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Warehousing Contract

This Warehousing Contract (“Contract”) is made and entered into [Date] by and between MyPorter, Inc., dba “Porter Logistics”, a Delaware Corporation, (“Company”) and [YOU] a Corporation (“Customer”).

Whereas, Customer desires to engage Company to provide the storage space, materials, handling, facilities, and personnel necessary for the receipt, storage, and delivery of its goods (“Goods”);

Whereas, Company has such space available and the facilities and personnel to provide the services required at 650 Selig Drive SW, Atlanta, GA, 30336 and 605 Selig Drive SW, Atlanta, GA, 30336

Now, therefore in consideration of the mutual covenants and conditions contained herein the parties agree as follows:

  1. TERM AND ACCEPTANCE
    1. These Contract terms and conditions, including the information contained in the quote scope of work attached hereto as Exhibit A (“Scope of Work”), constitute the entire agreement between Customer and Company.
  • The term of this Contract shall commence on [Date] and shall continue thereafter in full force and effect for a period of 3 (years) (“Initial Term”) and shall thereafter automatically renew on a year-to-year basis. Either party has the right to terminate this Contract at any time by serving not less than 180 days prior written notice to that effect upon the other party, however any minimum payment agreements will remain in place for the full term of the Contract.
  • In the absence of written acceptance, the act of tendering Goods described herein for storage or other services by Company shall constitute acceptance by Customer. Any Goods accepted by Company shall constitute Goods under this Contract. 
  • If Customer issues multiple purchase orders or makes other requests for Company services or products, each such order or request shall be subject to this Contract, regardless of Customer’s other terms of any such order or request, and regardless of the method in which the order was placed.
  • In the event that Goods tendered for storage or other services do not conform to the description contained herein, Company may refuse to accept such Goods. If Company accepts such Goods, Customer agrees to rates and charges as may be assigned and invoiced by Company and to all terms of this Contract.
  1. SERVICES
    1. With respect to this Contract, “Services” means all distribution, warehousing, logistics, packing, crating, consolidation, and storage functions performed by the Company. The specific Services that Company shall provide Customer, during the term of this Contract, are set forth in the Scope of Work.
  • Any terms of Customer’s order for such Services, or requirements pertaining thereto or any communication from Customer which is in any way inconsistent with, or in addition to, the terms and conditions set forth herein, shall not be binding on Company in any way unless agreed to in writing. Company’s failure to object to any terms or conditions contained in any such communication from Customer shall not be deemed to be a waiver of such terms or conditions. Company shall not be liable for loss or damage to the Goods resulting from complying with Customer’s operating procedures.
  1. Rate and Charges
    1. The Scope of Work contains the schedule of rates and charges that will apply during the Initial Term of this Contract. A minimum yearly increase of 4% will be applicable. The rates and charges shall be subject to adjustment if the scope of Services or Initial Term is extended.
  • Storage charges shall begin to accrue on and from the date Company accepts care, custody and control of the Goods, regardless of unloading date or date of issue of a warehouse receipt or invoice.
  • A full month of storage charge will be assessed against all Goods received in a given calendar month. A full month storage charge will also 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 each calendar month.
  • Handling charges in connection with arrival and withdrawal of Goods may, at the option of Company, be billed with the storage for the last month.
  • Rates may be subject to an additional surcharge in the event of a new or additional city, county, state, or federal tax or fee related to the storage or services provided.
  1. OWNERSHIP, TRANSFER, TERMINATION OF STORAGE, AND REMOVAL OF GOODS
    1. Ownership.  Customer is the lawful owner or possessor of the Goods to be stored and/or has authority to store or ship said Goods. Customer agrees to indemnify and hold harmless the Company from any losses, costs and expenses (including reasonable attorneys’ fees) which the Company pays or incurs as a result of any dispute or litigation with respect to the Customer’s right, title or interest in the Goods.
  • Transfer of Goods.   Instructions to transfer Goods to the Facility are not effective until delivered to and accepted by Company and all charges up to the time transfer is made are chargeable to Customer. Company will only transfer Goods to the Customer identified as the “Customer” on the Quote unless it receives written instructions from the Customer to transfer the Goods to someone else. When Goods in storage are transferred from one party to another through issuance of new warehouse receipt, Quote, Goods Received Note, or Invoice, a new storage date shall be established on the date of transfer.
  • Packaging and Labeling.  All Goods delivered to the Facility are packaged, blocked, braced and labeled in accordance with normal shipping standards for the contents therein. With respect to the transport and storage of Hazardous Materials, Customer warrants that the packaging, labeling, and documentation is in full and complete compliance with the U.S. Department of Transportation’s requirements under 49 C.F.R. §§ 100-199 as well as any and all foreign government regulations for the country(ies) of transportation and destination.
