United Nations Convention on Contracts for the International Sale of Goods

Coming into Force01 January 1988
CitationUNTS v. 1489 (p.3)
Registration Number25567
Registration Date01 January 1988
Date of Conclusion11 April 1980
Subject TermsTrade law,Labour,Legal matters,Trade
Party Submitting the Application for Registrationex officio
ParticipantsAlbania,Argentina,Armenia,Australia,Austria,Azerbaiján,Bahrein,Bélgica,Benin,Bosnia & Herzegovina,Brasil,Bulgaria,Burundi,Byelorussian Soviet Socialist Republic,Camerún,Canada,Chile,China,Colombia,Congo,Cook Islands,Costa Rica,Croacia,Cuba,Cyprus,Czech Republic,Czechoslovakia,Democratic People's Republic of Korea,Dinamarca,República Dominicana,Ecuador,Egipto,El Salvador,Estonia,Federal Republic of Germany,Fiji,Finlandia,France,Gabon,Georgia,German Democratic Republic,Ghana,Greece,Guatemala,Guinea,Guyana,Honduras,Hungria,Islandia,Iraq,Israel,Italia,Japón,Kyrgyzstan,Lao People's Democratic Republic,Latvia,Lebanon,Lesotho,Liberia,Liechtenstein,Lithuania,Luxembourg,Madagascar,Manitoba,Mauritania,México,Mongolia,Montenegro,Holanda,New Brunswick,New Zealand,Newfoundland,Niue,Noruega,Ontario,Paraguay,Perú,Polonia,Prince Edward Island,Province of Alberta,Province of Nova Scotia,Republic of Korea,Republic of Moldova,Rumania,San Marino,Singapore,Eslovaquia,Eslovenia,España,St. Vincent and the Grenadines,State of Palestine,Portugal,Suecia,Suiza,Syrian Arab Republic,The former Yugoslav Republic of Macedonia,Tokelau Islands,Turquia,Uganda,Ukrainian Soviet Socialist Republic,Union of Soviet Socialist Republics,United States,Uruguay,Uzbekistan,Venezuela,Viet Nam,Yugoslavia (Federal Republic of),Yugoslavia (Socialist Federal Republic of),Zambia
DepositarySecretary-General of the United Nations
No. 25567
MULTILATERAL
United
Nations Convention
on
contracts
for
the
inter
national
sale
of
goods.
Concluded
at
Vienna
on
11
April
1980
Authentic
texts:
Arabic,
Chinese, English,
French,
Russian
and
Spanish.
Registered
ex
officio
on
1
January
1988.
MULTILATERAL
Convention
des
Nations
Unies
sur
les
contrats
de
vente
internationale
de
marchandises.
Conclue
Vienne
le
11
avril
1980
Textes
authentiques
:
arabe,
chinois,
anglais,
français,
russe
et
espagnol.
Enregistrée
d'office
le
1
er
janvier
1988.
Vol.
1489,
1-25567
1988
United
Nations
Treaty
Series
»
Nations
Unies
Recueil
des
Traités_______59
UNITED
NATIONS
CONVENTION
1
ON
CONTRACTS
FOR
THE
INTERNATIONAL
SALE
OF
GOODS
The
States
Parties
to
this
Convention,
Bearing
in
mind
the
broad
objectives
in
the
resolutions
adopted
by
the
sixth
special
session
of
the
General
Assembly
of
the
United
Nations
on
the
estab
lishment
of
a
New
International
Economic
Order,
Considering
that
the
development
of
international
trade
on
the
basis
of
equality
and
mutual
benefit
is
an
important
element
in
promoting
friendly
relations
among
States,
Being
of
the
opinion
that
the
adoption
of
uniform
rules
which
govern con
tracts
for
the
international
sale
of
goods
and
take
into
account
the different
social,
economic
and
legal
systems
would
contribute
to
the
removal
of
legal
barriers
in
international
trade
and
promote
the
development
of
international
trade,
'
Came into
force
on
I
January
1988,
i.e.,
the
first
day
of
the
month
following
the
expiration
of
12
months
after
the
date
of
deposit
with
the Secretary-General
of
the
United
Nations
of
the
tenth
instrument
of
ratification,
acceptance,
approval
or
accession,
in
accordance
with
article
99
(1):
Date
of
deposit
of
the instrument
of
ratification,
approval
State
or
accession
(a)
.
Argentina*..................................................
19
July
1983
a
China*
.....................................................
11
December
1986
AA
Egypt
......................................................
6
December
1982
a
France
.....................................................
6
August
1982
AA
Hungary*...................................................
16
June
1983
Italy
.......................................................
11
December
1986
Lesotho
....................................................
18
June
1981
Syrian Arab
Republic
........................................
19
October
1982
a
United
States
of
America*....................................
11
December
1986
Yugoslavia*.................................................
27
March
1985
Zambia.....................................................
6
June
1986
a
Subsequently,
the
Convention
came
into
force
for
the
following
States
on
the
first
day
of
the
month
following
the
expiration
of
twelve
months
after
the
date
of
the
deposit
of
their
instruments
of
ratification,
acceptance,
approval
or
accession,
in
accordance
with
article
99
(2):
Date
of
deposit
of
the
instrument
of
ratification
Slate
or
accession
(a)
Finland*
.....................................................
15
December
1987
(With
effect
from
1
January
1989.)
Sweden*
......................................................
15
December
1987
(With
effect
from
1
January
1989.)
Austria
......................................................
29
December
1987
(With
effect
from
1
January
1989.)
Mexico
......................................................
29
December
1987
a
(With
effect
from
1
January
1989.)
*
See
p.
178
of
this
volume
for
the
texts
of
the
declarations
and
reservations
made
upon
ratification,
approval
or
accession.
Vol.
1489,
1-25567
60_______United
Nations
Treaty
Series
Nations
Unies
Recueil
des
Traités_____1988
Have
agreed
as
follows:
PART
i.
SPHERE
OF
APPLICATION
AND
GENERAL
PROVISIONS
CHAPTER
I.
SPHERE
OF APPLICATION
Article
I.
(1)
This
Convention
applies
to
contracts
of
sale
of
goods
between parties
whose
places
of
business
are
in
different
States:
(a)
When
the
States
are
Contracting
States;
or
(b)
When
the
rules
of
private
international
law
lead
to the
application
of
the
law
of
a
Contracting
State.
(2)
The
fact
that
the parties
have
their
places
of
business
in
different
States
is
to
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.
(3)
Neither
the
nationality
of
the
parties nor the
civil
or
commercial
character
of
the parties
or
of
the
contract
is
to
be
taken
into
consideration
in
de
termining
the
application
of
this
Convention.
Article
2.
This
Convention
does
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;
(/)
Of
electricity.
Article
3.
(1)
Contracts
for
the
supply
of
goods
to
be
manufactured
or
pro
duced
are
to
be
considered
sales
unless
the
party
who
orders
the
goods
undertakes
to
supply
a
substantial
part of
the
materials
necessary
for
such
manufacture
or
production.
(2)
This
Convention
does
not
apply
to
contracts
in
which
the
preponderant
part
of
the
obligations
of
the
party
who
furnishes
the
goods
consists
in
the
supply
of
labour
or
other
services.
Article
4.
This
Convention
governs
only
the
formation
of
the
contract
of
sale
and
the
rights
and
obligations
of
the
seller
and
the
buyer
arising
from
such
a
contract.
In
particular,
except
as
otherwise expressly
provided
in
this
Conven
tion,
it
is
not
concerned
with:
(a)
The
validity
of
the
contract
or
of
any
of
its
provisions
or
of
any
usage;
(b)
The
effect
which
the
contract
may
have
on
the
property
in
the
goods sold.
Article
5.
This
Convention
does
not
apply
to
the
liability
of
the
seller
for
death
or
personal
injury
caused
by
the
goods
to
any
person.
Article
6.
The
parties
may
exclude
the
application
of
this
Convention
or,
subject
to
article
12,
derogate
from
or
vary
the
effect
of
any
of
its
provisions.
