Warehousing Terms & Conditions

1.      Definitions:

• “GTI Warehousing” shall refer to G.T.I. Roll Transportation Services Inc., GTI Global Freight Systems (2014) Inc., Precision Specialized Inc, GTI Storage and Handling Inc., GTI USA Inc., Foxconn Logistics Systems LLC, and 133678 Canada Inc (dba Nomade Transport). ‘’GTI Warehousing’’ also refers to Jetco Warehouse LLC, Jetco Delivery LLC, Jetco Heavy Haul LLC, Jetco Logistics LLC and Associated Acquisition Company LLC.

• “Customer” shall refer to Customer, Customer’s employees and contractors, Customer’s invitees, and their

• “Warehouse” shall refer to any warehouse or storage facility owned, leased by or operated by ‘‘GTI Warehousing’’ (and companies detailed above) where Customer’s goods are stored pursuant to an agreement between Customer and ‘‘GTI Warehousing’’ and/or one of the companies listed above as part of ‘’GTI Warehousing’’.

2. Application: These terms and conditions (“Terms”) shall apply to all of Customer’s goods tendered to ‘‘GTI Warehousing’’ and stored at ‘‘GTI Warehousing’s Warehouses, including any cross-docking or transloading services. These Terms can only be superseded upon written authorization by the President, CEO, CFO or CCO of ‘‘GTI Warehousing’’. If Customer is not the owner of the goods or does not have title to the goods, Customer agrees that it acts as the owner’s and title holder’s agent and also agrees to these Terms on behalf of the owner and title holder of the goods. These Terms and Conditions, price quotes and related warehouse receipts for each tender of Customer’s goods pursuant to same shall constitute a “Warehouse Receipt” for the purposes of legal transactions for all provinces of Canada, and all states of the U.S.A. and specifically for Article 7 of the Uniform Commercial Code as enacted by the State of

3.      Shipment of Goods to Warehouse.

• Customer shall identify Customer as the named consignee on all goods shipped to the Warehouse. Customer shall not ship goods to or from the Warehouse naming ‘‘GTI Warehousing’’ as the consignee on a bill of lading or other shipment document. Customer agrees to notify motor carriers that ‘‘GTI Warehousing’’ is providing warehousing services and notify motor carriers of the actual

• If goods which name ‘‘GTI Warehousing’’ as consignee are inadvertently shipped and accepted, Customer shall immediately notify ‘‘GTI Warehousing’’ and the motor carrier in writing that ‘‘GTI Warehousing’’ is the “in care of party” only and has no beneficial title or interest in Customer’s

• Customer shall not cause, or allow, ‘‘GTI Warehousing’’ to be named, labeled, or indicated as “Shipper” or other like title under any agreement, without Warehouseman’s prior written

• If goods which name ‘‘GTI Warehousing’’ as “Shipper” or other like title are inadvertently shipped and accepted, Customer shall immediately notify ‘‘GTI Warehousing’’ and the motor carrier in writing that ‘‘GTI Warehousing’’ is the “in care of party” only and has no beneficial title or interest in Customer’s goods. CUSTOMER SHALL INDEMNIFY AND HOLD HARMLESS ‘‘GTI WAREHOUSING’’ FROM ANY AND ALL CLAIMS FOR UNPAID TRANSPORTATION CHARGES RELATED TO CUSTOMER’S GOODS, OF ANY KIND WHATSOEVER AND TO WHOMEVER OWED, INCLUDING DETENTION, DEMURRAGE, AND ALL OTHER CHARGES, WITHOUT REGARD TO WHETHER ‘‘GTI WAREHOUSING’’ WAS NAMED CONSIGNEE OR WHETHER ‘‘GTI WAREHOUSING’’ KNEW OR SHOULD HAVE KNOWN IT WAS THE NAMED CONSIGNEE ON A BILL OF LADING OR OTHER SHIPPING

• All goods shall be shipped freight prepaid by and arranged by Customer. ‘‘GTI Warehousing’’ shall not be liable for freight charges with respect to any transaction with Customer. In no event shall these Terms and Conditions, price quotes and/or related warehouse receipts be considered a contract of carriage and Customer hereby agrees that ‘‘GTI Warehousing’’ shall not be considered a motor carrier or freight forwarder when performing services subject to these

• In the event that Warehouseman is alleged to owe freight charges with respect to any transaction involving Customer:

CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS ‘‘GTI WAREHOUSING’’; ITS AFFILIATES (“AFFILIATES” AND “AFFILIATE” IS DEFINED AS ANOTHER ORGANIZATION OR PARTNERSHIP WITH COMMON OWNERSHIP, MANAGEMENT, FACILITIES, EMPLOYEES, EQUIPMENT OR INTERESTS) ITS OTHER CUSTOMERS; AND ‘‘GTI WAREHOUSING’’’S, ITS AFFILIATES’, AND ITS OTHER CUSTOMERS’ TRUSTEES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, (‘‘GTI WAREHOUSING’’ GROUP) OF THE ABOVE-MENTIONED ENTITIES FROM ANY AND ALL CLAIMS FOR UNPAID TRANSPORTATION CHARGES RELATED TO CUSTOMER’S GOODS, OF ANY KIND WHATSOEVER AND TO WHOMEVER OWED, INCLUDING, BUT NOT LIMITED TO, FREIGHT CHARGES. THIS PROVISION SHALL TAKE EFFECT WITHOUT REGARD TO WHETHER ‘‘GTI WAREHOUSING’’ OR CUSTOMER KNEW OR REASONABLY SHOULD HAVE KNOWN THAT ‘‘GTI WAREHOUSING’’ WOULD BE PRESENTED WITH SUCH CHARGES.

4. Tender of Goods for

   • Customer shall deliver all goods for storage at the Warehouse properly marked and packaged for handling, storage and movement of the

   • Customer 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. Otherwise the goods may be stored in bulk or assorted lots in general storage at the discretion of ‘‘GTI Warehousing’’ and charges for such storage will be made at the applicable storage

   • Receipt and delivery of all or any unit of a lot shall be made without subsequent sorting except as agreed by ‘‘GTI Warehousing’’ and subject to a

   • ‘‘GTI Warehousing’’ shall store and deliver goods only in the packages in which they are originally received unless otherwise agreed to in writing.

   • ‘‘GTI Warehousing’’ shall not be responsible for segregating goods by production code date unless specifically agreed to in

   • Copper shall not be stored on ‘‘GTI Warehousing’s premises without ‘‘GTI Warehousing’s express written

5.      Storage Charges.

• ‘‘GTI Warehousing’’ shall invoice Customer according to the Rate Confirmation or as otherwise quoted by ‘‘GTI Warehousing’’ or agreed in writing. Additionally, any rates, which may be verbally agreed upon, shall be deemed confirmed in writing where ‘‘GTI Warehousing’’ has billed the rate and Customer has paid it. All written confirmations of rates, including confirmations by billing and payment, shall be incorporated herein by this

• Customer shall pay ‘‘GTI Warehousing’’ storage charges and the charges for any additional services within 30 days of the invoice date without deduction or

• Dunnage, bracing, packing materials or other special supplies may be provided by ‘‘GTI Warehousing’’ for Customer at a charge in addition to ‘‘GTI Warehousing’s cost as agreed to in writing or at the billed

• Storage charges include the ordinary labor involved in receiving goods at the door of the Any additional labor requested will be charged by ‘‘GTI Warehousing’’ to Customer.

• Storage charges do not include bonded storage. An additional charge may apply if ‘‘GTI Warehousing’’ agrees to store any goods in bond. If a warehouse receipt covers goods in CDN or U.S. Customs bond, such receipt shall be void upon the termination of the storage period fixed by

• Customer may not offset claims for loss or damage to goods against amount owed to ‘‘GTI Warehousing’’ unless otherwise agreed to in writing.

• ‘‘GTI Warehousing’’ reserves the right to adjust rates for warehousing, storage and affiliated services in its discretion, with 30 days’ advance written Annual increases equivalent to or greater to the increase in the Consumer Price Index of the region where warehouse is situated will be applied automatically on an annual basis.  

