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Domestic Expedited Mail Services Terms and Conditions

THESE SERVICE TERMS AND CONDITIONS are made an integral part of, and are incorporated by reference in, the Domestic Shipment Control Form under which Asendia USA is to provide Services on behalf of Client. Asendia USA reserves the right to unilaterally modify these Service Terms and Conditions at any time without prior notice. The Service Terms and Conditions in effect at the time of shipping and the terms and conditions contained on the Domestic Shipment Control Form as well as any writing that has been executed by duly authorized representatives of each of the parties hereto and references and expressly incorporates the Service Terms and Conditions shall collectively be referred to herein as the “Agreement”. The Agreement may not be contradicted or modified by any oral agreement.

1. Definitions.

Those defined terms set forth in Exhibit A shall have the meanings ascribed to them in such Exhibit.

2. Services.

2.1 Services. Asendia USA will collect the Pieces from Client’s facility or facilities identified on the Domestic Shipment Control Form (the “Facility(ies)”) for delivery to the USPS according to a schedule agreed by the parties (“Services”). It is Client’s responsibility to ensure that the Pieces that Client provides to Asendia USA for processing under the Agreement shall qualify as “Standard Mail” under the USPS Domestic Mail Manual then in effect.

2.2 Right to Reject Pieces. Asendia USA reserves the right to refuse to deliver and return to Client any Pieces that Asendia USA determines do not constitute Standard Mail, or that Asendia USA determines cannot be delivered by the USPS (for lack of delivery address or any other cause), (“Non-Conforming Piece”) within a reasonable time upon the discovery of same. Client shall reimburse Asendia USA for the reasonable costs and expenses associated with returning the Non-Conforming Pieces to Client. Asendia USA shall not be responsible for any costs, expenses, or liabilities arising from a delay in delivery of or failure to deliver any Non-Conforming Pieces.

3. Payment for Services.

3.1 Facility(ies) Changes. Asendia USA reserves the right to change its rates or charge additional fees in the event that Client changes the mutually agreed upon location of the Facility(ies) or identifies additional Facilities for the collection of Pieces by Asendia USA under the Agreement.

3.2 Fuel Surcharge. Asendia USA reserves the right to institute a fuel surcharge on some or all shipments without prior notice. The fuel surcharge will be applied to such Services and for such periods as Asendia USA, in its sole discretion, may determine necessary.

3.3 Payment Terms. Amounts due Asendia USA shall be paid to Asendia USA within 15 days of receiving the invoice.

4. Confidentiality.

Asendia USA will not give or sell Client confidential information provided to Asendia USA hereunder to any third party not performing Services hereunder, except as required by law or as necessary to provide the Services. Client will not give or sell Asendia USA confidential information provided to Client hereunder to any third party except as required by law.

5. Ownership of Intellectual Property.

Client acknowledges and agrees that, as between Client and Asendia USA, Asendia USA is and shall be the sole and exclusive owner of all Works, any Derivative Work based on such Works (including, without limitation, all Intellectual Property Rights thereto), embodied in the Services being provided by Asendia USA hereunder, whether now existing or hereafter arising, and whether or not developed for the direct or indirect benefit or use of Client.

6. Warranties.

6.1 Each party hereto represents and warrants that it has all requisite corporate power and authority to enter into the Agreement and to carry out and perform its obligations under the terms of the Agreement.

6.2 Client represents and warrants that it is the sole owner of, or has all necessary rights and permissions to, all Intellectual Property Rights contained in or relating to the Pieces provided by Client to Asendia USA hereunder.

6.3 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, NEITHER PARTY HERETO MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

7. Force Majeure.

Other than the payment obligations of either party hereto, neither party shall be held responsible for any delay or failure in performance for causes beyond its reasonable control, including without limitation, acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, governmental regulations imposed after the fact, fire, power failures, earthquakes or other disasters, natural or otherwise.

8. Entire Agreement.

The Agreement, including the Domestic Shipment Control Form, these Service Terms and Conditions, any exhibits, schedules and/or addenda attached hereto and/or referenced herein and any other writing referencing and incorporating these Service Terms and Conditions and signed by duly authorized representatives of each of the parties hereto, sets forth all of the agreements and understandings between the parties respecting the subject matter hereof and supersedes all negotiations, conversations, discussions, correspondence, memorandums and agreements between the parties concerning the subject matter hereof. The appendixes, exhibits and schedules referenced in the Agreement and/or attached hereto are an integral part hereof and are incorporated herein by this reference. The Agreement may not be modified except by a writing signed by authorized representatives of both parties to the Agreement.

9. Choice of Law; Waiver.

The Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without giving effect to the conflict of law rules thereof. If any part of the Agreement shall be held unenforceable, the remainder of the Agreement will nevertheless remain in full force and effect. A party's waiver of a breach of any term or condition in the Agreement shall not be deemed a waiver of any subsequent breach of the same or another term or condition.

10. General.

Each party hereto agrees to comply with all applicable laws. The Agreement shall be binding upon the parties hereto, their successors and permitted assigns. Client may not assign (by operation of law or otherwise) the Agreement nor any of its interests, rights or duties hereunder without the express written consent of Asendia USA. There shall be no third-party beneficiaries to the Agreement. Asendia USA has the right to use subcontractors or other third parties to fulfill any of its obligations hereunder. Sections 3.2, 4, 5, 9 and 10 of these Service Terms and Conditions, and Sections 5, 6, and 7 of the Domestic Shipment Control Form shall survive the termination or expiration of the Agreement.

Exhibit A: Definitions.

Bound Printed Matter shall mean "Bound Printed Matter" as defined by the then current USPS's Domestic Mail Manual.

Business Days shall mean 7 a.m. to 7 p.m. (EST), Monday through Friday, excluding USPS observed holidays.

Derivative Work shall mean a work of authorship that is based on an underlying work and that would be a copyright infringement if prepared without the authorization of the copyright owner of the underlying work.

Domestic Shipment Control Form shall mean that document entitled Domestic Shipment Control Form under which, together with the Service Terms and Conditions, Asendia USA is to provide Services on behalf of Client.

First Class Mail shall mean "First Class Mail" as defined by the then current USPS’s Domestic Mail Manual.

Flat Mail shall mean "Flat Mail" as defined by the then current USPS’s Domestic Mail Manual, which class of mail is not subject to USPS First Class Mail postage rates.

Intellectual Property Rights shall mean patents, patent applications (including continuations, continuations-in-part, divisions, re-issues, reexamined patents and patent applications, and extensions thereof), copyrights, mask works, trademarks, service marks, trade names, logos, trade secrets, any other proprietary right(s) residing in or derived from the foregoing, and other intellectual property or proprietary rights arising under the laws of any jurisdiction.

Parcel shall mean "Parcel" as defined by the then current USPS’s Domestic Mail Manual.

Piece shall mean a piece of Standard Mail, which may include Flat Mail, small Parcels under one pound, and Bound Printed Matter.

Postcard shall mean "Postcard" as defined by the then current USPS’s Domestic Mail Manual.

Standard Mail shall mean "Standard Mail" as defined by the then current USPS’s Domestic Mail Manual.

USPS shall mean the United States Postal Service.

Works shall mean, as the following relate to the Services provided hereunder, all ideas, inventions (whether patentable or not and whether or not such inventions are described or claimed in any patent or patent application), computer programming code, in source or object code form, works of authorship, discoveries, improvements, designs (useful or ornamental), technical or other information, and works subject to trademark, copyright or patent protections.

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