TERMS & CONDITIONS
Overseas & Domestic Logistics, LLC whose principal address is 1111 Portwall St. Ste. B, Houston TX 77029 (also referred to herein as “Overseas”) provides warehousing services. When Overseas stores goods at its facility, issues a warehouse receipt, the Warehouse Terms and Conditions herein shall apply. When cargo is transported by an unaffiliated motor carrier, broker services are provided by Overseas, and subject to Overseas’s Terms & Conditions. Warehousing services are also provided by Overseas, LLC and subject to Overseas’s Terms & Conditions. Overseas’s motor carrier affiliate, Overseas, performs services by transporting cargo on equipment owned or leased to Overseas. Shipper and its agents’ consent to the use of Overseas, to transport loads where needed. Shipper and its agents expressly agree that They will not to hold Overseas, liable in the capacity of a motor carrier. Shipper’s insertion of Overseas & Domestic Logistics, LLC or Overseas (for a brokered load) as the carrier on a bill of lading or another document shall be for Shipper’s convenience only and shall not affect the status of the actual motor carrier transporting the property or brokerage entity arranging for transportation. Shipper and its agents further agree they will not to hold Overseas & Domestic Logistics, LLC liable in the capacity of a broker, or to attempt to make any claim against Overseas and Domestic Logistic or Overseas in connection with transportation services performed by any other motor carrier. The carrier transporting the freight at issue (“Carrier”) shall be the sole party responsible in the capacity of a motor carrier. Overseas, LLC is a Texas limited liability Overseas which is solely responsible for its debts and obligations, and (ii) is not responsible for the debts and obligations of any other entity unless expressly agreed in writing. Shipper agrees that Overseas, and Overseas shall not be liable, and Shipper will not attempt to hold them liable for the conduct of their affiliates or third parties. 1. Definitions: “Affiliate” shall refer to a person that is connected with, associated with or controlled by Overseas & Domestic Logistics, LLC “Broker Services’ shall refer to any additional services provided by the Overseas. “Overseas” shall refer to Overseas & Domestic Logistics , LLC. “Customer” shall refer to the person or entity tendering the goods, the person or entity holding title to the goods, or the owner of the goods and their employees, contractors, invitees, and agents. “Warehouse” shall refer to any warehouse or storage facility owned, leased by, or operated by Overseas, where Customer’s goods are stored pursuant to an agreement between Customer and Overseas. “Terms and Conditions” shall refer to this agreement. 2. Applications. These Terms and Conditions shall apply to all of Customer’s goods tendered to Overseas, and received for storage at the warehouse. If Customer is not the owner of the goods or does not have title to the goods, Customer acknowledges and warrants that it acts as the owner’s and title holder’s agent and also agrees to these Terms and Conditions on behalf of the owner and title holder of the goods and other interested parties. 3. Shipment of Goods to Warehouse. Customer shall identify Customer as to the named consignee on all goods shipped to the Warehouse. Customer shall not ship goods to or from the Warehouse, naming Overseas & Domestic Logistics, LLC as the consignee on a bill of lading or other shipment documents. Overseas, has no beneficial title or interest in Customer’s goods, and Customer agrees to notify motor carriers that Overseas, is providing warehousing services and to notify motor carriers of the actual consignee. If goods which name Overseas, as consignee are shipped and accepted, Customer shall immediately notify Overseas, and the motor carrier in writing that Overseas, is the “in care of party” only and has no beneficial title or interest in Customer’s goods. Customer shall indemnify, defend and hold harmless OVERSEAS & DOMESTIC LOGISTICS, LLC; ITS Affiliates (“Affiliates” and “Affiliate” is defined as another organization or partnership with common ownership, management, facilities, employees, equipment or interests) its other customers; and Overseas, Its affiliates’, and its other customers’ Trustees, officers, directors, employees, and agents, (Overseas,) of the above-mentioned entities from any and all claims for unpaid transportation charges related to Customer’s goods, of any kind whatsoever and to whoever owed, including detention, demurrage, and all other charges, without regard to whether OVERSEAS, was named consignee or whether OVERSEAS, knew or should have known it was the named consignee on a bill of lading or other shipping documents. 