RULE: 8 - BILL(S) OF LADING TERMS AND CONDITIONS Eff: 14MAY2026
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Effective |
14MAY2026 |
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Filed |
14MAY2026 |
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Filing Codes |
IR |
All cargo transported under the rates, charges, terms and conditions named
in this Tariff and in Tariffs subject to this Tariff shall be held, carried
and delivered SUBJECT 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 Bill: This Bill of Lading and terms, issued or intended to be
issued by the Carrier on behalf of Merchant.
Carrier: The company stated as Carrier on the reverse of this Bill as signed
by Carrier or their agents. This is not indicative of Carrier s legal
capacity.
CFU: Customary Freight Unit as applied under COGSA for Goods not in packages
and includes a shipping unit.
Charges: Any charges relating to or directly or indirectly connected to the
Goods or Services, excluding Freight. These include but are not limited to
charges that are: as provided by Carrier s tariff, dead freight, ad
valorem, less than full container load service, currency adjustment factor,
bunker adjustment factor, surcharges, any insurance charges; amending the
Bill, handling, storage, demurrage, detention, any inspection; special
freight for Services for special containers; return Freight; charges
arising from sale or disposition of Goods and any other Charges or expenses
whatsoever, directly or indirectly arising in relation to the Goods or
Services.
COGSA: The Carriage of Goods by Sea Act of the United States of America
approved on 16th April 1936 and any amendments thereto.
Container: Any container, trailer, semi-trailer, swap body, transportable
tank, lift van, flat, pallet, or any similar article of transport used to
consolidate or transport Goods and any connected/installed equipment
thereof.
Defences: Without limitation all rights, immunities, exclusions, exemptions,
monetary limitations, defences, and limitations of or exoneration from/to
liability, provided by law and/or any terms of this Bill or contract which
might abate, bar, defeat, exonerate or reduce any liability of Carrier.
This also includes without limitation the Bill s Law & Jurisdiction clause.
Force Majeure: Any circumstances beyond the reasonable control of Carrier or
Service Provider or their respective servants or agents that prevents or
threatens to prevent them from complying with or delaying or hindering all
or part of their obligations including without limitation, any inherent
difficulties of infrastructure, or of geographical, social or political
difficulties of the countries traversed; strike, lock-out or any form of
industrial action or withdrawal of labour of any kind; civil disturbance,
riot, war (whether declared or recognised by any political authority or
government or not), rebellion, armed conflict, any act of terrorism, or any
act of violence or threat; any circumstances or event involving nuclear
radiation or substances; Act of God, fire, explosion, ice, snow, storms,
flood, earthquake, volcanic eruption, tidal wave, epidemic or state of
quarantine or any severe weather or any natural physical disaster;
sanctions, embargoes; blockades; congestion; any encumbrances; any arrest
or restraint; any collision, stranding or sinking; any shortage of
components or raw materials, lack of power supplies or telecommunications
or lack of available facilities; any economic unviability to the Carrier or
Service Provider; Service Providers or any Persons liquidation or
bankruptcy or any cessation of trade; failures of any transportation
network or infrastructure; any prohibiting or impeding acts of state or
governmental action.
Freight: The ocean and land-side carriage costs booked, excluding Charges.
Goods: In whole or in part, any moveable property of whatsoever type or
nature supplied by or on behalf of Merchant. Includes without limitation
any Container not supplied by Carrier.
Hague Rules: Provisions of the International Convention for Unification of
certain
August 1924.
Hague-Visby Rules: Hague Rules as amended by the Protocol signed at Brussels
on 23rd February 1968 and any subsequent amendments thereto.
Livestock: Any Goods that are living creatures or organisms.
Merchant: The shipper, the consignee, the receiver of the Goods, the holder
of this Bill, any Person owning or entitled to the possession of the Goods
or this Bill, any Person having a present or future interest in the Goods
or Bill or any Person acting on behalf of any of the foregoing Persons.
Package: For limitation purposes:
(i) The Container when the Goods are shipped in a Container.
(ii) Where the Container is adjudged not to be a Package for limitation,
then the skid, pallet, flat or other device used to consolidate the Goods
to facilitate handling and transportation, whether such units of
consolidation are disclosed in any portion or column on the reverse side
hereof or not.
(iii) Where there are no units of consolidation, then any box, carton, drum
or any other packaging preparation used to facilitate the handling and
transportation of the Goods. (iv) These package definitions do not apply
to Goods shipped in bulk, and they supersede any inconsistent provision
which may be printed, stamped or written elsewhere in this Bill.
Person(s): In whatever capacity individually or collectively any of the
following: person, individual, limited liability company, business or
partnership, joint venture, association, trust, government authority, body
corporate or any entity or organisation and any of the forgoing s servants
and agents.
Port Area: The period whilst within the confines of a port following
delivery by the inland carrier to the port but prior to loading on the
Vessel and also subsequent to discharge from the Vessel but prior to
delivery from the port to the inland carrier, including but not limited to
carriage to or from any container yard or container freight station within
the port area and whilst stored or handled at such area, yard or freight
station.
Port to Port Shipment: When only the port of loading and the port of
discharge are shown on the reverse hereof and the place of acceptance and
the final destination are unstipulated.
