FedEx Express Transportation Service Agreement
Effective Date: Date of Acceptance/Signature
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 ("Customer" herein), and FedEx
agree to enter into this FedEx Transportation Services Agreement (the "Agreement") subject to the
following terms and conditions.
This Pricing Agreement/Amendment hereinafter collectively refers to a Country or Territory as
"Country or Countries".
1. Services.
This Agreement specifies the terms and conditions under which FedEx agrees to provide certain
FedEx transportation services (“Services”) to Customer. This Agreement shall be between
Customer and the applicable FedEx operating entity (“FedEx Express South Africa (Pty) Ltd”) for
the applicable Service identified on the rates and tariffs communicated separately. All FedEx
Companies providing Services pursuant to this Agreement are hereinafter collectively referred to
as "FedEx".
2. Pricing.
FedEx agrees to provide Services to Customer at the pricing and on the terms as set forth in the
applicable rates and tariffs. Each applicable FedEx Company may provide a courtesy copy of
Customer's pricing reflected as net rates (based on the applicable base rate in effect at such time)
upon request. Net rate sheets are provided as a courtesy only and are not incorporated within the
Agreement. The pricing and Services are provided by FedEx to Customer for Customer’s use and
benefit only and may not be resold or otherwise extended (including via third party billing) to any
other party without the prior written consent of FedEx. Customer agrees to ensure that the proper
account number appears on the applicable air waybill or other forms of shipping documentation
and acknowledges that pricing will not be applied to packages that do not correctly reference the
proper account number. FedEx reserves the right to amend the pricing, at its sole discretion by
simple letter or e-mail notification at any time. The pricing is effective March 2, 2021.
3. Service Guide.
Each shipment made with FedEx is subject to the terms and conditions of the FedEx Service Guide
in effect at the time of shipment, which terms are incorporated into this Agreement by reference.
“FedEx Service Guide” means, collectively, the shipment country of origin FedEx Service Guide, any
applicable tariffs, local service conditions or condition of carriage, and the Airbill/ Air Waybill or Bill
of Lading in effect on the date of shipment of the applicable FedEx Company (including, but not
limited to, the FedEx Freight 100 Series Rules Tariff, the FedEx SmartPost terms at
fedex.com/us/smartpostguide, and other service-specific terms 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 control.
4. Payment Terms.
Payment is due at the time Services are rendered. FedEx may, however, extend credit privileges.
FedEx will, in its sole discretion, determine the initial account purchasing limit that will be
applicable to the Customer. Should the Customer have an existing credit limit with TNT Express
Worldwide South Africa (Pty) Ltd, such credit limit shall be applied by FedEx from the Effective
Date hereof, as the initial account purchasing limit, any increase in the limit will be considered in
accordance with FedEx policies and procedures. 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’s sole discretion. The
initial account purchasing limit may not be increased unless the Customer asks for an increase in
writing. The request may be granted or declined by FedEx in its discretion. FedEx may reduce the
account purchasing limit at any time by giving the Customer 30 days’ written notice.
If FedEx incurs any charges on behalf of the Customer (such as any taxes, duties, surcharges, etc.)
that must be paid in respect of the goods in the consignment, the Customer authorizes FedEx to
pay the charges. FedEx will include these charges in the Customer’s invoice, unless the consignee
pays them.
At the end of FedEx’s trading month, FedEx will issue the Customer with a statement reflecting all
invoices issued by FedEx to the Customer and payments made by the Customer during that month.
If the Customer wishes to dispute FedEx’s statement, it must do so within 15 Days after the
statement has been issued in respect of a 30 Day account and within 7 days after it has been issued
in respect of a 7 Day account. After that, the statement and invoices referred to in it will be
deemed to be correct and the Customer will bear the onus of proving the contrary if it
subsequently disputes the statement.
The Customer must pay FedEx the amount shown to be due on the statement within 7 days for Vat
and Duty account and within 30 Days freight account of the date on which the statement was
issued. If the due date for payment falls on a non-business day, the Customer must make payment
on the business day immediately preceding the payment due date.
