Freightlead LLC Warehouse Terms & Conditions
It is agreed that the “Freightlead Air & Sea Inc.” Warehouse Contract Terms and Conditions (“Terms and Conditions”)
Electronically which are by this reference incorporated, shall govern the agreement of the parties. A copy of the Terms and Conditions may or may not be physically attached to documentation utilized by and between the parties. In the event of any conflict between documentation of transactions between the parties and the Terms and Conditions electronically published, the electronically published provisions shall control. The parties explicitly acknowledge that the Terms and Conditions will be amended from time to time and expressly agree that any dispute between them shall be governed by the electronically published Terms and Conditions existing at the time that any dispute arises regardless of whether those provisions are the same or different than those previously existing.
SECTION 1 – DEFINITIONS
As used in this Warehouse Receipt or Contract and Rate Quotation (collectively and/or alternatively “warehouse receipt”) the following terms have the following meanings:
(a) STORER means the person, firm, corporation, or other entity for whom the GOODS described herein are stored and to whom this Warehouse Receipt is issued and anyone else claiming an interest in the GOODS.
(b) COMPANY means Freightlead Air & Sea Inc., as used in Sections 9 and 10 hereof includes officers, directors, employees, and agents of the COMPANY while acting within the scope and course of their employment.
(c) LOT means Units or units of GOODS that are separately identified by the COMPANY.
(d) ADVANCE means all sums due or claimed to be due to COMPANY from STORER or others relating to the GOODS regardless of the source, whether liquidated or not, including but not limited to loans, disbursements, charges made for or on account of STORER or GOODS, necessary for the preservation of GOODS or reasonably incurred in their sale pursuant to law.
(e) GOODS means the personal property and/or any portion thereof which is described herein and/or which COMPANY has agreed to receive and/or store pursuant to this Warehouse Receipt.
SECTION 2 – TENDER FOR STORAGE
(a) All GOODS for storage shall be delivered at the warehouse properly marked and packed for handling.
(b) STORER 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 desired. Otherwise, the GOODS may be stored in bulk or general storage at the discretion of the COMPANY, and charges for such storage will be made at the applicable storage rate.
(c) Receipt and delivery of all or any units of a LOT shall be made without subsequent sorting except by special arrangement and subject to a charge.
(d) COMPANY shall store and deliver GOODS only in the packages in which they are originally received unless otherwise agreed to in writing.
(e) Unless STORER shall have given, at or prior to delivery of the GOODS, written instructions to the contrary, COMPANY, in its discretion, may commingle and store in bulk different lots of GOODS, whether or not owned by the same STORER.
SECTION 3 – TERMINATION OF STORAGE
(a) COMPANY may, upon written notice, as required by law, require the removal of the GOODS, or any portion thereof, from the warehouse upon the payment of all charges attributable to said GOODS within a stated period, not less than 30 days after such notification. If said GOODS are not so removed, COMPANY may sell them as provided by law and shall be entitled to exercise any other rights it has under the law with respect to said GOODS.
(b) If in the opinion of COMPANY, GOODS may be about to deteriorate or decline in value to less than the amount of COMPANY’S lien thereon, or may constitute a hazard to other property or to the warehouse or persons, the GOODS may be removed or disposed of by COMPANY as permitted by law. All charges related to said removal shall be paid by STORER.
(2) acceptance by COMPANY of any telephone order shall be at the risk of STORER. COMPANY will not be liable for any loss resulting from delivery made pursuant to telephone order, whether or not so authorized, unless COMPANY failed to exercise reasonable care with respect thereto.
(c) COMPANY shall have a reasonable time to make delivery after GOODS are ordered out and shall have a minimum of 10 business days after receipt of a delivery order in which to locate any misplaced GOODS.
(d) If COMPANY has exercised reasonable care and is unable, due to causes beyond its control, to effect delivery before the expiration of the current storage period, the GOODS will be subject to storage charges for each succeeding storage period.
