Terms of Service

1. Acceptance of Terms

These Terms of Service as in effect on the date any Services are arranged and/or provided hereinafter (the “Terms”) and as revised and published at https://Gholialogistics.com/en/terms-of-service (the “Site”) govern all transportation, logistics, warehousing or other related services (the “Services”) arranged and/or provided by Gholia Logistics Inc., which term includes Third Parties (as defined below) used by the Carrier relating to the transport of goods (the “Carrier”) to the Customer, which term shall include the consignor, consignee, or owner of the goods, any person or entity who is or may become interested in the goods, or their transportation, and any person or entity at whose request or on whose behalf the Carrier undertakes the Services (the “Customer”). Reference to “goods” includes the actual commodities being transported as well as any packaging, pallets or containers.

These Terms are accepted by the Customer and incorporated into any agreement for Services by Carrier for Customer on the happening of any one or more of the following events: (1) Customer accepts a quotation, proposal or the Carrier’s offer to provide Service(s); (2) Customer authorizes the Carrier to provide Service(s); (3) Carrier provides Service(s) to the Customer at the Customer’s request; or (4) Customer accepts the benefit of the Service(s) provided by the Carrier (5) Customer tenders goods to the Carrier for Services.

In the event of any conflict between the Terms and (i) the applicable law (ii) any other term or condition contained in any load tender, bill of lading, delivery receipt or any other document issued by Customer (the “Other Documents”), (iii) any communication of acceptance of Carrier’s offer to perform services, (iv) any other document, agreement, bill of lading between the Carrier and Customer, then the Terms herein, to the extent permitted by law, shall govern. Even where no conflict exists, the Carrier shall not be liable for any terms, conditions that have not expressly been agreed to in writing by the Carrier. Notwithstanding the foregoing, in the event that Carrier’s offer to perform Services has been issued in response to Customer’s offer through a load tender process, and if any of the Terms herein add to, vary from or conflict with any terms of Customer’s offer, then the acceptance by Customer of the Carrier’s tender to perform Services shall constitute an acceptance of these Terms by Customer.

Any change or notation made on Other Documents that is in any way inconsistent with the Terms herein or that or purports to enlarge, modify, or change the Terms will be considered as a notation made for the private benefit and information of the Customer. Such a notation shall not be a part of any contract or agreement with the Carrier. Also, any changes made to Other Documents without the express written approval of the Carrier shall not be binding on the Carrier.

2. Application to Transportation Contracts

These Terms shall apply to all Services provided by the Carrier unless they are specifically excluded and shall supersede the terms of any other written transportation contract entered between representative of the Customer and Carrier, unless the Terms are expressly superseded or waived in the written transportation contract. If a written transportation agreement is silent on a matter or does not wholly disclaim these Terms, the provisions of these Terms shall apply with respect to such matter.

3. Use of Third Parties

The Carrier is authorized and shall have full discretion and authority to select and engage any other motor carriers, forwarders, customhouse brokers, agents, warehousemen and others (each a “Third Party” and, collectively, “Third Parties”) as may be required, to transport, store, deal with and otherwise provide the Services. The goods may be entrusted to any such Third Parties subject to all conditions as to limitations of liability for loss, damage and to all rules, regulations, requirements and conditions, whether printed, written or stamped, appearing in bills of lading, receipts or tariffs issued by such applicable Third Parties. Carrier shall in no event be liable for any loss, damage, expense or delay to the goods for any reason whatsoever when such goods are in the custody, possession or control of Third Parties selected by Carrier to forward, enter and clear, transport or render other services with respect to such goods. Notice by the Carrier to the Customer that a Third Party or Third Parties have been selected shall not be construed to mean that the Carrier warrants or represents that any such Third Party or Third Parties will render Services in any manner. It is agreed that any claim or demand for loss, damage, expense or delay shall be only against the carriers, motor carriers, forwarders, customhouse brokers, agents, warehousemen or others in whose actual custody or control the goods may be at the time of such loss, damage, expense or delay, and that Carrier shall not be liable or responsible for any claim or demand from any cause whatsoever, unless in each case the goods were in the actual custody or control of Carrier and the damages alleged to have been suffered are proven to be caused by the gross negligence or willful misconduct of Carrier, its officers or employees, in which event the limitation of liability provisions set forth in these Terms shall apply. Where the Carrier has selected a Third Party to transport goods, the Customer agrees that it will not insert the Carrier’s name as the “Carrier” on a bill of lading. Reference to the Carrier as the “Carrier” on any bill of lading will not impact the Carrier’s status as a broker of the shipment.

