Terms & Conditions


This Bill of Lading is subject to the Terms and Conditions herein, and to the additional terms and conditions of Carrier’s Tariff filed with the Federal Maritime Commission and available from Carrier at www.eLangham.com, upon request. In the case of any inconsistency between these Terms and Conditions and the Tariff rules, the Tariff rules shall prevail.

1. CHARGES: Full freight charges hereunder shall be due and payable by the Merchant in cash without deduction, including for lost or damaged or unsound goods, on receipt of the goods or part thereof by the Carrier for shipment and shall be deemed to have been fully earned upon such receipt of goods. All charges due hereunder together with freight charges shall be due from and payable by the Shipper, Consignee, Owner of the goods or Holder of this Bill of Lading on demand at such port or place and in such currency as the Carrier may require, vessel or other means of transportation or cargo lost or not lost from any cause whatsoever. Late payments shall incur interest at 12% from the date when freight and charges are due. In any referral for collection or action against the Merchant for monies due to Carrier, Merchant shall pay the expenses of collection and/or litigation, including reasonable attorney’s fees. Merchant shall be liable for all dues, duties, fines, taxes, and charges, including consular fees, levied on the goods. Merchant shall be liable for return freight and charges on the goods if they are refused export or import by any government. All “Merchant” entities/persons shall be jointly and severally liable to Carrier for the payment of all freight and charges, including advances, and shall jointly and severally indemnify the Carrier for all claims, fines, penalties, damages, costs and other amounts which may be incurred or imposed upon the Carrier by reason of any breach of the Merchant of any of the provisions of this Bill of Lading or of any statutory or regulatory requirements. The Shipper, Receiver, Consignor, Consignee, Holder of this Bill of Lading, and any person having a present or future interest in the goods or any person acting on behalf of any of the above-mentioned persons are referred to herein collectively as “Merchant.”

2. COGSA: This Bill of Lading shall have effect subject to the provisions of the “Carriage of Goods by Sea Act 1936” (“COGSA”) of the United States of America in respect of carriage of goods from or to ports in the United States. Otherwise this Bill of Lading shall have effect subject to the provisions of the Hague Rules contained in the International Convention for Unification of certain Rules relating to Bills of Lading, dated Brussels, August 25, 1924, as amended by the protocol at Brussels on February 23, 1968 and December 21, 1979, as enacted in the country of shipment, or if no such enactment is compulsorily applicable, the provisions of said convention shall apply. If any provision of this Bill of Lading is invalid under COGSA or any other law that is compulsorily applicable, such provision shall, to the extent of such invalidity, but no further, be null and void.” The provisions stated in the Hague Rules or COGSA, as applicable, shall govern before the goods are loaded on and after they are discharged from the ship and throughout the entire time the goods are in the custody of the Carrier, except as may be otherwise specifically provided herein.

3. SUB-CONTRACTING: (a) The Carrier shall be entitled to sub-contract on any terms the whole or any part of the carriage, loading, unloading, storing, warehousing, handling and any and all duties whatsoever undertaken by the Carrier in relation to the goods. (b) Merchant undertakes that no claim or allegation shall be made against any servant, agent, stevedore or sub-contractor of the Carrier which imposes or attempts to impose upon any of them or any vessel owned or chartered by any of them any liability whatsoever in connection with the goods, and, if any such claim or allegation should nevertheless be made to indemnify the Carrier against all consequences thereof. Without prejudice to the aforegoing every such servant, agent, stevedore and sub-contractor shall have the benefit of (a) all provisions herein benefiting the Carrier, including all rights, exemptions from liability, defenses, and immunities, as if such provisions were expressly for their benefit, and (b) all limitations of and exonerations from liability provided to the Carrier by law and by the terms hereof shall be available to them. In entering into this contract, the Carrier, to the extent of those provisions, does so not only on its own behalf, but also as agent and trustee for such servants, agents, stevedores and subcontractors. (c) The expression “sub-contractor” in this clause shall include direct and indirect sub-contractors and their respective servants and agents.

