Terms of Service

Effective Date: August 31, 2022

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This Warehousing Services Agreement (the "Agreement") is entered into by and between More Than Freights, LLC ("Company", "we", or "us"), an Oregon limited liability company, and Customer ("Customer" or "you"). By using or signing up for the Company’s warehousing, receiving, inspection, or storage services ("Services"), Customer expressly agrees to be bound by the following terms:

 

1. Definitions

•    Company: More Than Freights, LLC, including its affiliates, subsidiaries, employees, agents, and contractors.
•    Customer: The individual or legal entity that requests or utilizes warehousing and related services provided by the Company under this Agreement.
•    Goods: All items provided by the Customer, or directly shipped to the Company from manufacturers or third-party carriers on behalf of the Customer, for which the Company provides warehousing services. These items must be accurately described by the Customer on provided invoices, service orders, packing lists, or similar documentation.
•    Services: Activities performed by the Company related to warehousing, including but not limited to the receipt, inspection, storage, inventory management, handling, release, and delivery of the Goods.
•    Charges: All fees and expenses payable by the Customer for Services provided under this Agreement, as detailed in the Company's separate pricing document. These charges may be subject to adjustment based on actual conditions, requirements, or discrepancies as outlined herein and in the referenced pricing document.

 

2. Services Provided

The Company agrees to provide the Services to Customer for the Goods described by Customer. The charges for the Services (the “Charges”) will be as quoted in writing (such as in a service order or invoice) based on the information provided by Customer. Customer acknowledges that the quoted Charges depend on the accuracy and completeness of the information Customer provides. If the actual details of the Goods or required Services differ from what was provided (for example, additional items, different dimensions/weight, or extra handling requirements), the Company reserves the right to adjust the Charges accordingly. Any initial payment made by Customer will be applied toward the Services; if the final price increases due to inaccurate information or changes in scope, the Company will inform Customer of the additional amount due, and Customer must pay the difference before the Company performs or continues the Services.

3. Description of Goods; Right to Refuse

Customer shall provide a complete and accurate list or description of the Goods to be stored, including quantities, types of items, identifying details (such as model or invoice numbers), and any known characteristics or fragility. Under no circumstances will the Company provide Services for any goods that are not fully and accurately described by Customer, or for goods that are hazardous, illegal, perishable beyond normal conditions, or otherwise unsafe or unsuitable for warehouse storage. The Company, in its sole discretion, may refuse to accept or store any Goods that it deems inadvisable or unsafe to handle or which do not match the description provided. If the Company discovers that any Goods already in storage violate the terms of this Agreement (for example, hazardous materials or items not disclosed), the Company may immediately remove, quarantine, or require removal of such Goods at Customer’s expense, and the Customer will be responsible for any resulting damages or fees.

 

4. Payment of Charges

Customer agrees to pay all Charges specified by the Company. Charges are billed monthly unless Goods are requested for release (delivery, pickup, return, or any other reason). All Charges related to specific Goods must be paid in full before those Goods can be released. Invoices will be provided according to the Company’s standard billing cycle, with payment due as indicated or, if unspecified, within 15 days of the invoice date. All Charges exclude applicable taxes and governmental fees, for which the Customer remains responsible. The Company may withhold release of Goods until all outstanding Charges, taxes, or fees are fully settled. Late payments incur a monthly interest of 1.5%, and the Customer will be liable for reasonable collection costs, including attorney’s fees.
 

5. Storage Conditions and Customer Responsibilities

a. Preparation of Goods: All Goods must be properly packaged and prepared by Customer, or by manufacturers or third-party carriers on behalf of the Customer for safe transportation and storage. All Goods should be in a condition suitable for handling and storage when delivered to the Company’s facility. The Company will inspect the Goods upon arrival for any obvious physical damage or discrepancy against the description. The Company will notify Customer of any damage or issues noted during receiving; however, the Company’s acceptance of Goods does not guarantee their condition if such condition was not externally apparent.

b. Access and Release of Goods: The Goods will be stored at the Company’s designated warehouse facility. Customer may request release or delivery of Goods by giving reasonable advance notice to the Company (at least 48 hours notice is recommended for scheduling). The Company will make Goods available for pickup or will deliver the Goods as separately arranged (pickup arrangements and delivery services may incur additional charges unless already included in the Services). A person of at least 18 years of age must be present to accept the Goods upon final delivery or to pick up the Goods from the warehouse, and must sign a release or receipt confirming pickup/delivery. The Company may require photo identification and proof of authority from any person who requests pickup of Goods on Customer’s behalf. The Company is not responsible for verifying the identity of the receiving party beyond obtaining such identification and signature. Once Goods are released to the Customer or an authorized agent (including a carrier arranged by Customer), the Company’s responsibility for those Goods ends (subject to Section 7 below).

