customers with a standing offer agreementamendment v1.0 posted on november 16, 2018 effective on...

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General Terms and Conditions

Customers with a Standing Offer Agreement

ffective January 14, 2019

Trade-mark of Canada Post Corporation. OM Official mark of Canada Post Corporation.

canadapost/postalservices

T455398

With a Standing Offer Agreement - General Terms and Conditions

Version 1.1 January 14, 2019

IMPORTANT UPDATES

When the document is amended or revised, the version number will be modified as follows:

• an amendment increases the first digit in the version (e.g., version 2.0, 3.0)• a revision increases the second digit in the version (e.g., version 1.1, 1.2)• the version number restarts at 1.0 every January of a given year.

DESCRIPTION OF CHANGE LOCATION

Revision v1.1 Posted on March 1, 2019 Effective on April 1, 2019

Clarified Canada Post shall have no liability for loss or damage of shipments containing “negotiable bank notes or coins”.

Section D.4 “Exclusions and Restrictions on Certain Items”

Clarified the maximum amount payable - $500 for shipments containing “collector’s coins with a receipt of purchase” and $100 for shipments containing “collector’s bank notes with a receipt of purchase”.

Amendment v1.0 Posted on November 16, 2018 Effective on January 14, 2019

No updates.

With a Standing Offer Agreement - Terms and Conditions

TABLE OF CONTENTS

Customers With a Standing Offer Agreement Terms and Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Canada Post’s Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Customer’s Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Exclusive Privilege . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Criteria for Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Surcharges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 Audits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 Authorized Users . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 610 Mailers, On Behalf Of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 711 Resale or Interlining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 712 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 713 Entire Agreement and Alterations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 714 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 815 Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 816 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 917 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 918 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 919 Excusable Delay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 920 Limitation of liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1021 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1022 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1123 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1124 Language. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Additional or Alternative Clauses for Service-specific Terms and Conditions 14Authorized Users 14Customer's Obligations 14Ownership of Mail 15Limitation of Liability 15Replacement Terms and Conditions For SmartFlow™ Send Document Management Services 20Additional Terms and Conditions for Priority™ Worldwide 20Replacement Terms and Conditions for smartmoves™ 40Request for On-Demand or Scheduled Third-Party Pickup and Delivery 41Customized Postal Indicia 41

January 14, 2019 Version 1.1 Page 1

CUSTOMERS WITH A STANDING OFFER AGREEMENTTERMS AND CONDITIONSCanada Post is in the business of providing mail and other related delivery Products and Services. The parties wish to set out the terms by which Canada Post will provide and the Customer will use such Products and Services. In consideration of the mutual obligations specified in this Agreement, the parties agree to the following:

1 DEFINITIONS

1.1 “Affiliate” means an affiliated body corporate as defined by the Canada Business Corporations Act as amended from time to time.

1.2 “Agreement” has the meaning set out in section13.

1.3“Agreement Year” means 12 consecutive calendar months falling between two anniversary dates.

1.4“Applicable Published Prices” means, with respect to each Product and Service, the applicable prices, including any applicable fees, charges or surcharges, and less any applicable rebates, set by Canada Post and in effect at the time of mailing, as published and/or made available by Canada Post for general application to its Customers, as amended from time to time.

1.5“Authorized User” means a party designated by the Customer and who is approved by Canada Post to have access to the Products and Services offered under this Agreement. Unless otherwise specified in this Agreement, an Authorized User has full access to the Products and Services offered under this Agreement.

1.6“Business Day” means a day other than Saturday, Sunday, a statutory holiday and any day normally observed as a holiday by Canada Post.

1.7“Customer-Developed/Third-Party Shipping system” means the suite approved by Canada Post, which allows for automated preparation of shipping documentation, including labels, and contains other features to facilitate shipping with Canada Post, and which is further described at canadapost.ca/eLink.

Page 1 Version 1.1 January 14, 2019

http://www.canadapost.ca/eLink

Terms and Conditions – Customers with a Standing Offer Agreement

1.8“Customer Guide” means the document of the same name issued by Canada Post for each of the Products and Services, as amended from time to time.

1.9”Electronic Goods” means electronic devices or their mechanisms, memory and all ancillary or related data storage devices, including but not limited to computers, televisions, tablets, cellular phones, smartwatches, audio equipment, media recording devices, cameras, camcorders, GPS and car audio equipment.

1.10“Electronic Shipping Tools (EST)” means the software system made available under license by Canada Post or a third party shipping system approved by Canada Post, which allows for automated preparation of shipping documentation including labels, and contains other features to facilitate shipping with Canada Post, and which is further described at canadapost.ca/est.

1.11”Fragile Items” means items of an inherently fragile nature such as, but not limited to, glass, framed glass, mirrors, crystal, ceramics, pottery, porcelain and china, perishable items or items requiring refrigeration or temperature-controlled transport.

1.12“Item” means a single item or mail piece prepared and mailed using one of the Products and Services in accordance with this Agreement.

1.13“Products and Services” means any of the Products and Services, with the exception of Priority™ Worldwide service, offered for sale as described in the Canada Postal Guide or other Canada Post publication of application to commercial Customers generally, including the applicable Customer Guide.

1.14“Subsidiary” means a subsidiary body corporate as defined by the Canada Business Corporations Act as amended from time to time.

1.15“Term” means the period set out in the Customer Guide for each Product or Service.

1.16Other terms not specifically defined in this Agreement have the meanings defined in the applicable Customer Guide, the Canada Postal Guide or other Canada Post publication of application to customers generally.


http://www.canadapost.ca/cpo/mc/business/tools/est.jsf?LOCALE=en


2 CANADA POST’S OBLIGATIONS

2.1 Canada Post agrees to deliver Items of each Product and Service mailed under this Agreement according to the applicable delivery standards set out in the Customer Guide or canadapost.ca/deliverystandards and of general application to Canada Post’s Customers, as amended from time to time. Unless expressly stated in this Agreement, delivery standards established by Canada Post for its Products and Services are not performance guarantees.

2.2 Canada Post agrees to provide or make available to the Customer upon execution of this Agreement, the Canada Postal Guide or other material published by Canada Post, including the Customer Guide corresponding to a particular Product or Service of general application to Customers, and any subsequent amendment thereto.

3 CUSTOMER’S OBLIGATIONS

3.1 The Customer agrees to prepare and mail Items in accordance with this Agreement.

3.2 The Customer agrees to purchase and pay for the Products and Services at the Applicable Published Prices specified in the Price Sheet, subject to any applicable rebates plus all applicable fees, charges, surcharges and taxes. The Applicable Published Prices charged are subject to verification, correction and adjustment for any applicable fees, charges, surcharges and taxes.

3.3 The Customer agrees to pay for the Products and Services purchased using the payment method(s) specified in the applicable Customer Guide.

3.4 If so specified in the Agreement, the Customer agrees to meet the minimum volume of Items required per deposit or per annual commitment for each Product and Service.

3.5 If so specified in the Agreement for a Product or Service, the Customer shall include an electronic order, in such form as approved or stipulated by Canada Post, with each mailing.


http://www.canadapost.ca/deliverystandards


3.6 Use of Marks and Indemnification Obligation

Except as specifically provided for in this Agreement, no party shall use any trademarks, trade names, official marks and any other rights of another party (“the Marks”) without the prior written authorization of such other party. Nothing contained in this Agreement is intended as an assignment or grant of any right, title or interest in or to the Marks. The Customer warrants that it is the owner or licensed user of the Marks, and has the authority to and does grant Canada Post and its Designated Representative the right to use such Marks as required to perform under this Agreement. Any use by the Customer of Canada Post’s intellectual property or third-party intellectual property used under licence by Canada Post, including, but not limited to usage of any Canada Post logos or trade names must be approved in writing in advance by Canada Post.

The Customer shall indemnify Canada Post from any and all claims, demands, loss or damage suffered by Canada Post and its Designated Representative as a result of, or in any way connected with the artwork (including Marks) provided by or on behalf of the Customer.

3.7In addition to the indemnity contained in section 6, the Customer shall indemnify Canada Post from any and all claims, demands, loss or damage, direct or indirect, suffered by Canada Post and its Designated Representative as a result of, or in any way connected to the Customer’s failure to abide by the terms and conditions of this Agreement.

4 EXCLUSIVE PRIVILEGE

4.1 The Customer acknowledges that Canada Post has, pursuant to and in accordance with the Canada Post Corporation Act and Regulations, the sole and exclusive privilege of collecting, transmitting and delivering letters within Canada. Without prejudicing any other rights or remedies Canada Post may otherwise have, the Customer agrees that Canada Post may terminate the Agreement if the Customer, or any Authorized User of the Customer, directly or indirectly contravenes this privilege. If the Agreement is terminated for contravention of this privilege, then, in addition to any amounts otherwise due, the Customer shall pay to Canada Post an amount equal to the difference between the amount paid or payable for all Items mailed up to the date of termination and the amount that would have been payable for that volume, at current undiscounted prices, that would have been payable, but for this Agreement.

5 CRITERIA FOR QUALIFICATION

5.1The Customer is responsible for ensuring that all Items comply with the requirements set out in this Agreement and, except for Priority™ Worldwide services, the Canada Post Corporation Act and Regulations; and, for international Items, the Universal Postal Union (UPU) requirements and any receiving postal administration or designated operator requirements and the laws of the country of destination, all as may be amended from time to time. Items not complying with these requirements may not be mailed under this Agreement. Canada Post retains the right to refuse to accept any Item that it, in its sole discretion, deems unacceptable.



5.2 Mailings not previously approved by Canada Post and assessed by the Customer, or on behalf of the Customer, are subject to pricing verification and correction by Canada Post.

5.3 Items presented for mailing to Canada Post may be verified to determine compliance with applicable Terms and Conditions. Items determined not to be compliant may, at the discretion of Canada Post, be:

a) returned at the Customer’s expense, to be made compliant by the Customer, where possible;

b) processed and charged at the next or most appropriate Product or Service category, where available;

c) subject to a surcharge; or

d) refused for mailing.

5.4 Canada Post may correct the Customer’s order documentation if it contains incomplete or incorrect information.

5.5 Canada Post shall not be responsible for meeting any delivery standards, where applicable, for delays arising from the mailing of non-compliant Items.

6 SURCHARGES

6.1

Items mailed under this Agreement may be subject to one or more of the following surcharges:

• Surcharges for non-compliance with mail specification or preparation requirements;

• Fuel surcharge;

• Mailing tube surcharge;

• Oversize (O/S) surcharge;

• Unpackaged surcharge;

• Non-transmitted Order surcharge;

• Non-manifested Item surcharge.

Details regarding such surcharges are set out in the applicable Customer Guide. Canada Post may amend the surcharges at any time immediately upon Notice to the Customer.

6.2 RECEIVING POSTAL ADMINISTRATION OR DESIGNATED OPERATOR SURCHARGE

The Customer agrees to reimburse Canada Post for any incremental terminal dues costs such as, but not limited to, bulk mail and remail charges that are applied by the receiving postal administration or designated operator, as specified in the Universal Postal Union Convention.



7 CURRENCY

7.1

Unless expressly noted to the contrary, all monetary amounts are stated and shall be paid in Canadian currency.

8 AUDITS

8.1

On request, the Customer shall permit Canada Post and its authorized representatives access to its premises and, if applicable, those of Authorized Users and the Mailer, On Behalf Of the Customer, during the Term, and for a reasonable period of time after the expiry or earlier termination of this Agreement. The Customer agrees to facilitate Canada Post’s access, examination and audit of the records, databases and information relating to the Items mailed under this Agreement and the Customer’s obligations, including, if applicable, those of Authorized Users and the Mailer, On Behalf Of the Customer, under this Agreement.

9 AUTHORIZED USERS

9.1

All references to the Customer include the Customer’s Authorized Users and any actions taken by an Authorized User are deemed to be the actions of the Customer. The designation of Authorized User is subject to the approval of Canada Post. The List of Authorized Users is set out in an appendix to this Agreement.

9.2

The Customer may amend the List of Authorized Users upon consent of Canada Post.

9.3

An Authorized User who ceases to be an Affiliate, Subsidiary or a franchisee of the Customer will no longer be entitled to mail Items under this Agreement as of the date upon which it ceases to be an Affiliate, Subsidiary or franchisee of the Customer. In the event that an Authorized User ceases to be an Affiliate, Subsidiary or a franchisee of the Customer, the Customer shall give Notice to Canada Post within 30 calendar days of such change in relationship.

9.4

The Customer is responsible for the compliance by each Authorized User with this Agreement. In the event that an Authorized User fails to pay for Products or Services provided under this Agreement, the Customer shall pay the amount owing.



