1. STORED GOODS: Crampt, LLC referred to in these Terms and Conditions as “Crampt” shall store and service CUSTOMER’S goods identified in accordance with the attached CUSTOMER profile (“Stored Goods”). CUSTOMER and Crampt may modify or add to the Stored Goods included in the CUSTOMER Profile. Such additional goods shall, unless otherwise indicated in writing, be deemed to be held under the same terms and conditions as the Stored Goods and will, from the date of tendering for storage to Crampt, be deemed Stored Goods as the term is used herein.
2. OWNERSHIP OF GOODS: CUSTOMER warrants and represents that it is the owner or legal custodian of the Stored Goods and has the lawful possession of and legal right and authority to store all of the Stored Goods in accordance with the terms and conditions set forth; and if Crampt becomes liable for any claim, damages or other liability concerning the Stored Goods, CUSTOMER agrees to pay all related attorney’s fees and expenses and all such claims, damages or other liabilities. Crampt shall have a lien on the Stored Goods for all storage and other charges and for such costs and expenses.
3. ACCEPTANCE: This Agreement is valid and enforceable without Customer signature when the CUSTOMER has placed an order with Crampt or provided Stored Goods to Crampt.
4.1. RATES: CUSTOMER agrees to pay Crampt for its services according to Crampt’s then current Schedule of Rates (Schedule A), and any revisions thereto. Monthly rates shall be due in advance. Rates may be changed upon thirty (30) days notice to CUSTOMER. For goods received during a month or stored for a portion of a month, charges will be assessed according to the Schedule of Rates. Additional charges, if any, shall be paid simultaneously with the monthly rates.
4.2. STORAGE TERM: The minimum term of storage is three months (“Minimum Term”). Crampt shall not deliver or allow CUSTOMER to pick up Stored Goods unless all charges are paid in full, including storage fees, delivery charges and any other charges due prior to the end of the Minimum Term.
5. TERMS OF PAYMENT: Payments for storage and other charges are due and payable on the date of this Agreement and on the same date of each succeeding month thereafter. Where goods are placed in or allowed to remain in storage for a fraction of a month, a full month’s storage will be charged.
6. LIMITATIONS OF LIABILITY:
6.1 CRAMPT SHALL BE LIABLE ONLY FOR ITS FAILURE TO USE ORDINARY CARE AND THEN ONLY TO THE VALUE SET FORTH BELOW IN SECTION 6.2. CRAMPT IS NOT RESPONSIBLE FOR ANY LOSS, DAMAGE, OR DESTRUCTION, INCLUDING ANY MECHANICAL MALFUNCTION, TO STORED GOODS CAUSED BY NEGLIGENT ACTS OR OMISSIONS OF THE CUSTOMER OR OTHER SUCH CIRCUMSTANCES BEYOND THE CONTROL OF CRAMPT, INCLUDING, BUT NOT LIMITED TO, NATURAL DETERIORATION, TEMPERATURE, DAMPNESS OF ATMOSPHERE, FIRE, SPRINKLER LEAKAGE, INHERENT DEFECT OF THE STORED GOODS, ACTS OF WAR OR CIVIL UNREST, INSURRECTION, STRIKES, SEIZURE OR LEGAL PROCESS, LABOR TROUBLES, RIOTS, EARTH QUAKE, NATURAL DISASTERS, OR ACTS OF GOD (EACH A “FORCE MAJEURE EVENT”). CRAMPT SHALL NOT BE LIABLE FOR DAMAGE TO FRAGILE ARTICLES (ARTICLES SUSCEPTIBLE TO BREAKAGE OR CRUSHING) THAT ARE NOT BOTH PACKED AND UNPACKED BY ITS EMPLOYEES, CONTRACTORS OR AGENTS AND, IN ANY EVENT, CRAMPT’S LIABILITY SHALL BE LIMITED AS SET FORTH HEREIN. CRAMPT DOES NOT REPRESENT OR WARRANT THAT ANY WAREHOUSE FACILITY IS FIREPROOF OR THAT THE CONTENTS OF THE WAREHOUSE FACILITY, INCLUDING THE STORED GOODS, CANNOT BE DESTROYED BY FIRE. CRAMPT SHALL NOT BE REQUIRED TO PROVIDE A WATCHMAN AND FAILURE TO PROVIDE A WATCHMAN SHALL NOT CONSTITUTE NEGLIGENCE OF CRAMPT. IN NO EVENT SHALL CRAMPT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR SIMILAR TYPES OF DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST PROFITS, REPLACEMENT, RECONSTRUCTION OR RESTORATION, REGARDLESS OF THE CAUSE OR THE FORM OF CLAIM AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE.
