Bill of Lading Form Template Word

OCEAN / MULTIMODAL COMBINED TRANSPORT BILL OF LADING AND MASTER CARRIAGE AGREEMENT

DOCUMENT CONTROL DATA

• Document Identifier: BL-MM-2024-REV7
• Effective Date: [Effective Date]
• Version: 4.2-ENTERPRISE
• Governing Maritime Regime: Carriage of Goods by Sea Act (46 U.S.C. § 30701 note) / Hague-Visby Rules / York-Antwerp Rules 2016
• Jurisdiction: United States Federal Maritime Law and the State of [Governing State, e.g., New York], or designated forum herein

---

STATUTORY & LEGAL COMPLIANCE NOTICE

IMPORTANT NOTICE TO ALL PARTIES: THIS DOCUMENT CONSTITUTES A BINDING, INSTITUTIONAL CONTRACT OF CARRIAGE, A RECEIPT FOR CARGO, AND A DOCUMENT OF TITLE (IF ISSUED IN NEGOTIABLE "TO ORDER" FORM). THE RIGHTS, LIABILITIES, DEFENSES, AND LIMITATIONS APPLICABLE TO THE PARTIES TO THIS INSTRUMENT ARE STATUTORILY REGULATED UNDER THE UNITED STATES CARRIAGE OF GOODS BY SEA ACT OF 1936 ("COGSA", 46 U.S.C. § 30701 NOTE), THE FEDERAL BILLS OF LADING ACT (THE "POMERENE ACT", 49 U.S.C. § 80101 ET SEQ.), AND/OR THE INTERNATIONAL CONVENTION FOR THE UNIFICATION OF CERTAIN RULES OF LAW RELATING TO BILLS OF LADING SIGNED AT BRUSSELS ON AUGUST 25, 1924 (THE "HAGUE RULES"), AS AMENDED BY THE PROTOCOL SIGNED AT BRUSSELS ON FEBRUARY 23, 1968 (THE "HAGUE-VISBY RULES").

UNLESS EXPRESSLY DECLARED HEREIN BY THE SHIPPER AND AN AD VALOREM FREIGHT RATE PAID PURSUANT TO CLAUSE 3 OF THIS INSTRUMENT, THE CARRIER’S LEGAL LIABILITY FOR ANY LOSS, DAMAGE, OR DELAY TO CARGO IS STATUTORILY LIMITED TO FIVE HUNDRED UNITED STATES DOLLARS ($500.00 USD) PER STATUTORY PACKAGE, OR PER CUSTOMARY FREIGHT UNIT (OR LOCAL STATUTORY LIMITATION EQUIVALENT). CONSIGNORS, CONSIGNEES, ENDORSEES, AND HOLDERS OF THIS INSTRUMENT ARE BOUND BY ALL TERMS AND CONDITIONS SET FORTH ON THE FACE AND REVERSE HEREOF.

---

PARTIES & RECITALS

This Combined Transport Bill of Lading and Master Carriage Agreement ("Bill of Lading" or "Agreement") is entered into, certified, and executed as of [Effective Date], by and between the following parties (collectively, the "Parties," and each individually, a "Party"):

• THE CARRIER: [Carrier Legal Name], a maritime transport corporation organized and existing under the laws of [Jurisdiction of Formation], having its principal place of business at [Carrier Principal Address] (hereinafter referred to as the "Carrier").
• THE SHIPPER / CONSIGNOR: [Shipper Full Legal Name], an entity organized under the laws of [Shipper Jurisdiction], having its principal place of business at [Shipper Principal Address] (hereinafter referred to as the "Shipper").
• THE CONSIGNEE: [Consignee Full Legal Name] (or, if issued "TO ORDER," to the order of [Order Entity Full Legal Name]), having its principal operational address at [Consignee Principal Address] (hereinafter referred to as the "Consignee").
• NOTIFY PARTY: [Notify Party Full Legal Name], having its principal place of business at [Notify Party Address] (it being expressly agreed that notice to the Notify Party does not constitute delivery or notice to the Consignee).

