TERMS OF SERVICE AGREEMENT

TERMS OF SERVICE AGREEMENT

SalesinUSA, Inc., a Delaware corporation (“SIU”) provides its Service (as defined below) to CUSTOMER (“CUSTOMER”) subject to this Terms of Service agreement (“TOS”). accepting this TOS or by accessing or using the Service, or clicking through on SIU website, CUSTOMER acknowledges that CUSTOMER has read, understood, and agreed to be bound by this TOS. If Authorized Person (“you”, “your”) is entering into this TOS on behalf of a company, business or other legal entity, CUSTOMER represent that the authorized person has the authority to bind such entity and its affiliates to this TOS, in which case the term CUSTOMER shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
SalesinUSA may change this TOS from time to time by providing thirty (30) days prior notice either by emailing the email address associated with CUSTOMER account or by posting a notice on the website at www.SalesinUSA.com or on the SalesinUSA Platform (as defined below). The revised terms and conditions will become effective thirty (30) days after SIU posted or sent CUSTOMER notice of such changes, and if CUSTOMER uses the Service after that date, CUSTOMER’s use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is stop using the Service and send a cancellation email to support@salesinusa.com. As part of the registration process, CUSTOMER will identify an administrative user name and password for your account (“Account”).
1. TERM OF TOS AND TERMINATION
1.1. Initial Term. The term of this TOS shall commence on the Effective Date and shall continue thereafter in full force and effect for a period of thirty (30) days (the “Initial Term”), after which this TOS shall thereafter continue on a month-to-month basis unless terminated pursuant hereto. For purposes of this TOS, the “Term” shall refer to the Initial Term and any extensions or renewals thereof.
1.2. Termination Without Cause. After the Initial Term, this TOS may be terminated by either party upon thirty (30) days’ prior written notice to the other party with or without any cause or reason being given or required.
1.3. Termination For Cause. If either party shall fail to perform any of the covenants or obligations of performance and payment imposed upon it under and by virtue of
this TOS (except where such failure is excused under other provisions of this TOS), the other party shall give the defaulting party written notice, stating specifically the cause for which the notice of default is given. If, within a period of ten (10) days after such notice, the defaulting party has not removed and remedied the default, then the party not in default may cancel this TOS without any further obligation by immediately furnishing the defaulting party a notice of cancellation.
In addition to any remedies that may be provided under this TOS, and notwithstanding anything to the contrary set forth in this Section 1.3, SIU may terminate this TOS with immediate effect upon written notice to CUSTOMER, if: (i) CUSTOMER becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors; or (ii) SIU determines, in its sole and absolute discretion, that any Goods (as defined below) are a hazard to other property within the warehouse (or to the warehouse itself) in which any Goods are being stored, or to persons as a result of the quality or condition of the Goods of which SIU had no notice at the time of deposit.
1.4. Removal of Goods. If this TOS is terminated for any reason, SIU may, at its sole discretion, require that CUSTOMER remove unsuitable or unsellable Goods from its distribution centers. SIU will notify CUSTOMER if it has any inventory that requires removal. If CUSTOMER does not remove the inventory within 30 days of receiving a required removal notice, SIU may dispose of the inventory listed in the required removal notice. CUSTOMER is responsible for any related fees. Unsellable inventory is not in sellable condition.
1.5. Abandoned Account. If CUSTOMER’s Service Fees remain unpaid for a period greater than 30 days, then SIU reserves the right, at its sole discretion, to reclassify CUSTOMER’s Account as an “Abandoned Account.” Additionally, any Account that remains unpaid for greater than 60 days will automatically be deemed an Abandoned Account. Upon an Account becoming an Abandoned Account, all rights to ownership of the Account Balance and Inventory would then immediately be forfeited by CUSTOMER. Inventory will become immediately and irrevocably unavailable to CUSTOMER, and liquidation proceedings would begin. CUSTOMER agrees the inventory would be free and clear of liability, and that CUSTOMER would assume any liability therefore. CUSTOMER would have no rights to the liquidation proceeds. CUSTOMER would also remain liable for any pending Service Fees above and beyond the liquidation proceeds.
1.6. Payments Upon Termination. If CUSTOMER terminates this TOS for any reason other than SIU’s breach of this TOS, CUSTOMER shall be responsible for all unexpired contractual commitments SIU has incurred in the performance of this TOS, including but not limited to, all accrued charges and continuing leases and finance payments related to the Services.
