PREPKINGZ
Third-Party Logistics & E-Commerce Preparation Services
Last Update: October 25, 2025
READ CAREFULLY — LEGALLY BINDING TERMS
By accessing, browsing, purchasing, shipping, storing, or otherwise using any service supplied by PrepKingz Warehouse Inc. (“PrepKingz,” “we,” “our”), you (“Client,” “your”) automatically, fully, and unconditionally agree to these Terms of Service (“Terms”) and any policies referenced herein. Continued or future use of the Services constitutes renewed acceptance of the then-current Terms. If you do not agree, discontinue use immediately.
1. DEFINITIONS & INTERPRETATION
1.1 Definitions. Capitalised terms have the meanings set out in Schedule A — Glossary.
1.2 Interpretation. Headings are for convenience only; “including” means “including without limitation”; singular includes plural and vice-versa; references to legislation include amendments and re-enactments; monetary amounts are in Canadian dollars unless otherwise stated.
2. SCOPE OF SERVICES
2.1 Services. PrepKingz provides receiving, inspection, storage, preparation, photography, fulfillment, returns processing, cross-docking, reporting, and related logistics services (“Services”) for Goods owned by Client (“Goods”) under these Terms and the fee schedule on the Client Portal.
2.2 Exclusions. PrepKingz does not: (a) act as customs broker, freight forwarder, insurer, tax advisor, or legal advisor; (b) test product safety/compliance; (c) arrange export permits; (d) provide refrigerated, bonded, or hazardous storage without written addendum.
2.3 Right to Refuse. We may refuse, quarantine, or discontinue Services where Goods are prohibited, unsafe, misdeclared, contaminated, infringing, overdue for payment, or pose excessive risk.
3. CLIENT OBLIGATIONS
3.1 Accurate Data. Client must submit complete, accurate Advance Shipment Notices (“ASN”) ≥ [24 h] prior to delivery, including SKU, quantity, HS code, value, weight, dimensions, lot/serial numbers, expiry dates, and hazard classes.
3.2 Regulatory Compliance. Client warrants that all Goods, labels, packaging, ingredients, documentation, and marketing claims comply with Canadian federal, provincial, and municipal laws (e.g., Canada Consumer Product Safety Act, Food & Drugs Act, Competition Act, Export & Import Permits Act, TDG Regulations, CFIA, Health Canada, Transport Canada, environmental statutes) and any applicable foreign laws.
3.3 Import & Export Obligations. Client is solely responsible for customs clearance, tariff classification, valuation, payment of duties and taxes, country-of-origin marking, export controls, sanctions, CITES permits, and compliance with economic sanctions (e.g., SEMA, United Nations Act, US/UK/EU sanctions).
3.4 Insurance. Client shall maintain all-risk cargo insurance covering 100 % of replacement cost while Goods are at, in transit to/from, or handled by PrepKingz, naming PrepKingz as additional insured and loss payee.
3.5 Taxes. Client is responsible for any GST/HST, QST, PST, excise, environmental, or other taxes arising from the Services.
3.6 Prohibited & Restricted Goods. Goods listed in Schedule B — Prohibited & Restricted Items are either forbidden or require written pre-approval and surcharge.
3.7 AML & CTF. Client confirms that funds and Goods are not proceeds of crime, terror financing, or money-laundering; PrepKingz may request Know-Your-Client (KYC) documentation and suspend Services if not provided.
3.8 Timely Payment. Invoices are due net [7 days]. Interest accrues at 1.5 % per month (18 % per annum) on late amounts. PrepKingz may withhold or dispose of Goods under its warehouseman’s lien and PPSA security interest.
4. RECEIVING & INSPECTION
4.1 Standard Receiving. With a valid ASN, PrepKingz performs carton-level counts and exterior-damage check; an Inspection Report is uploaded within [24 h].
4.2 Expanded inspection (piece-counts/QC) is available at published rates; PrepKingz provides no warranty that Goods are fit, authentic, or compliant.
4.3 Client must dispute any receiving discrepancy within [3 Business Days] or the report is final.
5. STORAGE
5.1 Goods stored in a dry, alarm-monitored facility (10 – 25 °C). PrepKingz is not liable for temperature/humidity fluctuations within this range or beyond its reasonable control.
5.2 Storage billed monthly; long-term surcharge applies after [90 days]; abandoned Goods disposed of after [120 days] of non-payment/inactivity.
6. PREP SERVICES & SERVICE LEVELS
6.1 Prep services (labelling, poly-bagging, kitting, etc.) are performed per Client instructions; standard SLA ≤ 2 Business Days for ≤ 500 units.
6.2 Errors ≤ 10 % are considered industry-standard and do not constitute breach; liability is limited to re-work or credit of prep fee.
7. SHIPPING, TITLE & RISK OF LOSS
7.1 Unless Client designates a carrier/account, PrepKingz ships via its carriers and charges actual cost + 10 % handling.
7.2 Title and risk transfer to Client when Goods are tendered to carrier (Incoterm EXW, Montréal, QC). Client bears all carrier risks and claims.
7.3 PrepKingz has no liability for delays, seizure, duties, taxes, carrier errors, Amazon FBA discrepancies, or platform chargebacks.
