TERMS AND CONDITIONS AND RATES
1. This storage agreement is on the rates, terms and conditions of this Non-negotiable Warehouse Receipt, Storage Contract, and Terms and Conditions (herein called Contract) and the attached Warehouse and Distribution Charges (herein called Charges). All rates and charges are subject to change at any time by Unipac on notice to the Depositor. In and out handling charges will be invoiced upon receiving or if earlier at the time Unipac is offered and accepts care and custody of the goods. Billing cycle is semi-monthly. All account balances must be paid in full before goods leave the Unipac warehouse.
2. Hazardous materials must be approved before acceptance.
3. 24 hour notice is required for delivery and pickup.
4. Special services requested by Depositor, such as assembling, labeling, decorating, coloring, dismantling, packaging, re-packaging, sorting, building, servicing, or similar work on the stored goods, are subject to such charges as are contained in a separate Work Order.
5. Depositor acknowledges that the terms and conditions of this Contract are published on http://www.unipacshipping.com.
6. This Contract certifies that Unipac has received and stored in the Unipac storage warehouse located at 18825 East Railroad St., City of Industry, CA 91748, for the account of the Depositor, the goods described in the particular Non-negotiable Warehouse Receipt relating to those goods, in the condition when received, except as noted on the Non-negotiable Warehouse receipt. No goods are received until care and custody of the goods has been accepted by Unipac. Unipac accepts receipt of the goods as described in this Contract at the time a Warehouse receipt has been issued by Unipac.
RATES AND CHARGES
7. The rates and charges to be paid by Depositor to Unipac, and the terms of payment of such rates and charges, are as specified in the Charges document attached to this Contract and incorporated herein.
FUNDS ADVANCED BY UNIPAC PRIOR TO STORAGE
8. Before receiving these goods, Unipac may have advanced money and incurred liability for activities such as transportation, demurrage, handling, preparation, weighing, packing, and related charges for which it claims a lien or security interest.
LIABILITY OF UNIPAC FOR THE STORED GOODS
9. Unipac and Depositor agree Unipac is liable for loss or injury to the stored goods caused by the failure of Unipac to exercise the level of care regarding the goods as a reasonably careful proprietor of a storage warehouse would exercise under similar circumstances.
LIMITATIONS ON LIABILITY OF UNIPAC FOR THE STORED GOODS
10. Unipac and Depositor agree Unipac is not liable for loss or injury to the stored goods, or delay in their retrieval by Depositor, nor for any consequential damages associated with the stored goods, resulting from, or proximately caused by, any or all of the following events:
a. an act, omission, or order of Depositor or the owner of the stored goods or an agent or employee of either;
b. insects, moths, vermin, depreciation, deterioration, obsolescence, and ordinary wear and tear;
c. inherent defects, characteristics, infirmities, or fragilities of the goods;
d. hostile or warlike actions by any authority using military or police forces; acts of war; earthquake, flood, wind, lightning, heat, or other acts of God; any other events commonly called force majeure;
e. strikes, lockouts, labor disturbances, riots, or civil unrest;
f. any acts of third parties unless Unipac failed to use reasonable measures to prevent such acts;
g. breakage or damage to Chinaware, bric-a-brac, ceramics, glass, and similar items of brittle or fragile composition unless such breakage or damage results from the lack of reasonable care of the goods by Unipac and the brittle or fragile nature of such items is described by Depositor in this Contract;
h. assembling, labeling, decorating, coloring, dismantling, packaging, re-packaging, sorting, building, servicing, or similar work done with the stored goods, unless such breakage or damage results from the lack of reasonable care of the goods by Unipac;
i. events happening before acceptance of the goods by Unipac;
j. events happening after delivery of the goods by Unipac to Depositor;
k. evens happening at any time Unipac does not have custody and control of the goods.
