Service Terms & Conditions

Last Updated: May 2026

By requesting or accepting services from Landrun Logistics Inc. ("Landrun"), the Customer or Carrier (as applicable) agrees to the following terms and conditions of service ("Terms").

Landrun may from time to time change these Terms. Any changes are effective immediately upon publication on our website at www.landrunlogistics.ca/terms-conditions.

1.

Definitions and Scope

1.1 Definitions

These Terms govern the provision of Services by Landrun Logistics Inc. operating under MC# 1815989. Landrun acts as a transportation broker arranging for motor carriage of Goods within Canada, the United States of America ("U.S.") and Mexico ("North America"). Landrun's responsibility is limited to arranging for, but not actually performing, transportation of Goods.

"Goods"means the cargo or freight in respect of which you have contracted Landrun Services.
"Services"means the brokerage services provided by Landrun in arranging for transportation of Goods.
"Customer" or "Shipper"means the person or entity who has engaged Landrun to arrange transportation of Goods.
"Carrier"means any motor carrier with whom Landrun has contracted to provide transportation of Goods.

1.2 Broker Status

Landrun is a licensed property transportation broker and is not a motor carrier. Landrun does not own, operate, or control any transportation equipment. The insertion of Landrun's name on bills of lading, rate confirmations, or other shipping documents does not change Landrun's status as a broker.

2.

Customer/Shipper Obligations and Terms

2.1 Shipping Instructions

Customer must provide complete and accurate shipping instructions including: complete origin and destination addresses with contact information; description of Goods including weight, dimensions, piece count, and commodity; special handling requirements; pickup and delivery dates and times; and value of Goods if insurance coverage above standard limits is required.

2.2 Restricted and Regulated Goods

Customer shall not tender hazardous materials, dangerous goods, temperature-controlled commodities, food products, pharmaceuticals, or other restricted goods without providing Landrun with:

(a)Complete commodity information and proper classification;
(b)All required documentation, placarding, and labeling requirements;
(c)Special handling and temperature control instructions;
(d)Equipment specifications and cleaning/sanitation requirements.

Customer must comply with all applicable laws relating to the transportation of such goods including but not limited to Transportation of Dangerous Goods Act (Canada), 49 CFR (U.S.), and Food Safety Modernization Act requirements.

2.3 Loading and Securing

If Customer loads the Goods onto Carrier's equipment, Customer shall:

(a)Ensure proper loading, weight distribution, blocking, bracing, and securing in accordance with applicable regulations;
(b)Count and record pieces loaded and apply a protective seal to loaded equipment;
(c)Inspect containers and equipment and reject unsuitable equipment before loading.

Customer shall be responsible for any loss, damage, or expenses resulting from improper loading, securing, or weight distribution.

2.4 Drop Trailers and Unattended Equipment

If Customer requests equipment to be dropped at a location and left unattended by Carrier, Customer shall be responsible for any loss or damage to equipment or Goods occurring during the period the equipment is unattended. Customer shall maintain adequate security measures and insurance coverage for such equipment.

2.5 Consequences of Incomplete Instructions

If Customer fails to provide complete and accurate instructions for transportation of Goods, neither Landrun nor the Carrier will be liable for cargo loss, damage, delay, or additional charges resulting from such incomplete or inaccurate information.

3.

Carrier Selection and Qualification

3.1 Carrier Authorization and Qualification

Landrun will engage only Carriers that possess the authorizations, qualifications, and insurance required by applicable law for the provision of motor carriage of goods. Landrun will request and verify:

(a)Valid operating authority (MC/MX number for U.S.-operating carriers, NSC number for Canadian carriers, or SCT authority for Mexican carriers);
(b)Current insurance certificates evidencing required coverage limits;
(c)Safety ratings and performance history as available through FMCSA SAFER, Transport Canada NSC database, or equivalent;
(d)Cross-border authority and ACE eManifest, PARS/PAPS capabilities where applicable to shipment.

