Warehouse Terms & Conditions
NON-NEGOTIABLE WAREHOUSE RECEIPT TERMS AND CONDITIONS
The following terms and conditions (“Terms & Conditions”) govern all use of www.closetbox.com and the Company’s services, which are available to You only if you accept these Terms & Conditions.
1. DEFINITIONS. The capitalized terms herein shall have the following meanings:
(a) “Service Provider” or “Service Providers” means, individually and collectively, any carrier, common carrier, mover, shipper, freight forwarder, or other individual, firm, partnership, corporation, or governmental entity which the Company has engaged on a subcontract basis to perform the Services described herein.
(b) “Charges” – all charges and fees due hereunder, present or future, including without limitation, Rent, financing charges, late charges, handling charges, charges for storage or transportation (including demurrage and terminal charges), insurance, labor or other and any costs or interest associated with the processing of Your delinquent account.
(c) “Company” – Closetbox, Inc., a Colorado corporation, and/or its wholly owned subsidiary Closetbox Storage Worldwide, LLC, including officers, directors, employees and agents of Company while acting within the scope and course of their employment.
(d) “Dashboard” – Your account profile and information accessed by logging in to Your account at www.closetbox.com, which information is incorporated into these Terms & Conditions.
(e) “Effective Date” – the date first provided on the Warehouse Receipt.
(f) “Facility” shall mean the warehouse or other facility location indicated on the Warehouse Receipt and any truck, lift or other equipment owned or rented by Company’s Service Provider and used to transport Your Goods.
(g) “Goods” – the personal property and any portion thereof that the Company has agreed to receive and store and that is identified on the Warehouse Receipt that the Company issues to You pursuant to these Terms & Conditions
(h) “Warehouse Receipt” – the Non-Negotiable Warehouse Receipt including these Terms & Conditions herein and all contact information on Your Dashboard.
(i) “You” or “Your” – the person, firm, corporation or other entity for whom the Goods are stored and to whom the Warehouse Receipt was issued and anyone else claiming an interest in the Goods.
2. ISSUANCE OF WAREHOUSE RECEIPT.
(a) By submitting an order through www.closetbox.com, You have requested that Your Goods be picked up, delivered and stored at the Facility and You have agreed to all of the Terms & Conditions provided herein. You provided the description of the Goods and the actual contents, condition and quality of Goods are unknown to Company and its Service Provider. When the Company’s Service Provider arrives to pick up the Goods, the Company may inspect the Goods and may update Your account to modify the condition of the Goods as initially listed by You. You shall receive notice of any changes via email at the address you provided, and You will be bound by any changes to the condition of Goods unless You object to such change within 10 days of receipt of the notice.
(b) The Company will issue You a Warehouse Receipt via email to the email address you provided in your Dashboard within a reasonable time after the Company’s Service Provider accepts care, custody and control of the Goods. Upon issuance of the Warehouse Receipt, the Company certifies that its Service Provider has received the Goods for storage in the Facility for Your account and You agree to these Terms & Conditions, which are expressly incorporated by reference into the Warehouse Receipt.
(c) Any time after delivery of the Goods to the Facility, such Goods shall be delivered to You upon request, provided that all storage, handling and other Charges, including minimum charges, have been paid by You. The Company does not accept payment in cash. Contact the Company at firstname.lastname@example.org to discuss payment options.
(d)You acknowledge and agree that the Company shall subcontract with its Service Providers to perform any and all services for You, and you expressly consent to the Company’s use of Service Providers to provide the services to You as described herein. You further acknowledge and agree that Your reservation time is only an estimate and that Company reserves the right to modify or delay the pick-up time for Your Goods, upon prior notice to You. Company expressly disclaims any liability for any losses incurred by You related to the timing or scheduling of the pick-up of your Goods.
3. TENDER FOR STORAGE.
(a) Your tender of the Goods to Company is complete upon the pickup of the Goods by the Service Provider, at which time Company’s possession and storage of the Goods on Your behalf will commence. Company will act as the consignor and consignee of the Goods from Your location to the warehouse Facility and You will not have a direct contractual or other relationship with Service Provider. Company and its Service Provider are unaware of the kind, quantity or value of the Goods stored by You. You assume full responsibility and liability for packing and securing Your Goods for over the road transportation. You shall store only personal property that You own and will not store property that is claimed by another or in which another has any right, title or interest. You shall not store any food or perishable goods, hazardous materials (as defined below), flammable materials, explosives, or other inherently dangerous material. You shall not store any personal property which would result in the violation of any law or regulation of any governmental authority, including, without limitation, all laws and regulations relating to Hazardous Materials, waste disposal and other environmental matters.
