1. Definitions

“Vault”, “The Carrier”: Vault Fine Art Storage, LLC and its employees.

"Freight", "Goods": Items in whole or in part, in packed or unpacked state, that are tendered to VAULT for transportation related services, and subject to the rules and limitations set forth below.  

“Customer": Person, parties or organizations who hire and employ VAULT to collect and deliver freight and perform transportation related services and who then become liable to remit VAULT for charges incurred.  

"Shipper”: Person or parties who consign freight to VAULT for transport, packing and/or related services.  

"Consignee": Person or parties who receive freight from VAULT.  

"Concerned Parties": Persons who VAULT Identify as connected to or Involved with a shipment.  

"Exclusions": Conditions and occurrences, as set forth below, that protect and relieve VAULT from all liability and responsibility for loss and damage related to freight identified in Section 4 of this Agreement.  

“Insurance”: A premium charged to the Customer which is based on a value on freight declared by that Customer, and subject to all the limitations and exclusions set forth below. Payment of the Insurance premium allows the customer to collect the declared value in the event of a loss or mishap that is attributable to events or occurrences during carrier's possession of freight.  

“NVD": No value declared. Shipper consigns freight for carriage by VAULT and does not declare a value nor purchase Insurance on that freight; thus releasing the carrier to its minimum level of liability as set forth in Section 3.  

"BOL", "Bill of Lading": A contract representative of an order for VAULT to perform transportation, packing and/or related services. This document is a Bill of Lading electrosc@bellsouth.net  

“COD”: Check or cash on delivery. Agreement to pay VAULT for services performed at time of delivery.  

"COPU": Check or cash on pick-up. Agreement to pay VAULT for services performed at time of pick-up.  

"PBS": Packed by shipper, condition of contents unknown.  

"On File": Statement on face of this BOL that refers to information being kept in writing by VAULT management and not specifically listed on the face of the BOL.  

"Reasonable": Accepted as sufficient, rational, normal and common when compared to standard practices and procedures in the shipping Industry.

2. Customer's Obligations  

A. Customers and their agents must read and understand the terms of this BOL. Vault is not responsible for explaining all terms verbally.  

B. All terms are binding once Shipper, or its employee or agent acting on its behalf execute this BOL. In the event that Shipper and its employees are acting as agents for the Customer, it is the Shipper's responsibility to notify that Customer of all terms as set forth above and below. 

C. If VAULT is to receive freight that is PBS, it is the Shipper's responsibility to adequately pack and protect the goods to ensure safe transportation. The Shipper is also obligated to property label each item in order to prevent delay or errant dispatch.  

D. Shipper and Customer shall provide accurate Consignee information in order to prevent delay or errant dispatch. Furthermore, Shipper and Customer are jointly and severally responsible to notify Consignee of impending arrival of freight and secure approval for Carrier's delivery. 

E. Failure to meet obligations described in this Section 2 may result in additional charges as set forth in Section 9.  

3. Limitations of Liability for Vault Fine Art Storage, LLC  

A. The maximum liability of Vault Fine Art Storage, LLC, for loss or damage by any cause, including negligence (the "Liability Limits"), is limited to $0.60 (sixty cents) per pound as determined by actual weight of unwrapped goods. In shipments of multiple items, the $0.60 per pound maximum liability shall apply to each item separately. To determine VAULT’s maximum liability on shipments released at $0.60 per pound for items being made subject to a claim when VAULT is not in physical possession of the freight, dimensional weight shall apply as determined with a cubic factor of 194 cubic inches per one pound. Should any claim in an amount in excess of the foregoing Liability Limits be asserted against VAULT by a third party for loss or damage to freight handled by VAULT, the Shipper, Consignee, and customer agree to, jointly and severally, defend and hold VAULT harmless from and against any such claim. This provision shall be in force irrespective of the cause of such loss or damage, including negligence.  

B. VAULT Is not liable for loss or damage due to lack of detailed and specific Customer instruction in handling and/or placement of goods. The provisions of this Bill of Lading also extend to items damaged inside a Shipper or Consignee's premises or place of business. 

C. VAULT is not liable for physical damage to freight, or loss caused by delay of delivery, when conditions beyond the Carrier's control are encountered during transit. Such conditions include, but are not limited to:  

• Extreme weather and/or changes in temperature, acts of nature and God.  

