TERMS AND CONDITIONS
FOR WAREHOUSING AND STORAGE Standard Contract
Terms and Conditions for Merchandise
Warehousemen (Approved and
promulgated by American Warehouse Assn., October 1968; revised and promulgated
by International Warehouse Logistics Assn., January
1998)
ACCEPTANCE - Sec. 1
(a) Our contract and rate quotation
including accessorial charges must be accepted within 30 days from the proposal
date by signature. In the absence of written acceptance, the act of tendering
goods described in the warehouse receipt for storage or other services by
CARIBIKA LOGISTIC SERVICES (CARIBIKA
INC)
(herein called the "Warehousemen") within 30 days from the
proposal date shall constitute such acceptance by depositor.
(b) In the event that goods tendered
for storage or other services do not conform to the description contained in the
contract or rate quotation, 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, the warehousemen may refuse to accept such
goods. If the warehousemen accepts such goods, depositor agrees to rates and
charges as may be assigned and invoiced by warehouseman and to all terms of this
contract. (c) The warehousing and storage
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. SHIPPING - Sec. 2
Depositor agrees not to ship goods
to the warehousemen as the named consignee. If, in violation of this agreement,
goods are shipped to Caribika Inc as named consignee, depositor agrees to notify
carrier in writing prior to such shipment, with copy of such notice to the
warehouseman, that warehouseman named as consignee is a warehouseman and has no
beneficial title or interest in such property and depositor further agrees to
indemnify and hold harmless warehouseman from any and all claims for unpaid
transportation charges, including undercharges, demurrage, detention or charges
of any nature, in connection with goods so shipped. Depositor further agrees
that, if it fails to notify carrier as required by the preceding sentence,
warehouseman shall have the right to refuse such goods and shall not be liable
or responsible for any loss, injury or damage of any nature to, or related to,
such goods. TENDER FOR
STORAGE - Sec. 3 All goods for storage shall be
delivered at the warehouse properly marked and packaged for 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. STORAGE PERIOD
AND CHARGES - Sec. 4 (a) Unless otherwise stated herein,
all charges for storage are per each unit of measure per calendar month or any
fraction thereof. (b) Storage charges become
applicable upon the date that warehouseman accepts care, custody and control of
the goods, regardless of unloading date or date of issue of warehouse receipt.
(c) Except as provided in paragraph
(d) of this section, a full month’s storage charge will apply on all goods
received between the first and the last day of a month 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. (d) When mutually agreed by the
warehouseman 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 warehouseman are not effective until delivered to and
accepted by warehouseman, and all charges up to the time transfer is made are
chargeable to the depositor of record. 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 warehouseman reserves the
right to move, at his expense, 14 days after notice is sent by certified or
registered mail to the depositor of record or to the last known holder of the
negotiable warehouse receipt, any goods in storage from the warehouse in which
they may be stored to any other of his warehouses; but if such depositor or
holder takes delivery of his goods in lieu of transfer, no storage charge shall
be made for the current storage month. Warehouseman 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 warehouse complex identified on of this
warehouse receipt. (c) The warehouseman may, upon
written notice to the depositor of record and any other person known by the
warehouseman to claim an interest in the goods, require the removal of any goods
by the end of the next succeeding storage month. Such notice shall be given to
the last known place of business or abode of the person to be notified. If goods
are not removed before the end of the next succeeding storage month, the
warehouseman may sell them in accordance with applicable law.
(d) If warehouseman in good faith
believes that the goods are about to deteriorate or decline in value to less
than the amount of warehouseman’s lien before the end of the next succeeding
storage month, the warehouseman may specify in the notification any reasonable
shorter time for removal of the goods and in case 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 warehouseman had no notice at the time of
deposit the goods are a hazard to other property or to the warehouse or to
persons, the warehouseman 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 warehouseman after a reasonable effort is unable
to sell the goods he 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 warehouseman may remove the goods from the warehouse
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, labor
for unloading and loading goods will be subject to a charge. Additional expenses
incurred by the warehouseman 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.
(c) Labor and materials used in
loading rail cars or other vehicles are chargeable to the depositor.
(d) When goods are ordered out in
quantities less than in which received, the warehouseman may make an additional
charge for each order or each item of an order. (e) The warehouseman shall not be
liable for demurrage or detention, delays in unloading inbound cars, trailers or
other containers, or delays in obtaining and loading cars, trailers or other
containers for outbound shipment unless warehouseman has failed to exercise
reasonable care. DELIVERY
REQUIREMENTS - Sec. 7 (a) No goods shall be delivered or
transferred except upon receipt by the warehouseman of complete written
instructions. Written instructions shall include, but are not limited to, FAX,
EDI, TWX or similar communication, provided warehouseman has no liability when
relying on the information contained in the communication as received. However,
when no negotiable receipt is outstanding, goods may be delivered upon
instruction by telephone in accordance with a prior written authorization, but
the warehouseman shall not be responsible for loss or error occasioned thereby.