• Should Customer stop doing business or reduce its business with ‘‘GTI Warehousing’’ below levels agreed upon between the parties, Customer shall be liable for all unrecoverable contractually obligated charges for the agreed upon

• ‘‘GTI Warehousing’’ may submit invoices through its affiliate and such administrative functions shall not alter ‘‘GTI Warehousing’s role beyond storage of goods, make ‘‘GTI Warehousing’’ liable for its affiliates’ conduct, make ‘‘GTI Warehousing’s affiliates liable for ‘‘GTI Warehousing’s conduct, or establish any kind of joint liability between ‘‘GTI Warehousing’’ and its

6. Instructions to transfer goods on the books of ‘‘GTI Warehousing’’ are not effective until delivered to and received by ‘‘GTI Warehousing’’, and all charges up to the time transfer is made are chargeable to the Customer of record. If a transfer involves re-handling the goods, such re-handling will be subject to charges at ‘‘GTI Warehousing’s standard rates.

7. Termination of Storage. ‘‘GTI Warehousing’’ may at any time require the removal of any goods by the end of the next succeeding calendar month by proving written notice to Customer. If goods are not removed before the end of the next succeeding calendar month, ‘‘GTI Warehousing’’ may dispose of the goods in accordance with applicable

8.      Handling of Goods.

• ‘‘GTI Warehousing’’ shall provide the ordinary labor involved in receiving goods at the door of the Warehouse, placing goods in storage, and returning goods to the warehouse door for delivery. Customer shall pay ‘‘GTI Warehousing’’ for services requested other than ordinary handling and storage as agreed to in writing by ‘‘GTI Warehousing’’ or at the billed rate.

• Customer shall pay ‘‘GTI Warehousing’’ for ‘‘GTI Warehousing’s additional expenses in receiving and returning damage goods and loading or unloading goods at a place other than the warehouse

• ‘‘GTI Warehousing’’ shall not be required to store goods in a humidity- controlled or temperature-controlled Customer may be charged an Escort Fee if Customer’s access to ‘‘GTI Warehousing’s premises requires that ‘‘GTI Warehousing’’ personnel escort Customer.

• IF ‘‘GTI WAREHOUSING’’ ALLOWS CUSTOMER OR CUSTOMER’S CONTRACTOR TO USE ANY OF ‘‘GTI WAREHOUSING’’’S EQUIPMENT FOR ANY REASON, CUSTOMER ACKNOWLEDGES THAT CUSTOMER ACCEPTS ALL RISK AND RESPONSIBILITY OF DAMAGE TO PROPERTY AND INJURY TO PERSONS ARISING FROM SUCH USE. CUSTOMER SHALL ENSURE THAT ANY PERSON USING ‘‘GTI WAREHOUSING’’’S EQUIPMENT SHALL BE QUALIFIED AND CERTIFIED, AS APPLICABLE, TO OPERATE THE EQUIPMENT IN THE CONDITIONS PRESENTED. CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS ‘‘GTI WAREHOUSING’’ FROM ANY CLAIM ACTION, LOSS, LIABILITY, OR REASONABLE EXPENSE ARISING FROM CUSTOMER OR ITS CONTRACTOR’S USE OF ‘‘GTI WAREHOUSING’’’S EQUIPMENT, EVEN IF SUCH CLAIM, ACTION, LOSS, LIABILITY, OR REASONABLE EXPENSES IS CAUSED IN WHOLE OR IN PART BY A PRE-EXISTING DEFECT.

• ‘‘GTI Warehousing’’ shall not be liable for damages to Customer’s and Customer’s contractors’ loading, unloading, packaging and related equipment and materials or damages to person or property arising from use of such equipment and materials, except to the extent of ‘‘GTI Warehousing’s proportionate fault. CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS ‘‘GTI WAREHOUSING’’ FROM ANY CLAIM ACTION, LOSS, LIABILITY, OR REASONABLE EXPENSE ARISING FROM SUCH EQUIPMENT OR MATERIALS OR THE USE THEREOF, EXCEPT TO THE EXTENT OF ‘‘GTI WAREHOUSING’’’S PROPORTIONATE

• Notwithstanding anything in this Agreement to the contrary, ‘‘GTI Warehousing’’ is not responsible nor have any role, responsibility or liability in the securement of cargo for transportation, nor shall ‘‘GTI Warehousing’’ be responsible for the inspection or approval of securement by any motor carrier transporting the cargo from the

9.      Release

• No goods shall be released or transferred except upon receipt by ‘‘GTI Warehousing’’ of complete written instructions. However, when no negotiable receipt is outstanding, goods may be released upon instruction by telephone, but ‘‘GTI Warehousing’’ shall not be responsible for loss or error occasioned

