paragraph 1 of article 1 to 88 and 100 of the United Nations Convention
11 april 1980 on contracts for the international sale of
goods must be in the original wording of the texts of law here in
the country. The original texts shall be equally authentic.
The Convention's English and original French lyrics are
together with a Swedish translation as an annex to this
team. The texts of the other original languages – Arabic, Chinese,
Russian and Spanish – see Sweden's agreements with
foreign powers (SUN 1987:87). Law (2011:852).
section 2 of the Act shall not apply if both the seller and the buyer have their
business locations in Denmark, Finland, Iceland, Norway or Sweden.
If a party has more than one place of business, that place should be taken into account
to which the agreement, and its performance has its closest
affiliation. If a party has no place of business,
respect be paid to the party's habitual residence. Law (2011:852).
Annex
Translation
The United Nations Convention on 11 april 1980 on contracts for the
the international sale of goods
The Contracting States,
having regard to the General objectives of the United Nations sixth extra
the General Assembly adopted resolutions 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 for the promotion
of friendly relations between States,
considering that the adoption of uniform rules, which apply to contracts for the
the international sale of goods, and takes into account the various social, economic and
legal system, would help to eliminate legal obstacles in
international trade and promote its development;
have agreed as follows:
PART I
SCOPE OF APPLICATION AND GENERAL PROVISIONS
Chapter I
Scope of application
Article 1
1) This Convention applies to contracts of sale of goods between
partners, whose business centers are located in different States:
a) when the States are Contracting States; or
b) when the rules of private international law lead to the law of a
a Contracting State shall be applied.
2) the fact that the parties have their places of business in different
States shall not be taken into account when that factor is not apparent from the agreement,
previous business relationship between the parties, or of information which they
have given at any time before or at the conclusion of the contract.
3) account shall not be taken of the nationality or on the place of their
or civil or commercial character of the contract when the Convention
applicability shall be established.
Article 2
This Convention shall not apply to the purchase:
(a)) of goods for the personal use of the purchaser or his family or
household, unless the seller before or at the conclusion of the contract, neither knew
or should have known that the goods were bought for any such use;
b) by auction;
(c)) at the forced sale or otherwise by operation of law;
(d)) of securities or money;
e) of ships, hovercraft or aircraft;
f) of electricity.
Article 3
1) contracts for the supply of goods to be manufactured or
be prepared to be regarded as the purchase, unless the party who orders the goods undertakes
to provide a substantial part of the materials necessary for
such manufacture or production.
2) this Convention does not apply to contracts in which the majority of
the parties ' obligations, which will deliver the goods, which is to
provide work or other services.
Article 4
This Convention governs only the conclusion of the purchase agreement and the
the rights and obligations of the seller and the buyer arising from the
such an agreement. It does not apply, unless otherwise expressly
as stipulated in the Convention:
(a)) the validity of a contract or any of its provisions or
the validity of any customary practice;
(b)) the effect which the contract may have on the ownership of the goods sold.
Article 5
This Convention does not apply to the liability of the seller for death or
other personal injury product causes.
Article 6
The parties may agree that this Convention does not apply
or, subject to article 12, derogate from or change
the effect of any of its provisions.
Chapter II
General provisions
Article 7
1) in the interpretation of this Convention, regard shall be had to its
international character and to the need to promote a uniform
the application of the Convention and the observance of good faith in
international trade.
2) matters governed by this Convention, but which are not specifically
has been resolved in the, shall be resolved in accordance with the General principles
the Convention is based on or, if such principles are missing, according to the
law applicable under the rules of private international law.
Article 8
1) for the purposes of this Convention, a party's statements and
other behavior be interpreted according to his intent where the other
the party knew or could not have been unaware of what the intention
was.
2) If the preceding paragraph is not applicable, statements made by a party
and other conduct are interpreted in accordance with the opinion that a
reasonable person in the position of the other party would have had in
the same circumstances.
3) in the determination of a party's intention or how a reasonable person
would have perceived it, shall take due account of all
circumstances of importance, such as contract negotiations, practice that has
trained between the parties, trade practices and other customary practice as well as the parties '
later behaviour.
Article 9
1) the parties are bound by customary practice, and other practice which they have
consented to and of practices which they have established between themselves.
2) unless otherwise agreed, be regarded as parties concerned of its
agreement or its component implicitly have referred to the commercial practice and
Another practice that the parties knew or ought to have known and which
in international trade are general known and regularly observed by parties
in agreements of this type at the battle of trading.
Article 10
For the purposes of this Convention shall:
a) If a party has more than one place of business, that place should be taken into account to
which the contract and its performance has its closest ties, with
regard to the circumstances in which the parties knew or expected
at any time before or at the conclusion of the contract;
b) If a party has no place of business, his must
resident.
Article 11
A contract of sale need not be concluded or confirmed in writing and
does not need to meet any other requirements as to form. It is shown on the
way, also with witnesses.
Article 12
The provisions of article 11 or 29 or part II of this Convention
that allows the purchase agreement is entered into, be amended or terminated by
agreement in other than written form or to offer, acceptance
response or any other declaration made in other than written form
will not apply where any party has his place of business in a Contracting State
that has made a declaration under article 96 of this Convention.
The parties may not interfere with or change the effect of this article.
Article 13
For the purposes of this Convention the term "written" includes also
Telegram and telex.
PART II
THE CONCLUSION OF THE AGREEMENT
Article 14
1) a proposal to conclude a contract submitted to one or more
certain persons constitutes an offer, if it is sufficiently precise and
Specifies the offeror's intention to be bound in case of acceptance
response. A proposal is sufficiently precise if it specifies the be
question and explicitly or implicitly establishes or
provides instruction on how the quantity and price to be determined.
