聯合國銷售合同（3份范本）

第1篇 聯合國國際貨物銷售合同公約

題 目聯合國國際貨物銷售合同公約(附英文)

頒布單位

全文

本公約各締約國，

銘記聯合國大會第六屆特別會議通過的關于建立新的國際經濟秩序的各項決議的廣泛目標，

考慮到在平等互利基礎上發(fā)展國際貿易是促進各國間友好關系的一個重要因素，認為采用照顧到不同的社會、經濟和法律制度的國際貨物銷售合同統(tǒng)一規(guī)則，將有助于減少國際貿易的法律障礙，促進國際貿易的發(fā)展，

茲協議如下：

第2篇 聯合國國際貨物銷售合同公約(附英文)

1980年4月11日訂于維也納

本公約各締約國，銘記聯合國大會第六屆特別會議通過的關于建立新的國際經濟秩序的各項決議的廣泛目標，考慮到在平等互利基礎上發(fā)展國際貿易是促進各國間友好關系的一個重要因素，認為采用照顧到不同的社會、經濟和法律制度的國際貨物銷售合同統(tǒng)一規(guī)則，將有助于減少國際貿易的法律障礙，促進國際貿易的發(fā)展，茲協議如下：

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:

第一部分 適用范圍和總則

part i-sphere of application and general provisions

第一章 適用范圍

chapter i-sphere of application

第一條

(1)本公約適用于營業(yè)地在不同國家的當事人之間所訂立的貨物銷售合同：

(a)如果這些國家是締約國;或

(b)如果國際私法規(guī)則導致適用某一締約國的法律。

(2)當事人營業(yè)地在不同國家的事實，如果從合同或從訂立合同前任何時候或訂立合同時，當事人之間的任何交易或當事人透露的情報均看不出，應不予考慮。

(3)在確定本公約的適用時，當事人的國籍和當事人或合同的民事或商業(yè)性質，應不予考慮。

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.

第二條

本公約不適用于以下的銷售：

(a)購供私人、家人或家庭使用的貨物的銷售，除非賣方在訂立合同前任何時候或訂立合同時不知道而且沒有理由知道這些貨物是購供任何這種使用;

(b)經由拍賣的銷售;

(c)根據法律執(zhí)行令狀或其它令狀的銷售;

(d)公債、股票、投資證券、流通票據或貨幣的銷售;

(e)船舶、船只、氣墊船或飛機的銷售;

(f)電力的銷售。

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.

第三條

(1)供應尚待制造或生產的貨物的合同應視為銷售合同，除非訂購貨物的當事人保證供應這種制造或生產所需的大部分重要材料。

(2)本公約不適用于供應貨物一方的絕大部分義務在于供應勞力或其它服務的合同。

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.

第四條

本公約只適用于銷售合同的訂立和賣方和買方因此種合同而產生的權利和義務。特別是，本公約除非另有明文規(guī)定，與以下事項無關：

(a)合同的效力，或其任何條款的效力，或任何慣例的效力;

(b)合同對所售貨物所有權可能產生的影響。

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.

第五條

本公約不適用于賣方對于貨物對任何人所造成的死亡或傷害的責任。

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.

第六條

雙方當事人可以不適用本公約，或在第十二條的條件下，減損本公約的任何規(guī)定或改變其效力。

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.

第二章 總則

chapter ii-general provisions

第七條

(1)在解釋本公約時，應考慮到本公約的國際性質和促進其適用的統(tǒng)一以及在國際貿易上遵守誠信的需要。

(2)凡本公約未明確解決的屬于本公約范圍的問題，應按照本公約所依據的一般原則來解決，在沒有一般原則的情況下，則應按照國際私法規(guī)定適用的法律來解決。

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.

第八條

(1)為本公約的目的，一方當事人所作的聲明和其它行為，應依照他的意旨解釋，如果另一方當事人已知道或者不可能不知道此一意旨。

(2)如果上一款的規(guī)定不適用，當事人所作的聲明和其它行為，應按照一個與另一方當事人同等資格、通情達理的人處于相同情況中，應有的理解來解釋。

(3)在確定一方當事人的意旨或一個通情達理的人應有的理解時，應適當地考慮到與事實有關的一切情況，包括談判情形、當事人之間確立的任何習慣作法、慣例和當事人其后的任何行為。

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.

第九條

(1)雙方當事人業(yè)已同意的任何慣例和他們之間確立的任何習慣做法，對雙方當事人均有約束力。

(2)除非另有協議，雙方當事人應視為已默示地同意對他們的合同或合同的訂立適用雙方當事人已知道或理應知道的慣例，而這種慣例，在國際貿易上，已為有關特定貿易所涉同類合同的當事人所廣泛知道并為他們所經常遵守。

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.

第十條

為本公約的目的：

(a)如果當事人有一個以上的營業(yè)地，則以與合同及合同的履行關系最密切的營業(yè)地為其營業(yè)地，但要考慮到雙方當事人在訂立合同前任何時候或訂立合同時所知道或所設想的情況;

(b)如果當事人沒有營業(yè)地，則以其慣常居住地為準。

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.

第十一條

銷售合同無須以書面訂立或書面證明，在形式方面也不受任何其它條件的限制。銷售合同可以用包括人證在內的任何方法證明。

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.

第十二條

本公約第十一條、第二十九條或第二部分準許銷售合同或其更改或根據協議終止，或者任何發(fā)價、接受或其它意旨表示得以書面以外任何形式做出的任何規(guī)定不適用，如果任何一方當事人的營業(yè)地是在已按照本公約第九十六條做出了聲明的一個締約國內，各當事人不得減損本條或改變其效力。

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.

第十三條

為本公約的目的，“書面”包括電報和電傳。

article 13

for the purposes of this convention 'writing' includes telegram and telex.

第二部分 合同的訂立

part ii-formation of the contract

第十四條

(1)向一個或一個以上特定的人提出的訂立合同的建議，如果十分確定并且表明發(fā)價人在得到接受時承受約束的意旨，即構成發(fā)價。一個建議如果寫明貨物并且明示或暗示地規(guī)定數量和價格或規(guī)定如何確定數量和價格，即為十分確定。

(2)非向一個或一個以上特定的人提出的建議，僅應視為邀請做出發(fā)價，除非提出建議的人明確地表示相反的意向。

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.

第十五條

(1)發(fā)價于送達被發(fā)價人時生效。

(2)一項發(fā)價，即使是不可撤銷的，得予撤回，如果撤回通知于發(fā)價送達被發(fā)價人之前或同時，送達被發(fā)價人。

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.

第十六條

(1)在未訂立合同之前，發(fā)價得予撤銷，如果撤銷通知于被發(fā)價人發(fā)出接受通知之前送達被發(fā)價人。

(2)但在下列情況下，發(fā)價不得撤銷：

(a)發(fā)價寫明接受發(fā)價的期限或以其它方式表示發(fā)價是不可撤銷的;或

(b)被發(fā)價人有理由信賴該項發(fā)價是不可撤銷的，而且被發(fā)價人已本著對該項發(fā)價的信賴行事。

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.

