Terms And Conditions Of Service

iGREENTRADE CORP. (OPERATING AS NOVALYNK FREIGHT)

TERMS AND CONDITIONS OF SERVICE

Version 2.0

•  novalynk.ca

• 5000 Yonge St, Suite 1901, Toronto, ON M2N 7E9

• hello@novalynk.ca

• +1 (289) 302-8889

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING NOVALYNK’S SERVICES.

These Terms and Conditions of Service (“Terms”) govern all freight forwarding, trade compliance, customs advisory, and related services provided by iGreenTrade Corp. (operating as NovaLynk Freight) (“NovaLynk”) to its customers. By requesting a quote, booking a shipment, or otherwise engaging NovaLynk’s services, you (the “Customer”) agree to be bound by these Terms in their entirety.

These Terms are intended to be incorporated by reference into all quotes, booking confirmations, service agreements, invoices, and other commercial documents issued by NovaLynk. All business is transacted subject to the Standard Trading Conditions of the Canadian International Freight Forwarders Association (CIFFA), a copy of which is available at www.ciffa.com/toolbox/standard-trading-conditions/ or upon request.

1. DEFINITIONS

In these Terms, the following definitions apply:

“NovaLynk” means iGreenTrade Corp. (Corporation #813741-2, BN9 827687104), a corporation incorporated under the laws of Ontario, Canada, operating under the commercial brand NovaLynk Freight as a licensed freight forwarder and trade compliance advisor at novalynk.ca. NovaLynk holds CBSA Carrier Code 8C1Q and is a Bonded Freight Forwarder and IATA-CASS accredited cargo agent.

“Customer” or “You” means any individual, company, or entity that requests, books, or uses any service provided by NovaLynk.

“Shipment” means any cargo, goods, or consignment accepted by NovaLynk for freight forwarding, customs coordination, or related services.

“Carrier” means any third-party ocean carrier, airline, trucking company, or other transport operator engaged by NovaLynk to physically transport the Shipment.

“Sub-contractor” means any third-party service provider engaged by NovaLynk to perform part or all of a service, including but not limited to customs brokers, freight co-loaders, NVOCCs, warehouse operators, cargo handlers, and last-mile delivery companies, whether in Canada or Vietnam.

“CPTPP” means the Comprehensive and Progressive Agreement for Trans-Pacific Partnership and any related regulations, tariff schedules, or rules of origin guidelines as administered by the Canada Border Services Agency (CBSA) or the relevant Vietnamese authority.

“C/O Form VN” means the Certificate of Origin — Form VN issued under CPTPP to certify Vietnamese origin for preferential tariff treatment in Canada.

“SDR” means Special Drawing Rights as defined by the International Monetary Fund, used as the unit for liability limits under applicable international conventions.

“Force Majeure Event” has the meaning set out in Clause 15.

2. NATURE OF SERVICES — AGENT, NOT CARRIER

2.1 NovaLynk acts solely as a freight forwarding agent and trade compliance advisor on behalf of the Customer. NovaLynk is NOT a carrier and does not physically transport, handle, store, or take physical possession of any Shipment except as expressly agreed in writing.

2.2 NovaLynk arranges freight transportation by contracting with Carriers and Sub-contractors on the Customer’s behalf or in its own name as agent for the Customer. All contracts of physical carriage are entered into between the Customer (or NovaLynk as agent) and the respective Carrier or Sub-contractor, and the terms of those contracts apply to the relevant segment of carriage.

2.3 NovaLynk’s services on the Canada–Vietnam lane include, subject to separate agreement:

  • Origin handling coordination in Vietnam (pickup, cargo freight station (CFS) handling, export documentation, C/O Form VN coordination via local partner agents);
  • Ocean freight (LCL and FCL) and air freight arrangement with third-party Carriers;
  • Canadian customs clearance coordination via licensed customs broker Sub-contractors;
  • CPTPP tariff eligibility advisory and Certificate of Origin documentation support;
  • Last-mile delivery within the Greater Toronto Area (GTA) via third-party logistics providers;
  • Shipment tracking and status communication.

