Terms & Conditions

Oakroad Logistics Inc.

Services Terms and Conditions

These Terms and Conditions (“T&C”) govern the provision of transportation arrangement services by Oakroad Logistics Inc. (“Broker”) to any shipper, consignee, consignor, customer, or their agents (collectively, the “Customer”). By tendering freight, requesting Services, or otherwise engaging the Broker, the Customer agrees that these T&C apply to all shipments arranged by the Broker, whether within Canada, cross-border, or international, and further agrees that no terms or conditions in any document issued by the Customer shall alter or override these T&C unless expressly agreed in writing by an authorized officer of the Broker.

1. Scope of Services and Definitions

1.1 The Broker arranges for the transportation of goods (“Goods”) by duly authorized motor carriers (“Carriers”). The Broker is not a motor carrier and does not take possession of the Goods. The Broker’s role is limited to arranging, but not actually performing, the transportation of Goods (the “Services”).

1.2 For purposes of these T&C:
(a) “Goods” means any items, products, cargo, freight, equipment, or materials tendered for transportation under these T&C.
(b) “Customer” or “Shipper” means the contracting party, whether an individual, corporation, or other legal entity, and includes its employees, officers, directors, agents, successors, and permitted assigns, that has retained the Broker to arrange transportation services.
(c) “Carrier” means any motor carrier, drayage provider, cartage agent, or other subcontracted transportation provider engaged by the Broker to perform all or part of the transportation of the Goods.

1.3 The Broker may subcontract, co-broker, or otherwise engage third parties to perform the Services. The Broker shall use only Carriers that hold valid legal operating authority and maintain insurance coverage as required by applicable law and these T&C.

1.4 At no time shall the Broker be deemed a bailee of the Goods.

1.5 The Broker shall not be deemed to have possession, custody, or control of the Goods at any stage of the transportation, handling, or storage process, and shall not assume any liability arising therefrom.

2. Customer/Shipper Obligations

2.1 The Customer shall provide accurate and complete shipping instructions and shall properly describe, classify, and identify all Goods tendered to the Broker.

2.2 The Customer shall not tender restricted Goods, hazardous materials, dangerous goods, medicines, or food products without prior written disclosure to and acceptance by the Broker.

2.3 The Customer shall comply with all applicable statutes, regulations, and industry standards relating to the transportation of hazardous materials, dangerous goods, or cargo requiring special handling, including but not limited to requirements for classification, packaging, labeling, placarding, documentation, and Carrier notification.

2.4 If the Customer or Shipper loads the Goods onto the Carrier’s equipment, the Shipper shall:
(a) ensure the Goods are properly loaded, blocked, braced, and secured in compliance with all applicable standards;
(b) count and record the number of pieces loaded and apply a tamper-evident protective seal to the equipment; and
(c) inspect all containers, trailers, or other equipment provided and reject any that are unsuitable.
The Shipper shall be fully responsible for any loss, damage, injury, liability, or expense resulting from improper or inadequate loading, blocking, bracing, securing, or failure to reject unsuitable equipment.

2.5 If the Shipper requests that Carrier equipment be dropped at a location and left unattended, the Shipper assumes full responsibility for the equipment and shall pay for any loss of or damage to the equipment, Goods, or property occurring while the equipment is unattended.

2.6 The Customer shall comply with all customs, import, export, and documentation requirements and shall indemnify, defend, and hold harmless the Broker against any fines, penalties, claims, or liabilities arising from non-compliance.

2.7 If the Goods are subject to any law or regulation governing the transportation of food, perishable, or temperature-controlled products, the Shipper shall, in its request for Services and on the face of the shipment documentation, specify:
(a) the applicable regulations;
(b) all instructions required to be followed by the Carrier;
(c) temperature control requirements and supporting documentation;
(d) sanitation requirements and supporting documentation; and
(e) equipment specifications, cleaning, and maintenance procedures.
The Broker shall assist the Shipper in relaying such instructions to the Carrier. Unless otherwise noted on the shipment document at the time of pickup, equipment used to transport food shall be deemed acceptable to the Shipper. Before rejecting any portion of a food shipment, the Shipper shall, at its sole expense, arrange for inspection by a qualified independent expert. Nothing in these T&C limits the Shipper’s obligation to mitigate damages, including by salvaging portions of the Goods where feasible.