Service Provider(s): Excluding Carrier but otherwise includes but is not
limited to any: Person, but excluding any government authority; or carrying
or non-carrying Vessel, charterers, slot charterers, operators, managers,
owners; stevedores or terminals; or groupage operators, road or rail
transport operators; warehousemen; or any independent contractors or
bailees; all parties servants or agents including but not limited to
Carrier s servants or agents, of whatever type appointed by or on behalf of
Carrier to perform the Services and whether in direct contractual privity
with Carrier or not.
Services: All and every services or operations of whatsoever type or for any
mode, and executed in any legal capacity including but not limited to ocean
and inland carriage, transport, handling, warehousing and agency services
undertaken or performed by or on behalf of Carrier or Service Provider in
respect of or related to the Goods or any transaction or the acceptance of
Merchant s instructions in the course of business whether gratuitous or
not, singly or combined.
Special Drawing Rights (SDRs): As defined by the International Monetary
Fund.
Stuffed: Filled, consolidated, packed, loaded, stowed or secured.
Through Transport: Arises where the Services extend beyond a Port to Port
Shipment.
Vessel: Any waterborne craft used for Services under this Bill including but
not limited to ocean vessels, feeder vessels, barges and other inland water
vessels, and substituted vessels, whether named in Bill or not.
2) CARRIER S TARIFF The provisions of Carrier s tariff are incorporated
herein. A copy of the tariff is available at Carrier s website as stated
on the reverse hereof or otherwise upon request and is obtainable from any
regulatory body with whom the tariff has been filed. In the case of
inconsistency or conflict or contradiction between this Bill and the tariff,
the terms of this Bill prevail.
3) WARRANTY OF AUTHORITY Merchant warrants and agrees that they are or have
the necessary authority to enter into any contract of Services and that they
are jointly and severally bound by these terms.
4) NON-NEGOTIABILITY OF BILL OF LADING This Bill is non-negotiable, unless
made out to order or to Bearer in which case it is negotiable
and constitutes title to the Goods. The lawful holder of a negotiable Bill
is entitled to receive or to transfer the Goods herein described. Unless the
Merchant requests to the contrary and such request is agreed in writing by
Carrier, if on the reverse the Bill is consigned directly to a named or
nominated party or the Bill is described as Express then this Bill is
non-negotiable and delivery may be made to the named or nominated party on
reasonable proof of identity and without presentation of the Bill. Merchant
agrees that such delivery shall constitute due delivery hereunder.
5) CERTAIN RIGHTS AND IMMUNITIES FOR CARRIER AND OTHER PARTIES
5.1 Carrier is entitled to sub-contract on any terms whatsoever the
whole/part of Services to any Service Provider.
5.2 It is warranted and agreed by Merchant that:
(i) the Carrier s servants or agents and all Service Providers appointed
by or on behalf of Carrier for any Services, in consideration flowing
from such appointment, are entitled to the benefit of all Defences and
liberties hereunder:
(ii) in no circumstances will any Person covered by clause 5 have any
liability whatsoever or howsoever caused that is greater than that of
Carrier to anyone other than Carrier.
5.3 The Defences and liberties provided in the Bill apply in any action
against any Person covered by clause 5 whether based in contract, tort,
indemnity, contribution, or any other cause of action.
6) CARRIER S RESPONSIBILITY
6.1
(i) Merchant warrants and agrees: that Carrier is a non-vessel owning
common carrier and does not own, operate, charter or lease Vessels or
other modes of transport, or engage in Goods handling or storage. Carrier
as agents of Merchant will at their choice & discretion procure contracts
with Service Providers or where necessary, and without liability for,
government authorities on Merchant s behalf for any Services. Merchant is
bound by and Carrier is entitled to any Defences in any tariffs, bills of
lading or contracts by which such Service Providers or authorities are
engaged to perform all or part of the Services.
(ii) In all cases copies of the Service Providers /authorities contracts,
tariffs or bills of lading are available on request.
(iii) When Hague or Hague-Visby Rules or COGSA regimes compulsorily apply, it
is confirmed that liability of Carrier for loss of or damage to the Goods
under
(a) COGSA, does not exceed US$500 per Package or CFU and
(b) the Hague-Visby Rules does not exceed 666.67 SDRs per Package or 2 SDRs
per kilogram of gross weight of the Goods, whichever is the higher and
(c) the Hague Rules as compulsorily applicable. Outside of these regimes
his Bill imposes other limits. Notwithstanding, Merchant can elect to
have higher compensation by declaring the value of the Goods in
accordance with clause 8.3;
(iv) Merchant s attention is drawn to limitations and exclusions herein, in
clauses (amongst others) 6,7,7.4, 8 & 10.
6.2 Port to Port Shipments
6.2.1 US shipments: If Bill includes carriage to/from the USA, Bill is
subject to COGSA, the terms of which are incorporated herein and are
paramount throughout the carriage by sea and for the entire time that
Goods are in the actual custody of the Carrier or the Service Provider,
including before loading onto or after discharge from the Vessel, in the
Port Area.
6.2.2 Non-US shipments: In so far as Bill relates to carriage that is not
to or from the USA;
(i) Bill is subject to any law making the provisions of the Hague Rules or
the Hague-Visby Rules compulsorily applicable to Bill, and
(ii) in respect of the period whilst Goods are in the Port Area and where
the Hague Rules or Hague-Visby Rules are not compulsorily applicable,
then Merchant appoints Carrier as agent to enter into any contracts on
their behalf with any Person or applicable Service Provider for any
Services and on any terms whatsoever including terms less favourable than
the terms in this Bill (copies of such terms being available on request).
