联合国可转让货物单证公约的解释性说明：第二章核心解读
Explanatory note to the United Nations Convention on Negotiable Cargo Documents
第二章 可转让货物单证的签发、内容及法律效力
Issuance, content and legal effect of negotiable cargo documents
第四条 可转让货物单证的内容
Contents
(a) 总论
General remarks
第四条明确了可转让货物单证（NCD）的内容要求，区分了强制性要素与任择性要素。根据第四条第 1 款，运输经营人在签发单证时应当列入强制性要素。然而，若缺失一项或多项强制性内容，只要单证仍符合第二条第 5 款的定义，其作为可转让货物单证的法律效力不受影响（第五条第 1 款）。此类瑕疵可能导致运输经营人依据适用国内法承担赔偿责任（第五条第 2 款）。
Article 4 outlines the content requirements for an NCD, distinguishing between mandatory and optional elements. Article 4(1) lists mandatory elements that the transport operator is expected to include when issuing an NCD. However, the absence of one or more mandatory particulars under article 4(1) does not automatically invalidate the document or affect its legal effect as an NCD – provided that it still meets the definition set out in article 2(5) (art. 5(1)). Such deficiencies may expose the transport operator to liability under applicable domestic law (art. 5(2)).
相比之下，第四条第 2 款列举的是任择性要素。双方可酌情将其列入单证，以补充运营或法律信息。
By contrast, article 4(2) lists optional elements. These elements may be included at the discretion of the parties and serve to supplement the document with additional operational or legal information.
(b) 强制性内容（第四条第 1 款）
Mandatory content
运输经营人的名称和地址（第四条第 1 款(a)项）
Name and address of the transport operator (art. 4(1)(a))
运输经营人是合同约定的货物运输责任人，其名称和地址对依赖单证的第三人至关重要。
As the transport operator is the person contractually responsible for the transport of goods, the name and address of the transport operator is important information for third parties relying on the NCD.
在海运实务中，正确识别承运人尤为关键。当承运人通过代理人运营时，常因文件署名问题引发责任主体争议。在单证中明确列明运输经营人的准确名称和地址，有助于避免混淆，确保索赔对象正确，并支持合同义务的可履行性。
In the maritime context, correctly identifying the carrier is particularly important. Disputes have arisen in practice where carriers operate through agents or intermediaries, leading to uncertainty over who is legally bound by the transport contract. For example, a shipping line may authorize a local agent to issue transport documents or conclude contracts, and the agent's name may appear on the documentation, creating ambiguity about whether the agent or the principal carrier is liable.
Including the correct name and address of the transport operator in the NCD helps avoid such confusion, ensures that claims are directed to the appropriate party and supports the enforceability of contractual obligations.
托运人的名称和地址（第四条第 1 款(b)项）
Name and address of the consignor (art. 4(1)(b))
托运人是与运输经营人订立合同的一方，明确其身份信息有助于厘清合同关系。双方也可约定将初始托运人以外的另一方记载为单证上的托运人。
Since the consignor is the person with whom the transport operator has concluded the transport contract, identifying the name and address of the consignor is helpful for clarifying the contractual relationship between the two parties. Parties may agree to identify a party other than the original consignor as the consignor in the NCD.
对托运人提供的货物的描述（第四条第 1 款(c)项）
Description of the goods as furnished by the consignor (art. 4(1)(c))
货物描述是识别货物及确立单证物权属性的关键。鉴于这些信息源自托运人而非运输经营人的检验，第六条允许经营人在特定情况下声明不对该信息的准确性负责（见下文第 105 至 113 段）。
Information describing the goods is essential for identifying them, enabling the NCD to function as a representation of the goods. However, article 6 allows the transport operator to qualify the particulars covered by subparagraph (c) by indicating that it does not assume responsibility for their accuracy under certain circumstances (see paras. 105–113 below). The rationale for this qualification is grounded in the fact that these details are provided by the consignor and are not based on the transport operator's own inspection or assessment.
货物表面状况（第四条第 1 款(d)项）
Apparent order and condition of the goods (art. 4(1)(d))
接管时的货物表面状况是确定货物基线状态的关键。与托运人提供的描述不同，此说明基于运输经营人接管时的自行检验和评估，涉及无需开箱或技术分析即可观察到的外观情况。因源于经营人自身观察，该信息不得依据第六条进行保留声明。
The apparent order and condition of the goods at the time of their taking in charge by the transport operator are critical for establishing the baseline condition of the goods. Unlike the descriptive particulars under subparagraph (c), which are provided by the consignor, the statement of apparent condition is based on the transport operator's own inspection and assessment at the time of taking in charge.