Customer's Covenants, Representation and Warranties:

The Customer makes the following Covenants, Representations and Warranties: (i) the Customer is the legally documented owner of all goods tendered to Carrier and/or is authorized by the owner of the goods to cause such goods to be stored or otherwise controlled by the Carrier; (ii) that it has the actual authority to accept the Terms for itself or as agent for owner of the goods and any other person involved in the transportation, including but not limited to the shipper, consignor, consignee, and others with an interest in the goods or Service(s) under these Terms; (iii) that the Customer has the actual authority to bind itself and those included in the definition of Customer, to these Terms and that they agree to be bound to these Terms; (iv) Customer, as defined herein, has the authority to grant the Carrier a general lien and security interest in the goods; (v) Customer will comply with all applicable laws/rules/regulations of any country to, from, through or over which the goods may be carried; (vi) Customer has and will provide complete, accurate and timely information regarding the goods; (vii) the Customer will provide all such information relevant to the performance of the Services and complete and attach all such documents as are necessary to legally complete the Service(s); (viii) all goods will be completely and accurately marked to enable identification of the contents without opening any shipping or storage container; (ix) the Customer will accurately measure the dimensions and weight of all goods and understand that the Carrier’s rate depends on the accuracy of the information provided; (x) that the goods given to the Carrier are transit worthy for the intended Service(s), (xi) that it has notified Carrier in writing of applicable laws, regulations and instructions governing the goods, (xii) that the goods given to the Carrier are in full compliance with declaration, marking, and all requirements of the respective U.S. and Canadian Customs Services, the U.S. Food and Drug Administration and Health Canada, and any other statutes, rules, and regulations of any Federal, state, provincial, and/or local authorities applicable to the Customer’s goods including without limitation the offering for transport of Hazardous and/or Dangerous Goods.(xiii) that the goods do not contain any illegal drugs, weapons, explosives, goods requiring “protective security service” or “armed guard surveillance service”, human remains, precious metals, bullion or currency, original works of art, collections, antiques, precious stones, hazardous substances, hemp or hemp-derived products including cannabis oil and/or other contraband (xiv) that all goods are properly and sufficiently prepared, loaded, packed, blocked and braced to prevent shifting and are accurately described labeled and/or marked on all the documents; (xv) that the Trailer, if applicable, is suitable to carry the goods (xvi) that the weight of the goods and the intermodal container/trailer will not exceed applicable weight limitations and will be accurately stated in Customer’s shipping instructions; (xvii) the labelling and markings on the goods are appropriate to any operations and transactions affecting the goods and the characteristics of the goods; (xviii) that it shall not, during the period(s) in which Service(s) are provided and for a period of (1) year following, directly or indirectly, whether for themselves or any other person or entity, without the prior written consent of the Carrier (1) employ, engage or contract; (2) solicit for employment, engagement or contract; (iii) encourage to leave their employment or engagement; or (xix) encourage to terminate their contract, any carrier, employee, driver, client, agent, representative, consultant or independent contractor of the Carrier with whom the Customer had contact during the providing of the Service(s) (xx) Customer shall pay for all transportation and accessorial charges where there has been an erroneous determination of freight charges assessed based on incomplete or incorrect information provided by Customer. If the description of Goods, weight or any other information on the bill of lading is found to be incorrect or incomplete, all transportation and accessorial charges shall be paid by Customer for the freight transported (xxi) the Customer shall not provide any documents, specie or articles of extraordinary value unless there is a special agreement in writing to do so that specifies the document, specie or article and the value;

