AAA PACKING & SHIPPING, INC.
TERMS AND CONDITIONS OF CONTRACT
“Owner”' means Kariba Shipping, LLC dba AAA Packing & Shipping. “Customer”' means the shipper, consignee, owner of the Goods or its agents, including, without limitation, motor carriers, drayage companies, forwarders, brokers, and/or any entity that places or maintains a chassis/trailer pool at the Owner’s Facilities (as defined below). “Equipment” means any chassis, container, trailer, or tractor. “Goods” means the merchandise, cargo, or freight that the Customer tenders for storage, deliver, installation and/or removal or such other services as set forth on the front page of this straight bill of lading. “Facility” or “Facilities” means Owner's warehouses located at 2000 East 49th Street, Vernon, California 90058 and 2019 East 48th Street, Vernon, California 90058. “Yard storage” means the placement of containers or trailers, with or without tractors, empty or loaded, secured or unsecured, in the yard of Owner's Facilities for the benefit of the Customer and/or the Customer's Goods.
(a) By Customer's tender of the Goods for storage, delivery, installation, and/or removal or such other services as agreed to in writing by the Customer and Owner, the Customer agrees to these Terms and Conditions, which no agent or employee of the parties may alter. (b) In the event that the Goods do not conform to the description set forth on the front page of this straight bill of lading, Owner may refuse to accept such Goods. If the Owner accepts such Goods, the Customer agrees to rates and charges that the Owner may assess and invoice and to all terms of this contract. (c) Either party may cancel this contract by giving 30 days' written notice to the other party.
The Customer shall not designate the Owner to be the consignee for any Goods under any bill of lading, waybill, air waybill, or any other transportation contract, receipt, or delivery document. If, in violation of the terms of this straight bill of lading, Goods arrive at the Facility and the Owner is the named consignee, the Customer agrees to notify the carrier in writing prior to such shipment, with copy of such notice to the Facility, that the Facility is in fact a warehouse that has no beneficial title or interest in such Goods and the Customer further agrees to indemnify and hold harmless the Owner from any and all claims for unpaid transportation charges, including, without limitation, undercharges, demurrage, detention, or charges of any nature, that arise out of or are in any way connected to the Goods. The Customer further agrees that if it fails to notify the carrier as the preceding sentence requires, the Owner shall have the right to refuse such Goods and it shall not be liable or responsible for any loss, injury, or damage that arises out of or is in any way connected to such Goods.
TENDER FOR STORAGE
The Customer has the duty to properly mark and package all Goods that it tenders to Owner for storage, delivery, installation, and/or removal. Before or at the time of such tender, the Customer shall furnish Owner with a manifest showing any marks, brands, or sizes that the Facilities are to keep and account for separately, and the class of storage and other services that the Customer desires.
STORAGE PERIOD AND CHARGES
(a) All charges for monthly rent and services are set by Owner payable each month to Owner or to Owner's designated agent. (b) Charges commence upon the date that the Facility accepts care, custody, and control of the Goods, regardless of the unloading date or the date of issue of a receipt. (c) All storage charges are due and payable on the first day of storage for the initial month and thereafter on the first day of each succeeding calendar month.
TRANSFER, TERMINATION OF STORAGE, REMOVAL OF GOODS, AND OWNER’S LIEN
Instructions to transfer Goods on the books of the Owner are not effective until delivered to and accepted by Owner, and all charges up to the time transfer is made are chargeable to the Customer. If a transfer involves rehandling 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 bill of lading or warehouse receipt, a new storage date is established on the date of transfer. The Owner reserves the right to move, at its expense, 14 days after notice is sent by certified mail or overnight delivery to the Customer, any Goods in storage from the Facility in which they may be stored to any other of Owner's Facilities. Owner will store the Goods at, and may without notice move the Goods within and between any of its Facilities. The Owner may, upon written notice of not less than 30 days to the Customer and any other person known by the Owner 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 the Goods are not removed before the end of the notice period, the Owner may sell them in accordance with applicable law. If Owner in good faith believes that the Goods are about to deteriorate or decline in value to less than the amount of Owner's lien before the end of the 30-day notice period, the Owner may specify in the notification any reasonable shorter time for removal of 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. If as a result of a quality or condition of the Goods of which the Owner had no notice at the time of the deposit the Goods are a hazard to other Goods or to the Facility or to persons, the Owner may sell the Goods at public or private sale without advertisement on reasonable notification to all persons known to claim an interest in the Goods. If the Owner after a reasonable effort is unable to sell the Goods, Owner may dispose of the Goods in any lawful manner and shall incur no liability by reason of such disposition. Pending such disposition, sale or return of the Goods, the Owner may remove the Goods from the Facility and shall incur no liability of such removal. THE CUSTOMER UNDERSTANDS AND AGREES THAT THE OWNER HAS NOT INSURED THE GOODS FOR THE BENEFIT OF THE CUSTOMER AGAINST FIRE OR ANY OTHER CASUALTY. PROCUREMENT OF SUCH INSURANCE IS THE SOLE RESPONSIBILITY OF THE CUSTOMER, AT ITS SOLE DISCRETION AND EXPENSE.
The handling charge covers the ordinary labor involved in receiving the Goods at the particular Facility’s door, placing the Goods in storage, delivery of the Goods to Customer or Customer's designee, and returning the Goods to the Facility’s door. Handling charges are due and payable on receipt of the Goods. Unless otherwise agreed in writing, labor for unloading and loading Goods will be subject to charge. Additional expenses incurred by the Owner in receiving and handling damaged Goods, and additional expense in unloading from or loading into cars or other vehicles not at the particular Facility’s door will be charged to the Customer. Labor and materials used in loading rail cars or other vehicles are chargeable to the Customer. When Goods are ordered out in quantities less than in which received, the Owner may charge additional amounts for each order or each item of an order. The Owner shall not be liable 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 Owner has failed to exercise reasonable care.
No Goods shall be delivered or transferred except upon receipt by the Owner of Customer's complete written instructions. Written instructions shall include, but are not limited to, FAX, E-Mail or similar communication, provided Owner has no liability when relying on the information contained in the communication as received. Goods may be delivered upon instruction by telephone in accordance with Customer's prior written authorization, but the Owner shall not be responsible for loss or error occasioned thereby. When Goods are ordered out a reasonable time shall be given the Owner to carry out instructions, and if it is unable because of acts of God, war, public enemies, seizure under legal process, strikes, lockouts, riots or civil commotions, or any reason beyond the Owner's control, or because of loss or damage to Goods for which Owner is not liable, or because of any other excuse provided by law, the Owner 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.
Owner’s labor required for services other than ordinary handling and storage, including, but not limited to, breakdown of residential, commercial or hospitality Goods, and installation services will be charged to the Customer. Special services requested by Customer 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. Dunnage, bracing, packing material or other special supplies, may be provided for the Customer at a charge in addition to the Owner's cost. By prior arrangement, Goods may be received or delivered during other than usual business hours, subject to a charge. Communication expense including postage, overnight delivery, or telephone may be charged to the Customer if such concern more than normal inventory reporting or if, at the request of the Customer, communications are made by other than regular United States Mail.
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. A minimum monthly charge to one account for storage and/or handling will be made. This charge will apply also to each account when Customer has several accounts, each requiring separate records and billing.
LIMITATION OF DAMAGES
Owner shall not be liable for any loss or damage to Goods tendered, stored or. OWNER DOES NOT INSURE GOODS AGAINST LOSS OR DAMAGE HOWEVER CAUSED. The Customer agrees that any Goods stored in value in excess of $25.00 per pound shall be of extraordinary value. The customer declares that damages are limited to $0.60 per pound per article unless Owner requests a higher declared value subject to additional charges. Items of extraordinary value, including, but not limited to antiques, art objects, gold or silver articles must be separately described on the inventory and a value declared for each item. However, Owner will not insure or obtain insurance for antiques, art objects, unique, emotionally attached, gold or silver or like items that cannot be commercially repurchased and a receipt provided. Customer is responsible for obtaining insurance at Customer's sole expense Owner's liability shall not exceed $0.60 cents per pound, per article.
NOTICE OF CLAIM AND FILING OF SUIT
Claims by Customer and all other persons must be presented in writing to Owner within a reasonable time, and in no event longer than 5 days after receipt of the Goods to the forwarding agent that loss or injury to part or all of Customer's Goods has occurred. All freight claims are subject to a $500 deductible. Time limitations for presentation of claim in writing and maintaining of action after notice begin on the date of receipt of the Goods.
NO LIABILITY FOR CONSEQUENTIAL OR PUNITIVE DAMAGES
Owner shall not be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever, including but not limited to loss of profits, income, interest, utility or loss of market, whether or not the Owner has knowledge that such damage might occur.
RIGHT TO STORE GOODS
Customer represents and warrants that Customer is lawfully in possession of the Goods and has the right and authority to store them with Owner. Customer agrees to indemnify and hold harmless the Owner from all loss, cost and expense (including reasonable attorneys' fees) which Owner pays or incurs as a result of any dispute or litigation, whether instituted by Owner or others, respecting Customer's right, title or interest in the Goods. Any amounts, including attorneys’ fees incurred by Owner as it relates to Customer’s interest in Goods, shall be charged to the Customer.
Customer will provide Owner with information concerning the Goods which is accurate, complete and sufficient to allow Owner to comply with all laws and regulations concerning the storage, handling and transporting of the Goods. Customer will indemnify and hold Owner harmless from all loss, cost, penalty and expense (including reasonable attorneys' fees) which Owner pays or incurs as a result of Customer failing to fully discharge this obligation.
SEVERABILITY AND WAIVER
(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 judgement 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. The provisions of this Contract cannot be modified except by a writing signed by Owner and Customer. Owner's failure to require strict compliance with that or any other 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. The provisions of this Contract shall be binding upon the heirs, executors, successors and assigns of both Customer and Owner; contain the sole agreement governing the Goods tendered to the Owner; and, cannot be modified except by a writing signed by Owner and Customer.
OWNER'S REMEDIES AND LIEN RIGHTS
Owner shall have a general warehouse lien for all lawful charges for storage and preservation of 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. Owner further claims a general warehouse lien for all such charges, advances and expenses with respect to any other Goods stored by the Customer in any other facility owned or operated by Owner. In order to protect its lien, Owner reserves the right to require advanced payment of all charges prior to shipment of Goods.
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 of California, 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 between Owner and Customer shall be brought only in the appropriate state or federal court in California with Venue in Los Angeles County. In the event of a dispute, the prevailing party shall be entitled to recover its costs and attorneys’ fees incurred in litigating such dispute.