Terms and Conditions

STANDARD TERMS AND CONDITIONS (“Terms”) of DTI Logistics Canada Inc. (“DTI”) applicable to Customers, Carriers, Shippers and Consignees

CUSTOMER

Transportation Services
Customer has placed an order request with DTI for DTI to provide certain services regarding the transportation and delivery of certain products (“Transportation Services”).  Once DTI accepts Customer’s order request by an order confirmation (“Customer Order Confirmation”) for Transportation Services, DTI shall engage and retain Carrier to perform the Transportation Services on the terms and conditions of the Carrier Contract Documents, and Customer acknowledges same.

These Terms, together with the Customer Order Confirmation, DTI’s rate sheet (“Rate Sheet”) setting out all rates, charges and fees for the Transportation Services, the most recent version of which is available at www.dti-logistics.com as amended from time to time, and DTI’s Bill of Lading for shipments of products (“Shipment”), form the “Customer Contract Documents” applicable to the Transportation Services provided to Customer. The Customer Contract Documents contains a complete and entire agreement for the Transportation Services for Customer and may only be amended or modified upon mutual agreement of DTI and Customer. A party’s failure, at any time, to enforce any terms and conditions of the Customer Contract Documents will not be construed to be a waiver by such party thereafter to enforce any such terms and conditions. Except as otherwise required by applicable laws, to the extent of any conflict between the provisions of the Customer Contract Documents, the following interpretation will prevail, in order of descending priority: (1) these Terms; (2) Customer Order Confirmation; (3) Rate Sheet and (4) Bill of Lading.

Customer shall (a) provide DTI with the complete and accurate origin, destination type, total weight and itinerary of each Shipment, together with the Declared Value thereof, if available, and all other information and documents necessary for each Shipment; and (b) promptly notify DTI if a Shipment contains any dangerous goods or hazardous materials.  Each party shall comply with all requirements in connection with such products. Notwithstanding any other provision of the Customer Contract Documents, DTI may, in its discretion, refuse to provide any Transportation Services to Customer for any or no reason, including (without limitation) for any Shipment which, in DTI’s sole judgment: (a) by reason of the dangerous or other character of its contents may taint or otherwise damage other products or shipments or any equipment; or (b) which is improperly or insecurely packed, wrapped or labelled.  

Customer will pay DTI for performance of the Transportation Services in the correct US/Canadian currency at the rates and charges set out in the Customer Order Confirmation, based on DTI’s most current Rate Sheet for its pricing, plus applicable direct and indirect taxes, levies, duties, customs, fees, charges, retributions, import and export taxes and liabilities charged by any applicable public, government, legal, taxation, customs agency, department or other like authority.  When DTI is paid for a Shipment based on weight or declared value, the weight or declared value, as applicable, will be used to calculate the fee to be paid for such Shipment. Customer will also pay all additional miscellaneous charges and surcharges (i.e., fuel surcharges, delay charges, multi-stop or dock charges, no load and return load charges, unplanned charges, etc.) charged by Carrier to DTI for the Shipment.

Customer will pay DTI within 30 days of the date of DTI’s invoice for the Transportation Services. If any dispute arises as to any invoice amount, Customer will pay any undisputed portion of the invoice on time, and will promptly pay the disputed portion once the dispute is resolved.  Customer will promptly notify DTI of the dispute and the parties will work to resolve all disputes expeditiously. Where an invoice contained any unplanned charges, DTI shall provide reasonable back-up for those charges with in 5 business days.

 

Claim Time Limits and Assistance with Customer Inquiries and Claim. - Customer has 30 days from the date in which the order delivers to notify and file and Intent to Claim Form and submit the written claim to DTI within the 30 days of delivery.

Except as otherwise set out in these Terms, notices of any payment, loss, damage or other claims shall be given in writing to the relevant party within a time period equal to the longer of (i) 2 years from the date the matter to which the claims relate arose, and (ii) that period permitted by the applicable provincial or state limitation of actions legislation of the province or state in which the Shipment originated. To the extent permitted by applicable laws, the expiration of the stated time periods shall be a complete and absolute defence to any such action or proceeding, without regard to any mitigating or extenuating circumstances or excuses whatsoever, unless the party named as defendant in any such action or proceeding has expressly agreed in writing to waive such defence in whole or in part.

