WAREHOUSE SERVICES AGREEMENT

This Warehouse Services Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE OWNER], having registered office at [INSERT ADDRESS OF THE OWNER] (hereinafter referred to as the “Owner” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE CUSTOMER], having registered office at [INSERT ADDRESS OF THE CUSTOMER] (hereinafter referred to as the “Customer” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Owner” and the “Customer” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Owner is engaged in providing warehousing services for the storage of goods.
2. The Customer is willing to utilize the storage facility provided by the owner.
3. The Owner and Customer mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Warehouse” shall mean a place where storage facility for the goods is provided by the owner.
   2. “Goods" shall refer to the types of goods or products to be stored, e.g., raw materials, finished products, etc.
   3. “Owner” shall mean an individual or an entity that owns the warehouse and is engaged in providing warehousing services.
   4. “Warehousing services” shall mean services related to storage, handling and care of goods.
   5. Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Owner) to the other party (Customer) in connection with this agreement, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   6. “Intellectual Property” refers to any patents, trademarks, service marks, trade names, copyright, trade secrets, know-how or other intellectual property rights, applications, registrations mentioned in this agreement thereof.
2. SCOPE
   1. This Agreement outlines the terms under which [INSERT NAME OF OWNER] (“Owner”) will provide warehousing, storage, handling, and related services to [INSERT NAME OF CUSTOMER] (“Customer”).
   2. The owner shall provide warehouse services as provided in Exhibit-A for the goods. The Customer shall be responsible for delivering the goods to the warehouse.
   3. The Owner shall store and handle goods as instructed, maintain suitable facilities, and exercise reasonable care in storage and handling. The Customer shall ensure goods comply with regulations, provide accurate instructions, and bear costs for special handling.
   4. The Owner is not obligated to store hazardous, illegal, or unsuitable goods.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. OBLIGATIONS OF CUSTOMER
   1. The Customer shall provide complete and accurate information about the goods including product descriptions, quantities, weights, and any special handling or storage requirements.
   2. The Customer shall obtain and maintain adequate insurance coverage for the goods stored at the warehouse. The insurance shall cover any loss, damage, or liability arising from the goods' storage, including but not limited to fire, theft, or damage caused by natural disasters.
   3. The customer shall comply with all the warehouse rules and regulations provided by the Owner.  These rules may pertain to safety, security, access, and any other relevant operational guidelines.
5. PAYMENT
   1. The Customer shall pay a maximum total of [INSERT AMOUNT] plus any other taxes imposed by any federal, state or local government and any other amounts owed under this Agreement mentioned in Exhibit-A, to the Owner for the storage facility. The Owner shall invoice the Customer on a [INSERT MONTHLY/QUATERLY BASIS]. All payments under this agreement shall be made in [INSERT FIAT CURRENCY] via [INSERT MODE OF PAYMENT].
   2. In the event of late payment, the customer shall be liable to pay a late fee of [INSERT PERCENTAGE] per month on the outstanding amount until the payment is made in full.
   3. In case of non-payment of fees or any breach in case of payment terms by the Customer, The Owner may at its own discretion, suspend or terminate the warehouse services until full payment is received.
6. HANDLING
   1. The Customer shall pay the Owner all applicable handling charges for receiving, unloading, storing, moving, and releasing Goods. Handling charges shall be calculated based on the type, weight, volume, or special requirements of the Goods, as agreed upon in the applicable rate schedule or as communicated by the Owner.
   2. All handling charges shall be invoiced and payable within [INSERT NUMBER OF DAYS FROM WHICH THE HANDLING CHARGES SHOULD BE TAKEN FROM DATE OF INVOICE] days from the date of invoice. Failure to make timely payments may result in additional fees, suspension of services, or a lien on the Goods as per the terms of this Agreement.
7. LIMITED WARRANTY
   1. The Owner is not liable for any loss or damage to Goods stored, handled, or transported unless such loss or damage results from the Owner’s failure to exercise reasonable care under the circumstances. The Owner is not responsible for any loss or damage that could not have been prevented with such care.
   2. The Owner is only liable for inventory shortages or unexplained losses if the Customer proves that such loss resulted from the Owner’s failure to exercise the required standard of care. No assumption of wrongdoing applies, and any claim must be supported by clear evidence. The Customer shall allow the Owner to inspect any damaged Goods related to a claim.
   3. The Owner is not responsible for any claim unless the Customer provides written notice within [INSERT NUMBER OF DAYS FROM WHICH THE OWNER WILL NOT BE RESPONSIBLE FOR ANY CLAIM] days of the Goods being released or upon notification of loss or damage by the Owner. Any legal action related to loss or damage must be filed within the earlier of: (i) [INSERT NUMBER OF MONTHS FROM THE DATE THE GOODS WERE DELIVERED UNDER WHICH THE ANY LEGAL ACTION SHOULD BE TAKEN] months from the date the Goods were delivered to the Customer, or (ii) [INSERT NUMBER OF MONTHS FROM THE DATE ON WHICH THE CUSTOMER WAS NOTIFIED UNDER WHICH ANY LEGAL ACTION SHOULD BE TAKEN] months from the date the Customer was notified of the loss or damage.
8. SECURITY AND DAMAGE
   1. The Owner shall exercise reasonable care in handling and storing the Customer's goods at all times during the term of this Agreement. The Owner shall take necessary precautions to protect the goods from damage or loss while they are in its possession. The Owner shall implement reasonable security measures to protect the goods stored in its warehouse facility. These security measures may include, but are not limited to, surveillance cameras, access controls, and security personnel.
   2. Upon receipt of the goods, the Owner shall conduct a thorough inspection to identify any visible damage or discrepancies in quantity. The Customer and the Owner shall jointly sign a receipt acknowledging the condition and quantity of the goods received.
   3. In case of any damage or loss of the products while in possession of the owner, the Customer cannot claim damages from the Owner apart from loss caused by owner’s negligence and improper actions. The Customer shall solely be responsible for the damages and loss. The Customer shall be responsible for ensuring that the goods stored in the warehouse are properly packaged and labeled to withstand normal handling and storage. The Customer shall also provide accurate and complete information about the goods to enable proper handling and storage.
9. LIEN
   1. The Owner shall have a lien on all Goods in its possession for any unpaid charges, including but not limited to storage, handling, and other related fees. If payments remain overdue for more than [INSERT NUMBER OF DAYS FOR WHICH THE PAYMENT SHOULD NOT BE OVERDUE] days, the Owner may, after providing notice, take appropriate action to recover the outstanding amounts, including the sale or disposal of Goods in accordance with applicable laws.
   2. Any proceeds from such action shall first be applied to outstanding charges, with any surplus returned to the Customer. The Owner’s rights under this clause are in addition to any other legal remedies available.
10. OWNERSHIP
    1. Owner hereby acknowledges that all right, title and interest in Goods shall at all times remain that of Customer, including all monetary profits (with the exception of owner payment, defined in this agreement) with respect to Warehouse services.
    2. Owner shall have no right, title or interest therein, and owner is not authorized to grant any right or license with respect thereto except as expressly set forth in and permitted under this agreement.
11. CONFIDENTIALITY
    1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
    2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
    5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
12. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS TO SEND NOTICE] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
13. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defence with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defence at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own wilful misconduct, negligence, or material breach of this Agreement.
14. LIMITATION OF LIABILITY
    1. In no event shall either party be liable with respect to any subject matter of this agreement for loss of profits, cost of procurement of substitute goods or services, or incidental, indirect, special, consequential or other similar damages under any contract, negligence, strict liability or other legal or equitable theory. Except with respect to a breach of this agreement, the liability of either party for any claim arising out of or in connection with this agreement shall not exceed the amount paid by Customer with respect to the Goods giving rise to such claim.
15. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
16. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Owner and Customer
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
17. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
18. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Day following resumption of regular postal service:
    2. If to the Owner: [INSERT EMAIL ID OR/AND ADDRESS OF OWNER]
    3. If to the Customer: [INSERT EMAIL ID OR/AND ADDRESS OF THE CUSTOMER]
    4. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
19. INDEPENDENT CONTRACTOR
    1. Nothing in this Agreement shall create any employment or agency between the parties or any of them. The parties shall work in the capacity of an independent contractor.
20. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
21. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions.
    3. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
22. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Owner

Name: [INSERT NAME OF OWNER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF OWNER]

Signed, sealed and delivered on behalf of Customer

Name: [INSERT NAME OF CUSTOMER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF CUSTOMER]

EXHIBIT-A

DESCRIPTION OF SERVICES AND PAYMENTS

[INSERT DESCRIPTION OF SERVICES]

[INSERT DESCRIPTION OF PAYMENTS]