2. SERVICES
2.1. Services. During the Term, SIU agrees to provide for CUSTOMER certain services as described in this TOS.
2.2. The “Service” includes, without limitation:
• the receipt, warehousing, storage, handling, shipping and related services of physical goods sold by CUSTOMER (the “Goods”) pursuant to orders provided by CUSTOMER (the “Orders”),
• SIU proprietary platform and associated technology, in object code format only, which is made available by SIU to CUSTOMER and, when technically feasible and when implemented by CUSTOMER and SIU, is intended to permit CUSTOMER to, among other things, to receive Orders for Goods and fulfill such Orders via SIU fulfillment center.
• all data, reports, text, images, sounds, video, and content, including any offline reports, pricing matrices, or other content, made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS. SIU
• shall make commercially reasonable efforts to furnish all personnel, materials, equipment, supplies, and other ancillary accessories necessary to perform the Service.
2.3. Additional Services. If SIU provides additional services, including special packing or handling services, it shall provide them (a) for the additional fees in effect and mutually agreed to by both parties in writing at the time CUSTOMER requests the additional services, and (b) solely as agent for CUSTOMER, and not as a bailee or warehouseman.
2.4. Ancillary Services. SIU agrees to furnish personnel, equipment, and other accessories reasonably necessary to provide the Services efficiently and safely.
2.5. Standard Operating Procedure (SOP) which is an Annex 1, includes description of specific tasks and processes.

3. RATES, AND CHARGES
1.1. Rates and Charges. CUSTOMER shall pay the storage charges and service fees at the rates set forth on Annex 1 of this TOS. Notwithstanding anything to the contrary set forth in this TOS, CUSTOMER acknowledges and agrees that the costs and fees set forth on Annex 1 may be changed by SIU from time to time upon thirty (30) days’ notice from SIU to CUSTOMER. Goods are deemed to be received on the date that SIU accepts care, custody, and control of Goods, regardless of unloading date or the date a warehouse receipt is issued.
1.2. Handling Charges. Handling rates and charges cover the ordinary labor involved in receiving Goods at the warehouse door or dock, placing Goods in storage, and returning Goods to the warehouse door or dock for pickup. Unless otherwise agreed in writing, labor for unloading and loading Goods will be subject to a charge. If and when Goods are ordered out in quantities different from quantities received by SIU, each such order or item of an order shall be subject to the charges set forth on Annex 1. SIU 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 outbound cars, trailers, or other containers.
1.3. Charges Exclusive of Taxes. All rates and charges are exclusive of any applicable sales, use, and/or excise taxes, and any other taxes, duties, or charges of any kind
imposed by any governmental authority on any amounts payable by CUSTOMER, all of which shall be the exclusive responsibility of CUSTOMER.
4. PAYMENTS
4.1. Monthly Payments. Except as otherwise set forth in this TOS, CUSTOMER shall pay to SIU all amounts due under this TOS on a weekly (due 3 days after invoice received) or semi-month basis (due on the 18th and 3rd day of each month). The exactly payment schedule is set up in the Annex 1. CUSTOMER shall make all payments hereunder in US dollars.
4.2. SIU accepts 4 forms of payment: wire transfer (free), credit card (there is a 3.0% processing fee per invoice), PayPal (there is a 4.5% processing fee per transaction), checks (free).
4.3. CUSTOMER shall reimburse SIU for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys’ fees and costs. In addition to all other remedies available under this TOS or at law or in equity (which SIU does not waive by the exercise of any rights hereunder), SIU shall be entitled to suspend the release of any and all Goods or cease performance of any and all Services if CUSTOMER fails to pay any amounts when due hereunder. In addition, SIU reserves the right to require payment in full in cash of all amounts owed by CUSTOMER in advance of the release of Goods.
4.4. Prepayments.
SIU may, from time to time, require CUSTOMER to prepay some or all of the costs related to special projects, the amount of such prepayment to be determined by SIU in its sole and absolute discretion.
4.5. Disputed Charges. All invoices must be paid in, whether or not a charge is disputed. CUSTOMER may not offset payment of invoices for disputed charges without prior written approval from SIU. If a disputed charge is validated, an amount equal to the validated charge shall be credited to CUSTOMER’S account.