  • Relocation of Goods.  Company reserves the right to move, at its expense, after no fewer than ten (10) days written notice to Customer (or to the last known holder of a negotiable warehouse receipt for the Goods, as applicable), any Goods in storage from the Facility to any other of Company’s warehouse locations, but, if Customer (or holder of a warehouse receipt) takes possession of such Goods in lieu of transfer, Customer shall pay accrued storage charges for the current month. Company may, without notice and at its discretion, move Goods within the Facility in which they are stored.
  • Delivery Requirements.  No Goods shall be delivered or transferred except upon receipt by the Company of Customer’s complete written instructions. Written instructions shall include, but are not limited to, EDI, E-Mail or similar communication, provided Company 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 Company shall not be responsible for loss or error occasioned thereby. When Goods are ordered out, or services are requested of Company, a reasonable time shall be given Company to carry out instructions, and if it is unable because of a Force Majeure event or because of loss of or damage to Goods for which Company is not liable, or because of any other excuse provided by law, Company 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.
  • Notice to Remove Goods.  Company may, upon written notice to Customer and to any other person actually known by Company to claim an interest in the Goods, require the removal of any Goods by the end of the next succeeding storage month. Such notice shall be given to the last known place of business or abode of the person to be notified. If Goods are not removed before the end of the next succeeding storage month, Company may dispose of such Goods in accordance with applicable law.
  • Preservation of Lien Rights.  If Company in good faith believes that the Goods are deteriorating or declining in value (and thus reducing the value of Company’s warehouse lien), before the end of the next succeeding storage month, Company may specify in a written notice a reasonable shorter time for removal of the Goods. In case the Goods are not removed as required, Company may dispose of them at a public sale held one week after a single advertisement or posting, or as provided or allowed from time to time by applicable law.
  • Disposal of Necessity.  If as a result of a quality or condition of the Goods of which Company has no notice at the time of receipt for storage, the Goods are (in Company’s discretion) Dangerous Goods or otherwise a hazard to other property, the Facility or to persons, Company may sell the Goods at public or private sale without advertisement or reasonable notification to all persons known to claim an interest in the Goods. If Company, after reasonable efforts under the circumstances, is unable to sell the Goods, it may dispose of them in any lawful manner and shall incur no liability by reason of such disposition. Pending such disposition, sale, or return of the Goods, Company may remove the Goods from the Company and shall incur no liability by reason of such removal. Customer shall be liable for all expenses in connection with such removal, disposal or sale.
  1. Environmental Hazards. 
    1. Customer shall notify Company of the characteristics of any of Customer’s Goods that may in any way be likely to cause damage to Company’s premises, the Facility, or to other products that may be stored by Company.
  1. In the event that Customer’s shipments arrive in damaged condition and there is a threat of environmental exposure, hazard to existing product on the site location, or threat to Company’s safety, Company shall put the Customer on notice and remove the truck securing the Goods to a secure location away from the Facility and Customer shall be required to remove the Goods, all of which shall be at the sole expense of Customer. Should Customer’s Goods deteriorate to an extent that Company believes that a leak, spill or release is already or is likely to occur, Customer agrees to immediately remove such Goods at its sole expense, including but not limited to any related damage or cleanup costs, from Company’s facility. Company shall provide written notice of the above to Customer and Customer shall remove such Goods as soon as possible, but in no event longer than 30 days of notice. Should Customer fail to comply with this provision, then Company shall remove the Goods and may dispose of or otherwise permanently remove such Goods and Customer shall be solely liable for all costs associated with the above-referenced actions.
  1. Customer, except to the extent hereinafter specified, represents that none of the Goods which it now has in storage, or will store in the future with Company are adulterated, flammable, hazardous or dangerous materials or articles, explosives or pesticides, as defined under the regulated federal, state or local laws, statutes, ordinances, or regulations, and that any Goods it now has in storage, or will store in the future with Company which require registration, permits, licenses or similar approvals under federal, state or local laws, statutes, ordinances or regulations are guaranteed to have such registrations, permits, licenses or approvals at the time the Goods are tendered to Company and during the time they are in Company’s custody.
  1. Customer represents that the Goods which it now has in storage which are defined or are subject to regulation under federal, state or local laws, statutes, ordinances or regulations concerning adulterated, flammable, hazardous or dangerous materials or articles, explosives or pesticides will be individually listed on receiving/shipping document (bill of lading) naming the Goods and designating which laws, statutes, ordinances or regulations apply to the storage, handling and transportation of the Goods, and whenever in the future the undersigned tenders Goods to Company for storage or handling which are defined and subject to regulation under federal, state or local laws, statutes, ordinances or regulations concerning adulterated, flammable, hazardous or dangerous materials or articles, explosives or pesticides it shall, at the time of such tender, advise Company, in writing, with respect to each such item which laws, statutes, ordinances and or regulations apply to the storage, handling and transportation of the Goods.
