Fulfilment Terms of Service (Americas Region)

These Fulfilment Terms of Service form a supplementary set of conditions to those identified here: General Primis Terms of Use

1. General

1.1. Definitions:

For the purposes of these Terms of Service, the following words shall have the following meanings:

Authority means any duly constituted legal or administrative entity, which exercises jurisdiction or has authority within any nation, state, municipality, port, or airport.

Agreement means these Terms of Service, the general Primis Terms of Use found here and the terms of the Order Form

Charges means all freight, costs, fees, expenses, commissions, duties, penalties, taxes, surcharges and/or charges payable to Primis in respect of the Services and in accordance with the applicable tariff (if any) and/or these Terms of Service.

Company means the Company as referenced within the Order Form.

Compliant Items means Goods/Inventory tendered to Primis (or its Subcontractor) that are properly prepared for standard warehouse receiving, storage, picking, and parcel shipment. This includes being correctly packaged, accurately and legibly labeled with scannable unit and/or case-level barcodes/SKU identifiers matching the Company’s item master, and accompanied by correct inbound documentation.

Dangerous Goods means goods, which are or may become dangerous, hazardous, noxious, inflammable, explosive or which are or may become liable to damage any property or person whatsoever.

Force Majeure Event means any circumstance or event not foreseeable, and even if foreseeable, it is not within a Party’s reasonable control, and could not be avoided if such Party was acting as a reasonable and prudent person. Force Majeure Event includes but is not limited to acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, revoking or failing to grant a necessary license or consent; collapse of buildings, fire, explosion or accident; any labor or trade dispute, strikes, industrial action or lockouts; and interruption or failure of utility service.

General Primis Terms of Use means those provisions contained with the Terms of Use found here: https://Primis.cx/terms-of-use/

Goods means the whole or any part of the cargo and any packaging accepted from the Company.

Instructions means a statement of the specific requirements from the Company, an Authority and/or any other Person entitled to give them.

Label Services means the digital generation of shipping labels, rate lookups, carrier compliant layout generation, and electronic manifest submission for carrier handover.

Non-Compliant Items means any Goods/Inventory that do not meet the “Compliant Items” standard, including, without limitation, Goods that: 1) lack required scannable barcodes/SKU identifiers or have incorrect, duplicate, mismatched, or illegible labels; 2) are damaged, leaking, opened/tampered with, expired, or otherwise unsaleable; 3) are improperly packaged or unsafe for normal warehouse handling and parcel shipment; 4) do not match the Company’s item master or inbound documentation (e.g., wrong SKU, mixed SKUs, missing components, quantity discrepancies); or 5) require unexpected quarantine, rework, relabeling, kitting, or other special handling beyond standard Services.

Order Form means the Order Form entered into between the parties for the Services

Primis means Primis Communications Limited and any of its direct or indirect subsidiaries, affiliates, associates, agents or Subcontractor

Returns Management Service means the receiving, inspection, condition assessment, salability determination, photographic documentation, and inventory processing of customer-returned shipments.

Services means any or all services and activities carried out by Primis (or its Subcontractors) for the Company and/or related to Goods. This includes, but is not limited to, loading, packing, transporting, carrying, unloading, unpacking, warehousing, storage, Delivery, Returns Management Service, Label Services, and any other operations and services performed by or on behalf of Primis in relation to the Goods.

Subcontractor includes third-party logistics (3PL) providers, warehouse operators, fulfillment network operators, charterers and operators of vessels (other than Primis), stevedores, terminal and groupage operators, road rail and air transport operators, forwarding agents, warehousemen, and any independent contractors and agents employed by Primis in the performance of the Services and any direct or indirect subcontractors, servants and agents thereof, whether in direct contractual privity or not.

Term means the Term of the Order Form

Terms of Service means these Fulfilment Terms of Service as may be amended from time to time in accordance with the terms hereof.

Transport Method means any packing case, pallet, container, flat rack, platform, trailer, or other method used in connection with the carriage of Goods by land, sea or air.

1.2. In the event of any conflict between the provisions of this Agreement the following order of precedence shall apply:

1.2.1. The Order Form and any Special Terms contained within it;

1.2.2. These Terms of Service; and

1.2.3. General Primis Terms of Use.

1.3. Headings in this Agreement are for ease of reference only and shall not affect the interpretation of any provision.

1.4. Unless the context requires otherwise, references to the singular shall include references to the plural and vice versa.

