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1932年牛津—华沙规则(中英文)

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2020-12-06 02:57
tags:contractual

一衣带水水是指什么-灵宝市二中

2020年12月6日发(作者:游国恩)

WARSAW-OXFORD RULES 1932

PREAMBLE
These Rules are intended to offer to those interested in the sale and purchase
of goods on terms who have at present no standard form of contract or general
conditions available a means of voluntarily and readily adopting in their contracts
a set of uniform rules.
In the absence of any express adoption of these Rules in the manner hereinafter
appearing, they shall in no case be deemed to govern the rights and obligations of
the parties to a sale of goods on terms.
RULE 1. SCHEME OF RULES
These Rules shall be known as the Rulesand their adoption as herein
provided shall be conclusive evidence that the parties intend their contract to be
a contract.
Any of these Rules may be varied, or amended, or other terms inserted in the
contract, but such variation, amendment or insertion may only be made by express
agreement of the parties to the contract. In the absence of any such express agreement
these Rules shall apply without qualification to any sale of goods involving either
wholly or in part transit by sea, in connection with which they are expressly adopted
by a reference to the term
of the parties shall be construed in accordance with the provisions of these Rules.
In case of a conflict between the Rules and a contract the latter shall govern.
Reference to the Rules shall cover all other provisions on which the contract itself
is silent. The expression of the particular tradeas employed in these Rules
means a settled custom so general in the particular trade that the parties to the
contract of sale must be held to know of the existence of such a custom and to have
contracted with reference thereto.
RULE 2. DUTIES OF THE SELLER AS TO SHIPMENT
(I) The Seller must provide goods of the contractual description and, subject to
the provisions of the next succeeding paragraph and to those of Rules 7 (III) and
(IV), have them loaded on board the vessel at the port of shipment in the manner
customary at the port.
(II) Where the goods contracted to be sold are already afloat, or have already been
delivered into the custody of the carrier in the manner provided in Rule 7 (III)
and (IV), at the time the sale is made, or where the seller is entitled to purchase
goods of the contractual description afloat in order to fulfil his contract, the
seller shall have merely to appropriate these goods to the contract of sale. Such
appropriation need not take place till the documents are tendered to the buyer and
such tender shall imply the appropriation of the goods to the contract of sale.
&

RULE 3. TIME OF SHIPMENT AND EVIDENCE OF DATE

(I) The whole quantity of the goods contracted to be sold must be shipped or
delivered into the custody of the carrier, as the case may be, at the time or within
the period, if any, specified in the contract of sale or, if no such time or period
has been specified in the contract of sale or, if no such time or period has been


specified in the contract, within a reasonable time.
(II) The date of shipment or of delivery into the custody of the carrier, as
the case may be, mentioned in the bill of lading or other document validly tendered
as evidencing the contract of carriage shall be prima facie evidence of the actual
shipment or of the actual delivery, as the case may be, on that date without prejudice
to the right of the buyer to prove the contrary.
RULE 4. EXCEPTIONS
The seller shall not be responsible for delay or failure to ship the goods
contracted to be sold or any part thereof or to deliver such goods, or any part thereof
into the custody of the carrier, as the case may be, arising from force majeure,
or from any extraordinary causes, accidents or hindrances of what kind soever or
wheresoever or the consequences thereof which it was impossible in the circumstances
for the seller to have foreseen or averted. In the event of any of the said causes,
accidents or hindrances preventing, hindering or impeding the production, the
manufacture, the delivery to the seller, or the shipment of the goods contracted
to be sold or any part thereof or the chartering of any vessel or part of vessel,
notice thereof shall be given to the buyer by the seller, and on such notice being
given the time for shipment or delivery into the custody of the carrier, as the case
may be, shall be extended until the operation of the cause, accident or hindrance
preventing, hindering or impeding the production, the manufacture, the delivery to
the seller or the shipment of the said goods or any part thereof or the chartering
of any vessel or part of vessel has ceased. But if any of these causes, accidents
or hindrances continues for more than fourteen days from the time or from the
expiration of the period if any, specified in the contract of sale for the shipment
of the goods or their delivery into the custody of the carrier, as the case may be,
or if no such time or period has been specified in the contract then from the
expiration of the reasonable time contemplated in Rule 3, the whole contract of sale
or such part thereof as shall remain to be fulfilled by the seller may, at the option
of either party, be determined, such option shall be exercised and notice to that
effect shall be given by either party to the other party at any time during the seven
days next succeeding the period of fourteen days hereinbefore mentioned but not
thereafter. And on such notice being given neither party shall have any claim against
the other party in respect of such determination.
RULE 5. RISK
The risk shall be transferred to the buyer from the moment the goods are loaded
on board the vessel in accordance with the provisions of Rule 2 or, should the seller
be entitled in accordance with the provisions of Rule 7 (III) and (IV) in lieu of
loading the goods on board the vessels to deliver the goods into the custody of the
carrier, from the time such delivery has effectively taken place.
RULE 6. PROPERTY
Subject to the provisions of Rule 20 (III) the time of the passing of the property
in the goods shall be the moment when the seller delivers the documents into the
possession of the buyer.
RULE 7. DUTIES OF THE SELLER AS TO BILLS OF LADING


