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- Preliminary Material
- Preface
- Contents—Summary
- Contents
- List of Contributors
- List of Abbreviations
- Table of Cases
- Argentina
- Australia
- Austria
- Belarus
- Belgium
- Bermuda
- Brasil
- Canada
- Chile
- China
- Czech Republic
- Denmark
- Estonia
- Finland
- France
- Germany
- Greece
- Hungary
- Israel
- Italy
- Latvia
- Lithuania
- Mexico
- Netherlands
- New Zealand
- Poland
- Republic of Korea
- Russia
- Scotland
- Serbia
- Singapore
- Slovak Republic
- Slovenia
- Spain
- Switzerland
- United Kingdom
- United States
- Vietnam
- Arbitral Tribunals
- Court of Justice of the European Communities
- European Court of Human Rights (ECHR)
- Main Text
- United Nations Convention on Contracts for the International Sale of Goods (1980)—Full Text
- Preliminary Material
- Introduction
- Preamble
- Part I Sphere of Application and General Provisions
- Ch.I Sphere of Application
- Introduction to Articles 1–6
- Preliminary Material
- I History
- II General
- III The CISG in State courts
- IV The CISG in arbitration
- V The application of the CISG
- VI Restricting the sphere of application by reservations
- 1 Principle
- 2 Individual reservations
- (a) Non-application of Part II or Part III (Article 92).
- (b) Non-application to individual territorial units (Article 93).
- (c) Non-application between States with the same or related legal systems (Article 94).
- (d) Non-application of Article 1(1)(b) (Article 95).
- (e) Non-application of freedom of form rules (Article 96).
- Article 1
- Preliminary Material
- I History
- II General remarks on Article 1
- III General requirements of Article 1(1)
- IV Specific requirements of Article 1(1)(a): Contracting States
- V Specific requirements of Article 1(1)(b): Conflict of laws rules lead to the law of a Contracting State
- VI Article 1(2): CISG applies only if the internationality of the contract is apparent
- VII Article 1(3): Nationality of the parties or civil or commercial character of the parties or of the contract is irrelevant
- Article 2
- Preliminary Material
- I History
- II General
- III Article 2 in detail
- Article 3
- Article 4
- Preliminary Material
- I History
- II General
- III Matters covered by the Convention (Article 4, sentence 1)
- IV Matters not governed by the Convention (Article 4, sentence 2)
- 1 General
- 2 Issues of validity (Article 4, sentence 2(a))
- 3 Exclusion of property issues (Article 4, sentence 2(b))
- 4 Other matters not covered by the Convention
- Article 5
- Article 6
- Introduction to Articles 1–6
- Ch.II General Provisions
- Article 7
- Preliminary Material
- I History
- II General
- III Interpretation of the Convention (Article 7(1))
- IV Gap-filling (Article 7(2))
- Article 8
- Preliminary Material
- I Subject matter
- II Central ideas of interpretation and supplementation
- III Interpretation according to the intent of a party (Article 8(1))
- IV Interpretation according to a reasonable understanding (Article 8(2))
- V Determination of contract content
- VI Individual questions of interpretation
- 1 Alignment with the subject of the contract
- 2 Interpretation of the contract as a whole
- 3 Good faith is not a guiding principle for interpretation
- 4 Consideration of negotiations and circumstances of contract formation
- 5 Silence and duty to inquire
- 6 Foreseeability and recognition as circumstances
- 7 Usual meaning
- 8 Language risks
- 9 Practices between the parties
- 10 Usages
- 11 Contra proferentem
- 12 Favor negotii and interpretation favouring effect
- 13 Subsequent conduct of the parties
- 14 Favor debitoris?
