- U.S. CUSTOMS BROKERAGE
- Company as Agent
- Fees and Disbursements
- Invoicing and Payment
- Advancement of Funds
- Duties and Responsibilities of the Client
- Errors and Ommissions
- Limitations of Actions
- No Liability For The Selection or Services of Third Parties and/or Routes
- Quotations Not Binding
- Reliance On Information Furnished
- Compliance with Law
- Declaring Higher Value To Third Parties
- Disclaimers; Limitation of Liability
- Indemnification/Hold Harmless
- C.O.D. or Cash Collect Shipments
- Costs of Collection
- General Lien and Right To Sell Client's Property
- Limited Waiver of Record Confidentiality
- No Duty To Maintain Records For Client
- Obtaining Binding Rulings, Filing Protests, etc.
- Preparation and Issuance of Bills of Lading
- No Modification or Amendment Unless Written
- Compensation of Company
- Force Majeure
- Governing Law; Consent to Jurisdiction and Venue
- CANADIAN CUSTOMS BROKERAGE
- Power of Attorney – General Agency Agreement
- Customs Brokerage Services
- Fees and Disbursements
- Invoicing and Payment
- Annex A: Customs Broker Services
- Advance of Funds
- Duties and Responsibilities of the Client
- Duties and Responsibilities of the Customs Broker
- Errors and Omissions
- Governing Laws
- Time of Essence
- Entire Agreement
- Waiver Negated
- Province of Quebec
- TRADE CONSULTING
- CANADIAN INTERNATIONAL FREIGHT FORWARDING
- U.S. INTERNATIONAL FREIGHT FORWARDING
- CANADIAN WAREHOUSING
These terms and conditions of service constitute a legally binding contract between the "Company" and the "Client". In the event the Company renders services and issues a document containing Terms and Conditions governing such services, the Terms and Conditions set forth in such other document(s) shall govern those services.
- "Company" shall mean Cole International USA, Inc., its subsidiaries, related companies, agents and/or representatives;
- "Client" shall mean the person for which the Company is rendering service, as well as its agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties,
- warehousemen, buyers and/or sellers, shipper's agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the Client to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives;
- "Documentation" shall mean all information received directly or indirectly from Client, whether in paper or electronic form;
- "Ocean Transportation Intermediaries" ("OTI") shall include an "ocean freight forwarder" and a "non-vessel operating carrier";
- "Third parties" shall include, but not be limited to, the following: "carriers, truckmen, cartmen, lightermen, forwarders, OTIs, customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise".
The Company acts as the "agent" of the Client for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export documentation on behalf of the Client and other dealings with Government Agencies: as to all other services, Company acts as an independent contractor.
3. Fees and Disbursements.
(a) The fees for Services shall be in accordance with the fee schedule agreed upon between the Client and the Company as may be amended from time to time. (b) The Client shall pay to the Company the Fees for the Services rendered by the Company to the Client pursuant to this Agreement. (c) Disbursements incurred by the Company on behalf of the Client shall be reimbursed to the Company by the Client as provided herein
4. 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 receipt by the Client. (c) Interest on late payments shall be paid at the rate of 1% per month. (d) In the event of default of any payment required hereunder, the Company, in addition to any other legal rights and remedies of the Company, shall be subrogated to the rights of US Customs and the United States of America, for the recovery of any Customs Duties outstanding. If the Client is in default of payment of any monies under this Agreement, the Company will be entitled to retain possession of Client’s goods until payment in full has been received. If such payment is not received within 21 days of notice of default, then Company will be entitled to cause the goods to be sold at public auction. The Company will be entitled to retain the proceeds of any such sale to set off any amounts due hereunder together with all reasonable costs associated with the storage, transportation and auction of such goods. The balance of proceeds, if any, will be paid to the Client within a reasonable time after receipt of such proceeds by the Company.
5. Advancement of Funds.
(a) Upon request by the Company, the Client shall provide to the Company, prior to the release of a shipment of the Client’s goods at a US Customs office of entry, 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. (b) All funds advanced to the Company shall be held by the Company and applied only to goods imported by the Client. (c) If at any time, the Company or US Customs determines that additional funds are reasonably required with respect to air; shipment, the Client shall forthwith advance to the Company upon demand such additional funds. (d) If, after payment of Disbursements by the Company concerning a shipment, any balance of funds remains outstanding to the credit of the Client, the Company shall within a reasonable time return such funds to the Client, subject to the instructions of the Client to retain the remaining credit balance for subsequent Disbursements or to pay Fees and Disbursements for the account of the Client or to pay the Fees and Disbursements of the Company payable by the Client to the Company after issuance of an invoice therefore by the Company to the Client. (e) If the Client fails to advance funds to the Company upon request by the Company as aforesaid, the Company shall have no obligation with respect to rendering Services concerning the shipment for which advance funds had been requested by the Company.
6. Duties and Responsibilities of the Client.
(a) The client shall: (i) provide all information necessary for the Company to provide the Services including all information required to complete US Customs documentation and to ensure the Client is in compliance with all USA import and export requirements; (ii) review all documentation promptly and notify the Company of any inaccuracies, errors or omissions found therein and advise the Company promptly of any corrections or additions to be made on such documents within the time periods set out in paragraph 9 hereof; (iii) reimburse the Company with respect to any of the matters set out in paragraph 7c) hereof; and (iv) indemnify and save harmless the Company against any and all actions, claims, suits or demands of any nature whatsoever arising from third party claims pertaining to the Services or the Client’s goods which result from inaccuracies mistakes or omissions in the information and documentation provided to the Company by or on behalf of the Client and relied upon by the Company. (b) The Client warrants that it is the importer, exporter or owner of the goods for which it has retained the Company; that it has full power and authority to retain appoint as attorney and instruct the Company; and that all information provided to the Company shall be complete, true and accurate and the Client acknowledges that the Company shall be relying on such information to provide the Services. (c) Without limiting any statutory liability of the Company, as between the Company and the Client, 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 or interest imposed by US Customs Border Protection with respect to the Client’s goods; and (iii) any loss or damage incurred or sustained by the Company in relation to the provision of Services to the Client herein due to Client’s negligence or willful misconduct.
