Terms of Service
Shipping Bros Agreement 2025
Shipping Bros LLC dba Shipping Bros Terms and Conditions
These Shipping Bros LLC dba Shipping Bros Terms and Conditions apply to all services supplied
by and between Shipping Bros LLC, a Arkansas corporation. Shipping Bros LLC DBA Shipping
Bros on the one hand to the “Customer” on the other hand. Shipping Bros and Shipping Bros
LLC will be used interchangeably for the purposes of this agreement.
This agreement contains the terms and conditions that govern the Customer’s use of Shipping
Bros services and its relationship with Shipping Bros. When the Customer asks Shipping Bros
to supply any service to it, the customer and any business the customer represents agrees to
be bound by these terms and conditions.
1. Definitions and interpretation
1.1 In this document:
(a) Agreement means the Shipping Bros Terms and Conditions and any and all exhibits and
schedules referred to herein.
(b) Amazon means Amazon.com, Inc.
(c) Amazon Fulfillment Centers means the fulfillment centers operated by Amazon in the
United States of America.
(d) Business Day means any day other than a Saturday or Sunday or a federal or state
government holiday observed in the State of Arkansas.
(e) Confidential information means information which is or has been directly or indirectly
disclosed by one party (“Discloser”) to the other party (“Recipient”) in connection with
this Agreement pertaining to any one or more of the following, as applicable:
(i) matters pertaining to Intellectual Property; and
(ii) information concerning any Products that are not in the public domain and for which
disclosure is not required in accordance herewith or under Applicable Requirements (as set out
in clause 3.1) or other applicable law.
But, in the case of clause (i) and (ii), does not include any information which is:
(iii) in the public domain;
(iv) information that was independently and lawfully acquired or developed by the Recipient,
without any breach of any obligation owed by the Discloser to any third party; or
(v) required by law to be disclosed by the Recipient; provided, however, that the Recipient shall
give timely notice to the Discloser in order that the Discloser may take such efforts as Discloser
may deem reasonably appropriate to protect its interests.
(f) Customer means the party to which or for whom Shipping Bros provides Services in
accordance with this Agreement.
(g) Force Majeure Event means any event arising which is beyond the reasonable control of
the affected party, including acts, events, omissions or accidents beyond its reasonable
control, including, without limitation, strikes, lock-outs or other industrial disputes
(whether involving the workforce of a party to this Agreement or any other party),
failure of a utility service or transport or telecommunications network, act of God, war,
riot, civil commotion, malicious damage, compliance with any law or governmental
order, rule, regulation or direction, accident, breakdown of plant or machinery, fire,
flood, storm, earthquake, pandemic or default of one or more of Shipping Bros'
suppliers or sub-contractors.
(h) Intellectual Property means all intellectual property rights wherever in the world
arising, whether registered or unregistered (and including any application), including
copyright, know-how, Confidential Information, trade secrets, business names and
domain names, trademarks, service marks, trade names, patents, vendor lists, customer
lists, fulfillment processes, specifications, design rights, software and processes and
database rights.
(i) Products means Customer’s products which are imported into the United States of
America or manufactured in the United States of America and shipped to Shipping Bros
for repackaging, preparation, relabeling, and redistribution anywhere.
(j) Services means any services supplied by Shipping Bros to Customer, including, without
limitation, the services associated with receiving Customer’s Products from any person
(including freight forwarders and customs agents), relabeling Products with Customer’s
labels, preparing Customer’s packaging, storage services and arranging for Products to
be redelivered anywhere, but does not include Third Party Services.
(k) Third Party Services means services which are arranged by Customer, or on behalf of
Customer, including, without limitation, importation and customs clearance, inbound
and outbound freight, distribution to consumers, advice on compliance, packaging and
labeling, product sourcing, product testing and/or any and all other services not
expressly stated in a Work Order (as defined below) signed by Shipping Bros.
(l) Work Order means a request for services setting out work to be completed by Shipping
Bros, which is prepared by Shipping Bros and agreed to in writing (whether by email, fax
or otherwise) by Customer.
(m) Shipping Bros means Shipping Bros LLC DBA Shipping Bros, a Arkansas limited liability
company.
(n) “Landed Cost” means the actual cost incurred by Customer to acquire Goods and
deliver them to Shipping Bros’ facility, including purchase price, freight, duties, and
taxes, but excluding resale margin.