4. Tender of Goods for Storage. Customer shall deliver all goods for storage at the Warehouse properly marked and packaged for handling. Customer shall furnish at or prior to such delivery a manifest showing marks, brands, or sizes to be kept and accounted for separately and the class of storage and other services desired. Otherwise, the goods may be stored in bulk or assorted lots in general storage at the discretion of the Overseas, and charges for such storage will be made at the applicable storage rate. Receipt and delivery of all or any unit of a lot shall be made without subsequent sorting except as agreed and subject to a charge. Overseas, shall store and deliver goods only in the packages in which they are originally received unless otherwise agreed to in writing. Overseas, shall not be responsible for segregating goods by production code date unless specifically agreed to in writing. Copper, explosives, goods requiring “protective security service or armed guard surveillance,” human remains, precious metals, currency, object d’art, collection, antiques or precious stones, jewelry, manufactured tobacco products, ammunition, or any items of unusual value shall not be stored on Overseas’s premises without Overseas’s express written consent. 5. Storage Charges. Overseas, shall invoice Customer according to the Rate Confirmation or as otherwise quoted by Overseas & Domestic Logistics, LLC or agreed in writing. Additionally, any rates, which may be verbally agreed upon, shall be deemed confirmed in writing where Overseas, has billed the rate and Customer has paid it. All written confirmations of rates, including confirmations by billing and payment, shall be incorporated herein by reference. Customer shall pay Overseas, storage charges and the charges for any additional services within 30 days of the invoice date without deduction or setoff. Dunnage, bracing, packing materials, or other special supplies may be provided by Overseas, for the Customer at a charge in addition to Overseas’s cost. Storage charges include the ordinary labor involved in receiving goods at the door of the warehouse. Any additional labor requested will be charged by Overseas, to the Customer. Customer may not offset claims for loss or damage to goods against the amount owed to Overseas, unless otherwise agreed to in writing. Overseas, reserves the right to adjust rates for warehousing, storage, and affiliated services at its discretion, with 30 days advance notice. Should Customer stop doing business or reduce its business with Overseas, below levels agreed upon between the parties, Customer shall be liable for all unrecoverable contractually obligated charges for the agreed-upon term. Overseas, may submit invoices through its affiliate and such administrative functions shall not alter the services outlined in these Terms and Conditions, make Overseas, liable for its affiliates’ conduct, or establish any kind of joint liability between Overseas, and its Affiliates. 6. Instructions to transfer goods from Overseas & Domestic Logistics, LLC are not effective until delivered to and received by Overseas, and all charges up to the time transfer are made are chargeable to the Customer of record. If a transfer involves re-handling the goods, such re-handling will be subject to charges at Overseas’s standard rates. 