Exhibit 10.2
XXXXX BUSINESS FORMS, INC.
UPS GROUND, AIR, HUNDREDWEIGHT AND SONICAIR INCENTIVE PROGRAM
CARRIER AGREEMENT
Xxxxx Business Forms, Inc. (Customer) and United Parcel Service,
Inc. (UPS) have entered into the following Agreement.
UPS is authorized to provide carrier service described herein.
Customer agrees that the terms of this Agreement include the
understanding that the Agreement is based on the distinct needs
of the Customer and that UPS will be the Customer's preferred
carrier of choice. Accordingly;
1) This Agreement, which incorporates terms and conditions
contained in the Guide to UPS Services and Tariff in effect
at the time of shipping, applies to eligible packages
tendered by the Customer at all U.S. 48 states origin
shipping locations as listed on Attachment A (Shipping
Locations), to destinations listed in the Guide to UPS
Services. Shipping Locations may be added or deleted from
this Agreement only by mutual consent.
2) Customer agrees to provide UPS daily with the shipping
record documentation as specified by UPS, including gross
charges for packages shipped. If Customer cannot supply UPS
daily with the gross package charges, charges will be based
on a calculation of total volume tendered (less service
offerings subject to incentive, e.g. Hundredweight)
multiplied by Customer's average package charge, as
determined by UPS.
3) UPS will provide the following services to Customer during
the life of this Agreement:
Assistance of:
(bullet) Dedicated National Accounts Manager
(bullet) Dedicated Customer Service telephone contact
(bullet) Dedicated UPS National Account Executive(s)
(bullet) Business activity reports
4) UPS reserves the right to charge the Customer a minimum of
$50.00 per week in addition to any other charges due to UPS,
if the Customer does not tender to UPS a minimum of fifty
packages per week. This fee may not apply provided that the
Customer notifies UPS of closings due to vacations and
holidays.
5) The discount amounts below are contingent upon the revenue
tendered to UPS by the Customer and upon the Customer
maintaining its current shipping characteristics under this
Agreement.
# Confidential information omitted and filed separately with the
Securities and Exchange Commission.
Customer further agrees that discounts do not apply to
Additional Charges which are defined as those additional and
accessorial charges set forth in the UPS Rate Charts in
effect at the time of shipping, which are subject to change
at any time.
6) With respect to Commercial Ground packages, UPS agrees to
grant the Customer discounts, per Attachment B, from the
published UPS Commercial Ground Service Rate Chart in effect
at the time of shipping, less service offerings subject to
incentive, e.g. Hundredweight. The average weekly revenue
stated will be inclusive of both commercial and residential
revenue; however, the discount will only apply to commercial
revenue.
7) With respect to UPS Ground Hundredweight packages, UPS
agrees to transport such shipments as Customer may tender to
UPS and to provide Customer such transportation and
additional services in accordance with the rules of UPS
Hundredweight Service in effect at the time of shipping.
UPS agrees to transport Ground packages tendered by Customer
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.
UPS agrees to grant the Customer the following discounts
from the published UPS Hundredweight Service Rate Chart in
effect at the time of shipping: Tier 02 less #
for shipments weighing less than, greater
than, or equal to 500 pounds. Customer further agrees that
no discount applies to Additional Charges.
A minimum charge for a UPS Ground Hundredweight Service
shipment will be the greater of either a charge based on 15
pounds per package or the UPS Hundredweight published rate
minimum for applicable tier in effect at the time of
shipping.
8) With respect to Air packages, UPS agrees to grant the
Customer discounts, per Attachment B, from the UPS published
Air Service Rates in effect at the time of shipping.
9) With respect to UPS Air Hundredweight packages, UPS agrees
to transport such shipments as Customer may tender to UPS
and to provide Customer such transportation and additional
services in accordance with the rules of UPS Hundredweight
Service in effect at the time of shipping.
UPS agrees to grant the Customer the following discounts
from the published UPS Hundredweight Service Rate Chart in
effect at the time of shipping:
UPS Next Day Air CWT: #
UPS 2nd Day Air CWT: #
UPS will apply Hundredweight pricing when the actual
aggregate weight of all air packages in each shipment
delivered to one Consignee at one location on the same day
from the same shipper is 100 pounds or more.
