{"id":"a-1987-11","name":"Sale of Goods (Vienna Convention) Act 1987","slug":"sale-of-goods-vienna-convention-act-1987","collection":"act","jurisdiction":"act","status":"in_force","isInForce":true,"actNumber":"11 of 1987","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":24316,"registerId":"act-a-1987-11-current","compilationNumber":null,"startDate":"2026-04-01","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Sale of Goods (Vienna Convention) Act 1987","content":"Australian Capital Territory\nSale of Goods (Vienna Convention)\nAct 1987\nA1987-11\nRepublication No 4\nEffective: 12 April 2007\nRepublication date: 12 April 2007\nLast amendment made by A2007-3\nAuthorised by the ACT Parliamentary Counsel\n\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nAbout this republication\nThe republished law\nThis is a republication of the Sale of Goods (Vienna Convention) Act 1987 (including any\namendment made under the Legislation Act 2001, part 11.3 (Editorial changes)) as in force on\n12 April 2007. It also includes any amendment, repeal or expiry affecting the republished law\nto 12 April 2007.\nThe legislation history and amendment history of the republished law are set out in endnotes 3\nand 4.\nKinds of republications\nThe Parliamentary Counsel’s Office prepares 2 kinds of republications of ACT laws (see the\nACT legislation register at www.legislation.act.gov.au):\n• authorised republications to which the Legislation Act 2001 applies\n• unauthorised republications.\nThe status of this republication appears on the bottom of each page.\nEditorial changes\nThe Legislation Act 2001, part 11.3 authorises the Parliamentary Counsel to make editorial\namendments and other changes of a formal nature when preparing a law for republication.\nEditorial changes do not change the effect of the law, but have effect as if they had been made\nby an Act commencing on the republication date (see Legislation Act 2001, s 115 and s 117).\nThe changes are made if the Parliamentary Counsel considers they are desirable to bring the law\ninto line, or more closely into line, with current legislative drafting practice.\nThis republication does not include amendments made under part 11.3 (see endnote 1).\nUncommenced provisions and amendments\nIf a provision of the republished law has not commenced or is affected by an uncommenced\namendment, the symbol U appears immediately before the provision heading. The text of the\nuncommenced provision or amendment appears only in the last endnote.\nModifications\nIf a provision of the republished law is affected by a current modification, the symbol M\nappears immediately before the provision heading. The text of the modifying provision appears\nin the endnotes. For the legal status of modifications, see Legislation Act 2001, section 95.\nPenalties\nThe value of a penalty unit for an offence against this republished law at the republication date\nis—\n(a) if the person charged is an individual—$100; or\n(b) if the person charged is a corporation—$500.\n\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\ncontents 1\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nAustralian Capital Territory\nSale of Goods (Vienna Convention)\nAct 1987\nContents\nPage\n1 Name of Act 2\n2 Dictionary 2\n2A Notes 2\n3 Definition of convention 2\n5 Convention to have the force of law 2\n6 Convention to prevail in event of inconsistency 3\n7 Evidence of certain matters 3\nSchedule 1 United Nations Convention on Contracts for\nthe International Sale of Goods 4\nPart 1 Sphere of Application and General Provisions 5\nChapter 1 Sphere of Application 5\n\nContents\nPage\ncontents 2 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nChapter 2 General Provisions 7\nPart 2 Formation of the Contract 10\nPart 3 Sale of Goods 14\nChapter 1 General Provisions 14\nChapter 2 Obligations of the Seller 15\nSection 1 Delivery of the goods and handing over of documents 15\nSection 2 Conformity of the goods and third party claims 17\nSection 3 Remedies for breach of contract by the seller 21\nChapter 3 Obligations of the Buyer 25\nSection 1 Payment of the price 25\nSection 2 Taking delivery 27\nSection 3 Remedies for breach of contract by the buyer 27\nChapter 4 Passing of Risk 30\nChapter 5 Provisions Common to the Obligations of the Seller\nand of the Buyer 32\nSection 1 Anticipatory breach and instalment contracts 32\nSection 2 Damages 34\nSection 3 Interest 35\nSection 4 Exemptions 35\nSection 5 Effects of avoidance 36\nSection 6 Preservation of the goods 38\nPart 4 Final Provisions 41\nDictionary 48\nEndnotes\n1 About the endnotes 49\n2 Abbreviation key 49\n3 Legislation history 50\n\nContents\nPage\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\ncontents 3\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n4 Amendment history 51\n5 Earlier republications 52\n\n\n\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 1\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nAustralian Capital Territory\nSale of Goods (Vienna Convention)\nAct 1987\nAn Act to give effect within the ACT to the United Nations Convention on\nContracts for the international sale of goods, and for other purposes\nWHEREAS:\n(1) the United Nations Convention on Contracts for the International\nSale of Goods was adopted at Vienna, Austria, on 10 April 1980 and\nwas opened for signature and also for accession on 11 April 1980;\nand\n(2) it has been agreed between the Commonwealth, the States and the\nNorthern Territory that the provisions of the convention should,\nafter it enters into force in respect of Australia, have the force of law\nin the States and Territories by virtue of legislation of the respective\nStates and Territories:\n\nSection 1\npage 2 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n1 Name of Act\nThis Act is the Sale of Goods (Vienna Convention) Act 1987.\n2 Dictionary\nThe dictionary at the end of this Act is part of this Act.\nNote 1 The dictionary at the end of this Act defines certain terms used in this\nAct, and includes references (signpost definitions) to other terms\ndefined elsewhere in this Act.\nFor example, the signpost definition ‘convention—see section 3.’\nmeans that the term ‘convention’ is defined in that section.\nNote 2 A definition in the dictionary (including a signpost definition) applies to\nthe entire Act unless the definition, or another provision of the Act,\nprovides otherwise or the contrary intention otherwise appears (see\nLegislation Act, s 155 and s 156 (1)).\n2A Notes\nA note included in this Act is explanatory and is not part of this Act.\nNote See the Legislation Act, s 127 (1), (4) and (5) for the legal status of\nnotes.\n3 Definition of convention\nIn this Act:\nconvention means the United Nations Convention on Contracts for\nthe International Sale of Goods adopted at Vienna, Austria, on\n10 April 1980 and opened for signature and also for accession on\n11 April 1980, a copy of the English text of which is set out in\nschedule 1.\n5 Convention to have the force of law\nThe provisions of the convention have the force of law in the ACT.\n\nSection 6\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 3\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n6 Convention to prevail in event of inconsistency\nThe provisions of the convention prevail over any other law in force\nin the ACT to the extent of any inconsistency.\n7 Evidence of certain matters\n(1) A document purporting to be a notice issued by the Minister for this\nAct, a document purporting to be a notice issued by a\nCommonwealth Minister and published in the Commonwealth\nGazette or a document certified by a lawyer to be a true copy of\nsuch a notice—\n(a) declaring that the convention has entered or will enter into\nforce, with effect from a specified date, in relation to a\nspecified country; or\n(b) declaring that a specified country has made a declaration under\nthe convention, part 4 and specifying details of that\ndeclaration, including the date the declaration took or will take\neffect; or\n(c) declaring that a specified country has denounced the\nconvention or the convention, part 2 or 3 and specifying the\ndate the denunciation took or will take effect;\nis evidence of the matters contained in the document.\n(2) A notice issued by the Minister for this Act is a notifiable\ninstrument.\nNote A notifiable instrument must be notified under the Legislation Act 2001.\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of Goods\npage 4 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nSchedule 1 United Nations Convention on\nContracts for the International\nSale of Goods\n(see s 3)\nThe States Parties to this Convention,\nBEARING IN MIND the broad objectives in the resolutions adopted\nby the sixth special session of the General Assembly of the United\nNations on the establishment of a New International Economic\nOrder,\nCONSIDERING that the development of international trade on the\nbasis of equality and mutual benefit is an important element in\npromoting friendly relations among States,\nBEING OF THE OPINION that the adoption of uniform rules\nwhich govern contracts for the international sale of goods and take\ninto account the different social, economic and legal systems would\ncontribute to the removal of legal barriers in international trade and\npromote the development of international trade,\nHAVE AGREED as follows:\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nSphere of Application and General Provisions Part 1\nSphere of Application Chapter 1\nArticle 1\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 5\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nPart 1 Sphere of Application and\nGeneral Provisions\nChapter 1 Sphere of Application\nArticle 1\n(1) This Convention applies to contracts of sale of goods between\nparties whose places of business are in different States:\n(a) when the States are Contracting States; or\n(b) when the rules of private international law lead to the\napplication of the law of a Contracting State.\n(2) The fact that the parties have their places of business in different\nStates is to be disregarded whenever this fact does not appear\neither from the contract or from any dealings between, or from\ninformation disclosed by, the parties at any time before or at the\nconclusion of the contract.\n(3) Neither the nationality of the parties nor the civil or commercial\ncharacter of the parties or of the contract is to be taken into\nconsideration in determining the application of this Convention.\nArticle 2\nThis Convention does not apply to sales:\n(a) of goods bought for personal, family or household use,\nunless the seller, at any time before or at the conclusion of\nthe contract, neither knew nor ought to have known that\nthe goods were bought for any such use;\n(b) by auction;\n(c) on execution or otherwise by authority of law;\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 1 Sphere of Application and General Provisions\nChapter 1 Sphere of Application\nArticle 3\npage 6 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(d) of stocks, shares, investment securities, negotiable\ninstruments or money;\n(e) of ships, vessels, hovercraft or aircraft;\n(f) of electricity.\nArticle 3\n(1) Contracts for the supply of goods to be manufactured or\nproduced are to be considered sales unless the party who orders\nthe goods undertakes to supply a substantial part of the\nmaterials necessary for such manufacture or production.\n(2) This Convention does not apply to contracts in which the\npreponderant part of the obligations of the party who furnishes\nthe goods consists in the supply of labour or other services.