Australian Capital Territory
Sale of Goods (Vienna Convention)
Act 1987
A1987-11
Republication No 4
Effective: 12 April 2007
Republication date: 12 April 2007
Last amendment made by A2007-3
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About this republication
The republished law
This is a republication of the Sale of Goods (Vienna Convention) Act 1987 (including any
amendment made under the Legislation Act 2001, part 11.3 (Editorial changes)) as in force on
12 April 2007. It also includes any amendment, repeal or expiry affecting the republished law
to 12 April 2007.
The legislation history and amendment history of the republished law are set out in endnotes 3
and 4.
Kinds of republications
The Parliamentary Counsel’s Office prepares 2 kinds of republications of ACT laws (see the
ACT legislation register at www.legislation.act.gov.au):
• authorised republications to which the Legislation Act 2001 applies
• unauthorised republications.
The status of this republication appears on the bottom of each page.
Editorial changes
The Legislation Act 2001, part 11.3 authorises the Parliamentary Counsel to make editorial
amendments and other changes of a formal nature when preparing a law for republication.
Editorial changes do not change the effect of the law, but have effect as if they had been made
by an Act commencing on the republication date (see Legislation Act 2001, s 115 and s 117).
The changes are made if the Parliamentary Counsel considers they are desirable to bring the law
into line, or more closely into line, with current legislative drafting practice.
This republication does not include amendments made under part 11.3 (see endnote 1).
Uncommenced provisions and amendments
If a provision of the republished law has not commenced or is affected by an uncommenced
amendment, the symbol U appears immediately before the provision heading. The text of the
uncommenced provision or amendment appears only in the last endnote.
Modifications
If a provision of the republished law is affected by a current modification, the symbol M
appears immediately before the provision heading. The text of the modifying provision appears
in the endnotes. For the legal status of modifications, see Legislation Act 2001, section 95.
Penalties
The value of a penalty unit for an offence against this republished law at the republication date
is—
(a) if the person charged is an individual—$100; or
(b) if the person charged is a corporation—$500.
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Australian Capital Territory
Sale of Goods (Vienna Convention)
Act 1987
Contents
Page
1 Name of Act 2
2 Dictionary 2
2A Notes 2
3 Definition of convention 2
5 Convention to have the force of law 2
6 Convention to prevail in event of inconsistency 3
7 Evidence of certain matters 3
Schedule 1 United Nations Convention on Contracts for
the International Sale of Goods 4
Part 1 Sphere of Application and General Provisions 5
Chapter 1 Sphere of Application 5
Section 1 - Sale of Goods (Vienna Convention) Act 1987 - Sale of Goods (Vienna Convention) Act 1987 | Zoe
Contents
Page
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Chapter 2 General Provisions 7
Part 2 Formation of the Contract 10
Part 3 Sale of Goods 14
Chapter 1 General Provisions 14
Chapter 2 Obligations of the Seller 15
Section 1 Delivery of the goods and handing over of documents 15
Section 2 Conformity of the goods and third party claims 17
Section 3 Remedies for breach of contract by the seller 21
Chapter 3 Obligations of the Buyer 25
Section 1 Payment of the price 25
Section 2 Taking delivery 27
Section 3 Remedies for breach of contract by the buyer 27
Chapter 4 Passing of Risk 30
Chapter 5 Provisions Common to the Obligations of the Seller
and of the Buyer 32
Section 1 Anticipatory breach and instalment contracts 32
Section 2 Damages 34
Section 3 Interest 35
Section 4 Exemptions 35
Section 5 Effects of avoidance 36
Section 6 Preservation of the goods 38
Part 4 Final Provisions 41
Dictionary 48
Endnotes
1 About the endnotes 49
2 Abbreviation key 49
3 Legislation history 50
Contents
Page
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4 Amendment history 51
5 Earlier republications 52
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Australian Capital Territory
Sale of Goods (Vienna Convention)
Act 1987
An Act to give effect within the ACT to the United Nations Convention on
Contracts for the international sale of goods, and for other purposes
WHEREAS:
(1) the United Nations Convention on Contracts for the International
Sale of Goods was adopted at Vienna, Austria, on 10 April 1980 and
was opened for signature and also for accession on 11 April 1980;
and
(2) it has been agreed between the Commonwealth, the States and the
Northern Territory that the provisions of the convention should,
after it enters into force in respect of Australia, have the force of law
in the States and Territories by virtue of legislation of the respective
States and Territories:
Section 1
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1 Name of Act
This Act is the Sale of Goods (Vienna Convention) Act 1987.
2 Dictionary
The dictionary at the end of this Act is part of this Act.
Note 1 The dictionary at the end of this Act defines certain terms used in this
Act, and includes references (signpost definitions) to other terms
defined elsewhere in this Act.
For example, the signpost definition ‘convention—see section 3.’
means that the term ‘convention’ is defined in that section.
Note 2 A definition in the dictionary (including a signpost definition) applies to
the entire Act unless the definition, or another provision of the Act,
provides otherwise or the contrary intention otherwise appears (see
Legislation Act, s 155 and s 156 (1)).
2A Notes
A note included in this Act is explanatory and is not part of this Act.
Note See the Legislation Act, s 127 (1), (4) and (5) for the legal status of
notes.
3 Definition of convention
In this Act:
convention means the United Nations Convention on Contracts for
the International Sale of Goods adopted at Vienna, Austria, on
10 April 1980 and opened for signature and also for accession on
11 April 1980, a copy of the English text of which is set out in
schedule 1.
5 Convention to have the force of law
The provisions of the convention have the force of law in the ACT.
Section 6
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6 Convention to prevail in event of inconsistency
The provisions of the convention prevail over any other law in force
in the ACT to the extent of any inconsistency.
7 Evidence of certain matters
(1) A document purporting to be a notice issued by the Minister for this
Act, a document purporting to be a notice issued by a
Commonwealth Minister and published in the Commonwealth
Gazette or a document certified by a lawyer to be a true copy of
such a notice—
(a) declaring that the convention has entered or will enter into
force, with effect from a specified date, in relation to a
specified country; or
(b) declaring that a specified country has made a declaration under
the convention, part 4 and specifying details of that
declaration, including the date the declaration took or will take
effect; or
(c) declaring that a specified country has denounced the
convention or the convention, part 2 or 3 and specifying the
date the denunciation took or will take effect;
is evidence of the matters contained in the document.
(2) A notice issued by the Minister for this Act is a notifiable
instrument.
Note A notifiable instrument must be notified under the Legislation Act 2001.
Schedule 1 United Nations Convention on Contracts for the International Sale of Goods
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Schedule 1 United Nations Convention on
Contracts for the International
Sale of Goods
(see s 3)
The States Parties to this Convention,
BEARING IN MIND the broad objectives in the resolutions adopted
by the sixth special session of the General Assembly of the United
Nations on the establishment of a New International Economic
Order,
CONSIDERING that the development of international trade on the
basis of equality and mutual benefit is an important element in
promoting friendly relations among States,
BEING OF THE OPINION that the adoption of uniform rules
which govern contracts for the international sale of goods and take
into account the different social, economic and legal systems would
contribute to the removal of legal barriers in international trade and
promote the development of international trade,
HAVE AGREED as follows:
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Sphere of Application and General Provisions Part 1
Sphere of Application Chapter 1
Article 1
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Part 1 Sphere of Application and
General Provisions
Chapter 1 Sphere of Application
Article 1
(1) This Convention applies to contracts of sale of goods between
parties whose places of business are in different States:
(a) when the States are Contracting States; or
(b) when the rules of private international law lead to the
application of the law of a Contracting State.