A minimum charge for a UPS Next Day Air, UPS Next Day Air
Saver or UPS 2nd Day Air shipment will be based on an
average weight of 10 pounds per package. The carrier will
compare UPS Hundredweight Service air rates with the then
effective corresponding single-package air rates. The
comparison will be based on the average package weight in
the shipment, and the lower rate will be charged.
If the dimensional weight of a package measuring over one
cubic foot exceeds the actual weight, the dimensional weight
of that package will be used in the calculation of the
shipment billed weight.
10) UPS agrees to provide UPS SonicAir BestFlight which is same
day, rush and other shipping services ("Services") to
Customer on an on-demand basis in accordance with the terms
and conditions of the UPS SonicAir Waybill, including
limitations of liability, all of which is incorporated
herein by reference and this Agreement. In the event of a
conflict between this Agreement and the Waybill, the
Agreement will control.
Services will be available to Customer twenty-four (24)
hours a day, seven (7) days a week, and will be performed
according to the description contained in the UPS SonicAir
Waybill.
UPS SonicAir agrees to grant Customer UPS SonicAir
BestFlight rates per Attachment C for domestic air shipments
tendered to UPS SonicAir BestFlight. Customer further
agrees no other discounts apply to UPS SonicAir BestFlight
Rates or additional charges.
UPS will calculate the transportation charges for all
locations once per week and will xxxx the Customer net after
discount.
Any and all claims must be presented in writing to UPS
SonicAir within a reasonable time and in no event longer
than ninety (90) days after a shipment is tendered to UPS
SonicAir.
11) Customer agrees to comply with the letter weight restriction
required under the Private Express Statute in its UPS Next
Day Air Saver, UPS 2nd Day Air A.M., and UPS 2nd Day Air
letters.
12) The rates, terms and conditions of this Agreement do not
apply to any shipper number used for drop shipping.
13) UPS and Customer agree that the rates, terms and conditions
of this Agreement may not be extended or resold to any third
party without prior written consent of UPS.
14) UPS will calculate the discount for all locations once per
week and will xxxx the Customer net after discount. The
incentive applied each week will be calculated using the
average weekly revenue from the previous 13 weeks, once 13
weeks have accumulated.
15) Customer agrees to supply UPS with electronic package level
detail in a form acceptable to UPS. Package level detail
includes, but is not limited to, consignee's full name,
complete delivery address, package weight and zone, and
package labeling that contains Maxicode, barcoded Zipcode
and appropriate service level icon, for every package
tendered to UPS. All shipping locations will be equipped
with an automated UPS compatible shipping system.
16) With the exception of UPS's right to assign some or all of
this Agreement to its affiliates or subsidiaries, this
Agreement and the Customer's rights and obligations
hereunder are not assignable or transferable. Any attempted
assignment or transfer hereof without the prior written
consent of UPS shall be void and without force or effect.
17) If a dispute arises out of or relates to this contract, or
the breach thereof, and if said dispute cannot be settled
through direct discussions, the parties agree to first
endeavor to settle the dispute in an amicable manner by
mediation administered by the American Arbitration
Association under its Commercial Mediation Rules, before
resorting to arbitration. If mediation is unsuccessful
after thirty (30) days, any unresolved controversy or claim
arising out of or relating to this contract, or breach
thereof, shall be settled by arbitration administered by the
American Arbitration Association in accordance with its
Commercial Arbitration Rules, and judgment upon the Award
rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof. All mediation and arbitration
shall be held in Atlanta, GA.
18) This Agreement will remain in effect for a period of four
years from the Effective Date below unless terminated at any
time by either party by written notice to the other at the
address below given at least thirty (30) days prior to any
termination date.
19) This Agreement, its Attachments, the Guide to UPS Services
and the UPS Tariff, in effect at the time of shipping,
contain all the terms and conditions agreed to by the
parties and supersede any prior agreements between the
parties with respect to UPS transportation services. The
UPS Tariff is maintained at local UPS offices and on the Web
at xxxx://xxx.xxx.xxx.
20) #
21) This contract and its provisions will be governed by and
interpreted in accordance with the laws of the State of New
York.
