Terms and Conditions

These Standard Trading Conditions are subject to change by the Company in its sole discretion.

1. Definitions

“Company, we, us, our” is B I Logistics Services Inc. (BILSI) “Client, customer, you, your” is any person, firm, association, or corporation, or any other entity at whose request or on whose behalf, either directly or indirectly, the Company undertakes any business or provides services; “Customs Duties” means any duties, taxes and levies on imported goods under the Customs Act, the Customs Tariff Act, the Excise Act, the Excise Tax Act, the Special Import Measures Act or any other law relating to customs, excluding any penalties, interest or fines imposed under any of the aforesaid acts or any other law relating to customs; “Disbursements” means any payment made by the Company , on behalf of the Client, for any product or service rendered in connection with the facilitation of the import and export of goods including but not limited to Customs Duties, taxes, freight, storage, penalties, interest and fines and any other payments, including payments for goods on COD shipments made by the Customs Broker on behalf of the Client; “Services” shall mean those freight brokerage and related services set out in the Client Service Agreement between the parties and any schedule thereto and such other related services as the Client may request from time to time and the Company agrees to provide.

2. Fees and Disbursements

a) Company will provide fixed price quotations (including fees and disbursements) to Client before rendering Services and Client must either accept or reject a quotation delivered by the Company as agent within 15 days of receipt of same. Quotations may be withdrawn or revised by the Company at any time and shall automatically lapse if not accepted within 15 days. Unless otherwise provided in the quotation the Company may, after acceptance, revise its 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 transportation of goods. b) Where the Company has given a fixed price quotation or invoice, the Client acknowledges that the difference between the amounts payable to carriers and other third parties and the fixed price represents the Company’s gross profit for Services.

3. Invoicing and Payment

a) The Company shall issue invoices to the Client for all fees and disbursements pertaining to Services rendered to and on behalf of the Client; b) All such invoices shall be payable within 21 days of the date of invoice, or as otherwise agreed in writing between the Client and the Company; c) Interest on all late payments shall be paid at the rate set by the Company from time to time; d) In the event of default of payment by the Client, the Company, in addition to any other legal rights and remedies shall have the right to retain, in its possession, all goods of the Client which are in its possession and all goods of the Client which may, in the future, come into its possession. The right of possession shall include the right to sell the goods by public auction in the event that such default shall continue for a period of 45 days. e) If the Client exceeds its credit limit with the Company at any time, the Company reserves the right to demand payment on outstanding invoices and/or to demand advancement of funds prior to completion or further provision of Services. f) Upon request by the Company, the Client shall provide to the Company prior to the release of a shipment of goods imported by the Client, sufficient funds to enable the Company to pay on behalf of the client all Disbursements that are estimated by the Company to be payable on such shipment. g) If the Client fails to advance funds to the Company upon the request by the Company as aforesaid, the Company shall have no obligation with respect to rendering Services concerning the goods for which advance funds had been requested by the Company. h) If at any time the Canada Customs or the Company determines additional funds are required with respect to goods imported by the Client, the Client shall upon demand pay such additional funds to the Company. i) Any overpayment of funds by the Client with respect to the aforesaid will be returned to the Client or kept on account as per the Clients instructions.

4. Duties and Responsibilities of the Client

a) The Client shall: (i) Ensure that (and the Client specifically warrants that) all shipments comply with applicable laws and all goods are properly prepared, packed, labelled and/or marked for shipment, and that the description is accurate and complete at the time the goods are taken in charge by any carrier, and that all information relating to any dangerous character of the goods is properly provided to the carrier. (ii) Where the Company agrees on behalf of the Client to prepare and submit data to any USA, Canadian, Mexican or other Government Agency for security clearance, customs entry, export declarations, applications, documentation and/or export data, ensure that (and specifically warrants that) all documentation and all information furnished by the Client is correct and complete, whether in paper or electronic format (iii) reimburse, indemnify and save harmless the Company from any and all claims asserted or liability or losses suffered by reason of the Client’s breach or warranty or failure to comply with this section 4, or which otherwise result from inaccuracies, mistakes or omissions in the information and/or documentation provided to the Company by the Client or its agents and relied upon by the Company; and, (iv) not solicit or hire, directly or indirectly any employee of the customs broker during the term of this agreement or after the termination thereof. b) The Client represents and warrants that it is the importer, exporter, or owner of the goods in respect of which it has retained the Company to provide Services and that it has full power and authority to retain and instruct the Company c) The Client shall be solely liable for: (i) any and all disbursements made by the Company on behalf of the Client; (ii) any customs duties, fines, penalties, interest or other levies imposed by customs authorities or other government agencies or departments and any loss or damage, with respect to the goods imported or to be imported into any country, or exported or to be exported from any country, by the Client; and (iii) any loss or damage incurred or sustained by the Company in relation to the provision of Services to the Client herein.