7. Errors and Omissions.
Any errors or omissions on the US Customs documents must be reported in writing to the Company by the Client as soon as possible but in any event within 45 days of release of the goods from US Customs control.
- Unless subject to a specific statute or international convention, all claims against the Company for a potential or actual loss, must be made in writing and received by the Company, within ninety (90) days of the event giving rise to claim; the failure to give the Company timely notice shall be a complete defense to any suit or action commenced by Client.
- All suits against Company must be filed and properly served on Company as follows:
- For claims arising out of ocean transportation, within one (1) year from the date of the loss;
- For claims arising out of air transportation, within two (2) years from the date of the loss;
- For claims arising out of the preparation and/or submission of an import entry(s), within seventy five (75) days from the date of liquidation of the entry(s);
- For any and all other claims of any other type, within two (2) years from the date of the loss or damage.
Unless services are performed by persons or firms engaged pursuant to express written instructions from the Client, Company shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of the shipment; advice by the Company that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that the Company warrants or represents that such person or firm will render such services nor does Company assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a third party or the agent of a third party; all claims in connection with the Act of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, the Company shall reasonably cooperate with the Client, which shall be liable for any charges or costs incurred by the Company.
Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company to the Client are for informational purposes only and are subject to change without notice; no quotation shall be binding upon the Company unless the Company in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between the Company and the Client.
- Client acknowledges that it is required to review all documents and declarations prepared and/or filed with the Customs Service, other Government Agency and/or third parties, and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration filed on Clients behalf;
- In preparing and submitting customs entries, export declarations, applications, documentation and/or export data to the United States and/or a third party, the Company relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Client; Client shall use reasonable care to insure the correctness of all such information and shall indemnify and hold the Company harmless from any and all claims asserted and/or liability or losses suffered by reason of the Client's failure to disclose information or any incorrect or false statement by the Client upon which the Company reasonably relied. The Client agrees that the Client has an affirmative non-delegable duty to disclose any and all information required to import, export or enter the goods.
- Customer represents and warrants to Company that it will comply with all laws and regulations applicable to the Customer and/or any shipment or transaction hereunder, including without limitation, Presidential Executive Order 13224, the USA Patriot Act, the Bank Secrecy Act and the Money Laundering Control Act.
- Without limiting the generality of Paragraph 7(a), after diligent inquiry the Customer represents and warrants to Company that neither Customer, nor any of its officers, directors, or controlling owners, is:
- is, or is designated as, a person, group, entity, or nation named by any Executive Order, the United States Department of Justice, or the United States Treasury Department as a terrorist, “Specifically Designated National or Blocked Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control or any other legal or governmental authority of competent jurisdiction (in each case, a “SDN”);
- acting, directly or indirectly, for or on behalf of any SDN; or
- engaged in any transaction or shipment, directly or indirectly, on behalf of, or is instigating or facilitating any transaction or shipment, directly or indirectly, on behalf of, any SDN.
- In the event of any change resulting in the Customer being non-compliant with any of the above representations and warranties, Customer shall immediately notify the Company of such fact and the Company may, at its sole option, immediately terminate the services.
Third parties to whom the goods are entrusted may limit liability for loss or damage; the Company will request excess valuation coverage only upon specific written instructions from the Client, which must agree to pay any charges therefore; in the absence of written instructions or the refusal of the third party to agree to a higher declared value, at Company's discretion, the goods may be tendered to the third party, subject to the terms of the third party's limitations of liability and/or terms and conditions of service.
Unless requested to do so in writing and confirmed to Client in writing, Company is under no obligation to procure insurance on Client's behalf; in all cases, Client shall pay all premiums and costs in connection with procuring requested insurance.
- Except as specifically set forth herein, Company makes no express or implied warranties in connection with its services;
- Subject to (c) below, Client agrees that in connection with any and all services performed by the Company, the Company shall only be liable for its negligent acts, which are the direct and proximate cause of any injury to Client, including loss or damage to Client's goods, and the Company shall in no event be liable for the acts of third parties;
- In connection with all services performed by the Company, Client may obtain additional liability coverage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and agreeing to make payment therefore, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s).
- In the absence of additional coverage under (b) above, the Company's liability shall be limited to the following:
- where the claim arises from activities other than those relating to customs brokerage, $50.00 per shipment or transaction, or
- where the claim arises from activities relating to "Customs business," $50.00 per entry or the amount of brokerage fees paid to Company for the entry, whichever is less;
- In no event shall Company be liable or responsible for consequential, indirect, incidental, statutory or punitive damages even if it has been put on notice of the possibility of such damages.
The Client agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability arising from the importation or exportation of Clients merchandise and/or any conduct of the Client, which violates any Federal, State and/or other laws, and further agrees to indemnify and hold the Company harmless against any and all liability, loss, damages, costs, claims and/or expenses, including but not limited to reasonable attorney's fees, which the Company may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against the Company, it shall give notice in writing to the Client by mail at its address on file with the Company.
