United Nations Convention on Contracts for the International Sale of Goods (CISG) Contracting States
At the United Nations Diplomatic Conference which adopted the Convention on Contracts for the International Sale of Goods, “62 states took part: 22 European and other developed Western states, 11 socialist, 11 South-American, 7 African and 11 Asian countries; in other words, roughly speaking, 22 Western, 11 socialist and 29 third world countries”. Eörsi, 31 Am. J. Comp. L. 335 (1983). All of these “blocs” are represented in the Table of Contracting States. The text the delegates to the Diplomatic Conference unanimously approved came into effect in 1988. Its subsequent ratification pace has been comparable to that of a prior United Nations convention on international commercial law – – on arbitral awards, the 1958 New York Convention. Arbitration is relevant to the UN Convention on Contracts for the International Sale of Goods because a high proportion of all negotiated international sales contracts contain an arbitration clause.
Ratifications of conventions on international commercial law normally proceed at a glacial pace. The New York Arbitral Convention was a notable exception to this rule. The UN Convention on Contracts for the International Sale of Goods is proving to be a similar exception to this rule. If the current trend continues, the UN Convention on Contracts for the International Sale of Goods will in time be subscribed to by over 100 countries.
Contracting States
For at state to adopt the CISG it is required that notification be deposited with the United Nations, after which the Convention will enter into force on the first day of the month following the expiration of twelve months after the date of the deposit of notification, being either an instrument of ratification, acceptance, approval or accession according to CISG article 99(2). See also the annotated text of article 99.
As of 15 February 2017, UNCITRAL and UN reports that 85 States have adopted the CISG. Costa Rica is preparing the adoption of the Convention, but has not yet deposited the necessary notification with the UN required for the Convention to enter into force. Ghana and Venezuela never adopted the Convention, though they are original signatories to it.
Certain countries have adopted the CISG subject to authorized declarations and others have accompanied their acceptances with interpretive comments which is a procedure not authorized by the CISG.
Application of the UN Convention on Contracts for the International Sale of Goods
For parties with their relevant places of business in different Contracting States, where their contract falls within the scope of the UN Convention on Contracts for the International Sale of Goods, the contract is automatically governed by the United Nations Convention, unless the parties indicate otherwise. In other words, where without reference to the UN Convention on Contracts for the International Sale of Goods, the parties state that the contract is governed by the law of a Contracting State (e.g., parties from India and the France state, “This contract shall be governed by the law of New Delhi”) or the applicable law so holds, the contract is likely to be governed by the Convention on Contracts for the International Sale of Goods. For parties to such international sales transactions who do not wish to have them governed by the CISG, the recommended procedure is to so state in their contracts.
The same may also apply when only one of the parties has his relevant place of business in a Contracting State if the applicable domestic law regards the law of that Contracting State as the governing law. This is subject to Article 95 of the UN Convention on Contracts for the International Sale of Goods.
In these two cases — contracting parties from different Contracting States, and a contract between a party from a Contracting State and a party from a non-Contracting State — the relevant UN Convention on Contracts for the International Sale of Goods provisions are Articles 1(1)(a), 1(1)(b) and 95.
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