In consideration of the Services being provided by UPS-MI hereunder, unless otherwise agreed to by the parties in a writing referencing these Service Terms and Conditions executed by duly authorized representatives of each of the parties hereto, Client shall pay UPS-MI the amount per Piece set forth Exhibit A attached hereto and expressly incorporated herein by this reference, for each Piece processed and delivered by UPS-MI to the Postal Authority hereunder.
. UPS-MI reserves the right to increase its prices in the event of any increase in Postal Authority postage rates, and any such increase will be effective as of the date the Postal Authority postage rate change is placed into effect.
. UPS-MI reserves the right to increase the prices set forth in Exhibit A hereto by providing written notice thirty (30) days in advance of the effective date of such increase. If any economic conditions or regulatory changes beyond the control of UPS-MI change UPS-MI's cost of providing Services to Client, UPS-MI may increase its prices or impose applicable surcharges including but not limited to security surcharges, to cover such increased costs. UPS-MI will make reasonable efforts to provide thirty (30) days' notice of any such increases by posting such increase on http:www.upsmailinnovations.com; however, increases may be effective immediately upon notice thereof.
UPS-MI reserves the right to change its rates or charge additional fees in the event that Client changes the mutually-agreed upon location of the Facility(ies) or identifies additional Facilities for the collection of Pieces by UPS-MI under the Agreement.
UPS-MI reserves the right to institute a fuel surcharge on some or all shipments without prior notice. The fuel surcharge will be applied to such Services and for such periods as UPS-MI, in its sole discretion, may determine necessary. The current fuel surcharge is described at http://www.upsmailinnovations.com.
UPS-MI payment terms require payment of all applicable fees, charges, surcharges, and expenses ("Charges") within seven (7) days from date of invoice. UPS -MI will invoice Client no more frequently than on a weekly basis, and invoices will reflect any balances due from any previous invoice. All payments by Client to UPS-MI shall be made by check or wire transfer to such address or bank account as set forth on the Shipment Control Form, with no right of set-off, including for any claims based on disputed invoices or claims for loss or damage, and without withholding of any taxes or other assessments or fees. All charges hereunder are exclusive of applicable federal, state, and local sales, use, excise or similar taxes or taxlike charges applicable to the Services ("Taxes"). Client shall be responsible for payment of all Taxes applicable to the Services (excluding taxes based on UPS-MI's income). If Client fails to make any payment when due under the Agreement, Client shall pay to UPS-MI a late payment fee equal to one and one-half percent (1˝%) of the total past due balance of Client's invoice or the maximum amount permitted by applicable law, whichever is less. The late payment fee is in addition to any collection costs that may be incurred by UPSMI in the final collection of charges owed by Client. Neither the assessment nor the payment of a late payment fee will (a) affect Client's responsibility to pay all charges owed, or (b) in any manner preclude UPS-MI from exercising any of its rights or remedies hereunder or under applicable law. The mailer identification number ("Mailer ID") assigned to Client by UPS-MI must only be used in connection with Pieces handled by UPS-MI and may not be used in connection with pieces handled by any other carriers. Effective December 1, 2014, if the Mailer ID is used in connection with pieces handled by another carrier besides UPS-MI, Client will be billed the postal charges at Client's contracted UPS-MI rate.
Client represents and warrants that all Pieces or other matter tendered to UPS-MI by Client do not violate any national, federal, state, provincial or local laws or regulations applicable to the Pieces or other matter. UPS-MI does not accept for transportation of any item that is prohibited by applicable law or regulation of any national, federal, state, provincial, or local government in the origin or destination country.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5, NEITHER PARTY HERETO MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. UPS-MI DOES NOT WARRANT THAT THE SERVICES BEING PROVIDED BY UPS-MI HEREUNDER WILL BE PROVIDED FREE OF OMISSIONS, ERRORS, DELAYS OR INTERRUPTIONS.
UPS-MI's liability terminates on delivery of the Pieces to the Postal Authority. Upon delivery to the Postal Authority, the Postal Authority becomes the party responsible for Client's Pieces. UPS-MI shall have no liability of any nature whatsoever arising from the acts or omissions of the Postal Authority, including without limitation, liability for any loss, miscarriage, negligent transmission, damage, delay, or failure of delivery of any Pieces or other matter. UPS-MI shall not be liable or responsible for any losses or damages due to the failure or refusal of USPS to accept Pieces. UPS-MI shall have no responsibility or liability in connection with the loss of or damage to a Piece and/or contents thereof once delivered by UPS-MI to the Postal Authority.
