Standard Trading Conditions.

Effective: January 1, 2026.

These Standard Trading Conditions ("Conditions" or "STCs") govern all services provided by Setara Logistics Inc. ("the Company"). By instructing the Company to perform any service, the party giving instructions and any shipper, consignee, or owner of the Goods (each a "Customer") accepts and agrees to these Conditions. The Company is a member-style operator aligned with the Standard Trading Conditions published by the Canadian International Freight Forwarders Association (CIFFA), which the Company adopts in its tariff. Where there is any conflict between these Conditions and the CIFFA Standard Trading Conditions as adopted in the Company's tariff, the CIFFA Standard Trading Conditions govern.

The Customer's attention is drawn to the clauses below which exclude or limit the Company's liability and which require the Customer to indemnify the Company in certain circumstances.

1. Definitions

• Company means Setara Logistics Inc.
• Customer means any person at whose request or on whose behalf the Company undertakes any business, including the party giving instructions, the shipper, the consignee, and the owner of the Goods.
• Goods means cargo of any description tendered to the Company for handling, including any packing, containers, or equipment.
• Services means freight forwarding, customs brokerage arrangement, warehousing arrangement, road transport, and related logistics services arranged or performed by the Company.
• SDR means a Special Drawing Right as defined by the International Monetary Fund.
• Transport Unit means a container, trailer, flatbed, railcar, tank, or any other unit load device used for the carriage of Goods.
• Conditions means these Standard Trading Conditions as amended from time to time.

2. Application

These Conditions apply to all Services provided by the Company, whether the Company acts as agent or as principal. Where any mandatory legislation applies to a Service, these Conditions are read subject to that legislation, but nothing in these Conditions is a surrender of any right or immunity available to the Company under that legislation.

3. Role of the Company

The Company offers its Services as either agent or principal. The Company acts as agent of the Customer in arranging carriage, storage, customs clearance, and related services with third parties, except:

• where the Company issues a transport document (including a House Bill of Lading or House Air Waybill) by which it undertakes carriage as principal; or
• to the extent the Company physically handles Goods using its own employees and equipment, in which case it acts as principal.

Whether the Company acts as agent or principal, these Conditions govern the rights and liabilities of the Customer and the Company.

4. Claims against employees, agents, and sub-contractors

These Conditions also apply to any claim made against any employee, agent, or independent contractor engaged by the Company, whether the claim is founded in contract or in tort. The aggregate liability of the Company and any such person shall not exceed the limitations of liability in these Conditions. For purposes of this clause, the Company contracts as agent for all such persons, who may ratify such agency at any subsequent time.

5. Sub-contracting

The Company may perform any of its obligations by itself or through any parent, subsidiary, associated company, or other person, firm, or company. Any contract to which these Conditions apply is entered into by the Company on its own behalf and as agent for any such person, who is entitled to the benefit of these Conditions.

6. Quotations and rates

Quotations are given on the basis of immediate acceptance and are subject to withdrawal or revision until booked. Quotations are valid for the period stated, or 7 days if no period is stated. After acceptance, the Company may revise quotations or charges upon notice in the event of changes beyond its control, including changes in carrier rates, fuel surcharges, exchange rates, port and terminal charges, security charges, or any other charges applicable to the Goods.

7. Customer's general undertakings

The Customer is deemed competent and to have reasonable knowledge of matters affecting the conduct of its business, including terms of purchase and sale, the need for insurance and the extent of coverage available, the need to preserve documentation, and the need for confidential handling of high-value Goods. The Customer warrants that:

• it is either the owner of the Goods or the authorised agent of the owner, and accepts these Conditions both for itself and as agent for the owner;
• all information provided about the Goods, including their description, bar-coding, marks, numbers, weight, volume, and quantity, is accurate and complete at the time the Goods are taken in charge; and
• it will provide independent confirmation of such particulars on the Company's request.

8. Packing, loading, and verified gross mass

Unless the Company has accepted written instructions to prepare, pack, stow, label, or mark the Goods, the Customer warrants that the Goods have been properly prepared, packed, stowed, labelled, and marked for the intended carriage. Where the Goods are loaded into or on a Transport Unit by the Customer or on its behalf, the Customer warrants that the Transport Unit has been properly loaded, that the Goods are suitable for carriage in the Transport Unit, and that the Transport Unit is in a suitable condition. The Customer is responsible for timely communication of, and warrants the accuracy of, the verified gross mass of any container or Transport Unit and the identity of the person verifying it, and shall maintain documentation as required by law.

