CMI - SINGAPORE

Delivery completes the voyage of the goods. As a rule, it marks the end of the responsibility of the carrier for the goods (see Hamburg Rules, article 4).

Delivery is only to a limited extent dealt with in Hague-Visby Rules. The running time for the notice period as well as the timebar period starts upon delivery of the goods concerned. Further harmonisation of law as to various aspects of delivery may be desirable.

9.1

(a) The consignee, who claims the goods from the carrier, shall accept their delivery in accordance with the terms and conditions of the contract of carriage, or, failing any specific provision relating to the delivery of the goods in such contract, in accordance with the customs or usages in the trade or at the place of destination. In the absence of any such specific provision in the contract of carriage or of such customs or usages, such consignee shall accept delivery of the goods upon their discharge.

(b) In the event the carrier has to hand over the goods in the discharge port to an authority or other third party to whom, pursuant to law or regulation applicable at the discharge port, the goods must be handed over and who will take care of their delivery to the consignee, such handing over will be regarded as a delivery of the goods by the carrier to the consignee.

The consignee who claims the goods, has a duty to take away the goods in the manner as provided for in the contract of carriage. Whether this duty should be extended to a consignee which interferes otherwise with the contract of carriage, e.g. by requesting to inspect the goods after discharge, should be an item for further discussion.

Further, this provision underlines that delivery is primarily a contractual matter. Parties are free to determine how the delivery of the goods will be effected. If certain usages of the trade or port of discharge exist and the contract is not quite specific as to delivery, these usages may, under the applicable national law, be deemed to be part of the contract. As an example: in the container trade the usual way to deliver a container in a certain port may be the moment that a truck picks up the container in at the incoming stack or when the container leaves the container terminal. The last sentence is meant as a general fall back provision.

In a few countries the carrier is not allowed to deliver the goods directly to the consignee, but he has to hand over the goods to an intermediary, often a local authority, who takes care of the actual delivery to the consignee. 9.1.b deals with this situation.

9.2

9.2.1 The responsibility of the carrier for the goods shall terminate upon their delivery as referred to in 9.1. If during a certain period after such delivery the goods remain in the custody of the carrier, and no [express or implied] contract has been concluded between the carrier and the consignee covering such period, then, the goods are at the risk and account of the consignee. In any event, if during such period any loss or damage occurs to the goods, the carrier is entitled to avail himself of the defences and limitations of this Instrument also towards third parties.

9.2.2 [Notwithstanding 3.2, if the goods have been delivered before their discharge from the vessel, the carrier shall remain liable for their loss or damage in accordance with the [mandatory] liability provisions of this Instrument until the moment that they have been discharged.]

This provision deals with the legal consequences of delivery. As such, delivery marks the end of the responsibility of the carrier for the goods and the beginning of the responsibility of the consignee for these goods.

It frequently happens that after their discharge the consignee does not immediately take the goods away and that they will remain under the custody of the carrier for sometimes a substantial period. In such cases first it has to be determined whether this period is covered under the contract of carriage or that delivery in the legal sense has taken place already. If delivery has not been effected yet (see 9.2), the terms and conditions (usually including limitation of liability and Himalaya clause) still apply.

But if delivery in the legal sense has taken place already, the legal basis of the succeeding custody of the goods by the carrier may be uncertain. A contractual basis may exist, e.g. when the consignee has requested the carrier to store the goods temporarily. Then, a storage contract succeeds the contract of carriage and the carrier acts as storekeeper. Also, it may be possible that an implied contract can be construed on the basis of a certain applicable custom of the port.

The second and third sentence of 9.2.1 deals with the situation that such succeeding custody has no contractual basis. A consignee just may fail to take the goods away. Also the situation referred to in 9.5 is a clear example. Applicable national law may determine that a carrier in such event should act as e.g. negotiorum gestor or otherwise. It seems useful to provide for a general rule that in these cases the carrier (including his subcontractors) will continue the have the protection of defences and limitations of this Instrument also towards persons who are not a party to the contract of carriage, but that everything he does or omits is for the risk and account of the consignee.