- VII Treatment of standard terms and conditions
- VIII Procedural considerations
- Article 9
- Article 10
- Article 11
- Preliminary Material
- I History and systematical setting
- II General: functions and principle of freedom from requirements as to form
- III Sphere of application
- IV Superseded rules
- V Agreed requirements as to form
- Article 12
- Article 13
- Article 7
- Ch.I Sphere of Application
- Part II Formation of the Contract
- Introduction to Articles 14–24
- Preliminary Material
- I Scope: Objective agreement and validity
- 1
- 2
- 1 Questions of validity not concerning matters of objective agreement or form
- 2 Control of contractual clauses, in particular standard terms
- 3 Dissent
- 4 Rights of withdrawal
- 5 Incorporation of dispute resolution clauses
- 6 Agreements about ‘opting into’ or ‘opting out of’ the CISG
- II Scope: Other forms of concluding the contract
- III Conclusion of multi-party contracts
- IV Negotiations and pre-contractual duties
- V Conclusion of the contract and its content
- VI Reservation under Article 92
- VII Influence of Part II beyond the scope of the CISG
- Article 14
- Preliminary Material
- I Basic elements
- II Minimum content determined or determinable
- III Indefinite price
- IV Intention to be bound
- V Offers to the public
- VI Conditions precedent and conditions subsequent
- VII Incorporation of standard terms of business
- 38
- 39
- 1 Applicable provisions
- 2 Standard terms as part of the offer
- 3 Making the standard terms’ text available to the offeree
- 4 Time of offeree’s awareness
- 5 Languages and standard terms’ text
- 6 Incorporation of standard terms into offer according to Articles 8(3), 9
- 7 Acceptance of the offer
- 8 Burden of proof
- Article 15
- Article 16
- Preliminary Material
- I The problem and the solution adopted
- II Exercise of the right to revoke; limits on the right (Article 16(1))
- III The binding nature of the offer (Article 16(2))
- IV Consequences of revocability or of revocation being barred; remedies under domestic law
- Article 17
- Article 18
- Preliminary Material
- I Outline
- II Acceptance
- III Effectiveness of a declaration of acceptance
- IV Whether there is a duty to give notice of acceptance
- Article 19
- Preliminary Material
- I Outline
- II Materially different terms
- III Immaterially different terms
- IV Conflicting standard terms (‘battle of the forms’)
- 1 Problem
- 2 Proposed solutions
- 3 Preferable solution
- Article 20
- Article 21
- Preliminary Material
- I Outline
- II Article 21(1)
- 1 Late acceptance
- 2 Conclusion of a contract despite late acceptance
- 3 Contrary agreement
- III Delay in transmission, Article 21(2)
- IV Specific issues
- Article 22
- Article 23
- Article 24
- Preliminary Material
- I Function and origin of the rule
- II Declarations to which Article 24 applies
- III When an oral declaration ‘reaches’ the addressee
- IV When declarations delivered by ‘other means’ ‘reach’ the addressee
- V Foreign languages
- VI Abuse of rights: Addressee preventing receipt
- VII Burden of proof
- Introduction to Articles 14–24
- Part III Sale of Goods
- Ch.I General Provisions
- Article 25
- Preliminary Material
- I Outline and history
- II General; functions of a ‘fundamental breach of contract’
- III Preconditions of a ‘fundamental breach of contract’
- IV Specific cases
- 1 Breach of the seller’s obligations
- (a) Non-delivery of goods.
- (b) Late delivery of goods.
- (c) Failure to deliver in full.
- (d) Delivery of non-conforming goods.
- (e) Non-conforming documents.
- 2 Breach of the buyer’s obligations
- 3 Breach of other (ancillary) obligations
- 1 Breach of the seller’s obligations
- Article 26
- Article 27
- Article 28
- Preliminary Material
- I General
- II Preconditions for application of Article 28
- III Legal consequence: rejection of the action for performance
- IV Not excludable by mutual consent
- Article 29
- Preliminary Material
- I Modification or termination of contracts (Article 29(1))
- II Agreements as to form (Article 29(2), sentence 1)
- III Abuse of rights (Article 29(2), sentence 2)
- IV Burden of proof
- Article 25
- Ch.II Obligations of the Seller
- Article 30
- s.I Delivery of the Goods and Handing Over of Documents
- Article 31
- Preliminary Material
- I Subject matter and function
- II Article 31(a): Delivery by handing the goods over to the carrier
- III Article 31(b) and (c): Delivery by placing the goods at the buyer’s disposal
- IV Agreement to deliver at ‘any other particular place’
- V Costs and licences
- VI Jurisdiction of the courts for the place of performance
- Article 32
- Preliminary Material
- I Subject matter and function
- II Duty to give notice of consignment (Article 32(1))
- III Duty to conclude the contract of carriage (Article 32(2))
- IV Duty to provide information for the purpose of effecting insurance (Article 32(3))