9. Dangerous goods

The Customer shall not tender for transport any Goods that are of a dangerous, inflammable, radioactive, hazardous, or damaging nature without giving full particulars to the Company in advance, including a current Safety Data Sheet and UN classification. The Customer shall mark the Goods and the outside of any package or container in accordance with applicable laws, including the Transportation of Dangerous Goods Act, 1992 (Canada) and its regulations for shipments originating in Canada, and IMDG, IATA-DGR, or other applicable codes for international movements. If the Customer fails to comply, the Customer shall indemnify the Company against all loss, damage, fines, or expense arising. Goods that in the opinion of the Company or any person having custody of them are or may become dangerous may at any time be unloaded, destroyed, or rendered harmless without liability on the part of the Company.

10. Goods requiring special arrangements

The Customer must give written instructions to the Company a reasonable time in advance where it requests the Company to arrange:

• departure or arrival of Goods before a specific date;
• Goods to be carried, stored, or handled separately from other Goods;
• transport of Goods that may taint other cargo, or harbour vermin or pests;
• a declaration of value or special interest in delivery to a carrier or terminal;
• carriers or delivery agents to hold Goods until payment or surrender of a document; or
• transport of unusually high-value Goods, luxury goods, currency, negotiable instruments, precious metals or stones, antiques, art, human remains, livestock, or plants.

If the Company does not accept any such instruction it will promptly so advise the Customer. If the Customer continues to use the Company's Services after such advice, the Customer assumes all risks connected with the non-performance of those instructions, whether caused by the Company's negligence or not.

11. Customs, duties, and regulatory filings

The Company arranges customs brokerage through a licensed customs broker partner and does not act as a licensed customs broker itself unless expressly stated in writing. The Customer is responsible for the accuracy of all information provided for customs entries, including HS tariff classification, country of origin, valuation, certificates of origin, end-use declarations, and any free trade agreement claims (such as CUSMA, CETA, CPTPP). The Customer authorises the Company and its broker partner to act on its behalf for the purpose of customs clearance and to file or arrange the filing of regulatory submissions with the Canada Border Services Agency (CBSA), U.S. Customs and Border Protection (CBP), and other agencies including the Canadian Food Inspection Agency, U.S. Food and Drug Administration, and U.S. Department of Agriculture as required.

12. Security filings (ACI, ISF, ENS)

The Customer is responsible for timely, accurate provision of data required for advance security filings, including Advance Commercial Information (ACI) eManifest for shipments inbound to Canada, the Importer Security Filing (10+2 / ISF) for ocean shipments inbound to the United States, and equivalent filings such as the EU Entry Summary Declaration (ENS) where applicable. The Customer shall indemnify the Company against any penalty, delay, or expense arising from the Customer's late or inaccurate provision of such data.

13. Insurance

The Company does not insure Goods unless the Customer instructs the Company in writing, in advance of tender, to arrange cargo insurance, and the Company agrees to do so. Where the Company arranges cargo insurance, coverage is subject to the terms and conditions of the underlying marine cargo policy. The Company acts as agent in placing insurance and is not an insurer. The Company is not liable for any failure by the Customer to recover under a policy, regardless of the difference between the premium charged by the insurer and any charge to the Customer. Where the Customer declines insurance arranged by the Company, the Company has no further duty regarding insurance and no liability for loss or damage that could have been covered, whether or not caused by the Company's negligence. See our Cargo Insurance page.

14. Charges-collect shipments

Where Goods are accepted on instructions to collect freight, duties, charges, or other expenses from a consignee or other person, the Customer remains responsible for those amounts if they are not paid by the consignee or other person when due.

15. Payment terms, currency, and taxes

Invoices are payable in Canadian dollars within 30 days of invoice date unless otherwise agreed in writing. Where the Customer pays in a different currency, payment is converted at the Company's then-current rate plus a reasonable conversion margin. Overdue amounts accrue interest at the lesser of 1.5% per month (19.56% per annum) or the maximum rate permitted by law. All charges are exclusive of Goods and Services Tax (GST), Harmonized Sales Tax (HST), Quebec Sales Tax (QST), and any other applicable taxes, duties, or levies, which the Customer shall pay in addition to the stated charges. The Customer shall pay all sums in cash or as otherwise agreed without reduction, withholding, set-off, counterclaim, or deferment.

