x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
FOR THE QUARTERLY PERIOD ENDED June 30, 2015 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
FOR THE TRANSITION PERIOD FROM TO |
Ireland | Not Applicable |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland | Not Applicable |
(Address of Principal Executive Offices) | (Zip Code) |
Title of each class | Name of each exchange on which registered |
Ordinary shares, nominal value $0.0001 per share | The NASDAQ Global Market, The Toronto Stock Exchange |
Large accelerated filer | x | Accelerated filer | o |
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
Ordinary shares, $0.0001 par value | Number of ordinary shares outstanding as of August 4, 2015: 208,251,366 |
ENDO INTERNATIONAL PLC | |
(Registrant) | |
/s/ RAJIV DE SILVA | |
Name: | Rajiv De Silva |
Title: | President and Chief Executive Officer |
(Principal Executive Officer) | |
/s/ SUKETU P. UPADHYAY | |
Name: | Suketu P. Upadhyay |
Title: | Executive Vice President and Chief Financial Officer |
(Principal Financial Officer) |
Exhibit No. | Title |
10.19.3* | Amendment No. 2 to the Master Services Agreement, between UPS Supply Chain Solutions, Inc. and Endo Pharmaceuticals, dated June 1, 2015 |
31.1 | Certification of the President and Chief Executive Officer of Endo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification of the Chief Financial Officer of Endo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
* | Confidential portions of this exhibit (indicated by asterisks) have been redacted and filed separately with the U.S. Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended |
UPS Supply Chain Solutions, Inc. 12380 Morris Road Alpharetta, GA 30005 |
1. | Section 2.1 of Service Schedule 1 is deleted in its entirety and replaced with the following: |
2. | Exhibits A, B, C, and D are deleted in their entirety and replaced with Exhibits A.1, B.1, C.1 and D.1 attached hereto and made a part of the Agreement. |
3. | Section 2 of Service Schedule No. 2 is deleted in its entirety and replaced with the following: |
4. | The following provision is added to Service Schedule No. 2: |
5. | Exhibits A “Fees” and B “Operating Parameters” are deleted in their entirety and replaced with Exhibits A-1 “Fees” and B-1 Operating Parameters” attached hereto and made a part of the Agreement. |
UPS Supply Chain Solutions, Inc. 12380 Morris Road Alpharetta, GA 30005 |
6. | Service Schedule No. 5_ *** Agreement for All Ocean Freight Services is deleted in its entirety and replaced with the new Service Schedule No. 5_Amended and Restated *** Agreement for All Ocean Freight Services. |
/s/Matt Kristufek |
Signature |
Matt Kristukef |
Printed Name |
Vice President |
Title |
June 19, 2015 |
Date |
/s/Brian Lortie |
Signature |
Brian Lortie |
Printed Name |
President, Branded Pharmaceuticals |
Title |
June 11, 2015 |
Date |
13.1 | Product Receipt. SCS will receive all delivered Products, including stock from Client’s manufacturer. |
13.1.1 | Unloading, counting, checking and putting away of stock. |
13.1.2 | Recording products, quantities, and lot numbers received, noting visual damages, shortages and overages. |
13.1.3 | Data entry of warehouse receipts into computer system. |
13.1.4 | Special handling such as receiving unmarked cartons or breaking down pallets or cartons on receipt is subject to an assessorial labor charge. |
13.1.5 | Transmission of receipt transaction to Client and stock putaway in accordance with date expiration methodologies. |
13.2 | Product Storage. SCS will provide storage as required in accordance with Client’s WI. Temperature controlled storage will be provided based on the following guidelines: |
13.2.1 | General warehouse: 15-30 degrees Celsius |
13.2.2 | Vault: 15-25 degrees Celsius |
13.2.3 | Cooler: 2-8 degrees Celsius |
13.2.4 | Warehouse temperature and humidity will be monitored. |
13.2.5 | SCS will track product by lot number and expiration date. |
13.3 | Inventory Management. |
13.3.1 | SCS will maintain a cycle count program in accordance with SCS’s standard practice and agreed upon client’s work instructions. SCS will maintain records of all counts taken and, if requested, provide monthly reporting to Client on results achieved. |
13.3.2 | SCS will track lot number and expiration date, and identify product receipts and orders by lot number and expiry date where applicable. |
13.3.3 | SCS will support Customer’s product recall procedures. |
13.3.4 | SCS can provide automatic lot selection, e.g. FIFO, shortest expiry date, specific lot selection, as requested. |
13.3.5 | SCS will perform physical inventory at Client’s request: *** day advanced notice is required and Client will be billed for the labor hours. |
13.4 | Damaged or Expired Products. Client will be notified of damaged or expired Product. Damaged or expired Product will be returned to manufacturer or sent out to an authorized destruction company. The agreement with the authorized destruction company will be between Client and the destruction company. |
13.5 | Order Processing. SCS will provide pick, pack and shipping package labeling Services. |
13.5.1 | SCS will pick and pack carton quantities, and include bill of lading, and if instructed by WI, include invoice. |
13.6 | Product Shipment. |
13.6.1 | Client orders are made available to the warehouse on a *** basis. |
13.6.2 | Orders are prepared according to WI. |
13.6.3 | With the exception of the Cold chain product, next day processing for orders is based upon orders received in the DC by 4PM local warehouse time. All cooler parcel orders received by 6 PM LWT will be shipped the same day. |
13.7 | Routing. SCS will make routing decisions consistent with instructions provided by Client. |
13.8 | Rush Order and Emergency Order Management. Orders requiring exception handling during regular business hours, on a rush order basis, outside of normal procedures, can be handled. Rush or Emergency orders are subject to additional Fees. |
13.9 | Backorders. |
13.9.1 | Client will maintain backorders in Client ERP system and SCS fill backorders based on client direction. On Client’s direction, SCS will allocate Product when there is insufficient stock to fill all orders received. |
13.10 | Returns. SCS will provide the management of returned Product, according to Client’s WI. SCS will: |
13.10.1 | Receive returned Product into segregated area. |
13.10.2 | Provide visual inspection of incoming returns for quantity discrepancies or damage. |
13.10.3 | Transfer of returned Product back to Client. |
13.10.4 | Contact Client to obtain disposition instructions, and if requested by Client, arranging the destruction of returned Product with Clients’ standing pre-authorization. |
13.10.5 | Process customer credits for returned Product. |
13.11 | Packaging. Should Client require SCS to purchase packaging supplies, Client will identify the components required and packing specifications. Client is responsible for validation of packaging specifications. SCS will bill Client monthly for all packaging supplies utilized. |
14.1 | Return Client’s customer information database to Client. |
14.2 | Perform a complete physical inventory of all Client’s Product. SCS’s standard physical inventory Fee applies to such physical inventory. |
14.3 | Package the Product and other materials of Client and make same available on the shipping dock for pickup. The outbound transaction Fee applies on all Products to be removed from the Facility. |
14.4 | Client will arrange for pickup and transportation of all such Product and materials, at Client’s expense, by the date of such termination or expiration. |
14.5 | Provide termination assistance Services at Clients request, at Client’s expense. |