Company shall use reasonable care regarding written instructions relating to "Cash/Collect" on "Deliver (C.O.D.)" shipments, bank drafts, cashiers and/or certified checks, letter(s) of credit and other similar payment documents and/or instructions regarding collection of monies but shall have not liability if the bank or consignee refuses to pay for the shipment.
In any dispute involving monies owed to Company, the Company shall be entitled to all costs of collection, including reasonable attorney's fees and interest at 15% per annum or the highest rate allowed by law, whichever is less, unless a lower amount is agreed to by Company.
- Company shall have a general and continuing lien on any and all property of Client coming into Company's actual or constructive possession or control for monies owed to Company with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or both;
- Company shall provide written notice to Client of its intent to exercise such lien, the exact amount of monies due and owing, as well as any on-going storage or other charges; Client shall notify all parties having an interest in its shipment(s) of Company's rights and/or the exercise of such lien.
- Unless, within thirty days of receiving notice of lien, Client posts cash or letter of credit at sight, or, if the amount due is in dispute, an acceptable bond equal to 110% of the value of the total amount due, in favor of Company, guaranteeing payment of the monies owed, plus all storage charges accrued or to be accrued, Company shall have the right to sell such shipment(s) at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to Client.
Pursuant to section 111.24 of the Customs Regulations, information relating to the business of the Customer serviced by the Company is to be considered “confidential” unless waived by the Customer. In order to permit the facilitation of non-customs business at the offices of Cole International Inc. and/or its affiliates, to the extent required, the Customer expressly waives confidential treatment of these records under this Agreement. The information contained in these records will not be disclosed to parties other than Cole International Inc. and/or its affiliates, except where required by regulation or where requested in writing by the Customer.
Client acknowledges that pursuant to Sections 508 and 509 of the Tariff Act, as amended, (19 USC §1508 and 1509) it has the duty and is solely liable for maintaining all records required under the Customs and/or other Laws and Regulations of the United States; unless otherwise agreed to in writing, the Company shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but not act as a "record keeper" or "recordkeeping agent" for Client.
Unless requested by Client in writing and agreed to by Company in writing, Company shall be under no obligation to undertake any pre- or post Customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc.
Where Company prepares and/or issues a bill of lading, Company shall be under no obligation to specify thereon the number of pieces, packages and/or cartons, etc.; unless specifically requested to do so in writing by Client or its agent and Client agrees to pay for same, Company shall rely upon and use the cargo weight supplied by Client.
These terms and conditions of service may only be modified, altered or amended in writing signed by both Client and Company; any attempt to unilaterally modify, alter or amend same shall be null and void.
Client acknowledges thatthe Company and any of its affiliates, subsidiaries, divisions and related companies, may have access to confidential materials or data relating to the Client’s business, when required in providing services to the Client. Except with actual or implied consent, or as permitted or required by law, the Company, including its affiliates, subsidiaries, divisions and related businesses, will not sell or distribute your personal information outside the Company.
The compensation of the Company for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by the Company to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by the Company from carriers, insurers and others in connection with the shipment. On ocean exports, upon request, the Company shall provide a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges. In any referral for collection or action against the Client for monies due the Company, upon recovery by the Company, the Client shall pay the expenses of collection and/or litigation, including a reasonable attorney fee.
Company shall not be liable for losses, damages, delays, wrongful or missed deliveries or nonperformance, in whole or in part, of its responsibilities under the Agreement, resulting from circumstances beyond the control of either Company or its sub- contractors, including but not limited to: (i) acts of God, including flood, earthquake, storm, hurricane, power failure or other natural disaster; (ii) war, hijacking, robbery, theft or terrorist activities; (iii) incidents or deteriorations to means of transportation, (iv) embargoes, (v) civil commotions or riots, (vi) defects, nature or inherent vice of the goods; (vii) acts, breaches of contract or omissions by Customer, Shipper, Consignee or anyone else who may have an interest in the shipment, (viii) acts by any government or any agency or subdivision thereof, including denial or cancellation of any import/export or other necessary license; or (ix) strikes, lockouts or other labor conflicts.
In the event any Paragraph(s) and/or portion(s) hereof are found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in full force and effect.
These terms and conditions of service and the relationship of the parties shall be construed according to the laws of the State of Nevadawithout giving consideration to principals of conflict of law.
Client and Company:
- irrevocably consent to the jurisdiction of the United States District Court and the State courts of Nevada;
- agree that any action relating to the services performed by Company, shall only be brought in said courts;
- consent to the exercise of in personae jurisdiction by said courts over it, and
- further agree that any action to enforce a judgment may be instituted in any jurisdiction.
All transactions which Cole International Inc. has with the Client will be governed by these Trading Conditions.
- “Agreement” means the “General Agency Agreement and Power of Attorney” between the parties on the reverse side of these trading Conditions together with these Trading Conditions both as may be amended from time to time as provided herein.
- “Canada Customs” means the Canada Border Services Agency and any other Department of the Government of Canada or any Province thereof from time to time having jurisdiction over imports and exports of goods into and
out of Canada, including but not restricted to, the federal Departments of External Affairs, Regional and Industrial
Expansion and Agriculture.
- “Client” means the party named as the client in the Agreement.
- “Consulting Services” has the meaning set out in paragraph 3 below.
- “Customs” means the activities under the Customs Act of Canada relating to the accounting for and payment of duties in respect of imported goods released under that Act.
- “Custom Broker” means Cole International Inc. and includes any sub-agent appointed by Cole International Inc. from time to time to provide services under this Agreement.
- “Custom Brokerage Services” has the meaning set out in paragraph 3 below.
