The Saeima has adopted and the President promulgated the following laws: The United Nations Convention on the international sales of goods purchase-contracts article 1. The United Nations of 11 April 1980, the Convention on the international sales of goods purchase-contracts (hereinafter referred to as the Convention) with this law is accepted and approved. 2. article. Any 11 of this Convention, article 12, or the provisions of part II, which assumes that a purchase-sales contract, amendment or termination of the agreement between the parties, or offer, acceptance or any other manifestation of will be done not by writing, but in any other way, shall not apply where one of the parties has its own commercial company in the Republic of Latvia. 3. article. The law shall enter into force on the date of its promulgation. With the law put the Convention in English and its translation into Latvian language. 4. article. The Convention shall enter into force on its article 99 and for the period specified in the order, and shall notify the Ministry of Foreign Affairs Gazette "journal". The law adopted by the Parliament in June 1997. The President g. Ulmanis in Riga on 3 July 1997, the United Nations Convention on contracts for the International Sale of goods (Vienna, 11 April 1980) the States parties TO this CONVENTION, BEARING IN MIND the broad objective in the resolutions adopted by the sixth special session of the General Assembly of the United Nations on the establishment of a New International Economic Order , CONSIDERING that the development of international trade on the basis of equality and mutual benefit is an important element in promoting friendly relations among States, BEING OF the OPINION that the adoption of uniform rules which govern contracts for the international sale of goods and take into account the different social, economic and legal systems would contribute to the removal of legal barriers in international trade and promote the development of international trade , Have DECREED as follows: part I the sphere OF APPLICATIONS AND GENERAL PROVISION in Chapter I sphere OF APPLICATION of article 1 (1) this Convention applies to contracts of sale of goods between parties whose places of business are in different States: (a) when the States are Contracting States; or (b) when the rules of private international law lead to the application of the law of a Contracting State. (2) the fact that the parties have their places of business in different States is to be disregarded whenever this fact does not appear either from the contract or from any dealing between, or from information disclosed by, the parties at any time before or at the conclusion of the contract. (3) an ither the nationality of the parties nor the civil or commercial character of the parties or of the contract is to be taken into considerations in determining the application of this Convention. Article 2 this Convention does not apply to sales: (a) of goods for personal, family or boughs household use, unless the seller, at any time before or at the conclusion of the contract, nor the ither knew not ough to have known that the goods were boughs for any such use; (b) by auction; (c) on execution or otherwise by authority of law; (d) of stocks, shares, investment securities, negotiable instruments or money; (e) of the ship, vessel, aircraft or hovercraft; (f) of electricity. Article 3 (1) contracts for the supply of goods to be manufactured or produced are to be considered sales unless the party who orders the goods to supply a substantial undertak on of the materials not for such manufacture or production cessary. (2) this Convention does not apply to contracts in which the preponderan on of the obligation of the party who furnish the goods consist in the supply of labour or other services. Article 4 this Convention govern only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from such a contract. In particular, except as otherwise expressly provided in this Convention, it is not concerned with: (a) the validity of the contract or of any of its provision or of any usage; (b) the effect which the contract may have on the property in the goods sold. Article 6 this Convention does not apply to the liability of the seller for death or personal injury caused by the goods to any person. Article 6 the parties may exclude the application of this Convention or, subject to article 12, or vary the derogat from effect of any of its provision. Chapter II GENERAL PROVISION of article 7 (1) In the interpretation of this Convention, regard is to be had to its international character and to the need to promote uniformity in its application and the observanc of good faith in international trade. (2) questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the rules of private international law. Article 8 (1) For the purpose of this Convention statements made by and other conduct of a party are to be interpreted according to his intent where the other party knew or could not have been unawar what that intent was. (2) If the preceding paragraph is not applicable, statements made by and other conduct of a party are to be interpreted according to the understanding that a reasonable person of the same kind as the other party would have had in the same circumstanc. (3) In determining the intent of a party or the understanding a reasonable person would have had, due considerations is to be given to all relevant circumstanc of the case including the negotiation, any practices which the parties have established between themselves, usage and any subsequent conduct of the parties. Article 9 (1) the parties are bound by any usage to which they have agreed and by any practices which they have established between themselves. (2) the parties are considered, unless otherwise agreed, to have impliedly made it applicable to their contract or its formation a usage of which the parties knew or to have known ough and which in international trade is widely known to, and regularly observed by, parties to contracts of the type involved in the particular trade concerned. Article 10 For the purpose of this Convention: (a) if a party has more than one place of business, the place of business is that which has the closes relationship to the contract and its performance, having regard to the known or contemplated by it of circumstanc the parties at any time before or at the conclusion of the contract; (b) if a party does not have a place of business, reference is to be made to his habitual residence. Article 11 (A) A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including the witness. Article 12 Any provision of article 11, article 29 or part II of this Convention that allows a contract of sale or its modification or termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing does not apply where any party has his place of business in a Contracting State which has made a declaration under article 96 of this Convention. The parties may not vary the derogat from or effect or this article. Article 13 For the purpose of this Convention "writing" includes a telex and telegr. Part II FORMATION OF the contract article 14 (1) (A) A proposal for concluding a contract addressed to one or more specific persons constitut an offer if it is sufficiently of the definit and indicates the intention of the offeror to be bound in case of acceptance. (A) the proposal is sufficiently definit if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price. (2) A proposal other than one addressed to one or more specific persons is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making the proposal. Article 15 (1) An offer become effective when it reach of the offere. (2) An offer, even if it is irrevocabl, may be withdrawn if the withdrawals reach the offere of before or at the same time as the offer. Article 16 (1) Until a contract is concluded an offer may be revoked if the revocation is the reach of the offere before he has dispatched an acceptance. (2) However, an offer cannot be revoked: (a) if it indicates, by stating a fixed time whethers for acceptance or otherwise, that it is irrevocabl; or (b) if it was reasonable for the offere to rely on the offer as being irrevocabl and the offere has acted in reliance on the offer. Article 17 An offer, even if it is irrevocabl, is terminated when a rejection of reach the offeror. Article 18 (1) (A) A statement made by or other conduct of the offere of an offer indicating it is an assen acceptance. Silence or inactivity does not in itself amount to acceptance. (2) An acceptance of an offer become effective at the moment of the indication of the reach the offeror in assen. An acceptance is not effective if the indication of the assen does not reach the offeror within the time he has fixed or, if from the time is fixed, within a reasonable time, due account being taken of the of the transaction, circumstanc including the rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediately unless the Council is otherwise circumstanc indicates. (3) However, if, by virtue of the offer or as a result of practices which the parties have established between themselves or of usage, the offere of assen in may by the UN indicates the performing Act, such as the one relating to the dispatch of the goods or payment of the price, without notice to the offeror, the acceptance is effective at the moment the Act is performed , provided that the Act is performed within the period of time to let down in the preceding paragraph. Article 19 (1) A reply to an offer which purport to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and the constitut a counter-offer. (2) However, a reply to an offer which purport to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer, unless the constitut an acceptance to the offeror, without delay, of the undu objects orally to the discrepancy or dispatch of a notice to that effect. If he does not so object, the terms of the contract with the terms of the offer with the modifications led in the acceptance. (3) Additional or different terms relating, among others things, to the price, payment, quality and quantity of the goods, place and time of delivery, the exten of one party's liability to the other or the settlement of dispute with a considered it alter the terms of the offer materially. Article 20 (1) (A) the period of time for acceptance fixed by the offeror in a the or a letter to telegr begins to run from the moment the ISU handed in for dispatch to telegr or from the date shown on the letter or, if of such data is shown, from the date shown on the envelope. (A) the period of time for acceptance fixed by the offeror by telephone, telex or other means of instantaneous communication, begins to run from the moment that the offers reach the offere. (2) Official holidays or non-business days occurring during the period for acceptance are included in calculating the period. However, if a notice of acceptance cannot be delivered at the address of the offeror on the last day of the period because that day falls on an official holiday or a non-business day at the place of business of the offeror, the period is extended until the first business day which follows. Article 21 (1) (A) A late acceptance is effective as an vertheles not an acceptance if without delay the offeror orally so informs the offere or dispatch of a notice to that effect. (2) If (a) a letter or other writing containing a late acceptance shows that it has been sent in such circumstanc-that if it had been a normal transmission it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without delay, the offeror orally informs the offere that he will consider his offer as having lapsed or dispatch of a notice to that effect. Article 22 An acceptance may be withdrawn if the withdrawals reach the offeror before or at the same time as the acceptance would have become effective. Article 23 (A) the contract is concluded at the moment when an acceptance of an offer become effective in accordanc with of the provision of this Convention. Article 24 For the purpose of this part of the Convention, an offer, declaration of acceptance or any other indication of intention to "reach" the addresse when it is made orally to him or delivered by any other means to him personally, to his place of business or mailing address or, if he does not have a place of business or mailing address , his habitual residence. On the ISLAND OF goods III Chapter I GENERAL PROVISION of article 25 (A) breach of contract committed by one of the parties is fundamental if it results in such detrimen to the others as substantially to the Hima depriv party of what he is entitled to expect under the contract, unless the party in breach did not forese and a reasonable person of the same kind in the same would not have foreseen circumstanc-such a result. Article 26 A declaration of avoidance of the contract is effective only if made by notice to the other party. Article 27 Unless otherwise expressly provided for in this Convention, For of the if any notice, request or other communication is given or made by a party in accordanc with this part and by means appropriate in the, a delay or error circumstanc in the transmission of the communication or its failure to arrive does not depriv that party of the right to rely on the communication. Article 28 If, in accordanc with the provision of this Convention, one party is entitled to require performance of any obligation by the other party, a court is not bound to enter a judgement for specific performance unless the Court would do so under its own law in respect of similar contracts of sale not governed by this Convention. Article 29 (1) (A) A contract may be modified or terminated by the mere agreement of the parties. (2) A contract in writing which contains a provision requiring any modification or termination by agreement to be in writing may not be otherwise modified or terminated by agreement. However, a party may be precluded by his conduct from asserting such a provision to the exten to that the other party has relied on that conduct. Chapter II OBLIGATIONS OF the SELLER article 30 the seller must deliver the goods, hand over any documents relating to them and transfer the property in the goods, as required by the contract and this Convention. Section i. Delivery of the goods and handing over of documents article 31 If the seller is not bound to deliver the goods at any other particular place, his obligation to deliver consist of: (a) if the contract of sale of a carriage of the involv goods-in handing the goods over to the first carrier for transmission to the buyer; (b) if, in cases not within the preceding subparagraph, the contract related to specific