Third-Party Logistics Agreement Review Tool: 3PL Risks Marked on the Pack
A 3PL MSA arrives with a statement of work and a rate card. The same pack returns flags on the rate card, inventory liability and exit wind-down.
A 3PL MSA arrives with a statement of work and a rate card in the same pack. You cannot see which rate line names a charge and no unit, which sentence sets inventory liability, and which wind-down sentence says how the goods leave. Checkory is a third party logistics agreement review tool. The same logistics pack comes back with flags on the rate card, inventory liability and exit wind-down, plus a short explanation and an England and Wales pointer.
A rate line with no unit, a stock-loss cap you do not see on the clause, or a wind-down that does not say how the goods leave is the loss. Take a missing unit, a cap the stock does not match, or a silent wind-down to a solicitor with the marked file. Reasonableness under the Unfair Contract Terms Act 1977, section 11 is for a court. This pass does not apply that test.
Third party logistics agreement review tool
The 3PL MSA, SOW and rate card in one upload
Confirm one logistics pack: the 3PL master, the statement of work and the rate card. Warehouse terms, a forwarding pack, a statement of work alone, or an uptime-credit schedule are different uploads.
The same file comes back with flags
The proof on the pdf is the rate line that states a charge and no unit, the inventory-liability sentence, and the exit wind-down sentence, highlighted on the uploaded pack. Read those three before you sign. Start at document analysis. A blank form is not that proof.
MSA SOW and rate card as one pack
Four moves follow.
MSA SOW and rate card as one pack
Drop the MSA with the SOW and rate card
Confirm the pdf is one logistics pack: the 3PL MSA, the statement of work and the rate card. Marks belong on that file. A blank page is not the proof.
Read flags on that same logistics pack
Walk the rate line, including a line with no unit, the inventory-liability sentence, and the wind-down sentence that says how the goods leave.
Analyse a contract
The path is /document-analysis. Name which rate line, which inventory sentence and which wind-down sentence you will take to a solicitor with the marked file. The pass does not rewrite the pack.
Upload a 3PL agreement and skip the blank template
A search for upload 3pl agreement also returns downloadable blanks. Drop the pdf you were sent. Do not start from an empty form and call that the review.
3PL pack
Pros
- ✓The 3PL vs warehouse-only split starts with this upload: the MSA, the statement of work and the rate card. Flags sit on the rate card, inventory liability and exit wind-down.
- ✓UKWA condition 1.3 (2024) splits storage, carriage and forwarding. Guide section 4.6 is a fulfilment table. Section 4.1 is a pallet storage charge. A pallet-in, pallet-out charge is not this pack.
Cons
- ✗A scope clash or a dispatch measure on this file stays a mark here. It does not become a statement-of-work page or an uptime-credit schedule.
Warehouse-only storage contract
Pros
- ✓Released value, claims windows and liens belong on warehouse or depositor terms. The published page is /en-gb/pages/warehousing-agreement-review-tool. Leave it as published.
Cons
- ✗Contracko warehousing, read 2026-10-09, extracts storage rates, shrinkage and accessorials. Do not move those flags here. The warehouse tool owns the lien flag.
Flagged exhibits: statement of work, service level, rates, liability and wind-down on one logistics pack.
| Exhibit | What the file can show | What you do with the mark |
|---|---|---|
| Statement of work | Scope with the MSA and the rate card. Condition 1.8 (2024): no stock rotation unless expressly agreed, and the customer pays. Condition 2.1.9: the customer instructs the order of removals in writing. | Flag a scope clash here. A statement of work alone is a different page. |
| Service level | A measure the pack states, such as accuracy or dispatch, or a gap if it states none. Condition 1.1: reasonable skill and care, and time is not of the essence unless written instruction is given in advance. Do not import an uptime percentage. | Flag the measure on this file. This column is not a credits schedule. |
| Rates | A line that names a sum and no unit, or the unit the file itself writes. The March 2022 guide names the units in sections 4.1, 4.2, 4.3 and 4.6. It states no tariff. | Flag the silent line. Quote the file unit. Do not invent a rate. |
| Liability | The inventory sentence on the file, including stock shortage and whether the goods are insured. Quote association figures only where the file uses that text. | Do not write a per-tonne figure into a silent pack. A cap the stock does not match goes to a solicitor. |
| Wind-down | How the goods leave, whether the contract ends, and whether staff transfer. Condition 7.3 (2024) does not end the contract by notice alone. Condition 10 is a TUPE indemnity. | Flag silence on removal or staff. Do not turn condition 7 into a lien how-to. |
Missing rate UOM
A rate line that states a sum for storage, receiving, a pick, a pack or administration, and does not name the unit, is the line to flag before you sign. The UKWA and Enterprise Ireland guide (March 2022) lists units and states no tariff. In practice a silent line cannot be applied to a pallet, a case, an order, an item or a cubic metre. If the uploaded line names its own unit, quote the file. If it names a sum and no unit, flag the line and take it to a solicitor with the marked file. Do not fill the silence with a price.
How a rate line without a unit is read
Use the March 2022 guide only as a list of units. For example, section 4.1 is £ per pallet, and £ per pallet per week or part of a week. Section 4.2 is £ per case picked. Section 4.3 is £ per delivered pallet, and £ per order or order line. A sum with no unit is the silent line. Do not complete it.
Section 4.4 states no quantity. Section 4.5 states no percentage. Section 4.6 is a table by orders per month and items per order, storage per pallet or per cubic metre, and a monthly subscription may also be charged. Do not turn a parcel line into a service target. Section 4.7 points at the 2019 conditions. Teach the 2024 Limit, not that edition.
See the marks on the logistics pack
Analyse a contractWhen the inventory sentence goes to a solicitor
Mark the inventory-liability sentence on the file. If the file uses its own number, quote the file. The worked association text is UKWA Ltd Contract Conditions for Warehousing and Logistics (2024), the London City Bond membership copy valid 1 April 2026 to 30 April 2027. Copyright is reserved for current members. Do not reproduce the conditions as a template, and do not paste them into a pack that states other figures or never incorporated them.
The opening says the customer must insure the goods and the company does not. Condition 3.1 repeats that unless expressly agreed. Condition 3.2, subject to 3.3, states no liability for Loss however arising. Condition 3.3 then allows liability for negligence, wilful default or breach of duty, not exceeding the Limit. Condition 3.4 excludes lost profit and consequential loss. Condition 13 includes stock shortage in Loss.
Condition 3.5.4: unless a higher Limit is in effect, or where goods are held under lien or have not been removed in breach of condition 7, the Limit is £100 sterling per tonne. Condition 3.5.5 is £1,000 per incident where the Loss does not relate directly to the goods. The text does not limit liability for death or personal injury caused by its own act or default or that of its employees or agents. Section 2 of the Unfair Contract Terms Act 1977 cannot exclude that death or injury. Other negligence loss stands only so far as the term satisfies reasonableness. Agreement or awareness is not itself acceptance of the risk.
Section 3 applies where one party deals on the written standard terms of the other. Exclusion of liability for breach, or a substantially different performance, stands only so far as the term satisfies reasonableness. Do not teach the Consumer Rights Act 2015 here. Section 11 asks if the term was fair and reasonable when the contract was made. Section 11(4) looks at resources and insurance where the cap is a specified sum. Section 11(5) puts the burden on the party claiming reasonableness. Do not decide the £100 Limit.
Supply of Goods and Services Act 1982, section 13 implies reasonable care and skill in a business supply of a service. Section 16 allows that duty, subject to the 1977 Act, to be varied by express agreement, course of dealing or usage. An express term does not negative an implied term unless inconsistent with it. A bailment may impose a stricter duty. Do not say section 13 is the only duty.
Lonham Group Ltd v Scotbeef Ltd [2025] EWCA Civ 203 (5 March 2025) is an Insurance Act 2015 appeal. Paragraph 15 records that Food Storage and Distribution Federation terms had not been incorporated, so the £250 per tonne limit and the nine-month bar did not apply. Paragraph 31 records evidence of £100 per tonne for the UKWA conditions then discussed and £250 per tonne for the FSDF conditions. That recital is not a ruling on the 2024 text. Do not paste the claim sum, the weight, or the premium. An invoice line that names association terms is not, on those facts, incorporation.
What the wind-down sentence must say
Mark the wind-down on the same pack, and flag the gap if there is none. UKWA condition 7.1 (2024): the customer removes the goods at the agreed time, and the company may require removal within 14 days, 3 days for perishable goods, or immediately in urgency. A notice period alone does not say how the goods leave or who pays.
Condition 7.2 allows suspension and a sale or disposal notice. If the notice is only for non-payment, the text allows 14 days before sale. For any other reason it states no minimum period. The company accounts for proceeds after expenses and is not liable for an alleged failure to achieve a sufficient price. Do not advise how to sell the goods. Condition 7.3: that notice does not by itself end the contract unless the company expressly says so.
Condition 6.1: charges may rise on at least 7 days notice for fuel and 21 days otherwise, and if the customer does not agree, it removes the goods within 21 days. Condition 5 needs written notices before a transfer, and any lien stays a warehouse-page flag. Condition 10 is an indemnity for an inward or outward TUPE transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006. Flag the sentence. Do not advise how to run the transfer.
“Nick Clarke, on the UKWA conditions page read 2026-10-09: a reference on an invoice is not sufficient. Include the conditions in the initial quote, before the work starts. Do not treat an unnamed slogan on that page as a ruling.”
A pick rate on the quote is not the unit
A pick rate on the quote, a belief that standard terms always cap stock loss, and a notice period read as the whole exit, still leave the unit, the liability sentence and the wind-down unread. The guide names units and states no price. A cap applies only where that text is in the contract. Condition 7.3 does not end the contract by notice alone. Take the missing unit, the unmatched cap and the silent wind-down to a solicitor with the marked file. This pass does not replace that solicitor.
3PL agreement review tool
The phrase 3pl agreement review tool is this pack, not a second page. Contracko, read 2026-10-09, scores and extracts one 3PL. auditmy3pl compares an invoice line with contracted rates. Neither leaves flags on this pack.
3PL contract review tool
The phrase 3pl contract review tool still names this pack. goHeather, read 2026-10-09, drafts or uploads, then redlines in Word and collects an e-signature. IntelAgree tracks a portfolio. Justee lists 3PL among ecommerce contracts. Freehand, absent from the first five that day, builds invoice audit rules. Do not teach their sample clause as a norm.
Upload a 3PL agreement
To upload 3pl agreement files, drop the pdf you were sent. Fulfyld and Agreemend offer a blank. LogicBalls, a snippet on 2026-10-09, analyses a carrier contract. A blank and a carrier summary are not this pack.
3PL vs warehouse-only
Released value, claims windows and liens stay on the published warehouse tool. Do not rewrite that page.
The statement of work stays on its page
A statement of work with no rate card and no wind-down is the published statement-of-work tool. The checklist for one statement of work stays on the live article. The column on this table is scope inside the logistics pack, not that page.
The service level schedule stays on its page
Uptime and credits are the published SLA tool. SaaS service credits stay on the credits article, and exclusive-remedy credits stay on the exclusive-remedy article. A measure of accuracy or dispatch on this file is a mark here.
Clause guides stay on the blog
Which document controls, as between an MSA and an order form, stays on the order-of-precedence article. Change control stays on the change-control article. Time and materials versus fixed price stays on the pricing-model article. A rates column is not those how-to articles.
A services MSA stays on its page
A generic services master, without this rate card and this wind-down, is the published MSA tool. Do not collapse the logistics pack into that upload.
Freight forwarding stays on its page
Agent versus principal stays on the published freight-forwarding tool. Condition 1.3 already splits forwarding from this fulfilment pack.
Framework supply and plant hire stay on their pages
A framework or umbrella supply file is a different paper. Plant hire stays on the published plant-hire tool. A manufacturing draft stays on the published manufacturing tool, and a software licence stays on the published licence tool.
Chat, Word add-on and lifecycle software
This is not a chat, not a Word add-on, and not lifecycle software. LegalZoom is not this offer. A Word redline, a portfolio and invoice-audit rules are different returns.
What to take to a solicitor with the marked file
Send, with the marked file, a rate line with no unit, a rate clash between the MSA and the card, an inventory cap the reader cannot reconcile with the stock, a pack that names association terms the upload does not contain, a wind-down that does not say how the goods leave or whether the contract ends, and a TUPE sentence. Do not answer those questions on this page. The reader can name which rate line has no unit, which inventory-liability sentence and which wind-down sentence goes to a solicitor with the marked file, and does not treat the pass as legal advice or as a rewrite of the pack.
The pass is not a reserved legal activity and does not replace a solicitor. Where a provision may relate, the pointer is England and Wales. It does not decide incorporation, reasonableness, or how the goods must leave.
FAQ
Which line on the rate card should go to a solicitor with the marked file?
A line that states a charge for storage, receiving, a pick, a pack or administration and names no unit, and a clash between the MSA and the card. The UKWA and Enterprise Ireland guide (March 2022) names units such as £ per pallet and £ per case picked, and states no tariff. Do not fill a silent line with a price. The pass does not rewrite the pack.
Does £100 per tonne apply because a logistics draft mentions stock loss?
Only if that draft uses the unamended UKWA Ltd Contract Conditions for Warehousing and Logistics (2024) and those conditions are incorporated. Condition 3.5.4 then states £100 sterling per tonne unless a higher Limit is in effect. Lonham Group Ltd v Scotbeef Ltd [2025] EWCA Civ 203, paragraph 15, records that terms which had not been incorporated did not apply their own per-tonne limit. Do not write £100 into a silent pack, and do not treat the recital as a ruling that the 2024 Limit is reasonable.
Does a removal notice end the contract?
Not by itself under UKWA condition 7.3 (2024). Notice or action under condition 7 does not terminate the contract unless the company expressly says so. Condition 7.1 still deals with removal: at the agreed time, or on 14 days notice, 3 days for perishable goods, or immediately in urgency. Flag a wind-down that does not say how the goods leave. Do not treat this as advice on selling goods left behind.
What if association terms appear only on an invoice?
The UKWA conditions-of-contract page, read 2026-10-09, says a reference on an invoice is not sufficient. Nick Clarke, quoted on that page, says to include the conditions in the initial quote before the work starts. The pass does not decide incorporation. A pack that names association terms the upload does not contain goes to a solicitor with the marked file.
Where do released value, claims windows and liens belong?
On the published warehouse page for a warehouse or depositor draft. This logistics pack does not take those flags. A freight-forwarding file, a lone statement of work, and a service-level schedule of uptime and credits are other uploads too.
Does a first pass replace a solicitor on a TUPE sentence or a stock cap?
No. Take to a solicitor, with the marked file, a cap you cannot reconcile with the stock, a pack that names terms it does not contain, a wind-down that does not say how the goods leave or whether the contract ends, and a TUPE sentence. Reasonableness under the Unfair Contract Terms Act 1977 is for a court. The reader should be able to name the rate line, the inventory-liability sentence and the wind-down sentence. The pass is not a rewrite of the pack.
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