• Customer shall afford ‘‘GTI Warehousing’’ a reasonable time to release goods and shall afford ‘‘GTI Warehousing’’ at least 10 business days after receipt of a delivery order to locate any misplaced goods. If ‘‘GTI Warehousing’’ has exercised reasonable care and is unable, due to causes beyond its control, to release goods before expiration of the current storage period, the goods will be subject to storage charges for each succeeding storage period. If ‘‘GTI Warehousing’’ is unable to release goods because of acts of God, war, public enemies, seizure under legal process, strikes, lockouts, riots and civil commotions, other force majeure causes, or any reason beyond ‘‘GTI Warehousing’s control, or because of loss or destruction of goods for which ‘‘GTI Warehousing’’ is not liable, or because of any other excuse provided by law, ‘‘GTI Warehousing’’ shall not be liable for failure to release the goods and the goods remaining in storage will continue to be subject to regular storage

• All instructions and requests for release or transfer of title are received subject to satisfaction of all charges, liens and security interests of ‘‘GTI Warehousing’’ with respect to the goods whether for accrued charges, advances, or

• ‘‘GTI Warehousing’’ may require, as a condition precedent to release, a statement from Customer holding ‘‘GTI Warehousing’’ harmless from claims of others asserting a superior right to Customer to possession of the goods. Nothing herein shall prevent ‘‘GTI Warehousing’’ from exercising any other remedy available to it under the law to resolve conflicting claims to possession of the goods. All costs, including attorney’s fees, incurred by ‘‘GTI Warehousing’’ relating to ‘‘GTI Warehousing’s activities referred to in this subsection may be charged to Customer and shall be subject to ‘‘GTI Warehousing’s lien described herein.

10.   ‘‘GTI Warehousing’s Limited Liability.

• ‘‘GTI WAREHOUSING’’ SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY TO GOODS STORED HOWEVER CAUSED UNLESS SUCH LOSS OR INJURY RESULTED FROM THE FAILURE BY ‘‘GTI WAREHOUSING’’ TO EXERCISE SUCH CARE IN REGARD TO THEM AS A REASONABLY CAREFUL WAREHOUSE WOULD EXERCISE UNDER LIKE CIRCUMSTANCES AND ‘‘GTI WAREHOUSING’’ IS NOT LIABLE FOR DAMAGES WHICH COULD NOT HAVE BEEN AVOIDED BY THE EXERCISE OF SUCH CARE. ‘‘GTI WAREHOUSING’’ AND CUSTOMER AGREE THAT ‘‘GTI WAREHOUSING’’’S DUTY OF CARE DOES NOT EXTEND TO PROVIDING A SPRINKLER SYSTEM AT THE WAREHOUSE OR ANY PORTION

• ‘‘GTI WAREHOUSING’’ SHALL NOT BE LIABLE IN CONTRACT, TORT, OR OTHERWISE FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES IN CONNECTION WITH ITS PERFORMANCE UNDER THESE TERMS, INCLUDING WITHOUT LIMITATION, LOST PROFITS AND LOST OPPORTUNITY, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE AND EVEN IF ‘‘GTI WAREHOUSING’’ WAS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH CLAIM, ACTION, LOSS, LIABILITY, OR REASONABLE EXPENSES IS CAUSED IN WHOLE OR IN PART BY A PRE-EXISTING DEFECT, THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF ‘‘GTI WAREHOUSING’’ (OR ANY SUCH INDEMNITEE).

