Legal Documents and Notices

Welcome to the website of Delmar International Inc. (Delmar). By using our website, you agree on behalf of yourself and the entity you represent to comply with the terms and conditions of use which are set out below and by our 'Privacy Policy'. Certain areas of this site are restricted to customers or potential customers of Delmar and the use of these areas may be subject to additional terms of usage which are posted elsewhere on this website and govern particular features and applications. If you do not wish to abide by these terms and conditions, please leave this site immediately. 

Any disputes arising from the use of this site shall be governed exclusively by the laws of the province of Quebec and the applicable laws of Canada and the user expressly consents to the exclusive forum, jurisdiction and venue of the courts of the district of Montreal, Quebec. 

DISCLAIMER 

Delmar will use reasonable efforts to include accurate and up to date information on this site but makes no representations or warranties of any kind, either express or implicit, including but not limited to performance, fitness for a particular purpose, non infringement or with respect to the accuracy, currency or completeness of the information provided. As laws and regulations are continually changing and can only be interpreted in light of particular factual situations, nothing herein shall to any extent substitute for the independent investigations and business judgment of the reader. 

This site is provided as a service to its users and Delmar reserves itself the right to modify or delete its content at any time without prior notice. As you are bound by any such revisions you should therefore periodically visit this page to review the then current terms and conditions. 

The information on this site is intended to provide general information and guidance (on matters of interest) for the reader. The content herein should not be interpreted as providing a professional opinion or advice. As such it should not be used as a substitute for consultation. For detailed information specific to your situation and requirements, please contact a Delmar representative. 

Delmar or any of its affiliates, directors, officers, employees or other representatives will not be liable for any damages or injuries resulting from access to or inability to access or reliance upon information provided on this website. Nor will Delmar be liable for any direct, incidental, consequential, indirect, punitive or other damages arising out of your use of this website or any errors or omissions in the content thereof, including, without limitation, lost profits, business interruption and loss of programs or other data. 

Delmar shall not be liable for any damages resulting from or caused by any part of the content of this website and, specifically with respect to "DelTrac" or other shipment tracking services and their use, assumes no liability for any monetary or other damages that may be caused or may be alleged to have arisen by or through any failure of performance, error, omission, interruption, deletion, defect or delay in operation or transmission related thereto. 

STATUS OF LINKS 

For your convenience and information, we have provided you with links to other websites. Delmar declines all responsibility for the content of any such other site(s) and makes no representations, warranty or assurance regarding the comprehensiveness, currency or accuracy of their content. When you decide to leave this site and access a third-party site, you do so with full knowledge of this fact and agree to assume the risks inherent in doing so. 

USE OF SITE 

You may view and download the information on this site only for your own personal, non-commercial or educational use. Any other use, modification or duplication of this website or its contents in whole or in part, without the prior written permission of Delmar is prohibited and then only in such a way that the source and intellectual property rights are acknowledged. For permission to reproduce any contents of this website for any public or commercial purpose, please e-mail us at [email protected] 

This site is protected by copyright. Therefore, you may not post, upload, publish, reproduce, transmit or otherwise distribute information or other material on it without first obtaining permission of the copyright holder. You may not otherwise use this site in a manner which is contrary to law or etiquette or which would adversely impact use of the site by others. 

COPYRIGHT 

The material contained in this website is protected by the copyright laws of Canada and international law. It is owned by Delmar together with any other intellectual property in such material, unless otherwise indicated. All rights reserved. 

These Terms of Use were last updated on November 24th, 2023. 

Effective Date: July 24th, 2024 

Last update: September 11, 2024 

CONTEXT 

Delmar International inc. (“Delmar”, “Organization”, “We”, “Us”, “Our”) attaches great importance to protecting the personal information and privacy of its customers, visitors and business partners (“Users”). In the course of our activities and interactions with the user, we collect, use and may communicate personal information. In particular, we do so to provide our services, to improve our offering, to protect the rights and information of our Organization and all of our partners, including our customers, and for the other purposes set forth in this Privacy Notice (the “Notice”) 

This Notice is intended to inform about:  

• how we collect, use, hold and communicate personal information; 

• the governance policies and practices we have in place to protect this information; and 

• users’ choices and rights in regard to personal information; 

If a person or user has any questions, please contact us as indicated below.  Our Personal Information Governance Policy describes some of our personal information management and protection practices in greater detail.  

HANDLING OF PERSONAL INFORMATION 

What we consider to be personal information 

Personal information is any information that allows a person or user to be identified directly or indirectly (for example, by associating it with other information). 

The objectives we pursue through collection 

We collect personal information mainly to manage our operations and to provide our customers with products and services they request. We may also use personal information for marketing purposes.   

Information we collect, use and may communicate 

Below is a summary of the categories of information we may collect, some of which may be considered personal information.  

Identification information. This information includes name, e-mail address, telephone number, username and physical address. 

Health information. This information includes, but is not limited to, birth, weight, sex, health history. 

Financial or payment information. This information may include, but is not limited to, salary information, credit history, credit or debit cards, checks, PayPal or other similar payment accounts or gift cards. 

Demographic information. This information may include age, ethnic origin, nationality, place of residence and any other demographic information the user may choose to provide. 

Business information. This information includes, but is not limited to, details of products or services purchased, preferred products or services and submitted comments. 

Account information. When an account is created on our websites, we collect the information provided to us to register the account, such as username, password and other account information. 

Technical or technological information. We may collect information about the device used to access our services, including IP (Internet Protocol) address and other related information, such as the type of browser and operating system used.  

Browsing and usage information. We may collect information about how users interact with our website, including what they view and the actions and steps they take when using our services. We may also track the pages and websites visited before and after the user visits our website. 

Content generated by users. We may collect information or content users provide through our website or other forms of communication. 

In-location WIFI. When accessing our in-location WIFI, we may collect information about the destination URLs a user visits when using our WIFI. 

Video and audio recordings. We may capture a person or user’s image using CCTV services deployed in our offices, parking lots, warehouses and other facilities. We may capture audio recordings of them when interacting with our customer care associates. 

How we collect information 

We collect information directly from a person or user. Here are some examples of when we collect information. Please note that this list is not intended to be exhaustive: 

When a person or user utilizes one of our services. For example: 

• When they submit a question through our website; 

• When they create an account; 

• When they purchase our services; 

• When they enter a sweepstakes, contest, promotion, program or other similar offer or service; 

• When they share content through our website or as part of social media interactions on third-party websites such as Facebook, Twitter, Instagram, You Tube, etc.; 

• When they submit an employment application; 

Through cookies and similar technologies. We use cookies and similar technologies (collectively referred to as “Cookies”) that may collect information when users visit our website. These technologies may allow for identification, location and profiling.  

We may also use the services of third parties (e.g., web companies or social media platforms) that use certain technologies to analyze user’s browsing behaviour as they visit our website. 

Examples of technologies we use are: 

• Pixels (some examples: Linkedin, Facebook, Salesforce); 

• Web analytics; 

• 1st and 3rd party cookies; 

If a user has consented to their use, we and/or our third-party partners may use nonessential Cookies. 

How to manage Cookies. Except for strictly necessary Cookies, we will only place Cookies on devices having obtained consent. At the end of each Cookie’s retention period, consent will again be obtained. 

Users may delete or disable some of these Cookies via their browser’s Cookies settings. Please note that disabling, blocking or deleting some of these technologies may affect the functionality of certain features on our website.  

For more information on how to manage and/or disable nonessential Cookies, please visit  

• https://allaboutcookies.org/ and 

• https://optout.aboutads.info/?c=3&lang=en. 

We collect information from other sources or third parties. In the course of providing our services and operating our business, we may collect information from various third parties. For example, we collect information from: 

• transport or shipping companies; 

• marketing companies that help us understand consumer interests and trends; 

• social media platforms; 

• mail service providers; 

• our vendors and suppliers of products or services; 

• companies that help us process payments; 

• service providers who act on our behalf and collect information; 

• financial institutions and other companies that help provide or support financial products and services; 

• security and fraud prevention providers; 

Social media. When users access our content through websites, plug-ins and applications linked to social networks, they may allow us to access certain information relating to the accounts they use on these social media platforms (in particular, their name, username, e-mail address or telephone number). This depends in particular on the settings of social media platforms. Their interactions with social media platforms are governed by their respective terms of service and privacy policies. We invite users to consult these documents. We are not responsible for the protection of information collected through users’ interactions with third-party websites. 

The information we collect from these sources may have been anonymized and will not identify users directly or indirectly. 

Who has access to information  

Within our organization, the human resources and payroll divisions and their respective staff have access to personal information, as well as staff responsible for providing our services to our customers. 

Outside our organization, business partners and their respective staff may have access to personal information.   

WE RESPECT USERS’ CONSENT 

We will respect the purposes for which we have collected personal information. The user’s consent is valid for as long as necessary to fulfill those purposes. If we wish to use or communicate personal information for other purposes, we will seek consent, except as permitted by law. 

WE MAY SHARE PERSONAL INFORMATION WITH OTHER INDIVIDUALS AND ORGANIZATIONS 

To whom we may communicate personal information 

We may communicate personal information to other persons or organizations if this is necessary to achieve the purposes for which it was collected or if we are permitted to do so by law. The type of information communicated will depend on the situation. 

We may communicate personal information outside Quebec 

We maintain servers around the world and personal information may be stored on servers located outside of the country of residence. Data protection laws vary among countries, but regardless of where personal information is stored, we apply the same protections described in this policy.  

Before we communicate any personal information, we take steps to protect it.  

HOW WE PROTECT PERSONAL INFORMATION 

We limit access to personal information 

We have established the roles and responsibilities of our employees throughout the cycle of handling personal information, from collection to destruction. In particular, only those employees who require accessing personal information to perform their duties have access to it and they are required to respect confidentiality and security practices. 

We implement robust security measures 

We have implemented several measures to protect personal information against loss, theft and unauthorized access, use or communication. These measures are adapted to the volume and sensitivity of the information, the purposes for which it is used and the format in which it is stored. They include physical, technological, and organizational measures. 

We encourage users to exercise caution when using the Internet and to choose secure passwords where appropriate. Despite our best efforts, we cannot promise that use of our website or applications will be completely secure.  

We destroy personal information once we have fulfilled our obligations. 

We retain personal information for as long as necessary to fulfill the purposes for which it was collected. In all cases, we may be required to retain certain personal information to meet our legal obligations.  

As long as we retain personal information, we will continue to protect it and ensure its confidentiality. We destroy personal information permanently and securely. 

USERS’ RIGHTS 

Withdraw consent 

Persons or users may request to withdraw their consent to the use, communication and retention of their personal information.  

Withdrawal of a user’s consent may result in our inability to continue providing them with a service or product  that requires such consent. Occasionally, withdrawal of the user’s consent is not an option when the use of their personal information is obligatory or necessary.  

Access and correction of personal information 

Users have rights over their personal information. For instance, they can request access to their personal information, to correct, update, or request its deletion. 

We do our best to keep personal information accurate, complete and up to date when we use it. We rely on the user to let us know when this information changes. 

Steps involved in processing a request: 

• Send a written request to our Privacy Officer. The contact information can be found at the end of this policy; 

• We process all requests in accordance with the procedure indicated in our Personal Information Governance Policy, typically within 30 days of receiving it; 

• We will reply, either approving or refusing the request in writing. Refusals will always be justified. 

QUESTIONS, COMPLAINTS OR COMMENTS? 

We have appointed a Privacy Officer. This person ensures that we comply with the rules described in this policy and in the law. Users can contact our Privacy Officer at: [email protected] 

Effective Date: July 25, 2024 

Last update: September 11, 2024 

CONTEXT 

Delmar International Inc. (“Delmar”, “Organization”, “We”, “Us”, “Our”) values and respects privacy and recognizes that it must maintain and use personal information responsibly. This Personal Information Governance Policy (“Policy“) applies to interactions with Delmar and aims at demonstrating our firm commitment to privacy and the security of personal information. 

Any changes to this policy will be posted on our website. Our Privacy Notice should be reviewed to get a full understanding of our practices. 

This Policy is intended to inform about:  

• Delmar practices in regard to the collection, use, holding and communication of personal information; 

• The framework followed for the keeping and destruction of personal information; 

• The roles and responsibilities of Delmar personnel throughout the life cycle of personal information; 

• The process for dealing with complaints regarding the protection of personal information. 

DEFINING PERSONAL INFORMATION 

For the purposes of this Policy, personal Information is information that identifies, directly or indirectly, or could be reasonably associated with, an individual. It could be a name, address, e-mail address, telephone number, etc. 

COLLECTION OF PERSONAL INFORMATION  

We collect information when we have a valid reason to do so. The collection is limited to that which is necessary to fulfill the purpose for which it is collected. 

Generally, we collect personal information directly from users. Some examples of direct collection of personal information are: (a) contacting us or signing up to our marketing communications, (b) communicating with us by telephone, e-mail or otherwise, (c) setting up a user account and password, (d) logging in as a registered user and providing information in an account (e) filling out an employment application. 

We may collect personal information from third parties. This collection through third parties may be necessary to use certain services, or to otherwise do business with us.  

In the event that such information is not collected directly from a user, the latter may request the source of the information collected by us. 

UTILIZATION OF PERSONAL INFORMATION  

We only use personal information for the purposes generally identified herein or for any other purposes provided at the time of collection. When required, we will obtain user consent to use the information.  

We ensure that the information we hold is current and accurate at the time we use it to make a decision that concerns the user. 

OUR PURPOSES WHEN COLLECTING, USING AND HOLDING PERSONAL INFORMATION 

We hold and use personal information for the following limited and specific purposes: 

Providing our services. We use and hold personal information in order to provide our services, such as 

• Verifying individual’s identity; 

• Taking, verifying or updating instructions; 

• Determining eligibility for a product, service or other; 

• Administering accounts, fulfilling requests and responding to inquiries.  

Managing and developing our operations. We use and hold personal information to manage our operations, for instance 

• Deploying and managing our information technology applications and systems, including managing our website; 

• Notifying individuals of changes to our services, terms, conditions or policies and providing with administrative messages, updates, legal notices, technical notices or security alerts; 

• Processing employment applications; 

• Meeting our contractual, legal and regulatory obligations; 

• Protecting ourselves and third parties from errors and fraud; 

Marketing. If a person or user has consented to receive such information, we may use their personal information for marketing purposes.  

If a person or user no longer wishes to receive this type of communication, they must let us know by following the directions provided to unsubscribe in our communications, or by contacting us as indicated in the section “Requests and Complaints Handling Process” below.  

We may continue to communicate with a person or user to provide them with important information unrelated to marketing, for instance information about their account or services. 

Conducting research and analytics. We may use personal information in order to conduct research and data analytics for the following purposes: 

• Understanding our customers’ interests and priorities and tailoring our offering; 

• Improving or developing new services; 

• Measuring the effectiveness of our services, events, activities, and marketing;  

• Understanding how visitors interact with our website and improve its performance; 

We may use personal information for secondary purposes or for any other purposes to which users may have consented. 

COMMUNICATION OF PERSONAL INFORMATION 

We will not communicate personal information to any third party without prior consent, unless permitted or required by law or as necessary for the purposes provided upon collection. 

We may communicate personal information to third parties for processing on our behalf. In such cases, we have written contracts with these partners, ensuring the protection of the users’ privacy and the security of personal information.  

THIRD PARTIES & THIRD-PARTY WEBSITES; COOKIES AND OTHER TRACKING TECHNOLOGIES 

This Policy applies only to personal information collected, used, held, communicated or otherwise processed by or on behalf of our Organization. We may include links or plug-ins in our website to third-party sites or services that we do not control, for example, links to Facebook, LinkedIn, Instagram or YouTube. Such third-party organizations follow their own practices and we encourage users to review their privacy policies.  

It may be possible for us to access information on users’ use of these links and plug-ins. We may also obtain and use analytical and statistical information from third parties to help us measure performance and effectiveness of content we display. 

Please consult our Privacy Notice for information on our use of cookies and other tracking technologies 

STORAGE OF PERSONAL INFORMATION 

Our physical records are typically kept at our corporate headquarters in Montréal, Québec. Electronic records are maintained on servers and storage devices situated across and outside of Canada.  

Some of our service providers may access, use or store personal information outside of the province or territory, or outside of Canada. The laws of those other places will then apply to that information, including laws that may permit or require communicating personal information to government, courts and law enforcement. 

For any additional questions concerning this, please contact us at the e-mail address provided in the “Requests and Complaints Handling Process” section of this Policy. 

PROTECTION OF PERSONAL INFORMATION 

We strive to apply the necessary and appropriate security measures to ensure the safekeeping of personal information under our protection. In doing so, we follow generally accepted industry standards.  

For more information on our practices or if there is a concern that personal information has been compromised, please contact our Privacy Officer at the e-mail address specified in the “Requests and Complaints Handling Process” section of this policy. 

We limit access to personal information 

We have established the roles and responsibilities and access rights of our personnel throughout the cycle of handling personal information, from collection to destruction.  

The following types of employees may have access to personal information in the course of their ordinary duties: 

• Administrative personnel like Human Resources and Payroll; 

• Customer service agents; 

Our employees are responsible for the confidentiality of all personal information to which they have access. As a condition of employment, all employees are subject to confidentiality agreements, which remain applicable if they leave our Organization. 

Employees exposed to or having access to personal information are expected to be familiar with our practices with and comply with this Policy as well as related documents. Supervisors have an added responsibility of enforcing this Policy. Failure to comply with this Policy may result in administrative or disciplinary action. 

We implement robust security measures 

We have implemented several types of measures to protect personal information against loss, theft and unauthorized access, use or communication. These measures are adapted to the volume and sensitivity of the information, the purposes for which it is used and the format in which it is stored. They include:  

Physical measures like the use of secure locks on filing cabinets and doors, and restricted access to our information processing and storage areas. 

Technological measures like encryption, firewalls, passwords; antivirus software; Secure Sockets Layer (SSL) technology to protect information transmitted over the Internet. 

Administrative and organizational measures like having a Privacy Officer, tasked with overseeing our compliance with laws and regulations; the adoption of policies governing the protection of personal information throughout its life cycle; employee training on privacy, confidentiality and information security. 

We limit the retention of personal information and securely destroy it. 

Unless a minimum retention period is required by applicable law, we will retain personal information only as long as necessary for the fulfillment of the purposes for which it was collected.  

In many cases, even if the user no longer has a relationship with us, we must retain their personal information for a certain period to meet our legal obligations. For as long as we hold personal information, we will continue to protect it and ensure its confidentiality. 

Once the required retention period has elapsed, we destroy personal information permanently and securely. 

RIGHTS REGARDING PERSONAL INFORMATION 

Subject to certain legal and contractual restrictions, any person or user has 

• The right to access their personal information collected by us; 

• The right to request correction of inaccurate information; 

• The right to withdraw their consent; 

• The right to request the deletion of their personal information; 

• The right to have their e-mail address removed from our newsletter mailing list; 

They may also ask us 

• What personal information we collect from third parties; 

• Who has access to it within our Organization; 

• How long we keep their information; 

They may have other rights in relation to their personal information, such as the right to portability.  

EXERCISING A PERSON / USERS’ RIGHTS 

To exercise their rights, users are to contact us at the e-mail address specified in the “Requests and Complaints Handling Process” section. It is their responsibility to provide accurate, correct and complete information.  

A person or user can also contact our Privacy Officer for any questions about this Policy and to make any complaint in relation to it, as well as our privacy practices in general. Please refer to the following section.  

REQUESTS AND COMPLAINTS HANDLING PROCESS 

Applicable procedure 

Any person or user who wishes to make a request and/or complaint regarding the application of this Policy or, more generally, regarding the protection of their personal information by our Organization, must do so in writing to our Privacy Officer, at the following e-mail address: [email protected] 

They will be asked to provide their name, contact information, including a telephone number, and the subject matter and reasons for the request or complaint in sufficient detail to allow us to assess it. If the request or complaint is not specific enough, we may request additional information deemed necessary to assess the complaint. 

Handling of requests and complaints 

We are committed to treating all complaints received in a confidential manner. 

Within 30 days of receipt of the request or complaint or receipt of any additional information deemed necessary and required by our Privacy Officer to process the complaint, we will assess and provide a written response to the request and/or complainant by e-mail or otherwise when required. We will provide reasons where necessary, in particular in the case of a refusal to grant a request for access, modification or destruction of personal information. 

If the request and/or complaint cannot be processed within this period, the concerned individuals will be informed of the reasons for the extension, the status of the complaint and the reasonable time required to provide a response. 

We maintain a separate file for each request and/or complaint received. Each file contains the request, the analysis and documentation supporting its assessment, and the response sent to the person who filed it. 

A person or user may also file a complaint with the Commission d’accès à l’information du Québec or any other privacy oversight body responsible for the application of the law concerned by the subject of the complaint. However, we invite any interested person to first contact our Privacy Officer and wait for the end of the handling process before contacting any privacy oversight body. 

APPROVAL AND CONTACT 

This policy is approved by Delmar’s Privacy Officer: [email protected]. 

1. SCHEDULE A: CANADIAN SOCIETY OF CUSTOMS BROKERS (09-2016) STANDARD TRADING CONDITIONS 

   These are the Standard Trading Conditions which govern the business practices of members of the Canadian Society of Customs Brokers. By signing the Agency Agreement and Power of Attorney, each of the Client and the Customs Broker agree to be bound by the Agency Agreement and Power of Attorney as well as these Standard Trading Conditions attached to the Agency Agreement and Power of Attorney unless or until a party advises the other party in writing to the contrary subject to the provisions of Section 8 of these Standard Trading Conditions.

   1. Definitions

   "Agency Agreement and Power of Attorney" means that Canadian Society of Customs Brokers Continuous General Agency Agreement and Power of Attorney with Power to Appoint a Sub-Agent (to which these Standard Trading Conditions are attached) signed by the Client to appoint the Customs Broker as its agent and attorney in connection with the services described therein. 

   "Applicable Laws" has the meaning set out in Section 6(a). 

   "Canadian Government Agencies and Departments" or “CGAD” means the Canada Border Services Agency, any other department or agency, and successor department or agency thereof, of the Government of Canada or any Province thereof having jurisdiction over the import and export of goods into and from Canada. 

   "Client" means that individual, partnership, association, entity or corporation at whose request or on whose behalf, either directly or indirectly, the Customs Broker undertakes any business or provides advice, information or services, and who is named as the Client in the Agency Agreement and Power of Attorney. 

