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diff --git a/data/samples/wrapped/en/un_contracts_international_sale_of_goods_convention_1980.sst b/data/samples/wrapped/en/un_contracts_international_sale_of_goods_convention_1980.sst new file mode 100644 index 0000000..ba7604a --- /dev/null +++ b/data/samples/wrapped/en/un_contracts_international_sale_of_goods_convention_1980.sst @@ -0,0 +1,1374 @@ +% SiSU 2.0 + +@title: United Nations Convention On Contracts For The International Sale Of Goods, 1980 (CISG) + +@creator: + :author: United Nations + :url: http://www.un.org/ + +@original: + :source: UNCITRAL, United Nations + +@date: + :published: 1980 + +@classify: + :subject: UNCITRAL, United Nations, sale of goods + :topic_register: SiSU markup sample:convention;law:international:uniform law|sales law|CISG;CISG + :keywords: UNCITRAL, United Nations, sale of goods + +@make: + :headings: PART; Chapter; Section; Article; + :breaks: new=:A,:B; break=:C + +:A~ United Nations Convention On Contracts For The International Sale Of Goods, 1980 (CISG) + +1~pre [Preamble]-# + +THE STATES PARTIES TO THIS CONVENTION, + +BEARING IN MIND the broad objectives in the resolutions adopted by the sixth +special session of the General Assembly of the United Nations on the +establishment of a New International Economic Order, + +CONSIDERING that the development of international trade on the basis of +equality and mutual benefit is an important element in promoting friendly +relations among States, + +BEING OF THE OPINION that the adoption of uniform rules which govern contracts +for the international sale of goods and take into account the different social, +economic and legal systems would contribute to the removal of legal barriers in +international trade and promote the development of international trade, + +HAVE DECREED as follows: + +PART I - Sphere of Application and General Provisions + +Chapter I - 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; + +(d) of stocks, shares, investment securities, negotiable instruments or money; + +(e) of ships, vessels, hovercraft or aircraft; + +(f) of electricity. + +Article 3 + +(1) Contracts for the supply of goods to be manufactured or produced are to be +considered sales unless the party who orders the goods undertakes to supply a +substantial part of the materials necessary for such manufacture or production. + +(2) This Convention does not apply to contracts in which the preponderant part +of the obligations of the party who furnishes the goods consists in the supply +of labour or other services. + +Article 4 + +This Convention governs only the formation of the contract of sale and the +rights and obligations of the seller and the buyer arising from such a +contract. In particular, except as otherwise expressly provided in this +Convention, it is not concerned with: + +(a) the validity of the contract or of any of its provisions or of any usage; + +(b) the effect which the contract may have on the property in the goods sold. + +Article 5 + +This Convention does not apply to the liability of the seller for death or +personal injury caused by the goods to any person. + +Article 6 + +The parties may exclude the application of this Convention or, subject to +article 12, derogate from or vary the effect of any of its provisions. + +Chapter II - General Provisions + +Article 7 + +(1) In the interpretation of this Convention, regard is to be had to its +international character and to the need to promote uniformity in its +application and the observance of good faith in international trade. + +(2) Questions concerning matters governed by this Convention which are not +expressly settled in it are to be settled in conformity with the general +principles on which it is based or, in the absence of such principles, in +conformity with the law applicable by virtue of the rules of private +international law. + +Article 8 + +(1) For the purposes of this Convention statements made by and other conduct of +a party are to be interpreted according to his intent where the other party +knew or could not have been unaware what that intent was. + +(2) If the preceding paragraph is not applicable, statements made by and other +conduct of a party are to be interpreted according to the understanding that a +reasonable person of the same kind as the other party would have had in the +same circumstances. + +(3) In determining the intent of a party or the understanding a reasonable +person would have had, due consideration is to be given to all relevant +circumstances of the case including the negotiations, any practices which the +parties have established between themselves, usages and any subsequent conduct +of the parties. + +Article 9 + +(1) The parties are bound by any usage to which they have agreed and by any +practices which they have established between themselves. + +(2) The parties are considered, unless otherwise agreed, to have impliedly made +applicable to their contract or its formation a usage of which the parties knew +or ought to have known and which in international trade is widely known to, and +regularly observed by, parties to contracts of the type involved in the +particular trade concerned. + +Article 10 + +For the purposes of this Convention: + +(a) if a party has more than one place of business, the place of business is +that which has the closest relationship to the contract and its performance, +having regard to the circumstances known to or contemplated by the parties at +any time before or at the conclusion of the contract; + +(b) if a party does not have a place of business, reference is to be made to +his habitual residence. + +Article 11 + +A contract of sale need not be concluded in or evidenced by writing and is not +subject to any other requirement as to form. It may be proved by any means, +including witnesses. + +Article 12 + +Any provision of article 11, article 29 or Part II of this Convention that +allows a contract of sale or its modification or termination by agreement or +any offer, acceptance or other indication of intention to be made in any form +other than in writing does not apply where any party has his place of business +in a Contracting State which has made a declaration under article 96 of this +Convention. The parties may not derogate from or vary the effect or this +article. + +Article 13 + +For the purposes of this Convention "writing" includes telegram and telex. + +PART II - 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. + +Article 17 + +An offer, even if it is irrevocable, is terminated when a rejection reaches the +offeror. + +Article 18 + +(1) A statement made by or other conduct of the offeree indicating assent to an +offer is an acceptance. Silence or inactivity does not in itself amount to +acceptance. + +(2) An acceptance of an offer becomes effective at the moment the indication of +assent reaches the offeror. An acceptance is not effective if the indication of +assent does not reach the