Terms and Conditions

Terms and Conditions

Warehousing Services Terms and Conditions

Last Updated: October 1, 2025

THESE TERMS AND CONDITIONS, TOGETHER WITH ANY TERMS, CONDITIONS, AND DOCUMENTS EXPRESSLY INCORPORATED (COLLECTIVELY, THE “AGREEMENT”), GOVERN YOUR ACCESS AND USE OF SHIPSFOR.US (THE “SITE”) AND THE SERVICES OFFERED BY AMSCO DISTRIBUTING LLC d/b/a AMSCO PREP (HEREINAFTER TERMED PROVIDER). AS USED IN THIS AGREEMENT, “YOU,” “YOUR,” AND “CLIENT” MEAN THE INDIVIDUAL WHO REQUESTS OR RECEIVES SERVICES PERFORMED BY PROVIDER AND, AS APPLICABLE, THE ENTITY FOR WHOM SUCH INDIVIDUAL REPRESENTS AND HAS THE AUTHORITY TO BIND TO THIS AGREEMENT. PROVIDER AND CLIENT MAY BE REFERRED TO HEREIN AFTER INDIVIDUALLY AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES.”

PLEASE READ THE AGREEMENT CAREFULLY BEFORE YOU BEGIN OR CONTINUE TO USE THE SERVICES. BY ACCESSING OR OTHERWISE UTILIZING THE SERVICES PROVIDED BY PROVIDER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DISAGREE WITH THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SITE OR UTILIZE THE SERVICES PROVIDED BY PROVIDER. YOU ACKNOWLEDGE THAT ANY CONTRACTS, BILLS OF LADING, WAYBILLS, WAREHOUSE RECEIPTS, TARIFFS, CIRCULARS, AND OTHER SHIPPING DOCUMENTS ISSUED BY PROVIDER OR THIRD-PARTY SERVICE PROVIDERS APPLY TO THIS AGREEMENT TO THE EXTENT NOT IN CONFLICT WITH THIS AGREEMENT.

PROVIDER RESERVES THE RIGHT TO AMEND AND UPDATE THIS AGREEMENT AT ANY TIME, IN OUR SOLE AND ABSOLUTE DISCRETION, BY POSTING A REVISED AGREEMENT ON THE SITE. THIS AGREEMENT WAS LAST REVISED ON THE DATE PROVIDED ABOVE. IF YOU USE THE SITE OR SERVICE AFTER AN AMENDED AGREEMENT HAS BEEN POSTED, YOU WILL BE DEEMED TO HAVE AGREED TO SUCH AMENDED AGREEMENT. CLIENT MAY ENROLL IN AUTO UPDATES BY SUBMITTING A REQUEST TO: support@amscoprep.com

Subject to the foregoing, and in consideration of the mutual covenants and conditions contained herein, the PARTIES agree as follows:

  1. TERM. This Agreement shall commence on the date CLIENT accepts the Agreement or receives services from PROVIDER, whichever occurs earlier (the “Effective Date”) shall continue thereafter in full force and effect unless terminated as provided herein. Either PARTY has the right to terminate this Agreement at any time by serving not less than 30 days prior written notice to that effect upon the other PARTY. CLIENT shall ensure all inventory is removed from the FACILITIES before the effective date of termination (Termination Period), and PROVIDER shall provide reasonable care and co-operation to allow for such removal. During this Termination Period until completion of move-out, PROVIDER will continue to provide all services at the agreed-upon rates, and CLIENT will continue to pay all bills under the terms of this Agreement.
  2. SERVICES TO BE PERFORMED.
    1. PROVIDER shall receive, store, provide kitting, labeling, and other agreed-upon value-added services, prepare for shipment, and/or engage third-party transportation providers for the movement of CLIENT’S GOODS at, to, and/or from the FACILITIES. The specific services that PROVIDER shall provide CLIENT, during the term of the Agreement, are outlined in an appendix or other mutually-executed writing (each, an “Appendix”).
    2. PROVIDER shall comply with the operating procedures outlined in any operating manual prepared by CLIENT, provided that CLIENT shall furnish a copy to PROVIDER in advance and obtain PROVIDER’S written consent to the provisions of the manual or any amendments to the manual. PROVIDER shall not be liable for loss or damage to the GOODS resulting from complying with CLIENT’S operating procedures.
    3. PROVIDER and CLIENT will agree on service timeframe standards for all activities, including container unloading, small parcel shipments, FTL and LTL shipments, returns processing, kitting, cycle counts, etc.. PROVIDER will follow methods and instructions that CLIENT may provide from time to time, as detailed in the Appendix, provided that CLIENT shall obtain PROVIDER’S written consent to the procedures and instructions. PROVIDER shall not be liable for loss or damage to the GOODS resulting from complying with CLIENT’S methods and instructions.
  3. FACILITIES. PROVIDER shall provide sufficient space in the facility located at 11419 Smith Drive, Huntley, IL 60142, any location owned, leased, or operated by PROVIDER or its affiliates, any third-party facility under contract with PROVIDER or its affiliates, or a combination thereof (hereinafter collectively termed FACILITIES) to allow PROVIDER to provide services consistent with the scope of services provided in the Appendix. PROVIDER may transfer GOODS between FACILITIES as it deems necessary, in its sole discretion, to provide the services. These FACILITIES shall be used for the storing and handling of the GOODS and, absent PROVIDER’S written agreement, PROVIDER shall otherwise be permitted to use the FACILITIES to store or handle the inventories of third parties.
  4. SHIPPER’S AGENT.
    1. For the limited purpose of engaging third-party transportation providers on CLIENT’S behalf, CLIENT hereby appoints PROVIDER to act exclusively as its true and lawful agent. CLIENT hereby grants PROVIDER the authority to manage the inbound and outbound transportation of GOODS as it relates to the FACILITIES. PROVIDER hereby accepts CLIENT’S appointment as its agent and agrees to perform as such according to the terms and conditions outlined in this Agreement. PROVIDER’s scope of agency does not include any non-transportation warehousing services provided by PROVIDER. For the avoidance of doubt, CLIENT understands and acknowledges that PROVIDER is not responsible, and hereby disclaims liability, for any loss, damage, or delay to GOODS arising from the movement of GOODS by the third-party transportation providers and PROVIDER’S liability for loss or damage to GOODS concerning PROVIDER’S warehousing services shall be as provided in Section 10 of this Agreement.
    2. PROVIDER will have full power and authority to perform, either directly or indirectly through an affiliate company, all tasks required or necessary to accomplish the transportation of GOODS on CLIENT’S behalf, including negotiating and binding CLIENT to contracts with third-party transportation providers. CLIENT acknowledges that PROVIDER is neither offering nor performing any transportation services. CLIENT shall defend, indemnify, and hold PROVIDER harmless from any claims arising from PROVIDER’S acts or omissions within the scope of PROVIDER’S agency, including, but not limited to, payment obligations for third-party transportation providers.
    3. As between PROVIDER and CLIENT, PROVIDER shall perform under this Agreement as an unrelated independent PROVIDER, and neither its employees nor agents will be deemed those of CLIENT. PROVIDER will assume full responsibility for selecting, engaging, and discharging its respective employees, agents, servants, or helpers and for otherwise directing and controlling its services. PROVIDER will assume full responsibility for complying with all applicable laws and regulations for the benefit of its employees and under no circumstances will CLIENT be liable for the debts or obligations of PROVIDER for the wages, salaries, or benefits of PROVIDER’S employees. CLIENT and PROVIDER acknowledge that they are entirely independent of one another, they are not economically dependent on each other, and that there is no functional integration between the PARTIES.
  5. RATES AND CHARGES.
    1. The PARTIES shall execute schedules of rates and charges that will apply to the services provided by PROVIDER (each, a “Rate Schedule”). These rates will remain fixed without increase for twelve (12) months from Go Live Date, defined as the date that CLIENT first deposits any GOODS into the FACILITIES or requests PROVIDER to engage third-party transportation providers, whichever occurs first, unless otherwise agreed upon by both parties. After the first twelve (12) months, PROVIDER may implement rate increases, not exceeding 10 percent (10%) per year, upon thirty (30) days notice to CLIENT.
    2. A charge in addition to regular rates will be made for merchandise in bond. Where a warehouse receipt covers GOODS under bond, PROVIDER shall have no liability for GOODS seized or removed by U.S. Customs and Border Protection.
    3. Rates may be subject to an additional surcharge in the event of a new or additional city, county, state, or federal tax or fee related to the storage or services provided, and rates may be subject to additional charges in the event of a change in the scope of services.
  1. GOODS.
    1. CLIENT represents and warrants that CLIENT is lawfully possessed of the GOODS and has the right to and authority to store them with or offer them to PROVIDER. CLIENT agrees to defend, indemnify, and hold harmless PROVIDER from all loss, cost, and expense (including reasonable attorneys’ fees) that PROVIDER pays or incurs as a result of any dispute or litigation, whether instituted by PROVIDER or others, respecting CLIENT’S right, title, or interest in the GOODS. Such amounts shall be charged in relation to the GOODS and subject to the PROVIDER’s warehouse lien.
    2. CLIENT represents and warrants to PROVIDER that 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 PROVIDER. Notwithstanding the foregoing, CLIENT will provide PROVIDER with information concerning the GOODS that is accurate, complete, and sufficient to allow PROVIDER to comply with all laws and regulations concerning the storage, handling, and transporting of the GOODS. CLIENT will defend, indemnify, and hold PROVIDER harmless from all loss, cost, penalty, and expense (including reasonable attorneys’ fees) that PROVIDER pays or incurs as a result of CLIENT failing to fully discharge this obligation.
    3. If, as a result of a quality or condition of the GOODS of which PROVIDER had no notice at the time of deposit, the GOODS are a hazard to other property or to the FACILITIES or to persons, PROVIDER may: i) sell the GOODS at public or private sale without advertisement on reasonable notification to all persons known to claim an interest in the GOODS; ii) return GOODS freight collect; or iii) dispose of GOODS at CLIENT’S sole cost and expense. Pending such disposition, sale, or return of the GOODS, PROVIDER may remove the GOODS from the FACILITIES at CLIENT’S sole cost and expense and shall incur no liability because of such removal. PROVIDER will make all reasonable efforts to resolve any such issue with CLIENT, prior to proceeding with any such disposition of GOODS.
  2. DELIVERY AND RELEASE OF GOODS.
    1. CLIENT shall deliver the GOODS to the FACILITIES in a segregated manner, properly marked, packaged for handling, with two (2) copies of the bill of lading. At or before delivery of the GOODS, CLIENT shall furnish a manifest showing the GOODS to be tendered for storage, with any instructions concerning storage, services, accounting, segregation, or any other requirements relating to the GOODS. PROVIDER 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 PROVIDER.
    2. CLIENT agrees that all GOODS shipped to and from PROVIDER shall identify CLIENT on the bill of lading or other contract of carriage as the named consignee, in care of PROVIDER, and shall not identify PROVIDER as the consignee. If, in violation of this Agreement, GOODS are shipped to PROVIDER as named consignee or shipped from the PROVIDER as named shipper or consignor on the bill of lading or other contract of carriage, CLIENT agrees to immediately notify carrier in writing, with copy of such notice to PROVIDER, that PROVIDER named as consignee is the “in care of party” only and has no beneficial title or interest in the GOODS. Furthermore, PROVIDER shall have the right to refuse such GOODS and shall not be liable for any loss, misconsignment, or damage of any nature to, or related to, such GOODS. The PARTIES agree that, regardless of whether PROVIDER is incorrectly identified as the named consignee, or CLIENT fails to notify the carrier of the incorrect identification on the bill of lading or other contract of carriage, under no circumstances shall PROVIDER be considered the consignee for purposes of identifying the “importer” under 21 U.S.C. § 384a. The parties further agree that, regardless of whether PROVIDER is named as an “agent” for purposes of 21 U.S.C. § 350d or receives notification from the U.S. government concerning confirmation of PROVIDER’S status as “agent” under 21 U.S.C. § 350d, under no circumstances shall PROVIDER be an agent for purposes of identifying the “importer”. PROVIDER shall not be responsible for complying with or performing the duties required of an “importer” under 21 U.S.C. § 384a. Whether PROVIDER accepts or refuses GOODS shipped in violation of this Section, CLIENT agrees to defend, indemnify, and hold PROVIDER harmless from all claims for transportation, storage, handling, and other charges relating to such GOODS, including undercharges, rail demurrage, truck/intermodal detention, and any fines, penalties, costs, and expenses (including attorney’s fees), and other charges of any nature whatsoever resulting from CLIENT’S failure to comply with the requirements of this Section.
    3. Client agrees that all delivered goods, which arrive palletized, will conform to PROVIDER’s operational standards listed below:
      -Standard US Pallet with dimensions of 40”x48” and a maximum height of 60”

-Single pallet not to exceed 2,000lbs

-Double stacked pallets not to exceed 100”

Any deviation from the above standard, without express permission from PROVIDER, may result in additional Ad-Hoc & pallet fees for the deconstruction and reconstruction of pallets.

    1. TRANSFER, TERMINATION OF STORAGE, REMOVAL OF GOODS.
      1. No GOODS shall be delivered or transferred except on receipt by PROVIDER of CLIENT’S complete written instructions. Written instructions shall include, but are not limited to, FAX, EDI, email, or similar communication, provided PROVIDER has no liability when relying on the information contained in the communication as received. GOODS may be delivered upon instruction by telephone or electronically per CLIENT’S prior written authorization, but PROVIDER shall not be responsible for loss or error occasioned thereby. PROVIDER 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 PROVIDER to carry out instructions.
      2. PROVIDER will specify the address of the FACILITIES and provide building specs and security details. PROVIDER reserves the right to move, at its expense, any GOODS in storage from the FACILITIES in which they may be stored to any other FACILITY. PROVIDER will store the GOODS at the FACILITIES and may move the GOODS within and between any one or more of the warehouse buildings which comprise the FACILITIES.
      3. PROVIDER reserves the right to require advance payment of all past, present, and future charges before removal of the GOODS from the FACILITIES.
    2. HANDLING.
      1. The handling charge covers the ordinary labor involved in receiving GOODS at warehouse door, placing GOODS in storage, and returning GOODS to warehouse door.
      2. Unless otherwise agreed in writing, labor for unloading and loading GOODS will be subject to a charge. Additional expenses incurred by PROVIDER in receiving and handling damaged GOODS, and additional expenses in unloading from or loading into cars or other vehicles not at warehouse door will be charged to the CLIENT.
      3. Labor and materials used in loading rail cars or other vehicles are chargeable to CLIENT.
    3. LIABILITY AND LIMITATION OF DAMAGES.
      1. PROVIDER shall not be liable for any loss or damage to GOODS tendered, stored, or handled, however caused, unless such loss or damage resulted from the failure by PROVIDER, or, as applicable, the third-party warehouse operator’s failure, to exercise such care regarding them as a reasonably careful person would exercise under like circumstances. PROVIDER is not liable for damages that could not have been avoided by the exercise of such care.
      2. PROVIDER shall be granted a shrinkage allowance of 1% of GOODS tendered to PROVIDER by CLIENT during any program calendar year. Base inventory level for annual shrinkage allowance will be total inventory dollars at landed cost on the move-in date, and then on the 1st of every subsequent year.
  • GOODS are not insured by PROVIDER against loss or damage, however caused.
    1. In the event of unintentional loss or damage to the GOODS for which PROVIDER is legally liable, CLIENT declares that PROVIDER’S liability for damages is limited to $0.50/lbs., and in no instance shall any one claim exceed the limit of PROVIDER’S liability insurance; provided, however, that such liability may at the time of acceptance of this Agreement be increased upon CLIENT’S written request on part or all of the GOODS hereunder and PROVIDER’S written acceptance of such increased liability in which event an additional monthly charge will be made based on such increased valuation.
    2. The limitation of liability referred to in Section 10(D) above shall be CLIENT’S exclusive remedy against PROVIDER 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 CLIENT proves by affirmative evidence that PROVIDER converted the goods to its own use, sold the goods, or if internal theft has occurred in PROVIDER premises. Any presumption of conversion imposed by law shall not apply.
    3. Where loss or damage occurs to tendered, stored, or handled goods, for which the PROVIDER is not liable, the CLIENT 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.
  2. LIABILITY FOR CONSEQUENTIAL DAMAGES. Concerning any claim arising from or related to this Agreement, or otherwise arising from the relationship of the PARTIES, in no event will PROVIDER be liable for special, indirect, exemplary, punitive, or consequential damages of any kind, including, but not limited to, lost profits, lost sales, delays, or damages due to business interruption, regardless of whether such damages were foreseeable or PROVIDER had notice of the possibility of such damages.
  3. LIABILITY FOR MIS-SHIPMENTS AND CHARGEBACKS
    1. If PROVIDER negligently mis-ships GOODS, PROVIDER shall pay the reasonable transportation charges incurred to return the mis-shipped GOODS to the FACILITIES. If the consignee fails to return the GOODS, PROVIDER’s maximum liability shall be for the lost or damaged GOODS as specified in Section 10(D) above, and PROVIDER shall have no liability for damages due to the consignee’s acceptance or use of the GOODS whether such GOODS be those of the CLIENT or another.
    2. PROVIDER shall not be responsible for chargebacks of any kind.
    3. Any claims made under this Section must comply with the requirements outlined in Section 21.
  4. RECALL. In the event a recall, field alert, product withdrawal, or field correction (together, “Recall”) may be necessary concerning any GOODS provided under this Agreement, CLIENT shall immediately notify PROVIDER in writing. PROVIDER will not act to initiate a Recall without the express prior written approval of CLIENT unless otherwise required by applicable laws. The cost of any Recall shall be borne by CLIENT. CLIENT shall defend, indemnify, and hold harmless PROVIDER from all loss, cost, penalty, and expense (including reasonable attorneys’ fees) which PROVIDER pays or incurs as a result of a Recall.
  5. INSURANCE. PROVIDER shall provide the following policies and limits of insurance:
    1. Workers’ Compensation: Statutory minimums
  1. Comprehensive General Liability (with contractual coverage): $1,000,000 Each Occurrence & $2,000,000 General Aggregate
  1. Warehouseman’s Legal Liability: $1,000,000 per occurrence
  2. Insurance covering loss or damage to CLIENT’S GOODS (a) where PROVIDER is not liable, or (b) which exceeds the limitation of damages if PROVIDER is liable, shall be maintained by CLIENT. Any third-party FACILITY used by PROVIDER shall maintain similar insurance policies, at the indicated minimums, as required of PROVIDER under this Section.
  1. BILLING AND PAYMENT. PROVIDER shall provide CLIENT with an invoice for services performed showing all charges due and owing. CLIENT agrees to pay the invoices as submitted, without deduction, setoff, or holdback, within five (5) calender days after receipt. Any invoice over seven (7) calendar days past its original date may be assessed a service charge of five percent (5%) of the total invoice, or a charge otherwise permitted by law. Any dispute about the invoice amount shall be claimed in writing within thirty (30) days from the invoice date. CLIENT may not offset or withhold payment of invoices under any circumstances without the prior written consent of PROVIDER. If CLIENT has any invoice over ninety (90) days past the original due date, all inventory in the PROVIDER’s facility will be taken into possession by PROVIDER.  All available communication methods provided by CLIENT will be used to give CLIENT ample notice before PROVIDER takes action and secures the inventory as property of the PROVIDER.  All billing discrepancies identified by the CLIENT must be filed in writing to the PROVIDER no later than ninety (90) days from the original invoice date. PROVIDER liability for billing discrepancies will not extend past the above-mentioned time frame.
  2. LIEN. PROVIDER shall have a general warehouse lien for all lawful charges for storage 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. PROVIDER further claims a general warehouse lien for all such charges, advances, and expenses with respect to any other GOODS stored by the CLIENT in any other facility owned or operated by PROVIDER. To protect its lien, PROVIDER reserves the right to require advance payment of all charges before shipment of GOODS if the agreement is terminated and the CLIENT moves its goods out; otherwise, standard net five  (5) calendar days payment terms will apply. Unless expressly stated otherwise in writing, PROVIDER will not subordinate its lien to any lender, financial institution, or any other third party.
  3. 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 CLIENT’S obligation to pay for services rendered by PROVIDER, 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, viruses, corruption, depredation, accidents, explosions, fire, water sprinkler leakage, moths, vermin, insect, seizure under legal process, embargo, prohibition of import or export of GOODS, closure of public highways, railways, airways or shipping lanes, governmental interference, order, regulation, or other action(s) by governmental authority, national, regional, or local emergency(ies), plague, epidemic, pandemic, outbreaks for infectious disease 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 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 that nevertheless requires PROVIDER to continue to protect the GOODS, the CLIENT agrees to pay the storage or similar charges associated with PROVIDER’S obligation during the continuance of the force majeure. All GOODS are stored, handled, and transported at CLIENT’S sole risk of loss, damage, or delay caused by any of the above.
  4. INVENTORIES. A physical inventory or alternative mutually agreed upon system of inventory verification of all GOODS shall be conducted by PROVIDER at intervals as agreed upon by the PARTIES. PROVIDER will take such additional physical inventories as requested by CLIENT, at CLIENT’S expense. Representatives of CLIENT and PROVIDER personnel and any independent auditor or designee may be present during any inventory audit only if agreed upon by both parties.
  5. AUDIT OF RECORDS. CLIENT has the right, during normal business hours and upon reasonable notice of at least seventy-two (72) hours, to inspect the GOODS, be present during a counting of their inventory, and meet with PROVIDER as necessary, about operations under this Agreement.
  6. DEFAULT. If either PARTY shall fail to perform any of the covenants or obligations of performance and payment imposed upon it under and by virtue of this Agreement (except where such failure is excused under other provisions of this Agreement), the other PARTY shall give the defaulting PARTY written notice, stating specifically the cause for which the notice of default is given. If, within thirty (30) days after such notice, the defaulting PARTY does not commence with diligence to remove and remedy the default, then the PARTY not in default may cancel this Agreement without any further obligation by furnishing the defaulting PARTY a thirty (30) day notice of cancellation.
  7. NOTICE OF CLAIM AND FILING OF SUIT.
    1. Claims by CLIENT and all other persons must be presented in writing to PROVIDER within a reasonable time, and in no event any later than the earlier of: (i) sixty (60) days after delivery of the GOODS by PROVIDER, or (ii) sixty (60) days after CLIENT is notified by PROVIDER that loss or damage to part or all of the GOODS has occurred, whichever time is shorter. Each claim must contain information necessary to identify the GOODS affected, the basis for liability, the amount of the alleged loss or damage, and all appropriate supporting documentation.
    2. No lawsuit or other action may be maintained by CLIENT or others against PROVIDER for loss or damage to the GOODS unless timely written notice of claim has been given as provided in Section 21(A), and unless such lawsuit or other action is commenced by no later than the earlier of: (i) six (6) months after the date of delivery by PROVIDER, or (ii) within six (6) months after CLIENT is notified by PROVIDER that loss or damage to part or all of the GOODS has occurred, whichever time is shorter.
    3. When GOODS have not been delivered, notice may be given of known loss or damage to the GOODS via email to the CLIENT. Time limitations for presentation of claim in writing and maintaining of action after notice begin on the date of mailing of such notice by PROVIDER.
  8. NOTICES. Notices may be provided by email, or express courier (signature required). CLIENT is presumed to know the contents of all notices transmitted following this Section within five (5) days of transmittal. Each PARTY may update its address for notices by providing notice to the other PARTY that is consistent with this Section.

  9. TO CLIENT:
    (CLIENT BUSINESS NAME)

(BUSINESS REPRESENTATIVE NAME)
(CLIENT STREET ADDRESS)

(CLIENT CITY, STATE, ZIP CODE)

(CLIENT EMAIL)

TO PROVIDER:
AMSCO Distributing LLC, dba AMSCO Prep
11419 Smith Drive STE-B
Huntley, IL 60142
legal@amscoprep.com

  1. DOCUMENTS OF TITLE. Documents of title, including warehouse receipts, may be issued either in physical or electronic form at the option of the PARTIES. Any inconsistencies between the terms of the warehouse receipt and this Agreement shall be governed by this Agreement.
  2. ENTIRE AGREEMENT. All mutually executed Appendices, Rate Schedules, or other documents are hereby incorporated into and made a part of this Agreement. This Agreement embodies the entire agreement and understanding between the PARTIES and supersedes all prior agreements and understandings relating to the subject matter hereof.
  3. GOVERNING STATE LAW. This Agreement and the legal relationship between the PARTIES hereto shall be governed by and construed following the substantive laws of the State of Illinois, in the County of McHenry, including Article 7 of the Uniform Commercial Code as ratified in that state, notwithstanding its conflict of laws rules. Any lawsuit or other action involving any dispute, claim, or controversy relating to this Agreement shall be brought only in the appropriate state or federal court in Illinois.
  4. SEVERABILITY, WAIVER, AND ASSIGNMENT.
    1. If any term of provision of this Agreement, or any application thereof, shall be invalid or unenforceable, by order, decree, or judgment of a court of competent jurisdiction the remainder of this Agreement or any other application of such term or provision shall not be affected thereby but shall remain in full force and effect.
    2. PROVIDER’s failure to require strict compliance with any provision of this Agreement shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provision(s) of this Agreement.
    3. The provisions of this Agreement shall be binding upon the heirs, executors, successors, and assigns of both CLIENT and PROVIDER; contain the sole agreement governing GOODS tendered to the PROVIDER; and cannot be modified except by a writing signed by PROVIDER and CLIENT.
    4. CLIENT shall not assign or sublet this Agreement or its interest or obligations herein, including, but not limited to, the assignment of any monies due and payable, without the prior written consent of PROVIDER.
    5. PROVIDER may, in its sole and absolute discretion, assign this Agreement to an affiliate or subsidiary company or to any third party upon notice to CLIENT.
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