terms & conditions

ATELIER TERMS AND CONDITIONS

DEFINITIONS


“Company,” “Warehouseman,” “Carrier” and/or “ATELIER” means Atelier Fine Art Services, LLC, together with its affiliates, subsidiaries, divisions, and employees.

“CLIENT,” “SHIPPER”, “BAILOR” is the person(s) or entity at whose request or for whose benefit ATELIER undertakes any business or for whom or to whom ATELIER provides any services, advice, information or consultation. Client retains ATELIER to store, transport, and/or perform Services upon Goods and then becomes liable to remit payment to ATELIER for charges incurred. Client shall also include 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. 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 ATELIER’s Standard Terms and Conditions and that Client shall be responsible to ATELIER for damages resulting from any breach of ATELIER’s Standard Terms and Conditions by such agent or representative and shall be liable to ATELIER with the same effect as if Client breached ATELIER’s Terms and Conditions itself.

“GOODS” means items in whole or in part, in packed or unpacked state, including but not limited to fine art, that are tendered to ATELIER for Services requested by Client and subject to the terms and conditions set forth below.

“BILL OF LADING” means the contract of carriage executed between Client and ATELIER for ATELIER’s transport and ancillary Services with respect to the Goods.

“WAREHOUSE RECEIPT” means the non-negotiable document executed between Client and ATELIER for ATELIER’s storage with respect to Goods.

“STORAGE AGREEMENT” means a written agreement between ATELIER and Client for storage of Goods in a reserved space within ATELIER’s facility.

“SERVICES” means storage, transportation, handling, installation, framing, packing, and crating, or any other services Client requests and ATELIER agrees to provide.

“SERVICES AGREEMENT” means a written agreement between ATELIER and Client for Services that Client requests and ATELIER agrees to provide.

“CUSTOMS DOCUMENTATION” means any materials relating to Customs, including, but not limited to, regulations, laws, and requirements pertaining to marking, classification, licensing, transporting hazardous materials, export controls, and any other transporting, importing, or exporting requirements.

“CONSIGNEE” means the person or entity who receives the Goods from ATELIER or ATELIER’s subcontractors or agents. When Goods have not been delivered, notice may be given of known loss or injury to Goods by emailing the Client.

“DECLARED VALUE” is the value of the Goods declared by Client when seeking to increase ATELIER’s limitation of liability, which will result in a higher rate being charged for ATELIER’s Services.

“NVD” is an acronym used to indicate that no value is declared for Goods. If “NVD” is marked on the documents provided by ATELIER, then ATELIER’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 ATELIER is left blank, then no value is declared and shall be deemed marked as NVD.
 
LIMIT OF LIABILITY. ATELIER’S MAXIMUM LIABILITY FOR LOSS OR DAMAGE TO GOODS BY ANY CAUSE, INCLUDING NEGLIGENCE, SHALL NOT EXCEED $0.60 PER POUND AS DETERMINED BY THE ACTUAL WEIGHT OF THE UNWRAPPED PROPERTY BUT IT CANNOT EXCEED THE ACTUAL LOSS UNLESS CLIENT OR SHIPPER (AS APPLICABLE) DECLARES A HIGHER VALUE FOR GOODS AND PAYS AN INCREASED CHARGE BASED ON THE DECLARED VALUE AND DOCUMENTS ITS ACTUAL LOSS IN ACCORDANCE WITH THE CLAIM FILING RULES SET FORTH BELOW. THIS DECLARED VALUE MUST BE ACCEPTED AND CONFIRMED BY ATELIER PRIOR TO THE COMMENCEMENT OF SERVICES BY ATELIER. ATELIER HAS SOLE DISCRETION WHETHER TO ACCEPT OR REJECT SUCH REQUESTS, AND SHALL DO SO WITHIN A COMMERCIALLY REASONABLE TIME THEREFROM. If no value is declared, Client and Shipper shall release Goods with ATELIER’s maximum liability for Goods being $0.60 per pound. Declared value may only be entered by ATELIER and may not be altered without ATELIER’s written consent. Client agrees to indemnify, defend, and hold ATELIER harmless as against any claim in an amount in excess of the foregoing limits of liability. ATELIER 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.

