Our Terms
Fulfillment by JournalsAndBooks.com, Inc.

 

PLEASE READ OUR TERMS OF SERVICE AND THE ATTACHED SCHEDULES CAREFULLY, AS YOU ARE BOUND BY THEM.

Agree To Terms

Terms of Service (the "TOS")

Table of Contents

  1. Initial Term
  2. Fulfillment and Services; Payment
  3. Relationship; Fulfillment & Shipping
  4. Tender for Fulfillment
  5. Transfer; Removal of Goods
  6. Handling
  7. Delivery Requirements
  8. Inbound Shipments
  9. Online Seller Obligations
  10. Liability
  11. Legal Liability Insurance
  12. Notice of Loss
  13. Records
  14. Independent Contractor
  15. Relationship; Not A Professional Fundraiser/Solicitor/of Counsel
  16. Compliance With Laws, Ordinances, Rules and Regulations
  17. Representations and Warranties
  18. Termination
  19. Assignment
  20. Applicable Law
  21. Notice
  22. Miscellaneous Provisions

The Schedules

  1. Fulfillment and Design Services
  2. Rates and Charges for the Services
  3. Fulfillment Center Locations
  4. Online Seller Returned Goods Policy
  5. Online Seller Obligations

Addendum

  1. Addendum, Example Calculations

PLEASE READ THIS AGREEMENT AND THE ATTACHED SCHEDULES CAREFULLY, AS YOU ARE BOUND BY THEM.

BY AGREEING TO OUR TERMS OF SERVICE DURING ACCOUNT SIGN UP, REGISTERING, CORRESPONDENCE WITH US, PAYING FOR AND/OR USING OUR SERVICES, YOU ARE AGREEING TO BE BOUND BY THE CONDITIONS AND TERMS OF THIS AGREEMENT AND THE ATTACHED SCHEDULES.

Service Agreement

This Agreement ("Agreement") is between "Fulfillment by JournalsAndBooks.com, Inc.", a New York corporation (“Fulfillment Service”) and the person (individual, company, organization, or legal person) who signs Fulfillment Service's order form ("Order") incorporating this Agreement by reference (“Online Seller”), (together, the “Parties”).

This Agreement, is entered into as of the date that the Online Seller first presents any goods to the Fulfillment Service’s Fulfillment Center or the date that the Online Seller clicks the "I Agree to the Terms of Service" (TOS) box, on Fulfillment Service's website Order Form, whichever is first, (“Commencement Date”).

This Agreement governs Online Seller's use of Fulfillment Service's fulfillment, design and/or related services.

1. Initial Term

The initial term of this Agreement shall begin on the Commencement Date and extended on a month-to-month basis until terminated by providing 30 days advance notice in writing by either party hereto (the “Term”).

2. Fulfillment and Services; Payment

During the Term, Fulfillment Service shall perform certain services for Online Seller, including, without limitation, receipt, put away, hold, picking, shipment, related customer service and administrative functions and other services described in “Schedule A” to this Agreement (collectively, the “Services”). Fulfillment Service shall furnish all personnel, materials, equipment, supplies and other ancillary accessories necessary to perform safely and efficiently the Services. The Services shall be performed by Fulfillment Service in a professional manner.

Rates and charges for the Services are as set forth in “Schedule B” to this Agreement. Online Seller and Fulfillment Service shall review such rates annually. For any services not specified in this Agreement or in “Schedule A”, Online Seller shall pay to the Fulfillment Service such consideration as may be mutually agreed upon in advance in writing. Charges shall be paid by Online Seller within five (5) days after receipt of Fulfillment Service’s statement or invoice for such services with terms of due upon receipt.

Unless otherwise specified, the fulfillment center (“Fulfillment Center”) shall be located at one or more of the locations specified on “Schedule C”. Online Seller shall have full access to the Fulfillment Center during normal business hours and shall have the right to examine, inspect, inventory and count all or any of its goods. Online Seller will coordinate access with Fulfillment Service by appointment.

Fulfillment Service shall be responsible for all operating expenses and fees in connection with the operation of the Fulfillment Center, including rent, utilities, dock doors, seals, HVAC system, common area charges and real estate taxes unless otherwise agreed to by the Parties.

Fulfillment Service shall maintain the Fulfillment Center in a good and orderly condition and shall be responsible for any such related costs.

3. Relationship; Fulfillment & Shipping

Fulfillment Service shall operate at all times as a fulfillment service and shipper and not a warehouse. Online Seller shall not ship goods to Fulfillment Service as a named consignee. Shipments will be consigned to Online Seller c/o Fulfillment Service.

4. Tender for Fulfillment

All goods tendered for fulfillment shall be delivered at the Fulfillment Center separated by SKU, size, color, kind, difference or style, properly-marked and packaged for handling. Online Seller shall furnish (or cause to be furnished) to Fulfillment Service, at or prior to such delivery, a manifest showing goods to be kept and accounted for separately.

5. Transfer; Removal of Goods

Instructions to transfer goods on the books of Fulfillment Service shall not be effective until delivered to and received by Fulfillment Service, and all charges up to the time transfer is made shall be chargeable to Online Seller.

Fulfillment Service may, without notice, move goods within the Fulfillment Center or between Fulfillment Centers in the case of the use of more than one. Fulfillment Service shall not, except as provided in “Schedule C”, move goods to another location without the prior written consent of Online Seller.

If, as a result of the quality or conditions of goods of which Fulfillment Service had no notice at the time of deposit, goods are a hazard to other property, the Fulfillment Center or persons, Fulfillment Service shall immediately notify Online Seller and Online Seller shall thereupon claim its interest in such goods and remove them from the Fulfillment Center at Online Seller’s expense.

6. Handling

Handling rates and charges set forth in Schedule B shall cover ordinary labor and administration involved in receiving goods at the Fulfillment Center door or elevator, placing goods in hold and returning goods to the Fulfillment Center door or elevator.