(iii)
(a) Carrier has no liability whatsoever for loss, damage, delay,
non-delivery or mis-delivery of or to the Goods howsoever caused before
loading onto or after discharge from the Vessel whilst at the Port Area,
unless Goods are in Carrier s actual possession.
(b) In the event that clause or part of clause 6.2.2 is not applicable or
enforceable, then clause 7.4 applies.
6.2.3 Subject to any compulsory law, Hague and Hague-Visby Rules or COGSA
(as applicable) shall also extend to any lighterage services and any
waterborne carriage and to any coastal traffic or inland waterways.
Reference to carriage by sea in the Hague or Hague-Visby Rules, COGSA or
relative national law is deemed to include inland waterways.
6.2.4 Carrier is entitled to (and nothing herein operates to deprive or
limit such entitlement) the full benefit and rights to all Defences and
all rights conferred by any applicable law or regulation of any country
(including but not limited to any provisions of Chapter 305 of Title 46 of
the United States Code and any amendments thereto) and without prejudice
to the generality of the foregoing also the benefit of any law or
regulation whatsoever that is available to any Service Provider, including
but not limited to the London Limitation Convention 1976 or any applicable
convention or law governing the rights of shipowners or charterers to
limit their liability in accordance with the Vessel s tonnage or value.
6.3 Through Transport
6.3.1 Carrier s Port to Port & Port Area liability for Through Transport is
as per clause 6.2.
6.3.2 If for any reason clause 6.1(i) does not apply with regard to any
Services and subject to clause 8.3, Merchant nevertheless acknowledges and
agrees that Carrier s liability is determined in accordance with:
(i) the contracts, tariffs, or bills of lading of any responsible Service
Provider (& clause 6.1(ii) applies) or
(ii) for shipments to or from the United States in accordance with the
liability standards and defences of COGSA, or
(iii) for monetary limitations clause 7.4 herein, whichever imposes the least
liability on the Carrier, and
(iv) where a Service Provider s lower monetary limitation is applicable
Carrier is entitled to avail itself of such lower liability and under no
circumstances whatsoever shall Carrier be liable to a greater extent than
it can recover from the actual Service Provider engaged to perform all or
part of the Services.
6.3.3 Subject to any compulsory legislation to the contrary and without
prejudice to any other provisions of this Bill, if the place where the
loss or damage occurred cannot be proven then Carrier s monetary liability
will be determined by clause 7.4.
6.3.4 If the place where the loss or damage occurred can be proved:
6.3.5 Subject to clause 7.6, the liability of Carrier shall be determined
by the provisions contained in any International Convention or law that is
compulsorily applicable.
6.3.6 If there is no International Convention or other compulsory law
applying, then Carrier s liability is determined by the provisions of this
Bill.
6.3.7 Notice of Opting out of Carmack Amendment/ICC Termination Act of
1995: Where Through Transport commences or terminates in the United
States, should for any reason it be determined that Carmack applies to the
Services or this Bill, then the following applies:
(i) Carrier shall arrange transport with US land Service Providers, either
as exempt carriage as defined by 49 U.S.C. Section 13506, or if not so
exempt, then as contract carriage as defined by 49 U.S.C. 13102(4),
under this Bill.
(ii) Merchant expressly waives all rights and remedies it may have as to
Carrier and its appointed motor or rail carriers under 49 U.S.C. Subtitle
IV, Part B (excluding 13703, 13706, 14101 and 14103) to the full extent
permitted by 49 U.S.C. 14101(b)(1), each as amended from time to time.
7) GENERAL LIABILITY AND OTHER PROVISIONS
7.1 Where Carrier s liability arises from a cause which is only
contributory, Carrier is only liable to the extent that those factors have
contributed to the loss or damage.
7.2.1 Subject to any Carrier s Defences, any agreed liability shall be
calculated by reference to the value of the Goods as determined by any
compulsory law applying or,
7.2.2 if there is no applicable compulsory law then by the FOB/FCA value of
the Goods at the place and time at which they were accepted for Carriage,
or
7.3 if 7.2.1 & 7.2.2 do not apply then the value shall be calculated by
reference to the wholesale value of Goods of the same kind and quality at
the time and place of shipment.
7.4 MAXIMUM OF MONETARY LIABILITY:
7.4 (i) Notwithstanding any term or limitation herein to the contrary
except clause 6.2.1, and subject to: any higher value declared pursuant to
clause 8.3; Hague Rules, COGSA or the Hague-Visby Rules or any other laws,
when compulsorily applicable; clause 7.5, 10.9 and 19.3; or should any
Defences herein be held to not apply, and without prejudice to any agency
status of Carrier, the Carrier s maximum liability is as per clause
7.4 (ii).
7.4 (ii) Carrier s maximum liability for loss or damage or delay or
mis-delivery or any other liability whatsoever in direct or indirect
connection with or howsoever arising from (including without limitation
from negligence of any kind) the Goods or Services will not in any
circumstances whatsoever exceed a sum of
(a) US$500 per Package or CFU or
(b) US$2.00 per kilo of the gross weight of the Goods affected or
(c) the sum of Merchant s loss or the value of such Goods or
(d) the Service Providers monetary limits of liability, whichever is the
least.
