"Agreement" means the agreed Terms and Conditions that can be found at indejuice.com/terms, any successor of the Terms and Conditions, or any other similar agreement (as determined by IndeJuice) between you and us that permits you to offer products and services via a particular IndeJuice Site.
"Elected Country" means the United Kingdom.
"FBIJ" means fulfilment and associated services for your products by IndeJuice.
"FBIJ Excluded Product" means any Unit that is prohibited by the Agreement or Seller Code of Conduct or by the Agreement.
"Foreign Address" means any mailing address outside the United Kingdom.
"IndeJuice Fulfilment Units" means Units fulfilled using FBIJ that are sold through an IndeJuice Site.
"Promotional Items" means items that you provide to us at no cost to us for the purposes of promotion other than items that fall under Units that you sell and we fulfil via FBIJ.
"Sellable Unit" means a Unit that is not an Unsuitable Unit.
"Unit" means a unit of your product that you deliver to IndeJuice in connection with FBIJ.
"Unsuitable Unit" means a Unit: (a) that is defective, damaged, unfit for a particular purpose, or lacking required label(s); (b) the labels for which were not properly registered with IndeJuice before shipment or do not match the product that was registered; (c) that is an FBIJ Excluded Product or does not comply with the Agreement; (d) that IndeJuice determines is unsellable or unfulfillable; or (e) that IndeJuice determines is otherwise unsuitable.
These FBIJ Service Terms are part of the Agreement, and, unless specifically provided otherwise, concern and apply only to your participation in FBIJ. BY REGISTERING FOR OR USING FBIJ, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE FBIJ SERVICE TERMS. You expressly agree that IndeJuice may engage its Affiliate(s) or a third party in order to complete one or more of the fulfilment and associated services outlined below.
F-1 Your Products
Once you are accepted into FBIJ, you must apply to register each product you offer that you wish to include in FBIJ. We may refuse registration in FBIJ of any product, including on the basis that it is an FBIJ Excluded Product or that it violates the Agreement. You may at any time withdraw registration of any of your products from FBIJ.
F-2 Product Information
You will, provide in the format we require, accurate and complete information about your products registered in FBIJ. You will promptly update any information about your products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.
F-3 Shipping to IndeJuice
F-3.1 Except as otherwise provided in Section F-3.4 and Section F-5, FBIJ is limited to Units that are shipped to and from fulfilment centres located within the applicable Elected Country, to be delivered to customers in the same Elected Country only. You will ship Units to us in accordance with the Agreement. You will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance) and IndeJuice will not pay any shipping costs. You are responsible for payment of all customs, duties, taxes, and other charges. In the case of any improperly packaged or labelled Unit, we may return the Unit to you at your expense (pursuant to Section F-7) or re-package or re-label the Unit and charge you an administrative fee.
F-3.2 You will not deliver to us, and we may refuse to accept, any shipment or Unsuitable Unit.
F-3.3 We may, at our option, allow you to ship Units at your expense (as described in Section F-9.1) to fulfilment centres using discounted shipping rates that we may make available to you for certain carriers. In such event, you will use the processes and supply the information that we require for you to obtain such discounted rates. You also must comply with standard operating procedures, weight and size restrictions, and other shipping requirements of the applicable carriers. If we provide you with the estimated shipping costs prior to shipment, you acknowledge and agree that actual shipping costs may vary from such estimates. In addition, if the weight of the Unit, as determined by the applicable carrier, differs from that submitted by you to us for purposes of determining the estimated shipping costs, then: (a) you may be charged more than the estimated shipping costs if the carrier determines that such Unit weighs more than as submitted by you; or (b) you may be charged the full amount of the estimated shipping costs even if the carrier determines the weight to be less than that submitted by you. You will not use carrier account information (e.g., carrier account number, amount of shipping rates, etc.) for any purpose, nor disclose such information to any third party, and you will use your best endeavours to protect such information as IndeJuice's confidential information. As between you, us, and the applicable carrier, you will be the shipper of record, and we will make payment to the carrier with respect to the shipment of all Units using such discounted rates. Title and risk of loss for any Unit shipped using discounted rates provided by us under this Section will remain with you, and our provision of such shipping rates will not create any liability or responsibility for us with respect to any delay, damage, or loss incurred during shipment. You authorize the applicable carrier to provide us with all shipment tracking information.
F-3.4 If you ship Units from outside the applicable Elected Country to fulfilment centres, you will list yourself as the importer/consignee and nominate a customs broker. If IndeJuice is listed on any import documentation, IndeJuice reserves the right to refuse to accept the Units covered by the import documents and any costs assessed against or incurred by IndeJuice will be collected from Your Bank Account, deducted from amounts payable to you, or by other method at our election.
