Terms and Conditions

Last Updated October 1st, 2024

These terms and conditions shall apply to all agreements between the AGILE SUPPLY CHAIN LLC group companies set out in article 1 (hereinafter

referred to as “Eva Agile 3PL”) and a customer (hereinafter referred to as the “Customer”) for the sale and delivery of services from Eva Agile 3PL (hereinafter referred to as the “Services”). 

Article 1: Exclusive Application

The Customer acknowledges that all current and future sales and service agreements for the provision of Services shall be governed exclusively by these Terms and Conditions, to the exclusion of any other terms. Any terms and conditions proposed by the Customer, whether expressed in purchase orders or other documents, are hereby expressly rejected and shall not apply, unless explicitly agreed to in writing by Eva Agile 3PL. This exclusion also applies to any terms and conditions presented by commercial agents or representatives of the Customer.

Article 2: Contractual Subject-Matter

The subject matter of the contract includes the Agreement, the Offer from Eva Agile 3PL, and these Terms and Conditions. In the event of a conflict between these documents, the following order of precedence shall apply:

1. The terms of the Agreement
2. The terms of the Offer
3. These Terms and Conditions

Any additional verbal agreements or arrangements are only binding if confirmed in writing by Eva Agile 3PL. The Customer’s failure to return a countersigned copy of the Offer does not affect the enforceability of the terms outlined above or any subsequent obligations.

Article 3: Duration

These Terms and Conditions shall take effect on the date the Customer receives the Offer and shall remain in force for the entire duration of the Agreement, unless otherwise specified or terminated in accordance with the Agreement’s terms.

Article 4: Changes

During the agreement term, either party may request a modification to the Services (referred to as a “Change”), which may include updates to charges, temporary suspensions of obligations, or changes to a party’s business details. All such Changes must be made in writing. This process also applies to requests for additional services or extending the services to new territories, subject to the following procedure:

• The Customer shall submit a written request for the Change.
• Eva Agile 3PL will, within a reasonable timeframe, notify the Customer of the time required to assess the impact of the proposed Change on the Agreement.
• Eva Agile 3PL will then provide a written response to the Customer, indicating whether the Change is feasible and, if so, outlining any required adjustments to the charges or amendments to the Agreement.
• The Change shall not take effect unless both Parties agree in writing to the proposed Change. Upon such agreement, the Agreement shall be deemed amended as specified in Eva Agile 3PL’s written response.

The timeline for implementing any agreed Change shall be mutually determined by both parties before the Change is executed.

Notwithstanding the above, Eva Agile 3PL reserves the right to reassign warehouse locations, including stock relocation, within its network at its sole discretion. Eva Agile 3PL will notify the Customer in the event of any such relocation.

Article 5: Payment of Fees

The Customer agrees to pay Eva Agile 3PL the applicable fees outlined in the Order Form and Service Fees (the “Fees”), in accordance with the terms specified therein. If the Customer’s use of the Services exceeds the Service Capacity defined in the Service Fees or if additional fees are incurred as outlined in this Agreement, Eva Agile 3PL will bill the Customer for such overages. The Customer agrees to pay these additional fees within the payment terms specified in the invoice. All charges for storage or handling are per package, or other unit specified in or referenced on the “Service Fees” Sheet.

Eva Agile 3PL may choose to issue an invoice, in which case, full payment for invoices issued in any given month must be received by Eva Agile 3PL immediately after the invoice’s mailing date. Any unpaid amounts are subject to a finance charge of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower, plus all expenses of collection. Unpaid amounts may also result in immediate termination of Service. Any legal or other expenses incurred by Eva Agile 3PL in obtaining payment of outstanding fees and other dues will be charged to the Customer. The Customer is responsible for all taxes associated with the Services, excluding U.S. taxes based on Eva Agile 3PL’s net income.

To use the Service, the Customer must provide one or more Payment Methods. Payment Methods can be updated by emailing “customer@agile-3pl.com.” By providing updated Payment Methods, the Customer authorizes Eva Agile 3PL to continue charging the applicable Payment Method(s). The Customer also authorizes Eva Agile 3PL to charge any Payment Method associated with their account if the primary Payment Method is declined or otherwise unavailable for payment. The Customer remains responsible for any uncollected amounts. If payment is not successfully processed, due to expiration, insufficient funds, or other reasons, and the Customer does not cancel their account, Eva Agile 3PL may suspend access to the Service until a valid Payment Method is charged. The issuer of certain Payment Methods may charge fees related to the processing of payments; the Customer should check with their Payment Method provider for details.

All payments are nonrefundable, and no refunds or credits will be issued for partially used periods. However, following any cancellation, the Customer will retain access to the Service until the end of the current billing period.

Eva Agile 3PL reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or any subsequent renewal term, upon thirty (30) days’ prior notice to the Customer (which may be sent via email). If the Customer believes Eva Agile 3PL has billed them incorrectly, they must contact Eva Agile 3PL no later than sixty (60) days after the closing date on the first billing statement where the error appeared, to receive an adjustment or credit. Inquiries should be directed to Eva Agile 3PL’s customer support department.

Article 6: Charges adjustment

Eva Agile 3PL reserves the right to adjust the Charges during the Initial Term and/or any subsequent Term. Any such adjustment will be communicated to the Customer in writing with at least one (1) month’s notice. Adjustments to Charges may occur for reasons including, but not limited to, price changes by individual shipping service providers, increases in wages, or changes in labor agreements. Additionally, Eva Agile 3PL reserves the right to apply an inflation adjustment to all non-shipping-related costs on a quarterly basis, based on the Consumer Price Index (CPI) of the relevant country. In the event of any such Charge adjustments, the Customer is entitled to a special right of termination. The Customer may exercise this right within fourteen (14) days of receiving notice of the Charge increase. If the Customer does not terminate the agreement within this period, the adjustment to the Charges will be deemed accepted.

Article 7: Obligations of the Parties

Instructions. The Customer is required to provide Eva Agile 3PL with clear and precise instructions necessary for the fulfillment of the Services. Eva Agile 3PL is not obligated to verify the accuracy or completeness of documents provided by the Customer, such as commercial invoices or packing lists. The Customer agrees to supply Eva Agile 3PL with all relevant details regarding the Goods entrusted for Services, including but not limited to the composition, classification, value, packaging, quantity, packaging dimensions, type and height of pallets, weight, safety notices, and any storage or handling requirements. The Customer must promptly notify Eva Agile 3PL of any changes to these characteristics. In the event of incomplete, inaccurate, or delayed information, the Customer will bear full responsibility for any direct or indirect consequences and shall indemnify Eva Agile 3PL from any damages, expenses, costs, or fees incurred as a result.

Prohibited Goods. Unless a prior written agreement has been made, Eva Agile 3PL will not provide Services for the following types of Goods:

• Dangerous materials, including chemicals, explosives, inflammables, radioactive substances, infectious materials, and solid carbon dioxide (dry ice);
• Drugs, narcotics, and psychotropic substances;
• Weapons, including knives, daggers, and other sharp or pointed objects;
• Vegetable produce, live animals, parasites, or animal products;
• Goods bearing external obscene or immoral indications or drawings;
• Items prohibited by law for import, export, production, circulation, distribution, possession, or sale, or items that fail to meet labeling and information requirements, or that require mandatory USA-product registration and/or notification;
• Items whose shape, form, or packaging may pose a danger to persons, damage to other goods, Eva Agile 3PL’s equipment, or third-party property;
• Bearer securities, coins, banknotes, currency notes, jewelry (except costume jewelry with a value not exceeding USD 500), or other valuable objects;
• Batteries, unless prior written consent from Eva Agile 3PL is obtained;
• Temperature-sensitive goods.

