国际货物销售所有权转移适用法律公约（１９５８年）

（①本公约尚未生效，以下国家已向荷兰政府交存批准书：意大利 １９６１年３月２４日 以下国家已签署本公约：希腊 ②本公约英译本见《美国比较法》第５卷。６５０—６５３页，１９５６年１０月。）

本公约各签字国，
愿就国际货物销售所有权转移的适用法律制定共同规定，
决定为此缔结一项公约并商定如下条款：
第一条
本公约适用于国际间的货物销售。
本公约不适用于证券的销售，船舶或已注册船只或飞机的销售，根据司法令状或因强制执行的销售。本公约适用于凭单据进行的销售。
在本公约适用范围内，如果承担交货义务的一方要提供为制造或生产所必需的原材料。则交付待制造或生产的货物的合同视同于销售合同。
仅凭当事人有关法律适用或某法官、仲裁员管辖权的声明不足以使某一销售具有本条第一段所说的国际性质。
第二条
管辖销售合同的法律确定当事人之间的下列事项：
（１）卖方对已售产品及货物的孽生物拥有所有权的时间，
（２）卖方承担与已售货物有关的风险的时间，
（３）卖方有权取得与已售货物有关的损害赔偿金的时间，
（４）卖方保留货物所有权条款的有效性。
第三条
以下规定从属于第四条与第五条的规定：
所售货物所有权向买方的转移与一切非销售合同当事人的关系受就货物提出请求权之时货物所在国的国内法管辖。
然而，买方保有所售货物先前所在地国之一的国家国内法已承认属于他的权利。再者，对于由单据代表所售货物时发生的凭单据销售，买方保有其收到单据所在国家国内法已承认属于他的权利。
第四条
未获支付的卖方是否能向买方的债权人主张对于已售货物的权利，例如留置权、占有权或所有权，特别是通过解除合同的诉讼或根据保留所有权的条款，受对该货物第一次提出主张或扣押之时货物所在地国的国内法律管辖。
如凭单据销售，且单据代表已售货物，未获支付的卖方对该货物的权利能否向买方的债权人主张，受对该货物第一次提出主张或扣押之时单据所在地国的国内法律管辖。
第五条
买方能够对主张所售货物所有权或其他物权的第三人主张的权利，受上述请求提出之时货物所在地国的国内法律管辖。
然而，买方保有其对所售货物处于占有地位之时，该货物所在地国的国内法律已承认属于他的任何权利。
对于凭代表所售货物的单据进行的销售，买方保有其收到单据所在地国的国内法律已承认属于他的权利，但该权利受货物所在地国的国内法赋予日前对货物处于占有地位的第三人的权利的限制。
第六条
除去为适用前条第二段、第三段的规定，在同一国领土过境的已售货物，或在本国领土之外的已售货物，发货地国被视为货物所在地国。
第七条
每一缔约国可以公共政策（公共秩序）为由排除本公约所确定的法律的适用。
第八条
各缔约国同意将本公约第一条至第七条的规定纳入各自国家的国内法。
第九条
本公约不影响缔约国已缔结或将来可能缔结的关于在某一公约成员国内宣告的破产的承认和效力。
第十条
在签署、批准或加入本公约时，各缔约国可保留下列权力：
（ａ）将第三条的适用范围限制在买方对卖方之债权人的权利，并以“主张或扣押之时”的文字代替“提出主张之时”的文字；
（ｂ）不适用第五条的规定。
第十一条
本公约对第八届海牙国际私法会议设有代表的国家开放签字。
本公约须经批准，批准书交存于荷兰外交部。
应对每一批准书的交存进行官方记录，并将核证无误的副本通过外交途径送交每一签字国。
第十二条
本公约应在依照第十一条第二段规定交存第五件批准书后的第六十天生效。
对于此后批准本公约的各签字国，本公约应在该国交存批准书之日后的第六十天生效。
第十三条
本公约适用于各缔约国本国的领土，不需任何其它程序。
如果某一缔约国希望本公约延伸适用于它的一切其他领土，或它负责其国际关系的其他领土，该缔约国应以文件形式将此意愿做出通知，该通知书交存于荷兰外交部。荷兰外交部通过外交途径将核证无误的副本分送每一缔约国。本公约应于交存上述通知书之日后的第六十天对所述领土生效。
不言而喻，本条第二段规定的通知应在本公约按第十二条第一段的规定生效后方始生效。
第十四条
任何在第八届海牙国际私法会议未设代表的国家均可加入本公约。欲加入本公约的国家应将其意愿以文件形式发出通知，通知书交存于荷兰外交部。荷兰外交部通过外交途径将核证无误的副本分送每一缔约国。本公约应在交存加入书之日后的第六十天对该加入国生效。
不言而喻，在本公约按第十二条第一段生效后方可交存加入书。
第十五条
本公约有效期为五年，自本公约第十二条第一段指明的日期起算。对此后批准或加入本公约的国家，有效期亦从该日始。
若未宣告废止，本公约应每五年自动展期一次。
宣告废止必须在期满前至少六个月通知荷兰外交部。荷兰外交部应将此通知其他所有缔约国。
废止可限于按第十三条第二段作出的通知中指明的领土或某些领土。
废止仅对作出废止通知的国家有效力。本公约对其他缔约国继续有效。
兹证明下列经正式授权的签字人已在本公约上签字。
１９５８年４月１５日订于海牙，正本一份，保存于荷兰政府档案馆，核证无误的副本将通过外交途径分送第八届海牙国际私法会议设有代表的每一个国家和此后加入的国家。




