1. About these terms
These terms govern the supply of preparation services by Form & Focus Limited, a limited company registered in Scotland under company number SC877097, whose registered office is at 12 Plora Crescent, Innerleithen, Scotland, EH44 6LX, trading as Borders Prep and referred to below as "we", "us" and "our", to you, the seller whose goods we prepare.
By sending goods to us, or by accepting a quotation from us, you accept these terms. They apply in place of any terms you may put forward, unless we agree otherwise in writing.
2. Our services
We provide preparation services for goods destined for Amazon fulfilment centres. Those services include receiving and inspecting inventory, applying FNSKU labels, removing existing stickers, poly bagging, bubble wrapping and bundling, as described on our website.
We prepare goods to Amazon's published requirements as they stand at the time of preparation. Amazon changes those requirements from time to time and we are not responsible for changes made after your goods leave us.
3. Prices, quotations and VAT
- Our published prices are those shown on our website and are plus VAT.
- We are VAT registered. VAT number: GB 513 336 421. VAT is added to your invoice at the rate in force on the tax point date.
- A quotation is valid for 30 days unless it says otherwise.
- Minimum charge per shipment: £25.
- Sticker removal is charged per unit at the published rate. Where an adhesive requires extra time beyond normal removal, that additional time is charged at £7.50 for each 15 minutes, plus VAT, and is agreed with you before the work continues.
- Prices assume goods arrive in the condition and quantity described. Where they do not, clause 6 applies.
- We may change published prices without notice. Work already booked in is charged at the price quoted.
4. Sending goods to us
You are responsible for getting your goods to us, and for the cost of doing so. Before a shipment arrives you must tell us what is coming, in what quantity, and what you need done with it.
Goods must arrive packed well enough to survive transit. We are not liable for damage that occurred before your goods reached us.
We may refuse a delivery that arrives without notice, that is not what was agreed, or that we cannot safely or lawfully handle.
5. Prohibited and restricted goods
You must not send us anything that is illegal, perishable, hazardous, temperature controlled, live, or otherwise unsuitable for storage in an ordinary commercial premises. That includes but is not limited to weapons, drugs, flammable or corrosive substances, and counterfeit goods.
You confirm that you own the goods you send us, or are authorised to deal with them, and that they may lawfully be sold in the United Kingdom.
6. Receiving, counting and discrepancies
We count and inspect goods when they arrive. Our count is the count we work to. If it differs from your figure we will tell you promptly, with photographs where useful, and agree how to proceed before continuing.
We check goods for obvious external damage. We do not test, unbox or verify the functionality of individual items unless that is separately agreed.
7. Turnaround
We will use reasonable endeavours to have your shipment prepared and ready to ship within 48 working hours. That period starts when your prep invoice is paid. We raise that invoice only once your goods have arrived and been checked under clause 6, and under clause 10 prep work does not begin until it is paid.
The 48 working hours cover preparing your shipment, not dispatching it. Dispatch follows under clause 9, once the separate carriage invoice is settled, so the time you take to pay that invoice is not part of the period.
How long prep takes depends on the volume and the work involved. Larger orders, incomplete deliveries and work that was not agreed in advance may take longer than 48 working hours, and where we expect that we will tell you the realistic timescale.
Times given are estimates made in good faith. They are not guarantees and time is not of the essence.
8. Customer inventory and storage
Customer inventory is accepted for the purpose of receiving, inspecting, preparing and dispatching goods to Amazon FBA.
We have limited storage capacity and do not provide long-term storage as a standard service. You should therefore make sure your inventory can be processed and dispatched within the agreed timeframe.
Where inventory remains at our premises beyond the agreed processing period, additional storage charges may apply, subject to availability. Those charges are quoted case by case rather than at a published rate, because shipments differ in the space they take up.
Where additional storage requirements arise, we may be able to arrange or offer alternative storage solutions, subject to availability and additional charges.
