United Nations Convention on Contracts for the International Sale of Goods in United States
United Nations Convention on Contracts for the International Sale of Goods
THE STATES PARTIES TO THIS CONVENTION,
BEARING IN MIND the broad objectives in the resolutions adopted by the
sixth special session of the General Assembly of the United Nations on the
establishment of a New International Economic Order,
CONSIDERING that the development of international trade on the basis of
equality and mutual benefit is an important element in promoting friendly
relations among States,
BEING OF THE OPINION that the adoption of uniform rules which govern
contracts for the international sale of goods and take into account the
different social, economic and legal systems would contribute to the
removal of legal barriers in international trade and promote the
development of international trade,
HAVE DECREED as follows:
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.
Article 18
(1) A statement made by or other conduct of the offeree indicating assent
to an offer is an acceptance. Silence or inactivity does not in itself
amount to acceptance.
(2) An acceptance of an offer becomes effective at the moment the
indication of assent reaches the offeror. An acceptance is not effective if
the indication of assent does not reach the offeror within the time he has
fixed or, if no time is fixed, within a reasonable time, due account being
taken of the circumstances of the transaction, including the rapidity of
the means of communication employed by the offeror. An oral offer must be
accepted immediately unless the circumstances indicate otherwise.
(3) However, if, by virtue of the offer or as a result of practices which
the parties have established between themselves or of usage, the offeree
may indicate assent by performing an act, such as one relating to the
dispatch of the goods or payment of the price, without notice to the
offeror, the acceptance is effective at the moment the act is performed,
provided that the act is performed within the period of time laid down in
the preceding paragraph.
Article 19
(1) A reply to an offer which purports to be an acceptance but contains
additions, limitations or other modifications is a rejection of the offer
and constitutes a counter-offer.
(2) However, a reply to an offer which purports to be an acceptance but
contains additional or different terms which do not materially alter the
terms of the offer constitutes an acceptance, unless the offeror, without
undue delay, objects orally to the discrepancy or dispatches a notice to
that effect. If he does not so object, the terms of the contract are the
terms of the offer with the modifications contained in the acceptance.
(3) Additional or different terms relating, among other things, to the
price, payment, quality and quantity of the goods, place and time of
delivery, extent of one party’s liability to the other or the settlement of
disputes are considered to alter the terms of the offer materially.
Article 20
(1) A period of time for acceptance fixed by the offeror in a telegram or a
letter begins to run from the moment the telegram is handed in for dispatch
or from the date shown on the letter or, if no such date is shown, from the
date shown on the envelope. A period of time for acceptance fixed by the
offeror by telephone, telex or other means of instantaneous communication,
begins to run from the moment that the offer reaches the offeree.
(2) Official holidays or non-business days occurring during the period for
acceptance are included in calculating the period. However, if a notice of
acceptance cannot be delivered at the address of the offeror on the last
day of the period because that day falls on an official holiday or a
non-business day at the place of business of the offeror, the period is
extended until the first business day which follows.
Article 21
(1) A late acceptance is nevertheless effective as an acceptance if without
delay the offeror orally so informs the offeree or dispatches a notice to
that effect.
(2) If a letter or other writing containing a late acceptance shows that it
has been sent in such circumstances that if its transmission had been
normal it would have reached the offeror in due time, the late acceptance
is effective as an acceptance unless, without delay, the offeror orally
informs the offeree that he considers his offer as having lapsed or
dispatches a notice to that effect.
Article 22
An acceptance may be withdrawn if the withdrawal reaches the offeror before
or at the same time as the acceptance would have become effective.
Article 23
A contract is concluded at the moment when an acceptance of an offer
becomes effective in accordance with the provisions of this Convention.
Article 24
For the purposes of this Part of the Convention, an offer, declaration of
acceptance or any other indication of intention “reaches” the addressee
when it is made orally to him or delivered by any other means to him
personally, to his place of business or mailing address or, if he does not
have a place of business or mailing address, to his habitual residence.
PART III
SALE OF GOODS
Chapter I
GENERAL PROVISIONS
Article 25
A breach of contract committed by one of the parties is fundamental if it
results in such detriment to the other party as substantially to deprive
him of what he is entitled to expect under the contract, unless the party
in breach did not foresee and a reasonable person of the same kind in the
same circumstances would not have foreseen such a result.
Article 26
A declaration of avoidance of the contract is effective only if made by
notice to the other party.
