TERMS AND CONDITIONS

1. DEFINITIONS. (a) Carriage means the whole or any part of the operations and services undertaken by the Carrier in respect of the Goods covered by this Bill of Lading. (b) "Carrier" means the party on whose behalf this Bill of Lading has been signed, as well as the Ship and/or her owner, demise charterer (if bound hereby), the time charterer and any substituted or Underlying Carrier whether any of them is acting as carrier, bailee or otherwise. (c) COGSA means the United States Carriage of Goods by Sea Act of April 16, 1936. (d) COGWA means the Carriage of Goods by Water Act 1936 of Canada, as modified by the Protocols to amend said Act. (e) "Container" includes any ISO standard container, trailer, transportable tank, flat rack and/or other item of Carriage equipment in conformance with ISO standards. (f) Defense(s) mean(s) all rights, privileges, immunities, exemptions, defenses, exceptions and limitations no matter whether arising by law, by contract or otherwise, and no matter whether they bar, abate or diminish any recovery or relief against the Carrier. (g) "Goods" means the cargo accepted from the Merchant and includes any Container supplied by or on behalf of the Merchant. (h) "Hague Rules" means the International Convention for the Unification of Certain Rules of Law Relating to Bills of Lading signed at Brussels, August 25, 1924 but does not mean the Hague-Visby Rules. (i) Hague-Visby Rules means the Hague Rules as modified by the Protocol to Amend the International Convention for the Unification of Certain Rules of Law Relating to Bills of Lading signed at Brussels, February 23, 1968 and/or the Protocol Amending the International Convention for the Unification of Certain Rules of Law Relating to Bills of Lading signed at Brussels, December 21, 1979. (j) "Holder" means any person for the time being in possession of this Bill of Lading to whom the property in the Goods has passed by reason of the consignment of the Goods or the endorsement of this Bill of Lading or otherwise. (k) "Merchant" includes, jointly and severally, the shipper, holder, consignee, receiver of the Goods, any person owning or entitled to the possession of the Goods or this Bill of Lading, and anyone acting on behalf of any such person. (l) Package means (1) the container when the Goods are shipped in a container, (2) the skid or pallet when Goods are shipped on a skid or pallet and stuffed into a container and the container is adjudged not to be the package for the purposes of the Carriers limitation of liability; (3) the skid or pallet when Goods are shipped on a skid or pallet but not in a container; (4) that shipping unit which contains the greatest quantity of the Goods and to which some packaging preparation for the transportation has been made which facilitates handling even through it does not conceal or completely enclose the Goods. This Clause does not apply to Goods shipped in bulk, and supersedes any inconsistent provision which may be printed, stamped or written elsewhere in this Bill of Lading. (m)Person includes any natural person, groups of people, business entities, and enterprises, however described, and all personnel of such business entities or enterprises such as owners, members, directors, officers, servants, employees, and agents. (n) "Ship" includes the ocean-going vessel named in this Bill of Lading, any substituted vessel, feeder vessel, lorry, lighter, barge, craft, and other means of conveyance whatsoever which is used in the performance of this contract. (o) Shipping Unit means freight unit and the term unit as used in the Hague Rules, Hague-Visby Rules, COGSA and COGWA. (p) Subcontractor includes agents and independent contractors (including the Ship and Underlying Carrier), terminal operator, warehouseman, stevedores, watchman, managing agents and independent contractors whatsoever used or employed by the Carrier in connection with the performance of any or all Carriers obligation sunder this Bill of Lading. (q) "Through Bill of Lading" means this Bill of Lading when it covers Through Carriage. (r) "Through Carriage" means Carriage of the Goods under this Bill of Lading from the place of receipt from Merchant to place of delivery to Merchant by the Carrier and by one or more Underlying Carriers. (s) "Underlying Carrier" includes any sea, water, rail, motor, air or other carrier utilized by the Carrier for any part of the Carriage of the shipment covered by this Bill of Lading whether it be port-to-port or through carriage movements. 2. CARRIER'S TARIFF. The terms of the Carrier's applicable tariff are incorporated herein. Copies of the relevant provisions of the applicable tariff can be obtained from the Carriers web site or on request from the Carrier or its agents. In any conflict between this Bill of Lading and the applicable tariff, this Bill of Lading shall prevail except that the applicable tariff shall govern as to freight charges. 