Terms and Conditions
Pet Industry Warehouse, a "d/b/a" of Plymouth Warehouse, LLC (a Minnesota organized limited liability company), (the "Company") and operates as a Minnesota General Merchandise Warehouse provider to a variety of business located throughout the United States and overseas ("Client(s)").
These terms and conditions constitute a legally binding contract between the Company and the Client. In the event the Company renders services and issues a document containing Terms and Conditions governing such services, the Terms and Conditions set forth in such other document(s) in conjunction with these terms where applicable shall govern those services. Please read carefully. In addition, when you use any current or future Pet Industry Warehouse service or business, you will be subject to both these Terms and Conditions and the terms and conditions set forth in any agreement. Pet Industry Warehouse reserves the right, at its sole discretion, to change, modify and/or add to these Terms and Conditions, in whole or in part, at any time, without notice. You agree to review all terms and conditions periodically to become aware of any changes.
Definitions. "Company" shall mean Pet Industry Warehouse, its subsidiaries, related companies, agents and/or representatives. "Client" shall mean the person for which the Company is rendering service, as well as its principals, agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper's agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the Client to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives. "Documentation" shall mean all information received directly or indirectly from Client, whether in paper or electronic form. "Third parties" shall include, but not be limited to, the following: "carriers, truckmen, cartmen, lightermen, forwarders, OTIs, customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise".
Copyright. All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Pet Industry Warehouse or its content suppliers and protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of Pet Industry Warehouse and protected by U.S. and international copyright laws. All software used on, or in connection with, this site is the property of Pet Industry Warehouse or its software suppliers and protected by United States and international copyright laws.
Trademark. Pet Industry Warehouse, petindustrywarehouse.com and other graphics, logos, page headers, button icons, scripts, and service names are trademarks (including trade dress) of Pet Industry Warehouse in the United States and other countries, regardless of whether the marks are registered. The trademarks of Pet Industry Warehouse may not be used in connection with any product and/or service that is not of Pet Industry Warehouse, in any manner that is likely to cause confusion among clients or in any manner that disparages or discredits Pet Industry Warehouse. All trademarks not owned by Pet Industry Warehouse that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, endorsed, or sponsored by Pet Industry Warehouse. Pet Industry Warehouse does not have any authority to permit you to use, in any way, any trademarks not owned by Pet Industry Warehouse.
Client Warranties. Client represents and warrants to Pet Industry Warehouse that there are no potential health, safety or environmental hazards associated with the storage and handling of the Goods tendered to Pet Industry Warehouse. Client further represents that the Goods do not possess a migratory odor or other properties capable of fouling other merchandise controlled by Pet Industry Warehouse in their facility(s) or offensive to Pet Industry Warehouse staff.
The Client warrants that it is the owner and/or has lawful possession of the Goods and has sole legal right to store and thereafter direct the release and/or delivery of such Goods. The Client agrees to indemnify and hold harmless (including legal fees and costs) Pet Industry Warehouse of and from any claim by others relating to ownership, storage and release of the Goods, and/or any other services provided by Pet Industry Warehouse. Further, Client warrants it has the authority granting permission to Pet Industry Warehouse to, at PIW"s sole discretion, select the area within its facility to store Client’s merchandise (“Goods”) and may, without notice, move Goods within the facility or to another facility controlled by PIW of equal or superior conditions.
All Goods delivered to Pet Industry Warehouse by Client, or at Client's direction, are to be properly marked and packaged for handling and for outbound shipment. Pet Industry Warehouse may, at its sole discretion, reject any shipment of Goods that it deems to be improperly marked, packaged or contains any hazardous material (unless specifically agreed to by Plymouth Warehouse). Pet Industry Warehouse shall notify Client of any rejected shipment or damaged (in part or full) Goods in a reasonably timely manner.
In addition, the Client warrants that the information as to contents, count, weight, description and condition of the Goods set forth on any delivery document is accurate and complete and may be relied upon by Plymouth Warehouse. The Client acknowledges and agrees that Pet Industry Warehouse has no obligation to verify the quantity, content, condition or quality of the goods delivered to Plymouth Warehouse beyond that described on related shipment documents.
Company as provider. Pet Industry Warehouse shall provide its services and meet its obligations in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Pet Industry Warehouse's community and region, and will provide a standard of care equal to, or superior to, that used by service providers similar to Pet Industry Warehouse on similar projects. The relationship created between Company and Client is one of general warehousing including associated activities. Nothing herein is intended, or shall be construed, to create an agency, partnership, joint venture or other liability-sharing relationship. Client and PIW are not time-bound to any length of service, contractual or otherwise. Both parties enter, and may leave/decline to enter, the relationship at any time. Client and Pet Industry Warehouse both will maintain confidentiality of information contained in or related to their relationship.
