RULE: 8 - BILL OF LADING TERMS AND CONDITIONS Eff: 18MAR2025
| Effective | 18MAR2025 |
|---|---|
| Filed | 18MAR2025 |
| Filing Codes | C |
All cargo transported under the charges, terms and conditions named in
this Tariff and on rates named in NRAs, or on rates named on Web Rate
Pages in Tariffs, governed by 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:
CONDITIONS OF CARRIAGE
IN ACCEPTING THIS BILL OF LADING, the Merchant agrees to be bound by all
of its terms, conditions and limitations, as well as the provisions of
Carrier's applicable Tariff, which shall be considered incorporated
herein as if set forth at length and which with these terms, conditions
and limitations, this bill of lading shall be evidence of the contract
between the Merchant and the Carrier, as defined below.
1. DEFINITIONS. In this bill of lading, the word:
Vessel: Shall include the vessel named herein or any substituted vessel,
feeder vessel, lighter or other watercraft utilized by the Carrier.
Carrier: Shall include CARRIER, its subsidiaries and related companies,
the vessel, their owner, charterer, operator and demise charterer. The
term Carrier shall also include any Participating Carrier, unless
noted. The names of the Owner, Operator, Charterer and/or Demise
Charterer may be obtained from the Carrier's Agent or from Lloyd's
Register.
Merchant: Shall include the Shipper, Consignee, holder of this Bill of
Lading, the receiver of the Goods, the owner of the Goods, or any
person claiming ownership or title of the Goods carried hereunder, as
well each of their agents or servants. It is agreed that each person
defined as "Merchant" is jointly and severally liable to the Carrier
for the responsibilities and liabilities of the Merchant in connection
with this bill of lading, including payment of any freight due. The
Merchant warrants that he is the Owner of the Goods, the person
entitled to possession of the Goods, and the person with authority to
act on behalf of the Goods.
Goods: Shall include all or part of the merchandise and articles of any
kind carried under this Bill of Lading, including commercial Goods,
packing or packaging materials and Merchant owned or leased containers
of every description. The Merchant warrants the accuracy of the
description of the nature of the goods provided to the Carrier.
Freight: Shall include all charges, costs, expenses and money
obligations whatsoever payable by the Goods or Merchant to the Carrier
in connection with the contracted for carriage and transportation,
including storage, per diem and demurrage.
Package: Shall include any container, tank-tainer, van, trailer, pallet,
skid or cradle used by the Merchant to consolidate or unitise the Goods
for carriage. In the event that both number of cartons as well as
number of "pallets" or "skids," are listed on the face hereof, it is
specifically agreed between the Merchant and Carrier that the number of
"pallets" or "skids" will constitute the Package, for limitation
purposes. Merchant warrants that it will declare the number of pallets
or skids where used.
Participating Carrier: Shall mean any land, sea or air carrier
performing any part of the carriage hereunder, including intermodal
transport, other than the Carrier. Person: Shall mean and include an
individual, corporation, partnership, or other legal entity. Government
and Authorities: Shall include the United Nations, the European Union
and any similar international organization, as well as a sovereign
state or political subdivision thereof, port authority, customs
official and any person or entity acting or purporting to act for any
such Government or Authority.
2. CARRIER'S RESPONSIBILITY
2.1 Port-to-Port Carriage - If carriage under this Bill of Lading is
Port-to-Port:
(a) The period of responsibility of the Carrier for any loss of or damage
to the Goods shall commence only at the moment that the Goods are
loaded on board the Vessel and shall end when the Goods have been
discharged from the Vessel.
(b) This Bill of Lading shall be subject to the Hague Rules unless the
governing law makes the Hague or the Hague-Visby Rules compulsorily
applicable in which case the said Hague or Hague- Visby Rules will
apply to this Bill of Lading only to the extent that they are
compulsorily applicable.
(c) Notwithstanding the above, in case and to the extent that the
governing law, or a contractual arrangement, or custom and practice,
or any court or tribunal decision extends the Carrier's period of
responsibility whether in contract, tort, bailment or otherwise to all
or any part of the period before loading, or the period after
discharge, including for misdelivery, then Carrier shall have the
benefit of every right, defence, immunity, limitation and liberty
provided for in the Hague Rules during such additional period of
responsibility, notwithstanding that the loss, damage or misdelivery
did not occur during the carriage by sea.
