lacticUNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL

2021年1月20日发(作者：sukey)
UNITED NATIONS CONVENTION ON
CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS
(1980) [CISG]
For U.S. citation purposes, the UN- certified English text is published in 52 Federal Register
6262, 6264-6280 (March 2, 1987); United States Code Annotated, Title 15, Appendix (Supp.
1987).


Linked Table of Treaty Sections


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:

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

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
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 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 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.