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| Exhibit | United Nations Convention on International Purchase Agreements |
Publication of international meat-law
The International Bubelov Act of Law, Act No 733 of 7. in December 1988, with the amendment resulting from paragraph 1 of Law No 1. 1376 of 28. December 2011.
§ 1. The provisions of the United Nations Convention of 11. April 1980 on international purchases, cf. The annex to this law applies here in the country.
§ 2. The law shall not apply if both sales and purchaser have their business locations in Denmark, Finland, Iceland, Norway or Sweden. If a party does not have a business site, the party's domicile is domiciled with a business location.
§ 3. (Udelades) 1)
§ 4. The time has come for the entry into force of the law. 2)
§ 5. The law doesn't apply to the Faroe Islands and Greenland, but he knows how to nail. the device shall be implemented in force for these parts, with the deviations which are used by the special ferry or Greenland conditions.
Law No 1376 of 28. December 2011 amending international purchasing law and the law on agreements and other acts of law on the territory of the assets (Transposition in the Danish court of part II on the conclusion of the Agreement of the Agreement to the UN Convention on International Trade) 3) includes the following entry into force and transitional provision :
§ 3
Paragraph 1. The Minister of Justice sets the time of the law to enter into force. 4)
Paragraph 2. In the case of agreements entered into before the entry into force of the law, the existing rules shall apply. The same applies to agreements in which the proposal to conclude the agreement has been submitted before the entry into force of the law.
Ministry of Justice, the 21 st. November 2014
Mette Frederiksen
/ Thomas Klying
Exhibit
United Nations Convention on International Purchase Agreements
Contracting Governments,
as regards to the general objectives of the resolutions adopted by the sixth Special General Assembly of the United Nations, on the establishment of a new international economic order,
considers the development of international trade on the basis of equality and mutual benefits is an important factor in the promotion of friendly relations between states ;
considers the adoption of uniform rules regulating international sweetypurchase agreements, taking into account different social, economic and legal systems, will contribute to the removal of legal obstacles in international trade and promotion ; its development,
has reached agreement on the following :
PART OF IT.
SCOPE AND GENERAL PROVISIONS OF THE CONVENTION
Chapter I
Scope
ARTICLE 1 I
1. This Convention shall apply to agreements on the shipping purchases between parties which have their respective business locations in different states :
a) when States are Contracting Governments ; or
b) where the rules of international law are applied to the right of a Contracting Government.
2. The fact that the parties have their respective business locations in different states are of no consequence if neither the agreement nor the prior business relationship between the parties, or the information given by the parties, is not relevant ; before or at the conclusion of the agreement.
3. In deciding whether to apply this Convention, the nationality of the Parties shall not be taken into account, or whether the agreement is a trade or a purchase of goods by trade or of civil goods.
ARTICLE 1 2
This Convention shall not apply to :
a) purchases of goods purchased for personal use or for domestic use, unless the seller before or at the conclusion of the agreement had not known or should have known that the goods were purchased for such a use ;
b) sale at auction,
c) the purchases associated with forced enforcement or other form of forced sale under law,
d) the purchase of shares, securities, sales papers or money ;
(e) the purchase of ships, vessels, aircraft aircraft or aircraft ;
(f) the purchase of electricity.
ARTICLE 3
1. Agreements on the supply of goods intended to be prepared or manufactured shall be considered as purchases unless the party ordering the goods takes on a substantial part of the materials necessary for the effect or manufacture of the product.
2. This Convention shall not apply to agreements where the predominating part of the obligations of the supplier consists of providing labor or other services.
ARTICLE 4
This Convention shall apply only to the award of the contract and the rights and obligations of the seller (s) under this Agreement. Unless expressly provided for in the Convention, it shall not apply in particular to :
a) the validity of the Agreement or any of the provisions of the agreement or of the usual provisions.
b) the effect the agreement may have on the property rights to the goods sold.
Article 5
This Convention shall not apply to the seller ' s liability for damages for injury to the seller's life or to health.
ARTICLE 6
The Parties may, at their agreement, exclude the application of this Convention, as well as those other than those laid down in Article 12, may derogate or alter the effect of any of its provisions.
Chapter II
General provisions
Article 7
1. In the interpretation of this Convention, account must be taken of its international nature, to the need to promote uniform application of it and to observe good business practices in international trade.
2. Questions relating to subjects subject to this Convention, but which are not expressly addressed by the Convention, must be determined in accordance with the general basic principles upon which the Convention is based, or where such basic phrases : does not exist, in accordance with the law of the international civil law.
ARTICLE 8
1. In the application of this Convention, the declarations and behaviour of a Party shall be construed in accordance with his intention to which the other party knew or could not have been unaware of this intention.
2. Provided that paragraph Paragraph 1 may not be used, any party ' s declarations and behaviour shall be interpreted in accordance with the view that a reasonable person in the same situation as the other would have had under the same circumstances.
3. For the purpose of determining a person ' s intention or by which a reasonable person would have had, all the relevant circumstances of the matter, including the parties ' negotiations, shall have established the practice between themselves, customs and parity ; subsequent actions shall be taken into account.
Article 9
1. The Parties are bound by customs as they have been agreed upon and of practices which they have created between them.
2. Where other has not been agreed upon, the parties shall be assumed to have done the customary practices of the Agreement or its conclusion, as they knew or should have known, and which, in international trade, are generally known and are regularly followed by parties ; in agreements of the same type in the industry in question.
Article 10
For the purposes of this Convention,
a) where a party has more than one place of business, his place of establishment, which has the nearest association of the Agreement and its fulfillment, in the circumstances known or prefixed before or at the conclusion of this Agreement,
b) where a party does not have a business location, his usual residence to side with the business location.
Article 11
An agreement on purchases shall not be concluded in writing or in written form, nor can the agreement be subject to other requirements ; this Agreement can be demonstrated in any manner, including by witnesses.
