HANGMAN STANDARD TERMS AND CONDITIONS

DEFINITIONS

Capitalized terms contained in these Terms and Conditions have the meanings set forth below:

“Bill of Lading,” means the contract of carriage executed between Client and Hangman for Hangman’s transport and ancillary Services with respect to the Goods.

“Client” also referred to as “Shipper”, “Bailor,” and/or “Consignor” is the person(s) or entity(ies) who retains or at whose request or for whose benefit Hangman provides any Services, including any person or entity that represents itself as an agent or representative of Client and/or any direct or indirect owner of Goods in whole or in part and who then becomes liable to remit payment to Hangman for charges incurred.

“Consignee” means the person(s) or entity(ies) who receives the Goods from Hangman or Hangman’s subcontractors or agents.

“Declared Value” means the value of the Goods declared by Client when seeking to increase Hangman’s limitation of liability as set forth herein and which will result in a higher rate being charged for Hangman’s Services.

“Estimates” shall refer to quotations by Hangman as to fees for Services and/or other charges.

“Forwarding Agent” also referred as ‘freight forwarder’ means the person(s) or entity(ies) who organize shipments for Hangman and offer different transport modes, including but not limited to, sea freight, rail freight, air freight shipment and road transport.

“Goods” also referred to as “Property,” “Cargo,” “Parcel(s),” and/or “Freight,”  are items, in whole or in part, in packed or unpacked state, including but not limited to, fine and decorative arts, antiques, and household goods, that are tendered to Hangman for any reason whatsoever, including, but not limited to, for Services, subject to Hangman’s Standard Terms and Conditions, the terms of any Hangman Storage or Services Agreement, and the terms on any Bill of Lading or Warehouse Receipt, all of which are incorporated herein by reference.

“Hangman” also referred to as “Company,” “Warehouseman,” “Carrier,” and/or “Service Provider” means Hangman NYC LLC, together with its affiliates, subsidiaries, divisions, officers, employees and agents.

“Montreal Convention” means the Convention for the Unification of Certain Rules for International Carriage by Air, done at Montreal on May 28, 1999. 

“NVD” means “no valued declared” and means that no value is declared for Goods. If “NVD” is marked on the documents provided by Hangman, then Hangman’s maximum liability shall be limited to $0.60 per pound of Goods, or as otherwise set forth below. If the space provided for Declared Value on a Bill of Lading, Warehouse Receipt, Storage Agreement, Services Agreement, or other contract with Hangman is left blank, then no value is declared and shall be deemed marked as NVD.

“Premises” means the structure, fixtures and fittings at any location other than the facilities maintained by Hangman, including but not limited to the location where the Services are being performed, the Client’s residence or place of business, Consignee’s residence or place of business, and or any location where Hangman receives and or delivers Goods and or performs Services.

“Services” means any and all work performed by Hangman for a Client, including but not limited to storage, transport, carriage, handling, movement, logistics, collecting, receiving, delivering, placement, packing, crating, rigging, conditioning, cataloguing, inventorying, appraising, installing, framing, and securing of Goods, as well as construction and repair of crates and other storage or travel containers for Goods, any related services, and any services Client requests and Hangman agrees to provide.

“Services Agreement” means a written agreement between Hangman and Client for Services that Client requests and Hangman agrees to provide.

“Storage Agreement” means a written agreement between Hangman and Client for storage of Client’s Goods within a Hangman facility.

“Terms” means these Standard Terms and Conditions, as well as the terms set forth in any Storage Agreement, Services Agreement, and the terms set forth on any Warehouse Receipt and Bill of Lading, all of which are incorporated herein by reference.

“Warehouse Receipt” means the non-negotiable document executed between Client and Hangman for Hangman’s storage and other Services with respect to Goods.

“Subcontractors” means any third parties retained by Hangman to perform Services.

“Warehouse” means Hangman’s storage facility(ies) for the Goods.

“Warsaw Convention” means whichever of the following instruments is applicable to the contract of air carriage: the Convention for the Unification of Certain Rules Relating to International Carriage by Air, signed at Warsaw, October 12, 1929; that Convention as further amended by Montreal Protocol No. 1, 2, or 4 (1975) as the case may be.

