Warehouse Storage Agreement Template

"Agreement" means this Warehouse Storage Agreement, including any written amendments executed by both Parties in accordance with its terms.

"Business Day" means any day other than a Saturday, a Sunday, or a public holiday in [Jurisdiction of Warehouse Facility], on which commercial banks are generally open for business.

"Dedicated Space" means the defined area of the Warehouse Facility, measuring approximately [Area or Number of Pallet Positions], designated by the Warehouse Operator for the exclusive storage of the Client's Goods during the Term.

"Goods" means the items of personal property, including their packaging, pallets, and containers, that are tendered by or on behalf of the Client to the Warehouse Operator and accepted for storage under this Agreement, as further described in the Permitted Goods Description.

"Permitted Goods Description" means the description of categories of goods that the Client is authorized to store in the Dedicated Space, being [Description of Permitted Goods].

"Hazardous Goods" means any goods that are explosive, flammable, corrosive, toxic, radioactive, infectious, oxidizing, environmentally harmful, or otherwise dangerous or regulated as hazardous under applicable law, or that may reasonably be expected to endanger persons, property, or the environment.

"Nonconforming Goods" means any goods that are not within the Permitted Goods Description, that exceed the capacity of the Dedicated Space, that are improperly packaged, labeled, or documented, or that otherwise fail to comply with this Agreement.

"Monthly Fee" means the fixed monthly fee payable by the Client for the Dedicated Space, in the amount of [Amount and Currency] per month, as adjusted in accordance with this Agreement.

"Initial Term" means the fixed period of [Number] months commencing on the Commencement Date.

"Commencement Date" means [Commencement Date].

"Renewal Term" means each successive period of [Number] months for which this Agreement is automatically renewed pursuant to its terms.

"Term" means the Initial Term together with any Renewal Terms.

"Warehouse Facility" means the warehouse located at [Warehouse Address], or any replacement facility designated in accordance with this Agreement.

"Warehouse Receipt" means any receipt, delivery acknowledgment, or document issued by the Warehouse Operator confirming the receipt of Goods for storage.

"Release Order" means a written instruction issued by the Client or its Authorized Representative, in the form required by the Warehouse Operator, directing the release or delivery of Goods.

"Authorized Representative" means any individual designated in writing by the Client and acknowledged by the Warehouse Operator as authorized to deliver Goods, issue Release Orders, or collect Goods on the Client's behalf.

"Force Majeure Event" has the meaning given to it in the section of this Agreement entitled Force Majeure.

Unless the context otherwise requires, headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; the word "including" means "including without limitation"; and references to a "person" include natural persons, corporations, partnerships, and other legal entities.

References to "written" or "in writing" include email, except where this Agreement expressly requires formal notice, and references to a section are to a section of this Agreement. In the event of ambiguity, this Agreement shall be construed as if drafted jointly by the Parties and no presumption shall arise against either Party by virtue of authorship.

The Client hereby appoints the Warehouse Operator, and the Warehouse Operator hereby accepts such appointment, to provide storage services for the Goods in the Dedicated Space at the Warehouse Facility on the terms of this Agreement.

The services to be provided by the Warehouse Operator comprise the receiving, unloading, put-away, storage, safekeeping, and release of the Goods, together with such ancillary services as are expressly described in this Agreement (collectively, the "Services"). The Services consist of storage only unless the Parties agree otherwise in writing.

Any services beyond the Services, including value-added services such as labeling, kitting, repackaging, inventory counts requested by the Client, transportation, customs handling, or special handling, shall be provided only upon the Client's written request and the Warehouse Operator's written acceptance, and shall be charged at the Warehouse Operator's rates of [Ancillary Service Rates] or such other rates as the Parties agree in writing.

The Warehouse Operator shall perform the Services with reasonable care and skill, consistent with the standard of a prudent warehouse operator handling goods of a similar nature, but does not guarantee any particular result and does not assume the obligations of a carrier, insurer, or freight forwarder.

The Warehouse Operator acts as an independent contractor and bailee of the Goods. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties, and title to the Goods shall at all times remain with the Client or its principals.

