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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 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 regulated 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 price 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 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 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 on 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 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 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 price 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- section (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 sell 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 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 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) 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 not 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 breach 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
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 not 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 perform 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 give 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 sale, 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 property 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 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
only 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 before 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 buyer’s 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 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 correspond 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。

(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 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 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 buyer’s attention before the contract is
made- 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 the 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 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< br>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 contract 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 the 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 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 by 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

(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 apparent 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 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 to be
transferred.
特定物买卖合同或是确定的货物买卖合同中， 货物所有权转移给买方的时间按合同当事
人在合同中表达的意图确定。

(2) For the purpose of ascertaining the intention of the parties regard shall be had to the
terms of the contract, the conduct of the parties and the circumstances of the case.
关于合同双方当事人的意图，应该 根据合同条款、合同双方当事人行为以及案件具体情
况等确定。

18. Rules for ascertaining intention明确意图之规则
Unless a different intention appears, the following are rules for ascertaining the intention of
the parties as to the time at which the property in the goods is to pass to the buyer.
除非有相反的意思出现，下列规则用来确定货物所有权转移给买方时双方当事人的意图。

Rule 1规则1
Where there is an unconditional contract for the sale of specific goods in a deliverable state
the property in the goods passes to the buyer when the contract is made, and it is immaterial
whether the time of payment or the time of delivery, or both, be postponed. 凡属无条件的特定物买卖合同，如果该物已处于可交付状态，则货物所有权于合同订立
时转移，而不 问付款日期或交付日期（或二者兼有）是否延迟。

Rule 2规则2.
Where there is a contract for the sale of specific goods and the seller is bound to do
something to the goods for the purpose of putting them into a deliverable state, the property
does not pass until the thing is done and the buyer has notice that it has been done. 凡属特定物买卖合同，如果卖方须完成某些行为才能使货物于可交付状态，则货物的所
有权在这些行 为完成之后且买方已经知晓的情形下才能转移给买方。

Rule 3规则3.
Where there is a contract for the sale of specific goods in a deliverable state but the seller is
bound to weigh, measure, test or do some other act or thing with reference to the goods for the
purpose of ascertaining the price, the property does not pass until the act or thing is done and
the buyer has notice that it has been done.
凡属特定物买卖合同，如果该物已处于可交付状态，但是卖方必定要针 对货物去称重、
测量、检验、或者完成其它一些涉及货物的行为才能确定货物价格时，货物所有权直到这 些
行为或事情完成之后并被买方注意到时才转移。

Rule 4规则4.
When goods are delivered to the buyer on approval or on sale or return or other similar
terms the property in the goods passes to the buyer:
当货物以试验买卖、余货退回或其他类似条款将货物交付买方时，货物所有权转移至买
方：

(a) when he signifies his approval or acceptance to the seller or does any other act adopting
the transaction;
买方向卖方表明认可或接受交易，或以其他方式确认这项交易时，货物有权转移给买方。

(b) if he does not signify his approval or acceptance to the seller but retains the goods
without giving notice of rejection, then, if a time has been fixed for the return of the goods on
the expiration of that time, and if no time has been fixed, on the expiration of a reasonable time.
如果买方没有向卖方表示认可或接受该项货物，但他保留了货物并没有发出退货通知，如果合同规定有固定的退货期限，且期限届满，或者，在合同没有规定退货期限，但经过了
一段合理 时间。

Rule 5规则5
(1) Where there is a contract for the sale of unascertained or future goods by description,
and goods of that description and in a deliverable state are unconditionally appropriated to the
contract, either by the seller with the assent of the buyer or by the buyer with the assent of the
seller, the property in the goods then passes to the buyer; and the assent may be express or
implied, and may be given either before or after the appropriation is made.
凡属货物未经确定的买卖合同 或凭说明进行的期货买卖合同，如果该物已处于可交付状
态，货物被买方无条件划拨合同项下时，货物所 有权转移给买方，这种划拨行为可以由卖方
征得买方同意完成，也可以由买方征得卖方同意完成。同意可 以是明示的，也可是默示的，
同意的作出既可在划拨作出之前或也可在划拨之后。

(2) Where, in pursuance of the contract, the seller delivers the goods to the buyer or to a
carrier or other bailee or custodier (whether named by the buyer or not) for the purpose of
transmission to the buyer, and does not reserve the right of disposal, he is to be taken to have
unconditionally appropriated the goods to the contract.
根据合同，卖方将货物交付至买方或出于转 送目的将货物交付承运人或其他受托人或保
管人（无论是否由买方指定），在卖方不保留处分权时，可认 为卖方无条件地将货物划拨合
同项下。
19. Reservation of right of disposal保留处分权
(1) Where there is a contract for the sale of specific goods or where goods are subsequently
appropriated to the contract, the seller may, by the terms of the contract or appropriation,
reserve the right of disposal of the goods until certain conditions are fulfilled; and in such a case,
notwithstanding the delivery of the goods to the buyer, or to the carrier or other bailee or
custodier for the purpose of transmission to the buyer, the property in the goods does not pass
to the buyer until the conditions imposed by the seller are fulfilled.
特定物买卖合同中或货物被划拨合同项下时，卖方可以依据合同或划拨条款，将 货物的
处分权一直保留直到特定条件成就；在这种情形下，尽管货物已交付至买方，或出于转送买
方的目的而将货物交付承运人或其他受托人或保管人，在由卖方施加的条件成就之前，货物
所有权并不 转移至买方。

(2) Where goods are shipped and by the bill of lading the goods are deliverable to the order
of the seller or his agent, the seller is prima facie to be taken to reserve the right of disposal.
货物已装船，货物处于提单持有人即卖方或其代理人指令交付 时，则初步认为卖方保留
有货物处分权。

(3) Where the seller of goods draws on the buyer for the price and transmits the bill of
exchange and bill of lading to the buyer together to secure acceptance or payment of the bill of
exchange, the buyer is bound to return the bill of lading if he does not honour the bill of
exchange, and if he wrongfully retains the bill of lading the property in the goods does not pass
to him.
货物的卖方向买 方开出支取价款的汇票，将汇票及提单向买方转移以确保其承兑或支付
汇票时，如果买方拒绝承兑汇票， 则其有义务返还提单，假如买方不当地保留提单，货物所
有权不因此转移至买方。

20. Risk prima facie passes with property风险转移
(1) Unless otherwise agreed, the goods remain at the seller’s risk until the property in them
is transferred to the buyer, but when the property in them is transferred to the buyer the goods
are at the buyer’s risk whether delivery has been made or not.
除非另有协议，货物的风险直到货物所有权转移至买方 才从卖方转移至买方；但如果货
物所有权转移至买方时，不论交付行为是否作出，风险均转移至买方。

(2) But where delivery has been delayed through the fault of either buyer or seller the goods
are at the risk of the party at fault as regards any loss which might not have occurred but for such
fault.

