Terms of Service

warning Important Notice: Please Read Carefully

These Terms of Service ("Terms") constitute a legally binding agreement between Inco Group Co Inc. ("Inco," "we," "us," or "our") and the customer ("Customer," "you," or "your") for the provision of cold storage, cross-docking, and related warehouse services. By utilizing our services, delivering goods to our facility, or signing a service agreement with Inco, you acknowledge that you have read, understood, and agree to be bound by these Terms.

1 Services Provided

1.1 Overview

Inco Group Co Inc. operates a temperature-controlled warehouse facility specializing in the storage and handling of fresh vegetables and fruits. We provide the following services:

• Cold storage with customizable temperature control 26°F to 80°F (-3°C to 26°C)
• Cross-docking services
• Pallet restoration
• General storage
• Product handling and management
• Related warehouse logistics services

1.2 Temperature Control

We maintain temperature-controlled environments ranging from 26°F to 80°F (-3°C to 26°C). Individual storage rooms can be set to specific temperatures based on Customer requirements and product specifications. Temperature settings must be specified in writing at the time goods are received.

1.3 Cross-Border Operations

Inco operates exclusively on the United States side of the border. Customers requiring customs brokerage or import/export services may utilize our affiliated company, INDI (a Mexican customs brokerage), which operates under separate terms and conditions. Customs brokerage services are NOT covered by these Terms.

1.4 Facility Location

2 Acceptance of Goods

2.1 Receiving Hours

• Monday – Friday: 9:00 AM – 8:00 PM
• Saturday: 9:00 AM – 5:00 PM
• Sunday: Closed (after-hours service available under necessary circumstances)

After-hours receiving may be arranged in advance and may be subject to additional fees.

2.2 No Appointment Required

Appointments are not required for deliveries or pickups during standard operating hours. However, advance notice is appreciated for large shipments or special handling requirements.

2.3 Inspection at Receipt

All goods are counted and inspected for visible damage upon receipt. Inco is not responsible for concealed damage, shortages, or quality issues not apparent during initial inspection. By signing the receipt, Customer acknowledges the count and condition as recorded by Inco.

2.4 Documentation Requirements

Customer must provide accurate and complete documentation for all goods delivered, including:

• Bill of lading or delivery receipt
• Product description and specifications
• Temperature requirements
• Any special handling instructions
• Safety Data Sheets (SDS) if applicable

Inco reserves the right to refuse goods lacking proper documentation.

2.5 Prohibited Items

Inco will NOT accept the following items under any circumstances:

• Hazardous materials (chemicals, explosives, flammable substances)
• Live animals
• Perishable goods past their expiration date
• Items without proper documentation
• Illegal goods or contraband
• Meats (beef, pork, poultry, seafood, etc.)
• Fertilizers
• Any items that, in Inco's sole judgment, pose a risk to our facility, employees, or other customers' goods

Inco reserves the right to refuse any shipment at our discretion.

2.6 Right to Refuse

• Are improperly packaged or labeled
• Show signs of spoilage, contamination, or damage
• Exceed our storage capacity
• Violate these Terms
• Pose safety, health, or legal risks

3 Storage Terms

3.1 Storage Period

There is NO minimum storage period. Goods may be stored for as little as one day (cross-docking) or for extended periods as agreed.

3.2 Storage Rates

Storage rates are based on space utilized (per pallet, per cubic foot, or as otherwise agreed) and duration of storage. Rates will be provided in writing via quote or service agreement.

3.3 Handling Fees

• Receiving (inbound)
• Order fulfillment and loading (outbound)
• Special services (pallet restoration, repacking, etc.)

3.4 Temperature Maintenance

Inco will use commercially reasonable efforts to maintain the temperature specified by Customer. However, Inco is NOT liable for:

• Product deterioration due to inherent vice or natural aging
• Temperature fluctuations due to power outages, equipment failure, or force majeure events
• Product quality issues not caused by Inco's gross negligence

3.5 Commingling

Goods may be commingled with similar goods from other customers unless Customer specifically requests segregated storage and pays applicable fees.

