Effective	24JAN2022
Filed	24JAN2022
Filing Codes	IC

1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
Carriage means any operations or services (including all related
documentary, customs and information technology processes used or
produced) undertaken by or on behalf of the Carrier in respect of the
Goods; Carrier means Pelorus Shipping Line Limited whose registered office
is at No.2, G/Fl., Block A, Tonic Industrial Center, 26 Kai Cheung Road,
Kowloon Bay, Kowloon, Hong Kong, on whose behalf this bill of lading has
been signed; Carrier Group means the Carrier and every other Person which,
from time to time, is or becomes a subsidiary or holding company of the
Carrier, or a subsidiary of any such holding company or the ultimate
holding company of the Carrier (and the terms subsidiary and holding
company shall have the meanings given to them by the Companies Ordinance
(Chapter 622 of the Laws of Hong Kong));
  
Carrier's Agents includes the company within the Carrier Group or the
independent agent of the Carrier which arranged the Carriage and/or issued
this bill of lading and the company within Carrier Group or the
independent agent of the Carrier in the country where the Goods are
discharged and/or delivered;  Charges includes freight, demurrage,
detention costs and all other expenses and monetary obligations, including
duties, taxes and dues, incurred by the Carrier and payable by the
Merchant; COGSA means the U.S. Carriage of Goods by Sea Act of the United
States of America 1936;
  
Combined Transport arises if the Carrier has indicated a place of receipt
and/or a place of delivery that is not a port on the face hereof in the
relevant spaces;
 
Compulsory Legislation means an international convention or national law
which applies compulsorily to any element of the Carriage and which cannot
be departed from, including COGSA in the case of US Carriage;
 
Consolidation includes stuffing, packing, loading or securing of Goods on
or within Containers (and
 
Consolidate and Consolidated shall be construed accordingly);
 
Container includes any container (including open top containers), trailer,
transportable tank, platform, lift van, flat, flat-rack, cradle, pallet,
sled or any similar article of transport used to Consolidate goods and any
ancillary equipment;
 
Goods means the whole or any part of the cargo received by the Carrier
from the Merchant and includes any packing and any equipment or Container
not supplied by the Carrier (but excludes any Container supplied by the
Carrier);
 
Hague Rules means the provisions of the International Convention for the
Unification of Certain Rules of Law relating to Bills of Lading signed at
Brussels on 25 August 1924; Hague-Visby Rules means the Hague Rules as
amended by the Protocol signed 
expressly provided that nothing in this bill of lading shall be construed as
contractually applying the Hague-Visby Rules);
 
Merchant includes the Shipper, the Consignee, the receiver of the Goods
and the Person entitled to receive the Goods, the holder of this bill of
lading, any Person owning or lawfully entitled to the possession of the
Goods or this bill of lading, the Person on whose account the Goods are
handed to the Carrier, any Person acting on behalf of any of the above
mentioned Persons, including agents, servants and Sub-Contractors;
 
Non-US Carriage means any Carriage which is not US Carriage;
 
Package where a Container is loaded with more than one package or unit,
the packages or other shipping units enumerated on the face of this bill
of lading as packed in such Container are each deemed a Package;
 
Person includes an individual, corporation or other legal entity; 
Pomerene Act also known as the United States Federal Bill of Lading Act
1916, 49 U.S.C. Secs,80101-80116 or any amendments thereto; 
Port to Port Transport arises if it is not Combined Transport; 
Shipper means the Person who tendered the Goods to the Carrier and any
Person named as shipper in the bill of lading;
 
SOLAS means the International Convention for the Safety of Life at Sea of
the International Maritime Organization as supplemented by the SOLAS
Guidelines, as amended from time to time;
 
SOLAS Guidelines means the Guidelines regarding the verified gross mass
(VGM) of a container carrying cargo (MSC.1/Circ.1475) published by the
International Maritime Organization; 
 
Sub-Contractor includes owners, charterers and operators of Vessels (other
than the Carrier), stevedores, terminal and/or groupage operators, road,
rail and air transport operators, customs brokers, warehousemen and any
independent contractors, servants or agents employed by the Carrier in
performance of the Carriage and including their direct and indirect
sub-contractors, servants and agents;
 
US Carriage means Carriage to, from or through any port of the United
States of America;
  
Vessel means any waterborne craft used in the Carriage under this bill of
lading, including feeder vessels, ocean vessels and inland water vessels
and whether named in the bill of lading or substituted vessels; and
Waterborne Carriage means the carriage of Goods by sea or inland
waterways. 
 
