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+% SiSU 2.0
+
+@title: United Nations Convention On Contracts For The International Sale Of Goods, 1980 (CISG)
+
+@creator:
+ :author: United Nations
+ :url: http://www.un.org/
+
+@original:
+ :source: UNCITRAL, United Nations
+
+@date:
+ :published: 1980
+
+@classify:
+ :subject: UNCITRAL, United Nations, sale of goods
+ :topic_register: SiSU markup sample:convention;law:international:uniform law|sales law|CISG;CISG
+ :keywords: UNCITRAL, United Nations, sale of goods
+
+@make:
+ :headings: PART; Chapter; Section; Article;
+ :breaks: new=:A,:B; break=:C
+
+:A~ United Nations Convention On Contracts For The International Sale Of Goods, 1980 (CISG)
+
+1~pre [Preamble]-#
+
+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
+establishment 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 contracts
+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,
+
+HAVE DECREED as follows:
+
+PART I - Sphere of Application and General Provisions
+
+Chapter I - Sphere of Application
+
+Article 1
+
+(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 determining 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;
+
+(f) of electricity.
+
+Article 3
+
+(1) Contracts for the supply of goods to be manufactured or produced 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
+Convention, 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.
+
+Chapter II - 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;
+
+(b) 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 or this
+article.
+
+Article 13
+
+For the purposes of this Convention "writing" includes telegram and telex.
+
+PART II - 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 offeror 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
+offeror.
+
+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 indication 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
+circumstances of the transaction, including the rapidity of the means of
+communication 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.
+
+(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 offeror 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 offeror 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 III - 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, 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 modification
+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 related 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 Convention, hands
+the goods over to a carrier and if the goods are not clearly identified 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.
+
+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
+circumstances 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 has 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 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 delivered,
+provided that 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.
+
+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 without
+a reasonable opportunity for examination by him and at the time of the
+conclusion 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 disclose 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 industrial
+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.
+
+Article 43
+
+(1) The buyer loses the right to rely on the provisions of article 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:
+
+(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 reasonable 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.
+
+(2) If the 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 proportion 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 accordance 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.
+
+(2) If the 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 III - 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,
+he 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 increases 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 contract 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 his having such an opportunity.
+
+Article 59
+
+The buyer must pay the price on the date fixed by or determinable from the
+contract and this Convention without the need for any request or compliance
+with any formality on the part of the seller.
+
+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 III - 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) or article 63, or after the buyer has declared
+that he will not perform his obligations within such an additional period.
+
+Article 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 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 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 had 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.
+
+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 instalments, 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 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 III - 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 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 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 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 designated 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.
+
+(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 III 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
+Convention 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 in any form other than in writing, does not apply where
+any party has his place of business in that State.
+
+Article 97
+
+(1) Declarations made under this Convention at the time of signature are
+subject to confirmation upon ratification, acceptance or approval.
+
+(2) Declarations and confirmations of declarations are to be in writing and be
+formally notified to the depositary.
+
+(3) A declaration takes effect simultaneously with the entry into force of this
+Convention in respect of the State concerned. However, a declaration of which
+the depositary receives formal notification after such entry into force takes
+effect on the first day of the month following the expiration of six months
+after the date of its receipt by the depositary. Reciprocal unilateral
+declarations under article 94 take effect on the first day of the month
+following the expiration of six months after the receipt of the latest
+declaration by the depositary.
+
+(4) Any State which makes a declaration under this Convention may withdraw it
+at any time by a formal notification in writing addressed to the depositary.
+Such withdrawal is to take effect on the first day of the month following the
+expiration of six months after the date of the receipt of the notification by
+the depositary.
+
+(5) A withdrawal of a declaration made under article 94 renders inoperative, as
+from the date on which the withdrawal takes effect, any reciprocal declaration
+made by another State under that article.
+
+Article 98
+
+No reservations are permitted except those expressly authorized in this
+Convention.
