Terms and Conditions

  1. Definitions.  (a) “Agreement” shall mean the representations, promises, agreements, or understandings between Maquette and the Customer for Services, including, but not limited to, those set forth on invoices, bills of lading, waybills, warehouse agreements, storage agreements, warehouse receipts, pickup and delivery receipts, transportation agreements, contracts of carriage, service agreements, installment agreements, and any other similar documents. These terms and conditions are incorporated in and made a part of the Agreement. (b) “Customer” shall mean the person or entity for whom Services are provided and any agent, representative, or contractor thereof, including, but not limited to, any person or entity that has consigned goods to the Customer and any shipper, consignor, consignee, exporter, importer, owner, bailor, bailee, warehouseman, forwarder, broker, insurer, or carrier engaged separately by the Customer, as well as the Customer’s heirs, executors, successors and assigns. (c) “Customer’s Mailing Address” shall be the first address provided by the Customer to Maquette, unless the Customer changes its address in accordance with these terms and conditions. (d) “Maquette” shall mean Maquette Fine Art Services, LLC. and any of its past or present affiliates, operating divisions, parent corporations, subsidiaries, directors, officers, agents, employees, and representatives. (e) “Maquette’s Mailing Address” shall be 48-49 35th Street, Long Island City, New York 11101.  (f) “Services” shall mean any and all services provided by or on behalf of Maquette including, but not limited to, warehousing of goods; building of crates; crating of goods; packing, padding, papering, and boxing of goods; importing and exporting of goods; outturning of goods; rigging of goods; screening and inspection of goods; viewing of goods; collecting of goods; loading and unloading of goods; hoisting and lowering of goods; transportation of goods; installation and de-installation of goods; removal and attachment of fittings, such as curtains, mirrors, fixtures, pictures and electronics; and re-laying of floor coverings and other similar services. (g) Other words and phrases that appear in quotation marks and that are bolded have special meanings. (h) The use of a disjunctive term (“or”) incorporates the conjunctive (“and”), and vice versa, as necessary to bring within the scope of these terms and conditions. The singular form of any word includes the plural, and vice versa, as necessary to bring within the scope of these terms and conditions.

  2. General Conditions.  (a) ALL SERVICES BY OR ON BEHALF OF MAQUETTE FOR THE CUSTOMER SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN. (b) The Customer must notify Maquette of any change to the Customer’s contact information by: (i) mailing the change in the Customer’s contact information in writing by certified mail-return receipt requested or (ii) emailing the change in the Customer’s contact information to: info@maquettefas.com. Upon receipt by Maquette of the change in the Customer’s contact information, Maquette shall acknowledge, in writing, receipt of the change in the Customer’s contact information.  Notice of any change in the Customer’s contact information shall not be valid or binding upon Maquette, if not made in accordance with these terms and conditions and acknowledged in writing by Maquette. (c) Maquette’s Mailing Address and telephone number (212) 925-3067 shall be used by the Customer to make inquiries concerning the Services provided by or on behalf Maquette.

  3. Storage and Facility. (a) In the event Maquette has agreed to provide storage Services to or on behalf of the Customer, subject to the rates, terms, and conditions set forth in the Agreement, including, but not limited to, the limitations and restrictions contained in the “Goods” section herein, Maquette agrees to store goods for or on behalf of the Customer, who represents and warrants that it is a merchant, in the warehouse premises identified on the written Agreement (the “Facility”). (b) The Customer acknowledges and accepts that the Facility is not temperature controlled or climate-controlled, unless Maquette specifically states in writing that it agrees to exercise reasonable care to maintain the temperature of the Facility at specific temperatures or to maintain the relative humidity in the Facility at specific percentages. (c) In the event Maquette specifically states in writing that it agrees to exercise reasonable care to maintain the temperature of the Facility at specific temperatures or to maintain the relative humidity at specific percentages, the Customer acknowledges and accepts that Maquette cannot and does not guarantee these temperatures or relative humidity. The Customer shall not attempt to change or change the temperature or relative humidity in the Facility. If the Customer attempts to change or changes the temperature or the relativity humidity in the Facility, it shall be a material breach of the Agreement, and Maquette may, in its sole discretion, immediately terminate the Agreement. Further, if the Customer attempts to change or changes the temperature or relative humidity in the Facility, the Customer agrees to be liable for and, to the fullest extent permitted by law, to defend, indemnify, and hold Maquette harmless from any claim, action, proceeding, liability, loss, damage, fine, penalty, cost, and expense, including, but not limited to, attorney's fees, caused by, arising from, or related in any way to any change in the temperature or relative humidity in the Facility.

