LOGYSTICO

Large Enough to Serve. Small Enough to Care.

FULFILLMENT & PRIVACY POLICY

Available at: https://www.logystico.com/policy

 

About This Policy This Fulfillment & Privacy Policy governs all logistics and fulfillment services provided by Logystico and is incorporated by reference into each Client Service Agreement signed with Logystico. Logystico reserves the right to update this Policy at any time with thirty (30) days written notice to active clients. The version in effect at the time of each billing period governs the services rendered during that period.

1. Definitions

As used in this Policy and any Client Service Agreement referencing it, the following terms have the meanings set forth below:

“Agreement” means the Client Service Agreement between Logystico and the applicable Company, including all exhibits and attachments.

“ASN (Advanced Shipping Notice)” means the electronic pre-notification of an inbound shipment entered by Company into the fulfillment software system prior to arrival at Logystico’s facility.

“Business Day” means any day other than Saturday, Sunday, or a federally recognized U.S. public holiday.

“Company” means the client entity identified in the applicable Client Service Agreement.

“Company Data” means any personally identifiable information or customer data (including names, addresses, email addresses, and order information) provided to Logystico by Company or generated through order fulfillment.

“GRI (General Rate Increase)” means the annual five percent (5%) rate adjustment applied upon each Agreement renewal.

“Hazardous Materials” means any substance classified as hazardous, dangerous, toxic, flammable, explosive, radioactive, or otherwise regulated under applicable federal, state, or local law, including OSHA, DOT, EPA, and FDA regulations.

“Inventory” means all physical goods owned by Company and stored at Logystico’s facility.

“Order” means a customer-initiated transaction that triggers the pick, pack, and ship process.

“PII (Personally Identifiable Information)” means any information that can identify, contact, or locate an individual, including names, addresses, email addresses, phone numbers, and order details.

“Policy” means this Logystico Fulfillment & Privacy Policy, as updated from time to time.

“Rate Card” means the schedule of fees attached as Exhibit A to the applicable Client Service Agreement.

“Shrink Allowance” means the 0.5% annual tolerance for inventory discrepancies described in Section 7A.

“SKU” means a stock-keeping unit — a unique identifier assigned to each distinct product or variation in Company’s inventory.

“Vendor” means Logystico.

2. Vendor Responsibilities

2A.  Warehousing & Storage: Receive, inspect, and store Company Inventory in Logystico’s facility.

2B.  Inventory Management: Maintain accurate inventory records and provide Company with real-time access to inventory and order reporting through the fulfillment software.

2C.  Order Fulfillment: Pick, pack, and ship outbound Orders within one (1) Business Day of Order receipt, subject to a 12:00 PM EST daily cutoff. Orders received after the cutoff will be processed the following Business Day.

2D.  Inbound Processing: Stow all inbound shipments within three (3) Business Days of arrival at Logystico’s dock, provided Company has submitted a complete and accurate ASN prior to arrival. Failure to submit a timely ASN voids this guarantee.

2E.  Returns Management: Process Company returns in accordance with procedures agreed upon in writing.

2F.  Carrier Selection: Ship products using available carriers (USPS, UPS, FedEx, DHL, and others). Logystico may recommend services based on weight, dimensions, destination, and urgency.

2G.  Packing Slips: At Company’s request, include a Company-branded packing slip or invoice with each outbound shipment.

2H.  Software Onboarding: Enroll Company in the fulfillment software platform, assist with sales channel integrations where supported, and provide initial training within the first week of the Agreement’s effective date.

3. Service Level Remedies

Logystico shall use commercially reasonable efforts to meet the processing timelines set forth in Section 2. In the event Logystico fails to meet the one (1) Business Day outbound processing commitment for five (5) or more Orders in a single calendar month due to causes within Logystico’s reasonable control, Company may request a service credit of up to $5.00 applied to the following month’s invoice. Such credit shall constitute Company’s sole and exclusive remedy for processing delays and shall not apply to delays caused by carrier failures, software outages, force majeure events, Company’s failure to comply with its obligations, or periods during which Company’s account is not in good standing. Service credits must be requested in writing within ten (10) days of the end of the affected billing period and are forfeited if not timely claimed.

