Terms and Conditions

Terms & Conditions: Transloading and Cross-Docking Provider

The following Terms and Conditions are applicable to the transloading or cross-docking of any pallet, container, package, piece, or any other item tendered by CUSTOMER, or their designees, to an independent contractor providing transloading or cross-docking services, specifically Kid Glove Service, LLC (hereinafter referred to as PROVIDER). For purposes of these Terms and Conditions, the term “transloading” shall generally mean transfer of cargo from one mode to another mode (for instance, rail to road) and “cross-docking” shall generally mean transfer of cargo from one transport vehicle to another during the course of a single through movement from ultimate origin to ultimate destination (meaning transportation to the ultimate destination intended at the time cargo is tendered for transportation withoutregard to intermittent stopping points in the course of such transit), and may include short-term storage in transit of cargo.

 

All transloading or cross-docking services PROVIDER provides to CUSTOMER shall be subject to and governed by these Terms and Conditions. All such services will be performed in a good and workmanlike manner in accordance with all applicable laws, rules and regulations.

 

If there is a conflict between these Terms and Conditions and the terms or conditions of any warehouse receipt or other storage or service documentation, these Terms and Conditions will control.

CUSTOMER reserves the right to unilaterally amend, modify or supplement any portion of these Terms and Conditions at any time. The current version of these Terms and Conditions is available upon request and supersedes all previous versions and statements concerning the terms and conditions of the PROVIDER’s transload and cross-docking services being provided to CUSTOMER, or Customer’s customers. In the event PROVIDER is also providing or arranging for-hire motor carrier service in North America, PROVIDER’s services will be subject to the Agreement or Terms and Conditions related to that service while in motion, and not these Terms and Conditions, once the goods have been removed from the cross-dock or transload area.

 

1. RELATIONSHIP.

 

PROVIDER shall, at its sole cost and expense:

 

a) furnish or arrange for all equipment necessary or required for the performance of its obligations hereunder (the “Equipment”);

 

b) pay or be responsible for all expenses related, in any way, with the use and operation of the Equipment;
c) maintain or be responsible for maintaining the Equipment in good repair, mechanical conditions and appearance; and

 

d) utilize or be responsible for utilizing only competent, able, properly trained and legally licensed personnel.

PROVIDER shall have full control of such personnel; shall perform the services hereunder as an independent contractor; and shall assume complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transloading or cross-docking performed hereunder.

 

2. DOCUMENTATION. Any terms, conditions and provisions of the bill of lading, manifest or other form of receipt or contract are inapplicable to services provided under these Terms and Conditions. PROVIDER agrees that invoices not submitted within 180 days of the service date shall be deemed conclusively waived. All shipments accepted for transloading or cross-docking by PROVIDER shall be governed solely by these Terms and Conditions (including its appendices), and no provision of any other pre-printed publication or agreement, such as any warehouse receipt, shall apply.

 

3. DETENTION & FREIGHT CHARGES. CUSTOMER agrees to pay any detention or demurrage charges related to its goods and shall pay any and all freight charges related to the same. CUSTOMER shall defend, indemnify, and hold PROVIDER harmless from any and all third-party claims for detention ,demurrage, or freight charges, except to the extent the same arise solely from the negligence or intentional misconduct of PROVIDER. Failure to pick up the goods when ready will result in additional charges to CUSTOMER.  If goods are not removed from the cross dock facility, and warehousing is required, CUSTOMER consents to the warehousing of its goods, and CUSTOMER will pay all reasonable charges related thereto.  If arrangements are not made to pay the charges and transport the goods to destination within 15 days, PROVIDER or its warehouse service provider may sell the goods by any commercially reasonable method, paying PROVIDER and Warehouse’s charges first and remitting any sum thereafter to CUSTOMER.

 

4. PAYMENT TERMS.

 

CUSTOMER shall transmit payment of all service charges to PROVIDER prior to the release of goods.

