WAREHOUSING SERVICES
TERMS OF SERVICE

 

 

These Terms of Service constitute a legally binding agreement (the “Agreement”) between the person or entity seeking warehousing and related services (the “Depositor” or “you”) and More Than Freights, LLC and its parents, subsidiaries, representatives, affiliates and officers (“Warehouse Operator”) governing use of Services, as described herein. By utilizing any “Services” provided you expressly acknowledge that you understand this Agreement and accept all of its terms.

 

Services – Warehouse Operator shall provide warehousing, delivery, assembly, and installation services (collectively known as “Services”). A list of Services can be found in the Warehouse Pricing Sheet, which may be amended from time to time without notice to Depositor. The current Warehouse Pricing Sheet will be provided at the time of deposit of Goods into storage and upon request by Depositor.

 

Goods – Depositor shall provide Warehouse Operator in writing a description of items subject to the Services (the “Goods”). Under no circumstances will Warehouse Operator provide Services for Goods that are classified as hazardous, chemicals, volatile, toxic, or similar. Warehouse Operator reserves the right to reject Goods in their sole discretion.

 

Storage – Warehouse Operator shall provide the Services in its facility (the “Facility”).

 

Payment of Charges – Charges for labor, receiving, storage, cartage and other services are billed in accordance with the Warehouse Pricing Sheet. All charges are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Depositor. You will be charged weekly upon completion of the Services. Payments made via credit card will incur an additional fee. Delivery fees must be paid at time of scheduling, or you must have a credit card on file. Late charges shall accrue on all overdue accounts. Depositor will pay all reasonable attorneys’ fees incurred by Warehouse Operator in collecting delinquent accounts. No product delivery will be completed until all outstanding invoices are paid in full. Depositor shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Warehouse Operator. If there is an inconsistency between these Terms of Service and the Warehouse Pricing Sheet, the Warehouse Pricing Sheet shall govern.

Change of Address – Notice of change of address by Depositor must be given to and acknowledged by Warehouse Operator in writing.

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 Operator and thereafter direct the release and/or delivery of the Goods. Without limiting any other provision in this Agreement, this provision is subject to indemnification as further described herein.

Accurate Information – Depositor will provide Warehouse Operator with information concerning the Goods which is accurate, complete and sufficient to allow Warehouse Operator to comply with all laws and regulations concerning the storage, handling, processing and transporting of the Goods. Without limiting any other provision in this Agreement, this provision is subject to indemnification as further described herein.

Tender of Goods – All Goods shall be delivered to a location designated by Warehouse Operator only during Warehouse Operator’s posted business hours. All Goods must be properly marked and packaged for storage and handling. 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 Operator may refuse to accept any goods for storage if the goods tendered do not conform to the description previously agreed upon between Depositor and Warehouse Operator. If Warehouse Operator accepts any such nonconforming goods for storage, Depositor agrees to rates and charges as may be assigned and invoiced by Warehouse Operator as well as all terms and conditions set forth herein.

Third Party Transportation Providers. For all Goods shipped to the Facility, Depositor shall ensure that the bill of lading or other contract of carriage ("Transportation Contract") as well as all declarations to government regulatory agencies (i) identify Depositor as the named consignee, in care of Warehouse Operator, and (ii) do not identify Warehouse Operator as the consignee. If any Goods are shipped to the Warehouse naming Warehouse Operator as named consignee on the Transportation Contract, Depositor shall promptly notify the carrier in writing that Warehouse Operator is (i) the "in care of party" only and (ii) does not have any beneficial title or interest in the Goods. Warehouse Operator may refuse to accept any Goods tendered for storage in violation of this provision, and shall not be liable for any loss or damage to, or misconsignment of, such Goods. Whether Warehouse Operator accepts or refuses goods shipped in violation of this provision, Depositor agrees to indemnify and hold Warehouse Operator harmless from all claims for transportation, storage, handling, and other charges relating to such goods, including surcharges, undercharges, rail demurrage, truck/intermodal detention, and other charges of any nature whatsoever. Depositor further agrees to indemnify, defend, and hold Warehouse Operator harmless from any costs, liabilities, actions, penalties, or expenses of any kind associated with the improper declaration of Warehouse Operator as consignee.   

Transfer or Withdrawal of Goods – The receipt is not negotiable and shall be produced and all charges on the account must be paid before delivery to Depositor or transfer of Goods to another person. No such transfer of account or of such Goods to another person shall be effective until Warehouse Operator has been duly notified in writing or email, the old receipt(s) returned to Warehouse Operator and new receipt(s) issued by Warehouse Operator. Warehouse Operator may, without notice, move any or all of the Goods from one location within the Facility to another location within the same facility.

