1. DEFINITIONS

1. Carrier means SILMAR SHIPPING FZCO (and, where the context requires, its owners, charterers, managers, operators, servants, agents, and Sub-contractors).
2. Merchant includes the Shipper, Holder, Consignee, Receiver of the Goods, Booked By, Forwarder, NVOCC, Booking Party or similar, 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, including their servants, agents and principals, jointly and severally.
3. Goods means the cargo described on the face of this B/L and, where appropriate, the Container(s) and packing supplied by or on behalf of the Merchant.
4. Container includes any container (including an open-top container), flat rack, pallet, trailer, tank, flexibag or other unit or equipment used to carry the Goods.
5. Sub-contractor includes, without limitation, owners, operators and charterers of vessels (other than the Carrier), stevedores, terminal and depot operators, warehousemen, inland carriers (road, rail or inland waterway), and independent contractors engaged by or on behalf of the Carrier.
6. Hague Rules means the International Convention for the Unification of Certain Rules of Law Relating to Bills of Lading, 1924.
7. Hague-Visby Rules means the Hague Rules as amended by the Brussels Protocol of 1968 and the SDR Protocol of 1979, as enacted in the relevant country.
8. SDR means Special Drawing Right as defined by the International Monetary Fund.
9. Ocean Transport / Port-to-Port means carriage from the Port of Loading to the Port of Discharge stated on the face hereof.
10. Multimodal Transport (also “Combined Transport”) means carriage from the Place of Receipt to the Place of Delivery stated on the face hereof that includes one or more inland legs in addition to any sea leg.
11. VGM means Verified Gross Mass under SOLAS regulations.
12. Tariff means the Carrier’s applicable tariff(s), schedules, surcharges and ancillary terms, as amended from time to time.

2. TARIFF; INCORPORATION & PRECEDENCE

1. The Tariff is incorporated by reference and forms part of these Terms. It includes, without limitation, provisions on free time, storage, demurrage, detention, and local charges. Copies are available on request.
2. In case of inconsistency between this B/L and the Tariff, these Terms shall prevail.

3. ACCEPTANCE; NEGOTIABILITY; EVIDENCE

1. Acceptance. In accepting or using this Bill of Lading, whether by taking or demanding delivery of the Goods, presenting, negotiating or otherwise relying upon it, the Merchant agrees that the terms and conditions printed on the front and reverse hereof, together with the Carrier’s applicable Tariff as incorporated by Clause 2, constitute the entire contract of carriage and/or bailment between the Merchant and the Carrier in respect of the Goods. The Merchant further agrees that the receipt, custody, loading, handling, carriage, relay, transshipment, discharge, delivery and any other services whatsoever performed by or on behalf of the Carrier in respect of the Goods shall be subject to and governed by such terms and conditions, in every contingency, and that such terms and conditions shall govern all relations between the Merchant and the Carrier, its servants, agents, contractors, the Master and the Vessel, whether the Carrier is acting as carrier, bailee or otherwise.
2. Negotiability & Title. This B/L is non-negotiable unless issued “to order” or “to bearer”. If negotiable, the Holder is entitled to delivery and to transfer title by endorsement and delivery.
3. Prima facie evidence; Conclusiveness. This B/L is prima facie evidence of receipt by the Carrier of the Goods as described. As against a bona fide third-party Holder for value, proof to the contrary of statements in this B/L relating to quantity, marks and apparent order and condition shall not be admissible to the fullest extent permitted by applicable law.

4. MERCHANT’S AUTHORITY; JOINT AND SEVERAL LIABILITY

1. The Merchant warrants it is, or is authorized by, the owner or person entitled to possession of the Goods and of this B/L.
2. All Persons comprising the Merchant are jointly and severally liable for all obligations, charges, and liabilities of the Merchant under this B/L, including payment of all freight, charges, demurrage, detention, storage, indemnities and legal costs, without set-off, counterclaim or deduction.