(i) For purposes of this Agreement, “Hazardous Materials” shall include, but not be limited to, any hazardous or toxic chemical, gas, liquid, substance, material or waste that is or becomes regulated under any applicable local, state or federal law or regulation. You shall not store Goods that will constitute waste, nuisance or unreasonable annoyance to other customers in the Facility.
(ii) You acknowledge and agree that the Facility is not suitable for the storage of objects which have sentimental value to You or others, including, but not limited to, heirlooms or precious, invaluable or irreplaceable property such as books, records, writings, works of art, photographs, and items for which no immediate resale market exists. You agree that the value of any of the foregoing items that You choose to store in violation of this provision shall be limited to the salvage value of the item’s raw materials.
(iii) Further, You acknowledge and agree not to store the following items with Company’s Service Provider: money, bank notes, scrip, securities, accounts, deeds and evidences of debt; letters of credit and notes other than bank notes; bullion, gold, goldware, silver, silverware, platinum, coins, precious metals and pewter; stored value cards and smart cards; manuscripts, personal records, and stamps; jewelry, watches, furs, precious and semiprecious stones; firearms or ammunitions; animals, birds and fish; aircraft, hovercraft, motor vehicles and engines; trailers; property not owned by You or for which You are not legally liable; computer software or programs, media or computer data contained on hard disks or drives. You agree not to store Goods that may cause consequential damages or emotional distress to You or others if it were missing, stolen, sold or damaged.
(b) Company’s Service Provider shall store and deliver Goods in the packages in which they are originally received, unless Company’s Service Provider determines that it is necessary for efficient storage or transportation to use different packaging.
(c) Company and its Service Provider are only obligated to account for and deliver the Goods identified in the Warehouse Receipt.
4. TERMINATION OF STORAGE.
(a) You may terminate storage of Your Goods at any time by giving notice to Company for delivery of all Your Goods. Notwithstanding the foregoing, You shall only be entitled to delivery of Your Goods if there are no outstanding Charges owing to Company. No monthly Rent shall be prorated or refunded if the termination occurs prior to the end of a full rental month.
(b) Company may, upon written notice as required by law, require the removal of Goods, or any portion thereof, from the Facility upon the payment of all Charges attributable to said Goods within a stated period, not less than 30 days after such notification (or such shorter period permitted by law). If said Goods are not so removed, Company or its Service Provider may sell them as provided by law and shall be entitled to exercise any other rights it has under the law with respect to said Goods.
(c) If, in the opinion of Company, Goods may be about to deteriorate or decline in value to less than the amount of Company’s lien thereon, or may constitute a hazard to other property or to the Facility or persons, Company or its Service Provider may remove or dispose of Goods as permitted by law. You shall pay all charges related to said removal.
5. STORAGE LOCATION.
(a) Company shall cause its Service Provider to store Goods at the Facility.
(b) Company may, at any time, at its expense, and without notice to You, cause its Service Provider to remove any Goods from any room or area of the Facility to any other room or area thereof.
(c) Upon five days’ notice to You, Company may, at its expense, cause its Service Provider to remove any Goods from the Facility and store such Goods in a different facility owned or leased by the Company’s Service Provider, provided that the Company causes its Service Provider to make a reasonable attempt to locate Your Goods at the facility with available capacity that is most proximate to the address listed in Your Dashboard.
6. TERM AND STORAGE CHARGES.
(a) Storage charges commence upon the date that Company’s Service Provider accepts care, custody and control of Goods on behalf of Company, regardless of unloading date or date the Warehouse Receipt is issued and continues thereafter on a month-to-month basis until terminated. You must pay the Company, in advance, monthly rent (the “Rent”) on each Due Date (as defined below) in the amount set forth on the invoice, without deduction, prior notice, demand or billing statement. The date Your Goods are first delivered to Company’s Service Provider shall be the initial “Due Date” and subsequent Due Dates shall occur on the monthly anniversary of the initial Due Date or the last day of the month if the corresponding date does not exist in the subsequent month. You will pay any applicable sales and use taxes imposed on any transaction hereunder. You will not be entitled to a refund of any prepaid rent under any circumstances. The monthly Rent may be adjusted by Company effective the month following written notice by Company to You specifying such adjustment, which notice shall be given not less than thirty (30) days prior to the first day of the month for which the adjustment will be effective. Any such adjustment in the Rent will not otherwise affect the Terms & Conditions or the Warehouse Receipt, which will remain in full force and effect. Time is of the essence with regard to all payment obligations due hereunder.
(b) The minimum term of Rent is no less than six months (“Minimum Term”). You may select a minimum term of twelve months in which case you will be held to that Minimum Term. The Company’s Service Provider shall not deliver or allow You to pick up Your Goods unless all Charges are paid in full, including Rent and any other charges due prior to the end of the Minimum Term.
(c) You represent and warrant that all information in Your account profile as shown on Your Dashboard is correct. If any of Your information as provided in Your account profile shall change, You shall update Your profile by logging into Your Dashboard and making such changes within ten (10) days of the change. The Company reserves the right to require that Rent, fees, and charges in arrears be paid via credit card entered into Your Dashboard.
(d) Customer acknowledges that Closetbox does not have a particular unit size, and that pricing presented on pages such as www.closetbox.com/pricing are approximations based on a diverse composition of items.
(e) Customer understands that the Company’s pricing is based on specific items that are stored with Closetbox. Initial estimates are based on information provided to the Company by Customer which generates an initial manifest and price. Customer understands that modifying this manifest will have a direct impact on pricing. Customer acknowledges and understands that modification of a manifest without Company’s knowledge will modify the monthly storage rate. Company agrees to communicate these changes directly to the customer at the email address provided.
(f) When You schedule your pickup Company will provide pricing information based on the list of items You plan to store. This may include a flat servicing fee that covers the first two hours of order servicing, as well as hourly pricing for each additional hour. Customer agrees and acknowledges that the flat rate pickup fee covers the first two hours of order servicing. After that there is a labor cost at a rate of $60 per man per hour that will be charged to the Customer once their pickup has been completed and reconciled. As noted elsewhere in this agreement, this may impact monthly recurring Rent pricing as well.
7. HANDLING AND DELIVERY.
(a) Unless otherwise specified or elected by Company, charges cover only the ordinary labor and duties incidental to pick up and delivering of the Goods to the Facility during normal business hours, between 8:30 am to 5:00 pm local time.
(b) Company may impose a charge in addition to the regular pickup/delivery charges for any work performed by or for Company other than that specified in Section 7(a) at rates which are in effect from time to time, a copy of which rates are available upon request.
(c) Company’s Service Provider shall have a reasonable time to make delivery after Your request for delivery and shall have a minimum of 10 business days after receipt of a delivery order in which to locate any misplaced Goods. However, the Company is not responsible if requested dates are unavailable due to availability issues with Company’s Service Provider. All pickups and deliveries are subjected to Company Service Provider’s availability, but all requested dates will be submitted to see if requested date is serviceable
(d) If Company’s Service Provider has exercised reasonable care and is unable, due to causes beyond its control, to effect delivery before expiration of the current storage period, Goods shall be subject to storage charges for each succeeding storage period.
(e) The Company charges a warehouse and delivery handling fee (“Delivery Handling Fee”) for all orders. Should You request all of Your Goods be returned to You or should You request a pickup of all of your items at our Storage Facility, The Delivery Handling Fee for return of items will be billed the day before your items are returned to you. The Delivery Handling Fee will not be prorated.
(f) All instructions and requests for delivery of Goods are received subject to satisfaction of all Charges, liens and security interests of Company with respect to Goods whether for Rent, accrued Charges and fees or otherwise.
(g) The Company requires at least five (5) day advance notice for all delivery orders, provided, Company will make commercially reasonable efforts to return your items as promptly as possible but may require up to fourteen (14) business days in order to deliver Your Goods in certain circumstances.
(h) Upon Your request and advance notice to the Company of at least four business day, You shall be provided access to Your Goods at the Facility Monday through Friday, during normal business hours, between 9:00 am to 3:00 pm local time, provided that Company may require up to fourteen (14) business days in order to prepare Your Goods in certain circumstances.
- LATE CHARGES, CANCELLATION FEES AND COLLECTION
(a) In the event You fail to pay Rent by the 10th day after the Due Date or the earliest date permitted by applicable law, You shall pay, in addition to any other amounts due, a late charge equal to the lesser of $25.00 on each such occasion or the maximum amount allowed by applicable law. You will also be responsible for all of Company’s costs of collection, including, but not limited to, court costs, filing fees and attorneys’ fees.
(b) In the event Company commences a lien sale as a result of Your default in the payment of Rent or other charges due hereunder, in accordance with Section 12 hereof, You shall pay, whether or not a lien sale occurs, all costs and expenses incurred by Company associated with processing the delinquent account, including advertising and mailing fees, plus a lien handling charge of up to $75.00.
(c) In the event You are delinquent in the payment of Rent or other Charges, You authorize Company to charge Your credit card provided in Your Dashboard, without Your signature, for such Charges owed by You to Company, even if You have selected another method of payment as the preferred method. Company shall have no liability to You for charges applied to Your credit card by Company in good faith.
(d) All Charges other than Rent are due and payable immediately. All Charges not paid within 30 days from the due date are subject to an interest charge, from the date said charge or fee became due until paid, at the maximum amount allowed by law. All Charges may be subject to minimum rates.
(e) In the event You need to cancel or reschedule your pick-up or delivery date or time, You shall provide the Company notice by 3:00 PM your local time two business days prior to Your scheduled pickup or delivery day. In the event You do not provide such prior notice, the Company reserves the right to charge You a cancellation fee of $199.00. Additionally, in the event that You do not have Your items properly boxed or packed at the time of your pickup, and this results in the cancellation or rescheduling of your pick-up, the Company reserves the right to charge You a cancellation / rescheduling fee of $199.00.
(f) In the event of damage or threatened damage to Goods, You shall pay all reasonable and necessary costs of protecting and preserving Your Goods.
9. LIABILITY AND LIMITATION OF DAMAGES.
(a) Company shall not be liable for any loss or destruction of or damage to Goods, however caused, unless such loss, damage or destruction resulted from Company’s or its Service Provider’s failure to exercise such care in regard to Goods as a reasonably careful person would exercise under like circumstances. Neither Company nor its Service Provider is liable for damages which could not have been avoided by the exercise of such care. In addition, You release Company and its Service Providers from any responsibility for any loss, liability, claim, expense, damage to Goods or injury to persons that could have been insured against. You expressly agree that the carrier of any insurance obtained by You shall not be subrogated to any claim You have against the Company or its Service Providers.
(b)In the event a claim for residence damage made by You, it must occur within 48 hours of the pickup or delivery. Service Provider, or the Company, shall not be liable for the residence damage claim unless You can establish that the Service Provider was clearly at fault and the damage occurred during the pickup or delivery
(c) Company’s and its Service Provider’s duty of care referred to in Section 9(a) does not extend to providing a sprinkler system at the Facility complex or any portion thereof. Company and its Service Provider shall not be required to store Goods in a humidity or temperature-controlled environment.
(d) STANDARD COVERAGE: IN THE EVENT OF LOSS OR DESTRUCTION OF OR DAMAGE TO GOODS FOR WHICH COMPANY OR ITS SERVICE PROVIDER IS LEGALLY LIABLE, THE COMPANY’S AND THE SERVICE PROVIDER’S LIABILITY IS LIMITED TO THE LESSER OF THE FOLLOWING: (1) THE ACTUAL COST TO YOU OF REPAIRING, REPLACING, AND/OR RESTORING THE LOST, DAMAGED, AND/OR DESTROYED GOODS TOGETHER WITH TRANSPORTATION COSTS TO THE FACILITY, OR (2) $0.60 PER POUND FOR SAID LOST, DAMAGED, AND/OR DESTROYED GOODS. UNLESS YOU AFFIRMATIVELY SELECT AND PAY FOR THE VALUABLES COVERAGE PRIOR TO THE COMPANY’S ACCEPTANCE OF CUSTODY OF GOODS (SEE SECTION 9(d)), THE STANDARD COVERAGE SHALL APPLY TO ALL GOODS AND THE REMEDIES SET FORTH IN THIS SECTION 9(c) SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY AND COMPANY’S AND ITS SERVICE PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF COMPANY’S OR SERVICE PROVIDER’S OBLIGATIONS SET FORTH IN THIS SECTION 9.
(d) VALUABLES COVERAGE: IF YOU SELECT AND PAY FOR THIS COVERAGE PRIOR TO COMPANY’S ACCEPTANCE OF CUSTODY OF GOODS ON THE PICK UP DATE, YOU MAY INCREASE COMPANY’S LIABILITY ON PART OR ALL OF THE GOODS IN WHICH CASE AN INCREASED CHARGE SHALL BE MADE BASED UPON SUCH INCREASED VALUATION. IF YOU CHOOSE TO INCREASE COMPANY’S LIABILITY YOU MUST AGREE TO AND SIGN THE VALUABLES COVERAGE ADDENDUM (INCLUDING THE TERMS THEREIN) PRESENTED TO YOU AT OR BEFORE PICK UP, WHICH SHALL STATE THE TOTAL AGGREGATE VALUE OF GOODS COVERED. IN THE EVENT OF LOSS OR DESTRUCTION OF OR DAMAGE TO GOODS FOR WHICH COMPANY IS LEGALLY LIABLE, THE COMPANY’S LIABILITY IS LIMITED TO THE LESSER OF THE FOLLOWING: (1) THE ACTUAL COST TO YOU OF REPAIRING, REPLACING, AND/OR RESTORING THE LOST, DAMAGED, AND/OR DESTROYED GOODS TOGETHER WITH TRANSPORTATION COSTS TO THE FACILITY, OR (2) THE TOTAL AGGREGATE VALUE OF THE GOODS COVERED AS STATED BY YOU. WITHOUT THE SELECTION AND PURCHASE OF THE VALUABLES COVERAGE, YOU WILL BE LIABLE FOR ANY AMOUNT NOT COVERED BY COMPANY OR ITS SERVICE PROVIDER. NO SUCH REQUEST SHALL BE VALID UNLESS MADE BEFORE LOSS OR DESTRUCTION OF OR DAMAGE TO ANY PORTION OF GOODS HAS OCCURRED. IF REPLACEMENT COST IS PAID FOR A CLAIMED ITEM, THE COMPANY OR ITS SERVICE PROVIDER HAS THE RIGHT TO SALVAGE OF THAT ITEM WITHIN 30 DAYS OF THE FINAL SETTLEMENT.
(e) The Standard Coverage or Valuables Coverage, as applicable, shall apply to the transportation and storage of Your Goods while such Goods are in the custody and control of the Company’s Service Providers. Company’s and its Service Providers’ liability referred to in Section 9(c) or Section 9(d), as applicable, shall be Your exclusive remedy against Company and its Service Providers for any claim or cause of action whatsoever relating to loss and/or destruction of and/or damage to Goods and shall apply to all claims including shortage and mysterious disappearance claims unless You prove by affirmative evidence that Company or its Service Provider converted Goods to its own use. You waive any rights to rely upon any presumption of conversion imposed by law. In no event shall You be entitled to incidental, special, punitive, or consequential damages or any claim for emotional or sentimental attachment to Your Goods. All liability and coverage for Goods under Section 9(c) or Section 9(d) shall cease upon the earlier of the expiration or termination hereunder; or the date that such Goods are returned. Company shall not be liable under any circumstances for Goods that are prohibited under Section 3(a).
(f) IN NO EVENT SHALL EITHER COMPANY OR ITS SERVICE PROVIDERS BE RESPONSIBLE OR LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES OF ANY TYPE OR NATURE WHATSOEVER AND HOWEVER ARISING, INCLUDING, WITHOUT LIMITATION, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF ANY PROVISION OF THIS WAREHOUSE RECEIPT AND THESE TERMS & CONDITIONS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY YOU OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(g) IN NO EVENT SHALL COMPANY’S OR ITS SERVICE PROVIDERS’ AGGREGATE LIABILITY UNDER THIS WAREHOUSE RECEIPT AND THESE TERMS & CONDITIONS INCLUDING, BUT NOT LIMITED TO, COMPANY’S AND ITS SERVICE PROVIDERS’ LIABILITY UNDER SECTION 9 OF THIS WAREHOUSE RECEIPT AND THE TERMS & CONDITIONS, EXCEED THE TOTAL AMOUNT PAID TO COMPANY PURSUANT TO THIS AGREEMENT IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
(h) You shall indemnify, defend and hold harmless Company from and against any and all losses, liabilities, costs, expenses, attorneys’ fees, fines, damages, claims, demands, causes of action and lawsuits of any kind whatsoever in any way arising from, or as a result of, or in connection with, Your use of the services provided hereunder by Company or Company’s Service Providers, including, without limitation, as a result of any breach of Your obligations hereunder.
(i) This Section 9 sets forth each party’s sole liability and entire obligation and each party’s exclusive remedy for any action that is brought against the breaching party.
(j) If under provisions of applicable law a different standard of liability, liability limitation or valuation applies to the Goods, during transportation or otherwise, then those provisions shall apply to the extent inconsistent with the provisions of this Section 9.
10. NOTICE OF CLAIM AND DISPUTE RESOLUTION.
(a) Company shall not be liable for any claim of any type whatsoever for loss or destruction of or damage to Goods unless such claim is presented, in writing, within a reasonable time, not exceeding 60 days from the date of delivery or expiration of this agreement, except for the requirement stated in Section 9(b). Failure to do so will result in a forfeiture of any claim. However, the Company and its Service Provider shall not be liable for damage or loss on site at Your residence, Your office or other place serving as the origination location of a pickup or the terminal location of a delivery unless a claim for concealed damage or loss is not made to Company or its Service Provider at the time of pickup or delivery, respectively. Furthermore, the Company and its Service Provider shall not be liable for concealed damage of pack by owner (“PBO”) cartons or mechanical malfunctions in the absence of external damage noted at the time of delivery. In the event a claim for concealed damage or loss is not made to Company or its Service Provider at the time of delivery, Company and its Service Provider shall not be liable for the claim.
(b) If a dispute arises between You and the Company concerning the Company’s or its Service Providers’ services or lost or damaged Goods or any other matters relating to, or arising under, these Terms & Conditions, You agree to participate in binding arbitration in Denver, Colorado, administered by the Judicial Arbiter Group, Inc. (“JAG”), in accordance with its rules and procedures (the “JAG Rules”). You agree to participate in the binding arbitration in good faith and agree to be bound by the arbitrator’s award. As a condition precedent to initiating arbitration, making any claim and/or filing any suit, You shall provide Company with a reasonable opportunity to inspect the Goods which are the basis of Your claim. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party, nor shall arbitration on a class action basis be permitted. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs relating to the arbitration.
(c) NO ARBITRATION, LAWSUIT OR OTHER ACTION MAY BE MAINTAINED BY YOU OR OTHERS AGAINST COMPANY WITH RESPECT TO THE GOODS UNLESS A TIMELY WRITTEN CLAIM HAS BEEN MADE AS PROVIDED IN SECTION 10(a) AND UNLESS YOU HAVE PROVIDED COMPANY WITH A REASONABLE OPPORTUNITY TO INSPECT THE GOODS AS PROVIDED IN SECTION 10(b) AND UNLESS SUCH LAWSUIT, ARBITRATION OR OTHER ACTION IS COMMENCED WITHIN NINE (9) MONTHS AFTER YOU LEARNED OR REASONABLY SHOULD HAVE LEARNED OF THE LOSS AND/OR DESTRUCTION OF AND/OR DAMAGE TO THE GOODS. YOU AGREE TO WAIVE ANY RIGHTS TO A JURY TRIAL FOR ANY CLAIM MADE AGAINST COMPANY.
11. PRODUCT INSURANCE. Company does not insure Goods and the storage rates do not include insurance on Goods. You have the responsibility to obtain and maintain insurance on Goods equal to the actual full value of the stored Goods against loss and damage.
12.WAREHOUSEMAN’S LIEN; REMEDIES.
(a) You represent and warrant that You are lawfully in possession of the goods and have the right and authority to contract with Company for the services contemplated by this Agreement relating to those goods. You agree to indemnify and hold Company harmless from all loss, cost and expense (including reasonable attorneys’ fees) which Company pays or incurs as a result of any dispute or litigation, whether instituted by You or others, respecting Your right, title or interest in the goods covered by this Agreement.
(b) On goods in Company’s possession, it shall have a general warehouse lien for any unpaid charges and associated expenses. Company shall not permit any lien or other encumbrance to be placed against the goods while they are in Company’s possession other than its general warehouseman’s lien.
(c) You hereby irrevocably designate and appoint Company as your true and lawful attorney-in-fact to take any and all actions as Company may deem necessary or desirable in order to realize upon the Collateral. All acts of said power of attorney are hereby ratified and approved and the Company shall not be liable for any mistake of law or fact made in connection therewith. This power of attorney is coupled with an interest and shall be irrevocable so long as any amounts remain unpaid on any of the Obligations. Company shall not be under any duty to exercise any such power of authority.
(d) In the event You are in default hereunder, or at any time thereafter, subject only to prior receipt by Company of payment in full of all Obligations then outstanding, Company shall have all of the rights and remedies described herein, and Company may exercise any one, more or all of such remedies at its sole discretion. In furtherance of the foregoing, Company may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in any applicable jurisdiction (the “UCC”) or any other applicable law.
(e) Each right, power, and remedy of Company as provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Company, of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by Company of any or all such other rights, powers, or remedies.
- WAIVER – SEVERABILITY.
(a) Company’s failure to insist upon strict compliance with any provision of the Warehouse Receipt, including these Terms & Conditions, shall not constitute a waiver of or estoppel to later demand strict compliance thereof and shall not constitute a waiver of or estoppel to insist upon strict compliance with all other provisions of the Warehouse Receipt.
(b) In the event any section of the Warehouse Receipt, including these Terms & Conditions, or any part thereof shall be declared invalid, illegal and/or unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining sections shall not, in any way, be affected or impaired thereby.
14. FORCE MAJUERE. Neither Company nor its Service Providers shall be liable or responsible to You, nor be deemed to have defaulted or breached this Warehouse Receipt and these Terms & Conditions, for any failure or delay in fulfilling or performing any term of this Warehouse Receipt and these Terms & Conditions when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company and its Service Providers, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
15. AUTHORITY. You represent and warrant that now and throughout the term of storage You are either (i) the lawful owner of Goods which are not subject to any lien or security interest of others; or (ii) the authorized agent of the lawful owner and You have full power and authority to enter into the Warehouse Receipt, and have all right and authority to store the Goods at the Facility.
16. NOTICES. All written notices from the Company to You may be transmitted by any commercially reasonable means of communication, including through the Dashboard and via e-mail, to You at the last known address provided in Your Dashboard. You are presumed to have knowledge of the contents of all notices transmitted in accordance with this Section within five days of transmittal. All written notices from You to the Company shall be directed to Company at the physical address first provided in the Warehouse Receipt.
INFORMATION YOU PROVIDE TO US/TCPA CONSENT. Upon agreeing to this agreement, you will be prompted to disclose certain information about yourself and your storage needs. Some of this information will be sent to our Service Providers who will need this information to respond to your request. By providing this information to us, or by submitting a reservation, you are requesting, and you expressly consent to being contacted by us and by our Service Providers via phone, fax, email, mail, text (SMS) messaging, or other reasonable means, at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable “Do Not Call” list, in order that we may provide you services, to service your account, to reasonably address matters pertaining to your account, including but not limited to notifying you of, or confirming, appointments that you have scheduled, or for other purposes reasonably related to your request for service and our business, including marketing related emails. You also authorize Closetbox to send you an automated prerecorded call confirming your reservation, and you understand that either Closetbox may use automated phone technology (including autodialed and prerecorded messages) to call you.
17. RELEASE OF YOUR INFORMATION. Company and its Service Providers are authorized to release any information regarding You and Your Goods as may be required by law or requested by governmental authorities or agencies, law enforcement agencies or courts.
18. NO REPRESENTATIONS OR WARRANTIES. Company and its Service Providers disclaim any implied or express warranties, guarantees, representations of the nature, condition, safety or security of the Goods and the Facility. Company and its Service Providers make no assurances or guarantees regarding the time of pick-up or delivery of Your Goods. Company does not make any representations or warranties that any fuel subsidy charge (if any) or any other similar charge equals its excess fuel costs or that it will not profit from such charge.
19. GOVERNING LAW. The Warehouse Receipt and these Terms & Conditions shall be interpreted and construed under the laws of the State where the Goods are located and stored, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of such State. You consent to the exclusive jurisdiction of the state or federal courts located in the State of Colorado for any dispute arising hereunder not otherwise resolved through binding arbitration in accordance with Section 10 hereof.
20. ASSIGNMENT; SUCCESSION; THIRD PARTY BENEFICIARIES. Company may assign or transfer this Agreement without Your consent and, after such assignment or transfer Company shall be released from all obligations hereunder occurring after such assignment or transfer. All of the provisions hereunder shall apply to, bind and be obligatory upon the heirs, executors, administrators, representatives, successors and permitted assigns of the parties hereto. The Warehouse Receipt and these Terms & Conditions are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever. Notwithstanding the foregoing, any agent of the Company is a third-party beneficiary hereunder, and has the right to enforce its provisions directly against the You.
21. ENTIRE AGREEMENT. The Warehouse Receipt and these Terms & Conditions set forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings with respect thereto.
The effective date of these Terms and Conditions is 7/23/20.