英国1979年货物买卖法中英文对照版(共27页).docx

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1、精选优质文档-倾情为你奉上SALE OF GOODS ACT 1979 England英国货物买卖法1. Omitted（第一编本法所适用之合同已省略）2. Contract of sale买卖合同(1) A contract of sale of goods is a contract by which the seller transfers or agrees to transfer the property in goods to the buyer for a money consideration, called the price.买卖合同是买方提供货币约因或称为价格，而卖方转移

2、或同意转移货物所有权的一种合同。 (2) There may be a contract of sale between one part owner and another.买卖合同的双方可以是财产的部分所有人与另一部分所有人。 (3) A contract of sale may be absolute or conditional.买卖合同分无条件买卖合同与附条件买卖合同。 (4) Where under a contract of sale the property in the goods is transferred from the seller to the buyer the

3、 contract is called a sale.买卖合同中，货物所有权从卖方转移至买方，这样的合同称为买卖协议。 (5) Where under a contract of sale the transfer of the property in the goods is to take place at a future time or subject to some condition later to be fulfilled the contract is called an agreement to sell.买卖合同中，如果货物所有权的转移在将来的某个时间发生、或在以后须附有

4、某种条件才可以完成，则这样的合同称为出售协定。 (6) An agreement to sell becomes a sale when the time elapses or the conditions are fulfilled subject to which the property in the goods is to be transferred.当规定的时间已经消逝或附加的条件成就时，且在货物所有权即时转移的情形下，出售协定转变为买卖协议。 3. Capacity to buy and sell买卖能力(1) Capacity to buy and sell is regula

5、ted by the general law concerning capacity to contract and to transfer and acquire property.买卖能力以有关订立合同的能力以及转移或取得所有权的能力之一般规定为准。 (2) Where necessaries are sold and delivered to a minor or a person who by reason of mental incapacity or drunkenness is incompetent to contract, he must pay a reasonable p

6、rice for them.将必需品出售并交付给未成年人、智力残疾或醉酒而不能胜任订立合同之人，买方须支付合理的价格。 (3) In subsection (2) above necessaries means goods suitable to the condition in life of the minor or other person concerned and to his actual requirements at the time of the sale and delivery.Formalities of Contract上述第（2）款中“必需品”指适用于未成年人或其他

7、有关人员日常生活条件的货物，以及在出售及交付时上述人员实际需要的东西。 4. How contract of sale is made买卖合同如何达成(1) Subject to this and any other Act, a contract of sale may be made in writing (either with or without seal), or by word of mouth, or partly in writing and partly by word of mouth, or may be implied from the conduct of the

8、parties.依据本法及其他任何法律，买卖合同的形式可依书面形式（需不需要签章均可），也可依口头形式，或部分书面形式部分口头形式，也可从当事人的行为中推断。 (2) Nothing in this section affects the law relating to corporations本条中的任何规定与有关法人的法律均无关系。 5. Existing or future goods现货或期货(1) The goods which form the subject of a contract of sale may be either existing goods, owned or

9、possessed by the seller, or goods to be manufactured or acquired by him after the making of the contract of sale, in this Act called future goods.成为买卖合同标的的货物既可以是卖方所有或持有的现货，也可是买卖合同达成后卖方生产或取得的货物，本法称之为期货。 (2) There may be a contract for the sale of goods the acquisition of which by the seller depends o

10、n a contingency which may or may not happen.期货买卖合同的卖方能否取得货物，取决于特定的事件是否发生。 (3) Where by a contract of sale the seller purports to effect a present sale of future goods, the contract operates as an agreement to sell the goods.依照买卖合同，如果卖方意在实现期货的当前买卖，该合同仍按照货物出售协定实行。 6. Goods which have perished已灭失物Where

11、 there is a contract for the sale of specific goods, and the goods without the knowledge of the seller have perished at the time when the contract is made, the contract is void.特定物买卖合同中，如在合同订立时卖方并不知道该货物已经灭失，则该合同无效。 7. Goods perishing before sale but after agreement to sell出售协定达成后、买卖协议订立前灭失的货物 Where

12、there is an agreement to sell specific goods and subsequently the goods, without any fault on the part of the seller or buyer perish before the risk passes to the buyer, the agreement is avoided.已有特定物出售协定，但如果特定物随后在其风险尚未被移转至买方之前灭失，且买卖双方又均无过错的，协议无效。 The Price价格8. Ascertainment of price价格的确定(1) The pri

