1. Common Terms used throughout this agreement are defined below:

• Mape Global Enterprise: all staff that is employed by Mape Global Enterprise.
• Client: Company entering a contractual agreement with Mape Global Enterprise.
• End-User: The end-user of the product that Mape Global Enterprise is fulfilling and Client is selling.
• Agreement: The Service Agreement between Mape Global Enterprise and the Client.

2. Term and Termination

• The term of the agreement is ongoing without a predetermined termination. Either party has the right to cancel or terminate the Agreement without liability, upon 30 days prior written notice to the other party. All outstanding invoices must be paid in full upon cancellation of services.

3. Services

• During the term of this Agreement, Gambit Group agrees to provide fulfillment, warehousing, shipping and ancillary services to the Client at any of its warehouse facilities. Gambit Group will notify Client of any inventory movements between its facilities. Dimensions and weights provided are agreed upon, but not “actual”. If there should be a deviation from dimensions and weights initially provided, Client will be billed based on actual costs.

4. Minimum volume and/or revenue requirements

• None.

5. Warehouse Outbound Customs Duties

• Applicable HS codes may have been developed with the assistance of Gambit Group, but are the sole responsibility of the Client. In some rare cases, U.S. (or the destination’s) Customs Office may determine that the HS code selected is inapplicable, and may require it to be changed. Upon change the Client realizes that a different duty rate may apply.

6. Warehouse Inbound Customs Duties

• Any duties and/or taxes incurred on “Inbound” shipments to Gambit Group warehouse facilities will be paid for by Gambit Group, but must be reimbursed by Client. These charges will be applied on any invoices that are forwarded to Client.

7. Shipping Services

• Mape Global Enterprise cannot guarantee the dependability of shipping services and does not assume responsibility for lost or non-delivered packages. Mape Global Enterprise will do everything in its power in order to reclaim any funds that the Postal Services are liable for on behalf of the Client. All orders that are received by the Gambit Group each business day by 12:00 pm local time, will ship out that same business day. If an order is received into the Mape Global Enterprise after 12:00 pm, it will ship the next business day. There are certain circumstances and variables that could factor in and prevent this commitment. Some examples are, but not limited to: Address Verification Issues, Inventory Issues, Large and Wholesale Order Verification Issues, Work Order Queue, etc.

8. Shipping Insurance on Outbound Shipments

At the request of the Client, Gambit Group will provide a Shipping Insurance Policy for shipments that leave the warehouse. Insurance Claims are typically filed 30 business days after the shipment was sent to End-Users. Claims can take up to 60 business days to process. Instances when a package may become lost or undeliverable will be addressed as follows:

• Package Undeliverable to the address provided: Will typically be routed back to Gambit Group warehouse. Once received, Gambit Group will treat this package as an Undeliverable and charge Undeliverable Fee.
• Package Lost without insurance: Gambit Group is not liable, but you are eligible to receive partial reimbursement through our claims process if the carrier accepts liability.
• Package Lost with insurance: Gambit Group will file a claim on behalf of the Client 30 business days after initial shipment and immediately send out a Replacement to the End-User from the Client’s Inventory.
• If you would like to learn more on Gambit Group Shipping Insurance Terms & Conditions, please contact one of our customer support specialist for more information.

9. Invoicing

• All invoicing and reconciliations are performed monthly. Payment for Mape Global Enterprise services is invoiced for and due upon Client’s receipt of Invoice with a Net 10. Remittance will be performed in USD amounts.

10. Confidentiality

• Client and Gambit Group agree to maintain confidentiality of information contained in or related to this Agreement.

11. Postage Pricing

• It is standard industry practice that postage prices increase at least once per annum to reflect changes in shipping rates by shipping vendors,changes in postage pricing will be reflected accordingly.

12.

• Client agrees to provide Mape Global Enterprise with sufficient inventory so as to not cause any negative recourse by its sales channels. All inventory in Mape Global Enterprise possession is the sole property of the Client. Upon termination of the agreement inventory will be returned to Client via Client’s selected and paid for mode of transit.

13. Liability Limitation

• Mape Global Enterprise has an active General Liability Insurance Policy and maintains a state of the art security system for its locations. Mape Global Enterprise liability is limited to the actual product value (manufacturer’s cost of the Goods). Mape Global Enterprise limit of liability for any agreed to warehouse or shipping error shall in any case not ever exceed the amount of work or work order service provided for that specific shipment. Mape Global Enterprise shall not be responsible for EDI related charge backs.

14. Force Majeure

• Neither party shall be liable to the other for failure to perform its obligations under this Agreement if prevented from doing so because of an act of God, fire, flood, war, civil disturbance, interference by civil or military authority or other causes beyond their responsible control of the parties.

15.

• Client shall provide shipping and routing instructions for each retailer to be shipped by Mape Global Enterprise. Mape Global Enterprise shall make every effort to avoid shipping violations. Mape Global Enterprise performs many checks throughout our operation for compliance. Client shall advise Mape Global Enterprise every time a Retailer introduces an additional requirement, and Mape Global Enterprise shall institute a procedure to comply with such requests. In the event of a warehouse error or dispute, Mape Global Enterprise shall provide as much necessary support and documentation as possible to respond to the Retailer. Additionally, Mape Global Enterprise will institute new procedures to avoid reoccurrence. However, our policy and rate structure does not allow us to absorb the monetary charges associated with Retailer charge backs. Client shall not make any deductions from Mape Global Enterprise Invoices for warehouse error without prior written authorization from Mape Global Enterprise.

16.

• Client shall furnish or be responsible for the expense of all supplies necessary to process Retailer/Wholesaler/Distributor specific Work Orders including: label stock, pick tickets, packing lists, bills of lading, pallets, cartons, etc. unless mentioned elsewhere in this proposal.

17.

• Mape Global Enterprise is an appointment facility; Inbound and outbound shipments shall be scheduled in advance. Hours or operation are Monday through Friday 8:00AM – 4:30PM EST.

18.

• Client shall provide an Advanced Shipment Notification in advance of receipt of freight. All cargo shall be received as “said to contain” with no liability to Mape Global Enterprise for shortages.

19.

• Mape Global Enterprise shall unload client containers and provide detailed receiving reports within 48 hours of receipt of freight. Shipping orders shall be processed within 48 hours of receipt, provided that freight is on hand. It is understood by Client and Mape Global Enterprise that when processing large orders in peak season, or when additional servicing is required Client must work with Gambit Group to prioritize their shipments in advance.

20.

• All retail and/or wholesale orders should be submitted to Mape Global Enterprise as a Work Order Request.

Last updated on: June 12/2020