1. Agreement (this "Agreement").

1.1       I (hereinafter referred to as "I," "Me," "Customer," or "My") acknowledge that clicking the "I Accept" button below constitutes My signature and My acceptance of and agreement to the terms and conditions of the FedEx Member Savings Program (the "Program") as set out in this Agreement, on My behalf and the entity on behalf of which I am acting in an official capacity, if any. I further acknowledge that My clicking the "I Accept" button below does not automatically render Me eligible for the Program, and that My eligibility to participate in the Program will be determined solely by FedEx ("FedEx") as provided in this Agreement.

1.2       I acknowledge that once deemed eligible for the Program, this Agreement governs My participation in the Program. I acknowledge that those persons (including Me), who are declared eligible will be referred to throughout this Agreement as "Participant". When used in this Agreement, the name "FedEx" shall mean and include Federal Express Corporation and any and all of its affiliate and subsidiary companies providing certain transportation services pursuant to this Agreement, any of which may exercise the rights and privileges afforded FedEx under this Agreement. Please print out a copy of this Agreement (including any pricing documents specified in Section 13, which are hereby incorporated into this Agreement by refence) for your records.

2. Program.

2.1       I acknowledge that I am a Customer in good standing of a compatible solutions provider and/or FedEx services promotion alliance of the FedEx (the “Group”) and will remain a Customer in good standing of such Group. In the event that I am no longer a Customer of such Group, for whatever reason, FedEx has the right to terminate My participation in the Program. I acknowledge that I have been advised to read and review this Agreement and to print a copy for my records. During the term of this Program, and subject to the terms of this Agreement, Participants who have an active FedEx Account in good standing, as determined by FedEx, may receive discounts applicable to the Group (the "Discount"). Any Discount shall be a percent off of the FedEx list prices, as published and as may be changed by FedEx from time to time, in effect on the date that Eligible Shipments, as defined below, are tendered to FedEx after the Participant is deemed eligible for the Program.

2.2       The Discount is only applicable to the FedEx services identified under a Participant’s eligible account number as the services for which FedEx is providing applicable discount pursuant to the Program (collectively "Eligible Shipments"). Any FedEx services are not listed in the Discount will be charged at the applicable FedEx Service Guide on the date of shipment.

3. Program Restrictions.

3.1       FedEx provides transportation services to Customer on the terms and at the pricing as set forth in Section 13. The pricing reflects the Discount applied to Customer during the Pricing Term, as defined in Section 13.1(a). The Discount offered through the Program cannot be combined with any other FedEx discounts available to Participant from FedEx, or through any authorized FedEx representative. If Customer elects to accept the Discount described in this Agreement by enrolling in the Program, no other FedEx discount will be applied to any FedEx shipments made by Participant. The pricing in this Program will supersede any pre-existing pricing or agreement with FedEx, which means that any kind of FedEx discounts, including but not limited to, any earned or bonus price discounts, or any surcharge waiver or other waivers, any custom shipment weight minimum, or any custom dimensional weight factor, will be terminated and the new discount Program will apply.

3.2       Customers whose accounts have a status of Cash Only or Inactive, all as determined by FedEx in its sole discretion, are not eligible to participate in the Program. FedEx does not extend consumer credit, and FedEx standard credit policies as determined by FedEx from time to time shall apply. FedEx solely determines whether a Participant's account number is eligible for the Program. Only FedEx account numbers that are eligible (as determined by FedEx in its sole discretion) may participate in the Program.

3.3       All requests for account numbers are subject to credit investigation and verification by FedEx. FedEx utilizes business credit reporting agencies, audited financial statements, and other sources as necessary, to determine eligibility for open credit terms.

3.4       Failure to keep Customer’s FedEx account current may result in Customer’s account being placed on a cash-only status. This status may impair Customer’s ability to use FedEx services, delay Customer’s shipments, and may result in the loss of any applicable discounts. Credit privileges will not be restored until Customer has paid all past- due balances in full and all costs, fees and expenses incurred by FedEx in collecting or attempting to collect such balances. FedEx may require establishment of electronic funds transfer or provide FedEx with a credit card number or such other means of payment as may be determined from time to time by FedEx as a prerequisite to credit restoration. FedEx may decline to restore credit privileges even if all costs, fees and expenses are paid. Customers requesting removal from Cash Only status must contact the applicable FedEx Customer Service Center.

