Joyner Warehousing — Terms & Conditions
Joyner Warehousing provides warehousing, storage, cross-docking, pick-and-pack, e-commerce order fulfillment, returns processing, and inventory management services ("Warehousing Services") for commercial customers ("Customer") pursuant to these Terms and any applicable Warehouse Services Agreement, rate schedule, or warehouse receipt. These Terms govern the storage and handling of Customer's goods ("Goods") at facilities operated by Joyner ("Facility" or "Facilities").
1. Acceptance of Terms
These Terms & Conditions ("Terms") constitute a legally binding agreement between you ("Customer," "User," "you," or "your") and Joyner Transportation & Logistic Services LLC, a Georgia limited liability company with its principal place of business in Atlanta, Georgia ("Joyner," "Company," "we," "us," or "our"), governing your access to and use of Joyner Warehousing (the "Service").
By accessing, registering for, booking, requesting, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any service-specific addenda referenced herein. If you do not agree to these Terms, you must not access or use the Service.
If you are using the Service on behalf of a business, organization, or other entity, you represent that you have authority to bind that entity, and "you" and "your" will refer to that entity.
2. Warehouse Receipts & Storage Terms
Upon receipt of Goods, Joyner will issue a warehouse receipt or inventory confirmation reflecting quantity, description, and condition of Goods as reasonably observable upon receipt (subject to Section 4, Inspection). These Terms, together with the applicable Warehouse Services Agreement, constitute the terms of storage between the parties and, to the extent applicable, the terms of any warehouse receipt issued, consistent with Article 7 of the Uniform Commercial Code as adopted in Georgia.
3. Storage Arrangement & Commingling
Warehousing Services may be provided on a dedicated basis (Customer's Goods stored in a space or zone not shared with other customers) or on a shared, multi-client basis (Customer's Goods stored alongside other customers' goods within the same Facility), as specified in the applicable Warehouse Services Agreement or rate schedule.
Where Goods are stored on a shared, multi-client basis, Joyner will use commercially reasonable practices (such as location coding, lot tracking, and physical or system-based segregation) to track and distinguish Customer's Goods from other customers' goods. Fungible or commingled storage of like-kind, non-uniquely-identified Goods (where industry practice and the Warehouse Services Agreement permit) will be handled in accordance with applicable warehouseman's law regarding commingled fungible goods, including Customer's right to receive goods of the same kind and quality in satisfaction of its account, consistent with UCC Article 7.
4. Inspection & Condition of Goods
Joyner's inspection of Goods upon receipt is limited to external, visible condition and piece/pallet count; Joyner does not inspect concealed contents unless specifically engaged to do so. Customer is responsible for ensuring Goods are properly packaged for storage and handling. Any discrepancy in count or visible condition will be noted on the receiving documentation and reported to Customer within a commercially reasonable time.
5. Fees & Payment
Storage, handling, and value-added service fees are set forth in the applicable rate schedule or Warehouse Services Agreement and are typically invoiced monthly in arrears, based on storage type (pallet, square footage, or unit-based), throughput, and any accessorial services performed (receiving, pick-and-pack, kitting, order fulfillment, returns processing). Invoices are due within thirty (30) days of receipt unless otherwise agreed. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
6. Warehouseman's Lien
Joyner shall have, and Customer hereby grants, a warehouseman's lien on Goods in Joyner's possession for all unpaid storage, handling, and other charges related to those Goods, to the extent permitted under applicable law (including Georgia's adoption of UCC Article 7). Joyner may withhold release of Goods until outstanding undisputed charges are paid in full, and may exercise lien enforcement remedies (including sale of Goods after required notice) as permitted by law for charges that remain unpaid after written demand.
7. Inventory Accuracy & Reporting
Joyner will maintain inventory records using commercially reasonable warehouse management practices and will make inventory reports available to Customer through the agreed reporting method (portal, EDI, or periodic report). Customer is responsible for promptly reviewing inventory reports and notifying Joyner in writing of any discrepancy within fifteen (15) days of the relevant report; discrepancies not timely reported are deemed accepted, without prejudice to claims for loss or damage timely made under Section 12 below.
8. E-Commerce Fulfillment & Order Processing
Where Joyner provides e-commerce order fulfillment services, Joyner will pick, pack, and ship individual customer orders on Customer's behalf in accordance with order data and shipping instructions transmitted by Customer or Customer's order management/e-commerce platform via an agreed integration method. Joyner's fulfillment accuracy is dependent on the accuracy and timeliness of order data transmitted by Customer; Joyner is not responsible for mis-shipments, delays, or incorrect orders resulting from inaccurate, incomplete, or untimely order data provided by Customer or Customer's platform.
Where Joyner provides returns processing services, Joyner will inspect, sort, and restock or dispose of returned Goods in accordance with the return handling instructions set forth in the applicable Warehouse Services Agreement. Absent specific instructions, Joyner will use commercially reasonable judgment regarding the apparent condition and resalability of returned Goods, and will report disposition to Customer through the agreed reporting method.
Joyner's liability for mis-picked, mis-shipped, or improperly processed individual e-commerce orders is subject to the same released-value liability framework set forth in Section 12 (Liability for Loss or Damage to Goods) below, calculated per affected order/shipment rather than per inbound shipment, unless a different per-order liability treatment is specified in the applicable Warehouse Services Agreement.
9. Temperature-Controlled & Cold Storage
Where Joyner provides temperature-controlled or cold storage services, Joyner will store Goods within the temperature range specified in the applicable Warehouse Services Agreement and will use commercially reasonable efforts to monitor and maintain that range, including temperature monitoring and alarm systems consistent with industry-standard cold chain practices.
Customer is responsible for: (a) accurately specifying the required temperature range and any special handling requirements (e.g., humidity control, light sensitivity) at the time Goods are tendered for storage; (b) ensuring Goods are properly pre-cooled, packaged, and suitable for the specified storage conditions prior to delivery to the Facility; and (c) promptly notifying Joyner of any product-specific shelf-life, spoilage sensitivity, or temperature-excursion risk thresholds that differ from standard industry practice for the relevant product category.
In the event of a temperature excursion outside the agreed range, Joyner will use commercially reasonable efforts to promptly notify Customer and to mitigate further exposure (e.g., relocating Goods, engaging backup refrigeration). Joyner's liability for spoilage, degradation, or loss of temperature-sensitive Goods resulting from a temperature excursion is subject to Section 12 below; given the time-sensitive and often-total-loss nature of spoilage claims, Customer is strongly encouraged to declare a higher value and/or maintain independent spoilage/cargo insurance for temperature-sensitive Goods, as the standard released-value rate in Section 12 is calculated by weight and may bear little relationship to the value of spoiled perishable inventory.
10. Hazardous, Regulated & Restricted Goods
Customer must disclose, prior to tender, any Goods that are hazardous materials, perishable/temperature-sensitive (addressed in Section 9), subject to FDA, USDA, or other regulatory oversight, or otherwise require special handling, licensing, or permits for storage. Joyner reserves the right to refuse storage of any Goods that, in its reasonable judgment, cannot be safely or lawfully stored at the relevant Facility, or to require additional handling fees, documentation, or insurance for such Goods as a condition of acceptance.
11. Liability for Loss or Damage to Goods
Joyner will exercise the standard of care required of a warehouseman under applicable law (reasonable care under the circumstances) with respect to Goods in its custody.
UNLESS A HIGHER VALUE IS DECLARED IN WRITING AND AN ADDITIONAL CHARGE IS PAID, JOYNER'S LIABILITY FOR LOSS OF OR DAMAGE TO GOODS WHILE IN ITS CUSTODY IS LIMITED TO $0.50 PER POUND PER ARTICLE, OR SUCH OTHER RELEASED-VALUE RATE AS IS SPECIFIED IN THE APPLICABLE WAREHOUSE SERVICES AGREEMENT, CONSISTENT WITH INDUSTRY-STANDARD RELEASED-RATE WAREHOUSING TERMS.
Customer may declare a higher value and obtain additional coverage at an additional charge, as set forth in the Warehouse Services Agreement. For commingled, fungible Goods stored on a shared basis under Section 3, this liability framework applies on a pro-rata basis to Customer's documented share of the commingled inventory.
