SIF Terms and Policy

This Agreement is made effective as the__first__ day  from the service, and __ by and between SIF Services, LLC ("SIF"), a California USA Limited Liability Company, and  ("Client") who want to use SIF fulfillment services, and agreed below terms and Policy , in witness of the following facts. 

WHEREAS, Client represents that it is a manufacturer, distributor or other supplier (collectively referred to as "supplier") of products which Client holds out for sale to customers in the United States of America; and,

WHEREAS,  Client further represents that it desires that the products it holds out for sale be warehoused in a location within the United States for relatively prompt shipment to Clients' customers from time to time; and,

WHEREAS, SIF represents that it is a fulfillment services company, providing importing, warehousing, storage, delivery, and related services for suppliers such as Client, for a fee.

NOW, THEREFORE, in consideration for the mutual promises and covenants set forth herein and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. The following terms used in this Agreement shall have the definitions indicated:

a) "Term of this Agreement" means the period of time beginning with the effective date stated above and terminating when cancelled by Client or SIF pursuant to Section 6 below.

b) "Client Product" means the product that is supplied by Client which meets SIF Business Fulfillment Service's product requirements, and is "accepted" by SIF and stored in its warehouse.

c) "Customer" means any person or entity desiring to purchase a Client Product.  

d) "Import Services"means assistance with and facilitation of the importation of Client's Products and delivery of same to SIF's warehouse; including clearance from U.S. Customs based on Client's documentation, facilitation of Client's payment of U.S. Customs duties, container pick up and drayage, and delivery and unloading at SIF's warehouse.

e) "Import Fee"means all fees occurring during the import process; e.g., documentation, customs clearance fees, customs duties, storage charges, container pick up, drayage, delivery, unloading, etc.

f) "Fulfillment Cycle Services"means and includes SIF's receipt of Client's Product(s) following importation, and subsequent warehousing, storage, packaging and shipment of Product to Customers according to Client's instructions.  SIF shall endeavor to ship Products to Client's Customers within one business day following receipt of instructions from Client.

g) "Fulfillment Service Fees" means SIF's fees for Fulfillment Cycle Services.

2. In consideration for Client's agreement to compensate SIF pursuant to the terms of this Agreement, SIF hereby agrees to provide Client Import Services and Fulfillment Cycle Services.  Any additional services are subject to mutual written agreement as to the nature and extent of such services and additional charges for same.  

3. In consideration for SIF providing services pursuant to this Agreement, Client agrees to compensate SIF at the rates and in the amounts set forth on the quotation provide by SIF hereto entitled "SIF Service Rates", which SIF SERVICE RATE  is hereby incorporated into this Agreement.  Such rates and amounts shall be mutually agreed upon in writing by and between the parties, prior to delivery to SIF of any of Client's Products.  In addition to amounts set forth on the rate, Client shall pay SIF all costs and expenses incurred in connection with providing Import Services and Fulfillment Cycle Services.  The parties shall also agree upon an amount of funds that Client shall initially deposit with SIF upon execution of this Agreement and from which SIF shall be entitled to compensate itself pursuant to the terms hereof.  All amounts so deposited by Client may be applied by SIF against amounts due for Fulfillment Service Fees and/or in connection with Import Services, and/or other costs and expenses approved by Client.  Client shall add to amounts on deposit with SIF as described above from time to time as needed and reasonably requested by SIF.  SIF agrees to accept the following methods of payment for such deposits and other costs or fees due pursuant to this Agreement: PayPal (add 3% PayPal fee), Credit Card (add 3% credit card fee), Wire transfer (no processing fee), U.S. check (no processing fee).

4. All Import Fees, costs and expenses associated with receiving and clearing Client's Products from and through U.S. Customs and delivering such Products to SIF's warehouse shall be for Client's account.  Such costs shall include but not necessarily be limited to (a) all administrative fees, import duties, storage costs, and all other fees and costs imposed by U.S. Customs and Border Protection and/or other U.S. government agencies; (b) all costs and expenses necessarily incurred in connection with securing appropriate documentation, containers, and transportation of Products to SIF's facilities.  In addition, all costs and expenses necessarily incurred for packaging and consolidating Client's Products and shipping and delivering them to Customers shall be for Client's account.

5. Client shall be solely responsible for providing all documents and information required for SIF to receive Client's Products, clear such Products from U.S. Customs and provide Import Services as described above.  At SIF's request Client shall provide all documentation as is reasonably necessary to establish Client's rights to and ownership of all Client Products delivered to SIF pursuant to this Agreement; including but not limited to Bills of Lading and packing lists setting forth in detail Product descriptions, model numbers, quantities, etc.  Client shall create an inbound order in SIF's Internet web inventory system prior to shipping any Products to SIF.

6. Client warrants that it is lawfully possessed of all Products and has the right and authority to import and deliver same to SIF.  Client further warrants that it is the exclusive owner of all intellectual property rights applicable to all Products subject to this Agreement or will have lawfully obtained all necessary releases, permits, licenses, and/or other authorizations required in connection with the importation and sale of Products in the United States, and will not take any action in respect of said rights in derogation of SIF's rights under this Agreement.  Client specifically warrants and agrees to defend and indemnify SIF and hold SIF harmless from all costs, expenses, liabilities, and/or damages, including reasonable attorneys fees, arising out of or related to any claim by third parties alleging Client's Products or conduct violate or infringe upon such party's copyright, trademark, trade name, literary, artistic, musical, motion picture, or dramatic right, or any other intellectual property right, or any personal, private, or property right, or the right or rights of privacy of any person, firm or corporation.

7. Client shall defend and indemnify SIF and hold SIF's Officers, Directors, Shareholders members, and Principals harmless from and against any and all claims, liabilities, demands, actions, damages, losses, injuries, costs and expenses (including reasonable attorneys' fees) arising out of or related to the production, shipment, delivery, sale and/or use of Client's Products, other than those arising solely by reason of the acts or omissions of SIF.

arising from or related to the claims for injury to or death of any person or damage to or loss of any property allegedly caused by or resulting from the purchase or use of any of Clients Products.

8. To the extent SIF is prevented or delayed from performing any action contemplated by this Agreement within the time reasonably anticipated by virtue of war, fire, flood, strikes, or other labor disputes, shortages of materials, governmental regulations, acts of God or any other cause or causes beyond its control, it shall be excused from its obligations in such regard for such period, provided that performance shall be resumed as soon as practicable after such cause or causes shall have ceased to prevent such action.

9. Client shall ship its Products to SIF at the address shown below at Client's expense:


1800 S Archibald Ave.

Ontario, CA 91761 USA

10.  SIF agrees to treat confidential any and all information provided by Client and shall not disclose or permit to be disclosed any information to any person or entity except employees, officers, agents, and contractors with a need to know in the normal course of their work, or in accordance with state and federal laws and regulations.

11. Either party may terminate this Agreement at any time upon 30 days advanced written notice to the other party as at their addresses indicated below.  All amounts due SIF at time of termination shall be withdrawn from any of Clients amounts on deposit with SIF.  To the extent such funds on deposit are insufficient to pay such amounts owed to SIF, Client shall promptly remit the balance due.  All costs associated with return of Clients Products in SIF's possession shall be for Clients account.  Client will provide shipping instructions and necessary funds to effect shipment of all remaining Client Products in SIF's possession at time of termination.  In the event Client fails to provide such instructions and funds within ten (10) days after termination hereof, SIF may liquidate such of Client's Products as reasonably necessary to compensate SIF for all costs of shipping the balance thereof to Client's address set forth below, plus reasonable compensation to SIF for such effort.

12. Client shall respond promptly to inquiries from SIF during normal working hours, and shall endeavor to resolve disputes with Customers amicably.  In addition, SIF reserves the right to charge Client reasonable fees and recover all expenses incurred in connection with excessive Client inquiries.  Prior to imposing such fees and attempting to recover such costs, SIF shall notify Client of the details and nature of the problems and attempt to find mutually acceptable solutions.

13. Client represents that it will conform to and comply with all applicable laws, rules, regulations, customs, licensing requirements, and other standards set by applicable United States government agencies, including but not limited to the Federal Trade Commission.

14. SIF will exercise such care in respect of Client's Products as a reasonably careful person would exercise under like circumstances, and all Client's Products in SIF's warehouse shall be covered under SIF's insurance.  SIF shall not be liable for loss or injury to Client's Products which could not have been avoided by the exercise of such care.  If SIF inadvertently ships Products to the wrong location, SIF's liability shall be limited to paying the reasonable transport costs to return the Products to its warehouse.  Except as provided otherwise herein, SIF's total liability for costs, expenses, damages, and losses to Client's Products due to causes for which SIF is responsible pursuant to this paragraph shall be limited to Client's net purchase cost for such Products, provided, however, that such liability shall be limited to One Thousand Dollars ($1000) per occurrence.  Client agrees to and does hereby waive all right of subrogation by and on behalf of its insurers for damages exceeding the amounts stated above.  SIF shall not be responsible for any loss or damage caused by any third party.

15. In the event Client is in default of or fails to perform any provision of this Agreement, including payment of fees and costs due, and such default continues for a period of ninety (90) days, SIF may liquidate any inventory of Client's Products in SIF's possession, and apply all amounts received in such regard to amounts due from Client.

16. SIF claims, and Depositor grants, a lien on the goods  under California Commercial Code section 7209, and under any other provision of law, for all lawful charges owed to SIF for storage, preservation, transportation, demurrage, terminal charges, insurance, labor, preservation, money advanced, interest, labor, weighing, coopering, services, assembling, labeling, decorating, coloring, packaging, re-packaging, sorting, dismantling, building, or other work done with the goods, and other present or future charges and expenses in relation to such goods, and for the balance on any other accounts of Depositor that may be due, and for all costs reasonably incurred in the lien or foreclosure sale of the goods pursuant to law.

17.  SIF also claims a lien under maritime law, if applicable, the SIF bill of lading, if issued, and SIF invoice "Terms & Conditions of Service," for all such lawful charges.  

18.  Depositor agrees to pay, and grants SIF, in addition to any lien granted by law, a lien to secure SIF's reasonable attorneys fees, legal expenses, reasonable court costs, and reasonable related charges, arising out of SIF actions to collect Depositor's unpaid account balances, enforce SIF's liens, defend SIF if SIF is made a party to any litigation concerning the goods stored under this Contract, or prosecute any action in interpleader for the determination of ownership of the goods deposited with SIF.  

19.  SIF may, at its option, bring suit to collect delinquent charges from Depositor without first foreclosing its lien on the goods or any security interest it may have in the goods.  Depositor agrees such a procedure does not constitute a waiver of SIF's lien rights

20. This Agreement shall be deemed entered into in the State of California, USA, and shall be governed by and construed in accordance with the law of the State of California, without regard to its rules related to conflict of laws.  Any dispute arising out of this Agreement shall be submitted for resolution to courts of applicable jurisdiction located within the County of Riverside, State of California, and each party consents to the personal jurisdiction of such courts for such purpose.

21. This Agreement constitutes the entire understanding and agreement between the parties concerning the subject matter hereof.  Any modification or alteration of this Agreement must be in writing and signed by authorized representatives of both parties.