United Nations Convention on Contracts for the International Sale of Goods

Article 87

A party who is bound to take steps to preserve the goods may deposit them
in a warehouse of a third person at the expense of the other party provided
that the expense incurred is not unreasonable.

Article 88

(1) A party who is bound to preserve the goods in accordance with article
85 or 86 may sell them by any appropriate means if there has been an
unreasonable delay by the other party in taking possession of the goods or
in taking them back or in paying the price or the cost of preservation,
provided that reasonable notice of the intention to sell has been given to
the other party.

(2) If the goods are subject to rapid deterioration or their preservation
would involve unreasonable expense, a party who is bound to preserve the
goods in accordance with article 85 or 86 must take reasonable measures to
sell them. To the extent possible he must give notice to the other party of
his intention to sell.

(3) A party selling the goods has the right to retain out of the proceeds
of sale an amount equal to the reasonable expenses of preserving the goods
and of selling them. He must account to the other party for the balance.

PART IV

FINAL PROVISIONS

Article 89

The Secretary-General of the United Nations is hereby designated as the
depositary for this Convention.

Article 90

This Convention does not prevail over any international agreement which has
already been or may be entered into and which contains provisions
concerning the matters governed by this Convention, provided that the
parties have their places of business in States parties to such agreement.

Article 91

(1) This Convention is open for signature at the concluding meeting of the
United Nations Conference on Contracts for the International Sale of Goods
and will remain open for signature by all States at the Headquarters of the
United Nations, New York until 30 September 1981.

(2) This Convention is subject to ratification, acceptance or approval by
the signatory States.

(3) This Convention is open for accession by all States which are not
signatory States as from the date it is open for signature.

(4) Instruments of ratification, acceptance, approval and accession are to
be deposited with the Secretary-General of the United Nations.

Article 92

(1) A Contracting State may declare at the time of signature, ratification,
acceptance, approval or accession that it will not be bound by Part II of
this Convention or that it will not be bound by Part III of this
Convention.

(2) A Contracting State which makes a declaration in accordance with the
preceding paragraph in respect of Part II or Part III of this Convention is
not to be considered a Contracting State within paragraph (1) of article 1
of this Convention in respect of matters governed by the Part to which the
declaration applies.

Article 93

(1) If a Contracting State has two or more territorial units in which,
according to its constitution, different systems of law are applicable in
relation to the matters dealt with in this Convention, it may, at the time
of signature, ratification, acceptance, approval or accession, declare that
this Convention is to extend to all its territorial units or only to one or
more of them, and may amend its declaration by submitting another
declaration at any time.

(2) These declarations are to be notified to the depositary and are to
state expressly the territorial units to which the Convention extends.

(3) If, by virtue of a declaration under this article, this Convention
extends to one or more but not all of the territorial units of a
Contracting State, and if the place of business of a party is located in
that State, this place of business, for the purposes of this Convention, is
considered not to be in a Contracting State, unless it is in a territorial
unit to which the Convention extends.

(4) If a Contracting State makes no declaration under paragraph (1) of this
article, the Convention is to extend to all territorial units of that
State.

Article 94

(1) Two or more Contracting States which have the same or closely related
legal rules on matters governed by this Convention may at any time declare
that the Convention is not to apply to contracts of sale or to their
formation where the parties have their places of business in those States.
Such declarations may be made jointly or by reciprocal unilateral
declarations.

(2) A Contracting State which has the same or closely related legal rules
on matters governed by this Convention as one or more non-Contracting
States may at any time declare that the Convention is not to apply to
contracts of sale or to their formation where the parties have their places
of business in those States.

(3) If a State which is the object of a declaration under the preceding
paragraph subsequently becomes a Contracting State, the declaration made
will, as from the date on which the Convention enters into force in respect
of the new Contracting State, have the effect of a declaration made under
paragraph (1), provided that the new Contracting State joins in such
declaration or makes a reciprocal unilateral declaration.

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