16. Lien and right of detention

All Goods and documents relating to Goods are subject to a particular and general lien and right of detention in favour of the Company for all sums owed by the Customer, sender, consignee, or owner, whether or not those sums relate to the Goods then held. If sums owed remain unpaid for 10 days after the Company gives notice of the exercise of its rights, the Company may sell the Goods by private contract or otherwise at its sole discretion and apply the net proceeds against the sums owed. The Company is not liable for any deficiency or reduction in value on sale, and the Customer is not relieved from liability merely because the Goods have been sold.

17. Limitation of liability

Subject to any higher limit that is mandatorily applicable by law, the Company's aggregate liability for loss, damage, mis-delivery, non-delivery, delay, or any other claim arising under or in connection with these Conditions shall not exceed the lower of:

• 2 SDR per kilogram of the gross weight of the Goods that are the subject of the claim;
• 666.67 SDR per enumerated package of the Goods that are the subject of the claim; or
• 75,000 SDR per transaction.

Where loss or damage is known to have occurred during the carriage of Goods by an underlying carrier, and a mandatory international convention or national law applies to that carrier (including the Hague-Visby Rules or Hamburg Rules for ocean carriage, the Montreal Convention for international air carriage, and the applicable national road carriage regime), the Company's liability is governed by, and shall not exceed, the limit available to that underlying carrier under that convention or law.

Upon the Customer's written request and payment of the Company's additional charges, the Company may agree in writing to accept liability in excess of these limits.

In no event shall the Company be liable for indirect, consequential, special, incidental, punitive, or exemplary damages, including loss of profit, loss of market, loss of opportunity, loss of goodwill, or production downtime, however caused.

18. Notice of claim

The Customer shall notify the Company in writing of any claim:

• in case of loss or damage to Goods, within 7 days of completion of transit;
• in case of delay or non-delivery, within 45 days of the date when the Goods should have been delivered; or
• in any other case, within 45 days of the event giving rise to the claim.

Where a claim could not reasonably have been discovered within the applicable period, notice shall be given promptly on discovery. Failing such notice, the claim is barred.

19. Time bar

The Company is discharged from all liability under these Conditions unless suit is brought within 9 months from the date of delivery of the Goods, the date when the Goods should have been delivered, or, for claims not relating to loss of or damage to Goods, the date of the act or omission giving rise to the claim. Where a mandatory convention or law applies a different time bar (including the 1 year limit under the Hague-Visby Rules for ocean carriage and the 2 year limit under the Montreal Convention for international air carriage), that time bar applies in lieu of this 9 month period.

20. Indemnity

The Customer shall indemnify and hold harmless the Company against all duties, taxes, payments, fines, penalties, expenses, losses, claims, and liabilities, including storage, demurrage, detention, port, and terminal charges, and any liability to indemnify any other person, arising from or in connection with any Service provided under these Conditions, except to the extent caused by the negligence or wilful misconduct of the Company.

21. Force majeure

The Company is relieved of liability for any loss, damage, or delay caused by an event or circumstance beyond its reasonable control that could not reasonably have been foreseen or avoided, including: war, hostilities, invasion, civil unrest, terrorism, sabotage, or piracy; currency or trade restrictions, blockade, embargo, or sanctions; acts of any government or regulatory authority; epidemic, pandemic, natural disaster, extreme weather, fire, or explosion; failure or prolonged breakdown of transport, telecommunications, information systems, or energy infrastructure; port or terminal closure or congestion; labour disturbance, strike, lock-out, or go-slow; nuclear, chemical, or biological contamination; or any other event presumed to be force majeure under industry custom. In such circumstances the Company is entitled to modify its Services, procedures, rates, prices, and surcharges as it reasonably considers necessary and to be paid in full for charges so incurred.

22. Warehousing and freight remaining on board

Where the Company arranges storage or handling of Goods through a third-party warehouse, the warehouse's standard terms and conditions, including any limitations of liability and lien, apply directly between the Customer and the warehouse. The Company is not the warehouseman. Freight remaining on board (FROB) cargo, in-transit cargo, and cargo held pending clearance are at the sole risk and expense of the Customer.

23. Electronic communications and data

The parties agree that instructions, bookings, status updates, invoices, and other communications may be exchanged electronically (including by EDI, API, email, and portal), and that such communications have the same legal effect as written communications in accordance with the Uniform Electronic Commerce Act as adopted in the applicable province. The Customer authorises the Company to transmit shipment, customs, and security data to carriers, customs authorities, and other parties as necessary to perform the Services. The Company's Privacy Policy governs the collection, use, and protection of personal information.

24. Customary remuneration from third parties

The Company is entitled to receive and retain all brokerages, commissions, documentation allowances, profits on foreign exchange, and other remunerations paid by carriers or other third parties as is customary in the trade.

25. Trade compliance and sanctions

The Customer warrants that it, its affiliates, and the shipper, consignee, and owner of the Goods are not persons designated under, or owned or controlled by persons designated under, the economic sanctions or export-control laws of Canada (including the Special Economic Measures Act and the United Nations Act), the United States (including programs administered by the Office of Foreign Assets Control), the United Nations, the European Union, or the United Kingdom, and that the Goods, their end use, and the parties to the transaction do not violate any applicable sanctions, export-control, anti-boycott, or anti-money-laundering law. The Customer shall provide any licence, permit, or end-use information the Company reasonably requires. The Company may refuse, suspend, hold, or return any shipment, without liability, where it reasonably believes that proceeding would breach any such law or expose the Company to penalty. The Customer shall indemnify the Company against all loss, fine, penalty, or expense arising from a breach of this clause.

26. Confidentiality

Each party shall keep confidential the non-public commercial information of the other disclosed in connection with the Services and shall use it only to perform or receive the Services, except where disclosure is required by law or regulation, or is required by a carrier, customs authority, or other party in order to perform the Services. This clause does not apply to information that is or becomes public through no breach of this clause, or that a party already lawfully held. The Company's handling of personal information is governed by its Privacy Policy.

27. General

The Customer may not assign or transfer its rights or obligations under these Conditions without the Company's prior written consent; the Company may assign or sub-contract freely. No failure or delay by the Company in exercising any right is a waiver of it, and no waiver of any breach is a waiver of any other or subsequent breach. Notices to the Company must be in writing and sent to its registered office or to the contact stated on the Company's invoice. Except for the persons identified in clauses 4 and 5, who may enforce the clauses expressed to be for their benefit, a person who is not a party to these Conditions has no right to enforce any of them. Clauses that by their nature should survive termination, including those concerning liability, indemnity, lien, payment, confidentiality, and governing law, survive.

28. Governing law and jurisdiction

These Conditions are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. By accepting the Services, the Customer irrevocably attorns to the exclusive jurisdiction of the courts of Ontario and the Federal Court of Canada. Nothing in this clause prevents the Company from bringing proceedings to enforce a lien or to collect sums owed in any other competent court.

29. Language

These Conditions are issued in English. A French translation may be provided on request. In the event of inconsistency between the English and French versions, the English version prevails, save where mandatory law requires otherwise (including, for Quebec consumer contracts, the application of the Charter of the French Language).

30. Severability

If any provision of these Conditions is held invalid or unenforceable, that provision shall be severed to the minimum extent necessary and the remaining provisions remain in full force and effect.

31. Entire agreement and updates

These Conditions, together with the Company's tariff and any written booking confirmation or transport document, constitute the entire agreement between the parties in respect of the Services and supersede all prior representations and understandings. The Company may update these Conditions from time to time. The version in effect at the date of booking governs that shipment. The current version is published at setaralogistics.com/legal/terms.html.

32. Acceptance

By tendering Goods, issuing instructions, accepting a quotation, or paying an invoice, the Customer accepts these Conditions. Acceptance may be made electronically and has the same effect as a signed agreement.

Note: these Conditions are provided in plain English for clarity. The Company also operates under the full text of the CIFFA Standard Trading Conditions as adopted in its tariff, a copy of which is available on request. Where there is any conflict between these Conditions and the CIFFA Standard Trading Conditions as so adopted, the CIFFA Standard Trading Conditions govern.