  • Customer further represents that with respect to any Goods it now has in storage, or will store in the future with Company which, due to such federal, state or local laws, statutes, ordinances or regulations applicable to the Goods, require special handling, storage, stacking segregation of commodities, documentation, records certification, reports of other treatment beyond that normally afforded by Company to Goods generally, it will furnish Company for Goods now in storage in writing for each item tendered for storage in the future, with all information and instructions necessary to conform with the requirements applicable to its Goods.
  • Customer agrees to indemnify and save Company harmless against any and all liabilities, laws, damages, costs or expenses which Company may incur, suffer or be required to pay by reason of any failure of the aforementioned representations.
  • Advance Payment.  Upon termination of this Contract, Company reserves the right to require advance payment of all past, present, and future charges prior to removal of the Goods from the Facility.
  • HANDLING
    • Handling charges cover the ordinary labor and duties incident to receiving Goods at Company door, stowing and delivering to Company door, but do not include unloading or loading of cars, vehicles, or vessels unless so specified. Goods received or delivered during other than usual business hours, at the request of the Customer, will be subject to an additional charge. Labor and materials used in loading rail cars or other vehicles are chargeable to Customer. If the actual dimensions and weights of the Goods are in excess of the quoted dimensions and weights, then additional charges may apply.
  • If Company agrees to load or unload a vehicle; dunnage, fastenings and all other materials, supplied by Company and work in loading out vehicles, are chargeable to the Customer. Any additional costs incurred by Company in unloading vehicles containing damaged Goods are chargeable to the Customer.
  • Company shall not be liable, regardless of fault, to Customer or third-parties 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. Customer shall indemnify, defend, and hold Company 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 undercharges, rail demurrage, truck/intermodal detention and other charges, asserted by any third-party.
  • DELIVERY AND RELEASE OF GOODS
    • Customer shall deliver the Goods to the Facility in a segregated manner, properly marked and packaged for handling. At or prior to delivery of the Goods, Customer shall furnish a manifest showing the Goods to be tendered for storage, with any instructions concerning storage, services, accounting, segregation, or any other requirements relating to the Goods, otherwise the Goods may be stored in bulk or assorted lots, in general storage at the discretion of the Company and will be charged for accordingly. Company 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 Company.
  • Customer agrees that all Goods shipped to and from Company shall identify Customer on the bill of lading or other contract of carriage as the named consignee, in care of Company, and shall not identify Company as the consignee. If, in violation of this Contract, Goods are shipped to Company as named consignee or shipped from Company as named shipper or consignor on the bill of lading or other contract of carriage, Customer agrees to immediately notify carrier in writing, with copy of such notice to Company, that Company named as consignee is the “in care of party” only and has no beneficial title or interest in the Goods. Furthermore, Company 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 Company is incorrectly identified as named consignee, or Customer fails to notify carrier of the incorrect identification on the bill of lading or other contract of carriage, under no circumstances shall Company be considered the consignee for purposes of identifying the “importer” under 21 U.S.C. § 384a. The parties further agree that, regardless of whether Company 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 Company’s status as “agent” under 21 U.S.C. § 350d, under no circumstances shall Company be an agent for purposes of identifying the “importer”. Company shall not be responsible for complying with or performing the duties required of an “importer” under 21 U.S.C. § 384a. Whether Company accepts or refuses Goods shipped in violation of this Section, Customer agrees to indemnify and hold Company 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 Customer’s failure to comply with the requirements of this Section.
  • PAYMENT AND MINIMUM CHARGES
    • Customer shall pay the total charges stated on the invoice within 15 days of receiving the invoice (unless otherwise agreed to in the Scope of Work), and other charges or sums due hereunder or under the terms and conditions stated on the Invoice. Any such sums not paid when due shall bear interest at the rate of one and a half percent (1.5%) per month, compounded, until such sums and interest are paid in full. Customer shall pay all costs of collections and legal expenses, including but not limited to attorney’s fees and court costs, incurred by Company to collect any outstanding amounts owed. Any dispute as to the amount of the invoice shall be claimed in writing within 30 days from date of invoice. Customer may not offset payment of invoices under any circumstances without the prior written consent of Company.
  • A minimum monthly charge may be assessed to Customer as provided in the Scope of Work.
  • All charges will be paid via ACH or WIRE….charges billed via credit card will incur a 3.5% processing fee
  • WAREHOUSEMAN’S LIEN