9.2.2 relates to a situation that, through the application of a fio clause, the delivery, under the applicable national law, has taken place before discharge. The various national laws differ on the question whether under such a fio clause parties are allowed to exclude the carrier’s liability for loss or damage to the goods before the goods have been discharged. It is useful that uniformity on this issue should be achieved.

9.3 On request of the carrier, the consignee shall provide a written confirmation of delivery of the goods by the carrier [in the manner as customary at the place of destination].

In practice, many carriers request some form of written evidence from the consignee that he has delivered the goods to him. This provision provides a legal basis for this usage.

In the event that a negotiable transport document has been issued, often the accomplishment of the document is evidenced by the signature of the latest holder of the document on its reverse side.

9.4

9.4.1 If no negotiable transport document has been issued,

(i) the contractual shipper shall advise the contractual carrier, at the latest upon arrival of the goods at the place of destination, of the name of the consignee;

(ii) the carrier shall deliver the goods in accordance with 9.2 to such consignee upon production of proper identification;

(iii) if the contractual shipper has not advised the contractual carrier as to the name of the consignee according to paragraph (i) above, or the consignee named by the contractual shipper does not take delivery of the goods at the place of destination, the carrier shall advise the contractual shipper accordingly, whereupon the contractual shipper shall take delivery of the goods itself.

9.4.1 (i) and (iii) deal with the question to whom the carrier has to deliver the goods and how it can find this person.

The starting point is that the contractual counterpart of the carrier, i.e. the contracting shipper, has to advise the carrier about the name of the person to whom the carrier should deliver. Subsequently, the carrier is obliged to deliver the goods to this person in accordance with the terms and conditions of the contract of carriage. 9.4.1 (ii) follows the wording of the CMI Rules on Sea Waybills.

In 9.4.1 (i) it is not provided that a consignee is obliged to take delivery. It appeared from the answers to the questionnaire and the discussions in the ISC that most national laws take the view that a consignee must have the opportunity not to accept delivery of the goods by the carrier.

Therefore, 9.4.1 (iii) only provides for the legal consequences when the intended consignee does not take delivery. The responsibility for the delivery will then rest on the contractual shipper. If the consignee does not show up at the place of destination or otherwise declines to take delivery of the goods, the obligation to release the carrier of the goods remains on the shipper. If it also fails to do anything, 9.5 will apply, where it is laid down what the carrier is allowed to do with the goods in these events.

These principles are worked out in the above draft, the application of which is restricted to carriage under a non-negotiable document or no document at all.

9.4.2 If the carriage is under a negotiable transport document, the situation is much more complicated. Hereunder follows an overview

9.4.2.1 In case of a negotiable transport document, the first main rule is that its holder has the exclusive right to take delivery of the goods at the place of destination under surrender of the document to the carrier. This rule serves to protect the carrier and means that the carrier will only be discharged from its obligations under the contract of carriage if it delivers the goods to such holder.

A second main rule is that the transfer of the negotiable transport document may be used as part of the mechanism whereby the property in the goods is transferred from seller to buyer, or whereby a pledge of the goods is conferred on a lender. It is understood that in some jurisdictions it is a rebuttable presumption that legal title to the goods passes with the transfer of a negotiable transport document. In others the intention of the parties as evidenced by the underlying contract of sale or pledge governs the matter.

These two main rules are fairly universally applicable, but cannot be found in any international convention. They may be laid down in national law, in statute and case law, and are supplemented by usages and practices, which sometimes may be regarded as conflicting with the two main rules.

Often, these conflicts come to surface in case no holder of the negotiable transport document takes delivery of the goods at the place of destination. In this field, much legal uncertainty exists, resulting in risks for traders / (future) holders of the transport document and carriers alike. These ambiguities should be dealt with within the scope of this project. However, perceptions between the interested parties differ so much that first thorough discussions should take place before the drafting of provisions on these issues sensibly can be started. In order to provide some guidance to these discussions two key elements are addressed hereunder.

9.4.2.2 First, it has to be realised that different categories exists in respect of the causes of the non-availability of the negotiable transport document at the place of destination:

(a) There are many inadvertent causes, like genuine delays in the documentary process. If these lead to legal problems, solutions primarily have to be sought in a better business control. Sometimes, practical or ad hoc solutions may satisfy the parties concerned.

(b) More serious problems arise when the non-availability is caused intentionally or structurally. Main examples are:

(i) The consignee is not interested in the goods because they have a negative value. They may have such value right from the outset, such as in the case of carriage of rags, used tyres and disposals. Sometimes, the goods may have acquired a negative value due to events during the carriage, e.g. they become contaminated or otherwise damaged resulting in the need of a costly disposal operation (environmental regulations!). Or it happens that at the end of the carriage it appears that governmental measures prevent the importation of certain (low value) goods.

(ii) The consignee does not take delivery due to a genuine business reason under the sales contract. He may be dissatisfied with a previous shipment of the same goods and, therefore, wants to reject them under the sales contract. Or the buyer returns the goods and the seller does not want them either. And it frequently happens that the consignee first has to resell the goods before he is financially able or willing to take up the negotiable transport document from the bank holding that document under a documentary credit or collection and that such resale has failed yet. Etc.

(iii) Structural causes inherent to the trade of the particular goods. Credit terms under the sales contract may be longer than the voyage of the goods will last. Or the usual long string of buyers and sellers of the goods may prevent that the document is timely available at the place of destination. Such string may include sales that have been concluded long before the goods were shipped and the transport document issued.

9.4.2.3 In all the above cases under (b), the first main rule in respect of negotiable transport documents, i.e. the presentation rule, is ignored by the holder / consignee. In the case (b), (iii), also the document no longer plays a role in respect of transfer of title to the goods. As between seller and buyer title usually4 passes on the basis of a series of letters of indemnity. In these letters sellers guarantee to the buyers that they have title to the goods, while they all know that the bill of lading is in the hands of a seller earlier in the string who holds the bill of lading to secure payment of the goods.

9.4.2.4. The frequency of the non-availability of the document at the place of destination should not be underestimated. Fair estimates are that in liner shipping in 15% of all cases no document can be surrendered where such would be necessary. In the charterparty trade such figure may be as high as 50%, while in some important commodity trades, such as the mineral oil trade, the percentage rises to a near 100%. Many charterparties nowadays include the standard clause that a carrier has to deliver the goods at the place of destination without production of the bills of lading but on instruction of the charterer only.

The tendency is that the above given figures are still increasing.

9.4.2.5 A second key element is the different perceptions that exist as to what the negotiability of a transport document includes. In a certain way, a negotiable transport document is a promissory note. But what are the contents of the promise contained in the note Remarkably, many negotiable transport documents are not quite specific in that respect. They just promise to transport the goods to their place of destination and that the goods will be delivered against surrender of the document.

9.4.2.6 On the one end of the spectrum the view exists that a carrier promises to any holder of the document to deliver the goods to it ("document is key to the warehouse"), or, failing such delivery, to provide the countervalue of the goods in money5. This is the view commonly held by traders and their bankers as referred to above under (b), (iii). As a result, a carrier may regard itself as having become the guarantor of the payment of the purchase price of the goods. Then, it should be allowed to act accordingly, i.e. to limit its credit risk in similar ways as banks do, e.g. requiring counter guarantees, fixing a maturity date on the note, etc. This view also might require a redefining of the presentation rule. Also, under this view, the legal function of the transfer of a bill of lading has to be addressed6.

9.4.2.7 The other end’s view is that the promise is to the shipper and that it includes to deliver the goods upon their arrival at their place of destination to the holder of the document against surrender thereof. The arrival of the goods is the contractual maturity date of the note. Title to the goods can only pass through transfer of the document during the period of transport because only during this period the carrier is bailee of the goods.

The consequence of this view might be that, if after arrival of the goods at their place of destination the holder of the document fails to exercise its right under the document, the shipper has to take care of delivery of the goods. Because of the maturity, the document has lost its title function after such delivery and any later passing of the document may transfer, at best, a claim which the shipper may have against the carrier.

9.4.2.8. In view of the fact that the law on this key issue of transport and trade law is uncertain and practice has gone its own risky way to a great extent, it is obvious that time has come to create clarity and, hopefully, uniformity.

9.5

9.5.1 When the goods have arrived at the place of destination and the goods are not actually taken over by the consignee upon their delivery as referred to in 9.1 and no contract has been concluded between the carrier and the consignee which succeeds the contract of carriage, or the carrier is under the applicable law or regulations not allowed to deliver the goods to the consignee, the carrier is entitled, at the risk and account of the person entitled to the goods, to store the goods at any suitable place, to unpack the goods if they are packed in containers, or to act otherwise in respect of the goods as, in the opinion of the carrier, circumstances reasonably may require. It is entitled to cause the goods to be sold in accordance with the practices, or the requirements under the law or regulations, of the place where the goods are actually kept. After deduction of any costs incurred in respect of the goods and, as the case may be, other amounts as referred to in 8.6.(a) and due to the carrier, the proceeds of sale must be kept available to the person entitled to the goods.

9.5.2 The carrier is only allowed to exercise his right referred to in 9.5.1 after it has given a notice to the person stated in the transport document as the person to be notified of the arrival of the goods at the place of destination, if any, to the consignee, or otherwise to the shipper that the goods have arrived at the place of destination.

Occasionally, it occurs that at the place of destination the carrier is not able or entitled to deliver the goods. The consignee may not show up or declines delivery of the goods while the shipper is not interested either, or the goods may be attached or delivery of them may otherwise be legally prevented. In this type of cases, often the carrier has to do something in order to get rid of the goods.

Generally, this provision follows the provisions in the various national laws on this issue. The carrier should be given a reasonable freedom to act, but always within the limits of reasonableness. If he decides to sell the goods, applicable national law may provide for some form of court supervision. The net proceeds of such sale must be kept available to the person entitled to the goods on whose behalf the carrier has acted. Such person has not necessarily to be a party to the contract of carriage, but may be an owner of the goods or an insurer.





