The UN Convention on

The Contract for International Sale

of Goods

(C I S G)
 CISG- AN OVERVIEW

 The United Nations Convention on Contracts for the

International Sale of Goods (CISG) has been recognized as
the most successful attempt to unify a broad area of
commercial law at the international level.

 The self-executing treaty aims to reduce obstacles to

international trade, particularly those associated with
choice of law issues, by creating even-handed and modern
substantive rules governing the rights and obligations of
parties to international sales contracts.
 CISG- AN OVERVIEW

The CISG is a project of the United Nations Commission

on International Trade Law (UNCITRAL), which in the
early 1970s undertook to create a successor to two
substantive international sales treaties – Convention
relating to a Uniform Law on the Formation of Contracts
for the International Sale of Goods (ULF) and the
Convention relating to a Uniform Law for the
International Sale of Goods (ULIS) – both of which were
sponsored by the International Institute for the
Unification of Private Law (UNIDROIT).

 CISG-PURPOSE AND OUTREACH

 The goal of UNCITRAL was to create a Convention that

would attract increased participation in uniform
international sales rules.

 The CISG entered into force in eleven initial Contracting

States on 1 January 1988, and since that time has steadily
and continuously attracted a diverse group of adherents.
The autonomy of the parties to the international
sales contracts is a fundamental theme of the
Convention.
The parties can, by agreement, derogate from
virtually any CISG rule, or can exclude the
applicability of the CISG entirely in favour of other
laws.
 CISG- APPLICABILITY

When the Convention applies, it does not govern

every issue that can arise from an international sales
contract: for example, issues concerning the validity
of the contract or the effect of the contract on the
property in (ownership of) the goods sold are, as
expressly provided in the CISG, beyond the scope of
the Convention, and are left to the law applicable by
virtue of the rules of private international law
(Article 4).
 CISG- APPLICABILITY

The CISG can be both a discretionary and mandatory set

of rules:
It is discretionary when both parties agree to be bound by
its rules;
 it has mandatory application when the parties do not
choose to use it but become bound to it by virtue of its
automatic application. As a result of the mandatory
application of the CISG, most international sale of goods
contracts with parties in western countries will be subject
to the CISG, unless specifically excluded in accordance
with the CISG’s terms.
 INTERPRETATION

Questions concerning matters governed by the

Convention but that are not expressly addressed
therein are to be settled in conformity with the
general principles of the CISG or, in the absence of
such principles, by reference to the law applicable
under the rules of private international law.
 CISG- SALIENT FEATURES

 Among the many significant provisions of the CISG are those

addressing the following matters:

 – Interpretation of the parties’ agreement;

 – The role of practices established between the parties, and of
international usages;
 – The features, duration and revocability of offers;
 – The manner, timing and effectiveness of acceptances of offers;
 – The effect of attempts to add or change terms in an acceptance;
 – Modifications to international sales contracts;
 – The seller’s obligations with respect to the quality of the goods as well as
the time and place for delivery; 
 – The place and date for payment;
 RIGHTS AND OBLIGATIONS OF THE SELLER AND
THE BUYER

The buyer’s obligations to take delivery, to examine

delivered goods, and to give notice of any claimed lack of
conformity; 

– The buyer’s remedies for breach of contract by the

seller, including rights to demand delivery, to require
repair or replacement of non-conforming goods, to avoid
the contract, to recover damages, and to reduce the price
for non-conforming goods;
– The seller’s remedies for breach of contract by the
buyer, including rights to require the buyer to take
delivery and/or pay the price, to avoid the contract, and
to recover damages;
RIGHTS AND OBLIGATIONS OF THE SELLER AND
THE BUYER

Passing of risk in the goods sold;

– Anticipatory breach of contract;

– Recovery of interest on sums in arrears; 

– Exemption from liability for failure to perform,

including force majeure;
– Obligations to preserve goods that are to be sent or
returned to the other party.
The CISG also includes a provision eliminating
written-form requirements for international sales
contracts within its scope – although the Convention
authorizes Contracting States to reserve out (exclude
themselves) of this provision, and a number have done
so.
The CISG also includes “Final Provisions” addressing
such matters as ratification, acceptance, approval
and accession; the interplay between the CISG and
other overlapping international agreements;
declarations and reservations; entry-into-force dates;
and denunciation of the Convention.
 GENESIS

The Vienna Sales Convention—officially, the

“United Nations Convention on Contracts for the
International Sale of Goods” or, in short, “CISG”—is
an international treaty on the determinative law
governing the international sale of goods. It was
concluded on 11 April 1980 in Vienna.

