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Terms and Conditions

Warehouse and Storage


The entire agreement between S9 Logistics and the customer identified on the Proposal (“Customer”) consists of: (i) the terms on the Proposal and any addenda thereto, (ii) these Terms and Conditions, (iii) the Warehouse Receipt, and (iv) any additional terms and conditions mutually agreed in writing by S9 Logistics and Customer ((i) through (iv) collectively, the “Agreement”)).


It is furthermore agreed that S9 Logistics’ Terms and Conditions are electronically published at, and S9 Logistics reserves the right to amend from time to time, without notice. In the event of any conflict between these Terms and Conditions as printed herein and the electronically published Terms and Conditions, the electronically published version shall control.




  1. “Customer” means the individual, company, firm, or entity for whom the Goods are stored and to whom the Warehouse Receipt is issued.

  2. “Proposal” means pricing proposal provided to potential customer(s) by S9 Logistics which includes the term, scope of work, and pricing.

  3. “Goods” means any property, equipment, or materials of whatever description tendered to S9 Logistics for handling, storing, and releasing on behalf of Customer.

  4. “Facility” means S9 Logistics’ warehouse facility or facilities, collectively, as set forth in the Proposal.


Tender and Acceptance for Services


  1. Pursuant to the Terms and Conditions, S9 Logistics agrees to provide customary warehouse services, as further described herein (“Services”) at S9 Logistics’ Facility in accordance with Customer’s reasonable instructions once Customer tenders its Goods to and is accepted by S9 Logistics.

  2. S9 Logistics may refuse to accept any Goods that, in the reasonable judgment of S9 Logistics, would cause contamination or damage to other goods stored in the Facility, and shall immediately notify Customer of such refusal in writing setting forth in reasonable detail the basis for S9 Logistics’ judgment as contemplated above. S9 Logistics may, in any reasonable manner, dispose of any Goods that, in S9 Logistics’ reasonable judgment, are damaged, infested, contaminated or likely to cause injury or damage, at Customer’s cost.

  3. S9 Logistics may refuse to accept any Goods that, in the reasonable judgment of S9 Logistics, would cause the materials to occupy more space in the Facility than is then available to Customer pursuant to the terms of this Agreement. S9 Logistics shall have no liability for any demurrage, detention, transportation, or other charges by virtue of any such refusal.

  4. All shipments are subject to inspection by S9 Logistics; by S9 Logistics’ Carriers for any transportation services provided, if any; and by any duly authorized government or regulatory entities, including but not limited to the U.S. Transportation Security Administration, U.S. Customs and Border Protection, and like entities. Notwithstanding the foregoing right to inspect shipments, S9 Logistics is not obligated to perform such inspection except as mandated by law. Further, S9 Logistics reserves the right to unilaterally reject any shipment that it deems unfit for transport, or for storage after inspection.

  5. S9 Logistics will store the Goods at its discretion at S9 Logistics’ warehouse location identified on the Warehouse Receipt. Upon ten (10) days prior notice provided to Customer, S9 Logistics may at its own expense, remove Goods to any other warehouse complex operated by S9 Logistics.

  6. Unless specifically agreed to in writing, S9 Logistics shall not be responsible for storage of the Goods in a temperature or humidity-controlled environment. Customer knowingly accepts that the Goods will be warehoused in a non-temperature/humidity-controlled environment. S9 Logistics will not be responsible for any loss or damage to the Goods that result from fluctuations in temperature range or in humidity levels of the warehouse.

  7. S9 Logistics reserves the right to terminate storage and to require the removal of the Goods, or any portion thereof, by giving Customer thirty (30) days advance written notice. Customer shall be responsible for payment of all charges attributable to said Goods within the stated period and for removing the Goods from the warehouse upon payment of all charges. If the Goods are not so removed, S9 Logistics may exercise its rights under applicable law including but not limited to selling the Goods.

Customer Obligations, Representations, and Warranties


  1. Customer represents and warrants that Customer has lawful possession of the Goods and has legally sufficient right, interest, and authority to store them with S9 Logistics. All stored Goods shall at all times be and remain the exclusive property of Customer. Customer agrees to notify all parties acquiring any interest in the Goods and further agrees to indemnify and hold S9 Logistics harmless from any claim by third parties relating to the ownership, storage, handling, or delivery of Goods, or from any other services provided by S9 Logistics. Such indemnification shall include any legal fees or costs incurred from any claim by a third party, regardless of whether or not litigation is actually filed.

  2. For all Goods, Customer shall provide to S9 Logistics all documents or information necessary or useful for the safe and proper warehousing, handling, storage, and transportation (if any) of the Goods. The rates and charges provided by S9 Logistics are based on the key assumptions and descriptions provided by the Customer. In the event that Goods tendered for Service do not conform in material respect to the description provided in advance by Customer or the key assumptions/profile provided varies from the actual profile, then S9 Logistics shall have the option (i) to reject such Goods, in which case customer shall bear all costs, expense, and liability from such rejection, or (ii) accept the Goods provided that Customer shall be liable for and shall pay the rates and charges applicable to the Goods and Service as properly described. If all such information and documents are not fully, accurately, and timely provided to S9 Logistics, Customer shall indemnify S9 Logistics for all consequences of such failure.

  3. Customer shall provide S9 Logistics with information concerning the Goods which is accurate, complete, and sufficient to allow S9 Logistics to comply with all laws and regulations concerning the storage, handling, and transporting of the stored Goods, as may be applicable to services undertaken by S9 Logistics, including without limitation whether the Goods qualify as “hazardous materials” under all applicable, local, state and federal laws and regulations.

  4. Unless otherwise made known to S9 Logistics in writing and accepted by S9 Logistics, Customer warrants that the Goods are not considered hazardous materials and/or dangerous goods at the time the Goods are tendered to S9 Logistics. If hazardous materials and/or dangerous goods are tendered for storage and accepted by the S9 Logistics, a notation shall be so made on the face of this Warehouse Receipt. Customer warrants that the Goods shall be limited to the permissible materials and quantities in the then current regulations, and agrees to properly classify the Goods, to accurately describe the Goods, and to provide S9 Logistics with all necessary or useful information for the safe storage and handling of the Goods including but not limited to, whenever applicable, Material Safety Data Sheets and/or Product Safety Data Sheets. If Customer breaches any of the foregoing warranties related to tender of hazardous materials or dangerous goods, or otherwise delivers any such unfit Goods to S9 Logistics, S9 Logistics shall be entitled to exercise all available remedies including the immediate destruction or removal of the Goods from the warehouse without notice to Customer. In the event of the foregoing breach of Customer warranties, Customer shall be liable for all expenses costs, losses, damages, fines, penalties or other expenses of any sort incurred by S9 Logistics in connection with the removal, or destruction, or handling of the Goods and shall indemnify S9 Logistics against all amounts, liabilities, claims, or damages arising in connection with the Goods. S9 Logistics shall not bear any liability of any kind arising from its disposal of the Goods under such circumstances, unless S9 Logistics’ decision was grossly negligent or made in bad faith. If S9 Logistics in good faith believes that the Goods are about to deteriorate or decline in value, or have so deteriorated or declined in value (i.e. the Goods are perishable, have a limited shelf-life or expiration, etc.), to less than the amount of S9 Logistics’ lien before the end of the next succeeding storage month, S9 Logistics may immediately exercise its S9 Logistics’ lien as provided by law.

  5. Customer warrants that the Goods are properly marked, labeled, and classified for handling and are fit for storage and any transportation as may be required. If S9 Logistics determines that the original palletization or organization of Goods must be broken down for storage purposes, S9 Logistics shall be authorized to break down the pallets without further notice required to the Customer.

  6.  Customer shall ship Goods to the Facility in Customer’s own name in care of S9 Logistics. Customer shall not ship Goods to S9 Logistics as the named consignee. If, in violation of the foregoing requirement, Goods are shipped to S9 Logistics as named consignee, then Customer shall provide S9 Logistics with documentation stating that S9 Logistics was named in error as consignee, and shall notify its carrier that S9 Logistics has no beneficial interest in, or title to the Goods. Whether S9 Logistics accepts or refuses Goods shipped in violation of this Section 2, Customer further agrees that it shall indemnify, defend, and hold S9 Logistics harmless from any and all claims for unpaid transportation charges, including undercharges, demurrage, detention, or similar charges in connection with Goods so shipped. S9 Logistics shall have the right to reject any goods shipped to S9 Logistics as consignee and shall have no liability for any loss, injury, or damage of any nature to, or related to, such goods.


Additional Services


  1. S9 Logistics may provide additional services to Customer as requested and as agreed. S9 Logistics’ handling charges assume and cover its ordinary labor involved in receiving the Goods at the warehouse door, placing the Goods in storage, and returning the Goods to the warehouse door. All handling charges become applicable upon the date that S9 Logistics accepts care, custody, and control of the Goods at the rates set forth in the Proposal. If S9 Logistics incurs costs or expenses because the Goods arrive at the Facility in damaged or loose condition, then S9 Logistics shall have the right to assess additional charges as set forth in the Proposal. S9 Logistics shall also have the right to assess additional charges for unloading or loading the Goods into cars or other vehicles not at the Facility door as set forth in the Proposal.

  2. Additional handling charges will apply whenever additional services are requested that are not explicitly included in Proposal to Customer. Such additional charges will be provided to Customer and will be invoiced to Customer in addition to any other charges due.

  3. Special services requested by Customer, including but not limited to, reporting marked weights, serial numbers, or other data from packages; physical verification of Goods; packaging or further palletization; and handling transit billing will be subject to charges as set forth in the Proposal.

  4. Warehouse labor required for special services other than agreed to handling and storage will be charged to Customer in accordance with the Proposal.

  5. For all Goods that exceed 5,000 lbs. per pallet, Customer must provide a minimum forty-eight (48) hour advanced notice prior to delivery and will be subject to the additional charges as set forth in the Proposal.

  6. S9 Logistics may furnish bracing, packing materials, or other special supplies, upon the request of Customer at a charge in addition to S9 Logistics’ cost.

  7. Goods must be received or delivered during the hours listed in the Proposal. By prior arrangement, the Goods may be received or delivered during other than usual business hours, subject to a charge as set forth in the Proposal.

Payment Terms


  1. The rates and charges applicable to warehouse storage, handling, and other services provided by S9 Logistics shall be set forth in the Proposal. The applicable rates and charges are due and payable by Customer monthly, in advance. S9 Logistics will issue the monthly statement, in advance to Customer and Customer shall pay S9 Logistics within fifteen (15) days of the invoice date unless otherwise agreed by the Parties in writing.

  2. S9 Logistics shall have the right to assess interest charges of 1.5% (but never exceeding the maximum legal rate) per month on any balance due S9 Logistics, which remains unpaid by Customer.

  3. Customer agrees that S9 Logistics shall have the right to any warehouseman lien available at law, howsoever arising over the Goods or Services, if Customer fails to maintain and uphold its covenants under this Agreement or any other agreement or account between Customer and S9 Logistics, including, but not limited to, timely payment for services and storage rendered, all lawful claims for money advanced, interest, insurance, transportation, labor, and other charges. In all instances where S9 Logistics stores Goods for Customer, S9 Logistics is a warehouseman as provided by law, and as such is entitled to all rights, remedies, liens, and other protections afforded a warehouseman. S9 Logistics shall have a lien on the Goods tendered by Customer and upon any and all property belonging to Customer in S9 Logistics’ possession, custody or control for all charges, advances or amounts of any kind due to S9 Logistics under any prior or subsequent invoices issued to Customer (including charges for storage, handling, transportation, demurrage, terminal charges, insurance, labor, and any other charges incurred). S9 Logistics shall have a lien on the Goods and may refuse to surrender possession of the Goods until all charges or debts are paid in full. If such amounts remain unpaid for 30 days after S9 Logistics’ demand for payment, S9 Logistics may sell the Goods at public auction or private sale or in any other manner reasonable and shall apply the proceeds of such sale to the amounts owed. Customer remains responsible for any deficiency outstanding to S9 Logistics.




