Terms & Conditions | Global Procurement and Logistics

WAREHOUSE RECEIPT/CONTRACT TERMS AND CONDITIONS

ACCEPTANCE – Sec. 1 (a) The act of tendering goods described herein for storage or other services by Warehouse shall constitute acceptance by

(a) Depositor of this Warehouse Receipt/Terms and Conditions (“Contract” or “Warehouse Receipt”). Depositor has had the opportunity to review and inspect the warehouse facility(s) (“Facility”), and find them acceptable for storage of the Goods.

(b) In the event that goods tendered for storage or other services do not conform to the description contained hereon, or conforming goods are tendered after Depositor has stated that it does not accept some or all of the terms of this Contract, 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 – Sec. 2 Depositor agrees that all Goods shipped to Warehouse shall identify Depositor on the bill of lading or other contract 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 contract of carriage, Depositor agrees to immediately notify carrier in writing, with 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, mis-consignment, 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 – Sec. 3 All Goods shall be delivered at the Facility properly marked and packaged for storage and handling. The 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.

Goods received inside of closed, sealed or wrapped cartons, boxes, totes, pallets, cases or other such

containers are received as “said to contain” and are not inspected or counted by Warehouse. In the event that any such damage or shortage is subsequently discovered by Warehouse, Warehouse reserves the right to file a supplemental report.

DEPOSITOR AGREES THAT WAREHOUSE DOES NOT CERTIFY OR GUARANTEE THE CONTENTS, CONDITION, QUALITY OR QUANTITY OF SUCH GOODS. WAREHOUSE SHALL NOT BE LIABLE

FOR ANY SHORTAGE OR DAMAGE RELATING THERETO.

STORAGE PERIOD AND CHARGES – Sec. 4 (a) Unless otherwise agreed to in writing, all charges for storage are per unit or 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.

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.

(d) When mutually agreed in writing by the Warehouse and the Depositor, 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 the storage month.

TRANSFER, TERMINATION OF STORAGE, REMOVAL OF GOODS – Sec. 5 (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 is made are chargeable to the Depositor. If a transfer involves re-handling 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) The Warehouse reserves the right to move, at its expense, 14 days after 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 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 identified

on the front of this Contract.

(c) The Warehouse may, 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, require the removal of any Goods. Such notice shall be given to the last known 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 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 to the Facility or to 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 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, the Warehouse may remove the Goods from the Facility and shall incur no liability by reason of such removal.

HANDLING – Sec. 6 (a) The handling charge covers the ordinary labor involved in receiving Goods at warehouse door, placing Goods in storage, and returning Goods to 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 expense

in unloading from or loading into cars or other vehicles not at warehouse door will be charged to the Depositor.

(d) When Goods are ordered out in quantities less than in which 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 – Sec. 7 (a) No Goods shall be delivered or transferred, except upon receipt by 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 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) – Sec. 8 (a) Warehouse and clerical labor required for services other than ordinary handling and storage will be charged to the Depositor.

(b) Special services requested by Depositor 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 Depositor at a charge in addition to the 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 Depositor if such concern more than normal inventory reporting or if, at the request of the Depositor, communications are made by other than regular United States Mail.

f) Freight and other disbursements made on behalf of Depositor are due and payable on demand and subject to interest from date billed by the warehouseman.

(g) Depositor shall, subject to reasonable advance written notice, and insurance regulations and other reasonable limitations, have access to their Goods in store when accompanied by a warehouse employee whose time is

chargeable to the Depositor.

(h) Unless otherwise agreed in writing, physical inventories will be subject to an additional charge.

(i) Warehouse shall have no responsibility hereunder for providing any extra service, unless specifically agreed to by warehouse in writing.

(j) Warehouse’s liability with regard to extra services shall not exceed the monies paid by Depositor and received by warehouseman for such extra service. Depositor agrees to indemnify and hold harmless warehouseman of and from

any and all claims, suits, actions, or any other proceedings, and any and all costs, expenses or liability arising therefrom, including, but not limited to, reasonable attorney fees and costs of litigation arising from, connected

with and/or related to any extra service rendered or provided by warehouseman for the account of or on behalf

of Depositor, including, but not limited to, those extra services specified above.

BONDED, SERVICES/STORAGE – Sec. 9 Charges in addition to regular rates will be made for merchandise in bond, in the U.S. Customs Where Goods are in U.S. Customs bond, the Warehouse shall have no liability for Goods moved, damaged, seized or removed by U.S. Customs.

MINIMUM CHARGES – Sec. 10 (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.

LIABILITY AND LIMITATION OF DAMAGES – Sec. 11 (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 FOR THE BENEFIT OF DEPOSITOR AGAINST LOSS OR DAMAGE HOWEVER CAUSED.

