Compass Partnership Agreement
This Compass Partnership Agreement (“Agreement”) by and between Gateway Exhibit Services, Inc. (“Gateway”) with offices located at 13314 Lakefront Dr., Earth City, MO 63045 and “Company Name” (“Customer”) with offices at Address is made effective as of the signature dates (“Effective Date”) below.
TERMS AND CONDITIONS
DURATION OF AGREEMENT
The term of this Agreement shall commence on the Effective Date, and shall expire on December 31 of the calendar year in which the Effective Date falls (the “Initial Term”). Upon expiration of the Initial Term and any applicable Renewal Term, this Agreement shall automatically renew for successive one (1) year renewal periods (each, a “Renewal Term”), unless a party has delivered to the other party written notice to the contrary at least thirty (30) days prior to the end of the then current Initial Term or Renewal Term, as applicable.
PRICING AND TERMS OF PAYMENT
Invoices for product purchases and services to be rendered are generally issued upon Customer approval of a Gateway produced proposal. Storage is billed in advance on a quarterly basis (i.e., invoices are issued prior to the beginning of each quarter), and storage invoices are based on the quantity on hand on the first day of the calendar year. In all cases, invoices issued by Gateway are due upon receipt, with payment due upon presentation of said invoices.
Interest shall accrue on all past due amounts at the rate of 18% per annum beginning 30 days after the invoice date at the maximum rate allowed by law.
The pricing proposed and outlined in this agreement will remain in effect for the Initial Term of this Agreement. If Customer modifies their existing inventory, configurations or service level adjustments will be made at the beginning of the next agreement period or renewal term.
WAREHOUSE RECEIPT AND LIEN
The parties to this Agreement recognize that advances have been made and liabilities have been incurred in connection with the storage of Customer’s Goods at Gateway’s facilities, and that invoices issued for services rendered are due and payable in a timely manner, as per Gateway’s standard Terms of Payment as described on all invoices and proposals for goods or services.
With respect to any and all fees due to Gateway hereunder, Gateway shall be entitled to any and all lien rights of a warehouseman as provided for under the laws of the state of Missouri. It is, therefore, agreed that Gateway shall have a general warehouseman’s lien, not only for charges, advances and expenses incurred by Gateway in connection with the Goods then in possession, and a lien on any and all Customer’s property in Gateway’s possession, custody, control or en route, but also for all charges, expenses and advances incurred by Gateway in relation to other Goods or shipments of Customer, whether or not previously delivered.
It is understood, therefore, that Customer’s Goods in Gateway’s possession may be sold to satisfy delinquent outstanding debts. Any Goods to be sold pursuant to a claim of warehouseman’s lien shall be deemed to be goods stored by a merchant in the course of his business, and the sale may be by any means set forth in the commercial code or its equivalent under applicable state law. In no event shall a party selling pursuant to a claim of lien be liable for incidental, consequential (including lost profits), punitive or exemplary damages in connection with such sale even if notice was given of the possibility of such damages and even if such damages were reasonably foreseeable.
GRANT OF CONTRACTUAL LIEN
As security for payment of all amounts owed to Gateway pursuant to this agreement, customer grants to Gateway a lien on the goods that customer has stored at Gateway’s facilities. Customer recognizes and agrees that customer will not be entitled to obtain possession of the goods that are in Gateway’s care, custody or control unless and until all amounts due and owing to Gateway pursuant to this agreement are paid in full.
LIABILITY AND LIMITATIONS OF DAMAGES
Except to the extent of its own negligence, Gateway shall not be liable for any loss or injury to goods received by Gateway.
Force Majeure: Gateway shall have no liability for loss, damage, delay or demurrage when caused by acts of God, civil or military authority, public enemy, civil commotion, seizure under legal process, labor disputes, strikes, work stoppages, lockouts or other labor trouble, intentional or malicious acts of third persons or any other organized opposition, by fire, flood, windstorm, hurricane, moths, vermin, insect, corruption, earthquake, tidal waves, tornadoes or depredation or other cause beyond the reasonable control of Gateway.
Notwithstanding any provision to the contrary, in the event of any liability of Gateway hereunder for loss or damage to goods, the maximum liability of Gateway for such loss shall be the actual replacement cost per receipt of Goods tendered for storage hereunder which may have been lost or damaged. In no event shall Gateway be liable for incidental, consequential (including lost profits), special, punitive or exemplary damages in connection with the goods or services rendered hereunder, even if notice was given of the possibility of such damages and even if such damages were reasonably foreseeable.
This Section (“Liability and Limitation of Damages”) shall survive termination of this Agreement.
In the event Customer fails to make any payments as required, and/or in the event Customer fails to perform any other covenant or condition required of it under this Agreement, and such failure in payment or performance shall continue for a period of (10) days following the date of notice of such default is given by Gateway to Customer, Gateway may declare Customer to be in default. Upon such declaration of default, Gateway may elect to treat this Agreement as terminated and all of the rights of Customer hereunder arising of events occurring subsequent to such default shall terminate.
- Any decision by Gateway not to terminate shall not constitute a waiver of any such claim, and Gateway may proceed to enforce any other remedies available hereunder.
- Notwithstanding the above right to cure defaults, no such right shall be provided for the payment of monies due hereunder, and all such payments shall be due as provided for herein.
The failure of either party hereto to insist in any instance upon the strict performance of any provision of this Agreement or to exercise any election contained herein shall not be construed as a waiver or relinquishment for the future of such provision or election. No waiver or modification by any party shall have been deemed to have been made unless expressed in writing by such party.
In the event of any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or the breach thereof, the prevailing party shall be entitled to recover from the other party reasonable expenses, attorney’s fees and costs.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Missouri, without regard to principles of conflicts of laws. Venue of any dispute arising hereunder shall be in the District Courts of the State of Missouri in St. Louis County or in the United States District Courts for the Eastern District of Missouri, Missouri Division and that said Courts have personal jurisdiction over Customer.
NO THIRD-PARTY BENEFICIARY
This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing in the Agreement express or implied shall give or be construed to give to any person, other than the parties hereto and such permitted assigns, any legal or equitable rights under this Agreement.
TERMINATION AND RELATED FEES
Either party may terminate this Agreement during any effective period, in whole or in part, upon 30 days’ written notice to the other party of its intent to terminate. Such notice shall be deemed given upon personal delivery to the appropriate address, three (3) business days after the date of mailing if sent by certified or registered mail, one (1) business day after the date of deposit with an express mail overnight courier, or if by facsimile, upon the transmittal of same. Notwithstanding the termination of this Agreement, Gateway shall not be required to release any Goods held by it hereunder until such time as all fees, costs and charges assessed by Gateway hereunder in connection with such Goods have been paid in full.
All fees, costs and charges shall continue to accrue until Goods have been sold pursuant to the liens granted hereunder, or until Goods have been removed from Gateway’s premises pursuant to other arrangements made.
Prior to removal of Customer’s Goods from Gateway’s warehouse facility, the following charges will be incurred:
- Removal and Loading Fee: 1 month of Customer’s storage fee as calculated per Gateway’s standard storage fees and rates, and based on inventory levels on hand at the time of termination
- Termination Fee: a one-time fee of $500 will assessed
Rush fees may apply in addition to the above fees if 30 days’ written notice is not received.
Any pre-paid fees or work already completed cannot be refunded or pro-rated.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date written below by the undersigned duly authorized representatives.
Agreed upon by: Agreed upon by:
GATEWAY EXHIBIT SERVICES “COMPANY NAME”