Lemonry Foods Inc. & Lemon Logistics Inc.

Standard Terms & Conditions

Effective date: 3rd Day of November 2025

Lemonryfoods.com (the site) is owned and operated by Lemonry Foods Inc. located at 1140 Bleams road Petersburg, ON. N0B 2H0

These Terms and Conditions (T & C) set out and form the basis on which the Lemonry Foods Inc. will carry goods for the Customer.

The T & C do not override any statutory provisions imposed by law or the application of any applicable international conventions.

It is the Customer’s responsibility to read and understand these T & C because they are the basis of the contract between Lemonry Foods Inc. and the customer.

Customers are recommended to arrange adequate insurance to provide full coverage when property is in transit.

Definitions

Carrier means Lemonry Foods Inc. and Lemon Logistics Inc. who contracts with the Customer to carry the goods.
Customer means the person (corporate or otherwise) who contracts with the Carrier for the carriage of goods.
Consignee means the person to whom the Carrier contracts to deliver the consignment (typically the airline)
Consignor means the person (corporate or otherwise who may or may not be the Customer) who supplies the consignment to the Carrier for carriage. (Typically, Sender or Dispatch rider)
Contract means the Agreement between the Customer and the Carrier for the carrying of the goods including all documents expressly incorporated therein.( also called the shipping form)
Consignment means goods, whether single or multiple units or in bulk, assigned at any one time from one Consignor in a single load from one address to another.
Dangerous Goods means goods of any nature as may be included in the Approved Carriage List prepared pursuant to the Carriage of Dangerous Goods (Classification, Packaging and Labeling) and Use of Transportable Pressure Receptacles Regulations as may be amended from time to time and goods which represent a similar hazard, radioactive material, and explosives of any nature.
Day means any day Monday to Saturday inclusive other than a Bank or Statutory Holiday, including the delivery day and the day on which any claim or notice is first made.
Alternative Dispute Resolution means any procedure agreed by the parties for the resolution of disputes other than those involving formal arbitration or litigation.
Loss means the actual loss of the goods or failure by the Carrier to deliver the goods after 3 months of the agreed estimated time line for delivery.
Delay means failure by the Carrier to deliver the goods within the agreed estimated time line.
Owners Risk means that the goods are held upon terms that the Carrier shall not be liable for any loss of whatsoever nature and howsoever caused including negligence in relation to the goods or as a consequence of the goods being in the Carrier’s possession. The Customer will indemnify the Carrier against all claims that may be made against the Carrier arising from the carriage, retention or storage of such goods.
The expressions Carrier, Consignee, Consignor and Customer shall include those parties’ principals, agents.

Principal Parties and Sub-Contractors

The Customer contracts as the legal owner of the goods or as the authorized agent of such legal owner in which case the Customer warrants that he has the authority to accept these Conditions on behalf of the legal owner.
Unless written instructions to the contrary are received from the Customer, the Carrier may sub-contract part or the whole of the consignment.
The Carrier may not sub-contract the carriage of Dangerous Goods without the prior written consent of the Customer.
Where part or the whole of the carriage has been sub-contracted, such sub-contractors shall have the benefit of these Conditions of Carriage and shall be under no greater liability to the Customer than or in addition to that of the Carrier under the Contract and the Customer agrees with the Carrier that no claim shall be made against a sub-contractor in addition to or excess of the limitation and/or exclusions of liability as set out in these Conditions.
Alterations

Any limitation in the contract of carriage on the carrier’s liability and any alteration to the contract of carriage shall be signed or initialled by the consignor and the originating carrier or their agents and, unless signed and initialled, shall be without effect.

General Responsibilities of the Customer

The Customer shall be deemed to be competent and to have reasonable knowledge of areas and issues affecting the conduct of their business including terms of sale and purchase and sale, the need for insurance and the extent of coverage available for the type of goods being tendered for shipment, the need to preserve and retain documentation, the need for care to avoid transmitting virus’s by electronic communications, the need for the confidential handling of information to high valued goods and “targetgoods” such as but not limited to cigarettes, alcoholic beverages, electronic etc., and all other matters relating thereto.

