Standard Trading Conditions.

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Last updated: August 16, 2026.

These Standard Trading Conditions (the "Conditions" or "STCs") govern all services provided by Setara Logistics Inc. ("Setara Logistics" or the "Company").

By requesting, booking, instructing, using, or accepting any service provided or arranged by the Company, the party giving instructions and any shipper, consignor, consignee, owner, beneficial owner, or other person claiming an interest in the Goods (each, a "Customer") accepts and agrees to these Conditions.

These Conditions are intended to govern Setara Logistics' role as a logistics intermediary, freight forwarder, broker, and 3PL service provider. They do not make Setara Logistics the carrier for any shipment unless Setara Logistics expressly agrees in a written contract signed by Setara Logistics to assume that role for a specific service.

The Customer's attention is specifically drawn to the clauses below that define the Company's role as an intermediary and not a carrier, exclude or limit liability, impose notice and time-bar requirements, create lien and detention rights, and require indemnities in favour of the Company.

1. Definitions

In these Conditions:

Company, Setara Logistics, or Setara Logistics Inc. means Setara Logistics Inc.

Customer means any person at whose request, for whose benefit, or on whose behalf the Company provides or arranges any service, including the party giving instructions and any shipper, consignor, consignee, owner, beneficial owner, or person claiming an interest in the Goods.

Goods means cargo of any kind, including packaging, pallets, containers, transport units, and related equipment tendered for handling, transport, storage, forwarding, or related services.

Services means services provided or arranged by the Company, including freight forwarding, brokerage, logistics coordination, 3PL services, warehousing arrangement, customs brokerage arrangement, drayage arrangement, intermodal arrangement, ocean arrangement, air arrangement, and related services.

SDR means a Special Drawing Right as defined by the International Monetary Fund.

Transport Unit means a container, trailer, flatbed, railcar, tank, palletized load, unit load device, or other cargo-carrying equipment used in connection with the Goods.

2. Application

These Conditions apply to all Services provided or arranged by the Company unless a separate written agreement signed by the Company expressly overrides them for the specific subject matter in conflict.

If mandatory law applies to a Service or a segment of a Service, these Conditions are subject to that mandatory law only to the extent required. Nothing in these Conditions is intended to waive, surrender, or reduce any right, defense, limitation, exclusion, or immunity available to the Company under applicable law.

3. Role of the Company

Unless the Company expressly agrees otherwise in a written contract signed by the Company, the Company acts only as an intermediary, freight forwarder, broker, logistics arranger, or 3PL service provider and not as a carrier, motor carrier, ocean carrier, air carrier, rail carrier, warehouseman, customs broker, or insurer.

Without limiting the foregoing:

• the Company may arrange carriage, storage, customs clearance, drayage, intermodal, and related services through third parties;
• the Company does not issue its own house bills of lading, house air waybills, or other house transport documents in connection with ocean or air services;
• the Company does not undertake ocean or air carriage as principal; and
• the Company does not assume carrier liability for any segment performed by an underlying carrier, terminal, warehouse, customs broker, or other third party.

The fact that the Company quotes a rate or a fixed or all-in price, receives instructions, tracks a shipment, issues an invoice in its own name, provides visibility, or communicates with service providers does not change the Company's role.

The Company may quote or invoice a single fixed price or all-in rate for the Services, may pay carriers and other third parties out of that price, and may keep the difference as its own remuneration for the Services. Quoting or invoicing on that basis does not make the Company a carrier or contracting carrier of any mode, does not make the Company a principal in the carriage, storage, or handling of the Goods, and does not change the basis on which the Company engages third parties under section 4.

If the Customer contends that the Company has acted, or is to act, as carrier or as principal in the carriage of the Goods for any shipment, the Customer must say so in writing before the Goods are tendered or, if later, within thirty days after the date of the Company's first invoice for that shipment. If the Customer does not, the Customer accepts and may not later dispute that the Company acted only in the role described in sections 3 and 4 for that shipment. The Company's role does not depend on the Customer accepting a quotation, paying an invoice, or failing to object; this paragraph confirms the role stated in this section and does not qualify it.

Advice and information provided by the Company that does not relate to instructions the Company has accepted is given without liability of any kind, including for negligence.

