Terms and conditions

USA CLIENTS

GroundLinx Logistics Ltd. Terms and Conditions

These Terms and Conditions (“Rules”) govern all shipments of commodities (“Goods”) for which GroundLinx Logistics Ltd. or one of its affiliates (“GroundLinx”) arranges transportation or related logistics services for any shipper, consignor, consignee, beneficial owner or any other party requesting or using GroundLinx’s services (“Customer”). To the extent GroundLinx and Customer have executed a different agreement pertaining to the provision of Services or shipment of Goods, then that agreement shall govern to the extent it is inconsistent with these Rules. Customer agrees to be bound by these Rules and, pursuant to 49 U.S.C. § 14101(b)(1), waives any and all rights and remedies that it may have under 49 U.S.C. §§ 13101 through 14914 that are contrary to specific provisions herein.

Transportation Intermediary – Customer acknowledges that GroundLinx is a transportation intermediary, not a motor carrier or freight forwarder, and is responsible only for arranging transportation and related services of Goods, and not for actually performing the transportation or related services.

Services – GroundLinx, acting as a transportation intermediary, agrees to arrange the transportation with its third-party motor carriers (“Carriers”) licensed by the appropriate governmental entity to provide transportation and related services (“Services”) to Customer.

Credit – All Customers are subject to credit approval. The amount of credit, if any, granted to Customer is at the sole and entire discretion of GroundLinx. Customer allows GroundLinx to disclose business and financial confidential information to its credit insurers. GroundLinx reserves the right to withhold Services and to have Carriers hold Goods that are in transit to ensure payment of all invoices.

Payment – Payment for Services is due within thirty calendar days of the date of invoice. The customer is permitted ten (10) calendar days from the date of the invoice to dispute any invoiced charges. If GroundLinx does not receive a written dispute within the allowable ten (10) calendar days, Customer waives any right to dispute the invoices. Payment may be made by check, money order, electronic funds transfer, or, if approved in advance, by credit card. Invoices not paid as agreed are subject to a service charge of 2% per month or the highest lawful rate if less. Customer will be liable for all related costs and expenses, including attorneys’ fees and in house attorneys’ fees, costs, and collection agency fees related to GroundLinx’s efforts to collect outstanding invoices.

Carriers – GroundLinx will enter into relationships with Carriers, either by execution of written contracts or by incorporation of GroundLinx Carrier Terms and Conditions.

Claims – GroundLinx shall not be liable for any type of claims, including, without limitation, cargo claims, property damage claims, or personal injury claims (collectively referred to as ‘Claims’). GroundLinx has no responsibility, liability or involvement in the payment of Claims. This being said, GroundLinx and Customer may agree that GroundLinx will be Customer’s primary point of contact for any loss, damage or delay to cargo (“Cargo Claims”), for which GroundLinx receives timely notification and pertinent information, and for which Customer cooperates with GroundLinx. If Customer wishes GroundLinx to attempt to assist with the processing of a Cargo Claim, Customer must notify GroundLinx within thirty days of delivery or failed delivery. Customer must provide GroundLinx with all supporting documentation, including, but not limited to, the following documents: bill of lading, document showing receipt of all Goods in good condition by Carrier, delivery documents showing the shipment was delivered short or damaged, a vendor’s invoice showing the value of Goods, a demand for a specific amount of money, with a clear explanation of how that amount is determined, communication from the Carrier or consignee that the shipment was not delivered, and any other supporting documentation that GroundLinx or the Carrier may request. Customer acknowledges that its failure to promptly provide all requested document will result in a denial of the Claim.

Claims procedures contained in 49 CFR Section 370 apply to all Cargo Claims. Customer acknowledges that any Cargo Claims must be filed against the appropriate Carrier within 9 months of the date of delivery of Goods, or in the case of non-delivery, within 9 months of the date delivery should have been made. Notice to GroundLinx does not constitute the filing of the claim with the Carrier. GroundLinx is not responsible to file the claim with the Carrier. Any suit or other legal action to recover for cargo loss, damage, injury or delay, must be commenced against Carrier no later than 2 years after declination of the Cargo Claim by Carrier. The filing of a claim does not relieve the Customer for payment of freight charges. Freight payment is necessary in order for a Carrier to process a claim.

All insurance claims processed are subject to a deductible

GroundLinx and Carriers’ Liability – Customer acknowledges GroundLinx and Carriers are not liable for the following: (1) damage or injury to Goods to the extent due to packaging, loading, unloading, blocking, bracing or securing of Goods; (2) inherent vice or defect in Goods, including rusting of metals, swelling of wood caused by humidity, moisture or condensation, or deterioration of perishable products; (3) an act of God or the public enemy; (4) any act or default of any Customer; (5) any act taken under authority of law; (6) any act of war or terrorism; or (7) special, consequential, indirect, incidental, or punitive damages including any and all liquidated damages, penalties, lost profits, or loss of business of any kind.