RECITALS

WHEREAS, Shipper desires to tender to Carrier, and Carrier agrees to accept for receipt, stowage, carriage, custody, and delivery, certain containerized, bulk, break-bulk, or general cargo, subject to the conditions, operational scope, and legal allocations of risk established herein; and

WHEREAS, the Merchant (as defined herein) expressly agrees that this Bill of Lading governs all rights, obligations, freight assessments, liens, and claims arising out of or related to the maritime, intermodal, or combined carriage of the described goods;

NOW, THEREFORE, in consideration of the mutual covenants, payment of freight, warranties, and promises contained herein, the Parties agree to the following operational parameters, terms, and conditions:

---

CARGO MANIFEST AND ROUTING PARTICULARS (FACE OF BILL)

CARGO SCHEDULE & IDENTIFICATION TABLE

FREIGHT & CHARGES ACCOUNTING

• Freight Payable At: [City, Country, e.g., New York, USA]
• Number of Original Bills of Lading Issued: [Insert: THREE (3) / ZERO (0) if Sea Waybill]
• Declared Value for COGSA Purposes: [DECLARED VALUE IN USD, OR INSERT "NIL / NOT APPLICABLE - CARRIER STATUTORY LIMITATIONS APPLY"]

---

OPERATIVE CLAUSES & LEGAL TERMS

1. DEFINITIONS AND INTERPRETATION

• "Carrier" means [Carrier Legal Name], the vessel-operating common carrier (VOCC) or non-vessel operating common carrier (NVOCC) issuing this Bill of Lading, its owners, charterers, operators, and masters.
• "Merchant" includes the Shipper, Consignor, Consignee, Owner of the Goods, holder of this Bill of Lading, any person or entity entitled to the possession of the Goods, and any person or entity acting on behalf of any of the foregoing. All entities falling within the definition of Merchant shall be jointly and severally liable to the Carrier for the fulfillment of all obligations, covenants, and warranties under this instrument.
• "Goods" means the cargo described on the face hereof and includes, without limitation, all wares, merchandise, raw materials, articles, and any packaging, pallets, or Containers not supplied by or on behalf of the Carrier.
• "Container" includes any shipping container, trailer, transportable tank, flat, pallet, skid, or any other device used to consolidate, stow, or transport the Goods.
• "Carriage" means the whole or any part of the operations and services undertaken by the Carrier, its servants, agents, and Subcontractors in respect of the Goods under this instrument, including loading, discharge, handling, storage, pre-carriage, ocean transit, and on-carriage.
• "Subcontractor" includes owners, charterers, and operators of vessels (other than the Carrier), stevedores, terminal and groupage operators, road, rail, air, and marine transport operators, inland logistics service providers, warehousemen, watchmen, independent contractors, and any direct or indirect servant, agent, or subcontractor employed by or in privity with the Carrier.

2. SCOPE OF SERVICES, TRANSSHIPMENT, AND EXTENDED PROTECTION (HIMALAYA CLAUSE)

• 2.1 Scope of Carriage. The Carrier undertakes to transport the Goods from the Port of Loading or Place of Receipt to the Port of Discharge or Place of Delivery via such routes, modes, vessels, and procedures as the Carrier may determine in its sole operational discretion. The Carrier does not warrant or guarantee any specific arrival date, departure date, or transit time. Any arrival or delivery dates stated on this instrument or in Carrier communications are non-binding estimates.
• 2.2 Liberty to Deviate. The Vessel shall have liberty to proceed with or without pilots, to sail with or without lights, to tow and be towed, to assist vessels in all situations, to drydock or repair, to deviate for the purpose of saving life or property or avoiding perils (including war, hostilities, civil commotions, strikes, blockades, epidemics, ice, and adverse weather), to call at any port or ports in or out of the programmed route, and to adjust compasses. Any such action shall constitute part of the contracted Carriage and shall not be deemed an unreasonable deviation.
• 2.3 Subcontracting and Agency. The Carrier shall be entitled to subcontract, on any terms whatsoever, the whole or any part of the Carriage, handling, storage, or inland movement of the Goods.
• 2.4 Himalaya Clause. The Merchant expressly agrees that no servant, agent, or Subcontractor of the Carrier (including independent stevedoring companies, terminal operators, watchmen, and inland carriers) shall be under any liability whatsoever to the Merchant for any loss, damage, misdelivery, delay, or damage to cargo arising directly or indirectly from any act, neglect, or default on its part while acting in the course of or in connection with the Goods.
• Without prejudice to the generality of the foregoing, every exemption, limitation, defense, condition, immunity, liberty, and right of whatsoever nature contained herein, or otherwise available to the Carrier under COGSA or applicable law, shall extend to and protect every such servant, agent, and Subcontractor. In entering into this contract, the Carrier does so not only on its own behalf, but also as agent and trustee for such persons and entities, who shall to that extent be deemed to be parties to this contract.