Article 27
Unless otherwise expressly provided in this Part of the Convention, if any
notice, request or other communication is given or made by a party in
accordance with this Part and by means appropriate in the circumstances, a
delay or error in the transmission of the communication or its failure to
arrive does not deprive that party of the right to rely on the
communication.
Article 28
If, in accordance with the provisions of this Convention, one party is
entitled to require performance of any obligation by the other party, a
court is not bound to enter a judgement for specific performance unless the
court would do so under its own law in respect of similar contracts of sale
not governed by this Convention.
Article 29
(1) A contract may be modified or terminated by the mere agreement of the
parties.
(2) A contract in writing which contains a provision requiring any
modification or termination by agreement to be in writing may not be
otherwise modified or terminated by agreement. However, a party may be
precluded by his conduct from asserting such a provision to the extent that
the other party has relied on that conduct.
Chapter II
OBLIGATIONS OF THE SELLER
Article 30
The seller must deliver the goods, hand over any documents relating to them
and transfer the property in the goods, as required by the contract and
this Convention.
Section I. Delivery of the goods and handing over of documents
Article 31
If the seller is not bound to deliver the goods at any other particular
place, his obligation to deliver consists:
(a) if the contract of sale involves carriage of the goods – in handing
the goods over to the first carrier for transmission to the buyer;
(b) if, in cases not within the preceding subparagraph, the contract
related to specific goods, or unidentified goods to be drawn from a
specific stock or to be manufactured or produced, and at the time of
the conclusion of the contract the parties knew that the goods were
at, or were to be manufactured or produced at, a particular place –
in placing the goods at the buyer’s disposal at that place;
(c) in other cases – in placing the goods at the buyer’s disposal at the
place where the seller had his place of business at the time of the
conclusion of the contract.
Article 32
(1) If the seller, in accordance with the contract or this Convention,
hands the goods over to a carrier and if the goods are not clearly
identified to the contract by markings on the goods, by shipping documents
or otherwise, the seller must give the buyer notice of the consignment
specifying the goods.
(2) If the seller is bound to arrange for carriage of the goods, he must
make such contracts as are necessary for carriage to the place fixed by
means of transportation appropriate in the circumstances and according to
the usual terms for such transportation.
(3) If the seller is not bound to effect insurance in respect of the
carriage of the goods, he must, at the buyer’s request, provide him with
all available information necessary to enable him to effect such insurance.
Article 33
The seller must deliver the goods:
(a) if a date is fixed by or determinable from the contract, on that
date;
(b) if a period of time is fixed by or determinable from the contract, at
any time within that period unless circumstances indicate that the
buyer is to choose a date; or
(c) in any other case, within a reasonable time after the conclusion of
the contract.
Article 34
If the seller is bound to hand over documents relating to the goods, he
must hand them over at the time and place and in the form required by the
contract. If the seller has handed over documents before that time, he may,
up to that time, cure any lack of conformity in the documents, if the
exercise of this right does not cause the buyer unreasonable inconvenience
or unreasonable expense. However, the buyer retains any right to claim
damages as provided for in this Convention.
Section II. Conformity of the goods and third party claims
Article 35
(1) The seller must deliver goods which are of the quantity, quality and
description required by the contract and which are contained or packaged in
the manner required by the contract.
(2) Except where the parties have agreed otherwise, the goods do not
conform with the contract unless they:
(a) are fit for the purposes for which goods of the same description
would ordinarily be used;
(b) are fit for any particular purpose expressly or impliedly made known
to the seller at the time of the conclusion of the contract, except
where the circumstances show that the buyer did not rely, or that it
was unreasonable for him to rely, on the seller’s skill and
judgement;
(c) possess the qualities of goods which the seller has held out to the
buyer as a sample or model;
(d) are contained or packaged in the manner usual for such goods or,
where there is no such manner, in a manner adequate to preserve and
protect the goods.
(3) The seller is not liable under subparagraphs (a) to (d) of the
preceding paragraph for any lack of conformity of the goods if at the time
of the conclusion of the contract the buyer knew or could not have been
unaware of such lack of conformity.
Article 36
(1) The seller is liable in accordance with the contract and this
Convention for any lack of conformity which exists at the time when the
risk passes to the buyer, even though the lack of conformity becomes
apparent only after that time.
(2) The seller is also liable for any lack of conformity which occurs after
the time indicated in the preceding paragraph and which is due to a breach
of any of his obligations, including a breach of any guarantee that for a
period of time the goods will remain fit for their ordinary purpose or for
some particular purpose or will retain specified qualities or
characteristics.
