Last Updated 20th January 2024

TERMS AND CONDITIONS

THESE TERMS AND CONDITIONS (“AGREEMENT”) GOVERN YOUR ACCESS TO AND RECEIPT OF THE SERVICES BY ENZONE LLC. BY ACCESSING AND RECEIVING THE SERVICES, YOU AGREE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE LEAVE THE SITE BY CLICKING HERE.

This Agreement is between you (“Member” or “You”) and EnZone LLC (“EnZone,” “EnZone PrepWorks,” “we,” and “us”), hereafter referred to as “EnZone”, a United States Limited Liability Company with its principal place of business at 1207 N FM 3083 Rd E, Conroe, Texas, USA 77303 on behalf of itself, its affiliates, and its managed and contracted entities. Throughout this Agreement, EnZone and Member may be referred to individually as “Party” or collectively as “Parties”.

WHEREAS EnZone is in the business of warehousing, prepping, storing and forwarding goods, the “Services”; and

WHEREAS Member desires to engage EnZone to provide warehousing and related services, and EnZone desires to provide such services to Member.

ACCEPTANCE OF THE AGREEMENT

1.1 ACCEPTANCE OF THIS AGREEMENT.

By using the Services, the Member is agreeing to be bound by this Agreement. If the Member is using the Services on behalf of an organization, Member agrees to this Agreement on behalf of that organization and represents it has the authority to agree to this Agreement on behalf of that organization.

1.2 CHANGES TO TERMS.

EnZone reserves the right to change this Agreement from time to time without notice to the Member. Member's continued use of and receipt of the Services after such modifications will constitute Member's acknowledgement of the modified agreement and Member's agreement to abide and be bound by the modified terms and conditions

1.3 UPDATES.

EnZone is always evolving and the form and nature of the Services may change from time to time without notice to Members.

ENZONE'S RESPONSIBILITIES

2.1 SERVICES.

In consideration for Member's payment of the applicable Fees, EnZone shall provide warehousing, storage, handling, processing, and related services (the "Services"). The term “Goods” means physical products intended for commercial distribution and includes products tendered by the Member to EnZone facilities with intent to distribute to online marketplaces. EnZone shall have sole and exclusive control over the manner in which it performs the Services. EnZone may utilize such persons and/or entities as it deems necessary in connection with the Services including but not limited to third party software providers, warehouses, customs brokers, air carriers, water carriers, rail carriers, motor carriers, or other transportation providers (“Subcontractors”).

2.2 USE OF SUBCONTRACTORS

2.2.1

Member understands and agrees that the Subcontractors are independent contractors with exclusive control over their respective employees, and are not agents, employees, or authorized representatives of EnZone.

2.2.2

When EnZone uses Subcontractors, EnZone will take commercially reasonable efforts to ensure such Subcontractors shall (i) have such licenses and permits as are required by applicable Governmental Authority for the lawful provision of the sub-contracted services; and (ii) perform the Services pursuant to the requirements set forth in this Agreement. “Governmental Authority” shall mean any national, federal, state, local, or other government including but not limited to any departments, agencies, boards, commissions, bureaus, offices, subdivisions, ports, bodies, authorities, corporations, or other entities.

2.2.3

EnZone shall at all times during the term of this Agreement be responsible for payments to such Subcontractors, including without limitation, freight or storage charges and any other charges or compensation as required by applicable laws and regulations.

2.2.4

EnZone shall not be liable for any action or inaction by Subcontractors or the agents thereof provided EnZone exercises reasonable care in its selection of those Subcontractors. EnZone shall not be liable for any delay or loss that occurs while a Subcontractor or its agents has control or custody of the shipment.

