PREP CENTER SERVICES AGREEMENT
TETRAGON LLC
FBA CHAMPS
Professional Prep Services
ARTICLE 1 – PARTIES
The party that will provide the service will be referred to as PROVIDER (FBAChamps), and the party receiving
the service will be referred to as CUSTOMER in the subsequent articles.
ARTICLE 2 – CONTRACT
a. Contract Period
This contract is entered into between the service PROVIDER and CUSTOMER and will remain in effect
until terminated by either party in accordance with the terms of this agreement.
b. Scope of the Contract
The scope of this contract pertains to the following services: delivery, inspection, initiation of the
return process, repackaging, creation of cargo tracking information, inclusion of a feedback card in
the cargo, delivery of the cargo to the end customer, and addition of specific products specified by
the CUSTOMER to the shipping box of orders received through Customer’s Amazon seller account,
and any other services related to these processes.
ARTICLE 3 – TERMS OF SERVICE
These Terms of Service (“TOS”) set forth the terms and conditions under which Tetragon LLC (doing business
as FBAChamps) will provide inventory management and fulfillment services (“Services”) to the undersigned
(“Seller”). By accepting these TOS, a binding agreement is formed between Tetragon LLC and Seller (the
“Agreement”), subject to the following provisions:
- Term. The Agreement shall remain in effect until terminated by either party upon written notice to the
other party or by FBAChamps in accordance with the provisions of this Agreement.
- FBAChamps Services. Subject to these TOS, FBAChamps will provide the following Services to
Seller, as elected and directed by Seller:
a. Receipt and warehousing of Seller’s products (“Inventory”) until instructed to ship all or part of the
Inventory to fulfill Seller’s orders.
b. Fulfillment services, upon Seller’s request and instruction, which include:
i. Picking and packaging select Inventory items stated in orders received from Seller; and
ii. Using appropriate packaging materials, such as bubble mailers or boxes with void fill, at
FBAChamps’s reasonable discretion.
- Seller’s Inventory; FBAChamps’s Right to Reject.
Seller is solely responsible for arranging the transportation and delivery of its Inventory to the designated
FBAChamps warehouse, regardless of whether the Inventory originates within or outside the United States.
Seller acknowledges and agrees that FBAChamps is not responsible for any shipping costs, customs
clearance costs, brokerage fees, customs duties, taxes, tariffs, port storage, freight forwarding fees, or other
charges related to Seller’s Inventory.
a. Seller shall promptly notify FBAChamps of anticipated delivery dates for Inventory, specifying the
FBAChamps destination warehouse to receive the shipment. The FBAChamps warehouse locations
can be found on the FBAChamps website at www.fbachamps.com (“Website”).
b. FBAChamps reserves the right to refuse acceptance of any of Seller’s Inventory if
FBAchamps, in its sole discretion:
i. Reasonably believes Seller’s Inventory is dangerous;
ii. Determines that Seller’s Inventory appears damaged;
iii. If the services requested by Seller from FBAChamps are not within the Services
FBAChamps offers its other customers in the ordinary course of its business;
iv. If FBAChamps reasonably determines that Seller’s Inventory is otherwise unacceptable; or
v. If Seller and FBAChamps disagree to the charges to be collected for FBAChamps’s Services,
or other items offered on the Website.
c. If, upon unboxing Seller’s Inventory, FBAChamps reasonably determines that any or all of the
Inventory is damaged, dangerous, or otherwise unacceptable for the reasons stated in Section 3.c
above, FBAChamps will promptly inform Seller of the specific situation and instruct Seller to
contact FBAChamps to discuss how to proceed.
d. In the event that Seller’s Inventory arrives at FBAChamps’s warehouse in an apparently damaged or
dangerous condition or is otherwise unacceptable for the reasons stated in Section 3.c above, and
regardless of such condition, FBAChamps may elect to accept the Inventory. In such cases,
FBAChamps will promptly inform Seller of the specifics and instruct Seller to contact FBAChamps
to discuss how to proceed.
e. If a mutually acceptable resolution to the situations described in Section 3.d or Section 3.e above is
not reached within ten (10) business days from FBAChamps’s notice to Seller, FBAChamps shall
have the right, in its sole discretion and without further notice, to:
i. Sell Seller’s Inventory at any price deemed appropriate by FBAChamps and apply the
proceeds to any amounts owed by Seller;
ii. Store Seller’s inventory at Seller’s expense, or otherwise dispose of Seller’s inventory.
