Sign Up Approval

(1)Introduction: The terms herein described pertain to the operational and service obligations and limited liabilities of Xpert Fulfillment Inc. (2) Fulfillment Defined: Fulfillment is the receipt, storage, assembly and shipment or transmission of product or data on behalf of another party. "Client" is hereunto stated in reference to the party who has agreed to these terms of service. (3) Proposals: Proposals are based on program specifications provided by the client and agreed to by Xpert Fulfillment Inc. on the date of the proposal. Specification changes, prior to the acceptance of the proposal or during the completion of work, entitles Xpert Fulfillment Inc. to adjust pricing accordingly. Proposals may include charges for freight, packing materials, postage, communication transmissions, taxes, pickups or deliveries, or credit card processing fees and other activity related fees that are required to complete the fulfillment process. Proposals include, but are not limited to, email communications, and phone conversations. Proposals and rates will be re-evaluated by Xpert Fulfillment Inc's staff periodically, and rate increases may be required occasionally, and are based on the sole discretion of the Xpert Fulfillment Inc staff. (4) Termination: On termination of service Xpert Fulfillment Inc. will be compensated in full for any work or services performed through the date that services are terminated, plus costs involved in scrapping or preparing the material for shipment, the cost of preparing a final inventory, and the cost of any goods or services purchased prior to termination. Fulfillment projects may be canceled by the client at any time by notice in writing or via e-mail with the understanding that Xpert Fulfillment Inc. will be compensated in full for any work or services performed prior to cancellation, plus the cost of any goods or services purchased for the fulfillment program. It is understood that Xpert Fulfillment Inc. has the right to hold all inventory until all outstanding invoices have been satisfied. Xpert Fulfillment Inc may terminate this agreement at any time, for any reason, by providing the Client a notification via email. In the event an account is terminated at Xpert Fulfillments behest, orders may continue to be shipped in the interim, provided Xpert Fulfillment Inc consents. Xpert Fulfillment Inc, is under no obligation to provide continuing fulfillment services if a termination notification has been sent. Xpert Fulfillment is in no way responsible for any loss of business, indirect or consequential claims, such as loss of sales or opportunity. (5) Postage/Freight Payments: Clients provide postage and freight charge payment, in addition to fulfillment and storage fees on a weekly basis. Xpert Fulfillment Inc. may either mark-up or provide discounts to published shipping prices based on the terms stipulated. Xpert Fulfillment may at its discretion, require pre-payment of estimated fees. Xpert Fulfillment may at its discretion use whichever service is most economical, unless specifically requested by the client. These services include UPS, Fedex, Postal and International Consolidators. (6) Right of Refusal / Suspension: Xpert Fulfillment Inc. may refuse at any time to handle or distribute products of any kind that in Xpert Fulfillment Inc’s sole judgment is an invasion of privacy, is degrading, libelous, unlawful, profane, obscene, tends to ridicule or embarrass, or is in bad taste, or which in Xpert Fulfillment Inc’s sole judgment is an infringement on a trademark, or trade name, or service mark, or copyright belonging to others, or is in violation of the FTC Mail or Telephone Order Merchandise Trade Regulation Rules, or other governmental regulations. In an attempt to prevent fraud, Xpert Fulfillment Inc requires valid contact information, physical address, email, and phone number of its clients. If contact information is found to be incorrect, client's account may be suspended until such a time that the information is corrected. Xpert may suspend an account for any reason, and is at the discretion of Xpert Fulfillment Inc. (7) Databases: A client's databases in Xpert Fulfillment’s possession, for storage or otherwise, are the exclusive property of the client and shall be used only at the client's instructions. Xpert Fulfillment Inc shall provide reasonable and prudent protection against the loss of a client's data, in much the same manner that the client would itself. A minimum suggested security program shall contain utilization of anti-virus software, firewall protection and other current technologies. This includes adequate backup procedures for all files and programs. Xpert Fulfillment Inc. shall pay for the cost of transferring a copy of a replacement file in the event of systems failure, loss by fire, vandalism, theft, or other such causes (excluding destruction of the data due to client's negligence or