Welcome to Clutch Logistics, LLC (“Clutch”). By using our warehousing, distribution, and logistics services, you agree to the following terms and conditions.

Please note: These Terms of Service are subject to change at any time. Any updates will be posted on our website at https://clutch3pl.com/terms-and-conditions.

Services Provided

Clutch offers comprehensive warehousing, order fulfillment, and inventory management services. Our services are available on an annual basis (rolling 12 months from the date of agreement) and may be customized based on specific client needs.

Receiving and Quality Control

Shipping Notices: Purchase Orders (POs), must be submitted through our Clutch dashboard at https://clutch3pl.shipsfor.us/ prior to any incoming shipments. If a PO is unavailable, please provide notification via email with shipment and estimated delivery date.

The Clutch dashboard can be connected to many other WMS systems through an API, EDI or Flat File CSV. Connections are not guaranteed, we may not be able to support some WMS systems. All connections will need to be coordinated with your account manager to ensure it's functioning correctly.

Receiving Documentation: Advance Shipping Notices (ASNs) and packing slips are required for all incoming shipments and must include the client’s name, product, and quantity count. Receiving documents will be scanned and emailed to the client within 24 hours of receipt and quality control completion.

Labeling: Each pallet must be labeled with a pallet tag and SKU. Mixed pallets must be clearly identified, or additional hourly fees may apply.

Damage Notification: If inbound shipments are damaged, Clutch will contact the client with photographic documentation, allowing the client to decide on a partial or full refusal of the shipment. If the client cannot be reached within the first 10 minutes of notifying them of the issue, Clutch will default to refusing the shipment to prevent further complications.

Order Processing

Scheduling: Clients are responsible for scheduling all inbound shipments in coordination with Clutch and for providing inbound transportation unless otherwise specified.

Order Placement: All orders must be placed through our dashboard at https://clutch3pl.shipsfor.us/.

Fulfillment Timeline: Order requests will be shipped within 48 hours unless specified otherwise.

Rush orders may be accommodated for an additional fee.

Documentation: Bill of Lading (BOL) copies will be sent by the next business day. BOLs must include the client’s carrier account number or specify third-party billing.

Return Processing

Damage Documentation: Items damaged prior to receipt will be documented by photograph and notated on the BOL when applicable. Damaged goods will be segregated to prevent distribution.

Removal of Damaged Goods: Damaged items must be removed from Clutch’s warehouse within 60 days, or the client will incur a fee of 10x the monthly storage rate or $500, whichever is greater. Hazardous materials may incur an additional charge of $100 per day per inventory unit after 60 days.

Payment Terms

Invoicing: Service charges are invoiced at the time of performance unless otherwise specified in the Rate Agreement. Storage fees are calculated at the end of the month and are not prorated unless indicated. Order fulfilment and other value added activities are calculated and billed weekly.

Payment Due: Payments are due within 30 days of the invoice date unless otherwise specified. Late payments will incur a 5% processing fee and a 10% penalty for balances 15 days past due.

Service Hold: Accounts more than 15 days overdue will face a service hold. Clutch reserves the right to place a lien on goods in possession to cover any outstanding balances.

Payment Method

Accepted payment method: ACH, Check, Wire Transfer, Credit Card (Visa, Mastercard & Discover cards only) and Bitcoin. A deposit equal to the estimated first month of service is due upon contract execution.

Filing a Claim

Claim Submission: All claims must be submitted within 10 business days of the incident. Claims older than 30 days or lacking complete documentation will not be accepted.

Claim Processing: Valid claims will result in a credit applied to the current billing period. Claims are limited to the landed cost of the item(s) and do not cover retail value, loss of sale, or potential value.

Termination and Notice to Discontinue Services

Notice Period: A minimum of 60-day written notice is required to discontinue services from either party. Clutch will continue to meet service obligations and facilitate a smooth transition.

Regulatory Compliance: If any product becomes non-compliant with local, state, or federal regulations, Clutch reserves the right to terminate this agreement with a 30-day notice. The client will have 60 days to remove the non-compliant product.

Liability Limitation

Clutch’s liability for loss or damage to goods is limited to $0.50 per pound of goods stored or processed. Clients are required to maintain insurance coverage for their goods while stored or in transit through Clutch facilities. Proof of insurance must be provided upon request. Failure to maintain insurance could result in total loss of goods stored at Clutch.

Indemnification

Clients agree to indemnify and hold harmless Clutch, its officers, employees, and agents from any claims, damages, liabilities, or expenses arising from the client’s negligence, breach of agreement, or failure to comply with applicable laws and regulations.

Data Privacy

Clutch adheres to data privacy practices as outlined in its Privacy Policy, available at https://clutch3pl.com/privacy-policy. By using our services, websites, apps and other assets clients agree to the terms of the Privacy Policy.

Force Majeure

Clutch shall not be held liable for delays or inability to perform services due to unforeseen events, including but not limited to natural disasters, war, pandemics, strikes, mass inflation or governmental actions.

Governing Law and Jurisdiction

This agreement is governed by the laws of the State of Utah. Any disputes arising from this agreement shall be resolved exclusively in the courts of Utah.

Service Level Expectations

Clutch is a 3PL facility specializing in:

Order fulfillment

Pallet in/pallet out

Kitting

Cross-docking

Other warehousing-related services

Clutch will provide services with reasonable care and professionalism but does not guarantee specific outcomes unless explicitly stated in writing.

Fee Adjustments

Service rates are subject to an annual increase of 4% to account for inflation and operational costs. Contracts that begin with promotional pricing may be subject to higher rates of adjustment.

Dispute Resolution

Disputes shall be resolved in the following order:

Mediation in the State of Utah.

Binding arbitration in the State of Utah.

Litigation in the courts in the State of Utah.

Ownership of Goods

Ownership of goods remains with the client at all times. Clutch holds no ownership claim over goods stored or processed within its facilities.

Termination for Cause

Clutch reserves the right to terminate this agreement immediately for cause, including but not limited to:

Non-payment

Non-compliance

Misuse of services

Terminated accounts remain responsible for all outstanding balances, accrued interest, and any third-party fines from governing bodies or other authorities.

Client Responsibilities

Clients must ensure that:

All shipments are properly documented and entered into Clutch’s system.

Shipping notices (POs/ASNs) are accurate and accompanied by required documentation, including but not limited to:

Material Safety Data Sheets (MSDS)

Safety Data Sheets (SDS)

Standard Operating Procedures (SOP)

Certificates of Analysis (COA)

Bills of Lading (BOL)

Shipment Lot Reports (SLR) for international clients

All compliance paperwork is accurate and up to date.

Precedence of Terms

These Terms of Service take precedence over other agreements unless expressly waived in writing.

Non-Solicitation

Clients agree not to solicit, hire, or otherwise engage any Clutch employees for a period of 12 months following the termination of this agreement without prior written consent from Clutch.

Digital Signature Acknowledgment

By clicking “I Agree” on Clutch’s webforms or signing this agreement electronically or physically, the client acknowledges and agrees to these terms, and such action constitutes a legally binding signature.