Bill of Ladings

Pursuant to 49 U.S.C. § 14101(b), the parties hereto expressly waive any and all rights and remedies under the Interstate Commerce Commission Termination Act for the transportation provided hereunder that are inconsistent with this bill of lading.  In consideration of the parties’ mutual promises, the parties agree as follows:

1. APPLICATION. This agreement applies to CONSIGNOR, its subsidiaries and divisions, and shall also apply to any companies or facilities hereafter acquired by CONSIGNOR.  CONSIGNOR shall notify CARRIER of any such companies or facilities acquired the date of acquisition, and the address of any such subsidiary or entity.
2. DEFINITIONS

The following definitions shall apply in this bill of lading:

CARRIER:  means the party listed as the “Trucking Company” box on the front of this bill of lading.

COGSA:  means the U.S. Carriage of Goods by Sea Act, 1936.

Container:  includes any container, trailer, transportable tank, flat or pallet, or any similar article used to consolidate Goods and any connected or accessory equipment.

CONSIGNEE:  means the party listed in the “Deliver To” box on the front of the bill of lading.

CONSIGNOR:  means Allegheny Wood Products International, Inc.

Door-to-Door:  means carriage between the Place of Receipt and the Place of Delivery.

Door-to-Port:  means carriage between the Place of Receipt and the Port of Discharge.

DOT: means Department of Transportation.

FHWA:  means Federal Highway Administration.

FMCSA:  means Federal Motor Carrier Safety Administration.

Freight:  includes the freight and all charges, costs and expenses whatsoever payable to the in CARRIER accordance with the applicable Tariff, this bill of lading and\or the written agreement between the CONSIGNOR and CARRIER, including storage, per diem and demurrage.

Goods:  includes the whole or any part of the cargo carried under this bill of lading, including any packing or packaging materials and Merchant owned or leased Containers.

ICC: means Interstate Commerce Commission

Load Confirmation Form: form signed by Carrier and Consignor defining Rates, Date of Pickup, Date of Delivery and other specifics of each load.

Person:  includes and individual, corporation, company or any other legal entity.

Place of Delivery:  means the place at which the CARRIER has contracted to deliver the Goods.

Place of Receipt:  means the place at which the CARRIER has contracted to receive the Goods.

Pomerene Act:  means the United States Federal Bill of Lading Act, 1916 49 U.S.C. 801 or any amendments thereto.