2. Services and Charges.

2.1 Scope of Services

a) Primis agrees to commence preparation to provide to Company the services, as identified in the Order Form, mutually agreed to by the parties with respect to Company’s Goods in a manner to fulfil the Company’s requirements.

b) The Order Form includes details of Charges and these Terms of Service shall be incorporated and made part of the Order Form.

c) Primis will promptly advise Company in writing at any time that Primis believes modifications to the Services are needed to achieve such results, and if such modifications are material, the parties may agree on a change in the Services in accordance with this Section 2.1.

d) If Company desires to purchase services in addition to the Services or add goods in addition to the Goods or modify the Services, Company shall submit a written request for such changes to Primis, and Primis will then prepare a document (a “Change Order”) or a new “Order Form” outlining the scope of additional work and describing the particular additional services to be purchased by Company and provided by Primis, together with pricing for the additional services and timelines, as applicable.

e) If and when the parties execute a mutually agreed upon Change Order, it will become part of the Order Form and the additional services and/or goods described therein shall thereafter be included in the Services and the Goods covered by the Order Form. Unless and until the parties execute the Change Order, however, Primis shall have no duty to furnish the additional services or handle any additional goods.

2.2 Charges.

(a) Company shall pay for the Services furnished by Primis at the rates set forth in the Order Form and referred to herein as the “Charges.”  Unless otherwise agreed between the Parties and expressly stipulated in the Order Form, on April 1 of each year regardless of the Effective Date, Charges are subject to annual cost of living increases as applicable.  Primis may change the Charges by giving prior written notice of such increase to Company at least thirty (30) days prior to the effectiveness of such change.

(b) Notwithstanding anything to the contrary contained herein, Primis may increase Charges for postage, freight, or other shipping services upon prior written notice to Company. In Addition, third party vendors frequently increase the rates for such services charged to Primis, and while Primis shall endeavour to provide notice of rate increases to Company, such rate increases will be effective at the time the increase is imposed upon Primis. If Primis allocates the cost of the service provided by such vendor to multiple customers (e.g., the service comprises part of “overhead”), such notice of increased third party vendor rates shall be accompanied by a reasonably detailed description of the basis on which Primis is allocating the increased rates among its customers. If the revised third party vendor Charges are unacceptable to Company, Company shall stipulate to Primis, in writing, an alternate third party vendor source to be used for Company. Primis shall use best efforts to use the services of third party vendors selected by Company. If Primis is unable for any reason whatsoever to engage such third party vendor, Primis shall have the discretion to engage a third party vendor of its choice. Any increase in costs for the services in this Section 2.2(b) provided by third party vendors selected by Company shall be borne by Company.

(c) Dimensional Pricing: Company agrees that shipping charges are calculated based on dimensional weight when dimensional weight exceeds actual weight. The calculation is determined as (where L, W and H represent the length, width, and height of the outer packaging in inches):

Dimensional Weight = L x W x H / 166

(d) Out-of-Scope Work: Any administrative, operational, or manual warehouse labor requested by the Company that is not explicitly priced in the Order Form shall be classified as “Out-of-Scope Work” and billed in quarter-hour increments at the standard hourly rate set forth in the Rate Card attached to the Order Form. Primis will seek written approval before commencing substantial Out-of-Scope Work, except where immediate action is required to preserve safety or prevent damage to property.

3. Primis’ Representations and Responsibilities.

3.1 Performance. Primis will perform the Services on a timely basis and in accordance with these Terms of Service, subject to Company’s satisfactory compliance with all of its precedent obligations hereunder. Primis shall not be responsible for any loss, damage, cost or expense to Company or to any purchaser or recipient of Goods that result from any delay by Primis in performing or any failure to perform any of its obligations hereunder if such delay or failure to perform results directly or indirectly from the failure by Company or its representatives or suppliers to provide to Primis all or any of the following: (i) sufficient quantities of Goods and supplies or related materials to meet order and shipping demand in a timely manner; (ii) sufficient quantities of Goods of proper quality that are free of defects; (iii) sufficient quantities of Goods with proper packaging; (iv) sufficient marking or labeling of Goods in any Company dashboard provided by Primis; (v) timely, complete and accurate order and shipping information; (vi) adequate time to allow for changes in procedures, Goods packaging or changes to Services requirements; (vii) timely approvals and consents; or (viii) Goods that qualify as Compliant Items (and to  the extent that the Company delivers Non-Compliant Items, Primis’ SLA and performance timelines (where applicable) are fully suspended. Any additional handling, sorting, relabeling, or kitting required to transform Non-Compliant Items into Compliant Items shall be billed to the Company as Out-of-Scope Work).