We will provide storage services as described in these FBIJ Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Units by identifying the number of Units stored in any fulfilment centre. We will not be required to physically mark or segregate Units from other inventory units (e.g., products with the same IndeJuice standard identification number) owned by us, our Affiliates or third parties in the applicable fulfilment centre(s). If we elect to commingle Units with such other inventory units, both parties agree that our records will be sufficient to identify which products are Units. We may move Units among facilities. If there is a loss of or damage to any Units while they are being stored, we will, as your sole remedy, reimburse you and you will, at our request, provide us a valid tax invoice for the compensation paid to you. If we reimburse you for a Unit, we will be entitled to dispose of the Unit pursuant to Section F-7. This reimbursement is our total liability for any duties or obligations that we or our agents or representatives may have and is your only right or remedy. At all other times, you will be solely responsible for any loss of, or damage to, any Units. Our confirmed receipt of delivery does not: (a) indicate or imply that any Unit has been delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Units of your product(s) specified by you for such shipment; or (c) waive, limit, or reduce any of our rights under these Service Terms. We reserve the right to impose, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage of your inventory in fulfilment centres, and you will comply with any of these restrictions or limitations.
F-5.1 As part of our fulfilment services, we will ship Units from our inventory of your products to the shipping addresses in the Elected Country included in valid customer orders. We may ship Units together with products purchased from other merchants, including any of our Affiliates.
F-5.2 We will at our sole discretion determine the suitability, frequency and rate by which we will or will not distribute Promotional Items you have provided to us.
F-6 Customer Returns
Due to the nature of the products sold on IndeJuice, we prohibit returns through IndeJuice in accordance with the Agreement.
F-7 Returns to You and Disposal
F-7.1 You may, at any time, request that Units be returned to you or that we dispose of Units.
F-7.2 We may return Units to you for any reason, including upon termination of these FBIJ Service Terms. Returned Units will be sent to your designated shipping address. However, if (a) the designated shipping address we have for you is outdated or incorrect, (b) you have not provided or, upon our request, confirmed a designated shipping address in the Elected Country, or (c) we cannot make arrangements for you to pay for the return shipment, then the Unit(s) will be deemed abandoned and we may elect to dispose of them in our sole discretion.
We may dispose of any Unsuitable Unit (and you will be deemed to have consented to our action): (i) immediately if we determine in our sole discretion that the Unit creates a safety, health, or liability risk to IndeJuice, our personnel, or any third party; (ii) if you fail to direct us to return or dispose of any Unsuitable Unit within thirty (30) days after we notify you that the Unit has been recalled; or (iii) if you fail to direct us to return or dispose of any Unsuitable Unit within thirty (30) days after we notify you. In addition, you will reimburse us for expenses we incur in connection with any Unsuitable Units.
F-7.3 We may dispose of any Unit we are entitled to dispose of (including any Unsuitable Units) in the manner we prefer. Title to each disposed Unit will transfer to us at no cost to us as necessary for us to dispose of the Unit, and we will retain all proceeds, if any, received from the disposal.
F-7.4 You will promptly notify us of any recalls or potential recalls, or safety alerts of any of your products and cooperate and assist us in connection with any recalls or safety alerts, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your Affiliates incur in connection with any recall or potential recall or safety alerts of any of your products (including the costs to return, store, repair, liquidate, or deliver to you or any vendor any of these products).
F-8 Customer Service
F-8.1 We will be responsible for and have sole discretion regarding all customer service issues relating to packaging, handling and shipment, refunds, and adjustments related to IndeJuice Fulfilment Units. Notwithstanding your right to request that we process a refund, adjustment or replacement for any IndeJuice Fulfilment Unit, we will have the conclusive right to determine whether a customer will receive a refund, adjustment or replacement for any IndeJuice Fulfilment Unit and to require you to reimburse us where we determine you have responsibility in accordance with the Agreement (including these FBIJ Service Terms and the Agreement). Except as provided in this Section F-8 regarding any IndeJuice Fulfilment Units, customer service will be handled in accordance with the Agreement.
F-8.2 In situations relating to IndeJuice Fulfilment Units where the wrong item was delivered or the item was damaged or lost or is missing, unless we determine that the basis for such request is caused by you or any of your employees, agents, or contractors, we will, as your sole and exclusive remedy and at our option: (a) for any IndeJuice Fulfilment Unit, (i) ship a replacement Unit to the customer and reimburse you for the replacement Unit, or (ii) process a refund to the customer and reimburse you for the Unit. We will be entitled to retain the applicable fees payable to us. Except as expressly provided in this Section F-8.2, you will be responsible for all costs associated with any replacement or refund.
F-9 Compensation for Fulfilment Services
F-9.1 Shipping and Gift Wrap. For any IndeJuice Fulfilment Units we will determine the amounts charged to the customer for shipping and gift wrap services for the Units that we fulfill through FBIJ. Your earnings as described in our fee schedule referenced in the Agreement will not include the amounts charged to the customer for shipping and gift wrapping services.
