1932年华沙-牛津条约 （中英）

1932年华沙-牛津规则 序言 本规则旨在为愿意按CIF术语买卖货物而目前尚无格式或共同条件可供利用的人们，提供一种在其CIF合同中自愿地和现成地采用一套统一规则的方法。 凡未明示按下述方式采用本规则者，则不得认为按CIF术语买卖货物的当事人的权利和义务应受本规则约束。 第一条 规则总纲 本规则称为《华沙-牛津规则》。凡约定按本文本的规定采用本规则的，即构成双方当事人有意使其合同成为CIF合同的确定证据。 CIF合同可以变更或修改本规则任何条款，或者增订其它条款。但如合同无此种明示的变更或修改，并表明其以“适用于《华沙-牛津规则》条款”的方式明示地予以采用，则本规则无保留地适用于一切涉及全部或部分海上运输的货物买卖，当事人的权利和义务应根据本规则的规定予以解释。 本规则与合同条款抵触时，应以合同为准。合同本身未加规定的其它条款，则援用本规则。 本规则所用“特定行业惯例”一词，是指一种该特定行业的既定习惯，从而合同当事人被认为知悉该项习惯，并遵循该项习惯而签订合同的。 第二条 卖方对于装船的义务 (一)除依据下一款和第七条第(三)款，第(四)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，在装船港口将货物装到船上。 (二)如果成交时，买卖合同货物是海运途中的路货，或已经依照第七条第(三)款和第(四)款规定的方式，交付承运人保管，或者卖方有权进行符合合同规定的海上路货的场合;则卖方只须将该货物划拨合同项下即可。这种划拨不必在向买方提交单据以前办理，提交单据即默示地将货物划拨买卖合同项下。 第三条 装船时间与日期的证明 (一)必须在合同规定的时间或期限内，完成全部合同货物的交易，如果合同未规定时间或期限，则应在合理的时间内装船或交付承运人保管。 (二)提单或其他有效运输单据，所载明的装船或交付承运人保管的日期，即为完成实际装船或实际交付日期的书面证据，但不妨碍买方对该日期提出反证的权利。 [1]第四条 例外 由于不可抗力，或者不论何种和何处的任何非常原因、事故或障碍，或者由此产生的后果为卖方所不能预见或避免，造成卖方延迟或未能将全部或部分合同货物装船或交付承运人保管，卖方对此不承担责任。 由于发生上述任何事故或障碍，阻止、阻碍或妨害全部或部分合同货物的生产、制造，交付卖方或装船，或者全部或部分船舶的租赁，卖方应向买方发出通知。根据该项通知，装船或交付承运人保管的时间可以延期到:上述全部或部分合同货物的生产、制造，交付卖方或装船，或者全部或部分船舶的租赁，受到阻止、阻碍或妨害而造成事故或障碍消失为止。但从买卖合同规定该货物的装船或交付承运人保管的时间或期限届满后(如果合同没有规定这个时间或期限，则按第三条规定的合理时间届满后)超过14天，如上述原因、事故或障碍仍在延续，则卖方尚未履行的全部或部分买卖合同，得由当事人的任何一方主动选择撤销合同。此种主动选择权应在上述14天后的七天以内(但不得在7天之后)行使并通知对方。此项通知一经发出，任何一方当事人不得因撤销合同向对方提出任何要求。 [2]第五条 风 险 风险应依照第二条规定从货物装上船时起转移至买方。如果卖方依照第七条第(三)款，第(四)款的规定，有权将货物交付承运人保管，以代替将货物装船，则从实际交付时起转移至买方。 [3]第六条 所有权 货物所有权转移的时间，是卖方将单据交由买方掌握的时候，但应按照第二十条第(二)款的规定。 第七条 卖方对于提单的义务 (一)卖方有义务自负费用，考虑到货物性质和预定航线或特定行业惯例等条件，签订合理的运输合同。该项运输合同，除其中载有通常或习惯上的例外以外，必须订明在合同规定的目的地交货。此外，除下述另有规定者外，该项运输合同 必须用“已装船”提单作为装运证据。此项提单应符合商业要求，由船运公司或其正式代理人签发，或者依照租船合同的规定签发，注明正当日期和船名。 (二)如果买卖合同或特定行业惯例许可，除下述规定和限制外，运输合同可以用“备运”提单或类似提单作为装运证据。此项“备运”提单或类似提单，应当符合商业要求，由船运公司或其代理人签发，或者依照租船合同的规定签发。在这种情况下，此种“备运’提单或类似提单，得被任何方面视同为有效提单，可由卖方相应予以提交。此外，这种提单如果清楚地注明船名和装船日期，应视同是与“已装船”提单完全相同的文件。 (三)卖方如果有权提交“备运”提单，除依照第二条第(二)款的规定外，还必须备妥合同规定的货物，并有效地交付装运港的承运人保管，以便用一切合理方式运交买方。 (四)卖方如果依照买卖合同条款或特定行业惯例，有权提交“联运”提单，而此项提单涉及部分陆运和部分海运，签发“联运”提单的是陆运承运人，则卖方除依照第二条第(二)款的规定外，必须备妥合同规定的货物，并有效地将货物交付该陆运承运人保管，以便用一切合理的方式交付买方。 除非卖方依照买卖合同条款或特定行业惯例，有权利用内河运输方式承运，否则，货物不得经由内河运输。 如果买卖合同规定只能通过海上运输，卖方无权提交以陆海联运为条件的“联运”提单。 (五)如果承运货物后出具的是“联运”提单，该项提单必须规定，自风险转 [4]起，在买方有权向参与运输该货物至目的地的每一个或任何一个承移至买方时 运人要求合法补救方面，给予买方以包括整个运输过程在内的完全和连续的保障。 (六)如果买卖合同规定了特定运输路线，所有效提交的作为运输合同证明的提单或其他单据，必须订明货物经由该特定路线运输。如果买卖合同未规定运输路线，则按特定行业惯例所采用的运输路线运送货物。 (七)有效提交作为证明运输合同的提单或其他单据，应当并且只限于处理买卖合同的货物。 (八)除非买卖合同有特殊规定，卖方无权提交提货单或船货放行单来代替提单。 第八条 特定的船舶——船舶的种类 (一)如果买卖合同规定用特定船舶装运，或者在卖方按行业习惯理应租赁全部或部分船舶，并承担货物装船的场合，未经买方同意，卖方不得随意改用代替船舶。但买方不应无理拒不同意。 (二)如果买卖合同规定用蒸汽船装运(未指定船名)，在其它条件相同的情况下，卖方可用蒸汽船或内燃机船将货物运送买方。 (三)如果买卖合同未规定使用船舶的种类，或者合同内只使用“船舶”这种中性合同称谓，除依照任何特定行业惯例外，卖方有权使用通常在该航线上装运类似货物所用的船舶。 