3. MERCANT'S WARRANTY. The Merchant warrants and represents that in agreeing to this Bill of Lading, it is with the authority of the Person owning or entitled to the possession of the Goods and this Bill of Lading. 4. SUB-CONTRACTING. (a) The Carrier shall be entitled to sub-contract on any terms the whole or any part of the Carriage. (b) In contracting as follows, the Carrier is acting as agent and trustee for all Persons referred to in this clause. If it is adjudged that any Person or subcontractor as defined in Clause (p) other than the Carrier is a carrier or bailee of the Goods, or is a Person whose services contribute to the Carriage of the Goods, or is under any responsibility with respect thereto, then all of the Carriers Defenses shall be available to each and every such Person and/or subcontractor, and each and every such Person and/or subcontractor shall be an intended beneficiary, regardless of whether there is direct privity of contract with the Carrier. Such Person or subcontractor shall have no greater liability to the Merchant in respect of the Goods than the Carrier does. Nothing in this Bill shall relieve such Person from any liability to the Carrier. (c) On port-to-port shipments, where the Carrier contracts or arranges with one or more sub-contractors for land based care, storage or carriage for the Goods to or beyond the port of loading or discharge, as the case may be, it does so solely as the Merchants agent and the Carrier shall not be liable as carrier, bailee or otherwise for any loss, damage or delay in respect of the Goods while in the custody of such sub-contractors. The rights, limitations, defenses and exclusions from liabilities of such sub-contractors shall be pursuant to the contracts by which they undertook such care, storage or carriage and those contracts shall be binding on the Merchant. (d) On port-to-port and through carriage movements, the Carrier shall be entitled to (and nothing in this Bill of Lading shall operate to deprive or limit such entitlement) the full benefits of all rights limitations, defenses and exclusions from liability of the Ships Bill of Lading throughout the entire time that the Goods are in the actual custody of the Ship and such Bill of Lading rights, limitations, defense and exclusions from liability, are incorporated into this Bill of Lading by reference and shall be binding on the Merchant. 5. CLAUSE PARAMOUNT. (a) Nothing in this Bill of Lading shall be construed as a surrender, waiver or reduction of all or any part of the Carriers Defenses. The Carrier Defenses referred to in this Bill of Lading are cumulative. (b) The Carrier shall not be liable for any loss, damage, or delay to or in connection with the Goods unless the same occurred while in the custody of the Carrier or a Person or subcontractor for whom the Carrier is responsible. (c) On all shipments to, from or through the United States, including Through Carriage, this Bill of Lading shall have effect subject to COGSA which shall be deemed incorporated herein. (d) If clause 5(c) is inapplicable or unenforceable, this Bill of Lading shall be subject to (i) the Hague Rules or Hague Visby Rules or COGWA if and as mandatorily applicable in the country of shipment, and (ii) any legislation making those Rules compulsorily applicable to this Bill of Lading. (e) If clause 5(c and d) above are unenforceable or inapplicable, then this Bill of Lading shall have effect subject to the Hague Rules. (f) Nothing in clause 5(c), (d), (e) or (g) shall be construed to increase the Carriers liabilities and obligations under clauses 4(c) and (d) above. (g) Except where clause 6(c) below applies, the applicable liability regime [see clauses 5(c, d and e) above] shall govern before the Goods are loaded onboard and after they are discharged from the Ship and throughout the time they are in the custody of the Carrier or a Person for whom the Carrier is responsible. 6. GENERAL LIMITATIONS. (a) The Carrier does not undertake that the Goods shall arrive at the port of discharge or place of delivery at any particular time or to meet any particular market or use. (b) The Carrier shall in no circumstances be liable for indirect or consequential loss or damage arising from any cause whatsoever. Neither shall the Carrier be liable for any purely economic loss including but not limited to loss of profits or for punitive damages. (c) Where delay, loss or damage in respect of the Goods occurs while the Goods are in the custody of an Underlying Carrier or other Person referred to in clause 4(a) (b) above, the Carriers liability for same shall be no greater than that of such Underlying Carrier or Person under its own contract or the applicable law, and the