4. Services performed by third parties

The Company may select and engage underlying carriers, customs brokers, warehouses, terminals, drayage providers, rail providers, ocean carriers, airlines, consolidators, agents, subcontractors, and other service providers in its discretion.

Those third parties may act under their own conditions of carriage, tariffs, service guides, warehouse receipts, bills of lading, airway bills, terminal conditions, customs terms, or other governing documents, which may apply directly to the Customer and the Goods.

The Company engages those third parties as agent for and on behalf of the Customer, and not as principal, unless the Company expressly agrees otherwise in a written contract signed by the Company.

The Company has no liability to the Customer by reason of having entered into any contract on the Customer's behalf under which the liability of a carrier or other service provider is in any respect excluded or limited, except where the Company does so contrary to the Customer's specific written instructions.

Where a declaration of value is optional, the Company will not make one unless the Customer instructs it in writing in advance and the Company confirms acceptance in writing under section 11.

5. Claims against employees, agents, and subcontractors

These Conditions extend to and are intended to benefit the Company's directors, officers, employees, agents, affiliates, independent contractors, subcontractors, and service providers to the fullest extent permitted by law.

These Conditions apply whether a claim is founded in contract, tort, bailment, statute, or otherwise. For the purposes of this section the Company acts as agent and trustee for each of those persons, each of whom may ratify that agency at any later time.

The aggregate liability of the Company and all such persons, collectively, shall not exceed the liability of the Company under these Conditions.

6. Subcontracting and delegation

The Company may perform or arrange any Service itself or through any affiliate, subcontractor, agent, carrier, warehouse, customs broker, terminal, or other third party. The Company may delegate tasks and responsibilities in its discretion without prior notice to the Customer.

7. Quotations and rates

Quotations, estimates, transit times, sailing schedules, flight schedules, delivery estimates, and other service information are given on the basis of immediate acceptance and are subject to withdrawal, correction, or revision until confirmed by the Company.

A quotation is valid only for the period stated in writing or, if no period is stated, for seven days from issuance.

After acceptance, the Company may revise rates, charges, schedules, or other service terms upon notice where changes arise from circumstances beyond the Company's reasonable control, including carrier rate changes, fuel or security surcharges, exchange-rate movements, congestion, port or terminal charges, customs charges, governmental action, labour disruption, equipment shortages, or other similar matters.

8. Customer's general undertakings

The Customer warrants, represents, and undertakes that:

• it is the owner of the Goods or has full authority to deal with the Goods and to bind all persons interested in them;
• all information, instructions, documents, declarations, weights, dimensions, values, counts, marks, numbers, and descriptions provided to the Company are complete, accurate, and timely;
• the Goods are lawfully tendered and comply with all applicable laws and regulations;
• the Customer will promptly provide any information or document reasonably requested by the Company; and
• the Customer has considered the need for cargo insurance and any special handling, security, timing, or compliance requirements applicable to the Goods.

The Company is entitled to rely on all information and documents supplied by or on behalf of the Customer without independent verification.

9. Packing, loading, and suitability of Goods

Unless the Company has expressly agreed in writing to perform packing, labelling, marking, loading, stowage, or securement services, the Customer warrants that the Goods have been properly prepared, packed, marked, labelled, loaded, stowed, blocked, braced, and secured for the intended carriage, storage, and handling.

Where the Customer or any third party loads Goods into or onto a Transport Unit, the Customer further warrants that the Transport Unit has been properly loaded and is suitable for the intended service.

The Customer is responsible for any verified gross mass, weight declaration, or similar statutory or operational requirement applicable to the Goods or any Transport Unit.

10. Dangerous goods and regulated cargo

The Customer shall not tender any dangerous, hazardous, inflammable, explosive, radioactive, toxic, corrosive, infectious, polluting, or otherwise regulated Goods without first giving the Company full written particulars, all legally required documents, and all required markings, labels, declarations, and handling instructions.

The Customer shall comply with all applicable dangerous goods, safety, environmental, transport-security, and regulatory requirements.

If the Customer breaches this clause, the Customer is liable for and shall indemnify the Company against all resulting loss, damage, delay, claim, fine, penalty, cost, and expense.