Article 37
If the seller has delivered goods before the date for delivery, he may, up
to that date, deliver any missing part or make up any deficiency in the
quantity of the goods delivered, or deliver goods in replacement of any
non-conforming goods delivered or remedy any lack of conformity in the
goods delivered, provided that the exercise of this right does not cause
the buyer unreasonable inconvenience or unreasonable expense. However, the
buyer retains any right to claim damages as provided for in this
Convention.
Article 38
(1) The buyer must examine the goods, or cause them to be examined, within
as short a period as is practicable in the circumstances.
(2) If the contract involves carriage of the goods, examination may be
deferred until after the goods have arrived at their destination.
(3) If the goods are redirected in transit or redispatched by the buyer
without a reasonable opportunity for examination by him and at the time of
the conclusion of the contract the seller knew or ought to have known of
the possibility of such redirection or redispatch, examination may be
deferred until after the goods have arrived at the new destination.
Article 39
(1) The buyer loses the right to rely on a lack of conformity of the goods
if he does not give notice to the seller specifying the nature of the lack
of conformity within a reasonable time after he has discovered it or ought
to have discovered it.
(2) In any event, the buyer loses the right to rely on a lack of conformity
of the goods if he does not give the seller notice thereof at the latest
within a period of two years from the date on which the goods were actually
handed over to the buyer, unless this time-limit is inconsistent with a
contractual period of guarantee.
Article 40
The seller is not entitled to rely on the provisions of articles 38 and 39
if the lack of conformity relates to facts of which he knew or could not
have been unaware and which he did not disclose to the buyer.
Article 41
The seller must deliver goods which are free from any right or claim of a
third party, unless the buyer agreed to take the goods subject to that
right or claim. However, if such right or claim is based on industrial
property or other intellectual property, the seller’s obligation is
governed by article 42.
Article 42
(1) The seller must deliver goods which are free from any right or claim of
a third party based on industrial property or other intellectual property,
of which at the time of the conclusion of the contract the seller knew or
could not have been unaware, provided that the right or claim is based on
industrial property or other intellectual property:
(a) under the law of the State where the goods will be resold or
otherwise used, if it was contemplated by the parties at the time of
the conclusion of the contract that the goods would be resold or
otherwise used in that State; or
(b) in any other case, under the law of the State where the buyer has his
place of business.
(2) The obligation of the seller under the preceding paragraph does not
extend to cases where:
(a) at the time of the conclusion of the contract the buyer knew or could
not have been unaware of the right or claim; or
(b) the right or claim results from the seller’s compliance with
technical drawings, designs, formulae or other such specifications
furnished by the buyer.
Article 43
(1) The buyer loses the right to rely on the provisions of article 41 or
article 42 if he does not give notice to the seller specifying the nature
of the right or claim of the third party within a reasonable time after he
has become aware or ought to have become aware of the right or claim.
(2) The seller is not entitled to rely on the provisions of the preceding
paragraph if he knew of the right or claim of the third party and the
nature of it.
Article 44
Notwithstanding the provisions of paragraph (1) of article 39 and paragraph
(1) of article 43, the buyer may reduce the price in accordance with
article 50 or claim damages, except for loss of profit, if he has a
reasonable excuse for his failure to give the required notice.
Section III. Remedies for breach of contract by the seller
Article 45
(1) If the seller fails to perform any of his obligations under the
contract or this Convention, the buyer may:
(a) exercise the rights provided in articles 46 to 52;
(b) claim damages as provided in articles 74 to 77.
(2) The buyer is not deprived of any right he may have to claim damages by
exercising his right to other remedies.
(3) No period of grace may be granted to the seller by a court or arbitral
tribunal when the buyer resorts to a remedy for breach of contract.
Article 46
(1) The buyer may require performance by the seller of his obligations
unless the buyer has resorted to a remedy which is inconsistent with this
requirement.
(2) If the goods do not conform with the contract, the buyer may require
delivery of substitute goods only if the lack of conformity constitutes a
fundamental breach of contract and a request for substitute goods is made
either in conjunction with notice given under article 39 or within a
reasonable time thereafter.
(3) If the goods do not conform with the contract, the buyer may require
the seller to remedy the lack of conformity by repair, unless this is
unreasonable having regard to all the circumstances. A request for repair
must be made either in conjunction with notice given under article 39 or
within a reasonable time thereafter.
Article 47
(1) The buyer may fix an additional period of time of reasonable length for
performance by the seller of his obligations.