4. Customer's General Responsibilities

(i) Customer is responsible for complying with all licensing, classification, valuation, marking and other Customs’ requirements, laws, regulations, and rulings enforced by any country having jurisdiction over a shipment, the laws and regulations of any applicable governmental agency, including but not limited to the U.S. Food and Drug Administration, and all other requirements, laws and regulations of any applicable country or governmental agency. (ii) Customer shall provide all information and instructions that are reasonably necessary for the Carrier to provide Service(s) to the Customer, in accordance with any applicable laws, rules, regulations or conventions. (iii) Customer will provide detailed and accurate descriptions of any goods tendered to Carrier as well as accurate weights (iv) Customer shall apply and pay for all licenses, permits or authorities required by governmental authorities to conduct the business and the transportation contemplated by Customer; (v) Customer shall not provide goods for shipment that will or would reasonably be expected to contaminate, taint, corrode, or otherwise adversely impact the quality or condition of other goods being transported, or the Trailer (vi) the Customer will obtain all necessary permits and authorizations necessary to ship the goods, such as but not limited to, export and import licenses and permits (vii) Customer shall ensure that goods are not in violation of any prohibitions on selling to any person on a U.S. or Canadian export control list. (viii) the Customer shall comply with United States, European Union, and United Nations export control and trade sanctions laws and regulations (ix) Customer shall ensure that neither its directors, officers, or subsidiaries are designated or sanctioned parties under Export Control and Trade Sanctions; (x) Customer agrees not to request services in connection with goods, countries, regions, and/or parties subject to Export Control and Trade Sanctions absent government authorization and compliance with law (xi) Customer acknowledges that the Carrier may refuse to receive, process, or release an order that appears to Company to involve goods, countries, regions, and/or parties subject to Export Control and Trade Sanctions; and (xii) to provide a reasonable time before export or entry, with complete and accurate information required by Export Control and Trade Sanctions, including product descriptions, quantities, weights, values, country of origin, harmonized tariff code, export classification, and any required government authorization (xiii) to ensure that the consignee or receiver is made aware that it is required to do a thorough inspection of the goods for visible damage at the time of delivery and to notify the Carrier by email as provided for herein of the damage within 24 hours from delivery (xiv) to cause the consignee or receiver to thoroughly examine and test the goods for concealed damage and report same to the Carrier by email within 48 hours of delivery as required by these Terms; (xv) to cause all empty trailers and containers tendered for loading to be inspected before loading and reject any equipment that is not in apparent suitable condition to protect and preserve the goods during transportation and will promptly notify the Carrier at the time of the inspection of any condition the unsuitability of the equipment failing which the Customer certifies that the trailer, containers and equipment are suitable for transportation; (xvi) If Customer requests that Carrier arrange for trailers or containers to be dropped off at a location for Customer’s convenience and left unattended, Customer will pay for loss or damage to such equipment occurring during or because of such possession or use; (xvii) Customer shall provide access to the facilities to load or unload tendered shipments that are in good and safe condition that comply with all applicable laws, codes and regulations. (xviii) to properly pack, load, block and brace the freight to withstand the ordinary rigors of transportation and cross-dock handling and to ensure that the Consignor, Customer and/or beneficial owner does so.

The Carrier shall not be responsible for and is forever released from any losses, claims, damages, expenses or costs arising from or in connection with the failure of the Customer to carry out its responsibilities herein.

