Terms
1. DEFINITIONS
For the purposes of this agreement, the terms below are defined as follows:
“Conditions” refer to these terms and conditions governing our services.
“Provider” means Fulfilpackers Pty Ltd, which provides the Services.
“Client” denotes any person, firm, or agent engaging with the Provider to utilize the Services.
“Customer” encompasses any recipient to whom the Provider ships Goods under this agreement. It is explicitly understood that the Provider maintains no contractual relationship with the Customer.
“Services” involves all activities and operations performed by the Provider pursuant to these Conditions.
“Goods” represents the items subject to storage and other services by the Provider at the Client's direction.
“Contract” is the formal agreement for the provision of Services by the Provider to the Client, governed by these Conditions.
“Demand” encompasses any claims, complaints, costs, debts, expenses, liabilities, losses, penalties, or proceedings arising from the execution of this Contract.
“Provider’s Premises” are the various locations from which the Provider operates its business.
“Force Majeure” includes events outside the reasonable control of the Provider such as acts of God, war, strikes, governmental restrictions, natural disasters, or failures in essential services, which may prevent or impede the provision of Services.
2. CONDITIONS
a. Service Agreement: This document represents a service agreement between Fulfilpackers Pty Ltd (the "Service Provider") and (the "Client") to provide Warehouse Storage and Third Party Logistics (3PL) fulfillment services.
b. Warehouse Services: The Service Provider shall maintain a warehouse facility capable of receiving, collecting, storing, and fulfilling orders on behalf of the Client.
c. Order Processing: Following the Client’s explicit instructions, the Service Provider will pick, box, and package the Client’s goods and manage the freight.
d. Service Commitment: The Service Provider commits to using its best endeavors to fulfill all orders from Monday to Friday on the same day they are received.
e. Limitation of Liability: The Client acknowledges that once packages leave the Service Provider’s warehouse, the Service Owner shall be indemnified from all liability for loss or damage to the package thereafter.
3. AUTHORITY TO CONTRACT
The Client warrants that: a. It is either the lawful owner or possessor of the Goods, with full authority to store them with the Provider and to direct their release and/or delivery to the Customer. b. The Goods are properly marked and prepared for storage and handling. c. All information provided by the Client to the Provider concerning the Goods is true, accurate, and complete in all material respects.
4. QUOTATIONS AND TENDERS
Quotations and tenders provided by the Service Provider are valid for 30 days from the date issued unless otherwise stated or mutually agreed in writing.
5. CONTRACTUAL TERMS
a. The Contract is governed by these Conditions, which supersede any of the Client’s terms and conditions, unless explicitly agreed otherwise in writing. Any variations, waivers, or additions to these Conditions must be confirmed in writing by the Provider.
b. The Provider is not bound by any oral warranties or representations unless they are formally confirmed in writing by the Provider.
c. The Provider reserves the right to amend these Conditions by providing one month's notice to the Client. If the Client does not accept the amendments, it may terminate the Contract within this notice period by providing written notice to the Provider. During this notice period, the amendments will not take effect.
d. The most current version of the Conditions will be available online, maintained by the Provider.
6. PRICE
a. All fees payable by the Client under the Contract are exclusive of Goods and Services Tax (GST) and other applicable taxes and duties, which the Client is responsible for at the prevailing rates.
The Provider may adjust its prices in the following circumstances:
i. Immediately, to reflect any changes to the Services requested by the Client post-contract, including material changes to the agreed specifications of the Goods.
ii. Annually on January 1st, in accordance with the most recently published Consumer Price Index (CPI) figures for inflation.
iii. Immediately, to compensate for increases in costs beyond the Provider's control, such as postal services, external couriers, pallet networks, and raw materials.
iv. By giving one month's notice for any other reason. If the Client finds the price increase unacceptable, it may terminate the Contract within the notice period by providing written notice to the Provider as per the agreed contract terms. During this notice period, the changes will not be in effect.
b. Unless specifically agreed in writing by the Provider, the price does not include insurance for the Goods, including but not limited to insurance for consequential losses.
