(updated December 22, 2010)
This Agreement is made and entered into by and between United Parcel Service, Inc. ("UPS") and ("Shipper") for the provision of services related to the transportation of packages containing wine ("Wine Shipments"). This Agreement applies only to Wine Shipments. All other shipments by Shipper, including shipments containing alcoholic beverages other than wine, are governed by the UPS Tariff/Terms and Conditions of Service, the UPS Rate and Service Guide, and any other agreement between Shipper and UPS.
UPS agrees to transport Wine Shipments for Shipper on the following terms and conditions:
- Applicable Terms. UPS shall provide services for Wine Shipments only pursuant to the terms and conditions set forth in this Agreement and attached Addenda, and as they may be amended from time to time. All Wine Shipments also are subject to the UPS Tariff/Terms and Conditions of Service, and the UPS Rate and Service Guide in effect at the time of shipping, the terms of which are each incorporated herein by this reference. In the event of any conflict between the terms set forth in the UPS Rate and Service Guide and UPS Tariff/Terms and Conditions of Service on the one hand, and the terms set forth in this Agreement on the other hand, the terms of this Agreement shall govern.
- Geographic Coverage. UPS shall provide service for Wine Shipments only to and from the states set forth in Addendum A. UPS reserves the right to add or eliminate permitted states in its discretion without prior notice. Shipper shall not tender Wine Shipments to UPS where the origin or delivery address is in a state not set forth in Addendum A.
- Shipping By and To Licensed Parties. Shipper represents, warrants and covenants that (i) it has effected and/or obtained and will maintain all licenses, registration, government approvals and authority required by applicable law to cause to be transported Wine Shipments to Shipper's consignees; (ii) all Wine Shipments are consigned only to consignees who are licensed or otherwise authorized to receive the Wine Shipments under all applicable laws and regulations; and (iii) Shipper's Wine Shipments can be transported by common carrier. Shipper shall provide on request copies of all licenses evidencing Shipper's authority to ship wine. Shipper shall verify with the consignee of each Wine Shipment that, where required by law, the consignee is licensed or authorized to receive Wine Shipments.
- Shipper Compliance With Law.
- Shipper shall be solely responsible for keeping informed of and in compliance with all applicable laws and regulations governing Wine Shipments, including but not limited to, requirements regarding documentation, licensing, labeling, packaging, quantity restrictions, payment of taxes or fees, and consignee regulatory compliance. Shipper acknowledges and agrees that UPS shall not be responsible for identifying or interpreting any applicable laws or regulations affecting Shipper's Wine Shipments and that this function is solely Shipper's responsibility.
- Shipper shall not tender to UPS any Wine Shipment that does not comply with all applicable laws and regulations. Shipper represents and warrants that all Wine Shipments tendered to UPS for shipment comply with all applicable laws and regulations.
- UPS shall have the right in its sole discretion to demand from Shipper proof that Shipper has complied with all applicable laws and regulations.
- UPS shall have no liability to Shipper in circumstances where UPS complies with instructions or requests from law enforcement or other governmental authorities, even if such instructions seem to be inconsistent with applicable laws and regulations.
- Shipper Compliance With UPS Requirements. Shipper shall comply with UPS's packaging, labeling, and other requirements set forth in this Agreement, including the requirements set forth in the Addenda, and any amendments that may be made to those requirements. Shipper acknowledges and agrees that the provision of any UPS-provided packaging or labeling, including packaging and labeling required by this Agreement, is not a representation or warranty by UPS that the packaging or labeling complies with applicable laws and regulations for Wine Shipments.
- Package Level Detail ("PLD"). Shipper shall 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. Shipper 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 UPS Service Icon and a UPS 1Z Tracking Number Bar Code. Shipper further agrees that all shipping locations will use a UPS OnLine or OnLine compatible shipping solution that is approved and authorized by UPS as such.
- Adult Signature Required; Labeling. Shipper shall only engage UPS to transport Wine Shipments destined for adult consignees. Adult means a person 21 years of age or older. Shipper shall request UPS's Delivery Confirmation Adult Signature Required service for all Wine Shipments. Shipper must use a UPS automated shipping system to initiate a request for Delivery Confirmation Adult Signature Required service. Shipper must affix a UPS Special Delivery Instructions Label to each Wine Shipment.
- Reporting; Record-Keeping Requirements. Shipper shall provide UPS, upon request, information necessary to enable UPS to comply with applicable state law reporting and record-keeping requirements for each Wine Shipment as determined by UPS in its sole discretion, which information may include, but not be limited to, consignee name and address, pick up date and package weight for each Wine Shipment.
