Standard Contract Terms and Conditions for Merchandise Warehouses

Standard Contract Terms and Conditions for Merchandise Warehouses  Sonwil Distribution Center 

Approved and promulgated by the American Warehouse Association, October 1968. Revised and  promulgated by the International Warehouse Logistics Association, January 1998, November 2008,  May 2015, and October 2020.  


a) This Contract, including accessorial charges that may be attached hereto, must be accepted within  30 days from the proposal date by signature of DEPOSITOR. In the absence of written acceptance,  the act of tendering GOODS described herein for storage or other services by WAREHOUSE within  30 days from the proposal date shall constitute acceptance by DEPOSITOR. DEPOSITOR has had  the opportunity to review and inspect the warehouse facility (“FACILITY”).  
b) In the event that GOODS tendered for storage or other services do not conform to the description  contained herein, 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,  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.  
c) Any GOODS accepted by WAREHOUSE shall constitute GOODS under 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.  


DEPOSITOR agrees that all GOODS shipped to and from 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. The  parties agree that, regardless of whether WAREHOUSE is incorrectly identified as named consignee,  or DEPOSITOR fails to notify carrier of the incorrect identification on the bill of lading or other contract  of carriage, under no circumstances shall WAREHOUSE be considered the consignee for purposes of  identifying the “importer” under 21 U.S.C. § 384a. The parties further agree that, regardless of whether  WAREHOUSE is named as an “agent” for purposes of 21 U.S.C. § 350d or receives notification from the  U.S. government with respect to confirmation of WAREHOUSE’S status as “agent” under 21 U.S.C. §  350d, under no circumstances shall WAREHOUSE be an agent for purposes of identifying the  “importer.” WAREHOUSE shall not be responsible for complying with or performing the duties  required of an “importer” under 21 U.S.C. § 384a. 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 any fines, penalties,  costs and expenses (including attorney’s fees) and other charges of any nature whatsoever, resulting  from DEPOSITOR’S failure to comply with the requirements of this Section 2.  

All GOODS shall be delivered at the FACILITY in a segregated manner, 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. WAREHOUSE is not a guarantor of the condition of such GOODS under any  circumstances, including, but not limited to hidden, concealed, or latent defects in the GOODS.  Concealed shortages, damage, inherent vice or tampering will not be the responsibility of  WAREHOUSE. 

a) Unless otherwise agreed in writing, all charges for storage are per package or other agreed unit  per month as per available space.  
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) 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 15th, inclusive, of a calendar month; one-half  month’s storage charge will apply on all GOODS received between the 16th and the last day,  inclusive, of a calendar 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 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.  
e) Any invoice over 30 days past due may be assessed a service charge of 2% APR per month or a  charge otherwise permitted by law. Any dispute as to the amount of the invoice shall be claimed  in writing within 30 days from date of invoice. DEPOSITOR may not offset payment of invoices  under any circumstances without the prior written consent of WAREHOUSE.  

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 the Facility 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) WAREHOUSE reserves the right to require advance payment of all past, present, and future  charges prior to removal of the GOODS from the Facility.  
d) 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 place of business of the  person to be notified. If GOODS are not removed before the end of the notice period, the  WAREHOUSE may sell them in accordance with applicable law.  
e) 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.  
f) 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: i) sell the GOODS at public or private sale without  advertisement on reasonable notification to all persons known to claim an interest in the  GOODS, ii) return GOODS freight collect, or iii) dispose of GOODS. 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.  
g) If, after a reasonable effort, WAREHOUSE is unable to sell the GOODS pursuant to this Section  5, WAREHOUSE may dispose of the GOODS in any lawful manner and shall incur no liability by  reason of such disposition.  