4. CARRIER’S RESPONSIBILITY: Where loss or damage has occurred between the time of Carrier’s receipt of the goods at the port of loading and the time of delivery by the Carrier at the port of discharge, Carrier shall be liable for such loss or damage. If it is established that loss or damage has occurred during any prior or subsequent period of carriage by water, liability shall be determined in accordance with the provisions of the International Convention for the Unification of Certain Rules relating to Bills of Lading dated Brussels the 25th August, 1924 such as the Carriage of Goods by Sea Act 1924 of the United Kingdom, or where compulsorily applicable the Carriage of Goods by Sea Act of the United States 1936 or of like statutes of other countries. If anything herein contained is inconsistent with the said Acts or Laws it shall to the extent and on the occasion of such inconsistency and no further, be null and void. If it can be proved that the loss or damage occurred while the goods were in the custody of an inland carrier the liability of the Carrier and the limitation thereof shall be determined in accordance with the inland carrier’s contracts of carriage and tariffs, or in the absence of such contracts or tariffs, in accordance with the internal law of the State where the loss or damage occurred. Where it cannot be established where the loss or damage occurred, it shall be presumed that such loss or damage occurred while the goods were in Carrier’s custody. In no event shall the liability of the Carrier exceed the amount of compensation payable under Clause 6. The Carrier shall be entitled to the full benefit of and right to all limitations of or exemptions from liability authorized by any provision of Section 4281 to 4289 of the Revised Statutes of the United States of America and amendments thereto and of any other provisions of the laws of the United States or of any other country whose laws shall apply. Nothing in this Bill of Lading, expressed or implied, shall be deemed to waive or operate to deprive the Carrier of or lessen the benefits of any such rights, immunities, limitations, or exemptions. Carrier shall not be liable for any loss or damage arising from: (a) an act or omission of Merchant or person other than Carrier acting on behalf of Merchant from whom Carrier took the goods in charge, (b) compliance with the instructions of any person authorized to give them, (c) handling, loading, stowage or unloading of the goods by or on behalf of Merchant, (d) inherent vice of the goods, (e) lack of, insufficiency of, or defective condition of packing in the case of goods, which by their nature, are liable to wastage or damage when not packed or when not properly packed, (f) insufficiency or inadequacy of marks or numbers on the goods, coverings or unit loads, (g) fire, unless caused by actual fault or privity of Carrier, (h) any cause or event which Carrier could not avoid and the consequences of which he could not prevent by the exercise of due diligence.

5. THE AMOUNT OF COMPENSATION: When the Carrier is liable for compensation in respect of loss of or damage to the goods, such compensation shall be calculated by reference to the invoice value of the goods plus freight and insurance if paid. (b) In no event shall the Carrier be or became liable for any loss of or damage to or in connection with the goods in an amount exceeding the limit per package or unit (meaning the unit in which the cargo is shipped; container stuffed by the Merchant to be considered as a unit) provided for by the United States Carriage of Goods by Sea Act, Section 4 (5) or by any similar act in force according to the provisions of clause 4 unless the nature and value of such goods have been declared by the Merchant before shipment, agreed to in writing by the Carrier, inserted in the Bill of Lading and additional freight paid on “ad valorem” basis. Whenever the value of the goods is less than such an amount this value in the calculation and the adjustment of claims for which the Carrier may be liable shall be the purpose of avoiding uncertainties and difficulties in fixing values be deemed to be the invoice value plus freight and insurance, if paid, irrespective of whether any other value is greater or less.

6. GENERAL: (a) The Carrier does not undertake that the goods shall arrive at the port of discharge or the place of delivery at any particular time or to meet any particular market or use and save as is provided in clause 4 the Carrier shall in no circumstances be liable for any direct, indirect, or consequential loss or damage caused by delay. If the Carrier should nevertheless be held legally liable for any such direct or indirect or consequential loss or damage caused by the delay, such liability shall in no event exceed the freight paid for the transport covered by this Bill of Lading. (b) Except as is otherwise provided herein, the Carrier shall in no circumstances be liable for direct or indirect or consequential loss or damage arising from any other cause. (c) The terms of this Bill of Lading shall govern the responsibility of the Carrier in connection with or arising out of the supplying of a container to the Merchant whether before or after the goods are received by the Carrier for transportation or delivered to the Merchant.

7. DELIVERY, NOTICE OF LOSS, AND TIME BAR: Carrier shall have the right to deliver the goods at any time at any place designated by Carrier within the commercial or geographic limits of the port of discharge or place of delivery shown in this Bill of Lading. Carrier’s responsibility shall cease when delivery has been made to Merchant, any person authorized by Merchant to receive the goods, or in any manner or to any other person in accordance with the custom and usage of the port of discharge. If goods should remain in Carrier’s custody after discharge from the ship and possession is not taken by Merchant, after notice, within the time allowed in Carrier’s applicable tariff, the goods may be considered to have been delivered to Merchant, and, at Carrier’s option, may be stored at Merchant’s expense. Unless notice of loss or damage and the general nature of such loss or damage be given in writing to the Carrier or his agents at the port of discharge or the place of delivery as the case may be before or at the time of removal of the goods into the custody of the Merchant, such removal shall be prima facie evidence of the delivery by the Carrier of the goods as described in this Bill of Lading. If the loss or damage is not apparent, then notice must be given within three days of the delivery. In any event, the Carrier shall be discharged from any liability unless suit is brought within one year after delivery or the goods or the date when the goods should have been delivered. The time bar for any overcharge claims shall be that set forth in Carrier’s applicable tariff or thirty-six (36) months, whichever is shorter and of legal effect under the laws of the country having jurisdiction over this contract.

8. LIEN: (a) The Carrier shall have a lien on the goods and any documents relating thereto for all sums payable to the Carrier under this contract and for general average contributions to whomsoever due and for the cost of recovering the same, and for that purpose shall have the right to sell the goods by Public Auction or private treaty without notice to the Merchant. If on sale of the goods the proceeds fail to cover the amount due and the cost incurred, the Carrier shall be entitled to recover the deficit from the Merchant. (b) If the goods are unclaimed during a reasonable time, or whenever in the Carrier’s opinion the goods will become deteriorated, decayed, or worthless, the Carrier may, at his discretion and subject to his lien and without any responsibility attaching to him, sell, abandon, or otherwise dispose of the goods at the sole risk and expense of the Merchant.

