These Terms and Conditions apply to all sales transactions with The W.W. Williams Company, LLC, dba W.W. Williams Logistics, including quotations, purchase orders, service orders, sales orders, or similar documents.


1.1 These Terms and Conditions and the applicable quotation, purchase order, service order, sales order or similar document constitute the complete, exclusive and final agreement (collectively, the “AGREEMENT”) of the Depositor (“DEPOSITOR”) and The W.W. Williams Company, LLC, dba W.W. Williams Logistics (“WILLIAMS”). All other additional or conflicting terms or conditions which may now or in the future appear on DEPOSITOR’s acknowledgment, purchase order, or other similar document are expressly objected to by WILLIAMS without future notification and shall be null and void. These Terms and Conditions may only be modified, superseded or altered in writing signed by both parties. DEPOSITOR’s acceptance of any performance by WILLIAMS shall be taken as DEPOSITOR’s acceptance of these Terms and Conditions. In the absence of written acceptance, the act of tendering GOODS described in the AGREEMENT for storage or other services by WILLIAMS shall constitute acceptance of these Terms and Conditions by DEPOSITOR. DEPOSITOR acknowledges it has had the opportunity to review and inspect the warehouse facility (“FACILITY”).

1.2 In the event that GOODS tendered for storage or other services do not conform to the description contained within the AGREEMENT, or conforming GOODS are tendered after 30 days from the proposal date without prior written approval by DEPOSITOR, WILLIAMS may refuse to accept such If WILLIAMS accepts such GOODS, DEPOSITOR agrees to rates and charges as may be assigned and invoiced by WILLIAMS and to all terms of this AGREEMENT.

1.3 Any GOODS accepted by WILLIAMS shall constitute GOODS under this AGREEMENT.

1.4 This AGREEMENT may be canceled by either party upon 30 days written notice and is canceled if no storage or other services are performed under this AGREEMENT for a period of 180 days.


DEPOSITOR agrees that all GOODS shipped to WILLIAMS shall identify DEPOSITOR on the bill of lading or other contract of carriage as the named consignee, in care of WILLIAMS, and shall not identify WILLIAMS as the consignee. If, in violation of this AGREEMENT, GOODS are shipped to WILLIAMS as named consignee on the bill of lading or other contract of carriage, DEPOSITOR agrees to immediately notify carrier in, writing, with copy of such notice to WILLIAMS, that WILLIAMS named as consignee is the “in care of party” only and has no beneficial title or interest in the GOODS. Furthermore, WILLIAMS shall have the right to refuse such GOODS and shall not be liable for any loss, mis-consignment, or damage of any nature to, or related to, such GOODS. Whether WILLIAMS accepts or refuses GOODS shipped in violation of this Section 2, DEPOSITOR agrees to indemnify and hold WILLIAMS harmless from all claims for transportation, storage, handling and other charges relating to such GOODS, including undercharges, rail demurrage, truck/intermodal detention and other charges of any nature whatsoever.


All GOODS shall be delivered at the FACILITY properly marked and packaged for storage and handling. The DEPOSITOR shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired.


4.1 Unless otherwise agreed in writing, all charges for storage are per package or other agreed unit per month.

4.2 The storage month begins on the date that WILLIAMS accepts care, custody, and control of the GOODS, regardless of unloading date or date of issue of warehouse receipt.

4.3 Except as provided in paragraph (d) of this section, a full month’s storage charge will apply on all GOODS received between the first and the last, inclusive, of a calendar month (unless otherwise agreed upon by both parties), and a full month’s storage charge will apply to all GOODS in storage on the first day of the next and succeeding calendar months. All storage charges are due and payable on the first day of storage for the initial month and thereafter on the first day of the calendar month.

4.4 When mutually agreed in writing by WILLIAMS and the DEPOSITOR, a storage month shall extend from a date in one calendar month to, but not including, the same date of the next and all succeeding months. All storage charges are due and payable on the first day of the storage month.


5.1 Instructions to transfer GOODS on the books of WILLIAMS are not effective until delivered to and accepted by WILLIAMS, and all charges up to the time transfer is made are chargeable to the DEPOSITOR. If a transfer involves re-handling the GOODS, such transfer will be subject to handling and other charges, as applicable. When GOODS in storage are transferred from one party to another through issuance of a new warehouse receipt, a new storage date is established on the date of transfer.

5.2 WILLIAMS reserves the right to move, at its expense, 14 days after notice is sent by certified mail or overnight delivery to the DEPOSITOR, any GOODS in storage from the FACILITY in which they may be stored to any other of WILLIAMS’s Facilities. WILLIAMS will store the GOODS at and may without notice move the GOODS within and between, any one or more of the warehouse buildings which comprise the FACILITY identified on the front of this AGREEMENT.