5. SUB-CONTRACTING; HIMALAYA PROTECTION; THIRD-PARTY RIGHTS

1. The Carrier may sub-contract the whole or any part of the carriage and/or any services in relation to the Goods on any terms.
2. No liability of Servants/Sub-contractors. No servant, agent, or Sub-contractor of the Carrier shall be liable to the Merchant for any loss, damage or delay arising during services performed in connection with the Goods, even if due to negligence.
3. Covenant not to sue; Indemnity. The Merchant undertakes that no claim shall be made against any such person; if a claim is nevertheless made, the Merchant shall indemnify the Carrier against all consequences.
4. Extensions of defenses. Every exemption, limitation, defense, liberty and immunities of the Carrier under this B/L (including law and jurisdiction) shall be available to and enforceable by such persons.
5. Agent/trustee and 1999 Act. The Carrier contracts on its own behalf and as agent or trustee for such persons, who shall to that extent be deemed parties to this contract and may rely on the UK Contracts (Rights of Third Parties) Act 1999.

6. PERIOD AND SCOPE OF RESPONSIBILITY

1. Ocean Transport (Port-to-Port)
(a) As between Port of Loading and Port of Discharge, the Carrier’s liability for loss or damage shall be determined in accordance with Articles 1–8 of the Hague Rules as enacted, or where applicable, the Hague-Visby Rules, as a matter of contract.
(b) The Carrier shall not be liable for loss, damage or delay before taking the Goods into its custody at the Port of Loading or after tendering the Goods for delivery at the Port of Discharge, however caused. If any compulsory law extends the period of responsibility, the Carrier shall have the benefit of all defenses, rights and limitations of the Hague or Hague-Visby regime during such period.
2. Multimodal Transport
(a) The Carrier is responsible from Place of Receipt (or Port of Loading) to Place of Delivery (or Port of Discharge), but not before initial custody or after tender of delivery.
(b) Stage unknown. If the stage where loss or damage occurred is unknown, the Carrier shall not be liable if it proves the loss resulted from:
(i) act/omission of the Merchant;
(ii) compliance with instructions of a person entitled to give them;
(iii) insufficiency or defective packing or marks;
(iv) handling, loading, stowage or unloading by or on behalf of the Merchant;
(v) inherent vice;
(vi) strikes or labor disturbances;
(vii) nuclear incident; or
(viii) any cause or event which the Carrier could not avoid and the consequences of which it could not prevent by reasonable diligence. Where evidence suggests (iii)-(v), it shall be presumed the loss so resulted unless the Merchant proves otherwise.
(c) Stage known. If the stage is known:
• Sea carriage: Hague or Hague-Visby Rules apply by contract.
• Inland carriage: Liability shall be determined by any applicable international convention or mandatory national law (e.g., CMR/CIM), or failing such, by the actual performing carrier’s contract/tariff; in all cases, the Carrier’s liability shall not exceed the lesser of the limit under such law/contract/tariff or the limit stated in Clause 18.
3. Pre-/On-Carriage Arranged as Agent (where no Multimodal carriage). If no Place of Receipt and/or Place of Delivery is stated on the face hereof (Port-to-Port B/L), yet the Carrier arranges pre-carriage or on-carriage at the Merchant’s request, it does so as agent only, and assumes no liability for such inland carriage or for acts/omissions of the inland carrier, even if combined freight has been collected.

7. METHODS AND ROUTES; LIBERTIES; NO DEVIATION

1. At any time and without notice, the Carrier may: carry the Goods or any part of them on any vessel or other means of transport, whether or not owned or operated by the Carrier and whether or not named on the face hereof, and whether proceeding directly or indirectly to the Port of Discharge or Place of Delivery; use any means of storage; transship or transfer; unpack and forward in any manner; proceed by any route at any speed (with or without pilots), call at, omit or return to any port or place (including back to the Port of Loading), in or out of the customary route; load or discharge at any place whether named herein or not; and comply with orders or recommendations of any government, authority or person having the right to give orders under insurance terms.
2. 7.2 Any act or omission under 7.1 and any delay resulting shall not be a deviation but shall be deemed part of the contractual carriage.