• Breakdown or mechanical defect of vehicles or equipment.  

• Faulty or impassable highway; lack of capacity of roadway structures.  

• Highway obstruction or closure due to official action.  

• Civil disobedience, riots, strikes or lockouts; illegal or unlawful actions.  

• Losses caused by acts of terrorism.  

"Loss caused by delay" as stated above is hereby understood to also define and apply to loss of revenue, interest, market, and/or utility, or any other indirect or consequential losses or damages. VAULT is not bound to transport goods by any particular means, schedule, vehicle, or in any other manner other than with reasonable dispatch.  

D. VAULT shall not be liable for freight when directed to accept and load or deliver and unload at unmanned locations where the Shipper, Consignee, Customer or their agents are not present  

E. VAULT's sole responsibility is to effect inside delivery and will not be liable for unwrapping or unpacking freight unless such requests are ordered in advance and in writing. “Inside delivery" is hereby defined as delivery taking place inside Consignee’s location or structure at or near a common point of entry and within a reasonably accessible area.  

F. Claims regarding loss or damage of any kind must be made in writing and within seven (7) days of the delivery date of shipment. VAULT reserves the right to inspect all items and wrapping materials that are being made subject to a claim. It is the responsibility of the Consignee to retain the goods in the original container(s) and/or materials and to make such goods and materials available for inspection by VAULT, or the carrier's Insurance adjuster in the event of claims on Insured shipments. Claims not reported within seven (7) days of the delivery date shall be deemed waived. Claims are also subject to the terms of Section 9C. 

G. The rights and obligations of the Parties hereunder shall be construed and enforced in accordance with, and shall be governed by, the laws of the State of Texas, without regard to its principles of conflicts of laws. Any dispute, claim or controversy arising out of or relating to this Bill of Lading or any other Agreement between the  parties, or the breach, termination, enforcement, interpretation or validity thereof, shall be brought in the District Court in Travis County, Texas, or in the United States District Court for the Western District of Texas. The Parties hereby irrevocably submit to personal jurisdiction in Texas and consent to venue in the Courts referenced herein. In any action or proceeding brought by one party as against the other, the Customer specifically waives his/her right to a jury trial and agrees not to interpose any counterclaim on any action commenced by VAULT. All insurance policies covering Goods that customer has or shall procure on its own behalf shall specifically contain a waiver of subrogation as and against VAULT. VAULT reserves all of its rights and remedies at law and in equity.  

4. Exclusion  

A. Customers automatically release the earner from all liability and responsibility for physical damage, loss, or loss due to delay, for items of freight as listed below:  

• Items improperly or inadequately packed or mislabeled by the Shipper.  

• Items containing internal damage or concealed breakage; glass, ceramic and stone with existing cracks.  

• Items of inherent vice or weakness due to poor craftsmanship in fabrication.  

• Items containing internal mechanics or instrumentation.  

• Items with waxen, resinous, or viscous surface area, be they in wet, semi-dry, or hardened state.  

• Damaged or excessively worn antique items in disrepair, items exhibiting prior repairs or breakage.  

• Uncured and/or not thoroughly dry paintings; uncured and/or unset varnish applied to furniture.  

• Items with directional orientation to which the shipper does not affix descriptive arrows in advance.  

• Items shipped unwrapped at the stated request of the shipper.  

In relation to subjective terms as used above ("inadequately packed", "inherent vice", "excessively worn", etc.) it is understood that the Customer allows and releases VAULT to define and interpret these terms as reasonably and commonly acceptable in VAULT's industry and as applied against common and previous occurrences in the normal course of packing and shipping.  

B. Customer indemnifies and holds VAULT harmless from and against loss to property or personal injury in the event that Customer or their agent interferes with or impedes VAULT in collection, delivery, and/or handling procedures.  

C. The Carrier will not transport currency, specie, precious stones, jewelry, or negotiable documents at any time. In the event that the Carrier is made to transport such items without the Carrier's knowledge or consent, the Carrier shall remain at no liability whatsoever for or in connection with the goods. 

D. The following types of freight will not be transported by the Carrier under any circumstance (Prohibited Items):  

• Contraband or illegal substances; firearms or ammunition.  

• Explosive, chemical, noxious or dangerous goods.  