c. Accuracy of Information: Customer acknowledges that the Company relies on the information provided by Customer to perform the Services and calculate Charges (including contact information, delivery instructions, dimensions/weight of Goods, special handling requirements, and storage duration). If Customer provides incomplete or inaccurate information (for example, an incorrect address, missing unit number, wrong contact phone, or understated quantity/size of Goods), Customer is responsible for any resulting delays, misdelivery, inability to perform Services, or additional costs. The Company will make reasonable efforts to perform the Services despite minor inaccuracies, but the Company is released from any liability for errors or losses arising from material inaccuracies or omissions in the information provided by Customer. Customer shall promptly update the Company with any changes to instructions or contact information and understands that changes may result in additional Charges.

d. Fit and Accessibility: It is Customer’s responsibility to ensure that the destination premises (or any location where the Goods will eventually be delivered or placed) can accommodate the size and weight of the Goods. If the Company is also handling final delivery of Goods and upon attempting delivery the Goods do not fit through entrances, stairways, or into the intended location, the Company may, in its sole discretion, refrain from forcing the delivery. In such case, the Company is released from any obligation to continue attempted placement, and no refund of delivery or storage Charges will be issued for the abortive delivery attempt. The Company will contact Customer to arrange either return of the Goods to the warehouse or delivery to an alternate location at Customer’s expense. Similarly, if at any point the Company determines that moving the Goods into or out of a location poses a high risk of damage to the Goods or the property, the Company will inform the Customer. If the Customer insists that the Company proceed despite the risk, the Customer must sign a written release of liability for any damage that may result from the attempted move. If the Company determines the risk of damage is too great, the Company may refuse to move the Goods and will consider that portion of Services canceled; in such event, no refund will be given for any Charges corresponding to the attempted service, and Customer will be responsible for making alternative arrangements.

e. Cancellation or Rescheduling: If Customer needs to cancel or postpone the initial receiving of Goods or any scheduled delivery/pickup from storage, Customer must notify the Company at least 48 hours in advance of the scheduled time. Failure to provide at least 48 hours notice of cancellation/rescheduling may result in forfeiture of any deposit and/or a cancellation fee up to the full amount of the Charges, at the Company’s discretion. If the Customer or their agent fails to appear for a scheduled pickup or is not available to accept a scheduled delivery of Goods, and no timely cancellation notice was given, the Company may charge for a missed appointment and additionally charge a new fee for rescheduling a subsequent pickup or delivery.

 

6. Loss or Damage to Goods

a. Company’s Liability for Goods in Storage: The Company will exercise reasonable care in storing and handling the Goods. The Company shall be liable to Customer for direct loss or damage to the Goods that is proven to have occurred while the Goods are in the Company’s custody and control, but only to the extent such loss or damage results from the Company’s failure to use reasonable care. The Company’s liability for loss or damage will commence when the Company has taken physical possession and control of the Goods (after any required inspection and check-in) and will end when the Goods are released back to Customer or a person authorized by Customer (including any carrier or delivery agent), as evidenced by a signed delivery or pickup receipt without any notation of damage. By signing the receipt or release acceptance, Customer (or their agent) acknowledges that the Goods were delivered or handed over in acceptable condition except as otherwise noted in writing at that time.

b. Exclusions from Liability: Notwithstanding anything in this Agreement to the contrary, the Company shall not be liable for any loss or damage to Goods arising from causes beyond the Company’s reasonable control or not resulting from the Company's negligence. This includes, without limitation: losses or damage due to acts of God or natural disasters (including earthquakes, storms, floods, fires, lightning strikes, or extreme weather events); acts of civil or military authority; war, terrorism, riots, or other civil disturbances; theft, burglary, vandalism, or accidents caused by third parties beyond the Company’s reasonable control; inherent defects or vices in the Goods (such as latent structural weaknesses, susceptibility to atmospheric conditions, inherent deterioration, or infestation by pests or insects); damage to or deterioration of fragile or sensitive materials (including but not limited to glass, mirrors, marble, ceramic, concrete, tile, artwork, antiques, rugs, and carpets—all of which Customer stores at its own risk unless explicitly agreed otherwise in writing); pre-existing damage that existed prior to the Company taking possession of the Goods; and any damage occurring after the Goods have left the Company’s possession. The Company is also not responsible for ordinary wear and tear or cosmetic blemishes that do not affect the functionality of the Goods.