2.3 EXTENUATING CIRCUMSTANCES.

Without prior notice to Member and without risk of liability, EnZone or any Subcontractor performing the Services shall be entitled to terminate the Services, dispose of the Goods, store the Goods, transfer the Goods, sell the Goods, or unpack the Goods from their containers, in the following situations, regardless of the foreseeability:

2.3.1

The Services are adversely affected by an Act of God. “Act of God” means a wind storm, earthquake, fire, flood, war, crime, invasion, terrorism, or any other comparable act beyond the reasonable control of EnZone and outside of any blame or fraud;

2.3.2

Any carrier by land, water, or air undertaking any part of the Services including, but not limited to, sub-carriers, bailees, inland carriers, connecting carriers, and sub-carriers, suspends service for any or all parts of the Services due to improper paperwork or communications from the member, it’s imperative that member understand the requirements of international or domestic shipping documentation and timing;

2.3.3

Member commences or becomes part of a bankruptcy, receivership, or insolvency proceeding or assigns any title, rights, or interest for the benefit of creditors;

2.3.4

Any third party asserts a legal right to the Goods that has not been contracted to take part in the Services;

2.3.5

The Goods are seized, confiscated, or detained by a Governmental Authority by judicial or non-judicial means;

2.3.6

There is a present or likely risk of loss, injury, delay, danger, or other hindrance to EnZone, any third parties involved in performing the Services, the Goods, the means of transportation, or other property involved in the Services;

2.3.7

There is a present or likely risk that the performance of Services will be unlawful, impossible, impracticable, or unsafe in any way or it proves against the interest of either party to continue to perform under the Agreement.

2.3.8

EnZone shall not be liable or responsible to Member, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of EnZone including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers, or inability or delay in obtaining supplies of adequate or suitable materials, materials, or telecommunication breakdown or power outage. In the event of one of the above circumstances, EnZone shall promptly notify the Member of the particular situation, the estimated duration of the situation, and the resulting effect of the situation on the performance in this Agreement.

2.4 NON-EXCLUSIVE.

It is understood and agreed between the parties that this Agreement is non-exclusive and EnZone shall be free to accept Goods from companies other than Member and Member shall be free to utilize prep centers, warehouses, and logistics services from companies other than EnZone.

2.5 WEB APPLICATION.

As part of the Services, the Member shall be granted a limited, non-exclusive, non-assignable, revocable right to use the EnZone web application or third party software tools as provided with the Services (“App”). All other rights in the App are reserved by EnZone or the owner of the App. Member's use of the App provided on an 'as is' basis and EnZone makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights in association with the App.

2.6

EnZone may refuse to accept any Goods for processing or storage if the Goods tendered do not conform to the description contained on the Shipment Order or other written instructions. Before tendering Goods that require specialized handling, the Member shall identify such Goods and special handling requirements to EnZone in writing and EnZone may decline to process or store such goods. Member is solely responsible for providing complete and accurate handling and storage instructions for any Goods, including any applicable safety procedures. If EnZone accepts any Goods for processing or storage that require special handling, then Member agrees to rates and charges as may be assigned and invoiced by EnZone as well as all terms and conditions of this Agreement. Member shall not tender hazardous materials or dangerous Goods.

2.7

EnZone is not responsible for any case of lost or damaged packages that may occur on the carrier side. EnZone is responsible for Member goods once they have been “received” and until they have been “shipped”. Inbound packages are constituted as “received” if the bill of lading or other contract of carriage is signed by an authorized EnZone representative. Outbound packages are constituted as “shipped” if they have the “shipped” status in the App or within the Member’s marketplace management system, usually Amazon Seller Central.

MEMBER'S RESPONSIBILITIES

3.1 CHARGES AND COSTS.

Unless otherwise agreed to by the Parties in writing or by service requested, Member shall pay any and all Fees in advance of the Services being performed. In the event that EnZone agrees to extend credit to Member for any Fees, this extension shall not be a waiver by EnZone of this provision. “Fees” means the applicable payments to be made by the Member to EnZone for the Services. Once each order is completed (service performed), the appropriate invoice is created and sent to the Member for a review. Member agrees and confirms that when invoice has been delivered and been accepted/approved by making the payment, each of the fees are non-refundable by any cause and non-creditable against other payable fees. Member shall pay the storage charges and service fees at the rates set forth in the price quotation (rate card) in effect at the time such charges accrue, or the Services are performed. All fees are subject to change without notice at EnZone’s sole discretion. Member is subject to and shall pay the minimum monthly charge as set forth in the price quotation (rate card) in effect at the time such charges accrue, or the Services are performed. Member must notify EnZone by the seventh (7th) day of the month in writing to avoid the minimum monthly invoice.

