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STANDARD TRADING CONDITIONS
of
The Canadian International
Freight Forwarders Association, Inc.
(C.I.F.F.A.)
COPYRIGHT © MAY, 1986.
AMENDED MAY, 1988.
AMENDED MAY, 1998.
The Customer's attention is drawn to the Clauses hereof which exclude
or limit the Company's liability and those which require the Customer to
indemnify the Company in certain circumstances.
Definitions
1. In these Conditions:
| "Company" |
is the C.I.F.F.A. Member trading under these Conditions. |
| "Conditions" |
means the entire undertakings, terms, conditions and Clauses embodied herein. |
| "Customer" |
means any person at whose request or on whose behalf the Company undertakes any business, or provides advice, information or services. |
| "Dangerous Goods" |
means goods as statutorily defined in the appropriate Federal or Provincial Legislation of Canada. |
| "FBL" |
means a Bill of Lading or Waybill covering the carriage of goods, and includes a FIATA Combined Transport Bill of Lading. |
| "Goods" |
means the objects of the services provided hereunder and shall include any packing containers or equipment. |
| "Instructions" |
means a statement of the Customer's specific requirements. |
| "The Owner" |
means the owner of the goods (including any packaging, containers or equipment) to which any business concluded under these conditions relates and any other person who is or may become interested in them. |
| "Person" |
includes persons or any body or bodies corporate. |
"Special
arrangements" |
means arrangements made in accordance with express instructions, in writing, previously received and accepted by the Company. |
| "Transport Units" |
means containers, trailers, flats, tilts, railroad cars, tanks, igloos, or any other unit load device specifically constructed for the carriage of goods by land, sea or air. |
Headings
| 2. |
Headings of Clauses or groups of Clauses are for indicative purposes only. |
Application
| 3. |
(A) Subject to Sub-clauses (B) and (C) below all and any activities
of the Company in the course of business whether gratuitous or not are
undertaken subject to these Conditions.
(B) If any legislation is compulsorily applicable to any
business undertaken, these Conditions shall as regards such business, be
read as subject to such legislation and nothing in these Conditions shall
be construed as a surrender by the Company of any of its rights or immunities
or as an increase of any of its responsibilities or liabilities under such
legislation and if any part of these Conditions be repugnant to such legislation
to any extent such part shall as regards such business be severable and
overridden to that extent and no further.
(C) Subject to Sub-clause (B) above, the Company and the Customer
may agree that, in respect of all or any part or parts of any contract
for the movement of goods, the Company shall issue an "FBL". Where such
document is issued, the terms and conditions embodied in it shall be paramount
in governing the relationship between the Customer and the Company insofar
as those terms and conditions are inconsistent with or repugnant to these
Conditions. |
The Company's General Responsibilities
| 4. |
(A) The Company shall perform its duties with a reasonable degree
of care, diligence, skill and judgement.
(B) Subject to Clause 17 hereof, the Company shall carry
out its services within a reasonable time.
(C) Subject to these Conditions and in particular to the
discretion reserved to the Company below the Company shall take all reasonable
steps to perform any of the Customer's instructions accepted by the Company.
(D) If at any stage in any transaction the Company should
reasonably consider that there is good reason in the Customer's interests
to depart from any of the Customer's instructions, the Company shall be
permitted to do so and shall not incur any additional liability in consequence
of so doing.
(E) When using its discretion as permitted in these Conditions,
the Company shall do so with due regard to the interests of the Customer.
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| 5. |
(A) If after a contract has been agreed events or circumstances
come to the attention of the Company which in the opinion of the Company
make it wholly or in part impossible for the Company to fulfil its duties
it shall take reasonable steps to inform the Customer of such events or
circumstances and seek further instructions.
(B) Quotations are given on the basis of immediate acceptance
and are subject to withdrawal or revision. Unless otherwise agreed in writing
the Company shall be, after acceptance, at liberty to revise quotations
or charges with or without notice in the event of changes outside the Company's
control occurring in currency exchange rates, rates of freight, insurance
premiums or any charges applicable to the goods. |
The Customer's Undertakings
| 6. |
(A) The Customer shall be deemed to be competent and to have
reasonable knowledge of matters affecting the conduct of their business,
including terms of sale and purchase and all other matters relating thereto.
(B) The Customer shall give sufficient and executable instructions,
and the Company shall, within the limits of its duty of care and diligence,
inform the Customer if it considers that the Customer's instructions are
insufficient or inexecutable.
