Standard Contract Terms and Conditions

ACCEPTANCE

  • 1.1 This Contract must be accepted within 30 days from the proposal date by DEPOSITOR’s signature. If not signed, tendering GOODS for storage or services at GWSI INC.’s warehouse within 30 days constitutes acceptance. DEPOSITOR may inspect GWSI INC.’s warehouse facility (“FACILITY”) prior to acceptance.
  • 1.2 If GOODS tendered do not match the description in this Contract, or conforming GOODS are tendered after 30 days without prior written acceptance, GWSI INC. may refuse them. If accepted, DEPOSITOR agrees to GWSI INC.’s rates, charges, and terms.
  • 1.3 All GOODS accepted by GWSI INC. are subject to this Contract.
  • 1.4 Either party may cancel this Contract with 30 days’ written notice. The Contract is canceled if no storage or services occur for 180 days.

SHIPMENTS TO AND FROM WAREHOUSE

DEPOSITOR agrees that all GOODS shipped to or from GWSI INC. shall list DEPOSITOR as the named consignee on the bill of lading, in care of GWSI INC., and not list GWSI INC. as the consignee. If GOODS are incorrectly shipped to GWSI INC. as consignee, DEPOSITOR must immediately notify the carrier in writing, copying GWSI INC., clarifying that GWSI INC. is only the “in care of” party with no title or interest in the GOODS. GWSI INC. may refuse such GOODS and is not liable for any loss, mis-consignment, or damage. DEPOSITOR agrees to indemnify and hold GWSI INC. harmless from all claims, fines, penalties, costs, and expenses (including attorney’s fees) arising from non-compliance with this Section 2. GWSI INC. is not responsible for duties of an “importer” under 21 U.S.C. § 384a or an “agent” under 21 U.S.C. § 350d.

TENDER OF GOODS

GOODS must be delivered to the FACILITY properly marked, packaged, and segregated for storage and handling. DEPOSITOR shall provide a manifest at or before delivery, detailing marks, brands, sizes, and desired services (e.g., storage, kitting, reverse logistics). GWSI INC. is not responsible for hidden defects, concealed shortages, damage, inherent vice, or tampering.

STORAGE PERIOD AND CHARGES

  • 4.1 Unless otherwise agreed in writing, storage charges are per package or unit per month, based on available space.
  • 4.2 The storage month begins when GWSI INC. accepts care, custody, and control of the GOODS, regardless of unloading or receipt issuance date.
  • 4.3 A full month’s storage charge applies to GOODS received from the 1st to 15th of a month; a half-month charge applies from the 16th to the last day. A full month’s charge applies to GOODS in storage on the first day of each subsequent month.
  • 4.4 If mutually agreed in writing, a storage month may run from a specific date in one month to the same date in the next, with charges due on the first day of the storage month.
  • 4.5 Invoices unpaid after 30 days may incur a late fee of 1.5% per month, or the maximum allowed by law. Disputes over invoice amounts must be submitted in writing within 30 days of the invoice date. DEPOSITOR may not offset payments without GWSI INC.’s prior written consent.

TRANSFER, TERMINATION OF STORAGE, REMOVAL OF GOODS

  • 5.1 Transfer instructions are effective only when delivered to and accepted by GWSI INC. Charges up to the transfer date are payable by DEPOSITOR. Re-handling for transfers incurs additional charges. A new storage date is set upon transfer via a new warehouse receipt.
  • 5.2 GWSI INC. may move GOODS to another of its eastern U.S. facilities at its expense, with 14 days’ written notice to DEPOSITOR. GWSI INC. may also move GOODS within the FACILITY without notice.
  • 5.3 GWSI INC. may require advance payment of all charges before GOODS are removed.
  • 5.4 GWSI INC. may require GOODS removal with 30 days’ written notice. If not removed, GWSI INC. may sell the GOODS per applicable law.
  • 5.5 If GWSI INC. believes GOODS will deteriorate or lose value below GWSI INC.’s lien before the 30-day notice period, GWSI INC. may specify a shorter removal time and sell the GOODS at public sale after minimal notice, as allowed by law.
  • 5.6 If GOODS are hazardous due to undisclosed quality or condition, GWSI INC. may sell, return, or dispose of them with reasonable notice, incurring no liability.
  • 5.7 If GWSI INC. cannot sell GOODS after reasonable effort, it may dispose of them lawfully without liability.

HANDLING

  • 6.1 Handling charges cover ordinary labor for receiving, storing, and returning GOODS to the warehouse door, payable upon receipt.
  • 6.2 Labor for unloading/loading or handling damaged GOODS incurs additional charges.
  • 6.3 Labor and materials for loading rail cars or vehicles are charged to DEPOSITOR.
  • 6.4 Orders for partial quantities may incur additional charges per order or item.
  • 6.5 DEPOSITOR shall indemnify GWSI INC. against all claims, costs, and expenses (including attorney’s fees) for transportation, storage, handling, demurrage, or detention, unless GWSI INC. fails to exercise reasonable care per industry standards.

DELIVERY REQUIREMENTS

  • 7.1 GOODS are delivered or transferred only upon DEPOSITOR’s complete written instructions (e.g., FAX, EDI, email). Telephone or electronic instructions require prior written authorization. GWSI INC. is not liable for errors from such instructions or failure to execute them.
  • 7.2 GOODS remaining in storage incur regular charges. GWSI INC. requires reasonable time to fulfill delivery instructions.