2) a proposal that is not addressed to one or more specific persons
shall only be considered to be an invitation to tender, unless the
in particular, the proposal clearly indicates the opposite.
Article 15
1) an offer becomes effective when it comes to the successful tenderer.
2) an offer may be withdrawn even if it is irrevocable, unless
the message that is withdrawn before coming up to the tenderer
or at the same time as the offer.
Article 16
1) until a contract is concluded an offer may be revoked if
the recall comes up to the tenderer before he has dispatched an
adoption answers.
2) an offer cannot be revoked:
(a)), by a certain time for the response has been set or on
otherwise indicates that it can not be revoked; or
b) if the successful tenderer could reasonably expect that the tender could not
withdrawn and the successful tenderer has acted in reliance on the offer.
Article 17
A tender will expire, even if it cannot be revoked, then a
rejection comes up to the tenderer.
Article 18
1) a statement or other conduct by the tenderer showing that
He agrees to an offer is an acceptance. Silence or
inactivity does not in itself constitute an acceptance.
2) adoption in response to a tender shall take effect after expression of consent
coming up to the tenderer. An acceptance may not effect if
the answer will not come until the offeror within the time he has put
or, if no time has been set out, within a time that is reasonable in
due account of how fast means of communication the Tenderer has
engaged and to other aspects of the agreement. A verbal tender
must be adopted immediately, unless the circumstances.
3) However, if the successful tenderer on the basis of the tender or practice that has
trained between the parties or usage of trade, or other customs, without
to submit a notice to the applicant, showing that he agrees
to the tender through a document, such as the one relating to the
dispatch or to payment, the adoption answer effect when
the action is carried out, provided that it takes place within the time
established in the previous paragraph.
Article 19
1) a reply to an offer which is intended to be an acceptance but
which contains additions, limitations or other modifications is considered
rejection of the offer and comes as a new tender.
2) a reply to an offer, which is intended to be an acceptance but
that contain additional conditions or abnormal conditions that do not
substantially alter the terms of the tender, as well as a
acceptance, unless the offeror, without undue delay
verbally making objections to the discrepancy or dispatches a message
with the same meaning. If he does not make such an objection, the conditions
as is apparent from the tender contract terms with the changes that the adoption
the response contains.
3) additional conditions or abnormal conditions, including price,
payment, the quality and quantity, place and time of delivery,
the extent of the liability of one party to the other party
or settlement of disputes are considered to alter the terms of the offer materially.
Article 20
1) A time for delivering answers that the Tenderer has set out in a
telegram or a letter begins to run from the moment the telegram
submitted for promotion or from the date shown in the letter or,
If no such date is shown, from the postmark date. A time for
delivering answers that the Tenderer has particularly in phone calls, telex
or other means of communication immediately begins to run from the time
then the offer came up to the successful tenderer.
2) Official holidays or days off that occurs during the acceptance period
be included in the calculation of the time. However, if a message
acceptance by the tenderer is unable to delivery at the address on the last day of
the period because that day falls on an official holiday or
holiday on the tenderer's place of business, the time limit is extended to the first
subsequent working day.
Article 21
1) An acceptance that comes too late applies as well as adoption
reply, if the offeror orally without delay notifies the successful tenderer
This or send a message with the same meaning.
2) if by a letter or other written document
contains a late acceptance shows that it has been sent in
such circumstances that if its promotion had been normal,
would have reached the offeror in due time, the delayed
the answer as an acceptance, unless the offeror, without delay,
verbally notifies the successful tenderer that he considers his bid
longer apply or send a message with the same content.
Article 22
An acceptance may be withdrawn if the withdrawal reaches
the offeror before or at the same time as it adopts the answer would have
a effect.
Article 23
A contract is concluded at the moment when an acceptance of tenders,
effect in accordance with the provisions of this Convention.
Article 24
For the purposes of this part of this Convention is considered to be an offer, a
acceptance or any other statement "arrive" to
the addressee 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, to his habitual residence.
PART III
PURCHASE OF GOODS
Chapter I
General provisions
Article 25
A breach by one party is essential if it results in a
such a nuisance to the other party that it mainly robs him
what he was entitled to expect under the contract. The breach, however, is
not essential if the party is to blame for the breach is not
foresee and a reasonable person in the same position for the same
circumstances would not have foreseen such a result.
Article 26
A declaration of cancellation is only valid if it is made by a notice
to the other party.
Article 27
Unless otherwise expressly provided in this part of the Convention, apply to
where a party submits a notification, an appeal or something
other notice in accordance with this part and with the use of a with
the circumstances appropriate medium for promotion, that delay
or error by promotion of the communication or its failure to arrival
do not deprive that party of the right to invoke the message.
Article 28
If a party, in accordance with the provisions of this Convention shall have the right to
require the other party to comply with a duty, is a court not
obliged to inform judgment on naturafullgörelse, unless the Court would
do so under its own law in respect of similar purchases
not governed by the Convention.
Article 29
1) a contract may be amended or brought to an end by a
agreement between the parties.
2) a written agreement containing a provision that a change
or the cancellation of the contract must be by written
Agreement may not be amended or brought to an end by a
agreement otherwise. A party may, however, by his
actions lose the ability to invoke such provision to the extent
the other party has relied on that conduct.
Chapter II
The seller's obligations
Article 30
The seller is obliged to deliver the goods, hand over documents relating to the goods
and transfer ownership of the goods in the manner that agreement and
the Convention requires.