5. INBOUND SHIPMENTS
5.1. Goods Shipped to SIU. For all Goods shipped to the facility of SIU, CUSTOMER shall ensure that the bill of lading or other contract of carriage, as well as all declarations to government regulatory agencies (i) identify CUSTOMER as the named consignee, in care of SIU, and (ii) do not identify SIU as the consignee.
5.2. If Goods are shipped to SIU as the named consignee in violation of this TOS, the CUSTOMER agrees to notify the carrier in writing before such shipment and to promptly provide a copy of that notice to SIU. This notice must state that SIU is acting only as the “in care of” party, has been incorrectly named as the consignee, and is serving solely in the capacity of a warehouseman with no legal ownership or interest in the Goods.
5.3. The CUSTOMER further agrees to indemnify, defend, and hold SIU harmless from any and all claims for unpaid transportation charges—such as undercharges, demurrage, detention, or any other related fees—arising from such shipments. Additionally, if the CUSTOMER fails to provide the required notice to the carrier under this Article, SIU reserves the right to refuse the Goods and shall bear no responsibility or liability for any resulting loss, damage, or injury related to those Goods.
5.4. Custom Shipping/Receiving Policies. If CUSTOMER’S consignee establishes any shipping or receiving policy with which SIU is expected to comply, CUSTOMER must provide the policy to SIU in writing, and the parties must agree in writing that the policy will govern shipments to that consignee. CUSTOMER must provide the shipping or receiving policy to SIU promptly, and no later than ten (10) business days prior to the shipment of the applicable Goods.
5.5. Shippable Addresses.
• CUSTOMER is solely responsible for the accuracy and deliverability of Order shipping addresses. SIU may, at its sole discretion, verify Order shipping addresses, but this is not a replacement for merchant address diligence and verification. CUSTOMER agrees and acknowledges that SIU has no obligation to verify any shipping addresses by CUSTOMER.
• If SIU provides an Order shipping estimate on the basis of an address later discovered to be inaccurate or incomplete, CUSTOMER is solely responsible for any applicable address correction fees, any difference in shipping cost or for any other costs or fees due to the incomplete or inaccurate address. Examples of discrepancies for which CUSTOMER may be responsible include, but are not limited to, incomplete addresses, commercial/residential address status, and rural address status.
7 ONBOARDING
7.1. All inbound shipments must be received and inventoried before the Goods shall be shipped.
7.2. Upon receipt, SIU may, at its sole discretion, verify the quantity of the Goods and inspect for any visible structural damage. CUSTOMER acknowledges and agrees that SIU has no obligation to verify the quantity, content, condition or quality of the Goods delivered to SIU for storage and/or delivery. SIU may, at its sole discretion, reject to store and/or deliver any Goods that it deems, in its sole discretion, to be improperly labeled or packaged or any Goods that contain any hazardous or illegal material.
7.3. If there are any outstanding or pending Orders that need to be fulfilled first, CUSTOMER shall notify SIU of the number of Orders to be sent initially and the expected timeline of processing such Orders.
7.4. Upon actual receipt of the Goods, CUSTOMER can expect a minimum of two business days for products to be inventoried at SIU warehouse. After two business days, CUSTOMER’s Orders will begin to be processed and labeled, beginning with outstanding and pending Orders. SIU will plan to fulfill the number of orders which was communicated during onboarding every day. Additional time may be required for special kitting, picking or any alterations in regular process.
7.5. SIU shall thereafter process, package, and ship all Orders within one business day of actual receipt of the Order from CUSTOMER provided that proper inventory amounts exist and there are no issues with the Order reported to CUSTOMER. This provision shall not apply to Orders that are altered, Orders with low inventory items (less than 10 items in stock), held Orders and bulk Orders.
7.6. CUSTOMER shall provide SIU with an expectation of the date to begin shipping products, which shall conform to the terms of this Agreement.
7.7. CUSTOMER shall be solely responsible for the accuracy of any information provided to SIU and/or inputted onto SIU website. CUSTOMER agrees that SIU shall not be liable for any delay, loss, damage or costs as a result of any inaccurate information provided by CUSTOMER to SIU or any information inputted incorrectly by CUSTOMER onto SIU website.