2.2 Combined Transport - The Carrier's liability for Combined Transport
shall be as follows:
2.2.1 Where the loss or damage occurred during the Port-to-Port section
of the carriage, the liability of the Carrier is in accordance with
clause 2.1 above.
2.2.2 Where the loss or damage occurred during Inland Transport, the
liability of the Carrier shall be determined:
(a) by the provisions contained in any international convention, national
law or regulation applicable to the means of transport utilized, if
such convention, national law or regulation would have been
compulsorily applicable in the case where a separate contract had been
made in respect to the particular stage of transport concerned, or
(b) where no international convention, national law or regulation would
have been compulsorily applicable, by the contract of carriage issued
by the Subcontractor carrier for that stage of transport, including any
limitations and exceptions contained therein, which contract the
Merchant and the Carrier adopt and incorporate by reference, it being
agreed that the Carrier's rights and liabilities shall be the same as
those of the Subcontractor carrier, but in no event whatsoever shall
the Carrier's liability exceed USD500 per container, or
(c) if any court shall determine that no international convention,
national law or regulation would have been compulsorily applicable and
that the Carrier may not determine its liability, if any, by reference
to the applicable Subcontractor's contract of carriage or where said
Subcontractor carrier does not have a contract of carriage, then it is
contractually agreed as between the Merchant and the Carrier that the
Carrier's liability shall be determined as if the loss and/or damage
complained of occurred during the Port-to-Port section of carriage as
provided at 5.1 above, but in no event whatsoever shall the Carrier's
liability exceed GBP 100 sterling legal tender per package.
(d) If the place of loss or damage cannot be established by the Merchant,
then the loss or damage shall be presumed to have occurred during the
Port-to-Port section of carriage and the Carrier's liability shall be
determined as provided at 2.1 above.
2.2.3 Any transport that the Carrier arranges for the Merchant which is not
part of the carriage under this Bill of Lading is done under the
Merchant's own responsibility, time, risk and expense and the Carrier acts
as agent only for the Merchant.
2.3 Delivery to Customs or Port Authorities - Where any law, regulation, or
custom applicable at the Port of Discharge or Place of Delivery provides
that delivery of the Goods to the Merchant shall or may be effected by the
Customs or port authorities at the Port of Discharge or Place of Delivery,
notwithstanding anything to the contrary herein, delivery of the Goods by
the Carrier to such Customs or port authorities shall be deemed to be
lawful delivery of the Goods by the Carrier to the Merchant, and the
Carrier shall not be liable for any loss or damage to the Goods which
occurs for any reason whatsoever after delivery of the Goods by the
Carrier to the Customs or port authorities.
3. U.S. TRADE CLAUSE
3.1 Notwithstanding any of the provisions of Clause 2 above, for carriage
to or from any port of the United States, its territories or possessions,
or if suit is brought in the United States, this Bill of Lading shall have
effect subject to the provisions of the United States Carriage of Goods by
Sea Act (COGSA), and to the provisions of the US Bill of Lading Act
(Pomerene Act) regardless of whether said Acts would apply of their own
force. The provisions of the COGSA are incorporated herein and save as
otherwise provided herein shall apply throughout 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
Subcontractors, including cargo carried on deck. Nothing contained herein
is to be deemed a surrender by the Carrier of its rights, immunities,
exemptions or limitations or an increase of any of its responsibilities or
liabilities under the COGSA. Except for clause 2, every other term,
condition, limitation, defence and liberty whatsoever contained in this
Bill of Lading shall apply to carriage in the US Trades.
3.2 For limitation purposes under the 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. (See Clause 6). The Merchant may avoid the application
of the package limitation by declaring the full value of the Goods to the
Carrier, on the face hereof, at the time of booking, and by tendering an
additional freight charge to Carrier, in accordance with the Carrier's
Tariff. Merchant's failure to tender payment of additional freight will
render any declaration null and void. In the event that the actual value
of the Goods per package or per customary freight unit shall exceed such
declared value, the value shall nevertheless be deemed the declared value
and the Carrier's liability in any capacity, if any, shall not exceed the
declared value. In no event shall the Carrier be liable for any amount in
excess of the actual value of the Goods.
