Effective	30JUN2023
Filed	30JUN2023
Filing Codes	C

 
EXCEL CARGO SERVICES, INC.
d/b/a CBX Global and Caribex Worldwide
Bill of Lading Terms and Conditions (Rev. 050122)
NON-VESSEL-OPERATING COMMON CARRIER (NVOCC) FMC OTI NO.
004520
 
1. DEFINITIONS
 
"Bill of Lading" as used herein, shall refer to this
document, regardless of whether same is a designated as
a "sea waybill" or otherwise.
 
"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 this bill of lading including but
not limited to the loading, transport, unloading,
storage, warehousing and handling of the Goods and
related documentary, customs and IT processes.
 
"Carrier" means Excel Cargo Services, Inc. d/b/a CBX
Global and Caribex Worldwide (hereinafter "CBX Global"
or "Carrier"), an NVOCC as defined by the Shipping Act
of 1984, as amended, and on whose behalf this Bill of
Lading has been issued.
 
"Carrier's Agents" include, but are not limited to the
CBX Global entity or agent which arranged the Carriage
and/or issued this bill of lading and the CBX Global
entity or agent in the country where the Goods are
discharged and/or delivered.
 
"Charges" includes freight, demurrage, detention costs
and all expenses and monetary obligations, including but
not limited to duties, taxes and dues, incurred by the
Carrier and payable by the Merchant.
 
"COGSA" means the Carriage of Goods by Sea Act of the
United States of America approved on 16th April, 1936,
as amended.
 
"COGWA" means the Carriage of Goods by Water Act 1936 of
Canada, as amended.
 
"Consolidation" includes stuffing, packing, loading or
securing of Goods on or within Containers and
Consolidate shall be construed accordingly.
 
"Container" includes any container (including but not
limited to open top containers), trailer, transportable
tank, lift van, flat, pallet or any similar article of
transport used to Consolidate or facilitate the
transport of such Goods.
 
"Goods" means the whole or any part of the cargo
received from the Shipper and includes the packing and
any equipment or Container not supplied by or on behalf
of the Carrier.
 
"Hague Rules" means the provisions of the International
Convention for the Unification of Certain Rules relating
to Bills of Lading signed at Brussels on 25th August,
1924, and includes the amendments by the Protocol signed
at Brussels on 23rd February, 1968, but only if such
amendments are compulsorily applicable to this Bill of
Lading.
 
"Hague-Visby Rules" means the Hague Rules as amended by
the Protocol signed at Brussels on 23rd February, 1968.
It is expressly provided that nothing in this bill of
lading shall be construed as contractually applying the
Hague-Visby Rules.
 
"Holder" means any Person in possession of (or entitled
to the possession of) this Bill of Lading.
 
"Indemnify" means 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 indemnifying
party.
 
"Merchant" includes the Shipper and the Persons named in
this bill of lading as consignee and notify party, the
receiver of the Goods and the Person entitled to receive
the Goods on notification by the Merchant, the Holder of
this bill of lading, any Person owning or lawfully
entitled to the possession of the Goods or this bill of
lading, the Person on whose account the Goods are handed
to the Carrier, any Person acting on behalf of any of
the above mentioned Persons, including agents, servants
and Sub-Contractors.
 
"Multimodal Transport" arises if the Carrier has
indicated a place of receipt and a different place of
delivery on the front hereof in the relevant spaces.
 
"Non US Carriage" means any carriage which is not US
Carriage.
 
"Package" where a Container is loaded with more than one
package or unit, the packages or other shipping units
enumerated on the face of this 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, group, company or other
entity.
 
"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.
 
"Shipping Unit" includes freight unit and the term
"unit" as used in the Hague Rules and Hague-Visby Rules.
 
"Shipper" means the Person who tendered the Goods to the
Carrier and any Person named as shipper in the bill of
lading.
 
"Stuffed" includes filled, consolidated, packed, loaded
or secured.
 
"Sub-Contractor" includes but is not limited to owners,
charterers and operators of Vessels (other than the
Carrier), stevedores, terminal operators, road, rail and
air transport operators, forwarding agents, liner
agents, customs brokers, warehousemen, longshoremen,
customs inspection stations, port authorities, pilots
and any independent contractors, servants or agents
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.
 
"US Carriage" means carriage to, from or through any
port of the United States of America.
 
