Warehouse and Fulfillment Service Agreement
This Operation Agreement (the "Agreement") is entered into between Barn Depo, BARNDEPO L.L.C., a Florida Limited Liability Company established and existing under the laws of the State of Florida, with its principal place of business at Miami Gardens, Florida (hereinafter referred to as the "Company"), and Business receiving this service “Business.” The Business and the Company shall collectively be referred to as the "Parties."
As used in this Agreement, "we," "us," and "Company" means the applicable Operation Contracting Party and any of its applicable Affiliates, and "you" and “Business” means the customer of the services which receives these services and any of its Affiliates outlined in this agreement.
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Purpose:
The company operates a logistics platform specializing in fulfilling eCommerce orders for direct-to-consumer brands. The Company provides reliable fulfillment services, utilizes a state-of-the-art warehouse located in Florida, and leverages connected technology to enhance transit times, reduce shipping costs, and elevate the delivery experience for the Business’ customers.
2. Service:
The company agrees to provide the following services to the Business:
2.1. Order Fulfillment. The Company will receive, pick, pack, and ship the Business’ eCommerce orders to end customers in accordance with the Business’ specifications and the terms outlined in this Agreement.
2.2. Warehouse Management. The company will manage and maintain the warehouse located in Florida, ensuring efficient storage, inventory management, and security of Business products.
2.3. Unboxing, Re-Boxing and Labeling. Upon request by the Business, the Company will unbox and label the stored shipments for proper identification and organization. In cases where re-boxing is required or requested by the Business, the Company will carefully and securely re-package the items before delivery. The Company will use appropriate packaging materials to ensure the safety and integrity of the items during transportation.
3. Payment and Pricing:
The Business shall make payments for the Goods/Services according to the pricing outlined in the Schedule of Rates attached here to this agreement. Payment shall be made on app.barndepo.com. Should any additional charges arise after the purchase, the Business is required to settle the payment promptly; failure to do so will result in a denial-of-service provision. The Business acknowledges the Company's lack of responsibility for any damages that might arise during storage or delivery owing to factors beyond the Company's control. The Business shall pay the fees for the Goods/Services as follows: Shipping costs, warehouse service, boxing and labelling, including any applicable taxes, fees, or additional charges.
4. Delivery Terms:
The Company will facilitate the delivery of the labelled shipments, including any re-boxed items, to the specified delivery addresses provided by the Business. The Company will utilize appropriate transportation methods to ensure the safe and timely delivery of the items.
4.1. Delivery Place of Company. The Business shall deliver the Goods/Services to the Company’s specified location.
4.2. Delivery Schedule. The Company shall diligently adhere to the delivery schedule, ensuring the timely and secure transportation of the stored items to the locations specified by the Business. The Business shall be responsible for any additional shipping costs.
5. Term and Termination:
5.1. Term. The term in this Agreement will commence on the Effective Date and remain in effect until terminated pursuant to this Agreement (the “Term”). The validity of the date shall commence upon acceptance of the terms outlined in this agreement.
5.2. Termination. Either Party may terminate this Agreement with a seven-day notice period, written notice to the other Party, in the event of a material breach of the terms of this Agreement. The Company shall terminate the Business’s use of any Services immediately if the Company determines that the Service may be used for deceptive, fraudulent, or illegal activity.
5.3. Effect of Termination. Upon the Termination Date: a) All of Business’s rights under this Agreement immediately terminate; b) Business remains responsible for all fees and charges Business has incurred through the Termination Date; All sections in this agreement will continue to apply in accordance with their terms.
6. Warranty Disclaimers:
6.1. Company Warranties. The Company makes no warranties, express or implied, regarding the Goods/Services, including but not limited to any warranties of merchantability or fitness for a particular purpose. The Business acknowledges that the Goods/Services are provided "as is" and "with all faults."
6.2. Business Warranties. The Business warrants that the information as to count, weight, description and condition of the goods set forth on any delivery document is accurate and complete and may be relied upon by the Company. The Business acknowledges and agrees that Company has no obligation to verify the quantity, content, condition or quality of the goods delivered to the Company for storage and reshipment. The Business further warrants that all individual packages, pieces and items are clearly marked.
7. Indemnification:
The Business shall indemnify and hold harmless the Company from any claims, damages, or liabilities arising out of or related to the use of the Goods/Services.
8. Waiver of Liability and Assumption of Risk:
8.1. Waiver of Liability. The Business acknowledges and agrees that using the Services provided by the Company involves certain inherent risks, including, but not limited to, risks associated with storage, unboxing, labelling, re-boxing, and delivery of items. The Business hereby waives, releases, and discharges the Company, its officers, directors, employees, agents, and affiliates (collectively, the "Released Parties") from any and all liability, claims, demands, actions, or causes of action arising out of or related to the Services, including, but not limited to, any injury, loss, damage, or expense incurred during the course of using the Services.
8.2. Assumption of Risk. The Business acknowledges and assumes all risks, including the risk of personal injury, property damage, and financial loss, arising from the use of the Services. The Business voluntarily chooses to use the Services with a full understanding of the associated risks.
8.3.Limitation of Liability. The Company will not be liable (whether in agreement, warranty, tort (including negligence, product liability, or other theory) to the Business or any other person for the cost of cover, recovery, or recoupment of any investment made by the Business or the Business’s affiliates in connection with this agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this agreement, even if Company has been advised of the possibility of those costs or damages.
