Pursuant to the undertakings specified in Article
3 hereof, this Bill of Lading shall be deemed to be
a negotiable through bill of lading governing transportation
of the Goods by road (in whole or in part) by a single
Performing Carrier or successively by separate Performing
Carriers, from the point of their pickup in the first
country in which the first Performing Carrier takes
physical possession of all or any part of the Goods
as shown in this Bill of Lading to the last point of
delivery in another country.
This Bill of Lading shall not govern transportation
of Goods, in whole or in part, through other modes.
A negotiable bill of lading shall be understood
as that which serves as title to the Goods and may be
made out to a named person or to the bearer. The original
may or may not be endorsable. It shall be issued as
an original plus numbered copies. Each of the copies
should be marked “non-negotiable copy.”
For purposes of this Bill of Lading, the following
words and phrases shall have the following meanings:
Contracting Carrier: The term “Contracting Carrier”
means the person who contracts to transport, either
directly, or indirectly by the use of Performing
the Goods, as evidenced by this Bill of Lading. The
“Contracting Carrier” may or may not also be a Performing
Performing Carrier: The term “Performing Carrier”
means any person who performs any part of the transport
of the Goods, including the “Contracting Carrier” if
Consignee: The person named in this Bill of Lading
to whom the Goods may be lawfully delivered.
The “Consignee” may or may not also be the Receiver.
Shipper: The person who enters into the contract
of carriage with the Contracting Carrier as evidenced
by this Bill of Lading. The “Shipper” may or may not
also be the Consignor, the Consignee, or the Receiver.
2.1.5 Goods: Any commodity or article that is transported,
including containers, pallets, or like dunnage supplied
by the shipper.
Person: The term “person” includes individuals,
corporations, partnerships, or other business entities
recognized by law in the country in which they are organized.
Receiver: The person(s), if other than the Consignee,
named in this Bill of Lading to whom the Performing
Carrier is instructed to make physical delivery of the
Consignor: The person(s) named in this Bill of
Lading to provide or make available to the Contracting
Carrier the Goods for transport.
Writing: Includes, but is not limited to, a written
document, a telegram, telex, telephonic facsimile (fax),
electronic data interchange, or a document created or
transferred by electronic means.
Contracting Carrier agrees to transport the Goods
by road, with due care, in accordance with Articles
5, 6 and 7, from the designated point of pickup to the
designated place(s) of delivery using other Performing
Carriers and/or modes of transport as necessary for
interline and/or interchange purposes.
Shipper agrees to pay Contracting Carrier in
accordance with Article 4 of this Bill of Lading.
Any Contracting Carrier, Performing Carrier,
Shipper, Consignor, Consignee, or Receiver shall be
liable for the acts or omissions of their respective
agents, representatives, or any other person of whose
services they make use for the performance of their
obligations or the exercise of their rights under this
Bill of Lading.
or Freight Charge
Shipper or Consignee shall be liable for the
payment of the freight and all other lawful charges,
except that collect shipments may move without recourse
to Shipper when Shipper so stipulates, by signature
or endorsement in the space provided for that purpose
on the face of this Bill of Lading. Nevertheless, Shipper
shall remain liable for transportation charges where
there has been an erroneous determination of the freight
charges assessed, based upon incomplete or incorrect
information provided by Shipper.
Nothing herein shall limit the right of Contracting
Carrier either to extend credit or to require the prepayment
or guarantee of the charges at the time of shipment
or prior to delivery. If the description of Goods shipped
or other information on this Bill of Lading is found
to be incorrect or incomplete, the freight charges must
be paid based upon the Goods actually shipped.
