Feederlink Bill of Lading, Clauses & Contract of Carriage.
.Feederlink
Bill of Lading Terms and Conditions.
CONTRACTS OF CARRIAGE
If the Carrier issues a bill of lading, the Terms and Conditions will govern the contract of Carriage between the Carrier and the Merchant whether or not printed on the reverse face thereof. If the Carrier issues a Booking Note to the Merchant to confirm a contract of Carriage, it will be deemed that the Carrier has also issued a bill of lading to the Merchant with the front face completed in accordance with the information in the Booking Note and the reverse face incorporating the Terms and Conditions; and bill of lading shall be construed accordingly herein.
1. DEFINITIONS
“Booking Note” means the document [or quotation] issued by the Carrier to the Merchant to confirm a contract of Carriage. “Carriage” means the whole or any part of the operations and services of whatsoever nature undertaken by or performed by or on behalf of the Carrier in relation to the Goods covered by the bill of lading including but not limited to the loading, transport, unloading, storage, warehousing and handling of the Goods. “Carrier” means Feederlink Shipping & Trading B.V. “Charges” includes freight, demurrage and all expenses and monetary obligations, including but not limited to duties, taxes and dues, incurred by the Carrier and payable by the Merchant. “Consignee” means the party named as Consignee on the face of the bill of lading in the
relevant space. “Container” includes any container (including but not limited to open top containers), trailer, transportable tank, platform, lift van, flat, pallet or any similar article of transport used to consolidate goods and any ancillary equipment. “Goods” means the whole or any part of the cargo received by the Carrier from the Shipper and includes any packing and any equipment or Container not supplied by or on behalf of the Carrier (but excludes any Container supplied by or on behalf of the Carrier).
“Hague-Visby Rules” means The Hague Rules as amended by the Protocol signed at Brussels on 23rd February 1968. “Holder” means any Person for the time being in lawful possession of, or lawfully entitled to possession of the bill of lading or in whom rights of suit and/or liability under the bill of lading have been lawfully transferred or vested. “Indemnify” includes defend, indemnify and hold harmless, including in respect of legal fees and costs, whether or not the obligation to indemnify arises out of negligent or non-negligent acts or omissions of the Carrier, his servants, agents or Sub-Contractors. “Merchant” includes the Shipper, the Consignee, the receiver of the Goods, the Holder of the bill of lading, any Person owning or lawfully entitled to the possession of the Goods or the bill of lading, any Person acting on behalf of any of the above mentioned Persons. “Multimodal Transport” arises where an address (and not just the name of a Port) is indicated as the Place of Receipt and/or the Place of
Delivery in the bill of lading in the relevant spaces. “Package” where a Container is loaded with more than one package or unit, the packages or other shipping units enumerated on the face of any bill of lading as packed in such Container and entered in the box on the face hereof entitled “Total number of Containers or Packages received by the Carrier” are each deemed a Package. “Person” includes an individual, corporation or other legal entity. “Port to Port Transport” arises if the Carriage is not Multimodal Transport. “Sub-Contractor” includes, but is not limited to, owners, charterers and operators of Vessels (other than the Carrier), stevedores, terminal and/or groupage operators, road, rail and air transport operators, warehousemen, longshoremen, customs inspection stations, port authorities, pilots and any independent contractor employed by the Carrier in performance of the Carriage and any direct or indirect sub-contractors, servants or agents thereof, whether in direct contractual privity with the Carrier or not. “Terms and Conditions” means all terms, rights, defences, provisions, conditions, exceptions, limitations and liberties herein. “Vessel” means any waterborne craft used in the Carriage including but not limited to a feeder vessel or ocean vessel.
2. MERCHANT’S RESPONSIBILITY
2.1 The Merchant warrants that in agreeing to the Terms and Conditions hereof he is or is the agent of and has the authority of the Person owning or entitled to the possession of the Goods and the bill of lading or any Person who has a present or future interest in the Goods and this bill of lading.
2.2 The description and particulars of the Goods set out on the face of the bill are furnished by the Merchant and the Merchant warrants to the Carrier that the description and particulars including, but not limited to, weight, content, measure, quantity, quality, condition, marks, numbers and value are correct.
2.3 The Merchant shall comply with all applicable laws, regulations and requirements (including but not limited to any imposed at any time before or during the Carriage relating to anti-terrorism measures) of customs, port and other authorities and shall bear and pay all duties, taxes, fines, imposts, expenses and losses (including without prejudice to the generality of the foregoing, Charges for any additional Carriage undertaken) incurred or suffered by reason thereof or by reason of any illegal, incorrect or insufficient marking, numbering or addressing of the Goods.