  4. Rates. (a) All goods that are accepted by Maquette for Services are subject to these terms and conditions at the rates and charges provided by Maquette to the Customer, including, but not limited to, the rates and charges set forth herein. (b) Monthly storage charges do not include any other charges for Services, including, but not limited to, moving goods to or from the Facility. (c) Other charges for Services include, but are not limited to, pick-up, delivery, ordinary labor and materials offsite, ordinary warehouseman’s labor and materials at the Facility, rigging offsite, and rigging at the Facility charges. (d) For Services that require special handling, such as the collection, packing, loading, unloading, or storage of damaged, oversized, or unstable goods, or hoisting or lowering of goods, Maquette shall provide the Customer with a quote in advance that shall be subject to the “Quotes” section herein. (e) Charges related to packing and moving do not include the labor and materials to take down or put up curtains, mirrors, fixtures, pictures, electronics, or other fittings; the re-laying of floor coverings; or other similar Services, but if such Services are ordered, a charge shall be made and the Customer agrees to pay those charges. (f) Unless otherwise agreed in writing between Maquette and the Customer, the choice of packing materials shall be left to the sole discretion of Maquette or its third-party subcontractor.

  5. Acceptance and Application. (a) The act of tendering goods by the Customer to Maquette for Services shall constitute acceptance by the Customer of these terms and conditions. b) Maquette and the Customer acknowledge and agree that these terms and conditions are applicable to all of Maquette’s invoices, bills of lading, waybills, warehouse agreements, storage agreements, pickup and delivery receipts, transportation agreements, contracts of carriage, installment agreements, service agreements, and any other similar document, and are incorporated therein and made a part of those documents. To the extent that any of the terms and conditions in those documents conflict with the terms and conditions herein, those conflicting terms and conditions are void, invalid, or otherwise unenforceable and are superseded by and replaced with the terms and conditions herein. These terms and conditions are not applicable to Maquette’s Self-Storage Occupancy Agreement. (c) The Customer acknowledges and agrees that it is responsible for providing notice and a copy of these terms and conditions to all of its agents, representatives, and contractors.

  6. No Agency Relationship. (a) Subject to any applicable law, statute, regulation, treaty, or convention, these terms and conditions shall not be construed as creating an agency relationship between Maquette and the Customer.  (b) Maquette shall act at all times as an independent contractor, even when providing Services pursuant to a duly authorized power of attorney issued by the Customer. (c) The Customer does not have any right, power, or authority to act on behalf of Maquette or to legally bind Maquette.

  7. Services by Third Parties.  (a) Unless otherwise agreed in writing between Maquette and the Customer, Maquette shall be entitled to subcontract the whole or any part of any Service provided hereunder to third parties.  (b) Maquette shall exercise reasonable care in the selection of third-party subcontractors, but assumes no liability and shall not be held responsible for any loss, damage, injury, expense, or delay caused by their actions or omissions, except as provided in the “Liability of Maquette” section herein. (c) It is agreed that third-party subcontractors providing Services hereunder shall be considered intended beneficiaries of these terms and conditions, but nothing in these terms and conditions shall be construed as limiting or relieving such third parties of liability to Maquette or the Customer for any loss, damage, injury, expense, or delay resulting from their acts or omissions.

  8. Quotes:  All fee and rate quotes provided by Maquette to the Customer are for informational purposes only and are subject to change without notice.  Under no circumstance shall a quote be binding upon Maquette unless Maquette undertakes in writing to provide Services thereunder at a specific and fixed fee or rate prior to the tender and acceptance of goods. These terms and conditions are incorporated in and made a part of all quotes provided by Maquette to the Customer.

  9. Term and Cancellation.  In the event Maquette has agreed to provide storage Services to or on behalf of the Customer and where no fixed period of storage is provided in the Agreement, the term of the Agreement shall be from the date the goods are tendered or consigned to Maquette and Maquette accepts the goods for storage and continues month-to-month until either the Customer or Maquette terminates the Agreement with not less than thirty (30) days written notice. However, Maquette may immediately terminate the Agreement with written notice to the Customer, to the extent of a material breach of the Agreement by the Customer and to the extent otherwise permitted by the Agreement. (b) The written notice, which must state the date of termination, shall be sent in accordance with the “Notice” section herein. (c) Upon termination of the Agreement, the Customer shall pay Maquette all charges for Services in full before the removal or delivery of any goods from the Facility, including, but not limited to, storage charges up to the date of release of the goods. (d) Maquette’s and the Customer’s rights and obligations under these terms and conditions shall survive the termination of the Agreement, including, but not limited to, the “Billing and Payment,” “Goods,” “Denial of Access to Goods,” “Liability of the Customer,” “Indemnification, Defense and Hold Harmless,” “Insurance,” “Liability of Maquette,” “Removal and Disposal,” “Lien,” “Shipment to Warehouse,” “Claims,” “Limitation on Actions,” “Jurisdiction and Waiver,” “Waiver of Trial by Jury,” “Accurate Information,” and “Legal Compliance” sections herein.

