We have listed terms and conditions of doing business withSeabay International Freight Forwarding Co Ltd. (‘Seabay’ hereafter). You are recommendedto read them carefully. If necessary, please seek independent legal advice. Wehave to stress that by accepting terms and conditions of any mode we assumethat you are accepting terms and conditions of all modes.
These Terms and Conditions govern the use of www.seabay.cn,Seabayfba.comSoftware and applications.
1.1 ApplicationData: shall mean any data associated with or related to the ApplicationServices provided by Seabay to Customer (excluding any User Content or anyother data managed by Seabay on behalf of other customers or with otherservices or offerings not included in the Application Services) including butnot limited to ports, carriers, tariffs cargo manifests, invoices, price quotesto customers and the metadata surrounding the price quotes (weight, volume,geolocations, ports etc.). Notwithstanding anything to the contrary herein, allApplication Data shall be considered Confidential Information of Seabay.
1.2 ApplicationServices: shall mean the services included in, but not limited to Seabay'sFreight Client Platform Core, Seabay's Client App, Seabay's Origin App, thatare made available to Customer or partners via the Internet and our Site www.Seabay.cn andwww.seabayfba.com,or other electronic means and any Software and ApplicationData provided by Seabay in connection with such services.
1.3 UserContent: shall mean all content, data and materials selected and provided byCustomer and its Users to Seabay in electronic or hard copy formats and enteredby Customer into the Application Services or Software. Notwithstanding anythingto the contrary herein, all specific User Content shall be consideredConfidential Information of Customer.
1.4 Platform:as part of the Services provided Customer will get access to the logisticsClient Platform Core to communicate with Seabay regarding ongoing shipments,retrieve all data associated with these shipments and book freight services.
1.5 UserProposals/ Feedback: any suggestions, comments, or other feedback that Customerprovides to Seabay with respect to the website, the Services, or any other Seabayproduct or service.
1.6 ConfidentialInformation: shall mean, with respect to a Party hereto, (a) the terms andconditions or any other agreement executed between the parties, (b) allnonpublic information concerning the business, technology, products, services,internal structure and strategies of the disclosing Party, specificallyincluding, without limitation, Software, Documentation, end-user materials,Intellectual Property Rights, proposals, designs, concepts, methodologies,inventions, source or object code, developments, research, programs, databases,referral sources, customers, prospective customers, inventions, developments,"know-how," procedures, financial information or licensing policiesand (c) any other information clearly labeled by the disclosing party inwriting as "confidential" prior to its disclosure, otherwise deemedas Confidential Information under this Agreement, or which should be known orunderstood to be confidential or proprietary by an individual exercisingreasonable commercial judgment under the circumstances. The followinginformation will not be considered Confidential Information: (i) informationwhich was in the public domain prior to its disclosure; (ii) information whichbecomes part of the public domain by any means other than through violation ofthis Agreement; (iii) information independently developed by the receivingParty without reference to the disclosing Party's Confidential Information, or(iv) information received from a third party not under any obligations of confidentiality.
2.1 Terms:These Seabay Terms and Conditions apply to the features and functions providedby Seabay, to access the API that may be used to access the Services. Byaccessing and using the websites or Services, Customer agrees to be bound bythese Terms. These Terms come into effect on the first day the Customer usesthe website or any of the Services.
2.2 Registration:In order to use many aspects of the Services, you must first complete the Seabayregistration process via the website. Customer agrees: (a) to provide accurate,current and complete information about the company and customer's positionwithin that company as part of the registration process ("RegistrationData"); (b) to maintain the security of Customer's password(s); (c) tomaintain and promptly update the Registration Data, and any other informationprovided to Seabay, and to keep it accurate, current and complete; (d) that youare responsible for maintaining the security of your account and safeguarding yourpassword(s), and (e) that you will be fully responsible for any activities ortransactions that take place using your account(s) or password(s), even if youwere not aware of them.
2.3 Accessto Platform: Subject to the Terms and Conditions and on the registrationcriteria, Seabay hereby grants to Customer exclusive, non-transferablerevocable right to: (i) access and use the Services, the logistical PlatformCore and its associated documentation, solely for Customer's own internalbusiness purposes when arranging logistical services offered by Seabay; and(ii) access and use any data or reports that we provide or make available toyou as part of your access and use of the Services solely in conjunction withyour use of the Services.
2.4 Duration:Customer will be able the use to the Platform and the Services for the periodit uses Seabay's freight services.
2.5 Users:Each User account is valid for one User only and may not be shared concurrentlyor otherwise by or among multiple Users. Customer may harvest and/or reassignUser accounts to new Users within its organization. Users of the Platform arelimited solely to Customer's employees or their suppliers.
2.6 UseLimitations: Modification, reverse engineering, reverse compiling, disassemblyof or creation of derivative works incorporating the Platform, or any portionor component thereof is expressly prohibited. Except as expressly authorized bythese Terms and Conditions, Customer and its Users shall not unbundle,sublicense, assign, transfer, display, distribute, rent, resell or lease theApplication Services or any portion or component thereof to any third party.Furthermore the Customer may not (a) use the website or the Services to storeor transmit any viruses, software routines, or other code designed to permitanyone to access in an unauthorized manner, disable, erase or otherwise harmsoftware, hardware, or data, or to perform any other harmful actions; (b) builda competitive product or service, or copy any features or functions of thewebsite or the Services (including, without limitation, the look-and-feel ofthe website or the Services); (c) interfere with or disrupt the integrity orperformance of the website or the Services; (d) disclose to any third party anyperformance information or analysis relating to the website or the Services;(e) remove, alter or obscure any proprietary notices in or on the website orthe Services, including copyright notices; (f) use the website or the Services orany product thereof for any illegal or unauthorized purpose, or in a mannerwhich violates any laws or regulations in your jurisdiction; (g) reverseengineer, decompile, disassemble, or otherwise attempt to discover the sourcecode, object code, or underlying structure, ideas, or algorithms that make upthe Services or any software, documentation, or data relating to the Services,except to the limited extent that applicable law prohibits such a restriction;or (h) cause or permit any third party to do any of the foregoing.
2.7 Rightto terminate usage: If the Customer renders the Platform unusable it mayterminate usage at any given time, however this will not require Seabay tocontinue offering freight services.
2.8 Accessafter termination of the services: Customer is granted access to the Platformat least one year after the last shipment has been completed in the event theCustomer chooses to cease using Seabay's freight services.
2.9 Third-partyvendors: Customer understands that Seabay uses third-party vendors and hostingpartners to provide the necessary hardware, software, networking, storage, andrelated technology required to provide the Services, and customer agrees that Seabayis not and will not be liable or responsible for the acts or omissions of suchthird-party vendors or hosting partners.
2.10 Electroniccommunication: By using the Software and Services the Customer consents toreceiving electronic communication from Seabay for both logistical andmarketing purposes.
3. USERCONTENT AND OWNERSHIP
3.2 Seabaywill only disclose User Content to its employees, contractors, and affiliatedorganizations that (i) need to know that information in order to process it on Seabay'sbehalf or to provide the Services, and (ii) that have agreed not to disclose itto others and with whom we have contracts in place governing our relationship.Other than to its employees, contractors, and affiliated organizations, asdescribed above, Seabay discloses User Content only when required to do so bylaw, or when Seabay believes in good faith that disclosure is reasonablynecessary to protect the property or rights of Seabay, third parties, or thepublic at large.
3.3 Seabaydoes not claim any ownership rights in any such User Content and nothing in theTerms and Conditions will be deemed to restrict any rights that Customer mayhave to use and exploit Customer's User Content. Customer is aware thatCustomer is solely responsible for all User Content that Customer makesavailable through the Platform and that that data abides by the various PrivacyLaws. Seabay does not have any obligation to review or scan any User Contentfor any purpose, including without limitation for measuring quality, filteringcontent, or detecting the presence of malware. Seabay makes no representationsregarding the compliance of any User Content with any applicable laws orregulations.
3.4 Bysubmitting or uploading User Content to the Platform, Customer grants Seabay aworldwide, royalty-free, and non-exclusive license (i) to use, reproduce,modify, adapt and publish that User Content for the purpose of providing theServices to you; and (ii) to create aggregations and summaries of the UserContent or portions thereof and to use, disclose, and distribute suchaggregations publicly to any third party in support of our business (bothduring the period that these Terms are in effect, and thereafter), provided thatsuch aggregations and summaries do not directly or indirectly identify theCustomer or their User Content.
