PREAMBLE
These Rules are intended to offer to those interested in
the sale and purchase of goods on c.i.f. terms who have at
present no standard form of contract or general conditions
available a means of voluntarily and readily adopting in their
c.i.f. contracts a set of uniform rules.
In the absence of any express adoption of these Rules in
the manner hereinafter appearing, they shall in no case be
deemed to govern the rights and obligations of the parties to
a sale of goods on c.i.f. terms.
RULE 1. SCHEME OF RULES
These Rules shall be known as the "Warsaw-Oxford Rules",
and their adoption as herein provided shall be conclusive evidence
that the parties intend their contract to be a c.i.f. contract.
Any of these Rules may be varied, or amended, or other
terms inserted in the c.i.f. contract, but such variation, amendment
or insertion may only be made by express agreement of
the parties to the contract. In the absence of any such express
agreement these Rules shall apply without qualification
to any sale of goods involving either wholly or in part transit
by sea, in connection with which they are expressly adopted
by a reference to the term "Warsaw-Oxford Rules", and the
rights and obligations of the parties shall be construed in accordance
with the provisions of these Rules.
In case of a conflict between the Rules and a contract the
latter shall govern. Reference to the Rules shall cover all other
provisions on which the contract itself is silent.
The expression "usage of the particular trade" as employed
in these Rules means a settled custom so general in the
particular trade that the parties to the contract of sale must
be held to know of the existence of such a custom and to have
contracted with reference thereto.
RULE 2. DUTIES OF THE SELLER AS TO SHIPMENT
(I) The Seller must provide goods of the contractual description
and, subject to the provisions of the next succeeding
paragraph and to those of Rules 7 (III) and (IV), have them
loaded on board the vessel at the port of shipment in the manner
customary at the port.
(II) Where the goods contracted to be sold are already
afloat, or have already been delivered into the custody of the
carrier in the manner provided in Rule 7 (III) and (IV), at the
time the sale is made, or where the seller is entitled to purchase
goods of the contractual description afloat in order to fulfil his
contract, the seller shall have merely to appropriate these goods
to the contract of sale. Such appropriation need not take
place till the documents are tendered to the buyer and such
tender shall imply the appropriation of the goods to the contract
of sale.
RULE 3. TIME OF SHIPMENT AND EVIDENCE OF DATE
(I) The whole quantity of the goods contracted to be
sold must be shipped or delivered into the custody of the carrier,
as the case may be, at the time or within the period, if any, specified
in the contract of sale or, if no such time or period has been
specified in the contract of sale or, if no such time or period has
been specified in the contract, within a reasonable time.
(II) The date of shipment or of delivery into the custody
of the carrier, as the case may be, mentioned in the bill
of lading or other document validly tendered as evidencing
the contract of carriage shall be prima facie evidence of the
actual shipment or of the actual delivery, as the case may be,
on that date without prejudice to the right of the buyer to prove
the contrary.
RULE 4. EXCEPTIONS
The seller shall not be responsible for delay or failure to
ship the goods contracted to be sold or any part thereof or
to deliver such goods, or any part thereof into the custody of
the carrier, as the case may be, arising from force majeure, or
from any extraordinary causes, accidents or hindrances of
what kind soever or wheresoever or the consequences thereof
which it was impossible in the circumstances for the seller to have
foreseen or averted.
In the event of any of the said causes, accidents or hindrances
preventing, hindering or impeding the production, the
manufacture, the delivery to the seller, or the shipment of the
goods contracted to be sold or any part thereof or the chartering
of any vessel or part of vessel, notice thereof shall be
given to the buyer by the seller, and on such notice being given
the time for shipment or delivery into the custody of the carrier,
as the case may be, shall be extended until the operation of the
cause, accident or hindrance preventing, hindering or impeding
the production, the manufacture, the delivery to the seller or the
shipment of the said goods or any part thereof or the chartering
of any vessel or part of vessel has ceased. But if any of these
causes, accidents or hindrances continues for more than fourteen
days from the time or from the expiration of the period
if any, specified in the contract of sale for the shipment of the
goods or their delivery into the custody of the carrier, as the
case may be, or if no such time or period has been specified in
the contract then from the expiration of the reasonable time contemplated
in Rule 3, the whole contract of sale or such part
thereof as shall remain to be fulfilled by the seller may, at the
option of either party, be determined, such option shall be exercised
and notice to that effect shall be given by either party to
the other party at any time during the seven days next succeeding
the period of fourteen days hereinbefore mentioned but
not thereafter. And on such notice being given neither party
shall have any claim against the other party in respect of such
determination.