4. DEFENSES EXTENDED TO SUBCONTRACTORS AND OTHERS. It is expressly agreed
by the Carrier and the Merchant that the Vessel named herein, or any
substitute or other vessel or watercraft, and the Master, crewmembers,
servants and agents of the Carrier and all or any subcontractors of the
Carrier, including any Participating Carriers, performing any part of the
carriage or service covered by this contract, as well as (but not limited
to) any agents, co-loaders, forwarders, stevedores, terminals, security
services, truckers, rail carriers or warehouses used by the Carrier or
Participating Carrier to perform any part of this contract, and their
servants, agents, or any sub-contractors appointed by any of the parties
so mentioned, shall each be a beneficiary of this contract and shall be
entitled to all the exemptions, immunities and defenses, limitations of
liability and time to sue limitation and other benefits which the
Carrier, has under this bill of lading, its tariffs, or the applicable
law, and all such persons shall be deemed to be third-party beneficiaries
of this bill of lading contract.
5. RIGHT TO CARRY CARGO ON DECK. Carrier shall have the right to stow
Goods in containers, tank-tainers, vans or trailers. Carrier shall
further have the right to stow and carry containers, vans, trailers,
trucks or similar heavy rolling equipment, heavy cargo, out of gauge
cargo, yachts and hazardous cargo on deck of any vessel without notice to
the Merchant, and if stowed and carried on deck, such cargo shall by this
contract be subject to the limitations, defences and exemptions from
liability applicable under Clause 2 or 3 and 14 hereof, notwithstanding
any exclusion of on deck cargo therein, and the Carrier shall not be
required to specially note any statement of such on-deck carriage on this
bill of lading, custom to the contrary notwithstanding. With respect to
Goods carried on deck and stated herein to be so carried, all risks of
loss or damage inherent in such carriage shall be borne by the Merchant,
reserving to the Carrier the right to invoke the limitations, defences
and exemptions from liability applicable under Clause 2 or 3 and 14.
Carrier cannot promise or guarantee to carry cargo under deck.
6. MERCHANT'S RESPONSIBILITY. DESCRIPTION OF THE GOODS. The Merchant
guarantees the accuracy of the particulars furnished to the Carrier by
the shipper, including the nature of the goods, weight, measurement, and
the type of package actually shipped in a sealed container. The Merchant
warrants that the Goods are properly, safely and securely packed in their
packaging and containers, for both ocean and land transport. Merchant
further warrants that it has fully disclosed the number of packages
packed by it or its agent inside the container and agrees that the
"package" for limitation purposes, if any, shall include all 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 face hereof. Merchant further warrants
that it has ascertained and fully disclosed on the face hereof in the
Particulars any hazardous or potentially dangerous characteristics of the
Goods. The Merchant warrants that any Merchant loaded and sealed
container tendered to the Carrier is in conformity with all applicable
international and/or national regulations or Conventions relating to the
safe and proper carriage of hazardous cargo and/or containerized cargo.
The Merchant also warrants that the Goods and/or Merchant-packed
Containers are lawful Goods, contain no contraband, drugs, other illegal
substances or stowaways.
7. CONTAINERS STUFFED BY SHIPPER. The Carrier shall not be responsible for
the safe and proper stowing of Goods in containers if such containers are
loaded with Goods by the Merchant, or its agents, consolidators or inland
carrier. No responsibility shall attach to the Carrier for any loss or
damage caused to Goods by shifting, overloading or improper packing of
containers. Containers not loaded by the Carrier shall be properly
sealed, and the seal identification reference, as well as the container
reference, shall be shown herein. The Merchant, or its agent, shall
inspect containers before loading. Loading of any containers by Merchant
or its agents shall be prima facie evidence that the containers are in
all respects clean, sound, watertight, free of harmful odours and
suitable for shipment of the particular Goods described herein. The
Merchant agrees to be liable for, and shall indemnify and hold harmless
the Carrier, and the Carrier shall have a lien on the Goods for any kind
of property damage or personal injuries caused by the contents of said
container(s) at any time, to property (including the Vessel and other
cargo and containers on board the Vessel) or to persons, and also for any
loss, damage, delay, or expense whatever, including legal fees and
expenses, resulting from any failure of the Merchant, or its agents, to
comply with provisions of this paragraph or of Paragraph 6, above.