Receiving of inbound shipments will be on a mutually agreed upon schedule utilizing drop-trailers. Outbound shipments will be coordinated between Online Seller, Fulfillment Service and Transportation Services Provider.

7. Delivery Requirements

No goods shall be delivered or transferred except upon receipt by Fulfillment Service of complete instructions properly authorized and executed by Online Seller.

8. Inbound Shipments

Fulfillment Service shall promptly notify Online Seller of any known discrepancy on inbound shipments and shall protect Online Seller’s interest by placing an appropriate notation on the delivering carrier’s shipping documents. Returned goods shall be governed by Online Seller returned goods policy, a copy of which is attached as “Schedule D” to this Agreement.

Fulfillment Service shall immediately notify Online Seller if any goods are tendered that, because of infestation, contamination or damage, might cause infestation, contamination or damage to the Fulfillment Center or other goods briefly held therein. Fulfillment Service and Online Seller shall determine whether any such goods should be refused. Fulfillment Service shall have no liability for any demurrage, detention, transportation and other charges by virtue of any such refusal by Online Seller, unless the infestation, contamination, or damage is the result of a negligent action or omission of the Fulfillment Service or a violation of the procedures set forth in this Agreement.

9. Online Seller Obligations

Online Seller shall satisfy all obligations set forth in Schedule E (ONLINE SELLER OBLIGATIONS).

10. Liability

Fulfillment Service shall be minimally liable for damages or the loss of or injury to goods briefly held or handled and caused by Fulfillment Service’s failure to exercise such care in regard to the goods as a reasonably careful Fulfillment Service would exercise under like circumstances. Online Seller should have insurance to cover any loss.

Fulfillment Service shall not be liable for damages for any delay or failure in the performance of this Agreement resulting from any cause, except financial, beyond its control, such as acts of nature, fires, explosions, floods, strikes, wars, sabotage, riots or governmental action.

11. Legal Liability Insurance

During the Term, Online Seller should maintain at its expense any legal liability insurance policy. Online Seller has the option to: (1) Add our location to their insurance policy or, (2) Choose to waive inventory insurance by simply having no policy in effect.

12. Notice of Loss

The Fulfillment Service shall promptly notify Online Seller of any loss or damage, regardless of how caused, to goods briefly held or handled.

No claims by Online Seller relating to the losses or damages disclosed as a result of physical inventory reconciliation, accident or negligence shall be presented to the Fulfillment Service.

13. Records

Fulfillment Service shall maintain an accurate count of all shipments of goods into and out of the Fulfillment Center. Fulfillment Service shall report to Online Seller the count taken on each inbound and outbound shipment and, once reported to Online Seller, such count shall establish the number of units and/or cases and/or pallets received or shipped unless other documentation can prove to the contrary.

Fulfillment Service shall maintain complete and accurate books and records, recording all inbound and outbound shipments, so as to produce a continuous balance that shows the number of units, cases or pallets of each Online Seller product that should be in the Fulfillment Center, based on the Fulfillment Service’s count, at any given time.

Upon request, Online Seller shall have the right to examine all of the books and records maintained by Fulfillment Service in connection with this Agreement.

14. Independent Contractor

Fulfillment Service is performing the Services as an Independent Contractor of Online Seller. Nothing contained in this Agreement shall be construed to place Online Seller and Fulfillment Service in a relationship as partners, joint venturers, employer/employee or principal/agent, nor shall Fulfillment Service be considered in any sense an affiliate or subsidiary of Online Seller. Fulfillment Service shall not have any authority to create or assume in Online Seller name or on its behalf any obligation, express or implied, or to act or purport to act as Online Seller agent or legally empowered representative for any purpose whatsoever.

All of Fulfillment Service’s personnel shall be considered employees of Fulfillment Service and under no circumstances shall they be construed or considered to be employees or agents of Online Seller.

Fulfillment Service shall pay and discharge, at its expense, any and all expenses, charges, fees and taxes arising out of or incidental to the carrying on of its business including, without limitation, workmen’s compensation, unemployment insurance and social security taxes levied or assessed with respect to employees of Fulfillment Service.

15. Relationship; Not A Professional Fundraiser/Solicitor/of Counsel

Fulfillment Service provides services to the Online Seller or their employees, directors, managers, contracted professional fundraisers, solicitors, commercial co-venturers and counselors however, the Fulfillment Service is not contracted by the Online Seller as a professional fundraiser, solicitor, counselor or commercial co-venturer. The Fulfillment Service DOES NOT plan, manage, conduct, carry on or assist in connection with a charitable solicitation or sale.

All marketing or solicitations are strictly carried out by Online Seller and the Fulfillment Service is simply a Designer, Packer, Shipper or Support Provider. Fulfillment Service is not a marketer or promoter, even if the Online Seller also or separately contracts the Fulfillment Service’s Hosting Company, GPowerHost, to set up and ensure the smooth operation of any online website offering, promoting or selling merchandise or accepting donations of any kind. In all cases, the Online Seller is the advertiser for the purchase or use of goods, services, entertainment or any other thing and the Fulfillment Service simply performs methodical services for the Online Seller and is not a party to any agreement the Online Seller may have with any third party.

16. Compliance with Laws, Ordinances, Rules and Regulations

Fulfillment Service shall comply with all applicable laws, ordinances, rules and regulations of federal, state, local and other governmental authorities and entities governing the performance of the Services.

17. Representations and Warranties

Online Seller shall keep the goods briefly held for future fulfillment by Fulfillment Service unencumbered and will not sell, encumber, mortgage or promise away the goods to any other party except for sales through those genuine sales channels agreed upon by both Parties and where the Fulfillment Service gets fees (see “Schedule B”) for services (see “Schedule A).