• IN THE EVENT OF LOSS, DAMAGE OR DESTRUCTION TO GOODS FOR WHICH ‘‘GTI WAREHOUSING’’ IS LEGALLY LIABLE, CUSTOMER AGREES THAT ‘‘GTI WAREHOUSING’’’S MAXIMUM LIABILITY SHALL BE THE LESSER OF $2.50 PER POUND FOR THE ACTUAL WEIGHT OF THE DAMAGED OR LOST PORTION OF THE GOODS, SUBJECT TO A MAXIMUM LIABILITY OF $100,000.00 IN THE PREDOMINANT CURRENCY RELATED TO LOCATION OF THE WAREHOUSE. CUSTOMER NEEDS TO SHOW PROOF OF DAMAGE AND FINANCIAL LOSS, NET OF SALVAGE VALUE. CUSTOMER MAY, HOWEVER, REQUEST AN INCREASE TO THE MAXIMUM LIABILITY OF ‘‘GTI WAREHOUSING’’ BY: ) SUBMITTING A WRITTEN REQUEST FOR A HIGHER MAXIMUM LIABILITY BEFORE THE GOODS ARE TENDERED TO ‘‘GTI WAREHOUSING’’, B.) PAYING AN ADDITIONAL CHARGE BASED ON THE INCREASED MAXIMUM LIABILITY, AND C.) OBTAINING WRITTEN CONFIRMATION OF THE HIGHER MAXIMUM LIABILITY FROM THE PRESIDENT OF ‘‘GTI WAREHOUSING’’. THIS MAXIMUM LIABILITY APPLIES TO THE AGGREGATE OF ALL OF CUSTOMER’S GOODS STORED BY ‘‘GTI WAREHOUSING’’ AT ANY GIVEN TIME. IN THE EVENT ‘‘GTI WAREHOUSING’’’S MAXIMUM LIABILITY IS INCREASED ABOVE $100,000.00, UNDER NO CIRCUMSTANCES SHALL ‘‘GTI WAREHOUSING’’’S LIABILITY EXCEED THE AMOUNT AVAILABLE TO COVER THE LOSS OR DAMAGE UNDER ‘‘GTI WAREHOUSING’’’S WAREHOUSE LEGAL INSURANCE POLICY AND IS SUBJECT TO THE CONDITIONS, THEN EXISTING COVERAGE LIMITS, AND AMOUNT REMAINING UNDER THE POLICY FOR COVERAGE.

• ‘‘GTI WAREHOUSING’’’S MAXIMUM LIABILITY REFERRED TO ABOVE SHALL BE CUSTOMER’S EXCLUSIVE REMEDY AGAINST ‘‘GTI WAREHOUSING’’ OR ANY OF ITS AFFILIATES, EMPLOYEES, OFFICERS, AGENTS, REPRESENTATIVES AND INSURERS FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE AND/OR DESTRUCTION OF GOODS AND SHALL APPLY TO ALL CLAIMS INCLUDING INVENTORY SHORTAGE AND MYSTERIOUS DISAPPEARANCE CLAIMS UNLESS CUSTOMER PROVES BY AFFIRMATIVE EVIDENCE THAT ‘‘GTI WAREHOUSING’’ CONVERTED THE GOODS TO ITS OWN CUSTOMER WAIVES ANY RIGHTS TO RELY UPON ANY PRESUMPTION OF CONVERSION IMPOSED BY LAW.

• WHERE LOSS OR INJURY OCCURS TO STORED GOODS, FOR WHICH ‘‘GTI WAREHOUSING’’ IS NOT LIABLE, CUSTOMER 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

11. Indemnification by Customer. CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD ‘‘GTI WAREHOUSING’’, ‘‘GTI WAREHOUSING’’’S AFFILIATES, LIENHOLDER, AND THEIR RESPECTIVE AGENTS (“‘‘GTI WAREHOUSING’’ GROUP”) HARMLESS FROM: ANY HARM TO OR DEATH OF ANY PERSON; ANY DAMAGE TO OR LOSS OF PROPERTY; ANY ENVIRONMENTAL DAMAGE INCLUDING SPILLS AND POLLUTION; AND ANY RESULTING OR RELATED CLAIM, ACTION, LOSS, LIABILITY, OR REASONABLE EXPENSE, INCLUDING ATTORNEY'S FEES AND OTHER FEES AND COURT AND OTHER COSTS ARISING FROM CUSTOMER’S ACTS OR OMISSIONS RELATED TO THESE TERMS, EXCEPT TO THE EXTENT OF ‘‘GTI WAREHOUSING’’ GROUP’S PROPORTIONATE FAULT. THE INDEMNITY CONTAINED IN THIS PARAGRAPH: (A) IS INDEPENDENT OF CUSTOMER’S INSURANCE OBLIGATIONS UNDER THESE TERMS AND CONDITIONS; AND (B) WILL SURVIVE THE END OF THE TERM. THESE DEFENSE, INDEMNIFICATION, AND HOLD HARMLESS REQUIREMENTS SHALL APPLY WHERE CUSTOMER IS SOLELY AT FAULT; THESE DEFENSE, INDEMNIFICATION, AND HOLD HARMLESS REQUIREMENTS SHALL ALSO APPLY WHERE THE PARTIES ARE CONCURRENTLY NEGLIGENT OR AT FAULT, INCLUDING WHERE ‘‘GTI WAREHOUSING’’ GROUP IS PARTIALLY AT