APPLICABLE LAWS FOR CARRIAGE. ATELIER 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 ATELIER’s $0.60 per pound limitation of liability and the two-year limitation of time to commence an action. To the extent that the Carriage of Goods by Sea Act (“COGSA”) or the Harter Act, 46 U.S.C. §30701 are applicable, ATELIER herein incorporates by reference all benefits, defenses and exemptions. For loss or damage occurring during any portion of the transportation governed by COGSA by force of law, ATELIER’s liability shall be limited to $500 per package, or for Goods not shipped in packages, per customary freight unit. ATELIER also incorporates by reference all benefits, defenses, limitations of liability and exemptions of the Convention on the Contract for International Carriage of Goods by Road (“CMR”). If carriage performed by ATELIER involves air transport and an ultimate destination or stop in a country other than the country of departure, ATELIER also incorporates by reference all benefits, defenses, limitations of liability and exemptions of the Convention for the Unification of Certain Rules Relating to International Carriage by Air, signed at Warsaw, October 12, 1929, and that Convention as further amended by Montreal Protocol Nos. 1, 2, or 4. 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. If the transport and services provided are not regulated by the above laws, then the laws of the State of New York, without regard to its conflict of law rules, shall apply.

CONSEQUENTIAL OR SPECIAL DAMAGES. ATELIER shall not be liable for loss of merchantability, consequential, exemplary, incidental, punitive or special damages, including, but not limited to, loss caused by delay, lost income, loss of revenue, profit, market value, diminution of market value or utility, clean-up costs and/or emotional distress, regardless of whether such damages might have been contemplated or foreseeable at the time of contracting or whether ATELIER had knowledge that such damage may be incurred, all of which are deemed waived by Client. ATELIER shall not be liable for loss or damage due to improper packaging by Shipper, pre-existing damage, wear and tear, gradual deterioration, moths, insects, vermin, wet paint, uncured varnish, terrorism, inherent vice, hostile or warlike action, seizure by customs or other government agency, and acts of God on atmospheric temperature or humidity.

NO WARRANTIES. ATELIER makes no warranties, express or implied, as to any transport, storage, or any Services performed by ATELIER, unless expressly so stated and agreed by ATELIER.

WAIVER OF SUBROGATION. To the fullest extent permissible under law, Client, Shipper, Bailor and Consignee hereby waive any and all rights of subrogation against ATELIER 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 conditions with respect to any loss of, or damage to Goods. Client, Shipper, Bailor, 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, Bailor or Consignee have or shall procure shall contain a waiver of subrogation in favor of ATELIER and furnish ATELIER with all applicable insurance policies on request.

EXCLUSIONS. Atelier shall not be liable for loss or damage to Property due to: mysterious disappearance, the infidelity/dishonesty or criminal act of the Client, its/his/her/ their employees, agents or the others to whom the Goods may be entrusted, including operators under contract to the Client, whether or not such acts occurred during the regular hours of employment, improper or inadequate packing or mislabeling by Client, its agents or employees or by third parties directed by Client, internal damage or concealed breakage, breakage of glass, mirrors, marble, stone, ceramic, works in plaster, uncured (not thoroughly dry) paintings, inherent vice, defect, weakness, wear, tear, gradual deterioration, moths, insects, rodents, vermin, pre-existing conditions, the fabrication, repairing, refinishing, renovating, framing, reframing, restoring or retouching process, internal mechanics or instrumentation, waxen, resinous, or viscous surface areas, excessively worn items, such as antiques in disrepair; uncured or unset varnish applied to furniture, fire, lightning, windstorm, hail, explosion, earthquakes, floods, mudslides, collapse, rust, oxidation, mold directional orientation to which Client does not affix descriptive arrows in advance, extreme weather, breakdown or mechanical defect of vehicles or equipment, faulty or impassable highways, acts of God, civil disobedience, riots, strikes or lockouts, illegal or unlawful actions, loss or damage related to war, invasion, acts of foreign enemies or customs officials, rebellion, revolution, insurrection, military or usurped power of confiscation or conversion by any government, public or local authority, ionizing radiations, contamination by radioactivity from any nuclear fuel or waste, atomic or nuclear fission, radioactive, toxic explosive or other hazardous properties of any nuclear component, any weapon of war, biological or chemical weapons, terrorism, consequence of war, invasion, acts of foreign enemies, hostilities, nationalization or requisition or destruction of or damage to property by or under the order of any government or public or local authority, cyber-attack, damage caused by mechanical or electronic derangement on clocks, scientific instruments, computers, and hi-fi equipment, decrease in market value, leakage, loss in weight or volume and/or folded or rolled art, and incorporates by reference any other exclusion in Atelier’s Standard Terms and Conditions. Regarding damage to any item that is part of a pair or set, Atelier shall only be liable for the separate value of the damaged item without respect to any special value claimed for such item as a part of a pair or set.