LIMIT OF LIABILITY

THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE AN INTEGRAL PART OF THESE TERMS AND THE RATES CHARGED REFLECT SUCH LIMITATIONS. SUBJECT TO AND LIMITED BY THESE TERMS, HANGMAN’S MAXIMUM LIABILITY FOR LOSS OR DAMAGE TO GOODS BY ANY CAUSE, INCLUDING NEGLIGENCE, SHALL NOT EXCEED $0.60 (SIXTY CENTS) PER POUND AS DETERMINED BY THE ACTUAL WEIGHT OF THE UNWRAPPED GOODS BUT IT CANNOT EXCEED THE ACTUAL LOSS UNLESS CLIENT DECLARES A HIGHER VALUE FOR GOODS AND PAYS AN INCREASED CHARGE BASED ON THE DECLARED VALUE AND DOCUMENTS ITS ACTUAL LOSS AND COMPLIES WITH ALL CLAIM FILING RULES IN ACCORDANCE WITH THESE TERMS. THIS DECLARED VALUE MUST BE ACCEPTED AND CONFIRMED BY HANGMAN PRIOR TO THE COMMENCEMENT OF SERVICES OR STORAGE BY HANGMAN. HANGMAN HAS SOLE DISCRETION CONCERNING WHETHER TO ACCEPT OR REJECT SUCH REQUESTS, AND SHALL DO SO WITHIN A COMMERCIALLY REASONABLE TIME FROM SUBMISSION OF SUCH REQUEST.

If no value is declared, Client shall release Goods with Hangman’s maximum liability for Goods being $0.60 per pound. If the space provided for Declared Value on a bill of lading, warehouse receipt, occupancy agreement, services agreement or any other contract with Hangman is left blank, then no value is declared for Goods. Declared value may only be entered by Hangman and may not be altered without Hangman’s written consent. CLIENT ACKNOWLEDGES THAT CLIENT HAS BEEN PROVIDED WITH THE OPPORTUNITY TO INCREASE THE EXTENT OF THE LIABILITY BEING ASSUMED BY HANGMAN BY DECLARING A VALUE FOR THE PROPERTY, WHICH WILL RESULT IN A HIGHER RATE BEING CHARGED. Client agrees to indemnify, defend, and hold Hangman harmless as against any claim by a third party for loss or damage to Goods handled by Hangman, in an amount in excess of the foregoing limits of liability. Declared value may only be entered by Hangman and may not be altered without Hangman’s written consent. Hangman shall have no liability whatsoever in the event that any representation made by Client regarding the Goods, including but not limited to any representation regarding any declared value, is made knowing that such is false or fraudulent as to amount or otherwise. If Goods are not packed and/or inspected by Hangman to ensure no preexisting damage exists, then under no circumstances shall Hangman be liable for any internal breakage, other concealed damage, or improper or inadequate packaging or mislabeling by Client. It is understood and agreed that in the event of loss or damage to any Goods which are a part of a set, the measure of such loss or damage shall be a reasonable and fair proportion of the total value of the set, but in no event shall such loss or damage be construed to mean total loss of a set. These Terms extend to all services provided by Hangman and to Goods damaged inside Client or Consignee’s Premises. 

Hangman incorporates by reference all benefits, defenses and exemptions of the Carmack Amendment, 49 USC § 14706 to the full extent applicable, including, but not limited to Hangman’s $.60 per pound limitation of liability and the two year limitation of time to commence an action if the Carmack Amendment is applicable. To the extent that the Harter Act, 46 USC § 30701 and the Convention on the Contract for International Carriage of Goods by Road (“CMR”), as amended, are applicable, Hangman herein incorporates by reference all benefits, defenses, and exemptions of such statutes. For loss or damage occurring during any portion of the transportation governed by COGSA by force of law, Hangman’s liability shall be limited to $500 per package, or for Goods not shipped in packages, per customary freight unit.

EXCLUSIONS

Under no circumstances shall Hangman be liable for consequential, exemplary, incidental, remote, punitive or special loss or damage, including, but not limited to, loss of or damage resulting from or to: accounts, bills, deeds, evidence of debts, letters of credit, passports, tickets, documents, notes, securities, currency, money, or bullion; electronic data; wear, tear, gradual deterioration, moth, insects, vermin and inherent vice; loss of market, delay, loss of use, or clean-up costs; spoilage, contamination, deterioration, freezing, rusting, electrical and/or mechanical failure, or damage to refrigerated or temperature controlled cargo; unattended vehicles while in the ordinary course of transit; radioactive contamination, chemical, biological, bio-chemical, and electro-magnetic weapons; nuclear reaction, nuclear radiation or radioactive contamination; terrorism, war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military, or usurped power or confiscation or nationalization or requisition or destruction of or damage to property by or under the order of any government or public or local authority; use as a means of inflicting harm any computer system, software program, malicious code, virus or process, or any other electronic system; transmission or alleged transmission of a communicable disease or from any fear or threat of a communicable disease, any cost or expense to identify, clean up, detoxify, remove, monitor, or test for a communicable disease and any loss of revenue, hire, or market, business interruption, delay or indirect financial loss; or any other exclusions in these Terms. These exclusions apply regardless of whether such damages were contemplated or foreseeable and whether Hangman had knowledge that such damages may be incurred, all of which are deemed waived.

