Privacy Policy

USA Container Co., In

Warehousing and Filling

Terms and Conditions

THIS CONTRACT AND THE TERMS AND CONDITIONS STATED HEREIN (“T&C”) MUST BE ACCEPTED WITHIN FORTY-FIVE (45) DAYS FROM THE PROPOSAL DATE BY SIGNATURE OF THE CUSTOMER (“CUSTOMER”) AT THE END OF THIS CONTRACT. IN THE ABSENCE OF WRITTEN ACCEPTANCE, THE ACT OF TENDERING GOODS OR PRODUCT DESCRIBED HEREIN FOR STORAGE OR OTHER SERVICES BY USA CONTAINER CO., INC., A NEW JERSEY CORPORATION (“USA”), WITHIN FORTY-FIVE (45) DAYS FROM THE PROPOSAL DATE SHALL CONSTITUTE SUCH ACCEPTANCE BY THE CUSTOMER. THE PRESENCE OF A COUNTER-PROPOSAL SHALL NOT CHANGE THE TERMS OF THIS CONTRACT UNLESS SPECIFICALLY AGREED TO IN WRITING BY USA.

IN THE EVENT THAT GOODS OR PRODUCT TENDERED FOR STORAGE OR OTHER SERVICES DO NOT CONFORM TO THE DESCRIPTION CONTAINED HEREIN, OR CONFORMING GOODS OR PRODUCT ARE TENDERED AFTER FORTY-FIVE (45) DAYS FROM THE PROPOSAL DATE WITHOUT PRIOR WRITTEN ACCEPTANCE BY CUSTOMER AS PROVIDED ABOVE, USA MAY REFUSE TO ACCEPT SUCH GOODS OR PRODUCT OR PROVIDE OTHER SERVICES. IF USA ACCEPTS SUCH GOODS OR PRODUCT OR PROVIDES SUCH OTHER SERVICES, CUSTOMER AGREES TO RATES AND CHARGES AS MAY BE ASSIGNED AND INVOICED BY USA AND TO ALL TERMS OF THIS CONTRACT.

ANY GOODS OR PRODUCT RECEIVED OR SERVICES PROVIDED PRIOR TO THE DATE OF THIS CONTRACT ARE SUBJECT TO ALL OF THE TERMS AND CONDITIONS HEREOF.

