DelTrans :: Legal

DelTrans International Shipping Corporation

Suite 107, Cidel Place
Lower Collymore Rock
Bridgetown, St. Michael
St Michael , Barbados

BILL OF LADING TERMS AND CONDITIONS

1. DEFINITIONS

1.1 “Booking” means the document issued by the Carrier which evidences the Merchant’s acceptance of the Carrier’s Quotation.

1.2 "Carriage" means the whole of the operations and services including inland and ocean portions thereof undertaken directly or indirectly by the Carrier in respect of the Goods including loading, unloading, storing, warehousing, handling and any and all duties whatsoever undertaken by the Carrier in relation to the goods.

1.3 "Carrier” means DelTrans International Shipping Corporation.

1.4 "Combined Transport” arises where the Carriage called for by this Bill of Lading is not Port to Port.

1.5 "Container" includes any container (including an open top container), van, flat rack, platform, trailer, transportation tank, or any other similar article used to consolidate the Goods and any connected equipment.

1.6 "Dangerous Goods" include any goods classified or described as dangerous in the Dangerous Goods Code issued by the Inter-Governmental Maritime Organisation ("the IMO CODE"), and any goods which may present or be likely to present any hazard to the conveyance in which they are carried or to other goods or property or to any person.

1.7 "Goods" means the cargo enumerated on the face hereof accepted from the Merchant whether packed in Containers or not and includes any Container not supplied by or on behalf of the Carrier.

1.8 "Hague Rules" means the provisions of the International Convention for the Unification of certain Rules relating to Bills of Lading as signed at Brussels on 25th August 1924.

1.9 "Hague-Visby Rules" mean the Hague Rules as amended by the Protocol signed at Brussels on 23rd February 1968.

1.10 "Hamburg Rules" mean the provisions of the UN Convention on the Carriage of Goods by Sea 1978.

1.11 "Holder" means any person validly in possession of this Bill of Lading and to whom the property in the Goods has passed upon or by reason of the consignment of the Goods or the endorsement of this Bill of Lading or otherwise.

1.12 "Merchant" includes the Shipper, the consignee, the Holder, and the receiver or owner of the Goods and any person acting on behalf of the persons mentioned in this definition.

1.13 "Port to Port Shipment" arises where the Place of Receipt and the Place of Delivery are not indicated on the front of this Bill of Lading or if both the Place of Receipt and the Place of Delivery indicated are ports and the Bill of Lading does not in the nomination of the Place of Receipt or the Place of Delivery on the front hereof specify any place or spot within the area of the port so nominated.

1.14 “Package” means: a) that where a Container is used to consolidate Goods and such Container is stuffed by the Carrier, the number of packages or shipping units stated on the face of this Bill of Lading in the box provided shall be deemed to be the number of packages or shipping units for the purpose of any limit of liability per package or shipping unit or b) as provided for in any applicable international convention or compulsorily applicable national law relating to the carriage of the Goods by sea. Except as aforesaid, the Container shall be deemed to be the package or the shipping unit.

1.15 “Quotation” means the Carrier’s written offer which, if accepted by the Merchant, will generate the Booking.

1.16 “SDR” means a special drawing right as defined by the International Monetary Fund.

1.17 “Shipping unit” means freight unit and the term “unit” as defined in the Hague Rules and Hague-Visby Rules.

1.18 “Subcontractor” includes owners, charterers and operators of vessels (other than the Carrier), stevedores, terminal and groupage operators, road, rail and air operators, warehousemen and any independent operators employed by the Carrier performing the Carriage and any direct or indirect Subcontractors, servants and agents thereof whether in direct contractual privity or not.

2. QUOTATION AND BOOKING

The terms of the Carrier's Quotation and the Booking, if any, are incorporated herewith. In the case of inconsistency between this Bill of Lading and the Carrier’s Quotation, if any, or the Booking, if any, this Bill of Lading shall prevail.

3. WARRANTY

3.1 The Merchant warrants that in agreeing to the terms hereof he is or is an agent of or has the authority of the person owning or entitled to the possession of the Goods and this Bill of Lading;

3.2 The Merchant warrants that he is competent and that he has reasonable knowledge of all aspects of his business affairs including the terms of his purchase and sale of goods contracts, the need if any for insurance and the type and extent thereof, and the need for the confidential handling of information relating to high value goods.

4. NEGOTIABILITY and TITLE TO GOODS

This Bill of Lading shall be non-negotiable unless made out “to order” in which event it shall be negotiable and shall constitute title to the Goods and the Holder shall be entitled to receive or to transfer the Goods herein described.