10 MAILERS, ON BEHALF OF

10.1Canada Post will accept Items mailed by another party on behalf of the Customer, provided that the mailing of such Items complies with the Terms and Conditions of this Agreement. The Customer shall require a Mailer, On Behalf Of, to abide by the Agreement. The actions taken by the Mailer, On Behalf Of, are deemed to be the actions of the Customer.

11 RESALE OR INTERLINING

11.1

The Customer agrees that any Products and Services purchased under this Agreement are for the Customer’s own use as an end user or for the use of an Authorized User. Unless otherwise expressly permitted by Canada Post, the Customer will not sell or permit the resale of any services or supplies received from Canada Post, nor use the Products and Services offered under this Agreement for the purposes of interlining. Interlining is the process in which a carrier uses another carrier’s transportation service in the course of a continuous freight movement.

12 ASSIGNMENT

12.1

The Customer shall not assign this Agreement without the prior written consent of Canada Post and any purported assignment without prior consent is void. Canada Post may assign the benefits of this Agreement or make any arrangements that would result in the performance, in whole or in part, of the obligations of Canada Post under this Agreement by a person other than Canada Post.

12.2 If the Customer amalgamates, merges or enters into a similar business combination with any other entity, including without limitation by means of

a) acquisition of all or substantially all of the assets of another entity; or

b) the sale of all or substantially all of the assets to another party, then, for the purpose of this Agreement, such amalgamation, merger or combination will be deemed to be an assignment requiring the prior written consent of Canada Post.

13 ENTIRE AGREEMENT AND ALTERATIONS

13.1 All references to this Agreement shall be deemed to include:

a) The Agreement Activation Form(s);

b) These General Terms and Conditions;



c) The applicable Customer Guide(s);

d) The applicable Price Sheet(s);

e) The Credit Application Form, if applicable;

f) The Canada Postal Guide;

g) Any appendices and any documents referenced therein;

all as may be amended from time to time.

13.2 Without limiting the generality of the above, in the event of any inconsistency between this Agreement, and any document other than the Canada Post Corporation Act or its Regulations, the terms of this Agreement shall prevail and be interpreted in the order of priority listed above.

13.3 No representations, warranties, negotiations or conditions, either verbal or written, will bind the parties except as expressly set out in this Agreement. Except as set out in the section on "Waiver" below, no agent or representative of either party to this Agreement has authority to alter the provisions of this Agreement, and any such purported alteration shall not be binding.

14 WAIVER

14.1 Except as specifically stated in this Agreement, no waiver or amendment of this Agreement shall be binding unless executed in writing by the appropriate party’s authorized representative. No waiver of any provision of this Agreement shall constitute a continuing waiver unless otherwise expressly provided. Acceptance of Items for mailing shall not constitute a waiver by Canada Post of the Customer’s obligations under this Agreement.

15 AMENDMENTS

15.1 Canada Post reserves the right to modify, discontinue Products or Services, or otherwise amend this Agreement, including prices, by giving the Customer 30 calendar days’ written Notice as specified in this Agreement.

15.2 Canada Post reserves the right to amend the Canada Postal Guide without Notice to the Customer.



16 SURVIVAL

16.1 The termination or expiry of this Agreement will not affect the survival and enforceability of any provision of this Agreement that is expressly or implicitly intended to remain in force after such termination or expiry.

17 SEVERABILITY

17.1 If any part of the Agreement is unenforceable or invalid for any reason whatsoever, such part shall be severable from the remainder of the Agreement and its unenforceability or invalidity shall not affect the enforceability or validity of the remaining parts of the Agreement.

18 GOVERNING LAW

18.1 This Agreement is made subject to and in accordance with the Canada Post Corporation Act (the “Act”), R.S.C. 1985, c. C-10, as amended from time to time, and any of the Regulations, which are or may be from time to time made under the Act.

18.2 If the Customer’s address is not in a Canadian province or territory, this Agreement shall be governed by, and interpreted under, the laws in force in the province of Ontario, Canada. The forum for any legal proceedings shall be the province of Ontario, Canada.

19 EXCUSABLE DELAY

19.1 Except for the Customer’s payment obligations, neither party shall be liable to the other for any failure to perform, or delay in the performance of, any obligation under the Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, epidemics, labour disruptions, failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment or lines, or other equipment if applicable, delays caused by customs authorities, provided that the party experiencing such circumstances immediately notifies the other party in writing of the circumstances and minimizes, to the extent reasonably practicable, the impact of such circumstances on the performance of the obligations under the Agreement.



20 LIMITATION OF LIABILITY

20.1 Canada Post reserves the right to independently review and verify any and all claims made by the Customer arising from missed delivery and/or service commitments.

20.2 Except as specified in the Customer Guide for the Product or Service, Canada Post shall not be responsible for any direct, indirect, general, special or consequential damages arising out of the Agreement regardless of whether such damages result from loss, mishandling or delay in delivery of any Item.

21 TERMINATION

21.1 Either party may terminate this Agreement at any time, without cause, by giving 30 calendar days’ written Notice to the other.

21.2 Either party may immediately terminate this Agreement upon written Notice to the other party if at any time during the Term:

a) either party ceases to carry on business or makes a sale in bulk of all or substantially all of its assets; or

b) either party becomes insolvent or bankrupt, or files any proposal or makes any assignment for the benefit of creditors; or

c) a receiver, trustee or other person with like powers is appointed to handle the affairs or property of either party; or

d) an order is made for the winding up or liquidation of either party; or

e) either party continues to be in default of any of its obligations after being provided 30 calendar days’ Notice of the default.

21.3 Should the Customer fail to purchase Products and Services under this Agreement for a period of more than 12 consecutive months, Canada Post may terminate the Agreement or amend the List of Authorized Users without notice.

21.4 Termination of this Agreement shall be without prejudice to any rights of the Customer or Canada Post that have accrued prior to the date of termination.

21.5 Neither party shall have a right to damages as a result of termination of this Agreement.



22 NOTICES

22.1 Any Notice given by either party shall be in writing and delivered personally, by Registered Mail, by Priority™ with Signature or by Xpresspost™ with Signature. Alternatively, Notices regarding Amendments to this Agreement by Canada Post may be sent to the Customer via email or by Canada Post posting such changes on Canada Post’s website (canadapost.ca/notice), including in particular canadapost.ca/customerguides, which will be deemed received upon posting.

Notices to Canada Post shall be sent to:

AGREEMENT MONITORINGCANADA POST CORPORATION2701 RIVERSIDE DR SUITE B0230OTTAWA ON K1A 0B1

Notices to the Customer shall be sent to the Customer’s general contact at the mailing or email address set out in the Agreement Activation Form.

22.2 Notices delivered personally shall be deemed received at the time of delivery, Notices sent by Registered Mail shall be deemed received on the fourth Business Day following the date of mailing, and Notices sent by Priority™ with Signature or Xpresspost™ with Signature shall be deemed received on the second Business Day following the date of mailing. Weekend and statutory holiday mailings will count as originating on the following Business Day.

22.3 Either party may change its address by giving Notice to the other party.

22.4 The Customer agrees that Canada Post may update the Customer’s address information obtained from any source, including any Mail Forwarding request form submitted to Canada Post, for the purpose of contacting the Customer with respect to this Agreement.

23 CONFIDENTIALITY

23.1 Definition of “Confidential Information”: Means all information, whether disclosed in written, oral or visual form, which is identified as confidential at the time of disclosure or that a reasonable person would consider, from the nature of the information or circumstances of disclosure, as being confidential. Confidential Information includes, but is not limited to, customer lists, including Personal Information under the Privacy Act, as amended, information relating to the research, development, technology, pricing, finances, marketing or business plans and general affairs of the other party or any subsidiary of such other party.


http://www.canadapost.ca/notice

http://www.canadapost.ca/customerguides


23.1.1

For clarity, Confidential Information does not include such observations and general knowledge of consumer and business trends in the purchase and sale of goods and services as a party to this Agreement may learn in providing or receiving any product or service under this Agreement and uses in the development and sale of new products and services.

23.2 Each party to this Agreement (the “Receiving Party”) agrees to hold all Confidential Information of the other party (the “Disclosing Party”) in confidence and not use any Confidential Information other than permitted by this Agreement. The Receiving Party shall not disclose any Confidential Information of the Disclosing Party without the prior written consent of the Disclosing Party, other than to those employees, agents, subcontractors or representatives of the Receiving Party who have a need to know such Confidential Information for the purposes contemplated in this Agreement.

23.3 Section 23.2 will not apply to any information which:

a) is publicly available;

b) is independently developed by the Receiving Party;

c) is known by the Receiving Party without restriction on disclosure prior to its initial disclosure by the Disclosing Party;

d) is lawfully received from a third party on a non-confidential basis; or

e) is required to be disclosed by government or court order or other legal process, provided that the Receiving Party will promptly notify the disclosing Party of such requirement and will take reasonable steps to permit the Disclosing Party to prevent or limit such disclosure.

23.4 The Confidential Information shall be maintained by the Receiving Party in the same manner as the Receiving Party keeps its own Confidential Information of a similar nature and in any event shall be kept in accordance with the same care as a reasonable and prudent person would care for such Information.

Canada Post has policies and procedures in place to protect the Confidential Information and Personal Information, as defined in the Privacy Act that it handles. Canada Post is subject to the federal Privacy Act and the Canada Post Corporation Act. Any third parties who are involved in handling Confidential Information on behalf of Canada Post are required to agree to appropriate contractual provisions.

23.5 Upon execution of the Agreement, any confidentiality obligations set out in any other agreement, relating in any way to parcel services, entered into by the parties shall be subject to these General Terms and Conditions, including, without limitation, the limitation of liability in Section D. In the event of any conflict or inconsistency between the terms and conditions of such agreement and these General Terms and Conditions, these General Terms and Conditions shall prevail to the extent of the conflict or inconsistency.



24 LANGUAGE

24.1 It is the express wish of the parties that this Agreement, as well as all related documents, be written in the English language. Les parties ont demandé expressément que la présente ainsi que tout document afférent soient rédigés en anglais.



ADDITIONAL OR ALTERNATIVE CLAUSES FOR SERVICE-SPECIFIC TERMS AND CONDITIONSNOTE: The following clauses are to be added to the General Terms and Conditions or are to replace clauses to

address the requirements of particular Products and Services as noted.

A AUTHORIZED USERS [Replacement for Clause 9- For a Buyers Group Customer]

A.1 All references to the Customer include the Customer's Authorized Users and any actions taken by an Authorized User are deemed to be the actions of the Customer. The List of Authorized Users is set out in an appendix to this Agreement. Subject to the approval of Canada Post, the Customer may designate any member governed by the Customer as an Authorized User.

A.2 The Customer may amend the List of Authorized Users upon consent of Canada Post.

A.3 An Authorized User who ceases to be a member governed by the Customer will no longer be entitled to mail Items under this Agreement as of the date upon which it ceases to be a member governed by the Customer.

A.4 The Customer is responsible for compliance by each Authorized User with this Agreement. In the event that an Authorized user fails to pay for Products or Services provided under this Agreement, the Customer shall pay the amount owing.

B CUSTOMER'S OBLIGATIONS [Replacement for Clause 3.5 - For Neighbourhood Mail (Unaddressed Admail)]

B.1 If so specified in the Customer Guide for a Product or Service, the Customer shall include an electronic Order, in such form as approved or stipulated by Canada Post, with each mailing.



C OWNERSHIP OF MAIL [Additional Clause - Add for Addressed Admail; Incentive Lettermail; Publications Mail; International Incentive Letter-post; and Unaddressed Admail]

C.1 The Customer agrees that Items mailed under this Agreement will be mailed only on the Customer's or its Authorized User's behalf, and that Items will not include commingled mail, being consolidated mail of a type or from sources other than those approved by Canada Post.

D LIMITATION OF LIABILITY [Replacement for Clause 20 - For Parcel Services - excludes Priority™ Worldwide Services]

D.1 Canada Post reserves the right to independently review and verify any and all claims made by the Customer arising from missed delivery and/or service commitments.

D.2 Except as specified in the Customer Guide for the Product or Service, Canada Post shall not be responsible for any direct, indirect, general, special or consequential damages whatsoever arising out of this Agreement.

D.3 AVAILABILITY OF LIABILITY COVERAGE

a) Each shipment mailed using any one of the following services:

Within Canada (excludes Literature for the Blind)

• Priority™,

• Xpresspost™ (excluding Xpresspost™ Certified),

• Expedited Parcel™,

• Regular Parcel™ (excluding Library Materials service).