Contracting Carrier shall be liable for the actual
loss of or damage to the Goods and for delay in delivering
or failure to deliver the Goods occurring while the
Goods are in the Contracting Carrier’s charge, as defined
in Article 8 of this Bill of Lading, unless, subject
to Article 5.2, the Contracting Carrier proves that
the loss, damage, delay, or failure is due to any of
the following causes:
Force majeure, act of God, or public enemy, as recognized
and interpreted under applicable law;
Inherent vice or defect of the Goods, including
natural shrinkage of the Goods;
Act or omission of the Shipper, the Consignor,
the Consignee, or the Receiver;
Force of law or act of government; or
Contracting Carrier compliance with respect to
instructions that have been expressly entered on this
Bill of Lading by the Shipper, Consignor, Consignee,
Receiver or on their behalf;
Faulty or impassable highway, or from lack of
capacity of a highway, bridge, or ferry.
Nor shall Contracting Carrier be liable for riots
Contracting Carrier may avail himself of the
causes of exoneration listed in Article 5.1 only if
his negligence did not contribute to the loss of, or
damage to, or delay in the delivery of, the Goods.
All rights and obligations of the Contracting
Carrier under this through bill of lading shall also
apply to the Performing Carrier against whom a claim
is made. Similarly,
whenever a provision of this through bill of lading
obligates or entitles the Shipper, Consignor, Consignee,
or Receiver to submit a written document, make a claim,
or take any similar action against the Contracting Carrier,
it may be validly taken against or addressed to the
Performing Carrier and shall have identical effects
against the Performing Carrier.
In the event of joint carriage, the Contracting
Carrier and the delivering Performing Carrier shall
be jointly and severally liable to all persons entitled
to recover under this Bill of Lading regardless of the
place in which the loss of or damage to the Goods or
the delay in delivering or failure to deliver the Goods
occurs or is caused.
The Contracting Carrier and/or the delivering
Performing Carrier is/are entitled to recover from any
other Performing Carrier that was in physical possession
of the Goods at the time of their loss, damage, delay,
or non-delivery for the amount required to be paid for
the loss, damage, delay, or non-delivery, as evidenced
by a receipt, judgment, or decision, and the amount
of its expenses reasonably incurred in defending the
Delay in delivery occurs when the Goods have
not been delivered within the time expressly agreed
upon in writing. In the absence of such written agreement,
Contracting Carrier is responsible to deliver the Goods
with reasonable dispatch, according to circumstances
in each case.
Subject to the provisions of Articles 8 and 15
hereof, if the Goods have not been delivered within
thirty (30) calendar days following the date of delivery
expressly agreed upon in writing, the Goods may be treated
as lost. In
the absence of such an expressly agreed upon delivery
date, if the Goods have not been delivered within sixty
(60) calendar days following the date on which the first
Performing Carrier took physical possession of the Goods,
the claimant may treat the Goods as lost.
on Contracting Carrier Liability
In no case shall the liability of the Contracting
Carrier for any loss or damage to the Goods exceed the
actual value of the Goods, at the time and place determined
by the applicable law, plus the freight and other costs
The Shipper and the Contracting Carrier may agree
in writing to increase the limitation of liability of
the Contracting Carrier.
Nevertheless, if the Bill of Lading lists a declared
value for the Goods, the carrier’s liability may not
exceed that amount, even if lower.
The Carrier may have other limitations on liability
whenever the applicable law so authorizes.
of Limitation of Liability
The Contracting or Performing Carrier shall lose
the right to limitation of liability if it has caused
the damage, loss, or delay by committing fraud or through
The responsibility of the Contracting Carrier
for the loss, damage, delay in delivering or failure
to deliver the Goods under this Bill of Lading covers
the period from the time the Contracting Carrier takes
charge of the Goods to the time of delivery.
