Contract Terms and Conditions

SECTION 1 – DEFINITIONS

As used in this Warehouse Receipt the following terms have the following meanings.
(a)    STORER. The person, firm, or corporation or other entity for whom the goods described herein are stored and to whom this Warehouse Receipt is issued.
(b)    COMPANY. International Refrigerated Warehouse and its officers, directors and employees while acting within the scope and course of their employment.
(c)    LOT. Unit or units of goods for which a separate account is kept by company.
(d)    ADVANCE. All sums due or claimed to be due to company from storer or others relating to the goods stored hereunder regardless of the source, whether liquidated or not, including, but not limited to loans, disbursements, expenses, charges made for or on account of storer or goods necessary for preservation of goods or reasonable incurred in their sale pursuant to law.

SECTION 2 – TENDER FOR STORAGE

(a)    All goods for storage shall be delivered at the warehouse properly marked and packed for handling.
(b)    Storer 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 desired. Otherwise the goods may be stored in bulk or assorted lots in a freezer, cooler or general storage at the discretion of the company and charges for such storage will be made at the applicable storage rate.
(c)    Receipt and delivery of all or any units of the lot shall be made without subsequent sorting except in special arrangement and subject to a charge.
(d)    Company shall store and deliver goods only in the packages in which they are originally received.
(e)    Unless storer shall have given, at or prior to delivery of goods, written instructions to the contrary, company in its discretion may commingle and store in bulk different lots of fungible goods, whether or not owned by the same storer.
(f)    Company shall not be responsible for segregating goods by productions code date unless specifically agreed to in writing.

SECTION 3 – TERMINATION OF STORAGE

(a)    Company may, upon written notice, as required by law, require the removal of goods, or any portion thereof, from the warehouse upon the payment of all charges attributable to said goods within a stated period, not less than 30 days after such notification. If said goods are not so removed, company may sell them as provided by law and shall be entitled to exercise any other rights it has under the law with respect to said goods.
(b)    If, in the opinion of company goods may be about to deteriorate or decline in value to less than the amount of company’s lien thereof, or may constitute a hazard to other property or to the warehouse or person, the goods may be removed or disposed of by the company as permitted by law. All charges related to said removal shall be paid by storer.

SECTION 4 – STORAGE LOCATION

(a)    The goods stored, pursuant to the Warehouse Receipt shall be stored at company’s discretion at any one or more buildings at company’s warehouse complex identified on the front side of this Warehouse Receipt. The identification of any specific location within company’s warehouse complex does not constitute a representation that the goods shall be stored therein.
(b)    Subject to any contrary written instructions given by storer, company may, at any time, at its expense, and without notice to storer, remove any goods from any room or area of the warehouse complex to any other room or area thereof.

SECTION 5 – STORAGE CHARGES

(a)    Storage charges commence upon the date that company accepts care, custody and control of the goods, regardless of unloading date or date warehouse receipt is issued. Charges shall be made on the basis of the maximum number of units in the lot(s) in storage at any time during the calendar month.
(b)    All storage charges are due and payable on the 1st day of storage for the initial month and thereafter on the 1st day of each calendar month, or as specified by agreement with storer.
(c)    Rates quoted by weight will, unless otherwise specified, be computed on gross weight and 2,000 pounds shall constitute a ton.

SECTION 6 – HANDLING CHARGES

(a)    Handling charges cover only the ordinary labour and duties incidental to receiving and delivering unitized goods at the warehouse dock during normal warehouse hours but do not include loading and unloading unless otherwise specified or elected by company.
Handling charges shall be billed on receipt of goods.
(b)    A charge in addition to the regular handling charges will be made for any work performed by company other than specified in Section (a) hereof.
(c)    When goods are ordered out in quantities less than in which received, the company may make any additional charge for each order or each item of any order.
(d)    Delivery by the company of less than all units of any lot or of less than all the fungible goods owned by storer shall be made without subsequent sorting except  by special arrangement and subject to an additional charge.
(e)    Company shall assess an additional charge when goods, designated for freezer storage, are received at temperatures above 5 degrees Fahrenheit.