CONVENTION ON THE LAW APPLICABLE TO THE TRANSFER OF TITLE ININTERNATIONAL SALES OF GOODS1
(Done at The Hague, 15 April 1958)

注：1 The Convention has not entered into force.

The following State has deposited its ratification with the Government
of the Netherlands: Italy--24 March 1961.
2 Translation in American Journal of Comparative Law, vol. 5, 650-653,
October 1956.
The States signatory to the present Convention;
Desiring to establish common provisions concerning the
law applicable to the transfer of title in international sales of
goods;
Have resolved to conclude a Convention for this purpose
and have agreed to the following provisions:
Article 1
The present Convention applies to international sales of
goods. It does not apply to sales of securities, to sales of ships
or of registered boats or aircraft, to sales upon judicial order or
by way of execution. If applies to sales based on documents.
For the purposes of application hereof, contracts to deliver
goods to be manufactured or produced are assimilated to sales,
if the party who assumes delivery is to furnish the necessary raw
materials for the manufacture or production.
The mere declaration of the parties, relative to the application
of a law or the jurisdiction of a judge or arbitrator, is not
sufficient to confer upon a sale international character in the sense
of the first paragraph of this article.

Article 2
The law governing the contract of sale determines as between
the parties:
(1) the time to which the seller is entitled to the products
and fruits of the goods sold,
(2) the time to which the seller bears the risks relating to
the goods sold,
(3) the time to which the seller is entitled to damages relating
to the goods sold,
(4) the validity of clauses reserving title to the goods in
the seller.

Article 3
Subject to the provisions of Sections 4 and 5:
The transfer to the buyer of title to the goods sold with respect
to all persons other than the parties to the contract of sale
is governed by the internal law of the country where the goods
were located at the time when a claim was made concerning them.
The buyer, however, retains a title which has been recognized
as belonging to him by the internal law of the countries where
the goods sold were previously located. Moreover, in the case
of a sale based on documents where the documents represent the
goods sold, the buyer retains a title which has been recognized
as belonging to him by the internal law of the country where he
received the documents.
Article 4
Whether the rights of an unpaid seller in the goods sold can
be asserted against the creditors of the buyer, such as liens and
the right to possession or ownership, particularly through an
action of rescission or a clause of reservation of title, is governed
by the internal law of the country where the goods sold were
located at the time of the first claim or attachment concerning
such goods.
In case of a sale based on documents where the documents
represent the goods sold, whether the rights of an unpaid seller
to such goods can be asserted against the creditors of the buyer
is governed by the internal law of the country where the documents
are located at the time when the first claim or attachment
concerning them occurs.

Article 5
The rights which a buyer can assert against third persons who
claim title or another real right in the goods sold are governed by
the internal law of the country where the goods were located at
the time of such claim.
The buyer, however, retains any rights which have been
recognized as belonging to him by the internal law of the country
where the goods sold were located at the time when he was put
in possession.
In the case of a sale based on documents where the documents of
represent the goods sold, the buyer retains the rights which
have been recognized as belonging to him by the internal law of
the country where he received the documents, subject to the
rights granted by the internal law of the country where the goods
are located to third persons who are presently in possession of
said goods.