\nArticle 4\nThis Convention governs only the formation of the contract of\nsale and the rights and obligations of the seller and the buyer\narising from such a contract. In particular, except as otherwise\nexpressly provided in this Convention, it is not concerned with:\n(a) the validity of the contract or of any of its provisions or of\nany usage;\n(b) the effect which the contract may have on the property in\nthe goods sold.\nArticle 5\nThis Convention does not apply to the liability of the seller for\ndeath or personal injury caused by the goods to any person.\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nSphere of Application and General Provisions Part 1\nGeneral Provisions Chapter 2\nArticle 6\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 7\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nArticle 6\nThe parties may exclude the application of this Convention or,\nsubject to article 12, derogate from or vary the effect of any of\nits provisions.\nChapter 2 General Provisions\nArticle 7\n(1) In the interpretation of the Convention, regard is to be had to its\ninternational character and to the need to promote uniformity in\nits application and the observance of good faith in international\ntrade.\n(2) Questions concerning matters governed by this Convention\nwhich are not expressly settled in it are to be settled in\nconformity with the general principles on which it is based or,\nin the absence of such principles, in conformity with the law\napplicable by virtue of the rules of private international law.\nArticle 8\n(1) For the purposes of this Convention statements made by and\nother conduct of a party are to be interpreted according to his\nintent where the other party knew or could not have been\nunaware what that intent was.\n(2) If the preceding paragraph is not applicable, statements made by\nand other conduct of a party are to be interpreted according to\nthe understanding that a reasonable person of the same kind as\nthe other party would have had in the same circumstances.\n(3) In determining the intent of a party or the understanding a\nreasonable person would have had, due consideration is to be\ngiven to all relevant circumstances of the case including the\nnegotiations, any practices which the parties have established\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 1 Sphere of Application and General Provisions\nChapter 2 General Provisions\nArticle 9\npage 8 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nbetween themselves, usages and any subsequent conduct of the\nparties.\nArticle 9\n(1) The parties are bound by any usage to which they have agreed\nand by any practices which they have established between\nthemselves.\n(2) The parties are considered, unless otherwise agreed, to have\nimpliedly made applicable to their contract or its formation a\nusage of which the parties knew or ought to have known and\nwhich in international trade is widely known to, and regularly\nobserved by, parties to contracts of the type involved in the\nparticular trade concerned.\nArticle 10\nFor the purposes of this Convention:\n(a) if a party has more than one place of business, the place of\nbusiness is that which has the closest relationship to the\ncontract and its performance, having regard to the\ncircumstances known to or contemplated by the parties at\nany time before or at the conclusion of the contract;\n(b) if a party does not have a place of business, reference is to\nbe made to his habitual residence.\nArticle 11\nA contract of sale need not be concluded in or evidenced by\nwriting and is not subject to any other requirement as to form.\nIt may be proved by any means, including witnesses.\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nSphere of Application and General Provisions Part 1\nGeneral Provisions Chapter 2\nArticle 12\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 9\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nArticle 12\nAny provision of article 11, article 29 or part 2 of this\nConvention that allows a contract of sale or its modification or\ntermination by agreement or any offer, acceptance or other\nindication of intention to be made in any form other than in\nwriting does not apply where any party has his place of business\nin a Contracting State which has made a declaration under\narticle 96 of this Convention. The parties may not derogate\nfrom or vary the effect of this article.\nArticle 13\nFor the purposes of this Convention “writing” includes telegram\nand telex.\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 2 Formation of the Contract\nArticle 14\npage 10 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nPart 2 Formation of the Contract\nArticle 14\n(1) A proposal for concluding a contract addressed to one or more\nspecific persons constitutes an offer if it is sufficiently definite\nand indicates the intention of the offeror to be bound in case of\nacceptance. A proposal is sufficiently definite if it indicates the\ngoods and expressly or implicitly fixes or makes provision for\ndetermining the quantity and the price.\n(2) A proposal other than one addressed to one or more specific\npersons is to be considered merely as an invitation to make\noffers, unless the contrary is clearly indicated by the person\nmaking the proposal.\nArticle 15\n(1) An offer becomes effective when it reaches the offeree.\n(2) An offer, even if it is irrevocable, may be withdrawn if the\nwithdrawal reaches the offeree before or at the same time as the\noffer.\nArticle 16\n(1) Until a contract is concluded an offer may be revoked if the\nrevocation reaches the offeree before he has dispatched an\nacceptance.\n(2) However, an offer cannot be revoked:\n(a) if it indicates, whether by stating a fixed time for\nacceptance or otherwise, that it is irrevocable; or\n(b) if it was reasonable for the offeree to rely on the offer as\nbeing irrevocable and the offeree has acted in reliance on\nthe offer.\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nFormation of the Contract Part 2\nArticle 17\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 11\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nArticle 17\nAn offer, even if it is irrevocable, is terminated when a rejection\nreaches the offeror.\nArticle 18\n(1) A statement made by or other conduct of the offeree indicating\nassent to an offer is an acceptance. Silence or inactivity does\nnot in itself amount to acceptance.\n(2) An acceptance of an offer becomes effective at the moment the\nindication of assent reaches the offeror. An acceptance is not\neffective if the indication of assent does not reach the offeror\nwithin the time he has fixed or, if no time is fixed, within a\nreasonable time, due account being taken of the circumstances\nof the transaction, including the rapidity of the means of\ncommunication employed by the offeror. An oral offer must be\naccepted immediately unless the circumstances indicate\notherwise.\n(3) However, if, by virtue of the offer or as a result of practices\nwhich the parties have established between themselves or of\nusage, the offeree may indicate assent by performing an act,\nsuch as one relating to the dispatch of the goods or payment of\nthe price, without notice to the offeror, the acceptance is\neffective at the moment the act is performed, provided that the\nact is performed within the period of time laid down in the\npreceding paragraph.\nArticle 19\n(1) A reply to an offer which purports to be an acceptance but\ncontains additions, limitations or other modifications is a\nrejection of the offer and constitutes a counter-offer.\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 2 Formation of the Contract\nArticle 20\npage 12 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(2) However, a reply to an offer which purports to be an acceptance\nbut contains additional or different terms which do not\nmaterially alter the terms of the offer constitutes an acceptance,\nunless the offeror, without undue delay, objects orally to the\ndiscrepancy or dispatches a notice to that effect. If he does not\nso object, the terms of the contract are the terms of the offer\nwith the modifications contained in the acceptance.\n(3) Additional or different terms relating, among other things, to the\nprice, payment, quality and quantity of the goods, place and\ntime of delivery, extent of one party’s liability to the other or the\nsettlement of disputes are considered to alter the terms of the\noffer materially.\nArticle 20\n(1) A period of time for acceptance fixed by the offeror in a\ntelegram or a letter begins to run from the moment the telegram\nis handed in for dispatch or from the date shown on the letter or,\nif no such date is shown, from the date shown on the envelope.\nA period of time for acceptance fixed by the offeror by\ntelephone, telex or other means of instantaneous\ncommunication, begins to run from the moment that the offer\nreaches the offeree.\n(2) Official holidays or non-business days occurring during the\nperiod for acceptance are included in calculating the period.\nHowever, if a notice of acceptance cannot be delivered at the\naddress of the offeror on the last day of the period because that\nday falls on an official holiday or a non-business day at the\nplace of business of the offeror, the period is extended until the\nfirst business day which follows.\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nFormation of the Contract Part 2\nArticle 21\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 13\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nArticle 21\n(1) A late acceptance is nevertheless effective as an acceptance if\nwithout delay the offeror orally so informs the offeree or\ndispatches a notice to that effect.\n(2) If a letter or other writing containing a late acceptance shows\nthat it has been sent in such circumstances that if its\ntransmission had been normal it would have reached the offeror\nin due time, the late acceptance is effective as an acceptance\nunless, without delay, the offeror orally informs the offeree that\nhe considers his offer as having lapsed or dispatches a notice to\nthat effect.\nArticle 22\nAn acceptance may be withdrawn if the withdrawal reaches the\nofferor before or at the same time as the acceptance would have\nbecome effective.\nArticle 23\nA contract is concluded at the moment when an acceptance of\nan offer becomes effective in accordance with the provisions of\nthis Convention.\nArticle 24\nFor the purposes of this part of the Convention, an offer,\ndeclaration of acceptance or any other indication of intention\n“reaches” the addressee when it is made orally to him or\ndelivered by any other means to him personally, to his place of\nbusiness or mailing address or, if he does not have a place of\nbusiness or mailing address, to his habitual residence.\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 3 Sale of Goods\nChapter 1 General Provisions\nArticle 25\npage 14 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nPart 3 Sale of Goods\nChapter 1 General Provisions\nArticle 25\nA breach of contract committed by one of the parties is\nfundamental if it results in such detriment to the other party as\nsubstantially to deprive him of what he is entitled to expect\nunder the contract, unless the party in breach did not foresee and\na reasonable person of the same kind in the same circumstances\nwould not have foreseen such a result.\nArticle 26\nA declaration of avoidance of the contract is effective only if\nmade by notice to the other party.\nArticle 27\nUnless otherwise expressly provided in this part of the\nConvention, if any notice, request or other communication is\ngiven or made by a party in accordance with this part and by\nmeans appropriate in the circumstances, a delay or error in the\ntransmission of the communication or its failure to arrive does\nnot deprive that party of the right to rely on the communication.