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July 28, 2008

We welcome you to primebin.com, which is owned and operated by PRIMEBIN Solutions (collectively, the “Website”, “we”, or “our”). Please review these Terms of Service, by which we provide shipping and order fulfillment services (the “Services”) and which are a binding agreement that governs your use of the Website and our Services. By using or visiting the Website or using the Services, you ("you" or "your") agree to that you have read, understand, and agree to abide by these Terms of Service.  These Terms of Service may be revised by us from time to time, with or without notice; therefore, you should regularly review them. In addition, if the revised version of these Terms of Service includes a change which materially and adversely affects your rights, we will provide you with prior notice by posting notice on the “Company News” page of the Website.

If you do not wish to be bound by these Terms of Service (“TOS”), please leave the Website.  If you remain on the Website or use the Services, and/or on your subsequent returns, you agree to abide by these TOS. OUR ACCEPTANCE OF THESE TOS IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO EVERYTHING HEREIN, TO THE EXCLUSION OF ALL OTHER TERMS.  

1. Privacy Policy

The Terms of Service include the Privacy Policy located at   http://www.primebin.com/privacyPolicy , which is incorporated by this reference, and governs your use of the Website. You agree to our collection, use and sharing of your information as set forth in the Privacy Policy.

2. Customer Relationship

Our relationship with you will be that of an independent contractor and nothing in these TOS should be construed to create a partnership, joint venture, or employer-employee relationship. PRIMEBIN accepts your shipments and makes shipments on your behalf to third parties. From time to time PRIMEBIN acts as your agent with respect to the custody of your goods. You shall retain title to your goods while they are under PRIMEBIN’s care, custody or control. PRIMEBIN is a shipping broker and not a shipping carrier. PRIMEBIN does not have control of or liability for the carriage of any of your goods.

In the event of a conflict between these TOS and the terms on any air waybill, bill of lading or other transit documentation set forth by your carrier, the carrier’s terms will control. If a term or condition is not stated within the carrier’s terms, these TOS shall control. We reserve the right, in our sole discretion, to refuse any incoming or outgoing shipment at any time.

By using the Website and the Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Services does not violate any applicable law or regulation, including those governing packing, marking and labeling for all shipments; (d) you are over the age of majority in your governing jurisdiction, or at least 18 years old; and (e) you are a resident of Canada or U.S.A., or have received our prior express written consent to use the Services. The TOS apply to all users of the Website and/or Services, regardless of the country in which they reside. If any portion of the TOS is unenforceable in your country, then you are in breach of the| TOS and are forbidden from using the Services. It is your responsibility to determine if any portion of the TOS is unenforceable in your jurisdiction. 

Your access to the Services may be blocked and your account may be terminated without warning, if PRIMEBIN believes that you are in violation of these TOS.

3.  Identity Authentication

By using the Services, you authorize PRIMEBIN, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report or verifying your information against third party databases or through other sources.

4.  Restricted Activities

As a Website and/or Services user, you agree not to:

· Breach these TOS, a carrier agreement,  or any other agreement that you have entered into with PRIMEBIN;

·  Infringe PRIMEBIN’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;

· Act in a manner that is defamatory, libelous, unlawfully threatening or unlawfully harassing;

· Refuse to cooperate in an investigation or provide confirmation of identity;

·  Attempt to receive funds from both PRIMEBIN and a seller, carrier, or credit card company for the same shipment;

· Use an anonymizing proxy;

· Conduct your business or use the Services in a manner that results in or may result in complaints, refused shipments, returns, disputes, claims, reversals, charge-backs, fees, fines, penalties and other liability to PRIMEBIN, another user, a third party or you;

·  Use your account or the Services in a manner that PRIMEBIN, or any of its service providers reasonably believe to be an abuse of the credit card system or a violation of credit card association;

· Allow your account to fall below the amount required to carry out your fulfillment services;

· Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;

· Facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;

· Use any robot, spider, other automatic device, or manual process to monitor or copy our Website without our prior written permission; or

· Take any action that may cause us to lose any of the services from our internet service providers, shippers, or other suppliers.

In the event that you engage in any restricted activity or otherwise breach these TOS, PRIMEBIN may limit, suspend or close your accounts, limit your access to the Services, seek to correct incorrect information provided by you, contact banking institutions, credit card issuers, and law enforcement agencies, take legal action, and/or freeze funds in your account.