8. OUTBOUND SHIPMENTS
8.1. Shipped Goods. SIU shall have no liability for any Goods that have been shipped. The parties agree that the generation of a shipping label by SIU for the shipment of Goods (a “Shipping Label”) shall create a rebuttable presumption that such Goods have been shipped, regardless of the status of such Goods with any third-party motor carrier or SIU, provided that:
a) If the Shipping Label is generated on any business day before cutoff (local warehouse time), there shall be a rebuttable presumption that such Goods have been shipped on the same business day.
b) If the Shipping Label is generated on any non-business day or any business day after cutoff (local warehouse time), there shall be a rebuttable presumption that such Goods have been shipped on the following business day.
8.2. International Shipping.
8.2.1. The parties agree that CUSTOMER shall have a solid responsibility for the following:
a. CUSTOMER shall be the Exporter of Record (EOR) for all shipments dispatched from the SIU’s facility.
b. CUSTOMER shall provide Export Documentation: Ensure that all required export documents, including but not limited to the Commercial Invoice, Packing List, Certificates of Origin, and Export Declarations (if applicable), are completed, signed, and provided to SIU before shipment.
c. CUSTOMER shall ensure all shipments comply with applicable export laws, including but not limited to customs regulations, trade restrictions, and country-specific export controls.
d. CUSTOMER shall ensure that all documentation provided to SIU accurately reflects the contents, value, and classification of the goods being exported.
8.2.2. The parties agree that SIU shall print and attach export documents provided by the Client to the respective shipments; verify that required export documents are included but shall not be responsible for the accuracy or compliance of such documents. SIU may assist in submitting export documentation to the shipping carrier or customs authorities when necessary but shall not assume responsibility for customs clearance or legal compliance.
SIU shall not be liable for any penalties, customs delays, or legal consequences resulting from incorrect, missing, or non-compliant export documentation provided by the Client.
8.2.3. Compliance with Laws and Regulations
Both parties agree to comply with all applicable local and international export control laws, customs regulations, and trade compliance requirements.
CUSTOMER remains responsible for ensuring that all shipments comply with the laws of the exporting country and the destination country.
SIU shall act solely as a logistics service provider and shall not be responsible for any legal violations arising from the shipment.
CUSTOMER agrees to indemnify and hold harmless SIU from any fines, penalties, legal fees, or damages resulting from non-compliance with export regulations, incorrect documentation, or misrepresentation of goods.
8.2.3. CUSTOMER agrees that SIU shall not be liable for any delay, loss or damage as a result of any Goods shipped internationally. SIU shall not provide any refunds for or guarantee any international shipments. IT IS CUSTOMER’S SOLE RESPONSIBILITY TO PROTECT ITSELF FROM INTERNATIONAL FRAUD. IT IS CUSTOMER’S SOLE RESPONSIBILITY TO PAY ALL FEES RELATED TO ORDERS WHETHER THE ORDER IS FRAUDULENT OR THE PRODUCT IS DELIVERED OR NOT.
8.2.4. International CDT: Customs, Duties and Taxes (“CDT”) on any international shipment charged by the Carrier are the responsibility of the CUSTOMER and will be charged back to the SIU regardless of whether they were or were not in the initial shipping estimate, or whether the order was or was not delivered.
8.3. International Returns.
Shipments that are not delivered are often returned by the Carrier and assessed return shipping, brokerage, and returns processing carrier fees. These fees assessed by the Carriers are billed through to merchants, often without notice. SIU strives to work with CUSTOMER to circumvent International returns or abandoned inventory at the CUSTOMER’s request; however, this is done on a best efforts basis and SIU reserves the right to access fees to the value of the original shipping cost.
9. RETURNS
9.1. All returned shipments will be assessed a return shipment fee equivalent to the shipping fee to the original destination. Returned shipments will be returned to a SIU distribution center, unless otherwise specified. If the returned shipment is requested to be shipped to a new location, the shipment will be treated as a new shipment and will incur standard shipping charges. CUSTOMER shall be solely responsible for any fees assessed by any Carrier as a result of any shipments of Goods that are returned to SIU by the Carrier for any reason whatsoever.
