Warehouse Terms
Effective Date: February 14, 2026
Stord Warehouse Terms
These Warehouse Terms shall only apply to Stord Service Agreements in which Customer has elected to receive Warehouse Services from Stord. By executing the Service Agreement and accepting the Warehouse Services, Stord and Customer agree to these Warehouse Terms and the General Terms. Capitalized terms not defined herein are defined in the General Terms.
Stord may from time to time change these Warehouse Terms. Any changes are effective immediately upon posting on Stord’s website at Stord.com/warehouse-terms.
1. Definitions.
"Facility" means any storage or warehouse locations where Services are provided to Customer from time to time by Stord or the Stord Partner Network.
“Fees” means the fees set forth in the applicable Service Agreement or SOW in U.S. dollars (or such other currency as may be specified in the applicable Service Agreement or SOW) for Services provided by Stord to Customer and all charges or costs arising from Services.
"Goods" means the merchandise or property that the Customer tenders to Stord for Services.
“Parcel Services” means arranging for third-party motor carriers to provide transportation services of Parcels consigned to End Customers on behalf of Customer.
"Scope of Work" or "SOW" means a signed document or online order specifying the Services to be provided that is entered into between Customer, or any of their Affiliates, and Stord.
“Shipment” means any Goods, Parcels, or other property tendered by Customer to Stord for Freight Services or Parcel Services, whether transported via small parcel, less-than-truckload (LTL), full truckload (FTL), intermodal, or any other mode of transportation.
"Stord" means Stord, Inc. and its Affiliates.
"Stord Group" means Stord, Inc., as well as its Affiliates, Carriers, and the Stord Partner Network.
"Stord Partner Network" means third-party fulfillment or warehouse service providers contracted by Stord to provide Warehouse Services.
“Warehouse” means Stord and the Stord Partner Network that own, lease, and/or operate the Facilities.
"Warehouse Services" means the provision of logistics services in Facilities, including inbound receiving, storage, picking and packing, outbound fulfillment, and warehouse administrative functions related to Customer's Goods.
2. Acceptance. (a) In the event that Goods tendered for storage or other Services do not conform to the description contained in the applicable SOW, Warehouse may refuse to accept such Goods. If Warehouse accepts such Goods, Customer agrees to Fees as may be reasonably assigned and invoiced by Warehouse. (b) Any merchandise or property that the Customer tenders to Stord for Warehouse Services that is accepted by Warehouse shall constitute Goods under the Agreement. (c) Except to the extent Warehouse agrees to a minimum amount of Warehouse space in an SOW, Warehouse does not make any guarantees related to Facility space or storage capacity.
3. Shipping Requirements. (a) Customer shall provide advance notice of at least one business day for all inbound shipments to Warehouse, via an advanced shipment notification (ASN) or other comparable method agreed upon by Warehouse. (b) Customer shall not designate Warehouse as the consignee for any Goods under any bill of lading, or any other transportation contract, receipt, or delivery document. Under no circumstances will Warehouse be considered the consignee for purposes of identifying the “importer” under 21 U.S.C. § 384a. If, in violation of the terms of the Warehouse receipt or the Agreement, Goods are shipped and Warehouse is the named consignee, Customer agrees to notify the Carrier in writing prior to the arrival of such shipment, with a copy of such notice to the Facility. The notice shall specify that the Facility is in fact a warehouse that has no beneficial title or interest in such Goods. If Customer fails to notify the Carrier as the preceding sentence requires, Warehouse shall have the right to refuse such Goods and it shall not be liable or responsible for any loss, injury, or damage that arises out of or is in any way connected to such Goods.
4. Tender for Storage. (a) All Goods shall be delivered at the Facility properly marked and packaged for storage and handling. Customer shall provide a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other Services desired. Each item of Goods tendered by Customer to Warehouse for Services must have a unique, scannable barcode at the case level and be properly packaged and labeled. If a case does not have a unique, scannable barcode and/or is not properly packaged or labeled, then Warehouse reserves the right to re-tag, re-package, or re-label the affected items and charge the Customer’s Accessorial - General Labor Rate set forth in the applicable SOW. (b) Warehouse shall not be responsible for the condition the Goods arrive in prior to being tendered to Stord, including, but not limited to hidden, concealed, or latent defects in the Goods.
