Jodphur Business Ventures
Marbell Group House
39A Unity Road, Off Mobolaji bank Anthony Way
Ikeja, Lagos, Nigeria.
Ph: +234 1 342 6977
TERMS & CONDITIONS OF MULTIMODAL TRANSPORT BILL OF LADING
“Carriage” means the whole or any part of the carriage, loading, unloading, storing, warehousing, handling, and any and all other services whatsoever undertaken by the Carrier in relation to the Goods.
"Carrier" means Jodphur Business Ventures Ltd., on whose behalf this Bill of Lading has been signed.
"Container" includes any container including an open top container, flat rack, platform, trailer, transportable tank, lift van, pallet, or any similar article of transport and any connected equipment used to consolidate goods.
“Freight” includes all charges payable to the Carrier in accordance with the applicable Tariff above or otherwise provided electronically and this bill of lading.
"Goods" mean the cargo described on the face of this Bill of Lading and, if the cargo is packed into container(s) supplied or furnished by or on behalf of the Merchant, include the container(s) as well.
“Hague Rules” means the provisions of the International Convention for the Unification of Certain Rules relating to Bills of Lading signed at Brussels on 25th August 1924 and includes the amendments by the
Protocol signed at Brussels on 23rd February 1968, but only if such amendments are compulsorily applicable to this bill of lading. It is expressly provided that nothing in this bill of lading shall be construed as contractually applying the said Rules as amended by said Protocol.
“Holder” means any Person for the time being in possession of this bill of lading to or in whom rights of suit and/or liability under this bill of lading have been transferred or vested.
"Merchant" means and includes the shipper, the consignee, the receiver, the holder of this bill of lading, the owner of the Goods or person entitled to the possession of the Goods and the servants or agents acting on behalf of any of these including, but not limited to, freight forwarders, and their principals, all of whom shall be jointly and severally liable to the Carrier for the payment of all Charges, and for the performance of the obligations of any of them under this bill of lading.
“Multimodal Transport” arises if the Place of Receipt and/or the Place of Delivery are indicated on the reverse hereon in the relevant spaces.
“Ocean Transport” means the same as Port-to-Port Shipment.
"Package" is the largest individual unit of partially or completely covered or contained cargo made up by or for the Shipper which is delivered and entrusted to Carrier, including palletized units and each container stuffed and sealed by the Shipper or on its behalf, although the Shipper may have furnished a description of the contents of such sealed container on this bill of lading.
“Person” includes an individual, corporation, or other legal entity.
“Port-to-Port Shipment” arises when the Carriage is not Multimodal.
“Subcontractor” includes owners, charterers, operators of vessels, stevedores, terminal and groupage operators, road and rail transport operators, warehousement and any independent contractors employed by the Carrier performing the Carriage or whose services or equipment have been used for the Carriage and any direct or indirect Subcontractors, servants and agents thereof whether in direct contractual privity “Terms and Conditions” means all terms, rights, defenses, provisions, conditions, exceptions, limitations, and liberties hereof.
“US COGSA” means the US Carriage of Goods by Sea Act 1936.
“Vessel” means any water borne craft used in the Carriage under this Bill of Lading which may be a feeder vessel or an ocean vessel
2. CARRIER’S TARIFF
The terms and conditions of the Carrier’s applicable Tariff detailed above are incorporated herein. Attention is drawn to the terms therein relating to free storage time and to container and vehicle demurrage or detention.. In the case of any inconsistency between this bill of lading and the applicable Tariff, the Tariff shall prevail. In agreeing to these Terms and Conditions, the Merchant warrants that he is, or has the authority to contract on behalf of, the Person or Persons owning or entitled to possession of the Goods and this bill of lading and is therefore liable for any and all Freight in connection with the Goods.
4.1 The Carrier shall be entitled to subcontract on any terms the whole or any part of the Carriage of the goods. It is hereby agreed that a) No Subcontractor, agent, or servant shall in any circumstances whatsoever be under any liability whatsoever to the Merchant for any loss, damage or delay of any kind arising or resulting directly or indirectly from any act, neglect or default on the Subcontractor, agent or servant’s part while acting in the course of or in connection with the Goods or the Carriage of the Goods. b) (i)The Merchant undertakes that no claim or allegation whether arising in contract, bailment, tort or otherwise shall be made against any servant, agent, or Subcontractor of the Carrier which imposes or attempts to impose upon any of them or any vessel owned or chartered by any of them any liability whatsoever in connection with the Goods or the Carriage of the Goods whether or not arising out of negligence on the part of such Person. The Subcontractor, agent, or servant shall also be entitled to enforce the foregoing covenant against the Merchant; (ii) and, if any such claim or allegation should nevertheless be made to indemnify the Carrier against all consequences thereof. c) Without prejudice to the generality of the foregoing provisions of this clause, every exemption, limitation, condition and liberty contained herein (other than Art III rule 8 of the Hague Rules) and every right, exemption from liability, defense and immunity of whatsoever nature applicable to the Carrier or to which the Carrier is entitled hereunder including the right to enforce any jurisdiction provision contained herein (clause 26) shall also be available and extend to every such Subcontractor, agent or servant, who shall be entitled to enforce the same against the Merchant.