(b) When a negotiable receipt has
been issued no goods covered by that receipt shall be delivered, or transferred
on the books of the warehouseman, unless the receipt, properly endorsed, is
surrendered for cancellation, or for endorsement of partial delivery thereon. If
a negotiable receipt is lost or destroyed, delivery of goods may be made only
upon order of a court of competent jurisdiction and the posting of security
approved by the court as provided by law. (c) When goods are ordered out a
reasonable time shall be given the warehouseman to carry out instructions, and
if he is unable because of acts of God, war, public enemies, seizure under legal
process, strikes, lockouts, riots and civil commotions, or any reason beyond the
warehouseman’s control, or because of loss or destruction of goods for which
warehouseman is not liable, or because of any other excuse provided by law, the
warehouseman 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 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 warehouseman’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, teletype, telegram, or telephone will 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.
BONDED STORAGE -
Sec. 9 (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, such receipt shall be void upon the termination of
the storage period fixed by law. 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) THE WAREHOUSEMAN SHALL NOT BE
LIABLE FOR ANY LOSS OR INJURY TO GOODS STORED HOWEVER CAUSED UNLESS SUCH LOSS OR
INJURY RESULTED FROM THE FAILURE BY THE WAREHOUSEMAN TO EXERCISE SUCH CARE IN
REGARD TO THEM AS A REASONABLY CAREFUL MAN WOULD EXERCISE UNDER LIKE
CIRCUMSTANCES AND WAREHOUSEMAN IS NOT LIABLE FOR DAMAGES WHICH COULD NOT HAVE
BEEN AVOIDED BY THE EXERCISE OF SUCH CARE. (b) GOODS ARE NOT INSURED BY THE
WAREHOUSEMAN AGAINST LOSS OR INJURY HOWEVER CAUSED.
(c) THE DEPOSITOR DECLARES THAT
DAMAGES ARE LIMITED TO 100 TIMES THE STORAGE RATE IDENTIFIED, 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. (d) WHERE LOSS OR INJURY OCCURS TO
STORED GOODS, FOR WHICH THE WAREHOUSEMAN 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
INJURY TO THE GOODS. 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 warehouseman within a
reasonable time, and in no event longer than either 60 days after delivery of
the goods by the warehouseman or 60 days after depositor of record or the last
known holder of a negotiable warehouse receipt is notified by the warehouseman
that loss or injury to part or all of the goods has occurred, whichever time is
shorter. (b) No action may be maintained by
the depositor or others against the warehouseman for loss or injury to the goods
stored unless timely written claim has been given as provided in paragraph (a)
of this section and unless such action is commenced either within nine months
after date of delivery by warehouseman or within nine months after depositor of
record or the last known holder of a negotiable warehouse receipt is notified
that loss or injury to part or all of the goods has occurred, whichever time is
shorter. (c) When goods have not been
delivered, notice may be given of known loss or injury to the goods by mailing
of a registered or certified letter to the depositor of record or to the last
known holder of a negotiable warehouse receipt. Time limitations for
presentation of claim in writing and maintaining of action after notice begin on
the date of mailing of such notice by warehouseman.
LIABILITY FOR
CONSEQUENTIAL DAMAGES - Sec. 13 Warehouseman shall not be liable for
any loss of profit or special, indirect, or consequential damages of any kind.
LIABILITY FOR
MISSHIPMENT - Sec. 14 If warehouseman negligently
miss-ships goods, the warehouseman shall pay the reasonable transportation
charges incurred to return the miss-shipped goods to the warehouse. If the
consignee fails to return the goods, warehouseman’s maximum liability shall be
limited to an amount equal to the lesser of fifty dollars ($50) per entry or
shipment or the fee(s) charged for the services, provided that, in the case of
partial loss, such amount will be adjusted, pro rate; and warehouseman 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 Warehouseman shall not be liable for
loss of goods due to inventory shortage or unexplained or mysterious
disappearance of goods unless depositor establishes such loss occurred because
of warehouseman’s failure to exercise the care required of warehouseman 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 warehouseman
converted the goods to the warehouseman’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 warehouseman. Depositor agrees to indemnify and
hold harmless the warehouseman from all loss, cost and expense (including
reasonable attorneys. fees) which warehouseman pays or incurs as a result of any
dispute or litigation, whether instituted by warehouseman 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 warehouseman’s lien.
ACCURATE
INFORMATION - Sec. 17 Depositor will provide warehouseman
with information concerning the stored goods which is accurate, complete and
sufficient to allow warehouseman to comply with all laws and regulations
concerning the storage, handling and transporting of the stored goods. Depositor
will indemnify and hold warehouseman harmless from all loss, cost, penalty and
expense (including reasonable attorneys. fees) which warehouseman pays or incurs
as a result of depositor failing to fully discharge this obligation.
SEVERABILITY and
WAIVER - Sec. 18 (a) If any provision of this
contrct; 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 receipt shall not be affected
thereby but shall remain in full force and effect. (b) Warehouseman’s failure to
require strict compliance with any provision of the Warehouse Receipt shall not
constitute a waiver or estoppel to later demand strict compliance with that or
any other provision(s) of this Warehouse Receipt. (c) The provisions of this Contract
shall be binding upon the depositor’s heirs, executors, successors and assigns;
contain the sole agreement governing goods stored with the warehouseman; and,
cannot be modified except by a writing signed by warehouseman.
CONSTRUCTION of
TERMS and VENUE. The foregoing terms and conditions
shall be construed according to the laws of the state of