(o) “Warehouseman’s Lien” means Shipping Bros’ statutory lien rights under applicable law
until payment of undisputed sums is received.
(p) “Expedited Processing” means prioritized handling of orders requested in writing by
Customer and accepted by Shipping Bros at additional fees as agreed in writing.
2. Services; Payment Terms
2.1 Shipping Bros will supply Customer with only those Services that are specified in the
applicable Work Order for Customer as requested by the Customer in writing in a Work Order.
2.2 Except as may otherwise be specified in a Work Order, Services are limited to services for
Products that are shipped by, or on behalf of, Customer to Shipping Bros' facilities and from
such facilities to any location in the United States of America.
2.3 Customer agrees to pay:
(a) Shipping Bros' then current service and storage fees, as the same are set forth in the
applicable Work Order;
(b) all costs incurred to ship Customer’s Products to and from Shipping Bros' facilities, from one
Shipping Bros warehouse to another Shipping Bros location, any third party provider, and the
relevant parties (i.e. Amazon, carriers, etc.), including, but not limited to, all associated duties,
levies, taxes, costs of freight and transit insurance, if any;
(c) any customs or excise duties or taxes or other charges which are charged to Shipping Bros in
connection with the Products and the Services rendered hereunder;
(d) any other charges made by Shipping Bros for Services as reflected in the applicable Work
Order or as may be approved in writing between Shipping Bros and Customer;
(e) such additional amounts as are set forth in Section 2.4 hereof; and
(f) any other third-party charges for costs incurred by Shipping Bros in rendering Services under
this Agreement.
(g) Dead Storage Fees: Dead storage fees will be applicable if no shipments are made within
eight (8) weeks of the customer’s goods being received at Shipping Bros, unless otherwise
specified in the applicable work order or agreed in writing by both the customer and Shipping
Bros. These fees will increase by $100 per month if no shipments are made thereafter.
2.4 The price due for Services and other charges, as provided for in Section 2.3 hereof, shall be
due in full within seven (7) Business Days of the date of invoice. In the event that an amount
due to Shipping Bros is not paid when due (as set forth in the immediately preceding sentence
of this Section 2.4), then services will cease and the late amount shall bear simple interest at
the rate of twenty percent (50.0%) per annum, retroactive to the corresponding invoice date;
provided, however, that in no event shall interest charged exceed the maximum amount
permitted under applicable law. In no event shall Customer be responsible for any income tax
associated with the sale of Services (or any goods) by Shipping Bros to Customer. A service
charge will be charged to Customer for each returned check, such charge to be in an amount
equal to the bank charge incurred by Shipping Bros as a result of each such returned check.
Customer will provide a credit card number, deposit, or bank account and routing number to
Shipping Bros to be charged in the total amount of the invoice when due.
2.5 Disputed Carrier Charges
In the event that a carrier charge appears to be incorrect, the customer shall be required to pay
the invoice in full as presented. We will initiate an investigation with the carrier to resolve the
discrepancy. If the carrier confirms that an adjustment is necessary, we will credit the
customer's account accordingly. Payment of the invoice shall remain due by the original due
date, regardless of any pending investigations or adjustments.
2.6 Suspension of Services for Non-Payment
If full payment is not received within twenty-four (24) hours after the due date stated on the
invoice, Shipping Bros reserves the right to immediately suspend all shipping and related
fulfillment services until payment is received in full. Customer acknowledges and agrees that
such suspension shall not constitute a breach of this Agreement by Shipping Bros. During the
suspension period, any delays, fees, or losses incurred shall be the sole responsibility of the
Customer.
3. Obligations of Customer
3.1 Customer hereby ensures, at its own cost, and represents and warrants, that all Products
are:
(a) imported into the United States with proper and complete documentation with Customer
listed as the importer/consignee;
(b) compliant with United States federal and state laws in all respects, including providing test
reports from internationally accredited testing laboratories, where necessary, to ensure
compliance with FDA and FTC requirements, as may be applicable, as well as any and all other
applicable state, federal, and/or local laws and regulations governing the import, export, sale
and distribution of the Products (collectively, “Applicable Requirements”);
(c) not illegal substances; and
(d) described on all packaging in accordance with all Applicable Requirements.
3.2 Customer represents and warrants that:
(a) it has the full right, power, and authority to enter into this Agreement;
(b) it has no agreements, relationships, or commitments to any other person or entity that
prevent Customer from complying with its obligations to Shipping Bros hereunder;
(c) Customer will comply with all Applicable Requirements and all other applicable state,
federal, and/or local laws and regulations, except for instances where the failure to comply
would not have a material adverse effect on Shipping Bros; and
(d) For the avoidance of doubt, Shipping Bros reserves the right to test Products without notice
to Customer and may inform enforcement authorities and disclose information concerning
Customer and/or the Products in instances where it reasonably believes that (i) Customer has
not complied with Applicable Requirements or (ii) Shipping Bros is required to take any such
action or actions.
4. Returns
4.1 If Products are mislabeled, undeliverable or cannot be distributed within the United States
of America for any reason, Shipping Bros may, at Customer’s expense, return all or some
portion of the Products to Customer. Notwithstanding, Customer shall be responsible for all
charges for Services rendered by Shipping Bros with respect to any returned Products.
5. Intellectual Property
5.1 Subject to the provisions of this clause, nothing in this Agreement shall operate to transfer
or assign any Intellectual Property rights of any kind (including copyright, designs, trademarks,
patents or other rights) from one party to the other.
5.2 Customer grants to Shipping Bros a non-assignable, non-exclusive limited license to use
Customer’s Intellectual Property, as may be reasonably necessary solely for the purposes of
carrying out the Services.
5.3 This Section 5 shall survive the termination of this Agreement.
6. Confidentiality
6.1 Each party will keep confidential, treat as privileged, and not directly or indirectly make any
disclosure to any third party, or use without the consent of the other party, any Confidential
Information directly or indirectly obtained from the other during the course of this Agreement,
except to the extent necessary to carry out the Services.
6.2 This Section 6 shall survive the termination of this Agreement.
7. Limitation of Liability; Indemnification
7.1 LIMITATION OF LIABILITY. CUSTOMER’S AND Shipping Bros’ LIABILITY SHALL BE LIMITED TO
ACTUAL DAMAGES CLAIMED BY THE PREVAILING PARTY AND, IN NO EVENT SHALL THE NON-
PREVAILING PARTY BE RESPONSIBLE FOR ANY LOST PROFITS, INDIRECT, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTIONS,
WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR
OTHERWISE, EVEN IF THE NON-PREVAILING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL LIMIT CUSTOMER’S
INDEMNIFICATION OBLIGATIONS TO Shipping Bros UNDER SECTION 7.4 HEREOF. IN NO EVENT
SHALL Shipping Bros' LIABILITY TO CUSTOMER EXCEED THE AMOUNT OF ITS CHARGES TO
CUSTOMER FOR SERVICES HEREUNDER. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS
SECTION 7.1 IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE, THE
ECONOMIC TERMS OF THE AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
7.2 Shipping Bros will not under any circumstances be liable to Customer for any Third Party
Services or for any loss or damage to Customer caused by a provider of Third Party Services,
including carriers, even if Shipping Bros has arranged or facilitated those services on behalf of
Customer. Customer agrees that it will be bound by the terms and conditions of the Third Party
Service provider, as well as the terms of this Agreement.
7.3 For the avoidance of doubt nothing in this Section 7 shall be deemed to limit Customer’s
liability to the Shipping Bros for amounts due based on Services rendered, charges incurred and
other amounts due consistent with Section 2 hereof.
7.4 Customer shall indemnify, defend, and hold harmless Shipping Bros, its affiliates,
successors, assigns, directors, officers, employees and attorneys of the foregoing from and
against and in respect of any and all third-party claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries, and deficiencies, including interest, taxes, penalties
and reasonable attorneys' fees, that Shipping Bros shall incur or suffer, that directly or
indirectly arise, result from, or relate to (i) the breach of, or failure by Customer, or anyone
acting on its behalf, to perform, any of Customer’s representations, warranties, covenants, or
agreements in this Agreement or in any schedule, certificate, exhibit, Work Order, or other
instrument furnished or to be furnished by the parties under this Agreement, (ii) any negligent,
reckless or intentionally wrongful act of Customer or anyone acting on its behalf, (iii) the
performance of any and all Third-Party Services, (iv) any acts or omissions by Customer or its
officers, directors, managers, employees, agents or representatives or (v) any costs or expenses
arising from the Products, product compliance, product recalls, sales or marketing
representations, investigations/audits by government regulatory agencies, Customer’s sub-
contractors or representatives, and/or third-party claims (including but not limited to claims or
actions by Amazon, its customers, or carriers). Shipping Bros shall promptly notify the Customer
of the existence of any claim, demand, or other matter to which Customer’s indemnification
obligations would apply, and shall give the Customer a reasonable opportunity to defend the
same at the Customer’s own expense and with counsel of its own selection; provided that
Shipping Bros shall at all times also have the right to fully participate in the defense at Shipping
Bros' own expense. If the Customer shall, within a reasonable time after this notice, fail to take
prompt steps to defend, Shipping Bros shall have the right, but not the obligation, to undertake
the defense of, and to compromise or settle (exercising reasonable business judgment), the
claim or other matter on behalf, for the account, and at the risk, of the Customer. If the claim is
one that cannot by its nature be defended solely by the Customer (including, without limitation,
any federal or state tax proceeding), then Shipping Bros shall make available all information and
assistance that the Customer may reasonably request, at the Customer’s expense.
7.5 This Section 7 shall survive the termination of this Agreement.
8. Liens
8.1 Security Interest. Customer hereby grants Shipping Bros a security interest in the Products,
including the Products in the condition delivered to Shipping Bros and in their condition based
on the rendering of Services hereunder, as well as any proceeds of such Products (together
known as the "Collateral"), such security interest being deemed made and affirmed at the time
that Customer acquires an interest in the Collateral. The Collateral may be sold by Customer in
the normal course of its business so long as Customer is not in material breach of the terms of
the Agreement. Shipping Bros shall be deemed to have all of the rights of a secured party as
provided under the Uniform Commercial Code as in effect in the State of Arkansas, as well as
other applicable law. Shipping Bros, in its sole discretion, may file a UCC-1 Financing Statement
(the "Financing Statement") which reflects Shipping Bros' security interest in the Collateral and
the proceeds thereof, which Financing Statement may be filed by Shipping Bros with the
Arkansas Secretary of State and/or with other appropriate government offices (of other states
or jurisdictions as applicable). Customer shall take such necessary or appropriate action as may
be requested by Shipping Bros in connection therewith.
8.2 Warehouseman’s Lien. Customer hereby grants Shipping Bros a warehouseman’s lien in the
Collateral, consistent with Section 7-209 of the Arkansas Commercial Code, in order to provide
for payment of any charges for storage of the Products, as well as transportation, insurance and
such other matters permitted under Section 7-209.
9. Pricing
9.1 Shipping Bros reserves the right to adjust its pricing for any and all services it offers at any
time for any reason.
9.2 It is possible pricing will be adjusted in accordance with the specifications, requirements,
and/or needs of customer as Shipping Bros staff becomes more familiar with customer’s goods,
including, but not limited to, palletization, small parcel preparation, packing and/or shipping
material requirements, storing, labeling, and any other specifications and/or needs required for
handling, storing, preparing, or shipping customer’s goods as specified in applicable work order.
10. Force Majeure
10.1 If Shipping Bros' delivery or performance is delayed by a Force Majeure Event, then
Customer shall have the right to terminate or extend any Work Order, in whole or in part, by
providing written notice to Shipping Bros. In such case, Shipping Bros shall not have any liability
associated therewith. If Customer’s requirements are impacted by a Force Majeure Event,
which is beyond reasonable control of Customer and which could not have reasonably been
foreseen by Customer, then Customer may terminate or reschedule any Work Order or
terminate this Agreement without any extra compensation to Shipping Bros, except that
Customer shall pay for all Services rendered through the time of termination, as well as all
charges incurred and other amounts due in accordance with Section 2 hereof.
11. Termination
11.1 The term of this Agreement shall commence on the acceptance by Shipping Bros of a Work
Order supplied by the Customer, verbal, digital, or otherwise, and shall continue through the
progress of subsequent Work Orders (the "Term"), unless earlier terminated in accordance with
Section 11.2 or 11.3, as the case may be; provided, however, that the Term shall automatically
extend for such period of time as reasonably necessary for the discharge of Services pursuant
to any Work Order outstanding as of the expiration of the Term.
11.2 Notwithstanding Section 11.1, this Agreement may be terminated by Shipping Bros prior
to expiration of the Term in the event that Customer fails to pay any amount due hereunder
within seven (7) Business Days of the date due hereunder and such failure to pay within such 7-
Business Day period is not cured within five (5) Business Days of Customer’s receipt of notice of
such failure to make timely payment.
11.3 Notwithstanding Section 11.1, this Agreement may be terminated by (i) Shipping Bros on
prior written notice prior to Customer in the event that (A) Shipping Bros determines that
Customer is in breach of one or more of its obligations hereunder (other than payment
obligations owed Shipping Bros), which obligations are not cured with fourteen (14) Business
Days of Customer’s receipt of written notice from Shipping Bros setting forth the breach and
what must reasonably be done to cure the breach or (B) Customer is in breach of one or more
of its representations or warranties hereunder or (ii) Customer on prior written notice prior to
Shipping Bros in the event that Customer determines that Shipping Bros is in breach of one or
more of its obligations hereunder, which obligations are not cured with seven (7) Business Days
of Shipping Bros’ receipt of written notice from Customer setting forth the breach and what
must reasonably be done to cure the breach.
11.4 Post-Termination Matters. In the event of any termination hereunder:
(a) all Services, including licenses, if any, granted under this Agreement, shall immediately
terminate;
(b) each party shall return and make no further use of any Intellectual Property, documentation
and other items (and all copies of them) belonging to the other party;
(c) the accrued rights of the parties as at termination, and the continuation after termination of
any provision expressly stated to survive or implicitly surviving termination, shall not be
affected or prejudiced;
(d) Shipping Bros will notify Customer in writing that Customer must remove all of its Products
from Shipping Bros's facility within thirty (30) Business Days, at the Customer’s sole expense. If
Customer does not remove all of the Products from Shipping Bros's facility within the above-
mentioned fifteen (15) Business Day period, then Shipping Bros shall be entitled to dispose of
the Products without being liable to the Customer in any way, and charge the cost for the
disposal of the Products to Customer;
(e) the amounts due under this Agreement, any Work Order(s) or Invoices will remain due and
payable in accordance with the terms of this Agreement based on services rendered and
purchases made through the date of termination. Accordingly, post-termination payments
based on those services shall be due in accordance with Agreement.
12. Dispute Resolution
12.1 Except where a party seeks urgent interlocutory relief, if any difference or dispute shall
arise between the parties in connection with this Agreement or its construction or
interpretation, a party must follow the alternative dispute resolution procedures detailed
below:
(a) a party claiming that a difference or dispute has arisen (“the Dispute”) under or in relation
to the Agreement must give written notice to the other party specifying the nature of the
Dispute.
(b) on receipt of that notice by the other party, the parties must endeavor in good faith to
resolve the Dispute expeditiously using informal dispute resolution techniques such as
mediation, expert evaluation and determination or similar techniques agreed by them.
© Failing resolution of the Dispute within fifteen (15) Business Days of the date of notice, the
Dispute may be resolved by arbitration as set out in Section 13.
13. Governing Law and Arbitration of Disputes
13.1 Subject to Section 11 hereof, any controversy or claim arising out of or relating to this
Agreement, or the making, performance, breach or interpretation thereof, shall be settled by
binding arbitration in Washington County, Arkansas in accordance with the Commercial
Arbitration Rules of the American Arbitration Association ("AAA") then existing. Any claim
concerning whether a particular matter or issue is subject to arbitration in accordance herewith
shall also be so determined by arbitration. The arbitration shall be held before a single
arbitrator. Any award by the AAA shall be final and binding between the parties; and judgment
on the arbitration award may be entered in any court having jurisdiction over the subject
matter of the controversy. All parties may pursue discovery in accordance with Arkansas Code
of Civil Procedure Section 1283.05, the provisions of which are incorporated herein by
reference, with the following exceptions: (i) the parties hereto may conduct all discovery,
including depositions for discovery purposes, without leave of the arbitrator; and (ii) all
discovery shall be completed no later than the commencement of the arbitration hearing or
one hundred twenty (120) calendar days after the date that a proper demand for arbitration is
served, whichever occurs earlier, unless upon a showing of good cause, the arbitrator extends
or shortens that period. Any disputes relating to such discovery will be resolved by the
arbitrator. The parties agree that in rendering an award, the arbitrator shall have no jurisdiction
to consider evidence with respect to, or render any award or judgment for, punitive or
exemplary damages or any other amount awarded for the purposes of imposing a penalty. The
parties specifically waive any claims for punitive or exemplary damages or any other amount
awarded for the purposes of imposing a penalty that arise out of or are related to this
Agreement or the breach thereof, or the conduct of the parties in connection with this
Agreement. The arbitrator shall have the power to award reasonable attorneys' fees and costs
consistent with this Agreement. Either party may submit the controversy or claim to
arbitration.
14. Miscellaneous
14.1 Independent Contractors: The relationship of the parties under this Agreement is that of
independent contractors. Nothing in this Agreement shall be deemed to create an employer-
employee relationship.
14.2 Notice. Any notice required or permitted under the terms of this Agreement or required
by law must be in writing and must be (a) delivered in person, (b) sent by first class registered
mail, or air mail, as appropriate, or (c) sent by rapid air courier, or (d) sent by electronic mail or
facsimile to the other party's email address or facsimile number as supplied by one party to the
other from time to time, in each case properly posted and fully prepaid to the appropriate
address last supplied by the other party, or in the case of electronic mail, the address supplied
by the other party. Either party may change its address for notice by notice to the other party
given in accordance with this section. Notices will be considered to have been given at the time
of actual delivery in person, ten (10) Business Days after deposit in the mail as set forth above,
or five (5) Business Days after delivery to an international air courier service. A notice sent by
electronic mail shall be deemed to have been received at the time of delivery into the
recipient’s electronic mail system (as shown by a timed delivery receipt received by the sender
and printed out on the day of receipt).
14.3 Waiver. Any waiver of the provisions of this Agreement or of a party’s rights or remedies
under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to
enforce the provisions of this Agreement or its rights or remedies at any time, will not be
construed as a waiver of such party’s rights under this Agreement and will not in any way affect
the validity of the whole or any part of this Agreement or prejudice such party’s right to take
subsequent action. No exercise or enforcement by either party of any right or remedy under
this Agreement will preclude the enforcement by such party of any other right or remedy under
this Agreement or that such party is entitled by law to enforce.
14.4 Variation. The terms of this Agreement may be altered, modified and/or varied (“Varied
Terms”) by Shipping Bros from time to time by providing prior written notice to Customer. The
Varied Terms will apply to all future Work Orders from the date the Varied Terms come into
effect as outlined by the written notice mentioned above.
14.5 Severability. If any term, condition, or provision in this Agreement is found to be invalid,
unlawful or unenforceable to any extent, the provision shall be modified with such
amendments that will preserve, as far as possible, the commercial intentions expressed in this
Agreement.
14.6 Integration. This Agreement (including the Exhibits, Work Orders, Invoices, and/or
Schedules hereto) contains the entire agreement of the parties with respect to the subject
matter of this Agreement and supersedes all previous communications, representations,
understandings and agreements, either oral or written, between the parties with respect to
said subject matter. No terms, provisions or conditions of any purchase order,
acknowledgement or other business form that either party may use in connection with the
transactions contemplated by this Agreement will have any effect on the rights, duties or
obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure
of a receiving party to object to such terms, provisions or conditions. This Agreement may not
be amended, except by a writing signed by both parties.
14.7 Counterparts. This Agreement may be executed in counterparts, each of which so
executed will be deemed to be an original and such counterparts together will constitute one
and the same agreement.
14.8 Headings. The use of headings, captions and numbers in this Agreement is solely for the
convenience of identifying and indexing the various paragraphs and shall in no event be
considered otherwise in construing or interpreting any provision in this Agreement.
15. Order Processing and Accuracy:
(a) Orders placed by the Customer before 2:00 PM Pacific Time on regular business days,
unless otherwise agreed by both parties, will typically be shipped on the same day.
Notwithstanding the foregoing, exceptions apply during the holiday season and on Black
Friday, as follows:
(b) Holiday Season: Orders placed during the holiday season may require additional time for
processing and shipping.
(c) Black Friday week: Receiving and shipping during Black Friday week may require up to 7
days for processing. Shipments that require specialty processing may additional time.