5.  SERVICES

5.1 Receiving Requirements

PRIMEBIN has strict receiving requirements. If these requirements are not met, you may incur AN additional $25 fee PER INBOUND SHIPMENT NUMBER (ISN) OR PRIMEBIN may simply refuse or return any IMPROPER shipment, at your cost.

Proper shipments include the following:

1.     Delivery date and time are accurately scheduled

2.     An ISN number is available for each ‘Send to Warehouse’ request generated in the ControlCenter

3.     A vendor packing slip is present and clearly identifies each item in the ISN

4.     The SKU quantities mentioned on the packing slip match those physically arriving. (Back-ordered items are treated as separate shipments and will need a new ISN number)

5.     Dimensions and weights entered into the Product List match the actual

6.     Arriving shipment is free and clear of all duties and customs charges

In addition to the foregoing requirements, PRIMEBIN will not accept any of the following goods:

1.                              Flammable/combustible items: explosives, acid, lighter fluid, gasoline,
explosives, firecrackers, fertilizers, paints, matches, car batteries,
nail polish and remover, liquid bleach, charcoal, kerosene, pool
chemicals, paint thinner, motor oil, weed killer, ammonia, pesticides,
cleaning fluid, propane, lamp oil, chemistry items, aerosols etc.;

2.               Poisonous items or pesticides;

3.               Firearms and weapons;

4.               Items requiring a temperature controlled environment;

5.               Perishable food items;

6.               Plants and crops;

7.               High value items;

8.               Pirated materials (e.g., movies/video games/software);

9.               Stolen goods;

10.             Drugs/alcohol/tobacco;

11.             Goods (or goods containing materials) classified by the Government of
Ontario as ‘Dangerous Goods’ under the /Dangerous Goods Transportation
Act – R.R.O 1990; or

12.             Any items otherwise deemed unfit for storage by or objectionable to PRIMEBIN.

If PRIMEBIN does not accept your items, they will be returned to the sender at your expense.

5.2 Incoming Shipments

Incoming shipments to PRIMEBIN are your responsibility and that of your carrier until they are inducted into the PRIMEBIN system and show up on the Website. PRIMEBIN accepts numerous daily deliveries by carriers that often require one signature for the entire carrier load dropped off. Although PRIMEBIN personnel may sign off on the receipt of shipment that does not mean that the full shipment has been accounted for and accepted by PRIMEBIN. Once PRIMEBIN receiving personnel sort out the shipments, they may discover quantity discrepancies made by you, your vendor or the carrier. PRIMEBIN will only induct the inventory it physically receives. All shipping disputes are to be resolved by you or your designated agents and your carrier. If PRIMEBIN becomes aware of items which have been damaged during shipping, we will notify you via email.

PRIMEBIN will not accept liability for any items that have not been processed and inducted into the PRIMEBIN inventory tracking system available for view through the Website.

All goods shipped to PRIMEBIN must be free and clear of all liens, customs charges, inspections and clearances. PRIMEBIN is only a storage provider and does not act as a consignee. Any of your shipments arriving with customs duties or other fees due will be billed to your account with a 25% penalty fee on the total amount.

5.3 Security/Access to Inventory

Rest assured that your goods are under 24-hr electronic and video surveillance at all times, but for the safety of inventory of all clients and insurance purposes, once a shipment is received by PRIMEBIN, it is unavailable for inspection, exchange or pickup. You must submit a standard order for shipping if you wish to move your goods to another location. Sending a third party to pick up GOODS, or coming to pickup GOODS yourself, ARE NOT optionS.

5.4 Packing and Marking Requirements.

You must comply with all applicable local, provincial and federal laws, including those governing packing, marking and labeling for all shipments. Shipments must be prepared or packed to insure safe carriage with ordinary care in handling. Prior to sending a large quantity of merchandise to PRIMEBIN, we strongly recommend you check your product packaging and labeling.

5.5 Defective Product or Packaging.

PRIMEBIN does not supply shipping records (i.e. packing slip, bill of lading, etc). You should request any shipment records from your carrier or vendor. In some cases, PRIMEBIN may be able provide a scanned copy of the required paperwork (for a $4.00 administrative charge) if requested and if PRIMEBIN received it. PRIMEBIN has the right to refuse, dispose or return any product we think will be unfit, dangerous, or interferes with PRIMEBIN’s normal operations. You are responsible for any additional labor or shipping required to handle, dispose or return such goods. PRIMEBIN may reasonably determine that pre-packaged goods require additional packaging so that the goods will be protected while in transit. These additional packaging charges will be billed to your account as PRIMEBIN reasonably deems fit.