1.2 Interpretation 
(a) Any words following the word including shall be interpreted without
limitation to the generality of the preceding words.
 
(b) All Persons defined as Merchant shall be jointly and severally liable
to the Carrier for the fulfilment of the Merchant's obligations.
 
2. SUPPLY OF CONTAINERS 
 
2.1 Where the Carrier is instructed to provide a Container, unless
otherwise agreed by the Carrier, the Carrier is not under an obligation to
provide a Container of any particular type or quality.
 
2.2 This bill of lading shall govern the responsibility of the Carrier in
connection with or arising out of the supply of a Container to the
Merchant, whether supplied before or after the Goods are received by the
Carrier or delivered to the Merchant.
 
2.3 The Merchant shall inspect each Container before it is stuffed,
packed, filled or loaded, and the use of a Container shall be prima facie
evidence of that Container being sound and suitable for use.
 
2.4 Any Container released into the care of the Merchant for packing,
unpacking or any other purpose whatsoever shall be at the sole risk of the
Merchant until proper redelivery to the Carrier at the time and place
prescribed by the Carrier.
  
3. CONSOLIDATION AND STUFFING OF THE CONTAINERS 
 
3.1 Goods may be Consolidated by the Carrier in or on Containers and Goods
may be Consolidated with cargo owned by other Persons.
 
3.2 If a Container has been Consolidated by the Merchant the Carrier shall
not be liable for loss of or damage to the Goods:
 
(a) caused by the manner in which the Container has been stuffed;
 
(b) caused by the unsuitability of the Goods for carriage in the Container
actually used;
 
(c) caused by the unsuitability or defective condition of the Container
actually used, provided that where the Container has been supplied by or
on behalf of the Carrier, this paragraph 3.2(c) shall only apply if the
unsuitability or defective condition would have been apparent upon
reasonable inspection by the Merchant at or prior to the time when the
Container was stuffed; or
 
(d) if the Container is not sealed at the commencement of the Carriage,
except where the Carrier has agreed to seal the Container.
 
4. SOLAS VERIFIED GROSS MASS REQUIREMENTS
 
4.1 The Merchant shall provide the Carrier with the verified gross mass,
which shall be established using calibrated and certified equipment, for
each packed Container (FCL) or the total packages of Goods (LCL) carried
pursuant to this bill of lading in accordance with SOLAS and any other
requirements set by the Carrier. The Merchant acknowledges and agrees that
the Carrier will rely on the accuracy and timeliness of such verified
gross mass and use this to comply with its obligations to Sub-Contractors
in accordance with SOLAS.
 
4.2 In the event that the Merchant does not comply with its obligations
under Clause 4.1, or where the Carrier reasonably believes that the
verified gross mass provided by or on behalf of the Merchant is inaccurate
or incomplete, the Carrier may, at its absolute discretion and at the
Merchant's cost, establish the verified gross mass of each packed
Container (FCL) or the total packages of Goods (LCL) carried pursuant to
this bill of lading.
 
4.3 The Carrier shall not have any liability:
(a) in the event that the verified gross mass provided by or on behalf of
the Merchant is inaccurate or incomplete; or
(b) resulting from any delay from establishing the verified gross mass in
accordance with Clause 4.2 and the Merchant shall indemnify the Carrier
from and against any and all liabilities resulting from the same.
  
5. MERCHANT'S RESPONSIBILITIES AND WARRANTIES
 
5.1 The Merchant warrants that:
(a) in agreeing to this bill of lading it is, or is the agent of and has
the authority of, the Person owning or entitled to the possession of the
Goods and this bill of lading or any Person who has a present or future
interest in the Goods and this bill of lading;
 
(b) the description and particulars of the Goods and Container(s) set out
on the face hereof including the verified gross mass, weight, content,
measure, quantity, quality, condition, marks, numbers and value have been
checked by the Merchant and are correct;
 
(c) the Goods are packed and loaded within the Container in a manner
adequate to withstand the ordinary risks of Carriage having regard to
their nature and in compliance with all laws, regulations and requirements
which may be applicable;
 
(d) the Goods contain no stolen goods, contraband or other illegal
material or substances or any goods which violate any intellectual or
other property rights of any third party;
 
(e) neither the Goods nor any party with any interest in the Goods
(whether as Shipper, Consignee or otherwise) are subject to any import or
export prohibition, sanction or restriction imposed by any state, country,
supranational or international governmental organisation or other relevant
authority;
 
(f) the Goods can be received, held, carried and delivered, and all
associated payments made and received, in each case without infringing any
sanction, prohibition or restriction imposed by any state, country,
supranational or international governmental organisation or other relevant
authority, whether by reason of the nature of the Goods or the involvement
of any party.
  
