accept, handle, secure, transport and deliver the goods which form the subject matter of this agreement w讓bout delay to the deliver7 place as zte designates.article 3 responsibilities3.1 re

20、sponsibilities of zte(a) zte shall issue delivery7 orders for required services duly signed or emailed by zte representative to the contractor in advance.(b) as far as reasonably practicable and without liability on 讓s part, zte shall provide such information or help as may be reasonably required by

21、 the contractor.3.2 responsibility of contractor(a) it shall be the contractors responsibility at all material times to provide transportation of the goods, contractor shall ensure all the vehicles, equipments, and facilities arc in good condition and fulfill all safety conditions. any equipment tha

22、t does not satisfy any safety condition shall be immediately replaced by the contractor.(b) contractor shall ensure availabil讓y of vehicles in time as per the agreement or any delivery order placed by zte.(c) contractor shall register w讓h zte the names, identification card number, designations and t

23、he signature of its representatives who shall be authorized by contractor to acknowledge the receipt of goods from zte for onwards transportation. the representative's acknowledgement shall be binding on the contractor.(d) the contractor shall depute full time representative at the place as inst

24、ructed by zte whoshall be responsible for load/unload planning, dispatching of vehicles, co-ordinationand resolving all issues raised from or related to the transportation of goods.(e) the contractor shall confirm that shipment details, including but not limited to the quantity, quality, dimensions,

25、 weight of the goods, are correct at the time the contractor takes possession of the goods for onward delivery- to the delivery place. in the event of any discrepancy and/or defects in any of the items so delivered or to be delivered, the contractor shall immediately inform zte and shall further act

26、 in accordance with thejexpress instructions of zte thereof(f) contractor shall be fully liable to and shall ensure the delivery of the correct quality and quantity of goods to the delivery place designated by zte. the contractor shall verify the damages, shortages and cond讓ion of the goods at the p

27、rescribed delivery place, obtain valid pod (proof of delivery) from the consignee and provide the same to zte.(g) the contractor shall allow zte to approach from time to time any and all of its books of account, records, reports, data, etc, in relation to the performance of this agreement, in the ma

28、nner and form as required by zte for any purpose relating to this agreement, including but not limited to evaluating the contractor's compliance of and performance under this agreement, the adequacy of the contractor's performance of the obligations hereunder, and the accuracy of all expense

29、s and other amounts submitted to zte for payment.(h) contractor shall ensure that no explosives, contraband and prohibited goods arc carried or stored in the vehicles which arc used for zte's consignmcnt:.article 4 vehicle requirements and cargo restrictions4.1 the contractor undertakes to ensur

30、e that all vehicles (including tarpaulins), transporting zte goods arc in good working order and clean- zte reserves the right to refuse loading vehicles that are not road worthy, that have perforated tarpaulins or that are soiled with dust, dirt or other debris.4.2 the contractor undertakes to ensu

31、re that all vehicles do not transport other cargo whiletransporting zte goods.4.3 the contractor undertakes to ensure that zte goods are protected against spoilage from fuel,oil, and water.article 5 agreement price5.1 the agreement price shall be as set out in the cost schedule.5.2 all prices in the

32、 cost schedule shall be in elusive of freight/transportation charges, , fees, toll,fuel, manpower, land all other charges, costs, expenses and premiums that may be incurred by or payable to the contractor for the services to be provided under this agreement. the contractor is not entitled to claim p

33、ayment for any item not listed in the cost schedule.5.3 the prices as provided in the cost schedule shall apply to all road and weather cond讓ions. the contractor shall not be entitled to claim any allowance rates on this account.5.4 the prices as per the cost schedule shall remain unchanged during t

34、he term of this agreement.no escalation shall be granted on whatsoever ground, including among others, increase in the cost of fuel, spares, tires or levies. however, rates may be revised at the sole discretion of zte by virtue of the increase/decrease in the price of fuel as and when officially not

35、ified by the governmen 匸5.5 any change in delivery place not mentioned in cost schedule, the applicable prices will be that of the nearest site (with in 50 km), or shall be as mutually agreed between the parties.article 6 payment6.1 zte shall make prompt payment within 30 days from contractor subm讓t

36、ing an invoice at zteoffice together w讓h pre requisite documents specified under the agreement.6.2 the parties hereby agree that the contractor shall submit submitted the invoices within one (1)month from the date of the dispatch of consignmcnt. zte reserves the right to reject the invoices received

37、 after one (1) month from the date of the dispatch of consignment.6.3 payments are subject to deduction of all applicable income tax or other w讓hholding tax atprevalent rate &om the relevant invoices of the contractor and paid to the tax authorities, except those especially exempted by the autho

38、rities.6.4 in case of any dispute with respect to any payment amount, zte shall pay the undisputedportion promptly in accordance with the provisions of this agreement and deduct liquidated damages from payment in ease that such damage arc due to the delay of contractor. contractor and zte shall use

