Shipping Addendum - Digital River - EN

Shipping Addendum

1. Shipping Services. During the term of this Agreement Digital River, through its subcontracted global logistics provider as identified in the Order Form, shall provide the following transportation services:

1.1. Use of the pre-integrated global logistics provider’s logistics system to rate and manifest shipments.

1.2.Arrange for delivery of the product from agreed-to pickup location to the final destination.

1.3. Brokerage services and customs clearance.

1.4. Training services.

1.5. Tracking information via the Internet.

1.6. Notification of undeliverable shipments.

2. Your Obligations. During the term of this Agreement, you shall:

2.1. Ship a minimum number of packages per month are defined in the Order Form. Failure to do so may result in adjusted shipping rates.

2.2. Properly mark, pack and address each shipment to ensure safe transportation with ordinary handling care.

3. Fees

3.1. Rounding. All Shipment weights will be rounded up to the next pound.

3.2. Dimensional Weight. Shipping charges shall be based off the actual weight in pounds or Dimensional Weight, whichever is greater. Dimensional Weight is calculated as defined in the Order Form.

3.3. Shipping Rates. Rates by zone and weight are inclusive of international airfreight, customs clearance and delivery Shipping charges shall be based off the actual weight in pounds or Dimensional Weight, whichever is greater. Dimensional Weight is calculated as defined in the Order Form.

3.4. Surcharges and Rate Changes. The global logistics provider reserves the right to apply surcharges to cover costs associated with temporary or industry-wide situations, including but not limited to, surcharges or fees that arise from industry regulatory changes, surcharges generally implemented by the industry for fuel price increases, and/or charges arising out of wars or embargoes, and/or increases in the international exchange rate of 3% or more as set forth on Bloomberg.com after the effective date. You will receive at least seven (7) days prior written notice of any increases or additions. Additionally, if carriers raise rates to the global logistics provider, the global logistics provider has the right to pass this increase on to you.

3.5. Minimum Shipment Charge: The minimum number of packages per shipment is defined in the Order Form. A sur-charge is defined in the Order Form and will apply to any shipment pick-up that falls below the specified pick-up minimum, in addition to the shipping fees.

3.6. Shipment Preparation Errors. If you fail to properly prepare a shipment which requires the global logistics provider to intervene in order to advance the shipment, you may be billed at the then current hourly rate.

3.7. Weight Audits. All shipments are subject to weight audits at any terminal. All discrepancies between the actual weight and the weight listed on the shipping label will result in a billing adjustment and be charged to you accordingly.

3.8. Undeliverable Shipments. For any shipment that is deemed undeliverable for any reason, including but not limited to invalid address, refused package or unclaimed package, the package will be returned to the destination country’s domestic hub and a fee of $10 will apply. If you choose to have the package reshipped from the domestic hub, a $5 fee will apply, plus any related shipping fees.

3.9. Other Surcharges. Other surcharges such as residential delivery, remote area, and signature required may apply.

3.10. Implementation Set-up Fee. The Implementation Set-up Fee is defined in the Order Form. The integration includes: Testing and validation of Manifest File, FTP account creation, and API consultation and integration and is due upon Agreement execution.

3.11. Tracking Provided. Full tracking is provided on Express Shipments. Milestone with delivery confirmation is provided on Economy Shipments.

4. Charges and Payment

4.1. Payment. You understand and agree that the global logistics provider will invoice you directly for all shipping fees outlined in this Shipping Addendum, including but not limited to the shipping volumes/minimums and rates, penalties, storage charges or any other related charges, and you agree to pay the global logistics provider directly for the invoiced fees. You further agree that if you fail to make timely payments of undisputed shipping fees, Digital River may deduct the undisputed fees from its settlement payments to you.

4.2. Payment Terms. The global logistics provider shall invoice you for all services rendered and shipping fees under the terms of this Agreement on the 1st and 15th day of each month. You shall have fifteen (15) days following the receipt of such invoices to pay the global logistics provider in full. If any claims or issues arise in regards to the invoices sent out by the global logistics provider, such claims or disputes shall be submitted to the global logistics provider, in writing, no later than fifteen (15) days following the receipt of the invoices. This also includes appeals to carriers related to issues that include weight calculations and adjustments. Decisions reached by carriers with respect to disputes raised by the global logistics provider on your behalf are final. Any sums not paid, whether disputed or undisputed, by you that are past due will, without further notice, bear interest calculated monthly at the rate of 1.5% per month (18% annual percentage rate) beginning thirty (30) days from the date such invoice is due and payable

4.3. Transportation Insurance. You shall be responsible for procuring insurance coverage to ensure packages included in each shipment are insured against transit, storage and carriage risks in such sums as you deem appropriate throughout the duration of this Agreement. NOTE FURTHER that you, by shipping goods pursuant to this Agreement and to the extent permitted under any insurance policy provisions, waive any and all rights of subrogation, which might otherwise exist under the insurance policies possessed by you for coverage of goods.