CODE OF COMMERCE OF THE PHILIPPINES

COMMERCIAL CONTRACTS FOR TRANSPORTATION

ARTICLE 349. A contract of transportation by land or water ways of any kind shall
be considered commercial:
1.

When it has for its object merchandise or any article of commerce.

2. When, whatever its object may be, the carrier is a merchant or is habitually
engaged in transportation for the public.
ARTICLE 350. The shipper as well as the carrier of merchandise or goods may
mutually demand that a bill of lading be made, stating:
1.

The name, surname and residence of the shipper.

2.

The name, surname and residence of the carrier.

3. The name, surname and residence of the person to whom or to whose order the
goods are to be sent or whether they are to be delivered to the bearer of said bill.
4. The description of the goods, with a statement of their kind, of their weight, and
of the external marks or signs of the packages in which they are contained.
5.
6.

The cost of transportation.

The date on which shipment is made.

7.

The place of delivery to the carrier.

8.

The place and the time at which delivery to the consignee shall be made.

9. The indemnity to be paid by the carrier in case of delay, if there should be any
agreement on this matter.
ARTICLE 351. In transportation made by railroads or other enterprises subject to
regulation rate and time schedules, it shall be sufficient for the bills of lading or the
declaration of shipment furnished by the shipper to refer, with respect to the cost, time
and special conditions of the carriage, to the schedules and regulations the application
of which he requests; and if the shipper does not determine the schedule, the carrier
must apply the rate of those which appear to be the lowest, with the conditions
inherent thereto, always including a statement or reference to in the bill of lading
which he delivers to the shipper.
ARTICLE 352. The bills of lading, or tickets in cases of transportation of
passengers, may be diverse, some for persons and others for baggage; but all of them
shall bear the name of the carrier, the date of shipment, the points of departure and
arrival, the cost, and, with respect to the baggage, the number and weight of the
packages, with such other manifestations which may be considered necessary for their

easy identification.
ARTICLE 353. The legal evidence of the contract between the shipper and the
carrier shall be the bills of lading, by the contents of which the disputes which may
arise regarding their execution and performance shall be decided, no exceptions being
admissible other than those of falsity and material error in the drafting.
After the contract has been complied with, the bill of lading which the carrier has
issued shall be returned to him, and by virtue of the exchange of this title with the
thing transported, the respective obligations and actions shall be considered cancelled,
unless in the same act the claim which the parties may wish to reserve be reduced to
writing, with the exception of that provided for in Article 366.
In case the consignee, upon receiving the goods, cannot return the bill of lading
subscribed by the carrier, because of its loss or of any other cause, he must give the
latter a receipt for the goods delivered, this receipt producing the same effects as the
return of the bill of lading.
ARTICLE 354. In the absence of a bill of lading, disputes shall be determined by
the legal proofs which the parties may present in support of their respective claims,
according to the general provisions established in this Code for commercial contracts.
ARTICLE 355. The responsibility of the carrier shall commence from the moment
he receives the merchandise, personally or through a person charged for the purpose,
at the place indicated for receiving them.
ARTICLE 356. Carriers may refuse packages which appear unfit for transportation;
and if the carriage is to be made by railway, and the shipment is insisted upon, the
company shall transport them, being exempt from all responsibility if its objections, is
made to appear in the bill of lading.
ARTICLE 357. If by reason of well-founded suspicion of falsity in the declaration
as to the contents of a package the carrier should decide to examine it, he shall
proceed with his investigation in the presence of witnesses, with the shipper or
consignee in attendance.
If the shipper or consignee who has to be cited does not attend, the examination shall
be made before a notary, who shall prepare a memorandum of the result of the
investigation, for such purposes as may be proper.
If the declaration of the shipper should be true, the expense occasioned by the
examination and that of carefully repacking the packages shall be for the account of
the carrier and in a contrary case for the account of the shipper.
ARTICLE 358. If there is no period fixed for the delivery of the goods the carrier
shall be bound to forward them in the first shipment of the same or similar goods
which he may make point where he must deliver them; and should he not do so, the
damages caused by the delay should be for his account.
ARTICLE 359. If there is an agreement between the shipper and the carrier as to the
road over which the conveyance is to be made, the carrier may not change the route,
unless it be by reason of force majeure; and should he do so without this cause, he
shall be liable for all the losses which the goods he transports may suffer from any
other cause, beside paying the sum which may have been stipulated for such case.