iii. The sale, storage, or other disposition of Seller’s Inventory does not affect FBAChamps’s
right to pursue additional remedies available at law or in equity to recover any fees, pre
and post-judgment interest, or other damages arising from FBAChamps’s storage and/or
disposition of the Inventory.
f. Seller acknowledges and agrees that under no circumstances will FBAChamps be liable or
responsible for any of Seller’s Inventory that arrives at FBAChamps’s warehouse in a damaged,
dangerous, or otherwise unacceptable condition.
g. During the Term, Seller agrees to a damage and inventory shrinkage allowance of five percent
(5.0%) of the greater of (a) the value of the stored Inventory or (b) the annual number of units. In
case of loss, damage, or mysterious disappearance of Inventory for any reason, FBAChamps shall
not be liable.
h. Seller represents and warrants that throughout the Term, Seller shall maintain adequate insurance
coverage for all Inventory received by FBAChamps, including coverage for theft, loss, damage, or
destruction during inbound transit to any FBAChamps warehouse, while stored on FBAChamps’s
premises, and during outbound transit following order fulfillment.
- FBAChamps Subcontractors.
FBAChamps hereby informs the Seller, and the Seller acknowledges, that FBAChamps’s warehouses are
owned and operated by independent subcontractors (“Subcontractors”). The Subcontractors are
responsible for receiving, processing, and handling the Seller’s Inventory in connection with the Services
offered and ordered through the Website. These Services include, but are not limited to, labeling, kitting
(bundling), and packaging of the Seller’s Inventory for pickup by an Amazon partnered carrier or other
designated carrier.
a. Limitation of Liability for Subcontractor Errors or Loss/Damage: Notwithstanding anything
else stated in these Terms of Service, if any Subcontractor makes an error in labeling, processing,
bundling, packaging, or otherwise handling the Seller’s Inventory, or if the Seller’s Inventory is
lost, stolen, damaged, or destroyed, the Seller agrees that:
(i) The Seller’s sole remedy is to seek damages from the relevant Subcontractor, and not from
FBAChamps.
(ii) The Seller’s damages shall be limited to the price at which the Seller obtained the Inventory
that is directly affected by the error, theft, loss, damage, or destruction.
b. Duty of Care: FBAChamps and its Subcontractors’ shall exercise the duty of care of a reasonable
person under similar circumstances. FBAChamps and its Subcontractors shall not be liable for any
loss, damage, or injury to goods stored, except when such loss, damage, or injury results from their
failure to exercise reasonable care. FBAChamps and its Subcontractors are not liable for losses,
damages, or injuries that could not have been avoided by the exercise of such reasonable care.
c. Non-Temperature/Humidity-Controlled Environment: Unless explicitly agreed to in writing,
FBAChamps shall not be responsible for the storage of the Seller’s Inventory in a temperature or
humidity-controlled environment. The Seller acknowledges and agrees that the Inventory will be
warehoused in a non-temperature/humidity-controlled environment. FBAChamps will not be liable
for any loss or damage to the Seller’s Inventory resulting from fluctuations in temperature or
humidity levels of the warehouse.
d. Perishable Goods: In no event will FBAChamps be liable for losses or damages incurred to any
of the Seller’s Inventory comprised of perishable goods, unless otherwise agreed to in writing
reasonably in advance of the delivery of such Inventory to an FBAChamps warehouse for storage.
e. Subcontractor Changes: FBAChamps reserves the right, upon reasonable notice to the Seller and
its other customers by a posting on the Website, to add or remove certain Subcontractors from time
to time during the Term.
- Registration and Payment.
a. Account Creation and Contact Information: As part of the registration process, the Seller shall
create an account using FBAChamps’s online portal. The Seller shall provide valid contact
information, including the full name of the Seller (if an entity, the form of entity and state of
domicile), Seller’s email address, telephone number, and physical address, among other requested
information.
b. Payment Information: In addition to the foregoing, the Seller shall input valid payment
information into the Seller’s account page as follows:
i. Credit Card Payment: If the Seller elects to pay for Services with a credit card, the
Seller shall input the account number and expiration date for a valid credit card held
by the Seller. By providing this information, the Seller authorizes FBAChamps to
charge the credit card for the Services.
ii. ACH Direct Debit: If the Seller elects to pay for Services via Automated Clearing
House (“ACH”) direct debit to the Seller’s bank account, the Seller shall input the
Seller’s bank account information and bank routing number. By providing this
information, the Seller authorizes FBAChamps to debit the Seller’s account for
payment of Services.
c. Payment Process: Upon completion of the ordered Services, FBAChamps shall charge the Seller’s
credit card or debit the Seller’s bank account for the appropriate charges. If the ordered Services
include shipping any Inventory to Amazon, FBAChamps may, at its sole discretion, elect to charge
the Seller’s credit card or debit the Seller’s bank account before transferring possession of such
Inventory to Amazon’s partnered carrier.
d. Account Information and Sufficient Funds: Throughout the Term, the Seller agrees to maintain
current account information and to have sufficient credit limits on the credit card or available funds
in the designated bank account to pay for all Services provided on the payment due date.
