Current location - Plastic Surgery and Aesthetics Network - Plastic surgery and beauty - On the United Nations Convention on Contracts for the International Sale of Goods
On the United Nations Convention on Contracts for the International Sale of Goods
The United Nations Convention on Contracts for the International Sale of Goods is divided into four parts: (1) Scope of application; (2) Establishment of the contract; (3) Commodity sales; (4) the final clause. Full text *** 10 1. The main contents of the Convention include the following four aspects: 1. Basic principles of the convention. The principles of establishing a new international economic order, equality and mutual benefit, and taking into account different social, economic and legal systems. These basic principles are the basis for the implementation, interpretation and revision of the Convention, and they are also the guidelines for handling and developing international trade relations. 2. Scope of application. First, the convention only applies to international contracts for the sale of goods, that is, contracts for the sale of goods concluded between two parties whose places of business are in different countries, but it is clearly stipulated that the convention cannot be applied to the international sale of certain goods. Secondly, this Convention applies to contracts where both parties have their places of business in Contracting States, but if the law of a Contracting State should be applied to the contract according to the conflict rules applicable to the contract, the CISG should also apply to this situation, regardless of whether the places of business of both parties to the contract are in that Contracting State. In this regard, States parties may declare reservations upon ratification or accession. Third, the parties may expressly stipulate in the contract that this Convention shall not apply. (The scope of application does not allow States parties to reserve) 3. The conclusion of the contract. Including the form of contract and the legal effect of offer and acceptance. 4. Rights and obligations of buyers and sellers. 1. The seller's responsibilities are mainly manifested in three obligations: delivery of goods; Hand over all documents related to the goods; Transfer the ownership of the goods. Second, the buyer's responsibility is mainly manifested in two obligations: paying the price of the goods; Collect goods. Third, the remedies for breach of contract by buyers and sellers are specified in detail. Fourthly, several situations of risk transfer are stipulated. Fifth, the meaning of fundamental breach of contract and expected breach of contract and the obligations that both parties should perform when this happens are clarified. Sixth, the conditions of tax exemption basis are clarified. Supplement: CISG (United Nations Convention on Contracts for the International Sale of Goods). Authorized by the United Nations General Assembly, the United Nations Conference on Contracts for the International Sale of Goods (Vienna Conference) was held in Vienna, Austria from March 65438 to April 1980, with the participation of representatives from 62 countries. The convention was adopted at this meeting. The 1988 Convention will enter into force after reaching the number of legally ratified countries. China submitted its instrument of ratification of the Convention to the Secretary-General of the United Nations in February 1986 and became a party to the Convention. However, when we joined the Convention, according to the provisions of Article 95 and Article 96, China made reservations on Article 1 1 and Article 1 item b of the Convention. The States parties to the United Nations Convention on Contracts for the International Sale of Goods (Vienna, April 1980, 1 1) believe that the development of international trade on the basis of equality and mutual benefit is an important factor in promoting friendly relations between countries, bearing in mind the broad objectives of the resolutions adopted by the sixth special session of the United Nations General Assembly on the establishment of a new international economic order. The adoption of uniform rules for international sales contracts that take into account different social, economic and legal systems will help to reduce legal obstacles and promote the development of international trade. It is hereby agreed as follows: Amend the scope of application and general provisions of the first part of this paragraph and amend the scope of application of the first chapter of this paragraph Article 1 (1) This Convention applies to the sale of goods concluded between parties whose places of business are in different countries. Or (b) if the rules of private international law lead to the application of the law of a Contracting State. (2) If any transaction between the two parties or information disclosed by the two parties cannot be seen from the contract or at any time before or at the conclusion of the contract, the fact that the business places of the two parties are in different countries shall not be taken into account. (3) In determining the application of this Convention, the nationality of the parties and the civil or commercial nature of the parties or the contract shall not be taken into account. Article 2 This Convention does not apply to the following