5. Storage Period and Charges. (a) The storage month begins on the date that Warehouse accepts custody and control of the Goods, regardless of unloading date or date of issue on the warehouse receipt. (b) Fees for a full month of storage will apply the month the Goods are received, and for each month thereafter, as set forth in the SOW. (c) Goods stored for longer than sixty (60) days, or such other period as set forth in the applicable SOW, may be subject to increased long-term storage Fees as determined by Warehouse in its sole discretion or as set forth in the applicable SOW.
6. Transfer, Termination of Storage, Removal of Goods. (a) Instructions to transfer Goods from Warehouse are not effective until delivered to and accepted by Warehouse, and all charges up to the time transfer is made are chargeable to Customer. If a transfer of Goods involves rehandling the Goods, such transfer will be subject to a charge, which will be agreed upon in writing. (b) Warehouse reserves the right to move, at its expense, after written notice (including email) is sent to the Customer, any Goods in storage from the Facility in which they may be stored to any other of Warehouse’s Facilities. (c) Warehouse may without notice move the Goods within and between any one or more of the warehouse buildings which comprise the Facility that Warehouse identifies. (d) Subject to local law, after termination of the Agreement, if Customer does not retrieve its Goods within ten (10) days, Warehouse may remove the Goods from the Facility and shall incur no liability by reason of such removal. (e) Upon expiration or termination of this Agreement, Warehouse shall be compensated in full for any Services performed through the effective date of expiration or termination.
7. Handling. (a) The handling charges set forth in the SOW cover the ordinary labor involved in receiving Goods at the Facility’s warehouse door, placing Goods in storage, and returning Goods to the Facility’s warehouse door. Additional expenses outside the scope of the SOW incurred by Warehouse in receiving and handling damaged Goods, and additional expenses in unloading from or loading into vehicles not at the Facility’s warehouse door, will be charged to Customer at the Accessorial - General Labor Rate. (b) Except for Stord-Caused Detention, Warehouse shall not be liable to Customer for any demurrage or detention, any delays in unloading inbound cars, trailers, or other containers, or any delays in obtaining and loading cars, trailers, or other containers for outbound or inbound shipment. “Stord-Caused Detention” is defined as detention charges actually incurred by Customer from a Carrier when: (i) the Carrier had an appointment with the Warehouse; (ii) the order is confirmed ready to ship; (iii) the driver checks into the Facility in the appointment window; and (iv) the trailer is in a condition that is ready to be loaded or unloaded. (c) Warehouse shall not be liable for chargebacks of any kind.
8. Hazardous Materials. (a) Customer shall comply with all applicable federal, state, and local laws and regulations relating to the transportation, storage, and handling of hazardous materials as defined in 49 C.F.R. §172.800, §173, and §397 et seq., and all other applicable regulations, to the extent that any Goods, Parcels, or Shipments constitute hazardous materials. (b) Customer shall immediately notify Stord in writing if any Goods, Parcels, or Shipments constitute hazardous materials, and shall provide all required documentation, safety data sheets, and proper classification information. Customer shall update all appropriate hazardous material flags and classifications in the item master and ensure all such information remains current and accurate. (c) Stord reserves the right, in its sole discretion, to refuse acceptance of, to return, or to dispose of any hazardous materials that were not properly disclosed or documented, all at Customer's sole cost and expense. (d) Customer shall pay Stord for all costs, expenses, fines, penalties, damages, and other charges of any kind incurred by Stord or any member of the Stord Group as a result of Customer's failure to comply with hazardous materials laws and regulations or failure to properly disclose, classify, or handle hazardous materials, including but not limited to regulatory fines, cleanup costs, legal fees, and third-party claims.
9. Extra Services. (a) Warehouse labor required for Services other than those set forth in the applicable SOW (i.e., out of scope services) will be charged to the Customer at the Accessorial - General Labor Rate. The “Accessorial - General Labor Rate” is an hourly rate set forth in the SOW and will be applied to Services requested by Customer that are not set forth in the SOW, including, but not limited to, compiling of special stock statements, reporting marked weights, cycle counts, serial numbers counts, or compilation of other data, or physical checks of Goods. (b) Warehouse may provide dunnage, bracing, packing materials or other special supplies, at a charge in addition to Warehouse’s cost, as specified in the applicable SOW. (c) Warehouse may take physical inventories and cycle counts of Goods as requested by Customer, at Customer’s expense based on the Accessorial - General Labor Rate.
