Last Revised: Apr 9, 2025
IMPORTANT - PLEASE READ CAREFULLY.These Customer Terms and Conditions (the "Customer Terms") form a legally binding agreement between OLIMP Corp., a corporation (together with its Affiliates, "OLIMP," "we," "us," or "our") and each person or entity that accesses or uses the OLIMP Warehousing digital brokerage platform at https://olimpwarehousing.com/ (the "Platform") to reserve or purchase warehousing, transportation, or related services (each, a "Customer," "you," or "your").
BY ACCESSING OR USING THE PLATFORM, OR BY CLICKING "I ACCEPT," YOU AGREE TO BE BOUND BY THESE CUSTOMER TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM.
1. Definitions
1.1 "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person. For purposes of this definition, "Control" (including its correlative meanings, "Controlled by" and "under common Control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by contract or otherwise.
1.2 "Goods" means any tangible personal property tendered by or on behalf of Customer for receipt, storage, handling, transportation or any other Service via the Platform.
1.3 "Quote" means the rate confirmation, pricing schedule or cost estimate generated by the Platform for a particular order, together with any Cost Adjustment for such order that has been approved by OLIMP.
1.4 "Services" means, collectively, the warehousing, handling, transportation and other services identified in Annex A, as such Annex may be amended from time to time in accordance with these Customer Terms.
1.5 "Warehouse Operator" means any third-party owner or operator of a warehouse facility that lists available capacity on the Platform and has agreed to provide Services to Customers through the Platform.
2. Scope of Services
2.1 Description of Services. The Platform is a neutral technology marketplace that enables Customers to connect with Warehouse Operators for the provision of Services. OLIMP acts solely as an online intermediary and does not act as a carrier, bailee, warehouseman or other custodian, and at no time takes title to or possession of the Goods.
2.2 Limited License to Use the Platform. Subject to Customer's continuing compliance with these Customer Terms, OLIMP grants Customer a personal, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Platform solely for the purpose of requesting, booking, and managing Services.
2.3 Platform Integrity Covenants. Customer shall not, and shall not permit any Affiliate or third party to:
(a) circumvent the Platform or otherwise seek to contract, directly or indirectly, with any Warehouse Operator identified through the Platform for services that are the same as or similar to the Services, except through the Platform. Any off-Platform arrangement with a Warehouse Operator constitutes a material breach, subject to immediate termination of Platform access and any other remedies available to OLIMP at law or in equity;
(b) copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms or underlying ideas of the Platform;
(c) access or use the Platform or any Services in a manner that violates any applicable law, regulation or third-party right, or that could damage, disable, overburden or impair the functioning of the Platform.
A material breach of any covenant in this Section 2.3 constitutes a material breach of these Customer Terms and may result in immediate suspension or termination of Customer's Platform access, in addition to any other remedies available to OLIMP at law or in equity.
3. Orders; Quotes; Changes
3.1 Placement and Acceptance of Orders. All requests for Services must be submitted through the Platform (each, an "Order"). An Order becomes binding on the Customer and the applicable Warehouse Operator when the Warehouse Operator accepts the Order through the Platform, at which time the corresponding Quote is incorporated into these Customer Terms and is enforceable.
3.2 Cost Adjustments. If any Goods or services tendered under an Order differ in quantity, dimensions, weight, or service requirements from the information provided by Customer in the Order, the Warehouse Operator may submit through the Platform a proposed adjustment to the Quote (a "Cost Adjustment"). A Cost Adjustment is effective only when and to the extent that it is approved in writing by OLIMP and Customer (including via electronic means through the Platform).
3.3 Extended Storage and Additional Services. Any extension of the agreed storage term or request for ancillary, specialized, or other services not included in the original Order (collectively, "Additional Services") requires an amended Quote generated and accepted through the Platform. Customer shall not procure any Additional Services, or any extension of Services, outside of the Platform, and any off-Platform arrangement with a Warehouse Operator constitutes a material breach of these Customer Terms.
4. Shipping and Consignee Matters
4.1 Consignee Designation. Customer shall be named as consignee (and, if applicable, "notify party") on all bills of lading, air waybills and any other shipping or export documents covering the Goods. Neither OLIMP nor any Warehouse Operator shall be named as consignee or assume any consignee obligations with respect to the Goods.
4.2 Indemnity for Transportation Charges. Customer shall defend, indemnify and hold harmless OLIMP from and against any and all claims, liabilities, fines, penalties, costs or expenses (including reasonable attorneys' fees) asserted by any carrier, port, terminal operator, customs authority or other third party arising out of or relating to unpaid freight, demurrage, detention, port storage or other transportation-related charges with respect to the Goods.
4.3 Non-Compliance Remedy. If Customer fails to comply with Section 4.1 or with any applicable shipping, export or import requirements, OLIMP may, in its sole discretion, cancel the affected Order, instruct the Warehouse Operator to refuse, hold or return the Goods, or take any other action reasonably necessary to protect OLIMP or the Warehouse Operator, in each case without liability to OLIMP. Customer shall be responsible for all resulting costs and expenses.
5. Tender and Receipt of Goods
5.1 Packaging, Labeling and Documentation. Customer is solely responsible, at its cost, for (a) properly packing, crating, labeling and marking the Goods for safe handling and storage, (b) providing a complete and accurate manifest for each shipment of Goods, including counts, weights, dimensions, commodity descriptions and any special handling, hazardous-materials, temperature-controlled or other instructions, and (c) providing any documentation required under applicable law (including customs or hazardous-materials regulations). OLIMP and the Warehouse Operator are entitled to rely conclusively on the information provided by Customer and have no obligation to verify or correct such information.
5.2 Inspection; Right of Refusal. Upon tender and at any time during storage, the Warehouse Operator may, but is not obligated to, inspect the Goods to confirm compliance with Section 5.1 and applicable law. The Warehouse Operator may refuse to accept, may quarantine, or may require removal of, any Goods that (a) are improperly packaged, labeled or documented, (b) present a risk to health, safety, property or the environment, or (c) otherwise do not comply with these Customer Terms or applicable law. OLIMP shall have no liability for any loss, damage, delay or expense arising from any such refusal, quarantine or removal, and Customer shall bear all costs associated therewith.
6. Storage; Release; Abandonment
6.1 Storage Charges. Storage, handling, and other fees accrue in accordance with the applicable Quote from the date the Goods are made available to the Warehouse Operator until the date they are physically removed from the facility, notwithstanding any earlier transfer of risk or title. Customer remains liable for all charges even if Goods are abandoned or title is transferred.
6.2 Release Procedure. Customer shall submit a written release request through the Platform not less than forty-eight (48) hours prior to the requested pickup time, or such longer or shorter period as specified in the Quote or as agreed in writing by the Warehouse Operator through the Platform. Customer is responsible for arranging and paying for all transportation, equipment, drayage, and other services required to remove the Goods from the Warehouse Operator's facility.
6.3 Abandonment. If any Goods remain in storage beyond the period permitted under applicable law after the earlier of (a) expiration of the storage term stated in the Quote or (b) termination of the applicable Order, the Warehouse Operator may, at its sole option and in compliance with applicable law, including any required notice to Customer: (i) continue to store the Goods at the Warehouse Operator's then-current rates (which may exceed the rates in the Quote), or (ii) sell, dispose of, or otherwise deal with the Goods in accordance with applicable law. All costs, expenses, and liabilities arising from such continued storage, sale, or disposal (including reasonable attorneys' fees) shall be for Customer's sole account and risk, and OLIMP shall have no liability whatsoever.
7. Fees and Payment
7.1 Payment Method and Authorization. Customer shall provide a valid credit card, ACH, or other payment method approved by OLIMP (the "Payment Method") for each transaction with sufficient credit or funds to satisfy all amounts due for that transaction. By providing the Payment Method, Customer authorizes OLIMP to charge all fees, charges, interest, taxes, and other amounts due under these Customer Terms when due. OLIMP may suspend or cancel any Order if any charge is declined or reversed.
7.2 Invoicing; Payment Terms. Unless otherwise agreed in writing between OLIMP and Customer or set forth in the applicable Quote, payment for all orders is due at the time of service. OLIMP will issue invoices at the time of service or as otherwise agreed, and Customer shall pay each invoice in full when due. Any undisputed amount not paid when due will bear interest from the due date until paid at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Customer shall reimburse OLIMP for all costs of collection (including reasonable attorneys' fees).
7.3 Supporting Documentation. OLIMP shall cooperate with reasonable billing-support requirements and shall ensure that Warehouse Operators timely provide Customer with signed delivery receipts, weight tickets, photographs, or other backup documentation as specified in Annex A or otherwise reasonably requested by Customer to substantiate charges.
7.4 Taxes. All fees and charges are exclusive of, and Customer shall pay, all sales, use, value-added, goods and services, and similar taxes, duties, or levies imposed by any governmental authority on amounts payable under these Customer Terms, other than taxes based on OLIMP's net income.
8. Representations, Warranties, and Covenants of Customer
Customer represents, warrants, and covenants on a continuing basis that:
(a) Organization and Authority. Customer is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power and authority to enter into these Customer Terms and to perform its obligations hereunder.
(b) Compliance with Law. Customer's performance hereunder, the Goods, and all related activities comply with all applicable laws, rules, and regulations, including export-control, customs, hazardous-materials, environmental, and sanctions laws.
(c) Title and Rights. Customer is the owner of, or otherwise has lawful right and authority to tender, the Goods for the Services.
(d) Permits and Licenses. Customer possesses, and will maintain during the term of each Order, all licenses, permits, consents, and approvals required for the tender, storage, handling, transport, and any other contemplated disposition of the Goods.
(e) Insurance. Customer maintains, and will maintain throughout the term of these Customer Terms, the insurance coverages required by Section 9 (Insurance) in the minimum amounts specified therein, and will furnish certificates of insurance upon request.
(f) Accuracy of Information. All information, descriptions, and data supplied by Customer with respect to the Goods (including counts, weights, dimensions, condition, and hazardous-materials classifications) are and will remain true, complete, and correct in all respects.
(g) Freedom from Liens. The Goods are, and will remain, free and clear of all liens, security interests, and other encumbrances, except for liens arising by operation of law in favor of Warehouse Operators or carriers for unpaid charges.
(h) Hazardous Materials. Customer has fully disclosed in writing any hazardous or regulated characteristics of the Goods, and such Goods will be tendered, packaged, labeled, documented, and handled in full compliance with all applicable hazardous-materials, environmental, and transport regulations, and only if the Warehouse Operator has agreed in writing to accept such Goods.
9. Insurance
9.1 Required Policies. Throughout the Term and for twelve (12) months thereafter, Customer shall procure and maintain, at its sole cost and expense, the following insurance, on an occurrence basis and without interruption:
(a) All-Risk Property Insurance (a/k/a "special form"), covering physical loss of or damage to the Goods on a replacement-cost basis, including theft, fire, flood, windstorm, earthquake, and other perils ordinarily insured against in the warehousing and logistics industry, for not less than one hundred percent (100%) of the Goods' full replacement value; and
(b) Cargo/Transit Insurance on a warehouse-to-warehouse basis (including inland transit and drayage) with limits no less than the replacement value of the Goods in any single conveyance.
9.2 Additional Insureds and Loss Payees. Each policy must (i) name OLIMP Corp., its parent, subsidiaries, and Affiliates, together with the applicable Warehouse Operator, as additional insureds (liability) and as loss payees (property); and (ii) be primary and non-contributory with any insurance maintained by the OLIMP Parties.
9.3 Carrier and Policy Standards. Insurance shall be written by insurers licensed or authorized to do business in the jurisdiction where Services are performed and rated at least A-, Financial Size Category VIII or higher by A.M. Best (or equivalent rating by S&P or Moody's).
9.4 Evidence of Coverage. Upon request, Customer shall furnish certificates of insurance and endorsements evidencing compliance with this Section 9 and providing for at least thirty (30) days' prior written notice to OLIMP of cancellation, non-renewal, or material change.
9.5 No Limitation. The insurance requirements in this Section are independent of, and shall not limit, Customer's indemnification or other obligations under these Customer Terms or at law.
10. Indemnification
10.1 Customer Indemnity. Customer shall defend (using counsel reasonably acceptable to OLIMP), indemnify, and hold harmless OLIMP, its Affiliates, their respective directors, officers, employees, agents, successors, and assigns, together with each relevant Warehouse Operator (collectively, the "OLIMP Indemnitees"), from and against any and all claims, demands, suits, causes of action, damages, fines, penalties, judgments, settlements, losses, liabilities, costs, and expenses, including reasonable attorneys' fees and court costs (collectively, "Claims") arising out of or relating to:
(a) Breach of these Customer Terms. Any Quote, or applicable law or regulation by Customer, its employees, agents, or contractors;
(b) Injury or Damage. Bodily injury (including death) to any person or loss of or damage to any property, to the extent caused by or related to the nature, condition, packaging, loading, unloading, handling, storage, transportation, or disposal of the Goods; or
(c) Unpaid Charges. Non-payment of freight, demurrage, detention, duties, taxes, customs penalties, or other charges attributable to the Goods.
10.2 Indemnification Procedure. OLIMP shall promptly notify Customer of any Claim brought by a third party or Warehouse Operator for which indemnification is sought under Section 10.1 (failure to give prompt notice not being a waiver except to the extent of actual prejudice). Customer shall assume control of the defense and settlement provided that (i) any settlement imposes no injunctive relief, admission of fault, or ongoing obligation on any OLIMP Indemnitee, and (ii) Customer obtains OLIMP's prior written consent (not to be unreasonably withheld) to any settlement that does not include a full and unconditional release of the OLIMP Indemnitees. OLIMP may participate in the defense with counsel of its own choosing at its own expense.
10.3 Survival. This Section 10 survives expiration or termination of these Customer Terms and the completion of any Services or delivery of Goods.
10.4 Waiver of Subrogation. Customer waives, and shall cause its insurers to waive, all rights of subrogation against the OLIMP Indemnitees with respect to Claims covered by insurance maintained pursuant to Section 9 or otherwise.
11. Disclaimer; Limitation of Liability
11.1 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THESE CUSTOMER TERMS, THE PLATFORM, THE SERVICES, AND ANY OUTPUT THEREFROM ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR QUIET ENJOYMENT. Without limiting the foregoing, OLIMP does not warrant that the Platform or Services will be uninterrupted, error-free, secure, or free of malicious code, or that the Goods will be free from loss, damage, or delay.
11.2 Aggregate Liability Cap. THE TOTAL, CUMULATIVE LIABILITY OF OLIMP AND ITS AFFILIATES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM, THE SERVICES, THESE CUSTOMER TERMS, OR ANY QUOTE SHALL NOT EXCEED, IN THE AGGREGATE, THE FEES ACTUALLY PAID BY CUSTOMER TO OLIMP FOR THE APPLICABLE ORDER DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.3 Exclusion of Consequential Damages. IN NO EVENT WILL OLIMP OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES (INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COSTS OF SUBSTITUTE SERVICES), REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
11.4 Claims Period; Waiver. ANY CLAIM ARISING OUT OF OR RELATING TO THE PLATFORM, THE SERVICES, OR THESE CUSTOMER TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES OR IT IS PERMANENTLY BARRED. The parties waive any statutory limitations period to the contrary to the maximum extent permitted by law.
11.5 Essential Basis. Customer acknowledges that the disclaimers, exclusions, and limitations in this Section 11 form an essential basis of the bargain and that OLIMP's pricing reflects this allocation of risk.
12. Data Privacy; Security
12.1 Privacy Policy Incorporated. OLIMP's Privacy Policy (as updated from time to time, the "Privacy Policy") is hereby incorporated by reference. By accessing or using the Platform or Services, Customer acknowledges that it has reviewed the Privacy Policy and consents to OLIMP's collection, processing, transfer, and retention of Personal Data (as defined therein) in accordance with its terms.
12.2 Customer Obligations. Customer represents and warrants that (a) it has obtained all rights, consents, and authorizations necessary to provide Personal Data to OLIMP for the purposes contemplated herein; and (b) its instructions to OLIMP with respect to Personal Data will at all times comply with applicable data-protection and privacy laws, including, where applicable, the California Consumer Privacy Act ("CCPA"), the EU/UK General Data Protection Regulation ("GDPR"), Singapore's PDPA, and Malaysia's PDPA.
12.3 Security Measures. OLIMP shall implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Personal Data against unauthorized access, use, or disclosure. Upon written request, OLIMP will provide Customer with a summary of its information-security program.
12.4 Cross-Border Transfers. Customer acknowledges that OLIMP may process and store Personal Data in the United States and other jurisdictions where OLIMP or its subprocessors maintain facilities. To the extent required by law, the parties shall execute appropriate data-transfer mechanisms (e.g., Standard Contractual Clauses) to legitimize such transfers.
12.5 Data Incidents. In the event of a confirmed unauthorized disclosure of unencrypted Personal Data in OLIMP's possession or control (a "Security Incident"), OLIMP will notify Customer without undue delay and provide reasonably requested cooperation to satisfy any data-breach notification obligations.
13. Confidentiality
13.1 Definition. "Confidential Information" means any non-public information disclosed by or on behalf of OLIMP, whether orally, visually, electronically, or in writing, including without limitation pricing (rates and surcharges), product roadmaps, financial data, business plans, technical specifications, customer lists, and trade secrets.
13.2 Obligations. Customer shall: (a) use Confidential Information solely to evaluate or receive the Services; (b) safeguard it with at least the same degree of care it uses to protect its own confidential information of like importance (but no less than a reasonable degree of care); and (c) not disclose it to any third party except to its employees, agents, and professional advisers who (i) have a need to know, and (ii) are bound by confidentiality obligations no less protective than those herein.
13.3 Permitted Disclosures. Customer may disclose Confidential Information to the extent required by Law or valid court order, provided that it (a) gives OLIMP prompt written notice (unless legally prohibited), (b) reasonably cooperates with OLIMP's efforts to seek protective relief, and (c) discloses only the portion legally required.
13.4 Return or Destruction. Upon the earlier of (i) OLIMP's written request or (ii) termination of these Customer Terms, Customer shall promptly return or, at OLIMP's option, destroy all Confidential Information (including all copies and derivations) and certify such destruction in writing, except as required to be retained by Law or bona-fide internal compliance policies.
13.5 Equitable Relief. Customer acknowledges that unauthorized use or disclosure of Confidential Information may cause OLIMP irreparable harm for which money damages are an inadequate remedy; therefore, OLIMP is entitled to seek injunctive relief (without posting bond) in addition to any other remedies available at Law or equity.
13.6 Survival. This Section 13 survives any expiration or termination of these Customer Terms for a period of five (5) years from the date of last disclosure (and indefinitely for trade secrets, so long as they remain trade secrets under applicable Law).
14. Term; Suspension; Termination
14.1 Term. These Customer Terms commence on the earlier of (a) Customer's first access to the Platform or (b) Customer's click-acceptance of these terms (the "Effective Date") and continue until terminated in accordance with this Section 14 (the "Term").
14.2 Suspension or Termination by OLIMP. OLIMP may, in its sole discretion and upon written notice (email sufficient), immediately (i) suspend all or part of the Services, or (ii) terminate these Customer Terms, if Customer:
(a) breaches any material provision of these Customer Terms or any Quote, including but not limited to circumventing the Platform or violating applicable Law, with no cure period for such material breaches;
(b) becomes or is deemed insolvent, makes a general assignment for the benefit of creditors, has a receiver appointed, or commences (or has commenced against it) any proceeding under bankruptcy, insolvency, or similar Laws; or
(c) engages in conduct that violates applicable Law or threatens the security, integrity, or reputation of the Platform or OLIMP.
14.3 Termination for Convenience by Customer. Customer may terminate these Customer Terms for convenience at any time upon thirty (30) days' prior written notice to OLIMP, provided that all outstanding Quotes are completed or cancelled in accordance with their terms and all amounts due are paid in full.
14.4 Effect of Termination. Upon any expiration or termination of these Customer Terms:
(a) all outstanding payment obligations and any amounts accrued through the effective date of termination become immediately due and payable;
(b) Customer shall, within five (5) Business Days, arrange for removal of all Goods from the applicable Warehouse Operator's facilities (failing which OLIMP or the Warehouse Operator may do so at Customer's risk and expense); and
(c) Sections that by their nature should survive (including, without limitation, Sections 2.3, 5, 6, 8 through 13, 15 through 18, and this Section 14.4) shall so survive.
14.5 No Liability for Termination. Except for obligations expressly stated herein, neither party shall be liable to the other for any damages of any kind solely as a result of terminating these Customer Terms in accordance with this Section 14.
15. Force Majeure
15.1 Definition. A "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party that prevents or materially delays performance, including but not limited to acts of God, natural disasters (flood, earthquake, hurricane, wildfire), epidemic or pandemic, governmental action or inaction, embargo, riot, civil or military unrest, terrorism, war, labor shortage, strike or lockout (other than a strike or lockout of the party's own workforce), utility or telecommunications outage, cyber-attack, or transportation network disruption.
15.2 Suspension of Performance. Neither OLIMP nor any Warehouse Operator (each, a "Service Provider") shall be liable for any failure or delay in the performance of its obligations under these Customer Terms to the extent directly caused by a Force Majeure Event, provided that the Service Provider: (a) gives Customer prompt written notice of the Force Majeure Event (email sufficient); (b) uses commercially reasonable efforts to mitigate the effects of, and resume performance following, the Force Majeure Event; and (c) keeps Customer reasonably informed of progress toward resumption of full performance.
15.3 Termination Right. If a Force Majeure Event continues for more than thirty (30) consecutive calendar days and materially prevents performance of the Services, either party may terminate the affected Quote(s) or, if performance of all Services is prevented, these Customer Terms upon five (5) Business Days' prior written notice without further liability, except for payment of amounts accrued prior to the effective date of termination.
15.4 Payment Obligations. Notwithstanding the foregoing, Customer remains responsible for payment of (a) all charges accrued for Services actually rendered and (b) any reasonable costs necessarily incurred by OLIMP or the Warehouse Operator to protect, store, or relocate the Goods during the Force Majeure Event.
16. Governing Law; Venue; Waiver of Jury Trial
16.1 Governing Law. These Customer Terms, and all disputes or claims arising out of or relating hereto, are governed by and construed in accordance with the internal laws of the State of Illinois, without giving effect to any choice-of-law or conflict-of-law provision that would require or permit the application of the laws of any other jurisdiction.
16.2 Exclusive Venue. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois (the "Chosen Courts") for any suit, action, or proceeding arising out of or relating to these Customer Terms or the Services. Each party waives, to the fullest extent permitted by Law, any objection to the laying of venue in the Chosen Courts and any claim that such courts constitute an inconvenient forum.
16.3 Injunctive Relief; Execution of Judgments. Nothing in this Section 16 limits either party's right to seek provisional or injunctive relief in the Chosen Courts (or, if necessary, in any court having jurisdiction) to prevent irreparable harm, or OLIMP's right to pursue enforcement of judgments or liens on the Goods in any competent jurisdiction.
16.4 Waiver of Jury Trial. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RELATING TO THESE CUSTOMER TERMS OR THE SERVICES.
17. Amendments
17.1 Right to Amend. OLIMP may revise, update, or otherwise amend these Customer Terms (including any Annexes) from time to time in its sole discretion (each, an "Amendment").
17.2 Notice of Amendment. OLIMP will provide notice of any Amendment by: (a) posting the revised Customer Terms on the Platform; (b) sending an email to the primary email address associated with Customer's account; or (c) any other method reasonably calculated to provide notice.
17.3 Effective Date. Unless a shorter period is required by applicable Law, each Amendment becomes effective thirty (30) calendar days after the date OLIMP provides notice under Section 17.2 (the "Amendment Effective Date"). Amendments required by Law or that do not materially affect Customer's rights or obligations (e.g., typographical corrections) may become effective immediately.
17.4 Deemed Acceptance; Objection. Continued access to or use of the Platform or Services on or after the Amendment Effective Date constitutes Customer's acceptance of the Amendment. If Customer objects to a material Amendment, Customer's sole remedy is to terminate these Customer Terms for convenience under Section 14.3 before the Amendment Effective Date.
17.5 No Retroactive Effect. Amendments will not apply retroactively to Orders or Services completed prior to the Amendment Effective Date unless expressly stated by OLIMP or required by Law.
18. Miscellaneous
18.1 Entire Agreement; Order of Precedence. These Customer Terms (including Annex A and any Quotes) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, proposals, negotiations, representations, and agreements, whether written or oral. In the event of a conflict between these Customer Terms and a Quote, the Quote controls solely with respect to the Services described therein.
18.2 Severability. If any provision of these Customer Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions remain in full force and effect, and the invalid provision is deemed modified to the minimum extent necessary to render it valid and enforceable while preserving the parties' original intent.
18.3 Waiver. No failure or delay by either party in exercising any right, power, or privilege under these Customer Terms operates as a waiver thereof, nor does any single or partial exercise preclude any other or further exercise of the same or any other right, power, or privilege. Any waiver must be in writing and signed by an authorized representative of the waiving party.
18.4 Assignment. Customer may not assign, delegate, or otherwise transfer (whether by operation of law, merger, change of control, or otherwise) these Customer Terms or any rights or obligations hereunder without OLIMP's prior written consent, which may be withheld in OLIMP's sole discretion. OLIMP may freely assign or transfer these Customer Terms (in whole or in part) to any Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without notice or consent. Any attempted assignment in violation of this Section 18.4 is null and void. Subject to the foregoing, these Customer Terms bind and benefit the parties and their respective successors and permitted assigns.
18.5 Independent Contractors. The relationship of the parties is that of independent contractors. Nothing in these Customer Terms creates any partnership, joint venture, fiduciary, employment, or agency relationship between the parties, and neither party has authority to bind the other.
18.6 Notices. Except as expressly provided otherwise in these Customer Terms, all notices, consents, and approvals under these Customer Terms must be in writing and will be deemed given: (a) when delivered in person; (b) when delivered by a nationally recognized overnight courier (with confirmation of delivery); (c) three (3) Business Days after being sent by certified or registered U.S. mail, return receipt requested, postage prepaid; or (d) when sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours. Notices to OLIMP must be sent to:
OLIMP Corp.
750 W. Lake Cook Rd., Suite 350
Buffalo Grove, IL 60089 USA
Attn: ______________
Email: _________________
Notices to Customer will be sent to the postal or email address on file in Customer's account. Either party may update its notice address by written notice to the other party in accordance with this Section 18.6.
18.7 Attorneys' Fees. In any litigation or other action to enforce these Customer Terms or any Quote, the prevailing party is entitled to recover its reasonable attorneys' fees, court costs, and other expenses incurred.
18.8 Headings; Interpretation. Headings are for convenience only and will not affect interpretation. The words "including," "includes," and "include" mean "including (or includes/include) without limitation." Any reference to "days" means calendar days unless expressly stated as "Business Days."
18.9 Counterparts; Electronic Signatures. These Customer Terms (and any amendment or other document relating hereto) may be executed in counterparts (including by electronic signature or click-acceptance), each of which is deemed an original, and all of which together constitute one and the same instrument. Electronic signatures and records are deemed to satisfy all "writing" requirements under applicable Law.
19. Notifications
19.1 Email. Email is the primary communication method for Platform updates and order-related notices. Customer is opted in upon order creation.
19.2 Chat. Platform chat is optional, recorded as part of order history, and does not constitute a written agreement for rates or adjustments unless expressly approved by OLIMP in writing.
19.3 Marketing. Marketing notifications are opted in by default but may be unsubscribed via a link in the notification or through the Platform portal at https://olimpwarehousing.com/.
Annex A - Service Definitions & Billing Requirements
| Ref | Service | Core Definition | Minimum Billing Documentation1 |
|---|---|---|---|
| A-1 | Cross-Dock | Temporary storage and cross-docking of Goods for up to twenty-four (24) hours. | Inbound and Outbound Bills of Lading ("BOLs"). |
| A-2 | Storage > 24 hrs | Standard pallet- or carton-level warehousing for periods exceeding twenty-four (24) hours. | BOLs and/or verified product-count sheets. |
| A-3 | Transloading | Direct transfer of Goods between an ocean/rail Container and an over-the-road Trailer. | Inbound paperwork, BOL, and load photograph. |
| A-4 | Rework / Restack | Re-palletization or other reconfiguration of Goods. | Before-and-after photographs (warehouse liability ceases upon Customer acceptance). |
| A-5 | Final-Mile / Local Delivery | Motor-carrier delivery of Goods within a seventy-five-mile (75 mi) radius. | Signed BOL or delivery receipt. |
| A-6 | Drayage | Drayage services to or from a seaport or rail ramp. | Interchange ticket(s). |
| A-7 | Disposal | Lawful disposal or destruction of Goods. | Certificate of Destruction. |
| A-8 | Yard Storage / Trailer Parking | Outdoor storage of Containers or Trailers on secured yard space. | BOLs. |
Optional Proofs. The Customer may request additional proofs (e.g., photographs, seals, temperature logs) only if (a) such proofs are expressly stated in the booking request and (b) the incremental cost is reflected in the applicable Quote.
1 Minimum Billing Documentation must accompany each invoice as a condition precedent to payment under Section 4 (Fees & Payment). Defined terms have the meanings set forth in the main body of the Customer Terms & Conditions unless otherwise specified herein.