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Contracts of carriage of cargo by sea

Multimodal transport contracts

Section 3. VOYAGE CHARTERPARTY

Article 98.- Use of seagoing vessels under voyage charterparties
The carrier shall be obliged to use the seagoing vessel designated in the contract to carry the cargo, unless the charter has given his/her consent for the carrier to substitute the designated vessel by another.

Article 99.- Transfer of rights under voyage charterparties
The charterer may, without the carrier’s consent, transfer to a third party his/her rights under the contract of carriage but remains responsible for the performance of the contract already concluded.

Article 100.- Issuance bills of lading under voyage charterparties
Where the bill of lading is issued under a voyage charterparty and the holder of such bill of lading is other than the charterer, the rights and obligations of the carrier and the holder of the bill of lading shall be governed under the terms of the bill of lading; the terms of the voyage charterparty which have been inserted into the bill of lading shall be applied.

Article 101.- Ports of loading and places of loading
1. The carrier shall be obliged to direct his/her seagoing vessel to the port of loading, at the designated time and place; to place the seagoing vessel at the loading place under the terms agreed in the contract of carriage of cargo.
2. The carrier shall direct the seagoing vessel to the place designated by the charterer, which is safe and accessible without difficulty for the vessel to reach, to lie there and to leave unhindered with the cargo. Where there are several charterers who fail to reach agreement among them on the place of loading, or where the place of loading is not clearly designated by the charterer, the carrier will direct the vessel to a local customary place of loading.
3. Where the contract has no specific agreement on the loading place at the port of loading, the carrier shall direct the seagoing vessel to a local customary place of loading.
4. The charterer may request the carrier to change the place of loading even though this place has been clearly indicated in the contract. The charterer must pay in full all costs related to the satisfaction of this request.

Article 102.-Loading time
1. The loading time shall be agreed between the involved parties in the contract, and, in the absence of such agreement, it shall comply with local custom.
2. The time of interruption caused by the charterer and the time for changing the loading place at his/her request shall be counted in the loading time.
3. The time of interruption caused by the carrier, interruption caused by force majeure or by weather conditions which affect the technical correctness of the loading or endanger the loading shall not be counted in the loading time.
4. The charterer may reach agreement with the carrier on the dispatch for loading to be completed before the loading time expires or the demurrage for delaying the loading beyond the agreed period of time.

Article 103.- Demurrage time
1. The parties may reach agreement in the voyage charterparty on an additional period of loading beyond the loading time provided for in Article 102 of this Code (which hereinafter is referred to as demurrage time). Where the number of days or hours of the demurrage time is not specified in the voyage charterparty, the demurrage time shall be determined by the parties by local custom.
2. The demurrage money shall be agreed upon by the involved parties in the voyage charter party; in the absence of such agreement in the voyage charter party, it shall be determined by local custom. In the absence of such local custom, the amount of demurrage money shall be determined on the basis of the actual total sum of expenses for the maintenance of the seagoing vessel and its crew throughout the demurrage time.
3. After expiration of the loading time and demurrage time, the period of time during which the seagoing vessel is detained at the port of loading due to the charterer’s act is referred to as the detention time. The carrier shall be entitled to claim for compensation for losses caused by the detention of the vessel.

Article 104.- Notice of readiness
1. The carrier shall be obliged to notify in writing the charterer of the vessel’s arrival at the port of loading and readiness for the loading (hereinafter referred to as notice of readiness).
2. The day and hour in which a notice of readiness becomes effective shall be agreed upon by the parties in the voyage charter party; in the absence of such agreement, such day and hour shall be determined by local custom.
3. The carrier shall have to compensate for the loss resulting from the notice of readiness which at the time of its receipt by the charterer is not true to the facts.

Article 105.- Replacement of cargoes
1. The charterer shall have the right to supply, instead of the cargo specified in the contract of carriage of cargo, another cargo with similar characteristics, provided that the carriage of which will not affect the interests of the carrier and of other charterers.
2. The freight for the carriage of such cargo must not be lower than the agreed freight for the replaced cargo.

Article 106.- Loading and stowage of cargoes on board seagoing vessels
1. The cargo must be stowed on board the seagoing vessel in accordance with the cargo plan decided by the master. Stowage of cargo on deck shall be subject to written consent of the charterer.
2. The carrier shall be obliged to take due care of the loading, stowage, lashing and separation of the cargo on board the seagoing vessel. The related expenses shall be agreed upon by the two parties in the contract.

Article 107.- Vessels leaving ports of loading
1. After the expiration of the loading time and demurrage time as provided for in the voyage charterparty, or after the expiration of the date for supplying the cargo, the carrier may let his/her seagoing vessel leave the port of loading even though the whole agreed cargo or port thereof has not been loaded onto the vessel for reasons on the part of the charterer. In this case, the carrier shall still be entitled to the full freight including the freight falling on the cargo not loaded, which hereinafter is referred to as dead freight.
2. In case of lease of the whole space of the seagoing vessel, the carrier, while maintaining his/her right to the full freight, must comply with the following requests of the charterer:
a. To commence the voyage before the agreed date;
b. To load onto the seagoing vessel the cargo already supplied at the place of loading even though the demurrage time has expired, if the loading of such a cargo might cause detention of the vessel for no longer than fourteen days, while the carrier still enjoys the benefits specified in Clause 3, Article 103 of this Code.
3. In case of lease of part of the space of the seagoing vessel, the carrier shall be entitled to the full freight and to refuse the loading of the cargo which is supplied after the expiration of the agreed loading time or demurrage time due to the delay caused by the charterer.

Article 108.- Routes and time of carriage
1. The carrier must perform the carriage within a reasonable period of time by the route provided for in the contract or by the usual route, unless otherwise agreed in the contract.
2. A deviation from the route for the purpose of saving life or property at sea or for other plausible reasons does not constitute an infringement of the contract of carriage. The carrier shall not be liable for any damage to cargo resulting therefrom.

