River Source Logistics

Pick and Pack Service Agreement - Current Clients


Pick and Pack Fulfillment Service Agreement

 


THIS PICK AND PACK FULFILLMENT SERVICE AGREEMENT (this “Agreement”), made and entered into on (the “Effective Date”) by and between , a (hereinafter, “CLIENT”) and River Source, LLC (hereinafter “RSL”), a Delaware limited liability company.

BACKGROUND

WHEREAS, CLIENT desires to engage RSL to provide certain fulfillment services (as further described below, the “Pick and Pack Services” or the “Services”) of CLIENT’s goods (as designated as set forth herein “GOODS”), and

WHEREAS, RSL has such space available and the facilities and personnel to provide the Pick and Pack Services and agrees to provide such Services on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein the parties agree as follows:

  1. TERM:

1.1  The term of this Agreement shall commence on the Effective Date and shall continue thereafter in full force and effect until terminated in accordance with Section 5. 

  1. RATES AND CHARGES:

2.1   Rates and charges agreed upon will apply as of the Effective Date of this Agreement. All rates and charges are subject to change. CLIENT will be advised in writing via email of changes to the rates and charges with a minimum 30 days’ notice.  Throughout the Term (as defined in Section 5.1), CLIENT is required to maintain on file with RSL a valid debit card, credit card, or ACH account with an available credit limit sufficient for purposes of this Agreement.  RSL is authorized to charge such amounts against CLIENT’s account as are set forth in this Agreement. CLIENT will provide to RSL upon request such further authorizations and instructions as may be needed to permit RSL to initiate charges against CLIENT’s account as contemplated herein.

2.2   Monthly subscription fees: Commencing on the Effective Date and throughout the Term, and prorated if needed, the CLIENT agrees to pay a Monthly Fulfillment Subscription Service Fee to RSL, which will be charged automatically to the account on file at the beginning of each month. This fee is compromised of integrations needed to facilitate pick and pack operations on the marketplaces the CLIENT requires. 

2.3  Set-up/Initiation fees: CLIENT shall pay an initial set-up fee to cover certain set-up and onboarding services. RSL will invoice CLIENT for the set-up fee, which will be payable.

2.4. Packing Materials and Freight Charges:  Charges for packing materials and freight will vary.  RSL may from time to time provide a then-current schedule of charges for informational purposes, but any such Schedule will not be binding.

2.5  Deposit: In some instances RSL may require CLIENT to place a deposit with RSL (the “Deposit”) as security for payment of future Services invoices and any other amounts payable hereunder.  Should the CLIENT fail to pay any amount due hereunder, RSL reserves the right to apply any portion of the Deposit against any outstanding balances and, in addition to any other available remedies. RSL may pursue collections measures for any balance remaining.  If at any time RSL applies all or part of the Deposit against amounts owed by CLIENT, then promptly upon RSL’s request, CLIENT shall replenish the Deposit.  Further, RSL may increase the amount of the Deposit it requires of CLIENT in the event of CLIENT’s repeated failure to timely pay amounts due hereunder.  RSL shall not be required to segregate CLIENT’s Deposit from other funds of RSL or other client deposits and shall not be required to accrue or pay interest on the Deposit, but upon reasonable request, RSL will provide an accounting to CLIENT of the amount of the Deposit held by RSL and amounts it has offset against the Deposit.

  1. PAYMENTS

3.1  Weekly Billing: RSL shall bill/invoice CLIENT at the beginning of each week for all charges due and owed under this Agreement for Services performed the prior week. 

3.2  Monthly Billing: RSL shall bill/invoice CLIENT at the beginning of each month for the Monthly Fulfillment Subscription Service Fee and any other amounts payable hereunder.

3.3  All payments are due upon receipt of the invoice.  Automatic payment will be charged to an active account on file should there be a failure to pay the invoice within three (14) days of receipt (with invoices being deemed received upon transmission of email).  The parties will exercise reasonable efforts to promptly resolve any disputes concerning invoices. In the event of late payment, RSL reserves the right to modify the billing terms and conditions in such manner as it reasonably deems appropriate.

  1. SERVICES TO BE PERFORMED:

4.1  Per this agreement, RSL shall receive, store, and ship CLIENT’S goods and perform Pick-and-Pack Services, which are currently available and offered by RSL.

4.2  RSL shall have full discretion to determine locations where the goods are stored and held and may move them within RSL’s owned, leased, or occupied facilities as needed for its business purposes.