5.2 The Merchant shall comply with all applicable laws, regulations and
requirements (including any imposed at any time before or during the
Carriage relating to anti-terrorism measures) of customs, port and other
authorities and shall bear and pay all duties, taxes, fines, imposts,
expenses and losses (including without prejudice to the generality of the
foregoing, freight for any additional Carriage undertaken) incurred or
suffered by reason thereof or by reason of any illegal, incorrect or
insufficient marking, numbering or addressing of the Goods.
 
5.3 The Merchant shall be liable for the loss, damage, contamination,
soiling, detention or demurrage of property (including Containers) of the
Carrier or any Person (other than the Merchant) or Vessel caused by the
Goods or the Merchant.
 
6. THE GOODS
 
6.1 Dangerous Goods
 
(a) No Goods which are or may become dangerous (whether or not so listed
in codes), inflammable, damaging, injurious (including radioactive
materials), noxious or which are or may become liable to damage any
property or Person whatsoever shall be tendered to the Carrier for
Carriage without:
(i) the Carrier's express consent in writing;
(ii) all information necessary for the Carrier to perform its obligation
in connection with the Goods in accordance with all applicable laws,
regulations or requirements (or any combination of the foregoing),
including information about the characteristics of the Goods, the
appropriate manner and method of storage, handling and transportation of
the Goods; and 
(iii) the Container and/or other covering in which the Goods are to be
transported and/or the Goods themselves being distinctly marked on the
outside so as to indicate the nature and character of any such Goods and
so as to comply with all applicable laws, regulations and/or requirements.
  
(b) If any such Goods are delivered to the Carrier in breach of Clause
6.1(a), or if, at any time in the opinion of the Carrier, the Goods are,
or are liable to become, of a dangerous, inflammable and/or damaging
nature, or a hazard to life or property, they may at any place be
unloaded, destroyed or rendered harmless, as circumstances may require,
without compensation to the Merchant and without prejudice to the
Carrier's rights to the Charges, and the Merchant shall be liable for all
loss, damage, delay or expenses arising from the Carriage.
  
6.2 Temperature controlled cargo 
 
(a) The Merchant undertakes not to tender for Carriage any Goods which
require temperature control without previously giving written notice (and
filling in the box on the front of this bill of lading if this bill of
lading has been prepared by the Merchant) of their nature and particular
temperature range to be maintained and, in the case of a temperature
controlled Container Consolidated by the Merchant, further undertakes that
the Container has been properly pre-cooled and that its thermostatic
controls have been properly set by the Merchant before receipt of the
Goods by the Carrier.
 
(b) The Carrier shall not be liable for any loss of or damage to the Goods
arising from defects, derangement, breakdown or stoppage of the
temperature controlling machinery, plant, insulation or any apparatus of
the Container, provided that the Carrier shall before or at the beginning
of the Carriage exercise due diligence to maintain the refrigerated
Container in an efficient state.
 
6.3 Inspection of Goods
The Carrier shall be entitled, but under no obligation, to open and/or
scan any Container or package at any time and to inspect the contents.
 
7. COLLECTION AND DELIVERY AT THE MERCHANT'S PREMISES
 
7.1 When collection or delivery takes place at the Merchant's premises,
the place of collection or delivery shall be the usual place of loading or
unloading the Goods into or from the vehicle and:
 
(a) the Carrier shall not be under any obligation to provide any plant,
power or labour which may be required for the loading or unloading at such
premises, and this shall be the responsibility of the Merchant at its own
risk and expense; and
 
(b) any assistance given by the Carrier additional to the foregoing is
given entirely at the Merchant's risk as to damage to or loss of Goods or
injury to Persons.
 
8. ISSUING OF BILLS AND WAYBILLS
 
8.1 This bill of lading shall be non-negotiable unless made out "to
order."
 
8.2 This bill of lading shall be prima facie evidence only of the Carrier
taking the Goods described in the bill of lading under its control,
provided that, and only to the extent the Carrier had, reasonable means of
checking the Goods.
 