2.8 If the Shipper fails to provide complete, accurate, and timely instructions for the transportation of the Goods, neither the Broker nor the Carrier shall be liable for any resulting loss of, damage to, or delay of the Goods.

3. Motor Carrier Engagement

3.1 The Broker shall engage only Carriers that hold all authorizations, licenses, qualifications, and insurance coverage required by applicable law for the lawful provision of motor carrier services. The Broker may request, and Carriers shall provide, evidence of such authorizations and insurance, including current certificates and licenses.

3.2 The Broker will enter into written broker–carrier contracts (“Broker Carrier Contracts”) only with Carriers that comply with all applicable regulatory requirements. Each Broker Carrier Contract shall state that, pursuant to 49 U.S.C. § 14101(b), the parties expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B, to the extent such rights and remedies conflict with the terms of the Broker Carrier Contract.

3.3 Each Broker Carrier Contract shall require the Carrier to:
(a) provide, operate, and maintain safe, operational, and roadworthy equipment suitable for the transportation of Goods;
(b) maintain, at a minimum, the following insurance coverage at all times: Auto Liability of not less than CAD $2,000,000 (or USD $1,000,000 for U.S. carriers), Cargo Liability of not less than CAD/USD $100,000 per shipment, General Liability of not less than CAD/USD $1,000,000, and Workers’ Compensation coverage as required by applicable law; and
(c) furnish valid Certificates of Insurance upon request, naming the Broker as certificate holder, and promptly notify the Broker of any material changes or cancellations.

3.4 Carriers shall not re-broker, double-broker, assign, or subcontract any load tendered by the Broker without the Broker’s prior written consent. Any unauthorized re-brokerage, assignment, or subcontracting shall render the Carrier fully liable for all resulting damages, losses, or claims, in addition to any other remedies available to the Broker at law or in equity.

4. Payment Terms

4.1 Due Date. All freight and related charges are payable within thirty (30) days from the invoice date, unless otherwise agreed in writing. Payment must be made in full, without deduction, set-off, counterclaim, or withholding of any kind.

4.2 Late Payment. Any balance not paid when due shall accrue interest at a rate of two percent (2%) per month (24% per annum), calculated and compounded monthly, from the invoice date until payment is received in full.

4.3 Default and Remedies. If the Customer fails to pay any invoice in accordance with these terms:
(a) all outstanding amounts owed by the Customer to the Broker, whether due or not, shall become immediately payable;
(b) the Broker may, without prejudice to any other rights or remedies, suspend or withhold services, exercise lien rights over Goods in its custody, and/or terminate the agreement with the Customer; and
(c) the Customer shall be liable for all costs of collection, including but not limited to court costs, reasonable attorney’s fees, and third-party collection agency charges, incurred by the Broker in recovering overdue amounts.

4.4 Application of Payments. The Broker may apply any payments received from the Customer to the oldest outstanding invoices or in such order as the Broker, in its sole discretion, deems appropriate.

5. Lien Rights

5.1 General Lien. The Broker shall have a general and continuing lien on all Goods, documents, and property in its possession, custody, or control (whether belonging to the Customer or a third party) for any and all freight charges, storage charges, advances, expenses, or other sums owed to the Broker, whether arising under these T&C or otherwise.

5.2 Enforcement. If any such amounts remain unpaid for seven (7) days after written demand for payment, the Broker may, without further notice and without liability, sell, auction, or otherwise dispose of the Goods at public or private sale. The Broker shall have the right to determine the time, place, method, and conditions of such sale in its sole discretion.

5.3 Application of Proceeds. The net proceeds of any such sale or disposition shall be applied to amounts owed to the Broker, including reasonable costs of storage, handling, sale, and legal or collection expenses, with any balance to be remitted (if applicable) to the Customer.

5.4 Continuing Obligation. The exercise of lien rights by the Broker shall not discharge the Customer from liability for any deficiency if the proceeds of sale are insufficient to satisfy the amounts owed in full.