(2) Unless the buyer has received notice from the seller that he will not
perform within the period so fixed, the buyer may not, during that period,
resort to any remedy for breach of contract. However, the buyer is not
deprived thereby of any right he may have to claim damages for delay in
performance.
Article 48
(1) Subject to article 49, the seller may, even after the date for
delivery, remedy at his own expense any failure to perform his obligations,
if he can do so without unreasonable delay and without causing the buyer
unreasonable inconvenience or uncertainty of reimbursement by the seller of
expenses advanced by the buyer. However, the buyer retains any right to
claim damages as provided for in this Convention.
(2) If the seller requests the buyer to make known whether he will accept
performance and the buyer does not comply with the request within a
reasonable time, the seller may perform within the time indicated in his
request. The buyer may not, during that period of time, resort to any
remedy which is inconsistent with performance by the seller.
(3) A notice by the seller that he will perform within a specified period
of time is assumed to include a request, under the preceding paragraph,
that the buyer make known his decision.
(4) A request or notice by the seller under paragraph (2) or (3) of this
article is not effective unless received by the buyer.
Article 49
(1) The buyer may declare the contract avoided:
(a) if the failure by the seller to perform any of his obligations under
the contract or this Convention amounts to a fundamental breach of
contract; or
(b) in case of non-delivery, if the seller does not deliver the goods
within the additional period of time fixed by the buyer in accordance
with paragraph (1) of article 47 or declares that he will not deliver
within the period so fixed.
(2) However, in cases where the seller has delivered the goods, the buyer
loses the right to declare the contract avoided unless he does so:
(a) in respect of late delivery, within a reasonable time after he has
become aware that delivery has been made;
(b) in respect of any breach other than late delivery, within a
reasonable time:
(i) after he knew or ought to have known of the breach;
(ii) after the expiration of any additional period of time fixed by
the buyer in accordance with paragraph (1) of article 47, or after
the seller has declared that he will not perform his obligations
within such an additional period; or
(iii) after the expiration of any additional period of time indicated
by the seller in accordance with paragraph (2) of article 48, or
after the buyer has declared that he will not accept performance.
Article 50
If the goods do not conform with the contract and whether or not the price
has already been paid, the buyer may reduce the price in the same
proportion as the value that the goods actually delivered had at the time
of the delivery bears to the value that conforming goods would have had at
that time. However, if the seller remedies any failure to perform his
obligations in accordance with article 37 or article 48 or if the buyer
refuses to accept performance by the seller in accordance with those
articles, the buyer may not reduce the price.
Article 51
(1) If the seller delivers only a part of the goods or if only a part of
the goods delivered is in conformity with the contract, articles 46 to 50
apply in respect of the part which is missing or which does not conform.
(2) The buyer may declare the contract avoided in its entirety only if the
failure to make delivery completely or in conformity with the contract
amounts to a fundamental breach of the contract.
Article 52
(1) If the seller delivers the goods before the date fixed, the buyer may
take delivery or refuse to take delivery.
(2) If the seller delivers a quantity of goods greater than that provided
for in the contract, the buyer may take delivery or refuse to take delivery
of the excess quantity. If the buyer takes delivery of all or part of the
excess quantity, he must pay for it at the contract rate.
Chapter III
OBLIGATIONS OF THE BUYER
Article 53
The buyer must pay the price for the goods and take delivery of them as
required by the contract and this Convention.
Section I. Payment of the price
Article 54
The buyer’s obligation to pay the price includes taking such steps and
complying with such formalities as may be required under the contract or
any laws and regulations to enable payment to be made.
Article 55
Where a contract has been validly concluded but does not expressly or
implicitly fix or make provision for determining the price, the parties are
considered, in the absence of any indication to the contrary, to have
impliedly made reference to the price generally charged at the time of the
conclusion of the contract for such goods sold under comparable
circumstances in the trade concerned.
Article 56
If the price is fixed according to the weight of the goods, in case of
doubt it is to be determined by the net weight.
Article 57
(1) If the buyer is not bound to pay the price at any other particular
place, he must pay it to the seller:
(a) at the seller’s place of business; or
(b) if the payment is to be made against the handing over of the goods or
of documents, at the place where the handing over takes place.
(2) The seller must bear any increases in the expenses incidental to
payment which is caused by a change in his place of business subsequent to
the conclusion of the contract.
Article 58
(1) If the buyer is not bound to pay the price at any other specific time,
he must pay it when the seller places either the goods or documents
controlling their disposition at the buyer’s disposal in accordance with
the contract and this Convention. The seller may make such payment a
condition for handing over the goods or documents.
