Service Agreement

Version 2.4 · Effective per clause 3.1 · Issued by SECA Group LLC (“QuickShipment”), 950 Ridge Rd. STE D11, Claymont, DE 19703, USA

1. Parties

1.1 This Agreement is made between SECA Group LLC, a Delaware limited liability company trading as QuickShipment, of 950 Ridge Rd. STE D11, Claymont, DE 19703, USA (“QuickShipment”, “we”, “us”), and the company or individual providing their details in the form below (the “Client”, “you”).

1.2 You confirm that the details you provide are accurate and current, and that the person signing is authorised to enter into this Agreement on your behalf.

1.3 You will keep your contact details, including your email address, current. Notices sent to the most recent details you provided are effective (clause 19).

2. Services & Scope

2.1 We receive, log, store, carry out requested preparation work on, and ship your goods in line with your instructions.

2.2 Which services apply is determined by your requests together with our published service and price list as it stands at the time.

2.3 We may perform any part of the services through subcontractors or agents. We remain responsible to you for the services performed on our behalf to the extent set out in this Agreement.

2.4 We may decline to accept, prepare or ship any goods where doing so would in our reasonable judgement breach law, marketplace rules, carrier rules or this Agreement.

2.5 Storage location and ship-from address. Unless we notify you otherwise in writing, all goods we receive from you are held at, and all orders we despatch for you are shipped from, our warehouse at 950 Ridge Rd. STE D11, Claymont, Delaware 19703, United States. That address is the physical location of your inventory while it is in our possession and the location from which your orders ship. Where we use a subcontracted facility under clause 2.3 for particular goods, we will tell you the address of that facility.

3. When This Agreement Takes Effect

3.1 Your electronic signature constitutes an offer to contract on these terms. This Agreement takes effect on the earlier of (a) QuickShipment’s countersignature, or (b) the date we first receive your goods or begin providing services to you.

3.2 Once effective, this Agreement governs all goods of yours in our possession and all services we perform for you, including any received before the effective date.

3.3 A countersigned counterpart — an executed copy carrying both signatures, for presentation to marketplaces, banks, customs or other third parties — is issued on request against the document fee shown on the request page. The document fee is a charge for issuing that counterpart and is not a condition of this Agreement taking effect under clause 3.1.

3.4 A copy carrying your signature alone is marked accordingly and may not be presented as an executed agreement. We may review you and the details you have provided before countersigning, and may decline a request for a counterpart without giving reasons, refunding the document fee.

4. QuickShipment’s Responsibilities

4.1 We will receive, log, store and prepare your goods for despatch using the degree of care that a reasonably careful person would exercise in similar circumstances.

4.2 Receiving, preparation and despatch are carried out within reasonable timeframes on warehouse working days. Any timeframes stated on our website, in quotes or in correspondence are targets, not guarantees.

4.3 We will maintain records of goods received, held and despatched, and make them available to you through your account or on reasonable request.

4.4 We maintain reasonable physical security measures at our facility.

4.5 We will not deal with your goods otherwise than on your instruction, except as permitted by clause 17 (unpaid balances, lien and abandoned inventory) or by law.

4.6 We will notify you within a reasonable time if we identify a visible shortage or visible damage on receipt (clause 7).

4.7 Confirmation of storage and item location. On request we will issue a dated letter on our letterhead, signed by an authorised representative, confirming that we hold inventory belonging to you at the address in clause 2.5 and that your orders are despatched from it, for presentation to a marketplace, carrier, bank or customs authority. We issue such a letter only for goods we actually hold or are contracted to receive. Each marketplace sets its own verification requirements, so we cannot promise that any of them will accept it.

5. Client’s Responsibilities

5.1 You confirm that you own the goods you send us, or that you are otherwise entitled to deal with them, and that they are free of any undisclosed lien, charge or security interest.

5.2 You confirm that your goods comply with applicable law, with the rules of any marketplace you sell on, and with any product-specific regulation, licensing or permit requirement that applies.

5.3 You are the importer of record for all goods entering the United States unless we have agreed otherwise in writing. All import, customs, duty, tax and product-compliance obligations rest with you.

5.4 You will provide accurate, complete and timely product information, quantities, dimensions, weights, SKUs, and labeling and preparation instructions. Any delay, additional cost or consequence arising from information that is wrong, incomplete or late rests with you.

