Terms & Conditions

NEAL BROTHERS CHARLESTON, INC.

SERVICE TERMS AND CONDITIONS

I. SERVICE PERIOD AND CHARGES
A.FormationofContract.These Terms and Conditions, including the information

on the Face Page of this Warehouse Receipt/Goods Received Notice ("GRN"), constitute the entire Agreement between Purchaser and Neal Brothers Charleston, Inc. ("Company") as to the services of the goods described on the Face Page, provided, however, Purchaser understands that the Terms and Conditions contained on the reverse side of the Invoice which Company shall send to Purchaser in the normal course of business constitute the entire Agreement between Purchaser and Company services. With respect to this Contract, “Services” is defined to mean all distribution, warehousing, export packing, consolidation and storage functions performed by the Company. All customs brokerage and freight forwarding services performed by the Company are covered under separate Terms and Conditions. Any term of Customer's order for such services, or requirements pertaining thereto or any communication from Purchaser which is in any way inconsistent with, or in addition to, the Terms and Conditions set forth herein or on the reverse side of the Invoice, shall not be binding on Company in any way. Company's failure to object to any terms or conditions contained in any such communication from Purchaser shall not be deemed tobe a waiver of such terms or conditions. If Purchaser objects to this Agreement or any of the Terms and Conditions contained herein, such objection must be made in writing to Company and must be received by Company at the address stated on the Face Page of the Invoice within five (5) days from the Date Received. If Purchaser issues multiple purchase orders or makes other requests for Company services or products, each such order or request shall be subject to the Terms and Conditions herein and on the reverse side of the Invoice, regardless of Customer's other terms of any such order or request, and regardless of the method in which the order was placed.

B. General. Company agrees to provide services to Purchaser with respect to the goods as described (and, at a minimum, for the time stated) on the Face Page of the GRN. The charges shown on the Face Page on the GRN or Invoice shall be subject to adjustment if the term is extended and as generally provided in the Terms and Conditions contained on the reverse side of the GRN and Invoice.

C. Storage Begins on Receipt. Storage charges shall begin to accrue on and from the date Company receives and/or accepts custody of the goods, regardless of unloading date or date of issue of a warehouse receipt, GRN, or Invoice.

D. MonthlyCharges.ExceptasprovidedinparagraphEofthisSection1,a full month of storage charge will be assessed against all goods received between the first and the fifteenth, inclusive, of a given calendar month, and one-half month storage charge will be assessed against all goods received between the fifteenth and the last day, inclusive, of a given calendar month A full storage charge will apply to all goods in storage on the first day of the next and succeeding calendar months. All storage charges are due and payable on the first day of storage for the initial month and thereafter on the first day of the calendar month

E. Extension and Payment, When mutually agreed by Company and Purchaser, a storage month shall extend from a date in one calendar month to, but not including, the same date of the next and all succeeding months. All storage charges are due and payable on the first day of the storage month.

II. OWNERSHIP, TRANSFER, TERMINATION OF STORAGE, REMOVAL CF GOODS

A.Ownership. ThePurchaserrepresentsandwarrantsthatheisthelawfulowner or possessor of the goods to be stored and/or has authority to store or ship said goods. The Company does not take title to the goods, except as provided for under Sec. III (C). Purchaser agrees to indemnify and hold harmless the Company from any losses, costs and expenses (including reasonable attorneys’ fees) which the Company pays or incurs as a result of any dispute or litigation with respect to the Purchaser’s right, title or interest in the goods. If Company owns the goods subject to this GRN either solely, jointly or in common with others, that ownership shall be noted on Face Page of the GRN.

B. Transfer of Goods. Instructions to transfer goods on the docks or in the warehouse of Company are not effective until delivered to and accepted by Company and all charges up to the time transfer is made are chargeable to Purchaser. Company will only transfer goods to the Purchaser identified as the “Customer” on the GRN unless it receives written instructions from the Purchaser to transfer the goods to someone else. When goods in storage are transferred from one party to another through issuance of new warehouse receipt, GRN, or Invoice, a new storage date shall be established on the date of transfer.

