Effective	17DEC2019
Filed	17DEC2019
Filing Codes	C

All cargo transported under the rates, charges, terms and
conditions named in this Tariff shall be held, carried and
delivered SBJ to the provisions of Carrier's applicable
Long Form B/L, the terms and conditions of which are shown
herein.  The rates shown in Tariff Sections governed by
this Tariff, except where predicated on specifically lower
values or on an ad valorem basis are SBJ to the B/L limit
of value specified in this Rule.
    
a. When issued, all B/Ls MUST show the name and address of
   both the Shipper/Consignor and the Consignee; the total
   weight and total measurement of each piece, package or
   unit of cargo in the shipment, except in the case of FCL
   shipments, only the total shipment weight and
   measurement must be shown; and on shipments consigned
   "TO ORDER," the name and address of the party to be
   notified MUST also appear.
         
b. Shippers/Consignors requiring that the Original B/L,
   properly endorsed, be surrendered to the Carrier before
   delivery is accomplished should secure an ORDER B/L.
         
c. The Terms and Conditions of Carrier's regular long form
   B/L are as provided below:
         
MULTIMODAL TRANSPORT OR PORT TO PORT SHIPMENT CONDITIONS
 
1. DEFINITIONS 
 
"Carriage" means the whole or any part of the operations and services
described by this document as undertaken by Carrier in respect of the
Goods. 
 
"Carrier" means the party on whose behalf this negotiable bill of
lading or non-negotiable waybill has been issued as indicated on the
face hereof.  If the Goods are lost, damaged, or delayed on the sea
portion of the Carriage, and the vessel owner or demise charterer
seeks to limit its liability pursuant to 46 U.S. Code Sec. 181 et
seq. or pursuant to a similar global limitation  regime of another
nation, only the owner or demise charterer will be the "Carrier." 
 
"Container" includes any container, trailer, transportable tank, flat
or pallet or any similar article used for the transportation of
Goods. 
 
"Dangerous Goods" means any Goods that may present or are reasonably
believed to present a danger to any means of transportation or place
of handling or storage, whether the Goods are identified as dangerous
by any authority or are not so identified.  Dangerous Goods include,
but are not limited to, Goods listed as dangerous in any statute,
regulation or the International Maritime Dangerous Goods Code of the
International Maritime Organization. 
 
"Goods" means the cargo described on the face hereof or on an
attached or referenced manifest, whether packed in Containers or not,
and includes any Container not supplied by or on behalf of Carrier. 
 
"Merchant" includes the consignor, shipper, consignee, the receiver
of the Goods,  any person, including any corporation, company or
other legal entity having any interest in the Goods, or anyone acting
on behalf of any such person. 
 
"Package" means the object referred to in the "No. of Pkgs." column
on the face of  this document and in the absence of designation in
such column shall be deemed the Container. 
 
"Special Carriage" means ventilated, heated, or refrigerated Carriage
or any other Carriage requiring special care. 
 
"Subcontractor" shall include direct and indirect agents,
subcontractors, and their respective servants and agents. 
 
"Vessel" includes any vessel, ship, craft, lighter, vehicle and other
means of transport used to perform the Carriage or upon which the
Goods are loaded for any purpose. 
 
2. MULTIMODAL TRANSPORT OR PORT TO PORT NEGOTIABLE BILL OF LADING
 
If only the Bill of Lading box on the face hereof is checked, this
document will constitute a multimodal transport or port to port
negotiable bill of lading, provided, this Bill of Lading shall only
be a negotiable document of title if consigned "to order," or order
of a named consignee.  If negotiable, an original bill of lading,
properly endorsed, must be surrendered when the Goods are delivered. 
Subject to applicable law, if the person receiving the Goods wishes
to take delivery without surrender of an original endorsed bill of
lading, and if Carrier agrees in its sole discretion to deliver the
Goods without such surrender, the person receiving the Goods agrees
to indemnify Carrier against all damages which Carrier may be liable
to pay as a result of delivering the Goods without such surrender. 
Upon surrender of one original bill of lading, all other original
bills of lading will be immediately void.  Negotiable bills of lading
will in all events become void six months after date of issuance,
provided Carrier shall continue to be entitled to all rights and
limitations of liability herein. 
 
