Standard Terms of Service

Overview

This website is operated by PandaShip LLC. Throughout the site, the terms “we”, “us” and “our” refer to PandaShip LLC. PandaShip LLC offers this website, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Section 1 — Online Store Terms

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your Services.

Section 2 — General Conditions

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

Section 3 — Accuracy, Completeness and Timeliness of Information

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

Section 4 — Modifications to the Service and Prices

Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

Section 5 — Products or Services

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

Membership Fees may be cancelled upon 30 days notice. Any cancellations to membership are subject to a pro-rated refund to the nearest calendar month.

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer.

Section 6 — Accuracy of Billing and Account Information

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. You agree to provide current, complete and accurate purchase and account information for all purchases made at our store.

Section 7 — Optional Tools

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement.

Section 8 — Third-Party Links

Certain content, products and services available via our Service may include materials from third-parties. We are not responsible for examining or evaluating the content or accuracy of third-party materials, products, or services.

Section 9 — Personal Information

Your submission of personal information through the store is governed by our Privacy Policy.

Section 10 — Errors, Inaccuracies and Omissions

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice.

Section 11 — Prohibited Uses

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code.

Section 12 — Disclaimer of Warranties; Limitation of Liability

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’.

In no case shall PandaShip LLC, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind.

Section 13 — Indemnification

You agree to indemnify, defend and hold harmless PandaShip LLC and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service.

Section 14 — Severability

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service.

Section 15 — Termination

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are effective unless and until terminated by either you or us.

Section 16 — Entire Agreement

These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Service constitute the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals.

Section 17 — Governing Law

These Terms of Service and any separate agreements whereby we provide you services shall be governed by and construed in accordance with the laws of the State of Florida.

Section 18 — Contact Information

Questions about the Terms of Service should be sent to us at support@pandaship.com.

Terms of Service — Fulfillment

PandaShip LLC provides logistics software and a fulfillment network of third-party logistics providers (“3PLs”) that allows ecommerce manufacturers and merchants (“Merchants”) to seamlessly add multiple 3PLs based on their growth and/or geographical needs (the “Fulfillment Network” or “Network”). PandaShip LLC provides you under these Terms of Service (“TOS”) certain software-as-a-service ecommerce solutions and other fulfillment services (together, the “Services”) to help you with your ecommerce fulfillment needs. Any new features or tools added to the current SaaS and fulfillment Services are also subject to these Terms of Service. PandaShip LLC reserves the right to update and change these Terms of Service by posting updates and changes to the PandaShip website. You are advised to check these Terms of Service occasionally for any updates or changes that may impact you. By accepting these Terms of Service, you also accept all requirements in PandaShip LLC help guides, FAQs, and any supplemental guides produced.

1. Acceptance of Terms

  • You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service.
  • To access and use the SaaS Services, you must register a PandaShip LLC account (“Account”) by providing your full legal name, current address, phone number, valid email address, and any other information indicated as required. PandaShip LLC may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
  • You acknowledge that PandaShip LLC will use the email address you provide as the primary method for communication.
  • You are responsible for keeping your password secure. PandaShip LLC cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
  • You are responsible for all activity and content, information, or data uploaded (including photos, images, videos, graphics, written content, audio files, and/or code), collected, generated, stored, displayed, distributed, transmitted, or exhibited on or in connection with your Account (together, the “Materials”).
  • A breach or violation of any term in these Terms of Service, including the AUP, as determined in the sole discretion of PandaShip LLC, may result in an immediate termination of your services.
  • By accepting this TOS or by accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by this TOS. By accepting this agreement, you represent that you have the authority to accept these Terms on behalf of yourself, a business, or another legal entity.
  • You must read, agree with and accept all of the terms and conditions contained in this Terms of Service agreement, including PandaShip LLC’s AUP, Privacy Policy, Help Center, and, if applicable, the Data Protection Addendum (“DPA”) before you may become a user of the Fulfillment Services.
  • Agency. If you are an Agency and signup a client on their behalf, your client is subject to these terms and conditions.