"Vessel" means any waterborne craft used in the Carriage
under this bill of lading including but not limited to
ocean vessels, feeder vessels and inland water vessels
whether named in the bill of lading or substituted
vessels.
 
2. CARRIER'S TARIFF AND TERMS AND CONDITIONS OF SERVICE
The provisions of the Carrier's applicable tariff, if
any, and the Carrier's terms and conditions of service
are incorporated herein. Copies of the provisions of the
Carrier's applicable tariff are obtainable from the
Carrier or its agents upon request or, from the
Carrier's publicly available tariff, which is published
at the location reported to the appropriate government
body. The tariff is also available by subscription. The
Carrier's terms and conditions of service are provided
to the Merchant by the Carrier in other commercial
documents related to the carriage hereunder (which may
include, but are not limited to, the Carrier's invoices,
the shipper's letter of instructions, the credit
application, powers of attorney, and other commercial
documents), and at the Carrier's offices. In the case of
inconsistency between this Bill of Lading and the
applicable tariff or the terms and conditions of
service, this Bill of Lading shall prevail.
 
3. WARRANTY
The Merchant warrants that in agreeing to the terms
hereof it is authorized to enter into this Bill of
Lading.
 
4. NEGOTIABILITY AND TITLE TO THE GOODS
 
(1) The Carrier shall issue an original bill of lading
for the Goods carried hereunder.
(2) If negotiable, an original bill of lading, properly
endorsed, is required to be surrendered when the Goods
are delivered.
(3) If non-negotiable, delivery of the Goods shall be
made to the named consignee upon surrender of an
original counterpart and such delivery shall constitute
due delivery hereunder.
(4) Whether the bill of lading is negotiable or
non-negotiable, the Merchant receiving the Goods in any
and all events warrants their entitlement to such
receipt and agrees to indemnify Carrier against all
damages and liabilities which Carrier may incur as a
result of releasing the Goods.
(5) This Bill of Lading shall be prima facie evidence of
the Carrier's receipt of the Goods as herein described.
However, proof to the contrary shall not be admissible
when this Bill of Lading has been negotiated or
transferred for valuable consideration to a third party
acting in good faith.
(6) Notwithstanding the foregoing, if this document is a
sea waybill, it is non-negotiable, shall not constitute
a document of title to the Goods, and shall be prima
facie evidence of the Carrier's receipt of the Goods as
herein described.
 
5. CERTAIN RIGHTS AND IMMUNITIES FOR THE CARRIER AND
OTHER PERSONS
 
(1) The Carrier shall be entitled to sub-contract on any
terms the whole or any part of the Carriage.
(2) The Merchant acknowledges that, subject to Clause
6(A)(b) below, no claim or allegations shall be made
against any Person  or vessel whatsoever, other than the
Carrier, including, but not limited to, the Carrier's
servants or agents, any independent contractor and his
servants or agents, and all others by whom the whole or
any part of the Carriage, whether directly or
indirectly, is procured, performed or undertaken, which
imposes or attempts to impose upon any such Person or
vessel any liability whatsoever in connection with the
Goods or the Carriage. If a claim is nevertheless made
against any such person, Merchant agrees to defend,
indemnify and hold harmless the Carrier against all
consequences thereof. By 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 deemed parties to this
contract.
(3) The Merchant shall defend, indemnify and hold
harmless the Carrier against any claim or liability (and
any expense arising therefrom) arising from the Carriage
of Goods insofar as such claim or liability exceeds the
Carrier's limited liability under this Bill of Lading.
(4) The defenses and limits of liability provided for in
this Bill of Lading shall apply in any action against
the Carrier, whether the action is founded in contract,
tort, bailment, breach of express of implied warranty or
otherwise.
(5) HIMALAYA CLAUSE. All exceptions, exemptions,
defenses, immunities, limitations of liability,
privileges, and conditions granted or provided by this
Bill of Lading, tariff, or statute for the benefit of
the Carrier, shall also apply to and for the benefit of
the officers and employees of the Carrier and the
agents, officers and crew of the vessel and to and for
the benefit of all parties performing services in
connection with the Goods as agents or contractors of
the Carrier (including, without limitation, stevedores,
terminal operators, and agents) and the employees of
each of them.
 
6. CARRIER'S RESPONSIBILITY
 
(A)    U.S. Carriage.
 
