CISG: Harmonizing Private Commercial Laws

This report discusses the justification for the multilateral treaty of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and how it has achieved the legislative achievement of harmonizing private international commercial law. It explores the background of international trade law, the development of the CISG, its aims and provisions, and its impact on international trade. The CISG is a binding agreement that regulates commercial contracts for the cross-border sale of goods and promotes uniformity in international sales.

Work CISG

Table of Contents
Work CISG.................................................................................................................................................1
INTRODUCTION.....................................................................................................................................3
MAIN BODY.............................................................................................................................................3
In favour of the statement that CISG tends to harmonise the private commercial laws of contract so
it has achieved the legislative milestone...............................................................................................3
CONCLUSION..........................................................................................................................................9
REFERENCES.........................................................................................................................................10

INTRODUCTION
International trade law refers to all the rules and customs which are required to handle the trade
between different countries. This branch of rules is an independent field where government has also
become a part of world trade under world trade organisation. It applies to private sectors as well. It
regulates the trade between different countries through treaties. The states which have entered into a
treaty with each other are subject to international trade law to regulate their trading. The United Nations
conventions on contract for the international sale of goods (CISG), a multilateral treaty which
establishes uniform legal regime on contracts for cross boarder sale of the goods (Diaconescu, 2018) .
It is a binding agreement on the parties who have entered into contract with each other to trade
internationally. This report is about the justification for the multilateral treaty of 1980 United Nations
Convention on Contracts for the International Sale of Goods (CISG) as to whether it has achieved the
legislative achievement which aims to harmonise the private international commercial law.
MAIN BODY
In favour of the statement that CISG tends to harmonise the private commercial laws of contract so it
has achieved the legislative milestone.
International trade law is the set of rules that applies to the operations and operators of the
international trade. Earlier in the past, there was Lex Mercatoria which was the unwritten law or rules
which was based on customs and usage. It governs the international trade. But after the first world
world, the economic trade at world level increased rapidly which revealed a need to bring common set
of rules and standards which would govern the international trade. This sectors involves various
branches of the law like company, commercial, contract, business law, etc. The main sources of the
international trade law are the national law, international law and the Lex Mercatoria.
There are two types of international trade, one is private which is a branch of the international
private law which governs the trade relations between private individuals and the other is public, which
is a branch of the international public law which governs the trade relation between states
(Dobrovolná, 2017).
The United Nations Convention on Contract for the Sale of Goods is a multilateral treaty which
is binding on the parties who ave entered into the contract or agreement with each other. It is the set of
rules which regulate the commercial contracts between the individuals who have their business in the
different countries where performance and making of the contract is governed. It is for managing the

business transactions relating to trade of private sector but now government has also been included into
this as per the World Trade Organisation (WTO).
The draft of this convention was initiated by the International institute for the Unification of the
Private Law which was represented by he English, German, French and the Scandinavian scholars.
The first draft was completed in 1935 and was submitted to the League of Nation's member states for
the comments. Then based on their comments, second draft was prepared in 1939. These efforts took a
break after 1939 due to second world war but was again revived in 1951. Then in 1964, Hague
conference was organised and only 28 states attended it which adopted 2 conventions which are
Convention that related to a Uniform law on the Formation of Contracts for the International sale of the
Goods and the Convention relating to the Uniform Law of International Sales. Then in 1966, United
Nations Commission on International Trade Law (UNCITRAL) was born out which resulted in failure
of Hague Conventions.
The aim of UNCITRAL was to draft a treaty at international level for the sale of the goods
which would have greater degree of acceptance universally by the countries which have different
social, economic and legal systems. Then UNCITRAL and working Group together drafted the United
Nations Convention on Contract for the Sale of Goods (CISG) to represent all the jurisdictions and was
made by the members of diverse range of countries (FARIZAL, 2019). The first draft of this
convention was based on Hague convention in 1978. After 2 years, in the conference of United Nations
in Vienna, the United Nations Convention on Contract for the Sale of Goods(CISG) was adopted. In
1980, only 11 countries approved to this convention and now in present 76 countries have approved to
this convention.
The aim of this convention was to govern the formation of contract for the sale and provides the
rights and obligations of the parties (sellers and buyers) arisen from international contracts. It focuses
only on the contract of sale at international level and is not concerned with the validity or effect of
contract. Nor it focuses on ownership claims of the third parties. Another aim of this convention
(CISG) is to promote uniformity in international sales. It states uniform rules which sets to harmonies
different civil and common law system.
While dealing in global transactions or international trade, the national level laws are un-
reflective as to the emerging issues of the cross border transactions, globalization and the international
trade. So the convention of CISG is considered as superior to the national laws relating to sales.
This convention works to remove the legal barriers which occur in between the international
trade and promotes the development of international trade across the globe (khalf Owda and Mohsein,
2020). It aims to harmonise different laws relating to contract of sales at global level to ensure the

