Terms & Conditions

1. Agreement; Parties; Term

This Fulfillment Services Agreement (“Agreement”) is entered into as of the Effective Date set forth below, by and between Save Rack LLC, a Florida limited liability company (“Save Rack”, “we”, “us”, or “our”), and the client identified in the corresponding fulfillment agreement, onboarding form, or approved service quote (“Client”, “you”, or “your”).

This Agreement governs the terms and conditions under which Save Rack provides third-party logistics, warehousing, and fulfillment services to the Client.

Term

This Agreement shall become effective on the Effective Date and shall remain in effect for an initial period of one (1) year solely for purposes of establishing the pricing, fees, and terms and conditions set forth herein ("Initial Term"). Thereafter, this Agreement shall automatically renew for successive one (1) year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

Notwithstanding the foregoing, this Agreement is not intended to create a mandatory one-year service commitment. Either party may terminate this Agreement, with or without cause, upon thirty (30) days' prior written notice to the other party.

During any active term, the pricing and fee schedule agreed upon by the parties shall remain in effect for one (1) year unless otherwise agreed to in writing. Save Rack reserves the right to provide notice of any pricing adjustments applicable to any renewal term in accordance with this Agreement.

Termination of this Agreement shall not relieve the Client of any outstanding payment obligations, storage fees, shipping charges, or other amounts accrued prior to the effective date of termination. Client shall coordinate the removal or transfer of all inventory within the timeframes set forth in this Agreement.

Effective Date

The “Effective Date” of this Agreement shall be the earliest of the following:

The date the Client signs this Agreement;

The date the Client first tenders inventory to Save Rack for storage or fulfillment; or

The date Save Rack begins providing services to the Client.

Binding Agreement

By signing this Agreement, or by sending inventory to Save Rack, integrating systems, or otherwise utilizing Save Rack’s services, the Client agrees to be bound by all terms and conditions set forth herein.

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

“ASN” (Advanced Shipment Notice) means the submission created by the Client in the WMS prior to inventory arriving at Save Rack, detailing the contents and expected delivery of inbound shipments.

“Ready to Ship” means an order status indicating that an order is fully ready for fulfillment, including valid shipping details, available inventory, no account or system holds, and no issues preventing shipment.

“On-Hold Order” means any order that cannot be fulfilled due to issues including, but not limited to, missing or incorrect information, insufficient inventory, account status, or manual holds.

“Inventory” means all goods, products, or materials owned by the Client and stored, handled, or processed by Save Rack.

“Order” means any request submitted through the WMS or integrated systems for the picking, packing, and shipment of Inventory.

“SKU” (Stock Keeping Unit) means a unique identifier assigned to each product or product variation for tracking and fulfillment purposes.

“WMS” (Warehouse Management System) means the software platform used by Save Rack to manage inventory, orders, shipments, and account activity.

“Fulfillment Services” means the services provided by Save Rack, including but not limited to receiving, storage, picking, packing, shipping, returns processing, and related logistics services.

“Custom Work” means any service requested by the Client that falls outside of standard Fulfillment Services and may be subject to additional charges.

“Backorder” means any Order or product quantity that cannot be fulfilled at the time of processing due to insufficient available Inventory and will remain pending until Inventory becomes available or further instructions are provided by the Client.

“Allocation” means the process of reserving specific Inventory quantities for pending Orders, sales channels, or operational purposes within the WMS.

“Receiving” means the process of accepting, unloading, inspecting, counting, and processing inbound Inventory delivered to Save Rack, including verification against the ASN and placement into storage locations.

3. Scope of Services

Save Rack provides third-party logistics and fulfillment services designed to support the storage, processing, and shipment of the Client’s Inventory. Services are performed in accordance with this Agreement and the Client’s approved pricing agreement or quote.

3.1 Fulfillment Services

Save Rack will perform standard Fulfillment Services, which include:

Picking, packing, and shipping Orders submitted through the WMS or integrated platforms

Processing Orders designated as “Ready to Ship”

Preparing shipments using appropriate packaging and shipping methods

Performing assembly, kitting, bundling, labeling, repackaging, or other Custom Work as requested by the Client and mutually agreed upon by both parties

Save Rack will use commercially reasonable efforts to process and ship Orders within 24 hours of reaching “Ready to Ship” status, excluding weekends, holidays, and circumstances outside of Save Rack’s control. The twenty-four (24) hour processing timeline is a service objective only and is not a guaranteed service level, delivery commitment, warranty, or contractual obligation. Failure to meet such an objective shall not constitute a breach of this Agreement.

3.2 Receiving and Inventory Handling

Save Rack will receive, inspect, and store inbound Inventory delivered to its facility. Services include:

Receiving inbound shipments submitted with a valid ASN

Verifying shipment contents against provided documentation

Labeling and organizing Inventory within the warehouse

Updating Inventory records in the WMS

Receiving timelines are typically completed within 24 to 72 hours of delivery, depending on shipment volume and accuracy of the ASN.

3.3 Storage

Save Rack will store the Client’s Inventory within its warehouse facility. Storage services include:

Secure indoor storage of Inventory

Organization of Inventory by SKU and storage method

Ongoing inventory tracking through the WMS

Storage methods may include bins, shelving, pallets, or other configurations based on the Client’s Inventory and operational needs.

3.4 Returns Processing

If requested by the Client, Save Rack will process returned Inventory, which may include:

Receiving and logging returned items

Inspecting returned Inventory (if applicable)

Restocking, disposing, or handling Inventory per Client instructions

Returns are typically processed within 24 to 72 hours of receipt.

3.5 Custom Work

Save Rack may perform Custom Work upon request. This includes, but is not limited to:

Kitting and assembly

Labeling and relabeling

Product inspections or sorting

Special packaging or inserts

Custom Work will be billed in accordance with the Client’s pricing agreement or, if not predefined, at Save Rack’s standard hourly rate.

3.6 WMS Access and Account Management

Save Rack will provide the Client with access to its WMS for visibility and management of:

Orders and shipment status

Inventory levels and movement Returns activity

Billing and account information

The Client is responsible for maintaining accurate information within the WMS and monitoring account activity.

3.7 Service Limitations

Save Rack’s services are limited to the scope outlined in this Agreement. Save Rack does not:

Provide direct customer support to the Client’s end customers

Guarantee carrier delivery times or outcomes

Control third-party systems, integrations, or carrier performance

Any services not expressly described in this Agreement shall be considered Custom Work.

3.8 Amazon Prep Services

Save Rack may provide Amazon FBA preparation services upon request. These services may include, but are not limited to:

Labeling (FNSKU or other required labels)

Poly bagging, bundling, and packaging

Carton preparation and palletization

Compliance with Amazon shipping and packaging requirements

Amazon Prep services are considered specialized services and are billed in accordance with the Client’s pricing agreement.

3.9 Wholesale and Bulk Fulfillment

Save Rack may fulfill wholesale, bulk, or business-to-business (B2B) orders, which differ from standard direct-to-consumer fulfillment. These services may include:

Processing large quantity Orders shipped to a single destination

Carton or pallet-based fulfillment

Freight preparation and coordination

Wholesale and bulk Orders may be subject to separate pricing structures as outlined in the Client’s pricing agreement.

3.10 Private Label and On-Demand Fulfillment Services

Save Rack may offer private label, on-demand, or drop shipping services for products, including but not limited to supplements or other consumer goods, upon request.

These services may include:

Product sourcing or coordination with third-party manufacturers

Private labeling and branding

On-demand order fulfillment and direct shipment to end customers

Packaging, labeling, and preparation in accordance with Client specifications

The Client is solely responsible for:

Ensuring all products comply with applicable laws, regulations, and industry standards

Maintaining proper product registrations, certifications, and labeling requirements

Ensuring accuracy of all product information, claims, and representations

Save Rack does not manufacture products and does not assume responsibility for product quality, formulation, compliance, or regulatory approval.

All private label and on-demand services are subject to separate pricing and may require additional agreements or approvals.

4. Fees & Billing

Save Rack provides services on a fee-based structure as outlined in the Client’s portal, quote, or onboarding documentation (“Fulfillment Quote”). This section defines how such fees are applied. Client acknowledges that all applicable service rates, fees, surcharges, packaging costs, storage charges, receiving fees, postage charges, and other pricing information are made available within Client's account portal, pricing schedules, quotations, invoices, or other written communications from Save Rack. Client agrees that such pricing documents are incorporated into and form part of this Agreement. Client agrees that reviewing and electronically accepting such pricing through the onboarding process, including selecting an acceptance checkbox, clicking an "I Agree" button, applying an electronic signature, or otherwise electronically indicating acceptance, shall constitute Client's acknowledgment and acceptance of such pricing and shall be legally binding upon Client.

Client further agrees that all electronic records of acceptance maintained by Save Rack, including timestamps, user information, IP addresses, acceptance logs, and versioned pricing records, shall serve as evidence of Client's acceptance and agreement to the applicable pricing and fee schedules.

Client acknowledges that all pricing accepted through the onboarding portal is incorporated into and forms part of this Agreement.

4.1 General Fee Structure

All services performed by Save Rack are billable unless otherwise agreed in writing. Fees are charged based on services rendered, including but not limited to fulfillment, receiving, storage, returns, packaging, labeling, and Custom Work.

All pricing is governed by the Client’s Pricing Agreement. In the event of a conflict between this Agreement and the Pricing Agreement, the Pricing Agreement shall control with respect to pricing only.

4.2 Fulfillment Fees

A Fulfillment Fee is charged per Order and includes the picking and packing of the first item unless otherwise specified.

Orders containing multiple items may incur Additional Pick Fees for each item beyond the first.

Fulfillment Fees may vary depending on SKU, product type, handling requirements, or service level.

4.3 Additional Picks

An Additional Pick Fee is applied for each additional item in an Order beyond the first item included in the Fulfillment Fee.

4.4 Receiving Fees

Receiving Fees apply to all inbound Inventory and may be structured as:

Per item

Per box or case

Per pallet

Per container or truckload

Hourly labor

Receiving includes the unloading, inspection, verification, labeling, and system entry of Inventory into the WMS.

Additional charges may apply for:

Shipments without a valid ASN

Inaccurate or incomplete shipment information

Mislabeling or missing SKUs

Mixed or unsorted Inventory

Excessive handling or non-standard receiving requirements

Save Rack reserves the right to apply hourly billing if inbound shipments require excessive handling or fall outside standard receiving conditions.

Receiving timelines and applicable fees may vary based on shipment size, condition, and accuracy of the ASN.

4.5 Storage Fees

Storage Fees are calculated daily based on the quantity of Inventory stored and the amount of storage space occupied by the Client’s Inventory on each day. Accrued Storage Fees are billed to the Client on a weekly basis.

Storage may be calculated using:

Bin usage

Shelf space

Pallet positions

Cubic Square footage

Other agreed-upon storage methods

Storage Fees may fluctuate based on inventory levels and space utilization.

4.6 Returns Processing Fees

Returns Processing Fees are charged per returned Order and apply only to valid returns, defined as returns that include sufficient identifying information, such as an RMA number, order number, or other verifiable reference.

The Returns Processing Fee includes the handling and processing of the first item within the return. Each additional item within the same return will incur an Additional Item Processing Fee.

Returns Processing includes receiving, logging, and standard handling of returned Inventory.

Non-Compliant Returns

Returns received without valid identifying information (including but not limited to missing RMA numbers, missing order numbers, or unidentifiable shipments) are considered non-compliant returns.

Save Rack is not responsible for identifying, matching, or reconciling non-compliant returns to specific Orders.

Additional fees may apply for:

Manual research and identification

Sorting and inspection

Restocking without order attribution

Disposal or return handling

Save Rack reserves the right to:

Process such returns without associating them to an Order

Hold such returns until further instruction is provided

Dispose of or return items at the Client’s expense if they cannot be identified

4.7 Packaging Fees

Packaging Fees cover the cost of materials used for fulfillment, including boxes, mailers, dunnage, and other packaging supplies.

4.8 Labeling Fees

Labeling Fees apply to any labeling services required beyond standard fulfillment, including relabeling, barcode application, or compliance labeling.

4.9 Assembly and Kitting Fees

Assembly or kitting services, including bundling, product preparation, or special packaging, may be charged per unit, per Order, or per project.

4.10 Inserts and Promotional Materials

Fees may apply for inserting promotional materials such as flyers, cards, or additional items that are not part of the standard Inventory.

4.11 Postage and Shipping Charges

Postage and shipping charges are billed per shipment and are determined by the selected Carrier based on factors including weight, dimensions, destination, service level, and applicable surcharges.

All postage and shipping charges are pass-through costs and will be billed directly to the Client. Save Rack does not control Carrier pricing and does not guarantee shipping rates.

Postage rates are subject to change at any time without notice due to Carrier adjustments, including but not limited to fuel surcharges, peak season pricing, and service changes.

4.12 Carrier Fees, Adjustments, and Surcharges

The Client is responsible for all additional Carrier-imposed fees, including but not limited to:

Address corrections

Delivery exceptions or re-delivery fees

Additional handling fees

Oversize or overweight surcharges

Residential or extended area surcharges

Returned or undeliverable shipments

4.13 Duties, Taxes, and Import Charges

The Client is responsible for all duties, taxes, customs fees, and import-related charges associated with domestic or international shipments.

If any such charges are billed to Save Rack by a Carrier or third party, those charges will be passed through to the Client and added to the Client’s invoice.

