Introduction to the UNITED NATIONS Convention on Contracts for the International Sale of Goods
The United Nations Convention on Contracts the International Sale of Goods is also know as the Vienna Convention, due to the city where the final draft was signed and approved. The CISG came into force as a multilateral treaty on 1 January 1988, after being ratified by the following eleven countries: Argentina, China, Egypt, France, Hungary, Italy, Lesotho, Syria, United States of America, Yugoslavia and Zambia.
In regards to coming into effect, Article 99 of the CISG provided:
(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.
It continues to remain open for ratification or even accession. Four States signed it (it was
open for signature right until 30 September 1981) although at May 1994 an additional 38 had
ratified it or acceded to it. These Contracting States comprise Australia, Canada, China,
France, Portugal,England, Germany, Italy, the Russian Federation, Spain and the US. Notable omissions
include Japan along with the UK.
The Convention was adopted by a conference of 62 States convened through the Secretary
General of the UN. These States were representative in their legal system,
their geographic distribution and their trading profiles.
The Convention was that will replace the Hague Uniform Laws on International
Rules (ie The Uniform Law on International Sale of Goods of 1964, and also the Uniform
Law on the Formation of Contracts for the International Sale of Solutions of 1964), which
were adopted by the Hague Conference of 1964. The Hague Conventions were ratified
just by a few States, being regarded as being technically defective in certain aspects and Eurocentric
in the minds of some, an implicit bias in favour of the developed
countries whose main trading interest was the export of manufacturing products.
The Convention, and the Hague Conventions which preceded it, were the result of
many years of international discussions of, and studies concerning, the topic of uniform international
contracts of sale law.
The idea of an international law regarding sales dates back even to the 1930 to the International Institute for the Unification Private Law in Rome
(UNIDROIT). WWII interrupted this work, however UNIDROIT created the basis for the 1964 Hague convention.
The Vienna Convention has been negotiated under the aegis of the
United Nations Commission on International Trade Law (UNCITRAL). The international
sales contract, quasi by definition, has long raised choice of law problems in addition to
difficult enforcement issues. The uniform international sales law movement has had as
its goal an uniform law coping with the international sale of goods transaction, a legislation
which, necessarily, would be used by the courts and tribunals of individual nations.
The ultimate issues of enforcement would not be touched by such a convention, which would end up being
administered on a case-by-case basis; but a standard law would confer additional
benefits which could help dispute resolution and, litigation.
The Convention is divided into four parts. The first part deals with the applicablility of the CISG. The second part deals with the formation of contracts, the third part deals with the substantive obligations of buyers and sellers.
Part Four of the Convention deals with issues including but not limited to when the Covnention enters into force and whether states can exclude certain parts (reservations and declarations).
Even though the Convention is a big step forward towards an unification of international laws, in practice its effects are or moderate impact. Practitioners often exclude the applicability of the CISG, since they fear that one national legal system can better address all of the issues arising from international sales. In other words: the CISG leaves too many questions unanswered as to be predictible.
In the second part of this article, we will elaborate on the substantive rights and obligations of the parties and in which regard they differ from national legal systems.
The author is interested and has published on in international and comparative law.
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