第十七條

一項發(fā)價，即使是不可撤銷的，于拒絕通知送達發(fā)價人時終止。

article 17

an offer, even if it is irrevocable, is terminated when a rejection reaches the offeror.

第十八條

(1)被發(fā)價人聲明或做出其它行為表示同意一項發(fā)價，即是接受，緘默或不行動本身不等于接受。

(2)接受發(fā)價于表示同意的通知送達發(fā)價人時生效。如果表示同意的通知在發(fā)價人所規(guī)定的時間內，如未規(guī)定時間，在一段合理的時間內，未曾送達發(fā)價人，接受就成為無效，但須適當地考慮到交易的情況，包括發(fā)價人所使用的通訊方法的迅速程序。對口頭發(fā)價必須立即接受，但情況有別者不在此限。

(3)但若根據該項發(fā)價或依當事人之間確立的習慣作法和慣例，被發(fā)價人可以做出某種行為，例如與發(fā)運貨物或支付價款有關的行為，來表示同意，而無須向發(fā)價人發(fā)出通知，則接受于該項行為做出時生效，但該項行為必須在上一款所規(guī)定的期間內做出。

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.

第十九條

(1)對發(fā)價表示接受但載有添加、限制或其它更改的答復，即為拒絕該項發(fā)價，并構成還價。

(2)但是，對發(fā)價表示接受但載有添加或不同條件的答復，如所載的添加或不同條件在實質上并不變更該項發(fā)價的條件，除發(fā)價人在不過分遲延的期間內以口頭或書面通知反對其間的差異外，仍構成接受。如果發(fā)價人不做出這種反對，合同的條件就以該項發(fā)價的條件以及接受通知內所載的更改為準。

(3)有關貨物價格、付款、貨物質量和數量、交貨地點和時間、一方當事人對另一方當事人的賠償責任范圍或解決爭端等等的添加或不同條件，均視為在實質上變更發(fā)價的條件。

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.

第二十條

(1)發(fā)價人在電報或信件內規(guī)定的接受期間，從電報交發(fā)時刻或信上載明的發(fā)信日期起算，如信上未載明發(fā)信日期，則從信封上所載日期起算。發(fā)價人以電話、電傳或其它快速通訊方法規(guī)定的接受期間，從發(fā)價送達被發(fā)價人時起算。

(2)在計算接受期間時，接受期間內的正式假日或非營業(yè)日應計算在內。但是，如果接受通知在接受期間的最后1天未能送到發(fā)價人地址，因為那天在發(fā)價人營業(yè)地是正式假日或非營業(yè)日，則接受期間應順延至下一個營業(yè)日。

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.

第二十一條

(1)逾期接受仍有接受的效力，如果發(fā)價人毫不遲延地用口頭或書面將此種意見通知被發(fā)價人。

(2)如果載有逾期接受的信件或其它書面文件表明，它是在傳遞正常、能及時送達發(fā)價人的情況下寄發(fā)的，則該項逾期接受具有接受的效力，除非發(fā)價人毫不遲延地用口頭或書面通知被發(fā)價人：他認為他的發(fā)價已經失效。

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.

第二十二條

接受得予撤回，如果撤回通知于接受原應生效之前或同時，送達發(fā)價人。

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.

第二十三條

合同于按照本公約規(guī)定對發(fā)價的接受生效時訂立。

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.

第二十四條

為公約本部分的目的，發(fā)價、接受聲明或任何其它意旨表示“送達”對方，系指用口頭通知對方或通過任何其它方法送交對方本人，或其營業(yè)地或通訊地址，如無營業(yè)地或通訊地址，則送交對方慣常居住地。

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.

第三部分 貨物銷售

part iii-sale of goods

第一章 總則

chapter i-general provisions

第二十五條

一方當事人違反合同的結果，如使另一方當事人蒙受損害，以致于實際上剝奪了他根據合同規(guī)定有權期待得到的東西，即為根本違反合同，除非違反合同一方并不預知而且一個同等資格、通情達理的人處于相同情況中也沒有理由預知會發(fā)生這種結果。

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.

第二十六條

宣告合同無效的聲明，必須向另一方當事人發(fā)出通知，方始有效。

article 26

a declaration of avoidance of the contract is effective only if made by notice to the other party.

第二十七條

除非公約本部分另有明文規(guī)定，當事人按照本部分的規(guī)定，以適合情況的方法發(fā)出任何通知、要求或其它通知后，這種通知如在傳遞上發(fā)生耽擱或錯誤，或者未能到達，并不使該當事人喪失依靠該項通知的權利。

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.

第二十八條

若按照本公約的規(guī)定，一方當事人有權要求另一方當事人履行某一義務，法院沒有義務做出判決，要求具體履行此一義務，除非法院依照其本身的法律對不屬本公約范圍的類似銷售合同愿意這樣做。

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.

第二十九條

(1)合同只需雙方當事人協議，就可更改或終止。

(2)規(guī)定任何更改或根據協議終止必須以書面做出的書面合同，不得以任何其它方式更改或根據協議終止。但是，一方當事人的行為，如經另一方當事人寄以信賴，就不得堅持此項規(guī)定。

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.

第二章 賣方的義務

chapter ii-obligations of the seller

第三十條

賣方必須按照合同和本公約的規(guī)定，交付貨物，移交一切與貨物有關的單據并轉移貨物所有權。

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.

第一節(jié) 交付貨物和移交單據

section i-delivery of the goods and handing over of documents

第三十一條

如果賣方沒有義務要在任何其它特定地點交付貨物，他的交貨義務如下：

(a)如果銷售合同涉及到貨物的運輸，賣方應把貨物移交給第一承運人，以運交給買方;

(b)在不屬于上款規(guī)定的情況下，如果合同指的是特定貨物或從特定存貨中提取的或尚待制造或生產的未經特定化的貨物，而雙方當事人在訂立合同時已知道這些貨物是在某一特定地點，或將在某一特定地點制造或生產，賣方應在該地點把貨物交給買方處置;

(c)在其它情況下，賣方應在他于訂立合同時的營業(yè)地把貨物交給買方處置。

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.

第三十二條

(1)若賣方按合同或本公約的規(guī)定將貨物交付給承運人，但貨物沒有以貨物上加標記、或以裝運單據或其它方式清楚地注明有關合同，賣方必須向買方發(fā)出列明貨物的發(fā)貨通知。

(2)若賣方有義務安排貨物的運輸，他必須訂立必要的合同，以按通常運輸條件，用適合情況的運輸工具，把貨物運到指定地點。

(3)若賣方無義務對貨物的運輸辦理保險，他必須在買方提出要求時，向買方提供一切現有的必要資料，使他能夠辦理這種保險。

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.

第三十三條

賣方必須按以下規(guī)定的日期交付貨物：

(a)如果合同規(guī)定有日期，或從合同可以確定日期，應在該日期交貨;

(b)如果合同規(guī)定有一段時間，或從合同可以確定一段時間，除非情況表明應由買方選定一個日期外，應在該段時間內任何時候交貨;或者

(c)在其它情況下，應在訂立合同后一段合理時間內交貨。

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.

