This Fulfillment Services Agreement (the “Agreement”) is entered into by and between Polidan Inc, a Florida C-Corp doing business as FBMFulfillment (“FBMFulfillment”), and the depositor: ______________________________, Legal Entity Type: ____________________, organized and existing under the laws of the state of ______________________________, with principal office located at: _____________________________________________________________ (“Company”). Company and FBMFulfillment are referred to herein collectively as the “Parties” and individually as a “Party.”

Recitals

• WHEREAS, the Company is in the business of selling and/or manufacturing certain Products;
• WHEREAS, FBMFulfillment provides to various retailers and manufacturers product storage, FBA replenishment, and direct-to-customer order fulfillment services, pursuant to which FBMFulfillment provides storage, packing, and shipping products to the retailer’s customers;
• WHEREAS, Company desires to retain FBMFulfillment’s services, and FBMFulfillment desires to provide services to Company, subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Appointment

The Company hereby engages FBMFulfillment to provide, and FBMFulfillment hereby agrees, upon the terms and subject to the conditions set forth in this Agreement, to provide the Services to the Company for the duration of the Term and any Renewal Term described in Section 2. During the Term and any Renewal Terms, the conduct of the Parties shall be subject to the terms and conditions of this Agreement, including conformance with the various FBMFulfillment policies.

2. Term

2.1 Term. The term of this Agreement commences on the Effective Date and continues monthly in full months beginning the first and ending the last day of the month. This Agreement automatically renews for subsequent months on a month-to-month basis unless and until either Party provides written notice of termination at least fifteen (15) days before the end of the then-current month, or unless and until earlier terminated as provided under this Agreement or applicable law. Each renewal period is referred to as a “Renewal Term.” FBM is committed to earn your business each and every month.

3. FBMFulfillment Services

3.1 Services. FBMFulfillment shall provide the following services to the Company (collectively, the “Services”):

• Receive shipments from the Company of the Product.
• Provide storage facilities for the Inventory in FBMFulfillment’s warehousing facilities (“Warehouse”).
• Upon notification by the Company of a purchase of Products by a customer, pick and package the Products from the available Inventory and ship such Products directly to the customer (“End-User”).
• At the written direction of the Company, prepare goods for shipment to FBA or wholesale destinations.
• Use appropriate packaging material, including bubble wrap, boxes with void fill, or other materials, at FBMFulfillment’s discretion.
• Upon request by the Company, include a Company packing slip and/or other Company marketing materials concerning the Product, to be provided by Company.
• Process, package, and ship all Product orders in accordance with FBMFulfillment Policies.
• Maintain monthly ledger summaries of all orders shipped and received, which shall be made available to the Company through FBMFulfillment billing.
• Facilitate any Product returns from the End-User to the Company.
• Perform any additional services, including special projects, that the Company desires FBMFulfillment to perform, as more fully described on the attached Exhibit A, to be amended from time to time as agreed upon by the Parties.

3.2 Service Level Agreement. FBMFulfillment’s current Service Level Agreement is attached as Exhibit A.

4. Compensation and Reimbursement for Services

4.1 15-30 Day Invoicing. FBMFulfillment will normally invoice Company within the first fifteen (15) days of the month for the previous month’s charges. Because FBMFulfillment does not require payment in advance and/or 15-day invoicing, like most competitors, payment terms are due on receipt. In the event that monthly financial exposure exceeds 50% of the liquidated value of the inventory, FBMFulfillment may, at its option, change the invoice cycle to bi-monthly or weekly. Invoice for Services shall serve as a receipt for the Company.

4.2 Product Invoicing. Any and all fees due for the cost of the Product and/or shipping shall be paid directly by the End-User to the Company. Under no circumstances shall FBMFulfillment accept, receive, or otherwise be held responsible for payments from an End-User made in exchange for the Product.

4.3 Late Payment Fee. If FBMFulfillment fails to receive payment from Company by the due date of the invoice, a late payment fee of 5% with a minimum of $30 may be applied to the invoice, unless the invoice is currently being disputed in writing in advance of the invoice due date. Withholding timely payment in excess of the disputed amount is not allowed and is subject to penalty.

