The Box Company // Fine Art Services TERMS AND CONDITIONS Effective Date: January 1, 2025
Definitions: “The Box Company”: means Tiny Industries LLC dba The Box Company, together with its affiliates, subsidiaries, agents, independent contractors, the owners of the facilities at which services and/or storage of Goods are provided, and their respective employees. The Box Company is a “warehouseman” solely when The Box Company is providing custodial storage of a Clients’s Goods. The Box Company is a “motor carrier” solely when it is directly transporting Goods by land. In all other instances and when the Goods are not in care, custody and control of The Box Company, The Box Company is acting as the agent of the Client. “Client”: means the consignor, shipper, consignee, merchant, person entitled to delivery of the Goods, receiver of the Goods, owner of the Goods and its/their employees, principals and agents who retain The Box Company to perform transportation, storage and other services with respect to the Goods, subject to the limitations, exclusions, rules and conditions set forth herein. “Goods” means articles of every kind and description, including their packaging, containers or other shipping units or materials, tendered to The Box Company for transportation and storage related services. “Services”: refers to services provided by The Box Company including, but not limited to, art handling, installations, packaging, crating, storage, and transportation.
1. Scope of Service: The Box Company offers a range of fine art services, including but not limited to installation, art handling, transportation, storage, packing, and other related services ("Services"). The specific details of the Services, including timelines, fees, and any special requirements, will be outlined in individual service agreements, estimates, or Bills of Lading (BOL), which will be provided prior to the commencement of services.
2. Estimates and Pricing: Estimates: All estimates provided by The Box Company are based on the information available at the time of preparation and are subject to change. The final charges may vary depending on actual services rendered or unforeseen circumstances that affect the scope of the work. Payment: The Client agrees to pay for the Services as specified in the estimate, service agreement or invoice. A deposit may be required before the commencement of certain services, and final payment is due within 14 days of service, upon completion unless otherwise agreed. Late Payments: Any overdue balances will be subject to a late fee of 1% of the past due payment amount per month. Bills of Lading and Warehouse Receipts: Only duly authorized The Box Company employees and contractors may alter the faces of any bills of lading or warehouse receipts. Any estimates for charges for Services on any bills of lading or warehouse receipts are not binding on The Box Company, but are based upon the information provided to The Box Company by Client and are subject to change based upon determination of actual conditions and circumstances.
3. Limitation of Liability: The Box Company will take reasonable care when providing services but is not responsible for any loss, damage, or theft of artwork or property unless it is due to our gross negligence or intentional wrongdoing. We are not responsible for indirect, special, or punitive damages, such as loss of profit, market value, or emotional distress, even if we were aware that such damages could occur. The Box Company may inspect goods and add extra packing at the client's expense if needed. We are not required to transport goods by a specific method or schedule, but we will act with reasonable speed unless otherwise agreed. The client is responsible for freight and related charges. The client agrees to indemnify and hold The Box Company harmless for any third-party claims related to loss or damage to goods, persons, or property, including legal fees. The client also accepts the risk of goods being stolen or hijacked. If The Box Company physically handles or transports the goods, it is subject to these liability limitations.
Force Majeure: The Box Company is not responsible for loss, damage, or delay caused by uncontrollable events, such as natural disasters (hurricanes, floods, earthquakes, etc.), fires, explosions, disease, or epidemics, acts of war, terrorism, or civil unrest, strikes, labor disruptions, or government actions, mechanical breakdowns, material shortages, or impassable roads. Additionally, The Box Company is not liable for loss or damage after delivery, installation, or departure from the installation site, items that are improperly packed, mislabeled, or already damaged (e.g., cracked glass or ceramics), goods with inherent flaws, defects, or poor craftsmanship, items in poor condition or previously repaired, uncured or improperly dried art or furniture, mirrors, glass, marble, or stone, ordinary wear, tear, or climate-related deterioration, and losses from third-party packing or unpacking. The Box Company is not responsible for any of the above damages, and any goods with these issues are not covered. Furthermore, The Box Company will not transport illegal goods (e.g., contraband, firearms, explosives, hazardous materials, etc.). If such goods are handled, the customer is responsible for all related costs and liabilities, including fines, legal fees, and potential damage to The Box Company’s equipment or employees.
Lien on Property: The Box Company has a right to hold a lien on any goods in its possession, control, or transit for any unpaid charges related to shipping, storage, installation, or transportation. If payment is not made within 30 days after a demand is made, The Box Company can take legal action, including selling the goods at public or private auction to cover the amount owed, following any legal notice requirements.
4. Client Responsibilities: Accurate Information: The Client agrees to provide accurate and complete information regarding the artwork, including dimensions, value, fragility, and any special handling or storage requirements. Any failure to disclose critical information may result in additional charges or liability for the Client. Site Access and Preparation: The Client must ensure that the location for installation or storage is accessible and ready for the work to proceed. The Box Company is not responsible for delays, damages, or additional costs arising from inadequate site preparation or restricted access.
Ownership and Legal Authority: The Client warrants that they have legal ownership of the artwork or have been authorized to arrange for the Services, and that the artwork is free from any encumbrances, liens, or legal disputes. Agreement to Terms: By tendering Goods to The Box Company, Client agrees that it has read and fully understands these Terms and Conditions, confirms that The Box Company is not responsible to clarify to Client any of these Terms and Conditions, and that these Terms and Conditions govern all respects the Services rendered, including the limits on The Box Company’s liability and release of responsibility of The Box Company for loss or damage to the Goods. The Box Company reserves the right to modify these Terms and Conditions at any time. INSURANCE: Customer acknowledges that The Box Company does not provide, and is not responsible to maintain any insurance with respect to Client’s Goods. The Client is responsible for ensuring that their artwork is adequately insured during transportation, installation, storage, or any other service provided by The Box Company. Client’s Insurance and Waiver of Subrogation: Client is solely responsible for arranging and maintaining insurance coverage for the Goods at Client’s own expense for all risk of loss or damage. Client hereby waives any and all right of recovery against The Box Company for loss and or damage to Goods, persons and property during the course of The Box Company’s performance of Services.
Goods Tendered to The Box Company: Client must physically inspect all Goods tendered to The Box Company. Client’s Goods are accepted by The Box Company in apparent good order and condition. By tender of the Goods to The Box Company, Client represents that Customer is storing only Goods that Client has the legal right to store and acknowledges that The Box Company is relying on Client’s representations. Client acknowledges that the Goods will not be inspected by The Box Company for any purpose whatsoever, and Customer waives any claim that the condition of the Goods has changed or the Goods have been damaged while in The Box Company’s possession. Client understands that The Box Company does not employ fine art conservators and that The Box Company’s art handlers may, during the normal course of business, issue a condition report for the purposes of noting damages visible to the naked and untrained eye, which condition report is made without prejudice and is not binding on The Box Company. Client warrants that Goods provided to The Box Company “packed by shipper” for the purpose of tender to The Box Company have been packed, packaged, protected and labeled to ensure safe handling. The Box Company shall not be liable for loss or damage to Goods received packed by shipper. Client acknowledges that The Box Company shall be entitled to rely on the description of the Goods provided by Client to The Box Company and that acceptance of the care, custody or control of the Goods by The Box Company is not an acknowledgement or confirmation by The Box Company of the accuracy of such description, and that The Box Company is entitled to rely upon such description and to use such description in The Box Company’s business records, including inventory and other reports, service requests and shipping documentation without any liability to Client or any third party with respect thereto. Client understands and agrees that that The Box Company is relying upon Client’s representation with respect to the identity, nature and condition of the Goods, and agrees to indemnify, defend and hold harmless The Box Company from and against all claims, liabilities, demands, costs and expenses of every nature and description (including attorney’s fees and disbursements and court costs) incurred by or asserted against The Box Company if this representation is untrue in any respect.
5. Transportation and Storage: Transportation: The Box Company will use the appropriate methods and materials for the safe transportation of artwork. However, transportation involves inherent risks, and the Client understands that while we take all necessary precautions, some risks cannot be completely eliminated. This includes but is not limited to cracking, chipping, denting, and puncturing.
Storage: 1. Storage Conditions: The Box Company offers both temporary and long-term storage options for fine art. The Client must ensure the artwork is properly insured while in storage. 2. Storage Fees: Storage fees will apply as per the duration of storage and the space required, and will be specified in the service agreement or invoice. 3. Duration of Storage: If storage extends beyond the agreed-upon period, additional fees may apply, and the Client will be notified accordingly. Transportation Substitution of Mode or Equipment: Client authorizes The Box Company to choose a carrier or other company to transport shipment, and The Box Company’s obligation is limited to delivery of Goods to any such company. Transportation of the Goods is subject to availability of equipment and the space therein. When acting as a carrier, The Box Company has the right in its sole discretion to choose the means, route and procedure to be followed in the transportation and delivery of the Goods. No Warranties: Neither The Box Company nor any of The Box Company’s agents or employees makes any warranties, express or implied with respect to any Services or as to the suitability or fitness for a particular use or purpose of any Facility or part thereof, unless expressly so stated and agreed by The Box Company in a writing signed by a duly authorized representative of The Box Company. The Box Company shall have the right at any time, without the same constituting an eviction and without incurring liability to Customer therefor, to change the arrangement and/or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets, or other public parts of the Facility.
Access and Security: Access by Client and each person authorized by Client to have access to the any storage facility operated by The Box Company (a “Facility”) shall be conditioned in any reasonable manner deemed necessary by The Box Company in order to maintain the security, safety, care, cleanliness of the Facility and for the preservation of good order and operations at the Facility, including having a representative of The Box Company accompany Client and each person authorized by Customer to have access to the Facility at any time while in the Facility. Client may not work or be anywhere within the Facility unless accompanied by employees of The Box Company or those of its designee. The Box Company shall designate an art-handler to assist Customer at Customers cost and expense. The Box Company has rules and regulations regarding which The Box Company may change from time to time. It is the responsibility of Client that it and any person authorized by Client to access the Facility be fully familiar and comply in all respects with such rules and regulations. Any person authorized by Client to access the Facility or any part thereof is an agent of Client and shall not have any legal, equitable or possessory rights in the Premises. Client shall be responsible for the conduct of any person authorized by Client to access the Facility or any part thereof while at the Facility. The Box Company shall have the right to deny Client and any person authorized by Client access to the Facility if any charges, expenses or advances due The Box Client remain unpaid for fourteen (14) days after the due date thereof. Smoking or the consumption of food or beverages is prohibited at all times in the Facility.
6. Changes and Cancellations: Any changes to the scope of the Services must be made in writing and agreed upon by both parties. Changes may result in additional fees or adjustments to the timeline.
Cancellations: 1. By Client: If Client submits a Service Request which is subsequently cancelled on less than two (2) business days notice, Client shall pay all Charges incurred by The Box Company in preparation for the Services and a cancellation fee of fifty percent (50%) of estimated charges. Additionally, if Client cancels a Service Request on less than one (1) business day notice, Client shall pay a cancellation fee of one hundred percent (100%) of estimated charges. If Client submits a same-day Service Request or submits a Service Request after three (3) pm EST for service the next business day, Customer will be subject to a rush fee of an additional fifty percent (50%) of total charges. The Box Company reserves the right to modify and update this policy. 2. By The Box Company: We reserve the right to cancel or reschedule services due to unforeseen circumstances or other factors beyond our control. In such cases, we will make reasonable efforts to notify the Client and, where possible, reschedule services.
Delivery Requirements; Non-Delivery and Storage; Services: No Goods shall be delivered or transferred, except upon receipt by The Box Company of complete instructions from Client. A reasonable time shall be given to The Box Company to carry out such instructions. If The Box Company is unable to carry out such instructions due to any reason beyond The Box Company’s control, or because of loss or destruction of the Goods, including, without limitation, due to Uncontrollable Events, The Box Company shall not be liable for failure to carry out such instructions and the Goods remaining in storage shall continue to be subject to regular storage charges. If Client refuses any Goods tendered to Client for delivery, or if The Box Company is unable to deliver the Goods to Client or to the destination designated by Client for any reason whatsoever, or if the Goods are required to be placed in storage during transit, or the Goods are placed into storage at Client’s direction for any reason whatsoever, The Box Company’s liability shall then become that of a warehouseman. Storage charges, based on The Box Company’s rates or the rates of the operator of a storage facility where the Goods may be stored shall start on the business day after storage commences. Storage may be, at The Box Company’s option, in any location that provides reasonable protection against loss or damage. Such storage shall be at Client’s expense and without liability to The Box Company.
Right of Rejection: The Box Company reserves the right to reject Goods when accepting such Goods would likely result in delay or damage to other shipments, equipment or personnel, the Goods are prohibited by law or the shipment or storage of such of Goods would violate these Terms and Conditions or the terms of any agreement between Customer and The Box Company. This right of rejection shall apply to any tender of Goods to The Box Company even if a previous tender of similar Goods under similar or dissimilar circumstances was accepted by The Box Company.
7. Indemnification: Client shall indemnify The Box Company for all claims, fines, penalties, damages, costs or other sums which may be incurred by The Box Company for any reason, including, but not limited to, any violation of by Client of these Terms and Conditions or the terms of any agreement between Client and The Box Company, and for, damage to, theft of, demurrage on and detention charges to equipment procured by The Box Company for Client in connection with any Services performed for Client.
8. Governing Law and Dispute Resolution: The Client is responsible for understanding and following all laws and regulations related to the Goods, including those for marking, licensing, transporting, exporting, and importing. The Client must indemnify The Box Company for any actions, fines, or penalties resulting from their failure to comply with these laws.
This Agreement is governed by Texas state law. Any disputes will be settled through binding arbitration in Dallas County, Texas, under the American Arbitration Association (AAA) rules. The winning party in a dispute can recover reasonable legal fees and costs. Entire Agreement: This Agreement, along with any specific service agreements, estimates, invoices, or Bills of Lading (BOLs) from The Box Company, represents the full understanding between the parties. Any prior or simultaneous agreements, whether written or verbal, are replaced by this Agreement.
No Waiver or Severability: A waiver of any provision in this Agreement does not waive any other provision. If any part of this Agreement is found to be invalid or unenforceable, the rest of the Agreement remains valid.
Savings Clause: If any part of these Terms and Conditions is invalid or unenforceable, the rest of the Terms remain in effect. Any invalid part will be interpreted or reformed by a court to best reflect the intent of the parties.
Construction of Terms and Venue: These Terms are governed by Texas law. In case of a dispute, the parties agree to resolve it in Texas courts, specifically in Dallas County or the U.S. District Court in the Northern District of Texas, unless otherwise agreed in writing.
By engaging The Box Company for Services, Client acknowledges that they have read, understood, and agree to the terms and conditions outlined in this Agreement.