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Warehouse & Inventory Terms

Last updated: September 2026

These Warehouse & Inventory Terms apply when TuBoleto receives, inspects, stores, manages, prepares, moves or releases inventory belonging to a Vendor.

These terms supplement the International Vendor & Services Terms and any applicable service order, quotation, plan or specific agreement.

1. Ownership of Inventory

Unless otherwise agreed in writing, ownership of inventory remains with Vendor.

Physical delivery of products to TuBoleto does not transfer title or ownership to TuBoleto.

TuBoleto holds inventory solely for the purpose of performing the agreed services.

2. Pre-Arrival Information

Before sending inventory, Vendor must provide information reasonably requested by TuBoleto, which may include:

3. Appointments and Deliveries

TuBoleto may require advance notice or a delivery appointment for inbound shipments.

Carriers must comply with applicable facility access, operating and safety procedures.

TuBoleto may reject, reschedule or apply additional charges to unannounced deliveries or deliveries that do not comply with operating requirements.

4. Pallet and Carton Condition

Inventory must arrive packaged in a reasonably safe condition suitable for transport, receiving and storage.

TuBoleto may reject or require additional work where pallets or cartons are:

5. Receiving

The level of receiving verification depends on the service purchased.

Receiving may include, where applicable:

A pallet or carton count does not constitute a unit-level count unless unit-level counting has been expressly requested or included.

6. Quantity Discrepancies

Where the quantity received differs from the expected quantity, TuBoleto may record a discrepancy and request additional information or instructions where reasonably necessary.

Recorded quantities will be based on the level of counting purchased and the evidence available at the time of receiving.

7. Visible Damage at Receiving

TuBoleto may record visible damage detected during receiving and retain photographs or other reasonable evidence.

An ordinary visual inspection does not require opening every carton and does not guarantee detection of concealed damage, internal defects, hidden contamination or manufacturing issues.

8. Concealed Damage

Damage or defects that are not reasonably visible during receiving may be recorded when discovered later.

Later discovery of concealed damage does not by itself establish that the damage occurred while the inventory was in TuBoleto’s custody.

9. Non-Compliant Inventory

TuBoleto may reject, isolate or quarantine inventory that is:

10. Restricted Inventory

Vendor must not send dangerous goods, regulated products, temperature-controlled products or other specially handled items without prior express approval from TuBoleto.

Approval of one SKU does not constitute approval to send different restricted products.

11. WMS Records

TuBoleto may maintain inventory records through its warehouse management system.

Inventory statuses may include:

12. Inventory Adjustments

TuBoleto may make documented adjustments where a physical count, investigation, return, damage event, operational movement or other evidence shows that the inventory record should be corrected.

13. Physical Counts and Cycle Counts

TuBoleto may perform physical counts or cycle counts as part of internal controls or at Vendor’s request.

Vendor-requested counts may result in additional charges where they are not included in the service plan.

14. Internal Location and Movement

TuBoleto may determine the physical location of inventory within its facilities and move inventory where reasonably necessary for capacity, safety, efficiency or operating flow.

Vendor does not obtain an exclusive right to a specific warehouse location unless expressly agreed in writing.

15. Storage and Storage Charges

Storage charges will be calculated according to the applicable pricing schedule or service plan and may be based on pallet, carton, location, volume, unit, period or another agreed method.

The start date, billing frequency and calculation method will follow the applicable pricing schedule, service order or commercial plan.

Storage charges may continue while inventory remains physically in TuBoleto’s custody.

16. Extraordinary Space

Oversized, poorly palletized, slow-moving, segregated or unusually space-intensive inventory may be subject to additional charges where communicated as applicable.

17. Access to Inventory

Vendor does not have unrestricted access to operational warehouse areas.

Visits, inspections, pickups or third-party access must be coordinated in advance and are subject to TuBoleto’s safety and operating rules.

18. Authorized Persons

TuBoleto may require instructions relating to release, transfer, destruction, return or disposition of inventory to come from an authorized person on Vendor’s account.

TuBoleto may require additional verification before performing sensitive or high-value instructions.

19. Preparation, Labelling and Repacking

Where Vendor requests labelling, relabelling, kitting, preparation, repacking or other physical work, TuBoleto may perform the work according to approved instructions and charge applicable labour and material costs.

Vendor is responsible for the accuracy of content, regulatory information, artwork and files supplied to TuBoleto, except for execution errors directly attributable to TuBoleto.

20. Expiry-Dated Inventory

Vendor is responsible for correctly providing lot, expiry, best-before and minimum shelf-life information where relevant.

