WAREHOUSE RECEIPT TERMS AND CONDITIONS

DEFINITIONS:
The terms "the warehouseman," "the warehouse company" and "company" mean MAINFREIGHT, INC., its subsidiaries, be liable for failure to carry out such instructions and goods remaining in storage will continue to be subject to
related companies, servants agents and/or representatives. The term "depositor" means the shipper, consignee, owner of regular storage charges.
the goods or its agents, including, but not limited to, motor carriers, motor freight brokers and draymen and/or any entity EXTRA SERVICES/SPECIAL SERVICES - Sec. 8
that places or maintains a chassis/trailer pool at the warehouseman’s facility identified in this warehouse receipt. The (a) Warehouse labor required for services other than ordinary handling and storage will be charged to the
term “equipment” means any chassis, container, trailer, or tractor. The term “goods” means the merchandise, cargo or depositor.
freight tendered for storage by the depositor and identified on the face of this warehouse receipt. The term "yard storage" (b) Special services requested by depositor including, but not limited to, compiling of special stock statements,
means the placement of containers or trailers, with or without tractors, empty or loaded with merchandise, secured or reporting marked weights, serial numbers or other data from packages, physical checking of goods, and
unsecured, in the yard of the warehouseman for the benefit of the depositor and/or the depositor’s goods. handling transit billing will be subject to a charge.
ACCEPTANCE - Sec. 1 (c) Damage, bracing, packing materials or other special supplies may be provided to the depositor at a charge
(a) This contract and rate quotation, including accessorial charges endorsed on or attached hereto, is effective upon in addition to the warehouseman’s cost.
receipt of goods by warehouse company into its warehouse facility or upon written acceptance by depositor, whichever (d) By prior arrangement, goods may be received or delivered other than during usual business hours, subject
occurs first. to a charge.
(b) In the event that goods tendered for storage or other services do not conform to the description contained herein, or (e) Communication expenses, including postage, teletype, telegram, or telephone will be charged to the
conforming goods are tendered after 30 days from the inception date without prior written acceptance by the depositor as depositor if such expenses concern more than normal inventory reporting or if, at the request of the depositor,
provided in sub-paragraph (a) of this section, the warehouseman may refuse to accept such goods. If the warehouseman communications are made by other than regular United States mail.
accepts such goods, the depositor agrees to rates and charges as may be assigned and invoiced by the warehouseman BONDED STORAGE - Sec. 9
and to all terms of this contract. (a) A charge in addition to regular rates will be made for merchandise in bond.
(c) This contract may be canceled by either party upon 30 days' written notice and is canceled if no storage or other (b) Where a warehouse receipt covers goods in U.S. Customs bond, such receipt shall be void upon the
services are performed under this contract for a period of 90 days. termination of the storage period fixed by law.
SHIPPING - Sec. 2 MINIMUM CHARGES - Sec. 10
The depositor shall not designate the warehouseman to be the consignee for any goods under any bill of lading, waybill, (a) A minimum handling charge per lot and a minimum storage charge per lot per month will be made. When a
air waybill, or any other transportation contract. If, in violation of this agreement, goods are shipped to the warehouseman warehouse receipt covers more than one lot or when a lot is in assortment, a minimum charge per mark,
as named consignee, the depositor agrees to notify carrier in writing prior to such shipment, with copy of such notice to brand, or variety will be made.
the warehouseman, that warehouseman named as consignee is a warehouseman and has no beneficial title or interest in (b) A minimum monthly charge to one account for storage and/or handling will be made. This charge will apply
such goods and the depositor further agrees to indemnify and hold harmless the warehouseman from any and all claims also to each account when one customer has several accounts, each requiring separate records and billing.
for unpaid transportation charges, including undercharges, demurrage, detention or charges of any nature, in connection
with goods so shipped. The depositor further agrees that if it fails to notify carrier as required by the preceding sentence, LIABILITY AND LIMITATION OF DAMAGES - Sec. 11
the warehouseman shall have the right to refuse such goods and shall not be liable or responsible for any loss, injury or (a) the warehouseman shall not be liable for any loss or injury to goods stored, however caused, unless such
damage of any nature to, or related to, such goods. loss or injury resulted from the failure by the warehouseman to exercise reasonable care and the
TENDER FOR STORAGE - Sec. 3 warehouseman is not liable for damages that could not have been avoided by the exercise of such care.
