Контракты поставки / купли-продажи (международно-правовой режим)

Bloos721Bloos721 Expert, Staff
ред: 12 июн Lex Mercatoria

International Supply / Sale Contracts (International-Legal Frame)

国际货物销售


Унификация права ~ Unification of Law

КДМКПТ | Венская конвенция | Конвенция ООН о договорах международной купли-продажи товаров ~ CISG | Vienna Convention | United Nations Convention On Contracts For The International Sale Of Goods ~ 联合国国际货物销售合同公约

Конвенция ООН об исковой давности в международной купле-продаже товаров ~ UN Convention On The Limitation Period In The International Sale Of Goods ~ 国际货物销售时效期公约


Ранние попытки унификации ~ Early Attempts of Unification

ULF | Единообразный закон УНИДРУА о заключении договоров международной купли-продажи товаров ~ Unidroit Uniform Law on the Formation of Contracts for the International Sale of Goods

ULIS | Единообразный закон УНИДРУА о международной купле-продаже товаров | Unidroit Uniform Law on the International Sale of Goods


Международное частное право ~ International Private Law

Конвенция УНИДРУА о праве, применимом к международной купле-продаже товаров ~ Unidroit Convention on the Law Applicable to International Sales of Goods (1983)

Конвенция УНИДРУА о праве, применимом к договорам международной купли-продажи товаров ~ Unidroit Convention on the Law Applicable to Contracts for the International Sale of Goods (1955)


Сроки / исковая давность ~ Limitation Period

Конвенция ООН о сроках исковой давности в международной купле-продаже товаров ~ United Nations Convention On The Limitation Period In The International Sale Of Goods (Нью-Йорк, 1974 ~ Вена, 1980)


Договорные тексты ~ Contractual texts

Единообразные правила Юнситрал, касающиеся договорных условий о согласованной сумме, причитающейся в случае неисполнения обязательств ~ Uncitral Uniform Rules on Contract Clauses for an Agreed Sum Due upon Failure of Performance ~ 关于不履约情况下商定应付金额的合同条款的统一规则

Общие условия ЕЭК ООН для поставок и проведения строительно-монтажных работ завода и оборудования для импорта и экспорта ~ General Conditions of UNECE for the Supply and Erection of Plant and Machinery for Import and Export

Законодательство иностранных государств ~ Foreign Laws

⭐️ETK ~ Единообразный торговый кодекс США ~ Uniform Commercial Code

⭐️Закон Англии о купле продаже товаров ~ Sale of Goods Act


См. также образцы контрактов поставки — оборудования | потребительских товаров | пищевых и скоропортящихся товаров | нефти и нефтепродуктов (даунстрим)

Посты

  • BogdaBogda Moderator, Staff
    ред: 7 июн

    Венская конвенция 1980 о договорах международной купли-продажи товаров

    CISG | Vienna Convention 1980 | Convention On Contracts For The International Sale Of Goods

    联合国国际货物销售合同公约

    (на русском, английском и китайском языках)


    Текст Венской конвенции (русс/англ, pdf)

    Текст Венской конвенции (中文, pdf)



  • GregorGregor Supermoderator
    ред: Декабрь 2019

    Общие условия продажи для импорта и экспорта потребительских товаров долговременного пользования и прочих изделий машиностроительной отрасли

    General Conditions of Sale for the Import and Export of Durable Consumer Goods and of other Engineering Stock Articles




    См. также: контракты на поставку потребительских товаров

  • Aurora1990Aurora1990 Staff
    ред: 7 июн

    Конвенция Унидруа о представительстве в международной купле-продаже товаров

    Unidroit Convention on Agency in the International Sale of Goods

    Разработанная Международным институтом унификации частного права конвенция о представительстве в международной купле-продаже товаров была принята на дипломатической конференции в Женеве 17 февраля 1983 г.

    Призванная стать дополнением к Венской конвенции о договорах международной купли-продажи товаров, конвенция применяется в случаях, когда принципал и третье лицо имеют свое предприятие в различных странах и агент уполномочен принципалом заключить договоры продажи товаров с третьими лицами. Однако она также распространяется на агентские соглашения, которые уполномочивают агента только на представление клиентов принципалу.

    Конвенцию можно применять независимо от того, действует ли агент от собственного имени или от имени принципала. Она регулирует отношения между принципалом и агентом, а также отношения, затрагивающие третьих лиц.


    Текст Конвенции Унидруа о представительстве в международной купле-продаже товаров (русс/англ, pdf)

  • GregorGregor Supermoderator
    ред: 7 июн

    ULF | Единообразный закон УНИДРУА о заключении договоров международной купли-продажи товаров

    Unidroit Uniform Law on the Formation of Contracts for the International Sale of Goods

    (Гаага, 1964)

    Article 1

    The present law shall apply to the formation of contracts of sale of goods which, if they were concluded, would be governed by the Uniform Law on the International Sale of Goods.

    Article 2

    1. The provision of the following Articles shall apply except to the extent that it appears from the preliminary negotiations, the offer, the reply, the practices which the parties have established between themselves or usage, that other rules apply.

    2. However, a term of the offer stipulating that silence shall amount to acceptance is invalid.

    Article 3

    An offer or an acceptance need not be evidenced by writing and shall not be subject to any other requirement as to form. In particular, they may be proved by means of witnesses.

    Article 4

    1. The communication which one person addresses to one or more specific persons with the object of concluding a contract of sale shall not constitute an offer unless it is sufficiently definite to permit the conclusion of the contract by acceptance and indicates the intention of the offeror to be bound.

    2. This communication may be interpreted by reference to and supplemented by the preliminary negotiations, any practices which the parties have established between themselves, usage and the provisions of the Uniform Law on the International Sale of Goods.

    Article 5

    1. The offer shall not bind the offeror until it has been communicated to the offeree; it shall lapse if its withdrawal is communicated to the offeree before or at the same time as the offer.

    2. After an offer has been communicated to the offeree it can be revoked unless the revocation is not made in good faith or in conformity with fair dealing or unless the offer states a fixed time for acceptance or otherwise indicates that it is firm or irrevocable.

    3. An indication that the offer is firm or irrevocable may be express or implied from the circumstances, the preliminary negotiations, and any practices which the parties have established between themselves or usage.

    4. A revocation of an offer shall only have effect if it has been communicated to the offeree before he has dispatched his acceptance or has done any act treated as acceptance under paragraph 2 of Article 6.

    Article 6

    1. Acceptance of an offer consists of a declaration communicated by any means whatsoever to the offeror.

    2. Acceptance may also consist of the dispatch of the goods or of the price or of any other act which may be considered to be equivalent to the declaration referred to in paragraph 1 of this Article either by virtue of the offer or as a result of practices which the parties have established between themselves or usage.

    Article 7

    1. An acceptance containing additions, limitations or other modifications shall be a rejection of the offer and shall constitute a counter-offer.

    2. However, a reply to an offer which purports to be an acceptance but which contains additional or different terms which do not materially alter the terms of the offer shall constitute an acceptance unless the offeror promptly objects to the discrepancy; if he does not so object the terms of the contract shall be the terms of the offer with the modifications contained in the acceptance.

    Article 8

    1. A declaration of acceptance of an offer shall have effect only if it is communicated to the offeror within the time he has fixed or, if no such time is fixed, within a reasonable time, due account being taken of the circumstances of the transaction, including the rapidity of the means of communication employed by the offeror, and usage. In the case of an oral offer, the acceptance shall be immediate, if the circumstances do not show that the offeree shall have time for reflection.

    2. If a time for acceptance is fixed by an offeror in a letter or in a telegram, it shall be presumed to begin to run from the day the letter was dated or the hour of the day the telegram was handed in for dispatch.

    3. If an acceptance consists of an act referred to in paragraph 2 of Article 6, the act shall have effect only if it is done within the period laid down in paragraph 1 of the present Article.

    Article 9

    1. If the acceptance is late, the offeror may nevertheless consider it to have arrived in due time on condition that he promptly so informs the acceptor orally or by dispatch of a notice.

    2. If however the acceptance is communicated late, it shall be considered to have been communicated in due time, if the letter or document which contains the acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have been communicated in due time; this provision shall not however apply if the offeror has promptly informed the acceptor orally or by dispatch of a notice that he considers his offer as having lapsed.

    Article 10

    An acceptance cannot be evoked except by a revocation which is communicated to the offeror before or at the same time as the acceptance.

    Article 11

    The formation of the contract is not affected by the death of the parties or by his becoming incapable of contracting before acceptance unless the contrary results from the intention of the parties, usage or the nature of the transaction.

    Article 12

    1. For the purpose of the present law, the expression "to be communicated" means to be delivered at the address of the person to whom the communication is directed.

    2. Communications provided for by the present Law shall be made by the means usual in the circumstances.

    Article 13

    1. "Usage" means any practice or method of dealing which reasonable persons in the same situation as the parties usually consider to be applicable to the formation of their contract.