3. MULTIMODAL TRANSPORT OR PORT TO PORT NON-NEGOTIABLE WAYBILL
 
This document shall constitute a non-negotiable waybill if consigned
directly to a nominated person or entity and not consigned "to
order," or order of a named consignee; such a non-negotiable waybill
should also be marked with a check in the Waybill box on the face
hereof.  Delivery of the Goods under a nonnegotiable bill of lading
or waybill may be made, at the sole discretion of the Carrier, to the
nominated consignee without surrender of an original counterpart;
such delivery shall constitute due delivery hereunder; Carrier may
but is under no obligation to demand the surrender of this document
before delivering the Goods.  If no box is checked or if both boxes
are checked, or in the event of any ambiguity, this document will
constitute a non-negotiable waybill, and Carrier may, but is not
required to, demand its original surrender before release of the
Goods.  The consignee receiving the Goods in all events represents
their entitlement to such receipt and as such agrees to indemnify
Carrier against all damages which Carrier may be liable to pay as a
result of releasing the Goods to the consignee's custody. 
 
4. THIS DOCUMENT AND CARRIER'S TARIFF 
 
This document is binding upon the parties, and supersedes any prior
agreement or arrangement.  The Carriage of the Goods is subject to
all of the terms and provisions of Carrier's tariffs on file or
published or required to be filed or published, as the case may be,
with or by the Federal Maritime Commission or other regulatory body
that may govern particular portions of the Carriage ("the Tariff"). 
The terms of the Tariff, including but not limited to applicable
provisions of the Tariff relating to freight and other compensation
due from Merchant, are incorporated herein. The relevant provisions
of the applicable Tariff are obtainable from Carrier or its
representatives upon request.  In case of inconsistency between this
document and the applicable Tariff, this document shall prevail
except as otherwise required by law.   
 
5. WARRANTY OF OWNERSHIP / RIGHT OF POSSESSION / AUTHORITY OF SHIPPER
 
In agreeing and accepting the terms of this document, the shipper
acts for itself and on behalf of each Merchant.  The shipper warrants
it has the authority of each Merchant and so binds each Merchant to
this document. 
 
6. SUBCONTRACTING, CONSOLIDATION AND PARTIES AGAINST WHOM CLAIMS MAY
BE BROUGHT
 
6.1 The parties agree that part of the Carriage or all the Carriage
or related services may be performed by Subcontractors.  Carrier may
engage any carrier in accordance with the terms and conditions of
such carrier's standard form bill of lading, which shall be binding
upon Merchant. 
 
6.2 Carrier shall be entitled to consolidate the Goods with other
cargo and to procure the performance of the whole or any part of the
Carriage by contracting with any person on any terms for the movement
of a consolidated shipment that includes the whole or any part of the
Goods. 
 
6.3 In the event the Goods are lost, damaged, or delayed while
onboard a Vessel and the Vessel owner or demise charterer initiates
limitation proceedings as referred to in the definition of Carrier in
Clause 1 of this document, claims or suits may only be brought
against that Vessel owner or demise charterer.  In all other cases,
claims or suits may be brought only against Carrier.  In the event a
claim or suit is brought against anyone participating in the
performance of the Carriage other than Carrier, that party is
entitled to all exceptions, exemptions, defenses, immunities,
limitations of liability, privileges and conditions granted or
provided by this document, any applicable Tariff, and any law
governing it or incorporated by reference into it as if the protected
party were a party to this document.  These protected parties
include, but are not limited to, Subcontractors, stevedores,
terminals, watching services, participating land, air, or sea
carriers and their direct or indirect subcontractors.  Each of these
parties is a third party beneficiary of this document. 
 
7. LIMITED CLAUSE PARAMOUNT AND RESPONSIBILITY OF CARRIER 
 
7.1 Limited Clause Paramount.  The contract of Carriage evidenced by
this document is governed with the force of law during any sea
Carriage by the United States Carriage of Goods by Sea Act (COGSA),
46 U.S.C. Sec. 30701 (Note), which shall be deemed to be incorporated
herein, and nothing contained herein shall be deemed a surrender by
Carrier of any of its rights or immunities or an increase of any of
its responsibilities under COGSA.  Except with respect to air
Carriage and as specifically provided in Clauses 7.1, 7.2, and 9.4
herein, COGSA is also incorporated by reference as terms of the
contract of Carriage whether the Goods are carried on or under deck,
whether or not the Carriage is in U.S. foreign trade, between U.S.
ports, or between non-U.S. ports, before the Goods are loaded on
and/or after the Goods are discharged from the Vessel, and throughout
the entire time the Goods are in the custody or are the
responsibility of Carrier in performing the Carriage hereunder,
whether acting as carrier, bailee, stevedore, or terminal operator. 
46 U.S.C. Sec. 30701 (3)(6, 8) and (4)(5) of COGSA, addressing
minimum time for suit and liability of the Carrier, are excluded from
incorporation by reference and shall only apply when required by
force of law.  COGSA shall not be incorporated by reference into the
contract of Carriage which is governed by force of law by the
Convention for the Unification of Certain Rules Relating to
International Carriage by Air, signed at Warsaw 12 October 1929
("Warsaw Convention"), and any amendments thereto or superseding
Conventions that apply with the force of law. All the rights,
privileges, defenses, immunities from and limitations of liability
provided in this document shall apply in any action against Carrier
for loss of for damage to the goods, or otherwise in connection with
the Goods, whether such action be founded in contract, tort, or
otherwise.
 
