Midpoint Terms and Conditions

These Terms and Conditions (“Terms”) govern all warehousing, fulfillment, distribution, logistics, packaging, and related services (“Services”) furnished by Midpoint National, Inc. (“Midpoint”) to any company or legal entity (“Client”). By tendering goods or products (“Products”) to Midpoint, or by requesting or using any Services, Client acknowledges and agrees to be bound by these Terms.

1. Scope of Services

1.1 Midpoint shall perform the Services in accordance with the standards generally observed in the third-party logistics industry and any written Statement of Work, quotation, or Service Schedule (“SOW”) executed between the Parties.

1.2 Client acknowledges that Midpoint shall have discretion to determine the means, methods, and procedures by which the Services are rendered, including the use of subcontractors or carrier partners.

1.3 Additional or out-of-scope work requested by Client shall be subject to Midpoint’s written approval and to additional fees at Midpoint’s then-applicable hourly or project rates.

2. Term and Termination

2.1 These Terms commence on the earlier of (a) the date Client first tenders Products to Midpoint, or (b) the date a SOW is executed, and shall continue until terminated. The “Initial Term” of the Agreement shall be as set forth in the SOW.

2.2 After the “Initial Term,” either Party may terminate on ninety (90) days’ prior written notice.

2.3 Either Party may terminate for material breach upon thirty (30) days’ written notice specifying the breach if not cured within such period.

2.4 If Client terminates during the Initial Term without material breach, Client shall pay an early-termination fee equal to One Thousand U.S. Dollars (US $1,000).

2.5 Upon termination, Client shall, at its sole cost and expense, remove all Products from Midpoint’s facilities within thirty (30) days and pay all outstanding amounts. Products remaining thereafter may be sold, disposed of, or destroyed by Midpoint pursuant to Section 11 (Warehouse Lien).

2.6 Sections 7 through 16 shall survive any expiration or termination.

3. Fees and Payment

3.1 Midpoint shall invoice monthly for Services rendered during the preceding period. All invoices are payable upon receipt.

3.2 Unpaid balances more than seven (7) days past due shall accrue a finance charge of two percent (2%) per month (or, if less, the maximum lawful rate). Midpoint may suspend Services for any past-due account.

3.3 Midpoint may adjust its service rates and charges annually based on increases in operating expenses or the Consumer Price Index (CPI) published by the U.S. Bureau of Labor Statistics upon thirty (30) days’ written notice to Client. Continued use of Services after the effective date constitutes acceptance of such adjustments.

3.4 If Midpoint engages counsel or collection agents to recover unpaid sums, Client shall reimburse Midpoint for all reasonable attorneys’ fees and costs incurred.

3.5 All fees are exclusive of applicable taxes, which Client shall pay in addition to the stated charges.

4. Receiving and Storage Requirements

4.1 Standard pallets shall measure forty-eight (48) inches × forty (40) inches and shall not exceed fifty (50) inches in height.

4.2 Each pallet or carton must bear a Pallet Tag listing the item description, SKU, and quantity. Mixed or unlabeled pallets and/or cartons are subject to hourly sortation fees.

4.3 Shipments must include a packing list and purchase order emailed or uploaded to Midpoint’s warehouse management system prior to arrival.

4.4 All inbound freight shall be labeled as follows:

4.5 Midpoint may refuse any unsafe, improperly packaged, or hazardous shipment.

5. Fulfillment and Shipping

5.1 Midpoint will process, pack, and ship Client orders using Midpoint’s carrier accounts unless otherwise authorized in writing.

5.2 Freight charges are subject to carrier adjustments for dimensional weight, address corrections, surcharges, or other factors outside Midpoint’s control.

5.3 Shipments on third-party carrier accounts will incur additional administrative fees.

6. Client Obligations

6.1 Client shall provide accurate, complete, and timely data, inventory information, and order instructions required for Midpoint to perform the Services.

6.2 Client shall maintain adequate manpower and systems to transmit orders electronically in the format required by Midpoint.

6.3 Client shall obtain and maintain the insurance coverages described in Section 8.

6.4 Client shall indemnify Midpoint from penalties, assessments, or carrier fees resulting from inaccurate shipping or customs documentation supplied by Client.

7. Liability

7.1 Standard of Care. Midpoint shall exercise the degree of care that a reasonably careful warehouseman would exercise under similar circumstances. Midpoint is not an insurer of the Products, which remain at Client’s sole risk.

7.2 Limit of Liability. Midpoint’s aggregate liability for any loss or damage arising hereunder shall not exceed the lesser of (a) the replacement cost of the affected Products, or (b) the total fees paid by Client for the Services giving rise to such claim.

7.3 Excluded Damages. Midpoint shall not, under any circumstances, be liable for special, consequential, incidental, punitive, or indirect damages, including loss of profits, goodwill, or opportunity, even if advised of their possibility.

7.4 Claim Notice and Limitation Period. Client shall provide written notice of any loss or damage within sixty (60) days after discovery or after it reasonably should have been discovered. No action or proceeding may be commenced against Midpoint beyond one (1) year from such date. A claim not made in accordance with this Section is conclusively deemed waived.

7.5 Force Majeure. Midpoint shall not be liable for delay, loss, or failure of performance caused by events beyond its reasonable control, including but not limited to fire, flood, pandemic, cyberattack, power failure, or governmental action.

