Warehousing by KS ("WKS") provides fulfilment and associated services for Your Products.
These WKS Service Terms are part of the Agreement and, unless specifically provided otherwise, concern and apply only to your participation in WKS. BY REGISTERING FOR OR USING WKS, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE WKS SERVICE TERMS. You expressly agree that KS Fulfilment may engage its Affiliate(s) or a third party to complete one or more of the fulfilment and associated services outlined below.
Fulfilment Services
F-1 Your Products
Once you are accepted into WKS, you must apply to register each product you offer that you wish to include in the WKS programme. We may refuse registration in WKS of any product, including on the basis that it is an WKS Excluded Product or that it violates applicable Programme Policies. You may at any time withdraw registration of any of Your Products from WKS.
F-2 Product and Shipping Information
You will, in accordance with applicable Programme Policies, provide accurate and complete information about Your Products registered in WKS, and provide Fulfilment Requests for any Units fulfilled using WKS that are not sold through the KS Site ("Multi-Channel Fulfilment Units"). 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.
F-3 Shipping to KS Fulfilment
F-3.1 Except as otherwise provided in Section F-3.4 and Section F-5, WKS is limited to Units that are shipped to and from fulfilment centres located within Singapore, to be delivered to customers in Singapore only. You will ship Units to us in accordance with applicable Programme Policies. You will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance), and KS Fulfilment 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 labelled Unit, we may return the Unit to you at your expense (pursuant to Section F-7) or re-package or re-label the Unit and charge you an administrative fee.
F-3.2 You will not deliver to us any Unsuitable Unit; we may reject any shipment of Your Products.
F-3.3 We may, at our option, allow you to ship Units at your expense (as described in Section F-9.2) to fulfilment centres 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. Additionally:
(a) If the carrier determines a Unit weighs more than you submitted, you may be charged more than the estimated shipping costs.
(b) You may be charged the full amount of the estimated shipping costs even if the carrier determines the weight to be less than submitted.
You will not use carrier account information (e.g., carrier account number, shipping rates) for any purpose, nor disclose such information to any third party. You will protect such information as KS Fulfilment's confidential information in accordance with Section 11 of the General Terms of this Agreement. As between you, us, and the applicable carrier, you will be the shipper of record, and we will make payment to the carrier for shipment of all Units using discounted rates. Title and risk of loss for any Unit shipped using discounted rates will remain with you. KS Fulfilment's provision of such shipping rates does not create any liability or responsibility for delays, damage, or loss incurred during shipment. You authorise the carrier to provide us with all shipment tracking information.
F-3.4 If you ship Units from outside Singapore to fulfilment centres in Singapore, you will list yourself as the importer/consignee and nominate a customs broker. If KS Fulfilment is listed on any import documentation, we reserve the right to refuse acceptance of the Units covered by the import documents. Any costs assessed against or incurred by us will be collected from Your Bank Account, deducted from amounts payable to you, or by other methods at our discretion.
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F-7.1
You may, at any time, request that Units be returned to you or that we dispose of Units.
F-7.2
We may, with notice, return Units to you, including upon termination of these WKS 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 Singapore; or
(c) we cannot make arrangements for you to pay for the return shipment,
then the Unit(s) will be deemed abandoned, and we may elect to dispose of them 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.
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 KS Fulfilment, 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 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 we notify you that the Unit has been recalled; or
(c) if you fail to direct us to return or dispose of any Unsuitable Unit within thirty (30) days (or as otherwise specified in the applicable Programme Policies) after we notify you that its removal is required, for instance, because your use of WKS is suspended or terminated, or your seller account is suspended, terminated, or closed.
In addition, you will reimburse us for expenses we incur in connection with any Unsuitable Units.
F-7.3
You may, at any time, request that we dispose of Units. In this case, 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, and we may retain any proceeds we may receive from the disposal.
F-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 incurred by you, us, or any of our or your Affiliates in connection with any recall, potential recall, or safety alerts of any of Your Products (including the costs to return, store, repair, liquidate, or deliver these products to you or any vendor).
F-8: Customer Service
F-8.1 For Multi-Channel Fulfilment Units, we will have no customer service obligations 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 fulfilment 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 fulfilment-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.
F-8.2 We will be responsible for all customer service issues relating to packaging, handling and shipment, and customer returns, refunds, and adjustments related to KS Fulfilment Units. We will determine whether a customer will receive a refund, adjustment, or replacement for any KS Fulfilment Unit and will require you to reimburse us where we determine you have responsibility in accordance with the Agreement (including these WKS Service Terms and the Programme Policies). We will promptly notify you when you are responsible for a customer refund. You may appeal if you disagree with our finding within thirty (30) days after our notification, in addition to your right to request that Units be returned to you under Section F-7.1. Except as provided in this Section F-8 regarding any KS Fulfilment Units, customer service will be handled in accordance with your Seller Agreement.
