Storage Agreement

Storage Agreement

Storage Agreement made on the day of , 20 , between

, a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Warehouseman, and

, a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Depositor.

For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows:

I. Rates for Handling and Storing. Depositor hereby engages Warehouseman to perform, and Warehouseman agrees to the storage and handling of the following merchandise, hereinafter called the Goods, at the following rates, as required by Depositor in the course of its business during the term of this Agreement:

Goods     Type of Container     Size     Gross Weight     Storage Rate Per Month     Handling In & Out Rate

$ $

$ $

$ $

$ $

II. Term of Agreement. This Agreement shall commence on , and end on .

III. Storage of Goods.

A. All charges for storage are per per month.

IV. Handling of Goods

A. The handling rates set forth in Section I cover the ordinary labor involved in receiving Goods at the warehouse door, placing Goods in storage, and returning Goods to the warehouse door. Handling charges are due and payable on receipt of Goods.

B. Unless otherwise agreed, the following services shall be subject to an additional charge:

1. Labor for unloading and loading Goods;

2. Receipt and handling of damaged Goods;

3. Unloading from or loading into cars or other vehicles not at the warehouse door;

4. Labor and materials used in loading rail cars or other vehicles; and/or

5. Handling of Goods ordered out in quantities less than in which received.

C. Warehouseman shall not be liable for demurrage, delays in unloading inbound cars, or delays in obtaining and loading cars for outbound shipment unless Warehouseman has failed to exercise reasonable care.

V. Special Services. Special services, including but not limited to the following, shall be provided by Warehouseman to Depositor subject to additional charge:

A. Warehouse labor required for services other than ordinary handling and storage.

B. Receipt or delivery of Goods, by prior arrangement, in other than usual business hours.

C. Provision of dunnage, bracing, packing materials, or other special supplies.

D. Communication services, including postage, fax, teletype, telegram, or telephone, if the services concern more than normal inventory reporting or if, at the request of Depositor, communications are made by other than regular United States mail.

E. Compiling of special stock statements.

F. Reporting marked weights, serial numbers, or other data from packages.

G. Physical check of Goods.

H. Handling transit billing.

VI. Minimum Charges. Minimum charges shall be assessed as follows:

A. A minimum storage charge per month.

B. A minimum handling charge per lot.

C. A minimum monthly charge for each account if Depositor has several accounts, each requiring separate records and billing.

D. A minimum charge per mark, brand, or variety, when a warehouse receipt covers more than one lot or when a lot is in assortment.

VII. Bonded Storage. Storage of merchandise in bond shall be subject to a charge in addition to regular rates.

VIII. Shipping of Goods. Depositor agrees not to ship Goods to Warehouseman as the named consignee. If, in violation of this Agreement, Goods are shipped to Warehouseman as named consignee, Depositor shall notify the carrier of Goods in writing prior to the shipment, with a copy of the notice sent to Warehouseman, that Warehouseman is a Warehouseman and has no beneficial title or interest in Goods. Further, Depositor shall indemnify Warehouseman against any and all claims for unpaid transportation charges, including under charges, demurrage, detention charges, or charges of any other nature, in connection with Goods so shipped. If Depositor fails to notify the carrier in accordance with this provision, Warehouseman shall have the right to refuse Goods and shall not be liable or responsible for any loss, injury, or damage to Goods.

IX. Tender for Storage. All Goods for storage shall be delivered at Warehouseman's warehouse at , properly marked and packaged for handling. Depositor shall furnish at or prior to such delivery a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired.

X. Refusal of Goods. Warehouseman may refuse to accept Goods tendered for storage or other services that do not conform to the description contained in this Agreement. If Warehouseman accepts such Goods, Depositor agrees to rates and charges as may be assessed and invoiced by Warehouseman as well as to all terms of this Agreement.

XI. Moving of Goods.

A. Warehouseman reserves the right to move, at Warehouseman's expense, days after notice sent by certified mail, return receipt requested, to Depositor or to the last known holder of a negotiable warehouse receipt covering such Goods, any Goods in storage from the warehouse in which they may be stored to any other of Warehouseman's warehouses. If, however, Depositor or holder takes delivery of the Goods in lieu of transfer, no storage charge shall be made for the current storage month.

B. Warehouseman may, without notice, move Goods within the warehouse in which they are stored.

XII. Termination of Storage

A. On written notice to Depositor and to any other person known by Warehouseman to claim an interest in Goods, Warehouseman may require the removal of any Goods by the end of the next succeeding storage month. Notice shall be given to the last known place of business or residence of the person to be notified. If Goods are not removed before the end of the next succeeding storage month, Warehouseman may sell them in accordance with applicable law.

