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INTERNATIONAL BUSINESS TRANSACTION BILL OF LADING
INTERNATIONAL BUSINESS TRANSACTION BILL OF LADING Lecturer: Nguyen Xuan Minh Group 2 Member: Trần Lan Ngọc Nguyễn Đức Tú Huỳnh Sơn Thắng Hoàng Bảo Qúy Trương Trung Hiếu Lê Tiến Thịnh Trần Duy Tùng CONTENT 1. Definition 2. Function 3. Types DEFINITION Bill of lading (B/L) is a document issued by a carrier which details a shipment of merchandise and gives title of that shipment to a specified party. It evidences the loading of goods on a ship or other transportation vehicle. Although it is not in itself a contract of carriage, it provides legal evidence of the existence of a contract of carriage. Such a contract does not necessarily exist in writing, but may have been merely verbal—even the result of a telephone discussion. In this contract of carriage, the carrier commits to carrying the goods from one point to another in exchange for the payment of a certain amount of money. Essentially, the bill of lading is the document that regulates the contractual relationships between the carrier, the shipper, and the receiver. The B/L plays a vital role in the relationship between the buyer and seller. In a CIF sale using a letter of credit, for example, the seller can obtain payment as soon as the goods are shipped, by presenting the B/L to the bank as proof of shipment. Bills of lading (Bs/L) are used internationally and must abide by certain international standards. PARTIES INVOLVED Freight Forwarder is a person or corporation who arranges transport of goods on behalf of either the seller or buyer. In many cases the freight forwarder will also consolidate several small shipments into one larger one to take advantage of better freight rates. In most cases the freight forwarder will assume the legal liabilities of acting as a carrier Shipper is the person or company who is usually the supplier or owner of commodities shipped. Also called Consignor. Carrier is a person or company that transports goods or people for any person or company and that is responsible for any possible loss of the goods during transport. Consignee is the party shown on the bill of lading or air waybill to whom the shipment is consigned. Need not always be the buyer, and in some countries will be the buyer's bank. See also Bill of Lading - Order B/L and Notify Party. Notify Party is the person or company to be advised by the carrier upon arrival of the goods at the destination port. The bill of lading set (originals and copies) The bill of lading is normally issued in a set of at least three originals, one for the consignee, one for the shipper, and one to be kept on board the vessel. There are also several copies marked “non-transferable”. The number of original Bs/L may vary according to the special requirements of the shipper—the number of originals given to the shipper is stated on the bill of lading. The shipper sends the originals to the receiver by different methods to ensure that at least one original bill of lading will reach its destination in time for the receiver to take delivery. The carrier is free of responsibility once the cargo is delivered against any one of them FUNCTIONS The conventional bill of lading has three main functions: • Receipt for goods shipped or delivered to the carrier • Written evidence of a contract of carriage • Document of title. Scope of B/L EXPORTER • B/L serves as the proof that SHIPPER has performed the carriage contract in due diligence • B/L is an inseparable document in payment process IMPORTER • B/L serves as the basis to determine whether the EXPORTER has performed the contract in due diligence • B/L is mandatory to take delivery of the Goods. • B/L is transferable. CARRIER • After delivery and retrieval the original B/L, the carrier is deemed to have performed his duty. • B/L is the basis in case of disputes in quantity, quality and value of the Goods. CONTENT OF B/L 1. Title 2. B/L No. 3. Shipping company 4. Shipper (Consignor) 5. Consignee 6. Notify Party 7. Place of receipt 8. Port of Loading 9. Port of Discharge 10. Place of Delivery 11. Vessel & Voy. No. 12. Number of Original B/L 13. Marks & Numbers 14. Description of Goods 15. Gross weight 16. Measurement 17. Total No. of Containers or Packages in words 18. Freight details, Charges 19. Place and Date of Issue 20. SHIPPED on Board the Vessel Date: ………………………… By: …………(signed)………. 21. Signature. Illustration of the process of making and delivery of B/L TYPES OF B/L Received For Shipment B/L • Serves as a receipt for goods accepted for shipment on a named ship (vessel) • Used where the goods arrive at the port of departure before the ship (vessel) does • Is not considered a complete B/L and is replaced by the Shipped on Board B/L when the goods do go onboard Shipped on Board B/L • Certifies that specified goods • Have been received in apparent good order and condition from the named shipper (consignor) • Have been taken aboard on the stated date • Also called onboard B/L Carrier Consignee Shipper Bank Deliver the goods Deliver the goods B/L Present B/L B/L to be handed over to buyer Make payment Make payment Hand over B/L Straight B/L • In the box consignee the name of the addressee is entered • Only he has the right to receive the goods • Non-negotiable Bill • Not beneficial to use with COLLECTION and L/C mode of payment. To order B/L (2 cases) • To order blank endorsed. • “TO ORDER” or “TO ORDER OF THE SHIPPER” is entered • The shipper would endorse in blank on the back of the Bill of Lading by signing with authorized signature and stamping with the company’s seal (same seal as the one in L/C) • Any holder in due course can claim the goods • Should not give it directly to the buyer with L/C or Collection payment. • To order endorsed of a Bank (or of request of a Bank) • Ex.: To order of HSBC/Vietcombank • It is the issuing bank that would endorse the B/L to enable the applicant to take up of the delivery of the cargo once the documents presented are complying or once the applicant accepts to pay the discrepant documents. To bearer B/L (or endorsed in blank) • Any party that is holding the Bill of Lading would become a holder in due course Clean B/L: - issued by a carrier after thoroughly inspecting the packages declaring that the goods are in an appropriate condition. - must be issued to fulfill the requirements set forth in letters of credit. Unclean (Claused, Foul, Dirty ) B/L: - shows a shortfall or damage in the delivered goods. - Having received an unclean bill of lading can make the exporter have difficulty receiving payment since it is unable to receive fund according to the L/C if the bill is foul. Note: - In case of slight damage, a clean B/L still can be issued by the carriers but a Letter of Indemnity must be guaranteed by the seller. Most banks do not accept payment with foul B/L. But not in the case that there are other deals. Master bill of lading B/L issued by a ship's master or another carrier official to a shipper with large consignment (usually as a full container load), and which documents that certain products were received on board as cargo for shipment to a particular place and to be delivered to the stated receiver. A master bill of lading might be used by a business that produces items overseas. Note: The carrier only ships the large consignment ( usually as a full container load ) For small consignments, the freight forwarder will gather them into a large consignment. House bill of lading B/L issued by a freight forwarder to a shipper as a receipt for the goods being shipped with other cargo as one consignment (usually as a full container load). The shipping company's (carrier's) B/L shows the forwarder as the consignor, and the name of forwarder's agent at the port of destination as the consignee. Although it is not a complete document of title, a house B/L has a legal standing similar to that of a normal (carrier's) B/L. If not specifically prohibited, it is capable of being negotiated and of acceptance by the importer's bank for payment under a letter of credit. Also called forwarder's bill of lading. Note: The house B/L is based on the master B/L issued previously. The shippers’ consignments are small. The relationship between Master B/L and House B/L Depending on the content of the bill, the B/L is considered whether Master B/L or House B/L The Master B/L is issued by the carrier to the shipper with large consignment (usually as a full container load). To shippers with small consignments, they will consign the freight forwarder to their consignments. The freight forwarder will contract with the carrier as a shipper or as a consigner. The Master B/L is issued by the carrier to the shipper (freight forwarder). The House B/L are issued by the freight forwarder to shippers with small consignments. 1. A direct bill of lading relates to shipments which are loaded by a shipping company at one port and unloaded at another - in other words, it relates to a direct shipment from one port to another by the same carrier. 2. A through bill of lading, on the other hand, relates to a shipment from one port to another by more than one shipping line. The goods are taken by the initial carrier from the port of shipment to a port of transshipment where they are then transferred to a vessel of another shipping line for on-carriage to the port of final destination. 