  10. Billing and Payment. (a) Monthly storage charges, for each full or partial month, are payable in advance at the Facility on the first (1st) day of each month. (b) To the extent any goods are stored at the Facility, regardless of the total square footage, Maquette shall charge a monthly flat charge (the “Flat Charge”) plus a storage charge based on the square footage stored at the Facility, as described more fully below. For the first month of storage, Maquette shall charge the Flat Charge plus the storage charge based on the initial estimated square footage of goods to be stored at the Facility at the monthly storage rate (the “Initial Estimated Storage Charge”). For any subsequent month of storage, Maquette shall charge the Flat Charge plus the “Estimated Storage Charge.”  The Estimated Storage Charge shall be based on the total square footage on the last day of the prior month at the monthly storage rate and shall be adjusted based on storage during the prior month (the “Prior Storage”). The Prior Storage shall be based on the sum of daily storage, which shall be based on the total square footage stored at the Facility at the end of that day at the daily per square foot rate (monthly storage rate/number of days in the month), for each day of the prior month. To the extent the Prior Storage is less than the Initial Estimated Storage Charge or the Estimated Storage Charge for the prior month, whichever is applicable (the “Prior Estimated Storage Charge”), the Estimated Storage Charge shall be reduced by the difference between the Prior Estimated Storage Charge and the Prior Storage. To the extent the Prior Storage is greater than the Prior Estimated Storage Charge, the Estimated Storage Charge shall be increased by the difference between the Prior Storage and the Prior Estimated Storage Charge.  (c) All rates and charges are subject to an annual escalation of up to 4% unless otherwise agreed in writing by Maquette.  (d) In addition to the monthly storage charge, the Customer shall pay: (i) a late charge of $25.00 for any month in which the monthly charges are more than ten (10) days late, (ii) an additional late charge of $25.00 for each full or partial month thereafter until the overdue charges are paid in full, (iii) a $25.00 charge for any payment returned uncollected, (iv) interest at a rate of two percent (2%) per month on any overdue charges, and (v) other charges as described in the Agreement. (e) Maquette may increase the monthly storage charge or any other charge at the beginning of any month. Maquette shall give not less than forty-five (45) days written notice of the increase to the Customer by mailing it to the Customer’s Mailing Address. (f) Maquette shall invoice the Customer in advance for any recurring charges, such as monthly storage charges and Valuation. Maquette shall invoice the Customer for all other Services rendered at the time of service. However, Maquette reserves the right, and may, in its sole discretion, require payment from the Customer for Services prior to performance of said Services by or on behalf of Maquette.  (g) The Customer shall at all times maintain a valid credit card on file with Maquette. The Customer authorizes Maquette to charge the Customer’s credit card to satisfy any and all amount due to Maquette, unless Maquette permits the Customer to pay for charges by cash, money order, or check. Payments received by the Customer may be applied first to interest, late charges, and the oldest storage charges due, in the sole discretion of Maquette. If the Customer delivers a check to Maquette, which is not honored for any reason, the Customer shall make all future payments hereunder by cash, bank or cashier's check, or money order. (h) Final payments for all unpaid charges shall be due and immediately payable prior to final release of any goods by Maquette.

