Victorian Consolidated Legislation

Sale of Goods (Vienna Convention) Act 1987 - SCHEDULE 1

S. 3

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 AGREED as follows: PART I SPHERE OF
APPLICATION AND GENERAL PROVISIONS Chapter I SPHERE OF APPLICATION Article 1

(1) This Convention applies to contracts of sale of goods between parties
whose places of business are in different States-

   (a)  when the States are Contracting States; or

   (b)  when the rules of private international law lead to the application of
        the law of a Contracting State.

(2) The fact that the parties have their places of business in different
States is to be disregarded whenever this fact does not appear either from the
contract or from any dealings between, or from information disclosed by, the
parties at any time before or at the conclusion of the contract.

(3) Neither the nationality of the parties nor the civil or commercial
character of the parties or of the contract is to be taken into consideration
in determining the application of this Convention. Article 2 This Convention
does not apply to sales-

   (a)  of goods bought for personal, family or household use, unless the
        seller, at any time before or at the conclusion of the contract,
        neither knew nor ought to have known that the goods were bought for
        any such use;

   (b)  by auction;

   (c)  on execution or otherwise by authority of law;

   (d)  of stocks, shares, investment securities, negotiable instruments or
        money;

   (e)  of ships, vessels, hovercraft or aircraft;

   (f)  of electricity. Article 3

(1) Contracts for the supply of goods to be manufactured or produced are to be
considered sales unless the party who orders the goods undertakes to supply a
substantial part of the materials necessary for such manufacture or
production.

(2) This Convention does not apply to contracts in which the preponderant part
of the obligations of the party who furnishes the goods consists in the supply
of labour or other services. Article 4
This Convention governs only the formation of the contract of sale and the
rights and obligations of the seller and the buyer arising from such a
contract. In particular, except as otherwise expressly provided in this
Convention, it is not concerned with-

   (a)  the validity of the contract or of any of its provisions or of any
        usage;

   (b)  the effect which the contract may have on the property in the goods
        sold. Article 5 This Convention does not apply to the liability of the
        seller for death or personal injury caused by the goods to any person.
        Article 6
The parties may exclude the application of this Convention or, subject to
article 12, derogate from or vary the effect of any of its provisions. Chapter
II GENERAL PROVISIONS Article 7

(1) In the interpretation of this Convention, regard is to be had to its
international character and to the need to promote uniformity in its
application and the observance of good faith in international trade.

(2) Questions concerning matters governed by this Convention which are not
expressly settled in it are to be settled in conformity with the general
principles on which it is based or, in the absence of such principles, in
conformity with the law applicable by virtue of the rules of private
international law. Article 8

(1) For the purposes of this Convention statements made by and other conduct
of a party are to be interpreted according to his intent where the other party
knew or could not have been unaware what that intent was.

(2) If the preceding paragraph is not applicable, statements made by and other
conduct of a party are to be interpreted according to the understanding that a
reasonable person of the same kind as the other party would have had in the
same circumstances.

(3) In determining the intent of a party or the understanding a reasonable
person would have had, due consideration is to be given to all relevant
circumstances of the case including the negotiations, any practices which the
parties have established between themselves, usages and any subsequent conduct
of the parties. Article 9

(1) The parties are bound by any usage to which they have agreed and by any
practices which they have established between themselves.

(2) The parties are considered, unless otherwise agreed, to have impliedly
made applicable to their contract or its formation a usage of which the
parties knew or ought to have known and which in international trade is widely
known to, and regularly observed by, parties to contracts of the type involved
in the particular trade concerned. Article 10
For the purposes of this Convention-

   (a)  if a party has more than one place of business, the place of business
        is that which has the closest relationship to the contract and its
        performance, having regard to the circumstances known to or
        contemplated by the parties at any time before or at the conclusion of
        the contract;

   (b)  if a party does not have a place of business, reference is to be made
        to his habitual residence. Article 11
A contract of sale need not be concluded in or evidenced by writing and is not
subject to any other requirements as to form. It may be proved by any means,
including witnesses. Article 12
Any provision of article 11, article 29 or Part II of this Convention that
allows a contract of sale or its modification or termination by agreement or
any offer, acceptance or other indication of intention to be made in any form
other than in writing does not apply where any party has his place of business
in a Contracting State which has made a declaration under article 96 of this
Convention. The parties may not derogate from or vary the effect of this
article.