2.4 Any service not listed above, or any service on trade lanes other than Canada–Vietnam, requires a separate written agreement.

3. QUOTATIONS AND PRICING

3.1 All quotes issued by NovaLynk are estimates only, based on information provided by the Customer and market conditions at the time of quoting. Quotes are valid for the period stated therein (typically 7–14 days) and are subject to change without notice thereafter.

3.2 Freight rates, surcharges, currency adjustment factors (CAF), bunker adjustment factors (BAF), terminal handling charges (THC), war risk surcharges (WRS), emergency risk surcharges (ERS), peak season surcharges (PSS), and other carrier-imposed costs are subject to market fluctuation. NovaLynk shall pass through any increases in such costs to the Customer, even after a booking confirmation has been issued, with reasonable notice where possible.

3.3 Quoted prices do not include, unless expressly stated in writing:

  • Canadian import duties, taxes (GST/HST), and CBSA examination or inspection fees;
  • CPTPP origin compliance fees (Certificate of Origin government issuance fee in Vietnam, approximately USD $20–50 per shipment);
  • Cargo insurance premiums;
  • Canadian customs brokerage fees (HVS/LVS entry, CFIA release, CARM processing fees);
  • Origin charges at the port of loading (including ACI filing fee, CFS charge, terminal handling charges, and emergency landside fees);
  • Storage, demurrage, or detention charges at origin or destination;
  • Costs arising from incorrect or incomplete documentation provided by the Customer or its supplier;
  • Any costs or duties imposed by regulatory changes (including tariff modifications under CPTPP or other trade agreements).

3.4 All prices are quoted in USD or CAD as specified. Where currency conversion is required, the rate applied will be the prevailing rate at time of invoice unless agreed otherwise in writing. NovaLynk is not liable for exchange rate fluctuations between the date of quote and the date of invoice.

4. CUSTOMER’S OBLIGATIONS

4.1 The Customer warrants and represents that:

  • All information provided to NovaLynk regarding the Shipment (including nature of goods, HS tariff codes, declared value, weight, dimensions, country of origin, and intended use) is accurate, complete, and not misleading;
  • The Customer is the beneficial owner of the Shipment or is duly authorized to act on behalf of the owner and to bind the owner to these Terms;
  • The Shipment does not contain any prohibited, restricted, or controlled goods under applicable Canadian, Vietnamese, or international laws, without prior written disclosure to and express written acceptance by NovaLynk;
  • The Shipment complies with all applicable packaging, labelling, marking, and safety requirements under Canadian, Vietnamese, and international regulations;
  • The Customer has full authority to bind the owner of the goods to these Terms.

4.2 The Customer shall provide all shipping instructions, commercial invoices, packing lists, letters of credit, permits, certificates, and other documents required for export from Vietnam and import into Canada in a timely manner. NovaLynk shall not be liable for delays, penalties, or losses arising from incomplete, inaccurate, or late documentation.

4.3 The Customer is responsible for ensuring that goods imported under CPTPP preferential tariff rates genuinely qualify for such treatment and that all supporting origin documentation accurately reflects the goods’ manufacturing and sourcing history. NovaLynk’s CPTPP advisory services are based on information supplied by the Customer and do not constitute legal or customs advice (see Clause 12).

5. BOOKING AND INSTRUCTIONS

5.1 A booking is confirmed only upon NovaLynk’s written confirmation (email is sufficient). Verbal instructions are not binding on NovaLynk.

5.2 The Customer’s booking confirmation constitutes acceptance of these Terms and any specific conditions stated in NovaLynk’s quote. In the event of any conflict between the quote and these Terms, the specific terms of the quote shall prevail for that Shipment only.

5.3 Any amendment to a confirmed booking must be requested in writing and is subject to NovaLynk’s written agreement and any additional costs arising therefrom, including but not limited to Carrier cancellation fees, amendment fees, or storage costs.