14.6 | SCS will retain records as required by regulatory agencies. |
19.1 | Forward technical inquiries to Client or Client’s designee. |
19.2 | Provide information to customers on Clients’ policies as per WI. |
19.3 | As per Client’s instructions, advise customers on deals, pricing, optimum order quantities and available discounts (if applicable). |
19.4 | Provide backorder information and product availability. |
19.5 | Process return authorization requests per Client policy and WI. |
19.6 | Provide standard reporting to Client. |
19.7 | Where instructed by Client, process Customer credits for returned Products destroyed at customer site. |
1. | Fixed Monthly Fees |
1.1 | Memphis, TN Fixed Monthly: $*** |
1.2 | Harrisburg, PA Fixed Monthly: $*** |
1.3 | Customer Service Fixed Monthly: $*** |
2. | Variable Fees |
2.1 | Memphis, TN: |
2.1.1 | Non Controlled Inbound Pallets: $*** |
2.1.2 | Vault Inbound Pallets: $*** |
2.1.3 | Cage Inbound Pallet: $*** |
2.1.4 | Cold Chain Inbound Pallets: $*** |
2.1.5 | Non Controlled Orders: $*** |
2.1.6 | Vault Orders: $*** |
2.1.7 | Cage Orders: $*** |
2.1.8 | Cold Chain Regular Orders: $*** |
2.1.9 | Cold Chain *** Orders: $*** |
2.1.10 | Non Controlled Lines: $*** |
2.1.11 | Vault Lines: $*** |
2.1.12 | Cage Lines: $*** |
2.1.13 | Cold Chain Regular Lines: $*** |
2.1.14 | Cold Chain ***Lines: $*** |
2.1.15 | Cold Chain *** eaches: $*** |
2.1.16 | Non Controlled Return Receipt: $*** |
2.1.17 | Vault Return Receipt: $*** |
2.1.18 | Cage Return Receipt: $*** |
2.1.19 | Cold Chain Return Receipt: $***No volumes associated with this |
2.1.20 | Return Lines Vault: $*** |
2.1.21 | Order Entry Lines Vault: $*** |
2.1.22 | CSOS Order Line: $*** |
2.2 | Harrisburg, PA: |
2.2.1 | Inbound Transfer Pallets: $*** |
2.2.2 | Outbound Transfer Pallets: $*** |
2.2.3 | Inbound Pallets: $*** |
2.2.4 | Non Controlled Orders: $*** |
2.2.5 | Non Controlled Lines: $*** |
2.2.6 | Non Controlled Return Receipt: $*** |
• | The inbound and outbound transfer pallet cost only apply while Harrisburg is performing an overflow function |
2.3 | Value Added Services: |
2.3.1 | Label Fee: $***per label (applies only to) |
2.3.2 | McKesson Label: $***per label |
2.3.3 | Inverted Pallet Fee: $***per pallet |
2.4 | Customer Service |
2.4.1 | IB ASN Order: $*** |
2.4.2 | IB ASN Line: $*** |
2.4.3 | Manual Order: $*** |
2.4.4 | Manual Line: $*** |
2.4.5 | EDI Line: $*** |
2.4.6 | Master Data Updates: $*** |
2.4.7 | Phone Inquiries: $*** |
2.4.8 | Return Line: $*** |
2.5 | For the Variable Fees – |
2.6 | A square footage surcharge as denoted below per square foot per month will apply when additional staging or processing floor space (for 15-25oC ambient space) is required beyond the allocated square footage level stated in Exhibit C.3: |
2.6.1 | Ambient: $***per sq. ft. |
2.6.2 | Cage: $***per sq. ft. |
2.6.3 | Vault: $***per sq. ft. |
2.6.4 | Cooler: $***per sq. ft. |
3. | Adhoc Labor Rates - Assessorial labor for physical inventory on request, visual inspection, quarantine, and special projects or additional work or special handling that is not within the scope of Services. |
3.1 | Standard Weekdays: $***/hour |
3.2 | On each anniversary of the effective date, all ad hoc Labor Rates Fees shall be subject to an adjustment. The adjustment shall be equal to the greater of *** or the same percentage increase as reflected in the unadjusted published change for the *** month period in the most recent publication, at the time of rate calculation, of the Half-Year Consumer Price Index for All Urban Consumers, U.S. All Items, Not Seasonally Adjusted (using 1982-1984 base period) (“CPI-U”), as published by the United States Department of Labor, Bureau of Labor Statistics.Assessorial Charges. |
4. | Assessorial Charges |
4.1 | Communication expenses to the extent paid by SCS on Client’s behalf: Telephone, facsimile: ***. |
4.2 | Packaging materials and operational supplies to the extent paid by SCS on Client’s behalf: ***. |
4.3 | Client add: $***per new customer |
4.4 | Product add: $***per new product over *** |
4.5 | Contract add: $***per new contract |
4.6 | Travel and related expenses: *** |
5.1 | Information Technology Labor Rates: $*** |
6.1 | SCS will submit documented invoices under a single account number for the Services provided under this Schedule to Client’s designated Accounts Payable location. SCS will reference Client PO number on each invoices. PO will be provided by client |
6.2 | SCS billing cycle is to be structured to allow transmission of invoices as follows: |
6.2.1 | SCS will invoice *** in advance on a ***basis. |
6.2.2 | SCS will invoice ***at the end of each ***. |
1. | General |
1.1. | If unsuspected seasonality (not included in the twelve month forecast or the historical operation experience) is experienced, it may have an impact on cost that will be billed back to Endo. |
1.2. | Expected Volume Growth |
1.2.1. | ***% annual volume growth for Generic product. |
1.2.2. | ***% annual volume growth for Brand product. |
1.3. | Volume split between the 2 facilities is assumed as follows: |
Memphis | Harrisburg | |
Ambient | *** | *** |
Cage | *** | *** |
Vault | *** | *** |
Cooler | *** | *** |
1.4. | Cost is based on an average of one 8-hour shift per day, 52 working weeks per year. |
1.5. | Shift will operate Monday through Friday from 8:00 AM to 5:00 PM Local Warehouse Time. |
1.6. | A schedule of activities will be agreed upon in advance of the major shipment cycles. |
1.7. | SCS will determine staffing and schedules for the distribution facility. |
1. | Facilities: |
1.1 | A *** dedicated warehouse square footage operation will reside in the Memphis, TN facility. Space requirements exceeding this square footage shall be subject to additional Fees as listed in Exhibit B. |
1.2 | A ***dedicated warehouse square footage operation will reside in the Harrisburg, PA facility. Space requirements exceeding this square footage shall be subject to additional Fees as listed in Exhibit B. |
1.3 | Security will be provided 24 hours per day. All facilities are card access and maintain a closed circuit surveillance system. |
1.4 | Facilities will be ambient controlled at 15 - 25°C, cooler will be maintained at 2-8°C. |
1.5 | Cooler and Controlled product storage will be provided in the Memphis, TN location: |
1.5.1 | Cooler product storage – *** |
1.5.2 | DEA Vault for CII product storage – ***. |
1.5.3 | DEA Cage for CIII to CV product storage – ***. |
1.6 | Cooler will be provided in the Harrisburg, PA location: |
1.6.1 | Cooler product storage – ***. |
1.7 | SCS, in the spirit of joint cooperation. may from time-to-time, deploy the use of under-utilized assets, which assets have been in whole, or in part, allocated to this business model. SCS shall notify Customer of such request in advance, and shall compensate Customer for same, at rates to be mutually agreed upon. |
1.8 | SCS will provide and maintain ownership of all material handling, warehouse, storage, and information systems equipment as required to conduct warehousing operations for Client. |
1.9 | SCS will provide all necessary I.T. equipment to support the project. |
2. | Service Requirements Hours: |
2.1 | One 8 hour shift per day, 52 weeks per year, excluding weekends. |
2.2 | The hours of operation are 8AM – 5PM local warehouse time. |
3. | Inbound |
3.1 | Annual Inbound pallets by product type are as follows |
Memphis | Harrisburg | Total | |
Ambient | *** | *** | *** |
Cage | *** | *** | *** |
Vault | *** | *** | *** |
Cooler | *** | *** | *** |
3.2 | The unit of measure for the inbound product is a pallet. |
3.3 | Palletized Product Inbound Shipments: ***% of receipts |
3.3.1 | ***% single SKU single lot pallets |
3.3.2 | *** |