但如果因为合同当事 人一方的过错而导致了交货的延迟，因过错而引起任何损失的一方
应承担由此带来的风险。

(3) Nothing in this section affects the duties or liabilities of either seller or buyer as a bailee
or custodier of the goods of the other party.
本条之规定不影响买卖双方作为另一方之受托人或保管人的义务或责任。

Transfer of title所有权的转移
21. Sale by person not the owner非货物所有人的买卖
(1) Subject to this Act where goods are sold by a person who is not their owner and who
does not sell them under the authority or with the consent of the owner, the buyer acquires no
better title to the goods than the seller had, unless the owner of the goods is by his conduct
precluded from denying the seller’s authority to sell.
依照本法，货物买卖中，如果卖方不是货 物的所有人，也未得到所有人的授权或同意而
出售货物时，买方所取得的权利不能超过卖方原来所拥有的 权利，除非所有人通过其行为表
明他不否认卖方有出售该货物的权利。

(2) Nothing in this Act affects本法中任何规定不影响
(a) the provisions of the Factors Acts or any enactment enabling the apparent owner of
goods to dispose of them as if he were their true owner;
《代销商法》中的规定或其它使货物表见所有人可以像货物真正所有人一样处理货物的
任何规定 。

(b) the validity of any contract of sale under any special common law or statutory power of
sale or under the order of a court of competent jurisdiction.
任何特别的普通法或法定出卖权下或享有合法管辖权法院命令下任一买卖合同的有效
性。

22. 略

23. Sale under voidable title可撤销所有权下的买卖
When the seller of goods has a voidable title to them, but his title has not been avoided at
the time of the sale, the buyer acquires a good title to the goods, provided he buys them in good
faith and without notice of the seller’s defect of title.
如果卖方对货物的所有权可被撤销， 但卖方在所有权被撤销之前将货物出售，只要买方
不知道卖方权利的瑕疵，并且是出于善意而购买，就可 取得货物完好的所有权。

24. Seller in possession after sale出售后占有货物的卖方
Where a person having sold goods continues or is in possession of the goods, or of the
documents of title to the goods, the delivery or transfer by that person, or by a mercantile agent
acting for him, of the goods or documents of title under any sale, pledge, or other disposition
thereof, to any person receiving the same in good faith and without notice of the previous sale,
has the same effect as if the person making the delivery or transfer were expressly authorised by
the owner of the goods to make the same.

如果卖方将货物出售后继续占有货物或货物所有权凭证、并由其或其商务代理 人将货物
或货物所有权凭证以任何出卖、质押或其它方式处分并交付或转移给买方之外的第三人，只要该第三人是善意的，并对前一交易行为不知情，则卖方或其商务代理人所实施之交付或转
移行为可 被视为与得到货主明示授权后的行为具有同等效力。

25. Buyer in possession after sale出售后占有货物的买方
(1) Where a person having bought or agreed to buy goods obtains, with the consent of the
seller, possession of the goods or the documents of title to the goods or documents of title,
under any sale, pledge, or other disposition thereof, to any person receiving the same in good
faith and without notice of any lien or other right of the original seller in respect of the goods,
has the same effect as if the person making the delivery or transfer were a mercantile agent in
possession of the goods ordocuments of title with the consent of the owner.
已购买或已同意购买货物的买方， 如果得到了卖方的同意而占有货物或取得货物所有权
凭证，并且买方或买方商务代理人在占有期间将货物 或货物所有权凭证以买卖、质押或其它
方式处分并交付或转移给买方之外的第三人，只要第三人是善意取 得，并对原始卖方就货物
所拥有的任何留置权或其他权利不知情，该处分行为同经征得货物所有人同意后 ，由商务代
理人做出的交付或转移货物或所有权凭证的行为具有同样的效力。

(2) For the purposes of subsection (1) above: 就上述第（1）款而言
(a) the buyer under a conditional sale agreement is to be taken not to be a person who has
bought or agreed to buy goods, and
附条件买卖协议之下的买方不被认为是已购买或已同意购买货物的买方，并且

(b) ‘conditional sale agreement’ means an agreement for the sale of goods which is a
consumer credit agreement within the meaning of the Consumer Credit Act 1974 under which
the purchase price or part of it is payable by instalments, and the property in the goods is to
remain in the seller (notwithstanding that the buyer is to be in possession of the goods) until
such conditions as to the payment of instalments or otherwise as may be specified in the
agreement are fulfilled.
附条件买卖协议”指具有《1 974年消费者信贷法》中消费者信贷协议性质的货物买卖
协议，据此法，购买价款或部分购买价款可以 分期支付，但到分期付款结束或其他可能在协
议中具体规定的条件得到成就前，货物所有权仍属于卖方（ 尽管买方即将占有货物）。

26. Supplementary to sections 24 and 25对二十四条，二十五条的补充
In sections 24 and 25 above ‘mercantile agent’ means a mercantile agent having in the
customary course of his business as such agent authority either:
在上述第2 4条和第25条中“商务代理人”意指在习惯的商事活动中有如下代理权限的
商务代理人

(a) to sell goods, or
(b) to consign goods for the purpose of sale, or
(c) to buy goods, or
(d) to raise money on the security of goods.
27、Duties of seller and buyer 买卖双方的义务

It is the duty of the seller to deliver the goods, and of the buyer to accept and pay for them,
in accordance with the terms of the contract of sale.
根据买卖合同条款，卖方有义务交付货物，买方有义务接受货物并支付价款。