offeror within the time he has fixed or, if no time +is fixed, within a reasonable time, due account being taken of the +circumstances of the transaction, including the rapidity of the means of +communication employed by the offeror. An oral offer must be accepted +immediately unless the circumstances indicate otherwise. + +(3) However, if, by virtue of the offer or as a result of practices which the +parties have established between themselves or of usage, the offeree may +indicate assent by performing an act, such as one relating to the dispatch of +the goods or payment of the price, without notice to the offeror, the +acceptance is effective at the moment the act is performed, provided that the +act is performed within the period of time laid down in the preceding +paragraph. + +Article 19 + +(1) A reply to an offer which purports to be an acceptance but contains +additions, limitations or other modifications is a rejection of the offer and +constitutes a counter-offer. + +(2) However, a reply to an offer which purports to be an acceptance but +contains additional or different terms which do not materially alter the terms +of the offer constitutes an acceptance, unless the offeror, without undue +delay, objects orally to the discrepancy or dispatches a notice to that effect. +If he does not so object, the terms of the contract are the terms of the offer +with the modifications contained in the acceptance. + +(3) Additional or different terms relating, among other things, to the price, +payment, quality and quantity of the goods, place and time of delivery, extent +of one party's liability to the other or the settlement of disputes are +considered to alter the terms of the offer materially. + +Article 20 + +(1) A period of time for acceptance fixed by the offeror in a telegram or a +letter begins to run from the moment the telegram is handed in for dispatch or +from the date shown on the letter or, if no such date is shown, from the date +shown on the envelope. A period of time for acceptance fixed by the offeror by +telephone, telex or other means of instantaneous communication, begins to run +from the moment that the offer reaches the offeree. + +(2) Official holidays or non-business days occurring during the period for +acceptance are included in calculating the period. However, if a notice of +acceptance cannot be delivered at the address of the offeror on the last day of +the period because that day falls on an official holiday or a non-business day +at the place of business of the offeror, the period is extended until the first +business day which follows. + +Article 21 + +(1) A late acceptance is nevertheless effective as an acceptance if without +delay the offeror orally so informs the offeree or dispatches a notice to that +effect. + +(2) If a letter or other writing containing a late acceptance shows that it has +been sent in such circumstances that if its transmission had been normal it +would have reached the offeror in due time, the late acceptance is effective as +an acceptance unless, without delay, the offeror orally informs the offeree +that he considers his offer as having lapsed or dispatches a notice to that +effect. + +Article 22 + +An acceptance may be withdrawn if the withdrawal reaches the offeror before or +at the same time as the acceptance would have become effective. + +Article 23 + +A contract is concluded at the moment when an acceptance of an offer becomes +effective in accordance with the provisions of this Convention. + +Article 24 + +For the purposes of this Part of the Convention, an offer, declaration of +acceptance or any other indication of intention "reaches" the addressee when it +is made orally to him or delivered by any other means to him personally, to his +place of business or mailing address or, if he does not have a place of +business or mailing address, to his habitual residence. + +PART III - Sale of Goods + +Chapter I - 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. + +Article 29 + +(1) A contract may be modified or terminated by the mere agreement of the +parties. + +(2) A contract in writing which contains a provision requiring any modification +or termination by agreement to be in writing may not be otherwise modified or +terminated by agreement. However, a party may be precluded by his conduct from +asserting such a provision to the extent that the other party has relied on +that conduct. + +Chapter II - Obligations of the Seller + +Article 30 + +The seller must deliver the goods, hand over any documents relating to them and +transfer the property in the goods, as required by the contract and this +Convention. + +Section I - Delivery of the goods and handing over of documents + +Article 31 + +If the seller is not bound to deliver the goods at any other particular place, +his obligation to deliver consists: + +(a) if the contract of sale involves carriage of the goods - in handing the +goods over to the first carrier for transmission to the buyer; + +(b) if, in cases not within the preceding subparagraph, the contract related to +specific goods, or unidentified goods to be drawn from a specific stock or to +be manufactured or produced, and at the time of the conclusion of the contract +the parties knew that the goods were at, or were to be manufactured or produced +at, a particular place - in placing the goods at the buyer's disposal at that +place; + +(c) in other cases - in placing the goods at the buyer's disposal at the place +where the seller had his place of business at the time of the conclusion of the +contract. + +Article 32 + +(1) If the seller, in accordance with the contract or this Convention, hands +the goods over to a carrier and if the goods are not clearly identified to the +contract by markings on the goods, by shipping documents or otherwise, the +seller must give the buyer notice of the consignment specifying the goods. + +(2) If the seller is bound to arrange for carriage of the goods, he must make +such contracts as are necessary for carriage to the place fixed by means of +transportation appropriate in the circumstances and according to the usual +terms for such transportation. + +(3) If the seller is not bound to effect insurance in respect of the carriage +of the goods, he must, at the buyer's request, provide him with all available +information necessary to enable him to effect such insurance. + +Article 33 + +The seller must deliver the goods: + +(a) if a date is fixed by or determinable from the contract, on that date; + +(b) if a period of time is fixed by or determinable from the contract, at any +time within that period unless circumstances indicate that the buyer is to +choose a date; or + +(c) in any other case, within a reasonable time after the conclusion of the +contract. + +Article 34 + +If the seller is bound to hand over documents relating to the goods, he must +hand them over at the time and place and in the form required by the contract. +If the seller has handed over