CONDITIONS OF CARRIAGE：
“Carrier” means panda LOGISTICS INC. herein sometimes referred to as “panda”
“Merchant” means and includes the shipper, the consignee, the holder of this bill of lading, and the receiver or owner of the goods.
“Holder” means any person for the time being in possession of this bill of lading to whom the property in the goods has passed on or by reason of the consignment of the goods or the endorsement of this bill of lading or otherwise.
“Container” includes any container, trailer, transportable tank, flat or pallet or any similar article used to consolidate goods. “Hague Rules” mean the provisions of the International Convention for the Unification of Certain Rules relating to Bills of Lading signed at Brussels on 25th August 1924.
“Hague Visby Rules” means the Hague Rules as amended by the protocol signed at Brussels on 23rd February 1968.
The terms of the Carrier’s applicable Tariff are incorporated herein. Copies of the relevant provisions of the applicable Tariff are obtainable from the Carrier or his agents upon request. In case of inconsistency between this Bill of Lading and the applicable Tariff, this Bill of Lading shall prevail.
The Merchant warrants that in agreeing to the terms hereof he is or has the authority of the person owning or entitled to the possession of the goods and this bill of lading.
The Carrier shall be entitled to sub-contract on any terms the whole or any part of the carriage but the contract evidenced by this bill of lading is between the Merchant and PANDA And it is agreed that PANDA only shall be liable as Carrier under this contract. The Merchant agrees that (other than the Carrier) no person (which expression shall include any servant or agent of PANDA. or any independent contractor or Carrier employed by PANDA. to carry out any of its obligations hereunder) shall in any circumstances be liable to the Merchant for any loss, damage or delay of whatsoever kind howsoever caused to the goods and that if any such person is contrary to this provision held liable, the Merchant will indemnify PANDA. against all consequences thereof. Without prejudice to the foregoing every such person shall be entitled to the benefit of all provisions herein benefiting the Carrier as if such provisions were expressly for his benefit and in entering into this contract, the Carrier, to the extent of these provisions, does so not only on his own behalf but also as agent and trustee for such persons who shall to this extent be or be deemed to be parties to this contract.
5. CARRIER’S RESPONSIBILITY WHEN THE STAGE OF CARRIAGE WHERE LOSS OF OR DAMAGE TO THE GOODS IS NOT KNOWN
(1) The Carrier shall be liable for loss of or damage to the goods occurring between the time when they receives the goods for carriage and the time of delivery unless such loss or damage results from
(a) a wrongful act or omission of the Merchant;
(b) compliance with the orders of any person or Authority entitled to give them;
(c) the insufficiency of or defective condition of packing or marking;
(d) inherent vice of the goods
(e) the handing, loading, stowage or unloading of the goods by or on behalf of the Merchant;
(f) strikes, lock-outs, stoppage or restraint of labour, from whatever cause, whether partial or general;
(g) any cause or event which the Carrier could not avoid and the consequences whereof he could not prevent by the exercise of reasonable diligence;
provided that the burden of proving that such loss or damage was due to one or more of the above causes shall rest upon the Carrier. Save that when the Carrier establishes that in the circumstances of the case the loss or damage could be attributed to one or more of the causes or events specified in (c) to (1) inclusive above, it shall be presumed that it was so caused. The Merchant shall however be entitled to prove that the loss or damage was not in face caused either wholly or partly by one or more of these causes or events. (2) Subject to clause 7(3) hereof, when the Carrier is liable under the provisions of this clause for compensation in respect of loss or damage to the goods, such compensation shall in no circumstances exceed US$2.50 per kilo of the gross weight of the goods lost or damaged, unless it is proved that the loss or damage resulted from an act or omission of the Carrier with the intent to cause damage recklessly and with the knowledge that damage would probably result.