goods, or unidentified goods to be drawn from a specific stock or to be manufactured or produced, and at the time of the conclusion of the contract the parties knew that the goods were at, or were to be manufactured or produced at, a particular place-in placing the goods at the buyer's disposal at that place; (c) in other cases-in placing the goods at the buyer's disposal at the place where the seller had his place of business at the time of the conclusion of the contract. Article 32 (1) If the seller, in accordanc with the contract or this Convention, hands the goods over to a carrier and if the goods are not clearly identified to the contract by marking on the goods, by shipping documents or otherwise, the seller must give the buyer notice of the good to be specifying the consignmen. (2) If the seller is bound to arrang for carriage of the goods, he must make such contracts as not cessary for the carriage to the place fixed by means of transportation appropriate in the circumstanc and according to the usual terms for such transportation. (3) If the seller is not bound to effect insurance in respect of the carriage of the goods, he must, at the buyer's request, provide him with all available information to enable him to cessary not effect such insurance. Article 33 the seller must deliver the goods: (a) if a date is fixed by or determinabl from the contract, on that date; (b) if a period of time is fixed by or determinabl from the contract, at any time within the period of a will unless circumstanc indicates that the buyer is to choose a date; or (c) in any other case, within a reasonable time after the conclusion of the contract. Article 34 If the seller is bound to hand over documents relating to the goods, he must hand them over at the time and place and in the form required by the contract. If the seller has handed over documents before that time, he may, up to that time, cure any lack of conformity in the documents, if the exercise of this right does not cause the buyer is or is unreasonabl inconvenienc unreasonabl expense. However, the buyer will retain any right to claim damage provided for in the axis of this Convention. Section II. Conformity of the goods and third party claims of article 35 (1) the seller must deliver goods which with of the quantity, quality and description required by the contract and which are led or packaged in the manner required by the contract. (2) Except where the parties have agreed otherwise, the goods do not conform with the contract unless they: (a) to be fit for the purpose for which goods of the same description would ordinarily be used; (b) fit for any particular purpose expressly or impliedly made known to the seller at the time of the conclusion of the contract, except where the circumstanc show that the buyer did not rely, or that it was for him to rely, unreasonabl on the seller's skill and judgement; (c) to posses the qualit of goods which the seller has held out to the buyer as a sample or model; (d) the led or packaged in the manner usual for such goods or, where there is no such manner, in a manner to preserve and adequat protect the good. (3) the seller is not liabl is under subparagraph (a) to (d) of the preceding paragraph for any lack of conformity of the goods if at the time of the conclusion of the contract the buyer knew or could not have been such a lack of conformity of unawar. Article 36 (1) the seller is liabl in accordanc with the contract and this Convention for any lack of conformity which exists at the time when the risk of the buyer, it was clear, even though the lack of conformity become apparen of only after that time. (2) the seller is also liabl for any lack of conformity which occure after the time indicated in the preceding paragraph and which is due to a breach of any of his obligations, including (a) the breach of any guarantee that for a period of time the goods will remain fit for their ordinary purpose or for some particular purpose or will retain specified characteristics of the qualit or. Article 37 If the seller has delivered goods before the date for delivery, he may, up to that date, deliver any missing part or make up any deficiency in the quantity of the goods delivered, or deliver goods in replacement of any non-conforming goods delivered or remedy any lack of conformity in the goods delivered, provided that the exercise of this right does not cause the buyer is or is unreasonabl inconvenienc unreasonabl expense. However, the buyer will retain any right to claim damage provided for in the axis of this Convention. Article 38 (1) the buyer must examin the goods, or cause them to be examined, within as short a period as is in the practicabl circumstanc. (2) If the contract of carriage of the involv good examination may be deferred until, after the goods have arrived at their destination. (3) If the goods are redirected in transit or redispatched by the buyer without a reasonable opportunity for examination by him and at the time of the conclusion of the contract the seller knew or ough to have known of the possibility of such redirection or redispatch, examination may be deferred until after the goods have arrived at the new destination. Article 39 (1) the buyer lost the right to rely on a lack of conformity of the goods if he does not give notice to the seller specifying the nature of the lack of conformity within a reasonable time after he has discovered it or to have discovered it ough. (2) In any event, the buyer lost the right to rely on a lack of conformity of the goods if he does not give the seller notice thereof at the the latest period of two within a year from the date on which the goods were actually handed over to the buyer, unless this time limit is inconsistent with a contractual period of guarantee. Article 40 the seller is not entitled to rely on the provision of articles 38 and 39 if the lack of conformity relate to facts of which he knew or could not have been and which he did not unawar disclos to the buyer. Article 41 the seller must deliver goods which are free from any right or claim of a third party, unless the buyer agreed to take the goods subject to that right or claim. However, if such right or claim is based on industrial property or other intellectual property, the seller's obligation is governed by article 42. Article 42 (1) the seller must deliver goods which are free from any right or claim of a third party based on industrial property or other intellectual property, of which at the time of the conclusion of the contract the seller knew or could not have been a unawar , provided that the right or claim is based on industrial property or other intellectual property: (a) under the law of the State where the goods will be resold or otherwise used, if it was contemplated by the parties at the time of the conclusion of the contract that the goods would be resold or otherwise used in that State; or (b) in any other case, under the law of the State where the buyer has his place of business. (2) the obligation of the seller under the preceding paragraph, the does not extend to cases where: (a) at the time of the conclusion of the contract the buyer knew or could not have been unawar of the right or claim; or (b) the right or claim results from the seller's compliance with technical drawings, designs, formula or other such specifications furnished by the buyer. Article 43 (1) the buyer lost the right to rely on the provision of article 41 or article 42 if he does not give notice to the seller specifying the nature of the right or claim of the third party within a reasonable time after he has become aware or ough it have become aware of the right or claim. (2) the seller is not entitled to rely on the provision of the preceding paragraph if he knew of the right or claim of the third party and the nature of it. Article 44 Notwithstanding the provision of paragraph (1) of article 39 and paragraph (1) of article 43, the buyer may reduce the price in accordanc with article 50 or claim damage for , except for loss of profit, if he has a reasonable excuse for his failure to give the required notice. Section III remedies for breach of contract by the seller article 45 (1) If the seller to perform any of the file his obligation under the contract or this Convention, the buyer may: (a) exercise the rights provided in articles 46 to 52; (b) claim damage provided in the axis of the articles 74 to 77. (2) the buyer is not deprived of any right he may have to claim damage by exercising his right to other remedies. (3) the period of grace may be granted to the seller by a court or tribunal when the buyer CAs resorts to a remedy for breach of contract. Article 46 (1) the buyer may require performance by the seller of his obligations unless the buyer has resorted to the their a remedy which is inconsistent with this requirement. (2) If the goods do not conform with the contract, the buyer may require delivery of substitute goods only if the lack of conformity of the constitut a breach of fundamental contract and a request for substitute goods is made either in conjunction with notice given under article 39 or within a reasonable time thereafter. (3) If the goods do not conform with the contract, the buyer may require the seller to remedy the lack of conformity by repair, unless this is in regards to all unreasonabl having the circumstanc. (A) the request for repair must be made either in conjunction with notice given under article 39 or within a reasonable time thereafter. Article 47 (1) the buyer may fix an additional period of time of reasonable length for performance by the seller of his obligations. (2) Unless the buyer has received notice from the seller that he will not perform within the period so fixed, the buyer may not, during that period, resort to any remedy for breach of contract. However, the buyer is not deprived thereby of any right he may have to claim damage for delay in performance. Article 48 (1) subject to article 49, the seller may, even after the date for delivery, remedy at his own expense any failure to perform his obligations, if he can do so without delay and without causing unreasonabl is the buyer or uncertainty of the inconvenienc unreasonabl reimbursemen by the seller of expense advanced by the buyer. However, the buyer will retain any right to claim damage provided for in the axis of this Convention. (2) If the seller requests the buyer to make known whethers he will accept performance and the buyer does not comply with the request within a reasonable time, the seller may perform within the time indicated in his request. The buyer may not, during that period of time, resort to any remedy which is inconsistent with performance by the seller. (3) A notice by the seller that he will perform within a specified period of time is assumed to include a request, under the preceding paragraph, that the buyer make known his decision. (4) A request or notice by the seller under paragraph (2) or (3) of this article is not effective unless received by the buyer. Article 49 (1) the buyer may declare the contract avoided: (a) if the failure by the seller to perform any of his obligations under the contract or this Convention (a) fundamentals of the non breach contract; or (b) in the case of non-delivery, if the seller does not deliver the goods within the additional period of time fixed by the buyer in accordanc with paragraph (1) of article 47 or the declare that he will not deliver within the period so fixed. (2) However, in cases where the seller has delivered the goods, the buyer lost the right to declare the contract avoided unless he does so: (a) in respect of late delivery, within a reasonable time after he has become aware that delivery has been made; (b) in respect of any breach other than late delivery, within a reasonable time: (i) after he knew or ough to have known of the breach; (ii) after the expiration of any additional period of time fixed by the buyer in accordanc with paragraph (1) of article 47, or after the seller has declared that he will not perform his obligations within such an additional period of; or (iii) after the expiration of any additional period of time indicated by the seller in accordanc with paragraph (2) of article 48, or after the buyer has declared that he will not accept performance. Article 50 If the goods do not conform with the contract and whethers or not the price has already been paid, the buyer may reduce the price in the same proportion as the value that the goods actually delivered had at the time of the delivery bears to the value that conforming goods would have had at that time. However, if the seller remedies any failure to perform his obligations in accordanc with article 37 or article 48 or if the buyer refus to accept performance by the seller in accordanc with those articles, the buyer may not reduce the price. Article 51 (1) If the seller delivers only a part of the goods or if only a part of the goods delivered is in conformity with the contract, articles 46 to 50 apply in respect of the part which is missing or which does not conform. (2) the buyer may declare the contract avoided in its entirety only if the failure to make delivery completely or in conformity with the contract to a non fundamentals breach of the contract. Article 52 (1) If the seller delivers the goods before the date fixed, the buyer may take delivery or to take delivery of the refus. (2) If the seller delivers a quantity of goods greater than that provided for in the contract, the buyer may take delivery or to take delivery of refus the excess quantity. If the buyer takes delivery of all or part of the excess quantity, he must pay for it at the contract rate. Chapter III OBLIGATIONS OF the BUYER article 53 the buyer must pay the price for the goods and take delivery of them as required by the contract and this Convention. Section i. payment of the price article 54 the buyer's obligation to pay the price includes taking such steps and complying with such as may be required under formalit to the contract or any laws and regulations to enable payment to be made. Article 55 where a contract has been validly concluded but does not expressly or implicitly fix or make provision for determining the price, the parties are considered, in the absence of any indication to the contrary, to have impliedly made reference to the price generally charged at the time of the conclusion of the contract for such goods sold under a comparabl circumstanc in the trade concerned. Article 56 If the price is fixed according to the weight of the goods, in case of doubt it is to be determined by the net weight. Article 57 (1) If the buyer is not bound to pay the price at any other particular