STANDARD TRADING CONDITIONS
of Ocean-Air Freight Ltd.
Adopted January 30, 2026
PART A: DEFINITIONS AND TERMS AND CONDITIONS THAT APPLY TO ALL BUSINESS DONE OR SERVICES PROVIDED BY COMPANY
DEFINITIONS:
“BL” means a Bill of Lading or Waybill or Express Bill or other similar carriage document covering the carriage of Goods, and includes a Multimodal Transport Bill of Lading, a Straight Bill of Lading, a Straight Bill of Lading – Short Form, an Express Bill and a Shipper – Provided Short Form Bill of Lading, or similar document of carriage and whether it be in hard copy or transmitted electronically.
“Canada Customs” means the Canada Border Services Agency, any other Department or Agency, and any other successor Department or Agency of the Government of Canada or any Province thereof having jurisdiction over imports and exports.
“Carrier” means a party, who whether on its own behalf or through its subcontractor is the actual carrier responsible for the carriage of the Goods.
“Company” means the Freight Forwarder, Load Broker, Customs Broker, Carrier, or Warehouser who undertakes any business or provides advice, information or services to the Customer.
“Conditions” means these standard trading conditions.
“Customer” means any party at whose request or on whose behalf Company undertakes any business or provides advice, information or services.
“Customs Duties” means any duties, taxes and levies on imported or exported Goods under the Customs Act, the Customs Tariff, the Excise Act, the Excise Tax Act, the Special Import Measures Act or any other laws, regulations or rules of Canada or any other country or jurisdiction, relating to customs, including any penalties, interest or fines imposed under any of the aforementioned laws, regulations or rules.
“Customs Service Provider” means situations where the Company provides customs services to an exporter of goods and includes an agent or other representative of an exporter, customs broker and freight forwarder.
“Dangerous Good(s)” means Good(s) as statutorily defined in the appropriate Canadian Federal or Provincial legislation or regulations as dangerous Goods.
“Depositor” means the Owner of the Goods or the party for whose account the Goods are stored with the Company in a warehouse or other storage facility.
“Disbursement(s)” means any payment made by Company, on behalf of the Customer, for or in relation to 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 Company on behalf of the Customer.
“Freight Forwarder” means where Company arranges for the carriage, transportation, storage, packing or handling of Goods or any other services in relation thereto, and without limiting the generality of the foregoing, any other actions or services contemplated in Part B.
“Good(s)” means the cargo or item of tangible personal property of the Customer or Owner for which the services are provided hereunder and shall include any packing containers or equipment.
“Instruction(s)” means a statement of the Customer’s specific requirements.
“Load Broker” means the Company when acting as an intermediary in arranging the carriage of Goods by road.
“Owner” means the owner of the Goods (including any packaging, containers or equipment) in relation to which any business is done, or services are performed by Company.
“Part” means the Part (A to B) of these terms and conditions.
“Party(ies)” includes persons, parties, corporations, firms and associations.
“Receipt” means a non-negotiable warehouse receipt issued in paper or electronically which acknowledges in writing warehouser’s receipt for storage of Depositor’s Goods.
“Related Party(ies)” means the Company, any subsidiary of the Company or its parent, or any Party associated with or related to Company.
“Special Arrangement(s)” means arrangements made in accordance with express Instructions, in writing, that are both received and accepted by Company.
“Transport Unit(s)” means containers, trailers, flats, tilts, railroad cars, tanks, igloos, or any other unit load device specifically constructed for the carriage or transportation of Goods by land, sea or air.
“Warehouser” means the Company when acting as a storer of Goods.
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 non-performance 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, stowage, 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, stowage, 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:
(i) the transport unit has been properly and competently loaded;
(ii) the goods are suitable for carriage in or on the transport unit; and
(iii) 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
(i) accepts a fixed price quotation, or
(ii) 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 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:
(a) 2 SDR (SDR = IMF Special Drawing Right) per kilo of the gross weight of the goods that are the subject of the claim;
(b) 666.67 SDR per enumerated package of goods that are the subject of the claim; or
(c) 75,000 SDR per transaction;
whichever is less, provided however that where a higher limitation of liability is mandatorily applicable by law then that higher limitation of liability shall apply.