3.2 Lost Goods; Pick Errors; Carriers Claims.

(a) If any of Company’s Goods are lost, damaged and/or destroyed as a direct result of Primis’ negligent acts or omissions, beyond one-half of one percent (0.5%) (the “Shrinkage Allowance”), of the value of the Goods, calculated on an annual basis, based on Company’s actual cost of such Goods, Company agrees that, as its sole remedy, Primis shall reimburse Company for the actual replacement cost to Company for such excess lost, damaged and/or destroyed Goods above the Shrinkage Allowance, together with the freight costs to Primis’ fulfillment center. In no event shall reimbursement be based on retail, wholesale, or listed sales prices. If Primis ships a wrong Goods, corrective shipping will be shipped at the original ship method.

(b) Carrier Terms and Limitations: Delivery services are performed by independent third-party carriers (e.g., USPS, UPS, FedEx). Primis is not liable for packages once handed over to the carrier’s possession.

(b.1) Carrier Claims: If a package is marked as “delivered” by the carrier but the recipient claims non-delivery, Primis’ sole obligation is to file a claim with the relevant carrier on behalf of the Company. Any credit, refund, or reimbursement to the Company is strictly contingent upon the carrier’s final resolution, approval, and payout.

(b.2) International Shipment Limits: Carrier liability for international shipments is strictly capped at the maximum carrier liability limit set forth in the Rate Card attached to the Order Form (or as otherwise limited by the carrier’s standard terms).

(b.3) Filing Windows: To comply with carrier requirements, all claims for lost, shorted, or damaged shipments must be submitted to Primis in writing within the specific timeframes mandated by the applicable carrier. Any claims submitted after these deadlines are expressly waived.

3.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 3, PRIMIS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR THE GOODS, AND ANY AND ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED AND EXCLUDED. Primis SHALL NOT BE LIABLE TO COMPANY OR ANY OTHER THIRD PARTY FOR DAMAGE OR INJURIES ON ACCOUNT OF DEFECTS IN ANY OF THE GOODS, OR ON ACCOUNT OF DAMAGE OR INJURIES RESULTING IN WHOLE OR IN PART FROM GOODS USE OR MISUSE BY THIRD PARTIES.

3.4 Limitation of Liability. PRIMIS’ LIABILITY FOR CLAIMS ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY COMPANY FOR THE SERVICES INVOLVED IN THE CLAIM FOR THE THREE (3) MONTHS PRECEDING THE EVENT OR EVENTS FIRST GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL PRIMIS BE LIABLE TO COMPANY FOR ANY CONTINGENT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXTRA-CONTRACTUAL OR EXEMPLARY OR PUNITIVE DAMAGES, OR FOR DAMAGES FOR LOST SALES OR PROFITS OR COST OF COVER, REGARDLESS OF WHETHER Primis HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS ABOVE APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY). UNDER NO CIRCUMSTANCES SHALL PRIMIS BE LIABLE FOR ANY LOSSES (UNDER ANY LEGAL THEORY, INCLUDING FOR LOST SALES) INCURRED ATTRIBUTABLE TO ANY ELECTRONIC DATA TRANSFERS, SOFTWARE, API OUTAGE, OR INTEGRATION ISSUES.

3.5 Indemnification. Primis shall indemnify, defend and hold Company and its divisions, subsidiaries, and affiliates and their respective officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, liability, loss, damage or injury and costs and expenses (including reasonable attorneys’ fees, costs of any suit, and amounts paid in settlement of any such claims) (“Claims”) arising out of, relating to, or in connection with (a) the material breach of any warranty, representation or covenant on the part of Primis hereunder; (b) the material performance or nonperformance of this Agreement by Primis, and any negligent acts or omissions associated therewith; or (c) violations of any patent, trademark, copyright, trade secret or other intellectual property rights relating to the Services. The foregoing indemnification shall not apply to any Claims resulting from the gross negligence or willful misconduct of Company, or from Company’s breach of this Agreement.