2. General Conditions

  • You must read, agree with and accept all of the terms and conditions contained in these Terms of Service, including the AUP and the Privacy Policy, before you may become a user of the Services.
  • These Terms of Service are governed by and are to be interpreted in accordance with the laws of the State of Florida and the federal laws of the United States applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction and venue of the state and federal courts located in the State of Florida with respect to any dispute or claim arising out of or in connection with these Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods is not to apply to these Terms of Service and is hereby expressly excluded. The provisions of this section may not be amended except by the express consent of both parties to these Terms of Service.
  • Your continued use of the Services after the amended Terms of Service are posted to PandaShip LLC’s website constitutes your agreement to and acceptance of the amended Terms of Service. If you do not agree to any changes to these Terms of Service, do not continue to use the Service.
  • You may not use the PandaShip LLC service for any illegal or unauthorized purpose, nor may you, in the use of the Service, violate any laws in the United States, in your jurisdiction (if different from the United States), the laws applicable to you in your customer’s jurisdiction, or any other applicable laws. You shall comply with all applicable laws, rules, and regulations in your use of the Service and connection with the provision of your Services.
  • You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the SaaS and/or Fulfillment Services, use of the SaaS Service, or access to the SaaS Service without the express written permission by PandaShip LLC.
  • Technical Support is only provided to paying account holders via email.
  • You shall not purchase search engine or other pay-per-click keywords (such as Google AdWords) or domain names that use PandaShip LLC trademarks and/or variations and misspellings thereof.
  • You shall not by implication or otherwise associate your Services with PandaShip LLC except in a manner expressly approved in advance and writing by an authorized representative of PandaShip LLC.
  • Questions about these Terms of Service should be submitted to support@pandaship.com.
  • You understand that your Materials (not including credit card information) may be transferred unencrypted and involve (a) transmissions over various networks and (b) changes to conform and adapt to the technical requirements of connecting networks or devices.
  • Credit Card information shared with PandaShip LLC is always encrypted in any transfer or storage that PandaShip LLC controls.
  • You acknowledge and agree that your use of the SaaS Services, including information transmitted to or stored by PandaShip LLC, is governed by its privacy policy.
  • Subject to the terms hereof, PandaShip LLC has no obligation to provide technical support services through email or phone in accordance with our standard practice regarding technical support for e-commerce platforms such as Shopify, WooCommerce, BigCommerce, Etsy, eBay, Amazon, Walmart, API connection, etc.
  • The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and PandaShip LLC’s Terms of Service available in another language, the most current English version of these Terms of Service will prevail.
  • Tariffs and Taxes. PandaShip LLC is not responsible and does not advise in regard to any tariffs, taxes, other cross-border fees or international product requirements. You are responsible for seeking legal advice and fully understand what products you can ship across state / international borders and any associated taxes/tariffs or product labeling that may apply.
  • Under no circumstances, and at no time, during the Term or after, are you permitted to enter PandaShip LLC’s facilities, fulfillment centers, warehouses, or premises without prior express notice. As your Goods may be commingled with the Goods of other vendors in PandaShip LLC’s facilities, under no circumstances, during the Term or after, may you access the Goods while the Goods are stored in PandaShip LLC’s facilities without the prior express consent of PandaShip LLC.
  • The failure of PandaShip LLC to exercise or enforce any right or provision of these Terms shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and PandaShip LLC, even though it is electronic and is not physically signed by you and PandaShip LLC and it governs your use of the Service.
  • Merchant is responsible for providing accurate MSDS paperwork. Merchant is responsible for understanding which products are hazardous materials and the associated regulations. Hazmat shipping may require additional fees and separate shipping rates.

3. Auto-Renewal

All Merchants with an Agreement shall commence the Agreement on the Effective Date (of their Agreement) and continue for an initial term (the “Initial Term”). Upon expiration of the Initial Term, their Agreement shall automatically renew for successive one (1) year renewal terms (each, a “Renewal Term”), unless either party provides written notice of its intent not to renew at least thirty (30) days prior to the expiration of the then-current term. Unless otherwise agreed in writing, the terms and conditions of this Agreement shall remain in effect during any Renewal Term. All auto-renewals will be subject to the standard GRIs.

4. Fulfillment Services

The PandaShip LLC Network shall provide the following services via their Fulfillment Network to the Merchant (collectively, the “Services”):

  • Receive shipments from the Merchant of the Product (this may be referred to as “Product”, “Units”, “Inventory”).
  • Provide storage for the Inventory in one of the Network’s facilities.
  • Upon notification by the Merchant of a purchase of Products by a customer, the Network will pick and package the Products from the available Inventory and ship such Products directly to the customer (“End-User”).
  • PandaShip LLC Network will use appropriate packaging material (i.e., bubble wrap, poly mailers, boxes with void fill, etc.) at its discretion. Packaging material may vary according to availability.
  • PandaShip LLC’s proprietary platform and associated technology will include a summary of all orders shipped and received.
  • PandaShip LLC Network will facilitate any Product returns from the End-User to the Merchant after approved pricing and scope of work is agreed to by the two parties.
  • PandaShip LLC pricing is based on leveraging PandaShip LLC’s network of warehouses. By agreeing to these terms, you allow PandaShip LLC to move your inventory across facilities if your agreement states this. Otherwise, see your agreement for Fulfillment Network Pricing.
  • Larger orders that need to be packed in three or more packages will potentially be subject to additional fees.
  • Merchant agrees that PandaShip LLC is never liable for any indirect damages while performing Fulfillment Services for Merchant. Direct damages will be limited to actual lost or damaged inventory as described in these TOS. Additional credits may be applied by PandaShip LLC at PandaShip LLC’s discretion for missed SLAs.

Force Majeure / Extreme Weather: Service Level Agreement (SLA) transit times are estimates and are not guaranteed. The Company reserves the right to suspend, modify, or extend SLA delivery timelines when service is impacted by events beyond its reasonable control, including but not limited to extreme weather conditions, natural disasters, government-mandated closures, road closures, port or terminal shutdowns, or other force majeure events. Any delays resulting from such events shall not constitute a breach of this Agreement.