• Solvents, fuels, or any flammables.  

• Livestock, plants, biological or hazardous goods.  

The act of consigning Prohibited Items to VAULT which are intentionally disguised by the Shipper, acting with or without knowledge of the Customer, shall entitle VAULT to recover from Customer any and all costs and expenses for fines, penalties, legal fees (including attorneys' fees), damage to VAULT equipment and/or personal injury and any other loss or damage arising from transportation of Prohibited Items. The Customer also shall be liable for and indemnify, defend, and hold the Carrier harmless from and against all loss or damage to other property or persons arising from transportation of Prohibited Items. The Carrier is at liberty to dispose of any items consigned with or associated with said Prohibited Items at any time and place deemed appropriate by the Carrier, and Customer shall be responsible for any and all charges and costs associated therewith.  

5. Insurance  

A. VAULT does not automatically provide carriage insurance. Insurance may be purchased at a premium based on the value of goods in transit and added to the cost of the Carrier's services. Values must be submitted in advance and all coverage must be approved by the Carrier in advance. Values must appear on the face of this BOL and may only be entered by employees of the Carrier. Declared values may not be altered once freight has been received for transport unless the Carrier issues written consent for such alteration.  

B. VAULT reserves the right to inspect all freight under consideration for insured transit. VAULT shall have the right, but not the obligation, to provide additional wrapping and packing on such items, even in the event that such services were not originally requested. Should VAULT, in its reasonable judgement, provide such additional  services, Customer shall promptly pay VAULT for all such services provided and materials used therefor. VAULT shall only be responsible to inspect for surface conditions and apparent damage. Upon purchase of insurance, all terms & conditions and foregolng exclusions of this contract shall remain in force with the exception of Section 3A.  

C. Insurance for items that are pre-packaged, pre-sealed, and/or unopened by VAULT are carried under Limited Risk. Limited Risk insurance is defined as coverage that is limited to losses incurred by theft or non-delivery of cargo only, with such coverage noted on the face of this BOL. Claims for damage and/or partial delivery are excluded under Limited Risk insurance coverage.  

D. VAULT shall not be responsible to substantiate values of goods in transit; nor is the Carrier responsible to provide proof of origin or authenticate in any way such goods in transit regardless of description listed on the Contract or Bill of Lading. Insurance coverage will be voided should Customer over-value goods or otherwise insure goods in transit in excess of their fair market value. The responsibility for providing documented proof of value in a claim shall rest entirely with the Customer. By failing to provide such proof that is acceptable to Carrier's underwriter, the Customer hereby releases the Carrier's underwriter to adjust claims to any fair value as determined by Carrier's adjuster. Claims for damage or loss of value may not exceed insurance amount purchased as listed on face of this BOL.  

E. Groups or multiple items of freight consigned for insured transport, to which the customer assigns only one total insurance value for all items, shall be insured by VAULT for Limited Risk on the entire lot only. Loss to any individual items will not be covered under this type of insurance and will be at the risk of the Customer. This limitation shall apply whether or not VAULT effects any packing to the freight.  

F. VAULT reserves the right to decline to provide insurance coverage based on VAULT’s inspection of freight. Any Item that is deemed unfit to be covered by VAULT’s insurance policy will not be extended coverage.  

G. Shipments under all-risk insurance coverage must be accepted at time of Carrier's delivery, including inspection of condition. The Carrier may at its discretion deny coverage to items made subject to all-risk insurance claims in the event that Customer or his agent declines or refuses to have such items unwrapped at time of Carrier's delivery.  

6. Bills of Lading  

A. Only VAULT employees may alter the face of VAULT BOLs. In the event that any Shipper or Consignee alters a VAULT BOL by making written additions or omissions, without permission of the Carrier, VAULT shall be released from providing or completing services related to those additions or omissions. All conditions set forth in this BOL are binding and cannot be modified, altered or waived by any person including VAULT employees, save for officers of the Carrier, and then only in writing and when signed by such an officer.  

B. VAULT retains the right to prepare other BOLs and addenda as necessary to sufficiently describe freight in transit. Should the Customer, by his requests or actions, instigate the Carrier to exchange this BOL for another, the Shipper's signature on the original BOL shall enforce and transfer all conditions, instructions and/or values from the original BOL onto any subsequent BOL bearing the same reference number.  