(e) All instructions and requests for delivery of GOODS or transfer of title are received subject to satisfaction of all charges, liens and security interests of COMPANY with respect to the GOODS whether for accrued charges or ADVANCES or otherwise.
(f) COMPANY may require, as a condition precedent to delivery, a statement from STORER holding COMPANY harmless from claims of others asserting a superior right to STORER to possession of the GOODS. Nothing herein shall preclude COMPANY from exercising any other remedy available to it under the law to resolve conflicting claims to possession of the GOODS. All costs, including attorney’s fees, incurred by COMPANY relating in any way to COMPANY’S activities referred to in SECTION 7 shall be charged to STORER and shall, for purposes of Section 12 below, be considered “charges present or future with respect to such GOODS” and shall attach as a lien on the GOODS.
SECTION 8 – OTHER SERVICES AND CHARGES
(a) Other services rendered in the interest of STORER or the GOODS are chargeable to STORER. Such services may include, but are not limited to, the following; furnishing of special warehouse space or material, repairing, sampling, weighing, inspecting, and handling shipments.
(b) All ADVANCES are due and payable immediately. All charges are due and payable upon the date of invoice. All charges and ADVANCES not paid within 30 days from the due date are subject to an interest charge, from the date said charge or ADVANCE became due until paid, at the lesser of three (3) % per month or the maximum amount allowed by law.
(c) STORER may, subject to insurance regulations and reasonable limitations, inspect the GOODS when accompanied by an employee of COMPANY whose time is chargeable to STORER.
(d) In the event of damage or threatened damage to the GOODS, STORER shall pay all reasonable and necessary costs of protecting and preserving the GOODS. When the costs of protecting and preserving stored property are attributable to more than one STORER said costs shall be apportioned among all affected STORERS on a pro-rata basis to be determined by the COMPANY.
(e) COMPANY shall supply dunnage bracing and fastenings where it deems it appropriate on outbound shipments and the cost thereof is chargeable to STORER.
(f) Any additional costs incurred by COMPANY in unloading cars or trucks containing damaged GOODS are chargeable to STORER.
(g) COMPANY shall not be responsible for demurrage charges or delays in loading or unloading unless such demurrage charge or the delay was caused solely by COMPANY’S negligence.
(h) A charge in addition to regular storage and handling rates will be made for bonded storage.
(i) All storage, handling, and other services may be subject to minimum charges.
(j) STORER agrees to pay COMPANY all costs and ADVANCES including reasonable attorney’s fees incurred by COMPANY in connection with the storage, handling, and/or disposition of the GOODS, including without limitations; ADVANCES, and/or fees relating to lawsuits (including Bankruptcy proceedings) involving in any way said GOODS and/or STORER’s performance under this agreement. All such costs, ADVANCES, and fees, for purposes of SECTION 12 below, shall constitute “charges present or future with respect to such GOODS”.
SECTION 9 – LIABILITY AND LIMITATION OF DAMAGES
(a) Company shall not be liable for any loss or destruction of or damage to the Goods, however, caused, unless such loss, damage or destruction resulted from Company’s failure to exercise such care in regard to the Goods as a reasonably careful person would exercise under like circumstances. The company is not liable for damages that could not have been avoided by the exercise of such care. Company and Customer agree that the Company’s duty of care referred to herein shall not extend to providing a sprinkler system at the warehouse complex or any portion thereof.
(b) In no event shall Company be liable for any loss or damage caused by:
(1) acts of God; public authorities acting with actual or apparent authority; strikes; labor disputes; weather; mechanical or equipment failures; cyber-attacks; civil commotions; hazards incident to a state of war; acts of terrorism; acts or omissions of customs or quarantine officials; acts of carriers related to security; the nature of the freight or any defects thereof; inherent the vice of the goods; perishable qualities of the merchandise; fires; frost or change of weather; sprinkler leakage; floods; wind; storm; moths; public enemies; or other causes beyond its control;
(2) fragile articles injured or broken, unless packed by Company’s employees and unpacked by them at the time of delivery;
(3) pilferage or theft, unless such loss or damage is caused by the failure of the Company to exercise such ordinary care required by law; and
(4) concealed damage, or for losses incurred due to the concealed damage of the Goods.