documents before that time, he may, up to that +time, cure any lack of conformity in the documents, if the exercise of this +right does not cause the buyer unreasonable inconvenience or unreasonable +expense. However, the buyer retains any right to claim damages as provided for +in this Convention. + +Section II - Conformity of the goods and third party claims + +Article 35 + +(1) The seller must deliver goods which are of the quantity, quality and +description required by the contract and which are contained or packaged in the +manner required by the contract. + +(2) Except where the parties have agreed otherwise, the goods do not conform +with the contract unless they: + +(a) are fit for the purposes for which goods of the same description would +ordinarily be used; + +(b) are fit for any particular purpose expressly or impliedly made known to the +seller at the time of the conclusion of the contract, except where the +circumstances show that the buyer did not rely, or that it was unreasonable for +him to rely, on the seller's skill and judgement; + +(c) possess the qualities of goods which the seller has held out to the buyer +as a sample or model; + +(d) are contained or packaged in the manner usual for such goods or, where +there is no such manner, in a manner adequate to preserve and protect the +goods. + +(3) The seller is not liable under subparagraphs (a) to (d) of the preceding +paragraph for any lack of conformity of the goods if at the time of the +conclusion of the contract the buyer knew or could not have been unaware of +such lack of conformity. + +Article 36 + +(1) The seller is liable in accordance with the contract and this Convention +for any lack of conformity which exists at the time when the risk passes to the +buyer, even though the lack of conformity becomes apparent only after that +time. + +(2) The seller is also liable for any lack of conformity which occurs after the +time indicated in the preceding paragraph and which is due to a breach of any +of his obligations, including a breach of any guarantee that for a period of +time the goods will remain fit for their ordinary purpose or for some +particular purpose or will retain specified qualities or characteristics. + +Article 37 + +If the seller has delivered goods before the date for delivery, he may, up to +that date, deliver any missing part or make up any deficiency in the quantity +of the goods delivered, or deliver goods in replacement of any non-conforming +goods delivered or remedy any lack of conformity in the goods delivered, +provided that the exercise of this right does not cause the buyer unreasonable +inconvenience or unreasonable expense. However, the buyer retains any right to +claim damages as provided for in this Convention. + +Article 38 + +(1) The buyer must examine the goods, or cause them to be examined, within as +short a period as is practicable in the circumstances. + +(2) If the contract involves carriage of the goods, examination may be deferred +until after the goods have arrived at their destination. + +(3) If the goods are redirected in transit or redispatched by the buyer without +a reasonable opportunity for examination by him and at the time of the +conclusion of the contract the seller knew or ought to have known of the +possibility of such redirection or redispatch, examination may be deferred +until after the goods have arrived at the new destination. + +Article 39 + +(1) The buyer loses the right to rely on a lack of conformity of the goods if +he does not give notice to the seller specifying the nature of the lack of +conformity within a reasonable time after he has discovered it or ought to have +discovered it. + +(2) In any event, the buyer loses the right to rely on a lack of conformity of +the goods if he does not give the seller notice thereof at the latest within a +period of two years from the date on which the goods were actually handed over +to the buyer, unless this time-limit is inconsistent with a contractual period +of guarantee. + +Article 40 + +The seller is not entitled to rely on the provisions of articles 38 and 39 if +the lack of conformity relates to facts of which he knew or could not have been +unaware and which he did not disclose to the buyer. + +Article 41 + +The seller must deliver goods which are free from any right or claim of a third +party, unless the buyer agreed to take the goods subject to that right or +claim. However, if such right or claim is based on industrial property or other +intellectual property, the seller's obligation is governed by article 42. + +Article 42 + +(1) The seller must deliver goods which are free from any right or claim of a +third party based on industrial property or other intellectual property, of +which at the time of the conclusion of the contract the seller knew or could +not have been unaware, provided that the right or claim is based on industrial +property or other intellectual property: + +(a) under the law of the State where the goods will be resold or otherwise +used, if it was contemplated by the parties at the time of the conclusion of +the contract that the goods would be resold or otherwise used in that State; or + +(b) in any other case, under the law of the State where the buyer has his place +of business. + +(2) The obligation of the seller under the preceding paragraph does not extend +to cases where: + +(a) at the time of the conclusion of the contract the buyer knew or could not +have been unaware of the right or claim; or + +(b) the right or claim results from the seller's compliance with technical +drawings, designs, formulae or other such specifications furnished by the +buyer. + +Article 43 + +(1) The buyer loses the right to rely on the provisions of article 41 or +article 42 if he does not give notice to the seller specifying the nature of +the right or claim of the third party within a reasonable time after he has +become aware or ought to have become aware of the right or claim. + +(2) The seller is not entitled to rely on the provisions of the preceding +paragraph if he knew of the right or claim of the third party and the nature of +it. + +Article 44 + +Notwithstanding the provisions of paragraph (1) of article 39 and paragraph (1) +of article 43, the buyer may reduce the price in accordance with article 50 or +claim damages, except for loss of profit, if he has a reasonable excuse for his +failure to give the required notice. + +Section III - Remedies for breach of contract by the seller + +Article 45 + +(1) If the seller fails to perform any of his obligations under the contract or +this Convention, the buyer may: + +(a) exercise the rights provided in articles 46 to 52; + +(b) claim damages as provided in articles 74 to 77. + +(2) The buyer is not deprived of any right he may have to claim damages by +exercising his right to other remedies. + +(3) No period of grace may be granted to the seller by a court or arbitral +tribunal when the buyer resorts to a remedy