Print and Mailing Solutions, LLC, herein referred to as PAMS, provides Co-Mail, Co-Palletization, Co-Mingle and transportation arrangement services to its customers. The person, firm or corporation authorizing PAMS to perform services, either directly or though its subcontractors, agents, or printing, binding and warehouse suppliers, is referred to herein as “CUSTOMER”. The terms and conditions under which PAMS provides services to the CUSTOMER are contained in the following paragraphs.

1. CONDITIONS OF SERVICE
   1. It is agreed and understood that once CUSTOMER tenders goods to PAMS, services provided are inclusive of Co-Mail, Co-Palletization, or Co-Mingle processing and arrangement of subsequent transportation to final destination.
2. QUOTES AND PRICING
   1. Quotes and pricing are based upon the information provided to PAMS and are estimated based on piece weight(s), distribution matrix, and additional information supplied. This is an estimate only, and actual final charges may vary based on changes in job characteristics.
3. PAYMENT
   1. CUSTOMER agrees to pay, in full, any invoice submitted by PAMS within fifteen (15) days of receipt, unless CUSTOMER disputes an amount contained on an invoice. CUSTOMER agrees to furnish written notice to PAMS of its dispute of any amount on an invoice within fifteen (15) days after CUSTOMER receives such invoice. PAMS agrees to provide to CUSTOMER full supporting documentation concerning any disputed amount or invoice within fifteen (15) days after CUSTOMER provides written notification of the dispute to PAMS. In the event that payment is past due, PAMS reserves the following rights:
      1. Any outstanding invoice, which is unpaid 30 days from the date of billing, may be subject to an additional charge at a rate of 1½ percent per month of the outstanding balance, or the highest rate of interest permitted by applicable law, whichever is greater.
      2. Any outstanding invoice, which is unpaid 60 days from the date of billing, may be subject to an additional charge at a rate of 1½ percent per month of the outstanding balance, or the highest rate of interest permitted by applicable law, whichever is greater, and may forfeit any and all discount rates.
      3. In the event PAMS engages a collection agent and/or attorney to collect unpaid balances, or to enforce any part of this Agreement, the CUSTOMER acknowledges that by entering into this Agreement, they shall pay all reasonable costs including, but not limited to, professional fees and costs, 25% of the balance due or a flat fee of $200.00, whichever is greatest, plus costs. It is further stipulated that exclusive jurisdiction shall be before the courts of the State of Illinois, venue shall be proper within the county of DuPage, and the shipper, consignee, entity requesting service,
      4. PAMS shall have a lien on any goods shipped for failure to pay for charges payable on account. PAMS may refuse to surrender possession of goods until such charges are paid.
4. CLAIMS FOR LOSS OR DAMAGE
   1. PAMS liability for loss or damage will exist only for loss or damage, which occurred during the time of possession by, and occasioned by the fault or negligence of, PAMS and will cease at the time of tender to the carrier for transportation. Claims for loss or damage will be paid at CUSTOMER’S original production cost and reshipping the goods (i.e. original costs associated with printing, packaging, handling and reshipping). PAMS does not accept liability for postage for materials tendered to the USPS, but will assist CUSTOMER in seeking a refund of postage from the USPS. Claims must be filed within sixty days after date of notice to CUSTOMER by PAMS of loss or damage. All claims must be filed in writing, accompanied by paid invoices, itemization, description, dollar amount requested, and other relevant supporting documentation.
   2. PAMS shall not be liable in any case or under any circumstances for delay or for incidental, consequential or special damages, whether or not PAMS knew, or should have known, that such damages might be incurred, including, without limitation, loss of income, interest, profits of business opportunity or bank collection fees, stop payment fees, postage, or other similar fees.
   3. All liability limitations contained in this Agreement shall survive the termination of this Agreement.
5. TRANSPORTATION
   1. PAMS shall arrange goods transported on a PS8125 from PAMS facility to USPS destinations utilizing its carriers and 3rd party logistics providers (SERVICE PROVIDER). PAMS shall solely arrange transportation on behalf of CUSTOMER and those functions include solely those functions of a shipper of goods, and, as such, do not and will not assume any liability for transportation, including specifically, but not limited to cargo liability or delay of any type and kind.
