We operate the website www.valetstorage.ca (“our site“). We are Valet Storage Incorporated., a company registered in Ontario and with our registered office at 28 Eastern Avenue, Toronto, Ontario (“we“, “our“, “us” “the company” or “Valet Storage“).
In these Standard Terms and Conditions:
“Contract” means the Receipt to which these Standard Terms and Conditions are included.
“Customer” means the owner of the Items or the party for whose account the Items are stored;
“Deposit” means Items deposited at Valet Storage;
“Electronic Commerce Act” means the Electronic Commerce Act, 2000, S.O. 2000, Chapter 17 (Ontario) and as amended from time to time;
“Items” means the property that is described in the Receipt;
“Receipt” means a non-negotiable Valet Storage receipt or Valet Storage acknowledgement of receipt and which acknowledges in writing the Valet Storage’s receipt for storage of Customer’s Items;
“Terms and Conditions” means this schedule and the Receipt within which it is included.
“Valet Storage” and “Company” each mean the issuer of the Receipt, its employees, servants, successors and assigns; and,
“Valet Storage Centre” means the warehouse used by the Company for the storage of the Customer’s Items from time to time.
Services to be Furnished. Company provides storage and transportation services. The company professionally packs, transports and stores customer items. The Customer acknowledges that all Services shall continue indefinitely until the Contract is terminated.
Storage. Where Services are for the storage and management of Items, the Valet Storage Centre shall provide a Receipt to the Customer in the form of a confirmation of receipt of the Items, as applicable.
Sub-Contractors. Company may engage sub-contractors to fulfill some or all of the Services. The Company shall nevertheless be responsible for the fulfillment of all Services provided by such sub-contractor.
Purchase Orders. In the event that Customer issues a purchase order or issues any instructions to Company covering the Services provided by the Company, any terms and conditions in such purchase order or any other instructions that constitute terms and conditions which are in addition to those set forth in the Contract including this Agreement or which establish conflicting terms and conditions to those set forth in the Contract including this Agreement are expressly rejected by the Company and the Customer agrees that the Contract and Schedules therein, including this Agreement, shall be paramount.
Receipt. Subject always to legislation in force governing receipts in the province where the Items are stored, the Customer agrees that Receipt:
b. implicitly includes all of the provisions, terms and conditions of the Contract; and,
c. when printed or acknowledged or e-mailed to the Customer at its e-mail address last known to the Company, shall be the record of the Items under Deposit between the Customer and the Company.
Authority. The Customer represents and warrants that the Customer is lawfully possessed of the Items and has the right to and authority to store them with the Valet Storage Centre. Customer agrees to indemnify and hold harmless the Valet Storage from all loss, cost and expense (including reasonable legal fees) which the Valet Storage pays or incurs as a result of any dispute or litigation, whether instituted by the Valet Storage or others, respecting the Customer’s right, title or interest in the Items and such amounts shall be charges in relation to the Items and shall be enforceable against the Items as a Repair and Storage lien or warehouseman’s lien or as otherwise named in the Province in which the Items are stored.
Insurance. The Customer agrees to obtain and maintain at its own expense insurance for the Items against damage by fire and extended perils coverage and such other insurance covering the Items against such losses as a reasonable owner acting prudently would obtain.
Containers. The Customer shall use only such containers for storing Items as is approved by Valet Storage
5. OBLIGATIONS OF COMPANY
Facilities. Valet Storage shall provide secure warehouse facilities (hereinafter the “Facilities”). The Facilities shall be used exclusively for the storing and handling of the Items and related administration.
Storage Area. Valet Storage shall be responsible for selecting the area within the Facilities for storing the Items and may, without notice, move the Items within the Facilities, but shall not, without the Customer’s prior consent, move Items to another location outside of the Facility.
Equipment. Valet Storage shall provide all required equipment to carry out its obligations hereunder.