CLIENT DUTIES

Client shall obtain, at Client’s sole cost and expense, all documents, permissions, permits and/or approvals necessary for the performance of the requested Services. Client is responsible for the security of Goods at the Premises from which any Goods are being removed (other than Hangman’s facilities) and at any destination point to which Hangman is contracted to deliver such Goods. Client or its authorized representative must be present at the time of any delivery and throughout the delivery process until completed. Hangman assumes no responsibility or liability for loss, theft, or damage resulting from any lack of security at any pickup or delivery Premises. Client is responsible for assuring appropriate and adequate physical access to the premises to permit Hangman to render the Services.

Client shall ensure that any person or entity that represents itself to be an agent or representative of Client and/or owner of Goods comply with Hangman’s Terms and that Client shall be responsible to Hangman for damages resulting from any breach of Hangman’s Terms by such agent or representative and shall be liable to Hangman with the same effect as if Client breached Hangman’s Terms themselves.

CLIENT REPRESENTATIONS AND WARRANTIES

Notwithstanding and in addition to any other representations or warranties contained in these Terms, Client represents and warrants that: (i) it has full and lawful authority to engage Hangman for Storage and/or Services with regard to  the Goods; (ii) possession of, transporting of, or transactions in connection with, the Goods are not prohibited by any laws, rules, or regulations of any governmental or similar authority or sovereign; (iii) Client is the owner or legal custodian, is in lawful possession of, the Goods and has full authority to direct Storage and/or Services by Hangman in accordance with these Terms; (iv) Client has the legal right to tender Goods to Hangman and Goods are free and clear of all superior liens and encumbrances; (v) Client’s address is that shown on the face of the applicable Warehouse Receipt, Bill of Lading, Storage Agreement or Services Agreement, upon which Hangman is authorized to rely for all purposes until seven days after a written change of address notification is given to Hangman by or on behalf of Client and acknowledged by Hangman in writing; (vi) Client has obtained full and adequate insurance coverage regarding the Goods and that insurance is in full force and effect and shall remain in full force and effect until the complete termination of Hangman’s Services; and (vii) Goods are not Prohibited Goods, as set forth in these Terms. Client agrees to defend, indemnify and hold Hangman harmless from and against any claims, actions, damages, fines, penalties suits or injuries which arise out of or in connection with the accuracy or validity of these Representations and Warranties.

SERVICES

Any requests by Client for any and all Services to be performed by Hangman must be made in writing and are subject to these Terms.

If indicated in a Services Agreement, Hangman shall pack Goods for storage or for carriage by land, sea, or air. The choice of materials used in the packing of such items shall be at Hangman’s discretion. Client must inform Hangman of any known special packing requirements and particular faults or fragility of Goods which would affect the manner and method utilized to pack the Goods. Hangman shall not be responsible or liable for any loss or damage occasioned by Client’s failure to so notify Hangman. Absent specific instructions, Hangman undertakes to handle Goods using its customary methods and equipment which are subject to change at its discretion. Goods handled at Client’s request outside regular business hours shall be subject to an additional charge. When deterioration or failure of packages, crates, or containers requires, Hangman may, at its discretion and without obligation, repackage the contents and charge Client for labor and materials. Hangman accepts no responsibility for such repair or replacement. Installation, packing services, and debris removal requests made on site may not be honored. If additional services are performed, additional charges will be applied.

Hangman shuttle service pickup and delivery dates are communicated via email two days in advance. Client will receive a four hour time window for arrival. Any requests for shorter windows will not be guaranteed. If Client is unable to receive or release after this time has been confirmed, additional charges will be applied. Rescheduling a confirmed job within 48 hours of the scheduled start time shall be subject to additional charge. Confirmed jobs that are canceled within 48 hours of the scheduled arrival time shall incur a 50% cancellation fee.

Hangman may be retained to perform such transportation, logistics and ancillary Services including, but not limited to storage, transportation, handling, installation, framing, packing and crating, assisting with exhibitions, special projects, assistance at art fairs, and handling container loads. Estimates provided by Hangman are subject to change without notice and are not binding upon Hangman. Hangman may also act as an Agent for the Client and may arrange for carriage of Goods. If Goods are not in Hangman’s care, custody and control, Hangman shall assume no liability as a carrier and shall not be responsible or held liable by Client for any loss or damage to Goods, or for expense or delay in receipt or delivery of the Goods. Hangman shall never be regarded as an Ocean Freight Forwarder, NVOCC (Non-Vessel Operating Common Carrier), Indirect or Direct Air Carrier or Customs House Broker.

STORAGE

No Goods shall be delivered or right to possession transferred except upon receipt by Hangman of complete written instructions satisfactory to Hangman signed by Bailor or persons authorized to act on Client’s account. Hangman will not inspect Goods for condition, form, color, concealed loss, damage, or leakage. Hangman shall handle, store and deliver Goods in the packages, crates, and containers in which the Goods were originally received. When deterioration or failure of packages, crates, or containers requires, Hangman may, at its discretion and without obligation, repackage the contents and charge Client for labor and materials. Hangman accepts no responsibility for such repair or replacement.