Online Seller represents and warrants that

  1. it is a legal entity that is organized and validly existing under the laws of the State of New York, and it is authorized to do business in each other jurisdiction wherein its ownership of property or conduct of business legally requires such authorization, licensing or qualification, and

  2. it has all requisite power, authority, permits and licenses to:

    1. execute and deliver this Agreement and other document, agreement, certificate or instrument necessary to consummate the transactions and perform its obligations hereunder and,

    2. to own its properties and assets and to carry on and conduct its business as presently conducted. All necessary action to authorize the execution, delivery and performance of this Agreement and to consummate the transactions contemplated hereunder has been taken by Online Seller.

Fulfillment Service shall not take any action that will result in the loss (the selling, mortgaging, encumbering or promising away of goods) to any other party except for sales through those genuine sales channels agreed upon by both Parties where the Online Seller gets services (see “Schedule A) for fees paid (see “Schedule B”).

Fulfillment Service represents and warrants that

  1. it is a corporation duly organized and validly existing under the laws of the State of New York, and it is authorized to do business in each other jurisdiction wherein its ownership of property or conduct of business legally requires such authorization, licensing or qualification, and,

  2. it has all requisite power, authority, franchises, permits and licenses to:

    1. execute and deliver this Agreement and any other document, agreement, certificate or instrument necessary to consummate the transactions and perform its obligations hereunder and,

    2. to own its properties and assets and to carry on and conduct its business as presently conducted or proposed to be conducted. All necessary action to authorize the execution, delivery, and performance of this Agreement and to consummate the transactions contemplated hereunder has been taken by Fulfillment Service.

18. Termination

Either party may terminate this Agreement with 30 days written notice in which case Online Seller shall make arrangements for the removal of its goods from all Fulfillment Service’s Fulfillment Centers at Online Seller’s expense.

Upon termination of this Agreement, both Parties shall cooperate in the timely return of goods or the orderly transition of the Services to another Fulfillment Service.

19. Assignment

Neither party shall, without the prior written consent of the other party (which consent shall not be unreasonably withheld), assign this Agreement by operation of law or otherwise. Notwithstanding the foregoing consent requirement, but without releasing the parties of their obligations under this Agreement, either party may assign this Agreement to one of its wholly-owned affiliates.

20. Applicable Law

This Agreement shall be governed by, enforced, interpreted and construed under the laws of the State of New York. Venue for any action to enforce this Agreement shall be in the County of Kings, State of New York for any such action filed in state court or in the United States District Court for the District in which the Fulfillment Center is located for any such action filed in federal court.

21. Notice

Any notice or other communication required or permitted to be given under this Agreement shall be in writing (including facsimile, email or similar transmission) and if mailed (by U.S. certified mail, return receipt requested, postage prepaid), sent or delivered (including by way of overnight courier service):

If to Fulfillment Service, addressed to:

Director of Operations
JournalsAndBooks.com
130 Palmetto Street, Ste. 301,
Brooklyn, NY 11221-4915 USA

or to such other address as Online Seller or Fulfillment Service shall give notice to the other by like means. All such notices, demands, and communications, if mailed, shall be effective upon the earlier of:

  1. actual receipt by the addressee,

  2. the date shown on the return receipt of such mailing, or

  3. three days after deposit in the mail.

All such notices, demands, and communications, if not mailed, shall be effective upon the earlier of:

  1. actual receipt by the addressee,

  2. with respect to facsimile and similar electronic transmission, the earlier of:

    1. the time that electronic confirmation of a successful transmission is received, or

    2. the date of transmission, if a confirming copy of the transmission is also mailed as described above on the date of transmission, and,

    3. with respect to delivery by overnight courier service, the day after deposit with the courier service, if delivery on such day by such courier is confirmed with the courier or the recipient orally or in writing.

22. Miscellaneous Provisions

The headings contained herein are inserted for convenience only and shall not be deemed to have any substantive meaning.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable in any manner, the remaining provisions of this Agreement shall nonetheless continue in full effect without being impaired or invalidated in any way. In addition, if any provision of this Agreement may be modified by a court of competent jurisdiction such that it may be enforced, then that provision shall be so modified and as modified shall be fully enforced.

Except as otherwise stated in this Agreement, this Agreement contains the entire understanding of the parties respect to its subject matter, and supersedes all prior or contemporaneous agreements, understandings and negotiations. Modification or alteration of this online agreement by the Fulfillment Service shall be deemed effective 30 days after posting here, and any Acceptance, Signature or Digital Signature of the initial Agreement shall be transferred to that online, amended or modified agreement.

Initially, this Agreement may be executed in multiple counterparts (example: Online Seller submits an Order Form and clicks the "I Agree to the Terms of Service" (TOS) box (Digital Signature), and Fulfillment Service signs a separate copy and signs it with an actual or a Digital Signature yet both Parties have indeed signed), each of which shall be deemed an original and all of which shall constitute one Agreement. The signature of any party to any counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart. Facsimile or scanned signatures shall be deemed effective as originals.

Each party agrees to sign and deliver all documents, instruments, certificates and applications reasonably necessary to consummate the transactions contemplated by this Agreement.

This Agreement is solely for the benefit of the Parties hereto and shall not confer upon third parties any remedy claims or actions or other right.

IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date first set forth above.

By ONLINE SELLER:

By: ________________________________________________

Title: ________________________________________________

By FULFILLMENT SERVICE, JournalsAndBooks.com, Inc.:

By: ________________________________________________

Title: ________________________________________________

The Schedules

A. Fulfillment and Design Services

Design and Periodic Update to Inserts and Promotional Materials

Unless otherwise instructed, Fulfillment Service will periodically design and update promo offers like a standard "Next purchase discount" card that would routinely added to each shipment and also can be given out by Online Seller at events and for inclusion in Fulfillment Service mailings. Discounts would range from 15-20% off a next purchase or deeper discounts (like 30-70% off) a particular closeout item or a closeout category, sale. Closeout discounts will be gauged to meet Online Seller's set goals to eliminate overstocked and discontinued items. Free merchandise offers, like: "Buy one/two/three items in a particular category and get a free item from another category" will also be submitted for Online Seller's approval, periodically.

