Terms & Conditions

The following terms and conditions (the “Terms”) shall apply to the storage of transformers (“Goods”) by CORE Transformers, LLC (“CORE”) for customer (“Customer”).

1. Applicability

These Terms govern CORE’s storage of Goods on behalf of Customer and may only be modified by CORE in a quote or another written agreement signed by CORE’s Chief Executive Officer or Chief Revenue Officer. These Terms and CORE’s quote (collectively with these Terms, the “Agreement”) comprise the entire agreement between the parties regarding storage, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Any additional or conflicting terms in the Customer’s specifications, purchase order, or any other written or oral communication that would modify the Agreement are not binding on CORE unless agreed to in writing and signed by CORE’s Chief Executive Officer or Chief Revenue Officer.

Fulfillment of Customer’s purchase order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms or the Agreement.

2. Goods Stored at Facility

CORE will store the Goods at its facilities located at 295 Jacobs Rd, Seneca, South Carolina (the “Facility”). All Goods stored at the Facility shall at all times be and remain the exclusive personal property of Customer, subject to these Terms and the Agreement.

The Goods shall remain at the Facility during the storage period provided that CORE may, without notice, move any or all of the Goods to another location within the Facility. Further, CORE, in its discretion, may commingle any of Customer’s Goods, including commingling with goods of other customers.

The Goods may be stored outdoors at the Facility and, thus, the Goods may be exposed to the elements during storage.

3. Storage Fees

Customer shall be responsible for payment of fees for CORE’s storage of the Goods (the “Storage Fees”) as of the date on which the Goods arrived at the Facility and shall continue on a month-to-month basis. The Storage Fees shall continue to accrue for as long as any Goods remain at the Facility.

CORE shall have the right to adjust the Storage Fees upon sixty (60) days’ advance written notice to Customer. Customer shall be responsible for paying the full monthly Storage Fee even if the Goods are stored at the Facility for only a portion of a particular month.

4. Payment Terms

Customer shall pay the applicable Storage Fees within thirty (30) days of invoice receipt.

Any payment terms offered by CORE are subject to CORE’s credit approval of the Customer and without offset. CORE reserves the right to require pre-payment and progress payment(s) if deemed necessary.

Any amount overdue is subject to finance charges at the maximum rate permissible by law. CORE shall have no obligation to ship the Goods to Customer’s designated delivery location(s) until all applicable Storage Fees have been paid in full.

Customer is responsible for any tax imposed in connection with its Goods by any taxing body having jurisdiction over the Facility, including but not limited to, sales, use, excise or personal property tax. If the Customer claims a tax or other exemption, the Customer must provide a valid exemption certificate or permit and indemnify, defend and hold CORE harmless from any taxes, costs and penalties arising from same.

If the Customer disputes all or any portion of an invoice, it must provide written notice to CORE of the disputed amount and the basis for the dispute within 21 days of receiving the invoice. Failure of the Customer to timely notify CORE of any dispute constitutes a waiver of the Customer’s claim. If the Customer only disputes a portion of the invoice, the Customer must pay the undisputed portion.

5. Right to Inspect; Perform Tests

Customer shall have the right, upon five (5) days’ advance written notice to CORE and at Customer’s sole expense, to at any time thereafter inspect the Facility and the Goods during usual business hours, subject to CORE’s reasonable safety rules and protocols.

Additionally, Customer and/or its authorized representatives shall have the right, upon ten (10) days’ advance written notice to CORE and at Customer’s sole expense, to perform testing on the Goods prior to shipment to Customer’s designated delivery location(s), subject to CORE’s reasonable safety rules and protocols.

6. Risk of Loss

Customer shall bear the risk of loss of and damage to the Goods during storage, including any normal wear and tear associated with storage of the Goods outdoors. Where loss, damage or destruction occurs to stored Goods for which CORE is not liable, Customer shall be responsible for the cost of removing and disposing of such Goods.

7. Termination & Default

Customer is responsible for promptly arranging for the removal of all Goods from the Facility when the storage period ends for any reason, subject to payment of all outstanding Storage Fees. Unless otherwise agreed, CORE will ship the Goods, at Customer’s expense, FOB Origin to Customer’s designated location and Customer shall be responsible for unloading the Goods and all costs associated therewith at Customer’s designated delivery location.

