For separate warehousing Terms & Conditions, please continue to the bottom of this page.

 

NCBFAA Terms & Conditions of Service

These terms and conditions of service constitute a legally binding contract between the “Company” and the “Customer”. In the event the Company renders services and issues a document containing Terms and Conditions governing such services, the Terms and Conditions set forth in such other document(s) shall govern those services.

  1. Definitions.  “Company” shall mean IGL Logistics, Inc, its subsidiaries, related companies, agents and/or representatives;
    • (a) “Customer” shall mean the person for which the Company is rendering service, as well as its principals, agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives;
    • (b) “Documentation” shall mean all information received directly or indirectly from Customer, whether in paper or electronic form;
    • (c) “Ocean Transportation Intermediaries” (“OTI”) shall include an “ocean freight forwarder” and a “non-vessel operating carrier”;
    • (d) “Third parties” shall include, but not be limited to, the following: “carriers, truckmen, cartmen, lightermen, forwarders, OTIs, customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise”.
  2. Company as agent. The Company acts as the “agent” of the Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export and security documentation on behalf of the Customer and other dealings with Government Agencies, or for arranging for transportation services, both domestically and internationally, or other logistics services in any capacity other than as a carrier.
  3. Limitation of Actions.
    • (a) Unless subject to a specific statute or international convention, all claims against the Company for a potential or actual loss, must be made in writing and received by the Company, within thirty (30) days of the event giving rise to claim; the failure to give the Company timely notice shall be a complete defense to any suit or action commenced by Customer.
    • (b) All suits against Company must be filed and properly served on Company as follows:
      • (i) For claims arising out of ocean transportation, within one (1) year from the date of the loss;
      • (ii) For claims arising out of brokering domestic motor carrier transportation, within ninety (90) days from the date of loss;
      • (iii) For claims arising out of air transportation, within ninety (90) days from the date of the loss;
      • (iv) For claims arising out of the preparation and/or submission of an import entry(s), within ninety (90) days from the date of liquidation of the entry(s);
      • (v) For any and all other claims of any other type, within ninety (90) days from the date of the loss or damage.
  1. No Liability for The Selection or Services of Third Parties and/or Routes. Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, Company shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery  of the  shipment; advice by the Company that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that the Company warrants or represents that such person or firm will render such services nor does Company assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in  the  custody or  control of a  third party or  the agent of a  third party; all claims in connection with the Act of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, the Company shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the Company.
  2. Quotations Not Binding. Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company to the Customer are for informational  purposes only and are subject    to change without notice; no quotation shall be binding upon the Company unless the Company in writing agrees to undertake the handling or transportation of the shipment at a  specific rate or amount set forth in  the quotation and payment arrangements are agreed to between the Company and the Customer.
  3. Reliance on Information Furnished.
    • (a) Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with S. Customs & Border Protection, other Government Agency and/or third parties, and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration or other submission filed on Customers behalf;
    • (b) In preparing and submitting customs entries, export declarations, applications, security filings, documentation, delivery orders and/or other required data, the Company relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to ensure the correctness of all such information and shall indemnify and hold the Company harmless from any and all claims asserted and/or liability or losses suffered by reason of the Customer’s failure to disclose information or any incorrect, incomplete or false statement by the Customer or its agent, representative or contractor upon which the Company reasonably relied. The Customer agrees that the Customer has an affirmative non-delegable duty to disclose any and all information required to import, export or enter the goods.