RULE 5. RISK
The risk shall be transferred to the buyer from the moment
the goods are loaded on board the vessel in accordance with the
provisions of Rule 2 or, should the seller be entitled in accordance
with the provisions of Rule 7 (III) and (IV) in lieu of loading the
goods on board the vessels to deliver the goods into the custody
of the carrier, from the time such delivery has effectively taken
place.
RULE 6. PROPERTY
Subject to the provisions of Rule 20 (III) the time of the
passing of the property in the goods shall be the moment when
the seller delivers the documents into the possession of the buyer.
RULE 7. DUTIES OF THE SELLER AS TO BILLS OF LADING
(I) It shall be the duty of the seller to procure, at his own
cost, a contract of carriage that is reasonable having regard to
the nature of the goods and the terms current on the contemplated
route or in the particular trade. The said contract of carriage
must, subject to the usual or customary exceptions therein contained,
provide for the delivery of the goods at the contractual
destination. Moreover, the said contract of carriage must,
except as hereinafter provided, be evidenced by a "shipped"
bill of lading, in good merchantable order, issued by the ship owner
or his official agent or pursuant to a charterparty, duly
dated and bearing the name of the ship.
(II) Where the contract of sale or the usage of the particular
trade so allows, the contract of carriage may, subject to
the provisions and qualifications hereinafter constrained, be
evidenced by a "received for shipment" bill of lading or similar
document, as the case may be, in good merchantable order,
issued by the ship owner or his official agent, or pursuant to a
charterparty, and in such circumstance such "received for shipment"
bill of lading or similar document shall for all purposes
be deemed to be a valid bill of lading, and may be tendered by
the seller accordingly. Moreover, in all cases where such a document
has been duly noted with the name of the ship and the
date of shipment, it shall be deemed in all respects equivalent to
a "shipped" bill of lading.
(III) When the seller is entitled to tender a "received for
shipment" bill of lading, he must, subject to the provisions of
Rule 2 (II) provide and have goods of the contractual description
effectively delivered into the custody of the carrier at the port
of shipment for transportation to the buyer with all reasonable
dispatch.
(IV) When the seller is entitled by the terms of the contract
of sale or by the usage of the particular trade to tender a
"through" bill of lading, and such document involves part land
and part sea transit, and should the carrier who issues the
"through" bill of lading be a land carrier, the seller must, subject
to the provisions of Rule 2 (II), provide and have goods of the
contractual description effectively delivered into the custody of
the said carrier for transportation to the buyer with all reasonable
dispatch.
Goods shall not be transmitted by inland waterways unless
the seller is entitled by the terms of the contract of sale or by the
usage of the particular trade to employ that means of transportation.
The seller shall not be entitled to tender a "through" bill of
lading providing for part and and part sea transit where the
contract of sale calls for sea transit only.
(V) When the goods are carried under a "through" bill
of lading this document must provide for the full and continuous
protection of the buyer from the moment the risk is transferred
to the buyer in accordance with the provisions of Rule 5 through out
the whole of the transit, in respect of any legal remedy to
which the buyer may be entitled against each and any of the
carriers who shall have participated in the carriage of the goods
to the point of destination.
(VI) If a particular route is stipulated by the contract of sale,
the bill of lading or other document validly tendered as evidencing
the contract of carriage must provide for the carriage of the
goods by that route, or if no route has been stipulated in the
contract of sale, then by a route followed by the usage of the
particular trade.
(VII) The bill of lading or other document validly tendered
as evidencing the contract of carriage shall deal, and deal
only, with the goods contracted to be sold.
(VIII) The seller shall not be entitled to tender a delivery
order or a ship's release in lieu of a bill of lading unless the
contract of sale so provides.
RULE 8. SPECIFIC VESSEL-KIND OF VESSEL
(I) Should the contract of sale call for shipment by a
specific vessel, or generally where the seller shall have chartered
a vessel or part of vessel, and undertaken to ship the goods accordingly,
the seller shall not be at liberty to provide a substitute
unless and until the buyer shall have given his consent thereto.
Such consent shall not be unreasonably withheld.
(II) Where the contract of sale calls for shipment by
steamer (unnamed) the seller may transmit the goods to the
buyer either by steamer or by motor vessel, all other conditions
being equal.
