These Terms & Conditions (“Terms”) govern all services provided by Elite Art Enterprises, LLC (“Elite,” “we,” “us”) to any client (“Client,” “you”) and apply to all transactions and services including, without limitation: fine art storage, handling, packing, crating, condition documentation, transportation, installation, deinstallation, courier services, and coordination with third parties (collectively, “Services”). These Terms are incorporated into all estimates, work orders, project communications, storage agreements, incoming receipts, release forms, bills of lading, invoices, and related documentation (each, a “Work Order”), unless Elite agrees otherwise in a written agreement signed by Elite.
1) Definitions
“Goods” / “Property”: All artworks and any related items handled or stored by Elite, including frames, glazing, pedestals, crates, and packing materials.
“PBO”: Packed by Owner (or Client/vendor/third party); contents and internal condition are not verified by Elite.
“PBE”: Packed by Elite.
“Premises”: Any location other than Elite’s facility where Services occur (including residences, offices, museums, galleries, job sites, loading docks).
“Contents”: Property at the Premises other than the Goods being serviced (e.g., furniture, fixtures, walls, floors, building finishes).
“Declared Value”: Value stated by Client in writing and accepted by Elite in writing.
“Section 1 Legal Liability”: Elite’s legal liability insurance section (liability framework, not “all risks” cargo).
“Section 2 Customers’ All Risks”: Optional “All Risks of physical loss or damage” coverage for customers’ property when specifically instructed by Client and accepted by Elite in writing, subject to policy terms/exclusions/limits/territory.
2) Acceptance; Order of Precedence
Client accepts these Terms by signing any Work Order or Elite documentation, tendering Goods, authorizing Services, or paying any Elite invoice.
If documents conflict, the following order controls unless Elite expressly states otherwise in writing:
- a separate written agreement signed by Elite; then
- these Terms; then
- the applicable Work Order / invoice.
3) Estimates; Scope; Change Orders
Estimates are based on information provided by Client and expected conditions. Final invoices reflect actual Services performed, including (as applicable) travel time, waiting time, site constraints, preparation, project management, and cleanup.
Changes to scope, dates, access, or instructions may increase charges and may require additional deposit or prepayment.
4) Client Responsibilities (Access, Safety, Information)
Client must provide accurate instructions, contact information, and safe working conditions, including building requirements such as COIs, elevator reservations, parking/loading arrangements, permits, and after-hours approvals.
Client must disclose hazards including unstable walls, unsafe floors, hidden utilities, pests/infestation, water intrusion, mold, asbestos, or structural issues. If Elite cannot safely perform Services, Elite may stop work; time and costs incurred remain billable.
5) Packing Status; Condition; Documentation
5.1 External vs. internal condition
Unless Elite performs a documented unpacking/inspection, Elite documents only what is reasonably observable. Internal contents and internal condition are unknown for sealed/packed items.
5.2 PBO (Packed by Owner / Third Party)
PBO items are received and/or released sealed. Elite does not verify internal contents or internal condition and is not responsible for concealed or pre-existing/internal damage not caused by Elite’s handling. Elite may document packaging condition (e.g., punctures, crushing, water staining) at intake and release.
5.3 PBE (Packed by Elite)
Elite will use commercially reasonable packing methods consistent with the agreed scope, budget, and instructions, and may document visible condition where feasible.
5.4 Right to refuse / re-pack
Elite may refuse unpacked or inadequately protected items. If Client authorizes repacking, labor and materials are billable. If Client declines, items may be stored/handled under UNKNOWN condition.
5.5 Photos
Client authorizes Elite to photograph and document Goods for inventory, operations, and claims. Elite may share documentation with Client, insurers, and vendors as reasonably necessary.
6) Storage
Elite will store Goods using commercially reasonable care. Client acknowledges fine art is subject to inherent risks and sensitivity to environment and handling.
Elite is not liable for loss/damage due to inherent vice, gradual deterioration, latent defects, pre-existing conditions, or insufficient prior packing not reasonably detectable upon external inspection.
7) Transportation; Delivery; Delays
Elite will use reasonable efforts to meet schedules but is not bound to specific delivery times unless expressly agreed in writing. Delays do not constitute breach unless explicitly stated in a signed agreement.
If delivery/release cannot be completed due to lack of access, refusal by receiving party, incorrect instructions, building restrictions, or other causes beyond Elite’s control, Elite may store, attempt redelivery, or return to origin. Additional handling, transportation, waiting time, and storage fees apply.
8) Third-Party Vendors / Subcontractors
Elite may coordinate or engage third parties (rigging, craning, specialized transport, air/ocean freight, etc.). Unless Elite expressly agrees in writing to assume carrier liability for a shipment, third parties are independent contractors and may be governed by their own terms/limits. Elite is not responsible for third-party acts/omissions except to the extent caused by Elite’s direct negligence in coordination.