7.2 Limitation of Liability.  Unless the shipper declares a higher
value as provided below, and subject to the actual value of the
Goods, Carrier's liability shall be limited as follows: (a) for loss
or damage occurring during international air carriage, Carrier's
liability shall be limited in accordance with applicable
international convention governing by force of law, which
limitation(s) are in no event increased or otherwise waived
notwithstanding any language herein to the contrary ; (b) for loss or
damage occurring during any portion of the Carriage governed by COGSA
by force of law, Carrier's liability shall be limited to $500 per
Package, or for Goods not shipped in packages, per customary freight
unit; (c) for loss or damage occurring during surface transportation
in Mexico, Carrier's liability shall not exceed $0.10 per pound of
the portion of Goods adversely affected; and (d) for loss or damage
occurring during any portion of the Carriage when the foregoing
limitation provisions are inapplicable, including periods of surface
transportation in other regions and any portion of the Carriage where
COGSA is otherwise incorporated herein but is not applicable by force
of law, Carrier's liability shall be limited to the lesser of $500
per package or $0.50 per pound of the Portion of Goods adversely
affected.  When it cannot be ascertained at what stage of the
Carriage the loss or damage occurred, it shall be presumed to have
occurred during periods of surface transportation.  The liability of
Carrier and its affiliates for agency and other non-carrier services,
including, but not limited to, export/import-related services,
consolidation and labelling, and also for fines, penalties or storage
charges, however arising, is limited to circumstances of sole
independent negligence and to $50 per entry or shipment.  Carrier
shall also be entitled to full benefits of the laws and regulations
of any country and the provisions of the contracts of any
Subcontractor that may be applicable to the Goods before loading or
after discharge of the vessel, including all defenses and exclusions
set forth therein and any limitations that are lower that those set
forth herein.
 
The shipper or Merchant may avoid these limitations, or any other
limitation imposed by applicable law to the extent permitted thereby,
by declaring a higher value per kilogram, package, customary freight
unit or entire shipment, as the case may be, by inserting such higher
value on the face of this document, and paying a higher freight.  In
any event, Carrier shall not be liable for special, incidental or
consequential damages, lost profits or revenues or loss of
merchantability of the Goods, whether or not Carrier had knowledge
that such may occur.   Merchant shall indemnify Carrier against any
third-party claim which imposes or attempts to impose upon Carrier
any liability in connection with the Goods other than as provided
herein, whether or not arising from negligence of Carrier. 
 
7.3 Delay. Carrier does not undertake to deliver the Goods at the
port of discharge or place of delivery at any particular time or to
meet any particular market or use.  Notwithstanding Clause 7.2,
Carrier shall have no liability for any direct or consequential
damages arising from delay or failure to notify Merchant as to the
actual arrival and/or delivery date of the Goods. 
 
 7.4 Exceptions.  Carrier shall not be liable for any loss, damage,
delay or failure in performance hereunder occurring at any time,
including before loading on or after discharge from the Vessel or
during any Carriage, arising or resulting from the happening and/or
threat and/or effects of one or more of the following: act of God,
act of war, terrorism, force majeure, quarantine restrictions,
embargo, acts of public enemies, thieves, pirates, assailing thieves,
arrest or restraint of princes, rulers or people, seizure under legal
process, act or omission of Merchant, its agent or representative,
strikes or lockouts, or stoppage or restraint of labor from whatever
cause, partial or general, riots or civil commotions, act, neglect or
fault of the master, mariner, pilots or the servants of Carrier in
the navigation or management of the Vessel, barratry, ice, explosion,
collision, stranding, perils, dangers or accidents of the sea or
other navigable waters, wastage in bulk or weight, or any other loss
or damage arising from inherent defect, quality, or vice of the
Goods, insufficiency of packing, insufficiency or inadequacy of
marks, bursting of boilers, breakage of shafts or any latent defect
in hull, equipment, machinery, hawsers or lines, unseaworthiness
unless caused by want of due diligence by Carrier to make the Vessel
seaworthy or to have her properly manned, equipped and supplied, and
to make the holds, refrigerating and cooling chambers and all of
other parts of the Vessel fit and safe for the reception, Carriage
and preservation of the Goods, saving or attempting to save life or
property at sea or any deviation in rendering such service, loss of
or material damage to the Vessel, or any similar or dissimilar cause
beyond the control of Carrier.
 