FBAChamps reserves the right to terminate the Seller’s account if the account information is
incomplete, invalid, or if insufficient funds are available to pay for Services on the payment due
date.
e. Declined Charges and Unpaid Fees: If, for any reason, FBAChamps’s charges are declined in
whole or in part, FBAChamps may retain possession of the Seller’s Inventory. In such cases,
FBAChamps shall not be liable for any delays in fulfillment. If FBAChamps’s charges are not
accepted or payment is not received within seven (7) business days, FBAChamps reserves the right,
in its sole discretion, to:
i. Sell the Seller’s Inventory at a price deemed appropriate by FBAChamps and apply the
proceeds derived from such sale to the amounts due from the Seller, if any.
ii. Store Seller’s inventory at Seller’s expense, or otherwise dispose of Seller’s Inventory.
iii. Such sale, storage or other disposition of Seller’s inventory is without prejudice to
FBAChamps right to pursue any additional remedies available at law, or in equity against
Seller to recover any and all fees, pre and post judgement interest and any other damages
arising from Seller’s failure to pay all fees due and FBAChamps’s resulting storage and/or
disposition of such Inventory remedies available at law, or in equity against Seller to recover
any and all fees, pre and post judgement interest and any other damages arising from Seller’s
failure to pay all fees due and FBAChamps’s resulting, storage, and/or disposition of such
Inventory.
f. Termination of Agreement and Account Cancellation. In addition to any other
remedies available to FBAChamps under these Terms of Service, at law, or in equity, FBAChamps
reserves the right to terminate this Agreement and cancel the Seller’s account if the Seller is in
arrears in any and all payments due hereunder, and such arrears are not brought current within seven
(7) days of being notified by FBAChamps.
- Pricing.
a) The current pricing for FBAChamps’ services and other items available for purchase is displayed on the
website. However, FBAChamps reserves the right to change its pricing for services or products at its
discretion during the term of the agreement.
b) Pricing for FBAChamps’ services is based on the rates in effect at the time of receiving a particular
shipment of the seller’s inventory. Subsequent orders or shipments will be governed by the prices and
terms published on the FBAChamps website at the time of the subsequent order.
c) The exact condition of the inventory cannot be fully assessed until it is received. While FBAChamps
tries its best to adhere to the stated prices and estimate quotes, unexpected events, situations, or
circumstances may result in additional costs incurred.
d) The prices mentioned on the website, in FBAChamps’ price quotations, correspondence, and other
online sources are estimates only and may be subject to change based on the condition of the inventory
upon receipt by FBAChamps or if any problems or circumstances arise that require additional
processing time. In such cases, FBAChamps will inform the seller promptly about the price and any
additional costs required to process the order.
i. Upon accepting a quote from FBAChamps for an order, the seller is obligated to pay the quoted
amount before FBAChamps completes processing the order.
ii. If the seller declines to accept the quoted price and costs, they can request in writing for
FBAChamps to forward the inventory to their location or another designated location at the seller’s
expense. FBAChamps will provide a quote for forwarding fees and costs, which must be paid in
advance, along with any other costs for handling and partial processing of the original order.
iii. If the seller fails to promptly pay the quoted expenses, FBAChamps will hold the inventory for
seven calendar days, allowing the seller or their agent to retrieve it. If the inventory is not retrieved
within seven days, FBAChamps has the right to sell, donate, or dispose of the inventory to cover
storage costs.
e) If FBAChamps is storing inventory at the seller’s request or has stopped processing the seller’s inventory
for any reason specified in the terms, the seller is liable for storage charges. If the seller fails to pay the
invoice for storage charges within seven days, FBAChamps can hold the inventory for seven calendar
days for the seller to retrieve it. If the inventory is not retrieved within that period, FBAChamps has the
right to sell, donate, or dispose of the inventory to cover storage costs.