TuBoleto may restrict or reject inventory with insufficient remaining shelf life for the intended service or sales channel.

TuBoleto does not guarantee FEFO, FIFO or another inventory-rotation method unless expressly included in the purchased service.

21. Quarantine

TuBoleto may place inventory in quarantine where there is a reasonable concern involving safety, compliance, discrepancy investigation, recall, damage, fraud, government action or Vendor instruction.

Quarantined inventory will not be available for fulfillment until reasonably released.

22. Recalls

Where a recall exists, TuBoleto may stop fulfillment, identify affected inventory, segregate units, preserve relevant records and carry out reasonable recall instructions.

Unless the recall results solely from TuBoleto’s fault, Vendor is responsible for reasonable costs associated with identification, segregation, return, destruction, disposition or handling of recalled products.

23. Loss or Damage

Vendor must notify TuBoleto of any reasonably identified claim for loss or damage and provide information necessary to investigate the matter.

TuBoleto may use WMS records, photographs, movements, orders, counts, carrier information and other operational evidence when investigating a claim.

Applicable liability limits, exclusions, deductibles or claim limits will be governed by the applicable commercial agreements and law.

24. Insurance

Vendor must maintain insurance required for its products and activities where TuBoleto has established such coverage as a condition of service.

The existence of TuBoleto insurance does not mean that all Vendor inventory is insured by TuBoleto for full retail or replacement value.

The applicable inventory-insurance structure will depend on the purchased service and available coverage.

25. Removal Requests

Vendor may request removal or transfer of inventory subject to:

26. Inventory for Amazon, Walmart or Other Channels

Where TuBoleto prepares or forwards inventory to Amazon FBA, Walmart WFS, retailers or other distribution centres, Vendor must provide complete instructions and maintain valid account and channel requirements.

TuBoleto does not control receiving, rejection, penalty or acceptance decisions made by those third parties.

27. Unclaimed Inventory and Termination

When storage services terminate, Vendor must provide instructions to remove, transfer, return or dispose of remaining inventory within the period communicated by TuBoleto or established in the applicable service order.

Applicable charges may continue while inventory remains in TuBoleto’s custody.

TuBoleto does not automatically acquire ownership of inventory merely because the commercial relationship has ended.

28. Non-Payment

Where undisputed amounts are overdue, TuBoleto may suspend services, reject new receipts, stop additional work and exercise other rights permitted under the applicable agreement and law.

Any right of retention, storage lien, sale, disposition or other remedy involving inventory will be exercised only in accordance with applicable law and the applicable contractual terms.

29. Abandoned Inventory

Inventory that remains without instructions after termination, repeated notice or applicable contractual periods will be handled according to TuBoleto procedures and applicable law.

TuBoleto will not destroy, sell or dispose of inventory merely for convenience where no contractual or legal authority exists.

30. Government and Legal Requirements

TuBoleto may restrict access, movement or release of inventory where required by a valid order, government request, legal investigation, recall, safety risk or other applicable legal obligation.

31. Force Majeure

TuBoleto will not be responsible for delays reasonably caused by events outside its control, including fire, flood, natural disaster, facility closure, government action, major power, transportation or telecommunications disruption, strikes or comparable events.

32. Vendor Operating Standards

Technical requirements for receiving, labelling, pallets, cartons, barcodes, appointments, lots, expiry dates, orders, returns and other procedures may be established in TuBoleto’s current Vendor Operating Standards.

33. Relationship with Other Terms

These terms form part of TuBoleto’s commercial framework and must be read together with the International Vendor & Services Terms, the applicable service order, pricing schedule and any other expressly incorporated document.

Where there is a conflict, a specifically negotiated written agreement may prevail with respect to the particular matter it addresses.

Important: Terms relating to inventory liability, insurance, liens, abandoned inventory and other warehouse rights may be subject to additional legal requirements and must be interpreted in accordance with applicable Ontario and Canadian law.

Standard of Care

TuBoleto will exercise the care and diligence in relation to stored goods required by applicable Ontario law, including the standard applicable to a careful and vigilant owner of similar goods in similar circumstances.

Nothing in these Terms is intended to exclude or reduce any statutory duty that cannot lawfully be excluded or reduced.

Inventory Loss or Damage Liability

Where TuBoleto is legally liable for physical loss of or damage to inventory while the inventory is in TuBoleto’s custody, TuBoleto’s liability for the affected inventory will, to the extent permitted by law, be limited to the lesser of:

The foregoing inventory-specific limitation will not apply to the extent a limitation is prohibited by law.

Declared Value and Increased Liability

Before inventory is received, Vendor may request in writing that TuBoleto accept a higher declared value or increased liability limit for specified inventory.

Any increased liability must be expressly accepted by TuBoleto in writing and may be subject to additional storage, insurance, handling or risk charges.

Providing a product value to TuBoleto for customs, accounting, marketplace, inventory or other purposes does not by itself constitute a declared value for increased warehouse liability.

Excluded Inventory Losses

Except to the extent caused by TuBoleto’s failure to meet the applicable legal standard of care, TuBoleto will not be responsible for loss or damage resulting from:

Vendor Ownership and Authority

Vendor represents and warrants that it owns the inventory delivered to TuBoleto or has full legal authority from the owner to store, handle, transfer, remove and otherwise provide instructions concerning the inventory.

Vendor must disclose in writing any known security interest, financing arrangement, consignment, retention-of-title arrangement, lien, ownership claim or other third-party interest that may affect inventory delivered to TuBoleto.

Vendor will be responsible for losses, claims or costs arising from Vendor’s failure to disclose a material third-party ownership or security interest.

Statutory Lien and Right of Retention

To the extent permitted by applicable law, TuBoleto retains all statutory, contractual and common-law rights of lien, retention and security available in respect of inventory and related goods in its possession.

Without limiting the foregoing, TuBoleto may exercise rights available to a storer under Ontario’s Repair and Storage Liens Act and any successor legislation.

Where TuBoleto has a valid possessory lien, TuBoleto may retain possession of affected inventory until amounts secured by the lien are paid or otherwise resolved in accordance with applicable law.

Charges Secured by Lien

Any lien will secure only those amounts, expenses and charges that may lawfully be secured under applicable law.

This may include qualifying storage charges and reasonable expenses related to custody, preservation and preparation of liened goods for an authorized sale or disposition, where permitted by law.

Notice of Lien

Where applicable law requires TuBoleto to provide notice of a lien to Vendor, an owner, secured creditor or another interested party, TuBoleto will provide such notice in the manner and within the time required by law.

Vendor must provide accurate contact information and promptly disclose information reasonably necessary to identify owners, secured creditors or other persons with an interest in the inventory.

Sale or Disposition of Liened Inventory

TuBoleto will not acquire ownership of inventory merely because charges remain unpaid.

Any sale, retention, disposition or other enforcement action involving liened inventory will be carried out only where authorized by applicable law and in accordance with applicable statutory procedures.

Where Ontario’s Repair and Storage Liens Act applies, TuBoleto may exercise a statutory right of sale only after the applicable statutory waiting period has expired and the requirements for notice, redemption and sale have been satisfied.

Where required by that legislation, TuBoleto will provide written notice of an intended sale within the statutory time and will conduct any sale in a commercially reasonable manner.

Redemption Before Sale

Where applicable law provides a right to redeem liened inventory before sale, the person entitled to redeem may do so by satisfying the amounts and conditions required by law.

Application of Sale Proceeds

Proceeds from an authorized sale of liened inventory will be applied in the order required by applicable law, including permitted expenses and amounts secured by the lien.

Any surplus will be handled in accordance with applicable statutory requirements.

Preservation and Sale-Preparation Costs

Where inventory remains subject to a lien or pending lawful disposition, Vendor may remain responsible, to the extent permitted by law, for reasonable costs associated with custody, preservation, handling, storage, transportation, appraisal, notice and preparation for sale or disposition.

No Automatic Abandonment or Forfeiture

Failure by Vendor to remove inventory within a contractual removal period does not automatically transfer ownership of the inventory to TuBoleto.

TuBoleto will rely on contractual remedies and applicable statutory rights, including lien and disposition rights where available, rather than treating inventory as automatically forfeited.

Inventory Insurance

Vendor is responsible for maintaining property, stock, cargo or equivalent insurance sufficient to protect Vendor’s inventory at replacement value while in storage and, where applicable, in transit.

TuBoleto’s Commercial General Liability insurance does not constitute property insurance for Vendor’s inventory and does not guarantee reimbursement of the full retail, wholesale or replacement value of stored goods.

Where TuBoleto agrees in writing to arrange specific inventory coverage or accept an increased declared value, the applicable terms, limits, deductibles, exclusions and additional charges will be stated separately.

Evidence of Insurance

TuBoleto may request reasonable evidence that Vendor maintains insurance appropriate to the nature and value of its inventory.

For higher-risk, regulated or high-value products, TuBoleto may require additional insurance conditions before accepting or continuing storage services.