6. Cargo Liability & Claims

6.1 Loss, Damage and Delay. Since Broker is not a motor carrier, Broker is not liable for loss, damage, or delay in the transportation of Goods, except for its own proven negligence. Carriers shall be liable as follows:

6.1.1 Within the U.S. or from U.S. to Canada: Liability is limited to the full actual value of the Goods, up to a maximum of USD $100,000 per shipment, unless a higher amount is agreed to in writing by Broker and the Carrier.

6.1.2 Within Canada or from Canada to U.S.: Liability is limited to CAD $2.00 per pound of the shipment, up to a maximum of CAD $100,000 per shipment, unless a higher amount is declared in writing and additional insurance purchased.

6.1.3 Within Mexico: Liability is limited to loss or damage caused while the Goods are under the Carrier’s custody, up to fifteen (15) daily Units of Measurement and Update (UMAs) per ton of freight or four (4) UMAs per consignment for shipments weighing up to 200 kg. If the Shipper wishes the Carrier to assume liability for the full value of the Goods, the Shipper must declare such value in advance and either obtain appropriate cargo insurance directly or authorize the Broker to obtain such insurance at the Shipper’s expense.

6.1.3.1.UMA. “UMA” means the Unidad de Medida y Actualización, the daily monetary unit of measure established and adjusted annually by the Mexican government, which is used as the legal reference for calculating liability limits and penalties under Mexican law.

6.2 Claims Process

6.2.1 Notice of Claims. The Shipper must provide the Broker with written notice of any potential claim for loss, damage, or delay within thirty (30) days of delivery of the Goods, or within thirty (30) days of the scheduled delivery date in the case of non-delivery.

6.2.2 Concealed Damage. If loss or damage that could not reasonably have been discovered at the time of delivery (“concealed damage”) is subsequently identified, the Shipper must notify the Broker and Carrier in writing within five (5) business days of delivery. The Shipper shall allow the Carrier a reasonable opportunity to inspect the Goods before they are moved from the place of delivery or otherwise altered. Failure to provide timely notice or to permit inspection shall constitute prima facie evidence that the Goods were delivered in good condition and shall bar any claim for such concealed damage.

6.2.3 Filing of Claims. Formal written claims must be filed directly with the Carrier within nine (9) months from the date of delivery or scheduled delivery, except in the case of concealed damage as mentioned above in 6.2.2, or shipments within Mexico where claims must be filed within twenty-four (24) hours of delivery or scheduled delivery. Claims filed after these deadlines shall be time-barred.

6.2.4 Legal Action. Any legal action, arbitration, or other proceeding arising out of a cargo claim must be commenced within two (2) years from the date the Carrier formally denies the claim, failing which the claim shall be extinguished.

6.2.5 Subrogation. If the Broker pays any claim to the Shipper, the Broker shall be automatically and irrevocably subrogated to the Shipper’s rights against the Carrier and any other responsible parties, and is fully authorized to pursue recovery in the name of the Shipper or otherwise.

6.3 Liability Limits. Carriers are not liable for cargo loss or damage caused by: improper or insufficient packaging, loading, blocking, bracing, or securing; inherent vice or latent defects in the cargo; acts of God or force majeure; or acts or defaults of the Shipper, consignor, consignee, or cargo owner. Neither Broker nor the Carrier shall be liable for special, indirect, incidental, or consequential damages (including loss of profits, markets, or customers) unless the Shipper has informed Broker and the Carrier in writing of the specific nature and value of such potential damages and Broker and the Carrier have expressly agreed in writing to assume such liability. Neither Broker nor the Carrier shall ever be liable for punitive or exemplary damages.

6.4 Refused Shipments. If the Carrier cannot deliver Goods due to reasons beyond its control (including refusal of the consignee to accept the Goods), Broker will notify the Shipper. The Shipper will have twenty-four (24) hours to provide instructions regarding storage or re-routing. Upon such notice, Broker and the Carrier are released from further liability for the Goods and are authorized to store, return, or dispose of the Goods at the Shipper’s cost.