\nArticle 28\nIf, in accordance with the provisions of this Convention, one\nparty is entitled to require performance of any obligation by the\nother party, a court is not bound to enter a judgement for\nspecific performance unless the court would do so under its own\nlaw in respect of similar contracts of sale not governed by this\nConvention.\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nSale of Goods Part 3\nObligations of the Seller Chapter 2\nArticle 29\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 15\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nArticle 29\n(1) A contract may be modified or terminated by the mere\nagreement of the parties.\n(2) A contract in writing which contains a provision requiring any\nmodification or termination by agreement to be in writing may\nnot be otherwise modified or terminated by agreement.\nHowever, a party may be precluded by his conduct from\nasserting such a provision to the extent that the other party has\nrelied on that conduct.\nChapter 2 Obligations of the Seller\nArticle 30\nThe seller must deliver the goods, hand over any documents\nrelating to them and transfer the property in the goods, as\nrequired by the contract and this Convention.\nSection 1 Delivery of the goods and handing\nover of documents\nArticle 31\nIf the seller is not bound to deliver the goods at any other\nparticular place, his obligation to deliver consists:\n(a) if the contract of sale involves carriage of the goods—in\nhanding the goods over to the first carrier for transmission\nto the buyer;\n(b) if, in cases not within the preceding subparagraph, the\ncontract relates to specific goods, or unidentified goods to\nbe drawn from a specific stock or to be manufactured or\nproduced, and at the time of the conclusion of the contract\nthe parties knew that the goods were at, or were to be\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 3 Sale of Goods\nChapter 2 Obligations of the Seller\nArticle 32\npage 16 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nmanufactured or produced at, a particular place—in\nplacing the goods at the buyer’s disposal at that place;\n(c) in other cases—in placing the goods at the buyer’s disposal\nat the place where the seller had his place of business at the\ntime of the conclusion of the contract.\nArticle 32\n(1) If the seller, in accordance with the contract or this Convention,\nhands the goods over to a carrier and if the goods are not clearly\nidentified to the contract by markings on the goods, by shipping\ndocuments or otherwise, the seller must give the buyer notice of\nthe consignment specifying the goods.\n(2) If the seller is bound to arrange for carriage of the goods, he\nmust make such contracts as are necessary for carriage to the\nplace fixed by means of transportation appropriate in the\ncircumstances and according to the usual terms for such\ntransportation.\n(3) If the seller is not bound to effect insurance in respect of the\ncarriage of the goods, he must, at the buyer’s request, provide\nhim with all available information necessary to enable him to\neffect such insurance.\nArticle 33\nThe seller must deliver the goods:\n(a) if a date is fixed by or determinable from the contract, on\nthat date;\n(b) if a period of time is fixed by or determinable from the\ncontract, at any time within that period unless\ncircumstances indicate that the buyer is to choose a date; or\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nSale of Goods Part 3\nObligations of the Seller Chapter 2\nArticle 34\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 17\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(c) in any other case, within a reasonable time after the\nconclusion of the contract.\nArticle 34\nIf the seller is bound to hand over documents relating to the\ngoods, he must hand them over at the time and place and in the\nform required by the contract. If the seller has handed over\ndocuments before that time, he may, up to that time, cure any\nlack of conformity in the documents, if the exercise of this right\ndoes not cause the buyer unreasonable inconvenience or\nunreasonable expense. However, the buyer retains any right to\nclaim damages as provided for in this Convention.\nSection 2 Conformity of the goods and third\nparty claims\nArticle 35\n(1) The seller must deliver goods which are of the quantity, quality\nand description required by the contract and which are\ncontained or packaged in the manner required by the contract.\n(2) Except where the parties have agreed otherwise, the goods do\nnot conform with the contract unless they:\n(a) are fit for the purposes for which goods of the same\ndescription would ordinarily be used;\n(b) are fit for any particular purpose expressly or impliedly\nmade known to the seller at the time of the conclusion of\nthe contract, except where the circumstances show that the\nbuyer did not rely, or that it was unreasonable for him to\nrely, on the seller’s skill and judgement;\n(c) possess the qualities of goods which the seller has held out\nto the buyer as a sample or model;\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 3 Sale of Goods\nChapter 2 Obligations of the Seller\nArticle 36\npage 18 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(d) are contained or packaged in the manner usual for such\ngoods or, where there is no such manner, in a manner\nadequate to preserve and protect the goods.\n(3) The seller is not liable under subparagraphs (a) to (d) of the\npreceding paragraph for any lack of conformity of the goods if\nat the time of the conclusion of the contract the buyer knew or\ncould not have been unaware of such lack of conformity.\nArticle 36\n(1) The seller is liable in accordance with the contract and this\nConvention for any lack of conformity which exists at the time\nwhen the risk passes to the buyer, even though the lack of\nconformity becomes apparent only after that time.\n(2) The seller is also liable for any lack of conformity which occurs\nafter the time indicated in the preceding paragraph and which is\ndue to a breach of any of his obligations, including a breach of\nany guarantee that for a period of time the goods will remain fit\nfor their ordinary purpose or for some particular purpose or will\nretain specified qualities or characteristics.\nArticle 37\nIf the seller has delivered goods before the date for delivery, he\nmay, up to that date, deliver any missing part or make up any\ndeficiency in the quantity of the goods delivered, or deliver\ngoods in replacement of any non-conforming goods delivered or\nremedy any lack of conformity in the goods delivered, provided\nthat the exercise of this right does not cause the buyer\nunreasonable inconvenience or unreasonable expense.\nHowever, the buyer retains any right to claim damages as\nprovided for in this Convention.\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nSale of Goods Part 3\nObligations of the Seller Chapter 2\nArticle 38\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 19\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nArticle 38\n(1) The buyer must examine the goods, or cause them to be\nexamined, within as short a period as is practicable in the\ncircumstances.\n(2) If the contract involves carriage of the goods, examination may\nbe deferred until after the goods have arrived at their\ndestination.\n(3) If the goods are redirected in transit or redispatched by the\nbuyer without a reasonable opportunity for examination by him\nand at the time of the conclusion of the contract the seller knew\nor ought to have known of the possibility of such redirection or\nredispatch, examination may be deferred until after the goods\nhave arrived at the new destination.\nArticle 39\n(1) The buyer loses the right to rely on a lack of conformity of the\ngoods if he does not give notice to the seller specifying the\nnature of the lack of conformity within a reasonable time after\nhe has discovered it or ought to have discovered it.\n(2) In any event, the buyer loses the right to rely on a lack of\nconformity of the goods if he does not give the seller notice\nthereof at the latest within a period of two years from the date\non which the goods were actually handed over to the buyer,\nunless this time-limit is inconsistent with a contractual period of\nguarantee.\nArticle 40\nThe seller is not entitled to rely on the provisions of articles 38\nand 39 if the lack of conformity relates to facts of which he\nknew or could not have been unaware and which he did not\ndisclose to the buyer.\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 3 Sale of Goods\nChapter 2 Obligations of the Seller\nArticle 41\npage 20 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nArticle 41\nThe seller must deliver goods which are free from any right or\nclaim of a third party, unless the buyer agreed to take the goods\nsubject to that right or claim. However, if such right or claim is\nbased on industrial property or other intellectual property, the\nseller’s obligation is governed by article 42.\nArticle 42\n(1) The seller must deliver goods which are free from any right or\nclaim of a third party based on industrial property or other\nintellectual property, of which at the time of the conclusion of\nthe contract the seller knew or could not have been unaware,\nprovided that the right or claim is based on industrial property\nor other intellectual property:\n(a) under the law of the State where the goods will be resold\nor otherwise used, if it was contemplated by the parties at\nthe time of the conclusion of the contract that the goods\nwould be resold or otherwise used in that State; or\n(b) in any other case, under the law of the State where the\nbuyer has his place of business.\n(2) The obligation of the seller under the preceding paragraph does\nnot extend to cases where:\n(a) at the time of the conclusion of the contract the buyer\nknew or could not have been unaware of the right or claim;\nor\n(b) the right or claim results from the seller’s compliance with\ntechnical drawings, designs, formulae or other such\nspecifications furnished by the buyer.\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nSale of Goods Part 3\nObligations of the Seller Chapter 2\nArticle 43\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 21\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nArticle 43\n(1) The buyer loses the right to rely on the provisions of article 41\nor article 42 if he does not give notice to the seller specifying\nthe nature of the right or claim of the third party within a\nreasonable time after he has become aware or ought to have\nbecome aware of the right or claim.\n(2) The seller is not entitled to rely on the provisions of the\npreceding paragraph if he knew of the right or claim of the third\nparty and the nature of it.\nArticle 44\nNotwithstanding the provisions of paragraph (1) of article 39\nand paragraph (1) of article 43, the buyer may reduce the price\nin accordance with article 50 or claim damages, except for loss\nof profit, if he has a reasonable excuse for his failure to give the\nrequired notice.\nSection 3 Remedies for breach of contract by\nthe seller\nArticle 45\n(1) If the seller fails to perform any of his obligations under the\ncontract or this Convention, the buyer may:\n(a) exercise the rights provided in articles 46 to 52;\n(b) claim damages as provided in articles 74 to 77.\n(2) The buyer is not deprived of any right he may have to claim\ndamages by exercising his right to other remedies.