9.2. SIU shall accept, unpack and restock any Goods returned by an End User and inform the Customer of such returns, pursuant to the Customer’s return policy, provided, however, that SIU shall not have any responsibility to refund any amounts to the End User. SIU shall also not be responsible, and shall be held harmless by the Customer, for any returned Goods that has been damaged by the End User or during the return shipment.
10. LIMITATIONS OF LIABILITY
10.1. Limitation of Liability. This Article strictly limits SIU’s liability for any loss incurred by CUSTOMER and sets forth the exclusive circumstances in which SIU may be liable for any portion of such losses. CUSTOMER explicitly agrees to assume the risk of all other losses. SIU shall not be liable for any loss, damage, or destruction to Goods, however caused, unless such loss, damage, or destruction is shown by substantial evidence to have resulted from SIU’s failure to exercise such care in regard to the Goods as a reasonably careful warehouseman would exercise under like circumstances. SIU will not be liable for damage of any type which could not be avoided by the exercise of such care.
10.2. SIU Not Insurer/Guarantor. CUSTOMER acknowledges and agrees that SIU is not an insurer or guarantor of any Goods placed in its possession by CUSTOMER pursuant to this TOS. Where loss or injury occurs to CUSTOMER’s Goods, for which SIU is not liable, CUSTOMER shall be solely responsible for paying directly or reimbursing SIU for the cost of removing and disposing of such Goods, as well as the cost of any environmental cleanup and/or site remediation resulting from the loss or injury to such Goods. SIU shall have the exclusive authority to determine the timing and extent of the services necessary to effect such removal, disposal, and/or remediation. When circumstances permit, SIU will endeavor in good faith to notify CUSTOMER in advance of incurring such costs.
10.3. Misshipment. SIU shall only be liable for misshipments where substantial evidence establishes that the misshipment was caused by SIU’s gross
negligence. Where SIU is liable, it shall pay the reasonable transportation charges incurred to return such Goods to an SIU warehouse. If the consignee fails to return the Goods, SIU shall have no liability for damages resulting from the consignee’s acceptance or use of the Goods whether such Goods be those of CUSTOMER or another.
10.4. Mysterious Disappearance. SIU shall only be liable for loss of Goods due to inventory shortage or unexplained or mysterious disappearance of Goods to the
extent substantial evidence establishes that SIU was grossly negligent in carrying out its duties under this TOS and such gross negligence resulted in the loss. CUSTOMER acknowledges that some damage or loss to Goods at a warehouse may occur during the performance of the Services. Accordingly, CUSTOMER agrees that SIU shall be entitled to the annual damage and shrinkage allowance of one-tenth of one percent (0.1%) of CUSTOMER’s inventory (valued at wholesale price) based on the variance between actual physical count and system inventory at the time of physical inventory taking, which must be exceeded prior to SIU being liable for any damage, loss, or shortages of CUSTOMER’s Goods, if at all. If SIU learns of any loss or damage to Goods in a warehouse, SIU will promptly notify CUSTOMER of such fact and request instructions. Should CUSTOMER pursue a claim pursuant to Article 9 for loss of Goods due to inventory shortage or unexplained or mysterious disappearance, CUSTOMER waives, to the fullest extent permissible, any right it may have to rely upon a presumption of conversion under the applicable law. The parties further agree that, to prevail on such a claim, CUSTOMER shall bear the burden of establishing by substantial evidence that SIU converted Goods to its own use in violation of this TOS.

11. DISCLAIMER OF WARRANTIES.
The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by SIU or by third-party providers, or because of other causes beyond our reasonable control, but SIU shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. HOWEVER, THE SERVICE, INCLUDING THE SIU PLATFORM AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE
PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. YOU ACKNOWLEDGE THAT COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE, AND NO INFORMATION, ADVICE OR SERVICE OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
SIU is not the importer or exporter of record for Inventory stored at SIU. SIU shall not be held liable for complying with your instructions through the SIU Service. You understand that SIU does not inspect your Inventory nor does SIU take responsibility for the business decisions that you make and implement through the SIU Service. For example, SIU cannot control or ensure that a buyer or seller with whom you do business will remit payment for Inventory in accordance with your agreement with them. For purposes of clarity, SIU is not the Merchant of Record for any of your Inventory. SIU is not responsible for items damaged during the pick and pack process or for breakage of items during transit that have been picked and packed by SIU.