The Warehouse Operator may engage subcontractors to perform any part of the Services, provided that the Warehouse Operator remains responsible for the selection of such subcontractors with reasonable care. The Warehouse Operator may also use shared systems, common areas, and equipment of the Warehouse Facility in performing the Services.

This Agreement is non-exclusive with respect to the Warehouse Operator, which remains free to provide warehouse services to other customers, and the Client acquires no leasehold, tenancy, or other real property interest in the Warehouse Facility or the Dedicated Space.

This Agreement shall commence on the Commencement Date and shall continue for the Initial Term, unless terminated earlier in accordance with this Agreement.

Upon expiry of the Initial Term and of each Renewal Term, this Agreement shall renew automatically for a further Renewal Term, unless either Party gives the other Party written notice of non-renewal at least [Number] days before the expiry of the then-current Initial Term or Renewal Term.

The Warehouse Operator may adjust the Monthly Fee and other charges effective as of the start of any Renewal Term by giving the Client written notice of not less than [Number] days before the start of such Renewal Term. If the Client does not give notice of non-renewal before the Initial Term or then-current Renewal Term expires, the Client shall be deemed to have accepted the adjusted charges.

Either Party may terminate this Agreement with immediate effect by written notice if the other Party commits a material breach and fails to remedy it within [Number] days after receiving written notice specifying the breach in reasonable detail, or if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, liquidation, or similar proceedings.

The Warehouse Operator may terminate this Agreement or suspend the Services immediately by written notice if the Client fails to pay any amount when due and does not cure such failure within [Number] days after notice, if the Client stores Hazardous Goods or Nonconforming Goods in breach of this Agreement, or if the Client's insurance required by this Agreement lapses.

Early termination by the Client other than for the Warehouse Operator's uncured material breach shall not relieve the Client of its obligation to pay the Monthly Fee for the remainder of the then-current Initial Term or Renewal Term, which the Parties agree is a reasonable pre-estimate of the Warehouse Operator's loss and not a penalty.

Upon expiry or termination, the Client shall remove all Goods from the Warehouse Facility within [Number] days, and shall pay all outstanding amounts. Goods remaining after that period shall continue to incur storage charges at [Holdover Rate] per month, pro rata, and shall be subject to the Warehouse Operator's rights under the section of this Agreement entitled Warehouse Operator's Lien and Right of Sale. Termination or expiry shall not affect any accrued rights or any provision intended to survive.

The Warehouse Operator shall make the Dedicated Space available to the Client from the Commencement Date for the storage of Goods in accordance with the Permitted Goods Description. The Dedicated Space is designated for the exclusive use of the Client's Goods, but the Warehouse Operator retains possession and control of the Warehouse Facility, including the Dedicated Space.

The Client shall store in the Dedicated Space only Goods that fall within the Permitted Goods Description and shall not exceed the capacity of the Dedicated Space, being [Maximum Capacity, Weight and Volume Limits]. The Warehouse Operator is not obliged to accept Goods in excess of such capacity.

If the Client's Goods exceed the capacity of the Dedicated Space, the Warehouse Operator may, at its discretion, either refuse the excess Goods or store them in other available space, in which case the Client shall pay additional charges at [Overflow Storage Rate] for such period as the excess Goods are stored.

The Warehouse Operator may, upon [Number] days' written notice and for operational reasons, relocate the Goods to a different area within the Warehouse Facility or to another facility within [Radius or Location], of comparable standard, at the Warehouse Operator's cost of relocation. Such relocation shall not constitute a breach of this Agreement.

The Dedicated Space shall be used solely for storage. The Client shall not, and shall not permit any person to, conduct manufacturing, processing, sales, or other activities in the Dedicated Space, or modify, alter, or install fixtures in the Dedicated Space, without the Warehouse Operator's prior written consent.

Goods requiring temperature control, humidity control, security above the Warehouse Facility's standard, or any other special storage conditions shall be accepted only if the Warehouse Operator has expressly agreed in writing to such conditions and the related additional charges of [Special Storage Charges].

The Client shall give the Warehouse Operator prompt notice of any change in the nature, characteristics, or value of the Goods that may affect their storage or the risks associated with them.

The Client shall give the Warehouse Operator at least [Number] Business Days' advance written notice of each intended delivery of Goods, specifying the quantity, description, weight, packaging, and expected arrival time, together with a packing list and any documents reasonably required by the Warehouse Operator.

Deliveries shall be made only during the Warehouse Facility's receiving hours of [Receiving Hours]. The Warehouse Operator may refuse or delay unloading of any delivery made outside such hours or without the required advance notice, and any resulting detention, demurrage, or waiting charges shall be borne by the Client.

Upon receipt, the Warehouse Operator shall conduct a reasonable visual inspection of the external condition of the Goods and their packaging and shall count the packages or units delivered. The Warehouse Operator is not obliged to open packages, verify contents, quality, quantity inside sealed packages, weight, or value, or test the Goods.

The Warehouse Operator shall issue a Warehouse Receipt for the Goods accepted. Any visible discrepancy, shortage, or damage noted at the time of receipt shall be recorded on the Warehouse Receipt, and the Warehouse Receipt shall be prima facie evidence of the number of units and external condition of the Goods received, but not of their contents, quality, or weight unless expressly verified.

Goods shall be deemed accepted for storage upon the Warehouse Operator's issuance of the Warehouse Receipt or upon completion of unloading into the Dedicated Space, whichever occurs first. The Warehouse Operator may reject any Goods that appear to be Hazardous Goods or Nonconforming Goods, that are in damaged condition, or that are delivered without adequate documentation.

The Client shall ensure that all Goods are properly packed, palletized, marked, and labeled so as to withstand ordinary storage and handling and permit identification. The Warehouse Operator may repack, relabel, or re-palletize Goods that do not meet these requirements at the Client's expense.

Where weight and quantity of the Goods are declared by the Client, the Client warrants their accuracy, and the Warehouse Operator may rely on such declarations without independent verification.

The Warehouse Operator shall store the Goods in the Dedicated Space with reasonable care and shall maintain the Warehouse Facility in a condition reasonably suitable for the storage of the Goods described in the Permitted Goods Description, including reasonable measures for security, fire protection, and pest control.

The Warehouse Operator shall maintain records of the Goods received into and released from the Dedicated Space and shall, upon the Client's reasonable written request not more than [Number] times per month, provide an inventory statement showing the Goods held as of a stated date.

Storage and handling shall be performed in accordance with the Warehouse Operator's standard operating procedures, which the Warehouse Operator may update from time to time. Unless otherwise agreed in writing, the Goods shall be stored in ambient conditions and may be stacked, commingled by type on pallets, or moved within the Warehouse Facility as the Warehouse Operator reasonably determines.

The Client and its Authorized Representatives may inspect the Goods during the Warehouse Facility's normal business hours of [Business Hours], upon at least [Number] Business Days' prior written notice, and subject to compliance with the Warehouse Operator's safety, security, and access rules. All visitors shall be accompanied by a representative of the Warehouse Operator, and the Client shall be liable for any injury or damage caused by its personnel or visitors.

The Warehouse Operator may take any reasonable action it considers necessary to protect the Goods, other goods, persons, or the Warehouse Facility in an emergency, including moving, isolating, or disposing of Goods that present an imminent risk, and the reasonable costs of such actions shall be borne by the Client where attributable to the Goods.

The Warehouse Operator may, without liability, inspect, open, or sample any Goods where reasonably necessary to verify compliance with this Agreement, to respond to the requests of any governmental authority, or to address a suspected hazard.

The Warehouse Operator shall not be required to maintain a separate identification of fungible Goods of the same kind, and may treat them as a common stock, unless otherwise agreed in writing.

The Warehouse Operator shall release Goods only upon receipt of a Release Order issued by the Client or an Authorized Representative, delivered at least [Number] Business Days before the requested release date, and specifying the quantity and description of the Goods and the identity of the person or carrier collecting them.

The Warehouse Operator shall be entitled to rely conclusively on any Release Order that it reasonably believes to be genuine, and may require reasonable identification and proof of authority from any person collecting Goods. The Warehouse Operator shall have no liability for releasing Goods in accordance with a Release Order or to a person presenting an applicable Warehouse Receipt, where required.

