Both the Client and the Customs Broker agree to be bound by the General Agency Agreement and Power of Attorney including the Standard Trading Conditions until one of the parties advises the other in writing that the General Agency Agreement and the Power of Attorney are terminated, subject to the provisions of paragraph 8 of the Standard Trading Conditions.  

1. Definitions
• "Canada Customs" means the Canada Border Services Agency, any other Agency or Department, and any other successor Agency or Department of the Government of Canada or any Province thereof having jurisdiction over imports and exports;
• "Client" is any person, firm, association, or corporation, or any other entity at whose request or on whose behalf, either directly or indirectly, the Customs Broker undertakes any business or provides advice, information or services;
• "Customs Broker" is the person, firm or corporation licensed by Canada Customs, or other authorized body, to engage in the business of a Customs Broker;
• "Customs Duties" means any duties, taxes and levies on imported goods under the Customs Act, the Customs Tariff Act, the Excise Act, the Excise Tax Act, the Special Import Measures Act or any other law relating to customs, excluding any penalties, interest or fines imposed under any of the aforesaid acts or any other law relating to customs;
• "Disbursements" means any payment made by the Customs Broker, on behalf of the Client, for any product or service rendered in connection with the facilitation of the import and export of goods including but not limited to Customs Duties, taxes, freight, storage, penalties, interest and fines and any other payments, including payments for goods on COD shipments made by the Customs Broker on behalf of the Client;
• "Services" shall mean those Customs Broker services contained in the Client Service Agreement which are agreed to by the Client and the Customs Broker.
   
2. Fees and Disbursements
1. The fees for Services shall be in accordance with the fee schedule as agreed upon between the Client and the Customs Broker as amended from time to time;
2. The Client shall pay to the Customs Broker all fees charged for the Services rendered by the Customs Broker to the Client;
3. Disbursements incurred by the Customs Broker on behalf of the Client shall be reimbursed to the Customs Broker by the Client.
    
3. Invoicing and Payment
1. The Customs Broker shall issue invoices to the Client for all fees and Disbursements pertaining to Services rendered to and on behalf of the Client;
2. All such invoices shall be payable upon receipt, or as otherwise agreed between the Client and the Customs Broker;
3. Interest on all late payments shall be paid at the rate set by the Customs Broker, as amended from time to time, upon which interest shall be charged commencing 14 days after the invoice date or as otherwise agreed;
4. In the event of default of payment by the Client, the Customs Broker, in addition to any other legal rights and remedies shall have the right to retain, in its possession, all goods of the Client which are in its possession and all goods of the Client which may, in the future, come into its possession. The right of possession shall include the right to sell the goods by public auction in the event that such default shall continue for a period of 45 days.
    
4. Advancement of Funds
1. Upon request by the Customs Broker, the Client shall provide to the Customs Broker, prior to the release of a shipment of the goods imported by the Client, sufficient funds to enable the Customs Broker to pay on behalf of the Client all Disbursements that are estimated by the Customs Broker to be payable on such shipment;
2. If, at any time, the Customs Broker or Canada Customs determines that additional funds are required with respect to goods imported by the Client, the Client shall upon demand advance such additional funds to the Customs Broker;
3. If after payment of Disbursements by the Customs Brokers concerning the goods imported by the Client any balance of funds remains outstanding to the credit of the Client, the Customs Broker shall return to the Client, unless instructed by the Client to the contrary, any remaining balance of funds;
4. If the Client fails to advance funds to the Customs Broker upon request by the Customs Broker as aforesaid, the Customs Broker shall have no obligation with respect to rendering Services concerning the goods for which advance funds had been requested by the Customs Broker.
    