buyers and sellers that they are governed by the uniform rules in order to protect their trading at
international level.
This multilateral treaty is a success as it focuses to harmonise the private commercial contracts
which have been entered on international level and is a greatest legislative achievement. The CISG of
1980 contains the rules that governs the making and interpreting the international contracts which have
been entered into by different individuals or organisations for the sale of goods. Its purpose is not to
deprive the parties, that is, seller and buyer from their freedom to change the contract according to their
specifications. They can work on their own terms and conditions. It provides the remedies and
obligations for the parties so that there is harmony in entering into international contract for the sale of
goods.
Another advantage of this convention is that it gives option to the parties as to whether they
need to comply with the rules of this convention or not by specifying it into their contracts. They have
the power to mold the rules which are provided in this convention. The parties can exclude the
application of this convention by expressly mentioning it into their contracts that they their transaction
shall not be governed by the convention of CISG (Lookofsky, 2016). This proves the flexibility of the
law which helps the parties in entering into contracts freely.
When a party makes business or commercial transaction with multiple partners, it s not possible
for the party to get familiar with the laws of all the states of partners. So in order to solve this problem,
the convention of CISG provides the parties, a common code of law which shall be applied regardless
of place of business of buyer or the action is brought in the country of the seller. This convention is a
hard work of many years where compromises are made and solutions are given under this convention
which are suitable in all the legal systems which have adopted this convention. This is why it is the
most successful trade treaty at international level.
This law shall be applied to the parties on onsidering two factors which includes the place of
business of the parties and the kind of contract they have entered into. The kind of contracts which are
not included in this are the contracts which are for service only. The contract for sale of goods which
are not for family, household or personal use are included in this convention (Srivastava, 2020). The
parties who have their place of business in different countries and has made this convention, that is,
CISG as a part of their law are the contracting parties and the nationality of seller and buyer and place
of delivery of buyer does not matter while applying this law.
The convention provides the seller, a remedy of cure. Under this the seller can cure many
deficiencies which has arisen due to its fault while performing its obligations mentioned in the contract.
The buyer in some circumstances is bound to give this cure to the seller if it does not act within

reasonable time.
Article 34, 37 and 48 of the convention provides this. Article 34 states that a seller has a duty
to handover the document to the buyer and if seller provides defective document which causes less
severe loss to the buyer and he can cure this without taking any legal action, the seller shall be
entrusted with the remdedy to cure. Article 37 provides right to seller to replace the non comforming
goods before delivery date as fixed by the contract. Article 48 gives remedy to seller regarding failure
to perform the obligations if it can be done without undue delay or inconvinence to the buyer by the
seller (Al Harfan, 2018).
The paties who have entered into a contract for trading the goods may include a merger or
integration clause so that their prior agreements can be extinguished which are not mentioned into the
written contract. This convention makes it clear to the parties that they can contradict any words of
written contract by providing any evidence or through testimony to show that their written contract is
inconsistent with their real agreement. In case of MCC- Marble Ceramic Center, Inc v. Ceramic Nuova
D' Agostina, the buyer brought a suit for breach of contract where seller have failed to make delivery
to the buyer. The US court held thatArticle 8(3) of the convention precludes a application of parol rule
of evidence (Suciu, 2019). The facts of the case is that the plaintiff and defendent met at trade fair and
negotiated to purchase the ceramic tiles through an agreement. Through translator, the communication
took place and oral arguments was held between the parties for the quantity, quality, price and payment.
There was non payment for the transactions. The contract took place in February and the breach of suit
was brought for the transaction of April, May and August. The court held that CISG requires the
subjective intenet which is to be considered by the party if other was aware of it.
A contract under a common law rule is same for this convention. For a contract to come under
this rule of convention, the following essentials are required which includes an offer by one party and
acceptance by the other. The acceptance which has been subject to modification or alteration in the
offer will be reagrded as counter offer and not the acceptance whereas any accpetance which adds
something to the offer and does not change the puropse of the offer will be considered as an acceptance
subject to the condition that if seller does oppose to the said accpetance without undue delay.
The convention of CISG provides that it enforces the written contracts and the oral contracts as
well which are made in converstaion on phones or meetings. The parties may address the dispute while
enterting into a busienss transaction which involves contract for sale of goods. The main question arises
as to whose jurisdiction or law shall apply while resolving any dispute. The convention makes it clear
that the law of that party shall be applicable who is more closely connected. The decision on this shall
be dependent on the facts of each case and shall be regared as question of fact (Tastan, 2019). The

following shall be excluded from the application of the provision under this convention which includes
bills of exchange, arbitration agreements, cheques, promissory note for which question on choice of
law shall be decided by the common law rules.
When parties have not entered into agreement and there is breach of contract, then the contract
shall be governed by the jurisdictional law of that party which have significant relation to the parties
and the transaction. Under the contract of sale of goods which will be governed by the convention of
CISG, there is a forum selection clause which tells the jurisdiction in advance as to where the dispute
shall be litigated.
While enforcing the judgment, even if the claimant proves the jurisdictional requirement and
then obtains judgement, the problem of obtaining the satisfaction still persists. When a judgement is
passed against a party which is assetless or is declared as insolvent, the cliamant may face a probelm of
executing it. The convention of CISG provides that the claimant may be advised to take some form of
the security so that the judgement can be made in his favour (Verma, 2018). A remedy of injunction
helps in preventing the infringement of legal right rather than providing compensation to the party for
the loss which is caused due to violation or breach of the legal right.
The scope of convention of CISG is that it applies only to international trade or commercial sale
of the goods and governs sales at international level. The parties to the internaional contract of sale are
free to vary or derogate any of the provisions of this convention or may exclude the application of
covention of CISG as a whole according to Article 6 of the Convention. It does not bound the parties
to comply with the rules of this convention when entering into international contract.
To evaluate the statement that the convention of CISG harmonises the private commercial
international law, the CISG aims to provide uniformity, that is, it provides that the uniform or similar
rules which are designed for removing the barriers in the trade law. This uniformility is reflected in the
Preamble of the convention. Secondly, the principles of Article 7(1) of the convention includes
uniformity, international character and the goodfaith. It provides to promote uniformity in the
application of convention and focuses on observing the goodfaith in the international trade law
(Ataseven and Doger, 2018).
The four main policies under the rules of CISG inlcudes co-operation and reasonableness,
freedom of the contrct, compensation for breach of contract to the party and the successful completion
of the exchanges.
The parties who have signed or approved this convention are called the contracting parties. In
order to evaluate the statement that the convention of CISG has achieved the greatest legislative
achievement, it can be said that this is true as at present among the total international trading countries,

two third countries which have approved to this convention. This has made a great contribution on the
world trade as the member nations have the greatest influence on this convention rather than on any
other treaty. It is flexible in nature which encouraged many countries to join this, especially the one
which have unique legisltures which may not allow them to join this treaty. Out of 76 countries, 56
have approved the treaty with full scope without any reservation which shows that this convention has
achieved the high milestone in its international legislative space (Voon, 2017).
The standardisation of the laws governing international trade would make a positive impact on
the international trade which will improve the efficiency of business and work towards reducing the
unmercenary cost. Many countries are of the view that harmonisationa and modernisation of the
international trade law can be achieved by the continuous use of existing structure of convention of
CISG. Member states have accepted the convention with open hands and has given wide acceptance to
this law for governing their trade transaction at global level (Cottier, 2018). Contract of sale has been a
backbone of world commerce in all countries where the least developed countries is reached to
developed country through the world trade, so the Convention on Contract of Sale of Goods have
helped the least ecoconomically developed country to reach the developing country level.
In my opinion, the convention carries flexible rules like revocation, jurisdiction, etc. which
clearly shows that this convention does not bound any person to follow it. Rather it also states to apply
the principles of this convention according to its own terms and conditions. Likewise, it has same set of
common rules which are applied in different member states in order to make harmony between the
convention and domestic law. So CISG gives the modern and neutral framework to the world trade for
the contract of sale, which becomes the backbone of the trade at international level for all the countries.
So the convention of the CISG has achieced the milestone of harmonising the private commercial law.

