Parties: Parties to this contract are Elite Anywhere Corp (EA), Registered Office 82585 Showcase Parkway Suite A101, Indio, CA 92203 & party submitting property (“customer”) for moving, shipping, storage or other services (“Work”).
Estimate & Price:
Any price offer will remain open for acceptance subject to final written confirmation by EA for 28 Days from the date of issue of proposal.
Once accepted & confirmed in writing by EA, final agreed price will be fixed but EA is entitled to increase this price after acceptance if, due to circumstances beyond its control, performance of contract becomes substantially more onerous for EA to carry our.
Increase in price shall be limited to extra cost occasioned to EA in carrying out Work.
Tasks Excluded from Quotation:
Unless specifically stated otherwise, following Work is excluded:
Packing or unpacking of goods before & after moving;
Dismantling or reassembly of furniture, fixtures or fittings.
disconnection, preparation for transit or reconnection of electrical equipment;
taking up or re-laying of fitted floor coverings or re-hanging curtains, blinds & pictures, or other wall-hung decorative items.
EA may, however, be willing to carry out above-mentioned Work for an agreed price.
Customer’s Warranties: Customer undertakes & warrants that:
It is owner of goods to be removed or stored.
In not owner of goods, it is authorized by/has consent of owner to enter into this contract.
There is proper & suitable access to premises at all appropriate time for EA to carry out Work.
It shall be solely responsible for safety & security of all goods up to point of departure from collecting addresses & as from point of arrival at delivery address.
It shall b e solely responsible for safeguarding of packing materials & moving equipment provided by EA during such time as these are at collection address or at delivery address during Work, or after Work if left there at Customer’s request.
It will obtain, at its expense, all documents necessary for Work to be carried out.
Unless otherwise agreed in writing it will arrange & pay for necessary parking for EA’s vehicles.
It will not submit for moving, storage, or shipping any dangerous or toxic article or substance which is likely to encourage vermin or other pests or likely to cause or transmit any infectious or contagious disease.
Payment By Customer:
Unless previously otherwise agreed in writing, Customer must pay for moving & shipping services in advance (and in any event within 30 days of completion of moving or shipping.)
Unless previously otherwise agreed in writing, Customer must pay for storage as set out in clauses 19 & 20. All charges must be paid before any goods are released from storage.
If Customer does not pay by due date it will pay interest on any outstanding balance at rate of 2.5% per month.
Customer will not be entitled to withhold any part of agreed price on ground that it has a claim against EA arising out of this or any other contract.
EA accepts payment by cash only at its offices; otherwise it accepts payment only by cleared check, Visa/ MasterCard/ American Express, traveler’s check with passport, bank draft or cashier’s / certified check.
EA reserves right to make additional charge for accepting payment by credit card in foreign currency, by check drawn on non-US bank or by cash other than at its offices.
Unless EA has previously agreed in writing to allow credit, if it does not receive payment before date Work is due to start or goods are due to be released from store Customer will have cancelled contract, EA will not carry out Work or release goods & Customer will be liable for charges set out in clause 7.
Postponement Of Work: By way of liquidated damages, in event of its postponement of Work Customer agrees to pay:
If notification of postponement is received by EA between 10 to 7 working days before scheduled commencement of Work a sum representing 15% of charges.
If notification is received less than 7 working days before scheduled commencement of Work a sum representing 20% of charges.
If within 28 days of first postponement Customer does not stipulate a new date for commencement of Work which is within 92 days of first notification of postponement & with which EA is able to comply contract will be deemed to be cancelled & clause 7 will apply.
Cancellation Of Contract: By way of liquidated damages, Customer agrees to pay a sum representing 50% of charges in event of its cancellation of Work save that if cancellation is notified to EA less than 48 hours before scheduled commencement of work, percentage shall rise to 75%.
Subcontracting: EA reserves the right to subcontract all or part of Work as Customer’s agent which means that all Work will still be carried out in accordance with and subject to these Terms & Conditions.
Inter-Change & Method: EA may at any time inter-change goods between vehicles & warehouse & may choose which route or by which means goods shall be carried.
Inspection Of Goods & Disposal of Certain Goods:
EA reserves right to open or inspect goods to ensure compliance with clause 4(8) above or in interest of health, safety or security.
If, upon opening or inspecting goods, EA, on reasonable grounds believes that Customer is in breach of clause 4(8) above, or that goods pose a threat to health, safety or security, it shall be entitled (without prejudice to any other rights it may have) to dispose of goods forthwith without compensation to Customer.
Goods received or held by EA are subject:
To a particular lien for payment of charges for Work; to a general lien for all monies owed to EA by Customer which are due or payable under this or any other contract. If lien is not satisfied within 28 days of EA’s notification of exercise of such lien, EA shall be entitled to sell Customers goods and apply proceeds of sale towards satisfaction of lien. In in EA’s reasonable opinion or opinion of a competent adviser goods are unsalable or costs of sale would exceed likely proceeds EA shall be entitled to dispose of them as it sees fit. If EA sells goods it will make reasonable efforts to sell them in correct market but will not be liable if sale does not realize any particular or anticipated value. EA shall be entitled to make a charge for administration, delivery & all other Work involved in sale or disposal & this will be added to outstanding account. Any net proceeds of sale will be credited to Customer’s account & any surplus will be paid to Customer without interest.