5. Carrier's Rights, Responsibilities and Disclaimers

(i) the Carrier may refuse to provide Service(s) or accept goods for transport at any time(s) and for any reason whatsoever without any liability to the Customer in contract, or other legal theory of liability; (ii) where the Carrier accepts a shipment for transport that was not in a proper condition for safe transport, the failure of the Carrier to reject the shipment will not make the Carrier responsible for loss, damage, or injury resulting from improper packaging, loading, unloading, bracing, or securing of the goods by the Customer (ii) If the Carrier agrees to provide Services, the Carrier, shall subject to its right to refuse to provide the Service(s) as provided for herein, will arrange for providing Services in accordance with these Terms, within a reasonable time. (iii) If the Services to be provided by Carrier is to solely arrange for transportation of goods with another company, subject to its right to refuse to provide the Service as provided for herein, the Carrier will arrange such transportation with reasonable dispatch. (iv) the Carrier will inform other carriers only of the Customer’s instructions that are in writing and that the Carrier has accepted. In all other cases, the Carrier will have no liability relating to such instructions. (v) the Carrier may, in its discretion, refuse to pick up or make a delivery to locations to which it is impracticable or dangerous to operate vehicles due to, without limitation, condition of roads, alleys, riots, strikes, local, state or federal regulations restricting or prohibiting certain vehicles, commodities, services or if the Carrier perceives that there is a risk to environment, vehicle, goods, safety, health, vehicle operators, the general public or pose a security risk. (vi) Carrier may, in its sole and unfettered discretion, refuse to provide Services even after agreeing to do so and accepting goods for shipment, without any liability to Customer and the Customer hereby releases the Carrier from any and all liability whether in contract, tort, or other legal theory relating to such refusal; (vii) Carrier, its agents and Third Parties used in the providing of Services shall remain as independent contractors to the Customer. Any other Third Parties engaged by the Carrier, or their representatives shall not be deemed to be employees of the Carrier or involved in any joint venture or partnership with the Carrier. (viii) Carrier will provide Customer with proof of acceptance and delivery, if requested, subject to its usual and customary charges. (vii) for shipments moving intermodally by roadway, insertion of the Carrier’s name on the Bill of Lading as “Carrier” by any entity other than the Carrier will be for Customer’s convenience and will not be construed as the Carrier is the actual “carrier” of that shipment.

6. No Liability Events for Carrier

Carrier shall only be liable, subject to the limitations contained in these Terms, for loss, damage, injury or shortage to any goods or Customer where loss, damage, injury or shortage was caused by the Carrier’s gross negligence or willful misconduct. Carrier will not be liable for any claim for loss, damage, delay, loss, injury to the goods or to the Customer in the following circumstances or that were caused or contributed to by the following: (1) inherent vice or defect in the goods transported, including rusting of metals, swelling of wood caused by humidity, moisture or condensation, deterioration of perishable products; (2) heat, cold or change of altitude; (3) an event of Force Majeure; (as defined in these Terms); (4) goods that violate any applicable law or regulations; (5) events occurring before pickup or after delivery; (6) the freezing or overheating of goods shipped in dry trailers or containers unless Customer specifically requests freeze and/or heat protection services or before tendering the shipment to the Carrier in accordance with these Terms and pays additional charge for such services; (7) goods prepackaged, shrink wrapped prior to Carrier being given opportunity to inspect the goods; (8) goods packed prior to being made available to the Carrier for verification of quantity and their condition; (9) goods loaded by the Customer without the driver being present on the freight dock; (10) any action taken, damages, fines, or penalties assessed by any governmental body due to the Customer’s failure to comply with laws or breach of any Covenant, Representation or Warranty or the Customer’s General Responsibilities; (11) any documents, specie or articles of extraordinary value that are included in the goods unless there is a special agreement in writing to transport same that specifies the document, specie or article and the value; (12) where loading of goods by pallet jacks and forklifts precludes accurate count or confirmation of loading practices; (13) the goods were given to the Carrier with the trailer sealed; (14) breakdown or malfunction of refrigerated equipment or changes in temperature even if rates quoted are for temperature controlled equipment or temperature sensitive goods (15) any act, omission or default of Customer, including the consignor, the consignee, the beneficial owner of the goods or Third Party, such and without limitation: (15i) improper packaging, loading, unloading, blocking, bracing or securing of the goods by Customer or, as the case may be, by shipper, consignor or consignee; (15ii) shipments stopped and held in transit at Customer’s request; (15iii) goods not being accurately described by Customer; (15iv) goods loaded in a Trailer by the Customer so that the combined weight exceeds applicable weight limits; (15v) the fragility, perishability or other vice of the products was not expressly made aware to the Carrier or Servicing Carrier and the Carrier has not expressly in writing agreed to assume liability for same.