Company 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. Company further claims a general warehouse lien for all such charges, advances, and expenses with respect to any other Goods stored by Customer in any other facility owned or operated by Company. In order to protect its lien, Company reserves the right to require advance payment of all charges prior to shipment of Goods. Unless expressly stated otherwise in writing, Company will not subordinate its lien to any lender, financial institution, or any other third party.

  1. LIABILITY AND LIMITATION OF DAMAGES
    1. Company 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 Company to exercise such care in regard to them as a reasonably careful person would exercise under like circumstances. Company is not liable for damages that could not have been avoided by the exercise of such care.
  • Goods are not insured by Company against loss or damage however caused.
  • In the event of loss or damage to the Goods for which Company is legally liable, Customer declares that Company’s liability for damages are limited to $5.00 PER CUSTOMARY FREIGHT UNIT or $0.50 PER POUND, WHICHEVER IS LESS, and in no instance shall any one claim exceed the limit of Company’s liability insurance, provided, however, that such liability may at the time of acceptance of this Contract be increased upon Customer’s written request on part or all of the GOODS hereunder in which event an additional monthly charge will be made based on such increased valuation.
  • The limitation of liability referred to in Section IX(C) above shall be Customer’s exclusive remedy against Company 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 Customer proves by affirmative evidence that Company converted the Goods to its own use. Any presumption of conversion imposed by law shall not apply.
  • Where loss or damage occurs to tendered, stored, or handled Goods, for which Company is not liable, Customer 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.
  • With respect to any claim arising from or related to this Contract, or otherwise arising from the relationship of the parties, in no event will Company 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 Company had notice of the possibility of such damages.
  • Customer agrees to a shrinkage/damage allowance each year during the term of this Contract of 0.5% of the average daily value of the Goods stored for which, in the case of loss or damage to Goods, however caused, Company will not be liable.
  • LIABILITY FOR MIS-SHIPMENTS AND CHARGEBACKS
    • If Company negligently mis-ships Goods, Company shall pay the reasonable transportation charges incurred to return the mis-shipped Goods to the Facility. If the consignee fails to return the Goods, Company’s maximum liability shall be for the lost or damaged Goods as specified in Section IX(C) above, and Company shall have no liability for damages due to the consignee’s acceptance or use of the Goods whether such Goods be those of the Customer or another.
  • Company shall not be responsible for chargebacks of any kind.
  • Any and all claims made pursuant to this Section must be in compliance with the requirements set forth in Section XVI.
  • LIABILITY OF THIRD PARTIES

Customer authorizes Company, at Company’s option, to select and engage third parties to perform any Services under this Contract, including but not limited to carriers, trucking companies, forwarders, packers, and others, all of whom shall be considered agents of the Customer. Customer’s Goods may be entrusted to such agencies subject to all limitations of liability for loss, damage, expense or delay and to all rules, regulations, requirements, and conditions of those agencies. Company shall under no circumstances be liable for any loss, damage, expense or delay to the Goods for any reason whatsoever when said Goods are in the custody, possession or control of third parties selected by the Company to perform such Services.

  • MYSTERIOUS DISAPPEARANCE

Company shall be liable for loss of Goods due to inventory shortage or unexplained or mysterious disappearance of Goods only if Customer establishes such loss occurred because of Company’s failure to exercise the care required of Company under Section IX above. Any presumption of conversion imposed by law shall not apply to such loss and a claim by Customer of conversion must be established by affirmative evidence that the Company converted the Goods to the Company’s own use.

  • FORCE MAJEURE

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 Customer’s obligation to pay for services rendered by Company, 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 party (“Force Majeure”). 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 Company to continue to protect the Goods, Customer agrees to pay the storage or similar charges associated with Company’s obligation during the continuance of the Force Majeure. All Goods are stored, handled, and transported at Customer’s sole risk of loss, damage, or delay caused by any of the above.

  • RECALL

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, Customer shall immediately notify Company in writing. Company will not act to initiate a Recall without the express prior written approval of Customer unless otherwise required by applicable laws. The cost of any Recall shall be borne by Customer. Customer shall indemnify and hold harmless Company from all loss, cost, penalty, and expense (including reasonable attorneys’ fees) which Company pays or incurs as a result of a Recall.