Title I
Delivery of the goods and handing over of documents
Article 31
If the seller will not deliver the goods at any other particular place,
made up his obligation to deliver the goods
a) if the contract requires that the goods be transported in
hand over the goods to the first carrier for transmission to the
the buyer;
(b)) If, in cases not covered by the preceding paragraph, relating
itself to a firm or to a commodity that is not definite but as
shall be taken out of a certain party, or to be manufactured or
produced and the parties at the conclusion of the contract was aware of that the goods were
or would be manufactured or produced at, a particular place, in that
refer the goods to the buyer's disposal at that place;
c) in all other cases, to put the goods to the buyer's disposal at the
place where the seller had its place of business at the conclusion of the contract.
Article 32
1) if the seller, in accordance with the contract or this Convention,
handing over the goods to a carrier and if the item has not been clearly
placed under contract by the marking of the goods, by shipping documents
or otherwise, the seller shall provide a notice to the buyer if the
the envelope with the specification of the goods.
2) if the seller shall arrange the transport of the goods, he must stop
the necessary agreements for the transport to the indicated place with after
the circumstances appropriate means of transport and on customary terms and conditions for
such shipments.
3) if the seller will not take out transport insurance for the goods, shall
He at the buyer's request, provide him any available information
necessary for him to take out such insurance.
Article 33
The seller shall avlämnd the goods:
a) If a specific time is set in or implied by the contract, in
This time;
b) If a certain period of time is specified in the contract or follows, when that
at any time during this period, unless it is apparent from the circumstances
the buyer should choose the time; or
c) in other cases, within a reasonable time after the conclusion of the contract.
Article 34
If the seller shall submit the documents relating to the goods, he shall submit the
them at the time, at the place and in the form that is provided
According to the agreement. If the seller has handed over documents before the
contractual time, he gets up to its remedy defects or
flaws in the documents, unless the exercise of that right causes
the buyer unreasonable inconvenience or unreasonable expense. Buyer retains
However the right he may have to claim damages under this
Convention.
Title II
Conformity of the goods and third party claims
Article 35
1) the seller must deliver the goods in terms of quantity, quality and art
in conformity with that agreement requires and which is also
encased or packaged on a contractual basis.
2) unless the parties have agreed otherwise, the goods
contractual only if it:
(a)) is suitable for the purposes for which goods of a similar kind in the
generally used;
b) is suitable for a specific purpose which the seller expressly or
implicitly have been told at the conclusion of the contract, except when it is clear from the
the facts that the buyer has not relied on, or had not
reasonable reason to rely on, the seller's expertise and judgement;
(c)) have the characteristics of a product which the seller has presented to the buyer
such as sample or model;
d) are contained or packaged in the manner usual for such
goods or, where there is no such use, in a manner that is
appropriate to preserve and protect the goods.
3) the seller is not liable pursuant to the second subparagraph, points (a) to (d) of
deficiencies in conformity of the goods (the wrong) that the buyer at the
the contract knew or could not have been unaware of.
Article 36
1) the seller is liable in accordance with the contract and this Convention for
error which exists at the time when the risk passes to the buyer, including
If the bug turns out only after this time.
2) the seller is also responsible for the errors that occur after it in the previous
paragraph specified time due to violation of any of his
obligations, including any breach of a guarantee that goods for a certain period of time
will remain appropriate for their common purpose, or for any
particular purpose or will retain specified qualities or
characteristics.
Article 37
If the seller has delivered goods before the agreed time of delivery,
He gets to this point in time deliver the parts taken, fill out the gaps
in the aggregate, deliver a product to replace a faulty or
correct the error in the casting product, provided that the exercise of the
This right does not cause the buyer unreasonable inconvenience or unreasonable
charge. However, the buyer retains the right he may have to claim damages
According to this Convention.
Article 38
1) the buyer shall examine the goods or cause to examine it as soon as it
in the light of the circumstances is possible.
2) if the contract requires that the goods be transported,
the investigation be deferred until after the goods have arrived at
the place of destination.
3) if the goods are redirected in transit or redispatched by the buyer
but this has had a reasonable opportunity to investigate it and the seller
at the conclusion of the contract knew or should have known of the possibility of a
such redirection or redispatch, examination may be deferred
until the goods have arrived at the new destination.
Article 39
1) the buyer loses the right to rely on the defects in the goods, if he is not in the
a reasonable time after he has noticed or should have noticed the fault
file a complaint to the seller and provide us with the nature.
2) in any event, the buyer loses the right to rely on the failure of the product if
He did not file a complaint to the seller about the defect within two years from the
time at 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 may not invoke the provisions of articles 38 and 39, on
the error relates to circumstances which he knew or could not
have been unaware and which he did not have informed the buyer about.
Article 41
The seller must deliver goods which are not burdened by any right or
any claims by third parties, unless the buyer has agreed to take
receive the goods loaded by such rights or such a requirement. If
However the right or claim is based on some industrial property offices
or other intellectual property, the seller's obligations are governed by article
42.
Article 42
1) the seller must deliver goods which are not burdened by any right of
or any claims by third parties based on any industrial
property rights or any other intellectual property which the seller knew of the
or could not have been unaware at the conclusion of the contract, in
provided that the right or claim is based on some industrial
property rights or any other intellectual property
a) under the law of the State where the goods will be resold or used
otherwise, if the parties at the conclusion of the contract foresaw that the product would
for resale or use in the State; or
b) in other cases according to the law of the State where the buyer has his
business place.
