TERMS & CONDITIONS

CHESAPEAKE PLYWOOD, LLC

TERMS AND CONDITIONS

1. TERMS AND CONDITIONS.  The following terms and conditions (“Terms and Conditions”) govern all interactions for the tender, storage, and handling of goods (“Goods”) by depositor (“Depositor”) as identified and set forth on any invoice, receiving document, bill of lading, or shipping order (collectively a “Purchase Order”) to Chesapeake Warehousing, LLC (“Warehouse”) a Maryland limited liability company.  These Terms and Conditions together with the Purchase Order shall constitute the entire agreement between the parties (the Terms and Conditions and the Purchase Order are hereinafter referred to as the “Agreement”).  These Terms and Conditions are incorporated by reference within the Purchase Order.  In the event of a conflict between the Purchase Order and these Terms and Conditions, the Purchase Order shall control. The Agreement will supersede all previous communications, agreements or contracts, written or verbal, and no understanding, agreement, term, condition or trade custom at variance herewith will be binding on Warehouse with respect to the transactions contemplated by the Purchase Order.  No waiver, amendment or modification of the Agreement will be effective unless in writing and signed by both parties; and, in the case of Warehouse, no such waiver, amendment or modification will be effective unless signed by an officer of Warehouse. No other agreement whether written or oral supplied by the Depositor to the Warehouse will add to, vary, modify or amend these terms and conditions unless signed by Warehouse.  The maximum term of storage for any Goods is six (6) months from the date that the Depositor tenders the Goods for storage (the “Term”). 
2. ACCEPTANCE.  The Depositor accepts these Terms and Conditions and enters into the Agreement by tendering Goods described in the Purchase Order for storage or other services by Warehouse. Depositor has had the opportunity to review and inspect the warehouse facility (“Facility”).  In the event that Goods tendered for storage or other services do not conform to the description contained in the Purchase Order, or conforming Goods are tendered after 30 days from the Purchase Order date without prior written acceptance by Depositor as provided in this paragraph, Warehouse may refuse to accept such Goods in its sole and absolute discretion and without any prior notice to Depositor.  Warehouse will not inspect or weigh Goods, and makes no warranty with respect thereto.  Any Goods accepted by Warehouse shall constitute Goods under this Agreement.  This Agreement may be terminated by either party for any reason or no reason upon 30 days written notice to the party, subject to Depositor paying all amounts due hereunder. 
3. SHIPMENTS.  Depositor agrees that all Goods shipped to and from Warehouse shall identify Depositor on the bill of lading or other contract of carriage as the named consignee, in care of Warehouse, and shall not identify Warehouse as the consignee. If, in violation of this Agreement, Goods are shipped to Warehouse as named consignee on the bill of lading or other contract of carriage, Depositor agrees to immediately notify carrier in writing, with copy of such notice to Warehouse, that Warehouse named as consignee is the “in care of party” only and has no beneficial title or interest in the Goods. Furthermore, Warehouse shall have the right to refuse such Goods and shall not be liable for any loss, mis-consignment, or damage of any nature to, or related to, such Goods. The parties agree that, regardless of whether Warehouse is incorrectly identified as named consignee, or Depositor fails to notify carrier of the incorrect identification on the bill of lading or other contract of carriage, under no circumstances shall Warehouse be considered the consignee.  
4. TENDER OF GOODS.  All Goods shall be delivered at the Facility in a segregated manner, properly marked and packaged for storage and handling. The Depositor 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. Warehouse is not a guarantor of the condition of such Goods under any circumstances, including, but not limited to hidden, concealed, or latent defects in the Goods.  Concealed shortages, damage, inherent vice or tampering will not be the responsibility of Warehouse.  Depositor shall communicate to Warehouse, on a weekly basis, the number of containers and units of Goods that Depositor expects to tender for storage to Warehouse within the next 30 days “Prior Notice”).  Regardless of any Periodic Notice made by Depositor or received by Warehouse, Warehouse reserves the right, in its sole and absolute discretion to refuse to accept any amount of containers or units of Goods from any Depositor.  Warehouse reserves the right to refuse or to charge an expedited fee for in-bound Goods if Depositor has not provided prior notice of the shipment of those Goods.  If Warehouse accepts such Goods, Depositor agrees to all the terms of this Agreement.   
5. STORAGE AND SERVICE CHARGES.  Attachment A hereto contains the storage and service fees currently in effect which may be updated at any time and from time to time.  Unless otherwise agreed in writing, all charges for storage and service are per package or other agreed unit per month as per available space.  The storage month begins on the date that Warehouse accepts care, custody and control of the Goods, regardless of unloading date or date of issue of warehouse receipt.  Except as provided in this section, a full month’s storage charge will apply on all Goods received between the first and the 15th, inclusive, of a calendar month; one half month’s storage charge will apply on all Goods received between the 16th and the last day, inclusive, of a calendar month, and a full month’s storage charge will apply to all Goods in storage on the first day of the next and succeeding calendar months. All storage and service charges are due and payable on the first day of storage for the initial month and thereafter on the first day of the calendar month.  When mutually agreed in writing by the Warehouse and the Depositor, a storage month shall extend from a date in one calendar month to, but not including, the same date of the next and all succeeding months. All storage charges are due and payable within ten (10) days of the date on the invoice.  Additional terms may be included on the invoice.  Any invoice over 30 days past due may be assessed a service charge of 2% APR per month or a charge otherwise permitted by law. Any dispute as to the amount of the invoice shall be claimed in writing within 30 days from date of invoice. Depositor may not offset payment of invoices under any circumstances without the prior written consent of Warehouse.  
6. LIEN.  Warehouse shall have a general warehouse lien and a statutory lien under the Maryland Commercial Code (the “Lien”) for all lawful charges for service, storage, removal, and preservation of the Goods; also, for all lawful claims for money advanced, interest, insurance, transportation, labor, weighing, coopering, and other charges and expenses in relation to such Goods, and for the balance on any other accounts that may be due. Warehouse further claims a 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 Warehouse. In order to protect its Lien, Warehouse reserves the right to require advance payment of all charges prior to shipment of Goods. Unless expressly stated otherwise in writing, Warehouse will not subordinate its Lien to any lender, financial institution, or any other third party. 
7. TERMS AND TERMINATION OF STORAGE.     
   1. Instructions to transfer Goods on the books of the Warehouse are not effective until delivered to and accepted by Warehouse, and all charges up to the time transfer is made, including the service charges for handling the Goods, are chargeable to the Depositor. If a transfer involves re-handling the Goods, such will be subject to a charge. When Goods in storage are transferred from one party to another through issuance of a new warehouse receipt, a new storage date is established on the date of transfer and the Terms shall be measured from that new storage date.   
   2. The Warehouse reserves the right to move, at its expense, upon 14 days prior written notice to Depositor, any Goods in storage from the Facility in which they may be stored to any other of Warehouse’s facilities. Warehouse will store the Goods at the Facility and may without notice, move the Goods within and between, any one or more of the warehouse buildings which comprise the Facility.   
   3. Warehouse reserves the right to require advance payment of all past, present, and future charges prior to removal of the Goods from the Facility.   
   4. In the sole and absolute discretion of Warehouse, Warehouse may replace the container floor of any Goods and Depositor agrees to pay for such services.   
   5. If Warehouse has not received instructions from Depositor to deliver the Goods before the end of the Term, Warehouse may, upon 30 days prior written notice to the Depositor, require the removal of any Goods. Such notice shall be given to the last known place of business of the person to be notified. If Goods are not removed before the end of the 30 day notice period, the Warehouse may sell them in accordance with MD Code Commercial Law §7210.  For the avoidance of doubt, Warehouse may sell the Goods to one of its affiliates.  
   6. If Warehouse in good faith believes that the Goods are about to deteriorate or decline in value to less than the amount of Warehouse’s Lien before the end of the 30-day notice period referred to in the previous paragraph, Warehouse may specify in the notification any reasonable shorter time for removal of the Goods and if the Goods are not removed, may sell the Goods in accordance with MD Code Commercial Law §7-210.  For the avoidance of doubt, Warehouse may sell the Goods to one of its affiliates. 
   7. If as a result of a quality or condition of the Goods of which the Warehouse had no notice at the time of deposit, the Goods are a hazard to other property or to the Facility or to persons, the Warehouse may, upon learning that the Goods are hazardous: (i) sell the Goods in accordance with MD Code Commercial Law §7-210, (ii) return Goods freight collect, or (iii) dispose of Goods. Pending such disposition, sale or return of the Goods, the Warehouse may remove the Goods from the Facility and shall incur no liability whatsoever by reason of such removal and shall be entitled to recover the costs of such removal from the Depositor.  For the avoidance of doubt, Warehouse may sell the Goods to one of its affiliates. 
   8. If, after a reasonable effort, Warehouse is unable to sell the Goods pursuant to this Section 5, Warehouse may dispose of the Goods in any lawful manner and shall be entitled to recover the costs of such disposition from Depositor. 
8. DELIVERY REQUIREMENT.   Except as provided in Section 7, no Goods shall be delivered or transferred except upon receipt by the Warehouse of Depositor’s complete written instructions. Written instructions shall include, but are not limited to, FAX, EDI, E-Mail or similar communication, provided Warehouse has no liability when relying on the information contained in the communication as received. Goods may be delivered upon instruction by telephone or electronically in accordance with Depositor’s prior written authorization, but the Warehouse shall not be responsible for loss or error occasioned thereby. The Warehouse shall not be liable for failure to carry out such instructions and Goods remaining in storage will continue to be subject to regular storage charges. When Goods are ordered out, a reasonable time shall be given to the Warehouse to carry out instructions. 
9. WARRANTIES.  WITH RESPECT TO ANY SERVICES OR PRODUCTS SOLD BY WAREHOUSE TO THE DEPOSITOR, WAREHOUSE DISCLAIMS LIABILITY AND RESPONSIBILITY FOR ANY WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OR MERCHANTABILITY AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. WAREHOUSE DOES NOT MANUFACTURE THE PRODUCTS SOLD HEREUNDER AND DOES NOT HAVE THE CAPABILITY NOR THE OBLIGATION, TO REPAIR OR REMEDY ANY DEFECT IN THE PRODUCTS.  THE MANUFACTURER PROVIDES THE ONLY WARRANTIES FOR THE PRODUCTS AND, TO THE EXTENT SUCH WARRANTIES ARE IN EFFECT, THE MANUFACTURER IS THE ONLY AUTHORIZED SOURCE TO REPAIR OR REMEDY ANY DEFECT IN THE PRODUCTS CONSISTENT WITH THE TERMS AND CONDITIONS OF THE MANUFACTURER’S WARRANTIES. 

ANY AFFIRMATION OF FACT OR PROMISE MADE BY WAREHOUSE SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY THAT THE SERVICE OR PRODUCT SHALL CONFORM TO THE AFFIRMATION OR PROMISE.  ANY DESCRIPTION OF THE PRODUCTS WHICH CONTAINS AN AFFIRMATION OF FACT OR PROMISE IS FOR THE SOLE PURPOSE OF IDENTIFYING THEM AND SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY THAT THE PRODUCTS SHALL CONFORM TO THE DESCRIPTION.  ANY SAMPLE OR MODEL IS FOR ILLUSTRATIVE PURPOSES ONLY AND SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY THAT THE WHOLE OF THE PRODUCTS SHALL CONFORM TO THE SAMPLE OR MODEL, AND NO AFFIRMATION OR PROMISE, OR DESCRIPTION, OR SAMPLE OR MODEL SHALL BE DEEMED PART OF THE BASIS OF THE BARGAIN. 

1. LIABILITY AND LIMITATON OF DAMAGES.  WAREHOUSE SHALL NOT BE LIABLE TO DEPOSITOR WHETHER AS A RESULT OF BREACH OF CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING WAREHOUSE’S NEGLIGENCE), STRICT LIABILITY, BREACH OF THIS AGREEMENT, OR OTHERWISE, FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR RESULTING FROM THIS AGREEMENT, OR FROM WAREHOUSE’S PERFORMANCE OR BREACH, OR FROM THE OR SERVICES FURNISHED HEREUNDER, EXCEED THE PRICE OF THE SPECIFIC PRODUCT OR SERVICE WHICH GIVES RISE TO THE CLAIM, AND ANY SUCH LIABILITY SHALL TERMINATE UPON THE EXPIRATION OF THE WARRANTY SPECIFIED IN SECTION ENTITLED “WARRANTIES,” FOR ANY DEMURRAGE OR DETENTION, ANY DELAYS IN UNLOADING INBOUND CARS, TRAILERS OR OTHER CONTAINERS, OR ANY DELAYS IN OBTAINING AND LOADING CARS, TRAILERS OR OTHER CONTAINERS FOR OUTBOUND SHIPMENT UNLESS WAREHOUSE HAS ACTED WITH GROSS NEGLIGENCE.  WHERE A WAREHOUSE RECEIPT COVERS GOODS IN U.S. CUSTOMS BOND, WAREHOUSE SHALL HAVE NO LIABILITY FOR GOODS SEIZED OR REMOVED BY U.S. CUSTOMS.  WAREHOUSE SHALL NOT BE LIABLE FOR DAMAGE TO THE CONTAINER FLOORS OF ANY GOODS OR FOR COSTS OF REPLACEMENT OF ANY CONTAINER FLOORS.  DEPOSITOR ACKNOWLEDGES THAT GOODS ARE NOT INSURED BY WAREHOUSE AGAINST LOSS OR DAMAGE HOWEVER CAUSED.  IN THE EVENT OF LOSS OR DAMAGE TO THE GOODS FOR WHICH WAREHOUSE IS LEGALLY LIABLE, DEPOSITOR DECLARES THAT WAREHOUSE’S LIABILITY FOR DAMAGES IS LIMITED TO THE COMMERCIALLY REASONABLE REPLACEMENT VALUE OF THE GOODS, AND IN NO INSTANCE SHALL ANY ONE CLAIM EXCEED THE LIMIT OF WAREHOUSE’S LIABILITY INSURANCE, PROVIDED, HOWEVER, THAT SUCH LIABILITY MAY AT THE TIME OF ACCEPTANCE OF THIS AGREEMENT BE INCREASED UPON DEPOSITOR’S WRITTEN REQUEST ON PART OR ALL OF THE GOODS HEREUNDER IN WHICH EVENT AN ADDITIONAL MONTHLY CHARGE WILL BE MADE BASED UPON SUCH INCREASED VALUATION.  THE LIMITATION OF LIABILITY REFERRED TO IN THIS PARAGRAPH SHALL BE DEPOSITOR’S EXCLUSIVE REMEDY AGAINST WAREHOUSE FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE, AND/OR DESTRUCTION OF THE GOODS AND SHALL APPLY TO ALL CLAIMS INCLUDING INVENTORY SHORTAGE AND MYSTERIOUS DISAPPEARANCE CLAIMS UNLESS DEPOSITOR PROVES BY AFFIRMATIVE EVIDENCE THAT WAREHOUSE CONVERTED THE GOODS TO ITS OWN USE. ANY PRESUMPTION OF CONVERSION IMPOSED BY LAW SHALL NOT APPLY.  WHERE LOSS OR DAMAGE OCCURS TO TENDERED, STORED OR HANDLED GOODS, FOR WHICH WAREHOUSE IS NOT LIABLE, THE DEPOSITOR SHALL BE RESPONSIBLE FOR THE COST OF REMOVING AND DISPOSING OF SUCH GOODS AND THE COST OF ANY ENVIRONMENTAL CLEANUP AND SITE REMEDIATION RESULTING FROM THE LOSS OR DAMAGE TO THE GOODS.   

IN NO EVENT SHALL WAREHOUSE BE LIABLE TO DEPOSITOR OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WAREHOUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE,  

IN NO EVENT SHALL WAREHOUSE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO WAREHOUSE UNDER THE CONTRACT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

1. NOTICE OF CLAIM AND FILING SUIT.  Claims by the Depositor and all other persons must be presented in writing to the Warehouse within a reasonable time, and in no event any later than the earlier of: (i) sixty (60) days after delivery of the Goods by the Warehouse or (ii) sixty (60) days after Warehouse notifies Depositor that loss or damage to part or all of the Goods has occurred. Each claim must contain information and documents necessary to identify the Goods affected, the basis for liability and the amount of the alleged loss or damage, as well as all appropriate supporting documentation.  No lawsuit or other action may be maintained by the Depositor or others against the Warehouse for loss or damage to the Goods unless timely written claim has been given as provided in this paragraph and unless such lawsuit or other action is commenced by no later than the earlier of: (i) nine (9) months after date of delivery by Warehouse or (ii) nine (9) months after Depositor is notified that loss or damage to part or all of the Goods has occurred.  For the sake of clarity, the intention of the parties of the foregoing sentence to modify the applicable statute of limitations for the filing of a claim. When Goods have not been delivered, notice may be given of known loss or damage to the Goods by mailing of a letter via certified mail or overnight delivery to the address for the Depositor as shown on the Purchase Order. Time limitations for presentation of claim in writing and maintaining of action after notice begin on the date of mailing of such notice by Warehouse. 
2. FORCE MAJEURE.  Neither party shall be liable to the other for default in the performance or discharge of any duty or obligation under this Agreement, except for Depositor’s obligation to pay for services rendered by Warehouse, when caused by acts of God, hurricanes, tidal waves, flood, tornadoes, cyclone, wind storm, earthquake, public enemy, 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, cyber-attacks, corruption, depredation, accidents, explosions, fire, water sprinkler leakage, roof leakage, rain, flooding, 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, order, regulation, or other action(s) by governmental authority, national, regional, or local emergency(ies), plague, epidemic, pandemic, outbreaks for infectious disease (including the COVID-19 virus), or any public health crisis, including but not limited to compliance with related practices required or recommended by governmental or health organizations (including but not limited to quarantine or other employee restrictions) or other contingency(ies), similar or dissimilar to the foregoing, beyond the reasonable control of the affected party. Upon the occurrence of such an event the party seeking to rely on this provision shall promptly give written notice to the other party of the nature and consequences of the cause. If the cause is one which nevertheless requires Warehouse to continue to protect the Goods, Depositor agrees to pay the storage or similar charges associated with Warehouse’s obligation during the continuance of the force majeure. All Goods are stored, handled, and transported at Depositor’s sole risk of loss, damage, or delay caused by any of the above. 
3. DEPOSITOR’S REPRESENTATIONS AND WARRANTIES.  Depositor represents and warrants to Warehouse that: 
   1. Depositor is lawfully possessed of the Goods and has the right and authority to store them with Warehouse; 
   2. There are no known potential health, safety and/or environmental hazards associated with the storage and handling of the Goods that have not been disclosed to and acknowledged by Warehouse.  
   3. The information Depositor has provided to Warehouse concerning the Goods is accurate, complete and sufficient to allow Warehouse to comply with all laws and regulations concerning the storage, handling and transporting of the Goods.  
   4. Depositor and the persons signing the Purchase Order on behalf of the Depositor have the full power an authority to sing the Purchase Order and enter into this Agreement on behalf of the Depositor;  
   5. Depositor maintains insurance on the Goods in an amount equal to their commercially reasonable value.   
   6. Depositor has provided its full current mailing address and contact information to which any notice under this Agreement can be sent; and 
   7. Depositor is in compliance with all local, state, federal and international laws pertaining to import or export of the Goods.   
4. INDEMNIFICATION.  Depositor agrees to indemnify, hold harmless, and defend Warehouse, its officers, directors, employees, agents, successors and assigns harmless from and against all claims, liabilities, losses, damages, costs and expenses sustained by them (including court costs and attorneys’ fees) arising out of or in any way connected with: 
   1. Any dispute or litigation, whether instituted by Warehouse or others, respecting Depositor’s right, title or interest in the Goods. Such amounts shall be charges in relation to the Goods and subject to Warehouse’s lien;  
   2. Transportation, storage, handling and other charges related to the Goods, including but not limited to undercharges, rail demurrage, truck/intermodal detention and other charges, asserted by any third-party;  
   3. Any breach of this Agreement and/or the Rules and Regulations by Depositor or any of its affiliates, employees, officers or agents;  
   4. Depositor’s failure to fully discharge any obligation under this Agreement; and 
   5. Any enforcement of the indemnity obligations set forth herein. 
5. WAIVER OF TRIAL BY JURY.   Depositor and Warehouse hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto, against the other on, or in respect of, or any matter whatsoever arising out of or in any way connected with this Agreement, the relationship between Depositor and Warehouse hereunder, and the Depositor’s use, purchase, and resale of any service or products purchased from Warehouse, and/or any claim of injury or damage. 
6. RULES AND REGULATIONS.  Warehouse reserves the right to prescribe rules and regulations from time-to-time pertaining to the storage of the Goods at the Facility (“Rules and Regulations”). 

MISCELLANEOUS.   This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legatees, personal representatives and other legal representatives, successors and assigns, except that Depositor may not assign its rights or obligations hereunder without the prior written consent of Warehouse. No failure or delay of Warehouse to exercise any right or remedy pursuant to this Agreement shall affect such right or remedy or constitute a waiver by such party of any right or remedy thereto.  Resort to one form of remedy shall not constitute a waiver of alternative remedies.  If any provision hereof shall for any reason be held invalid or unenforceable by any court, governmental agency or arbiter of competent jurisdiction, such invalidity or unenforceability shall not affect any other provision hereof, but this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland.  The parties hereby consent to the jurisdiction and venue of the federal and state courts of the State of Maryland with respect to any matter arising from this Agreement.  The substantially prevailing party in any action to interpret or enforce this Agreement shall be entitled to an additional award for costs, expert witness fees, expenses and reasonable attorneys’ fees. The relationship between the parties is that of independent contractors. Nothing contained in the Contract shall be construed as creating any agency, partnership, joint venture, tenancy, landlord-tenant relationship, license, interest in real estate, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. Depositor shall be responsible for the payment of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable on or related to the Goods or the services provided by Warehouse hereunder. This Agreement may be assigned by Warehouse upon notice to Depositor.