1. Definitions
2. Services
3. Payment for Services
4. Confidentiality
5. Ownership of Intellectual Property
6. Warranties
7. Force Majeure
8. Entire Agreement
9. Choice of Law; Waiver
10. General
Exhibit A. Definitions
THESE SERVICE TERMS AND CONDITIONS are made
an integral part of, and are incorporated by
reference in, the Domestic Shipment Control
Form under which Brokers Worldwide (“BWW”)
is to provide Services on behalf of Client.
BWW reserves the right to unilaterally modify
these Service Terms and Conditions at any time
without prior notice. The Service Terms and
Conditions in effect at the time of shipping
and the terms and conditions contained on the
Domestic Shipment Control Form as well as any
writing that has been executed by duly authorized
representatives of each of the parties hereto
and references and expressly incorporates the
Service Terms and Conditions shall collectively
be referred to herein as the “Agreement”.
The Agreement may not be contradicted or modified
by any oral agreement.
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1. Definitions.
Those defined terms set forth in Exhibit A
shall have the meanings ascribed to them
in such Exhibit.
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2. Services.
2.1 Services. BWW will collect the Pieces from
Client’s facility or facilities identified
on the Domestic Shipment Control Form (the “Facility(ies)”)
for delivery to the USPS according to a schedule
agreed by the parties (“Services”).
It is Client’s responsibility to ensure
that the Pieces that Client provides to BWW
for processing under the Agreement shall
qualify as “Standard Mail” under
the USPS Domestic Mail Manual then in effect.
2.2 Right to Reject Pieces. BWW reserves the
right to refuse to deliver and return to Client
any Pieces that BWW determines do not constitute
Standard Mail, or that BWW determines cannot
be delivered by the USPS (for lack of delivery
address or any other cause), (“Non-Conforming
Piece”) within a reasonable time upon
the discovery of same. Client shall reimburse
BWW for the reasonable costs and expenses associated
with returning the Non-Conforming Pieces to
Client. BWW shall not be responsible for any
costs, expenses, or liabilities arising from
a delay in delivery of or failure to deliver
any Non-Conforming Pieces.
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3. Payment for Services.
3.1 Facility(ies) Changes. BWW 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 BWW under the Agreement.
3.2 Fuel Surcharge. BWW 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 BWW, in its sole discretion, may
determine necessary.
3.3 Payment Terms. Amounts due BWW shall be
paid to BWW within 15 days of receiving the
invoice.
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4. Confidentiality.
BWW will not give or sell Client confidential
information provided to BWW hereunder to
any third party not performing Services hereunder,
except as required by law or as necessary
to provide the Services. Client will not
give or sell BWW confidential information
provided to Client hereunder to any third
party except as required by law.
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5. Ownership of Intellectual Property.
Client acknowledges and agrees that, as between
Client and BWW, BWW is and shall be the sole
and exclusive owner of all Works, any Derivative
Work based on such Works (including, without
limitation, all Intellectual Property Rights
thereto), embodied in the Services being
provided by BWW hereunder, whether now existing
or hereafter arising, and whether or not
developed for the direct or indirect benefit
or use of Client.
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6. Warranties.
6.1 Each party hereto represents and warrants
that it has all requisite corporate power
and authority to enter into the Agreement
and to carry out and perform its obligations
under the terms of the Agreement.
6.2 Client represents and warrants that it
is the sole owner of, or has all necessary
rights and permissions to, all Intellectual
Property Rights contained in or relating to
the Pieces provided by Client to BWW hereunder.
6.3 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION
6, 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.
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7. Force Majeure.
Other than the payment obligations of either
party hereto, neither party shall be held
responsible for any delay or failure in performance
for causes beyond its reasonable control,
including without limitation, acts of God,
strikes, lockouts, riots, acts of war or
terrorism, epidemics, governmental regulations
imposed after the fact, fire, power failures,
earthquakes or other disasters, natural or
otherwise.
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8. Entire Agreement.
The Agreement, including the Domestic Shipment
Control Form, these Service Terms and Conditions,
any exhibits, schedules and/or addenda attached
hereto and/or referenced herein 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 all of the
agreements and understandings between the
parties respecting the subject matter hereof
and supersedes all negotiations, conversations,
discussions, correspondence, memorandums
and agreements between the parties concerning
the subject matter hereof. The appendixes,
exhibits and schedules referenced in the
Agreement and/or attached hereto are an integral
part hereof and are incorporated herein by
this reference. The Agreement may not be
modified except by a writing signed by authorized
representatives of both parties to the Agreement.
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9. Choice of Law; Waiver.
The Agreement shall be governed by and construed
in accordance with the laws of the State
of Pennsylvania, without giving effect to
the conflict of law rules thereof. If any
part of the Agreement shall be held unenforceable,
the remainder of the Agreement will nevertheless
remain in full force and effect. A party's
waiver of a breach of any term or condition
in the Agreement shall not be deemed a waiver
of any subsequent breach of the same or another
term or condition.
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10. General.
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 BWW. There shall be no third-party beneficiaries
to the Agreement. BWW has the right to use
subcontractors or other third parties to
fulfill any of its obligations hereunder.
Sections 3.2, 4, 5, 9 and 10 of these Service
Terms and Conditions, and Sections 5, 6,
and 7 of the Domestic Shipment Control Form
shall survive the termination or expiration
of the Agreement.
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Exhibit A: Definitions.
Bound Printed Matter shall mean "Bound
Printed Matter" as defined by the then
current USPS's Domestic Mail Manual.
Business Days shall mean 7 a.m. to 7 p.m.
(EST), Monday through Friday, excluding USPS
observed holidays.
Derivative Work shall mean a work of authorship
that is based on an underlying work and that
would be a copyright infringement if prepared
without the authorization of the copyright
owner of the underlying work.
Domestic Shipment Control Form shall
mean that document entitled Domestic Shipment
Control
Form under which, together with the Service
Terms and Conditions, BWW is to provide Services
on behalf of Client.
First Class Mail shall mean "First Class
Mail" as defined by the then current USPS’s
Domestic Mail Manual.
Flat Mail shall mean "Flat
Mail" as
defined by the then current USPS’s Domestic
Mail Manual, which class of mail is not subject
to USPS First Class Mail postage rates.
Intellectual Property Rights shall mean patents,
patent applications (including continuations,
continuations-in-part, divisions, re-issues,
reexamined patents and patent applications,
and extensions thereof), copyrights, mask works,
trademarks, service marks, trade names, logos,
trade secrets, any other proprietary right(s)
residing in or derived from the foregoing,
and other intellectual property or proprietary
rights arising under the laws of any jurisdiction.
Parcel shall mean "Parcel" as defined
by the then current USPS’s Domestic Mail
Manual.
Piece shall mean a piece of Standard Mail,
which may include Flat Mail, small Parcels
under one pound, and Bound Printed Matter.
Postcard shall mean "Postcard" as
defined by the then current USPS’s Domestic
Mail Manual.
Standard Mail shall mean "Standard Mail" as
defined by the then current USPS’s Domestic
Mail Manual.
USPS shall mean the United States Postal Service.
Works shall mean, as the following relate
to the Services provided hereunder, all ideas,
inventions (whether patentable or not and whether
or not such inventions are described or claimed
in any patent or patent application), computer
programming code, in source or object code
form, works of authorship, discoveries, improvements,
designs (useful or ornamental), technical or
other information, and works subject to trademark,
copyright or patent protections.
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