This fulfillment services agreement template has 17 pages and is a MS Word file type listed under our consultant & contractors documents.
Sample of our fulfillment services agreement template:
FULFILLMENT SERVICES AGREEMENT This Fulfillment Services Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "First Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Second Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the First Party desires to provide to the Second Party, and the Second Party desires to receive from the First Party, support for the Second Party based in the [COUNTRY] under the terms and conditions of this Agreement and the Schedules (as defined below). NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the First Party and the Second Party hereby agree as follows: SCHEDULES The parties acknowledge and agree that the detailed terms and conditions of any and all projects entered into between the parties shall be set forth in a form and format substantially similar to the schedule of even date herewith and delivered concurrently herewith (the "Original Schedule"), which sets forth the fulfillment project. The parties acknowledge and agree that in addition to the terms and conditions of the Original Schedule and any other comparable schedule acknowledged in writing by the parties hereto and referencing this Agreement (each a "Schedule" and collectively the "Schedules"), the general terms of this Agreement shall apply to each project contained therein, as applicable, and the overall relationship between the parties. If there is a conflict between the terms of the Schedules and this Agreement, the terms of the Schedules shall control. Commencing as of the date hereof and continuing during the term of this Agreement, the First Party shall, subject to the terms and conditions of this Agreement and any Schedules, provide the Second Party or cause the First Party's various affiliates (all of which are collectively referred to as "the First Party") to provide the services identified on any Schedules (collectively referred to as the "Fulfillment Services"). From time to time during the term of this Agreement, the Second Party may request that the First Party take part in a new project(s). Any such request shall be in writing. The First Party reserves the right to accept or decline any project in which the Second Party seeks its participation for any reason; provided, however, that the First Party shall discuss in good faith with the Second Party any request that the First Party take part in a new project and shall give any such request due and fair consideration. In the event a new project is accepted, a Schedule will be created pursuant to the terms hereof and attached to and made a part of this Agreement as contemplated in Section 1(a) above. PRICING OF FULFILLMENT SERVICES. The pricing of Fulfillment Services for each individual project shall be set forth in the relevant Schedule. Commencing after the expiration of one year from and after the Effective Date, the First Party reserves the right, upon [NUMBER] days prior written notice to the Second Party, to increase the price of Fulfillment Services that the First Party provides to the Second Party on a recurring basis on one occasion during each subsequent one year term of this Agreement, which increases shall not exceed [PERCENTAGE %] percent of the price of the Fulfillment Services, as applicable, during the immediately preceding one year term of this Agreement. The pricing of Fulfillment Services for each individual project shall be set forth in the relevant Schedule. Commencing after the expiration of one year from and after the Effective Date, the First Party reserves the right, upon [NUMBER] days prior written notice to the Second Party, to increase the price of Fulfillment Services that the First Party provides to the Second Party on a recurring basis on one occasion during each subsequent one year term of this Agreement, which increases shall not exceed [PERCENTAGE %] percent of the price of the Fulfillment Services, as applicable, during the immediately preceding one year term of this Agreement. POSTAGE AND FREIGHT. Postage and freight rates anticipated to apply to the performance of any Fulfillment Services project shall be determined by the First Party for each project and shall be communicated in writing to the Second Party prior to the start of Fulfillment Services on each project. The First Party reserves the right to increase these rates for ground shipping, contained in the Original Schedule, at any time upon [NUMBER] days notice to reflect actual increases in costs. Any increase in these rates shall be substantiated in writing by the First Party. The First Party considers all postage and freight information to be Confidential Information (as defined in Section 11). National carrier premium service rates, including, for example, [COMPANY NAME], [COMPANY NAME], [NUMBER], [NUMBER] and [NUMBER] day service and Federal Express shall be billed to the Second Party at cost. The Second Party reserves the right, in its sole discretion, to require the First Party to use, or to operate under separate arrangements with, carriers with whom the Second Party or an the Second Party' affiliate has separately negotiated postage and freight rates, in lieu of the First Party rates. TAX MATTERS. The Second Party acknowledges that it or its agent is solely responsible for identifying and resolving sales and use tax collection issues for product orders, including the necessity of charging and collecting such taxes. REPORTS. The parties agree to provide each other such reports as are mutually agreed upon and set forth in each Schedule or as either party shall reasonably request during the performance of any Fulfillment Services. PAYMENT TERMS FULFILLMENT SERVICES. The First Party shall invoice the Second Party for the Fulfillment Services every [NUMBER] days, setting forth (i) a detailed list of Fulfillment Services provided to the Second Party during the prior [NUMBER] days (e.g., quantity/rate/extension) and (ii) associated charges for the services. The Second Party shall pay all invoices within [NUMBER] days of receipt. BILLING DISPUTES. The Second Party and the First Party shall use best efforts to expediently resolve any disputed invoice through negotiations between each party's Account Manager; provided, however, that disputed amounts not resolved within [NUMBER] calendar days of the Second Party' receipt of the invoice shall be immediately due and payable. INTEREST. The First Party shall assess interest at a rate of [PERCENTAGE %] per month on all receivables not paid within the above-stated time periods. Interest will start accruing on the [NUMBER] day from the date of invoice, and will continue to accrue until all overdue payments, plus interest charges, are paid in full. BOOKS AND RECORDS RECORDKEEPING. Both parties agree to keep complete and accurate books of account, records, and other documents with respect to this Agreement and any Schedule ("Books and Records"). Such Books and Records shall be kept by both parties for the longer of (i) a period of time consistent with the First Party's general document records management policy, or (ii) [NUMBER] years following expiration or termination of the Agreement. AUDIT. The Books and Records shall be available for inspection and copying by any qualified representative or agent of a party or its affiliates, at the expense of that party, subject to the following terms and conditions: such examination shall take place at the principal place of business or the location where the Books and Records are regularly maintained, during normal business hours and only to the extent necessary to verify inventory levels and payment amounts;