5. Compensation and Reimbursement for Services

The Merchant agrees to pay PandaShip LLC for the Services in the amounts outlined in Merchant’s Agreement. “Service Fees” are the fees for any Service and any third-party fees (including, but not limited to, storage, labor, packaging, carrier fees, shipping fees, rates of duty, international brokerage charges, freight charges, insurance premiums, penalties, or other charges given during Merchant’s use of the Service). Merchants shall pay the following Service Fees, which may be adjusted occasionally.

Receiving: PandaShip LLC will establish fees based on each agreement. If not outlined in the FSA then the following receiving fees will apply:

  • $0.31 per unit
  • $3.60 per carton
  • $10.82 per pallet
  • Floor loaded containers incur additional charges

Account Setup: $0

Storage — Monthly:

  • The storage rate is outlined in Merchant’s agreement.
  • Marketing Promotions — PandaShip LLC reserves the right to run promotions around free storage for certain new customers. The waiving of certain storage fees for certain merchants is solely at the discretion of PandaShip LLC.

Pick & Pack + Shipping: Fees are based on a combination of product weight, shipment dimensions, shipment end-weight, origin/destination zone profile, and either standard or expedited carrier speed. Review your agreement for applicable fees per shipment.

Standard Shipping: Transit times for standard service level is 3–5 business days. PandaShip LLC is not liable for standard shipments that do not ship or arrive on time.

Expedited Shipping: Transit times for expedited service level is 2–3 business days. PandaShip LLC is not liable for expedited shipments that do not ship or arrive on time. For Expedited shipments over 10 units/picks — you must contact PandaShip LLC separately, and PandaShip LLC is NOT responsible for fulfilling Expedited orders with 10 or more picks/units. These are bulk shipments and are not covered in expedited shipping.

For all shipment SLAs, PandaShip LLC follows standard carrier and fulfillment processing timelines. On Business days, Standard and Expedited orders must be Ready To Ship by noon local time of the shipping warehouse to be processed that day — that is day zero (0). When an order is Ready To Ship after noon local time the following business day is day zero (0) as it relates to that shipment’s SLA.

Dimensional Pricing:

IMPORTANT: When the dimensional weight is greater than the actual weight, the dimensional weight is used instead of the package’s actual weight. DIM Weight (Lbs) = L × W × H / 166 — no exceptions.

We rely on package dimensions to calculate package DIM weight unless the product dimensions are greater. The greater of the two dimensions (package or product) is the DIM that will be used.

DIM Weight is ignored ONLY if both of the following conditions are met:

  • Package weight < 1 pound
  • Volume < 1 cubic foot

PandaShip LLC does NOT round up package weights under 1lb.

  • Any value between 7.01 oz. and 7.99 oz. will be billed as (< 0.5lb)
  • Any value between 15.01 oz. and 15.99 oz. will be billed as (< 1lb)

End Weight: This is the final weight of the item to be shipped, including the mailer or box and any necessary packing material. IMPORTANT: Some weight discrepancy is expected due to the ordinary course of business. Shipments of 2+ lbs with a weight discrepancy of 1 lb or less and shipments of less than 1.99 lb with a weight discrepancy of 2 oz or less will not be investigated for billing discrepancies. Further investigations will only go back 60 days from Merchant alerting PandaShip LLC of a potential discrepancy.

Returns: Same as order out (shipping label + picking fees). Merchants must be pre-approved by PandaShip LLC for Merchants to have access to Return services. This pricing does not include inspection, testing, or re-bagging. Contact support for pre-approval and standard operating procedure agreement. PandaShip LLC reserves the right not to process returns throughout Peak Season. If a return package arrives at a PandaShip LLC facility from a location originally shipped outside of the PandaShip LLC Fulfillment Network, all items will be disposed of upon receipt. PandaShip LLC does not accept consumable or perishable products for restock.

Labeling / Barcoding: Merchants must send in Products that are labeled — barcoded according to PandaShip LLC’s specifications. Unlabeled items will be assessed a minimum mandatory $0.25 per label fee. Merchants must follow the Labeling/Barcoding specifications outlined in PandaShip LLC’s FAQ and these terms. Barcoding and labeling not complying with PandaShip LLC’s terms will be subject to additional fees.

Label / Barcode Compliance:

  • Print barcodes from PandaShip LLC.
  • Have the PandaShip LLC warehouse barcode your products: PandaShip LLC offers barcoding on receiving your products. It is a minimum of $0.25 per barcode per application to each unit. If you send in 1,000 units, it will cost $250 to have our warehouse barcode those items.
  • If Merchant uses their own, they must meet the following requirements:
    • No duplicate barcodes
    • At least 5 digits
    • No non-standard characters (such as emoji)

Merchants will be charged (via their credit card on file) daily or weekly (pending on volume and holidays) for all storage and orders that are placed, picked, packaged, and shipped that day/week. If no orders are shipped, meaning Merchant has not received any orders, then PandaShip LLC will charge the Merchant their applicable storage fee on a weekly basis.

PandaShip LLC reserves the right to change any and/or all Fees and Compensation without notice.

Packaging. We provide standard packaging. Packaging for delicate items may come with additional fees. Carriers are extremely rough with handling packages. PandaShip LLC does not guarantee that packaged items will not be damaged in transit. PandaShip LLC is not liable for items that are damaged in transit. Merchants can use custom boxes for their orders. Custom packaging is charged for standard pick and storage fees, just like any other inventory.

