TERMS AND CONDITIONS BETWEEN CEDRIC MILLAR INTEGRATED SOLUTIONS INC. AND MOTOR CARRIERS
These terms and conditions (“T&Cs”) between Cedric Millar Integrated Solutions Inc. (“Cedric Millar”)and motor carriers or freight forwarder (“Carrier”)applies to all shipments of goods (“Goods”) for which Cedric Millar (or a third party on behalf of Cedric Millar) engages the services of a Carrier in Canada.
Carrier, by agreeing to perform transportation or related services (“Services”), is bound by these T&Cs and waives, pursuant to any all rights and remedies that it may have according to law, that are contrary to specific provisions of these T&Cs.
1. Cedric Millar as Broker
Carrier acknowledges that Cedric Millar is a transportation broker located in Ontario and is duly registered as a broker with the Federal Motor Carrier Safety Administration (“FMCSA”) under number MC1046653. Cedric Millar is not a motor carrier or a freight forwarder, and is responsible only for arranging transportation and related services of Goods, not for actually performing the transportation or related services.
Carrier performs motor carrier transportation services and is duly registered with at least one of the Canadian provincial transport authorities and/or licensed by the FMCSA to provide transportation and related services.
3. Safety Rating
By agreeing to perform Services, Carrier warrants that it does not have an “Unsatisfactory” safety rating as determined by any Canadian provincial transport authority or by the FMCSA.
4.1. Carrier must transport safely, promptly, and efficiently all shipments tendered to it by Cedric Millar;
4.2. Carrier, at its own cost and expense, must provide and maintain motor vehicles and other equipment used in providing its Services, in good, safe, and efficient condition, and in compliance with all laws and regulations governing the maintenance and operation of such motor vehicles and other equipment. Cedric Millar will not be liable to Carrier for any damage sustained by or to Carrier’s motor vehicles and other equipment or for loss by complication or seizure by any public authority;
4.3. Carrier will accept instruction for changes in delivery place or time from Cedric Millar only. If Carrier accepts instructions from parties other than Cedric Millar, including consignee, Carrier does so at its own risk and will forfeit its right to compensation for the shipment;
4.4. All transportation services will be performed in full compliance with federal, provincial, municipal and to the extent applicable, international laws or regulations governing its operations, as well as any legislation and related programs designed to protect transportation activities from terrorist attacks, such as the Custom-Trade Partnership Against Terrorism and the Free and Secure Trade initiative.
5. Carrier Compensation
5.1. Carrier agrees to invoice Cedric Millar within ten (10) days of delivery of a shipment. Each invoice must include an original or legible copy of the signed bill of lading, a signed delivery receipt(s), if different, and any other billing documents reasonably requested by Cedric Millar;
5.2. Provided such documents are received, Cedric Millar agrees to pay Carrier in accordance with individual rate confirmations, if applicable, or otherwise as agreed in writing. Unless other payment terms are agreed to between the parties, Cedric Millar will make payment to Carrier within thirty (30) days of receipt of Carrier’s bill of lading and delivery receipts;
5.3. Cedric Millar shall have the right to set off claims for loss, damage or delay, and claims for overcharge or duplicate payment, against freight or other charges owed to Carrier;
5.4. Cedric Millar is the sole party responsible for payment of Carrier’s charges. Carrier agrees not to seek payment from customers of Cedric Millar requesting Services (“Customers”), shippers, consignees, or any other parties;
5.5. Carrier, for itself, and on behalf of all approved agents and subcontractors, waives its rights to any lien which may exist against Goods or property of Cedric Millar or any Customers, shippers or consignees or any other party. Carrier shall not withhold delivery of Goods due to any dispute with Cedric Millar, a shipper, a consignee or any other party.
6. No Back Solicitation
6.1. Acceptance by Carrier of a load offered by Cedric Millar will constitute Carrier’s recognition that the shipper of the load is a Customer of Cedric Millar;
6.2. For a period of two (2) years after the last shipment is delivered, Carrier agrees not to solicit, arrange for, or accept, directly or indirectly, loads from Customerswith whom or which Carrier first came into contact with or became aware of as a result of any shipments tendered to Carrier by Cedric Millar;
6.3. In the event of a breach of this provision, Cedric Millar will be entitled to a commission of 25% of the gross transportation revenue received by Carrier from Customer.
7. Bills of Lading
Carrier must issue a bill of lading for each shipment and provide Cedric Millar with proof of acceptance and delivery of each shipment. Such bill of lading must indicate the kind, quantity and condition of Goods by Carrier in apparent good order and condition unless such Goods are not readily observable (contents and condition of contents of package unknown) or as may be otherwise noted on the face of the bill of lading. The terms and conditions of any bill of lading or other freight documentation used by Carrier or its subcontractors will not supplement, alter, or modify these T&Cs. If Cedric Millar is erroneously identified as the “carrier” on any bill of lading or other documents at the origin point or in the course of transit, such designation does not in any way, modify or amend the relationship between Cedric Millar and the Carrier under these T&Cs or the role of Cedric Millar as a transport broker.