4.3  Delivery and Release of Goods: CLIENT shall have GOODS delivered to the RSL facility as directed by RSL, properly marked and packaged for handling as per the RSL Routing Guide (which RSL will provide separately to CLIENT). At or prior to the delivery of GOODS, CLIENT shall furnish a bill of lading along with an inbound order submission showing the GOODS to be tendered for storage as per the RSL Routing Guide, with any proposed instructions pertaining to these GOODS.

4.4  CLIENT shall schedule delivery appointments no less than three (3) business days in advance. The CLIENT is the main consignee with RSL as the “in care of” party. CLIENT agrees to indemnify and hold RSL harmless from all unpaid transportation charges, including undercharges, demurrage, detention, or charges of any nature where RSL is designated as the Consignee.

4.5  CLIENT shall provide RSL with written instructions concerning the release or other disposition of GOODS. Confirmed email or other similar communication is satisfactory, provided RSL may rely upon the information contained in the writing as received. RSL shall not be liable for loss, error, chargebacks, and/or consequential, special, indirect, or other damages resulting from its reliance upon any such communication from CLIENT.

4.6  RSL is acting as an independent contractor under this Agreement. It shall perform its obligations under this Agreement using its own employees or agents. It shall decide on the manner and means of its obligations and shall direct, control, and supervise its employees. CLIENT shall be responsible for any applicable taxes associated with RSL servicing the account, with the exception of employer related taxes related to RSL personnel.

4.7 RSL shall not authorize CLIENT or any other ENTITY with the exception of a STATE or FEDERALLY AUTHORIZED ORGANIZATIONS to exercise any lien or encumbrance to be placed against GOODS while they are in RSL's possession.

4.8. RSL is authorized on GOODS in RSL’s possession to have a general warehouseman’s lien for any unpaid charges, which lien is released by payment of all outstanding charges.

4B. LIMITATION OF SERVICES PERFORMED:

 4B.1  During the term of this agreement, River Source LLC reserves the right to limit the number of items or SKUs it will service under this agreement. River Source LLC reserves the right to determine the number of items or SKUs it will service for the Client during the entirety of the subscription as deemed necessary.

4B.2   The Client acknowledges and agrees to the limitations set forth by River Source LLC during the onboarding of the pick-and-pack subscription and will not hold the Servicer liable for any damages, losses, or expenses incurred as a result of such limitations. Unless due to negligence.

4B.3  The Client understands that the limitation set forth during the onboarding of the pick-and-pack subscription may be based on factors including, but not limited to the complexity of the item or SKU, the frequency of service requests, the spatial dimensions of the item or SKU, and the availability of resources at River Source LLC.

4B.4  The Client agrees to notify the Servicer in writing if they anticipate a need for service on additional items or SKUs beyond the initial agreed-upon limit set forth during the onboarding of the pick-and-pack subscription. River Source LLC may, at its discretion, agree to provide service on additional items or SKUs.

4B.5  The Client understands that if River Source agrees to service additional items or SKUs, there may be additional fees and/or a revised service agreement

  1. Term; Termination

5.1 This Agreement shall commence on the Effective Date and shall continue in effect until terminated in writing pursuant to the following provisions of this Section (the entire period this Agreement is in effect, the “Term”).

5.2  Either party may terminate this Agreement with 30 days’ written notice without cause.

5.3  RSL may terminate this Agreement effective upon five (5) business days’ written notice to CLIENT if any amount owed by CLIENT remains unpaid in excess of 30 days (regardless of whether any portion of CLIENT’S Deposit is then held by RSL).

5.4  If either party files a petition in bankruptcy or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, then the other party may immediately terminate this Agreement on written notice.

5.5  Upon termination of this Agreement for any reason, regardless of fault, RSL shall cooperate reasonably with CLIENT to wind-down the Services and complete packing and shipment of any GOODS that remain in RSL’s possession at the time of termination and/or otherwise tender GOODS for shipment as reasonably directed by CLIENT, all at RSL’s then-current rates and charges.  All GOODS that remain at RSL’s facilities shall be subject to storage fees at RSL’s then-current standard charges and/or disposition or destruction, at RSL's discretion.

5.6  In addition, if this Agreement is terminated for any reason, regardless of fault:  (i) all of CLIENT’s payment obligations (including pursuant to Section 5.5) shall survive and remain in effect until satisfied in full. 

  1. Claims

6.1  Loss and Damage: Procedures for the handling of loss and damage claims are set forth as inthe original service agreement.