Vol.
1489,1-25567
1988_____United
Nations
Treaty
Series
Nations
Unies
Recueil
des
Traités_______
61
CHAPTER H.
GENERAL
PROVISIONS
Article
7.
(1)
In
the
interpretation
of
this
Convention,
regard
is
to
be
had
to
its
international
character
and
to
the
need
to
promote
uniformity
in
its
application
and
the
observance
of
good
faith
in
international
trade.
(2)
Questions
concerning
matters governed
by
this
Convention
which
are
not
expressly
settled
in
it
are
to
be
settled
in
conformity
with
the
general
principles
on
which
it
is
based
or,
in
the
absence
of
such
principles,
in
conformity
with
the
law
applicable
by
virtue
of
the
rules
of
private
international
law.
Article
8.
(1)
For
the
purposes
of
this
Convention
statements
made
by
and
other
conduct
of
a
party
are
to
be
interpreted
according
to
his
intent
where
the
other party
knew
or
could not
have
been
unaware
what
that
intent
was.
(2)
If
the
preceding
paragraph
is
not
applicable,
statements
made
by
and
other
conduct
of
a
party
are
to
be
interpreted
according
to the
understanding
that
a
reasonable
person
of
the
same
kind
as
the
other
party
would
have
had
in
the
same
circumstances.
(3)
In
determining
the
intent
of
a
party
or
the
understanding
a
reasonable
person
would
have
had,
due
consideration
is
to
be
given
to
all
relevant
circumstances
of
the
case
including
the
negotiations,
any
practices
which
the
parties
have
established
between themselves,
usages
and any
subsequent conduct
of
the
parties:
Article
9.
(1)
The
parties
are
bound
by
any
usage
to
which
they
have
agreed
and
by
any
practices
which
they
have
established
between
themselves.
(2)
The
parties
are
considered,
unless
otherwise
agreed,
to
have
impliedly
made
applicable
to
their
contract
or
its
formation
a
usage
of
which
the
parties
knew
or
ought
to
have known
and
which
in
international
trade
is
widely
known
to,
and
regularly
observed
by,
parties
to
contracts
of
the
type
involved
in
the
particular
trade
concerned.
Article
10.
For
the
purposes
of
this
Convention:
(a)
If
a
party
has
more
than
one
place
of
business,
the place
of
business
is
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
any
time
before
or
at
the
conclusion
of
the
contract;
(6)
If
a
party
does
not
have a
place
of
business,
reference
is
to
be
made
to
his
habitual
residence.
Article
11.
A
contract
of
sale
need
not
be
concluded
in
or evidenced
by
writing and
is
not
subject
to any
other
requirement
as
to
form. It
may
be
proved
by
any
means,
including
witnesses.
Article
12.
Any
provision
of
article
11,
article
29
or
Part
II
of
this
Convention
that
allows
a
contract
of
sale
or
its
modification
or
termination
by
agreement
or
any
offer,
acceptance
or
other
indication
of
intention
to
be
made
in
any
form
other
than
in
writing
does
not
apply
where
any
party
has
his
place
of
business
in
a
Contracting
State
which
has
made
a
declaration
under
article
96
of
this
Convention.
The
parties
may
not
derogate
from
or vary
the
effect
of
this
article.
Article
13.
For
the
purposes
of
this
Convention
"writing"
includes tele
gram and
telex.
Vol.
1489,
1-25567
62______United
Nations
Treaty Series
Nations
Unies
Recueil
des
Traités_____1988
PART
H.
FORMATION
OF
THE
CONTRACT
Article
14.
(1)
A
proposal
for
concluding
a
contract
addressed
to
one
or
more
specific
persons
constitutes
an
offer
if
it
is
sufficiently
definite
and
indicates
the
intention
of
the
offerer
to be
bound
in
case
of
acceptance.
A
proposal
is
sufficiently
definite
if
it
indicates the
goods
and
expressly
or
implicitly
fixes
or
makes
provision
for
determining
the
quantity
and
the
price.
(2)
A
proposal
other
than
one
addressed
to
one
or
more
specific
persons
is
to
be
considered
merely
as
an
invitation
to
make
offers,
unless
the
contrary
is
clearly
indicated
by
the
person
making
the
proposal.
Article
15.
(1)
An
offer
becomes
effective when
it
reaches
the
offeree.
(2)
An
offer,
even
if
it
is
irrevocable,
may
be
withdrawn
if
the
withdrawal
reaches
the offeree
before
or
at
the
same
time
as
the
offer.
Article
16.
(1)
Until
a
contract
is
concluded
an
offer
may
be
revoked
if
the
revocation
reaches
the
offeree
before
he
has
dispatched
an
acceptance.
(2)
However,
an
offer
cannot
be
revoked:
(a)
If
it
indicates,
whether
by
stating
a
fixed
time
for
acceptance
or
otherwise,
that
it
is
irrevocable;
or
(b)
If
it
was
reasonable
for
the
offeree
to
rely
on
the
offer
as
being
irrevocable
and
the
offeree
has
acted
in
reliance
on
the
offer.
Article
17.
An
offer,
even
if
it
is
irrevocable,
is
terminated
when
a
rejection
reaches
the
offerer.
Article
18.
(1)
A
statement
made
by
or
other
conduct
of
the
offeree
indicating
assent
to
an
offer
is
an
acceptance.
Silence
or
inactivity does
not
in
itself
amount
to
acceptance.
(2)
An
acceptance
of
an
offer
becomes
effective at
the
moment
the
indi
cation
of
assent
reaches
the
offeror.
An
acceptance
is
not effective
if
the
indication
of
assent
does
not
reach
the offeror
within
the
time
he
has fixed
or,
if
no
time
is
fixed,
within
a
reasonable
time,
due
account
being
taken
of
the
cir
cumstances
of
the
transaction,
including
the
rapidity
of
the
means
of
communica
tion
employed
by
the
offeror.
An
oral
offer must
be
accepted
immediately
unless
the
circumstances
indicate
otherwise.
(3)
However,
if,
by
virtue
of
the
offer
or
as
a
result
of
practices
which
the
parties
have
established
between
themselves
or
of
usage,
the
offeree
may
indicate
assent
by
performing
an
act,
such
as
one
relating
to
the
dispatch
of
the
goods
or
payment
of
the
price, without
notice
to
the
offeror,
the
acceptance
is
effective
at
the
moment the
act
is
performed,
provided
that
the
act
is
performed
within
the
period
of
time
laid
down
in
the
preceding
paragraph.
Article
19.
(1)
A
reply
to
an
offer
which
purports
to
be
an
acceptance
but
contains
additions,
limitations
or
other
modifications
is
a
rejection
of
the
offer
and
constitutes
a
counter-offer.
(2)
However,
a
reply
to
an
offer
which
purports
to
be
an
acceptance
but
contains
additional
or
different
terms
which
do
not materially
alter
the
terms
of
the
offer
constitutes
an
acceptance,
unless
the
offeror,
without
undue
delay,
objects
orally
to
the
discrepancy or
dispatches
a
notice
to
that
effect.
If
he
does
not
so
object,
the
terms
of
the
contract
are the terms
of
the
offer
with
the
modifications
contained
in
the
acceptance.
Vol.
1489,1-25567
1988_____United
Nations
Treaty
Series
Nations
Unies
Recueil
des
Traités_______63
(3)
Additional
or
different
terms
relating,
among
other
things,
to the
price,
payment,
quality
and
quantity
of
the
goods,
place
and
time
of
delivery,
extent
of
one
party's
liability
to
the
other
or
the
settlement
of
disputes
are
considered
to
alter
the
terms
of
the
offer
materially.
Article
20.
(1)
A
period
of
time
for
acceptance
fixed
by
the
offerer
in
a
telegram
or
a
letter
begins
to run
from
the
moment
the
telegram
is
handed
in
for
dispatch
or
from
the
date
shown
on
the
letter
or,
if
no
such
date
is
shown,
from
the
date
shown
on
the
envelope.
