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Last Updated on March 15, 2022
Introduction
These General terms and conditions for the services of the company “SMS Fulfillment Solutions” govern the standard operating conditions that the company “SMS Fulfillment Solutions” shall apply to all its clients, the general conditions for establishing relations with the clients, and the communication procedure with their clients.
Definitions
Unless the context requires otherwise, the below-listed capitalized terms and expressions shall have the following meanings:
“Agreement” means Fulfillment and logistic agreement concluded between the Supplier and the Principal;
“Goods” means the whole or any part of the shipment accepted from the Principal, supplied by or on behalf of the Principal, in respect of which the Supplier provides Services;
“Instructions” means a detailed statement of the specific requirements from the Principal regarding the Goods and Shipping of the Goods;
“Partner” means the company/ carrier that transports goods from one place to another, which company is the distribution partner of the Supplier;
“Principal” means any person for whom the Supplier agrees to provide or arrange a Service, any person owner of the Goods or the authorized agent of the person owning or entitled to possession and/or control of the Goods;
“Recipient” means the person or the company which are the last recipient of the Goods;
“Services” means the business process or activities undertaken by the Supplier for the Principal including but not limited to warehousing, pick and pack and/or shipping, i.e. loading, packing, stuffing, transporting, carriage, unloading, unpacking, warehousing, storage and any other operations and services of whatsoever nature undertaken by or performed by or on behalf of the Principal in relation to the Goods and cargo management services and related documentary, customs and information technology processes;
“Supplier” means the company “SMS Fulfillment Solutions”;
“Terms” means these General terms and conditions of the services which are provided by the Supplier with all further amendments;
Application
If the Supplier and the Principal have signed a specially negotiated Agreement, these Terms shall continue to apply, but such negotiated agreement shall prevail in so far as its terms are inconsistent with these Terms.
Services
The Supplier is a company engaged in the provision of product fulfillment services and needs to engage logistics and delivery partners for such services, which are divided into the following services:
Unless otherwise agreed in the specific Agreement, it will be considered that the Principal hires the Supplier to perform all the Services.
Warehousing
Warehousing is the process of receipt of Goods, at agreed date and time on the address of the Supplier’s warehouse, and temporarily storing the Goods in the Supplier’s warehouse before either shipping them to other locations or individually to end consumers.
Packing/Packaging
Packing implies the process of wrapping up Goods into boxes or bags, according to the instructions of the Principal, for the purpose of protection, while the Goods are in the Supplier’s warehouse.
Packaging is also the process of creating a branded cover for the Goods, according to the instructions of the Principal, which identifies the brand and ensures its safety for storage and transport to other locations or individually to end consumers, or the Principal may decide that the Supplier use his own cover/ packaging material to ensure its safety for storage and transport to other locations or individually to end consumers.
Shipping
Shipping is the process of sending the Goods, in cooperation with the Partner, to other locations or individually to end consumers.
For clarification, Shipping is the process where the Supplier concludes, in order to execute the transport of the Goods, on his own behalf and on behalf of the Principal, a contract of carriage and other contracts necessary for effecting transport, as well as to perform other usual transactions and actions, while the Principal shall assume the obligation to pay particular remuneration to the Supplier.
In terms of Shipping, the Supplier acts solely on behalf of the Principal in securing contracts with the Partner so that direct contractual relationships are between the Principal and such third parties, and the Supplier shall not be liable for the acts and omissions of such post partners.
Customer support
Customer support is the process of supporting the Principal so he can get the most out of Services and includes but is not limited to, actions of the Supplier like answering customer questions, customized e-mail alerts to end customers, automatized updates of the Principal’s webshop, delivery status history, tracking of the shipments, troubleshooting, etc.
Fees
The Supplier has the right to the fee for the Services defined in the particular Agreement concluded with the Principal.
The Supplier also has the right to the fee for the Services and duties of the Principal, which arises from these Terms.
The final fees for the Supplier will be the total sum of the fees arising from the Agreement and these Terms.
Invoices for a fee for the provided Services are, in principle payable, without withholding or set-off, within seven (7) days of the invoice date. Invoices for duties, taxes, and other related charges are payable upon receipt. Notwithstanding, the Supplier reserves the right to require payment of any fees in advance.
Where permitted by law, the Supplier may provide electronic invoices as standard unless the Principal expressly requests otherwise.
The Supplier reserves the right to apply payments to the oldest invoices first, in instances in which preferred remittance methods are not used or remittance details are not provided with payment. In the event of late payment, the Supplier reserves the right to apply a late payment interest and administrative costs for such late payment. In such an event, the Supplier may apply the applicable fee(s), costs and/or interest rate(s) as determined by local late payment laws.
Regardless of any payment instructions or provisions to the contrary, the Principal (or the party initiating an import shipment transaction, as the case may be) will always remain ultimately liable for the paying of the fees, and in circumstances where the third party refuses to pay.
