House Bill of Lading for Maersk Project Logistics

1 Definitions:

"B/L" means the contract evidenced by this bill of lading.

"Carriage" means the whole or any part of the carriage, loading, unloading, handling and any and all other services whatsoever undertaken by MLSIAS in relation to the Goods.

"Freight" includes all charges payable to MLSIAS in accordance with this B/L.

"Goods" means the whole or any part of the cargo and any packaging accepted from the Shipper.

"Hague Rules" means the International Convention for the Unification of Certain Rules relating to Bills of Lading signed at Brussels on 25 August 1924.

"MLSIAS" means Maersk Logistics & Services International A/S , the combined transport operator who issued this B/L.

"Merchant" means and includes the Shipper, Holder, Consignee and Receiver of the Goods, any Person owning or entitled to possession of the Goods or this B/L and anyone acting on behalf of such Person.

"Multimodal Transport" arises if the Place of Receipt and/or Place of Delivery are indicated on the reverse of this B/L.

"Ocean Transport" means the Carriage of the Goods on a Vessel by sea or inland waterways.

"Person" includes an individual, corporation or other legal entity.

"Sub-contractor" means and includes owners, charterers and operators of Vessels, stevedores, terminal and groupage operators, road and rail transport operators, warehousemen and any independent contractors employed by MLSIAS performing the Carriage or whose services or equipment have been used for the Carriage and any direct or indirect sub-contractors, servants or agents thereof whether in direct contractual privity or not.

"USCOGSA" means the US Carriage of Goods by Sea Act 1936.

"Vessel" means any water borne craft used in the Carriage.

2 Applicability

2.1 Notwithstanding anything to the contrary, these B/L terms shall also apply if only one mode of transport is used.

2.2 These B/L terms shall apply in any action against MLSIAS for any loss or damage whatsoever, whether founded in contract, bailment or tort and even if the loss or damage arose as a result of negligence or repudiatory breach.

3 Warranty

3.1 The Merchant warrants that it owns or is entitled to possession of the Goods and this B/L or has authority to contract on behalf of that Person.

4 MLSIAS's Responsibility

4.1 MLSIAS undertakes to perform and/or procure in its own name the performance of the Carriage from the Port of Loading to the Port of Discharge or, where the Carriage is Multimodal Transport, from the Place of Receipt to the Place of Delivery.

4.2 Where the Carriage is Ocean Transport:

4.2.1 Save as otherwise provided in these B/L terms, MLSIAS's liability for loss of or damage to the Goods shall be determined in accordance with either (a) Articles I to VIII of the Hague Rules; or (b) where compulsorily applicable, USCOGSA.
4.2.2 MLSIAS shall have no responsibility whatsoever for loss of or damage to the Goods if such loss or damage arises before the Goods are taken into its charge or after it has tendered the Goods for delivery. To the extent any applicable mandatory law provides to the contrary, Articles I to VII of the Hague Rules shall apply during any additional period of responsibility, whether or not the loss or damage occurred at sea.

4.3 Where the Carriage is Multimodal Transport:

4.3.1 Where the loss of or damage to the Goods is known to have occurred during Ocean Transport, or where the stage of the Carriage where the loss of or damage to the Goods occurred cannot be established, MLSIAS’s liability for such loss or damage shall be determined in accordance with either (i) Articles I to VIII of the Hague Rules; or (ii) where compulsorily applicable, USCOGSA.
4.3.2 Where the loss of or damage to the Goods is known to have occurred during inland carriage, MLSIAS shall not be responsible for such loss or damage if caused by (a) an act or omission of the Merchant or Person acting on its behalf (other than MLSIAS or their Sub-Contractor); (b) compliance with the instructions of any Person entitled to give them; (c) insufficient or defective condition of packing or marks; (d) handling, loading, stowage or unloading of the Goods by the Merchant or Person acting on its behalf; (e) inherent vice of the Goods; (f) partial or general strike, lock out, stoppage or restraint of labour, from whatever cause; (g) nuclear incident; or (h) any cause or event and the consequences whereof which MLSIAS, exercising reasonable diligence, could not prevent.
4.3.3 If MLSIAS establishes that the loss or damage could be attributed to any of the circumstances in Clause 4.3.2 it shall be presumed that it was so caused, unless the Merchant can prove that the loss or damage was caused otherwise (either wholly or partially).