Holidays. We ship Monday – Friday, excluding all bank / postal holidays. Even if items are packed for expedited or standard, they will not be processed until the next business day.

Carriers. We try our best to have every package reach its final destination. We are not responsible for items our warehouse hands off to carriers and are not delivered. Please note: At peak times, carriers may not scan every package at our facility on pickup — we are not responsible for these packages and the carrier’s conduct.

Domestic and International Carrier Insurance:

  • Domestic: We cannot guarantee that carriers will get your package to the final destination. We do not file claims for USPS. Please contact us if you would like to purchase additional insurance.
  • International is up to $100.00 coverage per shipment for PLY54 Parcel Standard and PLT60 (Parcel Direct). Claims for International are filed on the web portal. Claims for International must be filed after 45 days but no later than 60 days from the shipping date. Additional Insurance can be purchased from our insurance provider U-Pic.

Damages — Credits. PandaShip LLC is not responsible for any damage (direct or indirect) in storing, picking, packing, and shipping inventory. Any damages that may occur need to be covered by the merchant’s insurance. This includes but is not limited to inventory damaged in transit on the way to the end customer.

  • Maximum reimbursement for wrong shipments, non-shipments, and swapped shipments is limited to the shipping and/or return fees (at PandaShip LLC’s discretion).
  • PandaShip LLC is not responsible for the cost of product/inventory that may be lost due to shipping errors.
  • Inventory lost in the warehouse will be rectified as a credit to the Merchant account.
  • If the inventory is found within 45 days of merchant notice of “loss,” credit will be withdrawn.
  • All reimbursements will be issued as PandaShip LLC credits for future shipping and storage costs.

Receiving. We reserve the right to refuse inventory that violates our receiving guidelines. At PandaShip LLC, charges may apply per unit or per hour for products such as apparel, jewelry, and similar items that need to be counted and verified. There are no guarantees on receiving inventory during peak season or if items are in violation of our receiving guidelines.

PandaShip LLC can reject a Shipping Plan if:

  • It is delivered outside of our normal business hours.
  • A receiving appointment has not been scheduled with the warehouse.
  • Receiving guidelines are not followed.

Merchant agrees that PandaShip LLC will not be liable for rejecting delivery and not receiving inventory.

Merchants may see delays in receiving if:

  • The Shipping Plan is non-compliant.
  • The Shipping Plan contains mixed cartons.
  • Inventory is load balanced at the time of receiving.

Estimated (PandaShip LLC will not incur liability for inventory that is not received within these time frames) receiving timelines:

  • Compliant shipping plans will be received within 5 business days. The day the shipping plan arrives is considered day 0 (zero).
  • If inventory is load balanced at the time of receiving, it may take up to (3) three weeks to be moved to a sellable location. PandaShip LLC reserves the right to remove and transfer your goods at any time for any reason, including, without limitation, optimization of PandaShip LLC’s fulfillment network to another PandaShip LLC facility.
  • More than a full container and less than two (2) full containers: (10) ten full business days.

Fragile items. PandaShip LLC Fulfillment will only store, pack, and ship jewelry, makeup, and/or fragile items if they come pre-packed in a sealed and barcoded protective box. You must be pre-approved to have PandaShip LLC fulfill any fragile items. Items that arrive at the warehouse “loose” or not in a sealed container will be returned to the manufacturer or merchant at the merchant’s expense. If PandaShip LLC and Merchant agree to provide additional services around protective packaging, it will be at the expense of the Merchant. PandaShip LLC does not assume liability for fragile items broken in receiving, storing, processing, and shipping.

Address Change/Correction Charges: PandaShip LLC reserves the right to charge merchants for any address changes and/or correction charges implemented by carriers. PandaShip LLC can look back up to twelve (12) months on these charges.

Inventory Shrinkage refers to the loss, theft, miscounting, or damage of goods in the warehouse. It can also be the result of incorrect outgoing inventory. Third-party warehouse provider standards for shrinkage range between 2%–10%. At PandaShip LLC, we work to keep shrinkage under 3%. If shrinkage is over 3% of the Merchant’s total inventory, at a given time, then PandaShip LLC will credit the Merchant’s manufacturer’s product cost above the 3% shrinkage. Shrinkage accounting of 3% is accounted for across all SKUs, not individually. As an example, if shrinkage is 5%, the Merchant will be entitled to credit of 2% of their lost product. Merchant must provide a legitimate invoice (purchase order) for lost inventory to receive a credit. Credit will never exceed 35% of the Merchant’s normal selling price after discounts and promotions for the item. The credit will be withdrawn if a “lost” product is found or added back into inventory within 180 business days. Final accounting and inventory reconciliation can be within 12 months.

