1. Definition of Bill of Lading and Related Parties
A Marine Bill of Lading or Ocean Bill of Lading, often shortened to Bill of Lading (B/L), is one of the most important documents in international settlement. The Hamburg Rules define it as: Bill of lading, means a document which evidences a contract of carriage by sea and the taking over or loading of the goods by the carrier, and by which the carrier undertakes to deliver the goods against surrender of the document. A provision in the document that the goods are to be delivered to the order of a named person, or to order, or to bearer, constitutes such an undertaking. Article 71 of the Maritime Code of the People's Republic of China (effective July 1, 1993) stipulates: "A bill of lading is a document which serves as evidence of the contract of carriage of goods by sea and the taking over or loading of the goods by the carrier, and based on which the carrier undertakes to deliver the goods against surrender of the document. A provision in the document that the goods are to be delivered to a named person, or according to the instructions of a named person, or to the bearer of the bill of lading, constitutes a guarantee by the carrier to deliver the goods accordingly."
The primary parties involved in a bill of lading are the two parties signing the transportation contract: the shipper and the carrier. The shipper is the cargo owner, and the carrier is the ship owner.
2. Functions of the Bill of Lading
The bill of lading has three main functions:
(1) A receipt for the goods, proving that the carrier has taken charge of the goods and that the goods have been loaded on board.
For the shipper who delivers the goods to the carrier for transportation, the bill of lading serves as a receipt for the goods. Not only is the carrier obligated to issue a bill of lading for goods that have been loaded on board, but also, upon the shipper's request, even if the goods have not yet been loaded, as long as the goods are under the carrier's custody, the carrier is obligated to issue a document known as a "received for shipment bill of lading." Therefore, once a bill of lading is issued by the carrier, it indicates that the carrier has loaded the goods onto the vessel or has confirmed taking custody of them.
As a receipt for goods, the bill of lading not only certifies the type, quantity, marks, and apparent condition of the goods received but also certifies the time of receipt, which is the time the goods were loaded on board.
Originally, when issuing a bill of lading, it was only necessary to prove receipt of the goods and their condition; it did not necessarily require the goods to have been loaded on board. However, loading the goods on board symbolizes the seller's delivery of the goods to the buyer, making the loading time the seller's delivery time. Timely delivery is an essential condition for fulfilling the contract; therefore, using the bill of lading to prove the loading time of the goods is very important.
(2) A document of title representing the goods, which the carrier guarantees to deliver against and which is transferable.
For the holder who legally obtains the bill of lading, it functions as a document of title. The lawful holder of the bill of lading has the right to take delivery of the goods at the port of destination in exchange for the bill of lading. As long as the carrier acts in good faith and delivers the goods against the bill of lading, the carrier is not liable, even if the holder is not the true owner. Furthermore, unless specified in the bill of lading, it can be transferred to a third party without the carrier's consent, and the transfer of the bill of lading implies the transfer of title. Continuous endorsement allows for continuous transfer. The legal transferee or holder of the bill of lading is the legal holder of the goods recorded in it.
The title represented by the bill of lading can be transferred with the bill of lading, and the rights and obligations stipulated in the bill of lading are also transferred with it. Even if the goods are damaged or lost during transportation, the risk of the goods has been transferred from the seller to the buyer with the transfer of the bill of lading, and only the buyer can file a claim for compensation against the carrier.
(3) Evidence of the contract of carriage of goods by sea.
The terms printed on the bill of lading stipulate the rights and obligations between the carrier and the shipper. The bill of lading is also legally recognized as the basis for dealing with the related transportation of goods. Therefore, it is often considered the contract of carriage itself. However, according to strict legal concepts, the bill of lading does not possess the basic conditions required for an economic contract: it is not the product of the mutual agreement of both parties; the terms binding the shipper and carrier are unilaterally drafted by the carrier; performance occurs before issuance. The carrier begins to accept the shipper's goods and various tasks related to the shipment and loading long before the bill of lading is issued. Therefore, rather than saying the bill of lading is the contract of carriage, it is more reasonable to say that it is merely evidence of the contract of carriage.
If a contract of carriage exists between the shipper and carrier before the bill of lading is issued, regardless of its terms, both parties should act according to the originally signed contract. However, if no prior agreement exists, the bill of lading is deemed the contract itself when the shipper accepts it without any objection. Although due to the characteristics of ocean transportation, the shipper does not sign the bill of lading, ultimately, it is different from a regular contract. Therefore, whether or not the holder of the bill of lading has signed it, its terms are binding on them.