All goods for storage shall be delivered at the warehouse properly marked and packaged for handling. At the time of such (b) goods are not insured by the warehouseman against loss or injury, however caused.
delivery, or prior thereto, the depositor shall furnish to the warehouseman a manifest showing marks, brands, or sizes to (c) the depositor declares that damages are limited to $.50 per lb. for all services provided or arranged,
be kept and accounted for separately, and the class of storage and other services desired. provided, however, that such liability may at the time of acceptance of this contract, as provided in section 1,
STORAGE PERIOD AND CHARGES - Sec. 4 be increased upon depositor’s written request on part or all of the goods hereunder in which event an
(a) All charges for storage are per package or other agreed unit, per month. additional monthly charge will be made based upon such increased valuation.
(b) Storage charges commence upon the date that warehouseman accepts care, custody and control of the goods, (d) where loss or injury occurs to stored goods, for which the warehouseman is not liable, the depositor shall
regardless of the unloading date or the date of issue of a warehouse receipt. be responsible for the cost of removing and disposing of such goods and the cost of any environmental clean-
(c) Except as provided in sub-paragraph (d) of this section, a full month’s storage charge will apply on all goods received up and site remediation resulting from the loss or injury to the goods.
between the first and the fifteenth, inclusive, of a calendar month; one-half month’s storage charge will apply on all goods
received between the sixteenth and the last day, inclusive, of a calendar month, and a full month’s storage charge will ARBITRATION - Sec. 12
apply to all goods in storage on the first day of the next and succeeding calendar months. All storage charges are due (a) The warehouseman and depositor, on behalf of itself and its heirs, assigns, and/or subrogees, agree that
and payable on the first day of storage for the initial month and thereafter on the first day of the calendar month. any dispute arising under this Warehouse Receipt shall be submitted to the American Arbitration Association,
(d) When mutually agreed by the warehouseman and the depositor, a storage month shall extend from a date in one under its Commercial Arbitration rules then in force, or the Transportation ADR Council, Inc. The parties agree
calendar month to, but not including, the same date of the next and all succeeding months. All storage charges are due to be bound by the arbitration decision and judgment upon such decision may be entered in any federal or
and payable on the first day of the storage month. state court of competent jurisdiction in the County of Los Angeles. Any arbitration shall be held in the City of
TRANSFER, TERMINATION OF STORAGE, REMOVAL OF GOODS & LIEN BY WAREHOUSEMAN - Sec. 5 Los Angeles and no other place.
(a) Instructions to transfer goods to the warehouseman are not effective until delivered to and accepted by the (b) The depositor expressly agrees that the time for commencement of such arbitration proceedings by the
warehouseman, and all charges up to the time transfer is made are chargeable to the depositor of record. If a transfer depositor against the warehouseman shall be limited to 9 months after date of delivery by the warehouseman
involves rehandling the goods, such rehandling will be subject to a charge. When goods in storage are transferred from or within 9 months after the depositor of record or the last known holder of a negotiable warehouse receipt is
one party to another through issuance of a new warehouse receipt, a new storage date is established on the date of notified that loss or injury to part or all of the goods has occurred, whichever time is shorter—all proceedings
transfer. commenced thereafter being time-barred, however founded.
(b) The warehouseman reserves the right to move, at his expense, fourteen days after notice is sent by certified or NOTICE OF CLAIM AND COMMENCEMENT OF ARBITRATION - Sec. 13
registered mail to the depositor of record or to the last known holder of the negotiable warehouse receipt, any goods in (a) Claims by the depositor and all other persons must be presented in writing to the warehouseman within a
storage from the warehouse in which they may be stored to any other of his warehouses. But if such depositor or holder reasonable time, and in no event longer than either 60 days after delivery of the goods by the warehouseman
takes delivery of his goods in lieu of transfer, no storage charge shall be made for the current storage month. The or 60 days after the depositor of record or the last known holder of a negotiable warehouse receipt is notified
warehouseman will store the goods at, and may without notice move the goods within and between, any one or more of by the warehouseman that loss or injury to part or all of the goods has occurred, whichever time is shorter.