Article 12
The provisions of Article 11, Article 29 or part II of this Convention, which permit a purchase agreement or an agreement on its amendment or termination, or an offer, an acquiring answer or other will be expressed in a form other than written in writing ; does not apply to where a party has its place of business in a Contracting Government which has issued a declaration pursuant to Article 96 of this Convention. The Parties may not derogate or modify the impact of this Article.
ARTICLE 13
For the purposes of this Convention, the term ' written ' shall also be sent telegram and telex.
PART II
CONTRACONCLUSION OF THE AGREEMENT
ARTICLE 14
1. A proposal on the conclusion of an agreement, which is addressed to one or more specific persons, constitutes an offer, provided that it is sufficiently determined and shows the determination of the tenderer to be committed where the offer is accepted. A proposal is sufficiently determined if it specifies the item as regards the quantity and the quantity and price of the product to be determined or stipulate.
2. A proposal which is not addressed to one or more particular persons shall be deemed to be an invitation only to tender, unless the opposite is clearly stated by the person who is making the proposal.
Article 15
1. An offer shall take effect when it comes to the tenderer.
2. An offer may, even if it is irrevocable, can be revoked if the recall revocation comes to the tenderer before or at the same time as the offer.
Article 16
1. Until an agreement has been concluded, an offer may be withdrawn if the recall revocation comes to the tenderer before issuing an acquiring response.
2. However, an offer may not be withdrawn :
a) If that, by setting a specific period for its acceptance or otherwise, it indicates that it is irrevocable, or
b) if the tenderer had added to the assumption that the offer was irrevocably, and the tenderer has acted in confidence in the offer.
Article 17
An offer, including an irrevocable offer, will lapse when the tenderer's dissent is reached to the tenderer.
Article 18
1. A statement or other behaviour by the tenderer, indicating that he accepts the offer, is a acceptance of the offer. Silence or passivity is not in itself an assumption of the offer.
2. An acceptance of an offer shall take effect when the acquiring response comes to the tenderer. Recording shall not take effect if the acquiring reply does not reach the tenderer within the time he has set, or, if no time has been set, in due time, when taking due account, the circumstances of the trade, including where : rapidly a communication agent has used the tenderer. An oral offer shall be taken immediately, unless otherwise stated in the circumstances.
3. However, if this is shown by the offer or the effect of a practice created between the parties, or by custom, that the tenderer may indicate his consent by an action, for example, by dispatch of the goods or the payment of the sum without the payment of the contract ; give notice to the tenderer, acceptance of the offer from the date on which this action is carried out, provided that the action is taken within the time limit set out in paragraph 1. 2.
Article 19
1. Reply to quotes, which indicate to be an acquiring response, but which includes additions, restrictions, or other changes, is a decreasing of the offer and constitutes a new offering.
2. However, an answer to an offer that indicates an acquiring response ; but which does not substantially change the terms of the contract, it is an acquiring reply unless the bidder without undue delay is verbally challenged. the discrepancy or a communication thereof. If he does not, the terms of the agreement will be equal to the terms of the offer of the changes that are contained in the acquiring reply.
3. Additions or other terms as regards price, payment, the quality or quantity of the goods and the time of delivery, the extent of the liability liability of one party to the other party or settlement of disputes shall be considered, inter alia, to change the conditions of the party. essential.
Article 20
1. A time limit for acceptance of the offer to be determined by the tenderer in a telegram or letter shall be taken from the moment the telegram is delivered to the shipment or the date on which the letter indicates, or, if such a date does not exist, from the date of The envelope. A deadline for acceptance by the tenderer by telex or by other immediate means of communication shall be taken into account at the time when the message is reached to the tenderer.
2. The official son and public holidays or other days in which stores keep closed, while the time limit for the acceptance of tenders 1øber is included in the calculation of this time limit. However, if a statement on acceptance of the offer cannot be delivered on the address of the bidder on the last day of the offer, because it falls on a son or public holiday or on a different day in which stores are kept closed on the bidders ' s in place of business, however, the time limit shall be extended to the nearest opening day.
Article 21
1. An acquiring reply, which has come too late, is nevertheless to consider a valid acceptance of tenders if the tenderer without delay gives the tenderer to an oral or written notice.
2. Shows a letter or other written notice that contains an acquiring reply that it has been sent in such circumstances that it would have been submitted in a timely manner to the Tenderer, if its carriage had been ; normally, the late acquiring response is considered to be a valid acceptance of tenders unless the tenderer without delay gives the tenderer to an oral notification that he considers his bid for the lapse, or sends a message on it.
Article 22
An acquiring reply may be revoked if the revocation comes to the tenderer before or, at the same time, that acceptance of the offer would have had effect.
Article 23
An agreement has been reached at the moment of a acquiring response that will take effect in accordance with the provisions of this Convention.
ARTICLE 24
For the purposes of this Part of the Convention, an offer is considered an offer of an offer or other will declaration to be 'come forward' to the addressee when it has been communicated to him orally, or otherwise delivered to him personally, to his or his personal life, the place of business or postal address, or, if he has no place of business or postal address, to his residence.
PART III
SALUSITO PURCHASE
Chapter I
General provisions
ARTICLE 25
A party ' s non-compliance is essential if it causes such inconvenience to the other party to significantly deprive him of what he is entitled to expect unless the default party does not foresee and such a non-compliance ; reasonable person in the same situation and, in similar circumstances, would not have foreseen such a result.
Article 26
A declaration of cancellation is only effective if the other party is notified to the other party.
ARTICLE 27
If a party has provided a notification, request or other notice in accordance with this Part of the Convention and by means of a message agent under the appropriate conditions, a delay or failure of the transmission of the the notification or its absence shall not deprice this party of his right to invoke the communication unless otherwise expressly provided for in this Part of the Convention.
Article 28
If a party complies with the provisions of this Convention that the other Party fulfils an obligation, a court is not obliged to give a judgment on natural fulfillment unless the court would do so in accordance with the rules applicable to it ; in the law of the Member State of the country, for corresponding purchasing agreements which are not subject to this Convention.