Vendor coordination fee: 15% of vendor costs or Elite project management hourly billing, whichever is greater. Vendor costs must be prepaid unless Elite approves credit terms in writing.
9) Installation and Site Risks
Client is responsible for site suitability including wall structure, anchors, substrates, concealed utilities, and load-bearing capacity. Elite is not liable for damage resulting from inadequate site conditions, concealed defects, or Client-directed placement against Elite’s recommendation.
Client agrees to indemnify and hold Elite harmless for property/structural damage resulting from inadequate site preparation, hidden defects, or Client-supplied hardware/materials.
10) Limitation of Liability (Elite’s Standard Terms)
10.1 Goods
Elite’s liability for loss, damage, or theft of Goods is strictly limited to the lesser of:
- $0.60 per pound per item (based on actual weight or, if unknown, a reasonable estimate), or
- $100 per item,
unless a higher Declared Value is submitted in writing by Client, accepted in writing by Elite, and the applicable charge is paid.
This limitation applies regardless of cause, including negligence, except to the extent prohibited by law (e.g., gross negligence/willful misconduct where limits are unenforceable).
10.2 Excluded damages
Elite is not liable for consequential, incidental, special, punitive, or indirect damages, including lost profits, loss of market value, depreciation, delay damages, or emotional distress.
10.3 Items not packed by Elite
For PBO items, Elite’s responsibility is limited to external handling and packaging condition; internal contents/condition remain unknown unless Elite performed and documented an inspection.
11) Insurance Options; Section 1 Legal Liability; Section 2 Customers’ All Risks
11.1 Client’s insurance responsibility (default)
Client is responsible for maintaining its own insurance covering Goods in storage, transit, handling, and installation. Elite does not insure Goods by default.
11.2 Section 1 Legal Liability (Elite liability framework)
Elite maintains legal liability insurance (“Section 1”) for its own protection. Section 1 is not “all risks” insurance for Client property, does not increase Elite’s liability beyond these Terms, and is subject to the insurer’s terms, exclusions, conditions, limits, and deductibles. Any reference to Section 1 is informational only and does not constitute a guarantee of coverage or payment.
11.3 Optional Section 2 Customers’ All Risks (excluding earthquake)
(a) Instruction + written acceptance required. Subject to Elite having received specific written instructions from Client to insure the Goods, and only if Elite agrees in writing to accept insurance cover or responsibility, Elite may arrange “Customers’ All Risks of Physical Loss or Damage (Excluding Earthquake)” coverage under Elite’s policy (“Section 2 Coverage”) for Goods specifically identified and valued in writing by Client and accepted by Elite (typically evidenced by a Certificate or written confirmation).
(b) Attachment and termination. Section 2 Coverage attaches where and when Elite agrees to accept insurance cover or responsibility for the Goods and terminates where and when Elite agrees to terminate such responsibility or upon delivery to the final destination, as determined by Elite.
(c) Limits / locations / territories. Section 2 Coverage is subject to the policy’s terms, exclusions, conditions, territorial and sanctions restrictions, and applicable limits. In all cases, the maximum payable amount is the “sum insured” shown on the Certificate (or Elite’s written confirmation) for the specific item or shipment, and the policy terms control. Elite may decline to offer Section 2 Coverage for any shipment, destination, service, item, or time period in its sole discretion.
(d) Premiums, values, and effectiveness. Client shall pay all Section 2 premiums/charges and any administrative fees quoted by Elite. Client must provide declared values before services begin. Section 2 Coverage is not effective unless and until Elite confirms acceptance in writing (Certificate or written confirmation). If Section 2 Coverage is not requested, not accepted in writing, or is denied/limited by the insurer, Elite’s liability remains governed by these Terms, including Elite’s limitation of liability.
(e) Key exclusions (summary). Section 2 Coverage is subject to policy exclusions and conditions, including (without limitation):
- Breakage of picture glass (however, damage caused by broken glass to the insured property may be covered).
- Wear/tear, gradual deterioration, moth/insects/vermin, inherent defect, or pre-existing condition.
- Loss/damage caused by work performed during refinishing/renovating/repair/restoration/reframing processes.
- Wilful misconduct of the insured.
- War/hostilities/civil unrest; confiscation/nationalization; government seizure/destruction.
- Nuclear/radiation risks.
- Certain temperature-control failure losses unless caused by an insured peril or negligent/malicious act of Elite employees/subcontractors (as defined by the policy).
- Certain mechanical/electronic derangement unless arising from a non-excluded peril.