Goods tendered to Hangman may not be Prohibited as set forth in these Terms or contain dangerous, hazardous, toxic, odoriferous, radioactive, or leaking substances or any substance or material that is capable of contaminating or damaging Hangman’s Warehouse, facilities, or goods in Hangman’s facilities, including but not limited to, goods stored by other clients of Hangman. Client shall indemnify, defend, and hold Hangman harmless from and against all claims, including but not limited to any tax, transportation, or storage charges, in connection with Goods shipped, delivered, or otherwise deposited with Hangman.

Goods shall be placed in general storage at Hangman’s discretion without regard for temperature or humidity conditions and without responsibility for Goods that may be sensitive to temperature and or changes in temperature unless special instructions are requested in writing and for additional charge. Each tender of Client’s Goods to Hangman for storage constitutes a separate tender and Hangman may reject subsequent tenders of Goods whether identical or not. Hangman may also reject any tender of Goods which does not conform to all terms (including dimension, weight, quantity, and description) of the quotation issued by Hangman. All Goods shall be delivered to Hangman properly marked and packed for handling and storage. Client shall complete a new Warehouse Receipt for each item of Goods and every time Goods are brought to Hangman for storage. Declared value, if any, must be listed on the Warehouse Receipt or attached schedules at the time that Goods are tendered to Hangman. If no value is declared, Client shall release Goods with Hangman’s maximum liability for Goods being $.60 per pound.

Client agrees that its access to Hangman’s facilities will be restricted, and that Client must be accompanied by Hangman personnel while in Hangman’s facilities. Hangman does not allow any other persons, including, but not limited to, other logistics companies or outside art handlers, to enter Hangman’s warehouse under any circumstances. Upon request and Hangman’s written approval, Client may be permitted access before or after business hours, subject to an additional charge.

Hangman may move Goods within the facility where stored or to any of its other facilities without notice. Hangman may, upon 30 days written notice to Bailor or any other person known by Hangman to claim an interest in Goods, require the removal of Goods by the end of this notice period. If not removed before expiry of the notice period, Hangman may sell Goods in accordance with Hangman’s Terms and applicable law. If Hangman believes that Goods may deteriorate or decline in value to less than the amount of any lien or security interest before the end of the 30 day notice period, Hangman may specify in the notification any reasonable shorter time for removal of Goods and in case Goods are not removed, may sell Goods at public sale held one week after a single advertisement or posting as provided by law. If after reasonable effort, Hangman is unable to sell Goods, it may dispose of them in any lawful manner and shall incur no liability for such disposition. Pending disposition, sale, or return, Hangman may remove Goods from Warehouse without liability for such removal.

Client shall notify in writing Hangman at least one business day prior to any delivery or removal of Goods. In the event Client fails to notify Hangman, Hangman reserves the right to refuse to accept or provide access to Goods and shall not be liable for any loss or damage in connection with such attempted delivery or removal. Labor and materials used for unloading and loading Goods, and Goods handled before or after regular business hours shall be subject to additional charge. When Goods are ordered out, a reasonable time shall be given to Hangman to enable it to carry out instructions, and if it is unable to do so because of a force majeure as described below, then Hangman shall not be liable for failure to carry out such instructions and Goods remaining in storage shall continue to be subject to regular storage charges. Time shall not be of the essence in the delivery of any Goods unless specifically agreed otherwise in writing by Hangman.

RATES AND PAYMENT

All storage periods and charges shall be set forth in the Storage Agreement between Client and Hangman. Absent such agreement, storage for Goods is provided on a month to month basis at Hangman’s prevailing rates. Rates are subject to change at Hangman’s discretion. Any Goods kept in storage for more than 30 days will incur a monthly storage fee. The term will automatically renew, unless terminated by either party at any time, with or without cause, upon (30) days written notice. Acknowledgement of such notice by the other party is required. Termination shall not affect Client’s obligation to pay Hangman for charges incurred or for costs associated with removal of Goods. Client may not remove Goods until Client pays Hangman’s final invoice for charges due through the date of termination. Storage charges become applicable at the time Hangman accepts care, custody, and control of Goods, regardless of unloading date or date of issue of Warehouse Receipt or Bill of Lading.

Client agrees that all charges shall be paid on time without request or demand by Hangman, and in no event shall be paid later than 30 days after the date of the applicable invoice. Invoices over 30 days past due are subject to interest at the at the highest rate allowable under applicable law. Confirmed jobs that are canceled within 48 hours of the scheduled arrival time may incur a 50% cancellation fee. Client shall pay a charge of $50.00 for any dishonored check, whether same is issued on a closed account or insufficient or uncollected funds. Hangman reserves the right to refuse payment by check at any time and all wiring and bank fees incurred as part of the invoice settlement process. Credit Cards are accepted by request only, and invoices paid by card will be subject to a 3.5% transaction fee. Hangman reserves the right not to schedule collection, delivery, or release until payment for services has been made in full.

QUOTATIONS AND ESTIMATES SUBJECT TO CHANGE

Quotations as to fees, Estimates, rates of duty, freight charges or other charges given by Hangman to the Client are for informational purposes only and are subject to change without notice. Such changes are to be effective at the beginning of the following month.

PROHIBITED GOODS

The following types of Goods shall not be deposited, stored, or transported by Hangman under any circumstances: contraband or illegal substances; firearms or ammunition; explosive, chemical, noxious, hazardous, toxic, odoriferous, radioactive, or dangerous Goods; livestock; plants; organic or perishable products or any Goods likely to encourage vermin or other pests or likely to cause or transmit infectious, contagious, or other disease, or liable to taint or affect other goods held at Hangman, unless Client expressly disclosed same in a prior writing to Hangman and Hangman expressly acknowledged that disclosure in writing and agreed to perform Services or accept the Goods into Hangman’s facility. Client shall be liable for and shall indemnify, defend and hold Hangman harmless against all loss or damage to other goods or persons caused by said Prohibited Goods tendered to Hangman. The act of consigning items of these types to Hangman, whether by Client or other person or entity acting with or without knowledge of the Client, shall entitle Hangman to recover any and all costs for fines, penalties, legal fees, damage to Hangman’s equipment and/or personal injury and compensation to Hangman employees. Hangman is at liberty to dispose of any items consigned with or associated with said Prohibited Goods at any time and place deemed appropriate by Hangman with disposal charges billable to the Client.

NO WARRANTIES BY HANGMAN

Hangman makes no warranties, express or implied as to any transport, storage, or any Services performed by Hangman, unless expressly so stated and agreed by Hangman in a signed writing.

FORWARDING AGENT, AUTHORIZATION, AND SUBCONTRACTING

Client authorizes Hangman to make, endorse, and sign bills of lading, waybills, warehouse receipts, or other necessary or required documentation in connection with the transportation, storage, and/or handling of Goods in the name, place and stead of Client. Client acknowledges and agrees that Hangman, at its discretion, may subcontract the performance of Services to third parties (“Subcontractors”), including but not limited to art handlers, carriers, freight forwarders, warehousemen, and other transportation intermediaries. Hangman also may, at its discretion, select the means, routes and/or procedures to be followed in the handling, transporting, delivering and servicing of Goods. If Hangman so subcontracts, it will be doing so only as an agent for the Client and will bear no liability for any acts or omissions of that subcontractor. Hangman shall not be liable or responsible for any negligence, malpractice, misconduct, fault, errors or omissions in the performance of Services by any Subcontractor. When Subcontractor handles Goods, they do so subject to the limitations of liability set forth herein.

FORCE MAJEURE

Hangman shall not be liable for any delay or failure to perform caused by acts of God (including, but not limited to, earthquakes, hurricanes, fires, floods, etc.), war, public enemies, seizure under legal process, epidemic or pandemic, governmental actions, labor unrest, acts of terrorism, riots, unusual traffic delays, or any other reason beyond Hangman’s reasonable control or other causes beyond its reasonable control.

NO INSURANCE

 Hangman does not insure Client’s Goods and Hangman is not an insurance broker. At Client’s written request, Hangman may arrange for insurance to be purchased through Hangman’s insurance broker by Client at a premium based on the value of Goods. If no insurance is arranged and Client declares a value for the Goods higher than the limitation of liability set forth in Hangman’s Terms, then Client acknowledges and agrees that Client’s own insurance will cover any loss or damage to Goods over and above Hangman’s limitations of liability as set forth herein.

TRANSPORTATION BY AIR CARRIERS

Notwithstanding the above limitation of liability, if carriage performed by Hangman involves air transport and an ultimate destination or stop in a country other than the country of departure, the Warsaw Convention or the Montreal Convention and/or The Hague Protocol 1955 may be applicable and may limit the liability of Hangman in respect of loss of, damage or delay to Goods. Unless a higher value is declared, liability of Hangman may be limited to US$20.00 per kilogram for carriage by air. Air Carriage is subject to the rules relating to liability established by the Warsaw Convention or the Montreal Convention unless such air carriage is not “international carriage” as defined by the applicable Conventions.

Agreed to stopping places (which may be altered by Hangman or indirect or direct air carriers in case of necessity) are those places, except the place of departure and place of destination, set forth on the face of the applicable air waybills or shown in the air carrier’s timetables as scheduled stopping places for the route. Carriage to be performed by several successive air carriers is regarded as a single operation. If the abovementioned Conventions do not apply to a shipment by air, Hangman’s abovementioned limitation of liability of .60 per pound applies unless Client declares a value for the air shipment.

INSPECTION BY AUTHORITIES

If by the order of the proper authorities at any point while in storage or transit, the Goods or a container or crate has to be opened to be inspected, Hangman shall not be liable for any loss, damage or delay incurred to the Goods as a result of such inspection, including the cost of opening, unstuffing, inspection or repacking, which cost shall be recoverable by Hangman from the Client as part of Hangman’s charges.

HANGMAN CONDITION REPORTS

Hangman does not employ fine art conservators and Hangman’s employees may during the normal course of business issue a condition report for the purposes of noting damages visible to the naked and untrained eye. Said condition report is made without prejudice and is not binding on Hangman. Should the Client file a claim or lawsuit against Hangman for any reason, Hangman reserves its right to retain a fine art conservator or appraiser to inspect the Client’s Goods.

NOTICE OF DAMAGES, CLAIMS, AND FILING OF SUIT

Claims Involving Carriage or Transport. Shipper must notify Hangman in writing of all loss or damage to Goods within 60 days following the completion of services. Claims must be filed in writing with Hangman within nine months after delivery of Goods to Consignee, except that claims for failure to make delivery must be filed in writing within nine months after reasonable time for delivery has elapsed. In the event of a claim, Consignee must hold the packaging, shipping container, and its contents in the same condition they were in when damage was discovered. As a condition precedent to recovery, claims for loss, damage, or delay during transit must be filed in writing with Hangman in accordance with the provisions of the claim filing regulations of the Federal Motor Safety Administration, 49 CFR § 370, which regulations are incorporated by reference in their entirety. Suits for loss, damage, injury or delay for transportation of Goods must be commenced against Hangman no later than two years from the day when delivery was made, unless the shipment is by ocean carriage and subject to the Carriage of Goods by Sea Act’s (“COGSA”) one year limitation of time for filing suit and then that one year limit of time to file suit shall apply.

Claims Involving Storage. Client shall notify Hangman in writing of all damages to Goods within 24 hours after discovery, but in no event more than five days after receipt of Goods. Client must provide written notice of any claim within 30 days after delivery and Hangman and Client agree that such timeframe is reasonable. No action may be commenced against Hangman unless notice has been given and a written claim has been filed. Any action against Hangman must be commenced within one year after date of delivery by Hangman or within one year after Client or the holder of the Warehouse Receipt is notified that loss or damage to part or all of Goods occurred, whichever time is shorter, and Hangman and Client agree that such timeframe is reasonable. When Goods have not been delivered, notice may be given of known loss or damage to Goods via mail or email.

FILING OF ACTIONS

The Client agrees that no legal action or proceedings may be maintained against Hangman for loss or damage to the Goods, or any breach of these Terms or any other agreement between Hangman and Client, unless Client is in compliance with its contractual obligations hereunder and notice of such claim was given as set forth above. Where claims are not filed or suits are not instituted thereon in accordance with the foregoing provisions, Hangman shall not be liable and such claims shall not be paid. Client further agrees to cooperate with Hangman in connection with any such claims providing such relevant information and evidence as may reasonably be required. If required by Hangman, the Client must submit to an examination under oath by Hangman or its designee. In any claim and/or action, suit or proceeding to enforce a claim against Hangman, the burden of proving that the loss is recoverable hereunder and that no limitations or exclusions set forth herein apply and the quantum of loss shall fall upon the Client.

RULES AND REGULATIONS

Hangman has certain Rules and Regulations (which are subject to change) necessary for the operation of the Warehouse. Client and Client’s previously identified agents, employees or assigns shall familiarize themselves with said Rules and Regulations from time to time and abide by them. Said rules are incorporated herein by reference. Viewing rooms may be leased for use as Client work space.

DEFAULT AND REMEDY; LIENS

Hangman has a lien against all Goods (and documents related thereto) delivered by Client for and during transport pursuant to pursuant to §§ 7-307, 7-308 of the Uniform Comm. Code as adopted in the applicable jurisdiction and NY Lien Law § 187. Hangman incorporates by reference all benefits, defenses and exemptions of the Carmack Amendment 49 USC § 14706 to the full extent applicable, including, but not limited to Hangman’s $0.60 per pound limitation of liability and the two-year limitation of time to commence an action. To the extent that the Harter Act, 46 USC § 30701 and the Convention on the Contract for International Carriage of Goods by Road (“CMR”), as amended, are applicable, Hangman herein incorporates by reference all benefits, defenses, and exemptions of such statutes. For loss or damage occurring during any portion of the transportation governed by COGSA by force of law, Hangman’s liability shall be limited to $500 per package, or for Goods not shipped in packages, per customary freight unit.

