Commercial Terms & Conditions

Commercial Customers: Terms & Conditions

  1. Services.
    1. PLANES will provide to CUSTOMER the services (the “Services”) set forth in PLANES’ quote (the “Quote”). Additional terms in CUSTOMER’S purchase orders, or other Customer documentation shall not be binding upon PLANES whether such documents are dated before or after the date of this Agreement. Upon PLANES receipt of CUSTOMER’s written acceptance of the Quote, which may be in any written form, including facsimile and email, PLANES will provide the Services in accordance with the terms of the accepted Quote and this Agreement, subject to credit approval.    The Quotes will be incorporated into and become a part of this Agreement.  Notwithstanding the foregoing, CUSTOMER acknowledges and agrees that upon issuance to CUSTOMER by PLANES, whether in person, by mail, email, electronic delivery, esign platform, or any other reasonable method of delivery, this Agreement and any Quote is considered issued within the meaning of the Uniform Commercial Code in effect in the jurisdiction where PLANES’ warehouse is located (“UCC”), regardless of whether this Agreement or the Quote is signed by CUSTOMER.  CUSTOMER acknowledges and agrees that by delivering possession of the “Cargo,” as defined below, to PLANES, the provisions of this Agreement and any Quote apply even in the absence of CUSTOMER’s and PLANES’ signature. All Services provided by PLANES or its affiliates to CUSTOMER and its affiliates shall be governed by the terms of this Agreement even if a purchase order or other document does not reference this Agreement.  Any general terms and conditions in such documents shall be superseded by the terms of this Agreement and shall have no force or effect.
    2. If PLANES will dispose of CUSTOMER’s assets (“Decommissioned Property”) as part of the Services, the following additional terms apply. CUSTOMER hereby authorizes and directs PLANES to arrange for sale or disposal of the Decommissioned Property by whatever legal means PLANES, in its sole discretion, deems appropriate.  PLANES will not take title to the Decommissioned Property and is acting as CUSTOMER’s agent in decommissioning it.  Unless otherwise provided in writing, CUSTOMER acknowledges that the proceeds, if any, of the sale or other disposal of the Decommissioned Property shall be the exclusive property of PLANES in exchange for PLANES’ efforts in arranging the disposing or sale of the Decommissioned Property in addition to any amounts payable to PLANES for such disposal.   CUSTOMER on its own behalf and on behalf of its successors and assigns expressly waives and releases any and all claims against PLANES, its affiliates and their respective owners, officers, employees, managers, directors, agents, assigns, successors, known or unknown, accrued or unaccrued related to or arising from the sale or disposal of the Decommissioned Property.  CUSTOMER expressly waives and releases any and all claims and/or rights which may have existed with respect to the Decommissioned Property either under CUSTOMER and PLANES’ original contract or under law, including any rights under the UCC.  CUSTOMER shall provide PLANES with a detailed inventory of all Decommissioned Property.  If CUSTOMER fails to provide such inventory, PLANES shall not be liable for wrongfully disposing of any items.  CUSTOMER warrants that (i) there is no sensitive data or personal information or hazardous materials contained in any of the Decommissioned Property and (ii) it is the sole and exclusive owner or authorized agent of the owner of the Decommissioned Property with good and marketable title thereto, and that no other person or entity has, or claims to have, any interest secured or otherwise, in the Decommissioned Property.  CUSTOMER shall defend, indemnify, protect and hold PLANES and its agents, officers, employees and affiliates, harmless from and against any and all costs and expenses, including legal fees, arising out of breach of this warranty.
