MYWAREHOUSE LTD FULFILMENT AGREEMENT

GENERAL TERMS

THIS AGREEMENT IS MADE AND ENTERED INTO BY AND BETWEEN YOUR COMPANY ("YOU") AND MYWAREHOUSE LTD, COMPANY REGISTRATION NUMBER 6752415. BY REGISTERING FOR OR USING THE FULFILMENT SERVICE, YOU (ON BEHALF OF YOUR COMPANY) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
We reserve the right to amend these terms at any time and in such circumstances you will be notified at least 7 workings days BEFORE the new terms are effective.
As used in this Agreement, “we” and “us,” means the myWarehouse company named in the applicable Service Terms. If there is any conflict between these General Terms and the applicable Service Terms, the Service Terms will govern.

REGISTRATION

To activate the fulfilment service, you must complete the registration process. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law (for example, limited liability companies, sole traders or partnerships).You must provide us with your full company name, address, phone number, VAT (if applicable) and company registration number (if applicable) as well as contact details including e-mail address. By registering for or using myWarehouse, your company agrees to be bound by the terms of this Agreement.

YOUR PRODUCTS

Once you have registered with us, you can upload your products to us either via API or manually using the web form within myWarehouse. All compulsory information (e.g. dimensions, weight) must be provided and as accurately as possible.

If your products are delivered to the warehouse without valid barcodes, REGARDLESS OF WHETHER THEY ALREADY EXIST IN YOUR PRODUCT TABLE, you will incur additional charges for corrective action. In the case of storage being incorrectly charged as a result of inaccurate product dimensions, you will be charged retrospectively for the correct storage fees or refunded if you have overpaid.

To ensure all your products comply with our service terms, every product will be subject to our final approval, usually upon receipt. You may not include any Oversized Product without our prior agreement. We reserve the right to refuse some products either because they are un-approved Products or we believe they may be hazardous or unacceptable for any reason.

PRODUCT AND SHIPPING INFORMATION

In accordance with this agreement, you will provide in the format we require accurate and complete information about your Products registered in myWarehouse and provide us with Fulfilment details for any Products that require us to pick/pack/ship. It is your responsibility to provide us with accurate information, specifically address details, to enable a successful trouble- free fulfilment process. You agree to promptly update any information about your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete. Please not specifically that failure to provide accurate deliverable addresses may incur an administration charge as we may have to intervene to ensure the order consigns correctly.

DELIVERING PRODUCTS TO MYWAREHOUSE

You will ship Products to us in accordance with our requirements ensuring that:
a) All Products are properly packaged for protection against damage and deterioration during shipment and storage;
b) terms of freight “C.I.P (Carriage and Insurance Paid) Destination” for domestic UK origin and“D.D.P (Delivery Duty Paid) Destination” for non-domestic UK origin; and
c) All Products comply with myWarehouse’s labelling and other requirements. You will be responsible for all costs incurred to ship the Products to our Fulfilment Centre (including costs of freight and transit insurance).
d) To avoid additional costs and delay, please ensure all Products have been added to your MMS product table prior to delivery, complete with accurate dimensions, weight and a valid barcode

FOR PRODUCTS ARRIVING FROM OUTSIDE THE UK - YOU ARE RESPONSIBLE FOR PAYMENT OF ALL CUSTOMS, DUTIES, TAXES OTHER CHARGES RELATING TO THE ARRIVAL OF YOUR PRODUCTS FROM OUTSIDE THE UK.
If you ship Products to the Fulfilment Centre from outside the EU, you will list yourself as importer consignee and nominate a customs broker. You are responsible for the administration of both despatches from your suppliers and arrivals. If myWarehouse is listed on any import documentation, we reserve the right to refuse to accept the Products covered by the import documents and any costs assessed against or incurred by myWarehouse will be recharged to you with a 50% increase to cover our administration costs. These additional charges will be added to your next invoice or deducted against amounts payable to you.

In the case of any improperly packaged or labeled Product, we may return the Product to you at your expense or re-package or re-label the Product and charge an admin fee.
If delivering 5 pallets of goods or more, your Suppliers/couriers must contact myWarehouse at least 48 hours before arrival of goods to book in their delivery. Failure to do so may result in us refusing the delivery during busy periods. You agree not to deliver to us any unsuitable Product and we may refuse to accept any shipment and charge for any remedial work incurred as a consequence of such a delivery.

STORAGE AND INSURANCE

We will provide storage services once we confirm receipt of delivery. We will keep electronic records that track inventory of Products by identifying the number of Products stored in any fulfilment centre. We will not be required to physically mark or segregate Products from other inventory Products.

Our storage facilities are fully alarmed with CCTV and physical security measures for all our staff and suppliers at all times.
All our storage Centre’s are NACOSS approved for insurance purposes.
It is your responsibility to insure your goods on our premises at all times. If there is a loss of or damage to any Products while we store them, we will notify you within 24 hours of us becoming aware of such event. Our liability is limited to the replacement cost of any product due to fire and/or theft.

Our confirmed receipt of delivery does not: (a) indicate or imply that any Product has been delivered free of loss or damage, or that any loss or damage to any Product later discovered occurred after confirmed receipt of delivery; or (b) waive, limit or reduce any of our rights under this Agreement. We reserve the right to impose, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage of your inventory.