6. CARRIER’S RESPONSIBILITY WHEN THE STAGE OF CARRIAGE WHERE LOSS OF OR DAMAGE TO THE GOODS IS KNOWN
Notwithstanding the provisions of clause 5 hereof and subject to clause 16 hereof, if it can be proved where the loss or damage to the goods occurred, the liability of the Carrier in respect of such loss or damage shall be determined:
(1) by the provisions contained in any international Convention or National Law which provisions
(a) cannot be departed from by private contract to the detriment of the Merchant, and
(b) would have applied by force of law if (i) the Merchant had made a separate and direct contract with the Carrier (as though he was the Carrier referred to in the applicable Convention or Law) in respect of the particular stage of transport where the loss of or damage occurred and received as evidence thereof any particular document which must be issued if such international convention or National Law shall apply and (ii) such contract was governed by the law of the State in which the loss or damage occurred or in which the port of shipment is situate as the case might be.
(2) Where no such convention or Law applied under paragraph (1) above, if the loss or damage is known to have occurred at sea or on inland waterways by the provisions of the Hague Rules in which event reference therein to carriage by sea shall be deemed to include carriage on inland waterways and in no case shall the liability of the Carrier exceed £100 sterling per package or unit.
(3) By the provisions of clause 5 where neither paragraph (1) nor (2) above applies.
7. SPECIAL PROVISIONS RELATING TO CLAUSES 5 AND 6
(1) Notice of Loss, Time Bar
(a) Subject to any provision herein to the contrary unless notice of loss of or damage to the goods and the general nature of it be given in writing to the Carrier or his agent at the place of delivery before or at the time of the removal of the goods into the custody of the person entitled to delivery thereof under this bill of lading or if the loss or damage is not apparent within seven consecutive days thereafter, such removal shall be prima facie evidence of the delivery by the Carrier of the goods described in the bill of lading.
(b) Subject to any provision herein to the contrary, the Carrier shall be discharged of all liability under this bill of lading unless suit is brought and written notice thereof given to the Carrier within nine months after delivery of the goods or the date when the goods should have been delivered which date in the case of total loss of the goods shall in the absence of evidence to the contrary be deemed to be a date two calendar months after the goods have been received for transportation.
The Carrier does not undertake that the goods shall arrive at the port of discharge or place of delivery at any particular time or to meet any particular market or use and the Carrier shall not be liable for any direct, indirect or consequential loss or damage caused by delay except only and to the extent that liability for delay arises under clause 6(1) hereof in which event the amount of compensation therefor shall not exceed the element of freight applicable to the relevant stage of transport so long as this limit is not contrary to the applicable International Convention or National Law referred to in clause 6(1) hereof.
(3) Ad Valorem
(a) Higher compensation for loss of or damage to the goods may be claimed only when, with the consent of Carrier the value of the goods declared in writing by the Shipper before shipment which exceeds the limit applicable under clauses 5 and 6 has been stated in this bill of lading and extra freight paid if required. In that case, the amount of the declared value shall be substituted for that limit. Any partial loss or damage shall be adjusted pro rata on the basis of such declared value.
(b) The Merchant agrees and acknowledges that, unless such a declaration is made, the Carrier has no knowledge and can have no means of knowledge of the value of the goods.
(4) Supply of Containers
The term of this bill of lading shall govern the responsibility of the Carrier in connection with or arising out of the supply of a container to the Merchant whether before or after the goods are received by the Carrier for transportation of delivered to the Merchant.
Save as otherwise provided herein, the Carrier shall in no circumstances be liable for direct or indirect or consequential loss or damage and the defences and limits of liability provided for herein shall apply in any action against the Carrier whether it be founded on contract or in tort.
8. SHIPPER PACKED CONTAINERS
If a Container has not been packed or filled by or on behalf of the Carrier, the Carrier shall not be liable for loss of or damage to the contents and the Merchant shall indemnify the Carrier against any loss, damage, liability or expense incurred by the Carrier, if such loss, damage, liability or expense has been caused by
(a) the manner in which the Container has been packed or filled; or
(b) the unsuitability of the goods for carriage in Containers; or
(c) the unsuitability or defective condition of the Container arising without any want of due diligence on the part of the Carrier to make the Container reasonably fit for the purpose for which it is required; or
(d) The unsuitability or defective condition of the Container which would have been apparent upon reasonable inspection by the Merchant at or prior to the time when the Container was packed or filled.
9. INSPECTION OF GOODS
The Carrier or any person to whom the Carrier has sub-contracted the carriage or any person authorized by the Carrier shall be entitled, but under no obligation to open any Container or package therein at any time and to inspect the goods.
10. CARRIAGE AFFECTED BY CONDITION OF GOODS
If it appears at any time that the goods or any part thereof cannot safely or properly be carried or carried further, either at all or without incurring any additional expense or taking any measures in relation to the container or the goods or any part thereof, the Carrier may without notice to the Merchant abandon the carriage thereof and/or take any measures and/or incur any reasonable additional expense to carry or to continue the carriage or to store the goods ashore or afloat, under cover or in the open, at any place, which abandonment or storage shall be deemed to constitute due delivery under this bill of lading. The Merchant shall indemnify the Carrier against any reasonable additional expense so incurred.
11. DESCRIPTION OF GOODS
(1) This bill of lading shall be prima facie evidence of the receipt by the Carrier in apparent good order and condition, except as otherwise noted, of the total number of Containers or other packages or units specified overleaf.
(2) No representation is made by the Carrier as to the weight, contents, measure, quantity, quality, description, condition, marks, numbers or value of the goods and the Carrier shall be under no responsibility whatsoever in respect of such Description or particulars.
12. SHIPPER’S RESPONSIBILITY
(1) The Shipper warrants to the Carrier that the particulars relating to the goods as set out overleaf have been checked by the Shipper on receipt of this bill of lading and that such particulars and any other particulars furnished by or on behalf of the Shipper are correct.
(2) The Shipper shall indemnity the Carrier against all loss, damage, fines and expenses arising or resulting from inaccuracies in or inadequacy of such particulars or from any other cause in connection with the goods for which the Carrier is not responsible.
(1) Freight and charges shall be deemed fully earned on receipt of the goods by the Carrier and shall be paid and non-returnable in any event.
(2) The Merchant’s attention is drawn to the stipulations concerning currency in which the freight and charges are to be paid, rate of exchange, devaluation and other contingencies relative to the freight in the applicable Tariff.
(3) The freight has been calculated on the basis of particulars furnished by or on behalf of the Shipper. The Carrier may at any time open any Container or other package or unit in order to reweigh, measure or revalue the contents and if the particulars furnished by or on behalf of the shipper are incorrect, it is agreed that a sum equal to either five times the difference between the correct freight and the freight charged or to double the correct freight less the freight charged, whichever sum is the smaller shall be payable as liquidated damages to the Carrier.
The Carrier shall have a lien on the goods and any documents relating thereto for all sums payable to the Carrier under this contract and for general average contributions to whomsoever due and for the cost of recovering the same and for that purpose shall have the right to sell the goods by public auction or private treaty without notice to the Merchant.
15. OPTIONAL STOWAGE
(1) The goods may be packed by the Carrier in containers or in or on similar articles of transport used to consolidate goods
(2) Goods packed in Containers, whether by the Carrier or the Merchant, may be carried on deck or under deck without notice to the Merchant. Such Goods (other than livestock) whether carried on deck or underdeck shall participate in general average and shall be deemed to be within the definition of goods for the purposes of the Hague Rules or the Hague Visby Rules.
16. DECK CARGO AND LIVESTOCK
Neither the Hague Rules nor the Hague Visby Rules if otherwise applicable shall apply to this contract where the goods carried hereunder consist of livestock and goods (not being goods stowed in containers other than flats or pallets) which are stated herein to be and are carried on deck. Such goods and livestock whether the latter are carried on deck or underdeck are carried without responsibility on the part of the Carrier for loss or damage of whatsoever nature arising during carriage by sea whether caused by unseaworthiness or negligence or any other cause whatsoever.