3.2 ACCURATE DATA AND INFORMATION.

Member shall provide EnZone with complete, accurate, and timely information regarding the Goods to be transported, processed or stored. It is the sole responsibility of Member to review and verify any and all information and data filed on behalf of Member and to promptly inform EnZone of any errors and omissions. Member shall indemnify, defend, and hold harmless EnZone and its officers, employees, agents, subcontractors and insurers, against all claims, liabilities, losses, fines, reasonable attorney fees and costs and other expenses arising out of or caused by incomplete, inaccurate and/or untimely information being provided by Member to EnZone regarding the Goods to be transported processed or stored. Member shall (i) tender any Goods for storage only during EnZone's posted business hours for the Warehouse; (ii) tender all Goods to the Warehouse properly marked and packed for storage and handling; (iii) provide EnZone with information concerning the Goods that is accurate, complete, and sufficient to allow EnZone to comply with all laws and regulations concerning the storage, handling, processing, and transportation of the Goods; and (iv), if necessary, furnish at or prior to tender of the Goods for storage written instructions listing any categories of Goods, brands or sizes to be separately kept and accounted for, and the types of storage and other services Requested.

3.3 REPRESENTATIONS AND WARRANTIES.

Member represents and warrants that it has all right, title, and interest in and to the Goods, and has all right and authority to store them with EnZone and thereafter direct the release and/or delivery of the Goods, and that the Goods are not infringing on any third party's intellectual property or trademark rights. In the event EnZone is accused of infringement, Member shall indemnify, defend, and hold harmless EnZone and its officers, employees, agents, subcontractors and insurers, against all claims, liabilities, losses, fines, reasonable attorney fees and costs and other expenses arising out of or associated with such claim.

3.4 HAZARDOUS MATERIAL TRANSPORTATION

Member shall provide EnZone with advance written notice of the proposed shipment, processing or storage of any hazardous or dangerous material, as that term is used and defined in the Hazardous Material Transportation Act, 49 U.S.C. § 5101, et seq. or any other applicable statute, regulation or other law (“Hazardous Material”). Prior to transportation, processing or storage of the Hazardous Material, Member shall first receive written permission from EnZone.

If agreed, Member will provide EnZone with a current Material Safety Data Sheet or any other Hazardous Material document required to be prepared and provided by Member or its agent for the Hazardous Material shipment, processing, or storage. Member shall indemnify, defend, and hold harmless EnZone and its officers, employees, agents, subcontractors and insurers, against all claims, liabilities, losses, fines, reasonable attorney fees and costs and other expenses arising out of or related to exposure to or release of any Hazardous Material, including without limitation, fines or expenses relating to the removal or treatment of Hazardous Material or any other remedial action pertaining to the Hazardous Material under federal, state, or foreign law, if: (i) Member fails to provide the notice and obtain written permission from EnZone required by this provision prior to tendering the Hazardous Material; (ii) the contact, exposure, or release resulted from the improper packaging or loading or other acts or omissions of the Member, its employee, or agents; or (iii) the contact, exposure, or release occurred subsequent to the transport or storage of the Hazardous Material by EnZone.

3.5

For all Goods shipped to the Warehouse, Member shall ensure that the bill of lading or other contract of carriage as well as all declarations to government regulatory agencies (i) identify Member as the named consignee, in care of EnZone, and (ii) do not identify EnZone as the consignee. If any Goods are shipped to the Warehouse naming EnZone as named consignee on the transportation documents, Member shall promptly notify the carrier in writing that EnZone is (i) the "in care of party" only and (ii) does not have any beneficial title or interest in the Goods. EnZone may refuse to accept any Goods tendered for processing or storage in violation of this provision and shall not be liable for any loss or damage to, or misconsignment of, such Goods. Whether EnZone accepts or refuses goods shipped in violation, Member agrees to indemnify and hold EnZone harmless from all claims for transportation, storage, handling, and other charges relating to such goods, including surcharges, undercharges, rail demurrage, truck/intermodal detention, and other charges of any nature whatsoever. Member further agrees to indemnify, defend, and hold EnZone harmless from any costs, liabilities, actions, penalties, or expenses of any kind associated with the improper declaration of EnZone as consignee.