9. No Liability for Company Regarding Bills of Purchases. The Business acknowledges and agrees that the Company shall have no liability whatsoever regarding the bills, payments, or financial transactions related to the purchases made by the Business. The Company shall not be responsible for any disputes, claims, or issues arising from the Business's purchases or financial obligations. THE BUSINESS ALSO ACKNOWLEDGES THAT ALL THE PURCHASES MADE TO DELIVER TO THE COMPANY WILL BE BILLED IN THE BUSINESS’S NAME.
10. Intellectual Property:
Any intellectual property rights associated with the Goods/Services, including but not limited to patents, trademarks, and copyrights, shall remain the exclusive property of the Company.
11. Entire Agreement:
This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, negotiations, or understandings, whether written or oral, relating to the subject matter hereof.
12. Assignment:
The Business cannot assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void and causes a material breach of the agreement.
13. Claims:
The Business shall notify the Company in writing of any loss, damage, shortage, failure to deliver and/or misdelivery of goods within three (3) business days after the discovery by the Business of such loss, damage, shortage, failure to deliver and/or misdelivery. The Business must retain and permit the Company to inspect the goods relating to such claim. Any arbitration proceeding must be commenced within three (3) months following the date such claim arose. Failure to comply with any of the foregoing shall preclude the Business from maintaining any claim or suit against the Company.
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14. Governing Law and Dispute Resolution:
14.1. Applicable Law. The Agreement and the rights and the obligations of the Parties under it will be governed by the Florida Law (without regard to conflict of laws or rules)
14.2. Dispute Resolution. Any controversy or claim arising out of or relating to this agreement or the breach thereof shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The tribunal will consist of three arbitrators. The seat of the arbitration will be Miami, Florida, USA. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof.
15. US Customs Liability and Permits:
15.1. US Customs Liability. Business acknowledges that it is responsible for compliance with all customs and importation laws and regulations. The company shall not be held liable for any delays, fines, penalties, or other liabilities resulting from the Business's failure to comply with US Customs and Border Protection (CBP) requirements.
15.2. Permits and Regulatory Compliance. Business shall obtain and maintain all necessary permits, licenses, and authorizations required by the US Customs and Border Protection for the importation and exportation of its products. Businesses shall promptly provide evidence of such permits and regulatory compliance to the Company upon request.
15.3. Customs Declarations. Business shall accurately provide all required information to the Company for customs declarations, including product classifications, values, and country of origin. Any incorrect information provided by Business that results in customs issues or penalties shall be the responsibility of Business.
15.4. Customs Audits and Inspections. Business acknowledges that customs authorities may audit or inspect shipments. In the event of a customs audit or inspection, the Business shall cooperate fully with customs authorities and provide any necessary documentation or information. Any costs, fines, or penalties resulting from customs audits or inspections related to the Business's shipments shall be borne by the Business.
15.5. Customs Duties and Taxes. Business shall be responsible for all customs duties, taxes, and fees associated with its imported or exported products. Company shall not be responsible for any customs duties, taxes, or fees incurred by Business. By signing this Agreement, Business acknowledges its understanding of the responsibilities outlined in this section regarding US Customs and Border Protection compliance and permits.
16. Miscellaneous:
16.1. Force Majeure. The Company will not be liable for any delay, damage, loss or any failure to perform any of its obligations under this Agreement by reasons, events or other matters beyond our reasonable control, including, without limitation, acts of God, earthquakes, floods, hurricanes, tsunamis, fire, catastrophe, acts of war, civil or military disturbances, acts of terrorism, sabotage, strikes, work stoppages, lockouts, accidents, nuclear catastrophes, epidemics, pandemics (as defined by the World Health Organization) or other medical crisis, sanctions, embargoes, confiscation, seizure, government actions, insurrections, riots, civil commotions and loss of electrical or other sources of power.
16.2. No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
16.3. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to give effect to the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.
16.4. No Waivers. The failure by a party to enforce any provisions of this Agreement will not constitute a present or future waiver of such provision nor limit such party’s right to enforce such provision at a later time.
16.5. Customer Returns. You will be responsible for and will accept and process returns of, and provide refunds and adjustments for, any Goods in accordance with the Agreement (including the applicable Service Terms and Program Policies).
17. Definitions:
For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:
17.1. Affiliate. The term “Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
17.2. Services. The term "Services" refers to the warehouse storage, unboxing, labelling, re-boxing, and delivery of items as detailed in Section 1 of this Agreement.
17.3. Storage Fees. The term "Storage Fees" refers to the charges levied by the Company for the storage of items.
17.4. Delivery Schedule: The term "Delivery Schedule" refers to the timeline for delivering the labeled and re-boxed items to the specified delivery addresses.
18. Product Authenticity Verification:
The Warehouse Owner is responsible for verifying the authenticity of all products entering the warehouse. This verification process is carried out in accordance with officially recognized product authenticity verification procedures in the United States.
The authenticity verification of products is conducted using official verification sources provided by the warehouse owner. These sources may include checking product serial numbers, examining the authenticity of product packaging, and utilizing authentication services offered by the United States government or relevant official entities.
Additionally, the warehouse owner verifies whether the products entering the warehouse completely match the listings on Amazon. This verification is done by comparing descriptive features, brand names, and SKU (Stock Keeping Unit) numbers of the products.
In case of any uncertainty or suspicion during the authenticity verification of a product, the warehouse owner immediately informs the customer and provides guidance on the necessary steps to be taken. These steps may include providing additional documents to verify the authenticity of the product, contacting the relevant brand or manufacturer, or subjecting the product to official authentication procedures if necessary.
The warehouse owner shall not be held responsible for any consequences arising from errors or negligence during the product authenticity verification process. The customer is responsible for providing the necessary documents for product authenticity verification accurately and completely.