These services will be continued to be offered by Fulfillment Service as long as Online Seller generally accepts the work (with minimal changes—three rounds, max), meets its obligations (See: “Schedule E”, Online Seller Obligations, Promotional Materials), and as long as providing this service has a measurable, significant effect on sales).

Virtual Offers, Online and Social Media Promotional Materials

Unless otherwise instructed, Fulfillment Service will periodically design and update promo offers like a standard "Giving Tuesday" and other seasonal offers and coupons along with graphics that would be made available for the Online Seller to share, widely. Generally, one or two offers will be on hand for Online Seller to target in their duty to promote.

These services will be continued to be offered by Fulfillment Service as long as Online Seller generally accepts the work (with minimal changes—three rounds, max), meets its obligations (See: “Schedule E”, Online Seller Obligations, Promotional Materials), and as long as providing this service has a measurable, significant effect on sales).

Product Variants, Color-way, Add-on Testing and Special Runs

Unless otherwise instructed, Fulfillment Service will periodically design and update small run product variations, like: differing color combinations, premium materials and add-on items with the same artwork to be added to larger orders or as smaller single runs to test the acceptance of variations and to keep the shop fresh and give reason for customers to return shop.

Some examples are: A sweatshirt, hoodie, baseball cap that matches a popular T-shirt already being sold. A heavier weight, or lighter fabric (often along with a looser or more tailored cut), short-run postcards, stickers, magnets or posters. Special sewn-in official, product merchandising labels (adds a premium look and can protect against infringement).

These services will be continued to be offered by Fulfillment Service as long as Online Seller generally accepts the work (with minimal changes—three rounds, max), meets its obligations (See: “Schedule E”, Online Seller Obligations, New Products and Variants), and as long as providing this service has a measurable, significant effect on sales).

New Products, New Designs, New Markets

As directed, the Fulfillment Service will work with the Online Seller to help design new products, new designs and also weigh-in on ways to sell to new markets or channels.

These services will be continued to be offered by Fulfillment Service as long as Online Seller generally accepts the work (with minimal changes—three rounds, max), meets its obligations (See: “Schedule E”, Online Seller Obligations, New Products and Variants), and as long as providing this service has a measurable, significant effect on sales).

An Aid to Management but Not a Management Replacement

Fulfillment Service can handle many kinds merchandising fulfillment tasks—except in person and event sales. Fulfillment Service will focus on supporting the Online Seller's merchandising. While the Online Seller still needs to manage their own sales growth, their managers and/or directors can certainly offload many common tasks to the Fulfillment Service which, is as a service bureau for fulfillment and design services.

Fulfillment Service has broad discretion as to how they can perform assigned tasks as long as their actions don't transfer any rights away from the Online Seller. In the case of pre-authorized tasks that include inventory and other purchases (exceeding $200), the Fulfillment Service would submit purchase requests to an Online Seller's designated manager and/or director for their approval. As long as specific guidelines are set by the Online Seller, the Fulfillment Service can do things. Though, while the Fulfillment Service may perform many wrote, yet important tasks for the manager, they are simply taking orders and reporting the results back to the Online Seller, who is the leader.

An illustrative example of what can and can't be done would be: the Fulfillment Service can't perform duties like "Try and increase sales by 20% this summer." However, they can perform the task: "Design a new T-shirt, for Online Seller approval, with that design targeted for the XYZ market, with similar appeal as our iconic, ABC product except, make it more colorful." Or, they could do this, "Design a 20% off coupon good for any second purchase as an insert to be added to first time buyer's shipments". Our examples illustrate the differences between being a director or manager of marketing and growth as opposed to one of a service bureau performing tasks set by managers as part of their own, or internal organizational goals and direction.

Shipping and Order Processing Time Frames

While there are no guarantees, Fulfillment Service will process orders and ship at least weekly and often daily. Several times a year, the Fulfillment Service's shipping department takes a company-wide vacation or holiday and during this period, approximately for five days, no orders are processed (though customer service inquiries are answered). During company-wide holidays, a notice is posted on the Online Seller's store alerting folks to the shipment delay.

Non mark-up of Third-party Fees or Expenses

Often, the customer pays shipping costs (likely real-time quoted in the cart) and the Fulfillment Service would look to get the customer (and Online Seller as they are ultimately responsible for paying shipping) the lowest shipping prices. Fulfillment Service doesn't mark-up any expenses as they are stewards to maximizing Online Seller's net and reducing costs is often prudent.

Indicia Account

The Fulfillment Service will from time-to-time review the Stamps.com (or other indicia service approved by both parties) account performing spot checks to determine if postage costs are accurately reflected. The Fulfillment Service will never markup or receive compensation from ay third party for postage/shipping and the Fulfillment Service's duty will be to help review and find lower rates and ensure the Online Seller receives discounted shipping over prices paid at post offices or postal like shipping stores.

B. Rates and Charges for the Services

Fulfillment Service will provide a basic accounting for the orders processed. The Fulfillment Service fee of 25% is based on the NET SALES, which is typically the price the customer pays less cost of goods and the cost of shipping.

