THESE TERMS AND CONDITIONS SHALL GOVERN ALL TRANSACTIONS BETWEEN A2 ART STORAGE & SERVICES, LLC (“A2”), Exhibit Techs dba Artserve (“Artserve”) AND ITS CUSTOMERS, INCLUDING BUT NOT LIMITED ALL TRANSPORTATION, STORAGE AND OTHER SERVICES PROVIDED BY A2, AND SHALL BE SPECIFICALLY INCORPORATED BY REFERENCE INTO ALL OF A2’S AGREEMENTS:

1.             TENDER FOR STORAGE AND RELEASE: Customer may only store Items that are free and clear of all superior liens and that Customer has the legal right to store. Customer shall provide A2 with at least one business day’s prior written notice of each delivery and removal of Items. If Customer fails to provide A2 with at least one business day notice, A2 shall have the right to refuse the delivery and or removal of Items. Customer shall indemnify, defend, and hold A2 harmless from all claims for unpaid charges, including but not limited to any tax, transportation or storage charges, in connection with Items shipped to A2. Items may not contain dangerous, hazardous, odoriferous, radioactive, or leaking substances or any substance or material that is capable of contaminating or damaging A2 or A2 s Customers’ Items. Customer’s Items are accepted by A2 in apparent good order, except as noted otherwise. Items will not be inspected by A2 and A2 undertakes to handle, store and deliver Items in the packages in which the Items were originally received by A2. Condition reports prepared or issued by A2 during the normal course of business, for the purpose of noting damages visible to the naked and untrained eye, shall not be binding on A2.

2.             LIMITATION OF LIABILITY: A2’s liability for loss or damage to Items by any cause, even if such loss or damage is caused by the negligence of A2 during its performance of Services, is limited to $0.60 (sixty cents) per pound per article of Items as determined by the actual weight of the unwrapped article of Items, but it cannot exceed the actual loss. A2 shall not be liable for any claim in excess of $0.60 (sixty cents) per pound per article of Items, whether the result of negligence, loss, damage, delay, non-delivery, misdelivery or misinformation, unless Customer declares a higher value for all or a portion of the Items, pays an additional charge based upon the increased valuation of the items, and documents its actual loss in accordance with A2’s Claim filing rules. This limitation of liability for damage to Items applies to all transportation, storage, and Services performed by A2, including but not limited to packing, crating, storage, viewings, installations, and construction and repair of crates and travel frames.  A2 incorporates by reference all benefits, defenses and exemptions of the Carmack Amendment to the Interstate Commerce Act, 49 USC §14706the Convention on the Contract for International Carriage of Goods by Road (“CMR”), May 19, 1956, 399 U.N.T.S. 189, the Carriage of Goods by Sea Act ("COGSA"), the Harter Act, 46 U.S.C. § 30701, the Convention for the Unification of Certain Rules Relating to International Carriage by Air, signed at Warsaw, October 12, 1929, and that Convention as further amended by Montreal Protocol Nos. 1, 2, or 4 (referred to as the “Air Treaties”). Declared value, if any, must appear on all applicable contracts, including but not limited to the applicable Bill of Lading, Warehouse Receipt and /or Services Agreement and may only be entered by A2.  If the space provided for Declared Value on the applicable agreement is left blank, then no value is declared for the Items. A2’s liability is limited to $.60 per pound as set forth above unless Items are transported by sea (and then A2’s liability is limited to $500 per package or customary freight unit pursuant to COGSA) or by air (and then A2’s liability is limited to 19 SDR per kilogram pursuant to the Air Treaties).

The liability of A2 for loss or damage to Premises by any cause, including the negligence of A2, during its performance of Services, is limited to $500.00.  The liability of A2 for loss or damage to Contents by any cause, including the negligence of A2, during its performance of Services, is limited to $500.00.

3.             EXCLUSIONS: A2 shall not be liable for loss or damage to Items due to: improper or inadequate packaging by Customer, inherent vice, wear, tear, gradual deterioration, moths, insects, rodents, vermin, acts of God, war, terrorism, invasion, acts of foreign enemies, hostilities, civil war, rebellion, revolution, insurrection, military or usurped power, confiscation or nationalization, requisition or destruction of or damage to property under the order of any government or public or local authority, civil disobedience, actions by customs or government officials. A2 shall not be liable for punitive, consequential or special damages, including, but not limited to, loss caused by delay, emotional distress, lost revenue, income, market value, loss of use, utility or profit, irrespective of whether A2 knew that such damage could occur. A2 shall not be liable for the mechanical functions of pianos, radios, phonographs, clocks, barometers, mechanical refrigerators or other instruments or appliances.  A2 shall have no liability for damage caused by radiation of any kind, toxic, explosive or hazardous property, nuclear weapons or reactors, nuclear fuel, nuclear waste, or chemical, biological, bio-chemical or electromagnetic weapons.

4.            LIEN: A2 has a lien against Customer’s Items in accordance with the provisions of Minnesota Uniform Commercial Code §§336.7-209 and 336.7-210 and or any other applicable state laws. 

5.       ADDRESS OF CUSTOMER: The address of Customer that is stated in the relevant A2 agreement shall be relied upon by A2 for all purposes until change of address is given in writing to A2 and acknowledged in writing by A2. Notice of any change of address shall not be valid or binding against A2 if given or acknowledged in any other manner.