It concerns what can be observed externally without opening packages or conducting technical analysis. Because this information is derived from the transport operator's own observations, it is not subject to qualification under article 6.
评估并准确记录货物表面状况是运输经营人的义务。第五条第 6 款强化了这一规则：若单证未注明表面状况，则视为货物在接管时状况明显良好（见下文第 103 段）。
Assessing the apparent order and condition of the goods is an obligation of the transport operator, which is expected to record those details accurately in the NCD. This obligation is reinforced by the rule in article 5(6), which provides that if the NCD fails to state the apparent order and condition of the goods, it shall be deemed to state that the goods were in apparent good order and condition at the time they were taken in charge (see para. 103 below).
接管的地点和日期（第四条第 1 款(e)项）
Place and date of taking in charge (art. 4(1)(e))
接管日期确立了运输经营人责任的起始时间，接管地则是判定《公约》适用性的关键因素之一（见上文第 26 段）。准确记载这些信息有助于各方确定《公约》是否管辖单证的签发、转让及法律效力。
The date on which the transport operator takes the goods in charge is essential for establishing when the transport operator's responsibility begins. The place of taking in charge may play a critical role in determining the applicability of the Convention (see para. 26 above). Its accurate inclusion in the NCD ensures that parties can determine whether the Convention governs the document's issuance, transfer and legal effects.
此外，接管日期影响交付期限、诉讼时效及赔偿责任的计算，也是评估销售合同履行情况的重要依据。为保障法律确定性，第五条第 5 款规定：若未注明接管日期，视为货物在单证签发之日已被接管（见下文第 102 段）。
Moreover, the date of taking in charge serves as the starting point for the transport operator's obligations and may affect the calculation of delivery deadlines, limitation periods and liability exposure. Such information is also important for assessing the performance of obligations under the relevant sales contract. To preserve legal certainty, article 5(5) provides that if the NCD does not state the date of taking in charge, the goods are deemed to have been taken in charge on the date of issuance of the NCD (see para. 102 below).
签发的地点和日期（第四条第 1 款(f)项）
Place and date of issuance (art. 4(1)(f))
签发地点和日期具有多重法律与运营功能。签发地关乎管辖权与适用法律的确定，也是触发《公约》第一条第 1 款(c)项适用的标准之一（见上文第 28 段）。
Indicating the place and date of issuance of the NCD serves multiple legal and operational purposes. The place of issuance may be relevant for determining jurisdiction and applicable law. The place of issuance as stated in the NCD is also one of the criteria for triggering the application of the Convention under article 1(1)(c) (see para. 28 above).
签发日期是判断可转让性启动及背书顺序等法律效力的基准点。为确保法律确定性，第五条第 3 款和第 4 款针对“日期存在但意义不明”及“运输单证转为可转让货物单证但未注明生效日”两种情形确立了相应规则（见下文第 102 段）。
The date of issuance is equally significant. It provides a reference point for various legal effects, including the commencement of negotiability and the sequencing of endorsements. To ensure legal certainty, article 5(3) and (4) establish two rules that apply respectively when a date is included in the NCD but its significance is unclear, and when a transport document is converted into an NCD with the annotation not specifying the effective date (see para. 102 below).
运输合同的条款（第四条第 1 款(g)项）
Terms of the transport contract (art. 4(1)(g))
此项适用于独立签发的可转让货物单证作为运输合同主要书面记录的情形。此时，单证应反映合同条款，明确各方权利义务。
This subparagraph only applies where a stand-alone NCD is issued and functions as the primary written record of the transport contract. In such cases, the NCD is expected to reflect the terms of the transport contract, ensuring that the rights and obligations of the parties to the transport contract are clearly set out in the NCD itself.
若通过在现有运输单证上加注方式签发（第三条第 2 款(a)项），原单证已证明合同关系；若未签发或已撤销原单证而签发独立单证（第三条第 2 款(b)项），则该独立单证承担证据职能。
When an NCD is issued by annotating an existing transport document under article 3(2)(a), the link to the transport contract is reinforced as the "transport document" evidences or contains the transport contract. As contemplated in article 3(2)(b), where a transport document has not been issued or has been cancelled and a stand-alone NCD is issued, the NCD assumes this evidentiary role.
