RULE: 8 - BILL(S) OF LADING - TERMS AND CONDITIONS Eff: 16DEC2024
| Effective | 16DEC2024 |
|---|---|
| Filed | 16DEC2024 |
| 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
below.
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, MUST secure an ORDER B/L.
c. The Terms and Conditions of Carrier's regular long form
B/L are as follows:
1. DEFINITIONS "Carrier" means the party on whose behalf the Bill of
Lading has been signed. "Merchant" includes the Shipper,the
consignee,the receiver of the Goods, the holder of this Bill of Lading,
any person owning or entitled to the possession of the Goods or this Bill
of Lading, any person having a present or future interest in the Goods or
any person acting on behalf of any of the above mentioned persons.
"Goods" includes the cargo supplied by the Merchant and includes any
Container not supplied by or on behalf of the Carrier. "Container"
includes any container, trailer, transportable tank, lift vam, flat,
pallet or any similar article of transport used to consolidate goods.
"Carriage" means the whole of the operations and services undertaken or
performed by or on behalf of the Carrier in respect of the Goods.
"Combined Transport" arises where the Carriage called for by this Bill of
Lading is not a Port of Part Shipment. "Port to Port Shipment" arises
where the Place of Receipt and the Place of Delivery are not indicated on
the front of this Bill of Lading or if both the Place of Receipt and the
place of Delivery indicated are ports and the Bill of Lading does not in
the nomination of the Place of Receipt or the Place of Delivery on the
front hereof specify any place or spot within the area of the port so
nominated. "Hague Rules" means the provisions of the international
Convention for Unification of certain Rules relating to Bill of Lading
signed at Brussels on 25th August 1924. "Hague Visby Rules" means the
Hague Rules as amended by the Protocol signed at Brussels on 23rd
February 1968. "COGSA" means the Carriage of Goods by Sea Act of the
United States of America approved on 16th April 1936. "COGWA" means the
Carriage of Goods by Water Act 1936 of Canada. "Charges" includes freight
and all expenses and money obligations incurred and payable by the
Merchant. "Shipping Unit" includes freight unit and the term "unit" as
used in the Hague Rules and Hague Visby Rules "Person" includes an
individual, a partnership, a body corporate or other entity, "Stuffed"
includes filled, consolidated, packed, loading or secured.
2. CARRIER'S TARIFF The provisions of the Carrier's applicable Tariff, if
any, incorporated herein. 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.
3. WARRANTY The Merchant Warrants that in agreeing to the terms hereof he
or is the agent of and has the authority of the person owning or entitled
to the possession of the Goods or any person who has a present or future
interest in the Goods.
4. NEGOTIABILITY AND TITLE TO THE GOODS
(1) This Bill of Lading shall be non-negotiable unless made out "to
order", in which event it shall be negotiable and shall constitute title
to the Goods and the holder shall be entitled to receive or to transfer
the Goods herein described.
(2) This Bill of Lading shall be prima facie evidence of the taking in
charge by the Carrier of the Goods as herein described. However, proof to
the contrary shall not be admissible when the Bill of Lading has been
negotiated or transferred for valuable consideration to a third party
acting in good faith.
5. CERTAIN RIGHTS AND IMMUNITIES FOR THE CARRIER AND OTHER PERSONS
(1) The Carrier Shall be entitled to sub-contract on any terms the whole
or any part of the Carriage
(2)The Merchant undertakes that no claim or allegation shall be made
against any person or vessel whatsoever other that the Carrier including,
but not limited to, the Carrier's Servants or agents any independent
contractor and his servants or agents, and all others by whom the whole
or any part of the Carriage, whether directly or indirectly is procured,
performed or undertaken, which imposes or attempts to impose upon any
such person or vessel any liability whatsoever in connection with the
Goods or the Carriage and if any claim or allegation should nevertheless
be made to defend, indemnify and hold harmless the Carrier against all
consequences thereof. Without prejudice to the foregoing every such
person and vessel shall have the benefit of all provisions herein
benefiting the Carrier as if such provisions were expressly for his
benefit and in entering into this contract the Carrier, to the extent of
these provision does not only on his own behalf but also as agent or
trustee for such persons and vessels and such persons and vessels shall
to this extent be or be demand to the parties to this contracts
(3) The Merchant shall defend, indemnify and hold harmless the Carrier
against and claim or liability (and any expense aring therefrom) arising
from the Carriage of the Goods in so far as such claim or liability
exceeds the Carrier's liability under this Bill of Lading.