7.5 Carrier has no liability for correction costs for any erroneous shipment
of Goods to an incorrect destination. Without prejudice to the foregoing or
any other Carrier s rights and remedies, if Carrier is for some reason
found liable in this respect, then any liability shall be limited to a
maximum sum of US$2,500.00.
7.6
(i) Where international transport conventions or international or national
law are compulsorily applicable, the Bill still applies.
(ii) If any conflict exists between the Bill and such compulsory conditions
the latter prevails to the extent of the conflict, but no further.
(iii) The Bill applies to any silence or gaps or omissions in provisions in
such compulsory conditions.
7.7 It is warranted/agreed that superficial rust, oxidization, condensation,
or any mould or any like condition due to moisture is not a condition of
damage but is inherent to the nature of particular Goods or transport
conditions and any Carrier s or Service Provider s receipt of the Goods in\
apparent good order and condition is not a representation that such
condition of Goods did not exist on receipt.
8) AD VALOREM, FORCE MAJEURE, EXCLUSIONS, DELAY, LIMITATIONS, AND TIME BAR
8.1 Force Majeure/Other Exclusions.
8.1.1 Carrier will be relieved from its duty to perform its obligations for
the Services due to any Force Majeure event.
8.1.2 Under no circumstances whatsoever will Carrier have any liability
directly or indirectly caused by:
(i) Force Majeure or
(ii) Other Exclusions as defined in clause 8.1.3.
8.1.3 Without prejudice to any other Defences, rights or remedies available
to Carrier, Other Exclusions means exclusions of liabilities or
obligations that are directly or indirectly related, connected or
attributable to or by:
(i) any act or error or omission or instructions or advices or breach of
contract or warranty whatsoever, of or from Merchant,
(ii) wastage in bulk or weight,
(iii) delay,
(iv) betterment,
(v) any loss, damage or delay arising from inherent defect or quality or
vice or nature of the Goods or
(vi) insufficiency of packing or insufficiency or inadequacy of marks,
(vii) any abandonment by Merchant,
(viii) fire unless the fire was caused by the actual fault or privity of
Carrier;
(ix) any damage or loss or delay whatsoever and howsoever caused whilst the
Goods are in the care custody or control of any government or other
authority, including but not limited to government or other authority
owned transit terminals, warehousing or during inspections by such
government authority;
(x) any liability NOT arising from or connected to the Carrier s
negligence.
8.2 Delay/consequential & direct loss exclusions.
8.2.1 Carrier does not undertake or guarantee that the Goods or any
documents relating thereto shall arrive or be available at any place or
stage during the Services and by way of example and not by limitation at
any particular time or to meet any particular requirement of any delivery,
contract, sale, seasonal or other market, license, permission, convenience
or credit of Merchant, or any marketing for or use of, the Goods.
8.2.2 In no circumstances whatsoever or howsoever caused (including
negligence of any kind) will Carrier have any liability directly or
indirectly caused by delay.
8.2.3 All exclusions of liability under this clause 8.2.3 by way of example
and not limitation, apply to any losses that are direct and which flow
from the natural cause of any breach or incident and also to indirect and
consequential losses. These foregoing losses and any similar or like
losses arising from any circumstance whatsoever are excluded (including
but not limited to losses arising from negligence of any kind) whether or
not the Carrier or the Merchant had knowledge or notice that all or any of
the losses might be incurred:
(i) Diminishment or loss of sale ability.
(ii) Loss of or deferment of: profits, sales or income or savings, real or
potential future business, use (including but not limited to any losses
for remedy and any losses already incurred or ongoing because of such
loss of use), reputation, goodwill or production or increased costs of
production.
(iii) Increased costs of production
(iv) Without limitation any business, or factory or office or scientific or
exploration activity or other work environment of any kind that suffers
or is threatened by any failure, interruption, suspension or stoppage or
closure, of any kind and howsoever arising.
(v) Any corruption, stoppage, interruption or failure of any process or
system, of any description including without limitation any IT system,
programme, equipment or process.
(vi) Any increase in value from actual value of Goods caused by replacement
value or by betterment.
(vii) Due to non-viability of repair costs.
(viii) Statutory or punitive damages.
(ix) Fines or penalties.
(x) Any pure economic losses.
(xi) Any consequential, indirect, incidental, special losses or damages.
8.2.4 Without prejudice to clause 8.2.2 or any other Carrier s rights and
remedies whatsoever, if Carrier is for some reason found liable for delay,
any such liability whatsoever or howsoever caused including but not
limited to negligence of any kind, shall be limited to the Freight charged.
8.3 Ad Valorem: declared value for increased level of liability.
8.3.1
(i) In connection with loss of or damage to Goods the Merchant may request
and obtain an increased level of liability higher than that otherwise
provided for in this Bill, only by declaring in writing the value of the
Goods and paying any additional Charges. Such request must be agreed in
writing by Carrier prior to rendering Services. Such agreed declared
value shall be substituted for the limits of liability for loss of or
damage to Goods under this Bill.
(ii) This declared value is prima facie and if the true value of the Goods
at destination is less than such declared value, the lower value shall be
deemed to be the declared value. 8.3.1(iii) Any partial loss or damage
shall be adjusted pro rata on the basis of such declared value.
8.3.2 Merchant agrees and warrants that ad valorem arrangements herein
shall only apply to liability for loss of or damage to Goods.