Includes Liability Coverage against loss or damage of up to $100 except for Regular Parcel items. Additional Liability Coverage may be purchased in the amount of up to $5,000 for shipments within Canada.

Reissuing fees (passport fees, duplicate passport photo cost, immigration visa fees, driver’s licence fees, birth certificate fees, financial instrument cancellation fees, airline tickets reissuing fees and additional postage fees) are covered under these maximums. All options must be selected at the time of shipping to ensure they are properly captured and linked to the unique tracking number.

b) Each shipment mailed using any one of the following services:

USA and other International Destinations

• Xpresspost™ – USA (up to $100 only for prepaid products),

• Xpresspost™ – International (excluding Prepaid products),

• Expedited Parcel™ – USA,

• International Parcel™ - Air and International Parcel™ - Surface,



• Tracked Packet™ – USA and Tracked Packet™ – International.

Includes Liability Coverage against loss or damage of up to $100. Additional Liability Coverage may be purchased in amount up to $1,000 for U.S. and International shipments, except for Tracked Packet™ – USA items and Tracked Packet™ – International items.

NOTE: Liability Coverage is not available for Small Packet - USA and Small Packet - International.

Reissuing fees (passport fees, duplicate passport photo cost, immigration visa fees, driver’s licence fees, birth certificate fees, financial instrument cancellation fees, airline tickets reissuing fees and additional postage fees) are covered under these maximums. All options must be selected at the time of shipping to ensure they are properly captured and linked to the unique tracking number.

c) Canada Post shall have no liability for loss of an Item where there is no scan recorded on the individual Item or evidence of the Item being, or having been, in the course of post. A scan that includes the term “shipment” signifies that the shipping document (or Manifest) was scanned and does not indicate a scan recorded on the individual Item.

d) Some exceptions and conditions apply. The availability and limits of the Liability Coverage may vary on a number of factors, including the country of destination, the service used and the nature of the Item being shipped.

D.4 EXCLUSIONS AND RESTRICTIONS ON CERTAIN ITEMS

Notwithstanding anything to the contrary and regardless of whether other Items were included in the shipment:

a) Canada Post shall have no liability for loss or damage of shipments containing:

• bank notes or coins, with the exception of collectors bank notes and collectors coins specified in b) below

• stocks

• bonds

• negotiable premium coupons, or other securities or other instruments, whether financial or legal, that are negotiable by the bearer, coupons (excluding gift certificates)

• lottery tickets

• trading stamps

• travellers’ cheques

• liquid and dry patient specimens including biological specimens

• cremated remains

• organs

• animals; or

• any unacceptable Item as defined by the Non-Mailable Matter Regulations, as amended from time to time (visit canadapost.ca/nonmailable for more details).

b) The maximum amount payable by Canada Post is (for more details, visit canadapost.ca/nonmailable ):

i $500 for shipments containing:

• collectors coins that are shipped directly from a retailer and are accompanied by an order confirmation from the retailer

• jewellery

• manufactured and non-manufactured precious stones and metals; or

• cancelled or uncancelled postage stamps.



ii $100 for shipments containing:

• collector’s bank notes with a receipt of purchase

• gift certificates

• gift cards; or

• phone cards.

c) Canada Post shall have no liability for damage of shipments containing Fragile Items.

d) Canada Post shall have no liability for damage of shipments containing Electronic Goods that are shipped in any packaging other than:

• the manufacturer's original packaging, which is undamaged and has retained its intended shape and strength;

• packaging that abides by Canada Post's packaging guidelines; or

• Canada Post's packaging for the shipment of electronics, including, but not limited to tablets and smartphones.

Refer to ABCs of Mailing of the Canada Postal Guide at canadapost.ca/postalguide for more details on packaging guidelines.

e) Canada Post shall have no liability for loss, delay or damage of Items mailed to destinations outside of Canada containing prescription or non-prescription drugs, or other Items which may be subject to export or import prohibition or restriction.

f) Canada Post shall not be held responsible by the Customer and the Customer waives all right of action against Canada Post for any loss or damage arising from, or in connection with, Canada Post’s acceptance of a monetary instrument for or on behalf of the customer that is for any reason dishonoured by the issuer thereof.

D.5 OBLIGATION TO REPAIR, REPLACE OR PAY INDEMNITY

Canada Post may, at its option, replace or repair the shipment or Item lost or damaged, or may pay the Customer an indemnity as described herein.

D.6 PAYMENT OF INDEMNITY

If Canada Post elects to pay the Customer an indemnity, Canada Post’s liability is limited to paying the Customer an amount equal to:

a) the lesser of:

i the actual value (either the sender’s cost, retail cost, repair cost, depreciated value or replacement value deemed appropriate by Canada Post), or

ii the amount of liability coverage purchased at the time of shipment less any compensation received by the claimant from any other source, plus

b) postage paid (but not the fee for the liability coverage), plus

c) any non-refundable taxes.

No payment will be made for any expense incurred by the sender or the addressee in submitting a claim for a payment. No interest is payable on any claim payment.



When no coverage was included or purchased and Canada Post is liable for the damage, the postage fee will be refunded. The value of the Item must be declared on the shipping documentation. All indemnity payments will be made to the sender of the Item. If a lost shipment is subsequently found after a claim has been paid, then the sender or the addressee may take delivery of the shipment, provided that Canada Post is repaid for the indemnity, and the shipment is picked up within three months from the date that Canada Post sends Notice that the shipment has been found.

D.7 BLANKET EXCLUSION FROM LIABILITY

No claim shall be paid for a shipment where:

a) Canada Post shall have no liability for loss or damage of a consequential, remote or indirect nature arising from, or in any way connected with Canada Post's failure to deliver or failure to deliver time-sensitive mailings on time. Such loss or damage shall expressly include, but shall not be limited to loss or damage arising from the mailing of tenders, proposals, court documents, or solicitations of any kind;

b) Canada Post shall have no liability for loss, delay or damage of Items mailed to destinations outside of Canada containing prescription or non-prescription drugs, or other Items that may be subject to export or import prohibition or restriction;

c) it is sent using a Canada Post service where coverage is neither included nor purchased;

d) in the case of Collect on Delivery (COD) shipments, the service was used for the collection of funds owed on a previous account;

e) a common carrier would have been exempt from legal liability;

f) the shipment was lost or damaged due to events not reasonably foreseeable or controllable;

g) the shipment was of a commercial nature and was not requested by the addressee;

h) the claim is a result of the customer's failure to comply with the requirements applicable to the service selected, including items that are oversized and/or not adequately packaged to ensure safe transit through our automated system (refer to ABCs of Mailing of the Canada Postal Guide at canadapost.ca/postalguide for more details on packaging guidelines);

i) the loss or damage was in respect of a shipment that contained an Item excluded from coverage;

j) the loss or damage was wholly or partially the fault of the sender;

k) the injury or damage was not a direct result of the loss, damage, delay, non-delivery or misdelivery of any mail;

l) the shipment was delivered without any complaint or evidence of loss or damage, or insufficient evidence of loss or damage was produced; or

m) the addressee or sender fails to co-operate with Canada Post’s investigation.

D.8 TIME TO SUBMIT CLAIMS FOR LOSS OR DAMAGE

A loss or damage claim must be submitted in writing within 90 days of the shipping date for domestic shipments, or six months of the shipping date for international shipments. Canada Post is not obligated to act on any claim until all applicable shipping charges have been paid. The first claim must be made under any insurance or other source for compensation obtained elsewhere. Canada Post is not liable to the insurer.

D.9 MAKING A CLAIM

To initiate a claim, the Customer must contact the Customer Relationship Network at 1-888-550-6333 or 1-800-267-1177 or by email by visiting canadapost.ca/support. The Customer must provide reasonable particulars in support of a claim, including the following documentation:


http://www.canadapost.ca/support


a) proof of mailing showing coverage;

b) proof of postage and, if applicable, additional Liability Coverage obtained and paid;

c) proof of value (documentation acceptable to Canada Post showing proof of the sender’s value, either the sender’s cost, retail cost, repair cost, depreciated value or replacement value as deemed appropriate by Canada Post);

d) any non-recoverable provincial sales tax.

For claims relating to damaged shipments, upon request, the Customer or addressee must make the shipment available for inspection by Canada Post. Canada Post may deny a claim for insufficient proof or for failure by an addressee or sender to co-operate with Canada Post’s investigation.

D.10 ON-TIME DELIVERY GUARANTEE - CLAIMS FOR DELAY

For those services with an On-Time Delivery Guarantee against published delivery standards, Canada Post’s liability for delay is limited to the equivalent replacement service or the credit of shipping charges. Shipping charges would include the base shipping fees, cubing adjustments, credit for over-declared weight and a fuel surcharge, but would exclude charges for options [Signature, Signature Hard Copy, Proof of Age, Proof of Identity, Liability Coverage, Collect on Delivery (COD) and Pickup Services].

The On-Time Delivery Guarantee for all services may be cancelled, suspended or modified by Canada Post at any time without prior notice. Without limiting the generality of the foregoing, Canada Post reserves the right to cancel the On-Time Delivery Guarantee without notice in the event that a customer repeatedly fails to meet shipping documentation requirements.

Under the On-Time Delivery Guarantee for Priority, Xpresspost and Expedited Parcel within Canada, a claim for delay may only be submitted and will only be paid if, during a peak period, an item sent by one of these three services is delivered two or more days after the published delivery standards. The start and end dates for a peak period will be posted to canadapost.ca/notice when available.

The guarantee does not apply to shipments that require special handling, such as items that are non-standard in size, dimension or packaging including cylindrical mailing tubes, oversized or unpackaged items, items showing incorrect address information or items that do not meet barcode label quality requirements. The guarantee will be voided for Xpresspost – USA and Xpresspost – International when the shipping label is incomplete or illegible. Failure to comply may result in the item being returned to the sender for proper completion or could result in delays, non-delivery, voided delivery guarantees, if applicable, fines and customs seizure at the international destination. If your item bears a tracking number that was used on a previous shipment, the item will be returned to the sender.

The guarantee is based on the service provided from the time of pickup or acceptance of the Item by Canada Post to the time the delivery was first attempted. The guarantee does not apply in the case of delay or non-delivery caused by an event beyond the control of Canada Post, including, but not limited to, inclement weather, acts of God, epidemics, acts of terrorism, acts of war, flight delays or cancellations, riots, strikes, Customs or other regulatory authorities, or the act or default of the Customer. A claim for delay must be initiated by calling Canada Post’s Customer Relationship Network at 1-800-267-1177, or by creating an online service ticket at canadapost.ca/parcelsupport within 30 Business Days from the delivery standard date according to the latest published Canada Post delivery standards. The Customer may be required to provide proof of the acceptance of the Item by Canada Post. Canada Post is the sole source of performance data for making calculations for payment. Visit canadapost.ca/deliverystandards for details on Delivery Standards.

The On-Time Delivery Guarantee for the Xpresspost and Expedited Parcel services does not apply when shipping items from or to Air Stage offices. The Priority service is not available for shipping items from or to Air Stage offices.

Refer to Priority™ Worldwide Service Terms and Conditions at canadapost.ca/generalterms for details and limitations on the Priority™ Worldwide Money-Back Guarantee.


http://www.canadapost.ca/parcelsupport

http://www.canadapost.ca/notice

http://www.canadapost.ca/deliverystandards

http://www.canadapost.ca/generalterms


E REPLACEMENT TERMS AND CONDITIONS FOR SMARTFLOW™ SEND DOCUMENT MANAGEMENT SERVICES

[Replace the following for all General Terms and Conditions]

Refer to the SmartFlow™ Send Document Management Services Solutions Terms and Conditions supplement.

F ADDITIONAL TERMS AND CONDITIONS FOR PRIORITY™ WORLDWIDE

The General Terms and Conditions located elsewhere in the current Parcel Services Customer Guide do not apply to the Priority™ Worldwide service. These Priority™ Worldwide Terms and Conditions are not subject to, and do not incorporate by reference, any other terms or conditions except as specified herein. Please note that all amendments to these Priority™ Worldwide Terms and Conditions will be posted on canadapost.ca/generalterms.

The pages in the current Parcel Services Customer Guide and the Canada Postal Guide related to the Priority™ Worldwide service explain certain conditions, restrictions and requirements under which the service will be rendered. The following pages include those terms and conditions by reference and contain further general and specific conditions (the “Priority™ Worldwide Terms and Conditions”) (such pages in the current Parcel Services Customer Guide and the Canada Postal Guide, these Priority™ Worldwide Terms and Conditions, and the Applicable Published Priority™ Worldwide Prices collectively, the “Priority™ Worldwide Service Guide”). The Priority™ Worldwide Service Guide is applicable to the transportation of any package, document, envelope, container or other item by Priority™ Worldwide service. The Priority™ Worldwide Service Guide is published electronically at canadapost.ca. The downloadable version (pdf) of the Priority™ Worldwide Service Guide (or applicable component(s) thereof) at canadapost.ca, as amended, is controlling.