A
period
of
time
for
acceptance
fixed
by
the
offerer
by
telephone,
telex
or
other
means
of
instantaneous
communication,
begins
to run
from
the
moment
that
the
offer
reaches
the
offeree.
(2)
Official
holidays
or
non-business
days
occurring
during
the period
for
acceptance
are
included
in
calculating
the
period.
However,
if
a notice
of
acceptance
cannot
be
delivered
at
the
address
of
the offeror
on
the
last
day
of
the
period
because
that
day
falls
on
an
official
holiday
or
a
non-business
day
at
the
place
of
business
of
the
offeror,
the
period
is
extended
until
the
first
business day
which
follows.
Article
21.
(
1
)
A
late
acceptance
is
nevertheless
effective
as
an
acceptance
if
without
delay
the
offeror
orally
so
informs
the
offeree
or
dispatches
a
notice
to
that
effect.
(2)
If
a
letter
or
other
writing
containing
a
late
acceptance
shows
that
it
has
been
sent
in
such
circumstances
that
if
its
transmission
had
been
normal
it
would
have
reached
the
offeror
in
due
time,
the
late
acceptance
is
effective
as
an
acceptance
unless,
without
delay,
the
offeror
orally
informs
the
offeree
that
he
considers
his
offer
as
having
lapsed
or
dispatches
a notice
to
that
effect.
Article
22.
An
acceptance
may
be
withdrawn
if the
withdrawal
reaches
the
offeror before
or
at
the
same
time
as
the
acceptance
would
have become
effective.
Article
23.
A
contract
is
concluded
at
the
moment
when
an
acceptance
of
an
offer
becomes
effective
in
accordance
with
the
provisions
of
this
Convention.
Article
24.
For
the
purposes
of
this
Part
of
the
Convention,
an
offer,
declaration
of
acceptance
or
any
other
indication
of
intention
"reaches"
the
addressee
when
it
is
made
orally
to
him
or
delivered
by
any
other
means
to
him
personally,
to
his
place
of
business
or
mailing
address
or,
if
he
does
not
have a
place
of
business
or
mailing
address,
to
his
habitual
residence.
PART
in.
SALE
OF
GOODS
CHAPTER
i.
GENERAL
PROVISIONS
Article
25.
A
breach
of
contract
committed
by
one
of
the
parties
is
fundamental
if
it
results
in
such
detriment
to
the
other
party
as
substantially
to
deprive
him
of
what
he
is
entitled to
expect
under
the
contract,
unless
the
party
in
breach
did
not
foresee
and
a
reasonable
person
of
the
same
kind
in
the
same
circumstances
would
not
have
foreseen
such
a
result.
Article
26.
A
declaration
of
avoidance
of
the
contract
is
effective
only
if
made
by
notice
to the
other
party.
Article
27.
Unless
otherwise expressly
provided
in
this
Part
of
the
Convention,
if
any
notice,
request
or
other
communication
is
given
or
made
by
a
party
in
accordance
with
this
Part
and
by
means
appropriate
in
the
circumstances,
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Unies
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des
Traités______1988
S
a
delay
or
error
in
the
transmission
of
the
communication
or
its
failure
to
arrive
does
not
deprive
that
party
of
the
right
to
rely
on
the
communication.
Article
28.
If,
in
accordance
with
the
provisions
of
this
Convention,
one
party
is
entitled
to
require
performance
of
any
obligation
by
the
other
party,
a
court
is
not
bound
to
enter
a
judgement
for
specific
performance
unless
the
court
would
do
so
under
its
own
law
in
respect
of
similar
contracts
of
sale
not
governed
by
this
Convention.
Article
29.
(1)
A
contract
may
be
modified
or
terminated
by
the mere
agreement
of
the
parties.
(2)
A
contract
in
writing
which
contains
a
provision
requiring
any
modi
fication
or
termination
by
agreement
to
be
in
writing
may
not
be
otherwise
modified
or
terminated
by
agreement.
However,
a
party
may
be
precluded
by
his
conduct
from
asserting
such
a
provision
to
the
extent
that
the
other
party
has
relied
on
that
conduct.
CHAPTER
ii.
OBLIGATIONS
OF
THE
SELLER
Article
30.
The
seller
must
deliver
the
goods,
hand
over
any
documents
relating
to
them
and
transfer
the
property
in
the
goods,
as
required
by
the
contract
and this
Convention.
Section
I.
DELIVERY
OF
THE
GOODS
AND
HANDING
OVER
OF
DOCUMENTS
Article
31.
If
the
seller
is
not
bound
to
deliver
the
goods
at
any
other
particular
place,
his
obligation
to
deliver
consists:
(a)
If
the
contract
of
sale
involves
carriage
of
the
goods
in
handing
the
goods
over
to
the
first
carrier
for
transmission
to
the buyer;
(b)
If,
in
cases
not within
the
preceding
subparagraph,
the
contract
relates
to
specific
goods,
or
unidentified
goods
to
be
drawn
from
a
specific
stock
or
to
be
manufactured
or produced,
and
at
the
time
of
the
conclusion
of
the
contract
the
parties
knew
that
the
goods
were
at,
or
were
to
be
manufactured
or
produced
at,
a
particular
place
in
placing
the
goods
at
the
buyer's
disposal
at
that
place;
(c)
In
other
cases
in
placing
the
goods
at
the
buyer's
disposal
at
the
place
where
the
seller
had
his
place
of
business
at
the
time
of
the
conclusion
of
the
contract.
Article
32.
(1)
If
the
seller,
in
accordance
with
the
contract
or
this
Con
vention,
hands
the
goods
over
to
a
carrier
and
if
the
goods
are
not
clearly
iden
tified
to
the
contract
by
markings
on
the
goods,
by
shipping
documents
or
otherwise,
the
seller
must
give
the
buyer
notice
of
the
consignment
specifying
the
goods.
(2)
If
the
seller
is
bound
to
arrange
for
carriage
of
the
goods,
he
must
make
such
contracts
as
are
necessary
for
carriage
to
the
place
fixed
by
means
of
transportation
appropriate
in
the
circumstances
and
according
to
the
usual
terms
for
such
transportation.
(3)
If
the
seller
is
not
bound
to
effect
insurance
in
respect
of
the carriage
of
the
goods,
he
must,
at
the
buyer's
request,
provide
him
with
all
available
information
necessary
to
enable
him
to
effect
such
insurance.
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Article
33.
The
seller
must
deliver the
goods:
(a)
If
a date
is
fixed
by
or
determinable
from
the
contract,
on
that
date;
(b)
If
a
period
of
time
is
fixed
by
or
determinable
from
the
contract,
at
any
time
within
that
period
unless
circumstances
indicate
that
the
buyer
is
to
choose
a
date;
or
(c)
In
any
other
case,
within
a
reasonable
time
after
the
conclusion
of
the
contract.
Article
34.
If
the
seller
is
bound
to
hand
over
documents
relating
to the
goods,
he
must
hand
them
over
at
the
time
and
place
and
in
the
form
required
by
the
contract.
If
the
seller
has
handed
over
documents
before
that
time,
he
may,
up
to
that
time,
cure
any
lack
of
conformity
in
the
documents,
if
the
exercise
of
this
right
does
not
cause
the
buyer
unreasonable
inconvenience
or
unreasonable
expense.
However,
the
buyer
retains
any
right
to
claim
damages
as
provided
for
in
this
Convention.
Section
II.
CONFORMITY
OF
THE
GOODS
AND
THIRD
PARTY
CLAIMS
Article
35.
(1)
The
seller
must
deliver
goods
which
are
of
the
quantity,
quality and
description
required
by
the
contract
and
which
are
contained
or
packaged
in
the
manner
required
by
the
contract.