4.4   Goods, whether containerised or not, may be carried on deck without notice to the Merchant unless the reverse side of this B/L specifies that the Goods will be carried under deck. If Goods are carried on deck, MLSIAS shall not be required to note or otherwise mark this B/L with any statement of on-deck carriage. Save as set out in Clause 4.5, all Goods (excluding livestock) shall participate in general average (“GA”) and are deemed to be “Goods” for the purpose of Articles I to VII of the Hague Rules and shall be carried subject to such rules.

4.5   MLSIAS shall not be responsible for any loss or damage whatsoever to non-containerised Goods, howsoever caused, in circumstances where (i) this B/L specifies that such Goods will be carried on deck; or (ii) the Goods are livestock.

4.6   MLSIAS does not undertake that the Goods or any relating documents shall arrive or be available at any point or place at any particular time or to meet any particular requirement of any licence, permission, sale contract or credit of the Merchant or any market or use of the Goods and MLSIAS shall under no circumstances whatsoever be liable for any loss or damage caused by delay. If MLSIAS is nevertheless held liable for any such loss or damage, such liability shall in no event exceed the Freight paid.

5 Limitation of Liability

5.1 If MLSIAS is liable to the Merchant for the loss of or damage to the Goods, such compensation shall:

5.1.1 be assessed by reference to the value of the Goods at the place and time they are delivered or should have been delivered according to either (a) the commodity exchange price; or if none (b) the current market price; or if none (c) the reasonable value of goods of the same kind and quality;
5.1.2 not exceed 2 SDR per kilo of the gross weight of the relevant Goods unless (a) the shipment is to or from the US, whereupon the compensation shall not exceed USD 500 per package or unit; or (b) the nature and value of the Goods is stated on this B/L by MLSIAS and the ad valorem freight paid, whereupon such declared value shall be the limit (whether or not the shipment is to or from the US). Any partial loss or damage shall be adjusted pro-rata on the basis of such declared value; and
5.1.3 if the Carriage does not include Ocean Transport, not exceed 8.33 SDR per kilo of the gross weight of the relevant Goods.

5.2 MLSIAS shall in no circumstances be liable for any loss or damage, except as provided in these B/L terms.

5.3 MLSIAS sall under no circumstances be liable for any consequential loss or damage (whether or not in the contemplation of the parties at the time of agreeing the Carriage), including but not limited to (a) damage to proprietary rights in the Goods; (b) loss of profits, including but not limited to losses caused by threatened or actual business interruption; (c) loss of chance, business, business opportunity, bargain, goodwill or reputational damage; (d) loss of use and loss of any service, contract or option to enter into contract; (e) losses caused by “shut-in”; (f) loss of production; (g) additional insurance and financing costs, including but not limited to additional interest rates on finance agreements; or (h) additional operating costs.

5.4 The aggregate liability of MLSIAS shall not exceed the limit of liability for the total loss of the Goods.

6 Limitation of liability for Methods of Transport other than Ocean Transport

6.1 Where loss of or damage to the Goods occurred during one particular stage of Multimodal Transport where an applicable, mandatory international convention or national law (together the “Relevant Laws”) provides a higher liability limit than as set out in Clause 5, the limit to MLSIAS’s liability shall be determined in accordance with the Relevant Laws.

7 Compliance with sanctions

7.1 Carriage is subject to compliance with EU, US and UN sanction laws, including but not limited to all applicable embargos and trade controls against Iran, Russia and Belarus.

7.2 The Merchant represents and warrants that: (a) the Carriage in no way involves, nor shall it involve, in either context directly or indirectly, in any way any entity or person subject to sanctions, embargoes or trade controls, including but not limited to any Iranian, Russian or Belarus entity or person; and (b) the Goods will not be imported to Iran, Russia or Belarus following tendering by MLSIAS of the Goods at the Port of Discharge or the Place of Delivery, whichever is applicable.