28、Payment and delivery are concurrent conditions
支付价款与交付货物是同时履行的条件
Unless otherwise agreed, delivery of the goods and payment of the price are concurrent
conditions, that is to say, the seller must be ready and willing to give possession of the goods to
the buyer in exchange for the price and the buyer must be ready and willing to pay the price in
exchange for possession of the goods.
除 非另有协议，货物的交付和价款的支付应是同时履行的条件，换言之，卖方必须乐意
让出对货物的占有以 交换价款；同时买方须乐意支付价款以交换对货物的占有。

29、Rules about delivery 关于货物交付的规则
（1）Whether it is for the buyer to take possession of the goods or for the seller to send
them to the buyer is a question depending in each case on the contract, express or implied,
between the parties.
货物是由买方主动取得占有 ，还是由卖方将货物送交至买方，取决于具体情况中双方当
事人明示或默示的合同。

（2）Apart from any such contract, express or implied, the place of delivery is the seller’s
place of business if he has one, and if not, his residence; except that, if the contract is for the sale
of specific goods, which to the knowledge of the parties when the contract is made are in some
other place, then that place is the place of delivery.
除了明示或默示的合同，如果卖方有营业地，则交付 地点应在卖方的营业地；如无营业
地，则应在卖方的居住地。除此之外，如属特定物买卖合同，且合同订 立时双方当事人知晓
该特定物在另一地方，则该地点为交付地点。

（3）Where under the contract of sale the seller is bound to send the goods to the buyer,
but no time for sending them is fixed, the seller is bound to send them within a reasonable time.
买 卖合同下，卖方有义务将货物送至买方，但如果没有具体确定送货时间，则卖方有义
务在合理的时间内将 货物送到。

（4）Where the goods at the time of sale are in the possession of a third person, there is no
delivery by seller to buyer unless and until the third person acknowledges to the buyer that he
holds the goods on his behalf; but nothing in this section affects the operation of the issue or
transfer of any document of title to goods.
货物买卖时，如货物被第三人占有，除非第三人向买方承认他代表卖 方持有货物，否则
不构成卖方向买方交付，但本条规定并不影响任何货物所有权凭证的转移。

（5）Demand or tender of delivery may be treated as ineffectual unless made at a
reasonable hour; and what is a reasonable hour is a question of fact.
请求或提供交付可被视为无效，除非在合理时间完成；合理时间这一问题属于事实问题。

（6）Unless otherwise agreed, the expenses of and incidental to putting the goods into a
deliverable state must be borne by the seller.
除非另有约定，使货物处于可交付状态前的开支及杂费须由卖方承担。

30、Delivery of wrong quantity 错误数量的交付
（1）Where the seller delivers to the buyer a quantity of goods less than he contracted to
sell, the buyer may reject them, but if the buyer accepts the goods so delivered he must pay for
them at the contract rate.
当卖方所交货物少于合同 订立的数量时，买方可以拒收货物，但是一旦买方接受了这样
交付的货物，就必须按合同价格支付货物价 款。

（2）Where the seller delivers to the buyer a quantity of goods larger than he contracted to
sell, the buyer may accept the goods included in the contract and reject the rest, or he may reject
the whole.
当卖方所交货物多 于合同订立的数量时，买方可以接受合同中订立的部分而拒收其余货
物，或也可拒收全部货物。

(a) Where the seller delivers to the buyer a quantity of goods less than he contracted to
sell, the buyer may reject them, but if the buyer accepts the goods so delivered he must pay for
them at the contract rate.
当卖方交付至买方的货物 少于合同订立的数量时，如买方接受了这样交付的全部货物，
就必须按合同价格支付货物价款。

(2) Where the seller delivers to the buyer a quantity of goods larger than he contracted to
sell, the buyer may accept the goods included in the contract and reject the rest, or he may reject
the whole.
如果卖方交付至买 方的货物多余合同订货数量时，买方可以接受合同数量而拒收多余数
量，或拒收全部。

(3) Where the seller delivers to the buyer a quantity of goods larger than he contracted to
sell and the buyer accepts the whole of the goods so delivered he must pay for them at the
contract rate.
如买方接受了卖方交付的超过合同订货的数量，就必须按合同价格支付全部货物价款。

(4) Where the seller delivers to the buyer the goods he contracted to sell mixed with goods
of a different description not included in the contract, the buyer may accept the goods which are
in accordance with the contract and reject the rest, or he may reject the whole.
如果卖方交付至买方的货物 为多种规格货物的混合，买方可以接受合同订货的货物，而
拒收其他规格货物，或拒收全部货物。

(5) This section is subject to any usage of trade, special agreement, or of course of dealing
between the parties.
本款适用于所有的贸易、特定协议或交易。

31、Instalment deliveries分期交付
（1）Unless otherwise agreed, the buyer of goods is not bound to accept delivery of them by
instalments.
除非另有约定，买方没有通过分期交付的方式接受货物的义务。

(2) Where there is a contract for the sale of goods to be delivered by stated instalments,
which are to be separately paid for, and the seller makes defective deliveries in respect of one or
more instalments or the buyer neglects or refuses to take delivery of or pay for one or more
instalments, it is a question in each case depending on the terms of the contract and the
circumstances of the case whether the breach of contract is a repudiation of the whole contract
or whether it is a severable breach giving rise to a claim for compensation but not to a right to
treat the whole contract as repudiated.
货物买卖合同如果采用定期的分期交货、分期付款的方式，而卖方交付的货物 有一批或
数批存在瑕疵，或买方遗忘或拒绝提取一次或多次分期交货，或者遗忘或拒绝支付一次或多次分期付款，则应依据合同条款及具体案情决定买方能否以违反合同为由拒绝履行整个合同，
但如果 属于可分开的合同，则买方只能请求赔偿而不能拒绝履行全部合同。

32、Delivery to carrier向承运人交付
(1) Where, in pursuance of a contract of sale, the seller is authorised or required to send
the goods to the buyer, delivery of the goods to a carrier (whether named by the buyer or not)
for the purpose of transmission to the buyer is prima facie deemed to be a delivery of the goods
to the buyer.
根据买卖合同，如卖方经授权或要求将货物送至买方，为达到将货物转移到买方 的目的
将货物交付承运人（不论是否由买方来决定），从表面上可推定已将货物交到了买方。