  2. Payment for Services. CUSTOMER shall pay PLANES for the Services provided to CUSTOMER at the rates or amount specified in Quotes.  The fees and pricing are subject to increase annually, every January 1st.  CUSTOMER shall pay an initial payment of 25% of the estimated Quote upon execution of the Quote.  Thereafter, payments are due within thirty (30) days following the date of an invoice from PLANES setting forth all fees owed by CUSTOMER in accordance with the Quote.  If CUSTOMER fails to timely pay any amount due hereunder, such overdue amount shall bear interest at the rate of one and one-half percent (1.5%) per month (or the highest rate permitted by law, if less) and CUSTOMER shall pay all expenses, including costs and attorney fees incurred by PLANES in collecting any such past due amounts.  All fees for Services are based on the following: (i) a one-time placement of all Cargo, as defined herein, as directed by CUSTOMER; (ii) exclusive use and control of all loading and unloading areas, the arrangements for which are the responsibility of CUSTOMER; (iii) the site being paved and exclusive use of operable elevators and loading areas, as well as, unobstructed access to entrances, exits, elevators, loading areas, lobbies, hallways, offices, and rooms.  If CUSTOMER elects to cancel Services within 4 business days of the date scheduled, CUSTOMER agrees to pay a cancellation fee equal to 15% of the total estimated charges.  If CUSTOMER elects to postpone services within 10 business days of the original date scheduled, CUSTOMER shall pay all costs incurred by PLANES in preparation for services, including lodging and travel, and remobilization costs.

CUSTOMER agrees that PLANES shall have a lien upon all property moved by or deposited with it.  All property deposited for which all charges are not paid when due will be subject to sale in accordance with applicable law.  PLANES shall have a further lien for all monies advanced to any third party for the account of CUSTOMER and interest.  PLANES shall also have a lien on any goods in PLANES’ possession or control for any charges payable to PLANES for all previously unsatisfied obligations due to PLANES by CUSTOMER.  Such lien shall be enforced in accordance with the UCC.

  1. Term. This Agreement shall commence upon the date of the Quote and shall continue for an initial term of one year and shall be automatically renewed for additional successive one year terms unless notice of termination is given no later than 30 days prior to the expiration of the then current term.  Either party may immediately terminate this Agreement  or any Quote by written notice if the other party:  (i) is in material breach of this Agreement or Quote and such breach has not been cured within thirty (30) days after written notice thereof to such other party; (ii) ceases to do business in the normal course; (iii) becomes or is declared insolvent or bankrupt; (iv) is the subject of any proceeding related to its liquidation or insolvency, whether voluntary or involuntary; or (v) makes an assignment for the benefit of creditors.  Either party may terminate this Agreement for its convenience upon 90 days prior written notice.  With respect to storage Services, PLANES may terminate any Quote upon 30 days prior written notice. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect with respect to any Services being performed pursuant to a Quote entered into prior to termination of this Agreement that is not specifically terminated.
  2. Use of Equipment. CUSTOMER assumes full responsibility for damage to or loss of any moving or other equipment or materials delivered at CUSTOMER’S request for CUSTOMER’S use, either before or after relocation.  PLANES makes no representations or warranties as to the condition of the equipment or materials.  CUSTOMER shall inspect the equipment and materials prior to use.  CUSTOMER uses such equipment and materials at its own risk and shall be responsible for any damage to the equipment or materials or to person or property arising out of such use.  CUSTOMER agrees to pay a rental fee for the use of this equipment and materials and an additional delivery and/or pick up charge for such rental equipment and materials, both payable at PLANES or the third party’s published rates.  Payments are due within thirty (30) days following the date of an invoice from PLANES.
  3. Insurance; Limitation of Liability.
    1. Insurance. PLANES shall maintain insurance coverages in at least the amounts set forth below. Upon the request of CUSTOMER, PLANES shall deliver promptly to CUSTOMER certificates of insurance made out by the applicable insurer(s) or their authorized agents evidencing the insurance required under this section (the “Required Insurance”). All Required Insurance shall be carried with responsible insurance companies of recognized standing which are authorized to do business in the state in which the Services are rendered and are rated A VIII or better by A.M. Best.