5. GENERAL EXCLUSIONS and IMMUNITIES

5.1 In addition to every exemption and limitation whatsoever that the Carrier is entitled to be benefited under these terms, any applicable international convention or compulsorily applicable national law, the Carrier shall in any event and in all cases whatsoever be relieved of all liability for any loss or damage if such loss or damage was caused by or resulted from:

A. The act or omission of the Merchant;

B. Compliance with the instructions of the Merchant;

C. Wrongful, false, incorrect or inaccurate description of the Goods or other particulars provided by the Merchant;

D. The lack or insufficiency of or defective condition of packing in the case of Goods which, by their nature, are liable to wastage or to be damaged when not packed or when not properly packed;

E. Lack, insufficiency or inadequacy of marks or numbers of the Goods, or packages or Containers;

F. Handling, loading, stowage, or unloading of the Goods by or on behalf of the Merchant;

G. Inherent vice of the Goods;

H. Strikes or lockouts or stoppages or restraints of labour from whatsoever causes whether partial or general;

I. Fire, unless caused by the actual fault or privity of the Carrier, for which the Merchant shall have the burden of proof;

J. An act, neglect or default in the navigation of a ship;

K. A nuclear incident;

L. Military actions, riots, revolutions and civil disturbances;

M. Force majeure including, without restricting the generality of this term, hindrances to traffic due to ice, snow, floods and all other forms of unforeseen natural phenomena;

N. Act of God;

O. Saving or attempting to save life or property at sea;

P. Any cause or event which the Carrier could not avoid and the consequence whereof it could not prevent by the exercise of due diligence;

Q. Any missing, incomplete or delayed documents, information or data which are required to be submitted by the Merchant in accordance with any and all applicable laws and regulations; and

R. Compliance with any security requirements imposed by any authority.

5.2 The burden of proving that the loss or damage was caused by or resulted from one or more of the causes or events specified in clause 5.1 shall rest upon the Carrier except that where the Carrier establishes on the balance of probabilities that, in the circumstances of the case, the loss or damage could be attributed to one or more of the causes or events specified in clauses 5.1 D, F or G, it shall be presumed that it was so caused. The Merchant shall, however, be entitled to prove that the loss or damage was not, in fact, caused either wholly or partly by one or more of these causes or events.

5.3 The terms and conditions of this clause shall apply to any claim or action against the Carrier for any loss or damage whatsoever and howsoever occurring (and without restricting the generality of the foregoing, including delay, late delivery and/or delivery without the surrender of this bill of lading) and whether the action be founded in contract, bailment or in tort and even if the loss or damage arose as a result of unseaworthiness, negligence, gross negligence or fundamental breach of contract.

6. CERTAIN RIGHTS FOR THE CARRIER AND OTHER PERSONS

6.1 SUBCONTRACTING

The Carrier shall be entitled to subcontract directly or indirectly on any terms whatsoever the whole or any part of the Carriage of the Goods and any and all duties whatsoever undertaken by the Carrier in relation to the Goods.

6.2 CONSOLIDATION

The Carrier shall be entitled to consolidate the Goods with other cargo and to procure the performance of the whole or any part of the Carriage by contracting directly or indirectly with any person on any terms whatsoever for the movement of a consolidated shipment which includes the whole or any part of the Goods.

6.3 HIMALAYA CLAUSE

It is understood that the Carrier will use the services of others in the performance of the Carriage and it is expressly agreed between the Merchant and the Carrier that each and every person including servants, agents, subcontractors engaged or employed, directly or indirectly, by the Carrier shall be the beneficiary of any and all terms and conditions of this contract and shall be entitled to the same rights, exemptions from and limitations of liability, defences and immunities to which the Carrier is entitled under this Bill of Lading and pursuant to any applicable law. In entering into this contract the Carrier does so on its own behalf but also as an agent of and trustee for each person described herein, each of whom shall be deemed to be a party to this contract to the extent of being afforded and entitled to the rights, defences, exemptions, immunities, and limitations of liability accorded to the Carrier hereunder.

6.4 CLAIM AGAINST CARRIER ONLY

The Merchant undertakes that any claim arising under the Bill of Lading shall be made only against the Carrier and that no claim shall be made against any servant, agent or subcontractor of the Carrier and all others by whom the whole or any part of the Carriage, whether directly or indirectly, is arranged, procured, performed or undertaken or against any vessel, her owners or operators which imposes or attempts to impose upon any of them any liability whatsoever in connection with the Goods or in connection with the performance of the Carriage, whether or not arising in contract, bailment, tort, negligence, breach of express or implied warranty or otherwise , and if any such claim should nevertheless be made to defend, indemnify and hold harmless the Carrier against any and all consequences thereof including legal and all other costs, including attorney’s fees, incurred by or on behalf of the Carrier.

7. CARRIER’S LIABILITY

7.1 CLAUSE PARAMOUNT

7.1.1 All carriage by sea under this Bill of Lading shall be subject to the International Convention for the Unification of certain rules of law relating to Bills of Lading signed at Brussels on 25th August 1924 (The Hague Rules) or the Hague Rules as amended by the Protocol signed at Brussels on 23rd February 1968 (the Hague-Visby Rules) or the United Nations Convention on the Carriage of Goods by Sea 1978 (the Hamburg Rules), where compulsory or if there is no such applicable law in accordance with the Hague-Visby Rules.

7.1.2 Notwithstanding clause 7.1.1 hereof, all carriage under this Bill of Lading to or from the United States shall be subject to the Carriage of Goods by Sea Act (COGSA).

7.1.3 Notwithstanding clause 7.1.1 hereof, all carriage under this Bill of Lading to or from Canada shall be subject to the Marine Liability Act.

7.1.4 Unless the Carrier's liability is governed by mandatory applicable law as provided for in this section, Carrier shall have no liability for loss or damage to the Goods. The Merchant has expressly agreed to place all risk of loss of or damage to the Goods with its insurer further to clause 26.6 herein.

