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point 2: "This Convention does not apply to
contracts in which the preponderant part of the
obligations of the party who furnishes the goods
consist in the supply of labour or other services
the CISG made by the UN Secretariat.
of the Convention; the manner it approaches the
issues related to the trading of goods.
1. What is the binding legal
power of the United Nations Convention on Contracts for
the International Sale of Goods (CISG) adopted in Vienna
The convention has the binding power of a law for the
parties that have the headquarters located in states that
are signatories. Yet, article 6 indicates the fact that
the provisions of the Convention have a facultative
character. This means that the parties in a contract can
choose not to have the entire Convention or parts of it
apply to the contract. The choice of not having the
provisions of CISG apply to the contract is done only by
explicit specifications in the contract (contractual
clauses to this purpose) or in an implicit manner (another
regulation applicable to the contract is indicated.)
Therefore, pay attention! If the country where the
headquarters of your company is, signed the CISG and you
did not expressly specified in the contract (explicitly
or implicitly) that you exclude the applying of its
provisions, the provisions of CISG have the power of a
2. What is better in the case
of an international contract: to have the provisions of
CISG apply to it or to exclude their being applied?
It depends on the particular features of your business.
Keep in mind: in business in general and in international
business even more, TRUST PLAYS A VERY IMPORTANT ROLE.
Applying the provisions of an international convention,
which contains uniform clauses and was adopted by a great
number of states, CREATES TRUST. The partner will be
easier convinced of your good intentions. Thus, blockages
in concluding a business will be avoided.
3. In what cases do the CISG
According to art.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"
A few clarifications:
Before they conclude the contract, the parties must be
aware of the fact that the headquarters are in different
states.(Article 1, paragraph 2)
Contracting states, in the sense of the CISG, means the
signatory states. (art.91).
Some states do not accept the criterion under letter b).
These states are specified in the list of UNCITRAL (United
Nations Commission on International Trade Law)
4. Do the provisions of CISG
apply in the case of a contract on the selling of goods
made with a US partner?
Yes, they do. The Convention has been applying in the USA
5. What are the signatories of
CISG (United Nations Convention on Contracts for the
International Sale of Goods - Vienna 1980)?
According to the data provided by UNCITRAL (United
Nations Commission on International Trade Law) by
November 2, 2000, the Convention on Contracts For The
International Sale of Goods (Vienna 1980) had been signed
by 59 states: Argentina, Australia, Austria, Belarus,
Belgium, Bosnia-Herzegovina, Bulgaria, Burundi, Canada,
Chile, China, Kirghizstan, Croatia, Cuba, The Czech
Republic, Denmark, Ecuador, Egypt, Switzerland, Estonia,
Finland, France, Georgia, Germany, Ghana, Greece, Guinea,
Iraq, Italy, Yugoslavia, Latvia, Lesotho, Lithuania,
Luxembourg, Mauritania, Mexico, Moldova, Mongolia,
Norway, New Zealand, Holland, Peru, Poland, Romania,
Russia, Singapore, Slovakia, Slovenia, Spain, Syria,
Sweden, USA, Ukraine, Uganda, Uruguay, Uzbekistan,
6. CISG uses the term "goods"
when specifying the object or when regulating. Does the
term "goods" apply to the selling of services,
CISG does not define the term "goods". There
are, however, elements that make us consider that the
term applies only to the trading of mobile goods.
7. Is the written form
mandatory in the case of an international
contract to which the CISG applies?
According to Article 11 of CISG: "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 witness."
However, it is highly recommended, even more than
in the case of a domestic contract, that it be
concluded in the written form.