3.3.3 | Pallets dimensions are assumed to be 48”x40”x52”. |
3.4 | 100% of inbound product has a barcode. |
3.5 | Upon receipt, the SKU and carton quantity will be captured. All can be captured from barcodes on the outer carton. |
3.6 | Inbound inspection consists of a count and visual check for damage. |
3.7 | Damaged or not suitable product will be clearly marked and stored in a segregated area. |
3.8 | ***% Expected volume growth over the life of the contract. |
3.9 | Serial number tracking is not required for inbound goods. |
4. | Inventory and Storage |
4.1 | There is an average of *** cartons per pallet. Average of all in product |
4.2 | There is an average of *** units per pallet. |
4.3 | Peak to average ratio is assumed to be ***. |
4.4 | Average inventory turns per year are *** |
4.5 | Storage has been designed to include the following: |
Storage Media (Pallets) | Total | Memphis | Harrisburg |
Ambient | *** | *** | *** |
DEA Vault | *** | *** | *** |
DEA Cage | *** | *** | *** |
Cooler | *** | *** | *** |
Total | *** | *** | *** |
4.6 | Pallet storage quantities stated above include the packaging materials pallet storage requirements. |
4.6.1 | Includes freezer storage for gel packs – *** pallets in Memphis and *** pallets in Harrisburg. |
4.7 | Pallets cannot be double stacked on the floor. |
4.8 | Standard SCS cycle counting is included. Cycle counting will be performed based on Clients direction as outline in the work instructions. |
4.9 | Should Client require a physical inventory, this service will be performed at ad-hoc staffing rates. |
4.10 | Client will be responsible for managing the reorder points and direct replenishment of merchandise. |
4.11 | SCS will determine all storage and picking locations and configurations. |
4.12 | *** growth is anticipated. |
5. | Order Profile |
5.1 | The following details the Annual Outbound Volume: |
Memphis | Harrisburg | TOTAL | ||
Ambient | Outbound Line | *** | *** | *** |
Outbound Order | *** | *** | *** | |
Cage | Outbound Line | *** | *** | *** |
Outbound Order | *** | *** | *** | |
Vault | Outbound Line | *** | *** | *** |
Outbound Order | *** | *** | *** | |
Cooler | Outbound Line | *** | *** | *** |
Outbound Order | *** | *** | *** | |
*** Order | *** | *** | *** | |
*** Line | *** | *** | *** | |
*** Unit | *** | *** | *** |
5.2 | Pick mode breakdown is assumed as follows: |
5.2.1 | Pallet pick orders constitute ***% of the unit volume. |
5.2.2 | Carton pick orders constitute ***% of the unit volume. |
5.2.3 | Unit pick orders constitute ***% of the unit volume. |
5.3 | Orders are planned to have the following pick profile by type: |
5.3.1 | Ambient non controlled order lines have an average of *** units per line. |
5.3.2 | CII order lines have an average of *** units per line. |
5.3.3 | CIII-V order lines have an average of *** units per line. |
5.3.4 | Cooler lines have an average of *** units per line. |
5.3.4.1 | Each *** order consists of *** lines and *** units. |
5.3.4.2 | Each direct order consists of *** lines and *** units. |
5.3.4.3 | Each drop ship order consist of *** line and *** unit |
5.4 | The unit of measure for the outbound product is a unit (“each”). |
5.5 | Pricing assumes no seasonality and spikes in volume. If high seasonality is experience, it will have an impact on cost that will be billed back to the customer. |
5.6 | ***% of product requires over-packing before shipment. |
5.7 | Outbound packaging consists of a corrugated carton, dunnage, a packing list, and a shipping label. Cold storage packaging includes shipping carton, inner cooler, frozen gel packs and shipping labels. Packing supplies are not included in the pricing. |
6. | Shipping Profile |
6.1 | Product is shipped UPS Parcel and LTL |
6.2 | Parcel shipments represent ***% of orders and ***% of unit volume. |
6.3 | LTL shipments represent ***% of orders and ***% of unit volume. |
6.4 | International Order processing is not included. ***% of orders are domestic shipments. |
6.5 | All ambient parcel orders received by 5 PM Local Warehouse Time (LWT) will be shipped the following day. All cooler parcel orders received by 6 PM LWT will be shipped the same day. |
6.6 | All LTL orders received by 5 PM LWT will be shipped the following day. |
6.7 | Any orders requiring expedited or alternate service levels will have full shipping/routing instruction included in the download instructions. Additional fees may apply to expedited orders. |
7. | Returns |
7.1 | The following details the returns volume and profile: |
Returns | UOM | Non Controlled | CII | CII-V |
Average Daily | Returns | *** | *** | *** |
Average Daily | Lines | *** | *** | *** |
Average Daily | Units | *** | *** | *** |
Average Monthly | Returns | *** | *** | *** |
Average Monthly | Lines | *** | *** | *** |
Average Monthly | Units | *** | *** | *** |
Annual | Returns | *** | *** | *** |
Annual | Lines | *** | *** | *** |
Annual | Units | *** | *** | *** |
7.2 | ***% returns are received via parcel. |
7.3 | Client will provide all Return Merchandise Authorizations prior to receipt of goods in the warehouse. |
7.4 | Inspection of inbound returns does not require any additional training or special equipment to process. |
7.5 | Returned product will be received into a “segregated area” and not used to fill orders. Client will periodically request this product to be shipped for destruction. |
7.6 | Any processing required after the return has been received, inspected, and put-away will be subject to ad-hoc labor rates. |
8.1 | SCS will provide the following customer service activities: |
8.1.1 | *** |
8.1.2 | *** |
8.1.3 | *** |
8.1.4 | *** |
8.1.5 | *** |
8.1.6 | *** |
8.1.7 | *** |
8.1.8 | *** |
8.2 | Customer Service hours of operation are Monday – Thursday 8:00 AM – 8:00 PM and Friday 8:00AM to 6:00PM Eastern Standard Time (EST). Additional hours due to holiday or other reasons must be communicated in advance to ensure coverage. |
8.3 | Daily order cut-off time will be ***. Orders received after ***will be processed during the next business day. *** for cold chain. Emergency orders processed after hours *** rate. |
8.4 | All procedures will be documented using SCS standard work instruction format and approved by Client. |
8.5 | There will be ***SKUs maintained in the OMS Product Master. |
8.6 | SCS will provide Client a file format for new products for the purpose of manually loading to the OMS Product Master. |
8.7 | SCS will not manage product substitution. |
8.8 | SCS and Client will ensure that there is only one ship-to account for each ship-to location. |
8.9 | SCS will load any additional ship-to/bill-to/parent records manually in the OMS Customer Master. Ad Hoc rates may apply. |
8.10 | SCS will operate based on the following order arrival criteria: |
8.10.1 | EDI – ***% |
8.10.2 | Phone/Fax/Email - ***% |
8.11 | Credit card processing is not included in the pricing. |
8.12 | SCS will perform licensure verification for all orders. |
8.13 | Annual volume information for CS Operation: |
Year 1 | |
Manual Inbound ASN Order Entry | *** |
Manual Inbound ASN Lines | *** |
Manual Lines | *** |
EDI Lines | *** |
Orders | *** |
Calls/Email Inquiries | *** |
Return Lines per Year | *** |
Client Master Updates | *** |
1.8. | Average inquiry duration is 3 minutes per inquiry. |
1.9. | SCS will ***. |
1.10. | SCS is not responsible to answer any medical inquiries. Endo will provide a medical inquiry telephone number so that customer service may perform a trunk-to-trunk transfer. Process will be documented in the Endo specific work instructions. |
1.11. | Patient Assistance Program is not in scope. |
1.12. | Customer maintenance will be handled by SCS. |