      1. General Liability $1,000,000 per occurrence/aggregate
      2. Worker’s Compensation Statutory
      3. Employer’s Liability $1,000,000 per occurrence/aggregate
      4. Automobile Liability $1,000,000 per occurrence/aggregate
      5. Umbrella/Excess $2,000,000 per occurrence/aggregate
    2. Limitation of Liability.
      1. PLANES shall not be responsible for functional failure of Cargo having electronic components unless there is visible damage to the equipment.
      2. PLANES shall not be responsible for the condition or flavor of perishable articles, contents of refrigerators or deep freezers, specimens, biomaterials, cryogenic materials or chemicals, objects of art, documents, currency, money, trading stamps, credit cards, precious stones, business records, computer hard drives and computer disks or articles of extraordinary value (items with a value in excess of one hundred dollars ($100.00) per pound) which are not specifically listed on a Quote, damage due to insects, moths, vermin, mold, mildew and ordinary wear and tear, defect or inherent vice of an item (including susceptibility to damage because of atmospheric conditions such as temperature and humidity or changes therein), or any loss extending beyond the direct physical loss or damage to the Cargo.
      3. PLANES shall not be responsible for damage of contents which have been packed by CUSTOMER or resulting from an act, omission, or order of CUSTOMER or any third party or for concealed damage.
      4. Customer will adequately lock, password protect, backup and or encrypt any data or personal information contained in any file, on any computer or electronic media to be moved, stored or handled by PLANES. PLANES shall not be responsible for, however caused, (i) loss of or damage to information represented by, stored on or contained in the Cargo, including any loss of data, personal health information or personally identifiable information, or unauthorized access thereto or breach of privacy or (ii) software programs that fail to function properly even if there is visible damage to the computer, laptop or server by PLANES.
      5. CUSTOMER acknowledges that having PLANES move a copy machine or other equipment may void any warranty or violate any lease with respect to the copy machine or equipment.  PLANES shall have no liability for violations of any such lease or warranty. CUSTOMER shall review the terms of any lease or warranty prior to PLANES providing Services hereunder. In addition, PLANES shall not be responsible for damage to any copy machine or equipment not properly serviced and prepared for moving the day before Services are provided.
      6. PLANES’ liability hereunder shall be limited to sixty cents ($0.60) per pound per item, or for Services in Illinois, thirty cents ($0.30) per pound per item, of CUSTOMER assets moved, stored or handled under this Agreement (“Cargo”) lost or damaged as a result of PLANES’ negligence; provided that if PLANES provides warehousing services hereunder, PLANES’ liability for loss or damage to Cargo shall be further limited to a maximum of $2,000 per storage lot. CUSTOMER may elect, at its sole expense, to secure either full replacement coverage valuation or actual cash value valuation in accordance with the terms of the Quote; provided that coverage on copy machines is limited to $.60 cents (or $.30 for Services in Illinois) per pound per item even when full replacement coverage is elected on the balance of the Cargo.  If CUSTOMER selects full replacement cost valuation or actual cash value valuation for loss or damage to goods, PLANES’ liability for such loss or damage shall be the lesser of (i) the full replacement cost or actual cash value, as the case may be, of the Cargo up to the declared valuation as specified by CUSTOMER or (ii) the repair cost of the Cargo, as determined by PLANES.   PLANES obligation to pay any claim for loss or damage is elected is contingent upon CUSTOMER providing substantiation acceptable to PLANES as to the value of any lost or damaged Cargo.  Valuation is not insurance. Insurance, if any, covering loss or damage to Cargo shall be obtained by CUSTOMER at CUSTOMER's expense and shall be primary.  In no event shall PLANES be liable to CUSTOMER or any third party whether in contract, warranty, tort or otherwise, for delay, special, incidental, consequential, punitive or exemplary damages. 
      7. For purposes of this Section 5, PLANES shall include any subcontractors performing Services pursuant to this Agreement.
  4. Customer Responsibilities.
    1. CUSTOMER accepts the responsibility of communicating the Service conditions according to the terms of this Agreement to all of CUSTOMER’S employees, agents, contractors and associates involved in the Service process.
    2. CUSTOMER shall be responsible for all costs associated with unforeseen contingencies, including but not limited to, elevator breakdown, power outages, severe weather and impediment of PLANES’ access to CUSTOMER facilities by CUSTOMER’S employees, contractors, subcontractors or agents.
    3. CUSTOMER shall be responsible for any additional costs associated with any change in size, scope, and/or other conditions of the Service not specifically addressed in this Agreement.
    4. CUSTOMER shall notify PLANES of any visible damage to CUSTOMER’s goods as a result of the Services performed pursuant to a particular Quote at the time of delivery or installation by PLANES and any concealed damage within 2 business days of delivery or installation by PLANES and must file a formal written claim for damage within sixty (60) days of the completion of the Services performed pursuant to such Quote. In all cases, CUSTOMER agrees that claims will be settled only after all charges for the Services have been paid in full to PLANES.
  5. Representations and Warranties. Each party represents and warrants to the other party that: (i) such party has all necessary right, power and authority to enter into this Agreement and to perform its obligations hereunder and (ii) nothing contained in this Agreement or required by such party’s performance hereunder will place such party in breach of any other contract or agreement to which it is bound or violate any applicable law.  CUSTOMER represents and warrants (i) there is no sensitive data or personal information, unless otherwise identified to PLANES in writing, or hazardous materials contained in any of the Cargo, and (ii) it is the sole and exclusive owner, or authorized agent of the owner, of the Cargo with good and marketable title thereto, and that no other person or entity has, or claims to have, any interest secured or otherwise, in the Cargo. A party breaching its representations and warranties under this Section shall defend, indemnify and hold the non-breaching party harmless for any claim arising out of breach of this provision.
  6. Confidentiality; Intellectual Property. Neither party shall disclose the other party's Confidential Information to any person other than its employees, officers, directors, affiliates, agents and representatives who are bound by obligations of confidentiality and who have a need to know such information in order to perform their obligations in connection with the Services. Each party may only use the other party's Confidential Information as permitted to perform its respective obligations under this Agreement. "Confidential Information" means any information disclosed by a party to the other party that is reasonably expected to be treated in a confidential manner under the circumstances of disclosure under this Agreement or by the nature of the information itself.  PLANES’ systems, processes, procedures technologies, software, interfaces, copyrights, trademarks or service marks, patents, trade dress, trade names, trade secrets and know-how (and any goodwill appurtenant thereto), moral rights, any rights of publicity and any other proprietary rights and intellectual property, whether registered or not (the “PLANES Intellectual Property”) is the property of PLANES, along with any improvements or other modifications to the PLANES Intellectual Property.  Customer shall have no rights in the PLANES Intellectual Property except the right to receive the Services pursuant to this Agreement.  Customer shall not directly or indirectly through or with one or more other persons (i) decompile, disassemble or reverse engineer the PLANES Intellectual Property or copy any ideas, features, functions or graphics of the PLANES Intellectual Property; (ii) use the PLANES Intellectual to develop a competing service; (iii) provide, lease, lend, or otherwise use or allow others to use the PLANES Intellectual Property for its own benefit or for the benefit of any third party; or (iv) remove any PLANES copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the PLANES Intellectual Property.  PLANES Intellectual Property is confidential information of PLANES.
  7. Non-Solicitation. CUSTOMER understands that PLANES’ employees and contractors are valuable assets of PLANES. CUSTOMER will not, directly or indirectly, during the term of this Agreement and for a period of 12 months thereafter, offer any employees or contractors a position as an employee or contractor, or hire or engage such persons, in any capacity, related to providing or managing relocation, move transportation services, installation labor services, general moving services, warehouse services or storage services unless CUSTOMER pays the PLANES a fee equal to 35% of total payments made by PLANES to such employee or contractor in the preceding calendar year, annualized in the event the employee or contractor worked for Company for less than one year, to compensate PLANES for the costs associated with replacement. The fee shall be payable immediately.  CUSTOMER acknowledges and agrees that the restrictions set forth herein are reasonable in scope, duration, and area and are reasonably necessary to protect the legitimate business interests of PLANES, and particularly PLANES’ interest in protecting its confidential information, trade secrets, potential patents, and potential copyrights relating PLANES’ business.  If any provision of this Section is held to be unenforceable due to the scope, duration or area of its application, the parties intend and agree that the court making such determination shall modify such scope, duration or area, or all of them to what the court considers reasonable, and such provision shall then be enforced in such modified form.
  8. Jurisdiction and Governing Law. Each party consents to the personal jurisdiction of the state and federal courts located in the State of Ohio and agrees that any claim arising from or relating to this Agreement shall be brought in the state or federal courts located in Cincinnati, Ohio. The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the State of Ohio without reference to conflict of law principles.
  9. Force Majeure. Neither party nor any subcontractor shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, act of war or terrorism, cyberattack, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party (each, a “Force Majeure”).  Neither PLANES nor any subcontractor shall be liable for loss of or damage to real or personal property caused by a Force Majeure.
  10. Relationship. PLANES performs Services under this Agreement as an independent contractor and no joint venture, partnership, agency, franchise or employment relationship will be deemed to exist between the parties. The parties acknowledge that this Agreement sets forth a non-exclusive relationship between the parties.
  11. Notice. Any notices or communications required or permitted to be given by this Agreement must be (i) given in writing and (ii) personally delivered or mailed, by prepaid, certified mail or overnight courier, to the party to whom such notice or communication is directed, to the mailing address of such party listed above.  Any such notice or communication shall be deemed to have been given on (i) the day such notice or communication is personally delivered, (ii) three (3) days after such notice or communication is mailed by prepaid certified or registered mail, or (iii) one (1) working day after such notice or communication is sent by overnight courier. CUSTOMER shall notify PLANES in accordance with this Section of any change in address specified above.  In the absence of current contact information, the last known mailing address of CUSTOMER on file with PLANES will be used by PLANES for all notices required to be provided to CUSTOMER by law or as required under this Agreement.
  12. Successors and Assigns. CUSTOMER acknowledges that PLANES may subcontract to third parties certain of the Services which are either outside of its markets or require specialized services not provided by PLANES.  CUSTOMER shall have the right to reject any subcontractor upon request.  Customer may not assign this Agreement without the prior written consent of PLANES.
  13. Amendments and Waivers. No change, amendment or modification of any provision of this Agreement shall be valid unless in writing signed by both parties.
  14. Abandonment. If, for thirteen (13) consecutive months after the date PLANES notified CUSTOMER of a default under this Agreement and CUSTOMER fails to cure the default and/or remove the Cargo from storage, CUSTOMER’s actions or inactions shall be deemed to be CUSTOMER’s clear and unequivocal intent to relinquish all right, title, and interest in and to the Cargo, including future ownership or enjoyment of and to the Cargo, and such Cargo shall thereafter be considered abandoned by CUSTOMER. In such event, PLANES shall, at its option, terminate this Agreement and the Quote and sell the Cargo pursuant to Section 2 of this Agreement. Nothing in this Section shall be construed to limit PLANES’ warehouseman’s lien pursuant to Section 2 of this Agreement.
  15. Entire Agreement; Survival. This Agreement, the Quotes and the bill of lading, warehouse receipt or similar document, if any, sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this Agreement. The Quotes and bill of lading or warehouse receipt will be incorporated into and become a part of this Agreement.  In the case of direct conflict, these documents shall prevail in the following order unless an explicit agreement has been made in the subordinated document to the effect that a certain provision shall prevail notwithstanding certain provisions to the contrary in the superior document: (i) this Agreement; (ii) the Quote; and (iii) the bill of lading or warehouse receipt.  Any inconsistent or conflicting terms and conditions contained in any purchase order or other documentation issued by the Customer shall be of no force or effect, even if the order is signed by PLANES. This Section and Sections 1.B., 5.B., 7, 8, 9 and 10 shall survive any termination of this Agreement.


(Version 10.19.22)