7.3 If any entity or person involved in the Carriage is an entity or person subject to sanctions, embargoes or trade controls or is in violation of any sanctions, embargoes or trade controls: (a) the shipment will be returned to its origin without exception; and (b) the Shipper will be solely responsible for, and will indemnify MLSIAS against all: (A) costs and risk relating to such return; and (B) fines, penalties. liabilities, judgments, costs and expenses arising from such violation.

7.4 Tthe Merchant agrees and acknowledges that MLSIAS may withhold release of the Goods pending investigation to determine if any entity or person involved in the Carriage is subject to, or in violation of sanctions, embargos and trade controls.

8 Sub-contracting

8.1 MLSIAS shall be entitled to sub-contract the whole or any part of the Carriage on any terms and conditions whatsoever.

8.2 The terms of this B/L shall apply to any claims related to the performance of the Carriage made against MLSIAS’s Sub-contractor, whether founded in contract, bailment or tort. For the purpose of Clauses 8.1 and this Clause 8.2, MLSIAS is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of any and all Sub-contractors who shall to this extent be or be deemed to be parties to this B/L.

8.3 The aggregate liability of MLSIAS and any Sub-contractors shall not exceed the limits in Clause 5.

9 The Goods

9.1 This B/L shall be prima facie evidence of the receipt by MLSIAS of the total number of the Goods set out on enumerated on the reverse of this B/L in apparent good order and condition, except as otherwise noted. MLSIAS makes no representation as to and shall be under no responsibility whatsoever in respect of, the weight, contents, measures, quantity, quality, description, condition, marks, numbers or value of the Goods.
The Shipper shall be deemed to have guaranteed the accuracy, at the time the Goods were taken into the charge of MLSIAS, of all particulars relating to the Goods on the reverse of this B/L. The Shipper warrants that the Goods (a) are lawful and contain no contraband, drugs or other illegal substances or stowaways; and (b) will not cause loss, damage or expense to MLSIAS.

9.2 If any details of any letter of credit, import license, sales contract, invoice, order number or any contract to which MLSIAS is not a party are set out on the reverse of this B/L, such details are included at the sole risk of the Merchant and for his convenience. Such details shall not be regarded as a declaration of value and do not increase MLSIAS’s liability under this B/L.

9.3 MLSIAS shall be entitled to open and/or scan any package or container at any time and to inspect its contents. If it appears that the Goods cannot safely or properly be carried or carried further, either at all or without incurring any additional expense or taking any measures in relation to the Goods, MLSIAS may without notice to the Merchant (but as his agent only) take any measures or incur any reasonable additional expense to carry or to continue the Carriage, sell or dispose of the Goods, abandon the Carriage, store them ashore or afloat, under cover or in the open, at any place, or a combination of these measures, that MLSIAS in its absolute discretion considers most appropriate, which sale, disposal, abandonment or storage shall constitute due delivery under this B/L. In these circumstances, MLSIAS 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 9.

10 Dangerous Goods

10.1 No Goods which are or which may become of a dangerous, noxious, hazardous, flammable or damage nature (including radioactive material) (each a “DG Nature”), and whether or not so listed in any official or unofficial, international or national code, convention, listing or table, shall be tendered to MLSIAS for Carriage without (a) previously giving written notice of their nature, character, name, label and classification (if applicable) to MLSIAS and obtaining MLSIAS’s written consent; and (b) distinctly marking the Goods and any container, transport unit or other covering, so as to indicate the nature and character of any such Goods in compliance with any applicable laws, regulations or requirements. If such Goods are tendered to MLSIAS without fulfilling the requirements of Clauses 10.1 (a) or (b), or if in the opinion of MLSIAS the Goods are or are liable to become of a DG Nature, they may at any time or place be unloaded, destroyed, disposed of, abandoned or rendered harmless without compensation to the Merchant.

10.2 The Merchant warrants that such Goods are packed in a manner adequate to withstand the risk of Carriage having regard to their nature and in compliance with all applicable laws, regulations or requirements.

10.3 The Merchant shall indemnify MLSIAS against all claims, liabilities, loss, damage, delay, costs, fine and/or expenses arising in consequence of the Carriage of such Goods, and/or arising from any breach of the warranties in Clause 10.2 including any steps taken by MLSIAS pursuant to Clause 10.1, whether or not the Merchant was aware of the nature of the Goods. Nothing in this Clause 10 shall deprive MLSIAS of any of its rights provided for elsewhere, including Freight.

