Warehouse Carton Agreement

WAREHOUSE CARTON AGREEMENT

Effective Date:

RECITALS

WHEREAS, Warehouse Operator is engaged in the business of receiving, storing, handling and shipping cartons and related goods at its facility; and

WHEREAS, Client requires storage and handling services for cartons of goods and desires to engage Warehouse Operator under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the handling, storage, and disposition of Client's cartons.

SCOPE OF WORK

Warehouse Operator shall perform storage, handling and related services for Client's cartons in accordance with the terms of this Agreement. Services include but are not limited to receipt, inspection, palletization, labeling, inventory management and outbound shipments as requested by Client.

PAYMENT TERMS

Client shall pay Warehouse Operator for services rendered under this Agreement in accordance with the following rates, schedule and procedures.

All invoiced amounts are payable in lawful currency and shall be due net in accordance with the Payment Schedule. Warehouse Operator may suspend services and impose storage holds for any account past due beyond the agreed terms.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party after providing written notice and a cure period of thirty (30) days unless otherwise agreed in writing. Termination does not relieve Client of payment obligations for services rendered prior to termination.

CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose to any third party any non-public information relating to the other party's business, customers, pricing, inventory data or operations disclosed in connection with this Agreement. Confidentiality obligations shall survive termination for a period of years, except where longer protection is required by law.

INSURANCE, LIABILITY AND INDEMNITY

Warehouse Operator shall maintain insurance customary for warehouse operators including general liability and property insurance. Client shall maintain insurance covering the full value of stored cartons and goods. Client shall notify Warehouse Operator of insurance carrier and policy limits.

Except to the extent caused by Warehouse Operator's gross negligence or willful misconduct, Warehouse Operator's liability for loss or damage to cartons shall be limited to the lesser of (a) the actual invoice value of the lost or damaged goods as substantiated by Client within sixty (60) days of loss, or (b) $100 per carton or applicable statutory limit where higher. Client indemnifies and holds Warehouse Operator harmless from claims arising from Client's goods, including hazardous materials, improper labeling, or failure to disclose product hazards.

HAZARDOUS MATERIALS, DAMAGE AND DISPOSAL

Client represents that no stored cartons contain hazardous, perishable or restricted materials unless disclosed and accepted in writing by Warehouse Operator. If hazardous, contaminated or infested cartons are identified, Warehouse Operator may quarantine, decontaminate or dispose of such items at Client's expense and Client shall reimburse all costs within thirty (30) days of invoicing.

If cartons are abandoned or unclaimed after notice and reasonable opportunity for Client to retrieve, Warehouse Operator may auction or dispose of the goods in accordance with applicable law and recover any outstanding charges and costs from proceeds.

INSPECTION AND RECORDS

Client or its authorized representative may inspect stored cartons during Warehouse Operator's regular business hours upon reasonable prior notice. Warehouse Operator shall maintain records of receipts and shipments for a period of years.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including but not limited to acts of God, fire, flood, war, strikes, pandemic, governmental orders, or utility failures. The excused party shall provide prompt notice and use commercially reasonable efforts to resume performance.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

This Agreement, including any exhibits and schedules executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior oral or written agreements, representations and understandings. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Warehouse Operator may assign to a successor in connection with a sale of its business.

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