    2. Where expressions, provisions or forms of contract commonly used in commercial practice are employed, they shall be interpreted according to the meaning usually given to them in the trade concerned.

  • TesterogdTesterogd Moderator, Staff
    ред: 7 июн

    ULIS | Единообразный закон УНИДРУА 1964 о международной купле-продаже товаров

    Unidroit Uniform Law on the International Sale of Goods

    (Гаага, 1964)

    (статьи 1 - 67)

    Chapter I - Sphere of Application of the Law

    Article 1

    1. The present Law shall apply to contracts of sale of goods entered into by parties whose places of business are in the territories of different States, in each of the following cases: (a) where the contract involves the sale of goods which are at the time of the conclusion of the contract in the course of carriage or will be carried from the territory of one State to the territory of another; (b) where the acts constituting the offer and the acceptance have been effected in the territories of different States; (c) where delivery of the goods is to be made in the territory of a State other than that within whose territory the acts constituting the offer and the acceptance have been effected. 2. Where a party to the contract does not have a place of business, reference shall be made to his habitual residence. 3. The application of the present Law shall not depend on the nationality of the parties. 4. In the case of contracts by correspondence, offer and acceptance shall be considered to have been effected in the territory of the same State only if the letters, telegrams or other documentary communications which contain them have been sent and received in the territory of that State. 5. For the purpose of determining whether the parties have their places of business or habitual residences in "different States", any two or more States shall not be considered to be "different States" if a valid declaration to that effect made under Article 11 of the Convention dated the 1st day of July 1964 relating to a Uniform Law on the International Sale of Goods is in force in respect of them.

    Article 2

    1. Rules of private international law shall be excluded for the purposes of the application of the present Law, subject to any provision to the contrary in the said Law.

    Article 3

     The parties to a contract of sale shall be free to exclude the application thereto of the present Law either entirely or partially. Such exclusion may be express or implied.

    Article 4

     The present Law shall also apply where it has been chosen as the law of the contract by the parties, whether or not their places of business or their habitual residences are in different States and whether or not such States are Parties to the Convention dated the 1st day of July 1964 relating to a Uniform Law on the International Sale of Goods, to the extent that it does not affect the application of any mandatory provisions of law which would have applicable if the parties had not chosen the Uniform Law.

    Article 5

     1. The present Law shall not apply to sales: (a) of stocks, shares, investment securities, negotiable instruments or money; (b) of any ship, vessel or aircraft, which is or will be subject to registration; (c)of electricity; (d) by authority of law or on execution or distress. 2. The present Law shall not affect the application of any mandatory provision of national law for the protection of a party to a contract which contemplates the purchase of goods by that party by payment of the price by instalments.

    Article 6

     Contracts for the supply of goods to be manufactured or produced shall be considered to be sales within the meaning of the present Law, unless the party who orders the goods undertakes to supply an essential and substantial part of the materials necessary for such manufacture or production.

    Article 7

     The present Law shall apply to sales regardless of the commercial or civil character of the parties or of the contracts.

    Article 8

     The present Law shall govern only the obligations of the seller and the buyer arising from a contract of sale. In particular, the present Law shall not, except as otherwise expressly provided therein, be concerned with the formation of the contract, nor with the effect which the contract may have on the property in the goods sold, nor with the validity of the contract or of any of its provisions or of any usage.

    Chapter II - General Provisions

    Article 9

     1. The parties shall be bound by any usage which they have expressly or impliedly made applicable to their contract and by any practices which they have established between themselves. 2. They shall also be bound by usages which reasonable persons in the same situation as the parties usually consider to be applicable to their contract. In the event of conflict with the present Law, the usages shall prevail unless otherwise agreed by the parties. 3. Where expressions, provisions or forms of contract commonly used in commercial practice are employed, they shall be interpreted according to the meaning usually given to them in the trade concerned.

    Article 10

     For the purposes of the present Law, a breach of contract shall be regarded as fundamental wherever the party breach knew, or ought to have known, at the time of the conclusion of the contract, that a reasonable person in the same situation as the other party would not have entered into the contract if he had foreseen the breach and its effects.

    Article 11

     Where under the present Law an act is required to be performed "promptly", it shall be performed within as short a period as possible, in the circumstances, from the moment when the act could reasonably be performed.

    Article 12

     For the purposes of the present Law, the expression "current price" means a price based upon an official market quotation, or, in the absence of such a quotation, upon those factors which, according to the usage of the market, serve to determine the price.

    Article 13

     For the purposes of the present Law, the expression "a party knew or ought to have known", or any similar expression, refers to what should have been known to a reasonable person in the situation.

    Article 14

     Communications provided for by the present Law shall be made by the means usual in the circumstances.

    Article 15

     A contract of sale need not be evidenced by writing and shall not be subject to any other requirements as to form. In particular, it may be proved by means of witnesses.

    Article 16

     Where under the provisions of the present Law one party to a contract of sale is entitled to require performance of any obligation by the other party, a court shall not be bound to enter or enforce a judgment providing for specific performance except in accordance with the provisions of Article VII of the Convention dated the 1st day of July 1964 relating to a Uniform Law on the International Sale of Goods.

    Article 17

     Questions concerning matters governed by the present Law which are not expressly settled therein shall be settled in conformity with the general principles on which the present Law is based.

    Chapter III - Obligations of the Seller

    Article 18

     The seller shall effect delivery of the goods, hand over any documents relating thereto and transfer the property in the goods, as required by the contract and the present Law.

    Section I - Delivery of the Goods

    Article 19

     1. Delivery consists in the handing over of goods which conform with the contract. 2. Where the contract of sale involves carriage of the goods and no other place for delivery has been agreed upon, delivery shall be effected by handing over the goods to the carrier for transmission to the buyer. 3. Where the goods handed over to the carrier are not clearly appropriated to performance of the contract by being marked with an address or by some other means, the seller shall, in addition to handing over the goods, send to the buyer notice of the consignment and, if necessary, some document specifying the goods.

    Sub-Section I - Obligations of the Seller as Regards the Date and Place of Delivery

    A. Date of delivery

    Article 20

     Where the parties have agreed upon a date for delivery or where such date is fixed by usage, the seller shall, without the need for any other formality, be bound to deliver the goods at that date, provided that the date thus fixed is determined or determinable by the calendar or is fixed in relation to a definite event, the date of which can be ascertained by the parties.

    Article 21

     Where by agreement of the parties or by usage delivery shall be effected within a certain period (such as a particular month or season), the seller may fix the precise date of delivery, unless the circumstances indicate that the fixing of the date was reserved to the buyer.

    Article 22

     Where the date of delivery has not been determined in accordance with the provisions of Article 20 or 21, the seller shall be bound to deliver the goods within a reasonable time after the conclusion of the contract, regard being had to the nature of the goods and to the circumstances.

    B. Place of delivery

    Article 23

     1. Where the contract of sale does not involve carriage of the goods, the seller shall deliver the goods at the place where he carried on business at the time of the conclusion of the contract, or, in the absence of a place of business, at his habitual residence. 2. If the sale relates to specific goods and the parties knew that the goods were at a certain place at the time of the conclusion of the contract, the seller shall deliver the goods at that place. The same rule shall apply if the goods sold are unascertained goods to be taken from a specified stock or if they are to be manufactured or produced at a place known to the parties at the time of the conclusion of the contract.

    C. Remedies for the seller's failure to perform his obligations as regards the date and place of delivery


    Article 24

     1. Where the seller fails to perform his obligations as regards the date or the place of delivery, the buyer may, as provided in Articles 25 to 32: (a) require performance of the contract by the seller; (b) declare the contract avoided. 2. The buyer may also claim damages as provided in Article 82 or in Articles 84 to 87. 3. In no case shall the seller be entitled to apply to a court or arbitral tribunal to grant him a period of grace.

    Article 25

     The buyer shall not be entitled to require performance of the contract by the seller, if it is in conformity with usage and reasonably possible for the buyer to purchase goods to replace those to which the contract relates. In this case the contract shall be ipso facto avoided as from the time when such purchase should be effected.

    (a) Remedies as regards the date of delivery

    Article 26

     1. Where the failure to deliver the goods at the date fixed amounts to a fundamental breach of the contract, the buyer may either require performance by the seller or declare the contract avoided. He shall inform the seller of his decision within a reasonable time, otherwise the contract shall be ipso facto avoided. 2. If the seller requests the buyer to make known his decision under paragraph 1 of this Article and the buyer does not comply promptly, the contract shall be ipso facto avoided. 3. If the seller has effected delivery before the buyer has made known his decision under paragraph 1 of this Article and the buyer does not exercise promptly his right to declare the contract avoided, the contract cannot be avoided. 4. Where the buyer has chosen performance of the contract and does not obtain it within a reasonable time, he may declare the contract avoided.

    Article 27

     1. Where failure to deliver the goods at the date fixed does not amount to a fundamental breach of the contract, the seller shall retain the right to effect delivery and the buyer shall retain the right to require performance of the contract by the seller. 2. The buyer may however grant the seller an additional period of time of reasonable length. Failure to deliver within this period shall amount to a fundamental breached of the contract.