17. METHODS AND ROUTE OF TRANSPORTATION
(1) The Carrier may at any time and without notice to the Merchant:
(a) use any means of transport or storage whatsoever.
(b) transfer the goods from one conveyance to another including transshipping or carrying the same on another vessel than that named overleaf or by any other means of transport whatsoever.
(c) unpack and remove the goods which have been packed into a Container and forward the same in a Container or otherwise
(d) use or proceed by any route in his discretion (whether or not the nearest or most direct or customary or advertised route) and use or proceed to or stay at any place or port whatsoever once or more often and in any order.
(e) load or unload the goods at any place or port (whether or not any such port is named overleaf as the Port of Loading or Port of Discharge) and store the goods at any such place or port.
(f) comply with any orders or recommendations given by any government or authority or any person or body acting or purporting to act as or on behalf of such government or authority or having under the terms of the insurance on the conveyance employed by the Carrier the right to give orders or directions.
(g) permit the vessel to proceed with or without pilots.
(2) The liberties set out in sub-paragraph (1) may be invoked by the Carrier for any purpose whatsoever whether or not connected with the carriage of the goods, including undergoing repairs, towing or being towed, adjusting instruments, dry docking and assisting vessels in all situations. Anything done in accordance with sub-paragraph (1) or any delay arising therefrom shall be deemed to be within the contractual carriage and shall not be a deviation.
18. MATTERS AFFECTING PERFORMANCE
If it shall be considered by the Carrier at any time that the carriage or continuance thereof may subject the ocean vessel or other form of transport to any hindrance, risk, delay, difficulty or disadvantage of any kind and howsoever arising (even though the circumstances giving rise to such hindrance, risk, delay difficulty or disadvantage existed at the time this contract was entered into or the goods were accepted for carriage) and which cannot be avoided by the exercise of reasonable endeavors, the Carrier (whether or not the carriage is commenced) may without notice to the Merchant treat the performance of this contract as terminated and place the goods or any part of them at the Merchant’s disposal at any place or port which the Carrier may deemed safe and convenient whereupon the responsibility of the Carrier in respect of such goods shall cease. The Carrier shall nevertheless be entitled to full freight on the goods received for carriage and the Merchant shall pay any additional costs of carriage to and delivery and storage at such place or port.
19. DANGEROUS GOODS
(1) The Merchant undertakes not to tender for transportation any goods which are of a dangerous, inflammable, radioactive or damaging nature without previously giving notice of their nature to the Carrier and obtaining his express consent and marking the goods and the container or other covering on the outside as required by any laws or regulations which may be applicable during the carriage.
(2) If the requirements of sub-paragraph (1) are not complied with, the Merchant shall indemnity the Carrier against all loss, damage or expense arising out of the goods being tendered for transportation or handled or carried by the Carrier.
(3) Goods which in the opinion of the Carrier are or at any time become dangerous, inflammable, radioactive or damaging may at any time or place be unloaded, destroyed or rendered harmless without compensation, and if the Merchant has not given notice of their nature to the Carrier under sub-paragraph (1) above, the Carrier shall be under no liability to make any general average contribution in respect of such goods.
20. REGULATION RELATION TO GOODS
The Merchant shall comply with all regulations or requirements of customs, port and other authorities and shall bear and pay all duties, taxes, fines, imposts, expenses or losses incurred or suffered by reason thereof or by reason of any illegal, incorrect or insufficient marking, numbering or addressing of the goods, and shall indemnify the Carrier in respect thereof.
21. NOTIFICATION AND DELIVERY
(1) Any mention herein of parties to be notified of the arrival of the Goods is solely for information of the Carrier, and failure to give such notification shall not involve the Carrier in any liability nor relieve the Merchant of any obligation hereunder.
(2) The Merchant shall take delivery of the Goods within the time provided for in the Carrier’s applicable Tariff (See Clause 2).