Save Rack is not responsible for delays, additional charges, or issues resulting from customs clearance or regulatory requirements.

4.14 Inbound Shipping and Receiving Charges from Carriers

The Client is responsible for all inbound shipping-related charges associated with Inventory sent to Save Rack, including but not limited to:

Unpaid shipping charges

Duties, taxes, or customs fees

Delivery appointment fees

Liftgate fees

Redelivery or missed delivery fees

If any inbound shipment arrives with charges due and Save Rack is billed by the Carrier, such charges will be added to the Client’s account.

Save Rack reserves the right to refuse shipments that require payment upon delivery (COD) or have unpaid charges.

4.15 Wholesale, Bulk, and Amazon Prep Fees

Wholesale, bulk, and Amazon prep services are subject to separate pricing structures due to differences in handling, packaging, and shipment requirements.

4.16 Custom Work Fees

Any services not explicitly defined as standard Fulfillment Services may be considered Custom Work and will be billed at:

An agreed-upon rate; or

Save Rack’s standard hourly rate

Save Rack may perform necessary Custom Work without prior approval if it is required to complete services, prevent delays, or correct operational issues.

4.17 Monthly Integration Service Fee

Save Rack may charge a monthly Integration Service Fee for maintaining, monitoring, supporting, and managing third-party software integrations and connections between the Client's sales channels, marketplaces, ecommerce platforms, shipping systems, and other connected services.

The monthly Integration Service Fee is charged on a per-account basis and includes one (1) standard integration connection.

Examples of standard integrations may include, but are not limited to:

Shopify

Amazon

Walmart

WooCommerce

eBay

TikTok Shop

BigCommerce

Etsy

Custom API integrations

Other supported platforms

Each additional integration connected to the Client's account may be subject to an additional monthly Integration Service Fee.

Save Rack may, at its sole discretion, offer discounted pricing for multiple integrations, bundled integrations, enterprise accounts, or clients utilizing several connected platforms.

The Integration Service Fee covers general maintenance and monitoring of integrations; however, it does not include custom development work, advanced troubleshooting, custom API programming, software modifications, data corrections, custom reporting, or other specialized technical services, which may be billed separately as Custom Work or at Save Rack's standard hourly rates.

Save Rack does not guarantee uninterrupted operation of third-party integrations and shall not be liable for outages, synchronization issues, API failures, platform changes, software bugs, or other technical issues outside of Save Rack's reasonable control.

4.18 Fee Adjustments

Fulfillment Fees are guaranteed for the Initial Term of this Agreement, provided the Client’s scope of work, product characteristics, and operational requirements remain unchanged.

If the Client requests changes to services, introduces new products, modifies packaging requirements, or otherwise alters the scope of work, Save Rack reserves the right to adjust applicable fees to reflect the updated requirements. Any such changes will be communicated and approved in writing.

Certain costs are variable and may be adjusted as needed, including but not limited to:

Packaging Fees

Third-party service costs

Carrier-related charges

Packaging Fees may be adjusted at any time to reflect changes in the cost of materials, including boxes, mailers, dunnage, and other supplies.

Postage, carrier fees, duties, and other third-party charges are not controlled by Save Rack and may change at any time without notice.

4.19 Payment Terms

Unless otherwise agreed to in writing, all Save Rack accounts are billed on a Weekly Net 1 basis.

Invoices are typically generated and issued each Monday for services rendered during the previous billing week. Payment is due no later than the following business day after the invoice is issued.

If Monday falls on a recognized holiday, or if Save Rack is unable to generate and distribute invoices due to system issues, carrier delays, software outages, force majeure events, or other operational circumstances, invoices may be issued on the next available business day. In such cases, payment shall be due on the next business day following invoice issuance.

Clients are responsible for ensuring payment is received by the due date regardless of whether the invoice is viewed, downloaded, or acknowledged.

Save Rack reserves the right to modify billing schedules, invoice dates, and payment terms upon written notice to the client. Any alternative payment terms must be approved by Save Rack in writing.

4.20 Automatic Payments

To help ensure uninterrupted fulfillment services and maintain a smooth operational workflow, Save Rack strongly recommends that all clients maintain either a valid ACH payment method or credit card on file for automatic payments.

Automatic payments help prevent delays caused by missed invoices, payment processing times, banking delays, or internal accounting approvals. Maintaining an active payment method on file reduces the risk of account holds, shipment delays, and service interruptions.

Unless otherwise agreed upon in writing, Save Rack may automatically charge the approved payment method on file on the next business day following invoice issuance.

Clients are responsible for ensuring that all payment information remains current, valid, and capable of processing charges. If an automatic payment is declined, returned, disputed, or otherwise unsuccessful, the account may be subject to late fees, account holds, service suspension, and additional collection efforts in accordance with this Agreement.

Save Rack reserves the right to require an ACH authorization or credit card authorization form as a condition of providing services, extending payment terms, or maintaining an active account.

Clients may update their payment information at any time through the Save Rack WMS or by submitting updated authorization forms to Save Rack’s billing department.

4.21 Client Responsibility

Invoices may be delivered through email, the WMS portal, WhatsApp, Telegram, Slack, or other approved communication channels. Failure to receive or review an invoice does not relieve the client of their payment obligations.

Clients are responsible for monitoring their account balance, invoices, and payment status at all times through the Save Rack WMS and other communication channels provided.

4.22 Billing Disputes

All billing disputes must be submitted in writing within seven (7) days of the invoice date.

If Save Rack determines that a billing error occurred, an account credit or refund will be issued at Save Rack’s discretion.

Disputing an invoice, requesting clarification, conducting internal accounting reviews, or awaiting customer payments does not extend payment deadlines or prevent an account from becoming past due.

Undisputed portions of invoices must be paid by the original due date.

4.23 Account Holds

Invoices not paid according to agreed payment terms may result in an account hold.

When an account is placed on hold, Save Rack may suspend some or all services, including:

Order fulfillment

Shipping and outbound processing

Inventory receiving

Returns processing

Inventory transfers

Storage releases

Special projects

Account support services

Save Rack reserves the right to determine when services are suspended and when services are reinstated.

Partial payments do not automatically remove account holds.

4.24 Late Fees

Invoices remaining unpaid more than seven (7) days after their due date may incur:

A $25 late fee per invoice; and

Five percent (5%) of the outstanding balance.

Late fees may be assessed weekly until all outstanding balances are paid in full.

Save Rack reserves the right to suspend services while any balance or late fee remains unpaid.

4.25 Payment Plans

Payment plans may be offered at Save Rack’s sole discretion.

Approval of a payment plan does not:

Waive existing late fees

Stop future late fees from accruing

Guarantee continued services

Prevent account suspension

Failure to comply with an approved payment plan may result in immediate default, account termination, collection activity, and legal action.

4.26 Collections & Recovery Costs

The client agrees to reimburse Save Rack for all costs incurred in collecting unpaid balances, including but not limited to:

Collection agency fees

Attorney fees

Court costs

Filing fees

Interest charges

Administrative costs

These amounts shall be added to the outstanding account balance and become immediately due.

4.27 Inventory Hold & Release

Save Rack reserves the right to retain possession of inventory, products, materials, and other property stored at its facility until all outstanding balances have been paid in full, to the extent permitted by applicable law.

Requests to remove, transfer, or release inventory while an account is delinquent may be denied until all balances, fees, penalties, and collection costs have been satisfied.

4.28 Record Retention

Invoice records and payment records may be retained for up to two (2) years and may be made available upon request during that period.

Clients may also access invoice history through the Save Rack WMS while their account remains active.

Payment authorization forms and payment information are maintained only while necessary to service the account and are handled in accordance with Save Rack’s security and privacy procedures.

4.29 Default, Collections & Account Termination

Any account with an outstanding balance that remains unpaid beyond the applicable payment terms shall be considered in default. Save Rack reserves the right, at its sole discretion and without further obligation, to suspend services, place an account on hold, terminate the client relationship, and pursue collection of all amounts due.

In the event of default, Save Rack may take any action it deems necessary to protect its interests, including but not limited to:

Suspending all fulfillment, receiving, returns processing, storage releases, and related services;

Refusing future business or reactivation of the account;

Withholding inventory, products, materials, and other property to the extent permitted by applicable law;

Referring the account to a third-party collection agency;

Assigning or transferring the debt for collection purposes;

Referring the matter to legal counsel;

Initiating litigation, arbitration, or other legal proceedings;

Seeking judgments, liens, garnishments, attachment orders, or any other remedies available under applicable law.

The client agrees to reimburse Save Rack for all costs incurred in the collection of unpaid amounts, including but not limited to attorney’s fees, court costs, collection agency fees, filing fees, investigation costs, administrative expenses, interest, and any other costs associated with recovering amounts owed.

Save Rack reserves the right to report delinquent accounts to credit reporting agencies, commercial credit bureaus, financial institutions, collection agencies, and other entities involved in debt recovery, where permitted by law.

Termination of services, account suspension, referral to collections, legal action, or recovery efforts shall not waive, reduce, or eliminate any amounts owed by the client. All outstanding balances, fees, penalties, and collection costs shall remain immediately due and payable until paid in full.

The client’s obligation to pay all outstanding amounts shall survive account closure, termination of services, expiration of this Agreement, and any cessation of business operations by the client.

4.30 Pricing Term and Fee Adjustments

The pricing set forth in the Client's Pricing Agreement shall remain in effect during the Initial Term of this Agreement, which shall be one (1) year from the Effective Date, provided that the Client's products, operational requirements, order characteristics, service scope, and fulfillment requirements remain materially unchanged.

Notwithstanding the foregoing, certain costs are variable in nature and may be adjusted by Save Rack during the term of this Agreement without constituting a modification of the guaranteed pricing. Such variable costs include, but are not limited to:

Postage and shipping charges;

Carrier surcharges and adjustments;

Fuel surcharges;

Duties, customs fees, tariffs, taxes, and governmental charges;

Packaging material costs;

Third-party service costs; and

Other costs outside of Save Rack's reasonable control.

Carrier postage rates, shipping fees, customs duties, taxes, and other third-party charges are not controlled by Save Rack and may increase, decrease, or otherwise change at any time, including without prior notice. Any such increases shall be passed through to the Client.

Additionally, if the Client introduces new products, changes packaging requirements, modifies service requirements, materially increases order complexity, requires additional labor, requests new services, changes inventory characteristics, or otherwise changes the scope of work originally contemplated by the parties, Save Rack reserves the right to review and adjust applicable pricing to reflect such changes.

Examples of changes that may result in pricing adjustments include, but are not limited to:

New product categories;

Hazardous or regulated products;

Additional labeling requirements;

Special packaging requirements;

Increased receiving complexity;

Increased return processing requirements;

Subscription box assembly;

Additional inspections or quality control;

Oversized or overweight products;

Significant changes in order volume or order profiles; and

Any additional work not originally contemplated by the Pricing Agreement.

Save Rack shall provide written notice of any pricing adjustments resulting from material changes in scope of work whenever reasonably practicable. Any revised pricing shall become effective upon the date specified in such notice.

4.31 No Minimum Volume Requirements

Save Rack does not require any minimum order volumes, minimum shipment quantities, minimum storage commitments, minimum monthly spend requirements, or long-term volume commitments unless otherwise expressly agreed to in writing.

The Client may utilize Save Rack's services regardless of monthly order volume, inventory levels, or storage requirements.

Notwithstanding the foregoing, all services performed by Save Rack shall remain subject to the fees, rates, and pricing terms set forth in the Client's Pricing Agreement, including applicable fulfillment fees, storage fees, receiving fees, packaging charges, postage charges, and any other fees incurred as a result of services actually provided.

Save Rack reserves the right to evaluate account activity and service requirements and may decline future business, modify pricing upon renewal, or require revised pricing arrangements if an account's operational requirements materially differ from those originally contemplated by the parties.

5. Orders & Fulfillment Process

Save Rack processes Orders based on the information provided by the Client through the WMS or integrated systems. The Client is solely responsible for ensuring all Order data is accurate, complete, and properly submitted.

5.1 Order Submission

Orders are submitted through the WMS or connected platforms via integration.

The Client is responsible for ensuring:

Accurate shipping addresses

Correct SKUs and quantities

Valid shipping methods and selections

Complete and accurate order details

Save Rack is not responsible for errors, delays, or failed shipments resulting from incorrect or incomplete Order information provided by the Client.

5.2 Ready to Ship Orders

Orders in “Ready to Ship” status are considered fully prepared for fulfillment and may be processed at any time.

An Order is considered “Ready to Ship” when it contains valid shipping information, available inventory, no account or system holds, and no issues preventing fulfillment.

Save Rack will use commercially reasonable efforts to process and ship Orders within 24 hours of reaching “Ready to Ship” status, excluding weekends, holidays, and circumstances outside of Save Rack’s control.

5.3 On-Hold Orders

Orders may be placed on hold for reasons including, but not limited to:

Missing or invalid shipping information

Insufficient inventory

Invalid or missing SKUs

Account past due

Carrier or system issues

Manual holds requested by the Client or Save Rack

Fraud or risk-related flags identified by the Client’s marketplace, payment processor, or third-party systems

Marketplace-imposed holds or restrictions (including but not limited to payment verification, address verification, or order review processes)

Save Rack is not responsible for delays in fulfillment caused by Orders that are on hold for any reason.

The Client is responsible for monitoring, reviewing, and resolving any issues with On-Hold Orders, including fraud checks and marketplace-related holds.