6.2 CUSTOMER HEREBY DECLARES THE VALUE OF STORED GOODS TO BE $0.60/LB FOR STORED GOODS (“DECLARED VALUE”). CUSTOMER UNDERSTANDS AND AGREES THAT CRAMPT’S LIABILITY FOR ANY AND ALL CLAIMS HEREUNDER IS LIMITED TO THIS DECLARED VALUE UNLESS OTHERWISE AGREED UPON IN WRITING.
6.3 Stored Goods are not insured by Crampt. If excess valuation is desired beyond the Declared Value, CUSTOMER must request excess valuation coverage and Crampt must agreed to provide such excess valuation coverage in writing at the time of order creation. In the event Crampt agrees to provide such excess valuation coverage, the limits of such coverage shall be deemed to be the Declared Value for purposes of Section
6.4 CUSTOMER understands and acknowledges that normal deterioration and aging of Stored Goods occurs with time.
6.5 Claims by CUSTOMER for any loss, damage, or destruction must be presented in writing to Crampt within a reasonable time and in no event longer than sixty (60) days after the earlier to occur of:
(a) CUSTOMER knows or should have known of such loss damage or destruction; and
(b) delivery of the Stored Goods that are the subject of the claim (“Notice Date”).
6.6 No claim may be maintained by CUSTOMER or others against Crampt for loss, damage or destruction of the Stored Goods by Crampt pursuant to this Agreement, unless CUSTOMER provides Crampt with written notice of the claim prior to the Notice Date, and unless such claim is commenced within nine months after the Notice Date.
7. SERVICES TO STORED GOODS: Services required of Crampt are limited to storage, packing, handling, moving and shipping, and Crampt does not accept responsibility for any additional attention or service. Should Crampt, however, in its sole discretion, determine that moth-treating, fumigation, or otherwise treating or handling all or a portion of the Stored Goods is necessary for the protection of the Stored Goods, it may render such additional service and add its charge therefore to the amount payable by the CUSTOMER.
8. DELIVERY AND ACCESS TO GOODS:
8.1 Stored Goods will be ready for delivery or access during regular working days, on 48 business hours notice from the CUSTOMER or any authorized person (s) identified on the CUSTOMER PROFILE or any person Crampt reasonably believes to have authority to act on behalf of CUSTOMER. CUSTOMER represents that the authorized person (s) has/have full authority to order any service for or removal of the Stored Goods and to deliver and receive such Stored Goods. Such order may be given through the website, by telephone, email or in writing.
8.2 When Stored Goods are ordered out, Crampt shall be given a reasonable time to carry out said instructions, and if it is delayed or unable to do so (or to provide any other service herein contemplated) because of a Force Majeure Event or because of loss or destruction of Stored Goods for which Crampt is not liable, or because of any other excuse provided by law, Crampt shall not be liable for any delay or failure to carry out such instructions or services.
8.3 Crampt reserves the right to deny access to or delivery of the Stored Goods until such time as CUSTOMER has cured any Default under this Agreement.
8.4 CUSTOMER will not be allowed to access the Crampt warehouse.
8.5 Crampt shall not be liable to CUSTOMER by delivering Stored Goods to any person representing him or herself as a person named on the CUSTOMER PROFILE.
9. TERM: Unless sooner terminated as provided herein, the term of this Agreement shall continue until CUSTOMER gives Crampt notice of termination on the Crampt website.
10. ASSIGNMENT: No rights, liabilities or obligations of CUSTOMER under this Agreement can be assigned without the express written consent of Crampt, which Crampt may withhold at its discretion. Until such express written consent is granted by Crampt, CUSTOMER remains fully liable under this Agreement.