Release of Goods shall take place during the Warehouse Facility's shipping hours of [Shipping Hours]. The Warehouse Operator shall load Goods onto the Client's nominated vehicle at the Warehouse Facility loading dock, and the Client shall be responsible for the suitability of the vehicle and for securing the load. Delivery of the Goods to the collecting carrier at the loading dock shall constitute delivery to the Client.

The Warehouse Operator may withhold the release of any Goods, in whole or in part, until all charges, fees, and other amounts due under this Agreement have been paid in full, and may exercise its lien as provided in this Agreement. Any such withholding shall not constitute a breach of this Agreement or conversion.

Upon release, the Client or its carrier shall inspect the Goods and sign the release documentation. Signing without noting apparent discrepancies shall be prima facie evidence that the Goods were released in the quantity and apparent condition stated.

If the Warehouse Operator is unable to release Goods due to the Client's failure to provide proper instructions, documents, or access, or due to an act of any authority, the Goods shall continue to be stored subject to this Agreement and the Client shall bear all related charges and risks.

Where the Client requests that Goods be released to a third party, the Client shall remain responsible for all obligations under this Agreement, and the Warehouse Operator shall have no responsibility for the third party's acts or omissions.

In consideration of the provision of the Dedicated Space and the Services, the Client shall pay the Warehouse Operator the Monthly Fee of [Amount and Currency], which is a fixed fee for the Dedicated Space and is payable irrespective of the quantity or value of Goods actually stored or whether the Dedicated Space is fully used.

The Warehouse Operator shall invoice the Monthly Fee monthly in advance, on or about the first day of each calendar month, and shall invoice any additional charges, including ancillary services, overflow storage, special storage, holdover charges, and costs incurred on the Client's behalf, monthly in arrears. The Monthly Fee for any partial month shall be prorated on a daily basis.

The Client shall pay each invoice in full within [Number] days after the invoice date, by electronic transfer to the account designated by the Warehouse Operator, without set-off, counterclaim, deduction, or withholding of any kind, except as required by law. If any withholding is required by law, the Client shall pay such additional amount as ensures that the Warehouse Operator receives the full amount invoiced.

All fees and charges are exclusive of value added tax, sales tax, goods and services tax, duties, levies, and any other similar taxes, which shall be borne by the Client and paid in addition, where applicable.

Any amount not paid when due shall bear interest at the rate of [Interest Rate] per month, or the highest rate permitted by applicable law if lower, from the due date until payment in full. The Client shall also reimburse the Warehouse Operator for all reasonable costs of collection, including legal fees.

The Client shall notify the Warehouse Operator in writing of any invoice dispute, with reasonable detail, within [Number] days of the invoice date, failing which the invoice shall be deemed accepted. The Client shall pay all undisputed amounts when due, and the existence of a dispute shall not entitle the Client to withhold payment of the Monthly Fee.

The Warehouse Operator may suspend the Services, including the acceptance and release of Goods, while any amount remains overdue beyond [Number] days after written notice, without prejudice to its other rights.

The Warehouse Operator shall have a general and continuing lien on all Goods in its possession, and on the proceeds of any sale of such Goods, for all fees, charges, advances, interest, and expenses owed by the Client under this Agreement, including storage charges, transportation, labor, insurance premiums paid on the Client's behalf, and costs of enforcing the lien, whether or not related to the particular Goods held.

The lien shall continue so long as the Warehouse Operator retains possession of any Goods, and shall not be waived by the release of part of the Goods, by the acceptance of partial payment, or by the grant of any extension of time for payment. The Client acknowledges that the Warehouse Operator's lien is in addition to any statutory lien and any other rights or remedies available to the Warehouse Operator.

The Client represents and warrants that it has full authority to grant the lien over the Goods, and, where the Goods are owned by third parties, that it has the authority of such owners to subject the Goods to the lien. The Client shall indemnify the Warehouse Operator against any third party claims arising from the exercise of the lien in accordance with this Agreement.