第三十四條

如果賣方有義務移交與貨物有關的單據，他必須按照合同所規(guī)定的時間、地點和方式移交這些單據。如果賣方在那個時間以前已移交這些單據，他可以在那個時間到達前糾正單據中任何不符合同規(guī)定的情形，但是，此一權利的行使不得使買方遭受不合理的不便或承擔不合理的開支。但是，買方保留本公約所規(guī)定的要求損害賠償的任何權利。

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.

第二節(jié) 貨物相符與第三方要求

section ii-conformity of the goods and third party claims

第三十五條

(1)賣方交付的貨物必須與合同所規(guī)定的數量、質量和規(guī)格相符，并須按照合同所規(guī)定的方式裝箱或包裝。

(2)除雙方當事人業(yè)已另有協議外，貨物除非符合以下規(guī)定，否則即為與合同不符：

(a)貨物適用于同一規(guī)格貨物通常使用的目的;

(b)貨物適用于訂立合同時曾明示或默示地通知賣方的任何特定目的，除非情況表明買方并不依賴賣方的技能和判斷力，或者這種依賴對他是不合理的;

(c)貨物的質量與賣方向買方提供的貨物樣品或樣式相同;

(d)貨物按照同類貨物通用的方式裝箱或包裝，如果沒有此種通用方式，則按足以保全和保護貨物的方式裝箱或包裝。

(3)如果買方在訂立合同時知道或不可能不知道貨物不符合同，賣方就無須按上一款(a)項至(d)項負有此種不符合同的責任。

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.

第三十六條

(1)賣方應按照合同和本公約的規(guī)定，對風險移轉到買方時所存在的任何不符合同情形，負有責任，即使這種不符合同情形在該時間后方始明顯。

(2)賣方對在上一款所述時間后發(fā)生的任何不符合同情形，也應負有責任，如果這種不符合同情形是由于賣方違反他的某項義務所致，包括違反關于在一段時間內貨物將繼續(xù)適用于其通常使用的目的或某種特定目的，或將保持某種特定質量或性質的任何保證。

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.

第三十七條

如果賣方在交貨日期前交付貨物，他可以在那個日期到達前，交付任何缺漏部分或補足所交付貨物的不足數量，或交付用以替換所交付不符合同規(guī)定的貨物，或對所交付貨物中任何不符合同規(guī)定的情形做出補救，但是，此一權利的行使不得使買方遭受不合理的不便或承擔不合理的開支。但是，買方保留本公約所規(guī)定的要求損害賠償的任何權利。

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.

第三十八條

(1)買方必須在按情況實際可行的最短時間內檢驗貨物或由他人檢驗貨物。

(2)如果合同涉及到貨物的運輸，檢驗可推遲到貨物到達目的地后進行。

(3)如果貨物在運輸途中改運或買方須再發(fā)運貨物，沒有合理機會加以檢驗，而賣方在訂立合同時已知道或理應知道這種改運或再發(fā)運的可能性，檢驗可推遲到貨物到達新目的地后進行。

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.

第三十九條

(1)買方對貨物不符合同，必須在發(fā)現或理應發(fā)現不符情形后一段合理時間內通知賣方，說明不符合同情形的性質，否則就喪失聲稱貨物不符合同的權利。

(2)無論如何，如果買方不在實際收到貨物之日起兩年內將貨物不符合同情形通知賣方，他就喪失聲稱貨物不符合同的權利，除非這一時限與合同規(guī)定的保證期限不符。

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.

第四十條

如果貨物不符合同規(guī)定指的是賣方已知道或不可能不知道而又沒有告知買方的一些事實，則賣方無權援引第三十八條和第三十九條的規(guī)定。

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.

第四十一條

賣方所交付的貨物，必須是第三方不能提出任何權利或要求的貨物，除非買方同意在這種權利或要求的條件下，收取貨物。但是，如果這種權利或要求是以工業(yè)產權或其它知識產權為基礎的，賣方的義務應依照第四十二條的規(guī)定。

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.

第四十二條

(1)賣方所交付的貨物，必須是第三方不能根據工業(yè)產權或其它知識產權主張任何權利或要求的貨物，但以賣方在訂立合同時已知道或不可能不知道的權利或要求為限，而且這種權利或要求根據以下國家的法律規(guī)定是以工業(yè)產權或其它知識產權為基礎的：

(a)如果雙方當事人在訂立合同時預期貨物將在某一國境內轉售或做其它使用，則根據貨物將在其境內轉售或做其它使用的國家的法律;或者

(b)在任何其它情況下，根據買方營業(yè)地所在國家的法律。

(2)賣方在上一款中的義務不適用于以下情況：

(a)買方在訂立合同時已知道或不可能不知道此項權利或要求;或者

(b)此項權利或要求的發(fā)生，是由于賣方要遵照買方所提供的技術圖樣、圖案、程式或其它規(guī)格。

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.

第四十三條

(1)買方如果不在已知道或理應知道第三方的權利或要求后一段合理時間內，將此一權利或要求的性質通知賣方，就喪失援引第四十一條或第四十二條規(guī)定的權利。

(2)賣方如果知道第三方的權利或要求以及此一權利或要求的性質，就無權援引上一款的規(guī)定。

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.

第四十四條

盡管有第三十九條第(1)款和第四十三條第(1)款的規(guī)定，買方如果對他未發(fā)出所需的通知具備合理的理由，仍可按照第五十條規(guī)定減低價格，或要求利潤損失以外的損害賠償。

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.

第三節(jié) 賣方違反合同的補救辦法

section iii-remedies for breach of contract by the seller

第四十五條

(1)如果賣方不履行他在合同和本公約中的任何義務，買方可以：

(a)行使第四十六條至第五十二條所規(guī)定的權利;

(b)按照第七十四條至第七十七條的規(guī)定，要求損害賠償。

(2)買方可能享有的要求損害賠償的任何權利，不因他行使采取其它補救辦法的權利而喪失。

(3)如果買方對違反合同采取某種補救辦法，法院或仲裁庭不得給予賣方寬限期。

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.

第四十六條

(1)買方可以要求賣方履行義務，除非買方已采取與此一要求相抵觸的某種補救辦法。

(2)如果貨物不符合同，買方只有在此種不符合同情形構成根本違反合同時，才可以要求交付替代貨物，而且關于替代貨物的要求，必須與依照第三十九條發(fā)出的通知同時提出，或者在該項通知發(fā)出后一段合理時間內提出。

(3)如果貨物不符合同，買方可以要求賣方通過修理對不符合同之處做出補救，除非他考慮了所有情況之后，認為這樣做是不合理的。修理的要求必須與依照第三十九條發(fā)出的通知同時提出，或者在該項通知發(fā)出后一段合理時間內提出。

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.

第四十七條

(1)買方可以規(guī)定一段合理時限的額外時間，讓賣方履行其義務。

(2)除非買方收到賣方的通知，聲稱他將不在所規(guī)定的時間內履行義務，買方在這段時間內不得對違反合同采取任何補救辦法。但是，買方并不因此喪失他對遲延履行義務可能享有的要求損害賠償的任何權利。

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.