8.4 Notification period and time bar (limitation of actions)
8.4.1 Carrier shall be deemed to have delivered Goods in the order and
condition as described in this Bill unless written notice of any
discrepancy indicating the general nature of such discrepancy is given at
the place of delivery before or at the time of removal of the Goods into
the custody of the Person taking delivery under this Bill or if the loss
or damage is not apparent, within three consecutive days thereafter.
8.4.2
(i) In any event Carrier shall be discharged of all liability whatsoever
and howsoever arising from or in connection with the Goods or Services,
including without limitation any claims for indemnity or contribution and
(ii) all rights of the Merchant to claim from the Carrier or Service
Provider are extinguished unless
(a) suit is brought and
(b) written notice thereof be given to Carrier, within one year after
delivery of the Goods or the date when the Goods should have been
delivered.
8.4.3 Notwithstanding clause 8.4.2, in cases where any Carrier s or Service
Providers liability arises or is caused from or attributable to or
connected to
(a) any agency Services provided by the Carrier or Service Provider or
(b) the Carrier s or Service Providers acts, errors or omissions or
events or circumstance that occur or manifest outside of the port to
port or Port Area period of transport or handling, then 8.4.2 applies
except that Clause 8.4.2 (ii)(b) is deleted and replaced with:
(b.i) written notice thereof be given to Carrier, within nine months from
the date of the event or occurrence alleged to give rise to a cause of
action against Carrier or,
(b.ii) written notice thereof be given to Carrier within any period under
the application of clause 6.3, whichever is the shortest period.
9) MERCHANT S RESPONSIBILITY Merchant agrees and warrants that:
9.1 the information, declaration, description and particulars of Goods
furnished by Merchant including but not limited to weight, content,
measure, quantity, quality, condition, marks, numbers, addressing and
value, are correct and that they will inform Carrier in advance of any
special conditions that may apply to the Goods or Services;
9.2 they will provide all documents and information correctly and truthfully
completed for the Services and that all Goods, documents, information and
Merchant, comply with any laws or regulations or requirements whatsoever.
Carrier is not obliged to check whether the Goods, documents or
information provided by Merchant are correct, lawful or sufficient;
9.3 they will ensure that all Goods are properly prepared, packed or marked
and labelled to inform the relevant parties, and in a manner to withstand
the ordinary risks of the Services and the Goods having regard to their
nature or the method of transport/handling and in compliance with all laws,
rules, regulations and requirements (whether compulsorily applicable or
not) that apply and that enhance or provide best practice for the security
and safety of the Goods, Container and Services;
9.4 they will bear all relevant expenses & costs for return of Goods, change
of destination or transhipment or changing of delivery mode;
9.5 they will ensure that no Goods which are or may become dangerous,
hazardous, inflammable, noxious, radioactive or damaging or which are or
may become liable to damage any property or Person whatsoever shall be
tendered to Carrier for Services without Carrier s consent in writing. If
any such Goods are tendered without such written consent or required
packaging, marking/labelling or if in the opinion of Carrier the Goods,
whether pre-declared or not, are or are liable to become dangerous or
hazardous or damaging, then no liability to Carrier will attach and the
Goods may at any time be destroyed, disposed of, abandoned, or rendered
harmless without compensation to Merchant and without prejudice to
Carrier s right to Freight & Charges and indemnity;
9.6 they will be liable by way of example
and not by limitation for any direct or indirect loss, damage, delay,
contamination, soiling, pollution, detention or demurrage, of whatsoever
nature to or of:
(i) the environment, or any property or Goods whatsoever (including but not
limited to Containers) of Carrier or of the Service Providers or of any
Person, or
(ii) for death or injury to any Person, caused by any act or error or
omission of Merchant or any Person acting on their behalf or for which
Merchant is otherwise responsible and whether such events arose or
occurred before or during or after the Services;
9.7.1 it is Merchant s sole responsibility and Merchant must provide to
Carrier, electronically or by any means as mutually agreed, the Verified
Gross Mass (VGM) of each Container prior to the deadline stipulated by
Carrier for submission (VGM cut off time). If VGM is not provided in time
by the Merchant, Carrier shall be under no obligation to commence or
continue Services for that Container;
9.7.2 Carrier may store, re-weigh or return the Container to the Merchant
at Carrier s discretion and at Merchant s cost, if VGM is not so provided.
