1. ROLE OF FORWARDER (“the COMPANY”)

The Company offers its services on the basis of these
conditions that apply to all activities of the Company in arranging
transportation or providing related services, such as, but not limited to,
warehousing and any other kind of logistics services. The Company may provide
its services as either principal or agent. The Company acts as agent of the
Customer, except

(a) where it issues a transport document or electronic
record evidencing its obligation for the delivery of goods, or

(b) to the extent it physically handles goods by its own
employees and equipment in the course of performing any service in which cases
it acts as principal, but whether acting as principal or as agent these
conditions govern the rights and liabilities of the Customer and the Company.

When determining any rights or liabilities of the Company
under these conditions, the word “Customer” shall include the party giving
instructions, the shipper, the consignee, and the owner of the goods.
Notwithstanding the foregoing, advice is for the Customer only and is not to be
furnished to any other party without the Company’s prior written consent.
Gratuitous advice and information that is not related to instructions accepted
by the Company is provided without liability of any kind, including for
negligence.

2. CLAIMS AGAINST OTHERS

These Conditions also apply whenever any claim is made
against any employee, agent or independent contractor engaged by the Company to
perform any transport or related service for the Customer’s goods, whether such
claims are founded in contract or in tort, and the aggregate liability of the
Company and all such persons shall not exceed the limitations of liability in
these conditions. For purposes of this clause the Company acts as agent for all
such persons who may ratify such agency at any subsequent time.

3. ROLE AS AGENT

When acting as an agent, the Company acts solely on behalf
of the Customer in engaging the services of third parties on the usual terms
and conditions on which the third parties offer such services for the carriage,
storage, packing or handling of any goods, or for any other service in relation
to them, thereby establishing a direct contract between the Customer and the
provider of such services capable of being enforced by the Customer as
principal, whether or not the Customer is identified in the contract. The
Company shall on demand by the Customer provide evidence of any contracts made
on its behalf.

4. ROLE AS PRINCIPAL

Where requested by the Customer the Company may

(a) issue a transport document or electronic record by which
it as principal undertakes carriage of particular goods; or

(b) guarantee in writing proper performance of the terms of
any contract between the Customer and a third party whose services the Company
has engaged on behalf of the Customer.

 Where it issues a
transport document or electronic record, or provides a guarantee, the rights
and obligations of the Company will be governed by the special conditions
therein in addition to these conditions, and in any event the Company is liable
only to the same extent as the third party who performs the carriage or
guaranteed service, as may be limited by the conditions on which that party
customarily offers its services. In the event of any inconsistency with these
provisions, the special conditions prevail.

5. SERVICES REQUIRING SPECIAL ARRANGEMENTS

The Customer must give instructions in writing to the
Company a reasonable time before the tender of goods for storage or transport
where it requests the Company to:

(a) arrange for the departure or arrival of goods before
specific dates;

(b) arrange for goods to be carried, stored or handled
separately from other goods;

(c) arrange for the transport of goods that may taint or
affect other goods, or may harbour or encourage vermin or pests;

(d) make a declaration of value or special interest in
delivery to any carrier or terminal;

(e) direct carriers or delivery agents to hold goods until
payment of any amount or until surrender of a document;

(f) arrange for the transport of goods of unusual high
value, luxury goods, currency, negotiable Instruments or securities of any
kind, precious metals or stones; antiques or art; human remains, livestock or
plants, or any other comparable cargos.

Where for any reason it does not accept such instructions,
the Company must promptly so advise the Customer by any means of communication
used in the ordinary course of business. If it continues to use the Company’s
services for the contemplated transport after receiving such advice, the
Customer assumes all risks connected with the nonperformance of such
instructions, whether caused or contributed to by the Company’s negligence or
not.

6. THE COMPANY’S GENERAL RESPONSIBILITIES

(A) The Company shall exercise reasonable care in the
discharge of its obligations including the selection and instruction of third
parties that provide any services engaged on behalf of the Customer.