12. RIGHT TO STORE GOODS AND GENERAL WAREHOUSEMAN’S LIEN
12.1. Lawful Possession by Customer. CUSTOMER represents and warrants to SIU that CUSTOMER is the owner (or otherwise is lawfully in possession) of the Goods and has the right and authority to contract with SIU for the Services relating to those Goods. CUSTOMER agrees to indemnify, defend and hold SIU harmless from all loss, cost, and expense (including reasonable attorneys’ fees) which SIU pays or incurs as a result of any dispute or litigation, whether instituted by CUSTOMER or others, respecting CUSTOMER’s right, title or interest in the Goods covered by this TOS.
12.2. General Warehouseman’s Lien. SIU shall have a general warehouseman’s lien on Goods in its possession, and upon the proceeds from the sale thereof, to secure CUSTOMER’s payment of all fees, charges, and expenses incurred pursuant to this TOS in connection with SIU’s storage, transportation, preservation, and handling of Goods. SIU shall not permit any lien or other encumbrance to be placed against the Goods while they are in SIU’s possession other than its general warehouseman’s lien. SIU may enforce its general warehouseman’s lien at any time, including by selling all or any part of the Goods in accordance with applicable law.

13. NOTIFICATION OF PRODUCT CHARACTERISTICS & DANGEROUS ARTICLES
13.1. Unless otherwise previously agreed in writing, CUSTOMER shall not deliver to SIU or cause SIU to deal with or handle (a) any adulterated, flammable, hazardous or dangerous materials or articles, explosives or pesticides, as defined under the regulated federal, state or local laws, statutes, ordinances, or regulations (“Dangerous Goods”), (b) any Goods which require registration, permits, licenses or similar approvals under federal, state or local laws, statutes, ordinances or regulations (“Licensed Goods”), or (c) any securities, artwork, heirlooms, jewelry or other Goods of high and unusual value (“Valuable Goods”). Dangerous Goods, Licensed Goods and Valuable Goods are collectively referred to herein as “Restricted Goods.” In no event shall SIU be responsible for loss or damage to Restricted Goods except to the extent an TOS in writing is made between SIU and CUSTOMER with respect to such Restricted Goods.
13.2. In the event SIU agrees in writing to deal with or handle any Restricted Goods, CUSTOMER shall be solely responsible and liable for, and SIU shall have no responsibility or liability related to, compliance with any and all local, state, federal, and international laws and regulations relating to the transfer, storage or shipping of such Restricted Goods. CUSTOMER shall be responsible for all costs, fees and expenses related to custom labeling requirements.
13.3. CUSTOMER shall promptly notify SIU in writing of the characteristics of any of CUSTOMER’s products that may in any way be likely to cause damage to SIU’s premises or to other products that may be stored by SIU, including, without limitation, all Dangerous Goods. If, as a result of a quality or condition of any Goods of which SIU had no notice at the time of deposit, any Goods are a hazard to other property or to the warehouse or to any person, SIU shall immediately notify CUSTOMER and CUSTOMER shall thereupon remove all such Goods from the warehouse as soon as possible. Pending such disposition, SIU may remove any or all Goods from the warehouse at CUSTOMER’s sole cost and expense, and shall incur no liability by reason of such removal.
13.4. CUSTOMER represents and warrants to SIU that none of the Goods which it now has in storage, or will store in the future with SIU are Dangerous or Valuable Goods, and that any Licensed Goods are guaranteed to have such registrations, permits, licenses or approvals at the time such Goods are tendered to SIU and during the entire time they are in SIU’s custody. CUSTOMER agrees to provide copies of such registrations, permits, licenses or approvals to SIU upon request.
13.5. CUSTOMER represents and warrants to SIU that all Restricted Goods will be individually listed on receiving/shipping document (bill of lading) naming the Restricted Goods and designating which laws, statutes, ordinances or regulations apply to the storage, handling and transportation of such Restricted Goods.
13.6. CUSTOMER represents that with respect to any Goods it now has in storage, or will store in the future with SIU which, due to such federal, state or local laws,
statutes, ordinances or regulations applicable to such Goods, require special handling, storage, stacking segregation of commodities, documentation, records certification, reports of other treatment beyond that normally afforded by SIU to Goods generally, it will furnish SIU for Goods now in storage in writing for each item tendered for storage in the future, with all information and instructions necessary to conform with the requirements applicable to its Goods in each applicable state, including but not limited to, Safety Data Sheets (SDS) for all Goods and materials that require an SDS.
13.7. CUSTOMER agrees to indemnify, defend, and save SIU harmless against any and all liabilities, laws, damages, costs or expenses which SIU may incur, suffer or be required to pay that arise out of or relate to CUSTOMER’S obligations under this Article.

14. LIMITATION ON TIME TO PRESENT CLAIMS
14.1. Prompt Notice of Loss or Damage. Each party agrees to notify the other party promptly after becoming aware of any loss or damage, however caused, to Goods
handled under the terms of this TOS.
14.2. Disputed Charges. CUSTOMER shall submit any question, challenge, or dispute of a charge in writing within thirty (30) days of the date of the invoice on which
the charge first appears. No refund or credit may be issued for charges not disputed within thirty (30) days.
14.3. Claim for Lost or Damaged Goods. CUSTOMER shall submit any claim for lost or damaged Goods, including a claim for misshipment or mysterious
disappearance, within thirty (30) days after delivery of Goods by SIU or thirty (30) days after notification that loss or injury to part or all of the Goods has occurred, whichever time is shorter.
14.4. Content of Claim. Each dispute or claim presented in accordance with this Article must contain all information and supporting documentation necessary to
investigate and resolve the claim, including without limitation, the followed (each to the extent material to the particular claim):
a) Signed Delivery Bill of Lading.
b) Receiving Manifesto.
c) Tracking Number.
d) Advance Shipment Notice (ASN) receipt.
e) Documents describing Goods packed and placed in the motor carrier’s possession.
f) Documentation by receiving facility describing Goods received.
g) Chargeback notice with details, including, without limitation, proof of charge-back by retailer.
h) Evidence showing that SIU did not follow specific guidelines, including, without limitation, pictures.
i) Case quantity amount.
14.5. Deadline for Legal Action. The parties expressly agree that no legal action arising from the loss, damage or destruction of any Goods, or otherwise arising under this
TOS, may be maintained unless it is filed within six (6) months of the date of shipment or the date CUSTOMER is notified that loss or injury to part or all of the Goods has occurred, whichever time is shorter. The parties further agree that no such action may be maintained unless and until a timely and complete written dispute claim has first been submitted to SIU.
15. LIMITATION ON REMEDIES
10.1 In the event of loss, damage, or destruction to any Goods for which SIU may be liable under this TOS, SIU’s total liability for damages shall be limited to the lesser of the following amounts: (a) the actual cost to CUSTOMER of replacing or reproducing the damaged Goods together with transportation costs to warehouse; (b) the fair market value of the damaged Goods on the date SIU is notified of loss, damage; or destruction; or (c) the total of the amounts paid by CUSTOMER to SIU for the Services during the twelve (12) months prior to the date of such loss, damage, or destruction, but in no event shall SIU’s total liability for damages exceed the amounts covered by SIU’s liability insurance policy or policies in effect at the time of the loss. Notwithstanding anything in this TOS to the contrary, in the event of a charge-back for which SIU may be liable under this TOS, SIU’s total liability for damages shall be limited to SIU’s actual cost to ship the applicable Goods.
15.1. Payments in respect of any losses by CUSTOMER shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by CUSTOMER in respect of any such claim. CUSTOMER shall use reasonable efforts to pursue recovery of its damages under insurance policies or indemnity, contribution, or other similar TOSs for any losses prior to or in conjunction with making any claims under this TOS.
15.2. The limitations of liability and procedure shall be CUSTOMER’S exclusive means of redress and remedy against SIU for any claim or cause of action whatsoever relating to the Services and/or any loss, damage, and/or destruction of any Goods and shall apply to all claims, including but not limited to inventory shortage or shrinkage, mysterious disappearance, misshipment, and charge-back claims, unless CUSTOMER establishes by substantial evidence that SIU converted Goods to its own use in violation of this TOS.
15.3. CUSTOMER and its insurers hereby waive their rights of recovery and/or subrogation against SIU or its insurers for claims in excess of SIU’s liability.