 

5. GOVERNING RULES. These Terms and Conditions contain the entire agreement between the parties and may be modified only by written agreement signed by an authorized representative of CUSTOMER. The following rules shall apply:

 

a) Claims may be filed at any time within six months of the date of cross-docking/transloading;
b) Claims for liability for merchandise that is lost, stolen or damaged while in the care, custody or control of PROVIDER shall be for the lesser of 1) $2.50/lb; 2) the replacement value of the merchandise so lost, stolen or damaged; or 3) the amount of insurance responding to the issue;

 

6. LOSS, DAMAGE OR DELAY. PROVIDER shall have the sole and exclusive care, custody and control of customer’s property from the time it is delivered to PROVIDER until the time that it is tendered to CUSTOMER’s selected motor carrier for transportation to the consignee. PROVIDER assumes liability for its own failure to exercise reasonable care under the circumstances only. Where a dispute exists as to the count or condition at the time the goods were received by PROVIDER, absent other evidence, PROVIDER’s inbound records regarding count and condition shall establish the condition at time of receipt by PROVIDER.  The absence of any such records shall not result in a presumption of any kind.

 

7. INDEMNIFICATION.

 

a) CUSTOMER shall be liable for, and shall defend, indemnify and hold harmless PROVIDER, its customers, the owner of the property, and all officers, members, directors, employees, stockholders, partners, affiliates and agents thereof (collectively the “Indemnified Parties” as intended third-party beneficiaries) from and against, all claims, demands, costs, damages

 

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(including special, indirect or consequential damages), losses, liabilities (including reasonable attorneys’, accountants’, and experts’ fees and disbursements and other costs of defense, investigation and settlement, costs of containment, cleanup and remediation of spills, releases or other environmental contamination, and costs of enforcement of indemnity obligations), judgments, penalties, fines and other amounts (collectively “Claims”) arising out of, or related in any way to CUSTOMER’s tender of goods to PROVIDER for performance of the services contemplated hereunder, including but not limited to: (a) injury to persons (including injury resulting in death) and damage to property, (b) CUSTOMER’s non-performance of any of the obligations under these Terms and Conditions, (c) negligence or misconduct of CUSTOMER (e) any claim (including by governmental authorities) that CUSTOMER representative, subcontractor or other third party providing services on CUSTOMER’s behalf is an employee of PROVIDER, or (f) breach by CUSTOMER or any CUSTOMER representative or subcontractor of applicable law. CUSTOMER shall not be obligated to indemnify an Indemnified Party to extent of the negligence or willful misconduct of such Indemnified Party.

 

 

8. SEVERABILITY. In the event that the operation of any portion of these Terms and Conditions are in violation of any applicable law, the parties agree that such portion shall be severable and that the remaining provisions of these Terms and Conditions shall continue in full force and effect.

 

9. CONFIDENTIALITY. In addition to confidential information protected by law, statutory or otherwise, theparties agree that all of their financial information and that of their respective customers shall be treated as confidential, and shall not be disclosed or used for any reason without prior written consent. In the event of violation of this Section, the parties agree that the remedy at law, including monetary damages, may be inadequate and that the parties shall be entitled, in addition to anyother remedy they may have, to an injunction restraining the violating party from further violationof these Terms and Conditions, in which case the prevailing party shall be liable forall costs and expenses incurred, including, but not limited to, reasonable attorney’s fees.
10. GOVERNING LAW. These terms and conditions will be construed, to the extent not preempted by applicable federal law of the United States, under the laws of the State of Indiana, without giving effect to any choice or conflict of law rules. All lawsuits between PROVIDER and CUSTOMER shall be brought exclusively in the State of Indiana. PROVIDER consents to the jurisdiction and venue of any court located in Indiana, and waives all arguments to the contrary. CUSTOMER ANDPROVIDER WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THESE TERMS AND CONDITIONS.
Terms & Conditions: Standard Contract for Merchandise Warehousing

ACCEPTANCE – Sec. 1

a) This Contract, including accessorial charges that may be attached hereto, must be accepted by signature of DEPOSITOR. In the absence of written acceptance, the act of tendering GOODS described herein for storage or other services by WAREHOUSE from the proposal date shall constitute acceptance by DEPOSITOR. DEPOSITOR has had the opportunity to review and inspect the warehouse facility (“FACILITY”).
b) In the event that GOODS tendered for storage or other services do not conform to the description contained herein, or conforming GOODS are tendered after 30 days from the proposal date without prior written acceptance by DEPOSITOR as provided in paragraph (a) of this section, WAREHOUSE may refuse to accept such GOODS. If WAREHOUSE accepts such GOODS, THE DEPOSITOR agrees to rates and charges as may be assigned and invoiced by WAREHOUSE and to all terms of this Contract.
c) Any GOODS accepted by WAREHOUSE shall constitute GOODS under this Contract.
d) This Contract may be canceled by either party upon 30 days written notice and is canceled if no storage or other services are performed under this Contract for a period of 180 days.

