Dated: September 27, 2024
Multi-Channel Fulfillment (“MCF”) provides fulfillment and associated services for Your Products.
These MCF Service Terms are part of the Agreement, and, unless specifically provided otherwise, concern and apply only to your participation in MCF. Capitalized terms used in these MCF Service Terms but not defined below are defined in the Agreement. If you use MCF, you agree to comply with the Program Policy located here (and any successor or related site designated by us), as may be updated by us from time to time. You expressly agree that Amazon may engage its Affiliate(s) or a third party in order to complete one or more of the fulfillment and associated services outlined below.
A-1 Your Products. You must apply to register each product you offer that you wish to include in the MCF program. We may refuse registration in MCF of any product, including on the basis that it is an Excluded Product or that it violates the Program Policy. You may at any time withdraw registration of any of Your Products from MCF.
A-2 Product and Shipping Information. You will, in accordance with the Program Policy, provide accurate and complete information about Your Products registered in MCF, and will provide Fulfillment Requests for any Units fulfilled using MCF. You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.
A-3 Shipping to Amazon
A-3.1 Except as otherwise provided in Section A-3.4 and Section A-5, MCF is limited to Units that are shipped to and from fulfillment centers located within the United States, to be delivered to shoppers in the United States only. You will ship Units to us in accordance with the Program Policy. You will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance) and we will not pay any shipping costs. You are responsible for payment of all customs, duties, taxes, and other charges. In the case of any improperly packaged or labeled Unit, we may return the Unit to you at your expense (pursuant to Section A-7) or re-package or re-label the Unit and charge you an administrative fee.
A-3.2 You will not deliver to us any Unsuitable Units; we may reject any shipment of Your Products.
A-3.3 We may, at our option, allow you to ship Units at your expense (as described in Section A-9.2) to fulfillment centers using discounted shipping rates that we may make available to you for certain carriers. In such event, you will use the processes and supply the information that we require for you to obtain such discounted rates. You also must comply with standard operating procedures, weight and size restrictions, and other shipping requirements of the applicable carriers. If we provide you with the estimated shipping costs prior to shipment, you acknowledge and agree that actual shipping costs may vary from such estimates. In addition, if the weight of the Unit, as determined by the applicable carrier, differs from that submitted by you to us for purposes of determining the estimated shipping costs, then: (a) you may be charged more than the estimated shipping costs if the carrier determines that such Unit weighs more than as submitted by you; or (b) you may be charged the full amount of the estimated shipping costs even if the carrier determines the weight to be less than that submitted by you. You will not use carrier account information (e.g., carrier account number, amount of shipping rates, etc.) for any purpose, nor disclose such information to any third party, and you will protect such information as Amazon Confidential Information in accordance with Section 12.12 of the Agreement. As between you, us, and the applicable carrier, you will be the shipper of record, and we will make payment to the carrier with respect to the shipment of all Units using such discounted rates. Title and risk of loss for any Unit shipped using discounted rates provided by us under this Section A-3.3 will remain with you, and our provision of such shipping rates will not create any liability or responsibility for us with respect to any delay, damage, or loss incurred during shipment. You authorize the applicable carrier to provide us with all shipment tracking information.
A-3.4 If you ship Units from outside the United States to fulfillment centers, you will list yourself as the importer/consignee and nominate a customs broker. If Amazon is listed on any import documentation, Amazon reserves the right to refuse to accept the Units covered by the import documents and any costs assessed against or incurred by Amazon will be charged to you, deducted from amounts payable to you, or by other method at our election.
A-3.5 Title of any Unit remains with you unless otherwise provided in this Agreement. Risk of loss for the Units will not pass to Amazon until we accept the Units.
A-4 Storage
We will provide storage services as described in these MCF Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Units by identifying the number of Units stored in any fulfillment center. We will not be required to physically mark or segregate Units from other inventory units (e.g., products with the same Amazon standard identification number) owned by us, our Affiliates or third parties in the applicable fulfillment center(s). If we elect to commingle Units with such other inventory units, both parties agree that our records will be sufficient to identify which products are Units. We may move Units among facilities. If there is a loss of or damage to any Units while they are being stored, we will compensate you in accordance with the Agreement, and you will, at our request, provide us a valid tax invoice for the compensation paid to you. If we compensate you for a Unit, we will be entitled to dispose of the Unit pursuant to Section A-7. At all other times, you will be solely responsible for any loss of, or damage to, any Units. Our confirmed receipt of delivery does not: (a) indicate or imply that any Unit has been delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Your Product(s) specified by you for such shipment; or (c) waive, limit, or reduce any of our rights under the Agreement. We reserve the right to change scheduling restrictions and volume limitations on the delivery and storage of your inventory in fulfillment centers in accordance with Section 9 of the Agreement and you will comply with any of these restrictions or limitations.
A-5 Fulfillment
As part of our fulfillment services, we will ship Units from our inventory of Your Products to the shipping address submitted by you as part of a Fulfillment Request. We may ship Units separately that are included in a single Fulfillment Request. If you participate in our export fulfillment services, we will also ship Your Products that we determine to be eligible (each, a “Foreign-Eligible Product”) to Foreign Addresses within countries we determine to be eligible for foreign shipments, subject to the additional terms on foreign shipments in the Program Policy.
A-6 Customer Returns
A-6.1 You will be responsible for and will accept and process returns of, and provide refunds and adjustments for, any Units in accordance with the Agreement (including the MCF Service Terms).
A-6.2 We will receive and process returns of any Units that were shipped to addresses within the United States in accordance with the Agreement and these MCF Service Terms. Any Sellable Units that are properly returned will be placed back into the inventory of Your Products in the MCF Program. We may fulfill Fulfillment Requests with any returned Units. Except as provided in Section A-7, you will retake title of all Units that are returned by shoppers.
A-6.3 Subject to Section A-7, we will, at your direction, either return or dispose of any Unit that is returned to us by shoppers and that we determine is an Unsuitable Unit.
A-7 Returns to You and Disposal
A-7.1 You may, at any time, request that Units be returned to you or that we dispose of Units, at your expense.
A-7.2 We may with notice return Units to you, including upon termination of these MCF Service Terms. Returned Units will be sent to your designated shipping address. However, if (a) the designated shipping address we have for you is outdated or incorrect, (b) you have not provided or, upon our request, confirmed a designated shipping address in the United States, or (c) we cannot make arrangements for you to pay for the return shipment, then the Units will be deemed abandoned and we may elect to dispose of them as appropriate based on the inventory (e.g., by selling, donating, recycling, or destroying) and retain any proceeds we may receive from the disposal.
We may dispose of any Unsuitable Unit (and you will be deemed to have consented to our action) (a) immediately if we determine that (i) the Unit creates a safety, health, or liability risk to Amazon, our personnel, or any third party; (ii) you have engaged in fraudulent or illegal activity; or (iii) we have cause to terminate your use of Services with immediate effect pursuant to Section 3 of the Agreement and are exposed to liability towards a third party; (b) if you fail to direct us to return or dispose of any Unsuitable Unit within thirty (30) days after you notify us that the Unit has been recalled; or (c) if you fail to indicate your removal preference for any Unsuitable Unit. Such disposal may be in any manner we deem appropriate (e.g., by selling, donating, recycling, or destroying) and we may retain any proceeds received.
We will schedule removal of your Unsuitable Units, whether for return to you, liquidation or disposal on your behalf, at our earliest discretion (or as otherwise specified in the Program Policy). In addition, you will reimburse us for expenses we incur in connection with any Unsuitable Units.
A-7.3 You may, at any time, request that we dispose of Units. In this case, or if we compensate you for the Units pursuant to Section A-4, we may dispose of these Units as appropriate based on the inventory (e.g., by selling, recycling, donating, or destroying it) and retain any proceeds we may receive from the disposal. Title to each disposed Unit will transfer to us (or a third party we select such as a charity) at no cost, free and clear of any liens, claims, security interests or other encumbrances to the extent required to dispose of the Unit.
A-7.4 You will promptly notify us of any recalls or potential recalls, or safety alerts of any of Your Products and cooperate and assist us in connection with any recalls or safety alerts, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your Affiliates incur in connection with any recall or potential recall or safety alerts of any of Your Products (including the costs to return, store, repair, liquidate, or deliver to you or any vendor any of these products). Amazon does not assume any responsibility for implementing any recall, identifying the need for a recall or reporting potential product issues to any federal or state authority.
A-8 Customer Service
For Units we will have no customer service obligations toward shoppers other than to pass any inquiries to your attention at the contact you provide, and to make available a reasonable amount of information regarding the status of the fulfillment of Your Products if you request it and if and to the extent we possess the requested information. You will ensure that all of your policies and messaging to your customers regarding shipping of Your Products and other fulfillment-related matters, reflect our policies and requirements, including with regard to shipping methods, returns, and customer service; and, you will conspicuously display on your website(s), in emails or in other media or communications any specific disclosures, messaging, notices, and policies we require.
A-9 Compensation for Fulfillment Services
A-9.1 Handling and Storage Fees. You will pay us the applicable fees described in the fee schedule. You will be charged the Storage Fees beginning on the day (up to midnight) that the Unit arrives at a fulfillment center and is available for fulfillment by Amazon (or in the case of any Unsuitable Unit, the arrival day (up to midnight)), until the earlier of: (a) the day (up to midnight) we receive a Fulfillment Request for such product or a request from you to return or dispose of the Unit; or (b) the day (up to midnight) we actually ship the Unit to your designated return location or dispose of the Unit.
A-9.2 Shipping. If you ship Units to us using the shipping rates that we may make available pursuant to Section A-3.3, you will reimburse us for the actual amounts charged to us by the applicable carrier for such shipments.
A-9.3 Proceeds. We may as appropriate keep part of or all proceeds of any Units that we are entitled to dispose of pursuant to Section A-7 above, or to which title transfers, including returned, damaged, or abandoned Units. You will have no security interest, lien, or other claim to the proceeds that we receive in connection with the sale, fulfillment, and/or shipment of these Units.
A-10 Indemnity
In addition to your obligations under Section 6 of the Agreement, you also agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any Claim that arises from or relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Section A-4), including any personal injury, death, or property damage; (b) any of Your Taxes or the collection, payment, or failure to collect or pay Your Taxes; and, if applicable (c) any sales, use, value added, personal property, gross receipts, excise, franchise, business, or other taxes or fees, or any customs, duties, or similar assessments (including penalties, fines, or interest on any of the foregoing) imposed by any government or other taxing authority in connection with the shipment of Foreign Eligible Products to Foreign Addresses (collectively, “Foreign Shipment Taxes”).
A-11 Release
You, on behalf of yourself and any successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns, and any other person or entity claiming by, through, under, or in concert with them (collectively, the “Releasing Parties”), irrevocably acknowledge full and complete satisfaction of and unconditionally and irrevocably release and forever fully discharge Amazon and each of our Affiliates, and any and all of our and their predecessors, successors, and Affiliates, past and present, as well as each of our and their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under, or in concert with any of them (collectively, the “Released Parties”), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts, or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, “Losses”) which the Releasing Parties now own or hold or at any time have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to the shipment, export, or delivery of Your Products to Foreign Addresses, including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses, whether in tort, product liability, contract, warranty, or otherwise, against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for or use MCF, which the Releasing Parties are giving up by agreeing to these MCF Service Terms. It is your intention in agreeing to these MCF Service Terms that these MCF Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them. In addition to the foregoing, you acknowledge, on behalf of yourself and all other Releasing Parties that you are familiar with Section 1542 of the Civil Code of the State of California, as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
You, on behalf of yourself and all other Releasing Parties, expressly waive and relinquish any rights that you had or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the law of any other jurisdiction, to the full extent that you may lawfully waive all such rights pertaining to the subject matter of these MCF Service Terms.
A-12 Disclaimer
IN ADDITION TO THE DISCLAIMER IN SECTION 5 OF THE AGREEMENT, WE DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND YOU WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE OR OTHERWISE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.
A-13 Effect of Termination
Your termination rights are set forth in Section 3 of the Agreement. Following any termination of the Agreement or these MCF Service Terms, we will, as directed by you, return to you or dispose of the Units as provided in Section A-7. If you fail to direct us to return or dispose of the Units within fourteen (14) days (or as otherwise specified in the Program Policy) after termination, then we may elect to return and/or dispose of the Units in whole or in part, as provided in Section A-7, and you agree to such actions. Upon any termination of these MCF Service Terms, all rights and obligations of the parties under these MCF Service Terms will be extinguished, except that the rights and obligations of the parties under Sections A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-11, A-12, and A-13 with respect to Units received or stored by Amazon as of the date of termination will survive the termination.
A-14 Tax Matters
You understand and acknowledge that storing Units at fulfillment centers may create tax nexus for you in any country, state, province, or other localities in which your Units are stored, and you will be solely responsible for any taxes owed as a result of such storage. If any Foreign Shipment Taxes or Your Taxes are assessed against us as a result of performing services for you in connection with the MCF Program or otherwise pursuant to these MCF Service Terms, you will be responsible for such Foreign Shipment Taxes and Your Taxes and you will indemnify and hold Amazon harmless from such Foreign Shipment Taxes and Your Taxes as provided in Section A-10 of these MCF Service Terms.
A-15 Additional Representation
In addition to your representations and warranties in Section 5 of the Agreement, you represent and warrant to us that: (a) you have valid legal title to all Units and all necessary rights to distribute the Units and to perform under these MCF Service Terms; (b) you will deliver all Units to us in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition; (c) all Units and their packaging will comply with all applicable marking, labeling, and other requirements required by Law; (d) no Unit is or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor; (e) you and all of your subcontractors, agents, and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws of the United States, its territories, and all other countries where Units are produced or delivered, regarding the operation of their facilities and their business and labor practices, including working conditions, wages, hours, and minimum ages of workers; and (f) all Foreign-Eligible Products (i) can be lawfully exported from the United States without any license or other authorization; and (ii) can be lawfully imported into, and comply with all applicable Laws of, any eligible country.
Multi-Channel Fulfillment Definitions
“Excluded Product” means the items described on the applicable Restricted Product pages, in the Program Policy, or in any other information made available to you by Amazon.
“Foreign Address” means any mailing address that is not (i) within the fifty states of the United States or Puerto Rico, or (ii) an APO/FPO address.
“Fulfillment Request” means a request that you submit to us (in accordance with the standard methods for submission prescribed by us) to fulfill one or more Units.
“Sellable Unit” means a Unit that is not an Unsuitable Unit.
“Units” means a unit of Your Product that you deliver to Amazon in connection with the Services.
“Unsuitable Unit” means a Unit: (a) that is defective, damaged, unfit for a particular purpose, or lacking required label(s); (b) the labels for which were not properly registered with Amazon before shipment or do not match the product that was registered; (c) that is an Excluded Product or does not comply with the Agreement (including applicable Service Terms and Program Policy); (d) that Amazon determines is unsellable or unfulfillable; or (e) that Amazon determines is otherwise unsuitable.