4 SEPTEMBER 1996. An Act to approve the United Nations Convention on Contracts for the International Sale of Goods, done at Vienna on 11 April 1980 (1)

ALBERT II, King of the Belgians,
To all, present and to come, Hi.
The Chambers adopted and We sanction the following:
Article 1^er. This Act regulates a matter referred to in section 77, paragraph 1^er6° of the Constitution.
Art. 2. The United Nations Convention on Contracts for the International Sale of Goods, held in Vienna on 11 April 1980, will come out of its full effect.
Promulgate this law, order that it be clothed with the seal of the State and published by the Belgian Monitor.
Given in Brussels on 4 September 1996.
ALBERT
By the King:
Minister of Foreign Affairs,
E. DERYCKE
Minister of Justice,
S. DE CLERCK
State seal:
Minister of Justice,
S. DE CLERCK
For the consultation of the table, see image
United Nations Convention on Contracts for the International Sale of Goods
States parties to this Convention
Bearing in mind the general objectives set out in the resolutions on the establishment of a new international economic order adopted by the General Assembly at its sixth special session,
Considering that the development of international trade on the basis of equality and mutual benefits is an important element in the promotion of friendly relations among States,
Believing that the adoption of uniform rules applicable to contracts for the international sale of goods and compatible with the various social, economic and legal systems will contribute to the elimination of legal obstacles to international trade and will promote the development of international trade,
The following agreed:
PART I. - Scope of application and general provisions
CHAPTER I. - Scope of application
Article 1^er
(1) This Convention applies to contracts for the sale of goods between parties having their establishment in different States:
(a) where such States are Contracting States; or
(b) The rules of private international law lead to the application of the law of a Contracting State.
(2) It is not taken into account the fact that the parties have their place of business in different States where this fact does not come from the contract, any prior transactions between the parties, or any information given by them at any time before the conclusion or at the conclusion of the contract.
(3) Neither the nationality of the parties nor the civil or commercial nature of the parties or the contract shall be taken into consideration for the purposes of this Convention.
Article 2
This Convention does not govern sales:
(a) goods purchased for personal, family, or domestic use, unless the seller, at any time before the conclusion or at the conclusion of the contract, did not know or was not expected to know that these goods were purchased for such use;
(b) at auction;
(c) on seizure or otherwise by judicial authority;
(d) securities, trade and currency effects;
(e) vessels, vessels, aircraft and aircraft;
(f) electricity.
Article 3
(1) Contracts for the supply of goods to be manufactured or produced shall be deemed to be sold unless the party that orders them has to provide an essential part of the material elements required for such manufacture or production.
(2) This Convention does not apply to contracts in which the preponderant share of the obligation of the party providing the goods is a supply of manpower or other services.
Article 4
This Convention governs exclusively the formation of the contract of sale and the rights and obligations that such a contract arises between the seller and the buyer. In particular, except as otherwise expressly provided in this Convention, this Convention does not concern:
(a) the validity of the contract or the validity of any of its clauses, not those of the use;
(b) the effects that the contract may have on the property of the goods sold.
Article 5
This Convention does not apply to the liability of the seller for death or bodily injury to anyone by the goods.
Article 6
Parties may exclude the application of this Convention or, subject to the provisions of Article 12, derogate from or alter any of its provisions.
CHAPTER II. - General provisions
Article 7
(1) For the interpretation of this Convention, it will be taken into account its international character and the need to promote the uniformity of its application and to ensure respect for good faith in international trade.
(2) Matters relating to matters governed by this Convention and not expressly decided by it shall be governed by the general principles of which it is based or, in the absence of these principles, in accordance with the law applicable under the rules of private international law.
Article 8
(1) For the purposes of this Convention, the indications and other behaviours of a party must be interpreted in accordance with the intention of the party when the other party knew or could not ignore this intention.
(2) If the preceding paragraph is not applicable, the indications and other behaviours of a party must be interpreted in the sense that a reasonable person of the same quality as the other party, placed in the same situation, would have given them.
(3) In determining the intent of a party or what a reasonable person would have understood, consideration must be given to the relevant circumstances, including negotiations that may have taken place between the parties, the habits that have been established between them, the uses and any subsequent conduct of the parties.
Article 9
(1) The parties are bound by the uses to which they have consented and by the habits established between them.
(2) Unless otherwise agreed by the parties, the parties are deemed to have tacitly referred to in the contract and to be trained for any use of which they were aware or should have known and which, in international trade, is widely known and regularly observed by the parties to similar contracts in the relevant commercial branch.
Article 10
For the purposes of this Convention:
(a) if a party has more than one institution, the establishment has taken into consideration is the one that has the closest relationship with the contract and its execution in respect of the circumstances known to or envisaged by the parties at any time before the conclusion or at the conclusion of the contract;
(b) if a party does not have an establishment, its usual residence shall take place.
Article 11
The sale contract does not have to be entered into or recorded in writing and is not subject to any other formal condition. It can be proved by any means, including by witnesses.
Article 12
Any provision of Article 11, Article 29 or Part II of this Convention authorizing a form other than the written form, either for the conclusion or for the amicable modification or termination of a contract of sale, or for any offer, acceptance or other manifestation of intent, shall not apply if one of the parties has its place of business in a Contracting State that has made a declaration in accordance with Article 96 of this Convention. The parties may not derogate from or modify the effects of this article.
Article 13
For the purposes of this Convention, the term "written" must also be understood by telegrams or telex.