9. STOWAGE OF THE CONTAINERS
9.1 Goods of any description (whether containerised or not) may be stowed
on or under deck without notice to the Merchant, unless on the front of
this bill of lading it is specifically stipulated that the Containers or
Goods will be carried under deck, and any deck stowage shall not be a
deviation of whatsoever nature or degree. If carried on deck, the Carrier
shall not be required to note, mark or stamp on the bill of lading any
statement of such on deck carriage. Subject to Clause 9.2, such Goods
whether carried on deck or under deck shall participate in General Average
and such Goods shall be deemed to be within the definition of Goods for
the purposes of any Compulsory Legislation.
 
9.2 Goods which are stated on the front of this bill of lading to be
carried on deck, and which are actually carried on deck (and livestock,
whether or not carried on deck), are carried without responsibility on the
part of the Carrier for loss or damage of whatsoever nature arising during
Carriage by sea or inland waterway whether caused by unseaworthiness or
negligence or any other cause whatsoever. The Merchant shall indemnify the
Carrier against all and any extra cost incurred for any reason whatsoever
in connection with carriage of livestock.
 
10. METHODS AND ROUTE OF TRANSPORTATION
 
10.1 The Carrier may at its sole discretion and at any time and without
notice to the Merchant:
 (a) use any route whatsoever and any means of transport or storage
whatsoever;
 
 (b) load or carry the Goods on any Vessel whether named on the front
hereof or not;
 
 (c)  transfer the Goods from one conveyance to another including
transhipping and/or substitute any mode of transport at any time;
 (d) at any place unpack and remove Goods which have been stuffed in or on
a Container and forward the same in any manner whatsoever;
 
 (e) load or unload the Goods from any conveyance at any place (whether or
not named on the front hereof);
 
 (f) comply with any orders or recommendations given by any government or
authority or any Person or body acting or purporting to act as or on
behalf of such government or authority or having under the terms of the
insurance on the conveyance employed by the Carrier the right to give
orders or directions.
 
10.2 For Waterborne Carriage, the Carrier may sail with or without pilot,
proceed, return to and stay at any port or place whatsoever, once or more
and in any order (whether towards or away from the port or place of
discharge), proceed at any speed, undergo repair, adjust equipment, dry
dock, tow or be towed, assist other vessels in any situation, deviate for
the purpose of saving life or property or of landing ill or injured
persons, and call for fuel at any port(s) or place(s).
 
10.3 Anything done in accordance with this Clause or any delay arising
therefrom shall be deemed to be within the contractual Carriage and shall
not be a deviation of whatsoever nature or degree. 
 
10.4 Hindrances or delay
If at any time the Carriage is or is likely to be affected by any
hindrance, risk, delay, difficulty or disadvantage of any kind (including
the condition of the Goods and any of the Merchant or SubContractors
becoming insolvent), or if it appears at any time that the Goods, or any
part of them, cannot safely or properly be carried, or carried further,
either at all or without incurring any additional expense or taking
measures in relation to the Container or Goods whenever and howsoever
arising (whether or not the Carriage has commenced) the Carrier may
without notice to the Merchant:
 
(a) treat the performance of the Carriage as terminated and place the
Goods at the disposal and responsibility of the Merchant at any place or
port; or
 
(b) without prejudice to the Carrier's right to subsequently abandon the
Carriage under Clause 10.4(a) above, continue the Carriage and (as the
Merchant's agent only) take any measures and/or incur any reasonable
additional expense to carry or continue the Carriage thereof.
 
In any event the Carrier shall be entitled to the full Charges on Goods
received for Carriage and the  Merchant shall pay any additional costs
resulting from the above-mentioned circumstances.
 
11. DELIVERY OF GOODS
 
11.1  The Goods shall be deemed delivered:
(a) as soon as they have (i) been unloaded from the Vessel at the port of
discharge (where the port of discharge is the place of delivery), or (ii)
arrived at the delivery place; or
 
(b) (where the Carrier is required or permitted by law or custom to
release the Goods to port or other authorities of that port or delivery
place) as soon as the Goods have been released or are in the control
(physical and/or legal) of the port or other authorities, at any location,
at which point the Carriage and the Carrier's responsibility for the Goods
ends.
 
