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The following are important instructions relating to the use of the 2023 revised terms and conditions for the contract and rate quotation warehouse receipt. These standard legal documents are developed for GCCA Warehouse Members by GCCA retained counsel, Scopelitis, Garvin, Light, Hanson & Feary.
CHANGE THE NAME. Prior to using the Terms and Conditions on your Warehouse Receipt and Contract and Rate Quotation forms, YOU MUST insert the correct legal name or d/b/a name of your public refrigerated warehouse in three places on the Warehouse Receipt and four places on the Contract and Rate Quotation. Failure to do so may prevent you from enforcing the Terms and Conditions. The three places which are common to both documents are: 1) the top front; 2) the top back and 3) the definition of Company in Section 1(c). The fourth place on the Contract and Rate Quotations is the front side lower right by the “Date of Issuance”. If you already have your correct legal name or d/b/a on the front of your Warehouse Receipt and Contract and Rate Quotation, you need only add them in the two locations on the Terms and Conditions (top and Section 1(c)).
IDENTICAL TERMS AND CONDITIONS. The revised terms and conditions contain some substantive changes from the 2000 version. Those of you, who issue Contracts and Rate Quotations to your customers in addition to Warehouse Receipts, are advised to use the revised Terms and Conditions on both documents and to make sure that the Terms and Conditions on both documents are identical. If the Terms and Conditions on the Contract and Rate Quotation are different from those on the Warehouse Receipt, the courts will either refuse to enforce the conflicting provisions or will enforce the provisions which are more favorable to your customer.
NON‑NEGOTIABLE WAREHOUSE RECEIPTS. The Terms and Conditions are to be used on Contracts and Rate Quotations and on Non‑Negotiable Warehouse Receipts only. Without modification, the Terms and Conditions are not suitable for use on Negotiable Warehouse Receipts.
REFERENCE ON FRONT TO TERMS AND CONDITIONS ON BACK. It is very important to include a statement on the front of the Contract and Rate Quotation and Warehouse Receipt that there are Terms and Conditions on the reverse sides of those documents. Unless the customer receives some notice on the front side that there are Terms and Conditions on the reverse side, the courts might not enforce the reverse side Terms and Conditions. We recommend that the notice be made in larger type, bold and/or different color ink to alert the customer to the fact that there are Terms and Conditions on the reverse side. The references on the front sides of the specimen Contract and Rate Quotation and Warehouse Receipt supplied by the IARW should be sufficient to alert the customer to the fact that there are Terms and Conditions on the reverse.
NOTICE TO EXISTING CUSTOMERS. We recommend that you notify your existing customers that as of a certain date, you will be issuing Warehouse Receipts with Terms and Conditions which are different from the Terms and Conditions on your current Warehouse Receipts. If you intend to have goods currently in storage covered by the new terms, you must reissue a warehouse receipt with the new terms.
LIMITATION OF LIABILITY. The limitation of liability provision in Section 10(d) is substantially identical to the limitation of liability provision in the 2013 version.
TEXAS MODIFICATION. Although some states such as Florida and Louisiana will not enforce the time to sue provision in Section 10(c) of the Standard Terms and Conditions, we recommend that the provision be included, without any modification, in all states except for Texas. The State of Texas will not enforce any stipulation, contract or agreement requiring suit to be filed in a shorter period than two years. Accordingly, we recommend that, for warehouse operators issuing warehouse receipts in Texas, Section 10(c) be revised by substituting “TWO (2) YEARS” for “NINE (9) MONTHS“.
BOLD PROVISIONS. We recommend that Section 9(d) and 10(c) be printed in capitals and in bold to enhance the possibility that your customers will read those sections and to enhance the likelihood that those provisions will be enforced by the Courts.
INTEREST RATE. In Section 9(a) we inserted an interest rate of the lesser of 2% per month or the maximum amount allowed by law. An interest charge of 2% per month is an appropriate rate, however you may insert a lower rate as you see fit. We suggest that you consult with your legal advisor, if you wish to use a higher rate. The interest rate you select must be the same on both the Warehouse Receipt and the Contract and Rate Quotation.
CONSECUTIVE NUMBER. You must make sure to consecutively number your warehouse receipts.
SIGN THE WAREHOUSE RECEIPTS. You must make sure to sign the Warehouse Receipts. Under the Uniform Commercial Code which has been adopted in all states, a signature may be the preprinted name of your company, the stamped name of your company, an electronic or hand written signature of an authorized employee of your company or an electronic or handwritten name of your company.
FURTHER QUESTIONS. If you have any further questions regarding the use of the terms and conditions you may contact Kevin Philips at +312-255-7200 or kphillips@scopelitis.com