(a)    For US Carriage this bill of lading shall have
effect subject to the provisions of COGSA regardless of
whether said Act would apply of its own force. The
provisions of COGSA are incorporated herein and, unless
otherwise set forth herein, shall apply at all times the
Goods are in the Carrier's possession, custody, or
control, including the period prior to loading and
subsequent to discharge, for so long as the Goods remain
in the possession, custody, or control of the Carrier or
its Sub-Contractor, including Goods carried on deck.
Nothing contained herein is to be deemed as a surrender
by the Carrier of its rights, immunities, exemptions or
limitations or an increase of any of its
responsibilities or liabilities under COGSA. Except for
clause 6(B), every other term, condition, limitation,
defense and liberty whatsoever contained in this bill of
lading shall apply to US Carriage.
 
(b)    Where the Merchant requests the Carrier to
procure Carriage by an inland carrier in the United
States of America, such Carriage shall be procured by
the Carrier as agent only to the Merchant and such
Carriage shall be subject to the inland carrier's own
contractual conditions and/or tariff and in such event
Merchant shall have no cause of action against Carrier
for loss, damage or delay to the shipment caused by the
acts or omissions of the inland carrier, and will assert
said cause of action solely against the carrier(s)
responsible for said loss, damage or delay. If, for any
reason, the Carrier is denied the right to act as agent
only at these times, his liability for loss, damage or
delay to the Goods shall be determined in accordance
with this clause 6.
 
(c)    Neither the Carrier nor the Vessel shall in any
event be or become liable in an amount exceeding US$500
per package or customary freight unit. For limitation
purposes under COGSA, it is agreed that the meaning of
the word "package" shall be any palletized and/or
unitized assemblage of cartons which has been palletized
and/or unitized for the convenience of the Merchant,
regardless of whether said pallet or unit is disclosed
on the front hereof.
 
(d)     The Carrier shall be entitled to the full
benefit of, and rights to, all limitations and
exclusions of liability conferred or authorized by any
applicable law, statute or regulations of any country,
including but not limited to, Sections 4281 to 4287 of
the Harter Act, as amended, and where applicable, any
other provisions of the laws of the United States of
America, and without prejudice to the generality of the
foregoing, also any laws, statutes, or regulations
available to the owner of the vessel(s) on which the
Goods are carried.
 
(e)    Port to Port Transport:
 
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 other part of the Carriage
even though Charges for the whole Carriage have been
charged by the Carrier. The Merchant authorizes 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. The Carrier may, as such agent, enter into
contracts with others on any terms whatsoever, including
terms less favorable than the terms in this Bill of
Lading.
 
(f)    Multimodal Transport:
 
For Multimodal Transports, the Carrier shall be liable
for loss of or damage, save as otherwise provided in
this Bill of Lading, to the Goods occurring from the
time the Goods are taken into his charge, until the time
and place of delivery as set forth in the bill of
lading.  In the event it can be shown that the damage or
loss to the Goods occurred during the domestic
transportation in the United States and a separate bill
of lading is issued to cover such transport, Carrier's
liability shall be limited to the lesser of the limits
as set forth in clause 6(A)(c) herein or the liability
as set forth or referenced in the separate bill of
lading or the inland carrier's tariff.  In all other
cases, Carrier's liability shall be as set forth in
clause 6(A)(c) herein.
 
(B)    NON-US CARRIAGE.
 
(a)     Port to Port Transport:
 
(i)           The period of responsibility of the
Carrier for any loss or damage to the Goods shall
commence only at the moment the Goods are loaded on
board the Vessel and shall end when the Goods have been
discharged from the Vessel.
 
(ii)    The liability of the Carrier for loss of or
damage to the Goods shall be determined in accordance
with any national law making the Hague Rules or
Hague-Visby Rules compulsorily applicable to bills of
lading and if no such national law is compulsorily
applicable, then in accordance with the Hague-Visby
Rules Article 1-8 inclusive (excluding Article 3 rule
8).
 
(iii)    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, defense,
limitation and liberty in the Hague Rules, Hague-Visby
Rules, or any other rules as applied by clause (b)
during such additional compulsory period of
responsibility, notwithstanding that the loss or damage
did not occur at sea.
 
(iv)    If the Goods are discharged at a port other than
the Port of Discharge or at a Place of Delivery instead
of the Port of Discharge, and the Carrier in its
absolute discretion agrees to a request to such effect,
such further Carriage will be undertaken on the basis
that this bill of lading is to apply to such Carriage as
if the ultimate destination agreed with the Merchant had
been entered on the front side of this bill of lading as
the Port of Discharge or Place of Delivery.
 