place, he must pay it to the seller: (a) at the seller's place of business; or (b) if the payment is to be made against the handing over of the goods or of documents, at the place where the handing over takes place. (2) the seller must bear any increase in the expense of incidentals the payment which is caused by a change in his place of business subsequent to the conclusion of the contract. Article 58 (1) If the buyer is not bound to pay the price at any other specific time, he must pay it when the seller places either the goods or documents controlling their disposition at the buyer's disposal in accordanc with the contract and this Convention. The seller may make such payment a condition for handing over the goods or documents. (2) If the contract of carriage involv of the goods, the seller may dispatch the goods on terms whereby the goods, or documents controlling their disposition, will not be handed over to the buyer except against payment of the price. (3) the buyer is not bound to pay the price until he has had an opportunity to examin the goods, unless the procedures for delivery or payment agreed upon by the parties are inconsistent with his having such an opportunity. Article 59 the buyer must pay the price on the date fixed by or determinabl from the contract and this Convention without the need for any request or compliance with any formality on the part of the seller. Section II. Taking delivery article 60 the buyer's obligation to take delivery consist of: (a) in doing all the acts which could reasonably be expected of him in order to enable the seller to make delivery; and (b) in taking over the goods. Section III. Remedies for breach of contract by the buyer article 61 (1) If the buyer to perform any of the file his obligation under the contract or this Convention, the seller may: (a) exercise the rights provided in articles 62 to 65; (b) claim damage provided in the axis of the articles 74 to 77. (2) the seller is not deprived of any right he may have to claim damage by exercising his right to other remedies. (3) the period of grace may be granted to the buyer by a court or tribunal when the seller CAs resorts to a remedy for breach of contract. Article 62 the seller may require the buyer to pay the price, take delivery or perform his other obligations, unless the seller has resorted to a remedy which is inconsistent with this requirement. Article 63 (1) the seller may fix an additional period of time of reasonable length for performance by the buyer of his obligations. (2) Unless the seller has received notice from the buyer that he will not perform within the period so fixed, the seller may not, during that period, resort to any remedy for breach of contract. However, the seller is not deprived thereby of any right he may have to claim damage for delay in performance. Article 64 (1) the seller may declare the contract avoided: (a) if the failure by the buyer to perform any of his obligations under the contract or this Convention (a) fundamentals of the non breach contract; or (b) if the buyer does not, within the additional period of time fixed by the seller in accordanc with paragraph (1) of article 63, perform his obligation to pay the price or take delivery of the goods, or if he's declare that he will not do so within the period so fixed. (2) However, in cases where the buyer has paid the price, the seller lost the right to declare the contract avoided unless he does so: (a) in respect of late performance by the buyer, before the seller has become aware that performance has been rendered; or (b) in respect of any breach other than late performance by the buyer, within a reasonable time: (i) after the seller knew or ough to have known of the breach; or (ii) after the expiration of any additional period of time fixed by the seller in accordanc with paragraph (1) or article 63, or after the buyer has declared that he will not perform his obligations within such an additional period of. Article 65 (1) If under the contract the buyer is to specify the form, measurement or other features of the goods and he will make the file such specification either on the date agreed upon or within a reasonable time after receipt of a request from the seller, the seller may, without prejudice to any other rights he may have, make the specification himself in accordanc with the requirements of the buyer that may be known to him. (2) If the seller makes the specification himself, he must inform the buyer of the details thereof and must fix a reasonable time within which the buyer may make a different specification. If, after receipt of such a communication, the buyer file to do so within the time so fixed, the specification made by the seller is binding. Chapter IV PASSING OF RISK article 66 loss of or damage to the goods after the risk has passed to the buyer does not discharge him from his obligation to pay the price, unless the loss or damage is due to an act or omission of the seller. Article 67 (1) If the contract of sale of a carriage of the involv goods and the seller is not bound to hand them over at a particular place, the risk of the buyer when it was clear the good with the first handed over to the carrier for transmission to the buyer in accordanc with the contract of sale. If the seller is bound to hand the goods over to a carrier at a particular place, the risk does not pass to the buyer until the goods are handed over to the carrier at that place. The fact that the seller is authorized to retain documents controlling the disposition of the goods does not affec the passage of the risk. (2) Not vertheles, the risk does not pass to the buyer until the goods are clearly identified to the contract, whethers by marking on the goods, by shipping documents, by notice given to the buyer or otherwise. Article 68 the risk in respect of goods sold in transit to the buyer of the passu from the time of the conclusion of the contract. However, if the Council so circumstanc indicates, the risk is assumed by the buyer from the time the goods were handed over to the carrier who issued the documents embodying the contract of carriage. Vertheles, if not at the time of the conclusion of the contract of sale the seller knew or ough to have known that the goods had been lost or damaged and did not disclos this to the buyer, the loss or damage is at the risk of the seller. Article 69 (1) In cases not within articles 67 and 68, the risk to the buyer of the passu when he takes over the goods or, if he does not do so in due time, from the time when the goods are placed at his disposal and he will commit a breach of the contract by failing to take delivery. (2) However, if the buyer is bound to take over the goods at a place other than a place of business of the seller, the risk of when delivery is due Passi and the buyer is aware of the fact that the goods are placed at his disposal at that place. (3) If the contract relate to goods not then identified, the goods are considered not to be placed at the disposal of the buyer until they are clearly identified to the contract. Article 70 If the seller has committed a fundamental breach of contract, articles 67, 68 and 69 do not impair the remedies available to the buyer on account of the breach. Chapter V a PROVISION COMMON TO the OBLIGATIONS OF the SELLER AND OF the BUYER Section i. Anticipatory breach and instalmen the contracts of article 71 (1) (A) A party may suspend the performance of his obligations if, after the conclusion of the contract, it become apparen to that of the other party will not perform a substantial part of his obligations as a result of: (a) a serious deficiency in his ability to perform or in his creditworthines; or (b) his conduct in preparing to perform or in performing the contract. (2) If the seller has already dispatched the goods before the grounds described in the preceding paragraph become evidens, he may prevent the handing over of the goods to the buyer even though the buyer holds a document which it obtain them the Hima entitl. The present paragraph relate only to the rights in the goods as between the buyer and the seller. (3) A party suspending performance, whethers before or after dispatch of the goods, must immediately give notice of the suspension to the other party and must continue with performance if the other party provides assurance of adequat his performance. Article 72 (1) If prior to the date for performance of the contract it is clear that one of the parties will commit a fundamental breach of contract, the other party may declare the contract avoided. (2) If time allows, the party intending to declare the contract avoided must give reasonable notice to the other party in order to permit him to provide adequat assurance of his performance. (3) the requirements of the preceding paragraph do not apply if the other party has declared that he will not perform his obligations. Article 73 (1) In the case of a contract for delivery of goods by instalment, if the failure of one party to perform any of his obligations in respect of any breach of the instalmen (a) fundamentals of constitut contract with respect to that instalmen, the other party may declare the contract avoided with respect to that instalmen. (2) If one party's failure to perform any of his obligations in respect of any instalmen to give the other party good grounds to conclud that a breach of fundamental contract will occure with respect to a future instalment, he may declare the contract avoided for the future, provided that he does so within a reasonable time. (3) A buyer who declare the contract avoided in respect of any delivery may, at the same time, declare it avoided in respect of deliver to already made or of future deliver if, by reason of their to interdependenc, those could not be used to deliver for the purpose contemplated by the parties at the time of the conclusion of the contract. Section II. Damage of article 74 Damage for breach of contract by one party of a sum equal to consis the loss, including loss of profit, suffered by the other party as a consequences of the breach. Such damage may note 12 of the loss which the party in breach foresaw or ough to have foreseen at the time of the conclusion of the contract, in the light of the facts and matters of which he then knew or to have known ough, as a possible consequences of the breach of contract. Article 75 If the contract is avoided and if, in a reasonable manner and within a reasonable time after avoidance, the buyer has a good replacement in the boughs or the seller has resold the goods, the party claiming damage may recover for the difference between the contract price and the price in the substitute transaction as well as any further damage in the recoverabl under article 74. Article 76 (1) If the contract is avoided and there is a current price for the goods , the party claiming damage in may, if he has not made a purchase or resale under article 75, recover the difference between the price fixed by the contract and the current price at the time of avoidance as well as any further damage in the recoverabl under article 74. If, however, the party has avoided claiming damage of the contract after taking over the goods , the current price at the time of such taking over shall be applied instead of the current price at the time of avoidance. (2) For the purpose of the preceding paragraph, the current price is the price prevailing at the place where delivery of the goods should have been made or, if there is no current price at that place, the price at such other place as serves as a reasonable substitute for, making due allowance for the difference in the cost of transporting the goods. Article 77 (A) A party to the who on a breach of the rel contract must take such measure with a reasonable axis in the their mitigat circumstanc the loss, including loss of profit, resulting from the breach. If he file to take such measure, the party in breach may claim a reduction in the damage in the amount by which the loss should have been mitigated. Section III. Article 78 If interest a party to file pay the price or any other sum that is in arrear, the other party is entitled to interest on it, without prejudice to any claim for damage by the recoverabl under article 74. Section IV. Exemption of article 79 (1) (A) A party is not liabl for a failure to perform any of his obligations if he's in the process that the failure was due to an impedimen the beyond his control and that he could not reasonably be expected to have taken the impedimen into the account at the time of the conclusion of the contract or to have avoided or overcom it or its consequences. (2) If the party's failure is due to the failure by a third person whom he has engaged to perform the whole or a part of the contract, that party is main from liability only if: (a) he is under the preceding paragraph main; and (b) the person whom he has so engaged would be so if the main provision of that paragraph were applied to him. (3) the exemption provided by this article has effect for the period during which the impedimen a exists. (4) the party who files to perform must give notice to the other party of the impedimen and its effect on his ability to perform. If the notice is not received by the other party within a reasonable time after the party who knew or perform it ough file to have known of the impedimen, he is liabl for damage resulting from such non-receipt of them. (5) Nothing in this article prevents either party from exercising any right other than to claim the damage under this Convention. Article 80 A party may not rely on a failure of the other party to perform, to the exten to that such failure was caused by the first party's Act or omission. Section v. effects of avoidance article 81 (1) avoidance of the contract releases both parties from their obligations under it, subject to any damage-which may be due. Avoidance does not be affec any provision of the contract for the settlement of the dispute or of any other provision of the contract each of the rights and obligations of the parties upon the consequen the avoidance of the contract. (2) A party who has performed the contract either wholly or in part may claim restitution from the other party of whatever the first party has supplied or paid under the contract. If both parties are bound to make restitution, they must do so concurrently. Article 82 (1) the buyer lost the right to declare the contract avoided or to require the seller to deliver substitute goods if it is impossible for him to make restitution of the goods substantially in the condition in which he received them. (2) the preceding paragraph does not apply: (a) if the impossibility of making