8. RETURNS, RECALLS & DISPOSAL
8.1 Client instructs disposition of returns within [14 days]; otherwise PrepKingz may restock, liquidate, or dispose at Client expense.
8.2 Client is solely responsible for initiating and financing any product recall; PrepKingz acts only as logistics agent and is indemnified for all recall costs.
9. FEES & PAYMENT
9.1 Current rates are posted on the Client Portal; PrepKingz may adjust fees with [30 days] notice.
9.2 Disputed charges must be submitted in writing within [10 days] of invoice; undisputed amounts remain payable.
10. LIMITATION OF LIABILITY & NO WARRANTIES
10.1 Aggregate Cap. PrepKingz’s total liability (including negligence) is limited to the lesser of: (a) CAD $5 per lb of lost/damaged Goods; or (b) Service Fees paid in the previous 3 months.
10.2 No Consequential Damages. PrepKingz is not liable for indirect, special, punitive, exemplary, incidental, or consequential losses (lost profits, sales, goodwill, business interruption, platform suspension, etc.).
10.3 No Warranties. Services are provided “AS IS”, “WHERE IS”, and “AS AVAILABLE”, without any express or implied warranties, including merchantability, fitness for a particular purpose, performance, accuracy, or non-infringement.
10.4 Third-Party Services. PrepKingz is not liable for acts or omissions of carriers, customs brokers, insurers, subcontractors, marketplaces, or any third-party platform.
11. INDEMNIFICATION
11.1 Client shall defend, indemnify, and hold harmless PrepKingz, its affiliates, directors, employees, and agents from all claims, damages, penalties, fines, liabilities, costs, and expenses (including legal fees) arising from: (a) Client’s breach of these Terms; (b) Goods that are unsafe, infringing, misdeclared, illegal, or non-compliant; (c) product recalls; (d) customs, tax, or regulatory violations; or (e) Client’s negligence, fraud, or willful misconduct.
12. CONFIDENTIALITY, PRIVACY & DATA SECURITY
12.1 Each party shall protect the other’s Confidential Information with no less than reasonable care and use it only for performing the Agreement.
12.2 PrepKingz processes Personal Information in accordance with PIPEDA and Québec’s Bill-64. Client warrants it has obtained all necessary consents for data it provides.
13. TERM, SUSPENSION & TERMINATION
13.1 Term is continuous from Effective Date until terminated on [30-day] written notice or immediately for breach/insolvency/sanctions violation.
13.2 Upon termination, all unpaid fees become immediately due; Client must remove Goods within [14 days] or storage/liquidation charges apply.
14. LIEN, PPSA SECURITY INTEREST & COLLECTION
14.1 PrepKingz holds a warehouseman’s lien and purchase-money security interest (PPSA, Civil Code of Québec articles 2279 ff.) on Goods to secure all outstanding amounts and may sell or dispose of Goods to satisfy the debt after required notices.
15. FORCE MAJEURE
15.1 Neither party is liable for delay or failure caused by events beyond reasonable control (Acts of God, epidemics, strikes, cyber-attacks, government action, etc.); timeframes are extended for the duration of the event.
16. GOVERNING LAW, DISPUTE RESOLUTION & CLASS-ACTION WAIVER
16.1 These Terms are governed by the laws of Québec and the federal laws of Canada applicable therein, excluding conflict-of-law rules.
16.2 Mandatory Arbitration. Any dispute not resolved by good-faith negotiation within 30 days shall be finally resolved by binding arbitration under the Canadian Arbitration Association Rules in Montréal, in English, before a single arbitrator. The arbitrator may award costs.
16.3 Class / Collective Actions Waived. The parties waive any right to commence or participate in class, collective, or representative actions.
17. COMPLIANCE, ETHICS, ANTI-CORRUPTION
17.1 Client and PrepKingz will not offer, authorize, or accept bribes or corrupt payments and will comply with Canada’s Corruption of Foreign Public Officials Act and similar laws.
18. NO PARTNERSHIP & NO LEGAL ADVICE
18.1 Nothing in these Terms creates a partnership, joint venture, or employment relationship. PrepKingz does not provide legal, tax, or financial advice.
19. SURVIVAL
19.1 Sections concerning fees, lien, confidentiality, limitation of liability, indemnification, governing law, arbitration, and any obligations which by their nature should survive, shall survive termination.
20. ENTIRE AGREEMENT & AMENDMENTS
20.1 These Terms, the Client Portal fee schedule, and any written addenda constitute the entire agreement. PrepKingz may amend these Terms by posting revised terms and emailing notice at least [30 days] in advance; continued use = acceptance.
Schedule A — Glossary (excerpt)
“Business Day”
Any day other than Saturday, Sunday, or a statutory holiday in Québec.
“Dangerous Goods”
Products classified under the Transportation of Dangerous Goods Regulations (TDG).
Schedule B — Prohibited & Restricted Items (excerpt)
Prohibited: firearms, ammunition, explosives, narcotics, live animals, perishable food, counterfeit goods, currency, precious metals, hazardous waste, recalled items, and any item illegal under Canadian law.
Restricted (pre-approval required): lithium batteries, aerosols, alcohol, OTC drugs, cosmetics with alcohol, temperature-sensitive items, high-value items > CAD [10 000].
© PrepKingz Warehouse Inc. — All rights reserved.
