TERMS AND CONDITIONS
Site Use and Content:
You may view, copy or print pages from this site solely for personal, noncommercial purposes. You may not otherwise use, modify, copy, print, display, reproduce, distribute or publish any information from this site without the express written permission of Assured Logistics Enterprise LLC. At any time Assured Logistics Enterprise LLC may, without notice, make changes to this site or to the services or products described in this site. This site is copyrighted by Assured Logistics Enterprise LLC (“ALE”).
By submitting your account information, including address, telephone number, fax number, and email address, you consent to receive business communications from us via all methods. After ALE’s work for you is complete, your personally identifiable information will be maintained for business and accounting purposes.
ALE reserves the right to issue to Client a username and password, and if so issued, the Client and/or the Client’s authorized representative or administrator assumes the responsibility to safeguard the username and password to protect Client’s account. The Client understands and agrees that ALE will not be held liable for the unauthorized use or misuse of any Client username or password. The issuance of a username and password does not constitute a license to access portions of the site that are not normally accessible to customers and Client agrees that Client shall not access portions of the site that are not intended for customers to place service orders. Access to and use of password protected and/or secure areas of shipwithale.com is restricted to authorized customers only. Unauthorized individuals attempting to access these areas of the shipwithale.com system may be subject to prosecution. Except as otherwise provided herein, Client is responsible for the confidentiality and use of Client’s User name and password. Client agrees to notify ALE promptly of any loss, theft, or unauthorized use of Client’s User Name and password.
Client is responsible for the content of Client’s transmissions to the shipwithale.com system. Client’s use of the shipwithale.com system is subject to all applicable local, state, national and international laws and regulations. Client agrees: (1) to comply with U.S. law regarding the transmission of technical data and (2) Agrees not to use the shipwithale.com system for illegal purposes.
The shipwithale.com system makes use of the Internet to send and receive data. In the event Client accesses shipwithale.com via the Internet, Client agrees to be subject to applicable Internet regulations, policies and procedures.
Client agrees not to enter or transmit to shipwithale.com any false, inaccurate, misleading, fraudulent, unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material of any kind. Client agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law. ALE will fully cooperate with any law enforcement authority or court order requesting or directing ALE to disclose the identity of anyone posting such information or material.
Attempts to gain unauthorized access to shipwithale.com are prohibited. Client agrees not to interfere with another customer’s use of shipwithale.com through any means, including denial of service, theft of confidential information or other misuse of the shipwithale.com system.
Client understands that the shipwithale.com system is currently being offered on a complimentary basis, and that Client uses shipwithale.com at its sole discretion. ALE shall have no liability for any service interruption, data transmitted or data received. ALE shall have no liability for any actions taken, or interpretations made, by Client as a result of receiving or not receiving information from shipwithale.com.
ALE will not be required to maintain a copy of any data transmitted, received or produced by Client. Client acknowledges that it is solely liable for any loss of any message or data transmitted, received or produced through the use of shipwithale.com.
It is understood and agreed by Client that all intellectual property rights in the computer programs utilized by ALE in relation to the shipwithale.com system, and the technology, skill and information relating to the effective use thereof, are either licensed to, or are the property of, ALE, and nothing contained herein shall be deemed to convey any title or ownership interest whatsoever therein to the Client.
Links to Other Sites:
This site may include hyperlinks to websites maintained or controlled by third parties. Assured Logistics Enterprise LLC is not responsible for and does not endorse the contents of, use of, or any of the products or services offered in these third-party sites. Further, Assured Logistics Enterprise LLC has no claim or ownership interest in any trademarks, trade names, or service marks owned and protected by third parties.
As the user of this website, you assume all responsibility and risk for the use of this server and the Internet generally. Assured Logistics Enterprise LLC disclaims all warranties, representations or endorsements, express or implied, with regard to the information accessed from or via this server or the Internet. In no event shall Assured Logistics Enterprise LLC be liable for any special, indirect, or consequential damages or any damages whatsoever resulting from loss of use, loss of data, or loss of profits arising out of or in connection with the use or performance of the information on this server or the Internet generally. Assured Logistics is not responsible for any damages incurred, consequential or otherwise, due to technical inaccuracies or typographical errors on this server. Assured Logistics has the right to make changes and updates to any information contained within this server without notice and has the right to take this server out of service without prior notice.
Assured Logistics does not warrant that the information on this server or on the Internet generally will be uninterruptible or error free or that any information, software or other material accessible from this server is free of viruses or other harmful components.
The Assured Logistics name, service, and service marks as identified in this site are trademarks or service marks of Assured Logistics Enterprise LLC. All other products or services of other companies referenced in this site, if any, are the trademarks or service marks of their respective owners.
Assured Logistics Enterprise, LLC, together with its affiliates, subsidiaries, divisions, officers, employees and agents are collectively referred to herein as “ALE.” ALE may be referred to as the “Carrier,” “Warehouse,” “Warehouseman,” or “Service Provider.”
“Client” shall refer to any person, entity or organization that enters into an agreement with ALE, and any other person, entity or organization that retains ALE to collect, deliver, handle, place, position, relocate, transport, store, pack, crate, rig, condition, appraise, catalog, inventory, and/or otherwise provide any Services. Client shall also include any person or organization that represents itself as an agent or representative of the Client and or any direct or indirect owner of the Property in whole or in part. Client shall ensure that any person or organization that represents itself to be an agent or representative of the Client and or owner of Property comply with ALE’s terms and conditions and that Client shall be responsible to ALE for damages resulting from any breach of ALE’s terms and conditions by such agent or representative and shall be liable to ALE with the same effect as if Client breached ALE’s terms and conditions itself.