   2. PAMS shall assist CUSTOMER in the filing of transportation claims by:
      1. Accepting claims as an accommodation and not as a responsible entity to CUSTOMER or other similar claiming entity;
      2. Forwarding claims received to the applicable SERVICE PROVIDER;
      3. Relaying information to/from any applicable party in an effort to expedite and resolve the claim.
   3. PAMS has established with its SERVICE PROVIDERS transportation liability for goods transported on a PS8125, binding upon CUSTOMER under this Agreement, as provided below:
      1. SERVICE PROVIDER will not be liable in any case or under any circumstances for delay in delivery or for incidental, consequential or special damages, whether or not SERVICE PROVIDER knew, or should have known, that such damages might be incurred, including, without limitation, loss of income, loss of value, interest, profits of business opportunity, bank collection fees, stop payment fees, postage or other similar fees.
      2. Liability shall be limited to $0.86 per pound, unless the CUSTOMER requests a higher per pound rate by contract, and pays a supplemental charge per shipment. In no event shall liability be greater than the amount of loss or damage to the cargo. SERVICE PROVIDER does not assume liability for delay or postage for materials tendered to the USPS, but will assist CUSTOMER in seeking a refund in postage from the USPS, in the event of loss of, damage to or delay in delivery of such materials. If any event results in a claim, the SERVICE PROVIDER’S maximum liability will not exceed the actual cost of the original goods shipped (i.e. direct costs associated with printing, packaging, handling and shipping). SERVICE PROVIDER’S maximum liability shall be limited to $100,000 per truckload.
      3. Transportation Claim Procedures: With respect to any and all incidents of claims, the following shall strictly apply: [Failure to abide by these procedures will result in declination of a claim.] (a) Obvious damage and/or loss as annotated on the delivery receipt must be reported in writing thirty calendar days following such delivery. (b) SERVICE PROVIDER will holds no liability for concealed loss or damage claims (where damages are not annotated on delivery receipt) (c) All goods must be retained for inspection at the delivery site for fifteen days following the notification of damage and/or loss. (d) Claims for loss, damage, injury, or delay to cargo will not be voluntarily paid by SERVICE PROVIDER unless such a claim is filed in writing within ninety days of the ship date of such shipment, or in the event of a complete loss of shipment, within ninety days of the date such shipment should have been delivered, based on reasonable dispatch with respect to which such claim is made. (e) Any action at law to recover for such loss or damage shall be instituted against SERVICE PROVIDER no later than two years from the date of shipment tender. (f) in the event of litigation, jurisdiction shall be vested in the State of Illinois with Dupage County Illinois as the proper venue.
6. GOVERNING LAW
   1. CUSTOMER AND PAMS acknowledge that by utilizing and benefiting from this Agreement, constitutes entering into a contract with a material nexus so that they have sufficient contacts with the State of Illinois to vest jurisdiction therein and hereby forever waive any objection to exclusive Illinois jurisdiction, agree thereby to proper venue within DuPage County, Illinois, agree to be subject to the jurisdiction of the State of Illinois, waive any right to a trial by jury, and agree not to raise, and hereby waive, any defense based on venue, lack of personal or subject matter jurisdiction or sufficiency or service or process; provided further, that in the event such jurisdiction and venue is contested unsuccessfully, they and each of them shall indemnify (inclusive of attorney fees and costs) and hold PAMS harmless from all costs incurred.
7. GENERAL PROVISIONS
   1. Entire Agreement: This Agreement and written amendments or appendices to the Agreement constitutes the complete and exclusive statement of the terms and conditions of the parties Agreement, and supersede all prior agreements and representations, either verbal or written, between CUSTOMER and PAMS.
   2. Force Majeure: Neither CUSTOMER or PAMS will be liable to the other for any failure to perform or for delay in performance of its obligations caused by the act, default or omission of the other party or an addressee or other circumstances beyond its reasonable control, including, but not limited to fire, flood, earthquake, or other weather-related cause, war, insurrection, terrorism, riot, sabotage, epidemic, labor disputes, strikes, acts of God, acts of any governmental agency, or judicial action. The non-performing party will be excused from performance of its obligations only to the extent, and for such time, as the cause prevents or delays performance.
   3. Assignment: This agreement will not be assigned or transferred in whole or in part by either party without the written consent of the other party; provided that PAMS may assign its right to payment to a wholly-owned subsidiary.
   4. Independent Contractor: PAMS is an independent contractor. CUSTOMER will not exercise any control over the manner, means or methods by which the work to be performed under this agreement is accomplished.