3.5       Customers who have special third-party billing, all as determined by FedEx in its sole discretion, are not eligible to participate in the Program.

3.6       Customers whose accounts are designated as Government Service Account, Interline Account, Global Service Participant Account, FedEx Corporate Account or FedEx World Wide Service Account, all as determined by FedEx in its sole discretion, are not eligible to participate in the Program.

3.7       Customers who use the FedEx consolidated invoice option are not eligible to participate in the Program.

3.8       Customers must accept the single invoice option in order to be eligible for the Program.

3.9       Any Discount applies only to list rate transportation charges and not to any surcharges, special shipping services, special handling fees, duties, taxes, or other additional charges as described in the applicable FedEx Service Guide in effect on the day of shipment, unless expressly stated otherwise in Section 13.

3.10      A Participant's valid e-mail address must be provided during the application process. Participant's participation in the Program constitutes Participant's permission for FedEx to use such email address to communicate with Participant.

3.11      Any Discount available under the Program is for use solely by Participant in making shipments for its sole account. The Discount may not be extended by Participant to any other party. The Discount may not be sold, assigned, used through third party billing, or otherwise transferred to any other party whether or not they are a Customer of the Group through which the Participant enrolled in the Program.

3.12      Participants must comply with the payment terms established by FedEx for the account for services rendered by FedEx under the Program. Payment for services rendered by FedEx under the Program must be in the local currency. As used in this Agreement, the local currency means a currency used in the applicable country where the respective FedEx operating company is registered and is in good standing under the laws of such country. For instance, the Hong Kong Dollar (HKD) means the official local currency of Hong Kong SAR, China where Federal Express (Hong Kong) Limited is registered.

3.13      Participants must be 18 years of age or older, thereby reaching the age of majority according to the laws of the country/territory where the applicable FedEx operating company is registered.

3.14      Accounts not in good credit standing are not eligible for participation in the Program. Accounts that fail to maintain good credit standing are not eligible for participation in the Program.

3.15      Discounts are applied to Eligible Shipments. Due to varying ship dates and billing cycles, Participants may not be billed for all Eligible Shipments within the same week or month (depending on the billing frequency) they are shipped.

3.16      The Program is only available in select countries/territories (as may be updated and revised by FedEx from time to time), and only Participants in such select countries/territories are eligible for the Program.  For instance, a Participant who is duly organized, validly existing and in good standing, as determined by FedEx, under the applicable laws of a country, where a local FedEx entity is registered and in good standing, must enroll in the Program with such FedEx entity.

3.17      Participant acknowledges and agrees that FedEx reserves the right, at its sole discretion, to provide Participant’s FedEx shipping information and data to the Group, through whom the Participant was eligible to enroll in the Program.

4. Term of Program.

4.1       The Program shall remain in effect until FedEx provides notice of suspension or termination of the Discount, the Program or this Agreement through a notice posted on fedex.com, the Group website or otherwise.

4.2       FedEx reserves the right to (a) modify the application period for the Program; (b) alter, amend, add, suspend or modify the FedEx services, the pricing, the Discount, the Program or this Agreement; and, (c) suspend or terminate the pricing, the Discount, the Program or this Agreement, or terminate a Participant's participation in the Program, all at any time, upon giving at least 30 days’ prior notice to Customer, for any reason through a notice posted by FedEx on fedex.com, the Group website or as otherwise provided by FedEx (including by a mail or an email to Customer). In the event a Participant is later determined not to be eligible for the Program after being notified that Participant was eligible, Participant's participation in the Program will be terminated.  If Participant elects to accept another discount from FedEx after Participant being deemed eligible for the Program, Participant will no longer receive the Discount and Participant's participation in the Program will be terminated. If Participant elects to accept the Discount under this Program, such election will override any other discount. Decisions regarding eligibility to participate in the Program are solely within the discretion of FedEx.