(I) It shall be the duty of the seller to procure, at his own cost, a contract
of carriage that is reasonable having regard to the nature of the goods and the terms
current on the contemplated route or in the particular trade. The said contract of
carriage must, subject to the usual or customary exceptions therein contained,
provide for the delivery of the goods at the contractual destination. Moreover, the
said contract of carriage must, except as hereinafter provided, be evidenced by a

his official agent or pursuant to a charter party, duly dated and bearing the name
of the ship.


(II) Where the contract of sale or the usage of the particular trade so allows, the
contract of carriage may, subject to the provisions and qualifications hereinafter
constrained, be evidenced by a
document, as the case may be, in good merchantable order, issued by the ship owner
or his official agent, or pursuant to a charter party, and in such circumstance such

be deemed to be a valid bill of lading, and may be tendered by the seller accordingly.
Moreover, in all cases where such a document has been duly noted with the name of
the ship and the date of shipment, it shall be deemed in all respects equivalent
to a

(III) When the seller is entitled to tender a
lading, he must, subject to the provisions of Rule 2 (II) provide and have goods
of the contractual description effectively delivered into the custody of the carrier
at the port of shipment for transportation to the buyer with all reasonable dispatch.
(IV) When the seller is entitled by the terms of the contract of sale or by the
usage of the particular trade to tender a bill of lading, and such document
involves part land and part sea transit, and should the carrier who issues the
bill of lading be a land carrier, the seller must, subject to the provisions
of Rule 2 (II), provide and have goods of the contractual description effectively
delivered into the custody of the said carrier for transportation to the buyer with
all reasonable dispatch.
Goods shall not be transmitted by inland waterways unless the seller is entitled
by the terms of the contract of sale or by the usage of the particular trade to employ
that means of transportation.
The seller shall not be entitled to tender a bill of lading providing
for part and part sea transit where the contract of sale calls for sea transit only.
(V) When the goods are carried under a
must provide for the full and continuous protection of the buyer from the moment
the risk is transferred to the buyer in accordance with the provisions of Rule 5
through out the whole of the transit, in respect of any legal remedy to which the
buyer may be entitled against each and any of the carriers who shall have participated
in the carriage of the goods to the point of destination.
(VI) If a particular route is stipulated by the contract of sale, the bill of
lading or other document validly tendered as evidencing the contract of carriage


must provide for the carriage of the goods by that route, or if no route has been
stipulated in the contract of sale, then by a route followed by the usage of the
particular trade.
(VII) The bill of lading or other document validly tendered as evidencing the
contract of carriage shall deal, and deal only, with the goods contracted to be sold.
(VIII) The seller shall not be entitled to tender a delivery order or a ship's
release in lieu of a bill of lading unless the contract of sale so provides.
RULE 8. SPECIFIC VESSEL-KIND OF VESSEL
(I) Should the contract of sale call for shipment by a specific vessel, or
generally where the seller shall have chartered a vessel or part of vessel, and
undertaken to ship the goods accordingly, the seller shall not be at liberty to
provide a substitute unless and until the buyer shall have given his consent thereto.
Such consent shall not be unreasonably withheld.
~

(II) Where the contract of sale calls for shipment by steamer (unnamed) the
seller may transmit the goods to the buyer either by steamer or by motor vessel,
all other conditions being equal.

(III) If there is no provision made in the contract of sale as to the kind of
vessel to be employed, or if a neural term such as
seller shall be entitled, subject to any usage of the particular trade, to ship the
goods on the kind of vessel by which similar goods are in practice shipped on the
contemplated route.
RULE 9. FREIGHT PAYABLE AT DESTINATION
On arrival of the goods at the point where they are finally discharged for
delivery to the buyer, the buyer is bound to pay any unpaid freight which may be
due to the carrier. The buyer shall be entitled to deduct the amount of any such
payment which he shall be called upon to make from the amount he has contracted to
pay for the goods, unless the seller shall already have made proper allowance in
respect of such unpaid freight in the invoice tendered to the buyer.
If the seller should have to pay any unpaid freight which may be due to the carrier,
because tender of the documents is unavoidably made after the arrival of the goods,
he may recover the amount thereof from the buyer.
Subject to the provisions of Rule 10, the buyer shall in no case be called upon
to pay a larger sum in respect of unpaid freight than will make up the amount which
he has contracted to pay for the goods.
RULE 10. IMPORT DUTIES, ETC.
The payment of customs duties and charges payable for the goods or of expenses
incurred in respect of such goods during the course of transit to or after their
arrival at the port of destination forms no part of the obligations of the seller,
unless such expenses shall be included in the freight. If the seller should have
to pay such duties and charges and or any expenses not included in the freight,
because tender of the documents is unavoidably made after arrival of the goods, he
may recover the amount thereof from the buyer.