The Customer shall give sufficient instructions to the Carrier as relates to picking up the consignment, within 3 days from the date requested by the Carrier, to prevent the customer paying potential penalty fees such as demurrage, detention, fines or others.

The Customer warrants that it is either the Owner or the authorised agent of the Owner and also that it is accepting these Conditions not only for itself, but also as agent for and on behalf of the Owner.

All goods tendered for shipping will be properly and appropriately packed, stowed, unitized, and well-‐marked for shipping by the Customer in a manner suitable for the shipping method chosen and to safeguard the contents from the risks associated with the transportation mode(s) to be used. The Customer also warrants that the materials used in the packaging conform to any current, governmental regulations in place in the potential jurisdictions through which the cargo may travel from origin to the final destination. The Carrier will not accept responsibility for damage caused as a result of inadequate packaging.

The Customer warrants that all information in whatever form relating to the general and dangerous character of the goods, their description, bar-coding, marks, numbers, weights, volume and quantity of the goods, as furnished by the Customer or on its behalf, was accurate and complete at the time the goods were taken in charge by the Carrier or any Third Party Service Providers whose services it has engaged. The Customer further undertakes to provide independent confirmation of such particulars on the request of the carrier. All consequences including penalties and fees resulting from incorrect declaration will be borne by the Customer.

When goods are accepted and the Customer requests the collections of freight, duties or other expenses from a consignee or any other person, the Customer shall remain responsible for these amounts if not paid immediately when due.

The list of prohibited or restricted items (contraband) is determined by the customs and border authorities of each country and is subject to change at any time without notice. It is the sole responsibility of the customer to ensure that all goods comply with the import laws and regulations of the destination country. The carrier shall not be liable for, nor replace, any goods that are detained, seized, or confiscated by Customs or Border Services authorities.

Dangerous or Hazardous Goods

The Customer undertakes not to tender for transportation any goods that are of a dangerous, inflammable, radioactive, hazardous or damaging nature without giving full particulars of the goods to the Carrier. The Customer undertakes to mark the goods and the outside of any packages or container in which they may be placed to comply with any laws or regulation that may be applicable during the carriage. In the case of goods where the place of receipt is a point within Canada, the Customer further warrants that the goods, the packaging and markings thereof comply in all respects with the provisions of any legislation or regulations governing the transportation of dangerous goods.
If it fails to comply with the requirements of the sub-‐paragraph 1 above, the Customer shall indemnify the Carrier against all loss, damage or expense arising out of the goods being tendered for transportation or handled or carried by or on behalf of Third Party Service Providers retained by the Carrier.
Goods which in the opinion of the Carrier or the person who has custody or possession thereof are or may become dangerous and present a hazard may at any time or place be unloaded, destroyed or rendered harmless without liability on the part of the Carrier.

Invoicing and Quotations.

1. Quotations given are estimates only unless stated otherwise and thus are subject to fluctuation in third party charges owing to fuel, currency, security, or other surcharges. Quotations or invoices stating the rates as firm, do not denote that the Carrier is acting as a principal.
2. Quotations are given based on immediate acceptance and are subject to withdrawal or revision at any time. Unless otherwise agreed in writing, the Carrier may, after acceptance of the quote, revise quotes or charges upon notice to the Customer, in the event of changes beyond the Carrier’s control, such as, but not limited to: variance in the shipment’s declared weight and volume from given quotes, freight rates, various carrier surcharges, foreign exchange rates, fees of regulating bodies etc.
3. The Customer shall pay the Carrier all costs when due, immediately and without reduction or deferment on account of any claim, counterclaim or set off.

Monies owing to the Carrier that are overdue beyond thirty (30) days of the invoice date or past dates mutually agreed to in any written service agreement between the Carrier and Customer, are subject to interest charges at twice the amount set by the Bank of Canada, Prime Business Rate.

The Carrier shall be entitled to be paid, and retain, all brokerages, commissions, allowances, and other remunerations customarily retained by or paid to freight forwarders.

