Legal
Terms and Conditions – Importer of Record
1. Scope of Services
IoR & Logistics
Emerhub utilizes its local importer network to manage customs clearance, brokerage, and local transportation in Indonesia as agreed in writing.
Statements of Work (SOW)
Specific service scopes, timelines, and operational requirements will be set out in individual SOWs. The Client must provide advance written notice and accurate compliance data for all shipments.
SOW Indemnity
The Client agrees to indemnify and hold harmless Emerhub against any clearance delays, fines, or penalties resulting from the Client’s failure to provide required advance information or accurate documentation.
2. Rates, Invoicing & Tax Non-Recoverability
Payment Terms
Services are billed based on approved quotes per SOW. Invoices must be paid 100% in full via bank wire transfer prior to shipment arrival in Indonesia.
Non-Recoverable Duties
The Client acknowledges that all import duties, taxes, and clearance fees paid to Indonesian authorities are fully managed by the appointed importer and are strictly non-recoverable.
Compliance Liabilities
The Client is solely liable for any fines, penalties, or governmental levies resulting from incorrect shipment data, regulatory non-compliance, or negligence on its part.
3. Title, Ownership & Inventory Access
Ownership
Ownership of all goods remains exclusively with the Client (or its end-clients). Consignment names listed on import documentation are strictly for customs clearance purposes.
Inventory Access
The Client retains unrestricted access to its inventory and may request its removal at any time, subject to settling outstanding invoices.
Government Audits
Emerhub will promptly notify the Client of any local tax, customs, or legal inspections regarding the Client’s inventory.
4. Warranties & Indemnification
Mutual Warranties
Emerhub warrants it maintains the capacity to perform agreed SOW services. The Client warrants it holds valid title to the goods and full legal rights to import them under Indonesian law.
Indemnification
The Client will defend, indemnify, and hold harmless Emerhub from any claims, fines, tax liabilities, product liability issues, or legal actions arising from the Client’s products or delivery to end-consignees.
5. Limitation of Liability & Force Majeure
Indirect Damages
Neither party is liable for indirect, incidental, consequential, or special damages, including lost profits or business interruption.
Force Majeure
Neither party is liable for performance delays or failures caused by events beyond reasonable control (e.g., acts of God, war, civil unrest, strikes, or severe weather).
6. Confidentiality
Protection
Both parties agree to protect all proprietary and business data shared during the engagement. Confidential information will not be disclosed to third parties without prior written authorization, except as required by law.
Duration
Confidentiality obligations survive for three (3) years post-termination of this Agreement.
7. Governing law and jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of the country where the service delivery takes place. Any disputes shall be resolved exclusively in the Arbitration centers of the respective country.