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                                                                 Warehouse Terms Conditions

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DEFINITIONS:
 The terms the warehouseman and the warehouse company mean Leonard Logistics and/or Gannet
Warehouse. The term depositor means the shipper, consignee, owner of the goods or its agents,
including, but not limited to, motor carriers, motor freight brokers and draymen and/or any entity that
places or maintains a chassis/trailer pool at the warehouseman’s facility identified in this warehouse
receipt. The term “equipment” means any chassis, container, trailer, or tractor. The term “goods” means
the merchandise, cargo or freight tendered for storage by the depositor and identified on the face of this
warehouse receipt. The term "yard storage" means the placement of containers or trailers, with or without
tractors, empty or loaded with merchandise, secured or unsecured, in the yard of the warehouseman for
the benefit of the depositor and/or the depositor’s goods.

 

ACCEPTANCE - Sec. 1

 

(a) This contract and rate quotation, including accessorial charges endorsed on or attached hereto, is
effective upon receipt of goods by the warehouse company into its warehouse facility or upon written
acceptance by depositor, whichever occurs first.

 

(b) In the event that goods tendered for storage or other services do not conform to the description
contained herein, or conforming goods are tendered after 30 days from the inception date without prior
written acceptance by the depositor as provided in sub-paragraph (a) of this section, the warehouseman
may refuse to accept such goods. If the warehouseman accepts such goods, the depositor agrees to
rates and charges as may be assigned and invoiced by the warehouseman and to all terms of this
contract.

 

(c) This contract may be canceled by either party upon 30 days written notice and is canceled if no
storage or other services are performed under this contract for a period of 180 days.

 

SHIPPING - Sec. 2

 

The depositor shall not designate the warehouseman to be the consignee for any goods under any bill of
lading, waybill, air waybill, or any other transportation contract. If, in violation of this agreement, goods
are shipped to the warehouseman as named consignee, the depositor agrees to notify carrier in writing
prior to such shipment, with copy of such notice to the warehouseman, that warehouseman named as
consignee is a warehouseman and has no beneficial title or interest in such goods and the depositor
further agrees to indemnify and hold harmless the warehouseman from any and all claims for unpaid
transportation charges, including undercharges, demurrage, detention or charges of any nature, in
connection with goods so shipped. The depositor further agrees that if it fails to notify carrier as required
by the preceding sentence, the warehouseman shall have the right to refuse such goods and shall not be
liable or responsible for any loss, injury or damage of any nature to, or related to, such goods.

 

TENDER FOR STORAGE - Sec. 3

 

All goods for storage shall be delivered at the warehouse properly marked and packaged for handling. At
the time of such delivery, or prior thereto, the depositor shall furnish to the warehouseman a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and
other services desired.

 

STORAGE PERIOD AND CHARGES - Sec. 4

 

(a) All charges for storage are per package or other agreed unit, per month.

 

(b) Dynamic storage charges commence upon the date that warehouseman accepts care, custody
and control of the goods, regardless of the unloading date or the date of issue of a warehouse receipt.
Dynamic storage is defined as the total count of cargo on-hand at 6:00 AM each Monday plus the amount
of cargo shipped out between Monday and Sunday of the previous week.

 

(c) All storage charges are due and payable upon thirty (30) days of invoice date.
TRANSFER, TERMINATION OF STORAGE, REMOVAL OF GOODS & LIEN BY WAREHOUSEMAN -
Sec. 5

 

(a) Instructions to transfer goods to the warehouseman are not effective until delivered to and
accepted by the warehouseman, and all charges up to the time transfer is made are chargeable to the
depositor of record. If a transfer involves re-handling the goods, such re-handling 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. The warehouseman
reserves the right to refuse a transfer depending on the creditworthiness of the depositor.

 

(b) The warehouseman reserves the right to move, at his expense, fourteen days after notice is sent
by certified or registered mail to the depositor of record or to the last known holder of the negotiable
warehouse receipt, any goods in storage from the warehouse in which they may be stored to any other of
his warehouses. But if such depositor or holder takes delivery of his goods in lieu of transfer, no storage
charge shall be made for the current storage month. The warehouseman will store the goods at, and may
without notice move the goods within and between, any one or more of the warehouse buildings that
comprise the warehouse complex identified on the front of this warehouse receipt.

 

(c) The warehouseman may, upon written notice to the depositor of record and any other person
known by the warehouseman to claim an interest in the goods, require the removal of any goods by the
end of the next succeeding storage month. Such notice shall be given to the last known place of
business or residence of the person to be notified. If goods are not removed before the end of the next
succeeding storage month, the warehouseman may sell them in accordance with applicable law.

 

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

 

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

goods from the warehouse and shall incur no liability by reason of such removal. Depositor shall be liable
for all costs incurred by Warehouseman in such removal.

 

(f) The warehouseman 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,
weighing, coopering and other charges and expenses in relation to such goods, and for the
balance on any other accounts that may be due. The warehouseman also claims a lien under
maritime law, if applicable, the warehouseman’s bill of lading, if issued, and the warehouseman’s
invoice “Terms & Conditions of Service.” The warehouseman reserves the right to exercise its
lien rights under the terms of any applicable law and/or agreement between the depositor and the
warehouseman. THE GOODS COVERED BY THIS RECEIPT HAVE NOT BEEN INSURED BY THE
WAREHOUSEMAN FOR THE BENEFIT OF THE DEPOSITOR AGAINST FIRE OR ANY OTHER
CASUALTY. PROCUREMENT OF SUCH INSURANCE IS THE SOLE RESPONSIBILITY OF THE
DEPOSITOR, AT THE DEPOSITOR’S SOLE DISCRETION AND EXPENSE.

 

HANDLING - Sec. 6

 

(a) The handling charge covers the ordinary labor involved in receiving goods at the warehouse door,
placing goods in storage, and returning goods to the warehouse door. Handling charges are due and
payable on receipt of goods.

 

(b) Unless otherwise agreed, labor for unloading and loading goods will be subject to a charge.
Additional expenses incurred by the warehouseman in receiving and handling damaged goods, and
additional expenses incurred in unloading from or loading into cars or other vehicles not at the warehouse
door will be charged to the depositor.

 

(c) Labor and materials used in loading rail cars or other vehicles are chargeable to the depositor.

 

(d) When goods are ordered out in quantities less than those in which received, the warehouseman
may make an additional charge for each order or each item of an order.

 

(e) The warehouseman shall not be liable for demurrage or detention, delays in unloading inbound
cars, trailers, or other containers, or delays in obtaining and loading cars, trailers, or other containers for
outbound shipment unless the warehouseman has failed to exercise reasonable care.

 

DELIVERY REQUIREMENTS - Sec. 7

 

(a) When no negotiable receipt is outstanding, goods shall not be delivered or transferred except
upon receipt by the warehouseman of complete written instructions. Written instructions shall include, but
are not limited to, FAX, EDI, or similar communications, provided the warehouseman has no liability when
relying on the information contained in the communication as received.

 

(b) When a negotiable receipt has been issued, no goods covered by that receipt shall be delivered
or transferred on the books of the warehouseman, unless the receipt, properly endorsed, is surrendered
for cancellation, or for endorsement of partial delivery thereon. If a negotiable receipt is lost or destroyed,
delivery of goods may be made only upon order by a court of competent jurisdiction and the posting of
security approved by the court as provided by law.

 

(c) When goods are ordered out, a reasonable time shall be given the warehouseman to carry out
instructions, and if he is unable to do so because of acts of God, war, seizure under legal process,
strikes, lockouts, riots and civil commotions, or any reason beyond the warehouseman’s control, or
because of the loss or destruction of goods for which warehouseman is not liable, or because of any
other excuse or justification provided by law, the 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.

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EXTRA SERVICES/SPECIAL SERVICES - Sec. 8

 

(a) Warehouse labor required for services other than ordinary handling and storage will be charged
to the depositor.

 

(b) Special services requested by depositor 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.

 

(c) Damage, bracing, packing materials or other special supplies may be provided to the depositor at
a charge in addition to the warehouseman’s cost.

 

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

 

(e) Communication expenses, including postage, e-mail, FTP, EDI, or telephone will be charged to
the depositor if such expenses concern more than normal inventory reporting or if, at the request of the
depositor, communications are made by other than regular United States mail.

 

BONDED STORAGE - Sec. 9

 

(a) A charge in addition to regular rates will be made for merchandise in bond.

 

(b) 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. Upon such termination, all other terms and conditions
herein shall continue to apply.

 

MINIMUM CHARGES - Sec. 10

 

(a) A minimum handling charge per lot and a minimum storage charge per lot per week 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.

 

(b)
LIABILITY AND LIMITATION OF DAMAGES AND INDEMNITY - Sec. 11

 

(a) the warehouseman shall not be liable for any loss or injury to goods stored, however caused,
unless such loss or injury resulted from the failure by the warehouseman to exercise reasonable care and
the warehouseman is not liable for damages that could not have been avoided by the exercise of such
care.

 

(b) goods are not insured by the warehouseman against loss or injury, however caused.

 

(c) the depositor declares that damages are limited to $.05 per lb., subject to a limit of five
hundred dollars ($500.00) per occurrence and one thousand dollars ($1,000.00) aggregate in any
twelve-month period; in for all services provided or arranged, 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 on part or all of the goods hereunder in which event an additional monthly charge will be made
based upon such increased valuation.

 

(d) where loss or injury occurs to stored goods, for which the warehouseman is not liable, the
depositor shall be responsible 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.

 

(e) where loss, personal injury or property damage occurs arising out of the storage of the goods,
Depositor shall be liable for all such loss, injury or damage (except to the extent that such loss, injury or

damage is directly caused by the negligence or wrongful acts of warehouseman) and hereby agrees to
indemnify and hold warehouseman harmless for such loss, injury or damage. Further, Depositor shall,
upon request from warehouseman, have warehouseman named as an additional insured on the general
liability policy of Depositor including a provision requiring that warehouseman be provided with no less
than thirty (30) days’ notice prior to any amendment, expiration or cancellation of such policy.

 

ARBITRATION - Sec. 12

 

(a) The warehouseman and depositor, on behalf of itself and its heirs, assigns, and/or subrogees,
agree that any dispute arising under this Warehouse Receipt shall be submitted to the American
Arbitration Association, under its rules then in force. The parties agree to be bound by the arbitration
decision and judgment upon such decision may be entered in any federal or state court of competent
jurisdiction in the County of San Mateo. Any arbitration shall be held in the City of South San Francisco
and no other place.

 

(b) The depositor expressly agrees that the time for commencement of such arbitration proceedings
by the depositor against the warehouseman shall be limited to 9 months after date of delivery by the
warehouseman or within 9 months after the depositor of record or the last known holder of a negotiable
warehouse receipt is notified that loss or injury to part or all of the goods has occurred, whichever time is
shorter—all proceedings commenced thereafter being time-barred, however founded.

 

NOTICE OF CLAIM AND COMMENCEMENT OF ARBITRATION - Sec. 13

 

(a) Claims by the depositor and all other persons must be presented in writing to the warehouseman
within a reasonable time, and in no event longer than either 60 days after delivery of the goods by the
warehouseman or 60 days after the depositor of record or the last known holder of a negotiable
warehouse receipt is notified by the warehouseman that loss or injury to part or all of the goods has
occurred, whichever time is shorter.

 

(b) Neither the depositor nor any other person may commence arbitration against the warehouseman
for loss or injury to the goods stored unless timely written claim has been given as provided in sub-
paragraph (a) of this section.

 

(c) When goods have not been delivered, notice may be given of known loss or injury to the goods
by mailing of a registered or certified letter or courier to the depositor of record or to the last known holder
of a negotiable warehouse receipt. Time limitations for presentation of claim in writing and commencing
an arbitration after notice begin on the date of mailing of such notice by the warehouseman.

 

NO LIABILITY FOR CONSEQUENTIAL OR PUNITIVE DAMAGES - Sec. 14

 

The warehouseman shall not be liable for any loss of profit or special, indirect, punitive or consequential
damages of any kind whatsoever.

 

LIABILITY FOR MIS-SHIPMENT - Sec. 15

 

If the warehouseman negligently mis-ships goods, the warehouseman shall pay the reasonable
transportation charges incurred to return the mis-shipped goods to the warehouse. If the consignee fails
to return the goods, the warehouseman’s maximum liability shall be for the lost or damaged goods, as
specified in Section 11 above, and the warehouseman shall have no liability for damages due to the
consignee’s acceptance or use of the goods, whether such goods be those of the depositor or another.

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INVENTORY SHRINKAGE - Sec. 16

 

The warehouseman shall not be liable for loss of goods due to inventory shortage or unexplained
disappearance of goods unless the depositor establishes that such loss occurred because of the
warehouseman’s failure to exercise the care required of warehouseman under Section 11 above. Any
presumption of conversion imposed by law shall not apply to such loss and a claim by the depositor of
conversion must be established by affirmative evidence that the warehouseman converted the goods to
the warehouseman’s own use.

 

RIGHT TO STORE GOODS - Sec. 17

 

The depositor represents and warrants that the depositor is lawfully possessed of the goods and has the
right and authority to store them with the warehouseman. The depositor agrees to indemnify and hold
harmless the warehouseman from all loss, cost and expense, including reasonable attorneys’ fees that
warehouseman pays or incurs as a result of any dispute or litigation, whether instituted by the
warehouseman or others, respecting depositor’s right, title or interest in the goods. Such amounts shall
be charges in relation to the goods and subject to the warehouseman’s lien.

 

ACCURATE INFORMATION - Sec. 18

 

The depositor will provide the warehouseman with information concerning the stored goods that is
accurate, complete, and sufficient to allow the warehouseman to comply with all laws and regulations
concerning the storage, handling, and transporting of the goods. The depositor will indemnify and hold
the warehouseman harmless from all loss, cost, penalty and expense, including reasonable attorneys’
fees that the warehouseman pays or incurs as a result of depositor failing to fully discharge this
obligation.

 

SEVERABILITY and WAIVER - Sec. 19

 

(a) If any provision of this Warehouse Receipt, or any application thereof, should be construed or
held to be void, invalid or unenforceable, by order, decree, or judgment of a court of competent
jurisdiction, the remaining provisions of this receipt shall not be affected thereby but shall remain in full
force and effect.

 

(b) The warehouseman’s failure to require strict compliance with any provision of the Warehouse
Receipt shall not constitute a waiver or estoppel to later demand strict compliance with that or any other
provision(s) of this Warehouse Receipt.

 

(c) The provisions of this Warehouse Receipt shall be binding upon the depositor’s heirs, executors,
successors and assigns. Those provisions contain the sole agreement governing goods stored with the
warehouseman, and they cannot be modified except by a writing signed by the warehouseman.

 

YARD STORAGE - Sec. 20

 

The liability of the warehouseman for any yard storage of containers or trailers, whether loaded or empty,
secured or unsecured, shall be subject to Sections 11, 12, and 13 of this Warehouse Receipt.

 

CONSTRUCTION OF TERMS AND VENUE - Sec. 21

The terms and conditions of this Warehouse Receipt shall be construed and interpreted under the laws of
the State of New Jersey, except when a law of the United States, convention, treaty, or other law is
otherwise compulsorily applicable. Proper venue is the City of Newark, New Jersey, and no other place.

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                                  Leonard Logistics Trucking TERMS AND CONDITIONS

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Sec. 1. (a) The carrier shown as transporting
the property described in this bill of lading shall
be liable as at common law for any loss or
damage to the shipment, except as provided
herein.
(b) No carrier shall be liable for any loss or
damage or for any delay caused by an Act of God,
the public enemy, the authority of law, the act or
default of the shipper, riots or strikes, or any
related causes. Except in the case of negligence
of the carrier, the carrier shall not be liable for
loss, damage or delay which results: when the
property is stopped and held in transit upon
request of the shipper, owner or party entitled
to make such request; or from faulty or
impassible highway, or by lack of capacity of a
highway, bridge or ferry; or from a defect or vice
in the property. The burden to prove carrier
negligence is on the shipper.
Sec. 2. Unless arranged or agreed to in writing
or electronically, prior to shipment, carrier is not
bound to deliver a shipment by a particular
schedule or in time for a particular market, but
will transport the shipment in the regular course
of its providing transportation services. In the
case of physical necessity while in transit, carrier
may forward the shipment via another carrier.
Sec. 3. (a) As a condition precedent to
recovery, claims must be filed electronically or in
writing with the receiving or delivering carrier, or
carrier issuing the bill of lading, or carrier on the
line of which the alleged loss or damage
occurred. When claims are not filed or a civil
action is not filed within the time limits set forth
below, the carrier shall not be liable and such
claims will not be paid.
(b) Claims for damage must be filed with
the carrier not more than nine (9) months from
the date of delivery (or in the case of export
traffic, not more than nine (9) months after
delivery at the port of export, or in the case of
import traffic, not more than nine (9) months
after pickup at the place of tender). Claims for
loss must be filed with the carrier not more than

nine (9) months from the date of the bill of
lading.
(c) A civil action for loss or damage must
be filed not more than two (2) years after the
date the carrier has given electronic or written
notice that it has disallowed all or any part of the
claim specified in the notice.
(d) If the applicable freight charges have
been paid to the carrier, the carrier receiving the
benefit of such insurance will reimburse the
claimant for the premium paid on the insurance
policy or contract for the involved shipment.
Sec. 4. (a) If the consignee refuses the
shipment tendered for delivery by carrier or if
carrier is unable to deliver the shipment,
because of fault or mistake of the consignor or
consignee, the carrier’s liability shall then
become that of a warehouseman. Carrier shall
promptly attempt to provide notice, by
telephonic or electronic communication as
provided on the face of the bill of lading, if so
indicated, to the shipper or the party, if any,
designated to receive notice on this bill of lading.
Storage charges, based on carrier’s tariff, shall
start no sooner than the next business day
following the attempted notification. Storage
may be, at the carrier’s option, in any location
that provides reasonable protection against loss
or damage. The carrier may place the shipment
in public storage at the owner’s expense and
without liability to the carrier.
(b) If the carrier does not receive
disposition instructions within 48 hours of the
time of carrier’s attempted first notification,
carrier will issue a second and final notification
by telephonic or electronic communication. Such
notice shall advise that if carrier does not receive
disposition instructions within ten (10) days of
that notification, carrier has the right to offer the
shipment for sale, and carrier may sell the
property under such circumstances as may be
authorized by law. The amount received from
the sale will be applied first to the carrier’s
invoice for transportation, storage and other

lawful charges, including those incurred by the
carrier in selling the goods. The owner will be
responsible for the balance of any charges not
covered by the sale of the goods. If there is a
balance remaining after all charges and expenses
owing to the carrier are paid, such balance will
be paid to the owner of the property sold,
subject to a claim and proof of ownership.
(c) When perishable goods cannot be
delivered and disposition instructions are not
given within a reasonable time, the carrier may
dispose of the property in a manner that the
carrier deems best serves its disposition.
(d) When a carrier is directed by consignee or
consignor to unload or deliver property at a
destination where consignor, consignee, or the
agent of either, is not usually located, after
unloading or delivery the risk of loss or damage
is not that of the carrier, but is assumed by the
consignor or consignee.
Sec. 5. (a) Where a lower value than the
actual value of the property has been stated in
writing by the shipper on the bill of lading, or is
established in the carrier’s tariff upon which the
rate to be charged is based, such lower value
shall be the maximum amount recoverable for
loss or damage.
(b) No carrier hereunder will carry or be
liable in any way for any documents, coin money,
or for any articles of extraordinary value not
specifically rated in the published classification
or tariffs unless a special agreement to do so and
a stipulated value of the articles are endorsed on
this bill of lading.
Sec. 6. Every party, whether principal or
agent, who ships explosives or dangerous goods,
without previous full written disclosure to the
carrier of their nature, shall be liable for and
indemnify the carrier against all loss or damage
caused by such goods. Such goods may be
warehoused at owner’s risk and expense or
destroyed without compensation.
Sec. 7. (a) The consignor or consignee shall be
liable for the freight and other lawful charges
accruing on the shipment, as billed or corrected

as specified in 49 U.S.C. §13710, except that
collect shipments may move without recourse to
the consignor when the consignor so stipulates
by signature or endorsement in the space
provided on the face of the bill of lading.
Nevertheless, the consignor shall remain liable
for transportation charges where there has been
an erroneous determination of the freight
charges assessed, based upon incomplete or
incorrect information provided by the consignor.
(b) Notwithstanding the provisions of
subsection (a) above, the consignee’s liability for
payment of additional charges that may be
found to be due after delivery shall be as
specified by 49 U.S.C. §13706, except that the
consignee need not provide the specified written
notice to the delivering carrier if the consignee is
a for-hire carrier.
(c) Nothing in this bill of lading shall limit
the right of the carrier to require the
prepayment or guarantee of the charges at the
time of shipment or prior to delivery. If the
description of the articles, including weight or
density of shipment, or other information on this
bill of lading is found to be incorrect or
incomplete, the freight charges must be paid
based upon the articles actually shipped.
Sec. 8. If this bill of lading is issued on the
order of the shipper, or his agent, in exchange or
in substitution for another bill of lading, the
shipper’s signature on the prior bill of lading or
in connection with the prior bill of lading as to
the statement of value or otherwise, or as to the
election of common law or bill of lading liability
shall be considered a part of this bill of lading as
fully as if the same were written on or made in
connection with this bill of lading.
Sec. 9. If all or any part of said property is
carried by water over any part of said route, such
water carriage shall be performed subject to the
terms and provisions and limitations of liability
specified by the “Carriage of Goods By Sea Act”
and any other pertinent laws applicable to water
carriers. 

 Sec. 10. Not withstanding anything to the contrary therein, carrier limits its liability to the lesser of the declared value of the property or $0.05 per pound

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