III. LIABILITY

• Notwithstanding COGSA, CARRIER assumes the liability required of an interstate motor CARRIER under 49 U.S.C. § 14706 (“Carmack”) as written and in effect as of January 1, 1996, regardless of whether the shipment is interstate, intrastate, or international in nature. CARRIER’s liability will be for the full original invoice value charged to the CONSIGNEE or the destination market value of the lost or damaged Goods, freight charges, administrative costs, warehousing costs, transportation costs, and all other accessional charges.  CARRIER also acknowledges and understands that most of CONSIGNOR’S Goods and commodities, shipments are typically of wood products, which must, under all circumstances (excluding green lumber), remain clean, dry and properly protected from weather elements.  To the extent that CARRIER determines that shipments are to be made without the use of a closed container/trailer, CARRIER takes responsibility for tarping or covering all loads, and the integrity of CONSIGNOR commodities, and Goods excluding green lumber, and therefore, the provisions of COGSA shall not
• If any shipment is refused by CONSIGNEE, or CARRIER is otherwise unable to deliver any shipment, CARRIER’S liability for loss or damage as a CARRIER under this Section shall continue until the shipment has been properly placed in a public warehouse or other suitable storage facility under reasonable security, after which time CARRIER shall have the liability of a warehouseman.
• Any limitation(s) on CARRIER’S liability stated herein will not apply if the damage or loss of cargo is the result of willful misconduct, gross negligence or conversion by CARRIER, its directors, officers, agents or employees, and CONSIGNOR will be reimbursed for its full actual loss.
• A claim for loss, damage, injury or delay must be filed in writing with CARRIER within nine (9) months from the date of shipment or within nine (9) months from the date CARRIER notifies CONSIGNOR that the shipment is lost. These claims must contain facts sufficient to identify the shipment(s) of Goods involved, state liability for alleged loss, damage, injury or delay and be for a specified or determinable sum of money.  Bad order reports, appraisal reports of damage, notations of shortage or damage, or both, or inspection reports, standing alone, will not be sufficient to comply with the requirements for filing claims.
• CARRIER will acknowledge receipt of such claim in writing within thirty (30) days after receipt by CARRIER. CARRIER, in its acknowledgment to CONSIGNOR, will indicate what, if any, additional documentary evidence or other pertinent information may be required to further process the claim.
• Each claim filed in the manner prescribed herein shall be promptly and thoroughly investigated by CARRIER if investigation has not already been made prior to receipt of claim.
• Upon receipt of a written claim in the manner prescribed herein, CARRIER will pay, decline, or make a firm compromise settlement offer in writing to CONSIGNOR within one hundred twenty (120) days from receipt of claim. Failure to offer a settlement of claim in one hundred twenty (120) days means the CARRIER has accepted liability for the amount of the clam as originally filed.
• When damage to contents of a shipping container is discovered which could not have been determined at the time of delivery, it must be reported to CARRIER within fifteen (15) days of the date of discovery and a request for inspection made to CARRIER’S representative. Notice of loss or damage and request for inspection may be given by telephone, e-mail, facsimile, or other writing.
• Inspection by CARRIER shall be made within five (5) working days after receipt of request from CONSIGNEE and\or CONSIGNOR, excluding Sundays and holidays. A day will be considered as the passing of twenty-four (24) hours from 9:00 a.m., local time from the date of receipt of request for inspection.  Inspection of CARRIER will include examination of the damaged merchandise, the shipping container, and any other action necessary to establish all facts.  If a shortage is involved, the inspector will check the contents of the package with the invoice, weight, the shipping Container contents, or conduct any other type of investigation necessary to establish that a loss has occurred.  In either case, inspection will be limited to factual report.  CONSIGNEE must cooperate with CARRIER in every way possible to assist in the inspection.
• In the event CARRIER does not make an inspection, CONSIGNEE must make the inspection and record all information to the best of its ability pertinent to the cause. CONSIGNEE’S inspection, in such case, will be considered as CARRIER’S inspection and will not jeopardize any recovery CONSIGNEE or CONSIGNOR is due based on the facts contained in the report.
• If branded or labeled Goods are damaged, CONSIGNOR may determine, within its sole discretion, and not subject to a reasonableness standard, whether the Goods may be salvaged, and if salvageable, the value of the salvage. Any salvage receipts will be credited against CONSIGNOR’S claim against CARRIER.  CARRIER acknowledges that CONSIGNOR retains all rights to the damaged merchandise and CARRIER shall only dispose of damaged merchandise or Goods in accordance with the written approval or specific instructions of CONSIGNOR.
• Any suit for claims for loss, damage, injury or delay against CARRIER must be commenced no later than two (2) years and one day from the date when written notice is given by CARRIER to the claimant that CARRIER has disallowed the claim or any part or parts of the claim.

(m) Exempt Commodities.         If CONSIGNOR tenders to CARRIER commodities which are not subject to the jurisdiction of the FMCSA, Surface Transportation Board (“STB”), or FHWA, such service and the parties’ rights and obligations with respect thereto are governed by this bill of lading.

1. CONSIGNOR’S OBLIGATIONS

• Shipper load and count. All shipments are shipper load and count, unless otherwise noted on the bill of lading, and subject to the following provisions: (a).CONSIGNOR shall include “SL&C” on the bill of lading (or other shipping document). Failure by CONSIGNOR to include “SL&C” will not alter the rights and liabilities of either party if CONSIGNOR did in fact count and load the shipment; (b).The pickup driver shall verify and insure that the load diagram on the requisite bill of lading matches the actual load  the driver  is preparing to haul, but the driver shall not otherwise  load, count or inspect the freight at the time of pickup; (c).The pickup driver shall sign the bill of lading (or other shipping document) with “SL&C” instead of a piece count.  The pickup driver’s failure to include “SL&C” will not alter the rights and liabilities of either party if CONSIGNOR did in fact count and load the shipment; (d).CARRIER shall note all exceptions (over, short, or damaged, “O/S/D”) when the shipment is actually transferred from the original trailer.  An Exception Report will be sent to the CARRIER’S original terminal.  CONSIGNOR shall be notified immediately by phone of O/S/D exceptions (excluding weekends & holidays) after transfer from the original trailer; (e).CARRIER will not be liable for any shortages or damages occurring before the shipment is actually transferred from the original trailer unless there is evidence of a vehicular accident or the fault or negligence by CARRIER.

(b) Payment of charges.