If there is a conflict between these Priority™ Worldwide Terms and Conditions and the terms and conditions on any Priority™ Worldwide Air Waybill, shipping label or other transit documentation, or any other component of the Priority™ Worldwide Service Guide, the Priority™ Worldwide Terms and Conditions in the Priority™ Worldwide Service Guide, as amended, modified, changed or supplemented, will control to the extent they are not in conflict with the rules relating to liability for international carriage established by the Warsaw Convention, the Montreal Convention, or other applicable treaties or any applicable tariff.

Any failure by us to enforce or apply a term, condition or provision of the Priority™ Worldwide Service Guide does not constitute a waiver of that term, condition or provision and does not otherwise impair our right to enforce or apply such term, condition or provision.

The Priority™ Worldwide Service Guide and any subsequent modifications, amendments or supplements supersedes all previous Priority™ Worldwide Service Guides, amendments, supplements, and other prior statements concerning the rates and conditions of the Priority™ Worldwide service.

We reserve the right to unilaterally modify, amend, change or supplement the Priority™ Worldwide Service Guide, including, but not limited to, the rates, services, features of service, and these Priority™ Worldwide Terms and Conditions, in respect of all customers or any particular customer without notice. Only the Legal Department of Federal Express Canada Ltd. and those persons expressly authorized by Canada Post Corporation respectively may authorize a supplement to, modification, change or amendment of the Priority™ Worldwide Service Guide. No other agent or employee of Federal Express Canada Ltd. or Canada Post Corporation, nor any other person or party, is authorized to do so.

Rates and service quotations by our employees and agents are based upon information you provide, but final rates and service may vary based upon the shipment actually tendered and the application of these Priority™ Worldwide Terms and Conditions. Except as otherwise provided above, any conflict or inconsistency between the Priority™ Worldwide Service Guide and other written or oral statements concerning the rates, features of service, and Priority™ Worldwide Terms and Conditions applicable to the Priority™ Worldwide service will be controlled by the Priority™ Worldwide Service Guide, as modified, amended or supplemented.


http://www.canadapost.ca/generalterms

http://www.canadapost.ca



All amounts are in Canadian dollars, unless otherwise indicated.

WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED.

F.1 DEFINITIONS

“Applicable Published Priority™ Worldwide Prices” means the prices for Priority™ Worldwide services, including any applicable fees, charges or surcharges, and less any applicable discounts, set by us and in effect at the time of shipment, as published and/or made available by Canada Post for general application to customers, as amended from time to time.

“Customs” includes all governmental agencies involved in the import or export of goods.

“Day” and “days” mean calendar day and days, unless expressly noted otherwise.

“In good credit standing” means: (1) that payment on the Canada Post account is current; (2) the account is not in “cash only” status; and (3) for commercial or business accounts, the balance does not exceed the credit limit established by us.

“Package” means any container or envelope that is accepted by us for delivery by Priority™ Worldwide service.

“Priority™ Worldwide Air Waybill” means the Priority™ Worldwide air waybill used for Priority™ Worldwide shipments.

“Priority™ Worldwide Service Guide” means the Priority™ Worldwide Service Guide, as modified, amended or supplemented by us from time to time.

“Recipient” and “consignee” mean the person and/or company to whom a Priority™ Worldwide shipment is being sent.

“Residence” and “Residential” includes, but is not limited to, a home or a business operating out of a home, where the entrance to the Residence is not open to the public.

“Shipment” means one package moving on one Priority™ Worldwide Air Waybill.

“Shipper” and “sender” mean the person and/or company sending a Priority™ Worldwide shipment.

“Transportation charges” means rates and other amounts assessed for the air and surface movement of a shipment, not including any other fees or charges which may be assessed under this Priority™ Worldwide Service Guide, such as declared value charges, customs duties and taxes, however levied or applied.

“We”, “our” and “us” refer to Federal Express Canada Ltd. (“FedEx”), its principals, subsidiaries, branches and affiliates and their respective employees, agents (including but not limited to Canada Post Corporation (“Canada Post”)) and independent contractors.

“You” and “your” include the shipper/sender, recipient/consignee, and importer of record and their respective employees, principals, agents and independent contractors.

F.2 ACCOUNT NUMBERS – SEE “METHOD OF PAYMENT”

F.3 ADDRESS CORRECTION

If a recipient’s address on a Priority™ Worldwide Air Waybill is found to be incomplete or incorrect, we will attempt to find the correct address and try to complete the delivery but we assume no responsibility for our inability to complete delivery under such circumstances.



Use of post office box numbers, incorrect postal/zip codes and former street addresses for recipients who have relocated, are examples of errors requiring address corrections. If the correct address cannot be determined and if the recipient cannot be reached, we may attempt to contact the sender for address clarification or instructions to return the shipment at the sender’s expense, and the sender will be responsible for all transportation charges and any applicable fees. We will not be liable or responsible for failure to meet the delivery commitment of any shipment with an incorrect or incomplete address (See “Undeliverable Packages”).

F.4 BILLING – SEE ALSO “METHOD OF PAYMENT”a) Charges requiring conversion to a currency other than Canadian dollars will be calculated daily using the

median bid price obtained from OANDA, an Internet exchange-rate service. The median bid price is the average price at which buyers offer to buy currencies from sellers during the given period. You can access these currency conversion rates at OANDA.com.

The currencies of participating European Union countries will have stationary conversion rates to the EURO. There is an additional exchange fee of 1.75% for conversion from CAD to USD, 2.3% for USD to CAD and 2% for CAD to all non-Canadian and non-US currencies. There is no exchange fee between currencies related to the EURO. Charges in currencies other than Canadian dollars that are not freely convertible will be converted to Canadian dollars and billed to the payor’s account either at the free market rate or at the official rate at which FedEx was permitted to purchase Canadian dollars in the relevant currency, at FedEx’s sole option.

The rate corresponding to the ship date will be used for conversions to non-hyper inflationary currencies. However, FedEx reserves the right to use the exchange rate at invoice date, as opposed to shipment date, in countries where the currency is volatile.

b) We reserve the right to audit Priority™ Worldwide Air Waybills and shipments to verify package or shipment weight. If the weight entered is incorrect, we may make appropriate adjustments to the invoice at any time.

c) Default Billing: Senders are solely responsible for accurately completing all sections of the Priority™ Worldwide Air Waybill. If you fail to provide or correctly enter this information, you will be billed and agree to pay based on either the dimensional weight at the time of billing or a standard default weight-per-package estimate, both of which will be determined (and periodically adjusted) by us at our sole discretion.

F.5 BUSINESS DAYS/CARRIER HOLIDAYS

“Business day” means a day other than Saturday, Sunday, a statutory holiday and any day normally observed as a holiday in Canada or in the country of destination or transit. The business week may differ in some international or provincial locations due to local customs. Holidays in international locations and provincial locations will also affect our delivery schedules. Deliveries normally made on the day of a holiday observance will be rescheduled for delivery on the next business day.

F.6 CARRIAGE UNDER INTERNATIONAL CONVENTIONS

As used in this Priority™ Worldwide Service Guide, “Warsaw Convention” means the Convention for the Unification of Certain Rules relating to International Carriage by Air, signed at Warsaw, October 12, 1929 or that convention as amended, including the Montreal Protocol No.4. “Montreal Convention” means the Convention for the Unification of Certain Rules relating to International Carriage by Air, signed at Montreal, May 28, 1999 “Carrier” includes the air carrier issuing the Priority™ Worldwide Air Waybill and all air carriers that carry the goods or perform any other service related to the carriage. When the carriage involves an ultimate destination or stop in a country other than the country of departure, the Warsaw Convention or Montreal Convention may be applicable. The conventions govern, and in most cases limit, our liability for loss of, damage to or delay of cargo, unless you declare a higher value for carriage (subject to the maximum amounts specified below) and pay the required fee as described below. The Warsaw Convention and the Montreal Convention limit our liability for loss



or delay of or damage to your shipment, unless you declare a higher value for carriage and pay the required fee as described below. The interpretation of the relevant convention’s liability limit may vary depending on the destination country. If the Warsaw Convention, as amended by Montreal Protocol No. 4, applies to your shipment, our liability is limited to 17 Special Drawing Rights (SDRs) per kilo (“Warsaw Convention liability limit”), unless you declare a higher value for carriage (subject to the maximum amounts specified below) and pay the required fee. If the Montreal Convention applies to your shipment, our liability is limited to 19 SDRs per kilo (“Montreal Convention liability limit”), unless you declare a higher value for carriage and pay the required fee. To the extent not in conflict with the rules relating to liability for international carriage as established by the Warsaw Convention or Montreal Convention, carriage and other services performed by us are subject to the provisions of this Priority™ Worldwide Service Guide and applicable tariffs as amended from time to time, which are incorporated in this Priority™ Worldwide Service Guide by reference. We assume no obligation to carry goods by any specified aircraft or other mode of transport or over any particular route or to make connections at any point according to any schedules. You agree we may, without notice, substitute an alternate carrier or aircraft, deviate from the route or routes, or cause goods to be transported by motor vehicle or other mode of transport. You agree that there are no stopping places which are agreed upon at the time of tender of the shipment, and we reserve the right to route the shipment in any way we deem appropriate.

F.7 CARTAGE AGENTS/PICKUP AND DELIVERY SERVICE TO AND FROM POINTS OUTSIDE PRIORITY™ WORLDWIDE DIRECT SERVICE AREA

a) Shipments accepted for carriage to points outside the Priority™ Worldwide direct service area may be tendered to cartage agents for delivery to their ultimate destination.

An additional charge will be applied for all such shipments to Alaska and Hawaii and this charge will be reflected on the invoice you receive from us. Please see the Applicable Published Priority™ Worldwide Prices or call Canada Post at 1-888-550-6333 for details.

b) When you elect to use a cartage agent to pick up a shipment for delivery to a Canada Post retail location, you are responsible for paying all charges assessed by the cartage agent. The invoice you receive from us will reflect only our charges.

c) Complaints and claims arising from service rendered by cartage agents you select when you elect to use a cartage agent should be directed to the cartage agent.

F.8 CARTAGE AGENTS/PICKUP AND DELIVERY SERVICE TO POINTS WITHIN PRIORITY™ WORLDWIDE DIRECT SERVICE AREA.

Subject to the paragraph below on “Pickup and Delivery Service”, pickup and delivery service is provided by us within specified service areas at no additional charge. However, should you choose to use the services of a cartage agent to pick up a shipment instead of using us directly, you are responsible for paying all charges assessed by the cartage agent. The invoice you receive from us will reflect only our charges.