7.2 KNOWN PLACE OF LOSS OR DAMAGE

7.2.1 Except in the USA, where it is established that the loss or damage to the Goods occurred during sea carriage, the Carrier’s liability shall be governed in accordance with clause 7.1 hereof.

7.2.2 Except in the USA, where it is established that the loss or damage to the Goods occurred during land or air carriage, the Carrier’s liability shall be governed by any international convention or national transportation law which is by its own terms compulsorily applicable the provisions of which cannot be departed from by private contract to the detriment of the Merchant and which would have applied had the Merchant made a separate and distinct contract with the Carrier in respect of the particular stage of Carriage where the loss or damage occurred and received as evidence thereof a document which must be issued in order to make such international convention or national law applicable.

7.2.3 Except in the USA and subject to clause 5 above, where the place of loss or damage is known and clauses 7.2.1 and 7.2.2 do not apply the Carrier’s maximum liability shall be determined in accordance with clause 8.1.2 hereof.

7.2.4 For shipments to or from the USA and where it is established that the loss or damage to the Goods occurred during sea carriage, the Carrier’s liability shall be governed in accordance with the provisions and limits of COGSA as provided for in clause 7.1 hereof.

7.2.5 For shipments to or from the USA and where it is established that the loss or damage to the Goods occurred during land or air carriage in the USA, liability shall be limited as per clause 8.2 hereof.

7.3 PLACE OF LOSS OR DAMAGE NOT KNOWN

If it cannot be established where the loss or damage to the Goods occurred and subject to clause 5 above, the Carrier’s maximum liability shall be determined in accordance with clause 8.1.2 hereto.

7.4 DELAY

The carrier does not undertake that the Goods shall arrive at the Port of Discharge or Place of Delivery at any particular time or to meet any particular market or use and the Carrier shall not be liable for any direct, indirect or consequential loss or damage caused by delay provided however that if this exemption from liability shall be invalid under the applicable law, compensation for the consequences of delay shall not exceed 2 SDR per kilogram of gross weight with a maximum of 1,000 SDR per Bill of Lading regardless of whether the delay is caused by the, negligence, misrepresentation, or acts of omission or commission of the Carrier.

8. COMPENSATION FOR LOSS OR DAMAGE

8.1 For all shipments worldwide except for the USA, unless the Merchant, with the consent of the Carrier, has declared a higher value for the Goods in the space provided on the front of this Bill of Lading and paid extra freight as agreed to by the Carrier in which case such higher value shall be the limit, the Carrier’s limit shall be limited as follows:

8.1.1 If it can be determined where the loss or damage occurred, the liability limits provided for in international conventions or national legislation referred to in clauses 7.1 and 7.2.2; and

8.1.2 If it cannot be determined where the loss or damage occurred or if no international conventions or national legislation as referred to in clause 7.2.2 apply, compensation shall not exceed 2 SDR per kilogram of gross weight with a maximum of 1000 SDR per Bill of Lading.

8.2 For all shipments to or from the USA unless otherwise mandated by compulsory applicable law, the Carrier’s liability for compensation for loss of or damage to the Goods shall in no case exceed the amount of US$500 per package or per customary freight unit unless the Merchant, with the consent of the Carrier, has declared a higher value for the Goods in the space provided on the front of this Bill of Lading and has paid freight as agreed to by the Carrier, in which case such higher value shall be the limit of Carrier’s liability. Where a Container is stuffed by the Merchant or on its behalf, and the Container is sealed when received by the Carrier for shipment, the Carrier’s liability shall be limited to US$500 with respect to the entire contents of each such Container, except where the Merchant declares the value on the face hereof and pays additional charges on such declared value. The freight charged on sealed Containers when no higher valuation is declared by the Merchant is based on a value of US$500 per Container. In land and domestic air transport, the Carrier’s liability shall be limited to a maximum of 2 SDR per kilogram of gross weight with a maximum of 1,000 SDR per Bill of Lading. However, the Carrier shall not, in any case, be liable for an amount greater than the actual loss to the person entitled to make the claim.

8.3 Compensation for liability, if any, shall be calculated according to the actual value of the Goods at the time and place when received by the Carrier. The Carrier shall have the option of replacing lost goods or repairing damaged goods.

9. NOTICE OF CLAIM AND TIMEBAR

9.1 NOTICE OF LOSS AND SUBMISSION OF CLAIMS

Subject to any provision herein to the contrary unless notice of loss of or damage to the Goods and the general nature of it be given in writing to the Carrier before or at the time of the removal of the Goods into the custody of the person entitled to delivery thereof under this Bill of Lading or, if the loss or damage is not then apparent, within 3 consecutive days thereafter and such removal shall be prima facie evidence of the delivery of the Goods in good condition by the Carrier. The Merchant shall comply with all time limitations concerning the submission of claims for loss or damage to the Goods which may be applicable where the liability of the Carrier is determined other than by the legislation or rules referred to in clause 7.1 hereof.

