，是关于联合国国际货物销售合同公约的
The United Nations Convention on Contracts for the International Sale of Goods (CISG), entered into force on January 1, 1988, representing a concerted effort by countries around the world to establish uniform rules for international sales transactions. The Convention, which has more than twelve signatories and has been adopted by thirty six countries, is based upon a revised version of the international Uniform Law on the International Sale of Goods (ULIS) and has chosen to recognize and abide by the principles of good faith and fair dealing.
The rules contained in the Convention regulate and govern contracts of international sale of goods between parties whose places of business are in different counties or, if in the same county, where the commercial transaction or some other part of the contract relates to the present or anticipated export transactions. The Convention applies only to contracts between merchants who are acting in the ordinary course of their profession and which have the qualities of professional impartiality, negotiated at arm’s length, and having reasonable commercial understanding. Since there is no enforcement mechanism for the convention, the United Nations Secretariat serves as an arbiter of disputes, and the parties must rely on their own national laws, or if lacking, use the provisions of the Convention as the ruling law.
The CISG is applicable to all contracts for the international sale of goods between two countries that are party to the Convention, regardless of the nationality of the parties. In other words, sales between U.S. merchants and foreign merchants are covered, as are those between two foreign merchants not of the same nationality. The Convention applies to all steps of the international sale transaction, including formation of the contract, delivery and payment.
The document sets forth certain provisions to which all parties are expected to adhere. The agreement should state what goods are to be sold, the quantity, price, payment terms, date of delivery, and applicable warranties and defects that should be included. Any agreement that does not include these elements will not be enforceable by a court of law.
It is also important to note that the Convention sets up a framework that sets out rules on the transfer of risk between the parties. Generally, the risk of loss is transferred to the buyer upon delivery of the goods to the buyer, or upon delivery to a third party.
The Convention also involves a framework for arbitration proceedings. This mechanism is primarily intended to resolve contractual disputes between parties, but it can also be used for other disputes related to interpretation and performance of the contract. Disputes may be arbitrated in the nation of one of the parties, in another nearby country, or in a third country agreed upon between the parties.
The documents also contemplate a variety of remedies. The parties may include terms that provide for alternative means of dispute resolution, such as mediation or negotiation, as well as arbitration. If a dispute arises, the aggrieved party may resort to the courts of any of the parties’ countries.
Finally, the United Nations’ Uniform Law on the International Sale of Goods provides for remedies to be imposed upon the non-performer party. These remedies include specific performance, reliance damages, limits on infringement of the other side’s rights to terminate the contract. For example, a buyer may be required to pay a reasonable price for the goods already delivered even after the contract has been terminated.
This brief overview of the CISG forms the foundation for businesses seeking to protect their investment in global activities. The Convention provides a powerful tool for businesses to ensure their transactions are protected and acted upon in an equitable manner. It is important to research and consider the Convention’s provisions when participating in an international transaction in order to ensure you are protected and to ensure your parties are minded to the expectations of the Convention.