Article 109.- Substitute ports
1. Where the seagoing vessel cannot enter the port of delivery on account of insurmountable hindrances, the cessation of which cannot be anticipated within a reasonable time, the carrier may direct the seagoing vessel to the nearest safe substitute port and must notify the charterer thereof for further instructions.
2. In case of lease of the whole space of the seagoing vessel, the master must, depending on the specific circumstance, ask for and follow the instructions of the charterer; where its is imposible to follow the charterer’s instructions or where the charterer’s instructions have not been received within a reasonable time, the master may discharge the cargo or carry it back to the port of loading, which may, in his judgment, properly protect the interests of the charterer. The charterer must pay the carrier the distance freight and related costs.
3. In case of lease of part of the space of the seagoing vessel, the master may also act as stipulated in Clause 1 of this Article if the charterer’s instructions have not been received within five days from the time the notification for instructions is sent or if it is impossible to follow the charterer’s instructions. The charterer must pay the carrier the full freight and related costs.

Article 110.- Discharge and delivery of cargoes
1. The discharge of cargo shall be decided by the master. The carrier shall be obliged to take due care of the discharge of cargo.
2. The charterer shall be entitled to dispose of the cargo until its delivery to the legitimate consignee if this right has not been vested to another person; and before the commencement of the voyage he/she may request discharge of the cargo, and, after the commencement of the voyage, alter his/her original indications as to the consignee and the port of delivery, provided that he/she shall compensate for all losses resulting therefrom and related costs.
3. The rights stated in Clause 2 of this Article shall not be applied if the exercise thereof would cause a considerable delay in commencing the voyage, unless it has been so consented by the carrier.

Article 111.- Freight
1. Where a larger quantity of cargo has been loaded on board the vessel than agreed upon in the contract, the carrier shall be entitled to the freight also on the surplus as the freight rate agreed upon in the contract.
2. For cargo placed on board without permission of the carrier, the carrier shall be entitled to the double amount of freight due for the carriage from the port of loading to the port of delivery, as well as to compensate for losses resulting from the loading of such cargo on board without his/her permission. The carrier may discharge such cargo at any port, if deeming it necessary.
3. Upon receiving the cargo, the consignee must pay the carrier the freight, the compensation for retention of the vessel or other costs related to the carriage of the cargo, if such amount have not yet been paid.
Article 112.- Payment of freights, storage costs and handling of the proceeds from auction of cargoes
The provisions on the payment of freight, handling of detained cargoes and proceeds from auctions of cargoes under Articles 84, 85, 94 and 95 of this Code shall apply in the same manner to the carriage of cargoes under voyage charterparties.

Article 113.- Charterer’s right to terminate contracts
1. The charterer may terminate the contract in the following cases:
a. The carrier has failed to direct the vessel to the place of loading at the agreed date, or has delayed the loading of the cargo onto the vessel or the commencement of the voyage; in this case, the charterer shall be entitled to the compensation for losses resulting therefrom.
b. After the completion of the loading but still before the commencement of the voyage or during the voyage, the charterer may request discharge of the cargo but must pay the full freight and related costs to the carrier.
2. The carrier may refuse the charterer’s request to discharge the cargo as mentioned at Point b, Clause 1 of this Article where he/she deems that such would cause a delay of the voyage or affect the interests of the concerned parties on account of the alteration of the fixed schedule.
3. In case of lease of the whole space of the seagoing vessel, the charterer may terminate the contract before the commencement of the voyage but must compensate for costs arising therefrom and, depending on the moment of the termination of the contract, also pay the freight on the following principles:
a. Half of the freight, where he/she terminates the contract before the agreed loading time is counted;
b. The full freight, where he/she terminates the contract after the agreed loading time is counted or after the agreed demurrage time is counted if the contract has been concluded for a single voyage.
c. The full freight for the voyage, before the commencement of which he terminates the contract, and plus half of the freight for all subsequent voyages if the contract has been concluded for a number of voyages.
4. Where the charterer terminates the contract under the provisions of Clause 3 of this Article, the carrier shall be obliged to detain the vessel at the place of loading until the cargo discharge is completed even though this may detain the vessel beyond the loading and demurrage time.
5. In case of lease of part of the space of the vessel, the charterer may terminate the contract and must compensate for the costs arising therefrom, and, depending on the moment of the termination of the contract, also pay the freight on the following principles:
a. Half of the freight where he/she terminates the contract after the agreed time for supply of the cargo;
b. Full freight where he/she terminates the contract during the voyage.

Article 114.- Carriers’ right to terminate contracts
Where the quantity of cargo loaded on board the seagoing vessel is smaller than the contracted quantity and the total value of the quantity of such loaded cargo does not secure the freight and other amounts expended by the carrier on the cargo, the carrier may terminate the contract before the commencement of the voyage, unless the charterer has paid the full freight or provided an adequate security. The charterer must pay the expenses for the cargo discharge and half of the agreed freight.

Article 115.- Termination of contracts without compensation
1. Either party to the contract may terminate the contract without having to pay compensation if, before the departure of the vessel from the place of loading, the following events have occurred:
a. War has broken out, threatening the safety of the seagoing vessel or cargo; the port of loading or port of delivery has been declared blockaded;
b. The seagoing vessel has been detained by order of a competent state agency not due to the faults of the contractual parties;
c. The seagoing vessel has been requisitioned by the State;
d. A ban has been imposed on carriage of the cargo from the port of loading or into the port of delivery.
2. The party that terminates the contract in the cases specified in Clause 1 of this Article must bear the costs of discharge.
3. Upon the occurrence of the events specified in Clause 1 of this Article, either party may terminate the contract also during the voyage; in this case, the charterer shall be obliged to pay the distance freight and costs of discharge.

Article 116.- Automatic termination of contracts
1. The contract shall automatically terminate and neither party shall have to pay compensation after the conclusion of the contract and before the departure of the seagoing vessel from the place of loading for the following reasons for which neither party is at fault:
a. The seagoing vessel designated in the contract has been sunk, missing or captured;
b. The cargo designated in the contract has been lost;
c. The seagoing vessel designated in the contract is deemed to be so damaged that its repair is impossible or uneconomical.
2. Where the events specified in Clause 1 of this Article have occurred during the voyage, the carrier shall only be entitled to the distance freight; where only the vessel has been damaged while the cargo has been saved or returned, the carrier shall be entitled to the distance freight for the saved or returned cargo.

