FBA CHAMPS – TETRAGON LLC

Effective Date: September 26, 2026

ARTICLE 1 – PARTIES

This Prep Center Services Agreement (“Agreement”) is entered into between Tetragon LLC, doing business as FBA Champs (“FBA Champs,” “Provider,” “we,” “us,” or “our”), and the business or individual using its services (“Customer,” “Client,” “Seller,” or “you”).

By registering an account, electronically accepting these Terms, or submitting inventory after receiving notice of these Terms, the Customer agrees to be bound by this Agreement.

Any person accepting these Terms on behalf of a company represents that they are authorized to bind that company.

ARTICLE 2 – CONTRACT

A. Contract Period

This Agreement becomes effective upon acceptance and continues until terminated by either Party in accordance with its provisions.

There are no mandatory monthly shipment volumes, monthly minimum service charges, or exclusivity obligations unless separately agreed in writing.

Customers may use other preparation centers or logistics providers without restriction.

B. Scope of Contract

FBA Champs provides inventory receiving, inspection, labeling, packaging, bundling, shipment preparation, warehousing, forwarding, and related third-party logistics services.

Services are performed according to Customer instructions, applicable pricing, and the Provider’s operational capabilities.

ARTICLE 3 – TERMS OF SERVICE

1. Term

This Agreement remains effective until terminated by either Party through written notice, subject to outstanding financial obligations, inventory disposition requirements, and provisions that survive termination.

2. FBA Champs Services

FBA Champs may provide the following services:

a. Receiving inventory from approved suppliers, manufacturers, distributors, and carriers.

b. Inventory check-in, quantity verification, and visual inspection.

c. FNSKU labeling, barcode application, and relabeling.

d. Polybagging, bubble wrapping, bundling, kitting, and multipack preparation.

e. Carton preparation, packaging, and Amazon FBA shipment creation.

f. Palletizing, freight preparation, and inventory forwarding.

g. Short-term and extended inventory storage.

h. Amazon removal-order processing and returns handling.

i. FBM, Walmart, Shopify, and other fulfillment services when separately approved.

FBA Champs reserves the right to decline services outside its operational capabilities.

3. Seller’s Inventory; FBA Champs’ Right to Reject

A. Transportation and Delivery

The Customer is responsible for arranging and paying for inbound transportation, freight charges, duties, taxes, and related expenses.

FBA Champs is not responsible for inventory lost or damaged before physical acceptance by its authorized personnel.

B. Advance Shipment Notification

Customers must provide accurate shipment details before sending inventory, including supplier information, SKUs, quantities, tracking numbers, and preparation instructions.

Customers must complete the designated Check-in – Prep List spreadsheet or other approved intake system.

Unexpected shipments requiring additional identification, investigation, or handling may incur a $50 administrative fee.

C. Receiving Hours

Standard receiving hours are Monday through Friday, 9:00 AM to 4:00 PM, excluding holidays and announced closures.

Deliveries outside these hours require prior approval.

D. Right to Reject Inventory

FBA Champs may reject inventory that is illegal, counterfeit, unsafe, improperly documented, unsuitable for the warehouse, or outside its operational capabilities.

FBA Champs may also decline shipments associated with unresolved payment or compliance issues.

E. Damaged or Unacceptable Inventory

If inventory arrives damaged or otherwise unacceptable, FBA Champs will make reasonable efforts to notify the Customer and request instructions.

The Customer is responsible for reasonable return, handling, storage, or disposal costs unless the issue was caused by FBA Champs’ failure to exercise reasonable care.

F. Inventory Ownership

All inventory remains the property of the Customer.

FBA Champs does not acquire ownership merely by receiving, storing, or preparing inventory.

G. Inventory Loss, Damage, and Shrinkage

FBA Champs will exercise reasonable care when receiving, handling, preparing, storing, and loading Customer inventory.

FBA Champs accepts responsibility for verified physical loss or damage directly resulting from its failure to exercise reasonable care, including mistakes made by employees or subcontractors performing warehouse services on its behalf.

Where FBA Champs is responsible, reimbursement will be based on the documented wholesale acquisition cost of the directly affected inventory, subject to applicable law.

The Customer must provide reasonable proof of product cost and the circumstances of the loss.