8. DURATION OF LIABILITY, ABANDONMENT OF CARGO, RECONDITIONING OF GOODS
AND REPAIR OF CONTAINERS. CARRIER'S GENERAL LIEN. The Carrier's custody
or responsibility for Goods shall not commence until the Goods are
received by the Carrier at port of loading, or place of receipt if
intermodal carriage is contracted for, regardless of whether a Dock
Receipt is issued on behalf of the Carrier. Delivery of Port-to-Port
shipments shall take place when the Goods are discharged onto a safe or
customary wharf, craft or other landing place. The Merchant shall check
vessel's arrival with Carrier's agent and be ready to take delivery as
soon as Goods are landed, including Saturdays, Sundays and holidays.
Carrier shall not be responsible for failure to notify Merchant of
vessel's or cargo's arrival. Where Goods are, according to custom of the
discharge port, turned over to port authorities or stevedores or
watercraft not employed by Carrier, delivery to such authorities,
stevedores or watercraft shall be considered final delivery to Merchant.
If the Merchant fails to take delivery of the Goods as provided herein,
containers may be unstuffed and the Goods stored at the risk and expense
of the Goods and after 30 days, at option of the Carrier, may be deemed
abandoned and thereafter sold for the account of whom it may concern. The
Merchant shall be liable for and shall indemnify the Carrier and Vessel,
and the Carrier shall have a lien on the Goods or their proceeds for all
expenses associated with the care, carriage and delivery of the Goods
under this contract, including but not limited to expenses for storage,
sale, coopering, repairing, fumigating, repacking or reconditioning the
Goods. Carrier shall also have a lien on the Goods for all expenses
incurred in repairing containers damaged while in the custody of the
Merchant, for demurrage on containers, for terminal storage charges and
for all legal fees and expenses incurred in connection with the
enforcement of any provision of this Bill of Lading. The Carrier's lien
shall survive delivery of the Goods and may be enforced by private or
public sale without notice.
9. SCOPE OF VOYAGE. DELAY. CONSEQUENTIAL DAMAGE. The scope of voyage
herein contracted for may or may not include usual or customary or
advertised ports of call whether named in this contract or not. The
Carrier is at liberty to call at any port upon inducement. The Carrier
does not undertake to load, carry, or discharge cargo on or by any
particular vessel, date or time. Advertised sailings and arrivals are
only estimated, without guarantee, and such schedules may be advanced or
delayed without notice. In no event shall the Carrier be liable for any
consequential or special damages, or for any delay in scheduled
departures or arrivals of any vessel or other conveyances used to
transport the Goods by sea, land or air. Notwithstanding the foregoing,
if the Carrier is held liable for delay or any consequential damage by a
court of competent jurisdiction then such liability shall be limited by
application of paragraph 15 below.
10. LIBERTIES. In any situation whether existing or anticipated before
commencement or during the voyage, including political turmoil, strikes
and work stoppages or bad weather, which, in the Carrier's or Master's
judgment, may give rise to risk of damage, delay or disadvantage to the
vessel, her cargo or persons aboard, or make it imprudent to begin or
continue the voyage, or to enter or discharge at any port, or give rise
to delay or difficulty in arriving or leaving any port, the Carrier may
decline to receive, keep, or load the Goods or may discharge the Goods at
any safe port, or retain the Goods on board until the return trip or such
time as the Master thinks advisable, or may forward or tranship the Goods
by any means, but always at the risk and expense of the Goods, or may
require the Merchant to take delivery at port of shipment or elsewhere,
and if Merchant fails to do so promptly, the Carrier may store the Goods
at the expense and risk of the Goods, declare the Goods abandoned, and
invoke the provisions of Clause 8, above. For extra services rendered
pursuant to this clause the Carrier shall be entitled to reasonable extra
compensation. Carrier to be free from any liability whatsoever for loss
of or damage to Goods if such loss or damage is the result of Carrier
following the directions of any Government or Authority.
11. TRANSHIPMENT. Where the Goods are consigned to a port, or place, not
directly served by the Carrier, and transhipment is indicated on the face
hereof by having Boxes 13 and/or 17 filled-in, the Carrier may, without
notice, tranship the Goods by any other vessel or other means of
transportation not operated by the Carrier. The Carrier, in making any
arrangements for transhipment by any means of transportation not operated
by it, shall be deemed the Agent of the Merchant without any other
responsibility whatsoever. The on-carriage shall be subject to the terms
of the on-carrier's current regular form of bill of lading, tariff, rail
circular or other contract, whether issued or not, even though such terms
may include a lower limitation of liability or otherwise be less
favourable to the Merchant than the terms of this bill of lading, which
in such event shall operate only as a receipt or document of title (if
negotiable) after transhipment has taken place. Pending or after
transhipment, the Goods may be stored ashore or afloat at the risk and
expense of the Goods until collected by the Merchant. Any and all
liability of the Carrier incurred in connection with transhipment shall,
in all respects, be subject to the terms and conditions contained herein,
including but not limited to Clause 14, Limitation Per Package or Freight
Unit. In the event that it cannot be determined where loss or damage to
cargo has occurred, it is agreed as between the Carrier and the Merchant
that the damage shall be deemed to have occurred on board the vessel.