(B) The Company shall arrange transport and any related
services within a reasonable time after receiving the Customer’s instructions.

(C) If it has reasonable grounds for departing from any of
the Customer’s instructions, the Company can do so without prior authorization
from the Customer, but must act with due regard to the interests of the
Customer, and, as soon as possible, inform the Customer of its actions and any
additional charges resulting therefrom.

7. CUSTOMER’S GENERAL RESPONSIBILITIES

(A) The Customer shall be deemed to be competent and to have
reasonable knowledge of matters affecting the conduct of its business,
including terms of purchase and sale, the need for insurance and the extent of
coverage available for the type of goods being tendered for shipment, the need
to preserve and retain documentation, the need for care to avoid transmitting
viruses by electronic communications, the need for confidential handling of
information relating to high value goods, and all other matters relating
thereto. 

(B) The Customer warrants that all information in whatever
form relating to the general and dangerous character of the goods, their
description, bar-coding, marks, number, weight, volume and quantity of the
goods, as furnished by the Customer or on its behalf, was accurate and complete
at the time the goods were taken in charge by the Company or any third party
whose services it has engaged. The Customer further undertakes to provide
independent confirmation of such particulars on the request of the Company.

8. CUSTOMER’S RESPONSIBILITY FOR PACKAGED AND
CONTAINERIZED GOODS

(A) 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. Without
limiting the foregoing the Customer is responsible for timely communication of
and warrants the accuracy of the verified gross mass (VGM) of the package(s)
and or the transport unit and the identity of the duly authorized person so
verifying. The customer shall maintain documentation evidencing measurement of
VGM as required by law.

(B) Unless the Company has accepted instructions to arrange
for or to perform the loading of a transport unit by its employees, the
Customer warrants that:

(a) the transport unit has been
properly and competently loaded;

(b) the goods are suitable for
carriage in or on the transport unit; and

(c) 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).

9. QUOTATIONS AND INVOICING

A) The Company does not assume a role as principal by
providing a fixed price quotation, or by rendering an invoice where the
difference between the amounts payable to third parties retained to carry out
the Customer’s instructions and the fixed price represents the Company’s gross
profit for its services. A Customer agrees that the Company is an agent as
provided in Section 1 where the Customer

(a) accepts a fixed price
quotation, or

(b) does not within thirty days
after receipt of the invoice object to the Company charging a fixed price for
its services.

(B) Quotations are given on the basis of immediate
acceptance and are subject to withdrawal or revision. Unless otherwise provided
in the quotation the Company may, after acceptance, revise quotations or
charges upon notice in the event of changes beyond the Company’s control,
including changes in exchange rates, rates of freight, carrier surcharges, or
any charges applicable to the goods.

10. CHARGES COLLECT SHIPMENTS

When goods are accepted or dealt with upon instructions to
collect freight, duties, charges or other expenses from the consignee or any
other person, the Customer shall remain responsible for the same if they are
not paid by such consignee or other person immediately when due.

11. CHANGED CIRCUMSTANCES/FAILURE TO TAKE DELIVERY

 If events or
circumstances, including a Customer’s failure to take delivery, occur that
affect performance of the Customer’s mandate, the Company shall take reasonable
steps to obtain the Customer’s further instructions. If for whatever reason it
does not receive timely instructions, the Company may

(a) store the goods at the sole risk and expense of the
Customer, or

 (b) sell the goods
immediately and without further notice, and hold any net proceeds for the
account of the Customer or

 (c) authorize any
third party to abandon carriage and make the Goods or any part of them
available to the Customer at a place that is reasonable in the circumstances.