9.2 NOTICE FOR CLAIM – TIME FOR SUIT

In any event the Carrier shall be discharged of all liability unless suit is brought a) in cases where the liability of the Carrier is determined by the legislation or Rules referred to in clause 7.1 hereof within twelve months, or b) within the time established by any international convention or national transportation law as referred to in clause 7.2.2 above, or c) in all other cases within 9 months after delivery of the Goods or the date when the Goods should have been delivered, which in the case of total loss shall in the absence of evidence to the contrary be deemed to be a date two calendar months after the Goods have been received for the Carriage.

10. AD VALOREM

10.1 Higher compensation for loss or damage to the Goods than the limit permitted by the legislation or rules and provisions applicable pursuant to clauses 7 and 8 hereof may be claimed only when the value of the Goods, declared in writing by the Merchant before shipment has been stated on the face of this Bill of Lading and extra freight as agreed by the Carrier has been paid. In that case the amount of the declared value or the actual value (as established under clause 8.3 hereof) if less than the declared value shall be substituted for such limit. Any partial loss or damage shall be adjusted pro-rata on the basis of such declared or actual value.

10.2 The Merchant agrees and acknowledges that unless such a declaration is made the Carrier has no knowledge and can have no means of knowledge of the value of the Goods.

10.3 The Carrier shall not be responsible in any event for loss of or damage to or in connection with the Goods if the nature or value thereof has been mis-stated by the Merchant.

11. METHOD and ROUTE OF TRANSPORTATION

The Carrier may at any time and at its sole discretion and without notice to the Merchant:

(a) Use any means of transport or storage whatsoever;

(b) Transfer the Goods from one conveyance to another including transshipping or carrying the same on another vessel than that named overleaf or by any other means of transport whatsoever;

(c) Unpack and remove the Goods which have been packed into a Container and forward the same in a Container or otherwise;

(d) Use or proceed by any route in its discretion (whether or not the nearest or most direct or customary or advertised route) and use or proceed to or stay at any place or port whatsoever once or more often and in any order;

(e) Load or unload the Goods at any place or port (whether or not any such port is named overleaf as the port of Loading or Port of Discharge or Transhipment Destination) and store the Goods at any such place or port;

(f) Comply with any orders or recommendations given by any government or authority or any person or body acting or purporting to act as or on behalf of such government or authority or having under the terms of the insurance on the conveyance employed by the Carrier the right to give orders or directions; and

(g) Permit the vessel to proceed with or without pilots.

The liberties set out in this clause above may be invoked by the Carrier for any purpose whatsoever whether or not connected with the Carriage including undergoing repairs, towing or being towed adjusting instruments, taking bunkers whether for this or a subsequent voyage, dry-docking and assisting vessels in all situations. Anything done in accordance with this clause or any delay arising therefrom shall be deemed to be within the contractual Carriage and shall not be a deviation. Even if the Carrier is held to be responsible in respect of any such thing the Carrier shall be entitled to the benefit of all privileges, rights and immunities contained herein.

12. MERCHANT’S RESPONSIBILITY

12.1 The Merchant warrants to the Carrier that the particulars relating to the Goods as set out overleaf and as declared by the Merchant (but which are unknown to the Carrier) have been checked by the Merchant on receipt of this Bill of Lading and that such particulars and any other particulars furnished by or on behalf of the Merchant are correct and in the event that the said particulars are inaccurate, deficient or otherwise not in compliance with the Merchant’s obligations hereunder, the Merchant undertakes to immediately advise the Carrier and immediately correct the inaccuracy, deficiency or non-compliance.

12.2 The Merchant shall indemnify the Carrier against all loss, damage, fines, expenses, costs, surcharges and penalties arising or relating from inaccuracies in or inadequacy of such particulars or from any other cause whatsoever in connection with the Goods including inaccuracies in or inadequacy of documents provided by or on behalf of the Merchant.

12.3 The Merchant shall comply with all regulations or requirements of customs, port and other authorities and shall bear and pay all duties, taxes, fines, imposts, expenses or losses whether imposed on the Goods or any vessel or other conveyance carrying the Goods incurred or suffered by reason thereof or by reason of any illegal, incorrect or insufficient description, marking, numbering or addressing of the Goods, and shall indemnify the Carrier in respect thereof.

12.4 The Merchant shall be fully and solely liable for its own errors and omissions and in particular without restricting the generality of the foregoing for any missing, incomplete or delayed documents, information or data which are required to be submitted in accordance with any and all applicable regulations and shall indemnify the Carrier in respect thereof.

12.5 If the Merchant fails to furnish to the Carrier or does not furnish to the Carrier in a timely fashion any and all documents, information or data in whole or in part as may be required to comply with any law or regulation or if the document, information or data is inaccurate or incomplete the Carrier shall not be liable for such lack, deficiency, inaccuracy or other such failure to comply with the applicable law or regulation and the Merchant shall indemnify and hold the Carrier harmless for such lack, deficiency, inaccuracy or other such failure to comply with the applicable law or regulation.

13. SHIPPER PACKED CONTAINERS

If a Container has not been packed or filled by or on behalf of the Carrier,

13.1 The Carrier shall not be liable for loss of or damage to the contents and the Merchant shall indemnity the Carrier against any loss, damage, liability or expense incurred by the Carrier if such loss, damage, liability or expense has been caused by:

(a) The manner in which the Container has been packed or filled, or

(b) The unsuitability of the Goods for carriage in Containers, or

(i) Arising without any want of due diligence on the part of the Carrier to make the Container reasonably fit for the purpose for which it is required, and

(ii) Which would have been apparent on a reasonable inspection by the Merchant at or prior to the time when the Container was packed or filled, or

(d) The unsuitability or defective condition of any Container not supplied by or on behalf of the Carrier.