If any amount secured by the lien remains unpaid for [Number] days after written notice of default has been sent to the Client and to any other person known by the Warehouse Operator to claim an interest in the Goods, the Warehouse Operator may sell the Goods, or any part sufficient to satisfy the amounts owed, at public or private sale, on such terms and by such method as the Warehouse Operator reasonably determines to be commercially reasonable.

The Warehouse Operator shall give the Client at least [Number] days' written notice of the time, place, and manner of sale, at the Client's last known address. The Warehouse Operator may bid at any public sale, to the extent permitted by applicable law.

The Warehouse Operator shall apply the proceeds of sale first to the costs of sale, then to the secured amounts, and shall pay any surplus to the Client or the person lawfully entitled to it. The Client remains liable for any deficiency.

Where Goods are perishable, deteriorating, hazardous, or the cost of storage would exceed their value, the Warehouse Operator may sell or dispose of them on shorter notice as is reasonable in the circumstances, without liability to the Client.

The Client shall, at its own expense, obtain and maintain throughout the Term, and for so long as any Goods remain in the Warehouse Facility, insurance covering the Goods against loss or damage from all risks, including fire, theft, water damage, flood, and other perils customarily insured, for their full replacement value.

The Warehouse Operator does not insure the Goods and has no obligation to do so. The Warehouse Operator's limitation of liability under this Agreement shall apply irrespective of whether the Client maintains insurance, and the Warehouse Operator's own insurance, if any, is maintained for its own benefit.

The Client's insurance policies shall name the Warehouse Operator as an additional insured, or loss payee as its interests may appear, and shall include a waiver of subrogation by the insurers against the Warehouse Operator and its employees, agents, and subcontractors, to the extent permitted by the insurer.

The Client shall provide certificates of insurance evidencing the required coverage on or before the Commencement Date, upon each renewal, and on request. The Client shall give the Warehouse Operator at least [Number] days' prior notice of any cancellation, non-renewal, or material reduction of coverage.

The Client waives, on behalf of itself and its insurers, all rights of recovery against the Warehouse Operator for any loss or damage to the Goods that is covered or required to be covered by the insurance under this section, except to the extent of the Warehouse Operator's liability as limited by this Agreement.

If the Client fails to maintain the required insurance, the Warehouse Operator may, but is not obliged to, obtain such insurance on behalf of the Client and charge the Client the premium and an administrative fee of [Administrative Fee], without prejudice to its other rights. Any deductible or self-insured retention under the Client's policies shall be borne by the Client.

The Client shall maintain commercial general liability insurance of not less than [Amount and Currency] per occurrence covering liability for injury or damage caused by the Client, its Goods, or its personnel at the Warehouse Facility.

The Warehouse Operator shall be liable only for loss of or damage to the Goods while in its actual possession at the Warehouse Facility, to the extent caused by its failure to exercise the degree of care required by this Agreement. The Warehouse Operator shall have no liability for loss or damage that could not have been avoided by the exercise of such care.

The total liability of the Warehouse Operator for loss of or damage to the Goods, whether arising in contract, tort (including negligence), bailment, or otherwise, shall not exceed [Amount and Currency] per [kilogram/pound] of weight of the Goods lost or damaged, based on the gross weight of the affected Goods as recorded in the Warehouse Receipt, and in any event shall not exceed an aggregate amount of [Aggregate Cap and Currency] in any [Period].

In the case of damage to part of the Goods, the Warehouse Operator's liability shall be limited to the proportion of the per-weight amount corresponding to the diminution in value of the affected Goods, and shall in no event exceed the actual value of the Goods lost or damaged, determined at the time and place of loss.

The Client acknowledges that the limits in this section reflect a fair allocation of risk in light of the Monthly Fee and the Client's obligation to insure the Goods, and that the Client has had the opportunity to declare a higher value and negotiate higher limits in exchange for additional charges. Any higher limit shall be effective only if agreed in a writing signed by the Warehouse Operator, with a corresponding increase in charges.

In no event shall the Warehouse Operator be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profit, revenue, business, goodwill, or market, delay, or contractual penalties, however arising and even if advised of the possibility of such damages.