3. STATUTORY FRAMEWORK, LIMITATION OF LIABILITY, AND VALUATION

• 3.1 Parametric Statutory Law (Clause Paramount). This Bill of Lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved April 16, 1936 ("COGSA"). The defenses, immunities, and limitations of COGSA shall govern throughout the entire time the Goods are in the actual or constructive custody of the Carrier, its Subcontractors, or agents, whether on board the Vessel, at the dock, in a terminal, or during inland transit, before loading and after discharge, until delivery is effected. If this Bill of Lading covers Goods moving to, from, or between nations subject to the Hague-Visby Rules, and if compulsory under local law, those rules shall govern to the minimum extent mandatory.
• 3.2 Statutory Package Limitation. Pursuant to Section 4(5) of COGSA (46 U.S.C. § 30701 note), neither the Carrier nor the Vessel shall in any event become liable for any loss, damage, non-delivery, misdelivery, or degradation to or in connection with the Goods in an amount exceeding Five Hundred United States Dollars ($500.00 USD) per package, or in the case of Goods not shipped in packages, per customary freight unit, unless the nature and value of such Goods have been declared in writing by the Shipper prior to shipment, inserted in the dedicated "Declared Value" field on the face of this Bill of Lading, and ad valorem freight has been paid pursuant to the Carrier's applicable tariff.
• 3.3 Containerized Goods Definition. Where the Goods are consolidated, packaged, or stowed into a Container by or on behalf of the Shipper, the Container itself shall constitute the statutory "package" or "customary freight unit" for purposes of the application of Section 4(5) of COGSA, unless the Shipper explicitly enumerates the specific number of individual packaged consumer units on the face of this Bill of Lading and pays the requisite applicable ad valorem freight charges.
• 3.4 Absolute Liability Cap. Under no circumstances shall the Carrier’s liability exceed the actual loss or damage sustained by the Merchant, calculated on the basis of the net invoice value of the Goods at the Port of Loading, plus paid insurance and freight, less salvage. The Carrier shall never be liable for indirect, incidental, punitive, exemplary, or consequential damages, including loss of profits, commercial loss, market depreciation, business interruption, or loss of goodwill, whether or not foreseeable.

4. SHIPPER'S WARRANTIES, REPRESENTATIONS, AND CARGO INTEGRITY

• 4.1 Merchant's Representations. The Shipper, for itself and on behalf of the Merchant, warrants and represents:
  • (a) That the particulars of the Goods, including marks, numbers, quantities, nature, condition, weight, gauge, measure, volume, brand, and values set forth on the face hereof are completely accurate and verified;
  • (b) That all Goods have been properly, securely, and adequately packed, stuffed, labeled, and marked to withstand the ordinary risks of maritime and intermodal handling, transport, climate variances, and storage;
  • (c) That if the Container was stuffed, packed, or sealed by or on behalf of the Shipper, the Shipper has verified that the Container is structurally sound, clean, dry, suitable for carriage, and that the gross cargo weight does not exceed statutory maximum limits or the Container’s rated capacity;
  • (d) That the Goods are not prohibited under any applicable export, import, or customs laws, regulations, sanctions regimes (including the United States Office of Foreign Assets Control - OFAC regulations), or international embargos.
• 4.2 Dangerous and Hazardous Goods. The Merchant warrants that it shall not tender to the Carrier any Goods which are of a dangerous, inflammable, explosive, corrosive, radioactive, noxious, or hazardous nature, or subject to the International Maritime Dangerous Goods (IMDG) Code or Title 49 of the U.S. Code of Federal Regulations, without first:
  • (a) Giving full, detailed written notification to the Carrier of the exact chemical name, classification, and UN number of such Goods;
  • (b) Obtaining express written acceptance from the Carrier; and
  • (c) Prominently and indelibly marking the outside of the packages and Containers in strict conformity with all applicable domestic and international conventions.
• 4.3 Carrier's Liberty to Render Harmless. If any Goods of an inflammable, explosive, toxic, or dangerous nature are loaded without the Carrier’s knowledge and express consent, or if, in the Carrier’s or Master's judgment, they present an actual, imminent, or potential hazard to life, the Vessel, the environment, or other cargo, the Carrier may at any time and place land, discharge, destroy, neutralize, jettison, or abandon such Goods without incurring any liability for compensation. The Merchant shall defend, indemnify, and hold harmless the Carrier from all consequences, expenses, fines, and damages arising therefrom.