2.4 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 all laws, regulations and requirements which may be applicable.
2.5 No Goods which are or may become dangerous (whether or not so listed in codes), inflammable, damaging, injurious (including radioactive materials), noxious or which are or may become liable to damage any property or Person whatsoever shall be tendered to the Carrier for Carriage without:
2.5.1 the Carrier’s express consent in writing; and
2.5.2 the Container and/or other covering in which the Goods are to be transported and/or the Goods themselves being distinctly marked on the outside so as to indicate the nature and character of any such Goods and so as to comply with all applicable laws, regulations and/or requirements.
2.6 If any Goods referred to in Clause 2.5 are delivered to the Carrier without written consent and/or marking or if in the opinion of the Carrier the Goods are or are liable to become of a dangerous, inflammable and/or damaging nature, the same may at any time be unloaded, destroyed, disposed of, abandoned, or rendered harmless without compensation to the Merchant and without prejudice to the Carrier’s right to Charges.
2.7 The Merchant shall be liable for the loss, damage, contamination, soiling, detention or demurrage before, during and after the Carriage of property (including, but not limited to, Containers) of the Carrier or any person or Vessel (other than the Merchant) referred to in Clause 4.1 caused by the Merchant or any
Person acting on his behalf or for which the Merchant is otherwise responsible.
2.8 The Merchant shall indemnify the Carrier against any loss, damage, claim, liability or expense whatsoever arising from any breach of the provisions of this Clause 2 or from any cause in connection with the Goods for which the Carrier is not responsible.
3. CARRIER’S RESPONSIBILITY
3.1 Port to Port Transport is subject to the Hague-Visby Rules.
3.2 The Carrier shall be under no liability whatsoever for loss or damage to the Goods while in its actual or constructive possession before loading or after discharge, howsoever caused. Notwithstanding the foregoing, in case and to the extent that any applicable compulsory law provides to the contrary, the Carrier shall have the benefit of every right, defence, limitation and liberty in the Hague-Visby Rules or any other compulsorily applicable rules during such additional compulsory period of responsibility, notwithstanding that the loss or damage did not occur at sea.
3.3 Where the Carrier procures Carriage before loading or after discharge by a Sub-Contractor, such Carriage shall be procured by
the Carrier as the Merchant's agent and such Carriage shall be subject to the Sub-Contractor’s contract.
Multimodal Transport:
3.4 where the stage of Carriage where the loss or damage occurred cannot be proved by the Merchant, the Carrier's liability shall be governed in accordance with the Hague-Visby Rules.
3.5 Where the stage of Carriage where the loss or damage occurred can be proved by the Merchant:
3.5.1 If the loss or damage occurred during a sea or inland waterway leg, any liability of the Carrier shall be determined by the Hague-Visby Rules; or
3.5.2 If the loss or damage occurred during a road, air, rail or handling leg, any liability of the Carrier shall be determined in accordance with the terms applying as between the Carrier and the Sub-Contractor contracted by the Carrier to carry or handle the Goods during the relevant leg. Where no such terms were agreed, the Hague-Visby Rules shall govern the Carrier’s liability.
General Provisions:
3.6 Save as otherwise provided herein, the Carrier shall in no circumstances be liable for direct, indirect or consequential loss or damage caused by delay or any other cause whatsoever and howsoever caused. Without prejudice to the foregoing, if the Carrier is found liable for delay, liability shall be limited to double the Charges applicable to the relevant stage of the Carriage.
3.7 The Carrier’s liability may be increased to a higher value by a declaration in writing of the value of the Goods by the Merchant upon delivery to the Carrier of the Goods for shipment, such higher value being inserted on the front of the bill of lading in the space provided and, if required by the Carrier, extra Charges paid. In such case, if the actual value of the Goods shall exceed such declared value, the value shall nevertheless be deemed to be the declared value and the Carrier’s liability, if any, shall not exceed the declared value and any partial loss or damage shall be adjusted pro rata on the basis of such declared value.
4. INDEMNITIES & HIMALAYA CLAUSE
4.1 The Merchant undertakes that no claim or allegation shall be made against any Person or Vessel whatsoever, other than the Carrier, including, but not limited to, the Carrier’s Sub-Contractors, which imposes or attempts to impose upon any such Person or Vessel any liability whatsoever in connection with the Goods or the Carriage of the Goods, whether or not arising in contract, bailment, tort, negligence, breach of express or implied warranty or otherwise; and if any claim or allegation should nevertheless be made, to Indemnify the Carrier against all consequences thereof.