6.2  Timing of Claims: CLIENT shall notify RSL in writing of any alleged overcharge within thirty (30) days of the date of RSL’s invoice. After such period, amounts invoiced shall be deemed final and non-disputable.  RSL shall invoice CLIENT for all Services provided no later than 180 days from the date of performance.

  1. Risk of Loss; Liability; Indemnity

7.1  CLIENT and RSL intend that the risk of loss to GOODS during transit shall be borne by the carrier, and that as between CLIENT and RSL, RSL shall have no liability with respect to loss or damage to the GOODS, once the carrier's vehicle leaves RSL’s dock.

7.2  With respect to returnable GOODS, as between CLIENT and RSL, CLIENT shall bear the risk of loss once the carrier’s truck leaves the loading dock of a location where GOODS are tendered for return to RSL on behalf of CLIENT.

7.3  CLIENT bears the risk of loss for GOODS while in transit, CLIENT shall require the carrier to arrange for appropriate insurance for such GOODS in transit.

7.4  ALL SERVICES UNDER THIS AGREEMENT ARE PROVIDED ON AN AS-IS, WHERE-IS, AND AS-AVAILABLE BASIS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, RSL HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES CONCERNING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, ACCURACY, COMPLETENESS, OR NON INFRINGEMENT, AND ANY IMPLIED WARRANTIES AS MAY ARISE FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE.  RSL shall be liable to CLIENT solely for any loss or injury to GOODS caused by the gross negligence or willful omissions or willful failure to act of RSL.

7.5  RSL’s aggregate liability for all claims under this Agreement shall be limited to direct damages in an amount not to exceed 6 months of fees paid by the client.  In no event will RSL be liable for special, incidental, indirect, consequential, punitive, or other statutory damages regardless of its knowledge of the potential for such. RSL shall not be liable for any loss or damage to the extent the same is due to a Force Majeure Event (as defined in Section 13), or any act or omission of any carrier.

7.6   In addition to RSL’s other remedies set forth in this Agreement or otherwise available at law or in equity, CLIENT agrees to indemnify, defend (at RSL’s option), and hold harmless RSL and its affiliates and its and their officers, directors, managers, partners, personnel, and agents from and against any and all liabilities and losses suffered or incurred by any of them (including as a result of bodily injury or property damage) as a result of (i) any violation of applicable law or legal requirements by CLIENT, (ii) any claim against RSL by any end customer of the GOODS, any carrier engaged by CLIENT, or any other contractor, employee, or agent of CLIENT, or (iii) the fraud, gross negligence, or willful misconduct of CLIENT or its agents.

  1. Confidential Information

8.1  Each party hereby agrees to maintain in strict confidence, and not disclose to any third party (other than its affiliates, shippers and other contractors and agents with a need to know for purposes of effecting the intent of this Agreement), or use other than for the purposes contemplated in this Agreement, any proprietary and confidential information (including in the case of RSL as the disclosing party, strategies, business plans, pricing, customers, and prospects) that it may receive or have access to from the other party during the Term, without the disclosing party’s prior written consent. The foregoing confidentiality obligations further apply to confidential and proprietary information of a party disclosed to or obtained by the other party prior to the Effective Date but in contemplation of entering into this Agreement.  Each party shall endeavor to mark or designate as “confidential” information that intends to be subject to the terms of this provision, but the foregoing restrictions shall apply to any information that, in the context in which it is disclosed, should reasonably be understood to be confidential.  Upon either party’s request, the other party shall return or destroy all confidential or proprietary information received or disclosed by the other that is in the receiving party’s possession and shall confirm in writing such return or destruction.

8.2  The parties’ obligations of confidentiality under this Section 8 shall continue during and after the termination of the Agreement for so long as the information in question remains confidential and proprietary to the disclosing party.

  1. Severability

If any clause or provision of this Agreement is held by any court of competent jurisdiction to be illegal or unenforceable under present or future laws, then such illegality or unenforceability shall not affect the validity or enforceability of any other provision, and, to the extent permitted under applicable law, the affected provision shall be deemed revised so as to effect as closely as possible the parties’ original intent.

  1. Applicable Law

This Agreement shall be subject to and governed by the interpreted and construed in accordance with the laws of the state of California, without reference to conflicts of laws principles.

