TERMS AND CONDITIONS

TERMS AND CONDITIONS FOR SHIPMENT OF COMMODITIES BY TOTAL ONE LOGISTICS INC.



The following provisions establish the terms and conditions ("T&C") that govern the services provided by Total One Logistics Inc., doing business as Total One ("BROKER"), for the shipment of commodities ("COMMODITIES") for which BROKER arranges transportation or related logistics services for any shipper, consignor, consignee, beneficial owner, third-party payer, or any other party requesting or using BROKER's services ("CUSTOMER"). If BROKER and CUSTOMER have executed a separate written agreement regarding the provision of services or shipment of COMMODITIES, that agreement will apply to the extent it is inconsistent with the T&C. IT IS IMPORTANT TO NOTE that these T&C include provisions that allow BROKER to limit or exclude its contractual liability.

1.      BROKER REPRESENTATIONS. BROKER makes the following representations: (1) it is a property broker, and (2) it is not a motor carrier or freight forwarder. BROKER sole business is to identify and hire motor carriers (“CARRIER”) authorized to transport the CUSTOMER’s COMMODITIES. CUSTOMER acknowledges and accepts such representations.

2.      CARRIER’S OPERATING AUTHORITY AND COMPLIANCE WITH LAW. BROKER has a separate written agreement (“CARRIER AGREEMENT”) with CARRIER assigned to transport the CUSTOMER’s COMMODITIES. CARRIER AGREEMENT requires CARRIER to confirm that it is legally qualified under all applicable laws to provide transportation services and that CARRIER will comply with all applicable laws, including those relating to food-grade products and environmental standards. Additionally, CARRIER represents that it does not have an unsatisfactory safety rating and agrees to notify BROKER immediately if it receives such a rating or becomes prohibited by law from providing transportation services, or fails to maintain required insurance. If CARRIER defaults on any of these requirements, CARRIER must stop transportation until the default is resolved.
 

3.      CREDIT POLICY. Any credit issued to CUSTOMER must be approved by BROKER. The decision to grant credit, if any, is at the sole discretion of the BROKER. By engaging BROKER’s service, CUSTOMER permits BROKER to disclose its confidential business and financial information to its credit insurers or any third-party working with BROKER to issue credit. BROKER retains the right to suspend its services to CUSTOMER and may instruct CARRIER to withhold COMMODITIES in transit until all invoices are paid to ensure timely payment.
 

4.      PAYMENT TERMS AND DISPUTE RESOLUTION. BROKER agrees to provide services to CUSTOMER, and payment for these services is due within thirty (30) calendar days of the date of invoice. CUSTOMER has ten (10) calendar days from the date of the invoice to dispute any invoiced charges (“DISPUTE DELAY”). If CUSTOMER fails to dispute the invoice within the DISPUTE DELAY, CUSTOMER waives any right to dispute the invoice. Payment shall be made by wire transfer or electronic funds transfer. Invoices not paid as agreed will be 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, in-house attorneys’ fees, costs, and collection agency fees related to BROKER’s efforts to collect outstanding invoices.

5.      LIABILITY AND CLAIMS POLICY. BROKER is not responsible, liable, or involved in payment for any claims, including but not limited to cargo, property damage, or personal injury (“CLAIM(S)”). However, if BROKER is notified in a timely manner and provided with requested information, BROKER may, as its sole discretion, be the primary point of contact for CLAIMS, for which CUSTOMER must cooperate. If CUSTOMER wishes for BROKER to assist with processing a CLAIM, CUSTOMER must notify BROKER within thirty (30) days of delivery or failed delivery and provide all requested supporting documentation (e.g., bill of lading, receipt of COMMODITIES in good condition by CARRIER, invoices establishing value of CLAIM, etc.). Failure to provide all requested documentation will result in a denial of CUSTOMER’s CLAIM(S).

Any CLAIM must be filed against the appropriate CARRIER within sixty (60) days of delivery of COMMODITIES or nine (9) months of the expected delivery date for non-delivery. Notice to BROKER does not constitute filing of a CLAIM with CARRIER, and BROKER is not responsible for filing the CLAIM. Legal action must be taken against the CARRIER within the legal time limit. Filing a CLAIM does not excuse CUSTOMER from paying freight charges, which are necessary for CARRIER to process a CLAIM.
  

6.      LIMITATIONS OF LIABILITY FOR BROKER AND CARRIER REGARDING COMMODITIES. The CUSTOMER acknowledges that neither the BROKER nor the CARRIER is liable for the following: (1) damage or injury to COMMODITIES due to packaging, loading, unloading, blocking, bracing, or securing of COMMODITIES; (2) inherent vice or defect in COMMODITIES, 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) loss of production, profits, business, penalties, or any indirect, special, incidental, or consequential losses of any kind.

7.      LIMITATION OF LIABILITY FOR TOTAL ONE AS BROKER. BROKER has a limitation of liability of $2.00/lb CAD for shipments originating in Canada or $2.00/lb USD for shipments originating in the United States.

8.      CUSTOMER DUTIES AND RESPONSIBILITIES. CUSTOMER is responsible for ensuring that their COMMODITIES are loaded, supported, blocked, braced, and secured safely, and they will be responsible for any expenses or damages resulting from load shifts. CUSTOMER must provide shipping instructions and identify all COMMODITIES in the bill of lading or other shipping instructions. If CUSTOMER is shipping restricted COMMODITIES that require special handling, they must notify BROKER in advance in writing. CUSTOMER is responsible for properly counting and recording the number of pieces being transported. CUSTOMER must check all empty containers or trailers tendered for loading and reject any equipment that is not suitable to protect and preserve the COMMODITIES during transportation.

 If CUSTOMER requests that BROKER drop off equipment at a location for their convenience and leave it unattended, CUSTOMER is responsible for not losing, damaging, or misusing the equipment. If they do, CUSTOMER will pay for any losses, damages, or personal injuries that occur during or as a result of such custody, control, possession, or use of the equipment.

CUSTOMER must comply with all applicable laws, rules, and regulations, including customs laws, import and export laws, and governmental regulations of any country to, from, through, or over which COMMODITIES may be carried. CUSTOMER must provide the necessary information and complete any required documents to comply with these laws, rules, and regulations. BROKER assumes no liability for any loss or expense resulting from CUSTOMER’s failure to comply with this provision.
 

Any individual or entity acting on behalf of CUSTOMER in scheduling shipments must have the right to act on behalf of CUSTOMER and the right to legally bind CUSTOMER.

9.      GOVERNING LAW AND DISPUTE RESOLUTION. When requesting or using the services of BROKER, CUSTOMER agrees that the present is governed by the laws and regulations of the Province of Quebec and Canada. Any disputes arising from the present must be brought to the judicial district of Montréal, Province of Quebec.
 

10.  PRICE CHANGE DUE TO INCORRECT OR INCOMPLETE SHIPMENT INFORMATION. If the shipment information provided by CUSTOMER is considered incorrect or incomplete, prices are subject to change without prior notice.

11.  MODIFICATIONS TO AGREEMENT. CUSTOMER agrees to abide by all the T&Cs mentioned in the present. BROKER has the right to modify the present by posting the updated T&Cs on totalonelogistics.com. These changes will be applicable to all transactions between BROKER and CUSTOMER after the date of posting.

12.  LANGUAGE. If a problem of definition or interpretation arises between the English and French versions of the T&Cs, the English version shall prevail.