    Article 28

     Failure to deliver the goods at the date fixed shall amount to a fundamental breach of the contract whenever a price for such goods is quoted on a market where the buyer can obtain them.

    Article 29

     Where the seller tenders delivery of the goods before the date fixed, the buyer may accept or reject delivery; if he accepts, he may reserve the right to claim damages in accordance with Article 82.

    (b) Remedies as regards the place of delivery

    Article 30

     1. Where failure to deliver the goods at the place fixed amounts to a fundamental breach of the contract, and failure to deliver the goods at the date fixed would also amount to a fundamental breach, the buyer may either require performance of the contract by the seller or declare the contract avoided. The buyer shall inform the seller of his decision within a reasonable time; otherwise the contract shall be ipso facto avoided. 2. If the seller requests the buyer to make known his decision under paragraph 1 of this Article and the buyer does not comply promptly, the contract shall be ipso facto avoided. 3. If the seller has transported the goods to the place fixed before the buyer has made known his decision under paragraph 1 of this Article and the buyer does not exercise promptly his right to declare the contract avoided, the contract cannot be avoided.

    Article 31

     1. In cases not provided for in Article 30, the seller shall retain the right to effect delivery at the place fixed and the buyer shall retain the right to require performance of the contract by the seller. 2. The buyer may however grant the seller an additional period of time of reasonable length. Failure to deliver within this period at the place fixed shall amount to a fundamental breach of the contract.

    Article 32

     1. If delivery is to be effected by handing over the goods to a carrier and the goods have been handed over at a place other than that fixed, the buyer may declare the contract avoided, whenever the failure to deliver the goods at the place fixed amounts to a fundamental breach of the contract. He shall lose this right if he has not promptly declared the contract avoided. 2. The buyer shall have the same right, in the circumstances and on the conditions provided in paragraph 1 of this Article, if the goods have been despatched to some place other than that fixed. 3. If despatch from a place or to a place other than that fixed does not amount to a fundamental breach of the contract, the buyer may only claim damages in accordance with Article 82.

    Sub-Section 2 - Obligations of the Seller as Regards the Conformity of the Goods

    A. Lack of conformity

    Article 33

     1. The seller shall not have fulfilled his obligation to deliver the goods where he has handed over: (a) part of the goods sold or a larger or a smaller quantity of the goods than he contracted to sell; (b) goods which are not those to which the contract relates or goods of a different kind; (c)goods which lack the qualities of a sample or model which the seller has handed over or sent to the buyer, unless the seller has submitted it without any express or implied undertaking that the goods would conform therewith; (d) goods which do not possess the qualities necessary for their ordinary or commercial use; (e) goods which do not possess the qualities for some particular purpose expressly or impliedly contemplated by the contract; (f) in general, goods which do not possess the qualities and characteristics expressly or impliedly contemplated by the contract. 2. No difference in quantity, lack of part of the goods or absence of any quality or characteristic shall be taken into consideration where it is not material.

    Article 34

     In the cases to which Article 33 relates, the rights conferred on the buyer by the present Law exclude all other remedies based on lack of conformity of the goods.

    Article 35

     1. Whether the goods are in conformity with the contract shall be determined by their condition at the time when risk passes. However, if risk does not pass because of a declaration of avoidance of the contract or of a demand for other goods in replacement, the conformity of the goods with the contract shall be determined by their condition at the time when risk would have passed had they been in conformity with the contract. 2. The seller shall be liable for the consequences of any lack of conformity occurring after the time fixed in paragraph l of this Article if it was due to an act of the seller or of a person for whose conduct he is responsible.

    Article 36

     The seller shall not be liable for the consequences of any lack of conformity of the kind referred to in sub-paragraph d), e) or f) of paragraph 1 of Article 33, if at the time of the conclusion of the contract the buyer knew, or could not have been unaware of, such lack of conformity.

    Article 37

     If the seller has handed over goods before the date fixed for delivery he may, up to that date, deliver any missing part or quantity of the goods or deliver other goods which are in conformity with the contract or remedy any defects in the goods handed over, provided that the exercise of this right does not cause the buyer either unreasonable inconvenience or unreasonable expense.

    B. Ascertainment and notification of lack of conformity

    Article 38

     1. The buyer shall examine the goods, or cause them to be examined, promptly. 2. In case of carriage of the goods the buyer shall examine them at the place of destination. 3. If the goods are redespatched by the buyer without transhipment and the seller knew or ought to have known, at the time when the contract was concluded, of the possibility of such redespatch, examination of the goods may be deferred until they arrive at the new destination. 4. The methods of examination shall be governed by the agreement of the parties or, in the absence of such agreement, by the law or usage of the place where the examination is to be effected.

    Article 39

     1. The buyer shall lose the right to rely on a lack of conformity of the goods if he has not given the seller notice thereof promptly after he discovered the lack of conformity or ought to have discovered it. If a defect which could not have been revealed by the examination of the goods provided for in Article 38 is found later, the buyer may nonetheless rely on that defect, provided that he gives the seller notice thereof promptly after its discovery. In any event, the buyer shall lose the right to rely on a lack of conformity of the goods if he has not given notice thereof to the seller within a period of two years from the date on which the goods were handed over, unless the lack of conformity constituted a breach of a guarantee covering a longer period. 2. In giving notice to the seller of any lack of conformity, the buyer shall specify its nature and invite the seller to examine the goods or to cause them to be examined by his agent. 3. Where any notice referred to in paragraph 1 of this Article has been sent by letter, telegram or other appropriate means, the fact that such notice is delayed or fails to arrive at its destination shall not deprive the buyer of the right to rely thereon.

    Article 40

     The seller shall not be entitled to rely on the provisions of Articles 38 and 39 if the lack of conformity relates to facts of which he knew, or of which he could not have been unaware, and which he did not disclose.

    C. Remedies for lack of conformity

    Article 41

     1. Where the buyer has given due notice to the seller of the failure of the goods to conform with the contract, the buyer may, as provided in Articles 42 to 46: (a) require performance of the contract by the seller; (b) declare the contract avoided; (c) reduce the price. 2. The buyer may also claim damages as provided in Article 82 or in Articles 84 to 87.

    Article 42

     1. The buyer may require the seller to perform the contract: (a) if the sale relates to goods to be produced or manufactured by the seller, by remedying defects in the goods, provided the seller is in position to remedy the defects; (b) if the sale relates to specific goods, by delivering the goods to which the contract refers or the missing part thereof; (c) if the sale relates to unascertained goods, by delivering other goods which are in conformity with the contract or by delivering the missing part or quantity, except where the purchase of goods in replacement is in conformity with usage and reasonably possible. 2. If the buyer does not obtain performance of the contract by the seller within a reasonable time, he shall retain the rights provided in Articles 43 to 46.

    Article 43

     The buyer may declare the contract avoided if the failure of the goods to conform to the contract and also the failure to deliver on the date fixed amount to fundamental breaches of the contract. The buyer shall lose his right to declare the contract avoided if he does not exercise it promptly after giving the seller notice of the lack of conformity or, in the case to which paragraph 2 of Article 42 applies, after the expiration of the period referred to in that paragraph.

    Article 44

     1. In cases not provided for in Article 43, the seller shall retain, after the date fixed for the delivery of the goods, the right to deliver any missing part or quantity of the goods or to deliver other goods which are in conformity with the contract or to remedy any defect in the goods handed over, provided that the exercise of this right does not cause the buyer either unreasonable inconvenience or unreasonable expense. 2. The buyer may however fix an additional period of time of reasonable length for the further delivery or the remedying of the defect. If at the expiration of the additional period the seller has not delivered the goods or remedied the defect, the buyer may choose between requiring the performance of the contract or reducing the price in accordance with Article 46 or, provided that he does so promptly, declare the contract avoided.

    Article 45

     1. Where the seller has handed over part only of the goods or an insufficient quantity or where part only of the goods handed over is in conformity with the contract the provisions of Articles 43 and 44 shall apply in respect of the part or quantity which is missing or which does not conform with the contract. 2. The buyer may declare the contract avoided in its entirety only if the failure to effect delivery completely and in conformity with the contract amounts to a fundamental breach of the contract.

    Article 46

     Where the buyer has neither obtained performance of the contract by the seller nor declared the contract avoided, the buyer may reduce the price in the same proportion as the value of the goods at the time of the conclusion of the contract has been diminished because of their lack of conformity with the contract.

    Article 47

     Where the seller has proffered to the buyer a quantity of unascertained goods greater than that provided for in the contract, the buyer may reject or accept the excess quantity. If the buyer rejects the excess quantity, the seller shall be liable only for damages in accordance with Article 82. If the buyer accepts the whole or part of the excess quantity, he shall pay for it at the contract rate.

    Article 48

     The buyer may exercise the rights provided in Articles 43 to 46, even before the time for delivery, if it is clear that goods which would be handed over would not be in conformity with the contract.

    Article 49

     1. The buyer shall lose his right to rely on lack of conformity with the contract at the expiration of a period of one year after he has given notice as provided in Article 39, unless he has been prevented from exercising his right because of fraud on the part of the seller. 2. After the expiration of this period, the buyer shall not be entitled to rely on the lack of conformity, even by way of defence to an action. Nevertheless, if the buyer has not paid for the goods and provided that he has given due notice of the lack of conformity promptly, as provided in Article 39, he may advance as a defence to a claim for payment of the price a claim for a reduction in the price or for damages.

    Section II - Handing Over of Documents

    Article 50

     Where the seller is bound to hand over to the buyer any documents relating to the goods, he shall do so at the time and place fixed by the contract or by usage.

    Article 51

     If the seller fails to hand over documents as provided in Article 50 at the time and place fixed or if he hands over documents which are not in conformity with those which he was bound to hand over, the buyer shall have the same rights as those provided under Articles 24 to 32 or under Articles 41 to 49, as the case may be.

    Section III - Transfer of Property

    Article 52

     1. Where the goods are subject to a right or claim of a third person, the buyer, unless he agreed to take the goods subject to such right or claim, shall notify the seller of such right or claim. Unless the seller already knows thereof, and request that the goods should be freed therefrom within a reasonable time or that other goods free from all rights and claims of third persons be delivered to him by the seller. 2. If the seller complies with a request made under paragraph l of this Article and the buyer nevertheless suffers a loss, the buyer may claim damages in accordance with Article 82. 3. If the seller fails to comply with a request made under paragraph l of this Article and a fundamental breach of the contract results thereby, the buyer may declare the contract avoided and claim damages in accordance with Articles 84 to 87. If the buyer does not declare the contract avoided or if there is no fundamental breach of the contract, the buyer shall have the right to claim damages in accordance with Article 82. 4. The buyer shall lose his right to declare the contract avoided if he fails to act in accordance with paragraph l of this Article within a reasonable time from the moment when he became aware or ought to have become aware of the right or claim of the third person in respect of the goods.

    Article 53

     The rights conferred on the buyer by Article 52 exclude all other remedies based on the fact that the seller has failed to perform his obligation to transfer the property in the goods or that the goods are subject to a right or claim of a third person.

    Section IV - Other Obligations of the Seller

    Article 54

     1. If the seller is bound to despatch the goods to the buyer, he shall make, in the usual way and on the usual terms, such contracts as are necessary for the carriage of the goods to the place fixed. 2. If the seller is not bound by the contract to effect insurance in respect of the carriage of the goods, he shall provide the buyer, at his request, with all information necessary to enable him to effect such insurance.

    Article 55

     1. If the seller fails to perform any obligation other than those referred to in Articles 20 to 53, the buyer may: (a) where such failure amounts to a fundamental breach of the contract, declare the contract avoided, provided that he does so promptly, and claim damages in accordance with Articles 84 to 87, or (b) in any other case, claim damages in accordance with Article 82. 2. The buyer may also require performance by the seller of his obligation, unless the contract is avoided.

    Chapter IV - Obligations of the Buyer

    Article 56

     The buyer shall pay the price for the goods and take delivery of them as required by the contract and the present Law.

    Section I - Payment of the Price

    A. Fixing the price

    Article 57

     Where a contract has been concluded but does not state a price or make provision for the determination of the price, the buyer shall be bound to pay the price generally charged by the seller at the time of the conclusion of the contract.

    Article 58

     Where the price is fixed according to the weight of the goods, it shall, in case of doubt, be determined by the net weight.

    B. Place and date of payment

    Article 59

     1. The buyer shall pay the price to the seller at the seller's place of business or, if he does not have a place of business, at his habitual residence, or, where the payment is to be made against the handing over of the goods or of documents, at the place where such handing over takes place. 2. Where, in consequence of a change in the place of business or habitual residence of the seller subsequent to the conclusion of the contract, the expenses incidental to payment are increased, such increase shall be borne by the seller.

    Article 60

     Where the parties have agreed upon a date for the payment of the price or where such date is fixed by usage, the buyer shall, without the need for any other formality, pay the price at that date.

    C. Remedies for non-payment

    Article 61

     1. If the buyer fails to pay the price in accordance with the contract and with the present Law, the seller may require the buyer to perform his obligation. 2. The seller shall not be entitled to require payment of the price by the buyer if it is in conformity with usage and reasonably possible for the seller to resell the goods. In that case the contract shall be ipso facto avoided as from the time when such resale should be effected.

    Article 62

     1. Where the failure to pay the price at the date fixed amounts to a fundamental breach of the contract, the seller may either require the buyer to pay the price or declare the contract avoided. He shall inform the buyer of his decision within a reasonable time; otherwise the contract shall be ipso facto avoided. 2. Where the failure to pay the price at the date fixed does not amount to a fundamental breach of the contract, the seller may grant to the buyer an additional period of time of reasonable length. If the buyer has not paid the price at the expiration of the additional period, the seller may either require the payment of the price by the buyer or, provided that he does so promptly, declare the contract avoided.

    Article 63

     1. Where the contract is avoided because of failure to pay the price, the seller shall have the right to claim damages in accordance with Articles 84 to 87. 2. Where the contract is not avoided, the seller shall have the right to claim damages in accordance with Articles 82 and 83.

    Article 64

     In no case shall the buyer be entitled to apply to a court or arbitral tribunal to grant him a period of grace for the payment of the price.

    Section II - Taking of Delivery

    Article 65

     Taking delivery consists in the buyer's doing all such acts as are necessary in order to enable the seller to hand over the goods and actually taking them over.

    Article 66

     1. Where the buyer's failure to take delivery of the goods in accordance with the contract amounts to a fundamental breach of the contract or gives the seller good grounds for fearing that the buyer will not pay the price, the seller may declare the contract avoided. 2. Where the failure to take delivery of the goods does not amount to a fundamental breach of the contract, the seller may grant to the buyer an additional period of time of reasonable length. If the buyer has not taken delivery of the goods at the expiration of the additional period, the seller may declare the contract avoided provided that he does so promptly.

    Article 67

     1. If the contract reserves to the buyer the right subsequently to determine the form, measurement or other features of the goods (sale by specification) and he fails to make such specification either on the date expressly or impliedly agreed upon or within a reasonable time after receipt of a request from the seller, the seller may declare the contract avoided, provided that he does so promptly, or make the specification himself in accordance with the requirements of the buyer in so far as these are known to him. 2. If the seller makes the specification himself, he shall inform the buyer of the details thereof and shall fix a reasonable period of time within which the buyer may submit a different specification. If the buyer fails to do so the specification made by the seller shall be binding.

  • ТатьянаТатьяна Supermoderator
    ред: 7 июн

    ULIS (продолжение)

    (статьи 68 - 101)


    Article 68

     1. Where the contract is avoided because of the failure of the buyer to accept delivery of the goods or to make a specification, the seller shall have the right to claim damages in accordance with Articles 84 to 87. 2. Where the contract is not avoided, the seller shall have the right to claim damages in accordance with Article 82.


    Section III - Other Obligations of the Buyer

    Article 69

     The buyer shall take the steps provided for in the contract, by usage or by laws and regulations in force, for the purpose of making provision for or guaranteeing payment of the price, such as the acceptance of a bill of exchange, the opening of a documentary credit or the giving of a banker's guarantee.

    Article 70

     1. If the buyer fails to perform any obligation other than those referred to in Sections I and II of this Chapter, the seller may: (a) where such failure amounts to a fundamental breach of the contract, declare the contract avoided, provided that he does so promptly, and claim damages in accordance with Articles 84 to 87; or (b) in any other case claim damages in accordance with Article 82. 2. The seller may also require performance by the buyer of his obligation, unless the contract is avoided.

    Chapter V - Provisions Common to the Obligations of the Seller and of the Buyer

    Section I - Concurrence between Delivery of the Goods and Payment of the Price

    Article 71

     Except as otherwise provided in Article 72, delivery of the goods and payment of the price shall be concurrent conditions. Nevertheless, the buyer shall not be obliged to pay the price until he has had an opportunity to examine the goods.

    Article 72

     1. Where the contract involves carriage of the goods and where delivery is, by virtue of paragraph 2 of Article 19, effected by handing over the goods to the carrier, the seller may either postpone despatch of the goods until he receives payment or proceed to despatch them on terms that reserve to himself the right of disposal of the goods during transit. In the latter case, he may require that the goods shall not be handed over to the buyer at the place of destination except against payment of the price and the buyer shall not be bound to pay the price until he has had an opportunity to examine the goods. 2. Nevertheless, when the contract requires payment against documents, the buyer shall not be entitled to refuse payment of the price on the ground that he has not had the opportunity to examine the goods.

    Article 73

     1. Each party may suspend the performance of his obligations whenever, after the conclusion of the contract, the economic situation of the other party appears to have become so difficult that there is good reason to fear that he will not perform a material part of his obligations. 2. If the seller has already despatched the goods before the economic situation of the buyer described in paragraph 1 of this Article becomes evident, he may prevent the handing over of the goods to the buyer even if the latter holds a document which entitles him to obtain them. 3. Nevertheless, the seller shall not be entitled to prevent the handing over of the goods if they are claimed by a third person who is a lawful holder of a document which entitles him to obtain the goods, unless the document contains a reservation concerning the effects of its transfer or unless the seller can prove that the holder of the document, when he acquired it. knowingly acted to the detriment of the seller.


    Section II - Exemptions

    Article 74

     1. Where one of the parties has not performed one of his obligations, he shall not be liable for such non-performance if he can prove that it was due to circumstances which, according to the intention of the parties at the time of the conclusion of the contract, he was not bound to take into account or to avoid or to overcome; in the absence of any expression of the intention of the parties, regard shall be had to what reasonable persons in the same situation would have intended. 2 .Where the circumstances which gave rise to the non- performance of the obligation constituted only a temporary impediment to performance, the party in default shall nevertheless be permanently relieved of his obligation if, by reason of the delay, performance would be so radically changed as to amount to the performance of an obligation quite different from that contemplated by the contract. 3. The relief provided by this Article for one of the parties shall not exclude the avoidance of the contract under some other provision of the present Law or deprive the other party of any right which he has under the present Law to reduce the price, unless the circumstances which entitled the first party to relief were caused by the act of the other party or of some person for whose conduct he was responsible.


    Section III - Supplementary Rules Concerning the Avoidance of the Contract

    A. Supplementary grounds for avoidance

    Article 75

     1. Where, in the case of contracts for delivery of goods by instalments, by reason of any failure by one party to perform any of his obligations under the contract in respect of any instalment, the other party has good reason to fear failure of performance in respect of future instalments, he may declare the contract avoided for the future, provided that he does so promptly. 2. The buyer may also, provided that he does so promptly, declare the contract avoided in respect of future deliveries or in respect of deliveries already made or both, if by reason of their interdependence such deliveries would be worthless to him.

    Article 76

     Where prior to the date fixed for performance of the contract it is clear that one of the parties will commit a fundamental breach of the contract, the other party shall have the right to declare the contract avoided.

    Article 77

     Where the contract has been avoided under Article 75 or Article 76, the party declaring the contract avoided may claim damages in accordance with Articles 84 to 87.

    B. Effects of avoidance

    Article 78

     1. Avoidance of the contract releases both parties from their obligations thereunder, subject to any damages which may be due. 2. If one party has performed the contract either wholly or in part, he may claim the return of whatever he has supplied or paid under the contract. If both parties are required to make restitution, they shall do so concurrently.

    Article 79

     1. The buyer shall lose his right to declare the contract avoided where it is impossible for him to return the goods in the condition in which he received them. 2. Nevertheless, the buyer may declare the contract avoided: (a) if the goods or part of the goods have perished or deteriorated as a result of the defect which justifies the avoidance; (b) if the goods or part of the goods have perished or deteriorated as a result of the examination prescribed in Article 38; (c) if part of the goods have been consumed or transformed by the buyer in the course of normal use before the lack of conformity with the contract was discovered; (d) if the impossibility of returning the goods or of returning them in the condition in which they were received is not due to the act of the buyer or of some other person for whose conduct he is responsible; (e) if the deterioration or transformation of the goods is unimportant.

    Article 80

     The buyer who has lost the right to declare the contract avoided by virtue of Article 79 shall retain all the other rights conferred on him by the present Law.

    Article 81

     1. Where the seller is under an obligation to refund the price, he shall also be liable for the interest thereon at the rate fixed by Article 83, as from the date of payment. 2. The buyer shall be liable to account to the seller for all benefits which he has derived from the goods or part of them, as the case may be: (a) where he is under an obligation to return the goods or part of them; or (b) where it is impossible for him to return the goods or part of them, but the contract is nevertheless avoided.


    Section IV - Supplementary Rules Concerning Damages

    A. Damages where the contract is not avoided

    Article 82

     Where the contract is not avoided, damages for a breach of contract by one party shall consist of a sum equal to the loss, including loss of profit, suffered by the other party. Such damages shall not exceed the loss which the party in breach ought to have foreseen at the time of the conclusion of the contract, in the light of the facts and matters which then were known or ought to have been known to him, as a possible consequence of the breach of the contract.

    Article 83

     Where the breach of contract consists of delay in the payment of the price, the seller shall in any event be entitled to interest on such sum as is in arrears at a rate equal to the official discount rate in the country where he has his place of business or, if he has no place of business, his habitual residence, plus 1%.

    B. Damages where the contract is avoided

    Article 84

     1. In case of avoidance of the contract, where there is a current price for the goods, damages shall be equal to the difference between the price fixed by the contract and the current price on the date on which the contract is avoided. 2. In calculating the amount of damages under paragraph 1 of this Article, the current price to be taken into account shall be that prevailing in the market in which the transaction took place or, if there is no such current price or its application is inappropriate, the price in a market which serves as a reasonable substitute, making due allowance for differences in the cost of transporting the goods.

    Article 85

     If the buyer has bought goods in replacement or the seller has resold goods in a reasonable manner, he may recover the difference between the contract price and the price paid for the goods bought in replacement or that obtained by the resale.

    Article 86

     The damages referred to in Articles 84 and 85 may be increased by the amount of any reasonable expenses incurred as a result of the breach or up to the amount of any loss, including loss of profit, which should have been foreseen by the party in breach, at the time of the conclusion of the contract, in the light of the facts and matters which were known or ought to have been known to him, as a possible consequence of the breached of the contract.

    Article 87

     If there is no current price for the goods, damages shall be calculated on the same basis as that provided in Article 82.

    C. General provisions concerning damages

    Article 88

     The party who relies on a breach of the contract shall adopt all reasonable measures to mitigate the loss resulting from the breach. If he fails to adopt such measures, the party in breach may claim a reduction in the damages.

    Article 89

     In case of fraud, damages shall be determined by the rules applicable in respect of contracts of sale not governed by the present Law.


    Section V - Expenses

    Article 90

     The expenses of delivery shall be borne by the seller; all expenses after delivery shall be borne by the buyer.


    Section VI - Preservation of the Goods

    Article 91

     Where the buyer is in delay in taking delivery of the goods or in paying the price, the seller shall take reasonable steps to preserve the goods; he shall have the right to retain them until he has been reimbursed his reasonable expenses by the buyer.

    Article 92

    1. Where the goods have been received by the buyer, he shall take reasonable steps to preserve them if he intends to reject them; he shall have the right to retain them until he has been reimbursed his reasonable expenses by the seller. 2 .Where goods despatched to the buyer have been put at his disposal at their place of destination and he exercises the right to reject them, he shall be bound to take possession of them on behalf of the seller, provided that this may be done without payment of the price and without unreasonable inconvenience or unreasonable expense. This provision shall not apply where the seller or a person authorized to take charge of the goods on his behalf is present at such destination.

    Article 93

    The party who is under an obligation to take steps to preserve the goods may deposit them in the warehouse of a third person at the expense of the other party provided that the expense incurred is not unreasonable.

    Article 94

    1. The party who, in the cases to which Articles 91 and 92 apply, is under an obligation to take steps to preserve the goods may sell them by any appropriate means, provided that there has been unreasonable delay by the other party in accepting them or taking them back or in paying the cost of preservation and provided that due notice has been given to the other party of the intention to sell. 2. The party selling the goods shall have right to retain out of the proceeds of sale an amount equal to the reasonable costs of preserving the goods and of selling them and shall transmit the balance to the other party.

    Article 95

    Where, in the cases to which Articles 91 and 92 apply, the goods are subject to loss or rapid deterioration or their preservation would involve unreasonable expense, the party under the duty to preserve them is bound to sell them in accordance with Article 94.

    Chapter VI - Passing of the Risk

    Article 96

     Where the risk has passed to the buyer, he shall pay the price notwithstanding the loss or deterioration of the goods, unless this is due to the act of the seller or of some other person for whose conduct the seller is responsible.

    Article 97

    1. The risk shall pass to the buyer when delivery of the goods is effected in accordance with the provisions of the contract and the present law. 2. In the case of the handing over of goods which are not in conformity with the contract, the risk shall pass to the buyer from the moment when the handing over has, apart from the lack of conformity, been effected in accordance with the provisions of the contract and of the present Law, where the buyer has neither declared the contract avoided nor required goods in replacement.

    Article 98

    1. Where the handing over of the goods is delayed owing to the breach of an obligation of the buyer, the risk shall pass to the buyer as from the last date when, apart from such breach, the handing over could have been made in accordance with the contract. 2. Where the contract relates to a sale of unascertained goods, delay on the part of the buyer shall cause the risk to pass only when the seller has set aside goods manifestly appropriated to the contract and has notified the buyer that this has been done. 3. Where unascertained goods are of such a kind that the seller cannot set aside a part of them until the buyer takes delivery, it shall be sufficient for the seller to do all acts necessary to enable the buyer to take delivery.

    Article 99

    1. Where the sale is of goods in transit by sea, the risk shall be borne by the buyer as from the time at which the goods were handed over to the carrier. 2. Where the seller, at the time of the conclusion of the contract, knew or ought to have known that the goods had been lost or had deteriorated, the risk shall remain with him until the time of the conclusion of the contract:

    Article 100

    If, in a case to which paragraph 3 of Article 19 applies, the seller, at the time of sending the notice or other document referred to in that paragraph, knew or ought to have known that the goods had been lost or had deteriorated after they were handed over to the carrier, the risk shall remain with the seller until the time of sending such notice or document.

    Article 101

    The passing of the risk shall not necessarily by determined by the provisions of the contract concerning expenses.


    (конец документа)
  • ULIS (продолжение)

    (статьи 91 - 101)


    Section VI - Preservation of the Goods

    Article 91

     Where the buyer is in delay in taking delivery of the goods or in paying the price, the seller shall take reasonable steps to preserve the goods; he shall have the right to retain them until he has been reimbursed his reasonable expenses by the buyer.

    Article 92

    1. Where the goods have been received by the buyer, he shall take reasonable steps to preserve them if he intends to reject them; he shall have the right to retain them until he has been reimbursed his reasonable expenses by the seller. 2 .Where goods despatched to the buyer have been put at his disposal at their place of destination and he exercises the right to reject them, he shall be bound to take possession of them on behalf of the seller, provided that this may be done without payment of the price and without unreasonable inconvenience or unreasonable expense. This provision shall not apply where the seller or a person authorized to take charge of the goods on his behalf is present at such destination.

    Article 93

    The party who is under an obligation to take steps to preserve the goods may deposit them in the warehouse of a third person at the expense of the other party provided that the expense incurred is not unreasonable.

    Article 94

    1. The party who, in the cases to which Articles 91 and 92 apply, is under an obligation to take steps to preserve the goods may sell them by any appropriate means, provided that there has been unreasonable delay by the other party in accepting them or taking them back or in paying the cost of preservation and provided that due notice has been given to the other party of the intention to sell. 2. The party selling the goods shall have right to retain out of the proceeds of sale an amount equal to the reasonable costs of preserving the goods and of selling them and shall transmit the balance to the other party.

    Article 95

    Where, in the cases to which Articles 91 and 92 apply, the goods are subject to loss or rapid deterioration or their preservation would involve unreasonable expense, the party under the duty to preserve them is bound to sell them in accordance with Article 94.

    Chapter VI - Passing of the Risk

    Article 96

     Where the risk has passed to the buyer, he shall pay the price notwithstanding the loss or deterioration of the goods, unless this is due to the act of the seller or of some other person for whose conduct the seller is responsible.

    Article 97

    1. The risk shall pass to the buyer when delivery of the goods is effected in accordance with the provisions of the contract and the present law. 2. In the case of the handing over of goods which are not in conformity with the contract, the risk shall pass to the buyer from the moment when the handing over has, apart from the lack of conformity, been effected in accordance with the provisions of the contract and of the present Law, where the buyer has neither declared the contract avoided nor required goods in replacement.

    Article 98

    1. Where the handing over of the goods is delayed owing to the breach of an obligation of the buyer, the risk shall pass to the buyer as from the last date when, apart from such breach, the handing over could have been made in accordance with the contract. 2. Where the contract relates to a sale of unascertained goods, delay on the part of the buyer shall cause the risk to pass only when the seller has set aside goods manifestly appropriated to the contract and has notified the buyer that this has been done. 3. Where unascertained goods are of such a kind that the seller cannot set aside a part of them until the buyer takes delivery, it shall be sufficient for the seller to do all acts necessary to enable the buyer to take delivery.

    Article 99

    1. Where the sale is of goods in transit by sea, the risk shall be borne by the buyer as from the time at which the goods were handed over to the carrier. 2. Where the seller, at the time of the conclusion of the contract, knew or ought to have known that the goods had been lost or had deteriorated, the risk shall remain with him until the time of the conclusion of the contract:

    Article 100

    If, in a case to which paragraph 3 of Article 19 applies, the seller, at the time of sending the notice or other document referred to in that paragraph, knew or ought to have known that the goods had been lost or had deteriorated after they were handed over to the carrier, the risk shall remain with the seller until the time of sending such notice or document.

    Article 101

    The passing of the risk shall not necessarily by determined by the provisions of the contract concerning expenses.

  • ТатьянаТатьяна Supermoderator

    Конвенция о сроках исковой давности в международной купле-продаже товаров

    Convention On The Limitation Period In The International Sale Of Goods

    (Нью-Йорк, 1974 ~ Вена, 1980)  


    Текст конвенции о сроках исковой давности в международной купле-продаже товаров (русс/англ, pdf)

  • ТатьянаТатьяна Supermoderator

    Конвенция ООН о сроках исковой давности в международной купле-продаже товаров

    United Nations Convention On The Limitation Period In The International Sale Of Goods

    {Нью-Йорк, 1974 ~ Вена, 1980}

    Preamble

    PART I - Substantive Provisions

    (1 - 7) Sphere of application

    (8 - 12) The duration and commencement of the limitation period

    (13 - 21) Cessation and extension of the limitation period

    (22) Modification of the limitation period by the parties

    (23) General limit of the limitation period

    (24 - 27) Consequences of the expiration of the limitation period

    (28 - 29) Calculation of the period

    (30) International effect

    PART II - Implementation

    PART III - Declarations and Reservations

    PART IV - Final Clauses

    Final Provisions (of the 1974 Convention)

    Final Provisions (of the Amending Protocol)

    {Post Provisions}

    {Post Clauses (If any: Signed; Witnessed; Done; Authentic Texts; & Deposited Clauses)}


    Preamble

    The States Parties to the present Convention,

    Considering that international trade is an important factor in the promotion of friendly relations amongst States,

    Believing that the adoption of uniform rules governing the limitation period in the international sale of goods would facilitate the development of world trade,

    Considering that the Convention on the Limitation Period in the International Sale of Goods, concluded at New York on 14 June 1974 (the 1974 Limitation Convention), to conform to the United Nations Convention on Contracts for the International Sale of Goods, concluded at Vienna on 11 April 1980 (the 1980 Sales Convention), would promote the adoption of the uniform rules governing the limitation period contained in the 1974 Limitation Convention.

    Have amended the 1974 Limitation Convention as follows:


    PART I - Substantive Provisions

    Sphere of application

    Article 1

    1 . This Convention shall determine when claims of a buyer and a seller against each other arising from a contract of international sale of goods or relating to its breach, termination or invalidity can no longer be exercised by reason of the expiration of a period of time. Such period of time is hereinafter referred to as "the limitation period".

    2 . This Convention shall not affect a particular time-limit within which one party is required, as a condition for the acquisition or exercise of his claim, to give notice to the other party or perform any act other than the institution of legal proceedings.

    3 . In this Convention:

    (a) "buyer", "seller" and "party" mean persons who buy or sell, or agree to buy or sell, goods, and the successors to and assigns of their rights or obligations under the contract of sale;

    (b) "creditor" means a party who asserts a claim, whether or not such a claim is for a sum of money;

    (c) "debtor" means a party against whom a creditor asserts a claim.

    (d) "breach of contract" means the failure of a party to perform the contract or any performance not in conformity with the contract;

    (e) "legal proceedings" includes judicial, arbitral and administrative proceedings;

    (f) "person" includes corporation, company, partnership, association or entity, whether private or public, which can sue or be sued;


    (g) "writing" includes telegram and telex;


    (h) "year" means a year according to the Gregorian calendar.


    Article 2


    For the purposes of this Convention:


    (a) a contract of sale of goods shall be considered international if, at the time of the conclusion of the contract, the buyer and the seller have their places of business in different States;


    (b) the fact that the parties have their places of business in different States shall be disregarded whenever this fact does not appear either from the contract or from any dealings between, or from information disclosed by, the parties at any time before or at the conclusion of the contract;


    (c) where a party to a contract of sale of goods has places of business in more than one State, the place of business shall be that which has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemplated by the parties at the time of the conclusion of the contract;


    (d) where a party does not have a place of business, reference shall be made to his habitual residence;


    (e) neither the nationality of the parties nor the civil or commercial character of the parties or of the contract shall be taken into consideration.


    Article 3


    1 . This Convention shall apply only


    (a) If, at the time of the conclusion of the contract, the places of business of the parties to a contract of international sale of goods are in Contracting States; or


    (b) If the rules of private international law make the law of a Contracting State applicable to the contract of sale.


    2 . This Convention shall not apply when the parties have expressly excluded its application.


    Article 4


    This Convention shall not apply to sales:


    (a) of goods bought for personal, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use;


    (b) by auction;


    (c) on execution or otherwise by authority of law;


    (d) of stocks, shares, investment securities, negotiable instruments or money;


    (e) of ships, vessels, hovercraft or aircraft;


    (f) of electricity.


    Article 5


    This Convention shall not apply to claims based upon:


    (a) death of, or personal injury to, any person;


    (b) nuclear damage caused by the goods sold;


    (c) a lien, mortgage or other security interest in property;


    (d) a judgement or award made in legal proceedings:


    (e) a document on which direct enforcement or execution can be obtained in accordance with the law of the place where such enforcement or execution is sought;


    (f) a bill of exchange, cheque or promissory note.


    Article 6


    1 . This Convention shall not apply to contracts in which the preponderant part of the obligations of the seller consists in the supply of labour or other services.


    2 . Contracts for the supply of goods to be manufactured or produced shall be considered to be sales, unless the party who orders the goods undertakes to supply a substantial part of the materials necessary for such manufacture or production.


    Article 7


    In the interpretation and application of the provisions of this Convention, regard shall be had to its international character and to the need to promote uniformity.


    (8 - 12) The duration and commencement of the limitation period



    Article 8


    The limitation period shall be four years.


    Article 9


    1 . Subject to the provisions of articles 10, 11 and 12 the limitation period shall commence on the date on which the claim accrues.


    2 . The commencement of the limitation period shall not be postponed by:


    (a) a requirement that the party be given a notice as described in paragraph 2 of article 1, or


    (b) a provision in an arbitration agreement that no right shall arise until an arbitration award has been made.


    Article 10


    1 . A claim arising from a breach of contract shall accrue on the date on which such breach occurs.


    2 . A claim arising from a defect or other lack of conformity shall accrue on the date on which the goods are actually handed over to, or their tender is refused by, the buyer.


    3 . A claim based on fraud committed before or at the time of the conclusion of the contract or during its performance shall accrue on the date on which the fraud was or reasonably could have been discovered.


    Article 11


    If the seller has given an express undertaking relating to the goods which is stated to have effect for a certain period of time, whether expressed in terms of a specific period of time or otherwise, the limitation period in respect of any claim arising from the undertaking shall commence on the date on which the buyer notifies the seller of the fact on which the claim is based, but not later than on the date of the expiration of the period of the undertaking.


    Article 12


    1 . If, in circumstances provided for by the law applicable to the contract, one party is entitled to declare the contract terminated before the time for performance is due, and exercises this right, the limitation period in respect of a claim based on any such circumstances shall commence on the date on which the declaration is made to the other party. If the contract is not declared to be terminated before performance becomes due, the limitation period shall commence on the date on which performance is due.


    2 . The limitation period in respect of a claim arising out of a breach by one party of a contract for the delivery of or payment for goods by instalments shall, in relation to each separate instalment, commence on the date on which the particular breach occurs. If, under the law applicable to the contract, one party is entitled to declare the contract terminated by reason of such breach, and exercises this right, the limitation period in respect of all relevant instalments shall commence on the date on which the declaration is made to the other party.


    (13 - 21) Cessation and extension of the limitation period



    Article 13


    The limitation period shall cease to run when the creditor performs any act which, under the law of the court where the proceedings are instituted, is recognized as commencing judicial proceedings against the debtor or as asserting his claim in such proceedings already instituted against the debtor, for the purpose of obtaining satisfaction or recognition of his claim.


    Article 14


    1 . Where the parties have agreed to submit to arbitration, the limitation period shall cease to run when either party commences arbitral proceedings in the manner provided for in the arbitration agreement or by the law applicable to such proceedings.


    2 . In the absence of any such provision, arbitral proceedings shall be deemed to commence on the date on which a request that the claim in dispute be referred to arbitration is delivered at the habitual residence or place of business of the other party or, if he has no such residence or place of business, then at his last known residence or place of business.


    Article 15


    In any legal proceedings other than those mentioned in articles 13 and 14, including legal proceeding commenced upon the occurrence of:


    (a) the death or incapacity of the debtor,


    (b) the bankruptcy or any state of insolvency affecting the whole of the property of the debtor, or


    (c) the dissolution or liquidation of a corporation, company, partnership, association or entity when it is the debtor.


    The limitation period shall cease to run when the creditor asserts his claim in such proceedings for the purpose of obtaining satisfaction or recognition of the claim, subject to the law governing the proceedings.


    Article 16


    For the purposes of articles 13, 14 and 15, any act performed by way of counterclaim shall be deemed to have been performed on the same date as the act performed in relation to the claim against which the counterclaim is raised, provided that both the claim and the counterclaim relate to the same contract or to several contracts concluded in the course of the same transaction.


    Article 17


    1 . Where a claim has been asserted in legal proceedings within the limitation period in accordance with article 13, 14, 15 or 16, but such legal proceedings have ended without a decision binding on the merits of the claim, the limitation period shall be deemed to have continued to run.


    2 . If, at the time such legal proceedings ended, the limitation period has expired or has less than one year to run, the creditor shall be entitled to a period of one year from the date on which the legal proceedings ended.


    Article 18


    1 . Where legal proceedings have been commenced against one debtor, the limitation period prescribed in this Convention shall cease to run against any other party jointly and severally liable with the debtor, provided that the creditor informs such party in writing within that period that the proceedings have been commenced.


    2 . Where legal proceedings have been commenced by a subpurchaser against the buyer, the limitation period prescribed in this Convention shall cease to run in relation to the buyer's claim over against the seller, if the buyer informs the seller in writing within that period that the proceedings have been commenced.


    3 . Where the legal proceedings referred to in paragraphs 1 and 2 of this article have ended, the limitation period in respect of the claim of the creditor or the buyer against the party jointly and severally liable or against the seller shall be deemed not to have ceased running by virtue of paragraphs 1 and 2 of this article, but the creditor or the buyer shall be entitled to an additional year from the date on which the legal proceedings ended, if at that time the limitation period had expired or had less than one year to run.


    Article 19


    Where the creditor performs, in the State in which the debtor has his place of business and before the expiration of the limitation period, any act, other than the acts described in articles 13, 14, 15 and 16, which under the law of that State has the effect of recommencing a limitation period, a new limitation period of four years shall commence on the date prescribed by that law.


    Article 20


    1 . Where the debtor, before the expiration of the limitation period, acknowledges in writing his obligation to the creditor, a new limitation period of four years shall commence to run from the date of such acknowledgement.


    2 . Payment of interest or partial performance of an obligation by the debtor shall have the same effect as an acknowledgement under paragraph (1) of this article if it can reasonably be inferred from such payment or performance that the debtor acknowledges that obligation.


    Article 21


    Where, as a result of a circumstance which is beyond the control of the creditor and which he could neither avoid nor overcome, the creditor has been prevented from causing the limitation period to cease to run, the limitation period shall be extended so as not to expire before the expiration of one year from the date on which the relevant circumstance ceased to exist.


    (22) Modification of the limitation period by the parties



    Article 22


    1 . The limitation period cannot be modified or affected by any declaration or agreement between the parties, except in the cases provided for in paragraph (2) of this article.


    2 . The debtor may at any time during the running of the limitation period extend the period by a declaration in writing to the creditor. This declaration may be renewed.


    3 . The provisions of this article shall not affect the validity of a clause in the contract of sale which stipulates that arbitral proceedings shall be commenced within a shorter period of limitation than that prescribed by this Convention, provided that such clause is valid under the law applicable to the contract of sale.


    (23) General limit of the limitation period



    Article 23


    Notwithstanding the provisions of this Convention, a limitation period shall in any event expire not later than 10 years from the date on which it commenced to run under articles 9, 10, 11 and 12 of this Convention.


    (24 - 25) Consequences of the expiration of the limitation period



    Article 24


    Expiration of the limitation period shall be taken into consideration in any legal proceedings only if invoked by a party to such proceedings.


    Article 25


    1 . Subject to the provisions of paragraph (2) of this article and of article 24, no claim shall be recognized or enforced in any legal proceedings commenced after the expiration of the limitation period.


    2 . Notwithstanding the expiration of the limitation period, one party may rely on his claim as a defence or for the purpose of set-off against a claim asserted by the other party, provided that in the latter case this may only be done:


    (a) if both claims relate to the same contract or to several contracts concluded in the course of the same transaction; or


    (b) if the claims could have been set-off at any time before the expiration of the limitation period.


    Article 26


    Where the debtor performs his obligation after the expiration of the limitation period, he shall not on that ground be entitled in any way to claim restitution even if he did not know at the time when he performed his obligation that the limitation period had expired.


    Article 27


    The expiration of the limitation period with respect to a principal debt shall have the same effect with respect to an obligation to pay interest on that debt.


    Calculation of the period



    Article 28


    1 . The limitation period shall be calculated in such a way that it shall expire at the end of the day which corresponds to the date on which the period commenced to run. If there is no such corresponding date, the period shall expire at the end of the last day of the last month of the limitation period.


    2 . The limitation period shall be calculated by reference to the date of the place where the legal proceedings are instituted.


    Article 29


    Where the last day of the limitation period falls on an official holiday or other dies non juridicus precluding the appropriate legal action in the jurisdiction where the creditor institutes legal proceedings or asserts a claim as envisaged in article 13, 14 or 15, the limitation period shall be extended so as not to expire until the end of the first day following that official holiday or dies non juridicus on which such proceedings could be instituted or on which such a claim could be asserted in that jurisdiction.


    (30) International effect



    Article 30


    The acts and circumstances referred to in articles 13 through 19 which have taken place in one Contracting State shall have effect for the purposes of this Convention in another Contracting State, provided that the creditor has taken all reasonable steps to ensure that the debtor is informed of the relevant act or circumstances as soon as possible.


    PART II - Implementation


    Article 31


    1 . If a Contracting State has two or more territorial units in which, according to its constitution, different systems of law are applicable in relation to the matters dealt with in this Convention, it may, at the time of signature, ratification or accession, declare that this Convention shall extend to all its territorial units or only to one or more of them, and may amend its declaration by submitting another declaration at any time.


    2 . These declarations shall be notified to the Secretary-General of the United Nations and shall state expressly the territorial units to which the Convention applies.


    3 . If a Contracting State described in paragraph (1) of this article makes no declaration at the time of signature, ratification or accession, the Convention shall have effect within all territorial units of that State.


    4 . If, by virtue of a declaration under this article, this Convention extends to one or more but not all of the territorial units of a Contracting State, and if the place of business of a party to a contract is located in that State; this place of business shall, for the purposes of this Convention, be considered not to be in a Contracting State unless it is in a territorial unit to which the Convention extends.


    Article 32


    Where in this Convention reference is made to the law of a State in which different systems of law apply, such reference shall be construed to mean the law of the particular legal system concerned.


    Article 33


    Each Contracting State shall apply the provisions of this Convention to contracts concluded on or after the date of the entry into force of this Convention.


    PART III - Declarations and Reservations



    Article 34


    1 . Two or more Contracting States which have the same or closely related legal rules on matters governed by this Convention may at any time declare that the Convention shall not apply to contracts of international sale of goods where the parties have their places of business in those States. Such declarations may be made jointly or by reciprocal unilateral declarations.


    2 . A Contracting State which has the same or closely related legal rules on matters governed by this Convention as one or more non-Contracting States may at any time declare that the Convention shall not apply to contracts of international sale of goods where the parties have their places of business in these States.


    3 . If a State which is the object of a declaration under paragraph (2) of this article subsequently becomes a Contracting State, the declaration made shall, as from the date on which this Convention enters into force in respect of the new Contracting State, have the effect of a declaration made under paragraph (1), provided that the new Contracting State joins in such declaration or makes a reciprocal unilateral declaration.


    Article 35


    A Contracting State may declare, at the time of the deposit of its instrument of ratification or accession, that it will not apply the provisions of this Convention to actions for annulment of the contract.


    Article 36


    Any State may declare, at the time of the deposit of its instrument of ratification or accession, that it shall not be compelled to apply the provisions of article 24 of this Convention.


    Article 37


    This Convention shall not prevail over any international agreement which has already been or may be entered into and which contains provisions concerning the matters governed by this Convention, provided that the seller and buyer have their places of business in States parties to such agreement.


    Article 38


    1 . A Contracting State which is a party to an existing convention relating to the international sale of goods may declare, at the time of the deposit of its instrument of ratification or accession, that it will apply this Convention exclusively to contracts of international sale of goods as defined in such existing convention.


    2 . Such declaration shall cease to be effective on the first day of the month following the expiration of 12 months after a new convention on the international sale of goods, concluded under the auspices of the United Nations, shall have entered into force.


    Article 39


    No reservation other than those made in accordance with articles 34, 35, 36 and 38 shall be permitted.


    Article 40


    1 . Declaration made under this Convention shall be addressed to the Secretary-General of the United Nations and shall take effect simultaneously with the entry of this Convention into force in respect of the State concerned, except declarations made thereafter. The latter declarations shall take effect on the first day of the month following the expiration of six months after the date of their receipt by the Secretary-General of the United Nations. Reciprocal unilateral declarations under article 34 shall take effect on the first day of the month following the expiration of six months after the receipt of the latest declaration by the Secretary-General of the United Nations.


    2 . Any State which has made a declaration under this Convention may withdraw it at any time by a notification addressed to the Secretary-General of the United Nations. Such withdrawal shall take effect on the first day of the month following the expiration of six months after the date of the receipt of the notification by the Secretary-General of the United Nations. In the case of a declaration made under article 34 of this Convention, such withdrawal shall also render inoperative, as from the date on which the withdrawal takes effect, any reciprocal declaration made by another State under that article.


    PART IV - Final Clauses



    Final Provisions (of the 1974 Convention)



    Article 41


    This Convention shall be open until 31 December 1975 for signature by all States at the Headquarters of the United Nations.


    Article 42


    This Convention is subject to ratification. The instruments of ratification shall be deposited with the Secretary-General of the United Nations.


    Article 43


    This Convention shall remain open for accession by any State. The instruments of accession shall be deposited with the Secretary-General of the United States.


    Article 44


    1 . This Convention shall enter into force on the first day of the month following the expiration of six months after the date of the deposit of the tenth instrument of ratification or accession.


    2 . For each State ratifying or acceding to this Convention after the deposit of the tenth instrument of ratification or accession, this Convention shall enter into force on the first day of the month following the expiration of six months after the date of the deposit of its instrument of ratification of accession.


    Article 45


    1 . Any Contracting State may denounce this Convention by notifying the Secretary-General of the United Nations to that effect.


    2 . The denunciation shall take effect on the first day of the month following the expiration of 12 months after receipt of the notification by the Secretary-General of the United Nations.


    Article 46


    The original of this Convention, of which the Chinese, English, French, Russian and Spanish texts are equally authentic, shall be deposited with the Secretary-General of the United Nations.


    Final Provisions (of the Amending Protocol)



    Article 47


    The Secretary-General of the United Nations is hereby designated as the depositary for this Protocol.


    Article 48


    1 . This Protocol shall be open for accession by all States.


    2 . Accession to this Protocol by any State which is not a Contracting Party to the 1974 Limitation Convention shall have the effect of accession to that Convention as amended by this Protocol, subject to the provisions of article XI.


    3 . Instruments of accession shall be deposited with the Secretary-General of the United Nations.


    Article 49


    1 . This Protocol shall enter into force on the first day of the sixth month following the deposit of the second instrument of accession, provided that on that date:


    (a) The 1974 Limitation Convention is itself in force; and


    (b) The 1980 Sales Convention is also in force.


    If these Conventions are not both in force on that date, this Protocol shall enter into force on the first day on which both Conventions are in force.


    2 . For each State acceding to this Protocol after the second instrument of accession has been deposited, this Protocol shall enter into force on the first day of the sixth month following the deposit of its instrument of accession, if by that date the Protocol is itself in force. If by that date the Protocol itself is not yet in force, the Protocol shall enter into force for the State on the date the Protocol itself enters into force.


    Article 50


    If a State ratifies or accedes to the 1974 Limitation Convention after the entry into force of this Protocol, the ratification or accession shall also constitute an accession to this Protocol if the State notifies the depositary accordingly.


    Article 51


    Any State which becomes a Contracting Party to the 1974 Limitation Convention, as amended by this Protocol, by virtue of articles 8, 9 or 10 of this Protocol shall, unless it notifies the depositary to the contrary, be considered to be also a Contracting Party to the Convention, unamended, in relation to any Contracting Party to the Convention not yet a Contracting Party to this Protocol.


    Article 52


    Any State may declare at the time of the deposit of its instrument of accession or its notification under article 10 that it will not be bound by article 1 of the Protocol. A declaration made under this article shall be in writing and be formally notified to the depositary.


    Article 53


    1 . A Contracting State may denounce this Protocol by notifying the depositary to that effect.


    2 . The denunciation shall take effect on the first day of the month following the expiration of twelve months after receipt of the notification by the depositary.


    3 . Any Contracting State in respect of which this Protocol ceases to have effect by the application of paragraphs (1) and (2) of this article shall remain a Contracting Party to the 1974 Limitation Convention, unamended,unless it denounces the unamended Convention in accordance with article 45 of that Convention.


    Article 54


    1 . The depositary shall transmit certified true copies of this Protocol to all States.


    2 . When this Protocol enters into force in accordance with article 9, the depositary shall prepare a text of the 1974 Limitation Convention, as amended by this Protocol, and shall transmit certified true copies to all States Parties to that Convention, as amended by this Protocol.


    Done at Vienna, this day of 11 April 1980, in a single original, of which the Arabic, Chinese, English, French, Russian and Spanish texts are equally authentic.

  • CliveClive Moderator, Staff

    Общие условия Европейской экономической комиссии ООН для поставок и проведения строительно-монтажных работ завода и оборудования для импорта и экспорта

    General Conditions of United Nations Economic Commission for Europe for the Supply and Erection of Plant and Machinery for Import and Export

    Текст Общих условий ЕЭК ООН (русс/англ, pdf)

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