Last updated: February 13th, 2026

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1. Scope and Acceptance

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These Terms and Conditions (“Terms”) govern all warehousing, storage, fulfillment, handling, and related logistics services (“Services”) provided by Advanced Warehouse, Inc. (“AWI”).

If a separate written agreement exists, it shall control. Otherwise, these Terms apply in full.

Tender of goods, transmission of orders, or use of Services constitutes full acceptance of these Terms.

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2. Receiving of Goods

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2.1 Client Responsibility

Client is solely responsible for ensuring that all goods:

• Are properly packaged, labeled, and barcoded

• Include accurate and complete documentation

• Contain all required operational data (SKU, UPC, lot, expiration, etc.)

AWI relies entirely on Client-provided data and assumes no obligation to verify accuracy.

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2.2 “Said to Contain” / No Verification

All goods are received:

• “Said to contain”

• Based on external packaging and documentation only

AWI does not:

• Verify SKU count

• Open cartons

• Confirm internal quantities

Any discrepancy between actual contents and documentation is Client’s sole responsibility.

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2.3 Pallet-Level Accountability

Where goods are tendered palletized, sealed, or pre-packed:

• AWI responsibility is limited to handling of such units only

• AWI is not responsible for internal shortages, damages, or mis-packs

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2.4 Non-Conforming Goods

Goods shall be deemed Non-Conforming if:

• Improperly labeled or packaged

• Missing data

• Inconsistent with documentation

AWI may, at its sole discretion:

• Reject goods

• Delay processing

• Rework, relabel, reprocess, or manually handle goods

All corrective actions are billable at AWI’s standard or premium rates, without prior approval if required to maintain operations.

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2.5 No Waiver

Acceptance or processing of Non-Conforming Goods:

• Does not waive Client obligations

• Does not establish future acceptance standards

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2.6 Hazardous & Restricted Goods

Client warrants that goods:

• Are not hazardous, dangerous, or regulated

• Will not cause damage to facility, personnel, or other goods

AWI may refuse or dispose of such goods at Client’s expense.

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3. Inventory Handling & Control

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3.1 System of Record

AWI’s warehouse management system (WMS) shall be the sole system of record for:

• Inventory balances

• Transactions

• Movement history

Client records are not controlling in any dispute.

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3.2 Inventory Variance

Client acknowledges that:

• Minor discrepancies are inherent in warehouse operations

• Cycle counts are not continuous or exhaustive

AWI shall not be liable for:

• Shrinkage

• Variances

• Mis-shipments

Unless:

• Caused solely by AWI

• AND exceeding defined thresholds below

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3.3 Threshold for Liability / Chargebacks

No claims, penalties, or chargebacks shall apply unless:

• Errors exceed 5% of total activity volume in a given period

• Supported by verifiable data

• AWI is given opportunity to investigate and cure

This applies to:

• Inventory discrepancies

• Fulfillment errors

• Shipping issues

 

3.4 Cycle Counts & Audits

• All counts beyond standard receiving are billable services

• Client-requested audits require scheduling and fees

• AWI personnel time is chargeable

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4. Outbound Fulfillment & Shipping (AGGRESSIVE)

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4.1 Order Processing

AWI processes orders based solely on:

• Data transmitted by Client systems

• Instructions provided at time of order

AWI is not responsible for:

• Incorrect order data

• Duplicate orders

• Address errors

• Customer-level requirements not communicated in writing

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4.2 No Guarantee of Delivery or SLA

• All timelines are targets, not guarantees

• Performance may vary based on volume, labor, system, or external constraints

Failure to meet target timelines does not create liability.

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4.3 Carrier Responsibility

All transportation is performed by third-party carriers.

AWI is not liable for:

• Transit delays

• Lost packages

• Delivery failures

• Damage in transit

AWI will assist with claims as a courtesy only.

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4.4 Mis-Shipments

If goods are mis-shipped:

• AWI liability is limited to Section 7 caps

• If goods are not recoverable, liability remains limited

No additional damages apply.

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4.5 Packaging & Presentation

Unless explicitly agreed:

• AWI uses standard packaging methods

• AWI is not responsible for retail compliance, branding, or presentation

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5. Storage and Movement

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AWI may:

• Store goods in any location within its network

• Move goods without notice

Storage conditions are standard commercial conditions only (no humidity/temperature control unless agreed).

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6. Charges, Payment, and Enforcement

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6.1 Payment Terms

• Net 14 days

• No offset or withholding except disputed line items

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6.2 Late Payment Penalties

• 5% late fee or $100 minimum

• 1.5% monthly interest

• Collection and legal costs recoverable

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6.3 Suspension Rights

AWI may immediately:

• Suspend services

• Hold shipments

• Refuse release of goods

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7. Warehouse Lien

AWI holds a first priority lien on all goods for:

• All current and past due charges

• Costs of preservation, handling, and sale

AWI may:

• Retain goods

• Sell goods (public or private sale)

Proceeds applied to outstanding balances.

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8. Limitation of Liability

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8.1 Standard of Care

AWI is not an insurer and is only liable for failure to exercise reasonable care.

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8.2 Maximum Liability

AWI liability is limited to the lowest of:

• Replacement cost

• Fair market value

• $0.50 per pound

• $50,000 per occurrence

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8.3 Excluded Damages

No liability for:

• Lost profits

• Business interruption

• Market loss

• Indirect or consequential damages

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8.4 Exclusive Remedy

These limitations are Client’s sole and exclusive remedy.

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9. Claims

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• Must be submitted within 30 days

• Must allow inspection

• Failure = full waiver of claim

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10. Insurance

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Client must maintain:

• Property insurance

• Cargo insurance

AWI provides no insurance coverage.

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11. Removal, Default, and Disposal

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Failure to:

• Pay invoices

• Remove goods

May result in:

• Default

• Sale or disposal of goods

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12. Force Majeure

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No liability for events beyond AWI control, including:

• Natural disasters

• Labor issues

• Government actions

• Carrier disruptions

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13. Governing Law

These Terms are governed by the laws of New Jersey.