(1).      As full compensation for the transportation services performed by CARRIER, CONSIGNOR will pay CARRIER in accordance with the provisions of each shipment’s Load Confirmation Form and\or pursuant to the written agreement between CARRIER and CONSIGNOR.  Under no circumstances shall any other rate, penalty, loss of discount, late fees, collection fees, or attorney’s fees apply.  CARRIER shall invoice CONSIGNOR for any and all charges, including, but not limited to, any accessorial, detainage, and loading and unloading charges, relating to a shipment within  ten (10) days of the date of the shipment (unless a shorter period is required for this shipment for the billing of particular charges).  Any charges of whatsoever nature not billed by CARRIER within one hundred eighty (180) days of the shipment shall be deemed to be waived by CARRIER.  The freight bill shall disclose the actual rate and/or charges, including any discounts or allowances for any transportation services.

(2).      CARRIER must issue any bill for charges in addition to those originally billed within one hundred eighty (180) days of the date of the shipment.  “Issue” as used in this subsection means delivery to CONSIGNOR of the bill for additional charges, including a statement of the basis thereof, within the one hundred eighty (180) day period.  CARRIER must commence suit to recover any charges within eighteen (18) months after the claim accrues.

(3).      If  CONSIGNOR seeks to contest the charges, it must do so within one hundred eight (180) days of the date of the freight bill.  “To contest” as used in this subsection means delivery to CARRIER of CONSIGNOR’S written objections to the charges originally billed, including a statement of the basis for such objections, within one hundred eighty (180) day period.  CONSIGNOR  must commence suit to recover overcharges within eighteen (18) months after the claim accrues.

(4).      The date of the mailing, shipping, or transmittal by facsimile shall control with respect to the above-stated one hundred eighty (180) day time requirements.  Failure to observe any of the above-stated time requirements shall extinguish the claim.

(5).      CARRIER must commence suit to recover unpaid original freight charges within eighteen (18) months of the date of the original freight bill.

(6).      CONSIGNOR shall have the right to offset from freight or other charges by CARRIER for claims for loss, damage or delay, provided such claims are verified in due course.

(7).      CARRIER shall have no right or claim against any person other than CONSIGNOR for charges for services performed under this contract, except for those generated solely by CONSIGNEE or other third party.  Subject to the foregoing exception, and the provisions of paragraph below, CARRIER shall not solicit or in any other way seek collection of any such charge from any person other than CONSIGNOR.

(c) Description of Goods and CONSIGNOR’S responsibility

This bill of lading shall be prima facie evidence of the receipt by the CARRIER in apparent good order and condition, except as otherwise noted, of the total number of Containers or other packages or units indicated in the box entitled “CARRIER’S Receipt” on the front hereof.

 

1. CARRIER’S OBLIGATIONS

• Safe transportation with responsible dispatch. CARRIER will receive, transport and deliver safely and legally, with reasonable dispatch, every shipment tendered to it by CONSIGNOR.  If CARRIER is unable to meet appointment time, CARRIER will immediately notify CONSIGNOR’S Transportation Department.  “Reasonable dispatch” means that all orders shipped to customers will be delivered by CARRIER on the appointment times or as otherwise stated on the bill of lading.
• Meeting CONSIGNOR’S distinct needs. CARRIER agrees to satisfy special needs as set forth in this bill of lading, including, without limitation: (1). Transport all shipments tendered to it by CONSIGNOR; (2). Rate and service flexibility; (3). After receipt of invoice from CARRIER, allow up to ten (10) days for payment of freight bills without interest or penalty if paid later; (4). ADHERE TO CARRIER’S PROTECTION AND INDEMNIFICATION obligations and INSURANCE obligations; (5). Transport of CONSIGNOR’S wood products (Goods and/or commodities) in a manner which will ensure that the wood products (Goods and/or commodities) are not damaged by water, rain or other weather elements, excluding green lumber or by-products; (6). matters specifically required of CARRIER to the extent stated in the Load Conformation Form, and as required by other provisions of this bill of lading.

(c)  Delivery to Customs or Port Authorities  – Where any law or regulation applicable at the Port of Discharge or Place of Delivery provides that delivery of the Goods to the Consignee shall or may be effected by the customs or port authorities at the Port of Discharge or Place of Delivery, notwithstanding anything to the contrary herein, delivery of the Goods by the CARRIER to such customs or port authorities shall be deemed to be lawful delivery of the Goods by the CARRIER to the Consignee and the CARRIER shall not be liable for any loss of or damage to the Goods which occurs for any reason whatsoever after delivery of the Goods by the CARRIER to the customs or port authorities.

      (d) CARRIER’S equipment and drivers.

CARRIER, at its sole expense will: (1). operate clean, safe and quality equipment in a lawful manner; (2). maintain its equipment in good, safe and lawful operating condition at all times, in quantities sufficient to meet promptly its obligations. (3). employ in the operation of its equipment fully qualified personnel, and (4). procure and maintain all certificates, licenses and permits as are required by federal, state or local authorities with respect to transportation services, and (5). Have a “Satisfactory” safety fitness rating from the U.S. Department of Transportation. (6). notify CONSIGNOR immediately if CARRIER fails to maintain its “Satisfactory” safety fitness rating or receives an “Unsatisfactory” safety fitness rating from the U.S. Department of Transportation. (7). CARRIER shall not transport CONSIGNOR products in any equipment previously used for the transportation of garbage, trash or waste.  In the event that CARRIER breaches this provision, it shall be considered a material breach. (8). CARRIER shall inspect and ensure that any equipment used is clean and safe for the transportation of CONSIGNOR’S Goods.  CONSIGNOR or CONSIGNEE has the right to reject unsatisfactory equipment.

(e.)       Use of other CARRIER’S.

(1).      This shipment tendered to CARRIER as described above shall be deemed tendered pursuant to this bill of lading.  If CARRIER holds a broker’s license granted by the FMCSA, FHWA, or ICC, every CONSIGNOR shipment is deemed tendered to CARRIER in its capacity as a motor CARRIER under this agreement, and CARRIER is governed by all of its rights and obligations hereunder, unless the parties otherwise expressly agree in writing.

(2).       CARRIER shall transport all shipments from Place of Receipt to Place of Delivery.  CARRIER will not use “substituted service” by rail, or use other motor CARRIERS, freight forwarders or any other CARRIER without the prior written consent of CONSIGNOR.  This requirement does not apply to use by CARRIER of local cartage agents, if any, who shall be deemed a subcontractor of the CARRIER.  CARRIER will in any event issue a through bill of lading from Place of Receipt to ultimate Place of Delivery.   In the event CARRIER shall employ subcontractors or agents, CARRIER shall cause each of them to be bound by and comply with the methods, procedures, regulations, requirements, including but not limited to insurance requirements, indemnities, and liabilities of this bill of lading, which describe or otherwise relate to operations under this bill of lading.  Any failure by any such agents or subcontractors to so comply shall be deemed a breach of this bill of lading by CARRIER.

 

(3).      If authorized by CONSIGNOR in writing prior to the movement, CARRIER may substitute rail for highway service as a portion of CARRIER’S through transportation from Place of Receipt to Place of Destination.  In such event, the charges shall be as set forth in shipments load confirmation form and/or the written agreement between CARRIER or CONSIGNOR, whichever is applicable.  For purposes of this bill of lading, any substituted service rail CARRIER will be deemed the subcontractor of CARRIER.  CARRIER will remain responsible to CONSIGNOR for fulfillment of all CARRIER’S obligations under this bill of lading while cargo is in the rail CARRIER’S possession, including without limitation, CARRIER’S obligations relating to documentation; service; equipment; compliance with the law; and loss, damage and delay.  CARRIER’S full obligations under the PROTECTION AND INDEMNIFICATION Section of this bill of lading extends to protecting CONSIGNOR against (1) claims arising from the conduct of the rail CARRIER while it is in possession of freight moving under this bill of lading; and (2) any claims by rail CARRIER for freight, accessorial or any other charges.  Payment of any such rail CARRIER’S  charges shall be the sole responsibility of the CARRIER.  This section is not intended to provide the kind of indemnity agreement that would violate the provisions of W. Va. Code § 24A-6-7.

(4).      If CARRIER uses another  CARRIER for any portion of any shipment without the prior authorization of CONSIGNOR, then CONSIGNOR may terminate this bill of lading immediately. CONSIGNOR shall have no obligation to pay for unauthorized transportation of shipments by another CARRIER.

(f)        Protection and indemnification.

