CNUDMI - A-CN.9-1214

United Nations A/CN.9/1214

General Assembly

Distr.: General 11 June 2025

Original: English /Chinese/

French/Spanish

V.25-09058 (E) 1 60625 1 70625 2509058

United Nations Commission on International Trade Law Fifty-eighth session Vienna, 7–23 July 2025

Compilation of comments on the draft convention on negotiable cargo documents

Contents Page

I. Introduction ................................ ............................... 2

II. Compilation of comments received from Governments ............................ 2

A. Argentina ................................ ............................. 2

B. China ................................ ................................ 2

C. Germany ................................ ............................. 7

D. Greece ................................ ............................... 12

E. Honduras ................................ ............................. 13

F. Japan ................................ ................................ 16

G. Morocco ................................ .............................. 16

H. Spain ................................ ................................ 20

I. Switzerland ................................ ........................... 23A/CN.9/1214

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I. Introduction

The present note reproduces comments received from Governments and Organizations on the revised draft convention on negotiable cargo documents (A/CN.9/1213 ) in the form in which it was received with formatting changes.

II. Compilation of comments from Governments

A. Argentina

[Original: Spanish] [Date: 6 June 2025] …en relación con el Proyecto de Convención sobre Documentos de Carga Negociables, en el marco del Grupo de Trabajo VI de la CNUDMI, la República Argentina desea observar que el Proyecto referido no prevé la posibilidad de efectuar

…en relación con el Proyecto de Convención sobre Documentos de Carga Negociables, en el marco del Grupo de Trabajo VI de la CNUDMI, la República Argentina desea observar que el Proyecto referido no prevé la posibilidad de efectuar ni reservas ni flexibilidades para su implementación, por lo cual se sugiere incorporar un articulo en este sentido.

B. China

[Original: Chinese] [Date: 6 June 2025] 一、关于电子可转让货物单证（电子 NCD） （一）建议允许参加国对电子 NCD 的规定提出保留。 建议公约允许参加国对第四章即关于电子 NCD 的特别规定进行保留。 主要考虑：一是公约草案第四章主要是基于 MLETR 制定，而 MLETR 采用示范法形 式就是因为各国不愿意受公约约束。如将 NCD 公约与 MLETR 捆绑在一起，可能使 不愿受 MLETR 约束的国家存在顾虑，从而影响 NCD 公约的接受度。二是虽然有些 国家基于 MLETR 制定了国内法，但其国内立法并非完全照抄 MLETR，而是在 MLETR 基础上有所变通取舍，呈现出不同特点。NCD 公约基于 MLETR 制定的第四

章规定，可能与这些国家的国内立法并不一致，因此，也会影响 这些国家对 NCD 公约的接受度。三是如何对可转让电子记录立法，目前国际社会仍在探索中，并 未形成足以支撑一部公约的统一意见。NCD 的基本制度与其电子化是两个相互独 立的议题，允许对电子 NCD 相关规定提出保留，不会影响 NCD 基本制度的运行， 同时可以将是否保留的选择权留给参加国，避免潜在缔约国因不愿受电子 NCD 相 关规定约束而放弃签约。 （二）建议保留当事人选择自由。 建议保留当事人（尤其是后续受让 NCD 的持单人）选择是否接受电子单证的自由。 主要考虑：一是 MLETR 在是否同意使用电子可转让记录的问题上采取自愿原则。 MLETR 第7条第1款规定:“不得仅以电子可转让记录的电子形式为由而否定其法 律效力、有效性或可执行性。”第 2 款紧接着就规定:“本法中的规定概不要求 某人在未予同意的情况下使用电子可转让记录。”第 3 款补充:“可根据某人的

行为推断其是否同意使用电子可转让记录。”二是自愿原则不仅体现在签发环节， 也体现在后续的转让环节。即如果当事人约定凭 NCD 交付，不能仅因 NCD 签发时 双方当事人同意采用电子形式，就认定后续受让人也必须接受电子形式的 NCD。 三是公约草案目前未明确规定自愿原则，似乎只要 NCD 满 足第 12 条规定就可以自动采用电子形式，这对后续受让 NCD 的人明显不公平。 同时，公约草案第 17 条规定了载体变更，实际上从电子 NCD 到纸质 NCD 的转换 是有依据的，在此基础上明确 NCD 受让人的自愿选择权并无障碍。四是明确规定 受让人的选择权具有重要意义。由于本公约适用的前提是当事人同意，如未明确A/CN.9/1214