FBA Champs does not apply an automatic inventory shrinkage allowance.

FBA Champs is not responsible for loss or damage caused solely by suppliers, independent carriers, Amazon, manufacturing defects, or inaccurate Customer instructions.

H. Inventory Insurance

The Customer is responsible for maintaining adequate insurance covering the value of its inventory against fire, theft, water damage, natural disasters, transportation risks, and other appropriate hazards.

FBA Champs does not provide full-value inventory insurance on behalf of Customers unless separately agreed in writing.

This requirement does not eliminate FBA Champs’ responsibility for its own failure to exercise reasonable care.

4. FBA Champs Subcontractors

FBA Champs may use employees, contractors, transportation providers, and qualified third parties to perform services.

Use of subcontractors does not automatically eliminate FBA Champs’ contractual responsibilities.

A. Duty of Care

FBA Champs will exercise the care that a reasonably careful warehouse operator would exercise under similar circumstances.

B. Warehouse Conditions

Unless expressly agreed in writing, the warehouse is not continuously temperature- or humidity-controlled.

Customers must disclose products requiring special storage conditions before shipment.

C. Perishable Goods

Perishable and temperature-sensitive products require prior written approval.

FBA Champs may refuse products unsuitable for the warehouse environment.

D. Subcontractor Changes

FBA Champs may change subcontractors as reasonably necessary while remaining subject to its obligations under this Agreement.

5. Registration and Payment

A. Registration

Customers must provide accurate legal business information, contact details, and other information reasonably required for account setup.

B. Payment Methods

Accepted payment methods may include ACH, Zelle, Wise, and credit card.

Credit card payments are subject to a 3% processing fee where permitted by applicable law and properly disclosed.

C. Payment Terms

Unless otherwise agreed in writing, invoices are due within seven (7) calendar days of issuance (Net 7).

FBA Champs may require advance payment for new Customers, special projects, freight expenses, or accounts with prior payment issues.

D. Overdue Invoices

If payment becomes overdue, FBA Champs may suspend additional preparation and fulfillment services, decline new deliveries, or require advance payment.

All actions concerning retention or release of inventory are subject to applicable law.

E. Inventory Release

FBA Champs does not impose an additional inventory-release penalty solely because a Customer chooses to discontinue services.

Customers remain responsible for unpaid invoices, accrued storage, authorized handling, and transportation costs.

FBA Champs may exercise a valid warehouse lien only in accordance with applicable law.

Inventory will not automatically be sold or disposed of because an invoice is seven days overdue.

6. Pricing

A. Service Pricing

Preparation charges are based on the applicable published pricing schedule, accepted quotation, or separately agreed Customer rates.

Pricing may vary according to unit volume, SKU count, preparation complexity, packaging requirements, and additional services.

B. Minimum Shipment Requirements

The standard minimum is 200 units per outbound shipment.

A one-time trial shipment of 100 units may be approved for qualifying new Customers.

Multiple inbound deliveries may be consolidated to meet the approved minimum.

Exceptions require prior approval.

C. Volume-Based Pricing

Where applicable, the pricing tier is determined by the total qualifying units consolidated into a single outbound shipment.

Separate outbound shipments are priced individually unless otherwise agreed.

D. Additional Charges

Additional fees may apply for polybagging, bubble wrapping, bundling, multipacks, cartons, pallet receiving, storage, special sorting, reprocessing, returns, removal orders, and transportation.

E. Pricing Changes

FBA Champs may update service rates with reasonable advance notice.

Updated rates apply prospectively unless otherwise agreed in writing.

F. Unexpected Processing Requirements

Material additional labor or packaging charges will be communicated for approval before non-emergency work proceeds.

G. Storage Fees

FBA Champs provides the first fourteen (14) calendar days of inventory storage free of charge.

Beginning on the fifteenth (15th) calendar day, storage fees apply at a rate of $10 per pallet per week.

Each additional seven-day storage period incurs an additional $10 per pallet.

Storage fees are charged in full-week increments. Any partial week after the free storage period is billed as a full week.

The applicable storage schedule is:

Storage DurationCharge Per Pallet
Days 1–14Free
Days 15–21$10
Days 22–28$20
Days 29–35$30
Days 36–42$40
Days 43–49$50

Storage charges continue to accrue until inventory is physically removed from the warehouse or transferred to an authorized outbound carrier.

