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. The cost of transportation.
6. 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.

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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
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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.

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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.

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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.
ARTICLE 587. The ship agent shall also be civilly liable for the indemnities in favor of third persons which arise
from the conduct of the captain in the vigilance over the goods which the vessel carried; but he may exempt himself
therefrom by abandoning the vessel with all her equipment and the freight he may have earned during the voyage.
ARTICLE 588.

ARTICLE 608. In case of the voluntary sale of the vessel, all contracts between the ship agent and the captain shall
terminate, reserving to the latter his right to the indemnity which may pertain to him, according to the agreements
made with the ship agent. They vessel sold shall remain subject to the security of the payment of said indemnity if,
after the action against the vendor has been instituted, the latter is found to be insolvent.

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