Claims for loss or damage to Goods must be filed in writing within thirty (30) days after Customer knew or should have known of the loss or damage, and in no event later than the time limits specified in the applicable Warehouse Services Agreement or as required by law.
12. Insurance
Joyner maintains warehouse legal liability and general liability insurance applicable to its warehousing operations, including its temperature-controlled storage and fulfillment operations. Customer is strongly encouraged to maintain its own property/cargo insurance covering Goods while in storage, as Joyner's released-value liability under Section 11 may be substantially less than the full replacement value of Customer's Goods, particularly for high-value or perishable inventory.
13. Indemnification
You agree to indemnify, defend, and hold harmless Joyner, its parent, subsidiaries, affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) your violation of any law or third-party right; (c) Customer's Goods, including any defective, hazardous, mislabeled, improperly packaged Goods, or inaccurate order/shipping data provided for fulfillment; or (d) your negligent or willful misconduct in connection with the Service.
14. Data & Privacy
Joyner's collection, use, and disclosure of personal information in connection with the Service is governed by the Joyner Privacy Policy, available at myjoyner.com, which is incorporated into these Terms by reference. By using the Service, you consent to such collection and use.
15. Intellectual Property
All content, trademarks, logos, software, and materials associated with the Service, including the "Joyner" name and marks, are the property of Joyner Transportation & Logistic Services LLC or its licensors and are protected by intellectual property laws. Nothing in these Terms grants you any right, title, or interest in such property except a limited, non-exclusive, non-transferable, revocable license to use the Service for its intended purpose.
16. Term & Termination
These Terms remain in effect for as long as you use the Service. Joyner may suspend or terminate your access to the Service at any time, with or without cause or notice, including for breach of these Terms, non-payment, safety concerns, or suspected fraud. You may stop using the Service at any time. Provisions of these Terms that by their nature should survive termination (including limitation of liability, indemnification, dispute resolution, and intellectual property provisions) will survive.
17. Dispute Resolution; Binding Arbitration
17.1 Agreement to Arbitrate
You and Joyner agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved exclusively through final and binding arbitration, rather than in court, except that either party may bring an individual action in small claims court.
The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, where applicable, its Consumer Arbitration Rules), as then in effect. The arbitration will be conducted by a single arbitrator and will take place in Fulton County, Georgia, unless the parties agree otherwise or applicable law requires a different venue. Judgment on the arbitration award may be entered in any court having jurisdiction.
17.2 Class Action Waiver
YOU AND JOYNER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. If this class action waiver is found unenforceable as to a particular claim or dispute, that claim or dispute will be resolved in court, and the remainder of this arbitration agreement will remain in effect.
17.3 Opt-Out Right
You may opt out of this arbitration agreement by sending written notice to legal@myjoyner.com within thirty (30) days of first accepting these Terms. Your notice must include your name, account information, and a clear statement that you wish to opt out of arbitration. If you opt out, all disputes will be resolved in accordance with Section 18 (Governing Law) through the courts identified therein.
18. Governing Law
These Terms and any dispute arising out of or related to them or the Service shall be governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles, except to the extent governed by the Federal Arbitration Act with respect to the Dispute Resolution section above. To the extent any matter is not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fulton County, Georgia.
19. Force Majeure
Joyner shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, weather, traffic conditions, road closures, governmental action, labor disputes, civil unrest, pandemic, fuel shortages, equipment failure, or other events of force majeure.
20. General Provisions
20.1 Modifications
Joyner may revise these Terms from time to time. Material changes will be communicated via the Service, email, or posting an updated effective date. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.
20.2 Severability
If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
20.3 Waiver
No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.
20.4 Assignment
You may not assign or transfer these Terms or any rights hereunder without Joyner's prior written consent. Joyner may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.
20.5 Entire Agreement
These Terms, together with any referenced policies and service-specific addenda, constitute the entire agreement between you and Joyner regarding the Service and supersede all prior agreements and understandings.
20.6 Notices
Notices to Joyner should be sent to legal@myjoyner.com or to Joyner Transportation & Logistic Services LLC, Atlanta, Georgia. Joyner may provide notices to you via the contact information associated with your account.
20.7 Contact
Questions about these Terms may be directed to legal@myjoyner.com.