The note deals with some central issues for consideration in connection with the preparation of a new international instrument to govern liability arising from the carriage of goods. In 2002, an UNCITRAL Working Group on Transport Law had commenced its deliberations on a "Draft Instrument on Transport Law" (UNCITRAL document A/CN.9/WG.III/WP.21). At the time, the UNCTAD secretariat had prepared an analytical commentary on the Draft Instrument (UNCITRAL document A/CN.9/WG.III/WP.21/Add.1 and UNCTAD document UNCTAD/SDTE/TLB/4). This note, which has been submitted to the UNCITRAL Working Group at its 14th session, is a complement to the earlier UNCTAD commentary and focuses on some central issues which arise for consideration by the Working Group namely (a) freedom of contract, in particular the question of which contracts may be exempt from the mandatory application of the Instrument and (b) liability of the carrier for cargo loss, damage and delay.