(b)       Multimodal Transport:
 
Where the non-US Carriage is Multimodal and the Merchant
can prove at what stage the loss or damage occurred:
 
(i) the liability of the Carrier shall be determined by
the provision contained in any international convention
or national law, which applies compulsorily to the
relevant stage of the Multimodal Transport and cannot be
departed from by private contract to the detriment of
the claimant; or
(ii) where an international convention or national law
does not apply compulsorily to the stage of the movement
where the loss or damage occurred, any liability of the
Carrier shall be determined by sub-paragraph 6(B)(c).
 
(c)    Where the non-U.S. Carriage is Multimodal
Transport but the Merchant cannot prove at what stage
the loss or damage occurred or if this sub-clause
applies pursuant to sub-paragraph 6(B)(b)(ii), the
Carrier shall be relieved of liability for any loss or
damage if such loss or damage arose or resulted from:
 
(1) the wrongful act or neglect of the Merchant or any
Person acting on behalf of the Merchant other than the
Carrier or its servant, agent or Sub-Contractor;
(2) compliance with the instructions of a Person
entitled to give them;
(3) the lack 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;
(4) handling, loading, stowage or unloading of the Goods
by the Merchant, or any person acting on behalf of the
Merchant;
(5) inherent vice of the Goods;
(6) insufficiency or inadequacy of marks or numbers on
the Goods, coverings, or unit loads;
(7) strikes or lockouts or stoppage or restraint of
labor from whatever cause whether partial or general;
(8) an act, neglect or default in the navigation or
management of the Vessel occurring during carriage by
water;
(9) fire, unless the fire was caused by the actual fault
or privity of the Carrier or lack of exercise of due
diligence to make the Vessel seaworthy, properly to man,
equip and supply the Vessel or to make her fit and safe
for the reception, carriage and preservation of the
Goods; for which the Merchant shall have the burden of
proof
(10) a nuclear incident;
(11) any other cause or event which the Carrier could
not avoid and the consequences whereof it could not
prevent by the exercise of reasonable diligence.
 
(d)    When the Carrier establishes 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 sub-paragraph 6(B)(c), it shall be presumed
that it was so caused. The claimant 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.
 
(e)      Where the loss or damage was partly caused by
one of the causes at sub-paragraph 6(B)(c) the Carrier
shall only be liable to the extent that another cause
contributed to the loss or damage.
 
(f)    Compensation and Limitation
 
(i) Subject to the Carrier's right to limit liability as
provided for within this bill of lading, the Carrier's
liability shall be calculated by reference to the value
of the Goods at the place and time at which they were
accepted for Carriage.
(ii) Where the Hague Rules, Hague-Visby Rules or any
other rules compulsorily apply to the Carriage the
Carrier's liability shall in no event exceed the amounts
provided for in the applicable rules.
(iii) In all other cases compensation shall not exceed
the limitation of liability of 2 (two) SDRs per kilo of
gross weight of the Goods lost, damaged or in respect of
which the claim arises.
 
(g)    Time-bar
 
(i) Where the Hague Rules, Hague-Visby Rules or any
other rules apply compulsorily to the Carriage, the time
limit for bringing claims will be as prescribed by the
applicable rules.
(ii) In all other cases, the Carrier shall be discharged
of all liability whatsoever unless suit is brought
within nine months after the delivery of the Goods or
the date when the Goods should have been delivered.
 
(C)     PROVISIONS APPLICABLE TO CARRIER'S LIABILITY FOR
BOTH U.S. AND NON-U.S. CARRIAGE:
 
(a)     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. The Carrier shall, under no circumstances be liable
for direct, indirect, special, incidental, punitive or
consequential damages including, but not limited to,
loss of profits, income, utility, interest or loss of
market, caused by delay, whether or not Carrier had
prior knowledge that such damage might be incurred.
Scheduled or advertised departure and arrival times are
only expected times and are not a guarantee of delivery
by a date certain. Scheduled or advertised departure and
arrival times may be advanced or delayed should the
Carrier find it necessary, prudent or convenient, and
guarantee delivery by a date certain.
 