(2) Unless otherwise authorised by the buyer, the seller must make such contract with the
carrier on behalf of the buyer as may be reasonable having regard to the nature of the goods and
the other circumstances of the case; and if the seller omits to do so, and the goods are lost or
damaged in course of transit the buyer may decline to treat the delivery to the carrier as a
delivery to himself or may hold the seller responsible in damages.
除非另有买方授权，否则 卖方代表买方与承运人签订的货物运输合同必须合理地考虑到
了货物的性质及其他情况。如果卖方未能这 样做，并且货物在运输中失或毁损，买方可以拒
绝将卖方向承运人交付的货物视为向自己交付，或者要求 卖方赔偿损失。

（3）Unless otherwise agreed, where goods are sent by the seller to the buyer by a route
involving sea transit, under circumstances in which it is usual to insure, the seller must give such
notice to the buyer as may enable him to insure them during their sea transit; and if the seller
fails to do so, the goods are at his risk during such sea transit.
除非另有约定，卖方向买方运送货物的路线涉及海运时，在多数情形下货物通常要保险，
卖方对买方负 有告知义务，以使买方为海上运输期间的货物购买保险，如果卖方未能告知，
则货物在海上的风险在于卖 方。

33、Risk where goods are delivered at distant place 外地交付货物的风险

Where the seller of goods agrees to deliver them at his own risk at a place other than that
where they are when sold, the buyer must nevertheless (unless otherwise agreed) take any risk
of deterioration in the goods necessarily incident to the course of transit.
货物的卖方同意自己承担风险而在出售地之外交付货 物时，除非另有约定，买方须承担
在运输途中不可避免地出现的货物变质风险。

34、Buyer’s right of examining the goods买方验货权
(1) Where goods are delivered to the buyer, and he has not previously examined them, he is
not deemed to have accepted them until he has had a reasonable opportunity of examining them
for the purpose of ascertaining whether they are in conformity with the contract.
(2) Unless otherwise agreed, when the seller tenders delivery of goods to the buyer, he is
bound on request to afford the buyer a reasonable opportunity of examining the goods for the
purpose of ascertaining whether they are in conformity with the contract.

35. Acceptance接受
(1) The buyer is deemed to have accepted the goods when he intimates to the seller
that he has accepted them, or (except where section 34 above otherwise provides) when the
goods have been delivered to him and he does any act in relation to them which is inconsistent
with the ownership of the seller, or when after the lapse of a reasonable time he retains the
goods without intimating to the seller that he has rejected them.
(2) [Omitted].

36. Buyer not bound to return rejected goods 买方无义务返还拒收的货物
Unless otherwise agreed, where goods are delivered to the buyer, and he refuses to accept
them, having the right to do so, he is not bound to return them to the seller, but it is sufficient if
he intimates to the seller that he refuses to accept them.
除非另有约定，货物在交付到买方且买方拒绝接受货物并有权这样做时，买方无义务将货物送还卖方，买方只需向卖方宣称其拒绝接受货物。

37. Buyer’s liability for not taking delivery of goods买方不接受交付的责任
(1) When the seller is ready and willing to deliver the goods, and requests the buyer to take
delivery, and the buyer does not within a reasonable time after such request take delivery of the
goods, he is liable to the seller for any loss occasioned by his neglect or refusal to take delivery,
and also for a reasonable charge for the care and custody of the goods.
当卖方准备好愿意交付的货物并要求买方提取货物时，若买方在接受货物请求发出后没< br>有在合理的时间内提取货物，则买方向卖方负有因其疏忽或拒绝提取所造成的任何损失，同
时向卖 方承担看管货物的合理义务。

(2) Nothing in this section affects the rights of the seller where the neglect or refusal of the
buyer to take delivery amounts to a repudiation of the contract.
在买方疏忽或拒不提取货物构成拒绝履行合同时，本条规定不影响卖方的权利。

38. Unpaid seller defined未受偿卖方的概念
(1) The seller of goods is an unpaid seller within the meaning of this Act:

本法所谓的未受偿卖方是指下列情形下的货物卖方

(a) when the whole of the price has not been paid or tendered;
未被全部支付或提供价款时的卖方；

(b) when a bill of exchange or other negotiable instrument has been received as conditional
payment, and the condition on which it was received has not been fulfilled by reason of the
dishonour of the instrument or otherwise
收到附条件支付方式的汇票或其他流通票据，但当 票据被拒付或其他原因而使条件不能
成就的时卖方。

(2) In this Part of this Act ‘seller’ includes any person who is in the position of a seller, as, for
instance, an agent of the seller to whom the bill of lading has been endorsed, or a consignor or
agent who has himself paid (or is directly responsible for) the price.
本法本编中的“卖方”包括任何处于卖方 位置上的人，例如，取得卖方背书提单的代理
人、委托人或自己支付价款（或直接负责）的代理人。

39. Unpaid seller’s rights未受偿卖方的权利
(1) Subject to this and any other Act, notwithstanding that the property in the goods may
have passed to the buyer, the unpaid seller of goods, as such, has by implication of law:
依本法及其他任何法律，虽然货物的所有权可能已转至买方，未受偿卖方按照法律的默
示仍享有

(a) a lien on the goods or right to retain them for the price while he is in possession of them;
对货物的留置权，或在卖方仍占有货物时，保留其对货物的占有以取得价款；

(b) in case of the insolvency of the buyer, a right of stopping the goods in transit after he has
parted with the possession of them;
买方无清偿能力时，在其已经不占有货物的情况下停运运输中的货物；

(c) a right of re-sale as limited by this Act. 在本法许可的范围内的再出售权。

(2) Where the property in goods has not passed to the buyer, the unpaid seller has (in
addition to his other remedies) a right of withholding delivery similar to and co- extensive with his
rights of lien or retention and stoppage in transit where the property has passed to the buyer.
当货物的所有权尚未转移至买方时，未受偿卖方享有（除 了其别的救济）与货物所有权
已转移至买方时卖方享有的留置权或保留和中途停运权所类似的中止交付的 权利。

40. Unpaid seller’s lien未受偿卖方的留置权

41. Seller’s lien卖方的留置权
(1) Subject to this Act, the unpaid seller of goods who is in possession of them is entitled to
retain possession of them until payment or tender of the price in the following cases:-