UPS-MI's entire liability to Client for any and all claims, causes of action, damages, losses, costs, expenses or other liabilities of any nature whatsoever incurred in connection with this Agreement or the Services, including, without limitation, any liabilities arising from any omissions, errors, delays or interruption in the Services and the preparation or delivery of any Pieces provided by UPS-MI, and attorney's fees ("Liabilities") shall, in each instance and without regard to the value of the contents of any Piece(s), be limited to the actual fees and expenses charged by UPS-MI for such Piece, not including postage fees charged to Client for the specific Service performed that gave rise to the Liability. UPS-MI shall not be liable for any misdelivery, failure to deliver, or loss or damage to any Pieces if such misdelivery, failure, or loss or damage is due to Client's error, omission or negligence. Client agrees that the foregoing limits are reasonable based on the characteristics of the Pieces and the parties' respective business interests and rates charged. For purposes of this section, if applicable to the carriage, Client expressly waives pursuant to 49 U.S.C. §14101, any rights and remedies Client may have pursuant to 49 U.S.C. § 14706(a) and (f).
Where carriage by air involves an ultimate destination or stop outside the country of origin, the rules relating to liability established by the Convention for the Unification of Certain Rules Relating to International Carriage by Air, signed at Warsaw, Poland on October 12, 1929, and any amendments thereto or the Convention for the Unification of Certain Rules for International Carriage by Air, signed at Montreal on May 28, 1999 (collectively "the Convention") may apply. The Convention governs and in most cases limits the liability of carrier in respect of loss, damage or delay to cargo. There are no stopping places which are agreed upon at the time of tender of the shipment, and UPS-MI reserves the right to route the shipment in any way it deems appropriate.
To increase UPS-MI's limit of liability for loss or damage above the amount of actual fees and expenses charged by UPS-MI (Sec. 6.1, Basic Liability) for domestic Pieces only, Client must be accepted for enrollment in the UPS-MI Enhanced Protection program, and must timely pay the corresponding charges. UPS-MI, in its sole discretion, reserves the right to supplement, amend, modify or cancel the Enhanced Protection program, including changes in pricing. Changes other than those reflected in these Service Terms will be communicated to Client, and will become effective as of the date indicated. When Client enrolls in the Enhanced Protection program, it does not receive any form of insurance. Clients desiring cargo insurance, all risk insurance, or another form of insurance should purchase such insurance from a third party.
If Client enrolls in the Enhanced Protection program and pays the applicable charge, Enhanced Protection shall apply to Customer's Pieces beyond (but not in addition to) Basic Liability, as follows:
Enhanced Protection is available only for Pieces with both a domestic U.S. origin and destination;
UPS-MI's liability with regard to each Piece terminates upon delivery by the Postal Authority to the address specified on the label affixed to the Piece;
UPS-MI's entire liability to Client as to each Piece shall be limited to the lesser of(1) $50 or (2) the lesser of the purchase price paid by Client, the replacement cost of the contents of the lost or damaged Piece or the repair cost, plus the actual fees and expenses paid by Client to UPS-MI for such Piece (including postage fees charged to Client for the specific Service performed that gave rise to the Liability). In no event shall UPS-MI's liability under Enhanced Protection exceed $50 per Piece; and
Enhanced Protection applies only to the loss of or actual physical damage to the contents of a Piece.
Specific Limits: UPS-MI's liability under Enhanced Protection shall be further limited as follows:
Checks. UPS-MI's liability for a Piece containing a check or checks is limited to the out-of-pocket cost of stopping payment on and reissuing the check(s), not to exceed $50 per Piece. In no event shall UPS-MI be liable for the face value of the check(s).
Phone Cards, Tickets, Gift Cards, and Similar. UPS-MI's liability for a Piece containing a phone card, ticket (such as event or airline ticket), gift certificate, gift card, coupon, or other similar printed matter with an exchange value is limited to the out-of-pocket cost (which shall not include any amount of the value attached to the card, certificate, or coupon, or similar printed matter) of reissuing the physical card(s), certificate(s), or printed matter, not to exceed $50 per Piece. In the event the card, ticket, gift certificate, gift card, coupon, or similar printed matter cannot be reissued, UPS-MI's liability shall be limited to face value, not to exceed $50 per Piece.
Media. UPS-MI's liability for a Piece containing documents, film, photographs (including negatives), slides, transparencies, videotapes, compact discs, laser discs, computer tapes, and media of similar nature is limited to the replacement cost of the media on which the content is recorded not to exceed $50 per Piece. In no event shall UPS-MI be responsible for loss arising from content on such media.