13.2 The Container shall be a package for the purpose of determining the Carrier's liability under clauses 8 & 10 hereof, any enumeration of the contents of the Container being solely for the convenience of the Merchant in describing the Goods said to be packed therein.

13.3 The Merchant warrants the Container has been packed by reliable employees or subcontractors and that the Container has at all times until delivery to the Carrier been protected against interference and has been kept in safe and secure premises.

13.4 It is the sole responsibility of the Merchant to ascertain the applicability of, and ensure timely compliance with, the verified gross mass ("VGM") requirement for Containers pursuant to SOLAS Chapter VI (the "SOLAS VGM Requirements") for any Goods provided by the Merchant to the Carrier. Merchant further warrants the correctness of any of its declarations of contents, insurance, weight, VGM, measurement and value of the Goods, but Carrier reserves the right, to have the Goods or any other contents of a Container inspected in order to verify the accuracy of said declaration, without having any positive obligation to inspect. Where the Merchant is unable to, refuses to, fails to or it is reasonably anticipated by Carrier that the Merchant will be unable to or fail to comply in full with the SOLAS VGM Requirements, or with such other reasonable requests of the Carrier in connection thereto, the Carrier may, at its sole discretion but without any obligation to do so, reject the Goods for shipment or undertake and comply with that obligation on the Merchant's behalf as the Merchant's agent at the Merchant's sole risk and expense. All consequences of the Merchant's inability, refusal or failure, including without limitation delay and damages suffered by any party, shall be solely for the Merchant’s account and the Merchant shall indemnify and hold the Carrier harmless from same. The Merchant represents that the Carrier is entitled to rely on the accuracy of the VGM information and to counter-sign, endorse or otherwise provide its own certified weight on behalf of the Merchant to any Subcontractors or any other relevant parties. Merchant agrees that it shall indemnify and hold the Carrier harmless from any and all claims, losses, penalties or other costs resulting from any statements of the VGM provided by Merchant or its agent or contractor or by the Carrier on the Merchant's behalf. Merchant shall indemnify and hold Carrier harmless against any loss, damages, and expenses, including all attorney’s fees, arising or resulting from any inaccuracies in the declarations or inadequacies of such declarations, including all VGM information. Carrier shall not be responsible for the safe and proper packing and stowing of any Goods, even when acting as Merchant’s agent. The Carrier shall have no liability for any loss or damage caused to the Goods or to any other contents of a Container by such improper or inadequate packing and stowing.

14. CARRIAGE AFFECTED BY CONDITION OF GOODS

If it appears at any time that the Goods or any part thereof cannot safely or properly be carried or carried further either at all or without incurring any additional expense or taking any abnormal measures in relation to the Container or the Goods or any such part thereof the Carrier may without notice to the Merchant abandon the Carriage and/or take any measures and/or incur any reasonable additional expense to continue the Carriage or to carry or to store the Goods ashore or afloat under cover or in the open, at any place, which abandonment or storage shall be deemed to constitute due delivery under the Bill of Lading. The Merchant shall indemnify the Carrier against any reasonable additional expense to be incurred.

15. DESCRIPTION OF GOODS

15.1 This Bill of Lading shall be prima facie evidence of the receipt by the Carrier in apparent good order and condition except as otherwise noted, of the total number of Containers, or other packages or units specified overleaf. Proof to the contrary shall not be admissible when the Bill of Lading has been transferred to a third party acting in good faith.

15.2 No representation is made by the Carrier as to the origin, weight, contents, measure, quantity, quality, description, condition, marks, numbers or value of the Goods nor as to the ability of the Goods to withstand the Carriage and the Carrier shall be under no responsibility whatsoever in respect of such description or particulars.

16. FREIGHT

16.1 Freight and all charges due in respect of the Carriage shall be deemed fully earned on receipt of the Goods by the Carrier whether such freight and charges be stated or intended to be prepaid or to be collected at destination and shall be paid and shall be non-returnable in any event. Payment shall be in full and in cash in the currency named in this Bill of Lading. Interest at 12% per annum shall run from the date when freight and charges are due. If freight, interest and other charges are not paid and the Carrier places the matter in collection the Merchant shall pay the expenses of collection and litigation, including all reasonable attorneys’ fees.

16.2 There shall be no set-off against freight by the Merchant for lost or damaged Goods or for any other claim whatsoever.

16.3 The Merchant's attention is drawn to the stipulations concerning currency in which the freight and charges are to be paid, rate of exchange, devaluation, and other contingencies relative to freight in the Quotation, if any, or Booking, if any.

16.4 The freight and charges payable under the Bill of Lading have been calculated and based upon particulars of the Goods furnished by the Merchant to the Carrier who shall be entitled to production of the invoice or a true copy thereof relating to the Goods and to re-weigh, re-measure and re-value the Goods as aforesaid and the freight and charges based on the particulars of the Goods so ascertained by the Carrier shall apply to the Goods (credit being given for any amounts already received by the Carrier and the certificate of the Carrier or its agent being conclusive evidence of the amount of any such freight or charges).

