1. Agreement to Terms and Conditions. Client agrees to all of the terms and conditions contained in this Warehousing and Storage Agreement (“Agreement”). The below provisions shall govern all dealings with Specialized Interior Systems and Client for all warehousing and storage services.

2. Ownership of Goods. Client warrants that it is the lawful owner and/or has lawful possession of the Goods tendered for storage. Client warrants that it has sole legal rights to store Goods tendered, to release Goods, and to instruct Specialized Interior Systems regarding delivery or disposition of the Goods. Client agrees to notify all parties acquiring any interest in the Goods of the terms and conditions of this Warehousing and Storage agreement and further agrees to indemnify and hold Specialized Interior Systems harmless from any claim by third parties relating to the ownership, storage, handling or delivery of Goods, or from any other services provided by Specialized Interior Systems under this Agreement. 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.

3. Definitions.

A. “Specialized Interior Systems” means Specialized Interior Systems, LLC, a Tennessee limited liability company.

B. “Goods” means furniture, inventory or other property that Client tenders to Specialized Interior Systems for storage and warehousing (“Goods”)

C. “Client” means the person, company, firm or other entity that tendered the Goods for warehousing and storage.

4. Storage location. Specialized Interior Systems will store the Client’s Goods at its discretion at any one or more buildings owned or leased by Specialized Interior Systems.

5. Termination of Services. Specialized Interior Systems may terminate services to Client for any reason upon 30 days written notice to the Client.

6. Payment. Payment for warehousing and storage services are due on the 1st day of every month. If payment is not received by the 5th day of the month, then Client shall pay a 5% late fee per month.

7. No Liability. The parties to this Agreement agree that Specialized Interior Systems 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 grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law by Specialized Interior Systems.

A. In no event shall Specialized Interior Systems be liable for any loss or damage caused by acts of God; public authorities acting with actual or apparent authority; strikes; labor disputes; weather; mechanical or equipment failures; cyber-attacks; 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.

B. In no event shall Specialized Interior Systems be liable for any loss or damage caused by fragile articles injured or broken, unless packed by Specialized Interior Systems’ employees and unpacked by them at the time of delivery

C. In no event shall Specialized Interior Systems be liable for any loss or damage caused by pilferage or theft, unless such loss or damage is caused by the failure of Specialized Interior Systems to exercise such ordinary care required by law.

D. In no event shall Specialized Interior Systems be liable for any loss or damage caused by concealed damage, or for losses incurred due to the concealed damage of the Goods.

8. Monetary Maximum Liability. In the event of loss or damage to the Goods for which Specialized Interior Systems is legally liable, Specialized Interior Systems’ liability shall be limited to the lesser of the actual value of the Goods or the maximum coverage amount of the Goods under Specialized Interior System’s insurance policy.

9. No Consequential Damages. In no event, whether as a result of breach of Specialized Interior System’s Duties, Negligence liability without fault or any other legal theory or basis, shall Specialized Interior Systems be liable for any special, incidental, consequential, statutory or punitive damages, including but not limited to, loss of profits or loss of market, loss of income, damages arising from loss, attorneys fees or punitive damages, wrong delivery, or damage to property, loss of use of Goods, cost of substitute Goods, delayed delivery, or failure to attempt delivery, whether or not Specialized Interior Systems had knowledge that such damages or losses might occur.

10. Successors. Except as otherwise provided in this Agreement, all provisions of this Agreement bind, inure to the benefit of, and are enforceable by and against the respective heirs, executors, administrators, personal representatives, successors, and permitted assigns of any of the parties to this Agreement.

11. Assignment. Client may not assign its rights or obligations hereunder without the prior written consent of Specialized Interior Systems.

12. Governing Law; Venue. This Agreement is governed, construed, and administered according to the laws of Alabama, and any applicable federal law. No effect is given to any choice-of-law or conflict-of-law provision or rule that would cause the application of the law of any jurisdiction other than those of Alabama. The parties agree that any suit, action, or proceeding—whether in contract, tort, or otherwise—arising out of this Agreement must be brought in a state or federal court located in Alabama and in the county of or nearest to Specialized Interior Systems’ principal office if one of these courts has subject-matter jurisdiction over the suit, action, or proceeding. Any cause of action arising out of this Agreement is deemed to have arisen from a transaction of business in Alabama.

13. Attorneys’ Fees. If any party to this Agreement institutes any legal cause of action—including arbitration—against another party arising out of or relating to this Agreement, the prevailing party will be entitled to the costs incurred in conducting the cause of action, including reasonable attorneys’ fees, expenses and court costs.

14. Waiver. Specialized Interior Systems’ failure to insist upon strict compliance with any provision of this Warehouse Receipt shall not constitute a waiver or estoppel to later demand strict compliance thereof and shall not constitute a waiver of or estoppel to insist upon strict compliance with all other provisions of this Warehouse Receipt.

15. Severability. If any term or provision of this Agreement is held to be illegal, invalid, unenforceable, or inoperative as a matter of law, then the remaining terms and provisions shall not be affected thereby, but shall be valid and in full force and effect.

16. Entire Agreement. This Agreement states the entire agreement between the parties regarding the warehousing and storage of Good and merges in this agreement all statements, representations, and covenants heretofore made, and any other agreements not incorporated herein are void and of no force and effect.