- Indemnification. Shipper agrees to indemnify, defend, and hold harmless UPS, its parent corporation, United Parcel Service, Inc. (a Delaware corporation), and its affiliated companies, their officers, directors, employees, agents, and their successors and assigns, from all claims, demands, expenses (including reasonable attorneys' and consultants' fees), liabilities, penalties, costs, causes of action, enforcement procedures, and suits of any kind or nature (hereinafter "Claims"), of which UPS may hereinafter incur as a result of Shipper's breach of this Agreement, or performance of its obligations under this Agreement, or its or its consignee's non-compliance with any laws and regulations applicable to Shipper's Wine Shipments, whether such action is brought by a governmental agency or other person or entity.
- Returns or Disposals. Where UPS is unable to deliver a package to an adult recipient for any reason, and return of the package is refused or cannot otherwise be returned to the shipper, UPS shall retain the right in its sole discretion to dispose of the package. Shipper shall promptly provide all assistance that may be required by UPS to effect a return of the package, including completing any necessary forms and accepting return or alternate delivery. Without prejudice to any other rights of UPS, Shipper shall indemnify UPS for any cost, liability, penalty, or expenses it may incur in relation to such returns, including any payment of taxes or fees. UPS reserves the right to dispose of any Wine Shipment tendered for shipment which the Shipper is prohibited from shipping, which UPS is not authorized to accept, which UPS states that it will not accept, or which UPS has a right to refuse.
- Loss or Damage. UPS's liability to Shipper for the loss of or damage to goods transported pursuant to this Agreement shall be as set forth in the UPS Tariff/Terms and Conditions of Service and UPS Rate and Service Guide in effect at the time of shipping.
- Service Guarantee. UPS, in its sole discretion will determine if delivery can be completed and may request photo identification verifying the recipient's age before completing delivery. The remedy under the Service Guarantee offered by UPS in certain circumstances defined in the applicable UPS Tariff/Terms and Conditions of Service shall not apply if a Wine Shipment is delayed due to UPS's inability to deliver to an appropriate adult recipient as shall be determined by UPS in its sole discretion.
- No Dangerous Goods or Hazardous Materials. Shipper shall not tender any Wine Shipment that is subject to dangerous goods or hazardous materials laws or regulations.
- Term; Termination. The term of this Agreement shall be for one year from the date set forth below. This Agreement shall be automatically renewed for successive one-year periods unless terminated in accordance with this paragraph. Either party may cancel and terminate this Agreement at any time upon seven (7) days' written notice to the other party. Notwithstanding the foregoing, UPS shall have the right to terminate this Agreement immediately and to cease providing service to Shipper if Shipper fails to comply with any provisions of this Agreement and/or any applicable laws or regulations. If Shipper ships Wine Shipments from more than one location, and Shipper fails to comply with any provision of this Agreement or any applicable laws or regulations, UPS in its sole discretion may terminate some or all of Shipper's shipment locations.
- Entire Agreement. This Agreement sets forth the full and complete understanding of the parties with respect to the transportation of Wine Shipments, and supersedes any and all agreements and representations between the parties with respect to the matters herein made or dated prior to the date set forth below.
- Amendment. UPS shall have the right to unilaterally modify or amend any requirements for Wine Shipments, including as set forth in the Addenda, at any time without prior notice. The effective versions of the Addenda will be those versions posted at www.ups.com/wine at the time of shipping. Notwithstanding the foregoing, UPS may amend the Agreement in part or in whole at any time upon seven (7) days written notice to Shipper.
Pursuant to the terms of this Agreement, UPS permits the following types of wine shipments:
Licensee to Consumers: Shipments of wine from licensed shippers located in a state in the column labeled "Origin" may be shipped to consignees in a state listed in the column labeled "Direct Shipment".
On-Site Purchase Shipments: Shipments of wine from licensed wineries located in a state in the column labeled "Origin" may be shipped to purchasers in a state listed in the column labeled "On-Site Purchase Shipment", provided the following conditions are satisfied:
(a) the wine was purchased while the purchaser was physically present at the winery;
(b) the purchaser of the wine provided the winery verification of legal age to purchase the wine;
(c) the wine is for personal use only and not for resale;
(d) the purchaser could have lawfully personally transported the wine into the destination state; and
(e) the purchaser is the consignee.
Licensed to Licensed: Shipments of wine from licensed shippers located in a state in the column labeled "Origin" may be shipped to a licensed consignee in a state listed in the column labeled "Licensed Consignees".