4. Hazardous & Regulated Goods

4A.  Disclosure Obligation: Prior to delivering any Inventory, Company must fully disclose in writing any products that are Hazardous Materials, temperature-sensitive, FDA- or USDA-regulated, subject to controlled substance classification, restricted for air shipment, or otherwise subject to special handling, storage, or transport requirements.

4B.  Prohibition Without Approval: Company shall not ship Hazardous Materials or specially regulated goods to Logystico’s facility without prior written approval. Logystico reserves the right, in its sole discretion, to decline to store or ship any product it determines poses a legal, safety, or compliance risk.

4C.  Compliance Responsibility: Company is solely responsible for ensuring all Inventory complies with applicable federal, state, and local law, including DOT, OSHA, EPA, FDA, and CPSC requirements, including proper classification, packaging, labeling, and documentation.

4D.  Indemnification: Company shall indemnify, defend, and hold Logystico harmless from all claims, fines, penalties, remediation costs, and expenses (including attorneys’ fees) arising from Company’s failure to disclose regulated goods, shipment of non-compliant goods, or violation of applicable hazardous materials laws.

4E.  Right to Refuse & Remove: If Logystico discovers undisclosed Hazardous Materials, Logystico may immediately cease storing and shipping such goods, quarantine or remove them at Company’s expense, and terminate the Agreement for cause.

5. Product Compliance & Regulatory Warranty

5A.  Legal Compliance: Company warrants that all Inventory is lawfully manufactured, imported, and sold; complies with all applicable laws and regulations; and carries all required labeling, safety warnings, country-of-origin markings, and regulatory certifications.

5B.  No Counterfeit or Infringing Goods: Company warrants that no Inventory infringes upon any third party’s intellectual property rights, including patents, trademarks, copyrights, or trade dress.

5C.  Product Recalls: In the event of a recall, safety alert, or government enforcement action, Company must notify Logystico in writing within twenty-four (24) hours. Company bears sole responsibility for all costs associated with the recall, retrieval, disposal, or remediation of affected goods.

5D.  Indemnification: Company shall indemnify, defend, and hold Logystico harmless from any claims, fines, penalties, or expenses arising from (i) non-compliance of Company’s products with applicable laws, (ii) product defects or injuries, (iii) intellectual property infringement claims, or (iv) any product recall or regulatory enforcement action.

6. Company Responsibilities

6A.  Shipping Address: All Inventory must be shipped to: [COMPANY NAME] c/o Logystico, 210 Passaic St, Newark, NJ 07104. Each shipment must include a complete packing list with item descriptions, SKUs, quantities, lot numbers, and expiration dates (if applicable). Logystico reserves the right to redirect Inventory to an alternate facility with thirty (30) days prior written notice.

6B.  ASNs: Company must notify Logystico of each inbound shipment at least seven (7) days prior to arrival and must submit a complete ASN before the shipment arrives. Failure to do so results in a $50.00 non-compliance penalty per shipment.

6C.  Inventory Identification: Company must supply complete inventory identifiers including SKUs, descriptions, UPC codes, and variations. Every item must be properly barcoded or ID-labeled prior to shipment.

6D.  Specialty Packaging: If Company requires branded or specialty packing materials, Company is responsible for supplying those materials at its sole cost.

6E.  Order Monitoring: Company is solely responsible for monitoring the fulfillment software to ensure Orders are imported correctly and for promptly notifying Logystico of discrepancies.

6F.  Inbound/Outbound Compliance: Company agrees to follow all Logystico inbound and outbound guidelines, including proper labeling, prohibition on mixed pallets (unless pre-approved in writing), and timely ASN submission.

7. Limitation of Liability

7A.  Shrink Allowance: Logystico shall maintain a Shrink Allowance of 0.5% of total shipped units per calendar year. Adjustments attributable to mismarked goods, receiving errors, or other explainable discrepancies shall not count toward the Shrink Allowance.

7B.  Liability Cap for Inventory Loss: Logystico’s liability for lost or damaged goods in excess of the Shrink Allowance is strictly limited to the documented manufacturing or landed replacement cost, not retail sales price. Logystico shall not be liable for lost profits, consequential, incidental, special, or indirect damages.

