Fulfillment Services Agreement

Last updated: July 22, 2024

This Fulfillment Services Agreement ("Agreement") is entered into as of the date the Member completes the sign-up process and pays the Setup Service fee. This Agreement is between Mix-Mix Mail LLC ("Service Provider"), with its principal place of business at 816 Via La Cienega, Montebello, California, 90640, and the Member ("Client").

Definition of Clients: Throughout this Agreement, the term "Clients" shall refer to users of our website and Members who receive our fulfillment services. This definition applies to all instances of "Client" or "Clients" within this document.

 

1. Scope of Services

The Service Provider agrees to provide the following services to the Client:
  • Inventory Intake: Receiving products directly from the Client or their suppliers.
  • Warehousing: Storing the Client's inventory in Service Provider's warehouses located in Los Angeles and Tokyo.
  • Mixing & Mailing: Picking, packing, and shipping orders to the Client's customers.
  • Direct Connect: Integrating with the Client's eCommerce platform for real-time order updates and inventory management (coming soon).
  • Customs Clearance & FDA Prior Notifications: Handling necessary customs documentation and FDA notifications for food products.
  • Packaging Design: Assisting with the design of custom packaging and inserts.
  • Lightbox Product Photography (Optional): Providing professional product photography for new SKUs during inventory intake.
  • Returns Service (Optional): Handling returns made by the Client's customers to their store. We receive the return and, if possible, process it back into our warehouse and our Client's warehoused inventory.

2. Service Level Agreement (SLA)

The Service Provider commits to the following performance standards:
  • Order Accuracy: 99% accuracy rate in order fulfillment (industry average: 97% as of July 2024).
  • Shipping Time: Orders received by 2 PM local time will be shipped the same day. However, in some cases, orders may take up to 2-3 days to be processed and shipped. For longer delays, the Service Provider will do its best to notify the Member.
  • Inventory Accuracy: 99.5% accuracy in inventory counts (industry average: 98% as of July 2024).

3. Pricing and Payment Terms

Mix-Mix Mail offers various membership plans with the following pricing structure. All rates and fees are detailed on the Mix-Mix Mail website and are subject to change. Members should reference the website for the most up-to-date pricing information.

Setup Fee:

  • One-time setup fee as specified on the Mix-Mix Mail website.

Subscription-Based Services:

  • Weekly Admin Service Fee as specified on the Mix-Mix Mail website.
  • Warehousing Fees (per week) as specified on the Mix-Mix Mail website.

Per-Service Fees:

  • Pick and Pack Fees as specified on the Mix-Mix Mail website.
  • Inventory Intake as specified on the Mix-Mix Mail website.
  • Lightbox Product Photography (Optional) as specified on the Mix-Mix Mail website.

Shipping Fees:

  • Domestic and International Shipping fees as specified on the Mix-Mix Mail website.
Payment Terms:
  1. Subscription-based services (Admin Service and Warehousing) will be charged weekly.
  2. Per-service fees (Pick & Pack, Inventory Intake, Shipping, Lightbox Photography Service) will be bundled together and charged with the Member's next weekly subscription payment.
  3. Postage fees:
     a. For most shipments, postage will be bundled with other service fees and charged with the Member's next weekly subscription payment.
     b. For certain international shipments and large shipments, postage will be calculated by the mail courier after customs fees and other relevant fees are determined. These charges will be bundled with the Member's next weekly subscription payment after Mix-Mix Mail receives the final postage amount.
  4. Optional services are charged either via weekly subscription or per service rendered. In the case of weekly subscriptions, fees for optional services will be bundled with other weekly subscription fees. In the case of 'per services rendered' fees, these fees will be totaled and charged at the same time as the next weekly subscription fees.
  5. All invoices are due within 30 days of receipt.
  6. Mix-Mix Mail reserves the right to suspend all services until payment is received in the event of non-payment.

4. Term and Termination

  • Start Date: The contract starts as soon as the client finishes paying for the Setup Service.
  • Duration: The contract will continue on a weekly basis until the client cancels their Mix-Mix Mail Membership on the website or by contacting staff.
  • Termination by Client: Clients may terminate their contract at any time, at which point Mix-Mix Mail will stop performing services.
  • Termination by Service Provider: Mix-Mix Mail may terminate the contract in the event of non-payment (if the client hasn't paid for services rendered within 2 weeks) or a dispute. Mix-Mix Mail also reserves the right to suspend all services until payment is received or a dispute is resolved.

5. Post-Termination Handling of Inventory

  • Clients are required to pay the cost of postage for any inventory they want returned or transferred within 1 month of the final inventory shipment.
  • Mix-Mix Mail will hold onto any inventory for up to 2 months while awaiting instructions from the client. If no instructions are received and all attempts to contact the client have gone unanswered, ownership of the inventory will transfer to Mix-Mix Mail after 2 months.

6. Governing Law and Jurisdiction

  • Japan-based Clients: Dispute resolution will be governed by the laws of Tokyo, Japan.
  • USA-based Clients: Dispute resolution will be governed by the laws of Los Angeles, USA.

7. Insurance Requirements

  • Mix-Mix Mail will ensure that shipments sent by us are insured up to the value of the orders, unless instructed otherwise by the Member.
  • Clients are responsible for insuring products during transit to Mix-Mix Mail's warehouses. Mix-Mix Mail is not liable for products and inventory that have yet to be received by them.

8. Confidentiality

  • Both parties agree to maintain the confidentiality of all proprietary information shared during the term of this Agreement, as outlined in Mix-Mix Mail's Privacy Policy.

9. Indemnification

  • The Client agrees to indemnify and hold Mix-Mix Mail harmless from any claims, damages, losses, or expenses arising from the Client's products or instructions.

10. Force Majeure

  • Neither party shall be liable for any failure or delay in performance due to causes beyond their reasonable control, including but not limited to acts of God, war, strikes, or government regulations.

11. Liability Limitations

  • Mix-Mix Mail's liability for any loss or damage to the Client's goods shall be limited to the lesser of the actual value of the goods or a maximum of ¥100,000 JPY per occurrence. Mix-Mix Mail shall not be liable for any indirect, incidental, or consequential damages.

12. Miscellaneous

  • Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
  • Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.
By using our services, the Member agrees to the terms and conditions outlined in this Fulfillment Services Agreement.