5.4 NovaLynk reserves the right to decline any booking at its discretion without liability.

6. LIABILITY OF NOVALYNK — GENERAL LIMITATIONS

⚠ IMPORTANT — PLEASE READ THIS CLAUSE CAREFULLY

This clause significantly limits NovaLynk’s liability to the Customer. The liability caps set out below may be far lower than the commercial value of your Shipment. You should consider obtaining adequate all-risk cargo insurance (see Clause 7) to cover potential losses that may exceed these limits.

6.1 NovaLynk’s liability, in all circumstances and regardless of the cause of action (whether in contract, tort, negligence, or otherwise), is limited to the lesser of:

  • The direct loss or damage actually proven by the Customer; or
  • 2 SDR per kilogram of the gross weight of the Shipment lost or damaged, consistent with the applicable Carrier’s bill of lading terms and international conventions; or
  • CAD $500 per Shipment where the loss arises solely from NovaLynk’s own freight forwarding coordination services (excluding third-party Carrier or Sub-contractor liability).

6.2 Under no circumstances shall NovaLynk be liable for:

  • Any indirect, consequential, special, exemplary, or punitive damages;
  • Loss of profit, loss of revenue, loss of market, or loss of business opportunity;
  • Loss or damage caused by the act, neglect, or default of the Customer, any Carrier, or any Sub-contractor;
  • Loss or damage to Shipments not reported to NovaLynk within the time limits specified in Clause 9;
  • Delays caused by Carriers, port congestion, transhipment delays, weather events, or any Force Majeure Event;
  • CBSA examinations, holds, seizures, or penalties arising from the nature of the goods or the Customer’s documentation;
  • Incorrect HS code classification, duty rates, or tariff treatment where the error stems from information provided by the Customer or its supplier;
  • Loss or damage arising after NovaLynk has fulfilled its obligation to arrange onward services and physical control has passed to a Carrier or Sub-contractor.

6.3 Where a loss or damage occurs during a segment of transport governed by a mandatory international convention (including the Hague-Visby Rules for ocean carriage, the Warsaw/Montreal Convention for air carriage, and the CMR for international road carriage), the convention’s liability regime shall apply between the Customer and the relevant Carrier. NovaLynk’s liability as freight forwarding agent shall not exceed the amount recoverable from the relevant Carrier under such convention.

6.4 NovaLynk shall not be liable for any loss or damage to Shipments caused by inherent vice, improper packing, inadequate marking, or insufficient labelling by the Customer or its supplier.

7. CARGO INSURANCE

7.1 NovaLynk does NOT automatically insure cargo. The liability limits in Clause 6 are significantly lower than the commercial value of most Shipments.

7.2 NovaLynk strongly recommends that the Customer obtain all-risk cargo insurance covering the full commercial value of each Shipment (typically invoice value plus freight cost and insurance premium, plus 10%).

7.3 NovaLynk can arrange all-risk marine cargo insurance on the Customer’s behalf as an additional service through its co-loading and carrier partners (including ECU Worldwide all-risk cargo insurance where available), subject to a separate written request and premium payment. The insurance policy in such cases is between the Customer and the insurer; NovaLynk acts solely as the Customer’s agent in procuring coverage and is not an insurer and has no liability under the policy.

7.4 If the Customer declines cargo insurance in writing, the Customer assumes all risk of loss, damage, or destruction of the Shipment beyond the limits set out in Clause 6, and NovaLynk shall have no further liability therefor.

8. SUB-CONTRACTORS AND THIRD-PARTY LIABILITY

8.1 NovaLynk is an asset-light freight forwarder. All physical handling, transportation, warehousing, customs brokerage, and last-mile delivery services are performed by Sub-contractors selected by NovaLynk. NovaLynk’s liability for loss or damage caused by a Sub-contractor is limited as set out in Clause 6.

8.2 By engaging NovaLynk’s services, the Customer agrees that NovaLynk may sub-contract any part of the service to any Carrier or Sub-contractor without prior notice to the Customer, provided that the Sub-contractor is selected with reasonable care.