3.6

Member shall provide EnZone with reasonable advance written notice and preparatory instruction if it desires to order any Goods released from the Warehouse (the comprehensive preparatory instruction must be provided by the Member prior to the order being picked and processed). Such a written notice and a preparatory instruction must be provided in the App or as otherwise instructed by EnZone. Subject to receipt of such instructions and payment of all outstanding invoices and other fees, EnZone shall release the requested Goods to Member or its designee. Goods may not be delivered on instructions by telephone or oral communication. Member shall give EnZone a reasonable time after EnZone's receipt of Member's written instructions to carry out Member's instructions to release the Goods to Member or its designee. EnZone may without liability rely on any information contained in any Shipment Order or other written communication from Member. Member shall be responsible for all shipping, handling, and other charges assessed by carriers and/or third parties in connection with the delivery and/or other shipment of the Goods. The member of record shall be responsible for all charges up to the time the actual transfer of the applicable Goods is made.

PAYMENTS

4.1 GENERALLY.

By using a bank account or credit card to pay for the Services, Member authorizes EnZone to debit any specified and undisputed amounts to cover Member's purchases. Member further agrees to authorize its financial institution to deduct those specified and undisputed amounts to cover Member's purchases. Member shall make all payments hereunder in US dollars unless prior written consent is given for Canadian Dollars, Pound Sterling, Australian Dollars or Euro. EnZone reserves the right to require payment in only one currency when required to do so under the law or by the governing mandates of our payment processing partners.

4.2 RETURNED PAYMENT.

In the event a payment is returned, Member authorizes EnZone to charge a one-time charge to Member's bank account to cover the return fee provided the fee is reasonable unless agreed to otherwise in a signed writing.

4.3 LEGAL ACTION.

EnZone is entitled to initiate a legal action or proceeding to collect any overdue payments or disputes over any money owed to EnZone. The costs recoverable by EnZone shall include the greater of a one and a half percent (1.5%), or fifty dollars ($50USD) late payment fee per invoice on the outstanding balance or the highest rate permitted by law. Member shall reimburse EnZone for all costs incurred in collecting any late payments and any costs arising from such action or proceeding, including, without limitation, reasonable attorneys' fees. In addition to all other remedies available under this Agreement or at law (which EnZone does not waive by the exercise of any rights hereunder), EnZone shall be entitled to suspend the release of any Goods or cease performance of any services if Member fails to pay any amounts when due hereunder. In addition, EnZone reserves the right to require payment in full in cash of all amounts owed by the Member in advance of the release of the Goods. Member shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with EnZone, whether relating to EnZone's breach, bankruptcy, or otherwise.

4.4 INQUIRIES; ERRORS.

Member shall refer to EnZone first regarding any issues or erroneous information involving invoices, payments, or transactions. All inquiries may be directed toward EnZone via email to

[email protected]

4.5 NO OFFSET

Member shall not off-set any claims against Fees without written permission by EnZone.

4.6 CONFISCATED GOODS

In the event any Goods are confiscated or detained by a Government Authority, this event shall not excuse or diminish Member's responsibility or liability to promptly pay any and all charges or costs.

4.7 QUOTATIONS NOT BINDING

The parties understand that additional services and charges other than those initially set forth herein may periodically arise. Any quotation for any charges related to the Services provided by EnZone to Member, including, but not limited to, duties, fees, and insurance premiums, shall not be binding upon EnZone unless agreed to in writing and signed by both parties. Such quotations are subject to change without notice. Unless the quotation and the written acceptance clearly indicate that the Services provided and the applicable rate are to be on an extended basis, the quotation shall only apply to the immediate services provided. Services provided pursuant to quotations will be subject to the terms of this Agreement.

4.8 RIGHT TO SELL GOODS

EnZone shall be entitled to sell Member's Goods at public or private auction provided that Member does not satisfy the payment of all amounts owed plus current and future storage charges in full by cash or credit within thirty (30) days upon receipt of notice.

4.9 OVERDUE ACCOUNTS

In the event any invoice issued to Member is overdue by more than five (5) days, EnZone may suspend all Services until Member's account has been brought current.

GENERAL LIENS.