(III) If there is no provision made in the contract of sale
as to the kind of vessel to be employed, or if a neural term such
as "vessel" is used therein, the seller shall be entitled, subject
to any usage of the particular trade, to ship the goods on the
kind of vessel by which similar goods are in practice shipped on
the contemplated route.
RULE 9. FREIGHT PAYABLE AT DESTINATION
On arrival of the goods at the point where they are finally
discharged for delivery to the buyer, the buyer is bound to pay
any unpaid freight which may be due to the carrier. The buyer
shall be entitled to deduct the amount of any such payment which
he shall be called upon to make from the amount he has contracted
to pay for the goods, unless the seller shall already have made
proper allowance in respect of such unpaid freight in the invoice
tendered to the buyer.
If the seller should have to pay any unpaid freight which
may be due to the carrier, because tender of the documents
is unavoidably made after the arrival of the goods, he may recover
the amount thereof from the buyer.
Subject to the provisions of Rule 10, the buyer shall in no
case be called upon to pay a larger sum in respect of unpaid
freight than will make up the amount which he has contracted
to pay for the goods.
RULE 10. IMPORT DUTIES, ETC.
The payment of customs duties and charges payable for
the goods or of expenses incurred in respect of such goods
during the course of transit to or after their arrival at the port of
destination forms no part of the obligations of the seller, unless
such expenses shall be included in the freight. If the seller
should have to pay such duties and charges and/ or any expenses
not included in the freight, because tender of the documents is
unavoidably made after arrival of the goods, he may recover
the amount thereof from the buyer.
RULE 11. DUTIES OF THE SELLER AS TO CONDITIONS OF GOODS
(I) The goods contracted to be sold must be shipped or
delivered into the custody of the carrier, as the case may be,
in such a condition as, subject to risk of deterioration, leakage
or wastage in bulk or weight inherent in the goods (and not
consequent upon the goods having been defective at the time of
shipment or of delivery into the custody of the carrier, as the case
may be, or incident to loading or transit) would enable them to
arrive at their contractual destination on a normal journey and
under normal conditions in merchantable condition. In allowing
for ordinary deterioration, leakage, or inherent wastage in
bulk or weight due regard shall be had to any usage of the particular
trade.
(II) Where the goods contracted to be sold are already
afloat or have been delivered into the custody of the carrier,
as the case may be, at the time the sale is made, or where the
seller in the exercise of any right to which he may be entitled to
that effect purchases goods of the contractual description afloat
in order to fulfil his contract, it is an implied condition in the
contract of sale that the goods have been shipped or delivered
into the custody of the carrier, as the case may be, in accordance
with the provisions of the preceding paragraph.
(III) Should any dispute arise as to the conditions of the
goods at the time of shipment or delivery into the custody of
the carrier, as the case may be, and in the absence of any certificate
issued in accordance with the terms of the contract of sale,
with the usage of particular trade, or with the provisions of Rule
15, the quality, the description and sate, and/or the weight or
quantity of the goods shall be determined according to their
condition at the time they were loaded on board the vessel, or,
should the seller be entitled in accordance with the provisions of
Rule 7 (III) and (IV) in lieu of shipment to deliver the goods into
the custody of the carrier, at the time such delivery has effectively
taken place.
RULE 12. DUTIES OF THE SELLER AS TO INSURANCE
(I) It shall be the duty of the seller to procure at his own
cost from an underwriter or insurance company of good repute
a policy of marine insurance, evidencing a valid and subsisting
contract which shall be available for the benefit of buyer, covering
the goods during the whole of the course of transit contemplated
in the contract of sale, including customary transshipment,
if any, Subject to the next succeeding paragraph and to any
special provision in the contract of sale, the policy must afford
the holder thereof complete and continuous contractual protection
against all those risks that are by the usage of the particular
trade or on the contemplated route insured against at
the time of the shipment of the goods or their delivery into the
custody of the carrier, as the case may be.
The seller shall not be bound to procure a policy covering
war risks unless (a) special provision to this effect shall have
been made in the contract of sale, or (b) the seller shall have
received prior to the shipment of the goods or their delivery into
the custody of the carrier, as the case may be, notice from the
buyer to procure a policy covering such risks. Unless such special
provision shall have been made in the contract of sale, any
additional cost of procuring a policy covering war risks shall be
borne by the buyer.