It is agreed that GroundLinx will not be liable for claims that occur in Mexico. Goods will be the sole responsibility of Shipment Owner unless GroundLinx’s Mexican cargo insurance is purchased.

GroundLinx’s Limitations of Liability – Customer acknowledges that GroundLinx is a transportation intermediary and not a carrier. Unless otherwise agreed to in a signed writing between GroundLinx and Customer, GroundLinx’s cargo liability will not exceed $2.00/lb CAD for shipments originating in Canada or $2.00/lb USD for shipments originating in the United States.

Customer’s Duties – Customer is responsible for ensuring that Goods are properly and safely loaded, supported, blocked, braced, and secured, and Customer will be responsible for expenses and damages arising out of any resulting load shifts. Customer must provide necessary shipping instructions and properly identify all Goods in the bill of lading or other shipping instructions. Customer will properly notify GroundLinx in writing in advance if it tenders any restricted commodities or any other Goods that may require special handling, including hazardous materials and waste, oversize or overweight shipments, coiled or rolled products, or commodities requiring protection from heat or cold. The customer is responsible for properly counting and recording the number of pieces transported. The customer is responsible for checking all empty containers or trailers tendered for loading and rejecting any equipment that is not in an apparent suitable condition to protect and preserve Goods during transportation. If Customer requests that GroundLinx arrange for equipment to be dropped at a location for Customer’s convenience and left unattended by Carrier, Customer and its consignors or consignees will not lose, damage, or misuse the equipment and Customer will pay for loss or damage to the equipment, damage to third parties’ goods, or personal injuries occurring during or as a result of such custody, control, possession, or use of the equipment. The customer is responsible for and warrants its compliance with all applicable laws, rules, and regulations, including customs laws, import and export laws and governmental regulation of any country to, from, through or over which the shipment may be carried. The Customer agrees to furnish such information and complete and attach to the Bill of Lading such documents as are necessary to comply with such laws, rules and regulations. GroundLinx assumes no liability to the Customer or to any other person for any loss or expense due to the failure of the Customer to comply with this provision. Any individual or entity acting on behalf of the Customer in scheduling shipments hereunder warrants that it has the right to act on behalf of the Customer and the right to legally bind Customer.

Applicable Law – By requesting or using the services of GroundLinx, Customer agrees to jurisdiction and venue in the United States District Court for the Eastern Division of the Northern District of Illinois or, if federal jurisdiction is not available, in state court located in Cook County, Illinois.

Pricing – Prices are subject to change without notice if shipment information provided by Customer is deemed to be incorrect or incomplete.

Changes to Rules – Customer agrees to be bound by all of the terms and conditions contained in these Rules. GroundLinx may modify these Rules from time to time, upon posting the most up to date terms and conditions on www.groundlinxlogistics.com. Such changes shall be effective for all transactions between GroundLinx and Customer after the date of the posting.

CANADIAN CLIENTS

TERMS AND CONDITIONS BETWEEN GROUNDLINX INC. AND CUSTOMER

These Terms and Conditions (“Rules”) govern all shipments of commodities (“Goods”) for which GroundLinx Inc. or one of its affiliates (“GroundLinx”) arranges transportation or related logistics services for any shipper, consignor, consignee, beneficial owner or any other party requesting or using GroundLinx’s services (“Customer”). To the extent GroundLinx and Customer have executed a different agreement pertaining to the provision of Services or shipment of Goods, then that agreement shall govern to the extent it is inconsistent with these Rules.

Payment – Payment for Services is due within thirty (30) calendar days of the date of invoice. The customer is permitted ten (10) calendar days from the date of the invoice to dispute any invoiced charges. If GroundLinx does not receive a written dispute within the allowable ten (10) calendar days, Customer waives any right to dispute the invoices. Payment may be made by check, money order, electronic funds transfer, or, if approved in advance, by credit card. Invoices not paid as agreed are subject to a service charge of 2% per month or the highest lawful rate, if less. Customer will be liable for all related costs and expenses, including attorneys’ fees and in house attorneys’ fees, costs, and collection agency fees related to GroundLinx’s efforts to collect outstanding invoices.

Carriers – GroundLinx will enter into relationships with Carriers, either by execution of written contracts or by incorporation of GroundLinx’s Carrier Terms and Conditions.