(2) If the contract involves carriage of the goods, the seller may dispatch
the goods on terms whereby the goods, or documents controlling their
disposition, will not be handed over to the buyer except against payment of
the price.
(3) The buyer is not bound to pay the price until he has had an opportunity
to examine the goods, unless the procedures for delivery or payment agreed
upon by the parties are inconsistent with his having such an opportunity.
Article 59
The buyer must pay the price on the date fixed by or determinable from the
contract and this Convention without the need for any request or compliance
with any formality on the part of the seller.
Section II. Taking delivery
Article 60
The buyer’s obligation to take delivery consists:
(a) in doing all the acts which could reasonably be expected of him in
order to enable the seller to make delivery; and
(b) in taking over the goods.
Section III. Remedies for breach of contract by the buyer
Article 61
(1) If the buyer fails to perform any of his obligations under the contract
or this Convention, the seller may:
(a) exercise the rights provided in articles 62 to 65;
(b) claim damages as provided in articles 74 to 77.
(2) The seller is not deprived of any right he may have to claim damages by
exercising his right to other remedies.
(3) No period of grace may be granted to the buyer by a court or arbitral
tribunal when the seller resorts to a remedy for breach of contract.
Article 62
The seller may require the buyer to pay the price, take delivery or perform
his other obligations, unless the seller has resorted to a remedy which is
inconsistent with this requirement.
Article 63
(1) The seller may fix an additional period of time of reasonable length
for performance by the buyer of his obligations.
(2) Unless the seller has received notice from the buyer that he will not
perform within the period so fixed, the seller may not, during that period,
resort to any remedy for breach of contract. However, the seller is not
deprived thereby of any right he may have to claim damages for delay in
performance.
Article 64
(1) The seller may declare the contract avoided:
(a) if the failure by the buyer to perform any of his obligations under
the contract or this Convention amounts to a fundamental breach of
contract; or
(b) if the buyer does not, within the additional period of time fixed by
the seller in accordance with paragraph (1) of article 63, perform
his obligation to pay the price or take delivery of the goods, or if
he declares that he will not do so within the period so fixed.
(2) However, in cases where the buyer has paid the price, the seller loses
the right to declare the contract avoided unless he does so:
(a) in respect of late performance by the buyer, before the seller has
become aware that performance has been rendered; or
(b) in respect of any breach other than late performance by the buyer,
within a reasonable time:
(i) after the seller knew or ought to have known of the breach; or
(ii) after the expiration of any additional period of time fixed by
the seller in accordance with paragraph (1) or article 63, or after
the buyer has declared that he will not perform his obligations
within such an additional period.
Article 65
(1) If under the contract the buyer is to specify the form, measurement or
other features of the goods and he fails to make such specification either
on the date agreed upon or within a reasonable time after receipt of a
request from the seller, the seller may, without prejudice to any other
rights he may have, make the specification himself in accordance with the
requirements of the buyer that may be known to him.
(2) If the seller makes the specification himself, he must inform the buyer
of the details thereof and must fix a reasonable time within which the
buyer may make a different specification. If, after receipt of such a
communication, the buyer fails to do so within the time so fixed, the
specification made by the seller is binding.
Chapter IV
PASSING OF RISK
Article 66
Loss of or damage to the goods after the risk has passed to the buyer does
not discharge him from his obligation to pay the price, unless the loss or
damage is due to an act or omission of the seller.
Article 67
(1) If the contract of sale involves carriage of the goods and the seller
is not bound to hand them over at a particular place, the risk passes to
the buyer when the goods are handed over to the first carrier for
transmission to the buyer in accordance with the contract of sale. If the
seller is bound to hand the goods over to a carrier at a particular place,
the risk does not pass to the buyer until the goods are handed over to the
carrier at that place. The fact that the seller is authorized to retain
documents controlling the disposition of the goods does not affect the
passage of the risk.
(2) Nevertheless, the risk does not pass to the buyer until the goods are
clearly identified to the contract, whether by markings on the goods, by
shipping documents, by notice given to the buyer or otherwise.
Article 68
The risk in respect of goods sold in transit passes to the buyer from the
time of the conclusion of the contract. However, if the circumstances so
indicate, the risk is assumed by the buyer from the time the goods were
handed over to the carrier who issued the documents embodying the contract
of carriage. Nevertheless, if at the time of the conclusion of the contract
of sale the seller knew or ought to have known that the goods had been lost
or damaged and did not disclose this to the buyer, the loss or damage is at
the risk of the seller.