c. Claims for Loss or Damage: If Customer believes the Company is responsible for loss of or damage to any Goods, Customer must notify the Company in writing of a claim within two (2) days after (i) Customer or its agent has picked up the Goods from the warehouse, or (ii) the Company has delivered the Goods to Customer or its agent. The written claim must describe the nature of the loss or damage and the Goods affected. The Company is not obligated to consider any claims made after this 2-day window, and failure to timely submit a claim shall be deemed a waiver of any such claim. (For claims of non-delivery or missing items, Customer must notify the Company no later than five (5) days after being informed that the Goods were available or due for release/delivery.) Upon timely receipt of a claim, the Company will investigate the matter and communicate with Customer. The Company will endeavor to resolve or settle all valid claims within thirty (30) days from the date the claim was submitted. In any settlement for damage or loss for which the Company is responsible, the Company may opt to repair or replace the item(s) or compensate Customer up to the liability limits set forth in Section 7 below. If the Company elects to repair a damaged item and the repair is done to a commercially reasonable standard, but Customer is unsatisfied or refuses to accept the repaired item, such refusal will not increase the Company’s liability; in that case, the Company may proceed to treat the matter as a claim for the replacement value (subject to the liability cap) and the repaired item will become the property of the Company upon Customer’s receipt of replacement compensation.
 

7. Limitation of Liability

a. No Consequential Damages: Under no circumstances will the Company be liable to Customer for any consequential, indirect, incidental, special, or punitive damages, or for any loss of profits, loss of business opportunity, loss of use, or diminution in value of the Goods, arising out of or relating to this Agreement or the Services. This limitation applies regardless of whether such damages were foreseeable or whether any party has been advised of the possibility of such damages, and regardless of the legal theory (contract, tort, strict liability, or otherwise) upon which a claim is based. Customer agrees that the exclusions and limitations in this section are a fundamental part of this Agreement and that the Charges for Services are set in reliance on these limitations of liability.

b. Comprehensive Damage Protection Plan: The Company offers an optional Comprehensive Damage Protection Plan (the “Plan”), covering losses resulting from damage to or disappearance of Goods stored at the Company’s facility due solely to the negligence of the Company’s warehouse staff. This Plan does not cover any issues noted during inspection, inherent defects, or excluded items (fragile, improperly packaged, or other items specifically excluded by the Company). Customers must opt into this Plan separately for storage and delivery, each subject to an additional fee outlined in the Company's price list.

If Customer declines the Plan, the Company’s liability for loss or damage to inspected items that are not excluded shall be strictly limited to $0.60 per pound per item or $500 per occurrence. The Company shall have no liability whatsoever for any items not inspected upon receipt, excluded items, or items with pre-existing or inherent defects.

c. No Insurance Provided: Customer acknowledges that the Company is not an insurer of the Goods. The Company does not provide insurance coverage for Customer’s Goods as part of the Services, and the Charges are not calculated based on the value of the Goods. If Customer desires additional protection or insurance coverage beyond what is provided by the Company’s limited liability or the Comprehensive Damage Protection Plan, Customer is responsible for obtaining and maintaining such insurance at Customer’s own expense. The Company’s liability to Customer is strictly limited as stated in this Agreement, and Customer’s obligation to pay the Charges is not dependent on or affected by the condition or value of the Goods.

d. Exception for Gross Negligence and Intentional Misconduct: Notwithstanding anything in this Agreement to the contrary, the limitations and exclusions of liability described in this Section 7 shall not apply in cases of the Company’s gross negligence, willful misconduct, or intentional wrongdoing.