4.2 The provisions of clause 4.1(c) including but not limited to the undertaking of the Merchant contained therein, shall extend to all claims or allegations of whatsoever nature against other Persons chartering space on the carrying vessel.
4.3 The Merchant further undertakes that no claim or allegation in respect of the Goods shall be made against the Carrier by any Person other than in accordance with the Terms and Conditions of this bill of lading which imposes or attempts to impose upon the Carrier any liability whatsoever in connection with the Goods or the Carriage of the Goods, whether or not arising out of negligence on the part of the Carrier, and if any such claim or allegation should nevertheless be made, to indemnify the Carrier against all consequences thereof.
5. CARRIER’S RESPONSIBILITY: PORT-TO-PORT SHIPMENT
5.1 Where the Carriage is Port-to-Port, then the liability of the Carrier for loss or damage to the Goods occurring between the time of loading at the Port of loading and the time of discharge at the Port of Discharge shall be determined in accordance with any national law making the Hague Rules compulsorily applicable to this bill of lading, or in the case of shipments to or from the United States shall be determined in accordance with the Hague Rules Articles 1-8.
5.2 The Carrier shall have no liability whatsoever for any loss or damage to the Goods while in its actual or constructive possession before loading or after discharge, howsoever caused. Notwithstanding the above, to the extent any applicable compulsory law provides to the contrary, the Carrier shall have the benefit of every right, defense, limitation and liberty in the Hague Rules as applied by clause 5.1 during such additional compulsory period of responsibility, notwithstanding that the loss or damage did not occur
5.3 Where US COGSA applies then the provisions stated in the said Act shall govern during Carriage to or from a container yard or container freight station at the Port of Loading before loading on the vessel or at the Port of Discharge before delivery to the inland carrier. If the Carrier is requested by the Merchant to procure Carriage by an inland carrier in the United States of America and the inland carrier in his discretion agrees to do so, such carriage shall be procured by the Carrier as agent only to the Merchant and Carrier shall have no liability for such carriage or the acts or omissions of such inland carrier.
5.4 In the event that the Merchant requests the Carrier to deliver the Goods: a) at a port other than the Port of Discharge; or b) at a place of delivery instead of the Port of Discharge, and the Carrier in its absolute discretion agrees to such request, such further Carriage will be undertaken on the basis that the Terms and Conditions of this bill of lading are to apply to such Carriage as if the ultimate destination agreed with the Merchant had been entered on the reverse side of this bill of lading as the Port of Discharge or Place of Delivery.
6. CARRIER’S RESPONSIBILITY: MULTIMODAL TRANSPORT
Where the Carriage is Multimodal Transport, the Carrier undertakes to perform and/or in his own name to procure performance of the Carriage from the Place of Receipt or the Port of Loading whichever is applicable, to the Port of Discharge or the Place of Delivery, whichever is applicable. The Carrier shall have no liability whatsoever for loss or damage to the Goods occurring before or after the applicable points, and, the Carrier shall be liable for loss or damage occurring during the Carriage only to the extent
6.1 Where the stage of Carriage where loss or damage occurred is not known, (a) The Carrier shall be relieved of liability for any loss or damage where such loss or damage was (i) an act or omission of the Merchant or Person acting on behalf of the Merchant other than the Carrier, his servant, agent or Subcontractor, (ii) compliance with instructions of any Person entitled to give them, (iii) insufficient or defective condition of packing or marks, (iv) handling, loading, stowage or unloading of the Goods by the Merchant or any person acting on his (v) inherent vice of the Goods, (vi) strike, lock out, stoppage or restraint of labor, from whatever cause whether partial or general, with a (viii) any cause or event which the Carrier could not avoid and the consequences whereof he could not prevent by the exercise of reasonable diligence. (b) The burden of proof that the loss or damage was due to a cause(s) or event(s) specified in clause 6.1 shall rest on the Carrier, but if there is any evidence the loss or damage is attributable to one or more cause or event and to specified in clause 6.1(a)(iii), (iv), or (v), it shall be presumed that it was so caused and the merchant shall however be entitled to prove that a loss or damage was not in fact caused either wholly or partly by one or more of these causes or events.