restitution of the goods or of making restitution of the goods substantially in the condition in which the buyer received them is not due to his act or omission; (b) if the goods or part of the goods have perished or deteriorated as a result of the examination provided for in article 38; or (c) if the goods or part of the goods have been sold in the normal course of business or have been consumed or transformed by the buyer in the course of normal use before he discovered or ough to have discovered the lack of conformity. Article 83 A buyer who has lost the right to declare the contract avoided or to require the seller to deliver substitute goods in accordanc with article 82 retain all other remedies under the contract and this Convention. Article 84 (1) If the seller is bound to refund the price, he must also pay interest on it, from the date on which the price was paid. (2) the buyer must account to the seller for all benefits which he has derived from the goods or part of them: (a) if he must make restitution of the goods or part of them; or (b) if it is impossible for him to make restitution of all or part of the goods or to make restitution of all or part of the goods substantially in the condition in which he received them, but he has not declared the vertheles of the contract avoided or required the seller to deliver substitute goods. Section VI. Preservation of the good article 85 If the buyer is in delay in taking delivery of the goods or, where payment of the price and delivery of the goods to be made concurrently with, if he files it pays the price, and the seller is either in possession of the goods or otherwise able to control their disposition, the seller must take such steps as are reasonable in the to preserve them circumstanc. He is entitled to retain them until he has been reimbursed his reasonable expense by the buyer. Article 86 (1) If the buyer has received the goods and intends to exercise any right under the contract or this Convention, the rejec the he must take such steps to preserve them as are reasonable in the circumstanc. He is entitled to retain them until he has been reimbursed his reasonable expense by the seller. (2) If goods dispatched to the buyer have been placed at his disposal at their destination and he exercises the right to them, the rejec he must take possession of them on behalf of the seller, provided that this can be done without payment of the price and without the inconvenienc unreasonabl is unreasonabl or expense. This provision does not apply if the seller or a person authorized to take charge of the goods on his behalf is present at the destination. If the buyer takes possession of the goods under this paragraph, his rights and obligation to the preceding paragraph is governed by. Article 87 (A) A party who is bound to take steps to preserve the goods may deposit them in a warehouse of a third person at the expense of the other party provided that the expense incurred is not unreasonabl. Article 88 (1) A party who is bound to preserve the goods in accordanc with article 85 or 86 may sell them by any appropriate means if there has been a delay by UN unreasonabl the other party in taking possession of the goods or in taking them back or in paying the price or the cost of preservation, provided that reasonable notice of the intention to sell has been given to the other party. (2) If the goods are subject to rapid deterioration or their preservation would the expense of involv unreasonabl a party who is bound to preserve the goods in accordanc with article 85 or 86 must take reasonable measure to sell them. To the exten to possible he must give notice to the other party of his intention to sell. (3) A party selling the goods has the right to retain out of the proceed of sale an amount equal to the reasonable expense of the good self-cleaning and of selling them. He must account to the other party for the balance.
The FINAL PROVISION IV of article 89 the Secretary-General of the United Nations is hereby designated as the depositary for this Convention. Article 90 of this Convention prevails over any international does not agreement which has already been or may be entered into and which contains a provision concerning the matters governed by this Convention, provided that the parties have their places of business in States parties to such agreement. Article 91 (1) this Convention is open for signature at the concluding meeting of the United Nations Conference on contracts for the International Sale of goods and will remain open for signature by all States at the headquarters of the United Nations, New York until 30 September 1981. (2) this Convention is subject to ratification, acceptance or approval by the signatory States. (3) this Convention is open for accession by all States which are not signatory States as from the date it is open for signature. (4) Instruments of ratification, acceptance, approval and accession with to be deposited with the Secretary-General of the United Nations. Article 92 (1) A Contracting State may declare at the time of signature, ratification, acceptance, approval or accession 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 which makes a Declaration in accordanc with the preceding paragraph in respect of part II or part III of this Convention is not to be considered a Contracting State within paragraph (1) of article 1 of this Convention in respect of matters governed by the Of the which the declaration applies. Article 93 (1) If a Contracting State has two or more territorial units in which, according to its constitution, different systems of law applicable in the relations to the matter deals with in this Convention, it may, at the time of signature, ratification, acceptance, approval or accession, declare that this Convention is to extend to all its territorial units or only to one or more of them , and may amend its declaration by submitting another declaration at any time. (2) these declarations are to be notified to the depositary and are to state expressly the territorial units to which the Convention extend. (3) If, by virtue of a declaration under this article, this Convention extend to one or more but not all of the territorial units of a Contracting State, and if the place of business of a party is located in that State, this place of business, for the purpose of this Convention, is considered not to be in a Contracting State , unless it is in a territorial unit to which the Convention extend. (4) If a Contracting State makes a declaration under paragraph (1) of the of this article, the Convention is to extend to all territorial units of that State. Article 94 (1) two or more Contracting States which have the same or closely related legal rules on matters governed by this Convention may at any time declare that the Convention is not to apply to contracts of sale or to their formation where the parties have their places of business in those States. Such declarations may be made jointly or by reciprocal unilateral declarations. (2) A Contracting State which has the same or closely related legal rules on matters governed by this Convention as one or more non-Contracting States may at any time declare that the Convention is not to apply to contracts of sale or to their formation where the parties have their places of business in those States. (3) If (a) the State which is the object of a declaration under the preceding paragraph subsequently become the Contracting State a, the declaration made will, as from the date on which the Convention enter into force in respect of the new Contracting State, have the effect of a declaration made under paragraph (1), provided that the new Contracting State joins in such declaration or makes a reciprocal unilateral declaration. Article 95 Any State may declare at the time of the deposit of its instrument of ratification, acceptance, approval or accession that it will not be bound by subparagraph (1) (b) of article 1 of this Convention. Article 96 (A) the Contracting State whose legislation requires contracts of sale to be concluded in or evidenced by writing may at any time make a declaration in accordanc with article 12 that any provision of article 11, article 29, or part II of this Convention, that allows a contract of sale or its modification or termination by agreement or any offer , acceptance, or other indication of intention to be made in any form other than in writing, does not apply where any party has his place of business in that State. Article 97 (1) declarations made under this Convention at the time of signature are subject to confirmation upon ratification, acceptance or approval. (2) the Declaration and confirmation of declarations to be in writing and to be formally notified to the depositary. (3) A declaration takes effect simultaneously with the entry into force of this Convention in respect of the State concerned. However, a declaration of which the depositary receive formal notification of such entry into force after takes effect on the first day of the month following the expiration of six months after the date of its receipt by the depositary. Reciprocal unilateral declarations under article 94 take effect on the first day of the month following the expiration of six months after the receipt of the latest declaration by the depositary. (4) Any State which makes a declaration under this Convention may withdraw it at any time by a formal notification in writing addressed to the depositary. Such attention is to take effect on the first day of the month following the expiration of six months after the date of the receipt of the notification by the depositary. (5) (A) withdrawals of a declaration made under article 94 renders a inoperativ, as from the date on which the withdrawals takes effect, any reciprocal declaration made by another State under that article. Article 98 of the reservation is permitted except with the those expressly authorized in this Convention. Article 99 (1) this Convention enter into force, subject to the provision of paragraph (6) of this article, on the first day of the month following the expiration of twelve months after the date of deposit of the tenth instrument of ratification, acceptance, approval or accession, including an instrument which contains a declaration made under article 92 (2) When a State to ratif , accept, approve or accede to this Convention after the deposit of the tenth instrument of ratification, acceptance, approval or accession, this Convention, with the exception of the part excluded, enter into force in respect of that State, subject to the provision of paragraph (6) of this article, on the first day of the month following the expiration of twelve months after the date of the deposit of its instrument of ratification acceptance, approval or accession,. (3) A State which accept, approve ratif, or accede to this Convention and is a party to either or both the Convention relating to a Uniform Law on the Formation of contracts for the International Sale of goods done at the Hague on 1 July 1964 (1964 Hague Formation Convention) and the Convention relating to a Uniform Law on the International Sale of goods done at the Hague on 1 July 1964 (1964 Hague Sales Convention) shall at the same time denounc, as the case may be, either or both the 1964 Hague Sales Convention and the 1964 Hague Formation Convention by notifying the Government of the Netherlands to that effect. (4) A State party to the 1964 Hague Sales Convention which ratif, accept, approve or accede to the present Convention and declare or has declared under article 52 that it will not be bound by part II of this Convention shall at the time of ratification, acceptance, approval or accession denounc the 1964 Hague Sales Convention by notifying the Government of the Netherlands to that effect. (5) A State party to the 1964 Hague Formation Convention which ratif, accept, approve or accede to the present Convention and declare or has declared under article 92 that it will not be bound by part III of this Convention shall at the time of ratification, acceptance, approval oraccession denounc the 1964 Hague Formation Convention by notifying the Government of the Netherlands to that effect. (6) For the purpose of this article, the ratification, acceptance, approval and accession in respect of this Convention by States parties to the 1964 Hague Formation Convention or to the 1964 Hague Sales Convention shall not be effective until such denunciation may be as required on the part of those States in respect of the latter two Convention have themselves become effective. The depositary of this Convention shall consult with the Government of the Netherlands, as the depositary of the Convention, so as the 1964 ensur cessary not co-ordination in this respect. Article 100 (1) this Convention applies to the formation of a contract only when the proposal for concluding the contract is made on or after the date when the Convention enter into force in respect of the Contracting States referred to in subparagraph (1) (a) or the Contracting State referred to in subparagraph (1) (b) of article 1 (2) this Convention applies only to contracts concluded on or after the date when the Convention enter into force in respect of the Contracting States referred to in subparagraph (1) (a) or the Contracting State referred to in subparagraph (1) (b) of article 1 Article 101 (1) (A) A Contracting State may denounc this Convention, or part II or part III of the Convention, by a formal notification in writing addressed to the depositary. (2) the denunciation takes effect on the first day of the month following the expiration of twelve months after the notification is received by the depositary. Where a longer period for the denunciation to take effect is specified in the notification, the denunciation takes effect upon the expiration of such longer period after the notification is received by the depositary. Done at Vienna, this day of eleventh day of April, one thousand nine hundred and eighty, in a single original, of which the Arabic, Chinese, English, French, Russian and Spanish texts are equally authentic. In WITNESS WHEREOF the undersigned, being duly authorized by plenipotentiar to their respectiv in Governments, have signed this Convention.