(2) The fact that the parties have their places of business in different
States is to be disregarded whenever this fact does not appear
either from the contract or from any dealings between, or from
information disclosed by, the parties at any time before or at the
conclusion of the contract.
(3) Neither the nationality of the parties nor the civil or commercial
character of the parties or of the contract is to be taken into
consideration in determining the application of this Convention.
Article 2
This Convention does not apply to sales:
(a) of goods bought for personal, family or household use,
unless the seller, at any time before or at the conclusion of
the contract, neither knew nor ought to have known that
the goods were bought for any such use;
(b) by auction;
(c) on execution or otherwise by authority of law;
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 1 Sphere of Application and General Provisions
Chapter 1 Sphere of Application
Article 3
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(d) of stocks, shares, investment securities, negotiable
instruments or money;
(e) of ships, vessels, hovercraft or aircraft;
(f) of electricity.
Article 3
(1) Contracts for the supply of goods to be manufactured or
produced are to be considered sales unless the party who orders
the goods undertakes to supply a substantial part of the
materials necessary for such manufacture or production.
(2) This Convention does not apply to contracts in which the
preponderant part of the obligations of the party who furnishes
the goods consists in the supply of labour or other services.
Article 4
This Convention governs only the formation of the contract of
sale and the rights and obligations of the seller and the buyer
arising from such a contract. In particular, except as otherwise
expressly provided in this Convention, it is not concerned with:
(a) the validity of the contract or of any of its provisions or of
any usage;
(b) the effect which the contract may have on the property in
the goods sold.
Article 5
This Convention does not apply to the liability of the seller for
death or personal injury caused by the goods to any person.
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Sphere of Application and General Provisions Part 1
General Provisions Chapter 2
Article 6
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Article 6
The parties may exclude the application of this Convention or,
subject to article 12, derogate from or vary the effect of any of
its provisions.
Chapter 2 General Provisions
Article 7
(1) In the interpretation of the Convention, regard is to be had to its
international character and to the need to promote uniformity in
its application and the observance of good faith in international
trade.
(2) Questions concerning matters governed by this Convention
which are not expressly settled in it are to be settled in
conformity with the general principles on which it is based or,
in the absence of such principles, in conformity with the law
applicable by virtue of the rules of private international law.
Article 8
(1) For the purposes of this Convention statements made by and
other conduct of a party are to be interpreted according to his
intent where the other party knew or could not have been
unaware what that intent was.
(2) If the preceding paragraph is not applicable, statements made by
and other conduct of a party are to be interpreted according to
the understanding that a reasonable person of the same kind as
the other party would have had in the same circumstances.
(3) In determining the intent of a party or the understanding a
reasonable person would have had, due consideration is to be
given to all relevant circumstances of the case including the
negotiations, any practices which the parties have established
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 1 Sphere of Application and General Provisions
Chapter 2 General Provisions
Article 9
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between themselves, usages and any subsequent conduct of the
parties.
Article 9
(1) The parties are bound by any usage to which they have agreed
and by any practices which they have established between
themselves.
(2) The parties are considered, unless otherwise agreed, to have
impliedly made applicable to their contract or its formation a
usage of which the parties knew or ought to have known and
which in international trade is widely known to, and regularly
observed by, parties to contracts of the type involved in the
particular trade concerned.
Article 10
For the purposes of this Convention:
(a) if a party has more than one place of business, the place of
business is that which has the closest relationship to the
contract and its performance, having regard to the
circumstances known to or contemplated by the parties at
any time before or at the conclusion of the contract;
(b) if a party does not have a place of business, reference is to
be made to his habitual residence.
Article 11
A contract of sale need not be concluded in or evidenced by
writing and is not subject to any other requirement as to form.
It may be proved by any means, including witnesses.
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Sphere of Application and General Provisions Part 1
General Provisions Chapter 2
Article 12
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Article 12
Any provision of article 11, article 29 or part 2 of this
Convention that allows a contract of sale or its modification or
termination by agreement or any offer, acceptance or other
indication of intention to be made in any form other than in
writing does not apply where any party has his place of business
in a Contracting State which has made a declaration under
article 96 of this Convention. The parties may not derogate
from or vary the effect of this article.
Article 13
For the purposes of this Convention “writing” includes telegram
and telex.
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 2 Formation of the Contract
Article 14
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Part 2 Formation of the Contract
Article 14
(1) A proposal for concluding a contract addressed to one or more
specific persons constitutes an offer if it is sufficiently definite
and indicates the intention of the offeror to be bound in case of
acceptance. A proposal is sufficiently definite if it indicates the
goods and expressly or implicitly fixes or makes provision for
determining the quantity and the price.
(2) A proposal other than one addressed to one or more specific
persons is to be considered merely as an invitation to make
offers, unless the contrary is clearly indicated by the person
making the proposal.
Article 15
(1) An offer becomes effective when it reaches the offeree.
(2) An offer, even if it is irrevocable, may be withdrawn if the
withdrawal reaches the offeree before or at the same time as the
offer.
Article 16
(1) Until a contract is concluded an offer may be revoked if the
revocation reaches the offeree before he has dispatched an
acceptance.
(2) However, an offer cannot be revoked:
(a) if it indicates, whether by stating a fixed time for
acceptance or otherwise, that it is irrevocable; or
(b) if it was reasonable for the offeree to rely on the offer as
being irrevocable and the offeree has acted in reliance on
the offer.
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Formation of the Contract Part 2
Article 17
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Article 17
An offer, even if it is irrevocable, is terminated when a rejection
reaches the offeror.
Article 18
(1) A statement made by or other conduct of the offeree indicating
assent to an offer is an acceptance. Silence or inactivity does
not in itself amount to acceptance.
(2) An acceptance of an offer becomes effective at the moment the
indication of assent reaches the offeror. An acceptance is not
effective if the indication of assent does not reach the offeror
within the time he has fixed or, if no time is fixed, within a
reasonable time, due account being taken of the circumstances
of the transaction, including the rapidity of the means of
communication employed by the offeror. An oral offer must be
accepted immediately unless the circumstances indicate
otherwise.
(3) However, if, by virtue of the offer or as a result of practices
which the parties have established between themselves or of
usage, the offeree may indicate assent by performing an act,
such as one relating to the dispatch of the goods or payment of
the price, without notice to the offeror, the acceptance is
effective at the moment the act is performed, provided that the
act is performed within the period of time laid down in the
preceding paragraph.
Article 19
(1) A reply to an offer which purports to be an acceptance but
contains additions, limitations or other modifications is a
rejection of the offer and constitutes a counter-offer.
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 2 Formation of the Contract
Article 20
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(2) However, a reply to an offer which purports to be an acceptance
but contains additional or different terms which do not
materially alter the terms of the offer constitutes an acceptance,
unless the offeror, without undue delay, objects orally to the
discrepancy or dispatches a notice to that effect. If he does not
so object, the terms of the contract are the terms of the offer
with the modifications contained in the acceptance.
(3) Additional or different terms relating, among other things, to the
price, payment, quality and quantity of the goods, place and
time of delivery, extent of one party’s liability to the other or the
settlement of disputes are considered to alter the terms of the
offer materially.
Article 20
(1) A period of time for acceptance fixed by the offeror in a
telegram or a letter begins to run from the moment the telegram
is handed in for dispatch or from the date shown on the letter or,
if no such date is shown, from the date shown on the envelope.
A period of time for acceptance fixed by the offeror by
telephone, telex or other means of instantaneous
communication, begins to run from the moment that the offer
reaches the offeree.
(2) Official holidays or non-business days occurring during the
period for acceptance are included in calculating the period.