C. Documentation. The Purchaser shall furnish at or prior to such delivery, a complete and accurate manifest showing marks, brands or sizes to be kept and accounted for separately and the class of storage requested, otherwise the goods may be stored in bulk or assorted lots, in general storage at the discretion of the Company and will be charged for accordingly.

D. Packaging and Labeling. Purchaser warrants that all goods delivered to the Company’s docks or warehouse are packaged, blocked, braced and labeled in accordance with normal shipping standards for the contents therein. With respect to the transport and storage of Hazardous Materials, Purchaser warrants

that the packaging, labeling, and documentation is in full and complete compliance with the U.S. Department of Transportation’s requirements under 49 C.F.R. §§ 100-199 as well as any and all foreign government regulations for the country(ies) of transportation and destination. The goods comply with all requirements for the modes of transportation necessary to transport the goods to their final destination. In addition Purchaser warrants that it will provide all transportation and shipping papers complete with all Hazardous Materials declarations as required by law. Purchaser agrees to indemnify and hold harmless the Company from any loss, cost and expense (including reasonable attorneys fees) which the Company pays or incurs as a result of any dispute, claim, injury or litigation regarding the packaging, labeling or shipping documentation for any goods provided for storage to the Company.

E. Handling. Handling charges cover the ordinary labor and duties incident to receiving goods at warehouse door, stowing and delivering to warehouse door, but do not include unloading or loading of cars, vehicles, or vessels unless so specified. Handling charges in connection with arrival and withdrawal of goods may, at the option of Company, be billed with the storage for the last month. Goods, received or delivered during other than usual business hours, at the request of the Purchaser, will be subject to an additional charge. When Company stores, packs or otherwise handles any goods tendered by Purchaser, it does so subject to the limitations of paragraph IV below.

F. Vehicle Unloading And Loading: If Company agrees to load or unload a vehicle, dunnage, fastenings and all other materials, supplied by Company and work in loading out vehicles, are chargeable to the Purchaser. Any additional costs incurred by Company in unloading vehicles containing damaged goods are chargeable to the Purchaser. Company shall not be responsible for demurrage, delays in unloading inbound vehicles, delays in obtaining vehicles for outbound shipments, or for delays in loading outbound shipments, unless it fails to exercise such care as a reasonably careful person would exercise under like circumstances.

G. Relocation of Goods, Company reserves the right to move, at its expense after no fewer than ten (10) days written notice to Purchaser (or to the last known holder of a negotiable warehouse receipt for the goods, as applicable), any goods in storage from Company's warehouse to any other of its warehouse locations, but, if Purchaser (or holder of a warehouse receipt) takes possession of such goods in lieu of transfer, Purchaser shall pay accrued storage charges for the current month, prorated to the day Purchaser takes possession of such goods. Company may, without notice and at its discretion, move goods within the warehouse in which they are initially stored.

H. Notice to Remove Goods, Company may, upon written notice to Purchaser and to any other person actually known by Company to claim an interest in the goods, require the removal of any goods by the end of the next succeeding storage month. Such notice shall be given to the last known place of business or abode of the person to be notified. If goods are not removed before the end of the next succeeding storage month, Company may dispose of such goods in accordance with applicable law.

I. Preservation of Lien Rights, If Company in good faith believes that the goods are deteriorating or declining in value (and thus reducing the value of Company's warehouseman's lien), before the end of the next succeeding storage month as described in paragraph C of Section III. Company may specify in a written notice any reasonable shorter time for removal of the goods and, in case the goods are not removed as required Company may dispose of them at public sale held one week after a single advertisement or posting, or as provided or allowed from time to time by applicable law.