5. COMPENSATION, FREIGHT TERMS, DEMURRAGE, AND CHARGES

• 5.1 Calculation and Maturity. Freight and all related charges (including terminal charges, equipment fees, bunker surcharges, demurrage, and detention) shall be deemed fully and irrevocably earned by the Carrier upon receipt of the Goods, and shall be payable in full without discount, deduction, offset, or counterclaim, whether the Goods or the Vessel are lost or not lost, damaged, or delayed at any stage of the transit.
• 5.2 Late Interest and Collection Costs. Any invoice or sum not paid by the Merchant when due pursuant to the Carrier’s applicable credit agreement or tariff shall accrue interest at the rate of one and one-half percent (1.5%) per month (eighteen percent [18%] per annum) or the maximum rate permitted by applicable law, whichever is lower, from the due date until full payment is received. The Merchant shall be liable for all costs of collection, court costs, administrative charges, and actual legal fees incurred by the Carrier in enforcing payment.
• 5.3 Demurrage and Detention. The Merchant shall be responsible for complying with the free time allowances published in the Carrier's tariffs or agreed upon in the governing Service Contract. If Containers, equipment, or chassis provided by or on behalf of the Carrier are detained beyond the authorized free time at origin, intermediate points, or the destination port/terminal, the Merchant shall pay standard daily demurrage and detention charges immediately upon demand.
• 5.4 Currency and Tariffs. Payments shall be made in United States Dollars (USD) or the currency agreed upon in writing by the Carrier. The terms and conditions of the Carrier’s applicable public tariffs, filed in accordance with the regulations of the United States Federal Maritime Commission (FMC) or other regulatory bodies, are incorporated herein by reference. In the event of a direct conflict between the terms of this Bill of Lading and the applicable Carrier tariff, the tariff shall govern.

6. MARITIME LIENS AND POWER OF SALE

• 6.1 Attachment of Maritime Lien. The Carrier shall possess a comprehensive, perpetual, general, and particular maritime lien on the Goods, on all documents relating to the Goods, and on any other cargo, containers, or property of the Merchant within the constructive or actual possession of the Carrier, for any and all freight, deadfreight, demurrage, detention, advance charges, general average contributions, salvage expenses, customs penalties, and all other sums due or accruing under this Bill of Lading or any other agreement between the Carrier and the Merchant.
• 6.2 Enforcement and Sale. If any amount due to the Carrier remains unpaid for a period exceeding ten (10) consecutive calendar days following written demand sent to the Shipper or Consignee, the Carrier shall have the absolute right to:
  • (a) Sell the Goods at public auction or private sale without further judicial proceedings or notice to the Merchant;
  • (b) Retain from the gross proceeds of such sale all freight, storage, legal fees, administrative expenses, and auctioneer costs; and
  • (c) Remit the balance of proceeds, if any, to the party legally entitled thereto. If the proceeds of sale fail to fully satisfy the sums due to the Carrier, the Merchant shall remain jointly and severally liable for the unpaid deficiency.

7. TRANSIT, DISCHARGE, DELIVERY, AND TERMINATION OF CARRIAGE

• 7.1 Delivery Obligations. The Carrier’s operational responsibility and custody of the Goods shall terminate absolutely upon the tender of delivery of the Goods to the Consignee or its authorized agent at the Place of Delivery, Port of Discharge, or to any port authority, terminal operator, customs warehouse, or third party to whom the Carrier is statutorily or contractually required by local law or port regulations to surrender the Goods.
• 7.2 Unclaimed Cargo. If the Consignee fails to take actual delivery of the Goods within the free time allowed by tariff or contract after discharge, or if delivery cannot be completed due to customs seizure, import failure, unpaid liens, or defective documentation, the Carrier shall be entitled, at the sole risk and expense of the Merchant, to strip, unload, and store the Goods in a public or private warehouse, terminal, or yard.
• Such placement shall constitute complete, final, and constructive delivery under this contract. Upon such storage, all liability of the Carrier with respect to the Goods shall cease entirely, and the Merchant shall remain liable for all warehouse rent, storage fees, demurrage, insurance, and handling charges incurred.
• 7.3 Frustration and Termination. If at any time the Carriage is or is likely to be affected by any hindrance, risk, delay, difficulty, or disadvantage of any kind (including armed conflict, acts of terrorism, civil insurrection, labor disputes, epidemics, quarantines, port closure, or severe weather conditions) not arising from the intentional fraud of the Carrier, the Carrier may treat the contract of Carriage as completely terminated and discharge the Goods at any accessible port or place which the Master or Carrier deems safe and convenient.
• Such discharge shall be deemed the full and final fulfillment of this Agreement, and the Carrier shall be entitled to full freight and reimbursement for all additional costs incurred.

8. GENERAL AVERAGE, JASON CLAUSE, AND BOTH-TO-BLAME COLLISION

• 8.1 General Average Settlement. General Average shall be adjusted, declared, and settled at any port or place at the sole option of the Carrier, in accordance with the York-Antwerp Rules of 2016 (or any subsequent formal amendment). The adjustment shall be prepared by an average adjuster appointed solely by the Carrier. The Merchant shall promptly post such cash deposit, bank guarantee, or average bond as the Carrier may require before release of the Goods.
• 8.2 New Jason Clause. In the event of accident, danger, damage, or disaster before or after commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which or for the consequences of which the Carrier is not responsible by statute, contract, or otherwise, the Merchant shall contribute with the Carrier in General Average to the payment of any sacrifices, losses, or expenses of a General Average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the Goods.
• 8.3 Both-to-Blame Collision Clause. If the Vessel comes into collision with another vessel as a result of the negligence of the other vessel and any act, neglect, or default of the Master, mariner, pilot, or servants of the Carrier in the navigation or management of the Vessel, the Merchant agrees to indemnify the 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 the Merchant paid or payable by the other or non-carrying vessel to the Merchant and set-off, recouped, or recovered by the other vessel against the Carrier.

9. TITLE, NEGOTIABILITY, AND SURRENDER OF ORIGINAL INSTRUMENTS

• 9.1 Negotiable Bills. If this Bill of Lading is explicitly issued "TO ORDER" or "TO ORDER OF [DESIGNATED BANK OR ENTITY]", it represents a negotiable document of title under the federal Pomerene Act or applicable maritime law. Delivery of the Goods will only be made upon the production, presentation, and surrender to the Carrier or its agent of at least one (1) fully endorsed original Bill of Lading issued hereunder. Upon delivery of the Goods against one original Bill of Lading, all other counterpart originals shall immediately become null and void.
• 9.2 Non-Negotiable / Straight Bills. If this Bill of Lading is issued directly to a named Consignee without the words "TO ORDER," it is a non-negotiable "Straight" Bill of Lading. The Carrier reserves the right, subject to local statutory requirements, to deliver the Goods to the named Consignee upon proof of legal identity and corporate capacity, with or without the formal surrender of original bills, unless a written instruction to the contrary is received and accepted by the Carrier prior to vessel arrival.
• 9.3 Lost Instruments. If an original negotiable Bill of Lading is lost, stolen, or destroyed, the Goods will not be released unless the Merchant provides the Carrier with an irrevocable, open-ended bank guarantee or indemnity bond issued by a first-class financial institution acceptable to the Carrier, in an amount not less than two hundred percent (200%) of the invoice value of the Goods, protecting the Carrier against all potential claims, liabilities, and legal costs.

