TERMS & CONDITIONS

COMBINED TRANSPORT BILL OF LADING
Notwithstanding the heading “Combined Transport Bill of Lading,” the provisions set out
and referred to in this document shall also apply if the transport as described on the face of the
Bill of Lading is performed by one mode of transport only. These provisions constitute a contract
between Merchant and Carrier.
(1) CLAUSE PARAMOUNT:
All carriage under this Bill of Lading to or from the United States shall have effect subject
to the provisions of the Carriage of Goods by Sea Act of the United States, 46 U.S.C. sections
1300-1315 (hereafter, “COGSA”). All carriage to and from other States shall be governed by the
law of any state making the Hague Rules or Hague-Visby Rules compulsorily applicable to this
Bill of Lading or if there be no such law, in accordance with the Hague Rules. The provisions of
applicable law as set forth above shall apply to carriage of goods by inland waterways and
reference to carriage by sea in such Rules or legislation shall be deemed to include reference to
inland waterways. Except as may be otherwise specifically provided herein, said law shall
govern before the goods are loaded on and after they are discharged from the vessel whether
the goods are carried on deck or under deck and throughout the entire time the goods are in the
custody of the carrier.
(2) DEFINITIONS:
2.1 “Ship” means the vessel named in this Bill of Lading, or any conveyance owned,
chartered, towed or operated by Carrier or used by Carrier for the performance of this contract.
2.2 “Carrier” means CHALLENGER OCEAN LINES, on whose behalf this Bill of Lading
has been signed.
2.3 “Merchant” includes the Shipper, the Receiver, the Consignor, the Consignee, the
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.
2.4 “Package” is the largest individual unit of partially or completely covered or contained
cargo made up by or for the Shipper which is delivered and entrusted to Carrier, including
palletized units and each container stuffed and sealed by the Shipper or on its behalf, although
the Shipper may have furnished a description of the contents of such sealed container on this
bill of lading.
2.5 “Container” includes any container, trailer, transportable tank, lift van, flat, pallet, or
any similar article of transport used to consolidate goods.
2.6 “Carrier’s container or carrier’s equipment” includes containers or equipment owned,
leased or used by Carrier in the transportation of Merchant’s goods.
2.7 “Goods” mean the cargo described on the face of this Bill of Lading and, if the cargo is
packed into container(s) supplied or furnished by or on behalf of the Merchant, include the
container(s) as well.
(3) SUBCONTRACTING:
Carrier shall be entitled to subcontract directly or indirectly on any terms the whole or any
part of the handling, storage, or carriage of the goods and all duties undertaken by Carrier in
relation to the goods. Every servant, agent, subcontractor (including sub-subcontractors), or
other person whose services have been used to perform this contract shall be entitled to the
rights, exemptions from, or limitations of, liability, defenses and immunities set forth herein. For
these purposes, Carrier shall be deemed to be acting as agent or trustee for such servants,
agents, subcontractors, or other persons who shall be deemed to be parties to this contract.
(4) ROUTE OF TRANSPORT:
Carrier is entitled to perform the transport in any reasonable manner and by any
reasonable means, methods and routes. The Ship shall have the liberty, either with or without
the goods on board, to at any time, adjust navigational instruments, make trial trips, dry dock, go
to repair yards, shift berths, take in fuel or stores, embark or disembark any persons, carry
contraband and hazardous goods, sail with or without pilots and save or attempt to save life or
property. Delays resulting from such activities shall not be deemed a deviation.
(5) HINDRANCES AFFECTING PERFORMANCE:
5.1 Carrier shall use reasonable endeavors to complete transport and to deliver the goods
at the place designated for delivery.
5.2 If at any time the performance of this contract as evidenced by this Bill of Lading in the
opinion of Carrier is or will be affected by any hindrance, risk, delay, injury, difficulty or
disadvantage of any kind, including strike, and if by virtue of the above it has rendered or is
likely to render it in any way unsafe, impracticable, unlawful, or against the interest of Carrier to
complete the performance of the contract, Carrier, whether or not the transport is commenced,
may without notice to Merchant elect to: (a) treat the performance of this contract as terminated
and place the goods at Merchant’s disposal at any place Carrier shall deem safe and
convenient, or (b) deliver the goods at the place of delivery.