Article 69
(1) In cases not within articles 67 and 68, the risk passes to the buyer
when he takes over the goods or, if he does not do so in due time, from the
time when the goods are placed at his disposal and he commits a breach of
contract by failing to take delivery.
(2) However, if the buyer is bound to take over the goods at a place other
than a place of business of the seller, the risk passes when delivery is
due and the buyer is aware of the fact that the goods are placed at his
disposal at that place.
(3) If the contract relates to goods not then identified, the goods are
considered not to be placed at the disposal of the buyer until they are
clearly identified to the contract.
Article 70
If the seller has committed a fundamental breach of contract, articles 67,
68 and 69 do not impair the remedies available to the buyer on account of
the breach.
Chapter V
PROVISIONS COMMON TO THE OBLIGATIONS OF THE SELLER AND OF THE BUYER
Section I. Anticipatory breach and instalment contracts
Article 71
(1) A party may suspend the performance of his obligations if, after the
conclusion of the contract, it becomes apparent that the other party will
not perform a substantial part of his obligations as a result of:
(a) a serious deficiency in his ability to perform or in his
creditworthiness; or
(b) his conduct in preparing to perform or in performing the contract.
(2) If the seller has already dispatched the goods before the grounds
described in the preceding paragraph become evident, he may prevent the
handing over of the goods to the buyer even though the buyer holds a
document which entitles him to obtain them. The present paragraph relates
only to the rights in the goods as between the buyer and the seller.
(3) A party suspending performance, whether before or after dispatch of the
goods, must immediately give notice of the suspension to the other party
and must continue with performance if the other party provides adequate
assurance of his performance.
Article 72
(1) If prior to the date for performance of the contract it is clear that
one of the parties will commit a fundamental breach of contract, the other
party may declare the contract avoided.
(2) If time allows, the party intending to declare the contract avoided
must give reasonable notice to the other party in order to permit him to
provide adequate assurance of his performance.
(3) The requirements of the preceding paragraph do not apply if the other
party has declared that he will not perform his obligations.
Article 73
(1) In the case of a contract for delivery of goods by instalments, if the
failure of one party to perform any of his obligations in respect of any
instalment constitutes a fundamental breach of contract with respect to
that instalment, the other party may declare the contract avoided with
respect to that instalment.
(2) If one party’s failure to perform any of his obligations in respect of
any instalment gives the other party good grounds to conclude that a
fundamental breach of contract will occur with respect to future
instalments, he may declare the contract avoided for the future, provided
that he does so within a reasonable time.
(3) A buyer who declares the contract avoided in respect of any delivery
may, at the same time, declare it avoided in respect of deliveries already
made or of future deliveries if, by reason of their interdependence, those
deliveries could not be used for the purpose contemplated by the parties at
the time of the conclusion of the contract.
Section II. Damages
Article 74
Damages for breach of contract by one party consist of a sum equal to the
loss, including loss of profit, suffered by the other party as a
consequence of the breach. Such damages may not exceed the loss which the
party in breach foresaw or ought to have foreseen at the time of the
conclusion of the contract, in the light of the facts and matters of which
he then knew or ought to have known, as a possible consequence of the
breach of contract.
Article 75
If the contract is avoided and if, in a reasonable manner and within a
reasonable time after avoidance, the buyer has bought goods in replacement
or the seller has resold the goods, the party claiming damages may recover
the difference between the contract price and the price in the substitute
transaction as well as any further damages recoverable under article 74.
Article 76
(1) If the contract is avoided and there is a current price for the goods,
the party claiming damages may, if he has not made a purchase or resale
under article 75, recover the difference between the price fixed by the
contract and the current price at the time of avoidance as well as any
further damages recoverable under article 74. If, however, the party
claiming damages has avoided the contract after taking over the goods, the
current price at the time of such taking over shall be applied instead of
the current price at the time of avoidance.
(2) For the purposes of the preceding paragraph, the current price is the
price prevailing at the place where delivery of the goods should have been
made or, if there is no current price at that place, the price at such
other place as serves as a reasonable substitute, making due allowance for
differences in the cost of transporting the goods.
Article 77
A party who relies on a breach of contract must take such measures as are
reasonable in the circumstances to mitigate the loss, including loss of
profit, resulting from the breach. If he fails to take such measures, the
party in breach may claim a reduction in the damages in the amount by which
the loss should have been mitigated.
Section III. Interest
Article 78
If a party fails to pay the price or any other sum that is in arrears, the
other party is entitled to interest on it, without prejudice to any claim
for damages recoverable under article 74.