CONCLUSION
It is concluded from the above report that the international trade law is a backbone of the world
economy. It aims to improve the economy of the country and also helps businesses to generate heavy
revenue from the global trade. The private sector as well as public sector are engaged in the world
trading. The private international trade is done with private individuals or companies whereas the
public international trade is done between the states. The convention on the Contract of sale of Goods
aims to haronise the private commercial law. It is flexible in nature as it provides the party an option to
eaither comply with its some rules or exclude whole. It also work towards making the global
transactions easy by enforcing both written as well as oral contracts (Young, 2016). The convention of
CISG provides remedy to the seller for cure in case there is deficiency in performing its legal
obligations which are stated in the Articles 34, 36 and 48 of the said convention. So i agree that this
convention works has achieved the milestones as two third of the world trading countries are signatory
to this which proves that this convention has laws which harmonise the private commercial laws of the
contracting states.

REFERENCES
(Books and Journals)
Al Harfan, S., 2018. An Overview of the UN Convention on Contracts for the International Sale of
Goods. Ct. Uncourt,=. 5. p.17.
Ataseven, B. and Doger, H., 2018. Damages Liability of the Seller under United Nations Convention
on Contracts for the International Sale of Goods. GSI Articletter. 18. p.21.
Cottier, T., 2018. The Changing Structure of International Trade Law. ZEuS Zeitschrift für
Europarechtliche Studien. 21(4). pp.421-436.
Diaconescu, A., 2018. Trends in the Development of the International Trade Law. Journal of Advanced
Research in Law and Economics (JARLE). 9(31). pp.72-77.
Dobrovolná, E., 2017. Convention on International Sale of Goods.
FARIZAL, M., 2019. UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS (CISG) DAN PRAKTIK PERDAGANGAN BARANG
INTERNASIONAL ANTARA INDONESIA DAN REPUBLIK RAKYAT TIONGKOK
(SUATU PENELITIAN DI PROVINSI ACEH). ETD Unsyiah.
khalf Owda, Z. and Mohsein, A.N., 2020. The solution to the contract the international sale of goods
due to the occurrence of the fundamental violation in the light of the Vene Convention
1980. Kut University College Journal for Humanitarian Science. 1(2).
Lookofsky, J., 2016. The 1980 United Nations Convention on contracts for the International sale of
Goods. In International Encyclopaedia of Laws (pp. 1-250). Kluwer Law International.
Srivastava, A., 2020. UN Convention on Contracts for the International Sale of Goods. In Modern Law
of International Trade (pp. 181-199). Springer, Singapore.
Suciu, A., 2019. The Vienna United Nations Convention on Contracts for International Sale of Goods,
in Relation to the Purchase Agreement Regulated by the Romanian Civil Code. Acta
Universitatis Lucian Blaga, p.114.
Tastan, F.G., 2019. Seller's Remedies against Breach of Contract by the Buyer under the Vienna
Convention on the International Sale of Goods. YBHD, p.359.
Verma, S.K., 2018. WTO and the Regulation of International Trade Law. In Contemporary Issues in
International Law (pp. 263-272). Springer, Singapore.
Voon, T., 2017. Restricting trade in cultural property: national treasures at the intersection between
cultural heritage and international trade law.
Young, M.A., 2016. International trade law compatibility of market-related measures to combat illegal,
unreported and unregulated (IUU) fishing. Marine Policy. 69. pp.209-219.
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