依据本法，在价款得到支付或提供前，占有货物的未受偿卖方在下列情形下仍享有继续
保持占有货物 的权利

(a) where the goods have been sold without any stipulation as to credit
货物已经售出，但无任何关于赊欠的约定；

(b) where the goods have been sold on credit but the term of credit has expired
货物已经按赊欠售出，但是赊欠期已经到期；
(c) where the buyer becomes insolvent. 货物的买方已丧失清偿能力。

(2) The seller may exercise his lien or right of retention notwithstanding that he is in
possession of the goods as agent or bailee or custodier for the buyer.
尽管卖方作为买方的委托人或保管人占有货物，卖方仍可以实施其留置权或保留权。

42. Part delivery部分交付
Where an unpaid seller has made part delivery of the goods, he may exercise his lien or right
of retention on the remainder, unless such part delivery has been made under such
circumstances as to show an agreement to waive the lien or right of retention.
未受偿卖方已经对货物作出部分交付时，他可以对剩余货物实施其留置权或保留权，除
非这种部 分交付是在卖方协议将留置权或保留权放弃的情况下做出的。

43. Termination of lien留置权的终止
(1) The unpaid seller of goods loses his lien or right of retention in respect of them-
在如下情形中，货物的未受偿卖方失去对货物的留置权或保留权

(a) when he delivers the goods to a carrier or other bailee or custodier for the purpose of
transmission to the buyer without reserving the right of disposal of the goods.
卖方为了将货物转移到买方，将货物交付给承运人、 其他委托人或保管人而没有保留对
货物的处分权时；

(b) when the buyer or his agent lawfully obtains possession of the goods.
当买方或其代理人合法取得对货物的占有时；

(c) by waiver of the lien or right of retention. 卖方放弃留置权或保留权时。

(2) An unpaid seller of goods who has a lien or right of retention in respect of them does not
lose his lien or right of retention by reason only that he has obtained judgment or decree for the
price of the goods.
未受偿卖方对货物保有留置权或保留权的，因获得关于货物价款的判决或裁定， 仍可保
有留置权或保留权。

Stoppage in transit运输中途停运
44. Right of stoppage in transit运输中途停运权

Subject to this Act, when the buyer of goods becomes insolvent the unpaid seller who has
parted with the possession of the goods has the right of stopping them in transit, that is to say,
he may resume possession of the goods as long as they are in course of transit, and may retain
them until payment or tender the price.
依照本法，货物的买方无 清偿能力时，未受偿卖方在已经不占有货物的情况下有停运运
输中货物的权利；换言之，只要货物还在运 输途中，卖方还可以重新取得对货物的占有，直
到货物的价款得到支付或提供。

45. Duration of transit运输的期间
(1) Goods are deemed to be in course of transit from the time when they are delivered to a
carrier or other bailee or custodier for the purpose of transmission to the buyer, until the buyer
or his agent in that behalf takes delivery of them from the carrier or other bailee or custodier.
货物交付承运人、其他委托人或保管人以实现货物转移至买方起，至买方或买方代理人
从承运人、其他 委托人或保管人手中提取货物前，这一期间均被推定为运输的期间。

(2) If the buyer or his agent in that behalf obtains delivery of the goods before their arrival at
the appointed destination, the transit is at an end.
如果买方或其代理人在货物到达指定地点前接受交付，则运输过程结束。

(3) If, after the arrival of the goods at the appointed destination, the carrier or other bailee
or custodier acknowledges to the buyer or his agent that he holds the goods on his behalf and
continues in possession of them as bailee or custodier for the buyer or his agent, the transit is at
an end, and it is immaterial that a further destination for the goods may have been indicated by
the buyer.
如果货物到达指定地点后，承运人、其他 委托人或保管人告知买方或其代理人他会作为
委托人或保管人继续为买方或其代理人占有货物，则运输过 程结束；买方先前指明的更远的
货物目的地此时不重要。

(4) If the goods are rejected by the buyer, and the carrier or other bailee or custodier
continues in possession of them, the transit is not deemed to be at an end, even if the seller has
refused to receive them back.
如果买方拒绝接受货物，而且承运人、其他委托人或保 管人继续占有货物，即使卖方拒
绝重新将货物收回，也不认为运输过程已经结束。

(5) When goods are delivered to a ship chartered by the buyer it is a question depending on
the circumstances of the particular case whether they are in the possession of the master as a
carrier or as agent to the buyer.
当货物 被交付到买方所租的船上时，（运输期间）要看具体案件中的具体情况而定，要
看具体案件中的具体情况 ，即作为买方承运人或代理人的船长是否占有货物。

(6) Where the carrier or other bailee or custodier wrongfully refuses to deliver the goods to
the buyer or his agent in that behalf, the transit is deemed to be at an end.
在承运人、其他委托人或保管人不当地拒绝将货物交付买方或其代理人时 ，可推定为运
输过程已经结束。

(7) Where part delivery of the goods has been made to the buyer or his agent in that behalf,
the remainder of the goods may be stopped in transit, unless such part delivery has been made
under such circumstances as to show an agreement to give up possession of the whole of the
goods.
当 货物已经部分交付给买方或其代理人时，对剩余的货物还可以实行中途停运，除非这
种部分交付是在卖方 协议放弃对全部货物占有的情形下做出的。

46. How stoppage in transit is effected中途停运如何实现
(1) The unpaid seller may exercise his right of stoppage in transit either by taking actual
possession of the goods or by giving notice of his claim to the carrier or other bailee or custodier
in whose possession the goods are.
未受偿卖方既可以通过采取实际占有货物形式 ，也可通过告知实际占有货物的承运人、
其他委托人或保管人其对货物的权利主张，以此实现对货物的运 输中途停运权。

(2) The notice may be given either to the person in actual possession of the goods or to his
principal.
告知既可发给货物实际占有人，也可发给本人。

(3) If given to the principal, the notice is ineffective unless given at such time and under such
circumstances that the principal, by the exercise of reasonable diligence, may communicate it to
his servant or agent in time to prevent a delivery to the buyer.
如果告知发给本人，除非是在特定时间、特定情 况之下，即本人可通过合理的勤勉工作
及时转告其雇员或代理人停止交付货物至买方，否则，对本人的告 知无效。