Weight and Size. The Customer must provide Eva Agile 3PL with the weight and dimensions of the Goods. Eva Agile 3PL will weigh and measure each parcel. Eva Agile 3PL will not accept Goods exceeding 50 lbs in weight, 30 inches in length, or 90 inches in girth, unless prior written agreement is obtained. The weight and size used for billing will be the greater of either the volumetric dimensions or the actual weight of the parcel, depending on the service offered by Eva Agile 3PL. Eva Agile 3PL reserves the right to refuse Goods without liability if discrepancies between the declared and actual weight/size render transportation non-compliant with applicable regulations.

Delivery / Refusal by End Customer. If the End Customer refuses the Goods or is unavailable for any reason, all initial and additional expenses related to the Goods will be borne by the Customer.

Licenses and Customs Clearance. The Customer is responsible for obtaining and maintaining all necessary approvals, permits, authorizations, licenses, and clearances, including customs clearance, required for the export of Goods in accordance with applicable laws. These must be obtained in a timely manner and at the Customer’s expense throughout the term of this Agreement.

Article 8: Warehousing and inventory management

Any goods accepted by Eva Agile 3PL shall be referred to as ‘Goods’ under this Contract. The Customer agrees that all Goods shipped to and from Eva Agile 3PL will identify the Customer as the named consignee on the bill of lading or any other contracts of carriage, with the notation ‘in care of Eva Agile 3PL.’ Under no circumstances shall Eva Agile 3PL be identified as the consignee.

If Goods are shipped to Eva Agile 3PL as the named consignee on the bill of lading or other contracts of carriage in violation of this Contract, the Customer agrees to promptly notify the carrier in writing, with a copy of such notice provided to Eva Agile 3PL. The notice shall clarify that Eva Agile 3PL is the ‘in care of’ party only and holds no beneficial title or interest in the Goods.

Furthermore, Eva Agile 3PL reserves the right to refuse such Goods and will not be liable for any loss, mis-consignment, or damage of any nature related to those Goods. The parties agree that, irrespective of whether Eva Agile 3PL is incorrectly identified as the named consignee or the Customer fails to notify the carrier of this incorrect identification, under no circumstances shall Eva Agile 3PL be considered the consignee for purposes of identifying the ‘importer’ under 21 U.S.C. § 384a.

Additionally, the parties agree that even if Eva Agile 3PL is named as an ‘agent’ in relation to 21 U.S.C. § 350d, or receives any notification from the U.S. government regarding its status as an agent under that statute, Eva Agile 3PL shall not be deemed the agent for identifying the ‘importer.’ Consequently, Eva Agile 3PL shall not be responsible for complying with or performing any duties required of an ‘importer’ under 21 U.S.C. § 384a.

Whether Eva Agile 3PL accepts or refuses Goods shipped in violation of this section, the Customer agrees to indemnify and hold Eva Agile 3PL harmless from all claims for transportation, storage, handling, and other charges related to such Goods, including but not limited to undercharges, rail demurrage, truck/intermodal detention, and any fines, penalties, costs, expenses (including attorney’s fees), and any other charges of any nature arising from the Customer’s failure to comply with the requirements of Article 8.

All Goods must be delivered to Eva Agile 3PL in a segregated manner, properly marked and packaged for effective storage and handling. The Customer shall provide, at or prior to delivery, a manifest that details the marks, brands, or sizes of the Goods to be kept and accounted for separately, as well as the class of storage and any additional services requested. Eva Agile 3PL does not guarantee the condition of the Goods under any circumstances, including but not limited to hidden, concealed, or latent defects. Eva Agile 3PL shall not be responsible for concealed shortages, damage, inherent vice, or tampering.

Instructions to transfer Goods on the books of the Eva Agile 3PL are not effective until delivered to and accepted by Eva Agile 3PL, and all charges up to the time transfer are made are chargeable to the Customer. If a transfer involves re-handling the Goods, such will be subject to a charge. When Goods in storage are transferred from one party to another through the issuance of a new Eva Agile 3PL receipt, a new storage date is established on the date of transfer. The Eva Agile 3PL reserves the right to move, at its expense, 14 days after the notice is sent by email to the Customer, any Goods in storage from the Eva Agile 3PL warehouse in which they may be stored to any other of Eva Agile 3PL’s facilities. Eva Agile 3PL will store the Goods at the Facility and may without notice move the Goods within and between, any one or more of the Eva Agile 3PL buildings which comprise the warehouse identified on the front of this Contract. Eva Agile 3PL reserves the right to require advance payment of all past, present, and future charges prior to removal of the Goods from the Facility. 

The Eva Agile 3PL may, upon written notice of not less than 30 days to the Customer and any other person known by the Eva Agile 3PL to claim an interest in the Goods, require the removal of any Goods. Such notice shall be given to the last known place of business of the person to be notified. If Goods are not removed before the end of the notice period, the Eva Agile 3PL may sell them in accordance with applicable law. If Eva Agile 3PL in good faith believes that the Goods are about to deteriorate or decline in value to less than the amount of Eva Agile 3PL’s lien before the end of the 30-day notice period, the Eva Agile 3PL may specify in the notification any reasonable shorter time for removal of the Goods and if the Goods are not removed, may sell them at a public sale held one week after a single advertisement or posting as provided by law. If as a result of a quality or condition of the Goods of which the Eva Agile 3PL had no notice at the time of deposit the Goods are a hazard to other property or to the Eva Agile 3PL warehouse or to persons, the Eva Agile 3PL may: i) sell the Goods at public or private sale without advertisement on reasonable notification to all persons known to claim an interest in the Goods, ii) return Goods freight collect, or iii) dispose of Goods. Pending such disposition, sale or return of the Goods, the Eva Agile 3PL may remove the Goods from the Eva Agile 3PL warehouse and shall incur no liability by reason of such removal. g) If, after a reasonable effort, Eva Agile 3PL is unable to sell the Goods pursuant to this Section, Eva Agile 3PL may dispose of the Goods in any lawful manner and shall incur no liability by reason of such disposition. 

Scope of Handling: The handling service includes standard labor required for:

• Receiving Goods at the Eva Agile 3PL facility door.
• Placing the Goods into storage.
• Returning the Goods to the Eva Agile 3PL facility door.

Handling charges are due and payable upon receipt of the Goods.

Additional Handling Expenses: Any additional expenses incurred by Eva Agile 3PL in:

• Receiving and handling damaged Goods, or
• Unloading or loading Goods from vehicles not located at the Eva Agile 3PL facility door, will be charged to the Customer.

Charges for Loading Vehicles: All labor and materials used for loading rail cars, trucks, or other vehicles will be charged to the Customer.

Customer Indemnification: The Customer agrees to indemnify, defend, and hold Eva Agile 3PL harmless from any and all losses, costs, penalties, claims, and expenses (including reasonable attorney’s fees) arising from:

• Transportation, storage, handling, or other charges related to the Goods.
• Undercharges.
• Rail demurrage, truck/intermodal detention, and any other similar charges asserted by a third party.

Demurrage, Detention, and Delays: Eva Agile 3PL is not liable to the Customer for any:

• Rail demurrage or truck/intermodal detention.
• Delays in unloading inbound cars, trailers, or other containers.
• Delays in obtaining and loading outbound cars, trailers, or other containers for shipment.

