These Logistics & Warehouse Terms ("Logistics Terms") govern all warehousing, storage, receiving, staging, consolidation, transportation, last-mile delivery, and related logistics services ("Logistics Services") provided by Accordingly, Inc. ("Accordingly," "we," "our") to any customer ("Customer"). These Logistics Terms are part of the Master Services Agreement ("MSA").

Accordingly may perform Logistics Services directly or through third-party logistics partners or subcontractors ("Logistics Providers"). Customer acknowledges and agrees that all services, liabilities, limitations, and requirements described in this policy apply regardless of which Logistics Provider performs the work.

Capitalized terms not defined here have the meanings given in the MSA.

1. Scope of Logistics Services

Accordingly may provide, through itself or Logistics Providers:

• Warehousing and storage
• Receiving and visual inspection
• Staging, kitting, consolidation, repackaging
• Last-mile delivery, room-of-choice delivery, white-glove delivery
• Freight handling, local distribution, transportation, or courier services
• Pickup, returns, exchanges, and disposal
• Inventory counts and cycle counts
• Customer and consignee appointment scheduling
• Delivery notifications and tracking updates

Only the services explicitly requested or ordered by Customer will be performed.

2. Title, Possession & Risk of Loss

2.1 Title

Customer retains full title to all goods ("Goods").

2.2 Risk of Loss

Risk transfers as follows:

• Inbound: when Accordingly or a Logistics Provider accepts physical possession
• Outbound: when Goods are tendered to Customer's carrier or released for delivery
• Final Delivery: when Goods are delivered to the delivery point or consignee specified by Customer

Where Customer uses its own carrier, risk passes upon loading to that carrier.

2.3 No Subrogation

Customer waives all subrogation rights above the liability limits defined herein.

3. Receiving, Inspection & Packaging Requirements

3.1 Visual Inspection Only

All receiving inspections are visual, covering:

• outer carton condition
• visible damage
• missing or excess pieces
• pallet integrity

No internal inspection is performed unless separately contracted.

3.2 Concealed Damage Not Covered

Customer acknowledges:

• concealed, internal, or latent damage discovered after opening packaging is not covered
• Customer bears full responsibility for such damage

3.3 Mandatory Packaging Standards

Customer must package all Goods according to:

• industry freight packaging standards, including NMFTA Rule 181
• commercially reasonable protective methods
• new, defect-free cartons
• proper blocking, bracing, padding, and sealing

Accordingly is not responsible for damage resulting from inadequate packaging.

3.4 Accurate SKU & Freight Information Required

Customer must provide accurate:

• dimensions
• weights
• freight classifications
• SKU identifiers
• piece counts

Incorrect information may result in adjustments, surcharges, or refusal of Goods.

3.5 Prohibited Goods

Customer may not store or ship:

• hazardous, flammable, explosive, radioactive, corrosive, or poisonous materials
• goods illegal under federal, state, or local law
• perishable or temperature-sensitive items requiring refrigeration
• currency, precious metals, or irreplaceable items

4. Storage, Staging & Handling

4.1 Storage Conditions

Unless otherwise agreed in writing:

• warehouses are not climate-controlled
• warehouses may not maintain humidity control
• Accordingly is not responsible for environmental damage

4.2 Staging & Consolidation

Goods may be consolidated, palletized, or staged to facilitate efficient delivery.

4.3 Oversized or Overweight Items

Items exceeding standard handling thresholds (e.g., weight over 300 lb or exceeding typical freight dimensions) may require special handling or may incur additional charges.

5. Delivery, Site Access & Failed Deliveries

5.1 Delivery Scheduling

Delivery dates or windows are estimates, not guarantees.

5.2 Customer/Consignee Responsibilities

Customer must ensure:

• safe and lawful access for delivery teams
• functioning elevators or stairs, when required
• proper parking, site access, and clearance
• presence of an authorized recipient
• safe job site conditions

5.3 Failed Delivery Fees

Customer agrees to fees for:

• consignee not home
• undeliverable locations
• delivery refusal
• inaccurate address
• unsafe conditions
• rescheduling after Goods are staged

These fees reflect costs incurred by Accordingly or Logistics Providers.