Claims – GroundLinx shall not be liable for any type of claims, including, without limitation, cargo claims, property damage claims, or personal injury claims (collectively referred as ‘Claims’). GroundLinx has no responsibility, liability or involvement in the payment of Claims. This being said, GroundLinx and Customer may agree that GroundLinx will be Customer’s primary point of contact for any loss, damage or delay to cargo (“Cargo Claims”), for which GroundLinx receives timely notification and pertinent information, and for which Customer cooperates with GroundLinx. If Customer wishes GroundLinx to attempt to assist with processing of a Cargo Claim, Customer must notify GroundLinx within thirty days of delivery or failed delivery. Customer must provide GroundLinx with all supporting documentation, including, but not limited to, the following documents: bill of lading, document showing receipt of all Goods in good condition by Carrier, delivery documents showing the shipment was delivered short or damaged, a vendor’s invoice showing the value of Goods, a demand for a specific amount of money, with a clear explanation of how that amount is determined, communication from the Carrier or consignee that the shipment was not delivered, and any other supporting documentation that GroundLinx or the Carrier may request. Customer acknowledges that its failure to promptly provide all requested document will result in a denial of the Claim.

Customer acknowledges that any Cargo Claims must be filed against the appropriate Carrier within 60 days of the date of delivery of Goods, or in the case of non-delivery, within 9 months of the date delivery should have been made. Notice to GroundLinx does not constitute filing of claim with the Carrier. GroundLinx is not responsible to file the claim with the Carrier. Any suit or other legal action to recover for cargo loss, damage, injury or delay, must be commenced against Carrier within the statutory limit allowed by law. The filing of a claim does not relieve the Customer for payment of freight charges. Freight payment is necessary in order for a Carrier to process a claim.

All insurance claims processed are subject to a deductible

Customer’s Duties – Customer is responsible for ensuring that Goods are properly and safely loaded, supported, blocked, braced, and secured, and Customer will be responsible for expenses and damages arising out of any resulting load shifts. Customer must provide necessary shipping instructions and properly identify all Goods in the bill of lading or other shipping instructions. Customer will properly notify GroundLinx in writing in advance if it tenders any restricted commodities, or any other Goods that may require special handling, including hazardous materials and waste, oversize or overweight shipments, coiled or rolled products, or commodities requiring protection from heat or cold. Customer is responsible for properly counting and recording the number of pieces transported. Customer is responsible for checking all empty containers or trailers tendered for loading and rejecting any equipment that is not in apparent suitable condition to protect and preserve Goods during transportation. If Customer requests that GroundLinx arrange for equipment to be dropped at a location for Customer’s convenience and left unattended by Carrier, Customer and its consignors or consignees will not lose, damage, or misuse the equipment and Customer will pay for loss or damage to the equipment, damage to third parties’ goods, or personal injuries occurring during or as a result of such custody, control, possession, or use of the equipment. Customer is responsible for and warrants its compliance with all applicable laws, rules, and regulations, including customs laws, import and export laws and governmental regulation of any country to, from, through or over which the shipment may be carried. The Customer agrees to furnish such information and complete and attach to the Bill of Lading such documents as are necessary to comply with such laws, rules and regulations. GroundLinx assumes no liability to the Customer or to any other person for any loss or expense due to the failure of the Customer to comply with this provision. Any individual or entity acting on behalf of the Customer in scheduling shipments hereunder warrants that it has the right to act on behalf of the Customer and the right to legally bind Customer.

Applicable Law and Jurisdiction – By requesting or using the services of GroundLinx, Customer agrees these Rules are governed by the laws and regulations of the Province of Ontario and of Canada and all disputes arising out of it shall be brought in the judicial district Toronto, Ontario or the Federal Court.

Pricing – Prices are subject to change without notice, if shipment information provided by Customer is deemed to be incorrect or incomplete.

Language – Les parties aux présentes ont demandé que les présentes soient rédigées en anglais seulement. The parties have requested that these Rules be drawn up in the English language.

