TERMS AND CONDITIONS
1. Definitions & Abbreviations
2. Customers’ Obligations
3. Limitations Of Liability
4. Transportation Security Administration Notification
5. Exclusions
6. Bills Of Lading & Warehouse Receipts
7. Subcontracting to Other Carriers & Warehousemen
8. Unclaimed Goods, Undeliverable Cargo, Abandoned Property
9. Indemnification
10. Rate Application and Payment Terms
1. Definitions & Abbreviations
“A4”: Atelier 4 Incorporated and its employees, acting either or jointly as a Carrier, Broker, or Warehouseman.
“Agent”; Persons, including their employees & assignees, who act on behalf of the Customer or at their direction, indirect or otherwise, in order to release, receive, handle, store, or otherwise transact the Goods in this contract.
“BOL”, “Bill of Lading”: A contract representative of an order for A4 to perform transportation, packing and/or related shipping logistics services. This document may serve as a Bill of Lading as indicated on the face.
“Cargo”, “Goods”: Items in whole or in part, in packed or unpacked state, that are tendered to A4 for transportation, handling, and/or warehousing services, and are subject to the rules and limitations set forth herein.
“Consignee”: Person or parties who receive cargo from A4 and act as recipient on behalf of the customer.
“Customer”: Person, parties, businesses, or organizations, who hire A4 to collect, deliver, and/or take bailment of cargo and perform transport, storage, and related services, who then become liable to A4 for charges incurred, and who become bound by the terms & conditions contained on the face and back of this document herein.
“Damage”, “Loss”, Impairment, physical harm, deterioration, alteration, disappearance, and/or destruction caused to goods or cargo by events, accidents, or means that are known or unknown. These terms are also hereby understood to define and apply to loss of revenue, interest, marketability, profit, opportunity, and/or utility.
“Dock Receipt”, “Warehousing”; A contract representative of an order for A4 to perform services for storage, bailment, and/or take temporary possession and deposit of goods. This document may serve as a Warehouse Receipt or Dock Receipt as indicated on the face, with those terms used interchangeably.
“Exclusions”: Conditions and occurrences as set forth herein that protect and relieve A4 from all liability and responsibility for loss and damage related to goods identified in this contract.
“Insurance”: A premium charged by an underwriter to the customer that is based on a value on goods declared by that customer. Payment of the insurance premium allows the customer to collect the declared value in the event of a loss or mishap. A4 only offers insurance via a separate contract, and not on this BOL or Dock Receipt.
“NVD”: No value declared. Customer, their agents, and assignees, consign cargo and goods to A4 for transport, handling, warehousing, storage, or related services, and does not declare a value and releases A4 to its contractual maximum level of liability as set forth in Section 3.
“PBS”: Packed by shipper, condition of contents unknown, A4 has not inspected the goods.
“Reasonable”: Accepted as sufficient, rational, normal, and common when compared to standard and customary practices and procedures in the industry of transportation and storage for fine arts, collectibles, and related goods.
“Shipper”: Person or parties who consign cargo to A4 and act as releaser on behalf of the customer.
2. Customer’s Obligations
A. Customers, their agents, and assignees must read and understand the terms of A4’s BOL and Dock Receipt. A4 is not responsible for explaining all terms verbally.
B. All terms are accepted and binding to customer once shipper or agent acting on customer’s behalf sign the face of this BOL or Dock Receipt. In the event that shipper and their employees are acting as agents for the customer, it is the shipper’s responsibility to notify customer of all terms as set forth in the A4 BOL and/or Dock Receipt.
C. If A4 is to receive goods that are PBS, it is the shipper’s responsibility to adequately pack and protect the goods to ensure safe transportation, handling, and/or storage. The shipper is also obliged to properly label each item in order to prevent delay, disappearance, or errant dispatch.
D. Shipper and customer are obliged to provide accurate and complete information in order to prevent delay or errant dispatch. Furthermore, the customer is responsible to notify consignee of impending arrival of cargo and secure approval for A4’s delivery.
3. Limitations of Atelier 4 Inc Liability
A. The maximum liability of Atelier 4 Incorporated for loss or damage by any cause, including negligence, is limited to $0.60 (sixty cents) per pound as determined by actual weight of unwrapped goods. In shipments of multiple items, the $0.60 per pound maximum liability shall apply to each item separately. To determine A4’s maximum liability on goods released at $0.60 per pound for items being made subject to a claim when A4 is not in physical possession of the cargo, dimensional weight shall apply as determined with a cubic factor of 194 cubic inches per one pound. Should any claim in an amount in excess of the foregoing limits of liability be asserted against Atelier 4 Inc by a third party for loss or damage to cargo transacted and handled by A4, the customer, shipper, consignee, and their agents & assignees agree to indemnify and hold A4 harmless as against any such claim. This provision shall be in force irrespective of the cause of such loss or damage, including negligence.
B. Customers are duly notified that A4 does not automatically provide cargo insurance for customer’s goods, neither during transit, storage, nor handling services. Customers, their agents, and assigns warrant that they shall jointly or severally maintain insurance coverage on all goods transacted for services by A4 and in an amount equal to one hundred percent of the replacement cost thereof, and hereby release A4 from any liability for claims which are or would have been covered by the foregoing customer’s insurance.
C. Cargo insurance, when offered, will be contracted in writing on a company addendum and attached to this BOL or Dock Receipt. Absent any such rider, all goods transacted by A4 shall be deemed as NVD and uninsured by A4.
D. A4 shall not be liable for loss or damage due to lack of detailed and specific customer instruction in handling and/or placement of goods, and likewise, in the event customer or their agent issue specific instructions that lead to loss or damage on or about their property or premises.
E. A4 cannot be held responsible and shall remain exempt from liability for physical, consequential, or punitive damages or loss, or loss caused by delay, when conditions beyond A4’s control are encountered, including:
• Extreme weather and/or variations in temperature and climate, acts of nature and God, events of force majeure.
• Breakdown or mechanical defect of vehicles or equipment; roadway lack of capacity, closure, or impassability.
• Deterioration caused by insects, vermin, mold, mildew, rust, quarantine; losses caused by detention of aircraft.
• Civil disobedience, riots, strikes or lockouts; illegal or unlawful actions by others; losses due to acts of terrorism.
A4 is not bound to transport goods by any particular means, schedule, vehicle, conveyance, or otherwise than with reasonable dispatch. A4 is not bound to store goods by any particular means or location absent an executed storage contract executed in advance of depositing goods with the company.
F. A4 will remain at liberty to reasonably inspect consigned goods, however will not be bound to do so, nor will A4 be required to perform such inspections in any particular method other than with reasonable visual scrutiny.
G. A4 will be released from liability for cargo when directed to accept and load or deliver and unload at unmanned locations where the shipper, consignee, customer, or their agents are not present.
H. A4 is only liable to effect inside delivery and will not be liable for unwrapping or unpacking cargo unless such requests are ordered in advance and in writing. “Inside delivery” is hereby defined as delivery taking place inside consignee’s location or structure at or near a common point of entry and within a reasonably accessible area.
I. Claims regarding loss or damage of any kind must be made in writing and within seven days of the delivery date of shipment or release of warehouse goods. A4 reserves the right to inspect all items and wrapping materials that are being made subject to a claim. It is the responsibility of the consignee to retain the goods in the original container(s) and/or materials and to make such goods and materials available for inspection by A4, or its legal liability insurance adjuster. Claims not reported within seven days of the BOL delivery or Dock Receipt date shall be deemed waived. Claims are also subject to the terms of Sections 9 & 10.
J. The rights and obligations of the Parties hereunder shall be construed and enforced in accordance with, and shall be governed by, the laws of the State of New York, without regard to its principles of conflicts of laws. Any dispute, claim or controversy arising out of or relating to this Document or any other Agreement between the parties, or the breach, termination, enforcement, interpretation or validity thereof, shall be brought in the Supreme Court of the State of New York, County of New York or in the United States District Court for the Southern District of New York. The Parties hereby irrevocably submit to personal jurisdiction in New York and consent to venue in the Courts referenced herein. In any action or proceeding brought by one party as against the other, the customer specifically waives their right to a jury trial and agrees not to interpose any counterclaim on any action commenced by A4. All insurance policies covering goods that customer has or shall procure on its own behalf shall specifically contain a waiver of subrogation as and against A4. A4 reserves all of its rights and remedies at law and in equity.
4. Transportation Security Administration Notification
Customer consents to and authorizes A4 to perform air cargo screening with no liability to A4 for loss or damage.
5. Exclusions
A. Customer automatically and hereby releases A4 from liability and responsibility for damage, loss, or loss due to delay, for goods that are inherently resistant to safe or secure transport and storage, including but not limited to;
• Items improperly, insufficiently, and/or inadequately packed, braced, and/or mislabeled by the shipper.
• Items containing internal damage or concealed breakage; glass, ceramic, and stone with existing cracks.
• Items of inherent vice or weakness due to poor craftsmanship & fabrication, items of concrete or unfixed plaster.
• Items with waxen, resinous, or viscous surface area, be they in wet, semi-dry, or hardened state.
• Damaged or excessively worn antique items in disrepair, items exhibiting prior repairs or breakage, brittle items.
• Uncured and/or not thoroughly dry paintings; uncured and/or unset varnish applied to furniture and sculpture.
• Items with directional orientation to which the shipper does not clearly affix descriptive arrows in advance.
• Items shipped or warehoused unwrapped or insufficiently protected at the stated request of the customer.
In relation to subjective terms as used herein (“inadequately packed”, “inherent vice”, “excessively worn”, etc.) it is understood that the customer allows and releases A4 to define and interpret these terms as reasonably and commonly acceptable in A4’s industry and as applied against customary, common, and previous occurrences in the normal course of packing, shipping, storage, and related services.
B. Customer indemnifies A4 against loss to property or personal injury in the event that customer or their agent interferes with or impedes A4 collection, delivery, and/or handling procedures.
C. A4 will not transport nor place in storage currency, specie, precious stones and metals, jewelry, or negotiable documents at any time. In the event that A4 is made to transport or place in storage such items without A4’s knowledge and written consent, A4 shall carry no liability whatsoever for or in connection with the goods.
D. A4 shall not be liable for loss of goods due to inventory shortage or unexplained or mysterious disappearance of goods unless the customer establishes that such loss occurred because of A4’s failure to exercise reasonable care in transporting, storing, or warehousing the goods. Customer agrees that any such shortage or unexplained or mysterious disappearance of goods shall not constitute a conversion in the absence of evidence that the goods were actually converted by A4 for its own use. In no event shall A4’s liability for a shortage or unexplained or mysterious disappearance of goods exceed the limitations set forth in Section 3A herein.
E. The following types of cargo will not be accepted by A4 under any circumstances: contraband or illegal substances; firearms or ammunition; explosive, noxious or dangerous goods; solvents, fuels, or flammables; livestock, plants, foodstuffs, biological or hazardous goods. The act of consigning items of these types to A4 by the shipper, acting with or without knowledge of the customer, shall entitle A4 to recover any and all costs for fines, penalties, legal fees, damage to A4 equipment and/or personal injury and compensation to A4 employees. The customer also shall be liable for and indemnify A4 against all loss or damage to other property or persons caused by said dangerous goods. A4 is at liberty to dispose of any items consigned with or associated with said dangerous goods at any time and place deemed appropriate by A4 with disposal charges billable to the customer.
6. Bills of Lading & Warehouse Receipts
A. Only A4 employees may alter the face of A4 documents. In the event that any shipper or consignee alters an A4 document by making written additions or deletions without advance written consent of A4, A4 shall be released from providing or completing services, and from any liability relating to those additions or deletions. All conditions set forth in this document are binding and cannot be modified, altered, or waived by any person including A4 employees, save for officers of the company, and then only in writing and when signed by such an officer.
B. A4 retains the right to prepare other BOLs, Dock Receipts, and addenda as necessary to sufficiently service goods. Should the customer, by their request or actions, instigate A4 to exchange this document for another, the shipper’s signature on the original document shall enforce and transfer all conditions, instructions and/or values from the original document onto any subsequent BOL or Dock Receipt covering the goods, and including subcontractors as described herein.
C. If in the reasonable opinion or judgment of A4 it becomes at any stage necessary or to depart from customer’s instructions in relation to cargo in transit, or goods deposited absent an executed contract, then A4 shall be at liberty to execute any new BOL or Dock Receipt instructions as deemed necessary and in the interest of safe and timely handling of the cargo, and with charges billable to the customer.
7. Subcontracting to Other Carriers & Warehousemen
A. Absent specific written instructions from the customer, or absent an executed storage contract, A4 shall be at liberty to engage subcontractors as needed and as deemed reasonably appropriate by A4.
B. Upon tendering goods to another carrier or warehouseman, the customer understands and agrees that said subcontractor becomes liable for the goods under its own BOL or Dock Receipt. It is understood that A4’s receipt of subcontractor’s BOL or Dock Receipt constitutes an agreement between A4 and its customer to release cargo, and for said cargo to be then governed by the subcontractor’s document terms and conditions. A4 shall not be liable to review other parties’ terms and conditions on the customer’s behalf.
C. Customer agrees to unconditionally reimburse A4 for any monies advanced to subcontractors engaged for shipment, handling, and/or storage of customer’s goods, whether or not the job is completed as originally planned.
8. Unclaimed Goods, Undeliverable Cargo, Abandoned Property
A. BOL cargo that is rendered undeliverable by an act or omission of the customer or their agent shall be deposited at A4 as a warehouseman, or deposited with a reputable subcontracted warehouseman of A4’s choosing, with associated charges billable to the customer. Absent an executed storage contract, A4 shall be at liberty to require removal of deposited goods along with payment of charges due after thirty (30) days and after written notice to customer. Deposited goods that remain unclaimed for sixty (60) days after A4’s written request to remove such goods shall be deemed abandoned property.
B. Regarding abandoned property, A4 shall be at liberty to place a lien on, or dispose of, any or all of said property as allowable under applicable law. Lien placement shall be for the purpose of recouping the company’s invoiced charges due, as well as normal and reasonable fees for handling, storage, and costs of disposal or sale, including A4’s legal fees, as well as amounts for any monies advanced to third parties. Prior to such disposal or sale A4 will notify all known affiliated parties in writing and will enclose inventory and written terms for said disposal or sale.
9. Indemnification
A. Customer indemnifies A4 for its legal fees and all related costs in the event goods transported and/or placed in storage by A4 are found to be stolen, illegally imported or obtained, fraudulently declared or converted, or should A4 be made a party to any legal action disputing ownership, authorship, usability, or marketability of the goods.
B. In the event A4 is required to answer to any court action or demand relating to customer’s goods, or, to appear in a legal proceeding or action, either as plaintiff or defendant, to enforce these Terms & Conditions or A4’s rights herein in a court of law, including enforcing the limitations of liability contained herein, A4 shall be entitled to recover its attorney’s fees and all related costs incurred in answering and defending itself in such proceeding or action. The terms of this Section 9 survive the completion of services and/or release of warehoused goods.
10. Rate Application and Payment Terms
A. Estimates are issued on the basis of immediate acceptance; A4 maintains the right to withdraw or revise any estimate, whether issued verbally or in writing. Should any changes occur in regards to the rate of freight shipping, packing or warehousing services, storage, or any other charges that are applicable to the goods, then estimates shall be subject to immediate revision accordingly. A4 may make such revision with or without notification to the customer, even after A4 has accepted the goods. Rate adjustments may be triggered by any of, but not limited to, the following; additional cargo volume and/or weight; additional collections, deliveries, re-routings, and/or extra handling services; delays caused by lack of preparation, non-availability of cargo, and/or errors & omissions made by the customer; unwillingness of consignee to receive goods; and additional services ordered on the customer’s behalf at either the collection or delivery, or by anyone acting on behalf of the customer.
B. Payment terms are net receipt upon presentation of invoice unless otherwise stated on the face of this document. A4 reserves the right to assess fees to the customer for payments in arrears and collection procedures on delinquent accounts including, but not limited to, reasonable legal fees and interest on unpaid amounts.
C. No claims for loss or damage will be entertained until all A4’s charges have been paid in full. Any amounts alleged to be part of a claim may not be deducted from the total due and payable charges.