第九条 到付运费 当货物运到最后卸货地点交付买方时，买方有责任支付承运人运费。如果卖方在提交买方的发票内未将此项未付运费作正当的扣除，买方有权从合同规定的货款内，扣除要求他支付的运费。 如果由于不可避免地在货物运达后才能提交有关单据，以致卖方必须支付应付承运人的未付运费，则卖方可向买方索偿这笔款项。 除依照第十条规定外，无论在任何情况下，不得要求买方支付超过合同规定的应付货款以外的未付运费。 第十条 进口税及其他费用 卖方不负责支付货物应付的关税、费用或该项货物在运输过程中或到达目的港后发生的各项开支，除非这类费用包括运费以内。如果由于单据不可避免地要在货物运达后提交，卖方不得不支付这类关税、费用和/或其它不包括在运费以内的各项开支，则卖方可向买方收回这笔款项。 第十一条 卖方对于货物状况的义务 (一)买卖合同货物装船或交付承运人保管时的状况，必须使其能经由正常航线在正常条件下运到合同规定的目的地时保持可销售状态，但货物内在的变质、渗漏、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缺陷或者装船或运输造成的)等风险不在此限。对于通常的变质、渗漏、体积或重量的自然损耗的免赔率，应适当参照特定行业惯例。 (二)如果在成交时买卖合同货物已是海上路货，或已交付承运人保管，或者卖方行使其买进符合合同规定的海上路货以履行合同的权利，则买卖合同的一个默示条件是:该项货物是依照前款规定装船或交付承运人保管。 (三)如果对有关货物在装船或交付承运人保管时的状况发生任何争议，在没有依照买卖合同条件、特定行业惯例或本规则第十五条规定签发的任何证明书的情况下，货物的品质、种类、状态和/或重量或数量，应依照装到船上时的状况来决定，即如果卖方有权依照第七条第(三)款，第(四)款的规定，将货物交付承运人保管以代替装船时，则货物状况以此项交付有效发生时为准。 第十二条 卖方对于保险的义务 (一)卖方有责任自负费用向信誉良好的保险商或保险公司取得海运保险单，作为有效和确实存在的保险合同的证明。此项保险合同是为买方的利益而获得的， [5]中的货物，除依照下款和买卖合同的特别规定它承保买卖合同规定的全部运程 外，此项保险单，对于货物在装船或交付承运人保管时，按照特定行业惯例或预定的航线所投保的一切风险，必须向持有人提供完全的、连续不断的合同保障。 卖方没有责任取得投保战争险的保险单，除非:(1)买卖合同有投保战争险的特别规定;(2)货物装船或交付承运人保管前，卖方接到买方要求投保战争险的通知。除非买卖合同中作了特别规定，取得投保战争险的保险单所需追加的费用应由买方负担。 (二)如果在提交单据时，不能取得保险单，买方应接受有关信誉良好的保险商或保险公司所签发的，代替上述保险单的保险凭证。这项保险凭证应转载有关提单和发票所载货物的保险单的主要条款和条件，并将保险单内所承认的一切权利转让给持有人。因此，应该认为它是在本规则意义范围内证明海上保险并代表保险单的有效单据。种情况下，卖方有责任保证，在买方要求时，尽速取得并提供凭证中所指的保险单。 (三)除非卖方向买方提交保险经纪人的承保条以代替保检单是特定行业惯例，否则，这种承保条不应代表本规则所指的保险单。 (四)被保险货物的保险金额，应当依照特定行业惯例约定确定。如果没有此项惯例，保险金额应当是CIF发票金额，减去货到时应付的运费(如有的话)，再加已经减去货到时应付运费(如有的话)后的CIF发票金额10%的预期利润。 第十三条 装船通知 为使买方有机会自负费用进行追加保险，或者投保本规则第十二条第(一)款规定的“一切险”不能包括的风险，或者投保增加的价值，卖方应在货物已装 船或交付承运人保管时通知买方，说明装货船名、唛头和详尽细节。发出装船通知的费用应由买方负担。 如果买方没有收到这种通知，或因偶然疏忽没有通知买方，买方也无权拒绝接受卖方提交的单据。 第十四条 进出口许可证、原产地证书等 (一)如果合同规定的货物需要有出口许可证才能潼关装船，卖方有责任自负费用，申请许可证，并尽一切努力获得这种许可证的批准。 (二)本规则的规定，不赋予买方要求卖方提交有关合同规定货物的产地证书或领事发票的权利，除非: 1. 特定行业惯例需要取得这两种证件的一种或两种; 2. 在货物装船或交付承运人保管前，卖方收到买方明确通知，需要取得这种证书和/或这种发票。取得这种证件的费用应由买方负担。 如果货物的目的地所在国要求进口许可证，买方有责任自负费用取得这种许可证。在货物装船之前买方应取得这种许可证并通知卖方。 第十五条 品质证书等 如果买卖合同规定卖方应提交品质证书和/或数量证书，但未指定签发证书的个人或机关，或者依照特定惯例提交此类证书，则卖方应提交由适当的公证机构或具有正当资格的独立检查人所签发的证书，说明货物在装船或交付承运人保管的时间和地点，及货物的品质，种类、状态和,或重量或数量。取得这种证书 [6]的费用应当依照特定行业惯例来负担;如果没有惯例，应由买卖双方平均负担。 在本条前段所述情况下，这种证书在买卖双方之间，应当作为货物在签发证书时的品质、种类，状态和,或重量或数量以及作为按买卖合同交货的表面证据。 第十六条 单据的提交 (一)卖方应竭尽全力发送各种单据，并有责任以各种正当方式将单据提交或使它可以提交给买方。除买卖合同另有规定外，单据不必航空寄递。 所称“单据”是指提单、发票和保险单，或依照本规则规定有效地提交来代替这些单据的其它单据，以及根据买卖合同条件卖方有责任取得并提交买方的附属于这些单据的其它单据(如有的话)。货物如分批装运，除最后一批外，每批装运的发票，可以用形式发票替代商业发票。 (二)提交买方的单据，提交时必须完整，法律上有效，实际上有用，并依本规则的规定缮制。提单或代替提单的其它单据必须提交一整套，但如卖方能提供由信誉良好银行出具的就未提交提单或其它单据进行损失赔偿保证并为买方满意者，则不在此限。 (三)如果卖方必须取得并提交买方的任何单据，在某些重要项目方面同买卖合同条件不符时，买方有权拒绝单据的提交。 [7] 第十七条 装船后的灭失或损坏 如果合同规定的货物已经装船，或已经交付承运人保管，并已取得正当单据，卖方即可有效地提交这些单据，即使在提交单据时，货物已经灭失或损坏。