(c) IN THE EVENT OF LOSS, DAMAGE, OR DESTRUCTION TO GOODS FOR WHICH THE COMPANY IS LEGALLY LIABLE, STORER DECLARES THAT THE COMPANY’S LIABILITY SHALL BE LIMITED TO THE LESSER OF THE FOLLOWING:
(1) THE ACTUAL COST TO STORER OF REPLACING, OR REPRODUCING THE LOST, DAMAGED, AND/OR DESTROYED GOODS TOGETHER WITH TRANSPORTATION COSTS TO THE WAREHOUSE;
(2) THE FAIR MARKET VALUE OF THE LOST, DAMAGED, AND/OR DESTROYED GOODS ON THE DATE STORER IS NOTIFIED OF LOSS, DAMAGE, AND/OR DESTRUCTION;
(3) 50 TIMES THE MONTHLY STORAGE CHARGE APPLICABLE TO SUCH LOST, DAMAGED, AND/OR DESTROYED GOODS;
(4) $0.50 PER POUND FOR SAID LOST, DAMAGED, AND/OR DESTROYED GOODS. PROVIDED, HOWEVER THAT WITHIN A REASONABLE TIME AFTER RECEIPT OF THIS WAREHOUSE RECEIPT, STORER MAY, UPON WRITTEN REQUEST INCREASE COMPANY’S LIABILITY ON PART OR ALL OF THE GOODS IN WHICH CASE AN INCREASED CHARGE WILL BE MADE BASED UPON SUCH INCREASED VALUATION; FURTHER PROVIDED THAT NO SUCH REQUEST SHALL BE VALID UNLESS MADE BEFORE LOSS, DAMAGE OR DESTRUCTION TO ANY PORTION OF THE GOODS HAS OCCURRED.
(d) The COMPANY’s liability referred to in Section 9(c) shall be STORER’S exclusive remedy against COMPANY for any claim or cause of action whatsoever relating to loss, damage, and/or destruction of GOODS and shall apply to all claims including inventory shortage and mysterious disappearance claims unless STORER proves by affirmative evidence that COMPANY converted the GOODS to its own use. STORER waives any rights to rely upon any presumption of conversion imposed by law. In no event shall STORER be entitled to incidental, special, punitive, or consequential damages.
(e) No Consequential Damages. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF COMPANY’S DUTIES, NEGLIGENCE LIABILITY WITHOUT FAULT OR ANY OTHER LEGAL THEORY OR BASIS, SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, STATUTORY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF MARKET, LOSS OF INCOME, DAMAGES ARISING FROM LOSS, ATTORNEYS FEES OR PUNITIVE DAMAGES, WRONG DELIVERY, OR DAMAGE TO PROPERTY, LOSS OF USE OF GOODS, COST OF SUBSTITUTED GOODS, DELAYED DELIVERY, OR FAILURE TO ATTEMPT DELIVERY, WHETHER OR NOT THE COMPANY HAD KNOWLEDGE THAT SUCH DAMAGES OR LOSSES MIGHT OCCUR.
(f) Temperature or Humidity Controlled Storage. Unless specifically agreed to in writing, Company shall not be responsible for the storage of the Goods in a temperature or humidity-controlled environment. The customer knowingly accepts that the Goods will be warehoused in a non-temperature/humidity-controlled environment. The company will not be responsible for any loss or damage to the Goods that result from fluctuations in temperature range or in humidity levels of the warehouse. The company will furthermore not be responsible for losses or damages incurred to Perishable Goods unless otherwise agreed to in writing prior to tender of the Goods for storage.
SECTION 10 – NOTICE OF CLAIM AND FILING OF SUIT
(a) COMPANY shall not be liable for any claim of any type whatsoever for loss and/or destruction of and/or damage to GOODS unless such claim is presented, in writing, within a reasonable time, not exceeding 60 days after STORER learns or, in the exercise of reasonable care, should have learned of such loss, destruction, and/or damage.