What's Included in the Fee

The Fulfillment Service's fee covers:

  1. personnel costs and benefits (shipping labor, customer service labor, designer labor),

  2. planning

  3. inventory assessment,

  4. art/graphics (internally sourced artwork and design),

  5. laser printing of labels, invoices and packing slips (but not inserts),

  6. envelopes, boxes, padding, tape,

  7. phone charges,

  8. product design costs (except any design related, third-party fees charged by a manufacturer like: alterations, plates, film, screens, etc.),

  9. shop design costs,

  10. internally sourced photography (except any fees paid to models),

  11. inventory management costs (labor, barcoding, reporting, temporary bagging, trays, boxes, sorting),

  12. day-to-day hold fees (at our Fulfillment Center, only),

  13. reasonable reporting and accounting costs, and

  14. pretty much all fulfillment labor and non-management tasks for the operation of the Online Seller's store (except hosting, and sales and customer acquisition costs).

What's NOT Included in the Fee

The 25% fee would NOT cover things, like any:

  1. printing and manufacture of promotional insert materials,

  2. freight and shipping,

  3. cost of goods,

  4. free-gift and giveaway items,

  5. externally sourced artwork or creative works,

  6. fees paid to models,

  7. third party transaction fees that might be incurred (if the Online Seller had a store on a site like Amazon),

  8. sales and customer acquisition costs (marketing, promotion or advertising),

  9. credit card processing, merchant service fees (like: PayPal or Stripe Fees, etc.), and any

  10. other third-party expense.

Any Donations Not A Part of Fee Structure

If the Online Seller asks for any donations (to its organization or any third-party) as part of a goods ordering checkout process, the Fulfillment Service would not count any donation as part of the amount from which a 25% fee would be assessed. The fee would be based on the net sales, otherwise.

A Fair Fee, for a Great Deal of Work and Sincere Dedication!

While the Fulfillment Service is a for-profit company, they are employee owned, collectively directed and managed and after paying expenses and overhead, anything left assuredly goes back into payroll and benefits. Employees earn highly equalized pay and benefits as we value each workers' contribution being of equal importance to the whole. The Fulfillment Service's prime goals are:

  1. to be sourceful for employees, clients, vendors and end-customers—we support them, in their endeavors: we support each other for our common wellbeing;

  2. to encourage employees to make decisions on a day-to-day basis so that they are in control of their work environments, having the greatest impact over the way tasks are done on client's behalves and the deciders' of the direction of the company itself; being respectful of, paying and protecting all of us;

  3. to service their client's superbly, giving them exceptional value; operating with complete integrity;

  4. to treat its well-deserved, like-valued, vendors with respect ensuring mutual fairness and equity;

  5. to ensure that all end-customers are well supported and satisfied; and

  6. to be stalwart stewards of our environment in a never ending process of learning, doing and improving.

Slow Moving Merchandise

Fulfillment Service does not charge for shelf space, unless the agreement is cancelled and the Online Seller fails to immediately take back its inventory (see that trigger: Schedule E, CANCELLATION). However, this capacity isn't unlimited so, as long as both Parties agree to reduce inventory that doesn’t sell well, we don't charge for shelf space. To prevent shelf space from being wasted with inventory that doesn't provide revenue, typically, the Fulfillment Service would place any slow moving merchandise on sale to try and reduce stock. Goods that don’t sell well are defined as:

Any inventory that would not be expected to be consumed over the course of 15 months (based on prior sales data of at least six months unless, the merchandise is seasonal and then we look to the prior 12 months).

The reduction of non-moving inventory would be by typical industry means and would generally be at a full or partial loss, such as:

  • a clearance sale (typically at or near a loss),

  • donation to other non-profit (a loss),

  • sale via some overstock channel (typically at or near a loss), etc.

If the Parties can’t agree to offload stock, the Online Seller will have the option to retain stock at the Fulfillment Service’s facilities and pay a holding expense of $35 per storage shelf/month, or fraction thereof, for the slow moving merchandise.

Returns: Fulfillment Service Assumes a Risk

The Fulfillment Service assumes its share of risk for Product Returns and Exchanges, where that risk is for things already in its realm—not the cost of goods or shipping fees—here, the Fulfillment Service bears most any loss from additional fulfillment, labor, materials and substantial added customer service costs. However, in no case will the Fulfillment Service be liable for any loss incurred by a third-party, nor will they be liable for things not in their realm, such as the cost of goods, free gifts, shipping fees, etc.

Handling

For the most part, the 25% of the Net fee covers all handing except, fulfillment to the Online Seller for event sales (see: Online Seller INITIATED STOCK CHANGES, below) or if the contract is cancelled and Vender fails to retrieve goods (See: Schedule E, Online Seller OBLIGATIONS, CANCELLATION).

Online Seller Initiated Stock Changes

A $1 per unit or garment (or $5 per lot of pre-counted, small items, like a pack of buttons) fee applies to all merchandise checked in and out of the Fulfillment Service maintained inventory by the Online Seller for in-person/event/other purposes or sales plus, any freight or delivery expenses.

This could be used to ship at cost merchandise to employees or members, for their own use. The $1 per garment fee would cover packaging and label printing and the recipient or the Online Seller would have to pay shipping and the cost of goods. Beyond this, no other Fulfillment Service fees would be added. Note: to utilize this service, both Parties would have to agree that any offer was not being abused as the Fulfillment Service cannot withstand a more than a fraction of a percentage of items being shipped at this highly subsidized rate.

C. Fulfillment Center Locations

Where Online Seller's Goods are Briefly Held and
Fulfillment Service's Postal Address

The location of the Fulfillment Service's fulfillment center is at:

Fulfillment by JournalsAndBooks.com, Inc.
130 Palmetto Street, Suite 301,
Brooklyn, NY 11221

Fulfillment Service's Shipping Address

If shipping goods, the Online Seller must list their company name followed by an "In Care of (c/o)" line and the Fulfillment Service's fulfillment center address:

Online Seller's Name
c/o Fulfillment by JournalsAndBooks.com, Inc.	
130 Palmetto Street, Suite 301,
Brooklyn, NY 11221

D. Online Seller Returned Goods Policy

Inbound/Outbound

Any loss, risk, expenses and third-party fees incurred due to: manufacturer substandard goods, defects, damages, customer returns or goodwill promotions are to be born by the Online Seller.