5. Duties and Responsibilities of the Company

a) The Company agrees to act as agent for the Client in arranging additional transport and distribution of goods in accordance with instructions received from the Client, and as agent will enter into contracts with carriers and other third parties in its own name but for the account of the Client. b) The Company shall take all reasonable steps to provide Services in accordance with the instructions from the Client, provided however, that should the Company reasonably consider that it is in the interest of the Client to depart from the Client’s instructions, the Company shall have the authority to do so and shall be indemnified and saved harmless by the Client for so doing; c) The Company shall provide to the Client in respect of each transaction made on the Client’s behalf a copy of the accounting documents and/or data pertaining thereto;

6. Export and Import Compliance

You acknowledge and agree that: a) You will comply with all applicable export and import laws and regulations; b) BILSI will at all times comply with all applicable export and import laws; and we will refuse to ship any package which we know or have reason to suspect is in violation of such laws; c) We will refuse to ship any item that requires an export or import license;

7. Confidentiality

All information pertaining to either party shall be kept confidential by the other party, and protected and secured in the manner in which the receiving party secures its own confidential information, but in no event with less than a reasonable degree of care. Confidential information disclosed by one party shall only be used by the other party for the purpose of the delivery of Services and shall only be released as required by law, or in accordance with written instructions from the disclosing party for release. Each party hereby acknowledges that the other party’s confidential information shall at all times remain the property of such other party to the extent permitted at law.

8. Errors and Omissions

You acknowledge and agree that: a) The Client acknowledges that carriers and other third parties offer services on the basis of their standard terms and conditions. The Client accepts such terms and conditions as part of any contract between the Client and the party providing services, and acknowledges that they govern the rights of the Client against such party. b) Notwithstanding anything else contained herein the Company shall not be liable for damage to goods in excess of $2.00 Canadian per pound of the gross weight of the goods that are the subject of a claim. In no event shall the Company be liable for late delivery or misdelivery of goods. Upon the Client’s written request, the Company may accept liability in excess of the limits herein provided the Client pays the Company’s additional charges for such increased liability and such increased liability is expressly agreed to in writing. c) The Company shall not be liable for any error in judgment or for anything which it may do or refrain from doing or for any resulting direct, indirect, consequential, punitive or exemplary damage or loss (including loss of profit or loss of market) caused by the negligence of the Company or by an act of God or other act or cause beyond the reasonable control of the Company even if the Company has been advised of the possibility of such damage or loss. The Company shall not be liable for any failure to provide the Services which is a result of the operation of the applicable laws of Canada or any other country or a change in the policies of any governmental authority.

9. Governing Law

These Standard Trading Conditions and any and all agreements between the Company and the Client in respect of the Services will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties hereby irrevocably and unconditionally attorn to the jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom.

10. Severability

Each of the clauses of these Standard Trading Conditions is and shall be deemed to be separate and severable and if any provision or part of these conditions is held for any reason to be unenforceable, the remainder of these Standard Trading Conditions shall remain in full force and effect.

Canadian Standard Contract Terms and Conditions for Merchandise Storers or Warehouses
(Approved and promulgated by Canadian Association of Warehousing and Distribution Services, October 1988; revised and promulgated by the International Warehouse Logistics Association, January 1999; revised and promulgated by the International Warehouse Logistics Association, December 2008).

