Warehouse Werx LLC Terms and Conditions, Updated February 2020
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Warehouse Werx, LLC (a Minnesota organized limited liability company), (the "Company" or "WW") operates as a business services provider to a variety of business located throughout the United States and overseas ("Client(s)"). ​
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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 and not explicitly overwritten in the other document(s) shall govern those services. Please read carefully. In addition, when you use any current or future WW service, you will be subject to both these Terms and Conditions and any non conflicting terms and conditions set forth in any agreement. WW reserves the right, at its sole discretion, to change, modify and/or add/subtract to/from these Terms and Conditions, in whole or in part, at any time, without notice. You (Client) agree to review all terms and conditions periodically to become aware of any changes.
Definitions. "Company" shall mean Warehouse Werx, its subsidiaries, related companies, assigns, 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, 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.
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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 WW 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 WW and protected by U.S. and international copyright laws. All software used on, or in connection with, this site is the property of WW or its software suppliers and protected by United States and international copyright laws.
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Trademark. Warehouse Werx, warehousewerx.com and other graphics, logos, page headers, button icons, scripts, and service names are trademarks (including trade dress) of WW in the United States and other countries, regardless of whether the marks are registered. The trademarks of WW may not be used in connection with any product and/or service that is not of WW, in any manner that is likely to cause confusion among clients or in any manner that disparages or discredits WW. All trademarks not owned by WW 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 WW. WW does not have any authority to permit you to use, in any way, any trademarks not owned by WW.
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Client Warranties. Client represents and warrants to WW that all information provided to WW will be accurate and WW can rely on said information. Further, Client warrants it owns the information and authority to provide to WW; or if not owned has permission. WW has no responsibility to vet information provided by Client. Client acknowledges that it is required to review all documents and declarations prepared by WW on Client's behalf and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration or other submission created on Client's behalf. 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; Client shall 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 for WW to provide the contracted services.
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Warranty. Warehouse Werx 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 WW's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to WW on similar projects.​
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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. 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.
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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. No other agreement between the parties or related parties shall supersede this.
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Entire agreement. Both parties acknowledge the signed agreement between them including these terms and conditions constitutes the entire agreement. Any changes must be made in writing and signed and agreed to between WW and at least one (if multiple) responsible parties with authority representing the Client. Any ancillary agreements made with Client's vendors and/or third party partners shall not supersede this Agreement including these terms in any way. Further, if an adjacent agreement is made between WW and any of Client's vendors and/or third parties, if the Client terminates that relationship (even if temporarily) with its vendor and/or third party the adjacent agreement will immediately be rendered null and void.
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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.
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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.
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Payment. WW shall be entitled to payment for goods and services provided. Payment shall be made in the amount and frequency set within the proposal or agreement which contracted WW services. All forms of payment including all major credit cards are accepted. A convenience fee of 3% will be assessed at time of card processing against the amount being paid when a credit or debit card is processed. WW reserves the right to change this (or any) policy at any time. Any credit extended to Client is at the sole discretion of WW and WW reserves the right to revoke credit terms at any time calling the entire balance due. WW reserves the right to levy late payment fees and interest at its discretion. ​
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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.
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Relationship. The relationship between Warehouse Werx and its Clients is one of business services. Nothing herein is intended, or shall be construed, to create an agency, partnership, joint venture or other liability-sharing relationship.​
​Term. Unless otherwise specified, all WW services are at-will.
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Indemnification, Insurance and Liability.
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.
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Confidentiality. Client and WW agree to maintain confidentiality of information contained in or related to this Agreement, all agreements between them and any information provided by Client to WW.
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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 email if that email was used between the parties within a reasonable previous period.​
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Guidance. Advice and guidance offered by Warehouse Werx LLC to Client is not to be construed as legal advice; it is simply guidance based on Client's direction. Warehouse Werx shall bear no responsibility as a result of the advice and/or guidance it provides.​