Standard Terms & Conditions

a. The Company may provide its services as either principal or agent. The Company acts as agent of the Customer, except

(i) where it issues a transport document or electronic record evidencing its obligation for the delivery of goods, or
(ii) to the extent the Company’s employees physically handle goods in the course of performing any Services.

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.

b. When the Company acts as an agent, the Company assists in establishing a direct contract between the Customer and third-party provider of Services. The Customer acknowledges that it will be bound by the terms and conditions applicable to such third-party services providers, which are hereby incorporated by reference. The Customer acts as the principal in these engagements, whether or not the Customer is identified in any agreement with such third-party service providers.

c. When the Company acts as principal under these Conditions, the Customer acknowledges and agrees that the Company is only liable to the same extent as the third-party who performs the actual carriage or service. In the event of any conflicts between the conditions on which the third-party offers their services, and these Conditions, these Conditions will prevail.

d. Nothing in these Conditions will obligate the Company to accept goods tendered by the Customer for Services or provide any specific Services required by a Customer. If the Company agrees to provide Services to the Customer, the Company will exercise reasonable care in providing such Services in accordance with these Conditions, including the selection and instruction of third-party service providers engaged in the Services.

e. If the Company agrees to provide Services to the Customer, the Company will arrange appropriate logistics solutions within a reasonable time after receiving all necessary instructions from the Customer in writing.

f. The Company will use commercially reasonable efforts to ensure instructions provided by Customer in writing to the Company are provided to third-party service providers involved in fulfilling the Services, except when the Company does not agree to such instructions. The Customer will indemnify and hold the Company, its affiliates, and each of their respective directors, officers, employees and agents (the “Company Parties”) harmless from and against any and all losses, damages, claims and other items of cost and expenses (“Liabilities”) arising from Customer’s failure to provide the Company with such instructions or the Company’s inability to comply with instructions provided by the Customer, in the Company’s reasonable discretion.

g. The Company may, acting reasonably and in the best interests of the Customer, depart from the Customer’s instructions without prior authorization from the Customer, and will inform the Customer, as soon as practicable, of such changes and any resulting additional charges (if any), which the Customer will be liable. The Customer will indemnify and hold harmless the Company Parties from and against any and all Liability arising from such changes.

h. The Customer will indemnify and hold the Company Parties harmless from and against any and all Liability arising from non-compliance with transit, pick up & delivery appointment dates or times, and any transportation delays.

i. The Customer will indemnify and hold the Company Parties harmless from and against any and all Liability arising from the deterioration of goods during transport, be it a result of delay in transit or malfunction of equipment, even if the Quote includes specific instructions for temperature and/or humidity control.

j. The Company, its agents, and the carriers will at all times be independent contractors of the Customer. All agents and carriers will have sole and exclusive control and responsibility over how they and their respective representatives and agents perform any logistics services. Under no circumstance will agents or carriers be construed to be in a joint venture, partnership, principal/agent, fiduciary, or employer/employee relationship with the Customer or the Company.

k. Advice or information provided to the Customer by the Company is intended for the Customer only and Customer will not provide such information to any other party without the Company’s prior written consent. Advice and information provided by the Company to the Customer that is not related to instructions accepted by the Company is provided without Liability to the Company, including relating to the negligence of the Company in providing such information or advice.

The Customer acknowledges and agrees that the indemnities provided by the Customer in these Conditions also apply in the event of a claim made against any of the Company Parties, third-party service providers including carrier or other independent contractors engaged by the Company to perform any transport or related services for the Customer, whether such claims are founded in contract or in tort, and the aggregate liability of the Company Parties and all such persons will not exceed the limitations of liability in these Conditions. The Company holds the benefits of this clause as agent for the benefit of the Company Parties and third-party service providers.

a. The Customer will provide the Company instructions in writing within a reasonable amount of time, in the Company’s sole discretion, before the tender of goods for storage or transport where the Customer requests the Company:

(i) arrange for the departure or arrival of goods before specific dates;
(ii) arrange for goods to be carried, stored or handled separately from other goods;
(iii) arrange for the transport of goods that may taint or affect other goods, or may harbor or encourage vermin or pests;
(iv) make a declaration of value or special interest in delivery to any carrier or terminal;
(v) direct carriers or delivery agents to hold goods until payment of any amount or until surrender of a document;
(vi) arrange for the transport of goods of unusual high value, including without limitation: 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.

