SHIPPING, ASSEMBLY & 3PL WAREHOUSING

TERMS & CONDITIONS

1. WAREHOUSE, DISTRIBUTION & ASSEMBLY SERVICES

During the Term of this Agreement, Perfumarie agrees to provide the following services (the "Services"):

1.1. All labor, equipment, and standard packaging material necessary to fulfill and ship all Customer orders ("Order(s)") as per routing instructions provided by the Customer. Any special packaging materials that are required, shall be supplied by the Customer.

1.2. All labor, equipment, and standard packaging material necessary to fulfill and ship all no-charge Orders as per routing instructions.

1.3. Provide warehouse space for Customer’s products (the "Merchandise"), in square footage and physical condition appropriate to meet up to three (3) months of Customer’s sellable inventory (the "Inventory"), with 1 pallet at no charge.

1.4. Receive all finished product shipments from the Customer. [Customer shall adhere to Perfumarie’s Receiving Guidelines below.]

1.5. Record all Order returns when received, and process, sort and restock as per Customer’s instructions, such as returned Merchandise. Perfumarie will supply, free of charge, all storage materials necessary to restock returned Merchandise. Perfumarie will send the Customer a report with the detail and condition of the Merchandise returned after processing. The Customer will give Perfumarie instructions on disposal of damaged Merchandise within one week of receipt of the report, after which Perfumarie will dispose of all damages or send damages to the Customer’s office.

1.6. Perfumarie will receive Orders via EDI, where applicable, and transmit back to the Trading Partner the ASN’s and invoices as per the Trading Partner’srequirements.

1.7. Perfumarie will also accept Orders received via email. Perfumarie will not accept phone Orders.

1.8. Perfumarie will process all Orders to retailers within the shipping window on the Orders, with a minimum shipping window required of 7 days, including routing times. All web orders will be processed within 48 hours of receipt by Perfumarie. All other orders will be processed within 72 hours of receipt by Perfumarie unless the size of the Order requires additional processing time, at which point Perfumarie will communicate the estimated time for the order to Perfumarie and the parties will come to a mutually agreed upon time frame for the order to be processed. Any additional time needed will be communicated to the Customer. The customer acknowledges that processing times are dependent on sufficient Inventory levels and changes made to Orders may result in delays.

1.9. Perfumarie requires a minimum of 72 hours’ notice for all Merchandise assembly requests. Any Merchandise assembly requests that require shorter turnaround times will incur a markup of 25%. In any case, all requests for next-day assemblies MUST be received by 12pm and will require that sufficient Inventory levels exist for all Merchandise required to complete the assembly Order - such Orders may result in additional charges as determined by Perfumarie on a case by case basis. Please refer to our Terms of Engagement for Kitting and Assembly here.

2. FEES AND PAYMENT TERMS

2.1. Standard Fees. Perfumarie shall be entitled to payment of fees(the “Fees”) as follows:

2.1.1. Individual & Web Pick Pack Orders: Customer shall pay Perfumarie $8 for the 1st item + an additional $1/item to cover labor, processing, and shipping supplies.

2.1.2. Wholesale Pick Pack Orders: Customer shall pay to Perfumarie 5% of the gross order amount per shipment to cover labor, processing, and shipping supplies.

2.1.3. No Charge Orders: For no charge Orders, the Customer shall pay to Perfumarie a minimum of $5.00 per Order shipped. Consignment Orders picked and packed and invoiced at zero dollars, will be charged at the percent (%) based on the real wholesale value of the Order and will not be treated as no charge Orders.

2.1.4. Receipt of Inventory. For all receipts of Inventory, Perfumarie shall be entitled to $11 per pallet as a receipt and intake charge and $8 per loose carton received. For all floor loaded receipts of Inventory, Perfumarie shall be entitled to $85 per person per hour to unload and palletize plus the cost of any materials used.

2.1.5. Merchandise Transfer Orders. For all Merchandise transfer Orders processed (outbound transfers to other warehouses and transfer receipts of components), Perfumarie shall be entitled to payment of $30 per pallet or $5 per carton if less than a pallet unless the transfer is caused by Perfumarie’s default of this contract. This price only applies if full cartons or full pallets are shipped out from the location, as is. If Perfumarie is required to pick and pack the transfers, No Charge Order fees will apply.