(f) Waiver of subrogation. Where the underwriters agree to pay under Section 2, they waive subrogation against Elite and its subcontractors, directors, officers, employees, representatives, or agents, except airlines (as stated in the policy wording).
(g) Premiums, fees, and administration. Client shall pay all Section 2 premiums/charges and any administrative fees quoted by Elite. Section 2 Coverage is not effective unless Client provides declared values and Elite accepts coverage in writing.
(h) If Section 2 is not elected or not accepted. If Section 2 Coverage is not requested, not accepted in writing, or is denied/limited by the insurer, Elite’s responsibility remains governed by these Terms, including Section 10 limitation of liability.
11.4 Declared Value vs. Section 2 Coverage
Declared Value under Elite’s standard limitation of liability (Section 10.1) is not insurance. Section 2 Coverage is insurance arranged under Elite’s policy only when elected and accepted in writing.
12) Claims Process
12.1 Notice of loss/damage
Client must provide written notice of any claim as soon as practicable and within the applicable timeframe below, and must preserve all packaging materials and provide Elite a reasonable opportunity to inspect before repair/restoration.
12.2 Standard (non-insured / Elite limited liability) claims
For claims governed solely by Elite’s limitation of liability (Section 10), written notice must be submitted within 30 calendar days of delivery/release.
12.3 Concealed damage
For damage not reasonably discoverable at delivery/release (“concealed damage”), Client must notify Elite within 5 calendar days after unpacking and retain all packing/crating materials for inspection.
12.4 Section 2 insured claims
For Section 2 Coverage claims, Client must comply with the policy requirements, including documentation, valuation support, mitigation (“sue and labor”), and any insurer timelines or forms required for Certificates.
12.5 Mandatory transportation law
To the extent any shipment is governed by a mandatory legal regime (e.g., Carmack or other applicable carriage rules), that regime controls claims timing and liability to the extent it preempts these Terms.
12.6 Account must be current
Elite may require all outstanding balances to be paid prior to processing non-insured claims. (Insurance claims under Section 2 remain subject to policy terms; Elite may still require payment of outstanding service charges.)
13) Billing; Payment; Late Fees; Rate Changes
Invoices are due within 30 days unless otherwise stated in writing. Elite may require deposits or prepayment for first time clients.
Client must notify Elite in writing of invoice disputes within 10 days of receipt. Undisputed portions remain due when due.
Elite may apply late fees and collection costs as permitted by law and Elite’s billing policy. No release/transfer of Goods occurs until all charges are paid in full.
Rate changes: Elite may modify storage rates, minimums, and ancillary fees upon written notice. Continued storage after the effective date constitutes acceptance.
14) Account Closure; Releases
Client must settle all outstanding invoices before requesting account closure or final release. A minimum of 48 hours’ notice is required to schedule final release (subject to scheduling availability). Fees may apply for retrieval, documentation, and coordination.
15) Lien; Delinquency; Disposal/Sale
Elite retains a possessory lien on all Goods in its custody for unpaid balances, including storage, labor, packing, transportation, administrative charges, and amounts advanced to third parties.
If delinquent charges are not resolved after written notice, Elite may enforce its lien and may sell, dispose of, or transfer Goods in accordance with applicable California law, including required notices and procedures. Sale proceeds will be applied to the outstanding balance; any remainder will be remitted to Client if contact can be established and if required by law.
16) Ownership; Authority; Indemnification
Client represents it is the lawful owner of the Goods or an authorized agent with full authority to engage Elite. Client agrees to defend, indemnify, and hold Elite harmless from claims and expenses (including reasonable attorney fees where permitted) arising from ownership disputes, Client instructions, Client negligence, hazardous/illegal contents, or Client breach of these Terms.
17) Force Majeure
Elite is not liable for delays, non-performance, or damage resulting from events beyond its reasonable control, including natural disasters, fire, flood, storms, pandemics, governmental actions, labor disruptions, supply chain disruptions, war/terrorism, and similar events.
18) Notices; Electronic Signatures
Notices and approvals may be provided by email unless Elite requires otherwise. Electronic signatures and confirmations are binding to the extent permitted by law.
Notices to Elite:
Elite Art Enterprises, LLC
6321 Chalet Drive, Commerce, CA 90040
billing@eliteartllc.com
19) Governing Law; Venue
These Terms are governed by the laws of the State of California. Any disputes shall be resolved in the courts located in Los Angeles County, California, unless otherwise agreed in writing by both parties.
20) Miscellaneous
Severability: If any provision is unenforceable, the remainder remains in effect.
No Waiver: Failure to enforce a provision is not a waiver.
Assignment: Client may not assign without Elite’s written consent.
Survival: Payment obligations, lien rights, limitations of liability, indemnities, and dispute provisions survive completion/termination.