Bill of Lading Sample Image

OCEAN / MULTIMODAL NEGOTIABLE BILL OF LADING

AND TERMS AND CONDITIONS OF CARRIAGE CONTRACT

Document Control Reference: BOL-MM-US-INTL-2024-REV-3
Effective Standard Edition Date: October 24, 2024
Operational Version: 4.1.0
Governing Statutory Regime: United States Carriage of Goods by Sea Act (46 U.S.C. § 30701 note) / International Convention for the Unification of Certain Rules of Law relating to Bills of Lading (Hague-Visby Rules)

---

STATUTORY & LEGAL COMPLIANCE NOTICE

IMPORTANT LEGAL NOTICE TO SHIPPERS, CONSIGNEES, AND HOLDERS:
This document constitutes a legally binding document of title and a contract of carriage. If this Bill of Lading is marked "Negotiable" or "To Order," delivery of the Goods covered hereby may only be obtained upon the surrender of one original Bill of Lading, duly endorsed. The terms, conditions, exceptions, and limitations set forth herein govern the rights, obligations, and liabilities of the Carrier, Shipper, Consignee, Holder, and any assignee or successor-in-interest. Shipper's attention is drawn in particular to the Carrier's limitations of liability (Section 5), package limitation defenses under the United States Carriage of Goods by Sea Act ("COGSA") or the Hague-Visby Rules, the General Maritime Lien provisions (Section 8), and the mandatory Jurisdiction and Dispute Resolution provisions (Section 13). Any unauthorized alteration, erasure, or forging of this document is subject to criminal prosecution and civil liability under federal and international maritime law.

---

PARTIES, TRANSIT DETAILS, AND CARGO SPECIFICATIONS

---

CARGO DESCRIPTION & TRANSPORT DETAILS

---

FREIGHT & CHARGES ACCOUNTING

---

OPERATIVE TERMS AND CONDITIONS OF CARRIAGE

1. DEFINITIONS AND INCORPORATION

1.1. "Carrier" means [Carrier Full Legal Corporate Name], its branches, affiliates, subsidiaries, agents, and vessels, together with any substituted carrier participating in the transit.
1.2. "Merchant" includes the Shipper, Consignor, Consignee, Holder of this Bill of Lading, receiver of the Goods, any Person owning or entitled to the possession of the Goods or of this Bill of Lading, and anyone acting on behalf of any such Person. All entities falling within this definition shall be jointly and severally liable to the Carrier for the fulfillment of all obligations, guarantees, and payments.
1.3. "Goods" means the cargo described on the face hereof and, if the cargo is packed into containers supplied or furnished by or on behalf of the Merchant, includes the containers, flats, pallets, or similar packing units.
1.4. "Vessel" includes the named ocean vessel, any substitute ocean vessel, feeder vessel, barge, lighter, or other watercraft employed in the whole or any part of the carriage.
1.5. "Carriage" means the whole or any part of the operations and services undertaken by the Carrier in respect of the Goods covered by this Bill of Lading.

2. PARAMOUNT CLAUSE AND STATUTORY REGIME

2.1. This Bill of Lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States of America, approved April 16, 1936 ("U.S. COGSA"), which shall be deemed incorporated herein.
2.2. The provisions of U.S. COGSA shall govern the Carrier’s liability throughout the entire time the Goods are in the custody of the Carrier, whether at the sea terminal before loading, aboard the Vessel during the water transit, or at the sea terminal after discharge until physical delivery is effected, and throughout the entire duration of any inland transport if this is a Combined/Multimodal Transport Bill of Lading.
2.3. If this Bill of Lading is issued in or pertains to carriage from a state in which the International Convention for the Unification of Certain Rules of Law relating to Bills of Lading (the "Hague Rules") or the 1968 Protocol (the "Hague-Visby Rules") are compulsorily applicable by local statute, this document shall have effect subject to such rules. If any term of this Bill of Lading is held repugnant to U.S. COGSA, the Hague-Visby Rules, or any other compulsorily applicable carriage statute, such term shall be void to that extent only, and the remainder shall remain enforceable.

