1. Definitions.
Carriage: Means the whole of the operation and services undertaken or performed by or on behalf of the Carrier in respect of the Goods.
Carrier: Centralog Shipping Lines operated by Centralog Shipping LLC.
Container: Includes any container, flat rack, open-top container, transportable tank, roll-trailer or any other article of transport used to consolidate cargo.
Goods: Includes the cargo supplied by the Merchant and any container not supplied by or on behalf of the Carrier.
Hague Rules: Means the provision of the International Convention of Unification of certain rules relating to Bills of Lading signed at Brussels on 25 August 1924.
Hague-Visby Rules: Means the Hague Rules as amended by the Protocol signed at Brussels on 23 February 1968.
Merchant: Includes the shipper, the receiver, the consignor, the consignee, the holder of the Bill of Lading, the owner of the cargo and any person entitled to possession of the cargo.
Shipping unit: Includes freight unit and the term “Unit” as used in the Hague Rules and Hague-Visby Rules.
2. Paramount Clause.
(a) The Hague Rules as enacted in the country of shipment shall apply to this contract. When no such enactment is in force in the country of shipment, the corresponding legislation of the country of destination shall apply, but in respect of shipment to which no such enactments are compulsorily applicable, the terms of the said convention shall apply.
(b) In trades where the Hague Rules as amended by the Hague - Visby Rules apply compulsorily, the provisions of the respective legislation shall be considered incorporated in this Bills of Lading. The Carrier takes all reservations possible under such applicable legislation, relating to the period before loading and after discharging and while the goods are in charge of another carrier, and to deck cargo.
(c) Notwithstanding any language to the contrary in this Bill of Lading, if goods are shipped to or from the United States this Bill of Lading shall have effect subject only to the provisions of the United States Carnage of Goods by Sea Act, approved April 16, 1936 (hereinafter the «US COGSA»), which shall supersede all other acts, statutes, conventions and treaties and which shall, atone, be deemed incorporated herein.
(d) If the U.S. COGSA applies, and unless the nature and value of the cargo has been declared by the shipper before the cargo has been handed over to the Carrier and inserted in this Bill of Lading, the Carrier shall in no event be or become liable for any loss or damage to the cargo in an amount exceeding USD 500 per package or customary freight unit.
(e) The Carrier shall be entitled to (and nothing in this Bill of Lading shall operate to deprive or limit such entitlement) the full benefit of, and rights to, all limitations and exclusions of liability and all rights conferred or authorised by any applicable law, statute or regulation of any country and without prejudice to the generality of the foregoing also any law, statute or regulation available to the owner of the vessel(s) on which the Goods are carried.
3. The Scope of Carriage.
The intended carriage shall not be limited to the direct route but shall be deemed to include any transshipment or proceeding or returning to or stopping or slowing down at or off any ports or places for any reasonable purpose connected with the carriage including bunkering, loading, discharging, or other cargo operations and maintenance of Vessel and crew.
4. Sub-Contracting and Methods of Transport.
(a) The Carrier shall be entitled but not obliged to substitute or subcontract any vessel or other means of transport which are reasonable in the circumstances the whole or any part of the carriage and the duties undertaken by the Carrier in relation to the Goods, all without any prior notice to the Merchant.
(b) The Carrier shall be at liberty to transship, lighter, land and store the cargo either on shore or afloat and reship and forward the same to the Port of discharge.
(c) The liberties set out in this clause may be invoked by the Carrier for any purpose whatsoever whether or not connected with the Carriage of the Goods. Anything done in accordance with above or any delay arising therefrom shall be deemed to be within the contractual Carriage and shall not be a deviation of whatsoever nature or degree.
5. Indemnity.
(a) It is hereby expressly agreed that no servant or agent of the Carrier (which for the purpose of this Clause includes every independent contractor from time to time employed by the Carrier) shall in any circumstances whatsoever be under any liability whatsoever to the Merchant under this Contract of carriage for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment.