12. DANGEROUS GOODS

(A) The Customer undertakes not to tender for transportation
any goods that are of a dangerous, inflammable, radioactive, hazardous or
damaging nature without giving full particulars of the goods to the Company.
The Customer undertakes to mark the goods and the outside of any packages or
container in which they may be placed to comply with any laws or regulations
that may be applicable during the carriage. In the case of goods where the
place of receipt is a point within Canada, the Customer further warrants that
the goods, the packaging and marking thereof comply in all respects with the
provisions of any legislation or regulations governing the transportation of
dangerous goods.

(B) If its fails to comply with the requirements of
sub-clause (A), the Customer shall indemnify the Company against all loss,
damage or expense arising out of the goods being tendered for transportation or
handled or carried by or on behalf of third parties retained by the Company.

(C) Goods which in the opinion of the Company or the person
who has custody or possession thereof are or may become dangerous and present a
hazard may at any time or place be unloaded, destroyed or rendered harmless
without liability on the part of the Company.

13. INSURANCE

(A) The Customer must give the Company instructions in
writing to arrange insurance on its goods a reasonable time before the tender
of goods for storage or transport. The Company may carry out these instructions
by declaring the value of the goods under an open marine cargo policy taken out
by the Company, and, upon request, provide a certificate or declaration of
insurance, or other evidence of insurance. The coverage on goods so declared is
subject to the terms and conditions of the policy. The Company is not liable if
the Customer for any reason whatsoever fails to recover a loss in whole or in
part from the insurer under the policy, even though the premium charged by the
insurer is different from the Company’s charges to the Customer.

(B) If coverage under its open marine cargo policy is not
satisfactory, the Company will recommend an insurance broker to arrange
insurance appropriate to the Customer’s needs. After making this
recommendation, the Company has no further duty regarding insurance, and no
liability for loss of or damage to the goods during transport or storage that
could have been covered by insurance on the goods, whether such loss or damage
has been caused or contributed to by its negligence or breach of these conditions,
or otherwise.

14. NOTIFICATION OF CLAIMS

The Customer on its own behalf and on behalf of the owner of
the goods shall notify the Company in writing of any claim 6

(a) in case of loss and/or damage to goods within 7 days of
the completion of transit,

(b) in case of delay in delivery or non-delivery within 45
days of the date when the goods should have been delivered,

(c) in any other case within 45 days of the event giving
rise to the claim. If a claim was not discoverable by the exercise of reasonable
care within the applicable time period, the Customer must give notice forthwith
after receiving information as to events that may give rise to a claim. Failing
notice as required by this clause, the claim is barred and no action can be
brought against the Company to enforce the claim.

15. LIMITATION OF LIABILITY

Compensation for any claim for which the Company is liable
shall not in any event exceed:

 (a) 2 SDR (SDR = IMF
Special Drawing Right) per kilo of the gross weight of the goods that are the
subject of the claim;

(b) 666.67 SDR per enumerated package of goods that are the
subject of the claim;

 or (c) 75,000 SDR per
transaction; whichever is less, provided however that where a higher limitation
of liability is mandatorily applicable by law then that higher limitation of
liability shall apply.

Without prejudice to any other conditions herein or other
defences available to the Company, in no circumstances whatsoever shall the
Company be liable to the Customer or owner for consequential or indirect loss,
including losses arising from delay or loss of market. Upon the Customer’s
written request, the Company may accept liability in excess of these limits in
writing, provided the Customer pays the Company’s additional charges for such
increased liability.

16. INDEMNITY

The Customer shall indemnify the Company against all duties,
taxes, payments, fines, expenses, losses, claims and liabilities, including
without limitation any storage, demurrage, port, or terminal charges and any
liability to indemnify any other person against claims made against such other
person by the Customer or by the owner

(a) for which the Company may be held responsible unless
caused or contributed to by any negligence or breach of duty of the Company, or

(b) in excess of the liability of the Company in accordance
with these Conditions, resulting from or connected with the actions of the
Company related to any service to which these Conditions apply.

