These standard terms describe how accepted customer goods move through inbound receiving, storage, outbound fulfillment, Orders, returns, billing, and final inventory exit. An order form or other written service acceptance identifies the customer, pricing, service levels, and binding agreement.
Agreement and Scope
This Warehouse and Storage Service Agreement governs physical receiving, storage, inventory handling, fulfillment, packing, returns, and related warehouse services that Omnaris accepts for a customer. It becomes binding only through the acceptance process identified in the applicable order form, statement of work, account onboarding, or other written service approval.
The accepted order form, service schedule, pricing schedule, prohibited-items policy, billing and refund policy, data-retention policy, Terms of Service, and Privacy Policy are part of the agreement. A specifically negotiated term controls over this standard agreement for the same subject.
Inbound Delivery
The customer must create an accurate inbound plan before delivery, use the assigned warehouse and delivery instructions, package goods for safe transport and handling, and provide readable labels, carrier information, and tracking. An inbound plan is a notice, not proof of physical receipt.
Unless an accepted service schedule says otherwise, the customer bears inbound transportation, customs, duties, taxes, demurrage, inspection, redelivery, and noncompliant-delivery costs. Omnaris may schedule, delay, refuse, or assess additional handling for unplanned, unsafe, mislabeled, mixed, oversized, or materially inaccurate deliveries.
Receiving, Inspection, and Counts
Inventory becomes warehouse-received only when Omnaris records the physical receiving operation. Carrier delivery, a customer-entered status, or an expected quantity does not create inventory. Omnaris may rely on case, pallet, weight, or unit counts only when the accepted service level permits that method.
Receiving records may identify accepted, damaged, quarantined, short, over, unexpected, or unidentifiable units. Omnaris may photograph, isolate, reconcile, or request instructions for discrepancies. The customer must review receiving results and report a claimed discrepancy within the period stated in the applicable service schedule or claims policy.
Storage and Inventory Control
Omnaris may select and change suitable warehouse locations and may use staging, shelving, bins, totes, cartons, pallets, or other operational containers. Location labels support physical work and do not guarantee a dedicated or segregated area unless a written service term requires it.
System balances reflect recorded physical operations, reservations, holds, damage, quarantine, returns, adjustments, and shipments. The customer may not treat dashboard data as a substitute for required accounting, insurance, recall, lot, expiry, or regulatory records. Cycle counts, special handling, relabeling, kitting, disposal, or reconciliation may incur agreed charges.
Outbound Fulfillment
An outbound request first enters the fulfillment process. Omnaris reserves available inventory, picks units into a transfer tote, verifies the picked contents, packs one shipping box under the current standard workflow, records required parcel details and proof, and explicitly hands the packed parcel to Orders. The customer request does not become a normal shipping parcel before that handoff.
Omnaris may reject, hold, or request correction for insufficient or quarantined stock, invalid recipient or product data, unsupported packaging or destination requirements, missing customs information, prohibited goods, nonpayment, suspected fraud, or another operational exception.
Packing and Materials
Omnaris selects commercially reasonable packaging and materials for the accepted service unless the customer has purchased and supplied approved written packaging instructions. Special inserts, branded materials, gift presentation, hazardous-goods packaging, fragile handling, photo verification, or repacking require prior acceptance and may carry additional fees.
Weights and dimensions recorded during warehouse work may control carrier and service charges. Carrier remeasurement, address correction, oversize, remote-area, fuel, customs, return, and other post-shipment adjustments may be charged to the customer as allowed by the pricing and billing terms.
Carriers, Customs, and Delivery
After fulfillment handoff, Orders controls rate selection, billing release, label and tracking, carrier tender, shipment, and delivery status. Omnaris may use the requested service or a reasonably comparable authorized service as permitted by the order form. Estimated rates and delivery dates are not guarantees unless expressly stated in writing.
Carriers, postal operators, customs authorities, and delivery partners control their independent networks and decisions. The customer is responsible for lawful recipient, commodity, value, classification, origin, tax, duty, license, and customs information and for charges assigned to it under the service schedule.
Returns, Holds, and Disposition
Returned goods require an authorized return record or other accepted instruction. Omnaris may receive, inspect, restock, quarantine, remove, return, or dispose of goods according to the customer's authorized disposition, the product's condition, applicable law, and the service schedule. A returned item is not available inventory until the physical return and disposition are recorded.