(2)
Except
where the
parties
have
agreed
otherwise,
the
goods
do
not
conform
with
the
contract
unless
they:
(a)
Are
fit
for
the
purposes
for
which
goods
of
the
same
description
would
ordinarily
be
used;
(b)
Are
fit
for
any
particular
purpose
expressly
or
impliedly
made
known
to
the
seller
at
the
time
of
the conclusion
of
the
contract,
except
where
the
cir
cumstances
show
that
the
buyer
did
not
rely,
or
that
it
was
unreasonable
for
him
to
rely,
on
the
seller's
skill
and
judgement;
(c)
Possess
the
qualities
of
goods
which
the
seller had
held
out
to the
buyer
as
a
sample
or
model;
(d)
Are
contained
or
packaged
in
the
manner
usual
for
such
goods
or,
where
there
is
no
such
manner,
in
a
manner
adequate
to
preserve
and
protect
the
goods.
(3)
The
seller
is
not
liable
under
subparagraphs
(a)
to
(d)
of
the
preceding
paragraph
for
any
lack
of
conformity
of
the
goods
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
36.
(1)
The
seller
is
liable
in
accordance
with
the
contract
and
this
Convention
for
any
lack
of
conformity
which
exists
at
the
time
when
the
risk
passes
to
the
buyer, even
though
the
lack
of
conformity
becomes
apparent
only
after
that
time.
(2)
The
seller
is
also
liable
for
any
lack
of
conformity
which
occurs
after
the
time
indicated
in
the
preceding
paragraph
and
which
is
due
to
a
breach
of
any
of
his
obligations,
including
a
breach
of
any
guarantee
that
for
a
period
of
time
the
goods
will
remain
fit
for
their
ordinary purpose
or
for
some
particular
purpose
or
will
retain
specified
qualities
or
characteristics.
Article
37.
If
the
seller
has
delivered
goods
before the
date
for
delivery,
he
may,
up
to
that
date,
deliver
any
missing
part
or
make
up
any
deficiency
in
the
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quantity
of
the
goods
delivered,
or
deliver
goods
in
replacement
of
any
non-
conforming
goods
delivered
or
remedy
any
lack
of
conformity
in
the
goods
deliv
ered,
provided
that
the
exercise
of
this
right
does
not
cause
the
buyer
un
reasonable
inconvenience
or
unreasonable
expense.
However,
the
buyer
retains
any
right
to
claim
damages
as
provided
for
in
this
Convention.
Article
38.
(1)
The
buyer
must
examine
the
goods,
or
cause
them
to
be
examined,
within
as
short
a
period
as
is
practicable
in
the
circumstances.
(2)
If
the
contract
involves
carriage
of
the
goods,
examination
may
be
deferred
until
after
the
goods
have
arrived
at
their destination.
(3)
If
the
goods
are
redirected
in
transit
or
redispatched
by
the
buyer
with
out
a
reasonable
opportunity
for
examination
by
him
and at
the
time
of
the con
clusion
of
the
contract
the
seller knew
or
ought
to
have known
of
the
possibility
of
such
redirection
or
redispatch,
examination
may
be
deferred
until
after
the
goods
have
arrived
at
the
new
destination.
Article
39.
(1)
The
buyer
loses
the
right
to rely
on
a
lack
of
conformity
of
the
goods
if
he
does
not
give
notice
to
the
seller
specifying
the
nature
of
the
lack
of
conformity
within
a
reasonable
time
after
he
has
discovered
it
or
ought
to have
discovered
it.
(2)
In
any
event,
the
buyer
loses
the
right
to rely
on
a
lack
of
conformity
of
the
goods
if
he
does
not
give
the
seller
notice
thereof
at
the
latest
within
a
period
of
two
years
from
the date
on
which
the
goods
were
actually
handed
over
to
the
buyer,
unless
this
time-limit
is
inconsistent
with
a
contractual
period
of
guarantee.
Article
40.
The
seller
is
not
entitled to
rely
on the
provisions
of
articles
38
and
39
if
the
lack
of
conformity
relates
to
facts
of
which
he
knew
or
could
not
have
been
unaware
and
which
he
did
not
diclose
to
the
buyer.
Article
41.
The
seller
must
deliver
goods
which
are free
from
any
right
or
claim
of
a
third
party,
unless
the
buyer
agreed
to
take the
goods
subject
to
that
right
or
claim.
However,
if such
right
or
claim
is
based
on
industrial
property
or
other
intellectual
property,
the
seller's
obligation
is
governed
by
article
42.
Article
42.
(1)
The
seller
must
deliver
goods
which
are free
from
any
right
or
claim
of
a third
party
based
on
industrial
property
or
other
intellectual
property, of
which
at
the
time
of
the conclusion
of
the
contract
the
seller
knew
or
could
not
have
been
unaware,
provided
that
the
right
or
claim
is
based
on
indus
trial
property
or
other
intellectual
property:
(a)
Under
the
law
of
the State
where
the
goods
will
be
resold
or
otherwise
used,
if
it
was
contemplated
by
the parties
at
the
time
of
the
conclusion
of
the
contract
that
the
goods
would
be
resold
or
otherwise
used
in
that
State;
or
(b)
In
any
other
case, under
the
law
of
the
State
where
the
buyer
has
his
place
of
business.
(2)
The
obligation
of
the
seller
under
the
preceding
paragraph
does
not
extend
to
cases
where:
(a)
At
the
time
of
the
conclusion
of
the
contract
the
buyer
knew
or
could
not
have
been
unaware
of
the
right
or
claim;
or
(b)
The
right
or
claim
results
from
the
seller's
compliance
with
technical
drawings,
designs, formulae
or
other
such
specifications
furnished
by
the
buyer.
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Article
43.
(1)
The
buyer
loses
the
right
to rely
on
the
provisions
of
arti
cle
41
or
article
42
if
he
does
not
give
notice
to the
seller
specifying
the
nature
of
the
right
or
claim
of
the third
party
within
a
reasonable
time
after
he
has
become
aware
or
ought
to
have
become
aware
of
the
right
or
claim.
(2)
The
seller
is
not
entitled
to
rely
on
the
provisions
of
the
preceding
paragraph
if
he
knew
of
the
right
or
claim
of
the
third
party
and
the
nature
of
it.
Article
44.
Notwithstanding
the
provisions
of
paragraph
(1)
of
article
39
and
paragraph
(1)
of
article
43,
the
buyer
may
reduce
the
price
in
accordance
with
article
50
or
claim
damages,
except
for
loss
of
profit,
if
he
has
a
reasonable
excuse
for
his
failure
to
give
the
required
notice.
Section
III.
REMEDIES
FOR
BREACH
OF CONTRACT
BY
THE
SELLER
Article
45.
(1)
If
the
seller
fails
to
perform
any
of
his
obligations
under
the
contract
or
this
Convention,
the
buyer
may:
fr
(a)
Exercise
the
rights
provided
in
articles
46
to
52;
(b)
Claim
damages
as
provided
in
articles
74
to
77.
(2)
The
buyer
is
not
deprived
of
any
right
he
may
have to
claim
damages
by
exercising
his
right
to
other
remedies.
(3)
No
period
of
grace
may
be
granted
to
the
seller
by
a
court
or
arbitral
tribunal
when
the
buyer
resorts
to
a remedy
for
breach
of
contract.
Article
46.
(1)
The
buyer
may
require
performance
by
the
seller
of
his
obligations
unless
the
buyer
has
resorted
to
a
remedy
which
is
inconsistent
with
this
requirement.
(2)
If
the
goods
do
not conform
with
the
contract,
the
buyer
may
require
delivery
of
substitute
goods
only
if
the
lack
of
conformity
constitutes
a
fundamental
breach
of
contract
and
a
request
for
substitute
goods
is
made
either
in
conjunction
with
notice
given
under
article
39
or
within
a
reasonable
time
thereafter.
(3)
If
the
goods
do
not
conform
with
the
contract,
the
buyer
may
require
the
seller
to
remedy the
lack
of
conformity
by
repair,
unless
this
is
unreasonable
having
regard
to
all
the
circumstances.
A
request
for
repair
must
be
made
either
in
conjunction
with
notice
given
under
article
39
or
within
a
reasonable
time
thereafter.