PART 2. - Training of the contract
Article 14
(1) A proposal to enter into a contract addressed to one or more specified persons constitutes an offer if it is sufficiently precise and if it indicates the author's will to be bound in case of acceptance. A proposal is sufficiently precise when it designates the goods and, expressly or implicitly, sets the quantity and price or gives indications to determine them.
(2) A proposal to indeterminate persons is considered an invitation to offer, unless the person who made the proposal clearly indicated the contrary.
Article 15
(1) An offer takes effect when it reaches the recipient.
(2) An offer, even if irrevocable, may be retracted if the revocation reaches the recipient before or at the same time as the offer.
Article 16
(1) Until a contract has been concluded, an offer may be revoked if the revocation reaches the recipient before the recipient has sent an acceptance.
(2) However, an offer cannot be revoked:
(a) if it is intelligible, setting a specified time limit for acceptance, or otherwise, that it is irrevocable; or
(b) if it was reasonable for the recipient to consider the offer as irrevocable and if it acted accordingly.
Article 17
An offer, even irrevocable, ends when its rejection reaches the author of the offer.
Article 18
(1) A statement or other behaviour of the recipient indicating that he or she acquires an offer constitutes acceptance. Silence or inaction alone cannot be accepted.
(2) Acceptance of an offer takes effect when the indication of acquittal reaches the author of the offer. Acceptance shall not take effect if this indication fails to reach the offerer within the time specified by the offeror or, in the absence of such stipulation, within a reasonable period of time, taking into account the circumstances of the transaction and the speed of the means of communication used by the offerer. A verbal offer must be accepted immediately, unless the circumstances imply the opposite.
(3) However, if, under the offer, habits that have been established between the parties or the uses, the consignee of the offer may indicate that it acquires an act relating, for example, to the shipment of the goods or to the payment of the price, without communication to the offerer, acceptance takes effect at the time that this act is performed, provided that it is within the time limits provided for in the preceding paragraph.
Article 19
(1) A response that tends to be the acceptance of an offer, but contains additions, limitations or other amendments, is a rejection of the offer and constitutes a counter-profile.
(2) However, a response that tends to have lost acceptance of an offer, but which contains additional or different elements that do not substantially alter the terms of the offer, constitutes acceptance, unless the offerer, without undue delay, notes the differences verbally or gives notice to this effect. If it does not, the terms of the contract are those of the offer, with the modifications included in the acceptance.
(3) Complementary or different elements relating to the price, payment, quality and quantity of the goods, at the place and at the time of delivery, to the extent of responsibility of a party to the other or to the reglementation of disputes, are considered to substantially alter the terms of the offer.
Rule 20
(1) The acceptance period fixed by the offerer in a telegram or letter begins to run at the time the telegram is returned for shipment or at the date that appears on the letter or, if not, on the date that appears on the envelope. The time limit for acceptance that the offeror fixed by telephone, telex or other instant communication means begins to run at the time the offer reaches the recipient.
(2) The holidays or unpaid days that fall while the acceptance period is shortened are counted in calculating this period. However, if the notification cannot be delivered to the address of the offerer on the last day of the period, because the offerer falls on a holiday or unpaid at the place of the establishment of the offerer, the deadline is extended until the next business day.
Article 21
(1) A late acceptance nevertheless produces effect as an acceptance if, without delay, the author of the offer verbally informs the recipient or sends a notice to that effect.
(2) If the letter or other writing containing a late acceptance reveals that it has been shipped under such conditions as, if the transmission had been regular, it would have reached the offerer in time, the late acceptance produced as an acceptance unless, without delay, the offerer verbally informs the recipient of the offer that he considers that his offer had ended or that he does not address an opinion to him or her
Article 22
Acceptance may be retracted if the revocation reaches the offerer before the time the acceptance takes effect or at that time.
Article 23
The contract shall be entered into at the time the acceptance of an offer takes effect 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 manifestation of intent "successes" to the consignee when made verbally or is issued by any other means to the consignee himself, to his place of business, to his or her postal address or, if he or she has no establishment or postal address, to his or her habitual residence.
Part three. Sale of goods
CHAPTER I. - General provisions
Rule 25
A breach of the contract committed by one of the parties is essential when it causes harm to the other party so that it substantially deprives it of what it was entitled to expect from the contract, unless the default party did not provide for such a result and that a reasonable person of the same quality in the same situation would not have anticipated it either.
Rule 26
A contract resolution dedaration only has effect if it is made by notification to the other party.
Rule 27
Unless otherwise expressly provided in this Part of the Convention, if a notification, request or other communication is made by a party to the contract in accordance with this Part and by a means appropriate to the circumstances, a view or error in the transmission of the communication or the fact that it did not arrive at the destination does not deprive that party of the right to avail itself of the contract.
Rule 28
If, in accordance with the provisions of this Convention, a party has the right to require the other party to perform an obligation, a court is only required to order performance in kind if it would do so under its own right for similar sales contracts not governed by this Convention.
Rule 29
(1) A contract may be modified or terminated by friendly agreement between the parties.
(2) A written contract that contains a provision stipulating that any modification or amicable termination must be made in writing may not be altered or terminated in another form. However, the behaviour of one of the parties may prevent it from invoking such a provision if the other party has relied on that behaviour.
CHAPTER II. - Obligations of the seller
Rule 30
The seller shall, under the terms and conditions set out in the contract and by this Convention, deliver the goods, transfer the property and, where appropriate, hand over the relevant documents.