第四十八條

(1)在第四十九條的條件下，賣方即使在交貨日期之后，仍可自付費用，對任何不履行義務做出補救，但這種補救不得造成不合理的遲延，也不得使買方遭受不合理的不便，或無法確定賣方是否將償付買方預付的費用。但是，買方保留本公約所規(guī)定的要求損害賠償的任何權利。

(2)如果賣方要求買方表明他是否接受賣方履行義務，而買方不在一段合理時間內對此一要求做出答復，則賣方可以按其要求中所指明的時間履行義務。買方不得在該段時間內采取與賣方履行義務相抵觸的任何補救辦法。

(3)賣方表明他將在某一特定時間內履行義務的通知，應視為包括根據上一款規(guī)定要買方表明決定的要求在內。

(4)賣方按照本條第(2)和第(3)款做出的要求或通知，必須在買方收到后，始生效力。

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.

第四十九條

(1)買方在以下情況下可以宣告合同無效：

(a)賣方不履行其在合同或本公約中的任何義務，等于根本違反合同;或

(b)如果發(fā)生不交貨的情況，賣方不在買方按照第四十七條第(1)款規(guī)定的額外時間內交付貨物，或賣方聲明他將不在所規(guī)定的時間內交付貨物。

(2)但是，如果賣方已交付貨物，買方就喪失宣告合同無效的權利，除非：

(a)對于遲延交貨，他在知道交貨后一段合理時間內這樣做;

(b)對于遲延交貨以外的任何違反合同事情：

(一)他在已知道或理應知道這種違反合同后一段合理時間內這樣做;或

(二)他在買方按照第四十七條第(1)款規(guī)定的任何額外時間滿期后，或在賣方聲明他將不在這一額外時間履行義務后一段合理時間內這樣做;或

(三)他在賣方按照第四十八條第(2)款指明的任何額外時間滿期后，或在買方聲明他將不接受賣方履行義務后一段合理時間內這樣做。

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.

第五十條

如果貨物不符合同，不論價款是否已付，買方都可以減低價格，減價按實際交付的貨物在交貨時的價值與符合合同的貨物在當時的價值兩者之間的比例計算。但是，如果賣方按照第三十七條或第四十八條的規(guī)定對任何不履行義務做出補救，或者買方拒絕接受賣方按照該兩條規(guī)定履行義務，則買方不得減低價格。

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.

第五十一條

(1)如果賣方只交付一部分貨物，或者交付的貨物中只有一部分符合合同規(guī)定，第四十六條至第五十條的規(guī)定適用于缺漏部分及不符合同規(guī)定部分的貨物。

(2)買方只有在完全不交付貨物或不按照合同規(guī)定交付貨物等于根本違反合同時，才可以宣告整個合同無效。

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.

第五十二條

(1)如果賣方在規(guī)定的日期前交付貨物，買方可以收取貨物，也可以拒絕收取貨物。

(2)如果賣方交付的貨物數量大于合同規(guī)定的數量，買方可以收取也可以拒絕收取多交部分的貨物。如果買方收取多交部分貨物的全部或一部分，他必須按合同價格付款。

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.

第三章 買方的義務

chapter iii-obligations of the buyer

第五十三條

買方必須按照合同和本公約規(guī)定支付貨物價款和收取貨物。

article 53

the buyer must pay the price for the goods and take delivery of them as required by the contract and this convention.

第一節(jié) 支付價款

section i-payment of the price

第五十四條

買方支付價款的義務包括根據合同或任何有關法律和規(guī)章規(guī)定的步驟和手續(xù)，以便支付價款。

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.

第五十五條

如果合同已有效的訂立，但沒有明示或暗示地規(guī)定價格或規(guī)定如何確定價格，在沒有任何相反表示的情況下，雙方當事人應視為已默示地引用訂立合同時此種貨物在有關貿易的類似情況下銷售的通常價格。

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.

第五十六條

如果價格是按貨物的重量規(guī)定的，如有疑問，應按凈重確定。

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.

第五十七條

(1)如果買方沒有義務在任何其它特定地點支付價款，他必須在以下地點向賣方支付價款：

(a)賣方的營業(yè)地;或者

(b)如憑移交貨物或單據支付價款，則為移交貨物或單據的地點。

(2)賣方必須承擔因其營業(yè)地在訂立合同后發(fā)生變動而增加的支付方面的有關費用。

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.

第五十八條

(1)如果買方沒有義務在任何其它特定時間內支付價款，他必須于賣方按照合同和本公約規(guī)定將貨物或控制貨物處置權的單據交給買方處置時支付價款。賣方可以支付價款作為移交貨物或單據的條件。

(2)如果合同涉及到貨物的運輸，賣方可以在支付價款后方可把貨物或控制貨物處置權的單據移交給買方作為發(fā)運貨物的條件。

(3)買方在未有機會檢驗貨物前，無義務支付價款，除非這種機會與雙方當事人議定的交貨或支付程序相抵觸。

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.

第五十九條

買方必須按合同和本公約規(guī)定的日期或從合同和本公約可以確定的日期支付價款，而無需賣方提出任何要求或辦理任何手續(xù)。

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.

第二節(jié) 收取貨物

section ii-taking delivery

第六十條

買方收取貨物的義務如下：

(a)采取一切理應采取的行動，以期賣方能交付貨物;和

(b)接收貨物。

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.

第三節(jié) 買方違反合同的補救辦法

section iii-remedies for breach of contract by the buyer

第六十一條

(1)如果買方不履行他在合同和本公約中的任何義務，賣方可以：

(a)行使第六十二條至第六十五條所規(guī)定的權利;

(b)按照第七十四至第七十七條的規(guī)定，要求損害賠償。

(2)賣方可能享有的要求損害賠償的任何權利，不因他行使采取其它補救辦法的權利而喪失。

(3)如果賣方對違反合同采取某種補救辦法，法院或仲裁庭不得給予買方寬限期。

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.

第六十二條

賣方可以要求買方支付價款、收取貨物或履行他的其它義務，除非賣方已采取與此一要求相低觸的某種補救辦法。

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.

第六十三條

(1)賣方可以規(guī)定一段合理時限的額外時間，讓買方履行義務。

(2)除非賣方收到買方的通知，聲稱他將不在所規(guī)定的時間內履行義務，賣方不得在這段時間內對違反合同采取任何補救辦法。但是，賣方并不因此喪失他對遲延履行義務可能享有的要求損害賠償的任何權利。

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.

第六十四條

(1)賣方在以下情況下可以宣告合同無效：

(a)買方不履行其在合同或本公約中的任何義務，等于根本違反合同;或

(b)買方不在賣方按照第六十三條第(1)款規(guī)定的額外時間內履行支付價款的義務或收取貨物，或買方聲明他將不在所規(guī)定的時間內這樣做。

(2)但是，如果買方已支付價款，賣方就喪失宣告合同無效的權利，除非：

(a)對于買方遲延履行義務，他在知道買方履行義務前這樣做;或者

(b)對于買方遲延履行義務以外的任何違反合同事情：

(一)他在已知道或理應知道這種違反合同后一段合理時間內這樣做;或

(二)他在賣方按照第六十三條第(1)款規(guī)定的任何額外時間滿期后或在買方聲明他將不在這一額外時間內履行義務后一段合理時間內這樣做。

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.

