Fulfillment and 3PL contract for a seller

The Wildberries or Ozon offer covers (and even then with reservations) only their warehouse and their logistics. As soon as stock leaves for an external fulfillment provider or a 3PL, the risk lives in a different contract. Loss, a mix-up of SKUs, downtime of a shipment to a marketplace slot, damage during picking: the platform has nothing to do with it. Before you hand the goods over, you need to fix the moment risk passes, reconciliations, liability caps, insurance, and exit from the contract.

This is a guide, not legal advice. 3PL terms are often in the contractor’s offer and annexes — keep the version as of the date stock is handed over and as of the date of the incident.

If the contractor sent its own offer and you have your own storage template, first compare the versions, then sign:

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Why the marketplace offer will not help here

FBO is the platform’s zone. FBS/DBS, and especially “your own” or a partner warehouse, is the zone of the seller and the seller’s contractor. A claim “as under the Wildberries offer” against a 3PL does not work: you have no contractual link between the platform and that warehouse. The only working document is the storage/fulfillment contract (or the 3PL offer you accepted).

A typical gap: the goods were accepted by the number of places, not by SKU units; the liability cap is “the cost of the service for a month”; insurance is “optional”; marketplace slot downtime is not mentioned at all. In a dispute the seller is left with the shortage and the platform penalty for a failed delivery.

Clauses that hit the money

1. The moment risk passes

From which date or event the 3PL is liable: unloading at the gate, the acceptance certificate, booking into the WMS
Who records discrepancies on acceptance, and the claim period
What happens to the risk on a return shipment to the marketplace or a return to the seller

2. Shortage, mix-up, damage

How often inventory is taken, and the seller’s access to reports
The basis of compensation: purchase, book, or retail — and with VAT or without
Exceptions: breakage in the seller’s own transport, a latent defect, warehouse force majeure

3. Liability caps and insurance

A cap equal to one month’s service fee is a red flag when the stock is expensive
Mandatory warehouse / goods insurance: who the beneficiary is
The period for notifying the insurer, and the document pack for a loss

4. Downtime and missed marketplace slots

An SLA for picking and shipment against a Wildberries/Ozon slot
Reimbursement of platform penalties if the failure is the 3PL’s fault
Shipment priority and escalation on peak dates

A practical step

Before the first shipment, do a trial acceptance of a small lot and a full reconciliation by SKU. If the WMS and your records already diverge at the start, do not scale the stock until the certificate and the claim procedure are closed.

Termination and taking the goods out

The contract should make clear: how many days’ notice, who pays for removal, how storage is charged after termination, and what happens to access to the goods if there is a debt. Sellers often learn about “holding the stock against the debt” at the moment when marketplace slots are already on fire.

A right to remove goods even when the debt is disputed — at least in part, against a security payment
The period for releasing the stock after the disputed amount is paid, or after a court case or a claim
A procedure for handing the stock to a new 3PL with no “window” of no records

Before you hand pallets over, check the clause under which the 3PL holds the stock:

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Checklist before handing over stock

The moment risk passes, and acceptance by SKU, are described expressly
The basis of compensation for a shortage, and the exceptions, are clear
The liability cap is set against the value of the stock; there is insurance
An SLA for marketplace slots, and reimbursement of platform penalties
Termination: removal, access to the goods, storage after notice
The 3PL contract/offer version is saved locally with a date

Short conclusion

External fulfillment is a separate risk contour that the marketplace offer does not cover. Before you hand stock over, fix the passing of risk, reconciliations, adequate compensation, insurance, an SLA for slots, and the removal rules. Otherwise the shortage and the platform penalty stay with the seller by default.

Check a 3PL contract in DocumentCHEK

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Fulfillment and 3PL contract: who pays for loss outside the marketplace warehouse