LIMITATIONS ON DAMAGES FOR THE STORED GOODS
11. In the event Unipac is liable for Depositorís losses or damages, the total liability of Unipac for the stored goods shall not exceed the smallest of the following items:
a. the cost of repairing damaged goods;
b. the cost of replacing damaged or lost or destroyed goods with material of like kind and quality;
c. the difference between the actual cash value of damaged property at the time of receipt by Unipac and the time of its delivery to the Depositor after storage;
d. the value of the deposited goods as declared by Depositor;
e. the total of $0.50 per lb of Depositorís goods up to $500.00 maximum, unless Depositor has declared a higher value and paid an ad valorem charge.
12. In determining the actual cash value of damaged goods, depreciation will be deducted and sentimental value disregarded. Depositor will be charged for betterment of the property after any repairs. Liability of Unipac for damages to matched pieces of property is limited to repairing, replacing or paying for the lost or damaged pieces only; consequent diminution in value of the entire set shall be disregarded.
13. In the event Unipac is liable for Depositorís losses or damages, Unipac is not liable for any loss of profits, or special, indirect, punitive or consequential damages of any kind suffered by Depositor for Depositorís loss, destruction, damage, or diminution in value, of the stored goods, whether or not such goods are repaired or replaced by Unipac. Depositor agrees Unipac has no duty to indemnify Depositor for such losses. Depositor agrees Unipac has no duty to defend Depositor against any lawsuit related to such goods or their loss.
OWNERSHIP AND NATURE OF GOODS
14. Depositor warrants to Unipac that Depositor has lawful possession of and legal right to store the goods described in this Contract. Depositor shall pay all storage and other charges, together with all costs and expenses incurred by Unipac, including attorney fees, if any adverse or conflicting claims to the goods arise between Depositor and any other person or entity. Unipac Shipping, Inc. is not a consignee of the goods, and Depositor will not name Unipac Shipping, Inc. or any related businesses as a consignee.
15. Depositor warrants to Unipac that the stored goods described above are properly classified, described, packaged, marked and labeled, are free of hazardous substances or are otherwise properly labeled, and are in proper condition for transportation, according to all applicable regulations and laws of the United States Department of Transportation and other U.S. agencies.
16. Depositor will indemnify, defend and hold Unipac harmless from all claims, actions, losses, costs, penalties, and expenses, including reasonable attorneys fees incurred by Unipac, arising out of Depositorís failure to properly handle, manage, maintain, classify, care for, describe, package, mark, label, and monitor for hazard substances, the stored goods.
17. Hazardous materials must be approved before acceptance. Depositor will notify Unipac in writing if any goods require special handling due to their hazardous nature or ability to damage surrounding goods or property.
SERVICES TO STORED GOODS
18. If Unipac determines, in its sole discretion, that any special treatment or protection is necessary to preserved the stored goods, or for the protection of other goods stored in the warehouse, Unipac may render that service and add the reasonable charges for such to Depositorís account.
19. For reasonable cause and in its sole discretion, Unipac may at any time cancel this Contract and take Depositorís stored goods out of the Unipac warehouse at the expense of Depositor.
ACCESS AND DELIVERY
20. These goods will be delivered to the Depositor at Depositorís request, upon proper identification of Depositor or Depositorís Agent, and upon presentation of this original Contract or a carbon copy, and upon payment in full of all accrued storage, handling, and other charges. 24 hour notice is required for delivery and pick-up. No delivery will be made except upon written order.
21. Access and delivery of the goods is provided Monday through Friday during normal working hours of 8:30AM to 4:00PM. An additional charge will be made if access is granted on week-ends in the discretion of Unipac. An additional charge will be made for partial access or partial delivery which shall be endorsed on this Contract. Unipac is not required to grant access to the goods, or to deliver the goods, without surrender of this original Contract, not a copy, by Depositor. Unipac may waive this requirement in its sole discretion.
TRANSFER OF THIS CONTRACT
22. The transfer or assignment of this Contract and its Warehouse Receipt to another depositor is prohibited without the consent of Unipac, to be given in its sole discretion.