Article 13
For the purposes of this Convention "writing" includes telegram and telex.
PART II FORMATION OF THE CONTRACT Article 14

(1) A proposal for concluding a contract addressed to one or more specific
persons constitutes an offer if it is sufficiently definite and indicates the
intention of the offeror to be bound in case of acceptance. A proposal is
sufficiently definite if it indicates the goods and expressly or implicitly
fixes or makes provision for determining the quantity and the price.

(2) A proposal other than one addressed to one or more specific persons is to
be considered merely as an invitation to make offers, unless the contrary is
clearly indicated by the person making the proposal. Article 15

(1) An offer becomes effective when it reaches the offeree.

(2) An offer, even if it is irrevocable, may be withdrawn if the withdrawal
reaches the offeree before or at the same time as the offer. Article 16

(1) Until a contract is concluded an offer may be revoked if the revocation
reaches the offeree before he has dispatched an acceptance.

(2) However, an offer cannot be revoked-

   (a)  if it indicates, whether by stating a fixed time for acceptance or
        otherwise, that it is irrevocable; or

   (b)  if it was reasonable for the offeree to rely on the offer as being
        irrevocable and the offeree has acted in reliance on the offer.

Article 17
An offer, even if it is irrevocable, is terminated when a rejection reaches
the offeror. Article 18

(1) A statement made by or other conduct of the offeree indicating assent to
an offer is an acceptance. Silence or inactivity does not in itself amount to
acceptance.

(2) An acceptance of an offer becomes effective at the moment the indication
of assent reaches the offeror. An acceptance is not effective if the
indication of assent does not reach the offeror within the time he has fixed
or, if no time is fixed, within a reasonable time, due account being taken of
the circumstances of the transaction, including the rapidity of the means of
communication employed by the offeror. An oral offer must be accepted
immediately unless the circumstances indicate otherwise.

(3) However, if, by virtue of the offer or as a result of practices which the
parties have established between themselves or of usage, the offeree may
indicate assent by performing an act, such as one relating to the dispatch of
the goods or payment of the price, without notice to the offeror, the
acceptance is effective at the moment the act is performed, provided that the
act is performed within the period of time laid down in the preceding
paragraph. Article 19

(1) A reply to an offer which purports to be an acceptance but contains
additions, limitations or other modifications is a rejection of the offer and
constitutes a counter-offer.

(2) However, a reply to an offer which purports to be an acceptance but
contains additional or different terms which do not materially alter the terms
of the offer constitutes an acceptance, unless the offeror, without undue
delay, objects orally to the discrepancy or dispatches a notice to that
effect. If he does not so object, the terms of the contract are the terms of
the offer with the modifications contained in the acceptance.

(3) Additional or different terms relating, among other things, to the price,
payment, quality and quantity of the goods, place and time of delivery, extent
of one party's liability to the other or the settlement of disputes are
considered to alter the terms of the offer materially. Article 20

(1) A period of time for acceptance fixed by the offeror in a telegram or a
letter begins to run from the moment the telegram is handed in for dispatch or
from the date shown on the letter or, if no such date is shown, from the date
shown on the envelope. A period of time for acceptance fixed by the offeror by
telephone, telex or other means of instantaneous communication, begins to run
from the moment that the offer reaches the offeree.

(2) Official holidays or non-business days occurring during the period for
acceptance are included in calculating the period. However, if a notice of
acceptance cannot be delivered at the address of the offeror on the last day
of the period because that day falls on an official holiday or a non-business
day at the place of business of the offeror, the period is extended until the
first business day which follows. Article 21

(1) A late acceptance is nevertheless effective as an acceptance if without
delay the offeror orally so informs the offeree or dispatches a notice to that
effect.

(2) If a letter or other writing containing a late acceptance shows that it
has been sent in such circumstances that if its transmission had been normal
it would have reached the offeror in due time, the late acceptance is
effective as an acceptance unless, without delay, the offeror orally informs
the offeree that he considers his offer as having lapsed or dispatches a
notice to that effect. Article 22
An acceptance may be withdrawn if the withdrawal reaches the offeror before or
at the same time as the acceptance would have become effective.