DEFINITIONS – Sec. 1

In these Terms and Conditions: “Article” means an item of tangible personal property other than a fixture. “BILSI, Shipllama, we, us, our” means B I Logistics Services (BILSI) and its related companies. “Depositor, Client, Customer, you, your” means the owner of the Goods or the party for whose account the Goods are stored; “Shipllama” means the division of BILSI “Goods, package, shipment” means the goods or packages containing them that are described on the face of and are covered by this Receipt; “Receipt” means this non-negotiable warehouse receipt to which these Terms and Conditions are attached and which acknowledges in writing Storer’s or Warehouse’s receipt for storage of Depositor’s Goods; “Storage” includes cross-dock, trailer-drop, transloading and other such storage services. “Storer” or “Warehouse” mean the issuer of this Receipt, B I Logistics Services Inc. (BILSI), its employees, servants, successors and assigns; and “Warehouse Facility” mean the warehouse premises of the Storer or Warehouse.

CONTRACT – Sec. 2

Subject always to legislation in force governing warehouse receipts in the province where the Goods are stored, this Receipt including the Terms and Conditions hereinafter set out and rates and charges that may be attached hereto, when delivered or mailed to the Depositor of the Goods at its address last known to the Storer or Warehouse, shall constitute the contract between the Depositor and the Storer or Warehouse; provided that the Depositor may within 20 days after such delivery or mailing, notify the Storer or Warehouse in writing that the Depositor does not accept the contract and forthwith thereafter shall pay the Storer’s or Warehouse’s lien for charges and remove the Goods. If such notice is not given then this Receipt constitutes the contract. This contract may be cancelled by either party upon 30 days written notice or is cancelled if no storage or other services are performed under this contract for a period of 180 days.

TENDER FOR STORAGE – Sec. 3

All Goods tendered for storage shall be delivered at the Warehouse Facility properly marked and packaged for handling. The Depositor shall furnish at or prior to such delivery, a manifest showing marks, brands or sizes to be kept and accounted for separately, and the class of storage and other services desired.

STORER’S LIEN – Sec. 4

All advances and charges are due and payable prior to delivery or transfer of the Goods. The Storer or Warehouse shall have a lien upon, right of retention and security interest in all Articles of Depositor, including the Goods, at any time heretofore and hereafter deposited by Depositor in any Warehouse Facility owned or operated by the Storer or Warehouse. Such lien, right of retention and security interest shall be for all charges, advances and expenses in relation to such Articles of Depositor, whether or not heretofore released from the Warehouse Facility. In the event of nonpayment of any such amounts, the Storer or Warehouse has the right, after reasonable notice, to sell or otherwise dispose of the Depositor’s Articles in any manner that it may reasonably think fit to satisfy its lien, subject to legislation in force governing the disposition of such Articles in the province where such Articles are stored. Where the Storer or Warehouse decides, in its sole and exclusive discretion, to deliver or transfer the Goods prior to receipt of payment of all charges, advances and expenses in relation to the Goods, the Depositor shall deliver to the Storer or Warehouse, immediately upon its request, a signed acknowledgment of indebtedness on an invoice or other statement of account.

BASIS OF CHARGES – Sec. 5

Any charge made with respect to the Goods shall conform to the Storer’s or Warehouse’s rates and charges that may be attached hereto or quotation and/or tariff in effect at the time the service is performed.

ACCESS AND INSPECTION – Sec. 6

The Depositor may, subject to the Storer’s or Warehouse’s security and insurance regulations and other reasonable limitations, have access to the Goods at any reasonable time, provided at least 48 hours written notice is given in advance to the Storer or Warehouse and provided the Depositor or its authorized representative is accompanied by an employee of the Storer or Warehouse, whose time shall be an additional charge to the Depositor.

DANGEROUS GOODS – Sec. 7

It is the Depositor’s responsibility to provide the Storer or Warehouse in advance with detailed, written information and instructions on any of its Articles that may be considered hazardous, whether or not they are regulated under the Transportation of Dangerous Goods Act or other applicable legislation. If the Depositor fails to do so, the Storer or Warehouse shall have the right to refuse to accept such Articles when tendered for storage or other services and shall not be liable for any loss, misconsignment or damage of any nature to such Articles. The Depositor warrants that the Goods, the packaging and marking thereof comply in all respects with the provisions of any federal or provincial legislation or regulations governing the handling or storage of dangerous goods. The Depositor assumes all liability for costs incurred and/or damages resulting from Depositor’s failure to do so. The Depositor shall indemnify, defend and hold the Storer or Warehouse (including its officers, Directors, parent and affiliated companies, employees, servants and agents) harmless from and against any loss, liability, damage, penalty, demand, expense, claim of whatever type or nature by or on behalf of any person, including but not limited to damage or destruction of property or injury (including death) to any person, arising out of the Goods being stored at the Warehouse Facility or tendered for transportation or handled by third parties retained by the Storer or Warehouse.