10. MUTUAL CONFIDENTIALITY, TRADE INTEGRITY, AND DATA PRIVACY

• 10.1 Confidential Information. Each Party agrees to keep strictly confidential and not disclose to any third party (other than its legal counsel, accountants, underwriters, and legitimate Subcontractors with a business need to know) the negotiated commercial terms of this Carriage, including specific freight rates, rebates, service contract metrics, or proprietary packaging data, except as required by applicable law, customs mandates, or court order.
• 10.2 Customs and Regulatory Filings. The Merchant acknowledges that the Carrier is legally mandated under the laws of the United States and international maritime authorities to transmit automated manifest data (including Automated Manifest System - AMS, Importer Security Filing - ISF 10+2, and advance customs declarations).
• The Carrier shall not be liable for the disclosure of cargo descriptions, values, shipper/consignee identities, or container manifests to government, port, or border protection agencies. The Merchant agrees to hold the Carrier harmless for any delays, detentions, or inspections resulting from accurate regulatory reporting.

11. INDEMNIFICATION AND MERCHANT DEFENSE COVENANTS

• 11.1 General Indemnification. The Merchant shall defend, indemnify, and hold completely harmless the Carrier, its affiliates, agents, servants, contractors, and Subcontractors, against all claims, liabilities, damages, penalties, fines, environmental clean-up costs, maritime arrests, legal fees, and disbursements arising out of:
  • (a) Any breach of the warranties, representations, or covenants made by the Merchant in this Bill of Lading;
  • (b) Inaccurate, misleading, or fraudulent descriptions of the Goods, gross weight, or hazard classifications;
  • (c) Leaks, spills, fumes, explosions, or contamination caused directly or indirectly by the Goods or their packaging;
  • (d) Violations of customs, agricultural, environmental, sanctions, or packaging regulations by the Goods or the Merchant; and
  • (e) Any failure to secure the safe, compliant, and timely receipt and stripping of the Goods at destination.

12. CLAIMS, NOTICE PERIODS, AND TIME-BAR PRECLUSION

• 12.1 Notice of Loss or Damage. Unless written notice of loss or damage, specifying the general nature of such loss or damage, is given to the Carrier or its agent at the Port of Discharge or Place of Delivery before or at the time of the physical removal of the Goods into the custody of the person entitled to delivery, such removal shall be prima facie evidence of the delivery by the Carrier of the Goods in good order and condition as described in this Bill of Lading.
• 12.2 Concealed Damage. If the loss or damage is not apparent, the written notice must be received by the Carrier within three (3) consecutive calendar days after the date of delivery.
• 12.3 Absolute One-Year Time-Bar. The Carrier, the Vessel, and all Subcontractors shall be discharged and completely released from all liability whatsoever in respect of the Goods, carriage, delivery, or breach of this contract, unless a formal legal complaint or arbitration claim is filed and served upon the Carrier within one (1) year after the date of delivery of the Goods or the date when the Goods should have been delivered. No extension of time shall be valid unless granted in an express, written instrument signed by an authorized executive officer of the Carrier.

