Terms & Conditions

TERMS AND CONDITIONS

These Terms and Conditions (“Rules”) govern all shipments of commodities ("Goods") for which National Cold Chain Inc. or one of its affiliates ("National Cold Chain") arranges transportation or related logistics services for any shipper, consignor, consignee, beneficial owner or any other party requesting or using National Cold Chain’s services (“Customer”). To the extent National Cold Chain and Customer have executed a different agreement pertaining to the provision of Services or shipment of Goods, then that agreement shall govern to the extent it is inconsistent with these Rules.

Broker
Customer acknowledges that National Cold Chain is a transportation broker, not a motor carrier or freight forwarder, and is responsible only for arranging transportation and related services of Goods, and not for actually performing the transportation or related services.

Services
National Cold Chain, acting as a broker, agrees to arrange the transportation with its third-party motor carriers ("Carriers") licensed by the appropriate governmental entity to provide transportation and related services (“Services”) to Customer.

Credit
All Customers are subject to credit approval. The amount of credit, if any, granted to Customer is at the sole and entire discretion of National Cold Chain. Customer allows National Cold Chain to disclose business and financial confidential information to its credit insurers. National Cold Chain reserves the right to withhold Services and to have Carriers hold Goods that are in transit to ensure payment of all invoices.

Payment
Payment for Services is due within thirty (30) calendar days of date of invoice. Customer is permitted ten (10) calendar days from the date of the invoice to dispute any invoiced charges. If National Cold Chain does not receive a written dispute within the allowable ten (10) calendar days, Customer waives any right to dispute the invoices. Payment may be made by check, money order, electronic funds transfer, or, if approved in advance, by credit card. Invoices not paid as agreed are subject to a service charge of 2% per month or the highest lawful rate, if less. Customer will be liable for all related costs and expenses, including attorneys’ fees and in house attorneys’ fees, costs, and collection agency fees related to National Cold Chain’s efforts to collect outstanding invoices.

Carriers
National Cold Chain will enter into relationships with Carriers, either by execution of written contracts or by incorporation of National Cold Chain’s Carrier Terms and Conditions.

Claims
National Cold Chain shall not be liable for any type of claims, including, without limitation, cargo claims, property damage claims, or personal injury claims (collectively referred as ‘Claims’). National Cold Chain has no responsibility, liability or involvement in the payment of Claims.

Subject to the foregoing, National Cold Chain may, in its sole discretion, agree to provide the Customer with administrative assistance in facilitating communication between the Customer and the Carrier in respect of any Claims (“Assistance”) subject to the following terms.

• 1. Assistance provided by National Cold Chain to the Customer,
  • a. shall be at the sole discretion of National Cold Chain;
  • b. shall not be interpreted, directly or indirectly, as an admission of liability by National Cold Chain in respect of any Claims;
  • c. shall be for the purpose of facilitating communication between the Customer and the Carrier only; and
  • d. may be refused or discontinued by National Cold Chain in its sole discretion at any time and for any reason without liability to National Cold Chain.
• 2. Assistance provided by National Cold Chain to the Customer is conditional upon the following:
  • a. Customer account must be in good standing and all amounts invoiced by National Cold Chain must be paid by the Customer when due (including all amounts invoiced for services related to any Claim);
  • b. Customer must provide written notice to National Cold Chain in the form required by National Cold Chain from time to time (the “Claim Form”);
  • c. The completed Claim Form must be provided to National Cold Chain within thirty (30) days of delivery or failed delivery;
  • d. The Customer must cooperate with National Cold Chain and provide copies of all supporting documentation including, without limitation, bill of lading, document showing receipt of all Goods in good condition by Carrier, delivery documents showing the shipment was delivered short or damaged, a vendor's invoice showing the value of Goods, a demand for a specific amount of money, with a clear explanation of how that amount is determined, communication from the Carrier or consignee that the shipment was not delivered, and any other supporting documentation that National Cold Chain or the Carrier may request.
• 3. Customer acknowledges and agrees that,
  • a. National Cold Chain makes no representation or warranty whatsoever in respect of any Assistance provided;
  • b. Assistance provided does constitute an agency relationship between National Cold Chain and the Customer in respect of any Claims;
  • c. Assistance shall not include the provision of legal advice or the commencement, funding or participation in any legal action in respect of any Claims.
  • d. Customer is responsible for obtaining independent legal advice and for pursuing any legal remedies directly against the Carrier within the relevant limitation periods.