11 Containerised Cargo

11.1 MLSIAS may pack the Goods in containers and consolidated with other goods. If containers supplied by or on behalf of MLSIAS are unpacked at the Merchant's premises, the Merchant shall return the empty containers clean, odour free and in the same condition as received, to the place and by the time designated by MLSIAS. If a container is not returned in accordance with this Clause 11.1, the Merchant shall be liable for any detention, loss or expense incurred as a result.

11.2 Containers released into the custody of the Merchant for packing, unpacking or any other purpose whatsoever are at the sole risk of the Merchant until redelivered to MLSIAS. The Merchant shall indemnify MLSIAS for any loss, damage or delay to such containers. The Merchant is deemed to be aware of the dimensions and capacity of any containers released to them.

11.3 If a container has not been packed by MLSIAS (a) this B/L shall be a receipt only; and (b) MLSIAS shall not be liable for any loss, damage or expense caused by any matters beyond MLSIAS’s control, including but not limited to the manner in which the container was packed or the unsuitability of the Goods for carriage in containers. The Merchant shall indemnify MLSIAS for any such loss, damage or expense.

11.4 MLSIAS shall not be liable for any loss, damage or expense caused by any defect or unsuitability of the container or other transport unit supplied by (a) the Merchant; or (b) provided such defect or unsuitability would not have been reasonably apparent to the Merchant, MLSIAS.

11.5 If a shipper-packed container is delivered with its original seal as affixed by the Shipper intact, MLSIAS shall not be liable for any shortage of Goods ascertained at delivery.

11.6 The Merchant shall inspect containers before packing them and the use of containers shall be prima facie evidence of their soundness and suitability. If the Merchant supplies any containers, other transport unit or equipment (including but not limited to frames (together the “Equipment”) (a) the Merchant warrants that the Equipment is in a sound condition and suitable for the Carriage and the risks of Carriage; and (b) MLSIAS shall not be liable for any loss, damage or expense caused by the circumstances set out in Clause 11.6(a), and shall indemnify MLSIAS for the same.

11.7 MLSIAS shall not be liable for any loss, damage or expense caused by stowage or lashing when performed by MLSIAS in accordance with the Merchant’s instructions, and shall indemnify MLSIAS for the same.

11.8 SOLAS Verified Gross Mass Requirements:

11.8.1 If the Goods are containerised, the Merchant shall provide MLSIAS with the total gross mass (“TGM”) established using calibrated and certified equipment of each packed container (FCL) or each package of Goods (LCL) carried under this B/L (each a “Relevant Item”) in accordance with SOLAS and the deadlines established by MLSIAS. The Merchant acknowledges and agrees that MLSIAS will rely on the accuracy and timeliness of such TGM information and use it to comply with its SOLAS obligations to Sub-contractors and any Authority.
11.8.2 In the event of any non-compliance by the Merchant with Clause 11.8.1 or where MLSIAS reasonably believes the TGM information provided by or on behalf of the Merchant is inaccurate or incomplete, MLSIAS may, at its sole discretion and without notice (a) arrange, at the Merchant’s cost and as its agent, for the TGM of each Relevant Item to be established by a third party in accordance with SOLAS; (b) establish itself and at the Merchant’s cost, the TGM of each Relevant Item in accordance with SOLAS; or (c) refuse to load the Goods without liability to the Shipper or, if the Goods are loaded, arrange at the Merchant’s risk and expense for the Goods to be landed and stored and such actions shall constitute due delivery under this B/L.

12 Methods and Routes of Transportation

12.1 MLSIAS may at any time and without notice (a) use any means of transport or storage whatsoever; (b) transfer the Goods from one conveyance to another even though the transshipment or forwarding may not have been contemplated or provided for in this B/L; (c) unpack and remove the Goods and forward them via a container or otherwise; (d) sail without pilots, proceed via any route at any speed and proceed to, return to and stay at any port or place whatsoever once or more often; (e) load, unload and store the Goods at any port or place; (f) comply with any orders or recommendations given by a government authority (or by any person purporting to act on their behalf) or having under the terms of the insurance on any conveyance employed by MLSIAS the right to give orders or directions.