13、ce in a contract of sale may be fixed by the contract, or may be left to be fixed in a manner agreed by the contract, or may be determined by the course of dealing between the parties.买卖合同中的价格可由合同确定，也可留给合同所认同的其他方式确定，或者还可以由双方当事人在交易过程中来确定。 (2) Where the price is not determined as mentioned in sub-sect

14、ion (1) above the buyer must pay a reasonable price.如果价格并未依上述第(1)款得到确定，则买方必须支付合理的价格。 (3) What is a reasonable price is a question of fact dependent on the circumstances of each particular case.合理价格是依特定案件中的具体情况而定的一个事实问题。 9. Agreement to sell at valuation以估价方式出售的协议(1) Where there is an agreement to se

15、ll goods on the terms that the price is to be fixed by the valuation of a third party, and he cannot or does not make the valuation, the agreement is avoided; but if the goods or any part of them have been delivered to and appropriated by the buyer he must pay a reasonable price for them.当出售货物的协定中约定

16、价格依第三方估价确定，而第三方不能或作不出估价时，该协议无效；但是如果全部货物或一部分货物已交付给买方并被买方占用时，买方必须为这些货物支付合理的价格。 (2) Where the third party is prevented from making the valuation by the fault of the seller or buyer, the party not at fault may maintain an action for damages against the party at fault.当第三方由于买方或卖方的过错而被阻止不能做出估价时，无过错方可提出诉讼向

17、有过错方主张损害赔偿。 Conditions and warranties默示条款等10. Stipulations about time关于时间的规定(1) Unless a different intention appears from the terms of the contract, stipulations as to time of payment are not of the essence of a contract of sale.付款时间的规定不构成买卖合同的要件，除非合同条款中表示了相反的意思。 (2) Whether any other stipulation as

18、 to time is or is not of the essence of the contract depends on the terms of the contract.（除付款时间规定外的）其它时间规定是否构成合同的要件，取决于合同的条款。 (3) In a contract of sale “month” prima facie means calendar month.买卖合同中的“月”按表面意思为日历中的一个月。 11. When condition to be treated as warranty条件条款被视为担保条款(1) Subsections (2) to (4)

19、and (7) below do not apply to Scotland and subsection (5) below applies only to Scotland.本条规定不适用于苏格兰。(2) Where a contract of sale is subject to a condition to be fulfilled by the seller the buyer may waive the condition, or may elect to treat the breach of the condition as a breach of warranty and n

20、ot as a ground for treating the contract as repudiated.在买卖合同从属于卖方成就某一合同条件时，买方可以放弃这一合同条件，也可决定将违反合同条件条款视为违反合同担保条款，而不将之视为拒绝履行合同义务的理由。 (3) Whether a stipulation in a contract of sale is a condition, the breach of which may give rise to a right to treat the contract as repudiated, or a warranty, the brea

21、ch of which may give rise to a claim for damages but not a right to reject the goods and treat the contract as repudiated, depends in each case on the construction of the contract; and a stipulation may be a condition, although called a warranty in the contract.无论买卖合同的规定是条件条款（违之将导致拒绝履行合同），还是担保条款（违之将

22、导致向对方主张损害赔偿，但无权拒收货物，并视对方拒绝履行合同义务），在具体案例中要根据对合同的解释做出判断是条件条款还是担保条款；某一规定可能是条件条款，尽管它在合同中被称作担保条款。 (4) Where a contract of sale is not severable and the buyer has accepted the goods or part of them, the breach of a condition to be fulfilled by the seller can only be treated as a breach of warranty, and no

23、t as a ground for rejecting the goods and treating the contract as repudiated, unless there is an express or implied term of the contract to that effect.依下列35A条不可分开的买卖合同，如果买方已经接受全部或部分货物，卖方违反应由其成就的条件条款只能被视为违反了担保条款，不得将之作为拒绝货物的理由而否认合同有效，除非另有明示或默示的合同条款对此做出了规定。 (5) In Scotland, failure by the seller to p

24、erform any material part of a contract of sale is a breach of contract, which entitles the buyer either within a reasonable time after delivery to reject the goods and treat the contract as repudiated, or to retain the goods and treat the failure to perform such material part as a breach which may g