AIR/OCEAN MOVEMENTS

PART I: GENERAL CONDITIONS

Application

1. - (A) Subject to sub-clause (B) below, all services of the Company
    whether gratuitous or not are subject to these Conditions.
    - (i) The provisions of Part I shall apply to all such services
    - (ii) The provisions of Part II shall only apply to the extent that such services are provided by the Company as agents.
    - (iii) The provisions of Part III shall only apply to the extent that such services are provided by the Company as principals.
  - (B) The following provisions shall be paramount in so far as such provisions are inconsistent with these Conditions:
    - (i) the provisions embodied in a document bearing a title of or including “bill of lading” (whether or not negotiable) or “waybill” where such document is issued by or on behalf of the Company and provides that the Company contracts as carrier,
    - (ii) to the extent that the Company acts as principal in respect of the storage of goods (whether short or long term), the current provisions of the Canadian Standard Contract Terms and Conditions for Merchandise Warehousemen approved by the International Warehouse Logistics Association (IWLA), a copy of which may be obtained on written request to the Company.
  - (C) Every variation, cancellation or waiver of these Conditions must be in writing signed by a Director or officer of the Company. Notice is hereby given that no other person has or will be given any authority whatsoever to agree to any variation, cancellation or waiver of these Conditions.
2. All services are provided by the Company as agents except in the following circumstances where the Company acts as principal:
  - (A) where the company performs any carriage, handling or storage of Goods but only to the extent that the carriage is performed by the Company itself or its servants and the Goods are in the actual custody and control of the Company, or
  - (B) where prior to the commencement of the carriage of Goods, the Customer in writing demands from the Company particulars of the identity, services or charges of persons instructed by the Company to perform part or all of the carriage, the Company shall be deemed to be contracting as a principal in respect of that part of the carriage in respect of which the Company fails to give such particulars demanded within 28 days of the Company’s receipt of such demand, or
  - (C) to the extent that the Company expressly agrees in writing to act as a principal, or
  - (D) to the extent that the Company is held by a court of law to have acted as a principal.
3. Without prejudice to the generality of clause 2,
  - (A) the charging by the Company of a fixed price for a service or services of whatsoever nature shall not in itself determine or be evidence that the Company is acting as an agent or a principal in respect of such service or services;
  - (B) the supplying by the Company of their own or leased equipment shall not in itself determine or be evidence that the Company is acting as an agent or a principal in respect of any carriage, handling or storage of Goods;
  - the Company acts as an agent where the Company procures a bill of lading or other document evidencing a contract of carriage between a person, other than the Company, and the Customer or Owner;
  - the Company acts as an agent and never as a principal when providing services in respect of or relating to customs requirements, taxes, licenses, consular documents, certificates of origin, inspection, certificates, and other similar documents or services.

Definitions

1. In these conditions
  - (A) “Company” is …………………..
  - (B) “Customer” means any person at whose request or on whose behalf the Company provides a service;
  - (C) “Person” includes the owner, shipper and consignee of the Goods and any other person who is or may become interested in the Goods and anyone acting on their behalf;
  - (D) “Owner” includes the owner, shipper and consignee of the Goods and any other person who is or may become interested in the Goods and anyone acting on their behalf;
  - (E) “Authority” A duly constituted legal or administrative person, acting within its legal powers and exercising jurisdiction;
  - (F) “Goods” includes the cargo and any container not supplied by or on behalf of the Company, in respect of which the Company provides a service;
  - (G) “Container” includes any container, flexitank, trailer, transportable tank, flat, pallet or any article of transport used to carry or consolidate goods and any equipment of or connected thereto;
  - (H) “Dangerous Goods” includes goods which are or may become of a dangerous, inflammable, radioactive or damaging nature and goods likely to harbour or encourage vermin or other pests;
  - (I) “Hague Rules” means the provisions of the International Convention for the Unification of Certain Rules Relating to Bills of Lading signed at Brussels on 25th August 1924.
  - (J) “Instructions” means a statement of the Customers specific requirements./li>

Obligations of the Customer

1. The Customer warrants that he is either the Owner of the authorized agent of the Owner of the Goods and that he is authorized to accept and is accepting these Conditions not only for himself but also as agent for and on behalf of the Owner of the Goods and anyone having an interest in the goods.
2. The Customer warrants that he has reasonable knowledge of matters affecting the conduct of his business, including but not limited to the terms of sale and purchase of the Goods and all other matters relating thereto.
3. The Customer shall give sufficient and executable instructions.
4. The Customer warrants that the description and particulars of the Goods are complete and correct.
5. The Customer warrants that the Goods are properly packed and labeled, except where the Company has accepted instructions in respect of such services.

