GEO-Systems USA LLC
2435 Dillard St.
Grand Prairie, TX 75051
This Stored Materials Agreement (“Agreement”) is entered into by and between GEO-Systems USA LLC, a Texas limited liability company (“GEO”), and the undersigned customer (“Customer”), collectively referred to as the “Parties.”
1.DEFINITIONS
“Stored Materials” means all fire suppression-related equipment manufactured by GEO for Customer, including but not limited to pumps, controllers, motors, ancillary parts, Surge Tanks, and/or a complete Fire Pump House, which remains in GEO’s possession at Customer’s request after Readiness to Ship Notice. “Readiness to Ship Notice” shall mean written notification from GEO to Customer indicating that the ordered merchandise has been completed and is available for shipment.
2.OWNERSHIP AND TRANSFER OF TITLE
Title to all Stored Materials shall transfer to Customer upon issuance of the Readiness to Ship Notice, regardless of whether physical delivery has occurred. Consistent with Tex. Bus. & Com. Code § 2.401, such retention by GEO thereafter is limited to a purchase money security interest (PMSI). Storage thereafter is for the Customer’s benefit and convenience.
3.STORAGE LOCATIONS
Indoor Storage: 2511 Dalworth St., Grand Prairie, TX 75050.Outdoor Storage (Fire Pump Houses and Surge Tanks): 2435 Dillard St., Grand Prairie, TX 75051.GEO SHALL ASSIGN SPACE AT ITS SOLE DISCRETION, based on availability, and does not guarantee temperature or humidity controls except for standard indoor storage conditions for products stored indoors.
4.STORAGE FEES AND ESCALATION
Indoor Equipment (fees begin the first day of the following month after Readiness to Ship Notice, invoiced in full-month increments):Month 1: $10 | Month 2: $50 | Month 3: $150 | Month 4: $300 | Month 5: $500 | Month 6: $750 | Month 7+:$1,000Outdoor Storage – Fire Pump Houses and Surge Tanks (fees begin first day of the following month after Readiness to Ship Notice, invoiced in full-month increments): Month 1: $100 | Month 2: $500 | Month 3: $1,000 | Month 4: $2,000 | Month 5: $3,500 | Month 6: $5,000 | Month 7+: $6,500
5.PAYMENT TERMS
Storage charges shall be invoiced monthly and are due net 30 days from invoice date. GEO reserves the right to refuse release of any Stored Materials until full payment is received.
6.NO BAILMENT OR COMMON CARRIER STATUS
This Agreement does not create a bailment or carrier relationship. GEO is not a common carrier or warehouseman under Texas law. Storage is provided as a convenience to the Customer after title has transferred.
7.INSURANCE AND LIMITATION OF LIABILITY
GEO shall maintain insurance coverage against fire, theft, water damage, and other perils while the Stored Materials are in its possession. Coverage is limited to the sales price of the merchandise, whether stored indoors or outdoors. GEO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Insurance provides replacement of equipment only and does not entitle Customer to cash settlement.
8.BUSINESS PROPERTY TAX
Customer assumes responsibility for filing, reporting, and paying any Business Personal Property taxes on all Stored Materials as required by Texas taxing authorities.
9.ACCESS, REMOVAL, AND DELIVERY
Customer may request removal or shipment during GEO’s business hours (Monday–Friday, 8:00 a.m.–4:30p.m. CST, excluding holidays) with at least 72 hours’ written notice.
10.DEFAULT, LIEN RIGHTS, AND DISPOSAL
GEO has a possessory lien and security interest under Tex. Bus. & Com. Code §§ 7.209 and 9.609. If fees remain unpaid after 180 days, GEO may sell or dispose of Stored Materials after 30 days’ notice.
11.INDEMNITY
Customer agrees to DEFEND, INDEMNIFY, AND HOLD GEO HARMLESS from all claims or liabilities relating to Stored Materials or failure to comply with this Agreement.
12.FORCE MAJEURE
GEO shall not be liable for delays or failures due to events beyond its control, including natural disasters, labor strikes, or government actions.
13.SEVERABILITY
If any provision is held invalid, the remaining provisions shall remain enforceable to the fullest extent permitted by law.
14.NO WAIVER
A waiver of any breach or right must be in writing. Failure to enforce any provision shall not constitute a waiver of that provision.
15.GOVERNING LAW AND VENUE
This Agreement shall be governed by Texas law. Venue lies exclusively in Tarrant County, Texas.
16.ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and supersedes prior communications. Amendments must be in writing and signed by both Parties.
SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth below.