25、ive rise to a claim for compensation or damages.(6) Nothing in this section affects a condition or warranty whose fulfilment is excused by law by reason of impossibility or otherwise.本条中任何规定不影响法律免除的、由于合同的履行不能或其它原因所导致的条件条款或担保条款的成就不能。 12. Implied terms about title, etc. 所有权默示条款等(1) In a contract of sa

26、le, other than one to which subsection (3) below applies, there is an implied condition on the part of the seller that in the case of a sale he has the right to sell the goods, and in the case of an agreement to sell he will have such a right at the time when the property is to pass.在买卖合同中，除下面第（3）款适

27、用的一种合同之外，货物交易时的卖方承担一项默示条款，卖方须拥有销售货物的权利，同样，在出售协定中，卖方在所有权转让时须拥有（出售货物）这项权利。 (2) In a contract of sale, other than one to which subsection (3) below applies, there is also an implied warranty that-在买卖合同中，除下面第（3）款适用的一种合同之外，还包含一项默示条款 (a) the goods are free, and will remain free until the time when the pro

28、perty is to pass, from any charge or encumbrance not disclosed or known to the buyer before the contract is made, and货物在直到所有权转移之前，不应设定且一直不应设定任何在订约前未向买方披露或买方不知情的担保或负担。 (b) the buyer will enjoy quiet possession of the goods except so far as it may be disturbed by the owner or other person entitled to

29、the benefit of any charge or encumbrance so disclosed or known.买方应能安稳地占有货物，除非受到所有人或其他已披露或已知的任何担保或负担权益人妨碍。 (3) This subsection applies to a contract of sale in the case of which there appears from the contract or is to be inferred from its circumstances an intention that the seller should transfer on

30、ly such title as he or a third person may have.本款适用于从合同能够看出、或根据合同的情况可以推断出卖方会只转移他或第三人拥有的所有权这一意思的买卖合同。 (4) In a contract to which subsection (3) above applies there is an implied warranty that all charges or encumbrances known to the seller and not known to the buyer have been disclosed to the buyer b

31、efore the contract is made.上述第（3）款所适用的合同中，有这样的一项默示条款，即所有人知晓的而不为买方所知的全部担保或负担在合同订立之前已经披露给了买方。 (5) In a contract to which subsection (3) above applies there is also an implied warranty that none of the following will disturb the buyers quiet possession of the goods, namely-上述第（3）款所适用的合同中，还有这样的一项默示条款，即下

32、列三者均不会妨碍买方安稳地占有货物，这三者是： (a) the seller卖方；(b) in a case where the parties to the contract intend that the seller should transfer only such title as a third person may have, that person合同的当事人认为卖方应当只转移第三人应拥有的所有权，这时的第三人。 (c) anyone claiming through or under the seller or that third person otherwise than

33、 under a charge or encumbrance disclosed or known to the buyer before the contract is made.任何通过卖方或从卖方处主张权利之人，或其他非在合同订立之前已经披露给了买方或为买方知晓的担保或负担之第三人。 13. Sale by description凭说明进行的货物买卖(1) Where there is a contract for the sale of goods by description, there is an implied condition that the goods will cor

34、respond with the description.在凭说明进行的货物买卖中，包含有这样一项默示条件即货物应与说明相符。 (2) If the sale is by sample as well as by description it is not sufficient that the bulk of the goods corresponds with the sample if the goods do not also correspond with the description.在既凭样品又凭说明进行的货物买卖中，如果货物和说明不相符，则整批货物与样品也不构成充分相符。 (

35、3) A sale of goods is not prevented from being a sale by description by reason only that, being exposed for sale or hire, they are selected by the buyer.货物的买卖可以是凭说明进行的货物买卖，因为对于将要销售或租赁的货物而言，买方可以选择以何种方式购买它们。 14. Implied terms about quality or fitness品质及适用性默示条款(1) Except as provided by this section and

36、 section 15 below and subject to any other enactment, there is no implied condition or warranty about the quality or fitness for any particular purpose of goods supplied under a contract of sale.除本条及以下第15条规定，以及依据其他规定外，再无其它关于品质或适用性默示条款，以满足本买卖合同下货物之特殊目的。 (2) Where the seller sells goods in the course