8. MATTERS AFFECTING PERFORMANCE

1. If at any time carriage is or is likely to be affected by any hindrance, risk, delay, difficulty or disadvantage of whatsoever kind which cannot be avoided by reasonable endeavours (whether or not existing at the time of contract or receipt of the Goods), the Carrier may, without prior notice and at its sole discretion:
(a) carry the Goods by an alternative route to the contract destination and charge additional freight and costs; or
(b) suspend carriage and store the Goods ashore or afloat, covered or not, and thereafter forward as soon as practicable, charging additional freight and costs; or
(c) abandon the Carriage of the Goods and place the Goods at the Merchant’s disposal at any place or port which the Carrier may deem 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 the Carriage to, and delivery and storage at, such place or port. If the Carrier elects to use an alternative route or to suspend the Carriage this shall not prejudice his right subsequently to abandon the Carriage.

9. MERCHANT-PACKED CONTAINERS; VGM

1. When a Container is stuffed, packed, sealed or weighed by or on behalf of the Merchant (“Shipper’s Load, Stow & Count”):
(a) the Carrier is not responsible for loss, damage or shortage due to packing, stowage, securing, stuffing, mis-declaration of weight or contents, or the condition of the Container when delivered by the Merchant;
(b) the Merchant warrants the Container is properly and safely packed and secured and fit for carriage; and
(c) the Merchant shall indemnify the Carrier for all consequences of breach of this clause.
2. VGM. The Merchant shall provide an accurate Verified Gross Mass (VGM) in accordance with SOLAS and any applicable regulations, in the time and form required. Failing this, the Carrier may obtain a weight or refuse loading at the Merchant’s risk and expense, and the Merchant shall indemnify the Carrier for delay, penalties, storage, demurrage/detention and all related costs.

10. OPTIONAL STOWAGE; DECK CARGO; LIVESTOCK

1. The Carrier may pack or consolidate the Goods in Containers and may carry the Goods under deck or on deck without notice.
2. Except as provided in 10.3, Goods carried on deck (including in Containers) participate in General Average and shall be treated as “Goods” under the applicable regime. The Carrier is not required to mark this B/L to record deck carriage.
3. Goods stated on the face hereof to be carried on deck and live animals (whether or not carried on deck) are carried entirely at the Merchant’s risk, and the Carrier shall have no liability for loss, damage or delay howsoever caused (including unseaworthiness or negligence), and the Hague/Hague-Visby Rules shall not apply to such carriage. As to live animals, the Master may, in his sole discretion, destroy or jettison any animal posing risk to life, property or the voyage, without liability. The Merchant shall indemnify the Carrier for all extra costs in connection with live animals.

11. DANGEROUS GOODS

1. The Merchant shall not tender for carriage any goods of a dangerous, hazardous, noxious, injurious, flammable, radio-active or damaging nature without prior written notice of their exact nature, UN number, class, label and emergency instructions, and without distinctly marking and packing them in compliance with all laws and codes (including the IMDG Code).
2. If such Goods are tendered without compliance with 11.1, or become a danger, the Carrier may, at any time and place, unload, destroy, render harmless, or dispose of them without compensation and without prejudice to freight.
3. The Merchant shall indemnify the Carrier for all claims, fines, penalties, losses, damages, delay and expenses arising from such Goods or breach of this clause, including any measures taken under 11.2. Nothing herein deprives the Carrier of any other rights.

12. PERISHABLE / TEMPERATURE-CONTROLLED GOODS

1. Goods are carried in ordinary Containers without special protection unless it is expressly noted on the face hereof that they will be carried in a refrigerated, heated, ventilated or otherwise specially equipped Container or will receive special attention. The Merchant shall give written notice of the required temperature or settings prior to delivery to the Carrier.
2. If a temperature-controlled Container is packed by or on behalf of the Merchant, the Merchant warrants that the Goods have been properly pre-cooled and properly stowed, and that the thermostat and controls have been correctly set before delivery to the Carrier.
3. Refrigerated Containers are not designed to reduce cargo temperature and are not designed to control humidity to a specific level; the Carrier does not guarantee any humidity level.
4. The Carrier shall not be liable for loss or damage arising from condensation (“container sweat”).
5. The Carrier shall not be liable for loss or damage arising from latent defect, derangement, breakdown or stoppage of refrigerating or ventilating machinery, plant, insulation or other facilities of the Container, vessel or conveyance, provided the Carrier exercised due diligence to maintain any Carrier-supplied Container in an efficient state before and at the beginning of carriage.
6. If the Merchant fails to comply with this clause, the Carrier shall not be liable for any resulting loss, damage or delay, howsoever arising.
7. The term "apparent good order and condition" when used in this bill of lading with reference to Goods which require refrigeration does not mean that the Goods, when received were verified by the Carrier as being at the designated carrying temperature. Merchant acknowledges that the Carrier is under no obligation to verify the internal temperature or condition of such Goods at receipt.

13. NOTIFICATION; DISCHARGE; DELIVERY; STORAGE; DISPOSAL

1. Any notice of arrival is given for information only. Failure to notify shall not involve the Carrier in any liability nor relieve the Merchant of any obligation.
2. The Merchant shall take delivery as soon as reasonably practicable and within any free time under the Tariff. If the Merchant fails to do so, the Carrier may, without notice, unpack any Container and/or store the Goods ashore or afloat, in the open or under cover, at the Merchant’s sole risk and expense; such storage constitutes due delivery and the Carrier’s liability for those Goods ceases.
3. If the Carrier is obliged to deliver the Goods into the custody of customs, port or any other authority, such delivery constitutes due delivery.
4. Unclaimed / deteriorating Goods. If the Goods are unclaimed within a reasonable time, or are likely to deteriorate/decay or become worthless or to incur charges exceeding their value, the Carrier may, without notice, sell, abandon or otherwise dispose of the Goods at the Merchant’s risk and expense, and apply any proceeds against sums due.
5. Failure or refusal by the Merchant to take delivery or to mitigate loss constitutes a waiver of any claim against the Carrier relating to the Goods or the carriage.
6. Change of delivery place. If the Carrier agrees to deliver at a place other than stated on the face hereof, the Terms shall continue to apply to the amended place only to the extent provided in the Tariff; otherwise, the Carrier acts as agent for the Merchant for any on-carriage beyond the original place, without liability.

14. FREIGHT, EXPENSES AND FEES

1. Freight is calculated on the particulars furnished by or on behalf of the Merchant. The Carrier may open/scan and inspect the Goods; if particulars are incorrect, the Merchant shall pay the correct freight and all inspection and related expenses.
2. Freight earned. Freight is earned on receipt of the Goods by the Carrier and is non-returnable in any event, ship or Goods lost or not lost, voyage broken up or abandoned.
3. Sums due to the Carrier are payable on demand in the currency stated pursuant to the Tariff. In case of discrepancy between amounts on this B/L and the Carrier’s invoice, the invoice shall prevail.
4. All freight and charges shall be paid without any set-off, counterclaim, deduction or stay of execution, at latest before delivery of the Goods.
5. Late payment. If the Merchant fails to pay when due, the Merchant shall be liable for service fees, interest on overdue sums, reasonable attorney’s fees and collection costs. Payment to a forwarder, broker or other third party is at the Merchant’s risk until actually received by the Carrier.
6. If the Carrier accepts instructions to collect freight or charges from the Consignee or other third party and such party fails to pay when due, the Merchant remains liable on demand.
7. Any credit granted is at the Carrier’s discretion and subject to the Carrier’s credit terms (available on request). No credit or extension shall constitute a waiver of any lien or right.
8. Other costs. The Merchant shall be liable for all costs and expenses of fumigation, gathering and sorting loose cargo, weighing onboard, and repairing damage to and replacing packing due to excepted causes, and for any extra handling of the Goods for any such reasons.
9. Duties & taxes. The Merchant shall be liable for all dues, duties, taxes and charges levied on the Goods, or on freight or on the vessel in connection with the Goods.

15. DESCRIPTION OF GOODS; COMPLIANCE; SECURITY FILINGS; MIS-DECLARATION

1. The Merchant warrants that all particulars relating to the Goods (marks, number, quantity, weight, nature, value, condition and any special characteristics) are true and complete. The Carrier is not bound by nor responsible for the accuracy of such particulars beyond apparent good order and condition externally observable at receipt.
2. The Merchant warrants that the Goods are not contraband or prohibited, and that all laws and regulations (including customs, export, import, sanctions, dangerous goods, and security filings such as AMS/ACI/ENS) have been complied with. The Merchant shall provide timely and accurate information and documents required for any filing or advance manifest.
3. The Merchant shall indemnify the Carrier against all claims, liabilities, losses, fines, penalties, damages, delay and expenses arising from breach of this clause, including any detention, examination, re-export, seizure or measures by any authority.
4. Mis-declaration – liquidated damages. If the Merchant has misstated, concealed or failed to disclose the true weight, measurement, nature, value or hazardous character of the Goods, the Carrier shall be entitled to liquidated damages equal to double the freight that would have been due had the correct particulars been given, without prejudice to the Carrier’s right to recover any additional losses, costs and penalties, and to open/inspect and to obtain copies of the Merchant’s shipping documents at the Merchant’s cost.
5. Containers – care and return. Containers and equipment supplied by or on behalf of the Carrier are delivered in apparent good order and must be returned clean, free of residue and odour, with all fittings, to the point and within the time prescribed by the Carrier. The Merchant is liable for detention/demurrage and for loss or damage to such equipment (however caused, except to the extent caused by the Carrier’s neglect), and shall indemnify the Carrier for third-party claims relating thereto.

16. INSPECTION; ORDERS OF AUTHORITIES

1. The Carrier may open and/or scan any package or Container and inspect the contents at any time. If the Goods cannot safely or properly be carried further without incurring additional expense or taking measures, the Carrier may, as agent for the Merchant and without notice, take any steps or incur reasonable extra expense to carry or continue the carriage, and/or sell, dispose of, abandon or store the Goods ashore or afloat, covered or not, at any place, and such action shall constitute due delivery; the Merchant shall indemnify the Carrier for all reasonable expenses. The Carrier is not obliged to take any particular steps and shall not be liable for loss, delay or damage arising from any action or inaction under this clause.
2. If customs or any authority require the Goods or Container to be opened, inspected, devanned or re-packed, the Carrier shall not be liable for resulting loss, damage or delay, and all costs and consequences (including storage, demurrage/detention and fines) shall be for the Merchant’s account.

17. LIEN

The Carrier shall have a general and particular lien on the Goods and any documents relating thereto, and on any other goods of the Merchant in the Carrier’s possession, for all sums due at any time to the Carrier (including freight, charges, demurrage/detention, storage, GA contributions, fines, expenses and legal costs) in respect of the Goods or any other goods. The Carrier may sell the Goods privately or by auction, at the Merchant’s risk and expense, upon reasonable notice, and apply the proceeds to amounts due (including sale costs). The Carrier shall also have a lien on sub-freights payable to the Merchant.