  11. Goods. (a) The Customer represents and warrants that the Customer has lawful possession of the goods as well as the right and authority to tender or consign those goods to Maquette and have Maquette release or deliver those goods to other persons or entities. The Customer further represents and warrants that the goods are free from any liens or encumbrances. (b) The Customer shall NOT store or consign to Maquette: (i) contraband or illegal substances; (ii) firearms or ammunition; (iii) inflammable, combustible, explosive, chemical, noxious, or other dangerous items; (iv) animals, food, plants, or other biological or hazardous items; (v) items with infestations, pests, or other nuisance; (vi) items that the Customer does not have title to, lawful possession of, or right of possession; (vii) money, notes, accounts, bills, deeds, evidences of debt, or other valuable papers or records; (viii) jewelry, watches, furs, garments trimmed with fur, bullion, precious metals, precious or semi-precious stones or gems, stamps or coins whose values exceed face value, unless Maquette specifically agrees in writing to allow the Customer to tender or consign to Maquette such items; (ix) items that require refrigeration; or (x) items that require temperature or climate control, unless Maquette specifically states in writing that it agrees to exercise reasonable care to maintain the temperature of the Facility at specific temperatures or to maintain relative humidity in the Facility at specific percentages (the “Prohibited Goods”). (c) If the Customer tenders or consigns any of the Prohibited Goods to Maquette, whether or not willfully disguised by the Customer, the Customer agrees to be liable for and, to the fullest extent permitted by law, to defend, indemnify, and hold Maquette harmless from any claim, action, proceeding, liability, loss, damage, fine, penalty, cost, and expense, including, but not limited to, attorney's fees, caused by, arising from, or related in any way to the Prohibited Goods. (d) Should Maquette, in its sole discretion, determine that any of the goods require treatment, fumigation, cleanup, disposal, or relocation for the protection of other goods, personal property, the Facility, Maquette, and other third parties, Maquette may render such service and the Customer shall be liable to Maquette for those services and agrees to pay for those services.

  12. Denial of Access to Goods. If the Customer does not pay in full the monthly storage charges and any other charges when due, Maquette, at any time and in its sole discretion, may deny Customer access to the Facility and the goods until the Customer pays those charges.

  13. Liability of the Customer.  In addition to the liabilities set forth in the “Storage and Facility,” “Goods,” “Removal and Disposal,” “Lien,” “Shipment to Warehouse,” and “Accurate Information” sections herein the Customer shall remain liable to Maquette for (i) all unpaid monthly storage charges and any other charges and (ii) any claim, action, proceeding, liability, loss, damage, fine, penalty, cost, and expense, including, but not limited to, attorney's fees, caused by, arising from, or related in any way to any non-compliance or breach of this Agreement by the Customer, including, but not limited to, any breach of the representations or warranties made by the Customer in this Agreement.

  14. Indemnification, Defense, and Hold Harmless. In addition to the indemnification, defense, and hold harmless agreed by the Customer in the “Storage and Facility,” “Goods,” “Shipment to Warehouse,” and “Accurate Information” sections herein, Customer agrees, to the fullest extent permitted by law, to defend, indemnify, and hold Maquette harmless from any claim, action, proceeding, liability, loss, damage, fine, penalty, cost, and expense, including, but not limited to, attorney's fees (“Claims”), (i) caused by, arising from, or related in any way to the Customer’s goods or an act or omission of the Customer or (ii) concerning title to, lawful possession, or right of possession of the goods or any liens or encumbrances on the goods, including, but not limited to, Claims for or related to personal injury (including death) and property damage.

  15. Insurance.  Maquette is not an insurer of goods. The Customer agrees to maintain its own insurance on the goods for any loss, damage, expense, or delay while they are in Maquette’s care, custody, or control in an amount at least equal to the value of the goods. The Customer’s insurance shall be considered as being for the benefit of the Customer and Maquette. Further, to the extent not prohibited by law, the Customer agrees: (i) to waive its right to make a claim against Maquette, (ii) to make a claim against its insurer only and not against Maquette, and (iii) to have its insurer waive any right of subrogation against Maquette.

