TERMS OF AGREEMENT

TERMS OF AGREEMENT – CONDITIONS OF ACCEPTANCE FOR WORK

FEES.

The hourly fees and material costs are as set forth in the Work Order. Hourly rates are charged portal to portal. Client agrees to pay total amount and any taxes resulting from this agreement. Late fees will be assessed at a rate of 1.5% per month on the unpaid balance.

DEPOSIT.

Upon the execution of the Work Order the Client shall provide to the Company a minimum deposit in the sum of 25.00% of the total fee set forth on the Work Order (the “Deposit”). The deposit shall be applied toward the balance due on the final invoice. In the event of cancellation by the Client, the Deposit shall be non-refundable unless the Client cancels Service at least 48 hours prior to the scheduled commencement of the services to be performed by the COMPANY.

SERVICES PROVIDED.

COMPANY hereby agrees to provide handling services, as described in the Work Order, to Client. COMPANY retains the right to refuse to perform specific requests by the Client other than as specifically defined or identified in the Work Order or pursuant to mutually agreed upon amendments in writing signed by both parties.

COOPERATION REQUIRED.

Client shall reasonably cooperate with COMPANY in performing the services, including providing COMPANY with safe and timely access to Client’s facilities, and information reasonably necessary to the performance of the services at no charge to COMPANY. Client shall provide information for any known or non-obvious damage or structural deficiencies, restorations, or defects that may directly or directly have an effect upon by COMPANY’s performance of the services contracted.

LIMITATIONS OF LIABILITY.

THE MAXIMUM LIABILITY OF COMPANY FOR LOSS OR DAMAGE BY ANY CAUSE, INCLUDING NEGLIGENCE, IS LIMITED TO $0.60 (SIXTY CENTS) PER POUND AS DETERMINED BY THE ACTUAL WEIGHT OF THE UNWRAPPED PROPERTY (HEREINAFTER REFERRED TO AS THE “GOODS”), BUT IT CANNOT EXCEED THE ACTUAL LOSS. COMPANY SHALL NOT BE LIABLE FOR ANY CLAIM IN EXCESS OF $0.60 (SIXTY CENTS) PER POUND, PER ARTICLE, WHETHER THE RESULT OF LOSS, DAMAGE, DELAY, NON-DELIVERY, MISDELIVERY OR MISINFORMATION, UNLESS THE SHIPPER DECLARES A HIGHER VALUE, PAYS AN ADDITIONAL CHARGE, AND DOCUMENTS ITS ACTUAL LOSS IN ACCORDANCE WITH THE CLAIM FILING RULES CONTAINED HEREIN. SHOULD ANY CLAIM IN AN AMOUNT IN EXCESS OF THE FOREGOING LIMITS OF LIABILITY BE ASSERTED AGAINST COMPANY BY A THIRD PARTY FOR LOSS OR DAMAGE TO PROPERTY HANDLED BY COMPANY, THE SHIPPER, CONSIGNEE, AND CLIENT SHALL INDEMNIFY AND HOLD COMPANY HARMLESS AS AGAINST ANY SUCH CLAIM. THIS PROVISION SHALL BE IN FORCE REGARDLESS OF THE CAUSE OF SUCH LOSS OR DAMAGE, INCLUDING NEGLIGENCE. COMPANY SHALL NOT BE LIABLE FOR LOSS OR DAMAGE DUE TO LACK OF DETAILED AND SPECIFIC CLIENT INSTRUCTIONS IN HANDLING AND/OR PLACEMENT OF PROPERTY. THE PROVISIONS OF THIS CONTRACT ALSO EXTEND TO ITEMS DAMAGED INSIDE A CLIENT, SHIPPER OR CONSIGNEE’S PREMISES OR PLACE OF BUSINESS. CLIENT AGREES THAT THE ABOVE LIMITATIONS OF LIABILITY, APPLY TO ALL SERVICES PROVIDED BY COMPANY UNDER THE WORK ORDER.

INDEMNIFICATION.

Client releases, agrees to indemnify, defend and hold harmless COMPANY (and our officers, directors, employees, and agents) against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to your actual or alleged breach of any covenants, representations, or obligations in this Agreement .Client will use counsel reasonably satisfactory to COMPANY to defend each indemnified Claim. If at any time COMPANY reasonably determines that any indemnified Claim might adversely affect it, COMPANY may take control of the defense at COMPANY’S expense. Client may not consent to the entry of any judgment or enter into any settlement of a Claim without COMPANY’s prior written consent, which may not be unreasonably withheld.

EXCLUSIONS.

COMPANY is not responsible or otherwise liable, directly or indirectly, for loss or damage to Property due to: Goods, improperly or inadequately packed or mislabeled by the Client or the Client’s agents or employees; not professionally packed and secured by COMPANY or via third party hired or directed by COMPANY; containing internal damage or concealed breakage; involving breakage of glass and ceramic; involving works in plaster; involving uncured (not thoroughly dry) paintings; involving inherent vice, defect or weakness, wear, tear, gradual deterioration, moths, insects, rodents, vermin or any preexisting condition; involving the fabrication, repairing, refinishing, renovating, framing, reframing, restoring
or retouching process; containing internal mechanics or instrumentation; with waxen, resinous, or viscous surface area, be they in wet, semi-dry, or hardened state; damaged or excessively worn; that are antiques or in disrepair; that are uncured and/or involve unset varnish applied to furniture; involving mysterious disappearance, damage by fire, lightning, windstorm, hail, explosion, collapse, water damage, burglary, theft, vandalism, malicious mischief, wear and tear, gradual deterioration, rust, oxidation, and mold; with directional orientation to which the Client does not affix descriptive arrows in advance; involving loss or damage directly or indirectly occasioned by, happening through or in consequence of war, invasion, acts of foreign enemies, acts of customs officials, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power of confiscation or nationalization, requisition or destruction of or damage to Property by or under the order of any government or public or local authority; involving ionizing radiations, contamination by radioactivity from any nuclear fuel or nuclear waste or from the combustion of nuclear fuel, radioactive, toxic explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof, any weapon of war employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter, biological or chemical weapons and /or terrorism; involving the willful misconduct of the consignor, damage or depreciation arising from variation on atmospheric temperature or level of humidity; damage caused by spoilage, contamination, deterioration, freezing, electrical and/or mechanical failure, and or damage to refrigerated and/or temperature controlled Property, damage caused by mechanical or electronic derangement on clocks, scientific instruments, computers, hi-fi equipment, decrease in market value; involving ordinary leakage, ordinary loss in weight or volume, folded, rolled or shipped unwrapped at the stated request of the Client regardless of whether such loss or damage may be caused or contributed to by the negligence of COMPANY, its agents or employees. In relation to subjective terms as used above (“inadequately packed,” “inherent vice,” “excessively worn,” etc.) it is understood that the Client allows and releases COMPANY to define and interpret these terms as reasonably and commonly acceptable in COMPANY’S industry and as applied against common and previous occurrences in the normal course of packing and shipping.

The following types of freight shall not be stored or transported by COMPANY under any circumstance: contraband or illegal substances; firearms or ammunition; explosive, chemical, noxious or dangerous Property; livestock; plants; or biological or hazardous Property. The act of consigning items of these types to COMPANY, which are disguised by the Shipper, acting with or without knowledge of the Client, shall entitle COMPANY to recover any and all costs for fines, penalties, legal fees, damage to COMPANY equipment and/or personal injury and compensation to COMPANY employees. The Client also shall be liable for and indemnify COMPANY against all loss or damage to other Property or persons caused by said dangerous Property. COMPANY is at liberty to dispose of any items consigned with or associated with said dangerous Property at any time and place deemed appropriate by COMPANY with disposal charges billable to the Client. COMPANY 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 COMPANY’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.

LEGAL RIGHT.

For all Goods transported and serviced by COMPANY, Client is the owner of all Goods or Client has the legal right to have all Goods in its possession. COMPANY will maintain an inventory of all such transported items. This inventory shall be based upon visual inspection of the Goods transported and shall include a brief description of each object. In some cases inventory information may also include digital images of the Goods. COMPANY shall be under no obligation to open closed crates or sealed containers for the purpose of conducting the inventory unless the crate or sealed container was packed by the COMPANY or its agents. In situations where crates or containers are sealed that were not packed by COMPANY or its agents, COMPANY will simply number the crates or containers and list them in the inventory as such. The inventory listing shall be attached and made a part of this agreement.

CONDITION OF GOODS.

Client must physically inspect all Goods tendered to COMPANY. Client waives any claim that the condition of the Goods has changed or the Goods have been damaged while in COMPANY’S possession. Client warrants that Goods provided to COMPANY “packed by shipper” for the purpose of tender to COMPANY have been packed, packaged, protected and labeled to ensure safe handling. COMPANY shall not be liable for loss or damage to Goods received packed by shipper. Client acknowledges that COMPANY shall be entitled to rely on the description of the Goods provided by Client to COMPANY and that acceptance of the care, custody or control of the Goods by COMPANY is not an acknowledgement or confirmation by COMPANY of the accuracy of such description, and that COMPANY is entitled to rely upon such description and to use such description in COMPANY’S business records, including inventory and other reports, service requests and shipping documentation without any liability to Client or any third party with respect thereto. Client understands and agrees that that COMPANY is relying upon Client’s representation with respect to the identity, nature and condition of the Goods, and agrees to indemnify, defend and hold harmless COMPANY from and against all claims, liabilities, demands, costs and expenses of every nature and description (including attorney’s fees and disbursements and court costs) incurred by or asserted against COMPANY if this representation is untrue in any respect.

INSPECTION REQUIRED.

Client shall inspect his/her order upon delivery by COMPANY. Failure to inspect and send written notification of damage to COMPANY or Client’s insurer by registered or certified mail specifying the nature of the complaint within three (3) days after receipt by Client shall constitute an irrevocable and final acceptance of the Goods and an admission that COMPANY fully complied with all terms, conditions and specifications of this agreement, impairing any other remedy available to client.

DISCLAIMER & GENERAL RELEASE.

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CLIENT WAIVES AND DISCLAIMS: (1) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE.

FORCE MAJEURE.

COMPANY will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

REPRESENTATIONS.

COMPANY warrants that the services provided hereunder will be performed in a workmanlike manner in accordance with reasonable commercial standards for handling, shipping, transport and storage of fine art, antiques, wine, household goods and furnishings, u n l e s s s t a t e d h e r e i n. There are no other representations or warranties, express or implied. Client represents and warrants to us that: (a) if Client is a business, Client is duly organized, validly existing and in good standing under the Laws of Your Elected Country or the United States; (b) your principal place of business (or, if Client is registering as an individual, your primary place of residence) is located within Your Elected Country or the United States and Client will not conduct any operations relating to this Agreement from outside Your Elected Country or the United States; (c) Client has all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations Client grant hereunder; and (d) Client is in compliance with all applicable Laws in the performance of its obligations under this Agreement. LIEN ON ANY PROPERTY. COMPANY claims a lien on the goods covered hereby and proceeds from the statutory sale of such goods for outstanding storage, transportation (including terminal charges) insurance, labor or charges present or future in relation to the goods, and for expenses as necessary for preservation of the goods or reasonably incurred in their sale, incurring attorney fees. RIGHT OF REJECTION. COMPANY reserves the right to reject Goods which are visually damaged, when accepting such Goods would likely result in delay or damage to other shipments, equipment or personnel, the Goods are prohibited by law or the shipment or storage of the such Goods would violate this agreement or the terms of any agreement between Client and COMPANY. This right of rejection shall apply to any tender of Goods to COMPANY even if a previous tender of similar Goods under similar or dissimilar circumstances was accepted by COMPANY.

LIEN ON ANY PROPERTY.

COMPANY claims a lien on the goods covered hereby and proceeds from the statutory sale of such goods for outstanding storage, transportation (including terminal charges) insurance, labor or charges present or future in relation to the goods, and for expenses as necessary for preservation of the goods or reasonably incurred in their sale, incurring attorney fees.

RIGHT OF REJECTION.

COMPANY reserves the right to reject Goods which are visually damaged, when accepting such Goods would likely result in delay or damage to other shipments, equipment or personnel, the Goods are prohibited by law or the shipment or storage of the such Goods would violate this agreement or the terms of any agreement between Client and COMPANY. This right of rejection shall apply to any tender of Goods to COMPANY even if a previous tender of similar Goods under similar or dissimilar circumstances was accepted by COMPANY.

PACKAGING DEFECTS.

No responsibility for inspection of any sealed package or container may be implied from this receipt or work order. COMPANY is not responsible for any losses or damages arising from latent or obvious defects of packaging or any unlawful act arising during transportation or pick up of the goods. COMPANY expressly disclaims responsibility for contents of sealed package or container.

ATTORNEY’S FEES AND VENUE.

Client shall be responsible for the payment of COMPANY’s reasonable attorney’s fees if COMPANY engages or retains an attorney with respect to the enforcement of the provisions of this Agreement or makes any collection of any sums due, whether it is necessary to file legal proceedings for such enforcement or collection; and all costs and expenses of the same. Any dispute related to this Agreement shall be resolved through binding arbitration according to the rules of the American Arbitration Association with a single arbitrator in Broward County, Florida.

GOVERNMENTAL REQUIREMENTS.

It is the responsibility of the Client to know and comply with the marking requirements of the United States, the regulations of the U.S. Food and Drug Administration, and all other requirements, including regulations of Federal, state and/or local agencies pertaining to the Goods COMPANY shall not be responsible for action taken or fines or penalties assessed by any governmental agency against the shipment because of the failure of the 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. WAREHOUSEMAN’S LIEN. If Client refuses any Goods tendered to Client for delivery, or if COMPANY is unable to deliver the Goods to Client or to the destination designated by Client for any reason whatsoever, or if the Goods are required to be placed in storage during transit, or the Goods are placed into storage at Client’s direction for any reason whatsoever, COMPANY’S liability shall then become that of a warehouseman. Storage charges, based on COMPANY’S rates or the rates of the operator of a storage facility where the Goods may be stored shall start on the business day after storage commences. Storage may be, at COMPANY’S option, in any location that provides reasonable protection against loss or damage. Such storage shall be at Client’s expense and without liability to COMPANY. AGREEMENT AND ACCEPTANCE. By tendering Goods to COMPANY, Client agrees that it has read and fully understands these Terms and Conditions, confirms that COMPANY is not responsible to clarify to Client any of these Terms and Conditions, and that these Terms and Conditions govern all respects the Services rendered, including the limits on COMPANY’S liability and release of responsibility of COMPANY for loss or damage to the Goods.

WAREHOUSEMAN’S LIEN.

If Client refuses any Goods tendered to Client for delivery, or if COMPANY is unable to deliver the Goods to Client or to the destination designated by Client for any reason whatsoever, or if the Goods are required to be placed in storage during transit, or the Goods are placed into storage at Client’s direction for any reason whatsoever, COMPANY’S liability shall then become that of a warehouseman. Storage charges, based on COMPANY’S rates or the rates of the operator of a storage facility where the Goods may be stored shall start on the business day after storage commences. Storage may be, at COMPANY’S option, in any location that provides reasonable protection against loss or damage. Such storage shall be at Client’s expense and without liability to COMPANY.

AGREEMENT AND ACCEPTANCE.

By tendering Goods to COMPANY, Client agrees that it has read and fully understands these Terms and Conditions, confirms that COMPANY is not responsible to clarify to Client any of these Terms and Conditions, and that these Terms and Conditions govern all respects the Services rendered, including the limits on COMPANY’S liability and release of responsibility of COMPANY for loss or damage to the Goods.

SUBCONTRACTING.

COMPANY may subcontract the performance of Services to Third Parties (“Subcontractors”). COMPANY shall not be liable or responsible for any negligence, malpractice, fault, errors or omissions in the performance of Services by any Subcontractor. RATE APPLICATION. Services provided by COMPANY, either by request or job necessity (i.e. labor, admin, materials, crating, transport, storage, etc.) are billable and payment shall be the responsibility of the Client. Estimates are issued on the basis of immediate acceptance and COMPANY maintains the right to withdraw or revise any estimate or the Work Order. Conditions which nullify estimates and cause rate adjustments may include, but are not limited to, the following: Additional volume (larger and/or heavier Goods), special handling equipment, additional pick-ups, deliveries, administration, labor, materials, crating, and/or storage, delays or cancellations, poor access and/or non-availability. WAIVER OF JURY TRIALS, COUNTERCLAIMS AND SUBROGATION. In any action or proceeding brought by one party as and against the other, the Client specifically waives his/her right to a jury trial and agrees not to interpose any counterclaim on any action commenced by COMPANY. All insurance policies covering the Property that the Client has or shall procure on its own behalf shall specifically contain a waiver of subrogation as and against COMPANY. MISCELLANEOUS. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement. Subsequently, any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.

RATE APPLICATION.

Services provided by COMPANY, either by request or job necessity (i.e. labor, admin, materials, crating, transport, storage, etc.) are billable and payment shall be the responsibility of the Client. Estimates are issued on the basis of immediate acceptance and COMPANY maintains the right to withdraw or revise any estimate or the Work Order. Conditions which nullify estimates and cause rate adjustments may include, but are not limited to, the following: Additional volume (larger and/or heavier Goods), special handling equipment, additional pick-ups, deliveries, administration, labor, materials, crating, and/or storage, delays or cancellations, poor access and/or non-availability. WAIVER OF JURY TRIALS, COUNTERCLAIMS AND SUBROGATION. In any action or proceeding brought by one party as and against the other, the Client specifically waives his/her right to a jury trial and agrees not to interpose any counterclaim on any action commenced by COMPANY. All insurance policies covering the Property that the Client has or shall procure on its own behalf shall specifically contain a waiver of subrogation as and against COMPANY.

WAIVER OF JURY TRIALS, COUNTERCLAIMS AND SUBROGATION.

In any action or proceeding brought by one party as and against the other, the Client specifically waives his/her right to a jury trial and agrees not to interpose any counterclaim on any action commenced by COMPANY. All insurance policies covering the Property that the Client has or shall procure on its own behalf shall specifically contain a waiver of subrogation as and against COMPANY.

MISCELLANEOUS.

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement. Subsequently, any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.

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