ARTICLE 29
1. The Parties may, by agreement, amend an agreement or terminate it.
2. Contains a written agreement that the Agreement may only be amended or brought to an end by written agreement, it may not be amended or brought to an end in a different way. However, in his capacity to act, a party may be cut off from invoking such a provision to the extent that the other party has acted in confidence in his actions.
Chapter II
Seller's duties
Article 30
Sales are required to deliver, surrender the documents relating to the goods and transfer ownership of the goods to the goods as laid down in the Agreement and in this Convention.
Section I
Delivery of the product and submission of documents
Article 31
If the seller is not obliged to deliver the goods in another specific place, he shall fulfil his obligation to deliver on :
a) in the case of an item to be dispatched, to surrender the item to the first transport carrier for the shipment of goods to the buyer,
b) if the Agreement is applicable to a product not to be sent in accordance with the provision referred to in (a) or individually determined, or to be taken from a specific party or to be prepared or produced, and the parties ; at the time of the conclusion of the agreement, the goods were found or were intended to be prepared or produced in a specific place, to make the goods available to the buyer in this place ;
c) in other cases, the availability of the goods at the place of the seller ' s place at the time of the conclusion of the contract.
ARTICLE 32
1. If the seller, in accordance with the Agreement or with this Convention, surrenders the goods to a carrier and the goods are not clearly marked by labelling, through transit documents or in any other way, the seller shall notify the purchaser of : the consignment and at the same time specify the item.
2. Where selling is obliged to provide for the goods, he shall conclude the agreements required for the transport of goods by means of such means of transport which, where appropriate, are appropriate and subject to the usual conditions for such transport ; transport.
3. Is not selling the obligation to draw up transport insurance for the goods, he shall provide him with all available information necessary to enable the purchase to draw such insurance.
Article 33
Sales are required to deliver :
a) where a date is set out in or set out in the terms of the contract, on this date,
b) if a period of time for delivery is fixed or set out in the Agreement, at any time, unless it is stated in the circumstances that purchaser may fix the time, or,
c) in all other cases, within reasonable time following the conclusion of the agreement.
Article 34
If we are to sell documents relating to the goods, he is obliged to surrender them at the time in that place and in the form of the agreement. If the seller has transferred documents before the time laid down, he may, at this point, remedy errors and shortcomings in the documents if the exercise of that right does not result in an unreasonable disadvantage or cost to purchaser. However, the buyer shall retain the right to claim compensation after the provision in this Convention.
TITLE II
Contractionality of the goods (deficiencies) and third party claims
Article 35
1. Sales are required to supply a product of the quantity and quality of the goods and corresponding to the description provided for in the Agreement. The goods must also be packaged or packed in the manner provided for in the Agreement.
2. Unless otherwise agreed between the parties, the product shall not be defective unless it is :
a) is suitable for the purposes for which goods of the specified description are usually used,
b) are suitable for the special uses which sell explicitly or tacit are made aware at the time of the award of the contract, unless it is stated in the circumstances that the purchaser was not calculated or not reasonably likely to be counted ; the professional skill and the judgment of the seller,
c) has the quality that corresponds to a sample of the goods or model which sells it to the buyer ;
d) has been packaged or packed in a manner that is normal for such goods or, where such a way does not exist, in a manner which is justifiable in order to preserve and protect the product.
3. Selling is not responsible for a deficiency in accordance with the provisions of paragraph 1. 2 (a-d, where purchases at the time of the award of the contract were known or could not have been unaware of such a deficiency.
Article 36
1. Selling is responsible for the Agreement and the provisions of this Convention for Missing Exists at the time when the risk is transferred to the buyer, even if the lack of time is not showing up later.
2. Selling is also responsible for deficiencies which arise after the time referred to in paragraph 1. 1 and resulting from a breach of any one of his obligations, including a breach of a guarantee that the goods will remain fit for a normal or special purpose or wish to keep in more detail. properties or characteristics.
Article 37
If the seller has delivered the item before the agreed delivery time has arrived, he may, until such time, provide missing parts or replace quantities of quantities in the goods supplied, or provide goods to replace incomplete goods, or remedy is missing from the goods delivered, provided that the exercise of this court does not unreasonably reduce or unreasonable costs for purchaser. However, the buyer shall retain the right to claim compensation in accordance with the provisions of this Convention.
Article 38
1. Buyers shall examine the goods or have it checked as soon as possible.
2. If the goods are to be dispatched, the investigation may be postponed until after the goods have arrived at its destination.
3. If the item is redirected while it is on the move, or it will be forwarded by the buyer without having reasonable access to the product, and if the sale at the conclusion of the contract knew, or should have known, that the item may be redirected or forwarded, the investigation may be postponed until after the item has arrived at its new destination.
Article 39
1. Buyer will lose access to invoking defects if he does not give notice of the nature of the deficiencies within a reasonable period of time after he has discovered or should have discovered the lack.
2. Buyer loses in any case the right to invoke the invoke of the goods if he does not give notice to a seller within two years of the day when the item was actually surrendered in the buyer's possession unless this deadline is incompatible with one fixed guarantee period.
Article 40
Salesman cannot invoke the provisions of Articles 38 and 39 if the lack of circumstances is the fact that he knew or could not have been unaware of, and which he has not informed purchaser.
ARTICLE 41
Sales are required to provide an item free of any right or claim by third parties unless the purchaser has consent to the right or requirement of a third party, but where such a right or claim is based on an intellectual property right, the obligations of the seller ' s obligations under Article 42.
Article 42
1. Sales are required to provide an item by which a third party has neither or has requested an intellectual property right, as the seller at the conclusion of the agreement was aware of, or could not have been unaware of, provided that the said court or requirements are based on an intellectual property right :
a) in accordance with the law of the State where the goods will be resold or otherwise applied, if the parties at the time of the contract are concluded that the goods will be resold or otherwise applied in this state, or
b) in other cases, in accordance with the law of a State where the buyer has its business location.