5.5 You will notify us of inbound shipments before they arrive — by email to the address we publish for this purpose (currently info@quickshipment.co) or through any account channel we make available — giving at least twenty-four (24) hours’ notice where practicable. The notice should identify the carrier, the tracking or reference number, the number of cartons or pallets, and the SKUs and quantities expected. Goods that arrive without notice and cannot be identified to your account may be held, refused or returned at your cost.

5.6 You will pay our fees in accordance with clause 9.

5.7 Marketplace item location and listings. Where you list goods that we hold for you, you will state the item location in your listings as the city, state and country of the facility the goods will actually ship from — for goods held under clause 2.5, that is Claymont, Delaware, United States — keep that information consistent throughout the listing, and ensure the tracking you upload matches it. Your listings, your marketplace account and your compliance with marketplace rules remain yours alone. You will not present any confirmation we issue as evidence of stock we do not hold, or in support of a listing whose stated location is not the location the goods ship from.

6. Product Compliance & Restricted Products

6.1 Our Restricted & Prohibited Products Policy, as published on our website, is incorporated into this Agreement by reference. You confirm that you have read it. The version in effect on the date you sign applies to you; later changes are notified and take effect in accordance with clause 21.2.

6.2 Without limiting that policy, you will not send us goods that are illegal, stolen, counterfeit or infringing; hazardous materials, explosives, flammable liquids or gases, corrosives or regulated chemicals; goods requiring a licence or permit that you have not disclosed to us; goods requiring a guaranteed temperature or humidity range (clause 8); or goods prohibited by a carrier or by the marketplace you sell on — in each case without our prior written approval.

6.3 You will disclose in advance any goods containing lithium batteries, aerosols, pressurised contents, or any item subject to dangerous-goods handling or transport rules.

6.4 If restricted or undisclosed goods reach our facility, we may refuse them, quarantine them, return them at your cost, or handle and dispose of them in accordance with applicable law. Where such goods present a hazard to other property, our facility or any person, we may act as permitted by 6 Del. C. § 7-206(c).

6.5 All fines, penalties, remediation, clean-up, evacuation, disposal and handling costs arising from goods sent in breach of this clause rest with you, and clause 14 (indemnification) applies to them.

7. Receiving & Inventory Records

7.1 On receipt we record the number of cartons or pallets received and check the outer packaging for visible damage. This is not an audit of contents.

7.2 Unless you have purchased a unit-level receiving count or an inspection service, we do not open, count or verify the contents of sealed cartons or manufacturer-sealed packages. Quantities recorded for such shipments are based on the counts and packing information you or your supplier provide.

7.3 Concealed shortage or damage — a shortage or damage not visible from the outer packaging — cannot be identified at receiving. Discovery of such a condition after receipt does not by itself establish when or how the condition arose. We are not responsible for concealed shortage or damage except to the extent directly caused by our own acts or omissions.

7.4 Product-level inspection, unit counts, photography and condition reports are separate services, available on request at the rates in our price list.

7.5 Our records are the primary record of goods held. If you believe they are wrong, clause 16 (claims and time limits) applies.

8. Storage Conditions

8.1 The warehouse operates at ambient temperature. There is no heating, cooling, humidity control or cold-chain storage.

8.2 You will not send goods that require a guaranteed temperature or humidity range. Any loss, deterioration or loss of value affecting such goods is your responsibility.

8.3 Goods may be stored on racking, on the floor, or in any reasonable configuration we determine, and may be relocated within the facility.

9. Fees & Payment

9.1 Fees follow our published price list as it stands at the time. The version in effect when a service is performed applies to that service. Prices may be updated on reasonable prior notice.

9.2 Invoices are due according to the payment terms stated on the applicable invoice. Payment is made by the methods we make available from time to time.

9.3 Carrier, postal, customs, duty and similar third-party charges are separate from our service fees and rest with you. Unusual handling, special projects and non-standard requests may be quoted separately.

9.4 If you dispute an invoice, you will notify us in writing within ten (10) business days of the invoice date, setting out the disputed items and the reason. Undisputed amounts remain due on their original terms.

9.5 Where an amount remains overdue for more than fifteen (15) days we may, on notice, suspend receiving, preparation, fulfilment, release or despatch of your inventory, in whole or in part. Storage and other applicable charges continue to accrue during any suspension, and release of goods may be conditioned on payment of the outstanding balance.

9.6 Overdue amounts may bear interest at the lower of 1.5% per month or the maximum rate permitted by applicable law. You will reimburse our reasonable costs of collection, including reasonable attorneys’ fees, to the extent permitted by law.

9.7 You may not set off any amount against sums due to us.

10. Shipping & Third-Party Carriers

10.1 We arrange transport through third-party carriers as your agent. Carriers are not our subcontractors for the purpose of clause 2.3, and their own terms and liability limits apply to the carriage.

10.2 Once goods have been tendered to a carrier, we are not responsible for loss, damage, delay, misdelivery or any other event occurring during transportation, except to the extent directly caused by our own acts or omissions.

10.3 We provide carrier tracking or proof of delivery on request. Once a carrier has accepted a shipment, we are not responsible for discrepancies, shortages, miscounts, damage findings or lost units arising after carrier acceptance — including those reported by an Amazon fulfilment centre, another marketplace, or a final recipient — except to the extent directly caused by our own acts or omissions before or at the time of tender to the carrier.

10.4 Claims against a carrier are yours to bring. We will provide the documentation reasonably needed to support such a claim.

11. Insurance & Declared Value

11.1 You are solely responsible for insuring your inventory for its full value, including while it is in storage at our facility and, where applicable, while in transit. We do not provide insurance for client goods and are under no obligation to arrange it.

11.2 Our liability for loss of or damage to goods is limited as set out in clause 15. In accordance with 6 Del. C. § 7-204(b), you may request in writing, at the time of signing this Agreement or within a reasonable time afterwards, that our liability be increased on part or all of your goods. No increased valuation applies unless we confirm it in writing before the goods concerned are received, and an increased rate applies from that confirmation, based on the declared valuation.

11.3 If you do not make such a request, the limits in clause 15 apply.

12. Title to Inventory; No Agency

12.1 Except as expressly provided by applicable law or a separate written agreement, you retain ownership of all inventory delivered to us. We do not purchase, resell or take title to your inventory. Our interest in it is limited to the lien and security interest described in clause 17.

12.2 We are a third-party logistics (3PL) service provider. We are not: the seller of record, seller or distributor of your products; the manufacturer; the importer of record (unless clause 5.3 is varied in writing); a party to your marketplace account or seller agreements; your sales agent; or responsible for your listings, pricing, advertising, account health or commercial results.

12.3 Nothing in this Agreement creates a partnership, joint venture, franchise, agency (other than the limited carrier-booking agency in clause 10.1) or employment relationship between us.

12.4 Warehousing, not dropshipping. This is a warehousing and fulfilment arrangement. We do not source, buy, sell or list products, and we do not despatch orders on your behalf out of any third party’s stock. We handle only goods that you own and that have been physically delivered into our warehouse before the order is despatched.

13. Confidentiality & Data

13.1 To provide the services we process information you give us, including company details, inventory and SKU data, order data, shipping and recipient addresses, and marketplace identifiers.

13.2 We use that information only to provide the services, to meet our legal obligations, and to operate and improve our own systems. We do not sell it, and we do not disclose it to third parties except to carriers, marketplaces, customs authorities and other parties to the extent the service requires, or where required by law.

13.3 Each party will keep the other’s non-public commercial information confidential and use it only for the purposes of this Agreement. This obligation continues for two (2) years after termination.

13.4 We may retain records of transactions and of this Agreement for as long as needed for legal, tax and audit purposes.

13.5 Our Privacy Policy applies to personal data and is incorporated by reference.

14. Indemnification

14.1 You will indemnify, defend and hold harmless QuickShipment and its members, officers, employees and agents from and against any third-party claim, demand, action, fine, penalty, damage, loss, cost and reasonable expense (including reasonable attorneys’ fees) arising from or relating to:

(a) your goods, including their condition, safety, labeling, packaging, compliance and intellectual property; (b) your instructions to us; (c) your breach of this Agreement or of any representation in it; (d) any unlawful act or regulatory violation on your part; (e) goods sent in breach of clause 6; or (f) any claim by a marketplace, customer, recipient or authority relating to your sales activity.

14.2 Clause 14.1 does not apply to the extent the claim is caused by our own acts or omissions.

14.3 We will notify you promptly of any claim to which this clause applies and will not settle it without your consent, not to be unreasonably withheld.

