1) Role & Scope of Services

1. Broker, not carrier. WAE acts as a licensed transportation broker, arranging transportation with duly authorized motor, air, ocean, rail, and warehousing providers (“Carriers”). WAE does not take possession of cargo and is not a common or contract carrier.
2. Carrier selection. WAE exercises reasonable care in selecting Carriers but does not guarantee their services or equipment availability.
3. Ancillary services. Upon request, WAE may coordinate accessorials (appointments, liftgate, inside delivery, residential, permits/escorts, temperature control, customs brokerage, storage). Third-party terms, tariffs, and limits apply.

2) Quotes, Rates & Accessorials

1. Estimates. Quotes are based on information you provide (weight, dimensions, class, NMFC/HS code, value, temperature setpoint, OD permits, etc.). Misstated or incomplete info may change the rate.
2. What’s included. Unless expressly stated, quotes include linehaul plus standard free time (typically 2 hours combined at origin/destination for truckload; 30 minutes for LTL). Other accessorials (detention, layover, redelivery, reconsignment, driver assist, TONU, fuel, chassis/per-diem, demurrage, storage, tolls, border fees) are bill-through at cost plus admin where applicable.
3. FX & surcharges. Cross-border and international shipments may include currency adjustments, carrier surcharges, and government fees subject to change.

3) Booking, Tender & Cancellations

1. Written confirmation. Bookings are accepted only upon written confirmation from WAE (email or platform).
2. Cancellations/TONU. If a confirmed order is cancelled or trucks are turned away after dispatch or arrival, Truck Order Not Used (TONU) and related charges apply per Carrier rules.
3. Scheduling. Pickup/delivery times are estimates; delays may occur due to weather, traffic, inspections, terminal congestion, and force majeure.

4) Shipper Responsibilities

1. Accurate details. You are responsible for accurate commodity description, piece count, weight, dimensions, packaging, blocking/bracing, temperature requirements, and legal loadability.
2. Compliance. You must comply with all laws and regulations, including dangerous goods/hazmat (classification, packaging, labels, documents, 24/7 ER contact) and cross-border requirements (commercial invoice, packing list, permits, licenses).
3. SLC / Piece Count. If shipments are Shipper Load & Count or tendered sealed, Carrier and WAE rely on your count and condition; concealed damage claims may be limited or denied.
4. Refusals. If consignee refuses freight or is unreachable, you remain responsible for return, storage, and related charges.

5) Customs, Cross-Border & Incoterms®

1. Broker of record. Unless otherwise agreed, you appoint and pay your customs broker. If you request assistance, any customs services arranged are by third parties; their terms and liabilities apply.
2. Incoterms®. If you specify Incoterms, they govern risk/expense hand-off between buyer/seller; they do not alter these Terms with WAE.

6) Cargo Claims & Limits of Liability

1. Carrier liability. Loss, damage, or delay claims lie against the Carrier under applicable law/tariffs (e.g., Carmack for U.S. domestic road, Canadian common law/SORs for Canadian domestic, COGSA for ocean, Montreal Convention for air). WAE will reasonably assist in filing with the Carrier.
2. Notice & filing. You must note exceptions on the delivery receipt at POD and file written claims promptly (often within 9 months for road; shorter for air/ocean). Retain original packaging for inspection.
3. Broker liability cap. WAE is not an insurer and is not liable for Carrier acts/omissions. If WAE is found legally liable despite these Terms, our maximum aggregate liability shall not exceed the lesser of CAD $1,000 (or USD $1,000 for U.S. billing) per shipment or the brokerage fees WAE earned for that shipment.
4. Exclusions. No liability for consequential, special, punitive, or indirect damages (lost profits, downtime, contract penalties), inherent vice, improper packaging, temperature excursions due to shipper error, acts of authority, strikes, or force majeure.

7) Optional Cargo Insurance

1. On request. Shipper-purchased cargo insurance can be arranged before pickup at additional cost, subject to the insurer’s terms/exclusions and declared value accuracy.
2. Certificate. Coverage is only in effect when confirmed in writing with a policy/certificate number issued.

8) Temperature-Controlled & OD/Heavy

1. Reefer. You must provide setpoint, acceptable range, and product type. WAE/Carrier are not liable for normal reefer cycling or product deterioration due to inherent perishability or pre-cool deficiencies.
2. Over-dimensional/overweight. Permits, escorts, route surveys, and pilot cars are subject to jurisdictional rules and may impact transit times/rates.

9) Payment, Credit & Lien

1. Terms. Unless otherwise stated on the invoice, Net 15 days from invoice date; credit is subject to approval. Late amounts accrue the lesser of 2% per month (24% per annum) or the maximum allowed by law, plus collection costs and reasonable legal fees.
2. Third-party billing. If a third party fails to pay, the shipper and consignee remain jointly and severally liable.
3. Lien. WAE has a general and particular lien on goods and documents for charges due and may hold or sell freight (as permitted by law) to satisfy unpaid amounts.

10) Non-Solicitation / Non-Circumvention

For 12 months after WAE first introduces a Carrier, you agree not to directly tender loads to that Carrier for the same lanes/commodities without WAE’s written consent. If breached, WAE may recover liquidated damages equal to 12% of the gross transportation revenue for such shipments (or the maximum enforceable amount).

11) Data, Privacy & Confidentiality

We handle business information in confidence and in accordance with applicable privacy laws. Do not share WAE rates or Carrier identities except as needed to perform shipments. See our Privacy Policy for details.

12) Electronic Records & Signatures

You consent to transact by electronic means. Electronic confirmations, PODs, rate confirmations, and signatures are valid and enforceable.

13) Indemnity

You shall indemnify, defend, and hold harmless WAE and its affiliates from claims, fines, penalties, and costs arising out of (a) your breach of these Terms, (b) inaccurate or incomplete shipment information, (c) regulatory non-compliance (including hazmat), or (d) your negligence or willful misconduct.

14) Force Majeure

WAE is not liable for failure or delay caused by events beyond reasonable control, including acts of God, weather, war, terrorism, labour disputes, government actions, port/terminal congestion, pandemics, utility failures, or network outages.

15) Governing Law & Venue

These Terms are governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to conflicts rules. You irrevocably submit to the exclusive jurisdiction of the courts located in Montréal, Québec. For U.S.-only domestic moves booked in the U.S., the laws of the booking state may apply where required by statute.

16) Severability; Waiver; Entire Agreement

If any provision is invalid, the remainder remains effective. Failure to enforce a provision is not a waiver. These Terms, together with our written rate confirmations and invoices, constitute the entire agreement regarding the subject matter and supersede prior proposals or communications.

17) Changes to Terms

We may update these Terms at any time. The version in effect on the booking date applies. The latest version will be posted at /terms.