7. Rates and Schedules

Rates and schedules may be published in rate catalogues or sheets, on a customer specific basis or pursuant to a spot market rate quotation. Rates, service confirmations and quotations are good faith estimates based upon information provided to Carrier, but final rates and service may vary based upon the shipment actually tendered, unknown circumstances, incorrect or incomplete information, and any additional services not contemplated at time of tender. In addition to line haul or base transportation rates, unless otherwise agreed in writing, Customer agrees to pay the accessorial charges and fees set forth in Schedule A herein or otherwise agreed upon rates by Carrier and Customer shall govern. These rates are subject to change by Carrier at any time without notice. Unless otherwise expressly stated in the rate quotation or confirmation, any sales tax or other use or value-added taxes, duties or similar charges are not included and are in addition to any Rates.

8. Rate Adjustments

The agreed price for Service(s) is based on specific volumes, the price of fuel, labor, interest rates at the time of providing the Customer the price for Services. Notwithstanding anything herein to the contrary, Carrier shall have the right to increase the contracted price for Service(s) as follows: (a) in an amount equal to the percentage increase in the price of fuel as posted at *, calculated as the percentage difference between the price of fuel as of the date that the Carrier commences transportation and the price of fuel as of the date the price was quoted or contracted (b) increase in the Bank of Montreal’s prime lending rate, calculated as the percentage increase between the interest rate on the date the price was given to the Customer and the rate on the day that the Carrier commences transportation (c) any volume increase exceeding contracted freight with the increased rate being the greater of 25% of the gross order value or **** (d) any additional charges imposed on the Carrier by governmental regulations. This provision shall not entitle the Customer to refuse the Service or to terminate any contract for service.

9. Reliance on Customer's Instructions

Carrier may rely and act upon telephone, facsimile transmission and any other electronically transmitted instructions from or purporting to be from the Customer (including any purporting to be an authorized person of the Customer) and which the Carrier believes in good faith to be genuine, without any obligation to confirm the authenticity of the email and authority of the person purporting to be from the Customer. Customer is responsible to ensure the accuracy of and delivery of the instructions and notices to Carrier. Carrier shall not, in the absence of gross negligence or willful misconduct on its part or that of its employees, be responsible for failure, delays or errors in the receipt of such instructions. Customer agrees to maintain security systems, procedures and controls to prevent and detect (i) the theft of funds; (ii) forged, fraudulent and unauthorized instructions and electronic transfer of funds by anyone who is not authorized by the Customer; (iii) fraud or unauthorized access to the Service(s) by anyone who is not authorized by the Customer. The Carrier may establish a routine to verify the source and authenticity of instructions given and may verify an instruction before acting on it but it is understood that the Carrier is under no legal or contractual obligation to do so, however the Carrier may act on instructions that contain a verification routine and without checking the authority, without being liable for any damages that flow from its actions.

10. Wire transfers

Absent gross negligence or willful misconduct by the Carrier or any of its employees, Carrier shall not be responsible or liable for any damages, losses, expenses or the like that the Customer may directly or indirectly incur or arising from or in connection with any wire transfer. Carrier shall not be responsible for any failure, unavailability or malfunction of communications, electronic or other equipment which may result in mis-delivery, non-delivery or delays in delivery of the funds transferred nor shall it be held responsible for the insolvency, neglect, conduct, mistake, default, delay, misappropriation, negligence or breach of contract by any other bank, entity or person, in connection with the wire transfer, without regard to any agency relationship those persons or entities may have with the Customer.

11. Electronic Communications

Carrier may maintain a database in respect of all your instructions, including recordings of telephone conversations. Carrier’s records will be conclusive and binding on you in any dispute, including in any legal proceeding, as the best evidence of your instructions and transactions, in the absence of clear proof that Carrier’s records are erroneous or incomplete. The Customer agrees that notwithstanding the risks associated with electronic communications, the Customer hereby authorizes the Carrier to provide such Service(s) in compliance with the procedures established by the Carrier from time to time. Any electronic communication that the Carrier receives from the Customer or in the Customer’s name will be duly authorized and binding upon the Customer. Carrier will be authorized to rely and act upon any electronic communication that purports to be from the Customer, without any duty or obligation to confirm the source or accuracy of the contents of the electronic communication.

12. Payment and Collection

Customer shall be unconditionally liable for all agreed charges, fees and costs without any legal or equitable right of set-off of any kind or for any reason for any disputes or claims, including freight claims, claims of overcharges, duplicate payments, disputed invoices or any amount alleged owed. Absent a written waiver by Carrier, payment is due upon goods reaching the destination. Interest at the rate of 2% monthly (24% annually) on all outstanding balances from the date the invoice is due to the date the payment is received. In no event shall Customer remit payment to any other entity or person other than the Carrier with respect to the Service(s) and any such payment shall not relieve the Customer of its obligation to pay the Carrier.

Any discrepancies or disputes for overcharge, overpayment, refund, or other billing disputes shall be made by the Customer with the Carrier’s accounting department, in writing, within 30 days from invoice date and in case of overpayment within 30 days of the overpayment, and shall, without exception, be accompanied with the original freight bills, details of payments made, along with all other documents or data in the possession of the Customer to substantiate its claim for overcharges, overpayment, refund or other billing dispute. The parties agree that any disputes for overcharge, refund or other billing disputes brought to the attention of the Carrier that are not properly made with the 30-day period herein and/or without all the required documentation as provided for herein shall be forever barred and the invoices shall be final, conclusive and binding on the Customer. Customer waives any right to pursue a claim for overpayment, overcharge, refund claims or other billing dispute through the Dispute Resolution process under these Terms, that were not validly raised as required by this paragraph. It is agreed that a pending claim for overpayment, overcharge, refund or other billing dispute cannot be used as an excuse for late or non-payment of any amount owed by the Customer to the Carrier.

Customer agrees that notwithstanding any specific direction by the Customer as to the application or allocation of payments made by the Customer or with respect to any credit owing to the Customer, any payments made by the Customer or credits owing to the Customer shall be applied in the following order: (i) interest owing; (ii) attorney fees, collection agency fees/commissions, court costs and related administrative fees and costs associated with collection or attempted collection of past due bills, (iii) unpaid invoices in order of the oldest to the most recent (iii) held by Carrier towards future obligations of Customer to make shipments pursuant to a written transportation agreement.

If Customer’s account is past due, Carrier shall have no obligation to refund any overcharges. Carrier, in its sole discretion, may apply any overcharge amounts or other payments the Carrier agrees it owes to the Customer, against the outstanding invoices. In any steps or proceeding taken to recover unpaid amounts from the Customer, the Carrier shall be entitled to interest, reimbursement for attorney’s fees incurred, collection agency fees/commissions, court costs and any related administrative fees and costs associated with the collection or attempted collection of past due bills before and after any proceeding was commenced for collection.

13. Terms for Intermodal Transportation

Where any intermodal services are arranged by Carrier through a rail servicing carrier (“Rail Servicing Carrier”), such transportation shall also be subject to the terms, conditions, requirements, limitations, restrictions and procedures of the applicable Rail Servicing Carrier’s intermodal directory, rules & policies/procedures, tariff, shipping guide or agreement in effect at the time of shipment and published on the Rail Servicing Carrier’s website (the “Rail Conditions”). By tendering goods to the Carrier for intermodal transportation, the Customer will be conclusively presumed to have agreed to and will be obligated to comply with the Rail Conditions and the following additional responsibilities:

All goods are packaged, loaded, blocked and braced within the intermodal container for intermodal transport in accordance with applicable industry standards, including the Intermodal Loading Guide of the Association of American Railroads, the Rail conditions and other guidelines of the applicable Rail Servicing Carrier.

Weight of goods and intermodal container shall not exceed applicable weight limitations and are accurately stated in the shipping instructions.

No hazardous wastes, explosives, metal coils, scrap metal or parts and other compounds that may contaminate the container for future use shall be put into the container. Customer will comply with Rail Conditions with respect to goods designated as restricted

Customer to pay for all drayage, loading and unloading charges, storage and equipment use charges, train set outs, custom brokerage costs, filing costs and other costs association with any inspections or documentation requirements assessed by Rail Servicing Carriers with respect to the cross-border shipment.

To pay applicable intermodal-specific fuel surcharges and/or accessorial charges and any additional set out in these Terms and as also included in a rate confirmation or spot quotation by Carrier to another Service Carrier. Customer also to pay any additional charges levied on Carrier under the Rail Conditions and not accounted for in the agreed-upon rate.

14. Lien on Property

Customer grants the Carrier a security interest in as well as a particular and general continuing lien and right of detention (the “Security Interest and Lien”) in any and all goods transferred to the possession of the Carrier for the Service(s), including the documents related thereto), then or thereafter in the Carrier’s possession, custody, constructive possession, control or en route (the “Collateral”). This Security Interest and Lien shall be in addition to any other rights the Carrier has or may have under the common-law and under any agreements and such Security Interest and Lien shall survive delivery or release of any specific property of the Customer. The Security Interest and Lien shall secure any particular or general balance and all other monies owed by the Customer to the Carrier for charges, after the date of the Carrier’s receipt of the goods, for transportation, storage, costs, attorney fees, expenses and advances incurred by the Carrier in connection with the Service(s), whether then due or not, by the Customer, sender, consignee or owner of the goods to the Carrier. If the monies remain unpaid for 10 days after the Carrier sends notice of the exercise of its rights by any means of communication reasonable in the circumstances, the goods may be sold by private contract or otherwise in the sole discretion of the Company, and the net proceeds applied to the account of monies owing. The Carrier will not be liable for any deficiencies or reduction in value received on the value received on the sale of the goods nor will the Customer be relieved from the liability merely because the goods have been sold. The Security Interest and Lien shall continue even if the goods are previously delivered by Carrier.

36. Dispute Resolution

Any and all disputes between the Customer and Carrier arising out of, relating to, or in connection with the Services, these Terms, or in respect of the legal or business relationship associated or derived from this Agreement including any disputes regarding the interpretation and validity of this Agreement (the “Dispute”), which cannot be resolved by agreement, will be finally resolved in accordance with the following rules and procedures: 1. Any and all disputes shall proceed to a minimum 3-hour mediation before a mediator jointly agreed to by the parties, before the matter may be determined by the Arbitrator. The costs of the mediation are to be equally shared by the Customer and the Carrier. 2. Any and all Disputes that could not be resolved by mediation shall proceed to be determined by a single arbitrator with the application of the Simplified Arbitration Rules of the ADR Institute of Canada Inc. The Seat of the Arbitration will be Brampton, Ontario Canada. The language of the Arbitration will be English. The Arbitration shall be subject to the following provisions:

a. The party desiring arbitration shall select an arbitrator and shall notify the other party in writing of such selection. The notice shall set forth a brief description of the matter in dispute and if appropriate, the section or article hereof pursuant to which such matter is so submitted. The other party shall, within 5 days after receiving such notice, select an arbitrator and the two shall select a Chairman of the Arbitral Tribunal to act jointly with them. If said arbitrators are unable to agree on the selection of such Chairman shall be designated by a judge of the Ontario Superior Court of Justice upon an application by the Carrier or Customer. The Arbitration shall take place by electronic means by zoom, unless the parties agree otherwise. The decision of the arbitrators and the Chairman or any two of them in writing shall be binding upon the parties both in respect of procedure and the final determination of the issues therein. The said Arbitrators and Chairman shall, after hearing any evidence and representations that the parties may submit, make the decision and reduce the same to writing and deliver one copy thereof to each of the parties. The majority of the Chairman and arbitrators may determine any matters of procedure for the arbitration not specified herein.
b. If the party receiving notice of the selection of an arbitrator by the party desiring arbitration fails within the said five days to nominate an arbitrator, the arbitrator selected by the party desiring the arbitration shall proceed alone to determine the Dispute in such manner and at such time as the arbitrator shall think fit and the arbitrator’s decision shall, subject to the provisions, hereof, be conclusive, final and binding on the parties. Notwithstanding the foregoing, any arbitration bay be carried out by a single arbitrator if the parties so agree, in which event the provisions of this section shall apply mutatis mutandis.
c. The costs of the arbitration shall be borne and paid by the parties, as follows: i. Each party is responsible for its own legal costs. ii. Any common costs, including arbitrator’s fees shall be equally shared as between the parties.
d. If a party fails to pay its share of the common arbitration costs, it shall not be permitted to advance its claim or defense and the Arbitrator shall upon a motion by the other party make an Order providing that unless the amount is paid that the defense or claim shall be struck and the Arbitrator shall proceed to determine the matter based on the materials before it and without the participation of the party in default.
e. There shall be no appeal of the arbitrator’s award on any basis.
f. The arbitration, including the evidence presented at the arbitration shall remain confidential and shall not be disclosed outside of the arbitration except to the party’s legal counsel for the purposes of the arbitration.
g. If any arbitrator is unable or unwilling to accept the nomination, the party that so selected the arbitrator shall be permitted to name another selection.
h. Any arbitration under these Terms shall take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both parties agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

37. Other Provisions

(i) The Carrier reserves the right to inspect shipments at the discretion of the Carrier. However, the Carrier is not obligated to perform an inspection (ii) the Carrier reserves the right to reweigh or remeasure freight to ensure accuracy of freight weight and dimensions. If the weight or measurements are different from those given by the Customer, the Carrier’s fees are subject to change.

38. Limitation Period For Disputes

No arbitration or other proceeding, judicial or otherwise as permitted by these Terms (the “Proceeding”) shall be commenced by the parties, related to, arising from or in a way connected to the business relationship arising from the Services or these Terms, unless commenced within: (i) 9 months after the date of delivery of goods for claims to damage to goods; (ii) 9 months from the date the goods should have been delivered for claims for delay in delivery or loss of goods; (iii) for claims regarding overpayment by Customer and overcharge by Carrier, within 90 days after the date of the overcharge or overpayment (iv) 2 years from date of invoice for non-payment by Customer for Service(s) provided by Carrier. The Parties agree that this provision shall have the effect of reducing the applicable statutory limitation period to the periods set out herein. To the extent permitted by applicable Law, the expiration of time limits in this section will be a complete and absolute defense by the parties to any Proceeding regardless of any extenuating or mitigating circumstances or excuses of any nature whatsoever.

39. Entire Agreement and Severability

In the event that any portion of these Conditions results in a violation of any law, or any provision is determined in a Proceeding to be invalid or unenforceable, the Parties agree that such portion or provision will be severable and that the remaining provisions of these Terms will continue in full force and effect. The representations and obligations of the Parties will survive the termination of these Conditions for any reason. These Terms and any Carrier issue rate quotation or confirmation and the documents reference herein constitute the full and complete understanding and agreement of Customer and Carrier and supersedes all prior understandings, whether oral or written. Carrier has not made any representation, promise, inducement or statement which is not stated in these Terms. The Carrier will not be bound by or liable for any alleged representation, promise, inducement or statement of intention not so stated in this Agreement.

40. Modifications of Terms and Conditions

The Carrier shall have the right to amend, supplement, or delete any or all the Terms herein at any time(s), without prior notice and in its sole discretion. Any changes will take effect at 12:01 am. EST as of the Effective Date shown on the Terms posted on the Site. The Customer represents that it has reviewed the Terms in effect and posted on the Site prior to requesting and/or receiving any Service(s) and agrees to be bound to the Terms then in effect at the time of the Service. The posting of the revised or updated Terms shall be sufficient notice to the Customer of the modifications, without the need for the Carrier to advise the Customer that changes/revisions have been made.

Last updated: March 15, 2021

For questions regarding our Terms of Service, please contact:

sales@gholialogistics.com

These Terms of Service are subject to change without notice. Please review periodically for updates.