- Article 33
- Article 34
- Article 31
- s.II Conformity of the Goods and Third Party Claims
- Article 35
- Preliminary Material
- I History
- II General
- III Requirements for conformity
- IV Exclusion of liability
- V Remedies
- VI Questions of proof
- Article 36
- Article 37
- Article 38
- Article 39
- Article 40
- Article 41
- Preliminary Material
- I History
- II Transfer of title and acquisition in good faith or free from encumbrances
- III Requirements for liability for defects in title
- IV Exclusion of liability for defects in title
- V Remedies
- VI Burden of proof
- Article 42
- Preliminary Material
- I History
- II Existence of industrial or intellectual property rights
- III Requirements for liability
- IV Exclusion of liability
- V Remedies
- VI Burden of proof
- Article 43
- Article 44
- Preliminary Material
- I Subject matter and purpose of the rule
- II Reasonable excuse
- III Consequences
- IV Burden of proof
- Article 35
- s.III Remedies for Breach of Contract by the Seller
- Article 45
- Preliminary Material
- I Subject matter and function of Article 45
- II Seller’s failure to perform an obligation (Article 45(1))
- III Remedies under Articles 46–52 (Article 45(1)(a))
- IV Damages (Article 45(1)(b) and (2))
- V No period of grace allowed (Article 45(3))
- VI Concurrent domestic remedies
- VII Limitation
- VIII Jurisdiction of the place of performance
- IX Exclusion of liability
- Article 46
- Preliminary Material
- I Subject matter and principle of Article 46
- II The general right to require performance (Article 46(1))
- III The right to require delivery of substitute goods (Article 46(2))
- 1 Sphere of application
- 2 Concept of delivery of substitute goods
- 3 Lack of conformity of the goods sold
- 4 Fundamental breach of contract
- 5 Time limit for assertion of the claim to delivery of substitute goods and place for such delivery
- 6 Return of non-conforming goods
- 7 Seller’s choice between delivery of substitute goods and repair
- 8 Legal consequences
- IV The right to require repair (Article 46(3))
- V Derogatory agreements
- Article 47
- Article 48
- Preliminary Material
- I Subject matter and principle of Article 48
- II Right to remedy a failure to perform (Article 48(1), sentence 1)
- III Right to remedy a failure to perform following buyer’s failure to respond to the seller’s request (Article 48(2) to (4))
- 1 Request that the buyer make known his willingness to accept performance by the time indicated (Article 48(2))
- 2 Notice of willingness to perform within a specified period of time without a request that the buyer make known his position (Article 48(3))
- 3 Notice must reach the buyer (Article 48(4))
- 4 Seller’s declaration crossing with that of buyer
- IV Derogatory agreements
- Article 49
- Preliminary Material
- I Subject matter and underlying principle of Article 49
- II Preconditions of the right to avoid the contract (1): Fundamental breach of contract (Article 49(1)(a))
- III Preconditions of the right to avoid the contract (2): Additional period of time fixed for delivery (Article 49(1)(b))
- IV Declaration of avoidance of the contract
- V Period within which a declaration must be made (1): Late delivery (Article 49(2)(a))
- VI Period within which a declaration must be made (2): Other breaches of contract (Article 49(2)(b))
- 1 Principle
- 2 Declaration within a reasonable time
- 3 Beginning of the period
- (a) Buyer knew or ought to have known (Article 49(2)(b)(i)).
- (b) Expiration of an additional period fixed by the buyer and seller’s refusal to perform (Article 49(2)(b)(ii))
- (c) Expiration of the period within which a declaration must be made under Article 48(2) and rejection of performance (Article 49(2)(b)(iii)).
- VII Legal consequences
- VIII Derogatory agreements
- Article 50
- Article 51
- Article 52
- Article 45
- Ch.III Obligations of the Buyer
- Article 53
- Preliminary Material
- I Subject matter
- II The buyer’s obligation to pay the purchase price
- 1 Determination of the purchase price
- 2 Currency
- 3 Means of payment
- 4 Place of payment
- 5 Time of payment
- 6 Interest on the due purchase price
- 7 Costs of payment
- 8 Partial payments
- 9 Imputation of payments
- 10 Action for the purchase price
- 11 Foreign exchange control
- 12 Limitation periods
- 13 Application to countertrade
- 14 Assignment and assignability
- 15 Third party payment
- 16 The buyer’s obligation to provide security
- III The buyer’s obligation to take delivery of the goods
- IV Other obligations of the buyer
- V The seller’s remedies for breach of contract by the buyer
- VI Burden of proof
- s.I Payment of the Price
- Article 54
- Article 55
- Preliminary Material
- I Subject matter
- II Open price contracts
- 1 Contract formation—purchase price neither determined nor determinable
- 4
- (a) Parties intended to conclude an open price contract.