8. Indemnification

Customer agrees to indemnify, defend, and hold harmless the Company, its parent, affiliates, and their respective owners, officers, directors, employees, agents, successors, and permitted assigns (each an “Indemnified Party”), from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and costs of enforcing this Agreement) arising out of or related to: (a) any claim by a third party for injury, death, damage, or loss caused by or involving the Goods or the Services, to the extent such claim results from Customer’s action, inaction, negligence or misuse of the Goods, or from Customer’s breach of this Agreement; or (b) any breach of Customer’s representations, warranties, or obligations under this Agreement, or Customer’s negligence or willful misconduct, which results in any loss or expense to the Company (including damage to the Company’s property or injury to the Company’s personnel caused by the Goods or by Customer’s on-site actions). This indemnification means Customer will reimburse Indemnified Parties for any judgments, settlements, penalties, fines, or expenses (including legal fees) that they incur as a result of claims or losses falling within the scope of (a) or (b) above. Customer shall not settle any third-party claim involving the Company or any other Indemnified Party without the Company’s prior written consent. Any amounts owed by Customer under this indemnity shall be paid upon demand and shall accrue interest until paid in full at the highest rate permitted by law. The Company shall have a lien on the Goods for any such amounts, as well as for any unpaid Charges, pursuant to Section 9 below.

 

9. Lien and Abandonment of Goods

In addition to any applicable statutory warehouseman’s lien, the Company shall have a contractual security interest (lien) in and on all Goods stored or handled under this Agreement, for the Charges incurred and for any other amounts due hereunder (including costs, storage fees, and any indemnity obligations). If Customer fails to pay any amount when due, the Company may, upon written notice to Customer, withhold release of any or all Goods and store them at Customer’s risk and expense. If the Customer’s account remains unpaid for 30 days after notice of non-payment, or if Customer fails to take delivery of the Goods when required or upon termination of this Agreement, the Company may deem the Goods to be abandoned. In such case, the Company may, in its discretion and in accordance with applicable law, sell, auction, or otherwise dispose of the Goods in order to recover the unpaid amounts. The Company will provide notice to Customer (at the last known address or email) of its intent to sell or dispose of the Goods at least 15 days prior to taking such action. Any net proceeds from the sale of Goods, after deducting all amounts owed to the Company (including storage charges, sale costs, and attorneys’ fees), will be refunded to the Customer at the address on file. Customer remains responsible for any deficiency if the sale proceeds do not cover all outstanding amounts. The rights and remedies in this section are in addition to any other rights the Company may have under law.

10. Force Majeure

The Company shall not be liable for failure to perform any of its obligations under this Agreement or for any loss or damage to Goods, if such failure or loss is caused by events beyond the Company’s reasonable control. Such events (“Force Majeure” events) include, but are not limited to: natural disasters (fires, floods, earthquakes, storms), acts of God, war, terrorism, civil unrest, strikes or labor disputes, governmental orders or restrictions, epidemics or pandemics, or any other cause beyond the control of the Company. If a Force Majeure event prevents the Company from completing a scheduled service or releasing the Goods as planned, the Company will notify the Customer as soon as practicable and will resume Services when the event has passed or the impact has been resolved. During any period of interruption caused by Force Majeure, the Goods may remain in storage, and Customer will be responsible for applicable storage Charges (at the normal rates) for the duration of the delay. The Company will not be considered in breach of this Agreement to the extent its performance is prevented or delayed by Force Majeure, and the time for the Company’s performance will be extended by the amount of the delay. If a Force Majeure event continues for an extended period, the Company and Customer will discuss in good faith appropriate steps, which may include possible relocation or retrieval of Goods if feasible.

11. Third-Party Beneficiaries

Except as expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement. This Agreement is entered into solely between the Company and the Customer for their mutual benefit. However, any and all limitations, exceptions, and defenses to liability granted to the Company under this Agreement (including the damage exclusions and liability caps in Section 7 and any defenses under Section 6 or 10) shall also extend to the Company’s affiliates, contractors, and their respective owners, employees, and agents to the same extent those provisions apply to the Company. Likewise, all officers, employees, agents, affiliates, successors, and permitted assigns of the Company are expressly deemed third-party beneficiaries of the Customer’s obligations under the indemnification provisions (Section 8) of this Agreement. This means those individuals and entities have the right to invoke the protections of those sections as if they were parties to the Agreement.
 

12. Dispute Resolution and Governing Law

a. Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services (including any question regarding the existence, validity, or termination of this Agreement) shall be resolved by binding arbitration administered by either the Arbitration Service of Portland or another mutually agreeable arbitration provider, in accordance with its rules then in effect for commercial disputes. Arbitration hearings shall be held exclusively in Portland, Oregon. The arbitration shall be governed by and enforceable under the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 1 et seq., ensuring that the arbitration agreement is interpreted broadly and enforced consistently.

The parties explicitly acknowledge and agree that arbitration is a substitute for litigation, and that by agreeing to arbitrate, they waive any right to bring their claims before a court and expressly waive any right to a jury trial. Judgment on any arbitration award rendered may be entered in any court of competent jurisdiction.

b. Court Actions; Jurisdiction and Venue: Notwithstanding the above, either party may seek interim or provisional relief from a court (such as a court order to preserve the status quo or to enforce a lien or to compel arbitration) before, during, or after any arbitration, if necessary to protect that party’s interests. For any such court proceedings, or for any dispute that is found not subject to the arbitration clause above, the parties agree that the exclusive jurisdiction and venue shall lie in the state or federal courts located in Multnomah County, Oregon. Customer and Company each hereby consent to the personal jurisdiction of such courts and waive any objection that such courts are an inconvenient forum.

c. Governing Law: This Agreement shall be governed by and construed exclusively under the laws of the State of Oregon, USA, without regard to its conflict of laws principles. The parties agree that Oregon law shall exclusively govern the interpretation, validity, and enforcement of this Agreement and any disputes arising from the Services provided hereunder, whether resolved through arbitration or court proceedings. If any dispute or claim is determined not to be subject to arbitration, it shall be resolved exclusively under Oregon law in the courts specified above.

d. Class Action Waiver: CUSTOMER EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE IN OR BRING A CLASS OR COLLECTIVE ACTION AGAINST THE COMPANY. All disputes between Customer and Company will be resolved on an individual basis only, and neither party shall have the right or authority to assert claims on behalf of or as a representative of any other persons or entities, or to participate in or consolidate claims in any class, collective, or representative proceeding.
 

13. Miscellaneous Provisions

a. Severability: If any term or provision of this Agreement is found to be invalid, illegal, or unenforceable in a particular circumstance or jurisdiction, that provision shall be deemed modified or, only if necessary, severed to the minimum extent required so that it becomes valid and enforceable. The invalidity or unenforceability of one provision in a specific situation shall not affect the validity of that provision in other circumstances or the remaining provisions of this Agreement. The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid provision that most closely approximates the original intent and economic effect of the invalid provision.

b. No Waiver: No waiver by the Company of any right or remedy under this Agreement shall be effective unless in writing and signed by an authorized representative of the Company. The failure of the Company to enforce any provision of this Agreement or to exercise any right or remedy shall not be construed as a present or future waiver of such provision, right, or remedy. Similarly, a partial exercise of any right or remedy by the Company does not preclude further exercise of that or any other right or remedy. The Company’s rights and remedies under this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

c. Assignment: Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder to any other person or entity without the prior written consent of the Company. Any attempted assignment or delegation by Customer in violation of this clause is null and void. The Company may assign or transfer this Agreement, or subcontract its obligations (in whole or in part), at any time without Customer’s consent. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
 

d. Entire Agreement and Modification: This Agreement constitutes the entire understanding and agreement between the parties regarding the Services and Goods described herein, expressly superseding and replacing all prior oral or written agreements, discussions, or understandings related to its subject matter. No amendment, modification, or waiver of any terms of this Agreement shall be effective unless set forth in writing and signed by both the Customer and an authorized representative of the Company. Customer acknowledges and agrees that no other statements, promises, or representations beyond what is expressly set forth in this Agreement have been relied upon. No informal discussions or assurances shall modify the terms of this Agreement, and no waiver shall be implied by any act, omission, or statement unless explicitly set forth in a signed writing as specified above.
 

e. Notices: Any formal notices or communications required by this Agreement shall be in writing and delivered to the respective parties at the addresses or email contacts on record. Notices will be deemed given: (i) if by hand or courier, upon delivery; (ii) if by certified mail, on the third business day after mailing; or (iii) if by email, upon confirmation of transmission or receipt (provided that an automated “read receipt” or email sent without error is sufficient confirmation).

14. Acceptance of Terms

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By accessing, requesting, or using the Company's warehousing, receiving, inspection, or storage services, Customer expressly acknowledges and agrees to be bound by all terms and conditions contained in this Agreement. Customer further acknowledges that this Agreement includes important legal provisions such as limitations of liability and indemnity obligations, and confirms having carefully reviewed these terms, either consulting legal counsel or voluntarily electing not to do so. Continued use of the Company's services constitutes Customer's acceptance of this Agreement as posted on the Company's website, carrying the same binding effect as if signed in writing.