7. Termination of Storage. The Overseas, may at any time require the removal of any goods by the end of the next succeeding calendar month by providing written notice to the Customer. If goods are not removed before the end of the next succeeding calendar month, the Overseas & Domestic Logistics, LLC may dispose of the goods in accordance with applicable law. 8. Handling of Goods. Overseas, shall provide the ordinary labor involved in receiving goods at the door of the warehouse, placing goods in storage, and releasing the goods at the door of the warehouse. Customer shall pay Overseas, for services requested other than ordinary handling and storage. Customer shall pay Overseas, for additional expenses in receiving and returning damaged goods and loading or unloading goods at a place other than the warehouse door. Overseas, shall not be required to store goods in a humidity-controlled or temperature-controlled environment. Customer may be subject to an escort fee if Customer’s access to Overseas & Domestic Logistics, LLC’s premises requires that Overseas personnel escort Customer. Customer shall not use Overseas, ’s Equipment (including, but not limited to, loading, unloading, handling, CRATING, packaging, and construction equipment) without written permission from Overseas, . If Overseas, allows Customer to use any of Overseas,’s equipment for any reason, Customer acknowledges that Customer accepts all risk and responsibility of damage to property and injury and/or death to any person(s) arising from such use. CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS Overseas & Domestic Logistics, LLC FROM ANY CLAIM, ACTION, LOSS, LIABILITY, OR REASONABLE EXPENSE ARISING FROM CUSTOMER’s use of Overseas & Domestic Logistics, LLC’s equipment, EVEN IF SUCH CLAIM, ACTION, LOSS, LIABILITY, OR REASONABLE EXPENSES (INCLUDING WITHOUT LIMITATION, ALL COSTS, EXPENSES, AND ATTORNEYS’ FEES), IS CAUSED IN WHOLE OR IN PART BY A PRE-EXISTING DEFECT in SAID equipment. Overseas shall not be liable for damages to Customer and Customer’s contractors’ loading, unloading, packaging, and related equipment and materials or damages to person or property arising from the use of such equipment and materials, CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS OverseasFROM ANY CLAIM ACTION, LOSS, LIABILITY, OR REASONABLE EXPENSE ARISING FROM SUCH equipment OR MATERIALS OR THE USE THEREOF, EXCEPT TO THE EXTENT OF Overseas’s proportionate fault. 9. No goods shall be released or transferred except upon receipt by Overseas & Domestic Logistics, LLC of complete and clear written instructions from authority. However, when no negotiable receipt is outstanding, goods may be released upon instruction by telephone, but Overseas, shall not be responsible for loss or error occasioned thereby. Customer shall afford Overseas, a reasonable time to release goods and shall afford Overseas, at least 10 business days after receipt of a delivery order to locate any misplaced goods. If Overseas, has exercised reasonable care and is unable subject to the force majeure clause, to release goods before expiration of the current storage period, the goods will be subject to storage charges for each succeeding storage period. If Overseas, is unable to release goods because of acts of God, flood, war, public enemies, seizure under legal process, strikes, lockouts, riots, and civil commotions, other force majeure causes, or any reason beyond Overseas’s control, or because of loss or destruction of goods for which Overseas, is not liable, or because of any other excuse provided by law, Overseas, shall not be liable for failure to release the goods and the goods remaining in storage will continue to be subject to regular storage charges. All instructions and requests for release or transfer of title are received subject to satisfaction of all charges, liens, and security interests of Overseas, with respect to the goods whether for accrued charges, advances, or otherwise. Overseas may require, as a condition precedent to releasing a statement from Customer holding Overseas, harmless from claims of others asserting a superior right to Customer to possession of the goods. Nothing herein shall prevent Overseas & Domestic Logistics, LLC from exercising any other remedy available to it under the law to resolve conflicting claims to possession of the goods. All costs, including attorney’s fees, incurred by Overseas, relating to Overseas’ activities referred to in this subsection may be charged to Customer and shall be subject to Overseas, lien described herein. 