for breach of contract. + +Article 46 + +(1) The buyer may require performance by the seller of his obligations unless +the buyer has resorted to a remedy which is inconsistent with this requirement. + +(2) If the goods do not conform with the contract, the buyer may require +delivery of substitute goods only if the lack of conformity constitutes a +fundamental breach of contract and a request for substitute goods is made +either in conjunction with notice given under article 39 or within a reasonable +time thereafter. + +(3) If the goods do not conform with the contract, the buyer may require the +seller to remedy the lack of conformity by repair, unless this is unreasonable +having regard to all the circumstances. A request for repair must be made +either in conjunction with notice given under article 39 or within a reasonable +time thereafter. + +Article 47 + +(1) The buyer may fix an additional period of time of reasonable length for +performance by the seller of his obligations. + +(2) Unless the buyer has received notice from the seller that he will not +perform within the period so fixed, the buyer may not, during that period, +resort to any remedy for breach of contract. However, the buyer is not deprived +thereby of any right he may have to claim damages for delay in performance. + +Article 48 + +(1) Subject to article 49, the seller may, even after the date for delivery, +remedy at his own expense any failure to perform his obligations, if he can do +so without unreasonable delay and without causing the buyer unreasonable +inconvenience or uncertainty of reimbursement by the seller of expenses +advanced by the buyer. However, the buyer retains any right to claim damages as +provided for in this Convention. + +(2) If the seller requests the buyer to make known whether he will accept +performance and the buyer does not comply with the request within a reasonable +time, the seller may perform within the time indicated in his request. The +buyer may not, during that period of time, resort to any remedy which is +inconsistent with performance by the seller. + +(3) A notice by the seller that he will perform within a specified period of +time is assumed to include a request, under the preceding paragraph, that the +buyer make known his decision. + +(4) A request or notice by the seller under paragraph (2) or (3) of this +article is not effective unless received by the buyer. + +Article 49 + +(1) The buyer may declare the contract avoided: + +(a) if the failure by the seller to perform any of his obligations under the +contract or this Convention amounts to a fundamental breach of contract; or + +(b) in case of non-delivery, if the seller does not deliver the goods within +the additional period of time fixed by the buyer in accordance with paragraph +(1) of article 47 or declares that he will not deliver within the period so +fixed. + +(2) However, in cases where the seller has delivered the goods, the buyer loses +the right to declare the contract avoided unless he does so: + +(a) in respect of late delivery, within a reasonable time after he has become +aware that delivery has been made; + +(b) in respect of any breach other than late delivery, within a reasonable +time: + +(i) after he knew or ought to have known of the breach; + +(ii) after the expiration of any additional period of time fixed by the buyer +in accordance with paragraph (1) of article 47, or after the seller has +declared that he will not perform his obligations within such an additional +period; or + +(iii) after the expiration of any additional period of time indicated by the +seller in accordance with paragraph (2) of article 48, or after the buyer has +declared that he will not accept performance. + +Article 50 + +If the goods do not conform with the contract and whether or not the price has +already been paid, the buyer may reduce the price in the same proportion as the +value that the goods actually delivered had at the time of the delivery bears +to the value that conforming goods would have had at that time. However, if the +seller remedies any failure to perform his obligations in accordance with +article 37 or article 48 or if the buyer refuses to accept performance by the +seller in accordance with those articles, the buyer may not reduce the price. + +Article 51 + +(1) If the seller delivers only a part of the goods or if only a part of the +goods delivered is in conformity with the contract, articles 46 to 50 apply in +respect of the part which is missing or which does not conform. + +(2) The buyer may declare the contract avoided in its entirety only if the +failure to make delivery completely or in conformity with the contract amounts +to a fundamental breach of the contract. + +Article 52 + +(1) If the seller delivers the goods before the date fixed, the buyer may take +delivery or refuse to take delivery. + +(2) If the seller delivers a quantity of goods greater than that provided for +in the contract, the buyer may take delivery or refuse to take delivery of the +excess quantity. If the buyer takes delivery of all or part of the excess +quantity, he must pay for it at the contract rate. + +Chapter III - Obligations of the Buyer + +Article 53 + +The buyer must pay the price for the goods and take delivery of them as +required by the contract and this Convention. + +Section I - Payment of the price + +Article 54 + +The buyer's obligation to pay the price includes taking such steps and +complying with such formalities as may be required under the contract or any +laws and regulations to enable payment to be made. + +Article 55 + +Where a contract has been validly concluded but does not expressly or +implicitly fix or make provision for determining the price, the parties are +considered, in the absence of any indication to the contrary, to have impliedly +made reference to the price generally charged at the time of the conclusion of +the contract for such goods sold under comparable circumstances in the trade +concerned. + +Article 56 + +If the price is fixed according to the weight of the goods, in case of doubt it +is to be determined by the net weight. + +Article 57 + +(1) If the buyer is not bound to pay the price at any other particular place, +he must pay it to the seller: + +(a) at the seller's place of business; or + +(b) if the payment is to be made against the handing over of the goods or of +documents, at the place where the handing over takes place. + +(2) The seller must bear any increases in the expenses incidental to payment +which is caused by a change in his place of business subsequent to the +conclusion of the contract. + +Article 58 + +(1) If the buyer is not bound to pay the price at any other specific time, he +must pay it when the seller places either the goods or documents controlling +their disposition at the buyer's disposal in accordance with the contract and +this Convention. The seller may make such payment a condition for handing over +the goods or