(4) When notice of stoppage in transit is given by the seller to the carrier or other bailee or
custodier in possession of the goods, he must re-deliver the goods to, or according to the
directions of, the seller; and the expenses of the redelivery must be borne by the seller.
占有货物的承运人、其他委托人或保管人收到卖方发出的中途停运告知 后，必须将，或
按照卖方指示将，货物重新交付卖方；重新交付的费用必须由卖方来负担。

Re-sale etc., by buyer卖方的再出售
47. Effect of sub-sale etc., by buyer卖方转售货物的效力
(1) Subject to this Act, the unpaid seller’s right of lien or retention or stoppage in transit is
not affected by any sale or other disposition of the goods which the buyer may have made,
unless the seller has assented to it.
依照本法，未受偿卖方对货物的留 置权、保留权或中途停运权不受买方可能作出的出售
或其他处置货物行为的影响，除非卖方对买方的上述 行为表示了同意。

(2) Where a document of title to goods has been lawfully transferred to any person as buyer
or owner of the goods, and that person transfers the document to a person who takes it in good
faith and for valuable consideration, then
如果某人作为买方或作为货物所有人合法地受让了货物的所 有权凭证，之后又将该凭证
转让给另一人，此人善意地取得了上述凭证并支付了有价约因，则

(a) if the last-mentioned transfer was by way of sale the unpaid seller’s right of lien or
retention or stoppage in transit is defeated; and
如果货物所有权凭证的最后一次转让是通过买卖 行为实现的，原来未受偿卖方就不能再
对货物行使留置权、保留权或中途停运权权；并且

(b) if the last-mentioned transfer was made by way of pledge or other disposition for value,
the unpaid seller’s right of lien or retention or stoppage in transit can only be exercised subject to
the rights of the transferee.
如 果货物所有权凭证的最后一次转让是通过质押或其他财产处分行为实现的，则原来未
受偿卖方只能依照受 让人的权利对货物行使留置权、保留权或中途停运权。

Rescission: and re-sale by seller撤销：及卖方再出售
48. Rescission and re-sale by seller撤销：以及卖方再出售
(1) Subject to this section, a contract of sale is not rescinded by the mere exercise by an
unpaid seller of his right of lien or retention or stoppage in transit.
依本条，仅凭未受偿卖方对货物行使留置权、保留权或中途停运权不能解除买卖合同。

(2) Where an unpaid seller who has exercised his right of lien or retention or stoppage in
transit re-sells the goods, the buyer acquires a good title to them as against the original buyer.
对货物行使留置权、保留权或中途停运权的未受偿卖方将货物另行出售的，该货物买受< br>人获得对抗原买方的货物有效所有权。

(3) Where the goods are of a perishable nature, or where the unpaid seller gives notice to
the buyer of his intention to re-sell, and the buyer does not within a reasonable time pay or
tender the price, the unpaid seller may re-sell the goods and recover from the original buyer
damages for any loss occasioned by his breach of contract.
如果货物容易腐烂，或未受偿卖方通知了买方他将另行出售货物的意图，而买方未在合
理的时间内支付 或提供价款，未受偿卖方就可以将货物再出售并向原买方主张任何因原买方
违约而发生的损害，并要求其 赔偿。

(4) Where the seller expressly reserves the right of re-sale in case the buyer should make
default, and on the buyer making default re-sells the goods, the original contract of sale is
rescinded but without prejudice to any claim the seller may have for damages.
卖方如 果在买方未能履行法律义务情形下明示保留再出售权，而未能履行法律义务的买
方将货物再出售时，原始 的买卖合同解除，但不能对卖方可能对买方提起的损害赔偿之诉构
成侵害。

Seller’s remedies卖方的救济
49. Action for price价款之讼
(1) Where, under a contract of sale, the property in the goods has passed to the buyer and
he wrongfully neglects or refuses to pay for the goods according to the terms of the contract, the
seller may maintain an action against him for the price of the goods.

买卖合同下，货物所有权转移至买方的，如买方不当地疏忽或拒绝按照合同条 款支付货
物的价款，卖方可对买方提起诉讼向其主张货物的价款。

(2) Where, under a contract of sale, the price is payable on a day certain irrespective of
delivery and the buyer wrongfully neglects or refuses to pay such price, the seller may maintain
an action for the price, although the property in the goods has not passed and the goods have
not been appropriated to the contract.
买卖合 同下，约定于某一特定日期支付价款的，不管货物是否交付，如果买方不当地疏
忽或拒绝支付货物的价款 ，卖方可提起诉讼向其主张货物的价款，尽管货物所有权尚未转移
而且货物还未划拨合同项下。

(3) Nothing in this section prejudices the right of the seller in Scotland to recover interest on
the price from the date of tender of the goods, or from the date on which the price was payable,
as the case may be.
在苏格兰，本条任何 规定不妨碍卖方从提供货物之日起，或从支付价款之日起（随不同
案件而不同）在价款上获得利息的权利 。

50. Damages for non- acceptance拒绝接受货物之损害赔偿金
(1) Where the buyer wrongfully neglects or refuses to accept and pay for the goods, the
seller may maintain an action against him for damages for nonacceptance.
买方不当地疏忽或拒绝接受货物并支付货物的价款，卖方可提起诉讼，向其主张不接受
货物损害 赔偿。

(2) The measure of damages is the estimated loss directly and naturally resulting, in the
ordinary course of events, from the buyer’s breach of contract.
请求的损害赔偿额应估计为，买方的违约行为在一般情况下所造成的直接且必然的损失。

(3) Where there is an available market for the goods in question the measure of damages is
prima facie to be ascertained by the difference between the contract price and the market or
current price at the time or times when the goods ought to have been accepted or (if no time
was fixed for acceptance) at the time of the refusal to accept.
若货物存在一个市场，买方应向卖方赔偿的损 害赔偿额可初步推定为合同价格与当时的
价格、市场价格或约定接受货物时价格的价款差额，如果合同未 定明受领货物的时间，则以
拒绝接受货物的日期为准。

Buyer’s remedies买方的救济
51. Damages for non- delivery不交付（货物）损害赔偿金
(1) Where the seller wrongfully neglects or refuses to deliver the goods to the buyer, the
buyer may maintain an action against the seller for damages for nondelivery.
卖方不当地疏忽或拒绝交付货物给买方，买方可提起诉讼，向其主张不交付货物损害赔
偿。

(2) The measure of damages is the estimated loss directly and naturally resulting, in the
ordinary course of events, from the seller’s breach of contract.

