Section 1 – ACCEPTANCE
(a) Depositor accepts that fees, terms and conditions for any goods tendered into the warehouse shall be at the Warehouseman’s domestic tariff rates, which the Warehouseman may establish and change from time to time at his sole option, unless any of the following permitted exceptions shall apply to the goods tendered: (i) a separate written agreement between Warehouseman and Depositor: or (ii) a separate negotiable warehouse receipt issued by Warehouseman covering a specific stock of goods, or (iii) a separate commodity exchange tariff (e.g. The London Metal Exchange. Ltd.) applying to a specific stock of; or (iv) Warehouseman’s separate Foreign Trade Zone tariff covering goods entered into the Foreign Trade Zone in Foreign Trade Zone status. (b) In the event that goods tendered for storage or other services do not conform to the description contained in its accompanying documentation, Warehouseman may refuse to accept such goods, or request modification of the documents to the actual weight, piece count or description of the goods. Whether or not Warehouseman accepts such goods, Depositor agrees to rates, charges and conditions as may be assigned and invoiced by Warehouseman and to all terms and conditions herein.
Section 2 – SHIPPING
Depositor agrees not to ship goods to Warehouseman as the named consignee, if in violation of this agreement, goods are shipped to Warehouseman as named consignee, Depositor agrees to notify carrier in writing prior to such shipment, with a copy of such notice to the Warehouseman, that Warehouseman named as consignee is a Warehouseman and has no beneficial title or interest in such property and Depositor further agrees to indemnify and hold harmless Warehouseman from any and all claims for unpaid transportation charges, including undercharges, demurrage, detention, stand-by or other charges of any nature, in connection with goods so shipped. Depositor agrees that all promises contained in this section will be binding on Depositor’s heirs, transferees, successors, and assigns.
Section 3 – STORAGE PERIOD AND CHARGES
(a) Charges for storage shall be at Warehouseman’s domestic tariff rates, terms, and conditions unless separately established (b) Storage charges become applicable upon the date that Warehouseman accepts care, custody, and control of the goods, regardless of unloading date or date of issue of warehouse receipt. Storage charges shall be charged until the goods are shipped out of the warehouse. (c) A full month’s storage charge will apply on all goods received between the first and the 15th, inclusive, of a calendar month; one-half month’s storage charge will apply on all goods received between the 16th and the last day, inclusive, of a 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. All storage charges are due and payable on the first day for me initial month and thereafter on the first day of the calendar month (d) Invoices for all warehouse rents and fees are to be paid net ten (1O) days after the date of invoice and must be paid in advance of outbound shipment from the warehouse. Daily compound interest at the rate of eighteen (18%) per annum shall be charge on the unpaid balance for those invoices remaining unpaid thirty (30) days after the date of invoice (e) Quotations as to fees, rates for freight, storage, or other charges are not binding unless in writing by the Warehouseman to the Depositor or any Transferee and referencing the specific stock of goods, terms and conditions of shipment and/or storage.
Section 4 – TRANSFER, TERMINATION OF STORAGE, REMOVAL OF GOODS
(a) Depositor accepts that any transfer in title of goods from the Depositor to another party “Transferee” requires that the Transferee accept the rates, terms, and conditions herein, and accepts that it is Depositor’s obligation to obtain Transferee’s acceptance as a condition of transfer. Instructions to transfer goods on the books of the Warehouseman are not effective until delivered to and accepted by Warehouseman and all charges are paid up to the time transfer is made. 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) The Warehouseman reserves the right to move, at his expense, any goods, in storage from the warehouse in which they may be stored to any other of his warehouses. (c) The Warehouseman may upon written notice to the Depositor and any other person known by the Warehouseman to claim an interest in the goods, require the removal of any goods by the end of the next succeeding storage month. Such notice shall be given to the last known place of business or abode of the person to be notified. If goods are not removed before the end of the next succeeding storage month the Warehouseman may sell them in accordance with applicable law. (d) If Warehouseman in good faith believes that the goods are about to deteriorate or decline in value to less than the amount of Warehouseman lien before the end of the next succeeding storage month. The Warehouseman may specify in the notification any reasonable shorter time for removal of the goods and in case the goods are not removed, may sell them at public sale held one week after a single advertisement or posting as proved by law. (e) If as a result of a quality or condition of the goods of which the Warehouseman had no notice at the time of deposit the goods are a hazard to other properly or to the warehouse or to persons, the Warehouseman may sell the goods at public or private sale without advertisement on reasonable notification to all persons known to claim an interest in the goods. If the Warehouseman after a reasonable effort is unable to sell the goods, he may dispose of them in any lawful manner and shall incur no liability by reason of such disposition. Pending such disposition, sale or return of the goods, the Warehouseman may remove the goods from the warehouse and shall incur no liability by reason of such removal.