10. Minimum Charges. A minimum handling charge or minimum storage charge per month will apply if set forth in the applicable SOW or otherwise agreed upon by the Parties in writing.
11. Liability and Limitation of Damages. Customer declares that Stord’s liability for any loss, damage, theft, or destruction of Goods is limited to the lesser of: (a) $0.50 per pound per article; or (b) the General Liability Cap set forth in the General Terms. At Customer’s written request and expense, such per-pound liability may be increased on part or all of the Goods upon mutual written agreement of the Parties, which agreement shall specify the increased valuation and any additional fees associated therewith. Notwithstanding the foregoing, the limitations set forth in this Section 11 shall not apply to the extent any loss, damage, theft, or destruction of Goods is caused by Stord’s gross negligence or willful misconduct, in which case Stord’s liability shall be limited to the General Liability Cap set forth in the General Terms. This Section 11 is subject to, and does not exceed, the General Liability Cap.
12. Standard of Care. (a) Warehouse shall not be liable for any loss or damage to Goods tendered, stored, or handled, however caused, unless such loss or damage occurs while in the custody and control of Warehouse and resulted from the failure by Warehouse to exercise such care in regard to the Goods as a reasonably careful person would exercise under like circumstances (“Standard of Care”); Warehouse is not liable for damages which could not have been avoided by the exercise of such Standard of Care. (b) Where loss or damage occurs to Goods in Warehouse’s custody or control, for which Warehouse is not liable, Customer shall be responsible for the cost of removing and disposing of such Goods and the cost of any environmental cleanup and site remediation resulting from the loss or damage to the Goods (if any).
13. Warehouse Services Claims. (a) Warehouse Services claims by Customer for loss or damage to Goods must be presented in writing to Stord within a reasonable time, and in no event later than the earlier of: (i) sixty (60) days after removal of the Goods from the Facility; or (ii) sixty (60) days after Customer is notified by Stord that loss or damage to part or all of the Goods has occurred. Each claim must contain sufficient information to identify the Goods affected, the basis for liability, and the amount of the alleged loss or damage, together with all supporting documentation and evidence. Stord shall have no obligation to consider any claim that does not comply with the requirements of this Section 13(a). (b) No lawsuit or other action may be maintained by Customer or others against Stord for loss or damage to the Goods unless: (i) a timely written claim has been submitted in accordance with Section 13(a); and (ii) such lawsuit or other action is commenced no later than the earlier of: (A) nine (9) months after the date of removal of the Goods from the Facility; or (B) nine (9) months after Customer is notified that loss or damage to part or all of the Goods has occurred. (c) This Section 13 states Customer’s sole and exclusive remedy for any claim related to loss or damage to Goods.
14. Liability for Mis-Shipment. Warehouse shall have no liability for any mis-shipment of Goods except as expressly agreed upon in an applicable Service Level Agreement between Customer and Stord, if any.
15. Temperature and Humidity Levels. Unless otherwise agreed to in writing by Warehouse, Warehouse does not represent, warrant or guarantee that any Warehouse Facility will maintain a specific temperature range or humidity level, nor shall Warehouse be liable for any fluctuations.
16. Shrinkage Allowance. The limitation of liability referred to in Section 11 shall be Customer’s exclusive remedy against Warehouse for any claim or cause of action whatsoever relating to loss, damage, and/or destruction of the Goods and shall apply to all claims, including inventory shortage and disappearance claims. Warehouse will be liable for loss of Goods due to inventory damage, shortage, or disappearance of Goods only if (a) Customer establishes such loss occurred because of Warehouse’s failure to exercise the Standard of Care under Section 12; and (b) such loss is greater than 0.5% of the total value of inventory of Goods tendered to the Warehouse during the applicable measurement period (“Shrinkage Allowance”). The Shrinkage Allowance shall be calculated on a rolling twelve (12) month basis, or for the actual period of performance if less than twelve (12) months. Any presumption of conversion imposed by law shall not apply to such loss and a claim by Customer of conversion must be established by clear and convincing evidence that the Warehouse converted the Goods to the Warehouse’s own use. For purposes of this Section 16, the “Shrinkage Allowance” shall be calculated as follows: (Sum of the Absolute Variance in Units) ÷ (Units On Hand + Units Received During Time Period).
