FedEx Pricing Agreement Agreement Number: 219889 Customer Name: ISORAY MEDICAL INC.
Agreement
Number: 219889
Customer
Name: ISORAY
MEDICAL INC.
Customer,
including any of its divisions, subsidiaries and affiliates, a majority (defined
as 51%) of whose voting stock is directly or indirectly owned by Customer,
and
FedEx agree to enter into this FedEx Pricing Agreement (the "Agreement") subject
to the following terms and conditions.
| 1. |
Pricing.
FedEx agrees to provide to Customer express and ground transportation
services under the following terms.
|
|
(a)
|
Express
Pricing.
The effective discounts for the FedEx Express services utilized by
Customer are attached and incorporated by reference. A courtesy copy
of
the applicable discounts reflected as net rates is available upon
request
from Customer’s FedEx sales professional. The net rate sheets are provided
as a courtesy and are not incorporated within the Agreement. Discounts
are
applied to published express transportation rates in effect at the
time of
shipment and are not applied to special handling fees, ancillary
or other
charges.
|
|
(b)
|
Ground
Pricing.
Customer shall continue to receive its current FedEx Ground pricing
for
the applicable services. A courtesy copy of Customer’s pricing reflected
as net rates is available upon request from Customer’s FedEx sales
professional. The net rate sheets are provided as a courtesy and
are not
incorporated within the Agreement. FedEx will provide such services
to
Customer for each package that Customer drops off at FedEx World
Service
Centers and other participating locations as identified by FedEx
from time
to time. FedEx may at its sole discretion provide Customer with regularly
scheduled pick-ups for Ground
services.
|
|
(c)
|
Pricing
Terms.
The pricing provided to Customer is for Customer’s exclusive use and
benefit and may not be resold or otherwise extended to any other
party
without FedEx’s prior written consent. The effective date(s) (“Effective
Date”) of Customer’s pricing under this Agreement is set forth on the
applicable attachments. FedEx will provide 10 days written or
electronically transmitted notice of any changes by FedEx to Customer’s
discounts or incentives provided pursuant to this Agreement. Only
the
account and barcode numbers verified by FedEx will participate in
the
pricing. Only the billed account and barcode number will receive
the
applicable discounts, incentives and revenue
credit.
|
| 2. |
Service
Guide.
Each shipment made with FedEx is subject to the terms and conditions
of
the FedEx Service Guide, for the country of origin, in effect at
the time
of shipment, which terms are incorporated by reference. FedEx reserves
the
right to modify the FedEx Service Guide, including a modification
of the
published transportation rates, at anytime without notice. Customer
is
directed to the FedEx website xxx.xxxxx.xxx for changes in the FedEx
Service Guide. In the event there is a conflict between this Agreement
and
the FedEx Service Guide, the provisions of this Agreement
control.
|
| 3. |
Payment
Terms.
Payment on all accounts is due 15 days from the invoice date. However,
invoices for duties and taxes are payable on receipt. Customer agrees
that
remaining current on all payables is a condition to the extension
of
credit, discounts and incentives. Failure to comply with payment
terms may
result in denial of credit or removal of applicable discounts and
incentives.
|
| 4. |
Automation.
Customer agrees to use automated shipping devices when provided by
FedEx
at U.S. shipping locations and an agreement for the placement or
use of
any such shipping device shall be executed prior to such placement
or
use.
|
| 5. |
Excise
Tax.
A
federal excise tax, when required by the Internal Revenue Code on
the air
transportation portion of this service, if any, is paid by
FedEx.
|
| 6. |
Unexpected
Volume.
If
Customer tenders packages which substantially exceed the number of
packages tendered on average for the location by the Customer throughout
the year, FedEx may, at its sole option, either accept such packages
subject to waiver of Money Back Guarantees and commitment times,
or
decline to accept such packages without further obligation of any
kind to
Customer.
|
| 7. |
Confidentiality.
The terms, discounts and incentives of this Agreement shall be held
in
strict confidence by Customer and may not be disclosed to anyone
other
than those Customer employees who have a need to know. Nothing herein
shall restrict Customer from disclosing any portion of such information
on
a restricted basis pursuant to a judicial or other lawful governmental
order, but only to the extent of such order and only after providing
FedEx
with immediate notice of such order so that FedEx may contest the
order or
obtain a protective order, if FedEx deems
necessary.
|
| 8. |
Term.
This Agreement commences on the Effective Date and continues until
terminated by either party.
|
| 9. |
Termination.
Either party may terminate this Agreement for the other party’s
noncompliance with its terms. Either party may terminate this Agreement
without cause and without penalty at any time upon 30 days prior
written
notice to the other.
|
| 10. |
Prior
Agreements.
This Agreement supersedes all Pricing Agreements and Addenda, if
any, for
express and ground services between FedEx and Customer for the designated
account and bar code number relating to the services and package
types
covered by this Agreement.
|
| ISORAY MEDICAL INC. (“Customer”) | FEDERAL EXPRESS CORPORATION & FEDEX GROUND PACKAGE SYSTEM, INC. |
| By its agent | |
| FedEx Corporate Services, Inc. (“FedEx”) | |
| By: /s/ Xxxxxxx X. Xxxxxx | By: /s/ Xxxxxx X. Xxxxxx |
| Print Name: Xxxxxxx X. Xxxxxx | Print Name: Xxxxxx X. Xxxxxx |
| Title: Chief Financial Officer | Title: ISAE |
| Date: 10/5/05 | Date: 10/10/05 |
| Employee No.: 513415 | |
| Offer expires if not accepted by Customer within 30 days of date of presentation of Agreement. | |
| Any alterations to this document by either party will render it null and void in its entirety. |
