Carrier & Customer Terms and Conditions

TERMS AND CONDITIONS BETWEEN TRANSPORT SOOBZ INC. AND MOTOR CARRIERS

These terms and conditions between Transport Soobz Inc. and motor carriers (“Rules”) applies to all shipments of commodities (“Goods”) for which Transport Soobz Inc, Inc. (“Transport Soobz Inc”) engages the services of a motor carrier or freight forwarder (“Carrier”).

Carrier, by agreeing to perform transportation or related services (“Services”), is bound by these Rules and waives, pursuant to 49 U.S.C. § 14101(b)(1), any all rights and remedies that it may have under 49 U.S.C. §§13101 through 14914 that are contrary to specific provisions of these Rules.

1. Transport Soobz Inc. as Broker
Carrier acknowledges that Transport Soobz Inc is a transportation broker duly registered as a transport service intermediary with the Quebec Transport Commission and as a broker with the Federal Motor Carrier Safety Administration (“FMCSA”) under number MC1601219. Transport Soobz Inc 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.

2. Carrier
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. Scope
These Rules apply to all shipments tendered to Carrier by Transport Soobz Inc or by third parties on behalf of Transport Soobz Inc.

4. Incorporation of Transport Soobz Inc/Customer Terms and Conditions/Rules
Carrier acknowledges that Transport Soobz Inc and shippers, consignors, consignees, beneficial owners, and other parties requesting Services (“Customers”) will have entered into agreements, either by execution of written contracts or by incorporation of Transport Soobz Inc’s terms and conditions with Customers. To the extent that those contracts and/or terms and conditions affect the rights and obligations of Carrier, Carrier is bound by those contracts, terms and conditions. Transport Soobz Inc shall disclose to Carrier any applicable terms and conditions upon the written request of Carrier.

5. 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.

6. Services
6.1. Carrier must transport safely, promptly, and efficiently all shipments tendered to it by Transport Soobz Inc;

6.2. 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. Transport Soobz Inc 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;

6.3. Carrier will accept instruction for changes in delivery place or time from Transport Soobz Inc only. If Carrier accepts change instructions from parties other than Transport Soobz Inc, Carrier does so at its own risk and will forfeit its right to compensation for the shipment;

6.4. 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 (“CTPAT”) and the Free and Secure Trade initiative.

7. Carrier Compensation
7.1. Carrier agrees to invoice Transport Soobz Inc. within ten (10) days of delivery of a shipment. Each invoice must include an original or legible copy of the signed bill of lading, the signed delivery receipt(s) and any other billing documents reasonably requested by Transport Soobz Inc.

7.2. Provided such documents are received, Transport Soobz Inc. 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, Transport Soobz Inc will make payment to Carrier within thirty (30) days of receipt of Carrier’s bill of lading and delivery receipts;

7.3. Transport Soobz Inc 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;

7.4. Transport Soobz Inc is the sole party responsible for payment of Carrier’s charges. Carrier agrees not to seek payment from shippers, consignees, or any other parties;

7.5. 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 Transport Soobz Inc or any of its Customers, shippers or consignees. Carrier shall not withhold delivery of Goods due to any dispute with Transport Soobz Inc, a shipper, a consignee, or any other party.

8. No Back Solicitation
8.1. Acceptance by Carrier of a load offered by Transport Soobz Inc will constitute Carrier’s recognition that the shipper of the load is a Customer of Transport Soobz Inc.

8.2. Carrier agrees not to solicit, arrange for, or accept, directly or indirectly, loads from Transport Soobz Inc’s Customers from anyone other than Transport Soobz Inc;

8.3. In the event of a breach of this provision, Transport Soobz Inc will be entitled to a commission of 25% of the gross transportation revenue received by Carrier from Transport Soobz Inc’s Customer for a period of two (2) years after the last shipment, subject to these Rules, is delivered.

9. Bills of Lading and Other Shipping Documents
Carrier must issue a bill of lading for each shipment and provide Transport Soobz Inc with proof of acceptance and delivery of each shipment. Said bill of lading shall 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 Rules. If Transport Soobz Inc 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 Transport Soobz Inc and the Carrier under these Rules or the role of Transport Soobz Inc as a transport service intermediary or broker.