For the purposes of this Article, the Contracting
Carrier is deemed to be in charge of the Goods:
8.2.1 From the time the Contracting Carrier or Performing
Carrier has taken physical possession of the Goods from:
The Consignor; or
An authority or third party from whom, pursuant
to law or regulations applicable at the place of taking
in charge, the Contracting Carrier, or a Performing
Carrier if other than the Contracting Carrier, must
take possession of the Goods for transport;
Until the time the Contracting Carrier, or a
Performing Carrier if other than the Contracting Carrier,
has delivered the Goods:
By handing over physical possession of the Goods
to the Consignee or Receiver;
In cases where the Consignee or Receiver does
not receive the Goods from the Contracting Carrier,
or from a Performing Carrier if other than the Contracting
Carrier, by placing them at the disposal of the Consignee
or Receiver in accordance with this Bill of Lading or
with the law or with the usage of the particular trade
applicable at the place of delivery; or
By handing over physical possession of the Goods
to an authority or other third party to whom, pursuant
to law or regulations applicable at the place of delivery,
the Goods must be handed over.
of Loss or Damage to Goods
The parties shall be entitled to verify and make
a record of the condition of the Goods at the time of
If loss of or damage to the Goods is apparent
at the time of delivery, unless notice of loss or damage,
specifying the general nature of such loss or damage,
is given in writing to the Contracting Carrier not later
than the next working day (as determined in the country
of the delivery of the Goods) after the day when the
Goods were delivered, such delivery is prima facie evidence
of the delivery by the Contracting Carrier of the Goods
as described in this Bill of Lading.
If loss or damage to the Goods is not apparent
at the time of delivery, the corresponding provisions
of section 9.2 of this Article apply, unless the written
notice is given on or before the first working day (as
determined in the country of the delivery of the Goods)
following a period of fifteen (15) calendar days after
the day when the Goods were delivered to the Consignee.
Unless the Contracting Carrier is given written
notice of the delay in delivery of the Goods (as defined
in section 5.5 of this Bill of Lading) not later than
the next working day (as determined in the country of
the delivery of the Goods) following the day on which
delivery should have been made, it shall be rebuttably
presumed that timely delivery was made.
Limitations for Filing Claims and/or Suits for Loss,
Damage, or Delay in Delivery or Failure to Deliver the
Any action under this Bill of Lading shall be
time-barred if the final statement of the claim, stating
the nature and main particulars of the claim, has not
been given to the Contracting Carrier in writing within
nine (9) months after the date when the Goods were delivered
or within such shorter period as may be prescribed by
applicable law. The limitation period commences on the
day after the day on which the Performing Carrier has
delivered the Goods or part thereof or, where the Goods
have not been delivered, the date of delivery as expressly
agreed upon and, in the absence of an expressly agreed
upon delivery date, the date on which the first Performing
Carrier took physical possession of the Goods.
Any action under this Bill of Lading must be
instituted within a period of two (2) years from the
date the Contracting Carrier gives the claimant written
notice that the Contracting Carrier has disallowed all
or any part of the claim specified in the notice, or
within such longer period as may be prescribed by applicable
law. If the parties pursue alternative dispute settlement
under Article 11, they may also agree to toll this time
period, but must expressly do so in writing.
and Settlement of Disputes
Actions based on this Bill of Lading may be instituted,
at the option of the plaintiff, before the courts of
In which the defendant has its domicile or habitual
place of residence or principal place of business, or
in which the branch, agency, or affiliate through which
this Bill of Lading was issued is located;
In which the Contracting Carrier took charge
of the Goods, as defined in Article 8;
In which the place designated for delivery of
the Goods is located; or
In which the loss, damage, delay in delivery,
or failure to deliver occurred.
The parties may agree to submit to alternative
dispute settlement any differences that may arise or
have arisen between them.
The alternative dispute settlement proceeding
may be ad hoc
If, through no fault of the Contracting Carrier,
the Goods cannot be delivered, the Contracting Carrier
shall use its best efforts to immediately notify the
Shipper or Consignor and the Consignee or Receiver,
as named on this Bill of Lading, that delivery cannot
be made and request instructions. Notification may be
made by telephone, but must be confirmed in writing.
Until the Contracting Carrier receives instructions
from the Shipper, Consignor, Consignee, or Receiver,
the Contracting Carrier may store the Goods in a commercially
reasonable manner in a facility of the Contracting Carrier,
subject to a reasonable charge for storage made known
to the Shipper or Consignor or to a party otherwise
responsible for the freight charges. If the Contracting
Carrier has notified the Shipper or Consignor and the
Consignee or Receiver of this intention, the Goods may
be removed and stored in a commercially reasonable manner
in an appropriate facility, subject to a reasonable
charge, at the expense of the Shipper or Consignor or
a party otherwise responsible for the freight charges.