2) seller's obligations under the preceding paragraph does not extend to cases where
(a) at the conclusion of the contract) the buyer knew or could not have been
unaware of the right or claim; or
(b)) the right or claim is a consequence of the fact that the seller has complied with the technical
drawings, models, shapes, or other such specifications
the buyer has provided.
Article 43
1) the buyer loses the right to rely on the provisions of article 41 or
42, if he does not file a complaint to the seller specifying the nature of the
right or obligation within a reasonable time after he has become, or should
have become aware of the law or requirement.
2) Seller may not invoke the provisions of the preceding subparagraph if he
knew of third party rights or claims and its art.
Article 44
Notwithstanding the first paragraph of article 39 and the first paragraph of article 43
the buyer may make reductions in accordance with article 50 or claim damages with
waiver of damages for loss of profits, whether he has a reasonable excuse
for his failure to complain in the prescribed manner.
Title III
Penalties for the seller's breach of contract
Article 45
1) If seller fails to perform any of its obligations under
the contract or this Convention, the buyer may
a) exercise the rights provided for in articles 46-52;
b) claim damages under articles 74-77.
2) Buyer will not lose the right he may have to claim damages when
he exercises the right to assert any other penalty.
3) the seller cannot be granted deferment of a court or arbitral tribunal
When the buyer claims a penalty by the breach.
Article 46
1) the buyer may require the seller to fulfil his obligations, if he does not
submits a penalty that is incompatible with such a requirement.
2) if the goods are not in conformity with the contract, the buyer may require
replacement only if the error constitutes a material breach of and requirements for
redelivery is produced either in connection with a claim under article
39 or within a reasonable time thereafter.
3) If goods are not in conformity with the contract, the buyer may require that the
the seller to remedy the defect by repair, unless this is unreasonable
having regard to all the circumstances. Requirements for repair,
be produced either in connection with the complaint in accordance with article 39 or
within a reasonable time thereafter.
Article 47
1) buyer may set a reasonable extension of time within which the seller must
comply with their obligations.
2) unless the buyer has received a notice from the seller if that
He will not perform the contract within the time limit, therefore,
the buyer may not, during this time assert any sanction of
the breach. The buyer loses however not the right he may have to
claim damages due to delay in performance.
Article 48
1) subject to article 49, the seller may, even after
the time of delivery, at its own expense, rectify its failure
to fulfil its obligations, if he can do so without undue
delay and without causing the buyer unreasonable inconvenience or
uncertainty concerning the reimbursement by the seller of expenses that the buyer
have had. However, the buyer retains the right he may have to claim damages
According to this Convention.
2) if the seller invites the buyer to announce whether he will
accept performance and the buyer does not respond within a reasonable time, the seller may
carry out within the time specified in his request. The buyer may not
During this time a penalty is incompatible with the seller's
performance.
3) a message from the seller to the buyer that he will
perform within a specified period of time shall be considered to contain an appeal under
the previous paragraph to the buyer that he shall announce its decision.
4) a call or a message from the seller under the second or
the third subparagraph shall take effect only if the call or the message is received
by the buyer.
Article 49
1) the buyer may cancel the purchase:
a) if seller fails to perform any of its obligations under
the contract or this Convention and this represents a significant
breach of contract; or
b) in the event the submission has not been made, if the seller does not deliver the goods
within the additional period of time that have been exposed by the buyer under article 47 first
subparagraph, or if he declares that he will not deliver the goods
in this additional time.
2) where the seller has delivered the goods, the buyer loses the right to terminate the
the purchase, if he does not do it
a) in late delivery, within a reasonable time after he has a
know that the submission has been made;
b) at another breach than late delivery, within a reasonable time
in) after he knew or should have known of the breach
II) after the expiration of an additional period of time that the buyer has set out under
the first subparagraph of article 47, or after the seller has declared that
He will not perform its obligations within such
injury time; or
III) after the expiration of an additional period of time that the seller has specified according to
the second paragraph of article 48, or after the buyer has declared that
He will not accept performance.
Article 50
If the goods are not in conformity with the contract and whether the price already has
paid or not, the buyer may make a price reduction according to the relationship
between the actually dropped off the value of the goods at the time of delivery and
the value that a contractual be would have had at this tidunkt. If
the seller, however, to remedy its failure to fulfil its
obligations under article 37 or article 48 or if the buyer refuses the
the seller's performance in accordance with these articles, the buyer may not
make a price reduction.
Article 51
1) If the seller delivers only part of the goods or if only part of the
the casting is contractual, articles 46 to 50 apply to
the part that is missing or that are not contractual.
2) the buyer may cancel the purchase in its entirety only if failure to
deliver the goods in its entirety or in a contractual condition constitutes a
material breach.
Article 52
1) If the seller delivers the goods before the prescribed time,
buyer will receive delivery of the goods, or reject it.
2) If the seller delivers a greater amount than what has been agreed,
buyer will receive delivery of the excess quantity, or reject it.
Buyer receives delivery of all the excess amount or a part
by it, he shall pay for this under the price calculation way
terms of the agreement.
Chapter III
The buyer's obligations
Article 53
The buyer must pay for the goods and receive delivery of the such as the agreement
and this Convention.
Title I
Payment for the goods
Article 54
The buyer's obligation to pay for the merchandise also includes the obligation to
take such measures and to comply with such regulations to
payment shall be made as may be required under the agreement or the law and
provisions.
Article 55
When a valid agreement has been concluded without the express or
implicitly determines the price or give instructions on how to
be determined, the parties are considered, unless otherwise indicated by the circumstances,
implicitly have referred to the price generally charged at the time
for the contract for goods of the same kind that are sold during the comparable
conditions in the industry.