11.2 Any mention herein of parties to be notified of the arrival of the
Goods is solely for information of the Carrier, and failure to give such
notification shall not involve the Carrier in any liability nor relieve
the Merchant of any obligation thereunder.
 
11.3 If the Merchant does not take delivery of the Goods or any part
thereof at the time and place stated in Clause 11.1, the Carrier shall be
entitled, without notice and without prejudice to any other rights that it
may have against the Merchant, to remove from a Container the Goods or
that part thereof if Consolidated in or on a Container and to store the
Goods or that part thereof ashore, afloat, in the open or under cover at
the sole risk and expense of the Merchant and the costs of such storage
(if paid or payable by the Carrier or any agent or Sub-Contractor of the
Carrier) shall forthwith upon demand be paid by the Merchant to the
Carrier. Such storage shall constitute due delivery hereunder, and
thereupon the liability of the Carrier in respect of the Goods or that
part thereof shall cease.
 
12. RETURN OF CONTAINERS
 
12.1 If Containers supplied by or on behalf of the Carrier are unpacked at
the Merchant's premises, the Merchant is responsible for returning the
Containers empty, with interiors brushed and clean, odour free and
undamaged to the point or place designated by the Carrier, its servants or
agents, within the time prescribed by the Carrier. Should a Container not
be returned within the time so prescribed, the Merchant shall be liable
for any detention, loss or expenses (as set out in the agreement between
the Carrier and the Merchant if any, or where there is no such agreement,
the detention, loss or expenses payable under this clause will be as
charged to the Carrier by the relevant Sub-Contractor) which may arise
from such non-return.
 
12.2 The Merchant shall be responsible for any loss of, damage to,
contamination or soiling of any Container supplied by or on behalf of the
Carrier.
 
13. CHARGES
  
13.1 The provisions of the Carrier's applicable tariff, if any, are
incorporated herein. Particular attention is drawn to the provisions
therein, if any, relating to free storage time and to Container and
vehicle demurrage. Copies of such provisions are obtainable from the
Carrier or his agents upon request or, where applicable, from a government
body with whom the tariff has been filed. In the case of inconsistency
between this bill of lading and the applicable tariff, this bill of lading
shall prevail.
 
13.2 Charges shall be deemed fully earned upon receipt of the Goods by the
Carrier and shall be paid and be non-returnable in any event.
 
13.3 The Merchant's attention is drawn to the stipulations concerning
currency in which the Charges are to be paid, rate of exchange,
devaluation and other contingencies relative to the Charges in the
relevant tariff conditions. If no such stipulation as to devaluation
exists or is applicable and if the currency in which the Charges are
quoted is devalued or revalued between the date of the Charges agreement
and the date when the Charges are paid, then all Charges shall be
automatically and immediately changed in proportion to the extent of the
devaluation or revaluation of the said currency. Payment shall be made in
the currency named in the bill of lading, or, at the option of the
Carrier, in another currency specified by the Carrier.
 
13.4 The Charges have been calculated on the basis of particulars
furnished by or on behalf of the Merchant. The Carrier shall be entitled
to production of the commercial invoice for the Goods or true copy thereof
and to inspect, re-weigh, re-measure and re-value the Goods and if the
particulars are found by the Carrier to be incorrect, it is agreed that,
without prejudice to the rights of the Carrier 
under Clause 6.3, the Merchant shall pay the Carrier the correct Charges
(credit being given for the Charges charged) and the costs incurred by the
Carrier in establishing the correct particulars.
 
13.5 All Charges shall be paid without any set-off, counter-claim,
deduction or stay of execution.
 
13.6 Despite the acceptance by the Carrier of instructions to collect
Charges or other expenses from any other Person in respect of the
transport under this bill of lading, the Merchant shall remain responsible
for such moneys on receipt of evidence of demand and the absence of
payment for whatever reason.
 
13.7 All dues, taxes and charges levied on the Goods and other expenses in
connection therewith shall be paid by the Merchant.
 
13.8 The Merchant shall reimburse the Carrier for any costs for deviation
or delay or any other increase of costs of whatever nature caused by war,
warlike operations, epidemics, strikes, government directions or Acts of
God.
 
14. LIEN
 
14.1 The Carrier shall have a general lien on the Goods and any documents
relating thereto, funds held and any other goods in respect of which the
Carrier is providing services to the Merchant (Other Goods) and any
documents relating thereto for all sums whatsoever due at any time to the
Carrier under this bill of lading, or otherwise, and for General Average
contributions to whomsoever due.
 
