Terms & Conditions

Ray S.F Inc DBA FreezPak Logistics General Terms and Conditions of Warehouse Receipt

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Ray S.F Inc DBA FreezPak Logistics and Affiliates

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CONTRACT TERMS AND CONDITIONS

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SECTION 1 –DEFINITIONS

As used in thiswarehouse receipt (“Warehouse Receipt”) the following terms have the followingmeanings:

(a) STORER. Theperson, firm, corporation or other entity for whom the GOODS described hereinare stored and to whom this Warehouse Receipt is issued and anyone elseclaiming an interest in the GOODS.

(b) WAREHOUSE.Ray S.F Inc DBA FreezPak Logistics OR ANY OF ITS INDIVIDUAL AFFILIATED ENTITIESOR MANAGERS THAT MAY PROVIDE SERVICES TO STORERS. As used in Sections 9 and 10hereof WAREHOUSE includes (a) officers, directors, managers, employees andagents of the WAREHOUSE and (b) in instances where WAREHOUSE manages awarehouse for a third-party owner, such third-party owner, in each case, whileacting within the scope and course of their duties.

(c) LOT. Unit orunits of GOODS which are separately identified by the WAREHOUSE.

(d) ADVANCE. Allsums due or claimed to be due to WAREHOUSE from STORER or others relating tothe GOODS regardless of the source, whether liquidated or not, including butnot limited to loans, disbursements, charges made for or on account of STORERor GOODS, necessary for preservation of GOODS or reasonably incurred in theirsale pursuant to law.

(e) GOODS. Thepersonal property and/or any portion thereof which is described herein and/orwhich WAREHOUSE has agreed to receive and/or store pursuant to this WarehouseReceipt.

SECTION 2 –TENDER FOR STORAGE

(a) All GOODSfor storage shall be delivered at the warehouse properly marked and packed forhandling.

(b) STORER shallfurnish, at or prior to such delivery, a manifest showing marks, brands orsizes to be kept and accounted for separately and the class of storage desired.Otherwise the GOODS may be stored in bulk or assorted lots in freezer, cooleror general storage at the discretion of the WAREHOUSE and charges for suchstorage will be made at the applicable storage rate.

(c) STORER willprovide WAREHOUSE with accurate and complete information concerning the GOODSsufficient to allow WAREHOUSE to comply with all laws and regulationsconcerning the storage, handling and transportation of the GOODS. Withoutlimiting the foregoing, STORER is solely responsible for determining andproviding the weight of the GOODS unless such services are expressly stated andquoted in the Agreement. STORER warrants that the GOODS it tenders for storageare not infested with pests or bacteria and that the GOODS do not otherwisepresent a danger to persons or other goods under normal storage and handlingconditions. STORER further warrants that the GOODS are not adulterated ormisbranded under the provisions of any applicable federal, state or local lawor regulation. STORER will indemnify, defend and hold WAREHOUSE harmless fromall liabilities, suits, claims, losses, costs and expenses (includingreasonable attorneys’ fees) arising from STORER’s failure to comply with thissection.

(d)Receipt anddelivery of all or any units of a LOT shall be made without subsequent sortingexcept by special arrangement and subject to a charge.

(e) WAREHOUSEshall store and deliver GOODS only in the packages in which they are originallyreceived unless otherwise agreed to in writing.

(f) UnlessSTORER shall have given, at or prior to delivery of the GOODS, writteninstructions to the contrary, WAREHOUSE, in its discretion, may commingle andstore in bulk different lots of fungible GOODS, whether or not owned by thesame STORER.

(g) WAREHOUSEshall not be responsible for segregating GOODS by production code date unlessspecifically agreed to in writing.

(h) STORERagrees that all GOODS shipped to or from WAREHOUSE shall not identify WAREHOUSEas the consignee or shipper on any bill of lading or contract of carriage. If,contrary to this requirement, WAREHOUSE is listed as shipper or consignee,STORER shall indemnify and hold WAREHOUSE harmless from all claims fortransportation, storage, handling and other charges relating to suchdesignation.

(i) WAREHOUSEshall not be responsible for normal product deterioration that results fromextended storage.

SECTION 3 –TERMINATION OF STORAGE

(a) WAREHOUSEmay, upon written notice, as required by law, require the removal of the GOODS,or any portion thereof, from the warehouse upon the payment of all chargesattributable to said GOODS within a stated period, not less than 30 days aftersuch notification. If said GOODS are not so removed, WAREHOUSE may sell them asprovided by law and shall be entitled to exercise any other rights it has underthe law with respect to said GOODS.

(b) If, in theopinion of WAREHOUSE, GOODS may be about to deteriorate or decline in value toless than the amount of WAREHOUSE’S lien thereon, or may constitute a hazard toother property or to the warehouse or persons, the GOODS may be removed ordisposed of by WAREHOUSE as permitted by law. All charges related to saidremoval shall be paid by STORER.

SECTION 4 –STORAGE LOCATION

(a) The GOODSshall be stored at WAREHOUSE’S discretion at any one or more buildings atWAREHOUSE’S warehouse complex identified on the front side of this WarehouseReceipt. The identification of any specific location within WAREHOUSE’Swarehouse complex does not guarantee that the GOODS shall be stored therein.

(b) Subject toany contrary written instructions given by STORER, WAREHOUSE may, at any time,at its expense, and without notice to STORER, remove any GOODS from any room orarea of the warehouse complex to any other room or area thereof.

(c) Upon ten(10) days written notice to the STORER, WAREHOUSE may, at its expense, removethe GOODS to any other warehouse complex operated by WAREHOUSE.

SECTION 5-STORAGE CHARGES

(a) Storagecharges commence upon the date that WAREHOUSE accepts care, custody and controlof the GOODS, regardless of unloading date or date warehouse receipt is issued.Unless WAREHOUSE specifies otherwise, charges shall be computed separately foreach LOT on one of the following optional bases: (i) If storage rates arequoted on a “SPLIT MONTH BASIS” the storage month shall be a calendar month. Afull month’s storage charge will apply to all GOODS received between the 1stand 15th, inclusive, of a calendar month. One half month’s storage charge willapply on all GOODS received between the 16th and last day, inclusive, of acalendar month. A full month’s storage charge shall apply on the 1st day of thenext calendar month and each month thereafter on all GOODS then remaining instorage; or (ii) If storage rates are quoted on an “ANNIVERSARY BASIS” thestorage month shall extend from date of receipt in one calendar month to, butnot including, the same date of the next month. If there is no corresponding datein the next month, the storage month shall end on the last day of said nextmonth. A full month’s storage charge shall apply on receipt of GOODS and anadditional monthly storage charge shall apply to each successive storage monthon all GOODS then remaining in storage.

(b) Chargesshall be applicable as set forth in the rate quotation or other document issuedby WAREHOUSE to STORER and/or in WAREHOUSE’S tariff.

(c) UnlessWAREHOUSE specifies otherwise all storage charges are due and payable on the1st day of storage for the initial month and thereafter on the 1st day of eachcalendar month.

(d) Rates quotedby weight will, unless otherwise specified, be computed on gross weight and2,000 pounds shall constitute a ton.

SECTION 6 –HANDLING CHARGES

(a) Unlessotherwise specified or elected by WAREHOUSE, handling charges cover only theordinary labor and duties incidental to receiving and delivering unitized GOODSon pallets at the warehouse dock during normal warehouse hours but do notinclude loading and unloading.

(b) Unlessotherwise specified, a charge in addition to the regular handling charges willbe made for any work performed by WAREHOUSE other than specified in Section6(a) at rates which are in effect from time to time, a copy of which rates areavailable upon request.

(c) When GOODSare ordered out in quantities less than in which received, the WAREHOUSE maymake an additional charge for each order or each item of an order.

(d) Delivery bythe WAREHOUSE of less than all units of any LOT or of less than all thefungible GOODS stored for STORER shall be made without subsequent sortingexcept by arrangement and subject to an additional charge.

SECTION 7 –TRANSFER OF TITLE; DELIVERY

(a) Instructionsby STORER to transfer GOODS to the account of another are not effective untildelivered to and accepted by WAREHOUSE. Charges will be made for each suchtransfer and for any re-handling of GOODS deemed by WAREHOUSE to be requiredthereby. WAREHOUSE reserves the right not to deliver or transfer GOODS to orfor the account of others except upon receipt of written instructions properlysigned by STORER.

(b) STORER mayfurnish written instructions authorizing WAREHOUSE to accept telephone ordersfor delivery. In such case, (1) WAREHOUSE may require that each telephone orderbe confirmed by STORER in writing within 24 hours, and (2) acceptance byWAREHOUSE of any telephone order shall be at the risk of STORER. WAREHOUSE willnot be liable for any loss resulting from delivery made pursuant to telephoneorder, whether or not so authorized, unless caused by WAREHOUSE’s grossnegligence or willful misconduct.

(c) WAREHOUSEshall have a reasonable time to make delivery after GOODS are ordered out andshall have a minimum of 10 business days after receipt of a delivery order inwhich to locate any misplaced GOODS.

(d) If WAREHOUSEhas exercised reasonable care and is unable, due to causes beyond its control,to effect delivery before expiration of the current storage period, the GOODSwill be subject to storage charges for each succeeding storage period.

(e) Allinstructions and requests for delivery of GOODS or transfer of title arereceived subject to satisfaction of all charges, liens and security interestsof WAREHOUSE with respect to the GOODS whether for accrued charges or ADVANCESor otherwise.

(f) WAREHOUSEmay require, as a condition precedent to delivery, a statement from STORERholding WAREHOUSE harmless from claims of others asserting a superior right toSTORER to possession of the GOODS. Nothing herein shall preclude WAREHOUSE fromexercising any other remedy available to it under the law to resolveconflicting claims to possession of the GOODS. All costs, including attorney’sfees, incurred by WAREHOUSE relating in any way to WAREHOUSE’S activitiesreferred to in SECTION 7(f) shall be charged to STORER and shall, for purposesof Section 12 below, be considered “charges present or future with respect tosuch GOODS” and shall attach as a lien on the GOODS.

(g) Unlessotherwise agreed, the goods will be delivered to STORER at WAREHOUSE’Swarehouse loading dock. STORER must arrange for transportation and loading.

SECTION 8 –OTHER SERVICES AND CHARGES

(a) Otherservices rendered in the interest of STORER or the GOODS are chargeable toSTORER. If charges for such services are not listed in the agreement or ratequotation between STORER and WAREHOUSE, then such services will be chargedpursuant to WAREHOUSE’s current published tariff.

(b) All ADVANCESare due and payable immediately. All charges are due and payable upon the dateof invoice. All charges and ADVANCES not paid within 30 days from the due dateare subject to an interest charge, from the date said charge or ADVANCE became dueuntil paid, at the lesser of 1.5% per month or the maximum amount allowed bylaw.

(c) STORER may,subject to insurance regulations and reasonable limitations, inspect the GOODSwhen accompanied by an employee of WAREHOUSE whose time is chargeable toSTORER.

(d) In the eventof damage or threatened damage to the GOODS, STORER shall pay all reasonableand necessary costs of protecting and preserving the GOODS. When the costs ofprotecting and preserving stored property are attributable to more than oneSTORER, said costs shall be apportioned among all affected STORERS on a prorata basis to be determined by the WAREHOUSE.

(e) WAREHOUSEshall supply dunnage, bracing and fastenings where it deems it appropriate onoutbound shipments and the cost thereof is chargeable to STORER.

(f) Anyadditional costs incurred by WAREHOUSE in unloading cars or trucks containingdamaged GOODS are chargeable to STORER.

(g) WAREHOUSEshall not be responsible for demurrage or detention charges, or for any delaysin loading or unloading unless such charges or delays were caused solely byWAREHOUSE’S negligence. STORER agrees to indemnify and hold WAREHOUSE harmlessfrom any and all claims for delays, undercharges, rail demurrage,truck/intermodal detention and any other similar charges relating to STORER’SGOODS, except to the extent such charges or delays were caused solely byWAREHOUSE’s negligence.

(h) A charge inaddition to regular storage and handling rates will be made for bonded storage.

(i) WAREHOUSEmay assess an additional charge when GOODS, designated for cooler or freezerstorage, are received at temperatures more than 5 degrees Fahrenheit above theapplicable storage room temperature; however WAREHOUSE shall not be responsiblefor blast freezing GOODS unless STORER specifically requests such services inwriting.

(j) All storage,handling and other services may be subject to minimum charges that may changewithout notice.

(k) STORERagrees to pay WAREHOUSE all costs and ADVANCES including reasonable attorney’sfees incurred by WAREHOUSE in connection with the storage, handling and/ordisposition of the GOODS, including without limitation, such costs, ADVANCES,and/or fees relating to lawsuits (including Bankruptcy proceedings) involvingin any way said GOODS and/or STORER’S performance under this agreement. Allsuch costs, ADVANCES, and fees, for purposes of SECTION 12 below, shallconstitute “charges present or future with respect to such GOODS”.

SECTION 9 –LIABILITY AND LIMITATION OF DAMAGES

(a) WAREHOUSEshall not be liable for any loss, damage or destruction to GOODS, howevercaused, unless such loss, damage or destruction resulted from the WAREHOUSE’Sfailure to exercise such care in regard to the GOODS as a reasonably carefulperson would exercise under like circumstances. WAREHOUSE is not liable fordamages which could not have been avoided by the exercise of such care

(b) WAREHOUSEand STORER agree that WAREHOUSE’S duty of care referred to in Section 9(a)above does not extend to providing a sprinkler system at the warehouse complexor any portion thereof.

(c) Unlessspecifically agreed to in writing, WAREHOUSE shall not be required to storeGOODS in a humidity controlled environment or be responsible for temperingGOODS.

(d) IN THE EVENTOF LOSS, DAMAGE OR DESTRUCTION TO GOODS FOR WHICH THE WAREHOUSE IS LEGALLYLIABLE, STORER DECLARES THAT WAREHOUSE’S LIABILITY SHALL BE LIMITED TO THELESSER OF THE FOLLOWING: (1) THE ACTUAL COST TO STORER OF REPLACING, ORREPRODUCING THE LOST, DAMAGED, AND/OR DESTROYED GOODS TOGETHER WITHTRANSPORTATION COSTS TO WAREHOUSE, (2) THE FAIR MARKET VALUE OF THE LOST,DAMAGED, AND/OR DESTROYED GOODS ON THE DATE STORER IS NOTIFIED OF LOSS, DAMAGEAND/OR DESTRUCTION, (3) 50 TIMES THE MONTHLY STORAGE CHARGE APPLICABLE TO SUCHLOST, DAMAGED AND/OR DESTROYED GOODS, (4) $0.10 PER POUND FOR SAID LOST,DAMAGED, AND/OR DESTROYED GOODS; PROVIDED, HOWEVER THAT WITHIN A REASONABLETIME AFTER RECEIPT OF THIS WAREHOUSE RECEIPT, STORER MAY, UPON WRITTEN REQUESTINCREASE WAREHOUSE’S LIABILITY ON PART OR ALL OF THE GOODS IN WHICH CASE ANINCREASED CHARGE WILL BE MADE BASED UPON SUCH INCREASED VALUATION; FURTHERPROVIDED THAT NO SUCH REQUEST SHALL BE VALID UNLESS MADE BEFORE LOSS, DAMAGE ORDESTRUCTION TO ANY PORTION OF THE GOODS HAS OCCURRED.

(e) TheWAREHOUSE’S liability referred to in Section 9(d) shall be STORER’S exclusiveremedy against WAREHOUSE for any claim or cause of action whatsoever relatingto loss, damage or destruction of GOODS and shall apply to all claims includinginventory shortage, misshipment and mysterious disappearance claims unlessSTORER proves by affirmative evidence that WAREHOUSE converted the GOODS to itsown use. STORER waives any rights to rely upon any presumption of conversionimposed by law. In no event shall either party be liable for incidental,special, punitive, or consequential damages, loss of profit, revenue orgoodwill. For the purposes of this Section 9, “loss, damage or destruction”shall include any claim or cause of action whatsoever relating to the GOODS.

SECTION 10– ARBITRATION AND NOTICE OF CLAIM

(a) In lieu oflitigation, STORER and WAREHOUSE agree to submit any dispute that arises out ofor is in any way connected to this Warehouse Receipt to binding arbitrationadministered by Judicial Arbitration and Mediation Service, Inc. and itsStreamlined Arbitration Rules and Procedures then in force. The parties shallbe bound by the arbitration decision and a party receiving an award may enterjudgment upon the same in any federal or state court of competent jurisdictionin the applicable jurisdiction. The parties shall conduct any arbitration inthe county where the warehouse facility is located, to the exclusion of allother places.

(b) WAREHOUSEshall not be liable for any claim of any type whatsoever for loss and/ordestruction of and/or damage to and/or charges or invoices for GOODS unlesssuch claim is presented, in writing, within a reasonable time, not exceedingthe earlier of (i) 60 days after delivery of GOODS by WAREHOUSE or (ii) 60 daysafter STORER learns or, in the exercise of reasonable care, should have learnedof such loss, destruction, damage or the basis for any other claim againstWAREHOUSE.

(c) As acondition precedent to making any claim and/or commencing an arbitration,STORER shall provide WAREHOUSE with a reasonable opportunity to inspect theGOODS which are the basis of STORER’S claim.

(d) NOARBITRATION MAY BE COMMENCED BY STORER OR OTHERS AGAINST WAREHOUSE WITH RESPECTTO THE GOODS UNLESS A TIMELY WRITTEN CLAIM HAS BEEN MADE AS PROVIDED INPARAGRAPH (b) OF THIS SECTION AND UNLESS STORER HAS PROVIDED WAREHOUSE WITH AREASONABLE OPPORTUNITY TO INSPECT THE GOODS AS PROVIDED IN PARAGRAPH (c) OFTHIS SECTION AND UNLESS SUCH ARBITRATION IS COMMENCED WITHIN NINE (9) MONTHS(OR TWO (2) YEARS IN THE STATE OF TEXAS ONLY) AFTER STORER LEARNS OR, IN THEEXERCISE OF REASONABLE CARE, SHOULD HAVE LEARNED OF THE LOSS AND/OR DESTRUCTIONOF AND/OR DAMAGE TO THE GOODS OR THE BASIS FOR ANY OTHER CLAIM AGAINSTWAREHOUSE.

SECTION 11– INSURANCE

GOODS are notinsured by WAREHOUSE and the storage rates do not include insurance on theGOODS.

SECTION 12– LIEN

WAREHOUSE shallhave a general warehouse lien against the GOODS and on the proceeds thereof forall charges for storage, handling, transportation (including detention,demurrage and terminal charges), insurance, labor and other charges present orfuture with respect to the GOODS, ADVANCES or loans by WAREHOUSE in relation tothe GOODS and for expenses necessary for preservation of the GOODS orreasonably incurred in their sale pursuant to law. WAREHOUSE further claims ageneral warehouse lien on the GOODS for all such charges, ADVANCES and expensesin respect to any other property stored by STORER in any warehouse owned oroperated by WAREHOUSE or its subsidiaries wherever located and wheneverdeposited and without regard to whether or not said other property is still instorage, including all sums owed to WAREHOUSE by STORER arising from any othertransactions or obligations.