I. DEFINITIONS
1. Charges
  - In – Throughput charge when product is removed from Customer’s mode of transport.
  - Out – Throughput charge as material is removed from Customer’s inventory at USA and placed on Customer’s mode of transport.
  - Storage – Charge billed for product upon entering USA. Unless otherwise noted, storage is billed immediately for the month received notwithstanding the date and subsequently on the 1^st of every month thereafter.
  - Bill of Lading (“B/L”) – Transaction charge billed for every order processed regardless of whether the B/L is supplied by the Customer or cut by USA.
  - Repack – Charge for transferring the Customer’s material from the original packaging to new packaging. These charges will vary depending on size and supplier of packaging material.
  - Filling – Charge for Customer’s product transferred from a bulk container to another bulk container, drum, pail, or any other unit of packaging. This charge will include all materials, labor, labeling, etc. as well as storage for the month of filling.
  - Overtime – Charge billed for labor used beyond our hours of operation due to the Customer’s request or a situation caused by the Customer. This rate is currently $25/man-hour. USA will have the final decision on necessary personnel.
  - Labeling / Stenciling – Charge billed to affix any label, other than a standard shipping label, or to cut and ink a stencil.
  - Miscellaneous – Other charges not set forth above.
  - Minimum Storage – Monthly storage must be > $35.00/month or the difference will be charged as a make-up.
  - Line Change – Charge associated with liquid bulk unloading when the drums set for a fill need to be changed due to schedule changes, drum changes, etc.
2. Combustible Liquid – (Storage Purposes) Product with Flashpoint at or above 100 degrees F.
3. Flammable Liquid – (Storage Purposes) Product with Flashpoint below 100 degrees F.
4. Filling Appointment – Time scheduled by Customer to unload bulk product.
5. Demurrage / Detention – Charge for extended time past allotted window. This charge will vary depending on whose time was delayed and for duration.
6. Rush Order – Product release received after 11:00 AM needing to ship the same day.
7. Flush – When filling, approximately 5 gallons of the Customer’s product is run through the line and disposed of.
II. DURATION
1. There is no definitive term per se regarding the T&C. The Customer’s product may be stored at USA for as long as it remains amicable to both parties and the following is adhered to:
  - Customer’s account must remain paid up to date within 45 days.
  - Customer must review monthly inventories within 7 days and report any discrepancies.
  - Customer must complete a physical inventory at least once per calendar year.
2. Prior to the last unit of product being shipped out, Customer’s account must be completely paid, including the costs of shipping the last unit.
III. LOCATION
1. Unless otherwise specified, USA will store all products in one of its three buildings located at: 1776 S. Second St., Piscataway, NJ 08854.
IV. HOURS OF OPERATION
1. USA operates between the hours of 7:00 AM and 4:30 PM EST, Monday through Friday.
2. USA will cease operations during the following observed holidays:
  - New Years Day
  - Presidents Day
  - Good Friday
  - Memorial Day
  - Independence Day
  - Labor Day
  - Thanksgiving (plus Friday after)
  - Christmas (plus day before or after, depending on the day of the week)
3. Overtime charges will apply for Customer directed activity prior to or after these hours at a rate of $25/man-hour.
V. GOVERNING LAW
1. These T&C shall be governed by the laws of the State of New Jersey.
VI. INVOICING
1. A Charge invoice system generates a payable invoice that includes all charges associated with the transaction specified, including, but not limited to, all incidental charges.
2. A No-Charge invoice system will generate a zero dollar invoice for inventory purposes only. All incidental charges will be included in a monthly statement. Products are billed for In, Out, and Storage charges upon receipt.
3. Regardless of the invoice system the Customer is on, all invoices will be faxed or emailed the day following the occurrence.
4. Unless other arrangements have been agreed to by USA, specified payment terms are net 30.
5. USA reserves the right to hold up shipments should the Customer’s account become greater than 45 days past due.
6. Should USA require legal services or a collection agency to secure past due balances, all fees and expenses associated will be billed to the Customer.
VII. REGULATORY
1. It is the Customer’s responsibility to assure the regulations from any and all interested agencies are adhered to. Should USA need to remedy any products to conformance, the Customer will assume all charges.
2. All material must be properly labeled prior its arrival at USA. This must include, without exception, a minimum of:
  - Product Name
  - Net Weight
  - Hazardous Markings
  - NFPA and/or HMIS labels
3. Should any material be unmarked or marked improperly, it will be refused without prejudice at the Customer’s expense.
4. All MSDSs must be received by USA prior to products being received. In the event there is no MSDS on file, the Customer’s carrier will be detained at the Customer’s expense until the proper MSDS is received.
5. USA will not be party to any altering of product markings deemed by USA to be unlawful or misleading. In the event there is a question regarding such, the Director of Regulatory Affairs of USA will make the final decision on the matter.