14.2 The Carrier shall also have a general lien against the Merchant on
the Goods and any documents relating thereto, funds held and Other Goods
and any documents relating thereto for all sums due from the Merchant to
the Carrier's Agents and/or any member of the Carrier Group under any
other contract.
 
14.3 The Carrier may exercise its lien at any time and at any place in its
sole discretion, whether the Carriage is completed or not with or without
further notice. In any event any lien shall (a) survive the delivery of
the Goods and/or the Other Goods and (b) extend to cover the cost of
enforcing its lien and recovering any sums due.
 
14.4 To enforce and satisfy the Carrier's lien, the Carrier shall have the
right, at the Merchant's expense, to sell the aforementioned Goods, Other
Goods and documents by public auction or private treaty, without notice to
the Merchant and without any liability towards the Merchant.
 
15. CARRIER'S LIABILITY
 
15.1 US Carriage
 
(a) For US Carriage this bill of lading shall have effect subject to the
provisions of COGSA and to the Pomerene Act regardless of whether said Act
would apply of its own force. The provisions of COGSA are incorporated
herein and save as otherwise provided herein shall apply the entire time
the Goods are in the Carrier's custody, including before loading and after
discharge as long as the Goods remain in the custody of the Carrier or its
Sub-Contractor, including Goods carried on deck. Nothing contained herein
is to be deemed as surrender by the Carrier of its rights, immunities,
exemptions or limitations or an increase of any of its responsibilities or
liabilities under COGSA. Except for Clause 15.2, every other term,
condition, limitation, defence and liberty whatsoever contained in this
bill of lading shall apply to US Carriage.
 
(b) Where the Merchant requests the Carrier to procure Carriage by an
inland carrier in the United States of America, such Carriage shall be
procured by the Carrier as agent only to the Merchant and such Carriage
shall be subject to the inland carrier's own contractual conditions and
tariff. If, for any reason, the Carrier is denied the right to act as
agent only at these times, its liability for loss, damage or delay to the
Goods shall be determined in accordance with Clause 15 hereof.
 
(c) Neither the Carrier nor the Vessel shall in any event be or become
liable in an amount  exceeding US$500 per package or customary freight
unit. For limitation purposes under COGSA, it is agreed that the meaning
of the word "package" shall be any palletised and/or unitised assemblage
of cartons which has been palletised and/or unitised for the convenience
of the Merchant, regardless of whether said pallet or unit is disclosed on
the front hereof. 
 
15.2 Non-US Carriage
 
(a) In the event of loss of or damage to the Goods, the following
provisions shall apply in relation to (i) Port to Port Transport and (ii)
Combined Transport, where it is known that the loss of or damage occurred
during any element of the Combined Transport which involves Waterborne
Carriage:
 
(i) where any Compulsory Legislation applies, the liability of the Carrier
howsoever occurring will be determined and limited in accordance with such
Compulsory Legislation;
(ii) where no Compulsory Legislation applies, the liability of the Carrier
howsoever occurring will be determined and limited in accordance with the
Hague-Visby Rules Article 1-8 inclusive (excluding Article 3 rule 8);
(iii) the Carrier shall be under no liability whatsoever for loss or
damage to the Goods while in its actual or constructive possession before
loading or after discharge, howsoever caused. Notwithstanding the
foregoing, in case and to the extent that any Compulsory Legislation
provides to the contrary, the Carrier shall have the benefit of every
right, defence, limitation and liberty in the Hague Rules, Hague-Visby
Rules, or any other rules as applied by Clause 15.2(b) during such
additional compulsory period of responsibility, notwithstanding that the
loss or damage did not occur at sea.
 
(b) In relation to all Combined Transport (save for Combined Transport
covered in Clause 15.2(a)) the Carrier shall (subject to any Compulsory
Legislation) be relieved of any liability whatsoever for any loss of or
damage to the Goods if, and to the extent that, such loss or damage is
caused by:
(i) strike, lockout, stoppage or restraint of labour, the consequences of
which the Carrier is unable to avoid by the exercise of diligence;
(ii) any cause or event which the Carrier is unable to avoid, and the
consequences of which the Carrier is unable to prevent by the exercise of
reasonable diligence.
 
