Warehouse Terms and Conditions
The following Warehouse Terms and Conditions (“Warehouse Terms”) shall apply to the provision of Warehouse access to Customer and form part of the Reachdesk SaaS Terms and Conditions (the “SaaS Terms”). Any terms not defined in these Warehouse Terms shall have the meaning set forth in the SaaS Terms.
1. Inventory Restrictions. Unless otherwise agreed to by Reachdesk’s supply chain team in writing, Customer will not send to, or store at the Warehouse(s) the restricted items found here: https://reachdesk.com/warehouse-restrictions (the "Restricted Items").
2. Shipping to Warehouse(s)
2.1 Inventory Acceptance. Customer shall follow all written instructions provided by Reachdesk in relation to shipping to Warehouse(s). Customer acknowledges that Reachdesk is not responsible for Inventory prior to its arrival at a Warehouse and that Customer must send the Inventory with Delivered Duty Paid (DDP) shipping. Reachdesk reserves the right to refuse goods where taxes, duties or freight costs are due. Inventory shipped to Warehouses shall only be deemed received upon being marked as received by the relevant Warehouse. For the avoidance of doubt, Reachdesk shall not be liable or responsible for Inventory that is not marked as received by the relevant Warehouse. Where Reachdesk is unable to stock Inventory as a result of Customer not following Reachdesk’s instructions in relation to shipping Inventory to a Warehouse, Reachdesk may destroy or dispose of the Inventory where Customer does not provide the necessary information requested by Reachdesk within 30 days of the relevant request.
2.2 Pallets and Freight. Customer shall also notify Reachdesk in writing at least 7 working days in advance where Customer intends to send an individual shipment of Inventory delivered in a pallet. Where Customer provides notice that a pallet would be shipped, Customer shall also provide Reachdesk with (a) the tracking number (if available), (b) the expected number of pallets, (c) the relevant ship notice and (d) expected date of delivery. Where Customer does not provide notice of delivery for a pallet and the relevant information, Reachdesk reserves the right to reject the relevant delivery.
3. Shipping from Warehouse(s). Reachdesk will use commercially reasonable efforts to fulfill all deliveries of Inventory requested by Customer through the Reachdesk Platform. Reachdesk shall charge Customer Pick and Pack Fees and Postage Fees that are incurred when handling Inventory and while sending Inventory from Warehouse(s) to destinations chosen by Customer, through its Balance, in accordance with the estimates provided in Reachdesk’s rate card available at: go.reachdesk.com/rate-card. Reachdesk shall notify Customer at least 14 days in advance of any changes to rate cards. Reachdesk will make payments for duties and taxes on behalf of Customer based on the duties and taxes paid. Customer shall also be charged for applicable costs and fees that result from (a) Inventory being stopped by customs for any reason, (b) importation costs and fees incurred and/or charged by subcontractors related to the shipment of Inventory, including but not limited to customs and/or brokerage fees, and (c) inventory returned to a courier’s or Reachdesk’s warehouse(s) as a result of a failed delivery.
4. Disclaimers. Customer understands and accepts that (a) Reachdesk’s warehouses are not temperature controlled and Reachdesk will not be held responsible or liable for any temperature-related damage and (b) Reachdesk shall not be liable or responsible for any delays in Inventory deliveries for any reason. All perishable Inventory must have a clearly labelled expiration date, and for any Inventory that is past its expiry date, Reachdesk will, without liability to Customer, destroy or dispose of such expired Inventory at Customer's cost.
5. Receipt of Restricted Items. Where Restricted Items are received at a Warehouse, (a) the relevant Warehouse may reject the Restricted Items or (b) the Warehouse may receive the Restricted Items and Reachdesk will send a notice to Customer that the Restricted Items will be destroyed or disposed within 30 days at Customer’s cost, credited through the Balance, unless Customer (i) picks the Restricted Items from the Warehouse, or (ii) Customer indicates that they should be returned, by providing a return address, at Customer’s cost which will be credited through the Balance.
6. Loss or Damage. Subject to the provisions of these Warehouse Terms, Reachdesk shall reimburse Customer via the Balance with the original purchase value of Inventory that is lost or damaged where there is (a) loss of inventory beyond the Inventory Accuracy level in accordance with Clause 10, (b) damage caused at the Warehouse. Subject to the provisions of these Warehouse Terms, where Inventory, that is sent from a Warehouse, is damaged or lost in transit, Customer shall be reimbursed via the Balance in accordance with the relevant courier’s refund terms. This Clause contains Customer’s sole exclusive remedy in relation to loss of or damage to Inventory. For the avoidance of doubt, Customer shall not be entitled to claim more than once in respect to the same loss. For Customer to receive the reimbursement, Customer shall provide Reachdesk with proof of the damage, where applicable, and the invoice for the lost or damaged Inventory, unless the Inventory was sourced by Reachdesk.