- (b) Parties (partly) performed the contract despite the open price.
- (c) Parties concluded a contract by means other than by offer and acceptance.
- (d) Failure of (one of) the parties or a third party to determine the price.
- (e) CISG part II reservation.
- (f) Article 55 as a means of interpretation of implicit price terms.
- 2 Validity
- 3 Exclusion of rights under domestic law to unilaterally determine the price
- 1 Contract formation—purchase price neither determined nor determinable
- III Price determination
- IV Burden of proof
- Article 56
- Article 57
- Preliminary Material
- I Subject matter
- II Contractual place of payment
- III Payment against goods or documents at the place of exchange, Article 57(1)(b)
- 1 Sphere of application—concurrent performance by the parties
- 2 Payment against goods or documents, Article 58(1)
- 3 Contract involving carriage of goods or goods in transit if seller dispatches the goods on terms pursuant to which the goods or documents will only be handed over against payment, Article 58(2)
- 4 Contract involving goods stored in a third party warehouse
- IV Payment at the seller’s place of business, Article 57(1)(a)
- 1 Sphere of application—advance performance by one of the parties
- 2 Open account payment
- 3 Contract involving carriage of goods or goods in transit or goods in a third party warehouse if seller does not dispatch the goods on terms pursuant to which the goods or documents will only be handed over against payment
- 4 Change of seller’s place of business, Article 57(2)
- V Discharge of payment obligation— risk of loss and delay of payment
- VI Assignment of the claim for the purchase price— effects on the place of payment
- VII International jurisdiction at the place of payment
- VIII Place of payment of sums other than the purchase price
- IX Burden of proof
- Article 58
- Preliminary Material
- I Subject matter
- II Contractual time of payment (due date)
- III Simultaneous payment against goods or documents, Article 58(1)
- 7
- 1 Delivery by placing the goods at the buyer’s disposal at the seller’s place of business or the place of storage or production
- 2 Delivery by placing the goods at the buyer’s disposal at his place of business or any other agreed place
- 3 Contract involving carriage of goods
- 4 Goods in transit
- 5 Contract involving goods stored in a third party warehouse
- 6 Payment against documents
- IV Contract involving carriage of goods under the seller’s reservation that the goods or documents are only to be handed over against payment, Article 58(2)
- V Legal consequences resulting from the time of payment
- VI Rights of retention
- VII The buyer’s right to examine the goods before payment, Article 58(3)
- VIII Burden of proof
- Article 59
- s.II Taking Delivery
- s.III Remedies for Breach of Contract by the Buyer
- Article 61
- Preliminary Material
- I Subject matter
- II The buyer’s failure to perform any of his obligations
- III The seller’s remedies
- IV Damages and concurrent remedies, Article 61(2)
- V Exemption from liability, Articles 79, 80
- VI Contractual exclusion of liability
- VII No period of grace, Article 61(3)
- VIII The buyer’s right to set-off
- IX No concurrent remedies under domestic law
- X Limitation periods
- Article 62
- Article 63
- Article 64
- Preliminary Material
- I Subject matter
- II Prerequisites for contract avoidance by the seller, Article 64(1)
- III Time limits on the seller’s right to avoid the contract if the buyer has paid the price, Article 64(2)
- IV Declaration of contract avoidance, Article 26
- V Effects of contract avoidance
- VI Burden of proof
- Article 65
- Preliminary Material
- I Subject matter
- II Prerequisites for the seller’s specification
- III Specification by the seller
- IV Possible restrictions on the seller’s specification
- V The seller’s other remedies
- VI Other possible applications of the general principle behind Article 65
- VII Burden of proof
- Article 61
- Article 53
- Ch.IV Passing of Risk
- Introduction to Articles 66–70
- Article 66
- Article 67
- Article 68
- Article 69
- Preliminary Material
- I History
- II Subject matter
- III Parties in the same place (Article 69(1))
- IV Any other place as place of delivery (Article 69(2))
- V Identification of the goods (Article 69(3))
- VI Questions of proof
- Article 70
- Ch.V Provisions Common to the Obligations of the Seller and of the Buyer
- s.I Anticipatory Breach and Instalment Contracts
- Article 71
- Preliminary Material
