Special Saving for Small Business

FedEx agrees to provide specified Canadian-domestic, Canadian-export and Canadian-import FedEx Express transportation services and Canadian-domestic and Canada to US FedEx Ground transportation services to Customer under the terms contained in this Agreement. Pricing for such FedEx services (expressed as percentage discounts off applicable published FedEx transportation rates (in Canadian dollars) in effect at the time of shipment) (the “Pricing”) is listed in the FedEx Discount Enrolment Form above (the “Pricing Attachment”) and incorporated herein by reference. Pricing does not apply to or include applicable special handling fees, surcharges, ancillary and other charges. All applicable special handling fees, surcharges, ancillary and other charges (including those surcharges/fees specifically in respect of Canadian-import FedEx Express shipments) shall apply to shipments hereunder. The amounts of such applicable special handling fees, surcharges, ancillary and other charges shall be the published amounts for such fees/charges in effect at the time of shipment. The dimensional weight factor applicable to Canadian-import FedEx Express shipments shall be the applicable dimensional weight factor specified in the FedEx Service Guide (Canadian Edition) in effect at the time of shipment. The FedEx Express Fuel Surcharge applicable to Canadian-import FedEx Express shipments shall be as specified at www.fedex.ca/fuel at the time of shipment. The Pricing is for Customer’s exclusive use and benefit and may not be resold or otherwise extended to any other party without the prior written consent of FedEx. The Pricing is effective as of a date within five (5) business days of the date identified above (the “Effective Date”).
 

The Pricing (as well as base transportation charges revenue for purposes of the “Shipping Objective” calculation described below) will only apply in respect of account numbers and barcodes verified by FedEx. Customer agrees to ensure that the proper account number(s) or barcode(s) appears on the applicable air waybill or other form of documentation and acknowledges that Pricing will not be applied to packages that do not correctly reference the proper account number(s) or barcode(s).
 

Customer acknowledges that the Pricing set out in the Pricing Attachment shall only apply if Customer achieves an Average Daily Net Revenue of CDN$5.00 (FedEx Express and FedEx Ground domestic, export and import combined) (the “Shipping Objective”) within ninety (90) days of the Effective Date and maintains such Shipping Objective at all times thereafter during the term of this Agreement. Average Daily Net Revenue refers to the total base transportation charges revenue received by FedEx hereunder since the more recent of the Effective Date and the date twelve (12) months prior to the date of calculation of Average Daily Net Revenue (the “Calculation Period Start Date”), divided by the total number of business days since the Calculation Period Start Date (FedEx has twenty-two (22) business days per month). Customer further acknowledges and agrees that any failure to so achieve or maintain the Shipping Objective may result in a Pricing change, in FedEx’s sole discretion; in such event, FedEx may apply modified rates to Customer shipments upon fifteen (15) days written or electronically transmitted notice. Customer also acknowledges and agrees that any failure to so achieve or maintain the Shipping Objective may result in the immediate termination of this Agreement by FedEx, in FedEx’s sole discretion, upon written or electronically transmitted notice. Audits of shipping activity level may be performed at any time without notice, in FedEx’s sole discretion.
 

Subject to the terms and conditions of this Agreement, each shipment made with FedEx is subject to the country of origin location’s terms and conditions of carriage and the country of origin location’s FedEx Service Guide in effect at the time of the shipment, which terms are incorporated into this Agreement by reference. FedEx reserves the right to modify the applicable FedEx Service Guide and/or modify the applicable published FedEx 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 www.fedex.ca for changes in the FedEx Service Guide (Canadian Edition), www.fedex.com for changes in the FedEx Service Guide (US Edition), and www.fedex.com (through which the country of origin location’s local FedEx website is available) for changes in the FedEx Service Guide of the country of any other origin location. In the event there is a conflict between this Agreement and the applicable FedEx Service Guide, the provisions of this Agreement control.
 

Customer agrees to remain current on all payables to FedEx. Payment is due within fifteen (15) days from the invoice date. However, invoices for duties and taxes are payable on receipt. 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.
 

Customer agrees that the terms of this Agreement, including the attached Pricing, are confidential and shall be held in strict confidence. However, nothing herein shall restrict Customer from disclosing any portion of such information on a restricted basis pursuant to a judicial or other lawful government order, but only to the extent of such order and only after Customer provides FedEx with immediate notice of such order so that FedEx may contest the order or obtain a protective order, if it deems necessary. Customer agrees not to post or publicly display the terms of this Agreement or the Pricing. Customer also agrees that any discussions or negotiations regarding the attached Pricing or any changes thereto (including but not limited to any future pricing offering) are also confidential and are subject to this provision of confidentiality.
 

This Agreement commences on the Effective Date and continues until terminated by either party in accordance herewith. Either party may terminate this Agreement immediately upon written or electronically transmitted notice to the other party due to the other party’s noncompliance with the terms of this Agreement. Either party may terminate this Agreement without cause and without penalty at any time upon fifteen (15) days written or electronically transmitted notice to the other party.
 

This Agreement supercedes all Pricing Agreements and Addenda, if any, for FedEx Express and/or FedEx Ground services between FedEx Express and/or FedEx Ground and Customer for the designated account(s) number(s) and barcode(s) relating to the services and package types covered by this Agreement and identified on the Pricing Attachment. Pricing cannot be combined with other offers or discounts.
 

It is the express wish of the parties hereto that this document be drafted in English. Les parties ont exigé que le présent document soit rédigé en langue anglais.
 

This Agreement has been pre-signed by FedEx with an electronic signature, and shall only be binding upon FedEx when executed by Customer if Customer has made no additions, deletions or changes to the Agreement. An executed electronic facsimile copy of this Agreement will be binding on Customer and will be admissible evidence of Customer’s agreement to the terms and conditions hereof in lieu of an original signature copy.