5.3 WILLIAMS may, upon written notice of not less than 30 days to the DEPOSITOR and any other person known by WILLIAMS to claim an interest in the GOODS, require the removal of any GOODS. Such notice shall be given to the last known place of business of the person to be notified. If GOODS are not removed before the end of the notice period, WILLIAMS may sell them in accordance with applicable law.

5.4 If WILLIAMS in good faith believes that the GOODS are about to deteriorate or decline in value to less than the amount of WILLIAMS’s lien before the end of the 30-day notice period referred to in Section 5.3, WILLIAMS may specify in the notification any reasonable shorter time for removal of the GOODS and if the GOODS are not removed, may sell them at public sale held one week after a single advertisement or posting as provided by law.

5.5 If as a result of a quality or condition of the GOODS of which WILLIAMS had no notice at the time of deposit the GOODS are a hazard to other property or to the FACILITY or to persons, WILLIAMS may sell the GOODS at public or private sale without advertisement on reasonable notification to all persons known to claim an interest in the GOODS. If WILLIAMS after a reasonable effort is unable to sell the GOODS it may dispose of them in any lawful manner and shall incur no liability by reason of such disposition. Pending such disposition, sale or return of the GOODS, WILLIAMS may remove the GOODS from the FACILITY and shall incur no liability by reason of such removal.


6.1 The handling charge covers the ordinary labor involved in receiving GOODS at warehouse door, placing GOODS in storage, and returning GOODS to warehouse Handling charges are due and payable on receipt of GOODS.

6.2 Unless otherwise agreed in writing, labor for unloading and loading GOODS will be subject to a charge. Additional expenses incurred by WILLIAMS in receiving and handling damaged GOODS, and additional expense in unloading from or loading into cars or other vehicles not at Warehouse door will be charged to the DEPOSITOR.

6.3 Labor and materials used in loading rail cars or other vehicles are chargeable to the DEPOSITOR.

6.4 When GOODS are ordered out in quantities less than in which received, WILLIAMS may make an additional charge for each order or each item of an order.

6.5 WILLIAMS shall not be liable for any demurrage or detention, any delays in unloading inbound cars, trailers or other containers, or any delays in obtaining and loading cars, trailers or other containers for outbound shipment unless WILLIAMS has failed to exercise reasonable care.


7.1 No GOODS shall be delivered or transferred except upon receipt by WILLIAMS of DEPOSITOR’s complete written instructions. Written instructions shall include, but are not limited to, FAX, EDI, E-Mail or similar communication, provided WILLIAMS has no liability when relying on the information contained in the communication as received. GOODS may be delivered upon instruction by telephone in accordance with DEPOSITOR’s prior written authorization, but WILLIAMS shall not be responsible for loss or error occasioned thereby.

7.2 When GOODS are ordered out a reasonable time shall be given WILLIAMS to carry out instructions, and if it is unable because of acts of God, war, public enemies, seizure under legal process, strikes, lockouts, riots or civil commotions, or any reason beyond WILLIAMS’s control, or because of loss of or damage to GOODS for which WILLIAMS is not liable, or because of any other excuse provided by law, WILLIAMS shall not be liable for failure to carry out such instructions and GOODS remaining in storage will continue to be subject to regular storage charges.


8.1 WILLIAMS labor required for services other than ordinary handling and storage will be charged to the DEPOSITOR.

8.2 Special services requested by DEPOSITOR including but not limited to compiling of special stock statements; reporting marked weights, serial numbers or other data from packages; physical check of GOODS; and handling transit billing will be subject to a charge.

8.3 Dunnage, bracing, packing materials or other special supplies, may be provided for the DEPOSITOR at a charge in addition to WILLIAMS’s cost.

8.4 By prior arrangement, GOODS may be received or delivered during other than usual business hours, subject to a charge.

8.5 Communication expense including postage, overnight delivery, or telephone may be charged to the DEPOSITOR if such concern more than normal inventory reporting or if, at the request of the DEPOSITOR, communications are made by other than regular United States Mail.


9.1 A charge in addition to regular rates will be made for merchandise in bond.

9.2 Where a warehouse receipt covers GOODS in S. Customs bond, WILLIAMS shall have no liability for GOODS seized or removed by U.S. Customs.


10.1 A minimum handling charge per lot and a minimum storage charge per lot per month will be made. When a warehouse receipt covers more than one lot or when a lot is in assortment, a minimum charge per mark, brand, or variety will be made.

10.2 A minimum monthly charge to one account for storage and/or handling will be made. This charge will apply also to each account when one customer has several accounts, each requiring separate records and billing.


11.1 WILLIAMS shall not be liable for any loss or damage to GOODS tendered, stored or handled however caused unless such loss or damage resulted from the failure by WILLIAMS to exercise such care in regard to them as a reasonably careful person would exercise under like circumstances and WILLIAMS is not liable for damages which could not have been avoided by the exercise of such care.

