Terms & Conditions

Our Definitions.

Last Updated 23.12.23.
Terms and Conditions for working with Warehow.
These terms and conditions outline how Warehow operates, and what you need to know and do to work efficiently with us, and importantly avoid any unnecessary pain points or additional fees.
If we need to make any changes to these terms and conditions during a contractual period for either operational or legal reasons, we will always consult with our clients fully in advance of making such changes.

1. Working with Warehow
Whne using Warehow services you warrant that all information you submit to Warehow is accurate, and you will advise Warehow of any changes to this information in a timely manner. These terms and conditions form the basis of the relationship between us and when you contract to use our services both you and we agree to be bound by what they say.

2. Product Ownership
By utilising Warehow services you are confirming that you have the right to sell all the products or merchandise that you are selling in each territory or country where you are trading, and that you are agreeing to indemnify Warehow in relation to any losses and costs resulting from unauthorised sales.

3. Public liability insurance
By using Warehow services you warrant that you have obtained and are maintaining, at your own expense, Public Third-Party Liability insurance, of at least £1million per claim and product liability insurance. Insurance cover must be maintained by You for at least 12 months after the expiration of your agreement to use Warehow services.

4. Confidentiality
By using Warehow services you agree that all correspondence between you and Warehow or Warehow personnel is and will remain confidential unless agreed otherwise by both parties in advance.

5. Product Exclusions

1. There are some products that we will not be able to store or dispatch for safety reasons or due to courier restrictions. Although these restrictions can vary by courier and territory the Royal Mail Restricted Product pages give excellent general guidance. If you have any doubts about products that are not listed, please contact us. Warehow reserves the right to change product exclusions without prior notice, but we will use reasonable endeavours to have current guidance available on Warehow.com. If you send us merchandise from the restricted products list without prior agreement then you will be responsible for the costs of handling and returning these products to you, or, if necessary, the costs of safe product disposal.
2. You agree not to send to Warehow any merchandise that may breach international trade restrictions, sanctions, or agreements, or sell in or to any territories where such restrictions apply.

6. Legislative Labelling Requirements
If you are sending merchandise to Warehow that has specific labelling requirements for the products to be compliant with legislation within the territories where you are planning to sell, you are responsible for complying with such labelling requirements. You must ensure that all products are correctly and individually labelled before sending this merchandise to the Warehow hubs. You will be solely liable for any costs, fines or penalties resulting from incorrectly labelled merchandise and agree to full indemnify Warehow for any associated losses, costs and/or fines.

7. Acceptance of Merchandise into Warehow

1. Your stock is only accepted into Warehow once the delivery has been checked and accepted by the Warehow team, and any delivery discrepancies are then re-checked. Warehow will notify you within three working days of the receipt of your delivery of any discrepancies (or advise of any delays in processing). For the avoidance of any doubt the stock quantities used to manage your stock holdings at Warehow and calculate stock loss will be the stock quantities advised after taking delivery discrepancies into account.
2. You acknowledge and agree that if you supply your product in cartons or boxes containing multiples of the same item then the Warehow team may not always check each box or carton at the time of stock intake. If subsequently Warehow finds that there are cartons that do not contain the stated quantities, then Warehow reserves the right to amend the stock intake quantities accordingly (up or down as required) without such amendments being counted as part of the Warehow stock loss allowance. In such instances the Warehow team will notify you within three days.

8. Product prices
It is important that we know the value of your product to ensure (a) adequate insurance cover, (b) that higher risk products are stored appropriately, and (c) we can audit any potential stock loss. We understand that you may sell the same product on different channels at different prices, so we ask that for UK product you provide us with a genuine RRP. If you are selling internationally at any point with dispatch from the UK, we will need to access the actual selling price data directly from your selling channel to support customs paperwork.

9. Stock loss in Warehow
When using Warehow services you agree that a warehouse stock loss allowance of 1.0% of value is built into Warehow operating terms (excluding courier lost in transit which is covered separately). Any stock loss incurred by Warehow above 1.0% may be charged by you to Warehow (at proven and documented product cost prices (not retail price)) with cost prices capped at an individual item level to a maximum of 40% of the inc vat RRP. Stock loss will be measured over the shorter of either the term of your contract with us or 12 (twelve) months. At the expiry of 12 (twelve) months from the commencement date, stock loss calculations will be reset to zero.

10. Deliveries to and collection from Warehow

1. All deliveries must always be booked with Warehow in advance. We usually require a minimum of 7 days’ notice, but the earlier you book your inbound delivery the more likely you are to get your preferred slot.
2. Deliveries are allocated a 60-minute delivery arrival slot. If your delivery arrives after this time Warehow will do its best to accept the delivery within the next 90 minutes (within our Hub operational hours). If your delivery arrives more than 2.5 hours after the start of your scheduled ‘slot’ we reserve the right to refuse the delivery (although Warehow will endeavour to accommodate late deliveries, where possible). If your delivery is running late, please notify us at the earliest opportunity.
3. Please note that frequent late deliveries may result in notification that you are breaching our operating T&Cs, with a request to remedy.
4. At least 3 hours prior to any scheduled delivery arriving, you must inform Warehow of the delivery company being used.
5. All stock delivered to Warehow must be securely palletised and be delivered by a vehicle from which either a forklift or pallet truck can safely unload. If your deliveries cannot be palletised, acceptance of your delivery must be agreed, in writing, by Warehow before you book a delivery. All stock being collected from Warehow will also be palletised (unless agreed in advance) and Warehow will only load this stock onto suitable vehicles that can accept palletised stock.
6. On collection of stock from Warehow no breaking down of pallets will be permitted on Warehow premises or property.
7. All vehicles delivering to or collecting from Warehow hubs must be in roadworthy condition and have loading/unloading capabilities that are safe for our team to use. At our sole discretion Warehow reserves the right to reject any vehicle if we, at our sole discretion, believe health and safety requirements may be breached. We will not be responsible for any costs incurred as a result of any such rejection, howsoever arising.
8. Whilst delivery drivers or their associates are on Warehow property they agree to be fully subject to Warehow site regulations. Please note that drivers may be asked to leave their vehicle keys in a secure Warehow key safe whilst vehicles are being unloaded.
9. Warehow will not accept demurrage costs for delays at our facilities, howsoever arising.

11. Cancellation or rescheduling of deliveries.
If you should need to cancel a delivery, please endeavour to provide at least 72 hours’ notice.

12. Booking Additional Deliveries
Inbound deliveries will be accepted in line with the schedule we agree with you in advance. If you need to book additional deliveries above this level, then we require a minimum of 4 working days’ notice. We cannot always guarantee to have capacity to accept additional deliveries, but we will use reasonable endeavours to accommodate your requests.

13. Rework Fees
If you have product that needs reworking, we can provide a price on request.

14. Delivery Pre-Receipt documentation

1. Prior to acceptance of your deliveries, we will need an electronic ‘pre-receipt’ document at least 24 hours in advance. The pre-receipt must clearly detail, your delivery reference number, unique product barcode (EAN), the per item quantity being delivered, the item general category, item description, item size (either clothing size) or Length (cm), Width (cm), Depth (cm) for non-fashion, and item weight (kg), RRP (£) and an indicator if the product is hanging storage or flat shelf storage. If you intend your product to be sold outside of the UK, we will also need the customs HS code and country of origin. If the core product data you supply to us does not contain enough detailed information for export paperwork you may be asked to provide additional information. We will also need to know if the product contains batteries, aerosols, liquids, or any other contents which may require specialised storage, packaging or labelling for dispatch.
2. If you provide us with all the required data for your products at least 72 hours prior to your initial delivery then we can accept simplified delivery pre-receipt documentation consisting of a spreadsheet detailing your delivery reference number, unique product barcode/EAN and per item quantity being delivered. We will still require this electronically 24 hours before your delivery arrives.
3. If your delivery arrives and we have not received an electronic delivery pre-receipt document, then we will be unable to process your delivery until the electronic pre-receipt document is received. If you repeatedly fail to provide electronic pre-receipt documentation this may result in notification that you are breaching our operating T&Cs, with a request to remedy. If for exceptional reasons, such to be determined by us at our sole discretion, you cannot provide delivery pre-receipt documentation then upon request and at the discretion of the Warehow team, we may be able to manually record your delivery, but in these instances, we will charge an additional 25p per unit fee.

15. Product and Carton labelling
All merchandise delivered to Warehow must be supplied clearly labelled and with a scannable unique bar code identifier on each item which matches the data supplied on the delivery pre-receipt spreadsheet.

16. Unlabelled Product
If you send product to us that is not individually barcoded, then we’ll charge a 50p per item fee for barcode labelling provided that we can identify the product based on the item information and pre receipt documentation. If you would like the Warehow team to manage all of your barcode labelling, then please discuss this with us prior to commencement of deliveries.

17. Product Packaging: Minimum requirements for storage
For fashion items the minimum packaging requirement is:- a protective sleeve and hanger for all hanging garments, and suitable sealed protective packaging for flat merchandise. Unless agreed in advance no Merchandise will be accepted at the Warehow hub without the suitable packaging required to prevent the product from getting dirty or damaged. If in doubt, please contact the Warehow warehouse team who will talk you through the requirements.

18. Product packaging for dispatch
Please note that our base outbound pricing fee includes the cost of Warehow supplying a suitable mailing bag and address label to you. If your merchandise requires additional packaging or boxing, then we will add the additional costs of such packaging to your invoices.
If you are sending us boxed items that you want to be over boxed for final mile delivery then you need to inform us in advance. We try to minimise packaging waste and environmental impact, so our standard approach is not to over box if the product packaging looks suitable for withstanding a courier journey. We simply apply the courier label directly to your product box. Packaging Fees

19. Oversize items
If you send us merchandise that is oversized (see schedule one for details) then we will charge a £1 per item fee for processing this stock and making it ready for collection at your expense, with a minimum fee of £15 ex vat per collection to be invoiced upon collection. Storage of oversize items pending collection will be charged at £5 per pallet or part pallet per week or part week. Warehow reserves the right to dispose of oversize items not collected after 5 weeks and we will not be liable for any losses or costs arising from such disposal.

20. Stock and Order feeds from your sales channels
You agree that the for the channels for which you require Warehow to fulfil orders there will be access to suitable electronic data feeds for stock and order data to be transferred to and from Warehow to facilitate the processing of stock updates from Warehow to the sales channel and the processing of orders by Warehow.

21. Storage fees
For Pro+, Enterprise and Enterprise+ clients You will be charged fees for storage in line with the pricing shown on warehow.com. For corporate level clients you will be charged storage as outlined in our finalised agreement with You. The charges will be based on your stock holding on the last working day of the calendar month.

22. Multi item orders
Warehow will use best endeavours to dispatch multi-item orders in the fewest packages deemed sensible at the time of packing.

23. Reverse flow and returns.
Where Warehow manage direct from customer returns for your merchandise, fees will be charged as detailed in our finalised agreement with You. Any pre-screened returns received from a selling channel partner will be charged as standard intake items and not returns. If any pre-screened returns need relabelling or re-bagging the costs of the labels and bags used will be passed on to you. Where Warehow are asked to facilitate the collection of returns from a selling channel partner the cost of collection will be charged to you.

24. Lost or cancelled sales.
If an item of stock has damage at the time of pick, or cannot be found, this may result in an unfulfilled sale. You agree not to hold Warehow liable for refunds or cancellations associated with any lost sales in such circumstances.

25. Cancellation of sales due to unforeseen issues.
Warehow will use reasonable commercial endeavours and best practice to maintain an accurate stock file, but where there are sales cancellations or refunds due to operational or technical issues or events beyond Warehow’s reasonable control (such as inter channel systems latency causing stock availability issues) then you agree that Warehow will not be liable for any lost sales resulting from such cancellations or refunds.

26.Weather related and force majeure events.
Warehow will use reasonable commercial endeavours to keep its hubs open and operational. However, if because of a Force Majeure, Warehow cannot operate fully you agree to indemnify Warehow from any liability related to losses, costs incurred, or impacts on sales channels performance metrics. Warehow will always use best endeavours to notify you of any such issues in a timely manner.

27. Lost in transit.
Unless Warehow agrees otherwise with you, in advance, all of your orders will be delivered in the UK by tracked courier. Warehow is responsible for your merchandise whilst at Warehow hubs but once your merchandise is handed over to the courier company (at point of loading courier vehicles collecting from Warehow) the merchandise becomes the responsibility of the courier company. If a parcel is lost in transit by a courier we will process the lost parcel claim at your request, for an administration fee of £3 ex vat. Any proceeds from the claim (less the administration fee) will be credited to your Warehow account. If a courier company does not for any reason accept or settle the claim you agree that Warehow is not liable for parcels lost in transit. For information regarding the claims process for non-UK sales please contact the Warehow team for details as this will vary by territory. You agree that Warehow will not be held liable for any loss incurred in relation to parcels due to be delivered outside the UK and lost in transit.

28. Complaints
You agree that if you have any dispute concerning our operation that you will notify us immediately the issue becomes apparent.

29. We may at our sole discretion terminate or place your account on hold at any time if:

1. You have an outstanding account balance or fees for 14 or more days;
2. You are in breach of any term of this agreement;
3. We suspect that you are about to commit a breach of this agreement; or
4. You become or we have good reason to believe that you are about to become insolvent.

30. Account closure & notice periods
If you wish to close your account with Warehow, you must contact us via email to accounts@warehow.com at least 90 days prior to the end of this contract term or any subsequent term. If notice is not served by you a new minimum term of 6 months will automatically begin on expiry of the initial term, and at the expiry of each subsequent term, continuing unless or until notice is served.

31. Offboarding, exit costs and legislative suspensions.

1. You acknowledge we have the right to impose an offboarding fee which will vary based on the stock inventory you hold with Warehow. The fee covers the cost for preparing your stock for collection, generating your final balance and closing your account, and will be charged per unit at the ‘variable costs outbound bulk despatch fee’ detailed in schedule one, plus any costs for pallets, pallet shippers or other stationery and packaging required to adequately prepare your goods for collection.
2. You acknowledge it is your responsibility to collect all your stock when offboarding, there are no exceptions for leaving your stock with Warehow.
3. You acknowledge it is your responsibility to arrange the collection of your stock when offboarding.
4. You acknowledge that your account balance must be settled in full prior to being able to close your Warehow account and collect your stock.
5. You will have 14 days to collect all of your stock from the collection ready date provided to you, during which there will be no storage fees. Failure to collect within this period will result in storage fees being applied to your account at £5 per pallet or part pallet per week or part week.
6. You acknowledge Warehow may not agree or be able to cater for all requests and instructions specific to the preparation or re-work of your stock for collection. We will provide a pallet level inventory for all stock collected.
7. You acknowledge there will be no further preparation or rework of stock after it has been prepared and is ready for collection.
8. If you fail to collect your stock within 45 days from the stock collection date, you agree to Warehow selling, recycling, or disposing of the uncollected stock. Any costs incurred as a result of taking such action will be charged to your account accordingly.
9. In the event that there are outstanding Fees owed to Warehow we will freeze your account and fulfilment services until resolved. In the event the matter is not resolved we may sell your goods and first use the proceeds to discharge any outstanding fees and other charges due to us or costs incurred in connection with such sale. If the proceeds of sale are insufficient to discharge your outstanding liability to us then you will remain liable for the balance and we may take any action we consider necessary to recover the outstanding amounts.
10. If instructed by Trading Standards or any other government body or institution to stop shipping some or all of your orders, we will follow their instruction and stop your account and also fulfilment services as deemed necessary to be in full compliance.

32. All invoices will be supplied via email from Warehow. Payment terms are 30 days from invoice date (The ‘Due Date’). Invoices related to Warehow services will be invoiced monthly, and invoices related to courier charges for corporate level clients will be invoiced weekly.

1. Late payment: If you have an outstanding account balance or fees for 14 or more days then Warehow may at their sole discretion suspend your account. If you are having difficulty meeting your payment deadline, then please contact the Warehow team at the earliest opportunity.
2. Any invoices paid later than 10 days after the Due Date will be subject to interest at the rate of 2% above the Santander Bank plc base rate, calculated on a daily basis from 10 days after the invoice Due Date.
3. Future cost increases: On 1st April 2024 and each subsequent 1st April the element of Fees relating to labour, including returns processing, will be increased by the latest % increase in the UK minimum wage for employees aged 23 or over. This increase will apply to costs for inbound and outbound labour and the labour elements of returns processing and offboarding costs.
4. Storage fees per unit will increase each April by RPI inflation at the end of the prior month rounded to £0.0025 (Quarter of one pence).
5. Warehow may at our sole discretion review any other Fees including, but not exclusively, subscription fees, offboarding fees and labelling fees at each contract term renewal.
6. Courier fees and surcharges: For corporate level clients, you agree that we will pass on to you all courier fees and surcharges (including fuel surcharges) and redelivery rates associated with delivering your orders. We will add a 4% administration fee to such Fees. For Pro+, Enterprise and Enterprise+ clients we will pass on any non-standard delivery charges we are charged in addition to the basic delivery costs (which are already covered in you per item fee) plus a 4% admin fee.