(b) The Merchant shall defend, indemnify and hold harmless the Carrier against any claim or liability including any expense arising from the Carriage of Goods insofar as such claim or liability exceeds the Carrier’s liability under this Bill of Lading
(c) The Carriage by any transshipping or forwarding Carrier and all transshipment or forwarding shall be subject to the terms of the regular form of the Bill of Lading, Freight Note or other Contract or Shipping document used at the time by such transshipping or forwarding Carrier, whether issued for the goods or not, and even though such terms may be less favorable to the Merchant than the terms of this Bill of Lading. If it be adjudged that the Carrier shall be responsible for the cargo during such transshipment or forwarding, the Carrier's responsibility and/or liability for any loss, damage or delay shall be determined in accordance with and shall not exceed the following:
(1) If by road, in accordance with the Convention on the International Carriage of Goods by Road (CMR), dated May 19, 1956;
(2) If by rail. in accordance with the .Convent ion concerning International Carriage by Rail (COTIF), dated May 9 1980, and Carrier's responsibility shall be contingent upon it be proved that loss of or damage to the goods were caused through the negligent acts or omissions by the Carrier or any of its servants.
(d) When the Carrier arranges pre-carriage of the cargo from a place other than the Vessel’s Port of loading or on-carriage of the cargo to a place other than the Vessel’s Port of discharge, the Carrier shall contract as the Merchant’s Agent only and the Carrier shall not be liable for any loss or damage arising during any part of the carriage other than between the Port of loading and the Port of discharge even though the freight for the whole carriage has been collected by him.
6. Notification.
Any mention in this Bill of Lading of parties to be notified of the arrival of the cargo is solely for the information of the Carrier and failure to give such notification shall not involve the Carrier in any liability nor relieve the Merchant of any obligation hereunder.
7. Loading and Discharging.
(a) The responsibility of the Carrier is limited to that part of the Carriage from and during loading onto the Vessel up to and during discharge from the Vessel. The Carrier shall not be liable for any loss or damage whatsoever in respect of the Goods or for any other matter arising during any part of the Carriage even though Charges for the whole Carriage have been charged by the Carrier. The Merchant constitutes the Carrier as agent to enter into contracts on behalf of the Merchant with others for transport, storage, handling or any other services in respect of the Goods prior to loading and subsequent to discharge of the Goods from the Vessel without responsibility for any act or omission whatsoever on the part of the Carrier or others and the Carrier may as such agent enter into contracts with others on any terms whatsoever including terms less favorable then the terms in this Bill of Lading.
(b) Unless otherwise agreed the Merchant shall, at his risk and expense, handle and/or store the cargo before loading and after discharging.
(c) Loading and discharging may commence without prior notice by the Carrier.
(d) The Merchant or his Agent shall tender the cargo when the Vessel is ready to load and as fast as the Vessel can receive including, if required by the Carrier, outside ordinary working hours notwithstanding any custom of the port. If the Merchant or his Agent fails to tender the cargo when the Vessel is ready to load or fails to load as fast as the Vessel can receive the cargo, the Carrier shall be relieved of any obligation to load such cargo, the Vessel shall be entitled to leave the port without further notice and the Merchant shall be liable to the Carrier for deadfreight and/or any overtime charges, losses, costs and expenses incurred by the Carrier.
(e) The Merchant or his Agent shall take delivery of the cargo as fast as the Vessel can discharge including, if required by the Carrier, outside ordinary working hours notwithstanding any custom of the port. If the Merchant or his Agent fails to take delivery of the cargo the Carrier’s discharging of the cargo shall be deemed fulfilment of the contract of carriage and the Carrier shall be entitled to compensation for such arrangements and any overtime charges, losses, costs and expenses incurred by the Carrier. Should the cargo not be applied for within a reasonable time, the Carrier may sell the same privately or by auction. If the Merchant or his Agent fails to take delivery of the cargo as fast as the Vessel can discharge, the Merchant shall be liable to the Carrier for any overtime charges, losses, costs and expenses incurred by the Carrier.
