These “Warehouse Terms” and the “General Terms” (which govern terms specific to Warehouse Services, located at STORD.com/service-agreement-terms/general-terms) apply to STORD “Service Agreements” in which Customer has elected to receive Warehouse Services from STORD. These Warehouse Terms, the General Terms, and the Service Agreements constitute the entire agreement between Customer and STORD for Warehouse Services (collectively, the “Agreement”). By executing the Services Agreement and accepting the Warehouse Services, STORD and Customer agree to these Warehouse Terms and the General Terms. Capitalized terms not defined herein are defined in the applicable Services Agreement or the General Terms. STORD may from time to time change these Warehouse Terms. Any changes are effective immediately upon posting on STORD’s website at STORD.com/service-agreement-terms/warehouse-terms.
1. Definitions. “STORD” means STORD, Inc. “Warehouse” means STORD, Inc as well as its subsidiaries, related companies, agents, representatives, and companies that own and operate the Facilities. “Facility” means any storage or warehouse locations provided to Customer from time to time by Warehouse. “Customer” means the entity that has executed a Service Agreement with STORD. “Goods” means the merchandise, cargo, or freight that the Customer tenders for storage, as further set forth on the front page of each warehouse receipt. “Yard Storage” means the placement of Goods, including containers or trailers with Goods, with or without tractors, empty or loaded, secured or unsecured, in the yard of Warehouse for the benefit of the Customer and/or the Customer’s Goods.
2. Acceptance. (a) In the event that Goods tendered for storage or other services do not conform to the description contained herein, Warehouse may refuse to accept such Goods. If Warehouse accepts such Goods, Customer agrees to rates and charges as may be assigned and invoiced by Warehouse and to all terms of the Agreement. (b) Any Goods accepted by Warehouse shall constitute Goods under the Agreement.
3. Shipping. Customer shall not designate Warehouse to be the consignee for any Goods under any bill of lading, waybill, air waybill, or any other transportation contract, receipt, or delivery document. If, in violation of the terms of the Warehouse receipt or this Warehouse Service Terms, Goods arrive at the Facility and it is the named consignee, Customer agrees to notify the carrier in writing prior to such shipment, with copy of such notice to the Facility, that the Facility is in fact a warehouse that has no beneficial title or interest in such Goods and Customer further agrees to indemnify and hold harmless Warehouse from any and all claims for unpaid transportation charges, including, without limitation, undercharges, demurrage, detention, or charges of any nature, that arise out of or are in any way connected to the Goods. Customer further agrees that if it fails to notify the carrier as the preceding sentence requires, Warehouse shall have the right to refuse such Goods and it shall not be liable or responsible for any loss, injury, or damage that arises out of or is in any way connected to such Goods.
4. Tender for Storage. All Goods shall be delivered at the Facility properly marked and packaged for storage and handling. Customer 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.
5. Storage Period and Charges. (a) Unless otherwise agreed in writing, all charges for storage are per package or other agreed unit per month. (b) The storage month begins on the date that Warehouse accepts care, custody and control of the Goods, regardless of unloading date or date of issue of warehouse receipt. (c) A full month’s storage charge will apply on all Goods upon receipt for the month they are received, and a full month’s storage charge will apply to all Goods in storage on the first day of the next and succeeding calendar 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.
6. Transfer, Termination of Storage, Removal of Goods. (a) Instructions to transfer Goods on the books of Warehouse are not effective until delivered to and accepted by Warehouse, and all charges up to the time transfer is made are chargeable to Customer. 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 issuance of a new warehouse receipt, a new storage date is established on the date of transfer. (b) Warehouse reserves the right to move, at its expense, after written notice (including email) is sent to the Customer, any Goods in storage from the Facility in which they may be stored to any other of Warehouse’s Facilities. 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 that Warehouse identifies. (c) Warehouse may, upon written notice of not less than 30 days to the Customer and any other person known by Warehouse to claim an interest in the Goods, require the removal of any 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, Warehouse may sell them in accordance with applicable law. (d) If Warehouse in good faith believe 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), 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 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 Warehouse had no notice at the time of deposit the Goods are a hazard to other property or to Warehouse or to persons, 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 Warehouse after a reasonable effort is unable to 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, Warehouse may remove the Goods from the Facility and shall incur no liability by reason of such removal.
7. Handling. (a) The handling charge covers the ordinary labor involved in receiving Goods at the Facility’s warehouse door, placing Goods in storage, and returning Goods to the Facility’s 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 Warehouse in receiving and handling damaged Goods, and additional expense in unloading from or loading into cars or other vehicles not at the Facility’s warehouse door will be charged to Customer. (c) Labor and materials used in loading rail cars or other vehicles are chargeable to Customer. (d) When Goods are ordered out in quantities less than in which received, Warehouse may make an additional charge for each order or each item of an order. (e) 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.
8. Delivery Requirements. (a) No Goods shall be delivered or transferred except upon receipt by Warehouse of Customer’s complete written instructions. Written instructions shall include, but are not limited to, FAX, EDI, E-Mail or similar communication, provided Warehouse shall not have liability when relying on the information contained in the communication as received. Goods may be delivered upon instruction by telephone in accordance with Customer’s prior written authorization, but Warehouse shall not be responsible for loss or error occasioned thereby. (b) When Goods are ordered out a reasonable time shall be given Warehouse to carry out instructions, and if it is unable because of acts of God, war, public enemies, seizure under legal process, strikes, lockouts, pandemics, acts of terrorism, 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, 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.