Article 117.- Preservation of cargoes upon termination of contracts
Where the contract is terminated under the provisions of this Section, the carrier shall still be obliged to take care of the cargo until it is delivered to the entitled consignee, except for the cases specified at Points a and b, Clause 1, Article 116 of this Code.

Article 118. – Statute of limitations for initiation of lawsuits regarding the performance of voyage charterparties
The statute of limitations for initiation of lawsuits regarding the performance of voyage charterparties is two years from the date the claimants know or must have known that their interests have been infringed upon.

 

Voyage charterparty

Section 3. VOYAGE CHARTERPARTY

Article 98.- Use of seagoing vessels under voyage charterparties
The carrier shall be obliged to use the seagoing vessel designated in the contract to carry the cargo, unless the charter has given his/her consent for the carrier to substitute the designated vessel by another.

Article 99.- Transfer of rights under voyage charterparties
The charterer may, without the carrier’s consent, transfer to a third party his/her rights under the contract of carriage but remains responsible for the performance of the contract already concluded.

Article 100.- Issuance bills of lading under voyage charterparties
Where the bill of lading is issued under a voyage charterparty and the holder of such bill of lading is other than the charterer, the rights and obligations of the carrier and the holder of the bill of lading shall be governed under the terms of the bill of lading; the terms of the voyage charterparty which have been inserted into the bill of lading shall be applied.

Article 101.- Ports of loading and places of loading
1. The carrier shall be obliged to direct his/her seagoing vessel to the port of loading, at the designated time and place; to place the seagoing vessel at the loading place under the terms agreed in the contract of carriage of cargo.
2. The carrier shall direct the seagoing vessel to the place designated by the charterer, which is safe and accessible without difficulty for the vessel to reach, to lie there and to leave unhindered with the cargo. Where there are several charterers who fail to reach agreement among them on the place of loading, or where the place of loading is not clearly designated by the charterer, the carrier will direct the vessel to a local customary place of loading.
3. Where the contract has no specific agreement on the loading place at the port of loading, the carrier shall direct the seagoing vessel to a local customary place of loading.
4. The charterer may request the carrier to change the place of loading even though this place has been clearly indicated in the contract. The charterer must pay in full all costs related to the satisfaction of this request.

Article 102.-Loading time
1. The loading time shall be agreed between the involved parties in the contract, and, in the absence of such agreement, it shall comply with local custom.
2. The time of interruption caused by the charterer and the time for changing the loading place at his/her request shall be counted in the loading time.
3. The time of interruption caused by the carrier, interruption caused by force majeure or by weather conditions which affect the technical correctness of the loading or endanger the loading shall not be counted in the loading time.
4. The charterer may reach agreement with the carrier on the dispatch for loading to be completed before the loading time expires or the demurrage for delaying the loading beyond the agreed period of time.

Article 103.- Demurrage time
1. The parties may reach agreement in the voyage charterparty on an additional period of loading beyond the loading time provided for in Article 102 of this Code (which hereinafter is referred to as demurrage time). Where the number of days or hours of the demurrage time is not specified in the voyage charterparty, the demurrage time shall be determined by the parties by local custom.
2. The demurrage money shall be agreed upon by the involved parties in the voyage charter party; in the absence of such agreement in the voyage charter party, it shall be determined by local custom. In the absence of such local custom, the amount of demurrage money shall be determined on the basis of the actual total sum of expenses for the maintenance of the seagoing vessel and its crew throughout the demurrage time.
3. After expiration of the loading time and demurrage time, the period of time during which the seagoing vessel is detained at the port of loading due to the charterer’s act is referred to as the detention time. The carrier shall be entitled to claim for compensation for losses caused by the detention of the vessel.

Article 104.- Notice of readiness
1. The carrier shall be obliged to notify in writing the charterer of the vessel’s arrival at the port of loading and readiness for the loading (hereinafter referred to as notice of readiness).
2. The day and hour in which a notice of readiness becomes effective shall be agreed upon by the parties in the voyage charter party; in the absence of such agreement, such day and hour shall be determined by local custom.
3. The carrier shall have to compensate for the loss resulting from the notice of readiness which at the time of its receipt by the charterer is not true to the facts.

Article 105.- Replacement of cargoes
1. The charterer shall have the right to supply, instead of the cargo specified in the contract of carriage of cargo, another cargo with similar characteristics, provided that the carriage of which will not affect the interests of the carrier and of other charterers.
2. The freight for the carriage of such cargo must not be lower than the agreed freight for the replaced cargo.

Article 106.- Loading and stowage of cargoes on board seagoing vessels
1. The cargo must be stowed on board the seagoing vessel in accordance with the cargo plan decided by the master. Stowage of cargo on deck shall be subject to written consent of the charterer.
2. The carrier shall be obliged to take due care of the loading, stowage, lashing and separation of the cargo on board the seagoing vessel. The related expenses shall be agreed upon by the two parties in the contract.

Article 107.- Vessels leaving ports of loading
1. After the expiration of the loading time and demurrage time as provided for in the voyage charterparty, or after the expiration of the date for supplying the cargo, the carrier may let his/her seagoing vessel leave the port of loading even though the whole agreed cargo or port thereof has not been loaded onto the vessel for reasons on the part of the charterer. In this case, the carrier shall still be entitled to the full freight including the freight falling on the cargo not loaded, which hereinafter is referred to as dead freight.
2. In case of lease of the whole space of the seagoing vessel, the carrier, while maintaining his/her right to the full freight, must comply with the following requests of the charterer:
a. To commence the voyage before the agreed date;
b. To load onto the seagoing vessel the cargo already supplied at the place of loading even though the demurrage time has expired, if the loading of such a cargo might cause detention of the vessel for no longer than fourteen days, while the carrier still enjoys the benefits specified in Clause 3, Article 103 of this Code.
3. In case of lease of part of the space of the seagoing vessel, the carrier shall be entitled to the full freight and to refuse the loading of the cargo which is supplied after the expiration of the agreed loading time or demurrage time due to the delay caused by the charterer.

