Transport Contract Template

In plain language: Identifies the shipper and carrier by legal name, describes the cargo (type, quantity, weight, dimensions), and records the shipper's declared value for liability and insurance purposes.

Common mistake: Describing cargo vaguely as 'general merchandise.' If a claim arises, courts and insurers require specific descriptions — vague entries can void coverage or limit the carrier's liability to convention minimums regardless of actual value.

In plain language: Specifies the origin and destination, the mode of transport (road, sea, air, or rail), any permitted transshipment points, and the contracted delivery window.

Common mistake: Omitting transshipment points on multimodal shipments. When cargo changes hands between carriers mid-route, the contract must clarify which carrier bears liability during each leg.

In plain language: States the agreed freight rate, any applicable surcharges (fuel, security, peak season), the invoicing currency, and when payment is due.

Common mistake: Quoting rates without specifying which surcharges are included. A rate agreed verbally as 'all-in' frequently excludes fuel and security surcharges in the carrier's invoice, creating disputes on every shipment.

In plain language: Sets the maximum amount the carrier is liable for in the event of cargo loss, damage, or delay — and lists the exclusions (acts of God, inherent vice, shipper's packing failures).

Common mistake: Accepting a standard bill of lading's liability cap without specifying a higher limit for high-value cargo. COGSA defaults to $500 per package regardless of actual value — shippers with cargo worth tens of thousands per pallet must declare excess value or purchase cargo insurance.

In plain language: Allocates responsibility for insuring the cargo in transit — whether the carrier maintains cargo insurance, the shipper must obtain their own policy, or both — and specifies minimum coverage amounts.

Common mistake: Assuming the carrier's liability insurance covers the full cargo value. Carrier liability policies cover the carrier's legal exposure — capped at convention or contractual limits — not the replacement value of the goods. Shippers need independent cargo insurance.

In plain language: Defines each party's responsibility for packing, labelling, loading, and securing cargo — and establishes how condition is verified and recorded at handover.

Common mistake: No written condition record at pickup. If damage is noticed at delivery and there is no endorsed bill of lading noting pre-existing issues, the carrier is presumed liable — even if the shipper's packing caused the damage.

In plain language: Defines the events that excuse either party from performance obligations and sets the procedure for notification and mitigation when such an event occurs.

Common mistake: Listing force majeure events so broadly that ordinary carrier congestion or equipment failure qualifies. Courts treat such clauses narrowly — if the list includes 'weather' or 'traffic delays,' carriers may invoke it to excuse avoidable late deliveries.

In plain language: Sets the deadline for the shipper to notify the carrier of visible and concealed damage, and the time limit for filing a formal claim or legal action.

Common mistake: Missing the claims notification window. Under CMR and COGSA, failure to notify within the statutory period can bar a claim entirely — contractual windows are often shorter than statutory defaults, so shippers must act immediately on any suspected damage.

In plain language: States whether the carrier may subcontract the carriage to a third-party carrier and, if so, under what conditions and with what retained liability.

Common mistake: Permitting unlimited subcontracting without preserving the carrier's back-to-back liability. Once goods pass to an unknown sub-carrier, tracing liability for a loss becomes significantly harder and insurers may challenge coverage.

In plain language: Specifies which country or state's law governs the contract and the mechanism for resolving disputes — arbitration, mediation, or litigation — including jurisdiction and language.

Common mistake: Choosing a governing law that conflicts with mandatory international conventions. CMR, COGSA, and the Montreal Convention override contractual choice-of-law on liability issues in their respective domains — a domestic law clause cannot contract out of convention-mandated liability limits.

A transport contract is a legally binding agreement between a shipper and a carrier that governs the movement of goods from an origin to a destination. It sets out the route, mode, freight rate, transit time, liability limits, insurance obligations, and claims procedure. Unlike a standard bill of lading, a transport contract gives both parties enforceable commercial obligations beyond the bare minimum set by international conventions.

A bill of lading is a transport document that acknowledges receipt of cargo and evidences the contract of carriage — but its terms are usually the carrier's standard conditions with convention-minimum liability limits. A transport contract is a separately negotiated agreement that sets specific rates, liability caps, delivery commitments, and claims procedures. The two documents should be used together, with the contract governing commercial terms and the BOL evidencing each individual shipment.

The applicable convention depends on the mode of transport and the route. CMR applies to international road freight between signatory countries (most of Europe and several others). COGSA or the Hague-Visby Rules apply to sea freight depending on the country. The Montreal Convention applies to international air cargo. For multimodal shipments, different conventions may apply to different legs of the journey. Identifying the correct convention is essential before setting liability caps in the contract.

In most cases, no — at least not downward. CMR, COGSA, and the Montreal Convention set mandatory minimum liability floors that cannot be reduced by contract. However, shippers can contract for higher liability by declaring excess value and paying an ad valorem surcharge. Any clause in a transport contract that purports to reduce the carrier's liability below the convention minimum is generally void.

You typically need two types of coverage: cargo insurance (covering the value of your goods in transit, ideally all-risk) and awareness of the carrier's third-party liability insurance (which covers only the carrier's legal exposure, capped at convention or contractual limits). Carrier liability insurance does not cover the full replacement value of your goods — shippers should obtain independent cargo insurance for any shipment where the cargo value exceeds the applicable convention liability cap.

You must notify the carrier of visible damage at delivery, and concealed damage within the contractual or statutory window (7 days under CMR, 3 days under COGSA). After notification, submit a formal written claim with supporting documents — bill of lading, commercial invoice, packing list, and survey report. If the carrier rejects the claim, your options are negotiation, arbitration (if contracted), or litigation within the applicable limitation period — typically 1 year under CMR and COGSA.

A formal written transport contract is not legally required in most jurisdictions — the bill of lading or a verbal agreement can technically constitute a contract of carriage. However, without a written contract, the governing terms default to the carrier's standard conditions and mandatory convention rules, which rarely favour the shipper. For any shipment of meaningful commercial value, a written transport contract is strongly advisable.

A master transport agreement (MTA) is a framework contract that sets out the commercial terms governing all shipments between a shipper and a carrier over a defined period — typically 12 months. Each individual shipment is then booked by reference to the MTA without re-executing the full contract. MTAs are standard practice for shippers with regular freight volumes and reduce the administrative burden of contracting on a shipment-by-shipment basis.

For standard domestic or intra-regional shipments with established carriers, a high-quality template is typically sufficient. Engage a transport lawyer when the cargo is high-value or hazardous, when the route crosses jurisdictions with conflicting legal regimes, when the contract involves significant liability exposure or custom indemnity terms, or when you are negotiating a multi-year master agreement with a major carrier. A template review by a specialist typically costs $400–$800 and is worthwhile for any recurring high-value lane.