willful misconduct), provided that the client has duplicate data files or has the source material from which the client can compile replacement data. Xpert Fulfillment Inc. shall not be liable for compiling such data nor for any intangible or special value attached thereto. (8) Client-Provided Materials: Xpert Fulfillment Inc. assumes that all materials provided will meet manufacturers' specifications as stipulated in the proposal referenced in paragraph (3) above. Materials which do not meet manufacturers’ specifications may be subject to pricing at special rates. Client will be notified when a deficiency is discovered and approval will be obtained for handling at special rates before proceeding with work, and a new delivery schedule may result. (a) Client is expected to provide Xpert Fulfillment Inc. with sufficient inventory or adequate sources of supply to meet anticipated demand. It is also required that the Client provide advanced notification to Xpert Fulfillment Inc for all inbound shipments, or a receiving fee will be added. (b) Collect shipments are accepted only if client obtains prior written clearance from Xpert Fulfillment Inc. and, in such event, a service charge may be added to the actual freight charges. (c) Each incoming carton or skid must bear an identity, item code, quantity and a sample clearly visible. Each carton or skid must have only one material version, unless clearly marked and separated. Multiple items should not be included within a single carton, skid or container unless noted thereon and on accompanying paperwork.  (d) All items must be clearly and accurately coded. Xpert Fulfillment Inc shall not be responsible for picking and packing errors which result from the erroneous marking of items or the client's failure to code them. If items are not properly labeled, Xpert may require items to be barcoded. This can be completed prior to arrival of inventory, or as a compensated task for Xpert Fulfillment Inc. Rates will vary based on the requirements.  (e) Delivery tickets must accompany the material delivered, and should show the number of skids or cartons, the quantity per skid or carton, the corresponding item number, and the total delivery quantity. Delivery tickets include, but are not limited to Advance Shipper Notifications and Packing Lists.  (9) Spoilage, Counts, Damages, and Shrinkage: Xpert Fulfillment Inc. is not responsible for normal spoilage of material that occurs naturally during processing.  There are three categories of shrinkage allowances typical in the fulfillment industry:  (a) If Xpert Fulfillment Inc. is not authorized to perform counts of the literature or products received, nor is there independent verification, then no realistic shrinkage expectations can be developed and Xpert Fulfillment Inc. is not responsible for inventory shrinkage.  (b) If Xpert Fulfillment Inc. performs test counts, spot checks and weight counts, the industry standard for shrinkage is 5% to 10% of printed material received and 2% to 3% of products received.  (c) If Xpert Fulfillment Inc. has been paid to count/verify valuable items on receipt and to maintain the counted material in a special secured environment, the standard shrinkage allowances do not apply, and Xpert Fulfillment Inc. is responsible for losses that could have been prevented by exercising reasonable and prudent care.  Any liability for losses that Xpert Fulfillment Inc. assumes is limited to the manufacture cost of the materials and does not include indirect or consequential claims, such as loss of sales or opportunity.  (10) Packaging: Unless otherwise agreed upon, prices quoted assume usage of Xpert Fulfillment Inc. standard cartons, envelopes, and packaging materials, including, but not limited to carrier provided “free” packaging. Custom or specified materials may involve additional materials and handling charges and longer lead times. (11) Excess Materials: Absent specific instructions from the client on the disposition of excess materials, Xpert Fulfillment Inc. may collect reasonable storage charges. If the client fails to respond to a disposition request and fails to pay applicable storage charges Xpert Fulfillment Inc. may, after 60 days, destroy the stored material. (12) Order Processing and Delivery Schedules: Xpert Fulfillment Inc. is not responsible for failure to meet agreed on processing schedules if such failure can be traced to fire, accidents, acts of God, mechanical breakdown, acts of terrorism, failures on the part of the U.S. Postal Service or other common carriers, or other events that are outside the control of Xpert Fulfillment Inc.. If Xpert Fulfillment is requested to cancel any in process order, a $3 charge will be applied. (13) Insurance: Client retains title to and the insurable interest in its materials. Xpert Fulfillment Inc. is responsible only for losses that are the direct result of its own willful or negligent acts. Supplemental