(4) The defences and limits of liability provided for in this Bill of
Lading shall apply in any action against the Carrier whether the action
be found in Contract or in Tort.
6. CARRIER'S RESPONSIBILITY
(1) CLAUSE PARAMOUNT
(A) Subject to clauses 13 below this Bill of Lading in so far as it
restates to sea carriage by any vessel whether named herein or not shall
have effect subject to the hague Rules or any legislation making such
Rules or the Hague-Vichy Rules compulsorily applicable (such as COGSA or
COGWA) to this Bill of Lading and the provisions of the Hague Rules or
applicable legislation shall be deemed incorporated herein. The Hague
Rules (or COGSA or COGWA if this Bill of Lading is subject to U. S. or
Canadian law respectively) shall apply to the carriage of Goods by inland
waterways and reference to the carriage by sea in such Rules of
Legislation shall be deemed to include reference to inland waterways. If
and to the extent that the provisions of the Harter Act of the United
States of America 1893 would otherwise be compulsorily applicable to
regulate the Carrier's responsibility for the Goods during any period
prior to loading on or after discharge from the vessel the Carrier's
responsibility shall instead be determined by the provisions of 6(3)
below, but if such provisions are found to be invalid such responsibility
shall be subject to COGSA
(2) PORT TO PORT SHIPMENT The responsibility of the Carrier is limited to
that part of the Carriage from and during loading on to the vessel up to
and during discharge from the vessel and the Carrier shall not be liable
for any loss or damage whatsoever in respect of the Goods or for any
other matter arising during any other part of the Carriage even though
charges for the whole Carriage have been charged by the carrier. The
Merchant constitutes the Carrier as agent to enter into contracts on
behalf of the Merchant with others for transport, storage, handling or
any other services in respect of the Goods prior to loading and
subsequent to discharge of the Goods from the vessel without
responsibility for any act or omission whatsoever on the part of the
Carrier for others and the Carrier may as such agent enter into contracts
with others on any terms whatsoever including terms less favourable than
the terms in this Bill of Lading.
(3) COMBINED TRANSPORT Save as is otherwise provided in this Bill of
Lading, the Carrier shall be liable for loss or damage to the Goods
occurring from the time that the Goods are taken into his charge until
the time of delivery to the extent set out below
(A) Where the stage of Carriage where the loss or damage occurred cannot
be proved:
(i) The Carrier shall be entitled to rely upon all exclusions from
liability under the Rules or legislation that would have been applied
under 6(1)A above had the loss or damage occurred at sea or, if there was
no carriage by sea, under the Hague Rules (for COGSA or COGWA if this
Bill of Lading is subject to U.S or Canadian law respectively)
(ii) Where under (i) above, the Carrier is not liable in respect of some
of the factors causing the loss or damage, he shall only be liable to the
extent that those factors for which he is liable have contributed to the
loss or damage
(iii) Subject to 6(4) (C) below, where the Hague Rules or any legislation
applying such Rules or the Hague-Visby Rules (such as COGSA or COGWA) is
not compulsorily applicable, the Carrier's liability shall not exceed
US$2.00 per kilo of the gross weight of the Goods lost, damaged or in
respect of, which the claim asisises or the value of such Goods,
whichever is the lesser
(iv) The value of the Goods shall be determined according to the commodity
exchange price at the place and time of delivery to the Merchant or at
the place and time when they should have been so delivered or if there is
no such price according to the current market price by reference to the
normal value of Goods of the same kind and quality at such place and
time.
(B) Where the stage of Carriage where the loss or damage occurred can be
proved:
(i) the liability of the Carrier shall be determined by the provisions
contained in any international convention or national law of the country
which provisions
(a) cannot be departed from by private contract to the detriment of the
Merchant and
(b) would have applied if the Merchant had made a separate and direct
contract with the Carrier in respect of the particular state of Carriage
where the loss or damage occurred and had received as evidence thereof
any particular document which must be issued in order to make such
international convention or national law applicable
(ii) with respect to the transportation in the United States of America or
in Canada to the Port of Loading or from the Port of Discharge, the
responsibility of the Carrier shall be to procure transportation by
carriers (one or more) and such transportation shall be subject to the
inland carriers' contracts of carriage and tariffs and any law
compulsorily applicable. The Carrier guarantees the fulfilment of such
inland carriers' obligations under their contracts and tariffs
(iii) Where neither (i) or (ii) above apply, any liability of the Carrier
shall be determined by 6(3) (A) above.