Special Instructions, Goods and Services

1. - (A) Unless otherwise previously agreed in writing, the Customer shall not deliver to the Company or cause the Company to deal with or handle Dangerous Goods.
  - (B) If the Customer is in breach of sub-clause (A) above, he shall be liable for all loss or damage whatsoever caused by or to or in connection with the goods howsoever arising and shall defend, indemnify and hold harmless the Company against all penalties, claims, damages, costs and expenses whatsoever arising in connection therewith and the goods may without notice be destroyed or otherwise dealt with at the sole discretion of the Company or any other person in whose custody they may be at the relevant time without liability therefor.
  - (C) If the Company agrees to accept Dangerous Goods and then, in the opinion of the Company or any other person, they constitute a risk to other goods, property, life or health, they may without notice be destroyed or otherwise dealt with at the expense of the Customer or Owner.
2. The Customer undertakes not to tender for transportation any Goods which require temperature control without previously giving written notice of their nature and particular temperature range to be maintained and in the case of a temperature controlled Container stuffed by or on behalf of the Customer further undertakes that the Container has been properly pre-cooled or preheated as appropriate, that the Goods have been properly stuffed in the container and that its thermostatic controls have been properly set by the Customer. If the above requirements are not complied with the Company shall not be liable for any loss of or damage to the Goods caused by such noncompliance.
3. No insurance will be effected except upon express instructions given in writing by the Customer and all insurances effected by the Company are subject to the usual exceptions and conditions of the policies of the Insurance Company or underwriters taking the risk. Unless otherwise agreed in writing, the Company shall not be under any obligation to effect a separate insurance on each consignment but may declare it on any open or general policy. The Company is an agent in respect of the effecting of insurance and should the insurers dispute their liability for any reason the Customer shall have recourse against the insurers only and the Company shall not be under any responsibility or liability whatsoever in relation thereto notwithstanding that the premium upon the policy may not be at the same rate as that charged by the Company or paid to the Company by its Customers.
4. Except in accordance with express instructions previously received in writing and accepted in writing by the Company, the Company shall not be obliged to make any declaration for the purposes of any statute, convention or contract as to the nature of value of any Goods.
5. Unless otherwise previously agreed in writing or otherwise provided for under the provisions of a document signed by the Company, instructions relating to the delivery or release of Goods against payment or against surrender of a particular document shall be in writing and the Company’s liability shall not exceed that provided for in clause 28 hereof.
6. Unless otherwise previously agreed in writing that the Goods shall depart or arrive by a particular date, the Company accepts no responsibility for departure or arrival dates of Goods.

General Indemnities

1. - (A) The Customer and Owner shall defend, indemnity and hold harmless the Company against all liability, loss, damage, costs and expenses arising (i) from the nature of the Goods unless caused by the Company’s negligence, (ii) out of the Company acting in accordance with the Customer’s or Owner’s instructions, or (iii) from a breach of warranty or obligation by the Customer or arising from the negligence of the Customer or Owner.
  - (B) Except to the extent caused by the Company’s negligence, the Customer and Owner shall be liable for and shall defend, indemnify and hold harmless the Company in respect of all duties, taxes, imposts, levies, deposits and outlays of whatsoever nature levied by any Authority and for all payments, fines, costs, expenses, loss and damage whatsoever incurred or sustained by the Company in connection therewith.
  - (C) Advice and information, in whatever form it may be given, are provided by the Company for the Customer only and the Customer shall defend, indemnify and hold harmless the Company for all liability, loss, damage, costs and expenses arising out of any other person relying on such advice or information.
  - (D)
    - (i) The Customer undertakes that no claim be made against any servant, sub-contractor or agent of the Company which imposes or attempts to impose upon any of them any liability whatsoever in connection with the Goods, if any such claim should nevertheless be made, to indemnify the Company against all consequences thereof.
    - (ii) Without prejudice to the foregoing, every such servant, sub-contractor or agent shall have the benefit of all provisions herein, as if such provisions were expressly for their benefit. In entering into this contract the Company, to the extent of those provisions, does so not only on his behalf, but as agent and trustee for such servants, sub-contractors and agents.
    - (iii) The Customer shall defend, indemnify and hold harmless the Company from and against all claims, costs and demands, whatsoever and whomsoever made or preferred in excess of the liability of the Company under the terms of these Conditions and without prejudice to the generality of this clause this indemnity shall cover all claims, costs and demands arising from or in connection with the negligence of the Company, its servants, sub-contractors and agents.
    - (iv) In this clause “sub-contractors” includes direct and indirect sub- contractors performing any service hereunder and their respective servants and agents.
    - (E) The Customer shall be liable for the loss, damage, contamination, soiling, detention or demurrage before, during and after the Carriage of property (including, but not limited to, Containers) caused by the Customer or Owner or any person acting on behalf of either of them or for which the Customer is otherwise responsible.

Charges etc.

1. - (A) The Customer shall pay to the Company in cash or as agreed all sums immediately when due without deduction or deferment on account of any claim, counterclaim or set-off.
  - (B) When the Company is instructed to collect freight, duties, charges or other expenses from any person other than the Customer, the Customer shall be responsible for the same on receipt of evidence of demand and non payment by such other person when due.
  - (C)On all amounts overdue to the Company, the Company shall be entitled to interest, calculated at 4 per cent above the base rate of the Bank of Canada applicable during the period that such amounts are overdue.