b. In the even the Company does not or cannot accept such instructions, the Company will advise the Customer as soon as practicable. If the Customer continues to use the Company’s Services for the contemplated transport after receiving such communication, the Customer assumes all risks and Liabilities arising from the non-performance of such instructions, whether caused or contributed to by the Company’s negligence.

a. The Customer represents and warrants to the Company that it is competent and to has reasonable knowledge of all matters affecting the conduct of its business, including without limitation: terms of purchase and sale; insurance requirements and the extent of insurance coverage available for the type of goods that are the subject of the Services; the need to preserve and retain documentation; the need for care to avoid transmitting viruses by electronic communications; and the need for confidential handling of information relating to high value goods..

b. The Customer will provide all required information, instructions, and any special information or instructions necessary for the Company to arrange the Services requested by the Customer. The Customer represents and warrants to the Company that it is aware of and responsible for compliance with applicable customs and transportation laws and regulations required to comply with governmental authorities in all jurisdictions in and through which the Services may be provided, and will provide and purchase or otherwise acquire: (i) all required documentation; and/or (ii) all applicable licenses, permits and authorities, required to satisfy such compliance.

c. For all Services provided by the Company, the Customer will provide details and accurate descriptions of the goods, including but not limited to:

(i) dimensions of goods;
(ii) weight of goods;
(iii) specific commodity of goods; and
(iv) restrictions in transport/handling of goods.

The Customer represents and warrants that all information, in whatever form, provided to the Company is accurate, and agrees to indemnify and hold the Company Parties harmless from any and all Liabilities related to any fines, additional charges, or legal action levied by any party against the Company due to the inaccuracy of the information provided by the Customer.

d. Goods tendered by the Customer to the Company must not contaminate, taint, corrode or otherwise damage the quality or condition of other goods being transported or the trailer/ container used in the transportation.

e. The Customer represents and warrants to the Company that it is the owner or the authorized agent of the owner of the goods tendered to the Company for the Services, and has the authority to, and does accept, the Conditions on behalf of itself and the owner of the goods.

f. Except where the Company has accepted instructions in respect of the preparation, packing, stowage, labeling or marking of the goods, the Customer represents and warrants to the Company 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. The Customer further represents and warrants to the Company that the goods are appropriate for transport in or on the trailer provided and that the trailer is in suitable conditions for transportation.

g. For transportation on the intermodal network, the Customer represents and warrants to the Company that the goods will be loaded, blocked and braced within the container in a manner to prevent shifting during transport, and the container sealed per the applicable laws, government regulations, and generally accepted industry standards, and/or as otherwise requested by the carrier. The Customer represents and warrants to the Company that the weight of the goods and the container will not exceed applicable weight limitations and that the total weight of the goods and container will be accurately stated on the customer’s shipping instructions. Acceptance of the shipment by the Company or carrier does not waive the Customer’s obligations to comply with the foregoing. The Customer agrees to indemnify and hold harmless the Company Parties from and against any and all Liabilities related to the Customer’s breach of the foregoing representations and warranties.

h. The Customer will comply with all applicable laws, including without limitation, any and all export-control and trade-sanctions laws applicable in the jurisdictions in which the Services are being provided, whether such Services are being provided by the Company or an agent, as the case may be. The customer represents and warrants to the Company that the Customer, and its directors, officers, affiliates and subsidiaries are not designated or sanctioned parties under any export-control or trade-sanction laws. The Company reserves the right to refuse or release any order that appears, in the Company’s sole discretion, to involve goods, countries, regions or parties subject to sanctions. The Customer will indemnify and hold the Company Parties harmless from and against for any Liabilities caused by the Customer’s instructions which lead to a breach of applicable law.

i. The Customer will review and utilize the Company’s standard form bill of lading (“BOL”) provided to the Customer by the Company and will indemnify and hold the Company Parties harmless from and against any and all Liabilities arising from using a different BOL or providing inaccurate or incomplete information on the BOL.

a. Quotes provided by the Company to the Customer are based on then current information and subject to immediate acceptance by the Customer. All Quotes are subject to withdrawal or revisions by the Company. The Customer will be responsible for all additional charges, including but not limited to detention, demurrage, accessorial charges, and other similar charges, unless such charges are as a result of the Company being unable to satisfy the Services, using commercially reasonable efforts, in accordance with the Customer’s instructions outlined in the original Quote. The Customer will be liable for all Liabilities and charges resulting from changes to the Customer’s instructions or issues beyond the Company’s reasonable control, including foreign exchange rates, carrier surcharges or any charges applicable to the goods.