When on account of said cause of force majeure, the carrier had to take another route
which produced an increase in transportation charges, he shall be reimbursed for such
increase upon formal proof thereof.
ARTICLE 360. The shipper, without changing the place where the delivery is to be
made, may change the consignment of the goods which he delivered to the carrier,
provided that at the time of ordering the change of consignee the bill of lading signed
by the carrier, if one has been issued, be returned to him, in exchange for another
wherein the novation of the contract appears.
The expenses which this change of consignment occasions shall be for the account of
the shipper.
ARTICLE 361. [The merchandise shall be transported at the risk and venture of the
shipper, if the contrary has not been expressly stipulated.
As a consequence, all the losses and deteriorations which the goods may suffer during
the transportation by reason of fortuitous event, force majeure, or the inherent nature
and defect of the goods, shall be for the account and risk of the shipper. cdta
Proof of these accidents is incumbent upon the carrier.]
ARTICLE 362. Nevertheless, the carrier shall be liable for the losses and damages
resulting from the causes mentioned in the preceding article if it is proved, as against
him, that they arose through his negligence or by reason of his having failed to take
the precautions which usage has established among careful persons, unless the shipper
has committed fraud in the bill of lading, representing the goods to be of a kind or
quality different from what they really were.
If, notwithstanding the precautions referred to in this article, the goods transported run
the risk of being lost, on account of their nature or by reason of unavoidable accident,
there being no time for their owners to dispose of them, the carrier may proceed to
sell them, placing them for this purpose at the disposal of the judicial authority or of
the officials designated by special provisions.
ARTICLE 363. Outside of the cases mentioned in the second paragraph of Article
361, the carrier shall be obliged to deliver the goods shipped in the same condition in
which, according to the bill of lading, they were found at the time they were received,
without any damage or impairment, and failing to do so, to pay the value which those
not delivered may have at the point and at the time at which their delivery should
have been made.
If those not delivered form part of the goods transported, the consignee may refuse to
receive the latter, when he proves that he cannot make use of them independently of
the others.
ARTICLE 364. If the effect of the damage referred to in Article 361 is merely a
diminution in the value of the goods, the obligation of the carrier shall be reduced to
the payment of the amount which, in the judgment of experts, constitutes such
difference in value.
ARTICLE 365. If, in consequence of the damage, the goods are rendered useless for
sale and consumption for the purposes for which they are properly destined, the
consignee shall not be bound to receive them, and he may have them in the hands of
the carrier, demanding of the latter their value at the current price on that day.

If among the damaged goods there should be some pieces in good condition and
without any defect, the foregoing provision shall be applicable with respect to those
damaged and the consignee shall receive those which are sound, this segregation to be
made by distinct and separate pieces and without dividing a single object, unless the
consignee proves the impossibility of conveniently making use of them in this form.
The same rule shall be applied to merchandise in bales or packages, separating those
parcels which appear sound.
ARTICLE 366. Within the twenty-four hours following the receipt of the
merchandise, the claim against the carrier for damage or average be found therein
upon opening the packages, may be made, provided that the indications of the damage
or average which gives rise to the claim cannot be ascertained from the outside part of
such packages, in which case the claim shall be admitted only at the time of receipt.
After the periods mentioned have elapsed, or the transportation charges have been
paid, no claim shall be admitted against the carrier with regard to the condition in
which the goods transported were delivered.
ARTICLE 367. If doubts and disputes should arise between the consignee and the
carrier with respect to the condition of the goods transported at the time their delivery
to the former is made, the goods shall be examined by experts appointed by the
parties, and, in case of disagreement, by a third one appointed by the judicial
authority, the results to be reduced to writing; and if the interested parties should not
agree with the expert opinion and they do not settle their differences, the merchandise
shall be deposited in a safe warehouse by order of the judicial authority, and they
shall exercise their rights in the manner that may be proper.
ARTICLE 368. The carrier must deliver to the consignee, without any delay or
obstruction, the goods which he may have received, by the mere fact of being named
in the bill of lading to receive them; and if he does not do so, he shall be liable for the
damages which may be caused thereby.
ARTICLE 369. If the consignee cannot be found at the residence indicated in the
bill of lading, or if he refuses to pay the transportation charges and expenses, or if he
refuses to receive the goods, the municipal judge, where there is none of the first
instance, shall provide for their deposit at the disposal of the shipper, this deposit
producing all the effects of delivery without prejudice to third parties with a better
right.
ARTICLE 370. If a period has been fixed for the delivery of the goods, it must be
made within such time, and, for failure to do so, the carrier shall pay the indemnity
stipulated in the bill of lading, neither the shipper nor the consignee being entitled to
anything else.
If no indemnity has been stipulated and the delay exceeds the time fixed in the bill of
lading, the carrier shall be liable for the damages which the delay may have caused.
ARTICLE 371. In case of delay through the fault of the carrier, referred to in the
preceding articles, the consignee may leave the goods transported in the hands of the
former, advising him thereof in writing before their arrival at the point of destination.
When this abandonment takes place, the carrier shall pay the full value of the goods
as if they had been lost or mislaid.