Section I. - Delivery of goods and delivery of documents
Rule 31
If the seller is not required to deliver the goods to another particular place, its obligation to deliver is:
(a) where the contract of sale involves the carriage of the goods, to hand the goods to the first carrier for transmission to the buyer;
(b) where, in cases not referred to in the preceding paragraph, the contract relates to a certain body or a gender that is to be taken from a specified mass or that is to be manufactured or produced and when, at the time of the conclusion of the contract, the parties knew that the goods were or were to be manufactured or produced in a particular place, to make the goods available to the buyer in that place;
(c) in any other case, to make the goods available to the purchaser at the place where the seller had his place of business at the time of the conclusion of the contract.
Rule 32
(1) If, in accordance with the contract or this Convention, the seller shall hand over the goods to a carrier and if the goods are not clearly identified for the purposes of the contract by the affixing of a distinguishing sign on the goods, by transport documents or by any other means, the seller shall give the buyer notice of the shipment by specifying the goods.
(2) If the seller is required to make arrangements for the carriage of the goods, the seller must enter into the necessary contracts for the carriage to be carried out to the place provided, by means of transport appropriate to the circumstances and under the usual conditions for such carriage.
(3) If the seller is not required to subscribe to a transport insurance, it must provide the buyer, at the request of the buyer, with any information available to it that is necessary for the conclusion of this insurance.
Rule 33
The seller must deliver the goods:
(a) if a date is fixed by the contract or determined by reference to the contract at that date;
(b) if a period of time is fixed by the contract or determinable by reference to the contract, at any time during that period, unless it results from the circumstances that it is to the purchaser to choose a date; where
(c) in all other cases, within a reasonable period from the conclusion of the contract.
Rule 34
If the seller is required to deliver the documents relating to the goods, the seller must perform this obligation at the time, place and form provided for in the contract. In the event of an early remission, the seller shall, until the time provided for the remission, retain the right to repair any failure to comply with the documents, provided that the exercise of this right does not cause the buyer any inconvenience or unreasonable costs. However, the buyer retains the right to claim damages in accordance with this Convention.
Section II. - Compliance of goods and rights or claims of third parties
Rule 35
(1) The seller must deliver goods whose quantity, quality and type meet those provided for in the contract, and whose packaging or packaging corresponds to the one provided for in the contract.
(2) Unless otherwise agreed by the parties, the goods are in conformity with the contract only if:
(a) they are specific to the uses that would normally be used for goods of the same type;
(b) they are specific to any special use that has been expressly or tacitly brought to the seller's knowledge at the time of the conclusion of the contract, unless it is the result of the circumstances that the buyer did not return to the seller's jurisdiction or appreciation or that it was not reasonable to do so;
(c) they possess the qualities of a commodity that the seller presented to the buyer as a sample or model;
(d) they are packaged or conditioned according to the usual mode for goods of the same type or, in default of usual mode, in a manner that keeps and protects them.
(3) The seller is not liable under subparagraphs (a) to (d) of the preceding paragraph, for a failure of conformity that the buyer knew or could not ignore at the time of the conclusion of the contract.
Rule 36
(1) The seller shall be liable, in accordance with the contract and this Convention, for any failure to comply that exists at the time of the transfer of risks to the purchaser, even if the default appears only ulteriorly.
(2) The seller is also responsible for any non-compliance that occurs after the time specified in the preceding paragraph and is attributable to the non-performance of any of its obligations, including a breach of a guarantee that, for a certain period of time, the goods will remain specific to their normal use or special use or will maintain specified qualities or characteristics.
Rule 37
In the event of early delivery, the seller has the right, up to the expected date of delivery, to either deliver a missing part or quality, or new goods in replacement of non-contracted goods, or to repair any failure of conformity of the goods, provided that the exercise of this right does not cause the buyer or unreasonable inconveniences or costs. However, the buyer retains the right to claim damages in accordance with this Convention.
Rule 38
(1) The purchaser must examine the goods or have them examined as soon as possible with respect to the circumstances.
(2) If the contract involves the carriage of goods, the examination may be postponed until they arrive at their destination.
(3) If the goods are diverted or resented by the purchaser without the buyer having reasonably had the opportunity to examine them and if, at the time of the conclusion of the contract, the seller knew or should have known the possibility of such disrouting or re-shipment, the examination may be postponed until the arrival of the goods to their new destination.
Rule 39
(1) The buyer is deprived of the right to avail himself of a breach of conformity if he does not denounce it to the seller, specifying the nature of this defect, within a reasonable period of time from the time that he found it or should have found it.
(2) In all cases, the buyer is deprived of the right to avail himself of a failure to comply, if he does not denounce it at the latest within two years of the date on which the goods were actually delivered, unless that period is incompatible with the duration of a contractual guarantee.
Rule 40
The seller cannot avail itself of the provisions of sections 38 and 39 where the failure to comply relates to facts that he knew or could not ignore and that he did not reveal to the buyer.
Rule 41
The seller must deliver the goods free of any right or claim of a third party, unless the buyer agrees to take the goods under these conditions. However, if this right or claim is based on industrial property or other intellectual property, the seller's obligation is governed by section 42.
Rule 42
(1) The seller must deliver the goods free of any right or claim of a third party based on industrial property or other intellectual property, which he knew or could not ignore at the time of the conclusion of the contract, provided that such right or claim is based on industrial property or other intellectual property:
(a) under the law of the State where the goods must be sold or used, if the parties have considered at the time of the conclusion of the contract that the goods would be sold or used in that State; or
(b) in any other case, under the law of the State where the buyer has its place of business.
(2) In the following cases, the seller is not bound by the obligation set out in the preceding paragraph:
(a) at the time of the conclusion of the contract, the buyer knew or could not ignore the existence of the right or claim; or
(b) the right or claim is the result of the seller's compliance with the technical plans, drawings, formulations or other similar specifications provided by the buyer.