- “Customs Duties” means any duties or taxes levied on imported goods under the federal Customs Act, Customs Tariff Act, Excise Act, Excise Tax Act, Special Import Measures Act or any other law relating to Customs excluding
any penalties, Interest of fines imposed under any of the aforesaid acts or any other laws relating to Customs.
- “Disbursements” means Custom Duties, freight charges and any other payments, including payments for goods on C.O.D. shipments, made by the Customs Broker on behalf of the client.
- “Services” means Customs Brokerage Services and Consulting Services.
- “Fees” means the fees and charges set out from time to time in the fee schedule described in paragraph 4.
The Client covenants and agrees to execute any and all requisite Canada Customs forms of powers of attorney as
may be required from time to time to appoint and maintain the appointment of the Custom Broker as the Client’s
The Customs Broker will provide the following Services to the Client when requested by the Client and accepted by
the Customs Broker:
- Customs Brokerage Services which includes:
- preparation of or assistance to the Client in preparation of documents required by Canada Customs with respect to the importation of goods into Canada by the Client;
- presentation of documents whether by physical delivery of electronic transmission on behalf of the Client to Canada Customs at Canada Customs offices required to clear the Client’s goods through Canada Customs, including documentation as may be required at a frontier point for in-bond transportation within Canada to the ultimate Canada Customs office of entry in Canada;
- enter and clear through Canada Customs the goods imported by the Client and to effect payment of requisite Customs Duties by or on behalf of the Client and to obtain release of such goods from Canada Customs;
- advise the Client of the status of shipment of goods;
- make arrangements for delivery of the goods in accordance with the Client’s instructions.
- preparation or assistance to the Client in preparation of documentation with respect to the export of goods from Canada and the instructions for presentation of such documentation to Canada Customs at the time and office of export; and
- any other matters necessary and incidental to the provision of the foregoing services.
- Consulting Services which includes:
- Information and advice concerning compliance with the relevant laws and regulations pertaining to the Import into and the export from Canada of the Client’s goods:
- advice on tariff classification and value for duty of the Client’s goods so as to minimize duties payable in accordance with applicable laws and regulations;
- (advice on federal excise duties, excise tax and goods and services tax implications or any duties or taxes of a like kind arising from any amended, replacement or new legislation and payment requirements concerning Client’s imported goods:
- advice concerning Customs Duties refunds, drawbacks and remissions, as well as appeals of tariff classification or value for duty decisions of Canada Customs officers;
- filing and processing Customs Duties refunds, drawbacks and remission claims as well as appeals of decisions of Canada Customs officials concerning tariff classification or value for duty;
- advice and assistance on matters pertaining to seizure, detention and forfeiture of goods; and
- advice and assistance on all other matters necessary and incidental to the foregoing services.
- The fees for Services shall be in accordance with the fee schedule agreed upon between the Client and the Customs Broker as may be amended from time to time.
- The Client shall pay to the Customs Broker the Fees for the Services rendered by the Customs Broker to the Client pursuant to this Agreement
- Disbursements incurred by the Customs Broker on behalf of the Client shall be reimbursed to the Customs Broker by the Client as provided herein
- The Customs Broker shall issue Invoices to the Client for all Fees and Disbursements pertaining to Services rendered to and on behalf of the Client.
- All such Invoices shall be payable within 21 days of receipt by the Client.
- Interest on late payments shall be paid at the rate of 1% per month.
- In the event of default of any payment required hereunder, the Customs Broker, in addition to any other legal rights and remedies of the Customs Broker, shall be subrogated to the rights of Canada Customs and Her Majesty the Queen for the recovery of any Customs Duties outstanding. If the Client is in default of payment of any monies under this Agreement, the Customs Broker will be entitled to retain possession of Client’s goods until payment in full has been received. If such payment is not received within 21 days of notice of default then Customs Broker will be entitled to cause the goods to be sold at public auction. The Customs Broker will be entitled to retain the proceeds of any such sale to set off any amounts due hereunder together with all reasonable costs associated with the storage, transportation and auction of such goods. The balance of proceeds, if any, will be paid to the Client within a reasonable time after receipt of such proceeds by the Customs Broker.
6. Annex A: Customs Broker Services
The Customs Broker will provide to the Client import and export services, and ancillary services related thereto, when requested by the Client and accepted by the Customs Broker. These may include, as selected by the Client:
- assisting the Client in the preparation of information required by CGAD with respect to trade-related matters including, without limitation, the importation of goods into Canada by the Client or the exportation of goods from Canada by the Client;
- presenting information, by any acceptable means, on behalf of the Client to CGAD required to report, release and/or account for the Client's goods including information as may be required for in-bond transportation within Canada;
- arranging for, managing, making and/or paying any requisite Government Charges and/or Disbursements by or on behalf of the Client and obtaining release of goods from CGAD;
- making arrangements for delivery of the goods;
- assisting the Client in preparing and presenting information required by domestic and foreign jurisdictions including, without limitation, CGAD and other applicable government authorities with respect to trade-related matters and/or goods imported into or exported from Canada by the Client;
- providing information and advice concerning the relevant laws and regulations pertaining to trade-related matters and/or the import into Canada and the export from Canada of the Client's goods;
- providing advice on tariff classification, value for duty, origin and any other relevant federal or provincial customs requirements;
- providing advice on federal and provincial tax implications, payment options and any other tax requirements concerning the Client's imported goods;
- providing advice concerning Government Charges refunds, drawbacks, and remissions, as well as appeals of tariff classification or value for duty decisions of CGAD;
- preparing and filing Customs Duties refunds, appeals, drawbacks and remission applications;
- providing consulting, advice, information and assistance to the Client on matters pertaining to the seizure, detention, and forfeiture of goods; and
- providing consulting, advice, information and assistance on all other matters necessary and incidental to the foregoing Services;
in each case, all the foregoing at and subject to the instructions of and on behalf of the Client.