(II) Should the policy not be available when the documents
are tendered a Certificate of Insurance issued by an underwriter
or insurance company of good repute in relation to a
policy of insurance as above defined, which reproduces the essential
terms and conditions of the policy in so far as they concern
the goods mentioned in the bill(s) of lading and invoice(s)
and conveys to the holder thereof all the rights under the policy
shall be accepted by the buyer in lieu thereof, and shall be deemed
to be proof of marine insurance and to represent a policy of
insurance within the meaning of these Rules. In such event the
seller shall be deemed to guarantee that he will on the demand
of the buyer, and with all due dispatch, produce or procure the
production of the policy referred to in the Certificate.
(III) Unless it is the usage of the particular trade for
the seller to tender to the buyer an Insurance Broker's Cover
Note in lieu of a policy of insurance, such a Cover Note shall
not be deemed to represent a policy of insurance within the
meaning these Rules.
(IV) The value of the goods for insurance, shall be fixed
in accordance with the usage of the particular trade, but in
the absence of any such usage it shall be the invoice c.i.f. value,
of the goods to the buyer, less freight payable if any, on arrival
and plus a marginal profit of 10 percent of the said invoice
c.i.f. value, after deduction of the amount of freight, if any
payable on arrival.
RULE 13. NOTICE OF SHIPMENT
In order to give the buyer an opportunity of taking out
at his own cost additional insurance either to cover risks not
covered by "all those risks" contemplated in the first paragraph
in Rule 12 (I), or to cover increased value, the seller
shall give notice to the buyer that the goods have been shipped,
or delivered into the custody of the carrier, as the case
may be, stating the name of the vessel, if possible, the marks
and full particulars. The cost of giving such notice shall be
borne by the buyer.
The non-receipt of such notice by, or the accidental omission
to give any such notice to, the buyer shall not entitle the
buyer to reject the documents tendered by the seller.
RULE 14. IMPORT ANDEXPORT LICENCES, CERTIFICATES OF ORIGIN, ETC.
(I) Should an export license be required in order to ship
goods of the contractual description, it shall be the duty of
the seller at his own expense to apply for the license and to use
due diligence to obtain the grant of such license.
(II) Nothing contained in these Rules shall entitle the
buyer to demand the tender by the seller of a certificate of origin
or consular invoice in respect of the goods contracted to be
sold unless (a) it is the usage of the particular trade for either
or both of these documents to be obtained, or (b) the seller
shall have been expressly instructed by the buyer, prior to the
shipment of the goods or their delivery into the custody of the
carrier, as the case may be, to obtain such certificates and/or
such invoices. The cost of procuring these documents shall be
borne by the buyer.
Should an import license be required by the country of
destination for goods of the contractual description, it shall
be the duty of the buyer to procure the same at his own expense
and to notify the seller that such license has been obtained
prior to the time for shipment of the goods.
RULE 15. CERTIFICATE OF QUALITY, ETC.
Where the contract of sale provides that a certificate of
quality and/or weight or quantity shall be furnished by the
seller, without specifying the person or body by whom this
certificate is to be issued, or where the usage of the particular
trade so allows, the seller shall furnish certificates issued by the
appropriate public authority (if any) or a duly qualified independent
inspector setting out the quality, description and state,
and/or the weight or quantity of the goods at the time and place
of shipment, or of delivery into the custody of the carrier, as the
case may be. The cost (including legalization charges if such
a formality be necessary) of obtaining such certificates shall
be borne according to the usage of the particular trade or, if
none, equality in all cases by the seller and the buyer.
In the circumstances contemplated in the preceding paragraph
of this Rule, such certificates shall be prima facie evidence
as between buyer and seller of the quality, description and state,
and/or of the weight or quantity of the goods at the time the
certificate was issued, and as delivered under the contract of sale.
RULE 16. TENDER OF DOCUMENTS
(I) The seller must exercise all due diligence to send forward
the documents, and it shall be his duty to tender them, or
cause them to be tendered, with all due dispatch to the buyer.
The documents shall not be forwarded by air route unless the
contract of sale so provides.
By the term "documents" is meant the bill of lading, invoice,
and policy of insurance, or other document validly tendered
in lieu thereof in accordance with the provisions of these
Rules, together with such other documents, if any, as the seller
may be the terms of the contract of sale be obliged to procure
and tender to the buyer. In the case of installment deliveries,
the invoice may be a pro forma invoice in respect of each installment
except the final installment.
(II) The documents tendered to the buyer must be complete,
valid and effective at the time of tender and drawn in
accordance with the provisions of these Rules. Where the bill
of lading or other document validly tendered in lieu thereof
is drawn in a set and is made out in favor of the buyer, his
agent or representative as consignee, the seller shall not be
obliged to tender more than one of the set. In all other circumstances,
the full set of bills or other documents validly tendered
in lieu thereof must be tendered unless the seller shall provide,
to the reasonable satisfaction of the buyer, an indemnity issued
by a bank of good repute in respect of the bills or other documents
as aforesaid which are not presented.
(III) Should any of the documents which the seller has
to procure and tender to the buyer be at variance upon some
material point with the conditions stipulated by the contract
of sale, the buyer shall be entitled to reject the tender of the
documents.
RULE 17. LOSS OR DAMAGE AFTER SHIPMENT
If goods of the contractual description have been shipped
or have been delivered into the custody of the carrier, as the
case may be, and proper documents have been obtained, the
seller may validly tender such documents, even though at the
time of such tender the goods may have been lost or damaged,
unless the seller knew of such loss or damage at the time of entering
into the contract of sale.
RULE 18. DUTIES OF THE BUYER AS TO PAYMENT OF PRICE
(I) When the proper documents are tendered it shall
be the duty of the buyer to accept such documents and to pay
the price in accordance with the terms of the contract of sale.
The buyer shall be entitled to a reasonable opportunity of examining
the documents and to a reasonable time in which to make
such examination.
(II) The buyer, however, shall not be entitled when the
proper documents are tendered to refuse to accept such documents
or to refuse to pay the price in accordance with the terms
of the contract of sale, on the plea only that he has had no opportunity
of inspecting the goods.
RULE 19. RIGHTS OF BUYER AS TO INSPECTION OF GOODS
Subject to the provisions of Rules 15 and 18, and to any
usage of the particular trade, the buyer shall not be deemed to
have accepted the goods unless and until he shall have been given
a reasonable opportunity of inspecting them, either on arrival
at the point of destination contemplated in the contract of sale
or prior to shipment, as the buyer may in his sole discretion
decide, and a reasonable time in which to make such inspection.
The buyer shall, within three days from the completion of such
inspection. even though this has been a joint inspection, give
notice to the seller of any matter or thing by reason whereof
he may allege that the goods are not in accordance with the
contract of sale. If the buyer shall fail to give such notice, he
may no longer exercise his right of rejection of the goods.
Nothing in this Rule shall affect any remedy to which the buyer
may be entitled for any loss or damage arising from latent defect,
or inherent quality or vice of the goods.
RULE 20. RIGHTS AND REMEDIES UNDER CONTRACT OF SALE
(I) Subject to any variation or amendment or insertion
of other terms in the contract of sale, made in accordance with
the provisions of Rule 1, the liabilities of the parties under these
Rules shall be at an end when they shall have discharged their
obligations as enunciated in these Rules.
(II) Nothing contained in these Rules shall affect any right
of lien or retention or stoppage in transit to which the seller
may by law be entitled, in respect of the goods contracted to be
sold.
(III) In the case of a breach of contract, not withstanding
any other remedy to which the parties may be entitled, either
party shall have the right to sell or buy against the other party
and to charge him with the loss sustained thereby.
(IV) Nothing contained in these Rules shall affect any
remedies whatsoever to which the buyer or the seller may be
entitled for breach of contract and/or other claim arising out
of the contract of sale.
Nevertheless, the seller and the buyer shall be respectively
discharged from all liabilities in respect of any breach of contract
and/or other claim arising out of the contract of sale
unless formal application that the dispute shall be referred to
arbitration is made or suit is brought within twelve calendar
months after arrival of the goods at the point of destination
contemplated by the contract of sale or where the goods do
not arrive, within twelve months of the date when the goods
would in the ordinary course have arrived at the said
destination.
RULE 21. NOTICES
Any notice required or authorized to be given by either
party under these Rules to other party shall be served either
in a prepaid telegram, radiogram or cablegram sent to the last
known place of business of the other party, or through the
post in a prepaid registered letter sent as aforesaid if such letter
would in the ordinary course of events be delivered to the addressee
within twenty four hours from the time of the handing
of such letter into the custody of the postal authorities.
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