REMOVAL OF GOODS – Sec. 8

No Article that is or may become of a dangerous, explosive, inflammable, radioactive, hazardous, biohazardous, cytotoxic or environmentally damaging nature that, in the opinion of the Storer or Warehouse, may create a condition hazardous to any personnel or Articles in the Warehouse Facility or to the Warehouse Facility itself shall be delivered to the Warehouse Facility, except where the Depositor has obtained the prior written approval of the Storer or Warehouse. Any such Article may, upon being discovered, be destroyed, dumped, sold or otherwise disposed of as the Storer or Warehouse reasonably sees fit, the whole at the risk and expense of the Depositor and without liability on the part of the Storer or Warehouse. The Storer or Warehouse shall have the right to require the removal from its Warehouse Facility of any other Articles of any kind or description, at any time, without stated reasons, upon written notice of not less than 30 days from the end of the current storage month.

LIABILITY OF STORER OR WAREHOUSE – Sec. 9

(a) The responsibility of the Storer or Warehouse is the reasonable care and diligence required by the laws of the province where the Goods are stored; provided that all Goods are stored at the Depositor’s risk of loss, damage or delay in delivery unless the Depositor establishes such loss, damage or delay occurred because of the Storer’s or Warehouse’s failure to exercise the care required by the laws of the province where the Goods are stored. (b) The quality, condition, contents and value of the Goods are not known to the Storer or Warehouse except as declared by the Depositor and described on the face of the Receipt. (c) Goods covered by this Receipt are not insured by the Storer or Warehouse. (d) Without limiting the generality of the foregoing, it is specifically declared that: i) All Goods are stored at the owner’s risk of loss, damage or delay in the delivery caused by or through inaccuracies, obliteration or absence of marks, numbers, address or description, act of God, irresistible force, enemies of the Queen, civil or military authorities, insurrection, riot, strikes, terrorist acts, picketing or any other labour trouble, water, steam, sprinkler leakage, floods, rain, wind, storm, fire, frost, vermin, heating or corruption, deterioration, drainage, dampness, rust, decay, collapse of the building, inevitable accident, depreciation or perishing by a lapse of time, changes in temperature, interruption or loss of power, contact with or odors from other Articles, inherent defects, lack of any special care or precaution, injury to Articles insufficiently protected or arising from the nature of the Goods, loss in weight, insufficient cooperage, boxing, crating or packing, ordinary wear and tear in handling, leakage, concealed damage or any cause beyond the control of the Storer or Warehouse or failure to detect any of the foregoing. All storage and other applicable charges must be paid on Goods stored for an additional time, or lost or damaged by any of the above causes. ii) The legal liability of the Storer or Warehouse shall be strictly limited to the lesser of the monetary amount of the damage incurred or 100 times the monthly storage rate on any one package or stored unit with the contents (or, in cases where the Storer’s or Warehouse’s charges are calculated for other than actual storage, maximum $50.00 per unit) unless the Depositor specifically requests a higher limit in writing and declares an excess value, in which case the Storer or Warehouse may, at its option, accept liability and assess an additional charge to the monthly storage or other applicable rate. (e) Where loss, damage or destruction occurs to the Goods, for which the Storer or Warehouse is not liable, the Depositor shall be responsible for the cost of removing and disposing of such Goods and the cost of any environmental cleanup and site remediation resulting from the loss, damage or destruction to the Goods. (f) The Storer or Warehouse shall not, in any event, be liable for any claim of any type whatsoever with respect to the Goods unless such claim is presented in writing within a reasonable time, not exceeding 30 days after the Depositor learns of, or, in the exercise of reasonable care, should have learned of the loss, damage or destruction of the Goods.

