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Most 3PL contract templates give you the legal boilerplate and stop. The part that actually causes arguments is the rate card — so that's the part we've written out in full, from warehouse billing experience.
A 3PL agreement really has two halves, and they need very different treatment.
Liability, insurance, indemnity, termination, governing law. Standardised, consequential, and genuinely a job for a lawyer. Below you'll find a checklist of what to cover and what to ask them — not drafted wording.
The rate card and service schedule — usually "Exhibit A". This is where the money is, where the disputes start, and where generic templates are weakest. It's written out in full below.
Use this as a conversation guide with your lawyer. Each point is something a warehouse agreement typically needs to address; the wording is theirs to draft.
This is the schedule most templates omit. Fill in your own numbers — the structure and the measurement basis matter more than the rates themselves, because that's what determines whether an invoice can be argued with.
| Charge | Measured by | Your rate | Define in writing |
|---|---|---|---|
| Storage — per pallet | Per pallet, per day or per month | $[__] | Whether a partial pallet counts as a full one |
| Storage — by volume | Per cubic metre, per month | $[__] | How volume is calculated and re-measured |
| Storage — by floor area | Per square foot, per month | $[__] | Whether aisles and access space are included |
| Storage — per bin | Per bin or LPN, per month | $[__] | Bin size classes and what happens when stock spans several |
| Billing basis — choose one and state it explicitly | |||
| Calendar month | Charged per calendar month | — | Whether partial months are prorated. This is the single most common dispute |
| Anniversary billing | A full period from each item's receipt date | — | Whether a partial final period is charged in full |
| Peak / high-water mark | The highest quantity held during the period | — | When the peak is measured, and how often |
You can model any of these in the 3PL billing calculator to see what they'd produce on your volumes before you commit to a number.
| Charge | Measured by | Your rate | Define in writing |
|---|---|---|---|
| Inbound receipt | Per receipt, pallet or carton | $[__] | What constitutes one receipt when a delivery arrives split |
| Pallet in | Per pallet received | $[__] | Whether it applies to pallets built on site |
| Pallet out | Per pallet dispatched | $[__] | Whether partial pallets are charged the same |
| Order / pick and pack | Per order | $[__] | Whether a split shipment is one order or two |
| Additional lines | Per line beyond the first | $[__] | Whether a line means a SKU or a unit |
| Palletization | Per pallet built | $[__] | Whether materials are included or charged separately |
| Shrink wrap | Per pallet wrapped | $[__] | Whether it's automatic or on request |
| Admin fee — inbound | Per inbound transaction | $[__] | What the fee covers, so it doesn't look like padding |
| Admin fee — outbound | Per outbound transaction | $[__] | As above |
These are charged on actual or estimated time consumed rather than a fixed unit rate, which makes the trigger and the approval process more important than the number.
| Charge | Measured by | Your rate | Define in writing |
|---|---|---|---|
| Cycle counting | Hourly, to the client's required frequency | $[__] / hr | Who requests it, how often, and who pays when a count is triggered by a discrepancy |
| Additional manual hours | Hourly, for work outside the defined task | $[__] / hr | What counts as "outside the task", and the approval threshold before work proceeds |
| Value-added services | Hourly or per unit — kitting, relabelling, repack, returns | $[__] | Whether quotes are per project or standing |
| Term | Typical structure | Your terms | Define in writing |
|---|---|---|---|
| Monthly minimum | A floor charge regardless of activity | $[__] / mo | Whether storage alone counts toward it, or activity too |
| Freight | Passed through, at cost or marked up | Cost + [__]% | Which it is — ambiguity here erodes trust quickly |
| Packaging materials | Passed through, at cost or marked up | Cost + [__]% | Whether standard materials are included in handling |
| Annual rate adjustment | Fixed percentage or an inflation index | [__]% / yr | The index used, the notice period, and any cap |
In our experience these four account for most 3PL billing arguments. None is hard to prevent — but all of them are hard to resolve once an invoice is already in dispute.
"We only had that stock for nine days and you billed us for the month."
Easily the most common. It stems from the agreement being silent on the billing basis rather than from anyone acting in bad faith.
"You quoted per unit. Nobody said each one needed unpacking first."
Rates get built on assumptions about how goods arrive and how they're handled. When reality differs, the warehouse has to reprice — and if the mechanism for that isn't written down, it lands as a surprise invoice.
"That pallet was crushed in your rack, not in transit."
This one is genuinely legal territory, and it's where you should lean on counsel rather than a template.
"Your system says 400 cases. We counted 340."
Every warehouse has some variance. The problem isn't that discrepancies happen — it's that the agreement rarely says what to do when they do.
The terms overlap heavily and are frequently used interchangeably. In general usage, 3PL describes outsourcing logistics functions — warehousing, fulfilment, transport — to a provider, often on standard rates in a shared facility. Contract logistics usually describes a longer-term, more customised arrangement: sometimes dedicated space, staff or equipment, with bespoke pricing and deeper integration.
The distinction is commercial rather than legal, and it doesn't change what your agreement needs to do. A dedicated arrangement typically has a longer term, higher minimums and more specific service levels — but the same requirement holds either way: define the services, the rates and the measurement basis precisely enough that an invoice can't be argued with.
Tenders increasingly ask about integration capability, EDI, data security and systems documentation — questions that need an IT department to answer. Our clients don't have one, so we act as theirs: joining prospect calls, completing the documentation and building whatever the contract requires, at no cost. How the partnership works
A rate card is only as good as your ability to bill it accurately. Most disputes on this page trace back to charges captured after the fact from memory or spreadsheets rather than recorded as the work happened.
Teamship captures storage, handling and auxiliary charges automatically as work is performed, then rolls them into per-client invoices. Model your rates first in the billing calculator, then see 3PL billing and storage billing for how the charges get captured.
See how Teamship captures every billable charge as the work happens — including the auxiliary fees that usually get missed.
Request a DemoTwo parts. The legal terms — parties, scope, term and termination, liability and insurance, inventory ownership, confidentiality, dispute resolution — should be drafted or reviewed by your own legal counsel. The commercial schedule covers rates and definitions: how storage is measured and billed, receiving and pick-and-pack fees, auxiliary charges like pallet in and out, palletization, shrink wrap and admin fees, hourly work, minimums, pass-throughs and annual adjustments.
They overlap heavily and are often used interchangeably. 3PL generally means outsourcing logistics functions on standard rates in a shared facility; contract logistics usually means a longer-term, more customised arrangement, sometimes with dedicated space or staff and bespoke pricing. The distinction is commercial rather than legal — either way the agreement needs to define services, rates and measurement basis precisely.
Commonly per pallet per day or month, per cubic metre, per square foot, or per bin/LPN. Equally important is the basis: calendar month with proration, anniversary billing from each receipt date, or peak high-water mark. Charging a full month for partial storage is the most common dispute, so state the basis and the proration rule explicitly.
Beyond storage and pick-and-pack: pallet in and pallet out, palletization, shrink wrap, inbound and outbound admin fees, cycle counting billed hourly to the client's required frequency, and additional manual hours for work outside the defined task. Value-added services like kitting, relabelling and returns processing are usually quoted hourly or per unit.
No. This is a practical structure and commercial rate card guide written from warehouse operations experience — not legal advice, and not a substitute for it. It doesn't create a lawyer–client relationship, and laws vary by jurisdiction. Have your own legal counsel draft or review any agreement before use.