13. DISPUTE RESOLUTION, BINDING ARBITRATION, AND GOVERNING LAW

• 13.1 Governing Law. This Bill of Lading and all contracts arising hereunder shall be governed by, construed, and enforced in accordance with the United States Carriage of Goods by Sea Act (COGSA) and the general Federal Maritime Law of the United States. To the extent non-maritime, supplemental state law applies, the laws of the State of [Governing State, e.g., New York], without regard to principles of conflicts of laws, shall apply.
• 13.2 Forum Selection and Binding Arbitration. Any dispute, claim, or controversy arising out of, relating to, or in connection with this Bill of Lading, including any question regarding its existence, validity, interpretation, breach, or termination, shall be resolved through binding maritime arbitration in [Designated City, e.g., New York, NY] under the Rules of the Society of Maritime Arbitrators, Inc. (SMA).
• 13.3 Arbitration Procedure. The arbitration tribunal shall consist of three (3) commercial arbitrators who are commercial persons familiar with ocean transportation: one chosen by the Carrier, one chosen by the Merchant, and the third chosen by the two so selected.
• The award rendered by the arbitrators shall be final, binding, and non-appealable, and judgment upon the award may be entered and enforced in any court of competent jurisdiction worldwide.
• The arbitrators shall have the discretion to award reasonable attorneys’ fees and costs of arbitration to the prevailing Party.

14. MISCELLANEOUS OPERATIONAL PROVISIONS

• 14.1 Severability. If any provision, clause, or sub-clause of this Bill of Lading is held to be invalid, illegal, or unenforceable by any statutory body, arbitral tribunal, or court of competent jurisdiction, such invalidity shall be confined strictly to the specific term, and all remaining provisions of this Bill of Lading shall continue in full force and effect.
• 14.2 Entire Agreement and Mergers. This Bill of Lading, together with any applicable executed Service Contract and the Carrier's tariffs, constitutes the complete, final, and integrated agreement between the Parties with respect to the subject matter hereof. No oral explanation, prior verbal negotiations, or informal correspondence shall vary the terms herein.
• 14.3 Modifications in Writing. No servant, agent, or representative of the Carrier has the authority to waive, alter, modify, or extend any provision of this Bill of Lading unless such variation is made in an explicit written instrument signed by an authorized corporate officer of the Carrier.
• 14.4 Counterparts and Execution. This instrument may be executed in any number of identical counterparts, each of which shall be deemed an original document, and all of which together shall constitute one and the same instrument. Execution via electronic signature (including DocuSign, Adobe Sign, or secure encrypted EDI document transmission) shall be valid, enforceable, and legally admissible to the same extent as a wet-ink manual signature.

---

EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Carrier, by and through its duly authorized Master, Vessel Officer, or Corporate Agent, has signed the number of original Bills of Lading stated on the face hereof, and the Shipper, for itself and on behalf of the Merchant, accepts and assents to all terms, conditions, and limitations contained on the face and reverse sides of this instrument.

FOR [CARRIER LEGAL NAME]:
(As Carrier, or for and on behalf of the Master of the Vessel)

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Authorized Marine Agent / Line Operations Director]
Company: [Carrier Legal Name]
Date: [Date]

---

FOR [SHIPPER / CONSIGNOR LEGAL NAME]:
(For itself, the Consignee, and the Merchant)

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Global Logistics Director / Authorized Export Agent]
Date: [Date]

---

STEP-BY-STEP EXECUTION & FILING GUIDE

This guide provides institutional protocols for completing, issuing, executing, and archiving this Bill of Lading within enterprise logistics operations using word processing suites (Microsoft Word / Google Docs) and enterprise digital signature software.

+-----------------------------------------------------------------------------------------+
|                                BILL OF LADING WORKFLOW                                  |
|                                                                                         |
|  [ Step 1: Ingestion ] --> [ Step 2: Verification ] --> [ Step 3: Execution (e-Sign) ] |
|  Populate Word fields       Confirm COGSA/Limits         Enforce Authority Matrix       |
|                                                                    |                    |
|                                                                    v                    |
|  [ Step 5: Archival ]   <-- [ Step 4: Surrender/Endorsement ] <---+                    |
|  1-Yr Bar / 7-Yr Ret.       Originals, To-Order Bank Checks                             |
+-----------------------------------------------------------------------------------------+

