NARVAR SHIPPING ADDENDUM
This Shipping Services Addendum (“Shipping Addendum”) forms part of any Service Order between Narvar and Company for the provision of any Returns Shipping, Returns Rates, or Returns Consolidation Services (“Shipping Services”) and applies to any supplies, equipment, goods, wares, and merchandise that customers of Company are returning (the “Goods”) under such Service Order. Capitalized terms that are not expressly defined in this Shipping Addendum will have the meanings given to them in the master agreement between the parties for the provision of all Narvar Services (the “Agreement”). Except as specifically modified and amended in this Shipping Addendum, all of the terms, provisions and requirements contained in the Agreement shall remain in full force and effect and govern this Addendum, however, this Shipping Addendum will control in the event of a conflict with the Agreement. This Addendum is effective as of the effective date of the first Service Order that includes Shipping Services and shall be in effect until the termination of the accompanying Service Order.
1. Company Responsibilities and Warranties.
Company acknowledges that Narvar is not taking possession of or shipping the Goods but is leveraging a network of shipping providers (the “Narvar Network”), including, but not limited to, the United States Postal Service (“USPS”), Pitney Bowes, Kohls and other providers (each a “Network Provider”). Company agrees and acknowledges that Shipping Services provided by the USPS (whether directly with USPS or via a Narvar Network provider) are governed by United States Postal Service Mail Manual (the “Manual”), and that Company is responsible for complying with any obligations placed on shippers under the Manual. The Manual is available at https://pe.usps.com/DMM300/Index
Company represents and warrants that all Goods transported in accordance with this Agreement do not, and will not, contain (a) hazardous materials such that hazardous shipping papers are required under CFR 49, ORM-D, DOT, or other applicable laws, rules or regulations, (b) dangerous goods such that IATA Dangerous Goods Regulations would apply, (c) prescription drugs or other controlled substances or regulated goods, (d) pest or mold infested or otherwise unsanitary conditions that are capable of infecting or infesting other areas, goods or packages, or (e) items the transport, storage or receipt of which by the recipient would violate domestic or international law. Company shall immediately notify Narvar if it knows or should have known that it has furnished any Goods described in this Section to any shipping provider. Company shall immediately notify Narvar of any information that any Goods tendered to Narvar’s shipping partners are in violation of the laws of the United States of America.
2. Narvar Network Provider Rights.
Company understands and acknowledges that Narvar Network Providers have the following rights under its agreements with Narvar or its agents:
2.1 Right of Inspection. Network Providers reserve the right, but are not required, to open, search, screen and otherwise inspect any Goods tendered to it for transportation. Company agrees to cooperate with, and provide requested information to Narvar and its Network Providers in connection with the Network Providers’ security program and other requirements.
2.2 Right to Audit. Narvar and the Network Providers reserve the right to audit any Good, shipment, and/or invoice to verify service, selection, dimensions, or weight, and applicability of any charges. As part of that audit, Network Providers may weigh and measure any Good or shipment tendered to the Network Provider using any method the Network Provider deems appropriate. Network Provider may in its sole discretion increase or adjust charges based on the results of such audit.
2.3 Right to Reject Goods. Network Providers reserve the right to refuse to deliver and return to Company any Goods that Network Providers determine do not constitute Standard Mail, Package Service Mail or international mail that the Network Provider determines cannot be delivered by USPS (for lack of delivery address or any other cause), or that is subject to import or export restrictions in any origin or destination country ("Non-Conforming Good") within a reasonable time upon the discovery of same. Company shall reimburse Narvar for the reasonable costs and expenses associated with returning the Non-Conforming Goods to Company. Narvar shall not be responsible for any costs, expenses, or liabilities arising from a loss of, damage to, or delay in delivery of, misdelivery, or failure to deliver, any Non-Conforming Goods.
In addition to any indemnity provisions in the Agreement, Company will defend (or settle), indemnify and hold harmless Narvar from and against any damages and liabilities (including court costs and reasonable attorneys’ fees) awarded in a final judgment against Narvar, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from a third-party claim or suit against Narvar for any alleged or actual breach of Company’s representations and warranties in Section 1. This indemnification obligation shall be subject to the limitation of liability in Section 12.3(B) of the Narvar Terms of Service available at corp.narvar.com/terms-of-service.
4.1 NARVAR SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER ARISING FROM THE ACTS OR OMISSIONS OF A NETWORK PROVIDER USED IN TRANSIT TO THE RETURN DESTINATION (WHETHER A COMPANY WAREHOUSE, DISTRIBUTION CENTER OR NARVAR RETURNS PROCESSING LOCATION) INCLUDING WITHOUT LIMITATION, LIABILITY FOR ANY LOSS, MISCARRIAGE, NEGLIGENT TRANSMISSION, DAMAGE, DELAY, OR FAILURE OF DELIVERY OF ANY GOODS OR OTHER MATTER. NARVAR SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOSSES OR DAMAGES DUE TO THE FAILURE OR REFUSAL OF USPS TO ACCEPT GOODS. NARVAR SHALL NOT BE LIABLE FOR ANY MISDELIVERY, FAILURE TO DELIVER, OR LOSS OR DAMAGE TO ANY GOODS IF SUCH MISDELIVERY, FAILURE, OR LOSS OR DAMAGE IS DUE TO COMPANY OR ITS CUSTOMER’S ERROR, OMISSION OR NEGLIGENCE.
4.2 EXCEPT FOR THE INDEMNITY IN SECTION 3 ABOVE, ANY LIMITATION OF LIABILITY PROVISION IN THE AGREEMENT BASED ON FEES PAID OR PAYABLE SHALL NOT INCLUDE OR BE BASED ON FEES PAID FOR SHIPPING SERVICES.
4.3 For purposes of this section, if applicable to the carriage, Company expressly waives pursuant to 49 U.S.C. §14101, any rights and remedies Company may have pursuant to 49 U.S.C. § 14706(a) and (f).