b. Unless the Customer provides notice to the Company that it intends not to pursue the Service, prior to the Company having incurred any costs related to the provision of Services, the Customer will accept updated Quote provided by the Company. All rates negotiated must be confirmed in writing by the Company. If a shipment is tendered, without a prior Quote, based on the instructions of the Customer, the Customer will accept the rate determined by the Company.

c. The Company will invoice the Customer for the Services, dated as of the date the goods are picked up by the Company or its agent. Invoice will include a total amount for all then known freight charges, provisions, and additional charges set forth in the Quote provided to the Customer, or the Service Agreement. The Company is entitled to impose accessorial charges where additional Services are utilized by the Customer. The Company may provide the rates for accessorial charges upon request by the Customer.

d. In many circumstances, the Company will invoice the Customer prior to receiving an invoice from the carrier and/or third-party service providers (“Third-Party Invoices”). Upon reviewing the charges of Third-Party Invoices, the Company reserves the right to adjust the Customer invoice to include such charges.

e. All Quotes provided to Customers do not include customs brokerage, duties or customs taxes, unless otherwise stated. Charges that arise due to delays for incorrect documentation or government inspections will be the sole responsibility of the Customer, and the Customer will indemnify and hold the Company Parties harmless from and against any Liabilities arising from such charges.

f. All Quotes provided are based on the specified currency indicated on the Quote. If no currency is listed, all Quotes are based in US Dollars. All Quotes and additional charges are exclusive of any state, provincial, federal, harmonized sales, and other applicable taxes (“Taxes”). The Customer will be liable for all Taxes, duties and charges relating to its shipment, and will indemnify and hold the Company Parties harmless from and against any and all such Taxes, duties and charges.

g. All invoices provided by the Company to the Customer will be paid within the time period set out in the Service Agreement. If no such agreement exists, the terms of payment are net 30 days from the date of the invoice, and all payments are due in full without deduction or setoff. The Company will apply all payments from the Customer on the specified invoices, regardless of earlier unpaid invoices. Any overdue amounts on unpaid invoices, and costs related to the collection of such unpaid amounts (which the Customer acknowledges it will be liable for), will bear interest at the rate of 3.5% per month, compounding monthly, being an effective annual rate of 51.12% per annum, or the highest rate allowable under applicable law (whichever is lower).

h. The Customer will notify the Company in writing of any disputes regarding invoices within 30 days of the date of the invoice. The Customer will be deemed to have accepted an invoice in full and waive any and all claims or defenses to its liability to pay such invoice after the foregoing time period has expired.

The Company will not accept or handle any goods with instructions to collect freight charges, duties, charges or other expenses from the consignee or other person.

If a Customer or a consignee fails to take delivery of goods, or other events or circumstances occur that affect performance of the Services not in the control of the Company, the Company will use commercially reasonable efforts to obtain instructions from the Customer. If the Company does not receive timely instructions, in the Company’s sole discretion, from the Customer, or the instructions provided by the Customer are, at the discretion of the Company, impractical, the Company may:

(i) store the goods at the sole risk and expense of the Customer; or
(ii) sell the goods immediately and without further notice, and hold any net proceeds in trust for the Customer; or
(iii) authorize any carrier to abandon carriage and make the goods or any part of them available to the Customer to collect at a place that is reasonable in the circumstances.

Where the shipment is refused or remains unclaimed at any destination or is returned to the shipper, the Customer will pay all charges and expenses in connection with such non-delivery or the return of goods, as the case may be, and the Customer will indemnify and hold the Company Parties harmless from and against any Liabilities arising from such non-delivery or return of goods.

a. The Customer will not tender any goods to the Company or its agents that are of a dangerous, flammable, radioactive, hazardous, or damaging nature, without providing advanced notice to the Company and providing all necessary instructions and descriptions required by applicable laws or required by the Company, in its sole discretion. The Customer will ensure that all regulations, documentation, marking and labels are complied with and provided to the Company, it’s carriers and/or agents ahead of, or at the time of pick up of the goods. The Customer represents and warrants to the Company that the goods will be packaged and marked to comply with all applicable laws and regulations governing the transportation of dangerous goods.

b. If the Customer fails to comply with any regulations governing the transportation of dangerous goods, the Customer will indemnify and hold the Company Parties harmless from and against any Liabilities arising out of the goods being transported or handled by any carriers, including fines levied by regulatory bodies for non-compliance.