  16. Liability of Maquette.  (a) Maquette shall only be liable for its negligent acts that are due to its failure to exercise reasonable care that are the direct and proximate cause of any loss, damage, injury, expense, or delay, including, but not limited to, any loss or damage to goods or delay to a shipment of goods, and shall be free of any responsibility or liability as set forth in this section below and the “Services by Third Parties,” “Shipment to Warehouse,” “Transfer, Release, and Delivery,” and “Legal Compliance” sections herein. (b) In consideration of the rates charged by Maquette, Maquette’s liability, if any, to the Customer for any and all Services provided by or on behalf of Maquette shall be limited to the amount of actual loss or damage, repair costs, or two thousand dollars ($2,000.00) per warehouse receipt, bill of lading, or other similar document, whichever is less. (the “Standard Liability Limitation”), unless the Customer procures “Valuation” in accordance with subsections (c) and (d) below. (c) If the Customer wants to procure Valuation for any goods while in Maquette’s care, custody, and control, the Customer must make a written request on Maquette’s pre-addressed request form, which is available upon request, and incorporated in and made a part of this Agreement, that (i) identifies the goods for Valuation (the “Declared Goods”); (ii) states the value of the Declared Goods (the “Declared Value”); (iii) represents and warrants that the Declared Value does not exceed the actual market value of the Declared Goods at the time of tender to Maquette or at the time of request, whichever is higher; (iv) declares the requested valuation for the Declared Goods (the “Declared Limit”); (v) accepts the deductible for Valuation, if applicable; and (vi) states that the Customer shall pay all costs for Valuation for the Declared Goods. The rates for Valuation are available upon request. To the extent that Maquette accepts the Customer’s request for Valuation and the Customer pays in full for Valuation in accordance with subsection (d) below, Maquette’s liability for any loss or damage to the Declared Goods or delay to shipment of Declared Goods shall be limited to the amount of actual loss or damage, repair costs, or the Declared Limit, whichever is less. (d) Any request for Valuation or modification of Valuation, such as modification to the Declared Limit, must be made in accordance with subsection (c) above and must be given to Maquette prior to the Customer’s tender of the Declared Goods to Maquette and for the Declared Goods that are already in storage at the Facility, by the 20th of the preceding month of the month that the Customer wants Valuation or modification of Valuation to be effective for those goods. Valuation shall not be effective and the Standard Liability Limitation shall apply unless full payment for Valuation is made to Maquette prior to the Customer’s tender of the Declared Goods to Maquette, and for the Declared Goods that are already in storage at the Facility, prior to the month that the Customer wants Valuation or modification of Valuation to be effective for those goods. (e) In the absence of a written request and full payment in compliance with subsections (c) and (d) above for Valuation, the Customer shall have elected the Standard Liability Limitation set forth in subsection (b) above to apply to Maquette’s liability, if any, for any loss or damage to goods or delay to a shipment of goods. (f) Where the Customer’s goods are transported by interstate motor carriage, the Agreement shall constitute the entire contract of carriage between the Customer and Maquette.  The Customer further agrees to waive any and all rights and remedies under Title 49, Subtitle IV, Part B of the U.S. Code, pursuant to 49 U.S.C. § 14101, and agrees that its exclusive remedy for breach of the Agreement shall be an action filed in accordance with the “Jurisdiction and Venue” section herein. (g) Notwithstanding anything to the contrary, Maquette shall not be liable for (i) any loss or damage caused by, arising from, or related in any way to acts of God, war, terrorism, random acts of violence, act of public enemy, acts of public authority, quarantines, seizure under legal process, riot or civil commotion, strike, or any other reason that is beyond Maquette’s control, or any other excuse provided by law; (ii) any loss or damage caused by, arising from, or related in any way to faulty, inadequate, or defective planning, design, materials, or maintenance of the goods; (iii) any special, indirect, incidental, punitive, or multiplied damages, including, but not limited to, lost profits or loss of market, even if Maquette has been placed on notice, or should have reasonably known, of the possibility of such damages; (iv) any fragile items not packed by Maquette; (v) any mechanical or electrical functioning items; (vi) any of the Prohibited Goods, unless Maquette specifically states otherwise in writing for such items; and (vii) any loss, damage, expense, or delay caused by, arising from or arising in, or related in any way to wear and tear, inherent vice, infestation, rust, lack or failure of refrigeration, change in temperature of the goods, the temperature in the Facility, the climate in the Facility, fumigation, deterioration, defect in or failure of any packing material, mold, or the Prohibited Goods.

  17. Removal and Disposal.   (a) Maquette may, upon written notice to the Customer and any other person known to claim an interest in the goods, require removal of goods from the Facility within thirty (30) days after notice is given. If the goods are not removed within the time specified in the notice, which shall be a minimum of thirty (30) days after the date notice was given, they may be sold in accordance with Article 7-210 of the Uniform Commercial Code (“UCC”) or any other applicable law. (b) If Maquette in good faith believes the goods are about to deteriorate or decline in value to less than the amount of its lien within the time set forth in subsection (a) above, it may specify in the notice any reasonable shorter time for removal of the goods, and if the goods are not removed, Maquette may sell them at public sale held not less than one week after a single advertisement or posting, pursuant to Article 7-206 of the UCC or any other applicable law. (c) If, as a result of a quality or condition of goods of which Maquette did not have notice of at the time of deposit, the goods are a hazard to other property, or to the Facility, or to other persons, Maquette may sell the goods at public or private sale without advertisement or posting on reasonable notification to all persons known to claim an interest in the goods, pursuant to Article 7-206 of the UCC or any other applicable law. Further, if Maquette, after a reasonable effort, is unable to sell the goods, it may dispose of them in any lawful manner and shall not incur any liability by reason of that disposition. (d) Any removal, disposal, or sale as set forth in subsections (a)–(c) above shall not relieve the Customer of its obligation to pay all outstanding charges.

