Terms and Conditions

Great Circle International Inc.
CIFFA Standard Trading Conditions

Copyright © June 2016 Canadian International Freight Forwarding Association

Definitions

FREIGHT FORWARDER means an entity acting on behalf of its Client as either an Agent or Principal engaging in the arrangement of transportation or transportation-related services for freight, and is authorized to, and does arrange transportation of freight Internationally, and/or in Canadian inter-provincial and intra-provincial commerce; and
FREIGHT FORWARDER’S CLIENT (hereinafter referred to as the “Client”) to satisfy some of its transportation needs, desires to utilize the services of the FREIGHT FORWARDER to arrange for transportation or providing related services, of the CLIENT’s freight Internationally, and / or in Canadian inter-provincial or intra-provincial commerce.

1. ROLE OF FORWARDER (“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, warehousing and any other kind of logistics services. 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 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,
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.

2. 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.

3. 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.

4. 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.

5. 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 nonperformance
of such instructions, whether caused or contributed to by the Company’s negligence or not.

6. 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.

7. 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, 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.

8. CUSTOMER’S RESPONSIBILITY FOR PACKAGED AND CONTAINERIZED GOODS
(A) Except where the Company has accepted instructions in respect of the
preparation, packing, storage, 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, storage,
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:
(a) the transport unit has been properly and competently loaded;
(b) the goods are suitable for carriage in or on the transport unit; and
(c) 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).

9. 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 Section 1 where the Customer
(a) accepts a fixed price quotation, or
(b) 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.

10. 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.

11. 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.

12. 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.

13. 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 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.

14. NOTIFICATION OF CLAIMS
The Customer on its own behalf and on behalf of the owner of the goods shall notify the
Company in writing of any claim
(a) in case of loss and/or damage to goods within 7 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
the 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.

15. LIMITATION OF LIABILITY
Compensation for any claim for which the Company is liable shall not in any event
exceed 2 SDR (SDR = Special Drawing Rights) per kilo of the gross weight of the goods
that are the subject of the claim. Without prejudice to any other conditions herein or other
defenses available to the Company, in no circumstances whatsoever, shall the Company
be liable to the Customer or owner for
(a) consequential or indirect loss, including loss of market, except as
provided for in paragraph (b);
(b) loss of, damage to or consequential or indirect loss caused by delay or
deviation in connection with the transport of goods in a sum in excess of twice the
difference between the charges invoiced by the Company and amounts paid by
the Company to third parties for transport or other service related to those goods;
(c) amounts in excess of a maximum recoverable of 75,000 SDR’s per
transaction.
Upon the Customer’s written request, the Company may accept liability in excess of
these limits provided the Customer pays the Company’s additional charges for such
increased liability. The Customer can obtain details of these charges from the Company.

16. 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
(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.

17. 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.

18. 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, consignee or owner of the goods to the Company. If these monies
remain unpaid for 10 days 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
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.

19. 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.
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.

20. 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.

21. APPLICABLE LAW AND JURISDICTION
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. By accepting the
services provided under these Conditions, the Customer irrevocably attorns to the
exclusive jurisdiction of the Courts of that Province 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
Electronic Commerce Act as approved by the Uniform Law Conference of Canada.
Disponible en français

“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.”