Warehouse Services Agreement

WAREHOUSE SERVICES AGREEMENT

This Warehouse Services Agreement ("Agreement") is made and entered into as of Effective Date: by and between Warehouse Operator: and Client: .

WHEREAS

WHEREAS, Operator operates warehouse and logistics facilities located at (the "Facility"), and is engaged in the business of providing storage, handling and related services; and

WHEREAS, Client desires to engage Operator to provide warehouse services for the goods described as , subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Operator shall provide warehousing, storage, handling, inventory control, and related services as described below and in any attachment or schedule executed by the parties. Services shall be provided in a commercially reasonable manner in accordance with standard warehouse practices.

2. PAYMENT TERMS

Client shall pay Operator for services rendered in accordance with the rates and schedule set forth below. Charges are exclusive of taxes, duties, and fees imposed by any governmental authority, which shall be paid by Client.

All amounts unpaid when due shall accrue interest at the lesser of the maximum rate permitted by applicable law or the rate stated above. Client shall also reimburse Operator for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

3. TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the proposed termination date. Either party may terminate immediately for cause upon written notice if the other party breaches any material obligation and fails to cure such breach within thirty (30) days after receipt of written notice.

Upon termination, Client shall pay Operator for all services performed and costs incurred through the effective date of termination, including reasonable wind‑down charges and any amounts due for storage or handling of goods remaining at the Facility.

4. CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means nonpublic business, technical, financial, operational, and other information identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (a) keep confidential such Confidential Information, (b) use it solely for performance of this Agreement, and (c) not disclose it to any third party except to employees, agents, and contractors who need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is independently developed without use of the other party's Confidential Information, is or becomes publicly available other than through breach of this Agreement, or is rightfully received from a third party without restriction.

5. INSURANCE

Operator shall maintain, at its expense, commercial general liability insurance with limits not less than per occurrence and warehouse legal liability or cargo liability coverage for stored goods with limits not less than . Client shall maintain insurance for the full value of its goods while in storage unless otherwise agreed in writing. Certificates evidencing such insurance shall be provided upon reasonable request.

6. LIABILITY, RISK OF LOSS AND INDEMNIFICATION

Except as expressly provided in this Agreement, Operator shall not be liable for loss of or damage to Client's goods except for loss or damage caused by Operator's gross negligence or willful misconduct. Client assumes all risk of loss or damage to goods while in storage except to the extent caused by Operator's gross negligence or willful misconduct. Operator's liability for loss or damage to goods shall be limited to the lesser of: (a) the replacement cost of the lost or damaged goods, (b) Client's documented invoice value for the lost or damaged goods, or (c) the amount recovered under Operator's cargo or warehouse liability insurance. Neither party shall be liable for indirect, incidental, consequential, punitive, or special damages.

Client shall indemnify, defend and hold harmless Operator and its affiliates from and against any third‑party claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's negligence, the nature or condition of the goods (including hazardous materials), or Client's failure to comply with applicable laws and regulations.

7. ACCESS, SECURITY AND INSPECTION

Client's authorized representatives shall have reasonable access to the Facility during Operator's normal business hours for purposes of inspection and removal of goods, provided that such access shall be subject to Operator's security procedures and safety rules. Operator may charge a reasonable fee for after‑hours access or extraordinary access requests.

8. HAZARDOUS MATERIALS

Client warrants that no goods delivered to Operator are hazardous, toxic, flammable, explosive, or otherwise dangerous, except as disclosed in writing and accepted in writing by Operator. Client shall provide Material Safety Data Sheets and written instructions for handling and storage of any such materials and shall be responsible for all costs, losses and damages arising from the presence of undisclosed hazardous materials.

9. FORCE MAJEURE

Neither party shall be liable for failure or delay in the performance of its obligations hereunder (other than payment obligations) to the extent caused by acts of God, strikes, lockouts, labor disputes, civil unrest, pandemics, governmental actions, fires, floods, storms, acts of war, or other events beyond the reasonable control of such party. The party affected by a force majeure event shall promptly notify the other party and shall use commercially reasonable efforts to resume performance.

10. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice. Notices shall be deemed given upon delivery by hand, two business days after deposit with a nationally recognized courier, or three business days after deposit in the mail.

11. GOVERNING LAW

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 state and federal courts located in that state for resolution of disputes.

12. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No modification, amendment or waiver shall be effective unless in writing and signed by both parties.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

14. RECORDS AND AUDIT

Operator shall maintain records relating to Client's goods and services performed under this Agreement for a period of not less than three (3) years following the date of performance. Client shall have the right, upon reasonable notice and during normal business hours, to audit such records to verify charges and performance, provided that such audits are conducted in a manner that does not unreasonably interfere with Operator's business.

MISCELLANEOUS

The parties acknowledge that the terms herein allocate the risks between them, and that Operator's performance is subject to its reasonable operational constraints. Headings are for convenience only and shall not affect interpretation.

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