Unpacking & Materials Left On Site: if EA has contracted to unpack but Customer instructs EA not to unpack on completion of the delivery phase, by having offered to unpack & having being instructed not to, EA will have fulfilled its unpacking obligations under the contract & will not be obliged to return to complete the unpacking later & may charge for all materials left on site at Customer’s request & not returned within 28 days.
EA shall not be liable for any loss or damage of any description(other than death & personal injury) or for any delay or mis-delivery of goods, whether caused by EA’s negligence or breach of any term of this contract (whether express or implied, statutory or otherwise) or caused in some other manner & for the avoidance of doubt, liability for any loss or damage arising from terrorism is excluded.
In particular, EA shall not be liable for any consequential loss or damage of any description howsoever arising.
EA is able to All Risks Customer’s Property Insurance at competitive premiums. If customer does not accept this Insurance Customer warrants that it has arranged & paid for alternative adequate insurance cover & notified the insurer that Customer has agreed to these Conditions of Business, including clauses 13(1) & 13(2).
Claim by Third Party Against EA: If EA is required to pay any charge, expense, damage or penalty to a third party arising out of performance of contract, Customer will indemnify EA against such payment unless it was brought about by EA’s negligence.
Proper Law Of Contract:These terms & conditions shall be governed by laws of State of New York.
Variation Of Terms: These terms may be varied either by (a) Written agreement between EA& Customer before Work starts or (b) EA sending Customer revised terms and Customer instruction EA to carry out work any time after expiry of 28 days from EA sending them.
Customer’s Address:Customer must at all times keep EA informed in writing of its current address. Notification of change of address shall not be effective unless it is in writing to EA& is acknowledged in writing by EA.EA agrees to make this acknowledgement promptly upon receipt of this notification. Any notice to Customer (under this or any other clause herein) to its last known address shall be deemed to be good notice & duty served 7 days after date of posting by US Mail.
Inventory: Where an inventory is prepared, it shall be deemed to be conclusive evidence of Customer’s goods which are stored moved or shipped, unless EA receives Customer’s notification in writing of any error or omission within 7 days of Customer’s receipt of inventory. Such notification shall not be effective unless acknowledged in writing by EA which it will issue promptly upon receipt of notification.
Storage Contracts (Other Than Auction House Storage Contracts:
Charges are initially as offered by EA, accepted by Customer & confirmed by EA in writing. Level of charges & basis upon which they are calculated & applied is not fixed. EA shall be entitled to revise them from time to time & will give Customer at least 28 days’ notice of any change which will not take effect until beginning of next chargeable period of storage as at clause below.
Charges will be billed & are payable 3 months in advance. If Customer removed goods from storage before expiry of 3 month period, EA will credit Customer’s account for unexpired portion of such period. This allowance will not be given for periods of less than one complete week. All charges must be paid before goods are released from storage.
Customer shall be entitled to terminate storage contract by giving EA at least 14 days notice in writing. Notice shall not be effective unless received by EA. If EA agrees to release goods on less than 14 days notice, it reserves right to charge for full 14 days period of notice. Provided Customer is not in arrears with payment of storage charges, EA shall not terminate a storage contract save on 3 months notice in writing.
EA shall be entitled to make a separate charge for stowing or un-stowing goods and, if Customer elects to make its own arrangements for delivery or collection of goods to or from warehouse, for receiving or handing them over.
Auction House Storage Contracts:
An Auction House Storage Contract is when an auctioneer, acting as Customer’s agent, instructs EA to store and/or insure property cleared from an auction sale to await collection at short notice. Clauses 19.1, 2, 3, 4 do not apply to Auction House Storage Contracts following clauses apply instead.
Initially charges are as set out in auctioneer’s catalogue for reluctant sale but level of charges & basis upon which they are calculated and applied are not fixed EA Shall be entitled to revise them from time to time & implement any changed without notice to Customer although EA will agree them with auctioneer who acts as Customer agent.
Charges are payable when Customer collects property from EA, EA delivers or ships it or if it is transferred to another storage contract with EA, whichever is sooner. Charges must always be paid before property is released. Payment will only be accepted by means & on terms set out in clauses 8. (d), e), (f).
Customer may only terminate contract by paying all charges due to date & then on same business day collecting property or entering into a separate contract with EA for its delivery, shipment or storage.
Non-Solicitation or employment of EA Staff:
Customer shall not during continuance of this Contract & for a period of 26 weeks after its completion directly or indirectly: solicit or entice away or attempt to solicit or entice away from EA; or employ or engage as an employee, director, consultant, subcontractor or independent contractor any EA employee who is or has been directly employed or engaged by EA in provision of services to Customer pursuant to this Contract.
IN event that, in breach of clause (1) above, Customer solicits or entices away or employs or engages a EA employee, Customer shall pay to EA by way of liquidated damages an amount equal to 75% of gross annual remuneration (as at time of breach) of EA employee so solicited or enticed away or Employed or engaged. This provision shall be without prejudice to EA’s ability to seek injunctive relief.
Parties hereby acknowledge & agree that formula specified in clause (2) above is a reasonable estimation of loss which would be incurred by EA as a result of loss of EA employee so solicited, enticed away, employed or engaged having regard (without limitation) to EA’s costs of recruiting & training a replacement.
For purposes of this clause: - (a) ‘solicit” means soliciting of a EA employee with a view to engaging him or her as an employee, director, consultant, subcontractor, or independent contractor; (b) “EA Employee” means any individual who is or was employed by EA as an Operative or Manager at time during performance of this Contract.” Elite Anywhere Corp Conditions Of Business