Save Rack does not perform fraud review or payment verification on behalf of the Client.

5.4 Order Changes and Cancellations

Requests to modify or cancel Orders must be submitted before fulfillment processing begins.

Once an Order has entered the fulfillment process, including picking, packing, or staging for shipment, it may no longer be modified or canceled.

If Save Rack agrees to attempt a modification or cancellation after processing has begun, such requests are not guaranteed and may be billed as Custom Work.

5.5 Shipped Orders

Orders are considered shipped once they have been handed off to the Carrier.

Once shipped:

Orders cannot be modified or canceled

Save Rack is not responsible for delivery delays, loss, or damage caused by the Carrier

All tracking updates are provided by the Carrier

Save Rack’s responsibility for the Order ends upon transfer to the Carrier.

5.6 Tracking

Tracking numbers are generated for all shipped Orders and are made available through the WMS or integrated platforms.

Tracking updates are controlled by the Carrier and may be delayed, inaccurate, or incomplete. Save Rack does not control or guarantee tracking updates.

5.7 Voided Shipments

If a shipment is canceled prior to Carrier pickup, postage charges may be voided in accordance with Carrier policies.

All Fulfillment Fees, packaging costs, and labor charges remain non-refundable once services have been performed.

5.8 Integration and System Reliability

Save Rack utilizes third-party systems and integrations to receive and process Orders.

Save Rack is not responsible for:

Integration failures or disconnections

Delays in Order transmission

Missing, duplicate, or incomplete Orders

System outages or API errors from third-party platforms

The Client is responsible for monitoring their marketplace, system activity, and Order flow to ensure Orders are properly transmitted and received.

5.9 Integration Failures and Order Transmission Errors

Interruptions or failures in integrations, APIs, or third-party systems may result in Orders not being received, delayed, or improperly transmitted.

Save Rack does not guarantee uninterrupted or error-free integration performance.

The Client must notify Save Rack promptly of any missing, delayed, or unprocessed Orders.

5.10 Shipping Packaging and Transit Liability

Save Rack will use commercially reasonable efforts to package Orders in accordance with the Client's written packaging instructions, account preferences, standard operating procedures, or other instructions provided by the Client.

Unless otherwise instructed by the Client, Save Rack may determine the packaging materials and methods used for shipment based on the nature of the products, shipment characteristics, carrier requirements, and commercially reasonable packaging practices.

Packaging materials utilized by Save Rack may include, but are not limited to:

Corrugated boxes;

Poly mailers;

Bubble mailers;

Kraft paper;

Bubble wrap;

Air pillows;

Packing paper;

Dunnage materials;

Tape and sealing materials; and

Other packaging materials reasonably deemed appropriate by Save Rack.

The Client acknowledges that once a shipment is tendered to a carrier, packages may be subjected to circumstances outside of Save Rack's control, including but not limited to:

Rough handling during transportation;

Dropping, crushing, or impact damage;

Damaged, dented, torn, or punctured packaging;

Improper stacking by carriers;

Exposure to rain, moisture, humidity, or other environmental conditions;

Theft, tampering, or loss;

Extended transit times;

Carrier sorting equipment damage; and

Other carrier-related handling issues.

Save Rack shall not be liable for any product damage, packaging damage, transit damage, moisture damage, breakage, leakage, spoilage, customer complaints, returns, refunds, chargebacks, or other losses occurring while shipments are in the possession or control of a carrier, except to the extent such damage is directly caused by Save Rack's failure to package the shipment in a commercially reasonable manner or in accordance with the Client's written instructions.

The Client acknowledges that no packaging method can guarantee that products will arrive undamaged under all transportation conditions.

If the Client provides its own packaging materials, including but not limited to boxes, mailers, labels, inserts, tape, dunnage, branded packaging, or other shipping materials, the Client assumes full responsibility for the suitability, durability, compliance, and performance of such materials.

Save Rack shall not be responsible for any damages, carrier adjustments, rejected shipments, product damage, delivery issues, returns, increased shipping costs, or other losses resulting from packaging materials, specifications, or instructions supplied by the Client.

If Save Rack reasonably determines that Client-supplied packaging materials are insufficient, unsafe, non-compliant, or likely to result in shipment damage, Save Rack reserves the right, but shall not be obligated, to substitute alternative packaging materials and charge the Client accordingly.

Unless expressly agreed otherwise in writing, Save Rack does not guarantee compliance with Amazon, Walmart, marketplace, retailer, carrier, or customer-specific packaging standards when packaging materials or instructions are supplied by the Client.

Save Rack shall not be liable for any delays, losses, or damages resulting from integration failures, system errors, or technical issues outside of its control.

5.11 Service Limitations

Save Rack does not guarantee:

Carrier delivery times

Transit times

Protection against Carrier delays or disruptions

Delays caused by factors outside of Save Rack’s control, including but not limited to weather, Carrier issues, system outages, peak volume periods, or force majeure events, do not constitute a breach of this Agreement.

6. Inventory and Storage

The Client represents and warrants that it owns or has lawful authority to store, distribute, and ship all Inventory provided to Save Rack. Title to all Inventory shall remain with the Client at all times unless otherwise agreed in writing.

6.1 Inventory Requirements

All Inventory delivered to Save Rack must be properly packaged, labeled, and suitable for normal warehouse handling and storage. The Client is responsible for ensuring all products comply with applicable laws, regulations, carrier requirements, and labeling standards.

The Client shall provide accurate product information, SKU information, quantities, expiration dates (if applicable), and any special handling instructions prior to delivery of Inventory.

6.2 Advanced Shipment Notices (ASNs)

The Client shall submit a complete and accurate ASN through the WMS prior to Inventory arriving at Save Rack’s facility. Save Rack reserves the right to delay Receiving, refuse delivery, or charge additional fees for shipments arriving without a valid ASN or with inaccurate shipment information.

6.3 Receiving Procedures

All inbound Inventory is subject to Receiving verification by Save Rack. Quantities received may be based on carton counts, unit counts, weight verification, barcode scans, or other commercially reasonable receiving methods determined by Save Rack.

Any discrepancies identified during Receiving may be reported to the Client. Save Rack shall not be responsible for concealed shortages, manufacturer defects, or shipment discrepancies not reasonably discoverable during standard Receiving procedures.

6.4 Inventory Storage

Inventory shall be stored at locations designated by Save Rack within its warehouse facilities. Save Rack reserves the right to move, reorganize, consolidate, or relocate Inventory within its facilities at its discretion for operational efficiency and safety purposes.

Storage Fees are calculated daily based on the quantity of Inventory stored and the amount of storage space occupied by the Client’s Inventory on each day. Accrued Storage Fees shall be billed weekly.

6.5 Inventory Counts and Accuracy

Inventory quantities maintained within the WMS shall serve as the operational inventory records for fulfillment purposes. The Client is responsible for reviewing inventory reports and notifying Save Rack in writing of any alleged inventory discrepancies within seven (7) calendar days of discovery or the date such discrepancy reasonably should have been discovered.

Save Rack may perform cycle counts or inventory audits periodically. Full physical inventory counts requested by the Client may be subject to additional charges.

The Client acknowledges that Inventory counts may vary due to receiving discrepancies, manufacturer packaging errors, mislabeled cartons, concealed shortages, or other issues not reasonably discoverable during standard Receiving procedures. In certain cases, Save Rack may rely on master carton quantities, supplier labeling, barcode information, or shipment documentation provided by the Client or manufacturer without physically counting every individual unit received. Save Rack shall not be responsible for shortages, overages, or count discrepancies resulting from inaccurate carton contents, supplier errors, or discrepancies not identified during standard Receiving procedures.

In the event of an alleged inventory discrepancy, Save Rack will use commercially reasonable efforts to investigate the matter by reviewing receiving records, shipment documentation, inventory movement history, audit records, and other operational data to determine whether an identifiable operational error occurred.

The Client further acknowledges that the WMS, integrated platforms, APIs, carrier systems, and third-party software systems may occasionally experience technical issues, synchronization delays, duplicate transactions, missing updates, or other system-related errors outside of Save Rack’s direct control. While Save Rack will use commercially reasonable efforts to monitor, identify, and correct known technical issues, Save Rack shall not be liable for inventory discrepancies, order issues, shipment delays, or data inaccuracies caused by software malfunctions, API failures, integration errors, carrier system interruptions, or other technical failures not directly caused by Save Rack’s gross negligence or willful misconduct.

6.6 Expiration-Dated and Perishable Inventory

The Client shall provide accurate expiration dates, lot numbers, and product rotation requirements for any dated or perishable Inventory. Unless otherwise agreed in writing, Save Rack may use standard FIFO or FEFO inventory rotation practices at its discretion.

Save Rack shall not be liable for expired Inventory resulting from inaccurate information provided by the Client, slow-moving Inventory, or the Client’s failure to provide removal or disposal instructions.

6.7 Hazardous, Restricted, or Regulated Goods

The Client shall not ship or store hazardous materials, prohibited products, regulated items, or goods requiring special permits unless previously approved in writing by Save Rack.

The Client shall be solely responsible for compliance with all applicable laws, regulations, permits, registrations, labeling requirements, and safety obligations relating to its Inventory.

6.8 Inventory Damage and Loss

Save Rack shall exercise commercially reasonable care in the handling and storage of the Client’s Inventory. Save Rack shall only be liable for direct physical loss of or damage to Inventory to the extent such loss or damage is proven to have been directly caused by Save Rack’s gross negligence or willful misconduct.

The Client acknowledges that minor inventory variances, shrinkage, misplaced units, scanning errors, carton discrepancies, concealed shortages, damages during transit, manufacturer defects, and other ordinary operational variances may occur in warehouse operations and shall not automatically constitute negligence by Save Rack.

Save Rack shall not be liable for any loss, damage, delay, or destruction caused by: (a) acts or omissions of the Client, carriers, suppliers, manufacturers, or third parties; (b) inaccurate product information, labeling, packaging, or carton quantities; (c) force majeure events including fire, flood, storms, theft, natural disasters, power outages, pandemics, labor shortages, or governmental actions; (d) hidden or concealed damage not reasonably discoverable through standard handling procedures; (e) technical failures, software issues, WMS interruptions, API errors, integration failures, or carrier system outages; or (f) Inventory deterioration, expiration, or damage resulting from the nature of the product itself.

Any claim for lost or damaged Inventory must be submitted by the Client in writing within seven (7) calendar days after discovery of the alleged loss or damage, together with supporting documentation reasonably requested by Save Rack. Failure to provide timely notice shall constitute a waiver of such claim.

In the event of a reported discrepancy or damage claim, Save Rack shall have a reasonable opportunity to investigate the matter through review of receiving records, inventory movements, shipment history, audit logs, surveillance records (if available), and other operational documentation before any liability is determined.

In no event shall Save Rack’s total liability for any claim exceed the lesser of: (a) the documented replacement cost of the affected Inventory; (b) the fees paid by the Client to Save Rack relating to the affected Inventory during the preceding three (3) months; or (c) $0.50 per pound of affected Inventory unless otherwise agreed in writing.

Save Rack shall not be liable for indirect, incidental, consequential, special, exemplary, punitive, or lost profit damages, including but not limited to loss of business, loss of goodwill, chargebacks, marketplace penalties, or lost sales opportunities.

The Client is solely responsible for maintaining adequate insurance coverage for its Inventory and business operations.

6.9 Insurance

Save Rack maintains general commercial liability insurance coverage with policy limits of up to One Million Dollars ($1,000,000) for its business operations and premises. However, such insurance does not provide coverage for the Client’s Inventory, products, or goods stored, handled, or processed by Save Rack unless expressly agreed to in writing by Save Rack.

The Client acknowledges and agrees that it is solely responsible for maintaining adequate insurance coverage for its Inventory, including but not limited to coverage for loss, theft, damage, fire, water damage, natural disasters, carrier-related issues, and other risks or causes of loss.

While the Client is not required to maintain such insurance, Save Rack strongly recommends that all Clients obtain appropriate inventory insurance coverage through their own insurance providers. Due to the nature of third-party logistics operations, including fluctuating inventory levels, varying product values, and the storage of goods for multiple clients simultaneously, Save Rack does not insure Client Inventory and cannot reasonably obtain blanket insurance coverage for products that may collectively represent substantial or multi-million-dollar values.

6.10 Abandoned Inventory

If the Client fails to timely pay invoices, respond to communications, or remove Inventory upon request, Save Rack may place the Client’s account and Inventory on hold and suspend some or all Fulfillment Services until the account is brought current.

Save Rack shall have a warehouseman’s lien and other rights permitted under applicable law for all unpaid charges, storage fees, fulfillment fees, shipping costs, advances, expenses, and other amounts owed by the Client in connection with the Inventory.

If any amounts remain unpaid or the Inventory remains unclaimed for more than thirty (30) days after written notice is provided to the Client at the last known email address and/or mailing address on file, Save Rack may, to the extent permitted by applicable law, continue charging storage fees and exercise any rights or remedies available under Florida law, including the right to dispose of, liquidate, or sell the Inventory in a commercially reasonable manner to recover outstanding balances, storage charges, costs of enforcement, and related expenses.

To the fullest extent permitted by law, the Client waives any claim against Save Rack arising from such disposition, liquidation, or sale conducted in accordance with applicable law. Any remaining proceeds after deduction of all amounts owed and expenses incurred shall be handled in accordance with applicable Florida law.

6.11 Inventory Removal and Account Closure

The Client may request removal, transfer, or return of Inventory by providing at least thirty (30) days’ prior written notice to Save Rack. Save Rack shall use commercially reasonable efforts to prepare the Inventory for pickup, transfer, or shipment within a reasonable timeframe based on operational capacity, inventory volume, and staffing availability.

The Client acknowledges that Inventory removal, palletizing, packing, labeling, sorting, recounting, preparation for freight shipment, and other related offboarding services may require significant labor and materials. Save Rack reserves the right to charge reasonable fees for such services at its then-current rates.

Estimated processing time for Inventory removal or transfer may range from a minimum of seven (7) business days up to thirty (30) days or longer depending on the quantity, complexity, condition, organization of Inventory, peak operational periods, carrier scheduling, and other operational factors.

All outstanding invoices, storage charges, fulfillment fees, removal fees, chargebacks, shipping costs, and any other amounts owed to Save Rack must be paid in full and cleared prior to the release, transfer, or pickup of any Inventory.

Save Rack reserves the right to refuse release of Inventory for accounts with outstanding balances, unresolved disputes, chargebacks, or violations of this Agreement.

6.12 Storage Requirements for Food Items

If any food product, supplement, hemp-derived item, perishable item, or other Inventory requires specific storage conditions, including but not limited to refrigeration, freezing, humidity control, temperature limitations, light protection, or other special handling requirements, the Client must clearly communicate such requirements to Save Rack in writing prior to shipment arrival at the warehouse.

Save Rack shall not be responsible for spoilage, degradation, expiration, contamination, melting, separation, discoloration, loss of potency, or other damage resulting from:

failure by the Client to disclose special storage requirements;

improper packaging by the Client or manufacturer;

products inherently sensitive to normal warehouse conditions; or

the Client’s failure to provide proper instructions.

Save Rack’s facility is not climate-controlled or temperature-regulated. The warehouse is located in Florida, and indoor temperatures may fluctuate depending on seasonal weather conditions, loading dock activity, and general warehouse operations.

During cooler seasons, indoor warehouse temperatures are commonly maintained within an approximate range of 60–75 degrees Fahrenheit. However, due to Florida’s climate, indoor temperatures during a majority of the year are typically expected to range between approximately 75–80 degrees Fahrenheit, and temperatures may occasionally exceed those ranges.

These conditions may be suitable for many standard dry goods and shelf-stable products, but are not appropriate for products requiring refrigeration, freezing, strict temperature control, humidity control, or other specialized environmental storage conditions.

Refrigerated, frozen, or specialty storage accommodations must be specifically approved by Save Rack in advance and confirmed in writing. Unless expressly agreed otherwise in writing, Save Rack does not provide cold storage, freezer storage, or guaranteed temperature-controlled storage beyond standard climate-controlled warehouse conditions.

6.13 Food Compliance and Regulatory Requirements

Save Rack holds applicable Florida food-related permits, including a Food & Hemp Permit, and operates as a distributor and storage facility under applicable Florida law. Save Rack is not the manufacturer, importer, formulator, or label owner of the Client’s products.

The Client is solely responsible for ensuring that all products stored, distributed, or fulfilled through Save Rack comply with all applicable federal, state, and local laws, regulations, labeling requirements, registrations, testing requirements, and industry standards, including but not limited to laws relating to:

food products;

dietary supplements;

hemp-derived products;

cosmetics;

consumer goods;

labeling and packaging requirements; and

product safety and legality.

The Client represents and warrants that all Inventory delivered to Save Rack is lawful for storage, shipment, and distribution within the applicable jurisdictions.

Save Rack does not independently test, verify, inspect, validate, or certify the legality, compliance, ingredients, labeling, safety, authenticity, or regulatory status of any products stored by the Client.

The Client acknowledges and agrees that:

government agencies, including the Florida Department of Agriculture and Consumer Services (“FDACS”), may inspect Save Rack’s facility and Inventory at any time;

regulatory authorities may issue stop-sale orders, embargoes, quarantines, recalls, seizures, or other enforcement actions relating to the Client’s products; and

Save Rack may immediately suspend handling or distribution of any product reasonably believed to violate applicable laws or regulations.

If Save Rack incurs any fines, penalties, chargebacks, claims, losses, damages, legal fees, storage costs, disposal costs, recall costs, or other expenses arising from or relating to the Client’s products, the Client shall fully reimburse and indemnify Save Rack for all such amounts.

6.14 Regulatory References

The following resources are provided for informational purposes only and do not constitute legal advice or a complete list of applicable regulations:

Florida Food Products Law (Chapter 500): http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0500-0599/0500/0500.html

Florida Administrative Code Chapter 5K-4: https://flrules.org/gateway/ChapterHome.asp?Chapter=5K-4

21 CFR Part 117 (Human Food GMPs): https://www.ecfr.gov/current/title-21/chapter-I/subchapter-B/part-117

21 CFR Part 111 (Dietary Supplements): https://www.ecfr.gov/current/title-21/chapter-I/subchapter-B/part-111

21 CFR Part 101 (Labeling): https://www.ecfr.gov/current/title-21/chapter-I/subchapter-B/part-101

FDACS Wholesale Manufactured Food Program: https://www.fdacs.gov/Business-Services/Food/Food-Establishments/Wholesale-Manufactured-Food-Program

Florida Hemp Statute: http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0500-0599/0581/Sections/0581.217.html

6.15 Intellectual Property and Product Legitimacy

The Client represents and warrants that it owns or possesses all necessary rights, licenses, authorizations, and approvals required to manufacture, market, distribute, store, and sell the Inventory provided to Save Rack.

The Client further represents and warrants that its products:

are not counterfeit;

do not infringe upon any trademark, copyright, patent, trade secret, or other intellectual property rights;

are lawful for sale and distribution; and

comply with all applicable consumer protection and product safety laws.

Save Rack is a third-party logistics provider only and does not inspect, authenticate, verify, or validate the legitimacy, authenticity, legality, or intellectual property status of products stored or fulfilled on behalf of the Client.

The Client agrees to defend, indemnify, and hold harmless Save Rack and its owners, employees, affiliates, agents, and contractors from and against any and all claims, actions, investigations, penalties, fines, liabilities, damages, recalls, seizures, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

alleged counterfeit or infringing products;

intellectual property violations;

unlawful or mislabeled products;

regulatory non-compliance; or

violations of federal, state, or local laws relating to the Client’s products.

6.16 Restricted Warehouse Access

For safety, security, inventory protection, confidentiality, and operational reasons, Save Rack's warehouse facilities are not open to the general public. Access to warehouse areas is strictly limited to authorized Save Rack personnel unless otherwise approved in writing by Save Rack.

The Client acknowledges that Save Rack stores inventory, proprietary information, and confidential business information belonging to multiple clients within its facilities. Restricting access is necessary to protect the privacy, security, and confidentiality of all clients, prevent unauthorized access to inventory, reduce the risk of theft, damage, contamination, or inventory discrepancies, and maintain efficient warehouse operations.

Save Rack reserves the right to deny, restrict, supervise, or revoke access to any person or entity at its sole discretion in order to protect inventory, confidential information, operational processes, trade secrets, and the safety and privacy of its clients and personnel.

Clients wishing to visit the warehouse, inspect inventory, conduct audits, perform inventory counts, or meet with Save Rack personnel must schedule an appointment in advance.

Save Rack reserves the right to approve, deny, postpone, reschedule, or limit warehouse visits at its sole discretion based on operational requirements, staffing availability, security concerns, customer confidentiality, or other business considerations.

6.17 Inventory Access and Handling

Clients and visitors shall not remove, relocate, count, modify, label, package, inspect, photograph, or otherwise handle inventory without prior written authorization from Save Rack.

Any inventory handling performed by Save Rack personnel at the Client's request may be subject to additional labor charges.

Save Rack shall not be responsible for inventory discrepancies, damages, losses, or operational interruptions resulting from unauthorized handling of inventory by Clients or their representatives.

6.18 Confidentiality and Other Client Information

The Client acknowledges that Save Rack stores inventory and confidential information for multiple customers within its facilities.

Visitors shall not access, inspect, photograph, record, or obtain information relating to other clients, their inventory, pricing, products, packaging, systems, processes, or operations.

Save Rack reserves the right to restrict access to certain areas of the warehouse in order to protect the confidentiality and security of other clients.

7. Receiving

All inbound inventory shipments must be properly prepared and submitted through Save Rack’s Advanced Shipment Notice (ASN) process prior to arrival. Clients are responsible for providing accurate shipment information, ensuring inventory is packaged and labeled appropriately, and coordinating all inbound deliveries in accordance with Save Rack’s receiving requirements. Receiving timelines may vary based on shipment volume and operational capacity, and inventory will not be available for fulfillment until fully processed and scanned into the warehouse management system. Save Rack reserves the right to refuse, delay, or assess additional fees for non-compliant shipments, inaccurate ASNs, improperly packaged inventory, unscheduled deliveries, or shipments requiring additional labor, verification, or special handling.

7.1 Advanced Shipment Notice (ASN) Requirement

All inbound inventory shipments must be entered into Save Rack’s Warehouse Management System (“WMS”) through the Advanced Shipment Notice (“ASN”) process prior to arrival at the warehouse.

The ASN must accurately include, where applicable:

SKU information;

product descriptions;

quantities;

carton counts;

pallet counts;

barcode information;

expiration dates;

lot numbers;

carrier and tracking information; and

any special handling instructions.

The Client acknowledges that the ASN is a critical operational requirement that allows Save Rack to properly plan, receive, identify, process, and store incoming Inventory.

Shipments arriving without a completed and accurate ASN may:

be delayed;

refused;

held unprocessed;

incur additional labor charges;

incur manual data entry fees; or

require additional verification before inventory becomes available for fulfillment.

Save Rack reserves the right to charge additional fees for shipments received without proper ASN documentation, including but not limited to:

manual ASN creation fees;

relabeling fees;

sorting fees;

recount fees;

pallet breakdown fees;

storage fees; and

hourly labor charges.

7.2 Receiving Process and Processing Times

Inbound inventory is processed in the order received. Estimated receiving timelines are not guaranteed and may vary depending on:

shipment volume;

seasonality;

staffing;

warehouse capacity;

carrier delays;

ASN accuracy;

packaging condition; and

inventory complexity.

Standard receiving timelines are generally:

small parcel shipments: approximately 1–3 business days;

pallet shipments: approximately 2–5 business days;

large inbound projects, containers, or floor-loaded shipments: timelines provided separately as applicable.

Inventory shall not be considered available for fulfillment until Save Rack has completed the receiving process and inventory has been scanned into active warehouse locations within the WMS.

Save Rack is not responsible for fulfillment delays, stock shortages, overselling, or backorders resulting from delayed receiving, incomplete deliveries, inaccurate ASNs, or carrier-related issues.

7.3 Packaging and Shipment Requirements

All inbound shipments must arrive in commercially reasonable conditions suitable for warehouse handling and storage.

The Client is responsible for ensuring that:

cartons are securely sealed;

products are properly packaged for transportation;

pallets are safely stacked and wrapped;

barcodes are scannable;

labels are accurate and readable; and

products are protected from damage during transit.

Save Rack reserves the right to reject, refuse, or delay receipt of shipments that:

arrive damaged;

are unsafe to unload;

contain leaking products;

contain unidentified inventory;

are improperly packaged;

contain hazardous materials not previously approved;

contain excessive pallet damage; or

otherwise present operational or safety concerns.

Additional labor charges may apply for restacking pallets, repalletizing shipments, separating mixed SKUs, relabeling cartons, shrink wrapping, cleaning spills, or correcting shipment issues.

7.4 Inventory Counts and Discrepancies

Save Rack will use commercially reasonable efforts to accurately count and receive inventory; however, all receiving counts are subject to verification and may include variances, especially for bulk-packed products, master cartons, manufacturer-sealed cases, or shipments requiring manual counting.

The Client is responsible for ensuring the accuracy of all supplier shipments and ASN submissions.

Save Rack is not responsible for:

shortages originating prior to delivery;

supplier shipping errors;

hidden damage;

concealed shortages;

incorrect supplier labeling;

manufacturer packaging errors; or

discrepancies that cannot reasonably be verified upon receipt.

Any receiving discrepancies identified by Save Rack may be reported to the Client as a courtesy; however, Save Rack does not guarantee detection of all shortages, overages, or damages.

Claims relating to receiving discrepancies must be submitted by the Client within seven (7) days after inventory is marked received in the WMS. Failure to notify Save Rack within such period constitutes acceptance of the receiving counts and inventory records.

7.5 Damaged Inventory and Transit Liability

Save Rack is not responsible for loss or damage occurring during transportation to the warehouse.

If visible damage is observed upon delivery, Save Rack may document the condition through notes, photographs, or carrier exception records as a courtesy to assist the Client with carrier or supplier claims.

The Client is solely responsible for filing claims with carriers, freight providers, suppliers, or insurers relating to transit damage, shortages, or lost shipments.

7.6 Refused or Non-Compliant Shipments

Save Rack reserves the right to refuse, quarantine, dispose of, or return shipments that:

violate applicable laws or regulations;

contain prohibited products;

present contamination risks;

contain expired products;

contain unsafe or hazardous materials;

are improperly labeled; or

otherwise fail to comply with Save Rack’s operational requirements.

Any costs associated with refused, quarantined, returned, or disposed inventory shall be the responsibility of the Client.

7.7 Food, Supplements, and Perishable Products

The Client represents and warrants that all food products, dietary supplements, hemp-derived products, cosmetics, and other regulated goods delivered to Save Rack comply with all applicable federal, state, and local laws and regulations.

Products requiring lot tracking, expiration tracking, FEFO handling, refrigeration, freezer storage, or other special handling requirements must be disclosed in writing prior to shipment arrival.

Failure to properly disclose such requirements may result in:

delayed receiving;

improper inventory rotation;

spoilage;

inventory holds; or

rejection of inventory.

Save Rack reserves the right to request documentation relating to:

GMP compliance;

FDA registrations;

Certificates of Analysis (COAs);

testing documentation;

ingredient information; and

product labeling compliance.

7.8 Customs and Import Charges

The Client is solely responsible for all customs duties, taxes, brokerage fees, import charges, tariffs, and governmental fees associated with inbound international shipments.

If Save Rack is billed directly by carriers, brokers, or government agencies for such charges, those amounts shall be immediately due from the Client and may be added to the Client’s account balance along with administrative processing fees.

7.9 Hazardous Materials and Restricted Products

The Client may not ship hazardous, dangerous, flammable, explosive, regulated, illegal, or restricted materials to Save Rack without prior written approval.

Save Rack reserves the right to immediately refuse, isolate, return, or dispose of unauthorized hazardous materials at the Client’s expense and may report prohibited items to applicable authorities if required by law.

7.10 Storage Start Date

Storage fees may begin accruing as soon as Inventory physically arrives at Save Rack’s facility, regardless of whether receiving has been completed or inventory has become available for fulfillment.

7.11 Large Inbound Shipments, Pallets, and Container Deliveries

Inbound shipments consisting of three (3) or more pallets are considered large inbound deliveries and require advance notice to Save Rack no less than seven (7) calendar days prior to arrival.

Large inbound shipments may require scheduled delivery appointments based on warehouse capacity, staffing, dock availability, equipment availability, and operational workload. Save Rack reserves the right to delay, reschedule, refuse, or turn away unscheduled large deliveries arriving without prior approval.

All container deliveries, including but not limited to 20-foot containers, 40-foot containers, floor-loaded containers, and transload shipments, must be scheduled and approved by Save Rack in advance prior to arrival at the warehouse.

Containers may not be delivered to Save Rack without prior written approval and scheduling confirmation from Save Rack. Any container arriving without approval may be refused, rescheduled, or subject to additional rush unloading fees, overtime labor fees, detention-related handling fees, or emergency receiving charges at Save Rack’s sole discretion.

Scheduling requirements are necessary to ensure adequate staffing, dock availability, unloading equipment, pallet space, warehouse capacity, and operational planning.

The Client is responsible for ensuring that:

accurate shipment details are provided in advance;

delivery appointments are coordinated with Save Rack;

carriers arrive on time for scheduled appointments; and

shipments comply with Save Rack’s receiving requirements.

Save Rack shall not be responsible for:

detention charges;

demurrage fees;

redelivery fees;

carrier wait time charges;

refused delivery fees; or

delays resulting from unscheduled or improperly scheduled inbound shipments.

If inbound shipments arrive without proper notice, scheduling, or ASN documentation, Save Rack reserves the right to:

refuse the shipment;

reschedule delivery;

unload the shipment subject to additional fees;

delay receiving timelines; or

place the shipment in a pending status until operational capacity becomes available.

8. Returns and Reverse Logistics

Save Rack offers return processing and reverse logistics services upon request and subject to the fees outlined in this Agreement or otherwise communicated in writing.

8.1 Return Address and Return Routing

Clients may use a Save Rack-provided return address for customer returns. Save Rack reserves the right to assign, modify, or change return addresses, warehouse locations, or receiving destinations at any time for operational, capacity, or logistical reasons.

If a return address is changed, the Client will be notified and must update all marketplaces, storefronts, shipping settings, return portals, customer-facing materials, and carrier systems within seven (7) calendar days of receiving notice.

Save Rack shall not be responsible for:

returns shipped to outdated addresses;

lost returns caused by failure to update return addresses;

customer confusion resulting from outdated return instructions; or

additional forwarding, rerouting, or recovery costs.

8.2 Return Processing Services

Basic return processing generally includes:

receiving returned packages;

scanning and logging returns into the WMS;

basic visual inspection; and

placing inventory into a designated status.

Additional services may incur separate charges, including but not limited to:

detailed inspections;

product testing;

photography;

repackaging;

relabeling;

cleaning;

refurbishment;

assembly or disassembly;

quarantine handling;

disposal services;

restocking labor;

sorting damaged inventory; and

custom processing requests.

Return processing timelines are estimates only and are generally completed within approximately 24–72 business hours after physical delivery to Save Rack’s warehouse. Processing times may vary based on return volume, seasonality, staffing, product condition, account status, and operational workload.

8.3 Condition of Returned Products

Save Rack does not determine refund eligibility, warranty claims, product authenticity, or customer reimbursement decisions unless specifically agreed to in writing.

Returned products may arrive:

damaged;

incomplete;

opened;

unsanitary;

expired;

used;

missing components; or

otherwise unsuitable for resale.

The Client is responsible for providing clear written instructions regarding how returned products should be handled, including whether products should be:

restocked;

quarantined;

marked as damaged;

used for parts;

returned to the Client; or

disposed of.

Save Rack will follow the Client’s provided return handling instructions to the extent reasonably possible during normal warehouse operations.

In the absence of specific written instructions, Save Rack employees may use reasonable visual judgment when processing returns. Inventory may be restocked if:

the return appears to be a “Return to Sender” shipment that was not opened or used;

the product remains sealed or appears unused;

the product is returned in its original retail packaging; and/or

the item appears visibly suitable for resale upon basic visual inspection.

Save Rack does not perform product testing, quality assurance testing, authentication, functionality testing, or detailed inspections unless separately agreed to in writing as an additional service.

Accordingly, Save Rack shall not be held liable for:

defective products being restocked;

hidden damage not visible upon inspection;

customer-used products being restocked;

missing internal components;

contamination not reasonably detectable;

resale eligibility disputes; or

any losses resulting from return handling decisions made in the absence of specific Client instructions.

If the Client requires stricter return inspection standards, serial number verification, tamper verification, functionality testing, expiration review, or other specialized quality control procedures, such services must be requested separately in writing and may be subject to additional fees.

8.4 Return Inventory Accuracy

Save Rack relies primarily on carrier tracking information and package labeling to identify and process returns.

Save Rack is not responsible for:

customers returning incorrect items;

empty boxes;

fraudulent returns;

switched products;

counterfeit returns;

missing accessories;

inaccurate return labels;

customer abuse of return policies; or

discrepancies between returned items and the original shipment.

The Client is solely responsible for investigating and resolving customer disputes relating to returns.

8.5 Restocking and Inventory Adjustments

Returned inventory shall not automatically be deemed sellable or restockable.

Save Rack may, at its discretion or based on Client instructions:

restock inventory;

quarantine inventory;

mark inventory as damaged;

dispose of inventory; or

hold inventory pending further review.

Save Rack is not liable for any losses resulting from:

restocking returned inventory;

disposal decisions;

incorrect disposition instructions provided by the Client; or

resale of returned items.

8.6 Disposal Authorization

The Client may authorize Save Rack to dispose of returned inventory deemed damaged, unsellable, unsafe, expired, contaminated, or otherwise unsuitable for resale.

Unless otherwise agreed in writing, Save Rack may rely on standing disposal instructions provided by the Client through the WMS, email communication, onboarding forms, or account settings.

Disposal fees, transportation costs, landfill fees, recycling charges, or hazardous material handling fees may apply.

8.7 Return Liability and Customer Communication

Save Rack is not responsible or liable for:

delayed return processing;

lost returns;

stolen returns;

customer dissatisfaction;

chargebacks;

marketplace claims;

refund timing disputes;

negative reviews; or

loss of future business resulting from return handling.

The Client acknowledges that Save Rack’s role is limited to physical return handling and warehouse processing only. Save Rack does not provide direct customer service to the Client’s end customers and does not issue refunds, store credits, exchanges, or customer reimbursements on the Client’s behalf.

All customer-facing communication relating to returns, refunds, exchanges, return approvals, tracking inquiries, disputes, or complaints shall remain the sole responsibility of the Client.

The Client shall not provide Save Rack’s phone number, email address, warehouse staff contact information, or warehouse address to end customers for customer service purposes unless expressly approved in writing by Save Rack.

Save Rack reserves the right to ignore, reject, or refuse communication from end customers and shall not be liable for any resulting delays or customer dissatisfaction.

8.8 Unauthorized or Unexpected Returns

Save Rack reserves the right to refuse, dispose of, or charge additional handling fees for:

unauthorized returns;

returns without identification;

returns unrelated to Client inventory;

excessive return volumes;

freight collect returns;

COD returns; or

improperly packaged returns.

Any additional labor, storage, or investigation required for unidentified or unauthorized returns may be billed to the Client.

8.9 Return Storage Fees

Returned inventory occupying warehouse space may continue to incur normal storage fees until the inventory is reshipped, disposed of, removed, or otherwise processed.

8.10 Unidentified and Non-Compliant Returns

All customer returns sent to Save Rack must include a clearly identifiable Order Number, Return Merchandise Authorization (“RMA”) Number, barcode, or other approved return identification reference that allows the return to be matched to the appropriate Client account and original order.

Returns received without sufficient identifying information may be classified as a “Non-Compliant Return” or “Unidentified Return.”

Save Rack is not responsible for researching, investigating, or attempting to identify:

the sender;

customer names;

addresses;

email addresses;

phone numbers;

marketplace accounts; or

potential matching orders for unidentified returns.

Warehouse personnel are not required to manually search order history or customer information to determine ownership of unidentified returns.

Non-Compliant Returns may:

be placed into a pending or quarantine status;

remain unprocessed until proper identification is provided;

incur additional research or handling fees;

incur storage fees while awaiting identification; or

be disposed of or returned to sender if identification cannot reasonably be determined.

Additional labor charges, investigation fees, relabeling fees, or administrative processing fees may apply for any return requiring manual research or exception handling beyond standard return procedures.

The Client is solely responsible for ensuring that customers receive proper return instructions and include all required return authorization information with returned shipments.

8.11 Additional Return Work and Special Handling Services

Standard return processing fees apply only to basic return handling services as defined by Save Rack. Any work requested by the Client or required beyond standard return processing may result in additional charges.

Additional services may include, but are not limited to:

product inspections;

functionality testing;

quality control reviews;

assembly or disassembly;

repackaging;

relabeling;

applying stickers or inserts;

photographing products or packaging;

serial number verification;

expiration date verification;

sorting or grading inventory;

cleaning;

refurbishment;

component verification;

inventory audits;

custom reporting; and

any other manual or specialized handling requests.

The Client acknowledges that processing requirements may vary significantly between different products, SKUs, packaging types, and return conditions. As a result, pricing for additional return work may be determined based on:

estimated labor time;

complexity of the work;

product condition;

required materials;

quantity of units; and

operational impact on warehouse resources.

Save Rack reserves the right to quote, estimate, or bill additional return work on a per-unit basis, hourly basis, project basis, or other pricing structure deemed commercially reasonable by Save Rack.

Estimated processing times and costs may vary by SKU and may not be known until the returned products are physically inspected.

If specialized return handling instructions are not provided in advance, Save Rack may pause processing and request clarification before proceeding. Delays resulting from incomplete instructions or pending approvals shall not be the responsibility of Save Rack.

9. Carriers, Shipping & Postage

9.1 Address Validation & Delivery Accuracy

Save Rack relies on the shipping information provided by the Client through connected sales channels, order imports, spreadsheets, APIs, or other submitted data. While Save Rack may utilize address validation tools, the Client remains solely responsible for ensuring all recipient names, addresses, phone numbers, email addresses, and shipping instructions are accurate and complete.

Save Rack shall not be liable for shipments delayed, returned, lost, misdelivered, or destroyed due to incorrect, incomplete, outdated, or invalid address information provided by the Client or the Client's customers.

Any costs associated with address corrections, returns, reshipments, intercept fees, redelivery fees, or carrier surcharges resulting from incorrect address information shall be the responsibility of the Client.

9.2 Carrier Adjustments & Dimensional Weight Charges

Save Rack provides shipping rates based on the carrier pricing available at the time the order is processed, along with the package weight, dimensions, destination, and service level selected. We make every effort to ensure that all package weights and dimensions entered into our system are accurate at the time of shipment.

Carriers may subsequently audit shipments and apply adjustments for reasons including, but not limited to, dimensional weight corrections, package remeasurements, address corrections, fuel surcharges, residential delivery fees, peak season surcharges, oversize fees, remote area fees, customs fees, or other carrier-imposed charges.

The Client agrees to pay any carrier adjustments or additional charges assessed by the carrier after shipment, provided the original shipment information was accurately entered and processed by Save Rack.

If a carrier adjustment results directly from an error made by Save Rack, including incorrect weight entry, incorrect dimensions, incorrect service selection, or other fulfillment-related mistakes, Save Rack will be responsible for the additional charges and such costs will not be passed on to the Client.

Save Rack reserves the right to pass through legitimate carrier-imposed charges without markup unless otherwise agreed to in writing.

9.3 Shipping Insurance

Unless otherwise requested in writing, shipments are not automatically insured beyond any coverage that may be included by the selected carrier. Coverage amounts, eligibility requirements, exclusions, and claim procedures are determined solely by the carrier and may change from time to time without notice.

Many carriers, including USPS, UPS, FedEx, DHL, and other domestic or international shipping providers, may include limited liability coverage with certain services. However, coverage amounts vary by carrier, service level, shipment type, destination, and declared value. The Client is responsible for reviewing the current insurance and liability coverage offered by the carrier being used.

The Client is solely responsible for determining whether additional shipping insurance is required based on product value, destination, customer requirements, risk profile, or other business considerations. Additional insurance may be available upon request and may incur additional charges.

If shipments are sent using Save Rack's carrier accounts, Save Rack will assist in investigating lost, damaged, or delayed shipments and will file carrier claims on the Client's behalf when eligible. Save Rack will work in good faith to provide supporting documentation, communicate with the carrier, and help facilitate claim resolution. However, Save Rack cannot guarantee claim approval, reimbursement, recovery of goods, or the timeframe in which a carrier may process a claim.

If shipments are sent using the Client's own carrier account, the Client shall be solely responsible for filing, managing, and resolving all carrier claims, including providing documentation, communicating with the carrier, and pursuing reimbursement.

Save Rack shall not be liable for loss, theft, damage, delay, misdelivery, or non-delivery of shipments beyond any amount recovered directly from the carrier through an approved claim. Under no circumstances shall Save Rack be responsible for consequential damages, lost profits, lost sales, customer refunds, chargebacks, marketplace penalties, or other indirect losses arising from carrier-related issues.

9.4 Delivery Guarantees

All carrier transit times, delivery estimates, service commitments, guaranteed delivery dates, scan events, tracking updates, and delivery performance standards are established solely by the carrier and are outside of Save Rack's control.

Save Rack's responsibility is limited to accurately processing, packaging, and tendering shipments to the selected carrier. Once a shipment has been accepted by the carrier, all transportation, routing, handling, scanning, tracking, customs clearance, and final delivery activities become the sole responsibility of the carrier.

Save Rack does not guarantee and shall not be liable for:

Delivery dates or transit times

Delayed, missing, or inaccurate tracking updates

Missed delivery commitments or service guarantees

Carrier service interruptions or network delays

Weather-related delays

Customs inspections, holds, duties, taxes, or clearance delays

Labor shortages, strikes, or transportation disruptions

Acts of government, regulatory actions, or border restrictions

Lost, stolen, misdelivered, abandoned, or damaged packages while in carrier possession

Carrier operational errors or routing mistakes

Force majeure events or any circumstance beyond Save Rack's reasonable control

Under no circumstances shall Save Rack be responsible for consequential damages arising from carrier-related delays or failures, including but not limited to lost sales, lost profits, customer refunds, chargebacks, marketplace penalties, negative reviews, advertising costs, business interruption, or loss of goodwill.

While Save Rack may assist with shipment investigations, carrier inquiries, and claim filings when shipments are sent using Save Rack's carrier accounts, such assistance does not constitute a delivery guarantee or create any liability beyond the carrier's approved claim settlement.

Any carrier service guarantee, money-back guarantee, or delivery commitment is subject solely to the carrier's terms and conditions and may be modified, suspended, or denied by the carrier at its discretion. Save Rack makes no independent warranty or guarantee regarding carrier performance.

9.5 Package Refusals, Returns & Abandonment

Any shipment that is refused by the recipient, returned to sender, deemed undeliverable, abandoned, destroyed, or otherwise returned by a carrier will be processed as a standard return upon receipt at Save Rack's facility.

All returned shipments will be received, inspected, and logged into the Save Rack Warehouse Management System (WMS) and will be subject to Save Rack's standard return processing fees, receiving fees, storage fees, and any other applicable service charges in effect at the time of processing.

Returned shipments are not automatically reshipped. If the Client wishes to have a returned shipment sent back to the original recipient or shipped to a new address, a new order must be submitted through the WMS or otherwise authorized by the Client. Such reshipments will be treated as new fulfillment orders and will incur all applicable fulfillment, packaging, postage, and shipping charges.

The Client remains fully responsible for all carrier return-to-sender fees, return postage charges, address correction fees, disposal fees, storage fees, and any additional costs incurred as a result of a refused, undeliverable, abandoned, or returned shipment.

Save Rack shall not be liable for inventory damage, product expiration, packaging deterioration, or loss of sale resulting from returned shipments, delivery refusals, customer rejection, incorrect addresses, failed delivery attempts, or extended transit times.

Returned inventory will remain in the Client's account and continue to accrue applicable storage charges until further instructions are received. If returned inventory remains unresolved, unclaimed, or without written disposition instructions for more than thirty (30) days, Save Rack reserves the right, at its sole discretion and without further notice, to dispose of, recycle, liquidate, donate, destroy, or otherwise remove the inventory from its facility.

The Client shall remain responsible for all fees, charges, and costs associated with such inventory regardless of disposition. Save Rack shall have no liability for the value of any inventory removed, disposed of, liquidated, donated, or destroyed pursuant to this provision.

9.6 Client Shipping Compliance Responsibility

The Client is solely responsible for ensuring that all products, packaging, documentation, labeling, declarations, and shipment contents comply with the requirements of all domestic and international shipping carriers, customs authorities, government agencies, and applicable laws and regulations.

While Save Rack may provide general guidance, recommendations, best practices, or assistance regarding carrier requirements, shipping methods, customs documentation, restricted items, hazardous materials, packaging standards, or international shipping procedures, such guidance is provided solely as a courtesy and should not be considered legal, regulatory, customs, or carrier compliance advice.

The Client acknowledges that carrier rules, shipping restrictions, customs requirements, prohibited item lists, hazardous material regulations, and international shipping policies are established and enforced solely by the applicable carriers and government authorities. Save Rack does not create, interpret, enforce, or control these requirements.

Save Rack does not guarantee that any shipment, product, packaging configuration, customs declaration, or shipping method will be accepted by a carrier or customs authority. The Client remains solely responsible for verifying compliance prior to shipment.

In the event that a carrier, customs authority, government agency, or other regulatory body determines that a shipment is non-compliant, restricted, prohibited, improperly declared, insufficiently packaged, or otherwise in violation of applicable requirements, Save Rack shall not be liable for any resulting delays, holds, inspections, returns, confiscations, penalties, fines, additional charges, destroyed inventory, denied claims, or other losses.

Furthermore, Save Rack does not have authority to override carrier decisions, waive carrier requirements, negotiate exceptions, challenge carrier compliance determinations, or compel carriers, customs authorities, or government agencies to release, accept, transport, or deliver any shipment. While Save Rack may assist by providing available shipment information or documentation, Save Rack is under no obligation to contact carriers or regulatory authorities to dispute, appeal, or resolve compliance-related decisions.

Any costs, fees, penalties, duties, taxes, storage charges, return fees, disposal fees, legal expenses, or other charges resulting from non-compliant shipments shall be the sole responsibility of the Client.

9.7 Client Carrier Accounts

When the Client elects to use one or more carrier accounts owned, managed, or provided by the Client, Save Rack acts solely as a fulfillment service provider and is not responsible for the operation, performance, billing, compliance, funding, administration, or management of such accounts.

The Client is solely responsible for maintaining valid and active carrier accounts with sufficient credit, permissions, funding, and shipping privileges necessary to support fulfillment operations. The Client is further responsible for complying with all carrier agreements, terms of service, shipping requirements, billing obligations, account requirements, and carrier policies.

The Client remains solely responsible for all shipping charges, postage fees, adjustments, surcharges, audits, penalties, collections, duties, taxes, fees, and any other amounts billed by the carrier, regardless of whether Save Rack's facility address is listed as the ship-from address, return address, warehouse address, sender address, or fulfillment location.

The Client acknowledges that carriers may send invoices, postage adjustments, collection notices, audit notices, legal demands, billing disputes, or other account-related communications directly to Save Rack if Save Rack's address appears on shipping labels, manifests, carrier records, account information, or shipment documentation. The receipt of such notices by Save Rack shall not transfer financial responsibility to Save Rack under any circumstance.

Save Rack shall not be liable for any issues arising from Client-provided carrier accounts, including but not limited to:

Account suspensions, restrictions, or terminations

Billing disputes or invoice discrepancies

Credit limitations or insufficient account balances

Invalid, expired, disconnected, or improperly configured account credentials

Carrier service interruptions or outages

Claim denials or reimbursement disputes

Carrier audits, compliance reviews, or investigations

Postage adjustments, surcharges, or unexpected carrier fees

Delayed label generation or shipment processing

Loss of negotiated carrier rates or discounts

Changes to carrier pricing, terms, or service availability

Collection actions or unpaid carrier balances

Carrier account freezes or holds

Legal actions initiated by carriers

Any carrier charges, postage fees, adjustments, collections, penalties, legal fees, audits, outstanding balances, or other financial obligations associated with the Client's carrier account shall remain the sole responsibility of the Client. The Client agrees to immediately reimburse Save Rack for any amounts paid, assessed, charged, incurred, or otherwise demanded from Save Rack as a result of the Client's carrier account or shipping activity.

If Save Rack receives notice of unpaid balances, collections activity, account delinquency, carrier audits, legal demands, account restrictions, or any other financial or operational issue related to the Client's carrier account, Save Rack reserves the right, without prior notice, to immediately suspend shipment processing, receiving services, inventory releases, account access, and all other fulfillment services until the matter has been fully resolved to Save Rack's satisfaction.

If a Client-provided carrier account becomes unavailable, restricted, suspended, disconnected, under review, or otherwise unable to generate shipping labels, Save Rack may suspend shipment processing until the issue is resolved or an alternative carrier account or shipping method is provided by the Client.

Save Rack is not obligated to contact carriers, negotiate account issues, dispute billing matters, restore account access, appeal claim decisions, resolve collections matters, defend carrier audits, or otherwise manage carrier account-related issues on behalf of the Client. While Save Rack may provide reasonable assistance when practical, ultimate responsibility for all carrier account matters remains solely with the Client.

Save Rack further reserves the right to require the Client to transition shipments to Save Rack carrier accounts or another approved carrier account if Save Rack determines, in its sole discretion, that continued use of the Client's carrier account creates financial, operational, legal, reputational, or compliance risk.

Any shipment delays, missed service commitments, customer complaints, additional fees, lost sales, chargebacks, marketplace penalties, operational disruptions, or damages resulting from issues with a Client-provided carrier account shall be the sole responsibility of the Client.

9.8 Shipping Carrier Account Integration

Save Rack partners with a variety of trusted domestic and international carriers to provide flexible, reliable, and cost-effective shipping solutions.

Clients may choose to:

Use Save Rack’s carrier accounts, or

Connect their own shipping carrier accounts to our fulfillment system.

If you elect to use your own carrier account(s), a one-time integration fee of $45 per carrier account will apply. This fee covers the setup, configuration, and testing required to ensure seamless label generation and shipment processing through our platform.

Our team will handle the integration process and assist with any required setup to ensure everything is configured correctly.

If you would like to connect your own carrier account(s) or have any questions regarding carrier options, please let us know and we will be happy to assist.

9.9. International Shipping & Customs

Save Rack supports international shipping through a variety of carrier partners. Clients are responsible for ensuring all products, descriptions, declared values, and customs-related information provided to Save Rack are accurate and compliant with all applicable laws and regulations.

Our warehouse management system (WMS) can automatically populate customs declarations using the product information and values provided by the client. Save Rack does not verify the accuracy of this information and assumes no responsibility for incorrect declarations.

Clients may choose between the following customs clearance methods:

DDP (Delivered Duty Paid): Duties, taxes, and import fees are paid by the sender prior to delivery.

DDU (Delivered Duty Unpaid): Duties, taxes, and import fees are the responsibility of the recipient and may be collected by the carrier or customs authority upon delivery.

It is the client’s responsibility to determine which option is appropriate for their business and customers.

Please note:

Customs agencies in any country may inspect, delay, hold, reject, return, or confiscate shipments at their sole discretion.

International transit times are estimates only and may be impacted by customs processing.

Save Rack has no authority over customs agencies and cannot expedite, influence, or intervene in customs clearance processes.

Save Rack is not responsible for delays, additional fees, duties, taxes, inspections, storage charges, returned shipments, abandoned shipments, confiscated goods, or any other actions taken by customs authorities or government agencies.

Any customs-related charges assessed after shipment, including duties, taxes, penalties, storage fees, return shipping costs, or disposal fees, are the sole responsibility of the client.

Save Rack may assist in communicating with the carrier regarding a customs-related issue; however, such assistance does not create any liability or guarantee resolution.

To the fullest extent permitted by law, Save Rack shall not be liable for any loss, damage, delay, lost sales, chargebacks, refunds, penalties, fines, or other costs arising from customs clearance, customs actions, import/export restrictions, or international shipping delays.

9.10 Duties and Taxes

For international shipments, clients may elect to ship using DDP (Delivered Duty Paid) services, where duties, taxes, import fees, and other government-imposed charges are billed to the sender rather than the recipient.

Import duties, taxes, VAT, GST, brokerage fees, and other government-imposed charges are determined solely by the destination country and applicable customs authorities. Save Rack does not determine, calculate, control, influence, or guarantee these charges.

Customs fees may not be assessed at the time of shipment. In many cases, carriers such as UPS, FedEx, DHL, USPS, or their international partners may receive customs charges days, weeks, or even months after delivery. Any duties, taxes, brokerage fees, penalties, customs assessments, or related charges billed to Save Rack, our carrier accounts, or our shipping partners will be passed through to the client and are due immediately upon invoicing.

The client remains fully responsible for all customs-related charges regardless of when they are assessed by the carrier or customs authority.

9.11 Customs Values and Product Information

By default, Save Rack’s warehouse management system (WMS) transmits customs declarations using the retail value associated with each product sold through the client’s ecommerce platform.

Unless otherwise instructed in writing, these retail values will be used as the declared customs value for all international shipments.

Save Rack can configure alternative declared values on a per-product basis; however, such customization must be requested, reviewed, and implemented within our WMS before orders are shipped. Clients must notify Save Rack in advance of any desired customs value configuration changes.

The client is solely responsible for ensuring all product values, descriptions, country of origin information, tariff classifications, and customs-related data are accurate and compliant with all applicable laws and regulations.

9.12 Currency and Store Configuration

By default, customs declarations generated through Save Rack’s systems are transmitted in U.S. Dollars (USD).

If a client’s ecommerce store sells products in another currency, incorrect customs values may be transmitted unless the account has been properly configured. Save Rack will review customs settings during onboarding; however, any future changes to product pricing, currencies, store settings, applications, integrations, or ecommerce platform configurations must be communicated to Save Rack immediately.

Save Rack shall not be liable for duties, taxes, penalties, customs assessments, carrier charges, delays, or any other costs resulting from inaccurate product values, incorrect currencies, store configuration errors, software issues, or information supplied by the client.

9.13 Compliance With Customs Laws

Save Rack complies with all applicable international trade laws, customs regulations, import/export requirements, and carrier policies.

Save Rack will not alter, understate, falsify, misrepresent, or manipulate customs documentation, product descriptions, declared values, quantities, countries of origin, or any other customs information for the purpose of reducing duties, taxes, tariffs, or government fees.

Any customs values, product information, or declarations provided by the client remain the sole responsibility of the client. If customs authorities determine that information provided by the client is inaccurate, fraudulent, misleading, or non-compliant, the client shall be solely responsible for all resulting duties, taxes, fines, penalties, legal costs, assessments, seizures, forfeitures, or other government actions.

9.14 Customs Delays and Government Actions

Customs authorities in any country may inspect, hold, delay, reject, return, destroy, confiscate, or otherwise take action regarding any shipment at their sole discretion.

Save Rack has no authority over customs agencies and cannot expedite customs clearance, negotiate fees, waive duties, or influence customs decisions.

Save Rack shall not be liable for any customs delays, delivery delays, lost sales, customer refunds, chargebacks, penalties, confiscations, rejected shipments, returned shipments, abandoned shipments, or any direct or indirect damages arising from customs processing or international shipping.

By utilizing Save Rack’s international shipping services, the client acknowledges and accepts full responsibility for all customs declarations, duties, taxes, fees, compliance obligations, and customs-related charges associated with their shipments.

10. Termination of Services

Save Rack does not require long-term contracts or fixed service commitments. Services are provided on a month-to-month basis unless otherwise agreed to in writing.

Either party may terminate the relationship at any time by providing thirty (30) days’ written notice to the other party.

During the notice period, all applicable fulfillment, storage, receiving, shipping, and service fees will continue to apply. The client remains responsible for all charges incurred through the effective termination date, as well as any costs associated with inventory removal, transfer, or account closure.

Termination of services does not relieve the client of any outstanding payment obligations or other responsibilities that accrued prior to the termination date.

10.1 Client-Initiated Termination

Clients may terminate their fulfillment services agreement with Save Rack at any time by providing at least sixty (60) days’ written notice. Notice must be submitted in writing to Save Rack via email or another approved communication method.

During the notice period, all fulfillment, storage, receiving, returns processing, and other applicable fees will continue to accrue and remain payable under the terms of this Agreement.

Prior to the release, transfer, pickup, or shipment of any inventory, the client must:

Pay all outstanding invoices, fees, charges, adjustments, duties, taxes, and other amounts owed to Save Rack in full;

Complete any required account closure documentation;

Provide final shipping instructions and destination information for remaining inventory.

Following satisfaction of all outstanding obligations, Save Rack will prepare the client’s inventory for removal from the facility. Additional fees may apply for inventory counts, palletization, packaging materials, labor, freight coordination, storage during the transition period, special handling requests, and other account closure services.

Inventory must be removed within the timeframe specified by Save Rack. Inventory remaining after the termination date may continue to incur storage and handling fees.

10.2 Save Rack-Initiated Termination

Save Rack reserves the right to suspend or terminate services immediately, with or without notice, if it determines that continued service presents an operational, financial, legal, compliance, safety, or business risk.

Circumstances that may result in suspension or termination include, but are not limited to:

Failure to pay invoices or maintain an account in good standing;

Repeated late payments or payment disputes;

Violation of this Agreement, operating procedures, or company policies;

Fraudulent, deceptive, unlawful, or unethical business practices;

Sale, storage, distribution, or fulfillment of counterfeit, infringing, prohibited, restricted, or non-compliant products;

Violation of federal, state, local, or international laws, regulations, or industry requirements;

Misrepresentation of products, inventory, customs information, or business operations;

Excessive operational demands materially different from the scope of services originally quoted or agreed upon;

Abusive, threatening, harassing, discriminatory, or unprofessional conduct directed toward Save Rack personnel, contractors, vendors, or partners;

Any circumstance that, in Save Rack’s sole judgment, creates unreasonable operational disruption, financial risk, legal exposure, or reputational harm.

10.3 Account Closure & Inventory Release

Termination of services does not eliminate the client’s obligation to pay any amounts owed to Save Rack.

Save Rack reserves the right to place the account on hold and withhold the release of inventory until all outstanding balances, including fulfillment fees, storage fees, carrier charges, duties, taxes, late fees, account closure fees, collection costs, and other charges have been paid in full, to the extent permitted by applicable law.

Once all outstanding obligations have been satisfied, Save Rack will coordinate the removal, transfer, pickup, or shipment of the client’s remaining inventory. All costs associated with inventory removal, packaging, palletization, freight, labor, and related services shall be the responsibility of the client.

10.4 Survival of Obligations

Termination, expiration, suspension, or closure of an account shall not affect any rights, remedies, obligations, liabilities, indemnities, payment responsibilities, confidentiality obligations, or limitations of liability that accrued prior to termination or are intended to survive termination of this Agreement.

11. Limitation of Liability

Except in cases of Save Rack's proven gross negligence, willful misconduct, or fraud, Save Rack shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or speculative damages of any kind, including but not limited to:

Lost profits;

Lost sales;

Loss of business opportunities;

Loss of goodwill;

Loss of customers;

Advertising expenses;

Marketplace penalties;

Chargebacks;

Refunds;

Account suspensions;

Loss of seller ratings;

Loss of Buy Box status;

Business interruption;

Loss of data; or

Any other consequential or economic damages.

The Client acknowledges that Save Rack's services are limited solely to warehousing, inventory handling, and fulfillment services, and that Save Rack does not guarantee any particular business, financial, marketplace, or operational results.

The Client must provide written notice of any alleged loss, damage, or claim within thirty (30) calendar days after discovery of the event giving rise to the claim. Failure to provide timely notice shall constitute a waiver of such claim.

Save Rack shall have a reasonable opportunity to investigate any claim, including review of surveillance footage, inventory records, carrier records, system logs, employee statements, audit reports, and other relevant information before any liability determination is made. Save Rack shall use commercially reasonable efforts to complete its investigation within thirty (30) calendar days after receiving all information reasonably necessary to investigate the claim; however, more complex matters may require additional time.

The existence of gross negligence, willful misconduct, or fraud must be established by clear and convincing evidence and may not be presumed solely from the existence of inventory discrepancies, shipment delays, system errors, ordinary negligence, or operational mistakes.

The Client shall first pursue recovery under any applicable insurance policies, carrier claims, or third-party recoveries prior to seeking reimbursement from Save Rack. Any amounts recovered from insurance or third parties shall reduce any liability of Save Rack on a dollar-for-dollar basis.

11.1 Maximum Liability

Except in cases of Save Rack's proven gross negligence, willful misconduct, or fraud, Save Rack's total aggregate liability for any claim, loss, or damages arising out of or relating to this Agreement shall not exceed the lesser of:

(a) the documented replacement cost of the affected Inventory; or

(b) the total fees paid to Save Rack directly relating to the affected Inventory, SKU, shipment, or services giving rise to the claim during the three (3) months immediately preceding the event.

The foregoing limitation applies regardless of the legal theory asserted and regardless of whether the claimed damages arise from inventory loss, shipment errors, service delays, negligence, breach of contract, or any other cause of action.

11.2 Marketplace Chargebacks and Customer Claims

Save Rack shall not be liable for any chargebacks, customer disputes, payment processor disputes, marketplace claims, penalties, account restrictions, account suspensions, seller performance issues, negative reviews, refunds, credits, or other actions taken by:

Amazon;

Walmart;

Shopify;

TikTok Shop;

eBay;

PayPal;

Stripe;

Credit card processors;

Banks;

Carriers; or

Any other third-party platform or service provider.

This includes, without limitation:

Item Not Received claims;

Fraudulent customer disputes;

Product dissatisfaction claims;

A-to-Z claims;

Chargeback losses;

Marketplace performance penalties;

Inventory stockout claims;

Listing suspensions;

Account deactivations; and

Lost future sales.

11.3 Carrier Liability

Save Rack shall not be liable for:

Carrier delays;

Lost packages;

Stolen packages;

Porch piracy;

Misdeliveries;

Customs delays;

Incorrect tracking updates;

Carrier service failures;

Delivery exceptions;

Weather-related delays; or

Any actions taken by shipping carriers.

Save Rack's responsibility for an Order ends upon tendering the shipment to the carrier.

11.4 Technical Systems and Integration Failures

Save Rack utilizes third-party systems, APIs, software platforms, and integrations.

Save Rack shall not be liable for:

Software outages;

WMS interruptions;

API failures;

Data synchronization issues;

Cyberattacks;

Ransomware events;

Internet outages;

Data corruption;

Unauthorized access;

Integration failures; or

Third-party software errors.

The Client acknowledges that uninterrupted operation of software systems cannot be guaranteed.

11.5 Inventory Variances and Shrinkage

The Client acknowledges that minor inventory discrepancies may occur in normal warehouse operations.

Minor inventory variances, shrinkage, scanning discrepancies, manufacturer shortages, concealed shortages, counting differences, misplaced units, and other commercially reasonable operational variances shall not automatically constitute negligence by Save Rack.

Inventory variances of up to one-half of one percent (0.5%) annually shall be deemed commercially reasonable and shall not give rise to liability unless caused by Save Rack's gross negligence or willful misconduct.

11.6 Product Liability

Save Rack does not manufacture, formulate, inspect, authenticate, test, or certify any products stored or fulfilled on behalf of the Client.

Save Rack shall not be liable for:

Product defects;

Product recalls;

Product contamination;

Mislabeling;

Counterfeit claims;

Regulatory violations;

Consumer injuries;

Intellectual property disputes; or

Any damages arising from the products themselves.

11.7 Force Majeure

Save Rack shall not be liable for delays, damages, losses, or service interruptions caused by events beyond its reasonable control, including but not limited to:

Hurricanes;

Floods;

Fires;

Tornadoes;

Natural disasters;

Pandemics;

Labor shortages;

Utility failures;

Internet outages;

Cyber incidents;

Government actions;

Customs actions;

Carrier disruptions;

Port congestion;

Strikes;

Civil unrest;

Terrorism; or

Any other force majeure event.

11.8 No Guarantee of Business Results

Save Rack makes no warranty or guarantee regarding:

Sales performance;

Marketplace rankings;

Delivery times;

Customer satisfaction;

Product demand;

Business growth;

Inventory turnover;

Carrier performance; or

Any specific financial results.

11.9 Claims Deadline

Any claim against Save Rack relating to inventory, shipments, services, or alleged damages must be submitted in writing within seven (7) calendar days after discovery of the event giving rise to the claim, or within thirty (30) calendar days after the event occurred, whichever occurs first.

Failure to provide timely notice shall constitute a complete waiver of such claim.

11.10 Exclusive Remedy

The remedies set forth in this Agreement are the Client's sole and exclusive remedies against Save Rack.

No action arising out of this Agreement may be brought more than one (1) year after the cause of action accrues.

11.11 Gross Negligence Standard

Save Rack shall only be liable for losses directly caused by Save Rack's proven gross negligence or willful misconduct.

Simple negligence, ordinary operational errors, isolated mistakes, human error, software issues, or commercially reasonable inventory variances shall not create liability.

12. Governing Law; Venue; Jurisdiction

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

The parties agree that any claim, dispute, action, lawsuit, proceeding, or cause of action arising out of or relating to this Agreement, the services provided by Save Rack, the parties' business relationship, or any transactions contemplated herein shall be brought exclusively in the state courts located in Polk County, Florida, or, if federal jurisdiction exists, in the United States District Court having jurisdiction over Polk County, Florida.

The Client irrevocably submits to the exclusive jurisdiction and venue of such courts and expressly waives any objection based upon lack of personal jurisdiction, improper venue, forum non conveniens, or any similar doctrine.

The Client further agrees that Polk County, Florida is a convenient forum for the resolution of any disputes and waives any right to seek transfer of any action to another jurisdiction.

Nothing contained herein shall prevent Save Rack from seeking injunctive relief, collection remedies, enforcement of warehouseman's lien rights, or other equitable relief in any jurisdiction where such relief may be necessary to protect Save Rack's rights or property.

Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES PROVIDED BY SAVE RACK.

Arbitration

Prior to commencing litigation, the parties shall first attempt in good faith to resolve any dispute through informal negotiations.

Any dispute, controversy, or claim arising out of or relating to this Agreement that cannot be resolved through informal negotiations shall be resolved by binding arbitration administered in Polk County, Florida, in accordance with the rules of the American Arbitration Association then in effect.

Judgment upon the arbitration award may be entered in any court having jurisdiction thereof.

Each party shall bear its own attorneys' fees and costs unless otherwise awarded by the arbitrator or required by applicable law.

13. Confidentiality

The Client acknowledges that, during the course of the parties' relationship, it may obtain access to confidential, proprietary, and non-public information relating to Save Rack, its affiliates, employees, contractors, vendors, systems, processes, software, pricing, clients, and business operations ("Confidential Information").

Confidential Information includes, without limitation:

Pricing, quotes, and fee structures;

Warehouse procedures and standard operating procedures;

Software systems and workflows;

Warehouse layouts and operational methods;

Business strategies and financial information;

Client lists and customer information;

Proprietary technology, reports, and documentation;

Information relating to other Save Rack clients, their inventory, products, operations, or business activities; and

Any information reasonably understood to be confidential or proprietary.

The Client agrees to:

(a) maintain the confidentiality of all Confidential Information;

(b) use Confidential Information solely for purposes of utilizing Save Rack's services;

(c) not disclose Confidential Information to any third party without Save Rack's prior written consent; and

(d) take reasonable measures to protect Confidential Information from unauthorized access, use, or disclosure.

The obligations contained in this section shall survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets and other information protected under applicable law, which shall remain confidential for as long as permitted by law.

Nothing in this Agreement shall permit the Client to obtain, use, disclose, photograph, record, copy, or distribute information relating to other Save Rack clients, their products, inventory, pricing, or business operations.

13.1 Confidentiality of Client Information and Inventory

The Client acknowledges that Save Rack provides warehousing and fulfillment services to numerous clients and, in the course of providing services, may store inventory, products, packaging, documentation, pricing information, and other confidential business information belonging to multiple parties.

Save Rack shall use commercially reasonable efforts to maintain the confidentiality and security of Client information and inventory and shall not intentionally disclose the Client's non-public information to third parties except:

(a) as necessary to perform services under this Agreement;

(b) to carriers, service providers, software providers, contractors, or professional advisors who require such information in connection with providing services;

(c) as required by law, court order, subpoena, governmental request, regulatory authority, or legal process; or

(d) with the Client's prior written consent.

Likewise, the Client agrees that any information it may obtain regarding Save Rack's operations or other clients, including but not limited to products, inventory, packaging, business operations, pricing, customer information, trade secrets, or proprietary information, shall be considered confidential and shall not be disclosed, copied, photographed, recorded, used for competitive purposes, or otherwise distributed without prior written consent.

Save Rack does not guarantee absolute confidentiality or security and shall not be liable for unauthorized disclosures resulting from cyber incidents, criminal acts, governmental actions, carrier actions, third-party conduct, or other events beyond Save Rack's reasonable control.

Nothing contained herein shall prohibit Save Rack from utilizing aggregated, anonymized, or non-identifiable operational data for internal business purposes, analytics, reporting, operational improvements, marketing materials, or benchmarking purposes, provided that no individual Client or Client information is specifically identified.

13.2 Client References and Marketing Use

From time to time, Save Rack's sales team may receive requests from prospective clients seeking business references regarding Save Rack's services.

In such cases, Save Rack may provide the Client's company website and general business contact email address solely for reference purposes. The Client is under no obligation to respond to any inquiries, emails, or reference requests and may choose, in its sole discretion, whether to provide any feedback or information.

The Client may opt out of being used as a business reference at any time by providing written notice to Save Rack, after which Save Rack will no longer provide the Client's information for future reference requests.

Save Rack shall not disclose any non-public information, pricing information, order volumes, personal contact information, or other confidential information without the Client's prior written consent.

13.3 Non-Solicitation of Employees and Contractors

During the term of this Agreement and for a period of twenty-four (24) months following its termination or expiration, the Client shall not, directly or indirectly:

solicit for employment;

hire;

engage as an independent contractor;

induce to leave employment;

recruit; or

otherwise retain

any employee, manager, contractor, consultant, warehouse worker, account manager, or representative of Save Rack with whom the Client had contact or became aware of through the parties' business relationship.

The foregoing restriction shall apply regardless of whether such person voluntarily terminates their relationship with Save Rack.

In the event of a violation of this provision, the Client agrees that Save Rack shall suffer substantial damages that may be difficult to quantify. Accordingly, the Client agrees to pay liquidated damages equal to the greater of:

(a) Fifty Thousand Dollars ($50,000); or

(b) one hundred percent (100%) of the affected individual's annual compensation, including salary, bonuses, commissions, and benefits.

The parties acknowledge that such amount constitutes a reasonable estimate of damages and is not intended as a penalty.

Save Rack shall also be entitled to seek injunctive relief and any other remedies available under applicable law.

13.4 Non-Circumvention

The Client shall not directly or indirectly circumvent Save Rack by soliciting, contracting with, or attempting to obtain services from Save Rack's employees, contractors, vendors, carriers, technology providers, or business partners introduced through Save Rack's services for the purpose of avoiding fees or otherwise bypassing Save Rack.

The Client further agrees not to use information obtained through Save Rack to compete with Save Rack or interfere with Save Rack's business relationships.

14. Electronic Signatures

The parties agree that this Agreement, any related fulfillment agreement, pricing agreement, onboarding documents, authorization forms, amendments, notices, approvals, and other related documents may be executed and delivered electronically.

Electronic signatures, including signatures executed through electronic signature platforms, digital acceptance, email confirmations, electronic checkboxes, online account acceptance, or other electronic methods of assent, shall be deemed valid, binding, and enforceable to the fullest extent permitted by applicable law and shall have the same legal force and effect as original handwritten signatures.

The parties further agree that electronically stored copies of this Agreement and any electronically executed documents shall be admissible in any legal, administrative, or arbitration proceeding and shall be treated as originals for all purposes.

Notwithstanding the foregoing, either party may request that this Agreement or any related document be executed using original handwritten ("wet ink") signatures. Any Agreement executed by wet ink signatures shall be equally valid, binding, and enforceable.

15. Communications Consent

The Client acknowledges and agrees that Save Rack may communicate information relating to the Client's account, inventory, orders, shipments, pricing, invoices, payment information, operational matters, confidential business information, and other services provided under this Agreement through various communication channels approved by Save Rack and the Client.

Authorized communication channels may include, but are not limited to:

Email

WhatsApp

Slack

Telegram

SMS/Text Messaging

WMS Notifications

Project Management Platforms

Customer Support Platforms

Video Conferencing Platforms

Other electronic communication methods utilized by the parties

The Client acknowledges that certain communication channels may include multiple participants, including Save Rack employees, contractors, account managers, warehouse personnel, customer support representatives, technology providers, and other individuals reasonably involved in providing services to the Client.

The Client further acknowledges that it may add, invite, authorize, or permit its employees, owners, representatives, agents, contractors, consultants, affiliates, or other third parties to participate in such communication channels.

By participating in or authorizing the use of such communication channels, the Client expressly consents to Save Rack communicating confidential information relating to the Client's account, including but not limited to:

Inventory information;

Order information;

Shipment information;

Pricing and billing information;

Account status;

Operational updates;

Service-related communications;

Product information;

Support requests; and

Other information reasonably necessary for the provision of services.

The Client is solely responsible for managing access to its communication channels and for ensuring that only authorized individuals are permitted to receive information relating to the Client's account.

The Client assumes full responsibility for the acts, omissions, disclosures, forwarding, retention, misuse, or unauthorized sharing of information by any person that the Client adds, authorizes, permits, or allows access to such communication channels.

Save Rack shall not be liable for any disclosure of information resulting from:

(a) the Client's addition of unauthorized individuals to communication channels;

(b) compromised email accounts, messaging accounts, devices, passwords, or user credentials controlled by the Client;

(c) forwarding, sharing, screenshots, downloads, recordings, or disclosures made by the Client or its representatives;

(d) communication through channels expressly authorized or utilized by the Client; or

(e) cyber incidents, account compromises, or other events outside of Save Rack's reasonable control.

Communications transmitted through authorized communication channels shall constitute valid written communications and notices under this Agreement unless this Agreement expressly requires a different form of notice.

The Client may request removal of individuals from communication channels or request alternative communication methods by providing written notice to Save Rack. The Client further agrees to promptly notify Save Rack of any unauthorized access, personnel changes, security concerns, or modifications to authorized recipients.

16. Indemnification

The Client agrees to defend, indemnify, and hold harmless Save Rack, its owners, members, managers, officers, employees, contractors, agents, affiliates, successors, and assigns (collectively, the "Save Rack Parties") from and against any and all claims, demands, actions, lawsuits, investigations, liabilities, damages, losses, judgments, settlements, penalties, fines, recalls, costs, and expenses, including reasonable attorneys' fees and legal expenses, arising out of or relating to:

(a) the Client's products, inventory, or business operations;

(b) any alleged defect, contamination, adulteration, mislabeling, misbranding, expiration, recall, or unsafe condition of the Client's products;

(c) bodily injury, death, property damage, consumer complaints, or product liability claims relating to the Client's products;

(d) any violation of federal, state, local, or international laws, regulations, permits, or governmental requirements applicable to the Client's products or business;

(e) alleged trademark infringement, copyright infringement, patent infringement, counterfeit products, intellectual property disputes, or other proprietary rights claims;

(f) inaccurate, incomplete, misleading, or unlawful product information, marketing claims, labeling, instructions, ingredients, warnings, customs declarations, or representations made by the Client;

(g) recalls, stop-sale orders, embargoes, quarantines, seizures, governmental investigations, or regulatory enforcement actions relating to the Client's products;

(h) customer chargebacks, refunds, marketplace disputes, A-to-Z claims, payment disputes, account suspensions, negative reviews, seller performance issues, or marketplace penalties;

(i) taxes, customs duties, tariffs, import restrictions, brokerage fees, governmental charges, or international shipping compliance issues;

(j) hazardous materials, restricted products, prohibited items, or regulated goods delivered to Save Rack;

(k) acts or omissions of the Client, its employees, agents, contractors, suppliers, manufacturers, customers, or service providers;

(l) any breach of this Agreement, representations, warranties, or obligations by the Client; or

(m) any claim brought by a third party arising from or relating to the Client's inventory, products, services, business operations, or instructions provided to Save Rack.

The Client's indemnification obligations shall apply regardless of whether Save Rack is named as a party to such claim and shall include reimbursement for all costs incurred by Save Rack in responding to, defending against, investigating, settling, or otherwise addressing such matters.

Notwithstanding the foregoing, the Client shall have no obligation to indemnify Save Rack to the extent that a final non-appealable court order determines that the claim was directly caused solely by Save Rack's proven gross negligence, willful misconduct, or fraud.

The obligations contained in this Section shall survive expiration or termination of this Agreement and shall remain in full force and effect thereafter.

Product Recalls

If any product recall, market withdrawal, stop-sale order, quarantine, seizure, governmental action, or customer safety issue arises relating to the Client's products, Save Rack may immediately suspend fulfillment, quarantine inventory, refuse further shipments, or take any action reasonably necessary to protect its operations and comply with applicable laws.

All labor, storage, disposal, shipping, handling, administrative expenses, legal fees, and other costs incurred by Save Rack in connection with such actions shall be the sole responsibility of the Client.

17. Binding Agreement and Authorized Representation

The Client represents and warrants that the individual executing this Agreement, creating an account, integrating systems, submitting inventory, or otherwise engaging Save Rack's services has full legal authority to act on behalf of and legally bind the company, organization, or entity represented. The Client further acknowledges that this Agreement constitutes a legally binding contract and enforceable obligation between the parties.

The Client agrees that any false, misleading, unauthorized, forged, fraudulent, or misrepresented information, documentation, signatures, corporate authority, ownership information, or other records provided to Save Rack may constitute fraud and may subject the responsible party to termination of services, financial liability, civil remedies, and any other rights or legal actions available under applicable law.

By signing this Agreement or otherwise utilizing Save Rack's services, the Client acknowledges and agrees that this Agreement is intended to create a legally binding relationship and that the parties shall be bound by all terms, conditions, obligations, limitations of liability, payment obligations, and other provisions contained herein.

This Fulfillment Agreement shall become effective upon the earlier of: (i) execution by the Client, (ii) the creation of a Save Rack account, (iii) completion of a store, marketplace, API, or software integration with Save Rack, (iv) the shipment or delivery of inventory to Save Rack's facility, or (v) the use of any fulfillment, warehousing, shipping, storage, or related services provided by Save Rack. By taking any of the foregoing actions, the Client acknowledges and agrees to be legally bound by all terms and conditions of this Agreement, regardless of whether a physical or electronic signature has been provided.

18. Acknowledgment

By signing this Agreement, creating an account, integrating systems, shipping inventory to Save Rack, or utilizing any services provided by Save Rack, the Client acknowledges that they have read, understood, and agree to be legally bound by all terms and conditions contained herein. The individual signing below represents and warrants that they are duly authorized to execute this Agreement and legally bind the Client entity.

IN WITNESS WHEREOF, the parties have executed this Fulfillment Agreement as of the dates set forth below.