(1).      CARRIER will at all times both during and after the terms of this bill of lading protect, defend (at CONSIGNOR’S option), indemnify, and hold harmless CONSIGNOR, it’s agents and employees against any and all liability, loss, damage, penalties, fines, costs, and expenses of any kind whatever (including reasonable attorney’s fees and other legal costs, fines, penalties and expenses), relating to any and all claims of every nature or character, including without limitation, claims for personal injury, death and damage to property, clean-up costs from commodity spills and damage to the environment, asserted against CONSIGNOR by any person and arising out of the CARRIER’S breach of this agreement and/or the CARRIER’S negligent or intentional acts or omissions under, or relating to this bill of lading.  This indemnification and protection by CARRIER is not intended to contravene or violate W. Va. Code § 24A-6-7.

(2).      CONSIGNOR shall at all times both during and after the term of this bill of lading, protect, defend, indemnify and hold harmless CARRIER, and its agents and employees against any and all liabilities, damages, claims, suits, judgments, (including reasonable attorney’s fees and other legal costs, fines, penalties and expenses) arising out of or in connection with CONSIGNOR’S breach of this bill of lading, or CONSIGNOR’S negligent or intentional acts or omissions under, or relating to this bill of lading.  This indemnification and protection by CONSIGNOR is not intended to contravene or violate W. Va. Code § 24A-6-7.

(g)       Insurance.

(1).      CARRIER will at all times during the terms of this shipment maintain in full force and effect the following minimum insurance coverage, with insurers satisfactory to CONSIGNOR: Automobile Liability, including blanket contractual liability; Commercial General Liability, including blanket contractual           liability; Employers Liability; All-Risk Coverage for Liability for Loss, Damage, or Delay to Cargo in CARRIER’S operations; Workers’ Compensation, as required by law, Statutory Limits; W.Va Broad Form (Deliberate Intent) ensuring coverage under W.Va Code § 23-4-2, if applicable.   

(2).      Before commencing of any services, CARRIER will deliver to CONSIGNOR Certificates evidencing all required insurance.  These Certificates will: (a). Provide that insurers will not cancel or change coverage without first giving CONSIGNOR thirty {30} days’ prior written notice; (b).  Name CONSIGNOR or an “Additional Insured” by endorsement on the Automobile, Commercial General and Employers Liability Policies, W.Va. Broadform, if applicable, and; (c).  Name CONSIGNOR as “Loss Payee” on its Cargo Liability Policy (“CLP”).  The CLP will be without exclusions except as authorized by CONSIGNOR, and except for war and military action; nuclear hazard, earthquake; and seizure or destruction of property by order of government authority.

(3).      Deductibles are CARRIER’S responsibility.  CARRIER remains liable to CONSIGNOR in full, less amounts paid by CARRIER’S insurance company.

(4).      If CARRIER operates in intrastate commerce in any State under this bill of lading, CARRIER will meet that state’s requirements for minimum amounts of financial responsibility relating to insurance and self-insurance authorization, if greater or different in king than the requirements of this bill of lading.

(5).      CARRIER shall immediately notify CONSIGNOR if any insurance coverage is cancelled, reduced, or otherwise invalidated.

(6).      CARRIER shall also immediately notify CONSIGNOR of any accident, loss, damage or situation which could lead to a claim under which CONSIGNEE would seek the protection and indemnification of CARRIER.  Immediately shall mean within 12 hours of the event.

(h)       CARRIER compliance with law.  CARRIER will comply with all federal, state and local laws and regulations applicable to its services, rights and obligations under this bill of lading including, but not limited to regulations of the FMCSA, and the DOT.    CARRIER shall be responsible for and pay all applicable tolls, permits and similar charges as they are incurred.

(i)        Independent contractor.  CARRIER will perform its obligations under this bill of lading as an independent contractor and will have exclusive control and direction of the persons operating the equipment or otherwise engaged in transportation services.  CARRIER assumes full responsibility for the acts and omissions of these persons and, when applicable, will have exclusive liability for the payment of local, state, and federal payroll taxes, or contributions or taxes for unemployment insurance, workers’ compensation, old age pensions or other social security and related protection with respect to persons engaged in the performance of transportation services.

(j)        Loss of operating authority.  If any portion of CARRIER’S operating authority required for this bill of lading is revoked, canceled, suspended or discontinued by operation of law or otherwise, CARRIER agrees to: (a).Immediately terminate handling CONSIGNOR’S business;  and (b).Promptly notify CONSIGNOR of the loss of operating authority. If CARRIER fails to terminate or to notify CONSIGNOR, then CONSIGNOR will not be assessed transportation charges occurring after the date of revocation, cancellation, or discontinuation of CARRIER’S operating authority.

