Cooperation Agreement

Template for B2B vehicle export cooperation · Republic of Korea

This is a draft template provided for review. It is not an executed contract and becomes effective only when signed in writing by both parties. Defined commercial terms (vehicles, prices, dates) are agreed per transaction.

1. Parties

TOPEX and the Client are each a “Party” and together the “Parties”.

2. Purpose of Cooperation

The purpose of this Agreement is to set out the general terms under which TOPEX provides vehicle sourcing, inspection coordination, export documentation and shipping coordination services to the Client in connection with the export of used vehicles from the Republic of Korea. The Client engages TOPEX as an export facilitator, sourcing partner and export coordinator. TOPEX is not necessarily the owner of the vehicles; most vehicles may be owned by Korean dealers, Korean distributors or private sellers.

3. Services Provided by TOPEX

Subject to the terms of this Agreement, TOPEX may provide the following services on a per-transaction basis as requested by the Client:

1. Locating and sourcing vehicles in the South Korean market that match the Client's specification;
2. Confirming current vehicle availability and price with the relevant supplier (Korean dealer, distributor or private seller);
3. Coordinating an optional, paid pre-purchase inspection;
4. Arranging purchase of a confirmed vehicle on the Client's instruction;
5. Preparing the standard export documentation required to export the vehicle from Korea;
6. Coordinating international shipping to the agreed destination port.

TOPEX provides coordination and facilitation services. TOPEX is not necessarily the owner of the vehicles; most vehicles may be owned by Korean dealers, Korean distributors or private sellers, and TOPEX does not represent that it owns all vehicles it sources or lists.

4. Responsibilities of the Client

1. Provide accurate vehicle specifications, destination details and any regulatory requirements of the destination country;
2. Confirm purchase instructions in writing before TOPEX commits funds on the Client's behalf;
3. Make payments on time and by bank transfer in accordance with each invoice;
4. Ensure that the import, registration and use of each vehicle complies with the laws of the destination country;
5. Satisfy itself as to the suitability of each vehicle, including through the optional inspection service.

5. Vehicle Availability Disclaimer

Vehicle availability and price are controlled by third-party suppliers (Korean dealers, distributors or private sellers) and may change at any time before purchase. TOPEX does not guarantee the availability of any vehicle before availability has been confirmed with the supplier, and a confirmed vehicle is only held once the reservation deposit has been received. TOPEX is not liable where a vehicle becomes unavailable or its price changes before purchase is completed.

6. Inspection Services

Inspection is optional and is provided only when requested and paid for by the Client. The standard inspection fee is USD 150 per vehicle. An inspection is a visual assessment only and is not a mechanical certification, a warranty or a guarantee of future condition. Hidden defects may exist, and some vehicle systems may not be accessible during inspection. The full scope and limitations are set out in the Inspection Service Terms, which form part of this Agreement when an inspection is requested.

7. Pricing and Fees

All fees are confirmed in writing per transaction before the Client is committed.

8. Payment Terms

Payments are accepted by bank transfer only. Banking details are stated on each invoice. A reservation deposit is generally required before a vehicle is removed from the market and reserved for the Client; the balance and shipping costs are payable as set out in the relevant invoice before export. Reservation deposits are generally non-refundable once the vehicle has been reserved, purchased or committed to a supplier on behalf of the Client. TOPEX does not accept cash-equivalent instruments or cryptocurrency.

9. Shipping and Logistics

TOPEX coordinates international shipping from Korea (typically the Port of Busan) to the agreed destination port. Freight rates are indicative only; sailing schedules may change; vessel availability may change; and port congestion may occur. Shipping rates, routing and schedules vary and are quoted case-by-case. Delivery timeframes are estimates only; TOPEX does not promise fixed shipping rates or fixed delivery dates. TOPEX shall not be liable for delays caused by carriers, ports, customs authorities, weather events or other force majeure events, or for any other matter beyond its reasonable control.

10. Export Documentation

TOPEX prepares the standard documentation required to export each vehicle from the Republic of Korea, which generally includes the commercial invoice, export declaration / export certificate, bill of lading and related shipping documents. TOPEX will not falsify invoices or customs/export documents, will not misstate vehicle value or specification, and will not participate in sanctions evasion or any unlawful arrangement. Import documentation and customs clearance in the destination country are the Client's responsibility.

11. Sanctions and Compliance

TOPEX complies with Korean export regulations and with applicable banking, anti-money-laundering (AML) and export-control requirements. TOPEX reserves the right to reject or decline any transaction that may violate Korean law, export-control regulations, sanctions requirements, banking compliance requirements or anti-money-laundering regulations. TOPEX does not participate in sanctions evasion, trade-restriction circumvention, document falsification, invoice manipulation or any other unlawful activity. The Client shall provide such information as TOPEX reasonably requires to satisfy these obligations.

12. Anti-Circumvention

TOPEX may introduce the Client to suppliers, dealers, distributors, exporters, logistics providers and other business contacts. In consideration of these introductions, the Client agrees that, for a period of twenty-four (24) months from the date of each introduction, it will not directly contact, negotiate with, purchase from, or otherwise conduct business with any such supplier, dealer, distributor, exporter, logistics provider or business contact introduced by TOPEX, in connection with the matters contemplated by this Agreement, without TOPEX's prior written consent. This clause is intended to protect TOPEX's legitimate business interests in the relationships it introduces and shall be applied reasonably. If any part of this clause is found to be unenforceable, the remainder shall continue to apply to the fullest extent permitted by law. This clause survives termination of this Agreement.

13. Limitation of Liability

To the maximum extent permitted by law, TOPEX's aggregate liability arising out of or in connection with any transaction shall not exceed the service fees actually received by TOPEX for that transaction. TOPEX shall not be liable for indirect, incidental or consequential loss, loss of profit, or loss arising from third-party suppliers, carriers, hidden vehicle defects or matters outside TOPEX's reasonable control. Nothing in this Agreement excludes liability that cannot lawfully be excluded.

14. Confidentiality

Each Party shall keep confidential the non-public information disclosed by the other Party in connection with this Agreement and shall use it only for the purpose of the cooperation. This obligation survives termination of this Agreement.

15. Governing Law

This Agreement is governed by and construed in accordance with the laws of the Republic of Korea.

16. Dispute Resolution

The Parties shall first attempt to resolve any dispute amicably through good-faith negotiation. Any dispute that cannot be resolved shall be submitted to the competent courts of the Republic of Korea, unless the Parties agree in writing to arbitration.

17. Termination

Either Party may terminate this Agreement by written notice. Termination does not affect transactions already in progress or accrued rights and obligations, including payment obligations and the confidentiality, compliance and anti-circumvention provisions, which survive termination.

18. Signatures