Closing the Legal Gap: What the Convention on Negotiable Cargo Documents Means for Multimodal Logistics

The United Nations Commission on International Trade Law (UNCITRAL) has approved the draft Convention on Negotiable Cargo Documents (the Convention), with a recommendation for its adoption by the United Nations General Assembly during its 80th session which opened on 9 September 2025.¹ If adopted, it is set to transform the future of global supply chains for shippers, carriers, freight forwarders and other logistics stakeholders.

Convention overview

To date, only the maritime sector has benefitted from a negotiable legal transport document – the Bill of Lading – which serves as evidence of the contract of carriage, receipt of goods and most importantly a document of title allowing for the transfer of ownership of goods while in transit.² The transport of goods by road, rail, and air has traditionally only used non-negotiable documents (e.g. CMR Consignment Notes, Rail Consignment Notes or Air Waybills respectively), which cannot perform this function.³ UNCITRAL recognises that this disparity has restricted the global growth of seamless door-to-door multimodal transportation, hindered access to trade finance, created cashflow problems for businesses and limited opportunities in landlocked regions for cross border trade.⁴ The Convention seeks to establish a uniform legal framework for the issuance, transfer and legal effects of negotiable cargo documents (NCDs) which will function as a negotiable document of title across all modes of transport in a multimodal or unimodal context.⁵

Similar to a Bill of Lading, an NCD holder will acquire the right to delivery of the goods at destination, the right of disposal, and the right to bring a claim against the transport operator.⁶ However, NCDs will not regulate the underlying transport contract or the liability of the parties for loss or damage to goods.⁷ The Convention explicitly states that it does not modify the rights and obligations of the transport operator, consignor and consignee and their liability under applicable international conventions or national law governing the transport contract.⁸

The Convention is designed as an opt-in framework, providing commercial parties with the option to request or issue an NCD in either paper or electronic form.⁹ This flexibility fits market needs and provides carriers with the option to adopt or exclude NCDs in their own commercial terms.¹⁰ To issue an NCD commercial parties must ensure the NCD contains a conspicuous annotation with reference to the Convention. An NCD can be issued by one of two methods: i) by entering an annotation signed by the transport operator in a transport document; or ii) if no transport document has been issued or if a transport document has been issued but has been subsequently cancelled, then an NCD can issued.¹¹ NCDs must also meet comprehensive information requirements set out in the Convention which include the name and address of the transport operator and consignor, the general nature and condition of the goods, the place and date of taking in charge of the goods by the transport operator, place and date of issuance of the NCD, reference to any transport document, place of delivery, and other standard details commonly found in transport documents.¹² The NCD will be issued when the goods are taken in charge by the transport operator.¹³

Benefits and opportunities

The new legal framework for NCDs offers several benefits and opportunities for all commercial parties in the logistics sector, particularly those involved in multimodal transport.

Global supply chains

By establishing uniform rules for negotiable transport documents across all modes of transport, commercial parties will significantly benefit from a single, standardised document that simplifies global trade, reduces administrative complexity, increases operational efficiency, reduces costs for inland routes and facilitates seamless door-to-door transportation.¹⁴

Legal Certainty

The Convention provides certainty as to the legal effect of NCDs, as well as the rights, obligations and liabilities of the holder of the NCD.¹⁵ This is likely to encourage widespread adoption of NCDs and allow commercial parties to engage in the sale of goods in transit and capitalise on the operational benefits presented to global supply chains. Financial institutions, banks and other stakeholders will also be encouraged to accept such documents as security, increasing access to trade finance and encouraging the sale of goods resulting in greater international trade.¹⁶ The preservation of existing liability regimes also provides certainty for carriers, shippers and freight forwarders in respect of their rights and responsibilities.

Digital transformation

The option to issue NCDs in digital form will enhance data reliability and operational efficiency once the necessary systems are in place, supporting end-to-end digitalisation and innovation in the logistics sector.¹⁷ The integration of digital NCDs into existing operations will allow shippers and carriers to compete more effectively through benefiting from faster document exchange, reduced reliance on paper-based processes, and improved data accuracy allowing for quicker responses to fluctuating market demands.

Opt-in Framework

Commercial parties can opt to use NCDs to address the particular ownership or financing requirements of their trade routes while still relying on the applicable transport liability regimes. Shippers, carriers and freight forwarders are able to choose whether they would like to make use of the Convention, integrate any new practices within their existing operations, and use NCDs on a tailored commercial basis if it is suitable for their business needs.

How HFW can assist

Once the final version of the Convention is adopted by the UN General Assembly, it will be open for signature by member states before domestic implementation. In preparation for the ratification and implementation of the Convention, HFW can assist clients with:

• Assessing the contractual risks, and any liability or compliance considerations of transitioning from traditional transport documents (such as the maritime Bills of Lading, Rail Consignment Notes, or Air Waybills) to NCDs.
• Revising transport contracts to incorporate NCDs or drafting standalone NCDs.
• Drafting new, or revising existing, standard commercial terms to incorporate or exclude NCDs from commercial services.

Additional research undertaken by trainee Skye Reynolds.

Footnotes

1. Draft UN Convention on Negotiable Cargo Documents to modernize and digitize global trade finalized
2. Draft UN Convention on Negotiable Cargo Documents to modernize and digitize global trade finalized
3. Draft UN Convention on Negotiable Cargo Documents to modernize and digitize global trade finalized
4. Draft UN Convention on Negotiable Cargo Documents to modernize and digitize global trade finalized
5. Article 1 and 7 – CN.9/1213 – Draft Convention on negotiable cargo documents
6. Article 7 – CN.9/1213 – Draft Convention on negotiable cargo documents
7. Article 1 – CN.9/1213 – Draft Convention on negotiable cargo documents
8. Article 1 – CN.9/1213 – Draft Convention on negotiable cargo documents
9. Article 3 and Article 12 – CN.9/1213 – Draft Convention on negotiable cargo documents
10. Compilation of comments on the draft convention on negotiable cargo documents
11. Article 3(1)-(2) – CN.9/1213 – Draft Convention on negotiable cargo documents
12. Article 4(1) – CN.9/1213 – Draft Convention on negotiable cargo documents
13. Article 3(4) – CN.9/1213 – Draft Convention on negotiable cargo documents
14. Shaping the Future: The Impact of Negotiable Cargo Documents on Trade Finance, Regional Connectivity and Digital Evolution | United Nations Commission On International Trade Law
15. Preamble – CN.9/1213 – Draft Convention on negotiable cargo documents
16. UN Commission on International Trade Law: Negotiable Cargo Documents; Preamble – CN.9/1213 – Draft Convention on negotiable cargo documents
17. Preamble – CN.9/1213 – Draft Convention on negotiable cargo documents