However, if a notice of acceptance cannot be delivered at the
address of the offeror on the last day of the period because that
day falls on an official holiday or a non-business day at the
place of business of the offeror, the period is extended until the
first business day which follows.
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Formation of the Contract Part 2
Article 21
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Article 21
(1) A late acceptance is nevertheless effective as an acceptance if
without delay the offeror orally so informs the offeree or
dispatches a notice to that effect.
(2) If a letter or other writing containing a late acceptance shows
that it has been sent in such circumstances that if its
transmission had been normal it would have reached the offeror
in due time, the late acceptance is effective as an acceptance
unless, without delay, the offeror orally informs the offeree that
he considers his offer as having lapsed or dispatches a notice to
that effect.
Article 22
An acceptance may be withdrawn if the withdrawal reaches the
offeror before or at the same time as the acceptance would have
become effective.
Article 23
A contract is concluded at the moment when an acceptance of
an offer becomes effective in accordance with the provisions of
this Convention.
Article 24
For the purposes of this part of the Convention, an offer,
declaration of acceptance or any other indication of intention
“reaches” the addressee when it is made orally to him or
delivered by any other means to him personally, to his place of
business or mailing address or, if he does not have a place of
business or mailing address, to his habitual residence.
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 3 Sale of Goods
Chapter 1 General Provisions
Article 25
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Part 3 Sale of Goods
Chapter 1 General Provisions
Article 25
A breach of contract committed by one of the parties is
fundamental if it results in such detriment to the other party as
substantially to deprive him of what he is entitled to expect
under the contract, unless the party in breach did not foresee and
a reasonable person of the same kind in the same circumstances
would not have foreseen such a result.
Article 26
A declaration of avoidance of the contract is effective only if
made by notice to the other party.
Article 27
Unless otherwise expressly provided in this part of the
Convention, if any notice, request or other communication is
given or made by a party in accordance with this part and by
means appropriate in the circumstances, a delay or error in the
transmission of the communication or its failure to arrive does
not deprive that party of the right to rely on the communication.
Article 28
If, in accordance with the provisions of this Convention, one
party is entitled to require performance of any obligation by the
other party, a court is not bound to enter a judgement for
specific performance unless the court would do so under its own
law in respect of similar contracts of sale not governed by this
Convention.
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Sale of Goods Part 3
Obligations of the Seller Chapter 2
Article 29
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Article 29
(1) A contract may be modified or terminated by the mere
agreement of the parties.
(2) A contract in writing which contains a provision requiring any
modification or termination by agreement to be in writing may
not be otherwise modified or terminated by agreement.
However, a party may be precluded by his conduct from
asserting such a provision to the extent that the other party has
relied on that conduct.
Chapter 2 Obligations of the Seller
Article 30
The seller must deliver the goods, hand over any documents
relating to them and transfer the property in the goods, as
required by the contract and this Convention.
Section 1 Delivery of the goods and handing
over of documents
Article 31
If the seller is not bound to deliver the goods at any other
particular place, his obligation to deliver consists:
(a) if the contract of sale involves carriage of the goods—in
handing the goods over to the first carrier for transmission
to the buyer;
(b) if, in cases not within the preceding subparagraph, the
contract relates to specific goods, or unidentified goods to
be drawn from a specific stock or to be manufactured or
produced, and at the time of the conclusion of the contract
the parties knew that the goods were at, or were to be
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 3 Sale of Goods
Chapter 2 Obligations of the Seller
Article 32
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manufactured or produced at, a particular place—in
placing the goods at the buyer’s disposal at that place;
(c) in other cases—in placing the goods at the buyer’s disposal
at the place where the seller had his place of business at the
time of the conclusion of the contract.
Article 32
(1) If the seller, in accordance with the contract or this Convention,
hands the goods over to a carrier and if the goods are not clearly
identified to the contract by markings on the goods, by shipping
documents or otherwise, the seller must give the buyer notice of
the consignment specifying the goods.
(2) If the seller is bound to arrange for carriage of the goods, he
must make such contracts as are necessary for carriage to the
place fixed by means of transportation appropriate in the
circumstances and according to the usual terms for such
transportation.
(3) If the seller is not bound to effect insurance in respect of the
carriage of the goods, he must, at the buyer’s request, provide
him with all available information necessary to enable him to
effect such insurance.
Article 33
The seller must deliver the goods:
(a) if a date is fixed by or determinable from the contract, on
that date;
(b) if a period of time is fixed by or determinable from the
contract, at any time within that period unless
circumstances indicate that the buyer is to choose a date; or
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Sale of Goods Part 3
Obligations of the Seller Chapter 2
Article 34
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(c) in any other case, within a reasonable time after the
conclusion of the contract.
Article 34
If the seller is bound to hand over documents relating to the
goods, he must hand them over at the time and place and in the
form required by the contract. If the seller has handed over
documents before that time, he may, up to that time, cure any
lack of conformity in the documents, if the exercise of this right
does not cause the buyer unreasonable inconvenience or
unreasonable expense. However, the buyer retains any right to
claim damages as provided for in this Convention.
Section 2 Conformity of the goods and third
party claims
Article 35
(1) The seller must deliver goods which are of the quantity, quality
and description required by the contract and which are
contained or packaged in the manner required by the contract.
(2) Except where the parties have agreed otherwise, the goods do
not conform with the contract unless they:
(a) are fit for the purposes for which goods of the same
description would ordinarily be used;
(b) are fit for any particular purpose expressly or impliedly
made known to the seller at the time of the conclusion of
the contract, except where the circumstances show that the
buyer did not rely, or that it was unreasonable for him to
rely, on the seller’s skill and judgement;
(c) possess the qualities of goods which the seller has held out
to the buyer as a sample or model;
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 3 Sale of Goods
Chapter 2 Obligations of the Seller
Article 36
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(d) are contained or packaged in the manner usual for such
goods or, where there is no such manner, in a manner
adequate to preserve and protect the goods.
(3) The seller is not liable under subparagraphs (a) to (d) of the
preceding paragraph for any lack of conformity of the goods if
at the time of the conclusion of the contract the buyer knew or
could not have been unaware of such lack of conformity.
Article 36
(1) The seller is liable in accordance with the contract and this
Convention for any lack of conformity which exists at the time
when the risk passes to the buyer, even though the lack of
conformity becomes apparent only after that time.
(2) The seller is also liable for any lack of conformity which occurs
after the time indicated in the preceding paragraph and which is
due to a breach of any of his obligations, including a breach of
any guarantee that for a period of time the goods will remain fit
for their ordinary purpose or for some particular purpose or will
retain specified qualities or characteristics.
Article 37
If the seller has delivered goods before the date for delivery, he
may, up to that date, deliver any missing part or make up any
deficiency in the quantity of the goods delivered, or deliver
goods in replacement of any non-conforming goods delivered or
remedy any lack of conformity in the goods delivered, provided
that the exercise of this right does not cause the buyer
unreasonable inconvenience or unreasonable expense.
However, the buyer retains any right to claim damages as
provided for in this Convention.
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Goods
Schedule 1
Sale of Goods Part 3
Obligations of the Seller Chapter 2
Article 38
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Article 38
(1) The buyer must examine the goods, or cause them to be
examined, within as short a period as is practicable in the
circumstances.
(2) If the contract involves carriage of the goods, examination may
be deferred until after the goods have arrived at their
destination.
(3) If the goods are redirected in transit or redispatched by the
buyer without a reasonable opportunity for examination by him
and at the time of the conclusion of the contract the seller knew
or ought to have known of the possibility of such redirection or
redispatch, examination may be deferred until after the goods
have arrived at the new destination.