12.   Insurance.

• Customer shall maintain the following insurance policies, at Customer’s sole cost and expense, with at least the coverages described below:

  • Comprehensive General Liability Insurance, including contractual liability coverage, and bodily injury and property damage coverage, with limits of no less than $2,000,000.00 per occurrence, or the amount required by law, whichever is higher;

• Worker's Compensation Insurance or Occupational Disease Insurance, and Employer's Liability Insurance with limits of no less than $1,000,000.00, or the amount required by law, whichever is higher, for accidents or occupational disease covering all work related to Customer’s business; and

• Commercial Auto Liability Insurance, with a combined single limit of no less than $1,000,000.00 to injuries to any person or for damages to property in any one

• Customer shall furnish to ‘‘GTI Warehousing’’ Certificates of Insurance, signed by its insurance carriers, evidencing the insurance required in these Terms. The insurance policies as evidence by the Certificate of Insurance must provide:

  • Inclusion of ‘‘GTI Warehousing’’ as additional insured in Customer’s General Liability, and all other applicable third party liability insurance;

  • Waiver of subrogation in favor of ‘‘GTI Warehousing’’ in Customer’s Workers’ Compensation, Employers’ Liability, General Liability;

  • The policies and insurance coverage referenced above shall be primary to any other coverage in favor of ‘‘GTI Warehousing’’;

  • The policies and insurance certificates shall provide coverage in those territories as may be applicable to the location where the services will be performed; and

  • 30 days' prior written notice will be given to ‘‘GTI Warehousing’’ in the event of cancellation, suspension, or material change in the policy to which it

• Failure of ‘‘GTI Warehousing’’ to demand a certificate of insurance or failure of ‘‘GTI Warehousing’’ to identify a deficiency in the Customer’s Certificate of Insurance shall not be construed as a waiver of Customer’s obligation to maintain such The insurance requirements contained herein shall in no way limit Customer’s liability or responsibility under these Terms & Conditions nor shall they be construed to be the ultimate types and amounts of insurance Customer should maintain to adequately insure itself.

13. ‘‘GTI Warehousing’s Lien and Security To secure Customer’s performance under these Terms, Customer grants to ‘‘GTI Warehousing’’ a lien and security interest against all of Customer’s non-exempt personal property that is in or on the Warehouse. This is a security agreement for the purposes of the Uniform Commercial Code and ‘‘GTI Warehousing’’ may file a financing statement to perfect ‘‘GTI Warehousing’s security interest under the Uniform Commercial Code. In addition to the charges described herein, Customer shall be liable for any and all expenses ‘‘GTI Warehousing’’ incurs to sell or dispose of the goods, including, but not limited to, attorney fees, transportation costs, administrative costs, and expenses necessary for the preservation of the goods.

14. ‘‘GTI Warehousing’s Access Requirements. Customer shall comply with, execute and cause each of Customer’s employees, contractors, and invitees to comply with and execute the ‘‘GTI Warehousing’’ Access Requirements and furnish the executed the ‘‘GTI Warehousing’’ Access Requirements to ‘‘GTI Warehousing’’ before Customer’s employees, contractors, or invitees access the premises. Customer understands and agrees that no employee, contractor, or invitee of Customer will be allowed to access the property until and unless the ‘‘GTI Warehousing’’ Access Requirements have been executed and it is a condition precedent to the access of the premises that Customer’s employees, contractors, and invitees execute the ‘‘GTI Warehousing’’ Access CUSTOMER’S FAILURE TO REQUIRE AND CAUSE EACH OF CUSTOMER’S EMPLOYEES, CONTRACTORS, OR INVITEES THAT ENTER ‘‘GTI WAREHOUSING’’’S PROPERTY TO EXECUTE THE ‘‘GTI WAREHOUSING’’ ACCESS REQUIREMENTS SHALL NOT CONSTITUTE A WAIVER BY ‘‘GTI WAREHOUSING’’ GROUP OF THE RIGHTS AND REMEDIES CONTAINED IN THESE TERMS AND CONDITIONS AND THE ‘‘GTI WAREHOUSING’’ ACCESS REQUIREMENTS. CUSTOMER SHALL DEFEND AND INDEMNIFY ‘‘GTI WAREHOUSING’’ GROUP FOR ANY CLAIMS OR DAMAGES INCURRED BY ‘‘GTI WAREHOUSING’’ GROUP THAT ‘‘GTI WAREHOUSING’’ GROUP WOULD NOT HAVE OTHERWISE INCURRED HAD CUSTOMER FULFILLED THE TERMS IN THIS SECTION.