sales: (a) sales of goods purchased for personal, family or household use, unless the seller did not know and had no reason to know that these goods were purchased for any such use before or at the time of concluding the contract; (b) auction sales; (c) enforcing the sale of writs or other writs according to law; (d) Selling bonds, stocks, investment securities, negotiable instruments or currency; (e) the sale of ships, boats, hovercraft or aircraft. Electricity sales. Article 3 (1) A contract for the supply of goods manufactured or produced shall be regarded as a sales contract, except that the ordering party guarantees to supply most of the important materials needed for manufacturing or production. (2) This Convention does not apply to contracts in which most of the obligations of the supplier are to provide labor or other services. Article 4 This Convention is only applicable to the conclusion of sales contracts and the rights and obligations of buyers and sellers arising therefrom. In particular, this Convention has nothing to do with: (a) the validity of a contract, or the validity of any of its terms, or the validity of any usage, unless otherwise expressly provided; (b) The possible impact of the contract on the ownership of the goods sold. Article 5 This Convention shall not apply to the seller's liability for death or injury caused to any person by the goods. Article 6 Under the condition of Article 12, neither party may apply this Convention, or derogate from any provision of this Convention or change its effectiveness. When editing Article 7 of Chapter II General Provisions of this paragraph (1), the international nature of this Convention, the necessity of promoting its uniform application and the necessity of observing good faith in international trade should be taken into account. (2) Any issues within the scope of this Convention that are not explicitly settled in this Convention shall be settled in accordance with the general principles on which this Convention is based, or in the absence of general principles, in accordance with the applicable laws stipulated in private international law. Article 8 (1) As far as this Convention is concerned, statements and other acts made by one party shall be interpreted according to his intention if the other party already knows or cannot be unaware of his intention. (2) Where the provisions of the preceding paragraph do not apply, the statements and other acts made by the parties shall be interpreted according to the understanding that a reasonable person with the same qualifications as the other party should have under the same circumstances. (3) When determining the intention of a party or the understanding that a reasonable person should have, due consideration should be given to all the facts, including the negotiation situation, any customary practices and practices established between the parties and any subsequent actions of the parties. Article 9 (1) Any convention agreed by both parties and any convention established between both parties shall be binding on both parties. (2) Unless otherwise agreed, both parties shall be deemed to have tacitly agreed to apply the customary practices that both parties already know or should know to their contracts or the conclusion of contracts, which are well known and frequently observed by the parties to similar contracts involved in specific trade in international trade. Article 10 As far as this Convention is concerned: (a) If both parties have more than one place of business, the place of business which is most closely related to the contract and its performance shall be their place of business, but what both parties knew or envisaged at any time before or at the conclusion of the contract shall also be taken into account; (b) If the party has no place of business, reference shall be made to his habitual residence. Article 11 A sales contract does not need to be concluded or proved in writing, nor is it restricted by other formal conditions. The sales contract can be proved by any means, including witness. Article 12 Any provision in Article 11, Article 29 or Part II of this Convention that allows the sale contract or its modification or termination of the agreement, or any provision that any offer, acceptance or other expression of intention is made in any form other than writing, shall not apply. If either party has its place of business in a Contracting State that has made a declaration in accordance with Article 96 of this Convention, both parties may not derogate from this Article or change its effect. Article 13 For the purposes of this Convention, "writing" includes telegram and telex. Article 14 (1) A proposal to conclude a contract made to one or more specific persons constitutes an offer if it is absolutely certain and shows the intention of the offeror to be bound by it when it is accepted. If a proposal clearly specifies the goods and explicitly or implicitly specifies the quantity and price, or how to determine the quantity and price, the proposal is quite certain. (2) A proposal that is not made to one or more specific people shall only be regarded as an invitation to issue the starting price, unless the person who made the proposal clearly expresses the contrary intention. Article 15 (1) An offer takes effect when it reaches the offeree. (2) An