The United Nations Convention on the international sales of goods purchase-contracts (Vienna, 11 April 1980) States: the parties to this Convention, taking into account the resolution of the common objectives adopted by the United Nations General Assembly special session, sixth on the new international economic situation, considering that on the equality and mutual benefit, based on the development of international trade is friendly for transnational development an important element, taking the view that the adoption of uniform rules that international purchases in goods-domestic sales contracts and take into account the various social, economic and legal systems, promote international trade in existing legal barriers and international the development of trade, agreed as follows: part I. Sphere of application and general provisions chapter I. The sphere of application of article 1 1 this Convention applies) product purchase-sales contract between the parties, which are in different States: a) when these States are Contracting States; or (b)) when, according to the rule of private international law, the applicable law of a Contracting State. 2) the fact that commercial undertakings of the parties are in different countries is not taken into account, if it is not apparent either from the contract or from the moment of its conclusion between the parties before we existed or existing lietišķaj relations or information exchange. 3 national parties) or their nationality or contractual civil or commercial nature is not taken into account in determining the applicability of this Convention. Article 2 this Convention does not apply, if: (a) sell) goods that are purchased for personal, family or household use, unless the seller, at any time before or at the time of conclusion of the contract did not know and he should not have to know that the goods are purchased for the following purposes; b) auction; (c) the execution of a judgment or other) manner, in accordance with the law; d) Fund securities, shares, security documents, papers or money turnover; e) air and water transport vessels as well as air bag; f) electricity. 3. Article 1) contracts for the supply of the goods intended for the construction or production are considered sales contracts of purchase — if only the party who orders the goods undertakes not to supply a substantial part of the materials necessary for such manufacture or production of goods. 2) this Convention does not apply to contracts where the supplier of the goods part of the dominant undertaking part consists of the performance or provision of other services. Article 4 this Convention governs only the purchase contract of sale, and buyer and seller's rights and obligations arising from this contract. In particular, if nothing else just not provided for in the Convention, it shall not apply to: (a) the Treaty itself) or any of its provisions, or any custom validity; (b)) the consequences, which may be, in respect of property rights to the goods sold. Article 5 of this Convention shall not apply to the liability of the seller for any person suffered health damage or death caused by the product. Article 6 the parties may exclude the application of this Convention or, subject to article 12, derogate from any of its provisions, or to change any of the following rules. Chapter II. General provisions article 7 1) interpretation of this Convention, be taken into account in its international character and to the need to promote the application of the uniform and the respect of good faith in international trade. 2) issues pertaining to this Convention adjustable questions that are not directly in it, must be resolved in accordance with the General principles on which it is based or, in the absence of such principles, in accordance with the case law, which is applied in accordance with international private law. 8. Article 1) for the purposes of this Convention, notifications or other party is interpreted according to the intention of the parties, where the other party knew or could not know what was the intention. 2) if the previous paragraph is not applicable, statements or other conduct of the parties is interpreted according to the understanding that it would be reasonable, if it works in the same way as the other half analoģisko. 3 determining the intentions of the party) or understanding, which should be reasonable, necessary to take into account all the relevant circumstances of the case including the negotiations, any practices which the parties fixed their mutual relations, customs, and any subsequent conduct of the parties. 9. Article 1) the parties are bound to any custom, they agreed, and with the practices that they fixed their mutual relations. 2) unless otherwise agreed, it is considered that the parties thought their contract or for the contract to apply the custom, of which they knew or should have known to them and which in international trade is widely known to, and that such contracts in the trade area, the parties have consistently followed. Article 10 for the purposes of this Convention: (a) If a party has more than) one company, about its business, it is considered that, having regard to the circumstances that the parties have known or was intended by the parties at any time before the conclusion of the contract or at the time of conclusion, it is most closely related to the contract and its execution. (b) if the party is not a company), account is taken of its habitual residence. Article 11 is not required to purchase, contract of sale is concluded or confirmed in writing or subject to other requirements as to form. It may be proved by any means, including the testimony of witnesses. Article 12 of this Convention, any article 11, article 29 or part II of the regulations, which stipulates that the purchase contract of sale, — change or termination by agreement of the parties, or offer, acceptance or any other manifestation of intent be effected not in writing, but in any form, does not apply, if one of the parties has his own company in the country, which is a Contracting State, but made a statement, in accordance with article 96 of the Convention. The parties may not derogate from this article or change it. Article 13 this Convention "written form" includes telegram and telex. Part II. 14. Conclusion of the contract article 1) for one or more specific persons addressed the proposal is an offer to contract, if it is sufficiently defined and expressed the determination to accept the oferent case to consider myself an obligation uzņēmušo. A proposal is sufficiently definite if it is defined on the item and is directly or indirectly fixed quantity and price, or procedures have their identification. 2) proposal, which addressed to undetermined person, is seen only as a proposal to make an offer, if only the person who committed such a proposal is not directly indicated. Article 15 1) Offer is effective from the moment when it is received by the addressee of the offer. 2) Oferent may cancel an offer, even if it is irrevocable, in the case where the notice of cancellation to the addressee of the offer received before or at the same time the same offer with it. 16. Article 1) as long as the contract has not been concluded, the offer may be revoked if the recipient of the notice of offer revocation is received before accepting it. However, the offer of 2) cannot be revoked: (a)), by establishing a certain, if an offer acceptance period or otherwise indicate that it is irrevocable; or (b) if the addressee of the offer) had reasonable grounds for believing an offer of irrevocable, and the addressee of the offer is the appropriate action. Article 17 Offer, even if it is irrevocable, shall cease to be valid if oferent receives the notification of the rejection of the offer. 18. Article 1 of the recipient of the notice of Offer) or its other operations, which expressed consent to the offer is accepted. Silence or inaction are not in themselves acceptable. 2) Offer acceptance takes effect at the moment when oferent received the specified consent. Acceptance is not valid if the oferent does not receive consent within the time limit set by them, or, if no time limit is specified, then within a reasonable time, in this case, having regard to the circumstances of the transaction, including the means of communication used by the oferent speed. The acceptance of the oral offer immediately if it is not apparent from the circumstances. 3) However, if, in accordance with the offer or as a result of the practice, which the parties fixed their mutual relations, or as a result of the custom recipient of the offer, no oferent, you can express consent by some action, such as making a transaction relating to the shipment or the acceptance of the payment of the price shall enter into force at the moment when such action is carried out, provided that it is made in the period provided for in the previous paragraph. 19. Article 1) a reply to an offer, which aims to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer, and pretofert. 2) but the response to the offer, which aims to be an acceptance but contains complementary or different rules, which are rules of the offer does not change significantly, causing the acceptance, if only oferent without unjustified delays in verbal protest against those not dissent or send notice of it. If he does not do it, then the terms of the contract will be the rules of the offer, which includes the changes that contain acceptance. 3) On the rules of the relevant offer for moderating are regarded as additional or different terms, which relate inter alia to price, payment, quality and quantity of the goods, place and time of delivery, the scope of responsibility of one party of the other party or in front of the dispute. 20. Article 1) Accept, which is specified by the oferent telegram or letter, beginning with the moment when the telegram released for consignment or with the date of the letter, or, if no such date is specified, the date shown on the envelope. If accepted, the deadline specified by the telephone oferent, TTY or by other similar means of communication, the acceptance period shall start running from the moment the offer received by its recipient. 2) during the term of acceptance by the public holiday within a holiday this will be included in the calculation of the period. However, if a notice of acceptance cannot be delivered at the address indicated in the oferent on the last day of term, due to the fact that this day oferent the location of the company is a public holiday or a holiday, the deadline is extended until the first following working day. 21. Article 1) Late acceptance, however, retains the power of acceptance, if the oferent does not hesitate to verbally notify the addressee of the offer or send him a corresponding notification. 2) or otherwise from a letter written notification that includes the late acceptance shows that it has been sent in such circumstances that if its transmission had been normal, then it would be received on time, delayed acceptance remains in force if oferent accept without hesitation not to announce the offer orally to the addressee that he considers his offer of unenforceable, or not send him for that statement. Article 22 acceptance may be canceled, if a notice of cancellation of oferent received earlier or at the same time that the acceptance would have become effective. Article 23 the contract is considered concluded at the moment when an acceptance of an offer shall enter into force in accordance with the provisions of this Convention. Article 24 This Convention the purposes of part II of the notice of acceptance of an offer, or any other expression of will of the recipient are considered "received" when they communicated orally to him or delivered in any way him personally, to his company, or his address or, if he has no business or mailing address, to his permanent place of residence. Part III. -Sales of goods purchase of chapter I. General provisions article 25 the one hand prevent infringements of the Treaty is essential if it causes harm to the other party that the other party loses it to a large extent, with which it had a right to expect under the contract, except where the provisions of the Treaty violated the party had anticipated such an outcome, and a reasonable person acting in analoģisko circumstances, would have anticipated. Article 26 a notice of termination is effective only if it is communicated to the other party's statement. Article 27 of this Convention, Where one part III is not directly intended otherwise, in case the party has supplied or done message, request or other shipments in accordance with this Convention and with the given conditions, necessary tools, delay or error in the consignment or transport it to the intended location of the party does not deprive the right to refer to your post. Article 28 If, in accordance with the provisions of this Convention, one party is entitled to require from any obligations of the other party, the Court's duties do not include the adoption of the decision on the specific implementation, except when the courts do so based on the clarification of the purchase shall apply by analogy in respect of the sales contracts, which are not governed by this Convention. 29. Article 1) a contract may be modified or terminated by agreement of the parties just. 2) written contract containing a provision which requires that any changes to the agreement or termination of the agreement between the parties is done in written form, can not otherwise be changed or terminated by agreement of the parties. However, the parties may deny it the ability to refer to the specified rule to the extent that the extent to which the other party relied on that conduct. Chapter II. Obligations of the seller article 30 the seller must deliver the goods, must be handed over documents relating to the item and property rights in the goods under the contract and this Convention. (I) section. Delivery and service of documents article 31 If the seller's responsibilities do not cover the goods delivery in any other particular place, his obligation of delivery are the following: (a) the purchase-sales) if the contract provides for the transfer of the goods to the first carrier the goods transfer, transfer to the buyer; (b)) if in cases which are not provided for in the preceding subparagraph, the contract relates to specific goods, or to not distribute a product that is to be removed from the specific items or manufactured or produced, and the conclusion of the contract the parties knew at the time that the item is located, or it must be constructed or manufactured in a specific location, the placing of the goods at the disposal of the buyer on the site; c) in other cases, the placing of the goods at the disposal of the purchaser instead, which at the time of conclusion of the contract was a selling company. 32. Article 1) if the seller, in accordance with the contract or this Convention, shall be forwarded to the product carrier and if the objectives of the Treaty are not accurately identified, with the marking of loading documents or otherwise, the seller must make available to the purchaser the shipment notification, the goods. 