 

SHIPMENTS TO AND FROM WAREHOUSE – Sec. 2

DEPOSITOR agrees that all GOODS shipped to and from WAREHOUSE shall identify DEPOSITOR on the bill of lading or other contract of carriage as the named consignee, in care of WAREHOUSE, and shall not identify WAREHOUSE as the consignee. If, in violation of this Contract, GOODS are shipped to WAREHOUSE as named consignee on the bill of lading or other contract of carriage, DEPOSITOR agrees to immediately notify carrier in writing, with copy of such notice to WAREHOUSE, that WAREHOUSE named as consignee is the “in care of party” only and has no beneficial title or interest in the GOODS. Furthermore, WAREHOUSE shall have the right to refuse such GOODS and shall not be liable for any loss, mis-consignment, or damage of any nature to, or related to, such GOODS. The parties agree that, regardless of whether WAREHOUSE is incorrectly identified as named consignee, or DEPOSITOR fails to notify carrier of the incorrect identification on the bill of lading or other contract of carriage, under no circumstances shall WAREHOUSE be considered the consignee for purposes of identifying the “importer” under 21 U.S.C. § 384a. The parties further agree that, regardless of whether WAREHOUSE is named as an “agent” for purposes of 21 U.S.C. § 350d or receives notification from the U.S. government with respect to confirmation of WAREHOUSE’S status as “agent” under 21 U.S.C. § 350d, under no circumstances shall WAREHOUSE be an agent for purposes of identifying the “importer”, WAREHOUSE shall not be responsible for complying with or performing the duties required of an “importer” under 21 U.S.C. § 384a. Whether WAREHOUSE accepts or refuses GOODS shipped in violation of this Section 2, DEPOSITOR agrees to indemnify and hold WAREHOUSE harmless from all claims for transportation, storage, handling and other charges relating to such GOODS, including undercharges, rail demurrage, truck/intermodal detention, and any fines, penalties, costs and expenses (including attorney’s fees) and other charges of any nature whatsoever, resulting from DEPOSITOR’S failure to comply with the requirements of this Section 2.

 

TENDER OF GOODS – Sec. 3

All GOODS shall be delivered to the FACILITY in a segregated manner, properly marked and packaged for storage and handling. The DEPOSITOR shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired. WAREHOUSE is not a guarantor of the condition of such GOODS under any circumstances, including, but not limited to hidden, concealed, or latent defects in the GOODS. Concealed shortages, damage, inherent vice or tampering will not be the responsibility of WAREHOUSE.

 

STORAGE PERIOD AND CHARGES – Sec. 4

a) Unless otherwise agreed in writing, all charges for storage are per package or other agreed unit per month as per available space.
b) The storage month begins on the date that WAREHOUSE accepts care, custody, and control of the GOODS, regardless of unloading date or date of issue of warehouse receipt.
c) Except as provided in paragraph (d) of this section, a full month’s storage charge will apply on all GOODS received between the first and thru end of month; calendar month, and a full month’s storage charge will apply to all GOODS in storage on the first day of the next and succeeding calendar months.
d) When mutually agreed in writing by the WAREHOUSE and the DEPOSITOR, a storage month shall extend from a date in one calendar month to, but not including the same date of the next and all succeeding months. All storage charges are due upon receipt.
e) Any invoice over 30 days past due may be assessed as a service charge of 1.5% per month or an amount not to exceed the highest amount permitted by law according to section 23. Any dispute as to the amount of the invoice shall be claimed in writing within 30 days from date of invoice. DEPOSITOR may not offset payment of invoices under any circumstances without the prior written consent of WAREHOUSE.