offer, even if it is irrevocable, may be withdrawn if the notice of withdrawal reaches the offeree before or at the same time. Article 16 (1) Before the conclusion of a contract, an offer may be revoked, if the notice of revocation reaches the offeree before the offeree sends the acceptance notice. (2) However, an offer may not be revoked under any of the following circumstances: (1) The offer specifies the time limit for accepting the offer or otherwise indicates that the offer is irrevocable; Or (b) the offeree has reason to believe that the offer is irrevocable, and the offeree has trusted the offer. Article 17 An offer, even if it is irrevocable, shall be terminated upon notification that it has been refused to be delivered to the offeror. Article 18 (1) A statement or other act of the offeree expressing agreement with an offer is an acceptance, but silence or inaction does not in itself mean an acceptance. (2) The acceptance of an offer takes effect when the notice of consent reaches the offeror. If the notice of consent does not reach the offeror within the time specified by the offeror, if the time is not specified, the acceptance will be invalid within a reasonable time, but due consideration should be given to the transaction situation, including the rapid sequence of communication methods used by the offeror. The price of distribution must be accepted immediately, unless the situation is different. (3) However, if, according to the offer or the customary practices and practices established between the parties, the offeree can do some behavior, such as the behavior related to the delivery of goods or the payment of the price, to express his consent without giving notice to the offeror, the acceptance will take effect when the behavior is made, but the behavior must be made within the period specified in the preceding paragraph. Article 19 (1) A reply that accepts an offer but contains additions, restrictions or other changes is a rejection of the offer and constitutes a counter-offer. (2) However, an answer indicating acceptance of an offer, if the additions or different conditions contained therein do not substantially change the terms of the offer, will still constitute acceptance, unless the offeror objects to the different opinions orally or in writing within a certain period of time, without undue delay. If the offeror does not raise such objections, the terms of the contract shall be subject to the changes contained in the terms of the offer and the acceptance notice. (3) Additional or different conditions related to the price of goods, payment, quality and quantity of goods, place and time of delivery, scope of one party's liability to the other party, dispute settlement, etc. Are regarded as conditions for substantially changing the offer. Article 20 (1) The time limit for acceptance agreed by the offeror in a telegram or letter shall be counted from the date when the telegram or letter is sent, or from the date when the letter is not sent. The time limit for acceptance stipulated by the offeror by telephone, telex or other rapid communication means shall be counted from the time when the offer reaches the offeree. (2) When calculating the commitment period, legal holidays or non-business days within the commitment period shall be counted. However, if the acceptance notice does not reach the address of the offeror at the last 1 day of the acceptance period, because that day is a legal holiday or a non-business day at the business place of the offeror, the acceptance period will be postponed to the next business day. Article 21 (1) An overdue acceptance still has the effect of acceptance, if the offeror notifies the offeree of the intention orally or in writing without delay. (2) If the letter or other written document containing the overdue acceptance shows that it was sent under the condition of normal delivery and timely delivery to the offeror, the overdue acceptance has the effect of acceptance, unless the offeror informs the offeree orally or in writing without delay that he thinks his offer is invalid. Article 22 An acceptance may be withdrawn if the notice of withdrawal reaches the offeror before or at the same time as the acceptance should take effect. Article 23 A contract is concluded when the acceptance of an offer in accordance with the provisions of this Convention takes effect. Article 24 For the purposes of this Part of the Convention, an offer, acceptance or other expression of intention means "delivery" to the other party, that is, oral notification to the other party or face-to-face delivery to the other party or its business place or mailing address in any other way, or delivery to the other party's habitual residence if there is no business place or mailing address. Edit the third part of this clause Edit the first chapter of this clause General Provisions Article 25 If one party breaches the contract and causes damage to the other party, so that it is actually deprived of what he has the right to expect according to the contract, it is a fundamental breach of contract, unless the breaching party did not know in advance, and a reasonable person with the same qualifications is in the same situation and there is no reason to foresee it. Article 26 A declaration declaring a contract invalid shall take effect after