the warehouse buildings that comprise the warehouse complex identified on the front of this warehouse receipt. (b) Neither the depositor nor any other person may commence an arbitration against the warehouseman for
(c) The warehouseman may, upon written notice to the depositor of record and any other person known by the loss or injury to the goods stored unless timely written claim has been given as provided in sub-paragraph (a)
warehouseman to claim an interest in the goods, require the removal of any goods by the end of the next succeeding of this section.
storage month. Such notice shall be given to the last known place of business or residence of the person to be notified. If (c) When goods have not been delivered, notice may be given of known loss or injury to the goods by mailing
goods are not removed before the end of the next succeeding storage month, the warehouseman may sell them in of a registered or certified letter to the depositor of record or to the last known holder of a negotiable
accordance with applicable law. warehouse receipt. Time limitations for presentation of claim in writing and commencing an arbitration after
(d) If the warehouseman in good faith believes that the goods are about to deteriorate or decline in value to less than the notice begin on the date of mailing of such notice by the warehouseman.
amount of the warehouseman’s then current and otherwise outstanding warehouse or other charges before the end of the NO LIABILITY FOR CONSEQUENTIAL DAMAGES - Sec. 14
next succeeding storage month, the warehouseman may specify in the notification any reasonable shorter time for The warehouseman shall not be liable for any loss of profit or special, indirect, or consequential damages of
removal of the goods and in case the goods are not removed, may sell them at public sale held one week after a single any kind whatsoever.
advertisement or posting as provided by law. LIABILITY FOR MIS-SHIPMENT - Sec. 15
(e) If, as a result of a quality or condition of the goods of which the warehouseman had no notice at the time of deposit or If the warehouseman negligently misships goods, the warehouseman shall pay the reasonable transportation
to which the goods have deteriorated and the goods are a hazard to other property or to the warehouse or to any persons charges incurred to return the mis-shipped goods to the warehouse. If the consignee fails to return the goods,
in the warehouseman’s sole opinion, the warehouseman may sell the goods at public or private sale without the warehouseman’s maximum liability shall be for the lost or damaged goods, as specified in Section 11
advertisement on reasonable notification to all persons known to claim an interest in the goods. If the warehouseman above, and the warehouseman shall have no liability for damages due to the consignee’s acceptance or use of
after a reasonable effort is unable to sell the goods, he may dispose of them in any lawful manner and shall incur no the goods, whether such goods be those of the depositor or another.
liability by reason of such disposition. Pending such disposition, sale, or return of the goods, the warehouseman may MYSTERIOUS DISAPPEARANCE - Sec. 16
remove the goods from the warehouse and shall incur no liability by reason of such removal. The warehouseman shall not be liable for loss of goods due to inventory shortage or unexplained or
(f) The warehouseman claims a lien for all lawful charges for storage and preservation of the goods and/or equipment; mysterious disappearance of goods unless the depositor establishes that such loss occurred because of the
also, for money advanced, interest, insurance, transportation, labor, weighing, coopering and other charges and expenses warehouseman’s failure to exercise the care required of warehouseman under Section 11 above. Any
in relation to such goods, and for the balance on any other accounts that may be due. The warehouseman also claims a presumption of conversion imposed by law shall not apply to such loss and a claim by the depositor of
lien under maritime law, if applicable, the Company's bill of lading, if issued, and the Company's “Terms & Conditions of conversion must be established by affirmative evidence that the warehouseman converted the goods to the
Service,” if applicable. The warehouseman reserves the right to exercise its lien rights under the terms of any applicable warehouseman’s own use.
law and/or agreement between the depositor and the warehouseman. THE GOODS COVERED BY THIS RECEIPT RIGHT TO STORE GOODS - Sec. 17
HAVE NOT BEEN INSURED BY THE WAREHOUSEMAN FOR THE BENEFIT OF THE DEPOSITOR AGAINST FIRE The depositor represents and warrants that the depositor is lawfully possessed of the goods and has the right
OR ANY OTHER CASUALTY. PROCUREMENT OF SUCH INSURANCE IS THE SOLE RESPONSIBILITY OF THE and authority to store them with the warehouseman. The depositor agrees to indemnify and hold harmless the
DEPOSITOR, AT THE DEPOSITOR’S SOLE DISCRETION AND EXPENSE. warehouseman from all loss, cost and expense, including reasonable attorneys’ fees that warehouseman pays
HANDLING - Sec. 6 or incurs as a result of any dispute or litigation, whether instituted by the warehouseman or others, respecting
(a) The handling charge covers the ordinary labor involved in receiving goods at the warehouse door, placing goods in depositor’s right, title or interest in the goods. Such amounts shall be charges in relation to the goods and
storage, and returning goods to the warehouse door. Handling charges are due and payable on receipt of goods. subject to the warehouseman’s lien.
(b) Unless otherwise agreed, labor for unloading and loading goods will be subject to a charge. Additional expenses ACCURATE INFORMATION - Sec. 18
incurred by the warehouseman in receiving and handling damaged goods, and additional expenses incurred in unloading The depositor will provide the warehouseman with information concerning the stored goods that is accurate,
from or loading into cars or other vehicles not at the warehouse door will be charged to the depositor. complete, and sufficient to allow the warehouseman to comply with all laws and regulations concerning the
(c) Labor and materials used in loading rail cars or other vehicles are chargeable to the depositor. storage, handling, and transporting of the goods. The depositor will indemnify and hold the warehouseman
(d) When goods are ordered out in quantities less than those in which received, the warehouseman may make an harmless from all loss, cost, penalty and expense, including reasonable attorneys’ fees that the warehouseman
additional charge for each order or each item of an order. pays or incurs as a result of depositor failing to fully discharge this obligation.
(e) The warehouseman shall not be liable for demurrage or detention, delays in unloading inbound cars, trailers, or other SEVERABILITY and WAIVER - Sec. 19
containers, or delays in obtaining and loading cars, trailers, or other containers for outbound shipment unless the (a) If any provision of this Warehouse Receipt, or any application thereof, should be construed or held to be
warehouseman has failed to exercise reasonable care. void, invalid or unenforceable, by order, decree, or judgment of a court of competent jurisdiction, the remaining
DELIVERY REQUIREMENTS - Sec. 7 provisions of this receipt shall not be affected thereby but shall remain in full force and effect.
(a) No goods shall be delivered or transferred except upon receipt by the warehouseman of complete written instructions. (b) The warehouseman’s failure to require strict compliance with any provision of the Warehouse Receipt shall
Written instructions shall include, but are not limited to, FAX, EDI, TWX or similar communications, provided the not constitute a waiver or estoppel to later demand strict compliance with that or any other provision(s) of this
warehouseman has no liability when relying on the information contained in the communication as received. However, Warehouse Receipt.
when no negotiable receipt is outstanding, goods may be delivered upon instruction by telephone, in accordance with a (c) The provisions of this Warehouse Receipt shall be binding upon the depositor’s heirs, executors,
prior written authorization, but the warehouseman shall not be responsible for loss or error occasioned thereby. successors and assigns. Those provisions contain the sole agreement governing goods stored with the
(b) When a negotiable receipt has been issued, no goods covered by that receipt shall be delivered or transferred on the warehouseman, and they cannot be modified except by a writing signed by the warehouseman.
books of the warehouseman, unless the receipt, properly endorsed, is surrendered for cancellation, or for endorsement of YARD STORAGE - Sec. 20
partial delivery thereon. If a negotiable receipt is lost or destroyed, delivery of goods may be made only upon order by a The liability of the warehouseman for any yard storage of containers or trailers, whether loaded or empty,
court of competent jurisdiction and the posting of security approved by the court as provided by law. secured or unsecured, shall be subject to Sections 11, 12, and 13 of this Warehouse Receipt.
(c) When goods are ordered out, a reasonable time shall be given the warehouseman to carry out instructions, and if he is CONSTRUCTION OF TERMS AND VENUE - Sec. 21
unable to do so because of acts of God, war, public enemies, seizure under legal process, strikes, lockouts, riots and civil The terms and conditions of this Warehouse Receipt shall be construed and interpreted under the laws of the
commotions, or any reason beyond the warehouseman’s control, or because of the loss or destruction of goods for which State of California, except when a law of the United States, convention, treaty, or other law is otherwise
warehouseman is not liable, or because of any other excuse or justification provided by law, the warehouseman shall not compulsorily applicable. Proper venue is the City of Los Angeles, State of California, and no other place.