GENERAL – Sec. 10

(a) All incoming shipments must be consigned to the Depositor, c/o the Storer or Warehouse, freight prepaid. The Storer or Warehouse reserves the right to refuse acceptance of any Articles improperly consigned or shipped freight collect and shall not be liable or responsible for any loss, injury or damage of any nature to or related to such Articles. (b) If a checker is not furnished by the Depositor or transportation company delivering the Goods to the Warehouse Facility, the Storer’s or Warehouse’s load or unload count shall be conclusively deemed to be correct. (c) The Storer or Warehouse shall have no responsibility for errors resulting from the corruption of electronically transmitted data, or from verbal or telephoned shipping instructions, unless written confirmation of such instructions is received not less than twenty four hours prior to the shipment of the Goods. (d) When errors in shipment occur, any liability of the Storer or Warehouse shall be strictly limited to the transportation costs involved to rectify any such error, and shall not, under any circumstances, include liability for loss or damages due to the acceptance or use of the Goods. (e) The Storer or Warehouse shall not be responsible for delays in loading or unloading railway cars, trailers or other containers, nor for demurrage charges or other time penalties arising from any delay at the Warehouse Facility, which cannot reasonably be avoided by the Storer or Warehouse in the normal course of its business. (f) A charge, in addition to regular rates, will be made for merchandise in bond pursuant to the Customs Bonded and Sufferance Warehouse Regulations of the Government of Canada. (g) Storer or Warehouse shall not be liable for loss of Goods due to inventory shortage or unexplained or mysterious disappearance of Goods unless Depositor establishes such loss occurred because of Storer’s or Warehouse’s failure to exercise the care required of Storer or Warehouse under Section 9 above. (h) Depositor represents and warrants that it is lawfully possessed of the Goods and has the right and authority to store them with the Storer or Warehouse. Depositor agrees to indemnify and hold harmless the Storer or Warehouse from all loss, cost and expense (including reasonable lawyers’ fees) which Storer or Warehouse pays or incurs as a result of any dispute or litigation, whether instituted by Storer or Warehouse or others, respecting Depositor’s right, title or interest in the Goods. Such amounts shall be charges in relation to the Goods and subject to Storer’s or Warehouse’s lien. (i) Storer or Warehouse shall not be liable for any loss of profit or special, indirect, or consequential damages of any kind. (j) If any provision of this Receipt, or any application thereof, should be construed or held to be void, invalid or unenforceable, by order, decree or judgment of a court of competent jurisdiction the remaining provisions of this Receipt shall not be affected thereby but shall remain in full force and effect. Storer’s or Warehouse’s failure to require strict compliance with any provision of the Receipt shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provisions of this Receipt. The provisions of this Receipt shall be binding upon the Depositor’s heirs, executors, successors and assigns and cannot be modified except in writing signed by Storer or Warehouse. (k) The Parties agree that these Terms and Conditions shall be governed by the law of the Province within Canada in which the Warehouse Facility is located. By accepting the services provided under these Terms and Conditions, the Depositor irrevocably attorns to the exclusive jurisdiction of the Courts of that Province. (l) Documents, including this Receipt, may be issued either in physical or electronic form at the option of the Parties. (m) Unless specified otherwise, all statements of or references to dollar amounts in these Terms and Conditions are to lawful money of Canada. Specific to Shipllama Receipt of goods at the Distribution Center All Goods tendered for receipt shall be delivered to the Shipllama Distribution Center in the United States of America. Upon arrival they will be inspected for damage and to ensure they do not violate the Terms and Conditions of the usage of Shipllama services. You will be notified of the receipt of goods at the Distribution Center and they will be tendered for storage until such a time that they are to be delivered to the agreed upon address in Canada. Unidentified Recipients (a) Occasionally we receive packages where the appropriate recipient cannot be identified, e.g.; the customer name and/or the order reference number may be missing or mis-stated. (b) If you have ordered a product and there is an unusual delay in receiving notification from Shipllama that there is a package waiting for you, you should contact Shipllama Customer Service. Loss or Damage of Products in Transit to the Shipllama Distribution Center BILSI will not be liable for products lost or damaged in transit from the merchant to the distribution center. BILSI reserves the right to refuse delivery at the distribution center. If, upon inspection of the outside of the packaging, it is obvious that the product is damaged or incomplete, we will notify you via email, at which point you can advise us whether to return it to the merchant, at your cost, or if you would like to receive the product. Inspection of Packages (a) BILSI has the right (upon receipt, during storage, or in preparing for export shipment) to open and inspect and package any package, or part thereof, for security purposes and to verify compliance with export and import laws and to confirm the product description and other information supplied by the Client, with prior notice and without liability to the Client. However we have no duty or responsibility to inspect packages for non-obvious damage or breakage, and we do not accept responsibility for the accuracy of product descriptions and other information provided by you. (b) If we discover that the description of the contents of the package or other information you supply is not accurate, then, depending on the specific situation, we may request you to provide additional documentation about the contents and/or their value, or we may refuse to ship it (you will be notified), or we may correct the information. (c) We do no open any inner sealed, shrink-wrapped or ‘designer’ packaging.