 

TRANSFER, TERMINATION OF STORAGE, REMOVAL OF GOODS – Sec. 5

a) Instructions to transfer GOODS on the books of the WAREHOUSE are not effective until delivered to and accepted by WAREHOUSE, and all charges up to the time transfer is made are chargeable to the DEPOSITOR. If a transfer involves re-handling the GOODS, such will be subject to a charge. When GOODS in storage are transferred from one party to another through issuance of a new warehouse receipt, a new storage date is established on the date of transfer.
b) WAREHOUSE reserves the right to require advance payment of all past, present, and future charges prior to removal of the GOODS from the Facility.
c) The WAREHOUSE may, upon written notice of not less than 30 days to the DEPOSITOR and any other person known by the WAREHOUSE to claim an interest in the GOODS, require the removal of any GOODS. Such notice shall be given to the last known place of business of the person to be notified. If GOODS are not removed before the end of the notice period, the WAREHOUSE may sell them in accordance with applicable law.
d) If as a result of a quality or condition of the GOODS of which the WAREHOUSE had no notice at the time of deposit the GOODS are a hazard to other property or to the FACILITY or to persons, the WAREHOUSE may: i) sell the GOODS at public or private sale without advertisement on reasonable notification to all persons known to claim an interest in the GOODS, ii) return GOODS freight collect, or iii) dispose of GOODS. Pending such disposition, sale or return of the GOODS, the WAREHOUSE may remove the GOODS from the FACILITY and shall incur no liability by reason of such removal unless WAREHOUSE acts in a careless or reckless manner.
e) If, after a reasonable effort, WAREHOUSE is unable to sell the GOODS pursuant to this Section 5, WAREHOUSE may dispose of the GOODS in any lawful manner and shall incur no liability by reason of such disposition unless WAREHOUSE acts in a careless or reckless manner.

 

HANDLING – Sec. 6

a) The handling charge covers the ordinary labor involved in receiving GOODS at warehouse door, placing GOODS in storage, and returning GOODS to warehouse door. Handling charges are due and payable on receipt of GOODS.
b) Unless otherwise agreed in writing, labor for unloading and loading GOODS will be subject to a charge. Additional expenses incurred by the WAREHOUSE in receiving and handling damaged GOODS, and additional expenses in unloading from or loading into cars or other vehicles not at warehouse door will be charged to the DEPOSITOR.
c) Labor and materials used in loading rail cars or other vehicles are chargeable to the DEPOSITOR.
d) When GOODS are ordered out in quantities less than in which received, the WAREHOUSE may make an additional charge for extra labor.
e) DEPOSITOR shall indemnify, defend, and hold WAREHOUSE harmless from all loss, costs, penalties, claims, expenses (including reasonable attorney’s fees) for transportation, storage, handling and other charges related to the GOODS, including but not limited to undercharges, rail demurrage, truck/intermodal detention and other charges, asserted by any third-party. WAREHOUSE shall not be liable to DEPOSITOR for any demurrage or detention, any delays in unloading inbound cars, trailers or other containers, or any delays in obtaining and loading cars, trailers or other containers for outbound shipment unless WAREHOUSE has failed to exercise reasonable care as determined by industry practice.

 

DELIVERY REQUIREMENTS – Sec. 7

No GOODS shall be delivered or transferred except upon receipt by the WAREHOUSE of DEPOSITOR’S complete written instructions. Written instructions shall include, but are not limited to, FAX, EDI, E-Mail or similar communication, provided WAREHOUSE has no liability when relying on the information contained in the communication as received. GOODS may be delivered upon instruction by telephone or electronically in accordance with DEPOSITOR’S prior written authorization, but the WAREHOUSE shall not be responsible for loss or error occasioned thereby. The WAREHOUSE shall not be liable for failure to carry out such instructions and GOODS remaining in storage will continue to be subject to regular storage charges. When GOODS are ordered out, a reasonable time shall be given to the WAREHOUSE to carry out instructions.