4. Client’s Representations and Responsibilities.

4.1 Payment Obligations

Company agrees to pay Primis as follows:

(a) Payment for Services

(i) Company agrees to pay Primis for Services provided hereunder in accordance with the Charges set forth in Order Form (subject to increase in accordance with Section 2.2 above). Primis shall send invoices for Services to Company monthly. Company shall make payment of all invoices net five (5) days from the date of the invoice. Freight and carrier charges will be invoiced weekly (but may be invoiced more frequently) and must be paid in five (5) days from the date of the Invoice.  If Company does not pay the invoices within the aforementioned periods, Primis may, at its discretion (1) discontinue providing all or any Services until payment in full is made, and (2) Company shall pay Primis a late fee of $250 plus interest on all unpaid amounts at the rate of 1.5% per month or the maximum amount allowed by law.

(ii) Prior to moving or selling out of existing Goods (including any Goods), Company shall have paid all outstanding invoices, regardless of the applicable due date thereunder.

(iii) Upon termination of the Order Form for any reason, Company shall remain fully responsible for payment of all outstanding invoices for Services properly and fully rendered, as well as invoices not yet prepared respecting Services properly and fully furnished prior to the date of termination.

(b) Expenses Company shall be solely responsible for payment of all costs and expenses set forth in Order Form which are incurred by Company in connection with the Services rendered hereunder, or that Primis otherwise properly (and at the written request of Company) incurs on behalf of Company that are not specifically set forth in Order Form. Such costs and expenses may include, but are not limited to, freight surcharges incurred at either the time of shipment or any time after shipment billed to Primis by freight or common carrier, facsimile charges, postage, express delivery service used to transmit labels, listings and reports to Company, taxes, and import duties. Primis shall not bill Company for any costs and expenses not set forth in Order Form unless Company has consented to such charges in writing.

(c) Invoice Dispute Resolution. Notwithstanding any provision of this Section 4.1 to the contrary, if Company disputes in good faith any amount contained on any invoice and gives Primis written notice within two (2) days of receipt of invoice specifying the particular items in dispute and the basis of dispute, Company shall still be obligated to pay the full invoice amount. Primis and Company agree to negotiate in good faith any disputed amounts within seven (7) days after Primis’ receipt of Company’s written notice. If within thirty (30) days following the date of any disputed Invoice Primis and the Company have not resolved the items in dispute, Primis and Company shall submit the matter to binding arbitration in accordance with the provisions of these Terms of Service. Any disputed amounts agreed to by Primis (including through binding arbitration), shall be considered credits against future Services and such credits shall not be paid out to Company upon termination of the Order Form.

4.2 Goods Supply

(a) Company shall be solely responsible for acquiring and delivering to Primis (or its designated warehouse facility) an inventory of Goods sufficient in quantity to meet order demand, and all such Goods shall be free of any and all defects. Company shall ship Goods to Primis in a timely manner and in quantities sufficient to allow Primis to fill orders as customer and order demand dictates. If a Goods shortage exceeds the time allotted for a Goods shipment to be sent by Primis to a Company customer (as such timeframes are dictated to Primis by Company), Company shall be solely responsible for any and all additional expenses incurred by Primis to notify customers (as may be required by regulations of the Federal Trade Commission or otherwise required by law). In the event Goods are received late or packaged improperly for shipment to Company’s customers, Company shall be responsible for all costs and expenses, for expediting orders, repackaging Goods or providing workarounds as deemed necessary by Primis.

(b) Barcode and Labeling Requirements: The Company warrants that all Goods are labeled in compliance with the following barcode specifications. Non-compliance with these rules renders the Goods “Non-Compliant Items”:

1. No duplicate barcodes may be used across different SKUs.
2. Every barcode must consist of at least five (5) digits.
3. Barcodes must not contain non-standard characters, symbols, or emojis.

(c) Returns Management Pre-Approval: The Company must obtain prior written approval from Primis to receive Returns Management Services. Unapproved returns sent to Primis’ facilities may be rejected, returned to the sender at the Company’s expense, or disposed of without liability to Primis. Approved returns are subject to the processing, inspection, and handling fees set forth in the Order Form.

(d) Company shall notify Primis promptly in writing if any Goods have been recalled by Company or any governmental authority or are defective in any manner. Upon receipt of such notice, Primis shall fully and timely cooperate with Company, at Company’s sole expense, in connection with all actions necessary related to such recall process. In addition. Company shall be responsible for any costs or expenses incurred by Primis in connection with any actions necessary to comply with any government agency demands involving the Goods.

4.3 Goods Shipment Mapping Company agrees that it is solely responsible to ensure shipping methods for their account and Goods are mapped to Company’s preferred method prior to orders being processed by Primis.

4.4 Tax Matters Company agrees that it is solely responsible for the payment of any and all taxes of any and all taxing jurisdictions that may be imposed as a result of the sale, storage and/or distribution of Goods under these Terms of Service. Company, prior to or promptly following the execution of the Order Form, shall provide Primis with a schedule setting forth the jurisdictions in which taxes are payable and the amount of rate of such taxes, if any. Company further agrees that it will reimburse Primis for or indemnify Primis against ad valorem taxes imposed by any jurisdiction on inventory stored in any of Primis’ facilities, subject to Company’s receipt of sufficient documentation verifying the imposition of such taxes, and the amounts paid by Primis in connection with same. Primis agrees to promptly notify Company in writing upon receipt of any notice or invoices from any taxing jurisdiction with respect to such taxes.

4.5 Title and Insurance The Goods are solely the goods of Company. Title to the Goods, whether such Goods are in transit or stored in Primis’ facilities, shall at all times remain with Company until sold by Company in the ordinary course of business. Company agrees that it is solely responsible for insuring such Goods against loss and casualty, however caused, and Company’s insurance shall be primary to any insurance carried by Primis, if any. Company shall provide copies of such certificates of coverage to Primis within five (5) days of the Effective Date.

4.6 Indemnification Company shall indemnify, defend and hold Primis and its divisions, subsidiaries, and affiliates and their respective officers, directors, employees, agents, successors and assigns harmless from and against any and all Claims arising out of, relating to, or in connection with (a) the breach of any warranty, representation or covenant on the part of Company hereunder; (b) the performance or nonperformance of this Agreement by Company, and any negligent acts or omissions associated therewith; (c) the Services or the Goods, including, without limitation, Claims for personal injury, death, property damage, environmental harm, Goods liability, or breach of warranty; (d) violations of any regulations, laws, ordinances, statues or rules applicable to the Goods or Services, including without limitation FTC or FDA; (e) unpaid taxes, customs, or transportation charges; (f) claims related to Primis’s providing technical support assistance to Company’s customers in accordance with the terms hereof; (g) Primis’s authorized use of Company’s confidential information, Company’s customer data or Company systems, in Primis’s performance of the Services under this Agreement as provided herein; (h) a claim of an unfair or deceptive act and practice of Company; or (i) violations of any patent, trademark, copyright, trade secret or other intellectual property rights relating to the Services, the Goods or Company’s marketing, labeling, sale or distribution of any of the Goods; or (j) any acts or omissions by Company relating to the Goods which do not comply with applicable state, federal, provincial or local law; (k) date privacy violations; or (l) export violations. The foregoing indemnification shall not apply to any Claims resulting solely from the gross negligence or willful misconduct of Primis.

4.7 Lien on Inventory

(a) The Company hereby agrees and acknowledges that Primis has a general possessory lien over all goods, inventory, and property of the Company now or hereafter in the possession or control of Primis, and on the proceeds thereof (the “Goods”). This lien shall secure all charges, expenses, and debts due or becoming due to Primis from the Company, whether in relation to the specific Goods in Primis’s possession or for any other outstanding accounts, balances, or obligations arising under this Agreement or any other contract between the parties.

(b) In addition to and not in limitation of the general lien set out in Section (a) above, the Company hereby grants to Primis a fixed charge over all such Goods at any time in the possession or control of Primis, to secure any and all obligations or amounts owing at any time by the Company to Primis under this Agreement, under any other contract, or arising by operation of law.

(c) If the Company fails to pay all outstanding amounts due under the Order Form within thirty (30) days after termination of the Order Form and written demand for final payment by Primis, Primis shall have a contractual power of sale and may, at its absolute discretion and without prejudice to its other rights, (i) sell all or any part of the Goods by public auction or private treaty, and (ii) apply the net proceeds of such sale toward the satisfaction of any outstanding debts. All costs and expenses incurred by Primis in connection with the storage, preservation, insurance, and sale of the Goods shall be borne solely by the Company and shall be deducted from the sale proceeds. The sale of Goods under this Section shall not relieve the Company of its obligation to pay any remaining unsatisfied balance of amounts due to Primis under this Agreement or any other contract.