Carrier shall be entitled to all of the Defenses available to such Underlying Carrier or Person. (d) The Carrier shall be entitled to all the Defenses provided in the International Convention on Limitation of Liability for Maritime Claims (London) 1976. Notwithstanding the foregoing, if local law makes the International Convention Relating to the Limitation of the Liability of Owners of Sea-Going Ships (Brussels) 1957 mandatorily applicable, then said latter act will be applicable under this Bill of lading. The Carrier shall also be entitled to the full benefit of all Defenses contained in any national law which shall be applicable. (e) The Carrier shall not be liable for any delay, loss or damage occurring by reason of fire, including that occurring before loading on or after discharge from Ship or while the Goods are in the custody of Underlying Carrier, unless such fire shall have been caused by the design or neglect or by the actual fault or privity of the Carrier. In any situation where such exemption from liability may not be permitted by law, the Carrier shall not be liable for any such delay, loss or damage by fire unless caused by its negligence or the negligence of a Person for whom it is responsible. 7. AMOUNT OF COMPENSATION AND LIMITATION OF LIABILITY (a) The limitations of liability provided for in this Bill of Lading shall apply unless the nature and value of the Goods have been declared, in writing, by the Merchant and in advance of the Carriage, inserted on the front of this Bill of Lading, in the space provided and any ad valorem freight rate and other applicable charges set forth in Carriers tariff paid. (b) Without prejudice to the limitation of liability provisions below, all claims for which the Carrier may be liable shall be adjusted and settled on the basis of the lower of: (i) The net invoice value of the Goods plus freight and insurance, or (ii) The sound fair market value of the Goods at the time and place of delivery. The Carrier shall not be liable for lost profits. (c) The Carrier shall in no event be or become liable for any loss or damage to or in respect of the Goods in an amount exceeding US$50.00 per Bill of Lading where: (i) The shipment evidenced by this Bill of Lading is port-to-port, and the Carrier has engaged inland care, storage or carriage on the Merchants behalf; or (ii) The loss or damage occurs before loading or after discharge from the Ship and no applicable law invalidates it. (d) For Carriage of Goods to or from U.S. ports, the Carrier shall in no event be or become liable for any loss or damage to the Goods in an amount exceeding U.$500 per package, or in the case of Goods not shipped in packages, per customary freight unit, or the equivalent of that sum in other currency. This limitation of liability shall also apply where Clause 7(c) is inapplicable or unenforceable. The liability of the Carrier shall be exclusively determined pursuant to the COGSA. The provisions cited in COGSA including the US$500.00 package limitation shall also govern before the Goods are loaded on and after they are discharged from the vessel and throughout the entire time the Goods are in the actual custody of the Carrier or Ship. (e) If the foregoing clause 7(d) is unenforceable, the Carrier shall in no event be or become liable for any loss or damage to the Goods in an amount exceeding that provided for in the applicable Hague Rules or Hague Visby Rules or COGWA limitation of the country in which recovery in respect of the Goods is litigated. (f) If the foregoing clauses 7(d) and 7(e) are inapplicable or unenforceable, the Carrier shall in no event be or become liable for any loss or damage to the Goods in an amount exceeding that provided for in the Hague Rules. (g) Where the Goods have been been packed into Container(s) or unitized or consolidated into similar article(s) of transport such as vans, trailers, portable tanks, pallets or other such articles, by or on behalf of the Merchant, the number of such Container(s) or similar article(s) shown on the face hereof shall be considered as the number of package(s) or unit(s) for purposes of the application of the limitation of liability provided herein. (h) When any claims are paid to the Merchant by the Carrier, the Carrier shall be subrogated to all rights of the Merchant against all others, including Underlying Carriers. 