(4) GENERAL PROVISIONS
(A) Delay, Consequential Loss Save as otherwise provided herein, the
Carrier shall in no circumstances be liable for direct, indirect or
consequential loss or damage caused by delay or any other cause
whatsoever and howsoever caused. Without prejudice to the foregoing, if
the Carrier is found liable for delay, liability shall be limited to the
freight applicable to the relevant stage of the transport
(B) Package or Shipping Unit Limitation Where the Hague Rules or any
legislation making such Rules compulsorily applicable (such as COGSA or
COGWA) to this Bill of Lading apply, the Carrier shall not, unless a
declared value has been noted in accordance with (C) below, be or become
liable for any loss or damage to or in connection with the Goods in an
amount per package or shipping unit in excess of the package or shipping
unit limitation as laid down by such Rules or legislation. Such
limitation amount according to COGSA is US$ 500 and according to COGWA is
CA $ 500. If no limitation amount is applicable under such Rules or
legislation, the limitations shall be US$500.(C) Ad Valorem Declared
value of Package or Shipping Unit The Carrier's liability may be
increased to a higher value by a declaration in writing of the value of
the Goods by the Shipper upon delivery to the Carrier of the Goods for
shipment, such higher value being inserted on the front of this Bill of
Lading in the space provided and if required by the Carrier, extra
freight paid. In such case, if the actual value of the Goods shall exceed
such declared value, the value shall nevertheless be deemed to be the
declared value and the Carrier's liability, if any, shall not exceed the
declared value and any partial loss or damage shall be adjusted pro rata
on the basis of such declared value.
(D) Definition of Package or Shipping Unit Where a Container is used to
consolidate Goods and such Container is stuffed by the Carrier, the
number of Packages or shipping units stated on the face of this Bill of
Lading in the box provided shall be deemed the number of packages or
shipping units for the purpose of any limit of liability per package or
shipping unit provided in any international convention or national law
relating to the carriage of Goods by sea. Except as aforesaid the
Container shall be considered the package or shipping unit. The words
"shipping unit" shall mean each physical unit or piece of cargo not
shipped in a package, including articles or things of any description
whatsoever, except Goods shipped in bulk, and irrespective of the weight
or measurement unit employed in calculating freight charges. As to Goods
shipped in bulk, the limitation applicable thereto shall be the
limitation provided in such convention or law which may be applicable and
in no event shall anything herein be construed to be awaiver of
limitation as to Goods shipped in bulk.
(E) Rust, etc. It is agreed that superficial rust oxidation or any like
condition due to moisture, is not a condition of damage but is inherent
to the nature of the Goods and acknowledgement of receipt of the Goods in
apparent good order and conditions not a representation that such
conditions of rust, oxidation or the like did not exist on receipt.
(F) 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.
(G) Time bar The Carrier shall be discharged of all liability unless suit
is brought in the proper forum and written notice thereof received by the
Carrier with in nine months after delivery of the Goods or the date when
the Goods should have been delivered in the event that such time period
shall be found contry to any convention or law compulsorily applicable,
the period prescribed by such convention or law shall then apply but in
that circumstances only.
7. MERCHANT'S RESPONSIBILITY
(1) The description and particulars of the Goods set out on the face
hereof are furnished by the Merchant and the Merchant warrants to the
Carrier that the description and particulars including, but not limited
to, of weight, content, measure, quantity, quality, condition, marks,
numbers and value are correct.
(2) The Merchant shall comply with all applicable law, regulations and
requirements of customs, port an other authorities and shall bear and pay
all duties, taxes, fines, imposts, expenses and losses incurred or
suffered by reason thereof or by reason of any illegal incorrect for
insufficient marking, numbering or addressing of the Goods.
(3) The Merchant undertakes that the Goods are packed 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.
(4) No Goods which are or may become dangerous, inflammable or damaging or
which are or may become liable to damage any property or person
whatsoever shall be tendered to the Carrier for Carriage without the
Carrier's express consent in writing and without the Container or other
covering in which the Goods are to be transported and the Goods being
distinctly marked on the out side so as to indicate the nature and
character of any such articles and so as to comply with all applicable
laws, regulations and requirements. If any such articles are delivered to
the Carrier without such written consent and marking or if the opinion of
the Carrier the articles are or are liable to become of a dangerous,
inflammable or damaging nature, the same may at any time be destroyed,
disposed of, abandoned, or rendered harmless without compensation to the
Merchant and without prejudice to the Carrier's right to Charges.