All accrued storage fees remain payable under the payment terms of this Agreement.

7. Cancellation of Orders

Customers may cancel pending service requests by providing written notice.

If cancellation occurs before inventory arrives and before services or nonrefundable expenses are incurred, prepaid service fees will be refunded.

If work has begun or inventory has been received, the Customer remains responsible for completed services, materials, storage, and authorized expenses.

8. Special Terms Related to Amazon

A. Seller Central Responsibility

The Customer retains ownership and control of its Amazon Seller Central account.

FBA Champs accesses the account only through permissions authorized by the Customer for agreed services.

The Customer is responsible for product eligibility, listing compliance, intellectual property rights, and account health.

B. Shipment Preparation

FBA Champs will exercise reasonable care in labeling, packaging, and preparing Amazon FBA shipments.

Customers are responsible for providing accurate product information and shipment instructions.

C. Amazon Receiving Discrepancies

Amazon-reported shortages, damage, or labeling defects do not automatically establish responsibility on the part of FBA Champs.

Discrepancies will be evaluated using available scanning records, packing lists, photographs, and other relevant evidence.

FBA Champs accepts responsibility for verified preparation errors attributable to its operations.

D. Carrier and Amazon Responsibility

FBA Champs is not responsible for losses caused solely by independent carriers or Amazon after inventory has been properly transferred, except where FBA Champs’ own negligence contributed to the loss.

E. Amazon Policy Changes

FBA Champs does not guarantee uninterrupted services when Amazon changes shipment requirements, restrictions, or system functionality.

F. Consolidated Full Truckload Shipping

Consolidated FTL transportation may be offered when available.

Participation generally requires a minimum of 500 units prepared on pallets.

FTL departures and delivery estimates depend on carrier schedules and available shipment volume.

Transportation fees are separate from preparation fees unless expressly included in a quotation.

9. Limitation of Liability

A. Preparation Errors

For verified labeling, packaging, or shipment preparation errors attributable to FBA Champs, the Provider will cooperate in correcting the issue.

Appropriate remedies may include reprocessing affected inventory without additional preparation charges and reimbursing reasonable, documented direct correction costs caused by the error.

B. Inventory Loss or Damage

For verified physical inventory loss or damage resulting from FBA Champs’ failure to exercise reasonable care, reimbursement will be based on the documented wholesale acquisition cost of the affected products, subject to applicable law.

No automatic percentage-based shrinkage exemption applies.

C. Excluded Damages

To the fullest extent permitted by law, FBA Champs is not responsible for indirect, incidental, consequential, special, exemplary, or punitive damages, including anticipated profits, lost sales, business interruption, or marketplace ranking changes.

D. Legal Exceptions

Nothing in this Agreement limits liability that cannot legally be excluded or restricted.

10. Termination

A. Voluntary Termination

Either Party may terminate this Agreement by providing written notice.

There are no exclusivity penalties or mandatory monthly volume commitments.

B. Termination for Breach

Either Party may terminate for a material breach that remains uncured after thirty (30) days’ written notice, unless a shorter period is expressly provided or immediate termination is legally justified.

C. Immediate Suspension

FBA Champs may suspend services immediately for illegal inventory, suspected fraud, serious safety risks, or material compliance violations.

D. Inventory Following Termination

The Customer must arrange forwarding, collection, or lawful disposition of remaining inventory.

Outstanding charges remain payable.

Any lien or inventory disposition must comply with applicable law.

11. Intellectual Property Rights

The Customer represents that all submitted products are authentic and that the Customer has the legal right to possess, distribute, and sell them.

The Customer is responsible for product trademarks, copyrights, brand authorization, and other intellectual property requirements.

The Customer agrees to indemnify FBA Champs against third-party claims arising from Customer violations, except to the extent caused by FBA Champs’ own wrongful conduct.

12. Unauthorized Use of Warehouse Address

Customers may use the designated FBA Champs warehouse address solely for approved inventory deliveries and related logistics purposes.

The warehouse address may not be used as a registered business address, banking address, personal mailing address, public storefront, or general customer return address without authorization.