 GENESIS

The Convention/Contracts for the International

Sale of Goods is an international treaty signed in
1980 in Vienna which came into effect in 1988. ...
For signatory nations, the CISG governs
contracts of the sale of
commercial goods between parties whose places of
business are in different nations
 GENESIS

Date of adoption: 11 April 1980. Entry into force: 1

January 1988. 
Purpose: The purpose of the CISG is to provide a
modern, uniform and fair regime for contracts for
the international sale of goods. Thus,
the CISG contributes significantly to introducing
certainty in commercial exchanges and decreasing
transaction ...
 GENESIS

The CISG was developed by UNCITRAL and signed

in Vienna in 1980
• Went into force in January 1988
As of April 30, 2019, UNCITRAL reports that 91
States have adopted the CISG
From the UNCITRAL website: “The purpose of the
CISG is to provide a modern, uniform and fair
regime for contracts for the international sale of
goods.”
 CISG-SCOPE

The CISG applies to contracts of sale of goods

between parties whose places of business are in
different States and either both of those States are
Contracting States, or the rules of private
international law lead to the law of a Contracting
State.
 …scope

The CISG governs contracts for international sales

only.
The CISG contains a list of types of sales that are
excluded from its application, either because of:
1. The purpose of the sale
2. The nature of the sale
3. The nature of the goods
 …scope

Article 4 of the CISG categorically states that the

subject matter of the CISG is restricted to:

“The formation of the contract of sale and the rights

and obligations of the seller and the buyer arising
from such a contract.”
 …scope

The CISG is not concerned with:

1. The validity of the contract.

2. The effect which the contract may have on the
property in the goods sold.
3. The liability of the seller for death or personal
injury caused by the goods to any person.
 …scope

It is important to define the scope of the CISG as it

will help define the external boundaries of
interpretation of its provisions.

The interpretation of the CISG cannot be applied to

matters on which the CISG is silent.
 ..scope

The CISG allows exporters to avoid choice of

law issues, as the CISG offers "accepted substantive
rules on which contracting parties, courts,
and arbitrators may rely". Unless excluded by
the express terms of a contract, the CISG is deemed
to be incorporated into (and supplant) any otherwise
applicable domestic law(s) with respect to a
transaction in goods between parties from different
Contracting States.
Structure of the
CISG
I.I Sphere of Application
I.II General Provisions
II Formation of the
Contract
III.I General Provisions
III.II Obligations of the
Seller
III.III Obligations of the
Buyer
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the
Seller and of the Buyer
IV Final Provisions
Articles 1-6 answer the basic
question of when the CISG
applies to a transaction
 Art. 1 – Basic Applicability
 Art. 2 – Sales excluded from the CISG
 Art. 3 – Transactions excluded from the
CISG
 Arts. 4-5 – What does the CISG govern?
 Art. 6 – Ability to derogate from the
CSIG (Not an opt IN clause-- opt OUT
clause)
Structure of the Articles 7-13 explain how to
CISG interpret various facts, evidence,
I.I Sphere of Application and the text of the convention
I.II General Provisions  Art. 7 –interpreting the text of the
II Formation of the
convention
Contract  Art. 8 – interpreting statements of the
III.I General Provisions parties
III.II Obligations of the  Art. 9 - Trade Usage
Seller
 Art. 11 – No Writing Requirement*
III.III Obligations of the
Buyer
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the
Seller and of the Buyer
IV Final Provisions
Structure of the
CISG
I.I Sphere of Application
I.II General Provisions
II Formation of the
Contract
III.I General Provisions
III.II Obligations of the
Seller
III.III Obligations of the
Buyer
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the Seller
and of the Buyer
IV Final Provisions
Articles 14-24 answer whether
there is a contract and what it
contains
 Arts. 14-15 – definition of an offer and
when it becomes effective
 Art. 16 – revocation of an offer
 Art. 17 – effect of rejection
 Art. 19 – nonmatching acceptance
 Material alterations = Rejection and
counter offer
 Immaterial alteration = Acceptance
without immediate rejection
Structure of the Art. 25 – what breaches are
CISG fundamental?
I.I Sphere of Application Art. 26 – avoidance (where
I.II General Provisions available) is only effective through
II Formation of the notice to the other party
Contract
III.I General Provisions
Art. 27 – no liability for errors in
III.II Obligations of the transmission of communications
Seller
Art. 29 – Modification of
III.III Obligations of the
Buyer contracts
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the
Seller and of the Buyer
IV Final Provisions
Structure of the Section I. Delivery of the Goods
CISG and Handing Over of Documents
I.I Sphere of Application
 Arts. 31-34
I.II General Provisions Section II. Conformity of the
II Formation of the Goods and Third Party Claims
Contract
 Arts. 35-44
III.I General Provisions
III.II Obligations of the
Section III. Remedies for Breach
Seller
of Contract by the Seller
III.III Obligations of the
Buyer
 Arts. 45-52
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the
Seller and of the Buyer
IV Final Provisions
Structure of the Section I. Payment of the Price
CISG  Arts. 54-59
I.I Sphere of Application Section II. Taking Delivery
I.II General Provisions  Art. 60
II Formation of the Section III. Remedies for Breach
Contract
III.I General Provisions of Contract by the Buyer
III.II Obligations of the
 Arts. 61-65
Seller
III.III Obligations of the
Buyer
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the
Seller and of the Buyer
IV Final Provisions
Structure of the Articles 65-70 explain when the
CISG risk of loss transfers from the
I.I Sphere of Application seller to the buyer in various types
I.II General Provisions of transactions
II Formation of the
Contract
III.I General Provisions
III.II Obligations of the
Seller
III.III Obligations of the
Buyer
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the
Seller and of the Buyer
IV Final Provisions
 Section I. Anticipatory Breach and
Structure of the
CISG Installment Contracts
 Arts. 71-73
I.I Sphere of Application
Section II. Damages
I.II General Provisions
II Formation of the
 Arts. 74-77
Contract Section III. Interest
III.I General Provisions
Section IV. Exemptions
III.II Obligations of the
Seller  Arts. 79-80
III.III Obligations of the Section V. Effects of Avoidance
Buyer
III.IV Passing of Risk  Arts. 81-84
III.V Provisions Common Section VI. Preservation of the
to Obligations of the
Seller and of the Buyer Goods
IV Final Provisions  Arts. 85-88
Structure of the Articles 95-98 govern what nation
CISG reservations are permitted within
I.I Sphere of Application the convention
I.II General Provisions Art. 95 – Reserving nations will
II Formation of the not be bound by Art. 1(1)(b)
Contract
III.I General Provisions
Art. 96 –Reserving nations can
III.II Obligations of the choose to have a writing
Seller
requirement when they have such
III.III Obligations of the
Buyer a domestic requirement
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the
Seller and of the Buyer
IV Final Provisions
 No special tribunals were created
LEGAL for the CISG; it is applied and
REDRESSAL interpreted by the national courts
and arbitration panels that have
jurisdiction in disputes over
transactions governed by the
Convention. To achieve its
fundamental purpose of providing
uniform rules for international
sales, the Convention itself
requires that it be interpreted
with a view to maintaining its
international character and
uniformity.
To that end, special research
resources, often consisting of
databases available free of charge
through the Internet, provide access
to materials designed to foster
uniform international
understanding of the rules of the
CISG. These resources, including
several developed and maintained by
UNCITRAL in the six official
languages of the United Nations,
allow access to court and arbitral
decisions applying the CISG from
around the world.
 Several other UNCITRAL projects
are designed to work in tandem with
the CISG. For example, the United
commentary Nations Convention on the
Limitation Period in the
International Sale of Goods contains
rules governing the limitation period
for claims arising under
international sales contracts. The
Limitations Convention was
originally promulgated in 1974, but
was amended in 1980 by a Protocol
adopted by the Diplomatic
Conference that approved the CISG
in order to harmonize the two
Conventions.
 The Convention on International
Sale of Goods (CISG) is arguably
commentary one of the most successful
international conventions in
terms of the number of countries
that have ratified it. Most of the
leading trading countries,
common law and civil law alike
have adopted the convention with
the exceptions of UK and India.
 Uniform application of the CISG
is problematic because of the
criticism reluctance of courts to use
"solutions adopted on the same
point by courts in other
countries", resulting in
inconsistent decisions.
 CISG advocates are also concerned
that the natural inclination of judges
criticism is to interpret the CISG using the
methods familiar to them from their
own State