   "Customs Broker" means that individual, partnership, entity or corporation licensed by the Canada Border Services Agency, or other authorized body, to engage in the business of a customs broker and who is named as the Customs Broker in the Agency Agreement and Power of Attorney. 

   "Disbursements" means any payment made by the Customs Broker, on behalf of the Client, for any product or service rendered in connection with the facilitation of the import and export of goods, including but not limited to Government Charges, and any additional taxes, freight, storage, penalties, interest, fines and any other amounts, charges or payments, including, without limitation, payments for goods on COD shipments made by the Customs Broker on behalf of the Client. 

   "Disbursement Fees" means those fees charged by the Customs Broker to the Client in connection with arranging, making and/or managing Disbursements. 

   "Fees" has the meaning set out in Section 2(a), and includes, without limitation, Disbursement Fees. 

   "Government Charges" means those duties, taxes, penalties, interest, fines or other charges or amounts charged or levied by CGAD or other applicable governmental authority on imported or exported goods including, without limitation, goods imported into Canada, exported from Canada or reported or released or to be reported or released under the Customs Act, the Customs Tariff, the Excise Act, the Excise Tax Act, the Special Import Measures Act and/or any other Applicable Laws relating to customs, import and/or export. 

   "Losses" means losses, damages, delays, costs, injuries, fees (including without limitation legal fees and expenses), liabilities, expenses, actions, suits, proceedings, demands and claims of any kind or nature whatsoever. 

   "Services" means those customs broker services described in Annex 1 which are required by the Client and agreed to be provided by the Customs Broker. 

   “Sub-Agent” means that person to whom a license to transact business as a customs broker has been issued under the Customs Act and who the Customs Broker may retain as its own agent in connection with the Services, or part thereof, that the Customs Broker performs for the Client.

   2. Fees and Disbursements

   The fees for Services shall be in accordance with the fee schedule as agreed upon between the Client and the Customs Broker, as amended from time to time (the “Fees”). 

   (a) Disbursements incurred by the Customs Broker on behalf of the Client shall be reimbursed to the Customs Broker by the Client.

   3. Invoicing and Payment

   The Customs Broker shall issue invoices to the Client for all Fees and Disbursements pertaining to the Services. 

   (a) Promptly upon receipt of invoices hereunder, the Client shall pay to the Customs Broker, in cash or by other immediately available and irrevocable funds delivery as agreed to by the Customs Broker, as and when due in 

   accordance herewith, all Fees and Disbursements for the Services without any reduction, deduction, set-off or deferment on account of any claim or counterclaim whatsoever. 

   (b) Interest on all late payments shall be charged and paid at a rate equal to the prime lending rate set by the Bank of Canada plus 5% per annum, as it fluctuates from time to time, which interest shall be calculated and charged commencing 14 days after the relevant invoice date unless otherwise agreed to in writing by the parties. 

   (c) To the extent the Customs Broker owes any amounts to the Client, the Customs Broker may set-off that amount owing to the Client as against any amount the Client owes the Customs Broker.

   4. Advancement of Funds

   (a) Upon request by the Customs Broker, the Client shall, prior to the Customs Broker’s release of any shipment of goods imported by the Client, promptly provide to the Customs Broker sufficient funds to enable the Customs Broker to pay on behalf of the Client all Disbursements that are estimated by the Customs Broker to be payable in connection with such shipment. 

   (b) If, at any time, the Customs Broker or CGAD determines that additional funds are required with respect to goods imported by the Client, the Client shall upon demand of either the Customs Broker or CGAD promptly advance such additional funds to the Customs Broker. 

   (c) If, after payment of Disbursements by the Customs Broker concerning the goods imported by the Client, any balance of funds remains outstanding to the credit of the Client, the Customs Broker shall promptly return to the Client any remaining balance of funds, 

   1. unless otherwise instructed by the Client; or
   2. unless there are past due accounts owing by the Client to the Customs Broker in which case the Customs Broker may, on notice to the Client, pay its outstanding Fees and/or Disbursements (or part thereof) from the said remaining balance of funds.

   (d) If the Client fails to advance funds to the Customs Broker when requested by the Customs Broker or CGAD, the Customs Broker shall have no obligation to render or perform any Services for or on behalf of the Client, and the Client shall be responsible, and reimburse, defend, indemnify and hold harmless the Customs Broker, for all Losses in connection therewith.

   5. Duties and Responsibilities of the Client

   (a) The Client shall: 

   1. promptly provide to the Customs Broker all information necessary for the Customs Broker to provide the Services including, without limitation, all information required to complete CGAD’s documentation and/or furnish required data to CGAD or other applicable governmental authorities;
   2. promptly review all documentation and/or data and notify the Customs Broker of any inaccuracies, errors or omissions found therein; and
   3. reimburse, defend, indemnify and save harmless the Customs Broker with respect to each matter set out in Section 5(c) and against any and all Losses which result from or arise in connection with inaccuracies, mistakes or omissions in the information and documentation provided to the Customs Broker by the Client or its employees, representatives and/or agents and relied upon by the Customs Broker and/or its own Sub-Agents.

   (b) The Client warrants that (i) it is the importer, exporter and/or owner of the goods (as applicable) for which it has retained the Services of the Customs Broker; (ii) it has full power and authority to retain and appoint as agent and attorney and authorize and instruct the Customs Broker including, without limitation, as set out in the Agency Agreement and Power of Attorney; and (iii) all information provided to the Customs Broker is complete, true and accurate. The Client acknowledges that the Customs Broker is relying on such information to provide the Services. 

   (c) The Client is solely liable and responsible for each and all of: 

   1. Disbursements made by the Customs Broker on behalf of the Client;
   2. Government Charges; and
   3. Losses incurred or sustained by the Customs Broker in relation to the provision of Services to the Client.

   6. Duties and Responsibilities of the Customs Broker

   (a) The Customs Broker shall at all times provide Services in a timely and professional manner in accordance with the generally accepted standards of the Canadian customs brokerage industry and in compliance with all applicable laws and regulations of Canada and any applicable Province, Territory and municipality thereof (“Applicable Laws”). 

   (b) All information pertaining to the Client is, and shall be kept, confidential by the Customs Broker, its Sub-Agents and service providers, if applicable, and shall only be released to CGAD or other applicable government, police or official investigation authorities, if and as (i) required by Applicable Laws or order of a body, agency or court of competent jurisdiction and authority; and/or (ii) directed or authorized by written instructions from the Client to the Customs Broker to release confidential information, or any part thereof, to third parties. 

   (c) The Customs Broker shall take all reasonable steps to provide the Services in accordance with the instructions from the Client, provided however, that if in the Customs Broker’s judgment it is in the Client’s interest to depart from the Client's instructions, the Customs Broker is hereby instructed and directed to do so and shall be reimbursed, defended, indemnified and saved harmless by the Client for all Losses incurred in so doing. 

   (d) The Customs Broker shall provide to the Client in respect of each transaction or summary accounting made on the Client's behalf a copy of the accounting documents and data pertaining thereto. 

   (e) The Customs Broker shall promptly account to the Client for funds received by the Customs Broker to the extent that these funds are: 

   1. for the credit of the Client from the Receiver General for Canada or other applicable government authorities; or
   2. from the Client by way of advances provided in Section 4 in excess of the Disbursements payable in respect of the Client or the Client's business.

   (f) The Customs Broker shall not be liable for any Losses resulting from or caused in any part by (i) the Customs Broker’s negligence, misconduct or breach or for anything which it may do or refrain from doing; (ii) any act of God, unavoidable delay or event, or other act or cause beyond the reasonable control of the Customs Broker; or (iii) the Customs Broker’s failure to provide the Services as a result of or due to the operation of the Applicable Laws, or the applicable laws of any other country that affects the Services, or a change in the policies of CGAD or other applicable governmental authorities. 

   (g) The Customs Broker shall use its commercially reasonable efforts, in accordance with industry standards, to advise the Client on matters referred to the Customs Broker. The Client (i) acknowledges that the Customs Broker has given no assurances, representations or warranties to the Client regarding the outcome of these matters, and (ii) understands that there is no guarantee of any specific results from the Services.

   7. Limitation of Liability

   Neither the Customs Broker nor the Client will be liable for any consequential, special, incidental, indirect, punitive or exemplary damages resulting from these Standard Trading Conditions, the Agency Agreement and Power of Attorney, any act of God, ‘force majeure’ or unavoidable delay, or event beyond the reasonable control of the affected party. In addition, the Customs Broker shall not be liable for any loss of profit, loss of revenue, loss of use or other like damages or losses, or damages arising in tort, whether or not known or contemplated, in connection with the Services, these Standard Trading Conditions and/or the Agency Agreement and Power of Attorney.

   8. Termination

   In the event that the Agency Agreement and Power of Attorney is terminated and there are any outstanding matters pertaining to the Client for which the Customs Broker has been engaged by the Client and for which the Customs Broker remains liable to make payment, the Agency Agreement and Power of Attorney (with these Standard Trading Conditions) shall continue in force with respect to such matters until such matters are concluded and payment by the Client to the Customs Broker of such funds as may be required to satisfy all outstanding payment obligations and liabilities of the (a) Customs Broker to CGAD and/or others and (b) Client to Customs Broker, CGAD and/or others (including all Fees and Disbursements), has been made by the Client.

   9. Governing Law

   These Standard Trading Conditions are governed by the laws of the Province or Territory in Canada within which the Customs Broker has its principal place of business, and the federal laws of Canada applicable therein, and the Client hereby irrevocably attorns to the courts of such Province or Territory. The Agency Agreement and Power of Attorney, together with these Standard Trading Conditions, enure to the benefit of and are binding upon the parties and their respective executors, administrators, successors and assigns. 

   The parties agree that where they have used electronic communications in whole or in part to transact any business, those communications will be given legal effect in accordance with the provisions of the Uniform Electronic Commerce Act (or successor legislation) as approved by the Uniform Law Conference of Canada or enacted by the federal or provincial legislatures, as applicable.

   10. Severability

   Each provision of these Standard Trading Conditions is and shall be deemed to be separate and severable and if any provision or part thereof is held for any reason to be unenforceable, the remainder of these Standard Trading Conditions shall remain in full force and effect. 

   Annex 1 

   Customs Broker Services 

   The Customs Broker will provide to the Client import and export services, and ancillary services related thereto, when requested by the Client and accepted by the Customs Broker. These may include, as selected by the Client: 

   (i) assisting the Client in the preparation of information required by CGAD with respect to trade-related matters including, without limitation, the importation of goods into Canada by the Client or the exportation of goods from Canada by the Client; 

   (ii) presenting information, by any acceptable means, on behalf of the Client to CGAD required to report, release and/or account for the Client's goods including information as may be required for in-bond transportation within Canada; 

   (iii) arranging for, managing, making and/or paying any requisite Government Charges and/or Disbursements by or on behalf of the Client and obtaining release of goods from CGAD; 

   (iv) making arrangements for delivery of the goods; 

   (v) assisting the Client in preparing and presenting information required by domestic and foreign jurisdictions including, without limitation, CGAD and other applicable government authorities with respect to trade-related matters and/or goods imported into or exported from Canada by the Client; 

   (vi) providing information and advice concerning the relevant laws and regulations pertaining to trade-related matters and/or the import into Canada and the export from Canada of the Client's goods; 

   (vii) providing advice on tariff classification, value for duty, origin and any other relevant federal or provincial customs requirements; 

   (viii) providing advice on federal and provincial tax implications, payment options and any other tax requirements concerning the Client's imported goods; 

   (ix) providing advice concerning Government Charges, refunds, drawbacks, and remissions, as well as appeals of tariff classification or value for duty decisions of CGAD; 

   (x) preparing and filing refunds, appeals, drawbacks and remission applications; 

   (xi) providing consulting, advice, information and assistance to the Client on matters pertaining to the seizure, detention, and forfeiture of goods; and 

   (xii) providing consulting, advice, information and assistance on all other matters necessary and incidental to the foregoing Services; 

   in each case, all the foregoing at and subject to the instructions of and on behalf of the Client. 

NCBFAA Terms & Conditions of Service 

These terms and conditions of service constitute a legally binding contract between the "Company" and the "Customer". In the event the Company renders services and issues a document containing Terms and Conditions governing such services, the Terms and Conditions set forth in such other document(s) shall govern those services. 

1. Definitions. "Company" shall mean Delmar International Inc., its subsidiaries, related companies, agents and/or representatives;

(a)       "Customer" shall mean the person for which the Company is rendering service, as well as its principals, agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper's agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives; 

(b)       "Documentation" shall mean all information received directly or indirectly from Customer, whether in paper or electronic form; 

(c)       "Ocean Transportation Intermediaries" ("OTI") shall include an "ocean freight forwarder" and a "non-vessel operating carrier"; 

(d)       "Third parties" shall include, but not be limited to, the following: "carriers, truckmen, cartmen, lightermen, forwarders, OTIs, customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise". 

2. Company as agent. The Company acts as the "agent" of the Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export and security documentation on behalf of the Customer and other dealings with Government Agencies, or for arranging for transportation services, both domestically and internationally, or other logistics services in any capacity other than as a carrier. 

3. Limitation of Actions.

(a)  Unless subject to a specific statute or international convention, all claims against the Company for a potential or actual loss, must be made in writing and received by the Company, within seven (7) days of the event giving rise to claim; the failure to give the Company timely notice shall be a complete defense to any suit or action commenced by Customer. 

(b)  All suits against Company must be filed and properly served on Company as follows: 

(i)   For claims arising out of ocean transportation, within one (1) year from the date of the loss; 

(ii)  For claims arising out of brokering domestic motor carrier transportation, within one (1) year from the date of loss; 

(iii) For claims arising out of air transportation, within one (1) year from the date of the loss; 

(iv) For claims arising out of the preparation and/or submission of an import entry(s), 180 days from the date of liquidation of the entry(s); 

(v)  For any and all other claims of any other type, within one (1) year from the date of the loss or damage. 

4. No Liability for The Selection or Services of Third Parties and/or Routes. Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, Company shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and  delivery  of the  shipment; advice by the Company that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that the Company warrants or represents that such person or firm  will render such services nor does Company assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in  the  custody or  control of a third party or  the agent of a  third party; all claims in connection with the Act of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, the Company shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the Company.
5. Quotations Not Binding. Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company to  the Customer are for informational  purposes only and are subject to change without notice; no quotation shall be binding upon the Company unless the parties in writing agree to the handling or transportation of the shipment at a specific rate or amount set forth in  the quotation and payment arrangements for handling or transportation of the shipment are agreed to between the Company and the Customer. 

6. Reliance on Information Furnished.

(a)       Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with U.S. Customs & Border Protection, other Government  Agency and/or third parties, and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration or other submission filed on Customers behalf; 

(b)     In preparing and submitting customs entries, export declarations, applications, security filings, documentation, delivery orders and/or other required data, the Company relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to ensure the correctness of all such information  and shall indemnify and hold the Company harmless from any and all claims asserted and/or liability or losses suffered by reason of the Customer's failure to disclose information or any incorrect, incomplete or false statement by the Customer or its agent, representative or contractor upon which the Company reasonably relied. The Customer agrees that the Customer has an affirmative non-delegable duty to disclose any and all information required to import, export or enter the goods. 

(c)       Customer acknowledges that it is required to provide verified weights obtained on calibrated, certified equipment of all cargo that is  to be tendered to steamship lines and represents that Company   is entitled to rely on the accuracy of such weights and to counter -sign or endorse it as agent of Customer in order to provide the certified weight to the steamship lines. The Customer agrees that it shall indemnify and hold the Company harmless from any and all claims, losses, penalties or other costs resulting from any incorrect or questionable statements of the weight provided by the Customer or its agent or contractor on which the Company relies. 

(d)       Customer acknowledges that it is required to advise Company in  advance of its intention to  tender hazardous material goods and that it will otherwise comply with all federal and international hazardous material regulations. 

7. Declaring Higher Value to Third Parties. Third parties to whom the goods are entrusted may limit liability for loss or damage; the Company will request excess valuation coverage only upon specific written instructions from the Customer, which must agree to pay any charges therefore; in the absence of written instructions or the refusal of the third party to agree to a higher declared value, at Company's discretion, the goods may be tendered to the third party, subject to the terms of the third party's limitations of liability and/or terms and conditions of service.
8. Insurance. Unless requested to do so in writing and confirmed to Customer in writing, Company is under no obligation to procure insurance on Customer's behalf; in all cases, Customer shall pay all premiums and  costs in connection with procuring requested
9. Disclaimers; Limitation of Liability.

(a)       Except as specifically set forth in these terms and conditions, Company makes no express or implied warranties in connection with its services; 

(b)       Customer may obtain insurance coverage for cargo loss or damage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and agreeing to make payment therefor, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s). 

(c)       In all events, the Company's liability shall be limited to the following: 

(i)          where the claim arises from activities other than those relating to customs business, $500.00 USD per shipment or transaction,  or 

(ii)         where the claim arises from activities relating to "Customs business," $150.00 USD per entry or the amount of brokerage fees paid to Company for the entry, whichever is less; 

(d)       In no event shall Company be liable or responsible for consequential, indirect, incidental, statutory or punitive damages, even if it has been put on notice of the possibility of such damages, or for the acts of third parties. 

(e)       With respect to domestic transportation, Company shall not be liable for a motor carrier’s failure to maintain insurance or for the accuracy of any documentation furnished by a motor carrier to Company or Customer evidencing said coverage. 

10. Advancing Money. All charges must be paid by Customer in advance unless the Company agrees in writing to extend credit to customer; the granting of credit to a Customer in connection with a particular transaction shall not be considered a waiver of this provision by the  Company.
11. Indemnification/Hold Harmless. The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability, fines, costs, penalties and/or attorneys' fees arising from the importation or exportation of Customer’s merchandise and/or any conduct of the Customer, including but not limited to the inaccuracy of entry, export or security data supplied by Customer or its agent or representative, which violates any Federal, State and/or other laws or regulations, and further agrees to indemnify and hold the Company harmless against any and all liability, loss, damages, costs, claims, penalties, fines and/or expenses, including but not limited to reasonable attorney's fees,  which the  Company may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company. Such indemnification and hold harmless shall include all claims and costs arising directly or indirectly as a result of  actions the Company is required to take pursuant to customs regulations to report to CBP when the Company separates from or cancels representation of a Customer as a result of determining, in the Company’s judgment, that  the Customer is intentionally attempting to use the Company to defraud the U.S. Government or commit any criminal act against the U.S. Government.
12. C.O.D. or Cash Collect Shipments. Company shall use reasonable care regarding written instructions relating to "Cash/Collect on Deliver (C.O.D.)" shipments, bank drafts, cashier's and/or certified checks, letter(s) of credit and other similar payment documents and/or instructions regarding collection of monies but shall not have liability if the bank or consignee refuses to pay for the shipment.
13. Costs of Collection. In any dispute involving monies owed to Company, the Company shall be entitled  to all costs of collection, including reasonable attorney's fees and interest at 18 % per annum or the highest rate allowed by law, whichever is less unless a lower amount is agreed to by Company.
14. General Lien and Right To Sell Customer's Property.

(a)       Company shall have a continuing lien on any and all property and documents relating thereto of Customer coming into Company's actual or constructive possession, custody or control or enroute, which lien shall survive delivery, for all charges, expenses or advances owed to  Company with regard  to the shipment on which the lien is claimed, a prior shipment(s) and/or both. Customs duties, transportation charges, and related payments advanced by the Company shall be deemed paid in trust on behalf of the Customer and treated as pass through payments made on behalf of the Customer for which the Company is acting as a mere conduit. 

(b)       Company shall provide written notice to Customer of its intent to exercise such lien, the exact amount of monies due and owing, as well as any on -going storage or other charges; Customer shall notify all parties having an interest in its shipment(s) of Company's rights and/or the exercise of such lien. 

(c)       Unless, within thirty days of receiving notice of lien, Customer posts cash or letter of credit at sight, or, if the amount due is in dispute, an acceptable bond equal to 110% of the value   of the total  amount due, in favor of Company, guaranteeing payment of the monies owed, plus all storage charges accrued or  to  be accrued, Company shall have the right to   sell such   shipment(s) at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to Customer. 

15. No Duty To Maintain Records For Customer.  Customer acknowledges that pursuant to  Sections 508 and 509 of the Tariff Act, as amended, (19 USC §1508 and 1509) it has the duty and is solely liable for maintaining all records required under the Customs and/or other Laws and  Regulations of the United States; unless otherwise agreed to in writing, the Company shall only   keep such  records that it is required     to maintain by  Statute(s) and/or Regulation(s), but not act  as a  "recordkeeper" or  "recordkeeping agent" for Customer. 

16. Obtaining Binding Rulings, Filing Protests, etc. Unless requested by Customer in writing and agreed to by Company in writing, Company shall be under no obligation to undertake any pre- or post-Customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc.
17. No Duty To Provide Licensing Authority.  Unless requested by Customer in writing and agreed to by the Company in writing, Company shall not be responsible for determining licensing authority or obtaining any license or other authority pertaining to the export from or import into the United States.
18. No Duty To Serve as a Party to the Transaction. Unless requested by Customer in writing and agreed to by an officer of the Company in writing, Company shall not be construed as a party to the Transaction including but not limited to manufacturer, seller, buyer, importer, importer of record, exporter, with any attendant obligations or responsibilities pertaining to the export from or import of merchandise into the United States or transactions in connection therewith.
19. Preparation and Issuance of Bills of Lading. Where Company prepares and/or issues a bill of lading, Customer or its agent shall supply to Company the marks necessary to identify the goods, the number of packages, the quantity, weight, and apparent condition of the goods. Unless specifically requested to do so in writing by Customer or its agent and Customer agrees to pay for same, Company shall rely upon and use on any bill of lading or shipping document the information supplied by Customer.
20. No Modification or  Amendment Unless Written. These  terms and  conditions of  service may only  be modified, altered or amended in writing signed by both Customer and Company; any attempt to unilaterally modify, alter or amend same shall be null and void. 
21. Compensation of Company. The compensation of the Company for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by the Company to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by the Company from carriers, insurers and others in connection with the shipment. On ocean exports, upon request, the Company shall provide a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges. In any referral for collection or act ion against the Customer for monies due the Company, upon recovery by the Company, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney  fee. 

