This is an agreement entered into between a company and a supplier for the supply of
specific goods. The agreement can be customized to provide what type of product is to
be supplied, pricing terms, schedules, shipping rates, payment terms, risk of loss and
termination. It contains numerous standard terms as well as opportunities for
customization to fit the specific needs of the parties. This document is ideal for small
businesses or other entities that want to enter into an agreement with a supplier of
FULFILLMENT SERVICES AGREEMENT
This Agreement made on this [day] day of [month] of [year] Between Company and Supplier (hereinafter the
BETWEEN: [Company name/address] (hereinafter the "Company"),
AND: [Supplier name/address] (hereinafter the “Supplier"),
WHEREAS, Supplier desires to provide [product], and Company desires to receive [product] from Supplier, under
the terms and conditions of this Agreement and the Schedules (as defined below).
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Company and
Supplier hereby agree as follows:
Both Supplier and Company agree that any and all projects entered in to between Supplier and Company
will be set forth in a schedule format similar to that detailed within this Agreement, (hereinafter the “Original
Schedule) which describes the fulfillment project.
Additionally both parties agree that the general terms of this Agreement will apply to the general
relationship between each subsequent project undertaken by the parties, unless modified by the written consent of
both. Additional project schedules (hereinafter the “Schedules”) shall be developed and agreed to by the parties, in
concordance with this Agreement. The terms of the Schedules shall control in the event of any conflict between this
Agreement and subsequently developed Schedules.
As of the date of this agreement, Company shall, under the terms and conditions of this Agreement and any
additionally developed Schedules, cause Supplier to provide the services as defined in any Schedules (hereinafter
the “Fulfillment Services”).
During the term of this agreement, Company may ask Supplier to be involved in new projects. Requests for
involvement in new projects should be made in writing, and Supplier reserved the right to decline or accept any
project so long as Supplier discusses the projects with Company in good faith and gives new project requests fair
consideration. A Schedule will be created for all new projects and attached to this Agreement.
PRICING, SHIPPING RATES AND TAX COLLECTION
The price determined for all individual projects shall be set forth in the Schedule. Supplier reserves the
right to increase the price of Fulfillment Services. Price may only be increased upon sixty days prior written notice.
Increases shall not exceed ten percent of the price of the previous year’s Fulfillment Services.
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Shipping rates, including the necessary postage and freight rates, which would be necessary for the
performance of any Fulfillment Services project shall be determined by Supplier for each project and shall be
communicated in writing to Company prior to the project start date.
Company agrees that it or its duly assigned agent is responsible for any and all tax collection issues.
Both parties agree to provide progress reports on mutually agreed upon intervals as detailed in the relevant
Schedule or at any time when reasonably during the performance of Fulfillment Services.
Supplier shall invoice Company for the Fulfillment Services every fifteen days. The invoice shall detail all
Fulfillment Services provided to Company during the prior fifteen days, including the quality and rate of products
received, and the charge for the services. Company shall pay all invoices within 30 days of receipt
If disputed invoices are not resolved within ninety calendar days of Company’s receipt, that invoice shall
be payable and immediately due.
Supplier shall assess interest at a rate of 1% per month on all receivables not paid within the
aforementioned time periods. Interest will begin to accrue on the 45th day from the date of invoice. Interest will
continue accruing until the full payment of all overdue payments and interest charges.
Company and Supplier both agree to keep accurate and complete account books, records, and other
documents relevant to this Agreement and any Schedule (hereinafter the “Records”). The parties shall keep such
Records for a period of time consistent with Supplier’s general record keeping policy or four years after the
expiration of this Agreement.
The Records will be available for copying, review and inspection by any agent or qualified representative
of a party to this agreement. Inspections will be made at the expensive of the requesting party and shall take place at
the location where the party traditionally keeps Records during normal business hours. Inspections shall be
requested with a notice period of seven business days. Any Confidential Information disclosed by the inspection
shall be kept confidential. No more than four inspections can be re