RULE 11. DUTIES OF THE SELLER AS TO CONDITIONS OF GOODS

]

(I) The goods contracted to be sold must be shipped or delivered into the custody
of the carrier, as the case may be, in such a condition as, subject to risk of
deterioration, leakage or wastage in bulk or weight inherent in the goods (and not
consequent upon the goods having been defective at the time of shipment or of delivery
into the custody of the carrier, as the case may be, or incident to loading or transit)
would enable them to arrive at their contractual destination on a normal journey
and under normal conditions in merchantable condition. In allowing for ordinary
deterioration, leakage, or inherent wastage in bulk or weight due regard shall be
had to any usage of the particular trade.

(II) Where the goods contracted to be sold are already afloat or have been
delivered into the custody of the carrier, as the case may be, at the time the sale
is made, or where the seller in the exercise of any right to which he may be entitled
to that effect purchases goods of the contractual description afloat in order to
fulfil his contract, it is an implied condition in the contract of sale that the
goods have been shipped or delivered into the custody of the carrier, as the case
may be, in accordance with the provisions of the preceding paragraph.
(III) Should any dispute arise as to the conditions of the goods at the time
of shipment or delivery into the custody of the carrier, as the case may be, and
in the absence of any certificate issued in accordance with the terms of the contract
of sale, with the usage of particular trade, or with the provisions of Rule 15, the
quality, the description and sate, andor the weight or quantity of the goods shall
be determined according to their condition at the time they were loaded on board
the vessel, or, should the seller be entitled in accordance with the provisions of
Rule 7 (III) and (IV) in lieu of shipment to deliver the goods into the custody of
the carrier, at the time such delivery has effectively taken place.
RULE 12. DUTIES OF THE SELLER AS TO INSURANCE
(I) It shall be the duty of the seller to procure at his own cost from an
underwriter or insurance company of good repute a policy of marine insurance,
evidencing a valid and subsisting contract which shall be available for the benefit
of buyer, covering the goods during the whole of the course of transit contemplated
in the contract of sale, including customary transshipment, if any, Subject to the
next succeeding paragraph and to any special provision in the contract of sale, the
policy must afford the holder thereof complete and continuous contractual protection
against all those risks that are by the usage of the particular trade or on the
contemplated route insured against at the time of the shipment of the goods or their
delivery into the custody of the carrier, as the case may be.
The seller shall not be bound to procure a policy covering war risks unless (a)
special provision to this effect shall have been made in the contract of sale, or
(b) the seller shall have received prior to the shipment of the goods or their
delivery into the custody of the carrier, as the case may be, notice from the buyer
to procure a policy covering such risks. Unless such special provision shall have


been made in the contract of sale, any additional cost of procuring a policy covering
war risks shall be borne by the buyer.
(II) Should the policy not be available when the documents are tendered a
Certificate of Insurance issued by an underwriter or insurance company of good repute
in relation to a policy of insurance as above defined, which reproduces the essential
terms and conditions of the policy in so far as they concern the goods mentioned
in the bill(s) of lading and invoice(s) and conveys to the holder thereof all the
rights under the policy shall be accepted by the buyer in lieu thereof, and shall
be deemed to be proof of marine insurance and to represent a policy of insurance
within the meaning of these Rules. In such event the seller shall be deemed to
guarantee that he will on the demand of the buyer, and with all due dispatch, produce
or procure the production of the policy referred to in the Certificate.
(III) Unless it is the usage of the particular trade for the seller to tender
to the buyer an Insurance Broker's Cover Note in lieu of a policy of insurance, such
a Cover Note shall not be deemed to represent a policy of insurance within the meaning
these Rules.
(IV) The value of the goods for insurance, shall be fixed in accordance with
the usage of the particular trade, but in the absence of any such usage it shall
be the invoice value, of the goods to the buyer, less freight payable if any, on
arrival and plus a marginal profit of 10 percent of the said invoice value, after
deduction of the amount of freight, if any payable on arrival.
RULE 13. NOTICE OF SHIPMENT



In order to give the buyer an opportunity of taking out at his own cost additional
insurance either to cover risks not covered by
the first paragraph in Rule 12 (I), or to cover increased value, the seller shall
give notice to the buyer that the goods have been shipped, or delivered into the
custody of the carrier, as the case may be, stating the name of the vessel, if possible,
the marks and full particulars. The cost of giving such notice shall be borne by
the buyer.
The non-receipt of such notice by, or the accidental omission to give any such notice
to, the buyer shall not entitle the buyer to reject the documents tendered by the
seller.

