Western Overseas Corporation (“Warehouse”) and (“Depositor”) enter into this warehouse services agreement (“WSA”) on the (“Effective Date”) and agree as follows:
1.0 APPLICATION OF WAREHOUSE RECEIPT TERMS AND CONDITIONS OF CONTRACT
Depositor understands and agrees that this WSA and the terms and conditions of Warehouse’s warehouse receipt (the “T&C”) state the contractual terms and conditions under which Warehouse shall perform or arrange all services for Depositor, which among others may include storage, packing, crating, and any other non-transportation service (collectively, the “Services”). Attached as Exhibit “A” is a copy of the T&C.
2.0 RATES, CHARGES, AND PAYMENTS
2.1 Warehouse shall perform or arrange Services in exchange for Depositor’s payment of Charges according to spot quotes that Warehouse will issue to Depositor. All spot quotes are subject to the WSA and the T&C.
2.2 “Charges” includes Service charges, taxes, all expenses, costs, detention, demurrage, storage, interest, and any other money obligations arising out of or in any way related to the Services, and all costs Warehouse pays or incurs to collect any Charges from Depositor, including reasonable attorneys’ fees and court costs.
2.3 Depositor shall pay Warehouse all Charges for the Services within 30 days of each invoice’s date, with no right of set-off, including for any claims based on disputed invoices or claims for loss or damage to Depositor’s goods.
3.0 TERM AND TERMINATION
The term of this WSA shall be for one year from the Effective Date. The WSA shall automatically renew for successive one-year periods. Either party may terminate the WSA at any time by giving 60 days’ prior written notice.
4.0 ENTIRE AGREEMENT
This WSA and the T&C are the parties’ entire understanding and agreement as to the Services. This WSA and the T&C are the parties’ final expression as to the Services. This WSA and the T&C supersede any prior or contemporaneous proposals, agreements, or understandings, whether written or oral, between the parties. No change to this WSA or the T&C shall be effective unless in writing and signed by Warehouse’s chief executive officer and an authorized representative of Depositor.
5.0 REPRESENTATIONS OF AUTHORITY
Each signatory states that he or she has read and understood this WSA and the T&C. Each signatory represents that he or she is competent and authorized to enter into this WSA.
6.0 COUNTERPARTS
The parties may sign this WSA in counterparts and each signed counterpart shall become part of the final agreement and shall have the same force and effect. A faxed, scanned, or digitally signed copy of any signature shall be as valid and binding as an original signature.