3.2 Broker-Carrier Agreements

Landrun will enter into written broker-carrier contracts with Carriers that comply with applicable regulations ("Broker-Carrier Agreement"). Each Broker-Carrier Agreement will:

(a)Require the Carrier to provide safe, serviceable, and compliant equipment;
(b)For U.S. movements, state that pursuant to 49 U.S.C. § 14101(b), the parties waive all rights and remedies under Title 49 U.S.C., subtitle IV, part B, to the extent they conflict with the Broker-Carrier Agreement;
(c)Establish liability limits, claims procedures, and insurance requirements as set forth in Section 5;
(d)Include provisions for payment terms, freight charges, and accessorial charges.

3.3 Equipment Standards

Landrun requires Carriers to provide equipment that is safe, clean, suitable for the intended cargo, and compliant with all applicable equipment regulations. For temperature-controlled shipments, equipment must be capable of maintaining required temperatures. For food-grade shipments, equipment must meet sanitation standards.

4.

Carrier Terms and Obligations

4.1 Acceptance of Load Tender

By accepting a load tender from Landrun (whether via written rate confirmation, electronic acceptance, or physical pickup of Goods), Carrier agrees to be bound by these Terms, the applicable Broker-Carrier Agreement, and all terms specified in the rate confirmation for that shipment. Acceptance of a load constitutes Carrier's agreement to transport the Goods in accordance with the instructions provided and applicable law.

4.2 Operating Authority and Insurance

Carrier represents and warrants that it:

(a)Holds valid operating authority in all jurisdictions where it will operate;
(b)Maintains all insurance coverages as required in Section 5;
(c)Employs qualified and properly licensed drivers;
(d)Maintains equipment in safe and serviceable condition;
(e)Complies with all applicable safety regulations including hours of service, drug and alcohol testing, vehicle maintenance, and driver qualification requirements.

Carrier shall promptly notify Landrun of any suspension, revocation, or limitation of its operating authority or insurance coverage.

4.3 Cargo Care and Transportation

Carrier shall:

(a)Provide suitable equipment and verify count and condition of Goods at time of pickup;
(b)Protect Goods from loss, damage, and contamination during transportation;
(c)Maintain required temperatures for temperature-controlled shipments and provide temperature records when required;
(d)Comply with all cargo securement regulations;
(e)Deliver Goods to the consignee specified in shipping instructions within the time agreed;
(f)Obtain signed proof of delivery and provide same to Landrun within 24 hours of delivery.

4.4 No Rebroker or Double-Broker

Carrier shall not rebroker, subcontract, or arrange for transportation of Goods with any other carrier without prior written authorization from Landrun. Any unauthorized rebroker or double-broker constitutes a material breach. If Carrier rebrokers without authorization, Carrier:

(a)remains fully liable for performance and cargo claims;
(b)forfeits all freight charges for that shipment;
(c)shall indemnify Landrun for any claims, losses, or damages arising from such unauthorized rebroker.

4.5 Cross-Border Requirements

For cross-border shipments, Carrier must hold valid authority to operate in all countries involved and maintain required customs bonding. Carrier is responsible for ACE eManifest electronic filing (Canada-U.S.), PARS/PAPS procedures, Pre-Arrival Review System (PARS) clearance submissions, and CTPAT/CSA certifications where required. Carrier shall comply with all border crossing requirements and shall not cause delays due to lack of proper documentation or authority.

4.6 Communication and Tracking

Carrier shall maintain open communication with Landrun and provide timely updates including: confirmation of pickup with timestamp; en route updates as requested; notification of any delays or service failures; and confirmation of delivery with proof of delivery documentation. Carrier shall be reachable by phone and email during transportation.

5.

Insurance Requirements

5.1 Minimum Coverage Requirements

For Services within Canada and the U.S., Landrun will require Carriers to maintain insurance coverage with minimum limits as follows:

(a)Auto Liability: $1,000,000 USD minimum ($5,000,000 USD for hazardous materials or dangerous goods);
(b)Cargo Insurance: $100,000 USD minimum per shipment;
(c)Workers' Compensation Insurance: as required by applicable law.

