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.
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.
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.
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 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.
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.
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. This being said, National Cold Chain and Customer may agree that National Cold Chain will be Customer’s primary point of contact for any loss, damage or delay to cargo ("Cargo Claims"), for which National Cold Chain receives timely notification and pertinent information, and for which Customer cooperates with National Cold Chain. If Customer wishes National Cold Chain to attempt to assist with processing of a Cargo Claim, Customer must notify National Cold Chain within thirty days of delivery or failed delivery. Customer must provide National Cold Chain 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 National Cold Chain 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 National Cold Chain does not constitute filing of claim with the Carrier. National Cold Chain 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.
National Cold Chain and Carriers’ Liability
Customer acknowledges National Cold Chain and Carriers are not liable for the following:
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 that National Cold Chain is a transportation broker and not a carrier. Unless otherwise agreed to in a signed writing between National Cold Chain and Customer, National Cold Chain’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 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.
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.