10. Overseas’s Limited Liability. Overseas SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY TO GOODS STORED HOWEVER CAUSED UNLESS SUCH LOSS OR INJURY RESULTED FROM THE FAILURE BY Overseas & Domestic Logistics, LLC TO EXERCISE SUCH CARE IN REGARD TO THEM AS A REASONABLY CAREFUL WAREHOUSE WOULD EXERCISE UNDER LIKE CIRCUMSTANCES AND Overseas IS NOT LIABLE FOR DAMAGES WHICH COULD NOT HAVE BEEN AVOIDED BY THE EXERCISE OF SUCH CARE. Overseas and CUSTOMER agree that Overseas, S duty of care does not extend to providing a sprinkler system at the warehouse or any portion thereof. Overseas shall not be liable in contract, tort, or otherwise for incidental, special, consequential, exemplary, or punitive damages in connection with its performance under THESE TERMS, including without limitation, lost profits, and lost opportunity, even if such damages were reasonably foreseeable and even if Overseas, was notified of the possibility of such damages AND EVEN IF SUCH CLAIM, ACTION, LOSS, LIABILITY, OR REASONABLE EXPENSES IS CAUSED IN WHOLE OR IN PART BY A PRE-EXISTING DEFECT, THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF Overseas, (OR ANY SUCH INDEMNITEE). IN THE EVENT OF LOSS, DAMAGE, OR DESTRUCTION TO GOODS FOR WHICH Overseas, IS LEGALLY LIABLE, CUSTOMER AGREES THAT Overseas, s MAXIMUM LIABILITY SHALL be limited to the fee paid for storage Customer may, however, request an increase to the maximum liability of Overseas & Domestic logistics, LLC by: a.) submitting a written request for a higher maximum liability before the goods are tendered to Overseas, LLC, b.) paying an additional charge based on the increased maximum liability, and c.) obtaining written confirmation of the higher maximum liability from an officer of Overseas, LLC. This maximum liability applies to the aggregate of all of Customer’s goods stored BY Overseas at any given time. Under no circumstances shall OVERSEAS’s liability for loss or damage to goods exceed THE GREATER OF 1) the amount available to cover the loss or damage under OVERSEAS & DOMESTIC LOGISTICS, LLC’s insurance, which IS subject to the policy conditions, then existing coverage limits, and amount remaining under the policy for coverage, OR 2) $500 for all of the customer’s goods in the possession of OVERSEAS & DOMESTIC LOGISTICS, LLC; UNLESS CUSTOMER 1) submits a written request for OVERSEAS, to be liable in excess of OVERSEAS’s insurance coverage, 2) pays an additional charge, as applicable, based on the increased liability, and 3) receives written confirmation from an officer of OVERSEAS & DOMESTIC LOGISTICS, LLC of acceptance of liability ABOVE insurance coverage; THIS limitation of liability shall not alter or affect OVERSEAS & DOMESTIC LOGISTICS, LLC’s release RATE and the procedures contained herein to increase OVERSEAS, ’s release RATE. This maximum liability applies to the aggregate of all of Customer’s goods stored BY Overseas, at any given time. Overseas, ’S MAXIMUM LIABILITY REFERRED TO above SHALL BE CUSTOMER’S EXCLUSIVE REMEDY AGAINST Overseas & Domestic Logistics, LLC OR ANY OF ITS AFFILIATES, EMPLOYEES, OFFICERS, AGENTS, REPRESENTATIVES, AND INSURERS FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE AND/OR DESTRUCTION OF GOODS AND SHALL APPLY TO ALL CLAIMS INCLUDING INVENTORY SHORTAGE AND MYSTERIOUS DISAPPEARANCE CLAIMS. Customer WAIVES ANY RIGHTS TO RELY UPON ANY PRESUMPTION OF CONVERSION IMPOSED BY LAW. WHERE LOSS OR INJURY OCCURS TO STORED GOODS, FOR WHICH Overseas IS NOT LIABLE, Customer SHALL BE RESPONSIBLE FOR THE COST OF REMOVING AND DISPOSING OF SUCH GOODS AND THE COST OF ANY ENVIRONMENTAL CLEANUP AND SITE REMEDIATION RESULTING FROM THE LOSS OR INJURY TO THE GOODS. 11. Indemnification by Customer. CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD Harmless Overseas, our Affiliates, LIENHOLDER, AND THEIR RESPECTIVE AGENTS FROM: any INJURY to or death of any person; any damage to or loss of property; any environmental damage including spills and pollution; AND ANY RESULTING OR RELATED CLAIM, ACTION, LOSS, LIABILITY, OR REASONABLE EXPENSE, INCLUDING ATTORNEY’S FEES AND OTHER FEES AND COURT AND OTHER COSTS arising from customer’s acts or omissions related to THESE TERMS, except to the extent of Overseas, ’s PROPORTIONATE FAULT. THE INDEMNITY CONTAINED IN THIS PARAGRAPH: (a) IS INDEPENDENT OF CUSTOMER’S INSURANCE obligations under These terms and conditions; (B) WILL SURVIVE THE termination OF These TERMs & Conditions, AND (C) shall apply in instances where Overseas, , customer, and/or third parties are at fault (except to the extent of Overseas & Domestic Logistics, LLC’s proportionate fault). 12. Customer shall maintain the following insurance policies, at Customer’s sole cost and expense, with at least the coverages described below: Comprehensive General Liability Insurance, including contractual liability coverage, and bodily injury and property damage coverage, with limits of no less than $1,000,000.00 per occurrence, or the amount required by law, whichever is higher; Worker’s Compensation Insurance or Occupational Disease Insurance, and Employer’s Liability Insurance with limits of no less than $500,000.00, or the amount required by law, whichever is higher, for accidents or occupational disease covering all work related to the Customer’s business; and Commercial Auto Liability Insurance, with a combined single limit of no less than $500,000.00 to injuries to any person or for damages to property in any one occurrence. Insurance covering loss or damage for the total value of all of Customer’s goods while in the possession of Overseas. Customer’s insurance shall include the following terms, and the Customer shall furnish to Overseas, Certificates of Insurance evidencing the insurance required by these Terms & Conditions and the following terms: Inclusion of Overseas, and its Affiliates as additional insured on the aforementioned policies; Waiver of subrogation in favor of Overseas, on the aforementioned policies; The aforementioned policies shall be primary and non-contributory to any other coverage in favor of Overseas; The policies and insurance certificates shall provide coverage in those territories as may be applicable to the location where the services will be performed; and 30 days prior written notice will be given to Overseas, in the event of cancellation, suspension, or material change in the policy to which it relates. The insurance requirements contained herein shall in no way limit Customer’s liability or responsibility under these Terms and Conditions, nor shall they be construed to be the ultimate types and amounts of insurance Customer should maintain to adequately insure itself. Failure of Customer to provide a compliant Certificate of Insurance and Overseas’s failure to insist upon a compliant Certificate of Insurance shall in no way alter the requirements herein. 13. Overseas, Lien and Security Interest. To secure Customer’s performance under these Terms & Conditions, Customer grants to Overseas, a lien and security interest against all of Customer’s non-exempt personal property that is in or on the Warehouse. This is a security agreement for the purposes of the Uniform Commercial Code, and Overseas may file a financing statement to perfect the Overseas’s security interest under the Uniform Commercial Code. In addition to the charges described herein, Customer shall be liable for any and all expenses Overseas, incurs to sell or dispose of the goods, including, but not limited to, attorney fees, transportation costs, administrative costs, and expenses necessary for the preservation of the goods. Overseas shall have the right to pay another service provider, whether hired by Overseas, or not, for services provided with relation to transportation, handling, warehousing, or related services, including instances where Overseas, provides such services, Overseas, hires a third party to provide the services, or otherwise. Customer consents to such costs being included in Overseas’s lien and sale of the goods to satisfy such costs. 14. Our Access Requirements. Customer shall comply with and cause each of Customer’s employees, contractors, and invitees to comply with and execute the Overseas, Access Requirements and furnish the executed the Overseas, Access Requirements to Overseas before Customer’s employees, contractors, or invitees access the premises. CUSTOMER’S failure to REQUIRE AND cause each of CUSTOMER’S employees, contractors, or invitees that enter OVERSEAS, LLC’S property to execute the OVERSEAS ACCESS REQUIREMENTS shall not constitute a waiver by OVERSEAS, LLC of the rights and remedies contained in THESE TERMS AND CONDITIONS and the OVERSEAS ACCESS REQUIREMENTS. CUSTOMER SHALL DEFEND AND INDEMNIFY OVERSEAS & DOMESTIC LOGISTICS, LLC FOR ANY CLAIMS OR DAMAGES INCURRED BY OVERSEAS & DOMESTIC LOGISTICS, LLC THAT OVERSEAS, LLC WOULD NOT HAVE OTHERWISE INCURRED HAD THE CUSTOMER FULFILLED THE TERMS IN THIS SECTION. The indemnity obligations under these Terms and Conditions are effective to the maximum extent permitted by law. If a law is applied in a jurisdiction that prohibits or limits the Customer’s ability to indemnify Overseas, , then Customer’s liability and indemnification obligation shall exist to the fullest extent allowed by the law of the relevant jurisdiction. 