10) PROVISION AND STUFFING OF CONTAINERS The Merchant warrants and agrees
that:
10.1 without prejudice to any other rights and remedies, this Bill shall
govern the responsibility and liability of Carrier and Merchant in
connection with or arising from the supply or use of a Container to or from
and by Merchant and for Merchant supplied Containers whether supplied or
kept or used prior or during or subsequent to Services;
10.2 unless prior written agreement is given by Carrier and any additional
freight has been paid or agreed to be paid, Carrier is under no obligation
to provide a Container of any particular type or quality; 10.3 unless
otherwise confirmed by Merchant and agreed by Carrier in writing, the Goods
are not temperature sensitive and do not require any special Containers,
handling, storage, stowage, care or facilities; 10.4 Goods may be Stuffed
by Carrier in or on Containers and Goods may be Stuffed with other goods of
whatsoever nature;
10.5 Carrier or Service Provider can palletise any un-palletised Goods, or
breakdown pallets, skids or the like and any and all Goods or pallets and
the like can be stacked upon unless prior to receipt of the Goods Carrier
has agreed in writing with Merchant that the Goods will not be so stacked
and that any Charges arising from such agreement are paid;
10.6 if a Container has been Stuffed by or on behalf of Merchant then
Carrier is not liable for any loss of or damage or delay to the Goods
caused by:
(i) the way the Container has been Stuffed; or
(ii) the unsuitability of or the defective condition of the Goods or their
preparation for the Services or
(iii) the unsuitability or defective condition of the Container or the
incorrect setting of any refrigeration controls, humidity or ventilation
settings; except if the Container is supplied by or on behalf of Carrier,
then if such Container s condition or incorrect settings were not
apparent upon proven diligence and inspection by the Merchant at or prior
to Stuffing, then exclusion 10.6(iii) does not apply; or
(iv) Stuffing Goods that are not at the correct temperature for carriage; or
(v) inadequate or absence or incorrect supply of Merchant s information or
instructions;
10.7
(i) Container must be delivered to Carrier with an intact high-security
seal in place and photographic evidence of the seal number will be
provided to Carrier, except where Carrier has given written agreement to
seal the Container. In the event the Container is not so sealed by
Merchant, Carrier reserves the right to return the Container to Merchant
for resealing or to affix a seal, all at Merchant s cost.
(ii) Carrier has no liability for damage or loss of Goods
(a) in absence of such evidence, or
(b) where any loss or discrepancy to Merchant s seal is evidenced prior to
or after Carrier s care, custody or control, or
(c) seal is intact on delivery to consignee.
10.8 Provided due diligence is exercised by Carrier to determine that
Containers provided by them are in good working order prior to release to
Merchant, Carrier has no liability for any delay, loss of or damage to the
Goods directly or indirectly arising from any functioning or
non-functioning of the Container or the temperature variant or humidity
machinery or controls, insulation, or any apparatus of the Container
(including but not limited to defects, derangement, breakdown or stoppage).
10.9
(i) Notwithstanding any particulars in this Bill, Carrier does not
guarantee the maintenance of the temperature or humidity within a
refrigerated or special Container irrespective of whether the Container
is Stuffed or the temperature is set by Merchant or Carrier.
(ii) Further, Carrier has no liability whatsoever if refrigerated Goods are
carried in a range of plus or minus 2.5 degrees C (or Fahrenheit
equivalent) from any temperature specified on the reverse side hereof.
10.10 Carrier is only liable for loss of or damage to Merchant supplied
Container if caused by Carrier s negligence. Carrier s liability in this
respect is limited to the market value at the time of such loss or damage
or reasonable cost of repair of the Container, subject to deductions for
betterment and fair wear and tear or 2 US$ per kilo of tare weight,
whichever is least.
10.11 In no circumstances whatsoever will any property in, or lien or other
rights in respect of any Container supplied by or on behalf of Carrier be
transferred to Merchant or any Person.
10.12 Any Container supplied by or on behalf of Carrier must be returned
empty & clean and in accordance with Carrier s instructions and in the same
condition as received, failing which Merchant shall pay demurrage at the
applicable rate & any additional costs of whatsoever nature occasioned by
or related to such failure.
11) INSPECTION OF GOODS Carrier or any Person authorized by Carrier shall be
entitled, but not obliged, to open any Container or Package at any time and
to inspect the Goods and at their sole discretion take whatever action that
they deem necessary in relation to the Goods or Services. If Carrier
exercises such liberty or if done by order of any government or other
authority at any place, Carrier will not be liable for any loss or damage or
delay incurred as a result. Merchant will be responsible for all Charges
resulting from such inspection.
12) MATTERS AFFECTING PERFORMANCE
12.1 If at any time the Services are or are likely to be affected by any
hindrance, risk, delay, difficulty or disadvantage of any kind (including
but not limited to the Goods condition, or late collection/delivery or
abandonment or breach of clause 9, by the Merchant) whenever and howsoever
arising and whether due to Force
the Services have commenced, Carrier may at its sole discretion and without
prior notice to Merchant:
12.1.1 carry the Goods to the port of discharge or place of delivery or by
an alternative route to that indicated on the reverse side hereof or that
which is usual for Goods consigned to that port of discharge or place of
delivery; or
12.1.2 suspend the Services (but otherwise not the contract) and store
Goods ashore or afloat and endeavour to conclude delivery when reasonably
possible, or
12.1.3 abandon the Services and/or reject the Goods and where reasonably
possible place the Goods or any part of them at Merchant s disposal at any
place that Carrier may deem safe and convenient, whereupon the
responsibility and any liability of Carrier in respect of such Goods and
Services shall cease. 12.2 Without prejudice to any rights or remedies
available to Carrier in accordance with this clause 12, Carrier is
entitled to continue the Services.
12.3 In any event Merchant shall pay in full existing Freight & Charges and
any additional Freight & Charges arising from or connected to any liberties
of clause 12 exercised by the Carrier.
12.4 Carrier s responsibility for Goods shall cease on delivery or other
disposition of the Goods in accordance with 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.