 

EXTRA SERVICES (SPECIAL SERVICES) – Sec. 8

a) WAREHOUSE labor required for services other than ordinary handling and storage will be charged to the DEPOSITOR.
b) Special services requested by DEPOSITOR including but not limited to compiling of special stock statements; reporting marked weights, serial numbers or other data from packages; physical check of GOODS; and handling transit billing will be subject to a charge.
c) Dunnage, bracing, packing materials or other special supplies, may be provided for the DEPOSITOR at a charge in addition to the WAREHOUSE’S cost.
d) By prior arrangement, GOODS may be received or delivered during other than usual business hours, subject to a charge.
e) Communication expense including postage, overnight delivery, or telephone may be charged to the DEPOSITOR if such concern more than normal inventory reporting or if, at the request of the DEPOSITOR, communications are made by other than regular United States Mail.
f)   WAREHOUSE will take physical inventories and cycle counts as requested by DEPOSITOR, at DEPOSITOR’S expense. Representatives of DEPOSITOR and WAREHOUSE personnel, as well as any independent auditor or designee, may be present when any physical inventory is taken.  

 

BONDED STORAGE – Sec. 9

a) A charge in addition to regular rates will be made for merchandise in bond.
b) Where a warehouse receipt covers GOODS in U.S. Customs bond, WAREHOUSE shall have no liability for GOODS seized or removed by U.S. Customs.

 

MINIMUM CHARGES – Sec. 10

a) A minimum handling charge per lot and a minimum storage charge per lot per month will be made. When a warehouse receipt covers more than one lot or when a lot is in assortment, a minimum charge per mark, brand, or variety will be made.
b) A minimum monthly charge to one account for storage and/or handling will be made. This charge will apply also to each account when one customer has several accounts, each requiring separate records and billing.

 

LIABILITY AND LIMITATION OF DAMAGES – Sec. 11

a) WAREHOUSE shall not be liable for any loss or damage to GOODS tendered, stored or handled however caused unless such loss or damage resulted from the failure by WAREHOUSE to exercise such care in regard to them as a reasonably careful person would exercise under like circumstances. WAREHOUSE is not liable for damages which could not have been avoided by the exercise of such care.
b) GOODS are not insured by WAREHOUSE against loss or damage however caused.
c) In the event of loss or damage to the GOODS for which WAREHOUSE is legally liable, DEPOSITOR declares that WAREHOUSE’S liability for damages are limited to 100 times per Pallet Storage Rate by QLS, and in no instance shall any one claim exceed the limit of WAREHOUSE’S liability insurance, provided, however, that such liability may at the time of acceptance of this Contract as provided in Section 1 be increased upon DEPOSITOR’S written request on part or all of the GOODS hereunder in which event an additional monthly charge will be made based upon such increased valuation.
d) The limitation of liability referred to in Section (c) above shall be DEPOSITOR’S exclusive remedy against WAREHOUSE for any claim or cause of action whatsoever relating to loss, damage, and/or destruction of the GOODS and shall apply to all claims including inventory shortage and mysterious disappearance claims unless DEPOSITOR proves by affirmative evidence that WAREHOUSE converted the GOODS to its own use. Any presumption of conversion imposed by law shall not apply.
e) Where loss or damage occurs to tendered, stored or handled GOODS, for which WAREHOUSE is not liable, the DEPOSITOR shall be responsible for the cost of removing and disposing of such GOODS and the cost of any environmental cleanup and site remediation resulting from the loss or damage to the GOODS.

 

NOTICE OF CLAIM AND FILING OF SUIT – Sec. 12

a) Claims by the DEPOSITOR and all other persons must be presented in writing to the WAREHOUSE within a reasonable time, and in no event any later than the earlier of: (i) 60 days after delivery of the GOODS by the WAREHOUSE or (ii) 60 days after DEPOSITOR is notified by the WAREHOUSE that loss or damage to part or all of the GOODS has occurred. Each claim must contain information necessary to identify the GOODS affected, the basis for liability and the amount of the alleged loss or damage, as well as all appropriate supporting documentation.
b) No lawsuit or other action may be maintained by the DEPOSITOR or others against the WAREHOUSE for loss or damage to the GOODS unless timely written claim has been given as provided in paragraph (a) of this section and unless such lawsuit or other action is commenced by no later than the earlier of: (i) nine months after date of delivery by WAREHOUSE or (ii) nine months after DEPOSITOR is notified that loss or damage to part or all of the GOODS has occurred.
c) When GOODS have not been delivered, notice may be given of known loss or damage to the GOODS by mailing a letter via certified mail or overnight delivery to the DEPOSITOR. Time limitations for presentation of claim in writing and maintaining of action after notice begin on the date of mailing of such notice by WAREHOUSE.