The Supplier’s invoices must be paid in the currency stated in the invoice or otherwise in the local currency against exchange rates provided by the Supplier.
Supplier’s Obligations
The Supplier will perform the Services with a reasonable degree of care, skill, and judgment in accordance with these Terms and the Agreement.
Unless otherwise specified by a particular Agreement, the Supplier is not obligated to follow the necessary customs clearance procedure and pay customs duty for the Principal’s account. Nevertheless, if the Principal demands and the Supplier accepts, the Supplier shall pay customs duty for the account of the Principal, and then the Supplier will have the right (i) to be reimbursed for the amount of the paid customs duty and (ii) to be paid for that service.
Principal’s Obligations
The Principal and any person acting on the Principal’s behalf shall give lawful, sufficient, and executable Instructions.
The Principal warrants that:
Shipment
The Supplier prohibits the following items for shipment to any destination, and the Principal agrees not to ship the same unless expressly agreed otherwise by the Supplier, as follows:
The supplier reserves the right to hold, postpone, cancel, or return received Goods at any time, in following cases if such Goods would, in the opinion of the Supplier, be likely to cause damage or delay the other Goods at the Supplier’s warehouse;
Since the Supplier receives the packed Goods, the Supplier shall not be responsible, ever, if the Principal does not fulfill these clauses above.
Upon the request of the competent authorities, or at the Supplier’s discretion in compliance with applicable laws and regulations, the Supplier may open and inspect any Goods.
Insurance
The Supplier shall provide a basic package of insurance solutions to the Principal up to the following terms:
(i) refund up to 30,00 € per lost shipment shipped via the Postal Partners;
(ii) by the purchase value of lost or deficient Goods till 500,00 € via the Courier Partners;
If the Principal requests a separate and bigger package of insurance on the Goods, than basic package which is secured by the Seller, and the Supplier agrees in writing to affect such separate insurance, this will lead to the formation of a separate contract of insurance between the Principal and the insurance company which is subject to the conditions and exceptions incorporated into such policy.
The Supplier is not liable for any acts, omissions, or decisions of the insurance company of any open or general policy or separate contract of insurance whatsoever, and should the insurance company dispute liability to settle a claim for any reason whatsoever, the Principal shall not have any recourse against the Supplier.
Customs Clearance
The shipments that cross national borders may be cleared through customs. The Principal is responsible for making sure goods are shipped in compliance with all customs regulatory requirements, for providing all documentation and information required for the clearance, and for representing and warranting that all statements and information it provides relating to the goods and the clearance of the shipment are and continue to be true, correct and complete.
The Principal is responsible, at its own expense, for ensuring that goods shipped internationally are acceptable for entry into the destination country under the applicable laws and comply with all licensing or permitting requirements when applicable.
The Principal may also be required to provide additional information to obtain clearance from other regulatory agencies in the destination country prior to delivery to the end consumer. Shipments that contain goods or products that are regulated by multiple government agencies within other destination countries (such as the national agencies responsible for food safety, public health protection, pharmaceuticals, medical products, plant and animal, wildlife products, telecommunication, and other electronic equipment standards, and comparable agencies) may require additional time for clearance. All charges for sending to and returning from countries where entry is not permitted will be charged to the Principal.
When customs or other agencies hold the shipments due to incorrect or missing documentation, the Supplier will notify the Principal. If local law requires the correct information or documentation to be submitted by the Supplier and if the Principal fails to provide the information or documentation within a reasonable time as the Supplier may determine, the shipment will be considered undeliverable subject to applicable laws. The Supplier assumes no responsibility for its inability to complete a delivery due to incorrect or missing documentation, whether or not the Supplier attempts to notify the Principal.
When applicable and appropriate, the Principal shall authorize the Supplier, or the person designated by the Supplier, to make and file customs declarations and all related actions as a direct representative, in the name of and on behalf of and at the risk of the Principal, on the expense of the Principal.
The Principal is ultimately responsible for payment of duties and taxes and all fees and surcharges related to the Supplier’s disbursement of duties and taxes if payment is not received. If the Principal refuses to make satisfactory arrangements to reimburse the Supplier, the shipment may be returned to the Principal (in which case, the Principal will be responsible both for original and return charges) or placed into temporary storage, general order warehouse, or a customs-bonded warehouse or considered undeliverable.
The Supplier assumes no responsibility for shipments abandoned in customs, and such shipments may be considered undeliverable.
Delivery
Shipments are delivered to the Recipient at the addresses provided by the Principal, and these addresses should always include the Recipient’s complete address, telephone number, and email address.
The Supplier will not be liable in any circumstances for any claim relating to the seizure or detention of Goods in the course of transit by customs or other government authorities.
Shipments to hotels, hospitals, government offices or installations, university campuses, or other facilities that a mail room or central receiving area may be delivered to the mailroom or central receiving area, unless stated or agreed otherwise by the Supplier prior to shipping.
