Terms and Conditions

Approved and promulgated by American Warehouse Association, October 1968; revised and promulgated by International Warehouse Logistics Association, January 1998 and November 2008.

Acceptance

(a) This Contract, including accessorial charges that may be attached hereto, must be accepted within 30 days from the proposal date by signature of the Depositor. Without written acceptance, the act of tendering goods described herein for storage or other services by Warehouse within 30 days from the proposal date shall constitute acceptance by Depositor. The Depositor has had the opportunity to review and inspect the warehouse facility ("Facility").

(b) If 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, Depositor agrees to rates and charges as may be assigned and invoiced by Warehouse and to all terms of 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

Depositor agrees that all Goods shipped to Warehouse shall identify Depositor on the bill of lading or other contracts 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 contracts of carriage, Depositor agrees to immediately notify the carrier in writing, with a 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, misconsignment, or damage of any nature to, or related to, such Goods. 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 other charges of any nature whatsoever.

Tender of goods

All Goods shall be delivered at the Facility properly marked and packaged for storage and handling. The Depositor shall furnish, at or before 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.

Storage period and charges

(a) Unless otherwise agreed in writing, all storage charges are per package or other agreed units per month.

(b) The storage month begins on the date that the Warehouse accepts care, custody, and control of the Goods, regardless of the unloading date or date of issue of warehouse receipt.

(c) A full month's storage charge will apply on all Goods received between the first 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 storage months.

(d) 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 and payable on the first day of storage for the initial month and thereafter on the first day of the calendar month.

(e) All storage charges are due and payable on the first day of the storage month.

Transfer termination of storage removal of goods

(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 are made are chargeable to the Depositor. If a transfer involves rehandling the Goods, such will be subject to a charge. When Goods in storage are transferred from one party to another through the issuance of a new warehouse receipt, a new storage date is established on the date of transfer.

(b) The Warehouse reserves the right to move, at its expense, 14 days after the notice is sent by certified mail or overnight delivery to the Depositor , any Goods in storage from the Facility in which they may be stored to any other of the Warehouse's Facilities. The Warehouse will store the Goods at, and may, without notice move the Goods within and between, any one or more of the warehouse buildings which comprise the Facility identified on the front of this Contract.

(c) The Warehouse may require the removal of any Goods 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. 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 Warehouse, in good faith, believes that the Goods are about to deteriorate or decline in value to less than the amount of Warehouse's lien before the end of the 30-day notice period referred to in Section 5(c), the Warehouse may specify in the notification any reasonable shorter time for removal of the Goods and if the Goods are not removed, may sell them at a public sale held one week after a single advertisement or posting as provided by law.

(e) 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 the Facility or persons, the Warehouse 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 Warehouse, after a reasonable effort, cannot sell the Goods, it 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 Warehouse may remove the Goods from the Facility and shall incur no liability by reason of such removal.

Handling

(a) The handling charge covers the ordinary labor involved in receiving Goods at the warehouse door, placing Goods in storage, and returning Goods to the 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 the warehouse door will be charged to the Depositor.

(d) When Goods are ordered out in quantities less than in which they were received, the Warehouse may make an additional charge for each order or each item of an order.

(e) The Warehouse shall not be liable 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.

Delivery requirements

(a) 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 in accordance with Depositor's prior written authorization, but the Warehouse shall not be responsible for loss or error occasioned thereby.

(b) When Goods are ordered out, a reasonable time shall be given to the Warehouse to carry out instructions, and if it is unable because of acts of God, war, public enemies, seizure under legal process, strikes, lockouts, riots, or civil commotions, or any reason beyond the Warehouse's control, or because of loss of or damage to Goods for which Warehouse is not liable, or because of any other excuse provided by law, 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.

Extra services special services

(a) Warehouse labor required for services other than ordinary handling and storage will be charged to the Depositor.

(b) Special services requested by the Depositor, including but not limited to compiling 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) Goods may be received or delivered by prior arrangement during other than usual business hours, subject to a charge.