Rule 43
(1) The purchaser shall lose the right to avail himself of the provisions of Articles 41 and 42 if he does not denounce to the seller the right or claim of the third party, specifying the nature of that right or claim, within a reasonable period of time from the time when he or she has been aware of it or should have known it.
(2) The seller may not take precedence over the provisions of the paragraph if the seller knew the right or claim of the third party and its nature.
Rule 44
Notwithstanding the provisions of paragraph 1^er section 39 and paragraph 1^er of section 43, the purchaser may reduce the price in accordance with section 50 or seek damages, except for the missed gain, if he has a reasonable excuse for not making the required denunciation.
Section III. - Means available to the buyer in the event of a breach of contract by the seller
Rule 45
(1) If the seller has not performed any of the obligations resulting from the sale contract or this Convention, the buyer shall be entitled to:
(a) exercise the rights provided for in articles 46 to 52;
(b) seek damages under articles 74 to 77.
(2) The buyer does not lose the right to claim damages when exercising his right to use another means.
(3) No grace shall be granted to the seller by a judge or by an arbitrator when the buyer takes precedence over one of the means available to the seller in the event of a breach of the contract.
Rule 46
(1) The buyer may require the seller to fulfill its obligations, unless it has availed itself of a means incompatible with this requirement.
(2) If the goods are not in conformity with the contract, the purchaser may not require the seller to deliver substitute goods unless the failure to comply constitutes an essential breach of the contract and if the delivery is requested at the time of the denunciation of the compliance default made in accordance with section 39 or within a reasonable period of time from that denunciation.
(3) If the goods are not in compliance with the contract, the buyer may require the seller to repair the non-conformity unless it is unreasonable in all circumstances. The repair must be requested at the time of the denunciation of the defect of conformity made in accordance with section 39 or within a reasonable period of time from that denunciation.
Rule 47
(1) The purchaser may provide the seller with an additional period of reasonable duration for the performance of its obligations.
(2) Unless a notice has been received from the seller informing the seller that the seller would not perform its obligations within the time limit so stipulated, the buyer cannot, before the expiry of this period, avail himself of any of the means available to him in the event of a breach of the contract. However, the buyer does not therefore lose the right to claim damages for delay in execution.
Rule 48
(1) Under article 49, the seller may, even after the date of delivery, repair any breach of its obligations at its expense, provided that this does not result in unreasonable delay and does not cause the buyer to have any unreasonable inconvenience or uncertainty as to the seller's reimbursement of the costs made by the buyer. However, the buyer retains the right to claim damages in accordance with !a this Convention.
(2) If the seller asks the buyer to let him know whether he accepts the execution and if the buyer does not respond within a reasonable period of time, the seller may fulfill its obligations within the time specified in his application. The buyer may not, before the expiry of this period, avail himself of an incomplete means with the performance by the seller of his obligations.
(3) When the seller notifies the purchaser of its intention to perform its obligations in a specified delai, it is presumed to ask the buyer to make it known its decision in accordance with the preceding paragraph.
4) An application or notification made by the seller under paragraphs 2 or 3 of this section shall be effective only if received by the buyer.
Rule 49
(1) The buyer may declare the contract resolved:
(a) if the seller ' s failure to comply with any of the obligations resulting from the contract or this Convention constitutes an essential breach of the contract; or
(b) in case of default of delivery, if the seller does not deliver the goods within the additional period provided by the buyer in accordance with paragraph 1^er section 47 or if he declares that he will not deliver them within the time limit.
(2) However, when the seller delivered the goods, the purchaser is deprived of the right to declare the contract resolved if he did not:
(a) in the event of late delivery, within a reasonable period of time from the time that the delivery was made;
(b) in the event of a contravention other than late delivery, within a reasonable period of time:
(i) from the time he was aware of or should have known of that contravention;
(ii) after the expiry of any additional period provided by the purchaser in accordance with paragraph 1^er Article 47 or after the seller has declared that he would not perform his obligations within that additional period; or
(iii) after the expiry of any additional period specified by the seller in accordance with paragraph 2 of Article 48 or after the buyer has declared that he would not accept the execution.
Rule 50
If the goods fail to comply with the contract, whether or not the price has been paid, the buyer may reduce the price proportionally to the difference between the value that the goods actually delivered had at the time of delivery and the value that compliant goods would have had at that time. However, if the seller repairs any breach of its obligations under section 37 or section 48 or if the buyer refuses to accept the execution by the seller in accordance with these articles, the buyer cannot reduce the price.
Rule 51
(1) If the seller delivers only one party of the goods or only a portion of the goods delivered is in accordance with the contract, sections 46 to 50 apply with respect to the missing or non-compliant portion.
(2) The purchaser may only declare the contract resolved in its entirety if the partial failure or failure to comply constitutes a fundamental breach of the contract.
Rule 52
(1) If the seller delivers goods before the fixed date, the buyer has the right to take delivery of the goods or refuse to take delivery.
(2) If the seller delivers more than the amount provided for in the contract, the buyer may accept or refuse to take delivery of the excess quantity. If the purchaser agrees to take delivery in whole or in part, he must pay it at the contract rate.
CHAPTER III. - Obligations of the buyer
Rule 53
The buyer shall, under the conditions provided for in the contract and by this Convention, pay the price and take delivery of the goods.
Section I. - Payment of the price
Rule 54
The buyer's obligation to pay the price includes that of taking the measures and carrying out the formalities to allow the payment of the price that are provided by the contract or by the laws and regulations.