This Agreement shall be for the term as set forth in the Proposal, unless sooner terminated by either Party in accordance with the terms of this Agreement. Upon such termination, the Parties shall cooperate and act in good faith to ensure the prompt return of Goods to Customer after prompt payment of all sums due S9 Logistics. If this Agreement has not been so terminated, and Goods must be stored with S9 Logistics beyond the termination date, then it shall automatically renew on a month-to-month basis.


Transfer, Termination of Storage, Removal of Goods


  1. Instructions to transfer Goods held by S9 Logistics are not effective until delivered to S9 Logistics, and all charges up to the time transfer is made in accordance with such instructions are chargeable to Customer. If a transfer requires re-handling of the Goods, then S9 Logistics may assess a charge for this service in accordance with the Proposal. 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. S9 Logistics shall have the right to assess an administrative charge for processing and issuing the new warehouse receipt in accordance with the fee set forth in Proposal. S9 Logistics shall have the right to move Customer’s Goods from the Facility to any other of S9 Logistics’ warehouses, after providing not less than fourteen (14) days’ advance written notice to Customer of such move if relocation of cargo is necessary to protect the integrity of the Goods or otherwise protect the Customer’s vested interested therein. If Customer objects to the proposed move within the 14-day period and elects to take delivery of the Goods in lieu of such movement, then S9 Logistics shall not assess storage charges for the current storage month. Customer shall expeditiously arrange transportation to take delivery of the Goods and bear all related costs and expenses.

  2.  S9 Logistics may, upon written notice to Customer or any other person known by S9 Logistics to claim an interest in the Goods, require the removal of the Goods by the end of the next succeeding month (the end of the month following the month in which notice is given). If Customer has not removed the Goods by the end of the next succeeding month as directed, then S9 Logistics shall have the right to dispose of the Goods by public or private sale to recover any unpaid balance owed by Customer to S9 Logistics. Any remaining proceeds from such sale shall be remitted to Customer.

  3. If S9 Logistics reasonably believes that the Goods have become, or may become, an immediate hazard to other property, to the Facility, or to any person, then S9 Logistics may immediately dispose of the Goods and, in such instance, S9 Logistics shall have no duty to provide advance notice to Customer or any other person believed to have an interest in the Goods; provided however, that S9 Logistics shall use commercially reasonable efforts to provide advance notice to Customer in writing or by telephone. S9 Logistics shall prepare a written record of the circumstances giving rise to the disposal, including a description of the hazard, or potential hazard, and the cause (if known). Customer shall bear the costs and expenses of disposal.




  1. S9 Logistics shall not be liable for any loss or destruction of or damage to the Goods, however caused, unless such loss, damage or destruction resulted from S9 Logistics’ failure to exercise reasonable care under like circumstances regarding the Goods. S9 Logistics is not liable for damages which could not have been avoided by the exercise of such care.

  2. In no event shall S9 Logistics be liable for any loss or damage caused by:

    1. acts of God; public authorities acting with actual or apparent authority; strikes; labor disputes; weather; mechanical or equipment failures; cyberattacks; civil commotions; hazards incident to a state of war; acts of terrorism; acts or omissions of customs or quarantine officials; acts of carriers related to security; the nature of the freight or any defects thereof; inherent vice of the goods; perishable qualities of the merchandise; fires; frost or change of weather; sprinkler leakage; floods; wind; storm; moths; public enemies; or other causes beyond its control;

    2. fragile articles injured or broken, unless packed by S9 Logistics’ employees and unpacked by them at the time of delivery;

    3. pilferage or theft, unless such loss or damage is caused by the failure of S9 Logistics to exercise such ordinary or reasonable care required by law; and

    4. concealed damage, or for losses incurred due to the concealed damage of the Goods.