5. Duties and Responsibilities of the Client
1. The Client shall:
1. provide to the Customs Broker on a timely basis all information necessary for the Customs Broker to provide the Services set out herein, including all information required to complete Canada Customs documentation and/or data requirements;
2. Promptly review all documentation and/or data and notify the Customs Broker of any inaccuracies, errors or omissions found therein and advise the Customs Broker promptly and within the time periods set out in paragraph 7 hereof. The Client acknowledges that the Customs Broker provides a cursory review of the information it receives from the Client, the carrier, the shipper or any other third party based upon its interpretation of such information;
3. reimburse, indemnify and save harmless the Customs Broker with respect to any of the matters set out in subparagraph (c) of this paragraph 5; and
4. indemnify and save harmless the Customs Broker against any and all actions, causes of action, claims, suits or demands of any nature whatsoever arising from third party claims which result from inaccuracies, mistakes or omissions in the information and documentation provided to the Customs Broker by the Client or its agents and relied upon by the Customs Broker.
5. not solicit or hire, directly or indirectly any employee of the customs broker during the term of this agreement or after the termination thereof.
2. The Client represents and warrants that it is the importer, exporter, or owner of the goods for which it has retained the Customs Broker; that it has full power and authority to retain, appoint as attorney and instruct the Customs Broker; and that all information provided to the Customs Broker shall be complete, true, accurate and timely and acknowledges that the Customs Broker shall be relying on such information to provide the services set out herein;
3. The Client shall be solely liable for:
1. any and all Disbursements made by the Customs Broker on behalf of the Client;
2. any Customs Duties, fines, penalties, interest or other levies imposed by Canada Customs or other Government Agencies or Departments and any loss or damage, with respect to the goods imported or to be imported into Canada, or exported or to be exported from Canada, by the Client; and
3. any loss or damage incurred or sustained by the Customs Broker in relation to the provision of Services to the Client herein.
    
6. Duties and Responsibilities of the Customs Broker
1. The Customs Broker shall at all times provide Services in a timely and professional manner in accordance with the generally accepted standards of the Canadian customs brokerage industry and in compliance with all applicable laws and regulations of Canada and any Province or Territory thereof;
2. All information pertaining to the Client shall be kept confidential by the Customs Broker and his sub-agent, if applicable, and shall only be released as required by law, subject to instructions from the Client to the Customs Broker to release the information to third parties;
3. The Customs Broker shall take all reasonable steps to provide Services in accordance with the instructions from the Client, provided however, that should the Customs Broker reasonably consider that it is in the interest of the Client to depart from the Client's instructions, the Customs Broker shall have the authority to do so and shall be indemnified and saved harmless by the Client for so doing;
4. The Customs Broker shall provide to the Client in respect of each transaction made on the Client's behalf a copy of the accounting documents and/or data pertaining thereto;
5. The Customs Broker shall promptly account to the Client for funds received to the extent that these funds are:
1. for the credit of the Client from the Receiver General for Canada; or
2. from the Client by way of advances provided in paragraph 4 hereof in excess of the Disbursements payable in respect to the Client's business with Canada Customs or other Government Agencies or Departments.
6. The Customs Broker shall not be liable for any error in judgment or for anything which it may do or refrain from doing or for any resulting direct, indirect, consequential, punitive or exemplary damage or loss caused by the negligence of the Customs Broker or by an act of God or other act or cause beyond the reasonable control of the Customs Broker even if the Customs Broker has been advised of the possibility of such damage or loss. The Customs Broker shall not be liable for any failure to provide the Services which is a result of the operation of the applicable laws of Canada or any other country or a change in the policies of Canada Customs.
    
7. Errors and Omissions
   Any errors or omissions on Canada Customs documents and/or data transmissions must be reported in writing to the Customs Broker by the Client as soon as possible but in any event within 20 days from the date of the Customs Broker’s invoice relating to the services. 
       Subject to the provisions of this paragraph and these Standard Trading Conditions, including without limitation the provisions of paragraph 6(f),the Customs Broker shall not be responsible for any errors or omissions unless the same are reported to the Customs Broker within the said 20 day period.
    
8. Termination  
   In the event that the General Agency Agreement and Power of Attorney is terminated and there are any outstanding matters pertaining to the Client for which the Customs Broker has been engaged by the Client and which will be handled by the Customs Broker, the General Agency Agreement and Power of Attorney shall continue in force with respect to such matters until such matters are concluded and payment by the Client to the Customs Broker of such funds as may be required to satisfy all outstanding payment liabilities of the Customs Broker to Canada Customs and others (including all fees and Disbursements) has been made by the Client.
    
9. Governing Law 
   The General Agency Agreement, the Power of Attorney and the Standard Trading Conditions will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties hereby irrevocably and unconditionally attorn to the jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom.
    
10. Severability 
    Each of the clauses of these Standard Trading Conditions is and shall be deemed to be separate and severable and if any provision or part of these conditions is held for any reason to be unenforceable, the remainder of these Standard Trading Conditions shall remain in full force and effect.