CIFFA Trade Conditions
STANDARD TRADING CONDITIONS of The Canadian International Freight Forwarding Association Association des Transitaires internationaux Canadiens, Inc. Adopted May 13, 2010
- 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
- where it issues a transport document or electronic record evidencing its obligation for the delivery of goods, or
- 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.
- 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.
- 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.
- ROLE AS PRINCIPAL
Where requested by the Customer the Company may
- issue a transport document or electronic record by which it as
principal undertakes carriage of particular goods; or
- 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.
- 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:
- arrange for the departure or arrival of goods before specific
dates;
- arrange for goods to be carried, stored or handled separately
from other goods;
- arrange for the transport of goods that may taint or affect other
goods, or may harbour or encourage vermin or pests;
- make a declaration of value or special interest in delivery to
any carrier or terminal;
- direct carriers or delivery agents to hold goods until payment
of any amount or until surrender of a document;
- 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.
- THE COMPANY’S GENERAL RESPONSIBILITIES
- 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.
- The Company shall arrange transport and any related services
within a reasonable time after receiving the Customer’s instructions.
- 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.
- CUSTOMER’S GENERAL RESPONSIBILITIES
- 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.
- 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.
- CUSTOMER’S RESPONSIBILITY FOR PACKAGED AND
CONTAINERIZED GOODS
- 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.
- 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:
- the transport unit has been properly and competently loaded;
- the goods are suitable for carriage in or on the transport unit;
and
- 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).
- QUOTATIONS AND INVOICING
- 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
- accepts a fixed price quotation, or
- does not within thirty days after receipt of the invoice object to
the Company charging a fixed price for its services.
- 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.
- 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.
- 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
- store the goods at the sole risk and expense of the Customer,
or
- sell the goods immediately and without further notice, and hold
any net proceeds for the account of the Customer or
- 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.
- CUSTOMER’S RESPONSIBILITY FOR PACKAGED AND
CONTAINERIZED GOODS
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
- store the goods at the sole risk and expense of the Customer,
or
- sell the goods immediately and without further notice, and hold
any net proceeds for the account of the Customer or
- 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.
- DANGEROUS GOODS
- 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.
- 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.
- 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.
- INSURANCE
- 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.
- 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.
- 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
- in case of loss and/or damage to goods within 7 days of the
completion of transit,
- in case of delay in delivery or non-delivery within 45 days of
the date when the goods should have been delivered,
- 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.
- LIMITATION OF LIABILITY
Compensation for any claim for which the Company is liable shall not in
any event exceed 2 SDR (SDR = Special Drawing Rights) per kilo of the
gross weight of the goods that are the subject of the claim. Without prejudice
to any other conditions herein or other 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 loss of market, except
as provided for in paragraph (b);
- loss of, damage to or consequential or indirect loss caused by
delay or deviation in connection with the transport of goods in
a sum in excess of twice the difference between the charges
invoiced by the Company and amounts paid by the Company
to third parties for transport or other service related to those
goods;
- amounts in excess of a maximum recoverable of 75,000
SDR’s per transaction.
Upon the Customer’s written request, the Company may accept liability
in excess of these limits provided the Customer pays the Company’s
additional charges for such increased liability. The Customer can obtain
details of these charges from the Company.
- INDEMNITY
The Customer shall indemnify the Company against all duties, taxes,
payments, fines, expenses, losses, claims and liabilities, including without
limitation any storage, demurrage, port, or terminal charges and any
liability to indemnify any other person against claims made against such
other person by the Customer or by the owner
- for which the Company may be held responsible unless
caused or contributed to by any negligence or breach of duty
of the Company, or
- 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.
- 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.
- 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.
- 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
- the date of delivery of the goods for claims to damage to
goods, or
- 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.
- 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.
- 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.
www.ciffa.com
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