Warehouse Terms - Archived

Customer Terms

Effective Date: March 10, 2022

Stord Warehouse Terms

These Warehouse Terms shall only apply to Stord Service Agreements in which Customer has elected to receive Warehouse Services from Stord. By executing the Service Agreement and accepting the Warehouse Services, Stord and Customer agree to these Warehouse Terms and the General Terms. Capitalized terms not defined herein are defined in the General Terms.

Stord may from time to time change these Warehouse Terms. Any changes are effective immediately upon posting on Stord’s website at Stord.com/warehouse-terms.

1. Definitions.

• Facility means any storage or warehouse locations provided to Customer from time to time by the Stord Group.
• Goods means the merchandise or property that the Customer tenders to Stord for Warehouse Services.
• Stord Group means Stord, Inc. as well as its Affiliates, Carriers, related companies, agents, representatives, and companies that own and operate the Facilities.
• Warehouse means Stord, Inc. as well as its Affiliates, related companies, agents, representatives, and companies that own and operate the Facilities.
• Warehouse Services means the provision of logistics services in Facilities, including, but not limited to inbound receiving, storage, picking and packing, outbound, and related warehouse administrative functions related to Customer’s Goods.

2. Acceptance.

(a) In the event that Goods tendered for storage or other Services do not conform to the description contained in the applicable SOW, Warehouse may refuse to accept such Goods. If Warehouse accepts such Goods, Customer agrees to Fees as may be reasonably assigned and invoiced by Warehouse. (b) Any merchandise or property that the Customer tenders to Stord for Warehouse Services and accepted by Warehouse shall constitute Goods under the Agreement. (c) Except to the extent Warehouse agrees to a minimum amount of Warehouse space in an SOW, Warehouse does not make any guarantees related to Facility space or storage capacity.

3. Shipping.

(a) Customer shall provide advance notice of at least one business day for all inbound shipments to Warehouse, via an advanced shipment notification “ASN” or other comparable method. (b) Customer shall not designate Warehouse as the consignee for any Goods under any bill of lading, or any other transportation contract, receipt, or delivery document. Under no circumstances will Warehouse be considered the consignee for purposes of identifying the “importer” under 21 U.S.C. § 384a. (c) Customer further agrees to indemnify and hold Warehouse harmless from any and all claims for unpaid transportation charges that arise out of or are in any way connected to the Goods.

4. Tender for Storage.

(a) All Goods shall be delivered at the Facility properly marked and packaged for storage and handling. (b) Warehouse shall not be responsible for the condition the Goods arrive in prior to being tendered to Stord.

5. Storage Period and Charges.

(a) Unless otherwise agreed in writing, all Fees for storage are as stated in the applicable SOW. (b) The storage month begins on the date that Warehouse accepts custody and control of the Goods.

6. Transfer, Termination of Storage, Removal of Goods.

(a) Instructions to transfer Goods from Warehouse are not effective until delivered to and accepted by Warehouse. (b) Warehouse reserves the right to move any Goods in storage from the Facility in which they may be stored to any other of Warehouse’s Facilities. (c) Subject to local law, after termination of the Agreement, if Customer does not retrieve its Goods within ten days, Warehouse may remove the Goods from the Facility and shall incur no liability by reason of such removal.

7. Handling.

(a) The handling charges set forth in the SOW cover the ordinary labor involved in receiving Goods at the Facility’s warehouse door. (b) Warehouse shall not be liable for any demurrage or detention, nor for any delays in unloading inbound cars, trailers, or other containers.

8. Outbound Transfer Requirements.

(a) Goods shall not be delivered or transferred until receipt by Warehouse of Customer’s complete written instructions.

9. Extra Services.

(a) Warehouse labor required for Services other than those set forth in the applicable SOW will be charged to the Customer at the Accessorial Rate.

10. Minimum Charges.

A minimum handling charge or minimum storage charge per month will only be made if set forth in the applicable SOW or otherwise agreed upon by the Parties in writing.

11. Liability and Limitation of Damages.

(a) Warehouse shall not be liable for any loss or damage to Goods tendered, stored, or handled, unless such loss or damage occurs while in the custody and control of warehouse. (b) Any claims filed by Stord on Customer’s behalf shall in no way constitute a waiver of any provisions of the Agreement.

12. Customer Insurance.

Goods are not insured by Warehouse against loss or damage however caused, and Customer is solely responsible for obtaining all property and other insurance.

13. Notice of Claim and Filing of Suit.

(a) Claims by Customer must be presented in writing to Warehouse within a reasonable time.

14. Liability for Mis-Shipment.

If Warehouse negligently mis-ships Goods in breach of the Standard of Care, Warehouse shall pay the reasonable transportation charges incurred to return the mis-shipped Goods to the Facility.

15. Force Majeure.

If the cause of a Force Majeure Event requires Warehouse to continue Warehouse Services, Customer agrees to pay the storage charges associated with Warehouse’s obligation during the continuance of the Force Majeure Event.

16. Damage or Mysterious Disappearance of Goods.

The limitation of liability referred to in Section 11 above shall be Customer’s exclusive remedy against Warehouse for any claim relating to loss, damage, and/or destruction of the Goods.

17. Right to Store Goods.

Customer represents and warrants that Customer is lawfully in possession of the Goods and has the right to store them with Warehouse.

18. Accurate Information.

(a) Customer 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.

19. Non-Circumvention.

Customer agrees to refrain from any direct or indirect contact or solicitation of any member of the Stord Group without the involvement or consent of Stord.

20. General and Specific Lien.

Warehouse shall have a general and specific warehouse lien for all lawful charges for Services and in relation to the Goods under this Agreement.

21. Document of Title.

Documents of title may be issued either in physical or electronic form at the option of the Parties.

22. Governing Law.

These Warehouse Terms and the legal relationship between the parties hereto shall be governed by the law specified in the General Terms.

23. Yard Storage.

“Yard Storage” means the placement of Goods, including containers or trailers with Goods, with or without tractors, in the yard of Warehouse for the benefit of the Customer and/or the Customer’s Goods.