SECTION 13– DATA

Notwithstandinganything to the contrary in this Warehouse Receipt or any other agreementbetween the parties, WAREHOUSE reserves the right to (i) use any STORER data toprovide services to STORER, to improve existing services or create newservices, or for WAREHOUSE’s internal purposes and (ii) compile and analyze itscollective STORER data and to prepare reports, studies, analyses and other workproduct resulting from such compilation and analysis on an anonymous basis(collectively, the “Data Derivations”). WAREHOUSE shall have exclusiveownership rights to, and the exclusive right to use such Data Derivations forany purpose; provided, however that WAREHOUSE shall not use STORER’s name inconnection with such Data Derivations or otherwise distribute Data Derivationswhich are identifiable as STORER’s data without obtaining the prior consent ofSTORER.

SECTION 14– FORCE MAJEURE

WAREHOUSE shallnot be responsible for delays, failures, or omissions resulting from any causethat is beyond its reasonable control and is not due to its own negligence,including, but not limited to, riots, fires, earthquakes, hurricanes, floods,storms, drought, lightning, epidemics, war, disorders, hostilities,interference by civil or military authorities, labor disputes or controversies,transportation embargoes, fuel or energy shortages, power interruptions orfailures, equipment malfunction or breakdown, or acts of God.

SECTION 15– WAIVER – SEVERABILITY

(a) WAREHOUSE’Sfailure to insist upon strict compliance with any provision of this WarehouseReceipt shall not constitute a waiver or estoppel to later demand strictcompliance thereof and shall not constitute a waiver or estoppel to insist uponstrict compliance with all other provisions of this Warehouse Receipt.

(b) In the eventany section of this Warehouse Receipt or part thereof shall be declaredinvalid, illegal and/or unenforceable, the validity, legality andenforceability of the remaining sections and parts shall not, in any way, beaffected or impaired thereby.

SECTION 16– AUTHORITY

STORERrepresents and warrants that it either (i) is the lawful owner of the GOODSwhich are not subject to any lien or security interest of others; or (ii) isthe authorized agent of the lawful owner and/or any holder of a lien orsecurity interest and has full power and authority to enter into the agreementincorporated into this Warehouse Receipt. STORER agrees to notify all partiesacquiring any interest in the GOODS of the terms and conditions of thisWarehouse Receipt and to obtain, as a condition of granting such an interest,the agreement of such parties to be bound by the terms and conditions of thisWarehouse Receipt. STORER will indemnify, defend and hold WAREHOUSE harmlessfrom all liabilities, suits, claims, losses, costs and expenses (includingreasonable attorneys’ fees) arising from STORER’s failure to comply with thissection.

SECTION 17– NOTICES

All writtennotices provided herein may be transmitted by any commercially reasonable meansof communication and directed to WAREHOUSE at the address on the front hereofand to STORER at its last known address. STORER is presumed to have knowledgeof the contents of all notices transmitted in accordance with this Sectionwithin five days of transmittal.

SECTION 18– ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS

This agreement shall constitute the entire agreement between WAREHOUSEand STORER relating to the GOODS and supersedes all existing agreements betweenthem whether written or oral and shall not be changed, amended or modifiedexcept by written agreement signed by representatives of WAREHOUSE and STORER.Without limiting the foregoing, WAREHOUSE hereby reserves the right to transferand/or assign (in whole or in part) the rights, duties and obligations ofWAREHOUSE under this agreement to any affiliate of WAREHOUSE without theconsent or approval of STORER. In the event of any such transfer and/orassignment (in whole or in part) to any such WAREHOUSE affiliate, WAREHOUSE maycontinue to collect and receive all or any portion of the amounts payablehereunder by STORER as agent for and on behalf of suchaffiliate-transferee/assignee and notify STORER thereof in writing.

Contact Us:

If you have any questions or concerns about our terms & conditions, please contact us at contact@freezpak.com.

FreezPak Logistics
2 Paddock St. Woodbridge, NJ, 07001
contact@freezpak.com
(973) 561-0040