8.3 The Customer acknowledges that:

  • Ocean LCL and FCL consolidation services are performed by licensed co-loaders and NVOCCs (including ECU Worldwide (Canada) Inc., and such other co-loaders as NovaLynk may engage from time to time) whose own bill of lading terms and conditions, liability regimes, and governing law apply to the ocean carriage segment;
  • Canadian customs clearance is performed by licensed customs broker Sub-contractors (including Hemisphere Freight & Brokerage Services, Clearit.ca, PCB Customs Brokers, Cole International, and such other licensed customs brokers as NovaLynk may engage from time to time) whose own terms, conditions, and liability regimes apply;
  • Origin services in Vietnam (pickup, CFS handling, export clearance, C/O Form VN procurement) are performed by partner agents in Ho Chi Minh City and Hanoi, operating under Vietnamese law and local commercial terms;
  • Last-mile delivery in the GTA is performed by third-party logistics providers whose own terms and conditions apply.

8.4 NovaLynk shall endeavour to enforce claims against Sub-contractors on the Customer’s behalf at the Customer’s written request and reasonable expense, but does not guarantee recovery. The Customer acknowledges that time limits for claims against Sub-contractors may be shorter than the limits in Clause 9 and agrees to act promptly.

9. CLAIMS PROCEDURE AND TIME LIMITS

9.1 All claims for loss, damage, shortage, or delay must be submitted to NovaLynk in writing (email to hello@novalynk.ca) within the following time limits, failing which the claim is waived:

  • Apparent damage or shortage: within 3 days of delivery of the Shipment;
  • Non-apparent (concealed) damage: within 7 days of delivery;
  • Delay or non-delivery: within 21 days of the agreed or estimated delivery date;
  • All other claims: within 60 days of the event giving rise to the claim.

9.2 Claims not submitted within the applicable time limit shall be deemed waived and no action may be brought thereafter. Any legal action against NovaLynk must be commenced within nine (9) months of the date of delivery or the date the goods should have been delivered, failing which the claim is absolutely time-barred. This nine-month limit aligns with the time bar applied by ocean carriers under applicable bill of lading terms, and is necessary to preserve NovaLynk’s ability to enforce claims against Carriers and Sub-contractors on the Customer’s behalf.

9.3 The Customer must preserve all damaged goods and original packaging in the condition received for inspection. Disposing of, altering, or moving damaged goods prior to NovaLynk’s written acknowledgement of the claim may void the claim entirely.

9.4 NovaLynk shall not be liable for claims where the Customer has failed to note damage or shortage on the delivery receipt at the time of delivery.

10. PAYMENT TERMS

10.1 Invoices are payable as follows, unless otherwise agreed in writing:

  • Starter Customers (1–3 shipments/month): payment in full prior to cargo release, or within 7 days of invoice date;
  • Growth Customers (4–8 shipments/month): Net 15 days from invoice date;
  • Partner Customers (9+ shipments/month or FCL): Net 30 days from invoice date, subject to credit approval.

10.2 NovaLynk reserves the right to withhold release of cargo documents, delivery orders, or bill of lading originals until all outstanding invoices are paid in full. The exercise of this right does not constitute a breach of NovaLynk’s obligations.

10.3 Overdue invoices shall bear interest at the rate of 1.5% per month (18% per annum), compounding monthly, from the due date until the date of full payment.

10.4 All pass-through costs (freight, customs duties, taxes, port charges, Carrier surcharges) paid by NovaLynk on behalf of the Customer must be reimbursed by the Customer regardless of the outcome of the Shipment, except where the cost was directly caused by NovaLynk’s own negligence.

10.5 In the event of non-payment, NovaLynk shall be entitled to recover all reasonable collection costs, including legal fees on a full-indemnity basis.

11. DANGEROUS AND PROHIBITED GOODS

11.1 The Customer shall not tender for carriage any dangerous goods (as classified under IMDG, IATA DGR, TDG Act, or applicable Canadian and Vietnamese regulations) without prior written disclosure to NovaLynk and NovaLynk’s express written acceptance.