c. At the discretion of the party transporting or handling the goods, in the event that shipments become dangerous, or present a hazard to the party, that party may unload, destroy or render harmless the goods, without prior notification to the Customer, and without any liability on the part of the Company.

a. The Company is not a customs broker and does not provide any customs advice to the Customer. All customs Services or information provided by the Company is only provided by the Company as a third-party agent and is provided to the Customer on behalf of the Company’s customs brokerage service provider, and the Company does not represent nor warrant the accuracy or suitability of the information provided, for any particular purpose.

b. The Customer is responsible for immediately producing all documentation required by any government or regulatory body for the timely clearance of the shipment, upon providing instruction to the Company for customs services. The Company will not, under any circumstance, complete the customs documentation on behalf of the Customer and will not be liable for any information on the documentation or delays and charges as a result of missing or delayed documentation.

c. The Customer represents and warrants to the Company that all information and documentation provided to the Company regarding any customs information be complete and accurate and that it will immediately advise the Company of any errors, omissions, discrepancies or otherwise incorrect statements in such documentation. The Customer acknowledges that the submission of incorrect or incomplete information or documentation may result in regulatory fines and penalties or sanctions and delays in transportation. The Customer is solely responsible for all such fines, penalties, sanctions and delays, and will indemnity and hold the Company Parties harmless from and against Liabilities for such incorrect or incomplete information or documentation, and resulting fines, penalties, sanctions and delays.

d. The Customer agrees to the terms and conditions set out by any third-party customs brokerage service providers involved in the customs services provided by the Company.

e. The Customer will indemnify and hold the Company Parties harmless from and against all Liabilities resulting from any customs services provided by the Company. As an agent, the Company only relays information between the customs brokerage service providers and the Customer. All service contracts are established directly between the customs brokerage service providers and the Customer. All claims must be sent directly to the customs brokerage service provider that completes the customs Services in accordance with their own terms and conditions.

a. The Company does not own any warehouse assets and only provides warehousing services as an agent, regardless of any transportation documents rendered. The Customer acknowledges they will be subject to the terms and conditions of any third-party warehouse service providers.

b. The Customer will ensure that all goods to be warehoused are properly marked and packaged for storage and handling. The Customer will provide the Company with a manifest showing all marks, brands or sizes to be kept and accounted for separately and all storage and handling instructions. The Customer will ensure that all instructions provided are in accordance with any applicable laws and regulations regarding the handling of the stored goods.

c. With respect to imported goods to be warehoused, the Customer will be and remain the importer of record and will be solely responsible for all duties, taxes and fees relating to such imported goods.

d. At no time will the Company be listed as a party with interest or “in care of” the goods. The third-party warehouse service provider will only act as an “in care party” and will not hold any interest or beneficial title in or to the goods.

e. Any loss, damage or misdirection of goods resulting from utilizing the Company third-party warehousing services will subject to the terms and conditions of the third-party warehouse services provider. The Company will not be liable for any Liabilities above and beyond those that the third-party warehouse services provider will be responsible for.

f. The Company reserves the right to move warehoused goods, at its own expense, from the current warehouse to a new warehouse location for any reason, with 15 days written notice to the Customer. The Company may, with 30 days written notice, require the Customer to remove the warehoused goods from storage prior to the end of the 30-day period. At the end of the 30-day period, if the goods are not removed, the Company may sell or dispose of the goods without further notice to the Customer.

g. The Customer or Company may terminate the warehouse services with 30 days written notice. Upon the Termination of the warehouse services, the Customer agrees to remove the goods from the third-party warehouse services provider’s warehouse on or before the termination date. In the Company’s sole discretion, the Customer will be required to pay all balances on the Customer’s account owing to the Company or the third-party warehouse services provider, prior to the release of the goods.

a. Cargo Insurance covering physical damage may be provided to the Customer by the Company as a value-added service upon written instructions from the Customer to the Company for such services. The Company is not liable to purchase additional insurance on behalf of the Customer without such instructions. The Company may at times, as a requirement, request that the Customer insure the shipment at the Customer’s expense, including but not limited to: (i) in the case of a high value shipment; or (ii) based on the commodity of the shipment. All insurance provided by the Company, whether requested by the Customer or required by the Company, will be at an additional charge to the Customer, unless provided otherwise. The Company agrees to arrange the insurance of the goods within a reasonable time after the goods are tendered for transport. All Insurance provided by the Company is subject to the terms and conditions and policies of the insurance broker and underwriter.