The Principal acknowledges and agrees that the instructions from the Recipient may relate, but are not limited, to:
Responsibility
The Supplier undertakes to deliver the Goods in the condition agreed with the Principal and free from faulty design, materials, and workmanship in relation to the specifications of the Goods.
The Goods shall be regarded as defective if not in compliance with the agreed deal of the Supplier and the Principal. In case of defective Goods, the Supplier shall remedy the defect by way of (at the Supplier’s choice) either repairing or replacing the Goods at the Supplier’s own cost or by refunding the purchase price paid to the Supplier for such defective Goods.
The Supplier’s liability for defects does not cover defects caused by circumstances, that before the risk has passed to the Supplier, nor does it cover normal wear and tear or deterioration. Furthermore, the Supplier’s liability does not cover defects due to mishandling, overloading, or otherwise attributable to the Principal, or the post partners of the Supplier or third parties.
The Supplier’s liability is limited to defects which appear within three (3) days from the date of delivery of the Goods, unless the Goods is intended to be used within a shorter period, in which case the liability is limited to defects which appear within the intended period of use.
Claims
All claims must be submitted in writing to the Supplier within thirty (30) days from the date that the Supplier accepted the Goods, failing which the Supplier shall have no liability whatsoever. Claims are limited to one (1) claim per shipment, the settlement of which will be a full and final settlement for all loss or damage in connection therewith.
All notices of claim must include complete Principal and Recipient information, as well as the Supplier’s tracking number, date of shipment, number of pieces, and shipment weight. Within six (6) months after the shipment was handed over to the Supplier, the claim must be completely documented by sending all relevant supporting documentation to the Supplier (e.g,. purchase invoices, estimates for repair).
Force Majeure
The Supplier is not liable for any loss or damage arising out of circumstances beyond the Supplier’s control. These include but are not limited to electrical or magnetic damage to, or erasure of, electronic or photographic images, data, or recordings, any defect or characteristic related to the nature of the shipment, even if known to the Supplier; any act or omission by a person not employed or contracted by the Supplier – e.g. Shipper, Consignee, third party, customs or other government officials, third party cyberattacks or other information security-related threats or classic “Force Majeure” – e.g. earthquake, cyclone, storm, flood, fog, war, plane crash, embargo, riot, epidemic, pandemic, civil commotion, or industrial action, etc.
The Supplier shall give notice of any force majeure event as soon as reasonably practicable by giving notice to your administrative email account.
Confidentiality
The Supplier may deliver to the Principal materials and information that are considered by such entity to be proprietary and confidential, including information relating to the platform, Goods, volume, customers, pricing, procedures, processes, technical specifications, designs, computer code, software applications and related documentation, and technology. The Principal agrees that all such materials and information acquired or obtained by you hereunder shall be held in confidence, protected with the same degree of care that you employ for the protection of his own confidential and proprietary information of a similar nature (not less than reasonable care), and the Principal shall not reveal or disclose any such information without the Supplier’s prior written consent other than as expressly permitted by this Terms.
The Principal will not have any obligation, however, to preserve the confidentiality of any such materials and information to the limited extent that it:
(a) is in the public domain or generally available to the public;
(b) was in possession of or disclosed to the Principal prior to the date hereof, free of any obligation to keep the same confidential;
(c) is lawfully acquired by the Principal from a third party, or
(d) is required to be disclosed by the Principal under law or court order, provided, however, that the Principal shall give prompt written notice thereof to the Supplier (where permitted by law).
Governing law
Conditions and any disputes arising from or related to Services performed by the Supplier pursuant thereto are subject to the laws and the courts of the country or territory where the shipment is accepted by the Supplier for the performance of the Services.
Severability
The invalidity or unenforceability of any provision shall not affect any other part of these Terms.
The Supplier may change or revise these Terms at his own discretion. If any change or revision to these Terms is not acceptable to the Principal, his only remedy is to stop using the Services. Otherwise, the Principal will be bound by the changed or revised Terms.
The Supplier may change or revise these Terms from time to time by providing ten (10) days prior notice either by emailing the email address associated with the Principal’s account or by posting a notice on the website of the Supplier.
By accepting these Terms, by accessing or using the Services, the Principal acknowledge that he has read, understood, have the authority to, and agree to be bound by these Terms.
SMS Fulfillment Solutions
Eichenstrasse 1A
3385 Gerersdorf
Tel: +43 664 916 3157
Bulevar oslobođenja 227
Belgrade
Tel: +381 11 4095 491
Panonska cesta 34
851 04 Bratislava
Ebnifeld 13
9523 Zuberwangen
Unit F, 14/F, Wah Lik Industrial Centre,
459-469 Castle Peak Road
Tsuen Wan, N.T.
© SMS Fulfillment Solutions GmbH. All rights reserved.