Please read these Terms of Use (“Terms”, “Terms of Use”) carefully before using the fulfillmenthubusa.com website (the “Service”) operated by Fulfillment Hub USA (“us”, “we”, or “our”).

Your access to and use of the Service is conditioned on your acceptance of and compliance with these and Terms stated in our SERVICING, FULFILLMENT, WAREHOUSING & DISTRIBUTION AGREEMENT. These Terms apply to all visitors, users and others who access or use the or website or fulfillment services.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

Intellectual Property

The Service and its original content, features and functionality are and will remain the exclusive property of Fulfillment Hub USA and its licensors.

Links To Other Web Sites

Our Service may contain links to third-party web sites or services that are not owned or controlled by Fulfillment Hub USA.

Fulfillment Hub USA has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Fulfillment Hub USA shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Termination

We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

Governing Law

These Terms shall be governed and construed in accordance with the laws of United States without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

Contact Us

If you have any questions about these Terms, please contact us.

Fulfillment Hub USA (“us”, “we”, or “our”) operates the Fulfillment Hub USAwebsite (the “Service”).

This page informs you of our policies regarding the collection, use and disclosure of Personal Information when you use our Service.

We will not use or share your information with anyone except as described in this Privacy Policy.

We use your Personal Information for providing and improving the Service. By using the Service, you agree to the collection and use of information in accordance with this policy. Unless otherwise defined in this Privacy Policy, terms used in this Privacy Policy have the same meanings as in our Terms and Conditions, accessible at fulfillmenthubusa.com

Information Collection And Use

While using our Service, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you. Personally identifiable information (“Personal Information”) may include, but is not limited to:

• Email address
• Telephone number

Log Data

We collect information that your browser sends whenever you visit our Service (“Log Data”). This Log Data may include information such as your computer’s Internet Protocol (“IP”) address, browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages and other statistics.

Cookies

Cookies are files with small amount of data, which may include an anonymous unique identifier. Cookies are sent to your browser from a web site and stored on your computer’s hard drive.

We use “cookies” to collect information. You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Service.

Service Providers

We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services or to assist us in analyzing how our Service is used.

These third parties have access to your Personal Information only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.

Security

The security of your Personal Information is important to us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Information, we cannot guarantee its absolute security.

Links To Other Sites

Our Service may contain links to other sites that are not operated by us. If you click on a third party link, you will be directed to that third party’s site. We strongly advise you to review the Privacy Policy of every site you visit.

We have no control over, and assume no responsibility for the content, privacy policies or practices of any third party sites or services.

Children’s Privacy

Our Service does not address anyone under the age of 18 (“Children”).

We do not knowingly collect personally identifiable information from children under 18. If you are a parent or guardian and you are aware that your child has provided us with Personal Information, please contact us. If we discover that a child under 18 has provided us with Personal Information, we will delete such information from our servers immediately.

Compliance With Laws

We will disclose your Personal Information where required to do so by law or subpoena.

Changes To This Privacy Policy

We may update our Privacy Policy from time to time. We will notify you of any changes by posting the new Privacy Policy on this page.

You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.

Contact Us

If you have any questions about this Privacy Policy, please contact us.

RECITALS

WHEREAS Company provides customers with, among other things, warehousing, management, distribution, fulfillment and/or inventory services.

WHEREAS Customer is a distributor of goods and merchandise (hereinafter, “Stock”) and desires to contract with the Company for certain of the Company’s services under the covenants, terms, and restrictions contained herein.

THEREFORE, for valuable consideration as set forth herein, Customer and the Company agree as follows:

SECTION I

FULFILLMENT AND WAREHOUSING SERVICES

• Warehousing Services. The Company agrees to provide certain warehouse space, management and related services to Customer as more fully set forth herein. Each of the Company’s warehouse spaces shall hereinafter referred to as a “”
• Instructions; Shipments. The Company shall respond to regular electronically transmitted instructions from Customer by providing the fulfillment services requested in accordance with this Agreement by such instructions.

SECTION II

TERM AND TERMINATION

2.1       Term. This Agreement shall be effective as day, month, year and shall continue in full force and in effect for 12 Months (“Initial Term”) and shall automatically renew for additional 12 Months (each a “Renewal Term”), unless either party terminates, by providing 30 day written notice to the other party (the Initial Term and each Renewal Term, shall be referred to as “Term”). Any changes to the current fulfillment pricing that was already agreed upon will be communicated at least 30 days in advance of such renewal date.