Article 56
If the price lays down after the product's weight, it shall, in case of doubt
be determined by the net weight.
Article 57
1) if the buyer does not meet payment on any other specific
place, he must pay tillsäljaren
(a)) where the seller has his place of business; or
b) if payment is to be made against the handing over of the goods or documents, where
the handover takes place.
2) the seller shall bear the costs for payment as
due to his place of business was moved after the conclusion of the contract.
Article 58
1) if the buyer shall pay the price at any other specific time,
He shall pay the seller places either the goods or the documents
to the power of disposal over the goods is linked to the buyer's
disposal in accordance with the contract and this Convention. The seller may
make such payment to the condition of the goods or the documents
shall be submitted.
2) if the contract requires that the goods to be shipped, the seller may
send it on condition that the article or document to which
the power of disposal over the goods is tied not to be handed over to the buyer
other than for payment.
3) the buyer is not obliged to pay before he has had the opportunity to
examine the goods, unless the procedures for delivery or
payment which the parties have agreed upon is incompatible with that he
get an opportunity to study.
Article 59
The buyer shall carry out payment at the agreed time or for the
time resulting from the agreement and this Convention without the request or
compliance with other formalities from the seller.
Title II
Receipt of delivery
Article 60
The buyer's obligation to accept delivery of the goods is made up
a) to take all measures that could reasonably be expected of him to
the seller must be able to deliver the goods; and
b) in taking over the goods.
Title III
Penalties for the buyer's breach of contract
Article 61
1) if the buyer fails to perform any of its obligations under
the contract or this Convention, the seller may:
a) exercise the rights provided in articles 62 to 65;
b) claim damages under articles 74-77.
2) Seller does not lose the right he may have to claim damages when
have exercised the right to assert any other penalty.
3) buyer may not be granted deferment of a court or arbitral tribunal
When the seller claims a penalty by the breach.
Article 62
The seller may require the buyer to pay the price, receive delivery of the goods
or fulfill its other obligations, unless the seller has made
regarding a sanction that is incompatible with such a requirement.
Article 63
1) the seller may put off an appropriate additional period within which the buyer must
comply with their obligations.
2) unless the seller has received a notice from the buyer that
He will not perform the contract within the time limit, therefore,
the seller may not, during this time assert any sanction of
the breach. The seller, however, does not lose the right he may have to
claim damages due to delay in performance.
Article 64
1) the seller may cancel the purchase:
(a)) if the buyer fails to perform any of its obligations under
the contract or this Convention and this represents a significant
breach of contract; or
b) if buyer fails to fulfil his obligation to pay or receive
delivery of the goods within the additional period of time that have been exposed by the seller under
Article 63, first paragraph, or declares that he will not
fulfill the obligation within this additional time.
2) When the purchaser has fulfilled its obligation to pay the seller loses
However, the right to declare the contract avoided unless he does so
a) for late performance by the buyer, before the seller has learned that
the performance has taken place; or
b) at another breach than late performance by the buyer, within a reasonable
time
in) after the seller knew or should have known of the
the breach; or
II) after the expiration of an additional period of time that the seller has set out under
the first subparagraph of article 63, or after the buyer has declared that
He will not perform its obligations within such
the additional time.
Article 65
1) if the buyer under the contract shall submit the specification on the form,
measurements or other characteristics of the goods but undelåter to make such
specification either within the agreed time or within a reasonable time
After he has received a request from the seller, the seller may,
without losing any other rights he may have, do
the specification in accordance with buyer's needs as far as they are known
for him.
2) If the seller makes the specification, he shall inform the buyer
about the details of it and set a reasonable time within which the buyer must
make a different specification. If the buyer, upon receiving an
such notification, do not make the specification within the thus exposed
time, the specification that the seller has made binding.
Chapter IV
Passing of risk
Article 66
Loss of or damage to the goods after the risk has passed to the
the buyer does not release him from his obligation to pay, if not
the loss or damage is the result of an action or omission of
the seller.
Article 67
1) If the contract requires that the goods be transported and the seller
not must deliver it to a particular place, the risk passes over to the buyer
When the goods are handed over to the first carrier for transportation to
the buyer in accordance with the contract. If the seller shall deliver the goods
to a carrier at a particular place, the risk does not go over to the buyer
until the goods are handed over to the carrier at that place. The
the fact that the seller has the right to withhold the documents to
the power of disposal over the goods is tied does not affect the
over time.
2) the risk is not over to the buyer until the goods are clearly assigned
to the agreement in the form of the marking of the goods, by shipping documents, by
message to the buyer or otherwise.
Article 68
The risk of goods sold while in transport today
over to the buyer at the conclusion of the contract. If circumstances suggest it,
However, the buyer shall be deemed to have assumed the risk from the time of
product övelämnades to the carrier who issued the documents that
is the basis for the contract of carriage. If the seller at the conclusion of the contract
knew or ought to have known that the goods had been lost or damaged
and has not informed the buyer that the seller bears the risk of loss,
or the injury.
Article 69
1) in the cases not covered by articles 67 and 68 runs the risk of
to the buyer when he takes over the goods or, if he does not do this in time, from
the time when the goods have been placed at his disposal and he commits
breach of contract by not receiving the delivery.
2) if the buyer is obliged to take over the goods at a location other than
the seller's place of business, runs the risk, however, as the time for
delivery is inside and the buyer knows that the goods have been placed at his
available on this site.
3) where the contract concerns a product which is not yet determined, are considered goods
not be made available to the buyer until the course has been assigned to
the agreement.
Article 70
If the seller has committed a material breach, does not limit
articles 67, 68 and 69 penalties which the buyer may rely on
because of the breach.
Chapter V
Common provisions on the obligations of the seller and the buyer
Title I
Feared a breach and progressive delivery
Article 71
1) a party may suspend the performance of his obligations if, after
the contract shows that the other party will not perform a
substantial part of his obligations as a result of
a) a serious deficiency in his performance ability, or in his
credit rating; or
b) his way to prepare the performance or execution of the agreement.
2) if the seller has already dispatched the goods when the conditions laid down in
the previous paragraph turns out, he may prevent the goods are handed over to the
the buyer, even if he is in possession of a document which gives him the right to
obtain software. This paragraph applies only to the rights to the software that
will the question of the relationship between the buyer and seller.
3) a party who suspends his performance, either before the goods have
consigned or thereafter, shall immediately inform the other party about
This and continue with performance if the other party
a sufficient security for his performance.
Article 72
1) Stands before the date for performance clearly to one of
the parties will commit a material breach, the other
Party may terminate the contract.
2) if time allows, the party intending to withdraw from the contract
in the way that is reasonable, notify the other party of its intention to
to enable this option to set an acceptable security for their
performance.
3) the provisions of the preceding paragraph shall not apply, if the other
the party has declared that he will not perform his
obligations.
Article 73
1) If goods under the agreement shall be delivered by instalments and the
one party fails to perform any of its obligations
relating to a partial delivery and this constitutes a material breach
in this installment, the other party may terminate the contract
with regard to part delivery.
2) If a party's failure to perform any of its
obligations in relation to a partial delivery gives the other party good grounds to
assume that material breach will occur with regard to
future installments, that party may withdraw from the contract with regard to the future
partial deliveries, provided that he does so within a reasonable time.
3) a purchaser who cancels the contract in respect of a part delivery, at the same time
terminate with respect to partial deliveries that have already been delivered or future
deliveries, if part deliveries because of their mutual connection not
could be used for the purpose for which the Parties anticipated at the
the conclusion of the contract.
Title II
Damages
Article 74
Damages for breach of contract by one party shall be paid in an amount
equal to the loss, including loss of profit, that the other
the party has suffered as a result of the breach. The damages must not
exceed the loss which the skadeståndsskyldige at the conclusion of the contract
foresaw or should have foreseen such as, with regard to the
circumstances that he then knew, or should have known, possible
as a result of the breach.
Article 75
If the purchase is cancelled or if the buyer has made a coverage buy or seller
has sold the goods and this has been done in a reasonable manner and within a
reasonable time after the purchase was lifted, the party that requires
damages are entitled to the difference between the contract price and the price
in the coverage of purchase or sale, as well as additional compensation
damages under article 74.
Article 76
1) If your purchase is terminated and there is a current price for the goods, the party
that requires compensation and have not made a purchase of coverage or a
compensation in accordance with article 75, entitled to the difference between
the contract price and the current price at the time the purchase was lifted
as well as additional damages under article 74. If the party that requires
damages has lifted the purchase after he took over the goods, shall be
Open price at the time of the takeover will be applied instead of the usual
price then the purchase was lifted.
2) for the purposes of the previous paragraph shall open price of course
the price of the place where the goods should have been delivered or if the
There is no current price at that place, the price at another reasonably
comparable with regard to differences in transportation costs for
software.
Article 77
A party who relies on a breach of contract shall take such measures as
According to the circumstances, are appropriate to limit the loss,
including lost profits, arising from the breach. If he does not
to take such measures, the liable party may require that
the compensation is reduced by an amount equal to the portion of the loss
that should have been avoided.
Title III
Interest rate
Article 78
If a party fails to pay the price or any other amount due,
the other party is entitled to interest on the amount, without prejudice to
his right to damages under article 74.
Title IV
Grounds for relief
Article 79
1) a party is not liable for any failure to perform any of its
obligations if he proves that the failure was due to an impediment
beyond his control and that he could not reasonably have
starting with the obstacle at the conclusion of the contract or to have avoided or overcome
the impediment or its consequences.
2) if the party's failure to perform the obligation is due to a
breach by a third party that he has given a mandate to carry out the entire
the contract or a part thereof, is party freed from liability only if:
a) he is exempt under the preceding paragraph; and
b) to which he has given the mission also would be exempt from
responsibility if the provisions of that paragraph were applied to him.
3) exemption from liability under this article shall apply for the period during
the barrier is made up.
4) the party who fails to perform an obligation to inform
the other party of the impediment and its effect on his ability to
performance of the obligation. If the other party does not have a notification
within a reasonable time after the party who fails to perform
the obligation received or ought to have known of the impediment, is the
the latter Party is obliged to compensate the damage which is a result of
the other party has not received the notice in time.
5) this article shall not prevent the parties from exercising any other right than
the right to require skdestånd under this Convention.
Article 80
A party may not plead that the other party has failed to
fulfil their obligations to the extent that this is caused by an act
or omission by himself.
Title V
Effects of cancellation
Article 81
1) rescission of the purchase releases both parties from their obligations under the
the agreement with the exception of any liability. Rescission
without prejudice to the provisions of the Convention on the settlement of disputes or other
Agreement provisions concerning the rights and obligations of the parties to the
as a result of that purchase is terminated.
2) a party entirely or partially completed the purchase may require that the
other party return it as the former party has
supplied or paid under the contract. If both parties
required to return something, they must do this at the same time.
Article 82
1) the buyer loses the right to declare the contract avoided or to require the seller to
effecting a new delivery, if it is impossible for the buyer to return the
goods in substantially the same condition in which he received it.
2) the preceding paragraph shall not apply
a) if the impossibility to return merchandise or to return it
in substantially the same condition in which the buyer received it does not depend on a
Act or omission by him;
b) if the goods or part of it has been destroyed or deteriorated to the
as a result of an investigation under article 38; or
c) if the goods or part of it has been sold in the ordinary course of trade, or
consumed or changed by the purchaser under normal use before he
noticed or should have noticed the error.
Article 83
A buyer who under article 82 has lost the right to cancel the purchase or
require the seller to undertake redelivery retains the right to make any
all other penalties under the contract and this Convention.
Article 84
1) if the seller shall return the payment, he shall also pay the
interest on this amount from the day he got paid.
2) the buyer shall reimburse seller for all benefits which he has had of
product or part of it,
(a)) if he shall return the goods or part of it; or
b) if it is impossible for him to return the entire article or a
part of it, or to return all or part of the
substantially in the condition in which he received it, but he nevertheless
has cancelled the purchase or required the seller to undertake redelivery.
Title VI
Care of goods
Article 85
If the buyer is in delay in receiving delivery of the goods, or if he,
in the case that payment and delivery shall take place at the same time, does not fulfil the
charge, and the seller is either in possession of the goods
or will dispose of it in any other way, the seller shall take with
reasonable efforts in the circumstances to take care about the product.
He has the right to retain the goods until the buyer has replaced him
for reasonable costs.
Article 86
1) if the buyer has received the goods and intends to exercise any
entitled under the contract or this Convention to reject it, he shall
take reasonable steps in the circumstances to take care
If the item. He has the right to retain the goods until the seller has
replaced him for reasonable costs.
2) if the goods have been dispatched to the buyer have been placed at his/her
disposal at the place of destination and he exercises the right to reject it,
He shall take care of the goods on behalf of the seller, provided
that this can be done without the goods is paid and without unreasonable inconvenience
or unreasonable cost. This provision does not apply if the seller
or someone who has the right to take care of the goods for the account of the seller
available at the place of destination. If the buyer takes care of the goods under this
paragraph, apply the previous paragraph on his rights and
obligations.
Article 87
A party shall take measures to take care if the article gets put up
it in someone else's inventory on the other party's expense, during the
provided that the cost of this is not unreasonable.
Article 88
1) A party who is to take care of the goods in accordance with article 85 or 86, the
sell it in an appropriate way, if the other party has taken unfair long
taking care of the goods or to withdraw the goods or to pay
for the article or for health care costs, provided that the other
party in a reasonable time has been informed of the intention to sell the goods.
2) if the goods are subject to rapid deterioration or if the care of would
entail excessive costs, a party shall take care of the goods
in accordance with article 85 or 86 shall take reasonable efforts to sell it. In
where possible, he shall notify the other party of its
intention to sell the goods.
3) a party who has the right to sell the goods by revenue from
sales withholding an amount to cover reasonable costs for
the care of the product and sales. He is liable to pay the excess
to the other party.
Part IV
FINAL PROVISIONS
Article 89
The Secretary-General of the United Nations is hereby designated as the depositary of
This Convention.
Article 90
This Convention does not apply in front of an international agreement
that has already been or may be concluded and that contain
provisions concerning the matters governed by this Convention, under the
provided that the parties have their places of business in States parties
in such an agreement.
Article 91
1) this Convention is open for signature at the concluding meeting
in the United Nations Conference on contracts for the international sale of
goods and shall remain open for signature by all States in
United Nations Headquarters in New York until 30 september
1981.
2) this Convention shall be subject to ratification, acceptance or approval by the
States which have signed it.
3) this Convention is open to accession by all States which are not
have signed it from the date it is open for signature.
4) instruments relating to ratification, acceptance, approval and
accession shall be deposited with the Secretary-General of the United Nations.
Article 92
1) A Contracting State may, at the signing, ratification,
acceptance, approval or accession, declare that it shall not be
be bound by part II or III of this Convention.
2) a Contracting State which makes a declaration under the preceding
paragraph in respect of part II or III of this Convention shall not be deemed to
as a Contracting State in accordance with the first paragraph of article 1 of this
Convention in respect of matters governed by the part on which
the Declaration is applicable.
Article 93
1) A Contracting State which has two or more areas in which
According to its Constitution of different legal systems applying in matters dealt with
in the present Convention may at signature, ratification, acceptance,
approval or accession declare that this Convention shall extend to
all its areas or only one or more of them and may modify its
Declaration by submitting another declaration at any time
preferably.
2) the depositary shall be notified of these explanations is expressly
shall specify the areas in which the Convention covers.
3) of the Convention, according to a declaration under this article includes
one or more but not all of the fields that belong to a
Contracting State and if a party's place of business is located in the
State, shall for the purposes of the Convention, this business does not
is considered to be situated in a Contracting State, unless it is
located in an area which the Convention covers.
4) If a State party does not make any declaration within the meaning of the first
paragraph of this article, the Convention shall extend to all the State
areas.
Article 94
1) Two or more Contracting States with the same or close
corresponding legal provisions on matters governed by this Convention
may at any time declare that the Convention shall not apply to
purchase agreement or the conclusion of such agreements where the parties have their
business locations in these States. Such declarations may be delivered jointly
or through separate mutual explanations.
2) a Contracting State which have the same or close agreement
legal rules on matters governed by this Convention to one or more
non-Contracting States may at any time declare that the Convention
shall not apply to contracts of sale or the conclusion of such agreements as
the parties have their places of business in those States.