Article 108.- Routes and time of carriage
1. The carrier must perform the carriage within a reasonable period of time by the route provided for in the contract or by the usual route, unless otherwise agreed in the contract.
2. A deviation from the route for the purpose of saving life or property at sea or for other plausible reasons does not constitute an infringement of the contract of carriage. The carrier shall not be liable for any damage to cargo resulting therefrom.

Article 109.- Substitute ports
1. Where the seagoing vessel cannot enter the port of delivery on account of insurmountable hindrances, the cessation of which cannot be anticipated within a reasonable time, the carrier may direct the seagoing vessel to the nearest safe substitute port and must notify the charterer thereof for further instructions.
2. In case of lease of the whole space of the seagoing vessel, the master must, depending on the specific circumstance, ask for and follow the instructions of the charterer; where its is imposible to follow the charterer’s instructions or where the charterer’s instructions have not been received within a reasonable time, the master may discharge the cargo or carry it back to the port of loading, which may, in his judgment, properly protect the interests of the charterer. The charterer must pay the carrier the distance freight and related costs.
3. In case of lease of part of the space of the seagoing vessel, the master may also act as stipulated in Clause 1 of this Article if the charterer’s instructions have not been received within five days from the time the notification for instructions is sent or if it is impossible to follow the charterer’s instructions. The charterer must pay the carrier the full freight and related costs.

Article 110.- Discharge and delivery of cargoes
1. The discharge of cargo shall be decided by the master. The carrier shall be obliged to take due care of the discharge of cargo.
2. The charterer shall be entitled to dispose of the cargo until its delivery to the legitimate consignee if this right has not been vested to another person; and before the commencement of the voyage he/she may request discharge of the cargo, and, after the commencement of the voyage, alter his/her original indications as to the consignee and the port of delivery, provided that he/she shall compensate for all losses resulting therefrom and related costs.
3. The rights stated in Clause 2 of this Article shall not be applied if the exercise thereof would cause a considerable delay in commencing the voyage, unless it has been so consented by the carrier.

Article 111.- Freight
1. Where a larger quantity of cargo has been loaded on board the vessel than agreed upon in the contract, the carrier shall be entitled to the freight also on the surplus as the freight rate agreed upon in the contract.
2. For cargo placed on board without permission of the carrier, the carrier shall be entitled to the double amount of freight due for the carriage from the port of loading to the port of delivery, as well as to compensate for losses resulting from the loading of such cargo on board without his/her permission. The carrier may discharge such cargo at any port, if deeming it necessary.
3. Upon receiving the cargo, the consignee must pay the carrier the freight, the compensation for retention of the vessel or other costs related to the carriage of the cargo, if such amount have not yet been paid.

Article 112.- Payment of freights, storage costs and handling of the proceeds from auction of cargoes

The provisions on the payment of freight, handling of detained cargoes and proceeds from auctions of cargoes under Articles 84, 85, 94 and 95 of this Code shall apply in the same manner to the carriage of cargoes under voyage charterparties.

Article 113.- Charterer’s right to terminate contracts
1. The charterer may terminate the contract in the following cases:
a. The carrier has failed to direct the vessel to the place of loading at the agreed date, or has delayed the loading of the cargo onto the vessel or the commencement of the voyage; in this case, the charterer shall be entitled to the compensation for losses resulting therefrom.
b. After the completion of the loading but still before the commencement of the voyage or during the voyage, the charterer may request discharge of the cargo but must pay the full freight and related costs to the carrier.
2. The carrier may refuse the charterer’s request to discharge the cargo as mentioned at Point b, Clause 1 of this Article where he/she deems that such would cause a delay of the voyage or affect the interests of the concerned parties on account of the alteration of the fixed schedule.
3. In case of lease of the whole space of the seagoing vessel, the charterer may terminate the contract before the commencement of the voyage but must compensate for costs arising therefrom and, depending on the moment of the termination of the contract, also pay the freight on the following principles:
a. Half of the freight, where he/she terminates the contract before the agreed loading time is counted;
b. The full freight, where he/she terminates the contract after the agreed loading time is counted or after the agreed demurrage time is counted if the contract has been concluded for a single voyage.
c. The full freight for the voyage, before the commencement of which he terminates the contract, and plus half of the freight for all subsequent voyages if the contract has been concluded for a number of voyages.
4. Where the charterer terminates the contract under the provisions of Clause 3 of this Article, the carrier shall be obliged to detain the vessel at the place of loading until the cargo discharge is completed even though this may detain the vessel beyond the loading and demurrage time.
5. In case of lease of part of the space of the vessel, the charterer may terminate the contract and must compensate for the costs arising therefrom, and, depending on the moment of the termination of the contract, also pay the freight on the following principles:
a. Half of the freight where he/she terminates the contract after the agreed time for supply of the cargo;
b. Full freight where he/she terminates the contract during the voyage.

Article 114.- Carriers’ right to terminate contracts

Where the quantity of cargo loaded on board the seagoing vessel is smaller than the contracted quantity and the total value of the quantity of such loaded cargo does not secure the freight and other amounts expended by the carrier on the cargo, the carrier may terminate the contract before the commencement of the voyage, unless the charterer has paid the full freight or provided an adequate security. The charterer must pay the expenses for the cargo discharge and half of the agreed freight.

Article 115.- Termination of contracts without compensation

1. Either party to the contract may terminate the contract without having to pay compensation if, before the departure of the vessel from the place of loading, the following events have occurred:
a. War has broken out, threatening the safety of the seagoing vessel or cargo; the port of loading or port of delivery has been declared blockaded;
b. The seagoing vessel has been detained by order of a competent state agency not due to the faults of the contractual parties;
c. The seagoing vessel has been requisitioned by the State;
d. A ban has been imposed on carriage of the cargo from the port of loading or into the port of delivery.
2. The party that terminates the contract in the cases specified in Clause 1 of this Article must bear the costs of discharge.
3. Upon the occurrence of the events specified in Clause 1 of this Article, either party may terminate the contract also during the voyage; in this case, the charterer shall be obliged to pay the distance freight and costs of discharge.