“Consignee” is the person or parties who receive the Property from ALE or ALE’s subcontractors or agents.
“Contents” shall refer to any items, excluding Property, including but not limited to fine and decorative arts, antiques, furnishings, equipment and household goods located at Premises.
“Declared Value” is the value of the Property declared by Client when seeking to increase ALE’s limitation of liability which will result in a higher rate being changed for ALE’s Services. The declared value must appear on the face of the applicable Waybills, Bills of Lading or Warehouse Receipts, and/or the appropriate forms attached to the Storage Agreement and Professional Service Agreement and may only be entered by employees of ALE.
“Estimates” shall refer to quotations by ALE as to fees for Services and/or other charges.
“NVD” means no value declared when the Client consigns the Property for Services by ALE and does not declare a value for Property; thus releasing ALE to a limitation of liability of $0.50 per pound as set forth below.
“Premises” shall refer to the structure, fixtures and fittings at any location other than the facilities maintained by ALE, including but not limited to the location where the Services are being performed, the Client’s residence or place of business, Consignee’s residence or place of business, and or any location where ALE receives and or delivers Property and or performs Services.
“Professional Services Agreement” means a written agreement between ALE and Client for the performance of Services related to Client’s Property.
“Property,” also referred to as “Cargo,” “Goods,” “Freight,” or “Objects” are items in whole or in part, in packed or unpacked state, including but not limited to fine and decorative arts, antiques, and household goods that are tendered to ALE for any reason whatsoever including but not limited to handling, placement, transportation, storage, packing, crating, rigging, conditioning, cataloging, inventorying, appraising and or any other related services.
“Services” shall refer to any and all work performed by ALE for a Client, including but not limited to storage, transport, carriage, handling, movement, collecting, receiving, delivering, placement and securing of Property, as well as construction and repair of crates and other storage or travel containers for Property.
“Shipper” shall refer to any person or organization that consigns Property for transport, carriage, packing and related services.
“Storage Agreement” means a written agreement between ALE and Client for storage of Client’s Property in private room or custodial storage space within an ALE facility.
“Subcontractors” shall refer to any third parties retained by ALE to perform Services.
Authorization and Subcontracting:
Client authorizes ALE to make, endorse, and sign bills of lading, waybills, warehouse receipts, and/or other necessary or required documentation in connection with the transportation, storage, and/or handling of Property, in the name, place and stead of Client. Moreover, Client acknowledges and agrees that ALE and/or its authorized agents may subcontract the performance of Services to third parties and/or subcontractors and hereby authorizes ALE and/or its authorized agents to hire, retain, and or otherwise appoint third parties and subcontractors, including but not limited to domestic and international carriers, indirect air carriers, freight forwarders, and/or warehousemen to perform and transact business on behalf of Client in the name, place and stead of Client. When third parties and/or subcontractors physically handle Property or provide Services, they do so subject to the Limitations of Liability set forth herein.
Term for Storage:
The terms of storage shall be set forth in a Storage Agreement. Absent such a written agreement, storage for Property is provided by ALE on a month to month basis at ALE’s prevailing rate. The month to month terms will automatically renew, unless terminated by either party, in writing on thirty (30) days written notice, which notice shall state the date of termination. An acknowledgement of the notice of termination by the other party is required.
Storage Period and Charges:
All storage periods and charges shall be set forth in the Storage Agreement between Client and ALE. However, in the event that Property is stored without a Storage Agreement the following terms shall apply to such storage:
(a) All charges for storage are determined based on size, quantity, dimension, or storage space required, as well as the Declared Value, if applicable.
(b) Storage charges become applicable upon the date that ALE accepts care, custody and control of the Property, regardless of unloading date or date of issue of the Warehouse Receipt(s).
(c) A full month’s storage charge will apply to all Property received between the first and the 15th, inclusive, of a calendar month; one-half month’s storage charge will apply to all Property received between the 16th and last day, inclusive, of a calendar month, and a full month’s storage charge will apply to all Property in storage on the first day of the next and succeeding calendar months.
(d) The monthly storage charges shall increase by 6% per annum from the commencement date (rounded to the nearest whole cent).
Deposit: The Client shall pay, as part of its first storage invoice, a charge for the first month storage fee, plus a deposit to be determined at the time of the estimate.
Charges for Services other than Storage:
The Client shall pay charges for Services other than storage pursuant to ALE’s current rates (per ALE’s effective Rate Sheet, available upon request) within thirty (30) days of the date of ALE’s invoice for Services. Such rates are quoted subject to change at any time by written notice from ALE to the Client. Such changes are to be effective at the beginning of the following month.
Shipments will be picked up at a dock or through one door on the ground floor. Assured Logistics may use a box truck equipped with a lift-gate. The estimate is based on a one-person pickup. If the shipper is unable to assist the driver with overweight or oversize items, we may supply a second person. Please contact us if you require additional personnel. Additional charges may apply. With the condition of stairs or other obstacles at the pickup location, additional charges may apply.
The consignee may be contacted, by phone, to set up a delivery day. Deliveries are typically made in the morning, Monday through Friday with a four-hour window. To keep shipping costs to a minimum, delivery is based on a one-person delivery to the door of the ground floor or to the
tail end of the truck when cargo is oversize/weight. Items that weigh more than 100 pounds or are oversize will be considered delivered to the tailgate of the truck. The consignee will be responsible for unloading and should have the proper help at the delivery site. When the consignee cannot unload, you must contact us immediately for other arrangements made prior to shipping or delivery. We can usually provide any level of service that you require, including a second person, uncrating, inside delivery, lift-gate, and other services. Please note that these services will require an additional charge above the quoted amount. If the consignee lives in an area where delivery by a large truck is prohibited, contact us immediately. Additional charges may apply.
