Terms of Service & Fulfillment Agreement

Adamant operates a third-party logistics (3PL) and fulfillment facility providing warehousing and handling services to commercial sellers, including: receiving and inspection; inventory counting, storage and reporting; FBA preparation and FNSKU labeling; polybagging, bundling and kitting; merchant-fulfilled (FBM) and direct-to-consumer pick, pack and ship; returns inspection and processing; and consolidation, palletizing and forwarding.

Adamant is an independent service provider. We are not affiliated with, endorsed by, or acting as an agent of Amazon, Shopify, Walmart, or any carrier or marketplace. Services are performed in accordance with the Client's written instructions and applicable marketplace or carrier requirements.

Adamant does not require prepayment or stored balances to begin work. Services are performed first and billed afterwards. Adamant issues an itemized invoice describing the services rendered, the quantities handled, the applicable rates from the published rate card or agreed quote, and the billing period covered.

Invoices are due and payable on the same day they are issued, unless a different term is stated on the invoice or agreed in writing. Invoices, their line items, and their payment status are visible to the Client at all times in the Client portal.

Accepted payment methods are credit or debit card and bank transfer. Payment instructions are provided with each invoice and in the Client portal. Payments made by bank transfer must reference the invoice number so that funds can be matched and receipted.

By submitting payment, the Client represents that it is the authorized holder of the payment method used and authorizes the charge for the invoiced amount. The Client agrees not to initiate a chargeback or payment dispute without first contacting Adamant in good faith through the in-portal ticket system to resolve the matter.

Services are billed according to the published rate card in effect at the time the work is performed, or according to a written quote provided to the Client. Adamant may revise the rate card from time to time; revised rates apply to work performed after the effective date of the revision and do not apply retroactively.

Oversized, overweight, hazardous, fragile or otherwise special-handling items may attract additional charges, which will be itemized on the invoice.

Invoices not paid by their due date may be marked overdue. Adamant may, after written notice, suspend further processing, shipping or release of the Client's goods until outstanding invoices are settled. Adamant may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

The Client represents and warrants that it owns, or is authorized to store and ship, all goods delivered to Adamant, and that such goods are lawful, accurately described, and are not counterfeit, stolen, perishable, or prohibited by law, by the applicable marketplace, or by the carrier.

Hazardous materials, firearms, ammunition, live animals, controlled substances, currency, and items requiring licensing that the Client does not hold are not accepted. Adamant may refuse, quarantine, return or lawfully dispose of any shipment that violates this Section, and the Client remains responsible for the associated costs.

The Client is responsible for providing accurate inbound notifications, SKU data, prep instructions and destination details. Adamant is not liable for delays, rejections, or additional fees resulting from inaccurate or incomplete Client information.

Title to and risk of loss of the Client's goods remain with the Client at all times. Adamant acts solely as a bailee providing storage and handling services and does not take ownership of Client inventory.

Adamant maintains inventory records and makes counts available in the Client portal. The Client is responsible for reviewing counts and reporting any discrepancy within ten (10) days of the record being posted.

Goods that remain unclaimed, or in respect of which invoices remain unpaid, for more than ninety (90) days may, following written notice to the Client, be deemed abandoned and may be disposed of or liquidated to recover outstanding amounts, to the extent permitted by applicable law.

Adamant maintains commercially reasonable general liability coverage for its facility and operations. Adamant does not insure the full retail or resale value of Client goods. The Client is responsible for maintaining its own inventory insurance if it requires coverage beyond the limits stated in Section 9.

To the maximum extent permitted by law, Adamant's total aggregate liability arising out of or relating to the Services shall not exceed the greater of (a) the total service fees paid by the Client to Adamant in the three (3) months preceding the event giving rise to the claim, or (b) the documented wholesale cost of the affected goods, and shall in no event exceed USD 10,000 per occurrence.

Adamant shall not be liable for indirect, incidental, special, consequential or punitive damages, nor for lost profits, lost sales, marketplace account suspensions, or storage-fee penalties imposed by third parties.

Adamant is not liable for loss or damage occurring in transit once goods have been tendered to a carrier, nor for events beyond its reasonable control including natural disaster, fire, flood, labor action, utility or network failure, or governmental action.

Any claim relating to damage, shortage or misprocessing must be submitted in writing through the Client portal within thirty (30) days of the relevant shipment or inventory record. Claims submitted after that period are waived.

This Agreement continues until terminated by either party on written notice. Upon termination, the Client shall settle all outstanding invoices and arrange removal of its goods within thirty (30) days. Storage fees continue to accrue until the goods are removed.

Each party shall keep confidential the non-public business information of the other party disclosed in connection with the Services, and shall use it only for the purpose of performing or receiving the Services.

This Agreement is governed by the laws of the State of New Mexico, United States, without regard to conflict-of-law principles. The parties shall attempt in good faith to resolve any dispute informally before commencing formal proceedings, and submit to the exclusive jurisdiction of the state and federal courts located in Colfax County, New Mexico.

The Client consents to Adamant maintaining electronic records of this Agreement, the Client's acceptance (including electronic signature, IP address, browser user-agent and timestamp), invoices and line items, payment records, and account activity. The Client agrees that such records constitute admissible evidence of the terms accepted, the services rendered, and the payments authorized, and may be provided to payment processors, financial institutions, auditors or authorities as reasonably required.

Adamant may update this Agreement from time to time. Material changes will be reflected by an updated version number and effective date, and the Client will be notified in the portal. Continued use of the Services after the effective date constitutes acceptance of the revised Agreement.

Questions about this Agreement may be directed to info@adamant.center, by telephone at +1 505-520-2725, or by mail to 100 Lincoln Ave, Raton, NM 87740, United States.