(d) Insolvency and Priority. The possessory lien and fixed charge granted herein shall take absolute priority over any claims, interests, or rights of any third party, including any administrator, liquidator, receiver, or other insolvency practitioner appointed over the Company or its assets. The Company acknowledges that Primis’s possessory rights under this Section are absolute; Primis shall be under no obligation to deliver or release the Goods to an administrator or liquidator unless and until all secured sums are paid to Primis in full, and any statutory right or power of an administrator to require delivery of, or to dispose of, property subject to a possessory lien is hereby excluded to the maximum extent permitted by the laws of England and Wales.

4.8 Company Obligations Precedent to Primis Performance

(a) Primis’ performance of its obligations under this Agreement as set forth in Section 3.1 is contingent upon Company’s satisfactory completion of the following precedent obligations:

(i) provision of Goods in sufficient quantity and quality to meet order and fulfillment demand, and ensuring all Goods represent Compliant Items;

(ii) provision of accurate order data, shipping data, and other information necessary for Primis to provide the Services and the timely acceptance and approval of all documentation provided by Primis, and

(iii) Company’s compliance with all other material terms and conditions of these Terms of Service, including without limitation Section 4.1. If Company’s failure to satisfactorily complete any or all of the aforementioned precedent obligations causes Primis to incur expenses beyond those inherent in providing the Services, Primis shall provide Company with five (5) days prior written notice detailing Company’s failures and the costs Primis would charge to Company to correct the failures. Upon receipt of such notice, Company shall either (i) notify Primis that it intends to correct the failures within such five (5) day period (or such other time period mutually agreed upon by the parties) or (ii) consent in writing to Primis’ undertaking to correct such failures, in which case Company shall be liable for all Primis costs associated with correcting the failure (billed as Out-of-Scope Work).

(b) Operational Cut-Off Times: Fulfillment and shipping occur Monday through Friday (excluding national and public holidays). Orders received in the WMS after the 12:00 PM (local warehouse time) cutoff time will be processed on the following Business Day. Items packed for expedited or standard shipping will not be handed over to carriers until the next Business Day.

(c) The Company and any individual acting on the Company’s behalf shall give lawful, sufficient, and executable Instructions as required in order to support the delivery of the Services to the Company.

(d) Primis shall act in accordance with all reasonable Instructions given to it by the Company provided such Instructions are compatible with the specification of Services provided in these Terms of Service & corresponding Order Form.  Primis shall be entitled to depart from the Company’s Instructions in any respect if in the reasonable opinion of Primis there is good reason to do so in the Company’s interest.

(e) The Company shall not deliver to Primis or cause Primis to deal with or handle any Dangerous Goods. Any Dangerous Goods which have been delivered to Primis in breach of this clause, and in the opinion of Primis constitutes a risk to other goods, property, people or health many at the sole discretion of Primis, and without notice to the Company, shall be destroyed at the expense of the Company and without any liability to Primis.

(f) The Company warrants that:

(i) it is either the owner or the authorised agent of the entity owning or entitled to possession and / or control of the Goods;

(ii) it acknowledges and accepts these Terms of Service for itself and also as authorised agent for and on behalf of any entity owning or entitled to possession and / or control of the Goods;

(iii) the description and particulars of the Goods in scope, including marks, numbers, quantity and weight are full and accurate;

(iv) prior to handing over responsibility to Primis, the Goods have been appropriately packed, marked, labelled, stuffed and stowed in a manner appropriate to allow for successful delivery of the Services;

(v) the Goods do not include any goods prohibited by the law or regulation of any Authority of any country where the Services are provided;

(vi) where a Transport Method arranged by the Company is used to carry the Goods:

a) the Goods are suitable for carriage as required by the Transport Method;

b) the Transport Method is appropriate and free of defects; and

c) the Transport Method is sealed at the commencement of the carriage.

(vii) The Company warrants that:

a) it has complied with all applicable laws, rules, and regulations, including export laws and government regulations which may apply to the Goods being transported;

b) the Goods do not require any special license or permit for the Services to be provided by Primis to the Company;

c) they have obtained all necessary export, and/or import licenses or permits as required by law or regulation for the Goods;

d) neither the receipt, delivery, handling of the Goods, nor any payment or other transaction related to the Goods will subject Primis, or any party connected to Primis in the delivery of the Services, to any sanction, prohibition, or penalty (or the risk thereof) imposed by any Authority;

e) neither the Company nor any individual connected with the Company, are under any sanction, prohibition, or restriction imposed by any Authority.

f) Primis shall not be liable for any loss or expense including, but not limited to, fines and penalties due to Company’s failure to comply with any applicable export laws, rules, regulations, licenses or permits.

5. Proprietary Rights

All Primis work Goods, such as databases, software, APIs, tools, WMS interfaces, methodologies, know-how, techniques, any enhancements and derivatives thereof, and any knowledgebase, knowledge and other learning, and the Primis materials that are developed by Primis or used for Primis benefit in connection with providing the services hereunder will be the sole and exclusive property of Primis, except however, that any Company Confidential Information, including, without limitation, all Company customer data and information contained therein shall remain the exclusive property of Company.

6. Term and Termination

6.1 Term of Agreement Unless terminated earlier as provided hereunder, the term of this Agreement shall commence on the Effective Date and shall continue for the period of twelve (12) months  (the “Initial Term”), unless terminated as provided for in this Agreement. Upon expiration of the Initial Term, this Agreement shall be automatically renewed for subsequent twelve (12) month periods (each such period being a “Renewal Term” and all such periods, together with the Initial Term, being the “Term”) unless one party delivers written notice of non-renewal to the other party at least ninety (90) days before the last day of the Initial Term for the first Renewal Term or at least ninety (90) days before the last day of each subsequent Renewal Term.

6.2 Early Termination.

(a) Bankruptcy; Insolvency: Either party may terminate this Agreement immediately upon written notice if the other party files for bankruptcy (not dismissed within 60 days), becomes insolvent, enters receivership or administration, or makes an assignment for the benefit of creditors.  Upon any such insolvency, winding-up, or dissolution, Primis shall be formally recognised as an admitted creditor with full rights to pursue its claims. The other party hereby irrevocably instructs any appointed administrative agents, trustees, liquidators, or administrators to prioritise and pay all debts owed to Primis first, in full, before any distributions to junior or general unsecured creditors. To the extent permitted by law, Primis’s claims shall hold super-priority status, and any assets distributed in violation of this priority shall be held in trust and immediately turned over to Primis. This clause, and all priority protections within it, shall expressly survive any termination or expiry of this Agreement.

(b) For Cause. Upon the material breach by either party of any of its representations, warranties, covenants or agreements contained in this Agreement, the other party may terminate this Agreement upon twenty (20) days’ written notice setting forth the particulars of such breach (such 20-day period, the “Cure Period”). Upon the expiration of the Cure Period, this Agreement shall terminate without the need for further action by either party; provided, however, that if within the Cure Period the breach upon which such notice of termination is based shall have been fully cured to the reasonable satisfaction of the nonbreaching party, then such notice of termination shall be deemed rescinded, and this Agreement shall remain in full force and effect. Such right of termination shall be in addition to such other rights and remedies as the terminating party may have under applicable law.

6.3 Suspension of Service. Notwithstanding anything herein to the contrary, if any material breach in Company’s payment of charges as outlined in Section 4 and Order Form is not remedied within five (5) days following the receipt by Company of written notice thereof, Primis may, without limiting any other rights it may have, suspend any and all Services, lock digital access to integration APIs, and halt all physical inventory outbound processing until such breach has been remedied.

6.4 Return of Goods, Freight Deposit and Security Deposit Following Termination. Within fifteen (15) days following termination of this Agreement and payment in full of all outstanding amounts due and payable to Primis hereunder (plus payment by Company in advance of all shipping costs), Primis shall return all remaining Goods and the remaining balance of any applicable Freight Deposit and any applicable Security Deposit to Company at Company’s expense and pursuant to Company’s directions, and shall provide Company an accounting of the remaining Goods inventory and the Freight Deposit and the Security Deposit, if any.

If the Company fails to pay all outstanding amounts due or arrange for physical inventory removal within sixty (60) days following termination, Primis or its Subcontractors shall be entitled to dispose of or liquidate the inventory in accordance with Section 4.7, without any liability or reimbursement obligations to the Company.

7. Miscellaneous.

7.1 Governing Law. The Services described in these Terms of Service shall be governed and interpreted in accordance with the laws of England & Wales, without regard to the choice of law principles thereof.