These Standard Trading Conditions are subject to change by the Company in its sole discretion

1. Definitions

a) “Company” is B I Logistics Services Inc. (BILSI) b) “Client” is any person, firm, association, or corporation, or any other entity at whose request or on whose behalf, either directly or indirectly, the Company undertakes any business or provides services. c) “Services” shall mean those freight and related services set out in the Client Service Agreement between the parties and any schedule thereto and such other related services as the Client may request from time to time and the Company agrees to provide. d) “Shipment” means one or more packages/boxes sent on the same date and the same time from the Client to one address under a single bill of lading e) “Accepted Rate” means, in respect of a Shipment, the rate charged by BILSI to a Customer based on the Customer’s selected product but excludes all Additional Charges in respect of such Shipment. f) “Additional Charges” means those specialized service, administrative and shipping charges that may be applied in addition to agreed rates in respect of a Shipment as more fully described below in “Fees and Ancillary Charges”.

2. Fees and Ancillary Charges

a) Company will provide fixed price quotations plus Additional Charges to Client before rendering Services and Client must either accept or reject a quotation delivered by the Company within 15 days of receipt of same. Upon acceptance, the quotation will be the Accepted Rate b) Quotations may be withdrawn or revised by the Company at any time and shall automatically lapse if not accepted within 15 days. c) Unless otherwise provided in the quotation the Company may, after acceptance, revise its 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 transportation of goods. d) Declared Value Surcharge – If the Client declares a value for BILSI liability purposes, a surcharge of 0.50% of the amount of the declared value will be applied to the cost of the Shipment. e) Dangerous Goods – BILSI will accept certain Dangerous Goods for transportation provided that they are properly marked, labeled and packaged to ensure safe transportation in accordance with BILSI’s ordinary care in handling and in accordance with all applicable legislation, including, without limitation, the Transportation of Dangerous Goods Act and the Regulations there under and the Technical Instructions published by the International Civil Aviation Organization. The client must also indicate whether the Shipment has been prepared for transportation by air or ground. Additional costs will be detailed in the quotation. f) Special Handling (courier shipments only) – An additional charge will be applied when shipping items that require special handling, including, without limitation: (i) Non-packaged (unboxed) items (excluding envelopes) (ii) Items not fully encased in a suitable shipping container (e.g. tires, pails, shrink wrapped items, etc.) (iii) Depending on the program selected, overweight/oversized packages which (a) weigh more than 70 lbs (32 kgs) (b) equal or exceed 5 feet (152 centimeters) in length; and/or (c) equal or exceed a total overall size of 165 inches ( 419 centimeters) (calculated as follows: length + 2 x width + 2 x height) (iv) items which, due to their nature (size, shape, packaging, contents), are deemed by BILSI, in its sole discretion, to be unsuitable for sorting and/or handling using BILSI’s carrier’s automated systems (e.g., ball bearings, nuts, bolts and fasteners, liquids, wooden or metal crates, etc.). The payment of Special Handling Charges in respect of a particular Shipment will in no way effect BILSI’s maximum liability stated in these Terms and Conditions or the classification of a Shipment as being “At Shipper’s Risk”. Additional costs will be detailed in the quotation. g) Beyond Charges (for courier shipments) – An Additional Charge will be applied to destinations that are deemed by BILSI’s carrier to be remote and not serviced directly. Beyond Charges will be detailed in the quotation. h) Right to Reweigh and DIM Shipments – BILSI reserves the right to reweigh Shipments, notwithstanding that a weight has been declared on the Bill of Lading. Reweighing is done on government-approved scales. All shipments are based on a dimensional weight of 10 pounds per cubic foot. In the event that the Customer fails to declare a weight on the Bill of Lading and BILSI does not reweigh the Shipment, BILSI reserves the right to ascribe to any such Shipment an average Shipment weight. The Customer acknowledges that charges based on the weight or dimensional weight determined or ascribed by BILSI shall be levied and Customer agrees to pay same.