UPS-MI shall have no liability whatsoever under Basic Liability or Enhanced Protection, as follows:
UPS-MI shall not be liable or responsible for any losses or damages due to the failure or refusal of Postal Authority to accept Pieces.
UPS-MI shall not be liable for any misdelivery, failure to deliver, or loss or damage to any Pieces if such misdelivery, failure, or loss or damage is due to Client's error, omission or negligence, including but not limited to the failure to provide sufficient packing or cushioning or Client's use of a descriptive label or packaging which describes or otherwise indicates the nature of the contents of any Pieces.
UPS-MI shall not be liable for loss or damage due to acts of God, natural disasters, war risks, acts of terrorism, nuclear damage, acts of public authorities acting with actual or apparent authority, acts or omissions of customs or similar authorities, authority of law, the application of security regulations imposed by the government or otherwise applicable to any Piece, strikes or other labor disputes, civil unrest, disruptions in national or local air or ground transportation networks, disruption or failure of communication and information systems, or adverse weather conditions.
UPS-MI shall not be liable for loss or damage resulting from:
Insects, moths, vermin, inherent vice, deterioration, dampness of atmosphere, extreme of temperature, ordinary wear and tear, or that which occurred or arose prior to or after the course of transportation by UPS-MI;
Improper, inadequate or unsafe packaging or wrapping;
Service provided to, or on behalf of, a person or entity that obtains such services, including the delivery of property, by trick, false pretense, or other fraudulent scheme;
UPS-MI's inability, failure, or refusal to comply with a request to stop, return, or re-route shipment of a Piece after tender to UPS-MI; or
Irretrievability of data stored on any type of media, or of information including without limitation personal, health or financial information.
UPS-MI shall not be liable for loss of or damage to or arising from:
Articles of unusual value, including but not limited to coins, cash, currency, bonds, postage stamps, money orders and negotiable instruments (such as drafts, bills of exchange, or promissory notes, but excluding checks), jewelry, unset precious stones or any precious metal;
Articles that Clients are prohibited from shipping, that UPS-MI does not or is not authorized to accept for transportation, that UPS-MI states it will not accept, or that UPS-MI has a right to refuse (including hazardous materials without a contract);
Correspondence or other written materials;
Perishable commodities, to the extent the loss or damage results from exposure to heat or cold or the perishable nature of the item;
Human remains, fetal remains, human body parts, or components thereof;
Fluorescent tubes or bulbs; or
Any Piece for which UPS-MI has no record reflecting that the Piece was tendered to UPS-MI by the Client.
NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL UPS-MI BE LIABLE TO CLIENT, CLIENT'S CUSTOMERS OR ANY OTHER PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, DELAY DAMAGES, BUSINESS INTERRUPTION, OR FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT OR INCIDENTAL DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, WHETHER OR NOT UPS-MI HAD KNOWLEDGE SUCH DAMAGES MIGHT BE INCURRED.
Client will, at Client's sole cost and expense, indemnify and hold UPS-MI, its affiliates and their respective officers, directors, employees, agents, successors, and assigns, harmless from and against any and all claims, losses, damages, judgments, costs and expenses, including attorney's fees, arising out of or related to any third party claim based on personal injury, damage to tangible property, or otherwise arising from the Services performed, to the extent caused by or resulting from the actions or omissions of Client, its affiliates and/or their respective officers, directors, employees, agents, successors, and assigns.
Notice of damage to and/or loss of a shipment must be reported to UPSMI in writing within 15 days after delivery of the shipment, with the right of UPS-MI to make inspection of the shipment within 15 days after receipt of such notice, or else any claims is waived. All claims, excluding claims for overcharges which are addressed below, must be made in writing to UPS-MI within sixty (60) days after delivery of the shipment or in the case of non-delivery, within sixty days (60) after a reasonable time for delivery has elapsed. Suits shall be instituted within one year after denial of any portion of the claim. Claims under Enhanced Protection must be submitted to UPS-MI c/o UPS Capital at the following e-mail address:UPSCapitalMIClaims@ups.com.