2.1.6. Return Processing: Customer shall pay to Perfumarie 3.5% of the net value of returned merchandise as per return paperwork or a minimum of $10 per return, for processing, restocking, and refurbishing where applicable, provided, however, that such return was not caused by the gross negligence or willful conduct of Perfumarie. Return processing of items requiring lot or expiration date tracking will be charged at 5%.

2.1.7. Additional Document Charges. Additional charges will apply if Perfumarie is required to submit and/or prepare any the following documents:

2.1.7.1. Call tags: $20 per issuance;

2.1.7.2. International order charge, for Orders requiring a detailed commercial invoice or customs declaration: $50 per invoice if prepared by Perfumarie; and

2.1.7.3. Hazardous material documents: $50 per hazmat document if prepared by Perfumarie. 2.1.8. Minimum Monthly Shipping Fee. Customer shall pay to Perfumarie a minimum monthly fee of $850 (the “Minimum Monthly Fee”) in the event the total of the Standard Fees included on the Customer Monthly Shipping Invoice do not exceed the Minimum Monthly Amount. This minimum fee will be waived for the first 3 months of this agreement.

2.2. Additional Fees

2.2.1. Inventory Counts. Physical inventory counts required by the Customer of more than 50% of Inventory at one time will be performed at a rate of $85 per person per hour and will be performed no more than twice per year upon at least 60 days prior notice. Cycle counts of no more than 15% of total inventory will be performed when necessary and upon customer request, no more than 4 times per year at no charge.

2.2.2. Merchandise Destruction. Perfumarie will provide a quote to Customer for the destruction of Merchandise or Inventory when required.

2.2.3. Rush Orders.

2.2.3.1. For each Order that is required to be shipped out the same day, a charge of 5.5% will apply for any wholesale Orders to retailers; a flat fee of $25 will apply to any no charge Orders. These orders have to be received by Perfumarie no later than 12pm. Exceptions will be made for orders from the Pacific and Mountain time zones. These orders have to be received no later than 2pm Eastern time. Perfumarie shall make all reasonable efforts to meet same day requests, although does not guarantee same day shipments.

2.2.3.2. If Perfumarie is required to receive and process an incoming Inventory shipment and to ship out or assemble Orders from such Inventory within 24 hours, a rush fee of $500 will apply.

2.2.4. Canceled Orders. For any Orders that are canceled after they have been picked and packed, Customer will incur its applicable contract % Fee or rate to pack the subject Order, plus a restocking fee determined as follows:

2.2.4.1. $75 on all Orders under $3,000;

2.2.4.2. $150 on all Orders $3,001 - $20,000;

2.2.4.3. $85 per hour on all Orders exceeding $20,000 with a minimum charge of $200 per Order; and

2.2.5. Assembly.

2.2.5.1. At Customer’s request, Perfumarie will provide individual quotes for assembly services based on the complexity and quantity required.

2.2.5.2. If Perfumarie is required to assemble QA samples at Customer’s request, an additional charge will apply for the pulling of Merchandise and assembly by Perfumarie operations staff.

2.2.5.3. For any assemblies that were scheduled per Customer’s request, for which Perfumarie has not received the necessary Inventory in time to complete the job, pursuant to this Agreement or in Perfumarie's discretion if not covered by this Agreement, Customer will be charged a line down fee calculated at $85 per person per hour for each person on the line until receipt of Inventory up to a maximum of the quoted assembly price. Please refer to the complete terms of engagement for kitting and assembly here.

2.2.5.4. If Perfumarie is required to work overtime to complete urgent assemblies, a supplemental quote will be provided to cover the overtime labor cost.

2.2.5.5. SAR Submission. For each SAR submission, Perfumarie will charge $30. If Customer submits the SAR, Perfumarie will be entitled to $25 per submission for calculating and providing breakdown information.

