Container Shipping Terms

These Container Shipping Terms (the "Terms") govern every ocean shipment arranged through LoadLoom, whatever the mode or equipment: full container loads in standard dry units (20ft, 40ft, 40ft high cube, 45ft high cube), refrigerated (reefer) containers, out-of-gauge cargo on flat racks and open tops, breakbulk and heavy-lift cargo, less-than-container-load (LCL) consolidations, roll-on roll-off (RoRo) carriage, and ocean moves of vehicles, machinery and heavy equipment. LoadLoom is a brand of SHIPVISTA CORPORATION, U9, 9 Royalcrest Rd, Etobicoke, ON M9V 2L6 ("we", "us", the "Company").

We act as a freight forwarder: we arrange carriage, and the carriage itself is performed by ocean carriers (for example MSC, Maersk, CMA CGM, Hapag-Lloyd) under their own bills of lading, tariffs and rules, which also bind your shipment.

These Terms sit alongside our Terms of Use; where the two conflict about an ocean booking, these Terms win. If a shipment moves in the United States trades, the carrier's applicable tariff and United States federal maritime regulation also apply to that carriage.

Anyone may obtain a quote. Booking requires a verified account: we verify identity or business registration, screen every party on every booking against applicable sanctions and denied-party lists, and require completion of our short cargo course before a first booking.

A security deposit is required before your first booking, at the posted deposit package price shown on your account: a refundable security deposit plus a stated non-refundable processing component. Paying by bank transfer earns the Direct-Pay discount of the processing component, so you fund the net refundable amount. However funded, only the refundable portion is held on your account ledger; it is not spendable by you or by us in ordinary course, it exists to protect carrier equipment and charges, it may be drawn as set out in section 12, and it is returned when you close your account in good standing.

You grant us a first-priority security interest in the deposit and in every credit balance on your account as continuing security for all amounts you owe us on any account, and you authorize us to register that interest where registration is available (including under the Personal Property Security Act of a Canadian province or a Uniform Commercial Code financing statement in the United States). You agree to sign anything reasonably needed to make such a registration effective, and, to the extent the law allows, you waive receipt of copies of registration statements and verification statements. While any amount is owing or any booking is open, the deposit and credit balances are encumbered by that security interest and may be applied by set-off; they are not trust funds. Your account also carries a concurrent booking limit shown on your ocean desk; it grows with clean shipping history, and we may hold or decline bookings past it.

Screening or verification failures suspend booking; we never place a booking for an account with an unresolved screening hit.

Standard dry containers on priced lanes quote instantly; refrigerated, out-of-gauge, breakbulk, LCL and RoRo shipments are quoted by our desk on request, usually the same business day, and once priced follow the same rules as any other quote. A quote is locked to its stated validity date: book within the window and the quoted price is honored. Ocean rates move under carrier general rate increases and surcharges, so an expired quote is requoted at the current rate before you book. Where a carrier's spot product fixes its price only at booking, we say so on the quote instead of promising a validity window.

Every quote itemizes what is included; duties, taxes, destination charges and destination compliance documents are not included unless the quote lists them, and destination tariffs are set by the destination side, not by us.

A locked quote is locked: we do not reopen it for ordinary carrier rate movement. The narrow exception is a charge imposed by a government, authority, carrier tariff or terminal after booking that applies to your shipment regardless of when it was booked (for example an emergency or regulatory surcharge): we pass such a charge through at its documented cost, with the carrier's or authority's own notice attached.

Each booking carries the platform booking fee shown at checkout. The fee compensates our administrative work and is earned when we begin it: if you cancel after the carrier booking is placed, the booking fee is not refunded.

When you book, our desk places the booking with the carrier and your booking room shows the carrier confirmation, the empty pickup depot and every cutoff.

Sailing schedules belong to the carriers and may change. Ocean carriage routinely involves blank sailings, vessel rollovers from overbooking, port congestion, vessel substitution, transshipment changes and schedule slides; these are carrier and port events, not our breach, and where our documents reached the carrier on time we are not liable for the delay, storage or other consequences they cause.

We pass every change to you the moment we learn of it, and we pursue any compensation the carrier's own product offers (for example a rolled guaranteed booking) and credit your shipment's share to you. The carrier and the vessel operator may deviate, change vessels or call at ports as the carrier's bill of lading permits, and such changes are not a breach of these Terms.