Claims under Basic Protection or Enhanced Protection must: (1) be in writing (or an electronic communication) and must include reference to the Shipment Control Form number and date of shipment; (2) assert the liability of UPS-MI for alleged loss or damage; (3) make claim for payment of a specified or determinable amount of money; and (4) be accompanied by a copy of the original invoice or, if no invoice was issued, other proof, certified to in writing, as to the actual cost or replacement cost of the property, or extent of the damage to the property. Any suits arising from the Services shall be instituted by the earlier of one year from the denial of any portion of the claim or two years from the date of shipment, or else the right to sue shall be deemed waived. However, suits involving claims to which the Convention applies shall be instituted within two (2) years from date of arrival of the shipment at destination, or from the date the shipment should have arrived, or from the date on which carriage stopped. Where claims are not filed or suits are not instituted thereon in accordance with the foregoing provisions, such claims shall be deemed waived and will not be paid. A request for proof of delivery does not constitute the filing of a claim. For purposes of this section, pursuant to 49 U.S.C. § 14101, Client expressly waives any right or remedy it may have pursuant to 49 U.S.C. § 14706(d), and (e).
For any claim for an invoice adjustment (including, but not limited to, adjustment of charges based on an incorrect rate, or type of service, overcharge, refund due to a duplicate payment), Client must notify UPS-MI of the claim within 180 days of receiving the contested invoice, or any billing dispute is waived. A partial payment against an invoice is not considered a request for an invoice adjustment.
To the extent that UPS-MI's performance is precluded or delayed by, or Pieces are lost or damaged as a result of, a "Force Majeure Event," such performance shall be excused for the time necessitated by such Force Majeure Event, and UPS-MI shall not be responsible for damage or loss to Pieces resulting from such Force Majeure Event. "Force Majeure Event" shall mean any event beyond UPS-MI's control, including but not limited to: acts of war, terrorist acts, governmental orders relating to the foregoing, the application of security regulations imposed by a government, embargoes, acts of public authorities acting with actual or apparent authority, insurrections, riots, sabotage, natural disasters (including earthquakes or floods), acts of God, labor disputes (including strikes, lockouts, job actions or boycotts), fires, explosions, failure in electrical power, heat, light, air conditioning or communications equipment, or disruptions in air or ground transportation networks.
The Agreement, including these Service Terms and Conditions, the attached Exhibit A, and the Shipment Control Form, which are incorporated herein by reference in their entirety, and any other writing referencing and incorporating these Service Terms and Conditions and signed by duly authorized representatives of each of the parties hereto, sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement.
Except where governed by mandatory treaty, national law, or U.S. federal law, the Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to the conflict of law rules thereof. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in the U.S. District Court for the Northern District of Georgia, or in state court in the County of Fulton, Georgia, and each party hereto irrevocably submits to the jurisdiction and venue of such courts in any such suit, action or proceeding. If any part of the Agreement shall be held unenforceable, the remainder of this Agreement will nevertheless remain in full force and effect. Waiver by either party of any breach or failure to comply with any provision of this Agreement or any fuel surcharge schedule by the other party shall not be construed as or constitute a continuing waiver of such provision, or a waiver of any other breach of or failure to comply with any other provision of this Agreement.
Each party hereto agrees to comply with all applicable laws. The Agreement shall be binding upon the parties hereto, their successors and permitted assigns. Client may not assign (by operation of law or otherwise) the Agreement nor any of its interests, rights or duties hereunder without the express written consent of UPS-MI.
There shall be no third-party beneficiaries to this Agreement. UPS-MI may engage subcontractors or other third parties to fulfill any of its obligations hereunder, and such subcontractors or third parties shall have the benefit of the terms and conditions set forth in the Agreement. No such subcontractor or third party has authority to waive or vary any of these terms and conditions.
(Non-conforming pieces are billed at USPS First-Class® Rate plus a $0.48 or the Priority Mail Rate plus 12% surcharge)
(Non-conforming pieces are billed at USPS First-Class® Rate plus a $0.48 or the Priority Mail Rate plus 12% surcharge). Additional charges may apply for oversize, balloon or non-machinable Parcels including but not limited to those listed above.
*Prices apply for pieces averaging 250 cubic inches or less. *Any item exceeding 400 cubic inches will have a $1.00 surcharge applied.
Beginning April 1st, 2014, UPS-MI began requiring a minimum pickup
volume of 100 Pieces per domestic shipment pickup for each Client
location, with a "Minimum Service Fee" charged where the Client
produced less than 100 Pieces at such pickup, the Minimum Service Fee
being the difference between the total service charge amount for the
Pieces produced by the Client at such pickup and $100. Beginning
August 1st 2016, the Minimum Service Fee for domestic and
international shipment pickups respectively will be $100 per pickup for
each Client location regardless of the number of Pieces shipped.