Goods subject to recall, safety concern, legal hold, dispute, contamination, suspected counterfeit, payment hold, or missing instructions may be isolated and withheld from fulfillment. Storage and handling charges may continue while goods remain in Omnaris custody.
Fees, Deposits, and Payment Holds
The customer must maintain the balance, payment method, deposit, or credit arrangement required by its pricing schedule. Enigma is the authoritative ledger for balances, invoices, adjustments, refunds, disputes, and service charges. Omnaris may hold receiving, fulfillment, release, shipment, return, disposal, or account closure activity for overdue or insufficient amounts where the agreement and law permit.
Storage, minimums, labor, packaging, postage, carrier adjustments, special projects, inspection, returns, disposal, taxes, duties, and pass-through expenses are charged as described in the accepted pricing and billing terms. A quote is not binding pricing unless the applicable written document says it is.
Risk, Insurance, and Claims
The customer must maintain insurance appropriate for its goods, business interruption, product liability, recall, inbound transportation, storage, and outbound transportation unless a signed agreement expressly assigns a specific coverage obligation to Omnaris. Omnaris insurance, if any, does not replace customer coverage or guarantee payment of a claim.
Shortage, damage, loss, mis-shipment, carrier, and billing claims must include the relevant reference, SKU, quantity, value, evidence, and timing required by the service schedule or carrier. The customer must preserve packaging and other evidence when requested and reasonably cooperate with investigation and recovery. Claim deadlines and any declared-value or liability limits require express written approval and applicable-law review.
Compliance and Customer Responsibility
The customer is responsible for its products, product safety, labeling, warranties, taxes, licenses, sales, marketing claims, consumer notices, recalls, sanctions, export/import compliance, and rights in submitted data and content. Omnaris does not become the seller, manufacturer, importer of record, merchant of record, or product owner merely by providing warehouse services unless a specific signed agreement expressly assigns that role.
The customer will reasonably cooperate with safety, recall, regulatory, customs, fraud, carrier, and incident investigations and reimburse Omnaris for authorized costs caused by inaccurate disclosures, noncompliant goods, or customer instructions as allowed by the agreement and law.
Access, Data, and Confidentiality
Warehouse access is limited to authorized personnel and scheduled visitors under Omnaris safety and security procedures. Customers do not have unrestricted access to storage or work areas. Inventory instructions must use approved dashboard, API, support, or written channels.
Each party will protect the other's nonpublic business information using reasonable safeguards and use it only for the agreement, except for information lawfully public, independently developed, already known without restriction, or required to be disclosed. Personal information is handled under the Privacy Policy and any applicable data-processing terms.
Term, Suspension, and Inventory Exit
The agreement begins and ends as stated in the accepted order form or service approval. Omnaris may suspend affected work for safety, prohibited goods, legal requirements, suspected fraud, material breach, system risk, or payment default. When practical and lawful, Omnaris will notify the customer and identify a path to resume or exit.
On termination, the customer must pay outstanding amounts and provide timely, lawful instructions and funds to ship, transfer, return, or dispose of remaining goods. Account closure does not transfer title or erase storage, handling, transportation, disposal, claims, or record-retention obligations. Any warehouse lien, sale, abandonment, or disposal remedy may be used only as expressly agreed and permitted by applicable law after required notice.
Service Limits and Events Beyond Control
Service warranties, liability limits, exclusions, and remedies must be read with the applicable order form and mandatory law. Neither party is responsible for delay caused by events beyond its reasonable control, including severe weather, disaster, fire, epidemic, labor or transportation disruption, utility or network failure, government or customs action, civil unrest, war, terrorism, or provider outage, except for obligations that cannot lawfully be excused.
The affected party must use commercially reasonable efforts to reduce the impact and resume performance. Payment remains due for services already performed and authorized third-party costs already incurred.
Notices, Changes, and Acceptance
Operational notices may be delivered through the dashboard, account email, support ticket, or another agreed channel. Formal legal notices, governing law, venue, dispute procedure, assignment, and signature rules are stated in the accepted order form or negotiated agreement.
Omnaris may propose an updated standard agreement for future or continuing services. A material update applies only through the notice and acceptance process allowed by the existing agreement and law. Questions may be submitted to support@omnarisfulfillment.com; do not send passwords, payment-card details, API secrets, or other credentials by email.
This standard agreement requires qualified legal and insurance review before production acceptance, including the contracting entity, warehouse locations, pricing schedule, claims deadlines, declared-value rules, liability limits, lien language, notice address, governing law, venue, and signature process.