Critics of the multiple language

versions of the CISG assert it is
inevitable that versions will not be
totally consistent because of
translation errors and the
untranslatability of 'subtle nuances'
of language.
 Other criticisms of the
Convention are that it is
criticism incomplete, there is no
mechanism for updating the
provisions, and no international
panel to resolve interpretation
issues.
For example, the CISG does not
govern the validity of the contract,
nor does it consider electronic
contracts.
 However, legal matters relating to
the use of electronic
communications in relation to
Brighter side contracts for international sale of
goods have been eventually dealt
with in a comprehensive manner in
the  “United Nations Convention on
the Use of Electronic
Communications in International
Contracts”.
Moreover, it is not to be forgotten
that the CISG is complemented by
the  “Convention on the Limitation
Period in the International Sale of
Goods”, with respect to the
limitation of actions due to passage
of time.
 Guidelines for Analysis

Does the CISG apply? (Article 1)

Is there a contract? Offer (Art. 14) Acceptance (Art. 18)
What did the parties intend to do? (Art. 8)
Was there any trade usage or course of dealings? (Art. 9)
Was there a breach of contract? Was it fundamental?
(Art. 25)
Was there a modification? (Art. 29)
What are the seller’s obligations? (Art. 30)
What is the standard for non-conformity? (Art. 35)
Is there a Choice of Law Clause? If so- what does it say?
 International Uniformity

“… a modern, uniform and fair regime” (UNCITRAL

website)
Adds significantly to the certainty and predictability
of international sales contracts
When interpreting the CISG, a party must interpret
it with the idea of uniformity in mind
 How to Research CISG issues
Online Resources
 Electronic Library on
International Commercial Law
and the CISG (Pace University)
 Database old CISG decisions
sorted by Year, by Issue, and by
Forum
 Thesaurus of issues
 CISG Full Text
 2012 UNCITRAL Digest on
Case Law
Print Resources
 Schlechtriem & Schwenzer
Commentary on the CISG
 Honnold & Flechtner Uniform
Law of International Sales
Under the CISG
 Kroll/Mistelis/Viscasillas
Commentary on the CISG