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.  
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 WAREHOUSE may  make an additional charge for each order or each item of an order.  
e) DEPOSITOR shall indemnify, defend, and hold WAREHOUSE harmless from all loss, costs,  penalties, claims, expenses (including reasonable attorney’s fees) for transportation, storage,  handling and other charges related to the GOODS, including but not limited to undercharges,  rail demurrage, truck/intermodal detention and other charges, asserted by any third 
party. WAREHOUSE shall not be liable to DEPOSITOR 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 as determined by industry practice.  

No GOODS shall be delivered or transferred except upon receipt by the 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 or electronically in accordance with DEPOSITOR’S prior written  authorization, but the WAREHOUSE shall not be responsible for loss or error occasioned thereby. 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. When GOODS are ordered out, a  reasonable time shall be given to the WAREHOUSE to carry out instructions.  

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 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) WAREHOUSE will take physical inventories and cycle counts as requested by DEPOSITOR, at  DEPOSITOR’S expense. Representatives of DEPOSITOR and WAREHOUSE personnel, as well  as any independent auditor or designee, may be present when any physical inventory is taken.  

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, WAREHOUSE shall have no  liability for GOODS seized or removed by U.S. Customs.  

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.  

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. 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) In the event of loss or damage to the GOODS for which WAREHOUSE is legally  liable, DEPOSITOR declares that WAREHOUSE’S liability for damages are limited  to $500.00 per unit/container (u/c)i, and in no instance shall any one claim exceed  the limit of WAREHOUSE’S liability insurance, 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) The limitation of liability referred to in Section (c) above shall be DEPOSITOR’S  exclusive remedy against WAREHOUSE for any claim or cause of action  whatsoever relating to loss, damage, and/or destruction of the GOODS and shall  apply to all claims including inventory shortage and mysterious disappearance  claims unless DEPOSITOR proves by affirmative evidence that WAREHOUSE  converted the GOODS to its own use. Any presumption of conversion imposed by  law shall not apply.  
e) 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 cleanup  and site remediation resulting from the loss or damage to the GOODS.  

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. Each claim 
must contain information necessary to identify the GOODS affected, the basis for liability and  the amount of the alleged loss or damage, as well as all appropriate supporting documentation.  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 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 claim in writing and maintaining of action after notice begin on  the date of mailing of such notice by WAREHOUSE.  

With respect to any claim arising from or related to this agreement, or otherwise arising from the  relationship of the parties, in no event will WAREHOUSE be liable for special, indirect, exemplary,  punitive, or consequential damages of any kind, including but not limited to lost profits, lost sales, or  damages due to business interruption, regardless of whether such damages were foreseeable or  WAREHOUSE had notice of the possibility of such damages.  

a) If WAREHOUSE negligently mis-ships GOODS, the WAREHOUSE shall pay the reasonable  transportation charges incurred to return the mis-shipped 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 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.  
b) WAREHOUSE shall not be responsible for chargebacks of any kind.  
c) Any and all claims made pursuant to this Section must be in compliance with the requirements  set forth in Section 12.  

RECALL – Sec. 15 
In the event a recall, field alert, product withdrawal or field correction (together, “Recall”) may be  necessary with respect to any GOODS provided under this Contract, DEPOSITOR shall immediately  notify WAREHOUSE in writing. WAREHOUSE will not act to initiate a Recall without the express prior  written approval of DEPOSITOR unless otherwise required by applicable laws. The cost of any Recall  shall be borne by DEPOSITOR. DEPOSITOR shall indemnify and hold harmless the WAREHOUSE  from all loss, cost, penalty, and expense (including reasonable attorneys’ fees) which WAREHOUSE  pays or incurs as a result of a Recall.  