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| 7. |
The Customer warrants that it is either the Owner or the authorized
agent of the Owner and also that it is accepting these Conditions not only
for itself but also as agent for and on behalf of the Owner.
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| 8. |
The Customer warrants that the description and particulars
of any goods furnished by or on behalf of the Customer are full and accurate.
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| 9. |
(A) 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.
(B) The Company shall have the right to enforce any liability
of the Customer under these Conditions or to recover any sums to be paid
by the Customer under these Conditions not only against or from the Customer
but also if it thinks fit against or from the sender and /or consignee
and/or Owner.
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| 10. |
No Claim shall be made on any grounds whatsoever against:
| (i) |
any officer, director, employee or agent or servant of the Company. |
| (ii) |
any of its parent subsidiary or associated companies, except to enforce any contract to which the Customer and such Company are parties by virtue of Clause 28 or 29 hereof,
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which seeks to impose upon them any liability in connection with the business undertaken by the Company or with the goods. For the purposes of this Clause the Company contracts as agents for all of the aforementioned.
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| 11. |
The Customer shall indemnify the Company against all duties,
taxes, payments, fines, expenses, losses, damages (including physical damage)
and liabilities in excess of the liability of the Company in accordance
with these Conditions, suffered or incurred by the Company in the performance
of its obligations under any contract to which these Conditions apply,
including any liability to indemnify any other person against claims made
against such other person by the Customer or by the Owner.
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| 12. |
(A) The Customer shall warn the Company if any goods which are
the subject of any transaction to which these Conditions apply are liable
to taint or affect other goods, or are likely to harbour or encourage vermin
or other pests, and the Customer shall indemnify the Company against any
liability, loss, damage, costs or expenses incurred by the Company as a
consequence of the Customer's failure to do so or for failure to do so
in good time.
(B) 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.
(C) Where the goods are carried in or on any transport unit then,
save where the Company has accepted instructions as principal to load the
transport unit, the Customer warrants:
| (i) |
that the transport unit has been properly and competently loaded; |
| (ii) |
that the goods are suitable for carriage in or on the transport unit; and |
| (iii) |
that 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).
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| 13. |
The Customer shall indemnify the Company in respect of any claims
of a general average nature which may be made on it and shall provide such
security as may be required by the Company in this connection.
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| 14. |
Any claim by the Customer or Owner against the Company,
(except in the case of air carriage to which the Warsaw Convention applies,
in which case the claim shall be subject to the provisions of that Convention),
shall be made in writing or by telex and notified to the Company as soon
as events which may give rise to a claim are known to the Customer or owner
of the goods and in any event:
| (i) |
in case of loss and/or damage to goods within 45 days of end of transit, |
| (ii) |
in case of delay in delivery or nondelivery within 45 days of the date when the goods should have been delivered, |
| (iii) |
in any other case 60 days of the event giving rise to the claim.
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Any claim not made and notified within the times provided for by Sub-Clauses (i)-(iii)
here in shall be deemed to be waived and absolutely barred except where
the Customer or Owner can show that it was impossible for them to comply
with these time limits in which case any claim shall be barred if not made
without delay.
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The Company's Role
| 15. |
(A) When acting as an agent, the Company does not make or purport
to make any contract with the Customer for the carriage, storage, packing
or handling of any goods nor for any other physical service in relation
to them and acts solely on behalf of the Customer in securing services
by establishing contracts with third parties so that direct contractual
relationships are established between the Customer and such third parties.
(B) Where the Company has held itself out to be the operator
of a regular line or service over the route, or part of the route, on which
the goods are to be carried, has accepted instructions for the carriage
of the goods by that line or service, and has issued an "FBL" the Company
shall (except where the Company procures a bill of lading or other document
evidencing a contract of carriage between the carrier and the Customer
or Owner) be deemed to provide such carriage, or such part thereof, as
principal contractor, without prejudice to the question whether any of
the other services are arranged by the Company as agent or provided as
principal contractor.
(C) Except to the extent set out in Subclause (B) the Company
shall be deemed to be acting as agent in any case where the Company enters
into a contract with any other person for the carriage, storage, packing
or handling of the goods or for any other services in relation thereto
and such contract is capable of being enforced by the Customer or Owner
as principal whether or not the Customer or Owner is named or disclosed
as principal by the Company.
(D) The charging or agreement to charge a fixed price for
any service shall not of itself determine whether the Company arranges
such service as agent or provides the same as principal contractor.