+
+Article 99
+
+(1) This Convention enters into force, subject to the provisions of paragraph
+(6) of this article, on the first day of the month following the expiration of
+twelve months after the date of deposit of the tenth instrument of
+ratification, acceptance, approval or accession, including an instrument which
+contains a declaration made under article 92.
+
+(2) When a State ratifies, accepts, approves or accedes to this Convention
+after the deposit of the tenth instrument of ratification, acceptance, approval
+or accession, this Convention, with the exception of the Part excluded, enters
+into force in respect of that State, subject to the provisions of paragraph (6)
+of this article, on the first day of the month following the expiration of
+twelve months after the date of the deposit of its instrument of ratification,
+acceptance, approval or accession.
+
+(3) A State which ratifies, accepts, approves or accedes to this Convention and
+is a party to either or both the Convention relating to a Uniform Law on the
+Formation of Contracts for the International Sale of Goods done at The Hague on
+1 July 1964 (1964 Hague Formation Convention) and the Convention relating to a
+Uniform Law on the International Sale of Goods done at The Hague on 1 July 1964
+(1964 Hague Sales Convention) shall at the same time denounce, as the case may
+be, either or both the 1964 Hague Sales Convention and the 1964 Hague Formation
+Convention by notifying the Government of the Netherlands to that effect.
+
+(4) A State party to the 1964 Hague Sales Convention which ratifies, accepts,
+approves or accedes to the present Convention and declares or has declared
+under article 52 that it will not be bound by Part II of this Convention shall
+at the time of ratification, acceptance, approval or accession denounce the
+1964 Hague Sales Convention by notifying the Government of the Netherlands to
+that effect.
+
+(5) A State party to the 1964 Hague Formation Convention which ratifies,
+accepts, approves or accedes to the present Convention and declares or has
+declared under article 92 that it will not be bound by Part III of this
+Convention shall at the time of ratification, acceptance, approval or accession
+denounce the 1964 Hague Formation Convention by notifying the Government of the
+Netherlands to that effect.
+
+(6) For the purpose of this article, ratifications, acceptances, approvals and
+accessions in respect of this Convention by States parties to the 1964 Hague
+Formation Convention or to the 1964 Hague Sales Convention shall not be
+effective until such denunciations as may be required on the part of those
+States in respect of the latter two Conventions have themselves become
+effective. The depositary of this Convention shall consult with the Government
+of the Netherlands, as the depositary of the 1964 Conventions, so as to ensure
+necessary co-ordination in this respect.
+
+Article 100
+
+(1) This Convention applies to the formation of a contract only when the
+proposal for concluding the contract is made on or after the date when the
+Convention enters into force in respect of the Contracting States referred to
+in subparagraph (1)(a) or the Contracting State referred to in subparagraph
+(1)(b) of article 1.
+
+(2) This Convention applies only to contracts concluded on or after the date
+when the Convention enters into force in respect of the Contracting States
+referred to in subparagraph (1)(a) or the Contracting State referred to in
+subparagraph (1)(b) of article 1.
+
+Article 101
+
+(1) A Contracting State may denounce this Convention, or Part II or Part III of
+the Convention, by a formal notification in writing addressed to the
+depositary.
+
+(2) The denunciation takes effect on the first day of the month following the
+expiration of twelve months after the notification is received by the
+depositary. Where a longer period for the denunciation to take effect is
+specified in the notification, the denunciation takes effect upon the
+expiration of such longer period after the notification is received by the
+depositary.
+
+:B~ [Post Provisions]-#
+
+1~post [Post Clauses (If any: Signed; Witnessed; Done; Authentic Texts; &
+Deposited Clauses)]-#
+
+DONE at Vienna, this day of eleventh day of April, one thousand nine hundred
+and eighty, in a single original, of which the Arabic, Chinese, English,
+French, Russian and Spanish texts are equally authentic.
+
+IN WITNESS WHEREOF the undersigned plenipotentiaries, being duly authorized by
+their respective Governments, have signed this Convention.