3.5Notwithstanding the foregoing, Customer may also disclose to us certain UserContent, including without limitation feedback and comments, via Seabay'sPlatform communication tools ("User Proposals"). By submitting UserProposals to Seabay, Customer hereby grants to Seabay a royalty-free,irrevocable, perpetual, non-exclusive, unrestricted, worldwide license to use,copy, adapt, modify, sublicense, transmit, distribute, display, sell, transfer,incorporate into Seabay's products or services, create derivative works from,or otherwise exploit any such User Proposals without any compensation toCustomer.
3.6 In theevent Customer requests from Seabay to remove their User Content Seabay will doso taking into account its administrative obligations under law. The retentionperiod for custom information and associated documentation in the EU and US isrespectively 7 and 5 years.
4. INTELLECTUALPROPERTY & TRADEMARKS
4.1 Seabayowns all rights, title and interest in and to the website and the Services, andall Intellectual Property Rights therein. The look and feel of the website andthe Services, including any custom graphics, button icons, and scripts are alsothe property of Seabay, and Customer may not copy, imitate, or use them, inwhole or in part, without Seabay's prior written consent. Seabay reserves allrights not expressly granted to Customer in these Terms, and Seabay does notgrant any licenses to Customer or to any other party under these Terms, whetherby implication, estoppels or otherwise, except as expressly set forth herein.
4.2Customer acknowledges and agrees that any Seabay names, trademarks, servicemarks, logos, trade dress, or other branding included on the website or as partof the Services are owned by Seabay and may not be copied, imitated, or used(in whole or in part) without Seabay's prior written consent. All othertrademarks, names, or logos referenced on the website or the Services"Third-Party Trademarks" are the property of their respective owners,and the use of such Third-Party Trademarks inure to the benefit of theirrespective owners.
5.1 Availability:Seabay will use commercially reasonable efforts to make the Platform available24 hours a day, 7 days a week, except for planned downtime and unforeseencircumstances as mentioned in 6.2.
5.2 Defects:Seabay represents and warrants that, to its knowledge, the Platform is freefrom any material Defects. In the event of discovery of any Defect, Customeragrees to provide Seabay with sufficient detail to allow Seabay to verify andreproduce the error, and Seabay shall use commercially reasonable diligence toendeavor correct such Defect.
5.3 Prevention:With the use of multiple data centers Seabay ensures to minimize the risk offull server outage. Furthermore, regular backups are made to prevent data loss.
5.4 Continuityof service: In event of a software system failure Seabay will ensure that thefreight services offered will be executed by the operational team regardless ofany limitations this may entail. Continuity of the services will be safeguardedas usage of the Platform is not mandatory to fulfill its logisticalobligations.
5.5 Security:Seabay will implement and maintain appropriate technical and organizationalmeasures to protect User Content and its Software against accidental orunlawful destruction, loss, alteration, unauthorized disclosure or access("Security Measures"). These Security Measures will have regard tothe state of the art, the costs of implementation and nature, scope, contextand purposes of the processing off data, as well as the risk of varyinglikelihood and severity for the rights and freedoms of natural persons.
6. LIMITATIONSON SERVICES
6.1 Conditionof Software: The Platform is offered "as is". As such Seabay will notenter into quantified KPI's on uptime, availability, security etc. Seabay isopen to improvement suggestions but will make improvements as it deems fit.
6.2 Accessibility:Customer understands and agrees that from time to time the platform may beinaccessible or inoperable during normal business hours in the event ofperiodic maintenance procedures or repairs which Seabay deems necessary and mayundertake. Seabay will not be liable for failure to provide access to theplatform due to any emergency maintenance, any catastrophic system failure at Seabay,any failures of Customer's equipment or systems, or due to other acts outsidethe control of Seabay.
TheServices, Seabay Software and the Documentation may be subject to export lawsand regulations of the China and other jurisdictions, and any use or transferof the Services, Seabay Software and Documentation must be permitted underthese laws and regulations. Each party represents that it is not named on anyU.S. government or EU denied-party list. Customer shall not enable use of theServices in a U.S. or EU-embargoed country (currently Cuba, Iran, North Korea,Sudan, Crimea -- Region of Ukraine, Libya or Syria) or in violation of any U.S.and EU export law or regulation.
CUSTOMERACKNOWLEDGES THAT THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN "ASIS", "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHEREXPRESS OR IMPLIED, AND THAT YOUR USE OF THE WEBSITE AND THE SERVICES IS ATYOUR SOLE RISK. SEABAY DOES NOT WARRANT: (I) THAT THE WEBSITE OR THE SERVICESWILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THAT THE WEBSITE OR THE SERVICESWILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THAT THE RESULTSTHAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE,(IV) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIALTHAT CUSTOMER OBTAINS THROUGH THE WEBSITE OR THE SERVICES WILL MEET CUSTOMER'SEXPECTATIONS, OR (V) THAT ANY ERRORS IN THE WEBSITE OR THE SERVICES WILL BECORRECTED. SEABAY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
9.1 Non-Infringement:Seabay warrants that Seabay owns the Software and any software included in thePlatform, including all associated Intellectual Property Rights, or otherwisehas the right to grant Customer the rights for usage. Seabay warrants that, toits knowledge, the Platform does not infringe any valid and issued patents,copyrights, trademarks, trade secrets, or other proprietary rights of any thirdparties.
10. INDEMNIFICATIONOF INTELLECTUAL PROPERTY
10.1 Indemnificationby Seabay: Seabay shall defend, indemnify and hold harmless Customer and itsofficers, directors, employees, agents and representatives from and against anyaction, cause, claim, damage, debt, demand or liability, including reasonablecosts and attorney's fees, asserted by any third party alleging infringement bythe Platform of any valid and issued patent, copyright, trademark or tradesecret of such third party.
10.2 Indemnificationby Customer: To the fullest extent possible by applicable laws Customer shalldefend, indemnify and hold harmless Seabay and its subsidiaries, officers,employees, agents and representatives from and against any action, cause,claim, damage, debt, demand or liability, including reasonable costs andattorney's fees, asserted by any third party arising out of or relating to: (a)these Terms & Conditions or Customer's representations, warranties orobligations hereunder; (b) Customer's and its Users' use of the Platform,including any User Content or data; (c) any unacceptable use of the Platform byCustomer or its Users or through its Users' accounts, including, withoutlimitation, any User Content or any statement, data or content made,transmitted or republished by Customer or its Users which is prohibited underapplicable law or by these Terms and Conditions; (d) any intentional ornegligent act or omission of Customer or its Users; or (e) Customer's or itsUsers' violation of any third party rights, including, without limitation, anyintellectual property or privacy right.
11. LIMITATIONOF LIABILITY
In no eventwill Seabay be liable to Customer or to any third party for any loss ofprofits, loss of use, loss of revenue, loss of goodwill, interruption ofbusiness, loss of data, or any indirect, special, incidental, exemplary,punitive or consequential damages of any kind arising out of, or in connectionwith these terms or Customer's use (or inability to use) any part of thewebsite or the services, whether in contract, tort, strict liability orotherwise, even if we have been advised or are otherwise aware of thepossibility of such damages.
12. CHANGES TOTERMS AND CONDITIONS
12.1 Seabayreserves the right to change or modify these Terms, or any of our otherpolicies or guidelines, at any time. We will be posting the revised Terms onthe Site and revising the date at the top of these Terms. Any changes ormodifications will be effective from the day these Terms have been publicized.You acknowledge that your continued use of the Site or any of the Servicesfollowing such notice constitutes your acceptance of the modified Terms.
12.2 Seabayreserves the right -- at any time, and without notice or liability to you -- tomodify the Site or the Services, or any part of them, temporarily orpermanently. We may modify the Services for a variety of reasons, including,without limitation, for the purpose of providing new features, implementing newprotocols, maintaining compatibility with emerging standards, or complying withregulatory requirements.