(5) The Merchant shall be liable for the loss, damage, contamination,
soiling, detention or demurrage before, during and after the Carriage of
property (including, but not limited to, Containers) of the Carrier or
any person or vessel (other than the Merchant) referred to in 5(2) above
caused by the Merchant of any person acting on his behalf or for which
the Merchant is otherwise responsible.
(6) The Merchant shall defend, indemnify and hold harmless the Carrier
against any loss, damage, claim, liability or expense whatsoever arising
from any breach of the provisions of this clause 7 or from any cause in
connection with the Goods for which the Carrier is not responsible.
8. CONTAINERS
(1) Goods may be stuffed by the Carrier in or on Containers and Goods may
be stuffed with other Goods.
(2) The terms of 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.
(3) If a Container has been stuffed by or on behalf of the Merchant
(A) the Carrier shall not be liable for loss of or damage to the Goods
(i) caused by the manner in which the Container has been stuffed;
(ii) caused by the unsuitability of the Goods for carriage in Containers;
(iii) caused by the unsuitability or defective condition of the Container
provided that where the Container has been supplied by or on behalf of
the Carrier, this paragraph (iii) shall only apply if the unsuitability
or defective condition arose
(a) without any want of due diligence on the part of the Carrier or (b)
would have been apparent upon reasonable inspection by the Merchant at or
prior to the time when the Container was stuffed;
(iv) if the Container is not sealed at the Commencement of the Carriage
except where the Carrier has agreed to seal the Container.
(B) the Merchant shall defend, indemnify and hold harmless the Carrier
against any loss, damage, claim, liability or expense whatsoever arising
from one or more of the matters covered by (A) above except for (A) (iii)
(a) above,
(4) Where the Carrier is instructed to provide a Container, in the absence
of a written request to the contrary, the Carrier is not under an
obligation to provide a Container of any particular type or quality.
9. TEMPERATURE CONTROLLED CARGO
(1) The Merchant undertakes not to tender for transportation 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 or a person acting
on his behalf) of their nature and particular temperature range to be
maintained and in the case of a temperature controlled Container stuffed
by or on behalf of the Merchant further undertakes that the Container has
been properly pre-cooled that the Goods have been properly stuffed in the
Container and that its thermostatic controls have been properly set by
the Merchant before receipt of the Goods by the Carrier. If the above
requirements are not complied with the Carrier shall not be liable for
any losses of or damage to the Goods caused by such non-compliance.
(2) The Carrier shall not be liable for any loss of or damage to the Goods
arising from defects, derangement, breakdown, stoppage of the temperature
controlling machinery plant, insulation or an 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 refficient state.
10. INSPECTION OF GOODS The Carrier or any person authorised by the
Carrier shall be entitled, but under no obligation, to open any Container
or package at any time and to inspect the Goods.
11. MATTERS AFFECTING PERFORMANCE
(1) 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
condition of the Goods), whatsoever and howsoever arising (whether or not
the Carriage has commenced) the Carrier may:
(A) without notice to the Merchant abandon the Carriage of the Goods and
where reasonably possible place the Goods or any part of them at the
Merchant's disposal at any place which the Carrier may deem safe and
convenient, whereupon the responsibility of the Carrier in respect of
such Goods shall cease:
(B) without prejudice to the Carrier's right subsequently to abandon the
Carriage under (A) above continue the Carriage. In any event the Carrier
shall be entitled to full Charges on Goods received for Carriage and the
Merchant shall pay any additional costs resulting from the above
mentioned circumstances.
(2) The liability of the Carrier in respect of the Goods shall cause on
the delivery or other disposition of the Goods in accordance with the
orders or recommendations given by any government or authority or any
person acting or purporting to act as or on behalf of such government or
authority
12. METHODS AND ROUTE OF TRANSPORTATION
(1) The Carrier may at any time and without notice to the Merchant: Use
any means of transport storage or whatsoever, load or carry the Goods on
any vessel whether named on the front hereof or not transfer the Goods
from one conveyance to another including transhipping or carrying the
same on another vessel than that named on the front hereof or by any
other means of transport whatsoever: at any place unpack and remove Goods
which have been stuffed in or on a Container and forward the same in any
manner whatsoever proceed at any speed and by any route in his discretion
(whether or not the nearest or most direct or customary or advertised
route) and proceed to or stay at any place whatsoever once or more often
and in any order; load
13. METHODS AND ROUTE OF TRANSPORTATION port named on the front hereof as
the intended Port of Loading or intended Port of Discharge); 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 order of directions;
permit the vessel to proceed with or without pilots, to tow or be towed
or to be dry docked, permit the vessel to carry livestock, munitions or
warlike stores of all kinds dangerous or otherwise contraband,
explosives, munitions or warlike stores and sail armed or unarmed.
(2) The liberties set out in (1) above may be invoked by the Carrier for
any purposes whatsoever whether or not connected with the Carriage of the
Goods Anything done in accordance with (1) above or any delay arising
therefrom shall be deemed to be within the contractual Carriage and shall
not be deviation of whatsoever nature or degree.
14. DECK CARGO (AND LIVESTOCK)
(1) Goods of any description whether containerised or not may be stowed on
or under deck without notice to the Merchant and such stowage shall not
be a deviation of whatsoever nature or degree. Subject to (2) below, such
Goods whether carried on deck or under deck shall participate in General
Average and such Goods (other than livestock) shall be deemed to be
within the definition of Goods for the purposes of the Hague Rules or any
legislation making such Rules or the Hague- Visby Rules compulsorily
applicable (such as COGSA Or COGWA) to this Bill of lading
(2) Goods (not being Goods stuffed in or on Containers other than open
flats or pallets) which are stated on the front of this Bill of Lading to
be carried on deck and which are so carried (and lives lock, whether or
not carried 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 defend, indemnify and hold harmless the Carrier against all and any
extra cost incured for any reason whatsoever in regard to all and any
extra cost incurred for any reason whatsoever in connection with Carriage
of livestock.
15. DELIVERY OF GOODS If delivery of the Goods or any part of is not taken
by the Merchant at the time and place when and where the Carrier is
entitled to call upon the Merchant to take delivery thereof, the Carrier
shall be entitled without notice to remove from a Container the Goods or
that part thereof if stuffed in or on a Container and store the Goods or
that part thereof ashore, afloat, in the open or under cover at the sole
risk and expense of the Merchant. Such storage shall constitute due
delivery hereunder, and thereupon Carrier in respect of the Goods or that
part thereof shall cause.
16. BOTH-TO-BLAME COLLISION If the vessel on which Goods are carried (the
carrying vessel) comes into collision with any other vessel or object
(the non-carrying vessel or object) as a result of the negligence of the
non-carrying vessel or object or the owner of charterer of or person
responsible for the non-carrying vessel or object, the Merchant
undertakes to defend, indemnify and hold harmless the Carrier against all
claims by or liability to (and any expense arising therefrom) any vessel
or person in respect of any loss of. or damage to or any claim whatsoever
of the Merchant paid or payable to the Merchant by the non-carrying
vessel or object or the owner of charterer of or person responsible for
the non-carrying vessel or object and set-off, recouped or recovered by
such vessel, objector person(s) against the Carrier, the carrying vessel
or her owners or charterers.
17. GENERAL AVERAGE
(1) The Carrier may declare General Average which shall be adjustable
according to the York/Antwerp Rules of 1974 by any place at the option
off the Carrier and the amended jason Clause as approved by BIMICO is to
be considered as incorporated herein and the Merchant shall provide such
security as may be required by the Carrier in this connection.
(2) Notwithstanding (1) above, the Merchant shall defend, indemnify and
hold harmless the Carrier in respect of any claim (and any expense
arising therefrom) of a General Average nature which may be made on the
Carrier and shall provide such security as may be required by the Carrier
in this connection.
(3) The Carrier shall be under no obligation to take any steps whatsoever
to collect security for General Average contribution due to the Merchant.
18. CHARGES
(1) Charges shall be deemed fully earned on receipt on the Goods by the
Carrier and shall be paid and non-returnable in any event.
(2) 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, reweigh, remeasure and revalue the Goods and if the
particulars are found by the Carrier to be incorrect 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.
(3) All charges shall be paid without any set off, counter-claim,
deduction or stay of execution.
19. LIEN The Carrier shall have a lien on Goods and any documents relating
thereto for all sums whatsoever due at any time to the Carrier from the
Merchant and for General Average contributions to whomsoever due and for
the costs of recovering the same and the Carrier shall have the right to
sell the Goods and documents by public auction or private treaty, without
notice to the Merchant and at the Merchant's expense and without any
liability towards the Merchant.
20. VARIATION OF THE CONTRACT 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 so to waive or vary.
21. PARTIAL INVALIDITY If any provision in this Bill of Lading is held to
be invalid or unenforceable by any court 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 invalid or unenforceable provision were not contained herein.
22. LAW & JURISDICTION Any claim or dispute in connection with the
carriage of goods under this Bill of Lading may only be instituted in the
country where the Carrier has his principal place of business and shall
be decided according to the law of such country.