1.13. | Any new product launches/acquisitions must be communicated at least *** days before receipt of product can occur. |
1.14. | SCS Customer Service team needs to have visibility to pricing to provide information to customers. |
1.15. | The system will price the order based on pricing information provided by Endo. |
1.16. | *** Paper invoices will be printed and mailed by Endo. |
1.17. | There is *** |
1.18. | Sample distribution is not in scope. |
1.19. | Subscription or solicitation orders will be treated as future orders. |
1.20. | No charge order procedure will be documented in Endo specific work instructions. |
1.21. | SCS is required to process shipments to PR. |
1.22. | Rush orders will be processed based on Endo’s authorization. |
1.23. | Daily pro-active proof of delivery is not in scope. |
1.24. | Destruction orders will be scheduled in advance by Endo and entered manually by customer service staff. |
1.25. | SCS will manage backorders. All backorders are maintained in Endo’s SAP system. Backorders will be released based on direction from Endo. |
1.26. | Returns will be managed by SCS using the Endo’s return policy which will include damaged return and restocking fee rules. |
1.27. | All return credits will be keyed at current price. Returns will be received in the lowest unit of measure. |
1.28. | Call tags will be issued by SCS for all returns due to shipping error. |
11. | IT Assumptions |
11.1 | SCS will use a Warehouse Management System (WMS) to manage receiving, storage, picking, packing, shipping, and inventory. All order processing, will be perform in Client’s *** |
11.2 | The WMS may accommodate from *** up to *** warehouses for Clients. If more than *** locations are desired appropriate implementation costs will be incurred. |
11.3 | SCS will use the current Client ID. |
11.4 | New customer or SKU’s will be added according to the current Work Instructions. |
11.5 | Inventory rotation strategy is First Expire, First Out (FEFO) or as defined in client work instructions |
11.6 | Lot tracking is required. |
11.7 | The SCS WMS is the inventory system of record. |
11.8 | Client will provide a manual (fax, email or paper) Advanced Ship Notification (ASNs) for all orders shipped to the warehouse prior to receipt of goods and will include SKU level detail. |
11.9 | In the future, an electronic ASN is required for inbound receipt of e-Pedigree SKU’s. |
11.10 | Integration with Client’s host system is in place using the EDI AS2 Connection |
11.11 | Client will provide *** day notice should Client or Client third party vendors make changes to any part of the host system or related supporting systems that impacts the SCS integration. Client will provide a detailed test script / plan and SCS may request additional testing. Additional costs will apply. |
11.12 | SCS is not responsible for service failures related to Client or Client's third party vendor system upgrades, changes or enhancements. |
11.13 | Data will be exchanged with Client’s via AS2 connection. |
11.14 | Nominal User Acceptance Testing is included to test integration for new warehouses. |
11.15 | Additional trading partner integration (if required) will be handled on a per request basis. |
11.16 | Electronic interfaces with Client’s trading partners / customers will utilize a Value Added Network (VAN). |
11.17 | Client is responsible for their VAN charges. |
11.18 | All orders will be received electronically from Client’s host system. |
11.19 | CII orders must have the DEA 222 form mailed to the SCS distribution center for manual order entry and processing or client can transmit CII orders electronically. Trading partner CII order processing / Controlled Substance Ordering System (CSOS) is included in this agreement. Additional trading partner set-up will be performed at no additional charge for CSOS. However SCS ad-hoc IT rates will apply for any new customer EDI 850 set up activity. |
11.20 | Standard order validation rules apply. Orders that do not pass validation criteria will go on hold until resolved. |
11.21 | Backorder handling will follow current Work Instruction. |
11.22 | Lot number allocation is determined by the WMS. |
11.23 | Order cancellations are handled manually. |
11.24 | Client will pass the SCS carrier code in each order. The WMS does not determine the carrier. |
11.25 | Client will determine fulfilling warehouse for customer orders or a default warehouse can be established in the ship to record in the customer master. |
11.26 | SCS will migrate client to a laser pick pack. |
11.27 | The WMS interfaces with UPS Worldship and auto-populates the ship-to customer name, address and SCS service level to the shipping station. Any non-UPS carrier tracking numbers (including Bill of Ladings for TL/LTL carriers) will be manually entered by operations. Client is responsible to install any non-SCS shipping stations. |
11.28 | A standard shipping label is included. |
11.29 | Standard reports are included. Reports are generated by SCS and placed on a secured website for Client retrieval. |
11.30 | SCS is filed as a Central Reporter with the DEA and will submit monthly or quarterly state and quarterly DEA ARCOS reporting of inventory transactions by warehouse to the appropriate agencies. |
11.31 | Standard return functionality is included. |
11.32 | IT hardware such as workstations, printers, scanners, etc. is included. |
11.33 | Any changes or customization to any SCS reports, documents (invoice, pack list, etc), labels, integration specifications and system will incur additional costs. Prior to any necessary customization, modification, or enhancement, Client will submit in writing both the business reason for the change and the functional design via SCS IT Change Control process. |
12. | SCS IT Change Control |
12.1 | Any modification to SCS systems or interfaces will be managed through a SCS Change Request. Client must submit change requests to SCS according to SCS’ applicable IT change control procedure. Each change request should contain the business need and the desired date of implementation. SCS response may include: alternatives to the requested change; an estimate for completion and costs; additional requests for more detail; or a decision to not provide the change. SCS and Client will make reasonable efforts to resolve any issues with the request. Should SCS agree to implement the change request additional charges could apply. The exact completion date and time will be negotiated between the Parties. Any charges for SCS IT system changes will be billed in accordance with the Information Technology Labor rate listed in Exhibit B Fees. |
Month 1 | *** | Month 21 | *** | Month 41 | *** |
Month 2 | *** | Month 22 | *** | Month 42 | *** |
Month 3 | *** | Month 23 | *** | Month 43 | *** |
Month 4 | *** | Month 24 | *** | Month 44 | *** |
Month 5 | *** | Month 25 | *** | Month 45 | *** |
Month 6 | *** | Month 26 | *** | Month 46 | *** |
Month 7 | *** | Month 27 | *** | Month 47 | *** |
Month 8 | *** | Month 28 | *** | Month 48 | *** |
Month 9 | *** | Month 29 | *** | Month 49 | *** |
Month 10 | *** | Month 30 | *** | Month 50 | *** |
Month 11 | *** | Month 31 | *** | Month 51 | *** |
Month 12 | *** | Month 32 | *** | Month 52 | *** |
Month 13 | *** | Month 33 | *** | Month 53 | *** |
Month 14 | *** | Month 34 | *** | Month 54 | *** |
Month 15 | *** | Month 35 | *** | Month 55 | *** |
Month 16 | *** | Month 36 | *** | Month 56 | *** |
Month 17 | *** | Month 37 | *** | Month 57 | *** |
Month 18 | *** | Month 38 | *** | Month 58 | *** |
Month 19 | *** | Month 39 | *** | Month 59 | *** |
Month 20 | *** | Month 40 | *** | Month 60 | *** |
Month 1 | *** | Month 21 | *** | Month 41 | *** |
Month 2 | *** | Month 22 | *** | Month 42 | *** |
Month 3 | *** | Month 23 | *** | Month 43 | *** |