F.9 CLAIMS, LEGAL ACTION AND ARBITRATION

a) ALL CLAIMS MUST BE MADE IN WRITING AND WITHIN STRICT TIME LIMITS.

b) Written notice of a claim due to damage or delay must be received by us from you within twenty-one (21) days after we accept the shipment for carriage. See the “Priority™ Worldwide Money-Back Guarantee” for the time periods and additional details applicable to a request for a refund or credit of transportation charges related to a service failure.

c) Written notice of a claim due to loss, shortage, mis-delivery, non-delivery, misinformation or failure to provide information must be received by us within nine months after we accept the shipment for carriage.



d) You may call Canada Post at 1-888-550-6333 to report your claim, but you must still give us written notice of your claim within the time limits referenced above. If telephoning, you should ask for a FedEx “control” number and retain this for future reference. Please refer to this FedEx “control” number when submitting your claim in writing.

e) Within nine months after the package was tendered to us for shipment, we must have received all relevant documentation regarding your claim. Such documentation may include original purchase invoices, estimates or invoices for repair, expense statements, appraisals, copies of Priority™ Worldwide Air Waybills or other records. Photographs recorded by third parties may not be considered in the evaluation of any claim. All of these documents must be verifiable to our satisfaction.

f) We are not obligated to act on any claim until all transportation charges have been paid. The claim amount may not be deducted from those charges or from any outstanding balance owed to us.

g) Except as provided in paragraph (h) below, receipt of the shipment by the recipient without written notice of damage on the delivery receipt is prima facie evidence that the shipment was delivered in good condition.

h) In the case of a claim for concealed damage which is not discovered at the time of delivery, you must notify us in writing as promptly as possible after the discovery of the damage, and in any event not later than 21 days after the date of delivery. If more than 21 days elapse between the date of delivery of the shipment to the recipient and our receipt of such notice, you must show good cause, verifiable to our satisfaction, why the damage was not discovered earlier and timely notification not given.

i) As a condition of considering any claim for damage, you must make the shipment and the original shipping cartons and packing available for our inspection at our option at the delivery location and you must retain all such materials until the claim is concluded.

j) Only one claim can be filed in connection with a shipment. Acceptance of payment of a claim shall extinguish any right to recover in connection with that shipment.

k) Written claims must be submitted to:

FEDERAL EXPRESS CANADA LTD.P.O. BOX 4626 TORONTO STN ATORONTO ON M5W 5B4

l) FAILURE TO COMPLY WITH ANY OF THE ABOVE CONDITIONS, INCLUDING THE TIME LIMITS, WILL RESULT IN THE DENIAL OF YOUR CLAIM, AND WE WILL HAVE NO LIABILITY OR OBLIGATION TO PAY YOUR CLAIM. THE FILING OF A LAWSUIT DOES NOT CONSTITUTE COMPLIANCE WITH THE ABOVE NOTICE PROVISIONS.

m) Any claim for damages or other relief arising out of or relating in any way to the Priority™ Worldwide Service Guide, or the services we provided to you, or offered to provide, or the consideration that you paid or agreed to pay to us for such services, or the interpretation or application of these Priority™ Worldwide Terms and Conditions, containing a request for monetary or injunctive relief that, if allowed or granted, would have a reasonable value in excess of $1,000,000 inclusive of all claims asserted by you in conjunction with others or on behalf of others, shall be resolved by arbitration pursuant to the Ontario Arbitration Act, 1991. The arbitrator shall be responsible for determining whether a claim meets the requirements for resolution by arbitration under this provision. We agree to pay all filing and other administrative fees necessary to initiate any such arbitration, subject to the right of the arbitrator to reallocate and assess such fees against other parties to the arbitration in accordance with the arbitration rules applicable to the proceedings.

n) You will have no right to commence any legal action or arbitration proceedings against us for damages unless you have fully complied with all applicable notice periods in these Priority™ Worldwide Terms and Conditions including, but not limited to, the periods for providing notice under the “Claims, Legal Action and Arbitration” and “Priority™ Worldwide Money-Back Guarantee” sections.



o) Any right to claim damages against us shall be extinguished unless an action or arbitration proceeding is commenced within two years from the date of delivery of the shipment or from the date on which the shipment should have been delivered. No action or arbitration proceeding for any damages or other relief may be commenced against us thereafter.

p) You agree that you will not sue us as a class plaintiff or class representative, join a class as a member, or participate as an adverse party in any way in a class action lawsuit or class proceeding of any nature against us. For greater certainty, you agree to waive any right you may have to commence or participate in any class action against us and, where applicable, you also agree to opt out of any class proceeding against us. However, nothing in this paragraph limits your right to bring a lawsuit as an individual plaintiff or commence an arbitration proceeding against us as otherwise permitted by these Priority™ Worldwide Terms and Conditions.

q) To the extent any court finds that provincial rather than federal law applies to any provision of these Priority™ Worldwide Terms and Conditions, the controlling law is the substantive law of the province in which you tendered your shipment to us.

r) The performance of any services does not make us an agent of the shipper or any third party for any purpose.

s) You agree to waive any claim against us for punitive, special, exemplary or aggravated damages.

t) You agree to waive any right to have any claim against us tried before a jury.

F.10 COLLECT ON DELIVERY (COD) SERVICE

We do not offer COD service as a feature of Priority™ Worldwide service.

F.11 CREDIT TERMS – SEE “METHOD OF PAYMENT”

F.12 CUSTOMS CLEARANCE

a) All shipments which cross international borders must be cleared through customs in the destination country prior to delivery to the recipient. Clearance requires the presentation of the shipment and accompanying paperwork to customs inspectors in the destination country. The duties of these customs officials may include verifying the value and description of the contents (which may include opening the package) and properly completing the required documentation.

All non-document shipments sent to international destinations must have a description and commercial transaction value for customs even if the shipment is not for resale.

b) Wherever local law allows, we will submit your shipments to customs and other appropriate regulatory agencies for clearance, and may advance duties and taxes on behalf of the payor provided appropriate credit arrangements have been made in advance (See “Duties and Taxes”). Wherever permissible by local law, Priority™ Worldwide services include customs clearance of your shipments. NOTWITHSTANDING ANY OTHER PROVISION IN THESE Priority™ Worldwide TERMS AND CONDITIONS, WITH RESPECT TO ANY ACTIVITIES UNDERTAKEN BY US IN RELATION TO COMMODITIES BEING EXPORTED FROM CANADA, WE WILL NOT BE LIABLE FOR ANY CANADIAN ADMINISTRATIVE MONETARY PENALTY SYSTEM PENALTIES (“AMPS PENALTIES”) LEVIED AGAINST US AND/OR YOU, EVEN ARISING FROM OUR NEGLIGENCE, AND YOU AGREE TO INDEMNIFY US AGAINST ANY SUCH AMPS PENALTIES. If local law requires that the shipments be cleared through customs by the recipient, customs paperwork will be delivered to the recipient. In these cases, delivery of paperwork constitutes shipment delivery.



c) When shipments are held by customs authorities or other agencies for incorrect or missing documentation, we may attempt first to notify the recipient. If local customs law requires the information to be submitted by the recipient and the recipient fails or is unable to do so within a reasonable time, as we may determine, the shipment will be considered “undeliverable” (See “Undeliverable Packages”). If the recipient fails or is unable to supply the information and if local customs law allows the sender to submit that information, we may attempt to notify the sender. If the sender also fails to supply the information requested within a reasonable time, as we may determine, the shipment will be considered “undeliverable” (See “Undeliverable Packages”). We assume no responsibility for our inability to complete a delivery due to incorrect or missing documentation, whether or not we attempt to notify the recipient or sender. We assume no responsibility for our inability to notify the recipient or sender.

d) Shipments other than Personal, Inter-office, and Business (PIB) documents (excluding negotiable stocks, bonds, cash letters and other negotiable instruments equivalent to cash which are not acceptable; see “Restrictions”) may require additional time for delivery due to customs clearance procedures. Shipments requiring documentation in addition to the Priority™ Worldwide Air Waybill (i.e., a Commercial Invoice) may require additional transit time.

e) PROPER COMPLETION OF NECESSARY DOCUMENTATION AND ACCURATE COMMODITY DESCRIPTIONS AND VALUATIONS ARE YOUR RESPONSIBILITY.

f) U.S. Customs regulations require the IRS Employer Identification Number (EIN) or, if an individual, the Social Security Number (SSN), of the U.S. recipient for certain packages being shipped into the U.S. U.S. Customs regulations apply to import shipments with a declared value for customs of U.S. $2,000* or more, for shipments containing plastics, toys, games, or sporting equipment valued at U.S. $250* or more, and for the following commodities valued at U.S. $5* or more: textile or textile products, clothing, leather or leather products, footwear and headwear, all FDA regulated commodities, or other goods that are restricted or controlled requiring a formal entry by the U.S. Customs service. Shipments which are so restricted or controlled or contain commodities that require a B13A Declaration may NOT be shipped by Priority™ Worldwide service.

All packages scheduled for delivery which do not have the EIN number will be detained until that information can be obtained.

*This limit is subject to change.

g) You are responsible for, and warrant your compliance with, all applicable international treaties, laws, government regulations, orders or requirements including, but not limited to, customs and import laws and regulations of any country to, from, through or over which your shipment may be carried. You agree to furnish such information and complete such documents as are necessary to comply with such treaties, laws, regulations, orders or requirements.

We assume no liability to you or any other person due to your failure to comply with this provision.

F.13 DANGEROUS GOODS

All IATA classes of Dangerous Goods may NOT be shipped by Priority™ Worldwide service.

NOTE: We are required by law to report undeclared shipments of Dangerous Goods to the appropriate regulatory or government authorities.



F.14 DECLARED VALUE AND LIMITS OF LIABILITY (NOT INSURANCE COVERAGE)

a) “Declared value for carriage” is required by us to help determine transport liability limits, while “declared value for customs” is required by customs officials for possible assessment of duties and taxes. The declared value for carriage of any shipment (subject to the maximum amounts specified below) represents our maximum liability in connection with a shipment, including, but not limited to, any loss, damage, delay, misdelivery, non-delivery, misinformation, any failure to provide information, or misdelivery of information relating to the shipment. It is the shipper’s responsibility to prove actual damages. Exposure to, and risk of, any loss in excess of the declared value for carriage (or in excess of the maximum amounts specified below) is assumed by the shipper. You may transfer this risk to an insurance carrier of your choice through the purchase of an insurance policy. Contact an insurance agent or broker if you desire insurance coverage. WE DO NOT PROVIDE INSURANCE COVERAGE OF ANY KIND.

b) The declared value for carriage amount cannot exceed the declared value for customs amount.

c) The declared value for customs amount must agree with the value shown on the Commercial Invoice.

d) Road Transport Notice. Shipments transported solely by road to or from a country which is a party to the Convention on the Contract for the International Carriage of Goods by Road, and applicable amendments (“CMR”), are subject to the provisions of the CMR, notwithstanding any other terms and conditions of this Priority™ Worldwide Service Guide to the contrary. For these shipments transported solely by road, if a conflict arises between the provisions of the CMR and the Priority™ Worldwide Terms and Conditions, the provisions of the CMR shall prevail. Any carriage of your shipment by road may also be subject to other international treaties, laws, government regulations, orders or requirements which may govern and serve to limit our liability for loss, damage, delay, mis-delivery, non-delivery, misinformation, any failure to provide information, or mis-delivery of information relating to the shipment.

e) Limitation of Liability. If not governed by the Warsaw Convention or Montreal Convention (See “Carriage Under International Conventions”), the CMR, or international treaties, laws, government regulations, orders, or requirements as noted above, our maximum liability for loss, damage, delay, mis-delivery, non-delivery, misinformation, any failure to provide information, or mis-delivery of information relating to the shipment, even if caused by our negligence or gross negligence, is limited to $100 unless you declare a higher value for carriage (subject to the maximum amounts specified below) on the Priority™ Worldwide Air Waybill and a charge is paid therefor or as provided in paragraph (f) below. If the Warsaw Convention, as amended by Montreal Protocol No.4, applies to your shipment, our liability is limited to 17 Special Drawing Rights (SDRs) per kilo, unless you declare a higher value for carriage and pay the required fee. If the Montreal Convention applies to your shipment, our liability is limited to 19 SDRs per kilo, unless you declare a higher value for carriage and pay the required fee.

f) If you declare a higher value for carriage, an additional charge will be assessed for each $100 (or fraction thereof) by which the declared value for carriage exceeds $100, the Warsaw Convention liability limit or the Montreal Convention liability limit, whichever is applicable, up to the maximum amounts specified below. Subject to the application of the Warsaw Convention and Montreal Convention, whether you declare a higher value for carriage and pay the additional charge or not, our maximum liability for loss, damage, delay, mis-delivery, non-delivery, misinformation, any failure to provide information, or mis-delivery of information relating to the shipment will be the lesser of the shipment’s repair costs, its depreciated value or its replacement costs or your declared value for carriage (up to the maximum amounts specified in paragraph (g) below).



g) Declared Value for Customs and Carriage Limits. All shipments containing items of extraordinary value are limited to a maximum declared value for carriage of $500, the Warsaw Convention liability limit or the Montreal Convention liability limit, whichever is applicable (See paragraph “j” below). The maximum declared value we allow for customs and carriage per air waybill for each Priority™ Worldwide Envelope and Priority™ Worldwide Pak shipment is the greater of $100 and the applicable convention liability limit. Goods with a value (actual or declared) exceeding $100 should not be shipped in a Priority™ Worldwide Envelope or Priority™ Worldwide Pak. The maximum declared value for carriage for other shipments will differ from country to country and may depend on the contents of the shipment. In the absence of any destination country specific provisions or laws, the maximum declared value for carriage for all other shipments is $1,000. The maximum declared value for customs for all other shipments is $1,999. Goods with a value (actual or declared) exceeding $1,999 should not be shipped by Priority™ Worldwide service.

h) Liabilities Not Assumed. In any event, we will not be liable for any damages, whether direct, incidental, special or consequential (including but not limited to loss of income or profits), in excess of the declared value for carriage (subject to the maximum amounts specified herein), or $100, the Warsaw Convention liability limit or the Montreal Convention liability limit, whichever is applicable, subject to paragraph (f) above, whether or not we knew or should have known that such damages might be incurred. We will not be liable for your acts or omissions, including but not limited to incorrect declaration of the shipment, improper or insufficient packing, securing, marking or addressing of the shipment, or for the acts or omissions of the recipient or anyone else with an interest in the shipment. Also, we will not be liable if you or the recipient violate any of the Priority™ Worldwide Terms and Conditions or any other provision of the Priority™ Worldwide Service Guide. We will not be liable for loss, damage, delay, mis-delivery, non-delivery, misinformation, any failure to provide information, or mis-delivery of information relating to shipments of cash, currency or other prohibited items (See “Restrictions”). See “Liabilities Not Assumed” below for a more detailed description. We will not be liable for loss, damage, delay, mis-delivery, non-delivery, misinformation, any failure to provide information, or mis-delivery of information relating to the shipment caused by events we cannot control. You should contact an insurance agent or broker if insurance coverage is desired. WE DO NOT PROVIDE INSURANCE COVERAGE OF ANY KIND.

i) No Warranties. We make no warranties, express or implied.

j) The following items of extraordinary value are limited to a maximum declared value for carriage of the greater of $500 and the relevant convention liability limit. Please note that some of the following items may be totally prohibited for import into certain countries or may be subject to the lower declared value limitations provided above. The following list is subject to revision without notice:

• Artwork, including any work created or developed by the application of skill, taste or creative talent, for sale, display or collection. This includes, but is not limited to, items (and their parts) such as paintings, drawings, vases, tapestries, limited-edition prints, fine art, statuary, sculpture, collectors’ items, customized or personalized musical instruments.