请求的损害赔偿额应估计为，卖方的违约行为在一般情况下所造成的直接且必然的损失。

(3) Where there is an available market for the goods in question the measure of damages is
prima facie to be ascertained by the difference between the contract price and the market or
current price of the goods at the time or times when they ought to have been delivered or (if no
time was fixed) at the time of the refusal to deliver.
若货物存在一个交易市场，卖方 应向买方赔偿的损害赔偿额则可初步推定为合同价格与
当时的价格、市场价格或约定交付货物时价格的价 款差额，如果合同未定明受领货物的时间，
则以拒绝交付货物的日期为准。

52. Specific performance实际履行
(1) In any action for breach of contract to deliver specific or ascertained goods the court may,
if it thinks fit, on the plaintiff’s application, by its judgement or decree direct that the contract
shall be performed specifically, without giving the defendant the option of retaining the goods on
payment of damages.
如果任何诉讼是针对违反合同 交付特定或已经确定的货物，法院如果认为合适，可依原
告请求，通过法院判决或裁定指导合同实际履行 ，而不给被告保留货物、支付损害赔偿的选
择。

(2) The plaintiff’s application may be made at any time before judgement or decree.
原告的请求可以在判决或裁定做出之前的任何时间提出。

(3) The judgement or decree may be unconditional, or on such terms and conditions as to
damages, payment of the price and otherwise as seem just to the court.
判决或裁定可以是无条件的，或对损害赔偿、货款的支付或其他法院认为公正的 事项附
有条款和条件。

(4) The provisions of this section shall be deemed to be supplementary to, and not in
derogation of, the right of specific implement in Scotland.
本条之规定应被认为是对苏格兰的特别履行权利的补充，而非减损。

53. Remedy for breach of warranty违反担保条款的救济
(1) Where there is a breach of warranty by the seller, or where the buyer elects (or is
compelled) to treat any breach of a condition on the part of the seller as a breach of warranty,
the buyer is not by reason only of such breach of warranty entitled to reject the goods; but he
may:
如果卖方违反了担保条款，或是买方选择（或是被强迫）把卖方违反条件条款看作违反
担保条款，买方不 能仅因为该担保条款的违反而拒绝接受货物；但是他可

(a) set up against the seller the breach of warranty in diminution or extinction of the price,
or
提出卖方因价格的减少或消灭而违反了担保条款，或

(b) maintain an action against the seller for damages for the breach of warranty.

对卖方提起诉讼，向卖方主张违反担保条款的损害赔偿。

(2) The measure of damages for breach of warranty is the estimated loss directly and
naturally resulting, in the ordinary course of events, from the breach of warranty.
违反合同的担保条款的损害赔偿额应估计为，违反 担保的行为在一般情况下所造成的直
接且必然的损失。

(3) In the case of breach of warranty of quality such loss is prima facie the difference
between the value of the goods at the time of delivery to the buyer and the value they would
have had if they had fulfilled the warranty.
若违反了质量担保条款，损失则可初步推定为，货 物交付买方时的价值与成就担保条款
时货物价值之间的差额。

(4) The fact that the buyer has set up the breach of warranty in diminution or extinction of
the price does not prevent him from maintaining an action for the same breach of warranty if he
has suffered further damage.
买方对卖方提出价格减少或消 灭而违反担保条款这一事实，不妨碍买方对卖方提起诉讼，
向卖方主张由其违反同样的担保条款而遭受的 更多损失。

(5) Nothing in this section prejudices or affects the buyer’s right of rejection in Scotland as
declared by this Act.
本条不适用于苏格兰。

54. Interest etc. 利息，等
Nothing in this Act affects the right of the buyer or the seller to recover interest or special
damages in any case where by law interets or special damages may be recoverable or to recover
money paid where the consideration for the payment of it has failed.
本法任何规定不影响买方或卖方在依法可获得 利息或特定损害赔偿情形中获得利息或
特定损害赔偿的权利；或在没有支付金钱的对价时，获得金钱的权 利。

55. Exclusion of implied terms默示条款的排除
(1) Where a right, duty or liability would arise under a contract of sale of goods by
implication of law, it may (subject to the Unfair Contract Terms Act 1977) be negatived or varied
by express agreement, or by the course of dealing between the parties, or by such usage as binds
both parties to the contract.
依法律 的默示，权利、义务或责任可能会出现在货物买卖合同条款中；（依照1977年《不
正当合同条款法》 ）明示的协议，或双方间的交易过程，或约束合同双方当事人的习惯做法
可以否定或变更此权利、义务或 责任。

(2) An express condition or warranty does not negative a condition or warranty implied by
this Act unless inconsistent with it.
明示的条款不否定本法默示的条款，除非与其不一致。

56. [Omitted]

57. Auction sales拍卖销售
(1) Where goods are put up for sale by auction in lots, each lot is prima facie deemed to be
the subject of a separate contract of sale.
若通过拍卖的方式对货物进行分批出销售时，每一批拍卖品被初步推定为一个单独买卖合同的标的。

(2) A sale by auction is complete when the auctioneer announces its completion by the fall
of the hammer, or in other customary manner; and until the announcement is made any bidder
may retract his bid.
以拍 卖方式进行的买卖中，拍卖师以拍卖槌的落下、或以其他习惯的方式宣布交易的完
成；在宣布交易完成前 ，任何出价人均可撤回其出价。

(3) A sale by auction may be notified to be subject to a reserve or upset price, and a right to
bid may also be reserved expressly by or on behalf of the seller.
以拍卖方式进行的买卖可被告知依照保留价或底价，卖方或卖方代表也可明示保留出价
权。