Insurance coverages

Rates and Services do not cover transit insurance for cargo. No insurance will be effected by the Carrier unless a specific written request is made in reasonable time prior to the shipment being transported. All insurance arranged by the Carrier on behalf of the Customer is subject to the terms & conditions of the policies, insurers and underwriters. The Carrier will make these terms available to the Customer at any time, upon request. If the Customer does not arrange the cargo insurance through the Carrier, then the Carrier strongly recommends that the Customer does arrange their own cargo insurance on their cargo through a third party insurance provider.
If the Customer makes a claim under a policy of insurance arranged on the Customers behalf by the Carrier, the Carrier will not be liable if the Customer for any reason whatsoever fails to recover a loss in whole or in part from the insurer under the policy, even though the premium charged by the insurer may differ from the Carrier’s charges to the Customer.
Should the Customer not request for cargo insurance , it will be assumed that they have declined cargo insurance coverage through the carrier. Should the customer decline cargo insurance coverage whether through the Carrier or elsewhere, the Carrier has no liability for the loss of or damage to any goods during transport or storage that could have been covered by cargo insurance, whether or not the Carrier caused or contributed to such loss or damage as a result of its negligence, breach of these Terms and Conditions or otherwise.

Notifications of Claim for Loss or Damage

The Customer must notify the Carrier of a claim immediately in writing (the “Notice of Claim”) within the following timelines:

For loss and/or damage identified at the time of the receipt of the goods, the notice of claim must be written and delivered at the time of receipt of the goods at the Carrier’s facility.
For delay in delivery or non- delivery, within three (3) days of the date when the goods should have been delivered.
For any other instance, within three (3) days of the event giving rise the claim.

If the Notice of Claim is not received within the required time frame, the claim will be deemed to be waived and thus void and the Carrier absolved of all liability.
Giving a Notice of Claim to the Carrier does not constitute a notice of claim for cargo insurance, if the Customer has arranged for this type of insurance either directly with the Carrier or through the use of a third party insurance provider.
The Customer is advised to consult the terms & conditions under its insurance policies, if any, in order to seek restitution therein.
Customers are reminded that a signed delivery receipt indicating external damages noted upon delivery, will be required in order to consider any claim.

Liability and Limitations

The Customer shall indemnify the Carrier against all duties, taxes, payments, fines, expenses, losses, damages and liability in excess of any agreed liability of the Carrier in accordance with these Terms & Conditions, suffered or incurred by the Carrier in the performance of its Services to which these Terms & Conditions apply.
The Customer shall indemnify the Carrier in respect of any claim made against the Carrier as a result of providing the Services including of a general average nature.
The Carrier’s maximum liability shall not in any event exceed $100 or the actual value of the goods whichever is less.
Without prejudice to any other conditions contained herein, the Carrier will not be held liable for:

(a)Loss or damage for any cause, event or labour disruption, whether legal or not, where the Carrier or its agents using reasonable diligence could not avoid.

(b) Indirect or consequential loss or damage including, but not limited to: loss of market, loss of profit, revenue, interest, loss of good will, business interruption, work stoppage or other.

(c)Loss of, damage to or consequential or indirect loss caused by delay or deviation or “ad valorem” shipments or agreed transit time in connection with the transportation of goods.

Carrier will not be responsible for a change in quality or deterioration of products of the customer as a result of travel time. For example, a rotten fish or beans with weevils.
Carrier will not be responsible for package delivered to customer doorstep by third party. Once delivered at doorstep by third party, carrier is not responsible for subsequent loss or missing items.
Carrier will not be held liable for a delay in the proposed/expected delivery time as a result of a delay in shipment from the airline.
Delivery dates are subject to change with reasons beyond the control of the carrier and the carrier is responsible for notifying the customer.
The Customer shall indemnify the Carrier, its servants, sub-contractors and agents, from any liability in connection with the Services which are the subject of these Terms & Conditions in excess of the liability of the Carrier in accordance with these Terms & Conditions, against the following:

(a)all claims, costs and demands suffered or incurred by the Carrier in the performance of its obligations regardless whether such claims arise from or in connection with breach of contract, negligence or breach of duty.

(b) all duties, taxes, payments, fines, expenses, losses, damages (including physical damage) and liabilities including without limitation any storage, demurrage, port, or terminal charges and any liability to indemnify any other person against claims made against such other person by the Customer or by the owner arising out of the Services or arising from any breach by the Customer of any warranty contained in these conditions or from the negligence of the Customer.