STEP 1: COMPLETION OF VARIABLE BRACKETED FIELDS

1. Document Conversion: Open this template in Microsoft Word (.docx) or Google Docs. Ensure page margins are set to Standard (1 inch / 25.4 mm) with font sizing preserved.
2. Find and Replace Execution: Execute a systematic replacement of all bracketed variables ([...]):
   • Complete the formal identities: [Carrier Legal Name], [Shipper Full Legal Name], and [Consignee Full Legal Name].
   • For Negotiable Shipments, set the Consignee field explicitly as: TO THE ORDER OF [Named Bank / Entity]. Ensure the "Number of Original Bills of Lading Issued" field is explicitly marked as THREE (3).
   • For Non-Negotiable / Straight Shipments, enter the named Consignee directly, and note the Original B/Ls as ZERO (0) or ONE (1) - NON-NEGOTIABLE.
   • Manifest accurately: Ensure the Container/Seal numbers, packaging counts, commodity descriptions, and metric weights correspond with the Commercial Invoice, Packing List, and customs filings (AES/EEI).
3. Declared Value Declaration: If the Shipper chooses to exceed the statutory COGSA package limitation ($500.00 USD), insert the total declared valuation into the "Declared Value" block. If ad valorem freight was not paid, confirm that this field displays: NIL / NOT APPLICABLE - CARRIER STATUTORY LIMITATIONS APPLY.

STEP 2: VERIFICATION OF LEGAL CAPACITY & SIGNATORY AUTHORITY

1. Corporate Standing: Confirm that both the Shipper and Carrier are currently registered and in good standing with their respective corporate registries.
2. Authorized Signatures: The Carrier signature block must be executed only by:
   • The licensed Vessel Master; or
   • A designated maritime agent operating under a valid, executed Port Agency Agreement or General Agency Agreement; or
   • An executive officer of the Carrier authorized under its Corporate Resolutions.
3. Shipper Assent: If execution by the Shipper is conducted through a freight forwarder or customs broker, ensure that a valid Power of Attorney (POA) granting export and bill execution authority is current and retained in the shipment master file.

STEP 3: DIGITAL SIGNATURE WORKFLOW (DOCUSIGN / ADOBE SIGN)

1. Routing Rules: In enterprise signature software:
   • Upload the finalized Word document converted to Portable Document Format (PDF/A).
   • Designate the signing fields: Signature, Printed Name, Title, and Date.
   • Establish sequential routing: First, Route to the Carrier's designated agent for execution; Second, Route to the Shipper's designated logistics representative for countersignature.
2. Authentication Standards: Configure digital workflows to enforce Certificate-based digital signatures or multi-factor authentication (e-mail + SMS OTP). Ensure that the digital certificate provides cryptographic tamper-evidence that invalidates the document if altered post-execution.
3. Original Distribution: If issued in paper format, print exactly three (3) counterpart originals onto secure, anti-fraud watermarked ocean bill paper. Apply physical wet-ink corporate stamps and authorized signatures.

STEP 4: CARGO SURRENDER AND ENDORSEMENT PROTOCOLS

1. Negotiable Instruments: If an original negotiable ("To Order") Bill of Lading is utilized:
   • The primary original must be endorsed on the reverse side by the entity to whose order it was issued (e.g., standard blank endorsement: "Deliver to the order of [Party Name]" signed by an authorized bank officer).
   • Require the physical presentation and formal surrender of the endorsed original bill at the port of discharge terminal or Carrier discharge agency prior to issuing a cargo delivery order (DO).
2. Voiding Counterparts: Immediately upon the redemption of one original negotiable bill, mark the remaining counterpart originals as VOID - CARGO DELIVERED AGAINST ORIGINAL NO. [X].

STEP 5: RECORD RETENTION AND STATUTORY ARCHIVAL

1. Statutory Time-Bar Retention: Retain the executed electronic original, the Certificate of Completion (audit trail), and all shipping manifest components for a minimum of two (2) years to protect against claims, surpassing the mandatory one-year COGSA time-bar (46 U.S.C. § 30701 note, Section 3(6)).
2. Customs and Tax Retention: Under United States Customs regulations (19 CFR Part 163) and standard international tax requirements, maintain copies of all bills of lading, freight invoices, commercial documentation, and receipts for a minimum of five (5) to seven (7) years following the fiscal year in which the transit occurred.
3. Secure Repository: Archive files within a secure, encrypted document management repository utilizing role-based access control (RBAC) to maintain trade confidentiality. Ensure write-once-read-many (WORM) compliant storage for all archived maritime transport documentation.