  18. Lien.  (a) Maquette shall have a lien on all goods covered by a warehouse receipt or other Agreement or on the proceeds thereof in its possession for charges for storage or transportation, including demurrage and terminal charges, insurance, labor, or other charges, present or future, in relation to the goods and for expenses necessary for preservation of the goods or reasonably incurred in their sale pursuant to law, pursuant to Article 7-209 of the UCC or any other applicable law. If the Customer is liable for similar charges or expense in relation to other goods whenever deposited, Maquette shall also have a lien for charges and expenses in relation to those goods covered by the warehouse receipt or other Agreement or on the proceeds thereof in its possession for those charges and expenses, whether or not the other goods have been delivered by the warehouse, pursuant to Article 7-209 of the UCC or any other applicable law. Upon notifying all persons known to claim an interest in the goods in accordance with Article 7-210 of the UCC or any other applicable law, this lien may be enforced by public or private sale of the goods in bulk or in packages, at any time or place and on any terms which are commercially reasonable without judicial hearing, pursuant to Article 7-210 of the UCC or any other applicable law. (b) Maquette shall have a lien on all goods covered by a bill of lading or on the proceeds thereof in its possession for charges after the date of Maquette’s receipt of the goods for storage or transportation, including demurrage and terminal charges, and for expenses necessary for preservation of the goods incident to their transportation or reasonably incurred in their sale pursuant to law, pursuant to Article 7-307 of the UCC or any other applicable law. Upon notifying all person known to claim an interest in the goods in accordance with Articles 7-210(b) or 7-308 of the UCC, whichever may be applicable, or any other applicable law, this lien may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place and on any terms which are commercially reasonable without judicial hearing, pursuant to Article 7-308 of the UCC or any other applicable law.

  19. Shipment to Warehouse.  (a) In the event that the Customer engages a third party to transport or deliver goods to Maquette for warehousing or storage, the Customer agrees not to ship goods to Maquette as the named consignee.  (b) Where goods are shipped to Maquette as the named consignee in violation of subsection (a) above, the Customer agrees to notify all third-party carriers, with a copy of each notice to Maquette, that Maquette is acting solely as a warehouseman and has no beneficial title or interest in the goods.  The Customer further agrees that Maquette shall not be liable for any claims for unpaid transportation charges, including, but not limited to, unpaid freight, demurrage, and detention charges, made by such third parties (“Unpaid Transportation Charges”). Further, the Customer agrees that those third parties have no recourse against Maquette for Unpaid Transportation Charges; they may only pursue the Customer for those charges. The Customer further agrees to be liable for, and to the fullest extent permitted by law, to defend, indemnify, and hold Maquette harmless from any claim, action, proceeding, liability, loss, damage, fine, penalty, cost, and expense, including, but not limited to attorney’s fees, caused by arising from, or related in any way to Unpaid Transportation Charges. (c) The Customer agrees that, should it fail to notify a third-party carrier in accordance with subsection (b) above, Maquette shall have the right to refuse such goods and that Maquette shall not be liable or held responsible for any loss, damage, expense, or delay thereto, except as provided in the “Liability of Maquette” section herein.

  20. Transfer, Release, and Delivery.  (a) All goods for storage must be shipped or delivered by the Customer to the Facility, and clearly marked with the Customer's name. The Customer shall only use boxes and other packing materials that are in good condition and of sufficient quality to protect the goods. Any goods not delivered to the Facility properly packaged for storage shall be repacked by Maquette and the Customer agrees to pay for the cost of said repacking. (b) Except as provided in subsection (c) below, no goods shall be transferred, released, or delivered from the Facility prior to the receipt of complete, written instructions from the Customer via fax, email, EDI, or similar form of written communication. Maquette takes no responsibility for typographical or clerical errors contained in instructions sent by the Customer, whether by e-mail, fax, or letter. (c) Where no negotiable receipt is outstanding, goods may be transferred, released, or delivered from the Facility in accordance with telephone instructions, provided that the Customer has issued prior written authorization to Maquette for this purpose. However, Maquette shall not be liable or held responsible for any loss or damage occasioned by such transfer, release, or delivery, expect as provided in the “Liability of Maquette” section herein. (d) Upon receipt of instructions from the Customer to transfer, release, or deliver goods, Maquette shall be entitled to a reasonable amount of time to carry out the applicable instructions. Any estimated date or time given by Maquette for transfer, release, or delivery shall be approximate in nature and not binding unless it is agreed in writing between the Customer and Maquette that time is of the essence. (e) Maquette shall not be liable or held responsible for any loss, damage, expense, or delay if Maquette is unable to carry out the Customer’s instructions due to acts of God, war, terrorism, random acts of violence, act of public enemy, acts of public authority, quarantines, seizure under legal process, riot or civil commotion, strike, or any other reason that is beyond Maquette’s control, or any other excuse provided by law. (f) The Customer agrees that, upon the transfer, release, or delivery of goods to a third party, including, but not limited to, any carrier or bailee engaged separately by the Customer, in accordance with the Customer’s instructions, Maquette shall have no further obligation, responsibility, or liability to the Customer for the goods, except as provided in the “Liability of Maquette” section herein. (g) If goods cannot be delivered in the ordinary way by stairs or elevator, the Customer agrees to pay an additional charge for hoisting, lowering, or other necessary labor to effect delivery. The Customer shall arrange in advance for all necessary elevator and other services and any charges for these services shall be the responsibility of and paid by the Customer.