5.1 In the event Member owes any amount to EnZone on a shipment(s) and EnZone possesses or controls, either actually or collectively, the aforementioned shipment(s), EnZone may, and Member authorizes EnZone to, execute a general and continuing lien on that shipment and/or any prior shipments or Goods under the control or in the possession of EnZone. In addition, EnZone shall have a lien on the Goods and upon the proceeds from the sale thereof to secure Member's payment of all fees, charges and expenses incurred hereunder in connection with the storage, transportation, preservation, and handling of the Goods, as well as for like charges and expenses in relation to any other Goods whenever deposited with EnZone by Member. EnZone may enforce this lien at any time, including by selling all or any part of the Goods and/or any prior shipments in accordance with applicable law.

5.2

In the event that EnZone executes a lien on Member, EnZone shall provide Member with written notice of the amount owed plus other related charges such as for ongoing storage of the Goods and/or shipments on which the lien is claimed. Pursuant to such a lien, it is the responsibility of Member to notify any and all parties with any interest in the shipment on which the lien is claimed and of EnZone's rights to execute the lien.

5.3

If the shipments cannot be identified by EnZone and Member has not required the shipments to be received within fourteen (14) days, such shipments are subject to be considered as “Abandoned Inventory”. EnZone may without liability remove “Abandoned Inventory” and sell “Abandoned Inventory” at public or private sale or may dispose of them without liability in any lawful manner.

TERM

6.1 TERM.

The term of this Agreement shall commence upon Member purchasing the Services and shall continue until otherwise terminated hereunder.

6.2 TERMINATION FOR CAUSE

If either Party shall fail to perform any of the covenants or obligations of performance and payment imposed upon it under and by virtue of this Agreement (except where such failure is excused under other provisions of this Agreement), the other Party shall give the defaulting Party written notice, stating specifically the cause for which the notice of default is given. If, within a period of thirty (30) days after such notice, the defaulting Party has not removed and remedied the default, then the Party not in default may cancel this Agreement without any further obligation by immediately furnishing the defaulting party a notice of cancellation.

6.3 TERMINATION FOR CONVENIENCE

EnZone may terminate this Agreement without cause by providing Member with ten (10) days' prior advance notice of its intent to terminate.

6.4 EFFECT OF TERMINATION

Upon termination or expiration of this Agreement, EnZone will provide Member with an invoice for all then-due or past-due Services EnZone has not yet received payment, and Member agrees to pay any undisputed amounts set forth in such invoice within three (3) days. After Member's payment is received, Member shall arrange the removal of all Goods from the Warehouse within fourteen (14) days within the guidelines of the mutually agreed withdrawal process between EnZone and Member. If Member does not arrange to promptly remove such Goods, Goods are subject to be considered as “Abandoned Inventory”. EnZone may without liability remove “Abandoned Inventory” and sell “Abandoned Inventory” at public or private sale or may dispose of them without liability in any lawful manner.

RISK OF LOSS; TRANSPORTATION DOCUMENTS

7.1 RISK OF LOSS

It is understood and agreed between the parties that, unless otherwise expressly agreed to by EnZone in this Agreement, EnZone shall not assume the risk of loss for any of the Member's Goods.

7.2 TRANSPORTATION DOCUMENTS

Each shipment under this Agreement shall be evidenced by one or more transportation documents, which may include, but are not limited to, bills of lading, air waybills, ocean bills of lading, warehouse receipts manifest, or any other documents purporting to control the custody and/or movement of the Goods (collectively, the “Transportation Documents”) showing the kind, quantity and condition of the Goods received and delivered by EnZone at the loading and unloading points, respectively. Except as provided herein, to the extent any term or condition of such Transportation Documents conflict in any way with any term or condition of this Agreement, this Agreement shall govern.

LOSS OR DAMAGE OF GOODS

8.1 SUBCONTRACTORS8.1.1 AIR TRANSPORTATION

EnZone shall ensure that indirect and direct air carriers assume liability to international air freight in accordance with the rules of the Warsaw Convention, as amended or altered by any applicable protocol adopted or ratified by the United States, and for any United States domestic shipments in accordance with common carrier liability. Unless otherwise provided for by law or international convention, all claims arising out of air transportation shall be properly served on EnZone no more than two (2) years from the date of the first loss.