- Upon request by the Customs Broker, the Client shall provide to the Customs Broker, prior to the release of a shipment of the Client’s goods at a Canada Customs office of entry, sufficient funds to enable the Customs Broker to pay on behalf of the Client all Disbursements that are estimated by the Customs Broker to be payable on such shipment.
- All funds advanced to the Customs Broker shall be held by the Customs Broker and applied only to goods imported by the Client.
- If at any time, the Customs Broker or Canada Customs determines that additional funds are reasonably required with respect to air; shipment, the Client shall forthwith advance to the Customs Broker upon demand such additional funds.
- If, after payment of Disbursements by the Customs Broker concerning a shipment, any balance of funds remains outstanding to the credit of the Client, the Customs Broker shall within a reasonable time return such funds to the Client, subject to the instructions of the Client to retain the remaining credit balance for subsequent Disbursements or to pay Fees and Disbursements for the account of the Client or to pay the Fees and Disbursements of the Customs Broker payable by the Client to the Customs Broker after issuance of an
invoice therefore by the Customs Broker to the Client.
- If the Client fails to advance funds to the Customs Broker upon request by the Customs Broker as aforesaid, the Customs Broker shall have no obligation with respect to rendering Services concerning the shipment for which advance funds had been requested by the Customs Broker.
- The client shall:
- provide all information necessary for the Customs Broker to provide the Services including all information required to complete Canada Customs documentation and to ensure the Client is in compliance with all Canadian import and export requirements;
- review all documentation promptly and notify the Customs Broker of any inaccuracies, errors or omissions found therein and advise the Customs Broker promptly of any corrections or additions to be made on such documents within the time periods set out in paragraph 9 hereof;
- reimburse the Customs Broker with respect to any of the matters set out in paragraph 7c) hereof; and
- indemnify and save harmless the Customs Broker against any and all actions, claims, suits or demands of any nature whatsoever arising from third party claims pertaining to the Services or the Client’s goods which result from inaccuracies mistakes or omissions in the information and documentation provided to the Customs Broker by or on behalf of the Client and relied upon by the Customs Broker.
- The Client warrants that it is the importer, exporter or owner of the goods for which it has retained the Customs Broker; that it has full power and authority to retain appoint as attorney and instruct the Customs Broker; and that all information provided to the Customs Broker shall be complete, true and accurate and the Client acknowledges that the Customs Broker shall be relying on such information to provide the Services.
- Without limiting any statutory liability of the Customs Broker, as between the Customs Broker andthe Client, the Client shall be solely liable for:
- any and all Disbursements made by the Customs Broker on behalf of the Client;
- any Customs Duties, fines, penalties or interest imposed by Canada Customs with respect to the Client’s goods; and
- any loss or damage incurred or sustained by the Customs Broker in relation to the provision of Services to the Client herein due to Client’s negligence or willful misconduct.
- The Customs Broker shall at all times provide the service in a timely and professional manner in accordance with; the generally accepted standards in Canada of the customs brokerage industry and in compliance with all applicable laws and regulations of Canada and any Province thereof.
- All information and documentation pertaining to the Client shall be kept confidential by the Customs Broker and shall only be released to Canada Customs as required by law, subject to instructions from the Client to the Customs Broker to release the information and documentation to third parties.
- The Customs Broker shall provide to the Client, in respect of each transaction made on the Client’s behalf, a copy of the relevant account documents pertaining thereto.
- The Customs Broker shall promptly account to the Client for funds received;
- for the Client from The Receiver General for Canada; and
- from the Client by way of advances provided in paragraph 6 hereof in excess of the Disbursements payable with respect to the Client’s business with Canada Customs.
- Without limiting any statutory liability of the Customs Broker, the Customs Broker shall not be liable to the Client in any manner whatsoever for any failure by the Customs Broker to provide the Services herein and in particular, but without restricting the generality of the foregoing, shall not be liable in the event such failure to provide the Services arises as a result of the operation of the laws of any competent jurisdiction of Canada or by reason of the closure of Canada Customs offices or change in Canada Customs policies,
and in no event shall the Customs Broker be liable for an indirect or consequential losses or loss of profits by the Client whether or not the Customs Broker is aware of such possible loss as a result of these changes.
Any errors or omissions on the Canada Customs documents must be reported in writing to the Customs Broker by
the Client as soon as possible but in any event within 45 days of release of the goods from; Canada Customs.
In the event this Agreement is terminated and there are any outstanding matters pertaining to the Client for which
the Customs Broker has been engaged by the Client and for which the Customs Broker remains responsible, this
Agreement shall continue tin force with respect to such matters until such matters are concluded or payment has
been made by the Client to the Customs Broker of such funds as may be required to satisfy all outstanding
payment liabilities of the Customs Broker to Canada Customs and all Fees and Disbursements and any other
payments that may be due hereunder
The Agreement and these Trading Conditions shall be governed by the laws of the Province within Canada in
which the Customs Broker has its principal place of business and the Client hereby irrevocable attorns to the
Courts of that Province. This Agreement and these Trading Conditions shall enure to the benefit of and be binding
upon the parties and their respective executors, administrators, successors and assigns.
Each of the clauses of the Agreement and these Trading Conditions is and shall be deemed to be separate and
severable and if any provision or part of any provision of the Agreement and these Trading Conditions is held for
any reason to be unenforceable, the remainder of the Agreement and these Trading Conditions shall remain in full
force and effect.
Time shall be strictly of the essence of this Agreement.
This Agreement constitutes the entire agreement between the Customs Broker and the Client with respect to the
subject matter hereof.
The waiver of acquiescence by either party of any breach of this Agreement shall not constitute a waiver of any
subsequent or other breach of this Agreement.
The parties hereto acknowledge that they have requested and are satisfied that the present Agreement be drawn
up in English. Les parties reconnaissent qu’elles ont exige que cette convention soit redigee en anglais et s’en
General terms and conditions are not available on our website for the services provided by our Consulting Division. If you are an existing client, please refer to the terms and conditions noted in the service agreement tailored to your specific service or project. If you are not an existing client and would like an understanding of the terms and conditions relevant to Cole International Consulting services, please contact us to discuss your requirements and request a proposal.
Our International Freight Forwarding services are delivered in accordance with the Standard Trading Conditions set by the Canadian International Freight Forwarding Association (CIFFA). To view these terms, please click here to visit CIFFA’s website.
All business conducted by Cole International USA Inc. (COLE) is accepted and handled subject to these Standard Trading Conditions.
In these conditions "Client" means the person at whose request or on whose behalf COLE undertakes any business or provides any service.
These conditions shall be read subject to any compulsorily applicable legislation. These conditions shall not be deemed to be a surrender by COLE of any of its rights or immunities under such legislation. If any part of these conditions are repugnant to such legislation such part shall be severable. Where COLE issues a house bill of lading, the terms of that house bill of lading apply to the carriage of the goods. The house bill of lading terms issued by COLE shall have precedence to these conditions in the case of any conflict.
Quotations are given by COLE on the basis of immediate acceptance and are subject to withdrawal or revision. COLE may revise quotations after acceptance in the event of changes outside its control.
Unless otherwise stated COLE is acting as agent on behalf of the Client. Where COLE is acting as a principle and issues a house bill of lading the terms and conditions embodied in such document shall be paramount in governing the relationship between COLE and the Client.
COLE shall perform its duties with a reasonable degree of care, diligence, skill and judgment within a reasonable time. Except under special arrangements, which shall be in writing and must be agreed to beforehand by COLE, COLE accepts no responsibility for delay or for departure or arrival dates.
COLE shall be permitted to depart from the Client’s instructions where reasonably required. COLE shall be entitled to reroute goods where reasonably required.
- The Client expressly authorizes COLE to enter into contracts on behalf of the Client for the carriage, storage, packing, handling or customs clearance of the goods by any person, or at any place, and for any length of time.
- The Client warrants that the description and particulars of goods furnished to COLE are accurate and complete.
- The Client undertakes to advise and warn COLE if the goods are liable to taint or affect other goods.
- The Client warrants that the goods have been properly and sufficiently packed, labeled, prepared, and marked for the intended mode, method, route and time of transportation.
- The Client warrants that the goods are not dangerous or hazardous as defined in any legislation.
- The Client warrants that where it supplies the vehicle or container for transportation of the goods such conveyance unit shall be transportation worthy, suitable for the carriage and has been properly and competently loaded.
- The Client warrants that the goods are not bullion, coin, precious stones, jewelry, valuables, antiques, pictures, human remains, livestock, bank notes, bonds, negotiable instruments, securities or plants. Such goods shall only be offered to COLE for transportation under special written arrangement.
The Client agrees to indemnify and hold harmless COLE for:
- All duties, taxes, payments, fines, expenses suffered or incurred by COLE in the performance of its obligations;
- All losses, damages (including physical damage) and liabilities in excess of the liability of COLE in accordance with these conditions suffered by COLE in the performance of its obligations;
- All freight, duties, charges or other expenses whether payable by the shipper or consignee or other person;
- All claims of a general average or salvage nature and security for same; and
- All loss, damage or delay caused by the failure to disclose that the goods are dangerous, hazardous or of a damaging nature. The goods may be warehoused at the client's risk and expense.
Any claim by the Client against COLE shall be made in writing as soon as events which may give rise to a claim are known to the Client and in any event the lesser of:
- no later than the applicable legislation to the mode of carriage involved;
- within 7 days of the loss and/or damage to the goods or the date when the goods should have been delivered or from the date when the event giving rise to a claim arose.
Such notice shall set out particulars of the origin, destination, date of shipment and nature of the goods and the estimated amount claimed. If such notice in writing is not given the claim shall be absolutely barred.
COLE shall be absolutely discharged of all liability whatsoever howsoever arising in respect of any service provided or undertaken to be provided to the Client by COLE unless the notice provision of these conditions has been complied with and suit be brought against COLE within nine months from the date of any event or occurrence alleged to give rise to a cause of action against COLE. If applicable mandatory legislation provides for a longer period, this clause is modified to reflect such mandatory legislation.
COLE is not an insurer of the goods or services. COLE shall not, except under special arrangement, effect insurance for the goods or services provided. Where the Client requests COLE to obtain insurance, COLE will do so as agent for the Client. Such a request for insurance must be in writing. Even where insurance is obtained these standard terms and conditions shall apply to the relationship between COLE and the Client.
COLE shall be liable for loss of or damage to the goods occurring between the time when COLE physically takes the goods into its charge and the time COLE physically delivers the goods to the Client, or physically delivers the goods to other parties including actual carriers. COLE shall not be liable for loss of or damage to the goods occurring while the goods are in the care custody and control of others, including sub-contractors, actual carriers or actual bailees. In no event shall COLE or the carrier be liable for any loss or damage if such loss or damage was caused by an act of God, the Queen's or public enemies, riots, strikes lockouts or restraint of labor, a defect in the goods, inherent vice of the goods, insufficient or defective or improper packaging or labeling or marking of the goods, an act or default of the consignor, owner or consignee, authority of law, quarantine or difference in weights of grain, seed or other commodities caused by natural shrinkage. No claim shall be made on any grounds whatsoever against any employee, officer or director of COLE.
The liability of COLE shall be the lesser of:
- $0.50 per pound multiplied by the number of pound or fraction thereof, of each piece(s) of shipment which may have been lost, damaged or destroyed (but not less than $50.00 per shipment);
- the declared value for carriage;
- the actual value of such piece(s) at the place of origin including the freight and other charges if paid;
- 2 SDR (SDR=Special Drawing Right) units per kilo of gross weight of the goods lost or damaged;
- the limitation of liability of the actual carrier in whose possession the goods were lost or damaged; and
- the minimum liability as set out in the laws of the United States of America that are found to be of compulsory application to the contract of carriage.
In no event (including but not limited to fundamental breach of contract, breach of fundamental term of a contract and the negligence or gross negligence of COLE whether arising from mis-delivery, failure to deliver or delay in delivery) shall COLE be liable, whether at the suit of the party or parties contracting directly with COLE, or at the suit of any third party and whether in contract or in tort, for indirect or consequential damages, aggravated damages, punitive damages or for damages for the loss of use or for the loss of earnings or profits.
Where the Client, or the consignee does not take delivery of the goods at the time and place of delivery contracted for, COLE shall be entitled to store the goods in a public or licensed warehouse at the expense of the Client or consignee, without liability on the part of COLE and subject to a lien for all freight and other lawful charges, including a reasonable charge for storage. On 21 days notice (or such mandatory period as provided by applicable legislation) in writing to the Client or the consignee COLE shall be entitled to dispose of the goods (by sale or otherwise as may be reasonable).
The Client, the consignor, and the consignee are jointly and severally liable for freight. The Client shall pay to COLE in cash or as otherwise agreed all sums immediately when due without reduction or deferment on account of any claim, counterclaim or set off.
Despite the acceptance by the carrier or COLE of instructions to collect freight, duties, charges or other expenses from the consignee or any other person the Client 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.
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 Client or the sender, consignee or owner to the actual carrier or COLE. If any monies due the carrier or COLE are not paid within one calendar month after notice has been given to the person from whom the monies are due and such goods are being detained, they may be sold by auction or otherwise at the sole discretion of the carrier or COLE and at the expense of such person, and the net proceeds applied in or towards satisfaction of such indebtedness and the carrier or COLE will not be liable for any deficiencies or reduction in value received on the sale of the goods nor, will the such be relieved from the liability for payment merely because the goods have been sold.
COLE is entitled to rely on the terms and conditions, including at law or by contract, imposed on or by any carrier which define and limit the obligations and liabilities of the forwarder where such terms are more favourable to COLE than the terms and conditions specified herein and in so far as those terms are not inconsistent nor contravene any law of the United States of America compulsorily applicable to the carriage or storage of the goods. The carrier terms and conditions are available for inspection from COLE at its offices or upon written request and are deemed to be part of this contract.
If the services provided to the Client by COLE are performed in whole or in part in the United States of America, these Conditions shall be governed by the laws of the United States. By accepting the services provided under these conditions, the Client irrevocably attorns to United States District Court for the Southern District of Texas.
Canadian Standard Contract Terms and Conditions for Merchandise Warehousemen
In these Terms and Conditions, the word "warehouseman" means the issuer of this non-negotiable receipt, his
employees, servants, successors and assigns, and the words "owner," "storer" or "depositor" means the party for whose account the goods are stored.
Subject always to legislation in force governing warehouse receipts in the province where the goods covered by this Receipt are stored, this Receipt including the Terms and Conditions hereinafter set out, when delivered or mailed to the owner or depositor of the goods at his address last known to the warehouseman, shall constitute the contract between the owner or depositor and the warehouseman; provided that the owner or depositor may within twenty days after such delivery or mailing, notify the warehouseman in writing that he does not accept the contract and forewith thereafter shall pay the warehouseman'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 60 days written notice and is cancelled if no storage or other services are performed under this contract for a period of 180 days.
Failing such notification, the warehouseman's compensation is based on the greater of:
- the storers obligatory 60 day responsibility; or
- the extended average of the previous 120 day storage period for 60 days; plus
- reimbursement of all penalties, fines and encumbrances incurred by the warehouseman resultant of early termination with or without notification.
All goods for storage shall be delivered at the warehouse properly marked and packaged for handling. Thestorer shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept andaccounted for separately, and the class of storage and other services desired.
All advances and charges are due and payable prior to delivery or transfer of the stored goods. The warehouseman shall have a lien upon, right of retention and security interest in all goods of storer at any time heretofore and hereafter deposited by storer in any warehouse owned or operated by the warehouseman.
Such lien, right of retention and security interest shall be for all charges, advances and expenses in relation to such goods of storer, whether or not heretofore released from the warehouse. In the event of nonpayment of any such amounts, the warehouseman has the right, after reasonable notice, to sell or otherwise dispose of the goods in any manner he may reasonably think fit to satisfy his lien.
Any charge made with respect to the goods covered by this receipt shall conform to the warehouseman's
quotation and/or tariff in effect at the time the service is provided.
- A minimum handling charge per lot and a minimum storage charge per lot per month will be made. When a warehouse receipt covers more than one lot or when a lot is in assortment, a minimum charge per mark, brand, or variety will be made.
- A minimum monthly charge to one account for storage and/or handling will be made. This charge will apply also to each account when one customer has several accounts, each requiring separate records and billing.
The storer may, subject to the warehouseman's security and insurance regulations and other reasonable limitations, have access to the goods at any reasonable time, provided the storer or his authorized representative is accompanied by an employee of the warehouseman, whose time shall be an additional charge to the storer.
No explosive or other dangerous article that may, in the opinion of the warehouseman, create a condition hazardous to any personnel or goods in the warehouse shall be delivered to the warehouse and any such article may, upon being discovered, be destroyed, dumped, sold or otherwise disposed of as the warehouseman reasonably sees fit, the whole at the risk and expense of the owner and/or depositor. The warehouseman shall have the right to require the removal from its premises of any other goods of any kind or description, at any time, without stated reasons, upon written notice of not less than thirty (30) days from the end of the current storage month.
- The responsibility of the warehouseman is the reasonable care and diligence required by the laws of the province where the goods are stored.
- The quality, condition, contents and value of goods stored are not known to the warehouseman except as declared by the storer and described on the face of the Receipt.
- Goods covered by this Receipt are not insured by the warehouseman.
- Without limiting the generality of the foregoing, it is specifically declared that:
- 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, 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 elapse of the time, changes in temperature, contact with or odours from other goods, 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 company 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 causer.
- The legal liability of the warehouseman 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 warehouseman's charges are calculated for other than actual storage, maximum $50.00 per unit) unless the owner, specifically request a higher limit in writing and declares an excess value, in which case the warehouseman may, at his option, accept liability and assess an additional charge to the monthly storage or other applicable rate.
- Where loss or injury occurs to stored goods, for which the warehouseman is not liable, the storer shall be responsible for the cost of removing and disposing of such goods and the cost of any environmental cleanup and site redemption resulting from the loss or injury to the goods.
- The warehouseman shall not, in any event, be liable for any claim of any type whatsoever with respect to the stored goods unless such claim is presented in writing within a reasonable time, not exceeding 30 days after the storer learns of, or, in the exercise of reasonable care, should have learned of the loss, damage or destruction of said goods.
- All incoming shipments should be consigned to the storer, c/o the warehouseman, freight prepaid. The warehouseman reserves the right to refuse acceptance of any goods 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 goods.
- If a checker is not furnished by the storer or transportation company, the warehouseman's load or unload count shall be conclusively deemed to be correct.
- It is the storer's responsibility to provide the warehouseman in advance with the detailed, written information and instructions on any of its products that may be considered hazardous, whether or not they are regulated under the Transportation of Dangerous Goods Act or other applicable legislation, and the storer assumes all liability for costs incurred and/or damages resulting from his failure to do so.
- The warehouseman 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.
- When errors in shipment occur, any liability of the warehouseman shall be strictly limited to the transportation costs involved to rectify any such error, and shall not, under any circumstances, include liability for damages due to the acceptance or use of said goods.
- The warehouseman shall not be responsible for delays in loading not unloading railway cars, trailers or other containers, nor for demurrage charges or other time penalties arising from any delay, which cannot reasonably be avoided by the company in the normal course of its business.
- A charge, in addition to regular rates, will be made for merchandise in bond pursuant to the Customs and Sufferance regulations of the Government of Canada.
- Warehouseman shall not be liable for loss of goods due to inventory shortage or unexplained or mysterious disappearance of goods unless storer establishes such loss occurred because of warehouseman's failure to exercise the care required of warehouseman under Section 9 above.
- Storer represents and warrants that depositor is lawfully possessed of the goods and has the right and authority to store them with the warehouseman. Storer agrees to indemnify and hold harmless the warehouseman from all loss, cost and expense (including reasonable attorneys' fees) which warehouseman pays or incurs as a result of any dispute or litigation, whether instituted by warehouseman or others, respecting storer's right, title or interest in the goods. Such amounts shall be charges in relation to the goods and subject to warehouseman's lien.
- Warehouseman shall not be liable for any loss or profit or special, indirect, or consequential changes of any kind.
- 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. Warehouseman's failure to require strict compliance with any provisions of the receipt shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provisions of this warehouse receipt. The provisions of this warehouse receipt shall be binding upon the storer's heirs, executors, and, cannot be modified except by a writing signed by warehouseman.
The information or services provided by Cole International Inc. and/or Cole International USA Inc. are based solely on the information provided by your firm, your vendors, agents, affiliates or carriers at the time the service or information is provided. Should additional information become available, the information we provided may be subject to change.
The information provided by Cole International Inc. and/or Cole International USA Inc. does not take the place of Canadian, USA or Foreign customs regulations or laws, but should be used and read in conjunction with such regulations. Canadian, USA and Foreign customs laws and regulations change frequently. The information provided through the provision of our services is based on the Customs laws and regulations of the country involved and in effect at the time the service or information is provided.
In rendering advice or opinions, Cole International Inc. and Cole International USA Inc. have considered the applicable provisions of the Customs Act, Customs Tariff, Title19CFR or other statutes and the respecting regulations, restrictions, judicial or administrative interpretations that may affect your firm. However, the information contained provided through our services does not take into account or anticipate any changes in law or practice by way of judicial, governmental or legislative action, new restrictions or new interpretations that may be received following the date the information is provided.
Cole International Inc.’s and/or Cole International USA Inc.’s findings and conclusions are limited by the completeness and accuracy of the information provided by your firm, your vendors, agents, affiliates or carriers to Cole International Inc. and/or Cole International USA Inc., during the provision of our services. Cole International Inc. and Cole International USA Inc. do not accept responsibility for any loss or damages, if any, suffered by any party as a result of new or missing information that could have affected decisions made, actions taken or the final results based on the information or services Cole International Inc. and/or Cole International USA Inc. have provided.