EXHIBIT 10.37
UPS Consignee Billing
Contract Carrier Agreement
Consignee as the entity controlling the transportation, and United Parcel
Service. Inc., on behalf of itself and its affiliates ("UPS" or "carrier"), have
entered into the following Agreement. UPS provides contract carrier service
between all points in the United States and Puerto Rico and also provides UPS
Next Day Air, UPS 2nd Day Air, UPS 3 Day Select and Ground services. Consignee
agrees that this contract carrier service will meet its distinct needs.
Accordingly:
(1) UPS agrees to transport packages and UPS Air letter(s) tendered by
Consignee's shipper(s) and to provide transportation and additional services in
accordance with this Agreement and applicable tariffs, and the terms and
conditions as set forth in the UPS Consignee Billing Service Explanation. UPS
Consignee Billing can be used only by an authorized shipper to an authorized
Consignee. No C.O.D., Call Tag or international service will be provided.
(2) Consignee agrees to include UPS as a preferred carrier in its Routing Guide
and to authorize its shippers to make collect shipments to the Consignee under
the terms of UPS Consignee Billing.
(3) Consignee agrees to instruct its shipper(s) to follow carrier's UPS
Consignee Billing general rules and regulations set forth in the UPS Consignee
Billing Service Explanation including the use of a separate UPS Consignee
Billing Pickup Record and the placement of a UPS Consignee Billing bar-coded
label on each authorized package or letter according to the carrier's
instructions for preparing Consignee Billing packages and to pay all other
charges except the per package and per letter transportation charges, which will
be paid by the consignee. For unauthorized packages tendered by shipper(s),
Consignee agrees to instruct its shipper(s) to pay the transportation charges
shown on the then current UPS Rate Chart; and an Unauthorized Consignee Billing
Package Charge as stated on the then current UPS Consignee Billing Service
Explanation.
(4) Consignee agrees to pay the charges listed in Addendum A. Consignee agrees
that the discount levels will be subject to change every thirteen (13) weeks
upon ten (10) days written notice to the Consignee by UPS.
(5) Both parties agree to maintain the confidentiality of the rates under this
Agreement, unless disclosure is required by law.
(6) This Agreement will remain in effect for a period of one (1) year beginning
12/4/94 and from year to year thereafter, unless terminated by either party upon
seven (7) days written notice to the other, and may be amended by UPS upon ten
(10) days written notice subject to the right of the Consignee to terminate this
Agreement.
(7) With the exception of UPS's right to assign some or all of this Agreement
to its affiliates or subsidiaries, this Agreement and the Consignee's
rights and obligations hereunder are nor assignable or transferable. Any
assignment or attempt to assign, transfer or subcontract hereof without the
prior written consent of UPS shall be void and without force or effect.
(CARRIER) UNITED PARCEL
SERVICE, INC.
--------------------------------------
(Consignee Company Name)
- ------------------------------------ --------------------------------------
By Authorized Representative By Authorized Representative
- ------------------------------------ --------------------------------------
Address Title
- ------------------------------------ --------------------------------------
Billing Address
- ------------------------------------ --------------------------------------
- ------------------------------------ --------------------------------------
Dated Dated
UPS Consignee Billing
Contract Carrier Agreement
Addendum A
UPS agrees to grant the Consignee a percent discount from the then current UPS
Rate Chart for Ground Service (exclusive of UPS Hundredweight and 3 Day Select)
based on the following. Rates apply only to shipments within the 48 contiguous
states.
ZONE ZONE ZONE ZONE ZONE ZONE ZONE
2 3 4 5 6 7 8
Package Weight
01-10 lbs. 3% 3% 3% 3% 5% 5% 5%
11-20 lbs. 6% 8% 8% 8% 8% 8% 8%
21-50 lbs. 10% 10% 10% 10% 10% 10% 10%
51-70 lbs. 11% 11% 11% 11% 11% 11% 11%
71-150 lbs. 11% 11% 11% 11% 11% 11% 11%
In addition, UPS agrees to grant the Consignee a discount from or dollar amount
off the then current UPS Rate Chart for UPS Air Service (exclusive of UPS
Hundredweight) based on the following.
$2.00 Off UPS Next Day Air Letters
25% Off UPS Next Day Air Packages
$1.25 Off UPS 2nd Day Air Letters
25% Off UPS 2nd Day Air Packages
Suburban Ostomy
UPS Consignee Billing Hundredweight Pricing
Contract Carrier Agreement
Consignee as the entity controlling the transportations and United Parcel
Service, Inc., on behalf of itself and its affiliates ("UPS" or "carrier"),
hereby agree that the UPS Consignee Billing Contract Carrier Agreement effective
_______________________ is amended as follows:
UPS renders an integrated air and ground carrier service interstate between
points in the 48 contiguous United States and intrastate, where available. and
from points in the United States to other U.S. point where available, as
described in the then current UPS Hundredweight Service(R) & rate charts and UPS
Hundredweight Service guides. Accordingly:
1) UPS agrees to transport Consignee Billing ground packages tendered by
Consignee's shipper and apply UPS Hundredweight pricing when the actual
aggregate weight of all ground packages in each shipment delivered to one
Consignee at one location on the same day from the same shipper is 200 pounds or
more. Hundredweight pricing rates are based on Ground Service Tier ____________
as listed on the then current UPS Hundredweight Service(R) Multi-Tier Rate
Chart.
2) A minimum charge for a ground shipment will be based on the minimum weight
per package or minimum shipment charge, whichever is greater, as listed on the
then current applicable UPS Hundredweight Service rate chart.
3) UPS agrees to transport Consignee Billing air packages tendered by
Consignee's shipper and apply UPS Hundredweight pricing when the actual
aggregate weight of all packages in each shipment via UPS Next Day Air or UPS
2nd Day Air service delivered to one Consignee at one location on the same day
from the same shipper is 100 pounds or more. Hundredweight pricing rates are
based on the Air Service Tier ______________ as listed on the then current UPS
Hundredweight Service(R) Multi-Tier Rate Chart-
4) UPS agrees to transport Consignee Billing air packages tendered by
Consignee's shipper and apply UPS Hundredweight pricing when the actual
aggregate weight of all packages in each shipment via UPS 3 Day Selects'
service delivered to one Consignee at one location on the same day from the same
shipper is 100 pounds or more. Hundredweight pricing rates are based on the Air
Service Tier __________ as listed on the then current UPS Hundredweight
Service(R) Multi-Tier Rate Chart.
(CARRIER) UNITED PARCEL
SERVICE, INC. --------------------------------------
(Consignee Company Name)
/s/ /s/
- ------------------------------------ --------------------------------------
By Authorized Representative By Authorized Representative
- ------------------------------------ --------------------------------------
Address Title
- ------------------------------------ --------------------------------------
Billing Address
- ------------------------------------ --------------------------------------
- ------------------------------------ --------------------------------------
Dated Dated