6.2 Where the stage of Carriage and where the loss or damage occurred is known, subject to clause 18, the liability of the carrier in respect of such loss or damage shall be determined: (a) For shipments to or from the United States of America (i) by the provisions of US COGSA if the loss or damage occurred during a carriage by sea any waterborne Carriage in the U.S. or carriage to or from a container yard or container freight station at port of loading before loading that will be carrying vessels were at the port of discharge before delivery to the inland carrier and (ii) if the loss or damage occurred during any inland carriage in the U.S. in accordance with which ever imposes a lesser liability on the Carrier between either the contract of carriage or tariff of the inland carrier in whose custody the loss of damage the occurred or the provisions of U.S. COGSA.
(b) Where Clause 6.2(a) does not apply, by the provisions contained in any international convention or national wall which provides: (i) cannot be deported from buy private contract to the detriment of the Merchant, and (ii) would it have applied if the merchant had made a separate indirect contract with the Carrier and respect of the particular stage of the carriage during which the loss or damage occurred and received as evidence pair of any particular document which must be issued if such international convention or national law shall apply; or
(c) Where neither clause 6.2(a) nor (b) applies then (i) by the Hague Rules Articles 1-8 if the loss or damage is known to have occurred during Carriage by sea or waterborne carriage not in the U.S.; and (ii) if the loss or damage occurred during get any inland carriage not in the U.S., In accordance with the contract of carriage or tariffs of any inland carrier in his custody the loss or damage occurred or in accordance clauses 6.1 and 7.2(c), which ever imposes lesser liability on the Carrier.
6.4 If the Merchant requests, and the Carrier agrees to amend the Place of Delivery, such amended Carriage will be undertaken on the basis that the Terms and Conditions of this bill of lading are to apply until the goods are delivered to the merchant at such amended Place of Delivery.
6.5 Where consignment of the Goods is on a direct and not “to order” basis, the Carrier has full discretion to release the Goods to the consignee or its nominee without collecting an original bill of lading.
7. COMPENSATION AND LIMITATION OF LIABILITY
7.1 Subject always to the Carrier’s right to limit liability as provided for herein, if the Carrier is liable for compensation in respect of loss of or damage to the Goods, such compensation shall be calculated by reference to the value of the Goods plus Freight and insurance if paid. The value of the Goods shall be determined with reference to the commercial invoice, customs declaration, any prevailing market price (at the place and time they are delivered or should have been delivered), production price or reasonable value of Goods of the same kind and/or quality.
7.2 Save as is provided in clause 7.3:
(a) If the Hague Rules apply as national law, by virtue of clause 5.1 or clause 6.2(b) of the Carrier’s liability shall in no event exceed the amounts provided in the applicable national law and if the Hague Rules apply under clauses 5.1 or 6.2(c), the Carrier’s liability shall in no event exceed GBP 100 per (b) For shipments to or from the U.S., the liability of the Carrier and/or Vessel shall not exceed US$500 per package or customary freight unit, or any lesser limitation afforded per Clause 6.2(a)(ii). (c) In all other cases, compensation shall not exceed 2 SDR per kilo of gross weight of the Goods lost or
7.3 The Merchant agrees and acknowledges that the Carrier has no knowledge of the value of the Goods, and higher compensation that that provided for in this bill of lading may be claimed only when, with the consent of the Carrier, (i) for multimodal shipments from the U.S. where U.S. inland carriage is undertaken, the Merchant elects to avoid any liability limitation provided herein by prepaying extra freight and opting for full liability under the Carmack Amendment by complying with the terms in Carrier’s Tariff; and (ii) in all other cases, the Merchant declares and the Carrier states the value of the Goods declared by the Merchant upon delivery to the Carrier has been stated in the box marked “Declared Value” on the reverse of this bill of lading and extra freight is pre-paid. In that case, the amount of the declared value shall be substituted for the limits laid down in this bill of lading, and any partial loss or damage shall be adjusted pro rata on the basis of such declared value.
7.4 Nothing in this bill of lading shall operate to limit or deprive the Carrier of any statutory protection, defense, exception, or limitation of liability authorized by any applicable laws, statutes or regulations of any country. The Carrier shall have the benefit of the said laws, statutes or regulations as if it were the owner of any carrying ship or vessel.