VIII. STORAGE
1. USA will store all products in the most cost effective manner that insures safe working environment while adhering to regulations set forth by NFPA, OSHA, and DOT.
2. Although our warehouses are heated, USA makes no claim as to any extremes of ambient temperatures. As a result, USA will not be responsible for the durability of the Customer’s product in the event that product has environmental stability problems with the exception of the following:
  - Specific Products designated by you as “Cool Room” storage only will be stored in an area that will not exceed a temperature of 55 degrees F. Lower limit NOT controlled in this area.
  - Specific Products designated by you as “Warm Room” storage only will be stored in an area that will not fall below 55 degrees F. Upper limit NOT controlled in this area.
  - Should the temperature control systems in either of these areas fail, USA will notify the customer immediately upon becoming aware.
  - Specific temperature requirements MUST be discussed prior to arrival of product at USA.
3. USA will only store the following Hazard Classes (including sub-classes) so long as the NFPA or HMIS class is 3 or below and/or subject to approval:
  - 3 – Flammable Liquid
    - 1. Class II and above Combustible as defined by NFPA
  - 4 – Flammable Solid
  - 5 – Oxidizers and Peroxides
  - 6 – Poisons and Toxic
  - 8 – Corrosive
  - 9 – Miscellaneous
4. Questions regarding product approval should be directed to the Director of Regulatory Affairs of USA prior to arrival at USA warehouse. Material not previously approved will be rejected at the Customer’s expense.
IX. PRODUCT RELEASE
1. Customer Responsibilities:
  - All releases of material must be made via email or fax. No verbal releases will be accepted. Required information will include but is not limited to:
    1. Consignee and address.
    2. Carrier (USA does not choose carrier).
    3. Ship date (not arrival date).
    4. Product, Net Weight, Lot or Code
    5. Special instructions.
  - All releases must be received prior to 11:00 AM on the day of shipment.
  - “Rush” orders will incur a $25.00 charge and be taken on a case by case basis.
  - Product being received will be available to ship the following business day. Exceptions will be taken on a case by case basis and incur a $25.00 charge per order.
  - All instructions and pertinent paperwork must be in writing and accompany release. No verbal instructions will be accepted nor will order be staged until all paperwork is received.
  - All labels and or label specifications must be provided by Customer at time of release.
  - Customer must release product by lot and/or code number. USA will not be responsible for choosing product or maintaining a FIFO system.
  - All releases should have an inland address to ship to. All foreign destination paperwork must be prepared by a freight forwarder.
    1. EXCEPTION: USA will prepare the paperwork for air shipments going directly to an airport or an overnight service such as FEDEX.
2. USA Responsibilities
  - USA will release each order accurately on the date specified as the ship date.
  - USA will call carrier designated by Customer.
  - USA will assure proper regulatory guidelines are followed.
  - USA will notify Customer if, for any reason, the order will not ship as directed as soon as possible.
X. PRODUCT RECEIPT
1. Customer Responsibilities
  - Customer will notify USA of any inbound shipments as soon as possible but not less than 24 hours prior to arrival.
  - Customer insures compliance of all products stored at USA among all interested agencies for.
  - Customer retains sole ownership of all products stored at USA.
  - Customer insures all vendors are in compliance with all shipping regulations.
  - Customer is solely responsible for all shipment from all vendors prior to unloading.
2. USA Responsibilities
  - USA will receive all legal products without prejudice.
  - USA will notify Customer of any discrepancies or damages immediately.
  - USA will process all products for next day availability.
  - USA reserves the right to refuse not-compliant products.
XI. STANDARD CHARGES
1. All charges regarding warehousing and filling will be on the Customer’s rate sheet. See Appendix “A”.
2. Any services or materials not covered by Appendix “A” should be forwarded to the Director of Regulatory Affairs for pricing.
XII. FORCE MAJEURE
1. USA will not be held liable for any Force Majeure events to include but not limited to, snow storms, hurricanes, lightening strikes, etc.
2. In the event we are forced to close because of weather, disaster, etc. USA will not be responsible for any charges with regard to delayed shipments, deliveries, filling, etc.
3. USA will make every effort to advise all parties with interest of the intent to close as soon as the decision is made.
XIII. BILLING AUTHORITY
1. The only formal billing relationship USA will have is with the Customer. Should any charges need to be made to a third party, USA will bill the Customer and it will be the Customer’s responsibility to make any payments.
XIV. SAFETY
1. USA promotes a safe environment. Should a process be deemed “UNSAFE” by the Director of Regulatory Affairs, it will be immediately stopped.
2. USA will make every reasonable attempt to ascertain whether a process will be safe prior to initiating.
3. Processes that may be deemed “UNSAFE” may include but are not limited to:
  - Repacking hazard materials
  - Opening containers