9. Extra Services. (a) Warehouse labor required for services other than ordinary handling and storage will be charged to the Customer. (b) Special services requested by Customer including but not limited to compiling of 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 Customer at a charge in addition to Warehouse’s cost. (d) By prior arrangement, Goods may be received or delivered during other than usual business hours, subject to a charge. (e) Communication expense including postage, overnight delivery, or telephone may be charged to the Customer if such concern more than normal inventory reporting or if, at the request of Customer, communications are made by other than regular United States Mail.
10. 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 and Border Protection bond, Warehouse shall not have liability for Goods seized or removed by U.S. Customs and Border Protection.
11. 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 account for storage and/or handling will be made. This charge will apply also to each account when one customer has several accounts, each requiring separate records and billing.
12. 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 in regard to 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 Warehouse against loss or damage however caused. (c) Where loss or damage occurs to tendered, stored or handled Goods, for which Warehouse is not liable, the Customer shall be responsible for the cost of removing and disposing of such Goods and the cost of any environmental cleanup and site remediation resulting from the loss or damage to the Goods. (d) If Customer’s Goods are lost, damaged, stolen, or destroyed in connection with packaging, handling, loading, unloading or otherwise while in the custody, control, or possession of Warehouse or the carrier, STORD will assist Customer with filing a claim against the applicable party on behalf of Customer or provide such other reasonable assistance. (e) Customer declares that damages are limited to the lesser of $0.20 per pound or the damage cap in the General Terms. (f) Any claims filed by STORD on Customer’s behalf or other assistance rendered by STORD shall in no way constitute a waiver of any provisions of the Agreement.
13. Customer Insurance. Goods may not be insured by Warehouse against loss or injury however caused, and Customer is solely responsible for obtaining all risk property and other insurance to cover any anticipated losses that you may sustain as a result of your use of the Services, Warehouse, and any Facility, including, without limitation any loss or destruction of or damage to the Goods.
14. Notice of Claim and Filing of Suit. (a) Claims by Customer and all other persons must be presented in writing to Warehouse within a reasonable time, and in no event any later than the earlier of: (i) 60 days after delivery of the Goods by Warehouse or (ii) 60 days after Customer is notified by Warehouse that loss or damage to part or all of the Goods has occurred. (b) No lawsuit or other action may be maintained by Customer or others against Warehouse for loss or damage to the Goods unless 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 date of delivery by Warehouse or (ii) nine months after Customer is notified that loss or damage to 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 of a letter via certified mail or overnight delivery to Customer. Time limitations for presentation of claim in writing and maintaining of action after notice begin on the date of mailing of such notice by Warehouse.
15. Liability for Mis-Shipment. If Warehouse negligently misships Goods, 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 12 above, and Warehouse shall not have liability for damages due to the consignee’s acceptance or use of the Goods whether such Goods be those of Customer or another.
16. Damage or Mysterious Disappearance of Goods. Warehouse may be liable for loss of Goods due to inventory damage, shortage or unexplained or mysterious disappearance of Goods only if (i) Customer establishes such loss occurred because of Warehouse’s failure to exercise the care required of Warehouse under Section 12 above and (ii) such loss is greater than 0.2% of total inventory of Goods tendered to the Warehouse on an annual basis. Any presumption of conversion imposed by law shall not apply to such loss and a claim by Customer of conversion must be established by affirmative evidence that the Warehouse converted the Goods to the Warehouse’s, as applicable, own use.
17. Right to Store Goods. Customer represents and warrants that Customer is lawfully possessed of the Goods and has the right and authority to store them with Warehouse. Customer agrees to indemnify and hold harmless 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 Customer’s right, title or interest in the Goods. Such amounts shall be charges in relation to the Goods and subject to Warehouse’s lien. Customer further represents and warrants that, Customer will not use the Services to store Goods that are illegal or that are, in the reasonable opinion of Warehouse, dangerous, hazardous, harmful, unsafe or objectionable.
18. Accurate Information. Customer will provide Warehouse with information concerning the Goods, which is accurate, complete and sufficient to allow Warehouse to comply with all laws and regulations concerning the storage, handling and transporting of the Goods. Customer will indemnify and hold Warehouse harmless from all loss, cost, penalty and expense (including reasonable attorneys’ fees) which Warehouse pays or incurs as a result of Customer failing to fully discharge this obligation.
19. Severability and Waiver. (a) If any provision of these Warehouse Service Terms 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 these Warehouse Service Terms 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 these Warehouse Terms or the Agreement shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provision(s) of these Warehouse Service Terms. (c) The provisions of these Warehouse Service Terms shall be binding upon the heirs, executors, successors and assigns of both Customer and Warehouse; contain the sole agreement governing Goods tendered to the Warehouse.
20. General and Specific Lien. Warehouse claims a general and specific lien for all lawful charges for storage and preservation of the Goods and/or Equipment, and also, for money Warehouse has 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 Customer in any other facility owned or operated by Warehouse. In order to protect its lien, Warehouse reserves the right to require advance payment of all charges prior to shipment of Goods. Warehouse reserves the right to exercise its lien rights under the terms of any applicable law and/or agreement between the Customer and Warehouse. Customer agrees that Warehouse’s general lien shall survive delivery.
21. Yard Storage. The liability of Warehouse for any Yard Storage of containers or trailers, whether loaded or empty, secured or unsecured, shall be subject to these Warehouse Service Terms.