8.1 The Carrier does not undertake that the Goods or any documents relating thereto shall arrive or be available at any point or place at any stage during the Carriage or at the Port of Discharge or the Place of Delivery at any particular time or to meet any particular requirement of any license, permission, sale contract, or credit of the Merchant or any market or use of the Goods and the Carrier shall under no circumstances whatsoever and howsoever arising be liable for any direct, indirect, or consequential loss or damage caused by delay. If the Carrier should nevertheless be held legally liable for any such direct or indirect or consequential loss or damage caused by such alleged delay, such liability shall in no event exceed the Freight paid for the Carriage.
8.2 Save as is otherwise provided herein, the Carrier shall under no circumstances be liable for direct or indirect or consequential loss or damage arising from any other cause whatsoever or for loss of profits.
8.3 Once the Goods have been received by the Carrier for Carriage the Merchant shall not be entitled neither to impede, delay, suspend or stop or otherwise interfere with the Carrier's intended manner of performance of the Carriage or the exercise of the liberties conferred by this bill of lading nor to instruct or require delivery of the Goods at other than the Port of Discharge or Place of Delivery named on the reverse hereof or such other Port or Place selected by the Carrier in the exercise of the liberties herein for any reason whatsoever including but not limited to the exercise of any right of stoppage in transit conferred by the Merchant's contract of sale or otherwise. The Merchant shall indemnify the Carrier against all claims, liabilities, loss, damages, costs delay, attorney fees and/or expenses caused to the Carrier, his Subcontractors, servants or agents or to any other cargo or to the owner of such cargo during the Carriage arising or resulting from any stoppage whether temporary or permanent in the Carriage of the Goods whether at the request if the Merchant, or in consequence of any breach by the Merchant of this clause, on in consequence of any dispute whatsoever in respect of the Goods including, but without restriction, disputes as to ownership, title, quality or description of and/or payment for the Goods involving any one or more party defined herein as the Merchant as between themselves or with any third party other than the Carrier and the liberties provided for in clauses 19 and 20 shall be available to the Carrier in the event of such stoppage.
8.4 The Terms and Conditions of this bill of lading shall govern the responsibility of the Carrier in connection with or arising out of the supplying of a Container to the Merchant whether before, during or
9. NOTICE OF LOSS, TIME BAR
Unless notice of loss or damage and the general nature of such loss or damage be given in writing to the Carrier or his agents at the Place of Delivery (or Port of Discharge if no Place of Delivery is named on the reverse hereof) before or at the time of removal of the Goods into the custody of the Merchant or if the loss or damage is not apparent within three days thereafter, such removal shall be prima facie evidence of the delivery by the Carrier of the Goods as described in this bill of lading. In any event, the Carrier shall be discharged from all liability whatsoever in respect of the Goods unless suit is brought within one year after their delivery or the date when they should have been delivered.
10. APPLICATION OF TERMS AND CONDITIONS
The Terms and Conditions of whatever nature provided for in this bill of lading shall apply in any action against the Carrier for any loss or damage whatsoever (and, howsoever occurring and without restricting the generality of the foregoing, including delay, late delivery and/or delivery without surrender of this bill of lading) and whether the action be founded in contract, bailment or in tort and even if the loss or damage arose as a result of unseaworthiness, negligence or fundamental breach of contract.
11. SHIPPER-PACKED CONTAINERS, BOXES OR CRATES
if a container, crate or box has not been packed by the Carrier:
11.1 This bill of lading shall be a receipt only for such a Container
11.2 The Carrier shall not be liable for loss of or damage to the contents and the Merchant shall indemnify the Carrier against any injury, loss, damage, liability or expense whatsoever incurred by the Carrier if such loss of or damage to the contents and or such injury, loss, damage, liability or expense has been caused by all matters beyond his control including inter alia without prejudice to the generality of this a) the manner in which the Container has been packed; or b) the unsuitability of the Goods for carriage in Containers; or c) the incorrect setting of any thermostatic, ventilations, or other special controls thereof; or d) the unsuitability or defective condition of the Container provided that, if the Container has been supplied by the Carrier this unsuitability or defective condition could have been apparent upon reasonable inspection by the Merchant at or prior to the time the Container was packed.
11.3 The Merchant is responsible for the packing and sealing of all shipper packed Containers and, if a shipper packed Container is delivered by the Carrier with any original seal intact, the Carrier shall not be liable for any shortage of Goods ascertained at delivery.
11.4 The Shipper shall inspect Containers before packing them and the use of Containers shall be prima facie evidence of their being sounds and suitable for use.