Article 23
A contract is concluded at the moment when an acceptance of an offer becomes
effective in accordance with the provisions of this Convention. Article 24
For the purposes of this Part of the Convention, an offer, declaration of
acceptance or any other indication of intention "reaches" the addressee when
it is made orally to him or delivered by any other means to him personally, to
his place of business or mailing address or, if he does not have a place of
business or mailing address, to his habitual residence. PART III SALE OF GOODS
Chapter I GENERAL PROVISIONS Article 25
A breach of contract committed by one of the parties is fundamental if it
results in such detriment to the other party as substantially to deprive him
of what he is entitled to expect under the contract, unless the party in
breach did not foresee and a reasonable person of the same kind in the same
circumstances would not have foreseen such a result. Article 26
A declaration of avoidance of the contract is effective only if made by notice
to the other party. Article 27
Unless otherwise expressly provided in this Part of the Convention, if any
notice, request or other communication is given or made by a party in
accordance with this Part and by means appropriate in the circumstances, a
delay or error in the transmission of the communication or its failure to
arrive does not deprive that party of the right to rely on the communication.
Article 28
If, in accordance with the provisions of this Convention, one party is
entitled to require performance of any obligation by the other party, a court
is not bound to enter a judgement for specific performance unless the court
would do so under its own law in respect of similar contracts of sale not
governed by this Convention. Article 29

(1) A contract may be modified or terminated by the mere agreement of the
parties.

(2) A contract in writing which contains a provision requiring any
modification or termination by agreement to be in writing may not be otherwise
modified or terminated by agreement. However, a party may be precluded by his
conduct from asserting such a provision to the extent that the other party has
relied on that conduct. Chapter II OBLIGATIONS OF THE SELLER Article 30
The seller must deliver the goods, hand over any documents relating to them
and transfer the property in the goods, as required by the contract and this
Convention. Section I-Delivery of 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 sub-paragraph, the contract
        relates to specific goods, or unidentified goods to be drawn from a
        specific stock or to be manufactured or produced, and at the time of
        the conclusion of the contract the parties knew that the goods were
        at, or were to be manufactured or produced at, a particular place-in
        placing the goods at the buyer's disposal at that place;

   (c)  in other cases-in placing the goods at the buyer's disposal at the
        place where the seller had his place of business at the time of the
        conclusion of the contract. Article 32

(1) If the seller, in accordance with the contract or this Convention, hands
the goods over to a carrier and if the goods are not clearly identified to the
contract by markings on the goods, by shipping documents or otherwise, the
seller must give the buyer notice of the consignment specifying the goods.

(2) If the seller is bound to arrange for carriage of the goods, he must make
such contracts as are necessary for carriage to the place fixed by means of
transportation appropriate in the circumstances and according to the usual
terms for such transportation.

(3) If the seller is not bound to effect insurance in respect of the carriage
of the goods, he must, at the buyer's request, provide him with all available
information necessary to enable him to effect such insurance. Article 33
The seller must deliver the goods-

   (a)  if a date is fixed by or determinable from the contract, on that date;

   (b)  if a period of time is fixed by or determinable from the contract, at
        any time within that period unless circumstances indicate that the
        buyer is to choose a date; or

   (c)  in any other case, within a reasonable time after the conclusion of
        the contract. Article 34
If the seller is bound to hand over documents relating to the goods, he must
hand them over at the time and place and in the form required by the contract.
If the seller has handed over documents before that time, he may, up to that
time, cure any lack of conformity in the documents, if the exercise of this
right does not cause the buyer unreasonable inconvenience or unreasonable
expense. However, the buyer retains any right to claim damages as provided for
in this Convention. Section II-Conformity of the goods and third party claims
Article 35

(1) The seller must deliver goods which are of the quantity, quality and
description required by the contract and which are contained or packaged in
the manner required by the contract.

(2) Except where the parties have agreed otherwise, the goods do not conform
with the contract unless they-

   (a)  are fit for the purposes for which goods of the same description would
        ordinarily be used;

   (b)  are fit for any particular purpose expressly or impliedly made known
        to the seller at the time of the conclusion of the contract, except
        where the circumstances show that the buyer did not rely, or that it
        was unreasonable for him to rely, on the seller's skill and judgement;

   (c)  possess the qualities of goods which the seller has held out to the
        buyer as a sample or model;

   (d)  are contained or packaged in the manner usual for such goods or, where
        there is no such manner, in a manner adequate to preserve and protect
        the goods.

(3) The seller is not liable under sub-paragraphs (a) to (d) of the preceding
paragraph for any lack of conformity of the goods if at the time of the
conclusion of the contract the buyer knew or could not have been unaware of
such lack of conformity. Article 36

(1) The seller is liable in accordance with the contract and this Convention
for any lack of conformity which exists at the time when the risk passes to
the buyer, even though the lack of conformity becomes apparent only after that
time.