The Warehouse Operator shall not be liable for any loss, damage, or delay caused by the Client, its agents, or carriers; by the inherent nature, vice, or defect of the Goods; by insufficient packaging or marking; by Hazardous Goods or Nonconforming Goods; by acts of authorities; by Force Majeure Events; or by the acts or omissions of any third party not under the Warehouse Operator's control.

Nothing in this Agreement shall exclude or limit liability that cannot be excluded or limited under applicable mandatory law, including liability for death or personal injury caused by negligence, or for fraud or willful misconduct.

The Client represents and warrants that: it is duly organized, validly existing, and has full power and authority to enter into and perform this Agreement; it is the owner of the Goods or is duly authorized by the owner to store them and to grant the rights and lien provided herein; and the Goods are free of any security interest or claim that would conflict with the Warehouse Operator's rights, except as disclosed in writing.

The Client further represents and warrants that the Goods are lawfully manufactured, owned, and held, are not stolen, counterfeit, or contraband, are accurately described in all documents and declarations furnished to the Warehouse Operator, and comply with all applicable laws, including those concerning import, export, customs, labeling, and sanitation.

The Client shall comply with all laws and regulations applicable to the Goods and its use of the Warehouse Facility, and shall obtain and maintain all licenses, permits, and authorizations necessary for the storage, import, export, and sale of the Goods.

The Client shall indemnify, defend, and hold harmless the Warehouse Operator, its affiliates, and their respective officers, directors, employees, agents, and subcontractors (the "Warehouse Indemnitees") from and against all claims, losses, liabilities, damages, fines, penalties, costs, and expenses, including reasonable legal fees, arising out of or relating to: the Goods, including their nature, condition, packaging, or contents; any breach by the Client of this Agreement; any claim by a third party, including any owner, lender, or authority, relating to the Goods or the Warehouse Operator's possession of them; or any act or omission of the Client, its personnel, carriers, or visitors.

The Warehouse Operator shall give the Client prompt notice of any claim for which indemnification is sought, provided that delay shall relieve the Client only to the extent it is materially prejudiced. The Client shall have the right to control the defense with counsel reasonably acceptable to the Warehouse Operator, but shall not settle any claim that imposes obligations on a Warehouse Indemnitee or admits fault without the Warehouse Operator's prior written consent.

The Warehouse Operator may participate in the defense of any claim at its own expense and, where the Client fails to assume the defense promptly, may defend the claim at the Client's expense.

The obligations of the Client under this section shall survive the expiry or termination of this Agreement.

The Client shall not tender for storage, and shall not store or permit the storage of, any Hazardous Goods, or any goods that are illegal, stolen, counterfeit, perishable, live animals, human remains, firearms, ammunition, narcotics, or controlled substances, or goods otherwise excluded by the Warehouse Operator's written policies as notified to the Client, unless the Warehouse Operator has given its prior express written consent specifying the conditions of storage.

If the Client intends to store any goods that may be classified as Hazardous Goods, it shall give prior written notice with a full description, the applicable safety data sheets, and any regulatory classification, and shall not deliver such goods without the Warehouse Operator's written consent. The Warehouse Operator may refuse such consent in its sole discretion.

If the Warehouse Operator discovers or reasonably suspects that any Goods are Hazardous Goods or Nonconforming Goods, or that Goods are leaking, infested, deteriorating, or likely to cause harm, the Warehouse Operator may, without prior notice and without liability, take any measures it considers reasonable, including segregating, relocating, returning, treating, destroying, or disposing of such Goods, or notifying authorities.

The Client shall, within [Number] days after written notice from the Warehouse Operator, remove any Hazardous Goods or Nonconforming Goods from the Warehouse Facility. If the Client fails to do so, the Warehouse Operator may remove, return, or dispose of them at the Client's cost and risk, in addition to its other rights, including the right to terminate this Agreement.

The Client shall be solely liable for all loss, damage, injury, contamination, remediation, clean-up, fines, and costs, including damage to other customers' goods and to the Warehouse Facility, resulting from Hazardous Goods or Nonconforming Goods, and the limitations of liability in favor of the Warehouse Operator shall apply in full, while no limitation shall apply to the Client's liability under this section.