3. Invoicing and Payment

a) The Company shall issue invoices to the Client for all fees and disbursements pertaining to Services rendered to and on behalf of the Client. b) All such invoices shall be due and payable on receipt of invoice, or as specified in the Accepted Rate or as otherwise agreed in writing between the Client and the Company. c) Interest on all late payments shall be paid at the rate set by the Company from time to time; d) In the event of default of payment by the Client, the Company, in addition to any other legal rights and remedies shall have the right to retain, in its possession, all goods of the Client which are in its possession and all goods of the Client which may, in the future, come into its possession. The right of possession shall include the right to sell the goods by public auction in the event that such default shall continue for a period of 45 days. e) If the Client exceeds its credit limit with the Company at any time, the Company reserves the right to demand payment on outstanding invoices and/or to demand advancement of funds prior to completion or further provision of Services.

4. Duties and Responsibilities of the Client

The Client shall: a) Ensure that (and the Client specifically warrants that) all shipments comply with applicable laws and all goods are properly prepared, packed, labelled and/or marked for shipment, and that the description is accurate and complete at the time the goods are taken in charge by any carrier, and that all information relating to any dangerous character of the goods is properly provided to the carrier. b) Where the Company agrees on behalf of the Client to prepare and submit data to any USA, Canadian, Mexican or other Government Agency for security clearance, customs entry, export declarations, applications, documentation and/or export data, ensure that (and specifically warrants that) all documentation and all information furnished by the Client is correct and complete, whether in paper or electronic format c) reimburse, indemnify and save harmless the Company from any and all claims asserted or liability or losses suffered by reason of the Client’s breach or warranty or failure to comply with this section 4, or which otherwise result from inaccuracies, mistakes or omissions in the information and/or documentation provided to the Company by the Client or its agents and relied upon by the Company d) The Client represents and warrants that it is the importer, exporter, or owner of the goods in respect of which it has retained the Company to provide Services and that it has full power and authority to retain and instruct the Company e) The Client shall be solely liable for any and all disbursements made by the Company on behalf of the Client f) The Client shall be solely liable for any customs duties, fines, penalties, interest or other levies imposed by customs authorities or other government agencies or departments and any loss or damage, with respect to the goods imported or to be imported into any country, or exported or to be exported from any country, by the Client; and g) The Client shall be solely liable for any loss or damage incurred or sustained by the Company in relation to the provision of Services to the Client herein. h) Client shall comply with all applicable laws and regulations in effect in the country from which the goods are shipped, and in the country in which the goods are received. Client shall not use or attempt to use BILSI to receive or send illegal, hazardous or dangerous materials, prohibited goods, or controlled substances. Goods are unacceptable for shipment if: a. They are in BILSI’s list of prohibited items; b. The goods are classified as hazardous material, dangerous goods, or articles prohibited or restricted by IATA (International Air Transport Association), ICAO (International Civil Aviation Organization), export control laws and regulations, import or customs regulations, or any of the laws or regulations of any applicable government department or other relevant organization; or c. We decide that we cannot transport an item safely or legally (such items include but are not limited to: animals, currency, bearer-form negotiable instruments, precious metals and stones, firearms, parts thereof and ammunition, pornography and illegal narcotics/drugs).

5. Duties and Responsibilities of the Company

a) The Company agrees to arrange transport solely as a broker for shipments at the Accepted Rate in accordance with instructions received from the Client. b) The Company shall take all reasonable steps to provide Services in accordance with the instructions from the Client, provided however, that should the Company reasonably consider that it is in the interest of the Client to depart from the Client’s instructions, the Company shall have the authority to do so and shall be indemnified and saved harmless by the Client for so doing. c) The Company shall provide to the Client in respect of each transaction made on the Client’s behalf a copy of the accounting documents and/or data pertaining thereto.

