Professional Documents
Culture Documents
FLOR MONGALO
General Manager
OPTIC DESIGN INC.
UNIT 908 ONE CORPORATE CENTRE,
DONA JULIA VARGAS COR MERALCO
PASIG 1605
Philippines
This Agreement contains the basic terms under which UPS Delbros International Express Ltd., Inc. ("UPS") and OPTIC DESIGN INC.
("Customer"), being authorized to represent the entities as listed in Addendum A, hereby agree to the following:
1. SERVICE OVERVIEW: UPS provides services to Customer as set out in the applicable UPS Rate Guide in effect at the time of
shipment. UPS reserves the right to alter its service offerings at its discretion. All goods carried are subject to the following, which may be
amended by UPS at its discretion:
1.2 The applicable UPS Rate Guide, in particular the limits of liability set out therein.
Only letters, documents and packages shipped under the account number(s) listed in the Addendum A ("Account Numbers") are eligible to
participate in the designated incentives set out in the Addendum B & Addendum C and only these letters, documents and packages will be
used to determine whether the Customer has reached the minimum requirements of this Agreement. If a shipment's UPS waybill does not
indicate one of the specified Account Numbers from Addendum A, UPS will not apply the incentive when billing Customer. Account
numbers may be added or deleted only by mutual written agreement between the parties. Additions to Addendum A require ten (10)
business days advance notice to become effective.
Customer is prohibited from reselling or offering Incentives to any other party without the prior written consent of UPS and failure to
comply with this prohibition may result in immediate cancellation of this Agreement and the revocation of any discounts or incentives
provided by UPS to Customer.
2. ENTIRE AGREEMENT: This Agreement and all its Addenda supersede any existing agreements made between the parties relating to
the subject matter of this Agreement. Subject to Clauses 1 and 8, any provision of this Agreement may only be amended by mutual
agreement of the parties in writing.
3. DOCUMENTATION: UPS will only accept shipments if accompanied by the adequate documentation as specified in the UPS Terms &
Conditions of Carriage and the UPS Rate Guide.
4. PAYMENT TERMS: Customer agrees to pay for all shipments in full within the time period required by UPS. The negotiated payment
terms for the applicable account numbers are identified on Addendum A. These payment terms supersede any previous payment terms for
these account numbers. Payment terms contained within this agreement will be valid for the term of this agreement after which time the
accounts will revert to the payment terms contained in the UPS Rate and Service Guide and UPS Tariff/Terms and Conditions of Service.
5. NON-TRANSFERABILITY: The Customer agrees that the Discounts, Rates and terms of this Agreement are only applicable to the
Account Numbers listed in the Addendum A, and may not be assigned, transferred or used for resale to any other party without prior
written agreement between the parties. The Customer understands the breach of this clause entitles UPS to immediately cancel this
Agreement.
6. CONFIDENTIALITY: The Customer agrees to keep confidential and not publish or publicly display the Discounts, Rates and/or terms
referred to in this Agreement, including their existence, their conditions and their amounts, unless disclosure is required by law or
consented to in writing by UPS.
7. DISCOUNT PROGRAM: The specific details of the discounts covered by this Agreement are listed in Addendum B. The Discounts
will apply on the applicable base shipping rates as stated in the UPS Rate Guide in effect at the date of the shipment ("Rates"). UPS will
apply the appropriate Discounts and Rates only to the services set out in Addendum B. Customer will pay applicable surcharges &
accessorial charges published in the UPS Rate & Service Guide, unless otherwise indicated in Addendum B to this Agreement or as
otherwise agreed in writing by UPS.
8. AUTOMATION: Customer agrees to supply the UPS Service Provider with a hard copy summary manifest at the time that the packages
are tendered to UPS for shipment and provide UPS with Timely Upload of electronic Package Level Detail ("PLD") in a form acceptable to
UPS. PLD includes, but is not limited to, consignee's full name, complete delivery address, package weight and zone. Timely Upload is
defined as the electronic transmission of PLD to UPS at the time the packages are tendered to UPS. Customer agrees to provide smart
labels on all packages tendered to UPS. A smart label, as defined herein and described in the current UPS Guide to Labeling, which may be
updated from time to time by UPS, includes, but is not limited to, a MaxiCode, Postal Bar Code, current UPS Routing Code, appropriate
Q1233283PH - 01
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9. DURATION: This Agreement will remain in effect upon confirmation of the Customer as stated in the contract from 15 October 2019
and will continue indefinitely thereafter, unless and until terminated by either party without cause upon 30 calendar days written notice.
10. SHIPMENT OBJECTIVES & CHARACTERISTICS: UPS reserves the right to renegotiate and vary any Discounts, Rates and
terms of this Agreement in the event of the Customer's failure to meet its committed level of shipping activity as stipulated in Addendum B.
Unless otherwise stated, Customer agrees to use commercially reasonable efforts to notify UPS at least 48 hours in advance of any
shipment exceeding 2,000kgs. Notification shall include contacting a UPS Sales Representative and providing the shipment characteristics;
including dimensions, weight, and destination. UPS reserves the right at its sole discretion to modify discounts or operating agreements for
those shipments that exceed 2,000kgs.
11. GOVERNING LAW: This Agreement shall be governed and construed in accordance with the laws of the Philippines and the parties
submit to the non-exclusive jurisdiction of the Philippine Courts.
12. NOTICES: All notices, requests, demands or other communications required or permitted to be given or made under this agreement
shall be in writing.
13. TERMS & CONDITIONS: The UPS Terms & Conditions of Carriage and UPS Rate Guide at the time of shipment are essential parts
of this agreement. The latest version of the UPS Terms & Conditions of Carriage, which shall always be the applicable one, is set out on the
UPS website at www.ups.com.
This contract offer is effective provided it is signed and returned to UPS by 17 November 2019 .
UPS Customer
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Name Name
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Title Title
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Q1233283PH - 01
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This Agreement offer is effective provided it is signed and returned to UPS by 17 November Q1233283PH - 01
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Minimum Rate
UPS will apply the following minimum rate when it is greater than the discounted rate indicated above.
UPS will apply the discounted rates on the applicable receiving rates effective from 15 October 2019 to 31 August 2049.
Minimum Per Zone Minimum Rate (PHP)
Package 1 392.85
Package 2 471.42
Package 3 471.42
Package 4 576.18
Package 5 890.46
Package 6 890.46
Package 7 995.22
Package 8 995.22
Package 9 995.22
Package 10 523.80
Minimum Rate
UPS will apply the following minimum rate when it is greater than the discounted rate indicated above.
UPS will apply the discounted rates on the applicable receiving rates effective from 15 October 2019 to 31 August 2049.
Minimum Per Zone Minimum Rate (PHP)
Package 1 392.85
Package 2 471.42
Package 3 471.42
Package 4 576.18
Package 5 890.46
Package 6 890.46
This Agreement offer is effective provided it is signed and returned to UPS by 17 November Q1233283PH - 01
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All
Includes all available billing options and return services with the exception of WorldEase, Consolidated Clearance and ARS services.
Please refer to the UPS Tariff/Terms and Conditions for additional information on available billing options.
Incentives are based on and derived from the most recently published Daily Rates and adjusted periodically pursuant to the terms and
conditions of the Letter of Agreement. Updated rate charts will be made available to Customer by contacting your UPS account executive.
This Agreement offer is effective provided it is signed and returned to UPS by 17 November Q1233283PH - 01
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