WAREHOUSE TERMS AND CONDITIONS

  1. Definitions

    1. “Warehouseman”, “Warehouse Company,” “Company,” and “IPS” refers to IPS Logistix, LLC, its subsidiaries, related companies, agents, subcontractors, and representatives.

    2. “Customer” means the shipper, consignee, owner of the Goods or its agents, and/or any entity that stores Goods at an IPS Warehouse and/or hires IPS for fulfillment services or services related to the storage, transportation, or handling of the Goods.

    3. “Goods” means the merchandise, cargo, or freight tendered by the Customer for storage, transportation, fulfillment services, handling or other services provided by IPS. Such Goods are normally identified on the face of the Warehouse Receipt.

    4. “Warehouse” means any warehouse facility of IPS whether owned, rented, or otherwise made available to IPS, including but not limited to any yard area.

  2. Acceptance

    1. The incorporation of these Warehouse Terms and Conditions into any agreement between Customer and IPS, or the act of tendering Goods described herein for storage or other services by IPS, shall constitute acceptance by Customer of the terms and conditions set forth herein. Any Goods accepted by IPS shall constitute Goods under these Warehouse Terms and Conditions.

    2. IPS may refuse to accept any Goods tendered for storage. If IPS accepts such Goods, the Customer agrees to rates and charges as may be assigned and invoiced by IPS and to all terms of these Warehouse Terms and Conditions.

    3. Subject to these Warehouse Terms and Conditions, the Customer appoints and grants IPS a non-exclusive license to provide the act of tendering Goods described herein for storage, fulfillment, or other services by IPS. Such license is granted immediately upon tendering Goods to IPS.

  3. Fulfillment Services

    1. To the extent the Customer requires IPS to provide Fulfillment Services, additional terms and conditions may be set forth in a Fulfillment Services Agreement, provided separately, and incorporated by reference herein. To the extent there is a conflict between the Fulfillment Services Agreement and these Warehouse Terms and Conditions, the Fulfillment Services Agreement controls. However, it is the intention of the Parties that any provision of these Warehouse Terms and Conditions that conflicts with the Fulfillment Services Agreement is severable, and all other provisions will remain valid and enforceable.

  4. Obligations of IPS

    1. IPS, acting as independent contractor, will provide warehouse operations services, storage services, and fulfillment services during standard hours of operation. While hours of operation are subject to change, they are normally Monday through Friday, 8:30 AM EST – 5:00 PM EST. Fulfillment order processing cut-off for same day shipments is 2:00. PM EST.

    2. IPS will determine the method, details, and means of performing any services provided under these Warehouse Terms and Conditions. If IPS and Customer agree upon roles as it relates to product-specific needs, IPS may create or develop certain methods such as “Standard Operation Procedures” in order to efficiently serve Customer. Such procedures are the property of IPS and may not be shared unless Customer provides a written request, and if approval is given by IPS, Customer would be obligated to pay for the written procedures.

  5. Shipping

    1. Customer shall not identify IPS as the consignee for any Goods under any bill of lading, waybill, air waybill, or other contract of carriage. If, in violation of these Warehouse Terms and Conditions, Goods are shipped to IPS as named consignee, Customer agrees to notify the carrier in writing prior to the shipment, with copy to IPS, that IPS named as consignee is a warehouseman and has no beneficial title or interest in such Goods. Furthermore, IPS shall have the right to refuse such Goods and will not be held liable for any loss, mis-consignment, injury, or damage of any nature to, or related to, such goods. Whether IPS accepts or refuses Goods shipped in violation of this provision, Customer agrees to indemnify and hold IPS harmless for all claims for unpaid transportation charges, including undercharges, demurrage, detention, or charges of any nature, in connection with these Goods.

    2. Customer shall not list any IPS address as a return address or e-commerce store.

    3. Unless agreed to in advance by IPS in writing, IPS is not responsible for any shipping charges or ancillary charges in connection with the transportation of Customer’s Goods, and any Incoterms or relevant contractual terms must not indicate that IPS is responsible for such payment. No Customer may bill shipping or ancillary charges to IPS. If IPS receives an invoice indicating that Customer billed transportation costs of the Goods to IPS in violation of this provision, Customer will incur an administrative fee of $50.00 for IPS to correct the invoice.

  6. Tender of Goods for Storage

    1. All Goods for storage shall be delivered at the Warehouse properly marked and packaged for storage and handling. Customer shall furnish at least 5 days prior to delivery, a manifest showing all marks and brands of inventory to be kept and accounted for at the Warehouse. Customer recognizes that failure to schedule a delivery appointment with the Warehouse at least 24 hours in advance may result in delays in the unloading and receipt of products tendered for storage.

    2. All Goods tendered must meet the following requirements:

      1. Must be on a 40” x 48” standard wood pallet class a or b;

      2. Pallet must be properly numbered (example: 1 of 2, 2 of 2);

      3. Pallets may not be stacked higher than 54 inches;

      4. Pallet must be shrink wrapped in good condition;

      5. Merchandise MUST NOT have overhangs on the outside of the pallet as this increases the potential for damage;

      6. Pallet must have a placard with brief description of Goods and client name on at least two sides, preferably the front and back sides of the pallet;

      7. Pallet total weight must not exceed 1500 lbs.;

      8. Pallet MUST be properly stacked;

      9. Pallet must have packing list enclosed on the outside of shrink wrap in a clear packing list pouch;

      10. Packing list must include the following information: Customer name and address, Sku number, product description, quantity count for each Sku, case count;

      11. Dangerous goods merchandise – must provide IPS with up-to-date MSDS / battery certification prior to arrival of any dangerous goods merchandise;

      12. Master cartons must have product description and Sku numbers printed on the outside of each carton;

      13. IPS must receive a copy of the commercial invoice for all import shipments at least 48 hours prior to arrival;

      14. Customer must provide IPS with a Standard Operating Procedure prior to tendering Goods. Failure to do so may result in IPS creating a Standard Operating Procedure and may result in additional charges to client.

    3. Failure to meet any of the above requirements in section 6(b) may result in additional supplies and labor charges.

    4. Customer agrees that IPS may open and inspect any Goods tendered to the Warehouse.

  7. Storage Period and Charges

    1. Unless otherwise agreed to in writing, all storage charges are billed on a per pallet basis, per month. If Goods are not palletized, then unless otherwise agreed to in writing, all storage charges are per package, per month.

    2. Storage charges commence on the date that IPS accepts care, custody, and control of the Goods at its Warehouse, regardless of the unloading date or date of issue of a warehouse receipt.

    3. Except as provided in subparagraph (d) of this section, a full month’s storage charge will apply on all goods received between the 1st and the 15th, inclusive, of a calendar month. One-half month’s storage charge will apply on all Goods received between the 16th and the last day, inclusive, of a calendar month, and a full month’s storage charge will apply to all Goods in storage on the first day of the next and succeeding calendar months. All storage charges are due and payable on the last day of storage for the initial month and thereafter on the first day of each recurring month.

    4. When mutually agreed by IPS and the Customer, a storage month shall extend from a date in one calendar month to, but not including, the same date of the next and all succeeding months. All storage charges are due and payable on the first day of the storage month.

    5. All invoiced storage charges issued will be for all service transactions and storage charges of the previous month. Amounts not paid on or before due shall incur interest at the rate of 2.5% per month or the maximum rate permitted by law, whichever is less.

  8. Transfer, Termination of Storage, Removal of Goods

    1. Instructions to transfer Goods to IPS are not effective until delivered to and accepted by IPS, and all charges up to the time transfer is made are chargeable to the Customer. If a transfer involves rehandling of the Goods, such rehandling will be subject to a charge. When Goods in storage are transferred from one party to another through issuance of a new warehouse receipt, a new storage date is established on the date of transfer.

    2. IPS reserves the right to move, at its own expense, any Goods in storage within a Warehouse to any other Warehouse (as defined in section 1, above).

    3. IPS may, upon written notice to the Customer and any other person known by IPS to claim an interest in the Goods, require the removal of any Goods. Such notice shall be given to the last known place of business of the person to be notified. If Goods are not removed before the end of the notice period, which shall be at least 30 days, IPS may sell the Goods.

    4. If Goods are tendered to the Warehouse without identifying documentation such that IPS cannot determine the Customer or the contact information of the Customer, then IPS will consider the Goods abandoned and title to the Goods shall pass immediately to IPS. IPS may then dispose of or sell such Goods and retain all proceeds. If Customer later identifies itself to IPS, Customer shall have no claim in connection with the Goods or any proceeds derived from their sale.

    5. If IPS in good faith believes that the Goods are about to deteriorate or decline in value to less than the amount of IPS’s then current and otherwise outstanding warehouse or other charges before the end of the next succeeding storage month, IPS may specify in the notification any reasonable shorter time for removal of the Goods and if the Goods are not removed, may sell them at public sale held one week after a single advertisement or posting as provided by law.

    6. If, as a result of a quality or condition of the Goods of which IPS had no notice at the time of deposit or if the Goods have deteriorated, and the Goods are a hazard to other property or to the Warehouse or to any persons in IPS’s sole opinion, IPS may sell the goods at public or private sale without advertisement or reasonable notification to all persons known to claim an interest in the Goods. If IPS after a reasonable effort is unable to sell the Goods, IPS may dispose of the Goods in any lawful manner and shall incur no liability by reason of such disposition. Pending such disposition, sale, or return of the Goods, IPS may remove the Goods from the Warehouse and shall incur no liability by reason of such removal.

  9. Lien

    1. IPS claims a lien for all lawful charges for storage and preservation of the Goods and/or equipment; also, for money advanced, interest, insurance, transportation, labor, forwarding, weighing coopering, and other charges and expenses in relation to such Goods. IPS also claims a lien under maritime law, if applicable, the bill of lading, if issued, and any applicable IPS terms and conditions of service. IPS reserves the right to exercise its lien rights under the terms of any applicable law and/or agreement between the Customer and IPS.

    2. IPS further claims a general warehouse lien for all such charges, advances, and expenses with respect to any other Goods stored by the Customer in any other Warehouse (as defined in section 1, above).

    3. In order to protect its lien, IPS reserves the right to require advance payment of all charges prior to shipment of Goods.

    4. Customer agrees to execute any and all documents reasonably requested by IPS for the perfection of such security interest lien and will not grant any lien to any third party on any Goods without the prior written consent of IPS, which will not be unreasonably withheld.

  10. Insurance

    1. THE GOODS COVERED BY THESE WAREHOUSE TERMS AND CONDITIONS HAVE NOT BEEN INSURED BY IPS FOR THE BENEFIT OF THE CUSTOMER AGAINST FIRE OR ANY OTHER CASUALTY. PROCUREMENT OF SUCH INSURANCE IS THE SOLE RESPONSIBILITY OF THE CUSTOMER, AT THE CUSTOMER’S SOLE DISCRETION AND EXPENSE.

    2. GOODS ARE NOT INSURED BY IPS AND THE STORAGE RATES DO NOT INCLUDE INSURANCE ON THE GOODS UNLESS IPS HAS AGREED, IN WRITING, TO OBTAIN SUCH INSURANCE FOR THE BENEFIT OF CUSTOMER.

  11. Handling

    1. The handling charge, if any, covers the ordinary labor involved in receiving Goods at the door of the Warehouse, placing Goods in storage, and returning Goods to the door of the Warehouse. Handling charges are due and payable on receipt of Goods.

    2. Unless otherwise agreed in writing, labor for unloading and loading Goods will be subject to a charge. Additional expenses incurred by IPS in receiving and handling damaged Goods, and additional expense in unloading from or loading into cars or other vehicles not at the door of the Warehouse will be charged to the Customer.

    3. Labor and materials used in loading rail cars or other vehicles are chargeable to the Customer.

    4. When Goods are ordered out in quantities less than in which received, IPS may make an additional charge for each order or each item of an order.

    5. IPS shall not be liable for any demurrage or detention, any delays in unloading inbound cars, trailers, or other containers, or any delays in obtaining and loading cars, trailers, or other containers for outbound shipment unless IPS has failed to exercise reasonable care.

  12. Delivery Requirements

    1. Except where Customer has engaged IPS’s services with respect to order fulfillment, no Goods shall be delivered or transferred except upon receipt by IPS of Customer’s complete written instructions. Written instructions shall include, but are not limited to e-mail, or similar written communication, provided IPS has no liability when relying on the information contained in the communication as received. Goods may be delivered upon instruction by telephone, or similar verbal communication, in accordance with Customer’s prior written authorization, but IPS shall not be responsible for loss or error occasioned thereby. Where Customer has engaged IPS’s services with respect to order fulfillment, then Goods may be delivered or transferred as set forth in the order or orders received.

    2. When Goods are ordered out by Customer, or by a customer of Customer as per an agreement between IPS and Customer regarding order fulfillment, a reasonable time shall be given to IPS to carry out delivery instructions, and if it is unable because of acts of God, war, public enemies, seizure under legal process, strikes, lockouts, riots, civil commotion, pandemic, or any reason beyond IPS’s control, or because of loss or damage to Goods for which IPS is not liable, or because of any other excuse provided by law, IPS shall not be liable for failure to carry out such instructions and Goods remaining in storage will continue to be subject to regular storage charges.

  13. Extra Services / Special Services

    1. Warehouse labor required for services other than ordinary handling and storage will be charged to the Customer.

    2. Special services requested by Customer including, but not limited to, compiling of special stock statements, reporting marked weights, serial numbers or other data from packages, physical checking of goods, and handling transit billing will be subject to a charge.

    3. Damage, bracing, packing materials or other special supplies may be provided to the Customer at a charge in addition to IPS’s cost.

    4. By prior arrangement, goods may be received or delivered other than during usual business hours, subject to a charge.

    5. Communication expenses, including but not limited to postage or telephone, will be charged to the Customer if such expenses concern more than normal inventory reporting or if, at the request of the Customer, communications are made by other than regular United States mail.

  14. Bonded Storage

    1. A charge in addition to regular rates will be made for merchandise in bond.

    2. Where a warehouse receipt covers goods in U.S. Customs bond, such receipt shall be void upon the termination of the storage period fixed by law.

  15. Minimum Charges

    1. A minimum handling charge per lot and a minimum storage charge per lot per month will be made. When a warehouse receipt covers more than one lot or when a lot is in assortment, a minimum charge per mark, brand, or variety will be made.

    2. A minimum monthly charge to one account for storage and/or handling will be made. This charge will apply also to each account when one customer has several accounts, each requiring separate records and billing.

  16. LIABILITY AND LIMITATION OF DAMAGES

    1. IPS SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO GOODS TENDERED, STORED, OR HANDLED BY IPS, HOWEVER CAUSED, UNLESS SUCH LOSS OR DAMAGE RESULTED FROM THE FAILURE OF IPS TO EXERCISE REASONABLE CARE. IPS IS NOT LIABLE FOR DAMAGES THAT COULD NOT HAVE BEEN AVOIDED BY THE EXERCISE OF REASONABLE CARE.

    2. GOODS ARE NOT INSURED BY IPS AGAINST LOSS OR DAMAGE, HOWEVER CAUSED (See Section 10, above).

    3. THE CUSTOMER DECLARES THAT AGGREGATE DAMAGES ARE LIMITED TO $0.50 PER POUND NOT TO EXCEED $50,000 FOR ALL SERVICES PROVIDED OR ARRANGED, PROVIDED, HOWEVER, THAT SUCH LIABILITY MAY AT THE TIME OF ACCEPTANCE OF THIS CONTRACT BE INCREASED UPON CUSTOMER’S WRITTEN REQUEST (AND IPS’S ACCEPTANCE) ON PART OR ALL OF THE GOODS HEREUNDER IN WHICH EVENT AN ADDITIONAL MONTHLY CHARGE WILL BE MADE BASED UPON SUCH INCREASED VALUATION.

    4. IPS IS NOT LIABLE FOR ANY NON-VISIBLE OR CONCEALED DAMAGES. FURTHER, IN ACCORDANCE WITH SECTION 16(a), above, ANY DAMAGES REPORTED AT THE POINT OF CARGO RECEIPT AT THE IPS WAREHOUSE ARE EXCLUDED FROM ANY IPS LIABILITIES.

    5. WHERE LOSS OR DAMAGE OCCURS TO TENDERED, STORED, OR HANDLED GOODS, FOR WHICH IPS IS NOT LIABLE, THE CUSTOMER SHALL BE REPONSIBLE FOR THE COST OF REMOVING AND DISPOSING OF SUCH GOODS AND THE COST OF ANY ENVIRONMENTAL CLEAN-UP AND SITE REMEDIATION RESULTING FROM THE LOSS OR INJURY TO THE GOODS.

    6. NEITHER IPS NOR THE CUSTOMER SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND, EVEN IF SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OF OR ADVISED ON THE POSSIBILITY OF SUCH DAMAGES.

    7. CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS IPS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, JUDGMENTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES, TO THE EXTENT CAUSED BY CUSTOMER’S NEGLIGENCE.

    8. ALL RISK OF LOSS AND DAMAGE TO GOODS FROM ANY CAUSE PRIOR TO RECEIPT BY IPS INTO, AND FROM AND AFTER THE REMOVAL BY COMMON CARRIER FROM, THE INVENTORY AT THE IPS WAREHOUSE SHALL BE BORNE ENTIRELY BY THE CUSTOMER.

  17. Notice of Claim and Filing of Suit

    1. Claims by the Customer against IPS for any loss or damage to Goods must be presented in writing to IPS within a reasonable time, and in no event any later than the earlier of: (i) 60 days after delivery of the Goods by IPS, or (ii) 60 days after Customer is notified by IPS that loss or damage to part or all of the Goods has occurred.

    2. No lawsuit or other action may be maintained by the Customer against IPS for loss or damage to the Goods unless timely written claim has been given as provided in paragraph (a) of this section and unless such lawsuit or other action is commenced by no later than the earlier of (i) nine months after date of delivery by IPS or (ii) nine months after Customer is notified that loss or damage to part of all of the Goods has occurred.

    3. When Goods have not been delivered, notice may be given of known loss or damage to the Goods by mailing of a letter via certified mail or overnight delivery to Customer. Time limitations for presentation of claims in writing and maintaining of action after notice begin on the date of mailing of such notice by IPS.

    4. Any and all claims against IPS unrelated to Goods must be filed and properly served on IPS within 6 months. It is IPS’s goal to promptly resolve any disputes, and both IPS and Customer understand that prompt notification is necessary so that efforts at resolution can be undertaken.

  18. Liability for Mis-Shipment

    1. If IPS negligently mis-ships Goods, IPS shall pay the reasonable transportation charges incurred to return the mis-shipped Goods to the Warehouse. If the consignee fails to return the Goods, IPS’s maximum liability shall be for the lost or damaged Goods, as specified in Section 16, above, and IPS shall have no liability for damages due to consignee’s acceptance or use of the Goods, whether such Goods be those of the Customer or another.

  19. Mysterious Disappearance

    1. IPS shall not be liable for loss of Goods due to inventory shortage or unexplained or mysterious disappearance of Goods unless the Customer establishes that such loss occurred because of IPS’s failure to exercise reasonable care, in which case, damages are limited as per section 16.c, above. Any presumption of conversion imposed by law shall not apply to such loss and a claim by the Customer of conversion must be established by affirmative evidence that IPS converted the goods to IPS’s own use.

  20. Right to Store Goods

    1. The Customer represents and warrants that the Customer is lawfully possessed of the Goods and has the right and authority to store them with IPS. The Customer agrees to indemnify and hold harmless IPS from all loss, cost, and expense, including reasonable attorney’s fees, that IPS pays or incurs as a result of any dispute or litigation, whether instituted by IPS 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 IPS’s lien.

  21. Accurate and Complete Information

    1. Customer shall provide IPS with information concerning the Goods which is accurate, complete, and sufficient to allow IPS to comply with all laws and regulations concerning the storage, handling, and transporting of the Goods. Customer will indemnify and hold IPS harmless from all loss, cost, penalty, fine, and expense, including reasonable attorney’s fees, that IPS pays or incurs as a result of Customer failing to fully discharge this obligation.

    2. To the extent that Customer instructs IPS to or understands that IPS will export the Goods as per an agreement between the Customer and a third party, Customer will provide any and all information required by IPS to file any export documentation or arrange for the lawful transportation of the export, including, but not limited to whether a license or export permit is required by any governmental entity, the schedule b number, and the Export Control Classification Number.

  22. Severability, Waiver, Entire Agreement, Amendment, and Headings

    1. In the event any of the terms of this Warehouse Terms and Conditions are determined to be invalid or unenforceable by any court of competent jurisdiction, no other terms shall be affected and the unaffected terms shall remain valid and enforceable as written. The representations, rights, and obligations of IPS and Customer shall survive termination of these Warehouse Terms and Conditions.

    2. IPS’s failure to enforce a breach or waiver of any provision or term shall not be deemed to constitute a waiver of any subsequent failure or breach and shall not affect or limit the right of IPS to thereafter enforce such a term or provision. No waiver of any right, power, or privilege shall be binding upon either IPS or Customer unless in writing and signed by or on behalf of the party against which the waiver is asserted.

    3. The provisions of this Warehouse Terms and Conditions shall be binding upon the Customer’s heirs, executors, successors, and assigns. Except as otherwise provided herein, the rights and obligations of Customer are personal and not assignable, either voluntarily or by operation of law, without the prior written consent of IPS, which consent shall not be unreasonable withheld.

    4. These Warehouse Terms and Conditions constitute the entire understanding of the Customer and IPS and supersede all verbal or written prior agreements, arrangements and understandings related to the Goods. These Warehouse Terms and Conditions shall not be amended, altered, or modified except in writing and signed by authorized representatives of both Customer and IPS.

    5. The headings set forth in these Warehouse Terms and Conditions are for convenience only and shall not be considered a part of this Agreement nor affect in any way the meaning of the terms and provisions.

  23. No Liability for the Selection or Services of Third Parties and/or Routes

    1. IPS is authorized to select and engage carriers, truckmen, lightermen, forwarders, customs brokers, agents, warehousemen and others, as required, to transport, store, or handle shipments or Goods, all of whom shall be considered the agents of Customer, and the goods may be entrusted to such agencies subject to all conditions as to limitations of liability for loss, damage, expense, or delay and to all rules, regulations, requirements, and conditions, whether printed, written, or stamped, appearing in bills of lading, receipts, or tariffs issued by such carriers, truckmen, lightermen, forwarders, customs brokers, agents, warehousemen, and others. Unless services are performed by persons or firms engaged pursuant to express written instructions from Customer, IPS shall use reasonable care in its selection of third parties, or in selecting the means and procedure to be followed in the handling, transportation, clearance, and delivery of the shipment; advice by IPS that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that IPS warrants or represents that such person or firm will render such services nor does IPS assume responsibility or liability for any action(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any damage, expense, delay, or loss of any kind, which occurs while a shipment is in the custody or control of a third party or the agent of a third party; all claims in connection with the act of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, IPS shall reasonably cooperate with Customer, which shall be liable for any charges or costs incurred by IPS.

  24. Warranties

    1. Except as specifically set forth herein, IPS makes no express or implied warranties in connection with its services.

  25. Legal Restraint or Force Majeure

    1. In the event that either IPS or Customer is prevented from performing its obligations under these Warehouse Terms and Conditions because of an occurrence beyond its control and arising without its fault or negligence, including without limitation, war, riots, rebellion, acts of God, pandemic, acts of lawful authorities, fire, strikes, lockouts or other labor disputes, such failures to perform (except for any payments due hereunder) shall be excused for the duration of such occurrence. The party that is prevented from performing its obligations must take reasonable measures to remove or mitigate the effects of the applicable cause. The performance of all obligations required herein shall be suspended during the continuance of such interruption, and the party that is prevented from performing its obligations shall promptly notify the other of such interruption. Such period of suspension shall not in any way invalidate this Agreement, but on resumption of operations, any affected performance by such party shall be resumed. No liability shall be incurred by either party for damages resulting from such suspension. Economic hardships, including, but not limited to, recession and depression, shall not constitute Force Majeure events.

  26. Compliance with Laws and Regulations

    1. The Parties shall at all times comply with all applicable federal, state, municipal, and provincial laws, rules, and regulations, including, but not limited to, the federal and state safety regulations. To the extent these Warehouse Terms and Conditions or any services provided hereunder shall violate such laws, rules, and regulations, these Warehouse Terms and Conditions and the services provided hereunder shall be modified to comply with such laws, rules, and regulations, and the parties shall not suffer any liability or penalty for compliance with such laws, rules, and regulations.

  27. Payment

    1. All invoices to Customer are due upon receipt. Late charges may apply after 14 days.

  28. Intellectual Property Rights

    1. Customer grants to IPS a limited, royalty free, non-exclusive right and license to all content and all other information in any form or media, including but not limited to documents, data, know-how, ideas, specifications, software code and other materials provided to IPS by or on behalf of Customer hereunder, as necessary to perform services under these Warehouse Terms and Conditions.

  29. Governing Law and Jurisdiction

    1. These Warehouse Terms and Conditions and the legal relationship between the Customer and IPS shall be governed by, construed and interpreted under the laws of the State of Kentucky, notwithstanding its conflict of laws rules. Any lawsuit or other action involving any dispute, claim, or controversy relating in any way to these Warehouse Terms and Conditions shall be brought only in the courts of Boone County, Kentucky.