  - Unloading containers improperly packed
  - Product being delivered with obvious damage
XV. APPOINTMENTS
1. Non-Bulk Appointments
  - USA requires notification 24 hours prior to any inbound products.
  - Drivers are to be instructed to sign in office upon arrival.
2. Liquid Bulk Appointments
  - Liquid bulk appointments are given on first come / first served basis.
  - Standard appointment times are 8:00 AM, 10:00 AM, 1:00 PM, and 3:00 PM.
  - Although scheduling is preferred at least 72 hours in advance, all appointments will be accepted with regard to the following:
    1. Date and Time is available.
    2. Necessary containers are in stock.
    3. Personnel is available.
    4. All regulatory issues are complied with.
3. Arrival Times
  - All liquid bulk deliveries should arrive at least 15 minutes prior to their scheduled appointment time.
  - A company is considered late if the driver arrives 15 minutes after the scheduled appointment time.
  - The Customer is responsible for any detention charges occurring from late arrivals. This may include detentions charges from the next scheduled company.
  - USA will notify the Customer if the tanker is not here at least 5 minutes prior to the scheduled appointment time.
  - USA reserves the right to alter the schedule at the Customer expense if the tanker is late.
4. Cancellations / Schedule Changes
  - All cancellations or schedule changes must be made at least 24 hours prior to the schedule fill time.
  - Should cancellations or schedule changes occur less than 24 hours prior to the scheduled fill and necessary to change the drums on the fill line a line change charge of $100 will billed to the Customer.
XVI. PACKAGING
1. Containers
  - USA will work with and make recommendations to the Customer regarding packaging requirements. However, it is the Customer’s responsibility to assure product compatibility with the packaging.
  - USA will not be held responsible for defects in packaging.
  - USA will not package hazardous materials in containers that do not meet the minimum specifications.
2. Labeling
  - USA will apply Customer supplied label(s) onto containers that are filled on premises at no extra charge.
  - Unless otherwise instructed by the Customer, all labels will be placed in the most logical location on the container being used.
  - USA will not be responsible for errors or omissions on Customer supplied labels.
XVII. CUSTOMER PRODUCTS
1. The Customer is responsible for the quality of the material being filled.
2. The Customer must inform USA of all filling requirements at least 72 hours prior to the arrival of the Customer’s product.
3. USA will not be held liable for any contamination of the Customer’s product from the result of any equipment not directly in the control of USA.
4. USA does not have or claim to have any chemical expertise and will not be responsible for reporting on the quality of the Customers product with the exception of the following:
  - Color is suppose to be water clear and is not.
  - Offensive odor or atypical odor is present. (USA will NOT attempt to define a specific odor requested by the Customer.
  - Product is OBVIOUSLY not the intended product to be filled.
  - Debris is found in product due to NORMAL unloading procedures.
5. USA does not maintain a laboratory on premises nor does USA have any relationship with laboratories. Therefore the Customer will be responsible for all product testing at their expense.
6. USA will take and retain samples at the Customer’s request. Customer must be specific regarding sample interval and retention time.
7. Unless directed to the contrary, USA will flush the line being used for filling.
XVIII. CARRIER RESPONSIBILITIES
1. The Customer is ultimately responsible for the carrier they use.
2. All carriers must arrive at least 15 minutes prior to the scheduled appointment time. (USA will not be responsible for any detention charges for this.)
3. All carriers must have the necessary fittings, hoses, pumps, etc. to complete the filling.
4. All carriers MUST monitor the fill at all times once connected to USA and until disconnect. Any violation of this will result in immediate stoppage of the fill at the Customer’s expense.
5. Carrier may not depart until dismissed by the filling line foreman.
6. Should a spill attributable to the carrier occur, the Customer will be responsible for the expense of the clean up.
XIX. SPECIAL CIRCUMSTANCES
1. Kosher
  - USA is a certified kosher facility. However, the Customer must provide the Rabbi to oversee the filling operation.
  - USA will commence filling operations of kosher material only after all aspects have been approved by the Rabbi.
  - USA will not be held responsible for any errors in Kosher filling should the Rabbi not be present for the entire fill.
2. Additives
  - USA will insert additives per the Customer’s request if and only if it is convenient to the filling operation.
  - Any additives must be predetermined by the Customer. USA will NOT do any calculations.
  - All additive instructions MUST be in writing at least 72 hours in advance.
  - USA will have the final say on whether or not to allow an additive.
XX. SPILLS
1. All spills not caused directly by USA are the Customer’s financial responsibility.
2. USA will provide the necessary training to all employees that may be involved in spill remediation. This training will be documented and kept on file.
3. USA will make every attempt to keep remediation costs at a minimum so long as safety is not compromised.