RULE 14. IMPORT ANDEXPORT LICENCES, CERTIFICATES OF ORIGIN, ETC.
(I) Should an export license be required in order to ship goods of the contractual
description, it shall be the duty of the seller at his own expense to apply for the
license and to use due diligence to obtain the grant of such license.
(II) Nothing contained in these Rules shall entitle the buyer to demand the
tender by the seller of a certificate of origin or consular invoice in respect of
the goods contracted to be sold unless (a) it is the usage of the particular trade
for either or both of these documents to be obtained, or (b) the seller shall have
been expressly instructed by the buyer, prior to the shipment of the goods or their
delivery into the custody of the carrier, as the case may be, to obtain such


certificates andor such invoices. The cost of procuring these documents shall be
borne by the buyer.
Should an import license be required by the country of destination for goods
of the contractual description, it shall be the duty of the buyer to procure the
same at his own expense and to notify the seller that such license has been obtained
prior to the time for shipment of the goods.
RULE 15. CERTIFICATE OF QUALITY, ETC.
Where the contract of sale provides that a certificate of quality andor weight
or quantity shall be furnished by the seller, without specifying the person or body
by whom this certificate is to be issued, or where the usage of the particular trade
so allows, the seller shall furnish certificates issued by the appropriate public
authority (if any) or a duly qualified independent inspector setting out the quality,
description and state, andor the weight or quantity of the goods at the time and
place of shipment, or of delivery into the custody of the carrier, as the case may
be. The cost (including legalization charges if such a formality be necessary) of
obtaining such certificates shall be borne according to the usage of the particular
trade or, if none, equality in all cases by the seller and the buyer.
In the circumstances contemplated in the preceding paragraph of this Rule, such
certificates shall be prima facie evidence as between buyer and seller of the quality,
description and state, andor of the weight or quantity of the goods at the time
the certificate was issued, and as delivered under the contract of sale.
RULE 16. TENDER OF DOCUMENTS
(I) The seller must exercise all due diligence to send forward the documents,
and it shall be his duty to tender them, or cause them to be tendered, with all due
dispatch to the buyer. The documents shall not be forwarded by air route unless the
contract of sale so provides. By the term
invoice, and policy of insurance, or other document validly tendered in lieu thereof
in accordance with the provisions of these Rules, together with such other documents,
if any, as the seller may be the terms of the contract of sale be obliged to procure
and tender to the buyer. In the case of installment deliveries, the invoice may be
a pro forma invoice in respect of each installment except the final installment.
(II) The documents tendered to the buyer must be complete, valid and effective
at the time of tender and drawn in accordance with the provisions of these Rules.
Where the bill of lading or other document validly tendered in lieu thereof is drawn
in a set and is made out in favor of the buyer, his agent or representative as
consignee, the seller shall not be obliged to tender more than one of the set. In
all other circumstances, the full set of bills or other documents validly tendered
in lieu thereof must be tendered unless the seller shall provide, to the reasonable
satisfaction of the buyer, an indemnity issued by a bank of good repute in respect
of the bills or other documents as aforesaid which are not presented.


(III) Should any of the documents which the seller has to procure and tender
to the buyer be at variance upon some material point with the conditions stipulated
by the contract of sale, the buyer shall be entitled to reject the tender of the


documents.

RULE 17. LOSS OR DAMAGE AFTER SHIPMENT
If goods of the contractual description have been shipped or have been delivered
into the custody of the carrier, as the case may be, and proper documents have been
obtained, the seller may validly tender such documents, even though at the time of
such tender the goods may have been lost or damaged, unless the seller knew of such
loss or damage at the time of entering into the contract of sale.
RULE 18. DUTIES OF THE BUYER AS TO PAYMENT OF PRICE
(I) When the proper documents are tendered it shall be the duty of the buyer
to accept such documents and to pay the price in accordance with the terms of the
contract of sale. The buyer shall be entitled to a reasonable opportunity of
examining the documents and to a reasonable time in which to make such examination.
(II) The buyer, however, shall not be entitled when the proper documents are
tendered to refuse to accept such documents or to refuse to pay the price in
accordance with the terms of the contract of sale, on the plea only that he has had
no opportunity of inspecting the goods.
RULE 19. RIGHTS OF BUYER AS TO INSPECTION OF GOODS
Subject to the provisions of Rules 15 and 18, and to any usage of the particular
trade, the buyer shall not be deemed to have accepted the goods unless and until
he shall have been given a reasonable opportunity of inspecting them, either on
arrival at the point of destination contemplated in the contract of sale or prior
to shipment, as the buyer may in his sole discretion decide, and a reasonable time
in which to make such inspection.
The buyer shall, within three days from the completion of such inspection. even
though this has been a joint inspection, give notice to the seller of any matter
or thing by reason whereof he may allege that the goods are not in accordance with
the contract of sale. If the buyer shall fail to give such notice, he may no longer
exercise his right of rejection of the goods.
Nothing in this Rule shall affect any remedy to which the buyer may be entitled for
any loss or damage arising from latent defect, or inherent quality or vice of the
goods.
RULE 20. RIGHTS AND REMEDIES UNDER CONTRACT OF SALE
-

(I) Subject to any variation or amendment or insertion of other terms in the
contract of sale, made in accordance with the provisions of Rule 1, the liabilities
of the parties under these Rules shall be at an end when they shall have discharged
their obligations as enunciated in these Rules.