These Termsshall be governed by and construed in accordance with the controlling laws of(i) the Netherlands, if Customer is domiciled in a country in Europe, or (ii)the United States of America and the State of California, if Customer isdomiciled anywhere else, in each case excluding rules governing conflict of lawand choice of law. The courts in Amsterdam, the Netherlands shall haveexclusive jurisdiction to adjudicate any dispute arising out of these Terms ifDutch law applies and the Federal and state courts within San FranciscoCalifornia shall have exclusive jurisdiction to adjudicate any dispute arisingout of these Terms if United States and the State of California laws apply.Each party hereto expressly consents to the personal jurisdiction of, and venuein, such courts and service of process being effected upon it by registeredmail sent to the Legal Notice address provided by such party under these Terms.The parties agree that the UN Convention on Contracts for the InternationalSale of Goods (Vienna, 1980) and the Uniform Computer Information TransactionAct or similar federal or state laws or regulations shall not apply to theseTerms nor to any dispute or transaction arising out of these Terms.
Airfreight terms and conditions
Air waybill - Conditions of Contract
The following Conditions of Contract and Notices be included on an Air Waybill*.
I. NOTICE APPEARING ON THE FACE OF THEAIR WAYBILL
It is agreed that the goods described herein are accepted inapparent good order and condition (except as noted) for carriage SUBJECT TO THECONDITIONS OF CONTRACT ON THE REVERSE HEREOF. ALL GOODS MAY BE CARRIED BY ANYOTHER MEANS INCLUDING ROAD OR ANY OTHER CARRIERUNLESS SPECIFIC CONTRARY INSTRUCTIONS ARE GIVEN HEREON BY THE SHIPPER, ANDSHIPPER AGREES THAT THE SHIPMENT MAY BE CARRIED VIA INTERMEDIATE STOPPINGPLACES WHICH THE CARRIER DEEMS APPROPRIATE. THE SHIPPER’S ATTENTION ISDRAWN TO THE NOTICE CONCERNING CARRIER’S LIMITATION OF LIABILITY. Shippermay increase such limitation of liability by declaring a higher value forcarriage and paying a supplemental charge if required.
II. CONDITIONS OF CONTRACT ON REVERSESIDE OF THE AIR WAYBILL
NOTICE CONCERNING CARRIER’S LIMITATION OF LIABILITY
If the carriage involves an ultimate destination or stop in acountry other than the country of departure, the Montreal Convention or theWarsaw Convention may be applicable to the liability of the Carrier in respectof loss of, damage or delay to cargo. Carrier's limitation of liability inaccordance with those Conventions shall be as set forth in subparagraph 4 unless a higher value is declared.
CONDITIONS OF CONTRACT
1. In this contract and the Notices appearinghereon:
CARRIER includes the air carrier issuing this air waybill and allcarriers that carry or undertake to carry the cargo or perform any otherservices related to such carriage.
SPECIAL DRAWING RIGHT (SDR) is a Special Drawing Right as defined by theInternational Monetary Fund.
WARSAW CONVENTION means whichever of the following instruments isapplicable to the contract of carriage:
the Convention for the Unification of Certain Rules Relating toInternational Carriage by Air, signed at Warsaw, 12 October 1929;
that Convention as amended at The Hague on 28 September 1955;
that Convention as amended at The Hague 1955 and by MontrealProtocol No. 1, 2, or 4 (1975) as the case may be.
MONTREAL CONVENTION means the Convention for the Unification ofCertain Rules for International Carriage by Air, done at Montreal on 28 May1999.
2./2.1 Carriage is subject to the rules relatingto liability established by the Warsaw Convention or the Montreal Convention unless such carriage is not “international carriage” as defined by theapplicable Conventions.
2.2 To the extent not in conflict with theforegoing, carriage and other related services performed by each Carrier aresubject to:
2.2.1 Applicable laws and governmentregulations;
2.2.2 provisions contained in the air waybill, Carrier’sconditions of carriage and related rules, regulations, and timetables (but notthe times of departure and arrival stated therein) and applicable tariffsof such Carrier, which are made part hereof, and which may be inspected at anyairports or other cargo sales offices from which it operates regular services. When carriage is to/from the USA, the shipper and the consignee areentitled, upon request, to receive a free copy of the Carrier’s conditions ofcarriage. The Carrier’s conditions of carriage include, but are notlimited to:
18.104.22.168 limits on the Carrier’s liability forloss, damage or delay of goods, including fragile or perishable goods;
22.214.171.124 claims restrictions, including timeperiods within which shippers or consignees must file a claim or bring anaction against the Carrier for its acts or omissions, or those of its agents;
126.96.36.199 rights, if any, of the Carrier to changethe terms of the contract;
188.8.131.52 rules about Carrier’s right to refuse tocarry;
184.108.40.206 rights of the Carrier and limitationsconcerning delay or failure to perform service, including schedule changes,substitution of alternate Carrier or aircraft and rerouting.
3. The agreed stopping places (which may bealtered by Carrier in case of necessity) are those places, except the place ofdeparture and place of destination, set forth on the face hereof or shown inCarrier’s timetables as scheduled stopping places for the route. Carriageto be performed hereunder by several successive Carriers is regarded as asingle operation.
4. For carriage to which the MontrealConvention does not apply, Carrier’s liability limitation for cargo lost,damaged or delayed shall be 19 SDRs per kilogram unless a greater per kilogrammonetary limit is provided in any applicable Convention or in Carrier’s tariffsor general conditions of carriage.
5./5.1 Except when the Carrier has extendedcredit to the consignee without the written consent of the shipper, the shipperguarantees payment of all charges for the carriage due in accordance withCarrier’s tariff, conditions of carriage and related regulations, applicablelaws (including national laws implementing the Warsaw Convention and theMontreal Convention), government regulations, orders and requirements.
5.2 When no part of the consignment is delivered, aclaim with respect to such consignment will be considered even thoughtransportation charges thereon are unpaid.
6./6.1 For cargo accepted for carriage, theWarsaw Convention and the Montreal Convention permit shipper to increasethe limitation of liability by declaring a higher value for carriage and payinga supplemental charge if required.
6.2 In carriage to which neither the WarsawConvention nor the Montreal Convention applies Carrier shall, in accordancewith the procedures set forth in its general conditions of carriage andapplicable tariffs, permit shipper to increase the limitation of liability bydeclaring a higher value for carriage and paying a supplemental charge if sorequired.
7./7.1 In cases of loss of, damage or delay topart of the cargo, the weight to be taken into account in determining Carrier’slimit of liability shall be only the weight of the package or packagesconcerned.
7.2 Notwithstanding any other provisions, for“foreign air transportation” as defined by the U.S. Transportation Code:
7.2.1 in the case of loss of, damage or delay toa shipment, the weight to be used in determining Carrier’s limit of liabilityshall be the weight which is used to determine the charge for carriage of suchshipment; and
7.2.2 in the case of loss of, damage or delay toa part of a shipment, the shipment weight in 7.2.1 shall be prorated to thepackages covered by the same air waybill whose value is affected by the loss,damage or delay. The weight applicable in the case of loss or damage toone or more articles in a package shall be the weight of the entire package.
8. Any exclusion or limitation of liabilityapplicable to Carrier shall apply to Carrier’s agents, employees, andrepresentatives and to any person whose aircraft or equipment is used byCarrier for carriage and such person’s agents, employees and representatives.
9. Carrier undertakes to complete the carriagewith reasonable dispatch. Where permitted by applicable laws, tariffs andgovernment regulations, Carrier may use alternative carriers, aircraft or modesof transport without notice but with due regard to the interests of theshipper. Carrier is authorized by the shipper to select the routing andall intermediate stopping places that it deems appropriate or to change ordeviate from the routing shown on the face hereof.
10. Receipt by the person entitled to deliveryof the cargo without complaint shall be prima facie evidence that the cargo hasbeen delivered in good condition and in accordance with the contract ofcarriage.
10.1 In the case of loss of, damage or delay tocargo a written complaint must be made to Carrier by the person entitled todelivery. Such complaint must be made:
10.1.1 in the case of damage to the cargo,immediately after discovery of the damage and at the latest within 14 days fromthe date of receipt of the cargo;
10.1.2 in the case of delay, within 21 days from the date onwhich the cargo was placed at the disposal of the person entitled to delivery.
10.1.3 in the case of non-delivery of the cargo,within 120 days from the date of issue of the air waybill, or if an air waybillhas not been issued, within 120 days from the date of receipt of the cargo fortransportation by the Carrier.
10.2 Such complaint may be made to the Carrierwhose air waybill was used, or to the first Carrier or to the last Carrier orto the Carrier, which performed the carriage during which the loss, damage ordelay took place.
10.3 Unless a written complaint is made withinthe time limits specified in 10.1 no action may be brought against Carrier.
10.4 Any rights to damages against Carrier shallbe extinguished unless an action is brought within two years from the date ofarrival at the destination, or from the date on which the aircraft ought tohave arrived, or from the date on which the carriage stopped.
11. Shipper shall comply with all applicablelaws and government regulations of any country to or from which the cargo maybe carried, including those relating to the packing, carriage or delivery ofthe cargo, and shall furnish such information and attach such documents to theair waybill as may be necessary to comply with such laws and regulations. Carrier is not liable to shipper and shipper shall indemnify Carrier forloss or expense due to shipper’s failure to comply with this provision.
12. No agent, employee or representative ofCarrier has authority to alter, modify or waive any provisions of this contract.
* This Resolution is in the handsof all IATA Cargo Agents.
1 In order to ensure consistency with any future changes in liabilitylimits for loss of, damage, or delay to cargo under Article 24 of the MontrealConvention, the IATA Secretariat is authorized to conform the provisions ofthis Resolution 600b (and any other affected Cargo Services ConferenceResolutions or Recommended Practices) to such changes without furtherConference action. Conforming changes shall take effect on the date specified inwritten notice to Members by the IATA Secretariat which shall include a copy ofthe revised Resolution.
Seafreight Terms and Conditions
We have listed terms and conditions of doing business withSeabay International Freight Forwarding Co Ltd. (‘Seabay’ hereafter). You are recommendedto read them carefully. If necessary, please seek independent legal advice. Wehave to stress that by accepting terms and conditions of any mode we assumethat you are accepting terms and conditions of all modes.
Please find in the following terms and conditions for doingbusiness with Seabay. Terms and conditions are the same as re currently printedon the Bills of Lading.
1. Definitions. The followingterminologies are used in the Bill of Lading (A)"Carrier" meansSeabay International Freight Forwarding Co Ltd (B)"Inland Carrier"means carriers (other than the Carrier) by land, water or air, participating incombined transport of the Goods, whether acting s carrier or bailee. (C)"Combined Transport" means carriage of the gods under the Bill ofLading from the designated address of receipt from merchant to the designatedof delivery to Merchant by the Carrier plus one or ore Inland Carriers. (D) "Port-to-PortTransportation" means carriage of the Goods under this Bill of Ladingother than combined transport.(E) "Merchant" includes the shipper,consignor, consignee, owner, and receiver of the Goods and the holder of thisBill of Lading. (F)"Goods" means the cargo described on the face ofthis Bill of Lading and, if the cargo is packed into container(s) supplied orfurnished by or on behalf of the Merchant, include the container(s) as well.(G)"Vessel" includes the vessel named on the face of this Bill ofLading and any ship, craft, lighter, barge or other means of transport that is substitutedin whole or in part for that vessel. (H) "Container" includes anycontainers (including an open top container) flat rack, platform, trailer,transportable tank, pallet or any other device used for transportation ofgoods. (I) "Laden on Board" or similar words endorsed on this Bill ofLading means that the Goods have been loaded on board the Vessel or are in thecustody of the Carrier, and in the event of Combined Transport if the originatingcarrier is an Inland Carrier. "On Board" means that the Goods havebeen loaded on board rail cars or other means of Inland carriage or are in thecustody of a participating railroad or other Inland Carrier.(J)"Subcontractor" includes stevedores, longshoremen, lighteners’,terminal operators, warehousemen, truckers, agents, servants, and any person,firm, corporation or other legal entity which performs services incidental tothe carriage of the Goods. (K) "United States" or "U.S."means the United States of America.
2. Clause Paramount. (A) theBill of Lading covers Carriage of Goods by water, thus it shall have effectsubject to the provisions as indicated in the "Hague Rules", namelythe International Conventions for the Unification of Certain Rules Relating toBills of Lading, dated on August 25,1924, as amended (including, where enacted,the Protocol dated on February 23,1968, known as the Visby Rules), as enactedin the country of shipment. When no such enactment is in force in the countryof shipment or is otherwise compulsorily applicable, the Hague Rules as enactedin the country of destination shall apply. When no such enactment is in forcein the country of shipment or in the country of destination, or is otherwise compulsorilyapplicable, the terms of the Hague Rules as enacted by the Convention shallapply. (B) If the Bill of Lading covers Goods moving to or from ports of theUnited States in foreign trade, then carriage of such goods shall be subject tothe provisions of the United States Carriage of Goods by Sea Act, 1936, 46U.S.C. P1300-1315 as amended (hereinafter "U.S. COGSA"), the terms ofwhich shall be incorporated herein. The provisions of U.S. COGSA shall (exceptas otherwise specifically provided in this Bill of Lading) apply when the Goodsare in the custody of the Carrier, or any other water carrier, or otherwisedesignated in the Bill of Lading.
3. Jurisdiction. Whenever theCarriage of Goods by Sea Act 1936(COGSA) of the United States of America applies,this contract will be governed by the US Law. Other legal actions against theCarrier may only be instituted in the country where the Carrier has itsprincipal residence of business and shall be decided according to the law ofthe country.
4. Limitation of LiabilityStatutes. The Bill of Lading shall NOT operate to limit or deprive theCarrier of any statutory protection of, exemption from, or limitation ofliability authorized by the applicable laws, statutes, or regulations.
5. Sub-Contracting: Exemptions andImmunities of Subcontractors. (A) The Carrier shall be entitled to subcontracton any terms the whole or part of the handling, storage, or carrier of theGoods and any and all duties whatsoever undertaken by the Carrier in relationto the Goods. (B) Merchant warrants that no claim shall be made against anySubcontractor (as defined in Article 1 (J), or Subcontractor, of Carrier,except Inland Carriers where otherwise appropriate, that imposes or attempts toimpose upon any of them or any vessel owned or operated by any ofthem anyliability in connection with the Goods, and, if any such claims should neverthelessbe made, to indemnify the Carrier against all consequences of such claims. (C)Without prejudice to the foregoing, every Subcontractor (and Subcontractor'sSubcontractor) shall have the benefit of all provisions in this Bill of Ladingfor the benefit of the Carrier as if such provisions were expressly for theSubcontractor's benefit. In entering into this contract the Carrier, to the extentof those provisions, does so not only on its own behalf of such Subcontractors.
6. Route to Transport. (A) TheGoods may, at the Carriers absolute discretion, be carried as a single shipmentor as several shipments by the Vessel and/or any other means of transport byland, water, or air and by any route whatsoever, whether or not such route isthe direct, advertised, or customary route. (B) The Vessel shall have libertyto call and/or stay at any port or place in or out of the direct, advertised,or customary route, once or more often and in any order, and/or to omit callingat any port or place whether scheduled or not. (C) The Vessel shall haveliberty , either with or without the Goods on board and either before or afterproceeding toward the port of discharge to adjust to compasses and othernavigational instruments, make trial trips or tests, dry dock, go to repairyards, shift berths, take on fuel or stores, embark or disembark any person,carry contraband, explosives, munitions, war-like stores and hazardous cargo,sail with or without pilots, tow or be towed, and save or attempt to save lifeor property. (D) If the Goods in whole or in part are for any reason notcarried on the Vessel named in this Bill of Lading, or if loading the Goods isdelayed or is likely to detain the Vessel, the Vessel may proceed withoutcarrying or loading the Goods in whole or in part, and notice to merchant ofsuch sailing is hereby waived. Carrier may forward the Good sunder the terms ofthis Bill of Lading on the next available ship or at Carrier's option by anyother means of transportation, whether by land, water or air. (E) At Carrier'soption and without notice to Merchant, another ship or ships may be substitutedfor the Vessel named in this Bill of Lading, whether or not the substitute shipis owned or operated by Carrier or arrives or departs, or is scheduled toarrive or depart, before or after the Vessel named by this Bill of Lading. (F)Any action taken by the Carrier under this Article6 shall be deemed to beincluded within the contractual carriage and such action, or delay resultingthere from, shall not be considered a deviation. Should the Carrier be heldliable in respect of such action, the Carrier shall be entitled to the fullbenefit of all privileges, rights, and immunities contained in this Bill ofLading.