18. LIABILITY; CLAUSE PARAMOUNT; LIMITS; DELAY; AGGREGATE CAP

1. Clause Paramount.
(a) Where the Hague-Visby Rules are enacted in the country of shipment, they shall apply. If not enacted in the country of shipment, but enacted in the country of destination, they shall apply. If neither is enacted, the Hague-Visby Rules shall apply by contract (unless the Hague Rules apply compulsorily).
(b) The Carrier shall in no case be responsible for loss or damage prior to loading or after discharge, or in respect of deck cargo stated as such and live animals (see Clause 10).
2. Error in navigation / fire / terminal operators. The Carrier shall not be liable for any loss, damage or delay caused by fire or explosion on board not caused by the actual fault or privity of the Carrier, or by act, neglect or default in the navigation or management of the vessel; nor for acts or omissions of independent terminal, depot or warehouse operators to whom the Goods have been entrusted.
3. Limitation. Subject always to any compulsorily applicable law, the Carrier’s liability for loss of or damage to the Goods shall in no event exceed 2 SDR per kilogram of gross weight of the Goods lost or damaged (or the applicable limitation under the compulsorily applicable regime, including any per-package limit, if higher for the claimant under such regime). Nothing herein deprives the Carrier of any right to limit liability under any applicable statute or convention (including tonnage limitation), which rights are preserved as if the Carrier were the owner of the carrying vessel.
4. Delay; consequential loss. The Carrier does not undertake that the Goods shall arrive at any particular time or to meet any market or use, and shall have no liability for delay howsoever caused. If the Carrier is nevertheless held liable for delay by applicable law, such liability shall not exceed the freight paid for the carriage (or, if the stage is known, the freight applicable to that stage). In no event shall the Carrier be liable for indirect or consequential loss, including loss of profit, loss of market, or punitive/exemplary damages.
5. Aggregate cap. The aggregate liability of the Carrier, its servants, agents and Sub-contractors shall not exceed the limitations applicable to the loss of the Goods as set out herein.

19. GENERAL AVERAGE; SALVAGE; BOTH-TO-BLAME; NEW JASON

1. General Average. General Average shall be adjusted at any port, at the Carrier’s option, according to the York-Antwerp Rules 2016 or any later revision adopted by the Carrier, and as to matters not provided for by those Rules, according to the laws and usage of the port of adjustment. The Merchant shall provide cash deposits or acceptable security as required.
2. Salvage. Salvage remuneration shall be payable notwithstanding that the services were rendered by or to the property of a party to this contract, and shall be apportioned on the basis of salved values.
3. Both-to-Blame Collision Clause. If the carrying vessel collides with another vessel as a result of the negligence of both vessels, and if the Merchant obtains a recovery against the other vessel or her owners, the Merchant shall indemnify the Carrier, to the extent required by law, against any loss or liability to the other 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 vessel or her owners to the Merchant.
4. 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 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.

20. NOTICE OF LOSS; TIME BAR

1. Unless notice of loss or damage and the general nature of such loss or damage is given in writing to the Carrier or its agent at the Place of Delivery (or, if none is stated, at the Port of Discharge) before or at the time of removal of the Goods by the Merchant, or, if the loss or damage is not apparent, within three (3) days thereafter, such removal shall be prima facie evidence of delivery by the Carrier as described in this B/L.
2. Suit time. The Carrier shall be discharged from all liability unless suit is brought within one (1) year after delivery of the Goods or the date when the Goods should have been delivered. For claims arising from loss or damage occurring during inland carriage, suit must be brought within the shorter of nine (9) months from delivery (or the date the Goods should have been delivered) or any mandatory shorter period under the applicable law or convention governing that stage of carriage. In any event, no suit may be brought later than one (1) year as above.

21. LAW AND JURISDICTION; ARBITRATION

1. This B/L and any non-contractual obligations arising out of or in connection with it shall be governed by English law.
2. Any dispute, controversy or claim arising out of or in connection with this B/L, including any question regarding its existence, validity or termination, which is not resolved amicably within 60 days, shall be referred to and finally resolved by arbitration at the Dubai International Arbitration Centre (DIAC) under the DIAC Arbitration Rules. The tribunal shall consist of one arbitrator, the seat and venue shall be Dubai, UAE, and the language shall be English.
3. Carrier’s option. Notwithstanding 21.2, the Carrier may, at its sole option, commence proceedings against the Merchant in any court of competent jurisdiction at the Merchant’s place of business or where the Goods or assets of the Merchant may be found, and the Merchant submits to such jurisdiction.

22. VARIATION; SEVERABILITY; HEADINGS; LANGUAGE

1. No variation of these Terms shall be effective unless expressly agreed in writing by the Carrier. No servant, agent or Sub-contractor has authority to waive or vary these Terms.
2. If any provision is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force.
3. Headings are for convenience only and do not affect interpretation.

23. SANCTIONS & EXPORT CONTROLS

1. Warranties. The Merchant warrants, on a continuing basis, that
(a) neither it nor any party with an interest in the Goods (including the shipper, consignee, notify party, end-user, owner, or any person owning, controlling or benefiting from the Goods) is a person or entity that is the target of, or is owned or controlled by a target of, any sanctions, prohibitions or restrictions administered or enforced by the United Nations, the European Union, any EU Member State, the United Kingdom, the United States (including OFAC), the United Arab Emirates, or any other relevant national or international authority (“Sanctions”);
(b) the Carriage, the route, the ports or places of loading/discharge, any transhipment, and any trading or financing involved, do not and will not breach Sanctions; and
(c) all licences/authorisations required under applicable Sanctions and export control laws have been obtained and remain valid.
2. Carrier’s rights. If at any time the Carrier reasonably believes the Merchant’s warranties in Clause 1 are or may be breached, or that performance may expose the Carrier, the Vessel, any subcontractor or their insurers to a risk of Sanctions, the Carrier may, at its sole discretion and without liability:
(a) refuse booking or performance;
(b) cancel the Carriage in whole or in part;
(c) deviate, discharge, store or otherwise deal with the Goods at any safe place;
(d) require alternative instructions acceptable to the Carrier; or
(e) take any steps the Carrier considers necessary to mitigate its exposure. Any such measures shall constitute due delivery, and all resulting time, costs and expenses (including storage, detention/demurrage, port and handling charges, extra freight and legal fees) shall be for the Merchant’s account.
3. Indemnity. The Merchant shall indemnify and hold the Carrier harmless against all losses, liabilities, fines, penalties, costs and expenses arising from any actual or alleged breach of Clause 23 or Sanctions exposure connected with the Goods, the Merchant or any person with an interest in the Goods.
4. No waiver. Nothing in this Clause limits any other rights or defences available to the Carrier under these Terms and Conditions, law or tariff.

24. ELECTRONIC COMMERCE AND ELECTRONIC BILLS OF LADING (EBL)

1. Electronic records and platforms. Where the Carrier has expressly agreed to issue or process this Bill of Lading or any related transport document in electronic form, such document may be issued, signed, endorsed, transferred and/or exchanged only via a recognised electronic trade system or platform approved by the Carrier (including but not limited to platforms enabling negotiable electronic bills of lading) (an “e-Trade System”). Electronic signatures and records created and maintained within an e-Trade System shall have the same effect as wet-ink signatures and paper originals, to the extent permitted by applicable law. For the avoidance of doubt, emails, facsimiles, PDFs, scanned images or other electronic copies of any paper Bill of Lading or transport document (or of any eBL issued on an e-Trade System) do not constitute issuance, transfer or surrender of such document and are treated as copies for information only.
2. Control & title. Where a negotiable eBL is used, the person recorded as the lawful holder or controller on the relevant e-Trade System shall be deemed the lawful holder for all purposes. Presentation, transfer and surrender requirements shall be satisfied by the rules of that e-Trade System.
3. Fallback to paper. The Carrier may, at its discretion, or if an e-Trade System is unavailable, insecure or not accepted by any authority or intermediary, require a reversion to paper documents or issue paper replacements. The Merchant shall promptly cooperate and bear all reasonable related costs. Any paper print-out or dematerialised copy issued by the Carrier to replace an electronic document shall be treated as an original.
4. Platform risk. The e-Trade System provider is not the Carrier’s agent. The Carrier shall not be liable for any loss, delay, error, corruption, cyber incident, outage, incompatibility, unauthorised access or other event arising from or in connection with any e-Trade System or network, save to the extent caused by the Carrier’s wilful misconduct. The Merchant remains responsible for maintaining its own system access, security, authorisations and audit trails.
5. KYC/AML. Use of an e-Trade System is subject to the Carrier’s onboarding, KYC/AML and platform rules. The Carrier may suspend or terminate electronic processing at any time where required by law, regulation or platform governance.