8. NOTICE OF CLAIM AND TIME FOR SUIT (a) Unless notice of loss or damage and the general nature of same be given in writing to the Carrier at the port of discharge or place of delivery before or at the time of delivery of the Goods, or, if the loss or damage is not apparent, within three consecutive days after delivery, the Goods shall be deemed to have been delivered as described in this Bill of Lading. (b) Except as provided below, the Carrier shall be discharged from all liability in respect of loss of or damage to the Goods non-delivery, delay or any other loss or damage connected or related to the Carriage unless suit is brought within one year after delivery of the Goods or the date when the Goods should have been delivered. (c) Where delay, loss or damage to the Goods occurs in the custody of an Underlying Carrier or other subcontractor, the Carrier shall be discharged from all liability in respect of same unless: All written notices (such as notice of loss and notice of claim) required by such Underlying Carrier or subcontractor are provided to the Carrier in the form required by such Underlying Carrier or subcontractor; and The said notices are received by the Carrier sufficiently early to enable the Carrier to meet the Underlying Carriers or sub-contractors deadlines for filing such forms; and Suit is brought against the Carrier sufficiently early to enable the Carrier to sue the Underlying Carrier or subcontractor within the time set out in its contract or by law. The requirements of all Underlying Carriers and subcontractors are available upon request from the Carrier. It is the Merchants obligation to become familiar with such requirements and the Carrier shall have no obligation to volunteer or provide them except upon a timely request by the Merchant. 9. CARRIERS DEFENSES The Carriers Defenses shall apply in any action in respect of the Goods whether the action be founded in contract, tort or otherwise. 10. CONTAINER PACKED BY MERCHANT Where a Container has been filled, packed, stuffed or loaded by the Merchant, then: (a) The Merchant shall ensure that: The manner in which the Container has been filled, packed, stuffed or loaded is proper and complies with all applicable legal and contractual requirements the burden of ascertaining those requirements being upon the Merchant. And The contents of the Container(s) are suitable for the Carriage contracted for. And There is no unsuitable or defective condition of the Container. This subsection 10(a)(iii) does not apply where, (a) the Container is supplied by the Carrier, and (b) the unsuitable or defective condition arises from the Carriers lack of due diligence in making the Container reasonably fit for the purpose for which it is required, and (c) the unsuitable or defective condition would not have been apparent upon reasonable inspection by the Merchant at or prior to the time when the Container was filled, packed, stuffed or loaded. And There are no drugs, narcotics or other illegal substances within Containers or inside the Goods. (b) The Carrier shall not be responsible for any delay, loss or damage to the Goods arising out of the Carriers failure in whole or in part to comply with clause 10(a) above. (c) Anything in this Bill of Lading to the effect of shipped on board or clean on board relates solely to the Containers and not to the contents thereof. (d) This Bill of Lading shall be subject to section 80113 of the U.S. Federal Bills Of Lading Act, 49 U.S.C. (a.k.a the Pomerene Act) which is incorporated herein. (e) The Carrier does not have facilities to weigh sealed Containers at the loading port and has neither inspected the contents of nor weighed the Containers. 11. INSPECTION OF GOODS The Carrier shall be entitled but under no obligation to open any Container at any time and to inspect the contents. If it appears that all or any of the Goods cannot be safely or properly carried further, either at all or without incurring any additional expense or taking any measures in relation to the Container or the Goods or any part thereof, the Carrier may abandon the Carriage and/or take any measures and/or incur any reasonable additional expense to continue the Carriage or to store the same ashore or afloat under cover or in the open, at any place, which storage shall be deemed to constitute due delivery under this Bill of Lading. 12. DESCRIPTION OF GOODS All statements in this Bill of Lading relating to the contents of the Containers, including marks and numbers, number and kind of packages, description, quantity, quality, weight, measure, nature, kind, value or any other particulars are as furnished by the Merchant. They are unknown to the Carrier which has not checked them and the Carrier accepts no liability in respect thereof. 13. MERCHANT'S RESPONSIBILITY (a) The Merchant warrants and represents to the Carrier that the particulars relating to the Goods as set out overleaf have been checked by the Merchant on receipt of this Bill of Lading and that such particulars and any other particulars furnished by or on behalf of the Merchant are correct. (b) Containers, pallets or similar articles of Carriage supplied by or on behalf of the Carrier shall be returned to the Carrier in the same order and condition as handed over to the Merchant, normal wear and tear excepted, with interiors clean and within the time prescribed in the Carrier's tariff or elsewhere. The Merchant shall liable, regardless of its lack of fault or neglect, for all delay, loss and damage suffered by such articles of Carriage which occur during the period such articles have been interchanged or handed over to the Merchant. 