\n(3) No period of grace may be granted to the seller by a court or\narbitral tribunal when the buyer resorts to a remedy for breach\nof contract.\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 3 Sale of Goods\nChapter 2 Obligations of the Seller\nArticle 46\npage 22 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nArticle 46\n(1) The buyer may require performance by the seller of his\nobligations unless the buyer has resorted to a remedy which is\ninconsistent with this requirement.\n(2) If the goods do not conform with the contract, the buyer may\nrequire delivery of substitute goods only if the lack of\nconformity constitutes a fundamental breach of contract and a\nrequest for substitute goods is made either in conjunction with\nnotice given under article 39 or within a reasonable time\nthereafter.\n(3) If the goods do not conform with the contract, the buyer may\nrequire the seller to remedy the lack of conformity by repair,\nunless this is unreasonable having regard to all the\ncircumstances. A request for repair must be made either in\nconjunction with notice given under article 39 or within a\nreasonable time thereafter.\nArticle 47\n(1) The buyer may fix an additional period of time of reasonable\nlength for performance by the seller of his obligations.\n(2) Unless the buyer has received notice from the seller that he will\nnot perform within the period so fixed, the buyer may not,\nduring that period, resort to any remedy for breach of contract.\nHowever, the buyer is not deprived thereby of any right he may\nhave to claim damages for delay in performance.\nArticle 48\n(1) Subject to article 49, the seller may, even after the date for\ndelivery, remedy at his own expense any failure to perform his\nobligations, if he can do so without unreasonable delay and\nwithout causing the buyer unreasonable inconvenience or\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nSale of Goods Part 3\nObligations of the Seller Chapter 2\nArticle 49\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 23\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nuncertainty of reimbursement by the seller of expenses\nadvanced by the buyer. However, the buyer retains any right to\nclaim damages as provided for in this Convention.\n(2) If the seller requests the buyer to make known whether he will\naccept performance and the buyer does not comply with the\nrequest within a reasonable time, the seller may perform within\nthe time indicated in his request. The buyer may not, during\nthat period of time, resort to any remedy which is inconsistent\nwith performance by the seller.\n(3) A notice by the seller that he will perform within a specified\nperiod of time is assumed to include a request, under the\npreceding paragraph, that the buyer make known his decision.\n(4) A request or notice by the seller under paragraph (2) or (3) of\nthis article is not effective unless received by the buyer.\nArticle 49\n(1) The buyer may declare the contract avoided:\n(a) if the failure by the seller to perform any of his obligations\nunder the contract or this Convention amounts to a\nfundamental breach of contract; or\n(b) in case of non-delivery, if the seller does not deliver the\ngoods within the additional period of time fixed by the\nbuyer in accordance with paragraph (1) of article 47 or\ndeclares that he will not deliver within the period so fixed.\n(2) However, in cases where the seller has delivered the goods, the\nbuyer loses the right to declare the contract avoided unless he\ndoes so:\n(a) in respect of late delivery, within a reasonable time after he\nhas become aware that delivery has been made;\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 3 Sale of Goods\nChapter 2 Obligations of the Seller\nArticle 50\npage 24 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(b) in respect of any breach other than late delivery, within a\nreasonable time:\n(i) after he knew or ought to have known of the breach;\n(ii) after the expiration of any additional period of time\nfixed by the buyer in accordance with paragraph (1)\nof article 47, or after the seller has declared that he\nwill not perform his obligations within such an\nadditional period; or\n(iii) after the expiration of any additional period of time\nindicated by the seller in accordance with paragraph\n(2) of article 48, or after the buyer has declared that\nhe will not accept performance.\nArticle 50\nIf the goods do not conform with the contract and whether or\nnot the price has already been paid, the buyer may reduce the\nprice in the same proportion as the value that the goods actually\ndelivered had at the time of the delivery bears to the value that\nconforming goods would have had at that time. However, if the\nseller remedies any failure to perform his obligations in\naccordance with article 37 or article 48 or if the buyer refuses to\naccept performance by the seller in accordance with those\narticles, the buyer may not reduce the price.\nArticle 51\n(1) If the seller delivers only a part of the goods or if only a part of\nthe goods delivered is in conformity with the contract, articles\n46 to 50 apply in respect of the part which is missing or which\ndoes not conform.\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nSale of Goods Part 3\nObligations of the Buyer Chapter 3\nArticle 52\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 25\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(2) The buyer may declare the contract avoided in its entirety only\nif the failure to make delivery completely or in conformity with\nthe contract amounts to a fundamental breach of the contract.\nArticle 52\n(1) If the seller delivers the goods before the date fixed, the buyer\nmay take delivery or refuse to take delivery.\n(2) If the seller delivers a quantity of goods greater than that\nprovided for in the contract, the buyer may take delivery or\nrefuse to take delivery of the excess quantity. If the buyer takes\ndelivery of all or part of the excess quantity, he must pay for it\nat the contract rate.\nChapter 3 Obligations of the Buyer\nArticle 53\nThe buyer must pay the price for the goods and take delivery of\nthem as required by the contract and this Convention.\nSection 1 Payment of the price\nArticle 54\nThe buyer’s obligation to pay the price includes taking such\nsteps and complying with such formalities as may be required\nunder the contract or any laws and regulations to enable\npayment to be made.\nArticle 55\nWhere a contract has been validly concluded but does not\nexpressly or implicitly fix or make provision for determining the\nprice, the parties are considered, in the absence of any\nindication to the contrary, to have impliedly made reference to\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 3 Sale of Goods\nChapter 3 Obligations of the Buyer\nthe price generally charged at the time of the conclusion of the contract for such goods\nsold under comparable circumstances in the trade concerned.\npage 26 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nthe price generally charged at the time of the conclusion of the\ncontract for such goods sold under comparable circumstances in\nthe trade concerned.\nArticle 56\nIf the price is fixed according to the weight of the goods, in case\nof doubt it is to be determined by the net weight.\nArticle 57\n(1) If the buyer is not bound to pay the price at any other particular\nplace, he must pay it to the seller:\n(a) at the seller’s place of business; or\n(b) if the payment is to be made against the handing over of\nthe goods or of documents, at the place where the handing\nover takes place.\n(2) The seller must bear any increase in the expenses incidental to\npayment which is caused by a change in his place of business\nsubsequent to the conclusion of the contract.\nArticle 58\n(1) If the buyer is not bound to pay the price at any other specific\ntime, he must pay it when the seller places either the goods or\ndocuments controlling their disposition at the buyer’s disposal\nin accordance with the contract and this Convention. The seller\nmay make such payment a condition for handing over the goods\nor documents.\n(2) If the contract involves carriage of the goods, the seller may\ndispatch the goods on terms whereby the goods, or documents\ncontrolling their disposition, will not be handed over to the\nbuyer except against payment of the price.\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nSale of Goods Part 3\nObligations of the Buyer Chapter 3\nArticle 59\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 27\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(3) The buyer is not bound to pay the price until he has had an\nopportunity to examine the goods, unless the procedures for\ndelivery or payment agreed upon by the parties are inconsistent\nwith his having such an opportunity.\nArticle 59\nThe buyer must pay the price on the date fixed by or\ndeterminable from the contract and this Convention without the\nneed for any request or compliance with any formality on the\npart of the seller.\nSection 2 Taking delivery\nArticle 60\nThe buyer’s obligation to take delivery consists:\n(a) in doing all the acts which could reasonably be expected of\nhim in order to enable the seller to make delivery; and\n(b) in taking over the goods.\nSection 3 Remedies for breach of contract by\nthe buyer\nArticle 61\n(1) If the buyer fails to perform any of his obligations under the\ncontract or this Convention, the seller may:\n(a) exercise the rights provided in articles 62 to 65;\n(b) claim damages as provided in articles 74 to 77.\n(2) The seller is not deprived of any right he may have to claim\ndamages by exercising his right to other remedies.\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 3 Sale of Goods\nChapter 3 Obligations of the Buyer\nArticle 62\npage 28 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(3) No period of grace may be granted to the buyer by a court or\narbitral tribunal when the seller resorts to a remedy for breach of\ncontract.\nArticle 62\nThe seller may require the buyer to pay the price, take delivery\nor perform his other obligations, unless the seller has resorted to\na remedy which is inconsistent with this requirement.\nArticle 63\n(1) The seller may fix an additional period of time of reasonable\nlength for performance by the buyer of his obligations.\n(2) Unless the seller has received notice from the buyer that he will\nnot perform within the period so fixed, the seller may not,\nduring that period, resort to any remedy for breach of contract.\nHowever, the seller is not deprived thereby of any right he may\nhave to claim damages for delay in performance.\nArticle 64\n(1) The seller may declare the contract avoided:\n(a) if the failure by the buyer to perform any of his obligations\nunder the contract or this Convention amounts to a\nfundamental breach of contract; or\n(b) if the buyer does not, within the additional period of time\nfixed by the seller in accordance with paragraph (1) of\narticle 63, perform his obligation to pay the price or take\ndelivery of the goods, or if he declares that he will not do\nso within the period so fixed.\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nSale of Goods Part 3\nPassing of Risk Chapter 4\nArticle 65\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 29\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(2) However, in cases where the buyer has paid the price, the seller\nloses the right to declare the contract avoided unless he does so:\n(a) in respect of late performance by the buyer, before the\nseller has become aware that performance has been\nrendered; or\n(b) in respect of any breach other than late performance by the\nbuyer, within a reasonable time:\n(i) after the seller knew or ought to have known of the\nbreach; or\n(ii) after the expiration of any additional period of time\nfixed by the seller in accordance with paragraph (1)\nof article 63, or after the buyer has declared that he\nwill not perform his obligations within such an\nadditional period.