4.2 Without prejudice to clause 4.1, every Person and Vessel referred to in clause 4.1 shall have the benefit of all provisions herein benefiting the Carrier including the jurisdiction and law clause, as if such Terms and Conditions were expressly for his benefit and in entering into this contract the Carrier, to the extent of these provisions, does so not only on his own behalf but also as agent or trustee for such Persons and Vessels and such Persons and Vessels shall to this extent be or be deemed to be parties to this contract.
4.3 The Merchant shall Indemnify the Carrier against any claim or liability (and any expense arising there from) arising from the Carriage of the Goods insofar as such claim or liability exceeds the Carrier’s liability under this bill of lading.
4.4 The defences and limits of liability provided for in this bill of lading shall apply in any action against the Carrier whether the action is found in contract, bailment, tort, breach of express or implied warranty or otherwise.
5. LIBERTY CLAUSE
5.1The Carrier may at any time and without notice to the Merchant:
5.1.1 sub-contract on any terms whatsoever the whole or any part of the Carriage.
5.1.2 Use any means of transport or storage whatsoever;
5.1.3 load or carry the Goods on any Vessel whether named on the bill of lading or not;
5.1.4 transfer the Goods from one conveyance to another including transhipping or carrying the same on a Vessel other than the Vessel named on the front hereof or by any other means of transport whatsoever and even though transhipment or forwarding of the Goods may not have been contemplated or provided for herein;
5.1.5 at any place unpack and remove Goods which have been stuffed in or on a Container and forward the same in any manner whatsoever;
5.1.6 proceed at any speed and by any route in his discretion (whether or not the nearest or most direct or customary or advertised route) and proceed to or stay at any place whatsoever once or more often and in any order;
5.1.7 load or unload the Goods from any conveyance at any place (whether or not the place is a port named on the bill of lading front hereof as the intended Port of Loading or intended Port of Discharge);
5.1.8 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;
5.1.9 permit the Vessel to proceed with or without pilots, to tow or be towed or to be dry-docked;
5.1.10 permit the Vessel to carry livestock, Goods of all kinds, dangerous or otherwise, contraband, explosives, munitions or warlike stores and sail armed or unarmed,
5.1.11 open and/or scan any Container or package at any time and to inspect the contents. If it appears at any time that the Goods cannot safely or properly be carried, or carried further, either at all or without incurring any
additional expense or taking measures in relation to the Container or Goods, the Carrier may without notice to the Merchant (but as his agent only) take any measures and/or incur any reasonable additional expense to carry or continue the Carriage thereof, and/or to sell or dispose of the Goods and/or to abandon the Carriage and/or to store the Goods ashore or afloat, under cover or in the open, at any place, whichever the Carrier in his absolute discretion considers most appropriate, which sale, disposal, abandonment or storage shall be deemed to constitute due delivery under the bill of lading. The Merchant shall indemnify the Carrier against any reasonable additional expense so incurred. The Carrier in exercising the liberties contained in this clause shall not be under any obligation to take any particular measures and shall not be liable for any loss, delay or damage howsoever arising from any action or lack of action under this Clause. 5.2 The liberties set out in Clause 5(1) above may be invoked by the
Carrier for any purposes whatsoever whether or not connected with the Carriage of the Goods, including but not limited to loading or unloading the Goods, bunkering, undergoing repairs, adjusting instruments, picking up or landing any Persons, including but not limited to Persons involved with the operation or maintenance of the Vessel and assisting Vessels in all situations. Anything done in accordance with Clause 5(1) 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.
6. DECK CARGO
6.1 The Containers and Goods may be stowed, without notice to the Merchant, on deck generally, or any space commonly used in the trade for the Carriage of Goods, and Goods so stowed shall be deemed to be stowed under deck for all purposes, including General Average. The Hague-Visby Rules shall apply to such Carriage of Goods so stowed.
6.2 Containers and Goods which are stated on the face hereof to be carried on deck at Merchant's risk, are carried without responsibility on the part of the Carrier for loss or damage of whatsoever nature arising during Carriage by sea whether caused by unseaworthyness or negligence or any other cause whatsoever.