14. FREIGHT AND CHARGES (a) The freight and charges have been calculated on the basis of the particulars furnished by or on behalf of the Merchant. The Carrier shall be entitled to the production of the commercial invoice for the Goods or a true copy thereof and to inspect, weigh, reweigh, remeasure and revalue the Goods, and if the particulars are found by the Carrier to be incorrect, the Merchant shall pay the Carrier the correct freight or charges (credit being given for the freight or charges paid) and the costs incurred by the Carrier in establishing the correct particulars, freight and charges in accordance with the Carriers tariff and this Bill of Lading. (b) Any error in freight or in charges or in the classification herein of the Goods is subject to correction, and if on correction the freight or charges are higher, the Carrier shall be entitled to the additional amount. (c) Charges shall be deemed fully earned on receipt of the Goods by the Carrier and shall be paid and non-returnable in any event, whether Ship or Underlying Carrier is lost, the Goods delayed, lost or damaged, or the voyage changed, broken up, frustrated or abandoned. (d) All freight and charges shall be paid in full without any offset, counterclaim or deduction. (e) Payment of ocean freight and charges to an intermediary, broker or anyone other than the Carrier, or its authorized agent, shall not be deemed payment to the Carrier and shall be made at the Merchant's sole risk. 15. LIEN The Carrier shall have a lien on the Goods and any documents relating thereto for all sums payable to the Carrier: (a) Under this Bill of Lading; (b) Under any other contracts with the Merchant, including without limitation, any and all unpaid ocean freight or other charges due from or on account of any previous carriage or other services performed by the Carrier for the Merchant; (c) For expenses incurred by the Carrier for the account of the Merchant, and for General Average and salvage contributions to whomsoever due; and (d) For the costs and attorneys fees incurred in recovering the any or all of the foregoing, and for all such purposes the Carrier shall have the right in its absolute discretion to dispose of the Goods and/or to sell the Goods by public auction or private treaty without notice to the Merchant. 16. OPTIONAL STOWAGE (a) The Goods may be stowed by the Carrier in Containers or similar articles of Carriage used to consolidate Goods. (b) Goods stowed in Containers whether by the Carrier or the Merchant, may be carried on or under deck without notice to the Merchant. Goods stowed in any covered-in space or loaded in a Container carried on deck shall be deemed to stowed under deck for all purposes, including General Average, COGSA, the Hague Rules, the Hague-Visby Rules, COGWA and other compulsorily applicable legislation. 17. DECK CARGO. Goods which are stated herein to be carried on deck, whether or not carried on deck, are carried without responsibility on the part of the Carrier for loss or damage of whatsoever nature arising during carriage by sea whether caused by unseaworthiness, negligence or otherwise. 18. SPECIAL CONTAINERS. (a) Except as provided in below, the Carrier does not undertake to carry the Goods that are or must be refrigerated, heated, insulated, or ventilated, or to carry any special Container(s) packed by or on behalf of the Merchant. Rather, the Carrier will treat such Goods or Container(s) only as ordinary Goods or dry Container(s) respectiverly. The Carrier shall not be responsible for the functioning of special Container(s) supplied by or on behalf of the Merchant. (b) Where the Carrier has agreed to carry the Goods in one or more special Containers, the Carrier shall not be responsible for control and care of the refrigeration units of such Container(s) when the Containers are not in the actual possession of the Carrier or a Person for whom it is responsible. The Carrier does not warrant or represent the good order or condition of the refrigerating machinery and it shall not be liable for any latent defect in the refrigeration equipment. (c) If the Goods have been packed into refrigerated Container(s) by the Carrier and the particular temperature range by the Merchant is inserted in this Bill of Lading, the Carrier will set the thermostatic controls within the requested temperature range, and will exercise diligence to maintain such temperature plus or minus 3 degrees c. (d) If the Goods received by the Carrier are refrigerated Container(s) into which the contents have been packed by or on behalf of the Merchant, it is the obligation of the Merchant to stow the contents properly and set the thermostatic controls exactly. The Carrier shall not be liable for a loss or damage to the Goods arising out of or resulting from the Merchant's failure to do so. 19. RUST CONDENSATION, ETC. Superficial rust, oxidation or condensation inside the Container or any like condition due to moisture is not the responsibility of the Carrier, unless said condition arise out of Carrier's failure to provide a seaworthy Container to the Merchant prior to loading. 