Unauthorized use may result in suspension or termination of services.

13. Abandoned or Unsellable Inventory

Inventory that remains unclaimed, inactive, or unsellable for more than six months may be subject to an abandonment review.

FBA Champs will make reasonable efforts to contact the Customer and obtain disposition instructions.

Any sale, liquidation, donation, or disposal will occur only after satisfying applicable legal notice and enforcement requirements.

Storage and reasonable handling charges may continue to accrue.

14. Retailer Address Ban

Customers must not use the FBA Champs warehouse address in a manner that violates retailer policies or creates an unreasonable risk of delivery restrictions affecting the warehouse.

FBA Champs may restrict or terminate services where Customer activities materially threaten warehouse delivery privileges.

15. Miscellaneous

A. Force Majeure

Neither Party is liable for delays in nonpayment obligations caused by extraordinary events beyond reasonable control, provided reasonable efforts are made to mitigate their effects.

This provision does not eliminate FBA Champs’ duty to exercise reasonable care over stored inventory.

B. No Agency

Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency between the Parties.

C. Severability

If any provision is held unenforceable, the remaining provisions remain effective to the extent legally permissible.

D. No Waiver

Failure to enforce a provision does not waive the right to enforce it later.

E. Entire Agreement

These Terms, accepted quotations, and separately executed service agreements constitute the agreement between the Parties.

A separately signed agreement expressly addressing a conflicting provision controls for that provision.

F. Assignment

Assignment and delegation are permitted only as allowed by applicable law and do not eliminate accrued obligations.

G. Electronic Communications

Customers consent to receiving invoices, notices, and operational communications electronically.

H. Telephone Recordings

FBA Champs may record business-related calls for quality assurance, training, and dispute resolution where permitted by applicable law and subject to applicable consent requirements.

I. Governing Law

This Agreement is governed by New Jersey law.

Subject to applicable law, disputes shall be brought in a court of competent jurisdiction in New Jersey.

J. Confidentiality

Both Parties will use reasonable care to protect confidential business information obtained through the service relationship.

K. Claims and Investigations

Customers should promptly report suspected inventory loss, damage, or service errors.

Claims should include available documentation such as invoices, photographs, shipment details, and product identifiers.

Both Parties agree to cooperate in good faith in investigating disputed claims.

L. Changes to Terms

FBA Champs may update these Terms with reasonable advance notice of material changes.

Changes apply prospectively and do not retroactively eliminate accrued rights or obligations.

M. Survival

Provisions relating to outstanding payments, inventory claims, liability, indemnification, confidentiality, and dispute resolution survive termination as applicable.

ARTICLE 4 – PROHIBITED AND RESTRICTED PRODUCTS

A. Prohibited Products

FBA Champs does not accept:

      • Illegal drugs or controlled substances.

      • Firearms, ammunition, and explosives.

      • Counterfeit or stolen merchandise.

      • Radioactive materials.

      • Live animals.

      • Cash and negotiable instruments.

      • Products prohibited by applicable law.

    B. Products Requiring Prior Approval

    The following require written approval:

        • Perfumes and flammable consumer products.

        • Hazardous materials.

        • Batteries and regulated battery products.

        • Liquids, aerosols, and chemicals.

        • Oversized or unusually heavy products.

        • High-value merchandise.

        • Perishable or temperature-sensitive products.

        • Products requiring specialized handling.

      Customers must provide accurate classifications, safety documentation, and handling instructions where applicable.

      C. Meltable Products

      Products subject to Amazon’s meltable restrictions will not be forwarded to Amazon FBA when Amazon prohibits their acceptance.

      Alternative handling or storage may be available only with prior approval.

      D. Right to Refuse

      FBA Champs reserves the right to reject inventory presenting unreasonable safety, legal, regulatory, or operational risks.


      ACCEPTANCE OF TERMS

      By registering an account, electronically accepting these Terms, or using FBA Champs’ services after receiving notice of these Terms, the Customer acknowledges having read, understood, and agreed to this Agreement.

      FBA Champs
      Tetragon 3PL LLC
      Website: https://fbachamps.com

      Last Updated: September 26, 2026

      © 2026 FBA Champs – Tetragon 3PL LLC. All Rights Reserved.