Terms and conditions

This Terms and Conditions will be effective the customer registers on PrepBuddies.ca. By registering customer agrees all terms and conditions identified below.

Description of Services

Services Provided: Beginning upon execution of this agreement, PrepBuddies shall perform FBA Prep responsibilities requested by the customer for products shipped to the PrepBuddies Warehouse by customer, including but not limited to:

Receiving and inspection of inventory

Creating FBA shipping plans, printing FNSKU labels, and creating Amazon FBA shipments.

Preparing products according to Amazon’s Packing and Prep Requirements as identified on the following link; https://sellercentral.amazon.ca/help/hub/reference/external/200141500?ref=efph_200141500_cont_201100890&locale=en-CA

Processing shipment via PrepBuddies software

Packing products and assigning box content

Shipping products to Amazon

Storage of Inventory

Carton Forwarding Services

Processing of Amazon Removal orders

Sending Inventory to PrepBuddies

Inbound Shipment Notification

Customer is responsible for notifying PrepBuddies of the inventory to be sent to us by creating an Inbound Shipment via your PrepBuddies Dashboard for each and every order. Products SKUs that were ordered but are not listed on the Inbound Shipment may be subject to a Non-Compliance fee of $10 per SKU. Inbound Shipments must be created prior to PrepBuddies receiving the shipment. Receiving a shipment before a corresponding Inbound Shipment has been created creates additional work and disrupts our workflow so they are subject to a Non-Compliance fee of $100 per shipment.

Large Shipments

All large shipments must be approved by PrepBuddies before sending them to us. A large shipment is defined as:

50 or more cartons via Small Parcel Carrier

4 or more pallets via LTL

Container shipments

Once approved, you must notify us of the arrival of the Inbound Shipment at least three (3) business days in advance. Unexpected large shipments disrupt our forecast, increase labor costs, and are subject to a Non-Compliance fee of $1 per carton or $20 per pallet.

Unacceptable Products

PrepBuddies reserves the right to refuse to accept or process any product or shipment we deem dangerous, excessively laborious, legally questionable, or that we are not properly equipped to process. These products include but are not limited to:

Dangerous products like corrosives, solvents, fuel, fertilizer, pepper spray, bear repellent, weapons or firearms.

All products which are identified under “What can be sold in limited quantities” and “What can not be sold through FBA” titles on Amazon’s Dangerous goods identification guide webpage.

Overly fragrant products that do not come in pre-sealed containers like essential oils, perfumes, sachets, or candles.

Products heavier than 45 lbs (without preapproval)

Products larger than 60 inches on their longest side (without preapproval)

Received products classified as Unacceptable are subject to a Non-Compliance fee of $2 per unit and must be removed from PrepBuddies warehouse within seven (7) calendar days at your expense. If the products are not removed by the deadline, we will consider your inventory abandoned and reserve the right to dispose of the items.

Unsellable Products

During the receiving process, we will inspect and count the items we receive. If a product is slightly dirty or can easily be repaired, we will clean or repair the product as part of our standard procedure. We charge $1 per unit for this service.

Products we receive in unsellable condition will be noted at the time of receipt and you will be notified with the photos. You can access your current unsellable items on your PrepBuddies dashboard Inventory Tracking Page under the related inbound shipment. As soon as you are notified of an unsellable item, please notify us via contact page on your dashboard. You are responsible for advising us of the resolution of the unsellable items within seven (7) calendar days. If we do not receive a response before the deadline, we will consider your inventory abandoned and reserve the right to dispose of the unsellable items. Fix Items are subject to additional fees because of the extra labor involved. Fees vary depending on the required resolution.

Storage

PrepBuddies does not charge storage fees for the first seven (7) days of receiving any shipment. Storage fees are assessed beginning the 8th day.

Disposal of Inventory

In most cases, PrepBuddies will dispose of any product per the Client’s request for no additional charge. If the disposed inventory is eligible, we will deliver your disposed inventory to local Goodwill Donation Centers. If disposing of the product requires additional expenses for PrepBuddies, including but not limited to waste management fees, you will be responsible to pay the additional charges.