22) Except as otherwise provided herein, all notices, requests,
demands or other communications required or permitted to be
given or made under this Agreement shall be in writing,
submitted to the parties' addresses set forth below and
given by the UPS Document Exchange (service xxxx) service
(in which case notice shall be deemed effective on the date
of transmission); personal service, (in which case notice
shall be deemed effective on the date it is delivered); UPS
Next Day Air (registered trademark) (in which case notice
shall be deemed effective one Business Day after dispatch);
or United States certified mail, return receipt requested,
postage prepaid, (in which case notice shall be deemed
effective on the third Business Day following its placement
in the mail).
UPS and Customer may change, from time to time, their named
respective representatives and addresses for the purpose of
this section by written notice each to the other as herein
provided.
23) This Agreement shall be considered withdrawn if not signed
by both parties on or before April 14, 2000.
(Customer) XXXXX BUSINESS FORMS, INC.
By: /s/Xxxxxxx X. Xxx
-----------------------------
(An Authorized Representative)
Title: Director of Purchasing
Address: 000 X. X. Xxxx Xx.
Xxxxx, Xxxxx 00000
Date Signed: 3-29-00
(Carrier) UNITED PARCEL SERVICE, INC.
By: /s/Page Xxxxxxx
-----------------------------
(An Authorized Representative)
Title: National Account Manager
Address: 0000 XxXxxx #000
Xxxxxx, XX 00000
Date Signed: 3-29-00
Effective Date: 4-10-00
ATTACHMENT A
XXXXX BUSINESS FORMS, INC.
List of Account Numbers
OCOMPANY_NAME PICKUP_ADDRESS1 PICKUP_CITY PICKU PICKUP_P
Xxxxx XxXxxxx
AM # Xxxxx XxXxxxx 000 XXXXXXX XXX XXXXXX XX 00000
AM # Xxxxx XxXxxxx 0000 Xxxx Xx XXXXXX XX 00000
Ennis Business Forms
EN # Ennis Business Forms 0000 X XXXXXXX XX 000 XX XXXX XX 00000
EN # Ennis Imprint Paso Xxxxxx 000 XXXXXXXX XXXX XXXXXX XX 00000
EN # Admore Inc 0000 XXXXXXXXX XX XXXX XX 00000
EN # Xxxxx Business Forms 00 XXXXXXXXX XX XXXXXXX XX 00000
EN # Xxxxx Business Forms 0000 XXXXXXXX XX XXXXXXXXX XX 00000
EN # Xxxxx Business Forms Inc 000 XXXXXXXXXX XXXX XXXXXXXX XX 00000
EN # Xxxxx Business Forms 0000 XXXXXXXXXX XXXX XXXXXXXXXX XX 00000
EN # Ad More Inc 00000 XXXX XX XXXXXX XX 00000
EN # Ennis Business Form Inc 00000 XXXXXX XX 000 XXXXXXXXX XX 00000
EN # Xxxxx Business Forms X X XXX 00 XX XXXX XX 00000
EN # National Repack 000 X XXXXX XX XX XXXXXX XX 00000
EN # Ennis Business Forms 000 X XXXXXXX XX XXXXX XX 00000
EN # Ennis Business Forms 00 XXXXXXXXX XX XXXX 0 XXXXXXX XX 00000
EN # Ennis Business Forms 0000 X XXXXXXXX XX XXXX XXXXX XX 00000
EN # Ennis Business Forms 000 XX XXXX XXXXX XX 00000
EN # Mckool Graphics 0000 X XXXXXXXXXXX XXXXXX XX 00000
EN # Ennis Business Forms 000 X XXXXXX XX XXXXX XX 00000
EN # Xxxxx Business Forms 000 XX XXXX XX XXXXX XX 00000
EN # Ennis-texas Tag 000 X XXXX XX XXXXX XXXX XX 00000
EN # Star Award Ribbon Co 000 XX XXXX XX XXXXX XX 00000
EN # Xxxxxxxx Tool & Mach Co 0000 XXXXXXX XXXXXX XX 00000
EN # American Forms Inc 0000 X XXXXXXXX XXX XXXXXXX XX 00000
EN # Advertising Display 0000 XXXXXXX XX XXXXXX XX 00000
EN # Apex Die & Box Co 230 YUMA XXXXXX XX 00000
# FMI 0000 XXXXXXXX XXXXX 000 XXXXXXX XX 00000
EN # Xxxxx Business Forms 000 XXXXXXXX XXXX XXXXXX XX 00000
EN # Ennis Business Forms 0000 XX XXXXXXXXX XXX XXXXXXXX XX 00000