Small Dollar Losses Costing Online Seller up to $200, Each

In the normal course of business, the Fulfillment Service shall make "good-will" negotiations, trade-aways, give-aways, acceptances or renegotiations with third-parties, manufacturers, shippers or customers where the course of action will likely result in a probable loss or cost to the Online Seller of less than $200 (Small Dollar Loss). The Fulfillment Service's decisions in Small Dollar Loss matters needn't be pre-approved by the Online Seller. Additionally, if in good faith, the Fulfillment Service misjudges the actual Small Dollar Loss amount and the Online Seller's cost or loss is greater than $200 the Online Seller is still responsible.

Small Dollar Loss, Examples

While nobody likes a loss, certain kinds of Small Dollar Losses can be common occurrences in e-commerce.

Examples of Small Dollar Losses include:

  • Goodwill reshipments of lost in transit goods to customers,

  • Gifts to customers who have had an issue or complaint,

  • Refunds (full or partial) to customers who have had an issue or complaint,

  • Acceptance of substandard goods from a manufacturer (for a discount, credit or no compensation),

  • Forgoing shipping damages (not making trivial claims)

  • and others particularly fitting Online Seller's product type, pricing, merchandise quality and market.

Small Dollar Loss, Causes

Fighting and arguing with customers isn't a good policy. In fact, the Fulfillment Service is thankful when customers do reach out and bring up issues because complaints are often an inexpensive way to uncover issues with:

  • the Online Seller's manufacturing processes,

  • the Fulfillment Service's packing or handling processes,

  • inaccurate or insufficient online product descriptions or photos, or

  • issues with shipping methods.

Small Dollar Loss, Remedies

The Fulfillment Service rarely asks for items to be returned because customers should not have to jump through hoops when one of the Parties' processes are to blame. Generally, a refund or a replacement is sent often based on the customer's preference yet at the Fulfillment Service's discretion. Occasionally, the Fulfillment Service will ask if the customer can send a snapshot of the issue (if a previously unknown quality issue can be discerned via a photo—we'll try and save time and expense in return shipping). In some, rare circumstances, the Fulfillment Service will attempt to get a Merchandise Return at the Online Seller's expense:

  • when the claim is highly suspected or obviously fraudulent,

  • when the item is extremely expensive (and a claim to the manufacturer can't be made by affidavit—manufacturer requires product return)

  • when the claim is so unusual that one of the Parties would benefit by seeing the issue first hand.

What about fraudulent claims? There are such very, very infrequent times where a customer's complaint is suspected as not genuine that the Fulfillment Service generally doesn't recommend fighting these.

Small Dollar Loss, Reporting, Minimal

Generally, the Fulfillment Service doesn't report individual Small Dollar Losses to the Online Seller rather, there exists complete notes in order logs and a single line item, "Total Returns" is reported periodically to the Online Seller. However, detailed reporting will be provided to the Online Seller if the Fulfillment Service uncovers an issue that:

  • isn't easily resolved or would require an Online Seller decision/action to rectify,

  • is determined as or could likely become chronic,

  • is unusual and not considered a normal kind of claim or loss.

The Online Seller can inspect the logs at any time as they are often attached directly to the order, depending on the Online Sellers's technology.

E. Online Seller Obligations

Promotional Materials

Fulfillment Service will continue to do work related to Promotional Materials (See: Design and Periodic Update to Inserts and Promotional Materials and Virtual Offers, Online and Social Media Promotional Materials) as long as:

  1. Online Seller continues to pay for the printing of Promotional Materials,

  2. Online Seller continues to allow their largely uninterrupted use, and

  3. in the case of Virtual Offers:

    • Online Seller uses most of materials provided,

    • Online Seller reports back and gives feedback as to what is:

      • useful,

      • needed and wanted, and

      • what is not needed and unwanted.

    • Online Seller shares the materials regularly within their networks; AND

    • as long as providing these services has a measurable, significant effect on sales.

  4. Online Seller must generally accept the work provided by the Fulfillment Service, with minimal changes—three rounds, max—and any excess work or rounds will be billed at an additional rate (see: Extra Services Policy).

New Products and Variants

Fulfillment Service will continue to do work related to New Products and Variants (See: Product Variants, Color-way, Add-on Testing and Special Runs and New Products, New Designs, New Markets) as long as:

  1. Online Seller continues to pay for the manufacture of these products,

  2. allows their largely uninterrupted sale (until stock is depleted), and

  3. as long as providing these services has a measurable, significant effect on sales.

Online Store Fees; Online Seller's Own or any Third Party

The Online Seller is responsible for paying for all of the expenses for its own online shop as wall as any third-party store or marketplace (like: Amazon, eBay, etc.). Additionally, while the Fulfillment Company will likely perform many of the operations of any shop(s) the Online Seller will dutifully cause the installation of and pay any third-party fees for any reasonably necessary software, plugins, custom code or whatever is necessary to make is so that the Fulfillment Company can perform its tasks efficiently and without undue effort. Specifically, normally acceptable levels of automation with respect to shipping, tracking, sales tax, and reporting are required.

Online Seller's Pays For All Cost Of Goods

The Online Seller is responsible for paying for all of the Cost of Goods and any gifts or other merchandise to be Fulfilled (briefly held, shipped or serviced by Fulfillment Company on behalf of Online Seller). Additionally, the Online Seller shall ensure and cause that sufficient stock is available to fulfill all orders placed by customers.

Online Seller's Pays For any Modeling Fees

While the Fulfillment Company will supply in-house product photography services it is generally understood that products like: T-shirts, and other clothing and accessories do not sell well unless they have high quality models that meet the appearances of the product's target market and the Online Seller will be required to pay modeling fees from time-to-time.