23. Unipac provides liability insurance for the goods stored at the warehouse. Consequently Depositorís goods are insured by Unipac. Depositor may arrange for such insurance at its own expense and Unipac will cooperate in its acquisition by Depositor.
24. Unipac is not responsible for loss of goods due to inventory shortage or unexplained disappearance of stored goods unless Depositor affirmatively establishes such loss occurred due to Unipacís failure to exercise the level of care regarding the goods as a reasonably careful proprietor of a storage warehouse would exercise under similar circumstances. No legal presumptions as to the cause of losses shall apply to losses of goods stored under this Contract.
LIEN RIGHTS OF UNIPAC
25. Unipac Shipping, Inc. claims, and Depositor grants, a lien on the goods under California Commercial Code section 7209, and under any other provision of law, for all lawful charges owed to Unipac for storage, preservation, transportation, demurrage, terminal charges, insurance, labor, preservation, money advanced, interest, labor, weighing, coopering, services, assembling, labeling, decorating, coloring, packaging, re-packaging, sorting, dismantling, building, or other work done with the goods, and other present or future charges and expenses in relation to such goods, and for the balance on any other accounts of Depositor that may be due, and for all costs reasonably incurred in the lien or foreclosure sale of the goods pursuant to law.
26. Unipac also claims a lien under maritime law, if applicable, the UNIPAC SHIPPING, INC. bill of lading, if issued, and UNIPAC SHIPPING, INC.'s invoice "Terms & Conditions of Service," for all such lawful charges.
27. Depositor agrees to pay, and grants Unipac, in addition to any lien granted by law, a lien to secure Unipacís reasonable attorneys fees, legal expenses, reasonable court costs, and reasonable related charges, arising out of Unipac actions to collect Depositorís unpaid account balances, enforce Unipacís liens, defend Unipac if Unipac is made a party to any litigation concerning the goods stored under this Contract, or prosecute any action in interpleader for the determination of ownership of the goods deposited with Unipac.
28. Unipac may, at its option, bring suit to collect delinquent charges from Depositor without first foreclosing its lien on the goods or any security interest it may have in the goods. Depositor agrees such a procedure does not constitute a waiver of Unipacís lien rights under the law.
TIME FOR FILING CLAIMS AND SUITS
29. Unipac is not liable for the loss of, destruction to, or damage of the goods unless, after the date on which the goods are delivered, or demand for the goods is refused, then:
a. within 60 days after that date Depositor or any other person entitled to make a claim presents a claim in writing to Unipac; and
b. within one year after that date, suit is filed by Depositor or any other person entitled to make a claim.
CHOICE OF LAW
30. This Contract shall be governed by and construed according to the laws of the State of California. Performance is to be in Los Angeles County, State of California. In any action to enforce any part or all of this Contract, all parties agree jurisdiction and venue shall be in the Superior Court, Los Angeles County, California.
31. This Contract shall be executed in two originals, one to remain in possession of Depositor and one to remain in possession of Unipac. A carbon copy signature suffices for an original. No other copies are original documents.
32. The title, section captions, order of paragraphs, and paragraph numbers are part of this Contract.
33. All parties consent to the use of all legal and equitable remedies available in law to enforce this Contract.
34. This Contract supersedes all prior agreements, understandings and communications between Depositor and Unipac related to the subjects described in it, whether oral or written. The parties intend this Contract, the attachments to it, and all documents that are by its terms incorporated into it, to be a single contract and a complete and final expression of the rights, duties and obligations of the parties related to the subjects described in it. This Contract may not be modified in any way except through a subsequent written agreement between these parties.
35. If any term of this Contract is held by a court to be void or unenforceable, the remainder of this Contract remains in full force and effect.
36. Each party shall complete and sign all documents reasonably necessary to carry out the purposes and intent of this Contract.
37. Should any litigation arise between the parties to this Contract, the prevailing party shall be entitled to reasonable attorney fees and court costs.
38. All written notices to Unipac shall be delivered by U.S. Mail or overnight express service to the following address: