BILL OF LADING TERMS AND CONDITIONS Page1

1. 1. DEFINITIONS (B) Where the stage of Carriage where the loss or damage occurred can be proved: 9. TEMPERATURE CONTROLLED CARGO
“Carrier” means the Company stated on the front of this Bill of Lading as being (i) The liability of the Carrier shall be determined by provisions contained in any (1) The Merchant undertakes not to tender for transportation any Goods which
the Carrier and on whose behalf this Bill of Lading has been signed. international convention or national law of the country which provisions require temperature control without previously giving written notice (and filling in the box
“Merchant” includes the shipper, the consignee, the receiver of the Goods, the (a) cannot be departed from by private contract to the detriment of the Merchant, on the front of this Bill of Lading if this Bill of Lading has been prepared by the Merchant or
holder of this Bill of Lading, any person owning or entitled to the possession of the Goods and a person acting on his behalf) of their nature and particular temperature range to be
or this Bill of Lading, any person having a present or future interest in the goods or any (b) would have applied if the Merchant had made a separate and direct contract maintained and in the case of a temperature controlled Container stuffed by or on behalf of
person acting on behalf of any above mentioned persons. with the Carrier in respect of the particular stage or Carriage where the loss or the Merchant further undertakes that the Container has been properly pre-cooled, that the
“Goods” includes the cargo supplied by the Merchant and includes any Container damage occurred and had received as evidence thereof any particular document Goods have been properly stuffed in the Container and that its thermostatic controls have
not supplied by or on behalf of the Carrier. which must be issued in order to make such international convention or national been properly set by the Merchant before receipt of the Goods by the Carrier.
“Container” includes any container, trailer, transportable tank, lift van flat pallet or law applicable. If the above requirements are not complied with the Carrier shall not be liable for any loss
any similar article of transport used to consolidated goods. (ii) With respect to the transport in the United States of America or in Canada to the of or damage to the Goods caused by such non-compliance.
“Carriage” means the whole of the operations and services undertaken or Port of Loading or from the Port of Discharge, the responsibility of the Carrier (2) The Carrier shall not be liable for any loss of or damage to the Goods arising
performed by on behalf of the Carrier in respect of the Goods. shall be to procure transportation by carrier(s) (one or more) and such from defects, derangement, breakdown, stoppage of: the temperature controlling
“Combined Transport” arises where the carriage called for by the Bill of Lading transportation shall be subject the inland carrier’s contracts or carriage and machinery, plant, insulation or any apparatus of the Container, provided that the Carrier
is not Port to Port Shipment. tariffs any law compulsorily applicable. The Carrier guarantees the fulfilment shall before or at the beginning of the Carriage exercise due diligence to maintain the
“Port to Port Shipment” arises where the Place of Receipt and the Place of of such inland carrier’s obligations under contracts and tariffs. refrigerated Container in an efficient state.
Delivery are not indicated in the front of this Bill of Lading or if both Place of Receipt and (iii) Where neither (i) or (ii) above apply, any liability of the Carrier shall be 10. INSPECTION OF GOODS
the Place of Delivery indicated are ports and the Bill of Lading does not in the nomination determined by 6(3)(A) above. The Carrier or any person authorised by the Carrier shall be entitled, but under no
of the Place of Receipt of the Place of Delivery on the front here of specify any place or (4) GENERAL PROVISIONS obligation, to open any Container or package at any time and to inspect the Goods.
spot within the area of the port so nominated. (A) Delay, Consequential Loss 11. INSPECTION BY AUTHORITIES
“Hague Rules” means the provisions of the international Convention for Save as otherwise provided herein, the Carrier shall under no circumstances be If by order of the authorities at any place, a Container has to be opened for the
Unification of certain Rules relating to Bills of Lading signed at Brussels on 25th August liable for direct, indirect or consequential loss or damage caused by delay or Goods to be inspected, the carrier will not be liable for any loss or damage incurred as a
1924. any other cause whatsoever and howsoever caused, Without prejudice to the result of any opening, unpacking, inspection or re-packing. The Carrier shall be entitled to
“Hague-Visby Rules” means the Hague Rules as amended by the protocol foregoing, if the Carrier is found liable for delay, liability shall be limited the recover the cost of such opening, unpacking inspection and re-packing from the Merchant
signed at Brussels on 23rd. February 1968. freight applicable to the relevant stage of the transport. or Merchants in case of groupage containers.
“Hamburg Rules” means the provisions of the United Nations Conventions on the (B) Package or Shipping Unit Limitation 12. MATTERS AFFECTING PERFORMANCE
Carriage of Goods by Sea 1978 adopted in Hamburg March-1978. Where the Hague Rules or any legislation making such Rules compulsorily (1) If at any time the Carriage is or is likely to be affected by any hindrance,
“COGSA” means the Carriage of Goods by Sea Act of the United States of applicable (such as COGSA or COGWA) to this Bill of Lading apply, the Carrier risk,delay, difficulty or disadvantage of any kind (including the condition of the Goods).
America approved on 16th April 1936. shall not, unless a declared value has been noted in accordance with (C) below, Whensoever and howsoever arising (whether or not the Carriage has commenced) the
“COGWA” means the Carriage of Goods by Water Act. 1936 of Canada. be or become liable for any loss or damage to or in connection with the Goods in Carrier may:
“Charges” includes freight and all expenses and financial obligations incurred and an amount per package or shipping unit in excess of the package or shipping (A) without notice to the Merchant abandon the Carriage of the Goods and where
payable by the Merchant. unit limitation as laid down by such Rules or legislation. Such limitation amount reasonably possible place the Goods or any part of them at the Merchant’s
“Shipping Unit” includes freight unit and the term “unit” as used in the Hague according to COGSA is US$500 and according to COGWA is Can $500, if no disposal atany place which the Carrier may deem safe and convenient,
Rules and Hague-Visby Rules. limitation amount is applicable under such Rules or legislation, the limitation whereupon the responsibility of the Carrier in respect of such Goods shall cease;
“Person” includes an individual a partnership, a body corporate other entity. shall be US$500. (B) without prejudice to the Carrier’s right subsequently to abandon the
“Stuffed” includes filled, consolidated, packed, loaded or secured. (C) Ad Valorem: Declared Value of package or Shipping Unit Carriage under (A) above, continue the Carriage.
2. CARRIER’S TARIFF The Carrier’s liability may be increased to a higher value by declaration in writing In any event the Carrier shall be entitled to full charges on Goods received for Carriage
The provisions of the Carrier’s applicable Tariff, if any, are incorporated herein of the value of the Goods by the shipper upon delivery to the Carrier of the and the Merchant shall pay any additional costs resulting from the above mentioned
Copies of such provisions are obtainable from the Carrier or his agents upon request or, Goods for shipment, such higher value being inserted on the front of this Bill of circumstances.
where applicable from a government body with whom the Tariff has been filed in the case Lading in the space provided and if required by the Carrier, extra freight paid. In (2) The liability of the Carrier in respect of t he Goods shall cease on the
of inconsistency between this Bill of Lading and applicable Tariff, this Bill of Lading shall such case, if the actual value of the goods shall exceed such declared value, the delivery or other disposition of the Goods in accordance with the orders or
prevail. value shall nevertheless be deemed to be the declared value and the Carrier’s recommendations given by any government or authority or any person acting or purporting
3. WARRANTY liability, if any, shall not exceed the declared value and any partial loss damage to act as or on behalf of such government or authority.
The Merchant warrants that in agreeing to the terms hereof he is or is the agent shall be adjusted pro rata on the basis of such declared value. 13. METHODS AND ROUTE OF TRANSPORTATION
of, and has the authority of the person owning or entitled to the possession of the Goods (D) Definition of Package or Shipping Unit (1) The Carrier may at any time and without notice to the Merchant:
or any person who has a present or future interest in the Goods. Where a Container is used to consolidate Goods and such Container is stuffed Use any means of transport or storage whatsoever; load or carry the Goods on any
4. NEGOTIABILITY AND TITLE TO THE GOODS by the Carrier, the number of packages or shipping units stated on the face of vessel whether named on the front hereof or not; transfer the Goods from one conveyance
(1) This Bill of Lading shall be non-negotiable unless made out “to order” in which this Bill of Lading in the box provided shall be deemed the number of packages to another including transshipping or carrying the same on another vessel than that named
event it shall by negotiable and shall constitute title to the Goods and holder shall be or shipping units for the purpose of any limit of liability per package or shipping on the front hereof or by any other means of transport whatsoever; at any place unpack
entitled to receive or to transfer the Goods herein described. unit provided in any international convention or national law relating to the and remove Goods which have been stuffed in or on a Container and forward the same in
(2) This Bill of Lading shall be prima facie evidence of the taking in charge by the Carriage of Goods by sea. Except as aforesaid the Container shall be any manner whatsoever; proceed at any speed and by any route in his discretion (whether
Carrier of the Goods as herein described However, proof to the contrary shall not be considered the package or shipping unit. or not the nearest or most direct or customary or advertised route ) and proceed to or stay
admissible when this Bill of Lading has been negotiated or transferred for valuable The words “shipping unit” shall mean each physical unit or piece of cargo not at any place whatsoever once or more often and in any order ; load or unload the Goods
consideration to a third party acting in good faith. shipped in a package, including articles or things of any description whatsoever, from any conveyance at any place ( whether or not the place is a port named on the front
5. CERTAIN RIGHTS AND IMMUNITIES FOR THE CARRIER AND OTHER except Goods shipped in bulk, and irrespective of the weight or measurement hereof as the intended Port of Loading or intended Port of Discharge); comply with any
PERSONS unit employed in calculating freight charges. As to Goods shipped in bulk, the orders or recommendations given by any government or authority of any person or body
(1) The Carrier shall be entitled to sub-contract on any terms the whole or any limitation applicable there to shall be the limitation provided in such convention acting or purporting to act as or on behalf of such government or authority or having under
part of the carriage. or law which may be applicable, and in no event shall anything herein be the terms of the insurance on the conveyance employed by the Carrier the right to give
(2) The Merchant undertakes that no claim or allegation shall be made against construed to be a waiver of limitation as to Goods shipped in bulk. orders or directions; permit the vessel to proceed with or without pilots, to tow or be towed
any person or vessel whatsoever, other than the Carrier, including, but not limited to the (E) Rust, etc. or to be dry-docked; permit the vessel to carry livestock, Goods of all kinds, dangerous or
Carrier’s servants or agents any independent contractor and his servants or agents and It is agreed that superficial rust, oxidation or any like condition due to moisture, otherwise, contraband, explosives, munitions or warlike stores and sail armed or unarmed.
all others by whom the whole or any part of the Carriage, whether directly or indirectly, is is not a condition of damage but is inherent to the nature of the Goods and (2) The liberties set out in (1) above may be invoked by the Carrier for any
procured, performed or undertaken, which imposes or attempts to impose upon any such acknowledgment of receipt of the Goods in apparent good order and condition is purposes whatsoever whether or not connected with the Carriage of the Goods. Anything
person or vessel any liability whatsoever in connection with the goods or the Carriage; not a representation that such conditions of rust, oxidation or the like did not done in accordance with (1) above or any delay arising therefrom shall be deemed to be
and if any claim allegation should nevertheless be made to defend, indemnify and hold exist on receipt. within the contractual Carriage and shall not be a deviation of whatsoever nature or
harmless the carrier against all consequences thereof. Without prejudice to the foregoing (F) Notice Loss or Damage degree.
every such person and vessel shall have the benefit of all provisions herein benefiting the The Carrier shall be deemed prima facie to have delivered the Goods as 14. DECK CARGO (AND LIVESTOCK)
carrier as if such provisions were expressly for his benefit and in entering into this described in this Bill of Lading unless notice of loss of, or damage to the Goods, (1) Goods of any description whether containerised or not may be stowed on or
contract the Carrier, to extent of these provisions, does so not only on his own behalf but indicating the general nature of such loss or damage, shall have been given in under deck without notice to the Merchant and such stowage shall not be a deviation of
also as agent of trustee for such persons and vessels and such persons and vessels shall writing to the Carrier or to his representative at the place of delivery before or at whatsoever nature or degree. Subject (2) below, such Goods whether carried on deck or
to this extent be or be deemed be parties to this contract. the time of removal of the Goods into the custody of the person entitled to under deck shall participate in General Average and such Goods (other than livestock)
(3) The Merchant shall defend, indemnify and hold harmless the Carrier against delivery there of under this Bill of Lading or, if the loss or damage is not apparent shall be deemed to be within the definition of Goods for the purposes of the Hague Rules
any claim or liability (and any expense arising therefrom) arising from the Carriage of the within three consecutive days thereafter. or any legislation making such Rules or the
Goods insofar as such claim or liability exceeds the Carrier’s liability under this Bill of (G) Time-bar Hague-Visby Rules compulsorily applicable (such as COGSA or COGWA) to this Bill of
Lading. The Carrier shall be discharged of all liability unless suit is brought in the proper Lading.