Indemnification
Customer hereby fully indemnifies, saves harmless, and defends each of DTI, Shipper, Consignee and Carrier and any owner of property transported under these Terms, and their respective directors, officers, agents, servants, employees and representatives from and against all liabilities, losses, damage, costs, expenses, actions, claims, demands and/or obligations (including reasonable attorney’s fees and expenses, on a full indemnity basis, in connection with the defense of any such claims) arising in connection with any lawsuit, regulatory action, liability, obligation, demand or claim, or any injury to or death of person(s), or damage to or loss of property and resulting from any misrepresentation, act and/or omission of Customer and/or its agents, servants and employees arising under the Customer Contract Documents or resulting from Customer’s failure to comply with the provisions of the Customer Contract Documents, applicable laws or applicable licenses, permits, authorizations, approvals or writings required in connection with the products in the Shipment, except that such indemnification will not apply to the extent that liability results from such indemnified party’s gross negligence or willful misconduct.  Customer’s obligation to reimburse, indemnify, defend and hold the indemnitees harmless shall survive the termination of the Customer Contract Documents. DTI may set off any amounts it may owe Customer against any amounts Customer owes DTI.

Limitation of Liability
Notwithstanding any other provision in the Customer Contract Documents, to the extent not prohibited by law, DTI’s maximum liability to Customer or any other party under the Customer Contract Documents for any cargo claims or other losses, damages or claims of any nature and howsoever arising depends on the rates paid by Customer for the Shipment. The basic rates quoted in the Rate Sheet include DTI’s liability for the lesser of (a) the value of the products including freight and other charges it paid; and (b) $2.00 per pound ($4.41 per kilogram) computed on the total weight of the Shipment (“Lower Maximum Liability”). If (a) the Bill of Lading contains a declared value for the Shipment in excess of the foregoing value, and (b) the higher rate has been paid for that amount of declared value, or the basic rate plus an accessory charge for that amount of the declared value, then DTI will be responsible for the declared value of the products contained in the applicable Shipment. If, however, only the base rate was paid by Customer, without any accessory charge, then the Lower Maximum Liability applies. In no event shall DTI be liable to any party for any consequential, incidental, indirect, special, contingent or special damages (including, but not limited to, loss of production, profit, revenue, loss of opportunity or use).

Termination
a. DTI may terminate all or any part the Transportation Services and the Customer Contract Documents at any time, with or without cause and without penalty, by providing fifteen (10) days prior written notice to Customer, provided that DTI will ensure that any Shipment then in transit and not yet delivered will be delivered.

b. If any party fails to correct a default under the Customer Contract Documents within 30 days after written notice to do so, fails to comply with any Applicable Laws (including applicable anti-corruption and global integrity laws), or is the subject of any insolvency, bankruptcy or assignment for the benefit of creditors, or the cessation of business, wind-up, liquidation or dissolution (voluntary or involuntary), the non-defaulting party serving such notice of default to the defaulting party may, upon written notice, terminate the Transportation Services and/or the Customer Contract Documents, subject to the survival of any rights or obligations that accrued prior to the date of termination and those obligations in Sections 2, 4, 6, 7, 8 and 11] of these Terms.
Insurance
Customer will provide and maintain in force appropriate levels of insurance to insure its products while on the premises of others or while in carriage or transit, and naming DTI as an additional insured, as its interests may appear.

Independent Contractor
Customer is an independent contractor. In no event shall an employee of Customer be considered an employee or agent of DTI, Shipper, Consignee or Carrier.

CARRIER

Transportation Services
Once Carrier accepts an order from DTI by an order confirmation (“Carrier Order Confirmation”) for transportation services, Carrier will transport and deliver the products entrusted to it to the designated location and recipient (“Consignee”), with reasonable dispatch and without delay, in accordance with instructions confirmed in the Carrier Order Confirmation (“Transportation Services”).  Carrier has, and shall maintain, sole and exclusive care, custody, control and possession of all shipments (“Shipments”) from the time Carrier picks up the Shipment at the intended origin until the Shipment is delivered or tendered for delivery to Consignee at the intended destination for that Shipment.  