Loading and Unloading

Unless otherwise agreed upon, the Carrier shall not be required to provide additional services other than the service for the carriage of the Consignment from the designated place of collection to the designated place of delivery unless any such service has been requested by the Customer and agreed by the Carrier in writing, prior to collection or delivery being made.
Unless otherwise agreed upon, the Customer shall be responsible for the cost of providing and safely operating any equipment that may be required for loading the Consignment on or unloading the Consignment from a vehicle unless arrangements to the contrary are agreed in writing between the Carrier and the Customer prior to dispatch and these Conditions shall apply during such loading and/or unloading.
The Carrier shall not be liable for any loss or damage caused as a result of its use of defective equipment supplied by the Consignee or Consignor and the Customer shall indemnify the Carrier against any claim made against the Carrier in respect of such loss or damage including claims in respect of death or personal injury.
The Carrier shall not be liable for any loss or damage caused as a result of negligent acts committed by the Consignor or Consignee or their agents in assisting with loading and/or unloading and the Customer shall indemnify the Carrier against any claim made against the Carrier in respect of such loss or damage including claims for death or personal injury.
The Carrier will endeavor to make the Consignment reasonably accessible on the vehicle at the place designated for delivery.
The Customer shall make available to the Carrier upon request details of any risk assessments which may have been carried out at the collection and/or delivery addresses. The responsibility for carrying out such risk assessments shall be that of the Customer and not of the Carrier.

Consignment Notes/Receipts

4.1. The Carrier shall, if requested, sign a document acknowledging receipt for the carriage of the quantity and description of the Consignment loaded on to the Carrier’s vehicle, to the extent this can be determined, by visual inspection. Such receipt shall not be evidence as to accuracy of the condition, weight, quantity nor nature of the goods said to comprise the Consignment at the time the receipt document is signed by the Carrier and/or his agents and/or his agents. The burden of proof in the event of dispute is the responsibility of the Customer.

4.2. The Carrier shall use its best efforts to obtain a signed receipt of delivery of the Consignment from the Consignee unless otherwise agreed with the Customer. Such receipts will be returned to the Customer as proof of delivery, unless otherwise agreed in writing by the Customer and/or his agents.

Carrier’s Responsibility

5.1 . Goods are accepted by the Carrier for carriage at ‘owner’s risk’ where the Carrier is able to show that the Customer has explicitly agreed to the carriage of the goods at ‘owner’s risk’. In that event, the Carrier shall not be liable for loss damage or delay to the goods no matter howsoever or by whomsoever caused, and the Customer agrees to indemnify the Carrier against any claims made by any Third Party in respect of the goods carried.

5.2. Subject to the provisions of above the Carrier’s responsibility for the Consignment shall commence when the Carrier takes physical control of the Consignment at the point of collection or by receiving the same at the Carrier’s premises.

5.3. The Carrier’s responsibility for the Consignment shall end when the Carrier, it’s agents or sub-contractors relinquish physical control of the Consignment at the proper place of delivery, or the Consignment is presented at the proper place of delivery within normal business hours allowing sufficient time for unloading.

5.4. If delivery is attempted without an acknowledgement of acceptance, the Consignment would be picked up at the Carrier’s premises.

5.5. At any time during the term of the Contract the Customer may request or the Contractor may recommend variations to the service and/or variations to any other matters covered by the Contract. The Carrier shall investigate the likely impact of any such requested or recommended variations upon the service, the charge for the service and other aspects of the Contract and shall report promptly to the Customer. Neither party shall be obliged to agree to any requested or recommended variation but neither party shall withhold its Agreement unreasonably. Until such time as any variation to the Contract resulting there from have been mutually agreed in writing, the parties shall continue to perform their respective obligations without taking account of the requested or recommended variation.

5.6. The Carrier warrants that it will select Third Party Service Providers and carry out its services with reasonable care and within a reasonable amount of time after receipt. If at any stage in any transaction, the Carrier should reasonably consider, due to unforeseen events or circumstances, that there is a good reason to depart from the Customer’s instructions, the Carrier shall be permitted to do so and shall not incur any additional liability as a consequence of such decisions or actions.