Section IV. Exemptions
Article 79
(1) A party is not liable for a failure to perform any of his obligations
if he proves that the failure was due to an impediment beyond his control
and that he could not reasonably be expected to have taken the impediment
into account at the time of the conclusion of the contract or to have
avoided or overcome it or its consequences.
(2) If the party’s failure is due to the failure by a third person whom he
has engaged to perform the whole or a part of the contract, that party is
exempt from liability only if:
(a) he is exempt under the preceding paragraph; and
(b) the person whom he has so engaged would be so exempt if the
provisions of that paragraph were applied to him.
(3) The exemption provided by this article has effect for the period during
which the impediment exists.
(4) The party who fails to perform must give notice to the other party of
the impediment and its effect on his ability to perform. If the notice is
not received by the other party within a reasonable time after the party
who fails to perform knew or ought to have known of the impediment, he is
liable for damages resulting from such non-receipt.
(5) Nothing in this article prevents either party from exercising any right
other than to claim damages under this Convention.
Article 80
A party may not rely on a failure of the other party to perform, to the
extent that such failure was caused by the first party’s act or omission.
Section V. Effects of avoidance
Article 81
(1) Avoidance of the contract releases both parties from their obligations
under it, subject to any damages which may be due. Avoidance does not
affect any provision of the contract for the settlement of disputes or any
other provision of the contract governing the rights and obligations of the
parties consequent upon the avoidance of the contract.
(2) A party who has performed the contract either wholly or in part may
claim restitution from the other party of whatever the first party has
supplied or paid under the contract. If both parties are bound to make
restitution, they must do so concurrently.
Article 82
(1) The buyer loses the right to declare the contract avoided or to require
the seller to deliver substitute goods if it is impossible for him to make
restitution of the goods substantially in the condition in which he
received them.
(2) The preceding paragraph does not apply:
(a) if the impossibility of making restitution of the goods or of making
restitution of the goods substantially in the condition in which the
buyer received them is not due to his act or omission;
(b) if the goods or part of the goods have perished or deteriorated as a
result of the examination provided for in article 38; or
(c) if the goods or part of the goods have been sold in the normal course
of business or have been consumed or transformed by the buyer in the
course normal use before he discovered or ought to have discovered
the lack of conformity.
Article 83
A buyer who has lost the right to declare the contract avoided or to
require the seller to deliver substitute goods in accordance with article
82 retains all other remedies under the contract and this Convention.
Article 84
(1) If the seller is bound to refund the price, he must also pay interest
on it, from the date on which the price was paid.
(2) The buyer must account to the seller for all benefits which he has
derived from the goods or part of them:
(a) if he must make restitution of the goods or part of them; or
(b) if it is impossible for him to make restitution of all or part of the
goods or to make restitution of all or part of the goods
substantially in the condition in which he received them, but he has
nevertheless declared the contract avoided or required the seller to
deliver substitute goods.
Section VI. Preservation of the goods
Article 85
If the buyer is in delay in taking delivery of the goods or, where payment
of the price and delivery of the goods are to be made concurrently, if he
fails to pay the price, and the seller is either in possession of the goods
or otherwise able to control their disposition, the seller must take such
steps as are reasonable in the circumstances to preserve them. He is
entitled to retain them until he has been reimbursed his reasonable
expenses by the buyer.
Article 86
(1) If the buyer has received the goods and intends to exercise any right
under the contract or this Convention to reject them, he must take such
steps to preserve them as are reasonable in the circumstances. He is
entitled to retain them until he has been reimbursed his reasonable
expenses by the seller.
(2) If goods dispatched to the buyer have been placed at his disposal at
their destination and he exercises the right to reject them, he must take
possession of them on behalf of the seller, provided that this can be done
without payment of the price and without unreasonable inconvenience or
unreasonable expense. This provision does not apply if the seller or a
person authorized to take charge of the goods on his behalf is present at
the destination. If the buyer takes possession of the goods under this
paragraph, his rights and obligations are governed by the preceding
paragraph.
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.
Article 95
Any State may declare at the time of the deposit of its instrument of
ratification, acceptance, approval or accession that it will not be bound
by subparagraph (1)(b) of article 1 of this Convention.
Article 96
A Contracting State whose legislation requires contracts of sale to be
concluded in or evidenced by writing may at any time make a declaration in
accordance with article 12 that 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 that State.
Article 97
(1) Declarations made under this Convention at the time of signature are
subject to confirmation upon ratification, acceptance or approval.