\nArticle 65\n(1) If under the contract the buyer is to specify the form,\nmeasurement or other features of the goods and he fails to make\nsuch specification either on the date agreed upon or within a\nreasonable time after receipt of a request from the seller, the\nseller may, without prejudice to any other rights he may have,\nmake the specification himself in accordance with the\nrequirements of the buyer that may be known to him.\n(2) If the seller makes the specification himself, he must inform the\nbuyer of the details thereof and must fix a reasonable time\nwithin which the buyer may make a different specification. If,\nafter receipt of such a communication, the buyer fails to do so\nwithin the time so fixed, the specification made by the seller is\nbinding.\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 3 Sale of Goods\nChapter 4 Passing of Risk\nArticle 66\npage 30 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nChapter 4 Passing of Risk\nArticle 66\nLoss of or damage to the goods after the risk has passed to the\nbuyer does not discharge him from his obligation to pay the\nprice, unless the loss or damage is due to an act or omission of\nthe seller.\nArticle 67\n(1) If the contract of sale involves carriage of the goods and the\nseller is not bound to hand them over at a particular place, the\nrisk passes to the buyer when the goods are handed over to the\nfirst carrier for transmission to the buyer in accordance with the\ncontract of sale. If the seller is bound to hand the goods over to\na carrier at a particular place, the risk does not pass to the buyer\nuntil the goods are handed over to the carrier at that place. The\nfact that the seller is authorized to retain documents controlling\nthe disposition of the goods does not affect the passage of the\nrisk.\n(2) Nevertheless, the risk does not pass to the buyer until the goods\nare clearly identified to the contract, whether by markings on\nthe goods, by shipping documents, by notice given to the buyer\nor otherwise.\nArticle 68\nThe risk in respect of goods sold in transit passes to the buyer\nfrom the time of the conclusion of the contract. However, if the\ncircumstances so indicate, the risk is assumed by the buyer from\nthe time the goods were handed over to the carrier who issued\nthe documents embodying the contract of carriage.\nNevertheless, if at the time of the conclusion of the contract of\nsale the seller knew or ought to have known that the goods had\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nSale of Goods Part 3\nProvisions Common to the Obligations of the Seller and of the Buyer Chapter 5\nbeen lost or damaged and did not disclose this to the buyer, the loss or damage is at the\nrisk of the seller.\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 31\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nbeen lost or damaged and did not disclose this to the buyer, the\nloss or damage is at the risk of the seller.\nArticle 69\n(1) In cases not within articles 67 and 68, the risk passes to the\nbuyer when he takes over the goods or, if he does not do so in\ndue time, from the time when the goods are placed at his\ndisposal and he commits a breach of contract by failing to take\ndelivery.\n(2) However, if the buyer is bound to take over the goods at a place\nother than a place of business of the seller, the risk passes when\ndelivery is due and the buyer is aware of the fact that the goods\nare placed at his disposal at that place.\n(3) If the contract relates to goods not then identified, the goods are\nconsidered not to be placed at the disposal of the buyer until\nthey are clearly identified to the contract.\nArticle 70\nIf the seller has committed a fundamental breach of contract,\narticles 67, 68 and 69 do not impair the remedies available to\nthe buyer on account of the breach.\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 3 Sale of Goods\nChapter 5 Provisions Common to the Obligations of the Seller and of the Buyer\nArticle 71\npage 32 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nChapter 5 Provisions Common to the\nObligations of the Seller and of the\nBuyer\nSection 1 Anticipatory breach and instalment\ncontracts\nArticle 71\n(1) A party may suspend the performance of his obligations if, after\nthe conclusion of the contract, it becomes apparent that the other\nparty will not perform a substantial part of his obligations as a\nresult of:\n(a) a serious deficiency in his ability to perform or in his\ncreditworthiness; or\n(b) his conduct in preparing to perform or in performing the\ncontract.\n(2) If the seller has already dispatched the goods before the grounds\ndescribed in the preceding paragraph become evident, he may\nprevent the handing over of the goods to the buyer even though\nthe buyer holds a document which entitles him to obtain them.\nThe present paragraph relates only to the rights in the goods as\nbetween the buyer and the seller.\n(3) A party suspending performance, whether before or after\ndispatch of the goods, must immediately give notice of the\nsuspension to the other party and must continue with\nperformance if the other party provides adequate assurance of\nhis performance.\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nSale of Goods Part 3\nProvisions Common to the Obligations of the Seller and of the Buyer Chapter 5\nArticle 72\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 33\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nArticle 72\n(1) If prior to the date for performance of the contract it is clear that\none of the parties will commit a fundamental breach of contract,\nthe other party may declare the contract avoided.\n(2) If time allows, the party intending to declare the contract\navoided must give reasonable notice to the other party in order\nto permit him to provide adequate assurance of his performance.\n(3) The requirements of the preceding paragraph do not apply if the\nother party has declared that he will not perform his obligations.\nArticle 73\n(1) In the case of a contract for delivery of goods by instalments, if\nthe failure of one party to perform any of his obligations in\nrespect of any instalment constitutes a fundamental breach of\ncontract with respect to that instalment, the other party may\ndeclare the contract avoided with respect to that instalment.\n(2) If one party’s failure to perform any of his obligations in respect\nof any instalment gives the other party good grounds to\nconclude that a fundamental breach of contract will occur with\nrespect to future instalments, he may declare the contract\navoided for the future, provided that he does so within a\nreasonable time.\n(3) A buyer who declares the contract avoided in respect of any\ndelivery may, at the same time, declare it avoided in respect of\ndeliveries already made or of future deliveries if, by reason of\ntheir interdependence, those deliveries could not be used for the\npurpose contemplated by the parties at the time of the\nconclusion of the contract.\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 3 Sale of Goods\nChapter 5 Provisions Common to the Obligations of the Seller and of the Buyer\nArticle 74\npage 34 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nSection 2 Damages\nArticle 74\nDamages for breach of contract by one party consist of a sum\nequal to the loss, including loss of profit, suffered by the other\nparty as a consequence of the breach. Such damages may not\nexceed the loss which the party in breach foresaw or ought to\nhave foreseen at the time of the conclusion of the contract, in\nthe light of the facts and matters of which he then knew or ought\nto have known, as a possible consequence of the breach of\ncontract.\nArticle 75\nIf the contract is avoided and if, in a reasonable manner and\nwithin a reasonable time after avoidance, the buyer has bought\ngoods in replacement or the seller has resold the goods, the\nparty claiming damages may recover the difference between the\ncontract price and the price in the substitute transaction as well\nas any further damages recoverable under article 74.\nArticle 76\n(1) If the contract is avoided and there is a current price for the\ngoods, the party claiming damages may, if he has not made a\npurchase or resale under article 75, recover the difference\nbetween the price fixed by the contract and the current price at\nthe time of avoidance as well as any further damages\nrecoverable under article 74. If, however, the party claiming\ndamages has avoided the contract after taking over the goods,\nthe current price at the time of such taking over shall be applied\ninstead of the current price at the time of avoidance.\n(2) For the purposes of the preceding paragraph, the current price is\nthe price prevailing at the place where delivery of the goods\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nSale of Goods Part 3\nProvisions Common to the Obligations of the Seller and of the Buyer Chapter 5\nArticle 77\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 35\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nshould have been made or, if there is no current price at that\nplace, the price at such other place as serves as a reasonable\nsubstitute, making due allowance for differences in the cost of\ntransporting the goods.\nArticle 77\nA party who relies on a breach of contract must take such\nmeasures as are reasonable in the circumstances to mitigate the\nloss, including loss of profit, resulting from the breach. If he\nfails to take such measures, the party in breach may claim a\nreduction in the damages in the amount by which the loss\nshould have been mitigated.\nSection 3 Interest\nArticle 78\nIf a party fails to pay the price or any other sum that is in\narrears, the other party is entitled to interest on it, without\nprejudice to any claim for damages recoverable under article 74.\nSection 4 Exemptions\nArticle 79\n(1) A party is not liable for a failure to perform any of his\nobligations if he proves that the failure was due to an\nimpediment beyond his control and that he could not reasonably\nbe expected to have taken the impediment into account at the\ntime of the conclusion of the contract or to have avoided or\novercome it or its consequences.\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 3 Sale of Goods\nChapter 5 Provisions Common to the Obligations of the Seller and of the Buyer\nArticle 80\npage 36 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(2) If the party’s failure is due to the failure by a third person whom\nhe has engaged to perform the whole or a party of the contract,\nthat party is exempt from liability only if:\n(a) he is exempt under the preceding paragraph; and\n(b) the person whom he has so engaged would be so exempt if\nthe provisions of that paragraph were applied to him.\n(3) The exemption provided by this article has effect for the period\nduring which the impediment exists.\n(4) The party who fails to perform must give notice to the other\nparty of the impediment and its effect on his ability to perform.\nIf the notice is not received by the other party within a\nreasonable time after the party who fails to perform knew or\nought to have known of the impediment, he is liable for\ndamages resulting from such non-receipt.\n(5) Nothing in this article prevents either party from exercising any\nright other than to claim damages under this Convention.