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.
7.

The cost of transportation.

The date on which shipment is made.
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
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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
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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. 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.
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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
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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
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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.

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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.
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