The Warehouse Operator may charge the Client a surcharge of [Surcharge] for the storage, handling, and removal of any Nonconforming Goods accepted, and its acceptance of any such Goods shall not constitute a waiver of its rights.

The Client shall give the Warehouse Operator written notice of any claim for loss of or damage to the Goods, describing the Goods affected, the nature and estimated extent of the loss or damage, and the amount claimed, within [Number] days after the date on which the Client or its carrier received the Goods on release or, in the case of loss of Goods not released, within [Number] days after the date on which the Client became aware or reasonably should have become aware of the loss.

Where loss or damage is apparent at the time of release, the Client shall note it on the release documentation at that time. Where loss or damage is not apparent, written notice shall be given within the period specified in the first clause of this section.

Any claim shall be supported by documentation, including the Warehouse Receipt, the Release Order, invoices evidencing the value of the Goods, proof of weight, and any inspection reports, and the Client shall give the Warehouse Operator and its insurers a reasonable opportunity to inspect the affected Goods and the records of the claim.

Any legal action or proceeding against the Warehouse Operator for loss of or damage to the Goods shall be commenced within [Number] months after the date of delivery of the Goods or, in the case of non-delivery, the date on which the Goods should have been delivered, and in any event no later than the period of notice and suit specified above. Failure to give notice or commence an action within the specified periods shall constitute an absolute bar to recovery, to the extent permitted by applicable law.

The Warehouse Operator shall acknowledge each properly submitted claim within [Number] Business Days and shall investigate and respond in writing within [Number] days after receiving all required documentation.

The Client shall take all reasonable steps to mitigate loss or damage, including by preserving damaged Goods and salvage, and any amounts recoverable from the Client's insurers or from third parties shall be taken into account in determining the Warehouse Operator's liability.

The Warehouse Operator may inspect, test, or salvage damaged Goods, and no Goods shall be abandoned to the Warehouse Operator without its written consent. Payment of any claim by the Warehouse Operator shall be full and final settlement of that claim.

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement, other than an obligation to pay money, to the extent caused by a Force Majeure Event.

"Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party, including acts of God, fire, flood, storm, earthquake, epidemic or pandemic, explosion, war, terrorism, riot, civil disturbance, sabotage, embargo, strikes or labor disputes, power or utility failure, failure of transportation networks, governmental acts or orders, and the inability to obtain labor, materials, or equipment.

The affected Party shall give the other Party prompt written notice of the Force Majeure Event, describing its nature and expected duration, and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable.

During a Force Majeure Event, the Warehouse Operator may allocate available space and resources among its customers in such manner as it considers reasonable, and may move the Goods to another facility for their protection, without liability. The Client shall remain liable for the Monthly Fee and other charges for the period during which the Goods remain in the Warehouse Facility or the Dedicated Space remains reserved for the Client.

The Warehouse Operator shall not be liable for loss or damage to the Goods caused by a Force Majeure Event, and the Client shall bear the risk of such loss or damage, to be covered by the insurance required by this Agreement.

If a Force Majeure Event continues for more than [Number] consecutive days, the Warehouse Operator may terminate this Agreement upon written notice, and either Party may do so if the Warehouse Facility is rendered unusable for a period exceeding [Number] days, without liability to the other Party, but subject to the payment of accrued charges and the Warehouse Operator's lien.

"Confidential Information" means all non-public information disclosed by or on behalf of one Party to the other in connection with this Agreement, whether written, oral, or electronic, including pricing, the terms of this Agreement, inventory data, customer information, security procedures, and business and operational information, that is marked as confidential or should reasonably be understood to be confidential.

The receiving Party shall hold the Confidential Information of the disclosing Party in strict confidence, shall use it solely to perform or enforce this Agreement, and shall not disclose it to any third party except as permitted by this Agreement.

The receiving Party may disclose Confidential Information to its employees, officers, affiliates, subcontractors, insurers, lenders, and professional advisers who need to know it for the purposes of this Agreement and who are bound by obligations of confidentiality no less protective than those in this section, and shall be responsible for any breach by them.

