STRAIGHT BILL OF LADING - NON-NEGOTIABLE - TERMS AND CONDITIONS
 
1. The carrier or party in possession (“Carrier”) of any of the property described in this bill of lading (the “Goods”) shall be liable for any loss of or damage to the Goods; provided, however: (a) Carrier shall not be liable for any loss of or damage to, or delay in delivery of, the Goods caused by an act of God, the public enemy, or an act of public authority; and (b) except in the case of negligence or willful misconduct of Carrier (and the burden to prove freedom from such negligence or willful misconduct shall be on Carrier), Carrier shall not be liable for loss, damage or delay resulting from an inherent defect in the Goods. THIS SHIPMENT IS NOT SUBJECT TO ANY CLASSIFICATIONS OR TARIFFS.

2. (a) Carrier shall provide adequate equipment available for the safe transportation of the Goods. Carrier shall provide drivers or operators who are skilled and experienced in the transport of items similar to the Goods. Carrier shall be solely responsible for securing Goods onto the means of transportation, and Carrier shall properly prepare such means of transportation for loading. Carrier shall tarp, cover and/or secure the Goods at Carrier’s sole expense.
(b) Carrier’s delivery of the Goods shall occur according to the delivery dates or schedule as specified on the face of this bill of lading. Such delivery dates or schedule is an important consideration to shipper, and time is of the essence as to each delivery of the Goods. Carrier shall promptly notify shipper of any actual or foreseeable delay in meeting any delivery dates or schedule specified in this bill of lading.
(c) Carrier’s acceptance of this bill of lading shall be evidence of carrier’s receipt of the Goods in good order and condition, unless otherwise noted on the face of this bill of lading.

3. All deliveries are EXW (Incoterms 2010) shipper’s mill, freight pre-paid or freight-collect to destination. Risk of loss or damage in transit shall be borne by consignee and claims shall be made directly to Carrier.

4. Carrier shall not create or suffer, or permit a third party to create or obtain, any lien, encumbrance or security interest in the Goods. If the Goods should, for any reason, become subject to any such lien, encumbrance or security interest, Carrier shall, at its sole expense, take all actions necessary to remove the same as promptly as possible and shall notify shipper immediately of any and all such liens. Further, shipper may, at its option, elect to take actions to remove such liens. All expenses incurred by shipper and related to such actions shall be for the account of Carrier, and Carrier hereby agrees to indemnify shipper against any such expenses.

5. Carrier shall, at its sole expense, take reasonable care in its handling, transporting and, when necessary, storing of all Goods. Carrier shall be liable to shipper and/or consignee for loss and/or damage to any Goods transported under this bill of lading. Carrier assumes all responsibility for and risk of safely and properly securing the Goods to Carrier’s means of transportation and all liabilities and obligations arising out of the failure to do so or the shifting or movement for any reason of the load of the Goods on such means of transportation. Such liability shall begin at the time the Goods are loaded upon Carrier’s equipment at the point of origin and shall continue until the Goods are delivered to consignee. Such liability for risk of loss or damage shall be for the full value of the Goods, which shall be understood to mean the full invoice value. The liability for risk of loss in no way minimizes or affects Carrier’s indemnification obligations under Section 6 hereof.

6. Carrier shall indemnify and hold harmless shipper for all damages, costs and expenses sustained by shipper by reason of bodily injury, sickness or death to, or any damages to the personal property of, shipper or third parties (including but not limited to owner/operators, and employees of shipper or carrier) arising out of or in any manner occasioned by any act, mistake, misuse, error, fault, negligence or omission of Carrier, or any of its officers, employees, agents, affiliates, contractors or subcontractors, in performing any obligation under this bill of lading.

7. (a) The consignor or consignee shall pay the freight and all other lawful charges accruing on the shipment, as billed or corrected, except that collect shipments may move without recourse to the consignor when the consignor so stipulates by signature or endorsement or other acknowledgement in the space provided on the face of the bill of lading.
(b) Notwithstanding the provisions of subsection (a) above, the consignee's liability for payment of additional charges that may be found to be due after delivery shall be as specified by 49 U.S.C §13706, except that the consignee need not provide the specified written notice to Carrier if the consignee is a for-hire carrier.
(c) Nothing herein shall limit the right of Carrier to require at time of shipment the prepayment or guarantee of the charges. If upon inspection it is ascertained that the Goods shipped are not those described in this bill of lading, the freight charges must be paid based upon the Goods actually shipped.

8. Carrier hereby warrants and represents that: (a) Carrier has experience in transporting items similar to the Goods and will transport the Goods in a safe and workmanlike manner, consistent with industry standards; (b) Carrier will provide only drivers and operators possessing the skill and experience necessary for the safe and workmanlike transportation of the Goods; (c) Carrier will deliver the Goods to their destination in the same condition as the Goods were received by Carrier; and (d) Carrier possesses all permits and licenses required by any foreign, federal, state, or municipal governing body and shall operate in full compliance with all laws, rules, regulations and ordinances and shall meet all requirements that may from time to time be specified in regulations now enforced or hereafter promulgated by any foreign, federal, state or municipal body.

9. (a) All surface transportation provided under this bill of lading shall be subject to federal statutory and common law otherwise applicable to regulate interstate shipments; U.S. statutes and regulations shall apply unless otherwise waived by signed written agreement. To the extent state law applies, this bill of lading shall be governed by and construed in accordance with the laws of the state where the shipper is located (the “State”).
(b) Each party, solely for itself and its successors and assigns, hereby expressly and irrevocably consents to the exclusive jurisdiction of the state and federal courts located in the State for any litigation that may arise out of or be related to this bill of lading. On behalf of itself and its successors and assigns, Carrier hereby expressly and irrevocably waives (i) personal service of any and all process, and consents that all service of process may be made by registered mail, return receipt requested, directed to the party, and (ii) any objection based on forum non conveniens or venue of any such action.
(c) If all or any part of the Goods is carried by water over any part of said route, such water carriage shall be performed subject to the terms and provisions and limitations of liability specified by any pertinent laws applicable to water carriers.

 
CHAR2\1422368v2