  3. S9 Logistics shall not be liable for demurrage or detention, delays in unloading inbound cars, trailers, or other containers, or delays in obtaining and loading cars, trailers, or other containers for outbound shipment unless caused by S9 Logistics’ negligence and not due to factors outside of S9 Logistics’ reasonable control.

  4. In the event of loss or damage to the Goods for which S9 Logistics is legally liable, S9 Logistics’ liability shall be limited to actual value of the Goods, subject to a maximum of USD $0.50 per pound of goods stored, unless Customer declared a higher value for the goods and S9 Logistics agrees in writing to purchase insurance for the Goods at Customer’s benefit, and Customer has paid the supplementary charge in accordance with the terms herein.


Force Majeure


Each Party shall be relieved of its respective obligations under this Agreement, other than payment obligations, for the duration of any force majeure event, which shall include acts of God, flood, earthquake, hurricane, tornado, riot or civil disturbance, acts of public enemy, acts of terror, war, insurrection, sabotage, labor disturbance, governmental order or decree, breakdown of equipment, inability to procure materials or equipment from usual sources of supply, or similar events beyond the reasonable control of the Party. The Party experiencing a force majeure shall provide written notice to the other Party within three (3) days of the onset of such event and again within five (5) days of the end of such event. The initial notice shall describe the force majeure, including its cause and likely duration.




  1. Customer represents and warrants that it maintains first party property and casualty insurance coverage on the Goods, and that Customer shall maintain such insurance at all times pertinent to this Agreement, including without limitation, at the time of tender of the Goods to S9 Logistics, throughout the time that the Goods are stored at the Facility, and at the time the Goods are transferred out of the Facility. Customer recognizes and understands that S9 Logistics does not and will not maintain first party property and casualty insurance coverage on the Goods at any time, and that any potentially relevant insurance coverage maintained by S9 Logistics is fault-based liability insurance only.

  2. Where loss or injury occurs to Goods for which S9 Logistics is not responsible, Customer shall be responsible for the cost of removing and disposing of such Goods, including without limitation, the cost of any resulting environmental cleanup and/or site remediation.

  3. Customer expressly agrees that S9 Logistics shall not be liable for any special, indirect, punitive, liquidated, exemplary, or consequential damages of any kind, including without limitation lost profit, loss of good will, lost use, lost business, or chargebacks or fines imposed by Customer’s customer or consignee, arising out of, or in any way connected to, this Agreement.




  1. Customer shall indemnify, defend, and hold S9 Logistics harmless and defend him from any and all harm, loss, liability, cost, penalty, fine, injury, and expense (including reasonable attorneys’ fees) (collectively, “Losses”) which arises in connection with (i) Customer’s failure to comply with its obligations under this Agreement, including without limitation any Losses resulting from or connected with the hazardous, toxic, corrosive, dangerous, or harmful nature of the Goods; and (ii) any injury to or death of any persons authorized by S9 Logistics to be present at the Facility or damage to property whatsoever (including a third party’s) in relation to storage, handling or transporting of the Goods, to the extent caused by Customer’s negligence or intentional misconduct. It is agreed and understood that damage to property includes without limitation damage to the environment, contamination, pollution, and/or release into the atmosphere, ground, or water.

  2. S9 Logistics shall defend, indemnify, and hold Customer harmless from any and against all Losses to the extent resulting from S9 Logistics’ negligence or intentional misconduct, including (i) the injury to or death of any persons authorized by S9 Logistics to be present on said property, (ii) damage to property (including third party property), or (iii) environmental liability unless caused by Customer’s negligence. In no event will S9 Logistics’ liability hereunder exceed the compensation actually paid by Customer to S9 Logistics for the Services for the three (3) month period preceding the events underlying the claim for indemnification.

  3. In the event that Customer instructs or otherwise authorizes S9 Logistics to ship Goods using a specified third party shipping service, Customer shall be fully responsible directly to that shipping service for all associated charges and, except to the extent resulting from any negligence or intentional misconduct on the part of S9 Logistics, shall defend, indemnify and hold S9 Logistics harmless from and against any and all past, present or future claims, demands, obligations, actions or causes of action asserted by third parties which arise out of such shipment, including without limitation claims by the shipping service for payment and all other claims for damages, costs, fees, losses of service, compensation, interest or expenses of any nature whatsoever.


Notice of Claim


  1. Any claim by Customer for loss, damage, or injury to the Goods must be presented in writing to S9 Logistics within thirty (30) days of (i) the date on which the Customer receives written notice of the loss, damage, or injury from S9 Logistics, (ii) delivery of the Goods by S9 Logistics to Customer, or (iii) the date on which Customer first knew or should have known of the loss, damage, or injury, whichever occurs first.

  2. No civil action or lawsuit may be maintained by Customer against S9 Logistics for loss, damage, or injury to the Goods unless a timely written claim has been made as provided in paragraph (a) of this section, and unless such action or lawsuit is commenced within one (1) year of the date of the written claim to S9 Logistics.

  3. Severability and Waiver

  4. If any provision of this Agreement if found by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be severed, and the remaining provisions of this Agreement shall not be affected thereby but shall continue in full force and effect.

  5. Either Party’s failure to require strict compliance with any provision of this Agreement on any occasion or number of occasions shall not constitute a waiver of its right to require strict compliance with that or any other provision(s) of this Agreement. In order to be effective, any waiver must be in writing and executed by the Parties.




The relationship between the Parties under this Agreement is that of an independent contractor. This Agreement and the Parties’ business relationship are not, and shall not be deemed to create any agency, partnership, joint venture, or employer-employee relationship. It is agreed and understood that S9 Logistics may, in its sole discretion, provide services to Customer, in whole or in part, by engaging subcontracted service providers. In such event, S9 Logistics shall use due care in order to select competent service providers and this Agreement shall remain in effect, as between S9 Logistics and Customer.




S9 Logistics may assign this Agreement to any member of its corporation in its sole discretion without providing notice to, or obtaining the consent of, Customer. Otherwise, either Party may assign this Agreement only upon the advance written consent of the other Party, which consent shall not be unreasonably withheld.




This Agreement constitutes the entire agreement between the Parties and supersede any other representations, statements, agreements, and understandings with respect to the subject-matter hereof. This Agreement may not be modified, amended, or altered except by a written instrument duly executed by the authorized representative of each Party. No bill of lading, tariff, circular, pricing schedule, proposal, shipping paper, or similar document shall modify, amend, alter, or augment this Agreement unless incorporated by the Parties via a separate, duly executed written instrument.


Governing Law and Venue


This Agreement shall be governed by the laws of the State of California without regard to any conflict of law provision. Each Party consents to the jurisdiction of the Courts of California or the United States District Courts of California and hereby waives any claims or defense that such forum is not convenient or proper. The Parties agree that any such court shall have in person jurisdiction over it, and consents to service of process in any matter authorized by state or federal law. This Agreement, related Proposals, and related warehouse receipts for each tender of Goods hereunder constitute a “Warehouse Receipt” for the purposes of Sections 7201-7210 Chapter 2 of the Uniform Commercial Code as enacted in the State of California. The parties further acknowledge that S9 Logistics utilizes an electronic warehouse management system (“WMS”). Entries in the WMS may include the warehouse location, date received, description, and quantity/number. This Agreement incorporates the information stored in the WMS by reference.




All notices hereunder will be in writing and will be sent by any commercially reasonable means of communication providing delivery receipt to the sender, including but not limited to overnight courier, confirmed facsimile transmission, or certified mail. Notices to Customer shall be delivered to the address set forth on the Warehouse Receipt and notices to S9 Logistics shall be delivered to 2760 Moore Ave., Fullerton, CA 92833, unless otherwise agreed by both parties in writing.

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