3) If a State which is the subject of a declaration under the preceding paragraph
later becomes a Contracting State, the Declaration shall apply as
Declaration referred to in the first subparagraph from the date when the Convention enters into
power in relation to the new Contracting State under
provided that the new Contracting State joins an
such a declaration or makes a separate explanation of same meaning.
Article 95
Any State may, at the disposal of its instruments relating to ratification,
acceptance, approval or accession, declare that it shall not be
be bound by article 1, first subparagraph, point (b) of this Convention.
Article 96
A Contracting State whose legislation requires that the purchase agreement
concluded or confirmed in writing may at any time make a declaration in the
accordance with article 12, that the provisions of article 11, article 29
or part II of the Convention that allows a contract of sale,
be modified or terminated by agreement in other than written form
or to tenders, acceptance or any other declaration made in
other than in writing does not apply where any party has his
place of business in this State.
Article 97
1) declarations upon signature submitted under this
Convention shall be confirmed upon ratification, acceptance or
approval.
2) Declarations and confirmations of declarations shall be made in writing
the form and the depositary shall receive formal notification of them.
3) a declaration shall enter into force at the same time as this Convention enters into
power in relation to the State concerned. A declaration according to which the
the depositary receives formal notification after the entry into force
However, shall enter into force on the first day of the month after six months
Since the depositary received the explanation. Separate mutual
declarations under article 94 shall enter into force on the first day of the month
After six months have elapsed since the depositary received the
final declaration.
4) any State which makes a declaration under this Convention may
withdraw it through a formal written notification to
the depositary. The withdrawal shall take effect on the first day of the month
After six months have elapsed since the depositary received
the notification.
5) withdrawal of a declaration made under article 94 repeals, from the
date on which the withdrawal takes effect, any reciprocal declaration
the parties by a State pursuant to this article.
Article 98
No reservations may be made in addition to those expressly authorized in this
Convention.
Article 99
1) this Convention shall enter into force, subject to the
the provisions of the sixth paragraph of this article, the first day of the month
After a period of 12 months has elapsed since the deposit of the tenth
instrument concerning ratification, acceptance, approval or
connection, including instruments with declaration under article 92.
2) When a State ratifies, accepts, approves or accedes to the
This Convention after the deposit of the tenth instrument concerning
ratification, acceptance, approval or accession, this
Convention, with the exception of an excluded part, in force in relation to the
the State concerned on the first day of the month after a period of 12
months have passed since the deposit of the instruments of the State relating to
ratification, acceptance, approval or accession. This applies to
However, only subject to the sixth paragraph of this article.
3) A State which ratifies, accepts, approves or accedes to the
This Convention and which is a party to one or each of the Convention
with regard to the uniform law on the conclusion of contracts for the international sale of
solve things signed at the Hague on 1 July 1964 (1964 Hague Convention
on the conclusion of the contract) and the Convention relating to uniform law on
international sale of movables signed at the Hague on 1 July 1964
(1964 Hague Convention on purchase) shall at the same time, as the
circumstances, terminate one or each of the 1964
Convention on purchase and 1964 Hague Convention concerning the conclusion of the agreement
by notification to this effect to the Netherlands Government.
4) A State party to the 1964 Hague Convention on purchase and
ratify, accept, approve or accede to this Convention
and declares or has declared under article 92 that it will not
be bound by part II of this Convention shall at the ratification,
acceptance, approval or accession denounce the 1964
The Hague Convention concerning the purchase by notification of this to the Netherlands
Government.
5) A State party to the 1964 Hague Convention concerning the conclusion of the agreement
and which ratifies, accepts, approves or accedes to this
Convention and declares or has declared under article 92 that it
shall not be bound by part III of this Convention shall at the
ratification, acceptance, approval or accession denounce the 1964
Convention concerning the conclusion of the agreement in the form of notification thereof to the
The Netherlands Government.
6) for the purposes of this article, the ratification, acceptance,
approval and accession, concerning this Convention, and which are made by
States parties to the 1964 Hague Convention concerning the conclusion of the agreement
or in the 1964 Hague Convention on purchases, not enter into force until the
denunciations as may be required from these States with regard to the two
latter conventions have entered into force. The depository of this
Convention shall consult with the Government of the Netherlands in its capacity as
the depository of the 1964 conventions in order to ensure the necessary
coordination in this respect.
Article 100
1) this Convention shall apply to the conclusion of the agreement only if
proposal to conclude a contract is made on or after the date of
the Convention enters into force in relation to the Contracting
States referred to in article 1, first subparagraph, point (a) or the
Contracting State referred to in article 1, first subparagraph, point (b).
2) this Convention applies only to contracts concluded on the same day
or after the date on which the Convention enters into force in relation to the
Contracting States referred to in article 1, first subparagraph, point (a)
or the Contracting State referred to in article 1, first subparagraph
paragraph (b).
Article 101
1) A Contracting State may denounce this Convention or part II
or (III) of the Convention by a formal notification in writing to the
the depositary.
2) denunciation shall take effect on the first day of the month after a period of 12
months after the depositary received notification. Then a
more time for the entry into force of termination specified in the notice,
denunciation shall enter into force after such a long period of time
Since the depositary received notification.
Signed at Vienna on 11 april 1980, an original whose
Arabic, English, French, Chinese, Russian and Spanish texts have
the same validity.
In witness whereof the undersigned plenipotentiaries,
duly authorised thereto by their respective Governments,
have signed this Convention.