5.6 Outgoing Shipments

5.6.1.Application of Rates and Charges

Rates and service quotations will be based upon the information provided by you, but final rates and service may vary based upon the shipment actually tendered. Charges will be assessed at the rates effective the day the shipment is accepted by us.  The costs to transport goods are dependent upon carrier space and weight limitations. Thus, bulky shipments requiring considerable space are often charged a dimensional weight. Each shipment tendered to us is charged according to the actual weight or the dimensional weight, whichever is greater. Dimensional weight is always rounded up to the next whole pound or kilogram, and calculated on the sum of the dimensions for all pieces contained in the shipment.

5.6.2.Additional Fees

Fees related to customs and security, failed pickup or delivery, labor and waiting time may be assessed additional charges and may incur additional transit day(s).

5.6.3.Quotations

Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by us to you are for informational purposes only and are subject to change without notice and shall not under any circumstances be binding upon us unless we in writing specifically undertake the handling or carriage of the shipment at a specific rate.

5.6.4 Conditions of Transportation

Except as otherwise provided for herein, PRIMEBIN assumes no obligation to commence or complete transportation of a shipment within any specific period. PRIMEBIN will determine the routing of any shipment not routed by you, including the mode of transportation used, and may use air transportation, ground transportation, ocean transportation or any combination thereof in providing shipping services. PRIMEBIN reserves the right to divert any shipment (including use of other carriers) in order to facilitate its delivery. The carriage charges for a shipment will be based on the corresponding rates scale, calculated using the origin to destination, plus the addition of all applicable additional charges.

           5.4. Carrier

PRIMEBIN reserve the right to use alternate carriers or services that provide comparable service levels, as determined by PRIMEBIN. In these cases, pricing will remain as initially quoted. PRIMEBIN reserves the right to modify service levels and carrier options at any time.

           5.5.Undeliverable Shipments/Returns.

It is your responsibility to submit deliverable orders, and to ensure returns are handled properly. All client instructions to PRIMEBIN must be in writing via email, fax, or via manual order entry or automatic data upload into the Website fulfillment control panel. PRIMEBIN is not responsible for loss resulting from client order entry errors, incorrect ship via codes, COD or insurance entry errors, file upload errors or mechanical breakdown, common carrier failures or other events that are outside the control of PRIMEBIN. Any shipped items returned by the carrier (because they were refused, contained wrong address) will be subject to a SKU search and restocking fee ($5.00 per 1-item returned order + $2.50 per additional item).

6.  FEES

6.1 Storage Fees

Storage fees are calculated at a rate of $0.50/cubic feet based on the highest amount of storage space occupied in a given month. Storage space is calculated at the end of each day. Days with 0 Cubic feet are excluded. Storage space occupied on the 31st is carried over as starting balance of the beginning of the following month. PRIMEBIN reserves the right to change its fees and ship reimbursement rates at any time. Fees are listed on the PRIMEBIN website, at www.primebin.com/pricingunder the Fee Schedule.

6.2Shipping Fees

PRIMEBIN pays your shipping fees as they occur, as well as any fees for additional services you request. Each of these fees is debited from your PRIMEBIN account balance on or about the day of activity. Fees are listed on the PRIMEBIN website, at www.primebin.com/pricing.

6.3 Handling Fees

For Basic Outbound Orders, for each order (of one item) there is a fee of $2.00 + $0.50 for additional items and a packaging fee of $0.50 per item. Over-sized items (over 12” x 12” x 6” in packaged dimensions or over 20 lbs in weight), there is a $1/item surcharge for handling and $1/item surcharge for packaging.

6.4 Additional Services

Additional services are offered on a ‘Per-Order’ basis or through Special Warehouse Projects (SWP). Labor for special projects will incur fees at the rate of $22.00/hr. All additional services fees are outlined in the fee schedule at www.primebin.com/pricing.

6.5 Shipping charges

At the time of shipment, charges are calculated based on product measurements, weights, and origin/destination postal/zip codes. The selected rate is charged to the client’s account. Shipping charges include Fuel Surcharges. However, any additional charges assessed by the carrier after-the-fact will be assessed and billed to the client accordingly.

