聯(lián)合國國際貨物銷售合同公約英文版

1、1Un itedNatio nsConven ti onOnCon tractsFor TheInternational Sale Of Goods, 1980 ( CISG )Preamble2THE STATES PARTIES TO THIS CONVENTION,3BEARING IN MIND the broad objectives in the resolutio nsadopted by the sixth special session of the GeneralAssembly of the United Nations on the establishment of a

2、New Intern ati onal Econo mic Order,4CONSIDERING that the developme nt of in ternatio nal tradeon the basis of equality and mutual ben efit is an importa nteleme nt in promoti ng frie ndly relati ons among States,5BEING OF THE OPINION that the adoption of uniformrules which gover n con tracts for th

3、e intern ati onal sale ofgoods and take into acco unt the differe nt social, econo micand legal systems would con tribute to the removal of legal6developme nt of intern ati onal trade,HAVE DECREED as follows:PART I - Sphere of Application and Ge neralProvisi onsChapter I - Sphere of Applicatio nArti

4、cle 1(1) This Conven ti on applies to con tracts of sale of goods betwee n partieswhose places of bus in ess are in differe nt States:(a) whe n the States are Con tract ing States; or(b) whe n the rules of private intern ati on al law lead to the applicati on of thelaw of a Con tract ing State.(2) T

5、he fact that the parties have their places of bus in ess in differe nt States isto be disregarded when ever this factdoes not appear either from the con tract or from any dealings between, or frominformation disclosed by, the parties at any time before or at the conclusionof thebarriers inintern ati

6、 onaltrade and promote the1011121323Article 3con tract.14(3) Neither the n ati on ality of the parties nor the civil or commercial characterof the parties or of the con tract is to be take n intocon siderati onin determ iningtheapplicatio n of this Conven ti on.15Article 216This Conven ti on does no

7、t apply to sales:17(a) of goods bought for pers on al, family or household use,uni ess the seller, at any time before or at the con clusi onof the con tract, n either knew nor ought to have known that the goods werebought for any such use;18(b) by aucti on;19(c) on executi on or otherwise by authori

8、ty of law;20(d) of stocks, shares, investment securities,negotiablein strume nts or mon ey;21(e) of ships, vessels, hovercraft or aircraft;22(f) of electricity.Con tracts for the supply of goods to be manu factured or produced are tobe con sidered sales uni ess the party who orders the goods un dert

9、akes to2430Article 5supply a substa ntial part of the materials n ecessary for such manu facture orproducti on.25(2) This Conven ti on does not apply to con tracts in whichthe prep on dera nt part of the obligati ons of the party whofurnishes the goods consists in the supply of labour or other servi

10、ces.26Article 427This Conventiongovernsonly the formation of thecon tract of sale and the rights and obligatio ns of the seller and the buyer arising from such a con tract .In particular, except as otherwise expressly providedin this Conven ti on, it is not concerned with:28(a) the validity of the c

11、on tract or of any of its provisi onsor of any usage;29(b) the effect which the con tract may have on the propertyin the goods sold.31This Conventiondoes not apply to the liability of theseller for death or pers onal injury caused by the goods toany pers on.32Article 633The parties may exclude the a

12、pplicati on of thisConvention or, subject to article 12, derogate from or vary the effect of any ofits provisi ons.34Chapter II - Gen eral Provisi ons35Article 736(1) In the in terpretati on of this Conven tio n, regard is to behad to its internationalcharacter and to the need topromote uni formity

13、in its applicati on and the observa nee of good faith inintern ati onal trade.37(2)Questi onsconcerning matters gover ned by thisConvention which are not expressly settled in it are to besettled in conformity with the general principles on whichit is based or, in the absenee of such principles, inco

14、n formity with the law applicable by virtue of the rules of private intern ati onal law.38Article 839For the purposes of this Conven ti on stateme nts madeby and other con duct of a party are to be in terpreted according to his intentwhere the other party knew or could not have bee n un aware what t