Article
47.
(1)
The
buyer
may
fix
an
additional
period
of
time
of
reason
able
length
for
performance
by
the
seller
of
his
obligations.
(2)
Unless
the
buyer
has
received
notice
from
the
seller
that
he
will
not
perform
within
the period
so
fixed,
the
buyer
may
not,
during
that
period,
resort
to
any
remedy
for
breach
of
contract.
However,
the
buyer
is
not
deprived
thereby
of
any
right
he
may
have
to
claim
damages
for
delay
in
performance.
Article
48.
(1)
Subject
to
article
49,
the
seller
may,
even
after the
date
for
delivery,
remedy
at
his
own
expense
any
failure
to
perform
his
obligations,
if
he
can
do
so
without
unreasonable
delay
and
without
causing
the
buyer
unreasonable
inconvenience
or
uncertainty
of
reimbursement
by
the
seller
of
expenses
advanced
by
the
buyer.
However,
the
buyer
retains
any
right
to
claim
damages
as
provided
for
in
this
Convention.
Vol.
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(2)
If
th
seller
requests
the
buyer
to
make
known
whether
he
will
accept
performance
and
the
buyer
does
not
comply
with
the
request
within
a
reasonable
time,
the
seller
may
perform
within
the
time
indicated
in
his
request.
The
buyer
may
not,
during
that
period
of
time,
resort
to any
remedy
which
is
inconsistent
with
performance
by
the
seller.
(3)
A
notice
by
the
seller
that
he
will
perform
within
a
specified
period
of
time
is
assumed to
include
a
request,
under
the
preceding
paragraph,
that
the
buyer
make
known
his
decision.
(4)
A
request
or
notice
by
the
seller
under
paragraph
(2)
or
(3)
of
this
article
is
not
effective
unless
received
by
the
buyer.
Article
49.
(1)
The
buyer
may
declare
the
contract
avoided:
(a)
If
the
failure
by
the
seller
to
perform
any
of
his
obligations
under
the
contract
or
this
Convention
amounts
to
a
fundamental
breach
of
contract;
or
(b)
In
case
of
non-delivery,
if
the
seller
does
not
deliver the
goods
within
the
additional
period
of
time
fixed
by
the
buyer
in
accordance
with
paragraph
(1)
of
article
47
or
declares
that
he
will
not
deliver
within
the
period
so
fixed.
(2)
However,
in
cases
where
the
seller
has
delivered
the
goods,
the
buyer
loses
the
right
to
declare the
contract
avoided
unless
he
does
so:
(a)
In
respect
of
late
delivery,
within
a
reasonable
time
after
he
has become
aware
that
delivery
has
been
made;
(b)
In
respect
of
any
breach
other
than
late
delivery,
within
a
reasonable
time:
(i)
After
he
knew
or
ought
to
have
known
of
the breach;
(ii)
After
the
expiration
of
any
additional
period
of
time
fixed
by
the
buyer
in
accordance
with
paragraph
(1)
of
article
47,
or
after
the
seller
has
declared
that
he
will
not
perform
his
obligations
within
such
an
additional
period;
or
(iii)
After the
expiration
of
any
additional
period
of
time
indicated
by
the
seller
in
accordance
with
paragraph
(2)
of
article
48,
or
after
the
buyer
has
declared
that
he
will
not
accept
performance.
Article
50.
If
the
goods
do
not
conform
with
the
contract
and
whether
or
not
the
price
has
already
been
paid,
the
buyer
may
reduce
the
price
in
the
same
pro
portion
as
the
value
that
the
goods
actually
delivered
had
at
the
time
of
the
delivery
bears
to
the
value
that
conforming
goods
would
have
had
at
that
time.
However,
if
the
seller
remedies
any
failure
to perform
his
obligations
in
accord
ance
with
article
37
or
article
48
or
if
the
buyer
refuses
to
accept
performance
by
the
seller
in
accordance
with
those
articles,
the
buyer
may
not
reduce the
price.
Article
51.
(
1
)
If
the
seller
delivers
only
a
part
of
the
goods
or
if
only
a
part
of
the
goods
delivered
is
in
conformity
with
the
contract,
articles
46
to
50
apply
in
respect
of
the
part
which
is
missing
or
which
does
not
conform.
(2)
The
buyer
may
declare
the
contract
avoided
in
its
entirety
only
if
the
failure
to
make
delivery
completely
or
in
conformity
with
the
contract
amounts
to
a fundamental
breach
of
the
contract.
Article
52.
(1)
If
the
seller
delivers
the
goods
before
the
date
fixed,
the
buyer
may
take
delivery
or
refuse
to
take
delivery.
Vol.
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des
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69
(2)
If
th
seller
delivers
a
quantity
of
goods
greater
than
that
provided
for
in
the
contract,
the
buyer
may
take
delivery
or
refuse
to
take
delivery
of
the
excess
quantity.
If
the
buyer
takes
delivery
of
all
or
part
of
the
excess
quantity,
he
must
pay
for
it
at
the
contract
rate.
;
CHAPTER
HI.
OBLIGATIONS
OF
THE
BUYER
Article
53.
The
buyer
must
pay
the
price
for
the
goods
and
take
delivery
of
them
as
required
by
the
contract
and
this
Convention.
Section
I.
PAYMENT
OF
THE
PRICE
Article
54.
The
buyer's
obligation
to
pay
the
price
includes
taking
such
steps
and
complying
with
such
formalities
as
may
be
required
under
the
contract
or
any
laws and
regulations
to
enable
payment
to
be
made.
Article
55.
Where
a
contract
has
been
validly
concluded
but
does
not
expressly
or
implicitly
fix
or
make
provision
for
determining
the
price,
the
parties
are
considered,
in
the
absence
of
any
indication
to the
contrary,
to
have
impliedly
made
reference
to
the
price
generally
charged
at
the
time
of
the
conclusion
of
the
contract
for
such
goods
sold
under
comparable
circumstances
in
the
trade
concerned.
Article
56.
If
the
price
is
fixed
according
to
the
weight
of
the
goods,
in
case
of
doubt
it
is
to
be
determined
by
the
net
weight.
Article
57.
(1)
If
the
buyer
is
not
bound
to
pay
the
price
at
any
other
particular
place,
the must
pay
it
to
the
seller:
(a)
At
the
seller's
place
of
business;
or
(b)
If
the
payment
is
to
be
made
against
the
handing
over
of
the
goods
or
of
documents,
at
the
place
where
the
handing
over
takes
place.
(2)
The
seller
must
bear
any
increase
in
the
expenses
incidental
to
payment
which
is
caused
by
a
change
in
his
place
of
business
subsequent
to the
conclusion
of
the
contract.
Article
58.
(1)
If
the
buyer
is
not
bound
to pay the
price
at
any
other
specific
time,
he
must
pay
it
when
the
seller
places
either
the
goods
or
documents
controlling
their
disposition
at
the
buyer's
disposal
in
accordance
with
the
con
tract
and
this
Convention.
The
seller
may
make
such
payment
a
condition
for
handing
over
the
goods
or
documents.
(2)
If
the
contract
involves
carriage
of
the
goods,
the
seller
may
dispatch
the
goods
on
terms
whereby
the
goods,
or
documents
controlling
their
disposition,
will
not
be
handed
over
to
the
buyer
except
against
payment
of
the
price.
(3)
The
buyer
is
not
bound
to pay
the
price
until
he
has
had
an
opportunity
to
examine
the
goods,
unless
the
procedures
for
delivery
or payment
agreed upon
by
the
parties
are
inconsistent
with
hi.s
having
such
an
opportunity.
Article
59.
The
buyer
must
pay the
price
on
the
date
fixed
by
or
deter-
minable
from
the
contract
and this
Convention
without
the
need
for
any
request
or
compliance
with
any
formality
on
the
part
of
the
seller.
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70_______United
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Section
II.
TAKING
DELIVERY
Article
60.
The
buyer's
obligation
to
take
delivery
consists:
(a)
In
doing
all
the
acts
which
could
reasonably
be
expected
of
him
in
order
to
enable
the
seller
to
make
delivery;
and
(b)
In
taking
over
the
goods.
Section
HI.
REMEDIES
FOR
BREACH
OF
CONTRACT
BY
THE
BUYER
Article
61.
(
1
)
If
the
buyer
fails
to
perform
any
of
his
obligations
under
the
contract
or
this
Convention,
the
seller
may:
(a)
Exercise
the
rights
provided
in
articles
62
to
65;
(b)
Claim
damages
as
provided
in
articles
74
to
77.
(2)
The
seller
is
not
deprived
of
any
right
he
may
have
to
claim
damages
by
exercising
his
right
to
other
remedies.
(3)
No period
of
grace
may
be
granted
to
the
buyer
by
a
court
or
arbitral
tribunal when
the
seller
resorts
to
a
remedy
for
breach
of
contract.
Article
62.
The
seller
may
require
the
buyer
to
pay
the
price,
take
delivery
or
perform
his
other
obligations,
unless
the
seller
has
resorted
to
a
remedy
which
is
inconsistent
with
this
requirement.
Article
63.
(1)
The
seller
may
fix
an
additional
period
of
time
of
reasonable
length
for
performance
by
the
buyer
of
his
obligations.
(2)
Unless
the
seller
has
received
notice
from
the
buyer
that
he
will
not
perform
within
the period
so
fixed,
the
seller
may
not,
during
that
period,
resort
to
any
remedy
for
breach
of
contract.
However,
the
seller
is
not
deprived
thereby
of
any
right
he
may
have
to
claim
damages
for
delay
in
performance.
Article
64.
(1)
The
seller
may
declare the
contract
avoided:
(a)
If
the
failure
by
the
buyer
to
perform
any
of
his
obligations
under
the
contract
or
this
Convention
amounts
to
a
fundamental
breach
of
contract;
or
(b)
If
the
buyer
does
not,
within
the
additional
period
of
time
fixed
by
the
seller
in
accordance
with
paragraph
(1)
of
article
63,
perform
his
obligation
to pay
the
price
or
take
delivery
of
the
goods,
or
if
he
declares
that
he
will
not
do
so
within
the period
so
fixed.
(2)
However,
in
cases
where
the
buyer
has
paid
the
price,
the
seller
loses
the
right
to declare
the
contract
avoided
unless
he
does
so:
(a)
In
respect
of
late
performance
by
the
buyer,
before
the
seller
has
become
aware
that
performance
has
been
rendered;
or
(b)
In
respect
of
any
breach
other
than
late
performance
by
the
buyer,
within
a
reasonable
time:
(i)
After the
seller
knew
or
ought
to
have
known
of
the
breach;
or
(ii)
After the
expiration
of
any
additional
period
of
time
fixed
by
the
seller
in
accordance
with
paragraph
(1)
of
article
63,
or
after
the
buyer
has
declared
that
he
will
not
perform
his
obligations
within
such
an
additional
period.
Art
tele
65.
(1)
If
under
the
contract
the
buyer
is
to
specify
the
form,
measurement
or
other
features
of
the
goods
and
he
fails
to
make
such
specification
either
on
the
date
agreed
upon
or
within
a
reasonable
time
after
receipt
of
a
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Treaty
Series
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Unies
Recueil
des
Traités_______71
request
from
the
seller,
the
seller
may,
without
prejudice
to
any
other
rights
he
may
have,
make
the
specification
himself
in
accordance
with
the
requirements
of
the
buyer
that
may
be
known
to
him.
(2)
If
the
seller
makes
the
specification
himself,
he
must
inform
the
buyer
of
the
details
thereof
and
must
fix
a
reasonable
time
within which
the
buyer
may
make
a
different
specification.
If,
after
the
receipt
of
such
a
communication,
the
buyer
fails
to
do
so
within
the
time
so
fixed,
the
specification
made
by
the
seller
is
binding.
CHAPTER
iv.
PASSING OF
RISK
Article
66.
Loss
of
or
damage
to
the
goods
after
the
risk
has
passed
to
the
buyer
does
not
discharge
him
from
his
obligation
to
pay
the
price,
unless
the
loss
or
damage
is
due
to
an
act
or
omission
of
the
seller.
Article
67.
(1)
If
the
contract
of
sale
involves
carriage
of
the
goods
and
the
seller
is
not
bound
to
hand
them
over
at
a
particular
place,
the
risk
passes
to
the
buyer
when
the
goods
are handed
over
to the
first
carrier
for
transmission
to
the
buyer
in
accordance
with
the
contract
of
sale.
If
the
seller
is
bound
to
hand
the
goods
over
to
a
carrier
at
a
particular
place,
the
risk
does
not
pass
to
the
buyer
until
the
goods
are
handed
over
to
the
carrier
at
that
place.
The
fact
that
the
seller
is
authorized
to
retain documents
controlling
the
disposition
of
the
goods
does
not
affect
the
passage
of
the
risk.
(2)
Nevertheless,
the
risk
does
not
pass
to
the
buyer
until
the
goods
are
clearly
identified
to
the
contract,
whether
by
markings
on
the
goods,
by
shipping
documents,
by
notice
given
to
the
buyer
or
otherwise.
Article
68.
The
risk
in
respect
of
goods
sold
in
transit
passes
to
the
buyer
from
the
time
of
the conclusion
of
the
contract.
However,
if
the
circumstances
so
indicate,
the
risk
is
assumed
by
the
buyer
from
the
time
the
goods
were
handed
over
to
the
carrier
who
issued
the
documents
embodying
the
contract
of
carriage.
Nevertheless,
if
at
the
time
of
the conclusion
of
the
contract
of
sale
the
seller
knew
or
ought
to
have
known
that
the
goods
has
been lost
or
damaged
and
did
not
disclose
this
to the
buyer,
the
loss
or
damage
is
at
the
risk
of
the
seller.
Article
69.
(1)
In
cases
not within
articles
67
and
68,
the
risk
passes
to the
buyer
when
he
takes
over
the
goods
or,
if
he
does
not
do
so
in
due
time,
from
the
time
when
the
goods
are
placed
at
his
disposal
and
he
commits
a
breach
of
contract
by
failing
to
take
delivery.
(2)
However,
if the
buyer
is
bound
to take
over
the
goods
at
a place
other
than
a
place
of
business
of
the
seller,
the
risk
passes
when
delivery
is
due and
the
buyer
is
aware
of
the
fact that
the
goods
are
placed
at
his
disposal
at
that
place.
(3)
If
the
contract
relates
to
goods
not
then
identified,
the
goods
are
considered
not
to
be
placed
at
the
disposal
of
the
buyer
until
they
are
clearly
identified
to
the
contract.
Article
70.
If
the
seller
has
committed
a
fundamental
breach
of
contract,
articles
67,
68
and
69
do
not
impair
the
remedies
available
to
the
buyer
on
account
of
the
breach.
Vol.
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72______United
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Recueil
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Traités
1988
CHAPTER
V.
PROVISIONS
COMMON
TO
THE
OBLIGATIONS
OF
THE
SELLER
AND
OF
THE
BUYER
Section
I.
ANTICIPATORY
BREACH
AND
INSTALMENT
CONTRACTS
Article
71.
(1)
A
party
may
suspend
the
performance
of
his
obligations
if,
after
the
conclusion
of
the
contract,
it
becomes
apparent
that
the
other party
will
not
perform
a
substantial
part of
his
obligations
as
a
result
of:
(a)
A
serious
deficiency
in
his
ability
to
perform
or
in
his
creditworthiness;
or
(b)
His
conduct
in
preparing
to
perform
or
in
performing
the
contract.
(2)
If
the
seller
has
already
dispatched
the
goods
before
the
grounds
described
in
the
preceding
paragraph
become
evident,
he
may
prevent
the
handing
over of
the
goods
to
the
buyer
even
though
the
buyer
holds
a
document
which
entitles
him
to
obtain
them.
The
present
paragraph
relates
only
to the
rights
in
the
goods as
between
the
buyer
and
the
seller.
(3)
A
party
suspending
performance,
whether
before
or
after
dispatch
of
the
goods, must
immediately
give
notice
of
the
suspension
to
the
other party
and
must
continue
with
performance
if
the
other
party
provides
adequate
assurance
of
his
performance.
Article
72.
(
1
)
If
prior
to
the
date
for
performance
of
the
contract
it
is
clear
that
one
of
the
parties
will
commit
a
fundamental
breach
of
contract,
the
other
party
may
declare the
contract
avoided.
(2)
If
time allows,
the
party
intending
to
declare
the
contract
avoided
must
give
reasonable
notice
to
the
other
party
in
order
to
permit
him
to
provide
adequate
assurance
of
his
performance.
(3)
The
requirements
of
the
preceding
paragraph
do
not
apply
if
the
other
party
has
declared
that
he
will
not
perform
his
obligations.
Article
73.
(1)
In
the
case
of
a
contract
for
delivery
of
goods
by
instal
ments,
if
the
failure
of
one
party
to
perform
any
of
his
obligations
in
respect
of
any
instalment
constitutes
a
fundamental
breach
of
contract
with
respect
to
that
instalment, the
other
party
may
declare
the
contract
avoided
with
respect
to
that
instalment.
(2)
If
one
party's
failure
to
perform
any
of
his
obligations
in
respect
of
any
instalment
gives
the
other
party
good
grounds
to
conclude
that
a
fundamental
breach
of
contract
will
occur
with
respect
to
future
instalments,
he
may
declare
the
contract
avoided
for
the
future,
provided
that
he
does
so
within
a
reasonable
time.
(3)
A
buyer
who
declares
the
contract
avoided
in
respect
of
any
delivery
may,
at
the
same
time,
declare
it
avoided
in
respect
of
deliveries
already
made
or
of
future
deliveries
if,
by
reason
of
their
interdependence,
those
deliveries could
not
be
used
for
the
purpose
contemplated
by
the
parties
at
the
time
of
the
conclusion
of
the
contract.
Section
II.
DAMAGES
Article
74.
Damages
for
breach
of
contract
by
one
party
consist
of
a
sum
equal
to the
loss,
including
loss
of
profit,
suffered
by
the
other
party
as
a
consequence
of
the
breach.
Such
damages
may
not
exceed
the
loss
which
the
party
in
breach
foresaw
or
ought
to
have
foreseen
at
the
time
of
the
conclusion
of
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the
contract,
in
the
light
of
the
facts
and
matters
of
which
he
then
knew
or
ought
to
have
known,
as
a
possible
consequence of
the
breach
of
contract.
Article
75.
If
the
contract
is
avoided
and
if,
in
a
reasonable
manner
and
within
a
reasonable
time
after
avoidance,
the
buyer
has
bought
goods
in
replacement
or
the
seller
has
resold
the
goods,
the
party
claiming
damages
may
recover
the
difference
between
the
contract
price
and
the price
in
the
substitute
transaction
as
well
as
any
further
damages
recoverable
under article
74.
Article
76.
(1)
If
the
contract
is
avoided
and
there
is
a
current
price
for
the
goods,
the
party
claiming
damages
may,
if
he
has
not
made
a
purchase
or
resale
under
article
75,
recover
the
difference
between
the
price
fixed
by
the
contract
and
the
current
price
at
the
time
of
avoidance
as
well
as
any
further
damages
recoverable
under
article
74.
If,
however,
the
party
claiming
damages
has
avoided
the
contract
after
taking
over
the
goods,
the
current
price
at
the
time
of
such
taking
over
shall
be applied
instead
of
the
current
price
at
the
time
of
avoidance.
(2)
For
the
purposes
of
the
preceding
paragraph,
the
current
price
is
the
price
prevailing
at
the
place
where
delivery
of
the
goods
should
have been
made
or,
if
there
is
no
current
price
at
that
place,
the
price
at
such
other
place
as
serves
as
a
reasonable
substitute,
making
due
allowance
for
differences
in
the
cost
of
transporting
the
goods.
Article
77.
A
party
who
relies
on
a
breach
of
contract
must
take
such
measures
as
are
reasonable
in
the
circumstances
to
mitigate
the
loss,
including
loss
of
profit,
resulting
from
the
breach.
If
he
fails
to
take
such
measures,
the
party
in
breach
may
claim
a
reduction
in
the
damages
in
the
amount
by
which
the
loss
should
have
been
mitigated.
Section
HI.
INTEREST
Article
78.
If
a
party
fails
to
pay
the
price
or
any
other
sum
that
is
in
arrears,
the
other
party
is
entitled
to
interest
on
it,
without
prejudice
to
any
claim
for
damages
recoverable
under
article
74.
Section
IV.
EXEMPTIONS
Article
79.
(1)
A
party
is
not
liable
for
a
failure
to
perform
any
of
his
obligations
if
he
proves
that
the
failure
was
due
to
an
impediment
beyond
his
control
and
that
he
could
not
reasonably
be
expected
to have
taken
the
impediment
into
account
at
the
time
of
the
conclusion
of
the
contract
or
to
have
avoided
or
overcome
it
or
its
consequences.
(2)
If
the
party's
failure
is
due
to
the
failure
by
a
third
person
whom
he
has
engaged
to
perform
the
whole
or
a
part of
the
contract,
that
party
is
exempt
from
liability
only
if:
(a)
He
is
exempt
under
the
preceding
paragraph;
and
(b)
The
person
whom
he
has
so
engaged
would
be
so
exempt
if
the
provisions
of
that
paragraph
were
applied
to
him.
(3)
The
exemption
provided
by
this
article
has
effect
for
the
period
during
which
the
impediment
exists.
(4)
The
party
who
fails
to
perform must
give
notice
to
the
other
party
of
the
impediment
and
its
effect
on
his
ability
to
perform.
If
the
notice
is
not
received
by
the
other
party
within
a
reasonable
time
after
the
party
who
fails
to
perform
knew
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or
ought
to
have
known
of
the
impediment,
he
is
liable
for
damages
resulting
from
such
non-receipt.
(5)
Nothing
in
this
article
prevents
either
party
from
exercising
any
right
other
than
to claim
damages
under
this
Convention.
Article
80.
A
party
may
not
rely
on
a
failure
of
the
other
party
to
perform,
to
the
extent
that
such
failure
was
caused
by
the
first
party's
act
or
omission.
Section
V.
EFFECTS
OF
AVOIDANCE
Article
81.
(1)
Avoidance
of
the
contract
releases
both
parties
from
their
obligations
under
it,
subject
to
any damages
which
may
be
due.
Avoidance does
not
affect
any
provision
of
the
contract
for
the
settlement
of
disputes
or
any
other
provision
of
the
contract
governing
the
rights
and obligations
of
the
parties
consequent
upon the
avoidance
of
the
contract.
(2)
A
party
who
has
performed
the
contract
either
wholly
or
in
part
may
claim
restitution
from
the
other
party
of
whatever
the
first
party
has
supplied
or
paid
under
the
contract.
If
both
parties
are
bound
to
make
restitution,
they
must
do
so
concurrently.
Article
82.
(1)
The
buyer
loses
the
right
to
declare
the
contract
avoided
or
to
require
the
seller
to deliver
substitute
goods
if
it
is
impossible
for
him
to
make
restitution
of
the
goods
substantially
in
the condition
in
which
he
received
them.
(2)
The
preceding
paragraph
does
not
apply:
(a)
If
the impossibility
of
making
restitution
of
the
goods
or of
making
restitution
of
the
goods
substantially
in
the
condition
in
which
the
buyer
received
them
is
not
due
to
his
act
or
omission;
(b)
If
the
goods
or
part
of
the
goods
have
perished
or
deteriorated
as
a
result
of
the
examination
provided
for
in
article
38;
or
(c)
If
the
goods
or part
of
the
goods have
been
sold
in
the
normal
course
of
business
or
have
been
consumed
or
transformed
by
the
buyer
in
the
course
of
normal
use
before
he
discovered
or
ought
to
have
discovered
the
lack
of
conformity.