7. Responsibility. (A) Insofaras this Bill of Lading is used for Port-to-Port Transportation of the Goods,the Carrier shall not be responsible for loss of or damage to the Goods causedbefore loading or after discharge."Loading" shall be deemed tocommence with the hooking on the vessel's tackle, or if not using the vessel'stackle, with the receipt of the Goods on deck or in the hold of (if the Goodsare in bulk liquid) in the vessel's permanent pipe connections."Discharge" shall be deemed to be completed when the Goods have beenunhooked from the vessel's tackle or removed from the vessel's deck or passedbeyond the vessel's permanent pipe connections. (B) Insofar as this Bill ofLading is used for combined transport of the Goods, the responsibility of theCarrier and each Inland Carrier with respect to the Goods shall be limited tothe period when the carrier has custody of the Goods, and no carrier, eitherOcean or Inland, shall be responsible for any loss or damage caused while theGoods are not in its custody. Any claim for loss of or damage to the Goods,including loss or damages resulting from delay, should be made against thecarrier having custody of the Goods when the loss or damage or delay wascaused. (C) If it is established by the Merchant that the Carrier isresponsible for loss of or damage to or in connection with the Goods, suchresponsibility, subject to the provisions of this Bill of Lading, shall be tothe extent following but not further: (1) With respect to loss or damage causedduring the period from the time when the Goods arrived at the sea terminal atthe port of loading to the time when they left the sea terminal at the port ofdischarge, or caused during any previous or subsequent period of carriage bysea or waterways, to theextent prescribed by the applicable Hague Rules asprovided in Article 2. (2)Save as indicated (C) (i) above, with respect to lossor damage caused during the handling, storage or carriage of the Goods byCarrier's Subcontractor, to the extent to which such Subcontractor would havebeen liable to the Merchant if he had made a direct and separate contract withthe Merchant in respect of such handling, storage or carriage, provided,however, that if the Carrier is not authorized under any applicable laws, rulesor regulations to undertake such handling, storage, or carriage under its ownresponsibility, the Carrier shall only be liable for procuring such handling,storage or carriage. If such handling, storage or carriage occurred in orbetween points in Europe, or where otherwise applicable, such responsibilityshall be governed (a) if by road by the Convention on the Contract for theInternational Carriage of Goods by Road, dated 19 May, 1956 (CMR); (b) if byrail, by the International Convention Concerning the Carriage of Goods by Rail,dated 25 February, 1961 (CIM); (c) if by air, by the Convention for theUnification of Certain Rules Relating to International Carriage by Air, signedWarsaw 12 October, 1929, as amended by the Hague Protocol dated 28 September,1955 (Warsaw Convention); (d) If it is established by the Merchant that anInland Carrier is responsible for loss ofor damage to or in connection with theGoods, such responsibility shall be tothe extent, but not further, than theInland Carrier would have been liable to the Merchant if he had made a directand separate contract with the Merchant in respect of handling, storage orcarriage of the Goods, as applicable. (e)Notwithstanding foregoing Article 7(A) or 7 (B), the Carrier does not undertake that the Goods shall arrive at theport of discharge or place of delivery at any particular time or in time tomeet any particular market or use, and the Carrier shall not be responsible forany direct or indirect loss or damage that is caused through delay. (f) If thisBill of Lading is used for Port-to-Port Transportation, the column indicatingfinal destination on the face of this Bill of Lading is solely for the purposeof the Merchant's reference, and the Carrier's responsibility for the Goodsshall in all cases cease at the time of discharge of the Goods at the port ofdischarge.
8. Liberties. (A) In anysituation whatsoever whether or not existing or anticipated before commencementof or during the transport, which in the judgment of the Carrier (including forthe purpose of this Article the Master and any person charged with thetransport or safekeeping of the Goods) has given or is likely to give rise todanger, injury, loss, delay, or disadvantage of whatsoever nature to theVessel, the Carrier, a vehicle, any person, the Goods or any property, or hasrendered or is likely to render it in any way unsafe, impracticable, unlawful,or against the interest of the Carrier or the Merchant to commence or continuethe transport or to discharge the Goods at the port of discharge or to deliverthe Goods at the place of delivery by the route and in the manner originallyintended by the Carrier, the Carrier (1) at any time shall be entitled tounpack the container(s) or otherwise dispose of the Goods in such way as theCarrier may deem advisable at the risk and expense of the Merchant and/or (2)before the Goods are loaded on the Vessel, a vehicle, or other means oftransport at the place of receipt or port of loading, shall been titled tocancel the contract of carriage without compensation and to require theMerchant to take delivery of the Goods and, upon his failure to do so, to warehouseor place them at any place selected by the Carrier at the risk and expense ofthe Merchant and/or (3) if the Goods are at a place awaiting transshipment, shallbe entitled to terminate the transport there and to store them at anyplaceselected by the Carrier at the risk and expense of the Merchant, and/or(4) ifthe Goods are loaded on the Vessel, a vehicle, or other means of transportwhether or not approaching, entering, or attempting to enter the port ofdischarge or to reach the place of delivery or attempting or commencing to discharge,shall be entitled to discharge the Goods or any part of them at any port orplace selected by the Carrier or to carry them back to the port of loading orplace of receipt and there discharge them. Any actions under (3) or (4) aboveshall constitute complete and final delivery and full performance of thiscontract, and the Carrier thereafter shall be free from any responsibility forcarriage of the Goods. (B) If, after storage, discharge, or any actions accordingto subpart (A) above the Carrier makes arrangements to store and/or forward theGoods, it is agreed that he shall do so only as agent for and at the sole riskand expense of the Merchant without any liability whatsoever in respect of suchagency. The Merchant shall reimburse the Carrier forthwith upon demand for allextra freight charges and expenses incurred for any actions taken according tosubpart (A), including delay or expense to the Vessel, and the Carrier shallhave a lien upon the Goods to that extent. (C) The situations referred to insubpart (A) above shall include, but shall not be limited to, those caused bythe existence or apprehension of war declared or undeclared, hostilities,riots, civil commotions, or other disturbances closure of, obstacle in, ordanger to any port or canal, blockade, prohibition, or restriction on commerceor trading quarantine, sanitary, or other similar regulations or restrictions,strikes, lockouts or other labor troubles whether partial or general andwhether or not involving employees of the Carrier or its Subcontractors,congestion of port, wharf, sea terminal, or similar place, shortage, absence orobstacles of labor or facilities for loading, discharge, delivery, or otherhandling of the Goods, epidemics or diseases, bad weather, shallow water, ice,landslip, or other obstacles in navigation or carriage (D)The Carrier, inaddition to all other liberties provided for in this Article, shall haveliberty to comply with orders, directions, regulations or suggestions as tonavigation or the carriage or handling of the Goods or the Vessel howsoevergiven, by any actual or purported government or public authority, or by anycommittee or person having under the terms of any insurance on the Vessel, theright to give such order, direction, regulation, or suggestion. If by reason ofand/or in compliance with any such order, direction, regulation, orsuggestions, anything is done or is not done the same shall be deemed to beincluded within the contractual carriage and shall not be a deviation.
9. Description and Particulars ofGoods. Any reference on the face of this Bill of Lading to marks, numbers,description, quantity, quality, gauge, weight, measure, nature, kind, value,and any other particulars of the Goods, is as furnished by the Merchant. TheCarrier shall not be responsible for the accuracy of any such reference and isnot bound thereby. The Merchant warrants to the Carrier that the descriptionsand particulars furnished by him are correct, and the Merchant shall indemnifythe Carrier against all loss, damage, expenses, liability, penalties and finesarising or resulting from in accuracy of any description or particular.
10. Use of Container. When the Goods on receiptare not packed into a container, the Carrier shall be at liberty to pack andcarry the Goods in any reasonable type of container.
11. Carrier's Container. (A) The Merchantassumes full responsibility for and shall indemnify the Carrier against anyloss of or damage to the Carrier's containers and other equipment if the lossor damage is caused or occurs while in the possession or control of theMerchant, his agents, or common carriers engaged by or on behalf of theMerchant (B) The Carrier shall in no event be liable for, and the Merchantshall indemnify and hold the Carrier harmless from, any death of or injuries topersons, or loss of or damage to property, caused by the Carrier's container orits contents while in the possession or control of the Merchant, his agents, orcommon carriers engaged by or on behalf of the Merchant.