2.2       Termination By Customer.  Customer, at its option and without any prejudice to any other rights it may have, may, by providing written notice, terminate this Agreement pursuant to or upon the occurrence of any of the following events:

(a)       The failure of Company to perform any material term, condition or covenant contained in this Agreement on its part to be performed or observed, where such failure continues for a period of thirty (30) days after written notice of the failure to Company;

(b)       The thirty (30) day anniversary of the event causing the delay or failure due to reasons of force majeure if not cured to the reasonable satisfaction of Customer prior to such anniversary; or

(c)       The filing of a voluntary or involuntary petition for bankruptcy, insolvency proceeding, liquidation or assignment for the benefit of creditors by or against Company or the placement in the hands of a receiver, liquidator or trustee of a substantial portion of the assets of Company.

2.3       Termination By Company.  Company, at its option and without any prejudice to any other rights it may have, may, by providing written notice, terminate this Agreement upon the occurrence of any of the following events:

• The failure of Customer to cure a breach of any of its payment obligations under this Agreement during the ten (10) day period following receipt of written notice of such breach;
• The failure of Customer to perform any material term, condition or covenant contained in this Agreement on its part to be performed or observed (other than a payment obligation), where such failure continues for a period of thirty (30) days after written notice of the failure to Customer; or
• The filing of a voluntary or involuntary petition for bankruptcy, insolvency proceeding, liquidation or assignment for the benefit of creditors by or against Customer, or the placement in the hands of a receiver, liquidator or trustee of a substantial portion of Customer’s assets.

2.4       Effects of Termination or Expiration.

(a)       Upon the termination of this Agreement by Company under Sections 2.2 or 2.3, Company will be entitled to all amounts owing to it under this Agreement.

(b)       Upon receipt of notice of the termination of this Agreement by Customer pursuant to Section 12.1, provided Customer is current on all payments to Company hereunder,  Company agrees (i) to continue to provide the fulfillment services described in this Agreement to the extent requested by Customer for a period of 30 days (except to the extent Company is unable to perform such services for reasons due to force majeure) and to complete all orders received by Company prior to the receipt of notice of termination.

2.5       Expiration and Termination.  Expiration or termination of this Agreement will not relieve the parties of any obligation accruing prior to such expiration or termination.  Termination will not relieve any party from the duties it had accrued prior to such expiration or termination.

2.6       Limitation of Liability.  Company shall not be liable for service delays.

SECTION III

PRICING AND PAYMENT

Will be agreed on case by case between the Customer and the Company.

SECTION IV

WAREHOUSING AND FULFILLMENT

4.1       Ownership. Title and exclusive ownership to the Stock stored and warehoused by and in the possession and control of the Company shall at all times remain with Customer. Neither this Agreement nor any warehouse receipt for the delivery and acceptance of the Stock by the Company shall be construed as transferring ownership or risk of loss to Company.

4.2       Stock from Venders. All Stock submitted for the Company’s services under this Agreement shall be delivered at Customer’s expense to the dock at the selected Facility.  All such Stock shall be in good condition, properly marked, sized, and packaged for handling. Customer shall furnish at or prior to each inbound delivery, a manifest, packing list, order list, or other listing in such style and format upon which both parties may agree in the future, which identifies each container and its contents. Included therein shall be the brand names, serial numbers (if applicable), SKU numbers, part numbers, size, weight, and insured or declared value of items as are necessary for inventory and distribution, or as may be required by the Company. Customer shall inform the Company prior to or at delivery of any special precautions necessitated by the nature, conditions, or packaging of the Stock and of all statutory requirements specific to the Stock with which the Company does or may need to comply.

4.3       Customer’s Inventory. Any Stock delivered to the Company from Customer’s facility or from a third party facility shall be transported at the expense of Customer, freight prepaid. The Company shall have no duty or obligation to accept Stock on a COD basis.