Container shipping is an international trade and all container pricing, deposits and balances are quoted and payable in United States dollars unless your quote states otherwise. International ocean freight is zero-rated for Canadian GST/HST, so no sales tax applies to cross-border container carriage. We do not surcharge card payments. Where an amount differs by payment method, the posted price is the price, and paying by bank transfer earns the disclosed Direct-Pay discount, the same dual pricing that governs the rest of the platform. Payment methods are bank transfer (our preferred method), funds on your LoadLoom account, and, where offered, credit card. Amounts in a currency other than the invoice currency convert at our bank's prevailing rate at time of payment plus the disclosed conversion fee.

Whatever the method or plan, the full balance is due before the vessel arrives at the destination port. Payment plans offered to approved accounts (for example a deposit at booking, a portion at loading, the balance before arrival) are a privilege, not a term, and may be withdrawn for missed milestones.

All amounts are payable in full when due, without set-off, deduction, withholding or counterclaim; a claim for loss or damage is pursued as its own matter and never justifies short-paying freight or charges. Overdue amounts bear interest at 24 percent per annum (2 percent per month), or the highest lower rate law allows, from the due date until paid. Refunds, where owed, issue in the currency originally paid.

You are responsible for providing accurate, complete shipping instruction data, the verified gross mass (VGM) of each packed container, and everything the export declaration requires, inside the cutoffs shown in your booking room.

Canadian law requires the export declaration to be filed at least 48 hours before loading; our platform enforces this order and will not submit a shipping instruction without the proof of report. Late, missing or incorrect documents carry the carrier's fees plus our disclosed handling fee, and can roll your booking to a later vessel at your cost. Once a document is filed with a carrier or authority it can be changed only as an amendment, at the applicable amendment fee.

You are the exporter of record: the accuracy of the export declaration's content is your legal responsibility even where we assist with the filing.

Give us payment notices and documents at least five business days before any deadline so they can be processed; inside that window we work on a best-efforts basis and rush fees may apply.

Deadlines shown on your booking room are OUR deadlines and are ordinarily set ahead of the carrier's own cutoffs (typically by one day) so problems can be corrected before they become rollover, storage or amendment charges. The deadline shown on your booking room is the one that binds you, even where the carrier's underlying cutoff is later.

When your draft bill of lading issues you have 48 hours to approve it or request corrections, and we send the draft to your notice email with the deadline stated. Because the ocean carrier sets its own verification deadline on us, your window can never be longer than the carrier allows: where the carrier's deadline requires it, your deadline is earlier and the notice or your booking room states the exact time. If you do neither by the deadline, we may treat the draft as approved so your sailing and release are not jeopardized, and later changes carry the amendment fees above.

Deemed approval covers the information you provided or confirmed. It never waives a correction of an error we introduced when transcribing your instructions: we fix those at our cost whenever they are found, and such a fix is not an amendment for fee purposes.

You must respond to urgent operational notices (for example a rollover notice) within 24 hours; costs of a missed operational window fall where the delay arose. If your verified gross mass is missing as the cutoff nears, we may, to prevent your booking being rolled, file a protective weight figure with the carrier as an explicit, logged action; you must then provide your certified weight before the container gates in, the certified figure replaces the protective one, and the costs of the correction and of any inaccuracy in between are yours.

You warrant that the description, weight, value, and contents you declare are accurate and complete; that the cargo is lawful to export from Canada and lawful to import at destination; that it contains no undeclared dangerous goods; and that machinery, engines, parts and vehicles are fully drained of fluids and prepared as our cargo course describes.

Dangerous goods are prohibited unless we have agreed to them in writing before booking, supported by a current Safety Data Sheet and full regulatory documentation; undeclared dangerous goods expose you to carrier and regulator fines that routinely exceed $50,000, to vessel and cargo damage claims, and to prosecution, all of which are yours.

You warrant that wood packaging complies with ISPM-15 and that vehicles are shipped with the ownership evidence export reporting requires.

Fines, cleanup costs, turnback costs, disposal and delays caused by misdeclaration or leakage are yours, and you indemnify us for them in full, including fines arising from an inaccurate verified gross mass.

We, the carrier and any government authority may inspect, photograph, weigh or refuse any cargo at any time without prior notice; refusal for a warranty breach is not a cancellation by us, and if you fail to provide an accurate weight we may have the container weighed at your cost. Your answers to the cargo checklist presented before your shipping instruction is accepted are recorded on the booking and are representations you make to us and to the carrier.