2. Vendor ' s obligations pursuant to paragraph 1. However, 1 shall not apply to cases where :
a) purchaser at the time of the conclusion of the agreement or could not have been unaware of the right or claim of a third party or where ;
b) the right or claim by third parties is due to the sales of technical drawings, designs, formulae or other characteristics derived from the buyer.
Article 43
1. The right of buyer shall lose the right to invoke the provisions of Article 41 or Article 42 if he does not give notice to the seller, stating the right or requirement of a third party within a reasonable period of time after he is or should have been notified. on a court or claim.
2. Salesman cannot invoke the provision in paragraph 1. 1 if he was aware of the right or requirements of third parties and on the nature thereof.
Article 44
Notwithstanding the provisions of Article 39 (2), Article 43 (1) and Article 43 (1). 1 may purchase the purchase price of the sum in accordance with Article 50 or claim compensation, but not for loss of profit, provided he has a reasonable excuse for not having given notice as prescribed.
TITLE III
Buyer ' s powers in the event of a non-compliance
Article 45
1. Avoiddling one or more of its obligations under the Agreement or this Convention may buy :
a) make the rights applicable, as referred to in Articles 46-52,
b) claim compensation in accordance with the provisions of the Articles 74-77.
2. Buyer will not lose any right to claim damages by making other default non-compliance.
3. When purchaser makes a non-compliance, a court or a arbitral tribunal shall not allow the seller to be allowed to comply with the Agreement.
ARTICLE 46
1. Buyer may require sales to meet its obligations, unless the purchaser has made a valid authority which is incompatible with this requirement.
2. If the product is not available, purchaser may not be able to purchase for delivery only if the deficiency is essential and the requirement for reshipment is made either in the context of a notice in accordance with Article 39 or within a reasonable period of time thertake.
3. If there is a shortage of a shortage, purchaser may require sales to do so unless, in the light of all the circumstances, it is unreasonable to demand such a thing. A correction requirement shall be made either in connection with the notification referred to in Article 39 or within a reasonable period of time therset.
ARTICLE 47
1. Buying may fix a reasonable period within which the seller shall fulfil its obligations.
2. Unless the purchaser has received a notice from the seller that this will not comply with the agreement within the time limit set, the deadline may not, while the deadline is running, make any breach of compliance. Buyer will not, however, lose any right to claim compensation for the delay.
Article 48
1. Where no other application of Article 49 may sell, even after the time of delivery, at its own expense, eliminate any non-compliance with any non-excessive delay for purchaser, and without prejudice to an unreasonable disadvantage ; or uncertainty as to whether or not his proposal will be made up of sales rep. However, the Buyer will retain its possible right to claim compensation under the provisions of this Convention.
2. Challenger sells purchaser to let him know if the purchaser will accept the fulfillment of the agreement and does not accept this call within a reasonable period of time, may sell to the agreement within the time limit which he has set out in his call. Buyer cannot, within the time limit, make any kind of breach of non-compliance that is incompatible with the fulfillment of its obligations.
3. A communication from the seller that he will comply with the agreement within a given time limit shall be assumed to contain an invitation to the purchaser pursuant to paragraph 1. 2 that this report shall supply its decision.
4. A request or statement from the seller in accordance with paragraph 1. 2 or paragraph 1. 3 in this Article shall be effective only if it comes to the buyer.
ARTICLE 49
1. Buyer can lift the buy :
a) where the seller ' s failure to comply with its obligations under the Agreement or this Convention is an essential non-compliance, or
b) in the case of non-extradition, if the seller does not supply the goods within the additional time limit which the purchaser has provided for in Article 47 (2). 1 or if he infors the fact that he will not provide the goods within the time limit set.
2. If the seller has delivered the goods, however, purchaser will lose access to the sale of the product, unless :
a) in the event of late delivery, the purchase shall take up before a reasonable period of time after he has become aware of the fact that delivery has taken place,
b) in the event of non-delay than delayed delivery, the purchase shall take up before a reasonable period of time ;
In. After he's been acquainted with or should have been familiar with the breach,
(ii) after expiry of any additional time limit which the buyer has set out in accordance with Article 47 (2). 1 or after selling has declared that he will not fulfil its obligations within the further time limit, or
iii. after expiry of any additional time limit which the seller has set out in accordance with Article 48 (1). 2 or after purchaser has indicated that he will not accept the seller fulfils his obligations.
Article 50
If the item is a deficiency, purchaser, regardless of whether the item is paid, may require a proportionate return to the purchasing sum calculated according to the value of the actual supplied item at the time of delivery and the value to which a corresponding short-cut item will have been : this time. However, if the seller pursuant to Article 37 or Article 48 makes provision for a defective or non-delivery, or if the buyer is refused to accept the fulfillment of the agreement in accordance with the said Articles, purchaser shall not be able to claim a refusal in : the purchasing sum.
ARTICLE 51
1. Delivers only sell part of the item, or is only part of the supplied item in absence, the provisions of the Articles 46 to 50 for the part of the goods not delivered or not in a flawed way.
2. Buyer may only increase the purchase in its entirety if the seller ' s failure to supply the contracted quantity in full or without failure to provide a shortage of goods is a material breach of the contract.
Article 52
1. Delivers sell the item before the specified amount of time, the deliverable may take delivery of the item or reject it.
2. Deliverables sell more than agreed, purchaser may take delivery of the excess quantity or reject this. Recipient buys the excess quantity or part of it, he shall pay the agreed price for the quantity supplied.
Chapter III
Cochores
ARTICLE 53
Buyer is required to pay the price for the goods and to take delivery as set out in the Agreement and in this Convention.
Section I
Purchase Summary Payment
ARTICLE 54
In the obligation to pay the pay, the purchaser shall conclude that he takes the steps and observes the rules which the agreement or laws and other regulations require in order to be able to make a payment.