11.2 GOODS are not insured by WILLIAMS against loss or damage however caused.

11.3 The DEPOSITOR declares that damages are limited to 100 times the storage rate, provided, however, that such liability may at the time of acceptance of this Agreement as provided in Section 1 be increased upon DEPOSITOR’s written request on part or all of the GOODS hereunder in which event an additional monthly charge will be made based upon such increased valuation.

11.4 Where loss or damage occurs to tendered, stored or handled GOODS, for which WILLIAMS is not liable, the DEPOSITOR shall be responsible for the cost of removing and disposing of such GOODS and the cost of any environmental cleanup and site remediation resulting from the loss or damage to the GOODS.


12.1 Claims by the DEPOSITOR and all other persons must be presented in writing to WILLIAMS within a reasonable time, and in no event any later than the earlier of: (i) 60 days after delivery of the GOODS by WILLIAMS or (ii) 60 days after DEPOSITOR is notified by WILLIAMS that loss or damage to part or all of the GOODS has occurred.

12.2 No lawsuit or other action may be maintained by the DEPOSITOR or others against WILLIAMS for loss or damage to the GOODS unless timely written claim has been given as provided in paragraph (a) of this section and unless such lawsuit or other action is commenced by no later than the earlier of: (i) nine months after date of delivery by WILLIAMS or (ii) nine months after DEPOSITOR is notified that loss or damage to part or all of the GOODS has occurred.

12.3 When GOODS have not been delivered, notice may be given of known loss or damage to the GOODS by mailing of a letter via certified mail or overnight delivery to the Time limitations for presentation of claim in, writing and maintaining of action after notice begin on the date of mailing of such notice by WILLIAMS.


WILLIAMS shall not be liable for any loss of profit or special, indirect, or consequential damages of any kind.


If WILLIAMS negligently misships GOODS, WILLIAMS shall pay the reasonable transportation charges incurred to return the misshipped GOODS to the FACILITY. If the consignee fails to return the GOODS, WILLIAMS’s maximum liability shall be for the lost or damaged GOODS as specified in Section 11 above, and WILLIAMS shall have no liability for damages due to the consignee’s acceptance or use of the GOODS whether such GOODS be those of the DEPOSITOR or another.


WILLIAMS shall be liable for loss of GOODS due to inventory shortage or unexplained or mysterious disappearance of GOODS only if DEPOSITOR establishes such loss occurred because of WILLIAMS’s failure to exercise the care required of WILLIAMS under Section 11 above. Any presumption of conversion imposed by law shall not apply to such loss and a claim by DEPOSITOR of conversion must be established by affirmative evidence that WILLIAMS converted the GOODS to WILLIAMS’s own use.


DEPOSITOR represents and warrants that DEPOSITOR is lawfully possessed of the GOODS and has the right and authority to store them with WILLIAMS. DEPOSITOR agrees to indemnify and hold harmless WILLIAMS from all loss, cost and expense (including reasonable attorneys’ fees) which WILLIAMS pays or incurs as a result of any dispute or litigation, whether instituted by WILLIAMS or others, respecting DEPOSITOR’s right, title or interest in the GOODS.  Such amounts shall be charges in relation to the GOODS and subject to WILLIAMS’s lien.


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


18.1 If any provision of this AGREEMENT, or any application thereof, should be construed or held to be void, invalid or unenforceable, by order, decree or judgment of a court of competent jurisdiction, the remaining provisions of this AGREEMENT shall not be affected thereby but shall remain in full force and effect.

18.2 WILLIAMS’s failure to require strict compliance with any provision of this AGREEMENT shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provision(s) of this AGREEMENT.

18.3 The provisions of this AGREEMENT shall be binding upon the heirs, executors, successors and assigns of both DEPOSITOR and WILLIAMS; contain the sole AGREEMENT governing GOODS tendered to WILLIAMS; and, cannot be modified except by a writing signed by WILLIAMS and DEPOSITOR.

LIEN – Sec. 19

WILLIAMS shall have a general warehouse lien for all lawful charges for storage and preservation of the GOODS; also for all lawful claims for money advanced, interest, insurance, transportation, labor, weighing coopering, and other charges and expenses in relation to such GOODS, and for the balance on any other accounts that may be due. WILLIAMS further claims a general warehouse lien for all such charges, advances and expenses with respect to any other GOODS stored by the DEPOSITOR in any other facility owned or operated by WILLIAMS. In order to protect its lien, WILLIAMS reserves the right to require advance payment of all charges prior to shipment of GOODS.


Documents of title, including warehouse receipts, may be issued either in physical or electronic form at the option of the parties.


This AGREEMENT and the legal relationship between the parties hereto shall be governed by and construed in accordance with the substantive laws of South Carolina, including Article 7 of the Uniform Commercial Code as ratified in that state, notwithstanding its conflict of laws rules. Any lawsuit or other action involving any dispute, claim or controversy relating in any way to this AGREEMENT shall be brought only in the appropriate state or federal court in the state where the FACILITY is located.

The parties acknowledge the Limitation of Liability and Damages in Section 11.