Free time at origin and destination is set by the carrier and shown on your booking. Demurrage, detention, storage, plug-in, chassis and similar charges that accrue on your shipment are your responsibility from the first chargeable day, whether they arise at origin from late loading or return of equipment, or at destination from slow clearance or pickup by your consignee. You and your consignee are jointly and severally liable to us for these charges.

We validate every demurrage and detention invoice against the carrier's billing obligations before passing it on, and we pass on only what is properly owed, plus our disclosed handling fee.

If any authority selects your container for examination (x-ray, tailgate or full devanning), the exam fees, drayage, storage and delay costs are yours. If a government seizes or holds the container because of your cargo, equipment detention accrues to you for the full duration of the hold.

Container equipment remains the carrier's property; you must return it swept clean, odor free and undamaged, damage to walls, floor or structure while in your possession is billed to you, and an unreturned container is charged at the carrier's tariff up to replacement value, plus accrued daily charges.

(a) The lien. We hold a general lien and a particular, possessory and contractual lien over your cargo, the containers holding it, and every bill of lading, release, delivery order, document, record and other property of yours in our possession, custody or control, or in the possession of our agents and subcontractors, as continuing security for every amount you owe us on any account: freight, the booking fee, demurrage, detention, storage, plug-in, customs and exam charges, duties advanced, equipment charges, amendment and handling fees, recovery, cleaning and disposal costs, interest, and the costs (including legal costs) of enforcing the lien itself. The lien arises when we first act on your booking, survives delivery or release of any particular shipment while any balance remains, is in addition to every lien, right of retention and security interest available at law, in equity, in admiralty or under statute, and you grant us a security interest in the liened property to the same effect, which we may register.

(b) Withholding release. While any balance is outstanding we may withhold the bill of lading, telex release, express or electronic release, delivery order or the cargo itself, instruct carriers, terminals and agents to hold the shipment at any point including in transit, and no original or electronic release will issue until your balance is zero.

(c) Power of sale. If a balance remains unpaid when the vessel arrives, or cargo is abandoned (including where your consignee fails to take delivery within 30 days of arrival), we may, after written notice to you and your consignee and a cure period of ten days: redirect or reroute the shipment (including changing its destination or returning it to origin), store or warehouse it, attach or hold it, and sell it in whole or in part by public auction or private sale, without court proceedings where law permits, on commercially reasonable terms. Where the cargo is perishable, or the accruing charges will foreseeably exceed its realizable value, we may act on the shortest notice the circumstances reasonably allow.

(d) Proceeds and deficiency.Proceeds of sale apply first to the costs of the sale and enforcement (including legal fees), then to storage, demurrage, detention and recovery costs, then to freight, fees and every other amount owed, with any surplus held for you. A sale never extinguishes your debt: you remain fully liable for any deficiency after proceeds are applied, together with interest and the continuing costs of collection.

(e) Authority. You irrevocably appoint us your attorney to sign bills of lading, transfer documents, customs entries and every other document needed to complete a diversion, storage, return or sale under this section, and you will ratify what we lawfully do under that appointment. Exercising or not exercising the lien is our choice, never a waiver, and we owe you no duty to sell at any particular time or price beyond what law mandatorily requires.

We are not the carrier and do not take custody of your cargo; we may subcontract any part of the arranged services (drayage, rail, warehousing, ocean) without notice, and when we book with a carrier we do so as your agent, so the carrier's bill of lading terms bind you directly.

We are not liable for the acts, omissions, insolvency or financial failure of carriers, terminals, rail operators, truckers, warehouses, customs authorities or other third parties (on a carrier insolvency we assist you with claims and alternatives but do not fund them); for delay of any kind, including rollovers, blank sailings and congestion under section 5; for force majeure events including acts of God, war, strikes and labor disruption, port closure, epidemic, extreme weather, vessel casualty and government order, which also never excuse payment for services already rendered or costs already incurred on your behalf; for loss or delay caused by cyber events, outages or inaccuracies in third-party data feeds; or for indirect, special or consequential loss including lost profit and loss of market, in each case to the maximum extent law permits.

Operational information we share about ports, schedules, weather or foreign regulations is assistance, not advice, and is given without liability; verify what your business depends on.