(4) The defences and limits of liability provided for in this Bill of Lading shall forum and written notice thereof received by the Carrier within nine months after (2) Goods (not being Goods stuffed in or on Containers other than open flats or
apply in any action against the carrier whether the action be found in Contract or in Tort. delivery of the Goods or the date when the Goods should have been delivered in pallets) which are stated on the front of this Bill of Lading to be carried on deck and which
6. CARRIER’S RESPONSIBILITY the event that such time period shall be found contrary to any convention or law are so carried (and livestock, whether or not carried on deck) are carried without
(1) CLAUSE PARAMOUNT compulsorily applicable, the period prescribed by such convention or law shall responsibility on the part of the Carrier for loss or damage of whatsoever nature arising
(A) Subject to clause 13 below, this Bill of Lading insofar as it relates to sea then apply but in that circumstance only. during carriage by sea or inland waterway whether caused by unseaworthiness or
carriage by any vessel whether named herein or not shall have effect subject to the 7. MERCHANT’S RESPONSIBILITY negligence or any other cause whatsoever. The Merchant shall defend indemnify and hold
Hague Rules or any legislation making such Rules or the Hague-Visby Rules (1) The description and particulars of the Goods set out on the face hereof are furnished harmless the Carrier against all and any extra cost incurred for any reason whatsoever in
compulsorily applicable (such as COGSA or COGWA) to this Bill of Lading and the by the Merchant and the Merchant warrants to the Carrier that the description and particulars connection with carriage of livestock.
provisions of the Hague Rules or applicable lesgislation shall be deemed incorporated including, but not limited to, of weight, content, measure, quantity, quality, condition, marks, 15. DELIVERY OF GOODS
herein. The Hague Rules (or COGSA or COGWA if this Bill of Lading is subject to U. S.or numbers and value are correct. If delivery of the Goods or any part hereof is not taken by the Merchant at the time
Canadian Law respectively) shall apply to the carriage of Goods by inland waterways and Any seizure of Goods by the authorities and/or fines and/or other levies imposed on account and place when and where the Carrier is entitled to call upon the Merchant to take delivery
reference to carriage by sea in such Rules or legislation shall be deemed to include of inaccurate or false declarations of these particulars are the responsibility of the Merchant. thereof, the Carrier shall be entitled without notice to remove from a Container the Goods
reference to inland waterways, if and to the extent that the provisions of the Harter Act of (2) The Merchant shall comply with all applicable laws, regulations and requirements of or that part thereof if stuffed in or on a Container and to store the Goods or that part
the United States of America 1893 would otherwise be compulsorily applicable to regulate customs, port and other authorities and shall bear and pay all duties, taxes, fines, imposts, thereof ashore, afloat, in the open or under cover at the sole risk and expense of the
the Carrier’s responsibility for the Goods during any period prior to loading on or after expenses and losses incurred or suffered by reason thereof or by reason of any illegal, incorrect Merchant. Such storage shall constitute due delivery hereunder, and thereupon the liability
discharge from the vessel the carrier’s responsibility shall instead be determined by the or insufficient marking, numbering or addressing of the Goods. of the Carrier in respect of the Goods or that part thereof shall cease.