PandaShip LLC reserves the right to charge merchants for unexpected carrier surcharges. These can include but are not limited to:

  • Delivery to a super remote area
  • Extended area surcharge
  • Extra Care
  • Canadian extended surcharge
  • Address corrections or wrong address
  • Delivery attempts to a new address or multiple attempts
  • Additional handling based on length, weight, DIM, packaging
  • Inside delivery
  • International clearance services and related fees
  • Peak surcharges
  • DAS / EDAS
  • Residential Charges
  • Saturday Delivery
  • Return to Sender

Wholesale/B2B/Retail (“B2B”): Merchant agrees that credits/compensation for any B2B order chargeback fees due to Company/PandaShip LLC errors are capped at the total billed amount of the specific B2B order in dispute. For clarity, Company does not reimburse Merchant for Retailer / B2B chargebacks/fines. The only reimbursement for these errors is for the amount charged to Merchant for the specific prep work for the B2B order in dispute. All reimbursements will be issued as PandaShip LLC credits for future shipping costs.

Service Increases. If any economic conditions or regulatory changes beyond the control of PandaShip LLC change PandaShip LLC’s cost of providing Services to Merchant, PandaShip LLC may increase its prices or impose applicable surcharges including but not limited to security surcharges, to cover such increased costs. PandaShip LLC will make reasonable efforts to provide fifteen (15) days’ notice; however, increases may be effective immediately upon notice thereof. If the volume characteristics or zonal distribution communicated by Merchant to PandaShip LLC change at any time during the term of this Agreement, the rates set forth may be adjusted by PandaShip LLC.

6. Payments

  • Merchant payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Service Agreement”). By agreeing to these Terms or continuing to operate as a Merchant on the Service, you agree to be bound by the Stripe Service Agreement, as Stripe may modify the same occasionally. Merchant agrees to provide PandaShip LLC with accurate and complete information about Merchant and their business, and Merchant authorizes the necessary sharing of such information with Stripe.
  • When you use the Service, all charges for the Service and any additional fees payable to PandaShip LLC will be charged to the credit card associated with your Stripe account. Merchant agrees to pay PandaShip LLC the amount that is specified in accordance with these Terms. If the Merchant disputes any charges you must let PandaShip LLC know within sixty (60) days after the date of the invoice. After sixty (60) days, PandaShip LLC is no longer responsible for reviewing past invoices and/or charges.
  • Merchant agrees and acknowledges that PandaShip LLC shall maintain a warehouseman’s lien under the UCC for all Goods in the Network’s possession, regardless of whether a specific receipt is issued by PandaShip LLC, to cover all charges outlined in this Agreement. In the event PandaShip LLC is required to exercise its lien, the Merchant shall be responsible for all necessary and reasonable costs incurred by PandaShip LLC, including, but not limited to, reasonable attorney fees.
  • If Merchant fails to make payments within seven (7) days after the date of an invoice, all Services shall stop until PandaShip LLC receives payment. Furthermore, after Thirty (30) days of non-payment, PandaShip LLC has the right to automatically charge the saved payment method on file or any payment method used in the past for the amount due.
  • PandaShip LLC reserves the right to review and charge for the previous 90 days for collections and review and credit up to 60 days to merchant.
  • Merchant acknowledges that it is responsible for and agrees to reimburse PandaShip LLC for all reversals, charge-backs, claims, fees, fines, penalties, and other liability incurred by PandaShip LLC (including costs and related expenses) that are caused by or arising out of payments that Merchant authorizes or accepts.
  • Unless otherwise specified, all dollar amounts stated in this Terms of Service and the website will be in US dollars.
  • All fees due for the cost of the Product shall be paid directly by the End-User to the Merchant. Under no circumstances shall PandaShip LLC accept, receive, or otherwise be held responsible for payments from an End-User made in exchange for the Product.
  • PandaShip LLC reserves the right to stop shipping if the merchant does not provide a valid credit card.
  • PandaShip LLC reserves the right to dispose of/donate inventory if the Merchant’s account remains unpaid for thirty (30) days.

7. Title, Risk of Loss, and Insurance

  • Merchant hereby agrees that at no time during the period that Products are held by PandaShip LLC Fulfillment Network as Inventory will PandaShip LLC or the Network hold title or any other ownership rights in the Inventory. Title in Inventory will continue to be held by Merchant until the Products are delivered to the End-User.
  • Merchant hereby agrees that at no time during the period that the Fulfillment Network holds Products as Inventory in the Warehouse will PandaShip LLC or the Fulfillment Network carry the risk of loss in the Inventory. The risk of loss in Inventory will continue to be held by Merchant until the Products are delivered to the End-User.
  • Merchant hereby agrees that it is the Merchant’s responsibility, at all times, to maintain an insurance policy that covers the cost of the Products held in Inventory. Merchants can add a Fulfillment Network warehouse as a designated storage location to Merchant’s general inventory policy.
  • Merchant acknowledges that the Goods stored or warehoused by PandaShip LLC Fulfillment Network are not insured against loss or damage by PandaShip LLC or the Fulfillment Network. Merchant shall be solely responsible for obtaining insurance coverage for the Goods.
  • Merchant agrees that PandaShip LLC’s and the Fulfillment Network’s liability for any damage caused to the Goods shall be limited to the actual product value, which the original purchase invoice from the manufacturer/supplier shall measure. PandaShip LLC shall not be liable for any loss or damage to the Goods unless the loss or damage was directly caused by PandaShip LLC’s gross negligence or willful misconduct.
  • In the event of a lost or damaged order, PandaShip LLC will file a claim with Carrier for Goods valued at less than or equal to $100.00. PandaShip LLC WILL NOT file claims for Mail Innovation, DHL Global Mail, SurePost, Purolator, Canada Post Regular Parcel, USPS Media Mail, or USPS First Class Shipments unless additional shipping insurance is purchased. A credit will be applied on the next invoice for the amount the Carrier paid to PandaShip LLC. If the carrier denies the claim, the Merchant agrees that under no circumstances will PandaShip LLC be liable for more than $50.00 per shipment. Merchant agrees that PandaShip LLC will not be liable for lost or damaged orders.
  • Merchants can choose not to insure their inventory. In any event, PandaShip LLC and the Fulfillment Network will not be liable for any loss or damage to the inventory stored.
  • Merchant agrees that they do not violate any local, state, or federal law by selling, storing, and distributing Merchant products.
  • Insurance. PandaShip LLC does not insure against loss or damage to your goods, products, or inventory stored or warehoused by PandaShip LLC. You are responsible for obtaining insurance coverage for your goods, products, or inventory and the costs associated with such insurance. The decision to purchase insurance is yours alone. If you obtain insurance, you should advise your insurance broker or agent that PandaShip LLC load balances your goods, products, and inventory. Your inventory could be held at any of our PandaShip LLC warehouse locations. Please provide pertinent information to your broker or agent regarding PandaShip LLC’s operations and the potential location of your goods, products, or inventory to ensure appropriate and thorough coverage. In the event of a loss, PandaShip LLC is not responsible or liable if insurance coverage is not afforded for the goods, products, or inventory or if coverage is denied.