PRIMEBIN has the right to use alternate carriers or services that provide comparable services times at our discretion. PRIMEBIN has the right to modify service levels and carrier options at any time. International shipments may require customs fees to be paid by the end recipient of the product. The expectation of such charges needs to be communicated by you to your end recipient, and are not the responsibility of PRIMEBIN.

6.6 GST

All charges are subjected to the 5% Canadian Federal ‘Goods and Sales Tax’ (Commonly known as the G.S.T.) PRIMEBIN’s G.S.T Registration number is 801298951RT0001.

           6.7 Refunds

Refunds will only be provided for services that we fail to completely provide. Nonetheless, PRIMEBIN does not guarantee that any service will be provided in a specific time period.  All requests for refunds must be made with no sooner than 3 days after you place an order but no later than 10 days from when you placed the order. If we cannot ship your order, we will notify you via e-mail and refund any associated pre-paid charges. All charges are non-refundable once the actual activity (i.e. Storage, handling, shipping, etc) has already occurred.

7.  Pre-paid accounts

PRIMEBIN will operate using prepaid accounts funded by the client for the appropriate amounts. Clients are responsible for ensuring that their accounts have available funds at all times while doing business with PRIMEBIN. If there is activity initiated at any point without sufficient account balance, and insufficient charge of $35.00 is incurred onto the client’s account. Additionally, the account activity and physical inventory will freeze your account until the outstanding charges have been paid.

8.  Disputing Charges

Prepaid accounts are funded in aggregated amounts to pay for several small transactions. When following the credit card company’s dispute process, the credit card company can only dispute the entire charge (i.e. balance deposits into the PRIMEBIN account). To dispute PRIMEBIN specific account transactions, clients must agree to first follow PRIMEBIN’s internal dispute resolution process before contacting your credit card company. To dispute a specific charge, please send an e-mail to billing@primebin.com.

9.  Closing an Account

Fulfillment projects may be canceled by you or by PRIMEBIN at any time by written notice with the understanding that PRIMEBIN will be compensated in full for any work or services performed prior to cancellation, plus the cost of any special goods or services purchased for the fulfillment program, and the cost of returning unused merchandise back to you. It is understood that PRIMEBIN has the right to hold all OF YOUR inventory until all outstanding invoices have been satisfied.

You may close your account with us at any time by clicking the “Contact Us” link on the bottom of any Website page, clicking the Service option, and requesting the account be closed. Upon account closure, PRIMEBIN will cancel any pending transactions and will mail a cheque of the remaining balance to your provided mailing address within 3-4 weeks. All of your goods must be depleted from inventory before a request for account closing is granted. Remaining inventory must be shipped out through an order to a location of your choice using the one of the available PRIMEBIN shipping methods. It is your responsibility to provide PRIMEBIN with instructions for disposition of excess or abandoned goods and PRIMEBIN is entitled to reasonable storage charges for such merchandise in its care. If the client fails to respond to a PRIMEBIN email disposition request or fails to pay applicable storage charges, PRIMEBIN may liquidate or destroy the stored material without recourse to you.

10. Intellectual Property

PRIMEBIN owns and retains the proprietary rights in the Website and the Services. You agree to grants to PRIMEBIN a license to use the trademarks, logos or artwork owned by you solely for the purpose of displaying such licensed marks in order to carry out the Services.

11. Warranty Disclaimer

YOU EXPRESSLY AGREE THAT USE OF THIS WEB SITE AND THE SERVICE IS AT YOUR SOLE RISK. THERE IS NO WARRANTY THAT YOUR ACCESS TO OR USE OF THE WEBSITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; OR THAT ANY PARTICULAR RESULTS MAY BE OBTAINED BY USE OF THE WEBSITE OR THE SERVICE. THE WEBSITE AND THE SERVICE IS MADE AVAILABLE ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE.

PRIMEBIN does not have any control over funds that are collected for products shipped with our Service and PRIMEBIN cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction. PRIMEBIN will make reasonable efforts to ensure that requests for receiving or shipping merchandise are processed in a timely manner but PRIMEBIN makes no representations or warranties regarding the amount of time needed to complete processing because our Services are dependent upon many factors outside of our control.