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受让人可以选择纸质或电子形式，可能导致不愿接受电子形式的当事人回避本公 约的适用。 二、关于公约的适用范围 （一）关于是否适用于海运。 建议本公约适用于海运及多式联运中的海运区段。 主要考虑：一是海运提单和 NCD 制度上并不存在冲突。草案 Art.1.3 已设定与现

建议本公约适用于海运及多式联运中的海运区段。 主要考虑：一是海运提单和 NCD 制度上并不存在冲突。草案 Art.1.3 已设定与现 有公约及国内法共存的前提，在对该款作适当修订后可以避免法律冲突。特别是， 草案已采用“自愿适用”机制，即当事人同意的前提下才能 签发 NCD，并无强制 适用于海运的风险，应允许市场主体通过后续实践效果自由决定是否采用 NCD。 二是包括海运区段在内的多式联运提单在法律上是否属于“物权凭证”在很多国 家及相关国际海运公约下是不清晰的甚至是有争议的，将其适用 NCD 公约可以解 决这一问题。三是海运环节是多式联运中不可分割的一部分，排除 NCD 对海运的 适用，将影响整套 NCD 在实践中的连贯性和可操作性，将限制 NCD 协调在多式联 运各区段的效用，造成制度碎片化，最 终限制其在真实场景下的实践应用价值。 四是行业差距不宜作为排除适用的依据。正因海运提单和其他运输单证存在差异，

在多式联运成为发展趋势的背景下，才需要构建一套能适 应不同运输方式的统一 规则，以促进包括海运在内的各种单式及多式运输的发展。 （二）关于适用公约的连接点。 建议将 Art.1.1 适用公约的条件修改为：如果（1）该 NCD 签发地或根据该 NCD 交付货物的地点位于一缔约国内；或（2）国际私法规则指向适用一缔约国法。 主要考虑：目前 Art.1.1 规定本公约的适用以运输合同规定的收货地或交货地在 公约缔约国为准。但本公约调整的是可转让货物单据而非运输合同，其适用以可 转让货物单据的签发地或权利实现地在公约缔约国似更合理。例如，如果运输合 同规定的收货地或交货地与实际的收货地或交货地不同，NCD 通常会在实际的收 货地签发，在实际的交货地提示和注销，这样 NCD 实际上与运输合同规定的收货 地或交货地没有联系。 （三）公约的强制适用和统一适用。 建议第 1 条增加一款：本公约的规定不能由当事人约定减损（The provisions of this Convention shall not be derogated from or varied by agreement.）。 主要考虑：本公约适用的前提是当事人同意，但本公约规定的强制性需要得到保

of this Convention shall not be derogated from or varied by agreement.）。 主要考虑：本公约适用的前提是当事人同意，但本公约规定的强制性需要得到保 障，当事人选择适用的同时不能通过约定改变公约的规定。 三、关于 NCD 的签发 （一）关于签发方式。 建议恢复工作组第46届会议讨论的公约草案（A/CN.9/WG.VI/WP.114 ）关于签发 NCD 的规定。 主要考虑：一是目前 Art.3.2（b）规定“在未签发运输单证或已签发并注销运 输单证的情况下签发独立的可转让货物单证”，该规定中的“运输单证”并未明 确是可转让运输单证，在已签发不可转让运输单证的情况下，不排除另行 签发 NCD，不一定需要注销原运输单证。此外，实践中注销已签发的运输单证可能不 具有可操作性，如已签发铁路运单且货物已在途运输的情况下，很难申请注销原 铁路运单。因此，该规定在合理性和可操作性上均存疑。 二是此前一版文书草案 （A/CN.9/WG.VI/WP.114 ）规定了三种 NCD 的签发方式：一是承运人（运输经营