provisions of 6(3) below, but if such provisions are found to be invalid such responsibility (3) The Merchant undertakes that the Goods are packed in a manner adequate to withstand 16. BOTH-TO-BLAME COLLISION
shall be subject to COGSA. the ordinary risk of Carriage having regard to their nature and in compliance with all laws, If the vessel on which the Goods are carried (the carrying vessel) comes into
(B) The Carrier shall be entitled to (and nothing in this Bill of Lading shall regulations and requirements which may be applicable. collision with any other vessel or object (the non-carrying vessel or object) as a result of
operate to deprive or limit such entitlement) the full benefit of, and rights to, all limitations Inadequate packing or inherent vice in same are the responsibilty of the Merchant. Should the negligence of the non-carrying vessel or object or the owner of charterer of or person
of and exclusions from liability and all rights conferred or authorised by any applicable fumigation of the Goods including its packaging be required by any authority during transit to final responsible for the
law, status or regulation of any country (including, but not limited to where applicable destination or in ports of origin and/or destination, all expenses incurred by same are for the non-carrying vessel or object, the Merchant undertakes to defend, indemnify and hold
any provisions or section 4281 to 4287, inclusive of the Revised Statutes of the United account and risk of the Merchant. harmless the Carrier against all claims by or liability to (and any expense arising
States of America and amendments there to and where applicable any provision of the (4) No Goods which are or may become dangerous, inflammable or damaging or which therefrom) any vessel or person in respect of any loss of, or damage to, or any claim
laws of the United States of America) and without prejudice to the generality of the are or may become liable to damage any property or person whatsoever shall be tendered to the whatsoever of the Merchant paid or payable to the Merchant by the non-carrying vessel or
foregoing also any law, statute or regulation available to the Owner of the vessel(s) on Carrier for Carriage without the Carrier’s express consent in writing and without the Container or object or the owner of, charterer of or person responsible for the non-carrying vessel or
which the Goods are carried. other covering in which the Goods are to be transported and the Goods being distinctly marked object and set-off, recouped or recovered by such vessel, object or person(s) against the
(2) PORT TO PORT SHIPMENT on the outside so as to indicate the nature and character of any such articles and so as to comply Carrier, the carrying vessel or her owners or charterers.
The responsibility of the carrier is limited to that part of the carriage from and with all applicable laws, regulations and requirements, if any such articles are delivered to the 17. GENERAL AVERAGE
during loading on to the vessel up to and during discharge from the vessel and the Carrier Carrier without such written consent and marketing or if in the opinion of the Carrier the articles (1) The Carrier may declare General Average which shall be adjustable according
shall not be liable for any loss or damage whatsoever in respect of the Goods or for any are or are liable to become of a dangerous, inflammable or damaging nature, the same may at to the York/Antwerp Rules of 1994 at any place at the option of the Carrier and the
other matter arising during any other part of the carriage even though Charges for the any time be destroyed, disposed of, abandoned, or rendered harmless without compensation to Amended Jason Clause as approved by BIMCO is to be considered as incorporated
whole Carriage have been charged by the Carrier. The merchant constitutes the carrier the Merchant and without prejudice to the Carrier´s right to Charges. herein and the Merchant shall provide such security as may be required by the Carrier in
as agent to enter into contracts on behalf of the Merchant with others for transport, (5) The Merchant shall be liable for the loss, damage, contamination, soiling, detention or this connection.
storage, handling or any other services in respect of the goods prior to loading and demurrage before, during and after the Carriage of property (including, but not limited to, (2) Notwithstanding (1) above, the Merchant shall defend, indemnify and hold
subsequent to discharge of the goods from the vessel without responsibility for any act or Containers) of the Carrier or any person or vessel (other than the Merchant) referred to in 5(2) harmless the Carrier in respect of any claim (and any expense arising therefrom) of a
omission whatsoever on the part of the carrier or others and the Carrier may as such above caused by the Merchant or any person acting on his behalf or for which the Merchant is General Average nature which may be made on the Carrier and shall provide such
agent enter into contracts with others on any terms whatsoever including terms less otherwise responsible. security as may be required by the Carrier in this connection.
favorable than the terms in this Bill of Lading. (6) The Merchant shall defend, indemnify and hold harmless the Carrier against any loss, (3) The Carrier shall be under no obligation to take any steps whatsoever to collect
(3) COMBINED TRANSPORT damage, claim, liability or expense whatsoever arising from any breach of the provisions of this security for General Average contributions due to the Merchant.
Save as is otherwise provided in this Bill of Lading the Carrier shall be liable for clause 7 or from any cause in connection with the Goods for which the Carrier is not responsible. 18. CHARGES
loss of or damage to the Goods occurring from the time that the Goods are taken into his 8. CONTAINERS (1) Charges shall be deemed fully earned on receipt of the Goods by the Carrier and
charge until the time of delivery to the extent set out below: (1) Goods may be stuffed by the Carrier in or on Containers and Goods may be stuffed with shall be paid and non-returnable in any event.