Carrier shall (a) provide all vehicles, tools, pallets, loading and unloading items, and equipment (“Equipment”) necessary to provide the Transportation Services in a safe, timely and effective manner; (b) use only qualified, competent and fully trained drivers properly licensed in accordance with applicable laws and with sufficient skill, experience and ability to perform the Transportation Services; (d) pay all costs, insurance, fuel and freight charges and other expenses in connection with the provision of the Transportation Services; (d) obtain and maintain current and in good standing all permits, licenses, approvals, operating authorities and registrations, safety and other ratings, certifications and authorizations required for its Equipment and its provision of the Transportation Services, and to transport goods within Canada and between points in Canada and points in the United States and in international commercial transportation and commerce, pursuant to applicable laws; (e) be responsible for load configuration to meet all applicable laws and to prevent damage to the products during transit and if no delivery; (f) load products in accordance with the loading instructions and procedures provided to Carrier; if no loading instructions are provided, then Carrier will choose loading configurations, acting reasonably; (g) comply with any special requirements (including, without limitation segregated or refrigerated shipments, delivery timelines or other specialty requirements) confirmed on the Carrier Order Confirmation; (h) ensure that all provisions of all relevant applicable laws, including without limitation those pertaining to transportation, environmental, health and safety, carriage, cabotage, anti-corruption, business integrity and trade sanctions, in effect from time to time and applicable to Carrier’s business, operations and its provisions of the Transportation Services, are fully complied with; and (i) obtain and maintain a current CVOR, safety ratings of at least ‘satisfactory’, and vehicle licenses for its fleet. Any changes to the above required transportation methods or requirements must be pre-approved by DTI in writing prior to loading of any Shipment.

Carrier shall only provide and use Equipment that is clean, in good operating condition, repair and appearance, and properly configured to safely load, transport and unload all shipments tendered to it.  Carrier shall have the duty to keep and maintain all equipment used for any Transportation Services in compliance with all applicable laws in the United States, Canada and any other applicable jurisdictions.  Acceptance of the Shipment by Carrier or its drivers shall serve as Carrier’s certification that the Shipment is properly loaded and secured, protected against damage or loss and meets all criteria for safe and lawful transportation.

These Terms, together with the Carrier Load Sheet (“Carrier Instructions”), DTI’s rate sheet (“Rate Sheet”)  setting out all details, rates, charges and fees for the Transportation Services, the most recent version of which is attached as  “Carrier Instructions” Sheet or “Revised Carrier Instructions”, as amended from time to time, and DTI’s Bill of Lading for a Shipment (if included as part of the order at the time of the shipment) form the “Carrier Contract Documents” applicable to that Shipment. The Carrier Contract Documents contains a complete and entire agreement for the shipment.  A Shipment may only be amended or modified upon mutual agreement of DTI and Carrier. A party’s failure, at any time, to enforce any terms and conditions of a Shipment or any of the Carrier Contract Documents will not be construed to be a waiver by such party thereafter to enforce any such terms and conditions. Except as otherwise required by applicable laws, to the extent of any conflict between the provisions of the Carrier Contract Documents, the following interpretation will prevail, in order of descending priority: (1) these Terms; (2) Carrier Instruction; (3) Rate Sheet and (4) Bill of Lading

DTI shall book all pick-up and delivery appointments for all Shipments.  Carrier must ensure it has a shipment which has been approved by DTI before taking any action to provide any Transportation Services.  If Carrier executes or performs (in part or in full) the Transportation Services without an approved Shipment from DTI, Carrier is responsible for its own costs and any costs incurred by DTI, Shipper, Consignee, Customer and/or others associated with the unauthorized pick-up, including any no load charge from the third party assigned to that Shipment.

Delivery and Shipments
If any Shipment cannot be delivered through no fault of Carrier, Carrier shall give promptly written notice thereof to DTI and request disposal and delivery instructions from DTI.  Unless instructed otherwise by DTI or as otherwise required by applicable laws, Carrier shall, at its risk but in its discretion, return the Shipment to DTI or deliver it to a DTI approved warehouse, if any but not before written approval from DTI.  

Each Shipment shall be evidenced by a written or electronic Bill of Lading in DTI’s form signed by Carrier, Shipper, Consignee and any other required party, showing the kind and quantities of products received by Carrier at the loading points, in apparent good order and condition unless otherwise noted on the Bill of Lading.  Upon delivery of each Shipment, Carrier shall obtain the signed Bill of Lading from Consignee showing the kind and quantities of products delivered, in apparent good order and condition unless otherwise noted on the Bill of Lading, and the date and time of delivery. If a dispute arises as to whether or not Carrier performed the Transportation Services, Carrier must produce the Bill of Lading as evidence thereof in order to receive payment therefor.