(b) As a condition precedent to making any claim and/or filing any suit, STORER shall provide COMPANY with a reasonable opportunity to inspect the GOODS which are the basis of STORER’S claim.
(c) NO LAWSUIT OR OTHER ACTION MAY BE MAINTAINED BY STORER OR OTHERS AGAINST COMPANY WITH RESPECT TO THE GOODS UNLESS A TIMELY WRITTEN CLAIM HAS BEEN MADE AS PROVIDED IN PARAGRAPH (a) OF THIS SECTION AND UNLESS
STORER HAS PROVIDED WAREHOUSEMAN WITH A REASONABLE OPPORTUNITY TO INSPECT THE GOODS AS PROVIDED IN PARAGRAPH
(b) OF THIS SECTION AND UNLESS SUCH LAWSUIT OR OTHER ACTION IS COMMENCED WITHIN NINE (9) MONTHS AFTER THE STORER LEARNS OR, IN THE EXERCISE OF REASONABLE CARE, SHOULD HAVE LEARNED OF THE LOSS AND/OR DESTRUCTION OF AND/OR DAMAGE TO THE GOODS.
SECTION 11 – INSURANCE
GOODS are not insured by COMPANY and the storage rates do not include insurance on the GOODS unless COMPANY has agreed, in writing, to obtain such insurance for the benefit of STORER.
SECTION 12 – LIEN
COMPANY shall have a lien against the GOODS and on the proceeds thereof for all charges for storage, handling, transportation (including demurrage and terminal charges), insurance, labor, and other charges present or future with respect to the GOODS, ADVANCES or loans by COMPANY in relation to the GOODS and for expenses necessary for the preservation of the GOODS or reasonably incurred in their sale pursuant to law. COMPANY further claims a lien on the GOODS for all such charges, ADVANCES, and expenses in respect to any other property stored by STORER in any warehouse owned or operated by COMPANY or its subsidiaries wherever located and whenever deposited and without regard to whether or not said another property is still in storage.
SECTION 13 – WAIVER – SEVERABILITY
(a) COMPANY’S failure to insist upon strict compliance with any provision of this Warehouse Receipt shall not constitute a waiver or estoppel to later demand strict compliance thereof and shall not constitute a waiver or estoppel to insist upon strict compliance with all other provisions of this Warehouse Receipt.
(b) In the event any section of this Warehouse Receipt or part thereof shall be declared invalid, illegal, and/or unenforceable, the validity, legality, and enforceability of the remaining sections and parts shall not, in any way, be affected or impaired thereby.
SECTION 14 – AUTHORITY
STORER represents and warrants that it is either
(a) the lawful owner of the GOODS which are not subject to any lien or security interest of others; or
(b) the authorized agent of the lawful owner and/or any holder of a lien or security interest and has full power and authority to enter into the agreement incorporated into this Warehouse Receipt. STORER agrees to notify all parties acquiring any interest in the GOODS of the terms and conditions of this Warehouse Receipt and to obtain, as a condition of granting such an interest, the agreement of such parties to be bound by the terms and conditions of this Warehouse Receipt.
SECTION 15 – NOTICES
All written notices provided herein may be transmitted by any commercially reasonable means of communication and directed to COMPANY at the address on the front hereof and to STORER at its last known address. STORER is presumed to have knowledge of the contents of all notices transmitted in accordance with this Section within five days of transmittal.
SECTION 16-GOVERNING LAW
This agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.
SECTION 17-ENFORCEMENT OF THIS AGREEMENT
Any actions to enforce the provisions of this agreement may be commenced only in a court of competent jurisdiction located in the State of New Jersey.
SECTION 18-ENTIRE AGREEMENT
This agreement shall constitute the entire agreement between COMPANY and STORER relating to the GOODS and supersedes all existing agreements between them whether written or oral and shall not be changed, amended, or modified except by written an agreement signed by representatives of COMPANY and STORER.