documents. + +(2) If the contract involves carriage of the goods, the seller may dispatch the +goods on terms whereby the goods, or documents controlling their disposition, +will not be handed over to the buyer except against payment of the price. + +(3) The buyer is not bound to pay the price until he has had an opportunity to +examine the goods, unless the procedures for delivery or payment agreed upon by +the parties are inconsistent with his having such an opportunity. + +Article 59 + +The buyer must pay the price on the date fixed by or determinable from the +contract and this Convention without the need for any request or compliance +with any formality on the part of the seller. + +Section II - Taking delivery + +Article 60 + +The buyer's obligation to take delivery consists: + +(a) in doing all the acts which could reasonably be expected of him in order to +enable the seller to make delivery; and + +(b) in taking over the goods. + +Section III - Remedies for breach of contract by the buyer + +Article 61 + +(1) If the buyer fails to perform any of his obligations under the contract or +this Convention, the seller may: + +(a) exercise the rights provided in articles 62 to 65; + +(b) claim damages as provided in articles 74 to 77. + +(2) The seller is not deprived of any right he may have to claim damages by +exercising his right to other remedies. + +(3) No period of grace may be granted to the buyer by a court or arbitral +tribunal when the seller resorts to a remedy for breach of contract. + +Article 62 + +The seller may require the buyer to pay the price, take delivery or perform his +other obligations, unless the seller has resorted to a remedy which is +inconsistent with this requirement. + +Article 63 + +(1) The seller may fix an additional period of time of reasonable length for +performance by the buyer of his obligations. + +(2) Unless the seller has received notice from the buyer that he will not +perform within the period so fixed, the seller may not, during that period, +resort to any remedy for breach of contract. However, the seller is not +deprived thereby of any right he may have to claim damages for delay in +performance. + +Article 64 + +(1) The seller may declare the contract avoided: + +(a) if the failure by the buyer to perform any of his obligations under the +contract or this Convention amounts to a fundamental breach of contract; or + +(b) if the buyer does not, within the additional period of time fixed by the +seller in accordance with paragraph (1) of article 63, perform his obligation +to pay the price or take delivery of the goods, or if he declares that he will +not do so within the period so fixed. + +(2) However, in cases where the buyer has paid the price, the seller loses the +right to declare the contract avoided unless he does so: + +(a) in respect of late performance by the buyer, before the seller has become +aware that performance has been rendered; or + +(b) in respect of any breach other than late performance by the buyer, within a +reasonable time: + +(i) after the seller knew or ought to have known of the breach; or + +(ii) after the expiration of any additional period of time fixed by the seller +in accordance with paragraph (1) or article 63, or after the buyer has declared +that he will not perform his obligations within such an additional period. + +Article 65 + +(1) If under the contract the buyer is to specify the form, measurement or +other features of the goods and he fails to make such specification either on +the date agreed upon or within a reasonable time after receipt of a request +from the seller, the seller may, without prejudice to any other rights he may +have, make the specification himself in accordance with the requirements of the +buyer that may be known to him. + +(2) If the seller makes the specification himself, he must inform the buyer of +the details thereof and must fix a reasonable time within which the buyer may +make a different specification. If, after receipt of such a communication, the +buyer fails to do so within the time so fixed, the specification made by the +seller is binding. + +Chapter IV - Passing of Risk + +Article 66 + +Loss of or damage to the goods after the risk has passed to the buyer does not +discharge him from his obligation to pay the price, unless the loss or damage +is due to an act or omission of the seller. + +Article 67 + +(1) If the contract of sale involves carriage of the goods and the seller is +not bound to hand them over at a particular place, the risk passes to the buyer +when the goods are handed over to the first carrier for transmission to the +buyer in accordance with the contract of sale. If the seller is bound to hand +the goods over to a carrier at a particular place, the risk does not pass to +the buyer until the goods are handed over to the carrier at that place. The +fact that the seller is authorized to retain documents controlling the +disposition of the goods does not affect the passage of the risk. + +(2) Nevertheless, the risk does not pass to the buyer until the goods are +clearly identified to the contract, whether by markings on the goods, by +shipping documents, by notice given to the buyer or otherwise. + +Article 68 + +The risk in respect of goods sold in transit passes to the buyer from the time +of the conclusion of the contract. However, if the circumstances so indicate, +the risk is assumed by the buyer from the time the goods were handed over to +the carrier who issued the documents embodying the contract of carriage. +Nevertheless, if at the time of the conclusion of the contract of sale the +seller knew or ought to have known that the goods had been lost or damaged and +did not disclose this to the buyer, the loss or damage is at the risk of the +seller. + +Article 69 + +(1) In cases not within articles 67 and 68, the risk passes to the buyer when +he takes over the goods or, if he does not do so in due time, from the time +when the goods are placed at his disposal and he commits a breach of contract +by failing to take delivery. + +(2) However, if the buyer is bound to take over the goods at a place other than +a place of business of the seller, the risk passes when delivery is due and the +buyer is aware of the fact that the goods are placed at his disposal at that +place. + +(3) If the contract relates to goods not then identified, the goods are +considered not to be placed at the disposal of the buyer until they are clearly +identified to the contract. + +Article 70 + +If the seller has committed a fundamental breach of contract, articles 67, 68 +and 69 do not impair the remedies available to the buyer on account of the +breach. + +Chapter V - Provisions Common to the Obligations of the Seller and of the Buyer + +Section I - Anticipatory breach and instalment contracts + +Article 71 + +(1) A party may suspend the performance of his obligations if, after the +conclusion of the contract, it becomes apparent that the other party will