2.2.5.6. As a general guide for reference, Perfumarie’s rates for Assembly are as follows: Labor Fee $85.00/hour; Pallet Supply $15.00; Pallet Shrink Wrap (Shrink wrapping of a pallet)  $5.00/Pallet; Case Labeling (Print and apply a label to a pallet or case) $1.50 PER; Marketing Insert Fee (The fee for each marketing insert) $0.35; Setup Fee, Non-refundable $500.00/job; Shrink-wrap Material
$0.08/unit.

2.2.6. Website, E-Commerce Software, IT & Inventory System.

2.2.6.1. At Customer’s request, Perfumarie will provide the Customer with use of Perfumarie’s software for Order entry and checking of Inventory etc. Perfumarie will be entitled to a one-time fee of $7,500 PER LICENSE that is needed for Customer’s use of such software. Perfumarie will charge an annual fee of $500 per license purchased. This fee will be due once a year.

2.2.6.2. Any IT development and/or training requests will be charged at $125 per hour.

2.2.6.3. If Perfumarie is requested to upload a large volume of orders for flash sales or web sales, the Customer will be charged for the time it takes to manipulate and upload the file at $150 per hour, with a minimum charge of $75 per occurrence.

2.2.7. Freight In/Out. Freight-in and freight-out costs will be the responsibility of and are to be funded by the Customer. For any special assistance or higher-level operational requirements, Perfumarie will bill for the service at $75/hour.

2.2.8. Additional Storage Pallets. If the Pallet Allotment is exceeded, Perfumarie will be entitled to $30 per pallet for pallets in storage.

2.2.9. After Hour Operation Charges.
If Perfumarie is required by Customer to perform services after regular business hours or on weekends, additional fees may apply. A flat fee of $500 will apply for opening the warehouse on a weekend day.

2.2.10. EDI Charges. EDI charges will be as follows:

2.2.10.1. All new maps $500 per document for all but ASN which will be $850, including testing.

2.2.10.2. Testing charges for maps already in Perfumarie's possession shall be $250 per document.

2.2.10.3. EDI inbound and outbound transactions will be billed monthly at $0.75 per transaction.

2.2.10.4. The Customer shall be responsible for any costs associated with EDI compliance.

2.3. Billing.

2.3.1. Monthly Shipping Invoices. Each month, Perfumarie will send Customer an invoice for the prior month and issue to Customer a corresponding invoice indicating the balance owed by Customer for the Shipping Services (an “Invoice”).

2.3.2. Payment Due Dates. After the initial retainer and set-up of accounts, customer shall pay Perfumarie all amounts due on their Monthly Shipping Invoice dated the last day of each month, within thirty (30) days of invoice date. Assembly invoices shall be dated the day the job was completed and shall be due thirty (30) days of the invoice date. Invoices for expense reimbursement or IT services shall be due upon receipt of the invoice. Any Invoice not paid when due shall, at the election of Perfumarie, bear interest on the overdue amount at the rate of five (1.5%) percent per month. In the event Perfumarie is required to pursue legal action to collect any outstanding invoice, then in addition to any other remedies provided for herein, Perfumarie shall be entitled to its reasonable attorneys’ fees and costs of suit.

2.3.3. In the event payment of the Monthly Shipping Invoice is not received by the 10th of the month following the due date of the invoice in question for 3 months in a row, Perfumarie may, in its sole discretion require the Customer to pay Perfumarie a monthly advance on the first day of each month of $3,000 to cover future Services rendered. Perfumarie reserves the right to suspend Services until payment of outstanding invoices have been made. This provision is in addition to any rights of cancellation Perfumarie may have under this Agreement.

2.3.4. Fee Disputes. In the event Perfumarie’s charges contained in an Invoice are disputed in good faith by Customer: (i) the Customer must be in touch with Perfumarie within 3 days of the receipt of shipment by email. Photos must be submitted as evidence, when applicable. (ii) Parties agree to negotiate the amicable resolution of the discrepancy in good faith; and (iii) Perfumarie covenants that it will not take any action to cause the interruption of Customer’s operations during the period of resolution of any good faith dispute. Perfumarie shall, in its sole discretion, determine whether any Customer dispute is made in good faith according to the Terms of this Agreement. All invoices not in dispute shall be paid within normal terms.