16.5 The Merchant shall be liable for all dues, duties, fines, taxes and charges levied on the Goods and the Merchant agrees to reimburse the Carrier for any and all advances which may be made by the Carrier in the Carrier’s discretion in relation to any such dues, duties, fines, taxes and charges levied on the Goods.

16.6 The Merchant shall be liable for the return freight and all other charges and expenses if the Goods are refused export or import by any government or other authority or if the consignee or the receiver of the Goods or any person acting for them refuses to accept delivery of the Goods.

16.7 All persons encompassed by the definition of “Merchant” in clause 1 above shall be jointly and severally liable to the Carrier for the payment of all freight, charges, advances and others sums contemplated herein.

16.8 All persons encompassed by the definition of “Merchant” in clause 1 above shall jointly and severally indemnify and hold harmless the Carrier for all claims, fines, penalties, damages, costs, and any other amounts which may be incurred or imposed upon the Carrier by reason of the breach by the Merchant of any of the terms and conditions of this Bill of Lading or of any statutory or regulatory requirements.

17. LIEN

The Carrier shall have a general lien on any and all property (and documents relating thereto) of the Merchant in its possession, custody or control or en route for all unpaid freight and for all claims, charges, surcharges, expenses or advances incurred by the Carrier or by the Carrier’s subcontractors in connection with any and all shipments, whether past or present, of the Merchant and if such freight, claims and other aforementioned charges remain unsatisfied for 30 days after demand for payment is made, the Carrier may sell at public auction or private sale upon 10 days written notice to the Merchant the Goods, wares or property or so much thereof as may be necessary to satisfy such lien including legal and all other costs, including attorney’s fees, related to the exercise and enforcement of same and then apply the net proceeds of such sale to the payment of the amount due to the Carrier. Any surplus from such sale shall be transmitted to the Merchant and the Merchant shall be liable for any deficiency in the sale.

18. OPTIONAL STOWAGE

18.1 The Goods may be packed by the Carrier in Containers or in similar articles of transport used to consolidate goods.

18.2 Goods in enclosed Containers whether packed by the Carrier or by the Merchant, may be carried on deck or under deck without notice to the Merchant and without any obligation on the part of the Carrier specially to note, mark or stamp any statement of "on deck" carriage on the face of this Bill of Lading, any custom to the contrary notwithstanding. Such Goods (other than livestock) whether carried on deck or under deck shall participate in general average and shall be deemed to be within the definition of goods for the purposes of the Hague Rules or the Hague-Visby Rules or the Hamburg Rules.

18.3 Goods not packed in enclosed Containers may be stowed and carried in poop, forecastle, deckhouse, shelter or any covered space commonly used for the carriage of Goods and such Goods so carried shall be deemed for all purposes to be stowed under deck.

18.4 Goods not packed in enclosed Containers may be carried on deck with the agreement of the Merchant.

19. DECK CARGO AND LIVESTOCK

Neither the Hague Rules nor the Hague-Visby Rules or Hamburg Rules if otherwise applicable shall apply to this Bill of Lading where the Goods carried hereunder consist of Goods (not being Goods stowed in enclosed Containers) carried on deck pursuant to clause 18.4 hereof, or of livestock.

Such Goods and livestock, whether the latter are carried on deck or under deck are, subject to any applicable law to the contrary, carried at the sole risk of the Merchant and without any responsibility whatsoever on the part of the Carrier for loss or damage of whatsoever nature arising during the Carriage even if caused by unseaworthiness of the vessel at any time during the sea transit or by reason of negligence on the part of the Carrier, its servants or agents or of any person with whom the Carrier has contracted or any other cause whatsoever.

20. MATTERS AFFECTING PERFORMANCE AND TERMINATION OF CONTRACT

If it shall be considered by the Carrier at any time that the Carriage or continuance thereof may subject the Goods, the vessel or other form of transport to any hindrance, risk, delay, difficulty or disadvantage of any kind and howsoever arising (even though the circumstances giving rise to such hindrance, risk, delay, difficulty or disadvantage existed at the time this contract was entered into or the Goods were accepted for Carriage) and which cannot be avoided by the exercise of reasonable endeavours, the Carrier (whether or not the Carriage has commenced) may without notice to the Merchant treat the performance of this contract as terminated and place the Goods or any part of them at the Merchant's disposal at any place or port which the Carrier may deem safe and convenient whereupon the responsibility of the Carrier in respect of such Goods shall cease. The Carrier shall nevertheless be entitled to full freight on the Goods received for Carriage and the Merchant shall pay any additional costs of Carriage to and delivery and storage at such place or port.

21. DANGEROUS GOODS

21.1 The Merchant undertakes not to offer for transportation any goods which are or may become Dangerous Goods without previously giving notice of their nature to the Carrier and obtaining his consent in writing and marking the Goods and the Container or other covering on the outside so as to indicate the nature and character of any such goods and so as to comply with the IMDG Code and any other laws or regulations which may be applicable to the Goods during the Carriage.

21.2 The Merchant shall indemnify the Carrier against all loss, damage or expense arising out of Dangerous Goods being tendered for transportation or handled or carried by the Carrier whether or not the Merchant was aware of the nature of the Goods.