人）没有签发任何运输单证的，可以直接依据本公约签发 NCD；二是承运人（运 输经营人）签发了可转让运输单证的，可通过批注方式升级为 NCD；三是承运人 （运输经营人）签发了不可转让运输单证的，可另行签发一份 NCD，并在原已签 发的不可转让运输单证上注明。工作组 46 届会议上，有代表提出，上述签发方 式过于复杂，应只作原则性规定。从目前最新版草案看，上述问题似未得到解决， 且关于 NCD 签发方式的规定反而不如此前版本清晰。因此，如仅在两者之间进行A/CN.9/1214

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选择，我们认为宜用此前草案文本（ A/CN.9/WG.VI/WP.114 ）的规定。同时，为 避免挂一漏万，也可考虑以“包括，但不限于”的方式列举前述三种签发方式。 （二）关于 NCD 记载事项。 考虑到船名对于银行进行涉敏反洗钱审查的重要性，建议将船名列入 Art.4.1 中 非必要记载事项。 四、关于 NCD 代表的权利 关于处分权。 建议删除 Art.7.1 中关于处分权的内容。 主要考虑：一是处分权制度仅见于部分运输法公约中，且该类公约中的运输单证

关于处分权。 建议删除 Art.7.1 中关于处分权的内容。 主要考虑：一是处分权制度仅见于部分运输法公约中，且该类公约中的运输单证 一般均 为不可 转让单证 。如 CIM-COTIF(2016) 第 18 条， CMR 第 12 条， BUDAPEST CONVENTION 第 14 条，MONTREAL CONVENTION 第 12 条中规定了处分权 制度，且使用的措辞、包含的内容各有不同， 处分权制度并不统一。二是本公约 未规定处分权的定义，导致处分权的内容不清晰，在实践中容易引发问题。如在 中途港要求交付货物属于行使变更目的港的处分权，还是行使提货权，相关事项 应该在第 7 条规定还是在第 10 条规定，可能存在不同的理解。三是行使处分权 的条件并无明确 规定，实践中没有 统一操作 规则。如行使处分权只需“出 示”NCD 还是要同时“交回”NCD；行使处分权后，相关修改是否需要 记载在单 据上（鹿特丹规则第 54 条要求记载）；行使处分权后如果不记载在 NCD 上，承运 人是否仍依 NCD 表面记载对后续持单人负责；行使处分权后如果在 NCD 上作出修

改，如何确保修改准确记载在单据上，发生记载不准确的情况会导致何种后果。 上述问题均缺乏明确的规则指引。四是“单证记载的一切权利”涵盖可以向承运 人主张的一切权利，包括可能需要行使的处分权，无需单独规定。

[Courtesy Translation]

I. On Electronic Negotiable Cargo Documents (Electronic

NCDs)

1. Recommendation to Permit Reservations by Contracting States with Respect to

Provisions on Electronic NCDs

It is proposed that the Convention permit Contracting States to enter reservations in respect of Chapter 4, that is, the special provisions concerning electronic NCDs.

Main considerations: Firstly, Chapter 4 of the draft Convention is primarily based on the MLETR. Given that MLETR was intentionally developed as a model law, reflecting a recognition that States are reluctant to adopt binding treaty obligations in this area, integrating the provisions of MLETR into the binding framework of the NCD Convention may cause concern among States unwilling to accept the obligations of MLETR, thereby reducing the overall acceptance of the NCD Convention.

Secondly, although some countries have enacted domestic legislation based on MLETR, such legislation does not fully replicate MLETR but rather incorporates selective adaptations, resulting in legal frameworks with distinct features. The provisions of Chapter 4 of the NCD Convention, which are based on the MLETR, may not be fully aligned with the domestic legislation of certain States, and may therefore affect the level of acceptance of the Convention by those States. Thirdly, how to legislate on transferable electronic records remains under exploration at the international level, and no consensus sufficient to support a convention has yet been formed. The core legal framework governing NCDs and the provisions relating to their electronic form constitute two separate and independent subject matters.

how to legislate on transferable electronic records remains under exploration at the international level, and no consensus sufficient to support a convention has yet been formed. The core legal framework governing NCDs and the provisions relating to their electronic form constitute two separate and independent subject matters. Permitting reservations with respect to the provisions concerning electronic NCDs would not prejudice the application or integrity of the fundamental legal regime governing NCDs. Moreover, it would allow Contracting States the discretion to accept or decline the application of the electronic NCD provisions, thereby reducing the riskA/CN.9/1214

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that potential Contracting States might decline to become Parties to the Convention solely due to concerns about being bound by provisions relating to electronic NCDs.