Hangman has a lien against all Goods deposited by Bailor pursuant to §§ 7-209 and 7-210 of the Uniform Comm. Code as adopted in the state where the Goods are stored. Hangman has a lien on all Goods held at Warehouse for all charges, advances, and expenses incurred for storage, protection, and handling of Goods, services performed, and monies due Hangman (including, but not limited to, interest and attorneys’ fees for enforcing Lien). This Lien is superior to all other liens and security interests and is effective as of the date that Goods are tendered to Hangman. Bailor shall be deemed in default after 90 days in arrears and agrees that Hangman may dispose of Goods in any manner authorized by law. Subject to applicable lien law, Hangman is entitled to, but not obligated to, sell Goods at public auction or private sale and apply the proceeds of such sale first to Hangman’s sale expenses, interest, and principal of all amounts due for Hangman’s services. Bailor waives notice regarding Hangman’s disposal and/or sale of the Goods upon default.

Notwithstanding the abovementioned warehouseman’s, truckmen and draymen, and artisan’s liens, Hangman shall also have a general, continuing and unconditional lien on Goods of the Client (and documents relating thereto), either in its actual or constructive possession, custody or control or en route, for all sums due at any time from Client for services, including without limitation charges, expenses or advances incurred by Hangman.

Hangman has these liens in full force and effect should Client have any of the following occur: failure to pay accrued charges; abandonment; failure to execute a vacate/release form and/or failure to comply with Hangman’s Terms. If Client is in default of any provision herein, or fails to pay charges when due, Hangman, in addition to all other rights and remedies as provided by law, including, but not limited to, enforcement of its liens, may make any demand or give any notice as may be required by law. Should Client fail to comply with such demand or notice within the time required by law if any, Hangman: (a) may declare any agreement with Client terminated; (b) shall have the right, but not the duty, to inventory Goods and charge Client for the reasonable cost of taking such inventory; (c) shall have the right to dispose of or sell Goods contained in the space to any person by public or private sale in block or in parcels, at any time or place, and on any terms which are commercially reasonable, pursuant to §§7-209 and 7-210 of NY UCC; and (d) take any other actions permitted under applicable law. Hangman shall apply the proceeds of such a sale only to Client’s indebtedness to Hangman and shall hold any proceeds over and above, if any, the amount owed by the Client to Hangman in account for the benefit of Client. Upon written demand, the excess, if any, shall be returned to Client without interest. Hangman shall hold such proceeds for a period not to exceed two years, and it is specifically understood that the proceeds of such sale shall first pay for the costs of sale and subsequent to the costs of sale, the payment of all charges. Client agrees to pay all costs and expenses, including reasonable attorneys’ fees, and service and processing charges of Hangman in enforcing any of Hangman’s Terms.

Hangman also reserves a security interest in all Goods (i) for all charges which have been incurred since the time Goods were tendered to Hangman, to the extent that said charges are not secured by a valid lien, and (ii) for advances made, interest thereon and liabilities incurred in connection with Goods or Client’s account. When any amounts for which Hangman has reserved a security interest, have remained due and unpaid for 90 days, Client shall be deemed to be in default so as to authorize Hangman to dispose of the Goods, at its option, in the enforcement of the said security interest. All goods subject to the lien or to the security interest, and all Goods, the removal of which has been required, may be disposed of in any manner and by any procedure then authorized by the laws of the State in which the Goods are stored by Hangman.

RIGHT TO INSPECT

Notwithstanding anything to the contrary hereinabove, in the interests of health, safety and security, Hangman reserves the right to open or inspect any and all packages, boxes and/or goods and to properly and immediately dispose of any materials, goods, or objects to determine whether they pose a risk or threat to the health, safety, welfare, or security of Hangman personnel or third parties or which Hangman reasonably and in good faith believes poses a threat to health, safety welfare or security of personnel or third parties. Client agrees to waive any claim and to indemnify, defend and hold Hangman harmless from and against any loss, damage, cost or expense associated with the disposition of such materials, goods or objects.

NO ALTERATIONS

Client shall make no alterations to Hangman’s facility without Hangman’s prior written approval. Damage to Hangman’s facilities or to any private room provided by Hangman or violations of the Terms contained herein shall constitute default.

DAMAGE TO PREMISES

Hangman shall not be liable for any damage to any Premises (including real property, fixtures and/or furnishings) from which it retrieves or delivers Goods. Premises shall refer to the structure, fixtures, furnishings and fittings at any location other than the facilities maintained by Hangman, including but not limited to the location where the Services are being performed, the Client’s residence or place of business, the Consignee’s residence or place of business, and or any location where Hangman receives and/or delivers Goods and or performs Services.