In any event, Carrier shall be entitled to, and Merchant shall pay, full freight for any goods
received for transportation and additional compensation for extra costs and expenses resulting
from the circumstances referred to above.
5.3 If, after storage, discharge, or any actions according to sub-part 5.2 above Carrier
makes arrangements to store and/or forward the goods, it is agreed that he shall do so only as
agent for and at the sole risk and expense of Merchant without any liability whatsoever in
respect of such agency.
5.4 Carrier, in addition to all other liberties provided for in this Article, shall have liberty to
comply with orders, directions, regulations or suggestions as to navigation or the carriage or
handling of the goods or the ship howsoever given, by any actual or purported government or
public authority, or by any committee or person having under the terms of any insurance on the
Ship, the right to give such order, direction, regulation, or suggestion. If by reason of and/or in
compliance with any such order, direction, regulation, or suggestions, anything is done or is not
done the same shall be deemed to be included within the contract of carriage and shall not be a
deviation.
(6) BASIC LIABILITY:
6.1 Carrier shall be liable for loss of or damage to the goods occurring between the time
when it takes goods into its custody and the time of delivery but shall not be liable for any
consequential or special damages arising from such loss or damage.
6.2 If it is established that the loss of or damage to the goods occurred during sea carriage
or during carriage by land in the United States, liability shall be governed by the legal rules
applicable as provided in Section 1 of this Bill of Lading.
6.3 Notwithstanding Section 1 of this Bill of Lading, if the loss or damage occurred outside
of the United States not during sea carriage and it can be proved where the loss or damage
occurred, the liability of Carrier in respect of such loss or damage shall be determined by the
provisions contained in any international convention or national law, which provisions:
cannot be departed from by private contract to the detriment of Merchant, and
would have applied if Merchant had made a separate and direct contract with Carrier in respect
of the particular stage of transport where the loss or damage occurred and received as evidence
thereof any particular document which must be issued in order to make such international
convention or national law applicable.
6.4 If it cannot be determined when the loss of or damage to the goods occurred, liability
shall be governed as provided in Section 6.2 above.
6.5 Carrier does not undertake that the goods shall be delivered at any particular time or
for any particular market and shall not be liable for any direct or indirect losses caused by any
delay.
6.6 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 or concealed damage to or shortage of goods packed
by Merchant,
(e) lack or 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.
6.7 When Carrier pays claims to Merchant, Carrier shall automatically be subrogated to all
rights of Merchant against all others, including Inland Carriers, on account of the losses or
damages for which such claims are paid.
6.8 The defenses and limits of liability provided for in this Bill of Lading shall apply in any action
or claim against Carrier relating to the goods, or the receipt, transportation, storage or delivery
thereof, whether the action be founded in contract, tort or otherwise.
(7) COMPENSATION FOR LOSS AND DAMAGE:
7.1 Unless otherwise mandated by compulsorily applicable law, Carrier’s liability for
compensation for loss of or damage to goods shall in no case exceed the amount of US$500
per package or per customary freight unit, unless Merchant, with the consent of Carrier, has
declared a higher value for the goods in the space provided on the front of this Bill of Lading and
paid extra freight per Carrier’s tariff, in which case such higher value shall be the limit of
Carrier’s liability. Any partial loss or damage shall be adjusted pro rata on the basis of such
declared value. Where a container is stuffed by Shipper or on its behalf, and the container is
sealed when received by Carrier for shipment, Carrier’s liability will be limited to US$500 with
respect to the contents of each such container, except when the Shipper declares the value on
the face hereof and pays additional charges on such declared value as stated in Carrier’s tariff.
The freight charged on sealed containers when no higher valuation is declared by the Shipper is
based on a value of US$500 per container. However, Carrier shall not, in any case, be liable for
an amount greater than the actual loss to the person entitled to make the claim. Carrier shall
have the option of replacing lost goods or repairing damaged goods.
7.2 In any case where Carrier’s liability for compensation may exceed the amounts set
forth in Section 7.1 above, compensation shall be calculated by reference to the value of the
goods, according to their current market price, at the time and place they are delivered, or
should have been delivered, in accordance with this contract.
7.3 If the value of the goods is less than US$500 per package or per customary freight
unit, their value for compensation purposes shall be deemed to be the invoice value, plus freight
and insurance, if paid.