XXI. LIABILITY AND INDEMNITY

a. USA shall not be liable for any loss or injury to product stored or filled, however caused, unless such loss or injury resulted from the failure by USA to exercise reasonable care and USA is not liable for damages that could not have been avoided by the exercise of such care.

b. Where loss or injury occurs to stored product, for which USA is not liable, the Customer shall be responsible for the cost of removing and disposing of such product and the cost of any environmental clean-up and site remediation resulting from the loss or injury to the product.

c. Where loss, personal injury or property damage occurs arising out of the storage or filing of the product, Customer shall be liable for all such loss, injury or damage (except to the extent that such loss, injury or damage is directly caused by the negligence or wrongful acts of USA) and Customer hereby agrees to indemnify and hold USA harmless for such loss, injury or damage. Further, Customer shall upon request from USA, have USA named as an additional insured on the general liability policy of Customer including a provision requiring that USA be provided with no less than thirty (30) days notice prior to any amendment, expiration or cancellation of such policy.

XXII. ARBITRATION

a. USA and the Customer, on behalf of itself and its heirs, assigns, and/or subrogees, agree that any dispute arising under this Contract and T&C shall be submitted to the American Arbitration Association, under its rules then in force. The parties agree to be bound by the arbitration decision and judgment upon such decision may be entered in any federal or state court of competent jurisdiction. Any arbitration shall be held in the State of New Jersey and no other place.

b. The Customer expressly agrees that the time for commencement of such arbitration proceedings by the Customer against USA shall be limited to 9 months after date of delivery by USA or within 9 months after the Customer or the last known holder of a negotiable warehouse receipt is notified that loss or injury to part or all of the product has occurred, whichever time is shorter – all proceedings commenced thereafter being time-barred, however, founded.

XXIII. NOTICE OF CLAIM AND COMMENCEMENT OF ARBITRATION

a. Claims by the Customer and all other persons must be presented in writing to USA within a reasonable time, and in no event longer than either 60 days after delivery of the product by USA or 60 days after the Customer or the last known holder of a negotiable warehouse receipt is notified by USA that loss or injury to part or all of the product has occurred, whichever time is shorter.

b. Neither the Customer nor any other person may commence arbitration against USA for loss or injury to the goods stored unless timely written claim has been given as provided in subparagraph (a) of this section.

c. When products have not been delivered, notice may be given of known loss or injury to the product by mailing of a registered or certified letter or courier to the Customer or to the last known holder of a negotiable warehouse receipt. Time limitations for presentation of claim in writing and commencing an arbitration after notice begin on the date of mailing of such notice by USA.

XXIV. NO LIABILITY FOR CONSEQUENTIAL OR PUNITIVE DAMAGES

USA SHALL NOT BE LIABLE FOR ANY LOSS OF PROFIT OR SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.

XXV. LIABILITY FOR MIS-SHIPMENT

a. If USA negligently mis-ships goods, USA shall pay the reasonable transportation charges incurred to return the mis-shipped goods to the warehouse. If the consignee fails to return the goods, USA’s maximum liability shall be for the lost or damaged goods, and USA shall have no liability for damages due to the consignee’s acceptance or use of the goods, whether such goods be those of the Customer or another.

XXVI. MYSTERIOUS DISAPPEARANCE

a. USA shall not be liable for loss of product due to inventory shortage or unexplained or mysterious disappearance of goods unless the Customer establishes that such loss occurred because of USA’s failure to exercise the care required of USA as set forth elsewhere herein. Any presumption of conversion imposed by law shall not apply to such loss and a claim by the Customer of conversion must be established by affirmative evidence that USA converted the product to USA’s own use.

XXVII. ACCURATE INFORMATION

a. Customer will provide USA with information concerning the stored goods and product which is accurate, complete and sufficient to allow USA to comply with all laws and regulations concerning the storage, handling and transporting of the stored goods and product. Customer will indemnify and hold USA harmless from all loss, cost, penalty and expense (including reasonable attorneys’ fees) which USA pays or incurs as a result of Customer failing to fully discharge this obligation.

PROPOSAL DATE: 5/13/2015

USA CONTAINER CO., INC.

By:

Name: Joseph F. IlVento, NREMT-B

Title: Senior Vice President / Director of Regulatory Affairs

THE ABOVE CONTRACT IS HEREBY ACCEPTED AND THE TERMS AND CONDITIONS HEREIN ARE AGREED TO AS OF THIS _______ DAY OF _____________________, ________:

Name of Customer

_________________________________________________

Signature

_________________________________________________

Print Name and Title