not +perform a substantial part of his obligations as a result of: + +(a) a serious deficiency in his ability to perform or in his creditworthiness; +or + +(b) his conduct in preparing to perform or in performing the contract. + +(2) If the seller has already dispatched the goods before the grounds described +in the preceding paragraph become evident, he may prevent the handing over of +the goods to the buyer even though the buyer holds a document which entitles +him to obtain them. The present paragraph relates only to the rights in the +goods as between the buyer and the seller. + +(3) A party suspending performance, whether before or after dispatch of the +goods, must immediately give notice of the suspension to the other party and +must continue with performance if the other party provides adequate assurance +of his performance. + +Article 72 + +(1) If prior to the date for performance of the contract it is clear that one +of the parties will commit a fundamental breach of contract, the other party +may declare the contract avoided. + +(2) If time allows, the party intending to declare the contract avoided must +give reasonable notice to the other party in order to permit him to provide +adequate assurance of his performance. + +(3) The requirements of the preceding paragraph do not apply if the other party +has declared that he will not perform his obligations. + +Article 73 + +(1) In the case of a contract for delivery of goods by instalments, if the +failure of one party to perform any of his obligations in respect of any +instalment constitutes a fundamental breach of contract with respect to that +instalment, the other party may declare the contract avoided with respect to +that instalment. + +(2) If one party's failure to perform any of his obligations in respect of any +instalment gives the other party good grounds to conclude that a fundamental +breach of contract will occur with respect to future instalments, he may +declare the contract avoided for the future, provided that he does so within a +reasonable time. + +(3) A buyer who declares the contract avoided in respect of any delivery may, +at the same time, declare it avoided in respect of deliveries already made or +of future deliveries if, by reason of their interdependence, those deliveries +could not be used for the purpose contemplated by the parties at the time of +the conclusion of the contract. + +Section II - Damages + +Article 74 + +Damages for breach of contract by one party consist of a sum equal to the loss, +including loss of profit, suffered by the other party as a consequence of the +breach. Such damages may not exceed the loss which the party in breach foresaw +or ought to have foreseen at the time of the conclusion of the contract, in the +light of the facts and matters of which he then knew or ought to have known, as +a possible consequence of the breach of contract. + +Article 75 + +If the contract is avoided and if, in a reasonable manner and within a +reasonable time after avoidance, the buyer has bought goods in replacement or +the seller has resold the goods, the party claiming damages may recover the +difference between the contract price and the price in the substitute +transaction as well as any further damages recoverable under article 74. + +Article 76 + +(1) If the contract is avoided and there is a current price for the goods, the +party claiming damages may, if he has not made a purchase or resale under +article 75, recover the difference between the price fixed by the contract and +the current price at the time of avoidance as well as any further damages +recoverable under article 74. If, however, the party claiming damages has +avoided the contract after taking over the goods, the current price at the time +of such taking over shall be applied instead of the current price at the time +of avoidance. + +(2) For the purposes of the preceding paragraph, the current price is the price +prevailing at the place where delivery of the goods should have been made or, +if there is no current price at that place, the price at such other place as +serves as a reasonable substitute, making due allowance for differences in the +cost of transporting the goods. + +Article 77 + +A party who relies on a breach of contract must take such measures as are +reasonable in the circumstances to mitigate the loss, including loss of profit, +resulting from the breach. If he fails to take such measures, the party in +breach may claim a reduction in the damages in the amount by which the loss +should have been mitigated. + +Section III - Interest + +Article 78 + +If a party fails to pay the price or any other sum that is in arrears, the +other party is entitled to interest on it, without prejudice to any claim for +damages recoverable under article 74. + +Section IV - Exemptions + +Article 79 + +(1) A party is not liable for a failure to perform any of his obligations if he +proves that the failure was due to an impediment beyond his control and that he +could not reasonably be expected to have taken the impediment into account at +the time of the conclusion of the contract or to have avoided or overcome it or +its consequences. + +(2) If the party's failure is due to the failure by a third person whom he has +engaged to perform the whole or a part of the contract, that party is exempt +from liability only if: + +(a) he is exempt under the preceding paragraph; and + +(b) the person whom he has so engaged would be so exempt if the provisions of +that paragraph were applied to him. + +(3) The exemption provided by this article has effect for the period during +which the impediment exists. + +(4) The party who fails to perform must give notice to the other party of the +impediment and its effect on his ability to perform. If the notice is not +received by the other party within a reasonable time after the party who fails +to perform knew or ought to have known of the impediment, he is liable for +damages resulting from such non-receipt. + +(5) Nothing in this article prevents either party from exercising any right +other than to claim damages under this Convention. + +Article 80 + +A party may not rely on a failure of the other party to perform, to the extent +that such failure was caused by the first party's act or omission. + +Section V - Effects of avoidance + +Article 81 + +(1) Avoidance of the contract releases both parties from their obligations +under it, subject to any damages which may be due. Avoidance does not affect +any provision of the contract for the settlement of disputes or any other +provision of the contract governing the rights and obligations of the parties +consequent upon the avoidance of the contract. + +(2) A party who has performed the contract either wholly or in part may claim +restitution from the other party of whatever the first party has supplied or +paid under the contract. If both parties are bound to make restitution, they +must do so concurrently. + +Article 82 + +(1) The buyer loses the right to declare the contract avoided or to require the +seller to deliver substitute goods if it is impossible for him to make +restitution of the goods substantially in the condition in which he received +them. + +(2) The preceding paragraph does not apply: + +(a) if the impossibility of making restitution of the goods or of making +restitution of the goods substantially in the condition in which the buyer +received them is not due to his act or omission; + +(b) if the goods or part of the goods have perished or deteriorated as a result +of the examination provided for in article 38; or + +(c) if the goods or part of the goods have been sold in the normal course of +business or have been consumed or transformed by the buyer in the course normal +use before he discovered or ought to have discovered the lack of conformity. + +Article 83 + +A buyer who has lost the right to declare the contract avoided or to require +the seller to deliver substitute goods in accordance with article 82 retains +all other remedies under the contract and this Convention. + +Article 84 + +(1) If the seller is bound to refund the price, he must also pay interest on +it, from the date on which the price was paid. + +(2) The buyer must account to the seller for all benefits which he has derived +from the goods or part of them: + +(a) if he must make restitution of the goods or part of them; or + +(b) if it is impossible for him to make restitution of all or part of the goods +or to make restitution of all or part of the goods substantially in the +condition in which he received them, but he has nevertheless declared the +contract avoided or required the seller to deliver substitute goods. + +Section VI - Preservation of the goods + +Article 85 + +If the buyer is in delay in taking delivery of the goods or, where payment of +the price and delivery of the goods are to be made concurrently, if he fails to +pay the price, and the seller is either in possession of the goods or otherwise +able to control their disposition, the seller must take such steps as are +reasonable in the circumstances to preserve them. He is entitled to retain them +until he has been reimbursed his reasonable expenses by the buyer. + +Article 86 + +(1) If the buyer has received the goods and intends to exercise any right under +the contract or this Convention to reject them, he must take such steps to +preserve them as are reasonable in the circumstances. He is entitled to retain +them until he has been reimbursed his reasonable expenses by the seller. + +(2) If goods dispatched to the buyer have been placed at his disposal at their +destination and he exercises the right to reject them, he must take possession +of them on behalf of the seller, provided that this can be done without payment +of the price and without unreasonable inconvenience or unreasonable expense. +This provision does not apply if the seller or a person authorized to take +charge of the goods on his behalf is present at the destination. If the buyer +takes possession of the goods under this paragraph, his rights and obligations +are governed by the preceding paragraph. + +Article 87 + +A party who is bound to take steps to preserve the goods may deposit them in a +warehouse of a third person at the expense of the other party provided that the +expense incurred is not unreasonable. + +Article 88 + +(1) A party who is bound to preserve the goods in accordance with article 85 or +86 may sell them by any appropriate means if there has been an unreasonable +delay by the other party in taking possession of the goods or in taking them +back or in paying the price or the cost of preservation, provided that +reasonable notice of the intention to sell has been given to the other party. + +(2) If the goods are subject to rapid deterioration or their preservation would +involve unreasonable expense, a party who is bound to preserve the goods in +accordance with article 85 or 86 must take reasonable measures to sell them. To +the extent possible he must give notice to the other party of his intention to +sell. + +(3) A party selling the goods has the right to retain out of the proceeds of +sale an amount equal to the reasonable expenses of preserving the goods and of +selling them. He must account to the other party for the balance. + +PART IV - 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 bound by Part II of this +Convention or that it will not be bound by Part III of this Convention. + +(2) A Contracting State which makes a declaration in accordance with the +preceding paragraph in respect of Part II or Part III of this Convention is not +to be considered a Contracting State within paragraph (1) of article 1 of this +Convention in respect of matters governed by the Part to which the declaration +applies. + +Article 93 + +(1) If a Contracting State has two or more territorial units in which, +according to its constitution, different systems of law are applicable in +relation to the matters dealt with in this Convention, it may, at the time of +signature, ratification, acceptance, approval or accession, declare that this +Convention is to extend to all its territorial units or only to one or more of +them, and may amend its declaration by submitting another declaration at any +time. + +(2) These declarations are to be notified to the depositary and are to state +expressly the territorial units to which the Convention extends. + +(3) If, by virtue of a declaration under this article, this Convention extends +to one or more but not all of the territorial units of a Contracting State, and +if the place of business of a party is located in that State, this place of +business, for the purposes of this Convention, is considered not to be in a +Contracting State, unless it is in a territorial unit to which the Convention +extends. + +(4) If a Contracting State makes no declaration under paragraph (1) of this +article, the Convention is to extend to all territorial units of that State. + +Article 94 + +(1) Two or more Contracting States which have the same or closely related legal +rules on matters governed by this Convention may at any time declare that the +Convention is not to apply to contracts of sale or to their formation where the +parties have their places of business in those States. Such declarations may be +made jointly or by reciprocal unilateral declarations. + +(2) A Contracting State which has the same or closely related legal rules on +matters governed by this Convention as one or more non-Contracting States may +at any time declare that the Convention is not to apply to contracts of sale or +to their formation where the parties have their places of business in those +States. + +(3) If a State which is the object of a declaration under the preceding +paragraph subsequently becomes a Contracting State, the declaration made will, +as from the date on which the Convention enters into force in respect of the +new Contracting