Liberties and Rights of Company

1. The Company shall be entitled, except insofar as has been otherwise agreed in writing, to enter into contracts on behalf of itself or the Customer and without notice to the Customer
  - (A) for the carriage of Goods by any route, means or person,
  - (B) for the carriage of Goods of any description whether containerized or not, on or under the deck of any vessel,
  - (C) for the storage, packing, transshipment, loading unloading, or handling of Goods by any person at any place whether on shore or afloat and for any length of time,
  - (D) for the carriage or storage of Goods in containers or with other goods of whatever nature,
  - (E) for the performance of its own obligations,
  and to do such acts as in the opinion of the Company may be necessary or incidental to the performance of the Company’s obligations.
2. - (A) The Company shall be entitled, but under no obligation, to depart from the Customer’s instructions in any respect if in the opinion of the Company there is good reason to do so in the Customer’s interest and it shall not thereby incur any additional liability.
  - (B) The Company may at any time comply with the orders or recommendations given by any Authority. The responsibility of the Company in respect of the Goods shall cease on the delivery or other disposition of the Goods in accordance with such orders or recommendations.
3. If at any time the performance of the Company’s obligations, in the opinion of the Company or any person whose services the Company makes use of, is or is likely to be affected by any hindrance, risk, delay, difficulty or disadvantage whatsoever and which cannot be avoided by reasonable endeavours by the Company or such other person, the Company may, on giving notice in writing to the Customer or Owner or without notice where it is not reasonably possible to give such notice, treat the performance of its obligations as terminated and place the Goods or any part of them at the Customer or Owner’s disposal at any place which the Company may deem safe and convenient, whereupon the responsibility of the Company in respect of the Goods shall cease. The Customer shall be responsible for any additional costs of carriage to and delivery and storage at such place and all other expenses incurred by the Company.
4. If delivery of the Goods or any part thereof is not taken by the Customer or Owner at the time and place when and where the Company, or any person whose services the Company makes use of, is entitled to call upon the Customer or Owner to take delivery thereof, the Company or such other person shall be entitled to store the Goods in the open or under cover at the sole risk and expense of the Customer.
5. Notwithstanding clauses 20 and 21, the Company shall be entitled but under no obligation, at the expense of the Customer, payable on demand and without any liability to the Customer or Owner, to deliver, sell or dispose of
  - (A) on giving 21 days notice in writing to the Customer all Goods which in the opinion of the Company cannot be delivered as instructed, and
  - (B) without notice Goods which have perished, deteriorated or altered, or are in immediate prospect of doing so in a manner which has caused or may be reasonably expected to cause loss or damage to any person or property or to contravene applicable regulations.
6. The Company shall have a particular and general lien on all Goods or documents relating to Goods in its possession for all sums due at any time from the Customer or Owner and on giving 21 days notice in writing to the Customer, shall be entitled to sell or dispose of such Goods or documents at the expense of the Customer and without any liability to the Customer and Owner and apply the proceeds in or towards the payment of such sums.
7. The Company shall be entitled to retain and be paid all brokerages, commissions, allowances and other remunerations customarily retained by or paid to freight forwarders.
8. The company shall have the right to enforce against the Owner and the Customer jointly and severally any liability of the Customer under these Conditions or to recover from them any sums to be paid by the Customer which upon demand have not been paid.

Containers

1. - (A) If a Container has not been packed or stuffed by the Company, the Company shall not be liable for loss of or damage to the contents if caused by:
    - (i) the manner in which the Container has been packed or stuffed
    - (ii) the unsuitability of the contents for carriage in containers, unless the Company has approved the suitability.
    - (iii) the unsuitability or defective condition of the Container provided that where the Container has been supplied by or on behalf of the Company, this paragraph (iii) shall only apply if the unsuitability or defective conditions arose (a) without any negligence on the part of the Company or (b) would have been apparent upon reasonable inspection by the Customer or Owner or person acting on behalf of either of them,
    - (iv) if the Container is not sealed at the commencement of the Carriage except where the Company has agreed to seal the Container.
  - (B) The Customer shall defend, indemnify and hold harmless the Company against all liability, loss, damage, costs and expenses arising from one or more of the matters covered by (A) above except for (A)(iii)(a) above.
  - (C) Where the Company is instructed to provide a Container, in the absence of a written request to the contrary, the Company is not under an obligation to provide a Container of any particular type or quality and it is conclusively presumed that a Standard Dry Container is suitable.

General Liability

1. - (A) Except insofar as otherwise provided by these Conditions, the Company shall not be liable for any loss or damage whatsoever arising from:
    - (a) the act or omission of the Customer or Owner or any person acting on their behalf,
    - (b) compliance with the instructions given to the Company by the Customer, Owner or any other person entitled to give them,
    - (c) insufficiency of the packing or labeling of the Goods except where such service has bee provided by the Company,
    - (d) handling, loading, stowage or unloading of the Goods by the Customer or Owner or any person acting on their behalf,
    - (e) inherent vice of the Goods,
    - (f) riots, civil commotions, strikes, lockouts, stoppage or restraint of labour from whatsoever cause,
    - (g) fire, flood or storm or
    - (h) any cause which the Company could not avoid and the consequences whereof it could not prevent by the exercise of reasonable diligence.
  - (B) Subject to clause 15, howsoever caused the Company shall not be liable for loss or damage to the property other than the Goods themselves, indirect or consequential loss or damage, loss of profit, delay or deviation.