You should declare the full value of each piece to be shipped. Full value can be defined as the amount you have paid for the piece or current market value if you have a recent appraisal. In the event of a claim, your payment will be based on the amount or the percentage of the value that you have declared. We can only insure items that have been packed by ALE. Pre-packed goods can only be insured for theft or loss of an entire package. For complete details on our insurance coverage please read all the Terms & Conditions on the front and back of our house bill. You will be required to accept these terms and conditions prior to shipping with ALE.
All charges are non-refundable and must be paid in full before your goods are shipped. When a shipment is refused by the consignee, return freight and other applicable charges are not the responsibility of Assured Logistics. Return charges must be paid in advance. Quoted and actual prices may vary after verification of size, weight and value, or when additional special services requested. Please do not hesitate to contact Assured Logistics; call 1-800-824-7952 with any questions or concerns.
Late Charges and Other Fees:
If Client’s charges are not paid on or before the due date, Client shall be liable for late charges at a rate of 1.5% per month of the outstanding balance until all amounts due have been paid, together with all expenses incurred by ALE in collection, including reasonable attorneys’ fees and expenses. It is further understood and agreed that the Client shall pay a charge of $50.00 for any dishonored check, whether same is issued on a closed account or insufficient or uncollected funds. ALE reserves the right to refuse payment by check at any time. Client further agrees to pay all wiring and bank fees incurred as part of the invoice settlement process. ALE reserves the right to apply processing fees for credit card paying clients.
Additional fees will also apply if the Client provides ALE inaccurate information regarding the transaction, such as the wrong measurements, inaccurate weight, too few or too many people needed for the job, or the wrong address is given for pick up or delivery.
LIMITATIONS OF ALE’S LIABILITY: THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE AN INTEGRAL PART OF THESE TERMS AND CONDITIONS AND THE RATES CHARGED REFLECT SUCH LIMITATIONS.
SUBJECT TO AND LIMITED BY THE PARAGRAPHS STATED BELOW IN THIS “LIMITATIONS OF ALE’S LIABILITY” SECTION, ALE IS RESPONSIBLE FOR PHYSICAL LOSS OF OR DAMAGE TO THE PROPERTY.
WHERE ALE HAS EXERCISED REASONABLE CARE, CLIENT AND ALE AGREE THAT ALE SHALL NOT BE LIABLE FOR: (I) ANY LOSS OR DAMAGE TO PROPERTY OR EXPENSE DIRECTLY OR INDIRECTLY CAUSED BY OR CONTRIBUTED TO, OR ARISING FROM WEAR AND TEAR, GRADUAL DETERIORATION AND INHERENT DEFECT OR ANY PRE-EXISTING CONDITION OF THE PROPERTY; OR (II) ANY LOSS OR DAMAGE TO THE PROPERTY THAT: (A) IS CAUSED BY OR RESULTING FROM WORK DONE IN THE COURSE OF ANY REFINISHING, RENOVATION, REPAIRING OR RESTORING PROPERTY; (B) IS/ARE: ACCOUNTS, BILLS, DEEDS, EVIDENCE OF DEBTS, LETTER OF CREDIT, PASSPORTS, TICKETS, DOCUMENTS, NOTES, SECURITIES, CURRENCY, MONEY OR BULLION; (C) IS CAUSED BY IONISING RADIATIONS FROM OR CONTAMINATION BY RADIOACTIVITY FROM ANY NUCLEAR FUEL OR FROM ANY NUCLEAR WASTE OR FROM THE COMBUSTION OF NUCLEAR FUEL; (D) IS CAUSED BY THE RADIOACTIVE, TOXIC, EXPLOSIVE OR OTHER HAZARDOUS OR CONTAMINATING PROPERTIES OF ANY NUCLEAR INSTALLATION, REACTOR OR OTHER NUCLEAR ASSEMBLY OR NUCLEAR COMPONENT THEREOF; (E) IS CAUSED BY ANY WEAPON OR DEVICE EMPLOYING ATOMIC OR NUCLEAR FISSION AND/OR FUSION OR OTHER LIKE REACTION OR RADIOACTIVE FORCE OR MATTER; (F) IS CAUSED BY RADIOACTIVE, TOXIC, EXPLOSIVE OR OTHER HAZARDOUS OR CONTAMINATING PROPERTIES OF ANY RADIOACTIVE MATTER; (G) IS CAUSED BY ANY CHEMICAL, BIOLOGICAL, BIO-CHEMICAL, OR ELECTROMAGNETIC WEAPON; (H) IS DIRECTLY OR INDIRECTLY OCCASIONED BY, HAPPENING THROUGH OR IN CONSEQUENCE OF WAR, INVASION, ACTS OF FOREIGN ENEMIES, HOSTILITIES (WHETHER WAR BE DECLARED OR NOT), CIVIL WAR, REBELLION, REVOLUTION, INSURRECTION, MILITARY OR USURPED POWER (OTHER THAN WHILE IN THE COURSE OF OVERSEAS TRANSIT) OR CONFISCATION OR NATIONALIZATION OR REQUISITION OR DESTRUCTION OF OR DAMAGE TO PROPERTY BY OR UNDER THE ORDER OF ANY GOVERNMENT OR PUBLIC OR LOCAL AUTHORITY; (I) IS DIRECTLY OR INDIRECTLY CAUSED BY OR CONTRIBUTED TO OR ARISING FROM THE USE OR OPERATION, AS A MEANS FOR INFLICTING HARM, OF ANY COMPUTER, COMPUTER SYSTEM, COMPUTER SOFTWARE PROGRAM, MALICIOUS CODE, COMPUTER VIRUS OR PROCESS OR ANY OTHER ELECTRONIC SYSTEM; OR (J) IS DIRECTLY OR INDIRECTLY CAUSED BY OR CONTRIBUTED TO OR ARISING FROM AN ACT OF TERRORISM WHETHER CERTIFIED OR NOT UNDER THE TERRORISM INSURANCE ACT OF 2002 AS AMENDED.