2.3.5. Special Pricing Requests. The parties agree that any one-time special pricing requests will be made before the services are performed. Perfumarie may agree to such reasonable requests made, upon its sole discretion. Special requests will not be accepted after services have been performed under any circumstances.

2.3.6. Review of Fees. The Parties agree that the fees will be reviewed in good faith on an annual basis beginning sixty (60) days prior to the anniversary of each Renewal Term. Perfumarie shall have the right to increase any fees charged for the Services in the event of an increase in its cost for the provision of the Services or other change in circumstances not foreseen during the negotiation of this Agreement.

3. TERM.

3.1. Continuous Agreement. This Agreement is active unless Customer notifies Perfumarie in writing at least ninety (90) days prior that it elects to terminate this Agreement.

4. INBOUND SHIPMENTS.

4.1. Timing. Whenever possible, Perfumarie shall process all inbound shipments within 48 hours of receipt, provided, however, that all floor loaded shipments shall require an additional 24 hours to be processed.

4.2. Process. Perfumarie shall unload Inventory, verify all Inventory received for item number and quantities of master cartons against packing slips. Perfumarie shall notify Customer of any known discrepancy on inbound shipments and shall protect Customer's interest by placing an appropriate notation on the delivering carrier shipping document(s). Perfumarie shall not be responsible for opening or inspecting master carton contents upon receipt, and shall not be held responsible for concealed damages, shortages or any other discrepancies in Inventory deliveries under any circumstances. Should Customer 6 request or Perfumarie otherwise be required to open cartons and verify items and quantities within master cartons, Perfumarie’s labor rate of $85 per hour will apply.

4.3. Insurance. All Inbound International shipments, by ocean and air, are required to be insured for the full value of the merchandise by the brand partner. Perfumarie will not assume the liability for anything prior to the arrival of the cargo until the warehouse’s complete acceptance of sellable goods.

4.4. Refusal. Perfumarie shall refuse to accept any Inventory that is not in perfect and sellable condition. Products that are damaged upon arrival in any way, including, but not limited to those that fail temperature and quality examinations, bear cosmetic defects or show evidence of infestation or contamination will be rejected or destroyed in the field. Perfumarie shall notify the Customer of such refusal. There will be a penalty of $500/container for products that must be destroyed in the field and carted away for disposal. Accordingly, Perfumarie shall not be liable for any costs around the shipment.

5. LIABILITY & NOTICE OF LOSS.

5.1. Perfumarie Liability. Perfumarie shall be liable for damages or the loss of or injury to Customer’s goods stored or handled by Perfumarie caused by Perfumarie’s gross negligent or willful acts or omissions subject to the limitations set forth in this Agreement.

5.2. Perfumarie Notice of Loss to Customer. Perfumarie shall notify Customer promptly of any loss or damage, howsoever caused, to goods stored or handled under the terms of the agreement, provided, however, that the failure to promptly notify Customer shall not imply or impose liability on Perfumarie for such loss or damage.

5.3. Claims of Loss by Customer. All claims by Customer relating to the loss or damages disclosed as a result of Customer’s physical inventory reconciliation, after a full physical inventory count is performed, shall be presented in writing to Perfumarie. Perfumarie shall have the right to inspect Customer’s books to investigate any differences between physical and book inventories. It is understood that due to possible errors on either side, a 2% error rate will be accepted by both Parties. All payments for losses in inventory will be based on the true cost of the items unless such costs are greater than commercially reasonable amounts.

5.4. Credit for Loss Claims. Perfumarie will issue a credit to Customer for any chargebacks from Customer’s customers that are a direct result of Perfumarie’s gross negligent or willful act or omissions, subject to the limitations set forth in this Agreement. These chargebacks must be presented to Perfumarie in writing and with Customer supporting documents. Perfumarie will accept such chargebacks and provide credit if these chargebacks are Perfumarie’s responsibility and if they are presented to Perfumarie within 30 days from receipt of Customer's customer. Perfumarie reserves the right to work with the Customer and the Retailer to attempt to have the chargebacks reversed, before issuing credits. Any chargebacks presented to Perfumarie after 30 days will not be accepted.