3. SUBCONTRACTING AND HIMALAYA CLAUSE

3.1. The Carrier shall be entitled to sub-contract the Carriage on any terms whatsoever, including the whole or any part of the handling, storage, stevedoring, and inland transport.
3.2. It is expressly agreed that no servant, agent, sub-contractor (including inland rail or motor carriers, stevedores, terminal operators, and watchmen), or master of the Vessel shall in any circumstances whatsoever be under any liability whatsoever to the Merchant for any loss, damage, or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect, or default on their part while acting in the course of their employment.
3.3. Without prejudice to the generality of the foregoing, every exemption, limitation, condition, and liberty herein contained and every right, exemption from liability, defense, and immunity of whatsoever nature applicable to the Carrier or to which the Carrier is entitled hereunder shall also be available and shall extend to protect every such servant, agent, and sub-contractor, who shall be entitled to the benefit of this Section 3 as if such provisions were expressly made for their benefit. In entering into this contract, the Carrier does so not only on its own behalf but also as agent and trustee for such persons.

4. CARRIER’S RESPONSIBILITY, ROUTE, AND LIBERTIES

4.1. The Carrier shall not be liable for loss, damage, non-delivery, or misdirection arising from: (a) acts of God, perils of the sea, fires, strikes, lockouts, or arrests; (b) acts of public enemies, pirates, or authorities acting with legal power; (c) inherent vice, shrinkage, wastage, or nature of the Goods; (d) unseaworthiness of the Vessel, unless caused by want of due diligence on the part of the Carrier to make the Vessel seaworthy; or (e) any act or omission of the Merchant, its agents, or independent contractors.
4.2. The Vessel shall have liberty to sail with or without pilots, to tow or be towed, to transfer the Goods to other conveyances or vessels, to proceed by any route in the Carrier’s sole discretion, whether direct, customary, or advertised, to drydock with or without Goods on board, and to call at any port or place whatsoever for bunkering, repairs, or shifting cargo. Any deviation undertaken for safety, saving life or property, or resulting from compliance with government directives shall be deemed reasonable and within the contractual scope of the voyage.

5. VALUATION, PACKAGE LIMITATION, AND NOTICE OF CLAIMS

5.1. Package Limitation: Unless the Merchant declares a higher value for the Goods in the box titled "DECLARED VALUE FOR CARRIAGE" on the face of this Bill of Lading before shipment, and pays the supplementary ad valorem freight rate assessed by the Carrier, the liability of the Carrier under U.S. COGSA shall not exceed $500.00 lawful currency of the United States per package, or in the case of Goods not shipped in packages, per customary freight unit.
5.2. Where a container, pallet, or transport unit is stuffed by or on behalf of the Merchant, the number of packages enumerated on the face of this Bill of Lading shall be conclusive. If no packages are separately enumerated, the entire container or unit shall be deemed to be a single package for the purposes of the $500.00 limitation.
5.3. Where Hague-Visby applies compulsorily, liability shall be limited to 666.67 Special Drawing Rights (SDR) per package or 2 SDR per kilogram of gross weight of the Goods lost or damaged, whichever is higher.
5.4. Notice of Loss or Damage: Unless written notice of loss or damage and the general nature thereof is delivered to the Carrier at the Port of Discharge or Place of Delivery before or at the time of the removal of the Goods into the custody of the person entitled to delivery, such removal shall be prima facie evidence of the delivery of the Goods as described. If the loss or damage is not apparent, notice must be given within three (3) consecutive calendar days of delivery.
5.5. Time-Bar: The Carrier, its agents, and its sub-contractors shall be discharged from all liability in respect of the Goods, Carriage, or delivery unless a formal suit is brought in a court of competent jurisdiction within one (1) year after the delivery of the Goods or the date when the Goods should have been delivered.