37、of a business, there is an implied condition that the goods supplied under the contract are of merchantable quality, except that there is no such condition-卖方在商业经营过程中出售货物的，包含有这样一项默示要件即在合同下提供的货物须具有令人满意的品质。 (a) as regards defects specifically drawn to the buyers attention before the contract is made-

38、or合同订立前特别引起买方注意的， (b) if the buyer examines the goods before the contract is made, as regards defects which that examination ought to reveal.合同订立前买方检验货物，且检验时应该暴露的，或 (3) Where the seller sells goods in the course of a business and the buyer, expressly or by implication, makes known-卖方在商业经营过程中出售货物，买方通

39、过明示或默示方式，使下列人士知晓 (a) to the seller, or卖方，或 (b) where the purchase price or part of it is payable by instalments and the goods were previously sold by a credit-broker to the seller, to that credit-broker any particular purpose for which the goods are being bought, there is an implied condition that t

40、he goods supplied under the contract are reasonably fit for that purpose, whether or not that is a purpose for which such goods are commonly supplied, except where the circumstances show that the buyer does not rely, or that it is unreasonable for him to rely, on the skill or judgement of the seller

41、 or credit-broker.货物购买价款属于分期付款方式、及货物先前由信用经纪人出售给卖方，这时的信用经纪人。无论购买货物是否有任何特定目的，均包含一项默示条款，即按照合同所供给的货物合理地适用于这一目的的，不管其是否适合于通常提供该种货物的目的，除非有情形表明买方并不依赖于卖方或信用经纪人的技术或判断，或者买方对卖方或信用经纪人的技能或判断产生依赖是不合理的。 (4) An implied condition or warranty about quality or fitness for a particular purpose may be annexed to a contra

42、ct of sale by usage.关于特定目的之品质或用性的默示条款可依惯例附加于买卖合同之中。 (5) The preceding provisions of this section apply to a sale by a person who in the course of a business is acting as agent for another as they apply to a sale by a principal in the course of a business, except where that other is not selling in th

43、e course of a business and either the buyer knows that fact or reasonable steps are taken to bring it to the notice of the buyer before the contract is made.在商业经营过程中，代理他人所达成的买卖协议、本人所达成的买卖协议，共同适用上述规定。除非另一方不是在商业经营过程中进行销售，或者在合同订立之前，买方知道了事实，或已经采取合理步骤提醒买方注意到了该事实。 (6) Goods of any kind are of merchantable

44、 quality within the meaning of subsection (2) above if they are as fit for the purpose or purposes for which goods of that kind are commonly bought as it is reasonable to expect having regard to any description applied to them, the price (if relevant) and all the other relevant circumstances. Sale b

45、y sample凭样品买卖合同15. Sale by sample凭样品买卖(1) A contract of sale is a contract for sale by sample where there is an express or implied term to that effect in the contract.当买卖合同包含与样品相关明示或默示的条款时，它即是凭样品买卖合同。 (2) In the case of a contract for sale by sample there is an implied condition-凭样品买卖合同中，包含有这样一项默示条款

46、 (a) that the bulk will correspond with the sample in quality;卖方所交付的整批货物会与样品品质相符。 (b) that the buyer will have a reasonable opportunity of comparing the bulk with the sample买方应有合理的机会将整批货物样品进行比较。 (c) that the goods will be free from any defect, rendering them unmerchantable, which would not be appare

47、nt on reasonable examination of the sample.货物不应存在使其品质不能令人满意的瑕疵，即在对样品的合理检验中不应有明显的瑕疵。 (3) In subsection (2)(c) above unmerchantable is to be construed in accordance with section 14(6) above.在英格兰，威尔士以及北爱尔兰，上述第(2)款默示的条款是条件条款。 Transfer of Property as between seller and buyer买卖方之间所有权的转移 16. Goods must be

48、ascertained货物必须确定Where there is a contract for the sale of unascertained goods no property in the goods is transferred to the buyer unless and until the goods are ascertained.依下列第20A条，货物未经确定的买卖合同中，货物在直至被确定前，其所有权不转移给买方。 17. Property passes when intended to pass意图转让时的所有权转移(1) Where there is a contract for the sale of specific or ascertained goods the property in them is transferred to the buyer at such time as the parties to the contract intend it