United Nations Convention on Contracts for the International Sale of Goods

Running head: CISG
United Nations Convention on Contracts for the International Sale of Goods
Name of the Student
Name of the University
Author Note

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The United Nations Convention on Contracts for the International Sale of
Goods (CISG; the Vienna Convention) (The Convention) acts as a standardized law in relation
to international sales. The convention has been duly ratified by 89 countries which make up a
considerable proportion to the world trading market. This feature of the convention as argued by
various commentators such as Bailey (1985) makes it one of the most successful uniform
international laws1. The United Nations Commission on International Trade Law (UNCITRAL)
had developed the convention which was signed in 1980 in Vienna. The convention has been
written through the use of plain language so that words which are in relation to legal nuances of
specific jurisdictions can be avoided. The Convention has been divided into four parts. The first
part deals with general provisions and area of application of the convention. The second parts
deals with provision related to formation of contracts through Articles 14-24. The third part deals
with provisions on relation to sale of goods through Articles 25-88 and the final part deals with
provisions such as declarations and reservations through Article 89-101.
It has been argued by Cook (1998) that the convention is “arguably the greatest
legislative achievement aimed at harmonising private international commercial law”2. On the
other hand it has been argued by Andersen that although there is little doubt in relation to the
success of the Convention there are still a few areas where improvement in relation to the
convention may be required3.
1 Bailey, D., The Vienna Convention: now made in Australia, sells to the World, Law Institute Journal 59 (3) March
1985, 198-201
2 Cook, V., CISG: From the Perspective of the Practitioner. Journal of Law and Commerce 17 (1998) 343-358
3 Andersen, C., Reasonable Time in Article 39 (1) of the CISG – Is Article 30(1) Truly a Uniform Provision?
Available at www.cisg.law.pace.edu/cisg/biblio/andersen.html

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The purpose of the paper is determine whether the convention is actually the most
successful international trade treaty so far in terms of scope, application and acceptance. The
paper initially examines the the aims and objectives of the Convention and then critically
analyzes the success of the convention after discussing the initial view which one have in
relation to it.
Through the convention an option is provided to the exporter to avoid the issue in relation
to the choice of law. This is because the convention provides for substantive rules which are
widely accepted and in relation to which a contractual parties, contracts and courts may rely
upon. In addition the convention is also deemed to be made a part of any domestic law applicable
otherwise in relation to transaction between parties from different states for goods, unless
otherwise excluded by express terms in a contract. The convention is considered as a success by
UNCITRAL with respect to its acceptability by various states belonging to all geographical
regions, all states of economic development and all primary social, economic and legal systems.
Those countries by whom the convention has been ratified are known as the contracting states.
Bonell (1996) have described the convention as emphasizing "the greatest influence on the law
of worldwide trans-border commerce" in relation to uniform law conventions4. It has also been
agued that the convention is the best legislative accomplishment and the “most successful
international document so far" in relation to uniform law of international sales. One of the
primary arguments which have been provided in support assertion is the flexible nature of the
convention with respect to the allowance provided to the contracting states towards getting
exception in relation to particular articles. The flexibility provided by the convention is a
4 Bonell, M. J., The UNIDROIT Principles of International Commercial Contracts and CISG – Alternatives or
Complementary Instruments? 26 Uniform Law Review (1996) 26-28

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primary factor with respect to convincing states having disparate legal traditions to take interest
and accept the uniform code. Even where there are few contracting parties which have asked for
a declaration (21 out of 89) the majority of states gave accepted and subscribed to the convention
without seeking any form of declaration.
It has been provided through the first part of the convention that it is applicable in
relation to contract between those parties who have their place of business in different states and
such states are those among the contracting states. As the number of contracting states are
significant, the provisions become a general path in relation to the applicability of the
convention. The convention is also applicable where the place of business of the parties are in
different countries who are not a part of the convention and the conflict of law provides for
applying the law of the contracting states. However there are significant states who have made a
declaration that they are not going to be bound to such laws. The application of convention is
applicable towards commercial products and goods only other than a few limitations which
include that the convention cannot be applied on family, personal or household goods as well as
aircrafts, ships, services, intangibles or auctions. In addition the position in relation to software is
different and is analyzed based upon the circumstances. However the parties to the contract have
the right under the convention to vary or exclude its application. While interpretation of the
convention is done the ‘international character’ of the convention, the requirement of good faith
as well as uniform application is to be considered. The general principles of the convention have
to be applied in order to determine its interpretation in situation where no such interpretation is
present and the issue is under the convention (a gap praeter legem) through the application of
public international law regulations.