6. MERCHANT WARRANTIES, PACKING, AND CARGO VERIFICATION

6.1. The Merchant warrants that: (a) all descriptions, weights, measures, marks, numbers, quantities, and particulars of the Goods furnished by the Merchant are accurate, true, and correct; (b) the Goods are packed in a manner adequate to withstand the ordinary risks of ocean and inland transit; and (c) all requirements of customs, import, export, and maritime regulatory authorities (including the SOLAS Chapter VI Verified Gross Mass requirements) have been complied with strictly.
6.2. The Merchant shall defend, indemnify, and hold harmless the Carrier against all loss, damage, fines, claims, penalties, expenses, and liabilities (including legal and attorney fees) arising from the breach of any warranty in this Section 6 or from the inaccuracy or inadequacy of descriptions, packing, labeling, or weights supplied by the Merchant.

7. FREIGHT, CHARGES, DETENTION, AND EXPENSES

7.1. Freight shall be payable based on the particulars provided by the Merchant. The Carrier reserves the right to re-weigh, re-measure, and inspect the Goods at any time. If the particulars are found to be erroneous, the Merchant shall pay full freight based on the true particulars, plus any assessment for the costs of inspection and administrative expenses.
7.2. Freight shall be deemed fully earned upon receipt of the Goods by the Carrier, whether the freight is stated as prepaid or collect, and shall be non-returnable in any event, vessel or goods lost or not lost.
7.3. The Merchant shall pay all demurrage, detention, and storage charges incurred by reason of the Merchant’s delay or failure to take prompt delivery of the Goods within the free-time period established in the Carrier's tariffs or contractual agreements. Payment of all sums due to the Carrier under this contract shall be made in full, without any deduction, set-off, or counterclaim.

8. CARRIER’S GENERAL MARITIME LIEN

8.1. The Carrier shall have a general maritime and possessory lien on the Goods and on any documents relating thereto for all freight, dead freight, demurrage, detention, storage, salvage, general average contributions, legal fees, and all other sums whatsoever incurred or due from the Merchant under this contract or any prior transaction with the Carrier.
8.2. The Carrier may enforce this lien by private or public sale of the Goods, with or without notice to the Merchant, at any time and place in the Carrier’s sole discretion. The Carrier’s lien shall survive delivery of the Goods to the extent permitted by applicable law.

9. DANGEROUS, HAZARDOUS, AND PERISHABLE CARGO

9.1. The Merchant shall not tender for carriage any Goods that are hazardous, dangerous, inflammable, explosive, radioactive, noxious, or environmentally damaging, without previously giving written notice of their nature to the Carrier and obtaining the Carrier's express written acceptance, and without distinctly marking the outside of the packages or containers in compliance with the International Maritime Dangerous Goods (IMDG) Code and any applicable domestic laws.
9.2. If any Goods are tendered without such disclosure and marking, or if in the judgment of the Carrier or the Master the Goods present an imminent threat to life, health, property, or the environment, the Goods may at any time or place be unloaded, rendered harmless, destroyed, or abandoned without compensation or liability to the Merchant. The Merchant shall remain liable for all damage and expenses arising therefrom.

10. BOTH-TO-BLAME COLLISION CLAUSE AND NEW JASON CLAUSE

10.1. Both-to-Blame Collision Clause: If the Vessel comes into collision with another ship as a result of the negligence of the other ship and any act, neglect, or default of the Master, mariner, pilot, or the servants of the Carrier in the navigation or in the management of the Vessel, the owners of the Goods carried hereunder will indemnify the Carrier against all loss or liability to the other or non-carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of said Goods, paid or payable by the other or non-carrying ship or her owners to the owners of said Goods and set-off, recouped, or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying ship or Carrier.
10.2. New Jason Clause: In the event of accident, danger, damage, or disaster before or after the commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the Carrier is not responsible, by statute, contract, or otherwise, the Goods and 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.

11. GENERAL AVERAGE

11.1. General Average shall be adjusted, stated, and settled at any port or place selected by the Carrier according to the York-Antwerp Rules 1994 or 2016, as determined by the Carrier.
11.2. Such security, including cash deposits or average bonds as the Carrier may require, shall be furnished by the Merchant before delivery of the Goods. The Carrier shall have no obligation to release the Goods until such General Average security has been posted to its complete satisfaction.