Section 5 – HANDLING
(a) The handing charge covers the ordinary labor, not including overtime, involved in receiving goods at warehouse door, placing goods in storage, and returning goods to warehouse door. (b) Unless otherwise agreed, labor for unloading and loading goods will be subject to a charge. Additional expenses incurred by the Warehouseman in receiving and handling damaged goods, and additional expense in unloading from or loading into cars or other vehicles not at warehouse door will be charged to the Depositor or any known Transferee. (c) Labor and materials used in loading rail cars or other vehicles are chargeable to the Depositor or any known Transferee. (d) When goods are ordered out in quantifies less than in which received, the Warehouseman may make an additional charge for each order or each item of an order and may make an additional charge for preparing forwarding documentation for shipping out goods in quantities less than received, (e) The Warehouseman shall not be liable for demurrage or detention, delays in unloading inbound cars, trucks or containers or for delays in obtaining or loading cars for outbound shipment unless Warehouseman has failed to exercise reasonable care.
Section 6 – DELIVERY REQUIREMENTS
a) No goods shall be delivered or transferred except upon receipt by the Warehouseman of complete written instructions properly signed by the Depositor of Record or any known Transferee. (b) When a negotiable receipt has been issued, no goods covered by that receipt or warrant shall be delivered on the books of the Warehouseman unless the receipt or warrant properly endorsed is surrendered for cancellation or for endorsement of partial delivery thereon. If a negotiable receipt or warrant is lost or destroyed, delivery of goods may be made only upon order of a court of competent jurisdiction the posting of security approved by the court as provided by law. (c) If a creditor of record has declared in writing to Warehouseman that it has a secured interest in the goods, no shipment shall take place without a written release from the creditor of record. (d) When goods are ordered out, a reasonable time shall be given the Warehouseman to carry out the discharge instructions and the warehouse capacity shall be shared and balanced with other customers and the Warehouseman’s contractual commitments. If he is unable because of acts of God, war, public enemies, seizure under legal process, condition of the rail siding, strikes, lockouts, riots and civil commotions, or any reason beyond the Warehouseman’s control, or because of loss or destruction of goods for whch Warehouseman is not liable or because of any other excuse proved by law the Warehouseman 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.
Section 7 – EXTRA SERVICES (SPECIAL SERVICES)
(a) Warehouse labor required for services other than ordinary handling and storage will be charged to the Depositor of Record or any known Transferee (b) Special services requested by Depositor or Transferee including but not limited to compiling of special stock statements, reporting marked weights, serial numbers or other data from packages, physical check of goods re-weighing, re-strapping, bundling, forwarding, trafficking, document preparation, and handling transit billing will be subject to a charge. (c) Dunnage, bracing, packing materials or other special supplies or services, may be provided for the Depositor or Transferee at a charge in addition to the Warehouseman’s cost. (d) By prior arrangement, goods may be received or delivered during other than usual business hours, subject to a charge set by the Warehouseman. (e) Communications expenses including postage, teletype. telegram, telefax, email or telephone will be charged to the Depositor or Transferee if such concern more than normal inventory reporting or if, at the request of the Depositor or Transferee, communications are made by other than regular United States Mail.
Section 8 – BONDED STORAGE
(a) A charge in addition to regular rates will be made for merchandise in Foreign Trade Zone bond. A Foreign Trade Zone administration fee shall be charged to the Depositor or Transferee for the costs associated with maintaining a separate inventory for U.S. Customs and for maintaining the Foreign Trade Zona designation. (b) Goods stored in the Foreign Trade Zone shall be subject to additional charges upon discharge from the warehouse, which charges include but are not limited to (i) Foreign Trade Zone release (U.S. Customs form (3461); (ii) Consumption entry into the United Stales (U.S. Customs form 7501); (iii) U.S. Customs bond fee; (iv) Duty charged by U.S. Customs; (v) Merchandise Processing Fee charged by U.S.. Customs; (vi) Harbor Maintenance Fee charged by U.S. Customs; (vii) Special Courier fees for transporting documents to U.S. Customs and the Foreign Trade Zone.
Section 9 – MINIMUM CHARGES
(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 an 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.
Section 10 – RESPONSIBILITY, LOSS, AND DAMAGES
The Warehouseman is liable for damages for loss of or injury to the goods stored only if and to the extent caused by its failure to exercise such care in regard to them as a reasonably careful man would exercise under like circumstances. Except as provided in the preceding sentence, the Warehouseman shall not have any liability to Depositor or any other party having an interest in the goods stored, for damages resulting from loss of or injury to the goods, based upon or arising out of the storage of the goods by the Warehouseman or the contract between the Warehouseman and the Depositor with respect thereto. Without limiting the generality of the foregoing, the Warehouseman is not responsible for loss or damage caused by fires from any cause, weather conditions, physical condition of the warehouse, strikes, insurrections, earthquakes, inherent or perishable quality of the merchandise, leakage, pilferage, sprinkler leakage, theft, vermin, flood or water, or any other causes beyond its control, except to the extent caused by its failure to exercise the care required above in this paragraph. The Warehouseman will not be responsible for loss or damage caused by misunderstanding of orders of instructions received by or taken by telephone.