Rule 55
If the sale is validly concluded without the price of the goods sold being fixed in the contract expressly or implicitly or by a provision to determine it, the parties are deemed, unless otherwise specified, to have tacitly referred to at the price usually practiced at the time of the conclusion of the contract, in the relevant commercial branch, for the same goods sold in comparable circumstances.
Rule 56
If the price is fixed according to the weight of the goods, it is the net weight which, in case of doubt, determines the price.
Rule 57
(1) If the buyer is not required to pay the price in another particular place, he must pay the seller:
(a) the establishment or
(b) if the payment is to be made against the delivery of the goods or documents, instead of the delivery.
(2) The seller must bear any increase in incidental costs to the payment resulting from its change of establishment after the contract is concluded.
Rule 58
(1) If the buyer is not required to pay the price at any other specified time, the buyer must pay the price when, in accordance with the contract and this Convention, the seller makes available either the goods or the representative documents of the goods. The seller may make payment a condition for the delivery of goods or documents.
(2) If the contract involves the carriage of the goods, the seller may make a shipment provided that the goods or representative documents will only be delivered to the buyer against payment of the price.
(3) The purchaser is not required to pay the price before having the opportunity to examine the goods, unless the terms of delivery or payment agreed upon by the parties do not leave it the possibility.
Rule 59
The purchaser must pay the price on the date fixed to the contract or resulting from the contract and this Convention, without any request or other formality from the seller.
Section II. - Delivery take-off
Rule 60
The buyer's obligation to take delivery consists of:
(a) perform any act that may reasonably be expected to enable the seller to make the delivery; and
(b) to remove the goods.
Section III. - Means available to the seller in case of breach of contract by the buyer
Rule 61
(1) If the purchaser has not performed any of the obligations resulting from the sale contract or this Convention, the seller shall be based on:
(a) exercise the rights provided for in articles 62 to 65;
(b) seek damages under articles 74 to77.
(2) The seller does not lose the right to claim damages when exercising his right to use another means.
(3) No grace period may be granted to the buyer by a judge or by an arbitrator when the seller takes precedence over one of the means available to the buyer in the event of a breach of the contract.
Rule 62
The seller may require the purchaser to pay the price, take the delivery of the goods or perform the other obligations of the purchaser, unless it is assumed of a means incompatible with these requirements.
Rule 63
(1) The seller may provide the buyer with an additional period of reasonable duration for the performance of its obligations.
(2) Unless a notice has been received from the purchaser that informs the purchaser that the buyer would not perform its obligations within the time limit so stipulated, the seller cannot, before the expiry of this period, avail himself of any of the means available to the seller in the event of a breach of the contract. However, the seller does not therefore lose the right to claim damages for delay in execution.
Rule 64
(1) The seller may declare the contract resolved:
(a) if the buyer's failure to comply with any of the obligations resulting from the contract or the present Convention constitutes an essential breach of the contract; or
(b) if the purchaser fails to fulfil its obligation to pay the price or does not take delivery of the goods within the additional period provided by the seller in accordance with paragraph 1^er Article 63 or if it declares that it will not do so within the time limit so provided.
(2) However, when the buyer paid the price, the seller is dropped from the right to declare the contract resolved if he did not:
(a) in case of late execution by the buyer, before knowing that there had been execution; or
(b) in the event of a breach by the purchaser other than late execution, within a reasonable time limit:
(i) from the time the seller was aware of or should have known of that contravention; or
(ii) after the expiry of any additional period due by the seller in accordance with paragraph 1^er Article 63 or after the purchaser has declared that he would not perform his duties within that additional period.
Rule 65
(1) If the contract provides that the purchaser must specify the form, measure or other characteristics of the goods and if the purchaser does not make this specification on the agreed date or within a reasonable time after the receipt of a request from the seller, the seller may, without prejudice to any other rights that he or she may have, make this specification on the basis of the needs of the purchaser of which he or she may have knowledge. If the seller makes the specification itself, the seller must disclose the terms and conditions to the buyer and give it a reasonable time for a different specification. If, after receipt of the vendor's communication, the purchaser does not use this option within the specified time limit, the seller's specification is final.
CHAPTER IV. - Risk transfer
Rule 66
The loss or deterioration of the goods occurring after the transfer of risks to the buyer does not release the buyer from its obligation to pay the price, unless these events are due to a fact of the seller.
Rule 67
(1) When the contract of sale involves a carriage-of-goods and the seller is not required to return them to a specified place, the risks are transferred to the buyer from the delivery of the goods to the first carrier for transmission to the buyer in accordance with the contract of sale. When the seller is required to deliver the goods to a carrier in a specified location, the risks are not transferred to the buyer until the goods have been delivered to the carrier in that place. The fact that the seller is authorized to retain representative documents of the goods does not affect the transfer of risks.
(2) However, the risks are not transferred to the purchaser until the goods have been clearly identified for the purposes of the contract, either by means of a distinguishing sign on the goods, by transport documents, by a notice given to the purchaser or by any other means.
Rule 68
For goods sold during carriage, the risks are transferred to the buyer from the time the contract is entered into. However, if the circumstances involve it, the risks are borne by the buyer from the time the goods were handed over to the carrier who issued the documents recognizing the contract of carriage. However, if, at the time of the conclusion of the sale contract, the claimant was aware of or ought to have known that the goods had died or had been deteriorated and that he did not inform the buyer, the loss or deterioration is at the expense of the seller
Rule 69
(1) In cases not covered by sections 67 and 68, the risks are transferred to the buyer when he removes the goods or, if he does not do so in due time, from the time when the goods are made available to him and where he commits a breach of the contract by not taking delivery.
