These terms and conditions of service constitute a legally binding contract between the ”Forwarder” and the “Customer”. In the event the Forwarder renders services and issues a document containing Terms and Conditions governing such services, the Terms and Conditions set forth in such other documents(s) shall govern those services.
Definitions. (a) ” Forwarder ” shall mean AUTOINEX INC., its respective subsidiaries, related companies, agents and/or representatives; (b) “Customer” shall mean the person for which the Company is rendering service, as well as its agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives; (c) “Documentation” shall mean all information received directly or indirectly from Customer, whether in paper or electronic form.
FREIGHT FORWARDING SERVICE AGREEMENTS
a. The undersigned hereby acknowledges that all business transacted by AUTOINTEX INC. are subject to our standard terms and conditions attached and those of the Canadian international Freight Forwarders Association (CIFFA) which form part of this agreement.
b. The undersigned warrants that the information provided in this agreement is true and authorizes AUTOINTEX INC. reporting agency to check references and to obtain personal and/or company credit information for the purpose of assessing and granting credit.
c. We agree to pay interest charges on overdue accounts at a compounded rate of 2% per month (24% per year).
d. NSF cheques will be subject to a $40.00 Charge.
e. Billing discrepancies and disputes will only be considered for review if thought to the attention of AUTOINTEX INC. in writing, within 90 days of the invoice date.
f. Failure to comply with the terms and conditions of credit may result in the cancellation of credit privileges with or without notice.
g. Amounts causing the credit limit granted by AUTOINTEX INC. to be exceeded are payable in advance.
h. The undersigned acknowledge receipt of the Auto Intex’s forwarding service agreement and standard terms and conditions.
And AUTOINTEX INC. will be governed by the terms and conditions noted herein and by the terms and conditions of the Canadian international Freight Forwarders Association (CIFFA) terms and conditions are available upon request or at www.ciffa.com.
FREIGHT FORWARDING SERVICE AGREEMENT,
STANDARD TRADING CONDITIONS & CREDIT APPLICATION
1. ROLE OF FORWARDER (“AUTOINTEX INC”)
AUTOINTEX INC. offers its services on the basis of these conditions that apply to all activities of AUTOINTEX INC. in arranging transportation or providing related services, such as, but not limited to, warehousing and any other kind of logistics services, AUTOINTEX INC. may provide its services as either principal or agent, AUTOINTEX INC. acts as agent of the Customer, except
a. where it issues a transport document of electronic record evidencing its obligation for the delivery of goods, or
b. to the extent it physically handles goods by its own employees but only for the time that it actually handles the 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 AUTOINTEX INC.
Advice and information that is not related to instructions accepted by the AUTOINTEX INC. is provided gratuitously and without liability. Advice is for the Customer only and is not to be furnished to any other party without prior written consent.
2. CLAIMS AGAINST OTHERS
These Conditions also apply whenever any claim is made against any employee, agent or independent contractor engaged by AUTOINTEX INC. to perform any transport of related service for the Customer’s goods, whether such claims are founded in contract or in tort, and the aggregate liability of AUTOINTEX INC. and all such persons shall not exceed the limitations of liability in these conditions. For purposes of this Claims AUTOINTEX INC. 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, AUTOINTEX INC. 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 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. AUTOINTEX INC.shall on demand by the Customer provide evidence of any contracts made on its behalf.
4. SERVICES REQUIRING SPECIAL ARRANGEMENTS
The Customer must give instructions in writing to AUTOINTEX INC. a reasonable time before the tender of goods for storage or transport where it requests AUTOINTEX INC. 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 of affect other goods, or may harbor 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; or any other comparable cargos.
Where for any reason it does not accept such instructions, AUTOINTEX INC. must promptly so advise the Customer by any means of communication used in the ordinary course of business. If it continues to use AUTOINTEX’s services for the contemplated transport, the Customer assumes all risks connected with the non-performance of such instructions, whether caused or contributed to by AUTOINTEX’s negligence or not.
5. AUTO INTEX’S GENERAL RESPONSIBILITIES
A. AUTOINTEX INC. 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. AUTOINTEX INC. 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, AUTOINTEX INC. 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.
6. CUSTOMER’S GENERAL RESPONSIBILITIES
A. The Customer shall be deemed to be competent and to have reasonable knowledge of matters affecting the contract 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 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 from 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 AUTOINTEX INC. or any third party whose services it has engaged. The Customer further undertakes to provide independent confirmation of such particulars on the request of AUTOINTEX.