If goods remain with us for more than 90 days after we have asked you in writing to collect or redirect them, and you have not done so, we may sell or dispose of them and set the proceeds against what you owe us. We will give you at least 30 days' written notice first.
9. Onward shipping to Amazon
We arrange the courier shipment of your prepared inventory to the Amazon fulfilment centre. We do so as your agent, and recharge the carriage cost to you at cost.
Carriage charges are not included in our prep fees. Where applicable, carriage is calculated once your shipment is ready for dispatch and is invoiced separately. Orders are dispatched once all outstanding charges have been paid.
Standard packaging materials required to complete your prep are included in the applicable prep service charge.
10. Payment
- Your order is invoiced in two parts as standard: the prep work, covered by this clause, and carriage, covered by clause 9. Where extra work is agreed after your goods arrive, that work is invoiced separately in addition.
- Our invoices are payable on receipt, by bank transfer, quoting the invoice number as your reference.
- Once your goods have arrived and the prep services have been confirmed, we issue an invoice detailing the work to be carried out. Prep work begins once that invoice has been paid in full.
- Any additional services or charges identified during the prep process will be discussed and agreed with you before being carried out, where reasonably possible.
- We may hold goods until an overdue invoice is paid.
- Late payments carry interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
11. Title and risk
Title to your goods stays with you throughout. Risk in the goods passes to us when we accept them into our premises and passes back to you when they leave us with the carrier.
12. Insurance
We maintain appropriate business insurance for the services we provide, including cover relating to customer goods in our care. For full details of our insurance arrangements and the applicable limits, please contact us.
That cover is ours and is not a substitute for yours. You should keep your own goods-in-transit and stock insurance in place and not rely on ours.
13. Our liability
Nothing in these terms limits our liability for death or personal injury caused by our negligence, for fraud, or for anything else that cannot lawfully be limited.
Subject to that:
- our total liability arising out of any one shipment is limited to the greater of the fees paid for that shipment and the insured value of the goods;
- we are not liable for loss of profit, loss of sales, loss of Amazon selling privileges, storage or long-term storage fees charged by Amazon, or any indirect or consequential loss;
- we are not liable for delays or errors caused by incorrect information you gave us, including incorrect FNSKU data or shipment plans;
- we are not liable for Amazon's own decisions about your shipment, including receiving discrepancies at their fulfilment centre.
You must tell us about any claim within 14 days of the shipment leaving us, so that we still have the records and photographs needed to investigate.
14. Your responsibilities
- Give us accurate FNSKU data, shipment plans and instructions.
- Make sure the goods are legal to sell and compliant with UK product safety and labelling law. Compliance is your responsibility, not ours.
- Keep your own records of what you have sent us.
- Tell us promptly if anything changes.
15. Confidentiality
We treat what we learn about your business as confidential, including your product range, volumes and suppliers, and we will not disclose it except where the law requires it or where it is needed to carry out the work.
16. Ending the arrangement
Either of us may stop working with the other on 14 days' written notice. Work already in progress is completed and charged unless we agree otherwise. Either of us may end the arrangement immediately if the other commits a serious breach and does not put it right within 14 days of being asked to.
On ending, you must arrange collection or redirection of your goods within 30 days, and pay everything outstanding.
17. Events outside our control
We are not liable for failure or delay caused by something outside our reasonable control, including carrier failure, utility failure, fire, severe weather or other natural events such as storm, heavy snow or flooding, epidemic, or action by government or by Amazon. If such an event lasts more than 30 days either of us may end the arrangement.
18. General
- These terms, and any quotation we have given you, are the whole agreement between us.
- If any clause is found to be unenforceable, the rest continues to apply.
- No one other than you and us has any right to enforce these terms.
- We may update these terms. The version in force is the one published here when your goods were accepted.
19. Governing law
These terms are governed by the law of Scotland, and the Scottish courts have exclusive jurisdiction.
20. Contact
Questions about these terms should go to email us.