5. FedEx Service Guide

The terms and conditions of carriage in the applicable FedEx Service Guide in effect on the day of any shipment made by Participant under the Program shall apply to any such shipment, and these terms are incorporated into this Agreement by reference. The “FedEx Service Guide” means, collectively, the shipment country of origin FedEx Service Guide, any applicable tariffs, local service conditions, or conditions of carriage such as Standard Conditions of Carriage for APAC , and the airbill/air waybill or Bill of Lading in effect on the date of shipment by the applicable FedEx Company (including, but not limited to, the FedEx International Connect Plus (“FICP”) service, the FedEx Freight 100 Series Rules Tariff, the FedEx SmartPost terms at fedex.com/us/smartpostguide, FedEx One Rate terms available at the web address referenced in the Express pricing attachment specific to FedEx One Rate, and any other FedEx product- and service-specific terms and information as posted on fedex.com). FedEx reserves the right to modify the FedEx Service Guide, including a modification of the published transportation rates and/or special handling fees, surcharges, ancillary and other charges, at any time without notice. Customer is directed to the FedEx web site fedex.com 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 shall control. 

6. Payment Terms.

Payment is due and will be charged to your credit card at the time of shipment order.  With a prior written consent of FedEx, payment may be paid within the following number of days from the invoice date: 7 (business) days for duties and taxes and 30 (business) days for all other charges.  Customer agrees that remaining current on all payables is a condition to the extension of credit and pricing. Failure to comply with payment terms may result in denial of credit or removal of applicable pricing, at FedEx sole discretion.

7. Confidentiality.

Both FedEx and Customer agree that the terms of this Agreement, including the Discount and pricing, are confidential and shall be held in strict confidence by both parties and may not be disclosed unless required by law. Customer agrees not to post or publicly display the terms or the pricing. FedEx and Customer also agree that any discussions or negotiations regarding the pricing, the Discount or any changes thereto (including but not limited to future pricing offerings) are also confidential and are subject to this provision of confidentiality. Notwithstanding the foregoing, disclosure by FedEx to any of its subsidiaries, affiliates, related entities, subcontractors, agents and/or representatives is permitted without notice or consent. Furthermore, disclosure by Customer of this Agreement or any terms to any third party without consent by FedEx and execution of a mutually agreeable non-disclosure agreement between FedEx and such third party shall be considered a breach by Customer.

8. Services Restrictions

8.1       Automation. Customer agrees that all shipping locations will use a FedEx online or FedEx compatible shipping solution that is approved and authorized by FedEx, and an agreement for the placement or use of any such shipping solution shall be accepted prior to such use

8.2       Restricted Commodities. This Agreement does not provide for the shipment of alcohol or other items and conditions that may be prohibited or restricted by law or by the FedEx Service Guide. Shipments may be opened for inspection without notice or further reference to you. Shipment of restricted commodities may require a separate agreement.

8.3       Aircraft Space Availability. FedEx’s performance of its obligations hereunder is subject to availability of aircraft space as determined by FedEx. In particular, Customer shall, for any shipment above 300 kg in actual weight using FedEx’s services hereunder, contact and receive from FedEx a confirmation of aircraft space availability. FedEx is not liable in any way if space is not available. FedEx’s determination of aircraft space availability for any particular shipment shall be conclusive.

8.4       Advance Notice in Case of Unexpected Volume. Customer shall give FedEx at least 24 hours advance written notice of any known or anticipated package volume surges. For each FedEx account, a “package volume surge” occurs when Customer tenders packages which substantially exceed the number, type, size, and/or weight of packages tendered, on average, for such account by Customer throughout the prior year.

8.5       No Money Back Guarantee. All shipments under this Agreement shall not be applicable for money-back guarantees and commitment times. FedEx reserves the right to decline to accept such shipments without further obligation of any kind to Customer.

8.6       Delivery Duty Paid (DDP) Incoterms.  Customers are recommended to ship DDP where DDP shipment is allowed or a shipment must have a declared value for carriage not greater than a de minimis value threshold of the destination country (where such a value threshold is in place).  Notwithstanding anything contained to contrary in this Agreement, FedEx reserves the right to decline or reject any shipment that does not meet the conditions in this Section 8.6.

8.7        Pickup Service.  FedEx may provide to Customer a pickup service with no additional pickup surcharge when Customer has 5 or more packages at a regular pickup location at a scheduled pickup time.