Neither party shall be liable to the other for default in the performance or discharge of any duty or  obligation under this Contract, except for DEPOSITOR’S obligation to pay for services rendered by  WAREHOUSE, when caused by acts of God, hurricanes, tidal waves, flood, tornadoes, cyclone, wind  storm, earthquake, public enemy, civil commotion, strikes, labor disputes, work stoppages or other  difficulties within the workforce, failure to provide power by the utility provider, intentional or  malicious acts of third persons or any other organized opposition, cyber-attacks, viruses, corruption,  depredation, accidents, explosions, fire, water sprinkler leakage, moths, vermin, insect, seizure under  legal process, embargo, prohibition of import or export of GOODS, closure of public highways, railways,  airways or shipping lanes, governmental interference, order, regulation, or other action(s) by  governmental authority, national, regional, or local emergency(ies), plague, epidemic, pandemic,  outbreaks for infectious disease or any public health crisis, including but not limited to compliance with 
related practices required or recommended by governmental or health organizations (including but not  limited to quarantine or other employee restrictions) or other contingency(ies), similar or dissimilar to  the foregoing, beyond the reasonable control of the affected party. Upon the occurrence of such an event  the party seeking to rely on this provision shall promptly give written notice to the other party of the  nature and consequences of the cause. If the cause is one which nevertheless requires WAREHOUSE  to continue to protect the GOODS, DEPOSITOR agrees to pay the storage or similar charges associated  with WAREHOUSE’S obligation during the continuance of the force majeure. All GOODS are stored,  handled, and transported at DEPOSITOR’S sole risk of loss, damage, or delay caused by any of the  above.  

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.  

DEPOSITOR represents and warrants to WAREHOUSE that there are no known potential health, safety  and/or environmental hazards associated with the storage and handling of the GOODS that have not  been disclosed to and acknowledged by WAREHOUSE. Notwithstanding, DEPOSITOR 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. 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.  

a) The Parties shall keep in confidence and not disclose to any third party (i) the terms of this  Contract, and (ii) any confidential or proprietary information (“Confidential Information”) that  either learns about the other Party, such as, but not limited to, the rates, value, origin,  destination, or consignee of any GOODS or shipment made hereunder. The Parties may disclose  such terms and information to the extent required by law, to obtain financing, to substitute  service providers to the extent necessary to provide such substitute service, or to auditors  retained for the purpose of assessing the accuracy of freight bills.  
b) WAREHOUSE will maintain and enforce safety and physical security procedures with respect to  its possession and maintenance of Confidential Information that comport with the standard of  care outlined in Section 11 of this Contract, and which provide reasonably appropriate technical  and organizational safeguards against accidental or unlawful destruction, loss, alteration or  unauthorized disclosure, removal or access of Confidential Information. WAREHOUSE will not  be liable for any breach of security or unauthorized access affecting Confidential Information  which could not be avoided by the exercise of such reasonable care.  

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) 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 modified except by a writing signed by  WAREHOUSE and DEPOSITOR.  
d) DEPOSITOR shall not assign or sublet its interest or obligations herein, including, but not  limited to, the assignment of any monies due and payable, without the prior written consent of  WAREHOUSE.  

LIEN – Sec. 21 
WAREHOUSE shall have a general warehouse lien for all lawful charges for storage and preservation  of the GOODS; also, for all lawful claims for money 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 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. Unless  expressly stated otherwise in writing, WAREHOUSE will not subordinate its lien to any lender, financial  institution, or any other third party.  

Documents of title, including warehouse receipts, may be issued either in physical or electronic form at  the option of the parties. Any inconsistencies between the terms of the warehouse receipt and this  Contract shall be governed by this Contract.  

This Contract and the legal relationship between the parties hereto shall be governed by and construed  in accordance with the substantive laws of the state where the FACILITY is located, 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 the state where the FACILITY is located.  

Additional Terms and Conditions Applicable to this Contract or rate quotation: _______________________________________________________________ Nothing entered hereon shall be construed to extend WAREHOUSE’S liability beyond the  standard of care specified in Section 11 above.  

QUOTATION NO. _________________________  

i Notes: U/C= Unit/Container (e.g. CWT, Pallet, Case, MU); a unique MU is assigned to each pallet  received.  

Revised March 3, 2021  

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