Month 4 | *** | Month 24 | *** | Month 44 | *** |
Month 5 | *** | Month 25 | *** | Month 45 | *** |
Month 6 | *** | Month 26 | *** | Month 46 | *** |
Month 7 | *** | Month 27 | *** | Month 47 | *** |
Month 8 | *** | Month 28 | *** | Month 48 | *** |
Month 9 | *** | Month 29 | *** | Month 49 | *** |
Month 10 | *** | Month 30 | *** | Month 50 | *** |
Month 11 | *** | Month 31 | *** | Month 51 | *** |
Month 12 | *** | Month 32 | *** | Month 52 | *** |
Month 13 | *** | Month 33 | *** | Month 53 | *** |
Month 14 | *** | Month 34 | *** | Month 54 | *** |
Month 15 | *** | Month 35 | *** | Month 55 | *** |
Month 16 | *** | Month 36 | *** | Month 56 | *** |
Month 17 | *** | Month 37 | *** | Month 57 | *** |
Month 18 | *** | Month 38 | *** | Month 58 | *** |
Month 19 | *** | Month 39 | *** | Month 59 | *** |
Month 20 | *** | Month 40 | *** | Month 60 | *** |
Month-1 | *** | Month-21 | *** | Month-41 | *** |
Month-2 | *** | Month-22 | *** | Month-42 | *** |
Month-3 | *** | Month-23 | *** | Month-43 | *** |
Month-4 | *** | Month-24 | *** | Month-44 | *** |
Month-5 | *** | Month-25 | *** | Month-45 | *** |
Month-6 | *** | Month-26 | *** | Month-46 | *** |
Month-7 | *** | Month-27 | *** | Month-47 | *** |
Month-8 | *** | Month-28 | *** | Month-48 | *** |
Month-9 | *** | Month-29 | *** | Month-49 | *** |
Month-10 | *** | Month-30 | *** | Month-50 | *** |
Month-11 | *** | Month-31 | *** | Month-51 | *** |
Month-12 | *** | Month-32 | *** | Month-52 | *** |
Month-13 | *** | Month-33 | *** | Month-53 | *** |
Month-14 | *** | Month-34 | *** | Month-54 | *** |
Month-15 | *** | Month-35 | *** | Month-55 | *** |
Month-16 | *** | Month-36 | *** | Month-56 | *** |
Month-17 | *** | Month-37 | *** | Month-57 | *** |
Month-18 | *** | Month-38 | *** | Month-58 | *** |
Month-19 | *** | Month-39 | *** | Month-59 | *** |
Month-20 | *** | Month-40 | *** | Month-60 | *** |
1. | Management Fees |
1.1. | Nonstandard implementation travel expenses will be billed to the customer at cost plus *** percent upon mutual agreement prior to travel |
1.2. | Management Fee: ***% of invoiced transportation expense on air freight shipments |
1.3. | Invoices received from carriers not identified in the SCS routing guide will be paid according to the carrier invoice amount. Customer will be billed a ***% surcharge per occurrence in addition to carrier freight charges. |
2. | LTL Fees |
2.1. | Rates published herein apply to shipments where SCS is shown on the original bill of lading as the payer of freight charges. |
2.2. | LTL shipments will be rated off of the CZAR Lite 2000 Tariff. |
2.3. | Management Fee: ***% of invoiced transportation expense on lanes not published in this agreement |
LTL Rate Base: Czar Lite Effective 10/01/2000 FAK Structure: NMFC Class 50 - 65 as FAK 50, NMFC Class 70 - 150 as FAK 70 and all else at actual class The listed discounts and minimums below are not inclusive of the UPS SCS Fuel Surcharge or other accessorial charges | |||
Carrier | Discount | Min | Coverage |
AACT | *** | *** | Interstate between: TX and MS |
*** | *** | Intrastate: TN | |
*** | *** | To/From KY (40219) to/from the states: OH (45066, 45242), WI (54016) | |
*** | *** | Interstate between: KY (42701) and GA | |
*** | *** | To/From KY (40219) to/from MN (55303, 55344, 55402, 55432, 55438); Intrastate: TX | |
*** | *** | Interstate between: TN and SC | |
*** | *** | Interstate between: KY (40219, 42701) and TX | |
*** | *** | To/From TN to/from the states: NC, MN (55344); To/From TX to/from the states: TN, AR | |
*** | *** | To/From TN to/from the states: AR, TX; Interstate between: IN (47274) and FL, TX and LA | |
*** | *** | Interstate between: TN and AL | |
*** | *** | Interstate between: KY (40219) and VA (24148) | |
*** | *** | Interstate between: TN and OH (45240) | |
*** | *** | Interstate between: KY (40219) and IL (60031, 60047-60048, 60056, 60060, 60064, 60085,60115, 60123-60124, 60133, 60139, 60141, 60435, 60440, 60446, 60450, 60477, 60502, 60504, 60527, 60602, 60612, 60616, 60622, 60631, 60652, 60803, 61080); To/From TN to/from the states: FL, IL (60446, 60527) | |
*** | *** | Interstate between: KY (40219) and IN (46075, 46140, 46168, 46176, 46205, 46219, 46231, 46268, 46278, 47274, 47933); To/From TN to/from the states: KY (40109, 40228), IN (46241, 47933) | |
*** | *** | Interstate between: TX and KY (40219, 40228) | |
*** | *** | Interstate between: TX and IL (60674) | |
AVRT | *** | *** | To/From KY (40219) to/from the states: LA, MS, OK, TX |
*** | *** | To/From TN (38114) and TX (76167) to/from the states: AL, AR, FL, GA, KY, LA, MS, NC, OK, SC, TN, TX, VA | |
*** | *** | To/From KY (40219) to/from KY | |
*** | *** | To/From KY (40219) to/from the states: AL, AR, FL, GA, NC, SC, TN, VA | |
DAFG | *** | *** | Between IA, IL, IN, KS (660-662), KY, MI, MN (550-554), MO, OH, WI and within IL, IN, KY, MI, MO, OH, WI |
*** | *** | To/From the provinces: PQ, ON, MB to/from the states: IA, IL, IN, KS (660-662), KY, MI, MN (550-554), MO, OH, WI | |
*** | *** | To/From the province: BC to/from the states: IA, IL, IN, KS (660-662), KY, MI, MN (550-554), MO, OH, WI | |
EXLA | *** | *** | To/From KY to/from the states: AZ, NV |
*** | *** | To/From PA to/from the states: AZ, CA, CO, ID, NV, OR, WA | |
*** | *** | To/From KY to/from the states: LA, SC | |
*** | *** | Interstate between: CA and TX; To/From DE to/from the states: AZ, CA, NV; To/From NV to/from the states: NC, TN; To/From TN to/from the states: AZ, CA, CO, NV, WA; To/From TX to/from the states: AZ, CA | |
*** | *** | To/From PA (17112) to/from NY (10017-10018, 11218, 11357, 11374, 11378, 11572, 11701); To/From KY (40219) to/from NY (10004, 10461, 10466-10468, 11106, 11204, 11220, 11230, 11235, 11357, 11359, 11373, 11378, 11432, 11590, 11701, 11713, 11768, 11777, 11779, 11788); To/From the states DE (19702) and TN (38114) to/from NY (11701) | |
*** | *** | To/From TN to/from the states: DE, MA, NJ, NY, PA, VT; Interstate between: TX and NJ | |
*** | *** | To/From KY to/from the states: CA, CO, ID, NM, OR, UT, WA, WY | |
*** | *** | To/From KY to/from the states: CT, DC, MA, MD, ME, VT | |
*** | *** | To/From KY to/from the states: AL, DE, FL, GA, IA, MI, MN, NC, ND, NE, NH, NJ, NY, OK, RI, SD, TX, VA, WI | |
*** | *** | Intrastate: AZ, CA, DE, TN, TX; To/From CA to/from the states: AZ, WA; To/From DE to/from the states: AL, FL, IL, IN, KY, LA, MI, MO, MS, NJ, NY, OH, PA, RI, SC, TN, TX, VA; To/From NV to/from the states: AZ, WA; To/From PA to/from the states: FL, IA, MN, ND, TN, TX; To/From TN to/from the states AL, AR, FL, GA, IL, IN, KY, LA, MI, MN, MO, NC, OH, SC, TX, VA; To/From TX to/from the states: AR, FL, IL, KY, LA, MO, MS, OH, TN | |
*** | *** | To/From KY to/from the states: IL, IN, PA, TN | |
*** | *** | To/From PA to/from the states: AL, CT, GA, IL, KY, MA, ME, MI, MO, NH, SC, VT, WI | |
*** | *** | Intrastate: KY; To/From KY to/from the states: AR, KS, MO, MS, OH, WV; To/From PA to/from the states: IN, NC, OH | |
*** | *** | Intrastate: PA; To/From PA to/from the states: MD, NJ, NY, RI, VA, WV | |
*** | *** | All other US direct points not listed above |
NEMF | *** | *** | To/From PA to/from the states: ME, NH, VT |
*** | *** | Interstate between: PA and IL | |
*** | *** | To/From PA to/from the states: CT, MA, RI | |
*** | *** | To/From PA to/from the states: DE, MD, NY (103-149), VA | |
*** | *** | To/From PA to/from the states: DC (200, 202-205), NY (100-102) | |
*** | *** | Intrastate: PA; Interstate between: PA and NJ | |
*** | *** | Interstate between: PA and OH | |
RDFS | *** | *** | DE to AZ |