Online Seller's Pays For any Advertising, Promotions and Marketing

Generally, it is beyond the scope of the Fulfillment Company to get involved in the sales or offering process (beyond servicing sales once they occur) and in any event, the Online Seller shall pay any and all advertising, promotions and marketing related costs.

Online Seller's Assumed Risks with Respect to FulFillment

The Online Seller assumes all risks related to the order fulfillment process unless they are risks specifically claimed as within the realm of responsibility of the FulFillment Company (see: Schedule, Rates and Charges for the Services, Returns: Fulfillment Service Assumes a Risk). Online Seller's Assumed Risks are commonly for returns or sub-standard goods related losses: risk of loss of goods, original and added shipping/freight and any credit card or Fulfillment Service fees (if, unreturned or appropriately not waived).

Shipping and Indicia Account

Online Seller pay for all freight and shipping and must maintain a fully funded account, in good standing, at Stamps.com (or other indicia or shipping company service as determined by both parties) such that the Fulfillment Service can ship out and fulfill orders at will without any delay or prior authorization process.

Stamps.com monthly fees are usually less than $20/month (plus any taxes) and the postage is debited to the Online Seller's debit card in advance adding a positive deposit amount to the Stamps.com account from which postage can be printed (withdrawn) by Fulfillment Service. Deposit amounts of typically $100-$250 are determined by Fulfillment Service based on the maximum cost to ship one week's worth of goods or $100 whichever is greater.

The deposit amount is typically able to be used by an interface in the shopping cart and as each order is shipped the actual cost to ship that order is deducted from the Stamps.com deposit balance. Alternately, the Fulfillment Service can provide a batch or data feed to print out USPS indicia or, the Fulfillment Service has the option of using the Stamps.com online interface to print or manage postage.

In all cases, as orders are fulfilled shipping is deducted as shipping labels are created and the Online Seller can login to the shopping cart and compare the amount of postage printed for each order and compare/reconcile the cost of postage as debited in the Stamps.com account and in this way the Online Seller will have access to all data and be able to spot check or fully audit postage charges.

The Fulfillment Service would prefer that the Online Seller not use the Stamps.com (or other Indicia) account for printing of any other postage (or, carefully set up multiple users and an automated way to have postage processed be separated in the Indicia Account for all users) as not to introduce any additional transactions to the account making Online Seller initiated reconciliation more difficult. The Fulfillment Service will provide an accounting of postage but it is the Online Sellers responsibility to perform any reconciliation and to pay for all postage and fees charged by Stamps.com.

Credit Card Processing Account

The Online Seller shall pay all credit card processing fees and maintain a Stripe.com and/or a PayPal.com or other provider account(s), as agreed to by both parties. The account shall remain in good standing and without any restriction or impairment to ensure the full operation of the shopping cart.

In-person And Event Sales

If Online Sellers wants to do any in-person or event sales (drawn from stock maintained by the Fulfillment Company) they will need submit an order request for merchandise to the Fulfillment Service 14 days in advance and the Fulfillment Service will either ship out or arrange a time for the Online Seller to pickup the merchandise. If, in the sole opinion of the Fulfillment Service, the order request for merchandise by the Online Seller would likely cause insufficient stock to exist online, the Fulfillment Service may refuse to fulfill all or part of the order. Therefore, it is in the best interest of the Online Seller to ensure that they submit large estimates months in advance and be prepared to approve and pay for additional stock to be manufactured so that the cart can remain fully in-stock. Fees are incurred (see: Schedule, Rates and Charges for the Services, Online Seller Initiated Stock Changes).

Shipment Stock Verification

It is the responsibility of the Online Seller receiving any shipment by the Fulfillment Service to report any discrepancies immediately, within 24 hours of receipt of the shipment, to the Fulfillment Service. Additionally, the Online Seller shall not ship any stock to the Fulfillment Service without a written out and signed manifest detailing each item (style, color, size, any noted damage/defect) accompanying the shipment. Any manifest must include viable contact means of the signer.

Social Media Sharing

Fulfillment Service stresses that frequent sharing and posting on social media and any on blogs is an important part that Online Seller would retain as Fulfillment Service isn't a voice of the Online Seller. Failure to share, regularly, will result in much lower merchandise sales. The Fulfillment Service will be happy to provide sample content to share however, the act of sharing/posting is a paramountly important part of the Online Seller's obligations.

Cancellation

Online Seller pays for any freight, boxes and holding expense: a holding expense of $35 per storage shelf per month, or fraction thereof, will be assessed beginning at the moment of service cancellation until shipping back to Online Seller occurs. There is also a per unit cost to account for, pack and ship out goods (see: Online Seller INITIATED STOCK CHANGES). Plus, any yet un-billed expenses (see: Schedule, Rates and Charges for the Services, Online Seller Initiated Stock Changes).

Hosting

The Online Seller is still responsible for all of the Hosting, Maintenance and Domain Registration fees as billed and obligated with their hosting provider(s) even if that hosting provider is an affiliate of the Fulfillment Company (gPowerHost is a unit of the Fulfillment Service) and no discounts, offsets or changes in services are anticipated to occur due to the execution of this agreement. Hosting quality is an important part of having a successful online shop and both parties must mutually agree upon the ecommerce host and any associated service level (plan) of the Online Seller.

Addendum, Example Calculations

Ways an Online Seller Might Have Been Faring

Some Online Sellers might take this occasion to rethink their pricing and shipping costs. First, we'll look at some examples of how an Online Seller might be presently doing it, maybe you'll see your scenario here. Here's some examples:

In-house Fulfillment, T-Shirt at $26, shipping included, with a $10 Cost of Goods

ASSUMPTIONS: Cost of Goods = T-shirt cost, as regularly determined, generally, invoice from manufacturer including any freight. Shipping = From coast-to-coast purchased at Post Office, First Class $5.66, Priority Mail $7.35+.