Staffing. Valet Storage shall obtain, maintain and employ sufficient personnel, equipment, shipping and other facilities and resources necessary to perform the storage and such other services to be performed by it as described in this Contract.
Compliance with Laws. Valet Storage shall comply with all federal, provincial and municipal laws and regulations applicable to the services rendered hereunder, including without limitation, those in respect of environmental, transportation and health and safety matters.
6. CHARGES AND PAYMENT
Charges. Charges and rates for the services are set out in the pricing section of The Company website. Charges for storage shall remain fixed for the first year of this Contract and may thereafter be changed by the Company at any time upon thirty (30) days’ written notice to the Customer. Charges for services may be adjusted by the Company at any time upon thirty (30) days’ written notice to the Customer.
High Volume Demands. The Customer acknowledges that high volume requests by the Customer for Services and other customers may require the Company to delay the Services or require appointments for Services without notice to the Customer.
Payment. Payment storage charges are due when billed. The Customer shall be liable for late charges at the rate equal to twenty dollars ($20) per item per month calculated from the date of the invoice until the date payment is received and compounded monthly together with all accrued interest thereon and all costs, charges and expenses incurred by the Valet Storage in connection therewith. If the Customer is late in the payment of any three 3 or more undisputed invoices in a 12-month period, the Valet Storage may require payment by certified cheque or wire transmittal, at the Valet Storage’s option.
Lien. All charges are due and payable prior to the delivery or transfer of the Items including at the termination of the Contract. The Company shall have a lien upon, right of retention and security interest in all Items of Customer deposited at any time by Customer in any Valet Storage Centre operated by the Company. Such lien, right of retention and security interest shall be for all charges, advances and expenses in relation to all Items of Customer, whether or not previously released from the Valet Storage Centre. In the event of non-payment of any such amounts, the Company has the right, after reasonable notice, to destroy or dispose of the Customer’s Items in any manner that it may reasonably think fit to satisfy its lien, subject to legislation in force governing the disposition of such Items in the province where such Items are stored. Where the Company decides, in its sole and exclusive discretion, to deliver or transfer the Items prior to receipt of payment of all charges, advances and expenses in relation to the Items, the Customer shall deliver to the Company immediately upon its request, a signed acknowledgment of indebtedness on an invoice or other statement of account.
Payment on Termination. In the event of termination of the Contract, all amounts due for Services rendered up to the effective date of termination shall become immediately due and payable. Upon termination of the Contract the Customer shall receive back all Deposits upon payment of all charges outstanding and including in connection with the return of all Items by the Company to the Customer in advance by certified cheque or wire transmittal and Company shall have no obligation to provide further Services to Customer.
No Set-Off. Claims for loss or damage to Items shall not be set off or otherwise deducted by the Customer from amounts owing for the receipt, storage, shipping and delivery of Items or the performance of any Services by the Company.
Right to Rely on Instructions. The Company may act in reliance upon any instruction, instrument, or signature reasonably believed by the Company to be genuine, and may assume that any of Customer’s employees or any employee of Customer’s affiliates or subsidiaries or sub-contractors giving any written notice, request, or instruction purportedly on behalf of the Customer has the authority to do so.
Compliance with Contracts, Laws and Regulations. Customer shall be responsible for, and warrant compliance with, all contractual restrictions and all applicable laws, rules and regulations, including but not limited to environmental laws and contractual restrictions and laws governing the confidentiality, retention and disposition of information contained in any materials delivered to the Valet Storage Centre.
Cooperation and Assistance. Customer shall cooperate with Company with regard to the performance of the Services, subject to normal security requirements and in a manner that is not unnecessarily disruptive to Customer’s business operations, by providing to Company such information, data, access to premises, management decisions and approvals as may be reasonable to permit Company to perform the Services hereunder. Customer shall cooperate with the Company’s reasonable operational requirements, as modified from time to time, regarding containers, delivery/pick-up volumes, security, access and similar matters.
Material Descriptions. Descriptions of contents of materials submitted by the Company to the Customer shall be generally considered for record-keeping, reconciliation, and reference purposes only, and are not to be considered proof that said documents contained on such lists and descriptions are in fact contained in the materials accepted. Company will make provision for validation of such document contents in advance and under special terms and fees at the request of the Customer.
8. NOTICE AND LIMITATION PERIODS FOR CLAIMS
Definitions. The following words shall have the meanings described:
i. Notice Period means:
1. ninety days (90) following the discovery of a claim;
2. where the claim is by the Customer in respect of Items that the Customer has received, no longer than ninety (90) days after delivery or return to the Customer of the Items alleged to have been damaged; and,
3. ninety (90) days after the Customer is notified by the Company that loss, damage or destruction to part or all of the Items has occurred.
ii. “Commencement of Arbitration” means:
1. the Customer or the Company has served on the other of them a notice to appoint or to participate in the appointment of an arbitrator; or,
2. the Customer or the Company has served on the other of them a notice demanding arbitration under the agreement.
iii. “Statement of Claim” means the document recognized by a court of competent jurisdiction that, when issued, commences a court proceeding.
Notice Period. Each and every claim by the Customer or the Company must be particularized with reasonable details and presented in writing promptly during the Notice Period. The Customer and the Company hereby release each other from each and every claim not presented to the other in writing within the Notice Period.
Limitation Period. No court action or arbitration proceeding may be maintained against the Customer or Company by the other of them for loss, damage or destruction of Items unless:
i. A claim was presented to the other in writing within the Notice Period; and,
ii. an action is commenced in a court of competent jurisdiction or a Commencement of Arbitration was made within one (1) year following the day upon which the Notice Period ended (the “Limitation Period”).
Action. The Customer and Company hereby release each other from each and every claim that was not set out in a Statement of Claim that was issued in a court of competent jurisdiction or by the Commencement of Arbitration within the Limitation Period.
Confidentiality. The Company shall use the same degree of care to safeguard the Customer’s Items collected as it uses to safeguard its own property. Notwithstanding such obligation, the Company may release the Customer’s Items in order to comply with any subpoena or court order and, in such case, the Company will endeavor to provide notice of such release to the Customer unless prohibited by law. Customer shall pay Company’s reasonable costs of such release of Items.
10. LIMITATION OF LIABILITY OF COMPANY
Standard of Care. The responsibility of the Company is the reasonable care and diligence required by the laws of the province where the Items are store and provided that all Items are stored at the Customer’s risk of loss, damage or delay in delivery unless the Customer establishes such loss, damage or delay occurred because of the Company’s failure to exercise the care required by the laws of the province where the Items are stored.
Condition of Items. The quality, condition, contents and value of the Items are not known to the Company except as declared by the Customer and as specifically described by the Valet Storage Centre on the face of the Receipt.
Insurance. Items covered by the Receipt are not insured by the Company.
Instructions. The Valet Storage Centre shall have no responsibility for errors resulting from the corruption of electronically transmitted data, or from verbal or telephoned shipping instructions, unless written confirmation of such instructions is received not less than three business days prior to the shipment of the Items.
Risk of Loss. Without limiting the generality of the foregoing, it is specifically declared that all Items are stored at the owner’s risk of loss, damage or delay in the delivery caused by or through inaccuracies, obliteration or absence of marks, numbers, address or description, act of God, irresistible force, enemies of the Queen, civil or military authorities, insurrection, riot, strikes, terrorist acts, picketing or any other labour trouble, water, steam, sprinkler leakage, floods, rain, wind, storm, fire, frost, vermin, heating or corruption, deterioration, drainage, dampness, rust, decay, collapse of the building, inevitable accident, depreciation or perishing by a lapse of time, changes in temperature, interruption or loss of power, contact with or odors from other Items or other sources, inherent defects, lack of any special care or precaution, injury to Items insufficiently protected or arising from the nature of the Items, loss in part, insufficient boxing, crating, storing or packing, ordinary wear and tear in handling, leakage, concealed damage or any cause beyond the control of the Company or failure to detect any of the foregoing. All storage and other applicable charges must be paid on Items stored for an additional time, or lost or damaged by any of the above causes.
Removal. Where loss, damage or destruction occurs to the Items, for which the Company is not liable, the Customer shall be responsible for the cost of removing and disposing of such Items and the cost of any environmental clean-up and site remediation resulting from the loss, damage or destruction to the Items.
11. LIMITATION OF DAMAGES
Limitation of Liability. The liability of the Company, if any, for loss or destruction of, or damage to Items on Deposit is limited to the Value of each Deposit as defined herein.
Value of Deposit. Customer declares for the purposes of the Contract that the Value of all Items on Deposit is $1.00 per carton, box, container or other hard-copy storage unit (the “Value”). Customer acknowledges that the Company will not accept for Deposit any Items that have a value greater than as defined above as the Value at the Charges and Rates set out in this Contract. Customer acknowledges that it has declined to declare an excess valuation, for which an excess valuation fee would have been charged
Shipping. When errors in shipment occur, the liability of the Valet Storage Centre shall be strictly limited to the transportation costs involved to rectify any such error, and shall not, under any circumstances, include liability for damages due to the acceptance or use of or inability to us said Items.
Maximum Liability. Notwithstanding the definitions of Value, the maximum liability of both the Company combined for all claims for the provision of Services or failure to provide Services is limited to all charges paid by the Customer to the Company during the six months prior to the Claim for the loss or destruction or damage.
Limitation of Types of Damages. Under all circumstances, the Company shall not be liable for any loss of profit or special, indirect, or consequential damages of any kind.
Access. The Customer acknowledges that it shall not have access to the Valet Storage Centre other than as authorized by the Valet Storage Centre so that the Valet Storage Centre can preserve security and confidentiality to other customers of the Storage Centre.
13. HAZARDOUS ITEMS
Hazardous Substances. “Dangerous” means any material that is highly flammable, explosive, toxic, radioactive, medical waste, organic material which may attract vermin or insects, or otherwise dangerous or unsafe to store or handle without special precautions or which is regulated under any federal or provincial law or regulation relating to hazardous materials or that contains data that is illegal under any statute of Canada or of the province in which the Valet Storage Centre that has received such data is located. The Customer shall not deliver to Company any material considered Dangerous. In the event of the accidental or negligent transfer of Dangerous Items, the Customer agrees to immediately arrange to appropriately, safely and legally assume custody of such Dangerous materials at their expense and to indemnify the Company from any property damage or personal injury resulting from such transfer of Dangerous material.
Instructions. It is the Customer’s responsibility to provide the Company in advance with detailed, written information and instructions on any of its Articles that may be considered Dangerous whether or not they are regulated under the Transportation of Dangerous Items Act R.S.O. 1990, Chapter D.1 as amended from time, the Environmental Protection Act R.S.O. 1990, Chapter E.19, as amended from time to time to time or other applicable legislation.
Customer Warranty. The Customer warrants that the Items, the packaging and marking thereof and the Items:
i. comply in all respects with the provisions of any federal or provincial legislation or regulations governing the handling or storage of dangerous Items;
ii. are not a contaminant as defined pursuant to the Environmental Protection Act R.S.O. 1990, Chapter E.19, as amended from time to time;
iii. present no potential health, safety and/or environmental hazards associated with the storage and handling of its Items;
iv. are not Dangerous;
v. are free of Dangerous substances and any other hazardous or Dangerous conditions; and,
vi. are not negotiable instruments, jewelry, check stock or other items that have intrinsic value.
The Customer assumes all liability for costs incurred and/or damages resulting from Customer’s failure to comply with its warranty in the preceding section. The Customer shall indemnify, defend and hold the Company (including its officers, directors, parent and affiliated companies, employees, servants and agents) harmless from and against any loss, liability, damage, penalty, demand, expense, claim of whatever type or nature by or on behalf of any person, including but not limited to damage or destruction of property or injury (including death) to any person, arising out of the Items being stored at the Valet Storage Centre or tendered for transportation or handled by third parties retained by the Company.
Removal. Any Dangerous Items not removed from Valet Storage Centre immediately may be destroyed, dumped, sold or otherwise disposed of as the Valet Storage Centre reasonably sees fit, the whole at the risk and expense of the Customer and without liability on the part of the Company.
Severability. If any provision of the Contract, Terms and Conditions or Receipt, or any application thereof, should be construed or held to be void, invalid or unenforceable, by order, decree or judgment of a court of competent jurisdiction the remaining provisions of this Receipt shall not be affected thereby but shall remain in full force and effect.
Non-Waiver. The Company’s or Valet Storage Centre’s failure to require strict compliance with any provision of the Contract, Terms and Conditions or Receipt shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provisions of the Contract, Terms and Conditions or Receipt.
Successors. The provisions of this Receipt shall be binding upon the Customer’s heirs, executors, successors and assigns and cannot be modified except in writing signed by Company.
Jurisdiction. The Parties agree that these Terms and Conditions shall be governed by the laws of the Province of Ontario and such federal laws as are applicable therein. By accepting the services provided under these Terms and Conditions, the Customer irrevocably attorns to the exclusive jurisdiction of the Courts the Province of Ontario.
Electronic. Contract, Terms and Conditions or other documents, including this Receipt, may be issued either in physical or electronic form at the option of the Parties. Where provincial law permits, the Contract, Terms and Conditions or other documents, including this Receipt may be signed in paper form, by facsimile signature or by electronic signature in accordance with applicable provincial law such as the Electronic Commerce Act, 2000 (Ontario). Electronic signature includes delivery by e-mail scanned to Adobe Portable Document Format (PDF)
Currency. Unless specified otherwise, all statements of or references to dollar amounts in these Terms and Conditions are to lawful money of Canada.
Force Majeure. Neither Valet Storage Centre nor Customer shall be liable to the other for failure to perform its obligations under this Contract if prevented from doing so because of an act of God, strikes, fire, flood, war, civil disturbance, interference by civil or military authority or other causes beyond the reasonable control of the party, including damage to or destruction of the Facilities in whole or in part. Upon the occurrence of such an event, the party seeking to rely on this provision shall promptly give written notice to the other party of the nature and consequences of the cause. If the cause is one which nevertheless requires the Valet Storage Centre to continue to protect the Items, the Customer agrees to pay the charges provided for herein plus all additional costs incurred by The Valet Storage Centre to protect the Items. The provisions of this Section shall not under any circumstances operate to excuse the Customer from prompt payment of rates and charges payable under this Contract.
Number, Gender, Effect of Headings. Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders, and words importing persons shall include firms and corporations and vice versa. The division of this Contract into Articles and Sections and the insertion of headings are for convenience of reference only, and shall not affect the construction or interpretation of this Contract.
Entire Agreement. There are no covenants, representations, warranties, agreements or other conditions expressed or implied, collateral or otherwise, forming part of or in any way affecting or relating to this Contract, save as expressly set out or incorporated by reference herein and this Contract constitutes the entire agreement duly executed by the parties, and no amendment, variation or change to this Contract shall be binding unless the same shall be in writing and signed by the parties. Any changes in Services or Facilities or Term or any other detail in the Contract and Schedules shall not affect any other provision of the Contract or Schedules unless specifically amended in writing.
Modification. Any amendment or modification to this Contract shall be effective only if in writing and signed by each party hereto.
Guardian. The performance of services shall not cause Company to be a “custodian” of any Items or “designee” of Customer with respect to any Items.