Joyner Warehousing — Agreement
1. Acceptance of Terms
This Warehousing Agreement ("Agreement") constitutes a legally binding agreement between you ("Customer," "you," or "your") and Joyner Transportation & Logistic Services LLC, a Georgia limited liability company ("Joyner," "we," "us," or "our"), governing your use of Joyner's warehousing, storage, and fulfillment services ("Warehousing Services"). By tendering goods to Joyner for storage or fulfillment, or by executing a warehousing service order, you agree to be bound by this Agreement, the Joyner Master Terms & Conditions, the Inventory Liability Policy, the Storage Terms, and the Fulfillment & Returns Policy, all of which are incorporated herein by reference.
2. Services
Joyner Warehousing provides the following services, as selected by Customer in the applicable service order:
- Storage: Receipt, storage, and release of Customer inventory in Joyner's warehouse facility
- Pick & Pack fulfillment: Order picking, packing, and preparation for shipment of Customer inventory
- Shipping coordination: Arrangement of outbound carrier pickup for fulfilled orders
- Receiving: Receipt and check-in of inbound inventory shipments
- Inventory management: Cycle counting, inventory reporting, and SKU-level tracking through Joyner's warehouse management system (WMS)
- Returns processing: Receipt, inspection, and processing of returned goods, as described in the Fulfillment & Returns Policy
- Value-added services: Labeling, kitting, re-packaging, and other value-added services as agreed in a service order
3. Warehouse Receipt
Upon receipt of Customer inventory, Joyner will issue a warehouse receipt documenting the quantity and condition of goods received. The warehouse receipt is the controlling record of goods accepted into Joyner's custody. Customer is responsible for reviewing the warehouse receipt and notifying Joyner within five (5) business days of any discrepancy between the receipt and the actual goods tendered. Joyner is not responsible for shortages or discrepancies not reported within this period.
Joyner's warehouse receipt does not constitute a negotiable document of title unless expressly stated on the face of the receipt.
4. Customer Responsibilities
Customer agrees to:
- Provide accurate and complete inventory information, including SKU descriptions, quantities, weights, dimensions, and any special handling, storage, or hazmat requirements, prior to tendering goods to Joyner
- Ensure all goods tendered to Joyner comply with applicable federal, state, and local law, including labeling, packaging, and product safety requirements
- Not tender to Joyner any goods that are illegal, hazardous (without prior written authorization and appropriate disclosure), perishable (without prior written authorization and appropriate storage arrangements), or otherwise prohibited under this Agreement
- Provide advance shipping notifications (ASNs) for all inbound shipments in the format required by Joyner's WMS
- Maintain adequate property insurance covering Customer's inventory stored at Joyner's facility at its full replacement value
- Pay all storage, handling, fulfillment, and ancillary charges in accordance with the payment terms of this Agreement
5. Storage Conditions
Joyner stores Customer inventory in a general-purpose warehouse environment. Standard storage conditions include ambient temperature and humidity consistent with normal commercial warehouse operations. Temperature-controlled, climate-controlled, or refrigerated storage is available only where specifically agreed in a service order and subject to applicable surcharges. Joyner is not responsible for damage to goods caused by their sensitivity to normal warehouse temperature or humidity variations unless temperature-controlled storage has been specifically arranged and paid for.
6. Prohibited Goods
Customer must not tender the following goods to Joyner without prior written authorization:
- Hazardous materials as defined under 49 C.F.R. § 171.8 or applicable state law
- Controlled substances, cannabis, or cannabis-derived products (regardless of state law status)
- Firearms, ammunition, or explosive devices
- Perishable goods requiring refrigeration or freezing
- Live animals or plants
- Currency, negotiable instruments, or precious metals
- Counterfeit goods or goods infringing any intellectual property right
- Any goods whose storage is prohibited by applicable law
Joyner reserves the right to inspect tendered goods and to refuse or remove from storage any goods that violate this prohibition. Costs of removal, disposal, or remediation of prohibited goods are the Customer's responsibility.
7. Access to Inventory
Customer may access its inventory at Joyner's facility by appointment only, during normal business hours, with at least twenty-four (24) hours' advance notice. Customer must comply with all facility safety rules and sign-in procedures when visiting. Joyner reserves the right to deny or limit access to protect the security and operations of the facility and other customers' inventory. Customer's authorized representatives must present valid identification at the time of any facility visit.
8. Inventory Liability
Joyner's liability for loss of or damage to Customer inventory stored at its facility is governed by the Joyner Warehousing Inventory Liability Policy and is limited to a released value of $0.50 per pound per article unless a higher declared value is established in writing and Joyner agrees to accept the higher liability for an additional charge. Joyner strongly recommends that Customer maintain its own cargo and property insurance for stored inventory at full replacement value.
9. Fees & Payment
Customer agrees to pay all warehousing, storage, handling, fulfillment, and ancillary fees as set forth in the applicable service order or rate schedule. Standard payment terms are Net 30 from invoice date for approved accounts. Joyner issues invoices monthly for recurring storage charges and as services are rendered for fulfillment and handling charges. Late payments accrue interest at 1.5% per month. Joyner reserves the right to assert a warehouseman's lien on Customer's inventory for unpaid charges, as permitted under applicable law (U.C.C. Article 7 and applicable state warehouse lien statutes). All billing is subject to the Joyner Billing & Payment Policy.
10. Warehouseman's Lien
Joyner has a warehouseman's lien on all goods stored at its facility for all charges, expenses, and advances owed by Customer in connection with the Warehousing Services, consistent with U.C.C. § 7-209 and applicable state law. If Customer fails to pay outstanding charges within thirty (30) days of written notice of delinquency, Joyner may enforce its lien by selling Customer's stored goods at public or private sale, with proceeds applied first to Joyner's charges and expenses, and any surplus remitted to Customer.
11. Term & Termination
This Agreement is effective upon execution of the first service order and continues until terminated by either party upon thirty (30) days' written notice. Customer must remove all inventory from Joyner's facility within thirty (30) days of the termination effective date. Inventory not removed within this period may be subject to continued storage charges and, after sixty (60) days, may be disposed of by Joyner at Customer's expense, following written notice. Termination does not affect obligations for charges accrued prior to the termination effective date.
12. Indemnification
Customer agrees to indemnify, defend, and hold harmless Joyner and its affiliates, officers, employees, and agents from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) the nature, condition, or packaging of Customer's goods; (b) Customer's failure to disclose prohibited or hazardous goods; (c) Customer's breach of this Agreement; (d) third-party claims arising from Customer's products; or (e) Customer's violation of applicable law.
13. Dispute Resolution & Governing Law
All disputes arising out of or relating to this Agreement are subject to the Joyner Arbitration & Dispute Resolution Policy. This Agreement is governed by the laws of the State of Georgia, without regard to conflict-of-laws principles.
14. Changes to This Agreement
Joyner may update this Agreement at any time. Material changes will be communicated with at least thirty (30) days' advance notice. Continued use of Warehousing Services after changes take effect constitutes acceptance.
15. Contact
Warehousing inquiries: warehousing@myjoyner.com | Joyner Transportation & Logistic Services LLC | Atlanta, Georgia.