9. MATTERS AFFECTING PERFORMANCE: (a) If at any time the performance of the contract evidenced by this Bill of Lading is or is likely, in the opinion of Carrier, to be affected by any hindrance, risk, delay, difficulty or disadvantage of whatsoever kind, which cannot be avoided by Carrier’s exercise of reasonable endeavors, the Carrier (whether or not the transport has commenced) may without notice to the Merchant treat the performance of this contract as terminated and place the goods or any part of them at the Merchant’s disposal at any port or place whatsoever which the Carrier or Master may consider safe and advisable in the circumstances, whereupon the responsibility of the Carrier in respect of such goods shall cease. The Carrier shall nevertheless be entitled to full freight and charges for any goods received for transportation, and the Merchant shall pay any additional costs resulting from the circumstances described in this sub-clause (a). (b) The circumstances referred to in sub-clause (a) above shall include, but shall not be limited to, those caused by the existence or apprehension of war declared or undeclared, hostilities, warlike or belligerent acts or operations, riots, civil commotions or other disturbances, closure of, obstacles in or danger to any canal; blockade of port or place or interdict or prohibition of or restriction on commerce or trading; quarantine, sanitary or other similar regulations or restrictions; strikes, lockouts or other labor troubles whether partial or general and whether or not involving employees of the Carrier or his sub-contractors; congestion of port, wharf, sea terminal or any other place; shortage, absence or obstacles of labor or facilities for loading, discharge, delivery or other handling of the goods; epidemics or diseases; bad weather, shallow water, ice, landslide or other obstacle in navigation or haulage.

10. VARIATION OF THE CONTRACT ETC.: No servant or agent of the Carrier shall have power to waive or vary any terms of this Bill of Lading unless such waiver or variation is in writing and in specifically authorized or ratified in writing by the Carrier.

11. GOODS: Merchant warrants to Carrier that all particulars of the goods, including, without limitation, the marks, number, quantity, and weight, furnished by Merchant are correct and Merchant shall indemnify, defend, and hold harmless Carrier against all losses arising from any inaccuracy. Merchant may not tender goods of a dangerous nature without written application to Carrier and Carrier’s acceptance of the same. In the application, Merchant must identify the nature of the goods with reasonable specificity as well as the names and addresses of the shippers and consignees. Merchant shall distinctly and permanently mark the nature of the goods on the outside of the package and container and shall submit to Carrier or to the appropriate authorities all necessary documents required by law or by Carrier for the transportation of such goods. If the goods subsequently, in the judgment of Carrier, become a danger to Carrier, the Ship, or other cargo, Carrier may dispose of the goods without compensation to Merchant and Merchant shall indemnify and hold harmless Carrier for any loss or expenses arising from such action. Goods of a perishable nature shall be carried in ordinary Containers without special protection, services or other measures unless there is noted on the reverse side of this Bill of Lading that the goods will be carried in a refrigerated, heated, electrically ventilated or otherwise specially equipped Container or are to receive special attention in any way. The Merchant undertakes not to tender for transportation any goods which require refrigeration without given written notice of their nature and the required temperature setting of the thermostatic controls before receipt of the goods by the Carrier in case of refrigerated Container(s) packed by or on behalf of the Merchant. The Merchant undertakes that the goods have been properly stowed in the Container and that the thermostatic controls have been properly stowed in the Container and that the thermostatic controls have been adequately set by him before receipt of the goods by the Carrier and, if necessary, that the goods have been pre-chilled before the loading into the Container. The Merchant’s attention is drawn to the fact that refrigerated Containers are not designed to freeze down goods which has not been presented for stuffing at or below its designated carrying temperature and the Carrier shall not be responsible for the consequences of cargo presented at a higher temperature than that required for the transportation. 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. The term “apparent good order and condition” when used in this Bill of Lading with reference to goods which require refrigeration does not mean that the goods, when received were verified by the Carrier as being at the designated carrying temperature.

12. CONTAINERS: If goods are not received by Carrier already in containers, Carrier may pack them in any type of container. Merchant shall be liable to Carrier for damage to Carrier’s containers or equipment if such damage occurs while such equipment is in control of Merchant or his agents. Merchant indemnifies and holds harmless Carrier for any damage or injury to persons or property caused by Carrier’s containers during handling by or when in possession or control of Merchant. Merchant undertakes to return such containers to Carrier within the time provided for in Carrier’s applicable tariff; otherwise, Merchant shall pay Carrier for the demurrage or detention charges applicable to the containers. If Carrier receives the goods already packed into containers: (a) This Bill of Lading is prima facie evidence of the receipt of the particular number of containers set forth, and that number only; (b) Carrier accepts no responsibility with respect to the order and condition of the contents of the containers; (c) Merchant warrants that the stowage and seals of the containers are safe and proper and suitable for handling and carriage; and (d) Carrier has the right to open and inspect the containers at any time without notice to Merchant, and expenses resulting from same shall be borne by Merchant.