J.Disposal of Necessity. If as a result of a quality or condition of the goods of which Company has no notice at the time of receipt for storage, the goods are (in Company's discretion) Dangerous Goods or otherwise a hazard to other property or to the warehouse or to persons, Company may sell the goods at public or private sale without advertisement or reasonable notification to all persons known to claim an interest in the goods. If Company, after reasonable efforts under the circumstances, is unable to sell the goods, it may dispose of them in any lawful manner and shall incur no liability by reason of such disposition. Pending such disposition, sale, or return of the goods, Company may remove the goods from the warehouse and shall incur no liability by reason of such removal. Purchaser shall be liable for all expenses in connection with such removal, disposal or sale.

III. PAYMENT; MINIMUM CHARGES; LIEN FOR PAYMENT
A. Payment Terms, Purchaser shall pay the Total Charges stated on the

Invoice, and others charges or sums due hereunder or under the Terms and Conditions stated on the reverse side of the Invoice, net within ten (10) days of the date Purchaser receives the Invoice therefor from Company. Any such sums not paid when due shall bear interest at the rate of one percent (1%) per month, compounded, until such sums and interest are paid in full. Purchaser must agree to pay all of Company's costs of collection, including attorneys fees.

B. Minimum Storage Charges. A minimum monthly charge will be made to

NEAL BROTHERS CHARLESTON, INC.

SERVICE TERMS AND CONDITIONS


             

Purchaser for storage as provided in Section I. D.
C. Lien for Payment, Purchaser hereby grants a lien on all of Purchaser's goods

in its possession for all charges for storage and for any other Services provided by Company pursuant hereto, including, without limitation, for sums due or arising hereunder by way of indemnification and for all claims for money advanced, interest, insurance, taxes, penalties, transportation, labor, weighing, and after charges and expenses in relation to Purchaser's goods or Company's services hereunder.

IV. LIMITATION OF LIABILITY AND WARRANTY
A. Storage Liability Limited by Statutes Company's liability for damage to

Purchaser's goods while in Storage is governed by SC Code § 36-7-204 and is limited to the value of the loss or damage incurred at a rate of $5 per case or $50 per hundred pounds, whichever is less. Upon Purchaser’s written request, that liability may be increased with respect to all or part of the goods hereunder. Company will assess additional monthly charges based on such increase in value. UNLESS OTHERWISE SPECIFICALLY SET FORTH ON THE FACE PAGE, COMPANY DOES NOT CARRY INSURANCE ON THE GOODS IN ITS CUSTODY.

B. Limited Warranty. Company warrants that it will generally handle and provide Services for Purchaser's goods at all times in accordance with such standards and procedures as a reasonably careful person would exercise under like circumstance and in accordance with Company's best professional judgment. THE FOREGOING WARRANTY OF COMPANY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS, IMPLIED, OR STATUTORY INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IS IN LIEU OF ANY OTHER WARRANTY OR OBLIGATION OF THE COMPANY. Except as agreed in writing, goods specified on this GRN are accepted for general merchandise storage only and Company shall not be liable for any loss, deterioration, damage, evaporation, shrinkage or change of color brought about by any cause such as, but not limited to a change in temperature or humidity through the process of cooling, storing, or removing of the merchandise from the storage rooms.

If the building wherein the said goods are stored is protected by automatic sprinklers, then Company will not be liable in case of water damage from the same, whether as a result of accident or otherwise.

C. Exclusions. The sole and exclusive remedy of Purchaser and responsibility of Company for any breach of warranty or contract, or any claim of negligence or other tort, shall be, at Company's sole option, (i) to correct any defective performance, (ii) to refund any amounts up to the amount paid for the Services by Purchaser to Company, or (iii) in the case of Purchaser’s goods in storage, to pay the value of the loss or damage incurred at a rate of $5 per case or $50 per hundred pounds, whichever is less. Company shall have no other liability or responsibility whatsoever to anyone other than that stated in this Section IV. IN NO EVENT SHALL COMPANY BE LIABLE TO ANYONE, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT, INCLUDING THE NEGLIGENCE OF COMPANY OR ITS EMPLOYEES, AGENTS OR REPRESENTATIVES, FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES OF ANY KIND OR CHARACTER, PURSUANT TO OR ARISING OUT OF ANY CONTRACT BETWEEN PARTIES.