You defend and indemnify us against third-party claims arising from your cargo or your breach of these Terms, including any liability we incur under a both-to-blame collision clause in a carrier's bill of lading.

(a) Vehicles and RoRo. Vehicles must be shipped with original ownership or title and any required export authorization, with no goods, illegal substances or flammable liquids inside beyond minimal fuel for loading unless the booking expressly includes personal effects. Neither we nor the carrier are liable for minor scratches, wear, or mechanical failure in transit absent proven negligence; note the condition of the vehicle with photographs at hand-over.

(b) Refrigerated cargo. You are responsible for pre-cooling cargo to the carrier's set point before loading; reefer machinery is the carrier's, and our responsibility is limited to passing your temperature instructions and monitoring information accurately.

(c) Dangerous goods and packaging. Section 8 governs; where we agree in writing to a dangerous goods booking, the carrier's DG acceptance, stowage and documentation rules apply in full and their charges are yours.

(d) LCL (shared containers). LCL cargo is consolidated with other shippers' goods and charged on weight or measure, whichever is greater as declared and verified. Your cargo moves on container freight station (CFS) cutoffs shown on your booking; CFS handling, storage after free time and destination deconsolidation charges are yours; and delays affecting co-loaded cargo (including a customs hold on another shipper's goods) can delay yours without liability on us. In General Average, your cargo contributes its proportionate share like any other cargo in the container.

(e) Out-of-gauge, breakbulk and heavy lift. Exact dimensions and weight are critical: they drive stowage, permits and cranage, and misdeclared dimensions mean re-rating at actuals plus every cost they cause, including a shut-out. Lashing, securing, dunnage, cranage, surveys (including any pre-shipment or marine warranty survey the carrier requires) and special handling are charged at documented cost plus our disclosed handling fee. Out-of-gauge and breakbulk space is confirmed by the carrier case by case; schedules can shift with vessel and crane availability, and self-propelled machinery must be delivered running and driveable where the booking says so.

Notices to you go to the email on your account and to your booking room, and are effective when sent there; notices to us go to trade@loadloom.com.

Clicking to accept these Terms at booking binds you under electronic commerce law, and our records of the acceptance (account, timestamp, version, network address) are evidence of it. These Terms and your booking confirmation are the entire agreement for the booking; nothing said by phone or message changes them unless confirmed in writing by an officer of the Company. Not enforcing a provision once never waives it for the future.

Where our desk enters a booking for you at your request (for example importing a booking arranged by phone), these Terms govern it, your instruction to book is your acceptance, and the accepted version is recorded on the booking. You gain no rights in our software, data or rate tools.

The parties confirm their express wish that these Terms and related documents be drawn up in English; a French version, where provided, is a courtesy translation. Sections on payment, liens, indemnity, limitation of liability, claims and disputes survive completion of any shipment.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict of laws rules, and subject to any carriage convention or maritime regulation that applies mandatorily. Before starting any proceeding, both parties will first try to resolve the dispute by written notice and good faith discussion for fourteen days.

(a) Customers in the United States. Any dispute arising out of or relating to these Terms or an ocean booking is finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or, for individuals shipping for personal purposes, its Consumer Arbitration Rules), before a single arbitrator, with hearings available by videoconference at either party's request. The Federal Arbitration Act governs this paragraph. Either party may instead bring an individual claim in a small-claims court of competent jurisdiction, and either party may seek interim relief in court as described below.

(b) Individual basis. To the maximum extent permitted by law, disputes with United States customers are arbitrated or litigated on an individual basis only, and each party waives participation in any class, collective or representative proceeding. If this waiver is held unenforceable for a particular claim, that claim, and only that claim, proceeds in court.

(c) Everyone else. For all other customers, the courts of Ontario have exclusive jurisdiction and both parties attorn to them.

(d) Consumer savings. A consumer in Ontario keeps every right under the Consumer Protection Act, 2002 (Ontario) that cannot be waived, including access to the courts and class proceedings. Paragraphs (a) and (b) do not apply to a consumer resident in Quebec: such a consumer may bring proceedings in the courts of Quebec and keeps every right under the Consumer Protection Act (Quebec). Nothing in this Section waives any right that applicable law makes non-waivable.

(e) Preserved remedies. We may enforce our lien, security interest or a judgment wherever cargo or assets are located, and may seek interim relief (including arrest or attachment) in any competent court or admiralty jurisdiction; the cargo-claims procedure in these Terms remains a precondition to any cargo claim. If any provision is held unenforceable, it is read down to the extent needed and the remainder stands.