4.5       Rejection of Stock.  Company reserves the right to refuse, without liability of any kind, acceptance of Stock which, because of its condition, might cause, in Company’s sole reasonable judgment, infestation, contamination or damage to the Facility or to other goods in the custody of Company.  Company also reserves the right to refuse, without liability of any kind, acceptance of Stock which may be deemed illegal goods, are illegally branded goods, contain illegal materials, are manufactured illegally or may violate any local, state or federal law, treaty or trade agreement.  Company will notify Customer of its refusal to accept any such Stock and the reason for its refusal within twenty-four (24) hours of such refusal. Failure by Company to provide notice within the exact time frames herein shall not be deemed a material breach of this Agreement.

4.6       Hours. Inbound shipments to the Company warehouse and distribution center shall be during the Company’s normal hours as such may change from time to time unless alternative arrangements have been made with the Company prior to arrival.

SECTION V

CUSTOMS CLEARANCE

5.1       Choice of Responsibility.  With respect to Stock which is shipped from China, Customer may choose to take responsibility for custom clearance on its own or may request “door-to-door” service from the Company.

5.2       Door-to-Door Service.  At Customer’s request, the Company, by itself or through an affiliate, will assume responsibility for handling clearance of the Stock through United States customs on behalf of the Customer.  The Company or its designated affiliate, will accept the Stock at its China warehouse and ship the Stock to the United States using the shipping method chosen by the Customer.  The Company may engage a customs broker, on the Customer’s behalf, to perform the services necessary to clear the Stock though customs.  The Customer retains ownership of the Stock at all times, and has responsibility and liability for resolving any issues raised by customs officials. The Company will handle air freight and local delivery to the Facility.  Fees incurred by the Company including, without limitation, air freight fees, brokerage fees, duties and taxes and merchandise process fee, will be billed in accordance with Section III.  The Company will not act as the Importer of Record, but may be listed as the Ultimate Consignee on your shipping documentation.

SECTION VI

LIABILITY/INDEMNIFICATION/WARRANTIES

6.1       Insurance. Stock stored or warehoused by the Company is not insured against loss or damage unless Customer requests such coverage in writing and pays the applicable premium. In addition the Company will not be liable for any loss or damages relating to transportation carriers or packaging deficiencies.

6.2       Liability. All risk of loss and damage to Stock from any cause prior to receipt by Company into, and from and after the removal by common carrier from, the Facility will be borne by Customer (or its customer, if applicable).  The Company shall not be liable to Customer for any damage, loss, demurrage, or injury to Stock of Customer unless such loss is the result of the Company’s failure to exercise such care in regard to such Stock or the distribution thereof as a reasonably careful person would exercise under like circumstances, and the Company shall not be liable for damages that could not have been avoided by the exercise of such care. The Company shall be liable for all losses, demurrage or injury to Stock caused by the gross negligence or willful misconduct of the Company.  If, as a result of defects in the Stock or the nature of the Stock such, as, for example, flammable goods, damage is caused to the Facility, materials used in fulfillment or other stock housed in the Facility, the Customer shall be liable for any and all such damage. In addition to any other rights that Company may have, it shall have the right (i) to require Customer to pay all penalties, costs, tariffs, taxes, costs (including attorneys’ fees) associated with seizures of products or other claims made against Company or any of its affiliates or partners as a result of the importing of the Stock including all products into any country other than the country of origination and to suspend Service with respect to the Stock and/or products until such time as payment is made or security in a form acceptable to Company (e.g. irrevocable letter of credit) is provided to Company; and (ii) dispose of the Stock and/or product in its possession to compensate it for its losses if permitted to do so.

Customer declares and guarantees that if it receives any notice that a claim is being made that the Stock infringes or violates any intellectual property rights, including but not limited to the copyright, trademark, service trademark, patent, patent application, trade secret, commercial packaging, trade name, commercial secrets, right of works or any other rights of any third party, or receives notice from a government body, including but not limited to the Food and Drug Administration, asserting actual or potential noncompliance of the Stock or the transfer to or warehousing or fulfillment of such Stock by the Company with applicable laws, it will notify Company of such claim or notice no later than three business days after it receives such claim or notice, and it shall keep Company advised of what is happening with such claim or notice so that Company can determine whether or not it should quarantine or take other remedial action with respect to the Stock that is the subject of such claim.  Company may require that if such a claim or notice is made, Customer either accepts the return of such Stock (unless Company is prohibited from returning it by law, court order, or governmental authority prohibiting same) or post a bond, letter of credit or other security for the benefit of Company to mitigate any damages or losses that Company might incur as a result of such claims or notice.