Processing Time

PrepBuddies typically will check in inventory received the same day if it is received before 2pm. FBA shipments will typically be processed one per week. Longer processing times are possible between May and July and between September and December. 24-hour Rush Processing is available for a service charge of $25. Business days are defined as Monday through Friday, excluding holidays. PrepBuddies is closed on New Year’s Day, Good Friday, Easter Monday, Victoria Day, Canada Day, Civic Holiday, Labour Day and National Day. PrepBuddies may also be closed or only open limited hours on Christmas Eve and/or New Year’s Eve.

Shipping Fees

With the exception of HAZMAT shipments, we ship FBA shipments to Amazon using Amazon’s Partnered Carrier, so you will pay shipping for each FBA shipment through your Seller Central account. For HAZMAT shipments, where we are not allowed to ship using the partnered carrier, we will purchase the shipping through UPS and add the shipping charges to your bill. For HAZMAT shipments, we require user permission to your Seller Central account so we can complete the shipment and add the tracking number. HAZMAT shipments are subject to an additional service charge. See published prices on our website.

Service Charges

Prices

The prices of PrepBuddies’ services and other items are as indicated on our website at https://prepbuddies.ca. Notwithstanding any other statement herein, PrepBuddies may change these prices from time to time in accordance with this Contract. If the service required is not listed on the website, please contact us for an estimate.

Pricing for PrepBuddies’ services is based on the time PrepBuddies receives your inventory. Subsequent orders for PrepBuddies Services, or subsequent shipments of inventory under an existing order, shall be governed by the Prices and Terms as published on PrepBuddies’ Website as of the date of that subsequent order.

Payment

PrepBuddies shall be entitled to payment for services rendered as per the following schedule:

Receiving charges, Inbound Shipment related service charges, and Non-Compliance related to Inbound Shipments are charged upon receipt of the shipment.

Outbound shipment processing fees, prep fees, and Non-Compliance fees related to Outbound Shipments are charged upon shipment completion. Payment must be completed prior to PrepBuddies releasing the shipment to the carrier.

Storage fees are charged on a monthly billing cycle.

Miscellaneous charges such as shipping, fixing charges, or disposal charges are due at or before the time the services are completed.

Non-payment and Lien Rights

Outstanding balances must be paid in full before any additional shipments will be completed. Balances over 30-days past due will accrue a late payment fee of 1.5% per month. PrepBuddies shall have a lien on the Goods tendered by Client and upon any and all property belonging to Client in PrepBuddies’ possession, custody or control for all charges, advances or amounts of any kind due to PrepBuddies under this Warehouse Receipt or under any prior or subsequent invoices issued to Client by PrepBuddies (including charges for prep, processing, storage, handling, shipping, transportation, labor, and any other charges incurred). PrepBuddies shall have a lien on the Goods and may refuse to surrender possession of the Goods until all charges or debts are paid in full. If such amounts remain unpaid for 30 days after Prep Buddies’ demand for payment, PrepBuddies may sell the Goods at public auction or private sale or in any other manner reasonable, and shall apply the proceeds of such sale to the amounts owed. Client remains responsible for any deficiency outstanding to PrepBuddies.

Liability

Duty of Care

PrepBuddies’  duty of care shall be that of a reasonably careful person under like circumstances and PrepBuddies shall not be liable for any loss, damage or injury to goods stored however caused unless such loss, damage or injury resulted from the failure by PrepBuddies to exercise such reasonable care, and PrepBuddies is not liable for losses, damages or injuries which could not have been avoided by the exercise of such care. PrepBuddies and Client agree that Prep Buddies’ duty of care referred to herein shall not extend to providing a sprinkler system at the warehouse complex or any portion thereof.

Loss or Damage Liability Limitations

In no event shall PrepBuddies be liable for any loss or damage caused by:

a) acts of God; public authorities acting with actual or apparent authority; strikes; labor disputes; weather; mechanical or equipment failures; cyber attacks; civil commotions; hazards incident to a state of war; acts of terrorism; acts or omissions of customs or quarantine officials; acts of carriers related to security; the nature of the freight or any defects thereof; inherent vice of the goods; perishable qualities of the merchandise; fires; frost or change of weather; sprinkler leakage; floods; wind; storm; moths; public enemies; or other causes beyond its control;

b) fragile articles injured or broken, unless packed by PrepBuddies’ employees and unpacked by them at the time of delivery;

c) pilferage or theft unless such loss or damage is caused by the failure of PrepBuddies to exercise such ordinary care required by law; and

d) concealed damage, or for losses incurred due to the concealed damage of the Goods.