7.4 Carrier shall not be liable to any extent for any loss of or damage to or in connection
with precious metals, stones, or chemicals, jewelry, currency, negotiable instruments, securities,
writings, documents, works of art, curios, heirlooms, or any other valuable goods, including
goods having particular value only for Merchant, unless the true nature and value of the goods
have been declared in writing by Merchant before receipt of the goods by the Carrier or Inland
Carrier, the same is inserted on the face of this Bill of Lading and additional freight has been
paid as required.
7.5 Carrier will not arrange for insurance on the goods except upon express instructions
from the Consignor and then only at Consignor’s expense and presentation of a declaration of
value for insurance purposes prior to shipment.
(8) DESCRIPTION OF GOODS AND INFORMATION FOR U.S. CUSTOMS: Carrier is responsible for transmitting information to U.S. Customs and Border Protection
prior to lading of the Goods including, without limitation, precise commodity descriptions,
numbers and quantities of the lowest external packaging unit, the shipper’s complete name and
address, the consignee’s or the owner’s or owner’s representative’s complete name and
address, hazardous materials codes, and container seal numbers. For this, and other purposes,
Carrier relies on information provided by Merchant in a timely fashion. Merchant warrants to
Carrier that all particulars of the goods, including, without limitation, the precise descriptions,
marks, number, quantity, weight, seal numbers, identities of shipper and consignee and
hazardous materials codes furnished by Merchant are correct and Merchant shall indemnify
Carrier against all claims, penalties, losses or damages arising from any inaccuracy.
(9) CARRIER’S CONTAINERS:
If goods are not received by Carrier already in containers, Carrier may pack them in any
type 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 Carrier for any damage or injury to persons or property caused by
Carrier’s containers or equipment during handling by or when in possession or control of
Merchant.
(10) CONTAINER PACKED BY MERCHANT:
If Carrier receives the goods already packed into containers:
10.1. This Bill of Lading is prima facie evidence of the receipt of the particular number of
containers set forth, and that number only. Carrier accepts no responsibility with respect to the
order and condition of the contents of the containers;
10.2. Merchant warrants that the stowage and seals of the containers are safe and proper
and suitable for handling and carriage and indemnifies Carrier for any injury, loss or damage
caused by breach of this warranty;
10.3. Delivery shall be deemed as full and complete performance when the containers are
delivered by Carrier with the seals intact; and
10.4. Carrier has the right but not the obligation to open and inspect the containers at any
time without notice to Merchant, and expenses resulting from such inspections shall be borne by
Merchant; and
10.5. Merchant shall inspect containers before stuffing them and the use of the containers
shall be prima facie evidence of their being sound and suitable for use.
(11) DANGEROUS GOODS:
11.1 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.
11.2 Merchant shall distinctly and permanently mark the nature of the goods on the outside
of the package and container in a form and manner as required by law 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.
11.3 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 Carrier for any loss or expenses arising from such action.
(12) DECK CARGO:
Carrier has the right to carry the goods in any container under deck or on deck. Carrier is
not required to note “on deck stowage” on the face of this Bill of Lading and goods so carried
shall constitute under deck stowage for all purposes including General Average. Except as
otherwise provided by any law applicable to this contract, if this Bill of Lading states that the
cargo is stowed on deck, then Carrier shall not be liable for any non-delivery, misdelivery, delay
or loss to goods carried on deck, whether or not caused by Carrier’s negligence or the ship’s
unseaworthiness.
(13) HEAVY LIFT:
13.1 Single packages with a weight exceeding 2,240 pounds gross not presented to Carrier
in enclosed containers must be declared in writing by Merchant before receipt of the packages
by Carrier. The weight of such packages must be clearly and durably marked on the outside of
the package in letters and figures not less than two inches high.
13.2 If Merchant fails to comply with the above provisions, Carrier shall not be liable for any
loss of or damage to the goods, persons or property, and Merchant shall be liable for any loss of
or damage to persons or property resulting from such failure and Merchant shall indemnify
Carrier against any loss or liability suffered or incurred by Carrier as a result of such failure.
13.3 Merchant agrees to comply with all laws or regulations concerning overweight
containers and Merchant shall indemnify Carrier against any loss or liability suffered or incurred
by Carrier as a result of Merchant’s failure to comply with such laws or regulations.