10. Cargo Loss, Damage, and Delay
10.1. Except as otherwise provided in these Rules, 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 Rules shall commence when Carrier takes possession and control of Transport Soobz Inc’s 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;

10.2. Carrier shall be liable for the total, actual value of the shipments tendered by Transport Soobz Inc 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;

10.3. If Carrier receives a sealed trailer, Carrier must not allow the seal to be removed or compromised without authorization in writing from Transport Soobz Inc or the owner of the Goods. Any failure to comply with this requirement will result in the Goods conclusively being deemed damaged in full;

10.4. 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, Transport Soobz Inc has the right to set-off the claim amount from money due Carrier;

10.5. Carrier shall not sell or attempt to sell any Goods that are the subject of transportation services governed by these Rules. In the event branded or labeled Goods are damaged, Transport Soobz Inc’s 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 Transport Soobz Inc’s claim against Carrier. If Transport Soobz Inc’s 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;

10.6. If Carrier’s failure to deliver a shipment as agreed results in a charge-back against Transport Soobz Inc or Customer, Carrier is liable for the amount of the charge-back;

10.7. 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.

11. 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 Transport Soobz Inc, shipper, consignee, or any other party.

12. Subcontracting
12.1. Carrier shall not broker, subcontract, or interline a shipment without the prior written approval of Transport Soobz Inc. If Carrier does so without authority from Transport Soobz Inc, neither Carrier nor the party performing services shall charge Transport Soobz Inc or its customers for such services. In addition, whether or not Carrier has Transport Soobz Inc’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;

12.2. Carrier shall not divert or reconsign any shipment except upon written instructions from Transport Soobz Inc. Carrier shall not accept instructions for diversion or reconsignment from any consignee without notice to Transport Soobz Inc, and written consent of Transport Soobz Inc.

13. Indemnification
13.1. Carrier shall indemnify Transport Soobz Inc 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 Rules;

13.2. Carrier shall defend, indemnify, and save Transport Soobz Inc, 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, proceedings for actions (including all reasonable expenses and attorneys’ fees) arising out of injuries to or the death of any person or persons, or arising out of loss or damage to the business or property of any person or persons, including the property of Transport Soobz Inc caused by or resulting, whether directly or indirectly, from the receipt, transportation and/or delivery of any shipment subject to these Rules 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 Transport Soobz Inc’s wrongful act or omission or negligence;

13.3. Carrier will hold harmless and indemnify Transport Soobz Inc 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.

14. Insurance
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

14.1. Worker’s compensation insurance which complies with all applicable provincial or state requirements;

14.2. Occurrence based commercial General Liability Insurance including blanket contractual coverage, with combined single limits of $1,000,000 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 Transport Soobz Inc and Carrier.

14.3. 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

14.4. Occurrence based cargo insurance with limits of liability of not less than $100,000 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 Transport Soobz Inc with proof of a fidelity policy or surety bond providing such coverage to the satisfaction of Transport Soobz Inc. Except for Worker’s Compensation Insurance, the above policies and certificates must name Transport Soobz Inc as an additional insured. Carrier Shall furnish to Transport Soobz Inc a copy of each such insurance policy and written certificate of insurance. All policies and certificates must require that the insurer provide Transport Soobz Inc at least thirty (30) days notice of any material changes or cancellation.

16. Relationship Between the Parties
The relationship of Carrier to Transport Soobz Inc shall at all times, be that of an independent contractor, except that Transport Soobz Inc will be the agent for Carrier for the collection and payment of charges to Carrier. The Carrier authorizes Transport Soobz Inc to invoice its Customers, the shipper or consignee for freight charges on behalf of the Carrier and the Carrier agrees that Transport Soobz Inc is solely responsible for payment of all freight charges to the Carrier.

17. Applicable Laws
These Rules shall be governed by and interpreted in accordance with laws of the Province of Quebec and the federal laws of Canada applicable within. All disputes arising under these Rules must be submitted to the jurisdiction of courts from the judicial district of Montreal, Province of Quebec or the Federal Court of Canada.

TRANSPORT SOOBZ INC.’S TERMS AND CONDITIONS

These Terms and Conditions (“Rules”) govern all shipments of commodities (“Goods”) for which Transport Soobz Inc. or one of its affiliates (“Transport Soobz Inc.”) arranges transportation or related logistics services for any shipper, consignor, consignee, beneficial owner or any other party requesting or using Transport Soobz Inc.’s services (“Customer”). To the extent Transport Soobz Inc. 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 Transport Soobz Inc.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 – Transport Soobz Inc., 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 Transport Soobz Inc.. Customer allows Transport Soobz Inc.to disclose business and financial confidential information to its credit insurers. Transport Soobz Inc.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 Transport Soobz Inc. 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. The customer will be liable for all related costs and expenses, including attorneys’ fees, costs, and collection agency fees related to Transport Soobz Inc.’s efforts to collect outstanding invoices.

Carriers – Transport Soobz Inc. will enter into relationships with Carriers, either by execution of written contracts or by incorporation of Transport Soobz Inc.’s Carrier Terms and Conditions.

Claims – Transport Soobz Inc. 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’). Transport Soobz Inc. has no responsibility, liability or involvement in the payment of Claims. This being said, Transport Soobz Inc. and Customer may agree that Transport Soobz Inc. will be Customer’s primary point of contact for any loss, damage or delay to cargo (“Cargo Claims”), for which Transport Soobz Inc.receives timely notification and pertinent information, and for which Customer cooperates with Transport Soobz Inc. If Customer wishes Transport Soobz Inc. to attempt to assist with processing of a Cargo Claim, Customer must notify Transport Soobz Inc. within thirty days of delivery or failed delivery. Customer must provide Transport Soobz Inc. with all supporting documentation, including, but not limited to, the following documents: 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 Transport Soobz Inc. or the Carrier may request. Customer acknowledges that its failure to promptly provide all requested document will result in a denial of the Claim.

Customer acknowledges that any Cargo Claims must be filed against the appropriate Carrier within 60 days of the date of delivery of Goods, or in the case of non-delivery, within 9 months of the date delivery should have been made. Notice to Transport Soobz Inc. does not constitute filing of claim with the Carrier. Transport Soobz Inc. is not responsible to file the claim with the Carrier. Any suit or other legal action to recover for cargo loss, damage, injury or delay, must be commenced against Carrier within the statutory limit allowed by law. The filing of a claim does not relieve the Customer for payment of freight charges. Freight payment is necessary in order for a Carrier to process a claim.

Transport Soobz Inc. and Carriers’ Liability – Customer acknowledges Transport Soobz Inc. and Carriers are not liable for the following: (1) damage or injury to Goods to the extent due to packaging, loading, unloading, blocking, bracing or securing of Goods; (2) inherent vice or defect in Goods, including rusting of metals, swelling of wood caused by humidity, moisture or condensation, or deterioration of perishable products; (3) an act of God or the public enemy; (4) any act or default of any Customer; (5) any act taken under authority of law; (6) any act of war or terrorism; or (7) loss of production, loss of profits, loss of business, penalties or indirect, special, incidental or consequential losses of any kind.

Transport Soobz Inc.’s Limitations of Liability – Customer acknowledges that Transport Soobz Inc.is a transportation broker and not a carrier. Unless otherwise agreed to in a signed writing between Transport Soobz Inc.and Customer, Transport Soobz Inc.’s cargo liability will 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 Transport Soobz Inc..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 Transport Soobz Inc. 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. Transport Soobz Inc.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 Transport Soobz Inc., Customer agrees these Rules are governed by the laws and regulations of the Province of Quebec and of Canada and all disputes arising out of it shall be brought in the judicial district on Montreal, Province of Quebec 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. Transport Soobz Inc. may modify these Rules from time to time, upon posting the most up to date terms and conditions on www.soobz.com. Such changes shall be effective for all transactions between Transport Soobz Inc.and Customer after the date of the posting.

Language – Les parties aux présentes ont demandé que les présentes soient rédigées en anglais seulement. The parties have requested that these Rules be drawn up in the English language.