11.2 The Customer shall fully indemnify NovaLynk, its directors, officers, employees, agents, and Sub-contractors against all losses, costs, penalties, and liabilities (including third-party claims) arising from the shipment of undeclared or misdeclared dangerous, prohibited, or restricted goods.

11.3 NovaLynk reserves the right to refuse, return, destroy, or otherwise dispose of any Shipment found to contain prohibited or undeclared dangerous goods, at the Customer’s sole risk and expense, without liability to NovaLynk.

12. CPTPP AND TRADE COMPLIANCE ADVISORY — DISCLAIMER

⚠ TRADE COMPLIANCE DISCLAIMER

NovaLynk’s CPTPP advisory services are informational only and do not constitute legal or customs advice. Customers are solely responsible for the accuracy of their origin claims, tariff classification, and CBSA compliance. NovaLynk strongly recommends engaging a licensed customs broker for all compliance decisions.

12.1 NovaLynk provides CPTPP eligibility reviews, HS code guidance, and Certificate of Origin (C/O Form VN) coordination as a value-added service based on information provided by the Customer. This service does not constitute legal advice, formal customs rulings, or binding determinations of origin.

12.2 The Customer remains solely responsible for:

  • The accuracy and completeness of all information used to support a CPTPP tariff preference claim, including supplier-provided Bills of Materials and cost breakdowns;
  • Maintaining records sufficient to support CPTPP claims for CBSA audit purposes (minimum 7 years recommended);
  • Any reassessment of duties, penalties, or interest levied by CBSA if a CPTPP claim is challenged or disallowed;
  • Compliance with all applicable rules of origin requirements, including the Yarn Forward rule for textile and apparel goods, and the Regional Value Content (RVC) threshold (40% under the Transaction Value method or 30% under the Net Cost method) for other goods.

12.3 NovaLynk shall not be liable for any duties, taxes, penalties, or professional fees arising from a CBSA audit, reassessment, or rejection of a CPTPP claim, even where NovaLynk prepared or coordinated the supporting documentation, unless caused by NovaLynk’s own gross negligence or willful misconduct.

12.4 Trade policies, tariff rates, and CPTPP rules of origin are subject to change by government authority without notice. NovaLynk is not responsible for changes in regulatory requirements occurring after the date services were rendered.

12.5 Where goods contain inputs or components sourced from countries that are not CPTPP member states (including but not limited to the People’s Republic of China), CPTPP preferential tariff eligibility is subject to rules of origin analysis and cannot be guaranteed without full supplier Bill of Materials and input cost verification. NovaLynk will advise the Customer in writing of any unresolved CPTPP eligibility uncertainty prior to booking.

13. INDEMNIFICATION

13.1 The Customer shall indemnify, defend, and hold harmless NovaLynk, its directors, officers, employees, agents, and Sub-contractors from and against all claims, actions, losses, damages, costs (including legal fees on a full-indemnity basis), fines, and penalties arising out of or in connection with:

  • Any breach by the Customer of these Terms;
  • Any inaccuracy, omission, or misrepresentation in information provided by the Customer or its supplier;
  • Any violation of applicable laws (including Canadian, Vietnamese, or international trade, customs, sanctions, or export control laws) by the Customer or its suppliers;
  • Any claim brought against NovaLynk by the owner of the goods, consignee, or any third party arising from NovaLynk acting in accordance with the Customer’s instructions.

14. LIEN ON GOODS

14.1 NovaLynk shall have a general and particular lien over all Shipments and documents relating thereto in NovaLynk’s possession, custody, or control for all amounts owing by the Customer to NovaLynk, whether in respect of the specific Shipment or any other outstanding invoice or obligation.

14.2 If amounts due are not paid within 30 days of NovaLynk’s written demand, NovaLynk may, upon reasonable written notice, sell or otherwise dispose of the Shipment and apply the proceeds towards the amount owing. Any surplus after recovery of all costs and charges shall be remitted to the Customer; any shortfall remains due and payable.