7C.  Carrier Liability: Once a shipment is tendered to a carrier, Logystico’s responsibility ceases. Claims for in-transit loss or damage must be filed directly with the carrier. Logystico will provide reasonable assistance upon written request.

7D.  Maximum Aggregate Liability: Logystico’s total aggregate liability to Company, from any cause whatsoever, shall not exceed the total fees paid by Company in the three (3) calendar months immediately preceding the event giving rise to the claim.

7E.  Mutual Liability Cap: Company’s maximum aggregate liability to Logystico shall not exceed the greater of (i) fees paid in the three (3) preceding months or (ii) $10,000. This cap does not limit either party’s liability for willful misconduct, fraud, Company’s indemnification obligations under Sections 4D, 5D, or 10H, or breach of confidentiality obligations.

8. Audit Rights & Inventory Reconciliation

8A.  Audit Rights: Company may request a physical inventory audit no more than once per calendar year, with a minimum of fifteen (15) Business Days prior written notice. Audits must occur during normal business hours without unreasonably disrupting operations. Company bears all costs, including Logystico labor billed at $45.00 per hour. Discrepancies within the Shrink Allowance shall not give rise to any claim or liability.

8B.  Inventory Reconciliation: Company must report inventory discrepancies in writing within thirty (30) days of the date the discrepancy first appeared in the software reporting. Failure to report within this window constitutes a waiver. Logystico will investigate within fifteen (15) Business Days and provide written findings. Logystico’s determination shall be final unless Company provides documented evidence to the contrary within ten (10) Business Days of receiving findings.

9. Insurance

9A.  Logystico Insurance: Logystico maintains the following minimum coverages: (i) Commercial General Liability with limits of not less than $500,000 per occurrence and $1,000,000 in the aggregate; (ii) Workers’ Compensation as required by law; and (iii) Bailee/Cargo Legal Liability at limits reasonable to scale. Certificates of insurance are available upon written request. These coverages do not expand Logystico’s liability beyond the limits set forth in Section 7.

9B.  Company Property Insurance: Company must maintain a property insurance policy covering all Inventory at full replacement value throughout the term. Company and its insurers waive all rights of subrogation against Logystico.

9C.  Company Product Liability Insurance: Company must maintain Commercial General Liability and Product Liability insurance, each with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, for the entire duration that any of Company’s Inventory is stored at Logystico’s facility. Coverage commences upon first delivery and terminates only after all Inventory is removed and all outstanding invoices are settled. Policies must expressly cover claims arising from bodily injury, property damage, or environmental damage caused by Company’s products, including claims arising from defective components, chemical leakage, thermal runaway, combustion, or other reactions attributable to battery-powered, lithium-ion, flammable, or chemically reactive products. Logystico must be named as an additional insured on Company’s product liability policy. Certificates of insurance must be provided to Logystico within five (5) Business Days of signing and upon each annual renewal. Failure to maintain required coverage may result in suspension of services or termination for cause.

10. Billing & Payment

10A.  Invoicing: Company is invoiced twice per month for services rendered in the prior billing period. Payment is due within five (5) days of invoice delivery.

10B.  Late Payment: Balances unpaid after five (5) days accrue interest at 1.5% per month (18% annually), or the maximum rate permitted by law, whichever is lower. Logystico may suspend all fulfillment services without liability until the account is current.

10C.  Rate Stability: Rates remain fixed for the initial Agreement term, subject to the annual GRI upon renewal. New fee categories require thirty (30) days written notice. Continued use of services after the notice period constitutes acceptance. Carrier-imposed surcharges are passed through immediately without advance notice. If Company’s operational profile changes materially, Logystico reserves the right to renegotiate rates with thirty (30) days written notice.

10D.  Special Projects: Tasks outside standard fulfillment — including manual inventory counts, repackaging, or custom work — require prior written approval and are billed at $45.00 per hour.

10E.  Inactivity Fee: A fee of $500.00 applies to any calendar month in which Company generates zero outbound Orders, in addition to applicable storage charges.

10F.  Indemnification for Third-Party Charges: Company will indemnify Logystico for fees, fines, or chargebacks resulting from incorrect order details, invalid addresses, carrier address corrections, or Company-initiated interceptions.