6. RECORDS.

6.1. Records System. Perfumarie agrees to maintain an accurate count of all shipments of Inventory or Merchandise into and out of the Warehouse on the inventory tracking system provided by Perfumarie (the “Inventory System”). Perfumarie further agrees to report, upon request by Customer, the quantities on each inbound and outbound shipment; once reported to Customer such count shall establish the number of units received or shipped unless other documentation can prove to the contrary.

6.2. Input of Information. Perfumarie agrees to diligently input all information for all inbound and outbound shipments in the Inventory System, so as to produce a continuous balance that shows the number of units of each Customer product in the Warehouse at any given time.

7. REMOVAL OF STORED INVENTORY.

Customer acknowledges that the primary purpose of the Warehouse is to facilitate provision of the Services. Customer also acknowledges that the Services do not include long-term storage of Merchandise or Inventory at the Warehouse. In order to maintain maximum Warehouse space availability for provision of Services, Perfumarie may, at such times as Perfumarie shall deem appropriate, but no more than quarterly, conduct a review of the Inventory maintained by Customer at the Warehouse. Any Merchandise or Inventory which Perfumarie deems to be damaged, obsolete or otherwise not fit for sale shall be removed by Customer at Customer's expense within thirty (30) days of receipt of notice to remove from Perfumarie. Any Inventory not removed shall incur doubled storage fees and/or may be disposed of in Perfumarie's discretion at Customer's expense. A determination of whether any Inventory must be removed from the Warehouse under this Section shall be made based upon a review by Perfumarie of Customer's normal Order history.

8. INSURANCE.

8.1. Customer Insurance Responsibilities. Customer shall at all times maintain in full force and effect, for the benefit of itself and Perfumarie, general liability insurance coverage on its operations, including broad form vendor’s coverage, product liability insurance, and casualty insurance. Said insurance shall be for not less than $1,000,000 US dollars or the MINIMUM amount to provide coverage for the total value of Inventory held by Perfumarie at any time for each accident or occurrence, with a company which has not less than an “A” rating in the Best Insurance Guide and which shall be satisfactory to Perfumarie. At the inception of this Agreement and annually thereafter, Customer shall furnish Perfumarie with a Certificate of Insurance evidencing that it has such insurance coverage in force. Customer agrees that such policy will not be canceled or materially modified except upon thirty (30) days prior written notice to Perfumarie.

8.2. Perfumarie Insurance Responsibilities. Perfumarie shall at all times maintain in full force and effect, for the benefit of itself and Customer, general liability insurance covering any losses for which Perfumarie has assumed responsibility hereunder, including mysterious disappearance and employee infidelity. Said insurance shall be in an amount of not less than $1,000,000 US dollars for each accident or occurrence.

9. TERMINATION.

9.1. In General. Either Party shall have the right to terminate this Agreement in the event that: (i) the other Party commits a material breach of any obligation imposed upon it by this Agreement (including without limitation the failure to make any payment when due hereunder) and such breach is not cured within thirty (30) days after written notice thereof; This Agreement shall immediately terminate upon written notice to one Party that (i) the other Party becomes insolvent, is subject to a petition in bankruptcy filed by or against it or is placed under the control of a receiver, liquidator or committee of creditors; or (ii) the other Party dissolves, ceases to function as a going concern or to conduct its operations in the normal course of business. In addition, Customer shall have the right to terminate this Agreement by written notice and payment to Perfumarie of the Minimum Monthly Fee due for the remaining month of the Term.

9.2. Date of Termination. Termination of this Agreement pursuant to this section shall become effective on the delivery date of the notice of termination by the Party seeking to terminate the Agreement.

9.3. Effect of Termination. Termination in accordance with this Agreement, regardless of cause or nature, shall be without prejudice to any other rights or remedies of the Parties and shall be without liability for any loss or damage occasioned thereby. Termination of this Agreement for any cause shall not release either Party hereto from any liability, which at the time of termination has already accrued to the other Party hereto or which thereafter may accrue in respect to any act or omission prior to termination, or from any obligation, which is expressly stated herein to survive termination.