However, Eva Agile 3PL may be held liable if it fails to exercise reasonable care, as determined by industry standards.

Requirement for Written Instructions: No Goods will be delivered or transferred unless Eva Agile 3PL receives complete written instructions from the Customer. Written instructions may include, but are not limited to, communication via email or similar electronic means. However, Eva Agile 3PL assumes no liability for any errors or issues arising from the information contained in such communications as received.

Authorization for Telephone or Electronic Instructions: Goods may also be delivered or transferred based on instructions provided by telephone or electronic means, but only if the Customer has given prior written authorization for such methods. Eva Agile 3PL will not be held liable for any loss, errors, or discrepancies resulting from reliance on instructions provided by these means.

Liability for Instruction Failures: Eva Agile 3PL will not be held responsible for any failure to execute the Customer’s instructions. If Goods remain in storage due to failure to carry out such instructions, they will continue to accrue regular storage charges.

Reasonable Time for Execution of Instructions: When the Customer orders Goods to be delivered or transferred, Eva Agile 3PL shall be given a reasonable amount of time to execute the instructions.

Charges for Non-Standard Services: Any labor provided by Eva Agile 3PL for services beyond ordinary handling and storage will be charged to the Customer. Charges will apply for these services in addition to standard storage and handling fees.

Charges for Special Supplies: If requested by the Customer, Eva Agile 3PL may provide special supplies such as dunnage, bracing, packing materials, or other packaging items. These will be billed to the Customer at a charge that includes both the cost of the materials and an additional service fee.

Notice of Undelivered Goods: If the Goods have not been delivered and there is known loss or damage, Eva Agile 3PL will notify the Customer by sending a letter via email. The time limitations for filing a written claim and pursuing legal action will begin from the date this notice is emailed by Eva Agile 3PL.

With respect to any claim arising from or related to this agreement, or otherwise arising from the relationship of the parties, in no event will Eva Agile 3PL be liable for special, indirect, exemplary, punitive, or consequential damages of any kind, including but not limited to lost profits, lost sales, or damages due to business interruption, regardless of whether such damages were foreseeable or Eva Agile 3PL had notice of the possibility of such damages.

If Eva Agile 3PL negligently mis-ships Goods, it will pay the reasonable transportation charges incurred to return the mis-shipped Goods to the Eva Agile 3PL warehouse. If the consignee fails to return the mis-shipped Goods, Eva Agile 3PL’s maximum liability will be limited to the value of the lost or damaged Goods as specified in this section. Eva Agile 3PL shall have no liability for any damages resulting from the consignee’s acceptance, use, or non-return of the Goods, whether the Goods belong to the Customer or another party. Eva Agile 3PL is not responsible for chargebacks of any kind related to the mis-shipment or any other issue arising from the consignee’s actions.All claims related to mis-shipments must be filed in compliance with the claim requirements set forth in this agreement.

In the event that a recall, field alert, product withdrawal, or field correction (collectively, “Recall”) is necessary concerning any Goods provided under this contract, the Customer must immediately notify Eva Agile 3PL in writing. Eva Agile 3PL will not initiate any Recall without the Customer’s prior written approval, unless required by applicable laws or regulations. If required by law, Eva Agile 3PL will take the necessary actions to initiate the Recall, but it will still notify the Customer as soon as possible. All costs associated with any Recall, including but not limited to transportation, disposal, and administrative costs, will be the responsibility of the Customer. The Customer agrees to indemnify, defend, and hold Eva Agile 3PL harmless from any and all losses, costs, penalties, and expenses (including reasonable attorneys’ fees) that Eva Agile 3PL incurs as a result of the Recall.

Force Majeure Events: Neither party shall be liable to the other for any failure or delay in performing any duty or obligation under this Contract, except for the Customer’s obligation to pay for services rendered by Eva Agile 3PL. Such failure or delay must be caused by events beyond the reasonable control of the affected party, including but not limited to:

• Acts of God (e.g., hurricanes, floods, tornadoes, earthquakes).
• Civil disturbances (e.g., public enemy, civil commotion, strikes, labor disputes, work stoppages).
• Utility failures (e.g., loss of power from the utility provider).
• Third-party acts (e.g., intentional or malicious acts, cyber-attacks, viruses, data corruption).
• Accidents or natural disasters (e.g., explosions, fires, sprinkler leakage, insect infestations, vermin).
• Legal or governmental interference (e.g., seizures, embargoes, import/export prohibitions, highway/railway/airway closures, government orders, regulations, or actions).
• Public health crises (e.g., plague, epidemics, pandemics, quarantines, or health-related restrictions).
• Any similar or dissimilar contingency beyond the reasonable control of the affected party.

Notice Requirement: If a party seeks to rely on this force majeure provision, it must promptly give written notice to the other party detailing the nature of the event and its consequences.

Ongoing Storage Charges: If, despite the force majeure event, Eva Agile 3PL is required to continue protecting the Goods, the Customer agrees to continue paying the associated storage or similar charges for the duration of the event.

Risk of Loss: All Goods are stored, handled, and transported at the Customer’s sole risk of loss, damage, or delay caused by any of the aforementioned events.

Customer’s Warranty of Ownership: The Customer represents and warrants that they lawfully possess the Goods and have full right and authority to store them with Eva Agile 3PL.

Indemnification by Customer: The Customer agrees to indemnify and hold harmless Eva Agile 3PL from any and all losses, costs, and expenses (including reasonable attorneys’ fees) that Eva Agile 3PL may incur as a result of disputes or litigation concerning the Customer’s right, title, or interest in the Goods. This indemnification obligation applies whether such disputes are initiated by Eva Agile 3PL or third parties.

Lien on Goods: Any such amounts (losses, costs, and expenses incurred by Eva Agile 3PL) shall be charged in relation to the Goods and will be subject to Eva Agile 3PL’s lien on the Goods.

Customer represents and warrants to Eva Agile 3PL that there are no known potential health, safety, and/or environmental hazards associated with the storage and handling of the Goods that have not been disclosed to and acknowledged by Eva Agile 3PL. Notwithstanding, Customer will provide Eva Agile 3PL with information concerning the Goods which is accurate, complete and sufficient to allow Eva Agile 3PL to comply with all laws and regulations concerning the storage, handling and transporting of the Goods. Customer will indemnify and hold Eva Agile 3PL harmless from all loss, cost, penalty, and expense (including reasonable attorneys’ fees) which Eva Agile 3PL pays or incurs as a result of Customer failing to fully discharge this obligation. 

The Parties shall keep in confidence and not disclose to any third party (i) the terms of this Contract, and (ii) any confidential or proprietary information (“Confidential Information”) that either learns about the other Party, such as, but not limited to, the rates, value, origin, destination, or consignee of any Goods or shipment made hereunder. The Parties may disclose such terms and information to the extent required by law, to obtain financing, to substitute service providers to the extent necessary to provide such substitute service, or to auditors retained for the purpose of assessing the accuracy of freight bills. b) Eva Agile 3PL will maintain and enforce safety and physical security procedures with respect to its possession and maintenance of Confidential Information that comport with the standard of care outlined in Section 11 of this Contract, and which provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure, removal or access of Confidential Information. Eva Agile 3PL will not be liable for any breach of security or unauthorized access affecting Confidential Information which could not be avoided by the exercise of such reasonable care. 

Severability: If any provision of this Contract, or the application of any provision to particular circumstances, is found to be void, invalid, or unenforceable by a court of competent jurisdiction, such finding shall not affect the validity of the remaining provisions. All other provisions of this Contract shall remain in full force and effect.