(3) If the Merchant fails to take delivery of the goods or part of them within 20 days of its becoming due under sub-paragraph (2) above, the Carrier may without notice either
(a) unpack the goods or that part thereof and/or store the goods or that part thereof ashore, afloat in the open or under cover in which event such storage shall constitute due delivery hereunder, and thereupon all liability whatsoever of the Carrier in respect of the goods or that part thereof shall cease and the cost of such storage (if paid or payable by the Carrier) shall forthwith upon demand be paid by the Merchant to the Carrier; or
(b) If in his opinion the goods are likely to deteriorate, decay, become worthless or incur charges whether for storage or otherwise in excess of their value, sell or dispose of the goods and apply the proceeds of sale in reduction of any amount due to the Carrier from the Merchant under this bill of lading.
22. BOTH-TO-BLAME COLLISION CLAUSE
If the (carrying) ship comes into collision with another ship as a result of negligence of the other ship and any act, neglect or default in the navigation or the management of the carrying ship, the Merchant undertakes to pay the Carrier, or where the Carrier is not the owner and in possession of the carrying ship, to pay to the Carrier as trustee for the owner and/or demise charterer of the carrying ship, a sum sufficient to indemnity the Carrier and/or the owner and/or demise charterer of the carrying ship 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 Merchant paid or payable by the other or non-carrying ship or her owners to the Merchant 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 her owner or demise charterer or the Carrier. The foregoing provisions shall also apply 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 in respect of a collision, contact, stranding or other accident.
23. GENERAL AVERAGE
(1) General average shall be adjusted at any port or place in the option of the Carrier in accordance with the York-Antwerp Rules 1994, provided that where an adjustment is made in accordance with the law and practice of the United States of America or of any other country having the same or similar law or practice the following sub-clauses (a) and (b) shall apply;
(a) 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 consequences 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
(b) If a salving vessel is owned or operated by the Carrier, salvage shall be paid for as fully as if the said salving vessel belonged to strangers.
(2) If the Carrier delivers the goods without obtaining security for general average contributions, the Merchant by taking delivery of the goods undertakes personal responsibility to pay such contributions and to provide such cash deposit or other security for the estimated amount of such contributions as the Carrier shall reasonably require.
(3) The Carrier shall be under no obligation to exercise any lien for general average contributions due to the Merchant.
24、LAW AND JURISDICTION
Disputes arising under this Bill of Lading may only be instituted in the country where the Carrier has his principal place of business and shall be decided according to the law of such country.
（1）The Merchant undertakes not to tender for transportation any goods which require refrigeration without previously giving written notice of their nature and particular temperature range to be maintained and in the case a refrigerated container packed by or on behalf of the Merchant further undertakes that the Goods have been properly stowed in the container and that its thermostatic controls have been adequately set by him before receipt of the goods by the Carrier if the above requirements are not complied with, the Carrier shall not be liable for any loss of or damage to the goods howsoever arising.
（2）The Carrier shall not be liable for any loss of or damage to the Goods arising from latent defects, derangement, breakdown, stoppages of the refrigerating machinery, plant, insulation and/or any apparatus of the container, vessel, conveyance and any other facilities , provided that the Carrier shall before or at the beginning of the transport exercise due diligence to maintain the refrigerated container in an efficient state.
26. CONTAINER AND VEHICLE DEMURRAGE
Attention is drawn to the Carrier’s terms and conditions for container and Vehicle Demurrage which apply to this contract and which may be obtained from the Carriers or their Agents.
27. REPOSITIONING OF CONTAINERS
Where containers owned or leased by the Carrier are unpacked at the Merchants premises, the Merchant is responsible for returning the empty containers with interiors brushed and clean to the port or place of discharge or to the point or place designated by the Carrier, his servants or Agents, within the time prescribed to them. Should a container not be returned within the prescribed time, the Merchant shall be liable for any demurrage, loss or expenses which may arise from such non-return.