8. CBD Fulfillment

CBD-based products. Merchant certifies that they have reviewed and are in total compliance with all State and Federal regulations. Merchant further certifies that they have reviewed and complied with all USPS shipping obligations and regulations.

9. Lots and Expirations

If the Merchant adds the visible products’ lots, expiration dates, and/or numbers, then PandaShip LLC will treat the product as requiring lots and expiration tracking. PandaShip LLC is not responsible for relabeling or changing lots’ dates on products. It is at PandaShip LLC’s discretion to refuse and dispose of products that do not have appropriate expiration dates. Each product / SKU unit that requires tracking will incur a $0.05 USD shipping fee per unit shipped. At times PandaShip LLC will allow for Production Run documentation in lieu of expiration, but this must be approved in writing by PandaShip LLC. Tracking is not optional as per FDA regulations. PandaShip LLC will hold expired inventory up to 30 days. If PandaShip LLC does not receive communication from merchant about where to send the expired inventory, it will be disposed of at merchant’s expense.

10. Indemnification

You will defend PandaShip LLC and its affiliates, at Your expense, against any third party claim, suit, action, investigations, demands, or proceeding (each, an “Action”) brought against us or our parent or affiliates (or any of their respective officers, directors, employees, agents, service providers, or licensors) by a third party not affiliated with PandaShip LLC to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Services by You; (b) Your noncompliance with or breach of the Terms of Service or Fulfillment Service Agreement; (c) Your use of Third Party Services; or (d) the unauthorized use of the Services by any other person using Your User information. You will indemnify and hold PandaShip LLC and its affiliates harmless against any losses, damages, penalties, expenses, awards, judgments, settlements, costs (including reasonable attorneys’ fees and court and arbitration expenses) (collectively, “Losses”) arising out of any of the foregoing Actions.

We will defend You harmless, at PandaShip LLC’s expense, against any Action alleging the Services, when used in accordance with the Agreement, infringe any third party’s U.S. patent or U.S. copyright. We will indemnify and hold You harmless against any Losses arising out of the foregoing Actions. The foregoing obligations will not apply to the extent such infringement is due to (i) any change or modification to the Services not made by or on behalf of PandaShip LLC, (ii) Your or Your Users’ use of the Services in violation of this Agreement, or (iii) the combination of the Services with any materials not provided by PandaShip LLC. In the event that the Services are, or in PandaShip LLC’s opinion are likely to become, the subject of a claim of infringement as described above, PandaShip LLC may, at its sole option and expense: (a) procure for You the right to continue using the Services as provided under this Agreement; (b) replace or modify the Services so that they become non-infringing while providing substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate this Agreement upon written notice to You and refund to You any prepaid, unused fees for the remainder of the Term following the date of termination. THE FOREGOING SETS FORTH YOUR SOLE REMEDY, AND PANDASHIP LLC’S SOLE LIABILITY, WITH RESPECT TO ANY CLAIM THAT THE SERVICES INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

The party seeking indemnification under this Section will: (i) notify the indemnifying party in writing within thirty (30) days of our becoming aware of any such Action; (ii) give the indemnifying party sole control of the defense or settlement of such an Action; and (iii) provide the indemnifying party (at the indemnifying party’s expense) with any and all information and assistance reasonably requested by the indemnifying party to handle the defense or settlement of the Action. The indemnifying party shall not accept any settlement that (i) imposes an obligation on the indemnified party; (ii) requires the indemnified party to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on the indemnified party without the indemnified party’s prior written consent.