If Customer fails to pay the Storage Fees for four (4) consecutive months, CORE reserves the right to deem the Goods abandoned and to assume ownership of the Goods with no obligation to return any previous Storage Fees paid by the Customer.

8. Force Majeure

CORE shall not be liable to the Customer or be deemed to be in breach of the terms of storage by reason of any failure or delay in the performance of any obligation if the delay or failure was due to force majeure. For the purposes of this cause, force majeure shall mean any event beyond the reasonable control of CORE or its subcontractors, including, but not limited to, any act of God, act of government or any authorities, cyber-attacks, war, blockades, import or export regulations or embargoes, unusually severe weather or natural disaster, acts of terrorism, accidents, sabotages, strikes, shortages in material or supply, infectious diseases, or epidemics.

9. Remedies / Limitation of Liabilities

CORE shall not be liable for any loss of or damage to the Goods during storage, however caused, unless such loss or injury resulted from the failure by CORE to exercise such care in regard to the Goods as a reasonably careful warehouseman would exercise under like circumstances.

CORE shall not be liable to the Customer for any incidental, indirect, special, punitive, or consequential damages, whether in contract, warranty, tort, strict liability or otherwise – including, but not limited to, loss of profits or revenue, loss of the use of the Goods or associated equipment, downtime costs, delays, and claims of any customers of the Customer.

CORE’s liability on any claim for loss or damage arising out of the storage of the Goods or from the performance or breach thereof shall not exceed the aggregate Storage Fees received by CORE for the storage of the Goods during the preceding 12 months.

All causes of action against CORE arising out of or relating to the Customer’s storage of the Goods with CORE shall expire unless brought within one year of the time such cause of action arose.

10. Indemnity

Customer shall indemnify and hold each CORE harmless from and against any and all losses, damages, liabilities, claims, actions, costs or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under these Terms and the cost of pursuing any insurance providers, arising out of or occurring in connection with the storage of the Goods to the extent caused by Customer.

11. Insurance

CORE and Customer shall maintain their usual and customary insurance coverage for general commercial, workers' compensation, property, and third-party liability claims associated with the Goods and the storage thereof.

12. Assignment

Customer shall have the right to assign its rights and obligations under these Terms and the Agreement, in part or in full, to any successor owner of the Goods. Following such assignment from Customer: (a) the successor owner(s) shall be entitled to continue storing the applicable Goods at the Facility pursuant to these Terms and the Agreement; (b) the successor owner(s) shall be billed the Storage Fee as of the first of the month following such assignment; and (c) the Goods shall be relabeled to reflect the name of the successor owner(s) as the Customer.

13. No Third-Party Beneficiaries

These Terms are for the sole benefit of CORE and Customer and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

14. Waiver & Severability

CORE’s failure to enforce any provision of these Terms or the quote shall not constitute a waiver of such provision. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. If any of these Terms are deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other Term herein or invalidate or render unenforceable such Term in any other jurisdiction.

15. Relationship of the Parties

The relationship between CORE and Customer by virtue of the storage of the Goods and these Terms is that of an independent contractor. The Terms and the Agreement do not, and shall not be deemed to, create any agency, partnership, joint venture, or employer-employee relationship.

16. Survival

Provisions of these Terms that, by their nature, should apply beyond their terms will remain in force after any termination or expiration of the order including, but not limited to, the following provisions: Insurance, Survival, and Applicable Law & Disputes.

17. Applicable Law & Disputes

If for any reason a dispute arises regarding these Terms or the Goods that cannot be settled by the parties, the Customer and CORE agree to submit the dispute to mediation prior to initiating litigation. The agreed-upon site shall be Greenville, SC unless an alternate site is mutually agreed upon by both parties. In the event that an action arises regarding these Terms or the Goods, the prevailing party shall be entitled to recover from the other party reasonably incurred costs, expenses, and attorney fees.

It is agreed upon that these Terms and the Customer’s storage of the Goods will be governed by the laws in the state of South Carolina. Any legal action arising out of or related to these Terms or the Goods shall be brought exclusively in the courts of South Carolina.