Article 116.- Automatic termination of contracts

1. The contract shall automatically terminate and neither party shall have to pay compensation after the conclusion of the contract and before the departure of the seagoing vessel from the place of loading for the following reasons for which neither party is at fault:
a. The seagoing vessel designated in the contract has been sunk, missing or captured;
b. The cargo designated in the contract has been lost;
c. The seagoing vessel designated in the contract is deemed to be so damaged that its repair is impossible or uneconomical.
2. Where the events specified in Clause 1 of this Article have occurred during the voyage, the carrier shall only be entitled to the distance freight; where only the vessel has been damaged while the cargo has been saved or returned, the carrier shall be entitled to the distance freight for the saved or returned cargo.

Article 117.- Preservation of cargoes upon termination of contracts

Where the contract is terminated under the provisions of this Section, the carrier shall still be obliged to take care of the cargo until it is delivered to the entitled consignee, except for the cases specified at Points a and b, Clause 1, Article 116 of this Code.

Article 118. – Statute of limitations for initiation of lawsuits regarding the performance of voyage charterparties
The statute of limitations for initiation of lawsuits regarding the performance of voyage charterparties is two years from the date the claimants know or must have known that their interests have been infringed upon.

 

Contracts of carriage of cargo according to carriage documents.

Section 2. CONTRACTS OF CARRIAGE OF CARGO ACCORDING TO CARRIAGE DOCUMENTS.

Article 74.-Time of arising and termination of liability of carriers
1. The liability of a carrier shall arise from the time the carrier receives the cargo at the port of receipt, continue throughout the process of carriage and terminate upon the completion of delivery of the cargo at the port of delivery.
2. The receipt of the cargo shall be the time the carrier has received the cargo from the shipper, a competent state agency or a third party according to the provisions of law or regulations of the port of receipt.
3. The delivery of the cargo shall terminate in the following cases:
a. The carrier completes the delivery of the cargo to the consignee; where the consignee does not receive the cargo directly from the carrier, the delivery of the cargo shall be effected by the mode requested by the consignee in accordance with the contract, the law of the place of or the custom applied at the port of delivery;
b. The carrier completes the delivery of the cargo to a competent state agency or a third party according to the provisions of law or regulations of the port of delivery.
4. The parties to a contract of carriage may agree to lessen the liability of the carrier in the following cases:
a. In the period of time from the receipt of cargo to before the loading of cargo on board a seagoing vessel and in the period of time from the completion of the unloading of cargo the completion of delivery of cargo;
b. Carriage of live animals;
c. Carriage of cargo on deck.

Article 75.-Obligations of carriers
1. The carrier must exercise due diligence that before and at the commencement of a voyage the seagoing vessel be seaworthy; properly manned, equipped and supplied and that its holds, cool and refrigerating chambers and all other compartments in which the cargo is loaded, be prepared and brought to a proper condition for the receipt, carriage and preservation of the cargo suitable to its nature.
2. The carrier shall be responsible for careful and proper loading and unloading of cargo, and take due care of the cargo in the process of carriage.
3. The carrier must notify, within a reasonable time in advance, the shipper of the place of loading and the time the vessel is in readiness to load and the deadline for supplying the cargo. This notification shall not apply to liners unless the schedule is altered.

Article 76.-Cargo carried on deck
Cargo may be carried on deck only if it is so agreed upon between the carrier and the shipper or it is a custom and such carriage must be stated in the carriage documents.

Article 77.-Liabilities of carriers, actual carriers, their servants and agents
1. The carrier must be responsible for the whole process of carriage as provided for in this Section even though the carriage has been assigned in whole or in part to the actual carrier for performance. For the part of carriage performed by the actual carrier, the carrier shall be responsible for acts taken by the actual carrier as well as its servants and agents within the scope of their assigned work.
2. The actual carrier, its servants and agents shall enjoy the rights relating to the responsibilities of the carrier provided for in this Chapter when the cargo is under their control and when they take part in carrying out any activity stipulated in the contract of carriage of cargo.
3. Special agreements whereby the carrier undertakes obligations not provided for in this Chapter or denounces the rights they are entitled to under the provisions of this Code shall be effective for the actual carrier if the actual carrier so consents in writing. Regardless of whether or not the actual carrier so consents, the carrier shall still be bound to the obligations arising from these special agreements.
4. Where the carrier and the actual carrier bear joint liability, the extent of liability of each party shall be taken into account.
5. The total sum of indemnities payable by the carrier, the actual carrier and their servants and agents shall not exceed the whole limit of liability provided for in this Section.

Article 78.- Exemption of liability of carriers
1. The carrier shall not be liable for the loss of or damage to the cargo resulting from the unseaworthiness of the vessel if he/she has fully performed the obligations specified in Clause 1, Article 75 of this Code. In the case, the carrier shall be obliged to prove that he/she has performed his/her tasks with due diligence.
2. The carrier shall be completely exempt from liability for loss of or damage to the cargo in the following cases:
a. Fault of the master, crewmen, pilot or servants of the carrier in the operation or management of the vessel;
b. Fire not caused by the carrier;
c. Perils or maritime accidents at sea or in the port waters where the seagoing vessel is permitted to operate;
d. Natural calamities;
e. War;
f. Acts of infringing upon public order and safety not caused by the carrier;
g. Acts of seizure by the people or forced seizure by courts or other competent state agencies;
h. Quarantine restriction;
i. Acts or omissions of the shipper or owner of the cargo, his/her agent or representative;
j. Strike or other similar actions of laborers due to whatever cause which hold up work in general or in part;
k. Riots or civil commotion;
l. Acts of saving life or property at sea;
m. Wastage in bulk or weight or any other loss of or damage to the cargo resulting from its quality, latent defects or other defects;
n. Insufficiency of packing;
o. Insufficiency or inadequacy of marking of the cargo;
p. Latent defects of the vessel which are not discoverable by responsible persons even though they have exercised due diligence;
q. Any other cause arising without the fault or the intention of the carrier or without the fault of his/her servants or agents.
Where it is provided for by law or agreed upon in the contract that a person is fully exempt from the liability of a carrier, such person must prove that the carrier has no fault or intention to cause the loss of or damage to the cargo nor his/her agents or servants.
3. Late delivery of cargo means failure to deliver cargo within the time limit agreed upon in the contract or, in the absence of such agreement, within a reasonable time limit necessary for a diligent carrier to deliver the cargo. The carrier shall not be liable for delayed delivery of cargo in the following cases:
a. Deviation from the designated route, which has been consented by the consignor;
b. Force majeure events;
c. Saving human life or aiding a vessel in distress where human life may be threatened;
d. Time is needed for rendering emergency aid to crewmen or persons on board.

Article 79.-Limitation of liability of carriers
1. Unless the kind and value of the cargo have been declared by the consignor or shipper before its loading or clearly stated in the bill of lading, the sea waybill or other carriage documents, the carrier shall not be obliged to compensate for the loss of or damage to or in connection with the cargo in an amount not exceeding the equivalent of 666.67 units of account per package or unit of cargo or to 2 units of accounts per kilo of gross weight of the cargo lost or damaged, depending on the value of the cargo.
The unit of account provided for in this Code is the currency determined by the International Monetary Fund and established as the Special Drawing Rights.
The compensation amount shall be converted into Vietnamese currency at the exchange rate at the time of payment of compensation.
2. When the cargo is packed into a container or similar tool, each package or unit of cargo indicated in the carriage document and packed in such tool shall be regarded as a package or unit of cargo set out in Clause 1 of this Article. Where the number of packages or units of cargo is not indicated in the carriage document, such container or tool shall be only regarded as a package or unit of cargo.
3. Where the kind and value of the cargo have been declared by the shipper before its loading and have been stated in the carriage document, the carrier shall be liable for any loss of or damage to the cargo on the basis of the so declared value and on the following principles:
a. For cargo lost, by the value declared;
b. For cargo damaged, by the difference between the value declared and the residual value of the cargo.
The residual value of the cargo shall be determined at the market price at the time when and place where the cargo is discharged or should have been discharged; where such value cannot be ascertained, it shall be based on the market price at the time when and place where the cargo has been loaded plus the costs of carriage of the cargo up to the port of delivery.
4. The liability of the carrier for the late delivery of cargo shall be limited to a sum 2.5 times the freight of the quantity of cargo that is lately delivered but shall not exceed the total freight payable under the contract of carriage of cargo by sea.

Article 80.-Loss of the right to limitation of liability of carriers
1. The carrier shall lose the right to limitation of liability of carriers provided for in Article 79 of this Code if the claimant can prove that the loss of or damage to the cargo is the consequence of the carrier’s intentional acts of causing such loss or damage, late delivery of the cargo or neglect and knowledge that such loss of, damage or late delivery of the cargo may occur.
2. Servants or agents of the carrier who perform their work with the intention to cause the loss of or damage to the cargo, delay the delivery of the cargo or with neglect and knowledge that such loss of, damage to or late delivery of the cargo may occur shall also not enjoy limitation of liability provided for in this Section.
Article 81.-Obligations of consignors and shippers
1. The consignor must ensure that the cargo be packed and marked according to regulations. The carrier may refuse to load on board the seagoing vessel cargo which fails to ensure necessary packing standards.
2. For explosive, inflammable or otherwise dangerous cargo or cargo which must be handled by special measures during loading, carriage, preservation and unloading, the consignor must furnish within a reasonable time limit to the carrier necessary documents and guidelines pertaining to the cargo.
The consignor must compensate for the loss or damage arising from the late supply of such necessary documents and guidelines or from irregularities or inaccuracies thereof.
3. The consignor or shipper shall be responsible to the carrier as well as passengers, crewmen and owners of other cargoes for the loss or damage arising from the inaccurate or untruthful declaration of the cargo, regardless of such declaration is intentional or unintentional, if the carrier proves that such loss or damage is caused by the fault of the consignor or shipper.

Article 82.-Carriage of dangerous cargo
1. The carrier, while retaining his/her right to the full freight, at his/her discretion, may discharge the cargo from the seagoing vessel, destroy or render it harmless without having to make compensation where the cargo being inflammable, explosive or otherwise dangerous has been falsely declared or where during the loading the carrier has not been warned about and could not ascertain the cargo’s dangerous nature on the basis of a common operational knowledge.
The consignor must be liable for losses resulting therefrom.
2. Although the dangerous nature of the cargo has been warned or known to the carrier on the basis of a common operational knowledge and the proper preservation measures have been applied according to regulations and the cargo has been loaded onto the seagoing vessel, but subsequently such cargo has imperiled the safety of the vessel, persons and cargo on board, the carrier may, at his discretion, handle it as provided for in Clause 1 of this Article. In this case, the carrier shall be liable for arisen losses on the general average principles while retaining his/her right to the distance freight.
Distance freight is the freight computed in the proportion of the whole agreed voyage distance to the part of the voyage actually covered by the cargo, as well as in the proportion of the costs and time, perils or troubles on the average related to the part of the voyage covered to what falls to the remaining part of the voyage to be completed.

Article 83.-Exemption of liability of consignors
The consignor shall be exempt from liability to compensate for any loss and damage caused to the carrier or the seagoing vessel if he/she proves that such loss or damage is not caused by the fault of his/her servants or agents.