SECTION 7 – TRANSFER OF TITLE DELIVERY

(a)    Instructions by storer to transfer goods to the account of another person are not effective until delivered to and accepted by company. Charges will be made for each such transfer and for any re-handling of goods deemed by company to be required thereby. Company reserves the right not to deliver or transfer goods to or for the account of any person except upon receipt of written instructions properly signed by storer.
(b)    Storer may furnish written instructions authorizing company to accept telephone orders for delivery. In such case, (1) Company may require that each telephone order be confirmed by storer in writing within 24 hours and (2) acceptance by company of any telephone order shall be at the risk of storer. Company will not be liable for any loss resulting from delivery made pursuant to telephone order, whether or not so authorized unless company failed to exercise reasonable care with respect thereto.
(c)    Company shall have a reasonable time to make delivery after goods are ordered out and shall have a minimum of 10 business days after receipt of a delivery order in which to locate any misplaced goods.
(d)    If company has exercised reasonable care and is unable due to causes beyond its control, to effect delivery before expiration of the current storage period, the goods will be subject to storage charges for each succeeding storage period.
(e)    All instructions and requests for delivery of goods or transfer of title are received subject to satisfaction of all charges, liens and security interests of company with respect to the goods whether for accrued charges or advances or otherwise.
(f)    Company may require as a condition precedent to delivery, a statement from storer holding company harmless from claims or others asserting a superior right to storer to possession of the goods. Nothing herein shall preclude company from exercising any other remedy available to it under the law. All costs including attorney’s fees, incurred by company relating in any way to the above shall be charged to storer and shall attach as a lien on storer’s goods.

SECTION 8 – OTHER SERVICES AND CHARGES

(a)    Other services rendered in the interest of storer or the goods are chargeable to storer. Such services may include the following furnishing of special warehouse space or material repairing, coopering, sampling, weighing, re-piling, inspecting, compiling stock statements making collections, furnishing revenue stamps, reporting or recording marked weights or numbers, handling railroad expense bills and handling shipments.
(b)    All charges and advances made by company on behalf of storer or the goods constitute commercial accounts. All advances are due and payable immediately. All charges are due and payable upon the date of invoice. All charges and advances not paid within 30 days from the due date are subject to an interest charge from the date said charges or advance become due until paid at the rate of 1-1/2 percent per month or the highest rate permitted by law.
(c)    Storer may be subject to insurance regulations and reasonable limitations, inspect the goods stored under this warehouse receipt when accompanied by an employee of company whose time is chargeable to storer.
(d)    In the event of damaged or threatened damage to stored goods, storer shall pay all reasonable and necessary costs of protecting and preserving the goods. When the costs of protecting and preserving stored goods are attributable to more than one storer, said costs shall be apportioned among all stores on a pro rata basis to be determined by the company.
(e)    Company will supply dunnage bracing and fastenings where it deems it appropriate on outbound shipments and the costs thereof is chargeable to the storer.
(f)    Any additional costs incurred by company in unloading cars containing damaged goods are chargeable to storer.
(g)    Company shall not be responsible for demurrage or delays in loading or unloading cars or delays in obtaining  cars for outbound shipment unless such demurrage or delays was caused solely by company’s negligence.
(h)    A charge in addition to regular storage and handling rates will be made for bonded storage.
(i)    All storage, handling and other services may be subject to minimum charges.
(j)    Storer agrees to pay company all costs and advances including reasonable attorney’s fees incurred by company in connection with the storage, handling or disposition of the goods hereunder including lawsuits to which company has been made a party relating in any way to its performance under this agreement.

SECTION 9 – LIABILITY AND LIMITATION OF DAMAGES

(a)    Company shall not be liable for any loss, damage or destruction to goods, however caused, unless such loss, damage or destruction resulted from company’s failure to exercise such care in regard to the goods as a reasonably careful man would exercise under like circumstances. Company is not liable for damages which could not have been avoided by the exercise of such care.
(b)    Company and storer agree that company’s duty of care referred to in (a) above does not extend to providing and/or maintaining a sprinkler system at warehouse complex or any portion thereof.
(c)    Unless specifically agreed to in writing, company shall not be required to store goods in humidity controlled environment or be responsible for tempering goods.
(d)    IN THE EVENT OF LOSS, DAMAGE OR DESTRUCTION TO STORED GOODS FOR WHICH COMPANY IS LEGALLY LIABLE, STORER DECLARES THAT COMPANY’S LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE LESSER OF THE FOLLOWING (1) THE ACTUAL COST TO STORER OF REPLACING OR REPRODUCING THE LOST DAMAGED AND/OR DESTROYED GOODS TOGETHER WITH THE TRANSPORTATION COSTS TO WAREHOUSE. (2) THE FAIR MARKET VALUE OF THE LOST, DAMAGED AND/OR DESTROYED GOODS ON THE DATE STORER IS NOTIFIED OF LOSS, DAMAGE OR DESTRUCTION. (3) 50 TIMES THE MONTHLY STORAGE CHARGE APPLICABLE TO THE LOST, DAMAGED AND/OR DESTROYED GOODS. (4) $1.00 PER POUND, PROVIDED, HOWEVER, THAT WITHIN 30 DAYS AFTER ISSUANCE OF THIS WAREHOUSE RECEIPT, STORER MAY, UPON WRITTEN REQUEST INCREASE COMPANY’S LIABILITY. ON PART OF ALL OF THE GOODS STORED UNDER THIS WAREHOUSE RECEIPT IN WHICH CASE AN INCREASED CHARGE WILL BE MADE BASED UPON SUCH INCREASE VALUATION. FURTHER PROVIDED THAT NO SUCH REQUEST SHALL BE VALID UNLESS MADE BEFORE STORER HAS KNOWLEDGE THAT LOSS DAMAGE OR DESTRUCTION HAS OCCURRED TO THE GOODS WHICH ARE THE SUBJECT TO THE REQUEST.
(e)    The limitation of liability referred to above shall apply to all claims including inventory shortage and mysterious disappearance claims unless storer proves by affirmative evidence that company converted the goods to its own use. Storer agrees to waive any rights to rely upon any presumption of conversion imposed by law.