4.4 Options and Ways to Pay. FBMFulfillment provides the Company with the convenience to pay invoices online through the Company’s account using the following payment methods: Bank Transfer and ACH transfer, subject to a 1.0% convenience fee; credit card, subject to a 3% convenience fee; PayPal, subject to a 4% convenience fee; or wire transfer, subject to a $25 fee within the United States. FBMFulfillment uses a third-party payment processing company and does not store payment information on its own servers. All Company payment information is stored with the third-party provider. If Company’s invoice remains unpaid for more than forty-five (45) days from the issue date, Company agrees that FBMFulfillment shall have the right to auto-charge any payment method that has been used in the past.

5. Title, Risk of Loss and Insurance

5.1 Title. Company hereby agrees that at no time during the period that Products are held by FBMFulfillment as Inventory in the Warehouse will FBMFulfillment hold title or any other rights of ownership in the Inventory. Title in Inventory will continue to be held by Company until such time as the Products are delivered to the End-User.

5.2 Risk of Loss. Company hereby agrees that at no time during the period that Products are held by FBMFulfillment as Inventory in the Warehouse will FBMFulfillment carry the risk of loss in the Inventory. Risk of loss in Inventory will continue to be held by Company until such time as the Products are delivered to the End-User. FBMFulfillment shall exercise commercially reasonable standards of care for all of Company’s Products in its possession but specifically disclaims liability of loss except for instances of gross negligence by FBMFulfillment.

5.3 Insurance. COMPANY HEREBY AGREES THAT IT IS COMPANY’S RESPONSIBILITY, AT ALL TIMES, TO MAINTAIN AN INSURANCE POLICY THAT COVERS THE COST OF THE PRODUCTS HELD IN INVENTORY. Legally, FBMFulfillment cannot insure something it does not own. Company has the option of adding the Warehouse as a designated storage location to Company’s general inventory policy. If requested by Company, FBMFulfillment shall allow premises inspection in order to assist Company in obtaining coverage. Polidan Inc’s insurance agent is https://ricciinsurancegroup.com, and Company may email noelle@ricciinsurancegroup.com. FBMFulfillment provides this referral as a courtesy only and makes no representation or warranty regarding the services provided by any third-party insurance provider.

5.4 No Insurance. Company may choose not to insure its inventory. In this event, FBMFulfillment will, under no circumstances, be liable for any loss or damage to inventory stored at FBMFulfillment facilities, including but not limited to theft, misuse, fire, natural disaster, or any other event.

6. Company’s Account

6.1 Services Available Through the Account. Subject to Company’s compliance with this Agreement, FBMFulfillment shall perform the Services described in this Agreement as selected and authorized by Company in the Account and described on Exhibit A attached hereto. Company may order Services through the Account (“FBMFulfillment Services Orders”). All FBMFulfillment Services Orders are deemed incorporated into, and governed by, this Agreement. By using the Services, Company acknowledges and agrees that FBMFulfillment operates as a third-party warehouse and broker of shipping services, accepting shipments from, and making shipments to, third parties. FBMFulfillment is an independent contractor for all purposes and only acts as the agent of Company with respect to FBMFulfillment’s custody of the Products in its Inventory.

6.2 FBMFulfillment Services Estimates. Quotes for third-party fees are for informational purposes only and are subject to change without notice and shall not under any circumstances be binding upon FBMFulfillment. Final rates and service fees may vary based upon the shipment actually tendered, the work actually performed, or factors such as carrier shipping prices, the actual characteristics of the Products, the delivery location, and other variations occurring in the ordinary course of business. In the event FBMFulfillment incurs additional charges from carriers, these charges will be passed along to the Company.

6.3 Pricing Changes and Currency Fluctuations. FBMFulfillment reserves the right to adjust its pricing for Services, with thirty (30) days’ notice via publication on the FBMFulfillment website and/or directly to the Company due to market forces and/or in response to currency fluctuations, including but not limited to currency conversion rate changes, conversion fee changes, and/or discount rate changes. After the first 120 days, FBMFulfillment reserves the right to charge a minimum monthly fee. FBMFulfillment often waives such minimum fees for the initial startup period, up to 365 days, to allow the Company to get established. All dollar amounts stated in this Agreement will be in U.S. dollars unless otherwise specified.