但如卖方在签订买卖合同时已知道发生了这种灭失或损坏，则不在此限。 第十八条 买方对于支付货款的义务 (一)当正当单据已被提交时，买方的义务就是接受单据，并按照买卖合同条款支付货款。买方有权享有检查单据的合理机会和进行检查的合理时间。 (二)但当正当单据已被提交时，买方无权以没有机会检验货物为借口，拒绝接受这种单据，或拒绝按照买卖合同条款支付货款。 第十九条 买方对于检验货物的权利 除依照第十五条、第十八条和特定行业惯例外，在买方没有得到检验货物的合理机会和进行检验的合理时间以前，不能认为买方已经接受了这项货物。这种检验是在货物到达买卖合同预定的目的地进行，还是在装船以前进行，可由买方自行决定。在完成此项检验后的三日内，即使是在买卖双方会同检验的情况下，买方也应将他所认为货物与买卖合同不符的事项通知卖方。如果买方不提出这种通知，日后就不得行使拒绝接受货物的权利。凡因货物的潜在缺陷，或因货物固有的品质或毛病而引起的灭失或损坏，买方应享有的任何补救，不受本条规定的影响。 第二十条 买卖合同中的权利和补救 (一)当事人在已经履行本规则规定的义务后，当事人的责任即告终结。但按照本规则第一条的规定，如在买卖合同中已作变更、修改或者增添其他条款时，不在此限。 (二)本规则任何规定不影响卖方依据法律对买卖合同货物所享有的留置权或停运权。 (三)在发生违反合同的情况下，尽管受害当事人有权取得其它补救，但受害的卖方或买方有权转卖或补买货物，并责成对方负担由于转卖或补买而遭受的损失。 (四)本规则任何规定不影响买方或卖方由于违反合同而有权提出的法律补救，以及由于买卖合同产生的其它索赔。 在货物到达买卖合同预定的目的地后的12个月内，货物如未到达，则按通常理应到达之日起12个月内，如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反合同和,或由于买卖合同引起的其它索赔要求的全部责任。 第二十一条 通 知 依照本规则的规定，当事人的任何一方有义务或有权利向对方发出的任何通知，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后知悉的对方营业所在地。如果挂号信件在通常情况下能在递交邮局后的24小时内送达收件人，此项通知也可用邮费付讫的挂号信件寄发。 WARSAW-OXFORD RULES 1932 PREAMBLE These Rules are intended to offer to those interested in the sale and purchase of goods on C.I.F. terms who have at present no standard form of contract or general conditions available a means of voluntarily and readily adopting in their C.I.F. 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 C.I.F. terms. RULE1. SCHEME OF RULES These Rules shall be known as the "Warsaw-Oxford Rules", and their adoption as herein provided shall be conclusive evidence that the parties intend their contract to be a C.I.F.contract . Any of these Rules may be varied, or amended, or other terms inserted in the C.I.F. 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 "Warsaw-Oxford Rules", and the rights and obligations 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 "usage of the particular trade" as 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. RULE2. DUTIES OF THE SELLER AS TO SHIPMENT (?)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 . (?)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. RULE3. 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. RULE4. 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. RULE5. 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. RULE6. 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. RULE7. 