Scope And General Provisions
LexInter | January 31, 2003 | 0 Comments

Scope And General Provisions


First article

1) This Convention applies to contracts for the sale of goods between parties having their place of business in different States:

a) when those 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) No account shall be taken of the fact that the parties have their establishment in different States when this fact does not appear either in the contract, or in previous transactions between the parties, or in information given by them at any time before the conclusion or upon conclusion of the contract.

(3) Neither the nationality of the parties nor the civil or commercial character of the parties or of the contract shall be taken into consideration for the application of this Convention.


Article 2

This Agreement does not govern sales:

a) goods purchased for personal, family or household use, unless the seller, at any time before the conclusion or at the time of the conclusion of the contract, did not know and was not supposed to know that these goods were purchased for such use;

b) by auction;

c) on seizure or in any other way by judicial authority;

d) securities, commercial paper and coins;

(e) ships, boats, hovercraft and aircraft;

f) electricity.


Article 3

1) Contracts for the supply of goods to be manufactured or produced are deemed to be sales, unless the party ordering them has to supply an essential part of the material elements necessary for this manufacture or production.

(2) This Convention does not apply to contracts in which the preponderant part of the obligation of the party supplying the goods consists in the supply of labor or other services.


Article 4

This Convention exclusively governs the formation of the sales contract and the rights and obligations that such a contract creates between the seller and the buyer. In particular, unless expressly provided otherwise in this Convention, it does not concern:

a) the validity of the contract nor that of any of its clauses nor that of uses;

(b) the effects that the contract may have on the ownership of the goods sold.


Article 5

This Convention does not apply to the seller’s liability for death or bodily injury caused to any person by the goods.


Article 6

The parties may exclude the application of this Convention or, subject to the provisions of article 12, derogate from any of its provisions or modify their effects.



Article 7

(1) In interpreting this Convention, account shall be taken of its international character and of the need to promote uniformity of its application as well as to ensure respect for good faith in international trade.

2) Questions concerning matters governed by this Convention and which are not expressly decided by it shall be settled in accordance with the general principles on which it is based or, in the absence of these principles, in accordance with the law applicable by virtue of the rules of Private International Law.


Article 8

(1) For the purposes of this Convention, indications and other conduct of a party shall be interpreted according to the intention of the latter when the other party knew or could not ignore that intention.

2) If the preceding paragraph is not applicable, the indications and other behavior of a party must be interpreted according to the meaning that a reasonable person of the same quality as the other party, placed in the same situation, would have given them. .

3) To determine the intention of a party or what a reasonable person would have understood, account must be taken of the relevant circumstances, in particular any negotiations which may have taken place between the parties, and habits which have been established between them , uses and any subsequent behavior of the parties.


INTERPRETATIONV ° Interpretation

Unidroit Principles


Article 9

1) The parties are bound by the uses to which they have consented and by the habits which have been established between them.

2) Unless otherwise agreed by the parties, they are deemed to have tacitly referred in the contract and for its training for any use of which they were aware or should have been aware and which, in international trade, is widely known and regularly observed by the parties to contracts of the same type in the commercial branch in question.



Article 10

For the purposes of this Convention:

a) if a party has more than one establishment, the establishment to be taken into consideration is that which has the closest relation to the contract and its performance having regard to the circumstances known to the parties or envisaged by them at any time before the conclusion or upon conclusion of the contract;

b) if a party does not have an establishment, its habitual residence shall take its place.


Article 11

The sales contract does not have to be concluded or evidenced in writing and is not subject to any other formal condition. It can be proven by any means, including by witnesses.


Article 12

Any provision of Article 11, Article 29 or Part II of this Convention authorizing a form other than written form, either for the conclusion or for the modification or termination

amicable agreement of a contract of sale, either for any offer, acceptance or other manifestation of intention, does not apply if one of the parties has its establishment in a Contracting State which has made a declaration in accordance with Article 96 of this Convention. The parties may not derogate from this article or modify its effects.


Article 13

For the purposes of this Convention, the term “in writing” shall also include communications sent by telegram or telex. 

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