B. If Warehouseman, in good faith, believes that Goods are about to deteriorate or decline in value to less than the amount of Warehouseman's lien before the end of the next succeeding storage month, Warehouseman may specify in the notification any reasonable shorter time for removal of Goods. If Goods are not so removed, Warehouseman may sell Goods at public sale held days after advertisement or posting as is required by law.

C. If, as a result of a quality or condition of Goods of which Warehouseman had no notice at the time of deposit, Goods are a hazard to other property, to the warehouse in which Goods are stored, or to any person, Warehouseman may sell Goods at public or private sale without advertisement on reasonable notification to all persons known to claim an interest in Goods. If Warehouseman, after a reasonable effort, is unable to sell Goods, Warehouseman may dispose of Goods in any lawful manner and shall incur no liability by reason of such disposition.

XIII. Transfer by Depositor. Instructions by Depositor to Warehouseman to transfer Goods on the books of Warehouseman are not effective until delivered to and accepted by Warehouseman, and all charges up to the time transfer is made are chargeable to Depositor. If a transfer involves re-handling Goods, such re-handling shall be subject to a charge.

XIV. Delivery of Goods.

A. Goods shall be delivered or transferred only on receipt by Warehouseman of complete instructions properly signed by Depositor. When no negotiable warehouse receipt is outstanding, Goods may also be delivered on instructions over the telephone in accordance with a prior written authorization, but Warehouseman shall not be responsible for loss or error occasioned by such delivery.

B. When Goods are ordered out, a reasonable time shall be given Warehouseman to carry out instructions. If Warehouseman is unable because of acts of God, war, public enemies, seizure under legal process, strikes, lockouts, riots, or any other reason beyond Warehouseman's control, because of loss or destruction of Goods for which Warehouseman is not liable, or because of any other excuse provided by law, Warehouseman shall not be liable for failure to carry out such instructions, and Goods remaining in storage shall continue to be subject to regular storage charges.

C. If a negotiable warehouse receipt has been issued, no Goods covered by that receipt shall be delivered, or transferred on the books of Warehouseman, unless the receipt, properly endorsed, is surrendered for cancellation or for endorsement of partial delivery. If a negotiable receipt is lost or destroyed, delivery of Goods may be made only on order of a court of competent jurisdiction and the posting of security approved by the court.

XV. Liability of Warehouseman.

A. WAREHOUSEMAN SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY TO GOODS HOWEVER CAUSED UNLESS THE LOSS OR INJURY RESULTS FROM FAILURE BY WAREHOUSEMAN TO EXERCISE SUCH CARE IN REGARD TO GOODS AS A REASONABLY CAREFUL PERSON WOULD EXERCISE UNDER LIKE CIRCUMSTANCES, AND WAREHOUSEMAN IS NOT LIABLE FOR DAMAGES THAT COULD NOT HAVE BEEN AVOIDED BY THE EXERCISE OF SUCH CARE.

B. GOODS ARE NOT INSURED BY WAREHOUSEMAN AGAINST LOSS OR INJURY HOWEVER CAUSED.

C. DEPOSITOR DECLARES THAT DAMAGES ARE LIMITED TO $ .

XVI. Notice of Claim and Filing of Suit.

A. Claims by Depositor and all other persons must be presented in writing to Warehouseman within a reasonable time, and in no event later than either days after delivery of Goods by Warehouseman or days after Depositor or the last known holder of a negotiable warehouse receipt issued for Goods is notified by Warehouseman that loss or injury to all or any part of Goods has occurred, whichever time is shorter.

B. No action may be maintained by Depositor or others against Warehouseman for loss or injury to Goods unless timely written claim has been given as provided in Paragraph A of this Section and unless such action is commenced either within months after the date of delivery by Warehouseman or within months after Depositor or the last known holder of a negotiable warehouse receipt is notified that loss or injury to all or any part of Goods has occurred, whichever time is shorter.

C. When Goods have not been delivered, notice may be given of known loss or injury to Goods by mailing of a letter by certified mail to Depositor or to the last known holder of a negotiable warehouse receipt issued for Goods.

XVII. Cancellation of Agreement. This Agreement may be canceled by either Warehouseman or Depositor on days' written notice and is canceled if no storage or other services are performed under this Agreement for a period of consecutive days.

XVIII. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

XIX. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

XX. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

XXI. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XXII. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

XXIII. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.