\nArticle 80\nA party may not rely on a failure of the other party to perform,\nto the extent that such failure was caused by the first party’s act\nor omission.\nSection 5 Effects of avoidance\nArticle 81\n(1) Avoidance of the contract releases both parties from their\nobligations under it, subject to any damages which may be due.\nAvoidance does not affect any provision of the contract for the\nsettlement of disputes or any other provision of the contract\ngoverning the rights and obligations of the parties consequent\nupon the avoidance of the contract.\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nSale of Goods Part 3\nProvisions Common to the Obligations of the Seller and of the Buyer Chapter 5\nArticle 82\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 37\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(2) A party who has performed the contract either wholly or in part\nmay claim restitution from the other party of whatever the first\nparty has supplied or paid under the contract. If both parties are\nbound to make restitution, they must do so concurrently.\nArticle 82\n(1) The buyer loses the right to declare the contract avoided or to\nrequire the seller to deliver substitute goods if it is impossible\nfor him to make restitution of the goods substantially in the\ncondition in which he received them.\n(2) The preceding paragraph does not apply:\n(a) if the impossibility of making restitution of the goods or of\nmaking restitution of the goods substantially in the\ncondition in which the buyer received them is not due to\nhis act or omission;\n(b) if the goods or part of the goods have perished or\ndeteriorated as a result of the examination provided for in\narticle 38; or\n(c) if the goods or part of the goods have been sold in the\nnormal course of business or have been consumed or\ntransformed by the buyer in the course of normal use\nbefore he discovered or ought to have discovered the lack\nof conformity.\nArticle 83\nA buyer who has lost the right to declare the contract avoided or\nto require the seller to deliver substitute goods in accordance\nwith article 82 retains all other remedies under the contract and\nthis Convention.\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 3 Sale of Goods\nChapter 5 Provisions Common to the Obligations of the Seller and of the Buyer\nArticle 84\npage 38 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nArticle 84\n(1) If the seller is bound to refund the price, he must also pay\ninterest on it, from the date on which the price was paid.\n(2) The buyer must account to the seller for all benefits which he\nhas derived from the goods or part of them:\n(a) if he must make restitution of the goods or part of them; or\n(b) if it is impossible for him to make restitution of all or part\nof the goods or to make restitution of all or part of the\ngoods substantially in the condition in which he received\nthem, but he has nevertheless declared the contract avoided\nor required the seller to deliver substitute goods.\nSection 6 Preservation of the goods\nArticle 85\nIf the buyer is in delay in taking delivery of the goods or, where\npayment of the price and delivery of the goods are to be made\nconcurrently, if he fails to pay the price, and the seller is either\nin possession of the goods or otherwise able to control their\ndisposition, the seller must take such steps as are reasonable in\nthe circumstances to preserve them. He is entitled to retain\nthem until he has been reimbursed his reasonable expenses by\nthe buyer.\nArticle 86\n(1) If the buyer has received the goods and intends to exercise any\nright under the contract or this Convention to reject them, he\nmust take such steps to preserve them as are reasonable in the\ncircumstances. He is entitled to retain them until he has been\nreimbursed his reasonable expenses by the seller.\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nSale of Goods Part 3\nProvisions Common to the Obligations of the Seller and of the Buyer Chapter 5\nArticle 87\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 39\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(2) If goods dispatched to the buyer have been placed at his\ndisposal at their destination and he exercises the right to reject\nthem, he must take possession of them on behalf of the seller,\nprovided that this can be done without payment of the price and\nwithout unreasonable inconvenience or unreasonable expense.\nThis provision does not apply if the seller or a person authorized\nto take charge of the goods on his behalf is present at the\ndestination. If the buyer takes possession of the goods under\nthis paragraph, his rights and obligations are governed by the\npreceding paragraph.\nArticle 87\nA party who is bound to take steps to preserve the goods may\ndeposit them in a warehouse of a third person at the expense of\nthe other party provided that the expense incurred is not\nunreasonable.\nArticle 88\n(1) A party who is bound to preserve the goods in accordance with\narticle 85 or 86 may sell them by any appropriate means if there\nhas been an unreasonable delay by the other party in taking\npossession of the goods or in taking them back or in paying the\nprice or the cost of preservation, provided that reasonable notice\nof the intention to sell has been given to the other party.\n(2) If the goods are subject to rapid deterioration or their\npreservation would involve unreasonable expense, a party who\nis bound to preserve the goods in accordance with article 85 or\n86 must take reasonable measures to sell them. To the extent\npossible he must give notice to the other party of his intention to\nsell.\n(3) A party selling the goods has the right to retain out of the\nproceeds of sale an amount equal to the reasonable expenses of\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 3 Sale of Goods\nChapter 5 Provisions Common to the Obligations of the Seller and of the Buyer\nArticle 88\npage 40 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\npreserving the goods and of selling them. He must account to\nthe other party for the balance.\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nFinal Provisions Part 4\nArticle 89\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 41\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nPart 4 Final Provisions\nArticle 89\nThe Secretary-General of the United Nations is hereby\ndesignated as the depositary for this Convention.\nArticle 90\nThis Convention does not prevail over any international\nagreement which has already been or may be entered into and\nwhich contains provisions concerning the matters governed by\nthis Convention, provided that the parties have their places of\nbusiness in States parties to such agreement.\nArticle 91\n(1) This Convention is open for signature at the concluding meeting\nof the United Nations Conference on Contracts for the\nInternational Sale of Goods and will remain open for signature\nby all States at the Headquarters of the United Nations, New\nYork until 30 September 1981.\n(2) This Convention is subject to ratification, acceptance or\napproval by the signatory States.\n(3) This Convention is open for accession by all States which are\nnot signatory States as from the date it is open for signature.\n(4) Instruments of ratification, acceptance, approval and accession\nare to be deposited with the Secretary-General of the United\nNations.\nArticle 92\n(1) A Contracting State may declare at the time of signature,\nratification, acceptance, approval or accession that it will not be\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 4 Final Provisions\nArticle 93\npage 42 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nbound by part 2 of this Convention or that it will not be bound\nby part 3 of this Convention.\n(2) A Contracting State which makes a declaration in accordance\nwith the preceding paragraph in respect of part 2 or part 3 of this\nConvention is not to be considered a Contracting State within\nparagraph (1) of article 1 of this Convention in respect of\nmatters governed by the part to which the declaration applies.\nArticle 93\n(1) If a Contracting State has two or more territorial units in which,\naccording to its constitution, different systems of law are\napplicable in relation to the matters dealt with in this\nConvention, it may, at the time of signature, ratification,\nacceptance, approval or accession, declare that this Convention\nis to extend to all its territorial units or only to one or more of\nthem, and may amend its declaration by submitting another\ndeclaration at any time.\n(2) These declarations are to be notified to the depositary and are to\nstate expressly the territorial units to which the Convention\nextends.\n(3) If, by virtue of a declaration under this article, this Convention\nextends to one or more but not all of the territorial units of a\nContracting State, and if the place of business of a party is\nlocated in that State, this place of business, for the purposes of\nthis Convention, is considered not to be in a Contracting State,\nunless it is in a territorial unit to which the Convention extends.\n(4) If a Contracting State makes no declaration under paragraph (1)\nof this article, the Convention is to extend to all territorial units\nof that State.\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nFinal Provisions Part 4\nArticle 94\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 43\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nArticle 94\n(1) Two or more Contracting States which have the same or closely\nrelated legal rules on matters governed by this Convention may\nat any time declare that the Convention is not to apply to\ncontracts of sale or to their formation where the parties have\ntheir places of business in those States. Such declarations may\nbe made jointly or by reciprocal unilateral declarations.\n(2) A Contracting State which has the same or closely related legal\nrules on matters governed by this Convention as one or more\nnon-Contracting States may at any time declare that the\nConvention is not to apply to contracts of sale or to their\nformation where the parties have their places of business in\nthose States.\n(3) If a State which is the object of a declaration under the\npreceding paragraph subsequently becomes a Contracting State,\nthe declaration made will, as from the date on which the\nConvention enters into force in respect of the new Contracting\nState, have the effect of a declaration made under paragraph (1),\nprovided that the new Contracting State joins in such\ndeclaration or makes a reciprocal unilateral declaration.\nArticle 95\nAny State may declare at the time of the deposit of its\ninstrument of ratification, acceptance, approval or accession that\nit will not be bound by subparagraph (1) (b) of article 1 of this\nConvention.\nArticle 96\nA Contracting State whose legislation requires contracts of sale\nto be concluded in or evidenced by writing may at any time\nmake a declaration in accordance with article 12 that any\nprovision of article 11, article 29, or part 2 of this Convention,\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 4 Final Provisions\nArticle 97\npage 44 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nthat allows a contract of sale or its modification or termination\nby agreement or any offer, acceptance, or other indication of\nintention to be made in any form other than in writing, does not\napply where any party has his place of business in that State.\nArticle 97\n(1) Declarations made under this Convention at the time of\nsignature are subject to confirmation upon ratification,\nacceptance or approval.