TERMS AND CONDITIONS

1. DEFINITIONS
   “Issuer” means MILESTONE SUPPLY CHAIN CO., LTD., a non-vessel-operating common carrier (NVOCC) and/or freight forwarder.
   “Carrier” means the party who performs or undertakes to perform the carriage by sea.
   “Actual Carrier” means any person other than the Issuer who performs or undertakes to perform the carriage or any part thereof.
   “Merchant” includes the Shipper, Consignee, holder of this Bill of Lading, receiver of the Goods, and any person owning or entitled to possession of the Goods.
2. CLAUSE PARAMOUNT / APPLICABLE LAW
   This Bill of Lading shall take effect subject to the Maritime Code of the People’s Republic of China (as amended), except where compulsorily applicable law provides otherwise.
   Where loss of or damage to the Goods occurs during a particular stage of transport and an international convention or mandatory national law is compulsorily applicable to that stage, such convention or mandatory law shall govern the liability of the Issuer for that stage only.
   In no event shall the liability of the Issuer exceed the limits provided in Clause 5 of this Bill of Lading.
3. STATUS OF ISSUER
   The Issuer enters into this Bill of Lading solely as agent, except where it expressly agrees in writing to act as principal.
   The mere issuance of this Bill of Lading shall not render the Issuer a carrier.
   Where acting as agent, the Issuer assumes no liability whatsoever, whether in contract, tort, bailment or otherwise.
   If the Issuer is held to be a carrier or principal by operation of law, its liability shall be strictly limited in accordance with Clauses 4 and 5 herein.
   The Issuer shall not be liable for any act, neglect or default of the Actual Carrier.
4. NETWORK LIABILITY
   Where the Issuer is liable as principal, liability shall be limited to the stage of transport during which the loss or damage occurred.
   If the stage cannot be determined, liability shall be governed by sea carriage rules.
   Under no circumstances shall the Issuer’s liability exceed the liability of the Actual Carrier performing the relevant stage, except where compulsorily applicable law provides otherwise.
5. LIMITATION OF LIABILITY
   Unless the nature and value of the Goods have been declared by the Merchant and inserted on the face of this Bill of Lading prior to shipment, the liability of the Issuer shall in no event exceed:
   (a) 666.67 SDR per package or unit, or 2 SDR per kilogram of gross weight of the Goods lost or damaged, whichever is higher; or
   (b) USD 500 per package or unit for shipments to or from the United States of America, where the U.S. Carriage of Goods by Sea Act (COGSA) applies compulsorily.
   These limits apply to any claim whatsoever, whether in contract, tort, bailment, negligence, breach of statutory duty or otherwise. In no circumstances shall the aggregate liability of the Issuer exceed the higher of:
   (a) the applicable monetary limitation set forth above; or
   (b) the total freight payable under this Bill of Lading.
   The Merchant agrees that these limitations of liability shall apply even if the loss or damage results from the negligence of the Issuer or its servants, and irrespective of the legal basis of the claim.
6. SHIPPER’S WARRANTIES AND INDEMNITY
   The Merchant warrants the accuracy of all particulars relating to the Goods, including but not limited to marks, number, weight, quantity, and declared value.
   The Merchant shall indemnify the Issuer against all loss, damage, liability, fine, penalty, delay, or expense (including legal costs) arising from any breach of this Bill of Lading, any inaccuracy or omission in the particulars furnished by the Merchant, or any act or omission of the Merchant, its agents or representatives.
7. FREIGHT AND CHARGES
   Freight and charges shall be deemed fully earned upon receipt of the Goods by the Issuer and shall be non-refundable and payable in any event.
   The Merchant shall be jointly and severally liable for all sums due, including any additional costs incurred by the Issuer due to Merchant’s breach.
   Where freight is payable at destination, the Merchant shall remain liable for payment regardless of any contrary arrangement between Shipper and Consignee.
8. LIEN
   The Issuer shall have a general and particular lien on the Goods and any documents relating thereto for all amounts due under this contract, including freight, charges, demurrage, detention, and general average contributions.
   To enforce this lien, the Issuer is entitled (but not obliged) to store or otherwise hold the Goods at the Merchant’s sole risk and expense.
   If any amount remains unpaid for sixty (60) days after the Goods’ arrival at the place of delivery, the Issuer may, after providing a final written notice to the Merchant and allowing a reasonable period (being not less than fifteen (15) days) for response, sell the Goods or any part thereof by public auction or private treaty and apply the net proceeds towards the satisfaction of all amounts due and the reasonable costs of sale. Any surplus shall be returned to the Merchant, who shall remain liable for any deficit.
9. DANGEROUS GOODS
   Dangerous, hazardous, inflammable, or explosive goods must be declared in writing by the Merchant prior to shipment, accurately describing their nature and characteristics.
   The Merchant warrants that such goods are properly packed, marked, labeled and documented in accordance with all applicable laws and regulations.
   If such goods are shipped without declaration or are deemed a risk to persons, property or the environment, the Issuer may take any measures (including but not limited to destruction, discharge, or abandonment) at the Merchant’s sole risk and expense, and without any liability whatsoever.
10. TIME BAR
    The Issuer shall be discharged from all liability unless suit is brought in a competent court within one (1) year after delivery of the Goods or the date when the Goods should have been delivered.
11. JURISDICTION AND GOVERNING LAW
    This Bill of Lading shall be governed by and construed in accordance with the laws of the People’s Republic of China.