(2) However, if the purchaser is required to remove the goods in a place other than an establishment of the seller, the risks are transferred when the delivery is due and the purchaser knows that the goods are made available to him in that place.
(3) If the sale relates to non-individualized goods, the goods are deemed to have been made available to the purchaser only when clearly identified for the purposes of the contract.
Rule 70
If the seller has committed a breach of the contract, the provisions of sections 67, 68 and 69 do not affect the means the buyer disposes of because of the breach.
CHAPTER V. - Provisions common to the obligations of the seller and the buyer
Section I. - Advance contract and successive delivery contracts
Rule 71
(1) A party may defer the performance of its obligations when it appears, after the conclusion of the contract, that the other party will not perform an essential part of its obligations because:
(a) a serious insufficiency in the performance capacity of that party or its solvency; or
(b) the manure of which it is about to execute or execute the contract.. 2) If the seller has already shipped the goods when the reasons set out in the preceding paragraph are revealed, the seller may object to the delivery of the goods to the purchaser, even if the buyer holds a document allowing it to obtain them. This paragraph applies only to the respective rights of the seller and the buyer on the goods.
(3) The party that differentiates the execution, before or after the shipment of the goods, must forthwith send a notification to that effect to the other party, and must perform the performance if the other party gives sufficient assurance of the fulfilment of its obligations.
Rule 72
(1) If, before the date of the performance of the contract, it is clear that a party will commit an essential breach of the contract, the other party may declare the contract resolved.
(2) If the party has the time required, the party intending to declare the resolute contract must notify the other party in reasonable conditions to allow it to provide sufficient assurance of the proper performance of its obligations.
(3) The provisions of the preceding paragraph do not apply if the other party stated that it would not perform its obligations.
Rule 73
(1) In successive delivery contracts, if the non-performance by one of the parties of a delivery obligation constitutes an essential breach of the contract with respect to that delivery, the other party may declare the contract resolved for that delivery.
(2) If the non-performance by one of the parties of a delivery obligation gives the other party serious reasons to believe that there will be an essential breach of the contract with respect to future obligations, it may declare the contract resolved for the future, provided that the contract is made within a reasonable time.
(3) The purchaser who declares the contract resolved for a delivery may, at the same time, declare it resolved for deliveries already received or for future deliveries if, due to their connexity, these deliveries cannot be used for the purposes envisaged by the parties at the time of the conclusion of the contract.
Section II. - Damage-interest
Rule 74
Damage to a breach of contract committed by a party is equal to the loss suffered and the gain missed by the other party as a result of the contravention. Such damages may not be greater than the loss suffered and the loss that the default party had anticipated or should have anticipated at the time of the conclusion of the contract, considering the facts to which it was aware or should have known, as possible consequences of the breach of the contract.
Rule 75
When the contract is resolved and, in a reasonable manner and within a reasonable period of time after the resolution, the buyer proceeded to a replacement purchase or the seller to a countervailing sale, the party requesting damages may obtain the difference between the contract price and the purchase price of replacement or countervailing sale as well as any other damages that may be due under section 74.
Rule 76
(1) When the contract is resolved and the goods have a common price, the party seeking damages may, if it has not made a replacement purchase or a countervailing sale under section 75, obtain the difference between the price fixed in the contract and the current price at the time of the resolution and any other damages that may be due under section 74. Neanless, if the party requesting damages has declared the contract resolved after taking possession of the goods, it is the current price at the time of taking possession that is applicable and not the current price at the time of resolution.
(2) For the purposes of the preceding paragraph, the current price is that of the place where the delivery of the goods should have been carried out or, if not common price in that place, the current price in another place that it appears reasonable to take as a reference place, taking into account the differences in the shipping costs of the goods.
Rule 77
The party who invokes the breach of contract must take reasonable steps, in the circumstances, to limit the loss, including the missed gain, resulting from the contravention. If it fails to do so, the default party may request a reduction in damages equal to the amount of the loss that should have been avoided.
Section III. - Interest
Rule 78
If a party does not pay the price or any other amount due, the other party is entitled to interest on that amount, without prejudice to any damages it would be entitled to claim under section 74.
Section IV. - Exemption
Rule 79
(1) A party is not responsible for the non-performance of any of its obligations if it proves that this non-performance is due to an impediment independent of its will and that it could not reasonably be expected to take it into consideration at the time of the conclusion of the contract, to prevent or overcome it or to prevent or overcome its consequences.
(2) If the non-performance by a party is due to the non-performance by a third party that it has charged to execute any or part of the contract, that party is exempt from its liability only in the case of:
(a) where it is under the provisions of the preceding paragraph; and
(b) where the third party would also be exempt if the provisions of that paragraph were applied to it.
(3) The exemption provided for in this article produces effect during the duration of the incapacitation.
4) The party that has not executed must warn the other party of the incapacity and its effects on its ability to perform. If the warning does not arrive at a destination within a reasonable period of time from the time when the party that has not performed has known or should have known the incapacity, the warning shall be liable to damages as a result of this lack of reception.
5) The provisions of this article do not prohibit a party from exercising all its rights other than that of obtaining damages under this Convention.
Rule 80
A party may not avail itself of an incompetent by the other party to the extent that this failure is due to an act or omission on its part.
Section V. - Effects of resolution
Rule 81
(1) The contract resolution frees both parties from their obligations, subject to any damages that may be due. It has no effect on the terms of the contract relating to the settlement of disputes or the rights and obligations of the parties in the event of a resolution.