33. Other costs & services

1. Warehow will always endeavour to keep fees at a competitive level, but if prices from our suppliers increase (including, but not exclusively, couriers and packaging suppliers) Warehow reserves the right to pass on these price increases to you in full, after 14 days’ prior notification to you in writing.
2. Warehow reserves the right to charge fees for additional services not included in the standard Services. In such instances we will always notify you in advance and fully agree such fees before commencing any additional services.
3. All pricing shown is ex VAT unless otherwise specified.

34. Our colleague’s welfare
Abusive, threatening, or violent behaviour, howsoever and wherever occurring, towards our personnel will be deemed a material breach of this agreement. We will, at our sole discretion, take such steps in relation to such behaviour as we deem appropriate.

35. Definition of Week
We operate in calendar weeks operating Sunday to Saturday. For billing purposes an activity occurring part way through a week will then be counted as a full week.

36. Intellectual property
Either we or our business partners or affiliates own all the information and intellectual property on Warehow.com. You will not copy or use any of that information or intellectual property unless we give you the right to do so.

37. Links to other websites

1. We do not control any of the websites we link to, and we are not responsible for the content of such websites. We disclaim liability for any losses which result from you using them or the information contained within them.
2. Where we link to another site it does not mean that we endorse or recommend that site. We will do our best to maintain working links, but we can never guarantee that a link will work. If you find any link we offer to be offensive, please let us know and we will consider removing it. Please inform us if you find broken links. Thank you.

38. Operative Law

1. These terms and condition, and any dispute or claim arising out of or in connection with them (including any non-contractual disputes or claims), shall be governed by the laws of England. The courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions (including any non-contractual disputes or claims)
2. Partnership/Joint Ventures – we and you agree that any agreement with Warehow for our fulfilment services does not form the basis of any partnership or co-venture.
3. These terms and conditions supersede any previous terms and conditions between you and us in relation to the matters dealt with in them and represent the entire understanding between us.
4. Warranties – all parties acknowledge and agree that in entering into any agreement with Warehow for our fulfilment services that they have not entered into this Agreement in reliance on anything said or promised by the other which is not detailed in these terms and conditions.
5. If any provision, or part of a provision, of these terms is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of the agreement between the parties, and the legality, validity or enforceability of the remainder of the provisions shall not be affected, unless otherwise required by operation of applicable law.
6. Notices – if either you or we need to give formal notice to the other it must be done by email to the email address each of us gives to the other from time to time.

39. Duties and VAT on stock originating outside of the UK
When Warehow limited contracts with You, You confirm that all stock delivered into Warehow will be delivered DDP (Delivered Duty Paid) unless otherwise agreed by both parties in writing in advance, and you confirm that you (or your selling channel partner) will pay all VAT due to HMRC on all UK sales where under the terms of this agreement Warehow are fulfilling the merchandise associated with these sales.
Where applicable this will require the importer of record for your merchandise to have a UK Vat registration and GB EORI number.
Warehow is accredited to operate under the HMRC UK Fulfilment House Due Diligence Scheme and can supply our FHDDS Unique Reference Number if required by You to support VAT compliance.

40. Liability
Notwithstanding anything to the contrary in these terms and conditions, we will not, except in respect of death or personal injury caused by our negligence, be liable to you by reason of any representation or implied warranty, condition or other term or any duty at common law, or under any express term, for any indirect or consequential loss or damage (whether for loss of profit or otherwise and whether occasioned by our negligence or that of our employees or agents or otherwise) arising out of or in connection with any act or omission by us.

41. Data Protection
Both parties agree to

1. comply with their respective obligations under all applicable data protection and privacy legislation connected to the services and this agreement (“Data Protection Legislation”);
2. implement appropriate technical and organisational security measures to protect systems and data (including personal information)
3. notify the other party, without undue delay, of any incident impacting data or systems in a material manner such that performance of the services under this agreement will be affected; or actual or reasonably suspected unauthorized access to, acquisition of, loss or disclosure of data, including personal data related to the agreement, of which the party becomes aware (a “Security Incident”). A party who suffered a Security Incident will make its best efforts to identify and remediate the cause of such Security Incident. In the event of a Security Incident the parties will fully cooperate and keep each other informed of developments in resolution of such Security Incident.
4. provide support and assistance to the other party, for the other party’s fulfilment of any breach notification duties under Data Protection Legislation, in relation to personal data.
5. If any material breach of the Data Protection Legislation is not remedied within 30 days of written notice from the other party, this gives grounds to the other party to terminate this agreement with immediate effect.