(c) Compensation and Limitation
(i) The Carrier's liability for any loss or damage to the Goods shall be
limited to the lesser of:
(A) the FOB/FCA invoice value plus freight and insurance if paid. If there
is no such invoice value, the value of the Goods shall be determined
according to the value of the Goods at the place and time of delivery to
the Merchant or the place and time when they should have been so
delivered; and
(B) if any Compulsory Legislation applies, the amount set out in such
Compulsory Legislation; or
(C) in all other cases, US$2 per kilo of gross weight of the Goods lost,
damaged or in respect of which the claim arises.
 
15.3 Liability applicable to both US Carriage and Non-US Carriage 
(a) Nothing in this bill of lading shall operate to limit or deprive the
Carrier of any statutory protection, defence, exception or limitation of
liability authorised by any applicable laws, statutes or regulations of
any country. The Carrier shall have the full benefit of the all laws,
statutes or regulations as if it were the owner of any carrying Vessel.
 
(b) Ad Valorem
If the value of the Goods has been declared by the Merchant in writing
before shipment and inserted on the front face hereof, and extra freight
has been paid thereon and the Carrier has consented to such declared
value, the amount of the declared value shall be substituted for the
liability limits laid down in this bill of lading.
 
(c) Delay
Save as otherwise provided herein, the Carrier does not undertake that the
Goods shall arrive at any place at any particular time and shall in no
circumstances be liable for direct, indirect or consequential loss or
damage caused by delay. Without prejudice to the foregoing, if the Carrier
is found liable for delay, liability shall be limited to the Charges
applicable to the relevant stage of the transport.
 
(d) General liability
Notwithstanding any other provision of this bill of lading but subject to
any Compulsory Legislation:
(i) the Carrier shall not be liable for any loss of profits, loss of
sales, loss of business, loss of goodwill or reputation (in each case
whether direct or indirect) or for any indirect or consequential loss; and
(ii) the Carrier's maximum aggregate liability for all events which occur
under the bill of lading (other than for loss of or damage to the Goods)
shall be limited to an amount equal to the Charges payable to the Carrier
under this bill of lading.
 
(e) Notice of Loss or Damage
The Carrier shall be deemed prima facie to have delivered the Goods as
described in this bill of lading unless notice of loss of, or damage to,
the Goods, indicating the general nature of such loss or damage, shall
have been given in writing to the Carrier or to his representative at the
place of delivery before or at the time of removal of the Goods into the
custody of the Person entitled to delivery thereof under this bill of
lading or, if the loss or damage is not apparent, within three consecutive
days thereafter.
 
(f) Time-bar
(i) Where Compulsory Legislation applies, the time limit for bringing
claims will be as prescribed by the applicable rules.  
(ii) In all other cases, the Carrier shall be discharged of all
liability whatsoever unless suit is brought and written notice thereof is
given to the Carrier within nine months after the delivery of the Goods or
the date when the Goods should have been delivered.
 
(g) The defences, limits and exclusion of liability provided for in this
bill of lading shall apply in any action against the Carrier whether the
action be found in contract, bailment, tort, breach of express or implied
warranty or otherwise.
 
(h) Save as set out in this bill of lading the Carrier shall not be liable
for loss of or damage to any Goods howsoever arising (whether caused by
negligence or otherwise).
 
15.4 The Merchant shall promptly indemnify the Carrier against all costs
(including the costs of investigating and defending any claims), expenses,
claims, losses, liabilities, orders, awards, fines, proceedings and
judgments of whatsoever nature howsoever assumed, incurred or suffered by
the Carrier, the Sub-Contractors or any member of the Carrier Group (and
their respective employees, servants, agents, insurers or reinsurers) as a
result of or in connection with any of the following:
 (a) any breach by the Merchant of any of the warranties given or
obligations undertaken by the Merchant under this bill of lading,
including the provisions of Clauses 6.1 or 6.2;
 
 (b) the Carrier becoming liable to any other party (including to any
authority having legal jurisdiction over the Carriage and/or the Goods)
and/or incurring additional costs by reason of the Carrier carrying out
the Merchant's instructions;
  
 (c)any cause arising from or with respect to the Goods for which the
Carrier is not responsible for, including under Clauses 3.2 and 11.1;
 
 (d) the Carrier incurring liability in excess of its liability under the
provisions of this bill of lading regardless of whether such liability
arises from, or in connection with a breach of contract, negligence or
breach of duty by the Carrier, its agents, servants or the Sub-Contractor;
  
 (e) delayed, inaccurate or incomplete information including verified
gross mass information provided by the Merchant on which the Carrier
relies.
 