2. Recommendation to Preserve Party Autonomy

It is proposed that the Convention preserve the freedom of the parties (especially subsequent holders of the NCD) to choose whether or not to accept the use of electronic documents.

Main considerations: Firstly, MLETR adopts a voluntary principle regarding whether parties agree to use electronic transferable records. Article 7(1) of MLETR states that “An electronic transferable record shall not be denied legal effect, validity or enforceability on the sole ground that it is in electronic form”. Article 7(2) states that “Nothing in this Law requires a person to use an electronic transferable record without that person’s consent”. Article 7(3) adds that “The consent of a person to use an electronic transferable record may be inferred from the person’s conduct.”. Secondly, the principle of voluntariness should apply not only at the time of issuance, but also during subsequent transfers. In other words, if the parties agree that an NCD will be used for delivery, this should not mean that subsequent transferees are automatically bound to accept an electronic NCD format simply because the original parties agreed to it. Thirdly, the Draft Convention currently lacks clear provisions establishing this

during subsequent transfers. In other words, if the parties agree that an NCD will be used for delivery, this should not mean that subsequent transferees are automatically bound to accept an electronic NCD format simply because the original parties agreed to it. Thirdly, the Draft Convention currently lacks clear provisions establishing this voluntary principle. It seems that as long as the NCD satisfies the requirements of Article 12, it may automatically be adopted in electronic form, which would be unfair to subsequent holders. At the same time, Article 17 of the draft Convention prov ides for the change of medium, in fact, there exists a legal basis for the conversion from an electronic NCD to a paper NCD. On this basis, there is no legal impediment to expressly recognizing the transferee ’s voluntary right of choice . F inally, clarifyin g this freedom is also of great importance. Since the Convention only applies based on party agreement, failure to make it explicit that the transferee may choose the format of the NCD may lead parties who are unwilling to accept electronic documents to avoid applying the Convention.

II. On the Scope of Application of the Convention

1. Applicability to Maritime Transport

It is recommended that the Convention apply to maritime transport and the maritime segments of multimodal transport.

Main considerations: Firstly, there is no inherent legal conflict between the bill of lading used in maritime transport and the NCD system. Article 1.3 of the Draft Convention already establishes the premise of coexistence with existing conventions and domestic laws. With appropriate revisions to this provision, potential legal conflicts can be avoided. Additionally, the Draft Convention adopts a “voluntary application” mechanism, whereby an NCD may only be issued with the consent of the parties. There is therefore no risk of compulsory application to maritime tr ansport. It should be left to the market to flexibly determine, based on subsequent practice, whether to adopt the NCD. Secondly, it is unclear and even controversial whether the multimodal transport bill of lading, including the shipping section, is a “document of

should be left to the market to flexibly determine, based on subsequent practice, whether to adopt the NCD. Secondly, it is unclear and even controversial whether the multimodal transport bill of lading, including the shipping section, is a “document of title” in law in many countries and relevant international shipping conventions. The application of the NCD convention can solve this problem. Thirdly , Maritime transport is an inseparable component of multimodal transport. Excluding the applicat ion of the Convention to maritime transport would undermine the consistency and operability of the NCD framework in multimodal practice. This would result in fragmented legal regimes and limit the utility of NCDs in real -world applications. Finally, differences between transport sectors should not be used as a reason for exclusion. Precisely because ocean bills of lading and other transport documents differ, and because multimodal transport is a growing trend, it is essential to develop a unified legal fram ework capable of adapting to different transport modes, therebyA/CN.9/1214

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promoting the development of both unimodal and multimodal carriage, including carriage by sea.

2. On Connecting Factors for Application of the Convention

It is proposed that Article 1.1 be revised as follows: The Convention shall apply if: (1) the place of issuance or presentation for delivery of the NCD is located in a Contracting State; or (2) the applicable law under the rules of private international law points to the law of a Contracting State.