Storage Liability

Unless specifically agreed to in writing, PrepBuddies shall not be responsible for storage of the Goods in a temperature or humidity controlled environment. Client knowingly accepts that the Goods will be warehoused in a non-temperature/humidity controlled environment. PrepBuddies will not be responsible for any loss or damage to the Goods that result from fluctuations in temperature range or in humidity levels of the warehouse. PrepBuddies will furthermore not be responsible for losses or damages incurred to Perishable Goods, unless otherwise agreed to in writing prior to tender of the Goods for storage.

Compensation Limit

In the event of loss or damage to the Goods for which PrepBuddies is legally liable, PrepBuddies’ liability shall be limited to the cost of the Goods paid by Client at time of purchase.

Errors

PrepBuddies will not be liable for any shipment level, box level, or product level errors as indicated by Amazon unless the error resulted from the failure by PrepBuddies to exercise such reasonable care when processing said products. If it can be determined that PrepBuddies’ failure to exercise care caused the error, PrepBuddies will reimburse the Client for any charges or fines imposed by Amazon including removal charges. In the event of loss of Goods for which PrepBuddies is legally liable, PrepBuddies’ liability shall be limited to the cost of Goods paid by Client at time of purchase.

IN NO EVENT, WHETHER AS A RESULT OF BREACH OF COMPANY’S DUTIES, NEGLIGENCE LIABILITY WITHOUT FAULT OR ANY OTHER LEGAL THEORY OR BASIS, SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, STATUTORY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF MARKET, LOSS OF INCOME, DAMAGES ARISING FROM LOSS, ATTORNEYS FEES OR PUNITIVE DAMAGES, WRONG DELIVERY, OR DAMAGE TO PROPERTY, LOSS OF USE OF GOODS, COST OF SUBSTITUTED GOODS, DELAYED DELIVERY OR FAILURE TO ATTEMPT DELIVERY, WHETHER OR NOT COMPANY HAD KNOWLEDGE THAT SUCH DAMAGES OR LOSSES MIGHT OCCUR.

User Permissions Required

Clients are required to purchase at their own expense and maintain an Amazon Seller account in order for PrepBuddies to provide FBA prep services. You are required to sync your Amazon account with your PrepBuddies dashboard. Direct access and user permissions to your Seller Central account are required for completing shipments for HAZMAT products.

Term

This Agreement may be terminated by either party upon written notice to the other party and will terminate at the end of the calendar month in which notice was received. In the event of termination, the client is responsible for removing any inventory at their expense from the PrepBuddies warehouse within seven (7) calendar days of the termination date. If your inventory is not removed by the deadline, we will consider your inventory abandoned and reserve the right to dispose of it.

Confidentiality

Company and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Company, or divulge, disclose, or communicate in any manner, any information that is proprietary to Client. Company and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.

Relationship

The relationship created by this Agreement is one of Client and independent contractor. Nothing herein is intended, or shall be construed, to create an agency, partnership, joint venture or other liability-sharing relationship. PrepBuddies authorizes the use of its address for the purpose of sending inbound inventory only. PrepBuddies does not authorize the use of PrepBuddies address as the Client’s business address with Amazon, suppliers, bank accounts, business licenses, or for other purposes. By signing this agreement, the client agrees not to post, share or disclose PrepBuddies warehouse address with anyone other than with suppliers for the purpose of sending inbound inventory. Unauthorized use of our address will result in a Non-Compliance fee of $500 per instance.

Default

The occurrence of any of the following shall constitute a material default under this Agreement:

The failure to make a required payment when due.

The insolvency or bankruptcy of either party.

The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

The failure to make available or deliver the Services in the time and manner provided for in this Agreement.

Remedies

In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 15 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.

Force Majeure

If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

Arbitration

Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators, in turn, shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.

Entire Agreement

This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.

Severability

If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

Amendment

This Agreement may be modified or amended in writing if the writing is signed by the party obligated under the amendment.

Governing Law

This Agreement shall be construed in accordance with the laws of the Province of Ontario.

Notice

Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

Waiver of Contractual Right

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.