\n(2) Declarations and confirmations of declarations are to be in\nwriting and be formally notified to the depositary.\n(3) A declaration takes effect simultaneously with the entry into\nforce of this Convention in respect of the State concerned.\nHowever, a declaration of which the depositary receives formal\nnotification after such entry into force takes effect on the first\nday of the month following the expiration of six months after\nthe date of its receipt by the depositary. Reciprocal unilateral\ndeclarations under article 94 take effect on the first day of the\nmonth following the expiration of six months after the receipt of\nthe latest declaration by the depositary.\n(4) Any State which makes a declaration under this Convention\nmay withdraw it at any time by a formal notification in writing\naddressed to the depositary. Such withdrawal is to take effect\non the first day of the month following the expiration of six\nmonths after the date of the receipt of the notification by the\ndepositary.\n(5) A withdrawal of a declaration made under article 94 renders\ninoperative, as from the date on which the withdrawal takes\neffect, any reciprocal declaration made by another State under\nthat article.\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nFinal Provisions Part 4\nArticle 98\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 45\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nArticle 98\nNo reservations are permitted except those expressly authorized\nin this Convention.\nArticle 99\n(1) This Convention enters into force, subject to the provisions of\nparagraph (6) of this article, on the first day of the month\nfollowing the expiration of twelve months after the date of\ndeposit of the tenth instrument of ratification, acceptance,\napproval or accession, including an instrument which contains a\ndeclaration made under article 92.\n(2) When a State ratifies, accepts, approves or accedes to this\nConvention after the deposit of the tenth instrument of\nratification, acceptance, approval or accession, this Convention,\nwith the exception of the part excluded, enters into force in\nrespect of that State, subject to the provisions of paragraph (6)\nof this article, on the first day of the month following the\nexpiration of twelve months after the date of the deposit of its\ninstrument of ratification, acceptance, approval or accession.\n(3) A State which ratifies, accepts, approves or accedes to this\nConvention and is a party to either or both the Convention\nrelating to a Uniform Law on the Formation of Contracts for the\nInternational Sale of Goods done at The Hague on 1 July 1964\n(1964 Hague Formation Convention) and the Convention\nrelating to a Uniform Law on the International Sale of Goods\ndone at The Hague on 1 July 1964 (1964 Hague Sales\nConvention) shall at the same time denounce, as the case may\nbe, either or both the 1964 Hague Sales Convention and the\n1964 Hague Formation Convention by notifying the\nGovernment of the Netherlands to that effect.\n(4) A State party to the 1964 Hague Sales Convention which\nratifies, accepts, approves or accedes to the present Convention\n\nSchedule 1 United Nations Convention on Contracts for the International Sale of\nGoods\nPart 4 Final Provisions\nArticle 100\npage 46 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nand declares or has declared under article 92 that it will not be\nbound by part 2 of this Convention shall at the time of\nratification, acceptance, approval or accession denounce the\n1964 Hague Sales Convention by notifying the Government of\nthe Netherlands to that effect.\n(5) A State party to the 1964 Hague Formation Convention which\nratifies, accepts, approves or accedes to the present Convention\nand declares or has declared under article 92 that it will not be\nbound by part 3 of this Convention shall at the time of\nratification, acceptance, approval or accession denounce the\n1964 Hague Formation Convention by notifying the\nGovernment of the Netherlands to that effect.\n(6) For the purpose of this article, ratifications, acceptances,\napprovals and accessions in respect of this Convention by States\nparties to the 1964 Hague Formation Convention or to the 1964\nHague Sales Convention shall not be effective until such\ndenunciations as may be required on the part of those States in\nrespect of the latter two Conventions have themselves become\neffective. The depositary of this Convention shall consult with\nthe Government of the Netherlands, as the depositary of the\n1964 Conventions, so as to ensure necessary co-ordination in\nthis respect.\nArticle 100\n(1) This Convention applies to the formation of a contract only\nwhen the proposal for concluding the contract is made on or\nafter the date when the Convention enters into force in respect\nof the Contracting States referred to in subparagraph (1) (a) or\nthe Contracting State referred to in subparagraph (1) (b) of\narticle 1.\n(2) This Convention applies only to contracts concluded on or after\nthe date when the Convention enters into force in respect of the\n\nUnited Nations Convention on Contracts for the International Sale of\nGoods\nSchedule 1\nFinal Provisions Part 4\nArticle 101\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 47\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nContracting States referred to in subparagraph (1) (a) or the\nContracting State referred to in subparagraph (1) (b) of article 1.\nArticle 101\n(1) A Contracting State may denounce this Convention, or part 2 or\npart 3 of the Convention, by a formal notification in writing\naddressed to the depositary.\n(2) The denunciation takes effect on the first day of the month\nfollowing the expiration of twelve months after the notification\nis received by the depositary. Where a longer period for the\ndenunciation to take effect is specified in the notification, the\ndenunciation takes effect upon the expiration of such longer\nperiod after the notification is received by the depositary.\nDONE at Vienna, this eleventh day of April, one thousand nine\nhundred and eighty, in a single original, of which the Arabic,\nChinese, English, French, Russian and Spanish texts are equally\nauthentic.\nIN WITNESS WHEREOF the undersigned plenipotentiaries,\nbeing duly authorized by their respective Governments, have\nsigned this Convention.\n\nDictionary\npage 48 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nDictionary\n(see s 2)\nNote 1 The Legislation Act contains definitions and other provisions relevant to\nthis Act.\nNote 2 For example, the Legislation Act, dict, pt 1, defines the following terms:\n• ACT\n• document\n• Minister (see s 162).\nconvention—see section 3.\n\nEndnotes\nAbout the endnotes 1\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 49\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nEndnotes\n1 About the endnotes\nAmending and modifying laws are annotated in the legislation history and the\namendment history. Current modifications are not included in the republished\nlaw but are set out in the endnotes.\nNot all editorial amendments made under the Legislation Act 2001, part 11.3 are\nannotated in the amendment history. Full details of any amendments can be\nobtained from the Parliamentary Counsel’s Office.\nUncommenced amending laws and expiries are listed in the legislation history and\nthe amendment history. These details are underlined. Uncommenced provisions\nand amendments are not included in the republished law but are set out in the last\nendnote.\nIf all the provisions of the law have been renumbered, a table of renumbered\nprovisions gives details of previous and current numbering.\nThe endnotes also include a table of earlier republications.\n2 Abbreviation key\nam = amended ord = ordinance\namdt = amendment orig = original\nch = chapter par = paragraph/subparagraph\ndef = definition pres = present\ndict = dictionary prev = previous\ndisallowed = disallowed by the Legislative (prev...) = previously\nAssembly pt = part\ndiv = division r = rule/subrule\nexp = expires/expired renum = renumbered\nGaz = gazette reloc = relocated\nhdg = heading R[X] = Republication No\nIA = Interpretation Act 1967 RI = reissue\nins = inserted/added s = section/subsection\nLA = Legislation Act 2001 sch = schedule\nLR = legislation register sdiv = subdivision\nLRA = Legislation (Republication) Act 1996 sub = substituted\nmod = modified/modification SL = Subordinate Law\no = order underlining = whole or part not commenced\nom = omitted/repealed or to be expired\n\nEndnotes\n3 Legislation history\npage 50 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n3 Legislation history\nThis Act was originally a Commonwealth ordinance—the Sale of Goods (Vienna\nConvention) Ordinance 1987 No 11 (Cwlth).\nThe Australian Capital Territory (Self-Government) Act 1988 (Cwlth), s 34 (4)\nconverted most former Commonwealth ordinances in force in the ACT into ACT\nenactments. This allowed the ACT Legislative Assembly to amend and repeal the\nlaws. This Act was converted into an ACT enactment on 11 May 1989 (self-\ngovernment day).\nAs with most ordinances in force in the ACT, the name was changed from\nOrdinance to Act by the Self-Government (Citation of Laws) Act 1989 A1989-21,\ns 5 on 11 May 1989 (self-government day).\nBefore 11 May 1989, ordinances commenced on their notification day unless\notherwise stated (see Seat of Government (Administration) Act 1910 (Cwlth),\ns 12).\nLegislation before becoming Territory enactment\nSale of Goods (Vienna Convention) Act 1987 A1987-11\nnotified 9 April 1987\nss 1-3 commenced 9 April 1987 (s 2 (1))\nremainder commenced 1 April 1989 (s 2 (2) and Cwlth Gaz 1989\nNo S105)\nas amended by\nSelf-Government (Consequential Amendments) Ordinance 1989\nOrd1989-38 sch 1\nnotified 10 May 1989 (Cwlth Gaz 1989 No S160)\ns 1, s 2 commenced 10 May 1989 (s 2 (1))\nsch 1 commenced 11 May 1989 (s 2 (2) and see Cwlth Gaz 1989\nNo S164)\nSale of Goods (Vienna Convention) (Amendment) Ordinance 1989\nOrd1989-52\nnotified 10 May 1989\ncommenced 10 May 1989\n\nEndnotes\nAmendment history 4\nR4\n12/04/07\nSale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\npage 51\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nLegislation after becoming Territory enactment\nActs Revision (Position of Crown) Act 1993 A1993-44 sch 2\nnotified 27 August 1993 (Gaz 1993 No S165)\ncommenced 27 August 1993 (s 2)\nLegal Practitioners (Consequential Amendments) Act 1997 A1997-96\nsch 1\nnotified 1 December 1997 (Gaz 1997 No S380)\ns 1, s 2 commenced 1 December 1997 (s 2 (1))\nsch 1 commenced 1 June 1998 (s 2 (2))\nLegislation (Consequential Amendments) Act 2001 A2001-44 pt 354\nnotified 26 July 2001 (Gaz 2001 No 30)\ns 1, s 2 commenced 26 July 2001 (IA s 10B)\npt 354 commenced 12 September 2001 (s 2 and see Gaz 2001\nNo S65)\nStatute Law Amendment Act 2007 A2007-3 sch 3 pt 3.89\nnotified LR 22 March 2007\ns 1, s 2 taken to have commenced 1 July 2006 (LA s 75 (2))\nsch 3 pt 3.89 commenced 12 April 2007 (s 2 (1))\n4 Amendment history\nDictionary\ns 2 om A2001-44 amdt 1.3836\nins A2007-3 amdt 3.459\nNotes\ns 2A ins A2007-3 amdt 3.459\nAct binds Crown\ns 4 om A1993-44 sch 2\nEvidence of certain matters\ns 7 am Ord1989-38 sch 1; A1997-96 sch 1; A2001-44 amdt\n1.3837, amdt 1.3838\nSeat of Government (Administration) Ordinance 1930—amendment\ns 8 om Ord1989-52 s 3\nUnited Nations Convention on Contracts for the International Sale of Goods\nsch 1 (prev sch) am Ord1989-52 s 4\nrenum R3 LA\n\nEndnotes\n5 Earlier republications\npage 52 Sale of Goods (Vienna Convention) Act 1987\nEffective: 12/04/07\nR4\n12/04/07\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nDictionary\ndict ins A2007-3 amdt 3.460\ndef convention ins A2007-3 amdt 3.460\n5 Earlier republications\nSome earlier republications were not numbered. The number in column 1 refers to\nthe publication order.