FULFILMENT

a. We will ship Products from our inventory of your Products to the shipping addresses included in valid customer orders, or submitted by you as part of a Fulfilment order. Packaging types will be determined by us on a per order basis and recharged as per your price list. Packaging materials will be unbranded and we will do our utmost to ensure they are fit for purpose and allow the product(s) to arrive safely with your customers.

b. Clients using our myWrap service are to provide us with sensible and clear instructions, which we must approve, prior to accepting orders from their customers.
c. All consumer orders received and accepted on our fulfilment system (MMS) by 3.00pm GMT will be despatched the same day providing the following conditions are met;

1. There is sufficient stock available of both products and (for myWrap orders) packaging materials
2. Orders are for consumers not trade as these types of orders tend to be larger and time consuming.

3 Your daily order volume does not exceed more than 200% uplift on your average daily order volume. If you are running a promotion, please advise us 3 working days before your promotion goes live so we can increase our pick & pack capacity to accommodate your increase in orders. Any orders not despatched the same day due to a higher than usual daily order volume where we have NOT been advised 3 working days in advance, will be despatched the following working day.

CUSTOMER RETURNS

We will receive and process returns of any order that originated from one of our Fulfilment Centres, that were shipped to addresses in accordance with the terms of this agreement. Any Products that are acceptable to be re-sold will be placed back into the inventory of your Products. You will be notified of Customer Returns via the Mywarehouse system and any products that we cannot return to stock will be quarantined for a maximum of 60 days awaiting your direction and instruction. For the period of time your products are in quarantine, you will be charged for storage at the normal rate. You are responsible for all VAT and Intrastat obligations arising from any returned products from overseas.

RETURNS TO YOU AND DISPOSAL OF PRODUCTS

You may, at any time, request that Products be returned to you.
We may return Products to you for any reason, including upon termination of these Service Terms. These returned shipments will be sent to your designated UK shipping address. You may, at any time, request that we dispose of Products. We will provide a quotation for disposal and this will need to be agreed by you BEFORE the products can be disposed.

CUSTOMER SERVICES

All Customer service issues will be communicated via our Ticketing system. We will answer all queries within 1 hour (during office hours).
We will not liaise with your customers. However, we offer a free online service called Mywarehouse Management System (MMS) where all information relating to your Products and your fulfilment, plus transactional history is available 24 hours a day, seven days a week.

You will ensure that all of your policies and messaging to your customers regarding shipping of your Products and other fulfilment-related matters, including with regard to shipping methods, returns and customer service are included in your communication to your customers and, where appropriate, are included on your despatch note.

We reserve the right to impose, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage of your inventory in the fulfilment centres.

PAYMENT AND COMPENSATION

UK and International clients - You agree to keep your fulfilment account in credit at all times to avoid suspension of fulfilment services.

All invoices will be emailed to your main contact details on the first day of every month.

Compensation for poor performance is limited to our 100% guarantee as detailed in our service charter.

TAXATION

All our Fulfilment services will be charged to your company each month and will have VAT added at the prevailing rate.
If you are VAT registered you give the following warranties and representations:
(a) All services provided by myWarehouse to you are being received by your Company under your UK VAT registration number; and

(b) (i) the UK VAT registration number you submit to myWarehouse belongs to the business you operate, (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the UK VAT registration number you submit to myWarehouse; (iii) that the UK VAT registration number and all other information provided by you is true, accurate and current and you will immediately update any such information held by myWarehouse in case of any changes;

You understand and acknowledge that storing products at the fulfilment centre may create a tax presence for you in the UK.

INDEMNITY

You agree to indemnify, defend and hold harmless us, our affiliates and their and our respective officers, directors, employees, representatives and agents against any claim that arises out of or relates to:

  1. (a)  theProducts (whether or not title has transferred to us), including any personal injury or death

    or property damage;

  2. (b)  The shipment, export or delivery of your Products to International Addresses ( including with

    respect to any classification data and other information provided by you to us in connection therewith).

DISCLAIMER

WE HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.

TERMINATION

This agreement can be terminated at any time by either party, in writing. There is no requirement for a notice period for either party but before we can release your products your account must be settled in full.
Alternatively, if no goods are stored at any of our Fulfilment Centres and there has been no invoiced activity for 120 days and there are no monies outstanding, then both parties can assume that this agreement has ended.

Following a request by you to terminate this Agreement or we have notified you of our decision to terminate this agreement, we will return your goods to you or your nominated agent or dispose of the Products. If you fail to direct us to return or dispose of the Products within sixty (60) days after termination, then we may elect to return and/or dispose of the Products in whole or in part and you will be deemed to have consented to this. Upon any termination of this agreement, all rights and obligations of the parties under these Service Terms will be extinguished.

Packing costs for preparing your goods for collection will be charged as a single order according to your price list. Before we can release your goods, all monies owing to myWarehouse including those arising from termination (such as return costs and collation/fulfilment costs plus any destructions costs) MUST be settled prior to the release of goods.

ADDITIONAL REPRESENTATION

You represent and warrant to us that:

  1. a)  you have valid legal title to all Products and all necessary rights to distribute the Products and

    to legally bind your company to these terms;

  2. b)  you will deliver all Products to us in a merchantable condition;

  3. c)  all Products and their packaging will comply with all applicable marking, labeling and other

    requirements required by law;

  4. d)  no Product is or will be produced or manufactured, in whole or in part, by child labour or by

    convict or forced labour;

  5. e)  you and all of your subcontractors, agents and suppliers involved in producing or delivering

    Products will strictly adhere to all applicable laws of the United Kingdom.