22. Force Majeure. Company shall not be liable for losses, damages, delays, wrongful or missed deliveries or nonperformance, in whole or in part, of its responsibilities under the Agreement, resulting from circumstances beyond the control of either Company or its sub -contractors, including but  not limited to: (i) acts of God, including flood, earthquake, tornado, storm, hurricane, power failure, epidemic or other severe health crisis, or other natural disaster; (ii) breaches of cyber security including but not limited to cyber outages or attacks; (iii) war, hijacking, robbery, theft or   terrorist activities; (iv) incidents or   deteriorations to means of transportation, (v) embargoes, (vi) civil commotions or riots, (vii) defects, nature or inherent vice of the goods; (viii) acts, breaches of contract or omissions by Customer,   Shipper, Consignee or anyone else who may have an interest in the shipment, (ix) acts   by any government or any agency or subdivision thereof, including denial or cancellation of any import/export or other necessary license; or (x) strikes, lockouts or other labor conflicts. In such event, Company reserves the right to amend any tariff or negotiated freight or logistics rates, on one day’s notice, as necessary to provide the requested service.
23. Severability. In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in Full force and effect. Company's decision to waive any provision herein, either by conduct or otherwise, shall not be deemed to be a further or continuing waiver of such provision or to otherwise waive or invalidate any other provision herein.
24. Governing Law; Consent to Jurisdiction and Venue. These terms and conditions of service and the relationship of the parties shall be construed according to the laws of the State of New York without giving consideration to principles of conflict of  law.  Customer and Company: 

(a)       irrevocably consent to the jurisdiction of the United States District Court and the State courts of New York; 

(b)       agree that any action relating to the services performed by Company, shall only be brought in said courts;

(c)       consent to the exercise of in personam jurisdiction by said courts over it, and 

(d)       further agree that any action to enforce a judgment may be instituted in any jurisdiction. 

©Approved by the National Customs Brokers and Forwarders Association of America, Inc. (Revised 9/2023 )

STANDARD TRADING CONDITIONS (“CONDITIONS”)

of The Canadian International Freight Forwarders Association Inc.

Association des Transitaires internationaux Canadiens, Inc.

Adopted January 1, 2024

PART A: DEFINITIONS AND TERMS AND CONDITIONS THAT APPLY TO ALL BUSINESS DONE OR SERVICES PROVIDED BY COMPANY

1. Definitions

“Agency Agreement and Power of Attorney” means the General Agency Agreement and Power of Attorney granted by Customer to Company when Company is providing customs services.

"BL" means a Bill of Lading or Waybill or Express Bill or other similar carriage document covering the carriage of Goods, and includes a Multimodal Transport Bill of Lading, a Straight Bill of Lading, a Straight Bill of Lading – Short Form, an Express Bill and a Shipper – Provided Short Form Bill of Lading, or similar document of carriage and whether it be in hard copy or transmitted electronically.

"Canada Customs" means the Canada Border Services Agency, any other Department or Agency, and any other successor Department or Agency of the Government of Canada or any Province thereof having jurisdiction over imports and exports.

“Carrier” means a party, who whether on its own behalf or through its subcontractor is the actual carrier responsible for the carriage of the Goods.

“Company” means the Freight Forwarder, Load Broker, Customs Broker, Carrier, or Warehouser who undertakes any business or provides advice, information or services to the Customer.

“Conditions” means these standard trading conditions.

"Customer" means any party at whose request or on whose behalf Company undertakes any business or provides advice, information or services.

“Customs Broker” means situations where Company provides services as outlined in Part C. "Customs Duties" means any duties, taxes and levies on imported or exported Goods under the Customs Act, the Customs Tariff, the Excise Act, the Excise Tax Act, the Special Import Measures Act or any other laws, regulations or rules of Canada or any other country or jurisdiction, relating to customs, including any penalties, interest or fines imposed under any of the aforementioned laws, regulations or rules.

“Customs Service Provider” means situations where the Company provides customs services to an exporter of goods and includes an agent or other representative of an exporter, customs broker and freight forwarder.

"Dangerous Good(s)" means Good(s) as statutorily defined in the appropriate Canadian Federal or Provincial legislation or regulations as dangerous Goods.

“Depositor” means the Owner of the Goods or the party for whose account the Goods are stored with the Company in a warehouse or other storage facility.

"Disbursement(s)" means any payment made by Company, on behalf of the Customer, for or in relation to any product or service rendered in connection with the facilitation of the import and export of Goods, including, but not limited to, Customs Duties, taxes, freight, storage, penalties, interest and fines and any other payments, including payments for Goods on COD shipments made by Company on behalf of the Customer.

“Freight Forwarder” means where Company arranges for the carriage, transportation, storage, packing or handling of Goods or any other services in relation thereto, and without limiting the generality of the foregoing, any other actions or services contemplated in Part D.

“Good(s)” means the cargo or item of tangible personal property of the Customer or Owner for which the services are provided hereunder and shall include any packing containers or equipment.

"Instruction(s)" means a statement of the Customer's specific requirements.

“Load Broker” means the Company when acting as an intermediary in arranging the carriage of Goods by road.

"Owner" means the owner of the Goods (including any packaging, containers or equipment) in relation to which any business is done or services are performed by Company.

“Part” means the Part (A to E) of these terms and conditions.

“Party(ies)” includes persons, parties, corporations, firms and associations.

“Receipt” means a  non-negotiable warehouse receipt issued in  paper or  electronically which acknowledges in writing warehouser’s receipt for storage of Depositor’s Goods.

“Related Party(ies)” means the Company, any subsidiary of the Company or its parent, or any Party associated with or related to Company.

"Special Arrangement(s)" means arrangements made in accordance with express Instructions, in writing, that are both received and accepted by Company.

"Transport Unit(s)" means containers, trailers, flats, tilts, railroad cars, tanks, igloos, or any other unit load device specifically constructed for the carriage or transportation of Goods by land, sea or air.

“Warehouser” means the Company when acting as a storer of Goods.

2. Role of the Company

The Company offers its services on the basis of these conditions that apply to all  activities of the Company in arranging transportation or providing related services, such as, but not limited to, carriage of Goods, customs brokerage, load brokerage, freight forwarding and warehousing and any other kind of logistics services and advice. The Company may provide its services as either principal or agent. The Company acts as agent of the Customer, except

(a)          where it issues a transport document or electronic record in its name evidencing its obligation for the delivery of goods, or

(b)           to the extent it physically handles goods by its own employees and equipment in the course of performing any service in which cases it acts as principal, but whether acting as principal or as agent these conditions govern the rights and liabilities of the Customer and the Company.

When determining any rights or  liabilities of  the Company under these conditions, the word “Customer” shall include the party giving instructions, the shipper, the consignee, the Receipt holder, the Depositor and the Owner of the goods. Notwithstanding the foregoing, advice is for the Customer only and is not to be furnished to any other party without the Company’s prior written consent. Gratuitous advice and information that is not related to instructions accepted by the Company is provided without liability of any kind, including for negligence.

3. Claims Against Others

These Conditions also  apply whenever any claim is  made against any employee, agent   or independent contractor engaged by the Company to perform any transport or related service for the Customer's Goods, whether such claims are founded in contract or in tort, and the aggregate liability of the Company and all such persons shall not exceed the limitations of liability in these Conditions. For purposes of this clause the Company acts as agent for all such persons who may ratify such agency at any subsequent time.

4. Role as Agent

When acting as an agent, the Company acts solely on behalf of the Customer in  engaging the services of third parties on the usual terms and conditions on which the  third parties offer such services for the carriage, storage, packing or handling of any goods, or for any other service in relation to them, thereby establishing a direct contract between the Customer and the provider of such services capable of being enforced by the Customer as principal, whether or not the Customer is identified in the contract. The Company shall on demand by the Customer provide evidence of any contracts made on its behalf.

5. Role as Principal

Where requested by the Customer the Company may

(a)        issue a transport document or electronic record by which it as principal undertakes carriage of particular goods; or

(b)        guarantee in writing proper performance of the terms of any contract between the Customer and a third party whose services the Company has engaged on behalf of the Customer.

Where it issues a transport document or electronic record, or provides a guarantee, the rights and obligations of the Company will be governed by the special conditions therein in addition to these Conditions, and in any event the Company is liable only to the same extent as the third party who performs the carriage or guaranteed service, as may be limited by the conditions on which that party customarily offers its services.  In the event of any inconsistency with these provisions, the special conditions prevail.

6. Services Requiring Special Arrangements

The Customer must give instructions in writing to the Company a reasonable time before the tender of Goods for storage or transport where it requests the Company to:

(a)        arrange for the departure or arrival of Goods before specific dates;

(b)        arrange for Goods to be carried, stored or handled separately from other goods;

(c)        arrange for the transport of Goods that may taint or affect other goods, or may harbour or encourage vermin or pests;

(d)        make a declaration of value or special interest in delivery to any carrier or terminal;

(e)        direct carriers or delivery agents to hold Goods until payment of any amount or until surrender of a document;

(f)         arrange for the transport of goods of unusual high value, luxury goods, currency, negotiable Instruments or securities of any kind, precious metals or stones; antiques or art; human remains, livestock or plants, or any other comparable cargos.

Where for any reason it does not accept such instructions, the Company must promptly so advise the Customer by any means of communication used in the ordinary course of business. If it continues to use the Company's services for the contemplated transport after receiving such advice, the Customer assumes all risks connected with the non-performance of such instructions, whether caused or contributed to by the Company's negligence or not.

7. The Company’s General Responsibilities

(a)          The Company shall exercise reasonable care in the discharge of its obligations including the selection and instruction of third parties that provide any services engaged on behalf of the Customer.

(b)        The Company shall arrange transport and any related services within a reasonable time after receiving the Customer's instructions.

(c)        If it has reasonable grounds for departing from any of the Customer's  instructions, the Company can do so without prior authorization from the Customer, but must act with due regard to the interests of the Customer, and, as soon as possible, inform the Customer of its actions and any additional charges resulting therefrom.

8. Customer’s General Responsibilities

(a)        The Customer shall be deemed to be competent and to have reasonable knowledge of matters affecting the conduct of its business, including terms of purchase and sale, the need for insurance and the extent of coverage available for the type of goods being tendered for shipment, the need to preserve and retain documentation, the need for care to avoid transmitting viruses by  electronic communications, the need for confidential handling of information relating to high value goods, the necessary document and permits required to import or export goods, and all other matters relating thereto.

(b)        The Customer warrants that all information in whatever form relating to the general and dangerous character of the goods, their description, bar-coding, marks, number, weight, volume and quantity of the goods, as furnished by the Customer or on its behalf, was accurate and complete at the time the goods were taken in charge by the Company or any third party whose services it has engaged. The Customer further undertakes to provide independent confirmation of such particulars on the request of the Company.

9. Customer’s Responsibility for Packaged and Containerized Goods

(a)        Except where the Company has accepted instructions in respect of the preparation, packing, stowage, labeling or marking of the Goods the Customer warrants that all Goods have been properly and sufficiently prepared, packed, stowed, labeled and/or marked, and that the preparation, packing, stowage, labeling and marking are appropriate to any operations or transactions affecting the goods and the characteristics of the goods. Without limiting the foregoing the Customer is responsible for timely communication of and warrants the accuracy of the verified gross mass (VGM) of the package(s) and or the Transport Unit and the identity of the duly authorized person so verifying. The Customer shall maintain documentation evidencing measurement of VGM as required by law.

(b)        Unless the Company has accepted instructions to arrange for or to perform the loading of a Transport Unit by its employees, the Customer warrants that:

(i)  the transport unit has been properly and competently loaded;

(ii) the Goods are suitable for carriage in or on the Transport Unit; and

(iii) the Transport Unit is in a suitable condition to carry the Goods loaded therein (save to such extent as the Company has approved the suitability of the Transport Unit).

10. Quotations and Invoicing

(a)        The Company does not assume a role as principal by providing a fixed price quotation, or by rendering an invoice where the difference between the amounts payable to third parties retained to carry out the Customer's instructions and the fixed price represents the Company's gross profit for its services. A Customer agrees that the Company is an agent as provided in this Part where the Customer

(i)         accepts a fixed price quotation, or

(ii)         does not within thirty days after receipt of the invoice object to the Company charging a fixed price for its services.

(b)        Quotations are given on the basis of immediate acceptance and are subject to withdrawal or revision. Unless otherwise provided in the quotation the Company may, after acceptance, revise quotations or charges upon notice in the event of changes beyond the Company's control, including changes in exchange rates, rates of freight, carrier surcharges, or any charges applicable to the Goods.

11. Charges Collect Shipments

When Goods are accepted or dealt with upon instructions to collect freight, duties, charges or other expenses from the consignee or any other person, the Customer shall remain responsible for the same if they are not paid by such consignee or other person immediately when due.

12. Changed Circumstances / Failure to Take Delivery

If  events or  circumstances, including a  Customer's failure to  take  delivery, occur that  affect performance of the Customer's mandate, the Company shall take reasonable steps to obtain the Customer's further instructions. If for whatever reason it does not receive timely instructions, the Company may

(a)        store the Goods at the sole risk and expense of the Customer, or

(b)        sell the Goods immediately and without further notice, and hold any net proceeds for the account of the Customer or

(c)        authorize any third party to abandon carriage and make the Goods or  any part of them available to the Customer at a place that is reasonable in the circumstances.

13. Dangerous Goods

(a)        The  Customer  undertakes  not  to  tender  for  transportation any  goods  that  are  of  a dangerous, inflammable, radioactive, hazardous or damaging nature without giving full particulars of the goods to the Company. The Customer undertakes to mark the goods and the outside of any packages or container in which they may be placed to comply with any laws or regulations that may be applicable during the carriage. In the case of goods where the place of receipt is a point within Canada, the Customer further warrants that the goods, the packaging and marking thereof comply in all respects with the provisions  of any legislation or regulations governing the transportation of dangerous goods.

(b)        If it fails to comply with the requirements of sub-clause (a), the Customer shall indemnify the Company against all loss, damage or  expense arising out of  the Goods being tendered for transportation or handled or carried by or on behalf of third parties retained by the Company.

(c)        Goods which in the opinion of the Company or the person who has custody or possession thereof are or may become dangerous and present a hazard may at any time or place be unloaded, destroyed or rendered harmless without liability on the part of the Company.

14. Insurance

(a)        The Customer must give the Company instructions in writing to arrange insurance on its Goods a reasonable time before the tender of Goods for storage or transport. The Company may decline the instructions, or if accepted, the Company may carry out these instructions by declaring the value of the Goods under an open marine cargo policy taken out by the Company, and, upon request, provide a certificate or declaration of insurance, or other evidence of insurance. The coverage on Goods so declared is subject to the terms and conditions of the policy. The Company is not liable if the Customer for any reason whatsoever fails to recover a loss in whole or in part from the insurer under the policy, even though the premium charged by the insurer is different from the Company's charges to the Customer.

(b)        If  coverage under its  open marine cargo policy  is  not satisfactory, the Company will recommend an insurance broker to arrange insurance appropriate to the Customer's needs.  After making this recommendation, the Company has no further duty regarding insurance, and no liability for loss of or damage to the Goods during transport or storage that could have been covered by insurance on the Goods, whether such loss or damage has been caused or contributed to by its negligence or breach of these conditions, or otherwise.

15. Notification of Claims

The Customer on its own behalf and on behalf of the Owner of the Goods shall notify the Company in writing, in addition to any requirements under Parts B to E, of any claim

(a)      in case of loss and/or damage to goods within 2 days of the completion of transit,

(b)      in case of delay in delivery or non-delivery within 45 days of the date when the goods should have been delivered,

(c)       in any other case within 45 days of the event giving rise to the claim.

If a claim was not discoverable by the exercise of reasonable care within the applicable time period, the Customer must give notice forthwith after receiving information as to events that may give rise to a claim. Failing notice as required by this clause, the claim is barred and no action can be brought against the Company to enforce the claim.

Any errors or omissions on documents and/or data transmissions must be reported in writing to Company by the Customer as soon possible but in any event within 3 days of receipt of the documents and/or data. Company shall not be responsible for any errors or omissions unless the same are reported to Company within this 3 day period.

16. Limitation of Liability

Subject to the specific provisions of Parts B to E, compensation  for  any  claim  for  which  the Company is liable shall not in any event exceed:

a) 2 SDR (SDR = IMF Special Drawing Right) per kilo of the gross weight of the Goods that are the subject of the claim;

(b) 666.67 SDR per enumerated package of Goods that are the subject of the claim; or

(c) 75,000 SDR per transaction;

whichever is less, provided however that where a higher limitation of liability is  mandatorily applicable by law then that higher limitation of liability shall apply.

Without prejudice to any other conditions herein or other defences available to the Company, in no circumstances whatsoever shall the Company be liable to the Customer or Owner, shipper or consignee or their assignees, for special, consequential or indirect loss, including losses arising from delay or loss of market.

Upon the Customer’s written request, the Company may accept liability in excess of these limits in writing, provided the Customer pays the Company’s additional charges for such increased liability.

17. Loss  of  Use,  Loss  of  Profits, Loss  of  Goodwill, Punitive Damages, Exemplary Damages

In no circumstances whatsoever shall the Company be liable to the Customer or Owner, shipper or consignee, or their assignees, for damages for loss of use, loss of profits, loss of contract, loss of goodwill or reputation, loss of revenue, punitive damages, or exemplary damages.

18. Indemnity

The Customer shall indemnify the Company against all duties, taxes, payments, fines, expenses, losses, claims and liabilities, including without limitation any storage, demurrage, port, or terminal charges and any liability to indemnify any other person against claims made against such other person by the Customer or by the Owner, shipper or consginee

(a)        for which the Company may be held responsible unless caused or contributed to by any negligence or breach of duty of the Company, or

(b)        in excess of the liability of the Company in accordance with these Conditions, resulting from or connected with the actions of the Company related to any service to which these Conditions apply.

19. Set Off and Counterclaim

The Customer shall pay to the Company in cash, or as otherwise agreed, all sums immediately when due without reduction or deferment on account of any claim, counterclaim or set off.

20. Right of Detention and Lien

All Goods (and documents relating to Goods) shall be subject to a particular and general lien and right of detention for monies owing either in respect of such Goods, or for any particular or general balance or other monies owed, whether then due or not, by the Customer, sender, shipper, consignee or Owner of the Goods to the Company. If these monies remain unpaid for 10 days (or the minimum days set out in mandatory legislation in place) after the Company sends notice of the exercise  of  its  rights  to  these  persons  by  any  means  of  communication reasonable  in  the circumstances, the Goods may be sold by private contract or otherwise at the sole discretion of the Company, and the net proceeds applied on account of the monies owing. The Company shall not be liable for any deficiencies or reduction in value received on the sale of the Goods nor, shall the Customer be relieved from the liability merely because the Goods have been sold.

21. Force Majeure

The Company shall be relieved of any and all liability for any loss or damage if, and to the extent that, such loss or damage is the result of an event or circumstance (a “force majeure” event) that prevents the Company from performing one or more of its contractual obligations to the extent that the Company is affected by an impediment which is beyond its reasonable control, such impediment could not reasonably have been foreseen and could not reasonably been avoided or overcome by the Company acting in a commercially reasonable manner. The following events shall be presumed to be a “force majeure” event: a) war (whether declared or not), hostilities, invasion, acts of foreign enemies, extensive military mobilization; b) civil war, riot, rebellion and revolution, military or usurped power, insurrection, acts of terrorism, sabotage or piracy; c) currency and trade restriction, blockade, embargo, sanction; d) act of government authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalization; e) plague, epidemic, pandemic, natural disaster, extreme natural event, extreme weather event, nuclear, chemical or biological contamination; f) explosion, fire, destruction of equipment, prolonged break- down of transport, telecommunication, information system or energy; g) general labour disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises; or any other event or circumstance beyond the Company’s control. In such circumstances the Company is entitled to modify its services, procedures, rates, prices, and surcharges as in the Company’s reasonable discretion are considered necessary, and the Company is entitled to full remuneration and indemnity for any charges so incurred or applied.

22. Time Bar

The Company shall, unless otherwise expressly agreed, be discharged of all liability under these conditions unless suit is brought within 9 months from

(a)        the date of delivery of the Goods for claims to damage to Goods, or

(b)        the date when the Goods should have been delivered for claims for delay in delivery or loss of Goods, or

(c)        the date the advice or services were provided.

With respect to loss or damage other than loss of or damage to the goods, the 9 months period shall be counted from the time when the act or omission of the Company giving rise to the claim occurred.

23. Customary Remuneration Received from Third Parties

The Company shall be entitled to be paid and retain all brokerages paid by carriers, commissions, documentation allowances, profits on foreign exchange and other remunerations paid by third parties as is customary in the trade.

24. Applicable Law and Arbitration

These Conditions shall be governed by the laws of Canada and of the province within Canada in which the Company has its principal place of business.

The Parties hereto agree that all disputes, disagreements or differences between them relating to their business relationship with each other, including any dispute, disagreement or difference relating to the validity, enforceability or applicability of this agreement to arbitrate, shall be submitted to final and binding arbitration. The arbitration shall be commenced by one (or more) Party (or Parties) delivering to the other Party (or Parties) a Notice to Arbitrate which shall set out a brief description of the dispute, disagreement or difference to be arbitrated and a summary of the relief claimed.

The arbitration shall be conducted under the applicable arbitration laws of the province within Canada in which the Company has its principal place of business. The arbitration shall be conducted in the city in which the Company has its principal place of business, in the English language or if in Quebec, in the French or English language and with interpreters if required.

The arbitration shall be conducted by a single arbitrator who shall be agreed upon by all Parties to the arbitration within seven (7) days. In the event the parties cannot agree on an arbitrator, the arbitrator shall be appointed by an Appointing Authority. The Appointing Authority shall be the ADR Institute of Canada.

The arbitration rules and procedures shall be as agreed between the Parties. In the event that the Parties fail to reach agreement as to the rules and procedures to be followed in the arbitration within thirty days of the appointment of the arbitrator, any Party may apply to the arbitrator for a determination of the rules and procedures to be applied in the arbitration.

The Parties shall be entitled pre-hearing disclosure. The Parties shall be entitled to obtain relevant documentary evidence which will assist it in making out its own case and which may assist the arbitrator in determining the facts upon which the arbitrator should render its decision.

The Parties agree that where they have used electronic communications to transact in whole or in part any business such communications will be given legal effect in accordance with the provisions (so far as they may be applicable) of the Uniform Electronic Commerce Act as approved by the Uniform Law Conference of Canada.

