Introduction to the UNITED NATIONS Convention on Contracts for the International Sale of Goods

The United Nations Convention on Contracts the International Sale of Goods is also know as the Vienna Convention, due to the city where the final draft was signed and approved. The CISG came into force on 1 January 1988, after being ratified by the following eleven countries: Argentina, China, Egypt, France, Hungary, Italy, Lesotho, Syria, United States of America, Yugoslavia and Zambia.


It continues to become open for ratification and also accession. Four States authorized it (it was
open for signature right until 30 September 1981) although at May 1994 one other 38 had
ratified it or acceded to it. These Contracting States comprise Australia, Canada, China,
France, Portugal,England, Germany, Italy, the Russian Federation, Spain and the USA. Notable omissions
include Japan plus the UK.
The Convention was adopted by a conference of 62 States convened by the Secretary
General of the UN. These States were representative in their legal system,
their geographic distribution and their trading profiles.
The Convention was designed to replace the Hague Consistent Laws on International
Legislation (ie The Uniform Law on International Sale of Goods of 1964, as well as the Uniform
Law on the Formation of Contracts for the International Sale of Items of 1964), which
were adopted by the Hague Conference of 1964. The Hague Conventions were ratified
just by a few States, being regarded as being technically defective in several aspects and Eurocentric
in the view of some, an implicit bias in favour of the developed
countries whose main trading interest had been the export of industrial products.
The Convention, and the Hague Conventions which preceded it, were the result of
many years of international discussions of, and studies on, the topic of uniform international
contracts of sale law.
The idea of an international law regarding sales dates back even to the 1930 to the International Institute for the Unification Private Law in Rome
(UNIDROIT). WWII interrupted this work, however UNIDROIT created the basis for the 1964 Hague convention.

The Vienna Convention has been discussed under the aegis of the
United Nations Commission on International Trade Law (UNCITRAL). The international
sales contract, by its very nature, has long raised choice of law problems as well as
difficult enforcement issues. The uniform international sales law movement has had as
its goal an uniform law addressing the international sale of goods transaction, a regulation
which, necessarily, would be used by the courts and tribunals of individual nations.
The ultimate issues of enforcement would not be touched by such a convention, which would be
administered on a case-by-case basis; but a consistent law would confer many other
benefits which could facilitate dispute resolution and, litigation.

The Convention is divided into four parts. The first part deals with the applicablility of the CISG. The second part deals with the formation of contracts, the third part deals with the substantive obligations of buyers and sellers.
Part Four of the Convention deals with issues including but not limited to when the Covnention enters into force and whether states can exclude certain parts (reservations and declarations).

Even though the Convention is a great advancement towards an unification of international laws, in practice its effects are or moderate impact. Practitioners often exclude the applicability of the CISG, since they are concerned that one national legal system can better address all of the issues arising from international sales. In other words: the CISG leaves too many questions unanswered as to be predictible.

In the second part of this article, we will elaborate on the substantive rights and obligations of the parties and in which regard they differ from national legal systems.

The author is interested and has published on in international and comparative law.