ARTICLE 55
Where an agreement is concluded in a valid manner, but not explicitly or in the manner stipulates or lays down rules for the buying-in, the Parties shall be deemed not to have agreed at the price of the price referred to in the Agreement ; the date of conclusion of the agreement shall normally be required for an equivalent product when it is sold in the industry in question under similar circumstances.
ARTICLE 56
In the case of goods sold by weight, the price in case of doubt shall be counted in cases of a net weight.
Article 57
1. If the buyer does not commit to the buying-in-the-price of another specific place, he is obliged to erm it to the seller :
a) on the place of business of the seller, or
b) where payment shall be made against the submission of the goods or of documents in the place where the surrender is taking place.
2. Sales are required to carry the incremented payment costs that are caused by the fact that he has changed the business location following the conclusion of the agreement.
ARTICLE 58
1. If the buyer does not have an obligation to pay the price at another time, he shall be obliged to pay the person who sells either the goods or the documents that give their holder the right to have the goods at the disposal of the buyer ; compliance with the Agreement and this Convention. Selling has the right to make such a payment to a condition of the surrender or submission of the product.
2. If the item is to be dispatched, the goods shall be able to sell it on the condition that the item or documents giving their holder the right to have the goods are handed over to the buyer for the payment of the purchase of the purchase of the goods.
3. Buyer shall not be obliged to pay the price until he has had access to the goods unless the procedure for the delivery and payment agreed upon by the parties is incompatible with such an examination.
ARTICLE 59
Buyers shall be obliged to pay the price of the purchase at the time fixed or that may be established on the basis of the Agreement and this Convention without any need to present any specific claims or to observe specific forms.
TITLE II
Receipt of delivery
ARTICLE 60
Buyer's obligation to take delivery shall consist of :
a) to perform all the acts which may reasonably be expected of him, in order to enable them to make delivery and
b) to receive the goods.
TITLE III
Seller's powers on the occasion of the mismanagement of purchaser
ARTICLE 61
1. Avoiying the buyer to fulfill one or more of its obligations under the Agreement or this Convention may sell :
a) make the rights applicable, as referred to in Articles 62-65,
b) claim compensation in accordance with the provisions of the Articles 74-77.
2. Salesmen shall not lose any right to claim damages by making other default non-compliance.
3. When the seller makes a default non-compliance, a court or a arbitral tribunal does not grant the purchaser a further period to comply with the Agreement.
Article 62
Selling may require buying-in-buying purchases, taking delivery or fulfillment of its other obligations, unless the seller has made a default non-compliance with these requirements.
Article 63
1. Selling may fix a reasonable period within which the purchaser must fulfil its obligations.
2. Unless the seller has received a notice from the purchaser that this will not comply with the agreement within the time limit, the time limit may not be sold, may not sell, while the deadline is in force, to make the applicable breach of compliance. However, the seller does not, however, lose any right to claim compensation for delay.
Article 64
1. Salesman can even raise the sale :
a) where the non-fulfillment of its obligations under the Agreement or this Convention is an essential non-compliance, or
b) if, within the time limit set by Article 63 (3), the purchaser does not have the time limit for which the seller has set out. 1, fulfilled its payment obligation or its obligation to take delivery of the goods, or, where the buyer infors, that he will not do so within the time limit laid down.
2. However, if purchaser has paid the price for the product, the seller shall lose his right to withdraw unless he :
a) In the case of late fulfillment from the purchaser, the purchase before seller has become aware of the event ; or
b) in the case of non-compliance other than a delay in compliance with the purchaser, the purchase shall, within a reasonable period of time,
In. After the seller has become acquainted with or should be aware of the non-compliance, or
(ii) after the expiry of the additional time limit which the seller has set out in accordance with Article 63 (2), 1 or after the purchase has declared that he will not fulfil its obligations within the required additional time limit.
Article 65
1. Should the contract be specified in more detail the shape, objectives or other characteristics of the product, and does not show a specification to the agreed date or within reasonable time after he has received the seller ' s invitation to do so, without him being able to sell, In doing so, any other rights he may have may be required to determine the characteristics of the goods in accordance with the requirements of the purchaser he may have had.
2. In the same way, the Member shall inform the purchaser of the particulars and set a reasonable period within which purchaser may make a different provision. Where purchaser, after having been given such a notice, does not do so within the time limit laid down, the determination of the goods shall be binding.
Chapter IV
Transition of the risk
Article 66
If the goods are lost or deteriorated, after the risk has passed on to purchaser, this does not exempt his obligation to pay the price, unless the loss or deterioration of the goods is due to the act or negligence of the seller.
Article 67
1. If the item is to be dispatched and is not obliged to submit to it in a given place, the risk of purchaser shall take the risk of purchaser when the product is surrendered to the first transport carrier for the transmission of the goods to the purchaser in accordance with the meat agreement. If the seller is obliged to surrender the goods to a transport carrier in a particular location, the risk shall not be taken until after the goods are surrendered to the carrier in this place. It has no effect on the transition of the risk of the seller to keep the documents that offer the right to have access to the goods.
2. However, the risk goes to purchaser when the goods have been separated to the buyer for the labelling of the goods, by means of transport document, by means of a purchase or otherwise.
ARTICLE 68
The risk of goods sold while they are in transit will go to the purchase of the signing of the agreement. However, if it is stated in the circumstances, purchaser shall be deemed to have assumed the risk from the date on which the item was surrendered to the carrier which issued the transit documents. However, the seller shall bear the risk of loss or deterioration if the seller, when the agreement was concluded, knew or should have known that the goods had been lost or deteriorated, and he did not say the information on the subject.
ARTICLE 69
1. In cases not covered by the provisions of the Articles 67 and 68, the risk of purchaser when he receives the item or, where he does not do so at the appropriate time, shall be made at the time when the goods are made available, and he displeases the agreement at the time of the contract ; not to take delivery
2. Where the buyer is obligated to receive the goods in a place other than the place of business of the seller, the risk exceeds, however, when the time for delivery has arrived and purchaser is aware that the goods have been made available at his disposal in the specified location.
3. If the agreement does not constitute a notice, it shall not be deemed to have been made available to the purchaser until it is clearly given to the buyer.
Article 70
If seller has made a material breach, the rules in Articles 67, 68 and 69 will not cut off the purchaser from making any of its powers in the event of breach of the rules.
Chapter V
Rules which are common to the duties of the seller and the buyer
Section I
Expected breach and purchase at which the item is to be shipped
ARTICLE 71
1. A Party may suspend the fulfils of its obligations if, following the conclusion of the contract, the other party will not comply with a substantial part of its obligations as a result of :
a) a serious lack of ability to fulfil or lack of credit, or
b) His conduct during preparations for the fulfillment of the Agreement or during his fulfilment of the Agreement.
2. Has the seller shipped the item before the circumstances referred to in paragraph 1. 1, he may prevent the item being handed over to the buyer, even if the buyer has a document which gives him the right to have the goods in his possession. However, this only applies to the right to the goods in the relationship between buyer and seller.
3. A party which ceafies its fulfilment of the Agreement before or after the dispatch shall immediately notify to the other Party, and shall resume compliance if the other party gives him reassuring assurance that he will fulfil ; its obligations.
Article 72
1. If, until the time of the agreement has been fulfilled, it appears that one of the parties will be able to breach the agreement significantly, the other party may withdraw the purchase.
2. If the time permits, the party which intends to withdraw the sale shall, in a fair manner, give the other party a notice so that it may give him a reassuring certainty that he will be able to fulfil it.
3. The provisions of paragraph 1. 2 shall not apply where the other Party has declared that he will not fulfil his obligations.
Article 73
1. If the contract is to be delivered by the end of the contract, payment is made separately for each delivery and a material breach of a single payment is made, and the other party may withdraw the purchase in respect of this delivery.
2. If the non-compliance of one Party in respect of delivery or payment gives the other party good reason to expect a significant breach of future deliveries or payments, this can increase the purchase of future delivery services the person, provided he does so within a reasonable period of time.
3. A buyer who raises the purchase of a shipment may, at the same time, increase the purchase of previously or later delivery if these other deliveries as a result of their interconnection will not be able to be used in accordance with the aim of which : The parties foretold the conclusion of the agreement.
TITLE II
Damaging damages
Article 74
Damaging damages resulting from a party ' s non-compliance shall consist of a sum corresponding to the loss, including lost profits, which the other party has suffered as a result of the breach. The replacement shall not exceed the loss to which the contracted party foresaw or should have foreseen when the agreement was reached when the circumstances of which he knew or should have known would be a possible consequence of the non-compliance.
Article 75
If the purchase has been bought and sold, or sold to the goods to the other side in a responsible manner and within reasonable time after cancellation of the purchase, the party that is required to replace it may, in addition to the additional replacement that may be required under Article 1 74, shall require the difference between the agreed price and the price obtained by the harrowing or sale of the tyre.
ARTICLE 76
1. If the purchase is charged, then the party that may claim compensation for damages and which has not made any cover or sale in accordance with Article 75 may require the difference between the agreed price and the date of the date on which it may not be applied ; the repeal, in addition to the additional replacement, may be required in accordance with Article 74. However, if the party requiring damages is lifted after receiving the goods, however, the attached price for the item at the time of receipt shall be due, instead of the price that was attached at the time of termination of the agreement.
2. For the application of paragraph 1. 1 shall be appreciated at the price of the place where the goods were to have been delivered or, where there is no common price at the place, the price of which is in a different appropriate comparable place, taking reasonable account of the differences in transport costs for the goods.
Article 77
The party that invokes non-compliance shall take appropriate measures to minimise the loss suffered by he as a result of the non-compliance, including loss of profits. If he does not adopt these measures, the failing party may require a reduction in damages to the amount that the loss should have decreed.
TITLE III
Interesters
ARTICLE 78
If one of the parties does not pay the purchase price or any other amount due, the other party shall be entitled to demand interest in the amount, without losing the right to claim damages in accordance with Article 74.
TITLE IV
RELIEF RELIEF
Article 79
1. A Party shall not be liable for failure to fulfill his obligations if he can demonstrate that this was caused by an impediment beyond his control and that, at the time of the conclusion of the agreement, he is not reasonably likely to be expected ; have taken the hindral or to have avoided or surpassed it or its consequences.
2. Where a person ' s failure to comply is owed by a third party which he has assumed to be wholly or partially fulfilled by the agreement, the party shall not fulfil its obligations, the party shall be exempt only for liability if :
a) he shall be exempt from the provisions of paragraph 1. 1, and
b) the third party concerned would be exempted if the provisions of paragraph 1 of this Directive are exempted ; One should apply to him.
3. The exemption of liability under this Article shall be valid for as long as the obstacle remains.
4. The party which does not fulfil the contract shall be obliged to notify the other party of the obstacle and its impact on the possibilities of meeting the agreement. If the other party does not receive the notification within a reasonable period of time after the party which has not fulfilled its obligations, or should have been informed of the Hindrs, this party shall be liable for the loss resulting from the other party to the party concerned ; did not receive the message.
5. The provisions of this Article shall not be refused by any party from any party to claim other rights than the right to claim compensation for damages in accordance with this Convention.
Article 80
A Party may not invoke the failure of the other party to fulfil its obligations, to the extent that such failure is due to his own actions or omissions.
Section V
Impact of the agreement
Article 81
1. The end of the queue shall end the obligations of both parties with the exception of possible compensation for damages. The annulment shall be without prejudice to the provisions of the Agreement on the Decision of the Disputes or the other provisions of the agreement concerning the rights and obligations of the parties which had to follow the removal of the meat.
2. Any party which has, in whole or in part, fulfilled the purchase, may require the other party to return what the former has provided or paid for by the Agreement. If both parties are obliged to return, they must do so at the same time.
Article 82
1. Buyer will lose the right to withdraw or to demand reshipment of sales if it is impossible for him to return to the goods in an essential condition as he received it in.
2. Paragraph 1 shall not apply :
a) if the possibility of returning the item or the return of the goods in a material similar condition to which the buyer received was not due to the acts or omissions of the purchaser,
b) where the item or part of the goods have gone to reasons or has been deteriored due to the investigation referred to in Article 38 ; or
c) where the goods or part of it have been sold in the usual manner or have been consumed or been consumed by the purchaser, by the usual use, before purchaser or should have discovered the absence.
Article 83
A buyer who has lost the right to withdraw or to claim repayment in accordance with Article 82 shall retain all its other powers under the Agreement and this Convention.
ARTICLE 84
1. If it is to sell the price of pay, he is also obliged to renate it from the time when it was paid.
2. Buyers shall be compensatable for sale of an amount equal to the benefit given to him by the goods or by a part of the goods :
a) if he is to return the item in whole or in part, or
b) if it is impossible for him to return to the goods in whole or in part, or to return to the goods in whole or in part in the same condition in which he received the goods, but he nevertheless raised the purchase or required redelivery.
Section Vl
The duty of sales of the seller and buyer
Article 85
Does not buy delivery in due time or pay the purchaser not in cases where payment is to be paid at the same time as the delivery of the goods and is either in possession of the goods or in any other way by means of the sale of the goods ; such measures shall be reasonable, as appropriate, to ensure that it is taken care of. Selling has the right to hold back the goods until the buyer has held him indemless for his reasonable expenses.
ARTICLE 86
1. If purchaser has received the goods and he intends to take advantage of his right after the agreement or this Convention to reject it, he shall take such measures which, where appropriate, are reasonable in order to take care of it. Buyer has the right to withhold the goods until the seller has kept him indemless for his reasonable expenses.
2. Where a commodity has been sent to the purchaser, a commodity has been made available at the office of destination and makes the use of his right to reject it, he must take possession of the goods in his possession on behalf of the seller, provided that this can be done without paying the payment of the goods ; the purchasing sum and without unreasonable downside and unreasonable cost of purchaser. However, this provision shall not apply where the seller or person who has the authority to take care of the goods on behalf of the goods is present at the office of destination. If the buyer takes the goods in his possession in accordance with the provisions of this paragraph, he shall have the duties and rights referred to in paragraph 1. 1.
Article 87
A party which is obliged to take measures to take care of the goods shall be entitled to place it in third party stock at the expense of the other party, provided that the costs of such expenditure are not unreasonable.
Article 88
1. The party which is obliged to take care of the goods in accordance with Articles 85 or 86 may sell it in a safe manner if the other party has been waiting unreasonably long to take it in its possession, by taking it back, or by taking it back, or pay the purchasing or the cost of the goods, provided that the other party has obtained a reasonable notice that the sale of the product is intended to be sold.
2. Where the shelf life of the goods is limited or is its retention associated with unreasonable expenditure, the party obliged to take care of the goods in accordance with Articles 85 or 86 shall take reasonable measures to dispose of it. He shall, as far as possible, inform the other Party of its sales reference.
3. The party that dispose of the goods shall have the right to keep an amount equal to reasonable expenses for the storage and sale of the goods. He has to calculate the excess amount with the other party.
DEL IV
FINAL PROVISIONS
ARTICLE 89
The Secretary-General of the United Nations is hereby appointed to the depositary of this Convention.
Article 90
This Convention shall consigned to international agreements which are already or will be concluded and contain provisions relating to matters referred to in this Convention, provided that the parties have their place of business in states which are parties to one ; Such a collective agreement.
Article 91
1. This Convention may be signed at the final meeting of the United Nations Conference on international shipping agreements, and will be signed by all states at the headquarters of the United Nations in New York until the 30. September 1981.
2. This Convention may be ratified, accepted or approved by all the States which have signed it.
3. This Convention may be acceded by all states which have not signed it from the date of which it is ready to be signed.
4. Documents of ratification, acceptance, approval and accession must be deposited with the United Nations Secretary-General.
Article 92
1. A Contracting Government may at the time, as it signs, ratifies, assume, approve or accesses the Convention, that it will not be bound by Part II or Part III of this Convention.
2. A state that emits a declaration pursuant to paragraph 1. Paragraph 1 of Part II or Part III of this Convention shall not be considered as a Contracting Government pursuant to Article 1 (1) of the Convention. 1 in the case of subjects referred to in the part of the Convention, to which the declaration applies.
Article 93
1. If a Contracting Government has two or more land areas where different legal systems in the state governed by the State apply to different legal systems relating to the subjects covered by this Convention, it may, when it subdraws, ratifies, assume, approve or the accession of the Convention shall state that the Convention shall apply to all territories or to one or more of them, and may, at any time, change the declaration issued by placing a new one.
2. These declarations shall be submitted to the depositary and shall explicitly state the territory of the territory of which the Convention shall apply.
3. If, as a result of a declaration made under this Article, the Convention shall apply to one or more of the territory of the territory of the territory of a Contracting Government and where a Party of a Party is situated in that State, the place of business, in the application of this Convention, not to be situated in a Contracting Government unless it is situated in a land territory for which the Convention applies.
4. If a Contracting Government does not, a declaration shall not be issued. Paragraph 1 of this Article applies to the Convention for all rural areas.
ARTICLE 94
1. Two or more Contracting Governments which have the same or closely related legal provisions relating to the subjects to which this Convention applies may each time declare that the Convention should not apply to purchases or to the conclusion of contracts for purchases upon the parties to the Parties ; business in these states. Such declarations may be made jointly or by declarations of reciprocity given by each party to them.
2. A Contracting Government which has the same or closely related provisions relating to the subjects to which this Convention applies, as one or more States which have not acceded to the Convention, may at any time declare that the Convention should not apply to purchases or for the conclusion of contracts for purchases when the parties have their business in these states.
3. It shall replace a State which has been subject to a declaration pursuant to paragraph 1. The declaration shall, at the time when the Convention enters into force for the new Contracting Government, shall have the same effect as a declaration pursuant to paragraph 1. 1, provided that the new Contracting Government endorses such a declaration or issuing a reciprocity declaration.
Article 95
A State may, when it deposits its ratification, acceptance, approval or accession, may declare that it will not be bound by Article 1 (1). 1 (b) of this Convention.
Article 96
A Contracting Government whose legislation requires that contracts for purchases should be established in writing or shall be able to be reimburcated with written proof, at any time given a declaration pursuant to Article 12 that the provisions of Articles 11 and 29 or Part II of this Convention, which permits a purchase agreement or an agreement on its amendment or termination, or an offer, an orchard, expressed in a form other than in writing, shall not apply in the case of one of the parties to : business in this state.
Article 97
1. Declarations relating to this Convention, which shall be affirmed by its signature, shall be confirmed when ratified, accepted or approved.
2. Declarations and confirmations of such declarations shall be made in writing and shall be sent to the Depositary in appropriate form.
3. A declaration takes effect simultaneously with the entry into force of this Convention in the State concerned. However, a declaration which the depositary receives in due form after the entry into force of the Convention shall take effect on the first day of the month following that 6 months the flow from the day the depositary received the declaration. Reciprocity declarations issued by a State in accordance with Article 94 shall enter into force on the first day of the month following that 6 months the flow from the day the depositary received the last statement.
4. A State issuing a declaration pursuant to this Convention may, at any time, withdraw it by a written notice, which shall be given due form to the depositary. Such a retraction shall take effect on the first day of the month following that 6 months the flow from the day the depositary received the recall request.
5. A withdrawal of a declaration made pursuant to Article 94 shall waive the withdrawal from the date of effect, any reciprocity of reciprocity issued by another State under this Article.
ARTICLE 98
No other reservation may be made other than those expressly permitted by this Convention.
Article 99
1. Except for what comes of provisions in this Article's paragraph. 6, this Convention shall enter into force from the first day of the month following the date of the tenth month following the tenth document of ratification, acceptance, approval or accession have been deposited, including documents including documents ; which contains a declaration in accordance with Article 92.
2. When a State ratifies, presumes, approve or accalates to this Convention after the tenth document of ratification, acceptance, approval or accession is deposited, this Convention shall enter, with the exception of the part which may have been held ; for, in the case of this State, unless otherwise provided otherwise by the provisions of paragraph 1. This article is the first day of the month following the date of the deposit of its document on ratification, acceptance, approval or accession.
3. A State which ratifies, presumes, approve or accedes to this Convention and which is a Contracting Party to the Convention on the uniform purchasing contract law entered into in The Hague on 1. July 1964 (the 1964 queue contract Convention) and the Convention on the uniform coating code entered into in The Hague on 1. In the case of July 1964 (the purchasing laws convention of 1964), at the same time, terminate, either on the one or both of these conventions, by informing the Government of the Netherlands.
4. A State which is a Contracting Party to the Covering Convention of 1964, which ratifies, assumes, approve or acceding to this Convention and which, pursuant to Article 92, declares or has declared that it will not be bound by Part II in At the same time, at the same time as ratification, acceptance, approval or accession, the Convention of the Bubelov Convention of 1964 shall be notified by informing the Dutch Government.
5. A State which is a contracting party to the purchasing contract law of 1964 which ratifies, presumes, approve or acceding to this Convention, and which, pursuant to Article 92, declares or has declared that it will not be bound by Part III of At the same time, at the same time as the ratification, acceptance, approval or accession, the Convention on the Agreement shall be made up by notifying the Government of the Netherlands.
6. In accordance with this Article, ratifications, assumptions, approvals and accessions of this Convention shall be made by States Parties to the 1964 purchasing contract conversion of 1964 or in the context of the 1964 queue-law, only effect when they are taken into account ; any comments which these states are obliged to give to those two Conventions have taken effect. The Depositary of this Convention shall consult with the Dutch Government, which is the depositary of the 1964 Conventions of 1964, in order to ensure the necessary coordination in this respect.
Article 100
1. This Convention shall apply only to the conclusion of an agreement when the proposal to conclude the agreement is made on or after the date on which the Convention enters into force in relation to the Contracting Governments referred to in Article 1 (1). Paragraph 1 (a) or a Contracting Government referred to in Article 1 (1). 1 (b).
2. This Convention shall apply only to agreements concluded on or after the date on which the Convention enters into force for the Contracting Governments referred to in Article 1 (1). Paragraph 1 (a) or the Contracting Government referred to in Article 1 (1). 1 (b).
Article 101
1. A Contracting Government may terminate this Convention, or Part II or Part III of the Convention, by means of a formal written notice to the Depositary.
2. The Termination shall enter into force on the first day of the month following the date of the 12 months flow from the date on which the deposition received the notification. When the message indicates that a longer period should flow before the termination takes effect, this will occur when the time the notice is received after the message is received by the Depositary.
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The sign in Vienna, the day of 11 April 11th, a thousand nine hundred and eighs, in a single original with side-side versions of Arabic, Chinese, English, French, Russian and Spanish.
As witnesses to that, they have signed the representative ministers who have the power to do so from their respective governments, signed this Convention.
1) The provision relates to change in other legislation.
2) The law entered into force on 1. In March 1990, cf. Notice no. 110 of 22. February 1990 on the entry into force of international meat-law.
3) The law is a matter of section 1.
4) The law entered into force on 1. February 2013, cf. Notice no. 973 of 24. September 2012 on the entry into force of the law on the amendment of international purchasing law and the law on agreements and other acts of law on the territory of the Member States (Transposition in Danish law of Part II on the signing of the Agreement into the UN' s Agreement on International Trade).