8. Cargo Loss, Damage and Delay
8.1. Except as otherwise provided in these T&Cs, Carrier is liable for loss, damage or delay in connection with the Goods accepted by Carrier or its agent. Carrier’s duties and responsibilities under these T&Cs shall commence when Carrier takes possession and control of Customers’ Goods or upon execution or such bill of lading or receipt by Carrier, whichever occurs first, and shall end when consignee signs the bill of lading or delivers a receipt and Carrier delivers the Goods;
8.2. Carrier shall be liable for the total, actual value of the shipments tendered by Cedric Millar to Carrier, including the freight and other costs, if so paid. The terms “actual value” means the value of the Goods at the place and time of shipment;
8.3. If Carrier receives a sealed trailer, Carrier must not allow the seal to be removed or compromised without authorization in writing from Cedric Millar or the owner of the Goods. Any failure to comply with this requirement will result in the Goods conclusively being deemed damaged in full;
8.4. All claims for loss, damage, or delay must be concluded within sixty (60) days of receipt. If a claim has not been concluded within sixty (60) days of receipt, Cedric Millar has the right to set-off the claim amount from money due Carrier;
8.5. Carrier shall not sell or attempt to sell any Goods that are the subject of transportation services governed by these T&Cs. In the event branded or labeled Goods are damaged, Customer may determine, at its entire discretion, whether the Goods can be salvaged, and if salvageable, the value of such salvage. Any salvage receipts shall be deducted from the amount of Cedric Millar’s claim against Carrier. If Customer permits its Goods to be salvaged, and Carrier pays the total, actual value of the damaged Goods, Carrier may retain custody of the Goods after removing all identifying marks or labels;
8.6. If Carrier’s failure to deliver a shipment as agreed results in a charge-back against Cedric Millar or Customer, Carrier is liable for the amount of the charge-back;
8.7. Claims based on a concealed loss or damage, which are reported to Carrier within fifteen (15) days of the date of delivery, shall be treated by Carrier as if an exception notation had been made on the delivery receipt at the time of delivery.
9. No Lien
Carrier waives and relinquishes all rights it might otherwise have to impose a lien under federal or provincial law against the Goods and shall not otherwise withhold delivery of any Goods due to any dispute with Cedric Millar, shipper, consignee, or any other party.
10. No Subcontracting
Carrier shall not broker, subcontract, or interline a shipment without the prior written approval of Cedric Millar. If Carrier does so without authority from Cedric Millar, neither Carrier nor the party performing services shall charge Cedric Millar or its customers for such services. In addition, whether or not Carrier has Cedric Millar’s prior written approval to broker, subcontract, or interline, Carrier will remain responsible and liable as if Carrier performed the services itself as a motor carrier.
11.1. Carrier shall indemnify Cedric Millar for any fines, costs, claims, liability or expenses that may incur and arise out of violations by Carrier of any applicable laws and regulations during Carrier’s performance under these T&Cs;
11.2. Carrier shall defend, indemnify, and save Cedric Millar, its affiliated entities, customers, shippers, consignees, directors, officers, employees and agents harmless from and against any and all losses, costs, expenses, claims, demands, liabilities, fines, damages, suits and actions (including all reasonable expenses and attorneys’ fees) arising out of injuries to or the death of any person, or arising out of loss or damage to the business or property of any person, caused by or resulting, whether directly or indirectly, from the receipt, transportation and/or delivery of any shipment by Carrier, or any of its agents, employees or sub-contractors (collectively referred to as the “Claims”), including, without limitation, Claims based on a party’s breach of warranty and Claims for any violation of any law, ordinance or regulation, except for Claims arising out of Cedric Millar’s wrongful act or omission or negligence;
11.3. Carrier will hold harmless and indemnify Cedric Millar for any claim for insurance premium or any claim by an employee of the Carrier for injuries sustained in the ordinary course of business including, but not limited to, drivers, lumpers, helpers, agents or subcontractors of Carrier.
At all times, at its own expense, Carrier will maintain the insurance specified below. All insurance must be primary and required to respond and pay prior to any other available coverage.
12.1. Worker’s compensation insurance which complies with all applicable provincial or state requirements;
12.2. Occurrence based commercial General Liability Insurance including blanket contractual coverage, with combined single limits of $2,000,000 for personal injury, including death, and $500,000 for each occurrence for property damage including: (i) Premises operation; and (ii) Contractual liability for the liability assumed by Carrier pursuant to any indemnification agreements between Cedric Millar and Carrier.
12.3. Occurrence based Truckers Policy or Automobile Liability Insurance with limits of $1,000,000 per occurrence, and Hazardous Materials coverage of not less than $5,000,000 per occurrence if Hazardous Materials are handled; and
12.4. Occurrence based cargo insurance with limits of liability of not less than $250,000 per shipment. Carrier’s cargo insurance policy shall not exclude coverage for fraud, infidelity, unattended vehicle or from a trailer detached from the power unit, dishonesty, or criminal acts of carrier’s employees or agents. If the policies include such exclusions, Carrier must obtain and provide Cedric Millar with proof of a fidelity policy or surety bond providing such coverage to the satisfaction of Cedric Millar.
Except for Worker’s Compensation Insurance, the above policies and certificates must name Cedric Millar as an additional insured. Carrier Shall furnish to Cedric Millar a copy of each such insurance policy and written certificate of insurance. All policies and certificates must require that the insurer provide Cedric Millar at least thirty (30) days notice of any material changes or cancellation.
13. Relationship Between the Parties
The relationship of Carrier to Cedric Millarshall at all times, be that of an independent contractor, except that Cedric Millar will be the agent for Carrier for the collection and payment of charges to Carrier. The Carrier authorizes Cedric Millar to invoice Customers, the shipper or consignee for freight charges on behalf of the Carrier and the Carrier agrees that Cedric Millar is solely responsible for payment of all freight charges to the Carrier.
14. Choice of Law
These T&Cs shall be governed by and interpreted in accordance with laws of the Province of Ontario and the federal laws of Canada applicable within. All disputes arising under these T&Cs must be submitted to the jurisdiction of courts from the judicial district of Mississauga, Province of Ontario or the Federal Court of Canada.