.
- Cancellation of Orders.
The seller can cancel any pending order at any time. If the cancellation occurs before the delivery of inventory
to FBAChamps, the seller will receive a full refund. For orders canceled after FBAChamps has received and
accepted the delivery of inventory, a partial refund may be possible at FBAChamps’ discretion.
- Special Terms Related to Amazon.
a) FBAChamps is not responsible for any actions taken by Amazon against the seller, despite authorizing
FBAChamps’ access to the seller’s Amazon Seller’s account. The seller is fully responsible for managing
their own Amazon seller’s account.
b) FBAChamps is not liable for any delivery delays or issues with Amazon’s receiving process that may
result in delays or other problems after the delivery of the seller’s inventory to Amazon’s partnered or
other carrier.
c) FBAChamps is not responsible for any delay or failure of service performance if it is due to changes in
Amazon’s rules, regulations, or terms of service. Such delays or failures will be considered excused.
- Limitation of Liability.
a) FBAChamps shall not be held responsible for any mislabeling of Inventory or any other errors related to
the preparation, packing, and/or shipment of Inventory. In the event of any such errors, FBAChamps
will cover the return shipping charges from Amazon. However, FBAChamps shall not be liable for any
lost sales or lost profits, or any damage to the Inventory that occurs during the return process.
b) In the event that FBAChamps causes or is responsible for any damage to the Inventory, the sole remedy
for the Seller shall be limited to the reasonable wholesale value of the damaged Inventory. FBAChamps
shall not be liable for any loss of profits or any other damages.
c) FBAChamps shall not be liable for, nor required to indemnify Seller for, any incidental, consequential,
indirect, exemplary, special, or punitive damages, including lost profits, regardless of how characterized
and even if FBAChamps has been advised of the possibility of such damages. This limitation of liability
applies to any damages arising from the services provided to Seller by FBAChamps under these Terms
of Service, regardless of the form of action (whether in tort, contract, strict liability, or otherwise).
- Termination.
a) Termination upon Breach. Either party may terminate this Agreement upon any material breach of this
Agreement by the other party, provided that the breaching party fails to cure such breach within thirty
(30) days of receiving written notice from the non-breaching party demanding a cure. In the case of a
non-curable breach, the non-breaching party may terminate this Agreement upon giving the breaching
party five (5) days’ written notice.
b) Immediate Termination. This Agreement may be immediately terminated by either party upon notice if:
(i) the other party files for protection under any applicable section of the U.S. Bankruptcy Code or is
subject to an involuntary petition for bankruptcy, which the party fails to have dismissed within thirty
(30) days of filing; (ii) a trustee or receiver is appointed by a court of competent jurisdiction to
administer the party’s assets; (iii) the party makes an assignment of all or substantially all of its assets to
a fiduciary representative for the administration of such assets for the benefit of its creditors; or (iv) the
party is declared insolvent or is otherwise deemed unable to continue its operations as a going concern.
c) Termination by FBAChamps. Notwithstanding anything herein to the contrary, FBAChamps may
terminate this Agreement immediately upon written notice delivered to Seller if Seller:
(a) fails to provide and maintain accurate account information, or
(b) fails to pay any and all amounts due to FBAChamps for Services and fails to cure
such failure within seven (7) days’ written notice.
- Warranty re: Intellectual Property Rights.
Seller represents and warrants that any copyrighted or trademarked elements contained or used on any
Inventory, packaging, labeling, or otherwise (collectively, the “Marks”), are owned by Seller or used by Seller
under license from the owner of such Marks. Seller further represents and warrants that none of the content or
other features of such Inventory will infringe upon the rights to such Marks, or any patent rights or other
intellectual property rights, of any other party.
- Unauthorized Use of Address.
Seller acknowledges and agrees that it has no authority to use FBAChamps’s address, or the address of any of
its warehouses, as Seller’s business address with Amazon, suppliers, banks or credit facilities, business licenses,
or for any other purpose whatsoever. Seller further acknowledges and agrees that at no time during the Term
shall Seller post, share, or otherwise disclose the address of any FBAChamps warehouse to any person or entity
other than Seller’s suppliers for the sole purpose of shipping inbound Inventory to FBAChamps for Services
hereunder. Seller acknowledges that any unauthorized use of FBAChamps’s address may result in the
immediate termination of this Agreement without prior notice.
- Additional Term: Retailer Address Ban.