7. REFRIGERATED CARGO
7.1 The Carrier has no responsibility whatsoever for the functioning of refrigerated Containers not owned nor leased by the Carrier.
7.2 The Merchant undertakes not to tender for Carriage any goods which require refrigeration without previously having given written notice of their nature and particular temperature range to be maintained and in the case of a refrigerated Container packed by or on behalf of the Merchant further undertakes that the Goods have been properly stowed in the Container and that its thermostatic controls have been adequately set by him before receipt of the Goods by the Carrier. If the above requirements are not complied with, the Carrier shall not be liable for any loss of or damage to the Goods howsoever arising.
7.3 The Carrier shall not be liable for any loss of or damage to the Goods arising from latent defects, derangement, breakdown, stoppage of the refrigeration machinery, plant insulation and/or any apparatus of the Container, Vessel, conveyance, and any other facilities, provided that the Carrier shall before or at the beginning of the Carriage exercise due diligence to maintain the refrigerated Container in an efficient state, where the Container is owned by the Carrier.
8. DELIVERY, STORAGE & DISPOSAL OF GOODS
8.1 Any mention herein of parties to be notified of the arrival of the Goods is solely for 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.
8.2 If the Goods are not taken by the Merchant within three days of Carrier calling upon him to take delivery Carrier shall be entitled and, without prejudice to any other rights that he may have against the Merchant, without notice to remove from a Container the Goods and store, ashore, afloat, in the open or under cover at the sole risk and expense of the Merchant and the costs of such storage (if paid or payable by the Carrier or any agent or Sub-Contractor of the Carrier) shall forthwith upon demand be paid by the Merchant to the Carrier. Such storage shall constitute due delivery hereunder, and thereupon the liability of the Carrier in respect of the Goods or that part thereof shall cease.
8.3 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:
8.3.1 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 delivery shall be deemed to have been made and the responsibility of the Carrier in respect of such Goods shall cease;
8.3.2 without prejudice to the Carrier’s right subsequently to abandon the Carriage under Clause 9.2.1 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 the above mentioned circumstances.
9. CHARGES
9.1 Charges to be paid in cash without any set-off, counter-claim, deduction or discount and whenever prepaid or payable at destination to be considered as earned on receipt of the Goods and not be returned or relinquished if conveyance or Vessel and/or Goods lost or not lost.
9.2 Charges are to be paid in currency named therein or, at the Carrier’s option, in the currency of the country of the port of loading or port of discharge.
9.3 Once loaded, Goods cannot be taken off by the Merchant except upon Carrier’s consent and against payment of the full Charges for the Carriage together with additional compensation for any extra expenses through such taking off.
9.4 All dues, taxes and charges or other expenses in connection with the Goods shall be paid by the Merchant.
9.5 [The Merchant shall reimburse the Carrier in proportion to the amount of Charges for any increase of war risk insurance premium and war risk increase of the wages of the master, Officers and crew and for any increase of the cost for bunkers and for deviation or delay by war or warlike operations or by government directions in such connection.]
9.6 The Merchant warrants the correctness of the declaration of contents, insurance, weight, measurement or value of the Goods but the Carrier reserves the right to have the contents inspected and the weight, measurement of value verified. If on such inspection it is found that the declaration is incorrect the Merchant will pay the Carrier the correct Charges (calculated on a pro-rata basis) plus the Carrier's extra costs incurred inspecting the contents.
9.7 Despite the acceptance by the Carrier of instructions to collect Charges from any other person in respect of the Carriage, the Merchant shall remain responsible for such monies on receipt of evidence of demand and the absence of payment for whatever reason.
10. LIEN
10.1 The Carrier shall have a lien on Goods and any documents relating thereto for all sums whatsoever due at any time to the Carrier under this contract and for General Average contributions to whomsoever due.
10.2 The Carrier shall also have a lien against the Merchant on the Goods and any documents relating thereto for all sums due from the Merchant to the Carrier under any other contract.
10.3 The Carrier may exercise his lien at any time and at any place in his sole discretion, whether the contractual Carriage is completed or not. In any event any lien shall (a) survive the delivery of the Goods and (b) extend to cover the cost of recovering any sums due and for that purpose the Carrier shall have the right to sell the Goods and documents by public auction or private treaty, without notice to the Merchant and at the Merchant’s expense and without any liability towards the Merchant.