IN CONSIDERATION OF THE RATES CHARGED, IT IS AGREED THAT ALE’S LIABILITY FOR LOSS OR DAMAGE TO PROPERTY SHALL BE LIMITED TO $0.50 PER POUND AS DETERMINED BY THE ACTUAL WEIGHT OF THE UNWRAPPED PROPERTY; PROVIDED, HOWEVER, THAT SUCH LIMITATION MAY BE INCREASED UPON WRITTEN REQUEST BY CLIENT. CLIENT ACKNOWLEDGES THAT CLIENT HAS BEEN PROVIDED WITH THE OPPORTUNITY TO INCREASE
THE EXTENT OF THE LIABILITY BEING ASSUMED BY ALE BY DECLARING A VALUE FOR THE PROPERTY, WHICH WILL RESULT IN A HIGHER RATE BEING CHARGED. IF CLIENT DOES NOT DECLARE A VALUE FOR THE PROPERTY ACCEPTED BY ALE, IT SHALL CONSTITUTE AN AGREEMENT TO LIMIT ALE’S LIABILITY TO $0.50 PER POUND.
EXCEPT WITH RESPECT TO CLIENT’S INDEMNITY OBLIGATIONS UNDER HERUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF MARKET OR DELAY INCLUDING BUT NOT LIMITED TO ANY SUCH DAMAGES WHICH MIGHT ARISE FROM THE LOSS OR DAMAGE TO THE PROPERTY, EVEN IF SUCH CONSEQUENTIAL OR SPECIAL DAMAGES MIGHT HAVE BEEN CONTEMPLATED OR FORESEEABLE BY THE PARTIES AT THE TIME OF CONTRACTING.
ALE SHALL HAVE NO LIABILITY WHATSOEVER IN THE EVENT THAT ANY REPRESENTATION MADE BY THE CLIENT REGARDING THE PROPERTY, INCLUDING BUT NOT LIMITED TO ANY REPRESENTATION REGARDING ANY DECLARED VALUE OR ANY REPRESENTATION IN CONNECTION WITH ANY CLAIM AGAINST ALE IS MADE KNOWING THAT SUCH STATEMENT IS FALSE OR FRAUDULENT AS TO AMOUNT OR OTHERWISE.
IN THE EVENT AN ITEM OF PROPERTY IS NOT COMPLETELY LOST OR DESTROYED, THE EXTENT OF ALE’S LIABILITY FOR SUCH LOSS OR DAMAGE SHALL BE LIMITED TO THE DIMINUTION OF VALUE RESULTING FROM SUCH LOSS OR DAMAGE, NOT TO EXCEED $0.50 PER POUND, OR, IN THE EVENT SUCH ITEM IS THE SUBJECT OF A DECLARED VALUE ELECTION BY THE CLIENT WHICH HAS BEEN APPROVED BY ALE, NOT TO EXCEED THE DECLARED VALUE AMOUNT OF SUCH ITEM.
IN THE EVENT ANY PORTION OR PART OF THE PROPERTY IS LOST, DAMAGED OR DESTROYED, WHICH NECESSARILY EFFECTS THE VALUE OF THE REMAINING PORTION(S), AT THE OPTION OF THE CLIENT, (1) ALE AGREES TO PAY THE VALUE OF THE ENTIRE PROPERTY AND THE CLIENT AGREES TO SURRENDER THE DAMAGED AND SOUND PORTIONS TO ALE OR (2) THE MEASURE OF LOSS OR DAMAGE TO SUCH ARTICLE OR ARTICLES SHALL BE THE REASONABLE AND FAIR PROPORTION OF THE TOTAL VALUE OF THE PAIR, SET OR WHOLE OBJECT, CONSIDERATION BEING GIVEN TO THE IMPORTANCE OF SAID ARTICLE OR ARTICLES. FOLLOWING THE PAYMENT OF THE VALUE FOR ANY ITEM, PAIR OR SET, ALE WILL BECOME THE FULL OWNERS AND RESERVE THE RIGHT TO TAKE POSSESSION OF THE ITEM, PAIR OR SET.
ALE SHALL NOT BE LIABLE TO PAY ANY LOSS OR CLAIM TO THE EXTENT SUCH PAYMENT WOULD EXPOSE ALE TO ANY SANCTION, PROHIBITION OR RESTRICTION UNDER UNITED NATIONS RESOLUTIONS OR THE TRADE OR ECONOMIC SANCTIONS, LAWS OR REGULATIONS OF THE EUROPEAN UNION,
UNITED KINGDOM OR UNITED STATES OF AMERICA, INCLUDING, BUT NOT, LIMITED TO ANY SANCTIONS ADMINISTERED AND ENFORCED BY THE UNITED STATES TREASURY DEPARTMENT’S OFFICE OF FOREIGN ASSET CONTROL.