15. Notice of Claims. It is a condition precedent to recovery on any claim against Overseas, that Customer shall present all claims for loss or damage to goods to Overseas, in writing within 7 days after delivery or the expected delivery date of the goods underlying the claims. Customer agrees that any claims for which notice is not provided to Overseas, within 7 days are waived. Customer may only maintain an action by Customer or others against Overseas, for loss or damage to goods if said action is commenced within 6 months after delivery or the expected delivery date of the goods underlying the action. As a condition precedent to making any claim and/or filing any suit, Customer shall provide Overseas, a reasonable opportunity to inspect the goods which form the basis of Customer’s claim and/or suit. 16. Customer’s Representations. Customer represents and warrants that Customer has lawful possession of the goods and has the right and authority to tender those goods to Overseas, . Customer agrees to indemnify and hold harmless Overseas, from all loss, cost, and expense (including reasonable attorneys’ fees) which Overseas & Domestic Logistics, LLC pays or incurs as a result of any dispute or litigation, whether instituted by Overseas, or others, respecting Customer’s right, title or interest in the goods. Such amounts shall be charges in relation to the goods and subject to Overseas ’s lien. Customer represents and warrants that the information concerning the goods it provides Overseas, will be accurate, complete, and sufficient to comply with all laws and regulations concerning the storage, handling, and transporting of the goods, and Customer shall indemnify, defend, and hold Overseas, harmless from all loss, cost, penalty and expense (including reasonable attorneys’ fees) which Overseas, pays or incurs as a result of Customer’s failure to comply with this provision. 17. Warehouse Receipt. Any warehouse receipt issued by Overseas & Domestic Logistics, LLC in connection with these Terms and Conditions will be nonnegotiable. A warehouse receipt, if issued by Overseas, LLC may be issued in either physical or electronic form at Overseas & Domestic Logistics LLC’s option. 18. Abandoned Property. The Overseas, may retain, destroy, or dispose of any property left on the Premises after the termination of these Terms and Conditions by providing 30 days’ written notice to Customer by certified mail at Customer’s last known address. 19. Force Majeure. Overseas, shall not be liable for failure to perform any of its obligations during any time in which such performance is prevented by fire, flood, hurricane, storm, weather-related incidents, or other natural disasters, war, embargo, riot, civil disobedience, or the intervention of any government authority, or any other cause outside of the reasonable control of Overseas, . 20. Governing Law; Venue. These Terms and Conditions shall be subject to and governed by the laws of the State of Texas, without regard to choice-of-law principles and irrespective of the fact that one or more of the parties may be or may become a resident of a different state. The parties agree that any and all disputes under these Terms and Conditions shall be filed in Harris County District Court to the exclusion of federal courts.. 21. Non-Waiver. The failure or refusal of either party to insist upon the strict performance of any provision of these Terms and Conditions, or to exercise any right in any one or more instances or circumstances shall not be construed as a waiver or relinquishment of such provision or right, nor shall such failure or refusal be deemed a customary practice contrary to such provision or right. 22. If any provision in these Terms and Conditions is held to be unenforceable the parties intend and request that the provisions be reformed and replaced with a provision as close as the parties’ original intent as permitted by law and that as much of these Terms and Conditions remain in effect as permitted by law.