(b)    Ad Valorem
 
The Merchant agrees and acknowledges that the Carrier
has no knowledge of the value of the Goods, and that
higher compensation than that provided for in this Bill
of Lading may not be claimed unless, with the consent of
the Carrier, the value of the Goods is declared by the
shipper prior to the commencement of the Carriage stated
in this Bill of Lading and extra freight is paid, if
required. In that case, the amount of the declared value
shall be substituted for the limits set forth in this
Bill of Lading. Any partial loss or damage shall be
adjusted pro rata on the basis of such declared value.
In the event Merchant procures insurance for the Goods,
such action shall be conclusive as no value being
declared for the Goods.
 
(c)    Description of Goods
 
(i)     This Bill of Lading shall be prima facie
evidence of the receipt by the Carrier from the shipper
in apparent good order and condition, except as
otherwise noted, of the total number of Containers or
other packages or units indicated in the applicable box
on the face hereof.
(ii)    No representation is made by the Carrier as to
the weight, contents, measure, quantity, quality,
description, condition, marks, numbers or value of the
Goods, and the Carrier shall be under no responsibility
whatsoever in respect of such description or
particulars.
(iii) If any particulars of any letter of credit, import
license, and/or sales contract, invoice, order number,
and/or details of any contract to which the Carrier is
not a party, are shown on the face of this Bill of
Lading, such particulars are included solely at the
request of the Merchant for his convenience. The
Merchant agrees that the inclusion of such particulars
shall not be regarded as a declaration of value, and in
no way increases the Carrier's liability under this Bill
of Lading. The Merchant further agrees to defend,
indemnify and hold harmless the Carrier against all
consequences of including such particulars in this Bill
of Lading. The Merchant acknowledges that, except when
the provisions of Clause 6(C)(b) apply, the value of the
Goods is unknown to the Carrier.
(iv) It is agreed that superficial rust, oxidation or
any like condition due to moisture, is not a condition
of damage, but is inherent to the nature of the Goods,
and the Carrier's acknowledgement of receipt of the
Goods in apparent good order and condition is not a
representation that such conditions of rust, oxidation
or the like did not exist on receipt.
 
(d)     Notice of Loss or Damage
 
The Carrier shall be deemed prima facie to have
delivered the Goods as described in this Bill of Lading
unless notice of loss of, or damage to, the Goods,
indicating the general nature of such loss or damage
shall have been 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 calendar days thereafter.
 
(e)     Time-bar
 
The Carrier shall be discharged of all liability unless
suit is brought in the proper forum and written notice
thereof received by the Carrier within twelve months
after delivery of the Goods or the date when the Goods
should have been delivered. In the event that such time
period shall be found contrary to any convention or law
compulsorily applicable, the period prescribed by such
convention or law shall then apply, but in that
circumstance only.
 
(f)    When any claims are paid to Merchant by Carrier,
Carrier shall automatically be subrogated to all rights
of merchant against any and all responsible parties, on
account of the losses or damages for which such claims
are paid.
 
7. SHIPPER'S/MERCHANT'S RESPONSIBILITY
 
(1)      Each Person defined as a Merchant hereunder
shall be jointly and severally liable to Carrier for
fulfillment of all obligations undertaken by any
Merchant, and the shipper set forth on the front side of
this Bill of Lading shall notify all Merchant Person(s)
of such liability in this Bill of Lading and remain so
liable throughout Carriage, notwithstanding any transfer
of this Bill of Lading and/or title to the Goods to
another party.
 
(2)     The Merchant warrants to the Carrier that the
particulars relating to the Goods as set out overleaf
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 adequate and correct. The Merchant also warrants
that the Goods are lawful goods and contain no
contraband. If the Container is not supplied by or on
behalf of the Carrier, the Merchant further warrants
that the Container meets all ISO and/or other
international safety standards and is fit in all
respects for Carriage by the Carrier.
 
(3)     The Merchant shall defend, indemnify and hold
harmless the Carrier against all claims, losses,
damages, fines and expenses arising or resulting from
any breach of any of the warranties in Clause 7 hereof
or from any other cause in connection with the Goods for
which the Carrier is not responsible.
 
(4)     The Merchant shall comply with all applicable
laws, regulations or requirements of Customs, the port
and other authorities, and shall bear and pay all
duties, taxes, fines, imposts, expenses or losses
(including, without prejudice to the generality of the
foregoing, freight for any additional Carriage
undertaken) incurred or suffered in respect of the
Goods, and shall indemnify the Carrier in respect
thereof. If the vessel is delayed due to an act or
omission by the Merchant, the Merchant shall be
responsible to Carrier for all costs, including clean up
and delay, incurred as a result of the Merchant's acts
or omissions.
 