25. CYBER RISK AND DATA

1. Cyber risk. The Carrier shall exercise reasonable diligence to maintain commercially reasonable cyber-security measures in its own systems. The Carrier shall not be liable for any loss, damage, delay, mis-delivery or failure in performance caused by or arising from any cyber incident, data breach, malware, ransomware, distributed denial-of-service, system outage or similar event affecting any information technology, operational technology or communications system used by the Carrier, its subcontractors, service providers or any e-Trade System, except to the extent such loss is proved to have been caused solely by the Carrier’s wilful misconduct.
2. Data use. The Merchant authorises the Carrier to collect, use and share shipment data (including personal data) with subcontractors, authorities, insurers and service providers (including e-Trade System providers) for the purposes of the Carriage, compliance and legitimate business interests, subject to applicable data protection laws.

26. VERIFIED GROSS MASS (SOLAS) — AUDIT & ENFORCEMENT

1. Provision & accuracy. The Merchant shall provide a Verified Gross Mass (“VGM”) in accordance with SOLAS and all applicable laws, standards and terminal rules, and warrants its accuracy.
2. Audit rights. The Carrier may, at any time, weigh or require weighing/inspection of any Container to verify the VGM. If a discrepancy exists or VGM is missing/late/defective, the Carrier may refuse receipt or loading, or arrange weighing/rectification at the Merchant’s risk and expense.
3. Consequences. All resulting delay, storage, reworking, additional handling, terminal/port charges, administrative fees, penalties, extra freight, demurrage/detention and any schedule disruption costs shall be for the Merchant’s account. The Carrier shall have no liability for failure to load, delay or misconnection arising from VGM issues.
4. Indemnity and Liquidated Damages. Mis-declaration of VGM constitutes a mis-declaration of the Goods. Without prejudice to other remedies, the Carrier may recover liquidated damages equal to two (2) times the freight applicable to the mis-declared Container(s), which the parties agree is a genuine pre-estimate of loss, in addition to all actual costs, fines and liabilities incurred.
5. Lien. The Carrier shall have a lien over the Goods and any sub-freights for all amounts due under this Clause.

27. ENVIRONMENTAL/REGULATORY COMPLIANCE SURCHARGES

1. Pass-through of compliance costs. The Merchant shall pay, in addition to freight and other charges, any surcharges, fees or costs reasonably incurred by the Carrier arising from present or future laws, regulations, market-based measures or industry schemes relating to emissions, fuels, energy efficiency or environmental compliance applicable to the Vessel or the Carriage, including (without limitation) the IMO EEXI/CII framework, FuelEU Maritime, the EU ETS and any similar regional or national carbon pricing, fuel levy, greenhouse gas intensity or low-sulphur/alternative fuel mandate (“Environmental Measures”).
2. Tariff & variation. Such surcharges may be published in and adjusted under the Carrier’s Tariff from time to time, or perishied on a trade or voyage basis, and shall be payable in the same manner and time as freight. Adjustments to reflect changed costs under Environmental Measures shall not constitute a variation or waiver of the contract.
3. Operational measures. The Carrier may implement speed optimisation, routeing, load consolidation, fuel switches or other reasonable operational measures to comply with Environmental Measures. Any resulting delay shall be subject to the delay regime and exemptions set out in these Terms and Conditions.

28. ONLINE STANDARD TERMS

These Terms for Carriage (the “Online Terms”) are the terms referred to in Clause 28 of Carrier’s Bills of Lading. For each shipment carried under a Carrier’s Bill of Lading, the version of these Online Terms in force on the date of issue of that Bill of Lading is incorporated into and forms part of the contract of carriage, supplementing the printed terms and conditions on the Bill of Lading. In case of any inconsistency, the printed terms and conditions on the Bill of Lading prevail. The Carrier may amend the Online Terms from time to time.