Article 39
(1) The buyer loses the right to rely on a lack of conformity of the
goods if he does not give notice to the seller specifying the
nature of the lack of conformity within a reasonable time after
he has discovered it or ought to have discovered it.
(2) In any event, the buyer loses the right to rely on a lack of
conformity of the goods if he does not give the seller notice
thereof at the latest within a period of two years from the date
on which the goods were actually handed over to the buyer,
unless this time-limit is inconsistent with a contractual period of
guarantee.
Article 40
The seller is not entitled to rely on the provisions of articles 38
and 39 if the lack of conformity relates to facts of which he
knew or could not have been unaware and which he did not
disclose to the buyer.
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 3 Sale of Goods
Chapter 2 Obligations of the Seller
Article 41
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Article 41
The seller must deliver goods which are free from any right or
claim of a third party, unless the buyer agreed to take the goods
subject to that right or claim. However, if such right or claim is
based on industrial property or other intellectual property, the
seller’s obligation is governed by article 42.
Article 42
(1) The seller must deliver goods which are free from any right or
claim of a third party based on industrial property or other
intellectual property, of which at the time of the conclusion of
the contract the seller knew or could not have been unaware,
provided that the right or claim is based on industrial property
or other intellectual property:
(a) under the law of the State where the goods will be resold
or otherwise used, if it was contemplated by the parties at
the time of the conclusion of the contract that the goods
would be resold or otherwise used in that State; or
(b) in any other case, under the law of the State where the
buyer has his place of business.
(2) The obligation of the seller under the preceding paragraph does
not extend to cases where:
(a) at the time of the conclusion of the contract the buyer
knew or could not have been unaware of the right or claim;
or
(b) the right or claim results from the seller’s compliance with
technical drawings, designs, formulae or other such
specifications furnished by the buyer.
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Sale of Goods Part 3
Obligations of the Seller Chapter 2
Article 43
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Article 43
(1) The buyer loses the right to rely on the provisions of article 41
or article 42 if he does not give notice to the seller specifying
the nature of the right or claim of the third party within a
reasonable time after he has become aware or ought to have
become aware of the right or claim.
(2) The seller is not entitled to rely on the provisions of the
preceding paragraph if he knew of the right or claim of the third
party and the nature of it.
Article 44
Notwithstanding the provisions of paragraph (1) of article 39
and paragraph (1) of article 43, the buyer may reduce the price
in accordance with article 50 or claim damages, except for loss
of profit, if he has a reasonable excuse for his failure to give the
required notice.
Section 3 Remedies for breach of contract by
the seller
Article 45
(1) If the seller fails to perform any of his obligations under the
contract or this Convention, the buyer may:
(a) exercise the rights provided in articles 46 to 52;
(b) claim damages as provided in articles 74 to 77.
(2) The buyer is not deprived of any right he may have to claim
damages by exercising his right to other remedies.
(3) No period of grace may be granted to the seller by a court or
arbitral tribunal when the buyer resorts to a remedy for breach
of contract.
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 3 Sale of Goods
Chapter 2 Obligations of the Seller
Article 46
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Article 46
(1) The buyer may require performance by the seller of his
obligations unless the buyer has resorted to a remedy which is
inconsistent with this requirement.
(2) If the goods do not conform with the contract, the buyer may
require delivery of substitute goods only if the lack of
conformity constitutes a fundamental breach of contract and a
request for substitute goods is made either in conjunction with
notice given under article 39 or within a reasonable time
thereafter.
(3) If the goods do not conform with the contract, the buyer may
require the seller to remedy the lack of conformity by repair,
unless this is unreasonable having regard to all the
circumstances. A request for repair must be made either in
conjunction with notice given under article 39 or within a
reasonable time thereafter.
Article 47
(1) The buyer may fix an additional period of time of reasonable
length for performance by the seller of his obligations.
(2) Unless the buyer has received notice from the seller that he will
not perform within the period so fixed, the buyer may not,
during that period, resort to any remedy for breach of contract.
However, the buyer is not deprived thereby of any right he may
have to claim damages for delay in performance.
Article 48
(1) Subject to article 49, the seller may, even after the date for
delivery, remedy at his own expense any failure to perform his
obligations, if he can do so without unreasonable delay and
without causing the buyer unreasonable inconvenience or
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Sale of Goods Part 3
Obligations of the Seller Chapter 2
Article 49
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uncertainty of reimbursement by the seller of expenses
advanced by the buyer. However, the buyer retains any right to
claim damages as provided for in this Convention.
(2) If the seller requests the buyer to make known whether he will
accept performance and the buyer does not comply with the
request within a reasonable time, the seller may perform within
the time indicated in his request. The buyer may not, during
that period of time, resort to any remedy which is inconsistent
with performance by the seller.
(3) A notice by the seller that he will perform within a specified
period of time is assumed to include a request, under the
preceding paragraph, that the buyer make known his decision.
(4) A request or notice by the seller under paragraph (2) or (3) of
this article is not effective unless received by the buyer.
Article 49
(1) The buyer may declare the contract avoided:
(a) if the failure by the seller to perform any of his obligations
under the contract or this Convention amounts to a
fundamental breach of contract; or
(b) in case of non-delivery, if the seller does not deliver the
goods within the additional period of time fixed by the
buyer in accordance with paragraph (1) of article 47 or
declares that he will not deliver within the period so fixed.
(2) However, in cases where the seller has delivered the goods, the
buyer loses the right to declare the contract avoided unless he
does so:
(a) in respect of late delivery, within a reasonable time after he
has become aware that delivery has been made;
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 3 Sale of Goods
Chapter 2 Obligations of the Seller
Article 50
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(b) in respect of any breach other than late delivery, within a
reasonable time:
(i) after he knew or ought to have known of the breach;
(ii) after the expiration of any additional period of time
fixed by the buyer in accordance with paragraph (1)
of article 47, or after the seller has declared that he
will not perform his obligations within such an
additional period; or
(iii) after the expiration of any additional period of time
indicated by the seller in accordance with paragraph
(2) of article 48, or after the buyer has declared that
he will not accept performance.
Article 50
If the goods do not conform with the contract and whether or
not the price has already been paid, the buyer may reduce the
price in the same proportion as the value that the goods actually
delivered had at the time of the delivery bears to the value that
conforming goods would have had at that time. However, if the
seller remedies any failure to perform his obligations in
accordance with article 37 or article 48 or if the buyer refuses to
accept performance by the seller in accordance with those
articles, the buyer may not reduce the price.
Article 51
(1) If the seller delivers only a part of the goods or if only a part of
the goods delivered is in conformity with the contract, articles
46 to 50 apply in respect of the part which is missing or which
does not conform.
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Sale of Goods Part 3
Obligations of the Buyer Chapter 3
Article 52
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(2) The buyer may declare the contract avoided in its entirety only
if the failure to make delivery completely or in conformity with
the contract amounts to a fundamental breach of the contract.
Article 52
(1) If the seller delivers the goods before the date fixed, the buyer
may take delivery or refuse to take delivery.
(2) If the seller delivers a quantity of goods greater than that
provided for in the contract, the buyer may take delivery or
refuse to take delivery of the excess quantity. If the buyer takes
delivery of all or part of the excess quantity, he must pay for it
at the contract rate.
Chapter 3 Obligations of the Buyer
Article 53
The buyer must pay the price for the goods and take delivery of
them as required by the contract and this Convention.
Section 1 Payment of the price
Article 54
The buyer’s obligation to pay the price includes taking such
steps and complying with such formalities as may be required
under the contract or any laws and regulations to enable
payment to be made.
Article 55
Where a contract has been validly concluded but does not
expressly or implicitly fix or make provision for determining the
price, the parties are considered, in the absence of any
indication to the contrary, to have impliedly made reference to
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 3 Sale of Goods
Chapter 3 Obligations of the Buyer
the price generally charged at the time of the conclusion of the contract for such goods
sold under comparable circumstances in the trade concerned.
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the price generally charged at the time of the conclusion of the
contract for such goods sold under comparable circumstances in
the trade concerned.
Article 56
If the price is fixed according to the weight of the goods, in case
of doubt it is to be determined by the net weight.
Article 57
(1) If the buyer is not bound to pay the price at any other particular
place, he must pay it to the seller:
(a) at the seller’s place of business; or
(b) if the payment is to be made against the handing over of
the goods or of documents, at the place where the handing
over takes place.
(2) The seller must bear any increase in the expenses incidental to
payment which is caused by a change in his place of business
subsequent to the conclusion of the contract.
Article 58
(1) If the buyer is not bound to pay the price at any other specific
time, he must pay it when the seller places either the goods or
documents controlling their disposition at the buyer’s disposal
in accordance with the contract and this Convention. The seller
may make such payment a condition for handing over the goods
or documents.
(2) If the contract involves carriage of the goods, the seller may
dispatch the goods on terms whereby the goods, or documents
controlling their disposition, will not be handed over to the
buyer except against payment of the price.
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Sale of Goods Part 3
Obligations of the Buyer Chapter 3
Article 59
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(3) The buyer is not bound to pay the price until he has had an
opportunity to examine the goods, unless the procedures for
delivery or payment agreed upon by the parties are inconsistent
with his having such an opportunity.
Article 59
The buyer must pay the price on the date fixed by or
determinable from the contract and this Convention without the
need for any request or compliance with any formality on the
part of the seller.
Section 2 Taking delivery
Article 60
The buyer’s obligation to take delivery consists:
(a) in doing all the acts which could reasonably be expected of
him in order to enable the seller to make delivery; and
(b) in taking over the goods.
Section 3 Remedies for breach of contract by
the buyer
Article 61
(1) If the buyer fails to perform any of his obligations under the
contract or this Convention, the seller may:
(a) exercise the rights provided in articles 62 to 65;
(b) claim damages as provided in articles 74 to 77.
(2) The seller is not deprived of any right he may have to claim
damages by exercising his right to other remedies.
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 3 Sale of Goods
Chapter 3 Obligations of the Buyer
Article 62
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(3) No period of grace may be granted to the buyer by a court or
arbitral tribunal when the seller resorts to a remedy for breach of
contract.
Article 62
The seller may require the buyer to pay the price, take delivery
or perform his other obligations, unless the seller has resorted to
a remedy which is inconsistent with this requirement.
Article 63
(1) The seller may fix an additional period of time of reasonable
length for performance by the buyer of his obligations.
(2) Unless the seller has received notice from the buyer that he will
not perform within the period so fixed, the seller may not,
during that period, resort to any remedy for breach of contract.
However, the seller is not deprived thereby of any right he may
have to claim damages for delay in performance.
Article 64
(1) The seller may declare the contract avoided:
(a) if the failure by the buyer to perform any of his obligations
under the contract or this Convention amounts to a
fundamental breach of contract; or
(b) if the buyer does not, within the additional period of time
fixed by the seller in accordance with paragraph (1) of
article 63, perform his obligation to pay the price or take
delivery of the goods, or if he declares that he will not do
so within the period so fixed.
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Sale of Goods Part 3
Passing of Risk Chapter 4
Article 65
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(2) However, in cases where the buyer has paid the price, the seller
loses the right to declare the contract avoided unless he does so:
(a) in respect of late performance by the buyer, before the
seller has become aware that performance has been
rendered; or
(b) in respect of any breach other than late performance by the
buyer, within a reasonable time:
(i) after the seller knew or ought to have known of the
breach; or
(ii) after the expiration of any additional period of time
fixed by the seller in accordance with paragraph (1)
of article 63, or after the buyer has declared that he
will not perform his obligations within such an
additional period.
Article 65
(1) If under the contract the buyer is to specify the form,
measurement or other features of the goods and he fails to make
such specification either on the date agreed upon or within a
reasonable time after receipt of a request from the seller, the
seller may, without prejudice to any other rights he may have,
make the specification himself in accordance with the
requirements of the buyer that may be known to him.
(2) If the seller makes the specification himself, he must inform the
buyer of the details thereof and must fix a reasonable time
within which the buyer may make a different specification. If,
after receipt of such a communication, the buyer fails to do so
within the time so fixed, the specification made by the seller is
binding.
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 3 Sale of Goods
Chapter 4 Passing of Risk
Article 66
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Chapter 4 Passing of Risk
Article 66
Loss of or damage to the goods after the risk has passed to the
buyer does not discharge him from his obligation to pay the
price, unless the loss or damage is due to an act or omission of
the seller.
Article 67
(1) If the contract of sale involves carriage of the goods and the
seller is not bound to hand them over at a particular place, the
risk passes to the buyer when the goods are handed over to the
first carrier for transmission to the buyer in accordance with the
contract of sale. If the seller is bound to hand the goods over to
a carrier at a particular place, the risk does not pass to the buyer
until the goods are handed over to the carrier at that place. The
fact that the seller is authorized to retain documents controlling
the disposition of the goods does not affect the passage of the
risk.
(2) Nevertheless, the risk does not pass to the buyer until the goods
are clearly identified to the contract, whether by markings on
the goods, by shipping documents, by notice given to the buyer
or otherwise.
Article 68
The risk in respect of goods sold in transit passes to the buyer
from the time of the conclusion of the contract. However, if the
circumstances so indicate, the risk is assumed by the buyer from
the time the goods were handed over to the carrier who issued
the documents embodying the contract of carriage.
Nevertheless, if at the time of the conclusion of the contract of
sale the seller knew or ought to have known that the goods had
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Sale of Goods Part 3
Provisions Common to the Obligations of the Seller and of the Buyer Chapter 5
been lost or damaged and did not disclose this to the buyer, the loss or damage is at the
risk of the seller.
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been lost or damaged and did not disclose this to the buyer, the
loss or damage is at the risk of the seller.
Article 69
(1) In cases not within articles 67 and 68, the risk passes to the
buyer when he takes over the goods or, if he does not do so in
due time, from the time when the goods are placed at his
disposal and he commits a breach of contract by failing to take
delivery.
(2) However, if the buyer is bound to take over the goods at a place
other than a place of business of the seller, the risk passes when
delivery is due and the buyer is aware of the fact that the goods
are placed at his disposal at that place.
(3) If the contract relates to goods not then identified, the goods are
considered not to be placed at the disposal of the buyer until
they are clearly identified to the contract.
Article 70
If the seller has committed a fundamental breach of contract,
articles 67, 68 and 69 do not impair the remedies available to
the buyer on account of the breach.
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 3 Sale of Goods
Chapter 5 Provisions Common to the Obligations of the Seller and of the Buyer
Article 71
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Chapter 5 Provisions Common to the
Obligations of the Seller and of the
Buyer
Section 1 Anticipatory breach and instalment
contracts
Article 71
(1) A party may suspend the performance of his obligations if, after
the conclusion of the contract, it becomes apparent that the other
party will not perform a substantial part of his obligations as a
result of:
(a) a serious deficiency in his ability to perform or in his
creditworthiness; or
(b) his conduct in preparing to perform or in performing the
contract.
(2) If the seller has already dispatched the goods before the grounds
described in the preceding paragraph become evident, he may
prevent the handing over of the goods to the buyer even though
the buyer holds a document which entitles him to obtain them.
The present paragraph relates only to the rights in the goods as
between the buyer and the seller.
(3) A party suspending performance, whether before or after
dispatch of the goods, must immediately give notice of the
suspension to the other party and must continue with
performance if the other party provides adequate assurance of
his performance.
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Goods
Schedule 1
Sale of Goods Part 3
Provisions Common to the Obligations of the Seller and of the Buyer Chapter 5
Article 72
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Article 72
(1) If prior to the date for performance of the contract it is clear that
one of the parties will commit a fundamental breach of contract,
the other party may declare the contract avoided.
(2) If time allows, the party intending to declare the contract
avoided must give reasonable notice to the other party in order
to permit him to provide adequate assurance of his performance.
(3) The requirements of the preceding paragraph do not apply if the
other party has declared that he will not perform his obligations.
Article 73
(1) In the case of a contract for delivery of goods by instalments, if
the failure of one party to perform any of his obligations in
respect of any instalment constitutes a fundamental breach of
contract with respect to that instalment, the other party may
declare the contract avoided with respect to that instalment.
(2) If one party’s failure to perform any of his obligations in respect
of any instalment gives the other party good grounds to
conclude that a fundamental breach of contract will occur with
respect to future instalments, he may declare the contract
avoided for the future, provided that he does so within a
reasonable time.
(3) A buyer who declares the contract avoided in respect of any
delivery may, at the same time, declare it avoided in respect of
deliveries already made or of future deliveries if, by reason of
their interdependence, those deliveries could not be used for the
purpose contemplated by the parties at the time of the
conclusion of the contract.
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 3 Sale of Goods
Chapter 5 Provisions Common to the Obligations of the Seller and of the Buyer
Article 74
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Section 2 Damages
Article 74
Damages for breach of contract by one party consist of a sum
equal to the loss, including loss of profit, suffered by the other
party as a consequence of the breach. Such damages may not
exceed the loss which the party in breach foresaw or ought to
have foreseen at the time of the conclusion of the contract, in
the light of the facts and matters of which he then knew or ought
to have known, as a possible consequence of the breach of
contract.
Article 75
If the contract is avoided and if, in a reasonable manner and
within a reasonable time after avoidance, the buyer has bought
goods in replacement or the seller has resold the goods, the
party claiming damages may recover the difference between the
contract price and the price in the substitute transaction as well
as any further damages recoverable under article 74.
Article 76
(1) If the contract is avoided and there is a current price for the
goods, the party claiming damages may, if he has not made a
purchase or resale under article 75, recover the difference
between the price fixed by the contract and the current price at
the time of avoidance as well as any further damages
recoverable under article 74. If, however, the party claiming
damages has avoided the contract after taking over the goods,
the current price at the time of such taking over shall be applied
instead of the current price at the time of avoidance.
(2) For the purposes of the preceding paragraph, the current price is
the price prevailing at the place where delivery of the goods
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Goods
Schedule 1
Sale of Goods Part 3
Provisions Common to the Obligations of the Seller and of the Buyer Chapter 5
Article 77
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should have been made or, if there is no current price at that
place, the price at such other place as serves as a reasonable
substitute, making due allowance for differences in the cost of
transporting the goods.
Article 77
A party who relies on a breach of contract must take such
measures as are reasonable in the circumstances to mitigate the
loss, including loss of profit, resulting from the breach. If he
fails to take such measures, the party in breach may claim a
reduction in the damages in the amount by which the loss
should have been mitigated.
Section 3 Interest
Article 78
If a party fails to pay the price or any other sum that is in
arrears, the other party is entitled to interest on it, without
prejudice to any claim for damages recoverable under article 74.
Section 4 Exemptions
Article 79
(1) A party is not liable for a failure to perform any of his
obligations if he proves that the failure was due to an
impediment beyond his control and that he could not reasonably
be expected to have taken the impediment into account at the
time of the conclusion of the contract or to have avoided or
overcome it or its consequences.
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 3 Sale of Goods
Chapter 5 Provisions Common to the Obligations of the Seller and of the Buyer
Article 80
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(2) If the party’s failure is due to the failure by a third person whom
he has engaged to perform the whole or a party of the contract,
that party is exempt from liability only if:
(a) he is exempt under the preceding paragraph; and
(b) the person whom he has so engaged would be so exempt if
the provisions of that paragraph were applied to him.
(3) The exemption provided by this article has effect for the period
during which the impediment exists.
(4) The party who fails to perform must give notice to the other
party of the impediment and its effect on his ability to perform.
If the notice is not received by the other party within a
reasonable time after the party who fails to perform knew or
ought to have known of the impediment, he is liable for
damages resulting from such non-receipt.
(5) Nothing in this article prevents either party from exercising any
right other than to claim damages under this Convention.
Article 80
A party may not rely on a failure of the other party to perform,
to the extent that such failure was caused by the first party’s act
or omission.
Section 5 Effects of avoidance
Article 81
(1) Avoidance of the contract releases both parties from their
obligations under it, subject to any damages which may be due.
Avoidance does not affect any provision of the contract for the
settlement of disputes or any other provision of the contract
governing the rights and obligations of the parties consequent
upon the avoidance of the contract.
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Sale of Goods Part 3
Provisions Common to the Obligations of the Seller and of the Buyer Chapter 5
Article 82
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(2) A party who has performed the contract either wholly or in part
may claim restitution from the other party of whatever the first
party has supplied or paid under the contract. If both parties are
bound to make restitution, they must do so concurrently.
Article 82
(1) The buyer loses the right to declare the contract avoided or to
require the seller to deliver substitute goods if it is impossible
for him to make restitution of the goods substantially in the
condition in which he received them.
(2) The preceding paragraph does not apply:
(a) if the impossibility of making restitution of the goods or of
making restitution of the goods substantially in the
condition in which the buyer received them is not due to
his act or omission;
(b) if the goods or part of the goods have perished or
deteriorated as a result of the examination provided for in
article 38; or
(c) if the goods or part of the goods have been sold in the
normal course of business or have been consumed or
transformed by the buyer in the course of normal use
before he discovered or ought to have discovered the lack
of conformity.
Article 83
A buyer who has lost the right to declare the contract avoided or
to require the seller to deliver substitute goods in accordance
with article 82 retains all other remedies under the contract and
this Convention.
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 3 Sale of Goods
Chapter 5 Provisions Common to the Obligations of the Seller and of the Buyer
Article 84
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Article 84
(1) If the seller is bound to refund the price, he must also pay
interest on it, from the date on which the price was paid.
(2) The buyer must account to the seller for all benefits which he
has derived from the goods or part of them:
(a) if he must make restitution of the goods or part of them; or
(b) if it is impossible for him to make restitution of all or part
of the goods or to make restitution of all or part of the
goods substantially in the condition in which he received
them, but he has nevertheless declared the contract avoided
or required the seller to deliver substitute goods.
Section 6 Preservation of the goods
Article 85
If the buyer is in delay in taking delivery of the goods or, where
payment of the price and delivery of the goods are to be made
concurrently, if he fails to pay the price, and the seller is either
in possession of the goods or otherwise able to control their
disposition, the seller must take such steps as are reasonable in
the circumstances to preserve them. He is entitled to retain
them until he has been reimbursed his reasonable expenses by
the buyer.
Article 86
(1) If the buyer has received the goods and intends to exercise any
right under the contract or this Convention to reject them, he
must take such steps to preserve them as are reasonable in the
circumstances. He is entitled to retain them until he has been
reimbursed his reasonable expenses by the seller.