National Cold Chain and Carriers’ Liability
Customer acknowledges National Cold Chain and Carriers are not liable for the following:

• Damage or injury to Goods to the extent due to packaging, loading, unloading, blocking, bracing or securing of Goods
• Inherent vice or defect in Goods, including rusting of metals, swelling of wood caused by humidity, moisture or condensation, or deterioration of perishable products
• An act of God or the public enemy
• Any act or default of any Customer
• Any act taken under authority of law
• Any act of war or terrorism; or
• Special, consequential, indirect, incidental, or punitive damages including any and all liquidated damages, penalties, lost profits, or loss of business of any kind.

It is agreed that National Cold Chain will not be liable for claims that occur in Mexico. Goods will be the sole responsibility of Shipment Owner unless National Cold Chain’s Mexican cargo insurance is purchased.

National Cold Chain’s Limitations of Liability
Customer acknowledges and agrees that National Cold Chain is a transportation broker and not a carrier. Unless otherwise expressly agreed in writing between the parties, National Cold Chain’s aggregate liability to the Customer in relation to any shipment shall not exceed $2.00/lb CAD for shipments originating in Canada or $2.00/lb USD for shipments originating in the United States.

Customer's Duties
Customer is responsible for ensuring that Goods are properly and safely loaded, supported, blocked, braced, and secured, and Customer will be responsible for expenses and damages arising out of any resulting load shifts. Customer must provide necessary shipping instructions and properly identify all Goods in the bill of lading or other shipping instructions. Customer will properly notify National Cold Chain in writing in advance if it tenders any restricted commodities, or any other Goods that may require special handling, including hazardous materials and waste, oversize or overweight shipments, coiled or rolled products, or commodities requiring protection from heat or cold. Customer is responsible for properly counting and recording the number of pieces transported. Customer is responsible for checking all empty containers or trailers tendered for loading and rejecting any equipment that is not in apparent suitable condition to protect and preserve Goods during transportation. If Customer requests that National Cold Chain arrange for equipment to be dropped at a location for Customer's convenience and left unattended by Carrier, Customer and its consignors or consignees will not lose, damage, or misuse the equipment and Customer will pay for loss or damage to the equipment, damage to third parties’ goods, or personal injuries occurring during or as a result of such custody, control, possession, or use of the equipment. Customer is responsible for and warrants its compliance with all applicable laws, rules, and regulations, including customs laws, import and export laws and governmental regulation of any country to, from, through or over which the shipment may be carried.

The Customer agrees to furnish such information and complete and attach to the Bill of Lading such documents as are necessary to comply with such laws, rules and regulations. National Cold Chain assumes no liability to the Customer or to any other person for any loss or expense due to the failure of the Customer to comply with this provision. Any individual or entity acting on behalf of the Customer in scheduling shipments hereunder warrants that it has the right to act on behalf of the Customer and the right to legally bind Customer.

Applicable Law and Jurisdiction
By requesting or using the services of National Cold Chain, Customer agrees these Rules are governed by the laws and regulations of the Province of Ontario and of Canada and all disputes arising out of it shall be brought in the judicial district in Toronto, Province of Ontario or the Federal Court.

Pricing
Prices are subject to change without notice, if shipment information provided by Customer is deemed to be incorrect or incomplete.

Changes to Rules
Customer agrees to be bound by all of the terms and conditions contained in these Rules. National Cold Chain may modify these Rules from time to time, upon posting the most up to date terms and conditions on www.NationalColdChain.com. Such changes shall be effective for all transactions between National Cold Chain and Customer after the date of the posting.