(c) THE DEPOSITOR, FOR ITSELF AND ALL OF ITS INSURERS, DECLARES THAT DAMAGES ARE LIMITED TO (i) 100 DOLLARS MAXIMUM PER CONTAINER FOR ANY GOODS IN THE WAREHOUSE, (ii) 10 CENTS PER POUND, (iii) TEN TIMES THE STORAGE RATE, OR (iv) THE AMOUNT OF THE

DEDUCTIBLE ON INSURANCE CARRIED BY DEPOSITOR APPLICABLE TO THE LOSS OR DAMAGE TO THE GOODS; WHICHEVER IS LESS; PROVIDED,

HOWEVER, THAT SUCH LIABILITY MAY AT THE TIME OF ACCEPTANCE OF THIS CONTRACT AS PROVIDED IN SECTION 1 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. WAREHOUSE RESERVES THE RIGHT TO WEIGH OR RE-WEIGH ANY GOODS (INCLUDING ALL KIT(S) OR COMPONENT(S) THEREOF, CASE(S), PIECE(S),

ITEM(S), UNIT(S), LOT(S) ETC.) AT ANY TIME, INCLUDING AFTER RECEIPT BY WAREHOUSE

OR DELIVERY TO DEPOSITOR, TO DETERMINE THEIR WEIGHT RELATING TO THE ABOVE LIMITATION, AND ANY LACK OF WEIGHT(S) RECORDED ON THIS WAREHOUSE RECEIPT,

RECEIVING REPORT OR ANY OTHER DOCUMENT(S) BETWEEN THE PARTIES, SHALL NOT AFFECT THE ABOVE LIMITATION. ANY WEIGHT(S) INDICATED ON THE WAREHOUSE RECEIPT,

RECEIVING REPORT OR OTHER DOCUMENT ISSUED BY WAREHOUSE IS FOR THE PURPOSE

OF COMPUTING STORAGE CHARGES ONLY (IF APPLICABLE).

(d) WHERE LOSS OR DAMAGE OCCURS TO TENDERED, STORED OR HANDLED GOODS, FOR WHICH 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 OR OTHER CLEAN UP AND SITE REMEDIATION RESULTING FROM THE LOSS OR DAMAGE TO THE GOODS.

(e) EXCEPT AS SPECIFICALLY SET FORTH HEREIN, IN PERFORMING THE WORK UNDER THIS CONTRACT, WAREHOUSE MAKES NO WARRANTY, REPRESENTATION OR CONDITION

OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING NO WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(f) PERISHABLE GOODS, OR GOODS WHICH ARE SUSCEPTIBLE TO DAMAGE THROUGH TEMPERATURE OR HUMIDITY CHANGE OR OTHER CAUSES INCIDENT TO GENERAL STORAGE,

ARE ACCEPTED BY WAREHOUSE ONLY AT DEPOSITOR’S RISK OF LOSS OR DAMAGE AS COULD RESULT FROM GENERAL STORAGE CONDITIONS. GOODS ARE STORED AT AMBIENT TEMPERATURES AND HUMIDITY LEVELS UNLESS WAREHOUSE AND DEPOSITOR ENTER INTO

A WRITTEN CONTRACT TO THE CONTRARY.

(g) WAREHOUSE SHALL NOT BE RESPONSIBLE FOR SHRINKAGE IN WEIGHTS, NOR FOR LOSS OR DAMAGE TO GOODS RESULTING FROM IMPROPER PACKING OR INHERENT QUALITIES OF THE GOODS, NOR SHALL IT BE LIABLE FOR ANY DAMAGE, LOSS, DEPRECIATION IN VALUE, OR DELAY IN DELIVERY OR RECEIVING OF ANY PROPERTY DUE TO FIRE, WATER LEAKAGE, WINDSTORM,

HURRICANE, INSECTS, DISEASE, RODENTS OR VERMIN, ACTS OF GOD, ACTS OF ANY PUBLIC ENEMY, SEIZURE UNDER LEGAL PROCESS, MILITARY AUTHORITY, RIOTS, CIVIL COMMOTION

OR DISTURBANCE, OR FROM LOCKOUTS, STRIKES, PICKETING OR ANY OTHER ORGANIZATION

LABOR OPPOSITION, WHETHER OR NOT SUCH LOCKOUTS, STRIKES, PICKETING OR OTHER ORGANIZED LABOR OPPOSITION IS ACCOMPANIED BY VIOLENCE OR ANY OTHER CAUSES

BEYOND THE CONTROL OF THE WAREHOUSE, ALL OF WHICH SHALL BE AT THE DEPOSITOR’S

SOLE RISK OF LOSS, DAMAGE AND/OR DELAY.