8.1.2 OCEAN TRANSPORTATION

EnZone shall ensure that ocean carriers assume liability in accordance with Carriage of Goods by Sea Act (“COGSA”) 46 U.S.C. § 1300 et seq. In addition, COGSA shall apply with respect to the inland surface transportation of any Goods transported under an ocean bill of lading with a Himalaya clause, in which case the liability of EnZone and any of its Subcontractors, including any motor carrier and rail carrier, shall be limited to $500 USD per package or per customary freight unit unless a higher valuation is declared on the face of the ocean bill of lading in which case the liability shall be the actual amount of the loss or damage not to exceed the value declared on the ocean bill of lading. In the event a court of competent jurisdiction determines that COGSA is inapplicable to such inland transportation, then the liability of any inland carrier for any loss or damage occurring to the Goods within the United States shall be as set forth in 49 U.S.C. §§11706 and 14706. Unless otherwise provided for by law or international convention, all claims arising out of ocean transportation shall be properly served on EnZone no more than one (1) year from the date of the first loss.

8.1.3 MOTOR CARRIER AND RAIL CARRIER TRANSPORTATION

Except as otherwise set forth in Paragraph 8.2 above, EnZone shall ensure that, with respect to any portion of services provided within the United States, motor carrier and rail carrier assume liability as a common carrier (i.e. Carmack Amendment liability under 49 U.S.C. § 14706) for loss or damage of any and all of the Goods while under such carrier's care, custody or control, notwithstanding that a bill of lading, circular or tariff of a Subcontractor may state otherwise, subject to the standard exceptions to common carrier liability. For any portion of the Services provided outside the United States, EnZone shall insure that motor carriers and rail carriers assume liability for loss or damage in accordance with the laws governing said Services. Unless otherwise provided for by law or international convention, all claims arising out of motor carrier and rail carrier transportation shall be properly served on EnZone no more than one (1) year from the date of the first loss.

8.1.4 IMPORT ENTRY

EnZone shall not be liable for any delay caused by customs or port authorities. Any costs incurred as a result of the Goods being held or detained by customs or port authorities shall be the sole and exclusive responsibility of the Member. Member shall indemnify, defend, and hold harmless EnZone and its officers, employees, agents, subcontractors and insurers, against all claims, liabilities, losses, fines, reasonable attorney fees and costs and other expenses arising out of or related to the delays caused by customs or port authorities. Unless otherwise provided for by law or international convention, all claims arising out of the preparation and/or submission of any import entry shall be properly served on EnZone no more than sixty (60) days from the liquidation of the entry.

8.1.5 OTHER CLAIMS

Unless otherwise provided for by law or international convention, any and all other claims shall be properly served on EnZone no more than one (1) year from the date of the first loss.

8.2 ENZONE LIMITATIONS OF LIABILITY8.2.1 DIRECT DAMAGES

TO THE EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF ENZONE ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO ONE THOUSAND UNITED STATES DOLLARS ($1,000.00). THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO: (I) MEMBER'S OBLIGATION TO PAY FOR THE SERVICES; OR (II) LIABILITY RESULTING FROM MEMBER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

8.2.2 INDIRECT DAMAGES

ENZONE SHALL NOT BE LIABLE TO MEMBER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES AND REGARDLESS OF ANY FORESEEABILITY OF SUCH LOSS.

8.2.3

DISCLAIMER. EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, ENZONE DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WARRANTIES ARISING UNDER STATUTE, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. MEMBER ACKNOWLEDGES THAT IN ENTERING THIS AGREEMENT IT HAS NOT RELIED ON ANY PROMISE, WARRANTY OR REPRESENTATION NOT EXPRESSLY SET FORTH HEREIN.

8.3 CLAIMS PROCEDURES8.3.1

NOTICE OF DAMAGED OR LOST GOODS. Upon learning of any lost, damaged, or destroyed Goods, Member will promptly notify EnZone.

8.3.2 INVESTIGATION AND REPORT

EnZone shall promptly investigate the Member's claim. EnZone will pay each claim, decline payment with explanation, make a compromise settlement offer, or reasonably request additional information in writing, within ninety (90) days after the receipt of the claim by Member.

8.3.3.

ACTION AT LAW. Any action at law to recover any claim shall be instituted by Member against EnZone no later than one (1) year after EnZone has been provided with notice of Member's claim.

