Terms and Conditions for Warehouse and Logistics Services

1. WAREHOUSE TERMS  & CONDITIONS

These Terms and Conditions for Warehouse and Logistics Services (“Terms”) apply to any warehousing, storage, handling, and related services provided by a warehouse operator (“Warehouse Operator”) on behalf of Nagase America LLC (“Customer”). By accepting or performing services related to the storage or handling of Customer’s goods, Warehouse Operator agrees to comply exclusively with these Terms. If a separate written agreement signed by authorized representatives of both parties exists and governs the same services, the terms of that agreement shall prevail in the event of any conflict with these Terms.

2. SCOPE OF SERVICES

Warehouse Operator shall provide warehousing, storage, receipt, handling, delivery, and related services (“Services”) for Customer’s goods (“Goods”) at the designated facility (“Warehouse”) in accordance with these Terms.

3. RECEIPT AND HANDLING OF GOODS

Warehouse Operator shall ensure all Goods are properly received, inspected, and documented. Any discrepancies, damages, or shortages must be reported to Customer immediately.

4. STORAGE CONDITIONS AND SECURITY

Warehouse Operator shall maintain the Warehouse in good condition, provide appropriate fire protection, and ensure Goods are stored securely and separately from other inventory. Access for Customer representatives must be granted upon reasonable notice.Depending on Customer’s requirements or the needs of its customers, Warehouse Operator may also be required to comply with CTPAT security criteria.

5. INVENTORY MANAGEMENT

Warehouse Operator shall maintain accurate inventory records and provide regular electronic inventory reports. Physical inventory counts must be conducted at least annually and reconciled with records. For healthcare products with expiration dating, Warehouse Operator shall apply FEFO (First‑Expired, First‑Out) and maintain lot/batch traceability to enable full chain‑of‑custody.

6. RELEASE AND TRANSFER OF GOODS

Goods shall only be released or transferred upon written instruction from Customer. Unauthorized movement or transfer is strictly prohibited. All handling shall follow a FIFO (First-In, First-Out) process. For healthcare Goods with expiration dates, FEFO shall supersede FIFO to ensure timely rotation.

7. TITLE AND OWNERSHIP

Title to all Goods remains with Customer. Warehouse Operator shall not claim ownership, encumber, or otherwise dispose of Goods. Warehouse Operator hereby waives any warehouseman’s lien, carrier’s lien, or similar possessory right under applicable law.

8. FEES AND CHARGES

Warehouse Operator shall charge only the fees pre-approved by Customer. No additional fees shall apply without prior written consent. Warehouse Operator may increase rates no more than once per calendar year and must provide at least ninety (90) days’ prior written notice to Customer before such increase goes into effect.

9. LIABIILITY AND INDEMNIFICATION

Warehouse Operator is liable for any loss, damage, or mis-shipment of Goods due to negligence or failure to follow Customer instructions. Warehouse Operator shall indemnify Customer against all related claims, costs, and damages.

10. INSURANCE

Warehouse Operator shall maintain adequate insurance coverage, including but not limited to cargo insurance and where applicable, pollution liability and sudden & accidental contamination coverage. Policies shall be primary and non‑contributory, and Customer shall be named as an additional insured and shall receive certificates of insurance upon request.

11. COMPLIANCE AND CONDUCT

Warehouse Operator shall comply with all applicable laws, industry standards, and maintain all required permits, certifications, and contemporaneous compliance records, making such records available to Customer upon request. This includes, as applicable, FDA/GMP/GDP/ISO requirements for life‑sciences and healthcare Goods and OSHA/EPA/DOT hazardous‑materials requirements for chemical Goods.

For life‑sciences or healthcare Goods, and for any other goods where Customer specifies environmental control requirements, Warehouse Operator shall maintain and continuously monitor all such controls (including temperature and humidity), retain logs, and immediately notify Customer of any deviation. For chemical Goods, Warehouse Operator shall comply with all applicable hazardous‑materials regulations, implement spill‑prevention and containment measures, and segregate incompatible chemicals to prevent cross‑contamination.

12. TERMINATION AND TRANSITION

Either party may terminate this Agreement by providing at least sixty (60) days’ prior written notice. In the event Warehouse Operator initiates termination, Customer may, acting reasonably and in good faith, extend the effective date of termination for a period not to exceed an additional sixty (60) days, as needed to secure an alternative provider for the Services. Upon termination, Warehouse Operator shall cooperate fully in the return or transfer of Goods.  Depending on the nature of the Goods, Warehouse Operator shall provide upon request, complete inventory, lot, and temperature-log records (as applicable) at hand-off and implement any Customer-directed special handling to avoid product degradation or hazardous exposure during transition.

13. CONFIDENTIALITY

Warehouse Operator shall maintain the confidentiality of all non-public information received from Customer. Confidential information includes any product specifications, formulations, batch records, stability data, environmental logs, and safety data sheets (SDS) shared by Customer, and may also include the existence of Customer’s relationship with its customers, as well as details regarding products being supplied. These obligations shall survive the expiration or termination of the parties’ relationship and remain in effect until the confidential information becomes publicly available through no fault of Warehouse Operator or Customer releases Warehouse Operator from these obligations in writing.

14. ASSIGNMENT

Warehouse Operator shall not assign, transfer, delegate, or subcontract any rights or obligations without Customer’s prior written consent. Any unauthorized assignment is void. Warehouse Operator remains fully responsible for the actions and costs of any approved subcontractor, including damages caused by their negligence. In the event of any issue involving a subcontractor, Warehouse Operator shall serve as the primary point of contact and is responsible for resolving the matter in accordance with these Terms.

15. GOVERNING LAW, DISPUTES, AND OTHER

a. These Terms shall be governed by the laws of the state of Customer’s office issuing the document linked to these Terms, without reference to its conflict of laws principles.

b. The parties shall use their best efforts to amicably resolve any dispute arising out of or relating to these Terms. Any dispute arising out of or relating to these Terms which has not been resolved by negotiation a set forth above, shall be brought by Customer in any court(s) having jurisdiction over Warehouse Operator. Any actions or proceedings by Warehouse Operator against Customer shall be brought by Warehouse Operator in the court(s) located in Customer’s office issuing the document linked to these Terms.

c. If any judicial proceedings are commenced to enforce these Terms, the prevailing party in such proceedings will be entitled to recover the reasonable attorneys’ fees, costs, and expenses incurred by the prevailing party in connection with such proceedings.

d. These Terms may not be modified, changed, or discharged, in whole or in part, except by a writing signed by authorized representatives of both parties, and they cannot be overridden or superseded by any terms or conditions of Warehouse Operator.

Last revised: January 30, 2026