*** | *** | DE to CA | |
*** | *** | DE to IL | |
*** | *** | DE to MO | |
*** | *** | DE to NV | |
*** | *** | DE to TX | |
*** | *** | KY to AZ | |
*** | *** | KY to CA | |
*** | *** | KY to CO | |
*** | *** | KY to ID | |
*** | *** | KY to NM | |
*** | *** | KY to NV | |
*** | *** | KY to OR | |
*** | *** | KY to UT | |
*** | *** | KY to WA | |
*** | *** | PA to AZ | |
*** | *** | PA to CA | |
*** | *** | PA to CO | |
*** | *** | PA to IL | |
*** | *** | PA to MO | |
*** | *** | PA to NV | |
*** | *** | PA to TX | |
*** | *** | PA to WA | |
*** | *** | PA to WI | |
*** | *** | TN to AZ | |
*** | *** | TN to CA | |
*** | *** | TN to CO | |
*** | *** | TN to IL | |
*** | *** | TN to MN | |
*** | *** | TN to NJ | |
*** | *** | TN to NV | |
*** | *** | TN to NY | |
*** | *** | TN to WA | |
*** | *** | TX to CA | |
*** | *** | TX to MO | |
*** | *** | TX to OH | |
*** | *** | TX to TN | |
RDWY | *** | *** | From KY to TN |
*** | *** | From KY to CT, NH, UT | |
*** | *** | From KY to WI | |
*** | *** | From KY to CO, NC | |
*** | *** | From KY to IA | |
*** | *** | From KY to DE, FL, GA, LA, MN, MO, MS, OR, SC, WA | |
*** | *** | From CA to TX | |
*** | *** | From KY to VA | |
*** | *** | From TN to PA | |
*** | *** | From KY to AL, AZ, TX | |
*** | *** | From KY to CA | |
*** | *** | From KY to IL, NY | |
*** | *** | From KY to NJ, PA | |
*** | *** | From CA to AZ, PA. From KY to MI. From PA to AZ, |
*** | *** | From AZ to AZ. From CA to CO, WA. From DE to AL, AZ, CA, DE, FL, GA, IL, IN, KY, LA, MI, MO, MS, NJ, NV. From KY to DC, ID, MA, ME, ND, NE, NM, NV, OK, RI, SD, TN, TX, VT, WV, WY. From IN to FL. From NV to AZ, MS, NC, TN, WA. From PA to CA, CO, ID, KY, MA, ME, MN, MO, NV, OR, RI,VA, VT, WA. From TN to AL, AR, AZ, CA, CO, DE, FL, GA, IL, IN, KY, LA, MA, MI, MN, MO, NC, NJ, NV, NY, OH, SC, TN, TX, VA, VT, WA. From TX to AR, AZ, CA, FL, IL, KY, LA, MO, MS, NJ, OH, TN. From WA to CA, IL, OH. | |
*** | *** | From KY to AR, MD | |
*** | *** | From PA to ND, TX, WV | |
*** | *** | From CA to CA. From PA to CT, FL, GA. From TX to TX. | |
*** | *** | All shipments between US and Canada | |
*** | *** | From KY to KS | |
*** | *** | From KY to KY. From PA to AL, NH, PA. | |
*** | *** | From KY to OH | |
*** | *** | From PA to WI | |
*** | *** | From KY to IN | |
*** | *** | From PA to TN | |
*** | *** | From PA to NC, IA | |
*** | *** | From PA to MD, MI, NJ, NY, OH, SC, | |
*** | *** | From PA to IL, IN | |
*** | *** | All other US direct points not listed above | |
UPGF | *** | *** | Inbound & Outbound, Interstates & Intrastate shipments between all points in the states of AL, AR, GA, IL, IN, KY, MD, MI, MS, NC, OH, SC, TN & VA |
*** | *** | Inbound & Outbound, Interstates & Intrastate shipments between all points in the states of AZ, CA, ID, MT, ND, NV, OR, SD, UT & WA | |
*** | *** | Outbound Interstate & Intrastate shipments from shipper locations in DE to all points in the states of DE, IL, IN, KY, MD, MI, NC, NJ, NY, PA, OH, TN, VA & WV | |
*** | *** | All Inbound, outbound & 3rd party interstate & intrastate shipments not otherwise provided for | |
*** | *** | Inbound, Outbound & 3rd Party shipments moving between points in the U.S. and all points in Canada direct |
3. | TL Fees |
3.1. | Management Fee: ***% of invoiced transportation expense on lanes not published in this agreement |
4. | GPS Monitoring Services Fees – These Fees are based on Ad Hoc usage. These Fees will be assessed only when the service is requested. |
4.1. | Customer agrees to pay the follow fees for the Monitoring Services: |
Service Level | Service Description | Unit Price per Shipment |
Tier 1 | Active Monitoring | $*** |
Tier 2 | Exception Monitoring | $*** |
Tier 3 | Emergency Response Center (ERC) Service | $*** |
4.2. | In the event that additional devices are required for ad-hoc activity or to accommodate special one time shipments, a rental fee will be assessed for each tracking device: The rental fee is $*** for a *** day usage plus shipping costs incurred. |
4.3. | Lost Geo F1 tracking devices will be charged at $*** per device. |
4.4. | Lost F2 tracking devices will be charged at $*** per device. |
4.5. | The foregoing fees shall be paid in accordance with the terms of the Agreement. |
5. | UPS Small Package Fees |
5.1. | Small Package shipments will be rated off of the UPS Small Package Standard List Rate. |
Service(s) | Baseline Incentives | Tier 1 | Tier 2 | Tier 3 |
UPS Next Day Air® - Letter FC TP UP RS RTP | *** | *** | *** | *** |
UPS Next Day Air® - Package FC TP UP RS RTP | *** | *** | *** | *** |
UPS Next Day Air® UPS Hundredweight Service® FC TP UP | *** | *** | *** | *** |
UPS Next Day Air Saver® - Letter FC TP UP | *** | *** | *** | *** |
UPS Next Day Air Saver® - Package FC TP UP | *** | *** | *** | *** |
UPS Next Day Air Saver® UPS Hundredweight Service® FC TP UP | *** | *** | *** | *** |
UPS 2nd Day Air A.M.® - Letter FC TP UP | *** | *** | *** | *** |
UPS 2nd Day Air A.M.® - Package FC TP UP | *** | *** | *** | *** |
UPS 2nd Day Air A.M.® UPS Hundredweight Service® FC TP UP | *** | *** | *** | *** |
UPS 2nd Day Air® - Letter FC TP UP RS RTP | *** | *** | *** | *** |
UPS 2nd Day Air® - Package FC TP UP RS RTP | *** | *** | *** | *** |
UPS 2nd Day Air® UPS Hundredweight Service® FC TP UP | *** | *** | *** | *** |
UPS 3 Day Select® - Package FC TP UP RS RTP | *** | *** | *** | *** |
UPS 3 Day Select® UPS Hundredweight Service® FC TP UP | *** | *** | *** | *** |
UPS Hundredweight Service® - Ground FC TP UP | *** | *** | *** | *** |
UPS Standard - Export to Canada All | *** | *** | *** | *** |
UPS Standard - Export to Mexico All | *** | *** | *** | *** |
UPS Worldwide Express® - Export Letter All | *** | *** | *** | *** |
UPS Worldwide Express® - Export Document All | *** | *** | *** | *** |
UPS Worldwide Express® - Export Pak 1 - 2 lb. All | *** | *** | *** | *** |
UPS Worldwide Express® - Export Package All | *** | *** | *** | *** |
UPS Worldwide Saver® - Export Letter All | *** | *** | *** | *** |
UPS Worldwide Saver® - Export Document All | *** | *** | *** | *** |
UPS Worldwide Saver® - Export Pak 1 - 2 lb. All | *** | *** | *** | *** |
UPS Worldwide Saver® - Export Package All | *** | *** | *** | *** |
UPS Worldwide Expedited® - Export Document All | *** | *** | *** | *** |
UPS Worldwide Expedited® - Export Package All | *** | *** | *** | *** |
UPS Standard - Import from Canada All | *** | *** | *** | *** |
UPS Standard - Import from Mexico All | *** | *** | *** | *** |
UPS 3 Day Select® from Canada All | *** | *** | *** | *** |
UPS Worldwide Express® - Import Letter All | *** | *** | *** | *** |
UPS Worldwide Express® - Import Document All | *** | *** | *** | *** |
UPS Worldwide Express® - Import Package All | *** | *** | *** | *** |
UPS Worldwide Saver® - Import Letter All | *** | *** | *** | *** |
UPS Worldwide Saver® - Import Document All | *** | *** | *** | *** |
UPS Worldwide Saver® - Import Package All | *** | *** | *** | *** |
UPS Worldwide Expedited® - Import Document All | *** | *** | *** | *** |
UPS Worldwide Expedited® - Import Package All | *** | *** | *** | *** |
UPS Ground - Single Piece Commercial PackageFC TP UP RS RTP | ||||||
Weight (lbs) / Zone | Baseline | Tier 1 | Tier 2 | Tier 3 | ||
1 | -- | 5 | *** | *** | *** | *** |
6 | -- | 10 | *** | *** | *** | *** |
11 | -- | 15 | *** | *** | *** | *** |
16 | -- | 20 | *** | *** | *** | *** |
21 | -- | 30 | *** | *** | *** | *** |
31 | -- | 150 | *** | *** | *** | *** |
151 | -- | or more | *** | *** | *** | *** |
UPS Ground - Single Piece Residential PackageFC TP RS RTP | ||||||
Weight (lbs) / Zone | Baseline | Tier 1 | Tier 2 | Tier 3 | ||
1 | -- | 5 | *** | *** | *** | *** |
6 | -- | 10 | *** | *** | *** | *** |
11 | -- | 15 | *** | *** | *** | *** |
16 | -- | 20 | *** | *** | *** | *** |
21 | -- | 30 | *** | *** | *** | *** |
31 | -- | 150 | *** | *** | *** | *** |
151 | -- | or more | *** | *** | *** | *** |