7.5 Assignment and Subrogation.  Merchant agrees that in
consideration for any payment to Merchant by Carrier for any lost,
damaged, or delayed Goods, Merchant will be deemed to have assigned
its entire claim and cause of action to Carrier and Carrier will be
assigned and subrogated to Merchant's rights.  Merchant agrees to
execute papers required by Carrier to proceed as assignee and/or
subrogee against third parties and to cooperate fully in any action
brought by Carrier against other parties. 
 
7.6 Ad Valorem.  In the event the Merchant declares a value higher
than the limitation amount as provided herein, any partial loss or
damage to the Goods shall be adjusted pro rata on the basis of such
declared value. Such value shall not exceed the actual value. 
 
8. EVIDENCE OF DELIVERY IN GOOD CONDITION 
 
Receipt by or delivery to the person entitled hereunder to delivery
of the Goods without complaint or notice of loss or damage, in the
manner and within the time periods as applicable and set forth below,
shall be prima facie evidence the Goods have been delivered in good
condition and in accordance with this document.
 
9. COMPLAINT AND NOTICE OF LOSS OR DAMAGE, AND STATUTES OF LIMITATION
 
9.1 The place at which claims or other notices upon the Carrier must
be served is set forth below in Clause 28.  Merchant shall give
timely notice of claim to Carrier and responsible third parties as
set forth in this Clause 9.  Merchant will indemnify Carrier against
any damages Carrier may suffer as a result of Merchant's failure to
give timely notice or other failure to preserve a timely cause of
action against a responsible third party.
 
9.2 If arising from international air carriage, complaint and legal
action must be made within the respective time parameters provided by
applicable international convention governing by force of law, none
of which time parameters are extended or otherwise waived
notwithstanding any language herein to the contrary.
 
9.3. If arising from Carriage governed by COGSA by force of law, any
claim shall be made exclusively by giving written notice to Carrier
or its agent which includes the nature of the loss or damage.  If
loss or damage is apparent, said notice must be given before or at
the time of delivery on the receipt for the Goods; if loss or damage
is not apparent, said notice must be given within three (3)
consecutive days of delivery.  In any event, any right to damages
against Carrier shall be extinguished if such notice is not provided
and an action is not brought within (1) year from the date the Goods
were delivered or should have been delivered.
 
9.4 With respect to all other Carriage, including Carriage where
COGSA does not apply by force of law, any claim must be served on
Carrier within one-hundred and eighty (180) days from the date the
Goods were delivered or should have been delivered Any right to
damages against Carrier shall be extinguished if such notice is not
provided and an action is not brought within one (1) year from the
date the Goods were delivered or should have been delivered.
 
10. FIRE 
 
Carrier shall not be liable for any loss or damage to the Goods
arising or resulting from fire occurring at any time or at any place
unless caused by the actual fault or privity of Carrier or any
servant, agent or Subcontractor thereof. 
 
11. CONTAINERS NOT PACKED BY CARRIER 
 
If a Container has not been packed or filled, or the Goods, whether
or not in a container, have not been prepared or packaged for
transportation by or on behalf of Carrier, the provisions of this
Clause shall apply.  Carrier shall not be liable for loss of or
damage to the contents and Merchant shall indemnify, defend, and hold
harmless Carrier against any loss, damage, liability or expense
incurred by Carrier if such loss, damage, liability or expense has
been caused by: (a) the manner in which the Container has been packed
or filled; or (b) the unsuitability of the Goods for Carriage in
Containers or for importation or delivery at destination; or (c) the
unsuitability or defective condition of any Container supplied by or
on behalf of Carrier, (i) arising without any want of due diligence
on the part of Carrier to make the Container reasonably fit for the
purpose for which it is required, or (ii) which would have been
apparent on a reasonable inspection by Merchant at or prior to the
time when the Container was packed or filled; (d) the unsuitability
or defective condition of any Container not supplied by or on behalf
of Carrier; (e) the lack of proper description or preparation or
packing of the Goods for transportation, or (f) inaccurate or
allegedly inaccurate weight, verified gross mass, or other
information or documentation of Container and Goods supplied by
Merchant or its Subcontractor. 
 