合同条款是确定非初始托运人持单人权利与责任的关键。列入这些条款有助于持单人理解并行使权利，同时承担因自身行为产生的责任。
The terms of the transport contract are essential in determining the rights and liability of a holder of the NCD that is not the original consignor. Including these terms within the NCD is crucial to help ensure that holders can understand and exercise their rights while also assuming any liabilities and obligations that arise from their actions (including those relating to the regulation and control of transport operations addressed in article 1(2)).
此外，当运输经营人需获取货物相关信息以履行义务时，须首先向持单人索取（第八条）。若持单人未在合理时间内提供，则以运输合同为准。这凸显了运输合同不仅是权责来源，也是经营人运营决策的指导框架（见下文第 141 至 144 段）。
When the transport operator requires information, instructions or documents relating to the goods in order to perform its obligations, it must first seek them from the holder under article 8. If the holder fails to provide the necessary input within a reasonable time despite reasonable efforts by the transport operator, the fallback is the transport contract itself.
This underscores the transport contract's role not only as the source of the holder's rights and liability but also as the guiding framework for operational decisions made by the transport operator in the circumstances set out in article 8 (see paras. 141–144 below).
交付地点（第四条第 1 款(h)项）
Place of delivery (art. 4(1)(h))
交付地位于缔约国是触发《公约》适用的标准之一（第一条第 1 款(b)项），亦关乎管辖权和适用法律。交付地是持单人可出示单证并要求提货的地点。尽管货物在途转售可能变更最终交付地，但通常应在签发时即予确定并载明于单证中。
The place of delivery of the goods being in a State Party is one of the criteria that triggers the application of the Convention under article 1(1)(b) (see para. 27 above) and may be relevant for determining jurisdiction and applicable law. The place of delivery of the goods is the place where the holder can present the NCD and demand delivery of the goods from the transport operator.
In practice, goods may be sold while in transit, and their final place of delivery can change. Nevertheless, the place of delivery is ordinarily established at the time the transport document is issued and should thus be indicated in the NCD.
正本份数（第四条第 1 款(i)项）
Number of originals (art. 4(1)(i))
单证须注明正本份数，即使仅签发一份亦然，旨在避免歧义并确认无其他正本存在。
This subparagraph requires the NCD to indicate the number of originals of the NCD. This applies even when only one original is issued to avoid ambiguity and to confirm that no other originals exist.
此举反映了海运中签发多份提单的商业惯例，对融资安排尤为重要。若存在多份正本而银行仅持有一份，将面临他人主张货物的风险。明确份数有助于降低失控风险。
This reflects established commercial practice, particularly in maritime transport where multiple originals of a bill of lading are commonly issued. The number of originals is especially important in financing arrangements. If multiple originals exist and only one original is held by a bank, there is a risk that another holder could claim the goods. Clearly stating the number of originals helps mitigate the risk of losing control over the goods.
该要求是对第三条第 2 款(a)项签发方法的补充，确保对所有正本进行透明一致批注。同时也支持第十七条关于载体变更的规定，即在变更前必须交出先前载体的所有正本，从而防止纸质与电子记录转换过程中的不确定性（见下文第 203 段）。
This subparagraph complements article 3(2)(a) on the method of issuance, which permits an NCD to be issued by entering an annotation signed by the transport operator in "each original" of the transport document (see para. 57 above). Specifying the number of originals ensures that this annotation process is carried out transparently and consistently across all originals.
The requirement also supports article 17, concerning the change of medium of the NCD, which provides that all originals in the previous medium must be surrendered before the change can take effect (see para. 203 below). Clearly stating the number of originals facilitates compliance with this rule and helps prevent uncertainty during the change from paper document to electronic record or vice versa.
注明正本份数与持单人行权密切相关：行使处置权须出示所有正本（第七条第 5 款），但要求交付货物仅需交出一份正本（第十条）（见下文第 156 至 159 段）。
The indication of the number of originals is closely linked to the holder's exercise of rights. Where multiple originals are issued, the holder must present all originals to exercise the right of disposal (art. 7(5)). However, delivery of the goods may be demanded against the surrender of one original (art. 10) (see paras. 156–159 below).