第六十五條

(1)如果買方應根據合同規(guī)定訂明貨物的形狀、大小或其它特征，而他在議定的日期或在收到賣方的要求后一段合理時間內沒有訂明這些規(guī)格，則賣方在不損害其可能享有的任何其它權利的情況下，可以依照他所知的買方的要求，自己訂明規(guī)格。

(2)如果賣方自己訂明規(guī)格，他必須把訂明規(guī)格的細節(jié)通知買方，而且必須規(guī)定一段合理時間，讓買方可以在該段時間內訂出不同的規(guī)格。如果買方在收到這種通知后沒有在該段時間內這樣做，賣方所訂的規(guī)格就具有約束力。

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.

第四章 風險移轉

chapter iv-passing of risk

第六十六條

貨物在風險移轉到買方承擔后遺失或損壞，買方支付價款的義務并不因此解除，除非這種遺失或損壞是由于賣方的行為或不行為所造成。

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.

第六十七條

(1)如果銷售合同涉及到貨物的運輸，但賣方沒有義務在某一特定地點交付貨物，自貨物按照銷售合同交付給第一承運人以轉交給買方時起，風險就移轉到買方承擔。如果賣方有義務在某一特定地點把貨物交付給承運人，在貨物于該地點交付給承運人以前，風險不移轉到買方承擔。賣方受權保留控制貨物處置權的單據，并不影響風險的移轉。

(2)但是，在貨物以貨物上加標記、或以裝運單據、或向買方發(fā)出通知或其它方式清楚地注明有關合同以前，風險不移轉到買方承擔。

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.

第六十八條

對于在運輸途中銷售的貨物，從訂立合同時起，風險就移轉到買方承擔。但是，如果情況表明有此需要，從貨物交付給簽發(fā)載有運輸合同單據的承運人時起，風險就由買方承擔。盡管如此，如果賣方在訂立合同時已知道或理應知道貨物已經遺失或損壞，而他又不將這一事實告之買方，則這種遺失或損壞應由賣方負責。

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.

第六十九條

(1)在不屬于第六十七條和第六十八條規(guī)定的情況下，從買方接收貨物時起，或如果買方不在適當時間內這樣做，則從貨物交給他處置但他不收取貨物從而違反合同時起，風險移轉到買方承擔。

(2)但是，如果買方有義務在賣方營業(yè)地以外的某一地點接收貨物，當交貨時間已到而買方知道貨物已在該地點交給他處置時，風險方始移轉。

(3)如果合同指的是當時未加識別的貨物，則這些貨物在未清楚注明有關合同以前，不得視為已交給買方處置。

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.

第七十條

若賣方已根本違反合同，第六十七條、第六十八條和第六十九條的規(guī)定，不損害買方因此種違反合同而可以采取的各種補救辦法。

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.

第五章 賣方和買方義務的一般規(guī)定

chapter v-provisions common to the obligations of the seller and of the buyer

第一節(jié) 預期違反合同和分批交貨合同

section i-anticipatory breach and instalment contracts

第七十一條

(1)如果訂立合同后，另一方當事人由于下列原因顯然將不履行其大部分重要義務，一方當事人可以中止履行義務：

(a)他履行義務的能力或他的信用有嚴重缺陷;或

(b)他在準備履行合同或履行合同中的行為。

(2)如果賣方在上一款所述的理由明顯化以前已將貨物發(fā)運，他可以阻止將貨物交給買方，即使買方持有其有權獲得貨物的單據。本款規(guī)定只與買方和賣方間對貨物的權利有關。

(3)中止履行義務的一方當事人不論是在貨物發(fā)運前還是發(fā)運后，都必須立即通知另一方當事人，如經另一方當事人對履行義務提供充分保證，則他必須繼續(xù)履行義務。

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.

第七十二條

(1)如果在履行合同日期之前，明顯看出一方當事人將根本違反合同，另一方當事人可以宣告合同無效。

(2)如果時間許可，打算宣告合同無效的一方當事人必須向另一方當事人發(fā)出合理的通知，使他可以對履行義務提供充分保證。

(3)如果另一方當事人已聲明他將不履行其義務，則上一款的規(guī)定不適用。

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.

第七十三條

(1)對于分批交付貨物的合同，如果一方當事人不履行對任何一批貨物的義務，便對該批貨物構成根本違反合同，則另一方當事人可以宣告合同對該批貨物無效。

(2)如果一方當事人不履行對任何一批貨物的義務，使另一方當事人有充分理由斷定對今后各批貨物將會發(fā)生根本違反合同，該另一方當事人可以在一段合理時間內宣告合同今后無效。

(3)買方宣告合同對任何一批貨物的交付為無效時，可以同時宣告合同對已交付的或今后交付的各批貨物均為無效，如果各批貨物是互相依存的，不能單獨用于雙方當事人在訂立合同時所設想的目的。

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.

第二節(jié) 損害賠償

section ii-damages

第七十四條

一方當事人違反合同應負的損害賠償額，應與另一方當事人因他違反合同而遭受的包括利潤在內的損失額相等。這種損害賠償不得超過違反合同一方在訂立合同時，依照他當時已知道或理應知道的事實和情況，對違反合同預料到或理應預料到的可能損失。

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.

第七十五條

如果合同被宣告無效，而在宣告無效后一段合理時間內，買方已以合理方式購買替代貨物，或者賣方已以合理方式把貨物轉賣，則要求損害賠償的一方可以取得合同價格和替代貨物交易價格之間的差額以及按照第七十四條規(guī)定可以取得的任何其他損害賠償。

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.

第七十六條

(1)如果合同被宣告無效，而貨物又有時價，要求損害賠償的一方，如果沒有根據第七十五條規(guī)定進行購買或轉賣，則可以取得合同規(guī)定的價格和宣告合同無效時的時價之間的差額以及按照第七十四條規(guī)定可以取得的任何其它損害賠償。但是，如果要求損害賠償的一方在接收貨物之后宣告合同無效，則應適用接收貨物時的時價，而不適用宣告合同無效時的時價。

(2)為上一款的目的，時價指原應交付貨物地點的現行價格，如果該地點沒有時價，則指另一合理替代地點的價格，但應適當地考慮貨物運費的差額。

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.

第七十七條

聲稱另一方違反合同的一方，必須按情況采取合理措施，減輕由于該另一方違反合同而引起的損失，包括利潤方面的損失。如果他不采取這種措施，違反合同一方可以要求從損害賠償中扣除原可以減輕的損失數額。

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.

第三節(jié) 利息

section iii-interest

第七十八條

如果一方當事人沒有支付價款或任何其它拖欠金額，另一方當事人有權對這些款額收取利息，但不妨礙要求按照第七十四條規(guī)定可以取得的損害賠償。

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.