12. Exclusion of Damages

PRIMEBIN WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) OR ANY DAMAGES WHATSOEVER THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE WEBSITE OR THE SERVICES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF PRIMEBIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

13. Limitation of Liability

PRIMEBIN is not liable for your goods while they are in transit at any point. Any disputes with carriers are your responsibility. Once we receive a shipment from you, only quantities that are accepted into the system and show up on the Website are valid. It is your responsibility to carry adequate carrier insurance on your goods. You shall retain risk of loss for your goods while under PRIMEBIN’s care, custody and control. All items damaged, missing, or altered during transit need to be addressed by your carrier. Once goods have been entered into the inventory tracking system and inducted into the PRIMEBIN facility, your goods are covered under PRIMEBIN’s commercial property insurance. Protection will be limited to the coverage for named perils mentioned within the policy (i.e., Fire, Windstorms, Falling Objects, Burglary and Theft). If one above mentioned events occurs, you will allow our insurance adjusters time to conduct their due diligence. Compensation for loss of goods by PRIMEBIN is limited to the applicable payment for your goods paid out under our insurance policy. Clients waive the right to pursue any further compensation outside of the insurance company’s payout. Aside from the above mentioned “named perils” covered by the insurance policy, any loss of goods due to damage or shrinkage while the goods are under PRIMEBIN control will be shared between you and PRIMEBIN as a 70/30 percentage split based on the product value entered by you. PRIMEBIN has the right to independently reassess the item values given. PRIMEBIN will credit the client 30% of the value of item(s) to their respective PRIMEBIN account.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF DAMAGES, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY THE LAW OF SUCH JURISDICTION. IN ADDITION, BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, THE DISCLAIMERS SET ABOVE MAY NOT APPLY TO YOU.

14. Indemnity

You agree to defend, hold harmless, and indemnify us from and against any and all claims, fines, fees, penalties, claims, charge backs, damages, costs, debt, losses, liabilities, obligations, and expenses arising from your use of and access to our Website and the Services; any violation of by you of these TOS; any violation by you of any third party right; any claim levied against you; or your violation of any applicable laws, rules or regulations. 

15. Governing Law; Venue and Jurisdiction

These Terms of Use and the relationship between you and the Website shall be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada, without regard to its conflict of law provisions.  Arbitration held in Toronto,Canada shall be the exclusive dispute resolution process used by the parties hereto. Each of the parties hereby knowingly, voluntarily and intentionally waives any right it may have to a trial by jury in respect of any litigation.  All claims filed or brought contrary to this paragraph shall be considered improperly filed and a breach of these TOS. Should you file a claim contrary to these TOS, PRIMEBIN may recover attorneys’ fees and costs provided that PRIMEBIN has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

16.Force Majeure

Neither party shall be responsible for non-compliance with any of the obligations under these TOS if, and only to the extent that said non-compliance is due to an act of God or force majeure, including but not limited to, invasion, fire, strike by employees or carriers, war, terrorism, act of government, laws or regulations, or any other act of nature or man that is outside the control of the parties and for which no blame or fraud can be imputed.

17.  Miscellaneous

No failure or delay by us in exercising any right, power or privilege under these Terms of Use will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these TOS. The invalidity or un-enforceability of any provision of these TOS will not affect the validity or enforceability of any other provision, all of which will remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Service or these TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these TOS are for convenience only and have no legal or contractual effect. These TOS represent the entire understanding of the parties regarding its subject matter, and supersede all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. These TOS are binding upon and shall ensure to the benefit of both parties and their respective successors, heirs, executor, administrators, personal representatives and permitted assigns. You shall not assign your rights or obligations hereunder without our prior written consent. You agree that PRIMEBIN may provide notice to you by posting it on our website, emailing it to the email address listed in your account, or mailing it to the street address listed in your account. Such notice shall be considered to be received by you within 24 hours of the time it is posted to our website or email to you unless we receive notice that the email was not delivered. If the notice is sent by mail, we will consider it to have been received by you three Business Days after it is sent. You may request a paper copy of any legally required disclosures and you may terminate your consent to receive required disclosures through electronic communications by contacting PRIMEBIN. PRIMEBIN will charge you a records request fee of $ 5.00 to provide a paper copy. Notice to PRIMEBIN must be sent by postal mail to: Primebin Solutions, 586 Gordon Baker Rd, Toronto, Ontario,Canada M1V5E3. All communications will be posted on the PRIMEBIN website under the “Company News” section, or communicated via email to the address provided. We have the right to close an account if consent to receive electronic communication is withdrawn by the client. You can access your full shipping history and Balance at any time by logging into your account. All references in these TOS to dollar amounts are to Canadian dollars.

 

 

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