DTI shall (a) provide Carrier with the complete and accurate origin, destination type, total weight and itinerary of each Shipment, together with the Declared Value thereof, if available, and all other information and documents necessary for each Shipment; and (b) promptly notify Carrier if a Shipment contains any dangerous goods or hazardous materials. Each party shall comply with all requirements in connection with the loading, unloading, storage, handling and transportation of such products.

Carrier shall immediately notify DTI of any incident or release involving hazardous materials tendered to it and shall immediately contain and collect any release consistent with its emergency response plan and applicable laws.  Carrier shall make the necessary incident report in connection with any incident for which applicable laws require a report. Carrier will fully defend, indemnify and hold DTI, Shipper, Consignee and Customer harmless against any and all costs, including (without limitation) reporting costs, response costs and clean-up costs, losses, liabilities, claims, fines, penalties, expenses and reasonably attorney fees on a full indemnity basis, and the fees arising out of any such release or incident pertaining to hazardous materials.

Length of Time on Truck; No Third Party Carrier
The products must only be on the truck used for the Shipment during and for the indicated transit time.  Any damage caused during the products as a direct result of the products being on that truck for periods longer than the transit time will be Carrier’s sole responsibility.  

Carrier will not broker, co-broker, subcontract, assign, interline or transfer the transportation of Shipments or any of the Transportation Services or any movement of goods to a third party carrier or other entity conducting business under a different operating authority without DTI’s prior written consent or request. If Carrier breaches this provision, DTI may pay the monies it owes Carrier to the delivering carrier in lieu of, and in satisfaction of any obligation to make, payment to Carrier.  In any event, Carrier shall not be released from liability to DTI and in addition to Carrier’s liability to DTI under the Terms, Carrier shall be liable to DTI for indirect, incidental and consequential damages for breach of this provision.

Damage
Carrier must inspect and ensure that the products to be loaded for transportation in connection with each Shipment are free of damage before loading.  If damage is found, Carrier shall notify the person loading the Shipment of the damage. If any damaged products are loaded, Carrier must record the damage on the Bill of Lading and if possible, take pictures of the damaged products.  If existing damage is not documented, it will be assumed that the products were damaged by Carrier during transit.

Carrier is responsible for all products damaged during transit and Carrier will reimburse DTI for the cost (a) of repairing and/or re-delivering the products; and/or (b) associated with a Customer, Shipper, Consignee and/or other third party claim.  Carrier shall immediately notify DTI whenever any product is damaged. If any Transportation Services are defective or otherwise not completed in conformity with applicable laws or the Carrier Contract Documents, then DTI, in addition to its other rights and remedies under agreement, by equity or by law, and at Carrier’s expense, may reject all or part of the Transportation Services, require Carrier to promptly re-perform or replace the non-performing Transportation Services or take its own actions, at Carrier’s cost, to cure the defects and bring the Transportation Services into conformity with all the requirements; and/or terminate the Carrier Contract Documents and claim damages from Carrier.

If any products are damaged at the destination during unloading, Carrier shall notify the person unloading of the damage.  If the damaged products are unloaded, Carrier shall record the damage on the Bill of Lading and if possible, take pictures. If existing damage is not documented, it will be assumed that the products were damaged by Carrier during transit.

Charges, Invoicing and Payment Terms
DTI will pay Carrier for performance of the Transportation Services in US or Canadian currency at the rates and charges set out in the Carrier Instruction Sheet, based on DTI’s most current “Carrier Instructions” Sheet for its pricing, plus applicable direct and indirect taxes, levies, duties, customs, fees, charges, retributions, import and export taxes and liabilities charged by any applicable public, government, legal, taxation, customs agency, department or other like authority.  

Carrier shall submit an invoice to DTI for the Transportation Services along with a signed proof of delivery, (“POD”) within 30 days after Carrier delivers the entire Shipment and not prior to delivery of the Shipment.  Invoices not submitted by Carrier to DTI within 6 months of the final delivery of the Shipment shall be cancelled and will not be paid by DTI. DTI will pay the invoices within 45 days after it receives Carrier’s valid invoice.  If any dispute arises as to any invoice amount, DTI will pay any undisputed portion of the invoice on time, but will not be obligated to remit the payment of the disputed portion until the dispute is resolved. DTI will promptly notify Carrier of the dispute and the parties will work to resolve all disputes expeditiously.

All unplanned charges incurred by Carrier in providing the Transportation Services must be submitted by Carrier to DTI within 7 days of the delivery of the Shipment to its final destination and be approved in writing by DTI before any payment therefor is made to Carrier.  Carrier must provide to DTI sufficient back-up evidence for all unplanned and claimed charges. DTI reserves the right to reject any unplanned charges for which there is insufficient evidence (in DTI’s sole discretion) of charges actually being incurred.

Carrier must promptly notify DTI of any unpaid invoices when the account is at least 30 days in arrears.  If Carrier notifies DTI after 6 months from the date of any unpaid invoice, DTI may charge Carrier a fee for any investigation, inquiry or audit into late payments and Carrier shall pay same within 30 days of DTI’s invoice therefor.

Any action or proceeding by Carrier to recover under-charges alleged to be due from DTI or other appropriate parties hereunder shall be commenced not more than 6 months after delivery or tender of delivery of the Shipment with respect to such under-charges are claimed.  Any action or proceeding by DTI to recover over-charges alleged to be due from Carrier hereunder shall be commenced not more than 18 months after delivery or tender for delivery of the Shipment with respect to which such over-charges are claimed. To the extent permitted by applicable laws, the expiration of the stated time periods shall be a complete and absolute defence to any such action or proceeding, without regard to any mitigating or extenuating circumstances or excuses whatsoever, unless the party named as defendant in any such action or proceeding has expressly agreed in writing to waive such defence in whole or in part.

Claim Time Limits and Assistance with Customer Inquiries and Claims
Except as otherwise set out in these Terms, the time limits for filing any loss and damage claims, and the time limits for filing any action at law for denial of claims, shall be governed with respect to Shipments originating in the United States by the provisions contained in 49 U.S.C. Sections 14705 & 14706, as amended; with respect to Shipments originating in Canada, notice of the loss, damage or delay setting out particulars of the origin, destination and date of the Shipment and the estimated amount claimed in respect of such loss, damage or delay must be given in writing to the originating carrier or the delivering carrier within 60 days after the date of delivery of the Shipment or, in the case of failure to make delivery, within 9 months after the date of Shipment.  The final claim must be filed within 9 months after date of delivery or failure to make delivery. Carrier will acknowledge receipt of a claim within 30 days after receipt and will allow or deny the claim within 60 days after receipt (subject to an agreed upon extension of time to investigate the claim). Carrier will provide a written explanation of the reason(s) for any denial of all or part of a claim. The time limit for filing any action at law or any mediation, arbitration or other proceedings for denial of a claim on a Shipment originating in Canada shall be the longer of (i) 1 year from receipt of the claim denial from Carrier and (ii) that period permitted by the applicable provincial limitation of actions legislation of the province in which the Shipment originated. DTI may deduct from any payment due to Carrier the amount of any damage claim not paid or denied by Carrier within 60 days of receipt.

Carrier is fully liable for the full actual loss or damage to any Shipment tendered hereunder and for any delay or failure to ship.  Carrier’s liability for delay or failure to ship will include all costs, expenses and damages actually incurred by DTI, Shipper, Consignee, Customer and/or other third party as a result of the delay or failure to ship.  No Carrier tariff or other limitation, cap or exclusion of liability, released value provision, liquidated damage clause or other limitations, caps or exclusions of liability (including without limitation those prescribed in Canadian or other applicable jurisdictions, federal, provincial, state, local or foreign Motor Carrier Terms and Conditions, conditions of carriage, tariffs or legislation or by applicable laws) shall apply except as expressly set forth in the Carrier Contract Documents.

Right to Audit
Carrier shall (a) maintain books, records and accounts relating to Carrier’s provision to DTI of the Transportation Services and (b) permit, and fully cooperate with, DTI’s employees, representatives and agents, to review, inspect, and audit Carrier’s books and records at Carrier’s business offices to determine whether or not Carrier has complied with all terms of the Carrier Contract Documents and/or has properly and fully performed the Transportation Services, and to audit freight and other costs and fees charged by Carrier to DTI.  DTI may set-off any amounts it owes to Carrier from and against any amounts Carrier owes to DTI. Carrier shall reimburse, defend, identify and hold DTI harmless with respect to any losses, costs, claims or damages incurred or suffered by DTI as a result of any breach of this provision by Carrier.

Insurance
Carrier will obtain and maintain, at its cost, insurance policies for the types and minimum coverage amounts of insurance coverage that is standard in the industry, required by applicable laws, or necessary or desirable in connection with the provision of the Transportation Services, including without limitation commercial general liability insurance, automobile liability insurance, errors and omissions liability insurance, motor truck cargo carrier’s liability insurance, workers compensation insurance and warehouse legal liability insurance.  DTI shall be named as an additional insured or as the loss payee, as appropriate, on all such insurance, which insurance shall be primary and non-contributory. Carrier shall, upon DTI’s reasonable request, deliver to DTI Certificates of Insurance evidencing the existence of all insurance coverage. Carrier will obtain a waiver of subrogation in favour of DTI from all insurers that provide Carrier the coverage required by this provision.

Indemnification
Carrier hereby fully indemnifies, saves harmless, and defends each of DTI, Shipper, Consignee and Customer and any owner of property transported under these Terms, and their respective directors, officers, agents, servants, employees and representatives from and against all liabilities, losses, damage, costs, expenses, actions, claims, demands and/or obligations (including reasonable attorney’s fees and expenses, on a full indemnity basis, in connection with the defense of any such claims) arising in connection with any lawsuit, regulatory action, liability, obligation, demand or claim, or any injury to or death of person(s), or damage to or loss of property and resulting from any misrepresentation, act and/or omission of Carrier and/or its agents, servants and employees arising under the Carrier Contract Documents or resulting from Carrier’s failure to comply with the provisions of the Carrier Contract Documents, applicable laws or applicable licenses, permits, authorizations, approvals or writings required in connection with the provisions of the Transportation Services or any Shipment, including the CVOR and applicable safety ratings, or to properly perform and fulfill the Transportation Services, including, but not limited to, Carrier’s loading, handling, transportation, unloading or delivery of any Shipment, except that such indemnification will not apply to the extent that liability results from such indemnified party’s gross negligence or willful misconduct.  Carrier’s obligation to reimburse, indemnify, defend and hold the indemnitees harmless shall survive the termination of the Carrier Contract Documents.

No Liens
Carrier will not have or assert any lien or other right, title or interest in, to or on any Shipment tendered to it.

Limitation of Liability
Carrier assumes all liability of a common carrier for any loss, delay, theft, damage to or destruction of any Shipment while under Carrier’s care, custody, possession and/or control.  Notwithstanding any other provision in the Carrier Contract Documents, to the extent not prohibited by law, Carrier’s liability under Carrier Contract Documents for any cargo claims shall be the full replacement value of the lost or damaged portion of the Shipment, plus any transportation costs or incidental expenses that may be incurred by DTI, Shipper, Consignee or Customer. Carrier’s maximum liability for truck claims depends on the rates paid for the Shipment.  The basic rates quoted in the Carrier Rate/Instruction Sheet include Carrier’s liability for the lesser of (a) the value of the products including freight and other charges it paid; and (b) $2.00 per pound ($4.41 per kilogram) computed on the total weight of the Shipment (“Lower Maximum Liability”). If (a) the Bill of Lading contains a declared value for the Shipment in excess of the foregoing value, and (b) the higher rate has been paid for that amount of declared value, or the basic rate plus an accessory charge for that amount of the declared value, then Carrier will be responsible for the declared value of the products contained in the applicable Shipment. If, however, only the base rate was paid, without any accessory charge, then the Lower Maximum Liability applies. In no event shall DTI, Shipper, Consignee or Customer be liable to any party for any consequential, incidental, indirect, special, contingent or special damages (including, but not limited to, loss of production, profit, revenue, loss of opportunity or use).