b. The Customer represents and warrants to the Company that the information provided for the purposes of insurance, including but not limited to: (i) how the goods are packaged; (ii) the value of the goods; and (iii) the detailed description of the goods, is complete and accurate. In the event the information is found to be inaccurate or incomplete, the Company will have no responsibility in relation to the insurance policy provided, which policy may become invalid.

c. If insurance provided by the Company on behalf of the Customer becomes invalid due to inaccurate or incomplete information, the Customer will nonetheless be liable to pay the costs of such insurance to the Company.

d. The coverage on goods under any insurance policy procured by the Company on behalf of the Customer will be based and the declared value of the goods from the Customer and will be subject to the terms and conditions of such insurance policy. The Company is not liable if the Customer 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. The Customer will be solely responsible for the payment of any deductible as outlined in the terms and conditions of the insurance policy.

e. If the Customer determines that the policy offered by the Company is unsatisfactory for its needs, the Company may, at no risk to itself, recommend another insurance broker to arrange appropriate coverage. After such recommendation, the Company has no further duty regarding insurance of the goods.

f. If the Customer does not provide instructions to the Company regarding insurance requirements, the Company and its agents, carriers and independent contractors involved in the transportation of the goods, will only be responsible for claims in accordance with Section 12 of these conditions.

a. Under no circumstances will the Company be liable for any claims for loss, damage to goods, or delay and failure to delivery of goods, except when the damages or loss are a direct result of the Company’s gross negligence or willful misconduct. The liability of the Company, if any, will be limited in accordance with these Conditions.

b. In the event of a claim related to loss, damage, delay, non-delivery or any other events giving rise to the claim, the Company’s sole responsibility is to communicate information between the Customer and the third-party service provider that actually performed the Services. The Carrier’s maximum liability is subject to applicable convention, law or regulations and may be further limited by the Carrier’s Terms and Conditions of service. The Customer hereby understands and agrees that the Carrier may limit their liability or the Customers ability to recover damages or losses, and the Company is under no obligation to ensure the Carrier, Agent or Independent Contractors, accept responsibility for loss, damage, delay or any claims in respect to the Goods, or as a result of the transportation and services offered.

c. The Customer on its own behalf and on behalf of the owner of the goods will notify the Company in writing of any claim:

(i) in case of loss and/or damage to goods, within 7 days of the completion of transit;
(ii) in case of delay in delivery or non-delivery, within 30 days of the date when the goods were scheduled to be delivered; and
(iii) in any other case, within 45 days of the event giving rise to the claim.

d. The Customer will file any claims related to customs services or warehouse services in a timely manner in accordance with the third-party service provider’s, carrier’s, agent’s or independent contractor’s terms and conditions.

e. If loss or damage to goods giving rise to a claim is not discoverable by the Customer the foregoing time periods, the Customer will give notice of such claim to the Company immediately upon discovering such loss or damage to goods. If Customer fails provide such information, or to claim within the required time periods, and the Customer will not bring any action against the Company to enforce the claim and will indemnify and hold the Company Parties harmless from and against any Liabilities arising from such claims.

f. Regardless of the liability determined in the third-party service provider, carrier’s, or independent contractor’s terms and conditions, the maximum liability of the Company in any event will be the lesser of $2.00 per pound of goods based on the currency of the consignee’s location, to a maximum of $10,000 per transaction. The third-party service provider, carrier’s, or independent contractor’s terms and conditions may further limit this liability.

g. Neither the Company nor third-party service providers, carriers, agents, independent contractors will be liable for:

(i) goods damaged due to packaging, loading, unloading, blocking, bracing or securing of the goods by the Customer;
(ii) goods damaged due to inherent vice or defect of goods, including but not limited to: rusting of metals, swelling of wood, deterioration of perishable products or damages caused by extreme weather conditions;
(iii) goods damaged as a result of a Force Majeure;
(iv) goods damaged due to a lack of or incomplete or inaccurate instructions provided by the Customer, owner of the goods and/or consignee;
(v) the loss of or damage to goods resulting from any violations of applicable laws or regulations due to the failure of the Customer to disclose information to the Company in relation to the handling or transport regulations or laws applicable to such goods;
(vi) the loss of or damage to goods resulting from the goods exceeding the weight limitations set out by regulatory bodies having jurisdiction; and
(vii) goods stopped during transit at the request of the Customer.