7. PAYMENT
a. Credit Terms: If credit has been agreed upon, all invoices are due in full, without any discounts, within 14 days from the date of the invoice unless otherwise agreed in writing.
b. Immediate Payment: Where no credit has been agreed, all invoices are payable immediately upon receipt, and/or a deposit may be required in advance.
c. Credit Reassessment: The Provider reserves the right to reassess or withdraw any credit extended to the Client if there are reasons to believe the Client's creditworthiness has diminished. d. Payment Methods: All payments must be made by Direct Debit or, with the Provider’s agreement, by electronic bank transfer. The Provider may levy an administration charge and any additional costs incurred for processing payments not made in the prescribed manner.
e. Currency: All payments to the Provider must be made in Australian Dollars.
f. Non-deductible Payments: The Client is not entitled to make deductions, claim any set-offs, or withhold payment on any invoices.
g. Late Payments: The Provider reserves the right to charge interest and costs on late payments as per the Late Payment of Commercial Debts (Interest) Act 1998, at a minimum rate of 8% above the Reserve Bank of Australia's base rate.
h. Debt Recovery: If any invoice is overdue by more than 30 days, the Provider may engage a third-party agency or initiate court action to recover all outstanding amounts. Any fees or costs incurred during this process will be billed to the Client in addition to the interest and costs related to late payments.
i. Minimum Revenue: Clients are expected to generate a minimum revenue of $50.00 in fulfillment services, packaging, storage, and postage each invoicing period. If this minimum is not met, an administration charge of $50.00 will be added to their account for that period.
8. LIEN
a. Rights of Lien: The Provider shall have both a particular and a general lien on the Goods, entitling it to retain the Goods as security for payment of all sums due (whether or not yet due) from the Client on any account. This lien extends to all services provided, directly or indirectly related to the Goods. Normal storage charges will accrue on any Goods detained under a lien.
b. Insurance Requirement: The Client must maintain insurance for the Goods while under lien. The Provider assumes no additional responsibility for damage or loss beyond what is stipulated in the Contract.
9. CLIENT UNDERTAKINGS
The Client undertakes to:
a. Ensure that the Goods are presented for packing in a condition that will not cause damage or injury to the property, employees, or agents of the Provider or to any Customers.
b. Obtain all necessary import licenses or permits required for the shipment of the Goods into the territories where they are to be delivered, and for their handover to the Provider.
c. Be responsible for all customs duties, clearance charges, taxes, broker's fees, and other expenses related to the importation and delivery of the Goods.
d. Accurately declare all Goods due for delivery using the Provider’s online tools and Advanced Shipping Notice (ASN) processes.
e. Comply with all applicable laws and regulations concerning the manufacture, sale, packaging, and labeling of the or Goods at all times.
f. Ensure that all Goods presented have been properly tested and approved as safe for their intended use.
g. Inform the Provider in writing of any special precautions required by the nature, weight, or condition of the Goods and any specific legal or regulatory requirements relevant to their storage, handling, or shipping.
h. Provide the Provider with copies of all relevant material safety data sheets for the Goods, where applicable.
i. Fulfill additional responsibilities as outlined in the Provider’s most recent Service Level Agreement.
j. Provide all necessary information to facilitate international customs clearance for exported Goods, including cost prices, sale prices, HS codes, customs descriptions, instructions, documents, licenses, authorizations, and permissions.
k. Assume full responsibility for obtaining any required import licenses or permits.
l. Ensure that the bill of lading or other contract of carriage identifies the Client as the named consignee, in care of the Provider, and explicitly does not identify the Provider as the consignee. In cases where the Provider is mistakenly named as the consignee, the Client must notify the carrier to correct this. The Provider reserves the right to refuse acceptance of such Goods and shall not be liable for any resulting loss or misconsignment. The Client agrees to indemnify the provider against all related transportation, storage, handling, and other charges, except those the Provider has explicitly agreed to bear in writing.
m. Provide a continuing guarantee and indemnity for the fulfillment of the Client's obligations to pay for goods and services provided. This guarantee remains in effect despite any changes in the Client’s executive officers and can only be modified by a written agreement signed by all parties.
10. DELIVERY & PERFORMANCE
a. Goods are considered delivered to the Customer once accepted by the Client, an agent of the Client, the Customer, or any carrier (acting as the Client’s agent, regardless of who pays the charges), and are no longer the responsibility of the Provider.
b. The Provider is not liable for any penalties, losses, injuries, damages, costs, or expenses arising from any delay or failure in delivery or performance from any cause whatsoever.
c. If the Client, their agents, or the Customer fails to take delivery of the Goods at the agreed time and date, or fails to provide necessary documents or instructions for delivery, the Client will be liable for all resulting costs and expenses incurred by the Provider, including storage and related charges.
d. The Provider reserves the right to refuse acceptance of any Goods or components not previously advised by the Client or that do not conform to the agreed specifications.
e. The Provider may refuse delivery of any Goods or components deemed unsafe or unsuitable for storage or packaging.
11. ONLINE SYSTEMS & REPORTING
a. API Availability: The Provider will use reasonable endeavors to ensure the order API is available at all times, subject to scheduled maintenance. While uptime is not guaranteed, the Client is expected to store and resubmit any data requests should the API become unavailable temporarily.
b. Web Portal Access: The Provider will make reasonable efforts to ensure that the Client’s web portal remains accessible at all times, barring scheduled maintenance.
c. Data Accuracy: The Provider endeavors to ensure data correctness on the Client’s web portal but does not guarantee the accuracy of this data. Consequently, the Provider will not be liable for any losses, delays, or costs resulting from decisions made based on this data.
d. Compatibility Standards: The Provider will adhere to modern web standards as defined by the World Wide Web Consortium (W3C). It is the Client’s responsibility to ensure compatibility with these standards through the use of appropriate browsers and software. The Provider is not responsible for access or usage issues stemming from the use of incompatible software.
12. WARRANTY & LOSS
a. Non-Excludable Liabilities: i. The Provider's liability for death or personal injury due to negligence, or as a result of fraud or fraudulent misrepresentation, or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession), is not limited or excluded.
b. Limitation of Liability: i. The Provider is not liable for any loss of profit or any indirect or consequential losses arising under or in connection with the Contract. ii. The total annual liability of the Provider to the Client for all other losses shall not exceed the lesser of 25% of the total amount paid for the services in that year (excluding postage and materials) or £20,000.
c. Agent-Related Losses: The Provider disclaims any liability for loss, damage, delay, or non-compliance related to actions of the Client’s agents, including carriers.
d. Exclusion of Terms: The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
e. Survival of Terms: This clause shall continue to apply even after the termination of the Contract.
13. CLAIMS
a. Notification of Claims: The Client must inform the Provider of any potential claim under the Contract, providing detailed information and evidence of the claim: i. For claims under the Provider’s Compensation Policy, within the timescales specified in that policy. ii. For all other claims, within 14 days of the Client becoming aware of the potential claim and, in any event, no later than 90 days from its occurrence.
b. Investigation Period: The Provider shall have a reasonable period to investigate the claim and respond.
14. TERMINATION
a. Provider's Rights upon Client's Default: If the Client fails to make payments, defaults in its contractual obligations, engages in illegal or disreputable activities, becomes insolvent, or the Provider reasonably anticipates any such events, the Provider may, at its sole discretion:
i. Terminate the Contract immediately by providing written notice to the Client.
ii. Suspend the supply of Services without notice until the Client remedies the default to the Provider’s satisfaction. iii. Require payment in advance for further Services.
b. Mutual Termination Rights: Either party may terminate the Contract according to the terms outlined in Section 4 of the Contract.
c. Termination due to Provider's Non-performance: If the Provider fails to meet the service levels as per the Service Level Agreement (SLA) for three consecutive months, the Client may terminate the Contract by providing three months' written notice within 30 days following the third month of non-compliance.
d. Consequences of Early Termination: If the Contract is terminated before the end of the initial or any extended term by the Client in breach of the terms, or by the Provider pursuant to this clause, the Client must pay an amount equal to the total minimum monthly picking fees due for the remainder of the term, which will immediately become due.
e. Procedure upon Termination: i. The Goods will be packed at the standard rate, and a final invoice issued covering all costs, including any collection or delivery fees and storage until the Goods are collected. ii. The Goods will not be released for collection or delivery until all outstanding amounts due to the Provider are fully paid. iii. The Goods must be collected within 7 days of any agreed collection date or within one month of termination. iv. If any payments are overdue, the Provider may continue to charge storage fees and may notify the Client that the Goods may be sold or disposed of at the Client’s risk and expense if payment is not made within 21 days from the notice date. After this period, the Provider may sell or dispose of the Goods to recover its costs, remitting any proceeds to the Client after deducting all related expenses and debts.
f. General Termination Provision: Either party may terminate the Contract at any time by providing four weeks' written notice via email or letter.
15. FORCE MAJEURE
a. Non-liability for Force Majeure: The Provider is not liable for any delay or failure to perform its obligations under this Contract due to a Force Majeure Event.
b. Termination due to Extended Force Majeure: If a Force Majeure Event prevents the Provider from fulfilling its obligations under the SLAs for more than three months, the Provider may terminate the Contract immediately by giving written notice to the Client.
16. CONFIDENTIALITY
a. Confidentiality Obligations: Each party agrees not to disclose any confidential information about the other party's business, affairs, customers, clients, or suppliers during the Contract and for a period of five years following its termination, except as outlined in this clause.
b. Permissible Disclosures: Confidential information may be disclosed to: i. Employees, officers, representatives, subcontractors, or advisers who require the information to fulfill the party’s obligations under the Contract. The disclosing party must ensure that these individuals comply with these confidentiality obligations. ii. The extent required by law, court order, or any governmental or regulatory authority.
c. Use of Confidential Information: No party may use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
d. Exceptions to Confidentiality: This clause does not apply to information that: i. Was known to the receiving party prior to disclosure by the disclosing party. ii. Enters the public domain through no fault of the receiving party. iii. Is received from a third party who legally disclosed the information. iv. Is independently developed by the receiving party without reliance on the disclosing party's confidential information.
17. DATA PRO
a. Roles and Responsibilities: The Provider, acting as the data processor, will process personal data related to the Client, who acts as the data controller, and their customers in accordance with the provisions of this clause.
b. Data Processing Activities: The processing will include: i. Collecting customer information necessary for the Services and maintaining records for a reasonable duration as agreed between the Provider and the Client. ii. Complying with data protection laws to ensure lawful processing of customer data, including names, surnames, billing and delivery addresses, email, and phone numbers.
c. Obligations of the Provider: The Provider will: i. Act only on the written instructions of the Client unless required by law. ii. Ensure that all personnel involved in processing data are sworn to confidentiality. iii. Implement appropriate security measures to protect the data. iv. Engage sub-processors only with the Client’s consent and under a written contract. v. Assist the Client in responding to requests for access by data subjects and in complying with data protection laws. vi. Return all personal data to the Client upon termination of the contract and delete such data when it is no longer needed. vii. Allow for and contribute to audits and inspections by the Client to ensure compliance with this clause.
d. Liability of the Provider: The Provider's liability in relation to the processing of personal data is defined in this Contract, except where the law imposes direct responsibilities and liabilities on the Provider.
18. GENERAL
a. Subcontracting: The Provider may engage the services of or employ any person or other providers as necessary to fulfill its obligations under this Contract.
b. Notice Requirements: Any notice required or permitted to be given by either party under this Contract must be: i. In writing and sent by recorded delivery to the trading address of the Provider, or to the main contact address as registered in the WMS (Warehouse Management System) portal; or ii. By email to the Provider’s support email address, or the Client’s main contact email address as registered in the WMS portal.
c. Notice Effectiveness: Notices shall be deemed served on the working day they are recorded as delivered, or on the first working day following delivery if sent over a weekend.
d. Waivers: No waiver by the Provider of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
e. Severability: If any provision of the Conditions is determined by a competent authority to be invalid or unenforceable, the validity of the remaining provisions will not be affected.
f. Changes to Service Terms: Fulfilpackers reserves its right to update its service agreement at anytime as long as the updated changes are published via its website. Any and all updated changes online (www.fulfilpackers.com/terms) to its service terms would supersede existing written and executed service agreements.
19. ASSIGNMENT
You may not assign or transfer this Agreement without the prior written consent of Fulfilpackers, which will not be unreasonably withheld or delayed. Fulfilpackers may assign or transfer this Agreement, in whole or in part, without restriction. This Agreement is binding upon, and will inure to the benefit of, the successors and permitted assigns of the parties.
20. RETURNS
Returns. All non-Carrier related returns (international and domestic) must comply with our returns policy. You shall be solely responsible for any Fees and any additional Carrier fees, including without limitation shipping, brokerage, or returns processing fees, for Goods that are returned to a FULFILPACKERS Facility for any reason whatsoever. Custom returns may be rejected and/or subject to additional fees
21. GOVERNING LAW
a. Jurisdiction: The Contract and these Conditions shall be governed by and construed in accordance with English Law.
b. Compliance with Specific Acts:
Warehousemen's Liens Act: This agreement is subject to the provisions of the Warehousemen's Liens Act relevant to the jurisdiction in which the warehouse operations are located, governing the rights of the warehouse operator to retain goods as security for payment of charges.
Competition and Consumer Act 2010 (Cth): All services provided under this agreement will comply with the requirements of the Competition and Consumer Act 2010, ensuring that consumer rights are protected and competitive practices are maintained.
c. Other Relevant Laws: This agreement is also subject to any other laws and regulations applicable to the warehousing and logistics services provided under this contract.