Gross Monthly Transportation Charge Band | ||
Baseline | -- | $ 0.00 - $ 476,666.66 |
Tier 1 | -- | $ 476,666.67 - $ 606,666.63 |
Tier 2 | -- | $ 606,666.64 - $ 909,999.96 |
Tier 3 | -- | $ 909,999.97 - up |
Service(s) | Minimum Per | Zone | Base Rate | Baseline Adjustment | Tier 1 Adjustment | Tier 2 Adjustment | Tier 3 Adjustment | |
UPS Next Day Air® FC TP UP RS RTP | Letter | ALL | UPS Next Day Air® - Letter | Zone 102 Letter | *** | *** | *** | *** |
UPS Next Day Air® FC TP UP RS RTP | Package | ALL | UPS Next Day Air® - Package | Zone 102 1 Pound | *** | *** | *** | *** |
UPS Next Day Saver® FC TP UP RS RTP | Letter | ALL | UPS Next Day Saver® - Letter | Zone 132 Letter | *** | *** | *** | *** |
UPS Next Day Saver® FC TP UP RS RTP | Package | ALL | UPS Next Day Saver® - Package | Zone 132 1 Pound | *** | *** | *** | *** |
UPS 2nd Day Air A.M.® FC TP UP | Letter | ALL | UPS 2nd Day Air A.M.® - Letter | Zone 242 Letter | *** | *** | *** | *** |
UPS 2nd Day Air A.M.® FC TP UP | Package | ALL | UPS 2nd Day Air A.M.® - Package | Zone 242 1 Pound | *** | *** | *** | *** |
UPS 2nd Day Air® FC TP UP | Letter | ALL | UPS 2nd Day Air® - Letter | Zone 202 Letter | *** | *** | *** | *** |
UPS 2nd Day Air® FC TP UP | Package | ALL | UPS 2nd Day Air® - Package | Zone 202 1 Pound | *** | *** | *** | *** |
UPS 3 Day Select® FC TP UP RS RTP | Package | ALL | UPS 3 Day Select® | Zone 302 1 Pound | *** | *** | *** | *** |
UPS Ground - Commercial Delivery FC TP UP RS RTP | Package | ALL | UPS Ground | Zone 2 1 Pound | *** | *** | *** | *** |
UPS Ground - Commercial Return FC TP UP RS RTP | Package | ALL | UPS Ground | Zone 2 1 Pound | *** | *** | *** | *** |
UPS Ground - Residential Delivery FC TP UP RS RTP | Package | ALL | UPS Ground | Zone 2 1 Pound | *** | *** | *** | *** |
Zone | 81 | 82 | 84 | 901 | 903 | 904 | 905 | 906 | 907 | 908 |
Letter | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Pak 1-2 lbs | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Document | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Package | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Zone | 909 | 911 | 912 | 913 | 921 | |||||
Letter | *** | *** | *** | *** | *** | |||||
Pak 1-2 lbs | *** | *** | *** | *** | *** | |||||
Document | *** | *** | *** | *** | *** | |||||
Package | *** | *** | *** | *** | *** |
Zone | 481 | 482 | 484 | 401 | 402 | 403 | 404 | 406 | 407 | 409 |
150 lbs + | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Zone | 411 | 412 | 413 | 420 | 421 | |||||
150 lbs + | *** | *** | *** | *** | *** |
Zone | 481 | 482 | 484 | 401 | 402 | 403 | 404 | 405 | 406 | 407 |
Letter | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Pak 1-2 lbs | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Document | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Package | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Zone | 408 | 409 | 411 | 412 | 413 | 420 | 421 | |||
Letter | *** | *** | *** | *** | *** | *** | *** | |||
Pak 1-2 lbs | *** | *** | *** | *** | *** | *** | *** | |||
Document | *** | *** | *** | *** | *** | *** | *** | |||
Package | *** | *** | *** | *** | *** | *** | *** |
Zone | 71 | 72 | 74 | 601/631 | 602/632 | 603/633 | 604/634 | 605/635 | 606/636 | 607/637 |
Document | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Package | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Zone | 608/638 | 609/639 | 611/641 | 612/642 | 613/643 | 620 | 621 | |||
Document | *** | *** | *** | *** | *** | *** | *** | |||
Package | *** | *** | *** | *** | *** | *** | *** |
Zone | 51 | 52 | 53 | 54 | 55 | 56 |
Package | *** | *** | *** | *** | *** | *** |
Zone | 32 | 33 | 34 | 35 | 36 | 37 | 38 |
Package | *** | *** | *** | *** | *** | *** | *** |
Zone | 91 | 94 | 951 | 952 | 953 | 954 | 955 | 956 | 957 | 958 |
Letter | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Document | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Package | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Zone | 959 | 961 | 962 | 963 | 970 | 971 | ||||
Letter | *** | *** | *** | *** | *** | *** | ||||
Document | *** | *** | *** | *** | *** | *** | ||||
Package | *** | *** | *** | *** | *** | *** |
Zone | 491 | 494 | 451 | 452 | 453 | 454 | 456 | 457 | 459 | 461 |
150 lbs + | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Zone | 462 | 463 | 470 | 471 | ||||||
150 lbs + | *** | *** | *** | *** |
Zone | 491 | 494 | 451 | 452 | 453 | 454 | 455 | 456 | 457 | 458 |
Letter | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Document | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Package | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Zone | 459 | 461 | 462 | 463 | 470 | 471 | ||||
Letter | *** | *** | *** | *** | *** | *** | ||||
Document | *** | *** | *** | *** | *** | *** | ||||
Package | *** | *** | *** | *** | *** | *** |
Zone | 61 | 64 | 651/681 | 652/682 | 653/683 | 654/684 | 655/685 | 656/686 | 657/687 | 658/688 |
Document | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Package | *** | *** | *** | *** | *** | *** | *** | *** | *** | *** |
Zone | 659/689 | 661/691 | 662/692 | 663/693 | 670 | 671 | ||||
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1. | General Project Assumptions |
1.1. | Commodities: Pharmaceuticals |
1.2. | Origin locations: Memphis, TN and Harrisburg, PA |
1.3. | Rates and charges within this Schedule are subject to modification in the event that operating parameters vary from the project assumptions listed herein. |
1.4. | Normal business hours are 8:00 AM through 5:00 PM Monday through Friday Local Warehouse Time, excluding Holidays specified in this Schedule. |
1.5. | Holiday Schedule: |
1.6. | Customer locations will route shipments according to the SCS supplied routing guide. |
1.7. | Standard Transportation management Services |
1.7.1. | Carrier sourcing and contract management |
1.7.2. | Consolidated transportation invoice for modes serviced under this agreement |
1.7.3. | Carrier routing guide management |
1.7.4. | Standard carrier and financial reporting |
1.7.5. | Bill Audit of Responsible Carrier bills and payment services |
1.7.6. | Shipment exceptions management |
1.8. | Premium Transportation management services |
1.8.1. | Carrier claims processing. |
1.9. | Other Value Added Services can be added as mutually agreed upon in writing with fees and services provided on a spot quote basis. |
1.10. | Service requirements under this Schedule exclude: |
1.10.1. | Transportation of hazardous, dangerous, or other regulated goods (meaning no special handling is requirements). |
1.10.2. | Specialized security measures for high value or high risk goods. |
1.10.3. | Temperature or climate controlled transportation. |
1.10.4. | Team driver service. |
1.10.5. | Flatbed or other specialized equipment. |
1.10.6. | Expedited or guaranteed transit. |
1.10.7. | Customs House Brokerage, Customs Clearance, Duties, Taxes, Fees or any other charge based on International shipments. |
2. | General Freight Characteristic Assumptions |
2.1. | Freight is packaged, palletized and shrink-wrapped. |
2.2. | Driver no touch, dock to dock deliveries |
2.3. | Pricing will undergo a sixty (60) day review to validate FAK and operating parameters. If determined the FAK or operating parameters are different than originally presented, SCS pricing will be modified to account for new FAK structure and operating parameters. Modified pricing will be retroactive back to original start date. |
2.4. | Carrier charges shall be billed to Customer at the agreed upon rates. SCS will use commercially reasonable efforts to minimize or eliminate price increases from its core carriers. However, SCS will pass any carrier price increases on to Customer |