(14) DELIVERY:
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 or place of
delivery. 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 or abandoned at
Carrier’s option, and may be disposed of or stored at Merchant’s expense.
(15) NOTICE OF CLAIM:
Written notice of claims for loss of or damage to goods occurring or presumed to have
occurred while in the custody of Carrier must be given to Carrier at the port of discharge before
or at the time of removal of the goods by one entitled to delivery. If such notice is not provided,
removal shall be prima facie evidence of delivery by Carrier. If such loss or damage is not
apparent, Carrier must be given written notice within 3 days of the delivery.
(16) FREIGHT AND CHARGES:
16.1 Freight may be calculated on the basis of the particulars of the goods furnished by
Merchant, who shall be deemed to have guaranteed to Carrier the accuracy of the contents,
weight, measure, or value as furnished by him at the time of receipt of the goods by the Carrier
or Inland Carrier, but Carrier for the purpose of ascertaining the actual particulars may at any
time and at the risk and expense of Merchant open the container or package and examine
contents, weight, measure, and value of the goods. In case of incorrect declaration of the
contents, weight, measure and or value of the goods, Merchant shall be liable for and bound to
pay to Carrier: (a) the balance of freight between the freight charged and that which would have
been due had the correct details been given, plus (b) expenses incurred in determining the
correct details, plus (c) as liquidated and ascertained damages, an additional sum equal to the
correct freight. Quotations as to fees, rates of duty, freight charges, insurance premiums or
other charges given by Carrier to Merchant are for informational purposes only and are subject
to change without notice and shall not under any circumstances be binding upon Carrier unless
Carrier in writing specifically undertakes the handling of transportation of the shipment at a
specific rate and that rate is filed in Carrier’s tariff.
16.2 Freight shall be deemed earned on receipt of goods by Carrier, the goods lost or not
lost, whether the freight is intended to be prepaid or collected at destination. Payment shall be in
full and in cash without any offset, counterclaim, or deduction, in the currency named in this Bill
of Lading, or another currency at Carrier’s option. Interest at 1% per month shall run from the
date when freight and charges are due. Payment of freight charges to a freight forwarder, broker
or anyone other than directly to Carrier shall not be deemed payment to the Carrier. Merchant
shall remain liable for all charges hereunder notwithstanding any extension of credit to the
freight forwarder or broker by Carrier. Full freight shall be paid on damaged or unsound goods.
16.3 Merchant shall be liable for all dues, fees, 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. Merchant shall be liable for all
demurrage or detention charges imposed on the goods or their containers by third parties.
16.4 The Shipper, consignee, holder hereof, and owner of the goods, and their principals,
shall be jointly and severally liable to Carrier for the payment of all freight and charges, including
advances and shall, in any referral for collection or action for monies due to Carrier, upon
recovery by Carrier, pay the expenses of collection and litigation, including reasonable
attorneys’ fees. This provision shall apply regardless of whether the front of this bill of lading has
been marked “prepaid” or “freight prepaid” so long as freight and charges remain unpaid.
16.5 The Shipper, consignee, holder hereof, and owner of the goods, and their principals,
shall jointly and severally indemnify Carrier for all claims, fines, penalties, damages, costs and
other amounts which may be incurred or imposed upon Carrier by reason of any breach of any
of the provisions of this Bill of Lading or of any statutory or regulatory requirements.
(17) LIEN:
Carrier shall have a general lien on any and all property (and documents relating thereto)
of Merchant in its possession, custody or control or en route, for all claims for charges,
expenses or advances incurred by Carrier in connection with this shipment, or any previous
shipment, of Merchant, or both, and if such claim remains unsatisfied for 30 days after demand
for its payment is made, Carrier may sell at public auction or private sale, upon 10 days written
notice, registered mail to Merchant, the goods, wares and/or merchandise or so much as may
be necessary to satisfy such lien and the costs of recovery, and apply the net proceeds of such
sale to the payment of the amount due Carrier. Any surplus from such sale shall be transmitted
to Merchant, and Merchant shall be liable for any deficiency in the sale.
(18) TIME BAR:
Carrier shall be discharged from all liability for loss of or damage to goods unless suit is
brought within one (1) year after delivery of the goods or the date when the goods should have
been delivered. Suit shall not be deemed brought against Carrier until jurisdiction shall have
been obtained over Carrier by service of summons. The time bar for overcharge claims shall be
[insert time period] months.