12.2 The liberties set out in Clause 12.1 may be invoked by MLSIAS for any purpose whatsoever whether or not connected with the Carriage of the Goods. Anything done or not done in accordance with Clause 12.1 or any resulting delay shall be deemed to be within the Carriage and not a deviation.

12.3 If at any time Carriage is or is likely to be affected by: (a) any hindrance, risk, danger, delay, difficulty or disadvantage of whatsoever kind and howsoever arising which cannot be avoided by the exercise of reasonable endeavours, (even though the circumstances giving rise to such hindrance, risk, danger, delay, difficulty or disadvantage existed at the Relevant Time or when the Goods were received for Carriage); or (b) any circumstance beyond the reasonable control of either party, MLSIAS may at his sole discretion and without notice to the Merchant and whether or not the Carriage is commenced either (a) carry the Goods to the contracted Port of Discharge or Place of Delivery (as applicable), by an alternative route; (b) suspend the Carriage and store them ashore or afloat upon the terms of this B/L and endeavour to forward them as soon as possible, but MLSIAS makes no representations on the maximum suspension period; or (c) abandon the Carriage and place them at the Merchant’s disposal at any port or place which MLSIAS may deem safe and convenient whereupon the responsibility of MLSIAS in respect of such Goods shall cease. If MLSIAS invokes Clauses 12.3(a) or (b), this shall not prejudice its right to subsequently invoke Clause 12.3(c). If MLSIAS invokes Clause 12.3(c), MLSIAS shall nevertheless be entitled to full Freight on the Goods received for the Carriage, and the Merchant shall pay any additional costs incurred by reason of the abandonment.

12.4 If MLSIAS invokes Clauses 12.3(a) or (b), it shall be entitled to charge such additional Freight and, in the case of Clause 12.3(b), such additional costs, as it determines.

13 Delivery

13.1 The Goods shall be deemed to have been delivered when they have been handed over or placed at the disposal of the Merchant or his agent in accordance with this B/L or when the Goods have been handed over to any authority or other Person to whom, pursuant to the law or regulations applicable at the Port of Discharge or Place of Delivery, the Goods must be handed over, or at such other place at which MLSIAS is entitled to call upon the Merchant to take delivery.

13.2 If the Merchant fails to take delivery of the Goods, MLSIAS may without notice unpack the Goods if packed in containers or store the Goods ashore, afloat, in the open or under cover at the sole risk of the Merchant. Such storage shall constitute due delivery under this B/L, and thereupon all liability whatsoever of MLSIAS in relation to the Goods or any part thereof shall cease and the costs of such storage shall be paid by the Merchant on demand to MLSIAS.

13.3 If the Goods are unclaimed within a reasonable time or if in MLSIAS’s opinion the Goods are likely to deteriorate, decay, become worthless or incur charges whether for storage or otherwise in excess of their value, MLSIAS may at its discretion and without prejudice to any other rights it may have against the Merchant, without notice and without responsibility, sell, abandon or otherwise dispose of the Goods at the sole risk and expense of the Merchant and apply any proceeds of sale in reduction of the sums due to MLSIAS from the Merchant.

13.4 Refusal by the Merchant to take delivery of the Goods in accordance with the terms of this Clause 13 or to mitigate any loss or damage thereto shall constitute a waiver by the Merchant to MLSIAS of any claim whatsoever relating to the Goods or the Carriage thereof.

14 Merchant's Responsibility

14.1 All Persons coming within the definition of ‘Merchant’, including their principal, shall be jointly and severally liable for the due fulfilment of the Merchant’s B/L obligations.

14.2 The Merchant shall be liable for and shall indemnify MLSIAS against all loss, damage, delay, fines, attorney fees or expenses arising from a breach of the Merchant’s warranties in this B/L or from any other cause whatsoever in connection with the Goods for which MLSIAS is not responsible.