第四節(jié) 免責

section iv-exemptions

第七十九條

(1)當事人對不履行義務，不負責任，如果他能證明此種不履行義務，是由于某種非他所能控制的障礙，而且對于這種障礙，沒有理由預期他在訂立合同時能考慮到或能避免或克服它或它的后果。

(2)如果當事人不履行義務是由于他所雇用履行合同的全部或一部分規(guī)定的第三方不履行義務所致，該當事人只有在以下情況下才能免除責任：

(a)他按照上一款的規(guī)定應免除責任，和

(b)假如該項的規(guī)定也適用于他所雇用的人，這個人也同樣會免除責任。

(3)本條所規(guī)定的免責對障礙存在的期間有效。

(4)不履行義務的一方必須將障礙及其對他履行義務能力的影響通知另一方。如果該項通知在不履行義務的一方已知道或理應知道此一障礙后一段合理時間內仍未為另一方收到，則他對由于另一方未收到通知而造成的損害應負賠償責任。

(5)本條規(guī)定不妨礙任何一方行使本公約規(guī)定的要求損害賠償以外的任何權利。

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.

第八十條

一方當事人因其行為或不行為而使得另一方當事人不履行義務時，不得聲稱該另一方當事人不履行義務。

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.

第五節(jié) 宣告合同無效的效果

section v-effects of avoidance

第八十一條

(1)宣告合同無效解除了雙方在合同中的義務，但應負責的任何損害賠償仍應負責。宣告合同無效不影響合同關于解決爭端的任何規(guī)定，也不影響合同中關于雙方在宣告合同無效后權利和義務的任何其它規(guī)定。

(2)已全部或局部履行合同的一方，可以要求另一方歸還他按照合同供應的貨物或支付的價款，如果雙方都須歸還，他們必須同時這樣做。

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.

第八十二條

(1)買方如果不可能按實際收到貨物的原狀歸還貨物，他就喪失宣告合同無效或要求賣方交付替代貨物的權利。

(2)上一款的規(guī)定不適用于以下情況：

(a)如果不可能歸還貨物或不可能按實際收到貨物的原狀歸還貨物，并非由于買方的行為或不行為所造成;或者

(b)如果貨物或其中一部分的毀滅或變壞，是由于按照第三十八條規(guī)定進行檢驗所致;或者

(c)如果貨物或其中一部分，在買方發(fā)現或理應發(fā)現與合同不符以前，已為買方在正常營業(yè)過程中售出，或在正常使用過程中消費或改變。

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.

第八十三條

買方雖然依第八十二條規(guī)定喪失宣告合同無效或要求賣方交付替代貨物的權利，但是根據合同和本公約規(guī)定，他仍保有采取一切其它補救辦法的權利。

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.

第八十四條

(1)如果賣方有義務歸還價款，他必須同時從支付價款之日起支付價款利息。

(2)在以下情況下，買方必須向賣方說明他從貨物或其中一部分得到的一切利益：

(a)如果他必須歸還貨物或其中一部分;或者

(b)如果他不可能歸還全部或一部分貨物，或不可能按實際收到貨物的原狀歸還全部或一部分貨物，但他已宣告合同無效或已要求賣方支付替代貨物。

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.

第六節(jié) 保全貨物

section vi-preservation of the goods

第八十五條

如果買方推遲收取貨物，或在支付價款和交付貨物應同時履行時，買方沒有支付價款，而賣方仍擁有這些貨物或仍能控制這些貨物的處置權，賣方必須按情況采取合理措施，以保全貨物。他有權保有這些貨物，直至買方把他所付的合理費用償還他為止。

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.

第八十六條

(1)如果買方已收到貨物，但打算行使合同或本公約規(guī)定的任何權利，把貨物退回，他必須按情況采取合理措施，以保全貨物。他有權保有這些貨物，直至賣方把他所付的合理費用償還給他為止。

(2)如果發(fā)運給買方的貨物已到達目的地，并交給買方處置，而買方行使退貨權利，則買方必須代表賣方收取貨物，除非他這樣做需要支付價款而且會使他遭受不合理的不便或需承擔不合理的費用。如果賣方或受權代表他掌管貨物的人也在目的地，則此一規(guī)定不適用。如果買方根據本款規(guī)定收取貨物，他的權利和義務與上一款所規(guī)定的相同。

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.

第八十七條

有義務采取措施以保全貨物的一方當事人，可以把貨物寄放在第三方的倉庫，由另一方當事人擔負費用，但該項費用必須合理。

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.

第八十八條

(1)如果另一方當事人在收取貨物或收回貨物或支付價款或保全貨物費用方面有不合理的遲延，按照第八十五條或第八十六條規(guī)定有義務保全貨物的一方當事人，可以采取任何適當辦法，把貨物出售，但必須事前向另一方當事人發(fā)出合理的意向通知。

(2)如果貨物易于迅速變壞，或者貨物的保全牽涉到不合理的費用，則按照第八十五條或第八十六條規(guī)定有義務保全貨物的一方當事人，必須采取合理措施，把貨物出售，在可能的范圍內，他必須把出售貨物的打算通知另一方當事人。

(3)出售貨物的一方當事人，有權從銷售所得收入中扣回為保全貨物和銷售貨物而付的合理費用。他必須向另一方當事人說明所余款項。

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.

第四部分 最后條款

part iv-final provisions

第八十九條

茲指定聯合國秘書長為本公約保管人。

article 89

the secretary-general of the united nations is hereby designated as the depositary for this convention.

第九十條

本公約不優(yōu)于業(yè)已締結或可以締結并載有與屬于本公約范圍內事項有關的條款的任何國際協定，但以雙方當事人的營業(yè)地均在這種協定的締約國內為限。

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.

第九十一條

(1)本公約在聯合國國際貨物銷售合同會議閉幕會議上開放簽字，并在紐約聯合國總部繼續(xù)開放簽字，直至1981年9月30日為止。

(2)本公約須經簽字國批準、接受或核準。

(3)本公約從開放簽字之日起開放給所有非簽字國加入。

(4)批準書、接受書、核準書和加入書應送交聯合國秘書長存放。

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.

第九十二條

(1)締約國可在簽字、批準、接受、核準或加入時聲明他不受本公約第二部分的約束或不受本公約第三部分的約束。

(2)按照上一款規(guī)定就本公約第二部分或第三部分做出聲明的締約國，在該聲明適用的部分所規(guī)定事項上，不得視為本公約第一條第(1)款范圍內的締約國。

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.

第九十三條

(1)如果締約國具有兩個或兩個以上的領土單位，而依照該國憲法規(guī)定、各領土單位對本公約所規(guī)定的事項適用不同的法律制度，則該國得在簽字、批準、接受、核準或加入時聲明本公約適用于該國全部領土單位或僅適用于其中的一個或數個領土單位，并且可以隨時提出另一聲明來修改其所做的聲明。

(2)此種聲明應通知保管人，并且明確地說明適用本公約的領土單位。

(3)如果根據按本條做出的聲明，本公約適用于締約國的一個或數個但不是全部領土單位，而且一方當事人的營業(yè)地位于該締約國內，則為本公約的目的，該營業(yè)地除非位于本公約適用的領土單位內，否則視為不在締約國內。

(4)如果締約國沒有按照本條第(1)款做出聲明，則本公約適用于該國所有領土單位。

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.

第九十四條

(1)對屬于本公約范圍的事項具有相同或非常近似的法律規(guī)則的兩個或兩個以上的締約國，可隨時聲明本公約不適用于營業(yè)地在這些締約國內的當事人之間的銷售合同，也不適用于這些合同的訂立。此種聲明可聯合做出，也可以相互單方面聲明的方式做出。

(2)對屬于本公約范圍的事項具有與一個或一個以上非締約國相同或非常近似的法律規(guī)則的締約國，可隨時聲明本公約不適用于營業(yè)地在這些非締約國內的當事人之間的銷售合同，也不適用于這些合同的訂立。

(3)作為根據上一款所做聲明對象的國家如果后來成為締約國，這項聲明從本公約對該新締約國生效之日起，具有根據第(1)款所做聲明的效力，但以該新締約國加入這項聲明，或做出相互單方面聲明為限。

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.

第九十五條

任何國家在交存其批準書、接受書、核準書或加入書時，可聲明它不受本公約第一條第(1)款(b)項的約束。

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.

第九十六條

本國法律規(guī)定銷售合同必須以書面訂立或書面證明的締約國，可以隨時按照第十二條的規(guī)定，聲明本公約第十一條、第二十九條或第二部分準許銷售合同或其更改或根據協議終止，或者任何發(fā)價、接受或其它意旨表示得以書面以外任何形式做出的任何規(guī)定不適用，如果任何一方當事人的營業(yè)地是在該締約國內。

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.

第九十七條

(1)根據本公約規(guī)定在簽字時做出的聲明，須在批準、接受或核準時加以確認。

(2)聲明和聲明的確認，應以書面提出，并應正式通知保管人。

(3)聲明在本公約對有關國家開始生效時同時生效。但是，保管人于此種生效后收到正式通知的聲明，應于保管人收到聲明之日起6個月后的第1個月第1天生效。根據第九十四條規(guī)定做出的相互單方面聲明，應于保管人收到最后一份聲明之日起6個月后的第1個月第1天生效。

(4)根據本公約規(guī)定做出聲明的任何國家可以隨時用書面正式通知保管人撤回該項聲明。此種撤回于保管人收到通知之日起6個月后的第1個月第1天生效。

(5)撤回根據第九十四條做出的聲明，自撤回生效之日起，就會使另一國家根據該條所做的任何相互聲明失效。

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.

第九十八條

除本公約明文許可的保留外，不得作任何保留。

article 98

no reservations are permitted except those expressly authorized in this convention.

第九十九條

(1)在本條第(6)款規(guī)定的條件下，本公約在第十件批準書、接受書、核準書或加入書、包括載有根據第九十二條規(guī)定做出的聲明的文書交存之日起12月后的第1個月第1天生效。

(2)在本條第(6)款規(guī)定的條件下，對于在第10件批準書、接受書、核準書或加入書交存后才批準、接受、核準或加入本公約的國家，本公約在該國交存其批準書、接受書、核準車或加入書之日起12個月后的第1個月第1天對該國生效，但不適用的部分除外。

(3)批準、接受、核準或加入本公約的國家，如果是1964年7月1日海牙簽訂的《關于國際貨物銷售合同的訂立統(tǒng)一法公約》(《1964年海牙訂立合同公約》)和1964年7月1日在海牙簽訂的《關于國際貨物銷售統(tǒng)一法的公約》(《1964年海牙貨物銷售公約》)中一項或兩項公約的締約國。應按情況同時通知荷蘭政府聲明退出《1964年海牙貨物銷售公約》或《1964年海牙訂立合同公約》)或退出該兩公約。

(4)凡為《1964年海牙貨物銷售公約》締約國并批準、接受、核準或加入本公約和根據第九十二條規(guī)定聲明或業(yè)已聲明不受本公約第二部分約束的國家，應于批準、接受、核準或加入時通知荷蘭政府聲明退出《1964年海牙貨物銷售公約》。

(5)凡為《1964年海牙訂立合同公約》締約國并批準、接受、核準或加入本公約和根據第九十二條規(guī)定聲明或業(yè)已聲明不受本公約第三部分約束的國家，應于批準、接受、核準或加入時通知荷蘭政府聲明退出《1964年海牙訂立合同公約》。

(6)為本條的目的，《1964年海牙訂立合同公約》或《1964年海牙貨物銷售公約》的締約國的批準、接受、核準或加入本公約，應在這些國家按照規(guī)定退出該兩公約生效后方始生效。本公約保管人應與1964年兩公約的保管人荷蘭政府進行協商，以確保在這方面進行必要的協調。

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.

第一百條

(1)本公約適用于合同的訂立，只要訂立該合同的建議是在本公約對第一條第(1)款(a)項所指締約國或第一條第(1)款(b)項所指締約國生效之日或其后作出的。

(2)本公約只適用于在它對第一條第(1)款(a)項所指締約國或第一條第(1)款(b)項所指締約國生效之日或其后訂立的合同。

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.

第一百零一條

(1)締約國可以用書面正式通知保管人聲明退出本公約，或本公約第二部分或第三部分。

(2)退出于保管人收到通知12個月后的第1個月第1天起生效。凡通知內訂明一段退出生效的更長時間，則退出于保管人收到通知后該段更長時間滿時起生效。

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.

1980年4月11日訂于維也納，正本1份，其阿拉伯文本、中文本、英文本、法文本、俄文本和西班牙文本都具有同等效力。

下列全權代表，經各自政府正式授權，在本公約上簽字，以資證明。

[post provisions]

[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.

附

締約方: 74個

(a) 聲明和保留。該國在批準或加入公約時根據公約第12條和第96條規(guī)定聲明，公約第11條、第29條或第二部分任何條款，凡準予通過協議形式簽訂銷售合同或進行修改或終止，或以書面形式以外的任何形式提出要約、承諾或表示意向者，概不適用于任何當事方在其各自國家內設有營業(yè)地點的銷售合同。

(b) 加入。

(c) 繼承。

(d) 聲明和保留。加拿大政府在加入時聲明，根據公約第93條，公約同時適用于艾伯塔、不列顛哥倫比亞、馬尼托巴、新不倫瑞克、紐芬蘭、新斯科舍、安大略、愛德華王子島和西北地區(qū)。(加拿大政府在加入時聲明，根據公約第95條，就不列顛哥倫比亞而言，不受公約第1條第1款b項約束。在1992年7月31日收到的一份通知中，加拿大政府撤消了上述聲明。)在1992年4月9日收到的一份聲明中，加拿大政府將該公約的適用范圍擴大到魁北克和薩斯喀徹溫。在1992年6月29日收到的一份通知中，加拿大再將公約適用范圍擴大到育空地區(qū)。在2003年6月18日收到的一份通知中，加拿大又將公約適用范圍擴大到努勒維特地區(qū)。

(e) 聲明和保留。中國政府在認可公約時聲明，它不受第1條第1款(b)項和第11條的約束，也不受公約內與第11條內容有關的規(guī)定的約束。

(f) 批準。

(g) 在繼承公約時，根據1991年6月25日關于克羅地亞共和國的主權和獨立的憲法決定以及1991年10月8日的克羅地亞議會決定，克羅地亞因從南斯拉夫社會主義聯邦共和國繼承克羅地亞的領土而決定自1991年10月8日起將其視為公約締約國，克羅地亞于該日斷絕與南斯拉夫社會主義聯邦共和國的一切憲法和法律關系并繼承其國際義務。

(h) 前捷克斯洛伐克1981年9月1日簽署公約，1990年3月5日交存批準書，公約于1991年4月1日對前捷克斯洛伐克生效。 1993年5月28日和1993年9月30日斯洛伐克共和國和捷克共和國先后分別交存了繼承書，均自其繼承日期1993年1月1日起生效。 (

(i) 聲明和保留。該國聲明不受第1條第1款(b)項的約束。

(j) 聲明和保留。丹麥、芬蘭、挪威和瑞典政府在批準公約時根據第92條第1款的規(guī)定聲明，它們不受公約第二部分(合同的訂立)的約束。丹麥、芬蘭、挪威和瑞典政府在批準公約時根據第94條第1款和第94條第2款聲明，公約不適用于營業(yè)地點設在丹麥、芬蘭、瑞典、冰島或挪威的當事方的銷售合同。在2003年3月12日生效的一份通知中，冰島根據第94條第1款的規(guī)定聲明，公約不適用于營業(yè)地點設在丹麥、芬蘭、冰島、挪威或瑞典的當事方的銷售合同及合同的訂立。

(k) 聲明和保留。2004年3月9日，愛沙尼亞撤銷了腳注a所述在批準時所作保留。

(l) 公約由前德意志民主共和國于1981年8月13日簽署，1989年2月23日批準，1990年3月1日生效。

(m) 聲明和保留。德國政府在批準公約時聲明，對于已經聲明不適用第1條第1款b項的任何國家，德國也不適用第1條第1款b項。

(n) 聲明和保留。匈牙利政府在批準公約時聲明，它認為經濟互助委員會各成員國的組織之間接受交貨的一般條件應受公約第90條規(guī)定的約束。

(o) 接受。

(p) 俄羅斯聯邦自1991年12月24日起接替前蘇維埃社會主義共和國聯盟(蘇聯)繼續(xù)作為聯合國會員國，并自該日起全權負責蘇聯根據《聯合國憲章》和交存秘書長的多邊條約享有的所有權利和承擔的所有義務。

(q) 前南斯拉夫分別于1980年4月11日和1985年3月27日簽署和批準了公約。南斯拉夫聯邦共和國2001年3月12日宣布：

'南斯拉夫聯邦國內共和國經審議[該公約]，自1992年4月27日，即南斯拉夫聯邦共和國承擔其國際關系義務之日，繼承該公約并承諾忠實履行和執(zhí)行其中所載各項規(guī)定。'

? 2010 貿易法委員會

parties: 74

(a) declarations and reservations. this state declared, in accordance with articles 12 and 96 of the convention, that any provision of article 11, article 29 or part ii of the convention that allowed 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, would not apply where any party had his place of business in its territory.

(b) accession.

(c) succession.

(d) declarations and reservations. upon accession, canada declared that, in accordance with article 93 of the convention, the convention would extend to alberta, british columbia, manitoba, new brunswick, newfoundland and labrador, nova scotia, ontario, prince edward island and the northwest territories. (upon accession, canada declared that, in accordance with article 95 of the convention, with respect to british columbia, it will not be bound by article 1, paragraph (b), of the convention. in a notification received on 31 july 1992, canada withdrew that declaration.) in a declaration received on 9 april 1992, canada extended the application of the convention to quebec and saskatchewan. in a notification received on 29 june 1992, canada extended the application of the convention to the yukon territory. in a notification received on 18 june 2003, canada extended the application of the convention to the territory of nunavut.

(e) declarations and reservations. upon approving the convention, the people's republic of china declared that it did not consider itself bound by sub-paragraph (b) of paragraph (1) of article 1 and article 11, nor the provisions in the convention relating to the content of article 11.

(f) approval.

(g) upon succeeding to the convention, croatia has decided, on the basis of the constitutional decision on sovereignty and independence of the republic of croatia of 25 june 1991 and the decision of the croatian parliament of 8 october 1991, and by virtue of succession of the socialist federal republic of yugoslavia in respect of the territory of croatia, to be considered a party to the convention with effect from 8 october 1991, the date on which croatia severed all constitutional and legal connections with the socialist federal republic of yugoslavia and took over its international obligations.

(h) the former czechoslovakia signed the convention on 1 september 1981 and deposited an instrument of ratification on 5 march 1990, with the convention entering into force for the former czechoslovakia on 1 april 1991. on 28 may and 30 september 1993, respectively, slovakia and the czech republic, deposited instruments of succession, with effect from 1 january 1993, the date of succession of both states.

(i) declarations and reservations. this state declared that it would not be bound by paragraph 1 (b) of article 1.

(j) declarations and reservations. upon ratifying the convention, denmark, finland, norway and sweden declared, in accordance with article 92, paragraph 1, that they would not be bound by part ii of the convention ('formation of the contract'). upon ratifying the convention, denmark, finland, norway and sweden declared, pursuant to article 94, paragraph 1 and 94, paragraph 2, that the convention would not apply to contracts of sale where the parties have their places of business in denmark, finland, iceland, sweden or norway. in a notification effected on 12 march 2003, iceland declared, pursuant to article 94, paragraph 1, that the convention would not apply to contracts of sale or to their formation where the parties had their places of business in denmark, finland, iceland, norway or sweden.

(k) declarations and reservations. on 9 march 2004, estonia withdrew the reservation made upon ratification mentioned in footnote (a).

(l) the convention was signed by the former german democratic republic on 13 august 1981 and ratified on 23 february 1989 and entered into force on 1 march 1990.

(m) declarations and reservations. upon ratifying the convention, germany declared that it would not apply article 1, paragraph 1 (b) in respect of any state that had made a declaration that that state would not apply article 1, paragraph 1 (b).

(n) declarations and reservations. upon ratifying the convention, hungary declared that it considered the general conditions of delivery of goods between organizations of the member countries of the council for mutual economic assistance to be subject to the provisions of article 90 of the convention.

(o) acceptance.

(p) the russian federation continues, as from 24 december 1991, the membership of the former union of soviet socialist republics (ussr) in the united nations and maintains, as from that date, full responsibility for all the rights and obligations of the ussr under the charter of the united nations and multilateral treaties deposited with the secretary-general.

(q) the former yugoslavia signed and ratified the convention on 11 april 1980 and 27 march 1985, respectively. on 12 march 2001, the former federal republic of yugoslavia declared the following:

'the government of the federal republic of yugoslavia, having considered [the convention], succeeds to the same and undertakes faithfully to perform and carry out the stipulations therein contained as from april 27, 1992, the date upon which the federal republic of yugoslavia assumed responsibility for its international relations.'

第3篇 聯合國國際貨物銷售合同公約(英文)

united nations convention 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 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

part ii formation of the contract

part iii sale of goods

part iv final provisions

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 partys 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 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 buyers disposal at that place

(c) in other cases - in placing the goods at the buyers 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 buyers 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 sellers 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 sellers 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 sellers 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 buyers 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 sellers 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 buyers 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 buyers 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) of 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 partys 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 partys 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 partys 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 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 t, aking 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.

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.