LAST MODIFIED: March 25, 2025

ACCEPTANCE – Sec. 1. Tendering of any commodities, equipment, or goods (“GOODS”) described in the RECEIPT NOTIFICATION for storage or other services to the relevant warehouse operated by the applicable Uber Freight entity (“WAREHOUSEMAN”) shall constitute acceptance by the entity that delivers the GOODS to the WAREHOUSEMAN for storage (“DEPOSITOR”) of these Standard Warehouse Contract Terms for Warehouse Receipt (“CONTRACT”). DEPOSITOR has had the opportunity to review and inspect the warehouse facility (“FACILITY”). This CONTRACT may be canceled by either party upon 30 days written notice. “RECEIPT NOTIFICATION” means the notification (i) emailed to the DEPOSITOR upon WAREHOUSEMAN’S receipt of the GOODS at the FACILITY, or (ii) posted on the DEPOSITOR’S dashboard in the warehouse management portal used by WAREHOUSEMAN.

SHIPMENTS TO AND FROM FACILITY – Sec. 2. All GOODS shipped to and from FACILITY shall identify DEPOSITOR on the bill of lading or other contract of carriage (“SHIPMENT DOCUMENT”) as the named consignee, in care of WAREHOUSEMAN, and shall not identify WAREHOUSEMAN as the consignee. If GOODS are shipped to WAREHOUSEMAN as named consignee on the SHIPMENT DOCUMENT, (i) DEPOSITOR agrees to immediately notify carrier in writing, with copy of such notice to WAREHOUSEMAN, that WAREHOUSEMAN named as consignee is the “in care of party” only and has no beneficial title or interest in the GOODS, and (ii) WAREHOUSEMAN may refuse such GOODS and shall not be liable for any loss, mis-consignment, or damage of any nature to, or related to, such GOODS. Under no circumstances shall WAREHOUSEMAN be considered the consignee for purposes of identifying the “importer” under 21 U.S.C. § 384a. The parties further agree that, regardless of whether WAREHOUSEMAN is named as an “agent” for purposes of 21 U.S.C. § 350d or receives notification from the U.S. government with respect to confirmation of WAREHOUSEMAN’S status as “agent” under 21 U.S.C. § 350d, under no circumstances shall WAREHOUSEMAN be an agent for purposes of identifying the “importer” and WAREHOUSEMAN shall not be responsible for complying with or performing the duties required of an “importer” under 21 U.S.C. § 384a. Whether WAREHOUSEMAN accepts or refuses GOODS shipped in violation of this Section 2, DEPOSITOR agrees to indemnify WAREHOUSEMAN pursuant to Section 15.

TENDER OF GOODS – Sec. 3. All GOODS shall be delivered at the FACILITY in a segregated manner, properly marked and packaged for storage and handling. DEPOSITOR shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired. WAREHOUSEMAN is not a guarantor of the condition of such GOODS under any circumstances, including, but not limited to hidden, concealed, or latent defects in the GOODS. Concealed shortages, damage, inherent vice or tampering will not be the responsibility of WAREHOUSEMAN.

STORAGE CHARGES – Sec. 4. The storage charges will be billed monthly at the rate specified in the rate schedule or as previously quoted by WAREHOUSEMAN. All invoices shall be paid within fifteen (15) days of the invoice date if DEPOSITOR has established credit with WAREHOUSEMAN. If DEPOSITOR has not established credit with WAREHOUSEMAN, then no GOODS will be delivered unless all charges have been paid. Any invoice past due may be assessed a service charge of 2% APR per month or a charge otherwise permitted by law. Any dispute as to an invoice shall be claimed in writing within 15 days from date of invoice. DEPOSITOR may not offset payment of invoices under any circumstances without the prior written consent of WAREHOUSEMAN.

TRANSFER, TERMINATION OF STORAGE, REMOVAL OF GOODS – Sec. 5

• a) Instructions to transfer GOODS on the books of WAREHOUSEMAN are not effective until delivered to and accepted by WAREHOUSEMAN, and all charges up to the time transfer is made are chargeable to DEPOSITOR. If a transfer involves re-handling the GOODS, such 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.
• b) WAREHOUSEMAN reserves the right to move, at its expense, 14 days after notice is sent by email to DEPOSITOR, any GOODS in storage from the FACILITY in which they may be stored to any other of WAREHOUSEMAN’S facilities. WAREHOUSEMAN will store the GOODS at the FACILITY and may without notice move the GOODS within and between, any one or more of the warehouse buildings which comprise the FACILITY identified in the RECEIPT NOTIFICATION.
• c) WAREHOUSEMAN reserves the right to require advance payment of all past, present, and future charges prior to removal of the GOODS from the FACILITY.
• d) WAREHOUSEMAN may, upon written notice of not less than 30 days to DEPOSITOR and any other person known by WAREHOUSEMAN 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, WAREHOUSEMAN may sell them in accordance with applicable law.
  

HANDLING – Sec. 6

• a) The handling charge covers the ordinary labor involved in receiving GOODS at FACILITY door, placing GOODS in storage, and returning GOODS to FACILITY door. Handling charges are due and payable on receipt of GOODS.
• b) WAREHOUSEMAN labor required for services other than ordinary handling and storage will be charged to DEPOSITOR.
• c) WAREHOUSEMAN shall not be liable to DEPOSITOR 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 WAREHOUSEMAN has failed to exercise reasonable care as determined by industry practice.
  

DELIVERY REQUIREMENTS – Sec. 7. No GOODS shall be delivered or transferred except upon receipt by WAREHOUSEMAN of DEPOSITOR’s complete written instructions. Written instructions shall include, but are not limited to, FAX, EDI, E-Mail or similar communication, provided WAREHOUSEMAN has no liability when relying on the information contained in the communication as received. GOODS may be delivered upon instruction by telephone or electronically in accordance with DEPOSITOR’s prior written authorization, but WAREHOUSEMAN shall not be responsible for loss or error occasioned thereby. WAREHOUSEMAN 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. When GOODS are ordered out, a reasonable time shall be given to WAREHOUSEMAN to carry out instructions.

LIABILITY AND LIMITATION OF DAMAGES – Sec. 8

• a) WAREHOUSEMAN shall not be liable for any loss or damage to GOODS tendered, stored or handled however caused unless such loss or damage resulted from the failure by WAREHOUSEMAN to exercise such care in regard to them as a reasonably careful person would exercise under like circumstances. WAREHOUSEMAN is not liable for damages which could not have been avoided by the exercise of such care.
• b) GOODS are not insured by WAREHOUSEMAN against loss or damage however caused.
• c) In the event of loss or damage to the GOODS for which WAREHOUSEMAN is legally liable, DEPOSITOR declares that WAREHOUSEMAN’S liability for damages is limited to a value of US fifty cents ($0.50) per pound, maximum fifty dollars ($50.00) per lot or five hundred dollars ($500) per shipment, and in no instance shall any one claim exceed the limit of WAREHOUSEMAN’s liability insurance, provided, however, that such liability may at the time of acceptance of this CONTRACT as provided in Section 1 be increased upon DEPOSITOR’s written request and WAREHOUSEMAN’S written consent on part or all of the GOODS hereunder in which event an additional monthly charge will be made based upon such increased valuation.
• d) The limitation of liability referred to in Section (c) above shall be DEPOSITOR’S exclusive remedy against WAREHOUSEMAN for any claim or cause of action whatsoever relating to loss, damage, and/or destruction of the GOODS and shall apply to all claims including inventory shortage and mysterious disappearance claims unless DEPOSITOR proves by affirmative evidence that WAREHOUSEMAN converted the GOODS to its own use. Any presumption of conversion imposed by law shall not apply.
• e) Where loss or damage occurs to tendered, stored or handled GOODS, for which WAREHOUSEMAN is not liable, DEPOSITOR shall be responsible for the cost of removing and disposing of such GOODS and the cost of any environmental cleanup and site remediation resulting from the loss or damage to the GOODS.
  

NOTICE OF CLAIM AND FILING OF SUIT – Sec. 9

• a) Claims by DEPOSITOR and all other persons must be presented in writing to WAREHOUSEMAN in no event any later than the earlier of: (i) 60 days after delivery of the GOODS by WAREHOUSEMAN or (ii) 60 days after DEPOSITOR is notified by WAREHOUSEMAN that loss or damage to part or all of the GOODS has occurred. Each claim must contain information necessary to identify the GOODS affected, the basis for liability and the amount of the alleged loss or damage, as well as all appropriate supporting documentation.
• b) No lawsuit or other action may be maintained by DEPOSITOR or others against WAREHOUSEMAN for loss or damage to the GOODS unless a 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 WAREHOUSEMAN or (ii) nine months after DEPOSITOR is notified that loss or damage to part or all of the GOODS has occurred.
• c) When GOODS have not been delivered, notice may be given of known loss or damage to the GOODS via email to DEPOSITOR. Time limitations for presentation of claim in writing and maintaining of action after notice begin on the date of such notice by WAREHOUSEMAN.

LIABILITY FOR CONSEQUENTIAL DAMAGES – Sec. 10. With respect to any claim arising from or related to this agreement, or otherwise arising from the relationship of the parties, in no event will WAREHOUSEMAN be liable for special, indirect, exemplary, punitive, or consequential damages of any kind, including but not limited to lost profits, lost sales, or damages due to business interruption, regardless of whether such damages were foreseeable or WAREHOUSEMAN had notice of the possibility of such damages.

LIABILITY FOR MIS-SHIPMENT AND CHARGEBACKS – Sec. 11

• a) If WAREHOUSEMAN negligently mis-ships GOODS, WAREHOUSEMAN shall pay the reasonable transportation charges incurred to return the mis-shipped GOODS to the FACILITY. If the consignee fails to return the GOODS, WAREHOUSEMAN’s maximum liability shall be for the lost or damaged GOODS as specified above, and WAREHOUSEMAN shall have no liability for damages due to the consignee’s acceptance or use of the GOODS whether such GOODS be those of DEPOSITOR or another.
• b) WAREHOUSEMAN shall not be responsible for chargebacks of any kind.

RECALL – Sec. 12. In the event a recall, field alert, product withdrawal or field correction (together, “Recall”) may be necessary with respect to any GOODS provided under this CONTRACT, DEPOSITOR shall immediately notify WAREHOUSEMAN in writing. WAREHOUSEMAN will not act to initiate a Recall without the express prior written approval of DEPOSITOR unless otherwise required by applicable laws. The cost of any Recall shall be borne by DEPOSITOR.

FORCE MAJEURE – Sec. 13. Neither party shall be liable for default in the performance or discharge of any obligation under this CONTRACT, except for DEPOSITOR’s payment obligations, when caused by acts of God, hurricanes, tidal waves, flood, tornadoes, cyclone, wind storm, earthquake, public enemy, civil commotion, strikes, labor disputes, work stoppages or other difficulties within the workforce, failure to provide power by a utility provider, intentional or malicious acts of third persons or any other organized opposition, cyber-attacks, viruses, corruption, depredation, accidents, explosions, fire, water sprinkler leakage, moths, vermin, insect, seizure under legal process, embargo, prohibition of import or export of GOODS, closure of public highways, railways, airways or shipping lanes, governmental interference, order, regulation, or other action(s) by governmental authority, national, regional, or local emergency(ies), plague, epidemic, pandemic, outbreaks for infectious disease or any public health crisis, including but not limited to compliance with related practices required or recommended by governmental or health organizations or other contingency(ies), similar or dissimilar to the foregoing, beyond the reasonable control of the affected party. The party seeking to rely on this provision shall promptly give written notice to the other party of the nature and consequences of the force majeure. If the force majeure is one which nevertheless requires WAREHOUSEMAN to continue to protect the GOODS, DEPOSITOR agrees to pay the storage or similar charges associated with WAREHOUSEMAN’s obligation during the continuance of the force majeure. All GOODS are stored, handled, and transported at DEPOSITOR’s sole risk of loss, damage, or delay caused by any of the above.

ACCURATE INFORMATION – Sec. 14. DEPOSITOR represents and warrants to WAREHOUSEMAN that there are no known potential health, safety and/or environmental hazards associated with the storage and handling of the GOODS that have not been disclosed to and acknowledged by WAREHOUSEMAN. Notwithstanding, DEPOSITOR will provide WAREHOUSEMAN with information concerning the GOODS which is accurate, complete and sufficient to allow WAREHOUSEMAN to comply with all laws and regulations concerning the storage, handling and transporting of the GOODS.

INDEMNIFICATION – Sec. 15. DEPOSITOR agrees to indemnify, defend, and hold WAREHOUSEMAN harmless from all loss, costs, penalties, claims, expenses (including reasonable attorney’s fees) for transportation, storage, handling and other charges relating to such GOODS, including undercharges, rail demurrage, truck/intermodal detention and other charges of any nature whatsoever, resulting from (a) any third party claim; (b) a Recall; or (c) DEPOSITOR’s failure to fully discharge it obligations and requirements under this CONTRACT, including but not limited to obligations in Section 2 and Section 14.

LIEN – Sec. 16. WAREHOUSEMAN shall have a general warehouse lien for all lawful charges for storage and preservation of the GOODS; also, for all lawful claims for money advanced, interest, insurance, transportation, labor, weighing coopering, and other charges and expenses in relation to such GOODS, and for the balance on any other accounts that may be due. WAREHOUSEMAN further claims a general warehouse lien for all such charges, advances and expenses with respect to any other GOODS stored by DEPOSITOR in any other facility owned or operated by WAREHOUSEMAN. In order to protect its lien, WAREHOUSEMAN reserves the right to require advance payment of all charges prior to shipment of GOODS. Unless expressly stated otherwise in writing, WAREHOUSEMAN will not subordinate its lien to any lender, financial institution, or any other third party.

GOVERNING LAW AND JURISDICTION – Sec. 17. This CONTRACT and the legal relationship between the parties hereto shall be governed by and construed in accordance with the substantive laws of the state where the FACILITY is located, including Article 7 of the Uniform Commercial Code as ratified in that state, notwithstanding its conflict of laws rules. Any lawsuit or other action involving any dispute, claim or controversy relating in any way to this CONTRACT shall be brought only in the appropriate state or federal court in the state where the FACILITY is located.