D.LimitationOfLiabilityOnThirdParties. Purchaserauthorizes Company, at Company’s option, to select and engage third parties to perform any Services under this Contract, including but not limited to carriers, trucking companies, forwarders, packers and others, all of whom shall be considered agents of the Purchaser. Purchaser’s goods may be entrusted to such agencies subject to all limitations of liability for loss, damage, expense or delay and to all rules, regulations, requirements, and conditions of those agencies. Company shall under no circumstances be liable for any loss, damage, expense or delay to the goods for any reason whatsoever when said goods are in the custody, possession or control of third parties selected by the Company to perform such Services.

V FORCE MAJEURE. Company shall not be liable for any delay in the performance or for nonperformance, in whole or in part, by the occurrence of any contingency beyond the reasonable control of Company, including, but not limited to, fires, floods, labor trouble, strikes, break-downs, riots, embargo, the regulation, order, or requirement of any government, war (whether an actual declaration thereof is made or not), failure or delay in transportation by fire, flood, or act of any government or any agency or subdivision thereof affecting the terms of this Agreement or otherwise, judicial action, accident, explosion, storm or other acts of God. Any such delays shall excuse Company from performance and Company's time for performance shall be extended for the period of delays and for a reasonable period thereafter.

VI. INDEMNIFICATION AND RELEASE. Purchaser releases and shall hold harmless and fully indemnify Company, its officers, directors, shareholders, agents, and employees, from and against any claims, costs, damages, losses or liability (including attorneys fees) arising out of or suffered in connection with (i) any contract or arrangement entered into by Company on behalf of Purchaser; (ii) any duty, tax, tariff or other assessment imposed or levied by any governmental authorities or by any authority of proper jurisdiction, (iii) any payments, fines, expenses, loss or damage

incurred or sustained by Company, (iv) handling or storing Dangerous Goods, or (v) a n y breach by Purchaser of any term of this Agreement

VII. NOTICE OF CLAIM AND FILING OF SUIT.
A. Notice Required Claims by Purchaser and all other persons must be presented

in writing to Company within a reasonable time, and in no event longer than either sixty (60) days after delivery of the goods by Company or sixty (60) days after Purchaser of record or the last known holder of a negotiable warehouse receipt with respect to the goods is notified by Company that loss or injury to part or all of the goods has occurred, whichever time is shorter.

B. Limitation of Actions. No action may be maintained by Purchaser or others against Company for loss or injury to the goods stored unless timely written claim has been given as provided by paragraph A of this Section VII and unless such action is commenced either within nine (9) months after date of delivery by Company or within nine (9) months after Purchaser or the last known holder of a negotiable warehouse receipt with respect to the goods is notified that loss or injury to part or all of the goods has occurred, whichever time is shorter.

C. Notice by Mail. When goods have not been delivered, notice may be given of known loss or injury to the goods by any form of electronic written notice to Purchaser or to the last known holder of the negotiable warehouse receipt Time limitations for presentation of a claim in writing and maintaining of action after notice begin on the date of the mailing of such notice by Company.

VIII. GOVERNING LAW. The validity, construction and performance of this Agreement and the transactions and services to which it relates shall be governed by the laws of the State of South Carolina. The parties hereto irrevocably agree to the exclusive jurisdiction of the state or federal courts in Charleston, South Carolina.

