AGREEMENT BETWEEN CARRIER AND SHIPPER
No: USSL-NAC-2025-001
Date: 25/10/2025
This Agreement Between Carrier and Shipper (hereinafter referred to as the
"Agreement") is made and entered into on this October 25, 2025, by and between:
PARTY A (THE CARRIER):
Company Name: US Shipping Lines Incorporated
Tax Code: 123456789
Address: 123 Harbor Drive, New York, NY 10001, USA
Legal Representative: Vu Thi Thuy Trang
Title: Senior Vice President Ocean Shipping
PARTY B (THE SHIPPER):
Company Name: Nippon Automobile Corporation
Tax Code: 987654321
Address: 1-1 Toyoda-cho, Toyota City, Aichi Prefecture 471-8571, Japan
Legal Representative: Tran Bao Nhi
Title: Senior Vice President of Product Placement
The Carrier and Shipper may collectively be referred to as the "Parties" and individually
as a "Party."
WHEREAS, the Carrier is in the business of providing transportation and logistics
services for shipping goods;
WHEREAS, the Shipper desires to engage the Carrier to transport goods on its behalf
according to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the Parties agree as follows:
ARTICLE 1: GOODS DESCRIPTION AND QUANTITY
1.1. Commodity: Finished passenger vehicles (completed, polished, and technically
inspected)
1.2. Total Quantity: 12,500 vehicles
1.3. Distribution: 2,500 vehicles per vessel × 5 vessels per shipment cycle
1.4. Total Volume: 162,500 cubic meters (estimated average 13 m³/vehicle)
1.5. Origin: Japan (Yokohama, Nagoya, Kobe)
1.6. Certificate of Origin: C/O Form D
ARTICLE 2: VESSELS AND TRANSPORTATION
2.1. Party A shall submit the most suitable and optimal transportation plan and route
to Party B before 17:00 on October 28, 2025.
2.2. Both parties agree to transport the goods specified in Article 1 of this Contract
with the following specific details:
- Method of Carriage: By sea.
- Means of Transport: RoRo (Roll-on/Roll-off) vessels.
- Total Engine Power: 25,000 horsepower.
- Capacity: 2,500 vehicles/ship.
- Number of Vessels: 5.
ARTICLE 3: PORTS OF LOADING AND DISCHARGE
3.1. Loading Ports: Yokohama Port, Japan (Port Code: JPYOK)
Nagoya Port, Japan (Port Code: JPNGO)
Kobe Port, Japan (Port Code: JPUKB)
3.2. Discharge Ports: Port of Los Angeles, California, USA (Port Code: USLAX)
Port of Long Beach, California, USA (Port Code: USLGB)
Port of Seattle, Washington, USA (Port Code: USSEA)
Port of Anchorage, Alaska, USA (Port Code: USANC)
The transportation shall cover four (4) destination ports in total. The handling cost of
the fourth port (Port of Anchorage, Alaska, USA) shall be shared equally between Party
A (USSL) and Party B (NAC).
ARTICLE 4: FREIGHT CHARGES AND PAYMENT
4.1. Freight Rate: Year 1 (2025-2026): USD 45.00 per cubic meter
Year 2 (2026-2027): USD 47.00 per cubic meter
Year 3 (2027-2028): USD 47.00 per cubic meter
These rates shall remain fixed during each corresponding contract year and are not
subject to escalation unless both Parties mutually agree in writing.
4.2. Total Estimated Freight:
Year 1 (2025-2026): USD 7,312,500 (162,500 m³ × USD 45.00)
Year 2 (2026-2027): USD 7,637,500 (162,500 m³ × USD 47.00)
Year 3 (2027-2028): USD 7,637,500 (162,500 m³ × USD 47.00)
4.3. Additional Charges:
Port charges at actual cost, except that the handling cost of the fourth port (Port of
Anchorage, Alaska, USA) shall be equally shared between both Parties.
Documentation fees: USD 2,500 per vessel
Bunker adjustment factor: As per current index
4.4. Payment Terms:
- Payment by irrevocable Letter of Credit (L/C)
- L/C must be issued within 15 days after contract signing
- Payment available at sight against presentation of shipping documents
- All banking charges outside USA shall be borne by Shipper
- Partial payment of up to 30 % of the total freight may be released upon vessel
departure, with the remaining 70 % payable upon delivery confirmation
4.5. Currency: United States Dollars (USD)
ARTICLE 5: DELIVERY TIMELINE AND LOCATION
5.1. Delivery Timeline: Latest Receiving Date: November 1, 2025
Estimated Time of Departure: November 5, 2025
Estimated Time of Arrival: November 20, 2025
Latest Delivery Date: November 25, 2025
5.2. Delivery Performance: Delays exceeding 7 days not due to Party B's fault or
Force Majeure shall be considered a breach of contract.
ARTICLE 6: DOCUMENTS FOR GOODS CARRIAGE
6.1. Party B must prepare a goods declaration (which must be signed and stamped for
confirmation by Party B's representative) before 48 hours relative to the time of
goods delivery.
Party B must re-declare to Party A the quantity and payload capacity of the
vehicles that can be mobilized within 24 hours prior to Party A's delivery of the
goods. If Party A does not submit a vehicle request declaration, Party B shall not
be held responsible.
6.2. Other documents, if any.
ARTICLE 7: INSURANCE REGISTRATION
After mutual agreement, both parties agree to procure insurance as follows:
Party A shall be responsible for the cost of vessel insurance with the insurance
company: Allianz Global Corporate & Specialty.
Party B shall be responsible for the cost of cargo insurance with the insurance company:
Tokio Marine & Nichido Fire [Link] the first 6 months (trial phase), Party B
shall retain the right to purchase separate All Risk cargo insurance.
ARTICLE 8: LIABILITY AND LIMITATION
8.1. Carrier's liability shall be governed by Hague-Visby Rules as supplemented by
this Agreement
8.2. Liability limit: USD 5,000 per vehicle or USD 10/kg
8.3. Time bar for claims: 10 months from delivery date
ARTICLE 9: RIGHTS AND OBLIGATIONS BOTH PARTIES
9.1. Rights and Obligations of Party A:
Has the right to request accurate information from Party B and to receive full payment
of all freight and related charges.
Shall provide the proper vessel, transport, preserve, and deliver the goods on time and
in good condition.
Shall compensate Party B for any loss or damage to goods caused during the carriage
period.
To request Party B to compensate for damages arising from breaches of the contract
agreements
9.2 Rights and Obligations of Party B:
Has the right to inspect, supervise delivery, and claim compensation in case of damage
or delay.
Shall prepare and submit all legal shipping documents, deliver goods on time, and make
full payment of freight and related costs.
To request Party A to compensate for damages arising from breaches of the contract
agreements
ARTICLE 10: PENALTIES FOR BREACH OF CONTRACT OF CARRIAGE
10.1. In case either party breaches the contract, the other party shall have the right to
claim compensation and shall be compensated for actual damages arising from such
breach.
10.2. In case of loss of goods due to the fault of Party A:
10.3. If Party A causes partial loss of the goods and Party B can replace it, Party A
must bear the cost for such lost portion.
10.4. If Party A causes total loss of the goods, Party A is obliged to compensate based
on the declared value in the transport document as agreed by both parties;
Or at a level mutually agreed upon by both parties.
10.5. In case either party breaches the delivery/pick-up time obligation, they must
compensate the other party 5% of the annual contract value.
10.6. In case either party breaches the payment obligation, they must compensate the
other party 5% of the annual contract value.
ARTICLE 11: FORCE MAJEURE
11.1. Neither party shall be liable for delays due to Force Majeure
11.2. The affected party shall notify the other party in writing within 48 hours of the
occurrence of such event.
ARTICLE 12: GOVERNING LAW AND DISPUTE RESOLUTION
12.1. Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of England and Wales.
12.2. Good Faith Negotiation: In the event of a dispute arising out of or relating to this
Agreement, the Parties agree to first attempt to resolve the dispute through good faith
negotiation.
12.3. Mediation: If the Parties are unable to resolve the dispute through negotiation,
they agree to submit the matter to non-binding mediation. The costs of mediation shall
be shared equally by the Parties.
12.4. Arbitration: If mediation is unsuccessful, either Party may submit the dispute to
binding arbitration under the rules of the London Maritime Arbitrators Association in
London. The decision of the arbitrator shall be final and binding on the Parties.
ARTICLE 13: EFFECTIVENESS OF THE CONTRACT OF CARRIAGE
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date for a term of three (3) years as specified. The parties commit to fully implementing
all terms of this Contract. The parties commit to fully implementing all terms of this
Contract.
This Contract consists of 8 pages and is made in two (02) identical copies of equal legal
validity, each party retaining one (01) copy.
ARTICLE 14: OTHERS
Changes or amendments, if any, to this Contract must be made in writing form(s) and
subjected to the approval and signature of the authorized representatives of both Parties.
For clarity, integrated logistics services (if any) require a separate Service Agreement
and shall not be added to this Master by way of an addendum.
Both parties have jointly reread the Contract, agree with the above content and consent
to sign below.
CARRIER SHIPPER
Signature Signature
Ms Vu Thi Thuy Trang Ms Tran Bao Nhi
Senior Vice President of Ocean Senior Vice President of Product
Shipping Placement
