{Preamble}
PART
I - Sphere of Application and General Provisions
Chapter I - Sphere of Application (Articles 1 – 13)
PART II -
Formation of the Contract (Articles 14 – 24)
PART III - Sale of Goods
Chapter I - General Provisions (Articles 25 – 29)
Chapter II - Obligations of the Seller (Article 30)
Section I - Delivery of the goods and handing over of documents (Articles
31 - 34)
Section II - Conformity of the goods and third party claims (Articles
35 - 44)
Section III - Remedies for breach of contract by the seller (Articles
45 - 52)
Chapter III - Obligations of the Buyer (Article 53)
Section I - Payment of the price (Articles 54 – 59)
Section II - Taking delivery (Article 60)
Section III - Remedies for breach of contract by the buyer (Articles
61 - 65)
Chapter IV - Passing of Risk (Articles 66 - 70)
Chapter V - Provisions Common to the Obligations of the Seller and
of the Buyer
Section I - Anticipatory breach and instalment contracts (Articles
71 – 73)
Section II - Damages (Articles 74 – 77)
Section III - Interest (Article 78)
Section IV - Exemptions (Articles 79 - 80)
Section V - Effects of avoidance (Articles 81 – 84)
Section VI - Preservation of the goods (Articles 85 - 88)
PART IV - Final Provisions
(Articles 89 – 101)
{Post Provisions}
{Post Clauses (If any: Signed; Witnessed; Done; Authentic Texts;
& Deposited Clauses)}
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:
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.
(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.
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.
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.