(f) 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 in no circumstances whatsoever and howsoever arising be liable for direct, indirect or consequential loss or damage caused by the delay.
(g) If delivery of the Goods or any part thereof is not taken by the Merchant at the time and place when and where the Carrier is entitled to call upon the Merchant to take delivery thereof, the Carrier shall be entitled without notice to remove from the Container the Goods or that part thereof if stuffed in or on a
Container and to store the Goods or that part thereof ashore, afloat, in the open or under cover at the sole risk and expense of the Merchant. Such storage shall constitute delivery hereunder, and thereupon the liability of the Carrier in respect of the Goods or that part thereof shall cease.
(h) The Carrier shall have no liability whatsoever for any misdelivery of the Goods by the Carrier, or by the Carrier’s agent or sub-contractors (notwithstanding that the Carrier or the Carrier’s agents or sub-contractors may be negligent in such misdelivery), where the misdelivery is occasioned or contributed to in whole or in part by the fraud, dishonesty or negligence of others. For the purpose of this sub-clause misdelivery includes but is not limited to delivery of Goods without presentation of an original bill of lading, delivery of the Goods to persons not entitled to the Goods, delivery of the Goods against the presentation of a forged bill of lading and non-delivery of the Goods.
8. Freight, Charges, Costs, Expenses, Duties, Taxes and Fines.
(a) Freight may be calculated on the basis of the particulars of the Goods furnished by the Merchant who shall be deemed to have guaranteed to Carrier the accuracy of the contents, weight, measure or value as furnished by him at the time of receipt of the Goods by the Carrier. In case of incorrect declaration of the particulars of Goods as above, the Merchant shall be liable for and bound to pay to the Carrier:
(1) The balance of the freight between the freight charged and that which would have been due had the correct details been given plus
(2) as and by way of liquidated and ascertained damages, a sum equal to correct freight
(b) Full freight and charges to the port of discharge or place of delivery named herein shall be considered as completely earned on receipt of Goods by the Carrier, whether to be prepaid or to be collected at destination. The carrier shall be entitled to all freight and charges irrevocably under any circumstances whatsoever, whether Vessel or any other means of transport and/or Goods be lost or not, or Carriage be broken up or frustrated or abandoned at any stage of Carriage. Full freight shall be paid on damaged or unsound Goods.
(c) The payment of freight and/or charges shall be made in full and in cash without any offset, counterclaim or deduction.
(d) The Merchant shall be liable for all cargo related expenses including but not limited to fumigation and of gathering and sorting loose cargo and of weighing onboard and expenses incurred in repairing damage to and replacing of packing due to any causes and for all expenses caused by extra handling of the cargo for any reason.
(e) The Merchant shall comply with all applicable laws, regulations and requirements of customs, port and other authorities and shall bear and pay all duties, taxes, fines, imposts, expenses and losses incurred or suffered by reason thereof or by reason of any illegal, incorrect or insufficient marking, numbering or addressing of the Goods. (f) The Merchant shall be liable for all fines and/or losses which the Carrier, vessel or cargo may incur through non-observance of Custom House and/or import or export regulations.
(g) Goods once shipped cannot be taken back except upon Carrier's consent and payment of full freight and any extra expenses.
9. Containers.
(a) Goods may be stuffed by the Merchant in or on Containers and Goods may be stuffed with other Goods.
(b) The Merchant shall assume full responsibility for and shall indemnify the Carrier against any loss of or damage to Container(s) and other equipment provided by or on behalf of the Carrier, which occurs while in the possession or control of the Merchant, their agents, servants, contractors or any other entity engaged by or on behalf of the Merchant.
(c) The terms of this Bill of Lading shall govern the responsibility of the Carrier in connection with or arising out of the supply of a Container to the Merchant, whether supplied before or after the Goods are received by the Carrier or delivered to the Merchant.