Article 84.-Payment of freight
1. Upon taking delivery of the cargo, the consignee shall have to pay to the carrier the freight and all other charges stated in the carriage document is such amounts of money have not yet been paid to the carrier.
2. The carrier may refuse to deliver the cargo and retain it if the consignor and the consignee have not yet fully paid or properly secured the amounts being owed to the carrier.
These debts include the freight, other charges as provided for in Clause 1 of this Article and contribution of the cargo in general average and salvage remuneration falling on the cargo.
Interests, calculated according to the interest rate applied by the relevant transaction bank, shall be charged in addition to the debts which are not paid when falling due.

Article 85.-Freight in case of loss of cargoes
1. Freight shall be exempted for cargo lost during the carriage through any accident whatsoever, and the freight paid in advance shall be refunded. Where the cargo lost has subsequently been saved or recovered, the carrier shall have the right only to the distance freight if the party with interests in the cargo has gained no benefit from the cargo having been carried by the seagoing vessel over such distance.
2. Where, in the course of carriage the cargo has been damaged or wasted on account of its special nature or the carried live animals have died, the carrier shall have the right to the full freight.

Article 86.-Issuance of bills of lading
1. The carrier shall be obliged to issue the shipper, at the latter’s request, a set of bills of lading.
2. A bill of lading may be issued in the following forms:
a. To a named consignee, referred to as a straight bill of lading;
b. To the order of the shipper or of the person designated by the shipper, referred to as an order bill of lading;
c. To an unnamed consignee or unnamed person issuing the order, referred to as a bearer bill of lading.
3. Where in an order bill of lading the person, to whose order the bill of lading is made out, is not specified, such bill of lading shall be automatically deemed to be made out to the shipper.

Article 87.- Contents of a bill of lading
1. A bill of lading shall contain the following detals:
a. The name of the carrier and his/her head office;
b. The name of the consignor;
c. The name of the consignee, or a statement to the effect that the bill of lading has been made out to order or bearer;
d. The name of the seagoing vessel;
e. A description of the cargo, specifying its kind, measure, volume, quantity, number of pieces, weight or value where necessary;
f. A description of the apparent conditions of the cargo or its packing;
g. Marks, signs and particulars to identify the cargo, as furnished in writing by the shipper before commencement of loading and having been marked on individual pieces of the cargo or its packing;
h. Freight and other charges due to the carrier; method of the payment;
i. Place of loading and port of loading;
j. Port of delivery or a statement as to when and where the port of delivery will be indicated;
k. The number of copies of the original bill of lading issued to the shipper;
l. The date and the place of issue of the bill of lading;
m. The signature of the carrier or of the master or of the other competent representative of the carrier.
A bill of lading, though lacking one or more details specified in this Clause, shall still be legally valid if it complies with the provisions of Article 73 of this Code.
2. Where the carrier has not been specified in the bill of lading, the shipowner shall be assumed to be the carrier. Where in the bill of lading made out in accordance with Clause 1 of this Article, the carrier has been designated inaccurately or falsely, the shipowner shall be liable to losses resulting therefrom and then have the right to claim indemnity from the carrier.

Article 88.- Remarks in bills of lading
1. The carrier shall be entitled to insert in the bill of lading his/her remarks on the apparent conditions or the packing of the cargo where he/she has suspicion.
2. The carrier may refuse to enter in the bill of lading the cargo description when he/she has sufficient grounds to suspect the accuracy of the declaration made by the consignor or shipper at the moment of loading or he/she has no conditions to verify it.
3. The carrier may refuse to inset in the bill of lading the cargo signs and marks when they have not been clearly marked on individual pieces of cargo or of its packing in such a manner that they should remain legible until the end of the voyage.
4. Where the cargo has been packed before being supplied to the carrier, the carrier may insert in the bill of lading a remark to the effect that the contents are unknown to him/her.
5. In any case, the carrier shall not be liable for any loss of or damage to the cargo or losses in relation to the cargo where the kind and value of the cargo have been deliberately misstated by the shipper during loading and such misstated declaration has been inserted in the bill of lading.

Article 89.- Transfer of bills of lading
1. An order bill of lading may be transferred by endorsement. The last endorser who is entitled to issue a delivery order shall be the legitimate consignee.
2. A bearer bill of lading may be transferred by delivery of the bill of lading by the carrier to the transferee. The person who produces the bearer bill of lading shall be the legitimate consignee.
3. A straight bill of lading is non-transferable. The person whose name is specified in the straight bill of lading shall be the legitimate consignee.

Article 90.- Substitution of bills of lading by other carriage documents.
The shipper may reach agreement with the carrier on the substitution of the bill of lading by a sea waybill or another carriage document and on the contents and validity of these documents according to international maritime shipping custom.
Article 91.- Application to ocean through bills of lading
The provisions of this Code concerning bills of lading shall apply to ocean through bills of lading issued by the carrier, unless otherwise provided for by law.

Article 92.- Consignors’ right to dispose of cargoes
1. The consignor shall have the right to dispose of the cargo until its delivery to the legitimate consignee if this right has not been vested to another person; and before the commencement of the voyage he/she may request unloading of the cargo, and after the commencement of the voyage after his/her original indications as to the consignee and the port of delivery, provided that he/she shall compensate for all losses and related expenses. The carrier shall be obliged to follow the consignor’s instructions only after withdrawing all copies of the issued original bill of lading.
2. The rights specified in Clause 1 of this Article shall not be applied if the exercise thereof would cause a considerable delay in commencing the voyage, unless it has been so consented by the carrier.

Article 93.- The obligation to deliver cargoes
The carrier shall be obliged to deliver the cargo at the port of delivery to the legitimate consignee holding the bill of lading or the sea waybill or another carriage document valid for receipt of the cargo as provided for in Article 89 of this Code. After the delivery of the cargo, all the other copies of the carriage document shall no longer valid for receipt of cargo.