EXTRA/SPECIAL SERVICES

  • 8.1 Labor for services beyond ordinary handling and storage (e.g., kitting, reverse logistics) is charged to DEPOSITOR.
  • 8.2 Special services, such as stock statements, serial number reporting, or transit billing, incur additional charges.
  • 8.3 Dunnage, bracing, or packing materials are charged at cost plus a markup.
  • 8.4 Non-business-hour receipt or delivery, by prior arrangement, incurs a charge.
  • 8.5 Communication expenses (e.g., postage, overnight delivery) beyond normal reporting are charged to DEPOSITOR.
  • 8.6 GWSI INC. conducts physical inventories or cycle counts at DEPOSITOR’s expense, with representatives of both parties and auditors present if desired.

BONDED STORAGE

  • 9.1 Merchandise in bond incurs additional charges.
  • 9.2 GWSI INC. is not liable for GOODS seized by U.S. Customs under a warehouse receipt for bonded GOODS.

MINIMUM CHARGES

  • 10.1 Minimum handling and storage charges apply per lot per month. For multiple lots or assorted lots, minimum charges apply per mark, brand, or variety.
  • 10.2 A minimum monthly charge applies per account for storage and/or handling, including separate accounts for a single customer.

LIABILITY AND LIMITATION OF DAMAGES

  • 11.1 GWSI INC. is not liable for loss or damage unless it fails to exercise reasonable care, as a prudent person would under similar circumstances.
  • 11.2 GWSI INC. does not insure GOODS against loss or damage.
  • 11.3 For loss or damage where GWSI INC. is legally liable, liability is limited to $500 per pallet, not exceeding GWSI INC.’s liability insurance limit. DEPOSITOR may request a higher limit in writing at contract acceptance, subject to an additional monthly charge.
  • 11.4 The liability limit in 11.3 is DEPOSITOR’s sole remedy for all claims, including shortages or mysterious disappearances, unless DEPOSITOR proves GWSI INC. converted the GOODS for its own use.
  • 11.5 For loss or damage not attributable to GWSI INC., DEPOSITOR is responsible for removal, disposal, environmental cleanup, and site remediation costs.

NOTICE OF CLAIM AND FILING OF SUIT

  • 12.1 Claims must be submitted in writing within 60 days of delivery or notification of loss/damage, including details of the GOODS, basis for liability, and alleged loss amount.
  • 12.2 Lawsuits must be filed within nine months of delivery or notification of loss/damage, and only after a timely written claim.
  • 12.3 For undelivered GOODS, time limits start from the date GWSI INC. sends written notice of loss/damage.

LIABILITY FOR CONSEQUENTIAL DAMAGES

GWSI INC. is not liable for special, indirect, exemplary, punitive, or consequential damages (e.g., lost profits, business interruption), regardless of foreseeability.

LIABILITY FOR MIS-SHIPMENT AND CHARGEBACKS

  • 14.1 If GWSI INC. negligently mis-ships GOODS, it will pay reasonable transportation costs to return them. If the consignee keeps the GOODS, GWSI INC.’s liability is limited to Section 11.3, with no liability for consignee acceptance or use.
  • 14.2 GWSI INC. is not responsible for chargebacks.
  • 14.3 Claims under this section must comply with Section 12.

RECALL

DEPOSITOR must notify GWSI INC. in writing of any recall, withdrawal, or correction. GWSI INC. will not initiate a recall without DEPOSITOR’s written approval, unless required by law. DEPOSITOR bears all recall costs and indemnifies GWSI INC. against related losses, costs, and expenses (including attorney’s fees).

FORCE MAJEURE

Neither party is liable for non-performance (except DEPOSITOR’s payment obligations) due to acts of God, natural disasters, strikes, cyberattacks, government actions, pandemics, or other events beyond reasonable control. The affected party must notify the other promptly. DEPOSITOR pays storage charges during force majeure if GWSI INC. must protect GOODS. GOODS are stored, handled, and transported at DEPOSITOR’s risk for losses caused by such events.

RIGHT TO STORE GOODS

DEPOSITOR warrants lawful possession and authority to store GOODS with GWSI INC. DEPOSITOR indemnifies GWSI INC. against losses, costs, and expenses (including attorney’s fees) from disputes over DEPOSITOR’s rights to the GOODS.

ACCURATE INFORMATION

DEPOSITOR warrants that it has disclosed all health, safety, and environmental hazards related to the GOODS and will provide accurate, complete information to comply with laws. DEPOSITOR indemnifies GWSI INC. against losses, costs, and expenses (including attorney’s fees) from non-compliance.

CONFIDENTIALITY

  • 19.1 Both parties shall keep confidential the Contract terms and proprietary information (e.g., rates, origins, consignees), disclosing only as required by law, for financing, substitute services, or audits.
  • 19.2 GWSI INC. maintains safety and security procedures for confidential information per Section 11’s standard of care, with no liability for breaches unavoidable by reasonable care.

SEVERABILITY, WAIVER, AND ASSIGNMENT

  • 20.1 If any provision is invalid, the remaining provisions remain effective.
  • 20.2 GWSI INC.’s failure to enforce a provision does not waive future enforcement.
  • 20.3 This Contract binds heirs, successors, and assigns, is the sole agreement, and may only be modified in writing by both parties.
  • 20.4 DEPOSITOR may not assign or sublet obligations without GWSI INC.’s written consent.

LIEN

GWSI INC. has a general lien on GOODS for all lawful charges (e.g., storage, transportation, labor) and on other GOODS stored by DEPOSITOR in GWSI INC. facilities. GWSI INC. may require advance payment to protect its lien and will not subordinate it without written agreement.

DOCUMENTS OF TITLE

Warehouse receipts may be issued in physical or electronic form. This Contract governs any inconsistencies with receipts.

GOVERNING LAW AND JURISDICTION

This Contract is governed by the laws of the state where the GWSI INC. FACILITY is located, including Article 7 of the Uniform Commercial Code, excluding conflict of laws rules. Any disputes or lawsuits must be filed in the state or federal courts of the state where the FACILITY is located.