CISG CONVENTION ON INTERNATIONAL SALES CONTRACTS
The CISG Convention (United Nations Convention on Contracts for the International Sale of Goods - Vienna, 11 April 1980) has been recognized as the most successful attempt to unify a broad area of commercial law at the international level.
The rights of buyers and sellers in an International Sale Contract are governed either by national comercial law (usually, the law of either the seller or the buyer´s domicile), or by this international treaty. CISG Convention provides a unified set of rules on the formation and execution of contracts for the international sale of goods. More than 80 countries have ratified the CISG, including more of the major trading nations.
The CISG governs international sales contracts if (1) both parties are located in Contracting States, or (2) private international law leads to the application of the law of a Contracting State (although, as permitted by the CISG (article 95), several Contracting States have declared that they are not bound by the latter ground). The autonomy of the parties to international sales contracts is a fundamental theme of the Convention: the parties can, by agreement, derogate from virtually any CISG rule, or can exclude the applicability of the CISG entirely in favor of other law. When the Convention applies, it does not govern every issue that can arise from an international sales contract: for example, issues concerning the validity of the contract or the effect of the contract on the property in (ownership of) the goods sold are, as expressly provided in the CISG, beyond the scope of the Convention, and are left to the law applicable by virtue of the rules of private international law (article 4). Questions concerning matters governed by the Convention but that are not expressly addressed therein are to be settled in conformity with the general principles of the CISG or, in the absence of such principles, by reference to the law applicable under the rules of private international law.
The CISG is composed of 101 brief articles (the entire document can be printed on 20 pages). Among the many significant provisions of the CISG are those addressing the following matters:
- Interpretation of the parties’ agreement;
- The role of practices established between the parties, and of international usages;
- The features, duration and revocability of offers;
- The manner, timing and effectiveness of acceptances of offers;
- The effect of attempts to add or change terms in an acceptance;
- Modifications to international sales contracts;
- The seller’s obligations with respect to the quality of the goods as well as the time and place for delivery;
- The place and date for payment;
- The buyer’s obligations to take delivery, to examine delivered goods, and to give notice of any claimed lack of conformity;
- The buyer’s remedies for breach of contract by the seller, including rights to demand delivery, to require repair or replacement of non-conforming goods, to avoid the contract, to recover damages, and to reduce the price for non-conforming goods;
- The seller’s remedies for breach of contract by the buyer, including rights to require the buyer to take delivery and/or pay the price, to avoid the contract, and to recover damages;
- Passing of risk in the goods sold;
- Anticipatory breach of contract;
- Exemption from liability for failure to perform, including force majeure;
The CISG is sometimes said to be more favourable to buyers and to parties in developing countries than to sellers or parties in industrialized countries. Nonetheless, the CISG is undeniably a landmark document which plays a central role in international commerce. It is sufficiently and balanced that more and more parties are likely to turn to it as an alternative to protracted negotiating contracts in which each side seeks to impose its own domestic law.