  21. Relocation.  Maquette reserves the right to move, at its expense, any goods within its Facility or from the Facility to any of its other warehouses. In the event Maquette moves the goods from the Facility to another warehouse, Maquette shall give written notice to the Customer by mailing it to the Customer’s Mailing Address. If the Customer elects to take delivery of its goods in lieu of transfer by Maquette, in addition to all unpaid charges, the Customer shall be responsible for the monthly storage charge beginning on the first day of the storage month until the date that Maquette releases the goods. 

  22. Claims.  (a) The Customer acknowledges and agrees that it is the responsibility of the Customer to note in writing any loss or damage to goods at the time of transfer, release, or delivery. A signed bill of lading or receipt without exception or notation as to loss or damage at the time of transfer, release, or delivery by Maquette shall be prima facie evidence that the goods were not lost or damaged while in Maquette’s care, custody, or control. (b) All claims for loss or damage to goods transported by interstate motor carriage must be submitted to Maquette in writing within nine (9) months from (i) the date of delivery or (ii) the date on which delivery should have occurred. All other claims for any loss, damage, injury, expense, or delay must be submitted in writing to Maquette within ninety (90) days from (i) the date of transfer, release, or delivery or the date the Services were completed, (ii) the date on which transfer, release, or delivery should have occurred or the date the Services should have been completed, or (iii) the date on which the Customer received written or oral notice from Maquette of the loss, damage, injury, expense, or delay at issue, whichever occurs first. Failure by the Customer to submit any claim to Maquette in writing within the applicable time set forth in this section shall bar the Customer from pursuing its claim against Maquette. (c) In the event that any limitation period set forth in subsections (b) and (c) above violates the compulsory or restrictive provisions of any applicable law, statute, regulation, treaty, or convention, all claims must be filed against Maquette within the shortest allowable period set forth therein.

  23. Limitation on Actions.  (a) Subject to Maquette’s receipt of timely notice of claim, pursuant to the “Claims” section herein, all suits, actions, or proceedings arising from or related in any way to the Services provided by or on behalf of Maquette or the Agreement shall be filed against Maquette within the following periods: for goods transported by ocean carriage to or from the United States, within one (1) year from (i) the date of delivery or (ii) the date on which delivery should have occurred; for goods transported by interstate motor carriage, within two (2) years from the declination or disallowance, in whole or in part, of a timely claim submission to Maquette; for goods transported by international air carriage, within two (2) years from the date of arrival, the date on which arrival should have occurred, or the date on which carriage stopped; and for all other movements, storage, warehousing, and other Services provided by or on behalf of Maquette, within nine (9) months from (i) the date of transfer, release, or delivery or the date the Services were completed, (ii) the date on which transfer, release, or delivery should have occurred or the date the Services should have been completed, or (iii) the date on which the Customer received written or oral notice from Maquette of the loss, damage, injury, expense, or delay at issue, whichever occurs first. Failure by the Customer to bring any suit, action, or proceeding against Maquette within the applicable time set forth in this section shall bar the Customer from bringing any such suit, action, or proceeding against Maquette. (b) In the event that any limitation period set forth in subsection (a) above violates the compulsory or restrictive provisions of any applicable law, statute, regulation, treaty, or convention, all suits, actions, or proceedings must be filed against Maquette within the shortest allowable period set forth therein.

  24. Jurisdiction and Venue.  The Agreement shall be governed by the laws of the State of New York without regard to its conflicts of law principles.  Maquette and the Customer agree that any suit, action, or proceeding arising from or related in any way to the Services provided by or on behalf of Maquette or the Agreement shall be commenced in the County of New York, State of New York, to the exclusion of all other venues, and irrevocably submit to the jurisdiction of any court (state or federal) so located therein.

  25. Waiver of Trial by Jury.  Maquette and the Customer waive trial by jury in any suit, action, or proceeding arising from or related in any way to the Services provided by or on behalf of Maquette or the Agreement.