12. FREIGHT AND CHARGES. CARRIER'S LIEN. Freight may be calculated on the
basis of the Shipper's Particulars but the Carrier may, without notice to
Merchant, open the containers or packages and examine, weigh and measure
the Goods to verify freight charges, and if such particulars are found to
be erroneous and additional freight is payable, the Merchant and Goods
shall be liable therefore and also for any expense thereby incurred
including measurement. Full freight to the named port of discharge and
any other charges (including charges by on-carriers) shall be completely
earned on initial receipt of the Goods by the Carrier, whether prepaid or
collect, and the Carrier shall be entitled to all freight and charges,
and any extra expenses incurred in respect of the Goods, whether actually
paid or not, and to receive and retain them under all circumstances,
vessel and/or cargo lost or damaged, or the voyage changed, broken up,
frustrated or abandoned. All unpaid freight and charges shall be paid in
full, without offset, counterclaim or deduction, in the currency
designated by the Carrier. The Carrier shall have a lien on the Goods,
and the documents relating thereto, which shall survive delivery of the
Goods, for all freight and expenses, including storage, demurrage, per
diem, and damage to property or person, as well as for any other Charges
referred to herein, and the Carrier or its agent or subsidiary may
enforce this lien by public or private sale, at Carrier's option, without
notice to the Merchant and shall be entitled to recover all expenses and
attorney's fees. It is expressly understood and agreed that the Carrier's
lien shall include any sums owed by Merchant to Carrier, regardless of
whether such sums were incurred on the voyage covered by this Bill of
Lading. Carrier's lien shall survive delivery of the Goods and shall
apply to the proceeds of any sale of the Goods. The Merchant shall remain
liable to Carrier for any Freight or Charges or sums still due and owing
to Carrier after the Carrier has exercised its lien. All persons who
constitute the Merchant shall be jointly and severally liable to the
Carrier for the payment of all Freight and Charges, and for the
performance of the obligations of the Merchant hereunder. Any freight
broker, forwarder, person, firm or corporation engaged by any party to
perform forwarding services with respect to the cargo shall be considered
to be the exclusive agent of the Merchant for all purposes, and any
payment of Freight to such third parties shall not be considered payment
to the Carrier. Failure of such third parties to pay any part of the
Freight to the Carrier shall be considered a default by the Merchant in
the payment of Freight.
13. RETURN OF CONTAINERS. The Merchant shall redeliver, to a place
nominated by the Carrier, the Containers and other equipment in like good
order and condition, undamaged, empty, odour free, cleaned and with all
fittings installed by the merchant removed and without any rubbish,
dunnage or other debris inside. The Merchant shall be liable to indemnify
the Carrier for any and all costs incurred reinstating or replacing
Containers and other equipment not returned in the condition as specified
above, including the reasonable legal expenses and costs of recovering
the costs incurred and interest thereon.
14. GENERAL AVERAGE AND SALVAGE. General Average shall be adjusted, stated
and settled in New York according to York-Antwerp Rules 1994 except Rule
XXII (or any subsequent amendments thereto) and, as to matters not
therein provided for, according to the laws and usages at New York.
Average agreement or bond and such cash deposit (payable at Carrier's
option in United States currency) as the Carrier may require as
additional security for the contribution of the Goods and salvage and
special charges thereon, shall be furnished before delivery. In the event
of accident, danger, damage or disaster, before or after commencement of
the voyage resulting from any cause whatsoever, whether due to negligence
or not, for which, or for the consequence of which, the Carrier is not
responsible by statute, contract, or otherwise, the Goods and the
Merchant shall, jointly and severally, contribute with the 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 and special charges incurred in respect of the Goods, as
determined by a duly appointed independent General Average adjuster, and
his determination as to liability for General Average contribution and
his computation for the same shall be final and binding on all parties to
the venture. If a salvaging ship is owned or operated by the Carrier,
salvage shall be paid for as fully and in the same manner as if such
salvaging ship or ships belong to strangers.