12. Container Packed by Merchant. If thecargo received by the Carrier or Inland Carrier is in a container packed by oron behalf of the Merchant. (A)this Bill of Lading is prima facie evidence ofthe receipt only of the number on the face of this Bill of Lading. Thecondition and particulars of the contents are unknown to the Carrier and InlandCarriers, and the Carrier accepts no responsibility for the accuracy of thedescription of condition or particulars. (B) The Merchant warrants (1) that thestowage of the contents of the containers and the closing and sealing of thecontainers are safe and proper, and (2) that the containers and their contentsare suitable for handling and carriage in accordance with the terms of thisBill of Lading, including Article 15. In the event of the Merchant's breach ofany of these warranties, the Merchant and not the Carrier shall be responsiblefor, and the Merchant shall indemnify and hold Carrier harmless from, anyresulting loss or damage to persons or property (including the Goods) (C) TheMerchant shall inspect the container when it is furnished by or on behalf ofthe Carrier, and the container shall be deemed to have been accepted by theMerchant as being in sound and suitable condition for the purpose of thetransport contracted for in this Bill of Lading, unless the Merchant givesnotice to the contrary, in writing, to the Carrier before the transport. (D) Ifthe container is delivered after transport by the Carrier or Inland Carrierwith seals intact, such delivery shall be deemed to be full and completeperformance of the Carrier's obligation under this Bill of Lading, and theCarrier shall not be liable for any loss of or damage to the contents of thecontainer. (E) The Carrier and Inland Carrier shall have the right to open thecontainer and to inspect its contents without notice to the Merchant, at suchtime and place as the Carrier or Inland Carrier may deem necessary, and allexpenses incurred there from shall be borne by the Merchant. (F) If any seal ofthe container is broken by customs or other authorities for inspection of itscontents, the Carrier shall not be liable for any resulting loss, damage orexpenses.
13. Special Carriage or Container. (A) TheCarrier does not undertake to carry the Goods in refrigerated, heated,insulated, ventilated, or any other special hold or container, nor to carry anyspecial container packed by or on behalf of the Merchant, but the Carrier willtreat such Goods or container only as ordinary goods or dry container,respectively, unless: (1) special arrangements for the carriage of such Goodsor container have been agreed to in writing between the Carrier and theMerchant; (2) such special arrangements are noted on the face of this Bill ofLading; and (3) special freights as required has been paid. The Carrier shallnot be responsible for the function of a special container supplied by or onbehalf of the Merchant. (B) The Carrier shall not be liable for any loss of ordamage to Goods in a special hold or container arising from latent defects,breakdown, or stoppage of the refrigeration or heating machinery, insulation,ship's plant, or other such apparatus of the Vessel or container, provided thatthe Carrier shall before or at the beginning of the transport exercise duediligence to maintain the special hold or container in an efficient state. (C)If the Goods have been packed into a refrigerated container by the Carrier orInland Carrier, and the particular temperature range requested by the Merchantsis inserted in this Bill of Lading, the Carrier will set the thermostatic controlswithin the requested temperature range but does not guarantee the maintenanceof such temperature inside the container. (D) If the cargo received by theCarrier or InlandCarrier is in a refrigerated container packed by or on behalfof the Merchant, it is the obligation of the Merchant to stow the contentsproperly and set the thermostatic controls exactly. The Carrier shall not beliable for any loss of or damage to the Goods arising out of or resulting fromthe Merchant's failure in such obligation and Carrier does not guarantee themaintenance of the intended temperature inside the container.
14. Dangerous Goods, Contraband. (A) TheCarrier undertakes to carry Goods of an explosive, inflammable, radioactive,corrosive, damaging, poisonous, or dangerous nature only upon the Carrier'sapproval of a written application by the Merchant prior to the carriage of suchGoods. Such application must accurately state the name, nature andclassification of the Goods, as well as how they are dangerous and the methodof rendering the minnocuous, together with the full names and addresses of theshipper and the consignee.(B) The Merchant shall undertake that the nature anddanger of such Goods is distinctly and permanently marked on the outside of thepackage or container containing the Goods. (C) Merchant shall submit alldocuments or certificates required in connection with such Goods by anyapplicable statue or regulation or by the Carrier (D) Whenever the Goods arediscovered to have been received by the Carrier or Inland Carrier withoutcomplying with subparts (A), (B) or(C) above, or the Goods are found to becontraband or prohibited by any law or regulation of any place during thetransport, the Carrier shall be entitled to have such Goods rendered innocuous,thrown overboard, discharged, or otherwise disposed of at the Carrier'sdiscretion without compensation, and the Merchant shall be liable for andindemnify the Carrier against any loss, damage or liability, including loss offreight, and any other expenses directly or indirectly arising out of custodyor carriage of such Goods. (E) The Carrier may exercise the right conferredupon it under the preceding subpart whenever it is apprehended that Goodsreceived in compliance with subparts (A), (B) and(C) above have becomedangerous, even if not dangerous when received by the Carrier or InlandCarrier. (F) The Carrier has the right to inspect the contents of any packageor container at any time and place without the prior notice to Merchant and atthe risk and expense of the Merchant.
15. Stowage Under and on Deck. (A) Goods incontainers, vans, trailers, or chassis may be carried under deck or on deck,and when such Goods are carried on deck the Carrier shall not be required tospecially note mark, or stamp any statement of "on deck stowage" onthe face of this Bill of Lading, any custom to the contrary notwithstanding.Such on deck carriage shall not be considered a deviation. (B) Goods stowed inpoop, forecastle, deckhouse, shelter deck, passenger space, or any othercovered-in-space, or stowed in a container wherever placed, shall be deemed tobe stowed under deck for all purposes including general average. (C) Lumber,earth moving equipment and all other Goods customarily or reasonably carried ondeck may, at Carrier's option, be carried on deck without further notice toMerchant and without liability to the Carrier for the risks inherent in orincident to such carriage. Such on deck carriage shall not be considered adeviation. (D) In respect of Goods notin containers and carried on deck, andstated on this Bill of Lading to be so carried, all risks of loss or damagefrom perils inherent in or incident to the custody or carriage of such Goodsshall be borne by the Merchant and in all other respects the Carrier shall havethe benefit of the provisions of the applicable, version of the Hague Rules(including U.S. COGSA, notwithstanding Section 1301 (c) thereof) and the termsof this Bill of Lading
16. Live Animals and Plants. Regarding the custodyand carriage of live animals and plants, all risks of loss or damage by perilsinherent in or incident to such carriage shall be borne by the Merchant. Inother respects the Carrier shall have the benefit of the provisions of theapplicable version of the Hague Rules (including U.S. COGSA, notwithstandingSection 1301(c) thereof) and the terms, either implied or expressly, of theBill of Lading.
17. Valuable Goods. The Carrier shall not beliable to any extent for any loss of or damage to or in connection withprecious metals, stones, or chemicals, jewelry, currency, negotiableinstruments, securities, writings, documents, works of art, curios, heirlooms,or any other valuable goods, including goods having particular value only forthe Merchant, unless the true nature and value of the Goods have been declaredin writing by the Merchant before receipt of the Goods by the Carrier or InlandCarrier, the same is inserted on the face of this Bill of Lading and additionalfreight has been paid as required.
18. Heavy Lift. (A) The weight of a singlepiece or package exceeding 2,240 lbs. gross must be declared by the Merchant inwriting before receipt by the Carrier or Inland Carrier and must be markedclearly and durably on the outside of the piece or package in letters andfigures not less than two inches high. (B) If the Merchant fails in hisobligations under the preceding subpart (1) the Carrier shall not beresponsible for any loss of or damage to in connection with the Goods. (2) theMerchant shall be liable for resulting loss of or damage to any person orproperty, and (3) Merchant shall indemnify the Carrier against any resultingloss, damage, or liability suffered by the Carrier.
19. Delivery by Marks. (A) The Carrier shallnot be liable for failure or delaying delivery in accordance with marks, unlesssuch marks have been clearly and durably stamped or marked upon the Goods,package, or container by the Merchant before they are received by the Carrieror Inland Carrier, in letters and numbers not less than two inches high,together with the names of the port of discharge and place of delivery. (B) Inno circumstances shall the Carrier be responsible for delivery in accordancewith other than leading marks. (C) The Merchant warrants that the marks on theGoods, packages and containers correspond to the marks shown on this Bill ofLading and also in all respects comply with all laws and regulations in forceat the port of discharge or place of delivery. The Merchant shall indemnity theCarrier against all loss, damage or expenses resulting from inaccuracy orincompleteness of the marks. (D) Goods that cannot be identified as to marks ornumbers, cargo sweeping liquid residue and any unclaimed goods not otherwiseaccounted for maybe allocated for the purpose for completing delivery to thevarious Merchants of Goods of like character in proportion to any apparentshortage, loss of weight or damage.