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Company's General Conditions
| 16. |
Notwithstanding any of the provisions hereof the Company shall
in any event be discharged of all liability whatsoever arising in respect
of any service provided for the Customer or which the Company has undertaken
to provide unless suit be brought as provided for in these Conditions within
nine months from
| (i) |
the date of the event or occurrence alleged to give rise to the Company's liability, or |
| (ii) |
after the delivery of any goods covered by the service, or the date when such goods should have been delivered, whichever is the later.
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| 17. |
Except under special arrangements the Company accepts no responsibility
for departure or arrival or dates of goods.
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| 18. |
(A) |
If delivery of the goods or any part thereof is not taken
by the Customer, Consignee or Owner, at the time and place when and where
the Company is entitled to call upon such person to take delivery thereof
the Company shall be entitled to store the goods or any part thereof at
the sole risk of the Customer, whereupon the liability of the Company in
respect of the goods or that part thereof stored as aforesaid shall wholly
cease and the cost of such storage if paid for or payable by the Company
or any agent or sub-contractor of the Company shall forthwith upon demand
be paid by the Customer to the Company. |
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(B) |
(i) |
The Company shall be entitled at the expense of the Customer to dispose of (by sale or otherwise as may be reasonable in all the circumstances)
| (a) |
on 21 days notice in writing to the customer, or where the Customer cannot be traced and reasonable efforts have been made to contact any parties who may reasonably be supposed by the Company to have any interest in the goods, any goods which have been held by the Company for 90 days and which cannot be delivered as instructed; and |
| (b) |
without prior notice, goods which have perished, deteriorated or altered or are in immediate prospect of doing so in a manner which has caused or may reasonably be expected to cause loss or damage to third parties or to contravene any applicable laws or regulations.
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(ii) |
The Company shall give appropriate credit to the Customer for any balance arising out of the proceeds of sale of the goods after deduction of the Company's costs of sale.
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| 19. |
Except insofar as may be required to comply with the Customer's
instructions as regards documentation, or except under special arrangements
the Company shall not be obliged to arrange for the goods to be carried
stored or handled separately from other goods.
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| 20. |
No insurance will be effected except upon special arrangements
with the Customer and all insurances effected by the Company are subject
to the usual exceptions and conditions of the policies of the Insurance
Company or Underwriters taking the risk. The Company shall not be under
any obligation to effect a separate insurance on each consignment but may
declare it on any open or general policy. Notwithstanding that the premium
on the policy may not be the same as that charged by the Company to the
Customer the Company shall in no circumstances incur liability as insurer
and if for any reason the insurers dispute liability the Customer shall
have recourse against the insurers only; however this provision shall not
detract from the rights of the Customer against the Company in respect
of any negligence on the part of the Company in effecting insurance.
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| 21. |
Except in accordance with special arrangements the Company
shall not he obliged to make any Declaration for the purpose of any statute,
convention or contract as to the nature or value of any goods or as to
any special interest in delivery.
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| 22. |
Except under special arrangements or under the terms
of a printed document signed by the Company, any instructions relating
to the delivery or release of goods in specified circumstances only, such
as (but without pre judice to the generality of this Clause) against payment
or against surrender of a particular document are accepted by the Company
only as agents for the Customer where third parties are engaged to effect
compliance with the instructions.
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| 23. |
Advice and information, in whatever form it may he
given, is provided hy the Company for the Customer only and the Customer
shall indemnify the Company against any liability, claims, loss, damage,
costs or expenses arising out of any other person relying upon such advice
or information. Except under special arrangements, advice and information
which is not related to instructions accepted by the Company is provided
gratuitously and without liability.
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| 24. |
The defences and limits of liability provided for in
these Conditions shall apply in any action against the Company whatsoever,
howsoever arising, whether the action be founded in contract tort or otherwise.
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Company's Special Conditions Relating to Particular Goods
| 25. |
(A) The Customer undertakes not to tender for transportation
any goods which are of a dangerous, inflammable, radio-active, hazardous
or damaging nature except under special arrangements in which notice of
the nature of the goods has been given to the Company. The Customer undertakes
to mark the goods and the outside of any packages or container in which
they may be placed, as required by any laws or regulations which 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 the Transportation of Dangerous Goods Act of the Parliament
of Canada and the Regulations passed thereunder.
(B) If the requirements of Sub-clause (A) are not complied
with, 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 the Company.