F-9.2 Proceeds. We may keep all proceeds of any Units that we dispose of or to which title transfers, including damaged or abandoned Units. You will have no security interest, lien, or other claim to the proceeds that we receive in connection with the sale, fulfilment, and/or shipment of these Units.
In addition to your obligations under the Agreement, you also agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any Claim that arises from or relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Section F-4 regardless of whether such Unit is the actual item you originally sent to us), including any personal injury, death, or property damage; (b) the shipment, export, or delivery of your products to Foreign Addresses (including with respect to any classification data and other information provided by you to us in connection therewith, and notwithstanding any rights we have under Section F-5 or any certifications we may make in connection with the shipment, export, or delivery of your products); (c) any of Your Taxes or the collection, payment, or failure to collect or pay Your Taxes; and, if applicable (d) any sales, use, value added, personal property, gross receipts, excise, franchise, business, or other taxes or fees, or any customs, duties, or similar assessments (including penalties, fines, or interest on any of the foregoing) imposed by any government or other taxing authority in connection with the shipment of Foreign-Eligible Products to Foreign Addresses (collectively, "Foreign Shipment Taxes").
You, on behalf of yourself and any successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns, and any other person or entity claiming by, through, under, or in concert with them (collectively, the "Releasing Parties"), irrevocably acknowledge full and complete satisfaction of and unconditionally and irrevocably release and forever fully discharge IndeJuice and each of our Affiliates, and any and all of our and their predecessors, successors, and Affiliates, past and present, as well as each of our and their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under, or in concert with any of them (collectively, the "Released Parties"), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts, or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, "Losses") which the Releasing Parties now own or hold or at any time have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to the shipment, export, or delivery of your products to Foreign Addresses, including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses, whether in tort, product liability, contract, warranty, or otherwise, against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for or use FBIJ, which the Releasing Parties are giving up by agreeing to these FBIJ Service Terms. It is your intention in agreeing to these FBIJ Service Terms that these FBIJ Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them. In addition to the foregoing, you acknowledge, on behalf of yourself and all other Releasing Parties that you are familiar with the Unfair Contract Terms Act 1977 ("UCTA") and you expressly waive and relinquish any rights that you had or may have under each provision of UCTA or any similar provision of the law of any other jurisdiction, to the full extent that you may lawfully waive all such rights pertaining to the subject matter of these FBIJ Service Terms.
IN ADDITION TO THE DISCLAIMER IN SECTION 7 OF THE GENERAL TERMS OF THESE SERVICE TERMS, WE DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND YOU WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE OR OTHERWISE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.
F-13 Effect of Termination
Following any termination of the Agreement or these FBIJ Service Terms in connection with a particular Elected Country, we will, as directed by you, return to you or dispose of the Units held in that Elected Country as provided in Section F-7. If you fail to direct us to return or dispose of the Units within thirty (30) days after termination, then we may elect to return and/or dispose of the Units in whole or in part, as provided in Section F-7, and you will be deemed to have consented to our actions. Upon any termination of these FBIJ Service Terms in connection with a particular Elected Country, all rights and obligations of the parties under these FBIJ Service Terms in connection with such Elected Country will be extinguished, except that the rights and obligations of the parties under Sections F-1, F-2, F-3, F-4, F-5, F-6, F-7, F-8, F-9, F-11, F-12, and F-13 with respect to Units received or stored by IndeJuice as of the date of termination will survive the termination.
F-14 Tax Matters
You understand and acknowledge that storing Units at fulfilment centres may create tax nexus for you in any country, state, province, or other localities in which your Units are stored, and you will be solely responsible for any taxes owed as a result of such storage. If any Foreign Shipment Taxes or Your Taxes are assessed against us as a result of performing services for you in connection with FBIJ or otherwise pursuant to these FBIJ Service Terms, you will be responsible for such Foreign Shipment Taxes and Your Taxes and you will indemnify and hold IndeJuice harmless from such Foreign Shipment Taxes and Your Taxes as provided in Section F-10 of these FBIJ Service Terms.
F-15 Additional Representation
In addition to your representations and warranties in Section 5 of the General Terms of these Service Terms, you represent and warrant to us that: (a) you have valid legal title to all Units and all necessary rights to distribute the Units and to perform under these FBIJ Service Terms; (b) you will deliver all Units to us in new condition (or in such condition otherwise described by you in the applicable your product listing) and in a merchantable condition; (c) all Units and their packaging will comply with all applicable marking, labelling, and other requirements required by Law; (d) no Unit is or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour; (e) you and all of your subcontractors, agents, and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws of the Elected Country, its territories, and all other countries where Units are produced or delivered, regarding the operation of their facilities and their business and labour practices, including working conditions, wages, hours, and minimum ages of workers.
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