20. Delivery. (A) The Carrier shall have theright to deliver the Goods at any time at the Vessels side, customhouse,warehouse, wharf, or any other place designated by the Carrier, within thegeographic limits of the port of discharge or place of delivery shown of theface of this Bill of Lading (B) The Carrier's responsibility shall cease whenthe Goods have been delivered to the Merchant, Inland Carrier, connectingcarrier or any other person entitled to receive the Goods on Merchant's behalfat the place designated by the Carrier. Delivery of the Goods to the custody ofcustoms or any other public authority shall constitute final discharge of theCarrier's responsibility. (C) In case the cargo received by the Carrier iscontainers packed by or on behalf of the Merchant (1) The Carrier shall only beresponsible for delivery of the total number of containers received (2) The Carriershall not be required to unpack the containers and deliver their contents inaccordance with brands, marks, numbers sizes, to types of items or pieces (3)At the Carriers discretion and upon the Merchant's request in writing to theCarrier at least 3 days prior to the scheduled date of arrival the of Vessel atthe port of discharge containers may be unpacked and their contents deliveredby the Carrier in accordance with the written request. In such a case if theseal of the containers is intact at the time of unpacking all the Carrier'sobligations under this Bill of Lading shall be deemed to have been discharged,the Carrier shall not be responsible for any loss or damage resulting from suchdelivery and the Merchants shall be liable for an appropriate adjustment of thefreight and any additional charges incurred (D)If the Goods have been packedinto a container by the Carrier shall unpack the container and deliver itscontents and the Carrier shall not be required to deliver the Goods in thecontainer. At the Carrier's discretion, and subject to prior arrangementbetween the Merchant and the Carrier the Goods may be delivered to Merchant inthe container, in which case if the container is delivered with seals intactall the Carrier's obligations under this Bill of Lading shall be deemed to havebeen discharged, and the Carrier shall not be responsible for any loss ordamage to the contents of the container. (E)Optional delivery shall be grantedonly when arranged prior to the time of receipt of the Goods by Carrier and if expresslystated on the face of this Bill of Lading. The Merchant desiring to availhimself of the option so expressed must give notice in writing to the Carrierat the first port of call named in the option at least 48 hours prior to theVessel's arrival there, otherwise the Goods shall be landed at any of theoptional ports at Carrier's option, and the Carrier's responsibility shall thencease. (F) Carrier is not responsible to give notification, in writing orotherwise, either to Merchant or others, of the arrival, discharge, ordisposition of Goods, any custom or agreement to the contrary notwithstanding,and notwithstanding any notation on the face of this Bill of Lading, concerningnotification or a notify party.
21. On-Carriage and Forwarding. (A) Whetherarranged beforehand or not, the Carrier shall be at liberty without notice tocarry the Goods wholly or partly by the named or any other Vessel, craft barge,or other means of transport by water, land or air, whether or not owned oroperated by the Carrier. (B) The Carrier may under any circumstances whatsoeverdischarge the Goods or any part of them at any port or place for transshipmentand store them afloat or ashore and then forward them by any means oftransport. (C) If the Goods cannot be found at the port of discharge or placeof delivery, or if they be miscarried, they, when found, may be forwarded totheir intended port of discharge or place of delivery at the Carrier's expense,but the Carrier shall not be liable for any loss, damage, delay, ordepreciation arising from such forwarding. (D) In case of Port-to-PortTransportation, transshipment of cargo, or receipt of cargo from ports orinland points not including within the ship's itinerary or the Carrier'sservice, is to be at the sole risk and expense of the Merchant, and neither theCarrier not its Vessel shall be deemed to be the agent or principal of a prioror subsequent carrier notwithstanding the issuance by the Carrier of a bill oflading, receipt, or other shipping document at a time or place prior to that atwhich the Goods are received by the Carrier.
22. Fire. The Carrier shall not be responsible for anyloss of or damage to the Goods arising from fire at any time, even thoughbefore loading on or after discharge from the Vessel, unless the fire is causedby the de facto fault of the Carrier.
23. Specific and General Liens. (A) TheCarrier shall have a general and continuing lien on the Goods as well as on anyother property of the Merchant coming into the Carrier's actual or constructivepossession or control for monies owed to the Carrier with regard to theshipment on which the lien is claimed, a prior shipment(s), or any other priorobligation, including, without limitation, freight, dead freight demurrage,detention, any Charges, and for any expenses the Carrier incurs for storage,security, repacking, remarking, fumigation, or required disposal of Goods, forfines, dues, tolls, or commissions the Carrier has paid or advanced on behalfof the Goods, for any sums, including, without limitation, for legal expensesthe Carrier has incurred because of any attachment or other legal proceedingsbrought against the Goods by governmental authorities or any person claiming aninterest in the Goods. The failure to pay any Charges may result in a lien on afuture shipment(s), including the cost of storage and appropriate security forthe subsequent shipment(s) that the Carrier may hold under this section. In anyevent, the Carrier's lien shall survive discharge or delivery of the Goods.(B)The Carrier shall provide written notice to the Merchant of the Carrier's intentto exercise its lien rights, which notice shall set forth the exact amount ofmonies due. The Merchant shall notify all parties that it knows to have aninterest in the shipment(s) of the Carrier's lien rights and the exercise ofsuch rights. (C) Unless, within 30 days of receiving notice of lien, theMerchant posts cash or letter of credit at sight, or if the amount due is indispute, an acceptable bond equal to 110 per cent of the value of the totalamount due, in favor of Carrier, guaranteeing payment of all monies due, plusall ongoing and accruing charges, such as storage, the Carrier shall have theright to enforce its lien by public or private sale of the Goods or any other propertyof the Merchant, in bulk or in packages, at any time or place and on any termsthat are commercially reasonable, after which the Carrier shall refund to theMerchant any net proceeds remaining after such sale. (D) If Goods are unclaimedduring a reasonable time, or whenever in the Carrier's opinion the Goods willbecome deteriorated, decayed or worthless, the Carrier (without responsibilityto it) may at its discretion and subject to its lien, sell, abandon, orotherwise dispose of such Goods at the sole risk and expense of the Merchant
24. Freight and Charges. (A) Freight may becalculated on the basis of the particulars of the Goods furnished by theMerchant, who shall be deemed to have guaranteed to the Carrier the accuracy ofthe contents, weight, measure, or value as furnished by him at the time ofreceipt of the Goods by the Carrier or Inland Carrier, but the Carrier for thepurpose of ascertaining the actual particulars may at any time and at the riskand expense of the Merchant open the container or package and examine contents,weight, measure, and value of the Goods. In case of incorrect declaration ofthe contents, weight, measure and or value of the Goods, the Merchant shall beliable for and bound to pay to the Carrier: (1) the balance of freight betweenthe freight charged and that which would have been due had the correct detailsbeen given, plus (2) expenses incurred in determining the correct details, plus(3) as liquidated and ascertained damages, an additional sum equal to thecorrect freight. (B) Full freight to the port of discharge or place of deliveryshall be considered as completely earned on receipt of the Goods by theCarrier, whether the freight be stated or intended to be prepaid or to becollected at destination. The Carrier shall be entitled to all freight andother charges due hereunder, whether actually paid or not and to receive andretain such freight and charges under any circumstances, whether the Vesseland/or the Goods be lost or not, or the voyage be broken up, frustrated, orabandoned at any stage of the entire transit. Full freight shall be paid ondamaged or unsound Goods.(C) The Payment of freight and/or charges shall bemade in full and in cash without any offset, counter claim, or deduction. Wherefreight is payable at the port of discharge or place of delivery, such freightand all other charges shall be paid in the currency named in this Bill ofLading, or, at Carrier's option, in other currency subject to the regulators ofthe freight conference concerned, if any, or custom at the place of payment.(D) Goods once received by the Carrier cannot be taken away or disposed of bythe Merchant except upon the Carrier's consent and after payment of fullfreight and compensation for any loss sustained by the Carrier through suchtaking away or disposal. (E) If the Goods are not available when the Vessel isready to load: (1) The Carrier is relieved of any obligation to load such Goodsand the Vessel may leave the port without further notice. (2) Unless theunavailability arises in the course of combined transport and is caused by thefailure of an Inland Carrier to perform its obligations under this Bill ofLading, dead freight shall be paid by the Merchant. (F) The Merchant shall beliable for and shall indemnify the Carrier against: (1) all dues, duties,taxes, consular fees, and other charges levied on the Goods, and (2) all fines,damages and losses sustained by the Carrier in connection with Goods, howsoevercaused, including the Merchant's failure to comply with laws and regulations ofany public authority in connection with the Goods, or failure to procureconsular, Board of Health, or other certificates to accompany the Goods. TheMerchant shall be liable for return freight and changes on any Goods refusedexportation or importation by any public authority. (G) If the Carrier is ofthe opinion that the Goods are in need of sorting, inspecting, mending,repairing, or reconditioning, or otherwise require protecting or caring for,the Carrier at its discretion may, by itself or through Subcontractors, and asagent for the Merchant, carry out such work at the risk and expense of theMerchant. (H) The shipper, consignor, consignee, owner of the Goods and holderof this Bill of Lading shall be jointly and severally liable to the Carrier forthe payment of all freight and charges and for the performance of theobligations of any of them under this Bill of Lading
25. Notice of Claim and Time for Suit against Carrier. (A)Unlessnotice of loss or damage and the general nature of such loss or damage be givenin writing to the Carrier at the port of discharge or place of delivery beforeor at the time of delivery of the Goods or, if the loss or damage is notapparent, within 3 days after delivery, the Goods shall be deemed to have beendelivered as described in this Bill of Lading. (B) The Carrier shall bedischarged from all liability in respect of the Goods, including withoutlimitation nondelivery, misdelivery, delay, loss, or damage, unless suit hasbeen brought within one year after delivery of the Goods or the date when theGoods should have been delivered. Suit shall not be considered to have been"brought" within the time specified unless process shall have beenserved and jurisdiction obtained over the Carrier within such time.