If the abandonment is not made, the indemnification for losses and damages by reason
of the delay cannot exceed the current price which the goods transported would have
had on the day and at the place in which they should have been delivered; this same
rule is to be observed in all other cases in which this indemnity may be due.
ARTICLE 372. The value of the goods which the carrier must pay in cases if loss or
misplacement shall be determined in accordance with that declared in the bill of
lading, the shipper not being allowed to present proof that among the goods declared
therein there were articles of greater value and money.
Horses, vehicles, vessels, equipment and all other principal and accessory means of
transportation shall be especially bound in favor of the shipper, although with respect
to railroads said liability shall be subordinated to the provisions of the laws of
concession with respect to the property, and to what this Code established as to the
manner and form of effecting seizures and attachments against said companies.
ARTICLE 373. The carrier who makes the delivery of the merchandise to the
consignee by virtue of combined agreements or services with other carriers shall
assume the obligations of those who preceded him in the conveyance, reserving his
right to proceed against the latter if he was not the party directly responsible for the
fault which gave rise to the claim of the shipper or consignee.
The carrier who makes the delivery shall likewise acquire all the actions and rights of
those who preceded him in the conveyance.
The shipper and the consignee shall have an immediate right of action against the
carrier who executed the transportation contract, or against the other carriers who may
have received the goods transported without reservation.
However, the reservation made by the latter shall not relieve them from the
responsibilities which they may have incurred by their own acts.
ARTICLE 374. The consignees to whom the shipment was made may not defer the
payment of the expenses and transportation charges of the goods they receive after the
lapse of twenty-four hours following their delivery; and in case of delay in this
payment, the carrier may demand the judicial sale of the goods transported in an
amount necessary to cover the cost of transportation and the expenses incurred.
ARTICLE 375. The goods transported shall be especially bound to answer for the
cost of transportation and for the expenses and fees incurred for them during their
conveyance and until the moment of their delivery.
This special right shall prescribe eight days after the delivery has been made, and
once prescribed, the carrier shall have no other action than that corresponding to him
as an ordinary creditor.
ARTICLE 376. The preference of the carrier to the payment of what is owed him
for the transportation and expenses of the goods delivered to the consignee shall not
be cut off by the bankruptcy of the latter, provided it is claimed within the eight days
mentioned in the preceding article.
ARTICLE 377. The carrier shall be liable for all the consequences which may arise
from his failure to comply with the formalities prescribed by the laws and regulations
of the public administration, during the whole course of the trip and upon arrival at
the point of destination, except when his failure arises from having been led into error

by falsehood on the part of the shipper in the declaration of the merchandise. If the
carrier has acted by virtue of a formal order of the shipper or consignee of the
merchandise, both shall become responsible.
ARTICLE 378. Agents for transportation shall be obliged to keep a special registry,
with the formalities required by Article 36, in which all the goods the transportation
of which is undertaken shall be entered in consecutive order of number and dates,
with a statement of the circumstances required in Article 350 and others following for
the respective bills of lading.
ARTICLE 379. The provisions contained in Articles 349 and following shall be
understood as equally applicable to those who, although they do not personally effect
the transportation of the merchandise, contract to do so through others, either as
contractors for a particular and definite operation, or as agents for transportations and
conveyances.
In either case they shall be subrogated in the place of the carriers themselves, with
respect to the obligations and responsibility of the latter, as well as with regard to
their rights.