All payments due by the Customer to FedEx must be paid in South African Rand’s or the currency
of the Contracting Territory.
All payments made by the Customer to FedEx shall be free of any taxes, charges, levies, penalties,
and deductions or set-off, save where the statement expressly states that certain taxes, charges,
levies, penalties, deductions or set-off are applicable.
FedEx will only render services to the Customer on credit up to the value of the agreed account
purchasing limit on the Customer’s account. If the Customer requires further services from FedEx
after it has reached its account purchasing limit (and before paying its outstanding account), these
further services must be paid for in cash in advance.
The Customer shall not provide details of its account number or login details to any unauthorized
person. The unauthorized use of the Customer’s account shall be at the Customer’s risk. The
Customer agrees that it shall not be entitled to refuse to pay any invoice for services rendered by
FedEx on the grounds that the person who ordered the services on behalf of the Customer did not
have the authority to do so.
5. 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.
6. Confidentiality.
Both FedEx and Customer agree that the terms of this Agreement, including the 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 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.
7.
Term.
This Agreement commences on the Effective Date and continues until expired or terminated by
either party.
8.
Termination.
Either party may terminate this Agreement immediately upon notice due to the other party's non-
compliance with its terms. Either party may terminate this Agreement at any time without cause
and without penalty unless otherwise stated in the Agreement or the pricing attachment, upon 30
days’ prior written notice to the other party.
9.
Prior Agreements.
This Agreement
, t
he respective pricing attachments, together with the FedEx credit application
supersedes all prior arrangements and agreements including but not limited to pricing agreements
and addenda, if any, between FedEx
and/or TNT and
Customer for the Services, package types,
and Customer account numbers covered by this Agreement and identified on the respective
pricing attachments.
10.
No Modifications.
Any alterations to this document by either party will render it null and void. Any failure by FedEx or
Customer to enforce or apply a provision of these Conditions does not constitute a waiver of that
provision and does not otherwise impair FedEx’s right to enforce such provision.
11.
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. Such commodities may
require a separate agreement.
12.
Electronic Storage.
Either party may copy this completed Agreement for electronic storage in a non-editable format,
at which time the paper form of this Agreement may be destroyed. Customer and FedEx each
agree that following the electronic storage of this Agreement, any hard copy printout of that
electronically stored information will constitute an original of this Agreement.
13.
Representation of Authority.
Each of the parties represents and warrants to the other that this Agreement is valid and legally
binding and has been executed by an authorized representative. Nothing contained herein shall be
construed as creating any joint or joint and several liabilities among the FedEx Companies.
14.
Severability.
If any of the provisions of this Agreement are found by a court or any other competent authority
to be void or unenforceable, such provision shall be deemed to be deleted from this Agreement
and the remaining provisions of this Agreement shall remain and continue in full force and effect.
15. Assignment.
Neither the rights nor the duties of either party under this Agreement may be voluntarily assigned
or delegated without the prior written consent of the other party, except that FedEx may assign all
or any part of its rights and delegate its duties under this Agreement to a directly or indirectly
owned subsidiary or affiliate of FedEx Corporation. Without limiting the foregoing, this Agreement
will be binding upon and inure to the benefit of the parties and their permitted successors and
assigns.
16. Conditions of Carriage.
The complete version of our International Conditions of Carriage can be found on fedex.com.
These terms and conditions apply to the new FedEx rates and tariffs communicated to you
separately.
17. 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. In such
event, FedEx may, at its sole option, either accept such packages subject to a waiver of money-
back guarantees (if any) and commitment times or decline to accept such packages without
further obligation of any kind to Customer.
18. Limitation of Liability.
The Conditions of Carriage limit and in certain events exclude FedEx's liability for loss, destruction,
damage and delay and require claims to be made within strict time limits.
I undertake that all information given is true and correct and that I am an authorized signatory and
representative of the Customer and by signing this form accept and understand all terms and
conditions set out on this Agreement. I agree that I will be held personally liable for the fulfilment
of the Customer’s obligations in the event that the Customer disputes my authority to enter into
this Agreement.:
