3PL contract checklist: the clauses that decide your bill

A 3PL contract decides your invoice long before the first order ships. The clauses that matter most for billing are the rate card and how it changes, how storage is measured, the units each fee uses, what packaging is included, the carrier markup, minimums and surcharges, the dispute window, your audit and data rights, liability for lost stock, and the exit terms. This page explains what to look for in each one. It is not legal advice: have a lawyer review any 3PL agreement before you sign it.

The checklist at a glance

Clause	What to look for	Why it matters for billing
Rate card and amendments	One signed rate card; changes in writing with an effective date	Old rates keep being billed after a change
Storage basis	Unit, measurement method and proration	Peak or snapshot billing can overstate storage
Units of measure	Per order, line, unit, carton or pallet, defined	The same rate means different money per unit
Packaging	What is included in the pick fee	Packaging billed twice or at an unagreed price
Carrier markup	At cost or a stated percentage, applied to what	Small markup differences add up on your largest line
Minimums	Amount, what counts, ramp-up, partial months	Top-ups in slow months and at exit
Surcharges	Listed in full, with notice for new ones	Fees that appear only on the invoice
Dispute window	How long, how to raise, whether you can withhold	Errors you find late cannot be recovered
Audit rights	Line-item data and carrier invoices on request	You cannot check what you cannot see
Liability	Limit per unit or per claim, claim deadlines	Lost stock may be credited at a fraction of its value
Termination and release	Notice, exit fees, lien, removal timeline	Inventory held until disputed amounts are paid
Data access	Exports during and after the contract	Losing the records you need to dispute

Rate card and amendments

Attach the rate card to the contract as an exhibit and make it the only source of prices. Any change should be a written amendment that names the fee, the old rate, the new rate and the date it takes effect. Without an effective date, it is hard to show which rate applied to which order.

In the made-up example used across this site, Juniper & Pine's warehouse, Ridgeline Fulfillment (also made up), lowered the additional-item rate from $0.85 to $0.65 from July 1. The sample audit found $205.00 still billed at the old rate. Also ask for a cap on annual increases. The Fulfillment Advisor's 2026 survey reports an average annual warehouse price increase of 3.68%.

Use our 3PL rate card template to collect every fee in one format.

Storage basis

Check three things: the unit (pallet, bin, shelf, cubic foot), how the quantity is measured (one snapshot, daily average or peak), and how part months are handled. The International Warehouse Logistics Association's (IWLA) standard terms, for example, default to a full month's charge for goods received on the 1st to the 15th and a half month for goods received from the 16th, unless the parties agree otherwise. If your contract says "monthly average", make sure the invoice uses it. In the sample audit, billing storage on the peak instead of the average cost $324.00.

Units of measure

Write down what each rate is per. A pick fee "per order" and one "per unit" are very different. Receiving "per carton" and "per pallet" are too. Define "additional item" (each extra unit, or each extra SKU?) and how kits and bundles count. Most quantity errors start with an undefined unit.

Packaging inclusion

State whether standard boxes, mailers, tape and void fill are included in the pick fee. If they are billed separately, list each item with its price, such as Ridgeline's $0.40 poly mailer. Custom packaging should have its own price and storage terms.

Carrier markup

Say whether shipping is billed at cost, at a discount off published rates, or at cost plus a stated percentage. Then say what the percentage applies to: the base rate only, or surcharges and carrier adjustments too. Ask for the right to see the carrier invoices behind your charges. In the sample audit, shipping billed at cost plus 12% instead of the contracted 8% made up $417.58 of the findings. See our guide to shipping markup.

Minimums

Note the amount, which fees count toward it, whether it is waived or reduced while you ramp up, and how it applies in a partial first or last month. A minimum that runs to the end of the term can become an exit cost.

Surcharges

Ask for a complete list: peak season, oversize, special handling, rush orders, after-hours receiving and carrier pass-throughs such as residential and fuel surcharges. Require written notice before any new fee applies.

Dispute window

Many warehouse contracts give you a short time to dispute an invoice. The IWLA standard terms, for example, require invoice disputes in writing within 30 days of the invoice date and say the customer may not deduct or offset amounts without the warehouse's written consent. Know your window, put a reminder on it, and agree how credits are issued.

Audit rights

Ask for the right to receive line-item billing data (order, SKU, quantity, rate, amount), storage reports and carrier invoice detail on request, in a file you can open in a spreadsheet. Ask for a right to review records behind any charge.

Liability

Under the Uniform Commercial Code (UCC § 7-204), a warehouse must take reasonable care of your goods, and the storage agreement can limit the amount it pays if they are lost or damaged. The same section lets you ask for a higher limit, usually for an extra charge, and allows reasonable deadlines for claims. The IWLA standard terms leave the limit blank ("limited to ___ per ___") and set a 60-day window for written claims. Check the limit against your product cost, any shrinkage allowance, and the deadline for claims.

Termination and inventory release

Check the notice period, auto-renewal, early termination fees and any charges to pull and ship your stock out. Then read the lien clause. UCC § 7-209 gives a warehouse a lien on the goods it holds for unpaid storage and related charges. A law firm article from Adams and Reese explains that the default lien covers charges on the goods in the building, and that contracts often create a broader "general" lien. The 2026 IWLA standard terms include a general lien that continues until all obligations are paid, including future minimum charges through the end of the term. In practice, a warehouse can hold your stock while charges are unpaid, so settle exit terms before you need them. Our guide to switching 3PLs covers the exit in detail.

Data access

Confirm you can export order history, inventory records and billing detail at any time, in a standard format, and for a set period after the contract ends.

Using this checklist in a 3PL RFP

When you send a 3PL RFP, include the billing questions above and a sample month of your real activity: orders, units, inbound cartons, average pallets and returns. Ask each bidder to price that month on its rate card and to answer the storage, markup, minimum and dispute questions in writing. You get comparable totals and early warning of terms you would want to change.

Get your bills checked against the contract

Once the contract is signed, the rate card is what every invoice should match. 3PL Checker's free audit checks each line of your 3PL invoices against your signed rate card and your Shopify orders, and a person reviews every finding. It never contacts your warehouse.

Questions

What is a 3PL contract?

It is the agreement between your brand and an outside warehouse that sets the services, the prices (usually in a rate card attached to it), how you are billed and disputes are handled, who is liable for lost or damaged stock, and how you can leave.

Is there a 3PL contract template I can use?

Many 3PLs start from their own paper or from industry standard terms, such as the standard contract terms published by the International Warehouse Logistics Association. Treat any template as a starting point and have a lawyer review the final agreement.

What is a 3PL RFP?

A request for proposal you send to several 3PLs asking each to describe its services and price the same set of activities. Adding the billing questions from this checklist makes the answers easier to compare.

What should a 3PL rate card include?

Every fee you can be charged, with its unit of measure, rate, effective date and any minimum, including surcharges and how shipping is marked up. Anything not on the rate card should need your written approval.