17. SET OFF AND COUNTERCLAIM

The Customer shall pay to the Company in cash, or as
otherwise agreed, all sums immediately when due without reduction or deferment
on account of any claim, counterclaim or set off. 7

18. RIGHT OF DETENTION AND LIEN

All goods (and documents relating to goods) shall be subject
to a particular and general lien and right of detention for monies owing either
in respect of such goods, or for any particular or general balance or other
monies owed, whether then due or not, by the Customer, sender, consignee or
owner of the goods to the Company.

 If these monies
remain unpaid for 10 days after the Company sends notice of the exercise of its
rights to these persons by any means of communication reasonable in the
circumstances, the goods may be sold by private contract or otherwise at the
sole discretion of the Company, and the net proceeds applied on account of the
monies owing. The Company will not be liable for any deficiencies or reduction
in value received on the sale of the goods nor, will the Customer be relieved
from the liability merely because the goods have been sold.

19. FORCE MAJEURE

The Company shall be relieved of any and all liability for
any loss or damage if, and to the extent that, such loss or damage is the
result of an event or circumstance (a “force majeure” event) that prevents the
Company from performing one or more of its contractual obligations to the
extent that the Company is affected by an impediment which is beyond its
reasonable control, such impediment could not reasonably have been foreseen and
could not reasonably been avoided or overcome by the Company acting in a
commercially reasonable manner. The following events shall be presumed to be a
“force majeure” event:

a) war (whether declared or not), hostilities, invasion,
acts of foreign enemies, extensive military mobilization;

b) civil war, riot, rebellion and revolution, military or
usurped power, insurrection, acts of terrorism, sabotage or piracy;

 c) currency and trade
restriction, blockade, embargo, sanction;

d) act of government authority whether lawful or unlawful,
compliance with any law or governmental order, expropriation, seizure of works,
requisition, nationalization;

 e) plague, epidemic,
pandemic, natural disaster, extreme natural event, extreme weather event,
nuclear, chemical or biological contamination;

f) explosion, fire, destruction of equipment, prolonged
break-down of transport, telecommunication, information system or energy;

g) general labour disturbance such as boycott, strike and
lock-out, go-slow, occupation of factories and premises; or any other event or
circumstance beyond the Company’s control. In such circumstances the Company is
entitled to modify its services, procedures, rates, prices, and surcharges as
in the Company’s reasonable discretion are considered necessary, and the
Company is entitled to full remuneration and indemnity for any charges so
incurred or applied.

20. TIME BAR

The Company shall, unless otherwise expressly agreed, be
discharged of all liability under these conditions unless suit is brought
within 9 months from

 (a) the date of
delivery of the goods for claims to damage to goods, or

 (b) the date when the
goods should have been delivered for claims for delay in delivery or loss of
goods.

With respect to loss or damage other than loss of or damage
to the goods, the 9 months period shall be counted from the time when the act
or omission of the Company giving rise to the claim occurred.

21. CUSTOMARY REMUNERATION RECEIVED FROM THIRD PARTIES

The Company shall be entitled to be paid and retain all
brokerages paid by carriers, commissions, documentation allowances, profits on
foreign exchange and other remunerations paid by third parties as is customary
in the trade.

22. APPLICABLE LAW AND JURISDICTION

These Conditions shall be governed by the laws of Canada and
of the province within Canada in which the Company has its principal place of
business. By accepting the services provided under these Conditions, the
Customer irrevocably attorns to the exclusive jurisdiction of the Courts of
that Province and the Federal Court of Canada. The Parties agree that where
they have used electronic communications to transact in whole or in part any
business such communications will be given legal effect in accordance with the
provisions (so far as they may be applicable) of the Uniform Electronic
Commerce Act as approved by the Uniform Law Conference of Canada. “The English
version of these Standard Trading Conditions of CIFFA shall be decisive. The
Standard Trading Conditions of CIFFA shall be translated and available in
French. In the event of a dispute, the English version of the STC’s shall
prevail.”