12. OPTIONAL STOWAGE 
 
Goods may be packed by Carrier in Containers or in similar articles
of transport used to consolidate Goods.  Goods in enclosed
Containers, including but not limited to Containers with a tarpaulin
top, whether packed by the Shipper or Carrier, may be carried on
deck.  The stowage position on a vessel of Containers and Goods is
decided by Carrier or persons other than Merchant.  Stowage position
of Containers may not, therefore, be indicated on this document. 
COGSA will govern Container deck cargo as if the Goods were carried
under deck.  Goods not packed in enclosed Containers may be stowed in
any covered, but not necessarily enclosed, space commonly used for
the Carriage of Goods and such Goods so carried shall be deemed for
all purposes to be stowed under deck.  Goods not packed in Containers
may be stowed on deck if such stowage of the Goods is customary or is
mandated by any authority.  If deck stowage is not customary for the
Goods, the Goods may be stowed on deck with Merchant's agreement.  In
that event, the face of this document will be claused to indicate the
on deck stowage.  All defenses and limitations of COGSA, including
but not limited to the per-package liability limitation, are
incorporated by reference herein as to deck cargo.  The burden of
proof rules attributed to COGSA will not apply to such deck Carriage.
The person claiming damages for loss, damage, or delay to Goods must
prove the specific breach of the contract that caused the loss,
damage, or delay. 
 
13. SPECIAL CONTAINERS OR CARRIAGE 
 
13.1 Special Containers. Merchant warrants that, unless Special
Carriage is requested and paid for, the Goods are fit to be carried
in an unventilated, unheated, unrefrigerated Container or other
stowage space.  Carrier shall not, unless agreed in writing and in
consideration for a higher freight rate, undertake to carry the Goods
in refrigerated, heated, insulated, ventilated or any other special
Container(s) or other stowage space(s), or to carry special
Container(s) packed by or on behalf of Merchant.  Carrier will treat
such Goods or Container(s) only as ordinary Goods or dry Container(s)
respectively, unless special arrangements are noted on the face of
this document and all special freight has been paid.  Carrier shall
not be liable for any loss or damage to the Goods caused by latent
defects in the special Container or its equipment, and does not
warrant the suitability or performance thereof.  Carrier shall not be
responsible for the control and care of the operating equipment of
such Container(s) when not in the actual possession of Carrier.  If
the particular temperature range requested by Merchant is inserted in
this document, Carrier will set the thermostatic controls with the
requested temperature range.  The parties agree the temperature will
vary when a refrigerated Container or other refrigerated space is
defrosted and when moved from and to various means of transportation
or storage locations, and the temperature of heated Containers may
vary when moved from and to various means of transportation or
storage locations.  If contents have been packed by or on behalf of
Merchant, Merchant shall pre-cool or pre-heat the Goods and to stow
them properly and to set the thermostatic controls properly.  Carrier
shall not be liable for loss of or damage to the Goods due to
Merchant's failure in such obligations. 
 
14. INSPECTION OF GOODS 
 
Carrier shall be entitled, but under no obligation, to open any
Package or Container at any time and to inspect the contents.  If it
appears contents or any part thereof cannot safely or properly be
carried or carried further, either at all or without incurring any
additional expense or taking any measures in relation to such Package
or Container or its contents or any part thereof, Carrier may abandon
the transportation thereof and/or take any measures and/or incur any
reasonable additional expense to restow or repack the Goods, carry or
to continue the Carriage or to store the Goods ashore or afloat under
cover or in the open, at any place, which storage shall be deemed to
constitute due delivery under this document.  Merchant shall
indemnify Carrier against any reasonable additional expense so
incurred.  Carrier in exercising the liberties contained in this
Clause shall not be under any obligation to take any particular
measures and Carrier shall not be liable for any loss, damage or
delay howsoever arising from any action or lack of action under this
Clause.  The authority of Carrier to inspect the Goods and/or any
inspection of the Goods by Carrier does not lessen Merchant's
warranties set forth in Clauses 16, 21, 22 and 24 hereunder. Carrier
relies solely on Merchant not to ship any Dangerous Goods.  Unless
expressly agreed, Carrier has no obligation to verify or report to
Merchant any information regarding the Goods, including weight,
count, condition, quality or conformity with any contractual or
regulatory requirements. 
 
15. DESCRIPTION OF GOODS 
 
This document constitutes a receipt only for the external condition
of the Packages or other units delivered to Carrier and the number of
Packages or other units visible to Carrier. It does not act as a
receipt for the number of Packages or items not readily and
reasonably visible to Carrier at the time of delivery to Carrier.
 