15. LIMITATION PER PACKAGE OR FREIGHT UNIT. Whenever permitted, and not
contrary to law, in case of any loss or damage to or in connection with
Goods or deck cargo exceeding in actual value $500, lawful money of the
United States, per package, or in case of Goods not shipped in packages,
per customary freight unit, the value of the Goods shall be deemed to be
$500 per package or per customary freight unit and the Carrier's
liability in any capacity, including as agent for arranging on-carriage,
if any, shall be determined based on a value of $500 per package or per
customary freight unit.
16. GLOBAL LIMITATION OF LIABILITY AND FIRE STATUTES. The Carrier, whether
owner, charterer by demise, time, space or voyage of the vessel, shall be
entitled to the full benefit of, right to, all limitations of, or
exemption from, liability contained in Sections 4281 to 4286 both
inclusive of the Revised Statutes of the United States, and amendments
thereto, and any other provisions of the laws of the United States or of
any other country whose laws shall apply. Nothing in this bill of Lading
shall operate to limit or deprive the Carrier of any statutory protection
or exemption from, or limitation of liability, which would have been
applicable in the absence of any terms set forth herein, or to increase
its responsibilities or liabilities under any statute.
17. NOTICE OF CLAIMS, TIME BAR AND JURISDICTION.
17.1 Notice - of loss or damage to Goods shall be given in writing to the
Carrier or its agent at the Port of Discharge before or at the time of
delivery. If the loss or damage is not apparent before or at the time of
delivery, notice must be given within three (3) days of delivery by the
Merchant or its agent. Claims shall be submitted in writing addressed by
the Merchant to the Carrier's agent at the Port of Discharge.
17.2 Time bar - In any event, the Carrier shall be discharged from all
liability if suit is not commenced within one (1) year after the date of
delivery of the Goods or the date that the Goods should have been
delivered for claims related to loss or damage during the Port-to-Port
carriage. For claims related to loss or damage during Inland Transport,
then the shorter of nine (9) months or any time limit provided for by any
applicable international convention, national law, regulation or contract
by virtue of clauses 2.2.2 (a) or (b) shall apply.
17.3 Jurisdiction - It is hereby specifically agreed that any suit by the
Merchant, and save as additionally provided below any suit by the Carrier,
shall be filed exclusively in the High Court of Hong Kong or London, and
English Law shall exclusively apply, unless the carriage contracted for
hereunder was to or from the United States of America, or suit is filed in
the United States, in which case suit shall be filed exclusively in the
United States District Court, for the Southern District of New York and
U.S. law shall exclusively apply. The Merchant agrees that it shall not
institute suit in any other court at the same time and agrees to be
responsible for the reasonable legal expenses and costs of the Carrier in
removing a suit filed in another or wrong forum. The Merchant waives any
objection to the personal jurisdiction over the Merchant of the above
agreed forums. In the case of any dispute relating to Freight or other
sums due from the Merchant to the Carrier, the Carrier may, at its sole
option, bring suit against the Merchant in the forums agreed above, or in
the countries of the Port of Loading, Port of Discharge, Place of Delivery
or in any jurisdiction where the Merchant has a place of business.
18. BOTH TO BLAME COLLISION. If the vessel comes into collision with
another vessel or vessels or any other object, as a result of fault or
negligence on the part of the other vessel or other object, or of those
charged with the operation or maintenance thereof, and any act, neglect
or default of the Master, pilot, mariners or servants of the Carrier in
the navigation or management of the vessel, the Merchant will indemnify
the Carrier against all loss or liability, to other or non-carrying
vessel or vessels or other objects or her, its or their owners insofar as
such loss or liability represents loss of, of damage to, or any claim
whatsoever of said Goods or the owner thereof, paid or payable by the
other or non-carrying vessel or vessels or other objects, or subject to
set-off, recoupment or recovery by the other non-carrying vessel or
vessels or other objects or her, its or their owners as part of their
claim against the carrying vessel or Carrier. The foregoing provisions
shall also apply where the owners, operators or those in charge of any
vessel or vessels or objects other than or in addition to, the colliding
vessel or objects are at fault in respect of a collision or contact. This
clause is to remain in effect in other jurisdictions even if
unenforceable in the Courts of the United States of America.