12. INDEMNIFICATION AND LEGAL DEFENSE

12.1. The Merchant shall protect, defend, indemnify, and hold harmless the Carrier, its officers, employees, agents, and underlying contractors against any and all claims, demands, causes of action, damages, fines, expenses, and reasonable attorney fees arising directly or indirectly from:
(a) Any breach of the warranties, obligations, or covenants of the Merchant under this Bill of Lading;
(b) The handling, stuffing, loading, storage, or unpacking of the Goods performed by or on behalf of the Merchant;
(c) Any non-compliance with customs, tax, export control, sanitary, phytosanitary, or other regulatory requirements of any jurisdiction traversed; or
(d) Any contamination, physical injury, death, or loss to third-party property caused by the Goods, their chemical volatility, or their packaging.

13. GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION

13.1. Governing Law: This Bill of Lading, its construction, validity, and enforcement, shall be governed by federal maritime law of the United States of America, or, if and to the extent no such federal maritime rule exists, by the internal laws of the State of New York, without regard to principles of conflicts of laws.
13.2. Jurisdiction and Forum: Any dispute, claim, or controversy arising out of or relating to this Bill of Lading, including its formation or breach, shall be submitted to the exclusive jurisdiction of the United States District Court for the Southern District of New York (or, should that court lack subject-matter jurisdiction, to the state courts located in New York County, New York). The parties irrevocably consent and submit to the personal jurisdiction and venue of said courts and waive any defense of forum non conveniens.
13.3. Arbitration Option (Carrier’s Sole Election): Notwithstanding Section 13.2, the Carrier alone reserves the right to elect to refer any dispute under this Bill of Lading to maritime arbitration in New York, conducted before the Society of Maritime Arbitrators, Inc. (SMA), pursuant to its Maritime Arbitration Rules.

14. MISCELLANEOUS PROVISIONS

14.1. Entire Agreement: This Bill of Lading, together with the Carrier’s published tariffs incorporated herein, constitutes the complete and final contract of carriage between the Merchant and the Carrier. All prior negotiations, representations, or oral agreements are merged herein and superseded.
14.2. Amendments and Waivers: No servant or agent of the Carrier has the authority to waive, vary, or modify any provision of this Bill of Lading unless such variation is executed in writing by an authorized executive officer of the Carrier.
14.3. Severability: If any provision of this Bill of Lading is adjudicated to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

---

CARRIER ATTESTATION & ORIGINAL ISSUANCE CONTROL

IN WITNESS WHEREOF, the Master or authorized Agent of the Vessel and Carrier has signed the number of original Bills of Lading stated below, all of this tenor and date. One of these original Bills of Lading being accomplished and surrendered to the Carrier, the other originals shall immediately stand void.

Number of Original Bills of Lading Issued: [3 (THREE) / Insert Number]
Place of B/L Issuance: [Port or City of B/L Issue]
Date of B/L Issuance: [Date of Issuance]
Laden on Board Date: [Laden on Board Date]

---

FORMAL SIGNATURE BLOCKS

FOR [CARRIER FULL LEGAL CORPORATE NAME] (AS CARRIER / MASTER'S AUTHORIZED AGENT):

Signature: ________________________________________________
Printed Name: [Authorized Signatory Name]
Title: [Authorized Agent / Managing Agent / Master]
Company: [Carrier Legal Name]
Date: [Date]

<br>

FOR [SHIPPER / MERCHANT FULL LEGAL CORPORATE NAME]:

Signature: ________________________________________________
Printed Name: [Authorized Signatory Name]
Title: [Corporate Officer / Export Director / Logistics Manager]
Date: [Date]

---

STEP-BY-STEP EXECUTION & FILING GUIDE

This operational standard guide instructs freight forwarders, logistics operations teams, and corporate counsel on executing, maintaining, and managing this institutional Bill of Lading.