4 Limitation of Liability & Insurance

4.1 Bailee's Insurance Coverage

Inco maintains warehouse legal liability insurance (also known as "bailee's insurance") to cover loss or damage to Customer's goods while in Inco's care, custody, and control. This insurance is subject to the terms, conditions, exclusions, and limits of Inco's insurance policy.

4.2 Standard Liability Limit

Unless Customer declares a higher value and pays additional fees (see Section 4.3), Inco's maximum liability for loss, damage, or deterioration of goods shall not exceed TWO DOLLARS ($2.00) PER POUND PER ARTICLE.

This limitation applies to all claims, including:

• Loss of goods (theft, disappearance, misplacement)
• Damage to goods (physical damage, contamination, spoilage)
• Deterioration (temperature failure, aging, quality degradation)
• Any other claims arising from our services

4.3 Excess Value Declaration

If the value of Customer's goods exceeds $2.00 per pound, Customer may declare a higher value IN WRITING at the time of receipt. Customer must:

• Complete an excess value declaration form
• Pay additional fees for excess liability coverage
• Provide proof of value (invoice, appraisal, etc.)

4.4 Calculation of Liability

Liability shall be calculated based on the net weight of the damaged or lost goods, multiplied by $2.00 per pound (or the declared value if excess value coverage was purchased). In no event shall Inco's total liability exceed the limits of Inco's insurance policy.

4.5 Customer's Obligation to Insure

While Inco maintains bailee's insurance, Customer is still advised to obtain their own insurance on all goods stored with Inco. Customer's own insurance may provide:

• Coverage exceeding Inco's liability limits
• Coverage for exclusions in Inco's policy
• First-party coverage for business interruption or consequential losses
• Faster claim resolution

4.6 Exclusions from Liability

Inco shall NOT be liable for any loss or damage caused by or resulting from:

• Acts of God (floods, hurricanes, tornadoes, earthquakes, etc.)
• Fire or explosion not caused by Inco's gross negligence
• Strikes, labor disputes, or civil unrest
• War, terrorism, or government action
• Power outages or utility failures beyond Inco's control
• Equipment failure despite proper maintenance and monitoring
• Inherent vice of the goods (natural deterioration, spoilage, aging)
• Improper packaging or labeling by Customer
• Pre-existing damage or concealed defects
• Insects, rodents, or vermin (despite pest control measures)
• Temperature fluctuations due to circumstances beyond Inco's control
• Customer's failure to provide accurate storage instructions or product specifications
• Delay in delivery or processing
• Any cause beyond Inco's reasonable control

4.7 No Consequential Damages

In no event shall Inco be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost business opportunities, loss of use, loss of goodwill, market value decline, or business interruption, even if Inco has been advised of the possibility of such damages.

4.8 No Liability for Quality

Inco is not responsible for the quality, freshness, shelf life, or marketability of Customer's goods. Customer bears all risk of product deterioration, spoilage, loss of market value, or failure to meet quality standards.

4.9 Temperature Monitoring

Inco maintains 24/7 temperature monitoring systems and will use commercially reasonable efforts to maintain specified temperatures. However, Inco is not liable for:

• Minor temperature fluctuations within industry-acceptable ranges
• Product loss due to equipment malfunction despite proper maintenance
• Power outages or utility failures beyond Inco's control
• Product deterioration due to inherent characteristics of the goods

5 Payment Terms

5.1 Invoicing

Inco will invoice Customer monthly for storage, handling, and any additional services rendered. Invoices will be sent via email or mail to the address provided by Customer.

5.2 Payment Due Date

Payment is due within thirty (30) days of the invoice date ("Net 30").

5.3 Late Payment

Invoices not paid within 30 days will accrue a late payment fee of one and one-half percent (1.5%) per month (18% annual percentage rate) on the outstanding balance. Late fees will continue to accrue until the balance is paid in full.

5.4 Warehouse Lien

In accordance with Texas law, Inco has a lien on all goods in our possession for all charges, including storage, handling, and late fees. If payment is not received within sixty (60) days of the invoice due date, Inco may exercise its lien rights, including:

• Refusing to release goods until all charges are paid in full
• Selling the goods at public or private sale to satisfy the debt
• Retaining any proceeds from the sale to cover charges, costs, and fees

Customer will receive written notice before any sale, as required by law.