(2) The seller is also liable for any lack of conformity which occurs after
the time indicated in the preceding paragraph and which is due to a breach of
any of his obligations, including a breach of any guarantee that for a period
of time the goods will remain fit for their ordinary purpose or for some
particular purpose or will retain specified qualities or characteristics.
Article 37
If the seller has delivered goods before the date for delivery, he may, up to
that date, deliver any missing part or make up any deficiency in the quantity
of the goods delivered, or deliver goods in replacement of any non-conforming
goods delivered or remedy any lack of conformity in the goods delivered,
provided that the exercise of this right does not cause the buyer unreasonable
inconvenience or unreasonable expense. However, the buyer retains any right to
claim damages as provided for in this Convention. Article 38

(1) The buyer must examine the goods, or cause them to be examined, within as
short a period as is practicable in the circumstances.

(2) If the contract involves carriage of the goods, examination may be
deferred until after the goods have arrived at their destination.

(3) If the goods are redirected in transit or redispatched by the buyer
without a reasonable opportunity for examination by him and at the time of the
conclusion of the contract the seller knew or ought to have known of the
possibility of such redirection or redispatch, examination may be deferred
until after the goods have arrived at the new destination. Article 39

(1) The buyer loses the right to rely on a lack of conformity of the goods if
he does not give notice to the seller specifying the nature of the lack of
conformity within a reasonable time after he has discovered it or ought to
have discovered it.

(2) In any event, the buyer loses the right to rely on a lack of conformity of
the goods if he does not give the seller notice thereof at the latest within a
period of two years from the date on which the goods were actually handed over
to the buyer, unless this time-limit is inconsistent with a contractual period
of guarantee.

Article 40
The seller is not entitled to rely on the provisions of articles 38 and 39 if
the lack of conformity relates to facts of which he knew or could not have
been unaware and which he did not disclose to the buyer. Article 41
The seller must deliver goods which are free from any right or claim of a
third party, unless the buyer agreed to take the goods subject to that right
or claim. However, if such right or claim is based on industrial property or
other intellectual property, the seller's obligation is governed by article
42. Article 42

(1) The seller must deliver goods which are free from any right or claim of a
third party based on industrial property or other intellectual property, of
which at the time of the conclusion of the contract the seller knew or could
not have been unaware, provided that the right or claim is based on industrial
property or other intellectual property-

   (a)  under the law of the State where the goods will be resold or otherwise
        used, if it was contemplated by the parties at the time of the
        conclusion of the contract that the goods would be resold or otherwise
        used in that State; or

   (b)  in any other case, under the law of the State where the buyer has his
        place of business.

(2) The obligation of the seller under the preceding paragraph does not extend
to cases where-

   (a)  at the time of the conclusion of the contract the buyer knew or could
        not have been unaware of the right or claim; or

   (b)  the right or claim results from the seller's compliance with technical
        drawings, designs, formulae or other such specifications furnished by
        the buyer.



Article 43

(1) The buyer loses the right to rely on the provisions of article 41 or
article 42 if he does not give notice to the seller specifying the nature of
the right or claim of the third party within a reasonable time after he has
become aware or ought to have become aware of the right or claim.

(2) The seller is not entitled to rely on the provisions of the preceding
paragraph if he knew of the right or claim of the third party and the nature
of it. Article 44
Notwithstanding the provisions of paragraph (1) of article 39 and paragraph
(1) of article 43, the buyer may reduce the price in accordance with article
50 or claim damages, except for loss of profit, if he has a reasonable excuse
for his failure to give the required notice. Section III-Remedies for breach
of contract by the seller Article 45

(1) If the seller fails to perform any of his obligations under the contract
or this Convention, the buyer may-

   (a)  exercise the rights provided in articles 46 to 52;

   (b)  claim damages as provided in articles 74 to 77.

(2) The buyer is not deprived of any right he may have to claim damages by
exercising his right to other remedies.

(3) No period of grace may be granted to the seller by a court or arbitral
tribunal when the buyer resorts to a remedy for breach of contract. Article 46

(1) The buyer may require performance by the seller of his obligations unless
the buyer has resorted to a remedy which is inconsistent with this
requirement.

(2) If the goods do not conform with the contract, the buyer may require
delivery of substitute goods only if the lack of conformity constitutes a
fundamental breach of contract and a request for substitute goods is made
either in conjunction with notice given under article 39 or within a
reasonable time thereafter.

(3) If the goods do not conform with the contract, the buyer may require the
seller to remedy the lack of conformity by repair, unless this is unreasonable
having regard to all the circumstances. A request for repair must be made
either in conjunction with notice given under article 39 or within a
reasonable time thereafter. Article 47

(1) The buyer may fix an additional period of time of reasonable length for
performance by the seller of his obligations.