7. Loss or Damage in Warehouse Exceptions. Reachdesk shall not be liable for loss or damage (i) to Restricted Items, (ii) caused by latent or inherent defect (unless the Inventory was sourced by Reachdesk) wastage in bulk or weight, vice or natural deterioration of the Inventory; or (iii) caused by any special handling or storage requirements in respect of the Inventory not accepted in writing by Reachdesk.
8. Loss or Damage in Transit Exceptions. Reachdesk shall not be liable for loss, damage or delays (a) for Inventory caused by a customs agency (b) for Inventory if Customer violates any of the terms of the Agreement; (c) for Restricted Items; (d) for Inventory that results from electrical or magnetic damage, including erasure of electronic or photographic images or recordings; (e) for Inventory caused by a Force Majeure Event, (f) for Inventory caused by Customer’s or by Customer’s supplier’s, acts or omissions, including but not limited to incorrect declaration of goods, concealed loss as a result of improper or insufficient packaging or marking or addressing of the shipment (unless the Reachdesk has charged Customer for repackaging of the relevant lost or damaged Inventory with concealed loss), (g) for Inventory that is deemed as undeliverable by Reachdesk and/or (h) for Inventory that is marked as delivered by the courier.
9. Failed Deliveries. Where Inventory is sent out of a Warehouse and Reachdesk is not at fault for a failed delivery due to (a) loss of the shipment, (b) operational errors where the courier is at fault, or (c) unpaid duties, Customer shall be responsible for the cost of returning the Inventory to the Warehouse, and Reachdesk shall not be responsible for any damage to or loss of Inventory during such return.
10. Shrinkage. Reachdesk will take all reasonable precautions to maintain the stock in a secure environment. Reachdesk shall not be liable for any Customer losses as a result of Shrinkage unless such Shrinkage causes the Inventory to fall below 99% of the Inventory Accuracy level. Where Shrinkage causes Inventory to fall below 99% of the Inventory Accuracy level, Reachdesk will either replace such percentage of Inventory to reach 99% or refund Customer, through its Balance, with an amount equal to Customer's initial cost value of the relevant Inventory. For the purposes of this Clause, (a) "Inventory Accuracy" means inventory overages minus inventory shortages, as measured by the monetary value of the discrepancy as a percentage of total Inventory value at cost. The measurement period shall constitute the period of time between physical inventory stock counts, which shall take place at intervals as determined by Reachdesk. Accountability shall begin upon receipt of Inventory, using the physical counts conducted by Reachdesk. For the purposes of these Warehouse Terms (a) "Inventory Accuracy" means Inventory overages minus Inventory shortages, as measured by the monetary value of the discrepancy as a percentage of total Inventory value at cost and (b) "Shinkage" means an uncorrectable negative difference between the physical and booked Inventory stored at a Warehouse.
11. Compliance. Customer will provide evidence of and/or assist Reachdesk in procuring all certifications, permits, bonds, and/or other documentation necessary for compliance with applicable import, export and/or customs regulations, including all costs and fees associated thereto. Customer represents and warrants that no Inventory delivered to Reachdesk contains counterfeit goods or goods that otherwise violate trademarks or other Intellectual Property rights held by third-party owners of such trademarks or rights. Customer further represents and warrants that all Inventory transported in accordance with this Agreement does not, and will not (a) be pest or mould infested or otherwise be in unsanitary conditions that are capable of infecting or infesting other areas, goods or packages, or (b) contain items the transport, storage or receipt of which by the receipt would violate domestic or international law. Customer shall immediately notify Reachdesk with the pertinent facts if Customer knows or should have known that it has furnished (i) any Inventory described in this Clause, or (ii) any Restricted Items. Reachdesk reserves the right, without liability to Customer, to destroy or dispose of any Inventory that consists of items that pose any immediate risk of damage to property or injury to persons, at Customer’s cost. Customer shall indemnify Reachdesk, and/or its subsidiaries, Affiliates, directors, officers, employees, agents, successors and assignees against all damages, claims, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with (a) Customer’s breach of this Clause 11 or (b) Restricted Items sent to Reachdesk by Customer.
12. Variations. These Warehouse Terms may be amended from time to time by Reachdesk at its sole discretion by providing Customer with 30 days’ notice in advance. Where Customer does not consent to the changes, Reachdesk at its discretion may (a) retain a previous version of the Warehouse Terms for Customer, or (b) terminate the Customer’s Warehouse Services of the Agreement, whereby the Inventory shall, at Customer’s cost, be returned to Customer or destroyed/disposed of at Customer's choice. Where the Order Form offers Warehouse Services as part of the Platform Fee, the pro-rated pre-paid Platform Fees for the Warehouse Services after the termination shall be added to Customer’s Balance.