6. Confidentiality

All information pertaining to either party shall be kept confidential by the other party, and protected and secured in the manner in which the receiving party secures its own confidential information, but in no event with less than a reasonable degree of care. Confidential information disclosed by one party shall only be used by the other party for the purpose of the delivery of Services and shall only be released as required by law, or in accordance with written instructions from the disclosing party for release. Each party hereby acknowledges that the other party’s confidential information shall at all times remain the property of such other party to the extent permitted at law.

7. Errors and Omissions

a) The Client acknowledges that carriers and other third parties offer services on the basis of their standard terms and conditions. The Client accepts such terms and conditions as part of any contract between the Client and the party providing services, and acknowledges that they govern the rights of the Client against such party. b) Notwithstanding anything else contained herein the Company and the Carriers selected by the Company shall not be liable for damage to goods in excess of $2.00 Canadian per pound (for LTL and TL shipments) of the gross weight of the goods that are the subject of a claim. In no event shall the Company be liable for late delivery or incorrect delivery of goods. Upon the Client’s written request, the Company may accept liability in excess of the limits herein provided the Client pays the Company’s additional charges for such increased liability and such increased liability is expressly agreed to in writing. The company and its Carriers will not be liable for any claims arising from small parcel shipments where original signature is not required. c) Except as expressly provided in subparagraph 7 (b) above, the Company shall not be liable for any error in judgment or for anything which it may do or refrain from doing or for any resulting direct, indirect, consequential, punitive or exemplary damage or loss (including loss of profit or loss of market) caused by the negligence of the Company or by an act of God or other act or cause beyond the reasonable control of the Company even if the Company has been advised of the possibility of such damage or loss. The Company shall not be liable for any failure to provide the Services which is a result of the operation of the applicable laws of Canada or any other country or a change in the policies of any governmental authority.

8. Governing Law

These Standard Trading Conditions and any and all agreements between the Company and the Client in respect of the Services will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties hereby irrevocably and unconditionally attorn to the jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom.

9. Severability

Each of the clauses of these Standard Trading Conditions is and shall be deemed to be separate and severable and if any provision or part of these conditions is held for any reason to be unenforceable, the remainder of these Standard Trading Conditions shall remain in full force and effect.

10. Limitation of Liability

The Company shall not be liable for any loss or damages whatsoever or howsoever caused arising directly or indirectly in connection with these Standard Terms and Conditions, and the Services provided hereunder, except to the extent to which it is unlawful to exclude such liability. The Company does not warrant or otherwise guarantee the Services provided by any Third-parties. The Company expressly excludes liability for indirect, direct, consequential, punitive or exemplary damage or loss (including loss of profit or loss of market) arising out of these Terms and Conditions. Specific to Shipllama

11. Delivery, Returns, and Claims

a) BILSI will make every reasonable effort to deliver the shipment to the Client according to the delivery company’s regular schedules, but provides no guarantee and this does not form part of the agreement between the Client and BLISI. BILISI is not liable for any damage or loss caused by delivery company delays. b) Shipments can be delivered directly to most addresses (only Canada Post can deliver to Post Office Boxes for items sent using the Shipllama e-forwarding solution). However, certain areas are deemed ‘beyond’ the area of a carrier, and as a result a ‘beyond charge’ or additional charge will be applied to the cost of the Client’s shipment. c) If after Delivery to the Client, the Client wishes to return an item to the merchant from which it was purchased, the Client will need to make direct arrangements with the merchant as soon as possible for any return, refund, or exchange of items in accordance with the merchant’s terms and policies. Most merchants will require the Client to obtain advance authorization for product return and my give the Client a Return Merchandise Authorization (RMA). We will, upon request, help to arrange return shipping to the merchant, with the full cost associated charged to the Client. The original customs duties and taxes cannot be recouped, and additional duties and taxes charges may be levied upon re-entry into the US, which are also the full responsibility of the Client, not BILSI. d) When a Client selects one of the carriers BILSI is partnered with, the Client also agrees to the terms and conditions of that carrier. As such, all claims regarding the a shipment must be made with the carrier. However, upon, request, BILSI will assist the Client in making a claim with the carrier if the Client chose any of the following. a. Purolator b. FedEx c. Canada Post