6.4 Usage Fee Disputes. Should Company disagree with any Usage Fees, other than carrier or third-party fees, invoiced or charged against the Account, Company must submit written notice to FBMFulfillment within thirty (30) days of the invoice date (“Dispute Period”). FBMFulfillment will not review customer requests for Usage Fee adjustments that are received after the Dispute Period.

6.5 Abandoned Account and Liquidation. If Company’s Usage Fees or third-party fees remain unpaid for a period greater than thirty (30) days, FBMFulfillment reserves the right, at its sole discretion, to reclassify Company’s Account as an “Abandoned Account.” Any Account that remains unpaid for greater than sixty (60) days will automatically be deemed an Abandoned Account. Before reclassifying or liquidating any Account, FBMFulfillment shall provide Company with at least ten (10) business days’ prior written notice to the email address on file, giving Company an opportunity to cure the outstanding balance or arrange for retrieval of its Inventory. Upon an Account becoming an Abandoned Account, Company immediately forfeits its rights of ownership of such Company’s Inventory up to the cumulative amount necessary for payment of all Usage Fees and third-party fees, as well as any reasonable expenses incurred by FBMFulfillment for preservation and storage of the Inventory or its sale. Inventory will become immediately unavailable to Company, and liquidation proceedings will begin. Company agrees that all Inventory liquidated shall be sold at the absolute discretion of FBMFulfillment, free and clear of liability, and that Company assumes any liability therefor. Company has no rights to any liquidation proceeds arising from an Abandoned Account unless the amounts recovered through liquidation exceed the cumulative amount necessary for payment as stated above. Should the amounts recovered through liquidation be insufficient, Company will remain liable for any pending Usage Fees and third-party fees above and beyond the liquidation proceeds.

7. FBMFulfillment Intellectual Property Rights

7.1 FBMFulfillment Property. For purposes of this Agreement, “FBMFulfillment Property” means FBMFulfillment’s methodology for the provision of the Services and FBMFulfillment’s Confidential Information. FBMFulfillment retains all worldwide right, title, and interest in and to the FBMFulfillment Property. Any rights not expressly granted herein to the FBMFulfillment Property shall be retained by FBMFulfillment. Company acknowledges that all right, title, and interest to the FBMFulfillment Property is owned by FBMFulfillment.

7.2 Client Property. No Confidential Information obtained by FBMFulfillment from Company shall become FBMFulfillment Property. All materials provided by Company shall be deemed “Client Property” for purposes of this Agreement. Company grants FBMFulfillment a non-exclusive license to the Client Property solely as needed to provide the Services.

7.3 Data Security. The Services are currently provided from the United States. Registration Information, Account data, information, and other data (“Data”) are currently stored and processed in the United States. FBMFulfillment has implemented and will maintain appropriate physical, electronic, and managerial procedures intended to protect against loss, misuse, unauthorized access, alteration, or disclosure. These measures include encryption of Data during transmission of the Service and encryption of backups of Data and authentication credentials at rest. FBMFulfillment will use commercially reasonable efforts to promptly notify Company of any unauthorized Account access to, or use of, Data that comes to FBMFulfillment’s attention. Company agrees to immediately notify FBMFulfillment of any suspected security breach at sales@fbmfulfillmentcom, followed by contacting FBMFulfillment customer support.

7.4 Third-Party Software. Any third-party software application Company uses on the FBMFulfillment website, to connect to the Services, or related to the Services (“Third-Party Software”) is solely subject to any third-party software provider software licenses. FBMFulfillment does not own, control, or have any responsibility or liability for any Third-Party Software.

8. Confidential Information

8.1 Scope. From time to time during the Term, either Party (“Discloser”) may disclose or make available to the other Party (“Recipient”) Confidential Information, whether orally or in written, electronic, or other form, whether or not marked, designated, or otherwise identified as “confidential.” For purposes of this Agreement, “Confidential Information” includes industrial and other intellectual property rights, business affairs, goods and services, third-party confidential information, and other sensitive or proprietary information.