If the Contracting Carrier has given notice pursuant
to paragraph 12.1 of this Article and has received no
instructions within fifteen (15) working days from the
date of such notice or such other period required by
law, the Contracting Carrier may:
12.2.1 Return to the Shipper or Consignor, at the latter’s expense,
all undelivered shipments for which such notice has
been given; or
12.2.2 Sell the Goods as provided by applicable local law, apply
the proceeds to the freight and storage charges and
other related expenses, and remit any balance to the
Shipper or Consignor.
If the Consignee or Receiver refuses to accept
delivery of the Goods, the Contracting Carrier may require
that the Goods be stored in a commercially reasonable
manner until the rights of the parties can be determined.
Unless otherwise agreed, the Consignee or the
Receiver shall retain the damaged Goods and shipping
containers until the final determination of the claim.
The said retention shall not, however, constitute
acceptance of the Goods or waiver of the right to make
a claim for loss, damage, or delay.
Unless otherwise agreed by the parties, once
a claim has been determined and paid, the Contracting
Carrier shall have the right to take possession of the
damaged Goods as salvage.
The Contracting Carrier shall take possession
of the salvage within thirty (30) days from the date
Contracting Carrier was requested in writing to remove
the salvage from the Consignee’s or Receiver’s premises.
Neither the Contracting Carrier nor any Performing
Carrier shall divert or reconsign the Goods except upon
written amendment of this Bill of Lading by the Shipper
or Consignor, with the consent of the Contracting Carrier,
which shall not be unreasonably withheld. Any expenses
incurred as a result of diversion or reconsignment shall
be borne by the Shipper or Consignor.
The right of the Shipper or Consignor to dispose
of the Goods in transit shall cease as soon as the right
of the Consignee to the Goods begins, that is to say,
from the moment when the Shipper or Consignor negotiates
the Bill of Lading or transfers title to the rights
arising out of it.
Nevertheless, if the Consignee rejects the Bill
of Lading or the Goods, or if the Consignee cannot be
located, the Shipper or Consignor shall recover his
right to dispose of the Goods.
If the the
Contracting Carrier or the Performing Carrier, as the
case may be, obeys instructions from the Shipper
to dispose of the Goods without demanding presentation
of the original Bill of Lading, it shall be liable.
If the Goods are stopped in transit at the request
of the party entitled to so request, the Goods shall
be held, in a commercially reasonable manner, at the
risk of that party.
In the event that any phrase, clause, sentence,
or other provision contained in this Bill of Lading
violates any applicable statute, ordinance, or rule
of law, the same shall be ineffective to the extent
of such violation, without invalidating any other provision
of this Bill of Lading.
All questions relating to the validity, execution,
fulfillment, or interpretation of, or liability, arising
from this Bill of Lading shall be governed (except for
the conflict-of-law rules) by the law of the country
of final destination of the freight, where the Goods
were, or should have been, delivered as agreed. This
Article may be unenforceable in some countries.
The parties agree that any signature on or by
this Bill of Lading may appear handwritten, printed
on facsimile, perforated, stamped in symbols, or registered
in any other mechanical or electronic means authorized
by the applicable law.
The parties agree to be bound by the same as
if they had physically handwritten their signatures.
The Contracting Carrier’s signature hereon constitutes
issuance of this Bill of Lading.
This Bill of Lading is written in the English,
French, Portuguese, and Spanish languages, all of which
versions shall be equally authentic. In case of doubt as to its translation, the competent court
should consult the official original versions adopted
on February 8, 2002, by the Sixth Inter-American Specialized
Conference on Private International Law (CIDIP-VI),
held at the Headquarters of the Organization of American
States in Washington, D.C.