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Sale of Goods Part 3
Provisions Common to the Obligations of the Seller and of the Buyer Chapter 5
Article 87
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(2) If goods dispatched to the buyer have been placed at his
disposal at their destination and he exercises the right to reject
them, he must take possession of them on behalf of the seller,
provided that this can be done without payment of the price and
without unreasonable inconvenience or unreasonable expense.
This provision does not apply if the seller or a person authorized
to take charge of the goods on his behalf is present at the
destination. If the buyer takes possession of the goods under
this paragraph, his rights and obligations are governed by the
preceding paragraph.
Article 87
A party who is bound to take steps to preserve the goods may
deposit them in a warehouse of a third person at the expense of
the other party provided that the expense incurred is not
unreasonable.
Article 88
(1) A party who is bound to preserve the goods in accordance with
article 85 or 86 may sell them by any appropriate means if there
has been an unreasonable delay by the other party in taking
possession of the goods or in taking them back or in paying the
price or the cost of preservation, provided that reasonable notice
of the intention to sell has been given to the other party.
(2) If the goods are subject to rapid deterioration or their
preservation would involve unreasonable expense, a party who
is bound to preserve the goods in accordance with article 85 or
86 must take reasonable measures to sell them. To the extent
possible he must give notice to the other party of his intention to
sell.
(3) A party selling the goods has the right to retain out of the
proceeds of sale an amount equal to the reasonable expenses of
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 3 Sale of Goods
Chapter 5 Provisions Common to the Obligations of the Seller and of the Buyer
Article 88
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preserving the goods and of selling them. He must account to
the other party for the balance.
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Final Provisions Part 4
Article 89
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Part 4 Final Provisions
Article 89
The Secretary-General of the United Nations is hereby
designated as the depositary for this Convention.
Article 90
This Convention does not prevail over any international
agreement which has already been or may be entered into and
which contains provisions concerning the matters governed by
this Convention, provided that the parties have their places of
business in States parties to such agreement.
Article 91
(1) This Convention is open for signature at the concluding meeting
of the United Nations Conference on Contracts for the
International Sale of Goods and will remain open for signature
by all States at the Headquarters of the United Nations, New
York until 30 September 1981.
(2) This Convention is subject to ratification, acceptance or
approval by the signatory States.
(3) This Convention is open for accession by all States which are
not signatory States as from the date it is open for signature.
(4) Instruments of ratification, acceptance, approval and accession
are to be deposited with the Secretary-General of the United
Nations.
Article 92
(1) A Contracting State may declare at the time of signature,
ratification, acceptance, approval or accession that it will not be
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 4 Final Provisions
Article 93
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bound by part 2 of this Convention or that it will not be bound
by part 3 of this Convention.
(2) A Contracting State which makes a declaration in accordance
with the preceding paragraph in respect of part 2 or part 3 of this
Convention is not to be considered a Contracting State within
paragraph (1) of article 1 of this Convention in respect of
matters governed by the part to which the declaration applies.
Article 93
(1) If a Contracting State has two or more territorial units in which,
according to its constitution, different systems of law are
applicable in relation to the matters dealt with in this
Convention, it may, at the time of signature, ratification,
acceptance, approval or accession, declare that this Convention
is to extend to all its territorial units or only to one or more of
them, and may amend its declaration by submitting another
declaration at any time.
(2) These declarations are to be notified to the depositary and are to
state expressly the territorial units to which the Convention
extends.
(3) If, by virtue of a declaration under this article, this Convention
extends to one or more but not all of the territorial units of a
Contracting State, and if the place of business of a party is
located in that State, this place of business, for the purposes of
this Convention, is considered not to be in a Contracting State,
unless it is in a territorial unit to which the Convention extends.
(4) If a Contracting State makes no declaration under paragraph (1)
of this article, the Convention is to extend to all territorial units
of that State.
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Final Provisions Part 4
Article 94
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Article 94
(1) Two or more Contracting States which have the same or closely
related legal rules on matters governed by this Convention may
at any time declare that the Convention is not to apply to
contracts of sale or to their formation where the parties have
their places of business in those States. Such declarations may
be made jointly or by reciprocal unilateral declarations.
(2) A Contracting State which has the same or closely related legal
rules on matters governed by this Convention as one or more
non-Contracting States may at any time declare that the
Convention is not to apply to contracts of sale or to their
formation where the parties have their places of business in
those States.
(3) If a State which is the object of a declaration under the
preceding paragraph subsequently becomes a Contracting State,
the declaration made will, as from the date on which the
Convention enters into force in respect of the new Contracting
State, have the effect of a declaration made under paragraph (1),
provided that the new Contracting State joins in such
declaration or makes a reciprocal unilateral declaration.
Article 95
Any State may declare at the time of the deposit of its
instrument of ratification, acceptance, approval or accession that
it will not be bound by subparagraph (1) (b) of article 1 of this
Convention.
Article 96
A Contracting State whose legislation requires contracts of sale
to be concluded in or evidenced by writing may at any time
make a declaration in accordance with article 12 that any
provision of article 11, article 29, or part 2 of this Convention,
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 4 Final Provisions
Article 97
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that allows a contract of sale or its modification or termination
by agreement or any offer, acceptance, or other indication of
intention to be made in any form other than in writing, does not
apply where any party has his place of business in that State.
Article 97
(1) Declarations made under this Convention at the time of
signature are subject to confirmation upon ratification,
acceptance or approval.
(2) Declarations and confirmations of declarations are to be in
writing and be formally notified to the depositary.
(3) A declaration takes effect simultaneously with the entry into
force of this Convention in respect of the State concerned.
However, a declaration of which the depositary receives formal
notification after such entry into force takes effect on the first
day of the month following the expiration of six months after
the date of its receipt by the depositary. Reciprocal unilateral
declarations under article 94 take effect on the first day of the
month following the expiration of six months after the receipt of
the latest declaration by the depositary.
(4) Any State which makes a declaration under this Convention
may withdraw it at any time by a formal notification in writing
addressed to the depositary. Such withdrawal is to take effect
on the first day of the month following the expiration of six
months after the date of the receipt of the notification by the
depositary.
(5) A withdrawal of a declaration made under article 94 renders
inoperative, as from the date on which the withdrawal takes
effect, any reciprocal declaration made by another State under
that article.
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Final Provisions Part 4
Article 98
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Article 98
No reservations are permitted except those expressly authorized
in this Convention.
Article 99
(1) This Convention enters into force, subject to the provisions of
paragraph (6) of this article, on the first day of the month
following the expiration of twelve months after the date of
deposit of the tenth instrument of ratification, acceptance,
approval or accession, including an instrument which contains a
declaration made under article 92.
(2) When a State ratifies, accepts, approves or accedes to this
Convention after the deposit of the tenth instrument of
ratification, acceptance, approval or accession, this Convention,
with the exception of the part excluded, enters into force in
respect of that State, subject to the provisions of paragraph (6)
of this article, on the first day of the month following the
expiration of twelve months after the date of the deposit of its
instrument of ratification, acceptance, approval or accession.
(3) A State which ratifies, accepts, approves or accedes to this
Convention and is a party to either or both the Convention
relating to a Uniform Law on the Formation of Contracts for the
International Sale of Goods done at The Hague on 1 July 1964
(1964 Hague Formation Convention) and the Convention
relating to a Uniform Law on the International Sale of Goods
done at The Hague on 1 July 1964 (1964 Hague Sales
Convention) shall at the same time denounce, as the case may
be, either or both the 1964 Hague Sales Convention and the
1964 Hague Formation Convention by notifying the
Government of the Netherlands to that effect.