If a claim is made by a third party against Company relating to the above provisions, Company shall have the right to engage counsel at Customer expense to defend it with respect to such claims and Customer agrees to reimburse Company for all of its costs, including legal expenses incurred in defending such claims, even if the third party bringing such claim does not prevail. Upon receipt of notification from Company regarding the existence of a claim, Customer agrees that Customer will promptly confirm Customer’s obligation to defend, indemnify and hold Company harmless from and against any liability for damages that relate, in any way, to such claim.

6.3       Force Majeure.  The Company shall not under any circumstances be liable to Customer for any damage, injury, loss, demurrage, delay, or default in its obligations of any kind which arise from the following (each, a “Force Majeure Event”):

• Fire, flood, war, Act of God, acts of terrorism, or any natural disaster or calamity,
• Power outages,
• Strikes, lockouts or labor disputes at the Company, its carrier(s), or at any party providing services to the Company, or
• Any governmental actions.

6.4       Consequential Damages. Neither party shall be liable to the other or any third party for any indirect or consequential loss or damages, however arising, including but not limited to, loss of income, loss of profit or loss of opportunity, provided that such loss is not caused by the gross negligence or willful misconduct of such party.

6.5       Representations and Warranties; Customer and Company.  Customer and Company each hereby represents and warrants to the other as follows: (a) It has the full authority and legal right to carry out the terms of this Agreement; (b) The terms of this Agreement will not violate the terms of any agreement, contract or other instrument to which it is a party, and no consent or authorization of any third party is required in order to enter into and carry out the terms of this Agreement; (c) It has taken all corporate and other action necessary to authorize the execution and delivery of this Agreement; and (d) This Agreement is a legal, valid and binding obligation of Customer and Company, as the case may be, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of the rights of creditors or by equitable principles, whether enforcement is sought in equity or at law.

6.7       Product Warranties.  Customer represents and warrants that: (a) all Stock delivered to the Company hereunder shall (i) at the time of delivery, be new Stock; (ii) be free from any design defects or defects in workmanship or materials; (iii) conform to all of the technical specifications for such Stock and shall perform in the manner for which such Stock was designed; (iv) comply with all applicable legal requirements, including but not limited to the applicable provisions of the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § et seq. and implementing regulations thereto;  (b) Customer has provided to Company any specifications with respect to conditions necessary for warehousing and fulfillment of Stock; (c) Customer vests good and valid title to such Stock which is free and clear of all liens, security interests, encumbrances, burdens and other claims; and (d) all intellectual property rights embodied or contained therein shall and do not infringe upon or violate any intellectual property right, including without limitation copyright, trademark, service mark, patent, patent application, trade dress, trade name, trade secret, mask work, mask right or any other proprietary right of any third parties.  Customer represents and warrants that all the intellectual property rights embodied or contained in the Stock shall not and will not infringe or violate any intellectual property rights, including but not limited to the copyright, trademark, service trademark, patent, patent application, trade secret, commercial packaging, trade name, commercial secrets, right of works or any other special rights of any third party.  Customer represents and warrants that no claim has been made that the Stock (or any portion thereof) or the warehousing or fulfillment  thereof by the Company (i) infringes or violates any intellectual property rights, including but not limited to the copyright, trademark, service trademark, patent, patent application, trade secret, commercial packaging, trade name, commercial secrets, right of works or any other rights of any third party; (ii) fails to comply with applicable laws, including but not limited to the applicable provisions of the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 321 et seq. and implementing regulations thereto; or (2) is dangerous or could cause personal injury or other physical harm to Company personnel or the purchaser of such Stock.

6.8       Indemnity By Customer.  Customer will defend, indemnify and hold harmless the Company and its respective directors, officers, employees, agents, distributors, customers, assignees and licensees (each a “Company Party”) from and against any and all costs, claims, harm, damages, liabilities, losses and expenses (including, without limitation all reasonable attorneys’ fees, professional fees and disbursements) of any and every nature and kind whatsoever (collectively, “Damages”) actually incurred, suffered or sustained by Customer or any Company Party arising from, or otherwise attributable to, or related to services provided under this Agreement, including but not limited to (i) the handling of Stock and/or product for Customer pursuant to this Agreement, (ii) third party claims, including but not limited to products liability or personal injury , (iii) Stock recalls, (iv) any claim that the Stock or product infringes or otherwise violates the right of any other party, (v) any claim that taxes or tariffs or other fees levied by a governmental entity are due and owing on the Stock or product, (vi) the quality or authenticity of the Stock or product, and/or (vii) Customer’s breach of or non-compliance with, any of its representations, warranties, covenants and agreements contained in or arising under the terms of this Agreement.  For purposes of this provision, “handling” of Stock and/or product includes, but is not limited to, applying bar codes or stock-keeping units (“SKUs”) on Stock and/or product on behalf of Customer.