Amount of Compensation

1. Except, in so far as otherwise provided by these Conditions, the liability of the Company, howsoever arising, and notwithstanding that the cause of loss or damage may be unexplained, shall not exceed the following:
  - (A) in respect of all claims other than those subject to the provisions of sub-clause (C) below, whichever is the least of
    - (i) the value of, or
    - (ii) 2 Special Drawing Rights (SDRs) per gross kilogram of,
    - (iii) Ocean carriage claims shall be limited to $500 per container
    the Goods lost, damaged, misdirected, misdelivered or in respect of which a claim arises.
    
    In no circumstances whatsoever shall the Company be liable to the Customer or Owner for amounts in excess of a maximum recoverable of 75,000 SDRs per transaction.
  - (B) The SDR shall be defined by the International Monetary Fund and the value of a SDR shall be calculated as at the date when settlement is agreed or judgement.
  - (C) In respect of claims for delay where not excluded by the provisions of these Conditions, the amount of the Company’s charges in respect of the Goods delayed.
2. - (A) Compensation shall be calculated by reference to the invoice value of the Goods plus freight and insurance if paid.
  - (B) If there be no invoice value for the Goods, the compensation shall be calculated by reference to the value of such Goods at the place and time when they are delivered to the Customer or Owner or should have been so delivered. The value of the Goods shall be fixed according to the current market price or, if there be no commodity exchange price or current market price, by reference to the normal value of goods of the same kind and quality.
3. By special agreement in writing and on payment of additional charges, higher compensation may be claimed from the Company not exceeding the value of the Goods or the agreed value, whichever is the lesser.
4. All insurance claims processed are subject to a deductible

Notice of Loss, Time Bar

1. - (A) The Company shall be discharged of all liability unless:
    - (i) notice of any claim is received in writing by the Company or its agent within 14 days after the date specified in (B) below, or within a reasonable time after such date if the Customer proves that it was impossible to so notify, and
    - (ii) suit is brought in the proper forum and written notice thereof received by the Company within 9 months after the date specified in (B) below.
  - (B)
    - (i) in the case of loss or damage to Goods, the date of delivery of the Goods,
    - (ii) in the case of delay or non-delivery of the Goods, the date that the Goods should have been delivered.
    - (iii) in any other case, the event giving rise to the claim.

General Average

1. The Customer shall defend, indemnify and hold harmless the Company in respect of any claims of a General Average nature which may be made on the Company and the Customer shall provide such security as may be required by the Company in this connection.

Miscellaneous

1. Any notice served by post shall be deemed to have been given on the third day following the day on which it was posted to the address of the recipient of such notice last known to the Company.
2. The defences and limits of liability specified in these conditions shall apply in any action against the Company, whether such action be founded in contract or tort.
3. If any legislation is compulsorily applicable to any business undertaken, these Conditions shall, as regards such business, be read as subject to such legislation and nothing in these Conditions shall be construed as a surrender by the Company of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such legislation and if any part of these Conditions be repugnant to such legislation to any extent, such part shall as regards such business be over-ridden to that extent and no further.
4. Headings of clauses or groups in these Conditions are for indicative purposes only.

Jurisdiction and Law

1. These Conditions and any claim or dispute out of or in connection with the services of the Company shall be subject to Canadian law and the exclusive jurisdiction of the Canadian courts.

PART II: COMPANY AS AGENT

Special Liability and Indemnity Conditions

1. - (A) To the extent that the Company acts as an agent, the Company does not make or purport to make any contract with the Customer for the carriage, storage or handling of the Goods nor for any other physical service in relation to them and acts solely on behalf of the Customer in securing such services by establishing contracts with third parties so that direct contractual relationships are established between the Customer and such third parties.
  - (B) the Company shall not be liable for the acts and omissions of such third parties referred to in sub-clause (A) above.
2. - (A) The Company when acting as an agent has the authority of the Customer to enter into contracts on the Customer’s behalf and to do such acts so as to bind the Customer by such contracts and acts in all respects notwithstanding any departure from the Customer’s instructions.
  - (B) Except to the extent caused by the Company’s negligence, the Customer shall defend, indemnify and hold harmless the Company in respect of all liability, loss, damage, costs or expenses arising out of any contracts made in the procurement of the Customer’s requirements in accordance with clause 38.

Choice of Rates

1. Where there is a choice of rates according to the extent or degree of liability assumed by the persons carrying, storing or handling the Goods, no declaration of value where optional will be made unless otherwise agreed in writing.