\nSince 12 September 2001 every authorised republication has been published in\nelectronic pdf format on the ACT legislation register. A selection of authorised\nrepublications have also been published in printed format. These republications\nare marked with an asterisk (*) in column 1. Electronic and printed versions of an\nauthorised republication are identical.\nRepublication No Amendments to Republication date\n1 Ord1989-52 31 October 1991\n2 A1997-96 31 March 1999\n3 A2001-44 13 June 2002\n© Australian Capital Territory 2007","sortOrder":0}],"analysis":{"issue_detection":{"absurdities":[],"contradictions":[]},"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"},"kimi_summary":{"content_quality":"ok","complexity_score":6,"scope_assessment":{"changed":false,"description":"The legislation remains true to its original purpose of implementing the Vienna Convention in the ACT. The Act has not expanded beyond its original scope as a 'giving effect' statute. Minor amendments over time have been technical (updating references to the Legislation Act, removing spent provisions about the Crown, updating evidence provisions regarding lawyers rather than just barristers/solicitors) rather than substantive expansions of the Convention's application."},"complexity_factors":["The Act itself is short (7 sections) but incorporates by reference the entire Vienna Convention (Schedule 1), which contains 101 Articles across 4 Parts.","The Convention uses technical legal terminology (e.g., 'fundamental breach', 'avoidance of contract', 'restitution', 'specific performance') that requires legal interpretation.","Complex conditional logic throughout the Convention, particularly regarding when the Convention applies (Articles 1-6) and when parties can avoid the contract (Articles 49, 64, 72).","Multiple cross-references between Articles (e.g., Article 46 references Articles 37, 39, 48; Article 74 is referenced throughout damages provisions).","Nested exceptions: For example, Article 2 excludes consumer sales, but Article 2(a) creates an exception to that exclusion if the seller didn't know the goods were for consumer use.","Temporal and jurisdictional triggers: The Convention applies based on when contracts were formed and the location of parties' places of business (Articles 1, 100).","Interaction with private international law rules (Article 1(1)(b)) creates complexity in determining applicable law.","The Convention allows parties to 'opt out' (Article 6), creating a conditional application framework."],"plain_english_summary":"This Act incorporates the UN Convention on Contracts for the International Sale of Goods (CISG) into ACT law, so qualifying international business-to-business sales in the Territory follow the Convention’s rules rather than inconsistent local law. It primarily affects ACT businesses trading with counterparties in CISG countries (consumers and certain sales are excluded). The change standardises contract formation, performance and remedies across borders, reducing legal uncertainty for cross‑border trade."},"flash_summary":{"complexity_score":6,"scope_assessment":{"changed":false,"description":"No substantive expansion of scope from the Act’s original purpose is evident. The Act’s mechanical goal—giving force to the CISG within the ACT—remains intact. Subsequent amendments recorded in the history are primarily technical or procedural (conversion from Commonwealth ordinance to ACT enactment, evidence/administrative provisions, editorial changes and minor amendments to the dictionary and notes). Those changes do not broaden the core function of the instrument, which is to incorporate the CISG as the default rules for international sales as set out in Schedule 1."},"complexity_factors":["The Act itself is short (three operative sections) but incorporates the full CISG text (Schedule 1) of 101 Articles, substantially increasing substantive length.","Multiple cross‑references within the Convention (e.g. Arts 11, 12 and Art 96 interlock on written-form declarations), creating conditional application paths.","Options for State-level and party-level exclusions and declarations (Arts 6, 12, 92–97) require tracking of external instruments and depositary notices.","Numerous detailed procedural requirements and limitation periods (e.g. notice and two‑year rule in Arts 38–40) create compliance traps and conditional outcomes.","Interpretive requirement to apply an \"international\" and \"uniform\" approach (Art 7) means domestic courts must consult international sources and foreign jurisprudence.","Interaction with domestic law on specific matters (Art 4 excludes validity and property; s 6 makes Convention prevail where inconsistent) creates a two‑layer legal regime to be navigated.","Ministerial evidentiary mechanism (s 7) for declarations and entry‑into‑force dates ties the operation of the Convention to administrative notices outside the Act.","Exceptions and carve‑outs (Art 2 consumer/excluded categories; Art 5 personal injury exclusion) introduce heterogeneity in coverage.","Remedial complexity: multiple remedies, concurrent damages, and mitigation duties (Arts 45–77) with interlocking rules about avoidance, price reduction and substitute transactions."],"plain_english_summary":"**What this law does (mechanically)\n\n- Gives the United Nations Convention on Contracts for the International Sale of Goods (the \"CISG\" or \"Convention\") the force of law inside the Australian Capital Territory (ACT) (see section 5 and section 3; the full text of the Convention is in Schedule 1).\n- Where an ACT law conflicts with the Convention, the Convention overrides the ACT law to the extent of the inconsistency (s 6).\n- Provides a simple evidentiary route for notices about the Convention (for example, when it enters into force for another country or when a country makes or withdraws a declaration) by treating certain ministerial or certified documents as evidence of those facts (s 7).\n\nWho it affects\n\n- Businesses and people in the ACT who enter into contracts for the international sale of goods with parties whose places of business are in different States (CISG Article 1; incorporated by the Act at sch 1).\n- Sellers and buyers of goods in cross-border sales: the Convention sets default rules on formation of the contract, delivery, conformity of goods, remedies for breach, passing of risk, limitation periods and damages (see many Articles in Schedule 1, notably Arts 1, 14–24 (formation), 30–51 (seller), 53–64 (buyer), 67–70 (risk), 74–77 (damages)).\n- Consumers buying goods for personal, family or household use are generally excluded (CISG Art 2(a) in sch 1), unless the seller knew or ought to have known the goods were for such use.\n\nWhy it matters (official rationale and practical effects)\n\n- Official purpose-claim: to provide uniform, internationally agreed rules for cross-border sales that reduce legal uncertainty and barriers to international trade (preamble and sch 1). The Act implements that claim for the ACT by making the CISG directly applicable (s 5).\n\nPractical consequences, trade-offs and incentives\n\n- Contract default rules now differ from some domestic sale-of-goods rules. Parties trading internationally will be governed by CISG default rules unless they (a) choose to exclude the Convention (CISG Art 6, sch 1), or (b) are affected by a State-level declaration limiting parts of the Convention (see Arts 12 and 96, sch 1). This increases predictability for cross-border traders but can surprise domestic parties who expect local sale-of-goods doctrines.\n- Who pays / who bears cost: businesses bear the direct compliance and legal-education costs of operating under an unfamiliar set of rules (e.g. different notice requirements, time-limits for defects — CISG Arts 38–40, 39(2) two-year rule — and remedies). Courts and advisers bear interpretation costs (CISG Art 7 encourages interpretation in light of international character and uniformity).\n- Contract drafting incentives: parties have an explicit and enforceable ability to opt out of the CISG (Art 6). That creates a predictable choice architecture: sophisticated parties can contract for domestic law if they prefer; unsophisticated parties may simply have the CISG apply by default, which can impose unfamiliar liabilities.\n- Effects on small business: small exporters/importers may face disproportionately higher compliance and litigation risk if they do not know the Convention’s notice/limitation and conformity rules (see Arts 38–40, 50). This is a concentrated cost on those firms; benefits (uniform rules reducing legal frictions) are concentrated for regular cross-border traders.\n- Interaction with domestic law: the Convention purposely excludes questions of contract validity and property transfer (CISG Art 4, sch 1). That means domestic law still governs some key commercial questions (title, some statutory consumer protections), producing a two‑tiered regime that parties and courts must navigate.\n- Implementation and judicial risk: courts are directed to interpret the Convention with regard to its international character and to promote uniformity (CISG Art 7). That creates an implementation burden on courts and legal advisers to consult international sources and foreign decisions when applying the CISG.\n\nConcrete operational points (what people need to do differently)\n\n- Parties should check and, if they want a different rule, expressly exclude the CISG in their contract (CISG Art 6, sch 1).\n- Traders must pay attention to the CISG’s notice and time limits for claiming lack of conformity (Arts 38–40, sch 1) and to the Convention’s rules on remedies and damages (Arts 45–77, sch 1).\n- Businesses should monitor ministerial notices (s 7) about which States are bound and what declarations they have made, because those declarations (for example, requiring written form) alter the Convention’s application (see Arts 12 and 96 in sch 1).\n\nSelected statutory citations\n\n- Incorporation and force of law: s 5; definition of Convention: s 3; full text: Schedule 1.\n- Prevails over inconsistent ACT law: s 6.\n- Ministerial notices as evidence: s 7.\n- Key operational CISG provisions (in Schedule 1): Article 1 (scope), Article 2 (exclusions, including consumer sales), Article 6 (party autonomy to exclude), Article 7 (interpretation and uniformity), Articles 11–24 (formation of contract), Articles 30–51 (seller’s obligations and remedies), Articles 53–64 (buyer’s obligations and remedies), Articles 67–70 (risk), Articles 74–77 (damages), Article 79 (force majeure/exemptions), Article 96 & Article 12 (State declarations affecting written-form rules).\n\nNet effect summarised in plain terms\n\n- Mechanically: the Act imports the CISG into ACT law and makes it prevail over inconsistent ACT laws (s 5–6).\n- For affected businesses: it changes the default legal rules for cross-border sales; parties can opt out but must do so explicitly (CISG Art 6). Businesses and courts must learn and apply an international regime rather than relying solely on domestic sale-of-goods law (sch 1, Art 7)."}},"importantCases":[],"_links":{"self":"/api/acts/sale-of-goods-vienna-convention-act-1987","history":"/api/acts/sale-of-goods-vienna-convention-act-1987/history","analysis":"/api/acts/sale-of-goods-vienna-convention-act-1987/analysis","conflicts":"/api/acts/sale-of-goods-vienna-convention-act-1987/conflicts","importantCases":"/api/acts/sale-of-goods-vienna-convention-act-1987/important-cases","documents":"/api/acts/sale-of-goods-vienna-convention-act-1987/documents"}}