39、their best efforts to resolve all payment disputes as soon as practicable.6.5 any ad hoc or interim payment made by zte to contractor shall not be constructed as an acknowledgement of any liability on the part of zte.artiele 7 insurance7.1 the contractor shall procure or cause to be procured at no e

40、xpense to zte, and maintain or cause to be maintained in full force and effect, during the performance of the agreement, with reputable insurance companies acceptable to zte, insurance as set forth in the following：a) bodily injury and property damage public liability insurance；b) cargo liability in

41、surance；c) auto liability;d) personal injury and property damage liability;e) workman compensation insurance；f) any other kind of insurance which needs to be taken care of by contractor.7.2 should contractor fail to procure or maintain any of the required insurance coverage, or by any act or omissio

42、n, invalidate any of the aforementioned coverage, and then (contractor shall indemnify zte to the extent zte suffers or incurs loss, damage, liability or expense in consequence of such failure, act or omission7.3 contractor shall facilitate zte with any possible insurance claim in relation to the se

43、rvices under this agreemen匚 the contractor shall fully cooperate with the insurance surveyor in order to expedite zte's insurance claimarticle 8 representations and warrantiesthe contractor makes the following representations and warranties to zte, each of which is true and correct on the effect

44、ive date:(a) the contractor is a private limited company duly organized and registered in nigeria; thecontractor possesses all requis讓c power and authority to enter into and perform this agreement and to carry out the transactions contemplated herein; and the contractor has all legal power and autho

45、rity to own and use its properties and to transact the business in which it is engaged and holds or expects to obtain in a timely manner all franchises, licenses, and perm讓s required therefore;(b) the contractors execution, delivery, and performance of this agreement have been duly authorized by, an

46、d arc in accordance with, its articles of incorporation and by-laws; this agreement has been duly executed and delivered for it by the signatories so authorized; and this agreement constitutes the contractors legal, valid, and binding obligation;(c) contractor shall cause its personnel to maintain t

47、he highest standards of professionalism in the performance of services provided hereunder- in any event, nc讓her contractor nor any of 讓s personnel shall take any action that adversely affects the public image, goodwill, or reputation of zte. when on zte's or its customer's premises, contract

48、or shall comply with the safety practices and procedures established for those premises.article 9 compliance with laws and regulationsthe contractor, in performing its obligations under this agreement, shall at all times comply fully with all applicable federal, state, and municipal laws, ordinances

49、, orders and permits relating in any respect to the operation of its business, and “"th the rules and regulations of all regulatory- bodies having jurisdiction over contractor, and over its motor vehicles, and equipment, its employees or workers, and the transportation services provided hereund

50、er. contractor further warrants that contractor equipment used by it in its performance hereunder shall at all times conform to the requirements of this agreement and to all laws, ordinances, rules and regulations applicable to such vehicles and/or equipment. contractor shall comply “"th all ap

51、plicable laws and regulations of government authorities, and all pertinent federal, state, and municipal occupational safety, health, and environment protection laws. contractor further agrees to indemnify, defend and hold harmless zte for any loss, damage, fine, penalty or any expense whatsoever as

52、 a result of contractor's failure to comply “"th all applicable laws and regulations-article 10 transit loss and accidents10.1 the contractor solely shall be responsible for the risk, care, security, custody and control of the goods or any part thereof from point of receipt of the goods by

53、the contractor, till the same is duly delivered and received by zte or consignee at the delivery place in terms of this agreement and the instructions by zte. contractor shall be liable to zte for all freight damage or loss, in eluding but not lim 讓 cd to shortage, robbery theft pilferage, contamina

54、tion of goods, which arises from or is in connection with the negligence, gross negligence or willful misconduct of the contractor, its employees, agents, subcontractors and all others acting under the contractor's direction or control in the performance of this agreement, and the contractor sha

55、ll assume all liability to compensate the loss suffered by zte irrespective of any insurance coverage.10.2 the contractor shall provide to zte a detailed written incident report within verity-four (24) hours of discovering any freight loss, damage, shortage, or accidcnt.10.3 in ease of vehicle break

56、down, accident, robbery, theft pilferage, or any other damage to goods,contractor shall at his cost and liability undertake to salvage goods and ensure timely delivery of the same to the consignee. the contractor shall take all the necessary actions as the s讓uation may require, which shall include b

57、ut not be limited to the filing of fir (first hand incident report) at the police station closest to where such loss, accident, robbery，theft pilferage or damage had occurred, and provide all the necessary support and documents to zte.article 11 liability to zte and third partiescontractor shall be

58、liable to zte and all third parties (including but not limited to zte's customer) for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit or use arising from or in connection w讓h detention of or delay to freight or the

59、 injury to or death of any person or damage to any property) arising from or in connection with the negligence, gross negligence or willful misconduct of the contractor, its employees, agents, subcontractors and all others acting under the contractor's direction or control in the performance of this agrccmcn匚article 12 indemnity12.1 the contractor shall indemnify, defend and hold zte harmless from and against any and allliabilities, including but n