Section 11 – LIMITED DAMAGES
For the purposes of fixing the maximum limit to liquidated damages from the Warehouseman’s liability for loss of or damage to goods caused by a breach of the Warehouseman’s duty of care set forth in Section 12 above, the value of the goods shall be conclusively presumed to be not in excess of the lesser of; (i) $0.05 cents per pound (including all government duties and excise taxes), or (ii) the actual value of the goods stored, unless a greater amount for liquidated damages is agreed to in writing by the Warehouseman and the Depositor. At the time the merchandise is offered for storage, the Depositor, subject to the provisions of paragraph (b) of this item, may declare in writing, on forms supplied by and filed with the Warehouseman, a value greater than 5 cents ($O.05) per pound. In the event such declaration is made and filed with the Warehouseman, the value of the merchandise shall be conclusively presumed to be not in excess of the value so declared. In no case shall the damages for breaches of Warehouseman’s duty exceed the actual value of the merchandise, the “actual value” of the merchandise being defined as the landed value, as declared on CF 214, of the fair market value of merchandise at the time of the loss, whichever is the lower. This limitation of damages shall apply separately and proportionately to each part of the goods stored, and the liability for any partial loss of, or damage to any part of the goods stored shall be limited to such portion of the actual loss or damage as shall be proportionate to the limitation of liability as herein provided with respect to such part. (a) in the event that Depositoi elects io declare the value of merchandise to be in excess of 5 cents ($0.05) per pound as provided in the first paragraph of this item, the storage rate applicable thereto will be subject to an additional charge per month equal in amount to four tenths of one percent of the excess value declared, except as otherwise provided in individual rate items. Where the value of merchandise changes after Depositor’s original written declaration, it will be incumbent upon Depositor to declare a new value in writing and to remit the additional charge for said additional liability to Warehouseman in order to obtain a revision of damage limits for liability under this item. (b) The Warehouseman shall not be liable to the Depositor under any circumstances for loss of profit, loss of business, interference wilh its business, loss of goodwill or any other consequential damages based upon the storage of the goods, any breach by the Warehouseman of any of its obligations, any other act or omission of the Warehouseman, its employees, agents and contractors or any other cause, and Depositor waives any claims that it might otherwise have against the Warehouseman for any of the foregoing, The Warehouseman has made no warranties or representation, whether express or implied, to the Depositor regarding the physical condition of the warehouse in which the Depositor’s goods are or will hereafter be stored, including its suitability for storage of the Depositor s goods and its watertightness, the qualifications of the Warehouseman’s start to handle the goods or the security of the warehouse, and any such warranties and representations, whether express or implied, are disclaimed.
Section 12 – NOTICE OF CLAIM AND FILING OF SUIT
(a) Letters of intent to claim written by the Depositor or any other persons must be presented to the Warehouseman within 10 days after delivery of the goods by the Warehouseman or after Depositor or the last known holder of a negotiable warehouse receipt or warrant is notified by the Warehouseman that loss or injury in part or all of the goods has occurred. Claims may then be made up to 60 days after the receipt of such letters. (b) No action may be maintained by the Depositor or others against the Warehouseman for loss or injury to the goods stored unless timely written claim has been given as provided in paragraph (a) of this section and unless such action is commenced either within nine months after date of delivery by Warehouseman or within nine months after Depositor of record or the last known holder of a negotiable warehouse receipt is notified that loss or injury to part or all of the goods has occurred, whichever is shorter. (c) When goods have not been delivered, notice may be given of known loss or injury to the goods by mailing a registered or certified letter to the Depositor of Record or to the last known holder of a negotiable warehouse receipt or warrant. Time limitations for presentation of claims in writing and maintaining of action after notice begin on the date of mailing of such notice Warehouseman and placed on LME warrant.
Section 13 – ACCURATE INFORMATION
Depositor will provide Warehouseman with information concerning the stored goods which is accurate, complete, and sufficient to allow Warehouseman to comply with ail laws and regulations concerning the storage, handling and transporting of the stored goods. Depositor will indemnify and hold Warehouseman harmless from all loss, cost, penalty, and expense (including reasonable attorney fees) which Warehouseman pays or incurs as a result of Depositor failing to fully discharge this obligation.