1. Credit Terms

All invoices issued by Premoship Inc. (“Premoship”) are payable in full within thirty (30) days of the invoice date in Canadian dollars, unless otherwise agreed in writing. Payment terms, limits, and conditions may be modified, reduced, suspended, or revoked by Premoship at any time in its sole discretion without prior notice, and any such change is effective immediately upon notice to the Applicant.

2. Late Payment & Interest

Any invoice not paid in full by its due date shall bear interest at the rate of two percent (2%) per month, compounded monthly, from the due date until paid in full. Pursuant to section 4 of the Interest Act (Canada), this rate is expressed as an equivalent annual rate of twenty-four percent (24%) per annum, not compounded (effective annual rate: approximately 26.82%). The Applicant waives any right to challenge the enforceability of this interest rate.

3. NSF & Returned Payments

Any cheque, pre-authorized debit, electronic funds transfer, or other payment instrument returned unpaid or dishonoured for any reason shall be subject to a handling fee of fifty dollars ($50.00) per occurrence, in addition to any interest, bank charges, and collection costs.

4. Collection Costs & Legal Fees

The Applicant agrees to pay all reasonable costs of collection incurred by Premoship in recovering any overdue amounts, including without limitation legal fees on a full indemnity (solicitor-and-client) basis, court costs, disbursements, third-party collection agency fees, and all related administrative charges.

5. No Right of Set-Off or Withholding

The Applicant shall pay all amounts invoiced in full when due, without any set-off, counterclaim, deduction, holdback, or withholding for any reason whatsoever, including any disputed charges, claims for damage, loss, delay, or shortage. Disputes must be raised in writing within fifteen (15) days of the invoice date but do not relieve the Applicant of its obligation to pay the invoice in full on the due date.

6. Set-Off by Premoship

Premoship may, at any time and without notice, apply, set off, or deduct any amounts owed by Premoship to the Applicant (including credits, refunds, or rebates) against any amounts owing by the Applicant to Premoship under this agreement or any other agreement.

7. Security, Personal Guarantee & Deposits

Premoship may, at its discretion at any time, require a personal guarantee from the Applicant’s principals, a security deposit, prepayment, a letter of credit, or other security as a condition of extending or continuing credit. The Applicant consents to Premoship registering a financing statement or security interest under the Personal Property Security Act (Ontario) to secure any outstanding amounts.

8. Indemnification

The Applicant shall indemnify, defend, and hold harmless Premoship, its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including legal fees) arising out of or in connection with (a) any breach of this agreement by the Applicant, (b) any inaccurate or incomplete information provided in this application, or (c) any act or omission of the Applicant or its personnel in relation to shipments or services.

9. Credit Investigation & PIPEDA Consent

The Applicant authorizes Premoship and its agents to obtain, verify, and exchange credit and financial information about the Applicant and its principals from and with any credit reporting agency, bank, supplier, trade reference, government body, or other source, at any time and from time to time for so long as the account remains open. This consent is given in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable Ontario privacy legislation, and constitutes written authorization for any third party to release such information to Premoship. Personal information collected will be used to evaluate, establish, administer, and collect on the credit account.

10. Notice of Change

The Applicant shall notify Premoship in writing within ten (10) business days of any change in its legal name, trade name, business address, ownership structure, principals, banking arrangements, or insolvency status. Failure to do so may result in immediate suspension of credit.

11. Assignment

The Applicant may not assign this agreement or any rights hereunder without Premoship’s prior written consent. Premoship may assign this agreement, including any receivables owing by the Applicant, to any third party without the Applicant’s consent.

12. No Waiver & Severability

No failure or delay by Premoship in exercising any right under this agreement shall operate as a waiver of that right. If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. Governing Law & Jurisdiction

This credit application and all resulting transactions are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Applicant irrevocably attorns to the exclusive jurisdiction of the courts of Ontario sitting in the City of Toronto for any dispute arising from or related to this agreement, and waives any objection based on forum non conveniens.

14. Electronic Signature & Binding Effect

The Applicant consents to the use of electronic signatures and electronic records pursuant to Ontario’s Electronic Commerce Act, 2000, and agrees that this application, once submitted, constitutes a legally binding agreement between the Applicant and Premoship. The individual signing below warrants that they are authorized to bind the Applicant business and that all information provided is true, complete, and accurate.

15. Personal Guarantee

In consideration of Premoship extending credit to the Applicant, and as a material inducement to Premoship to do so, the individual signing this application (the “Guarantor”), intending to be bound in both their corporate and personal capacities by the single signature affixed below, hereby unconditionally and irrevocably personally guarantees to Premoship the due and punctual payment and performance of all present and future debts, liabilities, and obligations of the Applicant to Premoship, including without limitation all invoiced amounts, interest at 2% per month / 24% per annum, NSF fees, collection costs, and legal fees on a full indemnity basis (collectively, the “Guaranteed Obligations”). This guarantee is a continuing guarantee of payment and performance (not merely of collection) and shall remain in full force and effect until all Guaranteed Obligations are paid and performed in full. The Guarantor waives: (i) any requirement that Premoship first proceed against, exhaust any remedy against, or give notice to the Applicant or any other person before proceeding against the Guarantor; (ii) all defences arising from any lack of capacity, authority, or corporate existence of the Applicant; (iii) all defences based on extension of time, waiver, amendment, release of collateral, or other indulgence granted to the Applicant; (iv) any right of subrogation, contribution, or indemnity until the Guaranteed Obligations are paid in full; and (v) the benefit of division and discussion. The Guarantor represents that they have full legal capacity to grant this guarantee, that it does not violate any existing agreement or court order binding on them, and (if married in a jurisdiction with matrimonial property rights) that they have obtained any spousal consent that may be required. The Guarantor consents to Premoship registering a financing statement under the Personal Property Security Act (Ontario) against the Guarantor personally in respect of this guarantee. This personal guarantee is governed by Ontario law and the Guarantor attorns to the exclusive jurisdiction of the Ontario courts sitting in Toronto.