 

LIABILITY FOR CONSEQUENTIAL DAMAGES – Sec. 13

With respect to any claim arising from or related to this agreement, or otherwise arising from the relationship of the parties, in no event will WAREHOUSE be liable for special, indirect, exemplary, punitive, or consequential damages of any kind, including but not limited to lost profits, lost sales, or damages due to business interruption, regardless of whether such damages were foreseeable, or WAREHOUSE had notice of the possibility of such damages.

 

LIABILITY FOR MIS-SHIPMENT AND CHARGEBACKS – Sec. 14

a) If WAREHOUSE negligently mis-ships GOODS, the WAREHOUSE shall pay the reasonable transportation charges incurred to return the mis-shipped GOODS to the FACILITY. If the consignee fails to return the GOODS, WAREHOUSE’S maximum liability shall be for the lost or damaged GOODS, and WAREHOUSE shall have no liability for damages due to the consignee’s acceptance or use of the GOODS whether such GOODS be those of the DEPOSITOR or another.
b) WAREHOUSE shall not be responsible for chargebacks of any kind.
c) Any and all claims made pursuant to this Section must be in compliance with the requirements set forth in Section 12.  

 

RECALL – Sec. 15

In the event of a recall, field alert, product withdrawal or field correction (together, “Recall”) may be necessary with respect to any GOODS provided under this Contract, DEPOSITOR shall immediately notify WAREHOUSE in writing. WAREHOUSE will not act to initiate a Recall without the express prior written approval of DEPOSITOR unless otherwise required by applicable laws. The cost of any Recall shall be borne by DEPOSITOR. DEPOSITOR shall indemnify and hold harmless the WAREHOUSE from all loss, cost, penalty, and expense (including reasonable attorneys’ fees) which WAREHOUSE pays or incurs as a result of a Recall.

 

FORCE MAJEURE – Sec. 16

Neither party shall be liable to the other for default in the performance or discharge of any duty or obligation under this Contract, except for DEPOSITOR’S obligation to pay for services rendered by WAREHOUSE, when caused by acts of God, hurricanes, tidal waves, flood, tornadoes, cyclone, wind storm, earthquake, public enemy, civil commotion, strikes, labor disputes, work stoppages or other difficulties within the workforce, failure to provide power by the utility provider, intentional or malicious acts of third persons or any other organized opposition, , embargo, prohibition of import or export of GOODS, closure of public highways, railways, airways or shipping lanes, governmental interference, order,  regulation, or other action(s) by governmental authority, national, regional, or local emergency(ies), plague, epidemic, pandemic, outbreaks for infectious disease or any public health crisis, including but not limited to compliance with related practices required or recommended by governmental or health organizations (including but not limited to quarantine or other employee restrictions) or other contingency(ies), similar or dissimilar to the foregoing, beyond the reasonable control of the affected party. Upon the occurrence of such an event the party seeking to rely on this provision shall promptly give written notice to the other party of the nature and consequences of the cause. If the cause is one which nevertheless requires WAREHOUSE to continue to protect the GOODS, DEPOSITOR agrees to pay the storage or similar charges associated with WAREHOUSE’S obligation during the continuance of the force majeure. All GOODS are stored, handled, and transported at DEPOSITOR’S sole risk of loss, damage, or delay caused by any of the above.

 

RIGHT TO STORE GOODS – Sec. 17

DEPOSITOR represents and warrants that DEPOSITOR lawfully possessed the GOODS and has the right and authority to store them with WAREHOUSE. DEPOSITOR agrees to indemnify and hold harmless the WAREHOUSE from all loss, cost and expense (including reasonable attorneys’ fees) which WAREHOUSE pays or incurs as a result ofany dispute or litigation, whether instituted by WAREHOUSE or others, respecting DEPOSITOR’S right, title or interest in the GOODS. Such amounts shall be charges in relation to the GOODS and subject to WAREHOUSE’S lien.