For Services within or to/from Mexico, Broker-Carrier Agreements will require insurance coverage with limits not less than those required by the Federal Roads, Bridges and Trucking Law (Ley de Caminos, Puentes y Autotransporte Federal).

5.2 Certificate of Insurance

Carrier shall provide Landrun with valid certificates of insurance naming Landrun Logistics Inc. as certificate holder. Carrier shall provide thirty (30) days advance written notice of any cancellation, material change, or non-renewal of coverage. Any lapse in coverage shall constitute grounds for immediate suspension of Carrier from Landrun's carrier network.

5.3 Higher Value Shipments

Where the declared value of Goods exceeds the Carrier's cargo insurance limit, Customer may request additional cargo insurance coverage. Additional premiums for such coverage shall be borne by the Customer. Landrun will arrange for supplemental coverage only if Carrier agrees in writing to accept liability for the higher declared value.

6.

Payment Terms

6.1 Payment by Customer

Services shall be paid for in accordance with Landrun's prevailing rates and payment terms as agreed between Customer and Landrun. Landrun will provide Customer with invoices complying with all applicable tax and legal requirements including GST/HST and QST registration numbers.

Standard Payment Terms: Unless otherwise agreed in writing, all invoices are due and payable within thirty (30) days from the date of invoice (Net 30). A service charge of 2% per month (24% per annum) will be applied to all amounts outstanding beyond these terms.

In the event that collection efforts are required, Customer agrees to pay all reasonable collection costs including legal fees, whether or not litigation has commenced.

Payment of Services to Landrun fully discharges Customer and consignee of any liability to the Carrier for freight charges. Customer need not make duplicate payment to any Carrier for services arranged by Landrun.

6.2 Payment to Carrier

Carrier payment terms are established in the Broker-Carrier Agreement and applicable rate confirmation for each shipment. Payment shall be made only upon receipt of:

(a)signed proof of delivery;
(b)clean original invoice;
(c)any other documentation specified in the rate confirmation.

Landrun may utilize factoring or other payment mechanisms and Carrier acknowledges that assignment of freight charges to a factoring company does not relieve Carrier of its obligations under these Terms.

6.3 Freight Charge Disputes

Any disputes regarding freight charges must be raised in writing within fifteen (15) days of invoice date. Failure to dispute charges within this period shall constitute acceptance of the charges as accurate. Undisputed portions of invoices remain due per the original payment terms.

7.

Liability, Loss, Damage and Claims

7.1 Broker Non-Liability

Since Landrun is a transportation broker and not a motor carrier, Landrun is not liable for loss, damage, or delay to Goods during transportation. Liability for cargo loss, damage, or delay rests with the Carrier actually performing the transportation. Landrun's obligations are limited to using reasonable care in selection of qualified Carriers and arranging transportation in accordance with Customer's instructions.

7.2 Carrier Liability Limits

Carrier liability for cargo loss or damage is limited as follows:

(a)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 $100,000 USD per shipment. The limit can be higher if Landrun accepts a higher declared value in writing and the Carrier agrees to such higher liability.
(b)Within Canada or from Canada to U.S.: Liability is limited to $2.00 CAD per pound times the weight of the lost or damaged goods, unless a higher declared value is accepted in writing.
(c)Within or to/from Mexico: Liability is governed by Mexican transportation law including limits under the Federal Roads, Bridges and Trucking Law. Shippers requiring full value coverage for Mexican movements should arrange supplemental cargo insurance.

7.3 Carrier Liability Exclusions

Neither Landrun nor Carrier shall be liable for loss, damage, or delay caused by or resulting from:

(a)Improper packaging, loading, unloading, blocking, bracing, or securing by Customer or shipper;
(b)Inherent vice, defect, or nature of the goods;
(c)Acts of God, force majeure, war, terrorism, riots, strikes, or civil disturbance;
(d)Acts or defaults of Customer, consignor, consignee, or owner of the goods;
(e)Compliance with or enforcement of law including customs clearance delays or inspections;
(f)Delay in transit unless Carrier has agreed in writing to guaranteed service.