                          ┌────────────────────────┐
                          │ Populate Draft B/L     │
                          │ in Word / ERP System   │
                          └───────────┬────────────┘
                                      │
                                      ▼
                          ┌────────────────────────┐
                          │ Verify Mandatory Data: │
                          │ - Container / Seal #   │
                          │ - SOLAS VGM Weight     │
                          │ - Consignee / Notify   │
                          └───────────┬────────────┘
                                      │
                                      ▼
              ┌────────────────────────────────────────────────┐
              │ Check Document Type & Endorsement Rule:        │
              │ - If "To Order": Negotiable (Surrender Req'd)  │
              │ - If Named Consignee: Straight / Sea Waybill   │
              └───────────────────────┬────────────────────────┘
                                      │
                                      ▼
                          ┌────────────────────────┐
                          │ Execution via PKI-Base │
                          │ e-Signature or Wet Ink │
                          └───────────┬────────────┘
                                      │
                                      ▼
                          ┌────────────────────────┐
                          │ Secure Record Retain   │
                          │ (7-Year Post-Voyage)   │
                          └────────────────────────┘

1. Document Configuration and Variable Injection

• ERP/Word Processing Import: Transfer the text into your enterprise logistics software (e.g., CargoWise, SAP TM) or Microsoft Word/Google Docs using margins no smaller than 0.5 inches to accommodate the grid structure.
• Entity Precision: Search and replace every bracketed placeholder (e.g., [Shipper Full Legal Name], [Carrier Full Legal Corporate Name]) with the full statutory corporate names, including suffixes (LLC, Inc., S.A., Pte. Ltd.) and complete registered physical addresses. Do not use informal trade names.
• Negotiability Control:
  • If the cargo is financed via a Letter of Credit (L/C), populate Box 2 (Consignee) as "TO ORDER OF [ISSUING BANK NAME]" or "TO ORDER OF SHIPPER".
  • If the transaction is an open-account sale, enter the actual legal entity name of the Consignee directly, which renders the B/L non-negotiable (Straight Bill of Lading).

2. Physical and Verified Weight Validation (SOLAS VGM)

• Ensure that the gross weight populated under Cargo Description & Transport Details strictly matches the signed Verified Gross Mass (VGM) certificate issued in compliance with SOLAS (Safety of Life at Sea) Chapter VI, Regulation 2.
• Discrepancies between the packaging list weight, container weighbridge ticket, and the Bill of Lading expose the Carrier and Shipper to terminal fines and civil liability under federal maritime statutes.

3. Execution Protocols (Electronic and Wet Signature)

• Wet Ink Signing: If issuing paper negotiable sets, print exactly the indicated number of original copies (typically three originals: 1/3, 2/3, 3/3) on bank-grade security paper containing watermarks. Each original must receive a live wet signature and ink stamp from the Master or the Carrier’s duly licensed port agent.
• Digital Platforms (DocuSign, Adobe Sign, CargoX, TradeLens):
  • If executed electronically, ensure the platform complies with the Rotterdam Rules (if enacted), the UNCITRAL Model Law on Electronic Transferable Records (MLETR), and the U.S. ESIGN Act of 2000.
  • The digital signature must use a Public Key Infrastructure (PKI) certificate guaranteeing identity verification and document integrity from issuance through surrender.

4. Endorsement and Title Transfer Management (Negotiable Originals)

• Where this document is issued "To Order," title to the Goods transfers exclusively via legal endorsement on the reverse side of the original document:
  • Blank Endorsement: Consignor/Shipper signs the reverse side without naming a new party, making the B/L transferable by physical delivery (bearer paper).
  • Special Endorsement: Consignor/Shipper signs and writes "Deliver to [Named Bank/Company]", vesting title only in the designated party.
• Surrender Rule: Terminal release agents must demand and receive at least one original negotiable Bill of Lading, fully endorsed, prior to releasing the physical delivery order (D/O) or cargo.

5. Document Retention and Legal Preservation

• Statutory Holding Period: Archive the fully executed Carrier-signed original or certified digital copy, together with the booking confirmation, load manifest, and delivery receipts, for a minimum period of seven (7) years following the date of discharge.
• Claims Readiness: Retain all documentation within an immutable, auditable document management archive to defend against loss/damage claims subject to the one-year statute of limitations under U.S. COGSA and the Hague-Visby Rules. Ensure electronic audit trails (including IP logs, timestamps, and certificate hashes) are permanently paired with the core record.