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RS 0.221.211.1 United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods

Original Language Title: RS 0.221.211.1 Convention des Nations unies du 11 avril 1980 sur les contrats de vente internationale de marchandises

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0.221.211.1

Original text

United Nations Convention on Contracts for the International Sale of Goods

Concluded in Vienna on 11 April 1980

Approved by the Federal Assembly on October 6, 1989 1

Instrument of accession deposited by the Swiss on 21 February 1990

Entry into force for Switzerland on 1 Er March 1991

(Status on 24 June 2014)

The States Parties to this Convention

Bearing in mind the general objectives set out in the resolutions relating to the establishment of a new international economic order adopted by the General Assembly at its sixth special session,

Whereas the development of international trade on the basis of equality and mutual benefit is an important element in the promotion of friendly relations among States,

Arguing that the adoption of uniform rules applicable to international contracts for the sale of goods and compatible with the various social, economic and legal systems will contribute to the elimination of the legal obstacles to trade International trade and international trade development,

Agreed to the following:

Part One Scope and general provisions

Chapter I Scope of application

Art. 1

1 This Convention shall apply to contracts for the sale of goods between parties having their establishment in different States:

(a)
Where those States are Contracting States; or
(b)
Where the rules of private international law lead to the application of the law of a Contracting State.

2 It is not taken into account that the parties have their place of business in different States where this does not come out of the contract or of prior transactions between the parties, nor any information given by them at any time Before the conclusion or conclusion of the contract.

3 Neither the nationality of the parties nor the civil or commercial character of the parties or the contract shall be taken into account for the purposes of this Convention.

Art. 2

This Convention does not regulate sales:

(a)
Goods purchased for personal, family or domestic use, unless the seller, at any time before the conclusion or conclusion of the contract, did not know and was not expected to know that the goods were Purchased for such use;
(b)
Auctions;
(c)
Upon seizure or otherwise by the authority of justice;
(d)
Securities, trade effects and currencies;
(e)
Ships, boats, hovercraft and aircraft;
(f)
Of electricity.
Art. 3

1 Contracts for the supply of goods to be manufactured or produced shall be deemed to be sold, unless the party ordering them has to provide an essential part of the material elements necessary for that manufacture or production.

2 This Convention does not apply to contracts in which the predominant share of the obligation of the party supplying the goods consists of a supply of labour or other services.

Art. 4

This Convention shall exclusively govern the formation of the contract of sale and the rights and obligations arising from such a contract between the seller and the buyer. In particular, unless otherwise expressly provided for in this Convention, the Convention does not concern:

(a)
The validity of the contract, or the validity of any of its clauses, as well as the validity of the uses;
(b)
The effect that the contract may have on the ownership of the goods sold.
Art. 5

This Convention shall not apply to the liability of the seller for death or personal injury caused to any person by the goods.

Art. 6

The Parties may exclude the application of this Convention or, subject to the provisions of Art. 12, derogate from any of its provisions or modify its effects.

Chapter II General provisions

Art. 7

1 For the interpretation of this Convention, account shall be taken of its international character and of the need to promote uniformity in its application and to ensure respect for good faith in international trade.

2 Matters relating to matters governed by this Convention and which are not expressly settled by it shall be settled in accordance with the general principles on which it is based or, failing such principles, in accordance with the law applicable in The rules of private international law.

Art. 8

1 For the purposes of this Convention, the indications and other conduct of a party shall be interpreted in accordance with the intention of the party when the other party knew or could not ignore that intention.

2 If the preceding paragraph is not applicable, the indications and other conduct of a party shall be interpreted as meaning that a reasonable person of the same quality as the other party, placed in the same situation, would have given them.

3 In determining the intent of a party or what a reasonable person would have understood, account must be taken of the relevant circumstances, including the negotiations that may have taken place between the parties, the habits that have been established Between them, uses and any subsequent behaviour of the parties.

Art.

1 The parties are bound by the uses to which they have consented and the habits that have been established between them.

2 Unless otherwise agreed by the parties, the parties shall be deemed to have tacitly referred in the contract and for its training for any use which they knew or should have known and which, in international trade, is Widely known and regularly observed by the parties to contracts of the same type in the commercial sector concerned.

Art. 10

For the purposes of this Convention:

(a)
If a party has more than one establishment, the institution to be considered is the one that has the closest relationship to the contract and its performance in respect of the circumstances known to the parties or contemplated by them at any time Before the conclusion or conclusion of the contract;
(b)
If a party does not have a place of business, his or her habitual residence takes place.
Art. 11

The contract of sale does not have to be concluded or found in writing and is not subject to any other form requirement. It can be proved by any means, including by witnesses.

Art. 12

Any provision of s. 11, art. 29 or the second part of this Convention authorizing a form other than the written form, either for the conclusion or for the modification or amicable termination of a contract of sale, or for any offer, acceptance or other Expression of intention, does not apply where one of the parties has its place of business in a Contracting State which has made a declaration in accordance with Art. 96 of this Convention. The Parties shall not derogate from or modify the effects of this Article.

Art. 13

For the purposes of this Convention, the term "written" shall also include communications addressed by telegram or telex.

Part II Contract Training

Art. 14

1 A proposal to enter into a contract addressed to one or more specified persons constitutes an offer if it is sufficiently precise and indicates the willingness of the author to be bound in the event of acceptance. A proposal is sufficiently precise when it refers to the goods and, expressly or implicitly, determines the quantity and price or gives indications allowing them to be determined.

2 A proposal addressed to undetermined persons is considered only as an invitation to the offer, unless the person who made the proposal has clearly indicated otherwise.

Art. 15

1 An offer takes effect when it reaches the recipient.

2 An offer, even if it is irrevocable, may be retracted if the withdrawal reaches the addressee before or at the same time as the offer.

Art. 16

1 Until a contract has been concluded, an offer may be revoked if the revocation reaches the addressee before the addressee has sent an acceptance.

2 However, an offer cannot be revoked:

(a)
If it indicates, by setting a time limit for acceptance or otherwise, that it is irrevocable; or
(b)
Whether it was reasonable for the addressee to consider the offer as irrevocable and whether it acted accordingly.
Art. 17

An offer, even irrevocable, ends when its rejection reaches the author of the offer.

Art. 18

1 A declaration or other behaviour by the addressee indicating that it acquiesce in an offer constitutes acceptance. Silence or inaction alone cannot be accepted.

2 The acceptance of an offer takes effect when the indication of acquiescence reaches the author of the offer. Acceptance shall not take effect if that indication fails to reach the author of the offer within the time limit which it has stipulated or, in the absence of such stipulation, within a reasonable period of time, taking into account the circumstances of the transaction and the speed The means of communication used by the author of the offer. A verbal offer must be accepted immediately, unless the circumstances do not imply otherwise.

3 However, if, by virtue of the offer, the habits established between the parties or usages, the addressee of the tender may indicate that he acquiesce in accomplishing an act relating, for example, to the shipment of the goods or to the Payment of the prize, without communication to the author of the tender, the acceptance shall take effect at the time when that act is fulfilled, provided that it is carried out within the time limits provided for in the preceding paragraph.

Art. 19

1 An answer which tends to be acceptance of an offer, but which contains additions, limitations or other modifications, is a rejection of the offer and constitutes a counteroffer.

2 However, an answer which tends to be acceptance of an offer, but which contains complementary or different elements which do not substantially alter the terms of the offer, constitutes acceptance, unless the author of the offer, without delay Unjustified, does not relieve the differences verbally or does not give notice to that effect. If it does not, the terms of the contract are those of the offer, with the modifications included in the acceptance.

3 Additional or different elements relating, in particular, to the price, payment, quality and quantity of the goods, at the place and at the time of delivery, to the extent of the responsibility of one party to the other or to the regulation Disputes, are considered to substantially alter the terms of the offer.

Art.

1 The period of acceptance fixed by the author of the offer in a telegram or letter shall begin at the time the telegram is delivered for shipment or on the date that appears on the letter or, failing that, on the date on the envelope. The period of acceptance that the author of the fixed offer by telephone, telex or other instant communication means begins at the time the offer reaches the addressee.

2 Holidays or holidays that fall during the period of acceptance are counted in the calculation of the time limit. However, if the notification cannot be delivered to the address of the author of the offer on the last day of the period, because it falls on a holiday or a non-working day at the place of establishment of the author of the offer, the time limit shall be extended to the first day Next business.

Art.

1 A late acceptance shall nevertheless have effect as acceptance if, without delay, the offeror informs the addressee orally or sends a notice to the addressee orally.

2 If the letter or other letter containing a late acceptance reveals that it has been sent under such conditions that, if its transmission had been regular, it would have arrived in time for the author of the tender, the late acceptance shall have effect in As long as it is accepted unless, without delay, the offeror does not verbally inform the addressee of the offer that he or she considers that his offer had been terminated or that he/she has given him a notice to that effect.

Art.

Acceptance may be retracted if the withdrawal reaches the author of the offer before the moment when the acceptance took effect or at that time.

Art.

The contract shall be concluded at the time when the acceptance of an offer takes effect in accordance with the provisions of this Convention.

Art. 24

For the purposes of this Part of the Convention, an offer, a declaration of acceptance or any other manifestation of intent "succeeds" to its addressee when it is made orally or otherwise delivered to the addressee To his or her institution, to his or her mailing address or, if he does not have a place of business or mailing address, to his or her habitual residence.

Part Three Sale of Goods

Chapter I General provisions

Art. 25

A breach of the contract by one of the parties is essential, where it causes damage to the other party such as substantially depriving it of what it was entitled to expect from the contract, unless the party in default Has not provided for such a result and that a reasonable person of the same quality placed in the same situation would not have provided for it either.

Art. 26

A declaration of resolution of the contract shall have effect only if it is made by notification to the other party.

Art. 27

Unless otherwise expressly provided in this Part of the Convention, if a notification, request or other communication is made by a party to the contract in accordance with this Part and by a means appropriate to the circumstances, a delay or An error in the transmission of the communication or the fact that it has not arrived at destination does not deprive that party of the contract of the right to rely on it.

Art. 28

If, in accordance with the provisions of this Convention, a party has the right to require from the other the performance of an obligation, a court is bound to order enforcement in kind only if it does so under its own law for contracts Similar sales not governed by this Convention.

Art.

1 A contract may be amended or terminated by mutual agreement between the parties.

2 A written contract containing a provision stating that any modification or amicable termination must be made in writing shall not be amended or terminated amicably in another form. However, the conduct of one of the parties may prevent it from invoking such a provision if the other party relied on that conduct.

Chapter II Obligations of the seller

Art.

The seller is obliged, under the conditions laid down in the contract and by this Convention, to deliver the goods, to transfer ownership of the goods and, if necessary, to furnish the relevant documents.

Section I Delivery of goods and delivery of documents

Art.

If the seller is not required to deliver the goods in another particular place, its obligation to deliver consists of:

(a)
Where the contract of sale involves the carriage of the goods, to remit the goods to the first carrier for transmission to the purchaser;
(b)
Where, in the cases not referred to in the preceding paragraph, the contract relates to a certain body or something of a kind which is to be levied on a specified mass or which is to be manufactured or produced and where, at the time of the conclusion of the contract, The parties were aware that the goods were or were to be manufactured or produced at a particular location, to make the goods available to the purchaser at that location;
(c)
In other cases, to place the goods at the disposal of the purchaser at the place where the seller was established at the time of the conclusion of the contract.
Art. 32

1 If, in accordance with the contract or this Convention, the seller presents the goods to a carrier and the goods are not clearly identified for the purposes of the contract by affixing a distinctive sign on the goods, by Of transport documents or by any other means, the seller must give to the buyer notice of the shipment by specifically designating the goods.

2 If the seller is required to make arrangements for the carriage of the goods, he shall conclude the contracts necessary for the transport to be carried out to the place provided, by means of transport appropriate to the circumstances and The usual conditions for such transport.

3 If the seller is not required to purchase transportation insurance itself, he or she must provide the purchaser, at the request of the purchaser, with any information available to the purchaser that is necessary for the conclusion of that insurance.

Art. 33

The seller must deliver the goods:

(a)
If a date is fixed by the contract or determinable by reference to the contract, on that date;
(b)
If a period of time is fixed by the contract or determinable by reference to the contract, at any time during that period, unless it results from the circumstances that it is for the purchaser to choose a date; or
(c)
In all other cases, within a reasonable period of time from the conclusion of the contract.
Art. 34

If the vendor is required to submit the documentation relating to the goods, the vendor must meet the obligation at the time, place and form of the contract. In the event of an advance payment, the seller shall retain, up to the time provided for delivery, the right to repair any defect in the conformity of the documents, provided that the exercise of this right does not cause any unreasonable inconvenience or expense to the purchaser. However, the buyer retains the right to claim damages in accordance with this Convention.

Section II Compliance of goods and rights or claims of third parties

Art. 35

1 The seller must deliver goods for which the quantity, quality and type correspond to those provided for in the contract, and whose packaging or packaging corresponds to that which is provided for in the contract.

2 Unless otherwise agreed by the parties, the goods are in accordance with the contract only if:

(a)
They are specific to the uses to which goods of the same type would normally be used;
(b)
They are specific to any special purpose that has been expressly or tacitly brought to the knowledge of the seller at the time of the conclusion of the contract, unless it is the result of the circumstances that the buyer did not surrender to the competence or The assessment of the seller or that it was not reasonable for the seller to do so;
(c)
They possess the qualities of a good that the seller has presented to the purchaser as a sample or model;
(d)
They are packaged or packed in the usual manner for goods of the same type or, in the absence of usual mode, in a manner that is suitable for the preservation and protection of the goods.

3 The seller is not responsible, with regard to paras. (a) to (d) of the preceding paragraph, a defect in conformity which the buyer knew or could not ignore at the time of the conclusion of the contract.

Art. 36

1 The seller is responsible, in accordance with the contract and this Convention, for any lack of conformity that exists at the time of the risk transfer to the buyer, even if this defect appears only later.

2 The seller is also responsible for any non-compliance that occurs after the time indicated in the preceding paragraph and which is attributable to the non-performance of any of its obligations, including a breach of a guarantee that, For a certain period of time, the goods will remain clean for their normal use or special use or will retain specified qualities or characteristics.

Art.

In the case of early delivery, the seller has the right, up to the delivery date, either to deliver a missing part or quantity, or new goods to replace the non-conforming goods, or to repair Failure to comply with the goods, provided that the exercise of this right does not cause any unreasonable inconvenience or expense to the purchaser. However, the buyer retains the right to claim damages in accordance with this Convention.

Art. 38

1 The purchaser must examine the goods or have them examined within as short a time as possible in the circumstances.

2 If the contract involves transporting the goods, the examination may be deferred until they arrive at their destination.

3 If the goods are rerouted or redispatched by the purchaser without the purchaser having had a reasonable opportunity to examine them and if, at the time of the conclusion of the contract, the seller knew or should have known the possibility of that Diversion or re-shipment, the examination may be deferred until the goods arrive at their new destination.

Art. 39

1 The buyer is deprived of the right to invoke a defect of conformity if he does not denounce it to the seller, specifying the nature of that defect within a reasonable period of time from the time when he saw it or should have seen it.

2 In all cases, the buyer is deprived of the right to take advantage of a failure to comply if he does not denounce it at the latest within a period of two years from the date on which the goods were actually delivered to him, unless that Period is not incompatible with the duration of a contractual guarantee.

Art. 40

The seller cannot avail himself of the provisions of the art. 38 and 39 where the lack of conformity relates to facts which he knew or could not ignore and which he did not reveal to the purchaser.

Art.

The seller must deliver the goods free of any right or claim by a third party, unless the buyer agrees to take the goods under these conditions. However, if this right or claim is based on industrial property or other intellectual property, the obligation of the seller is governed by s. 42.

Art.

1 The seller must deliver the free goods of any right or claim of a third party based on industrial property or other intellectual property, which he knew or could not ignore at the time of the conclusion of the contract, provided that this Right or claim is based on industrial property or other intellectual property:

(a)
Under the law of the State in which the goods are to be resold or used, if the parties considered at the time of the conclusion of the contract that the goods would be resold or used in that State; or
(b)
In all other cases, under the law of the State in which the purchaser has its establishment.

2 In the following cases, the seller is not bound by the obligation provided for in the preceding paragraph:

(a)
At the time of the conclusion of the contract, the buyer knew or could not ignore the existence of the right or claim; or
(b)
The right or claim is the result of the seller having complied with the technical plans, drawings, formulae or other similar specifications provided by the purchaser.
Art. 43

1 The purchaser loses the right to avail himself of the provisions of s. 41 and 42 if he does not denounce to the seller the right or claim of the third party, specifying the nature of that right or claim, within a reasonable period of time from the time when he or she became aware of it or should have known thereof.

2 The seller cannot avail himself of the provisions of the preceding paragraph if he knew the right or claim of the third party and its nature.

Art. 44

Notwithstanding the provisions of s. 1 of the art. 39 and para. 1 of the art. 43, the purchaser may reduce the price in accordance with s. 50 or claim damages, except for a missed gain, if he has a reasonable excuse for failing to make the required disclosure.

Section III Means available to the buyer in the event of a breach of contract by the seller

Art. 45

1 If the seller has not performed any of the obligations resulting from the contract of sale or this Convention, the buyer is entitled to:

(a)
Exercise the rights set out in s. 46 to 52;
(b)
Claim damages under s. 74 to 77.

2 The purchaser does not lose the right to claim damages when exercising his right to resort to another plea.

3 No grace period can be granted to the seller by a judge or an arbitrator when the buyer takes advantage of one of the means available to him in the event of a breach of the contract.

Art.

1 The purchaser may require the seller to carry out its obligations, unless it has prevailed in a way incompatible with that requirement.

2 If the goods are not in conformity with the contract, the buyer may require the seller to deliver the replacement goods only if the lack of conformity constitutes a fundamental breach of the contract and if that delivery is requested At the time of the denunciation of the failure to comply in accordance with Art. 39 or within a reasonable period of time from that denunciation.

3 If the goods are not in accordance with the contract, the buyer may require the seller to fix the lack of conformity, unless that is unreasonable in all the circumstances. The remedy must be sought at the time of the denunciation of the lack of conformity made in accordance with Art. 39 or within a reasonable period of time from that denunciation.

Art.

1 The buyer may provide the seller with an additional period of reasonable time for the fulfilment of its obligations.

2 Unless the seller has received a notification from the seller informing him that the seller is not fulfilling his obligations within the time limit, the buyer may not, before the expiration of that period, avail himself of any of the means available to him in the case of Breach of contract. However, the purchaser does not, therefore, lose the right to claim damages for delay in execution.

Art. 48

1 Subject to Art. 49, the seller may, even after the date of delivery, repair at its own expense any failure to fulfil its obligations, provided that this does not lead to unreasonable delay and does not cause unreasonable inconvenience or inconvenience to the buyer Reimbursement by the seller of the costs incurred by the purchaser. However, the buyer retains the right to claim damages in accordance with this Convention.

2 If the seller asks the buyer to let it know if it accepts execution and if the buyer does not reply within a reasonable time, the seller may execute its obligations within the time limit indicated in the seller's application. The purchaser may not, before the expiry of that period, rely on a plea incompatible with the performance by the seller of its obligations.

3 Where the seller notifies the purchaser of its intention to carry out its obligations within a specified period, it is presumed to ask the purchaser to inform it of its decision in accordance with the preceding paragraph.

4 An application or a notification made by the vendor under s. 2 or 3 of this Article shall have effect only if it is received by the purchaser.

Art.

1 The buyer can declare the contract resolved:

(a)
If the failure by the seller of any of the obligations resulting from the contract or the present Convention constitutes a fundamental breach of the contract; or
(b)
In the case of failure to deliver, if the seller does not deliver the goods within the additional time specified by the buyer in accordance with the par. 1 of the art. 47 or if it declares that it will not deliver within the prescribed time limit.

2 However, where the seller has delivered the goods, the buyer is deprived of the right to declare the contract resolved if it has not done so:

(a)
In the case of late delivery, within a reasonable period of time from the time it was known that the delivery had been made;
(b)
In the event of a contravention other than late delivery, within a reasonable period of time:
(i)
From the time he or she became aware or ought to have known of the contravention;
(ii)
After the expiration of any additional time specified by the purchaser in accordance with paragraph 1. 1 of the art. 47 or after the seller has stated that it will not fulfil its obligations within that additional time; or
(iii)
After the expiration of any additional time specified by the seller in accordance with paragraph 1. 2 of the art. 48 or after the buyer has stated that he will not accept the execution.
Art. 50

In the event of failure to comply with the contract, whether or not the price has already been paid, the purchaser may reduce the price in proportion to the difference between the value that the goods actually delivered had at the time of the Delivery and the value that compliant goods would have had at that time. However, if the seller repairs any breach of its obligations under s. 37 or in art. 48 or if the buyer refuses to accept execution by the seller in accordance with these articles, the buyer cannot reduce the price.

Art.

1 If the seller delivers only a portion of the goods or if only a portion of the delivered goods complies with the contract, s. 46 to 50 apply in respect of the missing or non-compliant part.

2 The buyer can only declare the contract resolved in its entirety if the partial failure or lack of conformity constitutes a fundamental breach of the contract.

Art.

1 If the seller delivers the goods before the fixed date, the buyer has the option of taking delivery or refusing to take delivery.

2 If the seller delivers more than the contract, the buyer can accept or refuse to take delivery of the excess quantity. If the buyer agrees to take delivery of it in whole or in part, the buyer must pay it at the contract price.

Chapter III Obligations of the Buyer

Art.

The buyer is obliged, under the terms of the contract and by this Convention, to pay the price and to take delivery of the goods.

Section I Price Payment

Art.

The obligation of the purchaser to pay the price includes the obligation to take the measures and to carry out the formalities to allow the payment of the price which are provided for in the contract or by the laws and regulations.

Art.

If the sale is validly concluded without the price of the goods sold having been fixed in the contract expressly or implicitly or by a provision enabling it to be determined, the parties shall be deemed, unless otherwise specified, to have Tacitly referred to the price usually applied at the time of the conclusion of the contract, in the commercial branch concerned, for the same goods sold under comparable circumstances.

Art. 56

If the price is set according to the weight of the goods, it is the net weight which, in case of doubt, determines the price.

Art. 57

1 If the purchaser is not required to pay the price at another particular place, he must pay the seller:

(a)
The establishment of the person; or
(b)
If the payment is to be made against the handing over of the goods or documents, instead of the remission.

2 The seller must bear any increase in the incidental expenses to the payment resulting from his change of establishment after the conclusion of the contract.

Art.

1 If the purchaser is not required to pay the price at another specified time, the purchaser shall pay the price when, in accordance with the contract and this agreement, the seller makes available either the goods or the representative documents. Goods. The seller can make payment a condition of the handing over of the goods or documents.

2 If the contract involves transport of the goods, the seller may make the shipment on condition that the goods or the representative documents are given to the buyer only against payment of the price.

3 The purchaser is not required to pay the price until he or she has had the opportunity to examine the goods, unless the terms of delivery or payment agreed upon by the parties do not allow the purchaser to examine the goods.

Art.

The buyer must pay the price on the date fixed in the contract or resulting from the contract and this Convention, without any demand or other formality on the part of the seller.

Section II Delivery

Art. 60

The buyer's obligation to take delivery consists of:

(a)
To perform any act reasonably expected of him to enable the seller to carry out the delivery; and
(b)
To remove the goods.

Section III Means available to the seller in the event of a breach of contract by the buyer

Art. 61

1 If the purchaser has not performed any of the obligations resulting from the contract of sale or this Convention, the seller is entitled to:

(a)
Exercise the rights set out in s. 62 to 65;
(b)
Claim damages under s. 74 to 77.

2 The seller does not lose the right to claim damages when exercising his right to use another means.

3 No grace period may be granted to the buyer by a judge or an arbitrator when the seller takes advantage of one of the means available to him in the event of a breach of the contract.

S. 62

The seller may require the purchaser to pay the price, the taking of delivery of the goods or the performance of the other obligations of the purchaser, unless it has prevailed in a way incompatible with those requirements.

S. 63

1 The seller may impart to the buyer an additional period of reasonable time for the fulfilment of its obligations.

2 Unless the seller has received a notification from the purchaser informing him that he is not fulfilling his obligations within the time limit, the seller may not, before the expiry of that period, avail himself of any of the means available to him in the case of Breach of contract. However, the seller does not lose, therefore, the right to claim damages for delay in execution.

Art. 64

1 The seller can declare the contract resolved:

(a)
If the breach by the purchaser of any of the obligations resulting from the contract or the present Convention constitutes a fundamental breach of the contract; or
(b)
If the purchaser does not fulfil his obligation to pay the price or does not take delivery of the goods within the additional time specified by the seller in accordance with the par. 1 of the art. 63 or if it declares that it will not do so within the prescribed period.

2 However, when the buyer has paid the price, the seller is deprived of the right to declare the contract resolved if it has not done so:

(a)
In the event of a late execution by the purchaser, before having known that it had been carried out; or
(b)
In the case of a contravention by the purchaser other than late execution, within a reasonable period of time:
(i)
From the time the vendor knew or should have been aware of the contravention; or
(ii)
After the expiration of any additional time specified by the seller in accordance with paragraph 1. 1 of the art. 63 or after the buyer has stated that it will not carry out its obligations within this additional time limit.
Art.

1 If the contract provides that the buyer has to specify the shape, measure or other characteristics of the goods and if the buyer does not make this specification on the agreed date or within a reasonable period of time after receipt of a Request from the seller, the seller may, without prejudice to any other rights that he may have, carry out this specification himself according to the needs of the buyer of which he may be aware.

2 If the seller makes the specification himself, he must disclose the terms to the buyer and allow him a reasonable period of time for a different specification. If, after receipt of the communication from the seller, the purchaser does not use that possibility within the time limit thus allowed, the specification made by the seller is final.

Chapter IV Transfer of risks

Art. 66

The loss or deterioration of the goods following the transfer of the risks to the purchaser does not relieve the purchaser of his obligation to pay the price, unless these events are due to a fact of the seller.

Art. 67

1 Where the contract of sale involves the carriage of the goods and the seller is not required to remit them to a particular place, the risks shall be transferred to the purchaser from the delivery of the goods to the first carrier for To the purchaser in accordance with the contract of sale. Where the vendor is required to remit the goods to a carrier at a specified location, the risks are not transferred to the purchaser until the goods have been returned to the carrier at that location. The fact that the seller is allowed to keep the representative documents of the goods does not affect the transfer of the risks.

2 However, the risks are not transferred to the purchaser until the goods have been clearly identified for the purposes of the contract, whether by affixing a distinctive sign on the goods, by the transport documents, by a Advice given to the purchaser or by any other means.

Art. 68

For goods sold in transit, the risks are transferred to the purchaser from the time the contract is entered into. However, if the circumstances involve, the risks are borne by the purchaser from the time the goods were delivered to the carrier who issued the documents evidencing the contract of carriage. Nevertheless, if, at the time of the conclusion of the contract of sale, the seller was aware or should have known of the fact that the goods had died or had been damaged and that he had not informed the buyer, the loss or the Deterioration is the responsibility of the seller.

Art. 69

1 In cases not covered by s. 67 and 68, the risks are transferred to the purchaser when he withdraws the goods or, if he does not do so in a timely manner, from the time the goods are made available to the purchaser and commits a contravention of the contract by Not delivery.

2 However, if the purchaser is required to remove the goods in a place other than a seller's place of business, the risks are transferred when the shipment is due and the buyer knows that the goods are made available at that location.

3 If the sale is for goods that are not yet customised, the goods are deemed to have been made available to the purchaser only when they have been clearly identified for the purposes of the contract.

Art.

If the seller has committed a fundamental breach of the contract, the provisions of s. 67, 68 and 69 do not affect the means available to the purchaser because of the contravention.

Chapter V Provisions common to the obligations of the seller and the purchaser

Section I Early Contravention and Successive Delivery Contracts

Art.

1 A party may defer the performance of its obligations where it appears, after the conclusion of the contract, that the other party will not perform an essential part of its obligations by:

(a)
A serious deficiency in the carrying capacity of that party or its solvency; or
(b)
How it is about to execute or execute the contract.

2 If the seller has already shipped the goods when the reasons set out in the preceding paragraph are revealed, the seller may object to the goods being handed over to the buyer, even if the buyer has a document enabling him to obtain the goods. This paragraph concerns only the respective rights of the seller and the purchaser on the goods.

3 The party which differs from the execution, before or after the shipment of the goods, shall immediately notify the other party to that effect, and shall carry out the execution if the other party gives sufficient assurances of the right Fulfilment of its obligations.

Art. 72

1 If, prior to the date of the performance of the contract, it is clear that a party will be committing a fundamental breach of the contract, the other party may declare the contract to be resolved.

2 If it has the necessary time, the party who intends to declare the contract resolved must notify the other party under reasonable conditions so as to enable it to give sufficient assurance of the proper execution of its Obligations.

3 The provisions of the preceding paragraph shall not apply if the other party has declared that it will not carry out its obligations.

Art.

1 In successive deliveries contracts, if the non-performance by one of the parties of an obligation relating to a delivery constitutes a fundamental breach of the contract in respect of that delivery, the other party may declare the contract Resolved for the said delivery.

2 If the non-performance by one of the parties of an obligation relating to a delivery gives the other party serious reason to believe that there will be a fundamental breach of the contract in respect of future obligations, it may declare the Contract for the future, provided that it is done within a reasonable period of time.

3 The buyer who declares the contract resolved for a delivery may, at the same time, declare it resolved for deliveries already received or for future deliveries if, by reason of their connection, these deliveries cannot be used for the purposes Contemplated by the parties at the time of the conclusion of the contract.

Section II Damages

S. 74

Damages for a breach of contract by one party are equal to the loss suffered and the other party's unsuccessful gain as a result of the contravention. Such damages shall not be greater than the loss suffered and the unsuccessful gain that the party in default had anticipated or should have foreseen at the time of the conclusion of the contract, taking into account the facts which it knew or should have had Knowledge, as a possible consequence of the breach of the contract.

Art. 75

Where the contract is resolved and, in a reasonable manner and within a reasonable time after the resolution, the buyer has made a replacement purchase or the seller to a compensatory sale, the party seeking damages may To obtain the difference between the contract price and the replacement or compensatory purchase price as well as any other damages that may be due under s. 74.

Art. 76

1 When the contract is resolved and the goods have a current price, the party claiming damages may, if it has not made a replacement purchase or a countervailable sale under s. 75, obtain the difference between the price set in the contract and the current price at the time of resolution and any other damages that may be due under s. 74. Nevertheless, if the party claiming damages has declared the contract resolved after taking possession of the goods, it is the current price at the time of the taking of possession that is applicable and not the current price at the time of the Resolution.

2 For the purposes of the preceding paragraph, the current price shall be that of the place where the delivery of the goods should have been made or, in the absence of current prices at that place, the current price in another place which it seems reasonable to take as Reference location, taking into account differences in freight transport costs.

Art. 77

The party who invokes the contravention of the contract must take reasonable measures in the circumstances to limit the loss, including the missed gain, resulting from the contravention. If it fails to do so, the defaulted party may request a reduction in damages equal to the amount of the loss that should have been avoided.

Section III Interest

S. 78

If a party does not pay the price or any other amount due, the other party is entitled to interest on that amount, without prejudice to the damages it would be entitled to claim under s. 74.

Section IV Exemption

Art.

1 A Party shall not be liable for the non-performance of any of its obligations if it proves that such non-performance is due to an impediment independent of its will and that it cannot reasonably be expected to take it in Consideration at the time of the conclusion of the contract, whether it should prevent or overcome it, or prevent or overcome the consequences.

2 If the non-performance by a party is due to the non-performance by a third party that it has entrusted the execution of all or part of the contract, that party shall be exempt from liability only if:

(a)
Where it is under the provisions of the preceding paragraph; and
(b)
Where the third party would also be exempt if the provisions of that subsection were to be applied.

3 The exemption provided for in this Article shall be effective for the duration of the prevention.

4 The party that did not execute must notify the other party of the impediment and its effect on its ability to perform. If the warning does not arrive at its destination within a reasonable period of time from the time when the party which did not execute has known or should have known the impediment, it shall be liable for damages as a result of this failure to receive it.

5 The provisions of this Article shall not prohibit a Party from exercising all its rights other than that of obtaining damages under this Convention.

Art. 80

A party may not avail itself of a non-performance by the other party to the extent that such non-performance is due to an act or omission on its part.

Section V Effects of the resolution

Art.

1 The resolution of the contract releases both parts of their obligations, subject to the damages that may be due. It does not affect the provisions of the contract relating to the settlement of disputes or the rights and obligations of the parties in the event of a resolution.

2 The party who has executed the contract in whole or in part may claim restitution to the other party of what it has provided or paid for in performance of the contract. If both parties are required to make refunds, they must do so at the same time.

Art.

1 The buyer loses the right to declare the contract resolved or to require the seller to deliver the replacement goods if it is impossible for him to return the goods in a condition that is substantially the same as that in which he received them.

2 The preceding paragraph shall not apply:

(a)
If the inability to return the goods or return them in a condition which is substantially the same as that in which the purchaser has received them is not due to an act or omission on its part;
(b)
Whether the goods have perished or deteriorated, in whole or in part, as a result of the examination prescribed in s. 38; or
(c)
If the purchaser, before the time when he or she has noticed or should have noticed the lack of conformity, sold all or part of the goods in the course of a normal commercial operation or has consumed or processed all or part of the goods Consistent with normal use.
Art. 83

The purchaser who has lost the right to declare the contract resolved or to require the seller to deliver the replacement goods under s. 82 shall retain the right to avail itself of all other means of contract and of this Convention.

Art. 84

1 If the seller is required to return the price, the seller must also pay interest on the amount of the price from the date of payment.

2 The buyer owes the seller the equivalent of any profit that he has withdrawn from the goods or any part thereof:

(a)
When it is required to return them in whole or in part; or
(b)
Where it is unable to return all or part of the goods or to return them in whole or in part in a condition which is substantially the same as that in which it was received and which nevertheless declared the contract resolved or required the Vendor for the delivery of replacement goods.

Section VI Conservation of goods

Art. 85

When the purchaser is slow to take delivery of the goods or does not pay the price, while the payment of the price and delivery must be made simultaneously, the seller, if he has the goods in his possession or under his control, must Take reasonable measures, having regard to the circumstances, to ensure its conservation. He is entitled to hold them until he or she has obtained the reimbursement of reasonable expenses from the purchaser.

Art. 86

1 If the purchaser has received the goods and intends to exercise any right to refuse them under the contract or this Convention, he shall take reasonable measures, having regard to the circumstances, to ensure the conservation of the goods. He is entitled to hold them until he or she has obtained the reimbursement of reasonable expenses from the vendor.

2 If the goods shipped to the purchaser have been made available at their place of destination and the purchaser exercises the right to refuse them, he must take possession of the goods on behalf of the seller, provided that he can do so without payment of the Price and without any inconvenience or unreasonable costs. This provision shall not apply if the seller is present at the place of destination or if there is a person in that place who is qualified to take charge of the goods on his behalf. The rights and obligations of the purchaser who takes possession of the goods under this paragraph shall be governed by the preceding paragraph.

Art.

The party that is required to take measures to ensure the preservation of the goods may deposit them in the stores of one third at the expense of the other party, provided that the resulting costs are not unreasonable.

Art.

1 The party to ensure the retention of the goods in accordance with ss. 85 or 86 may sell the goods by any appropriate means if the other party has unreasonably delayed taking possession of the goods or retaking or paying the price or the costs of their preservation, subject to notification to that other Party, on reasonable terms, its intention to sell.

2 Where the goods are subject to rapid deterioration or where their conservation would result in unreasonable costs, the party that is required to ensure the retention of the goods in accordance with ss. 85 or 86 must reasonably be expected to sell them. To the extent possible, it must notify the other party of its intention to sell.

3 The party that sells the goods has the right to withhold on the proceeds of the sale an amount equal to the reasonable costs of preserving and selling the goods. It owes the surplus to the other party.

Part Four Final provisions

Art. 89

The Secretary-General of the United Nations shall be designated as the depositary of this Convention.

Art.

This Convention shall not prevail over an international agreement already concluded or to be concluded which contains provisions concerning matters governed by this Convention, provided that the parties to the contract have their establishment in States Parties to this Agreement.

Art. 91

1 This Convention shall be open for signature at the closing meeting of the United Nations Conference on Contracts for the International Sale of Goods and shall remain open for signature by all States at the Headquarters of the Organization of 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 shall be open for accession by all States which are not signatories, from the date on which it is open for signature.

4 Instruments of ratification, acceptance, approval or accession shall be deposited with the Secretary-General of the United Nations.

Art. 92

1 Any Contracting State may, at the time of signature, ratification, acceptance, approval or accession, declare that it will not be bound by the second part of this Convention or that it will not be bound by the third Part of this Convention.

2 A Contracting State which, under the preceding paragraph, makes a declaration in respect of the second part or the third part of this Convention shall not be considered to be a Contracting State within the meaning of subs. 1 of the art. 1 of the Convention, for matters governed by the part of the Convention to which this declaration applies.

Art. 93

1 Any Contracting State which comprises two or more territorial units in which, according to its Constitution, different systems of law apply in the matters governed by this Convention may, at the time of signature, Ratification, acceptance, approval or accession, declare that this Convention shall apply to all its territorial units or only to one or more of them and may at any time amend this declaration in Making a new declaration.

2 Such declarations shall be notified to the depositary and shall expressly designate the territorial units to which the Convention applies.

3 If, by virtue of a declaration made in accordance with this Article, this Convention applies to one or more territorial units of a Contracting State, but not to all, and if the establishment of a party to the contract is situated In that State, that establishment shall be regarded, for the purposes of this Convention, as not being situated in a Contracting State, unless it is situated in a territorial unit to which the Convention applies.

4 If a Contracting State does not make a declaration under subs. 1 of this Article, the Convention shall apply to the whole territory of that State.

Art. 94

1 Two or more Contracting States which, in matters governed by this Convention, apply identical or similar legal rules may, at any time, declare that the Convention shall not apply to contracts of sale or to their Training when the parties have their establishment in these states. Such statements can be made jointly or be unilateral and reciprocal.

2 A Contracting State which, in matters governed by this Convention, applies identical or similar legal rules to those of one or more non-contracting States may, at any time, declare that the Convention shall not apply Contracts of sale or their formation when the parties have their establishment in those States.

3 Where a State in respect of which a declaration has been made under the preceding paragraph subsequently becomes a Contracting State, the declaration referred to shall, from the date on which this Convention enters into force in respect of The new Contracting State, the effects of a declaration made under s. 1, provided that the new Contracting State joins or makes a unilateral declaration on a reciprocal basis.

Art. 95

Any State may declare, at the time of deposit of its instrument of ratification, acceptance, approval or accession, that it will not be bound by para. (b) from s. 1 of the art. 1 of this Convention.

Art. 96

Any Contracting State whose legislation requires that contracts of sale be concluded or recognized in writing may at any time declare, in accordance with Art. 12, than any provision of s. 11, art. 29 or the second part of this Convention authorizing a form other than the written form for the conclusion, modification or amicable termination of a contract of sale, or for any offer, acceptance or other manifestation of intention, Does not apply as soon as one of the parties has its establishment in that State.

Art. 97

1 Declarations made under this Convention at the time of signature shall be subject to confirmation upon ratification, acceptance or approval.

2 Declarations, and confirmation of declarations, shall be made in writing and formally notified to the depositary.

3 The declarations shall take effect on the date of entry into force of this Convention in respect of the reporting State. However, the declarations of which the depositary has received formal notification after that date shall take effect on the first day of the month following the expiration of six months from the date of receipt by the depositary. Unilateral and reciprocal declarations made under s. 94 shall take effect on the first day of the month following the expiration of a period of six months after the date of receipt of the last declaration by the depositary.

4 Any State which makes a declaration under this Convention may at any time withdraw it by a formal notification addressed in writing to the depositary. Such withdrawal shall take effect on the first day of the month following the expiration of a period of six months after the date of receipt of the notification by the depositary.

5 The withdrawal of a declaration made under s. 94 shall lapse, from the date of its taking effect, any reciprocal declaration made by another State under that article.

Art. 98

No reservations are permitted other than those expressly authorized by this Convention.

Art.

1 This Convention shall enter into force, subject to the provisions of subs. 6 of this Article, on the first day of the month following the expiration of a period of twelve months after the date of deposit of the tenth instrument of ratification, acceptance, approval or accession, including any instrument containing a declaration Made under s. 92.

2 When a State ratifies, accepts or approves this Convention or will accede to it after the deposit of the tenth instrument of ratification, acceptance, approval or accession, the Convention, with the exception of the excluded party, will enter into force In respect of that State, subject to the provisions of subs. 6 of this Article, the first day of the month following the expiration of a period of twelve months after the date of deposit of the instrument of ratification, acceptance, approval or accession.

3 Any State ratifying, accepting or approving this Convention or acceding to this Convention and which is a party to the Uniform Law Convention on the formation of contracts for the international sale of goods made at The Hague on 1 Er July 1964 (The Hague Convention on Training 1964) or the Uniform Law Convention on the International Sale of Goods made in The Hague on 1 Er July 1964 (The Hague Convention of 1964 on Sale), or both, will simultaneously denounce, as the case may be, the Hague Convention of 1964 on the Sale or the Hague Convention on Training, or these two Conventions, by addressing Notification to this effect to the Government of the Netherlands.

4 Any State Party to the Hague Convention of 1964 on Sale which ratifies, accepts or approves this Convention or shall accede to it and who shall declare or have declared under Art. 92 that it is not bound by the second part of the Convention, shall denounce, at the time of ratification, acceptance, approval or accession, the Hague Convention of 1964 on the sale by means of a notification to that effect to the Dutch Government.

5 Any State Party to the 1964 Hague Convention on Sale which will ratify, accept, approve or accede to this Convention and who shall declare or have declared pursuant to Art. 92 that it is not bound by the third part of the Convention, shall denounce, at the time of ratification, acceptance, approval or accession, the Hague Convention of 1964 on training by means of a notification to that effect to the Dutch Government.

6 For the purposes of this Article, ratifications, acceptances, approvals and accessions to this Convention by States Parties to the 1964 Hague Convention on Training or the Hague Convention of 1964 on Shall take effect only on the date on which any denunciations required by the said States in respect of those two Conventions have themselves become effective. The depositary of this Convention shall agree with the Government of the Netherlands, depositary of the conventions of 1964, in order to ensure the necessary coordination in this respect.

Art. 100

1 This Convention shall apply to the formation of contracts concluded following a proposal made after the entry into force of the Convention in respect of the Contracting States referred to in para. (a) para. 1 of the art. 1 or the Contracting State referred to in para. (b) from s. 1 of the art. 1.

2 This Convention shall apply only to contracts concluded after its entry into force in respect of the Contracting States referred to in para. (a) para. 1 of the art. 1 or the Contracting State referred to in paragraph 1 (b) of Article 1.

Art. 101

1 Any Contracting State may denounce this Convention, or the second or third part of the Convention, by a formal notification addressed in writing to the depositary.

2 The denunciation shall take effect on the first day of the month following the expiration of a period of twelve months after the date of receipt of the notification by the depositary. Where a longer period for the taking of the denunciation is specified in the notification, the denunciation shall take effect upon the expiration of the period in question after the date of receipt of the notification.

Done at Vienna, on 11 April, nine hundred and eighty, in one original, of which the Arabic, Chinese, English, French, Russian and Spanish texts are equally authentic.

In witness whereof, The undersigned plenipotentiaries, duly authorized by their respective Governments, have signed this Convention.

(Suivent signatures)

Scope of application on 24 June 2014 2

States Parties

Ratification

Accession (A)

Statement of Succession (S)

Entry into force

Albania

13 May

2009 A

1 Er June

2010

Germany *

21 December

1989

1 Er January

1991

Argentina *

19 July

1983 A

1 Er January

1988

Armenia *

2 December

2008 A

1 Er January

2010

Australia *

March 17

1988 A

1 Er April

1989

Australian states and Australian mainland

March 17

1988

1 Er April

1989

Exterior Australian Territories, except Christmas Island, Cocos (Keeling) and Ashmore and Cartier Islands

March 17

1988

1 Er April

1989

Austria

29 December

1987

1 Er January

1989

Bahrain

September 25

2013 A

1 Er October

2014

Belarus *

9 October

1989 A

1 Er November

1990

Belgium

October 31

1996 A

1 Er November

1997

Benin

July 29

2011 A

1 Er August

2012

Bosnia and Herzegovina

12 January

1994 S

6 March

1992

Brazil

March 4

2013 A

1 Er April

2014

Bulgaria

July 9

1990 A

1 Er August

1991

Burundi

4 September

1998 A

1 Er October

1999

Canada *

April 23

1991 A

1 Er May

1992

Chile *

7 February

1990

1 Er March

1991

China *

11 December

1986

1 Er January

1988

Cyprus

7 March

2005 A

1 Er April

2006

Colombia

10 July

2001 A

1 Er August

2002

Congo, Kinshasa

11 June

2014 A

1 Er July

2015

Korea (South)

17 February

2004 A

1 Er March

2005

Croatia

8 June

1998 S

8 October

1991

Cuba

2 November

1994 A

1 Er December

1995

Denmark *

February 14

1989

1 Er March

1990

Egypt

6 December

1982 A

1 Er January

1988

El Salvador

27 November

2006 A

1 Er December

2007

Ecuador

27 January

1992 A

1 Er February

1993

Spain

24 July

1990 A

1 Er August

1991

Estonia *

September 20

1993 A

1 Er October

1994

United States *

11 December

1986

1 Er January

1988

Finland *

15 December

1987

1 Er January

1989

France

August 6

1982

1 Er January

1988

Gabon

15 December

2004 A

1 Er January

2006

Georgia

August 16

1994 A

1 Er September

1995

Greece

12 January

1998 A

1 Er February

1999

Guinea

23 January

1991 A

1 Er February

1992

Honduras

10 October

2002 A

1 Er November

2003

Hungary *

June 16

1983

1 Er January

1988

Iraq

March 5

1990 A

1 Er April

1991

Iceland *

10 May

2001 A

1 Er June

2002

Israel

22 January

2002 A

1 Er February

2003

Italy

11 December

1986

1 Er January

1988

Japan

1 Er July

2008 A

1 Er August

2009

Kyrgyzstan

11 May

1999 A

1 Er June

2000

Lesotho

18 June

1981

1 Er January

1988

Latvia

July 31

1997 A

1 Er August

1998

Lebanon

21 November

2008 A

1 Er December

2009

Liberia

16 September

2005 A

1 Er October

2006

Lithuania

January 18

1995 A

1 Er February

1996

Luxembourg *

30 January

1997 A

1 Er February

1998

Macedonia

22 November

2006 S

17 November

1991

Mauritania

August 20

1999 A

1 Er September

2000

Mexico

29 December

1987 A

1 Er January

1989

Moldova

13 October

1994 A

1 Er November

1995

Mongolia

31 December

1997 A

1 Er January

1999

Montenegro

23 October

2006 S

3 June

2006

Norway *

July 20

1988

1 Er August

1989

New Zealand *

22 September

1994 A

1 Er October

1995

Uganda

12 February

1992 A

1 Er March

1993

Uzbekistan

27 November

1996 A

1 Er December

1997

Paraguay *

13 January

2006 A

1 Er February

2007

Netherlands

13 December

1990

1 Er January

1992

Aruba

13 December

1990

1 Er January

1992

Peru

25 March

1999 A

1 Er April

2000

Poland

19 May

1995

1 Er June

1996

Dominican Republic

7 June

2010 A

1 Er July

2011

Czech Republic *

September 30

1993 S

1 Er January

1993

Romania

22 May

1991 A

1 Er June

1992

Russia *

August 16

1990 A

1 Er September

1991

San Marino

22 February

2012 A

1 Er March

2013

Saint Vincent and the Grenadines *

12 September

2000 A

1 Er October

2001

Serbia

12 March

2001 S

April 27

1992

Singapore *

February 16

1995

1 Er March

1996

Slovakia *

28 May

1993 S

1 Er January

1993

Slovenia

7 January

1994 S

25 June

1991

Sweden *

15 December

1987

1 Er January

1989

Switzerland

21 February

1990 A

1 Er March

1991

Syria

19 October

1982 A

1 Er January

1988

Turkey

7 July

2010 A

1 Er August

2011

Ukraine *

3 January

1990 A

1 Er February

1991

Uruguay

25 January

1999 A

1 Er February

2000

Zambia

6 June

1986 A

1 Er January

1988

Reservations and declarations.

Reservations and declarations are not published in the RO. The texts in English and French can be found at the United Nations Internet site: http://treaties.un.org or obtained from the Directorate of Public International Law (DDIP), International Treaty Section, 3003 Berne.


RO 1991 307; FF 1989 I 709


1 RO 1991 306
2 RO 1991 307, 1993 2057, 1995 1215, 2004 3455, 2006 2021, 2009 1659, 2012 2553, 2014 2153. A version of the updated scope of application is published on the DFAE website (www.dfae.admin.ch/traites).


Status June 24, 2014