(A) Where the stage or Carriage where the loss or damage occurred cannot be other Goods. (2) The Charges have been calculated on the basis of particulars furnished by or on
proved: Unless Goods to be stuffed in the Container are clearly marked as being dangerous and/or behalf of the Merchant. The Carrier shall be entitled to production of the commercial
(i) The Carrier shall be entitled to rely upon all exclusions from liability under the odorous the carrier cannot be held responsible for any resultant damage or cross contaminations invoice for the Goods or true copy thereof and to inspect, reweigh, remeasure and revalue
Rules or legislation that would have been applied under 6 (1) (A) above had the to other cargoes within the container. the Goods and if the particulars are found by the Carrier to be incorrect the Merchant shall
loss or damage to occurred at sea or, if there was no carriage by sea, under the (2) The terms of this Bill of Lading shall govern the responsibility of the Carrier in connection pay the Carrier the correct Charges (credit being given for the Charges charged) and the
Hague Rules (or COGSA or COGWA if this Bill of Lading is subject to U. S. or with or arising out of the supply of a Container to the Merchant, Whether supplied before or after cost incurred by the Carrier in establishing the correct particulars.
Canadian law respectively). the Goods are received by the Carrier or delivered to the Merchant. (3) All Charges shall be paid without any set-off, counter-claim, deduction or stay of
(ii) Where under (i) above, the Carrier is not liable in respect of some of the factors (3) If a Container has been stuffed by or on behalf of the Merchant, execution.
causing the loss or damage, he shall only liable to the extent that those factors (A) The Carrier shall not be liable for loss of or damage to the Goods 19. LIEN
for which he is liable have contributed to the loss or damage. (i) caused by the manner in which the Container has been stuffed; The Carrier shall have a lien on Goods and any documents relating thereto for all
(iii)Subject to 6(4)(C) below, where the Hague Rules or any legislation applying (ii) caused by the unsuitability of the Goods for carriage in Containers; sums whatsoever due at any time to the Carrier from the Merchant and for General
such Rules or the Hague-Visby Rules (such as COGSA or COGWA) is not (iii) caused by the unsuitability or defective condition of the Container provided that Average contributions to whomsoever due and for the costs of recovering the same and
compulsorily applicable, the Carrier’s liability shall not exceed US $ 500 per where the Container has been supplied by or on behalf of the Carrier, this the Carrier shall have the right to sell the Goods and documents by public auction or
package or shipping unit or US $ 2.00 per Kilo of the gross weight of the Goods paragraph (iii) shall only apply if the unsuitability or defective condition arose private treaty, without notice to the Merchant and at the Merchant’s expense and without
lost, damaged or in respect of which the claim arises or the value of such (a) without any want of due diligence on the part of the Carrier or (b) would have any liability towards the Merchant.
Goods whichever is the less. been apparent upon reasonable inspection by the Merchant at or prior to the time 20. VARIATION OF THE CONTRACT
(iv)In those countries where the Hamburg Rules have been enacted and adopted, when the Container was stuffed; No servant or agent of the Carrier shall have power to waive or vary of the terms
the provisions of the Rules are to apply. (iv) if the Container is not sealed at the commencement of the Carriage except where hereof unless such waiver or variation is in writing and is specifically authorised or ratified
(v)The value of the Goods shall be determined according to the commodity the Carrier has agreed to seal the Container. in writing by a director or officer of the Carrier who has the actual authority of the Carrier
exchange price at the place and time of delivery to the Merchant or at the place (B) The Merchant shall defend, indemnify and hold harmless the Carrier against any so to waive or vary.
and time when they should have been so delivered or if there is no such price loss, damage, claim, liability or expense whatsoever arising from one or more of the 21. PARTIAL INVALIDITY
according to the current market price by reference to the value of goods of the matters covered by (A) above except for (A)(iii) (a) above. If any provision in this Bill of Lading is held to be invalid or unenforceable by any
same kind and quality, at such place and time. (4) Where the Carrier is instructed to provide a Container, in the absence of a written court or regulatory or self regulatory agency or body, such invalidity or unenforcesbility
request to the contrary, the Carrier is not under an obligation to provide a Container shall attach only to such provision. The validity of the remaining provisions shall not be
of any particular type or quality. affected thereby and this Bill of Lading contract shall be carried out as if such invalid or
unenforceable provision were not contained herein.