Access and Release of Goods – Depositor shall provide Warehouse Operator a minimum of 48 hours' written instructions (each, a "Release Order") if it desires to order any Goods released from the Warehouse. Subject to receipt of such Release Order and payment of all outstanding storage and other fees, Warehouse Operator shall release the requested Goods to Depositor or its designee upon return of the warehouse receipt or receipts issued for the applicable Goods, together with the applicable Release Order, signed by Depositor. Depositor shall give Warehouse Operator a reasonable time after Warehouse Operator's receipt of Depositor's written instructions to carry out Depositor's instructions to release the Goods to Depositor or its designee. Warehouse Operator may without liability rely on any information contained in any Release Order or other written communication from Depositor. Depositor shall be responsible for all shipping, handling, and other charges assessed by carriers and/or third parties in connection with the delivery and/or other shipment of the Goods. A Release Order providing instructions to transfer Goods on the books of Warehouse Operator to any other depositor of goods in the Warehouse will not be effective until such Release Order is delivered to and accepted by Warehouse Operator. The depositor of record shall be responsible for all charges up to the time the actual transfer of the applicable Goods is made. When Goods in storage are transferred from one party to another through issuance of a new warehouse receipt, a new storage date for the transferee will be established effective on the date of transfer.

Pickup For, Access To and Delivery From Storage – Where Warehouse Operator is directed to load or deliver property to or from a place at which the Depositor or his agent are not present to affirm the inventory, the property shall be loaded or delivered at the risk of the Depositor and Warehouse Operator will be held harmless for any errors or misinterpretation of Depositor ’s instructions. A signed order from the person in whose name the receipt is issued is required to enable others to release, receive, remove or access the Goods. A labor charge shall be assessed to retrieve, stage and re-stow the stored Goods each time they are accessed.

Shipments to and from Warehouse Operator – The Good are deemed to be received on the date that the Warehouse Operator accepts care, custody, and control of the Goods, regardless of unloading date or the date warehouse receipt is issued. All shipments will be received as “subject to inspection” regardless of the shipper’s policies. Warehouse Operator is not liable for any concealed damages, manufacturing or craftsmanship defects or claim denials. Depositor will have the option to hire Warehouse Operator to inspect items for shipping damages and may use the findings to file claims with their shippers or manufacturers. Any shipment sent “Must inspect on delivery”, “Inspection required on delivery”, “Must open and inspect on delivery” needs to be scheduled at least two days in advance with a minimum of a two-hour delivery window. Shipper must stay on site while pieces are inspected. If the shipper is unable to stay on site while pieces are inspected, a note will be made on the receiving paperwork and Warehouse Operator will assume no liability.

Liability for Mis-shipment – If Warehouse Operator negligently mis-ships Goods, Warehouse Operator shall pay the reasonable transportation charges incurred to return the mis-shipped Goods to the Facility. If the consignee fails to return Goods, Warehouse Operator’s maximum liability shall be for the lost or damaged Goods as specified the Liability Section below, and Warehouse Operator 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.

Delivery Requirements – No Goods shall be delivered or transferred except upon receipt by Warehouse Operator of Depositor ’s complete written instructions. Written instructions shall include, but are not limited to E-Mail or similar communication, provided Warehouse Operator has no liability when relying on the information contained in the communication as received.

Building Security – Warehouse Operator does not represent or warrant that its building(s) or the contents of such building(s) cannot be destroyed by fire or that the contents of said building(s) or the property within cannot be destroyed by fire. Warehouse Operator shall not be required to maintain a watchman or sprinkler system and its failure to do so shall not constitute negligence or otherwise.

Mysterious Disappearance – Warehouse Operator 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 Operator’s failure to exercise the care required of Warehouse Operator. Any presumption of conversion imposed by law shall not apply to such loss and a claim by Depositor of conversion must be established by affirmative evidence that Warehouse Operator converted the Goods to Warehouse Operator’s own use.

Claims or Errors – Claims for delivery damage or breakage must be made in writing within two (2) days from the delivery of Goods stored or they are waived. Claims for non-delivery or obvious damage of any article or articles must be made within two (2) days time limit for written claim.

 

Future Service – This Contract shall extend and apply to future services rendered to Depositor by Warehouse Operator and to any additional Goods deposited with Warehouse Operator by Depositor.

Warehouse Operator’s Lien – Warehouse Operator reserves a lien for all advances made by Warehouse Operator and for all charges hereinafter incurred by Depositor and may enforce this lien in accordance with the provisions of applicable law. Until the Depositor pays all charges due and removes the Goods from storage, Depositor hereby grants Warehouse Operator a lien on the Goods.

Indemnification - Depositor shall indemnify, defend, and hold harmless Warehouse Operator and its officers, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party, relating to/arising out of or resulting from any claim of a third party or Warehouse Operator arising out of or occurring in connection with the Services or from Depositor's negligence, willful misconduct, or breach of this Agreement (each a "Warehouse Claim"). Depositor shall not enter into any settlement of a Warehouse Claim without Warehouse Operator's or Indemnified Party's prior written consent. Amounts incurred by Warehouse Operator shall be charged in relation to the Goods and subject to Warehouse Operator’s lien.