5.5 Disputed Charges

Customer must notify Inco in writing within fifteen (15) days of receiving an invoice if Customer disputes any charges. Failure to object within 15 days constitutes acceptance of the charges. Undisputed portions of invoices remain due and payable.

5.6 Currency

All payments must be made in United States Dollars (USD).

6 Claims for Loss or Damage

6.1 Notice of Loss or Damage

Customer must inspect goods upon pickup or delivery. Any visible loss or damage must be noted on the delivery receipt at the time of pickup.

6.2 Time Limit for Filing Claims

All claims for loss, damage, or deterioration must be filed in writing within nine (9) months from the date the goods were delivered to Inco. Claims not filed within this period are forever barred.

For visible damage or shortages, claims should be filed within thirty (30) days of discovery.

6.3 Claim Requirements

• Completed claim form (provided by Inco)
• Written description of the loss or damage
• Invoice or receipt showing proof of value
• Photographs of damaged goods (if applicable)
• Temperature logs or monitoring data (if relevant)
• Any supporting documentation (inspection reports, quality tests, etc.)

6.4 Investigation Period

Inco will investigate all claims promptly and will respond within thirty (30) days of receipt of a complete claim. Inco may request additional information or documentation and may inspect the damaged goods.

6.5 Insurance Claim Process

For claims covered by Inco's bailee's insurance, Inco will submit the claim to our insurance carrier. The claim will be subject to the terms, conditions, and investigation procedures of the insurance policy. Customer agrees to cooperate fully with any insurance investigation.

6.6 Settlement

If Inco (or Inco's insurance carrier) accepts liability, settlement will be calculated according to Section 4 (Limitation of Liability) and will not exceed $2.00 per pound (or the declared value if excess value coverage was purchased).

6.7 No Lawsuit Until Claim Process Complete

• The claim has been filed with Inco in accordance with this Section 6
• Inco has had a reasonable opportunity to investigate (at least 30 days)
• The claim process has been completed or Inco has denied the claim

Any lawsuit must be filed within one (1) year of the date of loss or the date Inco denies the claim, whichever is later.

7 Termination of Service

7.1 Termination by Customer

Customer may terminate services at any time by providing thirty (30) days' written notice to Inco. Customer remains responsible for all charges accrued through the termination date.

7.2 Termination by Inco

Inco may terminate services immediately upon written notice if:

• Customer fails to pay invoices when due
• Customer violates these Terms
• Customer's goods pose a safety or legal risk
• Customer engages in fraudulent or illegal activity

7.3 Removal of Goods

Upon termination, Customer must remove all goods within fifteen (15) days. Goods not removed within this period may be deemed abandoned and disposed of at Customer's expense.

7.4 Final Billing

Customer will receive a final invoice upon termination. Payment is due immediately upon receipt.

8 Force Majeure

8.1 Force Majeure Events

Inco shall not be liable for delays, failures, or inability to perform services due to causes beyond our reasonable control, including but not limited to:

• Acts of God (hurricanes, floods, earthquakes, tornadoes, severe weather)
• Fire, explosion, or other catastrophic events
• Power outages or utility failures
• Equipment breakdown despite proper maintenance
• Strikes, labor disputes, or work stoppages
• War, terrorism, or civil unrest
• Government orders, regulations, or restrictions
• Pandemics or public health emergencies
• Supply chain disruptions
• Any other circumstances beyond Inco's reasonable control

8.2 Notice

Inco will provide notice to Customer as soon as practicable if a force majeure event affects services.

8.3 No Liability

Inco shall have no liability for any loss, damage, or delay caused by force majeure events, even if Inco maintains insurance coverage.

9 Insurance

9.1 Inco's Insurance

Inco maintains the following insurance coverage:

• Warehouse legal liability insurance (bailee's insurance)
• Commercial general liability insurance
• Property insurance on our buildings and equipment

Certificates of insurance are available upon request.