2) if the seller is obliged to ensure the transport of the goods, he must conclude contracts, which are necessary for carriage of the goods to the delivery location, using the given circumstances, the required transport and on the rules, which are usually for such transportation. 3) if the seller responsibility does not include goods insurance, transport it, his duty is at the purchaser's request, to transfer all existing information, you need that insurance to the buyer. Article 33 the seller must deliver the goods: (a) if the contract or) allows you to determine the delivery date, this date. (b) if the contract or) allows you to determine the delivery time period — any time within this period if one of the conditions, it does not seem that the delivery date is determined by the buyer; or c) in any other case, within a reasonable time after the conclusion of the contract. Article 34 if the seller is obliged to transfer documents relating to a product, it has to be made in time, place and form, which is required in the contract. If the seller has transferred the documents earlier than the specified time, he may, up to this time the end to prevent any non-conformity of documents, provided that they exercise this right, the buyer is procured unreasonable inconvenience or unreasonable expense. The buyer, however, are stored in the right to request compensation in accordance with this Convention. (II) section. Product compliance and third party rights article 35 1) it is the duty of the seller to deliver the goods, which for the quantity, quality and description correspond to the requirements of the agreement, and which the packaging comply with the provisions of the Treaty. 2) except where the parties have agreed otherwise, the goods do not comply with the provisions of the Treaty, it shall: (a)) is not a valid purposes for which goods of the same description is commonly used; (b)) is not valid for any particular purpose for which the seller directly or indirectly was notified of the conclusion of the contract, except where the circumstances arise that the buyer did not rely, or he was not reasonable to rely on the seller's expertise and judgment; (c)) does not contain the item properties, which the seller fee to the buyer as a sample or model; d) not packed goods accepted way, but in the absence of such a way, which is necessary for the conservation and protection of this product. 3) seller does not reply in accordance with the preceding paragraph (a), (d)) on) any product non-conformity, if at the time of conclusion of the contract the buyer knew or could not be unaware of the lack of conformity. 36. Article 1) Seller is liable in accordance with the contract and this Convention for any lack of conformity of the goods, that is the time when the risk to pass to the buyer, even if the lack of conformity becomes apparent only later. 2) responsible for any Seller like goods, which occurs after the specified in the preceding paragraph and are the consequence of his actions, which he violated any of its commitments, including any breach of the warranties that guarantee that it or other items during the period will be valid for ordinary purposes, or for a particular purpose or will retain specified qualities and quality. Article 37 early delivery in the event the seller retains the right to expected delivery date to deliver the goods missing part or quantity, or a new item the goods supplied if the latter does not comply with the provisions of the Treaty, or to prevent any non-conformity of the delivered goods, provided that they exercise this right, the buyer will not cause excessive discomfort or excessive costs. However, the buyer retains the right to claim damages under this Convention. 38. Article 1) the buyer must examine the goods, or view them in such a short time that is given to practical circumstances. 2) If the contract provides for the carriage of the goods, examination may be deferred until the goods delivery to the place of delivery. 3) if the delivery location is changed, from the road, the item or if the item is transferred to the buyer, and the buyer had no reasonable opportunity to view it, but the seller knew at the time of conclusion of the contract or should have been aware of such changes or transfer, goods inspection may be deferred until it arrives at a new place of delivery. 39. Article 1) the buyer loses the right to rely on lack of conformity of the goods if he does not send the seller a message that contains data about the nature of the lack of conformity, within a reasonable time after the buyer has discovered it or when they had to disclose. 2) in any event, the buyer loses the right to rely on lack of conformity of the goods if he does not send notification to the seller not later than two years within the period from the date when the product was actually transferred to the buyer, unless this time limit is inconsistent with a contractual period of guarantee. Article 40 the seller is not entitled to rely on article 38 and 39 if the lack of conformity of the goods associated with the facts which he knew or could not know that he has not found a buyer. Article 41 is the duty of the Seller to deliver the goods free of any third-party rights or interests, except where the buyer has agreed to accept the rights or interests of the related item. However, if such right or interest based on industrial property or other intellectual property, the seller's obligation governed by article 42. 42. Article 1) it is the duty of the Seller to deliver the goods free of any third-party rights or interests based on industrial property or other intellectual property for which the seller knew at the time of conclusion of the contract or could not know, provided that such rights or interests based on industrial property or other intellectual property: (a)) at its national law, that the goods will be resold or otherwise used If at the time of conclusion of the contract the parties were satisfied that the goods will be resold or otherwise used in that State; or b) in any other case, under the law of the country in which the buyer of the company. 2), the seller provided for in the preceding paragraph shall not apply where: (a)) at the time of conclusion of the contract the buyer knew or could not be unaware of the right or interest; or (b)) the right or interest is a consequence of the fact that the seller by the buyer go follow technical drawings, designs, formulae or other raw data. 43. Article 1) the buyer loses the right to rely on article 41 or 42. rules, if he does not send the seller a message that contains data about the third party's rights or interests in nature, within a reasonable time after he learned or had to know about such rights or interests. 2 the seller is not entitled) to refer to the provisions of the preceding paragraph, if he knew about the third party's right or interest and of the nature of the rights or interests. Article 44 despite article 39 and paragraph 1 of article 43 1 of the rules, the buyer may reduce the price in accordance with the provisions of article 50 or claim damages, except for the reimbursement of the benefits, if he has a reasonable excuse for the fact that he has not given the required notice. Title III. Means of legal protection in case the seller violated article 45 1 of the agreement) if the seller does not fulfil any of its obligations of the contract or this Convention, the buyer is entitled: a) realize 46. — 52. the rights provided for in the articles; (b)), seeking damages as provided in articles 74-77. 2) if the buyer exercises his right to other remedies available to it, it does not deprive him of the right to claim damages. 3 the arbitral tribunal or the Court) cannot give the seller any extension when the customer uses one of the remedies that facing a breach of contract. 46. Article 1), the buyer can request from the seller of his obligations unless the buyer does not apply remedies, which is incompatible with such a claim. 2 If the item does not conform to) the terms of the contract, the buyer may require the exchange of the goods only if the lack of conformity constitutes a fundamental breach of contract, and the requirement of the exchange of goods is logged together with the notice, who sent in accordance with article 39 or within a reasonable time after that. 3 If the item does not conform to) the terms of the contract, the buyer may require the seller to fix the discrepancies, except when it would not be reasonable, having regard to all the circumstances. Claim for goods non-compliance with the provisions of the prevention to be submitted together with the notice, who sent in accordance with article 39 or within a reasonable time after that. 47. Article 1), the buyer can determine the seller reasonably long additional period of his obligations. 2) except when the buyer received from the seller's declaration that he will not exercise performance in this way, the buyer within the time limit set by this term can not exercise any legal remedies against infringements of the Treaty. But the buyer, therefore, does not lose the right to claim damages for non-compliance with the deadline. 48. Article 1) provided that they comply with article 49, the seller, even after the date fixed for delivery of their personal features can prevent any failures of his obligations, if he can do so without undue delay and without causing undue inconvenience to the buyer or security in respect of the costs incurred by the buyer for compensation from the seller. However, the buyer retains the right to claim damages under this Convention. 2) if the seller requests the buyer to announce whether he will accept performance and the buyer does not comply with this request within a reasonable period, the seller may exercise the Executive term specified in his request. During this period, the buyer is not entitled to use remedies that are incompatible with the obligations of the seller. 3) if the seller shall notify the buyer that he will realise the execution deadline, it is considered that such a notice also contains a request to the buyer to notify its decision under the preceding paragraph. 4) request or notification to the seller, in accordance with paragraph 2 and 3 points, if the buyer has not received it. 49. Article 1), the buyer may declare the termination of the contract: (a)) if the seller does not comply with any of your contract or laid down in this Convention commitments, and this causes a substantial breach of the contract; or (b) delivery of the goods) in case the seller fails to deliver the goods in addition to the term, which the buyer specified in accordance with paragraph 1 of article 47 or declares that he will not take delivery in this way within the time limit. 2) However, if the seller has delivered the goods, the buyer loses the right to declare the termination of the contract, if he did not do: a) for delivery delays, the reasonable period of time after he learned that the supply is made; (b)) in relation to any breach of contract, except delivery delays — within a reasonable period of: i) after he knew or should have know of such breach; II) for additional, which the buyer specified in accordance with paragraph 1 of article 47, or after the seller has declared that he will not fulfil his obligations within such an additional period; or (ii) any addition) after the expiry of which the seller specified in accordance with paragraph 2 of article 48, or after the buyer has declared that he will not accept performance. Article 50 if the item does not meet the requirements of the Treaty, whether or not the price has already been paid, the buyer may reduce the price in the same proportion that the value of the delivered item actually was at the time of the supply, refer to the value that the item at that point would have been, if the product meets the requirements of the contract. However, if the seller fixes the flaws of its obligations under article 37 or 48., or if the buyer refuses to accept performance from the seller, pursuant to those articles, the buyer may reduce the price. Article 51 1) if the seller delivers only part of the goods or if only part of the goods comply with the requirements of the Treaty, article 46 and 50 are applied for the missing part or parts that do not meet the requirements of the contract. 2) the buyer may declare the termination of the contract as a whole only if complete delivery failure or non-conformity of the goods, the requirements of the contract constitutes a substantial breach of the contract. 52. Article 1) if the seller delivers the goods before the date fixed, the buyer may take delivery or refuse from its adoption. 2) if the seller delivers a quantity of goods greater than that provided for in the contract, the buyer may take delivery or refuse delivery of the excess quantity of adoption. If the buyer accepts all or part of the excess supply, he must pay for them at the contract rate. Chapter III. Obligations of the buyer article 53 the buyer is obliged to pay the price for the goods and take delivery of the goods pursuant to the contract and this Convention. (I) section. Pay the price article 54 the buyer's obligation to pay the price includes taking measures and formalities which may be required under the agreement or pursuant to laws and regulations, to make possible the payment therefrom. Article 55 in those cases where the contract was concluded in a legally proper way, but it is not directly or indirectly fixed the price for its determination or not, it is considered that the parties, if there is no reference to what the other is thinking of feedback on the price, which at the time of conclusion of the contract are usually taken on the goods that were sold in similar circumstances in accordance with the commercial sector. Article 56 if the price set depending on the weight of the goods, then in case of doubt, it is calculated by the net weight. Article 57 1) if the buyer is under no obligation to pay the price in any other particular place, he must pay it to the seller: a) the seller's business location; or (b) where a payment is to be made) to a product or service, the transfer of the site. 2 Payment of the expense increase), which is caused by the seller's business location, Exchange, which took place after the conclusion of the contract, shall be borne by the seller. 58. Article 1) if the buyer is under no obligation to pay the price in any other specific period, he must pay it when the the seller, in accordance with the contract and this Convention either to the same product, either the documents relating to the goods at the disposal of the buyer. The seller can provide that product or service is only after such payment. 