  1. Arbitration

Any disagreement, dispute, controversy or claim with respect to the validity of this Agreement or arising out of or in relation to the Agreement, or breach hereof, shall be finally settled by arbitration in the state of California, in accordance with the rules of the American Arbitration Association for Commercial Arbitration. Each of the CLIENT and RSL shall select one arbitrator, and the two arbitrators so selected shall mutually agree to the selection of a third arbitrator, or, failing such mutual agreement, the third arbitrator shall be selected by the American Arbitration Association.

  1. Assignment

This Agreement shall be binding on and inure to the benefit of the parties thereto, their successors and their legal representatives. Neither of the parties shall assign this Agreement, or any interest nor right therein, without the prior written consent of the other party, except that, upon prior written notice to the other party: (i) each party shall have the right to assign the Agreement to an affiliate; and (ii) RSL shall be entitled to assign this Agreement (directly or by operation of law) to any person or entity that acquires all, substantially all, or a controlling interest in RSL or its assets or business related to the Pick and Pack Services.  Further, RSL shall be entitled to delegate to any affiliate or other subcontractor performance of any of the Services, provided that RSL shall remain responsible for performance.

  1. Force Majeure

If, and to the extent that either party may be precluded by a circumstance of force majeure, including without limitation strikes, lockouts, or other labor dispute, economic conditions disproportionately affecting RSL’s industry, natural disaster, public health or other emergency, martial law or other governmental restrictions, act of God, or other causes beyond its control (any of the foregoing, a “Force Majeure Event”) from performing hereunder (payment obligations excepted), such failure or non-performance shall be excused to the extent that performance is not reasonably possible as a result of such Force Majeure. The party affected by the Force Majeure Event shall use due diligence to remedy such default. If RSL is unable, by reason of a Force Majeure Event, to provide the Services to the extent contemplated by this Agreement, it shall, in any event, to the extent it is still able to provide Services, exercise commercially reasonable efforts to continue to provide such Services to CLIENT in proportion to the amount that RSL's business consisted of such Services to CLIENT prior to the occurrence of the event in question.

  1. Amendments

Except as set forth in Section 2, no amendment, change or modification of any of the terms, provisions or conditions of this Agreement shall be effective unless made in writing and signed on behalf of the parties hereto by their duly authorized representatives.

  1. Authorization

It is agreed and warranted by the parties that the individuals signing this Agreement on behalf of the respective parties are duly authorized to execute such an Agreement, and that its execution, delivery and performance of this Agreement has been duly authorized by such party and will not violate or conflict with any other contract or obligation that is binding on such party. No further proof of authorization is or shall be required except with respect to credit charges as described above.

  1. Non-Waiver

The mention in this Agreement of any particular remedy shall not preclude Client or RSL from any other remedy Client or RSL might have, either in law or in equity. The failure of Client or RSL to insist at any time upon the strict performance of any covenant or agreement or to exercise any option, right, power or remedy contained in this Agreement shall not be construed as a waiver or a relinquishment thereof for the future or as a waiver of any other option, right, power, or remedy. The receipt and acceptance by RSL of fees, or the payment of same by Client, with knowledge of the breach of any provision of this Agreement shall not be deemed a waiver of such breach.  No waiver of any right, power, or remedy under this Agreement shall be effective unless in writing and signed by the party against which it is sought to be enforced.

  1. Notices

Except as otherwise set forth in this Agreement with respect to certain communications by email, all notices given, or that may be required, under this Agreement shall be in writing, and shall be sent to the applicable party hereto by registered or certified mail, return receipt requested, or by courier service and shall be deemed to have been given when received by the party to whom addressed. Notices shall be addressed to the parties at the addresses set forth on the signature page hereto or such other address of which a party may notify the other from time to time in accordance with this provision. Either party may change its address for notice by delivering notice of such change to the other party in accordance with the foregoing, which change of address shall be effective five (5) days after notice is received.

  1. Entire Agreement

This Agreement, hereto, constitutes the entire agreement of the parties concerning the Services and other matters set forth herein and replace and supersede all prior and contemporaneous oral or written agreements, arrangements, understandings, and other communications between the parties concerning such subject matter.  For the avoidance of doubt, this Agreement shall not be modified by the terms of any purchase order, bill of lading, or other document or instrument supplied by CLIENT except as expressly agreed in writing by the parties in a separate written instrument.

In Witness Whereof, CLIENT and RSL have executed this Pick and Pack Fulfillment Services Agreement as of the Effective Date written above.

 

 

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Signed by Jonathan Montgomery
Signed On: April 23, 2024


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Document name: Pick and Pack Service Agreement - Current Clients
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