25. Termination of Services

Without in any way negating or diminishing Company lien and other rights under these Conditions Company shall have the right to immediately terminate without notice any and all services it is providing to the Customer in the event of any of the following occurring:

(a)        The Customer failing to pay any invoice received from Company within 14 days of receipt of such invoice by the Customer, and whether such invoice is transmitted to the Customer in hard copy or electronically;

(b)        Insolvency of the Customer;

(c)        Initiation of any proceedings in bankruptcy by or against the Customer, whether such proceedings be under the Bankruptcy and Insolvency Act of Canada or similar legislation of any other jurisdiction;

(d)        Initiation of any proceedings by or against the Customer under the Companies' Creditors Arrangement Act of Canada, similar legislation of other jurisdictions, or legislation of other jurisdictions whereby the Customer is doing or would do some form of business re-organization, including but not limited to situations where the Customer is insolvent; or

(e)        Any assignment by the Customer for the benefit of creditors.

26. Validity of Conditions

These Standard Trading Conditions shall only be authorized to be used if one of the Parties is a member in good standing of The Canadian International Freight Forwarders Association Inc. Anyone who is not a member in good standing using these Standard Trading Conditions shall be in breach of the copyright of The Canadian International Freight Forwarders Association Inc.

27. Severability

Each of the clauses of these Conditions is and shall be deemed to be separate and severable, and if any provision or part of the Conditions is held for any reason to be unenforceable, the remainder of the Conditions or part thereof shall remain in full force and effect.

PART B - ADDITIONAL TERMS AND CONDITIONS THAT APPLY WHEN COMPANY ACTS AS A CARRIER

Company shall only be held, considered or deemed to be the Carrier of Goods in those situations where Company signs a BL indicating it is the actual Carrier of the Goods or where it does not issue a BL but is the actual Carrier of the Goods.  For greater clarity, Company shall not be held, considered or deemed to be the Carrier of the Goods in any situations where Company signs the BL on behalf of another Party as Carrier, including on behalf of a Related Party.

28. A. Carriage by Road

The carriage of Goods by road shall be in accordance with the Uniform Conditions of Carriage – General Freight – Schedule 1 as set out the in provincial legislation where the Company has its head office or as set out in Ontario Regulation 643/05 where there is no such equivalent legislation. Where there is any conflict between those uniform conditions and these Conditions, these Conditions shall prevail.

If the Carmack Amendment (“Carmack”) to the Interstate Commerce Act, 49 U.S.C. sections 14706 and/or 11706, is compulsorily applicable to any stage of the transportation in connection with domestic and/or international shipments, the Parties enter into this agreement pursuant to to 49 U.S.C. §14101(b)(1) and expressly waive, to the extent permitted by law, all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent that they conflict with these Conditions.

B. Carriage by Land, Rail, Air, Ocean

The Company shall be entitled to the terms and conditions of any BL it issues where such terms are more favourable to it than these Conditions.

29. Limitation of Liability

(a)        Carriage by Road: In addition to the limitation of liability set out in Part A the Company shall be entitled to limit its liability to $4.41 per kilogram of the goods lost or damaged if this amount is less than the amounts set out in Part A.

(b)        Carriage by Air: In addition to the limitation of liability set out in Part A the Company shall be entitled to limit its liability for domestic carriage to the tariff of the actual carrier of the Goods, even where the Company issues a BL. In addition to the limitation of liability set out in Part A the Company shall be entitled to limit its liability for international carriage to latest Convention to which Canada has incorporated into its aviation legislation.

(c)        Carriage by Rail: In addition to the limitation of liability set out in Part A the Company shall be entitled to limit its liability to the tariff of CN Rail, CPKC Rail or other rail carrier that actually carries the Goods, even where the Company issues a BL.

(d)        Carriage by Ocean: In addition to the limitation of liability set out in Part A the Company shall be entitled to limit its liability to the Hague Visby Rules as incorporated in Canadian legislation.

PART C - ADDITIONAL TERMS AND CONDITIONS THAT APPLY WHEN COMPANY ACTS AS A CUSTOMS BROKER

30. Agency Agreement and Power of Attorney

Company shall only provide services as a customs broker if the Customer has signed a General Agency Agreement and Power of Attorney authorizing the Company to act on its behalf in dealings with Canada Customs or other customs authorities. These Standard Trading Conditions shall apply even where such an Agreement or Power has not been signed.

31. Advancement of Funds

(a)        Upon request by Company, the Customer shall provide to Company, prior to the release of a shipment of the Goods imported by the Customer, sufficient funds to enable Company to pay on behalf of the Customer all Disbursements that are estimated by Company to be payable on such shipment.

(b)        If, at any time, Company or Canada Customs determines that additional funds are required with respect to Goods imported by the Customer, the Customer shall upon demand advance such additional funds to Company or pay same to Canada Customs.

(c)        If after payment of Disbursements by Company concerning the Goods imported by the Customer, any balance of funds remains outstanding to the credit of the Customer, Company shall return to the Customer, unless instructed by the Customer to the contrary, any remaining balance of funds.

(d)        If the Customer fails to advance funds to Company upon request by Company as mentioned above, Company shall have no obligation with respect to Company’s services concerning the Goods for which funds have been requested by Company and not advanced by the Customer.

32. Duties and Responsibilities of the Customer

(a)        The Customer shall:

(i)         provide to Company all information necessary for Company to provide the services including all information required to complete Canada Customs documentation and/or data requirements;

(ii)        promptly  review  all  documentation  and/or  data  and  notify  Company  of  any inaccuracies, errors or omissions found therein and advise Company promptly and within the time periods set out in Clause 33 hereof;

(iii)        reimburse, indemnify and save harmless Company with respect to any of the matters set out in Sub-Clause (c) hereof;

(iv)       indemnify and save harmless Company against any and all actions, claims, suits or demands of any nature whatsoever arising from third party claims which result from inaccuracies, mistakes or  omissions in  the information and documentation provided to Company by the Customer or its agents and relied upon by Company.

(b)        The Customer warrants that it is the importer, exporter, or Owner of the Goods for which it has retained Company; that it has full power and authority to retain, appoint as attorney and instruct Company; and that all information provided to Company shall be complete, true and accurate and acknowledges that Company shall be relying on such information to provide the services set out herein;

(c)        The Customer shall be solely liable and responsible for:

(i)         the accuracy and completeness of all information provided by the Customer to Company;

(ii)        any and all Disbursements made by Company on behalf of the Customer;

(iii)        any Customs Duties, fines, penalties, interest or other levies imposed by Canada Customs, other Canadian government departments, or the government or governmental agencies or representatives of any other country or jurisdiction, with respect to the Goods imported or to be imported into Canada, or exported or to be exported from Canada, by the Customer;

(iv)       any loss or damage incurred or sustained by Company in relation to the provision of services to the Customer herein;

(v)        return freight and any other charges on Goods if they are refused export or import by any government or governmental authority.

33. The Responsibility and Limits of Liability of Company as Customs Broker

(a)        Subject to the limitations stated in Parts A of these Conditions, Company shall act with reasonable care in providing services to the Customer as Customs Broker.

(b)        All information pertaining to the Customer shall be kept confidential by Company and shall only be released to Canada Customs or third parties as required by law, subject to Instructions from the Customer to Company to release the information.

(c)        Company  shall  take  all  reasonable steps  to  provide  services  in  accordance with  the Instructions from the Customer, provided however, that should Company reasonably consider that it is in the interest of the Customer to depart from the Customer's Instructions, Company shall have the authority to do so and shall be indemnified and saved harmless by the Customer for so doing.

(d)        Company shall provide to the Customer in respect of each transaction or summary accounting made on the Customer's behalf a copy of the accounting documents and/or data pertaining thereto.

(e)        Company shall promptly account to the Customer for funds received to the extent that these funds are:

(i)         for the credit of the Customer from the Receiver General for Canada, or

(ii)        from  the  Customer  by  way  of  advances  provided  hereof  in  excess  of  the Disbursements payable in respect to the Customer's business with Canada Customs or other Government Departments.

(f)         Company shall not be liable for any failure to provide services where such failure is a result of the operation of the applicable laws of Canada or any other country, any change in the policies of Canada Customs, or any cause beyond the reasonable control of Company.

34. Errors and Omissions

Any errors or omissions on Canada Customs documents and/or data transmissions must be reported in writing to Company by the Customer as soon possible but in any event within 10 days of receipt of the documents and/or data. Company shall not be responsible for any errors or omissions unless the same are reported to Company within this 10 day period.

35. Termination

In the event that the Agency Agreement and Power of Attorney is terminated and there are any outstanding matters pertaining to the Customer for which Company has been engaged by the Customer and for which Company remains liable or in some way responsible, the Agency Agreement and Power of Attorney shall continue in force with respect to such matters until such matters are concluded and the Customer has paid to Company sufficient funds to satisfy all outstanding payment liabilities of Company to Canada Customs and others (including all fees, Customs Duties, and Disbursements).

PART D - ADDITIONAL TERMS AND CONDITIONS THAT APPLY WHEN COMPANY ACTS AS A FREIGHT FORWARDER OR LOAD BROKER

36. Express Authorization of Company As Agent For The Customer

(a)        Company shall be entitled, and the Customer hereby expressly authorizes Company, to enter into contracts on behalf of the Customer, including without limiting the generality of the foregoing, with any Related Party:

(i)         for the carriage or transportation of Goods by any route or means;

(ii)        for the storage, packing, trans-shipment, loading, unloading or handling of the Goods by any Party or at any place, and for any length of time,

(iii)        for the carriage, transportation or storage of Goods in or on Transport Units or with other Goods of whatever nature.

(iv)       for providing services as a Customs Service Provider.

(b)        For greater certainty, in relation to any contracts entered into with Carriers in its role as Freight Forwarder, it is agreed that Company does enter such contracts, and shall be deemed to have entered such contracts, as agent for the Customer.

(c)        In any situation where Company contracts with any Party, including any Related Party, the terms and conditions of contract of such other Party, including any Related Party, shall be the terms and conditions of the contract between the Customer and such other Party, including a Related Party, whether contained on the back of a BL or otherwise.

(d)        Where there is a choice of rates according to the extent or degree of the liability assumed by Carriers, Company, or others, no declaration of value where optional can be made nor will be made by Company except under Special Arrangements.

(e)        Company shall have no liability to the Customer by reason of having entered into any contract on behalf of the Customer whereby the extent or degree of the liability assumed by a Carrier or other Party, including a Related Party, is in any respect excluded or limited, except where such contract is entered into contrary to written specific Instructions given by the Customer that were accepted by Company in writing.

PART E - ADDITIONAL TERMS AND CONDITIONS THAT APPLY WHEN COMPANY ACTS AS A WAREHOUSER

37. Company’s Contract as Warehouser

Company only acts as a Warehouser when it receives Goods into its possession for purposes of storage in a facility actually owned or controlled by Company itself or in any other situation where Company itself issues a Receipt (including electronically). Company acting as Warehouser includes any situation where Company is involved in any way with arranging the movement of Goods to, within, between, or from warehouse facilities that it owns or controls. Company does not act as a Warehouser in any other circumstances. For greater clarity, Company does not act as Warehouser when third Parties, including Related Parties, receive Goods into their possession except in those situations where Company itself has issued the Receipt.  Company assumes and shall have absolutely no responsibility or liability for the actions or inactions of third Parties, including Related Parties.

38. Basis of Charges as Warehouser

(a)        The class of storage in which the Goods covered by a Receipt are to be stored, the amount or amounts due thereon for disbursements or services by Company prior to issue of a Receipt, and the rate per month per unit to be charged for storage of such Goods, may be set out on the face of the Receipt issued by Company.

(b)        A fraction of a month shall be reckoned as a full storage month. Provided that if reasonable notice has been given before the expiry of the storage month that Goods are to be delivered out of the warehouse at or before expiry of the current storage month, then if any delay in so delivering such Goods extends beyond the expiry of the last day of the current storage month (the “expiry date”) and such delay is not due to the Customer, Owner, Depositor or holder of the Receipt or the agent of any of them, Company shall limit the storage charges for the period beyond the expiry date to one thirtieth of the monthly charge for each day that the Goods remain in the warehouse beyond the expiry date.

(c)        Charges for services required by the Customer, Owner, holder of the Receipt or Depositor, charges necessitated by the nature of the Goods and that are incurred after issue of the Receipt, and handling charges upon delivery of the Goods out of storage, will be charged by Company in addition to the monthly storage charges.

(d)        Charges incurred preliminary to issue of the Receipt as set out on the face the Receipt, are due upon issue of the Receipt. Charges incurred subsequently will be billed monthly and due forthwith, save for charges incurred in the thirty days immediately preceding delivery of any Goods out of storage which are due at or before delivery of the Goods.

(e)        Any charge made with respect to the Goods covered by the Receipt shall conform to Company’s tariff in effect at the time the service is performed. This tariff may be reviewed at the office of the Company during regular office hours or requested by email. Quotations for services not included in such tariff will be given on request. No increase in regularly recurring charges will be made on Goods in storage until thirty days after a notice of such increase charge has been mailed to the Customer, Owner, Depositor or the last known holder of the Receipt, unless otherwise agreed to by the holder of the Receipt.

39. Delivery and Transfer Requirements

(a)        Unless Company in its absolute discretion agrees otherwise, no Goods covered by the Receipt shall be delivered or transferred except upon surrender of the Receipt to Company, where such Receipt is a paper document signed by Company. For electronic Receipts only the person to whom the Receipt was issued and named on the receipt, shall be entitled to the Goods or direct delivery of the Goods. In the event that the Receipt is lost or destroyed, unless in the absolute discretion of Company, Company decides otherwise, Goods covered by the Receipt shall not be delivered or transferred until Company is furnished with a bond of indemnity acceptable to Company or an order of a court having jurisdiction over the Goods.

(b)        Unless all unpaid charges incurred with respect to the Goods to be delivered or transferred are paid in full, Company may refuse transfer or delivery of the Goods.

40. Removal of Goods

(a)        Company may, upon written notice to holder of the Receipt, require the removal of the Goods by the end of the next succeeding storage month. Such notice may be given by delivery addressed to the last known place of business of the holder of the Receipt, the last used email of the holder of the Receipt or if there is no known last place of business, the residence of the holder of the Receipt.

(b)        Where Goods are of a perishable nature, may deteriorate greatly in value, may potentially damage other stored property, Company may upon giving the holder of the Receipt written or oral notice, or if the holder of the Receipt is not known, oral or written notice to the Depositor, requiring the holder of the Receipt or the Depositor to satisfy the lien upon the Goods and to remove them from the warehouse; and upon failure of the holder of the Receipt or the Depositor to satisfy Company’s Lien and remove the Goods within the time specified in the notice given, Company may sell the Goods at public or private sale without advertising or in such other manner deemed appropriate by Company, apply the proceeds of sale of the Goods to any amount owing to Company by the holder of the Receipt, the Depositor, Customer, or Owner of the Goods, whether for warehousing charges or otherwise, and the holder of the Receipt, Depositor, Customer, or Owner of the Goods, shall be liable to Company for the balance owing to Company after it applies the proceeds to such balance owing.

(c)        Where in the opinion of Company the nature or the condition of the Goods stored creates a condition hazardous to the safe keeping and storage of other commodities in the warehouse or to any property or person, Company may immediately remove such stored Goods from the warehouse and shall subsequently give such notice to the holder of the Receipt, or if the holder of the Receipt is not known, the Depositor, of such removal and the location of the Goods. In such case the holder of the Receipt, Depositor, Customer, or Owner, shall in addition to all other amounts owing to Company, be liable for all storage and other charges related to delivery of the Goods to the changed location and all charges associated with storing the Goods at the changed location; and any and all liability on the part of Company for the safe keeping of such Goods shall cease.

41. General

(a)        All incoming shipments should be delivered to Company freight prepaid. Company reserves the right to refuse to accept delivery of Goods that are not delivered freight prepaid or that are shipped freight collect.

(b)        If the Depositor or recipient of the Goods or the transportation company that delivers or receives the Goods does not furnish a checker, Company’s load or unload count shall be conclusively deemed to be correct.

42. Responsibility of Company and Additional Limits on Company’s Liability

(a)        The quality, condition, contents and value of Goods stored are not known to Company except as declared and described on the Receipt by the Depositor.

(b)        Company shall not be responsible for loss or damage to the Goods covered by this Receipt resulting from any of the following perils no matter how those perils arose but based upon the assumption these perils did not arise due to the breach of duty of Company to exercise reasonable care as warehouseman:

Fire or explosion; flood, wind, storm, earthquake, or other acts of God; war, insurrection, riot, civil or military authority; strikes, picketing, or any other labour trouble; nuclear energy or power; shrinkage in weight, loss in quantity or other change due to the inherent or perishable nature of the commodity; insufficient cooperage, boxing, crating or packaging; wear and tear; any cause not originating in the warehouse; any cause beyond the control of Company; leakage or failure to detect the same; concealed damage; breakage; theft or pilferage; vermin, rodents, insects or other pests; sprinkler leakage or water;

(c)        Company is not responsible for delays in loading or unloading, nor for demurrage charges or other time penalties arising from any delay.

(d)        In addition to the limitation of liability set out in Part A the Company shall be entitled to limit its liability to $0.50 per pound multiplied by the number of pound(s) or fraction thereof, of each piece(s) of shipment which may have been lost, damaged or destroyed (but not less than $50.00 per shipment), if this amount is less than the amounts set out in Part A.

43. Special Conditions Relating to Particular Goods

(a)        The Customer undertakes not to tender for storage any Dangerous Goods, including but not limiting the generality of the foregoing, any Goods that are of a dangerous, flammable, radio-active, hazardous or damaging nature, except under Special Arrangements. If any such Goods, including Dangerous Goods are accepted by Company under Special Arrangements, Customer undertakes to mark any such Goods and the outside of any packages or container in which they may be placed, as required by any laws or regulations which may be applicable during the carriage. Customer further warrants that any such Goods, the storage thereof as requested by the Customer, as well as the packaging and marking thereof, comply in all respects with the provisions of the Transportation of Dangerous Goods Act,1992 (or any similar or successor legislation) of the Parliament of Canada, similar legislation of any province or other applicable jurisdiction, as well as any regulations passed under such legislation.

(b)        Except under Special Arrangements, Company will not accept or deal with bank notes, bonds, negotiable instruments or securities of any kind, bullion, coin, precious stones, jewelry, valuables, antiques, pictures, human remains, livestock, plants, pharmaceutical products, controlled drugs or substances, or illegal Goods. Should any Customer nevertheless deliver any such Goods to Company or cause Company to handle or deal with any such Goods otherwise than under Special Arrangements, Company shall be under no liability whatsoever for or in connection with such Goods howsoever arising.

“The English version of these Standard Trading Conditions of CIFFA shall be decisive. The Standard Trading Conditions of CIFFA shall be translated and available in French. In the event of a dispute, the English version of the STC’s shall prevail.”

www.ciffa.com

1. APPLICATION: Subject to the terms of any applicable signed written agreement between the parties, these Standard Terms and Conditions of Service (these “Terms”) govern your access to and use of this website (“Site”) and all transportation-related services offered by either Delmar International Inc. or Delmar International (NY) Inc. who are, sometimes individually and collectively referred to hereinafter as “Delmar” or “Broker”) to an owner, shipper, consignee, or any person or entity claiming legal or beneficial interest in goods for whom Broker agrees to provide the services described herein (“Shipper”). The identity of either Delmar International Inc. or Delmar International (NY) Inc. who is providing the services to or for a Customer as Broker will be confirmed by the service quotation issued to it (the “Quotation”). 

2. By accessing or using the Site, by placing an order for services, or by tendering goods (the “Goods”) to Delmar, Shipper agrees on behalf of itself and any company or organization that it represents that it has read and accepts these Terms and our Privacy Policy, which are published at www.delmarcargo.com and which can be made available upon request. If you do not agree with these Terms or our Privacy Policy, do not access or use the Site or our services.

3. Delmar reserves the right to modify, amend or supplement its rates, the nature of its services and these Terms and Conditions without notice. 

4. SERVICES: As the case may be, Delmar International Inc. or Delmar International (NY) Inc. will, as BROKER, agree to arrange for transportation of SHIPPER’s freight pursuant to the terms and conditions of this Agreement and in compliance in all material respects with all federal, state, provincial and local laws and regulations relating to the brokerage of the freight covered by this Agreement. SHIPPER acknowledges that it will be either Delmar International Inc. or Delmar International (NY) Inc. offering a BROKER SERVICE. SHIPPER acknowledges that Delmar International Inc. or Delmar International (NY) Inc. is a BROKER, not a motor carrier. 

5. BROKER OBLIGATIONS: The identity as to which of Delmar International Inc. or Delmar International (NY) Inc.  is offering BROKER service and thereby providing the Broker Services being the subject of these Terms and Conditions (the “Issuing BROKER”) will be disclosed in or on a written or electronic rate confirmation in connection with a specific BROKER SERVICE offering issued to SHIPPER.  SHIPPER acknowledges that the other non-Issuing Delmar entity shall have no rights or obligations in connection therewith or under this Agreement. 

BROKER’s responsibility under this Agreement shall be limited to arranging for, but not actually performing, transportation of SHIPPER’s freight. The Parties may, upon written mutual agreement, include additional service terms to be attached as a signed Appendix. 

SHIPPER acknowledges that the insertion of BROKER’s name or appearance on shipping documents including bills of lading and labels does not represent or imply that it is acting in the capacity of a motor carrier. 

6. SHIPPER’S OBLIGATIONS 

1.1. SHIPPER must: 

1.1.1. Timely communicate in writing, pickup and delivery time requirements to BROKER.

1.1.2. Timely and accurate delivery specifications and description of the cargo, including, but not limited to, dimensions, weight, temperature, any special handling, or security requirements, and employing reasonable security protocols to reduce the risk of cargo theft.

1.1.3. Provide all pertinent information for the purposes of carriage documents including bills of lading, including but not limited to the shipper's and consignee's full name, address, phone numbers, prepaid/collect or third-party billing, number of skids and/or pieces, total weight and/or cube, appointment time, and any special delivery, handling, storage, and security instructions.

1.1.4. The Bill of Lading shall be signed in full (not initialed) by the shipper tendering freight and by the carrier at the point of origin.

1.1.5. On each article covered by the Bill of Lading there shall be plainly marked thereon by the shipper, the name of the consignee and the destination of the goods.

1.1.6. Ensure the receiver of the goods notes any damages/shortages on the Proof of Delivery. If damages are found, after the delivery is completed, the carrier and Delmar should be notified immediately.

