United Nations Convention on Contracts for the International Sale of Goods

Legal Materials

The text of the CISG is published with supporting information by the United Nations Audiovisual Library which includes summary, legal instruments, documents, bibliography, procedural history, status (select “Historic Archives” and then “List of Instruments”). Pace Law School also provides the text of the CISG which includes legislative history, case law, scholarly articles, definitions of special terms.

Uniform Law

A Convention on Contracts for the International Sale of Goods (CISG) was approved in 1980 at a diplomatic conference in Vienna. (A convention is a preliminary agreement that serves as the basis for a formal treaty.) The Convention has been adopted by several countries, including the United States.

The Convention, an international body of contract law, is significant for three reasons:

• First, the Convention is a uniform law governing the sale of goods—in effect, an international Uniform Commercial Code. The major goal of the drafters was to produce a uniform law acceptable to countries with different legal, social and economic systems.
• Second, although provisions in the Convention are generally consistent with the (United States) Uniform Commercial Code, there are significant differences. For instance, under the Convention, consideration (discussed below) is not required to form a contract and there is no Statute of Frauds (a requirement that some contracts be evidenced by a writing to be enforceable—also discussed below).
• Finally, the Convention represents the first attempt by the US Senate to reform the private law of business through its treaty powers, for the Convention preempts the Uniform Commercial Code if the parties to a contract elect to use the United Nations Convention on Contracts for the International Sale of Goods. (1)

Text

PART I

SPHERE OF APPLICATION AND GENERAL PROVISIONS

Chapter I

SPHERE OF APPLICATION

Article 1

(1) This Convention applies to contracts of sale of goods between parties
whose places of business are in different States:

(a) when the States are Contracting States; or

(b) when the rules of Private International Law lead to the application
of the law of a Contracting State.

(2) The fact that the parties have their places of business in different
States is to be disregarded whenever this fact does not appear either from
the contract or from any dealings between, or from information disclosed
by, the parties at any time before or at the conclusion of the contract.

(3) Neither the nationality of the parties nor the civil or commercial
character of the parties or of the contract is to be taken into
consideration in determining the application of this Convention.

Article 2

This Convention does not apply to sales:

(a) of goods bought for personal, family or household use, unless the
seller, at any time before or at the conclusion of the contract,
neither knew nor ought to have known that the goods were bought for
any such use;

(b) by auction;

(c) on execution or otherwise by authority of law;

(d) of stocks, shares, investment securities, negotiable instruments or
money;

(e) of ships, vessels, hovercraft or aircraft;

(f) of electricity.

Article 3

(1) Contracts for the supply of goods to be manufactured or produced are to
be considered sales unless the party who orders the goods undertakes to
supply a substantial part of the materials necessary for such manufacture
or production.

(2) This Convention does not apply to contracts in which the preponderant
part of the obligations of the party who furnishes the goods consists in
the supply of labour or other services.

Article 4

This Convention governs only the formation of the contract of sale and the
rights and obligations of the seller and the buyer arising from such a
contract. In particular, except as otherwise expressly provided in this
Convention, it is not concerned with:

(a) the validity of the contract or of any of its provisions or of any
usage;

(b) the effect which the contract may have on the property in the goods
sold.

Article 5

This Convention does not apply to the liability of the seller for death or
personal injury caused by the goods to any person.

Article 6

The parties may exclude the application of this Convention or, subject to
article 12, derogate from or vary the effect of any of its provisions.

Chapter II

GENERAL PROVISIONS

Article 7

(1) In the interpretation of this Convention, regard is to be had to its
international character and to the need to promote uniformity in its
application and the observance of good faith in international trade.

(2) Questions concerning matters governed by this Convention which are not
expressly settled in it are to be settled in conformity with the general
principles on which it is based or, in the absence of such principles, in
conformity with the law applicable by virtue of the rules of private
international law.

Article 8

(1) For the purposes of this Convention statements made by and other
conduct of a party are to be interpreted according to his intent where the
other party knew or could not have been unaware what that intent was.

(2) If the preceding paragraph is not applicable, statements made by and
other conduct of a party are to be interpreted according to the
understanding that a reasonable person of the same kind as the other party
would have had in the same circumstances.

(3) In determining the intent of a party or the understanding a reasonable
person would have had, due consideration is to be given to all relevant
circumstances of the case including the negotiations, any practices which
the parties have established between themselves, usages and any subsequent
conduct of the parties.

Article 9

(1) The parties are bound by any usage to which they have agreed and by any
practices which they have established between themselves.

(2) The parties are considered, unless otherwise agreed, to have impliedly
made applicable to their contract or its formation a usage of which the
parties knew or ought to have known and which in international trade is
widely known to, and regularly observed by, parties to contracts of the
type involved in the particular trade concerned.

Article 10

For the purposes of this Convention:

(a) if a party has more than one place of business, the place of business
is that which has the closest relationship to the contract and its
performance, having regard to the circumstances known to or
contemplated by the parties at any time before or at the conclusion
of the contract;

(b) if a party does not have a place of business, reference is to be made
to his habitual residence.

Article 11

A contract of sale need not be concluded in or evidenced by writing and is
not subject to any other requirement as to form. It may be proved by any
means, including witnesses.

Article 12

Any provision of article 11, article 29 or Part II of this Convention that
allows a contract of sale or its modification or termination by agreement
or any offer, acceptance or other indication of intention to be made in any
form other than in writing does not apply where any party has his place of
business in a Contracting State which has made a declaration under article
96 of this Convention. The parties may not derogate from or vary the effect
or this article.

Article 13

For the purposes of this Convention “writing”includes telegram and telex.

PART II

FORMATION OF THE CONTRACT

Article 14

(1) A proposal for concluding a contract addressed to one or more specific
persons constitutes an offer if it is sufficiently definite and indicates
the intention of the offeror to be bound in case of acceptance. A proposal
is sufficiently definite if it indicates the goods and expressly or
implicitly fixes or makes provision for determining the quantity and the
price.

(2) A proposal other than one addressed to one or more specific persons is
to be considered merely as an invitation to make offers, unless the
contrary is clearly indicated by the person making the proposal.

Article 15

(1) An offer becomes effective when it reaches the offeree.

(2) An offer, even if it is irrevocable, may be withdrawn if the withdrawal
reaches the offeree before or at the same time as the offer.

Article 16

(1) Until a contract is concluded an offer may be revoked if the revocation
reaches the offeree before he has dispatched an acceptance.

(2) However, an offer cannot be revoked:

(a) if it indicates, whether by stating a fixed time for acceptance or
otherwise, that it is irrevocable; or

(b) if it was reasonable for the offeree to rely on the offer as being
irrevocable and the offeree has acted in reliance on the offer.

Article 17

An offer, even if it is irrevocable, is terminated when a rejection reaches
the offeror.

1. “Business and the Legal Environment”, by Don Mayer, Daniel M. Warner and George J. Siedel.

Foreign Laws
International Law
International Trade
Martindale-Hubbell
Treaties
Uniform Commercial Code

Author: international

Mentioned in these Entries

Conventions: Chronological Index 1971-1990, GATS, general average and others, International Commercial Law, International Trade Law Resources, International business arbitration, International commercial arbitration, International trade law0, List of International Business Law Selected Cases, by Subject, Private International Law, Trade and Commercial Relations conventions, Trade law Part 35, United Nations Convention on Contracts for the International Sale of Goods 2, United Nations Convention on Contracts for the International Sale of Goods 3, United Nations Convention on Contracts for the International Sale of Goods 4, United Nations Convention on Contracts for the International Sale of Goods 5, United Nations Convention on Contracts for the International Sale of Goods 6, United Nations Convention on Contracts for the International Sale of Goods 7, United Nations Convention on Contracts for the International Sale of Goods 8, United Nations Convention on Contracts for the International Sale of Goods 9.