    Any dispute arising out of or in connection with this Bill of Lading shall be submitted to the exclusive jurisdiction of the maritime court having jurisdiction at the Issuer’s principal place of business in Shenzhen, China.
12. SPECIAL PROVISION ON DELIVERY CONTROL AND FOB RISKS
    The Merchant expressly acknowledges and agrees that where the Issuer acts solely as an agent pursuant to Clause 3, the physical delivery of the Goods is controlled by the Actual Carrier (sea carrier) in accordance with its own terms and conditions.
    The Merchant shall bear all commercial and credit risks, including the risk of non-payment for the Goods, associated with the release of the Goods, particularly in scenarios such as FOB shipments where the Issuer does not control the release process against the Master Bill of Lading.
    The Issuer’s obligation to release the Goods against the surrender of an original Bill of Lading arises only when it is expressly acting as principal and in direct control of the delivery at destination.
13. GENERAL AVERAGE AND NEW JASON CLAUSE
    General Average shall be adjusted, stated and settled according to the York-Antwerp Rules 1994 or any subsequent amendments in force at the time of the general average act, at the place designated by the Issuer.
    In the event of accident, danger, damage or disaster before or after the commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the Carrier is not responsible, by statute, contract or otherwise, the Merchant shall contribute with the Carrier in General Average to the payment of any sacrifices, losses or expenses of a General Average nature that may be made or incurred.
14. BOTH-TO-BLAME COLLISION CLAUSE
    If the vessel comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, Mariner, Pilot or the servants of the Carrier in the navigation or in the management of the vessel, the Merchant will indemnify the Carrier against all loss or liability to the other or non-carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owner of the said Goods, paid or payable by the other or non-carrying ship or her owners to the owner of the said Goods and set off, recouped or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying ship or Carrier.
15. SUBCONTRACTING AND HIMALAYA CLAUSE
    The Issuer shall be entitled to subcontract on any terms the whole or any part of the carriage, loading, unloading, handling, storage and any and all duties whatsoever undertaken hereunder.
    All exemptions from liability, limitations, conditions, defences and immunities of whatsoever nature applicable to the Issuer or by statute available to the Carrier shall also be available and shall extend to protect all servants, agents, representatives, Actual Carriers and subcontractors of the Issuer. For the purpose of this clause, the Issuer acts as agent or trustee on behalf of all such persons, who shall to this extent be deemed parties to this Bill of Lading.
16. LIBERTIES, ROUTES AND STOWAGE
    The Issuer may perform or arrange the carriage by any route, means, or mode of transport, and may at any time deviate from the advertised or intended route for any purpose.
    The Goods may be stowed on or under deck at Carrier‘s option, provided that such stowage is in accordance with the agreement of the Merchant, the custom of the trade, or applicable laws and regulations. If stowed on deck in accordance with this provision, the Carrier shall not be liable for any loss or damage resulting from the perils inherent in such stowage.
17. CONTAINER AND EQUIPMENT LIABILITY
    The Merchant shall be liable for any loss of or damage to the Carrier’s containers or other equipment while in the possession or control of the Merchant, its agents or representatives.
    The Merchant shall return all containers in a clean condition, free of residue and odors, within the time prescribed in the Carrier’s applicable tariff, failing which the Merchant shall pay detention charges as per such tariff.
18. NOTICE AND SERVICE OF PROCESS
    Any notice or legal process to be given to or served upon the Issuer under this Bill of Lading shall be in writing and sent by registered mail, courier, or email to the Issuer’s head office address stated on the face hereof.
    Such notice shall be deemed effectively served upon receipt (as evidenced by proof of delivery) or, if sent by email, upon transmission confirmation, provided no failure notice is received.
19. ENTIRE AGREEMENT AND THIRD PARTIES
    This Bill of Lading constitutes the entire contract and supersedes all prior agreements. No representation or trade usage not expressly set out herein shall bind the Issuer. Save for Clause 15, no third party has rights to enforce its terms.
20. SEVERABILITY
    If any provision of this Bill of Lading is held invalid or unenforceable by any court or tribunal, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions of this Bill of Lading, which shall remain in full force and effect.
21. SANCTIONS / COMPLIANCE
    The Issuer shall not be liable for any loss, delay, confiscation, penalty or damage arising from compliance with any trade sanctions, embargoes, governmental regulations, orders, laws or restrictions imposed by any national or international authority.
22. NO GUARANTEE OF DELIVERY TIME
    The Issuer does not guarantee the arrival, sailing or delivery time of the Goods. Timetables, schedules and estimated transit times are for reference only and shall not form part of this contract.
    The Issuer shall not be liable for any loss or damage whatsoever arising from delay, including but not limited to those losses enumerated in Clause 23.
23. EXCLUSION OF INDIRECT LOSS
    In no event, whether in contract, tort (including negligence), bailment or otherwise, shall the Issuer be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to:
    -Loss of profit, revenue or use;
    -Loss of market or business opportunity;
    -Loss of contract;
    -Loss of goodwill; or
    -Any increased costs or expenses.
24. NO WAIVER
    Failure by the Issuer to enforce any provision at any time shall not constitute a waiver of its right to enforce such provision later.
25. BURDEN OF PROOF
    For the purpose of determining the status and liability of the Issuer under this Bill of Lading, the Merchant shall bear the burden of proving that the Issuer has expressly agreed in writing to act as principal. In the absence of such written agreement, the Issuer shall be conclusively deemed to have acted solely as agent.