13) METHODS AND ROUTE OF TRANSPORTATION
13.1 Carrier may at any time and without notice to Merchant and
notwithstanding any named ports or routes on the reverse side hereof:
13.1.1 use any means or modes of transport or storage whatsoever;
13.1.2 load or carry the Goods on any Vessel whether named on the reverse
hereof or not, or by any other means of transport whatsoever;
13.1.3 transfer at any stopping place the Goods from or to a conveyance or
Container for transhipping/ transloading; or load, unload or store the
Goods at any place or port or forward the same in any manner whatsoever,
whether scheduled or not;
13.1.4 proceed at any speed, route, place or port at Carrier s discretion
whether or not by the nearest or most direct or customary or scheduled
route and proceed to or stay at any place whatsoever and whenever in any
order;
13.1.5 comply with any orders, directions, or recommendations given by or
from
(i) any Person acting or purporting to act as or on behalf of a government
or authority or having such authority; or
(ii) Service Providers or Persons , contractual authority;
13.1.6 proceed with or without pilots, to tow or be towed or to be
dry-docked;
13.1.7 carry Livestock, explosives, munitions, dangerous or hazardous Goods
or lawful Goods of any and all kinds.
13.2
(i) The liberties set out in 13.1 may be invoked by Carrier for any
purposes whatsoever and whether or not connected with the Services.
(ii) Anything done in accordance with 13.1 or any delay arising therefrom
shall be deemed to be within the contractual carriage/Services and
Merchant agrees and warrants that such liberties shall not be a
deviation of whatsoever nature or degree and Carrier shall be entitled
to full Charges and Freight incurred therefrom and to all Defences.
14) MERCHANT INDEMNITY Without limiting Merchant s other indemnity
obligations herein, Merchant agrees to fully indemnify and hold harmless
Carrier against all claims or liabilities or damages or costs or expenses or
duties, taxes or fines or penalties or imposts and any demands or charges or
fees (including but not limited to attorneys fees) or expenses, of
whatsoever kind, nature or amount and whether direct or indirect, arising or
in connection with and without limitation from:
(i) any Merchant s breach of any applicable law or obligation or contract
or undertaking or warranty or guarantee or representation or any
provision of this Bill including but not limited to any resultant loss or
damage or delay to any property whatsoever or the environment, or death
or injury, or
(ii) any cause whatsoever for which Carrier is not responsible or liable, or
(iii) any liability whatsoever which exceeds Carrier s liability under this
Bill, or
(iv) related to Services for Livestock, or (v) any act or error or omission
whatsoever of Merchant.
15) DECK CARGO AND LIVESTOCK
15.1 Goods, containerised or not, may be carried on or under deck without
notice to Merchant and Carrier will not be required to note on the Bill any
statement of on-deck carriage. Merchant agrees and warrants that stowage on
deck will not be a deviation of whatsoever nature or degree. Subject to
15.2 below, all Goods whether carried on or under deck will be deemed to be
within the definition of goods for the purposes of this Bill or the Hague
Rules or any legislation making such Rules or the Hague-Visby Rules or
COGSA compulsorily applicable and shall participate in general average.
15.2 Goods, not being Goods Stuffed in or on Containers other than open
flats or pallets which are stated on the front of this Bill to be carried
on deck and which are so carried and in addition all Livestock whether in
Containers or not and carried on deck or under deck, are carried without
responsibility on the part of Carrier for loss or damage or delay of
whatsoever nature arising:
(i)(a) during carriage by sea or inland waterway, and
(i)(b) whether caused by unseaworthiness or not or
(ii) from negligence of any kind or
(iii) from any other cause whatsoever.
16) NOTIFICATION AND DELIVERY CLAUSE
16.1 Any mention in this Bill of parties to be notified of arrival of Goods
is solely for information purposes. Carrier has no liability whatsoever
for any failure to provide such notification and such failure shall not
relieve Merchant of any obligations hereunder.
16.2 Merchant shall ensure that they take immediate delivery of Goods
(i) as notified to the Merchant by the Carrier or
(ii) in the absence of such notice on Vessel s discharge or at delivery
point shown on reverse hereof.
16.3 If Merchant fails to take delivery of Goods in accordance with clause
16.2 Carrier may without notice remove the Goods from the Container or
Vessel and store the Goods ashore, afloat, in the open or under cover, at
the sole risk and expense of Merchant. Such storage constitutes due
delivery hereunder and thereupon all liability and responsibility
whatsoever of Carrier ceases.
16.4 Merchant s attention is drawn to the expiry of free storage time and
Merchant s liability for demurrage costs contained in Carrier s tariff and
herein.
16.5 Once free time has expired, the Goods will be stored at the sole risk
and expense (including but not limited to demurrage and storage) of
Merchant. However, if Carrier believes that the Goods are likely to
deteriorate, decay, lose value or incur Charges in excess of their value,
Carrier may without notice to Merchant and without prejudice to any other
rights or remedies, publicly or privately sell or dispose of the Goods and
apply the proceeds to the Freight and any Charges.
17) BOTH-TO-BLAME COLLISION
17.1 If the Vessel comes into collision with another ship due to the
negligence of the other ship and any act or neglect of the Carrier in the
navigation or management of the Vessel, and Merchant receives compensation
or damages paid or payable by the other non-carrying ship for any loss,
damage or any claim whatsoever for the Goods or Services, the Merchant
shall indemnify & hold harmless Carrier for any such compensation/damages
to the extent the non-carrying ship seeks to set off, recoup or recover
this from the Vessel or Carrier.