(19) JURISDICTION:
The courts of NEW YORK shall have exclusive jurisdiction over any dispute arising from
the carriage evidenced by this Bill of Lading. Merchant and Carrier each hereby agree to the
personal jurisdiction of the forum having jurisdiction over their disputes under this clause. Except
as otherwise provided in this Bill of Lading, the laws of the State of
NEW YORK shall apply.
(20) GENERAL AVERAGE:
20.1 General Average shall be adjusted at New York, or any other port at Carrier’s option,
according to the York-Antwerp Rules of 1994. The General Average statement shall be
prepared by adjusters appointed by Carrier.
20.2 In the event of accident, damage, danger or disaster after commencement of the
voyage resulting from any cause whatsoever, whether due to negligence or not, for the
consequence of which Carrier is not responsible by statute, contract or otherwise, Merchant
shall contribute with Carrier in General Average to the payment of any sacrifice, loss or expense
of a General Average nature that may be made or incurred, and shall pay salvage or special
charges incurred in respect of the goods. If a salving vessel is owned or operated by Carrier,
salvage shall be paid for as fully as if the salving vessel or vessels belonged to strangers.
(21) BOTH-TO-BLAME COLLISION CLAUSE:
If the ship comes into collision with another vessel as a result of negligence of the other
vessel and any negligence or fault on the part of Carrier or its servants or subcontractors,
Merchant shall indemnify Carrier against all loss or liability to the other or non-carrying vessel or
her owners, insofar as such loss or liability represents loss of, or damage to, or any claim whatsoever of Merchant paid or payable by the other or non-carrying vessel or her owners to
Merchant and set-off, recouped or recovered by the other or non-carrying vessel or her owners
as part of their claim against the carrying ship or her owner. This provision shall apply as well
where the owners, operators or those in charge of any ship or ships or objects other than, or in
addition to, the colliding ships or objects are at fault with respect to a collision or contact.
(22) CARRIERS’ TARIFFS:
The goods carried under this Bill of Lading are also subject to all the terms and conditions
of tariff(s) published pursuant to the regulations of the United States Federal Maritime
Commission or any other regulatory agency which governs a particular portion of the carriage
and the terms are incorporated herein as part of the terms and conditions of this Bill of Lading.
Copies of Carriers’ tariffs may be obtained from Carrier or its agents or from Carriers’ web-site,
the address of which is set forth on the U.S. Federal Maritime Commission’s web-site at
www.fmc.gov. Carrier may enter into Negotiated Rate Arrangements with Merchant in lieu of
publishing the applicable rates and charges for services provided in its rate tariff.
(23) PERISHABLE CARGO:
23.1 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. Carrier shall not be
liable for any loss of or damage to goods in a special hold or container arising from latent
defects, breakdown, or stoppage of the refrigeration, ventilation or heating machinery,
insulation, ship’s plant, or other such apparatus of the vessel or container, provided that Carrier
shall before or at the beginning of the transport exercise due diligence to maintain the special
hold or container in an efficient state.
23.2 Merchant undertakes not to tender for transportation any goods that require
refrigeration without given written notice of their nature and the required temperature setting of
the thermostatic controls before receipt of the goods by Carrier. In case of refrigerated
containers packed by or on behalf of Merchant, Merchant warrants that the goods have been
properly stowed in the container and that the thermostatic controls have been adequately set
before receipt of the goods by Carrier.
23.3 Merchant’s attention is drawn to the fact that refrigerated containers are not designed
to freeze down cargo which has not been presented for stuffing at or below its designated
carrying temperature. Carrier shall not be responsible for the consequences of cargo tendered
at a higher temperature than that required for the transportation.
23.4 If the above requirements are not complied with, Carrier shall not be liable for any loss
of or damage to the goods whatsoever.
24). RUST.
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. 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.
25) SEVERABILITY:
The terms of this Bill of Lading shall be severable, and, if any part or term hereof shall be
held invalid, such holding shall not affect the validity or enforceability of any other part or term
hereof.

26) VARIATION OF THE CONTRACT:
No servant or agent of Carrier shall have power to waive or vary any of the terms hereof
unless such variation is in writing and is specifically authorized or ratified in writing by Carrier.