5.7. If after a contract or agreement has been made, events or circumstances come to the carrier’s attention that in its sole opinion make it completely or partially impossible to complete the Services, the Carrier shall take all reasonable steps to inform the Customer of such events or circumstances within a reasonable time and seek further instructions as to how to proceed. If the Customer fails to instruct the Carrier within 3 days from the date the Carrier asked for instructions, the Carrier shall be permitted to take any such action as it deems necessary in its sole discretion to best mitigate the situation for all concerned and shall not incur any additional liability as consequence. In such circumstances, the Customer will pay the Carrier all additional costs incurred to fulfil the Services.

Carrier’s Charges
1. The Carrier’s charges shall be payable by the Customer provided always that, when the goods are consigned ‘carriage forward’, the Consignee shall have primary responsibility for the payment of the carriage charges but the Customer shall pay such charges in the event of default by the Consignee and the Carrier shall not be required to take any steps to obtain payment from the Consignee other than a written request for payment.

2 Notwithstanding any claim which the Customer may have against the Carrier, the Carrier’s charges for carriage and any other services incidental to the carriage chargeable under the Contract shall be payable by the Customer within 30 days of the date of the invoice unless otherwise agreed in writing. Should the charges not be paid within such a period, then the Carrier shall be entitled to interest at the rate of 19.5 per cent above the base rate of the Bank of Canada prevailing at the date of invoice, calculated on a daily basis.

Disposal of the Goods by the Carrier
1. In the event that the Carrier is unable for any reason beyond its reasonable control to deliver the Consignment in accordance with the Contract, the Carrier shall seek further instructions from the Customer. The Carrier’s reasonable additional charges for retaining the goods pending the arrival of such further instructions and for carrying out those instructions shall be chargeable to the Customer.

2. Where the Carrier is unable to obtain further instructions from the Customer after 30 days, the Carrier may sell the goods, provided that such sale is permitted by law. Payment or tender of the net proceeds to the Customer after deductions of all costs of and charges for carriage, other services incidental to the carriage chargeable under the contract, storage and disposal and expenses in relation to the goods shall (without prejudice to any claim or right which the Customer may have against the Carrier otherwise arising under the Conditions) discharge the Carrier from all liability in respect of such goods, their carriage and storage.

3. The goods may not be sold unless the Carrier shall have made reasonable efforts (having regard, if appropriate, to the perishable nature of the Consignment) to notify the Customer of the Carrier’s intention to sell the goods. The goods may then be sold unless within reasonable time (such time to be specified in the notice) the Customer shall have arranged to collect the goods or given instructions for their disposal and have paid, without prejudice, all outstanding charges as referred to in this Condition including any warehousing charges which may have been incurred during the time that the goods have been retained.

4. Pending the expiry of such periods of notice as aforesaid and of disposal of the goods under these provisions, the Carrier shall at the expense of the Customer have authority to arrange proper storage of the Consignment. During such period of storage, the goods will be held at “owners risk” and the Carrier shall not be liable for loss or damage of the goods howsoever caused.

5. In the event of a sale under this Condition the Carrier shall do what is reasonable to obtain the market value of the Consignment (subject to any unavoidable deterioration thereof). If the goods have no market value, then the Carrier may dispose of them subject to compliance with all legal requirements in force in respect of such goods.

Liability for Loss, Damage or Delay

9.1. Subject to these Conditions the Carrier shall be liable for:

Any loss of or damage to the goods in a Consignment occurring whilst the Carrier has responsibility for the Consignment; liability shall not exceed $50;
Any delay in the carriage of any goods in a Consignment arising from the negligence of the Carrier and liability shall not exceed $50.

9.2. The Carriers liability is restricted to the financial limits imposed under s.9 above of these Conditions unless otherwise agreed in writing between the contracting parties prior to the transit commencing.

9.3. These Terms & Conditions also apply wherever any claim is made against any employee, agent or independent contractor engaged by the Carrier to perform Services for the Customer, whether such claims are founded in contract or tort. The sum total liability of the Carrier and the aforementioned parties will not exceed the limits of liability contained within these Terms & Conditions.