    • (c) Customer acknowledges that it is required to provide verified weights obtained on calibrated, certified equipment of all cargo that is to be tendered to steamship lines and represents that Company   is entitled to rely on the accuracy of such weights and to counter -sign or endorse it as agent of Customer in order to provide the certified weight to the steamship lines. The Customer agrees that it shall indemnify and hold the Company harmless from any and all claims, losses, penalties or other costs resulting from any incorrect or questionable statements of the weight provided by the Customer or its agent or contractor on which the Company relies.
    • (d) Customer acknowledges that it is required to advise Company in advance of its intention to tender hazardous material goods and that it will otherwise comply with all federal and international hazardous material regulations.
  4. Declaring Higher Value to Third Parties. Third parties to whom the goods are entrusted may limit liability for loss or damage; the Company will request excess valuation coverage only upon specific written instructions from the Customer, which must agree to pay any charges therefore; in the absence of written instructions or the refusal of the third party to agree to a higher declared value, at Company’s discretion, the goods may be tendered to the third party, subject to the terms of the third party’s limitations of liability and/or terms and conditions of service.
  5. Insurance. Unless requested to do so in writing and confirmed to Customer in writing, Company is under no obligation to procure insurance on Customer’s behalf; in all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance.
  6. Disclaimers; Limitation of Liability.
    • (a) Except as specifically set forth in these terms and conditions, Company makes no express or implied warranties in connection with its services;
    • (b) Customer may obtain insurance coverage for cargo loss or damage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and agreeing to make payment therefor, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s).
    • (c) In all events, the Company’s liability shall be limited to the following:
      • (i) where the claim arises from activities other than those relating to customs business, $50.00USD per shipment or transaction, or
      • (ii) where the claim arises from activities relating to “Customs business,” $50.00USD per entry or the amount of brokerage fees paid to Company for the entry, whichever is less;
    • (d) In no event shall Company be liable or responsible for consequential, indirect, incidental, statutory or punitive damages, even if it has been put on notice of the possibility of such damages, or for the acts of third parties.
    • (e) With respect to domestic transportation, Company shall not be liable for a motor carrier’s failure to maintain insurance or for the accuracy of any documentation furnished by a motor carrier to Company or Customer evidencing said coverage.
  7. Advancing Money. All charges must be paid by Customer in advance unless the Company agrees in writing to extend credit to customer; the granting of credit to a Customer in connection with a particular transaction shall not be considered a waiver of this provision by the Company.
  8. Indemnification/Hold Harmless. The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability, fines, penalties and/or attorneys’ fees arising from the importation or exportation of customers merchandise and/or any conduct of the Customer, including but not limited to the inaccuracy of entry, export or security data supplied by Customer or its agent or representative, which violates any Federal, State and/or other laws, and further agrees to indemnify and hold the Company harmless against any and all liability, loss, damages, costs, claims, penalties, fines and/or expenses, including but not limited to reasonable attorney’s fees,  which the  Company may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company.
  9. C.O.D. or Cash Collect Shipments. Company shall use reasonable care regarding written instructions relating to “Cash/Collect on Deliver (C.O.D.)” shipments, bank drafts, cashier’s and/or certified checks, letter(s) of credit and other similar payment documents and/or instructions regarding collection of monies but shall not have liability if the bank or consignee refuses to pay for the shipment.
  10. Costs of In any dispute involving monies owed to Company, the Company shall be entitled to all costs of collection, including reasonable attorney’s fees and interest at 15% (fifteen-percent) per annum or the highest rate allowed by law, whichever is less unless a lower amount is agreed to by Company.
  11. General Lien and Right To Sell Customer’s Property.
    • (a) Company shall have a continuing lien on any and all property and documents relating thereto of Customer coming into Company’s actual or constructive possession, custody or control or enroute, which lien shall survive delivery, for all charges, expenses or advances owed to Company with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or both. Customs duties, transportation charges, and related payments advanced by the Company shall be deemed paid in trust on behalf of the Customer and treated as pass through payments made on behalf of the Customer for which the Company is acting as a mere conduit.
    • (b) Company shall provide written notice to Customer of its intent to exercise such lien, the exact amount of monies due and owing, as well as any on -going storage or other charges; Customer shall notify all parties having an interest in its shipment(s) of Company’s rights and/or the exercise of such lien.
    • (c) Unless, within thirty days of receiving notice of lien, Customer posts cash or letter of credit at sight, or, if the amount due is in dispute, an acceptable bond equal to 110% of the value of the total  amount due, in favor of Company, guaranteeing payment of the monies owed, plus all storage charges accrued or  to  be accrued, Company shall have the right to  sell such  shipment(s) at public or private  sale or auction and any net proceeds remaining thereafter shall be refunded to Customer.
  12. No Duty To Maintain Records For Customer acknowledges that pursuant to  Sections 508 and 509 of the Tariff Act, as amended, (19 USC §1508 and 1509) it has the duty and is solely liable for maintaining all records required under the Customs and/or other Laws and  Regulations of the United States; unless otherwise agreed to in writing, the Company shall only  keep such records that it is required  to maintain by Statute(s) and/or Regulation(s), but not act  as a  “recordkeeper” or  “recordkeeping agent” for Customer.
  13. Obtaining Binding Rulings, Filing Protests, etc. Unless requested by Customer in writing and agreed to by Company in writing, Company shall be under no obligation to undertake any pre- or post-Customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc.
  14. No Duty To Provide Licensing Unless requested by Customer in writing and agreed to by the Company in writing, Company shall not be responsible for determining licensing authority or obtaining any license or other authority pertaining to the export from or import into the United States.
  15. Preparation and Issuance of Bills of Where Company prepares and/or issues a bill of lading, Company shall be under no obligation to specify thereon the number of pieces, packages and/or cartons, etc.; unless specifically requested to do so in writing by Customer or its agent and Customer agrees to pay for same, Company shall rely upon and use the cargo weight supplied by Customer.
  16. No Modification or Amendment Unless Written. These terms and conditions of service may only be modified, altered or amended in writing signed by both Customer and Company; any attempt to unilaterally modify, alter or amend same shall be null and void.
  17. Compensation of The compensation of the Company for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by the Company to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by the Company from carriers, insurers and others in connection with the shipment. On ocean exports, upon request, the Company shall provide a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges. In any referral for collection or act ion against the Customer for monies due the Company, upon recovery by the Company, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee.
  18. Force Majeure. Company shall not be liable for losses, damages, delays, wrongful or missed deliveries or nonperformance, in whole or in part, of its responsibilities under the Agreement, resulting from circumstances beyond the control of either Company or its sub -contractors, including but not limited to: (i) acts of God, including flood, earthquake, tornado, storm, hurricane, power failure, epidemic or other severe health crisis, or other natural disaster; (ii) war, hijacking, robbery,  theft or  terrorist activities; (iii) incidents or  deteriorations to means of transportation, (iv) embargoes, (v) civil commotions or riots, (vi) defects, nature or inherent vice of the goods; (vii) acts, breaches of contract or omissions by Customer,  Shipper, Consignee or anyone else who may have an interest in the shipment, (viii) acts by any government or any agency or subdivision thereof, including denial or cancellation of any import/export or other necessary license; or (ix) strikes, lockouts or other labor conflicts. In such event, Company reserves the right to amend any tariff or negotiated freight or logistics rates, on one day’s notice, as necessary to provide the requested service.
  19. Severability. In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in Full force and effect. Company’s decision to waive any provision herein, either by conduct or otherwise, shall not be deemed to be a further or continuing waiver of such provision or to otherwise waive or invalidate any other provision herein.
  20. Governing Law; Consent to Jurisdiction and Venue. These terms and conditions of service and the relationship of the parties shall be construed according to the laws of the State of North Carolina without giving consideration to principles of conflict of Customer and Company:
    • (a) irrevocably consent to the jurisdiction of the United States District Court and the State courts of North Carolina;
    • (b) agree that any action relating to the services performed by Company, shall only be brought in said courts;
    • (c) consent to the exercise of in personam jurisdiction by said courts over it, and
    • (d) further agree that any action to enforce a judgment may be instituted in any jurisdiction.

©Approved by the National Customs Brokers and Forwarders Association of America, Inc. (Revised 4/16/2020 )

 

WAREHOUSING TERMS & CONDITIONS:

The below terms & conditions shall apply to all customers depositing property into any IGL premises for the purpose of warehousing, regardless of the existence of any separate or distinct warehouse agreement otherwise.  In the event there is any conflict between the below Terms & Conditions and those in any other written document, the Terms & Conditions herein on our official company website, must prevail.

IGL Logistics operates warehouse locations in many of our market locations.  Each building operated by IGL requires that all customers, depositors, and their respective customers or owners of any property to be located on IGL premises, are bound by the below requirements.

If IGL has agreed to store goods in our facilities, we will do so in a safe manner that is mutually agreed upon with the Customer.  IGL will provide all warehouse handling services, and may provide local pickup and delivery services, or other transportation services, if required or requested by Customer within the duration of a project.  Customer agrees to generate orders through IGL web-based systems for picking and packing and outbound processing.  Warehouse services may include warehousing materials, handling equipment, forklift, pallet jacks, utilities, taxes, common area maintenance, signage, security, and storage.

Unless otherwise specified in a signed warehouse agreement, all space utilized for Customer’s warehousing needs is Flex-Space classification, and by the very nature of such, Customer acknowledges that unused areas may be used in the course of IGL’s business operations, potentially including business conducted with other Customers.  By nature of engaging with IGL for Warehousing services, IGL has made space available for Customer’s needs, but Customer does not retain any exclusive use rights, expressed or implied.

Emissions and Hazardous Materials

Hazardous materials must be fully declared and explicitly agreed to be accepted into warehouse prior to any inbound consignments.  Customer must supply all proper safe handling and storage documents on all hazardous materials and must ensure packaging is in accordance with all state and federal regulations.

Customer shall not, without first obtaining IGL’s written consent, partake in any activity on premises, or store any item that may:

  • Make, or permit to be made, any use of the premises, or portion thereof, inaccessible, unsafe, dangerous, or hazardous in any way – including the emission of dust, dirt, cinders, fumes, odors, chemicals, or any other substance that would present an inherent risk or be in violation of any federal, state, or local law, ordinance, order, rule, regulation, code, restriction, or requirement.
  • Violate any federal, state, or local law, ordinance, order, rule, regulation, code, restriction, requirement, or ethical & moral practice, as it pertains to:
    • Vehicles on the premises
    • Sound pressure level that could interfere with the quiet enjoyment of any occupant, or nearby occupant of the premises and surrounding areas
    • Nuisances
    • Electromagnetic, mircrowave, or other radiation that may be harmful or hazardous to any other person or property
    • Interfere with any electrical, electronic, telephonic, or other equipment wherever location on the premises or surrounding area
    • Discernible ground vibrations
    • Intense light, glare, or heat

Right to Relocate

IGL reserves the right to relocate all items deposited to the property, and will provide 30 days notice to the Customer should any relocation be known or anticipated.  In the event of an emergent situation, IGL reserves the right to relocate immediately and to abide by any and all directives of public safety agencies or other governmental mandates or guidance.

Notices

Notices to IGL should be provided to PO Box 70, Harrisburg, NC 28075, or in person to 5710 Old Concord Road, Charlotte, NC 28213.

Warehouse Charges

IGL charges applicable rates as negotiated with each Customer for each of the below anticipated services.  This list is not all inclusive and additional charges for any IGL labor, expenses, costs, loss mitigation/prevention, may also become applicable outside of any negotiated rates for typical warehouse services:

  • Base Storage
  • Handling Inbound
  • Handling Outbound
  • Order Entry Fees (waived if outbound orders self-entered by customer in online WMS system)
  • Picking Fees
  • Container Unloading – pricing varies by Palletized, Floor Loaded, Double Stacked, etc.
  • Pallet Supplied Fees
  • Labeling Fees
  • Pallet Rework Fees
  • StretchWrap Fees
  • Miscellaneous Material Handler Fees – hourly rate, charged in minimum quarter-hour increments
  • Non-IGL Tender Fees
  • Warehouse Materials are cost + 18%
  • Other costs as incurred, or as more fully described within Customer communications and the scope of the Customer Project

Additional transportation services can be provided and will be handled on spot quote basis, or by other direct agreements.

Fee Schedule Details

  •  Material storage charges begin when material first enters IGL control/possession and will be charged per calendar month.
  • Outbound handling charge covers loading & staging, picking fees are separate.
  • Inbound handling charge covers unloading carrier, checking/noting OS&D, and staging into appropriate location.
  • Additional services will be charged on a time & materials basis for anything outside standard receipt / pull / preparation / shipment.
  • Material Handler charges are in quarter-hour increments.
  • Customer is to manage all customer orders, all shipment information, and provide information electronically via WMS system for IGL execution.
  • Invoices will be created at least monthly and are payable on N15 terms.  Handling invoices may be generated weekly, but no less than monthly.
  • Customers will need to adhere to all favorable credit terms and conditions, including adhering to any assigned credit limit in the sole discretion of IGL and credit limit may be subject to change depending on positive or negative payment experiences with IGL or other credit information related to Customer’s credit-worthiness. In the event a Customer reaches their credit limit, an immediate paydown of balances will be required regardless of any due date otherwise indicated on a particular invoice.
  • Failure to remit timely payment for services rendered, will result in a late fee for the greater of either $35 of 2% of the invoice amount, to be charged at 30 days from invoice date, and again monthly upon the same day each consecutive month.  Any payments received will first be applied to any outstanding late fees, before application to any invoice, despite remittance instructions that may indicate otherwise.
  • Normal business hours cover Monday – Friday, 8:00am until 5:00pm local warehouse time.
    • Overtime will apply to any activity request outside those time parameters including Holidays.
    • IGL shall apply a 150% rate premium to all warehouse services, except base fees, for activities outside of normal business hours.
    • Any Saturday, Sunday, or Holiday services will be applicable to a minimum four (4) hour Material Handler Fee

Renewal

Any terms of projects are considered month-to-month unless otherwise specified by written agreement.  On each yearly anniversary of a project commencement date, an increased rate of no less than 6%, or the applicable CPI index if it is higher than 6%, will be applied to any and all rates previously in effect, despite any written agreement or other renewal.

Termination

In the event a Customer wishes to terminate a project with IGL, any termination clauses in their written agreement will take priority over the Terms & Conditions stated herein.  In the absence of a written agreement otherwise specifying, either party may terminate any project after the initial term has commenced, and the term period base fees have been paid in full.  The party desiring the termination may terminate only effective for the first of an applicable calendar month.  Customer shall be responsible for buyout of all material handling upon termination.

Insurance

IGL shall at all times keep all buildings, improvements, fixtures, and articles of personal property owned by IGL, now and hereafter situated on the premises, insured against loss or damage by fire and such other hazards as we may deem reasonably necessary.  Buildings are equipped with fire mitigation systems, including sprinklers, and such shall be kept operational to the ability IGL has knowledge of, and an appropriate amount of time, to remedy and disfunction.  IGL will make our Certificate of Insurance readily available to active Customers upon request.

Customer, at their sole expense, must purchase and maintain insurance related to their products and activities on the premises, naming IGL as certificate holder and additional insured. Insurance provider must be licensed to do business in the state in which the premises are located; and hold an A.M. Best rating of AX or higher. The policies must include:

  • Commercial General Liability coverage on a primary and non-contributory basis, and not excess or secondary to any other insurance as may be available to additional insureds, while meeting
    the below Liability minimum requirements.

    • Bodily Injury: $1,000,000 per occurrence, $2,000,000 aggregate
    • Personal Injury: $1,000,000 per occurrence, $2,000,000 aggregate
    • Property Damage: $1,000,000 per occurrence, $2,000,000 aggregate
    • Fire Damage: $100,000 per occurrence
    • Medical Expense: $10,000 any one person
  • Physical Damage Insurance coverage, not limited to fire, sprinkler leakage, vandalism, and all other risks of direct physical loss as insured against under special broad form coverage endorsement for the full replacement cost of all additions, improvements, and alterations to the premises, and providing IGL and any other parties designated by IGL from time to time, as loss payees or additional insureds as their interests may appear, and covering all property, improvements, equipment, machinery, partitions, walls, floors, inventory, merchandise, and all other items of Customer’s property on the premises.
    • Deductibles may not exceed $50,000
  • Workers Compensation Insurance, or a self-insurance program in compliance with North Carolina State Law, and/or the laws of any other state for which the premises are located, covering all employees, agents, contractors, customers, or affiliates whom may perform work within, or visit upon, the premises.
  • Customer shall require any contractor or tradesperson performing services on the premises, to demonstrate proof of the same coverages as listed above.

IGL makes no representation to Customer that the minimum policy limits mentioned above will fully protect Customer’s interests, and IGL will not absorb any risk for any losses in which Customer is liable or where insurance coverage is determined to be insufficient, or not in effect for any reason whatsoever.

Should Customer fail to maintain any insurance otherwise required by reference in these Terms & Conditions, Customer shall be liable to IGL for any loss or costs resulting from such failure to maintain insurance.

Customer may not self-insure against any risks required herein to be covered by insurance.

Liability

IGL’s liability for net overages, shortages, damages to, or loss of, goods warehoused, excluding electrical and mechanical derangement, shall be limited to the lesser of the replacement value or depreciated cost, of the like, kind and quantity of the goods for which IGL is liable hereunder, with a maximum per occurrence of $2500 unless otherwise negotiated with additional protection premiums paid for in advance. IGL shall not be liable for any concealed damage to any shipment received by IGL, nor any identified damage at the time of receipt. Upon becoming aware of any concealed damage, IGL shall report any such damage to Customer in an over, short & damage report.

IGL shall not be liable to Customer for any damages or otherwise, in the event any utilities or services, whether provided by IGL or another party, are interrupted or terminated because of repairs, installation, or improvements, or any cause beyond IGL’s reasonable control, nor shall any such scenario relieve Customer of any obligation under this Terms & Conditions.
IGL shall not be liable to customer for any damages or otherwise, in the event of any activation of sprinklers or other fire mitigation systems in place on the premises.

Governing Law
These Terms & Conditions shall be governed and construed in accordance with the laws of the State of North Carolina without regard of its choice of law rules and each party agrees that the venue and jurisdiction for any dispute, claim, or demand arising out of or related to these Terms & Conditions will rest solely and shall be instituted and adjudicated within such state and the courts located therein.

Indemnification
Customer will defend, indemnify and hold harmless, IGL and any of its subsidiaries or affiliates, officers and employees, from and against any and all liabilities, losses, expenses, liens, demands, causes of action and claims of every kind including but not limited to, attorney’s fees, costs of suit, settlements, fines, penalties, liens, judgments and all other expenses to which IGL may be subjected to on account of loss or destruction or damage to any property whatsoever, of Customer or any third party, or of injury to, or death of, persons whomsoever, arising out of or in connection with the Services provided by IGL, its employees, agents or contractors, whether by act or omission; except to the extent covered by the immediately following paragraph.

IGL will indemnify, hold harmless and defend Customer and its directors, officers, and employees, from and against any and all losses, damages, claims or liabilities of any nature, including without limitation, costs, expenses, and reasonable attorney fees, resulting from any threatened claim, suit, action or proceeding by a third party (“Third Party Claim(s)”), to the extend arising from, but not to the extend such Third Party Claim(s) is(are) caused by Customer’s negligence or willful misconduct: (a) any negligent acts or omissions or willful misconduct of IGL in its performance of Services.

Lien
IGL shall be granted a general warehouseman’s lien for all lawful charges related to storage, preservation of goods, monies advanced, interest, insurance, transportation, labor, weighing, coopering, and other charges and expenses in relation to such goods, for the balance on any other accounts that may be due, and for such other items as permitted for warehouseman’s liens under applicable law. IGL further claims a general warehouseman’s lien for all such charges, advances, and expenses with respect to any other goods stored by the Depositor in any other facility owned or operated by IGL. In order to protect its lien, IGL reserves the right to require advance payment of all charges prior to shipment of depletion of goods stored.

Confidentiality
Customer acknowledges that material and information which Customer may acquire about IGL’s inventory management software, contracts, staffing methods, financial or other accounting systems and IGL’s other procedures and processes relating to the Services being provided hereunder are considered by IGL to be proprietary and confidential. IGL acknowledges that material and information that IGL may acquire about Customer’s products, volume, customers, pricing, procedures and processes are considered by Customer to be proprietary and confidential. Each party agrees that all such information acquired by the other party hereunder shall be held in confidence during the term of any project and for a period of five (5) years thereafter, and that during such periods, each party shall not reveal or use any such information or material only to those who have reasonable need to know the same in connection with the performance of the project, IGL’s own direct and third-party contacts, insurers, loss mitigation specialists, firms, adjusters, or under request from a compliance agency, subpoena, or other legally binding request.

Transfer / Reassignment of Project
Customer may not sell, assign, mortgage, pledge, or transfer any aspect of these Terms & Conditions for any project in which they’ve engaged with IGL, to any other party without the express written consent of IGL. However, such consent will not be reasonably denied in the event of a change of ownership, succession, acquisition, or merger, of either party.

Force Majeure
Neither party shall be liable for its failure or delay in fulfilling its obligation under these Terms & Conditions if such failure or delay is caused by fire, flood, weather conditions, or Acts of God, invasions, insurrections, riots, closing of public highways, strike, lockout, or other labor dispute, civil unrest, war, acts of terrorism, or any other circumstances beyond the reasonable control of the party.

THEREFORE, by depositing of any property, whether owned by IGL’s direct Customer, or a third-party Customer of IGL’s Customer, all of the above Warehousing Terms & Conditions are acknowledged and agreed to.