21.3 Goods which in the opinion of the Carrier are or at any time become or are liable to become Dangerous Goods may at any time or place be unloaded, destroyed or rendered harmless without compensation, and if the Merchant has not given notice of their nature to the Carrier under sub-clause 21.1 above, the Carrier shall be under no liability to make any general average contribution in respect of such Goods.

21.4 The Carrier may accept or reject at its option and sole discretion any Dangerous Goods offered for transportation.

22. NOTIFICATION AND DELIVERY

22.1 Any mention herein of parties to be notified of the arrival of the Goods is information solely for the Carrier, and the Carrier is not obliged to give such notification of arrival to the Merchant. The Carrier shall not have any liability whatsoever in the event that notification of arrival is not given and such absence of notification of arrival shall not relieve the Merchant of any obligations hereunder.

22.2 Where the Carriage called for by this Bill of Lading is a Port to Port Shipment, the Carrier shall be at liberty to discharge the Goods or any part thereof without notice upon a safe dock or wharf, craft or place on any day and at any time whereupon any and all responsibility of the Carrier in respect of the Goods or such part thereof discharged as aforesaid shall wholly cease notwithstanding any custom of the Port of Discharge to the contrary. Delivery of the Goods shall be deemed to have taken place upon completion of the discharge of the Goods from the vessel. All charges, dues or other expenses incurred in respect of the Goods after completion of discharge shall be payable by the Merchant.

22.3 Where the Carriage called for by this Bill of Lading is other than a Port to Port Shipment, the Carrier shall be at liberty to deliver the Goods or any part thereof without notice at the designated Place of Delivery whereupon delivery shall be deemed to have been made and any and all responsibility of the Carrier in respect of the Goods or such part thereof discharged as aforesaid shall wholly cease.

22.4 If the Merchant fails to take delivery of the Goods or any part of them as provided for herein then whether the Carriage called for by this Bill of Lading is a Port to Port Shipment or Combined Transport the Carrier may without notice unpack the Goods or such part thereof and/or store the Goods or such part thereof ashore, afloat, in the open or under cover at the sole risk and expense of the Merchant. Such storage shall constitute due delivery hereunder and thereupon all liability whatsoever of the Carrier in respect of the Goods or such part thereof shall cease and the costs of such storage (if paid or payable by the Carrier) shall forthwith upon demand be paid by the Merchant to the Carrier provided that if the Merchant fails to take delivery of the Goods within 30 days of its becoming due under sub-clauses 22.2 and 22.3 above or if in the opinion of the Carrier the Goods are likely to deteriorate, decay, become worthless or incur charges whether for storage or otherwise in excess of their value, the Carrier may without notice and at its sole discretion and without prejudice to any other rights which the Carrier may have against the Merchant sell or dispose of the Goods and apply the proceeds of sale in reduction of any amount due to the Carrier from the Merchant whether under this Bill of Lading or otherwise.

23. CONTAINER OWNERSHIP

23.1 The contract contained in or evidenced by this Bill of Lading shall not transfer to the Merchant or any other person any property in or other rights in respect of any Container which is supplied by or on behalf of the Carrier.

23.2 Any such Container must be returned to the Carrier or its subcontractors or agents immediately upon delivery of the Goods failing which the Merchant shall pay demurrage in respect of non- temperature-controlled containers at the rate US$100 per diem for the first 5 days and US$150 per diem thereafter and demurrage in respect of temperature-controlled containers at the rate of US$200 per diem for the first 5 days and US$350 per diem thereafter and all additional costs including all legal fees occasioned by such failure, and if such Container is not returned within 15 days after delivery as defined herein the Carrier or its subcontractors or agents shall be entitled to enter the Merchant's premises and repossess the same all at the Merchant's expense. In the event that the Merchant fails to return the Container or it cannot be repossessed as provided herein the Merchant shall pay to the Carrier all demurrage as herein provided and the fair market value of the Container.

24. BOTH-TO-BLAME COLLISION

If a carrying ship comes into collision with another ship as a result of negligence of the other ship and any act, neglect or default in the navigation or the management of the carrying ship, the Merchant undertakes to pay the Carrier, or where the Carrier is not the owner and in possession of the carrying ship, to pay to the Carrier as trustee for the owner and/or demise charterer of the carrying ship, a sum sufficient to indemnify the Carrier and/or the owner and/or demise charterer of the carrying ship against all loss or liability to the other or non-carrying ship or her owners insofar as such loss or liability represents loss of or damage to or any claim whatsoever of the Merchant paid or payable by the other non-carrying ship or her owners to the Merchant and set-off, recouped or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying ship or her owner or demise charterer or the Carrier. The foregoing provisions shall also apply where the owners, operators or those in charge of any ship or ships or objects, other than or in addition to, the colliding ships or objects, are at fault in respect of a collision, contact, stranding or accident.

25. GENERAL AVERAGE

25.1 General average shall be adjusted at any port or place in the option of the Carrier in accordance with the York-Antwerp Rules 1974, provided that where an adjustment is made in accordance with the law and practice of the United States of America or of any other country having the same or similar law or practice the following sub-clauses (a) and (b) shall apply:

(a) In the event of accident, danger, damage or disaster before or after the commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequences of which the Carrier is not responsible, by statute, contract or otherwise, the Goods and the Merchant shall contribute with the Carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the Goods.