Seller acknowledges that frequent or excessive returns of products purchased from a retailer may result in a ban
of FBAChamps’s address from the retailer. This means that the retailer will no longer ship to FBAChamps’s
warehouse for any client. Seller understands that such a ban can lead to loss of profits for FBAChamps.
Therefore, Seller agrees to take reasonable measures to minimize returns and ensure compliance with the
retailer’s policies.
- Miscellaneous.
a) Force Majeure. In no event shall FBAChamps and/or any Subcontractors be liable for any loss or
damage caused by 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, insects, or vermin; public enemies; epidemic, pandemic, or other national or global health crisis,
or other causes beyond its reasonable control (Each, a “Force Majeure Event”). If FBAChamps is unable
to provide Services for a period of thirty (30) consecutive days as a result of a continuing Force Majeure
Event, FBAChamps may elect to terminate the Agreement upon written notice to Seller, which
termination shall become effective immediately upon Seller’s receipt.
b) No Agency. Seller agrees that neither the Agreement, nor Your registration of an account with
FBAChamps nor the use of the Website establishes any agency, partnership, joint venture or
employment relationship between Seller and FBAChamps or between Seller and any of FBAChamps’s
agents, employees, contractors, directors or officers.
c) Severability. If any provision of these TOS is declared void, invalid or unenforceable by a Court of
competent jurisdiction, then such invalid, void or unenforceable provision will Be deemed severed from
these TOS and such provision shall be superseded by a valid, enforceable provision that most closely
conforms to the intent of the original provision, and the remainder of these TOS shall continue in full
force and effect.
d) No Waiver. No delay or failure by FBAChamps to exercise any of its rights under these TOS shall be
construed as a waiver thereof, nor shall any waiver of any of FBAChamp’s contractual rights or other
legal rights preclude any further exercise thereof or the exercise of any other such rights.
e) Integration. Unless otherwise stated herein, this Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and all prior or contemporaneous
agreements with respect thereto are superseded by these TOS
f) Admissibility of Documents. A printed version of these TOS and/or any notices or other
communications provided in electronic form shall be admissible as evidence or otherwise admissible in
judicial or administrative proceedings arising out of or relating to this Agreement to the same extent as
other business documents and records originally generated and maintained in printed form.
g) Assignment. FBAChamps I may, in its sole discretion, freely assign its rights and delegate its duties
under the TOS. The provisions set forth in these TOS are for the sole benefit of the parties hereto and
shall not be construed as conferring any rights, including without limitation any third-party beneficiary
rights, on any other persons.
h) Electronic Communications. This is a “paperless” transaction. As such, Seller consents to receive
electronic communications in lieu of printed communications delivered via USPS or other carriers.
Seller further agrees that all communications related to this Agreement, including but not limited to all
notices, transmissions of information, disclosures and other communications, which Seller and
FBAChamps may exchange electronically during the Term satisfies any and all legal requirement that
such communications be made in writing.
i) Recording of Telephonic Conversations. Seller understands and agrees that if Seller contacts
FBAChamps, or if FBAChamps contacts Seller in connection with any pending order, payment for
Services, or any other issue arising from FBAChamps providing. Services hereunder, FBAChamps may,
in its sole discretion, record such telephonic conversation. For recordkeeping purposes and Seller hereby
consents to FBAChamps capturing and maintaining a recording of any and all such telephonic
conversations.
j) Controlling Law and Venue. These TOS shall be governed by and construed under the laws of the
state of New Jersey without regard to any conflict of laws principles. The exclusive venue for the
resolution of any action or claim arising out of or in relation to these TOS and/or the Services provided
by FBAChamps hereunder shall be any court of competent jurisdiction in New Jersey and the parties
hereto expressly consent to such governing law, jurisdiction and venue.
ARTICLE 4 – Items listed below are prohibited category items and will not be shipped.
Please refrain having these items in your inventory;
- ▪ Alcoholic beverages
- ▪ Drugs and materials used in its manufacture
- ▪ Hazardous substances
- ▪ Guns
- ▪ Tobacco and tobacco varieties
- Gym Equipment
- Furniture
- ▪ Money
- ▪ Explosive substances and guns
- ▪ Political advertisement products
- ▪ Pornographic products
- ▪ Radioactive products
- ▪ The live plants
- ▪ Valuable stones
- ▪ Flammable substances
- ▪ Cutting and piercing tools
- ▪ Animals
- ▪ Chemical products
- ▪ Expensive items
- ▪ Perishable foodstuff products
- ▪ Combustibles
- ▪ Liquid products
