These general conditions apply to the carriage of goods by sea on the Ro-Ro cargo-only vessels of Fred. Olsen, S.A. (hereinafter, "the Carrier"). In the General Conditions, "Client" means both the shipper and the consignee named in the bill of lading.
1. Applicable regulations.
This Contract of Carriage is subject to the general conditions described in this document, and in all matters not specifically mentioned in this document, this Contract shall be governed by the provisions of Maritime Navigation Act 14/2014.
2. Scope of Transport.
This Bill of Lading covers the carriage in hold, in containers, as well as carriage by means of roll-on/roll-off vehicles, including dock/dock, dock/door, door/dock and door/door, as expressly agreed between the Client and the Carrier.
The carrier shall be free to perform the carriage by any route and itinerary that it deems appropriate, unless otherwise agreed. Said route need not be limited to the direct route between the ports of loading and discharge, and the carrier may alter such route to include or eliminate intermediate stops or calls, and the carrier may deviate from its route to save or attempt to save human life or property at sea, load or unload other cargo, perform bunkering or other operations related to loading, maintenance of the ship and crew, and shall not be liable for any loss or damage resulting from the same.
The Carrier is free to carry out the agreed carriage on the vessels, land vehicles, containers, rolling units, etc. that it deems appropriate, as well as to substitute them without the need to give prior notice to the Client. In particular, the Carrier may perform the carriage either on the ship designated in the consignment note, or on another ship or ships owned by the Carrier, or on any other ship or ships under its management or charter, or by any other means of transport, directly or indirectly bound for said port of discharge.
If such replacement of the means of transport is due to force majeure, unforeseeable circumstances, accidents or social conflicts, the costs incurred shall be borne by the Client.
The Carrier shall be free to tranship the goods, unload and store them, either ashore or on board another vessel, reload them and forward them to the port of discharge.
3. Carrier's liability in relation to maritime transport.
The carrier's liability regime under this bill of lading shall be governed by Maritime Navigation Act 14/2014, of 24 July 2014, by the International Convention for the Unification of Certain Rules Relating to Bills of Lading, signed in Brussels on 25 August 1924 and the protocols amending it to which Spain is a party. In no event shall the Carrier be liable for loss of or damage to goods occurring before loading or after discharge from the ship, or related to goods loaded on deck or live animals.
If the Carrier is held liable for delay, the Carrier's liability shall be limited to an amount equal to two and one-half times the freight payable on the goods affected by such delay, but shall not exceed the total amount of freight payable under this Bill of Lading.
The aggregate liability of the Carrier under this Contract and/or of any of its employees, staff members, agents or subcontractors shall under no circumstances exceed the limits of liability for total loss of the goods in accordance with the provisions of the regulations referred to in the first paragraph of this Condition (the Shipping Act and the Hague-Visby Rules).
The Client is not entitled to claim any amount for loss of profit or consequential damages.
4. Liability for pre- and post-sea transport.
In the event that the Carrier organises the phase prior to the maritime transport of the goods from a place other than the berthing area of the vessel at the port of loading or from the unloading of the goods to a place other than the berthing area of the vessel at the port of discharge, the Carrier shall contract with third parties at the customer's risk and expense, acting exclusively as the Client's agent. The Carrier shall not be liable for any loss, damage or fault in the goods occurring during such carriage prior to and/or after sea carriage between the ports of loading and discharge, even if the carriage charges for such transport have been collected by the Carrier.
5. Responsibility of the Client.
The Client is responsible for:
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the payment of all customs duties, taxes, excise duties, fees and any other charges, regardless of the name given to them, relating to the transported goods;
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penalties, surcharges and expenses related to non-compliance with customs, fiscal, sanitary or any other administrative regulations;
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compliance with the rules and deadlines for delivery and collection of the goods set out in Condition 6 relating to the loading and unloading of the ship; and
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the payment of freight under the conditions described in Condition 7.
The Client accepts liability for damage and/or expenses caused to the vessel, means of transport, cargo, containers, rolling stock or third parties due to the nature of the goods transported.
6. Loading and unloading.
(a) Both the loading and unloading of the goods or cargo units, whether full or empty, shall be arranged by the Carrier or its Agent.
(b) The cargo units shall be made available to the Carrier, in the port area designated by the Carrier, for loading and subsequent stowage on board the ship at least two (2) hours prior to the scheduled time of departure of the ship.
(c) The Client shall take charge of and care for the cargo units at its own risk and expense prior to loading and after discharge from the vessel, and the Customer shall be solely responsible for the proper stowage of the goods in the cargo units; the Carrier shall not be liable for improper stowage, lashing or arrangement of the goods in such cargo units. To this effect, the Client declares that they are aware of and accept the risks of maritime transport.
(d) Loading and unloading shall commence without prior notice.
(e) The Client or their Agent shall present the cargo units for loading as soon as the vessel can load and as fast as the vessel can receive them, in all cases, respecting the times set out in paragraph (b), which may be non-working days and/or hours, and including overtime, if the Carrier so requests, , whether customary at the port or not. If the Client fails to make the cargo units available to the Carrier in a timely manner when the vessel is ready to load, or fails to load as fast as the vessel can load, the vessel may leave port without notice, and the Customer shall be liable to the Carrier for false freight, costs and overtime incurred, losses, expenses and costs incurred by the Carrier.
(f) The Client shall take charge of the cargo unit as fast as the vessel is able to unload, even if it is on non-working days and/or during non-working hours. In the event that the Client or their representative does not collect the goods, the Carrier shall be deemed to have performed the Contract of Carriage between both parties as soon as the unloading of the cargo unit(s) covered by this Contract of Carriage has been completed. Once the loading units have been placed at the disposal of the Client or their representative at the dock or warehouse, the Client shall be liable for any damage or loss that may occur to the loading units and/or the goods, even in the event of an unforeseeable circumstance.
(g) If the Client fails to take charge of the cargo unit(s) as fast as the vessel can unload, or fails to remove the same at the port of destination within 24 hours, the Client shall be liable to the Carrier for any overtime costs, losses, costs and expenses, of whatever nature, incurred by the Carrier, including legal costs and expenses incurred in destroying the goods, as the case may be.
(g) If the cargo unit(s) are not removed within a reasonable period, or the Client or their representative is not found, or refuses to receive the same, the Carrier may request the deposit and sale of the same, including the goods contained therein in accordance with Spanish Law.
7. Freight and Expenses.
The price agreed when contracting the transport of the cargo units, whether paid or not, shall in no case be refundable. The Client may change the time and day of transport, provided that they request it at least 24 hours before the agreed date and time, and the transport may be carried out within one year from the Contract date. Once this period has elapsed without the contracted transport having been carried out, the Contract shall be terminated and shall be deemed without effect, with the Carrier retaining the amount of the price paid by the Client as compensation.
In the event that the Client does not request the change of time and day for the transport with the aforementioned 24 hours' notice and/or does not present the cargo units for loading at the agreed date and time, the Contract shall be terminated and be rendered without effect, with the Carrier retaining the amount of the price paid by the Client as compensation. In the case of Clients with credit, the Carrier shall invoice the price of the transport for which the reservation has been confirmed, and if the cancellation or modification of the same is not notified within the aforementioned time, the Client shall be obliged to pay the same.
Once the goods have been loaded and the carriage of the goods has commenced, the Client may not unload the cargo unit(s) at a place other than the port of discharge within the vessel's itinerary. The Client shall be responsible for all costs and expenses incurring in any extra handling of the cargo units covered by this Contract.
In the event of any stop to repair the vessel's hull, machinery or gear, the Client shall wait for the vessel to be repaired and may unload the vessel at their own expense if they deem it appropriate. Notwithstanding the foregoing, the Client shall pay the agreed freight and any damages caused to the Carrier, and shall not be entitled to claim any amount for such delay or any other damages.
If the Client loads more goods than agreed or if the goods loaded are heavier than declared, the Carrier is entitled to claim double the amount of freight that would have been due if the declaration had been made correctly, plus any costs incurred by the Carrier as a result. For the purpose of checking the accuracy of the data, the Carrier is entitled to obtain from the Client all necessary documentation accompanying the carriage and to verify the cargo and its contents, weight or measurement by means of the appropriate checks. In any case, the Client shall be liable for all consequences arising from this event. It is the Client's responsibility to provide the necessary documentation for the transport of the goods.
In the event that a Client fails to provide all the goods they have agreed to transport, they shall not be entitled to a reduction in the price of the transport and shall therefore be obliged to pay the full transport price.
In accordance with Articles 228 and 512, subsequent and concordant articles, of Maritime Navigation Act 14/2014 of 24 July and concordant regulations, the Carrier is entitled to request the deposit and sale of the transported goods in cases in which the Client does not pay the freight and/or its related expenses, including empty freight, delays and/or stoppages and/or detentions due and/or the part that may correspond to them pursuant to the general average principle, or fails to show up to collect the transported goods, and when it is impossible to complete the transport due to a fortuitous circumstance occurring during the voyage that makes its continuation impossible, illegal or prohibited.
8. Transported goods.
The Client shall be liable for any consequences arising from having shipped goods that differ in any way from those declared, whether such consequences affect the Carrier or third parties, and they shall also be liable for any consequences arising from inaccuracies in the customs declarations of such goods or from the lack of the relevant customs documentation.
Dangerous goods may not be shipped without prior declaration of their nature to the Carrier and without the express and prior consent of the latter for their carriage. They must be marked and labelled in all cases by the Shipper, in accordance with the regulations in force for each class of these goods. Should the Client ship dangerous goods in violation of the provisions of the preceding paragraph, they shall be liable to the Carrier and to the other shippers and/or customers for all damages caused; furthermore, such goods may at any time be unloaded, destroyed or rendered harmless as circumstances may require, without the right to compensation. Even in the case of the shipment of dangerous goods that have been correctly declared, these may be disembarked, destroyed or rendered harmless if they constitute a real danger to persons or property, without the right to compensation, unless the Carrier is responsible for this situation of danger, or when payment is due pursuant to the general average principle.
The Client is aware of the risks involved in maritime transport. The Carrier shall not be liable for any loss or damage caused to the cargo units and/or their contents and the Client shall cover any loss or expense incurred by the Carrier, if such loss, damage or expense has been caused by: (i) negligent loading, filling, stowage and/or lashing of the contents of the cargo unit; (ii) faulty stowage, packing and/or lashing of the goods in the cargo unit; (ii) if the contents are unsuitable for carriage in the cargo unit concerned; and/or (iii) due to the unsuitability or defective condition or malfunction, of whatever nature, of the cargo unit shipped.
In no case shall the Carrier, the vessel, the captain or crew of the vessel be liable for any damage to or loss of refrigerated or frozen goods shipped on board in containers or refrigerated vehicles due to any inadequacy or defects or damage thereto, since the vessel shall limit itself to providing a power supply to such containers or vehicles. The Carrier does not check the condition of perishable goods being transported at the time of shipment, and shall therefore not be liable for any damage they may suffer.
The Carrier may inspect the goods at any time, and for this purpose, it may open packages and containers. If as a result of such inspection it appears that the goods cannot be safely transported in any way or without incurring further costs, the Carrier may, without the consent of the Client, incur costs for the safe transport and/or unloading, abandonment or sale of the goods. The Client shall pay the costs incurred by the Carrier and compensate the Carrier for any damages caused to the latter.
9. General Average and Salvage.
The classification, settlement and apportionment of damages according to general average shall be made in the courts of the city of Santa Cruz de Tenerife, in accordance with the provisions of the York-Antwerp Rules of 1994, or any subsequent amendments thereto, in respect of all cargo, whether carried on or below deck. If a salvage vessel is owned or operated by the Carrier, salvage shall be paid as if the vessel were owned by a third party.
In order to guarantee the effectiveness of the contribution to the general average, the Client shall deposit or guarantee the amount that the Average Adjuster considers may correspond to them in the general average settled by them. Refusal by the Client to provide such security shall entitle the Carrier to retain the goods until payment has been made. If the salvage ship is owned or operated by the Carrier, the salvage compensation shall be payable as if it were an independent ship.
10. Both-to-Blame Collision, New Jason and Himalaya Clauses.
The Both-to-Blame Collision Clause, the New Jason Clause and the Himalaya Clause published and approved by BIMCO and made available to Clients shall apply to this Contract.
11. Contract modification.
No employee, agent or attorney-in-fact of the Carrier, nor the captain of the ship, may modify or vary the terms and conditions of this Bill of Lading unless such modifications or variations are made in writing by a person specifically empowered for that purpose or are expressly ratified in writing by the Carrier.
12. Express Submission.
The Carrier and the Client submit to the Courts and Tribunals of the city of Santa Cruz de Tenerife for the settling of any discrepancies that may arise in the interpretation, execution and/or application of this contract of carriage.