F-8.3 In situations relating to KS Fulfilment Units where the wrong item was delivered, the item was damaged or lost, or is missing, unless we determine that the basis for such a request is caused by you or any of your employees, agents, or contractors, we will, at our option:
(a) for any KS Fulfilment Unit:
(i) ship a replacement Unit to the customer and reimburse you in accordance with the WKS Guidelines for the replacement Unit, or
(ii) process a refund to the customer and reimburse you in accordance with the WKS Guidelines for the Unit; or
(b) for any Multi-Channel Fulfilment Unit, reimburse you in accordance with the WKS Guidelines for the Unit (and you will, at our request, provide us a valid tax invoice for the compensation paid to you).
Any customer refund will be processed in accordance with the Selling on KS Fulfilment and the Transaction Processing Service Terms. Notwithstanding the Selling on KS Fulfilment Service Terms, we will be entitled to retain the applicable fees payable to us under the Selling on KS Fulfilment Service Terms and these WKS Service Terms, respectively. Except as expressly provided in this Section F-8.3, you will be responsible for all costs associated with any replacement or return.
F-8.4 If we provide a replacement Unit or refund as described in Section F-8.3 to a customer and that customer returns the original Unit to us, we will be entitled to dispose of the Unit pursuant to Section F-7, or, if it is a Sellable Unit, we may, at our option, place such Unit back into your inventory in accordance with Section F-6. If we do put a Unit back into your inventory, you will reimburse us for the applicable Replacement Value (as described in the WKS Guidelines) of the returned Unit. Any replacement Unit shipped by us under these WKS Service Terms will be deemed to be, and will be treated in the same manner as, an order and sale of such Unit from you to the customer via the KS Fulfilment Site or Service in accordance with, and subject to, the terms and conditions of this Agreement and your Seller Agreement.
F-9.1 Handling and Storage Fees. You will pay us the applicable fees described in the applicable Fulfilment by KS Fulfilment Fee Schedule. You will be charged the Storage Fees beginning on the day (up to midnight) that the Unit arrives at a fulfilment centre and is available for fulfilment by KS Fulfilment (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 valid customer order 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.
F-9.2 Shipping and Gift Wrap. For any KS Fulfilment Units, we will determine the amounts charged to the customer for shipping and gift wrap services for the Units that we fulfil through the WKS Programme. As between you and us, these charges will be your charges to the customer, and we will report them to you. We will charge you (and you will pay us) a fee equal to the amount of such charges to the customer.
In the case of shipments of Units sold through the KS Fulfilment Site that qualify for the "Free Shipping" promotion, the amounts charged to the customer for shipping the Selling on KS Fulfilment Units that KS Fulfilment fulfils will first be charged to the customer and will next be deducted from the total charges to the customer as your promotion, and KS Fulfilment will not charge you the fee described above. If you ship Units to us using the shipping rates that we may make available pursuant to Section F-3.3, you will reimburse us for the actual amounts charged to us by the applicable carrier for such shipments.
F-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 F-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, fulfilment, and/or shipment of these Units.
In addition to your obligations under Section 6 of the General Terms of this 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 F-4), including any personal injury, death, or property damage; and, if applicable
(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").
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 KS Fulfilment 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, recognise 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 WKS, which the Releasing Parties are giving up by agreeing to these WKS Service Terms. It is your intention in agreeing to these WKS Service Terms that these WKS 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 DISCLAIMER IN SECTION 7 OF THE GENERAL TERMS OF THIS 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.
Your termination rights are set forth in Section 3 of this Agreement. Following any termination of the Agreement or these WKS Service Terms, we will, as directed by you, return to you or dispose of the Units held as provided in Section F-7. If you fail to direct us to return or dispose of the Units within thirty (30) days (or as otherwise specified in the applicable Programme Policies) after termination, then we may elect to return and/or dispose of the Units in whole or in part, as provided in Section F-7, and you agree to such actions.
Upon any termination of these WKS Service Terms, all rights and obligations of the parties under these WKS Service Terms will be extinguished, except that the rights and obligations of the parties under Sections F-1, F-2, F-3, F-4, F-5, F-6, F-7, F-8, F-9, F-11, F-12, and F-13 with respect to Units received or stored by KS Fulfilment as of the date of termination will survive the termination.
You understand and acknowledge that storing Units at fulfilment centres 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 WKS Programme or otherwise pursuant to these WKS Service Terms, you will be responsible for such Foreign Shipment Taxes and Your Taxes and you will indemnify and hold KS Fulfilment harmless from such Foreign Shipment Taxes and Your Taxes as provided in Section F-10 of these WKS Service Terms.
In addition to your representations and warranties in Section 5 of the General Terms of this 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 WKS 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, labelling, and other requirements required by Law;
(d) no Unit is or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour;
(e) you and all of your subcontractors, agents, and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws of Singapore, its territories, and all other countries where Units are produced or delivered, regarding the operation of their facilities and their business and labour practices, including working conditions, wages, hours, and minimum ages of workers; and
(f) that all Foreign-Eligible Products:
(i) can be lawfully exported from Singapore, as applicable, without any licence or other authorisation; and
(ii) can be lawfully imported into, and comply with all applicable Laws of, any eligible country.