Termination
a. DTI may terminate all or any part the Transportation Services and the Carrier Contract Documents at any time, with or without cause and without penalty, by providing fifteen (15) days prior written notice to Carrier.

b. If any party fails to correct a default under the Carrier Contract Documents within 30 days after written notice to do so, fails to comply with any Applicable Laws (including applicable anti-corruption and global integrity laws), or is the subject of any insolvency, bankruptcy or assignment for the benefit of creditors, or the cessation of business, wind-up, liquidation or dissolution (voluntary or involuntary), the non-defaulting party serving such notice of default to the defaulting party may, upon written notice, terminate the Transportation Services and/or the Carrier Contract Documents, subject to the survival of any rights or obligations that accrued prior to the date of termination and those obligations in Sections 4, 7, 9-15 inclusive, 18-22 inclusive, 24-26 inclusive and 28 of these Terms.
Independent Contractor
Carrier is an independent contractor and has exclusive control and direction of the persons operating vehicles or otherwise engaged in any of the Transportation Services and all Equipment used by Carrier in the performance of the Transportation Services.  In no event shall an employee hired by Carrier be considered an employee or agent of DTI, Shipper, Consignee or Customer. All matters relating to the terms and conditions of Carrier’s employees or its independent contractors, including but not limited to, wage rates, work schedules and the manner and means by which the work under the Carrier Contract Documents will be accomplished, are wholly within Carrier’s exclusive control and are entirely Carrier’s responsibility. Carrier assumes full responsibility for the payment of all applicable federal, provincial, state, local or foreign payroll taxes, contributions, payments, remittances and/or taxes for unemployment insurance, old age pensions, workers’ compensation, and other social security and related protection, and all other costs related to the employment of persons engaged in the performance of any Transportation Services.  Carrier shall comply with all applicable laws applicable to its employment of persons to perform Transportation Services. Carrier is not authorized or empowered to obligate or bind DTI as to third parties in any manner whatsoever.

Cross-Border Trucking Services
a.  Carriers entering into Canada must meet the requirements as specified by the Canada Border Services Agency (“CBSA”): http://www.cbsa-asfc.gc.ca/services/carrier-transporteur/codes-eng.html. This website sets forth the requirements and standards applicable for a carrier to cross into Canada.

b.  Carriers crossing the Canadian border will be required to have Manifest, invoices, Certificate of goods, Form 3461 (advising duties are paid), as specified at WWW.CBP.GOV (Under brokers and forwarders).

c. Carrier shall become aware of and comply with applicable customs and import, export laws, rules, practices and regulations of the governmental authorities and obtain all licenses, permits or authorizations required by governmental authorities. Customer/Consignee is solely responsible for arranging customs clearance of the goods and for all customs brokerage costs; filing costs; and other costs associated with the government inspections or documentation requirements with respect to cross-border shipments. Customer/Consignee shall comply with all laws, regulations or requirements of customs and other authorities and shall bear and pay all duties, taxes, fines, expenses or losses incurred by reason of any illegal, incorrect or insufficient description, declaration, or marking of imported/exported goods and shall indemnify and hold DTI harmless in respect thereof.  Carrier shall be liable for return freight and charges on any Shipment refused export or import by any government.

CUSTOMERS, CARRIERS, CONSIGNEES & SHIPPERS
Shipment
Once DTI has issued the Customer Order Confirmation or the Carrier Order Confirmation (each, an “Order Confirmation”), or once a Bill of Lading has been issued for a particular Shipment, then notwithstanding any other provision of any Customer Contract Documents or Carrier Contract Documents (each, “Contract Documents”), no one except for DTI may cancel that Shipment without DTI’s prior written consent. If any party requests that the Shipment be stopped during transfer, then products are at that party’s risk.

Claims
Each party will notify the other parties in writing within 30 days of receiving a complaint, inquiry or claim.  When requested by DTI, Customer and/or Carrier must promptly and fully participate and assist DTI in responding to any claims, complaints and/or inquiries related to the delivery of the products, any Shipments or the Transportation Services. This provision survives any termination or expiry of the Terms, the Contract Documents or the Transportation Services.

Confidentiality
Unless the parties agree in writing to a partial or complete waiver, or unless required by applicable law, the parties shall keep confidential and not disclose to any third party, and shall direct their officers, employees, agents and representatives to keep confidential and not disclose to any third party, any and all information concerning the Contract Documents, Shipments or Transportation Services, including without limitation the products transported, the origin and destination, route, consignor, consignee, quantity and number of Shipments, except to the extent required for freight billing, auditing and collection purposes. This provision survives any termination or expiry of these Terms, the Contract Documents or the Transportation Services.