- I History
- II Function and scope
- 1 Context
- 2 Purpose of the rule
- 3 Scope of application
- 4 Volume, quantity, and value of the suspended performance
- 5 Effects
- 6 Non-mandatory nature
- III Impending future breach of a substantial part of the contractual duties; prognosis (Article 71(1))
- IV Right to suspend performance
- V Right of stoppage (Article 71(2))
- VI Loss of the right of suspension or stoppage
- VII Claims for damages
- VIII Burden of proof
- Article 72
- Preliminary Material
- I History
- II Function and scope
- III Right of avoidance in case of a future fundamental breach of contract, Article 72(1)
- IV Duty to give notice, Article 72(2)
- V Anticipatory repudiation, Article 72(3)
- VI Right of avoidance; declaration
- VII Damages
- VIII Burden of proof
- Article 73
- Preliminary Material
- I History
- II Function and scope
- III Breach with regard to a single instalment (Article 73(1))
- IV Avoidance with respect to future instalments (Article 73(2))
- V Extension of the right of avoidance by reason of interdependence (Article 73(3))
- VI Distinguishing Article 73 from Article 51
- VII Burden of proof
- Article 71
- s.II Damages
- Article 74
- Article 75
- Article 76
- Article 77
- s.III Interest
- s.IV Exemptions
- Article 79
- Preliminary Material
- I Basic principles
- II Sphere of application of Article 79
- III Conditions for exemption under Article 79(1)
- 1 General requirements
- 2 Specific problem areas
- (a) Natural phenomena and catastrophes.
- (b) State interventions.
- (c) Responsibility for own sphere.
- (d) Liability for own personnel.
- (e) Labour disputes.
- (f) Financial capacity.
- (g) Procurement risk.
- (h) Conformity of the goods and third party rights or claims.
- (i) Economic impossibility.
- (j) ‘Ethical hardship’.
- (k) Utility risk.
- IV Liability for third persons according to Article 79(2)
- V Temporary impediments to performance (Article 79(3))
- VI Duty to inform the promisee (Article 79(4))
- VII Legal consequences of an exemption (Article 79(5))
- VIII Contractual modifications
- IX Burden of proof
- Article 80
- Article 79
- s.V Effects of Avoidance
- Introduction to Articles 81–84
- Article 81
- Preliminary Material
- I History
- II Requirements of avoidance of the contract
- III Effects of avoidance of the contract
- IV Restitution of what has been paid or supplied
- V Burden of proof
- Article 82
- Preliminary Material
- I History
- II Loss of the right to avoid the contract (Article 82(1))
- III Exceptions to the principle (Article 82(2))
- IV Subsequent loss, decrease in value or resale of the goods
- V No application of Article 82 in case of contract avoidance by the seller or by mutual consent
- VI Burden of proof
- Article 83
- Article 84
- Preliminary Material
- I History
- II Purpose of the rule and sphere of application
- III Interest on the purchase price (Article 84(1))
- IV Concomitant equalization of benefits (Article 84(2)(a))
- V Equalization by means of a surrogate (Article 84(2)(b))
- VI Burden of proof
- s.VI Preservation of the Goods
- Introduction to Articles 85–88
- Article 85
- Article 86
- Article 87
- Article 88
- s.I Anticipatory Breach and Instalment Contracts
- Ch.I General Provisions
- Part IV Final Provisions
- United Nations Convention on the Limitation Period in the International Sale of Goods (1974)—Full Text
- Preliminary Material
- I Convention on the Limitation Period in the International Sale of Goods as Amended by the Protocol Amending the Convention on the Limitation Period in the International Sale of Goods
- Convention on the Limitation Period in the International Sale of Goods as Amended by the Protocol Amending the Convention on the Limitation Period in the International Sale of Goods
- II Explanatory Note by the Uncitral Secretariat on the Convention on the Limitation Period in the International Sale of Goods and the Protocol Amending the Convention on the Limitation Period in the International Sale of Goods
- A Scope of Application
- B Duration and Commencement of Limitation Period
- C Cessation and Extension of Limitation Period
- D Overall Limit of Limitation Period
- E Consequences of Expiration of Limitation Period
- F Other Provisions and Final Clauses
- Commentary on the United Nations Convention on the Limitation Period in the International Sale of Goods 1974
- Part I Substantive Provisions
- Preliminary Material
- United Nations Convention on Contracts for the International Sale of Goods (1980)—Full Text