(f) Mass filings, and your right to opt out. If twenty-five or more arbitration demands presenting similar claims against us are filed by or with the same or coordinated counsel, the AAA's Mass Arbitration Supplementary Rules apply and the demands proceed in sequential batches of up to one hundred, each batch before a single arbitrator, remaining demands stayed with fees deferred and limitation periods tolled until their batch proceeds; this sequences individual arbitrations and eliminates nobody's right to one. Separately, a customer subject to limb (a) may opt out of arbitration and the class waiver within thirty days of first accepting these Terms, by written notice to legal@loadloom.com stating their name, account email and intent to opt out; we confirm receipt, the opt-out governs that customer's future disputes, and everything else in these Terms stands.

This Schedule applies to freight forwarders and resellers we enroll as Channel Partners and adds to, and never replaces, the Terms above.

(a) Role. A Partner resells our services under its own pricing; the Partner is an independent contractor, not our agent, and may not sign for us or hold itself out as us.

(b) Pricing and confidentiality. The Partner sets its own sell prices on top of its confidential partner cost; the Partner's cost, our buy rates, and platform data are confidential, and the Partner's customers see only the Partner's price.

(c) Attribution. A customer who registers through the Partner's link or invitation is attributed to the Partner and books at the Partner's prices; the Partner earns the margin on every attributed booking; a customer who arrives directly is a house customer at house prices. During the program and for twelve months after an attributed customer's last booking, we will not directly solicit that customer to switch pricebooks.

(d) Vetting is never bypassed. Every Partner customer completes our verification, screening, education and deposit requirements; vouching by the Partner reduces the customer's deposit tier and nothing else.

(e) The account guarantee. The Partner's customers are the Partner's account, the same way our carrier accounts are ours: the ocean carrier looks to us for every booking on our account whether or not our customer pays, and the Partner stands in exactly that position for every booking attributed to it. If an attributed customer fails to pay any amount due under these Terms, the Partner guarantees payment of the entire shortfall: one hundred percent of what remains owing after we apply the customer's deposit and the proceeds of any lien enforcement or sale under section 11, unless the Partner's signed Channel Partner Agreement states a different share. The guarantee is a primary payment obligation, not a mere surety: on our written, itemized demand the Partner pays within ten days, and we are never required to first exhaust remedies against the customer or the cargo, though we may pursue the customer, the cargo and the Partner in any order or at the same time. The customer always remains primarily liable and the Partner is subrogated to our claim against the customer to the extent it pays; amounts we later recover are credited back to the Partner in the proportion it paid. The guarantee covers every booking made while the customer was attributed to the Partner and survives suspension or termination of the program for those bookings, with interest under section 6 and our costs of collection added to any unpaid demand.

(f) Partner deposit, set-off and enforcement.The Partner maintains its own deposit on file with us at all times; sections 3 and 12 apply to it (security interest, set-off, draw on notice with an itemized record). We may set off any amount the Partner owes (including under the account guarantee) against margins payable, against the Partner deposit, or both, and while a demand is unpaid we may suspend the Partner's program in whole or in part: no new bookings, quotes or vouches on the Partner's book until the demand is settled. An unpaid demand is a debt we may enforce against the Partner and its assets in any court under section 23. For clarity, a lien under section 11 attaches only to a debtor's own cargo and property: another customer's cargo is never held for the Partner's debt. The Partner indemnifies us for losses caused by inaccurate information the Partner itself provides or alters. The commercial numbers (margin arrangement, any agreed different guarantee share, deposit amount, any personal or corporate guarantee of the Partner's principals) live in the signed Channel Partner Agreement between us and the Partner; where that agreement and this Schedule conflict, the signed agreement wins for that Partner.

(g) Compliance and non-circumvention. The Partner is responsible for the accuracy of information it or its customers provide, and for conducting its resale lawfully. Section 18 applies to the Partner: for twelve months after the Partner's last booking, carrier relationships and rates introduced through the platform are not used to book around us, and the Partner will not induce an attributed customer to do so.

(h) Termination. Either side may end the program on notice; bookings in flight complete under these Terms; attribution and the non-solicitation window survive for their stated periods; suspension for cause (fraud, sanctions, persistent non-payment) is immediate.