6.           LABOR, MATERIAL, DUTY AND FREIGHT CHARGES: A2 will charge for labor and materials furnished at its prevailing rates. Customer will promptly pay A2 for all Services rendered. Despite the acceptance by A2 of instructions to collect freight, duties, charges or other expenses from a Consignee or any other third party, Customer shall remain responsible for all such freight, duties, charges or expenses and shall immediately pay same to A2 upon receipt of proper demand and in the absence of evidence of payment (for whatever reason) by such Consignee or third party when due.

7.             DELIVERY TO CUSTOMER:  A2 shall be obligated to transport Items with reasonable dispatch and shall not be bound to transport Items by any particular timeline. Time shall not be of the essence in the delivery of any Items.  Any part or all of said Items stored pursuant to a Warehouse Receipt and or Storage Agreement shall be delivered to Customer only upon receipt of written instruction, signed by Customer, along with payment in full for accrued charges, including interest, if any. In the event of a failure or refusal to accept delivery, it is agreed that A2 shall have a general lien against such Items and the right to dispose of such property in accordance with applicable law. In addition, if delivery is not accepted, for any reason, Customer agrees to remit payment to A2 for all expenses incurred as a result of the failure to accept the Items, including, but not limited to, the costs of redelivery and storage of the Items.

8.             CLAIMS, TIME LIMITS AND PROCEDURES: 

a)             Claims, Time Limits and Procedures for Damage or Loss resulting from Storage and/or Services (not transportation): Customer agrees to notify A2 in writing for all loss or damage to Items, Contents, or Premises within five days after Customer discovers or should have discovered the damage to Items, Contents, or Premises as a result of Services (not transportation) furnished by A2. No action may be maintained by Customer against A2 to recover for claimed loss or damage to Items, Contents, or Premises resulting from Services (not transportation), unless such proceeding is commenced within twelve months after Customer discovers or should have discovered the damage to Items, Contents, or Premises as a result of Services (not transportation) furnished by A2. If Customer fails to timely notify A2 and fails to commence suit against A2 within the above time limits, A2 shall not be liable for such claims and such claims shall not be paid. 

b)            Claims, Time Limits and Procedures for Damage or Loss Resulting from Transportation: Claims for loss, damage or delay arising from transportation must be filed in writing with A2 within nine months after the delivery and receipt of Items, except that claims for failure to make delivery must be filed in writing within nine months after a reasonable time for delivery has elapsed. Suits for loss, damage, injury, or delay arising from transportation must be commenced against A2 no later than two years and a day from the date that the claim was denied by A2 (unless the shipment was carried by sea and then COGSA’s one-year limitation of time applies). If claims are not filed or suits are not commenced within the above time limits, A2 shall not be liable and such claims shall not be paid. In the event of a claim, the Customer and or the Consignee must hold the packaging, shipping container and its contents in the same condition they were in when damage was discovered.

9.             INDEMNITY AND HOLD HARMLESS: Customer shall defend, indemnify and hold A2 harmless from and against any and all claims, liabilities, damages, losses and judgments, incurred or brought by third parties, including attorneys’ fees and costs and expenses incident thereto, which may be recoverable from A2 1) by reason of loss, damage or destruction of Items, Contents, Premises, or any other property in excess of the above referenced Limitation of Liability and/or 2) by reason of injury to or death of any person or loss, damage or destruction of Items, Contents, Premises, and or any other property resulting from the fault, willful misconduct, or negligence of Customer, its officers, agents, subcontractors and or employees, and 3) A2 shall choose its own attorneys.   Moreover, Customer shall indemnify A2 from and against all losses, costs, claims, expenses, penalties or liabilities, including attorneys’ fees, which arise or may be asserted against A2 as a result of 4) claims for damage resulting from Items deposited with A2 by Customer or Consignee;  5) competing claims of ownership asserted against Items; and/or 6) Customer’s failure to timely pay charges incurred in transport, storage or otherwise or resulting from the breach of any agreement by and between A2 and Customer and or these Terms and Conditions.

10.           WAIVER OF SUBROGATION: To the extent permitted by law, Customer hereby waives all rights of subrogation against A2, its officers, members, agents and employees, occurring and or arising out of any loss or damage to Items, Contents or Premises to the extent such loss or damage is covered by insurance.  This waiver of subrogation shall be in addition to, and not in limitation or derogation of, any other waiver, release, or limitation of liability contained in this Agreement with respect to any loss of, or damage to the Items, Contents or Premises. Inasmuch as the above waiver will preclude the assignment of any aforesaid claim for loss of, or damage to the Items, Contents or Premises by way of subrogation to an insurance company, Customer agrees to immediately furnish its insurers with written notice of the terms of said waiver, and to have all applicable insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waiver of subrogation. All insurance policies covering Items that Customer has or shall procure shall contain a waiver of subrogation in favor of A2. Customer shall furnish A2 with all applicable insurance policies on request.

11.            LEGAL ACTION/SUBPOENAS AND WARRANTS: If any legal action related to Items is taken against A2, including but not limited to subpoenas and warrants served on A2, A2 shall choose its own attorneys and Customer shall pay A2’s attorneys’ fees and costs associated with defending and or otherwise responding to such legal action(s).