notifying the other party. Article 27 Unless otherwise specified in this Part of this Convention, after a party sends any notice, demand or other notice in a manner appropriate to the circumstances, if the notice is delayed, wrongly delivered or fails to arrive, it shall not deprive the party of the right to use the notice. Article 28 If, according to the provisions of this Convention, one party has the right to require the other party to perform an obligation, the court is not obliged to make a judgment requiring the specific performance of that obligation, unless the court is willing to do so according to its own laws for similar sales contracts that are not within the scope of this Convention. Article 29 (1) A contract may be modified or terminated by mutual agreement. (2) If the written contract stipulates that any modification or dissolution according to the agreement must be made in writing, it shall not be modified or dissolved according to the agreement in any other way. However, if one party's behavior is trusted by the other party, this provision should not be observed. Chapter II Obligations of the Seller Article 30 The seller must deliver the goods, hand over all documents related to the goods and transfer the ownership of the goods in accordance with the provisions of the contract and this Convention. Section 1 Delivery of Goods and Delivery of Documents Article 31 If the seller is not obliged to deliver the goods at other specific places, its delivery obligations are as follows: (1) If the sales contract involves the transportation of goods, the seller shall deliver the goods to the first carrier for delivery to the buyer; (b) If the contract refers to specific goods or non-specific goods taken from a specific stock or not yet manufactured or produced, and both parties know that these goods will be manufactured or produced at a specific place when concluding the contract, the seller shall hand over the goods to the buyer at that place; (c) In other cases, the seller shall hand over the goods to the buyer at the place of business when concluding the contract. Article 32 (1) If the seller delivers the goods to the carrier according to the provisions of the contract or this Convention, but the goods are not marked on the goods, or the relevant contract has been clearly indicated by shipping documents or other means, the seller must send a delivery notice indicating the goods to the buyer. (2) If the seller is obliged to arrange the transportation of the goods, he must conclude the necessary contract to transport the goods to the designated place in a suitable mode of transportation according to the usual transportation conditions. (3) If the seller is not obliged to take out cargo transportation insurance, he must, at the request of the buyer, provide the buyer with all available necessary information to enable him to take out such insurance. Article 33 The seller must deliver the goods on the following agreed date: (1) If there is an agreed date in the contract, or the date can be determined from the contract, the goods shall be delivered on that date; (b) If a period of time is specified in the contract, or can be determined from the contract, the goods shall be delivered at any time during this period, unless circumstances indicate that the date should be selected by the buyer; Or (c) in other cases, within a reasonable time after the conclusion of the contract. Article 34 If the seller is obliged to hand over the documents related to the goods, he must hand over these documents at the time, place and manner stipulated in the contract. If the seller has handed over these documents before that time, he can correct any discrepancies in the documents before that time, but the exercise of this right should not cause unreasonable inconvenience or bear unreasonable expenses to the buyer. However, the buyer reserves the right to claim compensation as stipulated in this Convention. Section 2 Requirements of Goods and Third Parties Article 35 (1) The goods delivered by the seller must conform to the quantity, quality and specifications stipulated in the contract, and must be packed or boxed in the manner stipulated in the contract. (2) Unless otherwise agreed by both parties, the goods are not in conformity with the contract, unless the following requirements are met: (a) The goods are suitable for the purpose for which goods of the same specification are usually used; (b) The goods are suitable for any specific purpose of informing the seller explicitly or implicitly when concluding the contract, unless the circumstances show that the buyer does not rely on the seller's skills and judgment, or such reliance is unreasonable to him; (c) The quality of the goods is the same as the sample or model of the goods provided by the seller to the buyer; (d) The goods shall be packed in the same way as similar goods, or, if there is no such general way, in a way sufficient to preserve and protect the goods. (3) If the buyer knew or could not have been unaware of the non-conformity of the goods at the time of concluding the contract, the seller need not be liable for such non-conformity according to items (a) to (d) of the preceding paragraph. Article 36 In accordance with the provisions of the contract and this Convention, the seller shall be responsible for any