16. MERCHANT'S WARRANTY AND RESPONSIBILITY 
 
Merchant has furnished the description of the Goods and the name and
address of the shipper/exporter and consignee on the face thereof. 
Merchant warrants the description and the marks, numbers, quantities,
weight of the Goods or their packages, and the name and address of
the shipper/exporter and consignee, are accurate and compliant with
all regulations of relevant authorities, including but not limited to
dangerous or hazardous cargo descriptions and advance manifests
required by various authorities such as the U.S. Bureau of Customs &
Border Protection ("CBP")  Merchant acknowledges it is required to
provide a certificate of verified gross mass ("VCM") obtained on
calibrated, certified equipment for all Goods and containers . 
Carrier and its Subcontractors are entitled to rely on the accuracy
of such VGM for all purposes, including compliance with the VGM
requirement under the Safety of Life at Sea Convention (SOLAS). 
Carrier shall be entitled to tender, counter-sign or endorse such
certificates or weight tickets provided by Merchant as Carrier's own
certified weight to Subcontractors.  Merchant acknowledges Carrier
may refuse to accept or load any Goods for which the information: (i)
does not comply with all such regulations of relevant authorities or
requirements of Subcontractors or is not accurate and complete; or
(ii) is not provided to Carrier at least seventy-two (72) hours prior
to Vessel loading.  Merchant agrees to defend, indemnify, and hold
harmless Carrier for any and all costs (including, but not limited
to, claims, losses, fines, penalties, inspection, storage and/or
delivery, re-routing or other costs) incurred by Carrier as a
consequence of: (i) Merchant's failure to provide information that
complies with all such regulations of relevant authorities including
accurate certificate of VGM of container and Goods; (ii) Merchant's
failure to provide the information to Carrier on a timely basis; or
(iii) the instructions of CBP, or other relevant authority
(regardless of whether the information complies with applicable
regulations or is furnished seventy-two (72) hours prior to Vessel
loading).  Merchant shall further defend, indemnify, and hold
harmless Carrier for: (i) any other damage (including any liabilities
imposed by CBP or other  authority) or additional charges by
Subcontractors caused in whole or part by any breach of this warranty
and responsibility or any alleged non-compliance of the Goods or
information provided by Merchant; and (ii) any damage (including
liabilities to any authority) incurred as a result of following
Merchant's instruction, including but not limited to any handling
instruction and/or instruction to engage a specified vendor.
 
17. FREIGHT AND CHARGES 
 
17.1 Freight shall be payable, at Carrier's option, on any applicable
rate as set forth in Carrier's applicable Tariff.  Freight may be
calculated on the basis of the description of the Goods furnished by
Merchant, but Carrier may at any time, weigh, measure and value the
Goods and open Packages to examine contents in case Merchant's
description is found to be erroneous and additional freight is
payable.  Merchant and the Goods shall be liable for any additional
freight and expense incurred in examining, weighing, measuring,
fumigating and valuing the Goods.  If Carrier agrees to "Freight
Collect" terms, and so marks this document, Carrier acts as agent for
shipper with respect to collection of freight and charges, costs of
collection are for Merchant's account, Carrier assumes no risk of
collection and shipper remains obligated to pay all freight and
charges if Carrier is not able to collect the same from any party
upon request, without necessity of resort to legal process.  Merchant
authorizes Carrier to endorse or negotiate drafts or checks drawn to
the order of Merchant or its Subcontractor. 
 
17.2 Full freight to the place of delivery named herein and all
advance charges against the Goods shall be considered completely
earned on receipt of the Goods by Carrier or by its Subcontractor,
whether the freight or charges be prepaid or be stated or intended to
be prepaid or to be collected at port of discharge or destination or
subsequently, and Carrier shall be entitled absolutely to all freight
and charges, whether actually paid or not, and to receive and retain
them under all circumstances whatsoever, the Goods lost or not lost,
or the voyage changed, broken up, frustrated or abandoned.  Full
freight shall be paid whether the Goods be damaged or lost, or
Packages or customary freight units be empty or partly empty. 
Merchant shall be responsible for force majeure expenses incurred by
Carrier and for all freight and costs of returning Goods to point of
origin or disposition and/or destruction of Goods if Goods are
refused entry or unclaimed at destination. 
 
17.3 All freight and charges shall be paid in full and without any
offset, counterclaim or deduction, in the currency named in this
document or, at Carrier's option, in its equivalent in local
currency.  Any error in freight or in charges or in the
classification herein of the Goods is subject to correction, and if,
on correction, the freight or charges are higher, Carrier may collect
the additional amount and the expenses of determining the correct
classification of the Goods, correcting the freight rate and
collecting the correct freight.  Payment to any forwarder, broker or
other third party, other than carrier's agent, shall not be deemed
payment to Carrier. 
 
17.4 Surcharges may be imposed by Carrier as set forth in Carrier's
Tariff, including, but not limited to, bunker adjustment factor,
currency adjustment factor, peak season, and port congestion
surcharges. 
 
17.5 Merchant and the Goods in rem shall be jointly and severally
liable to Carrier for the payment of all freight, demurrage, General
Average, salvage and other charges, including but not limited to
court costs, expenses and reasonable attorneys' fees incurred in
collecting sums due Carrier and/or its corporate affiliates from
Merchant arising from the Goods, a prior shipment(s), and/or both. 
Merchant agrees to pay any payment on account that is requested by a
General Average Adjuster without regard to Merchant's view of
Carrier's entitlement to General Average.  Payment of ocean freight
and charges to a freight forwarder, broker or anyone other than
Carrier or its authorized agent, shall not be deemed payment to
Carrier and shall be made at payer's sole risk.
 
18. LIEN, ABANDONED CARGO, CARRIER'S RIGHT TO HOLD OR SELL GOODS 
 
18.1 Carrier shall have a general and continuing lien on the Goods,
which shall survive delivery, for all freight, dead freight,
demurrage, damage, loss, costs and charges, General Average
contributions to whosoever due, expenses and any other sums
whatsoever payable by or chargeable to or for the account of Merchant
under this document and any contract preliminary hereto and any sums
owed to Carrier and/or its corporate affiliates by the Merchant on
prior accounts or delivered shipments, whether or not related to the
Goods or carried under a different document, and the cost and
expenses of recovering the same, and may hold the Goods until all
such charges and costs are fully settled, or sell the Goods privately
or by public auction without notice to Merchant.  If sale proceeds
fail to cover the amount due and expenses incurred, Merchant shall
remain responsible for the deficit. 
 
18.2 If the Goods are unclaimed after a reasonable time not to exceed
fourteen (14) days after notice of arrival, or the time set forth in
any applicable warehouse receipt, waybill or bill of lading, or
whenever in Carrier's opinion the Goods will become deteriorated,
decayed or worthless, Carrier may, at its discretion and subject to
its lien and without any responsibility attaching to Carrier, sell,
abandon or otherwise dispose of such Goods at the exclusive risk and
expense of Merchant. 
 
19. RUST, MOLD, CONDENSATION, ETC.
 
Superficial rust, mold, oxidation or condensation inside the
Container or any like condition due to moisture is inherent and
therefore not a liability of Carrier..  Superficial rust, mold,
oxidation, condensation, or moisture on steel or lumber constitutes
good order and condition for which Carrier shall have no liability.
 
20. LIBERTIES, METHODS AND ROUTE OF TRANSPORTATION 
 
The Goods may be transshipped and will likely be subject to several
modes of transportation.  Merchant agrees the Carrier may, without
notice to the Merchant: use any route, direct or indirect; use any
means to perform the Carriage, including, but not limited to, one or
more vessels, trucks, trains and/or airplanes; freely interrupt
Carriage and use substitute modes, means, vessels, and routes of
transportation from that which is noted on the face hereof; and/or
destroy, abandon or discharge the Goods at any place and declare the
Goods delivered if circumstances so justify in Carrier's reasonable
discretion at Merchant's cost. Merchant further agrees any vessel
used hereunder may proceed with liberty to sail without pilots and at
any speed, to proceed return to and stay at any ports whatsoever in
any order or out of the route or in a contrary direction to or beyond
the port of destination once or more often for whatever reason.
 
21. DANGEROUS, HAZARDOUS OR NOXIOUS CARGO 
 
Goods of a flammable, explosive, corrosive, radioactive, noxious,
hazardous, unstable or dangerous nature will be properly identified,
packaged and otherwise prepared for transportation by Merchant. 
Carrier may accept or reject at its option any dangerous Goods
offered for transportation.  Merchant shall give Carrier proper and
timely written warning that such Goods will be shipped and give
Carrier instructions for the proper handling and care of such Goods. 
Any such Goods shipped without full disclosure in writing to Carrier
as to their nature and character, may at any time be landed at any
place, thrown overboard, destroyed or rendered innocuous without
liability on the part of Carrier or other shippers or consignees. 
Even if such disclosure is made, the same disposition of such Goods
is warranted if Carrier, in its sole discretion, considers they may
be or become dangerous or noxious to the Vessel or other means of 
transportation or other cargo, or persons.  Merchant shall indemnify
Carrier for all costs, losses, damages, liabilities, fines, civil
penalties and expenses (including attorneys' fees) incurred by
Carrier, arising in connection with or caused in whole or in part by
the Goods. Merchant agrees to so indemnify Carrier even if Merchant
did not know nor had reason to know of the dangerous propensity of
the Goods shipped.
 
22. REGULATIONS RELATING TO GOODS
 
Merchant shall comply with all regulations or requirements of
customs, port and other authorities and shall bear and pay all
duties, taxes, fines, imposts, expenses or losses, whether imposed on
the Goods or any Vessel or other conveyance carrying the Goods,
incurred or suffered by reason thereof or by reason of any illegal,
incorrect or insufficient description, marking, numbering or
addressing of Goods, and shall indemnify Carrier in respect thereof.
 
23. NOTIFICATION AND DELIVERY 
 
Carrier will notify the party identified as the notify party or the
consignee on the face hereof or the attached manifest when the Goods
are ready for delivery. 
 