The obligations in this section shall not apply to information that: is or becomes publicly available other than through a breach of this Agreement; was lawfully known to the receiving Party before disclosure; is lawfully received from a third party without restriction; or is independently developed without use of the Confidential Information.

The receiving Party may disclose Confidential Information to the extent required by law, regulation, court order, or governmental authority, provided that, where lawful, it gives the disclosing Party prompt notice and cooperates reasonably in any effort to limit the disclosure. The Warehouse Operator may also disclose information about the Goods and the Client as necessary to enforce its lien, to comply with legal obligations, or to respond to claims.

Upon expiry or termination, or on written request, the receiving Party shall return or destroy the Confidential Information of the disclosing Party, except for copies required to be retained by law or in routine backups or for the purposes of enforcing rights under this Agreement, which remain subject to this section.

The obligations in this section shall continue for [Number] years after the expiry or termination of this Agreement.

This Agreement and any dispute or claim arising out of or in connection with it, including its formation, validity, interpretation, performance, or termination, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws rules.

The Parties shall first attempt to resolve any dispute through good-faith negotiations between senior representatives. Either Party may initiate such negotiations by written notice describing the dispute, and if the dispute is not resolved within [Number] days after such notice, either Party may refer it for resolution in accordance with this section.

Any dispute that is not resolved by negotiation shall be finally resolved by [binding arbitration administered by [Arbitration Institution] in accordance with its rules / the courts of [Jurisdiction]]. Where arbitration applies, the tribunal shall consist of [Number] arbitrator(s), the seat of arbitration shall be [City, Jurisdiction], the language of the proceedings shall be English, and the award shall be final and binding on the Parties.

Where court proceedings apply, the Parties irrevocably submit to the exclusive jurisdiction of the courts of [Jurisdiction] and waive any objection to such courts on the grounds of venue or inconvenient forum.

Notwithstanding the foregoing, the Warehouse Operator may at any time seek interim, conservatory, or injunctive relief, and may enforce its lien and exercise its rights of sale under this Agreement, in any court of competent jurisdiction, and such actions shall not be deemed a waiver of this section.

Each Party shall continue to perform its obligations under this Agreement pending the resolution of any dispute, except that the Warehouse Operator may suspend the Services or withhold Goods as permitted by this Agreement.

The prevailing Party in any dispute shall be entitled to recover its reasonable legal fees, costs, and expenses from the other Party, as determined by the tribunal or court.

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior negotiations, representations, proposals, and agreements, whether written or oral. The Client's purchase orders, shipping instructions, or other documents shall not modify this Agreement, and any inconsistent terms shall be of no effect.

No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties, except that the Warehouse Operator may update its operating procedures, rules, and receiving and shipping hours upon reasonable notice, provided such updates do not materially reduce the Client's rights under this Agreement.

All notices under this Agreement shall be in writing and delivered by hand, recognized courier, or registered mail to the address of the receiving Party stated in this Agreement, or by email to the address designated for that purpose, and shall be deemed received upon delivery if by hand or courier, [Number] Business Days after dispatch if by registered mail, and on the next Business Day after transmission if by email without a bounce-back notification. Each Party may change its notice details by notice to the other.

The Client shall not assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Warehouse Operator. The Warehouse Operator may assign this Agreement to an affiliate or to a successor to its business or the Warehouse Facility upon written notice to the Client.

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the affected provision with a valid provision that most closely reflects the original intent.

No failure or delay by a Party in exercising any right shall operate as a waiver of that right, and no single or partial exercise shall preclude further exercise. Rights and remedies under this Agreement are cumulative and in addition to those provided by law.

The provisions of this Agreement that by their nature are intended to survive expiry or termination, including those relating to payment, lien, limitation of liability, indemnification, confidentiality, and dispute resolution, shall so survive. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together constitute one instrument.

Nothing in this Agreement confers any right or benefit on any person who is not a Party, except that the Warehouse Indemnitees may enforce the provisions of this Agreement expressed to be for their benefit.