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Supplier Service Agreement
This Supplier Agreement (the "Agreement") is entered into between Barn Depot, CIFTCI L.L.C., a Florida Limited Liability Company established and existing under the laws of the State of Florida, with its principal place of business at Miami Gardens, Florida (hereinafter referred to as the "Supplier"), and Customer. The Customer and the Supplier shall collectively be referred to as the "Parties."
As used in this Agreement, "we," "us," and "Supplier" means the applicable Supplier Contracting Party and any of its applicable Affiliates, and "you" and “Customer” means the customer of the services (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using a Service as a business) and any of its Affiliates.
1. Scope of Goods and Services:
The supplier agrees to provide service by accepting the shipment, boxing, labeling, storage and delivery to the address that you provided for the shipping to be made. The customer shall pay the supplier the fees for the Goods/Services as follows: Shipping costs, depot service, boxing and labelling, including any applicable taxes, fees, or additional charges.
1.1. storage. The Supplier will securely store shipments made by the Customer in a designated storage area. The Supplier will exercise care to maintain the condition of the stored items. 
1.2. Unboxing, Re-Boxing and Labeling: Upon request by the Customer, the Supplier will unbox and label the stored shipments for proper identification and organization. In cases where re-boxing is required or requested by the Customer, the Supplier will carefully and securely re-package the items before delivery. The Supplier will use appropriate packaging materials to ensure the safety and integrity of the items during transportation. 
2. Payment and Pricing:
The Customer shall make payments for the Goods/Services according to the pricing outlined in the Schedule of Rates attached here to this agreement. Payment shall be made on should any additional charges arise after the purchase, the customer is required to settle the payment promptly; failure to do so will result in a denial-of-service provision. The Customer acknowledges the Supplier's lack of responsibility for any damages that might arise during storage or delivery owing to factors beyond the Supplier's control.

3. Delivery Terms:
The Supplier will facilitate the delivery of the labeled shipments, including any re-boxed items, to the specified delivery addresses provided by the Customer. The Supplier will utilize appropriate transportation methods to ensure the safe and timely delivery of the items.
3.1. Delivery Place of Supplier.  The Customer shall deliver the Goods/Services to the Supplier's specified location.
3.2. Delivery Schedule. The Supplier shall diligently adhere to the delivery schedule, ensuring the timely and secure transportation of the stored items to the locations specified by the Customer. The Customer shall be responsible for any additional shipping costs.
4. Term and Termination:
4.1. Term. The term in this Agreement will commence on the Effective Date and remain in effect until terminated pursuant to this Agreement (the “Term”). The validity of the date shall commence upon acceptance of the terms outlined in this agreement.
4.2. termination. Either Party may terminate this Agreement with seven day notice period, written notice to the other Party in the event of a material breach of the terms of this Agreement. The supplier shall terminate the Customer's use of any Services immediately if the Supplier determines that the service may be used for deceptive, fraudulent, or illegal activity.
4.3. Effect of Termination. Upon the Termination Date: a) All of Customer's rights under this Agreement immediately terminate; b) Customer remains responsible for all fees and charges Customer has incurred through the Termination Date; All sections in this agreement will continue to apply in accordance with their terms.
5. Warranty Disclaimers:
5.1. Supplier Warranties. The Supplier makes no warranties, express or implied, regarding the Goods/Services, including but not limited to any warranties of merchantability or fitness for a particular purpose. The Customer acknowledges that the Goods/Services are provided "as is" and "with all faults." 
5.2. Customer Warranties. The Customer warrants that the information as to count, weight, description and condition of the goods set forth on any delivery document is accurate and complete and may be relied upon by the Supplier. The Customer acknowledges and agrees that Supplier has no obligation to verify the quantity, content, condition or quality of the goods delivered to the Supplier for storage and reshipment. The Customer further warrants that all individual packages, pieces and items are clearly marked. 
6. Indemnification:
The Customer shall indemnify and hold harmless the Supplier from any claims, damages, or property damage out of or related to the use of the Goods/Services.
7. Waiver of Liability and Assumption of Risk:
7.1. Waiver of Liability. The Customer acknowledges and agrees that using the Services provided by the Supplier involves certain inherent risks, including, but not limited to, risks associated with storage, unboxing, labeling, re-boxing, and delivery of items. The Customer hereby waives, releases, and discharges the Supplier, its officers, directors, employees, agents, and affiliates (collectively, the "Released Parties") from any and all liability, claims, demands, actions, or causes of action arising out of or related to the Services, including, but not limited to, any injury, loss, damage, or expense incurred during the course of using the Services.