(e) Communication expenses, including postage, overnight delivery, or telephone, may be charged to the Depositor if such concerns more than normal inventory reporting or if, at the request of the Depositor, communications are made by other than regular United States Mail.

Bonded storage

(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

(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 storage and/or handling account will be made. This charge will also apply to each account when one customer has several accounts, requiring separate records and billing.

Liability and limitation of damages

(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 REGARDING THEM AS A REASONABLY CAREFUL PERSON WOULD EXERCISE UNDER LIKE CIRCUMSTANCES, AND WAREHOUSE IS NOT LIABLE FOR DAMAGES WHICH COULD NOT HAVE BEEN AVOIDED BY THE EXERCISE OF SUCH CARE.

(b) GOODS ARE NOT INSURED BY THE WAREHOUSE AGAINST LOSS OR DAMAGE, HOWEVER, CAUSED.

(c) THE DEPOSITOR DECLARES THAT DAMAGES ARE LIMITED TO $500.00 PER PACKAGE, PROVIDED, HOWEVER, THAT SUCH LIABILITY MAY, AT THE TIME OF ACCEPTANCE OF THIS CONTRACT AS PROVIDED IN SECTION 1, BE INCREASED UPON THE 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) WHERE LOSS OR DAMAGE OCCURS TO TENDERED, STORED, OR HANDLED GOODS FOR WHICH THE 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 CLEAN-UP AND SITE REMEDIATION RESULTING FROM THE LOSS OR DAMAGE TO THE GOODS.

Notice of claim and filing of suit

(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) 30 days after delivery of the Goods by the Warehouse or (ii) 30 days after Depositor is notified by the Warehouse that loss or damage to part or all of the Goods has occurred.

(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 a 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 the date of delivery by Warehouse or (ii) nine months after Depositor is notified that loss or damage to the 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 action after notice begins on the date of mailing such notice by the Warehouse.

Liability for consequential damages

Warehouse shall not be liable for any loss of profit or special, indirect, or consequential damages of any kind.

Liability for misshipment

If Warehouse negligently misships Goods, the Warehouse shall pay the reasonable transportation charges incurred to return the misshipped Goods to the Facility. If the consignee fails to return the Goods, Warehouse's maximum liability shall be for the lost or damaged Goods as specified in Section 11 above, 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.

Mysterious disappearance

Warehouse shall be liable for loss of Goods due to inventory shortage or unexplained or mysterious disappearance of Goods only if Depositor establishes such loss occurred because of Warehouse's failure to exercise the care required of Warehouse under Section 11 above. Any presumption of conversion imposed by law shall not apply to such loss, and a claim by the Depositor of conversion must be established by affirmative evidence that the Warehouse converted the Goods to the Warehouse's use.

Right to store goods

Depositor represents and warrants that Depositor is lawfully possessed of 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 of any dispute or litigation, whether instituted by Warehouse or others, respecting Depositor's right, title or interest in the Goods. Such amounts shall be charged in relation to the Goods and subject to Warehouse's lien.

Accurate information

The Depositor will provide Warehouse with information concerning the Goods, which is accurate, complete, and sufficient to allow the Warehouse to comply with all laws and regulations concerning the storage, handling, and transporting of the Goods. The Depositor will indemnify and hold Warehouse harmless from all loss, cost, penalty, and expense (including reasonable attorneys' fees) that the Warehouse pays or incurs due to the Depositor failing to discharge this obligation fully.

Severability and waiver

(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 failure to require strict compliance with any provision of this Contract shall not constitute a waiver or estoppel to demand later 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 written signed by the Warehouse and Depositor.

Lien

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, 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. To protect its lien, the Warehouse reserves the right to require advance payment of all charges before the shipment of Goods.

Documents of title

Documents of title, including warehouse receipts, may be issued in physical or electronic form at the parties' option.

Governing law and jurisdiction

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 of Pennsylvania where the Facility is located, including Article 7 of the Uniform Commercial Code as ratified in Pennsylvania, 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.