Governance. Pet Industry Warehouse shall be considered a “warehouseman” as described in the Uniform Commercial Code (UCC). All matters of indemnification, insurance and liability et. al. shall be governed by the UCC Article 7, Chapter 231 (Minnesota Warehouse Act) and other pertinent Articles. Pet Industry Warehouse shall enjoy, and is entitled to, all rights contained therein and subsequently shall also be subject to all obligations in same. Pet Industry Warehouse and Client limit damages to Client’s merchandise to the actual cost (manufacturers’ cost of goods).
Arbitration. At Company's discretion, any controversies or disputes arising out of or relating to the parties and services shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter with costs then shared 2/3 Client and 1/3 Company opposed to equally otherwise with one arbitrator. The arbitration shall take place in Hennepin County, State of Minnesota. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of these terms and conditions or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations until otherwise noted.
Governing law. These terms and conditions shall be construed in accordance with the laws of the State of Minnesota and any matter adjudicated in and of Hennepin County Minnesota District Court. Client explicitly and knowingly waives its right to Federal Court of any district or any other State Court unless otherwise directed by law.
Waiver. The failure of either party to enforce any provision of these terms and conditions shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of the terms and conditions herein or other governing documents described above.
Severability. If any provision of these terms and conditions are held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of these terms and conditions are invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
Payment. PIW shall be entitled to payment for goods and services provided. Payment shall be made in the amount and frequency set forth. Monthly fees are based on measurements in the table on page 1. No monthly fee changes will take place unless Client exceeds/goes below measurements on a regular basis defined as consistently for 2 or more monthly periods. All forms of payment including all major credit cards are accepted. There is no additional fee when making payments with debit or credit cards.
Warehouseman's lien. Client agrees and acknowledges that Pet Industry Warehouse shall maintain a warehouseman’s lien under the UCC including right to title for all Client’s merchandise in Pet Industry Warehouse's possession including intellectual property associated with merchandise, regardless of whether a specific receipt is issued, to (at minimum) cover any and all accrued Client open balances for services provided by Company. In the event Pet Industry Warehouse is required to exercise its lien, Client shall be responsible for all necessary and reasonable costs incurred by Pet Industry Warehouse including, but not limited to, reasonable attorney fees. If the merchandise to which Pet Industry Warehouse attaches a lien appears or is ever insufficient to satisfy any monies owed it, Client consents that personal tangible and intangible assets of the owners/officers shall be included in Pet Industry Warehouse's lien and eligible to satisfy monies owed Pet Industry Warehouse unless those officers are that of a C-corp. Client acknowledges warehouseman's lien is not nor will become junior to any bank or other lien.
Reliance on information furnished. (a) Client acknowledges that it is required to review all documents and declarations prepared by Pet Industry Warehouse on Client's behalf and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration or other submission filed on Client's behalf; (b) In preparing and submitting documentation and/or other required data, the Company relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Client; Clientshall use reasonable care to ensure the correctness of all such information and shall indemnify and hold the Company harmless from any and all claims asserted and/or liability or losses suffered by reason of the Client's failure to disclose information or any incorrect, incomplete or false statement by the Client or its agent, representative or contractor upon which the Company reasonably relied. The Client agrees that the Client has an affirmative non-delegable duty to disclose any and all information required to properly handle or move Client's Goods. (c) Client acknowledges that it is required to provide verified weights obtained on calibrated, certified equipment of all cargo and represents that Company is entitled to rely on the accuracy of such weights and to counter-sign or endorse it as agent of Client in order to provide the certified weight. The Client agrees that it shall indemnify and hold the Company harmless from any and all claims, losses, penalties or other costs resulting from any incorrect or questionable statements of the weight provided by the Client or its agent or contractor on which the Company relies.
No duty to maintain records for Client. Client acknowledges that it has the duty and is solely liable for maintaining all records required; unless otherwise agreed to in writing. The Company shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but not act as a "recordkeeper" or "recordkeeping agent" for Client. Pet Industry Warehouse shall maintain records of the movement of Client’s products in such form and detail as to enable Client to verify inventory, activity and shipping details along with tracking numbers. PIW shall also track and maintain records for lot numbers and expiration dates where applicable.
Relationship. The relationship between Pet Industry Warehouse and its Clients is one of product warehousing and order fulfillment. Nothing herein is intended, or shall be construed, to create an agency, partnership, joint venture or other liability-sharing relationship.
Warranty. Pet Industry Warehouse shall provide its services and meet its obligations in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Pet Industry Warehouse’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Pet Industry Warehouse on similar projects.