(4) Where a sale by auction is not notified to be subject to a right to bid by or on behalf of
the seller, it is not lawful for the seller to bid himself or to employ any person to bid at the sale,
or for the auctioneer knowingly to take any bid from the seller or any such person.
如卖方或卖方代表在拍卖方式进行的买卖中未宣布要保留出价权，则卖方自 己出价或雇
佣任何人在买卖中出价、或拍卖师故意在卖方或任何该等人中接受出价均不合法。

(5) A sale contravening subsection (4) above may be treated as fraudulent by the buyer.
与上述第（4）款相违背的买卖，买方可将之视为欺诈。

(6) Where, in respect of a sale by auction, a right to bid is expressly reserved (but not
otherwise) the seller or any one person on his behalf may bid at the auction.
对于以拍卖方式进行的买卖而言，如果出价权被明示（非其他方式）保留， 卖方或任何
卖方代表都可以在拍卖时出价。

58. [Omitted]
[Omitted]
59. Reasonable time a question of fact合理时间属事实问题
Where a reference is made in this Act to a reasonable time the question what is a
reasonable time is a question of fact.
本法中涉及的合理时间是一个事实问题。

Where a right, duty or liability is declared by this Act, it may (unless otherwise provided by
this Act) be enforced by action.

60. Rights etc. enforceable by action通过诉讼可实施的权利等

61. Interpretation解释
(1) In this Act, unless the context or subject matter otherwise requires,-
‘action’ includes counterclaim and set-off, and in Scotland condescendence and claim
and compensation;
‘business’ includes a profession and the activities of any Government department
(including a Northern Ireland department) or local or public authority;
‘buyer’ means a person who buys or agrees to buy goods;
‘contract of sale’ includes an agreement to sell as well as a sale;
‘credit-broker’ means a person acting in the course of a business, of credit brokerage
carried on by him, that is a business of effecting introduction of individuals desiring to obtain
credit:
“商业”包括一职业及政府部门（包括北爱尔兰部门）或地方或公共机构的交易活动；
“买方”的意思是购买或同意购买货物的人；
“消费者合同”与《1977年不公平合同条款 法》第25条第（1）款具有同样的意思；
本法中，证明不应被视为消费者合同的责任应在卖方；
“买卖合同”包括销售协定以及买卖协议；
“信用经纪人”的意思是在具有信用佣金的商业经 营活动中起作用的人，他帮助把欲获
得信用的个人介绍——

(a) to persons carrying on any business so far as it relates to the provision of credit, or
至目前从事与信用规定有关的任何商业活动的人，或者

(b) to other persons engaged in credit brokerage;
至其他从事信用经纪活动的人；

‘defendant’ includes in Scotland defender, respondent, and claimant in a multiplepoinding;
“被告”包括在苏格兰的被告、被上诉人，及确定优先权利诉讼中的请求权人；

‘delivery’ means voluntary transfer of possession from one person to another;
“交付”指从一 人向另一人自愿转移占有；除上述相关的第20（甲）和第20（乙）条，
它还包括将货物划归合同项下 ，从而导致货物所有权转移到买方。

‘document of title to goods’ has the same meaning as it has in the Factors Acts;
“货物的所有权凭证”同《代销商法》中的该词具有同样的意思；

‘Factors Acts’ means the Factors Act 1889, the Factors (Scotland) 1890, and any enactment
amending or substituted for the same;
“《代销商法》”是指《1889年代销商法》，《1890年代销商（苏格兰）法》及其 修正案
或被替代的任何规定。

‘fault’ means wrongful act or default; “过错”指不当的行为或未履行债务；
‘future goods’ means goods to be manufactured or acquired by the seller after the making
of the contract of sale;
“期货”指买卖合同达成后卖方生产或取得的货物；

‘goods’ includes all personal chattels other than things in action and money, and in
Scotland all corporeal moveables except money; and in particular “goods” includes emblements,
industrial growing crops, and things attached to or forming part of the land which are agreed to
be severed before sale or under the contract of sale;
“货物”包括所有的有形动产，不包括权 利动产和金钱，以及在苏格兰所有除金钱之外
的有形动产；特别指明“货物”包括买卖合同前达成的或按 照买卖合同下要分开的庄稼、正
在成长的农作物、以及地上附着物或组成物；还包括货物的不可分份额；

‘plaintiff’ includes pursuer, complainer, claimant in a multiple poinding and defendant or
defender counter-claiming;
“原告”包括控告人、投诉人、确定优先权利诉讼中的请求权人，及反诉被告或辩护人；

‘property’ means the general property in goods, and not merely a special property;
“所有权”指货物的一般所有权，而不仅指特定所有权；

‘quality’, in relation to goods, includes their state or condition;
‘sale’ includes a bargain and sale as well as a sale and delivery;
‘seller’ means a person who sells or agrees to sell goods;
‘specific goods’ means goods identified and agreed on at the time a contract of sale is
made;
‘warranty’ (as regards England and Wales and Northern Ireland) means an agreement with
reference to goods which are the subject of a contract of sale, but collateral to the main purpose
of such contract, the breach of which gives rise to a claim for damages, but not to a right to reject
the goods and treat the contract as repudiated.
“担保”（关于英格兰、威尔士及北爱尔兰）指有关货物买卖合同中标的物的 协议，但
仅附属于合同的主要目的，违反担保条款可引起损害赔偿主张，但是不产生拒绝货物、并拒绝履行合同的权利。

(2) As regards Scotland a breach of warranty shall be deemed to be a failure to perform
a material part of the contract.
(3) A thing is deemed to be done in good faith within the meaning of this Act when it is in
fact done honestly, whether it is done negligently or not.
本法意思内，当实际上是诚实地完成某事时，不管是否属于 疏忽地完成，这件事被推定
是善意完成的。

(4) A person is deemed to be insolvent within the meaning of this Act if he has either ceased
to pay his debts in the ordinary course of business or he cannot pay his debts as they become
due.
本法意思内，如果 某人在正常的商务活动中停止支付债务、或在其债务到期时不能支付
债务，则认为此人属于无清偿能力的 人。

(5) Goods are in a deliverable state within the meaning of this Act when they are in such a
state that the buyer would under the contract be bound to take delivery of them.

本法意思内，买方按照合同有责任提取货物时，货物处于交付状态。

(6) [Omitted].
62.-64. and Schedules 1-4 [Omitted]