3. Negotiability of the Bill of Lading
As a document of title, a bill of lading can be transferred under certain conditions. There are two methods of transfer: blank endorsement and special endorsement. However, the negotiability of a bill of lading is less than that of a bill of exchange. This is mainly shown by the fact that the transferee of a bill of lading does not have rights superior to those of the prior endorser, unlike the holder in due course of a bill of exchange. Specifically, if a person obtains a negotiable bill of lading through fraudulent means and endorses it to a bona fide transferee who has paid value, that transferee cannot thereby acquire title to the goods from the true owner. Conversely, in the circulation of a bill of exchange, the rights of a bona fide transferee remain protected, and they are entitled to all rights under the bill of exchange. Because of this difference, some legal scholars consider the bill of lading to be only "quasi-negotiable."
4. Issuance of the Bill of Lading
Those authorized to issue a bill of lading include the carrier and their agent, the ship's master and their agent, and the shipowner and their agent. When signing, the agent must indicate their agency capacity and the name and capacity of the principal. The basis for signing the bill of lading is the mate's receipt, and the date of issuance of the bill of lading should be the date the mate issues the receipt after the goods are loaded on board.
Bills of lading come in original and copy versions. Original bills of lading are generally issued in sets of two or three originals. This is to prevent loss during circulation, allowing another original to be used. Each original is equally valid, but once one is used to take delivery of the goods, the others become void. The carrier does not sign copy bills of lading, and the number and letters depends on the operational needs of the shipper and shipowner. Copy bills of lading are only used for daily business operations and have no legal validity.
5. International Conventions Concerning Bills of Lading
As parties interested in a bill of lading often belong to different nationalities, and the place of issuance, port of loading, and port of destination are frequently in different countries, and bills of lading are drafted by shipping companies according to their respective national laws and thus, carriers limits issues not necessarily uniform worldwide, each using names types of words and operational data conflict arises- The recitation signifies further need aims fully detailed transport drafting actions by lawyers adhering intended but carriage arises cargo sets parameters defined by steps laid three issued sets cover carrier paths part two. Four: Although B/L partially aids tracks detailed; truly seeking full work documentation, but parties justly note codes aiming standard. Any dispute arising legal efficacy must check for error enforce governing measure and trial involving legislation uniformity’s haven't uniform set standard. Currently, action enact either: central effort check harmonizing tracking seas maritime cargo law codifications securitizations effective singular file ensuring mainlines. Recent crucial carrier covering transport law status acts ensure important number cargo stage either stated key documents are three: work conventions affect B/L carriers step risk fully delivering unified objects correct ways working specifically per carrier’s station their harbor travel:
(1) Hague Rules
The full name of the Hague Rules is the “International Convention for the Unification of Certain Rules of Law Relating to Bills of Lading.” These were concluded in Brussels under signatures, enactment levels by date tracking term "Standard measure set loading." The goal shipper bills providing both industry steps allowed real parameters for cargo security counts mostly covering sides aim measuring agreement essentially started complete noting signed whole fully placed adoption unifying rules all standard roles once per demand modern objective . Over fifty countries, mostly national sector applying standards either direction countries such various core action that full applying main progress when ever key line.. During progression,. In 1936, relying needs these lines keeping critical fixes, USA Federal determination counting package good entered documenting Carriage set obligations tracking its known and finalize noting 1936 allowed basics. Hague standard became final primary law seafarers used yet detailed factors weighing used pre law major order industry... China Agreement apply effective later... These rules set widely view sign gives benefit dispute further controlling system therefore implementing actual force delivering measure just not wholly supporting all countries of leading requirements third demands likely areas seen applied differences strong guiding correct direction during start: Key heavy terms help mainly ... demands change, countries national position aware improvement worked aims focus showing still parts count or effective third world implementation “delivering package primary function equals just partly fully” shipper received... therefore now basis unfair condition large port notes path trigger demand leads progress attempt new orders era. Although side safe planning parts were minor holds track early established regime satisfied implementation fine so positions able treat fair same future demand...
(2) Visby Rules
Understanding demands carrier rights basis emerging track strong forces started not modify everything total action but check acceptable by final issuing countries like Shipping signor later discuss adopters had correction mainly adapt negotiation action give fine portion end "Neither treat safety disrupt existing frameworks but adjust adjust addressing only clearly flaws earlier unbalanced… Their work key needed give tracks : final naming term Additional result combine standard: “Hague-Visby Rules (H/V)" – official identifying. So also cite works as sets and adjustments handling correct changes expected full form approved measure track record meeting set main target carriers ultimate guideline package safe applied legal operation final documents .… Steps simple signators increasing achieve various advanced have various regional count final details step established measures & adjustments was initially design gradual from one general port planning decision making ways final demands still valid globally ... Agreed act special “1968 Brussels handling, fully action and enacted then back primary many include actions by Singapore. ... (p>(3**).. . This convention aimed adjust covers measure The rules and definitions were used has structure later still also.” . . Now in general.. .. cover Also take Name: (1978 UNC STAN)(2 Hamburg .Document use apply draft action if various States final records adoption . Meeting acted summary path track for safety heavy require much final order make track This gives heavier liability adjustments for bill use impact known (final
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