State, have the effect of a declaration made under paragraph +(1), provided that the new Contracting State joins in such declaration or makes +a reciprocal unilateral declaration. + +Article 95 + +Any State may declare at the time of the deposit of its instrument of +ratification, acceptance, approval or accession that it will not be bound by +subparagraph (1)(b) of article 1 of this Convention. + +Article 96 + +A Contracting State whose legislation requires contracts of sale to be +concluded in or evidenced by writing may at any time make a declaration in +accordance with article 12 that any provision of article 11, article 29, or +Part II of this Convention, that allows a contract of sale or its modification +or termination by agreement or any offer, acceptance, or other indication of +intention to be made in any form other than in writing, does not apply where +any party has his place of business in that State. + +Article 97 + +(1) Declarations made under this Convention at the time of signature are +subject to confirmation upon ratification, acceptance or approval. + +(2) Declarations and confirmations of declarations are to be in writing and be +formally notified to the depositary. + +(3) A declaration takes effect simultaneously with the entry into force of this +Convention in respect of the State concerned. However, a declaration of which +the depositary receives formal notification after such entry into force takes +effect on the first day of the month following the expiration of six months +after the date of its receipt by the depositary. Reciprocal unilateral +declarations under article 94 take effect on the first day of the month +following the expiration of six months after the receipt of the latest +declaration by the depositary. + +(4) Any State which makes a declaration under this Convention may withdraw it +at any time by a formal notification in writing addressed to the depositary. +Such withdrawal is to take effect on the first day of the month following the +expiration of six months after the date of the receipt of the notification by +the depositary. + +(5) A withdrawal of a declaration made under article 94 renders inoperative, as +from the date on which the withdrawal takes effect, any reciprocal declaration +made by another State under that article. + +Article 98 + +No reservations are permitted except those expressly authorized in this +Convention. + +Article 99 + +(1) This Convention enters into force, subject to the provisions of paragraph +(6) of this article, on the first day of the month following the expiration of +twelve months after the date of deposit of the tenth instrument of +ratification, acceptance, approval or accession, including an instrument which +contains a declaration made under article 92. + +(2) When a State ratifies, accepts, approves or accedes to this Convention +after the deposit of the tenth instrument of ratification, acceptance, approval +or accession, this Convention, with the exception of the Part excluded, enters +into force in respect of that State, subject to the provisions of paragraph (6) +of this article, on the first day of the month following the expiration of +twelve months after the date of the deposit of its instrument of ratification, +acceptance, approval or accession. + +(3) A State which ratifies, accepts, approves or accedes to this Convention and +is a party to either or both the Convention relating to a Uniform Law on the +Formation of Contracts for the International Sale of Goods done at The Hague on +1 July 1964 (1964 Hague Formation Convention) and the Convention relating to a +Uniform Law on the International Sale of Goods done at The Hague on 1 July 1964 +(1964 Hague Sales Convention) shall at the same time denounce, as the case may +be, either or both the 1964 Hague Sales Convention and the 1964 Hague Formation +Convention by notifying the Government of the Netherlands to that effect. + +(4) A State party to the 1964 Hague Sales Convention which ratifies, accepts, +approves or accedes to the present Convention and declares or has declared +under article 52 that it will not be bound by Part II of this Convention shall +at the time of ratification, acceptance, approval or accession denounce the +1964 Hague Sales Convention by notifying the Government of the Netherlands to +that effect. + +(5) A State party to the 1964 Hague Formation Convention which ratifies, +accepts, approves or accedes to the present Convention and declares or has +declared under article 92 that it will not be bound by Part III of this +Convention shall at the time of ratification, acceptance, approval or accession +denounce the 1964 Hague Formation Convention by notifying the Government of the +Netherlands to that effect. + +(6) For the purpose of this article, ratifications, acceptances, approvals and +accessions in respect of this Convention by States parties to the 1964 Hague +Formation Convention or to the 1964 Hague Sales Convention shall not be +effective until such denunciations as may be required on the part of those +States in respect of the latter two Conventions have themselves become +effective. The depositary of this Convention shall consult with the Government +of the Netherlands, as the depositary of the 1964 Conventions, so as to ensure +necessary co-ordination in this respect. + +Article 100 + +(1) This Convention applies to the formation of a contract only when the +proposal for concluding the contract is made on or after the date when the +Convention enters into force in respect of the Contracting States referred to +in subparagraph (1)(a) or the Contracting State referred to in subparagraph +(1)(b) of article 1. + +(2) This Convention applies only to contracts concluded on or after the date +when the Convention enters into force in respect of the Contracting States +referred to in subparagraph (1)(a) or the Contracting State referred to in +subparagraph (1)(b) of article 1. + +Article 101 + +(1) A Contracting State may denounce this Convention, or Part II or Part III of +the Convention, by a formal notification in writing addressed to the +depositary. + +(2) The denunciation takes effect on the first day of the month following the +expiration of twelve months after the notification is received by the +depositary. Where a longer period for the denunciation to take effect is +specified in the notification, the denunciation takes effect upon the +expiration of such longer period after the notification is received by the +depositary. + +:B~ [Post Provisions]-# + +1~post [Post Clauses (If any: Signed; Witnessed; Done; Authentic Texts; & +Deposited Clauses)]-# + +DONE at Vienna, this day of eleventh day of April, one thousand nine hundred +and eighty, in a single original, of which the Arabic, Chinese, English, +French, Russian and Spanish texts are equally authentic. + +IN WITNESS WHEREOF the undersigned plenipotentiaries, being duly authorized by +their respective Governments, have signed this Convention. |