  • Indemnification
    • Customer shall hold harmless and fully indemnify Company, its officers, directors, shareholders, agents, and employees, from and against any third-party claims, costs, damages, losses or liability (including attorney’s fees) arising out of or suffered in connection with (i) any contract or arrangement entered into by Company on behalf of Customer; (ii) any duty, tax, tariff or other assessment imposed or levied on Company by any governmental authorities or by any authority of proper jurisdiction due to Customer or the Services; (iii) any payments, fines, expenses, loss or damage incurred or sustained by Company due to Customer or the Services; (iv) handling or storing of Customer’s Dangerous Goods; (v) any breach by Customer of any term of this Contract; or (vi) a fire, spill, or any other release involving Customer’s hazardous goods including the cost of implementing Customer’s response plan, removal, and disposal of damaged hazardous goods, debris, and contaminated material, and environmental clean-up, restoration, and site remediation. Customer assumes the burden of proving that there is no tangible relation between its hazardous goods and the site contamination requiring such clean up and restoration.
  • Company shall provide prompt notice of any claim or liability, shall tender defense or settlement to Customer, and shall fully cooperate in defense of the claim. Should Customer fail to honor a timely request for indemnification, then Company shall be entitled to all costs (including reasonable attorney’s fees) incurred in the enforcement of the right of indemnification hereunder, which enforcement results in a legal judgment in its favor or an acknowledgment by Customer that the claimed indemnification is valid in a settlement of such claim.
  • NOTICE OF CLAIM AND FILING OF SUIT
    • Claims by Customer and all other persons must be presented in writing to Company within a reasonable time, and in no event longer than either: (i) sixty (60) days after delivery of the Goods by Company, or (ii) sixty (60) days after Customer of record or the last known holder of a negotiable warehouse receipt with respect to the Goods is notified that loss or injury to part or all of the Goods has occurred, whichever time is shorter. Notice may be given electronically to [email protected]. Company will provide a claim form if requested.
  • No action may be maintained by Customer or others against Company for loss or injury to the Goods stored unless timely written claim has been given as provided by paragraph (a) of this Section and unless such action is commenced either: (i) within nine (9) months after date of delivery by Company, or (ii) within nine (9) months after Customer or the last known holder of a negotiable warehouse receipt with respect to the Goods is notified that loss or injury to part or all of the Goods has occurred, whichever time is shorter.
  • When Goods have not been delivered, notice may be given of known loss or injury to the Goods by any form of electronic written notice to Customer or to the last known holder of the negotiable warehouse receipt. Time limitations for presentation of a claim in writing and maintaining of action after notice begin on the date of the mailing of such notice by Company.
  • INDEPENDENT CONTRACTOR

It is hereby agreed and understood that Company is entering into this Contract as an independent contractor and that all of Company’s personnel engaged in work to be done under the terms of this Contract are to be considered as employees of Company and under no circumstances shall they be construed or considered to be employees of Customer. Company shall supervise the performance of its own employees in providing services for Customer and shall have control over the manner and means by which its services are performed, subject to the terms of this Contract as well as any written and mutually agreed upon amendments thereto. Nothing in this Contract will be interpreted as creating any relationship of principal and agent, partnership or joint venture between the parties. Neither Customer nor Company will represent in any manner to any third party that Company is an agent of, or affiliated with, Customer in any capacity other than as an independent contractor, and nothing in this Contract shall be construed to be inconsistent with such status.

  • MISCELLANEOUS
    • Governing Law. The validity, construction and performance of this Contract and the transactions and services to which it relates shall be governed by the laws of the State of Georgia. The parties hereto irrevocably agree to the exclusive jurisdiction of the state or federal courts in Atlanta, Georgia.
  • Severability.   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.
  • Waiver.   Company’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.
  • Successor and Assigns.  The provisions of this Contract shall be binding upon the heirs, executors, successors and assigns of both Customer and Company; contain the sole agreement governing Goods tendered to the Company; and, cannot be modified except by a writing signed by Company and Customer. Customer 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 Company.
  • Warehouse Receipts.   Warehouse receipts may be issued for Goods received in storage and the provisions of the warehouse receipt shall apply, provided any inconsistency between the terms of the receipt and this Contract shall be governed by this Contract.
  • Entire Agreement.   This Contract and Exhibits constitute the entire understanding between Customer and Company, and no working arrangement, instructions, or operating manuals intended to facilitate the effective carrying out of this Contract shall in any way affect the liabilities of either party as set forth herein.
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