The Customer will indemnify and hold the Company Parties harmless from and against any and all Liability that arise from to the foregoing.

h. Upon delivery, if the goods show any evidence which may indicate potential or obvious damage of goods, the Customer will sign the documentation marking the goods as ‘Damaged’ and retain a copy of the documentation. The Customer will notify the Company promptly of such damages. If the Customer fails to notify the Company within 15 days of delivery, the Company will have no Liability for the damages to or loss of the goods. The Customer will, or will cause the consignee to, preserve and make available to the third-part service providers, carriers, agents or independent contractors evidence of damaged goods, the packaging, blocking, and bracing. Failure by the Company, a third-party service provider, carrier, agent or independent contractor to inspect the goods is not an admission of liability.

i. For any international ocean or air shipments, the maximum liability will be 2 Special Drawing Rights (SDR) per kilogram. All other provisions for claims will be in accordance with these Conditions.

j. If the Customer makes a claim for loss of or damage to goods, the Customer agrees that it will not be entitled to setoff against or withhold any amounts owning to the Company related to outstanding invoices.

a. In addition the indemnities provided by the Customer under these Conditions, the Customer will indemnify and hold the Company Parties harmless from and against any and all claims, duties, taxes, payments, fines, expenses, losses and liabilities arising out of any Services provided to the Customer by the Company, regardless of whether those claims, duties, taxes, payments, fines, expenses, losses and liabilities are caused by the actions of the Customer, the owner of the goods or any third party.

b. In the event that a claim arises due to the gross negligence or intentional misconduct of the Company, or its employees, or due to their violation of applicable laws or regulations, the Company will not be liable for any consequential, punitive or special damages.

c. In the event that a claim arises due to the gross negligence or intentional misconduct of any agents, carriers or independent contractors utilized by the Company for its Services, the Customer will indemnify and hold harmless the Company Parties from and against any and all Liabilities arising from such gross negligence or intentional misconduct. All claims of such nature will be subject to Section 12 of these Conditions.

The Customer will 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.

a. All goods (and documents relating to goods) will be subject to a specific and general lien and right of detention for monies, in favour of the Company, for amounts owing either in respect of goods or Services, or for any specific or general balance or other monies owed, whether then due or not, by the Customer, sender, consignee or owner of the goods to the Company. The Company reserves the right to require the Customer to pay in advance, all charges related to the Services.

b. If outstanding amounts remain unpaid 14 days after the Company sends notice of its right of detention or lien, the Company may sell the goods in the Company sole discretion and apply net proceeds to the outstanding monies owed to the Company. The Company will not be liable for any deficiencies or reduction in value received on the sale of the goods, nor will the Customer be relieved from the liability merely because the Goods have been sold.

The Company will, unless otherwise expressly agreed, be discharged of all liability under these Conditions unless a claim is brought by the Customer within 9 months of:

(i) the date of delivery of the goods, for claims to damage to goods; or

(ii) the date when the goods were schedule to be delivered, for claims for delay in delivery or loss of goods

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

The Company will 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.

Neither the Company, its employees, agents, carriers or independent contractors will be responsible for the delay in transit, damage to goods or failure to perform the Services, at any time in which the performance is prevented by:

(i) fire, explosion, acts of God, floods, hurricanes, tornadoes, earthquakes, severe weather conditions, or natural disasters;
(ii) strike, lockout, labor shortages or disturbances;
(iii) war, terrorism, embargo, quarantine, riot, or civil disobedience;
(iv) pandemic, epidemic, public health emergency, or lockdown;
(v) hijacking, robbery, or other crimes affecting the transport;
(vi) congestion, derailment or service issues affecting the carriers;
(vii) closing or disruption of affecting highways, rail networks, ports, air traffic or other transportation networks;
(viii) acts of any governmental authority or customs agencies;
(ix) acts of errors or omissions of the Customer; or
(x) any other event outside of the reasonable control of the Company, its employees, agents, carriers or independent contractors. (each, a “Force Majeure”)

The Company will provide notice within a reasonable time to the Customer of such delays or issues that affect the performance of services.

These Conditions will be governed by the laws of Canada and the Province of British Columbia. By accepting the Services provided under these Conditions, the Customer irrevocably attorns to the exclusive jurisdiction of the Courts of British Columbia and the Federal Court of Canada. 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 Law Conference of Canada.