17. Right to Store Goods. Customer represents and warrants that Customer is lawfully in possession of the Goods and has the right and authority to store the Goods with the Stord Group. Customer further represents and warrants that Customer will not use the Services to store Goods that are illegal, or that are dangerous, hazardous, harmful, or unsafe unless Customer has provided prior written notice to Stord in accordance with Section 8 and Stord has agreed in writing to accept such Goods.
18. Accurate Information. (a) Customer represents and warrants to Stord that there are no known potential health, safety, and/or environmental hazards associated with the storage and handling of the Goods that have not been disclosed to and acknowledged in writing by Stord. (b) Customer is responsible for providing Warehouse with an item master and making sure all item master data is accurate and complete. The item master shall include SKU, description, dimensions, weights, photo image, pack definitions, and unit of measure conversions. (c) Customer will provide Warehouse with information concerning the Goods, which is accurate, complete, and sufficient to allow Warehouse to comply with all laws and regulations concerning the storage, handling, and transporting of the Goods, including, if applicable, safety data sheets.
19. Non-Circumvention. Customer agrees to refrain from any direct or indirect contact or solicitation of any member of the Stord Partner Network without the involvement or consent of Stord. During the Term of the Agreement and for a period of one (1) year after, Customer and its Affiliates shall not directly or indirectly solicit the provision of Services from any Stord Partner Network or Warehouse where: (a) the availability of actual or potential Services from the Stord Partner Network Facility first became known to the Customer as a result of Stord; or (b) where the Customer was actually provided Services by the Stord Partner Network Facility as a result of Stord. Any actual or reasonably suspected violation of this Section 19 shall be grounds for termination of the applicable Agreement by Stord with thirty (30) days’ prior written notice to Customer, provided Customer fails to cure such violation within such notice period. Customer agrees that money damages may not be a sufficient remedy for any breach of this Section 19, and that, in addition to all other remedies, Stord shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach. Customer shall reimburse Stord for all reasonable attorneys’ fees and costs incurred by Stord in enforcing this Section 19. Customer expressly acknowledges that this Section 19 is necessary to protect the legitimate business interests of Stord and is reasonable under the circumstances.
20. General and Specific Warehouse Lien. Warehouse shall have a general and specific warehouse lien on all Goods of Customer in Warehouse’s possession or control for all lawful charges for Services and in relation to the Goods under this Agreement, regardless of whether a specific receipt is issued. Warehouse reserves the right to exercise its lien rights under the terms of any applicable law and/or agreement between the Customer and Warehouse. Warehouse may enforce this lien if Customer is in breach of the Agreement, including by prohibiting the removal of some or all of such Goods until all Fees owed to Warehouse are paid in full, and in the event any amounts are past due by more than sixty (60) days, by disposing of some or all of the Goods through a public sale, private sale, donation to a non-profit charity, or by having them delivered to a commercial landfill. If Warehouse disposes of Goods through a public or private sale, any surplus from the sale, after deduction for all sums owed to Warehouse (including unpaid Fees, costs of sale, and other amounts owed), shall be transmitted to Customer; if the proceeds do not fully satisfy all amounts owed to Warehouse, Customer shall remain liable for the deficiency. If Warehouse donates Goods or disposes of them in a commercial landfill, Customer shall be liable for all costs associated with such donation or disposal, and Warehouse shall have no liability to Customer for the manner in which the Goods are donated or disposed. Unless expressly stated otherwise in writing, Warehouse will not subordinate its lien to any lender, financial institution, or any other third party.
21. Access to Goods. Customer must provide at least two (2) business days’ notice to Stord via service@stord.com when requesting to visit a Facility. Customer shall not visit a Facility unless Stord has approved such visit, and such visit does not disrupt the Warehouse’s operations.
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