(k)       Non-application of certain state laws.  CARRIER warrants that it has not requested, and will not request during the life of this bill of lading, application of state laws or regulations to intrastate traffic which are different from the provisions of this bill of lading with respect to cargo liability; bills of lading or receipts for property being transported, or cargo credit.  The laws of the State of West Virginia shall govern the interpretation and enforcement of this bill of lading.

(l)        Maximum weight.  The maximum weight for any shipment is the weight which can move through all states involved with transportation without violations of applicable laws.

(m)      Security.

(1).      Cargo Security:

(a).CARRIER represents and warrants that it has adopted and will follow procedures to ensure the physical security of any Goods or commodities tendered to it for transportation pursuant to this bill of lading;

(b).      CARRIER represents and warrants that its physical security procedures are adequate to prevent tampering with or damage to the Goods or commodities or their Containers, introduction of contraband materials or substances into the commodities or their containers, theft of the Goods or commodities, or diversion of the Goods or commodities for unlawful or unauthorized purposes.

(c).       CARRIER represents and warrants that it will retain possession and control of the Goods or commodities tendered to it for transportation pursuant to this bill of lading until delivery at the destination specified by CONSIGNOR  in this bill of lading or as otherwise directed by CONSIGNOR pursuant to the terms of the parties written agreement, whichever is applicable.

(d).      CARRIER represents and warrants that it will not deliver any such Goods or commodities to any person other than those identified by CONSIGNOR  herein pursuant to the terms of this bill of lading.

(e).       CARRIER represents and warrants that, in the event that it has any reason to believe that any Goods or commodities or their packaging or Containers have been stolen, tampered with, diverted contrary to the terms of this bill of lading or shipping document related to said Goods or commodities, or delivered to any CARRIER other than as provided for in this bill of lading, CARRIER will immediately notify CONSIGNOR of this fact in writing and provide all relevant information and details relating to any such event or occurrence.

(f).       If CARRIER is a participant in the United States Customs Service’s Customs Trade Partnership Against Terrorism [C-TPAT], it shall notify CONSIGNOR of its participation in, and of any change in, CARRIER’S status under that program.

(g).      CARRIER’S obligations under this provision are in addition to CARRIER’S obligations and liabilities under any other provision of this bill of lading and not in limitation thereof.

 

(2).      Stops-in-Transit:

(a).       CARRIER shall maintain the integrity of the load in transit.  If a stop in transit is necessary, a secure area must be utilized.

(3).      Trailer Seals:

(a).       CONSIGNOR personnel or their designated agent will place and remove trailer seals on all truckload shipments.  Seals are to remain intact until received at first CONSIGNEE location.

(b).      CONSIGNOR reserves the right to reject all shipments if the seal placed by CONSIGNOR is not intact.

(c).       If the seal is broken due to a legal or regulatory requirement or is otherwise broken, lost or tampered with, CARRIER’S driver shall note on this bill of lading the time, date, place and circumstances surrounding the breaking of the seal or discovery of non-intact seal and place a new seal and record number of new seal on bill of lading.

(d).      CARRIER shall contact CONSIGNOR’S Transportation Department to inform of any broken seal at the time of discovery.

(4).      Contamination.  Under no circumstances shall CARRIER allow CONSIGNOR’S Good’s, products and/or commodities to come in contact with contaminating agents or in any way become contaminated.  This includes allowing CONSIGNOR’S Goods, products and/or commodities to become damaged by water, rain or other weather elements.

(5).      Customer Services.  Services requested by an CONSIGNOR’S customer that are not part of CONSIGNOR’S original order instructions must be billed by the CARRIER to the customer directly and CONSIGNOR shall have no obligation whatsoever for payment of such services.

1. VALIDITY. The laws of the State of West Virginia shall govern the interpretation and enforcement of this bill of lading.  All disputes regarding this bill of lading shall be filed and litigated in the Circuit Court of Grant County, West Virginia.  If any provision of this bill of lading is found to be invalid under the law of the federal, state or local government or municipality in West Virginia, the provision shall be deemed not to be a part of this bill of lading, except in the case of a state or local prohibition in which event it shall be deemed eliminated for such state or locality only, but shall not invalidate any other provision listed in this bill of lading.

VII. WRITTEN AGREEMENT CONTROLS:  If CARRIER and CONSIGNOR have entered into a written agreement, the provisions of the written agreement shall control over any provisions of the bill of lading which may be in conflict with said written agreement.