Terms & Conditions (B2B)

0. Definitions

• “Company”, “we”: Prep Center France.
• “Client”, “you”: the business customer ordering the Services.
• “Goods”: items sent to us for receiving, handling, prep, temporary storage or shipping.
• “Services”: receiving, inspection, prep & labeling, packing, temporary storage, shipping coordination, including FBM/FBA.
• “Platforms”: marketplaces/systems such as Amazon, eBay, Shopify, etc.

1. Scope & Acceptance

• These Terms apply to all Services performed by the Company.
• We operate strictly B2B (professionals).
• If these Terms conflict with ad-hoc orders/instructions, these Terms prevail unless agreed otherwise in writing.

2. Ordering & Instructions

• Before arrival, the Client provides a PO/ASN and written prep/packing instructions.
• Without instructions, inbound may be placed on hold.
• Changes/cancellations after check-in may incur handling fees.
• If instructions are missing/unclear/conflicting, we may request clarification or apply standard FBA/industry practices at the Client’s expense.

3. Turnaround (SLA)

Unless agreed otherwise in writing, timelines are best-effort (no firm guarantee). Peak seasons, compliance checks and carrier availability may affect turnaround.

4. Receiving, Count & Non-Conformities

• Reasonable visual inspection and carton-level count; unit-level counts on request (billable).
• Visible discrepancies documented (photos when relevant) and communicated.
• Claims must be raised within 5 business days of our receipt notice; otherwise inbound is deemed accepted.

5. Packaging & FBA/FBM Standards

• Client is responsible for eligibility and compliance with Platform/legal requirements (carton limits, barcodes, warnings, palletization, hazmat/batteries).
• Rework due to product nature or incorrect/incomplete instructions is billable.

6. Storage

• Storage is temporary. After 90 days from check-in: extra storage fees and/or removal request may apply.
• We may refuse/remove Goods causing safety/compliance risks or disproportionate capacity impact.

7. Abandoned Goods & Lien

• If invoices remain unpaid or Goods are not collected within 30 days of written notice, we may exercise a warehouse lien and withhold, sell or dispose of Goods to recover amounts due and costs.
• Return/disposal costs are borne by the Client.

8. Shipping & Risk Transfer

• Risk passes to the carrier when we hand over properly prepared and labeled shipments.
• Unless agreed otherwise, shipments follow standard terms (e.g., EXW our facility). Special requirements must be agreed in writing.

9. Insurance

We do not insure Goods. Client maintains adequate cover during storage and transit.

10. Pricing & Payments

All prices in EUR, excl. VAT.

• VAT applies as required by law.
• Monthly or per-task billing as agreed.
• Payments via approved processors.
• Non-payment may result in suspension of Services.

Services already performed (receiving, prep, labeling, shipping) are non-refundable. If a confirmed Company error occurs, we will correct it free of charge or issue a credit.

Additional/unforeseen work (re-palletization, special handling, customs paperwork) is charged at the communicated rates.

By creating an account/placing an order/ticking “I accept”, you confirm you have read and accepted the price list in the “Pricing” section.

We may update prices with 30 days’ prior notice (email and/or in your account). You may terminate during this period; continued use after the effective date constitutes acceptance.

11. Warranties & Compliance

• You warrant Goods are lawful, properly described, non-infringing and compliant with Platform requirements (FBA eligibility, batteries/hazmat where applicable).
• You remain solely responsible for Platform policies (including any unplanned services fees at Amazon).

12. Liability Limitation

Our liability is limited to the value of Services provided.

• No liability for taxes/customs/delays/refusals attributable to Amazon or authorities.
• For loss/damage in our custody due to theft/fire/flood/exceptional events, liability is limited to 30% of declared purchase value (supplier invoice), not retail price.
• Full product insurance remains the Client’s responsibility.
• Amazon acceptance at its sole discretion; policy-related refusals are not attributable to us.
• After hand-over to the carrier, transport risk lies with the carrier.
• Force majeure applies.
• Claims must be submitted within 14 days with reasonable evidence.

13. Force Majeure

No liability for events beyond reasonable control (natural disasters, strikes, outages, epidemics, war, governmental acts, Platform downtime, etc.).

14. Subcontractors

We may use vetted subcontractors for parts of the Services. We remain responsible for orchestration.

15. Confidentiality & IP

Non-public information (prices, processes, photos, account data) is confidential. Company materials, guides and processes remain our IP.

16. Data Protection

This Data Processing Addendum (DPA) is incorporated into the Terms. For Shopify customer data and other data received to perform the Services, the Client is the controller and the Company is the processor.

• Subject and duration: order intake, preparation, labeling, shipment, tracking, and support for the account term, followed by deletion or anonymization under the periods published in the Privacy Policy.
• Nature, purposes, and categories: viewing, storing, organizing, transmitting to a carrier, and deleting order/customer identifiers, name, shipping address, email, phone, items, quantities, weight, status, and tracking; data subjects are the merchant's customers and shipment recipients.
• The Company processes data only on the Client's documented instructions, binds authorized personnel to confidentiality, applies the published security controls, and informs the Client if an instruction appears unlawful.
• The Company assists the Client with data subject rights and Shopify privacy requests, notifies personal data breaches without undue delay, and supplies information reasonably required for an audit.
• The Client gives general authorization for subprocessors needed for cloud, email, and carrier services. The Company remains responsible for their obligations, applies appropriate transfer safeguards, and gives notice of material changes so the Client can submit a reasoned objection.
• At the end of the Services or on a valid instruction, the Company deletes or returns personal data unless a documented legal obligation requires retention.

17. Notices

Notices may be sent by email to the addresses in your account profile and are deemed received upon sending, unless a delivery failure is reported.

18. Governing Law & Jurisdiction

These Terms are governed by French law. French courts have jurisdiction.

19. Language & Precedence

If multiple language versions exist, the French version prevails in case of conflict.

20. Severability; Entire Agreement; Waivers

If any provision is invalid, the remainder remains effective. These Terms are the entire agreement for the Services. Failure to enforce is not a waiver.

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Updates

We may amend these Terms; the updated version takes effect 30 days after publication. Continued use constitutes acceptance.