• Film, photographic images, including photographic negatives, photographic chromes, photographic slides.

• Any commodity that by its inherent nature is particularly susceptible to damage, or the market value of which is particularly variable or difficult to ascertain.

• Antiques, or any commodity that exhibits the style or fashion of a past era and whose history, age or rarity contributes to its value. These items include, but are not limited to, furniture, tableware, and glassware.

• Glassware, including, but not limited to, signs, mirrors, ceramics, porcelains, china, crystal, glass, framed glass, plasma screens and any other commodity with similarly fragile qualities.

• Plasma screens.

• Jewellery, including, but not limited to, costume jewellery, watches and their parts, mount gems or stones (precious or semi-precious, cut or uncut), industrial diamonds and jewellery made of precious metal.



• Precious metals, including, but not limited to, gold and silver bullion or dust, precipitates or platinum (except as an integral part of electronic machinery).

• Collectors items such as sports cards, souvenirs and memorabilia. (Coins and stamps may not be shipped).

• Guitars and other musical instruments that are more than 20 years old.

k) Any effort to declare a value in excess of the maximum amounts allowed in this Priority™ Worldwide Service Guide is null and void and the acceptance for carriage of any shipment bearing a declared value in excess of the maximum amounts allowed does not constitute a waiver of any provision of this Priority™ Worldwide Service Guide as to such shipment.

l) Regardless of the declared value of a package, our liability for loss, damage, delay, mis-delivery, nondelivery, mis-information, any failure to provide information, or misdelivery of information, will not exceed its repair cost, its depreciated value or its replacement cost, whichever is less.

m) The shipper is responsible for accurately completing the Priority™ Worldwide Air Waybill and other shipping documents, including completion of the declared value section. We cannot honour requests to change the declared value information on the Priority™ Worldwide Air Waybill after the shipment has been tendered for carriage.

F.15 DIMENSIONAL WEIGHT

We may, at any time during the carriage of the shipment, assess additional transportation charges based on dimensional weight, which is a volumetric standard. Dimensional weight pricing is applicable on a per shipment basis. Dimensional weight is calculated by multiplying length x height x width of a package and dividing by 139 cubic inches per pound (if multiplied in inches) or by 5,000 cubic centimetres per kilogram (if multiplied in centimetres). If the result exceeds the actual weight, charges may be assessed based on the dimensional weight.

F.16 DROP OFFS

Shipments may only be dropped off at any Canada Post retail location offering full Canada Post services. Shipments may NOT be dropped off at any FedEx office, FedEx Kinko’s™ Office and Print Centre, FedEx World Service Center®, FedEx Authorized ShipCentre® or FedEx Express® Drop Box.

F.17 DUTIES AND TAXES

a) For international shipments, duties and all applicable taxes may be assessed on the contents of packages. Such charges will be billed automatically to the recipient. SHIPPER IS ULTIMATELY RESPONSIBLE FOR THE PAYMENT OF ALL APPLICABLE DUTIES AND TAXES IF PAYMENT IS NOT RECEIVED.

b) Invoices for duties and taxes and the advancement fee are payable upon receipt.

c) Wherever local law allows, we will submit your shipments to customs and other appropriate regulatory agencies for clearance, and may advance duties and taxes on behalf of the recipient provided we have the appropriate authorization and credit arrangements have been made in advance.

d) In the event we advance duties and taxes on any given shipment on behalf of the recipient, the recipient will be assessed an advancement fee.

e) We will require recipient importers to pay customs duties and taxes at or prior to delivery of the shipment.

f) All requests for adjustments for overcharges for duties and taxes must be submitted in writing. Each written request must specify the Priority™ Worldwide Air Waybill number, reason for dispute, and be supported by all necessary customs documentation.



F.18 EXPORT CONTROL LAWS

You are responsible for, and warrant your compliance with, all applicable laws, rules and regulations, including, but not limited to, the export laws and government regulations of any country to, from, through or over which your shipment may be carried. You agree to furnish such information and complete and attach to the Priority™ Worldwide Air Waybill such documents as are necessary to comply with such laws, rules and regulations. We will not carry shipments that violate any Canadian export laws. We assume no liability to you or any other person for any loss or expense — including, but not limited to, fines and penalties — if you fail to comply with any export laws, rules or regulations.

F.19 FUEL AND OTHER SURCHARGES

We reserve the right to assess fuel and other surcharges on shipments without notice. The duration and amount of any surcharge will be determined at our sole discretion. By tendering your shipment to us, you agree to pay all applicable surcharges, as determined by us.

F.20 INSPECTION OF SHIPMENTS

Without notice, we may, at our sole discretion, open and inspect any shipment and its contents at any time. Customs authorities, or other governmental authorities, may also open and inspect any shipment and its contents at any time.

F.21 LIABILITIES NOT ASSUMED

WE WILL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, IN EXCESS OF THE DECLARED VALUE OF A SHIPMENT OR THE RELEVANT CONVENTION LIABILITY LIMIT, WHETHER OR NOT WE KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES MIGHT BE INCURRED, INCLUDING, BUT NOT LIMITED TO, LOSS OF INCOME OR PROFITS.

We will not be liable or responsible for loss, damage or delay caused by events we cannot control.

We will not be liable for, nor shall any adjustment, refund or credit of any kind be made as a result of, any loss, damage, delay, mis-delivery, non-delivery, misinformation or any failure to provide information except as may result from our sole negligence. We will not be liable for, nor will any adjustment, refund or credit of any kind be given as a result of, any loss, damage, delay, mis-delivery, non-delivery, misinformation or failure to provide information caused by or resulting in whole or in part from:

a) The act, default or omission of any person or entity, other than us, including those of any local, provincial or federal government agencies.

b) The nature of the shipment or any defect, characteristic or inherent vice thereof.

c) Your violation of any of the Priority™ Worldwide Terms and Conditions or any other provision of the Priority™ Worldwide Service Guide, the Priority™ Worldwide Air Waybill, and any applicable tariff, including, but not limited to, improper or insufficient packing, securing, marking or addressing, or failure to observe any of the rules relating to shipments not acceptable for transportation or shipments acceptable only under certain conditions.

d) Your violation of any applicable international treaty, law, government regulation, order or requirement.



e) “Acts of God”, perils of the air, public enemies, criminal acts of any person(s) or entities, including, but not limited to, acts of terrorism, public authorities acting with actual or apparent authority, acts or omissions of customs or quarantine officials, riots, strikes or anticipated strikes (of any entity, including, but not limited to, other carriers, vendors or suppliers), other local disputes, civil commotion, hazards incident to a state of war, weather conditions (as determined solely by us), natural disasters (earthquakes, floods and hurricanes are examples of natural disasters), national or local disruptions in air or ground transportation networks (as determined solely by us), conditions that present a danger to our personnel, or disruption or failure of communication and information systems (including, but not limited to, our systems). In such circumstances, we will make reasonable efforts to transport and deliver packages to their destination as quickly as practicable under the circumstances; and we are under no duty to advise you of the potential or actual existence of any one or more of these circumstances.

f) Amendments, modifications and supplements of our service schedule in the event of any of the matters referred to in paragraph (e) above. In such circumstances, we will make reasonable efforts to transport and deliver packages to their destination as quickly as practicable under the circumstances; and we are under no duty to advise you of the potential or actual existence of any one or more of these circumstances.

g) Our compliance with verbal or written delivery instructions from the sender, recipient or persons claiming to represent the shipper or recipient.

h) Loss of, or damage to, articles packed and sealed in packages by the sender, provided the seal is unbroken at the time of delivery and the package retains its basic integrity and recipient did not make note of the damage on the delivery record at the time of delivery.

i) Delays caused by customs clearance procedures or those of other regulatory agencies, including delays caused by incorrect, incomplete, inaccurate or missing customs documentation, or by our adherence to our policies regarding the payment of duties and taxes.

j) Our inability to provide a copy of the delivery record, or a copy of the Priority™ Worldwide Air Waybill or a copy of the signature on delivery.

k) Erasure of data from or the loss or irretrievability of data stored on magnetic tapes, files or other storage media, or erasure of photographic images or soundtracks from exposed film.

l) OUR FAILURE TO COMPLY WITH ANY “PACKAGING ORIENTATION” GRAPHICS (E.G., “UP” ARROWS, “THIS END UP” MARKINGS), “FRAGILE” LABELS OR ANY SENDER INSTRUCTIONS/LABELS ON A SHIPMENT.

m) Concealed or other damage to fluorescent tubes, neon lighting, neon signs, X-ray tubes, laser tubes and light bulbs. Due to the extremely fragile nature of these items, we discourage the shipment of these items.

n) The shipment of perishables.

o) Loss of currency, including but not limited to bank drafts, included in a shipment with or without our knowledge.

p) Shipments released without obtaining a signature if the recipient has provided authorization to FedEx by signing a Release Delivery Authorization and Indemnification Agreement.

q) Our failure or inability to attempt to contact the sender or recipient concerning incomplete or inaccurate address, incorrect, incomplete, inaccurate or missing documentation, or payment of duties and taxes necessary to release a shipment.

r) Our failure to notify you of any damage to, or loss, delay, shortage, mis-delivery or non-delivery of your shipment.

s) Any damage to briefcases, luggage, garment bags, aluminum cases, plastic cases, computer cartons or similar types of items whose outer finish might be damaged by adhesive labels, soiling, marking, or other types of surface damage that is normal with ordinary care in handling unless placed in a protective container for shipment.



t) Your failure to provide a method of payment acceptable to us. You, the shipper, will always be primarily responsible for all charges, including, but not limited to, transportation charges, and all duties, customs assessments, governmental penalties and fines, taxes and our legal fees and costs, related to your shipment. Further, and without limiting the generality of the foregoing, you shall indemnify us and hold us harmless against all liabilities, losses, claims, damages, costs and expenses of any nature whatsoever, incurred as a consequence of your non-observance of any applicable international treaties, laws, government regulations, orders or requirements which you are required to observe relating to your shipment.

u) If a shipment is refused by the recipient, leaks or is damaged, the shipment will be returned to the sender if possible. If the sender refuses to accept the returned shipment or it cannot be returned for any reason, the sender is responsible for and will reimburse us for all costs and fees of any type connected with the disposal of the shipment, and all costs and fees of any type connected with the clean up of any spill or leakage.

v) Our acceptance of a shipment to a destination city not served in a country to which Priority™ Worldwide service is provided. We may attempt to complete the delivery. However, in such circumstances, we will not be liable and we will not provide any proof of delivery. The delivery commitment listed for such country will not apply and the applicable rate will be the highest for that country. Such shipments will not be eligible for the Priority™ Worldwide Money-Back Guarantee.

w) Loss or damage to any package for which we have no record of tender to us.

x) The shipment of scale models (including but not limited to, architectural models, doll houses, etc.).

y) The shipper’s failure to provide accurate delivery address information.

z) The shipment of computers or any components thereof or any type of electronic equipment when shipped in any packaging other than the manufacturer’s original packaging, which is undamaged and has retained a good, rigid condition. See the “Packaging and Marking” section for additional requirements.

aa) Any shipment containing a prohibited item. (See “Restrictions”).

ab) Damages indicated by any shockwatch, tiltmetres or temperature instruments.