7.2 Force Majeure. Neither party shall be liable to the other for any loss, injury, delay or damage whatsoever suffered or incurred by the other party or its facilities due to a Force Majeure Event.   Where a Force Majeure Event occurs, this Agreement shall be suspended for the duration of the event as to the affected Services, and the party affected by the delay may during such suspension buy or sell elsewhere services comparable to the affected Services, and performance of this Agreement as to the affect Services shall resume once the event ceases. Regardless of the occurrence of an event, neither party shall be relieved of the obligation to make payments to the other on account of Services provided, or for pricing adjustments pertaining to Services furnished, prior to the Force Majeure Event occuring.

7.3 Compliance with Laws. Company and Primis shall comply with all federal, state and local laws and regulations applicable to the performance of their respective obligations under this Agreement.

7.4 Severability. If any provision of this Agreement is inconsistent or contrary to any applicable law, rule or regulation, then such provisions shall be deemed to be modified to the extent required to comply with such law, rule or regulation and as so modified, such provision and this agreement shall continue in full force and effect.

7.5 No Waiver. The failure to enforce at any time any of the provisions of this Agreement or to require at any time performance by any party of any of the provisions of this agreement shall in no way be construed to be a waiver of such provisions or to affect the validity of this Agreement or any part hereof, or the right of any party thereafter to enforce each and every such provision in accordance with these Terms of Service. Each payment provision of this Agreement shall survive the termination of this Agreement for any reason.

7.6 Limitation on Assignment: Binding Effect. This Agreement may not be assigned by either party (by contract or by operation of law) without the prior written consent of the other party; provided, however, no consent shall be required for the merger, consolidation, or other business reorganization of any party with an entity affiliated with, controlling, controlled by or under common control with the assigning party, provided that the proposed assignee is not a competitor or an affiliate of a competitor of the non-assigning party and so long as the obligations hereunder are assumed by the reorganized entity. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted assigns and successors.

7.7 Entire Agreement. All exhibits referenced in this Agreement and attached hereto are incorporated herein by this reference. This Agreement and exhibits hereto completely set forth the agreements between the parties and fully supersede all prior agreements, both written and oral, between the parties with respect to the matters set forth herein. No terms of any purchase order, confirmation, invoice, or other document from a party (even though receipted for or executed on behalf of the other party) that are in addition to or inconsistent with these Terms of Service shall be effective with respect to the provision of Services hereunder absent the express written acceptance (other than on such document) signed by an authorized representative of such other party.

7.8 Amendments. This Agreement may only be amended or modified by written instrument expressly referencing this Agreement and executed by both parties.

7.9 Nature of Relationship. Primis and Company, in the performance of their obligations hereunder, are acting as independent contractors. No agency, partnership, joint venture or other employer-employee relationship, either expressed or implied, is intended or created. Each party is not, by reason of this Agreement, granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other party, or to bind the other party in any manner. Except as expressly provided herein, all persons furnished by Primis shall be employees or agents of Primis and shall not be deemed to be employees of Company for any purpose whatsoever.

7.10     No Grant of Rights. Each party shall have and retain exclusive ownership of all Intellectual property owned by it and nothing contained in this Agreement will be deemed to grant, either expressly or impliedly, any rights, licenses or interests in or to any intellectual property of the other party.

7.11     Notices. All notices and other communications given or made pursuant to this Agreement must be in writing and will be deemed to have been given upon the earlier of actual receipt or:  (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.  All communications must be sent to the respective parties at their address or electronic mail address as set forth on the signature page hereto, or to such address or electronic mail address as subsequently modified by written notice given in accordance with this Section 7.11.

7.12 Arbitration.

The parties shall attempt in good faith to resolve any dispute arising out of this Agreement through executive negotiations. If unresolved, the dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one arbitrator appointed in accordance with said Rules.  The legal seat of arbitration shall be London, United Kingdom, but all proceedings and hearings shall be conducted entirely remotely via video conference; no physical attendance at the seat is required. The language of the arbitration shall be English. The arbitrator’s award shall be final, binding, and enforceable in any court of competent jurisdiction. The non-prevailing party shall bear all costs of the arbitration, including the arbitrator’s fees and the prevailing party’s reasonable legal fees, unless the arbitrator determines otherwise.

7.13 Exclusivity. Upon signature of the Order Form, the Company enters into an exclusive arrangement with the Company for the provision of the service types and Services described in this Agreement, for the region only.