(h) DEPOSITOR BEARS THE SOLE RESPONSIBILITY FOR SAMPLING, INSPECTION AND ANALYSIS OF GOODS SUSCEPTABLE TO INSECT INFESTATION AND/OR OTHER CONTAMINATION OR DEFECT NOT OBVIOUS AND VISIBLE FROM THE OUTSIDE OF THE CONTAINER, BAG, PACKAGE OR CARTON. IF AN INSECT INFESTATION OR OTHER CONTAMINATION OR DEFECT MANIFESTS

ITSELF AFTER THE GOODS ARE RECEIVED INTO STORAGE, DEPOSITOR SHALL BE RESPONSIBLE FOR ALL COSTS, INCLUDING FUMIGATION, TO PROTECT THE PRODUCT AND WAREHOUSE’S OTHER CUSTOMERS.

NOTICE OF CLAIM AND FILING OF SUIT – Sec. 12 (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) 60 days after delivery of the Goods by the Warehouse or (ii) 60 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 date of delivery by Warehouse or (ii) nine months after Depositor 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 the Depositor. Time limitations for presentation of a claim in writing and maintaining of action after notice begin on the date of mailing of such notice by Warehouse.

LIABILITY FOR CONSEQUENTIAL DAMAGES – Sec. 13 Warehouse shall not be liable for any loss of profit or any special, indirect, contingent or consequential damages of any kind; and Warehouse shall not be liable for any

loss or damage after the Goods leave the Warehouse.

LIABILITY FOR MISSHIPMENT – Sec. 14 Subject to the limitations in Section 11, if Warehouse negligently mis-ships Goods, the Warehouse shall pay the reasonable transportation charges incurred to return the

mis-shipped Goods to the Facility, not to exceed the sum of $250. 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 – Sec. 15 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 Depositor of

conversion must be established by affirmative evidence that the Warehouse converted the Goods to the Warehouse’s own use.

RIGHT TO STORE GOODS – Sec. 16 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 charges in relation to the Goods and subject to

Warehouse’s lien.

ACCURATE INFORMATION – Sec. 17 Depositor will provide Warehouse with information concerning the Goods that is accurate, complete and sufficient to allow Warehouse to comply with all laws and regulations

concerning the storage, handling and transporting of the Goods. Depositor 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 Depositor failing to fully discharge this obligation.

SEVERABILITY, WAIVER & MISCELANEOUS – Sec. 18 (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 later demand strict compliance with that or any other provision(s) of this Contract.

(c) This writing constitutes the final expression of the parties’ agreement and it is a complete and exclusive statement of the terms of this Contract. 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 waived, modified, or changed in any way except by way of a waiver,

modification or change in writing signed by the Depositor and the President or Executive Vice President of Warehouse.

(d) Depositor hereby waives trial by jury in any action or proceeding or counterclaim brought by either party hereto against the other party on any and every matter, directly or indirectly, arising out of this Contract.

(e) Payment is due upon presentation of invoice and is past due thirty (30) days after invoice date. Warehouse reserves the right to charge a finance charge of one and one-half percent (1 ½%) per month, or the maximum

amount allowed by law, on past due amounts.

(f) If necessary to engage counsel in connection with the enforcement of this Contract or the collection of past due amounts, Warehouse shall be entitled to all costs and expenses, including but not limited to employee time, court costs, attorney fees and other court related expenses.

(g) As used herein, the terms “GPL” and “Warehouse” shall include all directors, officers, agents, servants, employees, contractors, and subcontractors of “GPL”of whatsoever nature.

(h) Depositor agrees that during the term of this Contract and for a period of 2 years thereafter, it shall not, directly or indirectly, solicit, divert, hire, retain (including as a consultant) or encourage to leave the employment

of Warehouse any employee or contractor of Warehouse, or hire or retain (including as a consultant)

any former employee or contractor of Warehouse who has left the employment of or contract with

Warehouse within twelve (12) months prior to such hiring or retention. Depositor further agrees that it shall not disclose Warehouse’s rates or pricing to any third party without the written consent of Warehouse.

LIEN – Sec. 19 In addition to any lien provided by law, Warehouse shall have a general contractual warehouse lien for all lawful charges for storage and preservation of the Goods; also for all lawful claims for money advanced,

interest, insurance, transportation (including demurrage and terminal charges), labor, weighing, coopering, and

other charges and expenses, present or future, in relation to such Goods, and for the balance

on any other accounts that may be due. Warehouse further claims a general contractual 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. In order to protect its lien, Warehouse reserves the right to require advance payment of all charges prior to shipment of Goods. Depositor shall be responsible for any

taxes or duties of any nature imposed on the Goods by the Federal government or any state government, and the payment of such taxes by the company on behalf of the Warehouse shall constitute an additional lien on the goods.

DOCUMENTS OF TITLE - Sec. 20 Documents of title, including warehouse receipts, may be issued either in physical or electronic form at the option of the parties.

GOVERNING LAW AND JURISDICTION – Sec. 21 This Contract and the legal relationship between the parties hereto shall be governed by and construed in accordance with the laws of the State of Maryland,

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