The indemnity obligations under these Terms are effective to the maximum extent permitted by law. If a law is applied in a jurisdiction which prohibits or limits Customer’s ability to indemnify ‘‘GTI Warehousing’’, then Customer’s liability and indemnification obligation shall exist to the fullest extent allowed by the law of the relevant jurisdiction.

15.   Notice of Claims.

• It is a condition precedent to recovery on any claim against ‘‘GTI Warehousing’’ that Customer shall present all claims for loss or damage to goods to ‘‘GTI Warehousing’’ in writing within 91 days after delivery or the expected delivery date of the goods underlying the claims. Customer agrees that any claims for which notice is not provided to ‘‘GTI Warehousing’’ within 91 days are

• Customer may only maintain an action by Customer or others against ‘‘GTI Warehousing’’ for loss or damage to goods if said action is commenced within 2 years after delivery or the expected delivery date of the goods underlying the

• As a condition precedent to making any claim and/or filing any suit, Customer shall provide ‘‘GTI Warehousing’’ a reasonable opportunity to inspect the goods which form the basis of Customer’s claim and/or suit.

16.   Customer’s Representations.

• Customer represents and warrants that Customer has lawful possession of the goods and has the right and authority to tender those goods to ‘‘GTI Warehousing’’. Customer agrees to indemnify and hold harmless ‘‘GTI Warehousing’’ from all loss, cost and expense (including reasonable attorneys' fees) which ‘‘GTI Warehousing’’ pays or incurs as a result of any dispute or litigation, whether instituted by ‘‘GTI Warehousing’’ 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 ‘‘GTI Warehousing’s lien.

• Customer represents and warrants that the information concerning the goods it provides ‘‘GTI Warehousing’’ will be accurate, complete and sufficient to comply with all laws and regulations concerning the storage, handling, and transporting of the goods, and Customer shall indemnify and hold ‘‘GTI Warehousing’’ harmless from all loss, cost, penalty and expense (including reasonable attorneys’ fees) which ‘‘GTI Warehousing’’ pays or incurs as a result of Customer’s failure to comply with this provision.

17. Warehouse Receipt. Any warehouse receipt issued by ‘‘GTI Warehousing’’ in connection with these Terms will be non-negotiable and will describe the goods as described by A warehouse receipt, if issued by ‘‘GTI Warehousing’’, may be issued in either physical or electronic form at ‘‘GTI Warehousing’s option.

18. Force Majeure. ‘‘GTI Warehousing’’ shall not be liable for failure to perform any of its obligations which are prevented by, or any damage to Customer’s goods caused by, fire, flood, hurricane, storm, weather- related incidents, or other natural disaster, war, embargo, riot, civil disobedience, or the intervention of any government authority, or any other cause outside of the reasonable control of ‘‘GTI Warehousing’’.

19. Governing Law; Venue. These Terms shall be subject to and governed by the laws of the State of Texas, without regard to choice-of-law principles and irrespective of the fact that one or more of the parties may be or may become a resident of a different state. The parties agree that any and all disputes under these Terms shall be filed in the appropriate county, state and federal courts located within Harris County, Texas.

20. Abandoned ‘‘GTI Warehousing’’ may retain, destroy, or dispose of any property left on the Premises after termination of these Terms by providing 60 days’ written notice to Customer by certified mail at Customer’s last known address.

21. Non-Waiver. The failure or refusal of either party to insist upon the strict performance of any provision of these Terms, or to exercise any right in any one or more instances or circumstances shall not be construed as a waiver or relinquishment of such provision or right, nor shall such failure or refusal be deemed a customary practice contrary to such provision or

22. Severability. If any provision in these Terms is held to be unenforceable the parties intend and request that the provision be reformed and replaced with a provision as close as the parties’ original intent as permitted by law, and that as much of these Terms remain in effect as permitted by law.