2) If the contract provides for the transport of the goods, the seller may send it in accordance with the conditions under which the goods or documents relating to the item, will not be released to the buyer except against payment of the price. 3) Buyer is under no obligation to pay the price until such time as she does not have a chance to look at the product, except where agreed by the parties or the order of payment of delivery are incompatible with such opportunities waiting. Article 59 is the responsibility of the Buyer to pay the price for it the day that defined or may be specified in the contract and in accordance with this Convention, without any demand or any formalities from the seller. (II) section. Acceptance of delivery of the article 60 the buyer's obligation to take delivery involves: a) all activities of his party, which could reasonably be expected of him in order to enable the seller to realize the delivery of the goods, and (b)). Title III. Means of redress, if the buyer is in breach of the contract article 61 1) If the buyer does not fulfil any of its obligations under the contract or this Convention, the seller can: a) realize articles 62-65. rights; (b)), seeking damages as provided in articles 74-77. 2) if the seller exercises its rights to other legal remedies, it does not deprive him of the right to claim damages. 3 the Court or arbitration) cannot be granted to the buyer any extension, if the seller used a legal remedy against a breach of contract. Article 62 the seller may require the buyer to pay the price, delivery or acceptance of his other obligations, unless the seller is not set to any legal remedies, the use of which is not compatible with this requirement. 63. Article 1), the seller may fix an additional period of reasonable length to the buyer of his obligations. 2) unless the seller has received the buyer's statement that he will not fulfil his obligations in a way the prescribed period, the seller can not apply this term in any legal remedies against infringements of the Treaty. However, the seller, therefore, does not lose the right to claim compensation for the extension of the period of performance. 64. Article 1), the seller may declare the termination of the contract: a) if under the contract or this Convention any failure of buyer obligations from the buyer's side is a fundamental breach of contract; or (b)) if the buyer in addition to the term, which the seller determined in accordance with article 63, paragraph 1, does not fulfil his obligation to pay the price or take delivery of the goods, or announces that he will not do it this way in a certain period. 2) but in cases where the buyer has paid the price, the seller loses the right to declare the termination of the contract, unless he would do: (a)) for the buyer missed the deadline — until then, when the seller knew of the incident; or (b)) in relation to any breach of contract, not including the time delay of the execution — within a reasonable period of: i) after the seller knew or had to know about such violations; or (ii)) after the addition, which the seller has determined, in accordance with paragraph 1 of article 63, or after the buyer has declared that it will not execute its obligations within the framework of such additional term. 65. Article 1) If under the contract the buyer is obliged to determine the shape, size, or other item in the data raksturojošo and if he fails to do so, agreed between the parties, or a reasonable time after receipt of the request of the seller, the latter may, without prejudice to any other rights, which may then be, make it according to the requirements of the buyer that may be known to the seller. 2) if the seller even draw up specifications, his duty is to inform the buyer in detail about its contents and specify a reasonable period during which the buyer can create another specification. If, after receiving notice of the seller, the buyer can not do this way, a specification that drawn up by the vendor, will become mandatory. Chapter IV. Risk of transition article 66 loss of or damage to the goods after the risk has passed to the buyer, release him from the obligation to pay the price, if only for the loss or damage was not due to the negligence of the seller or the activities caused. 67. Article 1) where purchase-sales contract provides for a transfer of the goods and the seller is not obliged to put it in a particular place, the risk goes to the buyer when the goods pass to the first carrier for transmission to the buyer of the goods under the contract of sale of the purchase —. If the seller is obliged to transfer goods to a carrier at a particular place, the risk does not pass to the buyer until the goods are not released for the carrier in this place. The fact that the seller is authorized to keep on the product-specific documents, do not affect the passing of the risk. 2) Nevertheless, the risk does not pass to the buyer until the goods given the objectives of the Treaty, it is not precisely identified, by highlighting the loading documents, to send a notification to the buyer or otherwise. Article 68 the buyer takes the risk that the goods sold it from the road, from the conclusion of the contract. However, if the circumstances so indicate, the risk of the buyer from the time the item is transferred to the carrier who issued the transport contract documents. However, if the purchase-sales contract at the time the seller knew or had to know that the item is lost or damaged, and he announced it to the buyer, the nozaudējum or damage includes the seller's risk. 69. Article 1) in the cases not covered by article 67.68. provisions and risk pass to the purchaser at the time when he has accepted the goods, or, if he does not, from the time the item passed to him and he allows a breach of contract by not accepting delivery. 2) However, if the purchaser is obliged to accept the item not in the place where the seller's company, but in any other place, the risk of switch, when the delivery period and the buyer is informed that the item passed to him in this place. 3) where a contract relates to another unidentified product, it is considered that the item is not passed to the buyer, as long as the objectives of this agreement are not clearly identified. 70. article if the seller made a significant breach of contract at .68, 67 and 69 of the regulations does not affect the result of the buyer's possession of infringement remedies. Chapter v. Provisions common to the obligations of the buyer and seller of title I. The expected breach of contract and contracts for delivery of goods in separate parts of the article 71 1) a party may suspend the performance of his obligations if, after the conclusion of the contract, it becomes apparent that the other party does not fulfil a significant part of its obligations: (a)) that the party fails to fulfil the obligations or unable to pay; or (b)) the behaviour of the parties when preparing or realizing the implementation of the contract. 2) if the seller has already dispatched the goods before the grounds referred to in the previous paragraph of the opening, he will not allow the transfer of the goods to the buyer, even if the buyer has a document that gives him the right to receive the item. This section only applies to the rights to the product in the relationship between the buyer and the seller. 3) party suspends execution, regardless of whether it is done to or by sending the goods, must immediately send a notice to the other party and must continue with performance if the other party shows sufficient guarantee of their obligations. 72. Article 1) If, before the date of performance of the contract it is clear that one of the parties would make a substantial breach of contract, the other party may declare the termination of the contract. 2) If time allows, the party has decided to announce the termination of the contract, reasonable notice must be sent to the other party, to give her a chance to present a sufficient guarantee of their obligations. 3 requirements of the previous paragraph) do not apply if the other party stated that it did not fulfil their obligations. 73. Article 1) If, in the case where the Treaty provides for the delivery of goods in separate lots, one of the parties does not fulfil any of its obligations in respect of any part of the supply of goods, and this failure is causing significant breach of contract in relation to this part, the other party may declare the termination of the contract for delivery of the goods. 2) if one of the parties does not comply with any of its obligations in respect of any part of the supply of goods, and it gives the other party a reasonable cause to believe that a violation of the Treaty will be essential for the delivery of goods nākošaj parts, they can announce the termination of the contract in the future, provided that she'll do it within a reasonable time. 3) Buyer who announces the termination of the contract in respect of a part of the delivery, you can at the same time announce the termination for already delivered or to be delivered late, if it results in the mutual links may not be used for the purpose for which the party had provided at the time of conclusion of the contract. (II) section. Article 74 losses losses arising from the party not in compliance with the Treaty, consist of amounts equal to those losses, including the benefits obtained from the other party, in violation of the Treaty. Such losses may not exceed the loss which the party in breach of the contract, the contract envisaged at the time or that it should have been foreseen as a possible consequence of breach of the Treaty, having regard to the circumstances, for which she knew at the time or for which she needed to know. 75. article if the contract is broken and if a reasonable manner and within a reasonable period of time after termination the buyer has bought another product on the site or seller sold the goods, the party claiming damages may recover the difference between the contract price and the price after the deal in place, as well as any additional damages which may be claimed, on the basis of article 74. 76. Article 1) if the contract is broken and if the current price of a given item, the party seeking indemnification, if it has not made a purchase or a sale to another in accordance with article 75, can request the difference between the price set in the contract, and the price at the time of termination, as well as any additional damages which may be claimed, on the basis of article 74. However, if a party requesting damages, break the contract after acceptance of the goods, the price at the time of the breach of contract is appropriate to the time of acceptance. 2 the purposes of the preceding paragraph) the current price is the price, which mostly exists in the place where it was to take delivery, or, if this space does not exist in current prices, the price of the other place, which serves as a reasonable substitute, taking into account the costs of transportation of goods. Article 77 the party who relies on a breach of contract must take such measures that are reasonable in the circumstances given the loss, including the reduction of the resulting benefits that have occurred as a result of breach of contract. If she does not take such measures, the agreement violated the party can claim a reduction for the quantum of damages to be amount by which they could be reduced. Title III. Article 78 interest if the party made a time delay of prices or other amounts paid to the other party is entitled to interest from that amount, without prejudice to any claim for damages that may be claimed on the basis of article 74. Section IV. Exemption from liability 79 article 1) party is not responsible for any failure of its obligations, if proven, it was the barrier would cause that the party cannot control, and that the party could not reasonably expect that the taking into account of the obstacles of conclusion or avoidance of this obstacle, or obstacle, or the consequences of it. 2) If a party has failed to fulfil its obligations because the execution is not carried out by a third person, whom she engaged the whole or part of the contract, that party is exempt from liability only if: (a)) she is exempted from liability under the preceding paragraph; and (b) the person involved) he would have been released from liability if a specified dot rules would apply in respect of that person. 3) discharge provided for in this article, is restricted to the period during which the impediment exists. 4) a party who does not fulfil his obligations, must be sent to the other party notice of the impediment and its effect on the party's ability to carry out the execution. If the other party has not received this notification within a reasonable period of time after this barrier became or should have become known to the party who do not fulfil their obligations, the latter Party shall be responsible for the loss, which is a consequence of the fact that such notification was not received. 5) Nothing in this article shall prevent either party to exercise any right, other than a request for damages in accordance with this Convention. 80. Article party cannot rely on the other party's failure to respect as much as this failure caused by the first party's Act or omission. Title v. Consequences of breach of contract article 81 1) breach of contract released both parties from their obligations under the contract, retaining the right to recover damages which you may pay. Termination shall be without prejudice to any provisions of the Treaty relating to dispute settlement procedures or the rights and obligations of the parties to the agreement termination. 2) party which fulfilled the contract in full or in part, may request the other party all return by the first party has supplied or paid under the contract. If both parties should enforce the return you receive, they must do it at the same time. 82. Article 1) the buyer loses the right to declare the termination of the contract or to claim the goods from the seller to the buyer, if the applicant is unable to return the product in the State in which he has received. 