  26. Accurate Information.  (a) The Customer agrees to provide Maquette with accurate and complete information to allow Maquette to comply with all laws and regulations governing the Services provided by or on behalf of Maquette. In addition, the Customer agrees to be liable for and, to the fullest extent permitted by law, to defend, indemnify, and hold Maquette harmless from any claim, action, proceeding, liability, loss, damage, fine, penalty, cost, and expense, including, but not limited to, attorney’s fees, incurred by Maquette in connection with the Customer’s failure to fully comply with this obligation. (b) It shall be the Customer’s responsibility to ensure that all addresses, including, but not limited to, billing and delivery addresses, are accurately conveyed to Maquette. 

  27. Notices.  All notices or other communications required by these terms and conditions must be in writing and either electronically transmitted by email with confirmation by the other party of receipt of notice or personally delivered, or mailed by registered or certified mail, return receipt requested, or by other delivery that provides proof of delivery to Maquette’s Mailing Address or the Customer’s Mailing Address, whichever is applicable, unless otherwise set forth herein.

  28. No Waiver of Agreement Terms.  (a) If Maquette does not take action for non-compliance of the Agreement by the Customer, such inaction shall not prevent Maquette from taking action in response to future non-compliance by the Customer. Acceptance by Maquette for charges with knowledge of non-compliance by the Customer shall not be a waiver of non-compliance and shall not stop Maquette from demanding compliance by the Customer. (b) Maquette’s acceptance of any partial payment shall not be a waiver of the balance of charges, a waiver of the full payment of any future charges, or a waiver of any of Maquette’s rights or remedies for the Customer’s failure to make full payment, even if the payment is made with a memo stating, “payment in full,” “full and final settlement,” “paid in full,” or other similar language. (c) Maquette’s acceptance of any partial payment shall not constitute as “accord and satisfaction” of any unpaid charges, even if the payment is made with a memo stating, “payment in full,” “full and final settlement,” “paid in full,” or other similar language.

  29. Legal Compliance.  (a) The Customer hereby acknowledges that it is the responsibility and duty of the Customer to know and comply with all applicable laws, statutes, regulations, treaties, and conventions.  (b)  Maquette shall not be liable for any action taken or any fine or penalty assessed by any government agency against the Customer on account of Maquette’s failure to comply with such laws, statutes, treaties, and conventions, except as provided in the “Liability of Maquette” section herein.  (c)  The Customer further acknowledges that it is the sole responsibility and duty of the Customer to maintain all records required by such laws, statutes, regulations, treaties, and conventions. Unless otherwise agreed in writing between Maquette and the Customer, Maquette shall only keep those records that it is required to maintain by law, statute, regulation, treaty, or convention, but not as a “record-keeper” or “record-keeping agent” for the Customer.

  30. Assignment.  The Customer shall not assign the Agreement by operation of law or otherwise without the prior written consent of the President of Maquette and payment in full of all outstanding charges to Maquette. Any attempted assignment in violation of this section shall, in the sole discretion of Maquette, terminate the Agreement.

  31. Invalidity.  If any provision of the Agreement is determined to be void, invalid, or otherwise unenforceable, the remaining provisions shall remain unaffected, valid, and enforceable in full force and effect. If a court finds that any provision of the Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

  32. Heading.  Headings and sections in these terms and conditions are inserted for convenience only and shall not govern or change any of the terms and conditions herein.

  33. Biding Effect of Agreement. The Agreement shall bind and benefit Maquette and the Customer.

  34. Final Understanding. The Agreement states the entire agreement between Maquette and the Customer for the Services provided by or on behalf of Maquette, and supersedes and replaces all prior and contemporaneous agreements, understandings, and negotiations, including, but not limited to, any terms and conditions contained on invoices, bills of lading, waybills, warehouse agreements, storage agreements, warehouse receipts, pickup and delivery receipts, transportation agreements, contracts of carriage, service agreements, installment agreements, and any other similar document, that are contrary to the terms and conditions set forth herein, unless Maquette and the Customer have entered into another agreement that has been duly executed by the President of Maquette and the Customer, to which only the terms and conditions herein that do not conflict with that agreement shall be valid and enforceable. There are no other representations, promises, agreements, or understandings between Maquette and the Customer that are not specifically contained in the Agreement. Any modification to the Agreement must be signed by the President of Maquette and the Customer. Any representations, promises, agreements, understandings, or waivers not contained in the Agreement shall not be effective unless in writing and signed by the President of Maquette and the Customer, except for increases in charges, of which the Customer shall be notified in accordance with the “Billing and Payment” section herein.