PREP-CENTER  SERVICES  AGREEMENT

This Prep-center Services Agreement (the “Agreement”) is made between STIM OPTIMUM, INC., a New York corporation (“Prep-center”) and a company (“Depositor”).
Witnesseth
WHEREAS, Prep-center is a provider of preparation services and operates a facility at the location: 1373 Old Route 209, Spring Glen, NY 12483 USA; and
WHEREAS, Depositor desires to store products (hereafter “Depositor’s Products” or “Products”) in the Storage Facility covered by this Agreement;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Prep-center and Depositor agree as follows:

1. TERM.
The initial term of this Agreement is 1 year from the date of registration. Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party. After 1 year, if none of the parties has warned the other party about the termination of the contract, then the contract is automatically extended for another 1 year.
A. Upon receipt of the notice of termination by either party, the Products may not be removed from the Storage Facility until all invoices, costs, and liabilities due under this Agreement are paid in full.
B. If Depositor’s Products remain at the Storage Facility after the effective date of termination of this Agreement, Depositor agrees to pay a monthly rate of 150% of the Storage Rate, until such Products are removed from the Storage Facility. Depositor shall be liable for the damages sustained by Prep-center, including but not limited to, any and all costs arising out of or incident to the removal of Depositor’s Products from the Storage Facility by Prep-center, unless caused by the sole negligence of Prep-center.
C. Upon termination of this Agreement, Depositor shall cooperate fully in the orderly and timely transition of the Depositor’s Products.

2. SERVICES.
Prep-center shall provide warehousing services to Depositor as provided on the website. In the event the Depositor requests additional services and charges that have not been provided for on the website, the parties can discuss and come to a solution that is acceptable to both parties.

3. CHARGES/BILLING.
As consideration for such services, Depositor shall pay to Prep-center the rates, fees and charges listed on the website hereto plus any other amounts owed to Prep-center under this Agreement, all in full, without any offset amounts for any discounts, claims, or billing disputes, within one (1) day of Prep-center invoice date. If the Depositor wishes to dispute any charges or has any claims against Prep-center, the parties shall work together to promptly resolve such dispute, but in any event any disputes shall be handled in accordance with the terms of this Agreement.
A. Depositor’s Products located in the Storage Facility, if any, may not be removed from the Storage Facility by Depositor or its agents, until full payment for services, costs, and liabilities due under this Agreement is received;
B. Depositor’s Products shall be subject to the lien provisions of Section 7 of this Agreement; and/or
C. In the event Depositor does not pay Prep-center in full within thirty (30) days of the date of Prep-center invoice, all unpaid amounts shall be subject to interest charges at the rate of 6.0% or the maximum rate permitted by law, whichever is less.

 

4. DAMAGE AND SHORTAGES.
Prep-center’s duty of care shall be that of a reasonably careful person under like circumstances and Prep-center’ shall not be liable for any loss, damage or injury to goods stored however caused unless such loss, damage or injury resulted from the failure by Prep-center to exercise such reasonable care, and Prep-center is not liable for losses, damages or injuries which could not have been avoided by the exercise of such care. Prep-center shall be liable for loss, damage or shortage to Depositor’s Product which (a) occurs from and after the date of Prep-center’s receipt of Product and while such Product remains in Prep-center’s care, custody or control, and in addition (b) is the result of Prep-center’s breach or default under any of the terms of this Agreement; provided Prep-center’s liability for such loss, damage or shortage shall be paid by Prep-center at the cost of sale. Without limiting the foregoing, Prep-center shall not be liable, in any amount, for any loss, damage or shortage occasioned by Depositor’s negligence, third party’s negligence (including, but not limited to, motor carriers), or any inherent defect in Depositor’s product. Depositor’s loss shall be calculated as the manufacturer’s cost. Prep-center shall not be liable for any indirect costs or special or consequential damages of any kind.

5. CLAIMS.
Depositor shall notify Prep-center of such claims for damage or shortage within sixty (60) days of discovery of such claim or delivery of the Products by Prep-center whichever is earlier. Depositor shall file any claims for damage or shortage in the appropriate jurisdiction within one (1) year of discovery of such a claim or delivery of the Products by Prep-center. If Depositor does not notify Prep-center of such claims within sixty (60) days of (a) discovery of such claim or (b) delivery of Products by Prep-center and does not file such a claim for damage or shortage within one (1) year of discovery of such claim or delivery of the Products by Prep-center, its failure to do so shall constitute a waiver by Depositor of any such claim and shall be an absolute defense for Prep-center to such claim, unless Prep-center expressly waives such defense in writing.

 

6. OVERCHARGE/UNDERCHARGE CLAIMS.
Any claims for overcharges or undercharges shall be made within ninety (90) days of the date of invoice. The claiming party shall notify the non claiming party according to the notice provisions of Section 14 of this Agreement, within ninety (90) days of the receipt of invoice. The parties shall then work to promptly settle the dispute.

7. LIEN.
Prep-center shall have a lien against all goods and on the proceeds thereof for all charges for storage, handling, transportation (including demurrage and terminal charges), insurance, labor, taxes, and other charges present or future with respect to the goods, credits, advances or loans by Prep-center in relation to the property, and for expenses necessary for preservation of the goods or reasonably incurred in their sale pursuant to law. This lien is a general lien on all goods stored now or thereafter, and shall be security for all amounts owed by Depositor for all charges and expenses whether related to the specific storage of goods or not. Goods will not be released, transferred or delivered until all charges and amounts due under these Terms and Conditions or any other agreement have been paid in full. Depositor agrees that it will execute all necessary documents to provide Prep-center, or any carrier it utilizes, with a perfected security interest in any goods that Prep-center, or any carrier it utilizes, agrees to release to Depositor without payment of all charges and expenses.

8. INSURANCE.
A. Prep-center shall maintain in effect the following types of insurance:
1). Workers’ Compensation Insurance as required by statute;
2). Comprehensive General Liability Insurance in amounts of not less than One million dollars ($1,000,000.00) per person and occurrence. Prep-center shall furnish Depositor with certificates evidencing such insurance upon request.
B. Depositor shall maintain in effect any Workers’ Compensation and/or Unemployment insurance required by law for its employees, agents and subcontractors.

9. FORCE MAJEURE.
Neither party to this Agreement shall be liable for any delays or failure to perform this Agreement caused by acts of God, public enemies, war, civil disorder, strike, or any other similar or different causes not within the reasonable control of the party in default.

10. COMPLIANCE WITH LAWS.
Each party shall conform to all rules, regulations and other requirements of all federal, state or local governmental bodies related to its obligations hereunder.

11. INDEPENDENT CONTRACTOR.
Each party shall, at all times while performing under this Agreement, act as an independent contractor and not as an employee or agent of the other party.

12. WAIVER.
No waiver by either party with respect to any provision hereof by the other party, shall operate or be construed as a waiver of any subsequent rights, duties or obligations and shall not preclude the exercise of any right or remedy such party may have at law, in equity or hereunder.

13. CONFLICT OF LAW.
In the event any provisions of this Agreement are held to be invalid or unenforceable under the applicable law in effect on or validly retroactive to the effective date of this Agreement, the remaining provisions or portions thereof shall remain in full force and effect.

14. APPLICABLE LAW.
The terms of this Agreement shall be governed by the laws of the State of New York.