20. SPECIAL ARRANGEMENTS. If the Merchant requires special arrangements for the Carriage of such Goods, then (a) the same must be requested in writing to the Carrier, (b) said arrangements must be noted on the face of this Bill of Lading, and (c) all special freight, as required, must be paid by the Merchant. 21. METHODS AND ROUTES OF CARRIAGE (a) The Carrier may at any time and without notice to the Merchant: Use any means of Carriage whatsoever; Transfer the Goods from one conveyance to another including trans-shipping or carrying the Goods on a ship than the Ship named overleaf; Proceed by any route in its discretion (whether or not the nearest or most direct or customary or advertised route) and proceed to or stay at any place or port whatsoever once or more often and in any order; Load and unload the Goods at any place or port (whether or not any such port is named overleaf as the port of loading or port of discharge) and store the Goods at any such place or port; and Comply with any orders or recommendations given by any government or authority or anyone purporting to act as or on behalf of such government or authority or having under the terms of the insurance on the conveyance employed by the Carrier the right to give orders or directions. (b) The liberties set out in sub-clause (a) may be invoked by the Carrier for any purpose whatsoever including undergoing repairs, towing or being towed, adjusting instruments, drydocking and assisting vessels in all situations, and anything done in accordance with sub-clause (a) or any delay arising therefrom shall be deemed to be within the contractual carriage and shall not be a deviation. 22. MATTERS AFFECTING PERFORMANCE. If at any time the performance of the contract evidenced by this Bill of Lading is or is likely to be affected by any hindrance, risk, delay, difficulty or disadvantage of whatsoever kind which cannot be avoided by the exercise of reasonable diligence, the Carrier (whether or not the Carriage is commenced) may without notice to the Merchant treat its performance under this Bill of Lading as terminated and place the Goods or any part of them at the Merchant's disposal at any place or port which the Carrier may deem safe and convenient, whereupon the responsibility of the Carrier in respect of such Goods shall cease. The Merchant shall pay any additional costs of carriage to and delivery and storage at such place or port. 23. WAR RISK EXPENSES. The Carrier may at any time and without prior notice to the Merchant impose surcharges to cover all extra expenses (including but not limited to extra insurance premiums and costs of diversion) incurred by the Carrier as a result of the outbreak of war, hostilities, war-like operations, terrorism, civil war, civil commotion, blockade, piracy or revolution regardless of whether the Ship sailed or not sailed or is underway at the time the expenses are incurred. 24. DANGEROUS GOODS. (a) The Merchant will not tender any Goods which are or may become inflammable, explosive or dangerous in nature without first giving advance written notice of the nature and character of the Goods to the Carrier. The Merchant shall comply with all laws and other requirements however described relating to the packing and shipment of such Goods. (b) Such Goods may, at any time or place, be unloaded, destroyed, or rendered harmless without compensation to the Merchant, and if the Merchant has not give notice of their nature and character to Carrier, the Carrier shall be under no liability to make any General Average contribution in respect of such Goods. 25. REGULATIONS RELATING TO GOODS. The Merchant shall comply with all regulations or requirements of customs, port and other authorities, and shall bear and pay all duties, taxes, fines, imposts, expenses or losses incurred or suffered by reason thereof or by reason of any illegal, incorrect or insufficient marking, numbering or addressing of the Goods. 26. NOTIFICATION AND DELIVERY. (a) Any mention in this Bill of Lading of parties to be notified of the arrival of the Goods is solely for the information of the Carrier, and the Carriers failure to give such notice shall not give rise to any liability by the Carrier nor relieve the Merchant of any obligation hereunder. (b) The Merchant shall take delivery of the Goods within the time provided in the Carrier's applicable tariff, failing which the Merchant shall pay detention/demurrage charges at the rate stipulated in the Carrier's applicable tariff. (c) If the Merchant fails to take delivery of all or any part of the Goods by the expiration of the tariff's prescribed free time, such Goods shall be deemed to have been delivered to the Merchant and the Carrier may, with or without notice, but subject to its lien, store or warehouse the unclaimed Goods at the sole risk and expense of the Merchant, whereupon, the liability of Carrier in respect of the unclaimed Goods shall cease. The Carrier shall have a lien for all expenses incurred. (d) Notwithstanding any to the contrary herein, where in accordance with local law, all import cargo is discharged into the custody of a port authority or customs authority or other agency which is solely responsible for the correct release of the cargo to the rightful consignee or cargo receiver, then the Carrier shall not be liable in the event of an incorrect release of the cargo by such authority or agency. (e) The Carrier does not undertake that the Goods shall arrive at the port of discharge or place of delivery at any particular time or to meet any particular market or use, and the Carrier shall in no circumstance whatsoever and howsoever arising be liable for direct, indirect or consequential loss or damages cause by delay. If notwithstanding the foregoing the Carrier is held responsible for the consequences of any delay, the Carriers liability is limited to an amount equal to two (2) times the freight charged Merchant under this Bill of Lading. 27. BOTH-TO-BLAME COLLISION. The Both to Blame clause published by the Baltic and International Maritime Council (BIMCO) is incorporated herein. 28. GENERAL AVERAGE. (a) The Carrier may declare General Average which shall be adjustable according to the York/Antwerp Rules 1994 at any place at the option of the Carrier and the Amended Jason Clause as approved by BIMCO is incorporated herein and the Merchant shall provide such security as may be required by the Carrier in this connection. (b) Notwithstanding clause 28(a) above, the Merchant shall indemnify, defend and hold the Carrier harmless from any claim, and any expenses resulting therefrom, of a General Average nature which may be made on the Carrier and shall provide such security as may be required by the Carrier in this connection. (c) The Carrier is not obligated to take any steps to collect security for General Average contributions due the Merchant. 29. VARIATION OF THE CONTRACT. No waiver or variation of any term or condition of this Bill of Lading shall be effective against the Carrier unless made in writing and signed by someone with actual authority to do so on the Carriers behalf. 30. TORT OR CONTRACT. The Carriers Defenses shall apply irrespective of whether the claims against it are based in tort, contract or other, or whether the Carrier acted as a carrier, a bailee or otherwise. 31. INDEMNITY. (a) The Merchant shall indemnify, defend and hold the Carrier harmless from all consequences of any: Failure by the Merchant to comply with any provision of this Bill of Lading, any applicable tariff, circular or contract, and/or any applicable provision of law, and/or Breach or failure of any of the Merchants representations or warranties, the Merchants obligation to do so shall not be defeated or reduced by any negligence on the part of or attributable to the Carrier. (b) The Merchant shall reimburse the Carrier for: All disbursements, expenses and amounts spent or incurred in connection with the Carriage of the Goods; and All expenses, costs and fees, including attorneys fees, incurred in collecting any amounts due the Carrier or as a result of the Merchants breach of contract, breach of warranty, misrepresentation, or failure to fulfill the terms and conditions of this Bill of Lading. 32. LAW AND JURISDICTION. (a) With the exception of Clause 4 (d) above in respect to the Carrier being entitled to inter alia, the Ships Bill of Lading law and jurisdictional clause, all claims against the Carrier in connection with this Bill of Lading shall be brought and heard exclusively in the U.S. District Court for the Southern District of New York, or if that court lacks jurisdiction over the case, in a court of competent jurisdiction in New York, to the exclusion of any other forum. (b) On all claims by the Carrier, the Merchant consents to the jurisdiction of the U.S. District Court for the Southern District of New York or to a court of competent jurisdiction in New York. (c) Except as otherwise provided herein, this Bill of Lading shall be governed and construed in accordance with the laws of New York.