10G.  Rate Card Confidentiality: All negotiated rates are confidential and shall not be disclosed to any third party.

10H.  Warehouseman’s Lien: Logystico shall have a warehouseman’s lien on all Company goods for all lawful charges. In the event of non-payment, Logystico may confiscate and retain Company Inventory and cease processing open Orders, consistent with the New Jersey Uniform Commercial Code, until the account is paid in full.

11. Data Privacy & Security

11A.  Ownership: All Company Data remains the sole property of Company. Logystico shall not sell, license, or transfer Company Data to any third party.

11B.  Permitted Use: Logystico may use Company Data solely to perform services under the Agreement.

11C.  Security: Logystico maintains commercially reasonable technical and organizational security measures to protect Company Data from unauthorized access, disclosure, alteration, or destruction.

11D.  Company’s Compliance Obligations: Company is solely responsible for ensuring its collection and transfer of PII to Logystico complies with all applicable privacy laws, including CCPA and CAN-SPAM. Logystico processes Company Data solely as a service provider acting on Company’s instructions.

11E.  Breach Notification: In the event of a confirmed breach affecting Company Data, Logystico will notify Company within seventy-two (72) hours of becoming aware and will cooperate in investigating and remediating the breach to the extent caused by Logystico’s systems.

11F.  Liability: Logystico’s liability for any data breach is subject to the aggregate cap in Section 7D. Logystico is not liable for breaches caused by Company’s systems, personnel, or third-party channels.

11G.  Retention & Deletion: Upon termination, Logystico retains Company Data only as required by law. Company may request deletion in writing following account closure and full settlement.

12. Intellectual Property & Brand License

Company grants Logystico a limited, non-exclusive, royalty-free license to use Company’s trademarks, logos, and brand assets solely to produce packing slips, branded inserts, and other fulfillment materials. This license terminates upon Agreement expiration or termination. Logystico shall not use Company’s brand assets for any other purpose without prior written consent. All intellectual property rights in Company’s brand assets remain with Company. Company warrants it holds all rights necessary to authorize this use.

13. Non-Solicitation

13A.  Non-Solicitation of Logystico Employees: During the Agreement term and for twenty-four (24) months following termination, Company shall not directly or indirectly solicit, recruit, or hire any Logystico employee, contractor, or agent involved in performing services under the Agreement, without Logystico’s prior written consent. In the event of a breach, Company agrees to pay liquidated damages equal to six (6) months of the solicited individual’s most recent annual compensation at Logystico.

13B.  Non-Solicitation of Company Clients: Logystico agrees not to directly solicit Company’s end customers for competing logistics services using information obtained solely through performance of the Agreement.

14. Subcontractor Disclosure

Logystico may engage approved third-party subcontractors or affiliate facilities for overflow warehousing, transportation, or specialized fulfillment functions. Logystico remains responsible for subcontracted services to the same extent as if performed directly, subject to Section 7. Company’s Inventory and confidential information shall not be transferred to any subcontractor without a written confidentiality agreement in place. Logystico will provide written notice to Company within thirty (30) days of engaging any subcontractor that will handle Company’s Inventory or data on an ongoing basis.

15. Duty to Notify

Logystico will notify Company within two (2) Business Days of becoming aware of: (i) visible physical damage to stored goods; (ii) evidence of pest activity in Company’s storage area; (iii) environmental conditions likely to have affected Company’s goods (e.g., roof leak, HVAC failure); or (iv) a loss event such as fire, flood, or theft. This duty is limited to conditions of which Logystico has actual knowledge and that are visible or apparent through reasonable inspection during normal operations. Logystico’s fulfillment obligations shall be suspended without penalty for affected Inventory until the matter is resolved.

16. Business Continuity

In the event of a significant facility disruption — including fire, flood, natural disaster, or extended utility outage — Logystico will notify Company within two (2) Business Days and provide a written summary of the impact to Company’s Inventory within ten (10) Business Days. Logystico will use commercially reasonable efforts to resume operations or arrange alternative storage and fulfillment as quickly as practicable. Liability arising from business continuity events is governed by Section 7. Extended disruptions qualifying as force majeure events are governed by Section 17.