non-conformity when the risk passes to the buyer, even if such non-conformity becomes obvious after that time. (2) The seller shall also be responsible for any non-conformity that occurs after the time mentioned in the preceding paragraph, if such non-conformity is due to the seller's violation of one of his obligations, including any guarantee that the goods will continue to be suitable for its usual purpose or a specific purpose for a certain period of time, or will maintain a certain quality or nature. Article 37 If the seller delivers the goods before the delivery date, he may deliver any missing part or make up the insufficient quantity of the delivered goods before that date, or deliver goods that are not in conformity with the contract to replace the delivered goods, or remedy any non-conformity in the delivered goods, but the exercise of this right shall not cause the buyer to suffer unreasonable inconvenience or bear unreasonable expenses. However, the buyer reserves the right to claim compensation as stipulated in this Convention. Article 38 (1) The buyer must inspect the goods or entrust others to inspect the goods within the shortest possible time according to the situation. (2) If the contract involves the transportation of goods, the inspection can be postponed until the goods arrive at the destination. (3) If the goods are transshipped in transit or the buyer has to transship the goods, and there is no reasonable opportunity for inspection, and the seller knew or should have known the possibility of such transshipment or transshipment when concluding the contract, the inspection may be postponed after the goods arrive at the new destination. Article 39 (1) If the goods are not in conformity with the contract, the buyer must notify the seller within a reasonable time after discovering or should have discovered the non-conformity, and explain the nature of the non-conformity; Otherwise, the buyer will lose the right to claim that the goods do not conform to the contract. In any case, if the buyer fails to notify the seller of the non-conformity of the goods within two years from the date of actual receipt of the goods, he loses the right to claim that the goods are not in conformity with the contract, unless this time limit is inconsistent with the warranty period stipulated in the contract. Article 40 If the non-conformity of the goods refers to some facts that the seller knew or could not have known but did not inform the buyer, the seller has no right to invoke the provisions of Articles 38 and 39. Article 41 The goods delivered by the seller must be goods for which no third party can claim any rights or claims, unless the buyer agrees to collect the goods according to these rights or claims. However, if such rights or requirements are based on industrial property rights or other intellectual property rights, the obligations of the seller shall comply with the provisions of Article 42. Article 42 (1) The goods delivered by the seller must be goods for which a third party cannot claim any rights or claims based on industrial property rights or other intellectual property rights, but only to the extent that the seller knew or could not have been unaware when concluding the contract. And such rights or requirements are based on industrial property rights or other intellectual property rights according to the laws of the following countries: (a) if both parties expect that the goods will be resold or used for other purposes in a certain country when concluding the contract, or (b) in any other case, according to the laws of the country where the buyer has his place of business. (2) The obligations of the seller in the preceding paragraph do not apply to the following situations: (a) The buyer knew or could not have been unaware of this right or requirement when concluding the contract; Or (b) the right or requirement occurs because the seller abides by the technical drawings, drawings, procedures or other specifications provided by the buyer. Article 43 (1) If the buyer fails to notify the seller within a reasonable time after knowing or should know the nature of the rights or demands of the third party, he will lose the right to invoke the provisions of Article 41 or Article 42. (2) If the seller knows the rights or requirements of a third party and the nature of such rights or requirements, he has no right to invoke the provisions of the preceding paragraph. Article 44 Notwithstanding the provisions of Article 39 (1) and Article 43 (1), if the buyer has reasonable reasons for not giving the required notice, he may still reduce the price according to the provisions of Article 50, or claim damages other than loss of profits. Section 3 Remedies for Seller's Breach of Contract Article 45 (1) If the seller fails to perform any obligations stipulated in the contract and this Convention, the buyer may: (a) exercise the rights stipulated in Articles 46 to 52; (b) claim damages according to the provisions of Articles 74 to 77. (2) Any right that the buyer may enjoy to claim damages shall not be lost because he exercises the right to take other remedial measures. (3) If the buyer takes some remedial measures for breach of contract, the court or arbitration tribunal shall not give the seller a grace period. Due to the word count, the answer is incomplete.