1.2. SHIPPER represents and warrants that it tenders transit-worthy goods for the intended carriage, properly packed to withstand the rigors of transportation, that it has properly identified all Goods, and that the tender is in full compliance with declaration, marking and other requirements of the respective U.S. and Canadian Customs Services, the U.S. Food and Drug Administration and Health Canada, and any other statutes, rules, and regulations of any Federal, state, provincial, or local authorities applicable to Customer's Goods, including without limitation applicable to the transport of hazardous or Dangerous Goods.

1.3. SHIPPER shall comply with all applicable laws and regulations relating to the transportation of hazardous materials as defined in 49 CFR §172.800, §173, and § 397 et seq. and/or the Transportation of Dangerous Goods Regulation in Canada to the extent that any shipments constitute hazardous materials or dangerous goods respectively. SHIPPER is obligated to inform the BROKER immediately if any such shipments constitute hazardous materials or dangerous goods. SHIPPER shall defend, indemnify, and hold BROKER harmless from any penalties or liability of any kind, including reasonable attorney fees, arising out of SHIPPER’s failure to comply with applicable laws and regulations. 

7. FREIGHT CARRIAGE ARRANGEMENTS 

In connection with the provision of the Services BROKER has or will enter into bilateral written contracts with each carrier it engages to perform the transportation services required by this Agreement. BROKER shall require each such carrier (“Carrier”) to comply with all applicable federal, state, provincial and local laws and regulations and shall include (but not be limited to) the substance of the following terms: 

A. Carrier is in, and shall maintain compliance with all applicable federal, state, provincial and local laws relating to the provision of its services including, but not limited to: 

2.1.1. Transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. And the Transportation of Dangerous Goods Regulation in Canada to the extent that any shipments hereunder constitute Hazardous Materials or Dangerous Goods respectively.

2.1.2. Security regulations.

2.1.3. Owner/operator lease regulations.

2.1.4. Loading and securement of freight regulations.

2.1.5. Implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service regulations.

2.1.6. Sanitation, temperature, and contamination requirements for transporting food, perishable, and other products.

2.1.7. Qualification, licensing, and training of drivers.

2.1.8. Implementation and maintenance of equipment safety regulations.

2.1.9. Maintenance and control of the drivers’ method of transportation including, but not limited to, performance of its drivers.

2.1.10. All registration, licensing, and insurance requirements required to perform the services; and

2.1.11. Comply with the Food Safety Modernization Act (21 U.S.C. § 2201 et seq.) And its implementing regulations. 

B. Carrier shall agree to defend, indemnify, and hold BROKER and SHIPPER harmless from all damages, claims or losses arising out of its performance of the Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. 

C. Carrier shall agree that its liability for cargo loss or damage shall be determined by the following rules: 

1. Carrier Liability for Loss or Damage to Cargo Originating from a Point in the United States - Carrier liability for cargo loss or damage from services that involve an origin point in the United States will be governed by the provisions of 49 USC §14706 (the Carmack Amendment). Exclusions in carrier’s insurance coverage shall not exonerate carrier from this liability.
2. Carrier Liability for Loss or Damage to Cargo Originating from a Point in Canada - Carrier liability for cargo loss or damage from services that involve an origin point in Canada will be governed by the prescribed “uniform bill of lading” or similar deemed contract of carriage terms and conditions in effect in the province of origin, or where there is no such legislation, in accordance with applicable common law. Where the “uniform bill of lading” is in effect in a province of origin as a general rue subject to there being a “declaration of value” on the contract of carriage by the shipper tendering freight Carrier’s liability for loss or damage will be limited to the lesser of the value of the cargo at the time and place of origin or $2 per pound. SHIPPER acknowledges that a shipper (which may be the SHIPPER) tendering goods at the point of origin may opt to declare a value to a Carrier on a transportation document in respect of which Carrier may levy a freight surcharge.  SHIPPER acknowledges that BROKER will have no responsibility to declare a value of goods to a CARRIER in accordance with the foregoing absent SHIPPER filing such a request with necessary details which is accepted by BROKER (both in writing or in electronic format) and SHIPPER agreeing to pay any resulting Carrier charges.  

D. Carrier shall agree to maintain at all times General Liability and Auto Liability insurance policies with limits being in accordance with applicable laws.  Carrier shall also carry sufficient Cargo Liability Insurance for an amount at least equal to the value of the cargo carrier and be compliant with and have effective Workers Compensation Coverage as required by law.  

E. Carrier shall agree that the provisions contained in 49 CFR 370.1 et seq. shall to the extent applicable govern the processing of claims for loss, damage, injury or delay to property and the processing of salvage, unless otherwise agreed in writing in an instrument other than a bill of lading, tariff, or shipping document. Carrier may agree in such written instrument to an alternative claims process for exempt commodities and BROKER shall provide SHIPPER with advance notice of any such process. 

F. BROKER and Carrier will agree that BROKER is the sole party responsible for payment of Carrier’s charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay Carrier. BROKER agrees to pay the carrier’s undisputed invoice within 30 days of receipt of the bill of lading or proof of delivery, provided carrier is not in default under the terms of this Agreement. If BROKER has not paid Carrier’s undisputed invoice as agreed, and Carrier has complied with the terms of this Agreement, Carrier may seek payment from the SHIPPER or other party responsible for payment after giving BROKER 30 business days advance written notice, except that carrier shall not seek payment from SHIPPER or any other Party responsible for payment if SHIPPER or such other Party can prove payment to BROKER. 

G. Carrier shall warrant and confirm that: 

1. It does not have an “Unsatisfactory” (or equivalent less than “Satisfactory”) safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA and/or any Canadian based safety rating agency as may be applicable to Carrier’s services),
2. That it has no knowledge of any threatened or pending interventions by FMCSA or any other relevant government agency, 
3. If Carrier receives an “Unsatisfactory” safety rating, or a rating has changed from “Satisfactory” to “Conditional” or if any future safety rating has otherwise been downgraded by FMCSA or any other relevant government agency that it shall immediately notify BROKER and shall not transport any freight hereunder without BROKER’s prior written consent. The provisions of this paragraph are intended to include safety rating designations which may replace those above, which are subject to change by FMCSA or any other relevant government agency at any time. 

H. Carrier shall agree that the terms and conditions of its contract with BROKER shall apply on all shipments it handles for BROKER. Any tariff terms published by carrier or carriage conditions as may otherwise be deemed applicable under the law in effect at a place of cargo origin which are inconsistent with the contract shall be ineffective and inapplicable to the shipments tendered under this Agreement. 

I. Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B as may be applicable in accordance with its terms to the extent they conflict with this Agreement.

J. Carrier will not broker, re-broker, assign, interline, or subcontract the shipments without prior written consent of BROKER. If Carrier breaches this provision, BROKER shall have, in addition to all the other rights and remedies at law or in equity, the right of paying the monies it owes its contracted Carrier, directly to the delivering carrier in lieu of payments to its contracted Carrier. Regardless of BROKER’s payment to delivering carrier, the contracted Carrier shall not be released from any liability to BROKER under this Agreement, or from liability under 49 U.S.C. §14916 to the extent applicable. Carrier will not have recourse against SHIPPER or any third party for BROKER’s nonpayment of freight bill(s) to Carrier associated with any brokerage, re-brokerage, assignment, interline, or subcontracting by Carrier. 

K. To the extent that any shipments subject to this Agreement are transported into, out of, through or within the State of California, CARRIER shall warrant that it is in compliance with all California Air Resources Board regulations. CARRIER shall agree to be liable to BROKER and SHIPPER for any penalties, or any other liability, imposed on or assumed by BROKER or SHIPPER because of Carrier’s use of non-compliant equipment. 

8. RECEIPTS AND BILLS OF LADING

If requested by SHIPPER, BROKER agrees to provide SHIPPER with proof of acceptance and delivery of shipments in the form of a signed Bill of Lading or Proof of Delivery via US Mail, courier, or electronically by fax or email. SHIPPER’s insertion of BROKER’s name on the bill of lading shall be for SHIPPER convenience only and shall not change BROKER’s status as a property broker. The terms and conditions of any freight documentation used by BROKER or carrier selected by BROKER may not supplement, alter, or modify the terms of this Agreement. 

9. PAYMENTS 

BROKER shall invoice SHIPPER for its services in accordance with the rates, charges and provisions as set forth in a written or electronic document agreed to by the parties in writing. Payment of the freight charges to BROKER shall unconditionally relieve SHIPPER, Consignee, or other responsible party of any liability to the carrier for non-payment of its freight charges. BROKER shall indemnify SHIPPER from and against any claim for freight payment brought by carrier against SHIPPER when SHIPPER has paid BROKER and BROKER has failed to pay carrier. 

10. CLAIMS 

1. Freight Claims: Customer should note that the general time period for filing claims on carriers is (i) for shipments from a Canadian origin point, 60 days from the date of shipments for loss or damage and 9 months for non-delivery and (ii) for shipments from a United States point of origin 9 months from the date of shipment.
2. It is understood and agreed that the BROKER is not a carrier and that the BROKER shall not be held liable for loss, damage, or delay in the transportation of SHIPPER's property, unless caused by BROKER’s negligent acts or omissions in the performance of this Agreement. BROKER shall assist SHIPPER in the filing and/or processing of claims with the carrier. If payment of a claim is made by BROKER to SHIPPER, SHIPPER automatically assigns its rights and interest in the claim to BROKER.
3. In no event shall BROKER or BROKER’s contracted Carrier be liable to SHIPPER for special, incidental, or consequential damages that relate to loss, damage or delay to a shipment, unless SHIPPER has informed BROKER in written or electronic form prior to or when tendering a shipment or series of shipments to BROKER of the potential nature, type and approximate amount of such damages, and BROKER specifically agrees in written or electronic form to accept responsibility for such damages.
4. SHIPPER shall not be responsible to salvage food shipments that are inspected by a qualified individual as referenced in 21 C.F.R. 1.908(a)(6) and found to be “adulterated” as defined in 21 CFR § 342. For purposes of clarity the foregoing provisions shall apply regardless of the point of origin of cargo and where they are not applicable in accordance with their own terms they shall be and are incorporated by reference into this Agreement.  BROKER will contractually require Carrier to comply with SHIPPER’s written instructions regarding food safety and to be liable for failure to comply with and pay for reasonable disposal instructions.
5. All Other Claims: The Parties shall notify each other of all known material details of claims within sixty (60) days of receiving notice of any claims other than cargo loss or damage claims and shall update each other promptly thereafter as more information becomes available. Civil action, or arbitration, if any, shall commence within two (2) years from the date of shipment from the place of origin.  

11. INSURANCE 

BROKER agrees to procure and maintain at its own expense, at all times the following insurance coverages: Comprehensive General Liability Insurance, Errors and Omissions Insurance.  

12.SURETY BOND 

Where and as required under applicable laws BROKER shall maintain a surety bond or trust fund agreement as prescribed by the Federal Motor Carrier Safety Administration in the amount of at least $75,000 or as otherwise required by the FMCSA and will furnish SHIPPER with proof of compliance upon request. 

13. U.S. HOMELAND SECURITY and CANADIAN EQUIVALENT 

As applicable to each, respectively, BROKER and SHIPPER shall comply with federal, state, provincial and local Homeland Security, analogous Canadian security and related laws and regulations. 

14. INDEMNIFICATION 

Subject to the monetary insurance limits and coverage in Section 8, BROKER and SHIPPER shall defend, indemnify and hold each other harmless from and against any claims, actions or damages, including, but not limited to cargo loss, damage, or delay and payment of rates and/or accessorial charges to carriers, arising out of their respective performances under this Agreement, provided, however, the indemnified party shall not offer settlement in any such claim without the agreement of the indemnifying party which agreement shall not be unreasonably withheld. If the indemnified party offers or agrees to a settlement for such a claim without the written agreement of the indemnifying party, the indemnifying party shall be relieved of its indemnification obligation. Neither Party shall be liable to the other Party for any claims, actions or damages due to such other Party’s own negligence or intentional acts. Failure of insurance coverage, for any reason, shall not exonerate either party from its indemnity obligations hereunder which for either party shall not exceed the amounts specified in Section 8. The obligation to defend shall include all costs of defense as they accrue. 

15. INDEPENDENT CONTRACTOR

The relationship of the Parties to each other shall at all times, be that of independent contractors. None of the terms of this Agreement, or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, or employer/employee relationship between the Parties. Each Party shall provide sole supervision and shall have exclusive control over the actions and operations of its employees, and agents used to perform its services hereunder. Neither Party has any right to control, discipline or direct the performance of any employees, or agents of the other Party. Neither Party shall represent to any party that it is anything other than an independent contractor in its relationship with the other Party. 

16. NON-WAIVER 

Failure of either Party to insist upon performance of any of the terms, conditions or provisions of this Agreement, or to exercise any right or privilege herein, or the waiver of any breach of any of the terms, conditions or provisions of this Agreement, shall not be construed as thereafter waiving any such terms, conditions, provisions, rights or privileges, but the same shall continue and remain in full force and effect as if no forbearance or waiver had occurred. 

Neither Party shall be liable to the other for failure to perform any of its obligations under this Agreement during any time in which such performance is prevented by fire, flood, or other natural disaster, war, embargo, riot, civil disobedience, or the intervention of any government authority, or any other cause outside of the reasonable control of the SHIPPER or BROKER, provided that the Party so prevented uses its best efforts to perform under this Agreement and provided further, that such Party provide reasonable notice to the other Party of such inability to perform. Performance obligations of the Parties may be extended by the amount of delay caused by Force Majeure events, upon mutual agreement.  

17. CHOICE OF LAW and VENUE FOR DISPUTE RESOLUTION 

All questions concerning the construction, interpretation, validity and enforceability of these Terms and Conditions, whether in a court of law or in arbitration, shall be governed by and construed and enforced in accordance with the laws of the Province of Quebec, without giving effect to any choice or conflict of law provision or rule that would cause the laws of any other jurisdiction to apply.  

Shipments Originating from a Canadian Origin Point. Any dispute arising from or relating to this Agreement shall be brought in the courts of Quebec at Montreal which shall have sole and exclusive jurisdiction over same. 

Shipments Originating from a United States Origin Point. Any dispute arising from or relating to this Agreement shall be brought in the courts of New York State at New York City which shall have sole and exclusive jurisdiction over same. 

18. CONFIDENTIALITY 

Other than as required to comply with law or legal process requiring disclosure, the Parties agree to the following: 

1. BROKER shall not utilize SHIPPER’s name or identity in any advertising or promotional communications without written confirmation of SHIPPER’s consent and the Parties shall not publish, use, or disclose the contents or existence of this Agreement except as necessary to conduct their operations pursuant to this Agreement. BROKER will require its carriers and/or other brokers to comply with this confidentiality clause.
2. In addition to Confidential Information protected by law, statutory or otherwise, the Parties agree that all of their financial information and that of their customers, including but not limited to freight and brokerage rates, amounts received for brokerage services, amounts of freight charges collected, freight volume requirements, as well as personal customer information, customer shipping or other logistics requirements shared or learned between the Parties and their customers, shall be treated as Confidential, and shall not be disclosed or used for any reason without prior written consent.
3. In the event of violation of this Confidentiality paragraph, the Parties agree that the remedy at law, including monetary damages, may be inadequate and that the Parties shall be entitled, in addition to any other remedy they may have, to an injunction restraining the violating Party from further violation of this Agreement in which case the non-prevailing Party shall be liable for all costs and expenses incurred, including but not limited to reasonable attorney’s fees. 

19. DELIVERY INSTRUCTION CONFIRMATION

The Parties may agree to specific terms as contained in any Delivery Instructions or other document confirming a BROKER mandate issued by BROKER to SHIPPER. The same shall be considered to be incorporated into these Terms and Conditions. In the event of any conflict between said documentation and these Terms and Conditions the former shall govern to the extent of any such inconsistency. 

20. GENERAL LIMITATION OF LIABILITY

SHIPPER agrees that in no event shall any liability of BROKER in respect of any claim by SHIPPER directly or indirectly arising from any services offered or provided by BROKER exceed an amount of CAN $100,000 whether such claim arises in negligence or otherwise.  

21. DISCLAIMER OF WARRANTIES 

This site and all services are provided “as is,” “as available,” and without any warranty of any kind. Broker does not warrant or guarantee the quality, completeness, timeliness, or availability of the site or services, nor does broker warrant or guarantee that any data, information, or material on the site is accurate or reliable. 

To the maximum extent permitted by applicable law, broker expressly disclaims all warranties of any kind with respect to the site or services (express, implied, statutory, or otherwise), including without limitation those regarding availability, quality, accuracy, merchantability, fitness for any use or purpose, compatibility with any standards or user requirements, title, and noninfringement, as well as any arising by operation of law or from a course of dealing or usage in trade. 

Broker does not warrant or guarantee that availability of the site will be uninterrupted or error free, that any defects in the site will be corrected, or that the site or the servers that make the site available are free of viruses or other harmful conditions or components. Broker has no responsibility for the timeliness, deletion, misdelivery, or failure to store any user communication. 

You acknowledge and agree that the site and access thereto may be subject to limitations, delays, and other problems inherent in the use of the internet, wireless networks, telecommunications, and electronic communications. Broker is not responsible for any delays, inaccuracies, delivery failures, or other failures or damage resulting from those problems or any other problems outside of broker’s reasonable and direct control, including without limitation telecommunications services, the internet, wireless networks, and any third-party software or content. 

Broker makes no representation that the site is appropriate or available for use in locations other than Canada and the United States. Your use of the site is at your own risk and you, alone, are responsible for any damage that may be incurred. No advice or information, oral or written, obtained by you from a broker or in any manner from the site creates any warranty. 

Any features, materials, products, or services mentioned on or made available through the Site are subject to availability. A Broker may change the Site and the features, materials, products, and services mentioned on or made available through the Site at any time without notice or liability. 

22. PRIVACY POLICY 

We may collect certain information about you and from your use of the Site as described in our Privacy Policy, which is incorporated into these Terms and describes our information collection, use, and sharing practices. 

23. PERSONAL INFORMATION  

1. Customer shall not transfer or otherwise make available to Delmar any personal data or personally identifiable information (as such terms are defined in the CASL, the GDPR or any other applicable privacy laws) unless Customer has obtained a valid consent from the relevant data subject in accordance with the terms of the CASL, GDPR or any other applicable privacy laws permitting such transfer and the use by Delmar (being based in Canada) and its subcontractors of such personal data or personally identifiable information as required for the performance of this Agreement.
2. Customer will defend and indemnify Delmar from and against any losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys' fees) arising out of or relating to (1) a breach of this Agreement by Customer; and (2) the intellectual property rights or privacy rights in any of Customer’s Data and any violation by Customer of any applicable privacy law. 

(Approved and promulgated by Canadian Association of Warehousing and Distribution Services, October 1988; revised and promulgated by the International Warehouse Logistics Association, January 1999; revised and promulgated by the International Warehouse Logistics Association, December 2008; revised and promulgated by the International Warehouse Logistics Association, March 2023). 

DEFINITIONS – Sec. 1 

In these Terms and Conditions: 

“Article” means an item of tangible personal property other than a fixture. 

“Depositor” means the owner of the Goods or the party for whose account the Goods are stored; 

“Goods” means the goods or packages containing them that are described on the face of and are covered by this Receipt; 

“Receipt” means this non-negotiable warehouse receipt to which these Terms and Conditions are attached, and which acknowledges in writing Storer’s or Warehouse’s receipt for storage of Depositor’s Goods; 

“Storage” includes cross-dock, trailer-drop, transloading and other such storage services. 

“Storer” or “Warehouse” mean the issuer of this Receipt, its employees, servants, successors and assigns; and 

“Warehouse Facility” means the warehouse premises of the Storer or Warehouse. 

CONTRACT – Sec. 2 

Subject always to legislation in force governing warehouse receipts in the province where the Goods are stored, this 

Receipt including the Terms and Conditions hereinafter set out and rates and charges that may be attached hereto, when delivered or mailed to the Depositor of the Goods at its address last known to the Storer or Warehouse, shall constitute the contract between the Depositor and the Storer or Warehouse; provided that the Depositor may within 20 days after such delivery or mailing, notify the Storer or Warehouse in writing that the Depositor does not accept the contract and forthwith thereafter shall pay the Storer’s or Warehouse’s lien for charges and remove the Goods. If such notice is not given, then this Receipt constitutes the contract. This contract may be cancelled by either party upon 30 days’ written notice and is cancelled if no storage or other services are performed under this contract for a period of 180 days. 

TENDER FOR STORAGE – Sec. 3 

All Goods tendered for storage shall be delivered at the Warehouse Facility properly marked and packaged for handling. The Depositor shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired. Storer or Warehouse is not a guarantor of the condition of such Goods under any circumstances, including, but not limited to hidden, concealed, or latent defects in the Goods. Concealed shortages, damage, inherent vice, or tampering will not be the responsibility of Storer or Warehouse. Depositor represents and warrants to Storer or Warehouse that there are no known potential health, safety and/or environmental hazards associated with the storage and handling of the Goods that have not been disclosed to and acknowledged by Storer or Warehouse. Notwithstanding, Depositor will provide Storer or Warehouse with information concerning the Goods which is accurate, complete and sufficient to allow Storer or Warehouse to comply with all laws and regulations concerning the storage, handling and transporting of the Goods. Depositor will indemnify and hold Storer or Warehouse harmless from all loss, cost, penalty and expense (including reasonable legal fees) which Storer or Warehouse pays or incurs as a result of Depositor failing to fully discharge this obligation. 

STORER’S LIEN – Sec. 4 

All advances and charges are due and payable prior to delivery or transfer of the Goods. The Storer or Warehouse shall have a lien upon, right of retention and security interest in all Articles of Depositor, including the Goods, at any time heretofore and hereafter deposited by Depositor in any Warehouse Facility owned or operated by the Storer or Warehouse. Such lien, right of retention and security interest shall be for all charges, advances and expenses in relation to such Articles of Depositor, whether or not heretofore released from the Warehouse Facility. In the event of nonpayment of any such amounts, the Storer or Warehouse has the right, after reasonable notice, to sell or otherwise dispose of the Depositor’s Articles in any manner that it may reasonably think fit to satisfy its lien, subject to legislation in force governing the disposition of such Articles in the province where such Articles are stored. Where the Storer or Warehouse decides, in its sole and exclusive discretion, to deliver or transfer the Goods prior to receipt of payment of all charges, advances and expenses in relation to the Goods, the Depositor shall deliver to the Storer or Warehouse, immediately upon its request, a signed acknowledgment of indebtedness on an invoice or other statement of account. 

 BASIS OF CHARGES – Sec. 5 

Any charge made with respect to the Goods shall conform to the Storer’s or Warehouse’s rates and charges that may be attached hereto or quotation and/or tariff in effect at the time the service is performed. 

ACCESS AND INSPECTION – Sec. 6 

The Depositor may, subject to the Storer’s or Warehouse’s security and insurance regulations and other reasonable 

limitations, have access to the Goods at any reasonable time, provided at least 48 hours written notice is given in advance to the Storer or Warehouse and provided the Depositor or its authorized representative is accompanied by an employee of the Storer or Warehouse, whose time shall be an additional charge to the Depositor. 

TRANSFER AND TERMINATION OF STORAGE – Sec. 7 

1. Instructions to transfer Goods on the books of the Storer or Warehouse are not effective until delivered to and accepted by Storer or Warehouse, and all charges up to the time transfer is made are chargeable to the Depositor. If a transfer involves re-handling the Goods, such will be subject to a charge. When Goods in storage are transferred from one party to another through issuance of a new warehouse Receipt, a new storage date is established on the date of transfer.
2. The Storer or Warehouse reserves the right to move, at its expense, 14 days after notice is sent by registered mail, overnight courier or electronic transmission to the Depositor, any Goods in storage from the Warehouse Facility in which they may be stored to any other of Storer’s or Warehouse’s facilities. Storer or Warehouse will store the Goods at the Warehouse Facility and may without notice move the Goods within and between, any one or more of the warehouse buildings which comprise the Warehouse Facility identified on the front of this Receipt.
3. The Storer or Warehouse may, upon written notice to the Depositor and any other person known by the Storer or Warehouse to claim an interest in the Goods of not less than 30 days from the end of the current storage month, require the removal of any Goods. Such notice shall be given to the last known place of business of the person to be notified. If Goods are not removed before the end of the notice period, the Storer or Warehouse may sell them in accordance with applicable law.
4. If Storer or Warehouse in good faith believes that the Goods are about to deteriorate or decline in value to less than the amount of Storer’s or Warehouse’s lien before the end of the 30-day notice period referred to in Section 7(c) above, the Storer or Warehouse may specify in the notification any reasonable shorter time for removal of the Goods and if the Goods are not removed, may sell them at public sale held one week after a single advertisement or posting as provided by law.
5. If, after a reasonable effort, Storer or Warehouse is unable to sell the Goods pursuant to this Section 7, Storer or Warehouse may dispose of the Goods in any lawful manner and shall incur no liability by reason of such disposition. 

HANDLING – Sec. 8 

1. The handling charge covers the ordinary labour involved in receiving Goods at warehouse door, placing Goods in storage, and returning Goods to warehouse door. Handling charges are due and payable on receipt of Goods.
2. Unless otherwise agreed in writing, labour for unloading and loading Goods will be subject to a charge. Additional expenses incurred by the Storer or Warehouse in receiving and handling damaged Goods, and additional expense in unloading from or loading into cars or other vehicles not at warehouse door will be charged to the Depositor.
3. Labour and materials used in loading rail cars or other vehicles are chargeable to the Depositor.
4. When Goods are ordered out in quantities less than in which received, the Storer or Warehouse may make an additional charge for each order or each item of an order.
5. Depositor shall indemnify, defend, and hold Storer or Warehouse harmless from all loss, costs, penalties, claims, expenses (including reasonable attorney’s fees) for transportation, storage, handling, and other charges related to the Goods, including but not limited to undercharges, rail demurrage, truck/intermodal detention and other charges, asserted by any third-party. Storer or Warehouse shall not be liable to Depositor for any demurrage or detention, any delays in unloading inbound cars, trailers or other containers, or any delays in obtaining and loading cars, trailers or other containers for outbound shipment unless Storer or Warehouse has failed to exercise reasonable care as determined by industry practice.
6. A charge, in addition to regular rates, will be made for merchandise in bond pursuant to the Customs Bonded Warehouses Regulations, or other applicable regulations, or in sufferance pursuant to the Customs Sufferance Warehouses Regulations, or other applicable regulations.
7. Storer or Warehouse shall not be liable for loss of Goods due to inventory shortage or unexplained or mysterious disappearance of Goods unless Depositor establishes such loss occurred because of Storer’s or Warehouse’s failure to exercise the care required of Storer or Warehouse under Section 13 below. Notwithstanding the foregoing, Depositor acknowledges and agrees to accept a damage and inventory shrinkage allowance of up to 5% of Goods deposited with Storer or Warehouse. 

DELIVERY REQUIREMENTS – Sec. 9 

No Goods shall be delivered or transferred except upon receipt by the Storer or Warehouse of Depositor’s complete written instructions. Written instructions shall include, but are not limited to, fax, EDI, email, or similar communication, provided Storer or Warehouse has no liability when relying on the information contained in the communication as received. Goods may be delivered upon instruction by telephone or electronically in accordance with Depositor’s prior written authorization, but the Storer or Warehouse shall not be responsible for loss or error occasioned thereby. The Storer or Warehouse shall not be liable for failure to carry out such instructions and Goods remaining in storage will continue to be subject to regular storage charges. When Goods are ordered out, a reasonable time shall be given to the Storer or Warehouse to carry out instructions. 

EXTRA/SPECIAL SERVICES – Sec. 10 

1. Storer or Warehouse labour required for services other than ordinary handling and storage will be charged to the Depositor.
2. Special services requested by Depositor including but not limited to compiling of special stock statements; reporting marked weights, serial numbers or other data from packages; physical check of Goods; and handling transit billing will be subject to a charge.
3. Dunnage, bracing, packing materials or other special supplies may be provided for the Depositor at a charge in addition to the Storer’s or Warehouse’s cost.
4. By prior arrangement, Goods may be received or delivered during other than usual business hours, subject to a charge.
5. Communication expenses including overnight courier may be charged to the Depositor if such concern more than normal inventory reporting or if, at the request of the Depositor, communications are made by other than fax, EDI or email.
6. Storer or Warehouse will take physical inventories and cycle counts as requested by Depositor, at Depositor’s expense. Representatives of Depositor and Storer or Warehouse personnel, as well as any independent auditor or designee, may be present when any physical inventory is taken. 

DANGEROUS GOODS – Sec. 11 

It is the Depositor's responsibility to provide the Storer or Warehouse in advance with detailed, written information and instructions on any of its Articles that may be considered hazardous, whether or not they are regulated under the Transportation of Dangerous Goods Act or other applicable legislation. If the Depositor fails to do so, the Storer or Warehouse shall have the right to refuse to accept such Articles when tendered for storage or other services and shall not be liable for any loss, misconsignment or damage of any nature to such Articles. The Depositor warrants that the Goods, the packaging and marking thereof comply in all respects with the provisions of any federal or provincial legislation or regulations governing the handling or storage of dangerous goods. The Depositor assumes all liability for costs incurred and/or damages resulting from Depositor's failure to do so. The Depositor shall indemnify, defend and hold the Storer or Warehouse (including its officers, directors, parent and affiliated companies, employees, servants and agents) harmless from and against any loss, liability, damage, penalty, demand, expense, claim of whatever type or nature by or on behalf of any person, including but not limited to damage or destruction of property or injury (including death) to any person, arising out of the Goods being stored at the Warehouse Facility or tendered for transportation or handled by third parties retained by the Storer or Warehouse. 

REMOVAL OF GOODS – Sec. 12 

No Article that is or may become of a dangerous, explosive, inflammable, radioactive, hazardous, biohazardous, cytotoxic or environmentally damaging nature that, in the opinion of the Storer or Warehouse, may create a condition hazardous to any personnel or Articles in the Warehouse Facility or to the Warehouse Facility itself shall be delivered to the Warehouse Facility, except where the Depositor has obtained the prior written approval of the Storer or Warehouse. Any such Article may, upon being discovered, be destroyed, dumped, sold, or otherwise disposed of as the Storer or Warehouse reasonably sees fit, the whole at the risk and expense of the Depositor and without liability on the part of the Storer or Warehouse. The Storer or Warehouse shall have the right to require the removal from its Warehouse Facility of any other Articles of any kind or description, at any time, without stated reasons, upon written notice of not less than 30 days from the end of the current storage month. 

RECALL – Sec. 13 

In the event a recall, field alert, product withdrawal or field correction (together, “Recall”), whether mandated by governmental authority or voluntary, may be necessary with respect to any Goods deposited under this Receipt, Depositor shall immediately notify Storer or Warehouse in writing. Storer or Warehouse will not act to initiate a Recall without the express prior written approval of Depositor unless otherwise required by applicable laws or at the direction of governmental authority. The cost of any Recall shall be borne by Depositor. Depositor shall indemnify and hold harmless the Storer or Warehouse from all loss, cost, penalty, and expense (including reasonable legal fees) which Storer or Warehouse pays or incurs as a result of a Recall. 

LIABILITY OF STORER OR WAREHOUSE – Sec. 14 

1. The responsibility of the Storer or Warehouse is the reasonable care and diligence required by the laws of the province where the Goods are stored; provided that all Goods are stored at the Depositor’s risk of loss, damage or delay in delivery unless the Depositor establishes such loss, damage or delay occurred because of the Storer’s or Warehouse’s failure to exercise the care required by the laws of the province where the Goods are stored.
2. The quality, condition, contents and value of the Goods are not known to the Storer or Warehouse except as declared by the Depositor and described on the face of the Receipt.
3. Goods covered by this Receipt are not insured by the Storer or Warehouse against loss or damage however caused without limiting the generality of the foregoing, it is specifically declared that: 

1. Storer or Warehouse shall not be liable for any loss or damage to Goods tendered, stored or handled however caused unless such loss or damage resulted from the failure by Storer or Warehouse to exercise such care in regard to them as a reasonably careful person would exercise under like circumstances. Storer or Warehouse is not liable for damages which could not have been avoided by the exercise of such care;
2. In the event of loss or damage to the Goods for which Storer or Warehouse is legally liable, Depositor declares that Storer’s or Warehouse’s liability for damages are limited to $0.50 per POUND , and in no instance shall any one claim exceed the limit of Storer’s or Warehouse’s liability insurance, provided, however, that such liability may at the time of this Receipt as provided in Section 2 be increased upon Depositor’s written request on part or all of the Goods hereunder in which event an additional monthly charge will be made based upon such increased valuation;
3. The limitation of liability referred to this Section 14 shall be Depositor’s exclusive remedy against Storer or Warehouse for any claim or cause of action whatsoever relating to loss, damage, and/or destruction of the Goods;

     d. Where loss, damage or destruction occurs to the Goods, for which the Storer or Warehouse is not liable, the Depositor shall be responsible for the cost of removing and disposing of such Goods and the cost of any environmental cleanup and site remediation resulting from the loss, damage, or destruction to the Goods.

     e. The Storer or Warehouse shall not, in any event, be liable for any claim of any type whatsoever with respect to the Goods unless such claim is presented in writing within a reasonable time, not exceeding 30 days after the Depositor learns of, or, in the exercise of reasonable care, should have learned of the loss, damage or destruction of the Goods. 

GENERAL – Sec. 15 

1. All incoming shipments must be consigned to the Depositor, c/o the Storer or Warehouse, freight prepaid. The Storer or Warehouse reserves the right to refuse acceptance of any Articles improperly consigned or shipped freight collect and shall not be liable or responsible for any loss, injury or damage of any nature to or related to such Articles.
2. If a checker is not furnished by the Depositor or transportation company delivering the Goods to the Warehouse
3. Facility, the Storer’s or Warehouse’s load or unload count shall be conclusively deemed to be correct.
4. The Storer or Warehouse shall have no responsibility for errors resulting from the corruption of electronically transmitted data, or from verbal or telephoned shipping instructions, unless written confirmation of such instructions is received not less than twenty-four hours prior to the shipment of the Goods.
5. When errors in shipment occur, any liability of the Storer or Warehouse shall be strictly limited to the transportation costs involved to rectify any such error, and shall not, under any circumstances, include liability for loss or damages due to the acceptance or use of the Goods.
6. Depositor represents and warrants that it is lawfully possessed of the Goods and has the right and authority to store them with the Storer or Warehouse. Depositor agrees to indemnify and hold harmless the Storer or Warehouse from all loss, cost and expense (including reasonable lawyers’ fees) which Storer or Warehouse pays or incurs as a result of any dispute or litigation, whether instituted by Storer or Warehouse or others, respecting Depositor’s right, title or interest in the Goods. Such amounts shall be charges in relation to the Goods and subject to Storer’s or Warehouse’s lien.
7. With respect to any claim arising from or related to this Receipt, or otherwise arising from the relationship of the parties, in no event will Storer or Warehouse be liable for special, indirect, exemplary, punitive, or consequential damages of any kind, including but not limited to lost profits, lost sales, or damages due to business interruption, regardless of whether such damages were foreseeable or Storer or Warehouse had notice of the possibility of such damages.
8. If any provision of this Receipt, or any application thereof, should be construed or held to be void, invalid or unenforceable, by order, decree, or judgment of a court of competent jurisdiction the remaining provisions of this Receipt shall not be affected thereby but shall remain in full force and effect. Storer’s or Warehouse’s failure to require strict compliance with any provision of the Receipt shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provisions of this Receipt. The provisions of this Receipt shall be binding upon the Depositor’s heirs, executors, successors and assigns and cannot be modified except in writing signed by Storer or Warehouse.
9. The Parties agree that these Terms and Conditions shall be governed by the law of the Province within Canada in which the Warehouse Facility is located. By accepting the services provided under these Terms and Conditions, the Depositor irrevocably attorns to the exclusive jurisdiction of the Courts of that Province. Documents, including this Receipt, may be issued either in physical or electronic form at the option of the Parties.
10. Unless specified otherwise, all statements of or references to dollar amounts in these Terms and Conditions are to lawful money of Canada. 

(Approved and promulgated by the American Warehouse Association, October 1968. Revised and promulgated by the International Warehouse Logistics Association, January 1998, November 2008, May 2015, and March 2020.) 

ACCEPTANCE – Sec. 1 

1. This Contract, including accessorial charges that may be attached hereto, must be accepted within 30 days from the proposal date by signature of DEPOSITOR. In the absence of written acceptance, the act of tendering GOODS described herein for storage or other services by WAREHOUSE within 30 days from the proposal date shall constitute acceptance by DEPOSITOR. DEPOSITOR has had the opportunity to review and inspect the warehouse facility (“FACILITY”).
2. In the event that GOODS tendered for storage or other services do not conform to the description contained herein, or conforming GOODS are tendered after 30 days from the proposal date without prior written acceptance by DEPOSITOR as provided in paragraph (a) of this section, WAREHOUSE may refuse to accept such GOODS. If WAREHOUSE accepts such GOODS, DEPOSITOR agrees to rates and charges as may be assigned and invoiced by WAREHOUSE and to all terms of this Contract. Any GOODS accepted by WAREHOUSE shall constitute GOODS under this Contract.
3. This Contract may be canceled by either party upon 30 days written notice and is canceled if no storage or other services are performed under this Contract for a period of 180 days. 

SHIPMENTS TO AND FROM WAREHOUSE – Sec. 2 

DEPOSITOR agrees that all GOODS shipped to and from WAREHOUSE shall identify DEPOSITOR on the bill of lading or other contract of carriage as the named consignee, in care of WAREHOUSE, and shall not identify WAREHOUSE as the consignee. If, in violation of this Contract, GOODS are shipped to WAREHOUSE as named consignee on the bill of lading or other contract of carriage, DEPOSITOR agrees to immediately notify carrier in writing, with copy of such notice to WAREHOUSE, that WAREHOUSE named as consignee is the “in care of party” only and has no beneficial title or interest in the GOODS. Furthermore, WAREHOUSE shall have the right to refuse such GOODS and shall not be liable for any loss, mis-consignment, or damage of any nature to, or related to, such GOODS. The parties agree that, regardless of whether WAREHOUSE is incorrectly identified as named consignee, or DEPOSITOR fails to notify carrier of the incorrect identification on the bill of lading or other contract of carriage, under no circumstances shall WAREHOUSE be considered the consignee for purposes of identifying the “importer” under 21 U.S.C. § 384a. The parties further agree that, regardless of whether WAREHOUSE is named as an “agent” for purposes of 21 U.S.C. § 350d or receives notification from the U.S. government with respect to confirmation of WAREHOUSE’S status as “agent” under 21 U.S.C. § 350d, under no circumstances shall WAREHOUSE be an agent for purposes of identifying the “importer”, WAREHOUSE shall not be responsible for complying with or performing the duties required of an “importer” under 21 U.S.C. § 384a. Whether WAREHOUSE accepts or refuses GOODS shipped in violation of this Section 2, DEPOSITOR agrees to indemnify and hold WAREHOUSE harmless from all claims for transportation, storage, handling and other charges relating to such GOODS, including undercharges, rail demurrage, truck/intermodal detention, and any fines, penalties, costs and expenses (including attorney’s fees) and other charges of any nature whatsoever, resulting from DEPOSITOR’S failure to comply with the requirements of this Section 2. 

TENDER OF GOODS – Sec. 3 

All GOODS shall be delivered at the FACILITY in a segregated manner, properly marked and packaged for storage and handling. The DEPOSITOR shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired. WAREHOUSE is not a guarantor of the condition of such GOODS under any circumstances, including, but not limited to hidden, concealed, or latent defects in the GOODS. Concealed shortages, damage, inherent vice or tampering will not be the responsibility of WAREHOUSE. 

STORAGE PERIOD AND CHARGES – Sec. 4 

1. Unless otherwise agreed in writing, all charges for storage are per package or other agreed unit per month as per available space.
2. The storage month begins on the date that WAREHOUSE accepts care, custody and control of the GOODS, regardless of unloading date or date of issue of warehouse receipt.
3. Except as provided in paragraph (d) of this section, a full month’s storage charge will apply on all GOODS received between the first and the 15th, inclusive, of a calendar month; one-half month’s storage charge will apply on all GOODS received between the 16th and the last day, inclusive, of a calendar month, and a full month’s storage charge will apply to all GOODS in storage on the first day of the next and succeeding calendar months. All storage charges are due and payable on the first day of storage for the initial month and thereafter on the first day of the calendar month.
4. When mutually agreed in writing by the WAREHOUSE and the DEPOSITOR, a storage month shall extend from a date in one calendar month to, but not including the same date of the next and all succeeding months. All storage charges are due and payable on the first day of the storage month.
5. Any invoice over 30 days past due may be assessed, a service charge of 2% APR per month or a charge otherwise permitted by law. Any dispute as to the amount of the invoice shall be claimed in writing within 30 days from date of invoice. DEPOSITOR may not offset payment of invoices under any circumstances without the prior written consent of WAREHOUSE. 

TRANSFER, TERMINATION OF STORAGE, REMOVAL OF GOODS – Sec. 5 

1. Instructions to transfer GOODS on the books of the WAREHOUSE are not effective until delivered to and accepted by WAREHOUSE, and all charges up to the time transfer is made are chargeable to the DEPOSITOR. If a transfer involves re-handling the GOODS, such will be subject to a charge. When GOODS in storage are transferred from one party to another through issuance of a new warehouse receipt, a new storage date is established on the date of transfer.
2. The WAREHOUSE reserves the right to move, at its expense, 14 days after notice is sent by certified mail or overnight delivery to the DEPOSITOR, any GOODS in storage from the FACILITY in which they may be stored to any other of WAREHOUSE’S facilities. WAREHOUSE will store the GOODS at the Facility and may without notice move the GOODS within and between any one or more of the warehouse buildings which comprise the FACILITY identified on the front of this Contract.
3. WAREHOUSE reserves the right to require advance payment of all past, present, and future charges prior to removal of the GOODS from the Facility.
4. The WAREHOUSE may, upon written notice of not less than 30 days to the DEPOSITOR and any other person known by the WAREHOUSE to claim an interest in the GOODS, require the removal of any GOODS. Such notice shall be given to the last known place of business of the person to be notified. If GOODS are not removed before the end of the notice period, the WAREHOUSE may sell them in accordance with applicable law.
5. If WAREHOUSE in good faith believes that the GOODS are about to deteriorate or decline in value to less than the amount of WAREHOUSE’S lien before the end of the 30-day notice period referred to in Section 5(c), the WAREHOUSE may specify in the notification any reasonable shorter time for removal of the GOODS and if the GOODS are not removed, may sell them at public sale held one week after a single advertisement or posting as provided by law.
6. If as a result of a quality or condition of the GOODS of which the WAREHOUSE had no notice at the time of deposit the GOODS are a hazard to other property or to the FACILITY or to persons, the WAREHOUSE may: i) sell the GOODS at public or private sale without advertisement on reasonable notification to all persons known to claim an interest in the GOODS, ii) return GOODS freight collect, or iii) dispose of GOODS. Pending such disposition, sale or return of the GOODS, the WAREHOUSE may remove the GOODS from the FACILITY and shall incur no liability by reason of such removal.
7. If, after a reasonable effort, WAREHOUSE is unable to sell the GOODS pursuant to this Section 5, WAREHOUSE may dispose of the GOODS in any lawful manner and shall incur no liability by reason of such disposition. 

HANDLING – Sec. 6 

1. The handling charge covers the ordinary labor involved in receiving GOODS at warehouse door, placing GOODS in storage, and returning GOODS to warehouse door. Handling charges are due and payable on receipt of GOODS.
2. Unless otherwise agreed in writing, labor for unloading and loading GOODS will be subject to a charge. Additional expenses incurred by the WAREHOUSE in receiving and handling damaged GOODS, and additional expense in unloading from or loading into cars or other vehicles not at warehouse door will be charged to the DEPOSITOR.
3. Labor and materials used in loading rail cars or other vehicles are chargeable to the DEPOSITOR. d) When GOODS are ordered out in quantities less than in which received, the WAREHOUSE may make an additional charge for each order or each item of an order.
4. DEPOSITOR shall indemnify, defend, and hold WAREHOUSE harmless from all loss, costs, penalties, claims, expenses (including reasonable attorney’s fees) for transportation, storage, handling and other charges related to the GOODS, including but not limited to undercharges, rail demurrage, truck/intermodal detention and other charges, asserted by any third- party. WAREHOUSE shall not be liable to DEPOSITOR for any demurrage or detention, any delays in unloading inbound cars, trailers or other containers, or any delays in obtaining and loading cars, trailers or other containers for outbound shipment unless WAREHOUSE has failed to exercise reasonable care as determined by industry practice. 