12. PERISHABLE CARGO
12.1 Goods, including Goods of a perishable nature, shall be carried in ordinary Containers without special protection, services or other measure unless there is noted on the reverse side of this bill of lading that the Goods will be carried in a refrigerated, heated, electronically ventilated or otherwise specifically equipped Container or are to receive special attention in any way. The Merchant undertakes not to tender for Carriage any Goods which require refrigeration, ventilation or any other specialized attention without giving written notice of their nature and the required temperature or other setting of the thermostatic ventilation or other special controls to the Carrier. If the above requirements are not complied with the Carrier shall not be liable for any loss of or damage to the Goods howsoever arising.
12.2 The Merchant should note that refrigerated Containers are not designed (a) to freeze down cargo which has not been presented for stuffing at or below its designated carrying temperature and the Carrier shall not be responsible for the consequences of cargo being presented at a higher temperature than that required for the Carriage, nor (b) to monitor and control humidity levels, albeit a setting facility exists, in that humidity is influenced by many external factors and the Carrier does not guarantee the maintenance of any intended level of humidity inside any Container 12.3 The term "apparent good order and condition" when used in this bill of lading with reference to goods which require refrigeration, ventilation or other specialized attention does not mean that the Goods, when received were verified by the Carrier as being at the carrying temperature, humidity level or other condition designated by the Merchant.
12.4 The Carrier shall not be liable for any loss or damage to the Goods arising from latent defects, derangement, breakdown, defrosting, stoppage of the refrigerating, ventilating or any other specialized machinery, plant, insulation and/or apparatus of the Container, vessel, conveyance, and any other facilities, provided that the Carrier shall before and at the beginning of the Carriage exercise due diligence to maintain the Container supplied by the Carrier in an efficient state.
13. INSPECTION OF GOODS
The Carrier shall be entitled, but under no obligation, to open and/or scan any package or Container at any time and to inspect the contents. If it appears at any time that the Goods cannot safely or properly be carried or carried further, either at all or without incurring any additional expense or taking any measures in relation to the Container or the Goods, the Carrier may without notice to the Merchant (but as his agent only) take any measures and/or incur any reasonable additional expense to carry or to continue the Carriage thereof, and/or sell or dispose of the Goods and/or to abandon the Carriage and/or to store them ashore or afloat, under cover or in the open, at any place, whichever the Carrier in his absolute discretion considers most appropriate, which sale, disposal, abandonment, or storage shall be deemed to constitute due delivery under this bill of lading. The Merchant shall indemnify the Carrier against any reasonable additional expense so incurred. The Carrier in exercising the liberties contained in this clause shall not be under any obligation to take any particular measures and shall not be liable for any loss, delay or damage howsoever arising from any action or lack of action under this clause.
14. DESCRIPTION OF GOODS
14.1 This bill of lading shall be prima facie evidence of the receipt by the Carrier in apparent good order and condition, except as otherwise noted, of the total number of Containers or other packages or units indicated in the box entitled "Carriers Receipt" on the reverse side hereof.
14.2 No representation is made by the Carrier as to the weight, contents, measure, quantity, quality, description, condition, marks, numbers or value of the Goods and the Carrier shall be under no responsibility whatsoever in respect of such description or particulars.
14.3 The Shipper warrants to the Carrier that the particulars relating to the Goods as set out on the reverse hereof have been checked by the Shipper on receipt of this bill of lading and that such particulars, and any other particulars furnished by or on behalf of the Shipper, are adequate and correct. The Shipper also warrants that the Goods are lawful goods, and contain no contraband, drugs, other illegal substances or stowaways, and that the Goods will not cause loss, damage or expense to the Carrier, or to any other cargo during the Carriage.
14.4 If any particulars of any Letter of Credit and/or Import License and/or Sales Contract and/or Invoice or Order number and/or details of any contract to which the Carrier is not a party are shown on the face of this bill of lading, such particulars are included at the sole risk of the Merchant and for his convenience. The Merchant agrees that the inclusion of such particulars shall not be regarded as a declaration of value and in no way increases Carrier's liability under this bill of lading.
15. MERCHANT’S RESPONSIBILITY
15.1 All of the Persons coming within the definition of Merchant in clause 1, including any principal of such Person, shall be jointly and severally liable to the Carrier for the due fulfillment of all obligations undertaken by the Merchant of this bill of lading.
15.2 The Merchant shall be liable for and shall indemnify the Carrier against all loss, damage, delay, fines, attorney fees and/or expenses arising from any breach of any of the warranties in clause 14.3 or from any other cause whatsoever in connection with the Goods for which the Carrier is not responsible.
15.3 The Merchant shall comply with all regulations or requirements of customs, port and other authorities, and shall bear and pay all duties, taxes, fines, imposts, expenses or losses including, without prejudice to the generality of the foregoing Freight for any additional Carriage undertaken, incurred or suffered by reason thereof, or by reason of any illegal, incorrect or insufficient declaration or by reason of any illegal, incorrect or insufficient declaration, marking, numbering or addressing of the Goods, and shall indemnify the Carrier in respect thereof.
15.4 If Containers supplied by or on behalf of the Carrier are unpacked by or for the Merchant, the Merchant is responsible for returning the empty Containers, with interiors clean, odor free and in the same conditions as received, to the point or place designated by the Carrier, within the time prescribed. Should a Containers not be returned in the condition required and/or within the time prescribed in the Tariff, the Merchant shall be liable for any detention, loss or expense incurred as a result thereof.
15.5 Containers released into the care of the Merchant for packing, unpacking or any other purpose whatsoever are at the sole risk of the Merchant until redelivered to the Carrier. The Merchant shall indemnify the Carrier for all loss of and/or damage and/or delay to such Containers. Merchants are deemed to be aware of the dimensions and capacity of any Containers released to them.
16. FREIGHT, EXPENSES, AND FEES
16.1 Full Freight shall be payable based on particulars furnished by or on behalf of the Shipper. The Carrier may at any time open the Goods or Container(s) and, if the Shipper's particulars are incorrect the Merchant and the Goods shall be liable for the correct Freight and any expenses incurred in examining, weighing, measuring, or valuing the Goods.
16.2 Full Freight shall be considered completely earned on receipt of the Goods by the Carrier and shall be paid and is non returnable in any event.
16.3 All sums payable to the Carrier are due on demand and shall be paid in full in United States currency or at the Carrier's option, in its equivalent in the currency of the Port of Loading or of Discharge or the Place of Receipt or of Delivery or as specified in the Carrier's Tariff.
16.4 The Merchant's attention is drawn to the stipulations concerning currency in which the Freight is to be paid, rate of exchange, devaluation, additional insurance premium and other contingencies relative to Freight in the applicable Tariff. In the event of any discrepancy between Freight (incl. charges etc) items in the bill of lading and any Carrier invoices, the later shall prevail.
16.5 All Freight shall be paid without any set-off, counter-claim, deduction or stay of execution at latest before delivery of the Goods.
16.6 If the Merchant fails to pay the Freight when due he shall be liable also for payment of service fee, interest due on any outstanding and/or overdue sum, reasonable attorney fees and expenses incurred in collecting any sums due to the Carrier. Payment of Freight and charges to a freight forwarder, broker or anyone other than the Carrier or its authorized agent, shall not be deemed payment to the Carrier and shall be made at the Merchant's sole risk.
16.7 Despite the acceptance by the Carrier of instructions to collect Freight, duties, fees, demurrage/detention and costs and expenses from the shipper or consignee or any other Person, then, in the absence of evidence of payment (for whatever reason) by such shipper or consignee or other Person when due, the Merchant shall remain responsible for and for the payment of such Freight, duties, fees, demurrage/detention and costs and expenses on receipts of evidence of demand within meaning of
16.8 If the Carrier, at its sole discretion, grants credit on any sums payable to the Carrier, the terms and conditions applicable to any credit (Terms of payment) are available from the Carrier or his authorized agents. The applicable Terms of payment will automatically apply to any granting of credit by the Carrier, unless otherwise agreed by the Carrier.
16.9 If the Merchant fails to collect the cargo at destination within 30 days of arrival, the Carrier is authorized to sell, abandon, or otherwise dispose of the Goods however it sees fit. Said sale, abandonment or other disposal will not relieve the Merchant from the obligation to pay all charges accrued against the Goods. The Carrier shall have a lien on the Goods and any documents relating thereto for all sums payable to the Carrier under this contract and for general average contributions to whomsoever are due. The Carrier shall also have a lien against the Merchant on these or any other Goods shipped by Merchant via the Carrier and any document relating thereto for all sums due by the Merchant to the Carrier under any other contract whether or not related to this Carriage. The Carrier may exercise its lien at any time and any place at its sole discretion, whether the contractual Carriage is completed or not. In any event any lien shall extend to cover the cost of recovering any sums due and for that purpose the Carrier shall have the right to sell the Goods by public auction or private treaty, without notice to the Merchant. The Carrier’s lien shall survive delivery of the Goods.
18. OPTIONAL STOWAGE, DECK CARGO, AND LIVESTOCK
18.1 The Goods may be packed by the Carrier in Containers and consolidated with other goods in 18.2 Goods, whether packed in Containers or not, may be carried on deck or under deck without notice to the Merchant unless on the reverse side hereof it is specifically stipulated that the Containers or Goods will be carried under deck. If carried on deck, the Carrier shall not be required to note, mark, or stamp on the bill of lading any statement of such on deck carriage. Save as provided in clause 18.3, such Goods (except livestock) carried on or under deck and whether or not stated to be carried on deck shall
participate in general average and shall be deemed to be within the definition of goods for the purpose of the Hague Rules or US COGSA and shall be carried subject to such Rules or Act, whichever is
18.3 Goods (not being Goods stowed in Containers other than flats or pallets) which are stated herein to be carried on deck and livestock, whether or not carried on deck, are carried without responsibility on the part of the Carrier for loss or damage of whatsoever nature or delay arising during the Carriage whether caused by unseaworthiness or negligence or any other cause whatsoever and neither the Hague Rules nor US COGSA shall apply.
19. METHODS AND ROUTES OF CARRIAGE
19.1 The Carrier may at any time and without notice to the Merchant: (a) use any means of transport or storage whatsoever; (b) transfer the Goods from one conveyance to another including transshipping or carrying the same on a vessel other than the vessel named on the reverse hereof or by any other means of transport whatsoever and even though transshipment or forwarding of the Goods may not have been contemplated or provided (c) unpack and remove the Goods which have been packed into a Container and forward them via Container or otherwise; (d) sail without pilots, proceed via any route, (whether or not the nearest or most direct or customary or advertised route) at any speed and proceed to, return to, and stay at any port or place whatsoever (including the Port of Loading herein provided) once or more often, and in any order in or out of the route or in a contrary direction to or beyond the Port of Discharge once or more often; (e) load and unload the Goods at any place or port (whether or not any such port is named on the reverse hereof as the Port of Loading or Port of Discharge) and store the Goods at any such port or place; (f) comply with any orders or recommendations given by any government or authority or any Person or body or purporting to act as or on behalf of such government or authority or having under the terms of the insurance on any conveyance employed by the Carrier the right to give orders or directions.
19.2 The liberties set out in clause 19.1 may be invoked by the Carrier for any purpose whatsoever whether or not connected with the Carriage of the Goods, including but not limited to loading or unloading other goods, bunkering or embarking or disembarking any person(s), undergoing repairs and/or dry docking, towing or being towed, assisting other vessels, making trial trips and adjusting instruments. Anything done or not done in accordance with clause 19.1 or any delay arising therefrom shall be deemed to be within the contractual Carriage and shall not be a deviation.
20. MATTERS AFFECTING PERFORMANCE
If at any time Carriage is or is likely to be affected by any hindrance, risk, danger, delay, difficulty or disadvantage of whatsoever kind and howsoever arising which cannot be avoided by the exercise of reasonable endeavors, (even though the circumstances giving rise to such hindrance, risk, danger, delay, difficulty or disadvantage existed at the time this contract was entered into or the Goods were received for Carriage) the Carrier may at this sole discretion and without notice to the Merchant and whether or not the Carriage is commenced either: (a) Carry the Goods to the contracted Port of Discharge or Place of Delivery, whichever is applicable, by an alternative route to that indicated in this bill of lading or that which is usual for Goods consigned to that Port of Discharge or Place of Delivery. If the Carrier elects to invoke the terms of this clause, the, notwithstanding the provisions of paragraph 19 hereof, the Carrier shall be entitled to charge such additional Freight a the Carrier may determine; or (b) Suspend the Carriage of the Goods and store them ashore or afloat upon the Terms and Conditions of this bill of lading and Endeavour to forward them as soon as possible, but the Carrier makes no representations as to the maximum period of suspension. If the Carrier elects to invoke the terms of this clause, then, notwithstanding the provisions of clause 19 hereof, he shall be entitled to charge such additional Freight and Costs as the Carrier may determine; or (c) Abandon the Goods and place them at the Merchant’s disposal at any place or port which the Carrier may deem safe and convenient, whereupon the responsibility of the Carrier in respect of such Goods shall cease. The Carrier shall nevertheless be entitled to full Freight on the Goods received for the Carriage, and the Merchant shall pay any additional costs incurred by reason of the abandonment of the Goods. If the Carrier elects to use an alternative route under clause 20(a) or to suspend the Carriage under clause 20(b) this shall not prejudice his right subsequently to abandon the Carriage.
21. DANGEROUS GOODS
21.1 No Goods which are or which may become of a dangerous, noxious, hazardous, flammable, or damaging nature (including radioactive material), or which are or may become liable to damage any Persons or property, and whether or not so listed in any official or unofficial, international or national code, convention, listing or table shall be tendered to the Carrier for Carriage without previously giving written notice of their nature, character, name, label and classification (if applicable) to the Carrier and obtaining his consent in writing and without distinctly marking the Goods and the Container or other covering on the outside so as to indicate the nature and character of any such Goods and so as to comply with any applicable laws, regulations, or requirements. If any such Goods are delivered to the Carrier without obtaining his consent and/or such marking, or if in the opinion of the Carrier the Goods are or are liable to become of a dangerous, noxious, hazardous, flammable or damaging nature they may at any time or place be unloaded, destroyed, disposed of, abandoned or rendered harmless without compensation to the Merchant and without prejudice to the Carrier’s right to Freight and, the Carrier shall be under no liability to make any general average contribution in respect of such Goods.
21.2 The Merchant warrants that such Goods are packed in a manner adequate to withstand the risks of Carriage having regard to their nature and in compliance with all laws, regulations, or requirements which may be applicable during the Carriage.
21.3 The Merchant shall indemnify the Carrier against all claims, liabilities, loss, damage, delay, costs, fines and/or expenses arising in consequence of the Carriage of such Goods, and/or arising from breach of any of the warranties in clause 21.2 including any steps taken by the Carrier pursuant to clause 21.1 whether or not the Merchant was aware of the nature of such Goods.
21.4 Nothing contained in this clause shall deprive the Carrier of any of his rights provided for elsewhere.
22. NOTIFICATION AND DELIVERY
22.1 Any mention in this bill of lading of parties to be notified of the arrival of the Goods is solely for information of the Carrier. Failure to give such notification shall not involve the Carrier in any liability nor relieve the Merchant of any obligation hereunder.
22.2 The Merchant shall take delivery of the Goods within the time provided for in the Carrier’s applicable Tariff. If the Merchant fails to do so, the Carrier may without notice unpack the Goods if packed in containers and/or store the Goods ashore, afloat, in the open or under cover at the sole risk of the Merchant. Such storage shall constitute due delivery hereunder, and thereupon all liability whatsoever of the Carrier in respect of the Goods or that part thereof shall cease and the costs of such storage shall forthwith upon demand be paid by the Merchant to the Carrier.
22.3 If the Goods are unclaimed within a reasonable time or whenever in the Carrier’s opinion the Goods are likely to deteriorate, decay or become worthless, or incur charges whether for storage or otherwise in excess of their value, the Carrier may at his discretion and without prejudice to any other rights which he may have against the Merchant without notice and without any responsibility attaching to him sell, abandon, or otherwise dispose of the Goods at the sole risk and expense of the Merchant and apply any proceeds of sale in reduction of the sums due to the Carrier from the Merchant in respect of this bill of
22.4 Refusal by the Merchant to take delivery of the Goods in accordance with the terms of this clause and/or to mitigate any loss or damage thereto shall constitute a waiver by the Merchant to the Carrier of any claim whatsoever relating to the Goods or the carriage thereof.
22.5 The Carrier may in his absolute discretion receive the Goods as Full Container Load and deliver them as less than Full Container Load and/or as break bulk cargo and/or deliver the Goods to more than one receiver. In such event the Carrier shall not be liable for any shortage, loss, damage or discrepancies of the Goods, which are found upon the unpacking of the Container.
23. GENERAL AVERAGE AND SALVAGE
23.1 General average is to be adjusted at any port or place at the Carrier’s option and to be settled according to the York-Antwerp Rules 1994, this covering all Goods carried on or under deck. General average on a vessel not operated by the Carrier shall be adjusted according to the requirements of the operator of that vessel.
23.2 Such security including a cash deposit as the Carrier may deem sufficient to cover the estimated contribution of the Goods and any salvage and special charges thereon, shall, if required, be submitted to the Carrier prior to delivery of the Goods. The Carrier shall be under no obligation to exercise any lien for general average contribution due to the Merchant.
23.3 Should the Carrier in its own discretion choose to pose general average and/or salvage security due from cargo interests, the Merchant hereby assigns to the Carrier all his rights in respect of the general average and/or salvage.
23.4 If a salving ship is owned or operated by the Carrier, salvage shall be paid for as fully as if the said salving ship belonged to strangers.
24. VARIATION OF THE CONTRACT
No servant or agent of the Carrier shall have the power to waive or vary any Terms and Conditions of this bill of lading unless such waiver or variation is in writing and specifically authorized or ratified in writing by
25. LAW AND JURISDICTION
Any dispute arising out of or in any way relating to this bill of lading shall be governed by U.S. law, and the United States Federal Court of the Eastern District of Michigan in Washtenaw County is to have exclusive jurisdiction to hear all disputes in respect thereof. Alternatively, at the Carrier’s sole discretion, the Carrier may commence proceedings against the Merchant at a competent court of a place of business of the Merchant.
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