Non-Waiver: Eva Agile 3PL’s failure to enforce strict compliance with any provision of this Contract shall not be considered a waiver or estoppel of its right to later demand strict compliance with the same or any other provision(s). Any waiver must be explicitly made in writing to be effective.

Binding Effect: The provisions of this Contract shall be binding upon the heirs, executors, administrators, successors, and assigns of both the Customer and Eva Agile 3PL.

Entire Agreement and Modification: This Contract constitutes the entire agreement between the Customer and Eva Agile 3PL regarding the Goods tendered, superseding any prior agreements or understandings, whether oral or written. This Contract may not be modified, altered, or amended except by a written agreement signed by both parties (Eva Agile 3PL and the Customer).

Restriction on Assignment: The Customer shall not assign or transfer its rights or obligations under this Contract, including but not limited to the assignment of any monies due and payable, without the prior written consent of Eva Agile 3PL.

General Lien: Eva Agile 3PL shall have a lien on the Goods and upon the proceeds from the sale thereof to secure customer’s payment of all fees, charges and expenses hereunder in connection with the storage, transportation, preservation, and handling of the Goods as well as for like charges and expenses in relation to any other goods whenever deposited with Eva Agile 3PL by customer. Eva Agile 3PL may enforce this lien at any time, including by selling all or any part of the Goods in accordance with applicable law. This lien also extends to:

• Any lawful claims for money advanced, interest, insurance, transportation, labor, weighing, coopering, and other expenses or charges related to the Goods.
• Any balance owed to Eva Agile 3PL for other accounts or services provided by Eva Agile 3PL.

Lien for Other Goods: Eva Agile 3PL claims a general lien for all charges, advances, and expenses related to any other Goods stored by the Customer at any other facility owned or operated by Eva Agile 3PL. To protect its lien, Eva Agile 3PL reserves the right to require advance payment of all charges before the shipment of the Goods is released. Unless expressly agreed to in writing, Eva Agile 3PL will not subordinate its lien to any lender, financial institution, or any third party.

Commencement of Warehousing: Unless otherwise agreed in writing, the warehousing process begins once the Goods have entered Eva Agile 3PL’s Warehouse. The warehousing period ends when the Goods are handed over to the Carrier for delivery or transport.

Procedures for Stored Goods: The following procedures are agreed upon for the management and storage of each Good or group of Goods within the designated storage sites, based on the information provided by the Customer:
a) Storage Method: Specification of whether the Goods or groups of Goods are to be stored on pallets, shelves, or other designated storage methods.

1. b) Quantity Management: The quantities in which the Customer’s Goods are stored at the Warehouse, including any specific requirements related to batch, lot, or SKU identification.
2. c) Storage Characteristics: Detailed storage requirements of the Goods, particularly with regard to:

• Perishability or expiry dates;
• Fragility or susceptibility to damage;
• Sensitivity to temperature, humidity, or other environmental conditions.

1. d) Stock Threshold Notifications: Notification procedures whereby Eva Agile 3PL shall inform the Customer if the inventory level of a specific Good or Good group falls below a predefined threshold set by the Customer.
2. e) Pre-Picking of Goods: Any required pre-picking or preparation of Goods prior to final order fulfillment or shipment, including sorting or packaging as specified by the Customer. 
3. f) Additional Relevant Characteristics: Any further relevant characteristics related to the storage or handling of the Goods, particularly those specified in this Agreement or any related contractual documentation.

Unless explicitly stated otherwise in this Agreement, the storage conditions provided by Eva Agile 3PL are not temperature-controlled and consist of palletized or shelf space storage. The conditions are designed for fast-moving products. Eva Agile 3PL shall not be liable for any deterioration of Goods, including but not limited to expiry, resulting from prolonged storage.

Additional storage requirements, such as but not limited to dangerous goods storage, organic storage, temperature monitoring, or temperature control, are not included in the standard services. These services must be agreed upon separately, subject to availability, and will incur additional costs to be determined between the Parties.

Similarly, handling requirements such as batch number tracking, best-before-date tracking, or serial number tracking are not included by default. These services must also be agreed upon separately and will incur additional costs, as determined between the Parties.

Eva Agile 3PL undertakes to store the Goods in good, marketable condition. Eva Agile 3PL will maintain accurate and up-to-date records of the Goods, which will be accessible electronically via the Customer Dashboard. Upon the Customer’s request, Eva Agile 3PL will conduct an inventory of the Customer’s Goods, update any changes in stock, and communicate these updates to the Customer. Inventory counts requested by the Customer will be invoiced to the Customer.

Barcodes are required on all individual SKUs for accurate fulfillment operations. If barcodes are missing, Eva Agile 3PL may (i) either decline to accept the Goods or (ii) create and apply labels to the Goods at an additional cost to the Customer. This cost must be paid by the Customer to Eva Agile 3PL. Branding and packaging materials are excluded from this labeling requirement.

If the Customer uses packaging units, both individual units and packaging units must have barcodes, which must be distinct from each other.

Notification of Delivery: The Customer must notify Eva Agile 3PL of the delivery of new Goods at least five (5) Business Days in advance via the online interface provided by Eva Agile 3PL. Failure to provide timely or complete information may result in Eva Agile 3PL refusing to accept and store the Goods.

Delivery Standards: The Customer must deliver the Goods in accordance with Eva Agile 3PL’s delivery standards, including proper labeling. Goods that do not meet these requirements will be excluded from inbounding Service Level Agreements (SLAs), and any additional processing costs will be charged at the hourly rate specified in the offer.

Customs and Incoterms: The Customer is responsible for the correct customs declaration and customs clearance of Goods imported from abroad. Deliveries must be made under Incoterm DDP (Delivery Duty Paid). For deliveries not made under Incoterm DDP, and where customs charges are incurred by Eva Agile 3PL or the Warehouse, an additional administrative fee of 100 USD per Delivery will be charged to the Customer. This fee may be increased in the case of repeated non-DDP deliveries. Eva Agile 3PL reserves the right to refuse deliveries from Customers who repeatedly use incorrect Incoterms.

Inventory Accuracy: For Goods booked into Eva Agile 3PL’s WMS without physical counting, Eva Agile 3PL assumes no liability for the accuracy of the stock and any resulting stock deviations.

Inventory Accuracy Commitment: Eva Agile 3PL agrees to use its best endeavors to achieve an inventory accuracy of 98% for each Customer’s stored Goods over the calendar year.

Liability for Shrinkage and Breakage: Unless otherwise agreed, Eva Agile 3PL shall be liable for net deviations per Customer exceeding 2% of the following combined: (i) the original inventory, meaning the Goods present in the Warehouse, plus (ii) all incoming Goods, meaning the Goods scanned and marked as “accepted” by the Warehouse at the time of Delivery by the Customer (hereinafter referred to as the “Permissible Shrinkage and Breakage”).

The Permissible Shrinkage and Breakage is calculated based on volume (in pieces), representing the total of lost and damaged Goods, minus any extra inventory identified that exceeds the theoretical inventory. It is agreed that the Customer will not hold Eva Agile 3PL liable for any loss or breakage that does not exceed the Permissible Shrinkage and Breakage. Losses or damages exceeding this threshold shall be compensated by Eva Agile 3PL as outlined below.

To determine the compensation owed by Eva Agile 3PL for Goods lost or damaged beyond the Permissible Shrinkage and Breakage, the following process will apply:

1. The total cost of all lost or damaged Goods will be calculated.
2. This amount will be divided by the number of lost or damaged Goods to determine the average cost per lost or damaged item.
3. The number of Goods exceeding the Permissible Shrinkage and Breakage will then be multiplied by the average cost per item to determine the compensation amount.

Eva Agile 3PL will compensate the Customer for this amount (via credit note) once per Agreement year, within three (3) months following the anniversary of the Delivery Date. The credit note will be issued only after obtaining prior written approval from Eva Agile 3PL and will be deducted from the Customer’s next invoice.

The calculation of compensation will be based on the agreed value of the Goods as set forth in Article 15 of these Conditions.

Eva Agile 3PL shall not be liable for any compensation if the value of the Goods exceeds the amount calculated under this agreement, nor for any additional coverage unless explicitly agreed. For the avoidance of doubt, if loss or damage does not exceed the Permissible Shrinkage and Breakage threshold, no action will be taken, and no compensation will be provided, except in cases of gross negligence or willful misconduct by Eva Agile 3PL.

Right of Inspection: The Customer is entitled to inspect or arrange for an inspection of the storage areas, provided that a written request is made to Eva Agile 3PL no later than ten (10) Business Days before the requested inspection date. The Customer may exercise this right no more than twice per year. Any objections to the storage conditions or the specific storage space selected for the Goods must be raised immediately upon inspection. If the Customer does not exercise the right of inspection, the storage arrangements, including the type and location of the storage, will be deemed approved by the Customer.

Right to Refuse Goods: Eva Agile 3PL reserves the right, at its discretion, to refuse the acceptance and storage of Goods under the following circumstances, including but not limited to:

• If the Goods may cause damage of any kind to the logistics center or to other goods stored within it;
• If the Goods appear to have been unlawfully manufactured, acquired, or otherwise deemed unlawful for any reason;
• If incomplete or untimely information has been provided, in breach of the Agreement.

In the case of a justified refusal of acceptance and storage, Eva Agile 3PL shall not be liable for any damages that may result from such refusal.

Ownership of Goods: Notwithstanding any lien or right of retention provided in the Agreement, all Goods stored by Eva Agile 3PL remain the property of the Customer.

Returns of Goods: Returns must be directed to the original Warehouse from which the Order was dispatched. However, Eva Agile 3PL may, at its discretion, impose restrictions on the acceptance of returns, and the Customer will not have the right to contest these restrictions.
For Orders returned to a Warehouse that did not fulfill the original Order, the Customer will be charged additional fees. These fees include an administrative fee of 50 USD per Order, in addition to standard return costs, as well as any applicable picking, packing, shipping, and storage costs. These charges cover the identification of the Goods and their transfer to the original Warehouse.

Article 9: Offboarding

In the event of termination of the Agreement for any reason, any work related to the Offboarding of the Customer shall be paid by the Customer to Eva Agile 3PL as per the agreed hourly rate in the Offer. Additional costs incurred, including but not limited to material costs for packaging and transport securing of the Goods, disposal of Goods, booking of further transportation, shall be charged separately by Eva Agile 3PL to the Customer and to be paid by the Customer to Eva Agile 3PL.

Article 10: Subcontracting

The Parties agree that Eva Agile 3PL is entitled to provide the Services either directly or through Subcontractors of its choosing (such as Warehouse agents, Carriers, or couriers), including those located in various countries.

All communication regarding the Services shall take place exclusively between the Parties. Direct communication between the Customer and Eva Agile 3PL’s Subcontractors is not permitted or intended.

Article 11: Eva Agile 3PL’s responsibility

Principle: Eva Agile 3PL is liable for damage to Goods in accordance with statutory provisions, to the extent such damage occurs during its period of custody under the terms of the Agreement and is subject to the applicable Incoterm. However, notwithstanding the foregoing, the following provisions shall apply to the extent they do not conflict with mandatory regulations. In cases where Eva Agile 3PL is fault-based liable for losses or damage to the Goods during its period of custody (and subject to the applicable Incoterm), Eva Agile 3PL shall pay only the value of the Goods and reimburse the costs as outlined below, instead of providing full damage compensation.

Subrogation: If Eva Agile 3PL holds claims against a third party for damage to Goods for which it is not liable, or if Eva Agile 3PL holds claims exceeding the sum for which it is liable, Eva Agile 3PL shall subrogate such claims to the Customer upon request, unless a separate agreement exists for Eva Agile 3PL to pursue such claims on behalf of and at the expense of the Customer. Eva Agile 3PL shall not be liable to the Customer under the following circumstances:

• For natural wear and tear of the Goods, where applicable, due to the passage of time.
• For the deterioration, damage, loss, or destruction (total or partial) of Goods resulting from a Force Majeure Event, natural disasters, or any other event or circumstance beyond the control of the Parties.
• For damage that existed prior to the Goods being delivered to Eva Agile 3PL on the Delivery Date.

Article 12: Exclusions of liability

The liability exclusions and limitations outlined in the above articles do not apply if the damage has been caused by the intent, gross negligence, or willful misconduct of Eva Agile 3PL.

Article 13: Customer’s liability

The Customer is responsible for ensuring that its Goods comply with all applicable legal regulations, including but not limited to import sales taxes, customs requirements, intellectual property rights, and Goods protection (e.g., safety standards for children’s toys). In the event of non-compliance with these regulations, Eva Agile 3PL shall be exempt from any liability arising from such non-compliance.

The Customer’s liability for any damages resulting from non-compliance is limited to the actual value of the damage caused per Damage Event.

However, this limitation of liability does not apply in the case of personal injury, including harm to life, body, or health, if such damage was caused by the gross negligence or willful misconduct of the Customer or its agents. Additionally, in cases of the breach of material contractual obligations, the Customer’s liability is limited to foreseeable and typical damages.

Article 14: Notice of claim and time for suit

Unless notice of loss or damage to the Goods specifying or describing the exact nature of such loss or damage is given in writing to Eva Agile 3PL before or at the time of final reception of the Goods to the End Customer or, if the loss or damage is not apparent, within three (3) consecutive days after reception by the End Customer or the date at which the Goods should have been received by the End Customer, the Goods shall be deemed to have been delivered to the End Customer as described in the Agreement. In any event Eva Agile 3PL shall be discharged from all liability in respect of no reception, mis-reception, delay, loss or damage unless suit is brought within one (1) year (i) after reception, delivery of the Goods, or the date when the Goods should have been delivered to the End Customer, or (ii) after the date of occurrence of the loss or damage of the Goods, whichever is the earliest.

Article 15: Liability’s provisions

Basis of compensation. Without prejudice to any applicable limitation of liability in accordance with the provision set forth in article 11 of these Conditions, the basis of compensation shall be limited to the production or purchase value of the Goods so damaged or lost, whichever is applicable (excluding insurance, custom fees, taxes, freight and retail value). The value of the Goods shall be determined by reference to the commercial invoice or the custom declaration.

In no event will Eva Agile 3PL be liable for any indirect, punitive, exemplary, incidental, special, or consequential damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising under or relating to this Agreement. Where compensation is payable, Eva Agile 3PL is entitled to deduct therefrom any sum then due or which at any time thereafter may become due to Eva Agile 3PL by the Customer under the Agreement between the Parties. Eva Agile 3PL also reserves the right to settle any compensation payable to the Customer by way of a credit note.

Ad Valorem liability. For the purposes of Eva Agile 3PL’s liability under this Conditions, and in case the Customer wants to receive a higher compensation than that provided in the Agreement, it shall inform Eva Agile 3PL, get Eva Agile 3PL’s first written approval and separately declare the value of the Goods (by providing relevant commercial invoices) prior the Delivery Date, being understood that extra Charges shall be paid by the Customer to Eva Agile 3PL for this purpose. In such a case, the amount of the declared value shall be substituted for the limits laid down in the Agreement. Any partial loss or damage shall be adjusted pro rata on the basis of such declared value. In any event, the compensation shall not exceed the actual commercial value of the Goods.

Delay. Notwithstanding the agreed SLA between the Customer and Eva Agile 3PL, the Delivery, shipping or other transit times stated in the Offer or in the Agreement are based on information provided by Eva Agile 3PL and are not binding. Eva Agile 3PL does not undertake that the Goods shall arrive at the End Customer’s address at any particular time or to meet any particular market or use and Eva Agile 3PL shall in no circumstances whatsoever, and however arising be liable for direct, indirect or consequential loss or damage caused by delay. If notwithstanding the foregoing Eva Agile 3PL is held responsible for any delay related to its Services, it is hereby expressly agreed that Eva Agile 3PL‘s liability shall be limited to 10% of the value of the fulfillment costs paid under the Agreement for the delayed Goods, exclusive of shipping costs, local charges and/or demurrage.

Article 16: Suspension of Services

Eva Agile 3PL may suspend the Services at any time and without notice in the following situations:

• Any attack on the Eva Agile 3PL’s ICT System, notably via a virus, which may alter the capacity, the integrity and/ or the security of the Services; or
• Suspension or restricted access to the Services requested by a judicial or administrative authority. 

Eva Agile 3PL shall not be liable for any failure to provide the Services in accordance with the Service performance in the event of any suspension in accordance with this article.

Article 17: Force Majeure

Neither Party shall be responsible for delays or failure to perform any of its obligations herein (other than payment obligations) resulting from acts beyond the reasonable control of such Party. Such acts shall include, but shall not be limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, power failure, earthquakes or other disasters.

Where a Party is delayed or prevented from performing its obligations under the Agreement by a Force Majeure Event:

• The affected Party shall notify the other as soon as reasonably possible with details of the Force Majeure Event, its effect on the relevant obligations and its estimated duration;
• The affected Party shall use all reasonable endeavors to mitigate the effect of the Force Majeure Event upon the performance of its obligations under the Agreement; and
• The Parties will enter into discussions with a view to alleviating the effects of the Force Majeure Event and to agreeing such alternative arrangements as may be fair, reasonable and practicable.

If Eva Agile 3PL is prevented from, or delayed in, performing any of its obligations under the Agreement by a Force Majeure Event, the Customer may engage a third party to perform all of the relevant affected Services at Customer’s costs and expenses until Eva Agile 3PL has given the Customer reasonable notice in writing that it is able once again to perform in accordance with the Agreement.

If any Force Majeure Event prevents Eva Agile 3PL from fulfilling its obligations under the Agreement for a continuous period of more than thirty (30) Business Days, the Parties may terminate the Agreement in accordance with the provisions of the Agreement.

Article 18: Lien and right of retention

Eva Agile 3PL has the legal right to secure its claims for services by applying lien and retention rights. This means Eva Agile 3PL can hold the Goods and related documents until the Customer settles all charges, including service fees, expenses, and any unpaid amounts. Eva Agile 3PL also has the right to sell the Goods, either privately or through a public auction, to cover these costs.

If the Goods are not claimed within a reasonable time, or if Eva Agile 3PL believes the Goods may become damaged, decayed, or worthless, it can choose to sell, abandon, or dispose of the Goods at the Customer’s risk and expense, without any liability on Eva Agile 3PL’s part.

Even after exercising these rights, if the sale does not cover the full amount owed, Eva Agile 3PL can still claim the remaining balance from the Customer. However, the Customer may prevent this by providing an alternative security, such as a bank guarantee.

Article 19: Relief Event

Should Eva Agile 3PL suffer loss or incur extra expense or its obligations under the Agreement be increased by reason of any delay, variation, interruption or suspension of or to the Services arising from or relating to the following (hereinafter referred to as the “Relief Events”):

– Any act or omission of the Customer, its officers, directors, employees, agents or Subcontractors; or

– Any delay or failure by the Customer to comply with any of its obligations as set out in the Agreement; or 

Then, without prejudice to Eva Agile 3PL’s other rights and remedies:

• Eva Agile 3PL shall be granted an extension of time in respect of the performance of the Services to the extent that any Relief Event causes any delay and Eva Agile 3PL shall not be in default by reason of such delay; and
• Eva Agile 3PL shall be relieved of its obligation to perform the Services to the extent that any Relief Event necessarily prevents or hinders Eva Agile 3PL from performing the relevant Services and Eva Agile 3PL shall not be in default to the extent that it is so prevented or hindered from performing the Services; and
• The Customer shall indemnify and hold Eva Agile 3PL harmless from and against any loss, damage or liability which it may suffer as a result of the Customer failing to comply with its obligations under the Agreement.

Definition of Relief Events: For the purposes of this Agreement, “Relief Events” are defined as any delay, variation, interruption, or suspension of the Services resulting from or related to:

• Any act or omission by the Customer, its officers, directors, employees, agents, or subcontractors; or
• Any delay or failure by the Customer to meet its obligations under the Agreement. 

In the event of a Relief Event, and without limiting Eva Agile 3PL’s other rights and remedies, the following provisions shall apply:

Extension of Time: Eva Agile 3PL shall be entitled to an extension of time for the performance of the Services equivalent to the delay caused by the Relief Event. Eva Agile 3PL shall not be considered in default due to such delay.

Relief from Performance: Eva Agile 3PL shall be relieved from its obligation to perform the Services to the extent that a Relief Event prevents or hinders Eva Agile 3PL from performing those Services. Eva Agile 3PL shall not be considered in default to the extent it is prevented or hindered from performing due to the Relief Event.

Indemnification: The Customer shall indemnify and hold Eva Agile 3PL harmless from any loss, damage, or liability arising from the Customer’s failure to comply with its obligations under the Agreement.

Article 20: Confidentiality

Definition: The term “Confidential Information” includes any information transmitted in writing by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”). This encompasses all technical, industrial, commercial, or organizational knowledge related to the Disclosing Party, as well as all exchanges between the Parties.

Obligations of the Receiving Party: The Receiving Party agrees to:

• Receive, process, and maintain the Confidential Information in a confidential manner.
• Use the Confidential Information solely for the purpose of fulfilling the Agreement or for any cooperation between the Parties, and not for any other purpose.
• Limit disclosure of the Confidential Information to those employees or representatives who have a genuine need to know and who are subject to a confidentiality obligation regarding the Confidential Information.

The obligations imposed on the Receiving Party do not apply to Confidential Information or portions thereof disclosed by the Disclosing Party for which the Receiving Party can prove:

• it was in the public domain or publicly available at the time of its transmission to the Disclosing Party;
• that it subsequently entered the public domain or became publicly available for reasons other than an act or omission in violation of the Agreement attributable to the Receiving Party;
• they were already in the possession of the Receiving Party;
• that it was obtained in good faith and without undertaking as to confidentiality, from a third party who was authorized to transmit it;
• that it is or was developed independently by the Receiving Party without using the Confidential Information of the Disclosing Party.

These obligations also do not apply to Confidential Information that are required to be disclosed pursuant to a court order or governmental action, provided that the Receiving Party notifies the Disclosing Party in order to give the Disclosing Party an opportunity to seek a protective order.

Confidential Information shall remain the property of the Disclosing Party. Nothing in the Agreement shall be construed as granting the Receiving Party any license or right to the Confidential Information or any intellectual property rights of the Disclosing Party. The Confidential Information is provided as is. Further, the Receiving Party acknowledges that it is responsible for all conclusions it draws from the Confidential Information and that the Disclosing Party has no liability with respect to the Confidential Information and its use by the Receiving Party. The execution of the Agreement and the exchange of Confidential Information do not imply any obligation on the part of the Parties to enter into a collaboration agreement or any other agreement.

The Receiving Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages are not sufficient and that the Disclosing Party may be entitled, without waiving other available rights and remedies, to obtain interim or other similar relief from a court of competent jurisdiction. The Receiving Party shall then be liable according to the provisions of applicable law.

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Eva Agile 3PL includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to the Eva Agile 3PL to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i)to take reasonable precautions to protect such Proprietary Information, and (ii)not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three(3) years following the disclosure thereof or any information that the Receiving Party can document (a)is or becomes generally available to the public, or (b)was in its possession or known by it prior to receipt from the Disclosing Party, or (c)was rightfully disclosed to it without restriction by a third party, or (d)was independently developed without the use of 3any Proprietary Information of the Disclosing Party or (e)is required to be disclosed by law.

Customer shall own all right, title, and interest in and to the Customer Data. Eva Agile 3PL shall own and retain the all right title, and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, Eva Agile 3PL shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Eva Agile 3PL will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Eva Agile 3PL offerings, and (ii) disclose such data solely in aggregate or other de-identified forms in connection with its business. No rights or licenses are granted except as expressly set forth herein.

Article 21: Eva Agile 3PL’s WMS System

The Customer shall use its best efforts to ensure that Eva Agile 3PL’s WMS System is accessible as necessary to perform the Services and interface with the Customer’s own IT systems. This includes ensuring that the WMS System can receive and interpret any electronic information provided by the Customer and that it can make data available to the Customer according to the agreed interface specifications.

Eva Agile 3PL shall provide the Customer with reasonable notice of any changes, amendments, or new installations of software or computerized equipment related to Eva Agile 3PL’s WMS System, or any changes that affect the provision of the Services. This notice will allow the Customer to understand how these changes may impact the Services.

If Eva Agile 3PL provides the Customer with access to or use of Eva Agile 3PL’s WMS System in the course of providing Services, the Customer agrees to:

• Use the WMS System in compliance with the terms and conditions set out in the Agreement; and
• Follow Eva Agile 3PL’s reasonable instructions regarding the use of the WMS System, provided such instructions do not conflict with the Agreement’s terms.

The WMS System, including any software or equipment used, shall remain the property of Eva Agile 3PL and/or its subcontractors. Except as expressly provided in the Agreement, the Customer shall not acquire any right, title, or interest in the WMS System. Title or license to any software or equipment purchased by Eva Agile 3PL for the Customer shall not transfer to the Customer until Eva Agile 3PL has received full payment for the purchase.

Article 22: Intellectual property rights

All Background Intellectual Property Rights (IPRs) shall remain the sole property of the Party that owns them, whether Eva Agile 3PL or the Customer.

Intellectual Property Rights in the trademarks and brands of a Party (the “Owning Party”) shall not be used by the other Party without the Owning Party’s prior written consent. 

If consent is given, the use of the trademarks and brands must comply with the Owning Party’s brand guidelines or other reasonable written instructions provided by the Owning Party.

The Customer agrees to indemnify and hold Eva Agile 3PL harmless from any claims made by third parties alleging infringement of any copyright or other intellectual property rights arising from:

• The storage, processing, or use by Eva Agile 3PL of any software, data, or Confidential Information supplied by the Customer for use in connection with the Services;
• Any actions or supplies provided by the Customer;
• Anything used by Eva Agile 3PL at the request or with the consent of the Customer;
• The Customer’s failure to provide or procure necessary rights of use as required under the Agreement.

Article 23: Anti-corruption

The Parties agree to cooperate with each other’s reasonable requests for information and/or documentation to support or verify compliance with this clause.

Legal Compliance: Each Party agrees to fully comply with all applicable laws, regulations, orders, ordinances, resolutions, decrees, restrictive measures, and other requirements having the force of law in the United States of America, the European Union (or its member states), the United Nations, Switzerland, or the country of origin of the Goods, specifically related to anti-bribery and anti-money laundering (collectively referred to as the “Applicable Legislation”).

Anti-Bribery and Anti-Money Laundering Obligations: Each Party represents, warrants, and undertakes that it will not, directly or indirectly:

• Pay, offer, give, or promise to pay or authorize the payment of any money or other things of value to, or confer any financial advantage on:
• A government official or an officer or employee of any government or any department, agency, or instrumentality of any government;
• An officer or employee of a public international organization;
• Any person acting in an official capacity for or on behalf of any government or department, agency, or instrumentality of such government, or of any public international organization;
• Any political party or official thereof, or any candidate for political office;
• Any other person, individual, or entity at the suggestion, request, or direction of, or for the benefit of, any of the above-described persons and entities; or
• Engage in any acts or transactions that violate or are inconsistent with the Applicable Legislation, including but not limited to the U.S. Foreign Corrupt Practices Act and applicable legislation implementing (in whole or in part) the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions

Article 24: Term and Termination

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”) unless either party requests termination at least fifteen (15) days prior to the end of the then-current term.

Upon any termination, Eva Agile 3PL will make all Customer Data available to Customer for electronic retrieval for a period of fifteen (15) days, but thereafter Eva Agile 3PL may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

Article 25: Indemnity for Breach of Terms of Use

Customer agrees to indemnify and hold harmless Eva Agile 3PL, including its officers, directors, shareholders, predecessors, successors, employees, agents, subsidiaries, and affiliates (collectively referred to as “Indemnified Parties”), from and against any and all demands, losses, liabilities, claims, or expenses (including reasonable attorneys’ fees) incurred by the Indemnified Parties that arise from or relate to:

• Any third-party claims arising out of or in connection with the Customer’s use of the Service or Website.
• Any actions or omissions of the Customer that may lead to such claims or liabilities.

The Customer’s obligation to indemnify applies regardless of the cause of such claims or liabilities, including any allegations of negligence or misconduct.

Article 26: Indemnification

In connection with any indemnity provided under this Agreement concerning confidentiality, intellectual property rights, or similar matters, the party entitled to the indemnity (the “Indemnity Beneficiary”) agrees to the following:

• The Indemnity Beneficiary shall promptly notify the other party (the “Indemnifier”) upon receiving any notice, demand, letter, or document related to a claim for which indemnification might be sought under this Agreement.
• The Indemnity Beneficiary shall not make any admissions, settlements, or compromises regarding any such claim or action without the Indemnifier’s prior written consent. Such consent shall not be unreasonably withheld or delayed.
• The Indemnity Beneficiary shall allow the Indemnifier to have sole control over the defense of any claim or action related to the indemnity.
• The Indemnity Beneficiary shall make all reasonable efforts to mitigate any costs, losses, damages, expenses, claims, and demands covered by the indemnity.
• The Indemnity Beneficiary shall follow the reasonable instructions of the Indemnifier and provide any necessary assistance as requested by the Indemnifier in connection with the claim or action.

Article 27: Insurance

Eva Agile 3PL does not guarantee that the Warehouse or its contents will be protected from fire or other damage. Eva Agile 3PL is not required to have a security guard or sprinkler system, and the lack of these will not be considered negligence. Eva Agile 3PL does not provide insurance for the Customer’s Goods against fire or other risks.

The Customer is responsible for maintaining insurance coverage, at its own cost, to protect the full value of the Goods stored with Eva Agile 3PL against fire or other risks. The insurance must be with a reputable insurer.

If requested by Eva Agile 3PL, the Customer must provide a certificate of insurance showing the required coverage, with Eva Agile 3PL listed as an additional insured party. The Customer must notify Eva Agile 3PL at least five (5) days in advance if the insurance is canceled or changed. Unless prohibited by law, the Customer must also ensure that its insurer waives all rights of subrogation (seeking reimbursement) against Eva Agile 3PL and its insurers.

Article 28: Entire agreement

This Agreement and the Conditions represent the complete and exclusive agreement between the Customer and “Eva Agile 3PL.” They replace all prior proposals, agreements, or communications, whether oral or written, regarding the subject matter.

The Customer agrees they are not relying on any representations, warranties, statements, or opinions not included in this Agreement and the Conditions, except in cases of fraud. The Customer cannot seek remedies against “Eva Agile 3PL” based on anything not included in this Agreement, except for fraud. All implied warranties and terms are excluded to the fullest extent allowed by law. This clause does not limit or exclude liability for fraud. The Indemnifier will cover the reasonable costs incurred by the Indemnity Beneficiary in relation to any claims or actions under this article.

Article 29: Public communication

The Customer agrees that “Eva Agile 3PL” may use the Customer’s name and company logo as a reference. This includes mentioning the Customer in discussions with potential clients, including them in offers or on websites, and referencing them in press articles or presentations.

Both Parties agree that any posts, communications, or statements made on digital or social media by or on behalf of either Party must comply with all relevant laws, regulations, and the policies of each digital or social media platform.

Article 30: Assignment

“Eva Agile 3PL” can assign its rights and obligations under this Agreement to its affiliates, subsidiaries, and/or branches, with notice to the Customer. Additionally, 

“Eva Agile 3PL” can assign its right to receive payments to a third party and will notify the Customer of the third party’s identity.

Neither Party can assign the Agreement to someone else without the other Party’s written consent, which cannot be unreasonably withheld or delayed.

This Agreement and the Conditions will be binding on and benefit each Party’s personal representatives, assigns, and successors.

Article 31: Waiver

The waiver or modification by either Party of any term or condition of the Agreement and the Conditions shall not void, waive, or modify any other term or condition. The failure of either Party to insist, in any one or more instances, upon the performance of any terms of the Agreement and the Conditions shall not be construed as a waiver or relinquishment of that Party’s right to such performance or to future performance of such term.

Article 32: Warranties and Disclaimer

Each Party represents and warrants that: (i) it has all rights necessary to enter into and perform its obligations under the Agreement and that there are no other approvals, releases, permissions or authorizations required from any third party; (ii) the performance of its obligations under the Agreement, including with respect to the Services, any other content and materials provided by or on behalf of such Party and the permitted use thereof by the other Party, as set forth herein: (a) will comply with all applicable laws, rules and regulations (including, without limitation, all labor laws and union or association requirements); (b) will not violate, misappropriate or infringe upon the rights of any third party; and (c) will not give rise to any allegations of libel, slander or similar claims.

The Customer agrees to indemnify “Eva Agile 3PL” against any loss, damage, costs, claims, or expenses (including costs related to the deterioration and rectification of the Services) resulting from:

• Actions, negligence, or defaults by the Customer, its employees, agents, or representatives.
• Third-party contracts assigned or transferred to “Eva Agile 3PL,” for issues related to dates or periods before or after the assignment or transfer, except to the extent of the specific assignment or transfer.
• Legal proceedings in foreign jurisdictions where “Eva Agile 3PL” faces greater liabilities than it would under the applicable local law.
• Third-party claims alleging that “Eva Agile 3PL” has infringed on intellectual property rights due to the use of Customer assets, software, or Goods.
• Claims or demands arising before the Agreement was entered into that would have been the Customer’s responsibility even if the Agreement had not been made.

The Eva Agile 3PL shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Eva Agile 3PL or by third-party providers, or because of other causes beyond Eva Agile 3PL’s reasonable control, but Eva Agile 3PL shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Article 33: Relationship of the Parties

The Agreement does not create a joint venture, partnership, or similar relationship. The Parties will remain independent contractors at all times and will not represent themselves as agents of each other, except as specifically stated in the Agreement. 

The Website and Service may include links to third-party websites or resources. The Customer understands that the Company is not responsible for the availability, accuracy, content, or policies of these third-party sites. Links are provided for convenience and do not imply endorsement or affiliation with the Company. The Customer is solely responsible for any risks or issues that arise from using third-party websites or resources.

Article 34: Severability

If any provision of the Agreement or the Conditions is or becomes illegal, invalid or unenforceable, in any respect, it shall not affect or impair the legality, validity or enforceability of any other provision of the Agreement or the Conditions; and the Parties will use reasonable endeavors to negotiate in good faith with a view to replacing it with a valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the illegal, invalid or unenforceable provision but differing from the replaced provision as little as possible.

If any illegal, invalid or unenforceable provision would be legal, valid or enforceable if some part of it were deleted, such provision shall apply with the minimum modifications necessary to make it legal, valid or enforceable.

Article 35: Notices

Any notice or communication to be given under the terms of the Agreement is sufficiently served if it is personally delivered or sent by registered letter to the other Party at its address at the top of the Agreement or at any other address for notices which the other Party has notified to the sender in writing.

Every notice or communication shall be deemed to have been received at the time of delivery if delivered personally:

– five (5) Business Days later if sent by post to an address in a country different from the sender’s,

– two (2) Business Days later if sent by post to an address in the same country as the sender’s.

– on the next Business Day after being sent by email (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered.

If the deemed receipt under this article does not fall within normal working hours on a Business Day, receipt shall be deemed to be on the next Business Day.

Article 36: Costs

Unless otherwise expressly provided in the Agreement each Party shall bear its own costs and expenses incurred in relation to the negotiation, preparation and execution of the Agreement.

Article 37: Variation

The Customer shall not have the power to waive or vary any of the terms of these Conditions, unless such waiver or variation is in writing and is specifically authorized or ratified in writing by “Eva Agile 3PL”.

Notwithstanding the foregoing, it is agreed between the Parties that “Eva Agile 3PL” is entitled to change the content of articles of these Conditions at any time and without notice to the Customer.

Article 38: Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: 

(A)FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; 

(B)FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; 

(C)FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; 

OR(D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 3 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER ORNOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

Article 39: Governing law and disputes resolution

These Conditions shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from application.

In the event of a dispute between the Parties concerning the performance and/or interpretation of these Conditions, the Parties undertake to seek an amicable solution through direct negotiation and conciliation. If the Parties are unable to resolve the dispute through negotiation and conciliation within sixty (60) days after one Party has made a request for resolution to the other Party, then the Parties agree that the dispute shall be submitted to the exclusive jurisdiction of the courts located in Texas, United States. The Parties hereby irrevocably waive any right to contest such jurisdiction or to seek resolution of the dispute in any other jurisdiction.

Notwithstanding the foregoing, “Eva Agile 3PL” shall also have the option of bringing any claim or action before the court of the place where the defendant has its registered office.