C. If in the opinion or reasonable judgment of the Carrier it becomes at any stage necessary or desirable to depart from Customer's instructions in relation to freight in transit, then the Carrier shall have the right to do so. The Carrier shall have the right to execute any new BOL information or instructions as deemed necessary in the interest of safe handling of the freight.  

7. Use of Other Carriers  

A. In the event that freight cannot be delivered to its destination, VAULT may engage other carriers at VAULT’s discretion; these services to be engaged after reasonable attempts to verbally contact concerned parties to the shipment. Should another carrier become the Consignee, all provisions of this BOL terminate at the time of Consignee's receipt and signature. It is understood that VAULT's receipt of other carrier's BOL or receipt ticket constitutes an agreement between VAULT and its Customer to release freight to that other carrier and for said freight to be then governed by said other carrier's terms and conditions as set forth on other carrier's BOL or receipt ticket. VAULT shalt not be liable to review other carrier's terms and conditions in full.  

B. Customers who order VAULT services in advance that are pre-arranged to involve VAULT plus other carriers understand that they are also bound by the terms of Section 7A.  

8. Incomplete Bill of Lading  

A. In the event that freight remains unclaimed after ninety (90) days due to failure or refusal of Consignee to receive, or due to inability of VAULT to contact concerned parties after reasonable effort, then said freight will be placed at the disposal of VAULT for lien or sale in order to recoup transport related charges due, as well as normal and reasonable storage fees and costs of disposal or sale. Prior to such disposal or sale VAULT will notify all concerned parties listed on the BOL with the contact information provided on the BOL. In the event that freight remains unclaimed after ninety (90) days due to failure or refusal of Consignee to receive, or due to inability of VAULT to contact concerned parties after reasonable effort, then said freight will be placed at the disposal of VAULT for lien or sale in order to recoup transport related charges due, as well as normal and reasonable storage fees and costs of disposal or sale. Prior to such disposal or sale VAULT will notify all concerned parties in the shipment by US Mail and will enclose complete inventory and written terms of said disposal or sale.  

B. Should a Customer or concerned party to a shipment redirect freight outside of VAULT’s route area in mid-transit, or otherwise render freight not deliverable, VAULT shall retain the right to create new BOLs and direct freight via VAULT or outside carriers as set forth above. VAULT also retains the right to deliver freight to a warehouse selected by VAULT at the destination city or at an intermediate point, with charges for such warehousing payable by the customer. All additional charges incurred by such actions shall be the responsibility of the customer unless VAULT receives written instructions prior to delivery, and VAULT approves said instructions in writing.  

9. Rate Application and Payment Terms  

A. Estimates and quotations are issued on the basis of Immediate acceptance; the Carrier maintains the right to withdraw or revise any estimate, whether issued verbally or in writing. Should any changes occur in regards to the rate of freight, packing services, insurance premium, or any other charges that are applicable to the goods, then estimates and charges shall be subject to immediate revision accordingly. The Carrier may make such revision with or without notification to the Customer, even after the Carrier has accepted the goods. Conditions under which Carrier has the right to withdraw estimates and adjust rates shall include, but not be limited to, the following:  

• Additional volume in the form of larger or heavier freight.  

• Additional pick-ups, deliveries, packing/unpacking services and/or materials.  

• Delays due to lack of preparation, waiting time, poor access and/or non-availability of freight.  

• Delays due to errors or omissions made by the customer or concerned parties.  

• Delays due to customer or agent's unwillingness to schedule, or omissions of adequate delivery information.  

• Additional services requested by concerned parties at either pick-up or delivery.  

B. Payment terms are net receipt upon presentation of invoice unless otherwise stated in this BOL. Invoices past due more than thirty (30) days shall bear additional service charge in the amount of 1.5% per month until paid in full. VAULT reserves the right to assess fees to the Customer for collection procedures on delinquent accounts including, but not limited to, costs for administration, communication, legal procedures and interest on unpaid amounts. It is further understood that customer, shipper, consignee and owner of freight shall remain jointly and severally liable for such charges until payment in full is made to VAULT for services rendered. 

C. No claims for loss or damage will be entertained until all Carrier's charges have been paid in full. The amount of the claim may not be deducted from the total due and payable charges.