INDEMNITY, DEFENSE AND HOLD HARMLESS

To the fullest extent allowed by law, Client agrees to indemnify, defend and hold Hangman harmless from and against any and all demands, claims, actions or causes of action, assessments, damages, losses, fines, penalties, liabilities, costs and expenses (including reasonable attorneys’ fees incurred in connection therewith and in seeking indemnification or defense therefor), suits or injuries which arise from Hangman’s transportation, storage, and/or Services performed with respect to Goods. Client shall pay Hangman’s reasonable attorneys’ fees to handle and/or defend any claim, litigation, arbitration, writ, petition, ticket, fine or proceeding of any kind (including defense of subpoenas, seizures and warrants, as further specified below) relating in any way to Goods, this Agreement, or Client’s account records at Hangman. Hangman shall have the right to choose its own attorney. Client shall indemnify, defend and hold Hangman harmless from and against any and all demands, claims, actions or causes of action, assessments, damages, losses, fines, penalties, liabilities, costs and expenses (including reasonable attorney’s fees incurred in connection therewith and in seeking indemnification or defense therefor), suits or injuries which may be suffered by or accrue against, be charged to or recoverable from Hangman by reason of injury to or death of any person or by reason of injury to or destruction of Goods, from any cause including but not limited to the fault, breach of warranty or negligence of Hangman, its officers, agents, subcontractors or employees and/or from the fault, breach of warranty or negligence of the Client, its officers, agents, subcontractors or employees.

INDEMNIFICATION FOR FREIGHT DUTIES

In the event that a carrier, other person or any governmental agency makes a claim or institutes legal action against Hangman arising from a shipment of Client’s Goods, the Client shall indemnify and hold Hangman harmless for any amount Hangman may be required to pay such carrier, other person, or governmental agency together with reasonable expenses, including but not limited to attorneys’ fees, costs, and expenses incurred by Hangman in connection with defending such claim or legal action and obtaining reimbursement from the Client. The confiscation or detention of Goods by any governmental authority shall not affect or diminish the liability of Client to pay Hangman all charges due to Hangman for Services.

THIRD PARTY CLAIMS

Should any legal actions, investigations (including but not limited to the investigation of fraud, theft, or other criminal or quasi-criminal activity), or threats thereof be served on or taken against Hangman or its agent relating in any way to Goods, any Warehouse Receipt, Bill of Lading, Storage Agreement, Services Agreement, or to any of Client’s account records, including, but not limited to, for taxes, duties, interest, fines and/or loss or damage, subpoenas, seizures, or warrants, Client agrees to indemnify, defend, and hold Hangman harmless from and against any and all such claims, including, but not limited to any third-party claims for replevin and/or conversion, and agrees to pay Hangman’s costs, expenses, and reasonable attorneys’ fees incurred as a result thereof. Hangman shall have the right to choose its own attorney. Should Client seek to renegotiate these Terms in connection with a bailment with a lender or collateralized loan agreement, Client agrees to pay Hangman’s reasonable attorney’s fees for the negotiation thereof.

WAIVER OF SUBROGATION

To the fullest extent permissible under law, Client, Shipper and Consignee hereby waive all rights of subrogation against Hangman arising from any loss or damage to Goods to the extent such damage is covered by insurance. This waiver shall preclude the assignment of any claim for loss of or damage to Goods by way of subrogation to any insurance company. 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 these standard terms and condition with respect to any loss of, or damage to Goods. Client, Shipper and Consignee agree 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 Goods that the Client, Shipper or Consignee have or shall procure shall contain a waiver of subrogation in favor of Hangman, and shall furnish Hangman with all applicable insurance policies on request.

NO WAIVER

Any failure by Hangman to enforce at any time or for any period of time any term or condition of these Terms shall not be deemed a waiver of such term or condition.

AMENDMENT

These Terms are binding and cannot be modified, amended, altered, or waived by any person including Hangman employees, save for officers of Hangman, and then only in writing and when signed by such an officer. Hangman retains the right to prepare other terms and conditions and addenda as necessary.

ASSIGNMENT

Client cannot assign, sublicense or otherwise part with any of its rights or obligations under these Terms without Hangman’s prior written consent and any such assignment is void ab initio. Notwithstanding the foregoing, Hangman shall have the right, without the consent of Client, to assign these Terms to an acquiring entity in the event of a sale of all or substantially all of Hangman’s assets, and the acquiring entity shall become responsible for all of Hangman’s obligations hereunder.

CHOICE OF LAW AND JURISDICTION

The laws of the State of New York, without regard to its conflict of law rules shall apply to all transport, storage, work and/or services performed by Hangman. Client irrevocably consents to the exclusive jurisdiction of United States District Court for the Southern District of New York and the New York State courts and agrees that any action taken against Hangman, shall be brought only in said courts. THE PARTIES HEREBY WAIVE THEIR RIGHTS TO TRIAL BY JURY IN ANY CONTROVERSY ARISING OUT OF OR RELATING TO, or DOCUMENTS DELIVERED IN CONNECTION WITH, THESE TERMS. In the event any of these Terms are found to be invalid and/or unenforceable, the remainder shall remain in full force and effect.