TERMS & CONIDTIONS OF SERVICE
All shipments to or from the Customer, which term shall include the sender, consignor, consignee, transferor or transferee of the shipments, will be forwarded by Neal Brothers, Inc. (Company) at the request of the Customer are subject to the following terms and conditions for such service:
1. Service by Third Parties. The Company assumes no liability as a carrier and is not to be held responsible for any loss, damage, expense or delay to the goods to be forwarded except as provided in paragraph 7 and subject to the limitations of paragraph 8 below, but undertakes only to use reasonable care in the selection of carriers, truckmen, lightermen, forwarders, customs brokers, agents, warehousemen and others to whom it may entrust the goods for transportation, cartage, handling and/or delivery and/or storage or otherwise. When the Company acts as a Warehouseman for the goods, its responsibility is limited in accordance with separate terms and conditions.
2. Liability Limitations of Third Parties. The Company is authorized to select and engage carriers, truckmen, lightermen, forwarders, customs brokers, agents, warehousemen and others, as required to transport shipment, deal with and deliver the goods, all of whom shall be considered agents of the Customer, and the goods may be entrusted to such agencies subject to all conditions as to limitations of liability for loss, damage, expense or delay and to all rules, regulations, requirements and conditions, whether printed, written or stamped, appearing in bills of lading, receipts or tariffs issued by such carriers, truckmen, lightermen, forwarders, customs broker agents, warehousemen and others. The Company shall under no circumstance be liable for any loss, damage, expense or delay to the goods for any reason whatsoever when said goods are in the custody, possession or control of third parties selected by the Company to forward, enter, clear, transport, or render other services with respect to such goods.
3. Choosing Routes or Agents. Unless express instructions in writing are received from the Customer, the Company has complete freedom in choosing the means, route and procedure to be followed in the handling, transportation and delivery of the goods. Notice by the Company to the Customers that a particular person or firm has been selected to render services with respect to the goods shall not be construed to mean that the Company warrants or represents that such person or firm will render such service.
4. Quotations Not Binding. Quotation as to fees, freight charges, insurance premiums or other charges given by Company to the Customer are estimates only, may include quotes from third parties, are subject to change without notice, and shall not under any circumstances be binding upon the Company unless the company in writing specifically undertakes the handling or forwarding of the shipment at a specific rate.
5. Declaring Higher Valuation. Inasmuch as carriers, warehousemen and others to whom the goods are entrusted (“Third Parties”) usually limit their liability for loss or damage unless a higher value is declared and a charge based on such higher value is agreed to by said third party. The Company must receive specific written instructions from the Customer to pay such higher charge based on valuation and the third party must accept such higher declared value. The goods will be delivered to the third party subject to the limit of liability set forth


     

herein paragraph 7-8 below with respect to any claim against the Company and subject to the provisions of paragraph 2 above.
6. Insurance. The Company will make reasonable efforts to obtain theft and casualty insurance upon the goods 
only after specific written instructions have been received by the Company in sufficient time prior to the shipment from the point of origin, and at the same time states specifically the kind and amount of insurance to be placed. Any insurance placed shall be governed by the certificate or policy issued and will only be effective when accepted by such insurance companies or other underwriters. Should an insurer dispute its liability for any reason, the insured shall have recourse against the insurer only and the Company shall not be under any responsibility or liability in relation thereto, notwithstanding that the premium upon the policy may not be at the same rates as that charged or paid to the Company by the Customer. Insurance premiums and the charge of the Company for arranging the same shall be at the Customer’s expense. If for any reason the goods are held in warehouse, or elsewhere, the same will not be covered under any insurance, unless the Company receives written instructions from the Customer. Unless specifically agreed in writing, the Company assumes no responsibility to obtain insurance on any export or import shipment which it does not handle.

7. Limitations of Liability for Loss, etc. (a) The Customer agrees that the Company shall only be liable for any loss, damage, expense, or delay to the goods resulting from negligence or other fault of the Company: such liability shall be limited to an amount equal to the lesser of fifty dollars ($50.00) per shipment or the fee(s) charged for the services, provided that, in the case of partial loss, such amount will be adjusted pro rata; (b) Customer agrees that the Company shall in no event, be liable for consequential, punitive, statutory or special damages in excess of the monetary limit provided for above.

8. Presenting Claims. Company shall not be liable under paragraph 7 for any claims not presented to it in writing within 90 days of either the date of loss or incident giving rise to the claim: no suit to recover for any claim or demand hereunder shall be maintained against the Company unless instituted within six (6) months after the presentation of the said claim or such longer period provided for under statute(s) of the State having jurisdiction of the matter.