6.9       Indemnity By Company.  The Company will defend, indemnify and hold harmless Customer and its respective directors, officers, employees, agents, distributors, customers, assignees and licensees (each an “Customer Party”) from and against any and all Damages actually incurred, suffered or sustained by any Customer Party arising from, or otherwise attributable to, the gross negligence or willful misconduct of a Company Party in performing services  under the terms of this Agreement.

SECTION VIII

MISCELLANEOUS

8.1       Transferability. The rights and obligations of Customer created under this Agreement may not be transferred, or assigned to a third party, or for the benefit of a third party, either directly or indirectly, without the prior written notice to the Company.

8.2       Notice.  All notices or notification required here under shall be deemed sufficient if in writing and sent via first-class mail, postage prepaid, with a copy sent by facsimile or email to the attention and address and facsimile number or email address set forth below:

If to Company:

Fulfillment Hub USA LLC

11400 NW 34th Street,

Miami, 33178, Florida,

United States

8.3       Severability.  In the event that any of the terms of this Agreement shall be deemed invalid, unlawful, or unenforceable to any extent, such term shall be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.

8.4       Taxes. Customer agrees to pay and/or indemnify the Company from all taxes applicable to the sale, delivery, shipment, or storage of Customer’s Stock, including but not limited to sales, use, personal, franchise, gross receipts, excise, tariff, franchise and business taxes, together with any penalties, fines, or interest thereon, imposed by any federal, state, province, local government, or any other taxing authority, but excluding any taxes based on the Company’s net income and any taxes based on the Company’s use, lease or ownership of the Facility, including without limitation any property taxes.

8.5       Governing Law; Attorney Fees. If any fees or costs are incurred to enforce this Agreement, or if any suit or action is brought to enforce any provision of this Agreement, or for damages for the breach of any of the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney fees and costs as awarded through the arbitration process. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Florida, without reference to provisions of conflicts of laws.

8.6        Governing Law; Notice and Service of Process; Waiver of Trial By Jury
(a) Customer hereby consents and agrees that the state or federal courts located in Florida shall have exclusive jurisdiction to hear and determine any claims or disputes between Customer and Company pertaining to this Agreement or to any matter arising out of or related to this Agreement; provided, that Company and Customer acknowledge that any appeals from those courts may have to be heard by a court located outside of Florida; and further provided, that nothing in this Agreement shall be deemed or operate to preclude Company from bringing suit or taking other legal action in any other jurisdiction to collect the obligations or to enforce a judgment or other court order in favor of Company. Customer expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and borrower hereby waives any objection which it may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. Customer shall designate a director or officer of the Customer as the party upon whom process may be served. Customer hereby waives personal service of the summons, complaint and other process issued in any such action or suit, and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to Customer at the address set forth in Section 8.2 and that service so made shall be deemed completed upon the earlier of borrower’s actual receipt thereof or ten (10) days after deposit in the U.S. mails, proper postage prepaid.

(b) THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN COMPANY AND CUSTOMER ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT.

8.7       Entire Agreement. This Agreement and its schedules contains the entire agreement and understanding of the parties as to the subject matter herein, and supersedes all other prior agreements, understandings and arrangements, written or oral, between the parties relating to the subject matter hereof.

8.8       Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.

8.9       Independent Contractor.  The Company is an independent contractor and not an employee, partner or agent of Customer. Neither party shall have authority to commit or create any liability on the part of the other in any manner whatsoever. Personnel retained or assigned by the Company to perform work under this Agreement shall at all times be considered employees, agents, or contractors of the Company, and at no time employees of Customer, and the Company shall be fully responsible for compensation, payroll taxes, workman’s compensation coverage, and any other legal requirements associated with employment.