19. SPECIAL CARRIAGE AND REFRIGERATION, HEATING, INSULATION, OR
VENTILATION. Special containers or cargo space with refrigeration or
heating or insulation or mechanical ventilation shall not be furnished
unless contracted for on the face of this Bill of Lading and extra
freight paid. If a carriage temperature is noted on the bill of lading,
the Mer chant shall deliver Goods to the Carrier at plus or minus 2
Degrees C of the noted temperature, and the Carrier shall exercise
reasonable care to maintain such temperature, plus or minus 2 Degrees C
while the Goods are in its possession. The Carrier shall not be
responsible for control and care of refrigeration units on containers
when such containers are not in the actual possession of the Carrier. It
shall be the responsibility of the Merchant to inspect any refrigerated,
ventilated or mechanical container upon receipt, before loading Goods
into said container. Merchant's acceptance and use of any tendered
container shall constitute Merchant's agreement that the tendered
container was fit for all purposes and in good working condition. It is
the Merchant's obligation to set the temperature controls on the
container at the required carrying temperature, set the vents, and to
confirm that the refrigeration equipment is operating properly. Carrier
does not undertake to deliver empty refrigerated containers to Merchant
at any specific temperature and will not accept any container loaded by
the Merchant for shipment that is not set at the contracted carrying
temperature. The Carrier does not warrant refrigeration machinery, but
shall exercise reasonable care in its operation and maintenance while in
the actual possession of the Carrier. Carrier will not guarantee
compliance with any governmental program or protocol unless noted on the
front hereof and unless additional freight is paid. The Carrier has the
right but not the obligation to refuse to accept any Container loaded by
the Merchant where the temperature on receipt by the Carrier is not
within plus or minus 2 C of the contracted carrying temperature. Merchant
warrants that the cargo has been pre cooled or warmed so that its pulp
temperature is within plus or minus -2 C of the contracted carrying
temperature. Merchant also acknowledges that refrigerated containers are
not designed to cool or freeze goods that are loaded warmer than the
contracted carrying temperature, nor to control or monitor the humidity
conditions within the container.
20. DANGEROUS GOODS. No Goods which are or may become dangerous,
inflammable or hazardous (including radioactive material), or which are
or may present danger or damage to any property whatsoever, shall be
tendered to the Carrier for carriage without the express written consent
of the Carrier, and without the container or other packaging in which the
Goods are to be carried as well as 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
requirements. The Merchant shall inform the Carrier, in writing before
delivery of the goods, of the precise and accurate details of the Goods,
and all special precautions or handling requirements for the Goods. If
any such Goods are delivered to the Carrier without such written consent
and/or markings, or if in the opinion of the Carrier the Goods are or are
in the future liable to become dangerous, inflammable or hazardous, they
may at any time be destroyed or disposed of, or abandoned or rendered
harmless without notice and without compensation to the Merchant and
without prejudice to the Carrier's right to freight and the Carrier's
right to seek damages for any loss or expense associated with the Goods,
including reasonable attorney fees. The Merchant undertakes that such
Goods are packed in a manner adequate to withstand the risks of carriage
having regard to their nature and compliance with all laws or regulations
which may be applicable to the carriage. Whether or not the Merchant was
aware of the nature of the Goods, the Merchant shall indemnify, hold
harmless and defend the Carrier against all claims, losses, damages and
expenses arising in consequence of the carriage of such Goods, including
but not limited to damage to the Vessel, property of the Carrier and its
agents and servants, as well as cargo and property belonging to third
parties. Merchant shall indemnify and hold Carrier harmless in the event
that Merchants' cargo is used to forward and/or transport any materials
of a terrorist nature. Nothing in this Clause shall act to deprive the
Carrier of any right, limitation and/or exception appearing herein or
available to it at law.
21. SEPARABILITY OF TERMS. FINAL CONTRACT. The terms of this bill of
lading shall be separable and, if any term or provision hereof or any
part of any term or provision shall be invalid to any extent, it shall be
invalid to that extent, but no further and such circumstance shall not
affect the validity or enforceability of any other term or provision
hereof. This bill of lading is the final contract between the parties
which supersedes any prior agreement or understanding, whether in writing
or verbal. This bill of lading and its terms and conditions may not be
changed orally and any undertaking to do so by Carrier or its agents,
etc. shall be void.