(4) A State party to the 1964 Hague Sales Convention which
ratifies, accepts, approves or accedes to the present Convention
Schedule 1 United Nations Convention on Contracts for the International Sale of
Goods
Part 4 Final Provisions
Article 100
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and declares or has declared under article 92 that it will not be
bound by part 2 of this Convention shall at the time of
ratification, acceptance, approval or accession denounce the
1964 Hague Sales Convention by notifying the Government of
the Netherlands to that effect.
(5) A State party to the 1964 Hague Formation Convention which
ratifies, accepts, approves or accedes to the present Convention
and declares or has declared under article 92 that it will not be
bound by part 3 of this Convention shall at the time of
ratification, acceptance, approval or accession denounce the
1964 Hague Formation Convention by notifying the
Government of the Netherlands to that effect.
(6) For the purpose of this article, ratifications, acceptances,
approvals and accessions in respect of this Convention by States
parties to the 1964 Hague Formation Convention or to the 1964
Hague Sales Convention shall not be effective until such
denunciations as may be required on the part of those States in
respect of the latter two Conventions have themselves become
effective. The depositary of this Convention shall consult with
the Government of the Netherlands, as the depositary of the
1964 Conventions, so as to ensure necessary co-ordination in
this respect.
Article 100
(1) This Convention applies to the formation of a contract only
when the proposal for concluding the contract is made on or
after the date when the Convention enters into force in respect
of the Contracting States referred to in subparagraph (1) (a) or
the Contracting State referred to in subparagraph (1) (b) of
article 1.
(2) This Convention applies only to contracts concluded on or after
the date when the Convention enters into force in respect of the
United Nations Convention on Contracts for the International Sale of
Goods
Schedule 1
Final Provisions Part 4
Article 101
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Contracting States referred to in subparagraph (1) (a) or the
Contracting State referred to in subparagraph (1) (b) of article 1.
Article 101
(1) A Contracting State may denounce this Convention, or part 2 or
part 3 of the Convention, by a formal notification in writing
addressed to the depositary.
(2) The denunciation takes effect on the first day of the month
following the expiration of twelve months after the notification
is received by the depositary. Where a longer period for the
denunciation to take effect is specified in the notification, the
denunciation takes effect upon the expiration of such longer
period after the notification is received by the depositary.
DONE at Vienna, this eleventh day of April, one thousand nine
hundred and eighty, in a single original, of which the Arabic,
Chinese, English, French, Russian and Spanish texts are equally
authentic.
IN WITNESS WHEREOF the undersigned plenipotentiaries,
being duly authorized by their respective Governments, have
signed this Convention.
Dictionary
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Dictionary
(see s 2)
Note 1 The Legislation Act contains definitions and other provisions relevant to
this Act.
Note 2 For example, the Legislation Act, dict, pt 1, defines the following terms:
• ACT
• document
• Minister (see s 162).
convention—see section 3.
Endnotes
About the endnotes 1
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Endnotes
1 About the endnotes
Amending and modifying laws are annotated in the legislation history and the
amendment history. Current modifications are not included in the republished
law but are set out in the endnotes.
Not all editorial amendments made under the Legislation Act 2001, part 11.3 are
annotated in the amendment history. Full details of any amendments can be
obtained from the Parliamentary Counsel’s Office.
Uncommenced amending laws and expiries are listed in the legislation history and
the amendment history. These details are underlined. Uncommenced provisions
and amendments are not included in the republished law but are set out in the last
endnote.
If all the provisions of the law have been renumbered, a table of renumbered
provisions gives details of previous and current numbering.
The endnotes also include a table of earlier republications.
2 Abbreviation key
am = amended ord = ordinance
amdt = amendment orig = original
ch = chapter par = paragraph/subparagraph
def = definition pres = present
dict = dictionary prev = previous
disallowed = disallowed by the Legislative (prev...) = previously
Assembly pt = part
div = division r = rule/subrule
exp = expires/expired renum = renumbered
Gaz = gazette reloc = relocated
hdg = heading R[X] = Republication No
IA = Interpretation Act 1967 RI = reissue
ins = inserted/added s = section/subsection
LA = Legislation Act 2001 sch = schedule
LR = legislation register sdiv = subdivision
LRA = Legislation (Republication) Act 1996 sub = substituted
mod = modified/modification SL = Subordinate Law
o = order underlining = whole or part not commenced
om = omitted/repealed or to be expired
Endnotes
3 Legislation history
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3 Legislation history
This Act was originally a Commonwealth ordinance—the Sale of Goods (Vienna
Convention) Ordinance 1987 No 11 (Cwlth).
The Australian Capital Territory (Self-Government) Act 1988 (Cwlth), s 34 (4)
converted most former Commonwealth ordinances in force in the ACT into ACT
enactments. This allowed the ACT Legislative Assembly to amend and repeal the
laws. This Act was converted into an ACT enactment on 11 May 1989 (self-
government day).
As with most ordinances in force in the ACT, the name was changed from
Ordinance to Act by the Self-Government (Citation of Laws) Act 1989 A1989-21,
s 5 on 11 May 1989 (self-government day).
Before 11 May 1989, ordinances commenced on their notification day unless
otherwise stated (see Seat of Government (Administration) Act 1910 (Cwlth),
s 12).
Legislation before becoming Territory enactment
Sale of Goods (Vienna Convention) Act 1987 A1987-11
notified 9 April 1987
ss 1-3 commenced 9 April 1987 (s 2 (1))
remainder commenced 1 April 1989 (s 2 (2) and Cwlth Gaz 1989
No S105)
as amended by
Self-Government (Consequential Amendments) Ordinance 1989
Ord1989-38 sch 1
notified 10 May 1989 (Cwlth Gaz 1989 No S160)
s 1, s 2 commenced 10 May 1989 (s 2 (1))
sch 1 commenced 11 May 1989 (s 2 (2) and see Cwlth Gaz 1989
No S164)
Sale of Goods (Vienna Convention) (Amendment) Ordinance 1989
Ord1989-52
notified 10 May 1989
commenced 10 May 1989
Endnotes
Amendment history 4
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Legislation after becoming Territory enactment
Acts Revision (Position of Crown) Act 1993 A1993-44 sch 2
notified 27 August 1993 (Gaz 1993 No S165)
commenced 27 August 1993 (s 2)
Legal Practitioners (Consequential Amendments) Act 1997 A1997-96
sch 1
notified 1 December 1997 (Gaz 1997 No S380)
s 1, s 2 commenced 1 December 1997 (s 2 (1))
sch 1 commenced 1 June 1998 (s 2 (2))
Legislation (Consequential Amendments) Act 2001 A2001-44 pt 354
notified 26 July 2001 (Gaz 2001 No 30)
s 1, s 2 commenced 26 July 2001 (IA s 10B)
pt 354 commenced 12 September 2001 (s 2 and see Gaz 2001
No S65)
Statute Law Amendment Act 2007 A2007-3 sch 3 pt 3.89
notified LR 22 March 2007
s 1, s 2 taken to have commenced 1 July 2006 (LA s 75 (2))
sch 3 pt 3.89 commenced 12 April 2007 (s 2 (1))
4 Amendment history
Dictionary
s 2 om A2001-44 amdt 1.3836
ins A2007-3 amdt 3.459
Notes
s 2A ins A2007-3 amdt 3.459
Act binds Crown
s 4 om A1993-44 sch 2
Evidence of certain matters
s 7 am Ord1989-38 sch 1; A1997-96 sch 1; A2001-44 amdt
1.3837, amdt 1.3838
Seat of Government (Administration) Ordinance 1930—amendment
s 8 om Ord1989-52 s 3
United Nations Convention on Contracts for the International Sale of Goods
sch 1 (prev sch) am Ord1989-52 s 4
renum R3 LA