Force Majeure
Each party shall perform its obligations as specified herein, provided that if circumstances or events in the nature of a force majeure delay, any performance by such party of its obligations herein, the date of such party’s performance may be extended for a period of time equal to the length of the delay so caused by the event of force majeure.  Such extension shall be conditional upon such party giving prompt written notice to the other party of the occurrence causing it delay and its expected duration. “Force Majeure” means an event beyond the control of the party invoking it and not attributable to the acts, omissions, or defaults of the said party, its employees or agents, which interrupts, delays or prevents, in whole or in part, the performance of that party’s obligations hereunder; without limiting the generality of the foregoing, Force Majeure may include one or more of the following events: Act of God or the public enemy, war, embargo, insurrection, riot, rebellion, social unrest, epidemic, flood, fire, explosion, lightning, earthquake, tornado, severe storm, court order, restrictions, enactment, amendment or repeal of laws or regulations of a governmental or public authority.  Upon the occurrence of a Force Majeure affecting a party’s ability to perform on time, a party may cancel any Shipment for which no Bill of Lading has been issued, or if a Bill of Lading has been issued, upon presenting the Bill of Lading to the other party to be amended and initialed by each party to cancel the Shipment.

Anti-Corruption, Code of Business Contact and Compliance with Laws
Each party shall, in connection with its business and operations and the provision of the Transportation Services, comply with all applicable anti-corruption and global integrity laws, and DTI may terminate upon notice to a party any request or order for services (including any Order Confirmation and/or Bill of Lading) without any penalty or payment if DTI has a good faith belief that such party has violated, intends to violate or cause violation of any such anti-corruption and/or global integrity laws.

Governing Law and Venue
a. All Contract Documents entered into in with entities resident in the United States are governed by and construed in accordance with the laws of the State of New York, USA. Any legal actions filed pursuant to and Contract Documents with US entities shall be brought in the courts of Buffalo, NY, USA.

b. All Contract Documents entered into with entities resident in any province or territory of Canada are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws therein.  Any legal actions filed pursuant to any Contract Documents with Canadian entities shall be brought in the courts of Toronto, Ontario, Canada.
c. These provisions survive any termination or expiry of these Terms, the Contract Documents or the Transportation Services.
Export Controls
All parties acknowledge that they, their actions and activities, and any products, services, and technology (“items”) sold or otherwise transferred under the Contract Documents, may be subject to Canadian, United States and/or other export controls, embargoes, sanctions and similar laws, regulations and requirements (“Export Controls”), as well as DTI’s export policies, controls, and procedures (“Export Compliance Requirements”).  Each party shall comply with, and follow DTI’s directions regarding, the Export Controls and Export Compliance Requirements and provide DTI with all information and documentation deemed necessary by DTI for DTI to comply with all such Export Controls including (without limitation) information relating to the identity of such party’s personnel, principals and others who will have access to the items; and otherwise support DTI regarding any audit or investigation relating to Export Controls.

Cross-Border Trucking Services
Special rules and requirements apply to cross-border Shipments. Carrier and Customer shall each become aware of and comply with applicable customs and import, export laws, rules, practices and regulations of the governmental authorities and obtain all licenses, permits or authorizations required by governmental authorities. Carrier and Customer are solely responsible for arranging customs clearance of the goods and for all customs brokerage costs; filing costs; and other costs associated with the government inspections or documentation requirements with respect to cross-border shipments. Carrier and Customer shall comply with all laws, regulations or requirements of customs and other authorities and shall bear and pay all duties, taxes, fines, expenses or losses incurred by reason of any illegal, incorrect or insufficient description, declaration, or marking of imported/exported goods and shall indemnify and hold DTI harmless in respect thereof.  Carrier and Customer shall be liable for return freight and charges on any Shipment refused export or import by any government. These provisions survive any termination or expiry of the Terms, the Contract Documents or the Transportation Services.

Data Privacy Consent
Customer, Carrier, Shipper and Consignee each consents to the collection, use, disclosure, processing and international transfer of data and information related to the business relationship between Carrier, DTI and/or Customer, including the transfer of personally identifiable data (for example names, email addresses, telephone numbers) to and between DTI and Customer and/or Carrier, and their respective affiliates wherever they may be located, in connection with the Transportation Services, any Shipment or any Contract Documents.

Conditions of Carriage
The conditions of carriage (Ontario Regulation 643/05 Carriage of Goods and uniform conditions of carriage) attached hereto as Annex A apply to each Shipment and the Transportation Services. These provisions survive any termination or expiry of the Terms, the Contract Documents or the Transportation Services.