Terms & Conditions

STANDARD TERMS, CONDITIONS, AND LIMITATIONS FOR THE SUPPLY OF SERVICES AND/OR PRODUCTS

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These terms and conditions (the “Agreement”) set forth the binding agreement between ANY AND ALL OF OUR COMPANIES LISTED BELOW (hereafter, the “Supplier”) and the Client named in the Sales Contract. For clarity, “Sales Contract” includes but is not limited to emails, transport and brokerage documents, and any other documents outlining the transaction between the Supplier and the Client regarding the specified services and/or products (the “S&P”).

The Client acknowledges that these terms are available at all times on the Supplier’s website and that by entering into the Sales Contract, the Client agrees to their incorporation. Unless modified by separate written agreement, these terms, together with the Sales Contract, represent the complete and exclusive agreement between the parties, superseding all prior negotiations, agreements, or communications. Any future modifications will be posted on the Supplier’s website, and the Client is solely responsible for reviewing such updates. The Client confirms they have reviewed these terms online, even if no printed copy has been provided or signed.

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LIST OF SUPPLIER COMPANIES

Galleon Customized Logistics Inc. (724894555)

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CLIENT OBLIGATIONS

1. Pay the price outlined in the Sales Contract.

2. Unless otherwise agreed in writing, payment is due within 30 days of the Supplier’s invoice date.

3. Payment cannot be withheld for any reason, including claims for loss, damage, or disputes. Disputes must follow Section 27 procedures.

4. The Client must not supply hazardous or dangerous goods; if they do, they bear all associated claims, costs, and damages.

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SUPPLIER OBLIGATIONS

1. The Supplier is only obligated to deliver the contracted S&P. Quoted prices remain valid for 15 days and are subject to change due to external cost variations (materials, taxes, permits, etc.).

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CLIENT’S DISCLOSURE DUTY

1. The Client must disclose any special characteristics or risks of their product (e.g., hazards, defects) and ensure adequate preparation or provide specific handling instructions in writing.

2. The Client must disclose any special transportation or legal requirements before entering the Sales Contract; undisclosed additional costs will be billed to the Client.

3. Products needing specialized lifting or handling must be identified in advance, with written agreements detailing requirements and costs.

4. Additional or specialized requirements must be clearly communicated and accepted in writing by the Supplier before the product arrives; otherwise, return costs fall to the Client.

5. The Client is solely liable for any direct or indirect damages or losses caused by failure to comply with Sections 6–9 and agrees to indemnify the Supplier.

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SUPPLIER’S LIMITED LIABILITY

1. While the Supplier takes reasonable precautions, unless there’s a specific storage agreement, the Supplier is not responsible for storage-related risks. The Client must maintain adequate insurance and waive subrogation claims against the Supplier, except in cases of gross negligence.

2. In the case of gross negligence, the Supplier’s liability is limited to the lesser of repair or replacement cost (up to $250,000 CAD), or, for transported goods, $2 CAD/lb or $4.41 CAD/kg, capped at $250,000 CAD.

3. The Supplier is not liable for damages from product stacking unless specifically instructed in writing.

4. The Client is responsible for inspecting the S&P before transport. Once the product leaves the Supplier’s facility (or upon Client sign-off at a third-party site), the Supplier has no further liability.

5. The Client indemnifies the Supplier for damages at the Client’s or third-party facilities unless caused by the Supplier’s gross negligence.

6. The Client will defend and indemnify the Supplier against third-party claims resulting from the Client’s fault or lack of disclosure.

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DELIVERY

1. If the Supplier cannot meet a specified delivery date, it will notify the Client as soon as possible with a revised date.

2. Upon notice, the Client may:
   a. Negotiate a new delivery date; or
   b. Cancel the contract by written notice, paying all costs incurred up to that point, without any price adjustment.

3. The Client waives any claims for damages due to delivery delays or failures.

4. If the Sales Contract is canceled, return costs are solely the Client’s responsibility.

5. If the Client cannot receive or arrange shipment on the agreed date, they bear all resulting costs (storage, removal, warehousing), payable immediately upon invoicing. The Supplier is not liable for any resulting loss or damage.

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CLIENT CLAIMS, NOTICE, AND TIME LIMITS

1. If the Client believes Supplier-caused damage occurred, the Client must:
   a. Report it in writing immediately, no later than 5 days after discovery;
   b. For transported goods, allow Supplier inspection before unloading;
   c. Permit Supplier inspection before making repairs;
   d. Notify their own insurers and any responsible third parties.

2. Failure to comply with these requirements bars any Client claims. The Supplier is not responsible for claims resulting from failure to notify insurers.

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INTELLECTUAL PROPERTY

1. All methodologies, processes, designs, and know-how used by the Supplier remain its intellectual property unless otherwise agreed in writing.

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GENERAL TERMS

1. Either party may claim Force Majeure for events beyond their control (e.g., war, strikes, disasters, government orders). Affected obligations are suspended, but incurred costs remain payable.

2. Both parties agree to maintain the confidentiality of all shared information.

3. This Agreement is governed by Quebec law, and disputes must be resolved in Quebec courts. Before litigation, the parties agree to attempt non-binding mediation.

4. No legal actions may be brought against the Supplier’s officers, directors, employees, agents, or affiliated companies.

5. In case of conflict between English and French versions of this document, the English version prevails.