(II) Nothing contained in these Rules shall affect any right of lien or retention
or stoppage in transit to which the seller may by law be entitled, in respect of
the goods contracted to be sold.
(III) In the case of a breach of contract, not withstanding any other remedy
to which the parties may be entitled, either party shall have the right to sell or
buy against the other party and to charge him with the loss sustained thereby.
(IV) Nothing contained in these Rules shall affect any remedies whatsoever to


which the buyer or the seller may be entitled for breach of contract andor other
claim arising out of the contract of sale.
Nevertheless, the seller and the buyer shall be respectively discharged from
all liabilities in respect of any breach of contract andor other claim arising out
of the contract of sale unless formal application that the dispute shall be referred
to arbitration is made or suit is brought within twelve calendar months after arrival
of the goods at the point of destination contemplated by the contract of sale or
where the goods do not arrive, within twelve months of the date when the goods would
in the ordinary course have arrived at the said destination.
RULE 21. NOTICES
Any notice required or authorized to be given by either party under these Rules
to other party shall be served either in a prepaid telegram, radiogram or cablegram
sent to the last known place of business of the other party, or through the post
in a prepaid registered letter sent as aforesaid if such letter would in the ordinary
course of events be delivered to the addressee within twenty four hours from the
time of the handing of such letter into the custody of the postal authorities.
《1932年华沙-牛津规则》
序言
本规则是为了对那些愿按C.I.F.条款进行货物买卖但目前缺乏标准合同格式或共
同交易条件的人们提供一套可在C.I.F.合同中易于使用的统一规则。
如果没有明示依 照下述方式采用本规则,那末,按照C.I.F.条款进行买卖的当事
人,其权利和义务不受本规则的约 束。
^

第一条 总则

本规则称为《华 沙-牛津规则》,如在合同中采用本规则,就肯定说明合同当事人意欲
订立一个C.I.F.合同。
在C.I.F.合同中,本规则的任何一条都可以变更、修改或增添其他条款,但这样
的变更、修改或增添必须经合同当事人明示地协议才能成立。如无上述明示的协议,则一切
涉及全部或部 分海上运输货物的买卖,凡明示采用《华沙-牛津规则》者,合同当事人的权
利和义务均应援用本规则的 规定办理。
如本规则与合同发生矛盾时,应以合同为准。凡合同没有规定的事项,应按照本规则的
规定办理。
本规则所使用的“特定行业惯例”,是指在特定行业中已形成的普遍通用的习惯,从而
可以认为合同当事人已共知这一习惯的存在,并且在签订合同时参照了这一习惯。
第二条 关于卖方装船的责任
(Ⅰ)除依照下节和第七条第(Ⅲ)款、第(Ⅳ)款的规定外,卖方必 须备妥合同规定
的货物,并且依照装船港口的习惯方式,将货物装到该港口的船上。
(Ⅱ)如成交时订售的是海上路货,或按照第七条第(Ⅲ)款和第(Ⅳ)款规定的方式
已经交给承运人保 管,或者为履行合同起见,卖方有权按合同规格买进海上路货时,卖方只
需将该货划拨到买卖合同项下。 这种划拨不需在单据提交买方以前办理,提交单据即意味着
该货划拨到买卖合同项下。
第三条 装船时间和日期证明
(Ⅰ)订售货物的全部数量必须依照买卖合同规定的时间或 期限装船,或交给承运人保
管。如合同没有规定时间或期限,则应在合理的时期内装船或交给承运人保管 。


(Ⅱ)有效提供的作为运输合同证明的提单或其他单证,其所载明 的装船日期或交给承
运人保管的日期就是在该日实际装船或实际交付的表面证据,但并不因此使买方丧失 提出反
证的权利。