Article
83.
A
buyer
who
has lost
the
right
to
declare the
contract
avoided
or
to
require
the
seller
to
deliver
substitute
goods
in
accordance
with
article
82
retains
all
other
remedies
under
the
contract
and this
Convention.
Article
84.
(1)
If
the
seller
is
bound
to
refund
the
price,
he
must
also
pay
interest
on
it,
from
the
date
on
which
the
price
was
paid.
(2)
The
buyer
must
account
to
the
seller
for
all
benefits
which
he
has
derived
from
the
goods
or part of
them:
(a)
If
he
must
make
restitution
of
the
goods
or
part
of
them;
or
(b)
If
it
is
impossible
for
him
to
make
restitution
of
all
or part
of
the
goods
or
to
make
restitution
of
all
or part
of
the
goods
substantially
in
the
condition
in
which
he
received
them,
but
he
has
nevertheless
declared
the
contract
avoided
or
required
the
seller
to
deliver
substitute
goods.
Section
VI.
PRESERVATION
OF
THE
GOODS
Article
85.
If
the
buyer
is
in
delay
in
taking
delivery
of
the
goods
or,
where
payment
of
the
price
and
delivery
of
the
goods
are
to
be
made
concurrently,
if
he
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»
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Recueil
des
Trait s
75
fails to
pay
the
price,
and
the
seller
is
either
in
possession
of
the
goods
or
otherwise
able
to
control
their
disposition, the
seller
must
take
such
steps
as
are
reasonable
in
the
circumstances
to
preserve
them.
He
is
entitled
to
retain
them
until
he
has
been
reimbursed
his
reasonable
expenses
by
the
buyer.
Article
86.
(1)
If
the
buyer
has
received
the
goods
and
intends to
exercise
any
right
under
the
contract
or
this
Convention
to
reject
them,
he
must
take
such
steps
to
preserve
them
as
are
reasonable
in
the
circumstances.
He
is
entitled
to
retain
them
until
he
has
been
reimbursed
his
reasonable
expenses
by
the
seller.
(2)
If
goods
dispatched
to
the
buyer
have
been
placed
at
his
disposal
at
their
destination
and
he
exercises
the
right
to
reject
them,
he
must
take
possession
of
them
on
behalf
of
the
seller,
provided that
this
can
be
done
without
payment of
the
price
and
without
unreasonable
inconvenience
or
unreasonable expense.
This
provision does
not
apply
if the
seller
or
a
person
authorized
to
take
charge
of
the
goods
on
his
behalf
is
present
at
the
destination.
If
the
buyer
takes
possession
of
the
goods
under
this
paragraph,
his
rights
and
obligations
are
governed
by
the
preceding
paragraph.
Article
87.
A
party
who
is
bound
to
take
steps
to
preserve
the
goods
may
deposit
them
in
a
warehouse of
a
third
person
at
the
expense of
the
other
party
provided
that
the
expense
incurred
is
not
unreasonable.
Article
88.
(1)
A
party
who
is
bound
to
preserve
the
goods
in
accordance
with
article
85
or
86
may
sell
them
by
any
appropriate
means
if
there
has
been
an
unreasonable
delay
by
the
other
party
in
taking
possession of
the
goods
or
in
taking
them back
or
in
paying
the
price
or
the
cost
of
preservation,
provided
that
reasonable
notice
of
the
intention
to
sell
has
been
given
to the
other
party.
(2)
If
the
goods
are
subject
to
rapid
deterioration
or
their
preservation
would
involve
unreasonable expense,
a
party
who
is
bound
to
preserve
the
goods
in
accordance
with
article
85
or
86
must
take reasonable
measures
to
sell
them.
To
the
extent
possible
he
must
give
notice
to
the
other
party
of
his
intention
to
sell.
(3)
A
party
selling
the
goods
has
the
right
to
retain
out
of
the
proceeds
of
sale
an
amount
equal
to
the
reasonable
expenses
of
preserving
the
goods
and
of
selling
them.
He
must
account
to
the
other
party
for
the
balance.
PART
iv.
FINAL
PROVISIONS
Article
89.
The
Secretary-General
of
the
United
Nations
is
hereby
des
ignated
as
the
depositary
for
this
Convention.
Article
90.
This
Convention
does
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
parties
have
their
places
of
business
in
States
parties
to
such
agreement.
Article
91.
(1)
This
Convention
is
open
for
signature
at
the
concluding
meeting
of
the
United
Nations
Conference
on
Contracts
for
the
International
Sale
of
Goods
and
will
remain
open
for
signature
by
all
States
at
the
Headquarters
of
the
United
Nations,
New
York
until
30
September
1981.
(2)
This
Convention
is
subject
to
ratification,
acceptance
or
approval
by
the
signatory
States.
(3)
This
Convention
is
open
for
accession
by
all
States
which
are
not
signatory
States
as
from
the
date
it
is
open
for
signature.
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__
1988
(4)
Instruments
of
ratification,
acceptance,
approval
and
accession
are
to
be
deposited
with
the
Secretary-General
of
the
United
Nations.
Article
92.
(1)
A
Contracting
State
may
declare
at
the
time
of
signature,
ratification,
acceptance,
approval
or
accession
that
it
will
not
be
bound
by
Part
II
of
this
Convention
or
that
it
will
not
be
bound
by
Part
HI
of
this
Convention.
(2)
A
Contracting
State
which
makes
a
declaration
in
accordance
with
the
preceding
paragraph
in
respect
of
Part
II
or
Part
III
of
this
Convention
is
not
to
be
considered
a
Contracting
State
within
paragraph
(1)
of
article
1
of
this
Convention
in
respect
of
matters
governed
by
the
Part
to
which
the
declaration
applies.
Article
93.
(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,
acceptance,
approval
or
accession,
declare
that
this
Con
vention
is
to
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
are
to
be
notified
to the
depositary
and
are
to
state
expressly
the
territorial
units
to
which
the Convention
extends.
(3)
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
is
located
in
that
State,
this
place
of
business,
for
the
purposes
of
this
Convention,
is
considered
not
to
be
in
a
Contracting
State,
unless
it
is
in
a
territorial
unit
to
which
the Convention
extends.
(4)
If
a
Contracting State
makes
no
declaration
under
paragraph
(1)
of
this
article,
the
Convention
is
to
extend
to
all
territorial
units
of
that
State.
Article
94.
(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
is
not
to
apply
to
contracts
of
sale
or
to
their
formation
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
is
not
to
apply
to
contracts
of
sale
or
to
their
formation
where
the
parties
have
their
places
of
business
in
those
States.
(3)
If
a
State
which
is
the
object
of
a
declaration
under
the
preceding
paragraph
subsequently
becomes
a
Contracting
State,
the
declaration
made
will,
as
from
the date
on
which
the
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
95.
Any
State
may
declare
at
the
time
of
the
deposit
of
its
instrument
of
ratification,
acceptance,
approval
or
accession
that
it
will
not
be
bound
by
subparagraph
(1)
(b)
of
article
1
of
this
Convention.
Article
96.
A
Contracting
State
whose
legislation
requires
contracts
of
sale
to
be
concluded
in
or
evidenced
by
writing
may
at
any
time
make
a
declaration
in
accordance
with
article
12
that
any provision
of
article
11,
article
29,
or
Part
II
of
this
Convention,
that
allows
a
contract
of
sale
or
its
modification
or
termination
by
agreement
or
any
offer,
acceptance,
or
other
indication
of
intention
to
be
made
Vol.
1489,1-25567
1988_____United
Nations
Treaty
Series
Nations Unies
Recueil
des
Traités_______77
in
any
form
other
than
in
writing,
does
not
apply
where
any
party
has
his
place
of
business
in
that