14.3 The Merchant shall comply with all regulations and requirements of customs, port and other authorities, and shall bear and pay all duties, taxes, fines, imposts, expenses or losses incurred or suffered by reason of any failure so to comply, or by reason of any illegal, incorrect or insufficient declaration, marking, numbering or addressing of the Goods, and shall indemnify MLSIAS in respect thereof.

15 Freight and Charges

15.1 In all circumstances, Freight shall be paid in cash and without any deduction or set-off whatsoever. The Freight shall be considered earned at the moment the Goods have been taken in MLSIAS’s charge and shall not be returned in any event, whether or not the Vessel or the Goods are lost.

15.2 The Freight and all other amounts due shall be paid in the currency (a) set out in this B/L; or at MLSIAS's option (b) of the country of dispatch or destination at the highest rate of exchange for bankers' sight bills current (i) at the option of MLSIAS, on the date of this B/L; (ii) for prepaid Freight, on the date of dispatch; or (i) for Freight payable at destination, on the day the Merchant is notified of the arrival of the Goods there, or on the date of withdrawal of the delivery order, whichever rate is the higher.

15.3 Where Equipment is supplied by MLSIAS, the Merchant shall pay all damages, demurrage and charges which arise out of the use thereof.

15.4 The Merchant shall reimburse MLSIAS for any costs resulting from any deviation or delay or any other increase of costs of whatever nature caused by war, warlike operations, epidemics, pandemics, strikes or government directions.

15.5 The Merchant warrants the correctness of the declaration of contents, insurance, weight, measurements or value of the Goods, but MLSIAS has the right to have the contents inspected and the weight, measurements or value verified. If, on such inspection, it is found that the declaration is not correct, the Merchant shall (a) pay to MLSIAS the difference between the Freight as payable and the Freight which would have been payable if the declaration was correct; (b) indemnify MLSIAS for the inspection costs incurred; and (c) compensate MLSIAS for any and all other losses incurred, including but not limited to lost freight on other goods.

16 Lien

16.1 MLSIAS shall at any time have a lien on the Goods and on any relating documents for all sums payable to MLSIAS (a) under this B/L; or (b) due from the Merchant. Any lien shall extend to cover the cost of recovering such sums. MLSIAS shall have the right to sell the Goods by public auction or private treaty without notice.

17 Both-to-Blame Collision and New Jason Clause

17.1 The Both-to-Blame Collision and New Jason clauses published or approved by BIMCO and obtainable from MLSIAS or his agent upon request are hereby incorporated herein.

18 General Average

18.1 In the event that GA is declared in relation to a Vessel upon which the Goods are being carried (a) if GA security is sought from MLSIAS, the Merchant shall provide MLSIAS with security in the same amount; and (b) if MLSIAS is held liable to contribute in GA, the Merchant shall indemnify MLSIAS.

19 Notice

19.1 Unless written notice of loss of or damage to the Goods, specifying the general nature of such loss or damage, is given by the Merchant to MLSIAS at the Place of Delivery or Port of Discharge before or at the time the Goods are removed into the custody of the Merchant, or if the loss and damage is not apparent within three days, such removal shall be prima facie evidence of the delivery of the Goods as described in this B/L.

20 Time Bar

20.1 MLSIAS shall, unless otherwise expressly agreed in writing, be discharged of all liability whatsoever under these B/L terms unless suit is brought within one year after delivery of the Goods or the date when the Goods should have been delivered.

21 Variation of the Contract and Validity

21.1 No servant or agent of MLSIAS shall have the power to vary or waive these B/L terms, unless such waiver or variation is in writing and is specifically authorised or ratified in writing by MLSIAS.

21.2 If any clause of these B/L terms are held to be invalid, illegal or unenforceable by any applicable international convention or national law, the remaining clauses hereof shall nevertheless continue in full force and effect.

22 Governing Law and Jurisdiction

22.1 For shipments to or from the US, any dispute relating to this B/L shall be governed by US law and the United States Federal Court of the Southern District of New York is to have exclusive jurisdiction to hear all disputes in respect thereof. In all other cases, this B/L shall be governed by and construed in accordance with English law and all disputes arising hereunder shall be determined by the English High Court of Justice in London to the exclusion of the jurisdiction of the courts of another country.

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