A carrier agreement is a legal contract between a customer and a carrier that outlines the terms and conditions in which the carrier provides certain services to the customer. A carrier agreement is typically between a customer and a carrier like UPS or FedEx.
Carrier agreements govern the rights and obligations of both parties as the carrier provides services such as package pick-up, transport to a facility, and delivery of packages to the customer involved in the agreement. There are many variations on this type of agreement and can be used by parties such as large companies to negotiate better rates for their business operations.
This Agreement (“Agreement”) is made and entered into by and between Provide Commerce, Inc., a Delaware corporation (“Customer”) and United Parcel Service Inc., an Ohio Company (“UPS”).
UPS will provide the pickup and delivery services (“Services”) as set forth below subject to the terms of this Agreement. These Services will be provided with the incentives (“Incentives”) as also set forth below. These Incentives shall only be available to the locations and account numbers identified in Addendum A . Account numbers of Customer and its affiliates, each of which is more than fifty percent (50%) owned by customer, and Customer’s vendors shipping specifically for Customer, may be added or deleted only by mutual written agreement by both Parties and require [***] notice to UPS to become effective. Customer is prohibited from reselling or offering Incentives to any other party without the prior written consent of UPS and failure to comply with this prohibition may result in immediate cancellation of this Agreement.
Customer acknowledges and agrees that the Incentives and the minimum rates in Addendum B are based on and derived from the most recently published UPS list rates available at www.ups.com and are subject to change based on changes to such list rates. Each eligible package (or shipment) and accessorial will receive its applicable Incentive for the term of this Agreement. Incentives are applied on [***] basis unless otherwise specified. Incentives shall be applied to prepaid outbound shipments unless otherwise noted. This Agreement will be subject to periodic review by UPS for Customer compliance.
Customer agrees to provide UPS with Timely Upload of electronic Package Level Detail (“PLD”) in a form acceptable to UPS. PLD includes, but is not limited to, consignee’s full name, complete delivery address, package weight and zone. Timely Upload is defined as the electronic transmission of PLD to UPS at the time the packages are tendered to UPS. Customer agrees to provide smart labels on all packages tendered to UPS. A smart label, as defined herein and described in the current UPS Guide to Labeling, which may be updated from time to time by UPS, includes, but is not limited to, a MaxiCode, Postal Bar Code, current UPS Routing Code, appropriate UPS Service Icon and a UPS 1Z Tracking Number Bar Code. Customer further agrees that all shipping locations will use a UPS OnLine or OnLine compatible shipping solution that is approved and authorized by UPS as such.
Customer agrees to pay for all shipments in full within [***] of receipt of invoice.
All Services provided by UPS shall be pursuant to the UPS Rate and Service Guide and UPS Tariff in effect at the time of shipping, both of which are incorporated herein by reference and which may be subject to change without notice.
Customer and UPS agree to maintain the confidentiality of this Agreement including its rates, terms and incentives (“Confidential Information”) unless disclosure is required by law. Customer agrees not to post or publicly display this Confidential Information unless required in accordance with its filings with the U.S. Securities and Exchange commission and the determination of Customer’s securities legal counsel in connection therewith.
The Incentives will remain in effect for 157 weeks. At the end of this Agreement, UPS in its sole discretion, reserves the right to extend the terms of this Agreement on a month-to-month basis. Notwithstanding, UPS and Customer agree that either party may terminate this Agreement upon 30 calendar days prior written notice.
This offer is void if not accepted by January 8, 2005 (“Deadline”). Customer may accept Agreement by providing a duly signed copy of this Agreement to UPS by the Deadline. This Agreement supercedes all other agreements between the Customer and UPS regarding these Services. This Agreement is hereby signed and executed by authorized representatives of both parties.
United Parcel Service Inc.
Provide Commerce, Inc.