2.5. | Accessorial fees, including fuel surcharge, is not included. Charges will be billed as incurred |
2.6. | In event a third party (i.e NMFC changes the commodity classification, rates may change |
2.7. | Pricing is based on current NMFC guidelines in the effect at the time of shipping |
2.8. | LTL shipments will be rated off of the CZAR 2000 Tariff. |
2.9. | Customer is to provide commodity type – SCS will pass that info to commodity type – customer description of commodity |
2.10. | Volume expectations, change in mode, change mixture LTL, TL and Small Package – and |
2.11. | Lane frequency changes |
3. | LTL Specific Assumptions |
3.1. | Standard transit based on carrier published transit times |
4. | TL Specific Assumptions |
4.1. | Single driver service transit time. |
4.2. | 53’ Dry Vans |
4.3. | Freight will be tendered 48 hours prior to pickup. |
4.4. | Rates are based on an average of top carriers rates. Therefore, rates may fluctuate based on capacity |
5. | High Value High Risk Asset Protection Plan (v.1.0) |
5.1. | Purpose |
5.1.1. | To provide a transportation asset protection plan for High Value High Risk (HVHR) shipments. |
5.2. | Scope |
5.2.1. | US distribution clients utilizing SCS Transportation Management services for TL shipments. |
5.2.2. | HVHR requirements must be documented in the client contract under the transportation service schedule. |
5.3. | Responsibility |
5.3.1. | UPS Carrier Relations- the carrier vetting & contract administration. |
5.3.2. | UPS Finance & Accounting – approval of carrier financial stability. |
5.3.3. | UPS Risk Management –approval of carrier insurance and liability. |
5.3.4. | UPS Security – approval of carrier security procedures and ability to keep freight secure. |
5.3.5. | SCS Warehouse Operations – load transfer to the carrier. |
5.3.6. | SCS Transportation Management – driver dispatch and client contracts |
5.4. | Definitions |
5.4.1. | High Value High Risk – (HVHR) |
5.4.2. | Master Transportation Service Agreement – (“MTSA”) |
5.4.3. | Truckload Carriers – (TL) |
5.5. | References |
5.5.1. | Master Transportation Service Agreement |
5.5.2. | Carrier Profile |
5.5.3. | Asset Protection Plan |
5.5.4. | Asset Protection Plan – Driver Checklist |
5.6. | General |
5.6.1. | N/A |
5.7. | Work Instructions |
5.7.1. | Only approved carriers under contract with SCS are used to transport HVHR shipments for SCS. |
5.7.2. | Carriers will complete the SCS Carrier Profile documents maintained by UPS Carrier Relations. |
5.7.3. | All carriers approved to transport HVHR loads will have a signed copy of the UPS Asset Protection Plan in their carrier file maintained by UPS Carrier Relations. |
5.8. | No HVHR load is to be brokered to another carrier. |
5.8.1. | SCS Transportation Management is to provide a HVHR approved carrier routing guide to UPS-SCS Warehouse Operations when HVHR requirements are documented in the agreement |
5.9. | Driver Dispatch – SCS Transportation Management |
5.9.1. | Team drivers should be utilized for any truckload that would require a rest period per DOT regulations. |
5.9.2. | Prior to arrival at the origin location, the driver must inspect each piece of equipment to be used on an HVHR load to ensure it is in acceptable condition and in compliance with the DOT. |
5.10. | Prior to arrival at the point of pickup the driver is to fuel the equipment. |
5.11. | Solo drivers are to be rested prior to beginning any HVHR shipment. |
5.12. | Prior to driver(s) arrival, carriers will need to provide: |
5.12.1. | Driver(s) names |
5.12.2. | Tractor Number |
5.12.3. | Trailer Number |
5.12.4. | DOT Number |
5.12.5. | PRO Number |
5.13. | Driver Pickup – UPS-SCS Operations Warehouse |
5.13.1. | All information verified prior to dispatching drivers |
5.13.2. | Verify driver(s) against driver’s license photo |
5.13.3. | Verify driver(s) for Class A CDL license |
5.13.4. | Drivers are not to carry unauthorized passengers. |
5.13.5. | Take photos of |
5.13.5.1. | Driver(s) |
5.13.5.2. | Tractor and Trailer |
5.13.5.3. | Tractor Tag and Trailer Tag |
5.13.5.4. | License Plates for both Tractor and Trailer |
5.13.5.5. | Vin number on inside door of tractor |
5.13.5.6. | DOT number on side of cab |
5.13.5.7. | File photos on shared drive, BOL and related shipping documentation in appropriate day file as defined by local operating procedures. |
5.13.5.8. | The load will be sealed with approved seal by designated UPS personnel and number notated on Asset Protection Plan driver checklist |
5.13.5.9. | Management will then review the Asset Protection Plan driver checklist in the presence of both drivers |
• | UPS Ocean Freight Services, Inc. |
• | UPS Asia Group Pte. Ltd. |
• | UPS Europe SPRL |
• | UPS Supply Chain Solutions, Inc. |
• | UPS Cartage Services, Inc. |
(i) | Subject to the liability cap at 1(A)(iv) below, for loss or damage occurring during periods of ocean carriage, as defined as the time from when ***, Logistic Provider's liability shall be USD *** United States dollars) per affected package, or in case of goods/cargoes not shipped in packages, per affected customary freight unit. |
(ii) | Subject to the liability cap at 1(A)(iv) below, for loss or damage occurring during any other portion of carriage, to specifically include surface carriage, Logistic Provider's liability shall be the lesser of USD *** United States dollars) per affected package or USD *** per pound of affected goods/cargoes. In the event the limitation amounts prescribed are held to be invalid for any reason, Logistics Provider shall nevertheless |
(iii) | Subject to the liability cap at 1(A)(iv) below, Customer may avoid the liability limitations of 1(A)(i) and 1(A)(ii) by *** with Logistics Provider in writing on a per-shipment basis, prior to shipment, and *** as applicable. ***, if applicable, shall be memorialized on the waybill carriage receipt. |
(iv) | LIABILITY CAP: Notwithstanding any other term between Logistics Provider and Customer, Logistic Provider's liability for carriage, however arising, shall *** of Customer's cargo. Any value declared by Customer for carriage for any shipment hereunder which value *** Logistics Provider's liability for carriage shall therefore be the *** liability limitation amount calculated pursuant to 1(A)(i) or 1(A)(ii), *** |
To Logistics | UPS Supply Chain Solutions, Inc. | with Copy to | United Parcel Service, Inc. |
Provider | Contracts and Compliance Department | Office of General Counsel | |
12380 Morris Road | 55 Glenlake Parkway | ||
Alpharetta, GA 30005 | Atlanta, GA 30328 | ||
To Customer | Endo Pharmaceutical Inc. | ||
1400 Atwater Drive | |||
Malvern, PA 19355 |
UPS Supply Chain Solutions, Inc. By: /s/Stuart F. Lund Name: Stuart F. Lund Title: Vice President Healthcare Date: June 17, 2015 | “Customer” Endo Pharmaceutical, Inc. By: /s/Brian Lortie Name: Brian Lortie Title: President, Branded Pharmaceuticals Date: June 16, 2015 |
UPS Ocean Freight Services, Inc. By: /s/Steve McMichael Name: Steve McMichael Title: Director, UPS Ocean Date: June 16, 2015 | This Agreement may be executed by the parties in multiple original counterparts at different locations, which counterparts together shall constitute the entire agreement of the Parties. |
UPS Asia Group Pte. Ltd. By: /s/Jeff McCorstin Name: Jeff McCorstin Title: President Freight Forwarding Date: June 19, 2015 | |
UPS Europe SPRL By: /s/Jens Poggensee Name: Jens Poggensee Title: Managing Director Date: June 18, 2015 |
/S/ RAJIV DE SILVA | |
Rajiv De Silva | |
President and Chief Executive Officer (Principal Executive Officer) | |
Date: | October 6, 2015 |
/S/ SUKETU P. UPADHYAY | |
Suketu P. Upadhyay | |
Executive Vice President, Chief Financial Officer (Principal Financial Officer) | |
Date: | October 6, 2015 |