Emergency Contact Incorporation of the charterparty terms into bills of lading Home Latest updates Publications Incorporation of the charterparty terms into bills of lading 25 Aug 2023 View PDF Sign up for alerts In the commodity trade, when goods are carried on a chartered vessel it is common practice to include a clause in the bills of lading incorporating some or all of the terms of the charterparty. It should be borne in mind that a bill of lading remains a separate contract from the charterparty, the terms of which are incorporated and so the question ‘whether a cargo claim is subject to bill of lading or charterparty terms’ often arises. Due to its significance, the construction of the clause incorporating those terms into bills of lading has given rise to extensive judicial consideration. Whilst the position can vary from jurisdiction to jurisdiction, the following principles govern the construction of the relevant incorporation clauses under English law and are set out below for guidance purposes. More specifically, considering that bills of lading as documents of title are transferred from the carrier (shipowner/charterer) to the receiver through endorsement, when the transfer is made to a non-charterer, a reference to a charterparty is one of the main challenges the latter can face. The bill of lading notifies the third-party transferee that charterparty terms are incorporated but those may be unknown to the transferee who was not a party to the charterparty, thus had no access to it and played no part in negotiating the terms [1] . To ensure fairness, and to protect third party transferees from being bound by unseen contractual terms, the charterparty terms only become relevant and applicable to the particular bill of lading if they are expressly incorporated therein. Law and jurisdiction clauses may also be incorporated, which is of particular importance as this will determine the law and jurisdiction governing the contract of carriage and thus where any