(2) Declarations and confirmations of declarations are to be in writing and
be formally notified to the depositary.
(3) A declaration takes effect simultaneously with the entry into force of
this Convention in respect of the State concerned. However, a declaration
of which the depositary receives formal notification after such entry into
force takes effect on the first day of the month following the expiration
of six months after the date of its receipt by the depositary. Reciprocal
unilateral declarations under article 94 take effect on the first day of
the month following the expiration of six months after the receipt of the
latest declaration by the depositary.
(4) Any State which makes a declaration under this Convention may withdraw
it at any time by a formal notification in writing addressed to the
depositary. Such withdrawal is to take effect on the first day of the month
following the expiration of six months after the date of the receipt of the
notification by the depositary.
(5) A withdrawal of a declaration made under article 94 renders
inoperative, as from the date on which the withdrawal takes effect, any
reciprocal declaration made by another State under that article.
Article 98
No reservations are permitted except those expressly authorized in this
Convention.
Article 99
(1) This Convention enters into force, subject to the provisions of
paragraph (6) of this article, on the first day of the month following the
expiration of twelve months after the date of deposit of the tenth
instrument of ratification, acceptance, approval or accession, including an
instrument which contains a declaration made under article 92.
(2) When a State ratifies, accepts, approves or accedes to this Convention
after the deposit of the tenth instrument of ratification, acceptance,
approval or accession, this Convention, with the exception of the Part
excluded, enters into force in respect of that State, subject to the
provisions of paragraph (6) of this article, on the first day of the month
following the expiration of twelve months after the date of the deposit of
its instrument of ratification, acceptance, approval or accession.
(3) A State which ratifies, accepts, approves or accedes to this Convention
and is a party to either or both the Convention relating to a Uniform Law
on the Formation of Contracts for the International Sale of Goods done at
The Hague on 1 July 1964 (1964 Hague Formation Convention) and the
Convention relating to a Uniform Law on the International Sale of Goods
done at The Hague on 1 July 1964 (1964 Hague Sales Convention) shall at the
same time denounce, as the case may be, either or both the 1964 Hague Sales
Convention and the 1964 Hague Formation Convention by notifying the
Government of the Netherlands to that effect.
(4) A State party to the 1964 Hague Sales Convention which ratifies,
accepts, approves or accedes to the present Convention and declares or has
declared under article 52 that it will not be bound by Part II of this
Convention shall at the time of ratification, acceptance, approval or
accession denounce the 1964 Hague Sales Convention by notifying the
Government of the Netherlands to that effect.
(5) A State party to the 1964 Hague Formation Convention which ratifies,
accepts, approves or accedes to the present Convention and declares or has
declared under article 92 that it will not be bound by Part III of this
Convention shall at the time of ratification, acceptance, approval or
accession denounce the 1964 Hague Formation Convention by notifying the
Government of the Netherlands to that effect.
(6) For the purpose of this article, ratifications, acceptances, approvals
and accessions in respect of this Convention by States parties to the 1964
Hague Formation Convention or to the 1964 Hague Sales Convention shall not
be effective until such denunciations as may be required on the part of
those States in respect of the latter two Conventions have themselves
become effective. The depositary of this Convention shall consult with the
Government of the Netherlands, as the depositary of the 1964 Conventions,
so as to ensure necessary co-ordination in this respect.
Article 100
(1) This Convention applies to the formation of a contract only when the
proposal for concluding the contract is made on or after the date when the
Convention enters into force in respect of the Contracting States referred
to in subparagraph (1)(a) or the Contracting State referred to in
subparagraph (1)(b) of article 1.
(2) This Convention applies only to contracts concluded on or after the
date when the Convention enters into force in respect of the Contracting
States referred to in subparagraph (1)(a) or the Contracting State referred
to in subparagraph (1)(b) of article 1.
Article 101
(1) A Contracting State may denounce this Convention, or Part II or Part
III of the Convention, by a formal notification in writing addressed to the
depositary.
(2) The denunciation takes effect on the first day of the month following
the expiration of twelve months after the notification is received by the
depositary. Where a longer period for the denunciation to take effect is
specified in the notification, the denunciation takes effect upon the
expiration of such longer period after the notification is received by the
depositary.
DONE at Vienna, this day of eleventh day of April, one thousand nine
hundred and eighty, in a single original, of which the Arabic, Chinese,
English, French, Russian and Spanish texts are equally authentic.
IN WITNESS WHEREOF the undersigned plenipotentiaries, being duly authorized
by their respective Governments, have signed this Convention.
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