6. Returns, Exchanges & Abandonment

6.1 Return Authorization

Customer must issue a return authorization within 24 hours of notification.

6.2 Disposition Instructions

Customer must provide disposition instructions within:

• 3 days for returns
• 14 days after contract termination

Failure to do so may result in:

• storage fees
• abandonment
• disposal of Goods at Customer's expense

6.3 Abandonment

Goods are considered abandoned if:

• left more than 14 days after termination, or
• no disposition instructions are provided within required timelines

Accordingly may dispose of abandoned Goods in a commercially reasonable manner.

7. Claims for Loss, Damage, or Shortage

(These timelines mirror industry standards and third-party provider requirements.)

7.1 Visible Damage

Claims for visible damage must be submitted within 30 days of delivery.

7.2 Loss or Missing Goods

Claims for loss or non-delivery must be submitted within 30 days of the earlier of:

• expected delivery date, or
• notification of missing Goods

7.3 Returns Damage

For Goods returned from consignees:

• OS&D (overage/shortage/damage) must be reported within 48 hours
• formal claim must be submitted within 30 days

7.4 Required Documentation

Claims must include:

• photos of damage
• photos of packaging
• shipping documentation
• invoices or proof of value
• SKU, serial, and item information
• certification of compliance with packaging standards

7.5 Late or Incomplete Claims

Claims filed late or without required documentation will be denied.

8. Liability Limits for Goods

These limits apply per occurrence unless declared value coverage is expressly purchased.

8.1 Standard Liability

Accordingly's maximum liability for loss, damage, or shrinkage is the lesser of:

1. the documented replacement cost of the affected Goods;
2. the amount recoverable under Accordingly's third-party logistics coverage; or
3. the following industry-standard limits:
   • Truckload Shipments: up to $100,000 per truckload
   • LTL Shipments: the lesser of
     • $5.00 per pound, or
     • $100,000 per shipment

8.2 New vs. Used Product

• New items: actual replacement cost
• Used/open-box items: 25% of replacement cost

8.3 Sets and Multi-Piece Items

Liability applies only to the damaged piece, not the entire set.

8.4 Excluded Losses

Accordingly is not liable for:

• concealed or latent damage
• damage due to inadequate packaging
• inherent defects or manufacturer flaws
• pre-existing damage
• hazardous materials
• inaccurate freight data
• site access failures or unsafe conditions
• delay-related losses
• climatic or environmental damage
• Customer or consignee misconduct

8.5 Consequential Damages Excluded

Accordingly is not liable for:

• business interruption
• project delays
• penalties or chargebacks
• lost profits
• contractor or installer downtime
• liquidated damages

8.6 Optional Declared Value Coverage

If Customer requires higher limits, Customer may request declared value coverage in writing. Additional fees apply.

9. Customer Obligations

Customer must:

• package Goods per industry standards
• provide accurate order, SKU, weight, and dimension data
• ensure safe delivery and pickup locations
• comply with all claim filing deadlines
• maintain appropriate insurance for Goods
• comply with all applicable laws
• pay all logistics-related fees promptly

Customer is fully responsible for:

• damage caused by improper packaging
• inaccurate data
• unsafe conditions
• consignee errors or refusals

10. Indemnification

Customer will indemnify and hold Accordingly harmless from all claims arising from:

• hazardous, illegal, or prohibited Goods
• improper packaging
• inaccurate or misleading shipment data
• consignee conduct
• misuse of the Logistics Services
• violations of law
• claims caused by Customer's vendors, consignees, or contractors

11. Suspension or Refusal of Service

Accordingly may suspend or refuse Logistics Services if:

• Customer is past due on invoices
• Goods are improperly packaged or unsafe
• Customer provides inaccurate freight data
• Customer ships prohibited items
• Logistics Providers refuse the freight
• Customer repeatedly causes failed deliveries

12. Governing Law & Dispute Resolution

These Logistics Terms follow the governing law and dispute provisions of the MSA, including arbitration where applicable.

13. Survival

Sections regarding liability, claims, packaging standards, indemnification, and payment obligations survive termination.