General Warehouse Agreement

This General Warehouse Agreement ("Agreement") is entered into between Kanson Group Inc. ("Warehouse" or "KGI") and the client engaging its services ("Client"). By utilizing Kanson Group's warehousing and logistics services, the Client agrees to the terms outlined below. This Agreement governs the storage, handling, inbound/outbound processing, and all related logistics activities performed by KGI on behalf of the Client.

Kanson Group Responsibilities

What we commit to as your 3PL partner

Inbound Inspection & Receipt Receive, inspect, and count all inbound shipments. Document and report any visible damage or discrepancies upon arrival.

Inventory Tracking & Accuracy Maintain accurate, up-to-date inventory records by SKU. Provide inventory reports upon request.

Secure Storage Store Client goods in a secured, clean, and organized warehouse environment with monitored access control.

Timely Order Fulfillment Process and ship outbound orders within agreed service timelines. Coordinate with designated carriers for pickup and delivery.

Return Processing Receive and process returned goods accurately, including inspection, reweighing, and SKU-based sorting as instructed by the Client.

Discrepancy Notification Promptly notify the Client of any shortages, overages, damages, or irregularities identified during receiving or fulfillment.

Reasonable Care of Goods Handle all Client goods with reasonable care using industry-standard practices for storage, packing, and logistics operations.

Regulatory Compliance Operate in compliance with applicable federal, state, and local laws and regulations pertaining to warehousing and logistics.

Client Responsibilities

What we require from our clients

Accurate Product Information Provide complete and correct product data including SKUs, descriptions, dimensions, weights, and barcodes prior to inbound shipments.

Proper Packaging & Labeling Ensure all inbound goods are properly packaged, labeled, and compliant with KGI's intake guidelines before shipment to the warehouse.

Advance Shipment Notifications (ASN) Submit an ASN or inbound shipment notice before goods arrive at the warehouse to allow proper preparation and scheduling.

Timely Payment Pay all invoices within the agreed payment terms. KGI reserves the right to hold outbound shipments for accounts with overdue balances.

Cargo Insurance Maintain adequate cargo or product liability insurance for all goods stored at KGI's facility. KGI's liability is limited as described below.

Accurate Order Information Provide correct and complete shipping addresses, order details, and special instructions for all outbound fulfillment requests.

No Prohibited Goods Only store goods that are legal, non-hazardous, and compliant with all applicable laws. Prohibited goods include hazardous materials, perishables, and controlled substances, unless prior written consent is obtained.

Timely Communication Respond to KGI inquiries regarding inventory discrepancies, order changes, or billing matters within a reasonable time frame.

Limitation of Liability

KGI's liability for loss or damage to Client goods is limited to the lesser of the actual repair/replacement cost or $0.50 per pound of the affected goods, unless a higher valuation has been declared in writing and agreed upon prior to storage.
KGI is not liable for loss or damage caused by acts of God, natural disasters, civil disturbances, power failures, theft by unauthorized third parties, or any cause beyond KGI's reasonable control.
KGI is not responsible for losses arising from the Client's failure to provide accurate product information, improper packaging, or non-compliance with KGI intake procedures.
KGI shall not be liable for indirect, incidental, consequential, or punitive damages under any circumstances.
Claims for loss or damage must be submitted in writing within 30 days of the event giving rise to the claim. Claims submitted after this period may be denied.

Storage Terms & Billing

Storage fees are calculated on a daily per cubic foot (CuFT) basis using tiered rates based on the number of days goods are stored.
Invoices are issued monthly. Payment is due within the period specified in the Client's service agreement.
KGI reserves a warehouseman's lien on all Client goods stored at its facility to secure payment of unpaid charges. Goods may be withheld until all outstanding balances are resolved.
Abandoned goods — defined as inventory with no activity for over 180 days and no response to written notice — may be disposed of at KGI's discretion after proper notification.

Dispute Resolution

Both parties agree to first attempt to resolve any disputes through good-faith negotiation within 15 business days of written notice of a dispute.
If negotiation fails, disputes shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association (AAA), conducted in San Bernardino County, California.
This Agreement shall be governed by and construed under the laws of the State of California, without regard to its conflict of law provisions.

Term & Termination

This Agreement is effective from the date the Client begins using KGI's services and continues on a month-to-month basis unless otherwise specified in a signed service contract.
Either party may terminate this Agreement with 30 days written notice. The Client is responsible for retrieving all goods within that period.
KGI may terminate this Agreement immediately and without notice if the Client engages in fraudulent activity, stores prohibited goods, or fails to pay invoices for two or more consecutive billing cycles.
Upon termination, the Client must remove all inventory within 15 business days. Goods remaining beyond this period are subject to additional storage fees and/or disposal.

Confidentiality

Both KGI and the Client agree to keep all business information, pricing, inventory data, and operational details shared during the course of this Agreement strictly confidential. Neither party shall disclose such information to third parties without prior written consent, except as required by law. This obligation survives the termination of this Agreement.

Amendments & Entire Agreement

KGI reserves the right to amend this Agreement with 30 days written notice to the Client. Continued use of KGI's services after notice constitutes acceptance of the revised terms.
This Agreement, together with any signed service contract or rate sheet, constitutes the entire agreement between KGI and the Client and supersedes all prior understandings, verbal or written.
Any waiver of a provision of this Agreement must be in writing and signed by both parties to be valid.

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