(d) If a Container has been stuffed by or on behalf of the Merchant,
(1) the Carrier shall not be liable for loss or damage to the Goods
(I) caused by the manner in which the Container has been stuffed;
(II) caused by the unsuitability of the Goods for Carriage in Containers;
(III) caused by the unsuitability or defective condition of the Container provided that where the Container has been supplied by or on behalf of the Carrier, this paragraph (III) shall only apply if the unsuitability or defective condition arose (a) without any want of due diligence on the part of the Carrier or (b) would have been apparent upon reasonable inspection by the Merchant at or prior to the time when the Container was stuffed.
(IV) if the Container is not sealed at the commencement of the Carriage except where same is not possible due to the technical characteristics of the Container.
(2) the Merchant shall defend, indemnify and hold harmless the Carrier against any loss, damage, claim, liability or expense whatsoever arising from one or more of the matters covered by (1) above.
(e) Where the Carrier is instructed to provide a Container, in the absence of a written request to the contrary, the Carrier is not under an obligation to provide a Container of any particular type or quality.
(f) Containers, pallets or similar articles of transport supplied by or on behalf of the Carrier shall be returned to the Carrier in the same order and condition as handed over to the Merchant, normal wear and tear excepted, with interiors clean and within the time prescribed in the Carrier’s tariff or elsewhere.
(g) The Merchant shall be liable to the Carrier for any loss, damage to, or delay, including demurrage and detention incurred by or sustained to containers, pallets or similar articles of transport during the period between handing over to the Merchant and return to the Carrier.
10. Inspection of Goods.
The Carrier or any person authorised by the Carrier shall be entitled, but under no obligation, to open any Container or package at any time and to inspect the Goods.
11. Performance.
(a) If at any time the Carriage is or is likely to be affected by any hindrance, risk, delay, difficulty or disadvantage of any kind (including the condition of the Goods), whensoever and howsoever arising (whether or not the Carriage has commenced) the Carrier may:
(1) Without notice to the Merchant abandon the Carriage of the Goods and where reasonably possible place the Goods or any part of them at the Merchant’s disposal at any place which the Carrier may deem safe and convenient, whereupon the responsibility of the Carrier in respect of such Goods shall cease;
(2) Without prejudice to the Carrier’s right subsequently to abandon the Carriage under (1) above, continue the Carriage. In any event the Carrier shall be entitled to full Charges on Goods received for Carriage and the Merchant shall pay any additional costs resulting from above mentioned circumstances.
(b) The liability of the Carrier in respect of the Goods shall cease on the delivery or other disposition of the Goods in accordance with the orders or recommendations given by any government or authority or any person acting or purporting to act as or on behalf of such government or authority.
(c) The description and particulars of the Goods set out on the face hereof are furnished by the Merchant and the Merchant warrants to the Carrier that the description and particulars including, but not limited to , of weight, content, measure, quantity, quality, conditions, marks, numbers and value are correct.
(d) The Merchant undertakes that the Goods are packed in a manner adequate to withstand the ordinary risks of Carriage having regard to their nature and in compliance with laws, regulations and requirements which may be applicable.
(e) No Goods which are or may become dangerous, inflammable or damaging or which are or may become liable to damage any property or person whatsoever shall be tendered to the Carrier for Carriage without the Carrier’s express consent in writing and without the Container or other covering in which the Goods are to be transported and the Goods being distinctly marked on the outside so as to indicate the nature and character of any such articles and so as to comply with all applicable laws, regulations and requirements. If any such articles are delivered to the Carrier without such written consent and marking or if in the opinion of the Carrier the articles are or are liable to become dangerous, inflammable or damaging nature, the same may at any time be destroyed, disposed of, abandoned or rendered harmless without compensation to the Merchant and on account of the Merchant and without prejudice to the Carrier’s right to charges.
12. Notice of Loss.
(a) A notice of loss or damage of the Goods indicating the general nature of such loss or damage shall be given in writing to the Carrier or to his representative at the place of delivery before or at the time of 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 apparent within three (3) consecutive days thereafter.
13. Lien.
The Carrier shall have a lien on all cargo for any amount due under this contract and the costs of recovering the same and shall be entitled to sell the cargo privately or by auction to satisfy any such claims or General Average contributions without any prior notice or liability towards to the Merchant.
14. General Average and Salvage.
General Average shall be adjusted, stated and settled in London according to the York-Antwerp Rules 1994, or any modification thereof, in respect of all cargo, whether carried on or under deck. In the event of accident, danger, damage or disaster before or after commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which or for the consequence of which the Carrier is not responsible by statute, contract or otherwise, the Merchant shall contribute with the Carrier in General Average to the payment of any sacrifice, 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 cargo. If a salving vessel is owned or operated by the Carrier, salvage shall be paid for as fully as if the salving vessel or vessels belonged to strangers.
15. Both-to-Blame Collision Clause.
If the Vessel comes into collision with another vessel as a result of the negligence of the other vessel and any act, negligence or default of the Master, Mariner, Pilot or the servants of the Carrier in the navigation or in the management of the Vessel, the Merchant will indemnify the Carrier against all loss or liability to the other or non-carrying vessel or her Owner in so far as such loss or liability represents loss of or damage to or any claim whatsoever of the owner of the cargo paid or payable by the other or non-carrying vessel or her Owner to the owner of the cargo and set-off, recouped or recovered by the other or non-carrying vessel or her Owner as part of his claim against the carrying vessel or Carrier. The foregoing provisions shall also apply where the Owner, operator or those in charge of any vessel or vessels or objects other than, or in addition to, the colliding vessels or objects are at fault in respect of a collision or contact.
16. Government directions, War, Epidemics, Ice, Strikes, etc.
(a) The Master and the Carrier shall have liberty to comply with any order or directions or recommendations in connection with the carriage under this Contract given by any Government or Authority, or anybody acting or purporting to act on behalf of such Government or Authority, or having under the terms of the insurance on the Vessel the right to give such orders or directions or recommendations.
(b) Should it appear that the performance of the carriage would expose the Vessel or any cargo onboard to risk of seizure, damage or delay, in consequence of war, warlike operations, blockade, riots, civil commotions or piracy, or any person onboard to risk of loss of life or freedom, or that any such risk has increased, the Master may discharge the cargo at the Port of loading or any other safe and convenient port.
(c) Should it appear that epidemics; quarantine; ice; labour troubles, labour obstructions, strikes, lockouts (whether onboard or on shore); difficulties in loading or discharging would prevent the Vessel from leaving the Port of loading or reaching or entering the Port of discharge or there discharging in the usual manner and departing therefrom, all of which safely and without unreasonable delay, the Master may discharge the cargo at the Port of loading or any other safe and convenient port.
(d) The discharge, under the provisions of this Clause, of any cargo shall be deemed due fulfilment of the contract of carriage.
(e) If in connection with the exercise of any liberty under this Clause any extra expenses are incurred they shall be paid by the Merchant in addition to the freight, together with return freight, if any, and a reasonable compensation for any extra services rendered to the cargo.
17. Stowage.
(a) The Carrier shall have the right to stow cargo by means of containers, trailers, transportable tanks, flats, pallets, or similar articles of transport used to consolidate goods.
(b) The Carrier shall have the right to carry containers, trailers, transportable tanks and covered flats, whether stowed by the Carrier or received by him in a stowed condition from the Merchant, on or under deck without notice to the Merchant.
18. Law and Jurisdiction.
This Bill of Lading shall be governed by and construed in accordance with English law and any dispute shall be referred to arbitration in London which shall be conducted in accordance with the London Maritime Arbitrators Association terms.