Article 6
Except for the application of paragraphs 2 and 3 of the
preceding article, goods sold which are in transit in the territory
of a country, or outside the territory of the State, are considered
to be located in the country from which they were sent.
Article 7
In each of the contracting States, the application of the law
determined by the present Convention may be excluded on a
ground of public policy (ordre public).

Article 8
The contracting States have agreed to incorporate the provisions
of articles 1-7 of the present Convention in the national
law of their respective countries.
Article 9
The present Convention does not affect Conventions concluded
or which may be concluded by the contracting States
concerning the recognition and the effects of a bankruptcy declared
in one of the States a party to such a Convention.

Article 10
At the time of the signature or ratification of the present
Convention or a the time of adhesion, the contracting States
may reserve the faculty:
(a) to restrict the application of article 3 to the rights of
the buyer as against creditors of the seller, as well as to replace
the words "at the time when a claim was made" by the words
"at the time of a claim or an attachment";
(b) not to apply the provisions of article 5.

Article 11
The present Convention is open for the signature of the
States represented at the Eighth Session of The Hague Conference
on Private International Law.
It shall be ratified and the instruments of ratification shall
be deposited with the Ministry of Foreign Affairs of The Netherlands.
A proces-verbal shall be made of every deposit of instruments
of ratification, a duly certified copy whereof shall be transmitted,
by diplomatic channels, to each of the signatory States.

Article 12
The present Convention shall enter into effect on the sixtieth
day from the deposit of the fifth instrument of ratification
contemplated by article 11, paragraph 2.
As respects each signatory State, subsequently ratifying the
Convention, it shall enter into effect on the sixtieth day from the
date of the deposit of its instrument of ratification.
Article 13
The present Convention applies as of course to the metropolitan
territories of the contracting States.
If a contracting State desires extension hereof to all its other
territories, or to those of its other territories for the international
relations of which it provides, it shall notify its intention to such
effect by a document which shall be deposited with the Ministry
of Foreign Affairs of the Netherlands. The latter shall transmit
by diplomatic channels a duly certified, copy thereof to each
of the contracting States. The present Convention shall enter
into effect for such territories on the sixtieth day after the date
of the deposit of the act of notification above mentioned.
It is understood that the notification contemplated by paragraph
2 of the present article shall have effect only after the coming
into force of the present Convention, pursuant to article 12,
first paragraph.

Article 14
Any State not represented at the Eighth Session of The
Hague Conference on Private International Law may adhere to
the present Convention. A State desiring to adhere shall notify
its intention by a document which shall be deposited with the
Ministry of Foreign Affairs of the Netherlands. The latter shall
transmit by diplomatic channels a duly certified copy to each of
the contracting States. The Convention shall enter into force
for the adhering State on the sixtieth day after the date of the
deposit of the act of adhesion.
It is understood that the deposit of the act of adhesion shall
take effect only after the coming into force of the present Convention,
pursuant to article 12, paragraph 1.
Article 15
The present Convention shall have a duration of five years
starting from the date indicated in article 12, first paragraph, of
the present Convention. This period shall commence to run
from such date, even for States which shall have ratified it or
adhered hereto subsequently.
The Convention shall be renewed tacitly every five years, in
the absence of denunciation.
A denunciation must be notified, at least six months before
the expiration of the period, to the Ministry of Foreign Affairs
of The Netherlands, which shall give notice thereof to all the other
contracting States.
The denunciation may be limited to the territories, or to
certain of the territories, indicated in a notification made pursuant
to article 13, paragraph 2.
The denunciation shall have effect only as respects the State
which shall have given notice thereof. The Convention shall
remain in effect for the other contracting States.
IN WITNESS WHEREOF, the undersigned, duly authorized,
have signed the present Convention.

DONE at The Hague, the 15 April 1958, in a single copy,
which shall be deposited in the archives of the Government of
The Netherlands, and of which a duly certified copy shall be transmitted,
by diplomatic channels, to each of the States represented
at the Eighth Session of The Hague Conference on Private International
Law, as well as to States adhering subsequently.