United Nations Convention on Contracts for the International Sale of Goods

The United Nations Convention on Contracts for the International Sale of Goods (abbrev. CISG) is a treaty offering a uniform international sales law that, as of 2006, had been ratified by 70 countries that account for three-quarters of all world trade. The CISG was signed in Vienna in 1980 and so is sometimes referred to as the Vienna Convention (but is not to be confused with other treaties signed in Vienna). It came into force as a multilateral treaty on January 1, 1988, after being ratified by ten countries. Countries that have ratified the CISG are referred to within the treaty as "Contracting States." Unless excluded by the express terms of a contract, the CISG is deemed to be incorporated into (and supplant) any otherwise applicable domestic law(s) with respect to a transaction in goods between parties from different Contracting States. The CISG is one of the more successful international conventions, due in no small part to its flexibility in allowing Contracting States the option of taking exception to specified articles. This flexibility was instrumental in convincing states with disparate legal traditions to subscribe to an otherwise uniform code. A key point of controversy had to do with whether or not a contract requires a written memorial to be binding. In formerly Communist countries, contracts were not valid unless written, but in most Western nations oral contracts are accepted. Western nations thus had no objection to signing, and many formerly Communist nations exercised their ability to exclude those articles relating to oral contracts, enabling them to sign as well. Notably, the UK is not among the countries that have ratified the CISG, despite being a leading jurisdiction for the choice of law in international commercial contracts.

Differences with Country Legislation Relating to the Sale of Goods

Depending on the country, the CISG can represent a small or significant departure from local legislation relating to the sale of goods, and in this can provide important benefits to companies from one contracting state that import goods into other states that have ratified the CISG. Many countries that have signed the CISG have made declarations and reservations as to the Treaty's scope.[1]

Differences with United States of America Legislation

In the USA, 49 of 50 states have adopted common legislation referred to in the US as the Uniform Commercial Code ("UCC"). The UCC is similar to the CISG in most ways as a means for promoting contracts for the sales of goods. The UCC departs from the CISG in some areas, such as the following areas that tend to reflect more general aspects of the US legal system:

Terms of Acceptance - Under the CISG, acceptance occurs when it is received by the offeror, a rule similar to many civil law jurisdictions which contemplate for service to be effective up on receipt; by contrast the US legal system often applies the so-called "mailbox" rule by which, acceptance, like service, can occur at the time the offeree transmits it to the offeror.

"Battle of Forms" - Under the CISG, a reply to an offer that purports to be an acceptance, but has additions, limitations, or other modifications is generally considered by the CISG to be a rejection and counteroffer. The UCC, on the other hand, tries to avoid the "battle of forms" that can result from such a rule, and allows an expression of acceptance to be operative, unless the acceptance states that it is conditioned on the offeror consenting to the additional or different terms contained in the acceptance.

Writing Requirement - Unless otherwise specified by a ratifying state, the CISG does not require that a sales contract be reduced to a writing. Under the UCC's statute of frauds, oral contracts selling goods for a price of $500.00 or more are generally not enforceable.

Nevertheless, because the US has ratified the CISG, it has the force of federal law and supersedes UCC-based state law under the Supremacy Clause. Among the US reservations to the CISG is the proviso that the CISG will apply only as to other CISG Contracting States, a reservation permitted by the CISG in Article 95. Therefore, in international contracts for the sale of goods between a US entity and an entity of a Contracting State, the CISG will apply unless the contract's choice of law clause specifically provides for non-CISG terms.

Countries that have ratified the CISG as of December 2, 2006

• Argentina
• Australia
• Austria
• Belarus
• Belgium
• Bosnia-Herzegovina
• Bulgaria
• Burundi
• Canada
• Chile
• China (PRC)
• Colombia
• Croatia
• Cuba
• Cyprus
• Czech Republic
• Denmark
• Ecuador
• Egypt
• El Salvador
• Estonia
• Finland
• France
• Gabon
• Georgia
• Germany
• Greece
• Guinea
• Honduras
• Hungary
• Iceland
• Iraq
• Israel
• Italy
• South Korea
• Kyrgystan
• Latvia
• Lesotho
• Liberia
• Lithuania
• Luxembourg
• Republic of Macedonia
• Mauritania
• Mexico
• Moldova
• Mongolia
• Montenegro
• Netherlands
• New Zealand
• Norway
• Paraguay
• Peru
• Poland
• Romania
• Russian Federation
• Saint Vincent and the Grenadines
• Serbia
• Singapore
• Slovakia
• Slovenia
• Spain
• Sweden
• Switzerland
• Syria
• Uganda
• Ukraine
• United States
• Uruguay
• Uzbekistan
• Yugoslavia
• Zambia[2]

External links

• Text of the CISG
• Pace Law School database on the CISG and International Commercial Law.
• Online Commentary on the CISG ccisg.org
• Commentary by U.S. Government attorneys, w/ explanation of some key differences between CISG and Uniform Commercial Code