(C) Goods which in the opinion of the Company or the person
who has custody or possession thereof are or at any time hereafter become
dangerous and present a hazard may at any time or place be unloaded, destroyed
or rendered harmless without compensation, and if the Customer has not
given notice of their nature to the Company under Sub-clause (A) above,
the Company shall be under no liability to make any general average contribution
in respect of such goods.
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| 26. |
(A) Except under special arrangements the Company will not accept
or deal with bank notes, bonds, negotiable instruments or securities of
any kind, bullion, coin, precious stones, jewellery, valuables, antiques,
pictures, human remains, livestock or plants. Should any Customer nevertheless
deliver any such goods to the Company or cause the Company to handle or
deal with any such goods otherwise than under special arrangements the
Company shall be under no liability whatsoever for or in connection with
such goods howsoever arising.
(B) The Company may at any time waive its rights and exemptions
from liability under Sub-clause (A) above in respect of any one or more
of the categories of goods mentioned herein or of any part of any category.
If such waiver is not in writing, the onus of proving such waiver shall
be on the Customer.
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Company As An Agent
| 27. |
Clauses 28 to 30 below inclusive apply where and to the extent
that the Company in accordance with these conditions is acting as agent
on behalf of the Customer.
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| 28. |
The Company shall be entitled and the Customer hereby
expressly authorizes the Company, except insofar as has been otherwise
specifically agreed between the Company and the Customer, to enter into
contracts on behalf of the Customer,
| (i) |
for the carriage of goods by any route or means or person; |
| (ii) |
for the storage, packing, trans-shipment, loading, unloading or handling of the goods by any person or at any place, and for any length of time; |
| (iii) |
for the carriage or storage of goods in or on transport u nits or with other goods of whatever nature; and |
| (iv) |
to do such acts as may in the opinion of the Company be reasonably necessary in the performance of its obligations in the interests of the Customer.
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| 29. |
The Company shall be entitled to perform any of its obligations
herein by itself or by its parent, subsidiary or associated companies or
by any other person, firm or company. In the absence of agreement to the
contrary any contract to which these Conditions apply is made by the Company
on its own behalf and also as agent for and on behalf of any such parent,
subsidiary or associated company, and any such company shall be entitled
to the benefit of these conditions.
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| 30. |
Where there is a choice of rates according to the extent
or degree of the liability assumed by carriers, warehouseman or others,
no declaration of value where optional will be made except under special
arrangements; nor shall the Company be under any 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, warehouseman
or other party is in any respect excluded or limited save where such contract
is entered into contrary to specific instructions given by the Customer
and accepted by the Company.
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Company Contracting As Pincipal
| 31. |
Clauses 32 to 33 inclusive apply where and to the extent that
the Company in accordance with these Conditions is contracting as principal,
save and except where an "FBL" is issued pursuant to Clause 3 (C).
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| 32. |
The Company is not a common carrier and deals on the
basis of these Conditions alone. The Company reserves to itself a reasonable
liberty as to the means, route and procedure to be followed in the handling,
storage and transportation of goods.
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| 33. |
(A) When and to the extent that the Company has contracted as
principal for the performance of any services, the Company under takes
to perform and/or in its own name to procure the performance of those services,
and subject always to the totality of these conditions accepts liability
for loss of or damage to goods taken into its charge occurring between
the time when the Company takes the goods into its charge and the time
when the Company is entitled to call upon the Customer, consignee or owner
to take delivery of the goods.
(B) The Company shall he deemed to have taken the goods into
its charge when they have been received by the Company or have been released
or handed over hy the Customer or any person acting on behalf of the Customer
to any person acting on behalf of the Company in accordance with any directions
of the Company for the performance of the Customer's instructions.
