Terms of Service
ASSET MANAGEMENT AGREEMENT
1. Charges: This contract, along with the Company’s Schedule of Charges (collectively, the “Contract”), represents the entire agreement of the parties hereto. One month’s storage will be charged for each consecutive period of thirty (30) days, and/or any portion thereof, for which goods are stored. In no event shall the Customer be entitled to a pro-rated charge, regardless of the number of days for which goods are stored within a thirty (30) day period. Rates are subject to change upon thirty (30) days written notice. If Customer shall fail to pay when due any storage charge due and payable hereunder, then interest at the rate of 1.5% per month shall accrue on such unpaid storage charge from and after the date on which such storage charge shall be due and payable, and such interest, together with a late charge of $25.00, shall be paid by Customer to the Company at the time of payment of the delinquent sum. Payments received by the Company may be applied first to late charges and/or the oldest storage charges due, at the Company’s sole discretion. If Customer shall deliver a check to the Company which is dishonored for any reason, Customer shall pay the Company an additional charge of $200.00 for the Company’s expense in connection therewith, and all future payments hereunder by Customer shall be made by bank or cashier’s check or money order. In the event that Customer shall fail to pay when due any storage charge due and payable hereunder, then the Company may deny the Customer access to the facility and/or the Customer’s goods being stored therein, and withhold all service hereunder.
2. Delivery Requirements: Goods may be delivered upon written instructions only, and must be pre-approved by the Customer. The Company shall not be liable for loss or damage to Customer’s goods resulting from inadequate packaging performed by the Customer, or for loss or damage to the Customer due to the Company’s failure to deliver the Customer’s goods, improper delivery and/or for delays in delivery. Any loss or damage shall in any event be limited as provided in paragraph 12 herein. The Company takes no responsibility for typographical or clerical errors contained in instructions sent by the Customer, whether by e-mail, facsimile or letter. Requests for delivery shall be made directly to the warehousemen. All goods for storage must be shipped or delivered by the Customer to the warehouse properly packages for storage and handling, and clearly marked with the Customer’s name and account number indicated below.
3. Change of Address: Notice of any change of address of the Customer must be given by the Customer to the Company, in writing, and acknowledged, in writing, by the Company on the following monthly statement, and no notice of any change of address shall be valid or binding against the Company if given in any other manner. It is hereby expressly understood and agreed that all notices of any nature to the Customer shall be sent to the last known address as shown on the face of this Contract until such written notice of change is received by said Company, and acknowledged by it in writing on the following monthly statement.
4. Authorization: Customer will furnish to the Company in writing the names of such agent or agents as it may authorize to have access to the goods stored at the Company’s facility. Customer will promptly notify the Company in writing of the termination or revocation of the authority of such agent. No revocation or access authorization shall be binding unless and until received in writing by the Company. Authority to have access shall be deemed to be authority to order any and all services for the Customer’s account on any disposition of the Customer’s goods being stored hereunder, regardless of the manner in which such order is given.
5. Additions to Storage Lot: Any additional goods hereafter delivered by the Customer to the Company for storage as a part of this lot while this Contract is outstanding shall be subject to the terms and conditions hereof.
6. Ownership of Goods: The Customer represents to the Company that the Customer has the lawful possession of and legal right to store all of the property. The Customer agrees to pay all storage and other charges which the Company may incur or become liable for or by judgment be compelled to pay in connection therewith and this Company shall have a lien on said property, in addition to liens provided for in paragraph 16 herein, for all storage and other charges, including, but not limited to reasonable attorney’s fees.
7. Access: The Customer, his authorized agents and employees shall have access to the goods being stored hereunder and the Company’s facility upon twenty-four (24) hours notice, on all regular business days during regular business hours as posted at the premises.
8. Miscellaneous Cataloguing, Indexing, etc.: All miscellaneous services such as sorting and arranging the Customer’s goods so that the same are in condition suitable for storage are available under special terms and conditions to be negotiated in writing as the occasion arises. This work is to be done in accordance with generally accepted business practice existing at the time the work is accomplished.
9. Renewal: This agreement shall automatically be renewed for successive terms until either party shall cancel it by giving the other written notice of its election to cancel at least sixty (60) days prior to the expiration of the then existing term by written notice.
10. Moving of Records by Company: The Company reserves the right to move, at the Company’s expense, on sixty (60) days’ notice to Customer, any goods in storage from the storage facility in which they may be stored to any other equally suited storage facility. The Company may, without notice, move goods within the storage facility in which they are stored.
11. General Lien for Charges: This Company shall have a lien upon any and all property deposited with the Company or hereafter deposited with it by Customer or on the proceeds thereof in its hand, for all lawful charges for storage and preservation of same, or any part thereof, for all lawful claims for money advanced, interest, transportation, labor, wrapping, weighing, and all other charges and expenses in relation to such property, or any part thereof, and for other reasonable charges and expenses for notice and advertisement of sales and for the sale of the property where default has been made in satisfying this Company’s lien. This lien may be enforced by the Company either by public or private sale with or without a judicial hearing, pursuant to the provisions of the Uniform Commercial Code of the State of New York.
12. Liability of the Company: The Company does not carry insurance for the accounts of the Customers. All goods are deposited at the Customer’s risk. The Company shall not be responsible for any damage or injury that may happen to Customer or Customer’s property stored hereunder from any cause whatsoever during the time that such property is covered under this Agreement, and Customer expressly releases the Company from and agrees to indemnify the Company against any and all claims for such loss, damage or injury, including, without limitation, costs and reasonable attorneys’ fees incurred by the Company in connection therewith. Without limiting the generality of the foregoing, the Company shall not be responsible or liable to Customer, or any person claiming by, through or under the Customer, for any loss of, damage or injury to any property or to any persons at any time in or about the Company’s facility from theft, fire, explosion, falling plaster, bursting, breakage, leakage, steam, gas, electricity, water, dampness, sewerage, lightning, rain, wind, snow, or any other cause whatsoever, nor shall the Company (except in the case of the Company’s gross negligence or willful misconduct) be in any way responsible or liable to the Customer, or any person claiming by, through or under the Customer in case of any accident or injury including death to any of the Customer’s employees, agents or invitees or to any person or persons in or about the storage facility. The Company shall in no event be liable for consequential or special damages resulting from negligent delay or proximately caused by the physical loss or damage to any property, or the unauthorized access of such property to a third party, and in no event shall the Company be responsible for consequential or special damages due to failure to make delivery, nor from improper delivery to the wrong person or to the wrong place, nor at a time after which the delivery was requested.
13. Customer represents to the Company that Customer will assume all responsibility for procuring, paying and maintaining any insurance to protect the value of any goods held hereunder from any loss of any nature whatsoever.
14. Filing Claims: As a condition precedent to recovery, all claims must be in writing and filed with the Company within sixty (60) days after the loss of, destruction of or damage to the goods or any part thereof. The Company shall not be liable for any claim of loss or damage or unauthorized access if the Customer has not made full payment of all storage charges and other charges due under this Agreement at the time of the filing of such claim.
15. Reasonable Regulations: The Company reserves the right to make such reasonable rules and regulations regarding services rendered under this agreement as may from time to time be necessary for the care, safety, management and security of the facility. The Company shall provide reasonable notice to the Customer prior to the effective date of such rules & regulations.
16. Assignment: This agreement may not be assigned by Customer without written consent of an officer of the Company.
17. Waiver of Trial by Jury/No Counterclaims: Customer hereby waives trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Contract, the relationship of the Company and Customer, or any claim of injury or damage.
18. Miscellaneous: This Contract represents the entire and integrated Contract between the parties herein, and supercedes all prior negotiations, representations or Contracts, either written or oral. Any waiver of a right or duty afforded under this Contract shall not be effective unless such waiver shall be in writing and signed by the party claimed to have given, consented to or suffered the waiver. This Contract shall be exclusively governed by and construed in accordance with the laws of the State where the storage facility is located. In the event that any court of competent jurisdiction determines that any provision of this Contract is unlawful or unenforceable, each and all remaining provisions of this Contract shall remain in full force and effect. This Contract will bind and benefit the Company and the Customer, and their respective heirs, executors, administrators, successors and permitted assigns. This Contract will not, however, bind the Company named in this Contract or any subsequent owner after it transfers its interest in the storage facility.