15.4. IN NO EVENT SHALL SIU BE RESPONSIBLE OR LIABLE IN ANY ACTION 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 TOS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CUSTOMER OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
16. FORCE MAJEURE
SIU shall not be liable to CUSTOMER, nor be deemed to have defaulted in the performance or discharge of any of its duties or obligations under this TOS, when and to the extent caused by, or resulting from, acts or circumstances beyond the reasonable control of SIU including, without limitation, acts of God, hurricanes, tidal waves, flood, tornadoes, cyclone, windstorm, earthquake, public enemy (terrorism), civil commotion, strikes, labor disputes, work stoppages or other difficulties within the workforce, failure to provide power by the utility provider, intentional or malicious acts of third persons or any other organized opposition, 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 or regulations, or other contingencies, similar or dissimilar to the foregoing, beyond the reasonable control of SIU. Upon the occurrence of such an event, if applicable, SIU shall promptly give written notice to CUSTOMER of the nature and consequences of the cause. If the cause is one which requires SIU to continue to protect the Goods, CUSTOMER agrees to pay the storage or similar charges associated with SIU’s obligation during the continuance of the force majeure. All Goods are stored, handled, and transported at CUSTOMER’s sole risk of loss, damage, or delay caused by any of the above.

17. INDEMNIFICATION
CUSTOMER shall indemnify, defend, and hold SIU (and its members, managers, employees, agents, affiliates, successors, and permitted assigns) harmless from and against all liabilities, claims, suits, actions, fines, damages, losses, costs and expenses of whatever kind, including undercharges, rail demurrage, truck/intermodal detention, or related charges and reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this TOS and the cost of pursuing any insurance providers, any claim of a third party or SIU arising out of or occurring in connection with the Services and/or CUSTOMER’s negligence, willful misconduct, or breach of this TOS, and CUSTOMER agrees not to enter into any settlement of such claim without SIU’s prior written consent.
18. INSURANCE
18.1. CUSTOMER shall be responsible for maintaining at its own expense all necessary insurance coverage for their products that are being stored in SIU facility CUSTOMER agrees to provide copies of applicable certificates of insurance to SIU upon request.
18.2. CUSTOMER understands and agrees that the Goods are not insured by SIU for the benefit of CUSTOMER against fire or other casualty. SIU will not be
required to maintain a watchman or a sprinkler system, and CUSTOMER agrees that SIU’s failure to do so will not constitute negligence under this TOS.
19. MISCELLANEOUS
19.1. Severability. The provisions of this TOS are to be considered as independent obligations. Therefore, should one provision be determined to be
void or otherwise not legally enforceable, its invalidation shall not excuse the parties’ compliance with and adherence to the remaining provisions of this TOS.
19.2. Waiver. Compliance with any term of this TOS may be waived (either generally or in a particular instance and either retroactively or prospectively) by
the party entitled to enforce such term, but any such waiver shall be effective only if set forth in a writing signed by the party against which such waiver is to be asserted. Except as otherwise provided herein, no failure or delay of any party in exercising any power or right under this TOS shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power of that party.
19.3. Independent Contractor. It is hereby agreed and understood that SIU is entering into this TOS as an independent contractor and that all of SIU’s personnel
engaged in work to be done under the terms of this TOS are to be considered as employees of SIU and under no circumstances shall they be construed or considered to be employees of CUSTOMER. SIU shall supervise the performance of its own employees in providing services for CUSTOMER and shall have control over the manner and means by which its services are performed, subject to the terms of this TOS as well as any written and mutually agreed amendments thereto. Nothing in this TOS will be interpreted as creating any relationship of principal and agent, partnership, or joint venture between the parties. Neither CUSTOMER nor SIU will represent in any manner to any third party that SIU is an agent of, or affiliated with, CUSTOMER in any capacity other than as an independent contractor, and nothing in this TOS shall be construed to be inconsistent with such status.
19.4. Assignment; Beneficiaries. This TOS shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto, provided
neither party to this TOS shall assign its interest or obligations herein, including but not limited to the assignment of any monies due and payable, without the prior written consent of the other party. This TOS is 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 upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these terms.
19.5. Governing Law; Venue. This TOS and any dispute arising out of it shall be governed by the laws of the State of Delaware, regardless of where Goods
are/were stored and services provided. Any legal suit, action, or proceeding arising out of or relating to this TOS shall be instituted in the federal courts of the United States of America or the courts of the State of Delaware, in each case located in the County of Walworth, Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.