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 "shipped" bill of lading, in good merchantable order, issued by the ship owner or 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 "received for shipment" bill of lading or similar 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 "received for shipment" bill of lading or similar document shall for all purposes 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 "shipped" bill of lading. (III)When the seller is entitled to tender a "received for shipment" bill of 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 "through" bill of lading, and such document involves part land and part sea transit, and should the carrier who issues the "through" 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 "through" 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 "through" bill of lading this document 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. RULE8. 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 "vessel" is used therein, the 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. RULE9. 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. RULE10. 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. RULE11. 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, and/or 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. RULE12. 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 C.I.F. 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 C.I.F. value, after deduction of the amount of freight, if any payable on arrival. RULE13. 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 "all those risks" contemplated in 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. RULE14. 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 and/or 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. RULE15. CERTIFICATE OF QUALITY, ETC. Where the contract of sale provides that a certificate of quality and/or 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, and/or 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, and/or of the weight or quantity of the goods at the time the certificate was issued, and as delivered under the contract of sale. RULE16. 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 "documents" is meant the bill of lading, 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. RULE17. 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. RULE18. 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. RULE19. 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. RULE20. 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 and/or 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 and/or 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. RULE21. 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. 资料来源:陈岩、于永达《解析贸易术语》，清华大学出版社，2005.04. [1]即所谓“不可抗力”。 [2]即货物的风险从卖方转移买方的时间。 [3]即货物所有权从卖方转移买方的时间。 [4]根据第五条规定。 [5]包括习惯上的转船(如果有的话)。 [6]包括公证手续费——如果这种手续费是必要的。 [7]不影响单据的提交。