运费的付款条件（第四条第 1 款(j)项）
Freight payment terms (art. 4(1)(j))
注明运费是“预付”还是“到付”，能澄清货物附带的财务义务。“运费预付”表明经营人已收款，交付时无需再付；“运费到付”则提示持单人需结清运费方可提货。此信息对不知晓初始付款安排的持单人尤为关键，直接影响其提货能力及单证的商业价值。
Freight payment terms indicate whether freight is prepaid or payable at destination and thus provide clarity to all parties involved regarding the financial obligations attached to the goods. For example, the term "freight prepaid" confirms that the transport operator has already received payment and that no further freight charges are due upon delivery.
The phrase "freight payable at destination" signals that the freight charges still need to be settled in order for the holder to receive the goods. This information is particularly important for the holder, which may be unaware of the original payment arrangements. It affects the holder's ability to claim delivery and may influence the commercial value of the NCD.
(c) 任择内容（第四条第 2 款）
Optional content
交货日或交货期（第四条第 2 款(a)项）
Date or period of delivery (art. 4(2)(a))
若双方约定了交货时间，将其列入单证具有实际益处。这为持单人提供了清晰的预期，影响转售、融资或物流决策；同时也有助于银行评估贸易融资交易的可靠性与时机。
If the consignor and the transport operator agree on the date or the period within which the delivery will be made, including that date or period in the NCD offers practical benefits for parties relying on the NCD. For the holder, it provides clarity regarding expected delivery timelines, which may influence decisions related to resale, financing or logistics. For banks, it helps with the assessment of the reliability and timing of the underlying trade finance transaction.
运输路线、运输方式和追踪信息（第四条第 2 款(b)项）
Journey, mode of transport and tracking information (art. 4(2)(b))
详述运输路线、方式（如海、铁、公、空）及转运点，有助于各方预测时效、评估风险及规划物流。提供追踪信息（如参考号、数字代码或链接）可提升实时可见性，增强供应链协同。
Including journey details and the mode of transport (e.g. maritime, rail, road or air) in the NCD serves several practical purposes. It helps parties anticipate transit times, assess risks and plan downstream logistics. Indicating trans-shipment points provides insight into where the goods may be handled or transferred, which is relevant for assessing potential delays, exposure to damage or customs procedures. Providing tracking details – such as reference numbers, digital access codes or platform links – supports real-time visibility and enhances supply chain coordination.
此类信息对持单人管理预期、做出明智决策极具价值，同时也协助银行、保险公司等第三方进行风险评估与运营监督。
For the holder, such information can be valuable for managing expectations and making informed decisions about resale, financing or inventory planning. For banks, insurers and other third parties, it contributes to risk assessment and operational oversight.
运输合同适用法律（第四条第 2 款(c)项）
Law applicable to the transport contract (art. 4(2)(c))
运输合同常受复杂法律框架约束。明确适用法律有助于厘清管辖经营人义务、责任及争议解决的法律制度，在跨国多式联运中尤为重要。
Transport contracts are often subject to complex legal frameworks, including international conventions and national laws. Including a reference to the applicable law helps clarify the legal regime governing the transport operator's obligations, liability and dispute resolution mechanisms. This is particularly useful in cross-border and multimodal transport.
对非托运人的持单人而言，知晓适用法律对其理解权利范围及潜在责任规模至关重要（见第七条第 2 款和第九条第 2 款(a)项）。这对依赖单证进行贸易融资、保险及商业交易的银行和保险公司评估法律风险同样关键。
For a holder other than the consignor, knowing which legal regime governs the transport contract is essential for understanding both the scope of its rights and the extent of its potential liability (see arts. 7(2) and 9(2)(a)). For banks, insurers and third parties, it helps with the assessment of legal risk and the determination of the enforceability of claims. These entities often rely on the NCD in the context of trade finance, cargo insurance and commercial transactions, where clarity about the governing legal framework is particularly important.
任何其他具体信息（第四条第 2 款(d)项）
Any other particulars (art. 4(2)(d))
该条款赋予单证灵活性，允许根据交易需求增加具体处理说明、海关信息或保险参考资料等。
This provision offers flexibility, allowing the NCD to be tailored to the specific needs of the transaction. The other particulars may include specific handling instructions, customs-related information and insurance references.