Fill and Sign the Agreement Warehouseman 497329078 Form

Warehousing and Distribution Agreement between Warehouseman and Depositor Warehousing and Distribution Agreement (this Agreement) made this the       day of       , 20       , between       , (Name of Warehouseman) a corporation organized under the laws of       , having its (Name of State) principal office at       , referred to herein as (Street Address, City, County, State, Zip Code) Warehouseman, and       , of       , (Name of Depositor) (Street Address)       , referred to herein as the Client. (City, County, State, Zip Code) I. Term and Termination. The term of this Agreement shall commence n       and end       . However, if neither Party has (Date of term commencement) (Date of end of term) given to the other Party notice of termination at least       days before (Number)       , then the term shall continue subject to a       % rate (Date of end of term) adjustment until the Parties mutually agree to an extension to this Agreement, including rate adjustments, or until either Party terminates this Agreement. Either Party has the right to terminate this Agreement, without liability, upon       days' prior written (Number) notice to the other Party. II. Services. During the term of this Agreement, Warehouseman agrees to provide distribution and warehousing services for the Client at the Warehouseman’s facility located at       . In providing such services, (Street Address, City, County, State, Zip Code) Warehouseman will be considered a Warehouseman as described in Article 7 of the Uniform Commercial Code (“UCC”), and is entitled to all rights and subjects to all obligations described in Article 7. Warehouseman shall have the sole discretion to select the area within such facility to store Client's merchandise (the Goods ) and may, without notice, move the Goods within the facility or to another facility controlled by Warehouseman. III. Description of Goods; Lien. Client represents and warrants to Warehouseman that the Goods shall consist of only       , and that there are no potential (Type of Goods) Warehousing and Distribution Agreement between Warehouseman and Depositor Page 1 of 4 health, safety or environmental hazardous associated with the storage and handling of the Goods tendered to Warehouseman under this Agreement. All Goods shall be delivered to Warehouseman by Client properly marked and packaged for handling. Warehouseman may, at its sole discretion, reject any shipment of Goods that it deems to be improperly marked, packaged or contains any hazardous material (unless specifically agreed to by Warehouseman). Client agrees and acknowledges that Warehouseman shall maintain a Warehouseman's lien under the UCC for all Goods in Warehouseman's possession, regardless of whether a specific receipt is issued by Warehouseman, to cover all charges set forth in this Agreement. If Warehouseman is required to exercise its lien, Client shall be responsible for all necessary and reasonable costs incurred by Warehouseman including, but not limited to, reasonable attorneys' fees. IV. Limitation of Liability. Warehouseman limits its damage liability to the lesser of the actual product value (manufacturer's cost of the Goods) or       times the monthly (Number) storage rate per unit, for any damage, however caused, including damages caused by the negligence of Warehouseman's employees. Client declares that the Goods at this Warehouseman’s facility will throughout the term of this Agreement have a value of $       (the Manufacturer's cost) or less on any single day, with a maximum of pallets at any one time. Warehouseman shall not be liable for any loss or damage to the Goods unless the loss or damage resulted from the failure of Warehouseman to exercise such care in regard to them as a reasonably careful person would exercise under like circumstances. Warehouseman shall not be liable for any such loss or damage that could not have been avoided by the exercise of such care. V. Insurance. At its sole expense, Client shall maintain in full force and affect the following types and amounts of insurance, or Client shall elect to self-insure any portion of such insurance: A. All-risk property damage insurance insuring the Goods in an amount not less than the actual replacement cost of the Goods, subject to any commercially reasonable deductible amounts as determined solely by Client; and B. Cargo insurance on an all-risk basis for any and all transportation exposures, whether related to an owned vehicle or a third-party contract or common carrier, in an amount not less than the actual replacement value, subject to any commercially reasonable deductible amounts as determined solely by Client. Upon Warehouseman's request, Client shall provide Warehouseman a certificate of insurance showing that such insurance coverage has been obtained by Client. Furthermore, Client agrees to indemnify and hold harmless Warehouseman and related companies against loss of any kind except as provided under Warehouseman's legal liability coverage. Warehousing and Distribution Agreement between Warehouseman and Depositor Page 2 of 4 VI. Force Majeure. Neither Party shall be liable to the other for failure to perform its obligations under this Agreement if prevented from doing so because of an act of God, fire, flood, war, civil disturbance, interference by civil or military authority, or other cause beyond the control of the Party. VII. Confidentiality. Client and Warehouseman agree to maintain confidentiality of information contained in or related to this Agreement. VIII. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. IX. Rates and Charges. Client agrees to pay Warehouseman the rates and charges set forth in the Schedule attached hereto as Exhibit A , and made a part thereof. All payments shall be made       days after Client receives Warehouseman's invoice. Payments not (Number) received within       days from receipt of invoice shall constitute default and shall (Number) bear interest at the rate of       % per month until paid, together with any and all collection costs incurred by Warehouseman, including reasonable attorneys' fees. X. Storage. Warehouseman will provide storage of pallets of       (Type of Goods) that can be stacked       feet high while in storage. (Number) XI. In-Month Storage. Storage per box billable upon receipt shall be $       per pallet per month or part of a month. XII. Recurring Storage. Storage for all boxes in storage on the first of each calendar month shall be $       per pallet per month or part of a month. XIII. Handling In and Out Services. A. Handling In. Handling in pallets and handling to a point of rest within Warehouseman shall be $       per pallet. B. Handling Out. Handling out pallets from Warehouseman for withdrawal from storage shall be $       per pallet. C. Handling in and out shall be invoiced at the time of receipt. XIV. Transportation Services. Transportation Services shall involve picking up sea container and chassis at Port of       and deliver to (Name of port) Warehousing and Distribution Agreement between Warehouseman and Depositor Page 3 of 4       at       , (Name of Warehouseman) (Street Address, City, County, State, Zip Code) plus fuel surcharge, then return empty to Port of       : (Name) $       per roundtrip. XV. Minimum Service Charge. Should the storage and handling service charges in a calendar month not total at least $       , the difference between what was invoiced and $       will be invoiced. WITNESS our signatures as of the day and date first above stated.       (Name of Warehouseman) By: By: (Signature) (Signature of Depositor)             (Name and Office in Corporation) (Printed Name of Depositor) Attach Exhibit Warehousing and Distribution Agreement between Warehouseman and Depositor Page 4 of 4