9.4. The Carrier shall be relieved of all liability if such loss, damage or delay arises from the effect of:

Act of God;
Any consequence of war, act of foreign power, terrorism, requisition or destruction of or damage to property by or under the order of any government or public or local authority;
Seizure or forfeiture under legal process;
Error, act, omission, miss-statement or miss-representation by the Customer or other owner of the goods or agents of either of them;
Inherent liability due to wastage in bulk or weight, latent defect or inherent defect, vice or natural deterioration of the goods;
Any special handling requirements in respect of the goods which have not been notified to the Carrier;
Insufficient or improper packaging, unless the Carrier has contracted to provide this service;
Insufficient or improper labeling or addressing, unless the Carrier has contracted to provide this service;
Riot, civil commotion, strike, lockout, general or partial stoppage or restraint of labor from whatever cause;
Defect of any equipment supplied by the Customer or any negligence of the Customer’s agents or servant;
Delay in providing to the carrier safe and adequate access and/or delivering instructions; and
Fraud on the part of the Customer, Consignor, Consignee or owner or agents in respect of all or any part of the consignment.

10.1 Time Bar

The Carrier shall, unless otherwise expressly agreed to in writing, be discharged of all liability under these conditions unless a suit is brought within 9 months from:

(a) the date of delivery of the goods for claim or damage to goods; or

(b) the date when the goods should have been delivered for claims for delay in delivery or loss of goods.

With respect to loss or damage other than loss of or damage to the goods, the 9

month period shall be counted from the time when the act or omission of the Carrier giving rise to the claim occurred.

10.2 Notice of Claim

The carrier is not liable for loss, damage or delay to any goods carried under the contract of carriage unless a notice of the loss, damage or delay setting out particulars of the origin, destination and date of shipment of the goods and the estimated amount claimed in respect of such loss, damage or delay is given in writing to the originating carrier or the delivering carrier within 60 days after delivery of the goods or, in the case of failure to make delivery, within nine months after the date of shipment together with a copy of the paid freight bill.
The final statement of the claim must be filed within nine months after the date of shipment.

iii. The originating carrier or the delivering carrier, as the case may be, shall acknowledge receipt of the claim within 30 days after receipt.

damage of any description unless the damaged goods are made available to the Carrier’s representative for inspection for a reasonable period following notification of the claim;

Customer’s Indemnity to the Carrier

The Customer shall indemnify the Carrier against:

losses suffered by the Carrier arising from any negligent act, negligent omission, negligent misdirection or negligent misstatement by the Customer, Consignor or Consignee, its agents;
claims and demands of any nature in respect of loss of or damage to the goods carried by any Third Party additional, to or in excess of the limits of liability of the Carrier;
any claims made or penalties imposed by the Commissioners of Customs and Excise in respect of dutiable goods;
Claims and demands made by a Third Party attributable to lack of authority on the part of the Customer to enter into the Contract upon these Terms and Conditions.

Detention of Customer’s Consignment

The Customer shall, except in the case of negligence by the Carrier, pay to the Carrier any cost or expense occasioned to it by the improper or excessive detention by the Consignor or Consignee of any vehicle, trailer, container or covering belonging to or under the custody or control of the Carrier without prejudice to any rights of the Carrier against any Third Party in respect of such detention.

Governing Law

These terms and conditions shall be governed by the Laws of Canada and the applicable laws in Ontario. By accepting the services provided under these terms and conditions, the Customer irrevocably submits to the exclusive jurisdiction of the Courts in Ontario and the Federal Court of Canada. The parties agree that where they have used electronic communications to transact in whole or in part any business such communications will be given legal effect in accordance with the provisions (so far as they may be applicable) of the Uniform Electronic Commerce Act as approved by the Uniform Law Conference of Canada.

Solicitation of Clients Prohibited
The Carrier expressly prohibits their independent operators and employees from soliciting the carrier’s customers.
The Carrier, in a brokering capacity, prohibits the consignee from soliciting the Carrier’s customers.
The Carrier shall claim damages for breach of contract against independent operators, employees, and consignees for soliciting the Carrier’s customers.
Customers that initiate and/or accept the solicitation of the Carrier’s independent operators, consignees and/or employees, will be summoned to provide evidence for a breach of contract claim. The customer may be named as a joint-tortfeasor in a breach of contract claim.

Lemonry Foods Inc. & Lemon Logistics Inc.

Standard Terms & Conditions​

Standard Terms & Conditions