Neither party shall be liable for any delay or failure to perform caused by acts of God, governmental actions, labor unrest, acts of terrorism, riots, unusual traffic delays or other causes beyond its reasonable control. Requests for Release, Delivery, and Services: Any requests by Client concerning the release, delivery, or for any other Services to be performed in connection with the Property must be made in writing, and subject to these Terms and Conditions, and any other relevant terms and conditions set forth in the Storage Agreement, Professional Services Agreement, or any other agreement between Client and ALE.
Client agrees that its access to ALE’s facilities will be restricted, and that Client must be accompanied by ALE personnel while in ALE’s facilities. Pursuant to applicable restrictions, ALE only allows the Client and the Client’s expressly authorized and previously identified agents, employees or assigns to access the Client’s Property or private space. ALE does not allow any other persons, including, but not limited to, other logistics companies or outside art handlers, to enter ALE’s warehouse under any circumstances.
Rules and Regulations:
ALE has certain Rules and Regulations (which are subject to change) necessary for the operation of the Warehouse. Client and Client’s previously identified agents, employees or assigns shall familiarize themselves with said Rules and Regulations from time to time and abide by them. Said rules are incorporated herein by reference. Viewing rooms may be leased for use as Client work space.
ALE makes no warranties, express or implied as to any Service, unless expressly so stated and agreed by ALE.
Ownership Warranty: Client warrants that it is the owner or legal custodian of the Property, and has full authority to direct ALE to perform Services in accordance with these Terms and Conditions. Client shall reimburse ALE for any expenses reasonably incurred by ALE (including reasonable attorneys’ fees) by reason of (i) ALE’s compliance with the instructions of Client in the event of a dispute concerning the ownership, custody or disposition of Property, and (ii) any misrepresentation by Client as to its ownership or legal right to possess and control the Property.
Prohibited Property: The following types of freight shall not be stored or transported by ALE under any circumstance: contraband or illegal substances; firearms or ammunition; explosive, chemical, noxious or dangerous Property; livestock; plants; or hazardous Property. The act of consigning items of these types to ALE, whether by Client or other person or entity acting with or without knowledge of the Client, shall entitle ALE to recover any and all costs for fines, penalties, legal fees, damage to ALE equipment and/or personal injury and compensation to ALE employees. The Client also shall be liable for and indemnify ALE against all loss or damage to other Property or persons caused by said dangerous Property. ALE is at liberty to dispose of any items consigned with or associated with said dangerous Property at any time and place deemed appropriate by ALE with disposal charges billable to the Client. ALE cannot be held responsible and shall remain exempt from liability for physical damage to Property, or loss caused by delay of delivery, when conditions beyond ALE’s control are encountered during storage or transit such as: extreme weather and/or changes in temperature, acts of nature and God; breakdown or mechanical defect of vehicles or equipment; faulty or impassable highway; lack of capacity of roadway structures; highway obstruction or closure due to official action; civil disobedience, riots, strikes or lockouts; and/or illegal or unlawful actions.
Indemnity and Hold Harmless:
To the fullest extent allowed by law, Client shall defend, indemnify and hold ALE harmless from and against any and all claims, liabilities, damages, losses and judgments, incurred or brought by third parties, including attorneys’ fees and costs and expenses incident thereto, which may be incurred by or recoverable from ALE by reason of injury to or death of any person or damage to any Property by reason of any quality or condition of Client’s Property, or from the fault, willful misconduct or negligence of the Client, its officers, agents, subcontractors or employees even where such injury, death or property damage results in part from ALE’s performance of Services.
Third Party Beneficiary Indemnity:
Except as expressly provided herein, no person other than Client and ALE shall have any right or privilege hereunder, and Client shall indemnify and hold ALE harmless for claims brought by third party privies of Client against ALE whenever such claims, arising out of loss or damage to Property transported or stored hereunder, exceed the limitations of liability for Property as provided above.
Waiver of Subrogation:
To the extent permitted by law, Client hereby waives all rights of subrogation against ALE, its officers, members, agents and employees, occurring and or arising out of any loss or damage to Property, Contents or Premises to the extent such loss or damage is covered by insurance. Except with respect to Clients indemnity obligations hereunder, to the extent permitted by law ALE hereby waives all rights of subrogation against Client arising out of any loss or damage to the Property, Contents or Premises. This waiver of subrogation shall be in addition to, and not in limitation or derogation of, any other waiver, release, or limitation of liability contained herein with respect to any loss of, or damage to the Property, Contents or Premises. Inasmuch as the above waiver will preclude the assignment of any aforesaid claim for loss of, or damage to the Property, Contents or Premises by way of subrogation to an insurance company, the Client agrees to immediately furnish its insurers with written notice of the terms of said waiver, and to have all applicable insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waiver of subrogation. All insurance policies covering the Property that the Client has or shall procure shall contain a waiver of subrogation in favor of ALE. Client shall furnish ALE with all applicable insurance policies on request.
Notice of Claims:
Unless otherwise provided herein, all claims for loss, damage or delay must be filed in writing with ALE within nine months after the Client is notified by ALE that loss or damage to the Property has occurred, or after the delivery and receipt of the Property to the Client or anyone on Client’s behalf, or from the date that Client discovers or should have discovered the loss, damage, or delay except that claims for failure to make delivery must be
filed in writing within nine months after a reasonable time for delivery has elapsed. The Client agrees that the aforesaid requirement to file claims in writing with ALE within the prescribed nine-month period shall be a condition precedent to the Client’s right to institute any legal action or proceeding against ALE. The Client further agrees to cooperate with ALE in connection with any such claims providing such relevant information and evidence as may reasonably be required. If required by ALE, the Client must submit to an examination under oath by ALE or its designee.