11. Termination

  • If the merchant chooses to terminate fulfillment with PandaShip LLC, the merchant must give 90 days’ notice. PandaShip LLC will use best efforts to palletize all on-hand merchant inventory within 90 days of notice — this is the removal period. PandaShip LLC has no obligation to palletize or aggregate on-hand merchant inventory during peak season (October 1 – January 31). The 90-day removal period will cease during that time. If notice is given on November 9th — the 90-day removal time clock will not start until February 1st. Merchants will be charged $65 per hour for all labor associated with removal, shipping, and forwarding costs.
  • Merchant may claim any inventory discrepancies up to 14 days (day of delivery is 0) from the time the removal order has been received at the end-destination. If no discrepancy is communicated, the packing slip will serve as the final inventory record.
  • PandaShip LLC reserves the right to terminate fulfillment services for merchants at any time. PandaShip LLC will charge $75 per hour for all labor associated with removal upon the termination of services.
  • PandaShip LLC reserves the right to stop receiving merchant inventory.
  • PandaShip LLC reserves the right to dispose of/donate inventory if Merchant’s account remains unpaid for thirty (30) days.
  • PandaShip LLC reserves the right only to start the removal process once the merchant’s outstanding debt has been paid and a valid credit card is on file.
  • PandaShip LLC reserves the right to remove the product if it violates our terms of service or any local or federal law.
  • The disposal fee is $1.10 per pound. This includes labor charges. Depending on the amount of inventory being disposed of, additional dumpster fees may apply if a dumpster needs to be ordered. If applicable, hazmat fees may apply in accordance with proper disposal protocol.
  • With regards to PandaShip LLC’s Privacy Policy, explicitly referencing the retention period, we reserve the right to keep payment information on hand for up to 90 days post-termination in the event of a chargeback or merchandise returns for shipping and transfer fees; this ensures we are aligned with our Posted Privacy Policy to help resolve any possible disputes.

12. Assignment

PandaShip LLC may at any time assign, transfer, sell or otherwise convey this Agreement, in whole or in part, and any of its rights, interests, or obligations hereunder, without the consent of the Merchant. The Merchant may not assign, transfer or otherwise convey this Agreement, in whole or in part, or any of its rights or obligations hereunder, whether voluntarily, by operation of law, or otherwise, without the prior written consent of PandaShip LLC, which may be granted or withheld in PandaShip LLC’s sole and absolute discretion.

13. Post-Termination Returns and RTS Shipments

  • Returned Shipments After Termination: Following termination or offboarding of a Customer’s account for any reason, PandaShip LLC may continue to receive returned or undeliverable shipments (“Post-Termination Returns”) that were originally fulfilled during the term of the Services. Post Termination begins on the day after PandaShip LLC processes Merchant’s last outbound shipment.
  • Limited Return Handling Period: PandaShip LLC shall have no obligation to process, forward, store, or otherwise handle Post-Termination Returns received more than thirty (30) days after the effective date of account termination, unless otherwise agreed in writing.
  • Notification Efforts: For Post-Termination Returns received within the applicable period, PandaShip LLC may, but is not obligated to, notify Merchant using the last contact information on file. PandaShip LLC shall have no obligation to locate updated contacts or make repeated outreach attempts.
  • Merchant Responsibility and Instructions: Merchant is solely responsible for providing return handling instructions prior to or upon account termination. Failure to provide timely instructions shall be deemed authorization for PandaShip LLC to handle such inventory in its discretion as provided below.
  • Abandoned Inventory: Any Post-Termination Returns for which PandaShip LLC does not receive timely instructions, payment, or which remain unclaimed after reasonable notice, may be deemed abandoned inventory. PandaShip LLC may, at its sole discretion, destroy, recycle, donate, or otherwise dispose of such inventory without liability to Merchant.
  • No Liability: PandaShip LLC shall have no responsibility or liability for the condition, value, or disposition of Post-Termination Returns, including any loss, damage, or depreciation, to the fullest extent permitted by law.
  • Fees: PandaShip LLC reserves the right to charge reasonable storage, handling, or disposal fees for Post-Termination Returns, which shall survive termination of the Services.

14. Partner Disclaimer; No Liability for Third-Party Conduct

  • Third-Party Partners: PandaShip LLC may make available certain products, fulfillment services, services, content, promotions, or opportunities offered by third-party partners, vendors, contractors, affiliates, or service providers (“Partners”). PandaShip LLC does not own, operate, manage, or control such Partners unless expressly stated in writing.
  • No Responsibility for Partner Performance or Conduct: PandaShip LLC is not responsible or liable for the performance, actions, omissions, errors, representations, warranties, negligence, misconduct, or any other acts or failures to act of any Partner. Any agreement, transaction, or engagement you enter into with a Partner is solely between you and the Partner.
  • No Agency or Endorsement: Nothing in these Terms shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between PandaShip LLC and any Partner. The inclusion, listing, promotion, or reference to a Partner does not constitute or imply endorsement, recommendation, warranty, or guarantee by PandaShip LLC.
  • Independent Contractor Status: All Partners operate as independent contractors and not as agents, representatives, or employees of PandaShip LLC. PandaShip LLC does not supervise, direct, or control the manner or method by which Partners perform their services.
  • Limitation of Liability for Third-Party Acts: To the fullest extent permitted by law, PandaShip LLC shall not be liable for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or related to:
    (a) any act or omission of a Partner;
    (b) any breach of contract, negligence, fraud, willful misconduct, or other wrongful conduct by a Partner;
    (c) any injury, loss, damage, or dispute resulting from your interaction with a Partner.
  • Assumption of Risk: You acknowledge and agree that your interactions with any Partner are at your own risk. PandaShip LLC disclaims all warranties, express or implied, relating to any Partner’s services, performance, or conduct.