(5)     If Containers supplied by or on behalf of the
Carrier are unpacked at the Merchant's premises, the
Merchant is responsible for returning the empty
Containers free from labels etc., with interiors brushed
clean, odor free and in every respect fit for immediate
reuse, to the point or place designated by the Carrier,
his servants or agents, within the time prescribed.
Should a Container not be returned as required above
within the time prescribed, the Carrier is entitled to
take such steps as he considers appropriate for the
account of the Merchant, and the Merchant shall be
liable for any detention, loss or expense incurred as a
result thereof.
 
(6)     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. The Merchant shall be liable
for any loss, damage or injury caused by faulty or
insufficient packing or by faulty loading or packing
within Containers when such loading or packing has been
performed by the Merchant or on behalf of the Merchant,
or by the defect or unsuitability of the Containers when
supplied by the Merchant, and shall Indemnify the
Carrier against any additional expenses so caused.
 
(7)     Containers released into the care of the
Merchant for packing, unpacking or any other purpose
whatsoever are at the sole risk of the Merchant until
redelivered to the Carrier. The Merchant shall defend,
indemnify and hold harmless the Carrier for all loss
and/or damage to such Containers occurring during such
period. The Merchant shall also indemnify the Carrier
for any loss, damage, injury, fines or expenses caused
or incurred by such Containers while in his control.
 
(8)     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 Sub-Contractor (other than the Merchant)
caused by the Merchant or any Person acting on his
behalf or for which the Merchant is otherwise
responsible.
 
8. DANGEROUS, HAZARDOUS, OR NOXIOUS CARGO
 
(1)    Merchant shall not tender to Carrier any 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 without the written consent of the Carrier.
 
(2)      In the event such written consent is obtained
by the Carrier, the Container and/or other covering in
which the Goods are to be transported and/or the Goods
themselves shall be sufficiently and 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.
 
(3)     If the Merchant fails to provide such
information and the Carrier is unaware of the dangerous
nature of the Goods and the necessary precautions to be
taken and if, at any time, they are deemed to be a
hazard to life or property, they may at any place be
unloaded, destroyed or rendered harmless, as
circumstances may require, without compensation, and the
Merchant shall be liable for all loss, damage, delay or
expenses arising from the Carriage. The burden of proof
that the Carrier knew the exact nature of the danger
constituted by the carriage of the Goods shall rest upon
the Merchant.
 
(4)    The Merchant shall comply with rules which are
mandatory according to the national law or by reason of
international convention, relating to the carriage of
Goods of a dangerous nature. If any Goods shipped with
the knowledge of the Carrier as to their dangerous
nature shall became a danger to the ship or cargo, they
may in like manner be landed at any place or destroyed
or rendered innocuous by the Carrier without liability
on the part of the Carrier except to General Average, if
any.
 
(5)    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
8 or from any cause in connection with the Goods for
which the Carrier is not responsible.
 
(6)    Temperature-controlled cargo:
 
(i)     The Merchant undertakes not to tender for
transportation any Goods which require temperature
control without previously giving written notice (and
filling in the box on the front of this Bill of Lading,
if this Bill of Lading has been prepared by the Merchant
or a Person acting on his behalf) of their nature and
particular temperature range to be maintained, and in
the case of a temperature controlled Container stuffed
by or on behalf of the Merchant, further undertakes that
the Container has been properly pre-cooled, that the
Goods have been properly stuffed in the Container, and
that its thermostatic controls have been properly set by
the Merchant 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 caused by such non-compliance.
 
(ii)    The Carrier shall not be liable for any loss of,
or damage to, the Goods arising from defects,
derangement, breakdown, stoppage of; the temperature
controlling machinery, plant, insulation or any
apparatus of the Container, 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.
 
9. CONTAINERS
 
(1)     Goods may be stuffed by the Carrier in or on
Containers and Goods may be stuffed with other Goods.
 
(2)     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.
 
(3)     If a Container has been stuffed by or on behalf
of the Merchant:
 
(A)     the Carrier shall not be liable for loss of 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
conditions 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 would have been
apparent upon reasonable inspection by the Merchant at
or prior to the time when the Container was stuffed; and
(iv)     if the Container is not sealed at the
commencement of the Carriage except where the Carrier
has agreed to seal the Container.
 
(B)     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 9(3)(A) above, except for
9(3)(A)(iii)(a) above.
 