insurance is the responsibility of the Client, and is highly recommended for coverage against fire, flood, and theft. Xpert Fulfillment Inc will not be responsible for loss of goods not covered by Client's insurance. (14) Errors in Fulfillment: Xpert Fulfillment Inc. is responsible to correct misdirected or erroneous shipments provided the errors were expressly the fault of Xpert Fulfillment Inc.. Its liability is limited to the cost of re-shipping a corrected order or, at Client’s option, retrieval of the material shipped at Xpert Fulfillment’s expense. Xpert Fulfillment Inc. is not liable for loss of business or incidental or consequential damages or costs. (15) Delinquent Invoices: If money is owed to Xpert Fulfillment it may, at its option, hold orders for processing and shipping, until past due payment has been received. It may also hold the client's data, materials, or other property against payment of delinquent invoices. "Delinquent" is defined as "one week beyond the specified invoice date." If invoices remain unpaid for 15 days after original invoice date a late fee of $25 will be added. If invoices remain unpaid in excess of one (1) month from the original invoice date, Xpert Fulfillment has the right to dispose of client's property in a manner which will help to compensate for any unpaid balance owed for fulfillment services rendered, including the selling of these goods. The value of these goods will be based on the discretion of Xpert Fulfillment and the marketable liquidation value of these goods. Xpert Fulfillment Inc will notify the client of its intention to liquidate any remaining inventory by email. From notification date, the Client has 1 week to make settlement arrangements with Xpert Fulfillment Inc. If, after one week, there are not settlement arrangements in place, Xpert Fulfillment Inc will start the process of liquidating any remaining inventory and closing the account. Any remaining balance will be sent to collections. (16) Credit Card Backup and Storage: A backup credit card is required for all accounts and must be valid. The standard administrative fee and storage is $95, this includes 100 bins and 1 pallet of storage. Each additional pallet (based on 16 square feet) will be $25. (17) Hold Harmless: The client defends and holds Xpert Fulfillment Inc. harmless from and against all damages, costs, expenses (including reasonable attorneys' fees), liabilities, or losses arising out of or resulting from. (a) Xpert Fulfillment Inc. acting as client's agent. This includes any regulatory requirements of any governmental agency.  (b) Xpert Fulfillment Inc’s performance of the fulfillment function on behalf of or in accordance with specifications established and agreed upon by the client.  (c) As an agent of the client, should legal issues arise in regard to client inventory or client product claims, client assumes the financial obligation of defending Xpert Fulfillment Inc. (18) Acceptance of Terms / Personal Liability: By submitting the signup form, administrative contact accepts personal liability and makes a personal guarantee for any debts incurred, including but not limited to fulfillment related fees and charges, collection and / or legal fees. (19) Controversies and Claims Shall be Subject to Arbitration: Any controversy or claim arising out of or related to the contract, or the breach thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator or arbitrators shall be entered in any court having jurisdiction thereof. (20) Entire Agreement: This Agreement contains the entire agreement of the parties. All prior and/or simultaneous negotiations are merged into the Agreement. The parties agree that there are no promises, representations, or inducements except as are set forth in this document. The terms and conditions of this Agreement may only be modified by a written document signed by both parties. (21) Governing Law: This Agreement will be construed, interpreted, and applied according to the laws of the State of Michigan. To the fullest extent permitted by law, the parties irrevocably submit themselves to Benzie County as the exclusive choice of venue for any litigation arising from or related to this Agreement. (22) Waiver: Xpert Fulfillment Inc.’s failure to promptly enforce any provision of this Agreement shall not constitute a waiver of the right to enforce that provision or any other provision of this Agreement unless said waiver is in a writing signed by both parties. (23) Severability: The terms of this Agreement are severable. In the event that any provision of this Agreement is held to be unenforceable or invalid in any court of law or otherwise, all other terms shall be held to be enforceable to the extent allowed by law. (23) Amendment: This Agreement may be amended by Xpert Fulfillment Inc without prior notice to Client. Modification requests to this document should be sent via email to legal@xpertfulfillment.com.