Article 94.- Handling of retained cargoes
1. Where the consignee does not claim delivery, or refuses to take delivery of the cargo, or delays the delivery, the carrier may discharge the cargo and place it in custody at a safe and suitable place and notify the consignee thereof. All costs and charges related thereto and losses resulting threfrom shall be paid by the consignee.
2. Where at the same time several holders of the bill of lading or ocean through bill of lading, sea waybill or another carriage document that is valid for receipt of cargo claim delivery of the cargo, the carrier may act as provided for in Clause 1 of this Article.
3. The indemnification for losses resulting from the detention of the vessel for discharging and placing the cargo in custody, as provided for Clause 1 of this Article, shall be settled as in the case of detention of the vessel during loading.
4. Where, within sixty days after the day of the vessel’s arrival at the port of delivery, the cargo placed in custody has not been collected or the consignee has failed to pay in full or provide a proper security for the outstanding debts, the carrier may sell the cargo by auction for clearing the debts. Such cargo may be sold even before the expiration of this time limit if the cargo incurs a risk of deterioration or its putting in custody costs more than the actual value of the cargo.
The carrier shall be obliged to notify the consignor of the cases specified in Clauses 1, 2 and 4 of this Article and also of his/her intention to sell the cargo for clearing debts.
5. The handling of cargoes retained by carriers at Vietnamese seaports provided for in this Article shall comply with regulations of the Government.

Article 95.- Proceeds from auctions of cargoes
1. After the debts of the consignee, costs of placing the cargo in custody and holding a auction as provided for in Article 94 of this Code are deducted, the remaining amount of the proceeds from the auction of the cargo must be deposited in a bank to be paid to the person(s) entitled thereto.
2. Where the proceeds from the auction of the cargo are not sufficient to cover in full the amounts specified in Clause 1 of this Article, the carrier shall be entitled to claim full payment thereof from the involved parties.
3. Where within the time limit of one hundred and eighty days counting from the date of auction of the cargo, nobody claims for the remaining amount, this amount shall be remitted into the state coffers.

Article 96.-Survey of cargoes and notification of losses of or damage to cargoes or late delivery of cargoes
1. The consignee, before taking delivery of the cargo, or the carrier, before delivering the cargo at the port of delivery, may request a surveying agency to conduct a survey thereof. The party that has ordered the survey shall be obliged to pay survey costs and also have the right to recourse against the damage-causing party for such costs.
2. The cargo shall be deemed to have been fully and completely delivered as indicated in the bill of lading, the sea waybill or another carriage document, unless the consignee has notified in writing the carrier of any loss of or damage to such cargo within three days at most after the time of taking delivery, in case of damage externally imperceptible; for cargoes already surveyed under the provisions of Clause 1 of this Article, written notification is unnecessary.
Any agreement contrary to this provision shall be invalid.
3. The consignee may issue notices on loss of cargo if he/she receives no cargo within sixty days after the date on which the cargo should have been delivered as agreed upon in the contract.
4. The carrier shall not have to compensate for losses resulting from the late delivery of the cargo, except for the case where a written notice on the late delivery of cargo is sent to the carrier within sixty days as from the date on which the cargo should have been delivered as agreed upon in the contract.

Article 97.- Statute of limitation for initiation of lawsuits about damage to or loss of cargoes

The statute of limitations for initiation of lawsuits about damage to or loss of cargo carried under carriage documents is one year from the date on which the cargo is delivered or should have been delivered to the consignee.

 

General provisions

Chapter V
CONTRACTS OF CARRIAGE OF CARGO BY SEA

Section 1. GENERAL PROVISIONS

Article 70.-Contracts of carriage of cargo by sea
1. A contract of carriage of cargo by sea is a contract concluded between a carrier and a charterer, whereby the carrier agrees to carry a definite cargo by seagoing vessel from port of loading to port of delivery, in return for a definite freight paid by the charterer.
2. Cargo includes machinery, equipment, materials and raw materials, fuels, consumer goods and other moveable assets, including live animals, containers or similar tools supplied by the consignor for cargo packing, which are carried under contracts of carriage of cargo by sea.
3. Freight means remuneration paid to a carrier under a contract of carriage of cargo by sea.

Article 71.- Types of contracts of carriage of cargo by sea
Contracts of carriage of cargo by sea include:
1. Contracts of carriage according to carriage documents, which are contracts of carriage of cargo by sea concluded on the condition that instead of allowing for the cargo the whole cargo space of a vessel or a definite part thereof, the carrier will perform the carriage on the basis of the cargo’s kind, quantity, measure or weight.
Contracts of carriage according to carriage documents are concluded in a form agreed upon by the involved parties.
2. Contracts of carriage according to voyage, which are contracts of carriage of cargo by sea concluded on the condition that the carrier will allow for the cargo the whole cargo space of the vessel or a definite part thereof, for a voyage.
Contracts of carriage according to voyage must be concluded in writing.

Article 72.- Involved parties to contracts of carriage of cargo by sea
1. Charterer is the party that directly concludes or authorizes another party to conclude a contract of carriage of cargo by sea with a carrier. In case of contracts of carriage according to carriage documents, the charterer is called consignor.
2. Carrier is the party that directly concludes or authorizes another party to conclude a contract of carriage of cargo by sea with a charterer.
3. Actual carrier is the party that is entrusted by a carrier to perform the carriage of cargo by sea in whole or in part.
4. Shipper is the party that directly consigns or is entrusted by another party to consign cargo to a carrier under a contract of carriage of cargo by sea.
5. Consignee is the party that is entitled to receive cargo under the provisions of Article 89 and Article 110 of this Code.

Article 73.- Carriage documents
1. Carriage documents include bills of lading, ocean through bills of lading, sea waybills and other carriage documents.
2. Bill of lading is a carriage document serving as evidence of the receipt by the carrier of the cargo in the quantity, kind and conditions as indicated in the bill of lading for carriage to the place of discharge; as evidence of the ownership of the cargo for the disposal or receipt of the cargo and as evidence of the contract of carriage of cargo by sea.
3. Ocean through bill of lading is a bill of lading expressly indicating that the carriage of the cargo is performed by at least two ocean carriers.
4. Sea waybill is an evidence of the receipt of the cargo as indicated in the sea waybill; an evidence of the contract of carriage of cargo by sea. Sea waybills are non-negotiable.5. Other carriage documents are documents with their contents and validity agreed upon by the carrier and the charterer.