Terms & Conditions
These Terms govern your use of RoadX 3PL’s warehousing and logistics services and website.
Effective Date: September 26, 2025 Last Updated: September 26, 2025
This document is for general informational purposes and is not legal advice. Please have counsel review and adapt to your operations and jurisdictions.
1) Introduction
These Terms and Conditions (“Terms”) are a legal agreement between RoadX 3PL Warehouse Service (“RoadX,” “we,” “us,” “our”) and any person or entity that engages RoadX for third-party logistics and warehousing services or uses our website at roadx3pl.co.site (collectively, the “Services”). By requesting, purchasing, or using the Services, you (“Client,” “you,” “your”) agree to be bound by these Terms.
2) Definitions
- Goods: Client’s products, materials, or property stored, handled, or shipped by RoadX.
- Order: A written or electronic request for Services (e.g., receiving, storage, pick/pack, outbound, returns).
- SOP: Agreed standard operating procedures for Client’s account.
3) Scope of Services
RoadX provides 3PL services that may include: inbound receiving, put-away, storage, inventory management, fulfillment (pick/pack/ship), cross-dock, kitting/light assembly, returns processing, and value-added services as agreed in writing. Any service not expressly listed in a quote, MSA, or SOP may be billed at then-current ad-hoc rates.
4) Quotes, Orders & Changes
- Quotes are non-binding estimates excluding accessorials, surcharges, carrier fees, fuel, duties/taxes, and extraordinary costs.
- Orders must be submitted via approved channels. RoadX may rely on information supplied by Client without independent verification.
- Changes to Orders or SOPs require mutual written agreement and may affect pricing, timing, and feasibility.
5) Rates, Billing & Payment
- Unless otherwise agreed, storage is billed monthly in advance (by pallet/bin/SKU/cubic measure) and operations are billed in arrears.
- Invoices are due upon receipt and payable within the stated terms. Late balances may incur the lesser of 1.5% per month or the maximum permitted by law, plus collection costs and reasonable attorneys’ fees.
- Carrier charges, re-deliveries, accessorials, and special projects are pass-through plus applicable handling fees.
- RoadX may suspend Services for non-payment.
6) Warehouseman’s Lien
RoadX has a general and continuing lien on any Goods and their proceeds for all charges, expenses, or advances incurred in relation to the Goods and any other amounts owed by Client. If amounts remain unpaid, RoadX may, after required notice, sell or otherwise dispose of Goods to satisfy the obligation and associated costs as permitted by applicable law.
7) Receiving & Handling
- Client must provide accurate ASN/packing lists. Discrepancies, damages, or concealed shortages will be noted at receiving when reasonably identifiable.
- RoadX may refuse unsafe, non-compliant, or improperly labeled/packaged Goods.
- Palletization, rework, labeling, and remediation are billable.
8) Storage, Inventory & Cycle Counts
- RoadX will use commercially reasonable care in storage and handling. Inventory accuracy targets and cycle count cadences, if any, will be defined in SOPs; investigative time and adjustments may be billable.
- Client must carry adequate owner’s interest insurance on Goods at all times (see Insurance).
- Abandoned Goods or long-term inactive SKUs may incur additional charges or disposal fees after notice.
9) Prohibited & Hazardous Goods
Unless expressly authorized in writing, RoadX does not accept hazardous materials, controlled substances, perishable or temperature-controlled items, high-value precious metals/gems, or items restricted by law. Client is solely responsible for classification, documentation, and regulatory compliance for all Goods.
10) Insurance
- Client Insurance. Client must maintain insurance sufficient to cover loss or damage to Goods while in RoadX’s possession, including theft, fire, water, and other risks.
- RoadX Insurance. RoadX maintains general liability and warehouse legal liability insurance in amounts it deems appropriate; coverage does not replace Client’s obligation to insure the Goods.
11) Limits of Liability
- RoadX’s liability for loss or damage to Goods is limited to the lesser of: (a) $0.50 per pound of lost/damaged Goods; (b) $50 per shipment or lot; or (c) the actual, provable, and mitigated loss, unless a higher value is declared in writing and additional charges are paid.
- RoadX is not liable for consequential, incidental, special, or punitive damages; loss of profits, market, or business; carrier acts/omissions; latent defects; inherent vice; force majeure; governmental actions; or Client’s packaging, labeling, or instruction errors.
12) Claims & Time Limits
- Visible shortages or damage must be noted at delivery/receipt. All claims must be submitted in writing with reasonable supporting documentation within 10 days of discovery and, in any event, no later than 60 days from the event.
- Any action arising out of the Services must be commenced within 9 months after the cause of action accrues.
13) Indemnification
Client shall defend, indemnify, and hold harmless RoadX, its affiliates, and personnel from any third-party claims, damages, fines, or costs arising from (i) the Goods; (ii) Client’s breach of these Terms; (iii) violation of laws; or (iv) negligence, willful misconduct, or misrepresentation by Client or its agents.
14) Compliance & Customs
Client is responsible for import/export classifications, customs, duties, and regulatory compliance. RoadX does not act as importer/exporter of record unless agreed in writing.
15) Force Majeure
Neither party is liable for delay or failure due to events beyond its reasonable control, including acts of God, labor disputes, epidemics, cyber incidents, utility failures, or governmental actions. Performance is excused for the duration and to the extent of the event.
16) Term, Suspension & Termination
- These Terms apply while Services are provided. Either party may terminate for material breach not cured within 30 days after written notice.
- RoadX may suspend Services for safety concerns, unlawful Goods, or non-payment.
- Upon termination, Client must promptly remove all Goods after paying all amounts due; storage and handling charges continue to accrue until removal.
17) Governing Law & Disputes
These Terms are governed by the laws of the state where the warehouse providing the Services is located, without regard to conflicts of laws. The parties consent to exclusive jurisdiction and venue of state and federal courts located in that state’s county where the warehouse facility sits. At RoadX’s option, disputes may be submitted to binding arbitration under the rules of the American Arbitration Association.
18) Changes to These Terms
We may update these Terms from time to time. Material changes will be indicated by updating the “Effective Date” above. Your continued use of the Services after changes become effective constitutes acceptance.