(4)     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.
 
10. INSPECTION OF GOODS
The Carrier, 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.
 
11. MATTERS AFFECTING PERFORMANCE
 
(1) 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:
 
(A)     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;
 
(B)     without prejudice to the Carrier's right
subsequently to abandon the Carriage under 11(A) 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 circumstances.
 
(2)     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, authority, or
any Person acting or purporting to act as or on behalf
of such government or authority.
 
12. METHODS AND ROUTE OF TRANSPORTATION
 
(1)     The Carrier may at any time and without notice
to the Merchant: use any means of transport or storage
whatsoever, including but not limited to, inland
carriage by truck, rail and/or air; load or carry the
Goods on any vessel, whether named on the front hereof
or not; transfer the Goods from one conveyance to
another, including transshipping or carrying the same on
another vessel than that named on the front hereof or by
any other means of transport whatsoever; at any place
unpack and remove Goods which have been stuffed in or on
a Container and forward the same in any manner
whatsoever; proceed at any speed and by any route in
Carrier's discretion (whether or not the nearest,
direct, customary, advertised, or published route) and
proceed to or stay at any place whatsoever once or more
often and in any order; load or unload the Goods from
any conveyance at any place (whether or not the place is
a port named on the front hereof as the intended Port of
Loading or intended Port of Discharge); comply with any
orders or recommendations given by any government,
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; permit the vessel to proceed with
or without pilots, to tow or be towed, or to be
dry-docked; permit the vessel to carry livestock, Goods
of all kinds, dangerous or otherwise, contraband,
explosives, munitions or warlike stores, and sail armed
or unarmed.
 
(2)     The liberties set out in 12(1) above may be
invoked by the Carrier (without notice to Merchant) for
any purposes whatsoever, whether or not connected with
the Carriage of the Goods. Any act in accordance with
12(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.
 
13. DECK CARGO (AND LIVESTOCK)
 
(1)     Goods of any description, whether containerized
or not, may be stowed on or under deck without notice to
the Merchant, and such stowage shall not be a deviation
of whatsoever nature or degree. Subject to 13(2) below,
such Goods, whether carried on deck or under deck, shall
participate in General Average, as explained in
Paragraph 16 below, and such Goods (other than
livestock) shall be deemed to be within the definition
of Goods for the purposes of the Hague Rules or any
legislation making such Rules or the Hague-Visby Rules
compulsorily applicable (such as COGSA or COGWA) to this
Bill of Lading.
 
(2)     Goods (not being Goods stuffed in or on
Containers other than open flats or pallets) which are
stated on the front of this Bill of Lading to be carried
on deck and which are so carried (and livestock, whether
or not carried on deck) are carried without
responsibility on the part of the Carrier for loss or
damage of whatsoever nature arising during carriage by
sea or inland water-way whether caused by
unseaworthiness or negligence or any other cause
whatsoever. The Merchant shall defend, indemnify and
hold harmless the Carrier against all and any extra cost
incurred for any reason whatsoever in connection with
carriage of such livestock.
 
14. DELIVERY OF GOODS
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 a 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 due delivery
hereunder, and thereupon the liability of the Carrier in
respect of the Goods or that part thereof shall cease.
 
15. BOTH-TO-BLAME COLLISION
If the vessel carrying the Goods (the carrying vessel)
collides with any other vessel or object (the
non-carrying vessel or object) due to the negligence of
the non-carrying vessel or object, or their owner(s),
charterer(s), or Person(s) responsible for the
non-carrying vessel or object, the Merchant undertakes
to defend, indemnify, and hold harmless the Carrier
against all claims, liability, costs, attorneys' fees,
and other expense arising therefrom, in respect of any
loss, damage, or claim whatsoever of the non-carrying
vessel or object.
 
16. GENERAL AVERAGE
 
(1)     The Carrier may declare "General Average" which
shall be adjustable according to the New York Antwerp
Rules of 1974 at any place at the option of the Carrier.
The Amended Jason Clause as approved by BIMCO is
incorporated herein, and the Merchant shall provide such
security as may be required by the Carrier in this
regard.
(2)     Notwithstanding 16(1) above, the Merchant shall
defend, indemnify and hold harmless the Carrier in
respect of any claim (and any expense arising therefrom)
of a General Average nature which may be made against
the Carrier, and shall provide such security as may be
required by the Carrier in this connection.
(3)     The Carrier shall be under no obligation to take
any steps whatsoever to collect security for General
Average contributions due to the Merchant.
 
