FULFILLMENT SERVICES AGREEMENT
1. SERVICES
Fulfillment Provider agrees to provide the following services (“Services”) to Client: a. Receiving, storing, and warehousing Client’s products b. Picking, packing, and shipping orders to Client’s customers c. Inventory tracking and reporting d. Returns processing (if applicable) e. Any additional services agreed upon in writing by the Parties
2. PRODUCTS
Client’s products include, but are not limited to, vape devices, smoke shop novelties, accessories, hemp derived products and related wholesale merchandise. Client represents that all Products comply with federal, state, and local laws, including FDA regulations and South Carolina laws.
3. FEES AND PAYMENT
a. Fulfillment Provider shall invoice Client upon order fuffilment.
b. Payment is due within the same day of invoice date.
4. TERM AND TERMINATION
a. This Agreement shall commence on the Effective Date and continue for a term of _12_ months, unless earlier terminated.
b. Either Party may terminate this Agreement with _7_ days’ written notice.
c. Either Party may terminate immediately for material breach if such breach is not cured within _7_ days of written notice.
5. CLIENT OBLIGATIONS
Client shall: a. Provide accurate product descriptions, weights, dimensions, and shipping instructions. b. Ensure all Products are lawful for sale and shipment. c. Maintain appropriate insurance for Products unless otherwise agreed. d. Promptly notify Fulfillment Provider of any changes to product handling requirements.
6. FULFILLMENT PROVIDER OBLIGATIONS
Fulfillment Provider shall: a. Perform Services in a commercially reasonable and professional manner. b. Store Products in secure, climate-appropriate conditions. c. Use reasonable care to prevent loss, damage, or theft of Products. d. Comply with all applicable laws and regulations.
7. SHIPPING AND DELIVERY
a. Fulfillment Provider shall ship orders using carriers selected by Client or as otherwise agreed. b. Fulfillment Provider is not responsible for carrier delays once Products are tendered to the carrier. c. Risk of loss passes to Client upon tender to the carrier unless otherwise stated in writing.
9. RETURNS
If agreed, Fulfillment Provider shall process returns according to Client’s written return policy and instructions.
8. INVENTORY LOSS AND DAMAGE
a. Fulfillment Provider shall be responsible for loss or damage to Products while in its custody caused by its gross negligence or willful misconduct. b. Liability for lost or damaged Products shall not exceed the wholesale replacement value of such Products.
10. AGE VERIFICATION AND REGULATORY COMPLIANCE
Client represents and warrants that all sales, shipments, and distributions of Products are limited to individuals and businesses legally permitted to purchase such Products, and that no Products shall be sold or shipped to any person under the age of twenty-one (21) years. Client shall implement and maintain commercially reasonable age verification procedures for all orders, including but not limited to online identity verification, government-issued identification checks, and compliance with all federal, state, and local laws, including the Family Smoking Prevention and Tobacco Control Act, the PACT Act, FDA regulations, and applicable South Carolina laws. Fulfillment Provider shall ship all Products using carriers that offer Adult Signature Required (21+) services and shall not knowingly deliver Products to any person under the age of twenty-one (21) years. Client agrees to indemnify and hold harmless Fulfillment Provider from and against any and all claims, penalties, fines, liabilities, or damages arising from Client’s failure to comply with age verification or regulatory requirements.
Both Parties agree to comply with all applicable federal, state, and local laws, including but not limited to FDA regulations, tobacco and vape product laws, and South Carolina statutes.
13. INDEMNIFICATION
Client agrees to indemnify and holdharmless Fulfillment Provider from any claims, damages, or liabilities arising from: a. The nature or legality of the Products b. Client’s breach of this Agreement c. Client’s violation of any law or regulation Fulfillment Provider agrees to indemnify and hold harmless Client from claims arising from Fulfillment Provider’s gross negligence or willful misconduct.
14. LIMITATION OF LIABILITY
received from the other Party and to use such information solely for purposes of this Agreement.
To the maximum extent permitted by law, neither Party shall be liable for indirect, incidental, consequential, or punitive damages. Total liability of either Party shall not exceed the total fees paid under this Agreement during the preceding _2_ months.
15. INSURANCE
Fulfillment Provider shall maintain commercially reasonable insurance coverage, including general liability and warehouse legal liability insurance, upon request by Client.
16. FORCE MAJEURE
Neither Party shall be liable for failure or delay in performance due to events beyond reasonable control, including acts of God, war, labor disputes, or government actions.
17. GOVERNING LAW AND VENUE
This agreement shall be governed byand construed in accordance with the laws of the State of South Carolina. Any legal action shall be brought exclusively in the courts located within South Carolina.
18. ASSIGNMENT
Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger or sale of substantially all assets.
19. INDEPENDENT CONTRACTORS
The Parties are independent contractors. Nothing herein creates a partnership, joint venture, or agency relationship.
20. ENTIRE AGREEMENT
This Agreement, including all exhibits, constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings.
21. AMENDMENTS
Any amendment must be in writing and signed by both Parties.
22. NOTICES
All notices shall be in writing and delivered by certified mail, courier, or email to the addresses listed in the clients account upon registration.