7.4 Claims Procedure and Time Limits

Claims for loss or damage to Goods must be made directly against the Carrier as follows:

(a)Notice of Loss or Damage: Customer must note any visible loss or damage on the delivery receipt at time of delivery. For concealed loss or damage, Customer must notify Landrun and Carrier in writing within five (5) business days of delivery.
(b)Filing Deadline: Written cargo claims must be filed with the Carrier within nine (9) months from the date of delivery or scheduled delivery date for non-delivery. Claims not filed within this period are time-barred.
(c)Litigation Deadline: Any legal action related to a cargo claim must be commenced within two (2) years and one (1) day from the date the Carrier denies the claim in writing.
(d)Claim Documentation: Claims must be supported by: original bill of lading; proof of delivery; invoice for Goods; photographs of damage; repair estimates or salvage value documentation; and any other evidence of loss or damage.

If Landrun pays a cargo claim on behalf of Carrier, Landrun shall be subrogated to all of Customer's rights against the Carrier and Customer hereby assigns and authorizes Landrun to pursue recovery from the Carrier.

7.5 Limitation on Consequential Damages

Under no circumstances shall Landrun or Carrier be liable for special, incidental, consequential, or punitive damages including but not limited to loss of profits, loss of customers, loss of use, or business interruption, even if advised of the possibility of such damages. This limitation applies unless Customer has informed Landrun and Carrier in writing of the potential for such damages and the specific value at risk, and Carrier has agreed in writing to accept liability for such consequential damages.

7.6 Refused or Undeliverable Shipments

If Carrier cannot complete delivery due to reasons beyond its control (including consignee refusal, consignee unavailable, incorrect address, or Customer instruction), Landrun will notify Customer of the failed delivery and the reason. Customer shall have twenty-four (24) hours to provide disposition instructions (redeliver, reroute, or return). If Customer does not provide timely instructions, Customer authorizes Landrun and Carrier to dispose of the Goods as permitted by law and releases Landrun and Carrier from liability. Customer is responsible for all charges associated with storage, redelivery, or disposal of refused or undeliverable shipments.

8.

Trade Compliance and Cross-Border Movements

8.1 Customer Trade Compliance Representations

Customer represents and warrants that:

(a)Customer complies with all applicable laws and regulations relating to the Goods and their international movement including export controls, import requirements, and trade sanctions;
(b)Neither Customer nor its affiliates are involved with countries or entities subject to economic sanctions administered by the United States (OFAC), Canada (SEMA), or other jurisdictions;
(c)Neither Customer nor its affiliates appear on any restricted party lists including the U.S. Specially Designated Nationals (SDN) list;
(d)Customer conducts business in compliance with all applicable anti-corruption laws including the U.S. Foreign Corrupt Practices Act and Canada's Corruption of Foreign Public Officials Act;
(e)All payment resources for Services are from lawful sources.

8.2 Import and Export Compliance

Customer is responsible for:

(a)Obtaining all necessary permits, licenses, and authorizations for import or export of Goods;
(b)Providing accurate and complete documentation including commercial invoices, packing lists, certificates of origin, and any other documents required for customs clearance;
(c)Proper classification of goods under the Harmonized Tariff Schedule;
(d)Payment of all duties, taxes, and customs fees;
(e)Promptly notifying Landrun of any errors in documentation or customs clearance issues.

Customer acknowledges that all Goods tendered for transportation are legally authorized for export/import and are properly documented. Customer ensures that all goods are legal to transport and possess in all relevant jurisdictions.

8.3 Landrun's Role in Cross-Border Movements

Landrun is not a customs broker, freight forwarder, or "third party record keeper" for import/export purposes. Landrun's role is limited to arranging motor carriage. Customs brokerage services, if required, must be arranged separately by Customer or by Carrier if Carrier offers such services. Landrun has no responsibility for customs clearance, payment of duties or taxes, or maintaining records for customs purposes.

9.

Indemnification

Customer Indemnification

Customer shall indemnify, defend, and hold harmless Landrun and its officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a)Customer's breach of these Terms;
(b)Customer's failure to comply with applicable laws;
(c)inaccurate or incomplete shipping instructions or documentation provided by Customer;
(d)the nature, condition, or packaging of the Goods;
(e)claims by third parties arising from Customer's acts or omissions.

Carrier Indemnification

Carrier shall indemnify, defend, and hold harmless Landrun and its officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a)Carrier's breach of these Terms or the Broker-Carrier Agreement;
(b)Carrier's negligence or willful misconduct in the transportation of Goods;
(c)cargo loss or damage for which Carrier is liable;
(d)Carrier's failure to maintain required insurance;
(e)Carrier's violation of applicable transportation, safety, or employment laws;
(f)claims by Carrier's employees, subcontractors, or agents.
10.

Confidentiality

Each party shall maintain the confidentiality of the other party's proprietary and confidential information including pricing, customer lists, trade secrets, and business methods. Confidential information may only be disclosed as required for performance of Services, as required by law or court order (with prior notice to the disclosing party where permitted), or with the express written consent of the disclosing party. This obligation survives termination of the business relationship.

11.

Independent Contractor Relationship

Landrun is an independent contractor and not an agent, employee, partner, or joint venturer of Customer or Carrier. Nothing in these Terms creates any employment, agency, partnership, or joint venture relationship. Landrun has no authority to bind Customer or Carrier to any agreement or obligation. No labor or employment relationship is created between Landrun and any Carrier or between Landrun and any Customer.

12.

Notices

All notices under these Terms shall be in writing and delivered by:

(a)Email to the email address provided during onboarding or contracting;
(b)Registered or certified mail to the physical address on file;
(c)Courier delivery with proof of receipt.

Notices to Landrun shall be sent to: legal@landrun.ca with acknowledgment of receipt required within two (2) business days. Notices are effective upon receipt or, if sent by email, upon transmission if sent during business hours or on the next business day if sent after business hours.

13.

Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved by the courts of competent jurisdiction in Montreal, Quebec, Canada. Each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to venue in such courts.

For transportation services performed within the United States, the applicable U.S. federal transportation statutes and regulations (49 U.S.C. and 49 CFR) shall also apply. For services in Mexico, applicable Mexican transportation law shall govern the Carrier's performance.

14.

General Provisions

14.1 Assignment

Neither Customer nor Carrier may assign or transfer any rights or obligations under these Terms without prior written consent of Landrun. Landrun may assign these Terms or any rights hereunder to any affiliate or successor entity. Any attempted assignment in violation of this section is void.

14.2 Amendment

Landrun reserves the right to modify these Terms at any time by posting updated Terms on www.landrunlogistics.ca/terms-conditions. Continued use of Services after changes are posted constitutes acceptance of the modified Terms. Material changes will be communicated by email to the address on file.

14.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely approximates the intent and economic effect of the invalid provision.

14.4 Waiver

No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

14.5 Entire Agreement

These Terms, together with any executed Broker-Carrier Agreements, Customer Service Agreements, rate confirmations, and documents expressly referenced herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

14.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control including acts of God, war, terrorism, strikes, embargoes, government actions, pandemics, fires, floods, accidents, or interruptions of transportation facilities. The affected party shall promptly notify the other party and use reasonable efforts to minimize the impact of such events.

14.7 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect. They shall not affect the interpretation of any provision.

14.8 Survival

The following provisions shall survive termination or expiration of these Terms: Sections 6 (Payment Terms for amounts due), 7 (Liability and Claims for pending claims), 8 (Trade Compliance), 9 (Indemnification), 10 (Confidentiality), 13 (Governing Law and Dispute Resolution), and this Section 14.

14.9 Language

These Terms are drafted in English. A French translation may be provided for convenience, but in the event of any conflict or inconsistency between the English and French versions, the English version shall prevail.

Acknowledgment

By accepting Services from or providing Services to Landrun Logistics Inc., you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

LANDRUN LOGISTICS INC. · MC# 1815989
Montreal, Quebec, Canada
www.landrunlogistics.ca · legal@landrun.ca

Service Terms & Conditions — Landrun Logistics Inc.