Without prejudice to any other conditions herein or other defences available to the Company, in no circumstances whatsoever shall the Company be liable to the Customer or owner for consequential or indirect loss, including losses arising from delay or loss ofmarket.
Upon the Customer’s written request, the Company may accept liability in excess of these limits in writing, provided the Customer pays the Company’s additional charges for such increased liability.
16. INDEMNITY
The Customer shall indemnify the Company against all duties, taxes, payments, fines, expenses, losses, claims and liabilities, including without limitation any storage, 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. FORCE MAJEURE
The Company shall be relieved of any and all liability for any loss or damage if, and to the extent that, such loss or damage is the result of an event or circumstance (a “force majeure” event) that prevents the Company from performing one or more of its contractual obligations to the extent that the Company is affected by an impediment which is beyond its reasonable control, such impediment could not reasonably have been foreseen and could not reasonably been avoided or overcome by the Company acting in a commercially reasonable manner. The following events shall be presumed to be a “force majeure” event:
(a) war (whether declared or not), hostilities, invasion, acts of foreign enemies, extensive military mobilization;
(b) civil war, riot, rebellion and revolution, military or usurped power, insurrection, acts of terrorism, sabotage or piracy;
(c) currency and trade restriction, blockade, embargo, sanction;
(d) act of government authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalization; e) plague, epidemic, pandemic, natural disaster, extreme natural event, extreme weather event, nuclear, chemical or biological contamination;
(f) explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy;
(g) general labour disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises; or any other event or circumstance beyond the Company’s control.
In such circumstances the Company is entitled to modify its services, procedures, rates, prices, and surcharges as in the Company’s reasonable discretion are considered necessary, and the Company is entitled to full remuneration and indemnity for any charges so incurred or applied.
20. 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.
21. 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.
22. 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.
PART B – ADDITIONAL TERMS AND CONDITIONS THAT APPLY WHEN COMPANY ACTS AS A FREIGHT FORWARDER OR LOAD BROKER
23. EXPRESS AUTHORIZATION OF COMPANY AS AGENT FOR THE CUSTOMER
(A) Company shall be entitled, and the Customer hereby expressly authorizes Company, to enter into contracts on behalf of the Customer, including without limiting the generality of the foregoing, with any Related Party:
(i) for the carriage or transportation of Goods by any route or means;
(ii) for the storage, packing, trans-shipment, loading, unloading or handling of the Goods by any Party or at any place, and for any length of time,
(iii) for the carriage, transportation or storage of Goods in or on Transport Units or with other Goods of whatever nature.
(iv) for providing services as a Customs Service Provider.
(B) For greater certainty, in relation to any contracts entered into with Carriers in its role as Freight Forwarder, it is agreed that Company does enter such contracts, and shall be deemed to have entered such contracts, as agent for the Customer.
(C) In any situation where Company contracts with any Party, including any Related Party, the terms and conditions of contract of such other Party, including any Related Party, shall be the terms and conditions of the contract between the Customer and such other Party, including a Related Party, whether contained on the back of a BL or otherwise.
(D) Where there is a choice of rates according to the extent or degree of the liability assumed by Carriers, Company, or others, no declaration of value where optional can be made nor will be made by Company except under Special Arrangements.
(E) Company shall have no liability to the Customer by reason of having entered into any contract on behalf of the Customer whereby the extent or degree of the liability assumed by a Carrier or other Party, including a Related Party, is in any respect excluded or limited, except where such contract is entered into contrary to written specific Instructions given by the Customer that were accepted by Company in writing.
“The English version of these Standard Trading Conditions of Ocean-Air Freight Ltd. shall be decisive. The Standard Trading Conditions of Ocean-Air Freight Ltd. shall be translated and available in French. In the event of a dispute, the English version of the STC’s shall prevail.”