第四条 例外

由于不可抗力、任何特殊原因、事故,或者由于不论何种或何处发生的阻碍,或由此而
产生的结果,为当 时卖方所不能预见或避免,以致卖方延迟或未能装运全部或部分订售货物
或者延迟或未能将全部或部分订 售货物,交给承运人保管,卖方对此将不负责任。
如果上述原因、事故或障碍,阻止、妨碍 或耽误了全部或部分订售货物的生产、制造、
交给卖方或装船,或者全部或部分船只的租赁,卖方应将有 关情况通知买方,此项通知一经
发出,装船时间或交给承运人保管的时间应展延到上述原因、事故或障碍 解除时为止。但是
上述那些原因、事故或障碍,如延续超过买卖合同规定的装船或交给承运人保管的日期 或截
止期限十四天(如果合同没有规定此项装船或交给承运人保管的日期或截止期限,则按第三
条规定预计合理的期限截止时计算),全部或部分合同是否仍由卖方履行,可由买卖当事人
的任何一方选 择决定,对此,任何一方都可在上述十四天后的七天内进行抉择并通知对方。
此项通知发出后,任何一方 将无权由于此项抉择而对另一方提出索赔要求。
第五条 风险
风险 应依照第二条规定从货物装到船上时起转由买方承担;如果卖方按照第七条第(Ⅲ)
款、第(Ⅳ)款规定 有权将货物交给承运人保管,以代替装船,则从实际交给承运人之时起,
风险转由买方承担。
第六条 所有权
除依照第二十条第(Ⅱ)款的规定外,货物所有权的转 让时间,就是卖方将有关单据交
到买方掌握的时刻。
第七条 卖方对提单的责任
(Ⅰ)卖方有责任由自己承担费用订妥运输合同。该项合同从货物的性质、预定航线或
特定行业的现用条款来看,应该是合理的。除依照其中载有的惯常的例外以外,上述运输合
同必须订明在 买卖合同所规定的目的地交货。此外,除下述另有规定者外,上述运输合同必
须用“已装船”提单作为证 明,此项提单应当符合良好的商业要求,由船公司或它的正式代
理人签发,或者依照租船合同的规定签发 ,注明日期,并注明船名。
(Ⅱ)如果买卖合同或特定行业惯例许可,除依照下述规定和限 制外,运输合同可以用
“备运”提单或类似单据(视情况而定)作为证明,此项提单或单据应当符合良好 的商业要
求,由船公司或它的正式代理人签发,或者依照租船合同的规定签发;在这种情况下,这样的“备运”提单或类似单据,就各方面讲,应当认为是有效提单,并可由卖方提供对方。再
者,如果 这样的单据已经恰当地注明船名和装船日期,它就应被认为在一切方面相当于“已
装船”提单。
(Ⅲ)如果卖方有权提供“备运”提单,除依照第二条第(Ⅲ)款的规定外,卖方必须
将合同规定的货物备妥,并有效地交给装船港口的承运人保管,以便尽速发运给买方。


(Ⅳ)如果卖方依照买卖合同的条款或特定行业惯例有权提供“联运”提单,而此项提
单涉及到部分陆运和部分海运,签发“联运”提单的运输机构又是陆运承运人,则卖方除依
照第二条第( Ⅱ)款的规定外,必须备妥合同规定的货物,并有效地交给该承运人保管,以
便尽速发运给买方。

除非卖方依照买卖合同的条款或特定行业惯例有权利用内河运输方式,否则货物不得经
由内河运输。


如果买卖合同规定只用海运,卖方无权提供部分陆运、部分海运的“联运”提单。
(Ⅴ)如 果货物用“联运”提单运输,此项单据必须规定自风险转由买方承担之时(按
第五条的规定)起的全部运 程中,对买方的完全和连续的保障,买方有权对参加运输该货物
到目的地的每一个或任何一个承运人要求 合法的补救。
(Ⅵ)如果买卖合同规定了特定路线,则有效地提交作为运输合同证明的提单 或其他单
据,必须规定货物由该条运输路线运输,如果买卖合同没有规定路线,则由特定行业惯例所采取的路线运输。
(Ⅶ)作为运输合同的证明,有效提供的提单或其他单据应当并且只限于用以处理合同
中所订售的货物。
(Ⅷ)卖方无权使用提货单或船货放行单来代替提单,除非买卖合同有这样的规定。
第八条 特定的船只船只的种类
(Ⅰ)在买卖合同规定由特定船只装运 ,或者一般地应由卖方租赁全部或部分船只,并
承担将货物装船的情况下,非经买方同意,卖方不得随意 改用其他船只代替,买方也不应不
合理地拒绝同意。
(Ⅱ)如果买卖合同规定用蒸 汽船装运(未指定船名),卖方在其他条件相同的情况下,
可用蒸汽船或内燃机船运给买方。
(Ⅲ)如果买卖合同未规定装运船只的种类,或者合同内使用“船只”这样笼统名词,
除依照特定行业惯例外,卖方有权使用通常在此路线上装运类似货物的船只来装运。