17. FREIGHT & CHARGES
 
(1)     Freight shall be deemed fully earned on receipt
of the Goods by the Carrier and shall be paid and
non-returnable in any event by the Merchant.
(2)     The Merchant's attention is drawn to the
stipulations concerning currency in which the freight is
to be paid, rate of exchange, devaluation and other
contingencies relative to freight in the applicable
tariff.
(3)     Freight has been calculated on the basis of
particulars furnished by or on behalf of the shipper. If
the particulars furnished by or on behalf of the
Merchant are incorrect, it is agreed that a sum equal to
double the correct freight less the freight charged
shall be payable as liquidated damages to the Carrier.
(4)     All freight shall be paid without any set-off,
counter-claim, deduction or stay of execution before
delivery of the Goods.
(5)     The Merchant, as defined herein, shall be
jointly and severally liable to the Carrier for the
payment of freight and all Charges, including attorneys'
fees, costs, and expenses incurred in collecting such
freight, and the performance of the obligation of each
of them hereunder.
(6)     The Merchant, as defined herein, shall be
jointly and severally liable for demurrage, detention,
general order, and any and all costs associated with the
abandonment of the freight or a refusal of the consignee
to make delivery, whether or not freight is "pre-paid"
or "collect."
(7)     The Carrier shall be entitled to all freight and
other Charges due hereunder, whether actually paid or
not, and to receive and retain them irrevocably under
any circumstances whatsoever, whether the vessel and/or
goods be lost or not, or the voyage be broken up, or
frustrated, or abandoned at any stage of the entire
transit period.
(8)     The Merchant shall be jointly and severally
liable for, and indemnify the Carrier against all dues,
duties, taxes and Charges including consular fees levied
on the goods or all fines and/or losses sustained or
incurred by the Carrier in connection with the goods
however caused, including the procedure consular, board
of health, or other certification to accompany the
goods.
(9)      The Merchant shall be jointly and severally
liable for return freight and Charges on the goods
refused exportation or importation.
(10)     The Merchant authorizes the Carrier to pay
and/or incur all such Charges and expenses and to do any
matters mentioned above at the expense of and as agent
for the Merchant, to engage other Persons to regain
possession of the Goods, and to do all things deemed
advisable to the Carrier for payment of all Freight and
Charges and for the performance of the obligation of
each of them hereunder.
 
18. COSTS OF COLLECTION
In any dispute involving monies owed to Carrier, Carrier
shall be entitled to all costs of collection, including
reasonable attorney's fees and interest at 15% per annum
or the highest rate allowed by law, whichever is less.
If any suit is brought by Merchant against Carrier and
Carrier is determined not to be liable to Merchant or
its liability is limited in accordance with these terms
and conditions, Carrier shall be entitled to its
reasonable attorney's fees incurred in defending said
action.  The foregoing sentence shall not apply in the
event a Court or other tribunal determines that New York
law does not apply to the services rendered by Carrier.
 
19. LIEN
The Carrier shall have a general and continuing lien on
the Goods and any documents relating thereto for all
sums whatsoever due at any time to the Carrier from the
Merchant with regard to the shipment on which the lien
is claimed, a prior shipment(s) and/or both, and for
General Average contributions to whomsoever due and for
the costs, including attorney's fees of recovering the
same.  The Carrier shall have the right to sell the
Goods and documents by public auction or private treaty,
upon notice to the Merchant, at the Merchant's expense,
and without any liability towards the Merchant. If on
the sale of goods, the proceeds fail to cover the amount
due and attorneys' fees, costs and expenses incurred,
then Carrier may recover the difference from Merchant.
 
20. WRITING REQUIRED TO VARY OR MODIFY THE CONTRACT
Only Carrier's officer, director, or agent with actual
authority shall have power to waive, vary, alter, or
modify any terms herein. Any changes must be agreed upon
in writing by Carrier and Merchant.
 
21. SEVERABILITY
If any provision in this 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 this Bill of Lading contract shall
be carried out as if such invalid or unenforceable
provisions were not contained herein.
 
22. JURISDICTION AND LAW CLAUSE
Any claim or dispute arising under this Bill of Lading
shall be determined according to the laws of the United
States and the laws of the State of North Carolina as
applicable. Actions against the Carrier may only be
instituted in the state or federal courts located in
Guilford County, New York.
 

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