3PL contract terms explained, clause by clause, with what to ask for in each.

A 3PL contract is a rate card with rules around it, and the rules decide more than the rates do. The clauses that matter are the SLA and how it is measured, the rate schedule and what can change it, receiving requirements, inventory accountability and shrink, insurance and who files carrier claims, the exit and how your inventory comes back, data access, and the peak schedule. Read those before the signature page, and get a written answer on any you cannot find.

Most agreements come in pieces: a main agreement, a rate card, an SLA exhibit, and schedules for peak and receiving. The exhibits are where the money and the risk sit. Ask for every exhibit before you read anything, and ask which document wins when two disagree. Questions to ask a 3PL before you sign covers the stage before this one.

The SLA: how it is defined and how it is measured

An SLA is a promise with a clock, and the clause has to say when the clock starts, when it stops, and who reads it. The cutoff should be a time and a time zone, and the clock should start when the order syncs from your store. Shipped should mean a carrier scan, not a printed label, because a label can sit on a cart for a day. Accuracy should be counted per order, with a wrong item, a short ship and a wrong address each counted.

If the SLA is measured from the 3PL's own report, ask for the order-level list behind it, with order time, ship time and first scan. Ask what happens when it is missed: a credit on the next invoice, a cure period, a right to leave. A credit that posts on its own beats one you have to prove.

The clock that matters most belongs to your sales channel. As of October 2026, TikTok Shop's US fulfillment policy requires regular orders to be marked In Transit, for example scanned by the carrier, within 2 business days of Awaiting Shipment, recommends a late dispatch rate at or below 4%, and says enforcement actions may be applied above 10%. As of the same date, Amazon's seller policy page says to keep the late shipment rate ideally under 4% to avoid deactivation of seller-fulfilled offers. So your contract's SLA should be measured on the carrier scan, the event the channel measures, and sit inside the channel's window with room for a bad day. Ours: orders in by 12pm ET ship the same business day, later orders within one business day, two to three in peak.

The rate schedule and what can change it

The rate card tells you the units. The schedule tells you what can move them. Read the units first; 3PL pricing, line by line takes each apart. Then read for the ways a rate can change after you sign.

• A scheduled adjustment, annual or tied to an index. Look for the notice you get and whether you can leave if you do not accept it.
• A volume tier. Look for what happens in a slow month and when the rate steps back down.
• A surcharge schedule: peak, fuel, residential, oversize. Look for whether handling and storage can carry a surcharge at all.
• A re-quote clause, the right to re-price when your profile changes. Look for who decides that, and on what data.

Ask for the rates to be priced on your last three months of orders, not a sample order, and ask to see the invoice format before you sign: handling, storage and postage each on its own line, postage itemized per shipment. For the lines outside the headline rates, use the hidden 3PL fees checklist. At YNK, the rates on the site are estimates confirmed in your proposal, postage is billed semi-monthly per shipment, and there are no seasonal or peak surcharges on handling or storage.

Receiving and inbound requirements

Receiving is where a contract gets specific about you. The schedule says how a shipment has to arrive: advance notice with a count, a packing list, a single SKU per carton, a barcode on every unit. Then read what the 3PL charges when a shipment breaks those rules: hourly rework, per-unit relabeling, or a refusal at the dock.

Then read the count: who counts, how a discrepancy is reported, how long you have to dispute it, and when inventory becomes sellable. Stock that sits uncounted is stock you own but cannot sell. At YNK, inventory goes to 465 Mola Blvd, Dock 10, Elmwood Park, NJ 07407, receiving is scan-to-stock and billed hourly, and a labeled inbound with a packing list takes fewer hours than a mixed pallet without one. How to send inventory to a 3PL covers the clean inbound.

Inventory accountability, shrink and insurance

This is the clause brands skip and regret. The count of record is almost always the 3PL's system, so look for how it is kept honest: scanning at receiving and at pick, cycle counts on a stated cadence, and a physical count on request. Shrink is the inventory that goes missing between counts. Many agreements set an allowance, a share of inventory the 3PL may lose in a period before it owes you anything. Read how it is measured, over what period, and against which count.