2) previous paragraph does not apply: (a) if the impossibility of return) product or return the product in the State in which the buyer received them is not due to his act or omission; or (b) if the item or goods) part become unusable or deteriorated as a result of the inspection provided for in article 38; or (c) if the buyer) or part of the goods sold in the normal course of trade or used, or revamp the course of normal use before he was noticed by then, or he should have seen the goods do not conform to the contract. Article 83 the buyer who has lost the right to announce the termination of the contract or to claim the goods from the seller's Exchange in accordance with article 82, retains the right to all other legal remedies, which provide for the contract and this Convention. 84. Article 1) if the seller is obliged to refund the price, he must also pay interest on it, from the date of payment of the price. 2) the buyer must pass all income to the seller that the buyer has received the item or part thereof: (a)) if he shall be obliged to return the goods in whole or in part; or (b) if he could not be returned) product in whole or in part, or to return the product in whole or in part, in essence the same condition in which he received them, but he has announced the termination of the contract, or has requested from the seller the goods Exchange. Section VI. Goods preservation article 85 if the buyer admits the time delay in the acceptance of delivery or, where payment of the price and goods delivery is to take place at the same time, if the buyer does not pay the price, but product either is in the possession of the seller, or the seller is able to otherwise control the possession, the seller must take such steps as are reasonable in the circumstances should be given to the conservation of the goods. He has the right to detain the goods, while the buyer does not outweigh his expenditure. 86. Article 1) if the buyer has received the item and think to realize the right to withdraw from the contract or on the basis of the Convention, they should take such measures as are reasonable in the circumstances should be given to the conservation of the goods. He has the right to detain the goods as the seller will compensate for their reasonable expenses. 2) If the buyer sent the item was passed to him at the place designated for delivery, and he exercises the right to withdraw from it, the buyer is obliged to start selling goods on behalf of the reign, provided that it can be done without the payment of the price and without excessive inconvenience and excessive expenditure. The given provisions do not apply if the seller or a person authorized to receive the goods on his behalf, the goods at the place designated for delivery. If the buyer begins reign product based on this paragraph, his rights and obligations are governed by the preceding paragraph. 87. Article party that measures must be taken to save the item, you can put them in a warehouse of a third party on the other hand, if only the invoice associated costs are not unreasonable. 88. Article 1) the party who is obliged to take measures for the conservation of the goods in accordance with articles 85 and 86.., it can sell in any appropriate manner if the other party does not reasonably slow start to dominate a product or take it back, or pay the price or save expenses, provided that the other party was sent to the reasonable notice of intention to sell. 2) if the item is perishable or if its preservation is causing excessive damage, the party to which you want to save the item, in accordance with article 85, 86 and must make reasonable arrangements for the sale. Possible for her to be sent to the other party notice of its determination to make a sale. 3) the party who has the right to sell, to withhold from the amounts obtained in the part that is equal to the reasonable expenses of preserving the goods and sales. The balance she must make available to the other party. Part IV. Final provisions article 89 on the depositary of this Convention shall be appointed by the Secretary-General of the United Nations. 90. Article this Convention shall not prevail over any international agreement that has been concluded or may be concluded and which contains provisions on matters which are the subject matter of this regulation, the Convention provided that parties belonging to companies, countries-participants of such an agreement. 91. Article 1 of the Convention) open for signature by the United Nations international sales contract of purchase — the closing session of the Conference; It will remain open for signature by all States of the United Nations Headquarters in New York until 30 September 1981. 2) signatory countries to the Convention, it is subject to ratification, acceptance or approval. 3) this Convention is open for accession by all States to the objective of the it is not signed as of the date it is open for signature. 4) instruments of ratification, acceptance, articles approval and accession shall be deposited with the Secretary-general of the United Nations. 92. Article 1) Contracting State signed the instruments of ratification, acceptance, approval or accession, may declare that part II of this Convention will not be binding on him or that part III of this Convention shall not be binding on her. 2) Contracting State in accordance with the preceding paragraph made a statement regarding the Convention, parts II and III will not be considered a Contracting State to this Convention in accordance with article 1, paragraph 1, in respect of matters which are regulated in the Convention share in this statement is true. 93. Article 1) If a Contracting State consists of two or more territorial units in which, according to its Constitution, different systems of law in matters that are the subject of this Convention, then the adjustment of its signature, ratification, acceptance, approval or accession, the moment can declare that this Convention is applied to all its territorial units or only to one or more of them and may modify your statement the other statement at any time. 2) these messages are communicated to the depositary, and must be clearly indicated those territorial units to which the Convention is applied. 3) If according to the notice, which in accordance with this article, this Convention is applied to one or more territorial units, but not to any Contracting State if the territorial entities and parties company in that country, then for the purposes of this Convention, it is considered that this company is not located in a Contracting State only if it is not located in a territorial unit to which this Convention applies. 4) If a Contracting State shall not be made a notification in accordance with paragraph 1 of this article, the Convention is extended to all territorial units of that State. 94. Article 1) and several Two Contracting States applicable by analogy or similar provisions with respect to the matters governed by this Convention, it may at any time notify the non-applicability of the Convention to sales contracts of purchase — or their closure in cases where the parties ' commercial businesses located in these countries. Such notifications may be made jointly or both sides making unilateral announcements on a reciprocal basis. 2) Contracting State with respect to the matters governed by this Convention, the provisions of which are the analogous or similar to one or more States which are not parties to this Convention may at any time notify the non-application of the Convention — the purchase contract of sale or closing cases when the parties ' facilities are located in these countries. 3) where the State to which the statement is made in accordance with the preceding paragraph, later becomes a Contracting State, then the notice with the date on which this Convention enters into force in respect of the new Contracting State, such notification, which in accordance with paragraph 1, provided that the new Contracting State joins in such declaration or makes a reciprocal unilateral statement to the Foundation. 95. Article any State depositing its instrument of ratification, acceptance, approval or accession, declare that it will not be bound by article 1 of the Convention paragraph 1 (b). the provisions. 96. Article the Contracting State whose legislation requires contracts of sale to purchase — are closed, or approved in writing may at any time make a notification in accordance with article 12 of this Convention that any 11, article 29 or part II of the regulations, which permit to purchase, contract of sale, change or termination of the agreement between the parties or an offer, acceptance or any other manifestation of will not be made in writing but in any form, is not acceptable if one of the parties has his own company in the country. 97. Article 1) made in accordance with this Convention, proclamations, the signing time, must approve the instrument of ratification, acceptance or approval. 2 notices and notice of confirmation) is committed to written form, and are officially communicated to the depositary. 3) the notification shall take effect simultaneously with the entry into force of this Convention for the State concerned. But the announcement that the official report of the depositary receives after such entry into force, shall enter into force on the first day of the month following the expiry of six months after the date on which it is received by the depositary. Unilateral statements made on a reciprocal basis, and which are made in accordance with article 94, shall enter into force on the first day of the month following the expiry of six months after the date on which the Depositary Government has received the last statement. 4) any country which has made a notification in accordance with this Convention may withdraw it at any time with a written official report addressed to the depositary. Such refusal shall enter into force on the first day of the month following the expiry of six months after the date on which the Depositary Government has received the message. 5) notice recall that in accordance with article 94, the following cancellation effective date creates a mutual notification of the expiry of that other State done in accordance with this article. Article 98 no reservations except those that are specifically for in this Convention. 99. Article 1) this Convention shall enter into force, subject to compliance with paragraph 6 of this article, the provisions of the first day of the month following the expiry of twelve months after the date on which it is deposited in the tenth instrument of ratification, acceptance, approval or accession, including a document that contains a notification in accordance with article 92. 2) If a State ratifies, accepts, approves or accedes to this Convention after it tenth instrument of ratification, acceptance, approval or accession, this Convention, deposited with the exception of the part not accepted shall enter into force in respect of a given country provided that you comply with this article, the provisions of paragraph 6, the first day of the month following the expiry of twelve months after the date on which the deposited its instrument of ratification, acceptance, approval or accession. 3) State which ratifies, accepts, approves or accedes to this Convention, and which are parties to the Convention on the law of trademarks the uniform international sales-purchase contracts, which was adopted on 1 July 1964 in Hague (1964 Hague Convention on contract), or a member of the Convention on common law on the international sales of goods purchases: adopted July 1, 1964 in Hague (1964 Hague Convention relating to purchases, sales) , Member, or both, at a party Convention denounced, depending on the circumstances, one or both of the Hague Convention — the 1964 Hague Convention on sales purchases — and the 1964 Hague Convention on contracts by notifying the Government of the Netherlands. 4) — the 1964 Hague Sales Convention — a party purchases, which ratifies, accepts, approves or accedes to this Convention, and in accordance with article 92 shall be made or have already made a declaration that part II of this Convention shall not be binding on him, when ratifying, accepting, approving or acceding to this Convention, the denunciation of the 1964 Hague Convention on sales purchases — by notifying the Government of the Netherlands. 5) — the 1964 Hague Convention for Contracting Parties, when ratifying, accepting, approving or acceding to this Convention, and in accordance with article 92 shall be made or have already made a declaration that part III of this Convention shall not be binding on him, when ratifying, accepting, approving or acceding to this Convention, the denunciation of the 1964 Hague Convention on contracts by notifying the Government of the Netherlands. 6) for the purposes of this article, this Convention ratification, acceptance, approval or accession of the States party to it, which is the 1964 Hague Convention for contracting parties or the 1964 Hague Sales Convention — parties to purchase, shall not enter into force until such time as such a denunciation that may be required of those countries with regard to the last two conventions will not take effect. Depositary this Convention shall consult with the Government of the Netherlands, who is the depositary of the Convention, 1964, in this context, to ensure the necessary coordination. 100. Article 1) contracting the Convention applies only in cases where the proposal on conclusion of the contract is done it the day or after this Convention enters into force in respect of States which are Contracting States, and which are mentioned in article 1, paragraph 1 (a) in, or in relation to a Contracting State that is referred to in article 1, paragraph 1 (b) above. 2) this Convention shall apply only to contracts concluded on or after the date when this Convention enters into force in respect of States which are Contracting States, and which are mentioned in article 1, paragraph 1 (a) in, or in relation to a Contracting State referred to in article 1, paragraph 1 (b) above. 101. Article 1) Contracting State may denounce the This Convention, this Convention, or (II) or (iii) by sending a formal written report to the depositary. 2) denunciation shall take effect on the first day of the month following the expiry of twelve months after the date on which the Depositary Government has received the message. If the message contains a long denunciation of the entry into force of the period, the denunciation shall take effect upon the expiry of this extended period after that, as the depositary received the message. ADOPTED in Vienna in the early 1980s, the tūkstotš nine hundred and eleventh of April of the year in a single copy, of which the Arabic, Chinese, English, French, Russian and Spanish texts are equally authentic. APPROVED by the undersigned authorised representatives that are authorised by the Government respectively, have signed this Convention.