Main considerations: Currently, Article 1.1 establishes that the Convention applies where the place of receipt or delivery under the transport contract is in a Contracting State. However, the present Convention governs negotiable cargo documents rather than the transport contr act. Accordingly, it would be more appropriate for its applicability to be based on the place of issuance or the place of exercise of rights under a negotiable cargo document within a Contracting State. For instance, where the place of receipt or delivery stipulated in the transport contract differs from the

than the transport contr act. Accordingly, it would be more appropriate for its applicability to be based on the place of issuance or the place of exercise of rights under a negotiable cargo document within a Contracting State. For instance, where the place of receipt or delivery stipulated in the transport contract differs from the actual place of receipt or delivery, the NCD is typically issued at the actual place of receipt and presented and surrendered at the actual place of delivery. In such cases, the NCD has no substantive connection with the place of receipt o r delivery as provided for in the transport contract.

3. Mandatory and Uniform Application of the Convention

It is recommended to add a paragraph to Article 1: The provisions of this Convention shall not be derogated from or varied by agreement.

Main Considerations: The application of this Convention is premised on the agreement of the parties, while the mandatory nature of its provisions must be ensured, meaning that parties cannot alter the Convention’s provisions through agreement while choosing to apply it.

III. Issuance of NCDs

1. Methods of Issuance

It is recommended to restore the provisions on the issuance of NCDs as discussed in the draft convention at the Working Group’s 46th session (A/CN.9/WG.VI/WP.114).

Main Considerations: First ly, the current Article 3.2(b) provides for “issuing a standalone negotiable cargo document where no transport document has been issued or where a transport document has been issued and cance lled”. The term “transport document” in this provision does not specify whether it is a negotiable transport document . In cases where a non -negotiable transport document has been issued, it should not preclude the issuance of an NCD, and it may not be necessary to cancel the original transport document. Moreover, in practice, cancel ling an already issued transport document may not be feasible, such as when a railway consignment note has been issued and the goods are already in transit. Therefore, this provision raises

should not preclude the issuance of an NCD, and it may not be necessary to cancel the original transport document. Moreover, in practice, cancel ling an already issued transport document may not be feasible, such as when a railway consignment note has been issued and the goods are already in transit. Therefore, this provision raises doubts about its reasonableness and operability. Second ly, the previous draft document (A/CN.9/WG.VI/WP.114) specified three methods for issuing NCDs: First, if the carrier (transport operator) has not issued any transport document, it may directly issue an NCD under this Convention ; Second, if the carrier (transport operator) has issued a negotiable transport document, it may be upgraded to an NCD through annotation; Third, if the carrier (transport operator) has issued a non -negotiable transport document, a separate NCD may be issu ed with a notation on the original non-negotiable transport document. During the 46th session of the Working Group, some representatives suggested that these issuance methods were overly complex and should be simplified to principle -based provisions. From the latest draft, it appears that the above issue has not been resolved, and the provisions on NCD issuance methods are less clear than in the previous version. Therefore, if choosing between the two, we believe it is preferable to use the provisions of th e previous draft textA/CN.9/1214

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(A/CN.9/WG.VI/WP.114). Additionally, to avoid omissions, it may be considered to list the aforementioned three issuance methods in an inclusive manner, such as “including, but not limited to.”

2. As for the particulars included in NCDs

Considering the importance of the ship's name for banks to conduct anti -money laundering reviews related to sensitive matters, it is suggested to include the ship's name in the further indicate of Art.4.1.

IV . Regarding the rights represented by the NCD

Considering the importance of the ship's name for banks to conduct anti -money laundering reviews related to sensitive matters, it is suggested to include the ship's name in the further indicate of Art.4.1.

IV . Regarding the rights represented by the NCD

Regarding the right of disposal

It is suggested to remove the reference to the right of disposal in Art.7.1.