17. Force Majeure

Neither party shall be liable for delay or failure to perform due to circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government actions, utility outages, or carrier disruptions. The affected party shall provide prompt written notice and use commercially reasonable efforts to resume performance. Payment obligations for services already rendered are unaffected.

18. Representations & Warranties

18A.  Each party represents that: (i) it is duly organized and in good standing; (ii) it has full authority to enter into the Agreement; (iii) execution does not violate any applicable law, regulation, or existing agreement; and (iv) it is not a debtor in any bankruptcy or insolvency proceeding.

18B.  Company additionally warrants that: (i) it owns or has full legal right to possess and ship all Inventory; (ii) all Inventory is free and clear of any liens or third-party claims; and (iii) it has disclosed all material characteristics of its Inventory including handling, storage, and regulatory requirements.

19. Termination

19A.  Notice: Either party may terminate the Agreement with sixty (60) days written notice.

19B.  Outstanding Obligations: Upon termination, Company must pay all outstanding invoices before Logystico is obligated to release Inventory. Storage fees continue to accrue until all Inventory is removed.

19C.  Termination for Cause: Logystico may terminate immediately upon written notice if Company (i) fails to pay any undisputed invoice within fifteen (15) days of the due date; (ii) becomes insolvent or files for bankruptcy; (iii) ships undisclosed Hazardous Materials; (iv) fails to maintain required insurance; or (v) materially breaches any provision and fails to cure within ten (10) days of written notice.

19D.  Transition Assistance: Upon termination, Logystico will provide: (i) a final inventory reconciliation report; (ii) export of order history and inventory data in a standard format; and (iii) coordination of outbound inventory transfers to a designated carrier or facility — contingent on Company’s account being in good standing. Transition labor exceeding eight (8) hours is billed at $45.00 per hour with prior written approval. Transition assistance obligations do not extend beyond sixty (60) days from the termination date.

19E.  Survival: Sections 1, 5, 7, 9C, 11, 12, 13, 20, and 21 survive termination.

20. Confidentiality

Both parties shall maintain strict confidentiality of all information exchanged in connection with the Agreement, including pricing, processes, customer data, and business strategies. Neither party shall disclose such information to any third party except to employees, officers, or contractors who need it to perform their obligations and who are bound by equivalent confidentiality obligations. This obligation survives termination for three (3) years.

21. Dispute Resolution & Governing Law

21A.  Good-Faith Negotiation: The party raising a dispute shall provide written notice describing it in reasonable detail. The parties have fifteen (15) Business Days to resolve it informally.

21B.  Mediation: If unresolved, either party may request non-binding mediation by a mutually agreed mediator in New Jersey. Mediation costs are shared equally; each party bears its own attorneys’ fees.

21C.  Litigation: If mediation fails, disputes shall be resolved in the appropriate state or federal courts in New Jersey. Both parties consent to exclusive jurisdiction and venue in New Jersey.

21D.  Emergency Relief: Nothing herein prevents either party from seeking immediate injunctive or equitable relief to prevent irreparable harm.

21E.  Governing Law: This Policy and all Agreements referencing it are governed by the laws of the State of New Jersey, without regard to conflict-of-laws principles.

22. General Provisions

22A.  Amendments to Policy: Logystico may update this Policy at any time with thirty (30) days written notice to active clients. Continued use of services constitutes acceptance. If Company objects to a material change, it may terminate the Agreement with thirty (30) days written notice, provided its account is in good standing.

22B.  Severability: If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

22C.  Waiver: No failure or delay in exercising any right constitutes a waiver of that right.

22D.  Notices: All notices must be in writing, delivered by email (with confirmation), overnight courier, or certified mail. Notice is effective upon confirmed delivery.

22E.  Assignment: Company may not assign the Agreement without Logystico’s prior written consent. Logystico may assign to any affiliate or successor with thirty (30) days written notice to Company.

22F.  Independent Contractors: The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employment relationship.

22G.  Mutual Indemnification: Each party agrees to indemnify and hold the other harmless from loss, damage, liability, or expense (including attorneys’ fees) arising from its own material breach or negligent or wrongful acts.