If, in the reasonable opinion of the Company or any person having custody of the Goods, the Goods are or may become dangerous, unlawful, unsafe, or a source of loss or damage, the Goods may at any time be refused, unloaded, isolated, returned, destroyed, or otherwise dealt with without liability on the part of the Company, to the extent permitted by law.

11. Goods requiring special arrangements

The Customer must give the Company clear written instructions in reasonable time before tender where the Customer requests any special arrangement, including:

• departure, arrival, pickup, or delivery by a specified date or time;
• segregated or dedicated handling;
• temperature control;
• high-value handling or enhanced security;
• a declaration of value or special interest in delivery to any third party;
• collection against documents, payment, or other release conditions; or
• handling of unusual, fragile, oversized, regulated, or highly valuable Goods.

The Company is not bound to accept any special instruction unless it expressly confirms acceptance in writing.

Where the Company does not accept a special instruction it will advise the Customer promptly. If the Customer proceeds with the shipment after receiving that advice, the Customer assumes all risks connected with non-performance of that instruction, whether or not caused or contributed to by the Company's negligence.

12. Customs brokerage arrangement and customs information

The Company arranges customs brokerage through third-party customs brokers and does not act as a licensed customs broker unless it expressly states otherwise in writing.

The Customer is solely responsible for the accuracy, completeness, and timeliness of all customs and trade information supplied in connection with the Goods, including tariff classification, origin, valuation, permits, certificates, licences, end-use information, and free-trade claims.

Any duty, tax, classification, or admissibility information supplied by the Company is provided for planning purposes only and is not binding on any governmental authority.

13. Security filings and regulatory data

The Customer is responsible for timely and accurate provision of all data needed for security filings, advance cargo reporting, customs submissions, regulatory filings, sanctions review, export control review, and similar compliance matters.

The Customer shall indemnify the Company against any loss, penalty, delay, storage, examination charge, or expense arising from inaccurate, incomplete, or late data supplied by or on behalf of the Customer.

14. Insurance

The Company does not insure the Goods unless the Customer requests insurance in writing in advance and the Company expressly confirms in writing that insurance has been arranged.

Where the Company assists in arranging insurance, it does so only as intermediary or agent and not as insurer. Any insurance is subject solely to the insurer's policy wording, exclusions, deductibles, limits, conditions, claims procedures, and solvency.

If no insurance is arranged, the Customer bears the risk of loss or damage above any liability assumed by the responsible service provider.

Where the Company has recommended that the Customer arrange insurance, or has recommended an insurance broker, the Company has no further duty regarding insurance and no liability for loss of or damage to the Goods during transport, handling, or storage that could have been covered by insurance on the Goods, whether or not that loss or damage was caused or contributed to by the Company's negligence or breach of these Conditions.

The Company is not liable if the Customer fails, for any reason, to recover a loss in whole or in part from an insurer.

15. Charges-collect and third-party payment

Where the Company accepts instructions to collect freight, duties, charges, or other amounts from a consignee or any third party, the Customer remains fully responsible if those amounts are not paid when due.

16. Payment terms, currency, and taxes

Unless otherwise agreed in writing, invoices are payable in Canadian dollars within thirty days from invoice date.

The Customer shall pay all sums in full, in immediately available funds, without deduction, withholding, set-off, counterclaim, recoupment, or deferment except to the extent required by law.

A dispute about the Company's role or about any part of an invoice does not entitle the Customer to withhold payment of any part of that invoice.

Overdue amounts bear interest at the lesser of 1.5% per month and the maximum lawful rate.

All charges are exclusive of GST, HST, QST, duties, levies, assessments, and other taxes or charges, all of which are payable by the Customer in addition.

17. Lien and right of detention

All Goods, documents, and related property in the Company's possession or control are subject to a general and particular lien and right of detention in favour of the Company for all sums owed to the Company by the Customer or by any person with an interest in the Goods, whether or not arising from the specific Goods then held.

If any amount remains unpaid ten days after the Company gives written notice, or after any longer period required by applicable law, the Company may hold, store, transfer, return, or sell the Goods by private contract or otherwise at the Company's discretion, and may apply the net proceeds against the sums owed and related expenses.

The Company is not liable for any deficiency or reduction in value realised on a sale, and the Customer remains liable for any shortfall. Sale of the Goods does not relieve the Customer of liability for any amount that remains owing.

18. Limitation of liability of the Company

The Company is not liable as carrier for loss of, damage to, shortage of, contamination of, delay to, or non-delivery of the Goods.

The Company is liable only for direct loss proven by the Customer to have been caused solely by the Company's own negligence, wilful misconduct, or express written assumption of responsibility, and only if the Customer has complied with sections 19 and 20 and with any documentation and mitigation requirements in these Conditions.

Subject to any lower limit imposed by applicable law or any mandatory limitation that the Company may rely upon, the Company's aggregate liability for any claim arising out of or in connection with the Services shall not exceed the lesser 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 that is the subject of the claim; and
• 75,000 SDR per transaction.

If loss, damage, delay, non-delivery, or other claim is known to have occurred during the custody, carriage, storage, or handling of an underlying carrier, terminal, warehouse, customs broker, or other third party, the Company's liability, if any, shall in no event exceed the amount recoverable from that third party under its governing law or contract.

In no event shall the Company be liable for indirect, incidental, special, punitive, exemplary, or consequential loss or damage, including lost profit, lost revenue, loss of market, loss of opportunity, loss of goodwill, loss of production, loss of use, loss of contract, losses arising from delay, business interruption, demurrage, detention, storage, or penalties owed to third parties, even if advised of the possibility.

The Company may agree in writing, before performance of the relevant service, to higher liability limits upon the Customer's request and payment of additional charges.

19. Notice of claim

The Customer shall give the Company written notice of any claim:

• for loss of, damage to, or shortage of the Goods that is apparent on delivery, within seven days after the Goods are delivered or made available to the consignee or the Customer;
• for loss of, damage to, or shortage of the Goods that was not apparent on delivery and could not have been discovered by reasonable inspection at that time, within seven days after the Customer discovers or ought reasonably to have discovered it, and in any event within forty-five days after delivery;
• for delay or for non-delivery of the whole consignment, within forty-five days after the date the Goods should reasonably have been delivered; and
• for any other claim, within forty-five days after the Customer first knew or ought reasonably to have known of the event giving rise to the claim, and in any event within ninety days after that event.

Days are calendar days. Notice must be in writing, identify the shipment, describe the loss or claim, and be sent to the address the Company designates for claims. Each period in this section is an applicable period for the purposes of this sentence: any claim not notified within the applicable period is barred, and no action may be brought to enforce it.

The Customer shall also give any notice required by the underlying carrier, warehouse, terminal, or other service provider within that party's own deadlines, and shall preserve the Goods, packaging, and records for inspection.

20. Time bar

The Company is discharged from all liability unless suit is brought within nine months from:

• the date of delivery of the Goods;
• the date when the Goods should have been delivered; or
• in any other case, the date of the act or omission giving rise to the claim.

These periods run whether or not the Customer knew of, or could have discovered, the claim within them. The Customer and the Company agree that this section and section 19 vary the limitation periods that would otherwise apply under the Limitations Act, 2002 (Ontario), as permitted for agreements between parties who are not consumers.

If a shorter mandatory time bar applies, that shorter period governs.

21. Indemnity

The Customer shall defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees, agents, and subcontractors from and against all claims, demands, losses, liabilities, fines, penalties, damages, costs, and expenses, including legal fees, arising out of or relating to:

• the Goods;
• the Customer's acts, omissions, data, documents, instructions, or misrepresentations;
• inaccurate, incomplete, or late information;
• dangerous goods or regulated cargo;
• customs, tax, sanctions, trade, security, or regulatory non-compliance attributable to the Customer, the Goods, or the transaction; or
• any claim by a third party inconsistent with the Customer's warranties or instructions,

except to the extent finally determined to have been caused solely by the Company's own negligence or wilful misconduct.

Separately, and without regard to the exception above, the Customer shall indemnify the Company against any liability, cost, or expense the Company incurs in excess of the liability of the Company as limited by these Conditions, including where a claim is brought against the Company by a person who is not a party to these Conditions.

Where the Customer nominates or requires the use of a particular carrier or other service provider, the Customer shall indemnify the Company against all claims arising from that party's acts or omissions, including any claim that the Company was negligent in selecting it.

22. Force majeure

The Company is not liable for loss, damage, delay, non-performance, or additional cost caused by any event beyond its reasonable control, including war, terrorism, piracy, sanctions, embargoes, governmental action, pandemic, epidemic, labour disturbance, cyber incident, natural disaster, weather, congestion, infrastructure failure, energy disruption, port or terminal closure, rail disruption, customs examination, or equipment shortage.

In such circumstances, the Company may modify routes, procedures, carriers, rates, surcharges, timing, or service arrangements as it reasonably considers necessary, and remains entitled to full remuneration for services performed and to indemnity for any additional charges, storage, demurrage, detention, or other costs incurred.

23. Warehousing and third-party storage

Where the Company arranges storage or handling through a third-party warehouse or facility, the warehouse's own terms and conditions, warehouse receipt, tariff, or other governing document may apply directly to the Customer and the Goods. The Company is not the warehouseman unless it expressly agrees in writing to act in that capacity.

24. Electronic communications and data

Instructions, bookings, notices, invoices, shipping data, and other communications may be exchanged electronically, including by EDI, API, portal, platform, or email, and may be relied upon by the Company.

The Customer authorizes the Company to transmit shipment, regulatory, customs, and security data to carriers, customs brokers, customs authorities, warehouses, terminals, and other parties as reasonably necessary to perform the Services.

Personal information is handled in accordance with the Company's Privacy Policy.

25. Remuneration from third parties

The Company is entitled to receive and retain any customary brokerage, commission, allowance, spread, documentation fee, foreign-exchange margin, or other remuneration paid by carriers, intermediaries, insurers, or other third parties in connection with the Services.

26. Trade compliance and sanctions

The Customer warrants that the Customer, the shipper, the consignee, the owner of the Goods, and the Goods themselves comply with all applicable sanctions, export-control, import-control, anti-boycott, and anti-money-laundering laws.

The Company may refuse, suspend, hold, return, or cancel any shipment or instruction, without liability, if it reasonably believes performance may breach applicable law or expose the Company or any service provider to sanction, seizure, penalty, or regulatory action.

27. Confidentiality

Each party shall keep confidential the other party's non-public commercial information disclosed in connection with the Services, except where disclosure is required by law or reasonably required to perform the Services.

This clause does not apply to information already lawfully known, independently developed, or lawfully in the public domain.

28. Assignment, waiver, survival, and general provisions

The Customer may not assign or transfer its rights or obligations without the Company's prior written consent.

The Company may assign, delegate, or subcontract any of its rights or obligations.

No failure or delay by the Company in exercising any right constitutes a waiver.

Clauses that by their nature should survive termination or completion of the Services, including payment, lien, liability, indemnity, confidentiality, claims, and governing law provisions, survive.

29. Governing law and jurisdiction

These Conditions are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there.

The Customer irrevocably attorns to the exclusive jurisdiction of the courts of Ontario and the Federal Court of Canada in respect of any dispute arising out of or in connection with these Conditions or the Services, except that the Company may bring proceedings to enforce its lien or collect amounts owing in any court of competent jurisdiction.

30. Language

These Conditions are issued in English. A French version may be provided for convenience or where required by law. To the extent permitted by law, the English version governs in the event of inconsistency.

31. Severability

If any provision of these Conditions is found invalid, illegal, or unenforceable, that provision shall be severed or read down only to the minimum extent necessary, and the remainder of these Conditions remains in full force and effect.

32. Entire agreement and updates

These Conditions, together with any written quote, booking confirmation, rate confirmation, service agreement, bill of lading, or other governing written document issued or accepted by the Company for the relevant Services, constitute the entire agreement between the parties in relation to those Services, except to the extent a separate written agreement expressly overrides these Conditions.

The Company may update these Conditions from time to time. The version in effect on the date the relevant Services are booked or accepted applies to that shipment or service.

33. Acceptance

The Customer accepts these Conditions by tendering Goods, requesting Services, issuing instructions, accepting a quotation, proceeding with a booking, using the Services, or paying an invoice. Acceptance may be made electronically and has the same effect as acceptance in writing.