Above the allowance, read how a unit is valued, landed cost, wholesale or retail, and whether the valuation needs an invoice. Read how you report a loss, what evidence is needed, and how long the 3PL has to answer. Damage in the building and damage in transit are different clauses.

Insurance has a warehouse half and a transit half. Inside the warehouse, ask whose policy covers your stock and what it covers, and ask your broker whether your own stock policy responds to goods held at a third-party location. In transit, the clause that matters is who files the carrier claim. The 3PL holds the carrier account and the evidence, so it usually files, and the windows are short. Checked October 2026:

• UPS: for domestic shipments, UPS must receive notice of a claim within sixty days after delivery or scheduled delivery, and the claim must be filed within nine months.
• FedEx: damaged or missing contents within 60 calendar days of the shipment date for US packages; lost or undelivered shipments within nine months of the shipment date.
• USPS: damaged or missing contents within 60 days of the mailing date; lost insured mail after 15 days and before 60 days from the mailing date. The sender or the recipient may file.

Put it in the contract: who files, within how many days of your report, and what the 3PL keeps as evidence. At YNK, every unit is scanned at receiving and again at pick, cycle counts catch variances early, and pick and pack error runs under 0.3%. YNK carries insurance coverage, and how loss and damage on your inventory are handled is set in your agreement and walked through before you sign.

Exit, inventory return and your data

Read the exit before you sign, because otherwise you will read it under pressure. It should say how notice is given, whether the agreement renews on its own, and what happens when you leave: a final physical count signed by both sides, inventory packed and palletized at a stated rate, release on a stated day, and your returns and packaging materials shipped with it.

Read slowly where it says whether the 3PL can hold your inventory while an invoice is disputed, and ask for a process that releases stock while the disputed line is worked out. Read slowly again where it defines a termination fee. Then read for your data at exit: inventory by SKU, orders and returns, in a file you can load elsewhere, at no charge.

Data access during the relationship belongs in the same clause: live inventory by SKU, order status and SLA tracking rather than a monthly report, an export whenever you want one, and a sentence that says order and customer data stay yours. At YNK, the live dashboard and WMS access are included, your inventory is always yours, the move-out process is set in your agreement. How to switch 3PLs covers the move.

Peak schedules

Peak often lives in its own exhibit. Look for dates, because a surcharge that runs into January costs more than one that stops in December. Look for what changes: a surcharge on handling, on storage or on both, a longer SLA, inbound blackout dates, a forecast you must submit and what happens when orders run past it.

At YNK, the SLA on orders after the 12pm ET cutoff moves to two to three business days in peak, the rates do not move, and there are no seasonal or peak surcharges on handling or storage. Nominal's last-minute sale put 10,000+ orders on the floor in one weekend, every one shipped within SLA at the rates in the agreement. Planning peak season with your 3PL has the timeline.

The clause table: what to look for, what to ask

Take this into the review. A row per clause, with the question that gets a straight answer.

How terms are set at YNK

Terms are set per brand in the proposal, sized to your volume and category rather than a single template for everyone. The proposal confirms your rates and your start date, and we walk you through the whole agreement before you sign. The rate card is published, handling an estimated $3.00 per order and storage $0.65 per cubic foot per month, with no setup fee. Integrations, the ShipStation WMS and the live dashboard are included.

On the floor the clauses look like this. Orders in by 12pm ET ship the same business day. Every unit is scanned at receiving and at pick, cycle counts reconcile the shelf to the dashboard, and pick and pack error runs under 0.3% across 1.2M+ orders a year. The rest is in the onboarding and terms FAQ. To get a proposal, send the 3PL intake: about ten minutes, an operator replies within one business day, and the proposal follows within five.

Questions brands ask about 3PL contracts