7.6 This Section shall survive termination.

8. Insurance

8.1 Midpoint’s Coverage. Midpoint shall, at its own expense, maintain in full force and effect commercial general liability insurance, including coverage for contractual liability, with limits of not less than One Million U.S. Dollars (US $1,000,000) per occurrence and Two Million U.S. Dollars (US $2,000,000) aggregate. Midpoint’s insurance shall cover its own operations and personnel only and shall not insure Client’s Products, property, or interests in any manner.

8.2 Client’s Coverage. Client shall, at Client’s sole cost and expense, procure and maintain property insurance on all Products stored, handled, or otherwise under the care, custody, or control of Midpoint. Such insurance shall provide coverage on a replacement-cost basis against all risks of physical loss or damage, including loss or damage arising from equipment breakdown or carrier-related events, in amounts sufficient to cover the full value of the Products. Client shall also agree to self-insure or maintain commercial general liability insurance with limits of not less than US $1,000,000 per occurrence / US $2,000,000 aggregate, designating Midpoint as an additional insured with respect to the Services provided hereunder.

8.3 Proof and Continuity of Coverage. Upon written request by Midpoint, Client shall furnish certificates of insurance or declarations pages evidencing the coverages required by Section 8.2 and shall provide immediate notice of any cancellation or material modification of such policies. Failure by Client to maintain such insurance or to provide evidence thereof shall constitute a material breach of this Agreement, and Midpoint may, at its election and without prejudice to any other remedies, suspend the performance of Services or terminate this Agreement upon seven (30) days’ written notice to Client.

8.4 Waiver of Subrogation. Each party, to the extent permissible under its respective insurance policies, hereby waives and shall cause its insurers to waive all rights of subrogation against the other party for losses covered or required to be covered under this Section 8.

8.5 No Bailment of Insurance Obligation. Client acknowledges that the fees and charges set forth in this Agreement do not include any premium or consideration for insurance coverage of the Products and that Midpoint assumes no obligation to obtain or maintain such coverage on Client’s behalf.

8.6 Survival. The obligations set forth in this Section 8 shall survive the expiration or termination of this Agreement.

9. Indemnification

9.1 By Client. Client shall defend, indemnify, and hold harmless Midpoint and its officers, employees, and agents from and against all claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to the Products, Client’s breach of these Terms, or Client’s negligence or misconduct.

9.2 By Midpoint. Midpoint shall indemnify Client for third-party bodily injury or tangible-property damage caused solely by Midpoint’s gross negligence or willful misconduct.

9.3 The indemnified Party shall promptly notify the indemnifying Party of any claim and cooperate in its defense. Either Party may withhold consent to settlement if the settlement fails to include a full release of the indemnified Party.

10. Force Majeure

Expanded force-majeure clause retained in full (natural disaster, cyber, epidemic, etc.), ensuring coverage across all contingencies.

11. Warehouse Lien and Security Interest

Midpoint shall have a general warehouse lien, a continuing security interest, and rights of sale in all Products, together with any proceeds thereof, to secure all charges, interest, and expenses owed by Client. If any sum remains unpaid for thirty (30) days after written demand, Midpoint may sell or otherwise dispose of such Products in a commercially reasonable manner and apply the proceeds to amounts due, remitting any surplus to Client.

12. Confidentiality

Either party receiving confidential or proprietary information from the other agrees to use it only for business under these Terms and to protect it from unauthorized disclosure.

A breach of this obligation may entitle the disclosing party to injunctive or equitable relief.

13. Governing Law, Venue, and Dispute Resolution

13.1 These Terms shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to conflict-of-laws principles.

13.2 The Parties agree that the state and federal courts located in Kansas shall have exclusive jurisdiction over any suit or proceeding arising out of or relating to these Terms.

13.3 Arbitration and Mediation. Prior to instituting any litigation, the Parties shall in good faith attempt to resolve any dispute by mediation. If mediation fails, any dispute shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules by a single arbitrator licensed to practice law in the State of Kansas. Judgment on the award may be entered in any court of competent jurisdiction. Nothing in this Section prevents either Party from seeking equitable relief to protect confidential information or enforce a lien.

13.4 Each Party hereby waives trial by jury in any action or proceeding arising under or relating to these Terms.

14. Notices

All notices shall be in writing and deemed given upon personal delivery, certified or registered mail (return receipt requested), or electronic mail with delivery acknowledgment, to the addresses set forth in the applicable SOW or, if none, to Midpoint National, Inc., 1263 Southwest Boulevard, Kansas City, Kansas 66103.

15. Independent Contractors

The Parties are independent contractors. Nothing herein shall create any partnership, joint venture, employment, fiduciary, or agency relationship between them.

16. Miscellaneous

16.1 This document, together with any referenced SOW or rate schedule, constitutes the entire agreement between the Parties and supersedes all prior communications.

16.2 Midpoint may amend these Terms upon ten (10) days’ written notice. Continued use of Services constitutes acceptance of the amendment.

16.3 If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.4 Headings are for convenience only. No waiver of any breach shall constitute a continuing waiver.

16.5 All obligations that by their nature should survive termination (including payment, indemnity, confidentiality, lien, and limitation of liability) shall so survive.