EN # Cougar Mountain Forms 0000 XXXXXX XX XX 000 XXXXXX XX 00000
EN # Xxxxx Tag And Label XXX 00 XXXXX & XX 0000 XXXXX XXXX XX 00000
EN # Ennis Business Forms National 000 XX XXXXXXXXXXXX XXXXX XX 00000
EN # Xxxxx Business Forms 000 XX XXXX XXXXX XX 00000
EN # Admore 00000 XXXX XX XXXXXX XX 00000
Northstar Computer Forms
NS # General Financial Supply 000 00 XX XXXXXX XX 00000
NS # Amexco 0000 XXXXXXXXX XXX XXXXXXXX XXXX XX 00000
NS # Bank Form Rtn Ctr 0000 XX XXXXX XX XXXXXXXXX XX 00000
NS # Northstar One Box 0000 XXXXXXXXX XXX X XXXXXXXX XXXX XX 00000
NS # North Star Comp Forms 0000 XXXXXXXXX XXX XXXXXXXX XXXX XX 00000
NS # North Star Computer Wb 0000 X XXXXXXXXXX XX XXXXXXXXX XX 00000
NS # Northstar Financial 0000 XXXX XXX XX XXXXX XXXXX XX 00000
NS # Western Financial 0000 XXXXX XXXXXXXX XX XX X XXXXXX XX 00000
NS # Northstar Computer Forms Inc 0000 XX XXXXX XX XXXXX XXXX XX 00000
NS # Northstar Computer Forms 000 XXX XXXXX XX XX X XXXXXXXXXXX XX 00000
ATTACHMENT B
XXXXX BUSINESS FORMS, INC.
GROUND AND AIR DISCOUNTS
#
ATTACHMENT C
UPS SONICAIR BESTFLIGHT
DOMESTIC TRANSPORTATION RATES
#
# Two pages of confidential information omitted and filed separately
with the Securities and Exchange Commission.
ATTACHMENT X
XXXXX BUSINESS FORMS, INC.
List of Account Numbers
Northstar's UPS accounts identified below shall be included in
the agreement between United Parcel Service (Carrier) and
Northstar (Account):
The following accounts are eligible for incentives as specified
in Attachment E.
ACCOUNT NAME AND ADDRESS #
# Northstar Computer Forms
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
*If any account is currently included in another contract for an
identical product incentive, and this offer is accepted, that
account will automatically be considered removed from the
existing contract and the terms of that contract are amended
automatically to reflect the deletion.
UPS will calculate the discount for this location once per
quarter and will issue a single check to the Customer
representing the total discount amount. The check will be issued
within 30 days after the end of each calendar quarter and
forwarded to the address designated below.
ATTACHMENT E
XXXXX BUSINESS FORMS, INC.
GROUND AND AIR DISCOUNTS
UPS Air Products
With respect to air packages, UPS agrees to grant the
Customer the following discounts from the UPS published Air
Service Rates in effect at the time of shipping:
#
The incentives stated above apply to account numbers specified in
Attachment D.
UPS Ground Commercial
With respect to Commercial Ground packages, UPS agrees to
grant the Customer a discount from the published UPS
Commercial Ground Service Rate Chart in effect at the time
of shipping, less service offerings subject to incentive,
e.g. Hundredweight. The average weekly revenue stated below
will be inclusive of both commercial and residential
revenue; however, the discount will only apply to the
commercial revenue.
The discount amounts below are contingent upon the revenue
tendered to UPS by the Customer and upon the Customer
maintaining its current shipping characteristics under this
Agreement.
Customer further agrees that discounts do not apply to
Additional Charges which are defined as those additional and
accessorial charges set forth in the UPS Rate Charts in
effect at the time of the shipping, which are subject to
change at any time.
#