9.4. Termination for Failure to Make Payments. In the event the Customer fails to make payment to Perfumarie pursuant to this Agreement, Perfumarie may terminate this Agreement upon giving the Customer written notice of such non-payment, if, within thirty (30) days thereafter, the Customer fails to cure such nonpayment.

9.5. Rights Cumulative. The termination rights granted under this paragraph are cumulative with and in addition to any other rights or remedies to which Perfumarie may be entitled arising from any violation, default or breach of this Agreement.

9.6. Removal of Customer Merchandise. Upon termination of this Agreement, Perfumarie will provide the Customer with an inventory report to the Customer and coordinate the merchandise removal. Perfumarie shall charge Customer a maximum of $30 per pallet for full pallet removal and $85 per hour for labor to pull, pack and consolidate all goods in flowrack areas. If Perfumarie is required to use any Perfumarie materials to prepare the final shipment, the Customer shall reimburse Perfumarie for such materials used. Perfumarie will prepare the goods and paperwork for shipment and load such goods onto vehicles designated by Customer. Any high-level accounting, administration, and product management work will be billed to Customer against Perfumarie’s agency service rates. The final shipment of the Customer’s goods will only be released by Perfumarie upon full payment of all outstanding balances owed to Perfumarie hereunder.

9.7. International Brands. By law and per U.S. Homeland Security requirements, an International company is required to transfer its inventory to a new U.S.-based Consignee and waive Perfumarie of the bond and any future liability for Customer’s activities and products. Please prepare the paperwork, including a new Power of Attorney, with your Account Manager at least one week prior to the transfer date.

9.8. Right of Offset. At Perfumarie’s sole discretion, Perfumarie may offset any expense, cost, fee, or other amount to be paid for or reimbursed by deducting such amounts from the final payment for sales due to the Customer. Customer’s final invoice will remedy any labor expenses and work performed on Customer’s behalf. The final invoice or payment will be issued after a formal account audit after 90 days from the product release.

 

Receiving Guidelines

RECEIVING HOURS

• Delivery is by prior arrangement only. Appointments must be made between Monday – Friday 8:30 am to 4:30pm.

• Please email Receiving at brands@Perfumarie.com to schedule a receiving appointment at least 48 hours in advance.

• Please note a standard fee of $300 will be applied to all receipts occurring before or after business hours. A $150 fee will be applied to shipments we receive without appointments.

• All International shipments must be scheduled with an itinerary in advance. Pre-approval for the schedule is required.

• Shipments without appointments may be refused at our discretion.

DELIVERY APPOINTMENTS

• Perfumarie requires the following information to schedule a receiving appointment:

  • Consignee

  • Carrier's name

  • Pallet count and piece count

  • Purchase Order number

  • Person's name and telephone number who is requesting the appointment.

• Shipper's name Packing Slip Requirements:

  • A packing slip is required for each shipment.

  • If the shipment requires more than one trailer, a separate packing slip outlining the particulars of each trailer is mandatory.

  • Shipments processed without a packing slip will incur a $50.00 fee.

• Required information for each packing slip:

  • Purchase Order number

  • Product description

  • Item number

  • Number of units

  • Number of cartons

• Pallet Requirements:

  • Pallets must be wooden and cannot exceed 52 inches Pallet Dimensions acceptable will be 40 x 48 inches or 32 x 48 inches 10 Floor loaded containers must be specified during scheduling and will result in the following labor and expense charges:

    • $85 per person per hour

    • $8 per pallet

    • $3 for cello per pallet

• Carton Requirements:

  • Each carton must be individually labeled. Labels must include the following information:

    • SKU number (no mixed SKU’s)

    • Quantity in carton o Lot number (if applicable)

    • Expiration date (if applicable) o

    • Weight of each carton must not exceed 50 pounds

NON-COMPLIANT CHARGES

Failure to comply with the above receiving procedures will result in Non-Compliant Receiving Charges for Warehouse Labor at $85 per person per hour (with a 1-hour minimum charge) plus the cost of materials.