7.2. Assumption of Risk. The Customer acknowledges and assumes all risks, including the risk of personal injury, property damage, and financial loss, arising from the use of the Services. The Customer voluntarily chooses to use the Services with a full understanding of the associated risks.
7.3. Limitation of Liability. The Supplier will not be liable (whether in agreement, warranty, tort (including negligence, product liability, or other theory) to the customer or any other person for the cost of cover, recovery, or recoupment of any investment made by the customer or the customer's affiliates in connection with this agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages incurred out of or relating to this agreement, even if supplier has been advised of the possibility of those costs or damages .
8. No Liability for Supplier Regarding Bills of Purchases. The Customer acknowledges and agrees that the Supplier shall have no liability whatsoever regarding the bills, payments, or financial transactions related to the purchases made by the Customer. The Supplier shall not be responsible for any disputes, claims, or issues arising from the Customer's purchases or financial obligations. THE CUSTOMER ALSO ACKNOWLEDGES THAT ALL THE PURCHASES MADE TO DELIVER TO THE SUPPLIER WILL BE BILLED IN THE CUSTOMER'S NAME.
9. Intellectual Property:
Any intellectual property rights associated with the Goods/Services, including but not limited to patents, trademarks, and copyrights, shall remain the exclusive property of the Supplier.
10. Entire Agreement:
This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, negotiations, or understandings, whether written or oral, relating to the subject matter hereof.
11. Assignment:
The customer cannot assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void and causes a material breach of the agreement.
12. Claims:
The Customer shall notify the Supplier in writing of any loss, damage, shortage, failure to deliver and/or misdelivery of goods within three (3) business days after the discovery by the Customer of such loss, damage, shortage, failure to deliver and /or misdelivery. The Customer must retain and permit the Supplier to inspect the goods relating to such claim. Any arbitration proceeding must be commenced within three (3) months following the date such claim arose. Failure to comply with any of the foregoing shall preclude the Customer from maintaining any claim or suit against the Supplier.
13. Governing Law and Dispute Resolution:
13.1. Applicable Law. The Agreement and the rights and the obligations of the Parties under it will be governed by the Florida Law (without regard to conflict of laws or rules)
13.2. Dispute Resolution. Any controversy or claim arising out of or relating to this agreement or the breach thereof shall be determined by adjudication by the International Center for Dispute Resolution in accordance with its International Arbitration Rules.  The tribunal will consist of three arbitrators. The seat of the arbitration will be Miami, Florida, USA. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof.
14. Miscellaneous:
14.1. Force Majeure. The supplier will not be liable for any delay, damage, loss or any failure to perform any of its obligations under this Agreement by reasons, events or other matters beyond our reasonable control, including, without limitation, acts of God, earthquakes, floods, hurricanes, tsunamis, fire, catastrophe, acts of war, civil or military disturbances, acts of terrorism, sabotage, strikes, work stoppages, lockouts, accidents, nuclear catastrophes, epidemics, pandemics (as defined by the World Health Organization) or other medical crisis, sanctions, embargoes, confiscation, seizure, government actions, insurrections, riots, civil commotions and loss of electrical or other sources of power.
14.2. No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
14.3. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to give effect to the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.
14.4. No Waivers. The failure by a party to enforce any provisions of this Agreement will not constitute a present or future waiver of such provision nor limit such party’s right to enforce such provision at a later time.
14.5. Customer Returns. You will be responsible for and will accept and process returns of, and provide refunds and adjustments for, any Goods in accordance with the Agreement (including the applicable Service Terms and Program Policies).
15. Definitions:
For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:
15.1. Affiliate. The term “Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
15.2. customer. The term “Customer” means a person (if registering for or using a Service as an individual) or the entity you represent (if registering for or using a Service as a business) and any of its Affiliates.
15.3. services. The term "Services" refers to the storage, unboxing, labeling, re-boxing, and delivery of items as detailed in Section 1 of this Agreement.
15.4. Storage Fees. The term "Storage Fees" refers to the charges levied by the Supplier for the storage of items.
15.5. Delivery Schedule: The term "Delivery Schedule" refers to the timeline for delivering the labeled and re-boxed items to the specified delivery addresses.

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