8.4

In the event of loss, damage or destruction of the Goods for which EnZone is legally liable, EnZone agrees to reimburse the member at the FOB or actual unit cost of the Goods, not to include storage, processing, taxes, duties, transportation or other sundry costs associated with the Goods. Member must provide proof of such cost as paid to the supplier. EnZone takes no responsibility for the loss of revenue or sales associated with the Parties’ loss of Goods.

RELATIONSHIP BETWEEN THE PARTIES

9.1 ENZONE AS AGENT

With respect to any interactions EnZone may have with any Government Authority, EnZone shall be an agent acting on behalf of Member. These interactions include, but are not limited to, import security filing services, the entry and release of goods, post entry services, the securing of export licenses, and the filing of export documentation.

9.2 NO PARTNERSHIP

Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between EnZone and Member. Neither party shall have any right or authority to assume or create any obligation of any kind expressed or implied in the name of or on behalf of the other party.

INDEMNIFICATION AND INSURANCE

10.1 INDEMNIFICATION

Member shall indemnify, defend, and hold harmless EnZone and its officers, employees, agents, subcontractors and insurers, against any and all claims, liabilities, losses, fines, reasonable attorney fees and costs and other expenses arising out of or related to this Agreement.

10.2 INSURANCE

Each Party shall maintain insurance from reputable insurance companies so that all costs and liabilities set out under this Agreement shall be sufficiently and wholly covered.

10.2.1

The Goods are not insured by EnZone for the benefit of the Member against fire or another casualty. EnZone will not be required to maintain a watchman or a sprinkler system, and Member acknowledges that EnZone's failure to do so will not constitute negligence or otherwise.

GENERAL PRINCIPLES.

11.1 ENTIRE AGREEMENT; AMENDMENTS

This Agreement constitutes the entire agreement between the Parties and supersedes any and all prior proposals, agreements, oral representations, or understandings with respect to this Agreement or its subject matter. Any future modification, representation, agreement, understanding, or waiver will be binding only if in writing signed by the parties sought to be bound.

11.2 SEVERABILITY

Both Parties agree that if any provisions, rights or obligations under this Agreement are deemed illegal, void, or unenforceable, all other provisions, rights, and obligations shall remain in effect.

11.3 SUCCESSORS AND ASSIGNS

This Agreement shall be binding and for the benefit of both parties and their respective successors and permitted assigns. Neither party may assign this Agreement without the written consent of the other party, except EnZone may assign this Agreement without the Member's prior written consent as part of a merger, consolidation, sale, or transfer of all or substantially all EnZone's assets.

11.4 WAIVER

With respect to this Agreement, performance of and compliance with any term of this Agreement may be waived if such waiver is in writing and signed by each Party. Any written and approved waiver does not constitute any additional waiver for any current or future obligation under this Agreement. Any excused breach that is appropriately written and approved of does not constitute a waiver of any subsequent breach.

11.5 SURVIVAL

The following Sections shall survive expiration or termination of this Agreement: 3.1 (CHARGES AND COSTS), 3.3 (REPRESENTATIONS AND WARRANTIES), 4 (PAYMENTS), 5 (GENERAL LIENS), 7 (RISK OF LOSS; TRANSPORTATION DOCUMENTS), 8.2 (LIMITATION OF LIABILITY); 8.3 (CLAIMS PROCEDURES), 9 (RELATIONSHIP BETWEEN THE PARTIES), and 10 (INDEMNIFICATION AND INSURANCE).

11.6 GOVERNING LAW

This Agreement, and any disputes arising out of or relating to this Agreement, shall be governed by and construed in accordance with the laws of the State of Texas, excluding its conflict of laws principles. You agree to the exclusive jurisdiction of the state and federal courts located in Conroe, Montgomery County, Texas for any such disputes. You also agree to waive any right of jury trial for any such dispute.

11.7 PRIVACY POLICY

The EnZone Privacy Policy available at

enzone.com/privacy-policy

(“Privacy Policy”) is hereby incorporated by reference and made a part of this Agreement. Where there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Privacy Policy, the terms and conditions of this Agreement shall control.

Contact Us

1207 N FM 3083 Rd E, Conroe, Texas 77303