Liability of Warehouse Operator – Warehouse Operator will provide a reasonably clean and sheltered storage environment. Warehouse Operator shall not be liable for any loss or damage to the Goods tendered, stored, or handled, however caused, unless such loss or damage resulted from the failure by Warehouse Operator to exercise the level of care with regard to the Goods that a reasonably careful person would have exercised under the circumstances. Warehouse Operator is not liable for damages which could not have been avoided by the exercise of such care. Unless specifically ordered herein and a separate fee levied there for, Warehouse Operator shall not be responsible for special or extraordinary servicing or treatment of Goods requiring periodic service or treatment for their preservation or maintenance. Under no circumstances shall Warehouse Operator be responsible for any loss or damage by rust, mold, leakage of contents, heat, normal wear and tear, inherent vice, acts of God, strikes, war, riot or civil commotions, or deterioration due to time; nor for the loss or damage to fragile articles not packed correctly or fragile articles packed by the owner or by workmen other than employees of Warehouse Operator. Warehouse Operator shall not be liable for loss or damage to the interior contents of any container or article of furniture.

Liability and Limitation of Damages – Goods are not insured by Warehouse Operator against loss or damage however caused. Depositor declares that unless otherwise agreed to in writing, damages are limited to the lessor of the actual repair cost or replacement cost not to exceed a maximum of $500.00 per item. The remedies set forth in this section shall be Depositor’s sole and exclusive remedy and Warehouse Operator’s entire liability for any breach of warehouse Operator’s obligations set forth in this Section. Liability may at the time of acceptance of this Contract 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. Where loss or damage occurs to tendered, stored or handled Goods, for which Warehouse Operator 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. Warehouse Operator shall not be liable for replacement of items not inspected prior to shippers deadline for reporting concealed damage. Depositor agrees to email Warehouse Operator if they have not received inspection photos within 2 business days of Warehouse Operator receiving the product.

Limitation of Liability – IN NO EVENT SHALL WAREHOUSE OPERATOR BE RESPONSIBLE OR LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES OF ANY TYPE OR NATURE WHATSOEVER AND HOWEVER ARISING, INCLUDING, WITHOUT LIMITATION, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF ANY PROVISION OF THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY DEPOSITOR OR COULD HAVE BEEN REASONABLY FORESEEN BY PERSON OR ENTITY, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL WAREHOUSE OPERATOR'S AGGREGATE LIABILITY UNDER THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, WAREHOUSE OPERATOR'S LIABILITY, EXCEED THE TOTAL OF THE AMOUNTS PAID TO WAREHOUSE OPERATOR FOR THE SERVICES RENDERED HEREUNDER OR $20,000, WHICHEVER IS LESS.

In the case of loss or damage to Goods for which Warehouse Operator is not liable, Depositor shall be responsible for all charges incurred in removing and disposing of such Goods, including any environmental clean-up and remediation costs related to such Goods and their removal and disposal.

Force Majeure  - Warehouse Operator is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances. If Warehouse Operator has been unable to remove/deliver the Goods due to any of the aforementioned reasons, such Goods shall be subject to storage charges until such Goods are actually removed/delivered.

Choice of Law and Forum - Any dispute or claim that arises out of or that relates to these Terms of Service, or to the interpretation or breach thereof, or to the existence, validity, or scope of these Terms of Service or the arbitration agreement, shall be resolved by arbitration in front of one arbitrator in accordance with the then effective arbitration rules of (and by filing a claim with) Arbitration Service of Portland, Inc. or the American Arbitration Association, whichever organization is selected by the party who first initiates arbitration by filing a claim in accordance with the filing rules of the organization selected, and judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof. The parties acknowledge that mediation usually helps parties to settle their dispute. Therefore, any party may propose mediation whenever appropriate through either of the organizations named above or any other mediation process or mediator as the parties may agree upon.

 

Severability and Waiver

  1. 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 judgement 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.

  2. Warehouse Operator’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.

  3. The provisions of this Contract shall be binding upon the heirs, executors, successors and assigns of both Depositor and Warehouse Operator; contain the sole agreement governing Goods tendered to Warehouse Operator; and, cannot be modified except by a writing signed by Warehouse Operator and Depositor.

 

Assignment - Depositor shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Warehouse Operator. Any purported assignment or delegation shall be null and void. No assignment or delegation shall relieve Depositor of any of its obligations hereunder. Warehouse Operator may at any time assign, transfer, or subcontract any or all of its rights or obligations under this Agreement without Depositor's prior written consent.

 

By utilizing any “Services” provided you expressly acknowledge that you understand these Terms of Service and accept all of its terms.