Filing of Actions: The Client agrees that no legal action or proceedings may be maintained against ALE for loss or damage to the Property, or any breach of these Terms and Conditions or any other agreement between ALE and Client, unless Client is in compliance with its contractual obligations hereunder and notice of such claim was given as set forth above, and unless such action or proceeding is commenced within two (2) years after the claim is denied by ALE. The Client further agrees that these terms and conditions, and all agreements between ALE and Client shall be understood and interpreted in accordance with California law and that California is the exclusive jurisdiction for any and all litigation regarding the relationship between the Client and ALE.
Notice of Loss:
When Property has been lost or damaged, notice thereof may be given by mailing a letter to Client’s address and/or by sending such letter by electronic mail to Client’s email address as set forth in the Storage Agreement, Professional Services Agreement, or otherwise provided to ALE in writing. The time limitation for notice of a claim begins on the date of Customer’s receipt of such notice.
As a condition precedent to recovery, claims for loss, damage or delay during transit must be filed in writing with ALE in accordance with the provisions of the claim filing regulations of the Federal Motor Safety Administration set forth at 49 C.F.R. §370, which regulations are expressly incorporated herein by reference in their entirety. Suits for loss, damage, injury or delay must be commenced against ALE no later than two years from the day when delivery was made or storage was terminated (unless the Carriage of Property by Sea Act (“COPSA”) applies to the shipment and then COPSA’s one-year limitation of time to file suit applies). Where claims are not filed or suits are not instituted thereon in accordance with the foregoing provisions, ALE shall not be liable and such claims shall not be paid.
Proof of Claim:
Payment of claim shall be subject to proof of actual damages suffered. The Client upon request by ALE shall submit a signed and sworn proof of loss within sixty (60) days after it has provided Notice of Loss (unless such period be extended by the written agreement of ALE) stating the time, place and cause of loss, the interest of Client and all others in the Property, the sound value thereof and the amount of loss or damage thereto. In any claim and/or action, suit or proceeding to enforce a claim against ALE, the burden of proving that the loss is recoverable hereunder and that no limitations or exclusions set forth herein apply and the quantum of loss shall fall upon the Client. The Client must hold the Property and its associated packaging or shipping container and its contents, if any, in the same condition they were in when damage was discovered. No claims for loss or damage shall be entertained until all of ALE’s charges have been paid in full. The amount of the claim may not be deducted from the total due and payable charges.
Transportation by Air (or Sea) Only Via Direct or Indirect Air (or Sea) Carriers: If the carriage involves air transport and an ultimate destination or stop in a country other than the country of departure, the Warsaw Convention, Montreal Convention, the Montreal Protocol, and or The Hague Protocol 1955 may be applicable and in most cases limit the liability of ALE in respect of loss or damage to Property. Further, ALE does not provide air or sea transport directly, but the transaction will require the involvement of a third-party air or sea shipment company and that third-party’s shipment rates will be added and the third-party air shipment company’s terms and conditions will apply.
Inspection by Authorities:
If by the order of the proper authorities at any point while in storage or transit, the Property or a container or crate has to be opened to be inspected, ALE shall not be liable for any loss, damage or delay incurred to the Property as a result of such inspection, including the cost of opening, unstuffing, inspection or repacking, which cost shall be recoverable by ALE from the Client as part of ALE’s charges.
Quotations Subject to Change:
Quotations as to fees, rates of duty, freight charges or other charges given by ALE to the Client are for informational purposes only and are subject to change without notice.
Indemnification for Freight Duties, etc.:
In the event that a carrier, other person or any governmental agency makes a claim or institutes legal action against ALE arising from a shipment of Client’s Property, the Client shall indemnify and hold ALE harmless for any amount ALE may be required to pay such carrier, other person or governmental agency together with reasonable expenses, including but not limited to attorneys’ fees, costs, and expenses incurred by ALE in connection with defending such claim or legal action and obtaining reimbursement from the Client. The confiscation or detention of Property by any governmental authority shall not affect or diminish the liability of Client to pay ALE all charges due to ALE for Services.
ALE may not be listed as a “known shipper” on any Customs documents. It is the Client’s duty to provide ALE with all information necessary to comply with all United States Customs and Border Protection regulations including but not limited to the “10+2” Importer Security Filing rules. All penalties incurred for non-compliance shall be the Client’s responsibility. The Client hereby appoints ALE as its Agent to assist with customs clearance and certifies ALE as the nominal consignee for the purpose of retaining a licensed customs broker to perform customs clearance. In some instances, local authorities may require additional documentation confirming ALE’s appointment. It is the Client’s responsibility to provide proper documentation and conformation where required. The Client is responsible for and warrants compliance with all applicable laws, rules and regulations, including but not limited to customs laws; import, export, and re-export laws; and governmental regulations of any country to, from, through, or over which the Client’s Property may be carried. The Client shall furnish such information to ALE as necessary to comply with such laws, rules and regulations. ALE assumes no liability to the Client or any other person or party for any losses or expenses due to the Client’s failure to comply with this provision. The Client is responsible for all charges, including transportation charges, duties, customs assessments, governmental penalties and fines, taxes, and ALE’s attorneys’ fees and legal costs related to the Property.
Client authorizes ALE to act as Forwarding Agent for Client for export control and customs purposes. Client hereby certifies that all statements and information provided to ALE relating to exportation are true and correct. Furthermore, Client understands that civil and criminal penalties, including forfeiture and sale, may be imposed for making false or fraudulent statements; for violation of any United States Laws on exportation, including but not limited to 13 USC Sec. 305, 22 USC Sec. 401, 18 USC Sec 1001, and 50 USC App. 2410; or for the violation of export laws of other countries.
Responsibility for Governmental Requirements: It is the responsibility of the Client to know and comply with the requirements, laws and regulations of any Federal, State and/or local agencies pertaining in any way to Property, including, but not limited to, regulations, laws, and requirements pertaining to marking, classification, licensing, transporting hazardous materials, export controls, and any other transporting, importing, or exporting requirements. ALE shall not be responsible for action taken or fines or penalties assessed by any governmental agency against the Property because of the failure of the Client to comply with the law or the requirements or regulations of any governmental agency or with a notification issued to the Client by any such agency.
Indemnity against Liability Arising from the Importation of Merchandise:
The Client shall indemnify and hold ALE harmless from any claims and/or liability arising from the importation of Property and/or any conduct of the Client which violates any Federal, state and/or other laws or regulations and indemnify and hold ALE harmless against any and all liability, loss, damages, costs, claims and/or expenses, including but not limited to reasonable attorney’s fees, costs and expenses which ALE may hereafter incur, suffer or be required to pay by reason of such claims and/or liability. In the event that any such action, suit or proceeding is brought against ALE, ALE shall give notice in writing to the Client by mail at its address on file with ALE. Upon receipt of such notice, the Client at its own expense, and, at ALE’s discretion, in cooperation with ALE’s designated counsel, shall defend against such action and take all steps as may be necessary or proper to prevent the obtaining of a judgment and/or order against ALE.
ALE Condition Reports:
The Client understands that ALE does not employ fine art conservators and that ALE’s art handlers may during the normal course of their business as warehousemen and motor carriers, issue a condition report for the purposes of noting damages visible to the naked and untrained eye. Said condition report is made without prejudice and is not binding on ALE. Should the Client file a claim or lawsuit against ALE for any reason, ALE reserves its right to retain a fine art conservator or appraiser to inspect the Client’s Property.
General Lien on any Property:
ALE shall have a general and continuing lien on any and all Property (and documents relating thereto) of the Client, either in its actual or constructive possession, custody or control or en route, for all claims for monies owed to ALE, including without limitation charges, expenses or advances incurred by ALE, in connection with any Property of the Client. ALE shall provide written notice to Client of its intent to exercise such lien, the exact amount of monies due and owing, as well as any ongoing storage or other charges; Client shall notify all Parties having an interest in its Property of ALE’s rights and/or the exercise of such lien. Unless, within thirty (30) days after receiving the notice of lien, Client posts cash or a letter of credit at sight, or, if the amount due is in dispute, an acceptable bond equal to 110 percent of the value of the total amount due, in favor of ALE, guaranteeing payment of the monies owed, plus all storage charges accrued or to be accrued, ALE may sell the Property at public or private sale, in accordance with governing law or so much thereof as may be necessary to satisfy such lien, and apply the net proceeds of such sale to the payment of the monies owed to ALE. Any surplus from such sale shall be transmitted to the Client, and the Client shall be liable for any deficiency in the sale.
Default and Remedy:
Pursuant to §§ 7-209 and 7-210 of the Uniform Commercial Code as adopted in the state where the Property is stored, ALE shall have a lien on all Property of Client held at the Warehouse for charges for Services, or any other charges past due or due in the future, and for all expenses necessary and reasonably incurred for the protection of any monies due to ALE. This lien is superior to any other lien or security interest and goes into effect as of the date the Property is brought to the Warehouse. ALE maintains a lien on the Property covered by all applicable warehouse receipt(s), and a lien on all Property, concurrently, or later received by ALE for the account of the Client or of any other persons and organization having an interest in the Property covered by the applicable Warehouse Receipt(s), for all charges for storage or transportation (including demurrage and terminal charges), insurance, labor or other charges, present or future in relation to the Property covered by the applicable Warehouse Receipt(s), and for expenses necessary for the preservation of such Property or reasonably incurred in its sale. ALE also reserves a security interest in all Property above noted (i) for all charges enumerated in the preceding paragraphs which have been incurred since the original date of arrival of said Property as indicated hereon, to the extent that said charges are not secured by a valid lien, and (ii) for advances made, interest thereon and liabilities incurred as indicated herein. When any amounts, for which ALE has reserved a security interest, have remained due and unpaid for 90 days, the Client shall be deemed to be in default so as to authorize ALE to dispose of the Property, at its option, in the enforcement of the said security interest. All Property subject to the lien or to the security interest, and all Property, the removal of which has been required, may be disposed of in any manner and by any procedure then authorized by the laws of the State in which the Property is stored by ALE. ALE has this lien in full force and effect should Client cause any of the following to occur: failure to pay charges; failure to pay any other charges; abandonment; failure to execute a vacate/release form; or failure to comply with any term or condition contained herein or any of ALE’s Rules and Regulations.
If the Client should be in default of any provisions hereof, or fail to pay any charges when due, ALE has, in addition to all other rights and remedies, as provided by law, at ALE’s option or if ALE after giving ten (10) days written notice to the Client (which notice shall be deemed to be given by ALE by mailing same, postage prepaid, at the last known address of the Client) may at his option take any of the following acts:
(a) Make any demand or give any notice as may be required by law. Should Client fail to comply with such demand or notice within the time required by law if any, ALE may terminate all agreements with Client.
(b) ALE shall have the right to refuse Client’s access to the storage space.
(c) ALE shall have the right to overlock and/or remove the Client’s lock on the door of the space (if applicable). However, there is no requirement that ALE give any notice in order to avail this self-help measure which the Client agrees is valid and reasonable.
(d) ALE shall have the right, but not the duty, to inventory such Property and charge the Client for the reasonable cost of such inventory.
(e) ALE shall have the right to dispose of or sell the Property contained in the space to any person by public or private sale in block or in parcels, at any time or place, and on any terms which are commercially reasonable, pursuant to Sections 7-209 and 7-210 of the Uniform Commercial Code as adopted in the state where the Property is stored.
ALE shall apply the proceeds of such a sale only to the Client’s indebtedness to ALE and shall hold any proceeds over and above, if any, the amount owed by the Client to ALE in account for the benefit of the Client. Upon written demand, the excess, if any, shall be returned to the Client without interest. ALE shall hold such proceeds for a period not to exceed two years, and it is specifically understood that the proceeds of such sale shall first pay for the costs of sale and subsequent to the costs of sale, the payment of any charges or any other charges.
The Client shall pay all costs and expenses, including reasonable attorneys’ fees, reasonable service charges and processing charges of ALE, in enforcing any action or any term contained herein.
Tender for Storage and Handling:
Each tender of Client’s Property to ALE for storage constitutes a separate tender and ALE may reject subsequent tenders of Property whether identical or not. ALE may also reject any tender of Property which does not conform to all terms (including dimension, weight, quantity, and description) of the quotation issued by ALE. All Property shall be delivered to ALE properly marked and packed for handling and storage. Unless arranged for in advance by the Client in writing, the Property may be placed in general storage without regard humidity or temperature conditions and without responsibility for Property that may be sensitive to temperature and or changes in temperature. The Client shall furnish prior to delivery to ALE a manifest showing marks, brands, or sizes of the Packages to be kept and accounted for separately and the type of storage desired. The contents of the packages, containers or the Property referred to on the face of the Warehouse Receipt, Waybill or Bill of Lading will not be inspected by ALE for condition, form, color, or for concealed loss, damage, or leakage. ALE shall handle, store and deliver Property in the packages, crates, and containers in which the Property was originally received. When deterioration or failure of packages, crates, or containers requires, ALE may, at its discretion and without obligation, repackage the contents and charge Client for labor and materials. ALE accepts no responsibility for such repair or replacement.
Handling and Handling Charges:
Client shall specify the means and methods for handling of Property. Absent specific instructions, ALE undertakes to handle Property using its customary methods and equipment which are subject to change at its discretion. However, as noted herein, ALE will not perform certain services without written instructions and approval from Client. The handling charges include, among other things, the labor involved in receiving Property at Warehouse, placing Property in storage, retrieving Property, and any other Services relating to
the Property. Any additional expenses incurred by ALE in receiving and handling damaged Property, and additional expense in unloading from or loading into cars or other vehicles not at the Warehouse loading area will be charged to the Client. Property handled at Clients request outside regular business hours shall be subject to an additional charge.
Release of Property:
Unless the Client is in default of its payment obligations hereunder, ALE shall release any or all of the Property in storage and in accordance with written instructions from the Client. The Client shall give ALE reasonable prior written notice of each delivery or removal of Property.
Abandonment of Stored Property: If Client vacates a private room prior to the expiration of the then current storage term, it shall remain responsible for all applicable charges for the months remaining in such storage term until said room is re-rented. ALE shall utilize its reasonable efforts to re-rent the room upon discovery of the abandonment. However, the Client shall nonetheless remain responsible for all charges that accrue during the months remaining in the current storage term until said room is re-rented to another client.
Transfer, Termination of Storage, Removal of Property:
(a) ALE reserves the right to, without notice, relocate Property to any ALE facility and/or move Property within any ALE facility, at its expense.
(b) ALE may, upon written notice to the Client, without cause, require the removal of any Property by the end of the next succeeding storage month.
If Property is not removed before the end of the next succeeding storage month, ALE may sell it in accordance with applicable law.
Delivery Requirements: No Property shall be delivered or transferred from ALE’s facility except upon receipt by ALE of written direction from persons authorized to act on Client’s account.
ALE may terminate its relationship with Client at its discretion upon sixty (60) days written notice to Client. Upon the termination of the relationship with Client for any reason, the Client shall immediately pay ALE all amounts due for Services performed up to and including the date of termination.
Non-Solicitation of ALE Employees: During the term of each agreement for Services and for a period of one (1) year thereafter, Client agrees to refrain from directly or indirectly soliciting to work for Client as an employee or contractor, any individual assigned to perform Services for Client and or who is an employee of ALE or was an employee of ALE at any time during the previous six (6) months, unless ALE terminated the employment of such employee. In the event that this covenant is violated, the Client shall pay ALE liquidated damages of $5,000.00 per violation. Client shall advise its agents and representatives of this restrictive covenant and shall be responsible for liquidated damages of $10,000.00 per violation of this restrictive covenant by its agents and representatives. Moreover, if any ALE employee leaves the employ of ALE to work for Client or any agent or representative of Client, as an employee or contractor, after being directly or indirectly solicited by Client or any agent or representatives of Client, in violation of this restrictive covenant, Client shall pay ALE liquidated damages of $100,000 commensurate with the loss of each ALE employee to Client or any agent or representative of Client.
In the event any paragraph(s) and/or portion(s) hereof are found to be invalid and/or unenforceable, the remainder hereof shall remain in full force and effect.
Governing Law; Waiver of Jury Trials:
These Terms and Conditions of service and the relationship of ALE and Client shall be construed according to the laws of the state of California and California shall be the exclusive jurisdiction for any and all litigation between the Client and ALE regarding this relationship and/or agreement(s). The parties expressly waive any right to a jury trial regarding disputes related to this Agreement.