9.2 Customer's Insurance Obligation

Customer is encouraged to maintain their own insurance coverage on all goods, including:

• Cargo insurance
• All-risk property insurance
• Business interruption insurance
• Any other coverage Customer deems necessary

9.3 Inco Is Not an Insurer

• Inco is NOT an insurance company
• Inco's insurance is for Inco's benefit and protection
• The storage fees paid to Inco do NOT include insurance premiums
• Customer should not rely solely on Inco's insurance for protection of Customer's goods

9.4 Waiver of Subrogation

To the extent permitted by law and Customer's insurance policy, Customer's insurance carrier waives all rights of subrogation against Inco for any claims covered by Customer's insurance.

9.5 Certificate of Insurance

Inco may request proof of insurance from Customer at any time. Failure to provide proof of insurance does not increase Inco's liability beyond the limits stated in Section 4.

10 Indemnification

10.1 Customer's Indemnification Obligation

Customer agrees to indemnify, defend, and hold harmless Inco, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Customer's goods (including product liability claims, contamination, recalls, food safety violations, etc.)
• Customer's breach of these Terms
• Customer's violation of any law or regulation
• Customer's negligence or willful misconduct
• Third-party claims related to Customer's goods or business operations
• Inaccurate or incomplete information provided by Customer
• Damage to Inco's property or other customers' goods caused by Customer's goods

10.2 Survival

This indemnification obligation survives termination of services.

11 Confidentiality

11.1 Confidential Information

Inco will treat all information about Customer's inventory, business operations, and shipments as confidential and will not disclose such information to third parties without Customer's consent, except:

• As required by law or court order
• To Inco's employees, agents, or contractors who need to know
• To government agencies or regulatory authorities as required
• To Inco's insurance carrier in connection with claims
• In connection with enforcement of these Terms

11.2 Customer Data

Inco may collect and store data about Customer's inventory and transactions for operational purposes. Such data is subject to Inco's Privacy Policy (available on our website).

12 Dispute Resolution & Governing Law

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts of law principles.

12.2 Jurisdiction and Venue

Any legal action or proceeding arising out of or relating to these Terms or Inco's services shall be brought exclusively in the state or federal courts located in Hidalgo County, Texas.

12.3 Waiver of Jury Trial

To the fullest extent permitted by law, Customer and Inco waive any right to a jury trial in any legal proceeding arising out of or relating to these Terms.

12.4 Statute of Limitations

Any lawsuit or legal claim against Inco must be filed within one (1) year from the date the cause of action arose or the date Inco denies a claim, whichever is later. Claims not filed within this period are forever barred.

12.5 Attorney's Fees

In the event of any legal action to enforce these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

13 General Provisions

13.1 Entire Agreement

These Terms constitute the entire agreement between Customer and Inco regarding warehouse services and supersede all prior agreements, understandings, or representations, whether written or oral.

13.2 Amendments

Inco reserves the right to modify these Terms at any time. Updated Terms will be posted on our website with a new "Last Updated" date and will become effective thirty (30) days after posting. Continued use of Inco's services after the effective date constitutes acceptance of the revised Terms.

13.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.4 Waiver

Inco's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

13.5 Assignment

Customer may not assign or transfer these Terms without Inco's prior written consent. Inco may assign these Terms at any time without notice.

13.6 No Third-Party Beneficiaries

These Terms are solely for the benefit of Customer and Inco. No third party (including Inco's insurance carrier) has any rights under these Terms.

13.7 Notices

13.8 Compliance with Laws

Customer represents and warrants that all goods comply with applicable federal, state, and local laws and regulations, including food safety laws, import/export regulations, and transportation requirements.

13.9 Relationship of Parties

The relationship between Customer and Inco is that of bailor and bailee. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

14 Acknowledgment & Acceptance

By using Inco's services, delivering goods to Inco's facility, or signing a service agreement, Customer acknowledges that:

• Customer has read and understood these Terms
• Customer agrees to be bound by these Terms
• Customer understands that Inco's liability is limited to $2.00 per pound (unless excess value is declared and paid for)
• Customer understands the exclusions and limitations in Inco's insurance coverage
• Customer is responsible for determining if additional insurance is needed
• Customer accepts all risks beyond Inco's limited liability

contact_support Contact Information

For questions about these Terms, please contact us at the above address.