(b) If a salving vessel is owned or operated by the Carrier salvage shall be paid for as fully as if the said salving vessel belongs to strangers.

25.2 If the Carrier delivers the Goods without obtaining security for general average contributions, the Merchant, by taking delivery of the Goods undertakes personal responsibility to pay such contributions and to provide such cash deposit or other security to the estimated amount of such contributions as the Carrier shall reasonably require.

25.3 The Carrier shall be under no obligation to exercise any lien for general average contributions due to the Merchant.

26. GENERAL PROVISIONS

26.1 SUBROGATION

Where any claim is paid to the Merchant by the Carrier, the Carrier shall be subrogated to all rights of the Merchant against all others including all inland carriers and all subcontractors, on account of all losses or damages for which claims have been paid.

26.2 COMMON CARRIER

The Carrier is not a common carrier for hire and the Merchant agrees that the Carrier shall not under any circumstances be characterized as such or that any claim will be made against it on the grounds that the Carrier is a common carrier.

26.3 INSPECTION OF GOODS

The Carrier of any Person to whom the Carrier has subcontracted the Carriage or any person authorized by the Carrier shall be entitled but under no obligation, to open any Container or package at any time and to inspect the Goods for any reason whatsoever.

26.4 CONSEQUENTIAL LOSS

Save as otherwise provided herein, the Carrier shall in no circumstances be liable for direct or indirect consequential loss or damage and the defences and limits of liability provided for herein shall apply in any action against the Carrier whether it is founded on contract or in tort.

26.5 INSURANCE

Unless the Merchant makes a written request to the Carrier to do so, the Carrier has no obligation whatsoever to procure, furnish or otherwise obtain insurance for the Goods whether for the benefit of the Merchant or for the Carrier. In the event that the Merchant requests and the Carrier agrees, as agent for the Merchant, to arrange for insurance for the Goods, the Merchant shall bear all costs in relation thereto including the payment of all premiums of insurance and related costs and expenses as may be reasonably incurred by the Carrier for and on behalf of the Merchant.

26.6 CARGO INSURANCE

The Merchant hereby represents to the Carrier that it has obtained insurance to cover the full replacement cost of the Goods and has placed the risk of loss of or damage to the Goods with its insurer. The Carrier has relied on the Merchant's representation to this effect and the services performed and rates charged reflect the Merchant's assumption of risk for loss of or damage to the Goods.

26.7 VALUABLE CARGO

Unless the Carrier agrees in writing and the Merchant arranges for an ad valorem shipment in accordance with clause 10 hereof, the Carrier is not obliged to accept, deal with or carry Goods of extraordinary value or Goods that require special handling or security owing to their thief-attractive nature or otherwise including, but not limited to bullion, coin, precious stones, jewellery, valuables, antiques, paintings and pictures, human remains, livestock, pets, and plants. Should any Merchant nevertheless deliver any such goods to the Carrier or cause the Carrier to handle or deal with any such Goods, otherwise than in accordance with this clause, the Carrier shall have no liability whatsoever and howsoever arising for or in connection with the Goods.

26.8 BANKRUPTCY

In the event that the Merchant declares bankruptcy, is petitioned into bankruptcy or otherwise seeks protections from its creditors or if the Merchant becomes insolvent, all freight, charges, advances or other amounts owing in accordance with the terms hereof in respect of any and all shipments, whether past or present, shall immediately become payable in full without deduction for any cause whatsoever and the Carrier shall immediately be deemed to have exercised possessory lien on the Goods and shall be entitled to exercise all rights as such and as a secured creditor and as otherwise provided for herein at clause 17.

26.9 SURCHARGES

The Merchant shall pay all the Carrier’s surcharges relating to all aspects of the Carriage. Surcharges shall include expenses and costs relating to security, extra levies relating to peak season, and all other such costs and expenses.

26.10 MONITORING

Whether or not the Carrier provides to the Merchant a monitoring system including a web-based tracking service, the Carrier shall not be responsible for any loss, damage or delay howsoever caused including negligence on the part of the Carrier which arises from the absence or insufficiency of information about the location of the Cargo at any point during the Carriage.

26.11 SECURITY SCREENING

The Merchant acknowledges and accepts that the Goods may be subjected to security screening which may include the use of radiation emitting equipment. Any security screening which may occur shall be at the sole risk of the Merchant.

27. CONDITIONS OF CONTRACT

No agent servant or representative of the Carrier has authority to alter, modify or waive any provisions of this contract.

28. SEVERABILITY

The terms of this Bill of Lading shall be severable and if any part or term of this Bill of Lading is repugnant to any international convention or compulsorily applicable law to any extent or if any part or term hereof is held invalid for any reason whatsoever, such term shall be void to that extent but no further and this shall not affect the validity or enforceability of any other part or term hereof.

29. LAW AND JURISDICTION

The Bill of Lading contract shall be governed by and construed in accordance with Canadian maritime law and any claim or other dispute arising hereunder shall be referred to the exclusive jurisdiction of the Federal Court of Canada at Montreal, Canada unless the Carrier and the Merchant otherwise agree in writing.