第九条 运费在目的地支付

货物运达最终卸货地点交给买方时 ,买方有责任支付可能未付承运人的任何运费。如果
卖方未曾在提供的发票内将此项未付的运费作相应的 扣除,买方有权从合同货款内扣去。
如果因单据无可避免地在货物运达后才能提供以致卖方 必须支付可能未付承运人的运
费,那未,卖方可向买方索还这笔款项。
除依照第十条规定外,关于未付的运费,不论在任何情况下,不能要求买方支付大于合
同货款的金额。
第十条 进口税等
货物的关税和费用开支,或者货物在运输过程中或到 达目的港后所发生的费用,除这种
开支应当包括在运费内的以外,卖方一概不承担责任。如果由于单据无 可避免地在货物到达
后才能提供,以致卖方必须支付这种关税、费用开支和/或其他不包括在运费内的任 何开支,
那末,卖方可以向买方索还这笔款项。
第十一条 卖方对货物状况的责任
(Ⅰ)买卖合同货物应在这样的状况下装船或交给承运人保管:即在 正常的航行后并在
正常的情况下运到合同规定的目的地时能保持可商销状态。由于货物固有的变质、漏泄 、体
积或重量的损耗(不是由于货物在装船或交付承运人保管时已有的缺陷造成的,也不是由于
装船或运输发生的),不在此限。适当参照特殊行业惯例,容许通常的变质、漏泄、体积或
重量的自然损 耗。
(Ⅱ)如果在成交时,订售的是海上路货,或已经交给承运人保管;或者,如果卖方为
履行合同起见,有权买进合同规格的海上路货,那末,可以认为买卖合同中含有这样的默示
条件 ,即货物已经依照前款规定装船或交给承运人保管。
(Ⅲ)如果在装船或交给承运人保管时 ,对有关货物的状况发生争议,又没有依照买卖
合同的条款、特定行业惯例或本规则第十五条规定所签发 的任何证明书,那末,货物的品质、
规格、状态和/或重量或数量,应当依照当时装到船上时的状况来决 定。如果卖方是依照第
七条第(Ⅲ)款、第(Ⅳ)款的规定,把货物交给承运人保管,以代替装船者,就 按照确实


交给时的状况决定。
第十二条 卖方对保险的责任
~

(Ⅰ)卖方有责任承担费用向信誉良好的保险商或 保险公司投保,取得海运保险单,作
为有效和确实存在的保险合同的证明。此项保险单是为维护买方的利 益,承保了买卖合同规
定的全部运程中的货物(包括习惯上的转船)。除依照本款第二段和买卖合同的特 别规定外,
此项保险单,对于货物在装船或交给承运人保管时,按照特定行业惯例或在规定航线上应投< br>保的一切风险,必须向保险单持有人提供完全和延续的合同保障。

除符合下 述情况之一者外,卖方不负投保“战争险”的责任:(a)买卖合同有投保“战
争险”的特别规定者;( b)货物装船或交给承运人保管前,卖方接到买方的通知,要求投
保“战争险”者。同时,除买卖合同另 有特殊规定外,投保“战争险”的费用应由买方负担。
(Ⅱ)如果在提供单据时,未取到保 险单,买方应接受信誉良好的保险商或保险公司(照
上述保险单的规定)所签发的保险凭证以代替保险单 ,并作为承保海洋险的依据和代表本规
则意义内的保险单。对于原应在保险单上载明的有关提单和发票项 内货物的主要条款和条
件,该保险凭证应转载清楚,并将保险单内的一切权利转让给持有人(持证人)。 在这样情
况下,卖方有责任保证在买方要求时,尽速提出或取得凭证中所指明的保险单。
(Ⅲ)除非特定行业惯例可以由卖方向买方提供保险经纪人的承保书以代替保险单,这
种承保书不应作为 代表本规定意义内的保险单。
(Ⅳ)投保货物的保险金额,应当依照特定行业惯例来定;如 果没有此项惯例,保险金
额应当是运交买方货物的C.I.F.发票价,减去货到时应付的运费(如果有 的话),再
加C.I.F.发票价(减去货到时应付的运费如果有的话)的百分之十利润。
第十三条 装船通知
为使买方便于自行增加投保本规则第十二条第Ⅰ款规定范围以外的风 险,或增加投保
“保险金额”,卖方应当通知买方,说明货物业已装船或交给承运人保管,如有可能应列 明
船名,并说明唛头和全部细节,通知的费用由买方负担。
如果不曾收到这种通知,或因疏忽没有通知,买方不得因此而拒绝接受卖方提供的单据。
第十四条 进出口许可证、产地证明书等
(Ⅰ)如果合同规定的货物需要有出口许可证才 能装船,卖方有责任承担费用,申请许
可证,并竭力获得这种许可证的批准。
(Ⅱ )除下列情况外,本规则不赋予买方要求卖方提供有关订售货物的产地证明或领事
发票的权利:(a)特 定行业惯例规定需取得这两种单据或其中任何一种者;(b)货物装船
或交给承运人保管前,卖方接获买 方明确指示需要取得此种证明书和/或此种领事发票者。
取得这种单据的费用应由买方负担。
`