Term. Unless otherwise specified, Pet Industry Warehouse requires no term, its services are provided at-will by both parties. Written notice by any confirmed receipt means to terminate is acceptable at any time for any reason.
Indemnification, Insurance and Liability. Pet Industry Warehouse shall be considered a “warehouseman” as described in the Uniform Commercial Code (UCC). All matters of indemnification, insurance and liability et. al. shall be governed by the UCC Article 7 and other pertinent Articles. Pet Industry Warehouse shall enjoy, and is entitled to, all rights contained therein and subsequently shall also be subject to all obligations in same. Pet Industry Warehouse and Client limit damages to Client’s merchandise to the actual cost (manufacturers’ cost of goods).
Default. The occurrence of any of the following shall constitute a material default under this Agreement: (a) The failure to make a required payment when due, (b) The insolvency or bankruptcy of either party, (c) The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency and (d) The failure to make available or deliver the Services in the time and manner provided for in this Agreement.
Remedies. If a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 10 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
Force Majeure. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
Waiver of Contractual Right. The failure of either party to enforce any provision shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with all other agreements and terms and conditions.
Confidentiality. Client and PIW agree to maintain confidentiality of information contained in or related to this Agreement.
Notice. Any notice or communication required or permitted within the parties' Agreement shall be sufficiently given if delivered in person or by First Class US Mail to the address set forth in the Agreement or to such other address as one party may have furnished to the other in writing. Notice may also be sufficiently given by acknowledged email.
Labor. Labor included is defined as all typical activities associated with inventory receipt and order fulfillment. This includes produce on demand kit orders within the specified number of estimated weekly orders on Client's agreement. Examples of, but not limited to, labor that would carry an additional charge are: rework, special projects, repair of damaged goods, etc...
Address Corrections. Client is responsible for providing accurate address information on all shipping orders. Every major carrier assesses address correction fees when any substantial change to the provided address is required for the carrier to make delivery. A substantial change could be changing "Ave" to "St" or adding a directional like North or South. A substantial change is not small changes like improper capitalization or name misspellings. PIW reviews these fees assessed to it by each carrier on a bi-monthly basis (~60 days) and invoices Client. PIW will include the original address and/or corrected address along with identifying order information on each invoice which Client may request.
Freight. Pet Industry Warehouse is not a freight broker or freight forwarder as described in USC 49 and consequently is not liable in any way for any freight claim arising from the transportation of Client's merchandise at Client's direction. Freight arrangements are exclusively for Pet Industry Warehouse clients as benefit of their monthly membership and are done so under the standard practices of a shipper's association 49 U.S.C. § 1002(c). Pet Industry Warehouse is not a motor carrier either and does not have any liability associated with being a motor carrier. All freight transportation arrangements are made at the Client's direction. Any freight transportation arranged for on the Client's behalf at the Client's direction which subsequently incurs additional charges after the shipment has been requested will be re billed to the client to cover the additional charges. This includes but is not limited to: reweigh charges, incorrect weight charges, unknown appointment requirements, unknown liftgate requirements, etc... All such charges are solely the Client's responsibility.
Zero Short Guarantee. Pet Industry Warehouse guarantees that each order it fulfills on behalf of its clients will be received by the intended consignee in full. If the consignee presents a Pet Industry Warehouse client a short report, Pet Industry Warehouse will: A) send the shorted product out to to the original consignee under expedited freight at no charge to the Client and/or B) issue Client a credit memo for their cost of the product. Pet Industry Warehouse manifests all outgoing shipments which includes photographs of all pallet freight. We will provide this documentation for Clients to present to the consignee before issuance of any credit memo. The Zero Short Guarantee does not pertain to damaged product. Damaged product during transit will be referred to freight claims for the particular carrier. When Client elects to bill transportation/freight using their own account with any particular carrier, the zero short guarantee is null and void and will not apply.
Holidays. Pet Industry Warehouse observes the following major holidays, is not open these days and does not process orders on them: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Service will be as usual up to and including the day before each of these holidays. PIW is not responsible for freight carriers holiday pickup schedules.
30 Day Trial. The free trial period does not require a credit card or any other form of payment pre-authorization. The trial period begins the day Client's inventory arrives and that day will count as day 1. All labor, shipping supplies and storage charges are waived during the free trial period but outgoing freight charges to fulfill orders will be billed to Client on NET 21 day terms. A credit application may required for the outbound freight unless a credit card is elected to be on file for those charges only. The free 2 inbound pallets of freight excludes any hazardous goods. Monthly fees are billed as due on the first of each month. In the event a 30 day trial period goes beyond the 1st, the prorated portion for the month which billing began mid cycle will bee added and due with the subsequent month's fee.