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Limitations of Liability
| 34. |
(A) |
(i) |
the Company shall be liable for loss of or damage to the goods occurring between the time when the Company takes the goods into its charge and the time of delivery. |
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(ii) |
the Company shall, however, be relieved of liability for any loss or damage if such loss or damage was caused by:
| (a) |
an act or omission of the Customer, owner, or person acting on their behalf, other than the Company; |
| (b) |
insufficiency or defective condition of the packaging or marks and/or numbers, save where the Company has undertaken to carry out the packing, application of marks or labeling or numbering of the goods; |
| (c) |
handling, loading, stowage or unloading of the goods by the Customer, owner or any person acting on their behalf; |
| (d) |
inherent vice of the goods; |
| (e) |
strike, lockout, stoppage or restraint of labour, the consequences of which the Company could not avoid hy the exercise of reasonable diligence; |
| (f) |
any cause or event which the Company could not avoid the consequences where of they could not prevent by the exercise of reasonable diligency; |
| (g) |
a nuclear incident if the operator of a nuclear installation or a person acting for him is liable for this damage under an applicable international convention or national law governing liability in respect of nuclear energy. |
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(iii) |
the burden of proving that the loss or damage was due to one or more of the above causes or events shall rest upon the Company. |
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(B) |
In any case where, in accordance with these conditions, the Company is liable to pay compensation in respect of loss or damage to goods, and it is known where such loss or damage occurred, the extent and the amount of the liability in respect of such loss or damage shall he determined by the provisions contained in any applicable convention or law, which provisions
| (i) |
cannot be departed from by private contract to the detriment of the claimant; and |
| (ii) |
would have applied if the claimant had made a separate and direct contract with the actual provider of the particular service in respect of that service or that part of any operation where the loss or damage occurred and had received as evidence thereof any particular document which must he issued in order to make such convention or law applicable. |
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| 35. |
(A) |
When the Company is liable for compensation in respect of loss of or damage to the goods, such compensation shall be calculated by reference to the value of such goods at the place and time they are delivered to the Consignee in accordance with the contract or should have been so delivered. |
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(B) |
The value of the goods shall be fixed according to the current commodity exchange price, or if there be no such price, according to the current market price, or, if there be no commodity exchange price or current market price, by reference to the normal value of goods of the same kind and quality. |
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(C) |
Compensation shall not, however, exceed 2 SDR (SDR = Special Drawing Right) units per kilo of gross weight of the goods lost or damaged. Under special arrangements, the Company may accept liability in excess of the limits set out in Sub-clause (A) and (B) above upon the Customer agreeing to pay the Company's additional charges for accepting such increased liability. Details of the Company's additional charges will be provided upon request. |
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(D) |
(i) |
in no circumstances whatsoever shall the Company be liable to the Customer or owner for consequential loss or loss of market however caused. |
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(ii) |
without prejudice to any other conditions herein or other defences which may be open to the Company, in no circumstances whatsoever shall the Company he liable to the Customer or owner for delay or deviation however caused in a sum in excess of twice the Company's own charges in respect to the relevant transaction. |
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(E) |
(i) |
In the case of all other claims;
| (a) |
the value of the goods the subject of the relevant transaction between the Company and the Customer, or |
| (b) |
a sum at the rate of two SDR's per kilo of gross weight of the goods the subject of the said transaction, or |
| (c) |
75,000 SDR's in respect of any one transaction whichever shall be the least.
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Warsaw Convention
| 36. |
If the Company acts as principal in respect of a carriage of
goods by air. the following notice is hereby given:
If the carriage involves an ultimate destination or stop in a country
other than the country of departure, the Warsaw Convention may be applicable
and the Convention governs and in most cases limits the liability of carriers
in respect of loss of or damage to cargo. Agreed stopping places are those
places (other than the places of departure and destination) shown under
requested routing and/or those places shown in carriers' timetables as
scheduled stopping places for the route. The address of the first carrier
is the airport of departure.
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Miscellaneous
| 37. |
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.
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| 38. |
Despite the acceptance by the Company of instructions
to collect freight, duties, charges or other expenses from the Consignee
or any other person the Customer shall remain responsible for such freight
duties, charges or expenses on receipt of evidence of proper demand and
in the absence of evidence of payment (for whatever reason) by such Consignee
or other person when due.
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| 39. |
All goods (and documents relating to goods) shall be subject
to a particular and general lien and right of detention for monies due
either in respect of such goods or for any particular or general balance
or other monies due from the Customer or the Sender, consignee or owner
to the Company. If any monies due the Company are not paid within one calendar
month after notice has been given to the person from whom the monies are
due that such goods are being detained, they may he sold hy auction or
otherwise at the sole discretion of the Company and at the expense of such
person, and the net proceeds applied in or towards satisfaction of such
indebtedness and 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.
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| 40. |
The Company shall be entitled to retain and be paid
all brokerages, commissions, allowances and other remunerations as is customary
in the trade.
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Jurisdiction and Law
| 41. |
These Conditions shall be governed by the law 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 Courts of that Province.
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COPYRIGHT © MAY, 1986
AMENDED MAY, 1988
AMENDED MAY, 1998
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