26. Limitation of Liability. (A) Subject tosubpart (B) below for the purpose of determining the extent of the Carrier'sliability for loss of or damage to the Goods, the Merchant agrees that thevalue of the Goods is the Merchant's net invoice cost, plus freight andinsurance premium, if paid. The Carrier shall not be liable for any loss ofprofit or any consequential loss.(B) Insofar as the loss of or damage to or inconnection with the Goods was caused during the part of the custody or carriageto which the applicable version of the Hague Rules applies: (1) The Carriershall not be liable for loss or damage in an amount exceeding the minimumallowable per package or unit in the applicable version of the Hague Rules,which when U.S. COGSA is applicable is an amount not exceeding U.S. $500 perpackage or customary freight unit, unless the value (and nature) of Goodshigher than this amount has been declared in writing by the Merchant beforereceipt of the Goods by the Carrier and inserted on the face of this Bill ofLading and extra freight has been paid as required. If the actual value of theGoods per package or unit exceeds such declared value, the value shallnevertheless be deemed to be the declared value, and the Carrier's liability,if any, shall not exceed the declared value. Any partial loss or damage shallbe adjusted pro rata on the basis of such declared value. If the declared valuehas been willfully misstated or is markedly higher than the actual value, theCarrier shall not be liable to pay any compensation. (2) Where the cargo hasbeen packed into a container or unitized into a similar article of transport byor on behalf of the Merchant, it is expressly agreed that the number of suchcontainers or similar articles of transport shown on the face of this Bill ofLading shall be considered as the number of the packages or units for thepurpose of the application of the limitation of liability provided for in thisArticle.
27. General Average: New Jason Clause. (A)General average shall be adjusted, stated and settled at any port or place asthe Carrier's option and according to the York-Antwerp Rules, 1974 and as tomatters not provided for by these Rules, according to the laws and usages ofthe port or place of adjustment and in the currency selected by the Carrier.The general average statement shall be prepared by the adjusters appointed bythe Carrier. Average agreement or bond and such cash deposit as the Carrier maydeem sufficient to cover the estimated contribution of the Goods and anysalvage and special charges thereon and any other additional securities as theCarrier may require shall be furnished by the Merchant to the Carrier beforedelivery of the Goods. (B) In the event of accident, danger, damage, ordisaster before or after commencement of the voyage, resulting from any causewhatsoever, whether due to negligence or not for which or for the consequenceof which the Carrier isn't responsible by statue, contract, or otherwise, theGoods and the Merchant shall jointly and severally contribute with the Carrierin general average to the payment of any sacrifices, loss, or expenses of ageneral average nature that may be made or incurred, and shall pay salvage andspecial charges incurred in respect of the Goods. If a salvage ship is owned oroperated by the Carrier, salvage shall be paid for as fully and in the samemanner as if such salvaging ship belonged to strangers.
28. Both to Blame Collision. If the Vesselcomes into collision with another ship as a result of the negligence of theother ship and any act, neglect, or default of the Master, mariner, pilot, orservants of the owner of the Vessel in the navigation or in the management ofthe Vessel, the Merchant shall indemnify the Carrier against all loss orliability which might be incurred directly or indirectly to the other ornon-carrying ship or her owners insofar as such loss or liability representsloss of or damage to his Goods or any claim whatsoever of the Merchant paid orpayable by the other or non-carrying ship or her owners to the Merchant andset-off, recouped, or recovered by the other or non-carrying ship or her ownersas part of their claim against the carrying Vessel or its owner. The foregoingprovisions shall also apply where the owners, operators, or those in charge ofany ship or ships or objects other than, or in addition to the colliding shipsor objects are at fault in respect of a collision contact stranding or otheraccident.
29. Carriage of Metal Products, Lumber,Cotton. (A) The term "apparent good order and condition" whenused in this Bill of Lading does not mean: (1) with reference to iron, steel,or metal products, that the Goods when received were free from visible rust ormoisture. (2) with reference to lumber, timber, plywood, or other woodproducts, that the Goods when received were free from visible stains,discoloration, moisture, shakes, holes, chaffed, breakage or splitting. If theMerchant so requests a substitute bill of lading will be issued setting forthany notations as to the foregoing that may appear on the mate's or tallyclerk's receipts or similar document. (B) Description of the condition ofcotton cargo does not relate to the sufficiency or not or condition of thecovering nor to any damage, resulting there from. Carrier shall not beresponsible for any such damage.
30. Grain. Discharge of grain received by theCarrier in bulk may take place in port, on barges, and/or lighters, orelsewhere, using or not using elevators, and such discharge shall constitute asufficient delivery by the Carrier. Thereafter any risk and expense associatedwith the said grain shall be borned by the Merchant.
31. Intermodal Transportation (A) This Billof Lading may be issued for Intermodal Transportation in any country. When soissued as between the Merchant and an Inland Carrier custody and carriage ofthe Goods by the Inland Carrier are subject to the relevant laws, regulations,tariffs and bill of lading are available from the Carrier or Inland Carrierupon request. (B)Claims by the Merchant against an Inland Carrier for loss ordamage shall be given and suit commenced as provided in the Inland Carrier'sapplicable bill of lading
32. Carrier's Tariff. Subject to theCarrier's application tariff, copies of the applicable tariff associated withthe Bill of Lading are obtainable from the Carrier upon request.
33. Severability of Terms. Some terms of theBill of Lading are severable and if any part or term is declared invalid orunenforceable, the validity or enforceability of any other part or term shallnot be affected.
34. Himalaya Clause. All exceptions,exemptions defenses immunities, limitations on liability, privileges andconditions granted or provided by this Bill of Lading or by applicable tariffor by statue or for the benefit of the Carrier shall also apply to and for thebenefit of the officers and employees of the Carrier and the agents, officersand crew of the Vessel and to and for the benefit of all parties performingservices in connection with the Goods as agents or contractors of the Carrier(including, without limitation, stevedores, terminal operators and agents) andthe employees of each them.
35. Sea Waybill. When this document isentitled Sea Waybill on the reverse side, this document is evidence of acontract of carriage and shall have effect subject to the CMI Uniform Rules forSea Waybills, which are deemed to be incorporated herein; provided, howeverthat if any provision of such Rules are inconsistent with those of thisdocument, the latter shall prevail. Any reference in the above Sections to aBill of Lading shall be construed as a reference to a Sea Waybill when thisdocument is entitled Sea Waybill on the reverse side.
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