7. CUSTOMER’S RESPONSIBILITY FOR PACKAGED AND CONTAINERIZED GOODS
A. Except where AUTOINTEX INC. has accepted instructions in respect of the preparation, packing, stowage, labeling or marking of the goods the Customer warrants that all goods have been property and sufficiently prepared, packed, stowed, labeling and marking of the goods the Customer are appropriate to any operations or transactions affecting the goods and the characteristics of the goods.
B. Unless AUTOINTEX INC. 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 transport 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 extend as AUTOINTEX INC. has approved the suitability of the transport unit).
8. QUOTATIONS AND INVOICING
A. AUTOINTEX INC. does not assume a role as principal by delivering a fixed price quotation or invoice. The Customer acknowledges that the difference between the amounts payable to third parties retained to carry out the Customer’s instructions and
the fixed price represents AUTOINTEX INC’s gross profit for its services. A Customer agrees that AUTOINTEX INC. is an agent as provided in Section 1 where the Customer
a. Accepts a fixed price quotation,
b. Does not within fifteen days after receipt of the invoice object to AUTOINTEX INC. 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 AUTOINTEX INC. may, after acceptance, revise quotations or charges upon notice in the event of changes beyond AUTOINTEX INC’s control, including changes in exchange rates, rates of freight, carrier surcharges, or any charges applicable to the goods.
9. C.O.D. SHIPMENT
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.
10. 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, AUTOINTEX INC. shall take reasonable steps to obtain the Customer’s further instructions. If for whatever reason it does not receive timely instructions, AUTOINTEX INC. 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.
11. INSURANCE
A. The Customer must give AUTOINTEX INC. nstructions in writing to arrange insurance on its goods a reasonable time before the tender of goods for storage of transport. AUTOINTEX INC. may carry out these instructions by declaring the value of the goods under an open marine cargo policy taken out by AUTOINTEX INC., 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. AUTOINTEX INC. 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 AUTOINTEX INC’s charges to the Customer.
12. NOTIFICATION OF CLAIMS
The Customer on its own behalf and on behalf of the Owner of the goods shall notify AUTOINTEX INC. in writing of any claim
a. In case of loss and/or damage to goods within 45 days of the completion or 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 60 days of the event giving rise to the claim.
If a claim was not discoverable by the exercise of reasonable care within the applicable time period, the Customer must give notice forthwith after receiving information as to events that may give to a claim. Failing notice as required by this cause, the claim is barred and no action can be brought against AUTOINTEX INC.to enforce the claim.
13. LIMITATION OF LIABILITY
Compensation for any claim for which AUTOINTEX INC. 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 defences available to Auto Intex Inc, in no circumstances whatsoever shall AUTOINTEX INC. 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 Auto Intex Inc and amounts paid by AUTOINTEX INC. to third parties for transporter other service related to those goods;
c. Amounts in excess of a maximum recoverable of 75,000 SDR’s per transaction.
14. INDEMNITY
The Customer shall indemnify AUTOINTEX INC. against all duties, taxes, payments, fines expenses, losses, claims and liabilities, including any liability to indemnify any other person against claims made against such other person by the Customer or by the Owner
a. For which AUTOINTEX INC. may be held responsible unless caused or contributed to by any negligence or breach of duty of AUTOINTEX INC., or
b. In excess of the liability of AUTOINTEX INC. in accordance with these Conditions, resulting from or connected with the actions of AUTOINTEX INC. related to any service to which these Conditions apply;
15. SET OFF AND COUNTERCLAIM
The Customer shall pay to AUTOINTEX INC. in cash, or as otherwise agreed, all sums immediately when due without reduction or determent on account of any claim, counterclaim or set off,
16. 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 AUTOINTEX INC. If these monies remain unpaid for 28 days after AUTOINTEX INC. sends notice of the exercise of its rights to these persons by any communication reasonable in the circumstances, the goods may be sold by private contract or otherwise at the sole discretion of AUTOINTEX INC., and the net proceeds applied on account of the monies owing. AUTOINTEX INC. 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.
17. TIME BAR
AUTOINTEX INC. 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 good, 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 AUTOINTEX INC.giving rise to the claim occurred.
18. CUSTOMARY REMUNERATION RECEIVED FROM THIRD PARTIES
AUTOINTEX INC. 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.
19. APPLICABLE LAW AND JURISDICTION
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. Otherwise these Conditions shall be governed by the law of the Province of Quebec. By accepting the services provided under these Conditions, the Customer irrevocably attorns to the exclusive jurisdiction of the Courts of that Province.