(2) Unless the buyer has received notice from the seller that he will not
perform within the period so fixed, the buyer may not, during that period,
resort to any remedy for breach of contract. However, the buyer is not
deprived thereby of any right he may have to claim damages for delay in
performance. Article 48

(1) Subject to article 49, the seller may, even after the date for delivery,
remedy at his own expense any failure to perform his obligations, if he can do
so without unreasonable delay and without causing the buyer unreasonable
inconvenience or uncertainty of reimbursement by the seller of expenses
advanced by the buyer. However, the buyer retains any right to claim damages
as provided for in this Convention.

(2) If the seller requests the buyer to make known whether he will accept
performance and the buyer does not comply with the request within a reasonable
time, the seller may perform within the time indicated in his request. The
buyer may not, during that period of time, resort to any remedy which is
inconsistent with performance by the seller.

(3) A notice by the seller that he will perform within a specified period of
time is assumed to include a request, under the preceding paragraph, that the
buyer make known his decision.

(4) A request or notice by the seller under paragraph (2) or (3) of this
article is not effective unless received by the buyer.

Article 49

(1) The buyer may declare the contract avoided-

   (a)  if the failure by the seller to perform any of his obligations under
        the contract or this Convention amounts to a fundamental breach of
        contract; or

   (b)  in case of non-delivery, if the seller does not deliver the goods
        within the additional period of time fixed by the buyer in accordance
        with paragraph (1) of article 47 or declares that he will not deliver
        within the period so fixed.

(2) However, in cases where the seller has delivered the goods, the buyer
loses the right to declare the contract avoided unless he does so-

   (a)  in respect of late delivery, within a reasonable time after he has
        become aware that delivery has been made;

   (b)  in respect of any breach other than late delivery, within a reasonable
        time-

   (i)  after he knew or ought to have known of the breach;

   (ii) after the expiration of any additional period of time fixed by the
        buyer in accordance with paragraph (1) of article 47, or after the
        seller has declared that he will not perform his obligations within
        such an additional period; or

   (iii) after the expiration of any additional period of time indicated by
        the seller in accordance with paragraph (2) of article 48, or after
        the buyer has declared that he will not accept performance. Article 50
If the goods do not conform with the contract and whether or not the price has
already been paid, the buyer may reduce the price in the same proportion as
the value that the goods actually delivered had at the time of the delivery
bears to the value that conforming goods would have had at that time. However,
if the seller remedies any failure to perform his obligations in accordance
with article 37 or article 48 or if the buyer refuses to accept performance by
the seller in accordance with those articles, the buyer may not reduce the
price. Article 51

(1) If the seller delivers only a part of the goods or if only a part of the
goods delivered is in conformity with the contract, articles 46 to 50 apply in
respect of the part which is missing or which does not conform.

(2) The buyer may declare the contract avoided in its entirety only if the
failure to make delivery completely or in conformity with the contract amounts
to a fundamental breach of the contract. Article 52

(1) If the seller delivers the goods before the date fixed, the buyer may take
delivery or refuse to take delivery.

(2) If the seller delivers a quantity of goods greater than that provided for
in the contract, the buyer may take delivery or refuse to take delivery of the
excess quantity. If the buyer takes delivery of all or part of the excess
quantity, he must pay for it at the contract rate. Chapter III OBLIGATIONS OF
THE BUYER Article 53
The buyer must pay the price for the goods and take delivery of them as
required by the contract and this Convention. Section I-Payment of the price
Article 54
The buyer's obligation to pay the price includes taking such steps and
complying with such formalities as may be required under the contract or any
laws and regulations to enable payment to be made.



Article 55
Where a contract has been validly concluded but does not expressly or
implicitly fix or make provision for determining the price, the parties are
considered, in the absence of any indication to the contrary, to have
impliedly made reference to the price generally charged at the time of the
conclusion of the contract for such goods sold under comparable circumstances
in the trade concerned. Article 56
If the price is fixed according to the weight of the goods, in case of doubt
it is to be determined by the net weight. Article 57

(1) If the buyer is not bound to pay the price at any other particular place,
he must pay it to the seller-

   (a)  at the seller's place of business; or

   (b)  if the payment is to be made against the handing over of the goods or
        of documents, at the place where the handing over takes place.

(2) The seller must bear any increase in the expenses incidental to payment
which is caused by a change in his place of business subsequent to the
conclusion of the contract. Article 58

(1) If the buyer is not bound to pay the price at any other specific time, he
must pay it when the seller places either the goods or documents controlling
their disposition at the buyer's disposal in accordance with the contract and
this Convention. The seller may make such payment a condition for handing over
the goods or documents.

(2) If the contract involves carriage of the goods, the seller may dispatch
the goods on terms whereby the goods, or documents controlling their
disposition, will not be handed over to the buyer except against payment of
the price.

(3) The buyer is not bound to pay the price until he has had an opportunity to
examine the goods, unless the procedures for delivery or payment agreed upon
by the parties are inconsistent with his having such an opportunity. Article
59
The buyer must pay the price on the date fixed by or determinable from the
contract and this Convention without the need for any request or compliance
with any formality on the part of the seller. Section II-Taking delivery
Article 60
The buyer's obligation to take delivery consists-

   (a)  in doing all the acts which could reasonably be expected of him in
        order to enable the seller to make delivery; and

   (b)  in taking over the goods. Section III-Remedies for breach of contract
        by the buyer Article 61

(1) If the buyer fails to perform any of his obligations under the contract or
this Convention, the seller may-

   (a)  exercise the rights provided in articles 62 to 65;

   (b)  claim damages as provided in articles 74 to 77.

(2) The seller is not deprived of any right he may have to claim damages by
exercising his right to other remedies.

(3) No period of grace may be granted to the buyer by a court or arbitral
tribunal when the seller resorts to a remedy for breach of contract. Article
62
The seller may require the buyer to pay the price, take delivery or perform
his other obligations, unless the seller has resorted to a remedy which is
inconsistent with this requirement. Article 63

(1) The seller may fix an additional period of time of reasonable length for
performance by the buyer of his obligations.

(2) Unless the seller has received notice from the buyer that he will not
perform within the period so fixed, the seller may not, during that period,
resort to any remedy for breach of contract. However, the seller is not
deprived thereby of any right he may have to claim damages for delay in
performance. Article 64

(1) The seller may declare the contract avoided-

   (a)  if the failure by the buyer to perform any of his obligations under
        the contract or this Convention amounts to a fundamental breach of
        contract; or

   (b)  if the buyer does not, within the additional period of time fixed by
        the seller in accordance with paragraph (1) of article 63, perform his
        obligation to pay the price or take delivery of the goods, or if he
        declares that he will not do so within the period so fixed.

(2) However, in cases where the buyer has paid the price, the seller loses the
right to declare the contract avoided unless he does so-

   (a)  in respect of late performance by the buyer, before the seller has
        become aware that performance has been rendered; or

   (b)  in respect of any breach other than late performance by the buyer,
        within a reasonable time-

   (i)  after the seller knew or ought to have known of the breach; or

   (ii) after the expiration of any additional period of time fixed by the
        seller in accordance with paragraph (1) 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 party's failure to perform any of his obligations in respect of any
instalment gives the other party good grounds to conclude that a fundamental
breach of contract will occur with respect to future instalments, he may
declare the contract avoided for the future, provided that he does so within a
reasonable time.

(3) A buyer who declares the contract avoided in respect of any delivery may,
at the same time, declare it avoided in respect of deliveries already made or
of future deliveries if, by reason of their interdependence, those deliveries
could not be used for the purpose contemplated by the parties at the time of
the conclusion of the contract. Section II-Damages Article 74
Damages for breach of contract by one party consist of a sum equal to the
loss, including loss of profit, suffered by the other party as a consequence
of the breach. Such damages may not exceed the loss which the party in breach
foresaw or ought to have foreseen at the time of the conclusion of the
contract, in the light of the facts and matters of which he then knew or ought
to have known, as a possible consequence of the breach of contract. Article 75
If the contract is avoided and if, in a reasonable manner and within a
reasonable time after avoidance, the buyer has bought goods in replacement or
the seller has resold the goods, the party claiming damages may recover the
difference between the contract price and the price in the substitute
transaction as well as any further damages recoverable under article 74.
Article 76

(1) If the contract is avoided and there is a current price for the goods, the
party claiming damages may, if he has not made a purchase or resale under
article 75, recover the difference between the price fixed by the contract and
the current price at the time of avoidance as well as any further damages
recoverable under article 74. If, however, the party claiming damages has
avoided the contract after taking over the goods, the current price at the
time of such taking over shall be applied instead of the current price at the
time of avoidance.



(2) For the purposes of the preceding paragraph, the current price is the
price prevailing at the place where delivery of the goods should have been
made or, if there is no current price at that place, the price at such other
place as serves as a reasonable substitute, making due allowance for
differences in the cost of transporting the goods. Article 77
A party who relies on a breach of contract must take such measures as are
reasonable in the circumstances to mitigate the loss, including loss of
profit, resulting from the breach. If he fails to take such measures, the
party in breach may claim a reduction in the damages in the amount by which
the loss should have been mitigated. Section III-Interest Article 78
If a party fails to pay the price or any other sum that is in arrears, the
other party is entitled to interest on it, without prejudice to any claim for
damages recoverable under article 74. Section IV-Exemptions Article 79

(1) A party is not liable for a failure to perform any of his obligations if
he proves that the failure was due to an impediment beyond his control and
that he could not reasonably be expected to have taken the impediment into
account at the time of the conclusion of the contract or to have avoided or
overcome it or its consequences.

(2) If the party's failure is due to the failure by a third person who 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)  that person whom he has so engaged would be so exempt if the
        provisions of that paragraph were applied to him.

(3) The exemption provided by this article has effect for the period during
which the impediment exists.

(4) The party who fails to perform must give notice to the other party of the
impediment and its effect on his ability to perform. If the notice is not
received by the other party within a reasonable time after the party who fails
to perform knew or ought to have known of the impediment, he is liable for
damages resulting from such non-receipt.

(5) Nothing in this article prevents either party from exercising any right
other than to claim damages under this Convention. Article 80
A party may not rely on a failure of the other party to perform, to the extent
that such failure was caused by the first party's act or omission. Section
V-Effects of avoidance Article 81

(1) Avoidance of the contract releases both parties from their obligations
under it, subject to any damages which may be due. Avoidance does not affect
any provision of the contract for the settlement of disputes or any other
provision of the contract governing the rights and obligations of the parties
consequent upon the avoidance of the contract.

(2) A party who has performed the contract either wholly or in part may claim
restitution from the other party of whatever the first party has supplied or
paid under the contract. If both parties are bound to make restitution, they
must do so concurrently. Article 82

(1) The buyer loses the right to declare the contract avoided or to require
the seller to deliver substitute goods if it is impossible for him to make
restitution of the goods substantially in the condition in which he received
them.

(2) The preceding paragraph does not apply-

   (a)  if the impossibility of making restitution of the goods or of making
        restitution of the goods substantially in the condition in which the
        buyer received them is not due to his act or omission;

   (b)  if the goods or part of the goods have perished or deteriorated as a
        result of the examination provided for in article 38; or

   (c)  if the goods or part of the goods have been sold in the normal course
        of business or have been consumed or transformed by the buyer in the
        course 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 taking them
back or in paying the price or the cost of preservation, provided that
reasonable notice of the intention to sell has been given to the other party.

(2) If the goods are subject to rapid deterioration or their preservation
would involve unreasonable expense, a party who is bound to preserve the goods
in accordance with article 85 or 86 must take reasonable measures to sell
them. To the extent possible he must give notice to the other party of his
intention to sell.

(3) A party selling the goods has the right to retain out of the proceeds of
sale an amount equal to the reasonable expenses of preserving the goods and of
selling them. He must account to the other party for the balance. PART IV
FINAL PROVISIONS Article 89
The Secretary-General of the United Nations is hereby designated as the
depositary for this Convention. Article 90
This Convention does not prevail over any international agreement which has
already been or may be entered into and which contains provisions concerning
the matters governed by this Convention, provided that the parties have their
places of business in States parties to such agreement. Article 91

(1) This Convention is open for signature at the concluding meeting of the
United Nations Conference on Contracts for the International Sale of Goods and
will remain open for signature by all States at the Headquarters of the United
Nations, New York until 30 September 1981.

(2) This Convention is subject to ratification, acceptance or approval by the
signatory States.

(3) This Convention is open for accession by all States which are not
signatory States as from the date it is open for signature.

(4) Instruments of ratification, acceptance, approval and accession are to be
deposited with the Secretary-General of the United Nations. Article 92

(1) A Contracting State may declare at the time of signature, ratification,
acceptance, approval or accession that it will not be bound by Part II of this
Convention or that it will not be bound by Part III of this Convention.

(2) A Contracting State which makes a declaration in accordance with the
preceding paragraph in respect of Part II or Part III of this Convention is
not to be considered a Contracting State within paragraph (1) of article 1 of
this Convention in respect of matters governed by the Part to which the
declaration applies. Article 93

(1) If a Contracting State has two or more territorial units in which,
according to its constitution, different systems of law are applicable in
relation to the matters dealt with in this Convention, it may, at the time of
signature, ratification, acceptance, approval or accession, declare that this
Convention is to extend to all its territorial units or only to one or more of
them, and may amend its declaration by submitting another declaration at any
time.

(2) These declarations are to be notified to the depositary and are to state
expressly the territorial units to which the Convention extends.

(3) If, by virtue of a declaration under this article, this Convention extends
to one or more but not all of the territorial units of a contracting State,
and if the place of business of a party is located in that State, this place
of business, for the purposes of this Convention, is considered not to be in a
Contracting State, unless it is in a territorial unit to which the Convention
extends.

(4) If a Contracting State makes no declaration under paragraph (1) of this
article, the Convention is to extend to all territorial units of that State.
Article 94

(1) Two or more Contracting States which have the same or closely related
legal rules on matters governed by this Convention may at any time declare
that the Convention is not to apply to contracts of sale or to their formation
where the parties have their places of business in those States. Such
declarations may be made jointly or by reciprocal unilateral declarations.

(2) A Contracting State which has the same or closely related legal rules on
matters governed by this Convention as one or more non-Contracting States may
at any time declare that the Convention is not to apply to contracts of sale
or to their formation where the parties have their places of business in those
States.



(3) If a State which is the object of a declaration under the preceding
paragraph subsequently becomes a Contracting State, the declaration made will,
as from the date on which the Convention enters into force in respect of the
new Contracting State, have the effect of a declaration made under paragraph
(1), provided that the new Contracting State joins in such declaration or
makes a reciprocal unilateral declaration. Article 95
Any State may declare at the time of the deposit of its instrument of
ratification, acceptance, approval or accession that it will not be bound by
subparagraph (1)(b) of article 1 of this Convention. Article 96
A Contracting State whose legislation requires contracts of sale to be
concluded in or evidenced by writing may at any time make a declaration in
accordance with article 12 that any provision of article 11, article 29, or
Part II of this Convention, that allows a contract of sale or its modification
or termination by agreement or any offer, acceptance, or other indication of
intention to be made in any form other than in writing, does not apply where
any party has his place of business in that State. Article 97

(1) Declarations made under this Convention at the time of signature are
subject to confirmation upon ratification, acceptance or approval.

(2) Declarations and confirmations of declarations are to be in writing and be
formally notified to the depositary.

(3) A declaration takes effect simultaneously with the entry into force of
this Convention in respect of the State concerned. However, a declaration of
which the depositary receives formal notification after such entry into force
takes effect on the first day of the month following the expiration of six
months after the date of its receipt by the depositary. Reciprocal unilateral
declarations under article 94 take effect on the first day of the month
following the expiration of six months after the receipt of the latest
declaration by the depositary.

(4) Any State which makes a declaration under this Convention may withdraw it
at any time by a formal notification in writing addressed to the depositary.
Such withdrawal is to take effect on the first day of the month following the
expiration of six months after the date of the receipt of the notification by
the depositary.

(5) A withdrawal of a declaration made under article 94 renders inoperative,
as from the date on which the withdrawal takes effect, any reciprocal
declaration made by another State under that article. Article 98
No reservations are permitted except those expressly authorized in this
Convention. Article 99

(1) This Convention enters into force, subject to the provisions of paragraph
(6) of this article, on the first day of the month following the expiration of
twelve months after the date of deposit of the tenth instrument of
ratification, acceptance, approval or accession, including an instrument which
contains a declaration made under article 92.

(2) When a State ratifies, accepts, approves or accedes to this Convention
after the deposit of the tenth instrument of ratification, acceptance,
approval or accession, this Convention, with the exception of the Part
excluded, enters into force in respect of that State, subject to the
provisions of paragraph (6) of this article, on the first day of the month
following the expiration of twelve months after the date of the deposit of its
instrument of ratification, acceptance, approval or accession.

(3) A State which ratifies, accepts, approves or accedes to this Convention
and is a party to either or both the Convention relating to a Uniform Law on
the Formation of Contracts for the International Sale of Goods done at The
Hague on 1 July 1964 (1964 Hague Formation Convention) and the Convention
relating to a Uniform Law on the International Sale of Goods done at The Hague
on 1 July 1964 (1964 Hague Sales Convention) shall at the same time denounce,
as the case may be, either or both the 1964 Hague Sales Convention and the
1964 Hague Formation Convention by notifying the Government of the Netherlands
to that effect.

(4) A State party to the 1964 Hague Sales Convention which ratifies, accepts,
approves or accedes to the present Convention and declares or has declared
under article 92 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 sub-paragraph (1)(a) or the Contracting State referred to in sub-paragraph
(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 sub-paragraph (1)(a) or the Contracting State referred to in
sub-paragraph (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 11 April 1980, 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.
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