F.22 METHOD OF PAYMENT

Payment options, invoices and statements of account, managing your Canada Post account, and late payment fees are specified in section 7.1 of the current Parcel Services Customer Guide. Not all methods of payment are accepted at all Canada Post retail locations.

F.23 PRIORITY™ WORLDWIDE MONEY-BACK GUARANTEE*We offer the following Priority™ Worldwide Money-Back Guarantee, subject to the terms and conditions set out in this Priority™ Worldwide Service Guide. This Priority™ Worldwide Guarantee can be suspended, modified or revoked at our sole discretion without prior notice, at any time, and from time to time, in respect of all customers or any particular customer.

For U.S.- and Canada-based payors, we will, at our option and upon request, either refund or credit to the applicable invoice only your transportation charges, if we deliver your Priority™ Worldwide shipment more than 60 seconds after the applicable delivery commitment time (“service failure”). This Priority™ Worldwide Money-Back Guarantee is your exclusive remedy in the event of a service failure for the recovery of all or any portion of our charges for a Priority™ Worldwide shipment. If the Priority™ Worldwide Money-Back Guarantee is suspended, there is no remedy or recovery of charges for a service failure. There are no delivery commitments for Priority™ Worldwide shipments on which the Priority™ Worldwide Money-Back Guarantee is suspended.

Limitations: The following limitations apply to the Priority™ Worldwide Money-Back Guarantee:



1. Credits for transportation charges will be applied to the payor’s account only, and refunds will be made payable to the payor only.

2. Only one refund or credit is permitted per package.

3. A credit or refund under the Priority™ Worldwide Money-Back Guarantee will be applied only against charges for the shipment giving rise to the credit.

4. An exact delivery commitment time can be obtained only by contacting Canada Post at 1-888-550-6333 or by consulting the Canada Postal Guide at canadapost.ca, and supplying us with the following:

Date of the shipment

Exact destination (by ZIP code for U.S. destinations and by city/Postal Code for other destinations)

NOTE: The delivery commitment time referenced in the Canada Postal Guide shall be the governing delivery commitment time. Any transit time published elsewhere or quoted by a Canada Post representative is only an estimate and is not a stated delivery commitment time. All delivery commitment times shall be deemed to be quoted in business days.

5. The Priority™ Worldwide Money-Back Guarantee applies only to transportation charges paid by U.S.- and Canadian-based payors and does not apply to duties, taxes or any other charges.

6. Where customs or other regulatory clearances are delayed, our delivery commitment time may be modified by adding one business day for each day (or portion thereof) that such clearances are delayed.

Exceptions: We will not be obligated to credit or refund your transportation charges if:

1. We provide you with: (i) proof of timely delivery, consisting of the date and time of delivery and, where applicable, the name of the person who signed for the shipment, or (ii) service exception information reflecting that the failure to timely deliver resulted from circumstances described under “Liabilities Not Assumed”.

2. The service failure resulted, in whole or in part, from any of the circumstances described under the “Liabilities Not Assumed” section.

3. Payment is not made in accordance with the terms set out in this Priority™ Worldwide Service Guide and the package was held until alternate payment arrangements were secured.

4. The shipment was undeliverable or returned.

5. The shipment was delayed due to an incorrect or incomplete address, incorrect or incomplete Priority™ Worldwide Air Waybill, incorrect, incomplete, inaccurate or missing documentation, or the unavailability or refusal of an appropriate or eligible person to accept delivery or sign for the package.

6. The delay in delivery was caused by adherence to our policies regarding the payment of duties and taxes prior to customs clearance or at delivery.

7. Complete recipient information was not provided at the time of tender to us. Complete recipient information must be provided on the Priority™ Worldwide Air Waybill.

8. We have been authorized to deliver a package without obtaining a signature, but we do not deliver such package without obtaining a signature.

*Offer void where prohibited.

F.24 REFUND OR CREDIT REQUESTS

To qualify for a refund or credit due to a service failure, you must notify us of the service failure and request a refund or credit of your transportation charges in compliance with the conditions listed below. If you do not comply with these conditions, you are not entitled to receive a refund or credit and cannot recover compensation for a service failure in any lawsuit.

1. No written requests for refunds or credits will be accepted. To request a refund or credit, call Canada Post at 1-888-550-6333.




2. Notification of a service failure must include the Canada Post account number, if any, the Priority™ Worldwide Air Waybill or Priority™ Worldwide tracking number, the date of shipment and complete recipient information.

3. For shipments that we do not invoice (paid by cash, cheque, money order, or credit card), we must receive your request for refund or credit (by telephone only) for service failure within 15 calendar days from the date of the shipment.

4. For invoiced shipments, we must receive your request for refund or credit (by telephone only) for service failure within 15 calendar days from the original invoice date.

5. A partial payment against an invoice is not considered a request for invoice adjustment or notice of a refund request. A notification of the reason for an unpaid charge with your payment is not considered a request for an invoice adjustment or notice of a refund request if the reason relates to a service failure.

Holidays in international locations will affect our transit times. Deliveries normally scheduled to be made on the day of holiday observance will be rescheduled for delivery on the next business day. The delivery commitment for application of the Priority™ Worldwide Money-Back Guarantee will be extended for a period equal to the length of the holiday. There are no delivery commitments for shipments on which the Priority™ Worldwide Money-Back Guarantee is suspended.

F.25 PACKAGE-STATUS TRACKING SERVICE

Tracking of packages is available upon your request. Contact Canada Post at 1-888-550-6333 or at canadapost.ca. To track your package, you must have the following information when you contact us:

a) Priority™ Worldwide Air Waybill number

b) Date of shipment

c) Recipient’s name and address

d) Weight of shipment

e) Contents and value of shipment

f) Your name and phone number, so we can call you back with the information you need.

F.26 PACKAGING AND MARKING

a) Priority™ Worldwide packaging restrictions:

Priority™ Worldwide Envelope:Maximum weight: 500g

Priority™ Worldwide Pak:Maximum weight: 1.5kg

Other Priority™ Worldwide packaging:Minimum size: 300mm x 220mm x 2mmMaximum weight: 30kgMaximum length: 2mMaximum length plus girth: 3m

b) All packages must be prepared and packed by the sender for safe transportation assuming ordinary care in handling. Any articles susceptible to damage as a result of any conditions which may be encountered in air transportation, such as changes in temperature or atmospheric pressure, must be adequately protected by the sender. Each shipment must be legibly and durably marked with the name, address and postal/zip code of the sender and recipient. Address labels should be placed on two sides of each package in the shipment. An additional label should be enclosed inside each box. The Priority™ Worldwide Envelope and Priority™ Worldwide Pak are designed to contain documents or flat, non-fragile material only and should not be used for other goods which may be susceptible to damage.




c) Corrugated boxes in good rigid condition large enough to allow cushioning of contents on the top, bottom and sides should be used. Briefcases, luggage, garment bags, aluminum cases, plastic cases, computer cartons or similar types of items whose outer finish might be damaged by adhesives, labels, soiling, markings or other types of surface damage that are normal with ordinary care in handling should be placed in a protective container for shipment.

d) It is the shipper’s sole responsibility to complete the Priority™ Worldwide Air Waybill, or verify that it has been completed correctly.

F.27 PERISHABLES

Perishable items may NOT be shipped by Priority™ Worldwide service.

F.28 PHARMACEUTICALS

Shipments of pharmaceuticals will only be accepted when tendered in accordance with applicable local, provincial and international laws. The shipper is responsible for compliance with all applicable laws.

F.29 PICKUP AND DELIVERY SERVICE

a) Pickup service is provided by Canada Post only in our direct service areas Monday through Friday at no additional charge. If you elect to use a cartage agent to pick up a shipment for delivery to a Canada Post retail location, you are responsible for paying all charges assessed by the cartage agent.

b) Cartage agents are utilized for deliveries in extended service areas. A surcharge will be applied for deliveries to Hawaii and Alaska. See details in the Applicable Published Priority™ Worldwide Prices, or call Canada Post at 1-888-550-6333.

c) All shipments within the Priority™ Worldwide direct service area are delivered to the recipient’s physical address, but not necessarily to the recipient personally. Shipment addresses must always include the complete street address of the recipient, and telephone or fax number. In accordance with recipient’s instructions, packages can be left at designated locations without obtaining a signature. Packages cannot be delivered to post office boxes.

d) Shipments to hotels, government offices or installations, university campuses or other facilities which utilize a mailroom or central receiving area, may be delivered to the central receiving area.

e) Any person scheduling a pickup other than the sender must have a valid “Bill to” Canada Post account number; otherwise, payment must be collected in advance, billed to a valid sender’s Canada Post account number or to a major credit card.

f) Non-productive pickups may result in cancellation of the pickup service.

g) Your shipment may be delayed or returned if we determine at any time that it is billed to a Canada Post account number which is not in good credit standing.

h) If we accept a shipment to a destination city not served in a country to which Priority™ Worldwide service is provided, we may attempt to complete the delivery. However certain limitations will apply (See “Liabilities Not Assumed”).

i) Shipments may be released without obtaining a signature if the recipient has provided authorization to FedEx by signing the Release Delivery Authorization and Indemnification Agreement. We also reserve the right to release packages at residential delivery locations without obtaining a signature, provided that none of the restrictions in paragraph (j) below apply.

j) Some shipments will not be released without a delivery signature even where release is authorized including, but not limited to:

• Damaged shipments.



• Drugs.

• Indirect deliveries.

• Invalid or missing credit card number (requires payment or a valid Canada Post account number at the time of delivery).

• The delivery location or circumstances are unsuitable for unattended delivery as determined in our sole discretion.

k) Shipments are delivered to the recipient’s physical address shown on the Priority™ Worldwide Air Waybill, but not necessarily to the named recipient personally. We do not offer restricted delivery services, and we may make an “indirect” delivery. Indirect delivery is a completed delivery to an address other than the address on the Priority™ Worldwide Air Waybill. Packages cannot be delivered to post office boxes or post office box postal ZIP codes. Package addresses must include the complete street address of the recipient.

l) If a shipment is addressed to a rural route or concession or side road number, because no street address exists, the area code and telephone number of the recipient must be indicated on the shipment or Priority™ Worldwide Air Waybill. If this information is not provided, an attempt may be made to locate the recipient, but no refund or credit will be available under the Priority™ Worldwide Money-Back Guarantee. Use of a rural route or concession, or side road number may result in a delivery delay. If the recipient cannot be located after reasonable efforts, the shipment will be treated as undeliverable (See “Undeliverable Packages”).

m) We may, at our sole discretion, use alternate delivery arrangements. We may also, in our sole discretion, refuse to deliver a package or shipment.

n) In locations where we provide on-demand pickup service, we agree to pick up Priority™ Worldwide shipments for delivery from a third party (“Third Party”) designated by the customer provided that the transport of such shipments complies with the Terms and Conditions. The customer shall require the Third Party to abide by the Priority™ Worldwide Terms and Conditions and the actions taken by the Third Party are deemed to be the actions of the customer. The customer may terminate the Third Party pickup service upon 30 days’ written notice to Canada Post.

F.30 PRIVACY

By sending or receiving a shipment, you consent to the collection, use, or disclosure of personal information about you by us for the following purposes:

• To provide timely, reliable and value-added services to customers including shipping, shipment-status tracking, customs brokerage, account management and billing, global logistics, supply chain management, information management and technical support, ecommerce, and related services;

• To establish a customer relationship and to communicate with customers;

• To develop, implement, market, and manage services for customers;

• To assist in law enforcement purposes, to collect unpaid debts, for credit reporting and rating purposes, and to protect our business interests and the business interests of our customers;

• To manage and promote our business activities; and

• To meet requirements imposed by law.

In particular, with respect to a shipment, you consent to the disclosure by us of personal information about you to the shipper and the recipient, as the case may be.



F.31 PROOF OF DELIVERY — VERBAL

When requested by the sender or recipient, verbal confirmation of delivery (date, time) and name of person who signed for the shipment for most deliveries is available. This information is usually available by 12 a.m. midnight local time in the country of delivery on the day following scheduled delivery to Priority™ Worldwide direct service locations or extended service areas. Proof of delivery is not available for document shipments to Tunisia and not available for either document or non-document shipments to Equatorial Guinea.

F.32 PROOF OF DELIVERY — WRITTEN

When requested within one year of the shipping date, we will, at our option, furnish a photostatic copy of the destination delivery record or electronically captured delivery information for deliveries made within Priority™ Worldwide direct serviced areas. We assume no liability for our inability to provide a copy of the delivery record. Proof of delivery is not available for document shipments to Tunisia and not available for either document or non-document shipments to Equatorial Guinea. Signature proof of delivery is not available for certain shipments. Proof of delivery is also available on canadapost.ca.