Main considerations: Firstly, the right of disposal is only found in some transport law conventions, and the transport documents in these conventions are generally nonnegotiable. For example, the CIM -COTIF (2016) Article 18, CMR Article 12, BUDAPEST CONVENTION Article 14, and MONTREAL CONVENTION Article 12 include the right of disposal, but the wording and content vary, leading to an inconsistent system. Secondly, the convention does not define the right of disposal, which can cause confusion in practice. For instance, whether requesting delivery at an intermediate port is exerc ising the right to change the destination or the right to take delivery, and whether this should be covered in Article 7 or Article 10, may be interpreted differently. Thirdly, there are no clear conditions for exercising the right of disposal, resulting in a lack of uniform rules. For example, it is unclear whether exercising this right requires merely “presenting ” the NCD or also “surrendering ” it; whether changes need to be recorded on the document (as required by the Rotterdam Rules Article 54); If the exercise of the right of disposal is not recorded on NCDs, does the carrier remain liable to subsequent holders based on the apparent terms sta ted in NCDs; after the ex ercise of the right of disposal, how can it be ensured that the modification is accurately recorded on NCDs; and the consequences of inaccurate recordings. Finally, “all rights incorporated in the document ” already encompasses all claims against the carrier, including the right of disposal, so a separate provision is unnecessary.

C. Germany

modification is accurately recorded on NCDs; and the consequences of inaccurate recordings. Finally, “all rights incorporated in the document ” already encompasses all claims against the carrier, including the right of disposal, so a separate provision is unnecessary.

C. Germany

[Original: English] [Date: 6 June 2025] The German government would like to thank the Secretariat for giving the opportunity to comment on the draft text of the Convention on negotiable cargo documents developed by Working Group VI. Proposed additions appear in bold and proposed deletions appear in strikethrough . For clarify, changes are shown against the text as contained in document A/CN.9/1213.

CHAPTER 1. GENERAL PROVISIONS

Article 1. Scope of application

1. This Convention applies to the issuance, transfer and legal effects of a negotiable cargo document that contains a conspicuous annotation with reference to this Convention in connection with the international transport of goods by one or more than one mode of transport if:A/CN.9/1214

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(a) The place of taking in charge of the goods by the transport operator as provided for in the transport contract indicated in the negotiable cargo document is located in a State Party; or (b) The place of delivery of the goods by the transport operator as provided for in the transport contract indicated in the negotiable cargo document is located in a State Party.

Justification: Referring to the transport contract would mean that it is not ascertainable from the NCD whether the convention actually applies to it, i.e. whether there is a valid NCD under the convention. This would impede the transfer of the NCD. The new wording of A rticle 7 (1) adopted by the Working Group at its last session implies that the transport contract is not relevant for determining the rights embodied in an NCD. The same principle should apply for the fundamental issue if

NCD. The new wording of A rticle 7 (1) adopted by the Working Group at its last session implies that the transport contract is not relevant for determining the rights embodied in an NCD. The same principle should apply for the fundamental issue if there is a NCD under this convention at all.

Article 2. Definitions

For the purposes of this Convention: 2. “Consignee” means the person named in the transport contract as the person entitled to take delivery of the goods under the transport contract.

Justification: The definition should not refer to particulars of the contract as the contract as such is not relevant for the NCD.

[3. “Electronic record” means information generated, communicated, received or stored by electronic means including, where appropriate, all information logically associated with or otherwise linked together so as to become part of the record, whether generated contemporaneously or not. ] Justification: We share the approach to put all provisions concerning electronic NCDs in Chapter 4. However, we think that the definition of “electronic record” fits well in Article 2 as it is a very basic one and is also used in the definition of the NCD (Article 2 (5) ). 5. “Negotiable cargo document” means a paper document or an electronic record signed and issued by the transport operator that indicates by wording such as “to order” or “negotiable” or an equivalent expression that the goods as specified in the document have been taken in charge by the transport operator and consigned to the order of the holder.

Justification: Reflect that under Article 11 the NCD may become a bearer document and is then no longer an order document (if it is endorsed blank). 6. “Transport contract” means a contract whereby a transport operator undertakes to perform an international transport of goods for rewar d.

Justification: Here we mean a specific transport of goods. 8. “Transport operator” means any person who concludes a transport contract with the consignor and who assumes responsibility for the performance of the contract

to perform an international transport of goods for rewar d.

Justification: Here we mean a specific transport of goods. 8. “Transport operator” means any person who concludes a transport contract with the consignor and who assumes responsibility for the performance of the contract undertakes to perform an international transport of goods for reward, irrespective of whether or not that person performs the carriage itself.