SECTION 10 – NOTICE OF CLAIM AND FILING OF SUIT

(a)    Company shall in no event, be liable for any claim of any type whatsoever with respect to stored goods unless such claim is presented, in writing, within a reasonable time, not exceeding 60 days, after storer learns or, in the exercise of reasonable care, should have learned of the loss, damage or destruction of goods stored hereunder.
(b)    As a condition to making any claim and as a condition precedent to filing any suit, storer shall provide company with a reasonable opportunity to inspect the goods which are the basis of storer’s claim.
(c)    NO ACTION MAY BE MAINTAINED BY STORER OR OTHERS AGAINST COMPANY WITH RESPECT TO GOODS STORED UNLESS A TIMELY WRITTEN CLAIM HAS BEEN MADE AS PROVIDED IN PARAGRAPH (a) OF THIS SECTION AND UNLESS STORER HAS PROVIDED COMPANY WITH A REASONABLE OPPORTUNITY TO INSPECT GOODS AS PROVIDED IN PARAGRAPH (b) OF THIS SECTION AND UNLESS SUCH ACTION IS COMMENCED WITHIN 1 YEAR AFTER THE EXPIRATION OF THE 60 DAY PERIOD REFERRED TO IN PARAGRAPH (a) HEREOF.

SECTION 11 – INSURANCE

(a)    Goods are not insured and the storage rates do not include insurance unless the company has agreed, in writing, to obtain such insurance for the benefit of storer.  Storer hereby instructs company not to obtain insurance on the goods stored hereunder.

SECTION 12 – LIEN

(a)    All advances and charges are due and payable before delivery or transfer of property. Company shall have a lien upon and security interest in all goods of storer or the proceeds thereof at any time heretofore and hereafter deposited by storer in a warehouse owned or operated by company. Such lien and security interest shall be for all charges and advances, past, present or future in relation to such goods of storer whether or not heretofore delivered by company. Upon the nonpayment of any such amounts within a reasonable time company may obtain satisfaction of its lien as provided by law.

SECTION 13 – WAVIER-SEVERABILITY

(a)    Company’s failure to insist upon strict compliance with any provision of this Warehouse Receipt shall not constitute a wavier or estoppels to later demand strict compliance thereof and shall not constitute a wavier or estoppels to insist upon strict compliance with all other provisions of this Warehouse Receipt.
(b)    In the event any section of this Warehouse Receipt or part thereof shall be declared invalid, illegal and unenforceable, the validity, legality and enforceability of the remaining sections and parts shall not, in any way, be affected or impaired thereby.

SECTION 14 – AUTHORITY

Storer represents and warrants that he either (i) the lawful owner of the goods which are not subject to any lien or security interest of others; or (ii) is the authorized agent of the lawful owner and for any holder of a lien or security interest and has full power and authority to enter into the agreement incorporated into this receipt. Storer agrees to notify all parties acquiring any interest in the goods of terms and conditions of this receipt and to obtain as a condition of granting such an interest, the agreement of such parties to the bound by the terms and conditions of this receipt.

SECTION 15 – NOTICES

All written notices provided herein may be transmitted by any commercially reasonable means of communication and directed to company at the address on the front hereof and to storer at its last known address. Storer is presumed to have knowledge of the contents of all notices transmitted in accordance with this Section within five days of transmittal.