 $26.00  Customer Price
-$10.00  Cost of Goods
 -$5.66  Shipping
=======================
 $10.34  Net Sales

Analysis

For-profit, Good Choice: The above example would be a good choice if you are a for-profit company selling goods in a crowded marketplace where your design would be somewhat sought after yet, your competitors have the same or similar deigns. Rational, the price is high for a commodity (T-shirt) so $26 would indicate a cool design, and one would only include the shipping in the price if they had to sell against heavy competition where the competitors also have free shipping.

Non-profit, Good Choice: The above example would be a good choice if you are a non-profit organization selling goods in a crowded marketplace where your design was POOR or, your competitors have the same or similar deigns. Rational, the price is high for a commodity (T-shirt) so $26 would indicate either a cool design or folks' willingness to pay more for a poor design from your non-profit, and one would only include the shipping in the price if they had to sell against heavy competition where the competitors also have free shipping.

For-profit, Poor Choice: The above example would be a poor choice if you were a company with a poor design and/or had little to no competition. Rational, the price is a pricy for commodity (T-shirt) so either look for a better design, or lower your price if the design is poor.

Non-profit, Poor Choice: The above example would be a poor choice if you were a non-profit organization with a cool design and had little to no competition. Rational, the price is low for a fundraising (T-shirt) so either look for a better design, or raise your price if the design is cool. If you are concerned about low-income folks, staff or volunteers consider at cost sales (or ask a sponsor to pay) at in-person, volunteer activities as a way to address those concerns.

In-house Fulfillment, T-Shirt at $35, shipping included, with a $10 Cost of Goods

ASSUMPTIONS: Cost of Goods = T-shirt cost, as regularly determined, generally, invoice from manufacturer including any freight. Shipping = From coast-to-coast purchased at Post Office, First Class $5.66, Priority Mail $7.35+.

 $35.00  Customer Price
-$10.00  Cost of Goods
 -$5.66  Shipping
=======================
 $19.34  Net Sales

Analysis

For-profit, Good Choice: The above example would be a good choice if you are a for-profit company selling goods in a crowded marketplace where your design would be highly sought after yet, your competitors have substantially different but also cool deigns. Rational, the price is very high for a commodity (T-shirt) so $35 would indicate an exceptional design, and one would only include the shipping in the price if they had to sell against heavy competition where the competitors also have free shipping.

Non-profit, Good Choice: The above example would be a good choice if you are a non-profit organization selling goods in a crowded marketplace where your design was great AND your competitors have the same or similar deigns. Rational, the price is very high for a commodity (T-shirt) so $35 would indicate either a very cool design or folks' strong willingness to pay more for a fair design from your non-profit, and one would only include the shipping in the price if they had to sell against heavy competition where the competitors also have free shipping.

For-profit/Non-profit, Poor Choice: The above example would be a poor choice if you are a non-profit organization or a company selling goods in a non-crowded marketplace. Rational, the price is very high for a commodity (T-shirt) so $35 would indicate either a very cool design or folks' strong willingness to pay more for a fair design from your non-profit, and one would only include the shipping in the price if they had to sell against heavy competition where the competitors also have free shipping.

In-house Fulfillment, T-Shirt at $30, plus shipping, with a $10 Cost of Goods

ASSUMPTIONS: Cost of Goods = T-shirt cost, as regularly determined, generally, invoice from manufacturer including any freight. Shipping = From coast-to-coast purchased at Post Office, First Class $5.66, Priority Mail $7.35+. Customer Price With shipping = First Class $35.66, Priority Mail $37.35+.

 $30.00  Customer Price
-$10.00  Cost of Goods
=======================
 $20.00	 Net Sales

Analysis

For-profit, Good Choice: The above example would be a good choice if you are a for-profit company selling goods in a marketplace without much competition where your design would be highly sought after. Rational, the price is very high for a commodity (T-shirt) so $30 would indicate a strong design, and one would only charge for shipping if there was little to no competition.

Non-profit, Good Choice: The above example would be a good choice if you are a non-profit organization selling goods in a marketplace where your design was great AND you had little to no competition. Rational, the price is high for a commodity (T-shirt) so $30 would indicate either a very cool design or folks' overwhelming willingness to pay more for a fair design from your non-profit.

For-profit/Non-profit, Poor Choice: The above example would be a poor choice if you are a for-profit company selling goods in a marketplace with much competition or if your design was anything but stellar. Rational, the price is very high for a commodity (T-shirt) so $30 for a poorer design would not fare well in a crowded marketplace.

Ways an Online Store Can Have a Stronger Position

If you don't have the staffing to ship out orders nearly on a daily basis or, if that staffing could be better utilized fulfilling a core mission that's good reason to use an outside fulfillment company. We recommend focusing on keeping strong sellers, getting rid of poor selling items and work to develop additional items until you gather a strong suit of products. This is a never ending process since you have to keep a shop looking fresh.

With our outside Fulfillment Company, you'd hopefully see increased repeat orders as folks get really excited when their orders are fulfilled rapidly. With our outside fulfillment, here's some examples on how the calculations would go:

Fulfillment Company, T-Shirt at $30, plus shipping, with a $10 Cost of Goods

ASSUMPTIONS: Cost of Goods = T-shirt cost, as regularly determined, generally, invoice from manufacturer including any freight. Shipping = From coast-to-coast purchased at Post Office, First Class $5.66, Priority Mail $7.35+. Customer Price With shipping = First Class $35.66, Priority Mail $37.35+. Our Fee = 25% of Net Sales ($20 * .25).

 $30.00  Customer Price
-$10.00  Cost of Goods
=======================
 $20.00	 Net Sales
 
 -$5.00  Our Fee
===================
 $15.00  Seller Net