Terms and conditions for a warehousing and fulfilment business

A fulfilment business stores, picks and ships other people's stock, and is judged on stock counts that rarely reconcile exactly and carriers it does not control. The terms have to define storage as a licence, put the goods at the owner's risk, set inventory tolerances and service levels, handle carriers and returns, secure the charges on the stock, and deal with a customer who leaves or stops paying. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Third-party logistics, warehousing, fulfilment and e-commerce logistics businesses in England and Wales storing stock and fulfilling orders for online retailers, brands and wholesalers. These are business-to-business terms.

What matters in warehousing and fulfilment terms

Storage as a licence and goods at the owner's risk

The terms should grant a licence to store goods in the warehouse rather than a lease of any space, keeping the operator's right to move goods and manage the warehouse, so that a business customer does not acquire rights under the Landlord and Tenant Act 1954. Goods are stored at the owner's risk, with the customer required to insure them, and the operator liable only for loss or damage caused by its own negligence, capped as the terms provide.

Inventory accuracy and stock counts

The terms should say how stock is received and booked in, that discrepancies must be notified within a stated period of receipt, that periodic counts are carried out and that a stated tolerance of variance is accepted before any adjustment or liability arises, and that the operator's liability for missing stock is limited to its cost price and to what exceeds the tolerance. A customer's own records are not proof of what was delivered; the goods-in record is.

Pick, pack, carriers and service levels

Orders received by a cut-off time are despatched within a stated period, and the terms should say that carriers are engaged on the customer's behalf on the carriers' terms, that carrier delays, losses and damage are claimed against the carrier within its limits, that the operator's liability for a mis-pick is limited to reshipping the correct item, and that packaging standards and special handling are as agreed. Service credits, not damages, are the remedy for missed service levels.

Returns, prohibited goods and the customer's obligations

The terms should say how returns are received, inspected and restocked or disposed of, and at what charges, that hazardous, perishable, high-value and restricted goods are accepted only on stated conditions, and that the customer is responsible for the goods' compliance, labelling and any recall. Where the operator integrates with the customer's systems, the customer is responsible for the accuracy of orders and product data sent through them.

Charges, liens, data and exit

Charges are for storage per pallet or bin, handling per order and extras, invoiced monthly with interest and fixed compensation on late payment under the Late Payment of Commercial Debts (Interest) Act 1998, a lien over the goods for all sums due and a right to sell after notice. The operator processes the customer's customers' data as a processor under the UK GDPR and the Data Protection Act 2018 and the terms need the processor provisions. On exit, stock is released on payment of what is due and collected within a stated period, after which storage continues at the stated rate and, after notice, uncollected stock may be sold or disposed of under the bailee's power of sale in section 12 of the Torts (Interference with Goods) Act 1977. Liability should be capped at the charges paid over a stated period, with consequential loss excluded, tested for reasonableness under the Unfair Contract Terms Act 1977.

What it costs

Customer or supplier terms and conditions, £995. One set of terms, customer-facing or supplier-facing, drafted for your business. Five working days.

Review of your existing terms, £495. You already have terms and want them checked and brought up to date. Returned marked up with my amendments and an explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the terms and conditions drafting page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A full set of bespoke terms drafted for your business, reflecting the legal requirements that apply to your business and sector
• A note in plain English explaining the terms I have drafted for you
• Liability, payment, termination and IP provisions that protect your position and are drafted to withstand scrutiny from the other side
• Guidance on how to incorporate the terms properly
• Your questions and comments answered by email or phone
• One round of amendments to finalise the terms ready for use

What is not included

• Negotiating your terms with individual customers (I am happy to quote for this as an additional service if required)
• Sector-specific regulatory compliance beyond the contract terms themselves
• Website privacy notice and cookie compliance, which I quote separately
• Terms governed by the law of another country
• Tax advice

Questions I am often asked

The customer says a hundred units are missing. What do we owe?

If the terms set a tolerance for stock variance and limit liability to the cost price of units missing beyond it, and the goods-in records support your count, the answer is the cost of the units beyond the tolerance, if any. Without a tolerance every count becomes a claim.

A carrier lost a parcel. Is that our loss?

If the terms say carriers are engaged on the customer's behalf on the carriers' terms and that losses are claimed against the carrier within its limits, the operator handles the claim and the loss is the carrier's within its limit. The operator should not be an insurer of the carrier.

The customer stopped paying and wants their stock back. Can we hold it?

If the terms give a lien over the goods for all sums due and a right to sell after notice, you can hold the stock until you are paid and, after the notice period, sell it to recover what is owed. Follow the process exactly.

Related guidance and services

• Terms and conditions drafting, £995, the service this page describes
• Contract review, £495
• Terms and conditions for a freight forwarder
• Terms and conditions for a self storage business

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.