8.8       Others. Other restrictions related to Eligible Shipments are stated in Section 13.

9. Indemnity. 

Participant shall indemnify, defend and hold harmless FedEx and its parent(s) and affiliates, and its and their directors, officers, employees, representatives, subcontractors and agents, from and against any and all claims, demands, causes of action, losses, damages, judgments, injuries and liabilities, including the payment of related legal fees (collectively, "Claims"), by/from third parties, arising out of or in any way related to the offer, sale, distribution and/or use of Participant's products and/or services, including without limitation violations of any applicable federal, provincial or local law, regulation, rule or ordinance by Customer. Furthermore, Participant acknowledges and agrees that the pricing under this Agreement is exclusive of any penalty, customs duties and other relevant taxes imposed by the destination authorities. If any such penalties, duties and taxes are levied on a shipment and FedEx pays them on behalf of the party responsible for payment, FedEx will bill back to Customer. This provision shall survive the expiration or termination of this Agreement.

10. Termination

Notwithstanding anything in this Agreement, either party may terminate this Agreement immediately upon notice due to the other party's noncompliance with its terms. Either party may terminate this Agreement at any time without cause and without fees unless otherwise stated in the Agreement or the pricing attachment, upon 30 days’ prior written notice to the other party.

11. Controlling Law and Severability.

This Agreement shall be governed by and construed in accordance with the laws of the country where the applicable FedEx operating company is registered. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties and the remainder of this Agreement shall remain in full force and effect.

12. Complete Agreement.

This Agreement constitutes the entire agreement with respect to the Program and supersedes any prior or contemporaneous understandings, representations, statements or agreements, written or oral. No amendment to, modification of, or waiver of any provision of, this Agreement will be binding on FedEx without FedEx's written consent which must be identified as an amendment, modification or waiver.

13. FedEx Pricing Details

13.1      The pricing for Eligible Shipments under this Agreement is subject to the following terms and conditions.

(a)    Pricing Terms. Unless otherwise noted, the pricing is valid for a period of 12 months from the date of FedEx’s acceptance of the Customer’s enrollment into the Program (the “Pricing Term”).  A complete list of the pricing is available to Participant for downloading. In the event that FedEx increases its applicable base rate during the term of the Agreement, Customer’s rates shall be adjusted to reflect the base rate increases.

(b)   Modification and Change.  Notwithstanding anything in the Agreement, FedEx reserves the right to issue new discounts, modify FedEx's rates, impose surcharges and to amend, modify, or discontinue the Program if there is significant change in the Participant’s shipping profile or significant increase in FedEx cost. FedEx will provide not less than thirty (30) calendar days' prior notice of any change in the discounts or a discontinuance of the Program either by mail or by a message sent by an electronic transmission.

(c)    Zone Definitions. To determine the applicable zone, please refer to the FedEx Service Guide, or access our website at fedex.com.  

(d)   Shipment Types. Shipment types are defined as follows:

• Domestic shipments: Shipments with the same origin and destination country.
• Export shipments: Outbound shipments paid by the origin country, to a non-origin destination.
• Import shipments: Inbound shipments paid by the destination country, from any non-destination origin.
• Geography Exception: A discount off the applicable base rate(s) for a particular geographic origin/destination pair that is an exception to the standard 'Zones' that would otherwise be applicable.

(e)    Residential Surcharge. A Residential Surcharge (with the following discount) will apply to shipments destined to the residential areas in US & Canada:

• 50% residential surcharge waiver
• No other export surcharge discount other than the residential surcharge.

(f)     Shipment Dimension. Standard dimension (DIM) divisor 5000cc/kg applies.

(g)  Commitments. Customer agrees that any failure to so achieve the below commitments within 90 days of the effective date of the Pricing Term or maintain them thereafter may result in a pricing change, at FedEx’s sole discretion; in such event, FedEx may apply modified pricing to Customer shipments upon 30 days prior notice. Customer also agrees that any failure to so achieve or maintain the below commitments may result in the immediate termination of this Agreement by FedEx, at FedEx’s sole discretion, upon notice. Please refer to a Customer’s commitment shown in the applicable local currency. 

(h)    Other Surcharges. All ancillary service fees, surcharges, special handling fees, average minimum weights for shipment weight rating or other charges, or dimensional weighting not identified in this Agreement (or its amendments thereto, if any) will be assessed as per the published list amounts for such fees/charges in the FedEx Service Guide in effect on the date of shipment.  Please check with a local FedEx operating company for details.

Note: In the event of any discrepancy between the English original version of this Agreement and any foreign language translation, the English version prevails.