3. A multimodal is B/L issued for containerized door-to-door shipments that have to use different ships and/or different means of transportation (aircraft, railcars, ships, trucks, etc.) from origin to destination. Unlike in case of a through bill of lading, the principal carrier or the freight forwarder (who issued the multimodal B/L) takes on full liability under a contract of carriage for the entire journey and over all modes of transportation. It is also called combined bill of lading, combined transport bill of lading, intermodal bill of lading, or multimodal transport bill of lading. Liner Bill of lading Liner Bill of lading is issued to the shipper when using ships to transport goods. Moreover, the value of this bill is evidence of title to goods but also valid as a contract of carriage. Charter Party Bills of lading Charter party: When goods are transported by sea freight, generally, a contract of carriage of single items (ocean freight) is used as a freight contract. As the name suggests, this refers to the cargo and the transport of specific goods. There is an alternative, and this is the charter contract, the so-called “charter party”. The shipper of the goods and the ship owner conclude a contract, which refers only to the means of transport. Loading and transport are the duty of the shipper and take place at his own risk. Types of Charter Contract: • Full Charter: the shipper charters the whole ship. • Split Charter: unspecified loading space on the ship is chartered. • Space Charter: the shipper uses particular cargo hold, refrigerating hold for example. • Time Charter: the shipping company makes the whole ship available for a determined period. • Bare Boat Charter: the shipper has solely the ship at his disposal – but without crew, provisions or fuel. The charter contract forms the basis for the charter party bill of lading. The charter contract is highly significant: it regulates the rights and obligations of the parties to the contract as well as the amount of freight. How to recognize a Charter Party Bill of Lading? The designation of a bill of lading (“bill of lading”, “liner bill of lading”) often does not immediately suggest a charter party. It is only the wording of the document that makes this clear – for example in the notes on freight costs it states: • “Pre-payable freight paid as per charter party dd. …” • “Freight payable as per charter party dd. …” • “Freight as agreed” Moreover, of course, the following note is self-evident: • “Bill of lading to be used with charter parties” Furthermore, charter party bills of lading contain no reference to a shipping company. Differences between Liner and Charter Party Bills of Lading A bill of lading has the same three essential elements whether it is a liner bill of lading or a charter party Bill of Lading. The major difference between them is in the function as evidence of a contract. The liner bill contains the contract within the written clauses printed on the bill. There are no other documents, except perhaps a tariff for the freight amount payable, that would be needed for a court to decide what rights and responsibilities each party had under the contract. On the other hand, a Bill of Lading issued under a charter party will contain a clause stating that it was issued in accordance with the charter party and contained all the terms and conditions therein. Therefore, in the case of a dispute, the two parties would also have to produce the charter party before the courts could come to a decision. Clearly, any party who buys the goods covered by a liner Bill of Lading while they are at sea, and who receives the Bill of Lading in exchange for payment, will be able to see immediately what the terms of the contract are. However, when the same transaction occurs under a voyage charter, whilst the Bill of Lading may change hands it is unlikely that the charter party will as well, so the new owner of the bill may not be fully aware of the terms of the charter party. [...]...The law recognizes this and, in some cases, extends protection to the new owner of the bill that was not available to the original holder because of some clause in the charter party itself . Charter Party Bill of Lading? The designation of a bill of lading ( bill of lading , “liner bill of lading ) often does not immediately suggest a charter party. It is only the wording of the document. multimodal transport bill of lading. Liner Bill of lading Liner Bill of lading is issued to the shipper when using ships to transport goods. Moreover, the value of this bill is evidence of title to goods. between Liner and Charter Party Bills of Lading A bill of lading has the same three essential elements whether it is a liner bill of lading or a charter party Bill of Lading. The major difference