PART III: COMPANY AS PRINCIPAL

Special Liability Conditions

To the extent that the Company contracts as principal for the performance of the Customer’s instructions, the Company undertakes to perform or in its own name to procure the performances of the Customer’s instructions and subject to the provisions of these Conditions shall be liable for the loss of or damage to the Goods occurring from the time that the Goods are taken into its charge until the time of delivery.
Notwithstanding other provisions in these Conditions, if it can be proved where the loss of or damage to the Goods occurred, the Company’s liability shall be determined by the provisions contained in any international convention or national law, the provisions of which
- (A) cannot be departed from by private contract, to the detriment of the claimant, and
- (B) would have applied if the claimant had made a separate and direct contract with the actual provider of the particular service in respect of that service or stage of carriage where the loss or damage occurred and received as evidence thereof any particular document which must be issued if such international convention or national law shall apply.
Notwithstanding other provisions in these Conditions, if it can be proved that the loss of or damage to the Goods occurred at sea or inland waterway and the provisions of clause 42 do not apply, the Company’s liability shall be determined by the Hague Rules. Reference in the Hague Rules to carriage by sea shall be deemed to include reference to carriage by inland waterways and the Hague Rules shall be construed accordingly.
Notwithstanding the provisions of clause 43 if the loss of or damage to the Goods occurred at sea or on inland waterways, and the Owner, Charterer or operator of the vessel establishes a limitation fund, the liability of the Company shall be limited to the proportion of the said limitation fund allocated to the Goods.
Air Carriage
If the Company acts as a principal in respect of a carriage of Goods by air, the following notice is hereby given:

If the carriage involves an ultimate destination or stop in a country other than the country of departure, the Warsaw Convention may be applicable and the Convention governs and in most cases limits the liability of carriers in respect of loss of or damage to cargo. Agreed stopping places are those places (other than places of departure and destination) shown under requested routing and/or those places shown in carriers’ timetables as schedule stopping places for the route. The address of the first carrier is the airport of departure.
Both to Blame Collision Clause
The current Both-to-Blame Collision Clause adopted by BIMCO is incorporated in these conditions.
USA/Canada Clause
- (A) With respect to transportation within USA or Canada, the responsibility of the Company shall be to procure transportation by carriers (one or more) and such transportation shall be subject to such carrier’s contracts and tariffs and any law compulsorily applicable. The Company guarantees the fulfillment of such carrier’s obligations under their contracts and tariffs.
- (B) If and to the extent that the provisions of the Harter Act of the USA 1893 would otherwise be compulsorily applicable to regulate the Company’s responsibility for the Goods during any period prior to loading on or after discharge from the vessel on which the Goods are to be or have been carried, the Company’s responsibility shall instead be determined by the provisions of these Conditions, but if such provisions are found to invalid such, responsibility shall be determined by the provisions in the Carriage of Goods by Sea Act of the USA approved 1936.

Part IV: Other

As a broker, GroundLinx Logistics Ltd. (“broker) assumes no liability for cargo loss, damage, or shortage that are not directly caused by BROKER’s negligent acts or omissions, but will facilitate all such claims with the applicable Servicing Motor Carrier in accordance with the terms herein. However, BROKER will remain liable to SHIPPER for any claim where the applicable Servicing Motor Carrier fails to fully discharge such liability to SHIPPER without valid reason for declination, provided that the amount payable to SHIPPER by BROKER and Servicing Motor Carriers in aggregate for any shipment shall not exceed the Full Actual Loss of all cargo noted in the applicable claim, or $100,000, whichever is less. “Full Actual Loss” shall be SHIPPER’s original invoice price to its customer, or the destination wholesale market value, whichever is the lesser, minus the salvageable value for the goods lost or damaged.

For any shipment originating in Canada, unless the SHIPPER agrees to a different liability limit at the time of shipment tender, declares the value in the appropriate box on the bill of lading and agrees to pay the excess liability charge by initialing where indicated, the amount payable to SHIPPER by BROKER and Servicing Motor Carriers in aggregate for any such shipment shall not exceed CAN$2.00 per pound (CAN$4.41per kilogram) per individual lost or damaged piece within the shipment, subject to a maximum total liability per shipment of CAN$20,000.00. If payment of a claim is made by BROKER to SHIPPER, SHIPPER automatically assigns its rights and interest in the claim to BROKER so as to allow BROKER to subrogate its loss and collect from the applicable Servicing Motor Carrier.

To the extent not expressly set forth in this Agreement, the provisions and timelines of 49 U.S.C.14706 and 49 CFR Part 370 shall apply. The liability of BROKER and Servicing Motor Carriers hereunder shall also be subject to and limited by the common law exceptions to liability respecting cargo loss, damage or delay, being acts of God, acts or omissions of public enemy, acts or omissions of public authority, acts or omissions of SHIPPER, its customer, consignor or consignee, or the inherent vice of the commodities.

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