15. Title and Lien

Except for PandaShip LLC’s general warehouse lien, PandaShip LLC shall not permit any other lien or other encumbrance to be placed against the Inventory by any creditor of PandaShip LLC while they are in PandaShip LLC’s possession and title to the Inventory shall remain with Customer. PandaShip LLC shall have a general warehouse lien against the Inventory and on the proceeds thereof for all charges for storage or transportation (including demurrage and terminal charges), insurance, labor, or charges present or future in relation to the Inventory, and for expenses necessary for the preservation of the Inventory or reasonably incurred in their sale pursuant to law. All outstanding charges must be paid in full before Customer terminates this Agreement and removes the Inventory from the Warehouse.

16. Schedule C — Section 321

IMPORTANT: Please review Section 321 restrictions. Note not all US-bound shipments are covered by Section 321. These include but are not limited to goods, regardless of value, needing inspection as a condition of release; merchandise subject to Anti-Dumping Duty (ADD) and/or Countervailing Duty (CVD).

Products that are regulated by the following Participating Government Agencies (PGAs):

  • Food and Drug Administration (FDA) with some exemptions
  • Food Safety Inspection Service (FSIS)
  • National Highway Transport and Safety Administration (NHTSA)
  • Consumer Product Safety Commission (CPSA)
  • U.S. Department of Agriculture (USDA)

Customs Clearance:

  • Merchant and/or the recipient of the goods shall be responsible for any customs duties, excise duties, and other costs payable on any goods as determined or required by any international customs authority.
  • Merchant shall provide any and all relevant information to Fulfillment Company required by any customs authorities in any jurisdiction and hereby authorizes Fulfillment Company to transmit such information to the requesting customs authority in accordance with the laws in force in the requesting jurisdiction.
  • Merchant waives any right to compensation, refunds, reimbursement, or credits for goods that customs or other governmental authorities rejected. Merchant agrees that rejected goods may be confiscated or destroyed without compensation, refunds, reimbursement, or credits.
  • Fulfillment Company is not liable for any rejection of goods, any other issue(s) that arises with respect to a customs authority, and/or any decision(s) by a customs authority, including but not limited to any duties, taxes, fees, costs or other liabilities.
  • Fulfillment Company is not responsible for any Duty Relief Programs or Duty Deferral.

Basic Carrier Limitations: Fulfillment Company will not carry any of the following on behalf of the Merchant:

  • Packages over $800.00 (USD) in value headed to the United States of America from Canada.
  • FDA products sent to the United States of America without FDA prior notice submission by Merchant.
  • Hazardous materials and/or banned substances.
  • Illegal goods or weapons.
  • Aerosol.
  • Products with trademark or labeling violations.
  • Products with false health claims.
  • Products that infringe on copyright or trademark protections.

The foregoing limitations list shall be subject to revision by the Fulfillment Company from time to time at its sole discretion. Merchant shall, at its own expense, indemnify, defend and hold Fulfillment Company, its respective directors, officers, employees, and agents, harmless from and against any third-party claims, causes of action, demands, obligations, lawsuits, liabilities, damages, fines, penalties, judgments, settlements, costs, expenses (including reasonable attorneys’ fees) or other third party losses of any kind (any of the foregoing hereinafter referred to as “losses”) insofar as such losses arise out of Merchant’s breach of any of the basic carrier limitations identified above.

17. Peak Season — Addendum

  • Peak Shipping: We do not guarantee Shipping Service Level Agreements during peak.
  • During Peak Season (October 1 – January 31), Shipment processing for Standard shipping can take up to 5 business days.
  • During Peak Season (October 1 – January 31), Shipment processing from Expedited Shipments shipping can take up to 3 business days.
  • PandaShip LLC is not responsible for any refunds, credits, upgrades, penalties, and/or direct or indirect damages for Standard or Expedited orders not fulfilled within our general shipping guidelines (also known as our SLA) as outlined above during Peak Season and non Peak Season.
  • Merchants must provide PandaShip LLC with accurate sales forecasts for Peak Season within 10%. PandaShip LLC is not responsible for exceeding the weekly Baseline Shipping Volume (BSV) if a forecast is not provided. PandaShip LLC will not issue credits or refunds for this matter.
  • Extra Large Orders. Orders containing more than 25 units are classified as Extra Large Orders and will be given an additional 5 days to pack. Therefore Shipment processing for Extra Large Standard shipping during Peak can take 5–10 business days.
  • Peak Returns: PandaShip LLC reserves the right not to process returns throughout Peak Season. Regular return processing will resume on February 1st the following year. Please note there will be delays while PandaShip LLC processes the peak season return backlog.
  • Receiving. There are no guarantees on receiving inventory during peak season or if items are in violation of our receiving guidelines.

Contact Information

Questions about the Terms of Service should be sent to us at support@pandaship.com.