Justification: The description of the transport operator’s role in paragraphs 6 and 8 should be aligned in order to avoid confusion.A/CN.9/1214

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CHAPTER 2. ISSUANCE, CONTENTS AND LEGAL EFFECT

OF NEGOTIABLE CARGO DOCUMENT S

Article 3. Issuance of a negotiable cargo document

1. If so agreed between the transport operator and the consignor, the transport operator shall issue a negotiable cargo document that contains a conspicuous annotation with reference to this Convention.

Justification: Avoid confusion with the annotation under paragraph 2.

2. The transport operator and the consignor shall agree on the method of issuing shall issue a negotiable cargo document , which may include by: Justification: The Working Group has discussed several times and with different results whether or not the convention should set out a preference for the “upgrading” of transport documents and – consequently – whether it should limit the issuance of the NCD as a separat e document. We would appreciate the opportunity to revisit this issue at the Commission session as it is a fundamental one. In our view, the issuance of the NCD as a separate document should be avoided and should therefore be permitted only where no (valid ) transport document exists. Our amendment proposal reflects this position.

(a) Entering an annotation signed by the transport operator in a transport document that [contains information set out in article 4, paragraph 1 ]; or Justification: We are in favour of deleting the reference to Article 4 (1) for several

reflects this position. (a) Entering an annotation signed by the transport operator in a transport document that [contains information set out in article 4, paragraph 1 ]; or Justification: We are in favour of deleting the reference to Article 4 (1) for several reasons. First it could lead to disputes as to whether the transport document was “complete enough” to allow for the issuance of the NCD by way of an annotation; effectively, the vali dity of the NCD would be at stake in such cases. Second, it would raise doubts whether in assessing if the transport document contains sufficient information Article 5 would apply as well. Third, according to paragraph 3 (b), the transport do cument and the annotation are to be treated as a single document. Therefore, the information described in Article 4 (1) may stem from both, the transport document and the annotation. It is not necessary to require that the information stems from the transp ort document.

3. Where the parties have agreed on the method described in subparagraph (a) of paragraph 2 applies: Justification: Clarify that the paragraph also applies where the NCD is issued by “upgrading” at a later stage (paragraph 4 (a)).

(a) The annotation must contain the words set out in article 2 , paragraph 5 and, in a conspicuous manner, a statement indicating that the transport document shall serve as a negotiable cargo document from a specified date; and Justification: It should be clarified that in order for e.g. a CMR consignment note to become an NCD under the convention the expression “negotiable” needs to be added, too.

4. Subject to paragraph 1, t The negotiable cargo document shall be issued when the goods are taken in charge by the transport operator. If so agreed between the transport operator and the consignor, the transport operator may also issue a negotiable cargo document at a later stage provided that a transport document exists that indicates that it has been issued at the time when the goods have been taken in charge: […]

transport operator and the consignor, the transport operator may also issue a negotiable cargo document at a later stage provided that a transport document exists that indicates that it has been issued at the time when the goods have been taken in charge: […] Justification: We propose to better highlight that an NCD can be issued at a later stage (after taking in charge of the goods) only if the taking in charge of the goods is proved by a transport document (including one that has been cancelled).

5. The transport operator who issues a negotiable cargo document shall not request the issuance of a negotiable transport document that includes the elementsA/CN.9/1214

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described in article 2, paragraph 5, in respect of the goods to which the negotiable cargo document relates.

Justification: The term “negotiable transport document” is not defined in Article 2.

It is therefore proposed to paraphrase the document we mean by making reference to the definition of the NCD. As the definition in Article 2 (5) is fairly generic an alternative option could be to say: “The transport operator that issues a negotiable cargo document under this Convention shall not request the issuance of a negotiable cargo document in respect...” It would then be more difficult though to distinguish the two documents.

Article 4. Contents of the negotiable cargo document

2. The negotiable cargo document may further indicate:

(a) The date or the period of delivery of the goods at the place of delivery , if expressly agreed upon between the consignor and the transport operator ; Justification: It is proposed to delete the “if” clause for several reasons. First, it is not clear whether it relates to an agreement on the delivery period or on the inclusion of the delivery period in the NCD. Second, the term “expressly” could lead to disputes whether or not the entry of a delivery period is valid. In our view, the items described in paragraph 1 are covered by the obligation to issue an NC