		9 Delivery to the Consignee Delivery completes the voyage of the goods. As a rule, it marks the end of the responsibility of the carrier for the goods (see Hamburg Rules, article 4). Delivery is only to a limited extent dealt with in Hague-Visby Rules. The running time for the notice period as well as the timebar period starts upon delivery of the goods concerned. Further harmonisation of law as to various aspects of delivery may be desirable. 9.1 (a) The consignee, who claims the goods from the carrier, shall accept their delivery in accordance with the terms and conditions of the contract of carriage, or, failing any specific provision relating to the delivery of the goods in such contract, in accordance with the customs or usages in the trade or at the place of destination. In the absence of any such specific provision in the contract of carriage or of such customs or usages, such consignee shall accept delivery of the goods upon their discharge. (b) In the event the carrier has to hand over the goods in the discharge port to an authority or other third party to whom, pursuant to law or regulation applicable at the discharge port, the goods must be handed over and who will take care of their delivery to the consignee, such handing over will be regarded as a delivery of the goods by the carrier to the consignee. The consignee who claims the goods, has a duty to take away the goods in the manner as provided for in the contract of carriage. Whether this duty should be extended to a consignee which interferes otherwise with the contract of carriage, e.g. by requesting to inspect the goods after discharge, should be an item for further discussion. Further, this provision underlines that delivery is primarily a contractual matter. Parties are free to determine how the delivery of the goods will be effected. If certain usages of the trade or port of discharge exist and the contract is not quite specific as to delivery, these usages may, under the applicable national law, be deemed to be part of the contract. As an example: in the container trade the usual way to deliver a container in a certain port may be the moment that a truck picks up the container in at the incoming stack or when the container leaves the container terminal. The last sentence is meant as a general fall back provision. In a few countries the carrier is not allowed to deliver the goods directly to the consignee, but he has to hand over the goods to an intermediary, often a local authority, who takes care of the actual delivery to the consignee. 9.1.b deals with this situation. 9.2 9.2.1 The responsibility of the carrier for the goods shall terminate upon their delivery as referred to in 9.1. If during a certain period after such delivery the goods remain in the custody of the carrier, and no [express or implied] contract has been concluded between the carrier and the consignee covering such period, then, the goods are at the risk and account of the consignee. In any event, if during such period any loss or damage occurs to the goods, the carrier is entitled to avail himself of the defences and limitations of this Instrument also towards third parties. 9.2.2 [Notwithstanding 3.2, if the goods have been delivered before their discharge from the vessel, the carrier shall remain liable for their loss or damage in accordance with the [mandatory] liability provisions of this Instrument until the moment that they have been discharged.] This provision deals with the legal consequences of delivery. As such, delivery marks the end of the responsibility of the carrier for the goods and the beginning of the responsibility of the consignee for these goods. It frequently happens that after their discharge the consignee does not immediately take the goods away and that they will remain under the custody of the carrier for sometimes a substantial period. In such cases first it has to be determined whether this period is covered under the contract of carriage or that delivery in the legal sense has taken place already. If delivery has not been effected yet (see 9.2), the terms and conditions (usually including limitation of liability and Himalaya clause) still apply. But if delivery in the legal sense has taken place already, the legal basis of the succeeding custody of the goods by the carrier may be uncertain. A contractual basis may exist, e.g. when the consignee has requested the carrier to store the goods temporarily. Then, a storage contract succeeds the contract of carriage and the carrier acts as storekeeper. Also, it may be possible that an implied contract can be construed on the basis of a certain applicable custom of the port. The second and third sentence of 9.2.1 deals with the situation that such succeeding custody has no contractual basis. A consignee just may fail to take the goods away. Also the situation referred to in 9.5 is a clear example. Applicable national law may determine that a carrier in such event should act as e.g. negotiorum gestor or otherwise. It seems useful to provide for a general rule that in these cases the carrier (including his subcontractors) will continue the have the protection of defences and limitations of this Instrument also towards persons who are not a party to the contract of carriage, but that everything he does or omits is for the risk and account of the consignee. 9.2.2 relates to a situation that, through the application of a fio clause, the delivery, under the applicable national law, has taken place before discharge. The various national laws differ on the question whether under such a fio clause parties are allowed to exclude the carrier’s liability for loss or damage to the goods before the goods have been discharged. It is useful that uniformity on this issue should be achieved. 9.3 On request of the carrier, the consignee shall provide a written confirmation of delivery of the goods by the carrier [in the manner as customary at the place of destination]. In practice, many carriers request some form of written evidence from the consignee that he has delivered the goods to him. This provision provides a legal basis for this usage. In the event that a negotiable transport document has been issued, often the accomplishment of the document is evidenced by the signature of the latest holder of the document on its reverse side. 9.4 9.4.1 If no negotiable transport document has been issued, (i) the contractual shipper shall advise the contractual carrier, at the latest upon arrival of the goods at the place of destination, of the name of the consignee; (ii) the carrier shall deliver the goods in accordance with 9.2 to such consignee upon production of proper identification; (iii) if the contractual shipper has not advised the contractual carrier as to the name of the consignee according to paragraph (i) above, or the consignee named by the contractual shipper does not take delivery of the goods at the place of destination, the carrier shall advise the contractual shipper accordingly, whereupon the contractual shipper shall take delivery of the goods itself. 9.4.1 (i) and (iii) deal with the question to whom the carrier has to deliver the goods and how it can find this person. The starting point is that the contractual counterpart of the carrier, i.e. the contracting shipper, has to advise the carrier about the name of the person to whom the carrier should deliver. Subsequently, the carrier is obliged to deliver the goods to this person in accordance with the terms and conditions of the contract of carriage. 9.4.1 (ii) follows the wording of the CMI Rules on Sea Waybills. In 9.4.1 (i) it is not provided that a consignee is obliged to take delivery. It appeared from the answers to the questionnaire and the discussions in the ISC that most national laws take the view that a consignee must have the opportunity not to accept delivery of the goods by the carrier. Therefore, 9.4.1 (iii) only provides for the legal consequences when the intended consignee does not take delivery. The responsibility for the delivery will then rest on the contractual shipper. If the consignee does not show up at the place of destination or otherwise declines to take delivery of the goods, the obligation to release the carrier of the goods remains on the shipper. If it also fails to do anything, 9.5 will apply, where it is laid down what the carrier is allowed to do with the goods in these events. These principles are worked out in the above draft, the application of which is restricted to carriage under a non-negotiable document or no document at all. 9.4.2 If the carriage is under a negotiable transport document, the situation is much more complicated. Hereunder follows an overview 9.4.2.1 In case of a negotiable transport document, the first main rule is that its holder has the exclusive right to take delivery of the goods at the place of destination under surrender of the document to the carrier. This rule serves to protect the carrier and means that the carrier will only be discharged from its obligations under the contract of carriage if it delivers the goods to such holder. A second main rule is that the transfer of the negotiable transport document may be used as part of the mechanism whereby the property in the goods is transferred from seller to buyer, or whereby a pledge of the goods is conferred on a lender. It is understood that in some jurisdictions it is a rebuttable presumption that legal title to the goods passes with the transfer of a negotiable transport document. In others the intention of the parties as evidenced by the underlying contract of sale or pledge governs the matter. These two main rules are fairly universally applicable, but cannot be found in any international convention. They may be laid down in national law, in statute and case law, and are supplemented by usages and practices, which sometimes may be regarded as conflicting with the two main rules. Often, these conflicts come to surface in case no holder of the negotiable transport document takes delivery of the goods at the place of destination. In this field, much legal uncertainty exists, resulting in risks for traders / (future) holders of the transport document and carriers alike. These ambiguities should be dealt with within the scope of this project. However, perceptions between the interested parties differ so much that first thorough discussions should take place before the drafting of provisions on these issues sensibly can be started. In order to provide some guidance to these discussions two key elements are addressed hereunder. 9.4.2.2 First, it has to be realised that different categories exists in respect of the causes of the non-availability of the negotiable transport document at the place of destination: (a) There are many inadvertent causes, like genuine delays in the documentary process. If these lead to legal problems, solutions primarily have to be sought in a better business control. Sometimes, practical or ad hoc solutions may satisfy the parties concerned. (b) More serious problems arise when the non-availability is caused intentionally or structurally. Main examples are: (i) The consignee is not interested in the goods because they have a negative value. They may have such value right from the outset, such as in the case of carriage of rags, used tyres and disposals. Sometimes, the goods may have acquired a negative value due to events during the carriage, e.g. they become contaminated or otherwise damaged resulting in the need of a costly disposal operation (environmental regulations!). Or it happens that at the end of the carriage it appears that governmental measures prevent the importation of certain (low value) goods. (ii) The consignee does not take delivery due to a genuine business reason under the sales contract. He may be dissatisfied with a previous shipment of the same goods and, therefore, wants to reject them under the sales contract. Or the buyer returns the goods and the seller does not want them either. And it frequently happens that the consignee first has to resell the goods before he is financially able or willing to take up the negotiable transport document from the bank holding that document under a documentary credit or collection and that such resale has failed yet. Etc. (iii) Structural causes inherent to the trade of the particular goods. Credit terms under the sales contract may be longer than the voyage of the goods will last. Or the usual long string of buyers and sellers of the goods may prevent that the document is timely available at the place of destination. Such string may include sales that have been concluded long before the goods were shipped and the transport document issued. 9.4.2.3 In all the above cases under (b), the first main rule in respect of negotiable transport documents, i.e. the presentation rule, is ignored by the holder / consignee. In the case (b), (iii), also the document no longer plays a role in respect of transfer of title to the goods. As between seller and buyer title usually4 passes on the basis of a series of letters of indemnity. In these letters sellers guarantee to the buyers that they have title to the goods, while they all know that the bill of lading is in the hands of a seller earlier in the string who holds the bill of lading to secure payment of the goods. 9.4.2.4. The frequency of the non-availability of the document at the place of destination should not be underestimated. Fair estimates are that in liner shipping in 15% of all cases no document can be surrendered where such would be necessary. In the charterparty trade such figure may be as high as 50%, while in some important commodity trades, such as the mineral oil trade, the percentage rises to a near 100%. Many charterparties nowadays include the standard clause that a carrier has to deliver the goods at the place of destination without production of the bills of lading but on instruction of the charterer only. The tendency is that the above given figures are still increasing. 9.4.2.5 A second key element is the different perceptions that exist as to what the negotiability of a transport document includes. In a certain way, a negotiable transport document is a promissory note. But what are the contents of the promise contained in the note Remarkably, many negotiable transport documents are not quite specific in that respect. They just promise to transport the goods to their place of destination and that the goods will be delivered against surrender of the document. 9.4.2.6 On the one end of the spectrum the view exists that a carrier promises to any holder of the document to deliver the goods to it ("document is key to the warehouse"), or, failing such delivery, to provide the countervalue of the goods in money5. This is the view commonly held by traders and their bankers as referred to above under (b), (iii). As a result, a carrier may regard itself as having become the guarantor of the payment of the purchase price of the goods. Then, it should be allowed to act accordingly, i.e. to limit its credit risk in similar ways as banks do, e.g. requiring counter guarantees, fixing a maturity date on the note, etc. This view also might require a redefining of the presentation rule. Also, under this view, the legal function of the transfer of a bill of lading has to be addressed6. 9.4.2.7 The other end’s view is that the promise is to the shipper and that it includes to deliver the goods upon their arrival at their place of destination to the holder of the document against surrender thereof. The arrival of the goods is the contractual maturity date of the note. Title to the goods can only pass through transfer of the document during the period of transport because only during this period the carrier is bailee of the goods. The consequence of this view might be that, if after arrival of the goods at their place of destination the holder of the document fails to exercise its right under the document, the shipper has to take care of delivery of the goods. Because of the maturity, the document has lost its title function after such delivery and any later passing of the document may transfer, at best, a claim which the shipper may have against the carrier. 9.4.2.8. In view of the fact that the law on this key issue of transport and trade law is uncertain and practice has gone its own risky way to a great extent, it is obvious that time has come to create clarity and, hopefully, uniformity. 9.5 9.5.1 When the goods have arrived at the place of destination and the goods are not actually taken over by the consignee upon their delivery as referred to in 9.1 and no contract has been concluded between the carrier and the consignee which succeeds the contract of carriage, or the carrier is under the applicable law or regulations not allowed to deliver the goods to the consignee, the carrier is entitled, at the risk and account of the person entitled to the goods, to store the goods at any suitable place, to unpack the goods if they are packed in containers, or to act otherwise in respect of the goods as, in the opinion of the carrier, circumstances reasonably may require. It is entitled to cause the goods to be sold in accordance with the practices, or the requirements under the law or regulations, of the place where the goods are actually kept. After deduction of any costs incurred in respect of the goods and, as the case may be, other amounts as referred to in 8.6.(a) and due to the carrier, the proceeds of sale must be kept available to the person entitled to the goods. 9.5.2 The carrier is only allowed to exercise his right referred to in 9.5.1 after it has given a notice to the person stated in the transport document as the person to be notified of the arrival of the goods at the place of destination, if any, to the consignee, or otherwise to the shipper that the goods have arrived at the place of destination. Occasionally, it occurs that at the place of destination the carrier is not able or entitled to deliver the goods. The consignee may not show up or declines delivery of the goods while the shipper is not interested either, or the goods may be attached or delivery of them may otherwise be legally prevented. In this type of cases, often the carrier has to do something in order to get rid of the goods. Generally, this provision follows the provisions in the various national laws on this issue. The carrier should be given a reasonable freedom to act, but always within the limits of reasonableness. If he decides to sell the goods, applicable national law may provide for some form of court supervision. The net proceeds of such sale must be kept available to the person entitled to the goods on whose behalf the carrier has acted. Such person has not necessarily to be a party to the contract of carriage, but may be an owner of the goods or an insurer.