11.1 The occurrence of any one or more of the following events shall constitute default (“Events of Default”): a. Failure to pay any sum due hereunder within fifteen (15) days of when due; or b. Breach of any provisions of this Agreement.
11.2 Upon the occurrence of any of the Events of Default, Crampt, at its sole option, may exercise any or all of the following remedies without terminating the agreement:
a. Demand in writing that CUSTOMER pick up the Stored Goods;
b. Deliver the Stored Goods to the Delivery Address, if specified, and if not, to CUSTOMER’S address. Delivery of Stored Goods to CUSTOMER shall be at CUSTOMER’S sole cost and expense and payment of all outstanding storage, handling and delivery charges will be prepaid;
c. Sell the Stored Goods as provided for in Section 12;
d. Terminate this Agreement, whereupon Crampt shall recover all costs and damages suffered by reason of such termination; or
e. Exercise any and all rights available to Crampt under law or at equity.
11.3 In the event Crampt exercises any of its available rights or remedies, it shall have no liability to CUSTOMER or anyone claiming through CUSTOMER. The exercise by Crampt of any one or more of the remedies provided in this Agreement shall not prevent the subsequent exercise by Crampt of any one or more of the other remedies herein provided. All remedies provided for in this Agreement are cumulative and may, at the election of Crampt, be exercised alternatively, successively or in any other manner and are in addition to any of the rights provided by law. Crampt shall be entitled to recover all reasonable attorneys’ fees and costs incurred in connection with the enforcement of this Agreement.
12. WAREHOUSEMAN’S LIEN: This Agreement, the terms and conditions stated herein, the Schedule A, the CUSTOMER profile, and any other attached schedules or addendums shall collectively constitute a Warehouse Receipt. Crampt shall have a lien upon the Stored Goods, or on the proceeds thereof in its hand for all lawful charges for storage and preservation of interest, transportation, labor, wrapping, coopering, crating and all other charges and expenses in relation to the Stored Goods, or any part thereof, and also for all reasonable charges and expenses for notice and advertisement of sale, and for the sale of the property where default has been made in satisfying Crampt’s lien, pursuant to the Uniform Commercial Code of California. Crampt may enforce the lien at any time either by public or private sale of the Stored Goods without a judicial hearing. This lien shall not prevent Crampt from exercising any other remedies it may have, nor shall enforcement of the lien provided for in this Section bar Crampt’s right to recover so much of its claim as is not paid from the proceeds of a foreclosure sale. If Customer notifies Crampt in writing that Customer is a member of the military, then Crampt agrees to follow the requirements of applicable law regarding Crampt’s enforcement of any liens.
13. RELOCATION OF STORED GOODS: Crampt reserves the right to relocate Stored Goods to another Crampt or contracted warehouse facility within a 50-mile radius without advance notification to CUSTOMER. Such relocation shall not interfere with Crampt’s enforcement of its lien rights.
14. INDEMNIFICATION: Unless caused by the gross negligence of Crampt, CUSTOMER agrees to fully indemnify, defend and hold harmless Crampt and its Affiliates and its and theirs officers, employees, contractors and agents for any liability, cost or expense, including reasonable attorney’s fees and costs, that Crampt may incur as a result of any claims, demands, costs or judgments against it arising out of its relations with CUSTOMER or third parties pursuant to this Agreement.
15.1 CUSTOMER agrees to comply with the Standard Storage Operating Procedures of Crampt, a copy of which CUSTOMER acknowledges has been provided by Crampt.
15.2 CUSTOMER shall not, at any time, store with Crampt, any narcotics, materials considered to be highly flammable, explosive, toxic, radioactive, organic material, which may attract vermin or insects, or any other materials which are otherwise illegal, dangerous and unsafe to store or handle in an enclosed area. Crampt reserves the right to open and inspect any Stored Goods tendered from storage and refuse acceptance of any goods, which, in Crampt’s sole discretion, fail to comply with Crampt’s storage restrictions and guidelines.
15.3 CUSTOMER acknowledges that from time-to-time, the Crampt website will be unavailable or offline, in which case Crampt will not be liable to CUSTOMER for any delays in performance.
15.4 Crampt’s delivery services may not be available on Sundays, US bank holidays or other dates as determined by Crampt.
15.5 Crampt will endeavor to provide next-business day delivery services, but CUSTOMER acknowledges that such service may not be available.
15.6 Deliveries outside Crampt’s standard delivery area will be priced at Crampt’s then-current rate schedule and CUSTOMER agrees to pay such rates.
15.7 CUSTOMER agrees to be responsible for paying Crampt’s missed pickup or delivery charge based on Crampt’s then-current rate schedule.
15.8 IF CUSTOMER fails to return or damages any Crampt supplies or equipment, CUSTOMER agrees to reimburse Crampt for any such items at Crampt’s then-current rate schedule.
15.9 CUSTOMER acknowledges that Crampt reserves the right to reject any item that it deems too large or heavy to safely transport and store.
15.10 CUSTOMER or an authorized representative over 18 years of age must be at the pickup or delivery location in order to receive or send for delivery any Stored Goods.
15.11 In the event CUSTOMER fails to return to Crampt in good working condition any equipment provided by Crampt including, without limitation, any moving equipment, CUSTOMER agrees to pay Crampt for the replacement cost of any such equipment.
16. CONFIDENTIALITY: Crampt shall exercise that degree of care in safeguarding deposits entrusted to it by CUSTOMER, which a reasonable and careful storage provider would exercise with respect to similar goods of its own, provided; however, that liability of Crampt to CUSTOMER shall be limited as set forth in this Agreement.
17. CHANGE OF ADDRESS: Notice of any change of address of CUSTOMER must be given by CUSTOMER to Crampt on the Crampt website.
18. MISCELLANEOUS: The term “Agreement” includes and incorporates the stated terms and conditions, Schedule A, Customer Profile, and any and all schedules and addendums. This Agreement constitutes the entire agreement between the parties, and supersedes any and all prior agreements, arrangements and understandings, whether oral or written, between the parties. CUSTOMER acknowledges and agrees that Crampt may utilize subcontractors selected and approved by Crampt. Crampt shall be entitled to assign this Agreement upon written notice provided to CUSTOMER. CUSTOMER acknowledges and agrees that Crampt may utilize the services of companies that are owned by, that own or that are under common control with, Crampt (“Affiliates”). CUSTOMER further acknowledges and agrees that all Crampt benefits and protections set forth in this Agreement, including, without limitation, Section 6, apply to both Crampt and its Affiliates. No modification of this Agreement shall be binding unless in writing, attached hereto, and signed by the party against which it is sought to be enforced. No waiver of any right or remedy shall be effective unless in writing and nevertheless, shall not operate as a waiver of any other right or remedy on a future occasion. Every provision of this Agreement is intended to be severable. If any term or provision is illegal, invalid or unenforceable, there shall be added automatically as part of this Agreement, a provision as similar in terms as necessary to render such provision legal, valid and enforceable. This Agreement shall be construed in accordance with the laws of the State of California without giving affect to its conflict of laws principle. All notices under this Agreement shall be in writing. Unless delivered personally, all notices shall be addressed to the appropriate addressee noted herein, or as otherwise noted in writing in accordance with this provision. Notices shall be deemed to have been given on the second day after mailing if mailed by U.S. First Class Mail. All words and phrases in this Agreement shall be construed to include the singular or plural number, and the masculine, feminine or neutral gender, as the context requires. Nothing in this Agreement shall be deemed or construed to constitute or create a partnership, association, joint venture, or agency between the parties hereto.
19. ARBITRATION: Any dispute, controversy or claim arising out of this Agreement or in connection with the Stored Goods, whether founded in tort or contract, shall be submitted to arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be held in Austin, Travis County, Texas, by a single neutral arbitrator. Crampt and CUSTOMER shall share equally the cost of arbitration. The arbitrator may not vary, modify or disregard the provisions contained herein, including those respecting the declared valuation of the Stored Goods and the limitation of liability of Crampt.