(2) The party who has executed the contract completely or partially may claim restitution to the other party of what it has provided or paid in execution of the contract. If both parties are required to make restitution, they must proceed simultaneously.
Rule 82
(1) The buyer loses the right to declare the contract resolved or to require the seller to deliver substitute goods if it is impossible to return the goods in a substantially identical condition to that in which it received them.
(2) The previous paragraph does not apply:
(a) if the impossibility of returning the goods or returning them in a substantially identical state to that in which the buyer received them is not due to an act or omission on his part;
(b) if the goods have perished or deteriorated, in whole or in part, as a result of the examination prescribed in section 36; or. (c) if the purchaser, before the time when he found or should have found the failure to comply, sold all or part of the goods in the course of a normal commercial operation or consumed or processed all or part of the goods in accordance with normal use.
Rule 83
The purchaser who has lost the right to declare the contract resolved or to require the seller to deliver substitute goods under section 82 shall retain the right to avail himself of any other means that he holds from the contract and this Convention.
Rule 84
(1) If the seller is required to return the price, the seller must also pay interest on the amount of that price from the day of payment.
(2) The buyer shall owe to the seller the equivalent of any profit that he has withdrawn from the goods or part thereof:
(a) when it is to return them in whole or in part; or
(b) where it is impossible to return all or part of the goods or to return them in whole or in part in a substantially identical condition to that in which it received them and that nevertheless it has declared the contract resolved or has required the seller to deliver substitute goods.
Section VI. - Conservation of goods
Rule 85
When the buyer delays taking delivery of the goods or fails to pay the price, while the payment of the price and the delivery must be made simultaneously, the seller, if he has the goods in his possession or under his control, must take reasonable measures, in the circumstances, to ensure the preservation of the goods. It is justified to retain them until he has obtained from the buyer the refund of his reasonable expenses.
Rule 86
(1) If the purchaser has received the goods and intends to exercise any right to refuse them under the contract or this Convention, the purchaser shall take reasonable measures, in accordance with the circumstances, to ensure the retention of the goods. It is justified to retain them until it has obtained from the seller the refund of its reasonable expenses.
(2) If the goods shipped to the buyer have been made available at their place of destination and if the buyer exercises the right to refuse them, he must take possession of it on behalf of the seller has the condition that he can do so without payment of the price and without inconvenience or unreasonable costs. This provision does not apply if the seller is present at the place of destination or if there is in that place a person who has the right to take the goods on his behalf. The rights and obligations of the purchaser who takes possession of the goods under this paragraph are governed by the preceding paragraph.
Rule 87
The party who is required to take measures to ensure the conservation of the goods may deposit them in the stores of a third party at the expense of the other party, provided that the resulting costs are not unreasonable.
Rule 88
(1) The party that is responsible for the conservation of the goods in accordance with sections 85 and 86 may sell the goods by any appropriate means if the other party has made an unreasonable delay in taking possession of the goods or in retaking them or in paying the price or expenses of their conservation, provided that the other party has notified, under reasonable conditions, its intention to sell.
(2) When the goods are subject to rapid deterioration or when their conservation would result in unreasonable costs, the party that is required to ensure the conservation of the goods in accordance with sections 85 or 86 must reasonably use them to sell them. To the extent possible, it must notify the other party of its intention to sell.
(3) The party that sells the goods has the right to retain on the proceeds of the sale an amount equal to the reasonable costs of the conservation and sale of the goods. It owes the surplus to the other part.
Part Four. - Final provisions
Rule 89
The Secretary-General of the United Nations shall be designated as depositary of this Convention.
Rule 90
This Convention does not apply to an international agreement already concluded or to conclude which contains provisions concerning matters governed by this Convention, provided that the parties to the contract have their place of business in States parties to this Agreement.
Rule 91
(1) This Convention shall be open for signature at the closing meeting of the United Nations Conference on Contracts for the International Sale of Goods and shall remain open for signature by all States at United Nations Headquarters in New York until 30 September 1981.
(2) This Convention is subject to ratification, acceptance or approval by signatory States.
(3) This Convention shall be open to the accession of all States that are not signatories, from the date on which it shall be open for signature.
4) Instruments of ratification, acceptance, approval or accession shall be deposited with the Secretary-General of the United Nations.
Rule 92
(1) Any Contracting State may, at the time of signature, ratification, acceptance, approval or accession, declare 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 that makes, under the preceding paragraph, a declaration in respect of the second part or the third part of this Convention shall not be considered to be a Contracting State, within the meaning of article 1, paragraph 1, of the Convention, for matters governed by the Part of the Convention to which that declaration applies.
Rule 93
(1) Any Contracting State that includes two or more territorial units in which, according to its constitution, different systems of law apply in matters governed by this Convention may, at the time of signature, ratification, acceptance, approval or accession, declare that this Convention shall apply to all its territorial units or only to one or more of them and may at any time modify this declaration by making a new declaration.
(2) These declarations will be notified to the depositary and will expressly designate the territorial units to which the Convention applies.
(3) If, pursuant to a declaration made in accordance with this Article, this Convention applies to one or more of the territorial units of a Contracting State, but not to all, and if the establishment of a party to the contract is located in that State, that establishment shall, for the purposes of this Convention, be considered not to be located in a Contracting State, unless it is located in a territorial unit to which the Convention applies.
4) If a Contracting State does not make a declaration under paragraph 1 of this article, the Convention shall apply to the entire territory of that State.
Rule 94
(1) Two or more Contracting States which, in matters governed by this Convention, apply identical or neighbouring legal provisions at any time, may declare that the Convention shall not apply to contracts of sale or to their formation when the parties have their place of business in those States. Such statements may be made jointly or unilaterally and reciprocally.
(2) A Contracting State which, in matters governed by this Convention, applies identical or similar legal rules to those of one or more non-contracting States may at any time declare that the Convention shall not apply to contracts of sale or to their formation when the parties have their place of business in those States. (3) Where a State in respect of which a declaration has been made under the preceding paragraph subsequently becomes a Contracting State, the declaration referred to will, from the date on which this Convention comes into force with respect to that new Convention Contracting State, the effects of a declaration made under paragraph 1, provided that the new Contracting State associates itself with it or makes a unilateral declaration on a mutual basis.
Rule 95
Any State may declare, at the time of deposit of its instrument of ratification, acceptance, approval or accession, that it will not be bound by paragraph (b) of article 1 of this Convention.
Rule 96
Any Contracting State whose legislation requires that contracts of sale be concluded or recognized in writing may at any time declare, in accordance with Article 12, that any provision of Article 11, Article 29 or Part II of this Convention authorizing a form other than the written form for the conclusion, modification or amicable termination of a contract of sale, or for any offer, acceptance or other manifestation of intent, shall not apply
Rule 97
(1) Statements made under this Convention at the time of signature are subject to confirmation upon ratification of acceptance or approval.
(2) Statements and confirmation of statements will be made in writing and formally; notified to the depositary.
(3) The declarations shall take effect on the date of the entry into force of this Convention with respect to the reporting State. However, statements that the depositary has received formal notification after that date will take effect on the first day of the month following the expiration of six months from the date of their receipt by the depositary. Unilateral and mutual declarations made under Article 94 shall take effect on the first day of the month following the expiration of a period of six months after the date of receipt of the last declaration by the depositary.
(4) Any State making a declaration under this Convention may at any time withdraw it for a formal notification addressed in writing to the depositary. This withdrawal will take effect on the first day of the month following the expiration of a period of six months after the date of receipt of the notification by the depositary.
5) The withdrawal of a declaration made under article 94 shall, from the date of its effective date, nullify any reciprocal declaration made by another State under that same article.
Rule 98
No reservation is authorized other than those expressly authorized by this Convention.
Rule 99
(1) This Convention shall enter into force, subject to the provisions of paragraph 6 of this Article, on the first day of the month following the expiration of a period of twelve months after the date of the deposit of the tenth instrument of ratification, acceptance, approval or accession, including any instrument containing a declaration made in the Vettu of Article 92.
(2) When a State ratifys, accepts or approves this Convention or accedes to it after the deposit of the tenth instrument of ratification, acceptance, approval or accession, the Convention, with the exception of the excluded party, shall enter into force with respect to that State, subject to the provisions of paragraph 6 of this article, on the first day of the month following the expiration of a period of twelve months after the date of the deposit of the ratification
(3) Any State that ratifys, accepts or approves this Convention or accedes to it and that is a party to the Convention bearing the Uniform Law on the Formation of Contracts for the International Sale of tangible objects made in The Hague on 1 July 1964 (The Hague Convention of 1964 on Training) or to the Convention bearing the Uniform Law on the International Sale of tangible objects made in The Hague on 1 July 1964 (the Hague Convention of 1964 on the sale), or Any State Party to the Hague Convention of 1964 on the sale that will ratify, accept or approve this Convention or accede to it and that will declare or declare under Article 92 that it is not bound by Part II of the Convention, shall denounce, at the time of ratification, acceptance, approval, or accession, the Hague Convention of 1964 on the sale by sending a Government of the Netherlands.
5) Any State Party to the Hague Convention of 1964 on the sale that will ratify, accept or approve this Convention or accede to it and that will declare or declare under Article 92 that it is not bound by Part III of the Convention, shall denounce, at the time of ratification, acceptance, approval or accession, the Hague Convention of 1964 on Training, with effect to the Dutch Government.
6) For the purposes of this article, the ratifications, acceptances, approvals and accessions of States parties to the 1964 Hague Convention on the Formation or the 1964 Hague Convention on the Sale of this Convention shall only take effect on the date on which any denunciation may be required by those States in respect of these two Conventions shall have themselves taken effect. The depositary of this Convention shall agree with the Government of the Netherlands, depositary of the 1964 conventions, to ensure the necessary coordination in this regard.
Rule 100
(1) This Convention applies to the formation of contracts entered into following a proposal made after the entry into force of the Convention with respect to the Contracting States referred to in paragraph 1 (a)^er of Article 1^er or the Contracting State referred to in paragraph 1 (b)^er of Article 1^er.
(2) This Convention applies only to contracts entered into after its entry into force with respect to Contracting States referred to in paragraph 1 (a)^er of Article 1^er or the Contracting State referred to in paragraph 1 (b)^er of Article 1^er.
Rule 101
(1) Any Contracting State may denounce this Convention, or the second or third part of the Convention, by a formal notification to the depositary in writing.
(2) The denunciation shall take effect on the first day of the month following the expiration of a period of twelve months after the date of receipt of the notification by the depositary. Where a longer period for the effective taking of the denunciation is specified in the norification, the denunciation shall take effect upon the expiry of the period in question after the date of receipt of the notification.
Done in Vienna, the eleven April, nine hundred and eighty, in a single original, whose English, Arabic, Chinese, Spanish, French and Russian texts are also authentic.
In faith, the undersigned Plenipotentiaries, duly authorized by their respective Governments, have signed this Convention.
LIST OF LIES
For the consultation of the table, see image