8.2 Exclusion. Information subject to one of the following exclusions shall not be Confidential Information: information that is or becomes generally available to and known by the public; information that is or becomes available to the Recipient on a non-confidential basis from a third-party source; information published or otherwise made known to the public by Discloser; information generated independently without reference to the Discloser’s Confidential Information; or information that is required to be disclosed under a court order or pursuant to any applicable governmental rule, regulation, or statute, provided that Recipient provides Discloser with prior written notice of such disclosure, as permitted by law, and the timing for response set forth in the request.

8.3 Aggregate Use. Subject to the terms and conditions of this Agreement, Company acknowledges and agrees that FBMFulfillment may compile aggregate results from all of, or a selection of, Company’s use of the Services, provided that FBMFulfillment shall not disclose any information that would individually identify Company (“Aggregate Information”). Such Aggregate Information shall be deemed FBMFulfillment’s Confidential Information. Company also agrees that FBMFulfillment may review and use Company’s individual use of the Services in order to provide Services to Company, evaluate FBMFulfillment’s provision of the Services, and improve FBMFulfillment’s service offerings.

9. Indemnity

9.1 Indemnification. Subject to the terms and conditions of this Agreement, Company shall indemnify, defend, and hold harmless FBMFulfillment and its representatives, officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses, including attorneys’ fees and costs of enforcing any right to indemnification under this Agreement, arising out of or resulting from claims of a third party alleging Company’s breach or non-fulfillment of any representation, warranty, or covenant; any negligent or more culpable act or omission of Company; bodily injury, death, or property damage caused by Company; acts or omissions of any third party; failure by Company to comply with FDA or other governmental requirements; or failure by Company to comply with applicable state, federal, or international laws. Company shall not be required to indemnify FBMFulfillment for Losses arising from the gross negligence, willful misconduct, or bad faith of FBMFulfillment or its employees, agents, or subcontractors.

10. Disclaimers

10.1 As Is. FBMFulfillment’s obligations under this Agreement and the attached Exhibits are provided on an “as is” and “as available” basis. FBMFulfillment expressly disclaims all warranties of any kind, whether expressed or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement for the Services, FBMFulfillment’s website, and any third-party services. Use of the Services, FBMFulfillment website, or third-party services is at Company’s risk.

10.2 No Continuous Access. FBMFulfillment does not guarantee continuous, uninterrupted, or secure access to the Service. Operation of the Services may be interfered with by numerous factors outside FBMFulfillment’s control. FBMFulfillment will make reasonable efforts to process requests for receiving or shipping merchandise in a timely manner but makes no representations or warranties regarding the amount of time needed to complete processing because the Service is dependent upon many factors outside its control.

11. Limitation on FBMFulfillment Liability

11.1 No Liability for Consequential or Indirect Damages. EXCEPT FOR LIABILITY FOR INDEMNIFICATION AND LIABILITY FOR BREACH OF CONFIDENTIALITY, NEITHER FBMFulfillment NOR ITS REPRESENTATIVES IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY COMPANY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY FBMFulfillment OR COULD HAVE BEEN REASONABLY FORESEEN BY FBMFulfillment, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. OTHER THAN AS SET FORTH BELOW, IN NO EVENT SHALL FBMFulfillment’s LIABILITY UNDER THIS AGREEMENT EXCEED THE MONIES PAID OR PAYABLE BY COMPANY TO FBMFulfillment, EXCLUDING CARRIER FEES OR OTHER THIRD-PARTY FEES (“DAMAGES CAP”). FBMFulfillment MUST BE NOTIFIED WITHIN TEN (10) DAYS AFTER ANY UNAUTHORIZED TRANSACTION OR COMPANY WAIVES ALL DAMAGES FROM FBMFulfillment.

11.2 Exclusive Remedy. THE PROVISIONS OF THIS AGREEMENT PROVIDE COMPANY’S EXCLUSIVE REMEDY AGAINST FBMFulfillment FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE, AND/OR DESTRUCTION OF INVENTORY AND SHALL APPLY TO ALL CLAIMS, INCLUDING INVENTORY SHORTAGE AND MYSTERIOUS DISAPPEARANCE CLAIMS, UNLESS PROVEN BY AFFIRMATIVE EVIDENCE THAT FBMFulfillment CONVERTED THE INVENTORY TO ITS OWN USE. COMPANY HEREBY WAIVES ANY RIGHTS TO RELY UPON ANY PRESUMPTION OF CONVERSION IMPOSED BY LAW.

11.3 Inventory Count Inaccuracies. IN THE EVENT OF INVENTORY LOSS DUE TO INVENTORY COUNT INACCURACIES, INACCURATE INVENTORY COUNTS DURING RECEIVING, OR INVENTORY COUNT INACCURACIES AT ANY TIME THAT FBMFulfillment IS IN POSSESSION OF INVENTORY FOR WHICH THE CLAUSES ABOVE ARE DETERMINED TO BE INAPPLICABLE AND FBMFulfillment IS HELD LEGALLY LIABLE, COMPANY AGREES THAT SUCH LOSS WILL BE CONSIDERED AN “INVENTORY LOSS” AND FBMFulfillment’s LIABILITY SHALL BE LIMITED AS STATED IN SLA. IN NO EVENT SHALL FBMFulfillment BE LIABLE FOR ANY LOST SALES REVENUE FROM INVENTORY LOSS DUE TO INVENTORY COUNT INACCURACIES.

11.4 Projects. IN THE EVENT OF A LOSS DUE TO A PROJECT DEFINED AS HOURLY OR PIECE WORK DONE ON EXPECTED OR HELD INVENTORY (“SPECIAL PROJECT”), COMPANY AGREES AND ACKNOWLEDGES THAT FBMFulfillment’s LIABILITY SHALL BE LIMITED TO THE HOURLY CHARGE COMPANY PAID TO FBMFulfillment FOR THE PROJECT.

12. General Provisions

12.1 Entire Agreement. This Agreement, including and together with any related Exhibits, invoices, and FBMFulfillment Services Orders, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

12.2 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make such provision valid and enforceable, and the remaining provisions of this Agreement shall remain in effect and enforceable in accordance with their terms.

12.3 No Waiver. Failure or delay of FBMFulfillment to exercise a right or power under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof.

12.4 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and addressed to the other Party at its address designated from time to time. Unless otherwise agreed herein, all Notices to Company must be delivered by email listed in the Account, personal delivery, nationally recognized overnight courier, or certified or registered mail to the address listed in the Account. Legal notices to FBMFulfillment must be sent by postal mail to: FBMFulfillment, Inc., Attention: Legal Department, 201 NW 22nd Ave. Unit 100, Fort Lauderdale, FL 33311.

12.5 Conflict of Terms. If there is a conflict between this Agreement and the terms of any air waybill, bill of lading, or other transit documentation set forth by the contracted carrier, FBMFulfillment shall not be bound by carrier terms that would materially diminish Company’s rights under this Agreement. FBMFulfillment shall use commercially reasonable efforts to select carriers whose terms are consistent with this Agreement.

12.6 Attorneys’ Fees and Costs. In the event of a legal dispute, the prevailing Party shall have the right to collect from the non-prevailing Party any reasonable costs and/or attorneys’ fees incurred in enforcing this Agreement.

12.7 Governing Law and Venue. This Agreement and performance by the Parties hereunder shall be construed in accordance with the applicable laws of the State of Florida without regard to conflicts of laws provisions thereof, or, as appropriate, federal laws of the United States. Any action or proceeding arising from or relating to these terms must be brought in a federal or state court in St. Johns County, Florida. The Parties consent to the exclusive jurisdiction of, and venue in, the state and federal courts within St. Johns County, Florida. Notwithstanding the foregoing, FBMFulfillment may seek injunctive or other equitable relief to protect FBMFulfillment’s intellectual property rights in any court of competent jurisdiction.

12.8 Force Majeure. Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party’s control, without such Party’s fault or negligence, and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable. Such events may include natural disasters, embargoes, explosions, riots, wars, or acts of terrorism. Financial inability to perform, changes in cost or availability of materials, components or services, market conditions, or a Party’s actions or contract disputes will not excuse performance under this Section. The affected Party shall give the other Party prompt written notice of any event or circumstance reasonably likely to result in a Force Majeure Event and the anticipated duration of such event. The affected Party shall use diligent efforts to end the Force Majeure Event, minimize its effects, and resume full performance under this Agreement. If a Force Majeure Event prevents the affected Party from performing for more than thirty (30) consecutive days, the other Party may terminate this Agreement upon written notice.

Privacy Policy
FBMFulfillment’s Privacy Policy can be found at https://fbmfulfillment.com/privacy-policy/ and is incorporated into this Agreement by reference.

 

Signatures

Signature: ___________________________________________

Name: ________________________________________ Date: _______________

 

EXHIBIT A Service Level Agreement (SLA)

 

Ontime Shipment

FBMFulfillment Shall ship 99.5% or better of Direct to Consumer orders received by 2:00pm local time M-F the same day.  Carrier Holidays, Acts of god, Client holds, credit holds, quality issues or carrier pickup issues are beyond the control of FBMFulfillment and are exceptions to this policy.

Order Accuracy

FBMFulfillment shall maintain 100% accuracy in fulfilling orders correctly with the items as listed on the order in the WMS system via barcode scanning verification. Product labeling errors, omissions and externally caused record corruption are exempt.  If replacement shipments are required due to an error on the part of FBMFulfillment, FBMFulfillment will pay the lesser of the return postage or replacement value of incorrect items shipped, waive all fees on the replacement order, and re-ship the order.

Fragile Wrapping and Breakage

FBMFulfillment shall maintain a breakage rate of less than 1% due to improper packaging, including products shifting and/or lack of wrapping. [This has never been an issue]

Claims for goods damaged during the shipping process will be submitted directly to the carrier and will not count toward the allotted breakage rate. It is the Company’s responsibility to mark SKUs as fragile in the FBMFulfillment app for breakage to be tracked and accounted for. Breakage will be evaluated on a monthly basis, and the number of orders that exceed the designated allowance will be credited the average replacement cost, or declared value, of the products damaged in excess of 1% and waive all fees on the replacement order as outlined in the Order Accuracy section.

Inventory Accuracy and Shrinkage Allowance

FBMFulfillment uses barcode reading technology extensively to ensure inventory accuracy. This is why Company’s Goods, including both individual units and master cartons, must be properly labeled with barcodes by the supplier. Improper labeling or mislabeling voids FBMFulfillment’s accuracy commitment. FBMFulfillment is not responsible for Goods damaged at receipt.

Shrinkage (Uncommon):

Shrinkage of Goods while under FBMFulfillment’s care is rare, and FBMFulfillment maintains stringent operational protocols to minimize inventory loss.

Unit Liability Cap: Unless a superseding addendum is agreed to in writing by the Parties, FBMFulfillment’s liability for any individual unit of Inventory shall be limited to $10.00 per unit.

Standard Allowance: FBMFulfillment will maintain an Inventory Accuracy Rate of 99.5% for all Goods held 180 days or less.

Aged Goods Scale: For Goods held longer than 180 days, the Shrinkage Allowance increases according to the following schedule:

• 0 to 180 Days: 0.5% Shrinkage Allowance (99.5% Accuracy Target).
• 181 to 360 Days: 1.0% Shrinkage Allowance (99.0% Accuracy Target).
• 361+ Days (Obsolete): +1.0% for each additional 180 days.

FBMFulfillment is only liable for missing or damaged Goods that exceed the applicable tier’s allowance.

Valuation of Loss: Reimbursement for losses exceeding the allowance will be calculated at Factory Cost minus 10% per year of age. Client must provide validated invoice evidence. Liability is limited to items received as Single SKU Master cartons. SKU quantity variances offset for claim purposes.

Receiving and Put Away

FBMFulfillment shall receive and put away inventory within three business days, provided its published receiving guidelines have been followed. Receipts larger than thirty (30) cartons, four (4) pallets, and containers require a dock appointment and must be noticed via provided spreadsheets two (2) business days prior to the inventory arriving to ensure receiving commitments can be met. If the inventory does not meet these guidelines, FBMFulfillment, at its sole discretion, may reject the inventory or the Company’s shipments may be delayed, and Company agrees FBMFulfillment shall not be held liable for any loss or damage as a result of such delay.