24. CARRIER'S CONTAINERS 
 
Merchant shall assume full responsibility for and shall indemnify
Carrier against any loss of or damage to Carrier's Container(s) and
other equipment which occurs while in the possession or control of
Merchant, its agents or any carrier (other than Carrier) which is
engaged by or on behalf of Merchant.   Merchant will promptly return
empty Containers to Carrier or its Subcontractor.  Carrier shall in
no event be liable for and Merchant shall indemnify and hold Carrier
harmless from and against any loss of or damage to property of other
persons or injuries to other persons caused by Carrier's container(s)
or the contents thereof during handling by, or while in the
possession or control of, Merchant, its agents or any carrier (other
than Carrier) which is engaged by or on behalf of Merchant. 
 
25. BOTH-TO-BLAME COLLISION 
 
If a Vessel on which the Goods are being carried collides with
another vessel as the result of the negligence or fault of both
vessels, and Merchant collects payment for loss or damage to the
Goods from the other vessel, and the other vessel obtains a
contribution toward that damage payment from Carrier, Merchant will
reimburse Carrier for that contribution. 
 
26. GENERAL AVERAGE 
 
General Average shall be adjusted, stated and settled, according to
York/Antwerp Rules, 1994, except Rule XXII thereof, at such port or
place in the United States as may be selected by Carrier, and as to
matters not provided for by said Rules, according to the laws and
usages at a port designated by Carrier.  In connection with such
adjustment, disbursements in foreign currencies shall be exchanged
into legal tender of the United States at the rate prevailing on the
dates made and allowances for loss of or damage to cargo claimed in
foreign currency shall be converted at the rate prevailing on the
last day of discharge at the port or place of final discharge of such
damaged cargo from the ship.  Average agreement or bond and such
additional security as may be required by Carrier must be furnished
before delivery of the Goods.  Such cash deposit as Carrier may deem
sufficient as additional security for the contribution of the Goods
and for any salvage and special charges thereon, shall, without
prejudice to the ultimate liability of the parties, be made by the
Goods, the shipper or the consignee to Carrier before delivery.
Merchant agrees to pay any and all requests by the General Average
Adjuster for payments on account.  Such deposits shall, at the option
of Carrier, be payable in legal tender of the United States.  In the
event of accident, danger, damage, or disaster before or after
commencement of the voyage resulting from any cause whatsoever,
whether due to Carrier's or its Subcontractor's negligence or not,
for which, or for the consequence of which, Carrier is not
responsible to the Goods, the shipper or the consignee by statute,
contract, or otherwise, the Goods, the shipper and consignee shall
contribute with Carrier in General Average to the payment of any
sacrifices, losses, or expenses of a General Average nature that may
be made or incurred and shall pay salvage, general and special
charges incurred in respect of the Goods.  If a salving ship is owned
and operated by Carrier or another water carrier transporting the
Goods, salvage shall be paid as fully as if such salving ship
belonged to strangers.  Merchant appoints Carrier to act on behalf of
the Goods in any salvage proceeding, unless Merchant arranges for
separate representation. 
 
27. ENTIRE AGREEMENT, VARIATION OF THE CONTRACT, ETC.
 
This document constitutes the entire agreement of the parties.  No
servant or agent of Carrier shall have power to terminate, waive or
vary any term of this document unless such termination, waiver or
variation is in writing and is specifically authorized or ratified in
writing signed by Carrier.  If any part of this document is rendered
void by any law, the remainder of this document will remain in force.
 
28. LAW AND JURISDICTION 
 
This document shall be governed by the federal law of the United
States, or, if federal law is not applicable, by the law of the State
of California, notwithstanding that law's choice of law rules,
provided, if this document is held to be subject to the laws of any
other jurisdiction, then except to the extent barred by or
inconsistent with such laws, the terms and conditions hereof shall
continue to apply.  All claims or disputes or questions arising from
this document, including those relating to limitation of liability,
shall be determined in the United States District Court for the
Central District of California, which shall have exclusive
jurisdiction over all disputes arising from this document to the
exclusion of the jurisdiction of any and all other courts.  If the
United States District Court for the Central District of California
does not have subject matter jurisdiction over the dispute, the
dispute will be determined in a Superior Court of California, County
of Los Angeles.  All claims hereunder must be filed against Carrier
care of UPS Cargo Claims Dept., 35 Glenlake Parkway, Suite 320,
Atlanta, GA  30328.  Service of process for suits must be served upon
Carrier care of, and will be deemed served upon receipt at,
Corporation Service Company - CSC Lawyers Incorporating Service, 2710
Gateway Oaks Drive, Suite 150N, Sacramento, CA  95833. [Rev. 3-1-19]

Table Of Contents