6.5 No Set-Off. The Shipper may not withhold, offset, deduct, or delay payment of freight charges on account of any pending, resolved, or potential claim. All freight charges shall remain payable in full when due, irrespective of any claim or dispute.

7. Salvage & Food Safety

7.1 Shipper Instructions. For shipments of food, perishable, temperature-controlled, or otherwise regulated Goods, the Shipper shall provide complete written instructions to the Broker and Carrier, including any applicable laws or regulations, handling and sanitation requirements, temperature settings and monitoring requirements, equipment specifications, and cleaning or maintenance procedures.

7.2 Carrier Compliance. Carriers engaged by the Broker shall comply with all applicable food safety laws and regulations, including without limitation the Safe Food for Canadians Act and the U.S. Food Safety Modernization Act (FSMA), as well as any additional requirements specified in the Shipper’s instructions.

7.3 Condition of Goods. Food or perishable Goods that are damaged, exposed to unsanitary conditions, temperature abuse, or other deviations may be deemed “adulterated” and unfit for human consumption. Unless expressly agreed otherwise in writing, the Shipper shall make the initial determination of salvageability and salvage value, provided that, if required by applicable law, insurance policy, or upon reasonable request of the Broker or Carrier, such determination shall be confirmed by a qualified independent expert or the applicable insurance company. Any salvage proceeds shall reduce the amount of a claim.

7.4 Inspections. Prior to rejecting any portion of a regulated food shipment, the Shipper shall, at its own expense, arrange for inspection by a qualified and independent expert.

7.5 Salvage and Disposal Costs. The Shipper shall be responsible for all costs associated with salvage, secondary market disposition, or disposal of rejected Goods, including transportation, storage, and destruction costs, unless otherwise agreed in writing.

8. Indemnification Clause

8.1 Customer Indemnity. The Customer shall indemnify, defend, and hold harmless the Broker, its affiliates, employees, officers, directors, and agents from and against any and all claims, actions, liabilities, damages, fines, penalties, judgments, costs, and expenses (including reasonable attorney’s fees and legal costs) arising out of or related to: (a) the Customer’s breach of these T&C; (b) misdescription, improper packaging, or non-compliance of the Goods with applicable laws or regulations; or (c) any act or omission of the Customer, its employees, agents, or subcontractors.

8.2 Carrier Indemnity. Each Carrier engaged by the Broker shall indemnify, defend, and hold harmless the Broker, its affiliates, employees, officers, directors, and agents from and against any and all claims, actions, liabilities, damages, fines, penalties, judgments, costs, and expenses (including reasonable attorney’s fees and legal costs) arising out of or related to: (a) the Carrier’s performance of transportation services; (b) loss, damage, or delay of the Goods while in the Carrier’s custody or control; or (c) personal injury, death, or property damage caused by the Carrier, its employees, agents, or subcontractors.

8.3 Duty to Defend. The indemnification obligations set forth herein include the duty to defend against claims as they arise, and include the obligation to pay all ongoing legal fees, expert fees, and litigation costs as incurred, whether or not the claim is ultimately successful.

8.4 Survival. The obligations in this Section 8 shall survive termination or expiration of these T&C.

9. Confidentiality & Non-Solicitation

9.1 Confidentiality. Each party shall treat as confidential and shall not publish, use, or disclose any non-public information of the other party obtained in connection with the contracting and performance of the Services, including but not limited to business, pricing, financial, operational, and technical information, except: (a) as required for the performance of obligations under these T&C; or (b) as required by law, regulation, or a court or governmental order, provided that the receiving party gives prompt notice to the other party prior to disclosure, unless prohibited by law. The confidentiality obligations in this Section shall survive the termination or expiration of these T&C.

9.2 Non-Solicitation / Non-Circumvention. During the term of these T&C and for a period of two (2) years thereafter, the Customer shall not, directly or indirectly, solicit, contract with, engage, or otherwise bypass the Broker by entering into any business relationship with any Carrier, vendor, or service provider introduced or made available to the Customer by the Broker.