如果合同规定的货物,目的港所在国需要进口许可证,买方应负责自行承 担费用,取得
这种许可证,并在货物装船前通知卖方,说明这种许可证已经取得。

第十五条 品质证明书等
如果买卖合同规定卖方应提供品质证明书和/或重量或数量证明 书,但并未指明签发此
项证明书的个人或团体,或者如果特定行业惯例向有此规定,那么,卖方应提供由 有关当局
(如果有的话)或有资格的独立检验人所签发的证明书,说明装船或交给承运人保管时的货物品质、规格、状态和/或重量或数量。取得这种证明书的费用(包括签证手续费如果这种
手续是必 要的),应当依照特定行业惯例来负担;如没有惯例,则由买卖双方平均负担。这
种证明书,在买卖双方 之间,应当作为依照合同交给的货物,在证书签发时的品质、规格和
状态和/或重量或数量的表面证据。


第十六条 单据的提供
(Ⅰ)卖方应竭尽全力发 送各种单据,并有责任尽速提交给买方。除买卖合同有规定外,
单据不用航空寄递。
“单据”一词是指提单、发票、保险单或依照本规则用以代替这些单据的其他单据,以
及根据买卖合同条 款,卖方有责任取得并提交买方的其它单据(如有的话)。货物如分批发
运,除末批外,每批发运的发票 可以是形式发票。
(Ⅱ)提供买方的单据,提供时必须完整、有效和有用的,并依本规则规 定开给,如果
提单或用以代替提单的其他单据是整套开给,并且以买方、他的代理人或代表为收货人,卖
方只需提供一份。在任何其他情况下,提单或代替提单的其他单据必须提交一整套。但卖方
对于 未提供的提单或其他单据,如备有信誉良好银行签发的并为买方所满意的保证书时,不
在此限。
(Ⅲ)如果卖方必须取得并提交买方的任何单据,有些实质性项目与买卖合同条款不符
时,买方有权拒绝单据的提交。
第十七条 装船后货物灭失或损坏
如果合同规定的货物已经装船,或已经交给承运人保管,并取得正式单据,卖方可以有
效地提供这些单据 ,即使在提供单据时,货物已经灭失或损坏。但是,签订买卖合同时,如
卖方已知货物灭失或损坏,则不 在此限。
第十八条 关于买方支付货款的义务
(Ⅰ)当正当的单据 被提供时,买方有责任接受此种单据,并按买卖合同条款支付货款。
买方有权要求检查单据的合理机会和 进行检查的合理时间。
(Ⅱ)在上述单据提供后,买方不应以没有机会检查货物为借口,拒 绝接受这种单据,
或者拒绝按买卖合同条款支付货款。
第十九条 关于买方检查货物的权利
除依照第十五条、第十八条规定和特定行业惯例外,如果买方没有 被给予检查货物的合
理机会和进行这种检查的合理时间,那末不应认为买方已经接受了这项货物。这种检 查是在
货物到达买卖合同规定的目的地进行,还是在装船前进行,可由买方自行决定。在完成此项
检查后的三日内(即使在买卖双方联合检查情况下),买方应将他所认为不符合买卖合同的
情事通知卖 方。如果提不出这种通知,买方便丧失其拒绝接受该货物的权利。凡因货物的潜
在缺陷,或内在质量毛病 而引起的灭失、损坏、买方应当享有补救的权利,不受本条规定的
影响。
第二十条 买卖合同中的权利和补救
(Ⅰ)除依照买卖合同中按本规则第一条所作的变更、修改或增添 其他条款外,当事人
在已经履行本规则规定的职责后,本规则所规定的当事人应负的责任即告终结。
(Ⅱ)卖方依据法律对订售货物所享有的留置权、保留权或中止交货权,不受本规则的
影响。
(Ⅲ)如果发生违约情事,尽管当事人有权取得其他补救,受害方有权将货物出售或买
进,并责成对方负担由于出售或买进而遭受的损失。
(Ⅳ)本规则的任何规定不得影响买方 或卖方由于违反合同而有权提出的补救,以及由
于买卖合同中产生的其它索赔。
如 果在货到目的地后的十二个月内(货物如未到达,按通常可以到达之日起计算的十二
个月内),没有正式 申请把争议提交仲裁或提起诉讼,则卖方或买方应当分别解除对方关于
违约和/或因买卖合同引起的其他 要求索赔的全部责任。
第二十一条 通知
依照本规则的规定,由当事人的任何一方向对方或授权向对方发出的通知,应当以电报

费付讫的有线电报、无线电报或海底电报发往最近知悉的对方营业所;如果挂号信在通常情
况下能于 投交邮局后二十四小时内送达收件人,此项通知也可用邮费付讫的挂号信寄发。

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