Shipping Bros shall make reasonable efforts to meet these processing times but does not
guarantee that these times will be met on all occasions. Delays beyond these specified times do
not constitute a breach of this Agreement and will not entitle the Customer to any remedies or
damages.
(d) Facility Visitation:
The Customer may visit the Shipping Bros facility by scheduling an appointment. Appointments
must be made at least 24 hours in advance of the desired visitation time. Shipping Bros reserves
the right to deny or reschedule visits at its sole discretion, subject to applicable laws and
regulations. All visits shall be conducted in accordance with Shipping Bros' policies, procedures,
and safety protocols, which must be adhered to by the Customer at all times during the visit.
(e) Carrier Performance:
Shipping Bros shall make reasonable efforts to work with carriers to facilitate timely delivery of
orders but does not guarantee or assume liability for the performance, actions, or omissions of
third-party carriers. If a carrier is at fault for an issue related to an order, Shipping Bros shall
provide reasonable assistance to the Customer to help rectify the issue, but ultimate
responsibility for resolution rests with the carrier, and Shipping Bros shall have no liability for
any damages or losses resulting from the carrier's actions or failures. Once a package has been
declared “delivered” by a carrier, Customer must resolve any issues or concerns by
communicating with the carrier directly. Shipping Bros disclaims liability for loss or damage to
Customer Goods once in Carrier custody. Shipping Bros will provide reasonable assistance to
Customer in pursuing claims against carriers. Optional Package Protection may be offered
through third-party partners
(f) Goods Handling and Liability:
If goods are damaged by Shipping Bros staff, Shipping Bros shall cover the landed cost of such
damages, except where the products arrive on pallets that are not properly wrapped or
prepared, original packaging is insufficient to protect the contents, or it is deemed the product
was damaged in transit to Shipping Bros’ warehouses. The Parties acknowledge that improper
wrapping or preparation of pallets and/or parcels increases the risk of damage during handling,
particularly when using a forklift. Shipping Bros shall not be responsible for any damages
resulting from improper wrapping or preparation of pallets and/or parcels as determined by
Shipping Bros in its reasonable discretion. Shipping Bros shall be liable for direct loss of
Customer Goods caused by its negligence while in its custody, capped at Landed Cost. Customer
is strongly advised to maintain appropriate property insurance.
(g) Damaged Products:
In the event that a product is damaged while in the care of Shipping Bros, Shipping Bros shall
cover the landed cost of the damaged item, subject to verification and any applicable terms and
limitations set forth in this Agreement. The only exceptions to this coverage are damages
caused by unforeseeable and extraordinary events beyond the control of Shipping Bros,
including but not limited to disasters such as fire, flood, break-in, or other similar catastrophic
events. For the avoidance of doubt, Shipping Bros represents that, as of the Effective Date of
this Agreement, no such extraordinary events have occurred at its facility.
(h) Delays and Challenges:
The Parties recognize that delays and challenges in the supply chain may occur from time to
time due to unforeseen issues such as software malfunctions, packing material delays, software
malfunctions, weather, and other similar challenges that may be beyond Shipping Bros' control.
Shipping Bros commits to making reasonable efforts to mitigate these issues and to provide
prompt explanations to the Customer if any such issues arise. In the event that a mistake made
by Shipping Bros results in a delay, Shipping Bros shall take all reasonable steps to rectify the
situation in accordance with the terms of this Agreement and applicable law. Customer
acknowledges that delays may occur during peak periods or unforeseen disruptions. Shipping
Bros shall use commercially reasonable efforts to minimize delays and notify Customer.
Remedies are limited to credits expressly agreed in writing.
16. Insurance Responsibility:
(a) Shipping Bros, LLC does not insure Customer’s goods while in its possession or control.
Customer is solely responsible for maintaining appropriate property and off-premises
insurance. Shipping Bros, LLC may request proof of such coverage and can refer
Customer to brokers.
17. Incorporation of Website Terms and Conditions
By engaging in business with Shipping Bros, including but not limited to entering into this
Agreement, you expressly agree to abide by the terms and conditions published at
www.ShippingBros.com, as amended from time to time. Such terms and conditions are
incorporated herein by reference and shall form an integral part of this Agreement. In the event
of any conflict between this Agreement and the terms and conditions posted on the website,
the terms of this Agreement shall govern.