17.2 The provisions of 17.1 will also apply where the owners, operators or
those in charge of any ship or ships or objects other than or in addition
to the colliding ships or objects, are at fault in respect of a collision
or contact.
18) GENERAL AVERAGE
18.1 Carrier may declare General Average (GA) at any place and GA is
adjustable according to the current version of York-Antwerp Rules or as
stated in the Service Provider s terms and conditions, at the option of
Carrier. Merchant agrees and warrants that they shall provide any GA
security as required by Carrier and shall jointly and severally contribute
with the Service Provider in GA to the payment of any sacrifices, losses or
expenses of a GA nature that may be made or incurred and shall pay salvage
and any other charges incurred in respect of the Goods.
18.2 If a salving ship is owned or operated by Carrier or Service Provider,
salvage shall be paid as if the said salving ship or ships belonged to
strangers. Such deposit as Carrier or Service Provider may deem sufficient
to cover the estimated contribution of the Goods and any salvage and
special charges thereon shall be paid by Merchant to Carrier before
delivery.
18.3 Merchant and the Goods must contribute to the payment of any
sacrifices, losses or expenses of a GA nature that may be made or incurred
and shall pay salvage and special charges incurred in respect of the Goods
in the event of accident, danger, damage or disaster before or after the
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. 18.4 Carrier
shall be under no obligation to take any steps whatsoever to collect
security for GA or salvage contributions due from Merchant.
19) FREIGHT AND CHARGES
19.1 Freight & Charges are irrevocably earned, and fully payable by Merchant
and non-returnable in any event irrespective whether prepaid, collect or
otherwise or whether Goods lost, damaged or delayed.
19.2 Freight & Charges are calculated from particulars furnished by
Merchant. Carrier is entitled to production of the commercial invoice and
packing list for the Goods or true copies thereof and to inspect, reweigh,
remeasure and revalue the Goods. If the particulars are incorrect, Merchant
shall pay Carrier the correct Freight & Charges (credit given for the
Freight & Charges charged) and any costs incurred in establishing the
correct particulars.
19.3 Irrespective of what is used to calculate any Freight or Charges, any
Freight or Charges are to be considered for Carrier s liability purposes as
lump sum .
19.4 All Freight & Charges must be paid without any set off, counterclaim,
or deduction.
19.5 With regards to any payment to any Person by Merchant in respect of any
sums due to Carrier, such Person shall be considered the exclusive agent of
Merchant for all purposes and any payment to such Person shall not be
considered payment to Carrier. Failure of such Person to promptly pay any
part of the Freight or Charges to Carrier shall be considered a default by
Merchant in the payment of the Freight or Charges.
19.6 Should the Merchant fail to make timely payment of any Freight or
Charges, Merchant shall be liable to Carrier for all costs and expenses of
recovery of such sums from Merchant plus attorneys fees, plus the higher
of 6% interest or the available commercial interest rate in the country of
recovery calculated from the due date of such sums.
20) LIEN Carrier shall have a particular and general lien on any documents or
Goods for all and any unpaid past or present sums whatsoever that are
payable by Merchant to the Carrier in accordance with Services and for GA
and salvage contributions to whomsoever due. Carrier can at their option
hold Goods or sell the Goods at public or private sale without notice to
Merchant to satisfy the lien in whole or in part. If the proceeds of sale
less any sale costs and expenses including without limitation attorneys
fees fail to cover the amount due, then Carrier is entitled to recover any
deficit from Merchant.
21) VARIATION OF THE CONTRACT No amendment or waiver of or departure from any
provision of this Bill shall be valid against Carrier unless such waiver or
variation or departure is specifically authorised in writing by a director
or officer of Carrier with actual authority to do so. Such waivers or
consents by Carrier are not continuous and shall only be effective in the
specific instances and purposes for which they are given.
22) PARTIAL INVALIDITY If any provision of this Bill, in whole or in part, is
held to be unenforceable by any court or Person so empowered, such
unenforceability will attach only to such provision or part. Such holding
will not affect the enforceability of the remaining provision or part.
23) GOVERNING LAW AND JURISDICTION The Merchant and Carrier warrant and agree
that all disputes whatsoever arising from or connected to the Bill or
Services are subject to the following: 23.1 For Services in or shipments to
or from United States:
23.1.1 US law, without regard to conflicts of law, exclusively governs,
construes and enforces all of the rights and duties of the parties directly
or indirectly arising from or relating in any way to this Bill, the
Services, or the relationship of the parties.
23.1.2
(i) Any and all disputes under this Bill howsoever arising or actioned and
whether stated in contract or tort or otherwise, must be exclusively
brought before the U.S. District Court for the Southern District of New
York and without regard to its conflict of laws rules.
(ii) The parties waive their respective rights to a jury trial.
23.2 Services provided in or shipments to or from places other than the
United States:
23.2.1 English law exclusively governs, construes and enforces all disputes
and all rights and duties of the parties directly or indirectly arising
from or relating in any way to this Bill, the Services or the relationship
of the parties.
23.2.2 Any and all actions or disputes based on breach of contract, tort or
otherwise must be brought exclusively before the High Court of Justice in
London.
23.3 Without prejudice to clauses 23.1 and 23.2, Carrier at its option will
be entitled to enforce any claim against Merchant in any jurisdiction and
in accordance with the law of that jurisdiction, in which Merchant has
assets or is habitually resident.
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