11. GENERAL AVERAGE & SALVAGE
11.1 General Average to be adjusted at any port or place at Carrier’s option and to be settled according to the York-Antwerp Rules 1994 in the event of accident, danger, damage or disaster before or after commencement of the Carriage 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 of 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. 11.2 If a salvaging vessel is owned or operated by the Carrier, salvage shall be paid for as fully as if
the salvaging vessel or vessels belonged to strangers.
11.3 Such deposit as the Carrier or his Agents, without prejudice, may deem sufficient to cover the estimated contribution of the Goods and any special charges thereon shall, if required, be paid to the Carrier or his Agents prior to delivery into a special account in accordance with the provisions of the said Rules.
12. BOTH-TO-BLAME COLLISION CLAUSE
(This clause to remain in effect even if unenforceable in the Courts of the United State of America). If the vessel comes into collision with another vessel as 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 losses or liability to other or non-carrying vessel of her Owner insofar as such loss or liability represent loss of or damage to or any claim whatsoever of the Owner the said goods paid or payable by other or non-carrying vessel or her Owner to her Owner of said cargo and set-off, or recouped or recovered by the other or non-carrying vessel or her Owner as part of his claim against the carrying vessel of Carrier. The foregoing provisions shall also apply where the Owner, operator or those in charge of any vessels or objects other than, or in addition to the colliding vessels or objects are at fault in respect of a collision or
contract.
13. GOVERNMENT DIRECTIONS, WAR, EPIDEMICS, ICE, STRIKES, CONGESTION, ETC
13.1 The Master and the Carrier shall have liberty to comply with any orders, directions or recommendations as to loading, departure, routes, ports of call, stoppages, destination, arrival, discharge, delivery or otherwise whatsoever given by any government or any person or body acting or purporting to act with the authority of such government or by any committee or persons having under the terms of the insurance of the vessel the right to give any orders, directions or recommendations. In these circumstances, 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 above mentioned orders, directions or recommendations. This shall amount to due delivery to the Merchant.
13.2 In any situation whatsoever and whosesoever occurring and whether existing or anticipated before commencement of or during the Carriage which in judgement of the Carrier or the Master is likely to give rise to risk of capture, seizure, detention, damage, delay or disadvantage to or loss of the vessel or any other means of transportation or part of the cargo, to make it unsafe, imprudent or unlawful for any reason to proceed to the first place of dispatch, or loading port or to commence or proceed on or continue the transport or to enter or discharge the goods at the port of discharge or place of final destination or to give rise to delay or difficulty in arriving, discharging at or leaving the port of discharge or place final destination, the Carrier or the Master may before receiving the Goods cancel the contract of carriage and – if loading has already commenced – proceed with the cargo taken onboard, or, if the Goods have been loaded , the Carrier whether or not proceeding towards or entering or attempting to enter the port of discharge or place of final destination or attempting to discharge the Goods there, may remain at or proceed or return, directly or indirectly to or stop at any port or place whatsoever, as the Carrier or the Master may consider safe of advisable under the
circumstances, or may retain the Goods until such time as they may think advisable, and the Goods, or any part thereof, may be discharged at any such port or place or if the Master may deem it necessary, be sold or otherwise disposed of without responsibility for the Carrier; or the Carrier or the Master may forward the goods as provided in clause 5 hereof, but at the risk and expense of the Merchant.
13.3 The Carrier or the Master shall not be required to give notice of any action taken in accordance with this clause.
13.4 For any service rendered to the Goods as herein provided the Carrier shall be entitled to reasonable extra compensation.
14. MISCELLANEOUS
14.1 No servant or agent of the Carrier shall have power to waive or vary any of the terms hereof unless such waiver or variation is in writing and is specifically authorised or ratified in writing by a director or officer of the Carrier who has the actual authority of the Carrier to waive or vary.
14.2 If any provision in the bill of lading is held to be invalid or unenforceable by any Court or regulatory or self regulatory agency or body, such invalidity or unenforceability shall attach only to such provision. The validity of the remaining provisions shall not be affected thereby and the bill of lading contract shall be carried out as if such invalid or unenforceable provision were not contained herein.
15. LAW & JURISDICTION
15.1 This bill of lading shall be governed by and construed in accordance with English law and, subject to Clause 15.2, all disputes arising hereunder shall be determined by the English High Court of Justice in London to the exclusion of the courts of any other country.
15.2 Any dispute arising out of or connection with these Terms and Conditions, where neither the claim nor the counterclaim exceeds the sum of [US$25,000] or such other sum as the parties may agree, can be referred by the Carrier (in its sole discretion) to arbitration in London, in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced, and in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof.