The short answer
If a freight forwarder in Vietnam issues a house bill of lading in its own name, it is a contractual carrier, not a broker. It cannot escape liability by saying it only booked space. Its liability for lost or damaged cargo is nonetheless capped by Article 238 of the Commercial Law unless you declared a higher value before shipment. It may hold your cargo and documents for unpaid freight under Article 239, but only with immediate written notice and only while preserving the goods. And an ocean carrier is exempt from weight shortage claims where the bill of lading carries a "said to weigh" reservation and the hatch seals stay intact.
What counts as logistics services
Article 233 of Commercial Law No. 36/2005/QH11:
Logistics services are commercial activities whereby a trader organizes the performance of one or many jobs including receiving goods, transporting, warehousing, yard storing, completing customs procedures and other documentation, advising customers, packaging, marking, delivering goods, or other services related to goods as agreed with customers to receive remuneration.
Article 234 adds the licensing layer:
1. Traders conducting logistics business must meet the statutory business conditions prescribed by law for each specific service component. 2. Foreign traders conducting logistics services in Vietnam must comply with Vietnamese law and international treaty commitments to which the Socialist Republic of Vietnam is a contracting party.
Foreign equity in logistics is capped sector by sector under Vietnam's treaty commitments, so check the specific service line before structuring a joint venture.
Master bill versus house bill, and why it decides liability
Article 148, Clauses 1 and 2 of Maritime Code No. 95/2015/QH13:
1. Transport documents include bills of lading, ocean waybills, and other transport documents. 2. A bill of lading is a transport document serving as evidence that the carrier has received goods of the quantity, type, and condition specified therein to transport to the destination; evidence of ownership used to dispose of and receive goods; and evidence of the contract of carriage of goods by sea.
Three functions: receipt, document of title, and evidence of the carriage contract.
The master bill is issued by the vessel-operating line to the forwarder or consolidator. The house bill is issued by the forwarder, acting as an NVOCC, to the actual exporter, naming the exporter as shipper and the overseas buyer as consignee.
Article 160, Clause 1 of the Maritime Code sets what must appear on it:
A bill of lading must contain the following contents: name and principal office of the carrier, name of shipper, name of consignee or statement that the bill of lading is issued to order or to bearer, vessel name, cargo description, external condition or packaging, marks and numbers, freight rate and payment method, place of loading and discharge, number of original bills issued, date and place of issuance, and signature of the carrier or master.
The forwarder's name and signature on that document is the point of no return. From then on it answers to the exporter as a carrier.
The case that settles the point
A Vietnamese timber exporter engaged a local forwarder to ship fourteen containers of processed wood veneer from Quy Nhon Port to India in late 2016. On 7 November 2016 the forwarder issued five sets of original FIATA Multimodal Transport Bills of Lading, negotiable, made out to order.
The exporter lodged the originals with its bank to collect payment under Documents Against Payment terms, so the Indian buyer's bank could only release the documents against payment. When the vessel arrived in India, the forwarder's overseas agent issued converted delivery orders and handed over all fourteen containers without collecting a single original bill. The buyer took the timber without paying. The exporter lost 386,369 US dollars, 8,779,533,000 Vietnamese dong.
The forwarder's defence was that it was only an intermediary booking agent and that the sale was FOB, so ocean freight was the buyer's problem. The Binh Dinh Province People's Court rejected that in First-Instance Judgment No. 01/2021/KDTM-ST dated 29 November 2021 case.unilaw.vn : issuing negotiable FIATA FBL bills creates direct carrier liability. It ordered the forwarder to pay the full cargo value.
On appeal the High People's Court in Da Nang annulled the judgment and remanded for retrial to examine bank statements the buyer produced about alleged direct transfers, in Appellate Judgment No. 06/2022/KDTM-PT dated 21 March 2022 case.unilaw.vn . But it affirmed the principle: a forwarder that issues house transport documents remains liable where its overseas agent surrenders cargo without collecting the originals.
Where the liability stops
Article 235 of Commercial Law No. 36/2005/QH11 sets the duties:
Logistics service providers shall perform their obligations under contracts signed with customers, execute customer instructions in accordance with law, maintain cargo security during transport, and notify customers immediately if circumstances arise affecting service performance.
Article 238 caps the exposure:
1. The total liability of a logistics service provider shall not exceed the limit of liability agreed upon by the parties or prescribed by law. 2. Where the law does not prescribe a specific limit of liability, the total liability of a logistics service provider is limited to a statutory amount calculated per package or per kilogram of gross weight of damaged or lost cargo, unless the customer declared cargo value prior to transport.
The exception is the operative part. Declare the value before shipment and pay the surcharge, or your recovery is a weight-based fraction of what the cargo was worth.
Weight shortage claims and the "said to weigh" defence
A cargo insurer, subrogated to a Vietnamese buyer, sued an ocean carrier over two bulk shipments of raw cane sugar, 10,000 tonnes in total, carried from Thailand to Quang Ninh. The bills of lading were CFR Free Out and carried express "said to weigh" reservations, meaning the weight was declared by the shipper and not verified by the carrier. The shipper sealed the hatches at the Thai port. On arrival the carrier, buyer and port authority inspected the hatches together and found every seal intact. Shore weighing then recorded a shortage of 88.966 tonnes. The insurer had paid the buyer 532,448,375 Vietnamese dong and sued to recover it.
The Hai Phong City People's Court dismissed the claim in First-Instance Judgment No. 06/2022/DS-ST dated 24 August 2022 case.unilaw.vn , and the High People's Court in Hanoi affirmed in Appellate Judgment No. 36/2023/KDTM-PT dated 28 July 2023 case.unilaw.vn , relying on Article 151, Clause 2, Point r of Maritime Code No. 95/2015/QH13:
The carrier is completely exempt from liability for loss or damage to goods occurring in the following cases: (r) Any other cause occurring without the fault of the carrier, or without the fault of the carrier's servants or agents.
Where the bill says "said to weigh", the seals are untouched and discharge weighing happens in the open air with shore cranes, the shortfall is attributed to natural transit loss or to the shipper's own loading figures, not to the carrier.
Holding cargo for unpaid freight
Article 239, Clause 1 of Commercial Law No. 36/2005/QH11:
A logistics service provider has the right to hold a certain quantity of goods and related documents to secure payment of overdue debts owed by the customer, but must notify the customer immediately in writing.
Article 240 attaches the duty that makes the lien lawful:
When exercising the right of lien over goods, the logistics service provider must preserve and maintain the goods, refrain from using the goods without customer consent, return the goods when the grounds for lien cease, and compensate the owner for any loss or damage to held cargo.
Hold perishables, or store held cargo badly, and the lien stops protecting you and starts creating liability.
Unclaimed cargo at the port
Article 167, Clauses 1 and 4 of Maritime Code No. 95/2015/QH13:
1. If the consignee does not arrive, refuses to receive goods, or delays taking delivery, the carrier has the right to unload the goods and store them in a safe, suitable place at the consignee's expense. 4. Within 60 days from the vessel's arrival at the port of discharge, if no person arrives to claim cargo or the consignee fails to pay debts or provide security, the carrier has the right to sell the cargo at public auction to recover debts.
Sixty days, then public auction to recover freight, demurrage and storage.
Four controls for shippers and forwarders
Instruct destination agents in writing. No release without the original bill or a signed telex release from the shipper, in every agency agreement, not just the main contract.
Reserve on the bill for bulk cargo. "Said to weigh" and "shipper's load and count" are what secure the Article 151 exemption.
Declare cargo value when it matters. For high-value consignments, declare before shipment and buy marine cargo insurance rather than relying on the Article 238 cap.
Exercise a lien carefully. Give immediate written notice, move the goods to proper storage, and never hold perishables.
How UniLaw helps
We review forwarder trading conditions and liability caps, pursue and defend misdelivery and cargo shortage claims, and advise on lien exercise and unclaimed cargo disposal under the Maritime Code.
Sources
- First-Instance Judgment No. 01/2021/KDTM-ST dated 29 November 2021 (Binh Dinh Province People's Court) / Appellate Judgment No. 06/2022/KDTM-PT dated 21 March 2022 (High People's Court in Da Nang) – FIATA FBL bills, cargo released in India without original B/L, forwarder liability, retrial ordered.
- First-Instance Judgment No. 06/2022/DS-ST dated 24 August 2022 (Hai Phong City People's Court) / Appellate Judgment No. 36/2023/KDTM-PT dated 28 July 2023 (High People's Court in Hanoi) – bulk sugar, "said to weigh" reservation, intact seals, carrier exempt.
- Commercial Law No. 36/2005/QH11 – Article 233, Article 234, Article 235, Article 238, Article 239, Article 240.
- Maritime Code No. 95/2015/QH13 – Article 148 (Clauses 1, 2), Article 151 (Clause 2 Point r), Article 160 (Clause 1), Article 167 (Clauses 1, 4).
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