16. BOTH-TO-BLAME COLLISION
 
16.1 If a Vessel on which the Goods are being carried collides with
another ship as the result of (i) the negligence of that other ship, and
(ii) any act, neglect or default of the master, mariner, pilot of the
Vessel (or other servant of the owner or operator of the Vessel) in the
navigation or management of the Vessel, and the Merchant recovers payment
for loss of or damage to the Goods from the other ship, and the other ship
obtains from the Carrier (or the Sub-Contractors) a contribution towards
the payment it made to the Merchant, then the Merchant will reimburse the
Carrier in respect of that contribution and shall indemnify the Carrier
for any other loss, liability or expenses incurred by the Carrier (or the
Sub-Contractor) to the other ship whatsoever arising out of the other
ship's claim for contribution.
 
17. GENERAL AVERAGE
 
17.1 General Average shall be adjusted at any part or place at the
Carrier's option, and to be settled according to the York-Antwerp Rules
1994, this covering all Goods whether carried on or under deck. The New
Jason Clause as approved by BIMCO shall be considered as incorporated
herein which is available on request.
 
17.2 Notwithstanding Clause 17.1, the Merchant shall indemnify the Carrier
in respect of any claims of a General Average nature which may be made
against him and shall provide such security as may be required by the
Carrier in this connection.
 
17.3 Such security including a cash deposit as the Carrier may deem
sufficient to cover the estimated contribution of the Goods and any
salvage and special charges thereon shall, if required be submitted to the
Carrier prior to delivery of the Goods.
 
17.4 The Carrier shall be under no obligation to take any steps whatsoever
to collect security for General Average contributions due to the Merchant.
  
18. SUB-CONTRACTING AND INDEMNITIES
 
18.1 The Carrier shall be entitled to sub-contract on any terms whatsoever
the whole or any part of the Carriage and the Merchant agrees (to the
extent that the Merchant is entitled to bring claims against
Sub-Contractors) that any Sub-Contractor can, at its option, apply its own
terms of contract with the Carrier to defend claims brought by the
Merchant. 
 
18.2 The Merchant undertakes: 
(a) that no claim or allegation shall be made against any Sub-Contractor
whatsoever, whether directly or indirectly, which imposes or attempts to
impose upon any Sub-Contractor any liability whatsoever in connection with
the Goods or the Carriage of the Goods, whether or not arising in
contract, bailment, tort, negligence, breach of express or implied
warranty or otherwise; and
 
(b) if any claim or allegation should nevertheless be made against a
Sub-Contractor, to indemnify the Carrier against all consequences thereof.
 
18.3 Without prejudice to the other provisions in this Clause 18, every
Sub-Contractor shall have the benefit of all terms, rights, defences,
provisions, conditions, exceptions, limitations and liberties herein
benefiting the Carrier, including Clause 21 (Jurisdiction and Law) hereof,
as if this bill of lading (including Clause 21 hereof) were expressly for
its benefit and in entering into this contract the Carrier, to the extent
of these provisions, does so not only on his own behalf but also as agent
or trustee for such Sub-Contractor and such Sub-Contractor shall to this
extent be or be deemed to be parties to this contract.
 
19. VARIATION OF THE CONTRACT
 
19.1 No servant or agent of the Carrier shall have power to waive or vary
any of the terms hereof unless such waiver or variation is in writing and
is specifically authorised or ratified in writing by a director or officer
of the Carrier who has the actual authority of the Carrier to waive or
vary.
 
20. PARTIAL INVALIDITY
 
20.1 If any provision in this bill of lading is held to be invalid or
unenforceable by any court, tribunal or regulatory or self-regulatory
agency or body, such invalidity or unenforceability shall attach only to
such provision. The validity of the remaining provisions shall not be
affected thereby and this bill of lading contract shall be carried out as
if such invalid or unenforceable provision was not contained herein.
 
21. JURISDICTION AND LAW
 
21.1 For US Carriage, this bill of lading is governed by United States law
and the United States District Court for the Southern District of New York
has exclusive jurisdiction to hear all disputes hereunder.
 
21.2 For Non-US Carriage, disputes arising under this bill of lading shall
be determined by the courts of Hong Kong and in accordance with the laws
of Hong Kong. No proceedings may be brought before other courts, unless
both parties expressly agree the choice of the other court or arbitration
tribunal and the law to be then applicable.

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