DELIVERY REQUIREMENTS – Sec. 7 

No GOODS shall be delivered or transferred except upon receipt by the WAREHOUSE of DEPOSITOR’S complete written instructions. Written instructions shall include, but are not limited to, FAX, EDI, E-Mail or similar communication, provided WAREHOUSE has no liability when relying on the information contained in the communication as received. GOODS may be delivered upon instruction by telephone or electronically in accordance with DEPOSITOR’S prior written authorization, but the WAREHOUSE shall not be responsible for loss or error occasioned thereby. The WAREHOUSE shall not be liable for failure to carry out such instructions and GOODS remaining in storage will continue to be subject to regular storage charges. When GOODS are ordered out, a reasonable time shall be given to the WAREHOUSE to carry out instructions. 

EXTRA SERVICES (SPECIAL SERVICES) – Sec. 8 

1. WAREHOUSE labor required for services other than ordinary handling and storage will be charged to the DEPOSITOR.
2. Special services requested by DEPOSITOR including but not limited to compiling of special stock statements; reporting marked weights, serial numbers or other data from packages; physical check of GOODS; and handling transit billing will be subject to a charge.
3. Dunnage, bracing, packing materials or other special supplies may be provided for the DEPOSITOR at a charge in addition to the WAREHOUSE’S cost.
4. By prior arrangement, GOODS may be received or delivered during other than usual business hours, subject to a charge.
5. Communication expense including postage, overnight delivery, or telephone may be charged to the DEPOSITOR if such concern more than normal inventory reporting or if, at the request of the DEPOSITOR, communications are made by other than regular United States Mail.
6. WAREHOUSE will take physical inventories and cycle counts as requested by DEPOSITOR, at DEPOSITOR’S expense. Representatives of DEPOSITOR and WAREHOUSE personnel, as well as any independent auditor or designee, may be present when any physical inventory is taken. 

BONDED STORAGE – Sec. 9 

1. A charge in addition to regular rates will be made for merchandise in bond.
2. Where a warehouse receipt covers GOODS in U.S. Customs bond, WAREHOUSE shall have no liability for GOODS seized or removed by U.S. Customs. 

MINIMUM CHARGES – Sec. 10 

1. A minimum handling charge per lot and a minimum storage charge per lot per month will be made.
2. When a warehouse receipt covers more than one lot or when a lot is in assortment, a minimum charge per mark, brand, or variety will be made.
3. A minimum monthly charge to one account for storage and/or handling will be made. This charge will apply also to each account when one customer has several accounts, each requiring separate records and billing. 

LIABILITY AND LIMITATION OF DAMAGES – Sec. 11 

1. WAREHOUSE shall not be liable for any loss or damage to GOODS tendered, stored or handled however caused unless such loss or damage resulted from the failure by WAREHOUSE to exercise such care in regard to them as a reasonably careful person would exercise under like circumstances. WAREHOUSE is not liable for damages which could not have been avoided by the exercise of such care.
2. GOODS are not insured by WAREHOUSE against loss or damage however caused.
3. In the event of loss or damage to the GOODS for which WAREHOUSE is legally liable, DEPOSITOR declares that WAREHOUSE’S liability for damages are limited to $0.50 per POUND, and in no instance shall any one claim exceed the limit of WAREHOUSE’S liability insurance, provided, however, that such liability may at the time of acceptance of this Contract as provided in Section 1 be increased upon DEPOSITOR’S written request on part or all of the GOODS hereunder in which event an additional monthly charge will be made based upon such increased valuation.
4. The limitation of liability referred to in Section (c) above shall be DEPOSITOR’S exclusive remedy against WAREHOUSE for any claim or cause of action whatsoever relating to loss, damage, and/or destruction of the GOODS and shall apply to all claims including inventory shortage and mysterious disappearance claims unless DEPOSITOR proves by affirmative evidence that WAREHOUSE converted the GOODS to its own use. Any presumption of conversion imposed by law shall not apply.
5. Where loss or damage occurs to tendered, stored or handled GOODS, for which WAREHOUSE is not liable, the DEPOSITOR shall be responsible for the cost of removing and disposing of such GOODS and the cost of any environmental cleanup and site remediation resulting from the loss or damage to the GOODS. 

NOTICE OF CLAIM AND FILING OF SUIT – Sec. 12 

1. Claims by the DEPOSITOR and all other persons must be presented in writing to the WAREHOUSE within a reasonable time, and in no event any later than the earlier of: (i) 60 days after delivery of the GOODS by the WAREHOUSE or (ii) 60 days after DEPOSITOR is notified by the WAREHOUSE that loss or damage to part or all of the GOODS has occurred. Each claim must contain information necessary to identify the GOODS affected, the basis for liability and the amount of the alleged loss or damage, as well as all appropriate supporting documentation.
2. No lawsuit or other action may be maintained by the DEPOSITOR or others against the WAREHOUSE for loss or damage to the GOODS unless timely written claim has been given as provided in paragraph (a) of this section and unless such lawsuit or other action is commenced by no later than the earlier of: (i) nine months after date of delivery by WAREHOUSE or (ii) nine months after DEPOSITOR is notified that loss or damage to part or all of the GOODS has occurred.
3. When GOODS have not been delivered, notice may be given of known loss or damage to the GOODS by mailing of a letter via certified mail or overnight delivery to the DEPOSITOR. Time limitations for presentation of claim in writing and maintaining of action after notice begin on the date of mailing of such notice by WAREHOUSE. 

LIABILITY FOR CONSEQUENTIAL DAMAGES – Sec. 13 

With respect to any claim arising from or related to this agreement, or otherwise arising from the relationship of the parties, in no event will WAREHOUSE be liable for special, indirect, exemplary, punitive, or consequential damages of any kind, including but not limited to lost profits, lost sales, or damages due to business interruption, regardless of whether such damages were foreseeable or WAREHOUSE had notice of the possibility of such damages. 

LIABILITY FOR MIS-SHIPMENT AND CHARGEBACKS – Sec. 14 

1. If WAREHOUSE negligently mis-ships GOODS, the WAREHOUSE shall pay the reasonable transportation charges incurred to return the mis-shipped GOODS to the FACILITY. If the consignee fails to return the GOODS, WAREHOUSE’S maximum liability shall be for the lost or damaged GOODS as specified in Section 11 above, and WAREHOUSE shall have no liability for damages due to the consignee’s acceptance or use of the GOODS whether such GOODS be those of the DEPOSITOR or another.
2. WAREHOUSE shall not be responsible for chargebacks of any kind.
3. Any and all claims made pursuant to this Section must be in compliance with the requirements set forth in Section 12. 

RECALL – Sec. 15 

In the event of a recall, field alert, product withdrawal or field correction (together, “Recall”) may be necessary with respect to any GOODS provided under this Contract, DEPOSITOR shall immediately notify WAREHOUSE in writing. WAREHOUSE will not act to initiate a Recall without the express prior written approval of DEPOSITOR unless otherwise required by applicable laws. The cost of any Recall shall be borne by DEPOSITOR. DEPOSITOR shall indemnify and hold harmless the WAREHOUSE from all loss, cost, penalty, and expense (including reasonable attorneys’ fees) which WAREHOUSE pays or incurs as a result of a Recall. 

FORCE MAJEURE – Sec. 16 

Neither party shall be liable to the other for default in the performance or discharge of any duty or obligation under this Contract, except for DEPOSITOR’S obligation to pay for services rendered by WAREHOUSE, when caused by acts of God, hurricanes, tidal waves, flood, tornadoes, cyclone, wind storm, earthquake, public enemy, civil commotion, strikes, labor disputes, work stoppages or other difficulties within the workforce, failure to provide power by the utility provider, intentional or malicious acts of third persons or any other organized opposition, cyber-attacks, viruses, corruption, depredation, accidents, explosions, fire, water sprinkler leakage, moths, vermin, insect, seizure under legal process, embargo, prohibition of import or export of GOODS, closure of public highways, railways, airways or shipping lanes, governmental interference, order,   regulation, or other action(s) by governmental authority, national, regional, or local emergency(ies), plague, epidemic, pandemic, outbreaks for infectious disease or any public health crisis, including but not limited to compliance with related practices required or recommended by governmental or health organizations (including but not limited to quarantine or other employee restrictions) or other contingency(ies), similar or dissimilar to the foregoing, beyond the reasonable control of the affected party. Upon the occurrence of such an event the party seeking to rely on this provision shall promptly give written notice to the other party of the nature and consequences of the cause. If the cause is one which nevertheless requires WAREHOUSE to continue to protect the GOODS, DEPOSITOR agrees to pay the storage or similar charges associated with WAREHOUSE’S obligation during the continuance of the force majeure. All GOODS are stored, handled, and transported at DEPOSITOR’S sole risk of loss, damage, or delay caused by any of the above. 

RIGHT TO STORE GOODS – Sec. 17 

DEPOSITOR represents and warrants that DEPOSITOR is lawfully possessed of the GOODS and has the right and authority to store them with WAREHOUSE. DEPOSITOR agrees to indemnify and hold harmless the WAREHOUSE from all loss, cost and expense (including reasonable attorneys’ fees) which WAREHOUSE pays or incurs as a result of any dispute or litigation, whether instituted by WAREHOUSE or others, respecting DEPOSITOR’S right, title or interest in the GOODS. Such amounts shall be charged in relation to the GOODS and subject to WAREHOUSE’S lien. 

ACCURATE INFORMATION – Sec. 18 

DEPOSITOR represents and warrants to WAREHOUSE that there are no known potential health, safety and/or environmental hazards associated with the storage and handling of the GOODS that have not been disclosed to and acknowledged by WAREHOUSE. Notwithstanding, DEPOSITOR will provide WAREHOUSE with information concerning the GOODS which is accurate, complete and sufficient to allow WAREHOUSE to comply with all laws and regulations concerning the storage, handling and transporting of the GOODS. DEPOSITOR will indemnify and hold WAREHOUSE harmless from all loss, cost, penalty, and expense (including reasonable attorneys’ fees) which WAREHOUSE pays or incurs as a result of DEPOSITOR failing to fully discharge this obligation. 

CONFIDENTIALITY – Sec. 19 

1. The Parties shall keep in confidence and not disclose to any third party (i) the terms of this Contract, and (ii) any confidential or proprietary information (“Confidential Information”) that either learns about the other Party, such as, but not limited to, the rates, value, origin, destination, or consignee of any GOODS or shipment made hereunder. The Parties may disclose such terms and information to the extent required by law, to obtain financing, to substitute service providers to the extent necessary to provide such substitute service, or to auditors retained for the purpose of assessing the accuracy of freight bills.
2. WAREHOUSE will maintain and enforce safety and physical security procedures with respect to its possession and maintenance of Confidential Information that comport with the standard of care outlined in Section 11 of this Contract, and which provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure, removal or access of Confidential Information. WAREHOUSE will not be liable for any breach of security or unauthorized access affecting Confidential Information, which could not be avoided by the exercise of such reasonable care. 

SEVERABILITY, WAIVER, and ASSIGNMENT – Sec. 20 

1. If any provision of this Contract, or any application thereof, should be construed or held to be void, invalid or unenforceable, by order, decree or judgment of a court of competent jurisdiction, the remaining provisions of this Contract shall not be affected thereby but shall remain in full force and effect.
2. WAREHOUSE’S failure to require strict compliance with any provision of this Contract shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provision(s) of this Contract.
3. The provisions of this Contract shall be binding upon the heirs, executors, successors and assigns of both DEPOSITOR and WAREHOUSE; contain the sole agreement governing GOODS tendered to the WAREHOUSE; and cannot be modified except by a writing signed by WAREHOUSE and DEPOSITOR.
4. DEPOSITOR shall not assign or sublet its interest or obligations herein, including, but not limited to, the assignment of any monies due and payable, without the prior written consent of WAREHOUSE. 

LIEN – Sec. 21 

WAREHOUSE shall have a general warehouse lien for all lawful charges for storage and preservation of the GOODS; also, for all lawful claims for money advanced, interest, insurance, transportation, labor, weighing coopering, and other charges and expenses in relation to such GOODS, and for the balance on any other accounts that may be due. WAREHOUSE further claims a general warehouse lien for all such charges, advances, and expenses with respect to any other GOODS stored by the DEPOSITOR in any other facility owned or operated by WAREHOUSE. In order to protect its lien, WAREHOUSE reserves the right to require advance payment of all charges prior to shipment of GOODS. Unless expressly stated otherwise in writing, WAREHOUSE will not subordinate its lien to any lender, financial institution, or any other third party. 

DOCUMENTS OF TITLE - Sec. 22 

Documents of title, including warehouse receipts, may be issued either in physical or electronic form at the option of the parties. Any inconsistencies between the terms of the warehouse receipt and this Contract shall be governed by this Contract. 

GOVERNING LAW AND JURISDICTION – Sec. 23 

This Contract and the legal relationship between the parties hereto shall be governed by and construed in accordance with the substantive laws of the state where the FACILITY is located, including Article 7 of the Uniform Commercial Code as ratified in that state, notwithstanding its conflict of laws rules. Any lawsuit or other action involving any dispute, claim or controversy relating in any way to this Contract shall be brought only in the appropriate state or federal court in the state where the FACILITY is located.

(Applicable to all parties using the Non-Vessel Operating services “NVO” Ocean Freight Services) 

See terms at:  https://www.deltrans.net/legal/ 

1. The Motor Carrier agrees to be bound by the following Terms and Conditions in accepting carriage mandate(s) as arranged by Delmar International Inc. and/or Delmar International (NY) Inc.  (collectively, “Delmar” or “Broker”) for and on behalf of its or their shipper customers.  

2. By accessing or using the Site, by offering for services and accepting a freight carriage mandate from Delmar, Carrier agrees on behalf of itself and any company or organization that it represents that it has read and accepts these Terms and Conditions. 

3. Delmar is a broker intermediary. It is not a carrier of goods. Delmar arranges the carriage of freight for its shipper customers by reputable independent third-party motor carriers.

4. As the case may be, Delmar will, as a freight broker intermediary, agree to arrange for transportation of Customer freight pursuant to the terms and conditions of this Agreement and in compliance in all material respects with all federal, state, provincial and local laws and regulations relating to the brokerage of the freight covered by this Agreement. Carrier acknowledges that it will be either Delmar International Inc. or Delmar International (N.Y.) Inc. as Broker tendering freight for carriage.

5. Identity of Delmar entity acting as BROKER. The identity as to which of Delmar International Inc. or Delmar International (NY) Inc. is acting as Broker in the tendering of freight to Carrier (the “Issuing Broker”) will be disclosed in or on a written or electronic rate confirmation issued to Carrier in connection with the tender of freight to Carrier.  SHIPPER acknowledges that the other (non-Issuing Broker) Delmar entity shall have no rights or obligations in connection therewith or under this Agreement.

6. The Carrier represents that it has the required knowledge and skills and all required authorizations and permits to operate commercial motor vehicles over the road in a safe and lawful manner, per licenses as set out in this Agreement, and that it is prepared to perform the services, as the actual carrier and as the operator of such commercial motor vehicles, as per the terms and conditions set out below. Carrier will transport the property under its own operating authority.

7. CONDITIONS OF CARRIAGE. By Accepting any carriage mandate or instruction from Delmar, Carrier agrees to be bound by the following terms and conditions of carriage: 

1. Period of Responsibility. Carrier shall assume liability for any shipment tendered pursuant to this Agreement from the time the Carrier signs a bill of lading or takes possession of the shipment (whichever occurs first) until proper delivery of the shipment is made and signed for by the receiver at destination.  
2. Name on Bill of Lading. Carrier agrees that a shipper’s insertion of Broker’s name as the carrier on a bill of lading shall be for the shipper’s convenience only and shall not change Broker’s status as a property broker nor Carrier’s status as a motor carrier. Broker is not a motor carrier and assumes no motor carrier responsibility for cargo loss and damage. 
3. Sub-Brokering. Carrier shall not re-broker, co-broker, subcontract, assign, interline, or transfer the transportation of shipments hereunder to any other persons or entity conducting business under a different operating authority, without prior written consent of Broker. If Carrier breaches this provision, among all other remedies (whether at equity or in law), Broker shall have the right of paying the monies it owes Carrier directly to the delivering carrier, in lieu of payment to Carrier. Upon Broker’s payment to delivering carrier, Carrier shall not be released from any liability to Broker under this Agreement or otherwise, including any claims under MAP-21 (49 U.S.C. § 13901 et seq.). In addition to the indemnity obligation in this Agreement, Carrier shall be liable for consequential damages for violation of this provision. Carrier will not have recourse against a Customer or any third party for Broker’s nonpayment of freight bill(s) to Carrier associated with any brokerage, re-brokerage, assignment, interline, or subcontracting by Carrier.
4. Reasonable Dispatch. CARRIER agrees that all shipments will be transported and delivered with reasonable dispatch, or as otherwise agreed in writing.
5. Shipments originating in Canada. Carrier assumes liability as a common carrier for loss, damage or delay in respect of any shipment tendered hereunder originating in Canada (be it an intra-Canada shipment or a shipment from Canada to the United States) in accordance with the deemed or prescribed conditions of carriage as may be prescribed by regulation in the province of origin. Should there be no deemed or prescribed conditions of carriage prescribed by regulation in the province of origin Carrier shall subject to the provisions in existence at common law. 
6. Shipments originating in the United States. 

1. Broker and Carrier mutually and expressly agree in respect of intra-United States shipments or shipments from the United States to Canada that pursuant to 49 U.S.C. 14101(b), that the provisions of 49 U.S.C. 13101 et. seq. have no application to the provision of transportation services performed pursuant to this Agreement except to the extent that any such provisions, rights or remedies contained therein are specifically incorporated or enumerated herein; PROVIDED that this waiver of application of the provisions of such Part does not apply to registration, insurance, or safety fitness requirements.
2. Carrier liability for any cargo damage, loss or theft from any cause shall be full actual value (measured by fair market value at destination) under the Carmack Amendment 49 USC 14706.   No limitations of liability shall apply.  
3. Carrier shall comply with 49 C.F.R. §370.1 et seq. and any amendments and/or any other applicable regulations adopted by the Federal Motor Carrier Safety Administration, U.S. Department of Transportation, or any applicable federal, state, or provincial regulatory agency, for processing all loss and damage claims and salvage unless otherwise agreed in writing in an instrument other than a bill of lading, tariff or shipping document.  

      g. Assignment of Rights. Carrier automatically assigns to Broker all its rights to collect freight charges from shipper or any responsible third party on receipt of payment of its freight charges from Broker.  

      h. Equipment. Subject to its representations and warranties above, Carrier agrees to provide the necessary equipment and qualified personnel for completion of the transportation services required for Broker and/or its customers. Carrier will not supply equipment that has been used to transport hazardous wastes, solid or liquid, regardless of whether they meet the definition in 40 C.F.R. §261.1 et. seq. or that under Canadian federal or provincial law pertaining to dangerous goods.  Carrier will furnish equipment for transporting cargo, which is sanitary, and free of any contamination, suitable for the particular commodity being transported and which will not cause in whole or in part adulteration of the commodity as defined in 21 U.S.C § 342. 

      i. California Shipments. On behalf of shipper, consignee, and broker interests, to the extent that any shipments subject to this Agreement are transported within the State of California on refrigerated equipment, Carrier warrants that it shall only utilize equipment which is in full compliance with the California Air Resources Board (CARB) Transport Refrigerated Unit (TRU) Airborne Toxic Control Measure (ATCM) in-use regulations. CARRIER shall agree to be liable to BROKER and SHIPPER for any penalties, or any other liability, imposed on or assumed by BROKER or SHIPPER because of Carrier’s use of non-compliant equipment. 

      j. Penalties. Carrier shall be liable to Broker for any penalties, or any other liability, imposed on, or assumed by Broker due to penalties imposed on Broker’s Customer because of Carrier’s use of non-compliant equipment. 

8. TRANSPORT DOCUMENTATION  

1. Bill of Lading. The Carrier shall issue a bill of lading (whether it be the Carrier’s form of bill of lading or that of the shipper or a third party as may be the case and as authorized by law) as evidence of receipt of any shipment hereunder. In the event of a conflict between the terms of this Agreement and those of any bill of lading, Carrier tariff or as deemed to apply by applicable legislation, the terms of this Agreement shall govern to the extent of any inconsistency. With respect to transportation originating in the United States, the terms and conditions of any bill of lading or other freight documentation used by Carrier are null and void and will not supplement, alter, or modify the terms of this Agreement.  The bill of lading will be prima facie evidence of receipt by the Carrier of the goods in good order and condition, unless otherwise noted on the face of the bill of lading.
2. Receipt Upon Delivery.  Carrier will give to and receive from the consignee of a shipment an original signed bill of lading, or written receipt, for all goods delivered.  The delivery receipt will be prima facie evidence of receipt of the goods in good order and condition, unless otherwise noted on the face of the delivery receipt.  The Carrier will notify Broker of any exception noted on the delivery receipt within 2 hours and will furnish a legible copy of the written delivery receipt or bill of lading signed by the consignee as acceptance of the shipment and proof of delivery along with the carrier’s invoice.  Proof related to any accessorial charges must also be supplied, for example, gate passes showing in and out times as proof of waiting time charges. 