F.33 QUALIFIED ACCEPTANCE OF SHIPMENTS

We reserve the right to refuse, hold or return a shipment for any reason, including, but not limited to, when in our opinion: (a) the shipment would be likely to cause damage or delay to other shipments, equipment or personnel, (b) the carriage of the shipment may be prohibited by law or may violate any of the Priority™ Worldwide Terms and Conditions as amended from time to time, (c) payment is not made in accordance with the terms set out in the Priority™ Worldwide Terms and Conditions, (d) acceptance of the shipment or shipments may jeopardize the provision of service to other customers, as solely determined by us, or (e) the shipment is likely to sustain damage or loss in transit because of improper packaging or otherwise. We have no liability whatsoever for refusal or rejection of shipments.

F.34 RATE QUOTATIONS

Any rate quotation given by us before the shipment has been tendered is an estimate only.

The final rate will depend on several factors, including, but not limited to, the weight, dimensional weight and/or special handling fees at the time of shipping. We are not liable for, nor will any adjustment, refund or credit of any kind be made, as a result of any discrepancy in any rate or service quotation made prior to the shipment and the rates and other charges that we invoice to you.

F.35 RE-DELIVERY SERVICE

a) If delivery of a shipment cannot be completed on the initial delivery attempt, we will, at our sole option, either attempt re-delivery and/or hold the shipment at our facility and an attempt may be made to notify the recipient to establish further instructions. Redelivery service will be provided at no additional charge. A notice of attempted delivery will be left at the recipient’s address after each attempted delivery.

b) If after two attempted deliveries and/or two attempts to notify the recipient, or after being held for five business days from the date the shipment is received and has cleared customs in the destination station, the shipment will be considered undeliverable (See “Undeliverable Packages”). For packages destined to a residential address in the U.S., one delivery attempt will be made, then we will, at our sole option, either attempt redelivery or hold the shipment at our facility and contact the recipient or shipper for further instructions. After five business days from the date of the shipment, the shipment will be considered undeliverable (See “Undeliverable Packages”).




F.36 RESTRICTIONS

a) Size restrictions vary by country. Consult the International Destination Listing in the Canada Postal Guide available at canadapost.ca/internationallistings for further information.

b) Weight limits vary by country. Consult the International Destination Listing in the Canada Postal Guide available at canadapost.ca/internationallistings for further information.

c) Priority™ Worldwide Pak shipments receive the special Priority™ Worldwide Pak rate only if their weight is 3.3 lbs. (1.5 kg) or less. If the gross weight of a Priority™ Worldwide Pak exceeds 3.3 lbs. (1.5 kg), it will be billed according to its weight at regular Priority™ Worldwide rates.

d) If the gross weight of a Priority™ Worldwide Envelope, including packaging, contents and Priority™ Worldwide Air Waybill, exceeds 1 lb. (500 g), it will be billed at the regular Priority™ Worldwide or Priority™ Worldwide Pak rate, as applicable. Contents (documents or non-fragile flat materials only) must fit in the packaging so that it can be sealed normally to prevent damage.

e) Priority™ Worldwide Envelope and Priority™ Worldwide Pak shipments must be tendered in the appropriate Priority™ Worldwide packaging.

f) No more than one Priority™ Worldwide Envelope, Priority™ Worldwide Pak or other Priority™ Worldwide package may be shipped on a single Priority™ Worldwide Air Waybill.

g) You are allowed to ship up to 10 different commodities on a single Priority™ Worldwide Air Waybill.

h) Blood, urine and other liquid diagnostic specimens may NOT be shipped by Priority™ Worldwide service.

i) Laptop, desktop, notebook, mini-computers or any type of electronic equipment should be shipped in the manufacturer’s original packaging, which is undamaged and has retained a good, rigid condition.

j) The following items are not acceptable for carriage to any international destinations unless otherwise indicated by us (Additional restrictions may apply depending on destination. Various regulatory clearances in addition to customs clearance may be required for certain commodities and may extend the transit time):

• Foodstuffs and beverages (perishable or non-perishable).

• Live insects, animals, birds, reptiles and plants, including cut flowers.

• Dead animals or animals that have been mounted.

• Live fish/seafood.

• APO/FPO addresses, with exceptions. Call Canada Post at 1-888-550-6333.

• COD shipments.

• Human corpses, human organs or body parts, cremated or disinterred human remains.

• Drugs, prescriptions, except to certain countries. Also see item (n) below.

• Explosives.

• Firearms, weaponry and parts thereof.

• Money (including coins, cash, currency or paper money). We do not accept shipments of cash under any circumstances. If a shipment of cash is sent, we will deposit the cash in a bank account subject to the following terms: (i) if the cash shipped is under $100, a cheque for the cash shipped less an administration fee of 25% of the cash shipped will be mailed to the shipper; and (ii) if the cash shipped is over $100, a cheque for the cash shipped less an administration fee of $35 will be mailed to the shipper.

• Collectable coins and stamps.

• Negotiable stocks, bonds, bank drafts, cash letters, and other negotiable instruments equivalent to cash.


http://www.canadapost.ca/internationallistings



• Gambling devices.

• Lottery tickets.

• Liquor and alcoholic beverages except between licensed distributors (advance arrangements are required).

• Tobacco, in certain countries only.

• Cannabis or marijuana, including cannabis or marijuana intended for recreational or medicinal use, cannabis seeds, plants, resin or any of their derivatives, and synthetic cannabinoids.

• Pornography.

• Furs and fur clothing.

• Hazardous waste, including, but not limited to, used hypodermic needles or syringes, or other medical waste.

• Personal effects where the importer is claiming duty-free entry.

• Shipments moving under a carnet (allows temporary import for display, etc. without duties).

• Drawback claims (request for refund of import duties at time of export).

• Shipments requiring Temporary Importation Bonds (T.I.B.s — allows temporary import for repairs, etc.).

• Wet or dry ice.

• Any shipment which, in our judgment, could cause damage to, or delay of, equipment, personnel or other shipments.

• Any shipment which may require us to obtain a license or permit for its transportation, importation or exportation.

• Any item whose carriage is prohibited by any applicable international treaty, law, government regulation, order or requirement of the country of origin or destination, or of any country through which the shipment may transit.

• Shipments that are wet, leaking or emit a foul odour.

• Fragile Articles/Orientation. We assume no liability for shipments of fragile articles (including, but not limited to, electronic and electrical devices and scientific testing equipment). We do not provide special handling for packaging bearing “Fragile”, “Refrigeration required” or orientation markings. See “Liabilities Not Assumed”.

• Perishables.

k) Cosmetics of any type are unacceptable for shipment to many countries. Call Canada Post at 1-888-550-6333 for further information.

l) Non-prescription drugs, vitamins, dietary supplements and herbal remedies are unacceptable for shipment to many countries. Because laws and regulations regarding admissibility and clearance procedures vary by destination country, we will assume no responsibility for delivery delays. In the event the shipment does not clear proper regulatory agencies, it will be deemed undeliverable (See “Undeliverable Packages”). If there is any question regarding the admissibility of non-prescription drug shipments, vitamins, dietary supplements and herbal remedies, we suggest that the sender contact the recipient to determine entry requirements. Consult the International Destination Listing available at canadapost.ca/internationallistings for further information.

m) Shipments with a declared value for customs in excess of that permitted for a specific destination are not acceptable for carriage. The declared value for carriage cannot exceed the declared value for customs as indicated on the Priority™ Worldwide Air Waybill.




F.37 ROUTING AND RE-ROUTING

We will determine the routing of all shipments, including using ground transportation, where appropriate. There are no stopping places which are agreed to at the time of tender of the shipment. We reserve the right to divert any shipment in order to facilitate its delivery (including the use of other carriers).

F.38 UNDELIVERABLE PACKAGES

a) If a shipment is undeliverable for any reason, we may attempt to notify the shipper to arrange for the return of the shipment if local customs or other governmental regulations allow. If the shipper cannot be contacted within five business days, we may place the shipment in a general order warehouse or a customs-bonded warehouse or will dispose of the shipment. In any event, if a package cannot be delivered or returned, the package may be transferred or disposed of by us in our discretion and at any location. Shipper, if known, agrees to pay any costs incurred and indemnify us for any damages.

b) For shipments returned from international points to Canada, return charges and fees will be assessed to the original shipper along with the original charges and fees. Also included will be any other charges incurred by us, including, but not limited to, duties, taxes, cartage and storage fees if applicable.

NOTWITHSTANDING ANY PAYMENT INSTRUCTIONS THAT ARE GIVEN TO US, THE SENDER IS ULTIMATELY LIABLE FOR, WILL BE BILLED FOR, AND AGREES TO PAY, ALL CHARGES, INCLUDING TRANSPORTATION CHARGES, AND ALL DUTIES, CUSTOMS ASSESSMENTS, GOVERNMENT PENALTIES AND FINES, TAXES, FEES, INCLUDING SPECIAL HANDLING FEES, AND OUR LEGAL FEES AND COSTS, REGARDLESS OF ANY PAYMENT INSTRUCTIONS TO THE CONTRARY.

c) Shipments that cannot be returned due to local regulatory constraints will either be placed in a general order warehouse or a customs-bonded warehouse or disposed of in our sole discretion and at any location. Shipper, if known, agrees to pay any costs incurred by us in such placement or disposal and indemnify us for any damages.

F.39 WARRANTY DISCLAIMER

We make no warranties, express or implied, and expressly disclaim any and all warranties.

F.40 MANDATORY LAW

Insofar as any provisions contained or referred to in the Priority™ Worldwide Service Guide, the Priority™ Worldwide Air Waybill or any applicable tariff, or any modifications, amendments and supplements to such documents, may be contrary to any applicable international treaties, laws, government regulations, orders or requirements, such provisions shall remain in effect as part of our agreement with you to the extent that they are not overridden. The invalidity or unenforceability of any provision shall not affect any other part of the Priority™ Worldwide Service Guide, Priority™ Worldwide Air Waybill, or any applicable tariff.

Priority™ Worldwide is a trade-mark of Canada Post Corporation.

G REPLACEMENT TERMS AND CONDITIONS FOR SMARTMOVES™

[Replace the following for all General Terms and Conditions]

Refer to the Smartmoves Terms and Conditions supplement.



H REQUEST FOR ON-DEMAND OR SCHEDULED THIRD-PARTY PICKUP AND DELIVERY

[Additional Clause - Add as Clause 25 for Parcel Services excluding Priority Worldwide]

H.1 In locations where Canada Post provides On-Demand or Scheduled Pickup service, Canada Post agrees to pick up Parcel Services Items for delivery from a third party (“Third Party”) designated by the Customer, provided that the mailing of such Items complies with the Terms and Conditions of this Agreement and the Customer agrees to pay all charges incurred by the Third Party, including the On-Demand or Scheduled Pickup fee and postage for delivery of the Items. The Customer shall require the Third Party to abide by the Agreement and the actions taken by the Third Party are deemed to be the actions of the Customer.

H.2 The Customer may terminate the Third-Party Pickup and Delivery service upon 30 days’ written Notice to Canada Post.

I CUSTOMIZED POSTAL INDICIA

[Additional Clause - Add as Clause 3.7 under Customer’s Obligations for Addressed Admail, Incentive Lettermail and Publications Mail.]

Customized Postal IndiciaUse of Images

The image submitted must be suitable for family audiences.

The image cannot contain any trademarks, trade names, official marks and any other rights of another party (“the Marks”) without the prior written authorization of such other party. The Customer warrants that it is the owner or licensed user of the Marks, and has the authority to and does grant Canada Post and its agents the right to use such Mark's as required in performing its obligations.

The Customer shall indemnify Canada Post from any and all claims, demands, loss or damage suffered by Canada Post and its agents as a result of, or in any way connected with the artwork (including Marks) provided by or on behalf of the Customer.

In the event that an image depicts one or more individuals is submitted, the customer represents and warrants that it has the permission of the individual(s) depicted to use the image. In the case of an image of a celebrity or an image that appears to have been taken without the knowledge of the individual being depicted, the customer may be asked to provide written proof of permission (by way of email or mail) to use the image.

Canada Post reserves the right to refuse any proposed Customized Postal Indicia design that it, at its sole discretion, deems unsuitable for any reason.

Items with Customized Postal Indicia are not considered postage paid and must be inducted with an Order (Statement of Mailing) at a Canada Post facility.

Customized Postal Indicia products designs are subject to change without notice.


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