9. Advancing Money. The Company shall not be obligated to incur any expense, guarantee any payment or advance any money in connection with the forwarding or transporting of the goods, unless the same is previously provided to the Company by the Customer on demand. The Company shall be under no obligation to advance freight charges on any shipment nor shall any advance to the Company be construed as a waiver of the provisions hereof.
10. Indemnification for Freight Charges. In the event that a carrier or other person makes a claim or institutes legal action against the Company for freight charges or other money due arising from a shipment of goods of the Customer, the Customer agrees to indemnify and hold harmless the Company for any amount the Company may be required to pay such carrier or other person together with reasonable expenses, including attorney fees, incurred by the Company in connection with defending such claim or legal action and obtaining reimbursement from the Customer. The confiscation or detention of the goods by any governmental authority shall not effect or diminish the liability of the Customer to the Company to pay all charges or other money due promptly on demand.
11. C.O.D. Shipments. Goods received with Customer’s or other person’s instructions to “Collect on Delivery” (C.O.D.) by drafts or otherwise, or to collect on any specified terms by time drafts or otherwise, are accepted by the Company only upon the express understanding that it will exercise reasonable care in the selection of a bank, correspondent, carrier or agent to whom it will send such an item for collection, and the Company will not be responsible for any act, omission, default, suspension, insolvency or want of care, negligence, or fault of such bank, correspondent, carrier or agent, nor for any delay in remittance lost in exchange, or loss during transmission, or while in the course of collection.
12. General Lien on Property. The Company shall have a general lien on any and all property (and documents relating thereto) of the Customer, in the Company’s possession; custody or control or en route, for all claims for charges, expenses, or advances incurred by the Company in connection with any shipments of the Customer and if any claim remains unsatisfied for thirty (30) days after demand for its payment is made, the Company may sell at public auction or private sale, upon ten (10) days written notice by registered mail, to the Customer, the goods, wares and/or merchandise, or so much thereof as may be necessary to satisfy such lien, and apply the net proceeds of such sale to the payment of amount due the Company. Any surplus from such sale shall be transmitted to the Customer and the Customer shall be liable for any deficiency in the sale.
13. Compensation of the Company. The compensation of the Company for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by the Company to transport and handle with the goods and such compensation shall be exclusive of any other revenue

received by the Company from carriers, insurers and others in connection with the shipment. In any referral for collection or action against the Customer for monies due to the Company, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee.

14. No responsibility For Government Requirements. It is the responsibility of the Customer to know and comply with the requirements of all federal, state and/or local agencies pertaining to the goods, such as packing, marking, labeling, and documentation. The Company shall not be responsible for action taken or fines or penalties assessed by any governmental agency against the shipment because of the failure of the Customer to comply with the law or the requirements or regulations of any governmental agency or with a notification issued to the Customer by any such agency.

15.Loss, Damage or Expense Due to Delay. Unless the services to be performed by the Company on behalf of the Customer are delayed by reason of negligence or other fault of the Company, the Company shall not be responsible for any loss, damage or expense incurred by the Customer because of such delay. In the event the Company is at fault, as aforesaid, its liability is limited in accordance with the provisions of paragraph 7-8 above.

16. Force Majeure. Company shall not be liable for any delay in the performance or for nonperformance, in whole or in part, due to the occurrence of any contingency beyond the reasonable control of Company, including, but not limited to, fires, floods, labor trouble, strikes, break-downs, riots, embargo, the regulation, order, or requirement of any government, war (whether an actual declaration thereof is made or not), failure or delay in transportation, judicial action, accident, explosion, storm or other acts of God. Any such delays shall excuse Company from performance and Company’s time for performance shall be extended for the period of the delays and for a reasonable period thereafter.

17. Construction of Terms and Venue. The foregoing terms and conditions shall be construed according to the laws of South Carolina.

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