9. LICENCES AND COMPLIANCE WITH LAWS 

1. Carrier warrants that it holds in good standing all necessary licences, permits, approvals, safety ratings or scores and registrations (collectively “licences”) from any and all federal, state, provincial or municipal regulatory authorities to perform the motor carrier transportation services referred to in this Agreement including but not limited to: 

• transportation of Hazardous Materials, (including the licensing and training of drivers), as defined 
• in 49 C.F.R. §172.800, §173, and §397 et seq. and the Transportation of Dangerous Goods Regulation in Canada to the extent that any shipment hereunder constitute Hazardous Materials or Dangerous Goods respectively; 
• security regulations; 
• owner/operator lease regulations; 
• loading and securement of freight regulations; 
• implementation and maintenance of driver safety regulations including, but not limited to, - hiring, controlled substances, and hours of service regulations; 
• sanitation, temperature, and contamination requirements for transporting food, perishable, and other products; 
• qualification, licensing and training of drivers; 
• implementation and maintenance of equipment safety regulations; 
• maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; 
• all registration, licensing, and insurance requirements required to perform the services; and 
• comply with the Food Safety Modernization Act (21 U.S.C. § 2201 et seq.) and its implementing regulations. 

     b. Carrier warrants that it does not have an “Unsatisfactory” or “Conditional” (or equivalent less than “Satisfactory”) safety rating as determined by the i) Federal Motor Carrier Safety Administration, or a substantially equivalent safety rating under the Carrier Safety Measurement System implemented under the Compliance Safety Accountability Program or ii) any applicable governing provincial regulatory body in Canada. Carrier also warrants that it has no knowledge of any threatened or pending interventions by the FMCSA or any other relevant government agency and that if Carrier receives an any downgrade to any safety rating from any agency or authority that it shall immediately notify Broker of any changes to any safety rating and of any receipt of notice of any pending hearing or ‘show cause’ proceeding that may have the affect of any downgrade to a safety rating or give rise to a suspension or cancellation of any licences. Broker reserves the right thereafter to discontinue without penalty or continue, in its absolute discretion, the Services based on such a modification of the Licenses.  

    c. The Carrier warrants that it will perform all service hereunder in a professional and workmanlike manner, in accordance with the highest industry standards, and in compliance with all applicable laws and regulations. The Carrier shall refuse to execute any shipment mandate if it cannot comply with applicable laws or regulations. Unless otherwise stated by the Carrier, the delivery of the shipment by the Carrier will be deemed as confirmation from the Carrier to Broker that the shipment was safely completed and in compliance with all laws and regulations. The Carrier also understands that it is solely liable for any violation of laws, rules and ordinances and that neither the Customers nor Broker will assume liability for fines or costs or other penalties.

   d. Without being in limitation of the foregoing, Carrier warrants that is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, provincial, state and local laws relating to the provision of its services including, but not limited to: transportation of Dangerous Goods (or Hazardous Materials), (including the licensing and training of drivers), to the extent that any shipments hereunder constitute Dangerous Goods (or Hazardous Materials). 

   e. Carrier shall comply with all security regulations; owner/operator lease regulations; loading and securement of freight regulations; implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances and alcohol testing, and hours of service regulations; sanitation, temperature, and contamination requirements for transporting food, perishable, and other products, under applicable law including without limitation the Food Safety Modernization Act, the Sanitary Food Transportation Act of 2005 and the FDA’s Final Rule pertaining to Sanitary Transportation of Human and Animal Food, qualification and licensing and training of drivers; implementation and maintenance of equipment safety regulations; maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; all applicable insurance laws and regulations including but not limited to workers’ compensation. Carrier agrees to provide proof of compliance upon request.   

   f. Carrier warrants that it is C-TPAT compliant and certified.  

10. RATES AND CHARGES AND SERVICES 

1. Broker shall pay Carrier for the transportation services provided in accordance with the rates and charges agreed to either in writing or electronically prior to the shipment.  As Carrier agrees that Broker is the sole party responsible for payment of Carrier’s charges, Carrier shall not bill any other party for any freight or other charges payable by Broker under this Agreement, and Carrier waives any rights as may exist at law or otherwise to attempt to collect freight charges from any shipper, consignee, or other third party.
2. Fuel surcharges associated with the transportation services shall be included in the charges agreed to prior to shipment.
3. All charges for ancillary, accessorial or special services, or goods requiring temperature control protection, shall be agreed to by the Parties prior to shipment, and shall be in writing.

11. INVOICING 

1. Carrier shall deliver goods and then submit its invoice for its services to Broker within fifteen (15) days of the delivery of the goods, and Broker shall pay Carrier within forty-five (45) days from the latter of delivery date or date invoice is received.
2. Proof of delivery must accompany invoice, except where Carrier is otherwise directed by Broker, in writing.
3. Unless provided herein, Carrier shall not communicate, directly or indirectly, with Broker’s Customers, consignors, or consignees.
4. Carrier shall not claim title or any rights, and shall not have any lien, and expressly waives its right to any lien on any cargo, freight or other property of Broker or any of its Customers shipped pursuant to this Agreement.  Carrier will not hold any shipment due to any dispute with Broker regarding freight charges. In the event of insolvency proceedings are instituted by or against Carrier, Broker may immediately enter upon the premises where its goods may be found and take possession thereof.
5. Carrier agrees and confirms that with respect to all shipments transported by the Carrier pursuant to this Agreement, Broker shall not be subject to the trust fund requirements of Section 191 of the Ontario Highway Traffic Act or to any trust fund requirements created by similar legislation in Canada or in the United States of America that may be applicable to the carriage of goods moved pursuant to this Agreement.
6. Broker may offset monies due to Broker or Shipper or Consignee by Carrier under the terms hereof against any payments otherwise to Carrier.  

12. INSURANCE - Carrier warrants that it has all insurance coverage as outlined herein.  Carrier shall cause its insurers to list Broker on the Carrier’s insurance certificate as a certificate holder.  Carrier shall cause its insurers to agree to notify Broker at least thirty (30) days in advance of reduction, cancellation or a material change resulting in its failure to meet the minimum levels set forth herein. Carrier shall furnish Broker, upon execution of this Agreement and upon request of Broker, with a certificate attesting thereto and to the existence and extent of the coverage required. Carrier shall furnish Broker with the policy wordings, if so requested.  

13. CLAIMS - Should freight be lost, damaged, or unusable while in the responsibility of Carrier, Broker will file an intent to claim. Carrier agrees to pay valid claims within 30 days.  

14. FINES  

1. Carrier shall notify Broker immediately of any accident or actual delay that prevents Carrier from making a timely or safe delivery. If the Carrier does not notify Broker of any delay greater than 1 hour, which causes Broker to miss a scheduled appointment, the Carrier will accept liability for all costs, fines and penalties that Broker or its’ Customers receive due to this delay.
2. Carrier acknowledges that in some situations, Broker’s Customers, a shipper, or a consignee may impose a fine for issues related to service, including but not limited to, late delivery, seal preservation and related protocols, and failure to comply with prescribed pick-up and delivery appointments. Broker investigates all fines on behalf of its Customers. If the Carrier is negligent and/or responsible for any root cause for the imposition of any fine assessed, an invoice for the amount of the fine will be generated and sent to Carrier for payment within 60 days.  Without restricting or in limitation of the foregoing: 

1. subject to sub-paragraph b) below, Carrier is accordingly required to abide by and comply with all instructions provided to it by any party (including, without limitation, Broker) prior to and including the Period of Responsibility prescribed at sub-paragraph 3(i) above.
2. if Carrier is provided any instructions by any party concerning a shipment that, despite it’s being in full compliance with the terms of this Agreement, it is reasonably unable to comply with, it shall immediately upon the receipt of same contact Broker for clarification and further instruction.  Carrier will remain required to abide by and comply with instructions provided to it per sub-paragraph a) above subject only to securing a written waiver or amendment thereto from Broker prior to the occurrence of any event alleged to give rise to the assessment of any fine or penalty.  

15. INDEPENDENT CONTRACTOR - Carrier will perform the services as an independent contractor. Carrier assumes full responsibility for the acts and omissions of its employees and has sole responsibility for all taxes, insurance, pension, and related matters applicable to its employees. It is Carrier’s obligation to comply with any and all laws and regulations, and this Agreement should not be interpreted as a request by Broker for the Carrier to violate any laws or regulations or to impose a specific method of work. Broker’s requests are minimum standards, and the Carrier shall conduct its operations independently and with the highest regard to safety and compliance. Carrier shall have in place driver and workplace policies consistent with the latest legislation including alcohol and substance policies including cannabis.  

Carrier is solely responsible for any and all management, governing, discipline, direction and control of its employees, owner/operators, and equipment with respect to operating within all applicable federal, state, and provincial legal and regulatory requirements to ensure the safe operation of Carrier’s vehicles, drivers and facilities. Carrier and Broker agree that safe and legal operation of the Carrier and its drivers shall completely and without question govern and supersede any service requests, demands, preferences, instructions, and information from Broker or Broker’s Customer with respect to any shipment at any time. 

16. INDEMNIFICATION - Carrier will defend, indemnify, and hold harmless Broker, Customers, their employees, agents and affiliates (“Indemnitees”), from and against all loss, damage, expense (including but not limited to reasonable legal fees), and claims for injury to persons, including injury resulting in death, and damage to property, in connection with the provision of services by Carrier or its agents, employees or affiliates, including without limitation relating to the loading, handling, transportation, unloading or delivery of any shipment, except to the extent that the loss is caused by the negligence of the Indemnitees, in which case each party will be responsible for its pro-rata share of damages and expenses, subject to the limitations set forth herein.  This paragraph will survive the termination of this Agreement.  Broker will tender any claim under this paragraph to Carrier within a reasonable time after it becomes aware of the claim; provided, that failure to timely tender a claim will not be an absolute waiver of Carrier’s obligation to defend Indemnitees. 

Broker will defend, indemnify, and hold harmless Carrier, Customers, their employees, agents and affiliates (“Indemnitees”), from and against all loss, damage, expense (including but not limited to reasonable legal fees), and claims for injury to persons, including injury resulting in death, and damage to property, in connection with the provision of services by Broker or its agents, employees or affiliates, including without limitation relating to the loading, handling, transportation, unloading or delivery of any shipment, except to the extent that the loss is caused by the negligence of the Indemnitees, in which case each party will be responsible for its pro-rata share of damages and expenses, subject to the limitations set forth herein.  This paragraph will survive the termination of this Agreement.  Carrier will tender any claim under this paragraph to Broker within a reasonable time after it becomes aware of the claim; provided, that failure to timely tender a claim will not be an absolute waiver of Broker’s obligation to defend Indemnitees. 

17. NO BACK-SOLICITATION – Unless otherwise agreed in writing, Carrier shall not solicit, accept, divert, by-pass, back-solicit, or perform transportation of any freight shipments for a period of 24 months following termination of this agreement for any reason, from any shipper, consignor, consignee, or other Customers of Broker, when such shipments of shipper Customers were first tendered to Carrier by Broker. Broker and Carrier agree and acknowledges that it would be difficult and costly to establish the amount of damages suffered by Broker upon a breach by Carrier of the provisions of this section. As a result, in addition to any other remedies that Broker may have, including, without limitation, injunctive relief or other equitable remedies, Broker shall be entitled, for a period of 36 months following delivery of the last shipment transported by Carrier under this Agreement, to a commission of twenty percent (20%) of the gross transportation revenue (as evidenced by freight bills) received by Carrier for the transportation of said freight as liquidated damages. Additionally, in the event that Broker is successful in enforcing these rights, Carrier shall be liable for all costs and expenses incurred by Broker, including, but not limited to, reasonable lawyer’s fees.  

18. NO EMPLOYEE SOLICITATION - Neither party shall, during the term of this Agreement, and for one (1) year thereafter, solicit for hire as an employee, consultant or otherwise, any of the other Party’s personnel who have had involvement with respect to the service referred to in this Agreement, without the express written consent of the other Party.

19. ASSIGNMENT - Neither party may assign or transfer this Agreement, in whole or in part, or any right, duty, or interest arising thereunder, without prior written consent of the other Party. 

20. MODIFICATION OF AGREEMENT - No modification of this Agreement and no waiver of any of its terms will be valid or binding unless in writing duly executed by both parties. 

21. FORCE MAJEURE - Neither Party will be liable for any delay in the performance of their respective obligations under this Agreement resulting directly or indirectly from or contributed to by any acts of God, acts of government or other civil or military authorities, acts of terrorists, epidemics, pandemics, war, riot or other similar circumstances beyond its reasonable control.  

22. CONSEQUENTIAL DAMAGES - Subject to and except as specifically provided for in this Agreement neither Party shall be liable to the other for consequential damages, special damages, lost profits, loss of market, loss of goodwill, exemplary or punitive damages without prior written notification of the risk of loss and its approximate financial amount, and agreement to assume such responsibility in writing. 

23. APPLICABLE LAW AND ARBITRATION - All questions concerning the construction, interpretation, validity, and enforceability of this Agreement, whether in a court of law or in arbitration, shall be governed by and construed and enforced in accordance with the laws of the Province of Quebec, without giving effect to any choice or conflict of law provision or rule that would.  

1. Shipments Originating from a Canadian Origin Point. Any dispute arising from or relating to this Agreement shall be brought in the courts of Quebec at Montreal which shall have sole and exclusive jurisdiction over same.
2. Shipments Originating from a United States Origin Point. Any dispute arising from or relating to this Agreement shall be brought in the courts of New York State at New York City which shall have sole and exclusive jurisdiction over same. 

24. CONFIDENTIALITY  

1. In addition to Confidential Information protected by law, statutory or otherwise, the Parties agree that all of their financial information and that of their customers, including but not limited to freight and brokerage rates, amounts received for brokerage services, amounts of freight charges collected, freight volume requirements, as well as personal customer information, customer shipping or other logistics requirements shared or learned between the Parties and their customers, shall be treated as Confidential, and shall not be disclosed or used for any reason without prior written consent.
2. In the event of violation of this Confidentiality paragraph, the Parties agree that the remedy at law, including monetary damages, may be inadequate and that the Parties shall be entitled, in addition to any other remedy they may have, to an injunction restraining the violating Party from further violation of this Agreement in which case the prevailing Party shall be liable for all costs and expenses incurred, including but not limited to reasonable attorney’s fees. 

25. REQUIRED CARRIER INSURANCE  

1. Motor Vehicle Liability Insurance, covering all motor vehicles and component parts owned, licensed or hired by the Carrier and used in the performance of the operations of the Carrier (including passenger hazard) with inclusive limits of not less than Two Million dollars ($2,000,000) in the currency of the base freight per event.
2. Comprehensive General Liability Insurance covering all operations of the Carrier hereunder in the amount of not less than Two Million dollars ($2,000,000) in the currency of the base freight per event unless otherwise approved or such greater amount as may be required by legislation and supply point operator.
3. If spill clean-up costs are excluded in the Motor Vehicle Liability policy, Carrier shall have an endorsement attached to the Comprehensive General Liability policy to include spill clean-up costs as a result of motor vehicle operations.
4. Carrier must maintain Cargo loss or Damage Insurance in the amount of no less Two Hundred and Fifty Thousand dollars ($250,000) per trailer load or truckload in the currency of the base freight rate.
5. Workers’ compensation as required by Applicable Law or employer’s liability insurance in the amount of not less than One Million dollars ($1,000,000) in the currency of the base freight per occurrence.
6. The Carrier Insurance policies shall include provisions requiring the insurer:

1. to immediately notify Broker in writing if there should occur any modification of the insured risks affecting the Client’s interest.
2. to name Broker as an additional insured (except with respect to workers’ compensation insurance and motor vehicle liability insurance); and
3. to give Broker at least 30 days prior written notice of any cancellation of, or any material alteration to, or any substantial reduction in the amount of coverage under,  

ADDITIONAL TERMS 

Terms to Benefit Broker and its Customers 

1. COMMITMENT DETAILS 

1. Carrier’s drivers and equipment will arrive at customer facilities and remain at all times during the transportation of customer products at the correct temperature settings with climate control in accordance with instructions from Broker. 
2. Carrier’s drivers and equipment will have their trailers swept clean and odor free prior to arrival at customer facilities and at all times during the transportation of the products. 
3. Each trailer will have sufficient load bars to secure product.  

2. AUDIT RIGHT 

Carrier covenants that all transactions related to this Agreement shall be accurately and fairly recorded in its books and records in all material respects in accordance with Generally Accepted Accounting Practices (“GAAP”).  Broker shall be entitled to audit Carrier’s activities during the term of this Agreement in its sole and reasonable discretion, to ensure compliance with applicable laws, and Carrier shall cooperate fully with such audit. Broker may cause a third party to audit the books and records of Carrier which are relevant to this Agreement at any time during the Term upon forty eight (48 hours) written notice to Carrier; provided that such third party is subject to professional confidentiality obligations.  

3. PUBLICITY AND TRADEMARKS 

Carrier shall not (i) use any of Broker or its customer’s trademarks, trade names, service marks, logos and/or other proprietary designations of Broker or its customers without Broker or its customers prior written consent for use and manner of such use; or (ii) publicize the existence of this Agreement without Broker or its customers prior written consent (iii) issue any news release or public communication in which Broker or its customers, (or their activities with Carrier), as the case may be, are mentioned; or (iv) in any of its advertising or otherwise, quote the opinion of any Broker or its customers’ employee, Subcontractor and/or other representative. Carrier acknowledges and agrees that all rights, title, and interest in and to all Broker or its customers’ intellectual property reside in Broker or its customers, as the case may be. Carrier shall not be deemed by anything contained in this Agreement or done under it, to acquire any right, title, or interest in and to any Broker or its customers intellectual property or any portion thereof. 

4. NO LIENS 

Carrier shall neither have, nor claim nor permit any lien or other encumbrance to be placed against the cargo while they are in the Carrier’s possession or under its care, custody, and control. Carrier shall not withhold any cargo on account of any dispute as to the rates, or any alleged failure of Broker or customers to pay charges incurred under this Agreement. The Carrier is relying on the general credit of Broker, and hereby waives and releases all liens that the Carrier might otherwise have to any cargo in the possession or control of Carrier. 

5. COOLING EQUIPMENT 

Carrier shall utilize transport vehicles and/or facilities that are equipped with appropriate environmental systems (cooling and/or heating). Carrier will utilize transport vehicles for the transportation of products that meet the customer’s requirements.  

6. GENERAL  

1. Carrier shall ensure that the cargo is handled, stored, and transported according to the conditions described on the product label.
2. Carrier will provide evidence that security procedures exist and are currently being executed when requested by Broker, during any scheduled audit.
3. Carrier will comply with laws, regulations and governmental security directives, in accordance to applicable Federal and Provincial Transportation legislation, and will also provide service that meets or exceeds industry standards.
4. Upon request by Broker, Carrier will provide safety road records for its contractors, during any scheduled audit.  

7. EQUIPMENT 

1. All equipment will be mechanically safe and in compliance with applicable Federal and Provincial Transportation laws and regulations prior to use in any work for Broker.
2. Carrier will not offer to Broker any equipment that has been contaminated or used to transport garbage or hazardous waste.
3. All trailers offered to Broker for loading will have interiors that are clean, odour free, and show no evidence of damage. Broker or Customer maintains the right to refuse equipment that does not meet these standards.
4. Carrier will ship the product in accordance with Broker’s requirements and instructions to ensure that product quality is maintained, and the product is not exposed to conditions that may have an adverse effect on product quality or stability.
5. Where controlled temperature trailers are used. Carrier will have annual preventative maintenance program in place. Broker has the right to request evidence that there is a maintenance program in place during any scheduled audit. Maintenance program records shall be kept for a minimum of 7 (seven) years.
6. If temperature monitoring devices are to be used for products requiring controlled environmental conditions, these will be placed by Broker or customer prior to Carrier assuming responsibility. Customer will advise Broker who will advise Carrier. Customer is responsible for retrieving and recovering recordings upon arrival of goods at destination.
7. Carrier will promptly notify Broker of deviations from normal delivering standards within 24 hours. 

8. PERSONNEL 

1. Upon request by Broker or Customer, drivers should be prepared to display a valid commercial driver's license.
2. Carrier will maintain an initial and continuing training program to assure all personnel engaged in the distribution of Broker products have the training and experience to properly perform their assigned functions. 

9. HANDLING AND STORAGE 

1. Carrier will transport Broker Customer products, while in-transit, in accordance with Broker requirements and instructions to ensure that product's quality is maintained, and the product is not exposed to conditions that may have an adverse effect on product quality or stability.
2. Carrier will inform Broker of any product theft, loss or damage during transportation by writing within 24 hours. Any damage, loss or destruction of product should be communicated promptly to Broker after it is identified by Carrier.
3. Carrier is prohibited from opening freight unless directed by law enforcement officials (e.g., Canadian or U.S. Customs) or an authorized customer representative and must promptly report such authorized openings of freight to Broker. In addition, any freight showing evidence of being opened or tampered with must be reported to Broker within twenty-four (24) hours with a written report. 

10. AUDITS AND QUALITY SYSTEMS 

1. Carrier agrees to implement and maintain a reasonable quality management system in connection with the performance of its obligation under this agreement.
2. Non-conformances shall be reported by written to Broker responsible within one (1) working day and a copy of the records shall be sent on request. Carrier will implement appropriate corrective actions where required within 30 business days, as per Carrier procedures. Non-conformance reports and corrective action reports shall be kept for a minimum period of five (5) years.
3. Carrier shall have a self-inspection program to ensure their compliance. The self-inspection records shall be kept for a minimum of five (5) years.
4. Carrier shall cooperate with any audit by Broker of any of Carrier’s premises, records and/or servicing locations, provided that 48 hours advance notification is received.
5. Carrier will inform Broker of the results of any inspections conducted by governmental agencies where the cargo is in any way concerned. 

11. COMPLAINTS 

1. Carrier shall ensure that it has a written procedure to investigate and document quality related complaints associated with transportation.
2. Carrier shall ensure that all cargo complaints forwarded by Broker, or its Customer are investigated in a manner that meets regulatory requirements. A written report outlining the result of the complaint investigation shall be provided to Broker within fourteen (14) calendar days of the receipt of the complaint from Broker or customer. 

12. DOCUMENTATION AND RECORDS 

1. Carrier shall retain reasonable records of transportation to demonstrate that transportation services (including but not limited to environmental conditions and security controls) will be appropriate and acceptable to regulatory authorities in connection with the performance of its obligations under this agreement.
2. Carrier will ensure that transportation records of inbound and outbound shipments are maintained, including monitoring records for which each is responsible and when applicable, for a period of seven years. 

13. CONFIDENTIALITY 

All documentation to Carrier by Broker and to Broker by Carrier will be treated confidentially by both parties and shall, under no circumstances, be disclosed to any other party except as required by regulations or consent is provided in writing. The confidential information communicated by one party to the other party under this Agreement (whether prior to or after execution hereof) through written documents (hereinafter the "Documents") or by any other means or any part thereof (hereinafter collectively the "Confidential Information") shall be kept in confidence by the receiving party which agrees to use the Confidential Information solely for the purpose of implementing this Agreement. This confidentiality will survive three (3) years beyond the termination of this Agreement. 

14. COMPLIANCE WITH BROKER’S CUSTOMER PRIVACY POLICY: Carrier undertakes to comply with BROKER’s Privacy Policy which provides protection of personal information and privacy for Broker’s customers. This Privacy Policy is posted at https://www.delmarcargo.com/en/legal  

15. In the event of any inconsistency or conflict between these Terms and any Rate Quotation (“Quotation”) issued by Delmar, the Quotation shall govern, the same being incorporated into this Agreement.