DANGEROUS AND/OR HAZARDOUS GOODS. Goods tendered to Atelier may not contain dangerous, hazardous, toxic, odoriferous, radioactive, or leaking substances or any substance or material that is capable of contaminating or damaging Atelier’s warehouse(s) or property in Atelier’s facilities, including but not limited to property stored by other clients of Atelier. The following types of Goods shall not be stored or transported by Atelier under any circumstances: contraband or illegal substances, firearms or ammunition, explosives, chemicals, livestock or 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 property held at Atelier, unless Client expressly disclosed same in a prior writing to Atelier and Atelier expressly acknowledged that disclosure in writing and agreed to perform Services or accept the Goods into Atelier’s facility. Client shall be liable for and shall indemnify, defend, and hold Atelier harmless against all loss or damage to other property or persons caused by said hazardous or dangerous Goods tendered to Atelier for storage.
WARRANTIES BY CLIENT. Notwithstanding and in addition to any other warranties contained in these Terms and Conditions, Client warrants that: it has full and lawful authority to engage the services of ATELIER with regard to  the Goods; 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 which may pertain thereto; Client is in lawful possession of the Goods subject to Services by ATELIER; Client’s address is that shown on the face of Warehouse Receipt, Bill of Lading, Storage Agreement or Services Agreement, upon which ATELIER is authorized to rely for all purposes until seven days after a written change of address notification is given to ATELIER by or on behalf of Client and acknowledged by ATELIER in writing; 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 ATELIER’s Services.
  
PACKING. If indicated on the Services contract, ATELIER 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 ATELIER’s sole discretion. Client must inform ATELIER of any known special packing requirements, particular faults or fragility of Goods which would affect the manner and method utilized to pack the Goods. ATELIER shall not be responsible or liable for any loss or damage occasioned by Client’s failure to so notify ATELIER. Absent specific instructions, ATELIER undertakes to handle Goods using its customary methods and equipment, which are subject to change at its discretion. However, as noted herein, ATELIER will not perform certain services without written instructions and approval from Shipper. Goods handled at Shipper or Consignee’s request outside regular business hours shall be subject to an additional charge. When deterioration or failure of packages, crates, or containers requires, ATELIER may, at its discretion and without obligation, repackage the contents and charge Client for labor and materials. ATELIER accepts no responsibility for such repair or replacement.

TRANSPORTATION BY AIR CARRIERS. Agreed-to stopping places (which may be altered by ATELIER 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.

IMPORTS & EXPORTS. Client is responsible for and obligated to: ensure the accuracy of Customs Documentation and any description of Goods under ATELIER’s care; ensure that all Customs Documentation is accurate, adequate and complete; and know and comply with the requirements, laws and regulations of any Federal, State and/or local agencies pertaining in any way to the Goods. ATELIER shall not be liable or responsible for any loss, damage, delay, cost, penalty or other expense of any nature whatsoever, occasioned by or arising out of any inaccuracy, insufficiency, invalidity or inadequacy of any Customs Documentation prepared by Client and Client hereby agrees to defend, indemnify and hold ATELIER harmless from and against any claims, actions, damages, penalties, suits or injuries which arise out of or in connection with the accuracy, sufficiency or validity of any Customs Documentation prepared by Client and proffered in good faith by ATELIER in the transport of Goods. ATELIER shall not be responsible for action taken or fines or penalties assessed by any governmental agency against Goods because of the failure of the Client to comply with the law or the requirements or regulations of any governmental agency or with a notification issued to the Client by any such agency. Client shall indemnify and hold ATELIER harmless from any claims and/or liability arising from the importation of Goods and/or any conduct of Client which violates any Federal, state and/or other laws or regulations and indemnify and hold ATELIER harmless against any and all liability, loss, damages, costs, claims and/or expenses, including but not limited to, reasonable attorney's fees, costs and expenses which ATELIER may hereafter incur, suffer or be required to pay by reason of such claims and/or liability.

CUSTOMS CLEARANCE. ATELIER may not be listed as a “known shipper” on any Customs documents. It is the Client’s duty to provide ATELIER with all information necessary to comply with all United States Customs and Border Protection rules, regulations and laws. All penalties incurred for non-compliance shall be the Client’s responsibility. The Client hereby appoints ATELIER as its Agent to assist with customs clearance and certifies ATELIER as the nominal consignee for the purpose of retaining a licensed customs broker to perform customs clearance. In some instances, local authorities may require additional documentation confirming ATELIER’s appointment. The Client shall furnish such information to ATELIER as necessary to comply with such laws, rules, and regulations. ATELIER assumes no liability to the Client or any other person or party for any losses or expenses due to the Client’s failure to comply with this provision. The Client is responsible for all charges, including transportation charges, duties, customs assessments, governmental penalties and fines, taxes, and ATELIER’s attorneys’ fees and legal costs related to the Goods.

EXPORT CONTROL. Client authorizes ATELIER to act as Forwarding Agent for Client for export control and customs purposes. ATELIER has no obligation, however, to assume the role of Forwarding Agent. Client hereby certifies that all statements and information provided to ATELIER relating to exportation are true and correct. Furthermore, Client understands that civil and criminal penalties, including forfeiture and sale, may be imposed for making false or fraudulent statements; for violation of any United States Laws on exportation, including but not limited to 13 USC §305, 22 USC §401, 18 USC §1001, and 50 USC App. 2410; or for the violation of export laws of other countries.

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, ATELIER 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 ATELIER from the Client as part of ATELIER’s charges.

ATELIER CONDITION REPORTS. ATELIER does not employ fine art conservators, and ATELIER’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 ATELIER. ATELIER reserves its right to retain a fine art conservator or appraiser to inspect Goods at any time.

NOTICE, CLAIMS AND FILING OF ACTIONS INVOLVING TRANSPORTATION. With respect to claims for loss, damages, or delay involving transportation performed by ATELIER, Client or Shipper (as applicable) must notify ATELIER in writing of all loss or damage to Goods within sixty (60) days following the completion of services performed by ATELIER. Client and Shipper shall file same in writing with ATELIER within nine months after the delivery and receipt of Goods, except that claims for failure to make delivery must be filed in writing within a reasonable time for delivery has elapsed. Suits for loss, damage, injury or delay for transportation of Goods must be commenced against ATELIER no later than two years from the day when delivery was made (unless the shipment is by ocean carriage and subject to 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 applies.). As a condition precedent to recovery, claims for loss, damage or delay during transit must be filed in writing with ATELIER in accordance with the provisions of the claim filing regulations of the Federal Motor Safety Administration set forth in 49 C.F.R § 70, which regulations are expressly incorporated herein by reference in their entirety. Payment of any claim shall be subject to proof of actual damages suffered. The Consignee must hold the packaging(s), shipping container(s) and its contents in the same condition they were in when damage was discovered. No claims for loss or damage shall be entertained until all of ATELIER’s charges have been paid in full. The amount of the claim may not be deducted from the total due and payable charges.

STORAGE. Goods will not be inspected by ATELIER for condition, form, color, or for concealed loss, damage, or leakage and ATELIER undertakes to handle, store, and deliver Goods in the packages in which the Goods were originally received by ATELIER. Labor and materials used for unloading and loading Goods and Goods handled before or after regular business hours shall be subject to charges. Client shall provide ATELIER with at least two business days prior written notice of each delivery and removal of Goods. If Client fails to provide ATELIER with at least two full business days notice, ATELIER shall have the right to refuse Goods and shall not be liable for loss or damage to Goods. If ATELIER is able to receive Goods that are delivered with less than two days notice, such receipt shall be subject to additional charges.

ATELIER shall store Goods in general storage in its warehouse, or if requested in writing by Client, in a dedicated space that is reserved solely for Client. Client shall complete a new Warehouse Receipt for each and every item of Goods brought to ATELIER for storage, or released from ATELIER. Declared value, if any, must be listed on the Warehouse Receipt or attached schedules at the time that Goods are tendered to ATELIER.  If no value is declared, Client shall release Goods with ATELIER’s maximum liability for Goods being $0.60 per pound, unless otherwise provided in these Terms and Conditions. ATELIER shall provide building security, appropriate HVAC, and electricity for lighting at ATELIER.

TERM FOR STORAGE. The terms of storage shall be set forth in a Storage Agreement and Warehouse Receipt. Absent such a written agreement, storage for Goods is provided by ATELIER on a month-to-month basis at ATELIER’s prevailing rate. The month-to-month terms will automatically renew, unless terminated by Client or ATELIER, in writing on thirty (30) days written notice, which notice shall state the date of termination. An acknowledgement of the notice of termination is required.

ACCESS. Client, and persons authorized by Client, shall be permitted access to Client’s storage area or rented viewing space by appointment only, during ATELIER’s regular business hours (9:00 am to 4:00 pm, Monday through Friday, except public holidays). Appointments must be made two full business days in advance of the desired visit. ATELIER will accommodate visits with less notice, subject to additional charges. Upon request and ATELIER’s written approval, Client may be permitted access before or after business hours, subject to an additional charge.

TITLE TO GOODS. Client may only store Goods that Client has the legal right to store. ATELIER shall rely upon the representation from the Client that Client is storing only Goods which it has the legal right to store, and that Goods are free and clear of all superior liens.

ACCEPTANCE OF GOODS. Goods are accepted by ATELIER in apparent good order and condition (except as noted otherwise). Goods may, but need not, be inspected by ATELIER, and ATELIER undertakes to handle, store, and deliver Goods in the packages in which Goods were originally received by ATELIER. ATELIER may, during the normal course of business, issue a condition report for the purpose of noting damages visible to the naked and untrained eye; such condition report is not binding on ATELIER. Goods will not be inspected by ATELIER for color, or for concealed loss, damage, or leakage. Client shall provide ATELIER with at least two business days prior written notice of each delivery and removal of Goods. If Client fails to notify ATELIER within one business day of delivery, ATELIER shall have the right to refuse Goods and shall not be liable for loss or damage to Goods. If ATELIER is able to accept delivery of Goods with less than two days prior written notice, such acceptance shall be subject to additional charges.

Client shall indemnify, defend, and hold harmless ATELIER from all claims, including but not limited to any tax, transportation, or storage charges, in connection with Goods shipped to ATELIER. Client’s Goods are accepted by ATELIER in apparent good order (except as noted otherwise).

TRANSPORTATION AND OTHER SERVICES. ATELIER may be retained to perform 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 ATELIER are subject to change without notice and are not binding upon ATELIER. ATELIER may also act as an Agent for the Client and may arrange for carriage of Goods. If Goods are not in ATELIER’s care, custody and control, ATELIER shall assume no liability as a carrier and shall not be responsible or held liable by Client for any loss, damage, expense, or delay to the Goods. ATELIER shall never be regarded as an Ocean Freight Forwarder, NVOCC (Non-Vessel Operating Common Carrier), Indirect or Direct Air Carrier or Customs House Broker.

NOTICE OF DAMAGES, CLAIM AND FILING OF SUIT INVOLVING STORAGE AND/OR SERVICES. With respect to Goods in storage and/or upon which ATELIER performs Services, Client shall notify ATELIER in writing of all damages within twenty-four hours after discovery of damage to Goods, but in no event more than five days after receipt of Goods or completion of Services. Claims by Client and all other persons occurring during storage and/or performance of Services (except carriage) must be presented in writing to ATELIER within 30 days after date of delivery by ATELIER. Any and all actions or lawsuits brought against ATELIER involving service or storage (not including carriage of Goods) must be commenced within one year of the date of delivery by ATELIER or within one year after Client is notified that loss or damage to part or all of Goods occurred, whichever time is shorter. When Goods have not been delivered, notice may be given of known loss or damage to Goods by emailing and/or mailing Bailor. No action may be commenced against Atelier unless notice has been given and a written claim has been filed.

DEFAULT AND REMEDY / WAREHOUSEMAN’S LIEN. Pursuant to these statutes, ATELIER shall have a lien on all Goods held at ATELIER (and documents related thereto) for charges due, and for expenses necessary and reasonably incurred for the protection of Goods, all charges, advances, and expenses incurred for the storage, protection, handling and insurance of Goods, services performed, and monies due ATELIER (including, but not limited to, applicable interest and attorneys’ fees for enforcing this lien). This lien is superior to any other lien or security interest and is effective as of the date Goods are tendered to ATELIER. ATELIER has this lien in full force and effect should Client have any of the following occur: failure to pay accrued charges; abandonment; and/or failure to comply with ATELIER’s Warehouse Receipt, Bill of Lading, Services Agreement, which are incorporated herein by reference. If Client is in default of any provision herein, or fails to pay charges when due, ATELIER, (in addition to all other rights and remedies as provided by law, at ATELIER’s option or if ATELIER after giving ten days written notice to Client (which notice shall be deemed to be given by ATELIER by mailing same, postage prepaid, at the last known address) 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, (a) ATELIER may declare this Agreement terminated; (b) ATELIER shall have the right to refuse access to Client’s space; (c) ATELIER shall have the right to overlock and/or remove Client’s lock on the door of the space (if applicable); (d) ATELIER shall have the right, but not the duty to inventory Goods and charge Client for the reasonable cost of taking the inventory; (e) ATELIER 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 the UCC and NY CLS UCC. ATELIER shall apply the proceeds of such a sale only to Client’s indebtedness to ATELIER and shall hold any proceeds over and above, if any, the amount owed by the Client to ATELIER in account for the benefit of Client. Upon written demand, the excess, if any, shall be returned to Client without interest.  ATELIER 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 ATELIER in enforcing any term of this Agreement. Client agrees to pay all costs and expenses, including reasonable attorneys’ fees and service and processing charges of ATELIER in enforcing any term of these Terms and Conditions.

GENERAL LIEN. Notwithstanding the abovementioned warehouseman’s or artisan’s liens, ATELIER shall also have a general, continuing and unconditional lien on Goods, either in its actual or constructive possession, custody or control or en route, for all sums due at any time from Client for services, and shall be entitled to sell or dispose of such Goods as Agent for and at the expense of Client and apply the proceeds in or towards the payment of such sums on 30 days’ notice in writing to Client and in accordance with the applicable law. Client shall notify all parties having an interest in its Goods of ATELIER’s rights and/or exercise of such lien. Any surplus from such sale shall be transmitted to the Client, and Client shall be liable for any deficiency in the sale.

TRANSFER, TERMINATION OF STORAGE, REMOVAL OF GOODS. ATELIER may move Goods within the facility in which it is stored without notice. ATELIER may, upon 30 days’ written notice to the Client and/or any other person known by ATELIER to claim an interest in Goods, require the removal of any Goods by the end of this notice period. If not removed before the expiry of the notice period, ATELIER may sell Goods. If ATELIER believes that Goods may deteriorate or decline in value to less than the amount of Warehouse’s lien before the end of the notice period, ATELIER 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 ATELIER after a reasonable effort is unable to sell Goods, it may dispose of it in any lawful manner and shall incur no liability by reason of such disposition. Pending such disposition, sale or return of Goods, ATELIER may remove Goods from ATELIER’s facility and shall incur no liability relating to its removal.

RATES AND PAYMENT. Client shall pay charges pursuant to ATELIER’s current rates (available upon request). Client shall remit storage charges in advance for the month. Invoices may be sent to Client; however, Client agrees that all charges shall be paid on time without request or demand by ATELIER, and in no event shall be paid later than thirty days of the date of the applicable invoice. ATELIER reserves the right to levy against all amounts unpaid thereafter interest at the rate of 1.25% monthly, in no event shall such interest exceed the maximum amount allowable by applicable law and in the event such interest so exceeds such maximum amount allowable by applicable law, all such amounts shall bear interest at the highest rate allowable under applicable law. Rates for services, handling and storage are quoted subject to change at any time by written notice from ATELIER to Client. Such changes are to be effective at the end of the month next succeeding the month in which notice is mailed by ATELIER. All charges for storage are per package or other agreed unit per month. Storage charges become applicable upon the date that Atelier accepts care, custody, and control of Goods, regardless of unloading date or date of issue of Warehouse Receipt. All storage charges are due and payable on the first day of the storage month and shall be prorated if the storage period is for less than one month. Rates are subject to change at Atelier’s discretion.

RECEIPT, ACCEPTANCE WITHOUT NOTATION. Receipt of Goods by Client or any third party without written notation of damage (i.e., on the applicable Bills of Lading, Service Agreement, Warehouse Receipts or any other document received from ATELIER) shall be prima facie evidence that Goods were delivered by ATELIER in good order and condition.

RIGHT TO INSPECT. Notwithstanding anything to the contrary hereinabove, in the interests of health, safety and security, ATELIER reserves the right to open or inspect any packages, boxes and/or goods and to properly and immediately dispose of any materials, goods, or objects which pose a risk or threat to the health, safety, welfare or security of ATELIER personnel or third parties or which ATELIER 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 ATELIER harmless from and against any loss, damage, cost or expense associated with the disposition of such materials, goods or objects.

DELIVERY AND REMOVAL. Client shall provide ATELIER with at least two business days prior written notice of each delivery and removal of Goods. If Client fails to provide ATELIER with the required notice, ATELIER shall have the right to refuse to accept or release Goods and shall not be liable for loss or damage to Goods. If ATELIER is able to accept delivery of or to release Goods with less than two days prior written notice, such acceptance or release shall be subject to additional charges.

ALTERATION AND ABANDONMENT.
Client shall make no alterations to ATELIER’s facility without ATELIER’s prior written approval. Damage to ATELIER’s facilities or violations of the Terms and Conditions shall constitute default. If Client vacates ATELIER, the space shall be deemed abandoned. Abandonment shall constitute voluntary termination of any agreement with ATELIER. Client agrees that by its abandonment it shall remain responsible for all charges due hereunder through the date of termination and until another client occupies that space.

SUBCONTRACTING, ROUTES, PROCEDURES. Client acknowledges and agrees that ATELIER, at its sole discretion, may subcontract the performance of Services to third parties (“Subcontractors”), including but not limited to art handlers, domestic and international carriers, indirect air carriers, freight forwarders, customs brokers, warehousemen, and other transportation intermediaries. ATELIER also may, at its sole discretion, select the means, routes and/or procedures to be followed in the handling, transporting, delivering and servicing of Goods. If the Company 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. ATELIER 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.

RELEASE OF GOODS. Unless Client is in default of its payment obligations to ATELIER, ATELIER shall release any or all Goods in storage and in accordance with Client’s written instructions. Client shall give ATELIER reasonable prior written notice of each delivery or removal of Goods. Any delivery or removal of Goods at a time other than during ATELIER’s regular business hours may be subject to additional charges. No Goods shall be delivered or right to possession transferred except upon receipt by ATELIER of complete written instructions signed by Bailor. When Goods are ordered out, a reasonable time shall be given to ATELIER  to carry out instructions, and if it is unable to do so because of acts of God (including but not limited to earthquakes, hurricanes, fires, floods, etc.), war, public enemies, seizure under legal process, epidemic or pandemic, or any reason beyond ATELIER’S reasonable control, ATELIER  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 ATELIER.

DAMAGE TO PREMISES. ATELIER shall not be liable for any damage to any Premises (including real property, fixtures and/or furnishings) from which it retrieves or delivers Goods unless such loss the direct result of gross negligence on the part of ATELIER. Premises shall refer to the structure, fixtures, furnishings and fittings at any location other than the facilities maintained by ATELIER, 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 ATELIER receives and/or delivers Goods and or performs Services.

SEVERABILITY. If any term or provision of these Terms and Conditions is held invalid or unenforceable, the remainder of these Terms and Conditions will remain effective.

REPRESENTATIONS & WARRANTIES. Client represents and warrants that Client is the owner or legal custodian of Goods. Client agrees to defend, indemnify, and hold ATELIER 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.

INDEMNITY, DEFENSE AND HOLD HARMLESS. Client agrees to indemnify, defend and hold ATELIER 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 arise from ATELIER’s transportation, storage, and/or Services performed with respect to Goods. Client shall pay ATELIER’s reasonable attorneys’ fees to handle and/or defend any 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. ATELIER shall have the right to choose its own attorney. Client shall indemnify, defend and hold ATELIER 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 ATELIER 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 ATELIER, 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.

SUBPOENAS, WARRANTS, ACTIONS. Should ATELIER be served with a subpoena, warrant or other legal action (including threats or investigations) related to Client, Client’s Goods or this Agreement, if Client’s goods or records are seized, or in connection with for taxes, duties, interest, fines and/or loss or damage for which Client may be liable, Client agrees to pay ATELIER’s actual costs and reasonable attorneys’ fees incurred as a result of ATELIER’s attorneys’ defense of or compliance with said actions. Client shall indemnify, defend and hold ATELIER harmless, against all claims including, but not limited to any third-party claims for title, replevin and/or conversion. Atelier shall have the right to choose its own attorney.

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 ATELIER’s facilities) and at any destination point to which ATELIER 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. ATELIER 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 ATELIER to render the Services.

AUTHORIZATION. Client authorizes ATELIER to make, endorse and sign Bills of Lading, waybills, warehouse receipts or other documentation in connection with the transportation, storage, and/or handling of Goods on Client’s behalf.
NON-WAIVER Any failure by ATELIER to enforce at any time or for any period of time any term or condition of these Terms and Conditions shall not be deemed a waiver of such term or condition.

AMENDMENT. Only ATELIER may alter these Terms and Conditions. All conditions set forth herein are binding and cannot be modified altered or waived by any person including ATELIER employees, save for officers of ATELIER, and then only in writing and when signed by such an officer. ATELIER retains the right to prepare other terms and conditions and addenda as necessary.

BENEFITS AND ASSIGNMENT. No Party may assign, sublicense or otherwise part with any of its rights or obligations under these Terms and Conditions without the prior written consent of the other Party. Notwithstanding the foregoing, ATELIER shall have the right, without the consent of any Party, to assign these Terms and Conditions to an acquiring entity in the event of a sale of all or substantially all of ATELIER’s assets, and the acquiring entity shall become responsible for all of ATELIER’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 ATELIER, unless otherwise indicated in a bill of lading, warehouse receipt or storage agreement. Client, Shipper, Consignee and Bailor irrevocably consent 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 ATELIER, 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 THIS AGREEMENT OR ANY OF THE DOCUMENTS DELIVERED IN CONNECTION WITH THIS AGREEMENT.