15. FORCE MAJEURE

15.1 NovaLynk shall not be liable for any failure or delay in performing its obligations caused by circumstances beyond its reasonable control, including but not limited to: acts of God; natural disasters; pandemic or public health emergency; war, terrorism, or civil unrest; government action, embargoes, or sanctions; port closures, industrial action, or labour disputes; severe weather; cyberattacks; blockage of key shipping routes; or failure of third-party infrastructure (collectively, “Force Majeure Events”).

15.2 In the event of a Force Majeure Event, NovaLynk shall notify the Customer as soon as reasonably practicable. The obligations of both parties shall be suspended for the duration of the Force Majeure Event. This does not relieve the Customer of the obligation to pay for services already rendered or costs already incurred.

16. CONFIDENTIALITY

16.1 Each party agrees to keep confidential the other party’s pricing, business information, and operational details disclosed in connection with these Terms, and not to disclose such information to any third party except as required by law or with prior written consent.

16.2 NovaLynk will not share the Customer’s personal or commercial information with any third party other than Sub-contractors and Carriers who require it to perform the contracted services, or as required by CBSA, CFIA, or other regulatory authorities.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 These Terms and all services provided by NovaLynk shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

17.2 In the event of any dispute arising out of or in connection with these Terms or NovaLynk’s services, the parties shall first attempt to resolve the dispute through good-faith negotiation for a period of 30 days from written notice of the dispute.

17.3 If the dispute is not resolved by negotiation, either party may refer the matter to mediation under the auspices of the ADR Institute of Ontario. Costs of mediation shall be shared equally by the parties.

17.4 If mediation fails, disputes shall be submitted to the exclusive jurisdiction of the courts of the Province of Ontario sitting in the City of Toronto.

17.5 The Customer acknowledges that NovaLynk’s Sub-contractors and Carriers operate under their own contracts of carriage, which may be governed by different jurisdictions and legal regimes (including, but not limited to, Hong Kong law under ECU Worldwide’s bill of lading terms, or the law of the country of carriage for other Carriers). NovaLynk’s obligation to the Customer in relation to claims involving Sub-contractors or Carriers is limited to exercising reasonable commercial efforts to enforce such claims on the Customer’s behalf; NovaLynk is not liable for the outcome of any proceedings governed by a foreign jurisdiction or for any shortfall in recovery.

18. AMENDMENTS AND ENTIRE AGREEMENT

18.1 These Terms, together with any written quote, booking confirmation, or service agreement, constitute the entire agreement between NovaLynk and the Customer with respect to the services described therein, and supersede all prior representations, warranties, and agreements, whether written or oral.

18.2 NovaLynk may amend these Terms at any time by posting an updated version on novalynk.ca with at least 14 days’ prior written notice. Continued use of NovaLynk’s services after the effective date of any amendment constitutes acceptance of the revised Terms.

18.3 No waiver by NovaLynk of any breach of these Terms shall be construed as a waiver of any subsequent breach. A waiver is only effective if given in writing and signed by an authorized representative of NovaLynk.

19. SEVERABILITY

19.1 If any provision of these Terms is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

20. CONTACT AND SERVICE OF NOTICES

20.1 All notices, claims, and formal communications to NovaLynk must be in writing and addressed to:

iGreenTrade Corp. (operating as NovaLynk Freight) 1355 Kingston Road, Suite [X], Toronto, Ontario [Postal Code], Canada Email: hello@novalynk.ca Phone: +1 (416) 669-9099

20.2 Notices sent by email are deemed received on the next business day after sending, provided no delivery failure notice is received by the sender.

iGreenTrade Corp. (operating as NovaLynk Freight) | “The smarter way to ship Canada ↔ Vietnam.”

novalynk.ca • hello@novalynk.ca • +1 (416) 669-9099 • Toronto, Ontario, Canada

Corporation #813741-2 | Business Number 827687104 | CBSA Carrier Code 8C1Q | Bonded Freight Forwarder | IATA-CASS Member | CIFFA Regular Member (since July 2026)

These Terms and Conditions (Version 2.0) were last reviewed and approved by iGreenTrade Corp. on [DATE].