9.3 Liquidated Damages. A breach of Section 9.2 shall entitle the Broker to liquidated damages equal to twenty percent (20%) of all gross revenues derived from such breach, which the parties agree is a fair and reasonable pre-estimate of the Broker’s lost profits and not a penalty, in addition to any other remedies available at law or in equity.

10. Force Majeure

10.1 Neither party shall be liable for delay or failure in performance caused by events beyond their reasonable control, including but not limited to natural disasters, strikes, lockouts, war, terrorism, pandemics, epidemics, acts of government, or transportation interruptions. Economic hardship, fluctuations in market conditions, or financial distress shall not constitute force majeure.

11. Governing Law & Dispute Resolution

11.1 Governing Law. These T&C shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein.

11.2 Mediation and Arbitration. Any dispute, controversy, or claim arising out of or in connection with these T&C, including their validity, interpretation, performance, or termination, shall first be submitted to mediation, and if unresolved, to final and binding arbitration, administered by the Centre de médiation de Montréal (CMM) in accordance with its rules. The seat of arbitration shall be Montréal, Quebec, and the language of proceedings shall be English or French, at the Customer’s election.

11.3 Courts of Quebec. Subject to Section 11.2, the courts of the Province of Quebec, judicial district of Montréal, shall have exclusive jurisdiction over any remaining matters. Each party irrevocably attorns to the jurisdiction of such courts.

12. International Shipments

12.1 For international shipments, these T&C incorporate by reference the CIFFA Standard Trading Conditions, as amended from time to time.

12.2 In the event of any inconsistency, these T&C shall prevail except where the CIFFA provisions are mandatory or provide greater protection to the Broker.

13. Assignment and Modification

13.1 The Customer may not assign or transfer its rights or obligations under these T&C without the prior written consent of the Broker.

13.2 The Broker may assign or transfer these T&C, in whole or in part, to an affiliate, successor, or acquirer without the Customer’s consent.

13.3 These T&C may not be modified or amended except by a written agreement duly executed by both parties.

14. Severability

14.1 If any provision of these T&C is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed, and the remainder of the T&C shall remain valid and enforceable to the fullest extent permitted by law.

15. Independent Contractor

15.1 The Broker is and shall remain an independent contractor.

15.2 Nothing in these T&C shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the Broker, the Carrier, and/or the Customer.

16. Notices

16.1 All notices by the Broker to the Customer shall be sent to the email address provided by the Customer when contracting the Services and shall be deemed received on the date sent, provided no bounce-back or error message is received.

16.2 All notices by the Customer to the Broker shall be sent to legal@oakroadlogistics.com, with acknowledgement of receipt, and must be delivered no later than two (2) business days after transmission.

16.3 If electronic delivery is not feasible, notices may be delivered to the physical address of the other party as last provided in writing, and shall be deemed received on the date of actual delivery.

17. Term

17.1 These T&C take effect upon the Customer’s acceptance of the Broker’s Services, including acceptance by electronic means or by tendering Goods to the Broker.
17.2 These T&C shall remain in force until termination of the Services.
17.3 Provisions which by their nature survive termination, including but not limited to confidentiality, indemnification, lien rights, and dispute resolution shall remain binding.

18. Waiver

18.1 The failure of Broker to enforce any provision of these T&C, or to exercise any right or remedy arising hereunder, shall not constitute a waiver of such provision, right, or remedy, nor shall it affect the right of Broker to enforce the same at a later time.
18.2 No waiver shall be effective unless made in writing and signed by the waiving party.

19. Headings

19.1 The section titles and headings in these T&C are provided for convenience only and shall not affect the interpretation or construction of any provision.

20. Promotional Information

20.1 The Customer agrees that the Broker may send informational or promotional communications to the Customer’s provided email address, in accordance with the Broker’s privacy policy and applicable privacy laws.
20.2 The Customer may opt out of such communications at any time by following the unsubscribe instructions provided therein.

21. Entire Agreement

21.1 These T&C, together with any rate confirmations or written supplements expressly agreed to by the parties, constitute the entire binding agreement between the Broker and the Customer with respect to the Services.
21.2 These T&C supersede all prior negotiations, representations, or agreements, whether written or oral, relating to the Services.