15. Limitation of Liability

16. Claims & Time Limits

16.1 As permitted by 6 Del. C. § 7-204(c), claims must be notified to us in writing within the following periods, failing which we are not liable for them:

(a) Receiving and shipment discrepancies — including quantity differences, visible damage and carrier discrepancies: within ten (10) business days of the goods being received at our facility or despatched from it, as applicable.

(b) All other claims — including concealed damage and condition claims: within thirty (30) days of the date you became aware, or should reasonably have become aware, of the relevant event.

16.2 A claim must identify the goods, the shipment or reference number, the nature of the loss and the amount claimed, and must be supported by the documentation we reasonably request.

16.3 No action arising out of this Agreement may be commenced more than one (1) year after the cause of action accrues, to the extent that period is enforceable.

16.4 You will allow us a reasonable opportunity to inspect goods that are the subject of a claim before they are altered, repackaged, disposed of or returned.

17. Unpaid Balances, Warehouse Lien & Abandoned Inventory

18. Term & Termination

18.1 This Agreement continues from its effective date until terminated.

18.2 Either party may terminate without cause on thirty (30) days’ written notice.

18.3 We may suspend services immediately, and terminate on written notice, if you breach clause 6, if an amount remains overdue beyond the period in clause 9.5, or if we reasonably believe your goods or activity expose us to legal or regulatory risk.

18.4 On termination you will settle all outstanding amounts and remove your goods from the facility within thirty (30) days. Storage and handling charges continue to accrue until the goods are removed. Outbound handling, palletisation and transport of removed goods are chargeable at our standard rates.

18.5 Goods not removed within that period are treated as abandoned and clause 17 applies.

18.6 Clauses 12 to 17, 19 and 21 survive termination.

19. Notices

19.1 Notices under this Agreement may be given by email to the most recent email address each party has provided to the other, or by any other commercially reasonable written method, including courier or recorded mail to the address stated in this Agreement.

19.2 Email notice is deemed received on the next business day after sending, unless the sender receives a delivery failure notification.

19.3 Notices to us should be sent to info@quickshipment.co and to the address in clause 1.1.

19.4 It is your responsibility to keep your notice address current and to monitor it. A notice is effective even if you do not read it.

20. Force Majeure

20.1 We are not liable for any delay in, or failure of, performance caused by an event beyond our reasonable control. These include natural disaster, severe weather, fire, flood, epidemic or pandemic, war, civil unrest, terrorism, strike or labour dispute, labour shortage, acts of public authorities, embargo or sanctions, power, internet or telecommunications failure, cyber incident or malicious attack on our systems or those of our providers, restrictions on access to our facility, supply-chain or port disruption, carrier disruption, and marketplace policy or system changes.

20.2 This clause does not excuse a failure caused by our own negligence, and does not relieve you of the obligation to pay amounts already due.

20.3 If such an event continues for more than sixty (60) days, either party may terminate on written notice.

21. General Terms

21.1 Entire agreement. This Agreement, together with the policies expressly incorporated by reference — the Restricted & Prohibited Products Policy, the published price list and the Privacy Policy, in each case in the version in effect at the relevant time — is the entire agreement between the parties on its subject matter and supersedes all prior discussions. Where any other document of ours conflicts with this Agreement, this Agreement prevails.

21.2 Amendments. Changes to pricing, operational policies and other non-material terms may be made on reasonable notice. Material changes to this Agreement — including to liability, indemnification or the lien provisions — take effect only on reasonable written notice and apply prospectively; if you do not accept them you may terminate under clause 18.2 before they take effect.

21.3 Assignment. You may not assign this Agreement without our written consent. We may assign it to an affiliate or in connection with a transfer of our business.

21.4 Severability. If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary or severed, and the remaining provisions continue in full effect.

21.5 No waiver. A failure or delay in exercising a right is not a waiver of it.

21.6 Governing law and venue. This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, and each party submits to that jurisdiction.

21.7 Electronic signature. The parties agree that electronic acceptance and signature reflect their clear intent and have the same effect as a handwritten signature. Records of the signature, including date, time and technical data, form part of the agreement record.

21.8 Language. This Agreement is executed in English. Any translation is provided for convenience only; in the event of any difference, the English text prevails.

21.9 Counterparts. This Agreement may be executed in counterparts, each of which is an original and which together form one agreement.

22. Details & Signature

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