 

ACCURATE INFORMATION – Sec. 18

DEPOSITOR represents and warrants to WAREHOUSE that there are no known potential health, safety and/or environmental hazards associated with the storage and handling of the GOODS that have not been disclosed to and acknowledged by WAREHOUSE. Notwithstanding, DEPOSITOR will provide WAREHOUSE with information concerning the GOODS which is accurate, complete and sufficient to allow WAREHOUSE to comply with all laws and regulations concerning the storage, handling and transporting of the GOODS. DEPOSITOR will indemnify and hold WAREHOUSE harmless from all loss, cost, penalty and expense (including reasonable attorneys’ fees) which WAREHOUSE pays or incurs as a result of DEPOSITOR failing to fully discharge this obligation.

 

CONFIDENTIALITY – Sec. 19

a) The Parties shall keep in confidence and not disclose to any third party (i) the terms of this Contract, and (ii) any confidential or proprietary information (“Confidential Information”) that either learns about the other Party, such as, but not limited to, the rates, value, origin, destination, or consignee of any GOODS or shipment made hereunder. The Parties may disclose such terms and information to the extent required by law, to obtain financing, to substitute service providers to the extent necessary to provide such substitute service, or to auditors retained for the purpose of assessing the accuracy of freight bills.
b) WAREHOUSE will maintain and enforce safety and physical security procedures with respect to its possession and maintenance of Confidential Information that comport with the standard of care outlined in Section 11 of this Contract, and which provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure, removal or access of Confidential Information. WAREHOUSE will not be liable for any breach of security or unauthorized access affecting Confidential Information, which could not be avoided by the exercise of such reasonable care.

 

SEVERABILITY, WAIVER, and ASSIGNMENT – Sec. 20

a) If any provision of this Contract, or any application thereof, should be construed or held to be void, invalid or unenforceable, by order, decree or judgment of a court of competent jurisdiction, the remaining provisions of this Contract shall not be affected thereby but shall remain in full force and effect.
b) WAREHOUSE’S or DEPOSITOR’S failure to require strict compliance with any provision of this Contract shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provision(s) of this Contract.
c) The provisions of this Contract shall be binding upon the heirs, executors, successors and assigns of both DEPOSITOR and WAREHOUSE; contain the sole agreement governing GOODS tendered to the WAREHOUSE; and cannot be modified except by a writing signed by WAREHOUSE and DEPOSITOR.
d) Neither DEPOSITOR nor WAREHOUSE shall  assign or sublet its interest or obligations herein, including, but not limited to, the assignment of any monies due and payable, without the prior written consent of the other party.

 

LIEN – Sec. 21

WAREHOUSE shall have a general warehouse lien for all lawful charges for storage and preservation of the GOODS; also, for all lawful claims for money advanced, interest, insurance, transportation, labor, weighing coopering, and other charges and expenses in relation to such GOODS, including but not limited to reasonable attorney’s fees and court costs incurred by WAREHOUSE in enforcing this Contract, and for the balance on any other accounts that may be due. WAREHOUSE further claims a general warehouse lien for all such charges, advances and expenses with respect to any other GOODS stored by the DEPOSITOR in any other facility owned or operated by WAREHOUSE. In order to protect its lien, WAREHOUSE reserves the right to require advance payment of all charges prior to shipment of GOODS. Unless expressly stated otherwise in writing, WAREHOUSE will not subordinate its lien to any lender, financial institution, or any other third party.

 

All liens under this Contract shall be subordinate to any first lien by lender as DEPOSITOR uses for their general line of credit.

 

DOCUMENTS OF TITLE – Sec. 22

Documents of title, including warehouse receipts, may be issued either in physical or electronic form at the option of the parties. Any inconsistencies between the terms of the warehouse receipt and this Contract shall be governed by this Contract.

 

GOVERNING LAW AND JURISDICTION – Sec. 23

This Contract and the legal relationship between the parties hereto shall be governed by and construed in accordance with the substantive laws of the state where the FACILITY is located, including Article 7 of the Uniform Commercial Code as ratified in that state, notwithstanding its conflict of laws rules. Any lawsuit or other action involving any dispute, claim or controversy relating in any way to this Contract shall be brought only in the appropriate state or federal court in the state where the FACILITY is located.