15、hat intentwas.40(2)If the precedi ng paragraph is not applicable,stateme nts made by and other con duct of a party are to bein terpretedaccord ing to the un dersta nding that areas on able pers on of the same kind as the other party would have had in thesame circumsta nces.41(3)In determ iningthein

16、te ntof a party or theun dersta nding a reas on able pers on would have had, duecon siderati on is to be give n to all releva nt circumsta nces of the case in cluding the n egotiati ons, any practices which the parties have established between themselves, usages and any subseque nt con duct of the p

17、arties.42Article 943(1)The parties are bound by any usage to which they have agreed and byany practices which they have established betwee n themselves.44(2) The parties are con sidered, uni ess otherwise agreed,to have impliedly made applicable to their con tract or its formatio n a usage ofwhich t

18、he parties knew or ought to have known and which in internationaltrade is widelyknown to, and regularly observed by, parties to con tracts of the type invo Ivedin the particular trade concern ed.45Article 1046For the purposes of this Conven ti on:47(a) if a party has more tha n one place of bus in e

19、ss, the place of bus in ess isthat which has the closest relati on ship to the con tract and its performa nee,hav ingregard to the circumsta nces known to or con templated by the parties at anytime before or at the con clusi on of the con tract;48(b) if a party does not have a place of bus in ess, r

20、efere neeis to be made to his habitual reside nee.49Article 1150A con tract of sale n eed not be con cluded in or evide needby writi ng and is not subject to any other requireme nt asto form. It may be proved by any means, includingwit nesses.51Article 1252Any provision of article 11, article 29or P

21、art II of thisConven ti on that allows a con tractof saleor itsmodificati on or term in ati onby agreeme nt or any offer,accepta nee or other in dicati on of inten ti on to be made in any form other than in writi ng does not apply where any party has his place of bus in ess in a Contract ing State w

22、hich has made a declaration under article 96 of thisConven ti on. The parties may not derogate from or varythe effect or this article.53Article 1354For the purposes of this Convention writingincludestelegram and telex.55PART II - Formation of the Con tract56Article 1457(1) A proposal for con clud in

23、g a con tract addressed to oneor more specific persons constitutes an offer if it is sufficiently definite andindicates the intention of the64offeror to be bound in case of accepta nee. A proposal issufficiently definite if it indicates the goods and expresslyor implicitly fixes or makes provision f

24、or determining the qua ntity and the price.58(2) A proposal other than one addressed to one or morespecific persons is to be considered merely as an in vitati on to make offers, uniess the con trary is clearly in dicated by the pers on making the proposal.59Article 1560(1) An offer becomes effective

25、 when it reaches the offeree.61(2) An offer, even if it is irrevocable, may be withdrawn ifthe withdrawal reaches the offeree before or at the sametime as the offer.62Article 1663(1) Un til a contract is con cluded an offer may be revokedif the revocationreaches the offeree before he hasdispatched a

26、n accepta nee.(2) However, an offer cannot be revoked:65(a) if it indicates, whether by stating a fixed time for accepta nee or otherwise,that it is irrevocable; or66(b) if it was reas on able for the offeree to rely on the offer as being irrevocableand the offeree has acted in relia nee on the offe

27、r.67Article 1768An offer, eve n if it is irrevocable, is term in ated whe n areject ion reaches the offeror.69Article 1870(1) A stateme nt made by or other con duct of the offeree in dicati ng asse nt toan offer is an accepta nee. Sile nee or in activity does not in itself amount toaccepta nee.71(2)

28、 An acceptanee of an offer becomes effective at the mome nt the in dication of asse nt reaches the offeror. An accepta nee is not effective if the in dication of asse nt doesnot reach the offeror with in the time he has fixed or, if no time is fixed, with in areas on able time, due acco unt being ta

29、ken of the circumstances of thetransaction, including the rapidity of the means of com muni cati on employedby the offeror. An oral offer must be accepted immediatelyuni ess the circumsta nces in dicate otherwise.72(3) However, if, by virtue of the offer or as a result ofpractices which the parties

30、have established between themselves or of usage,the offeree may in dicate asse nt by perform ing an act, such as one relati ng tothe dispatch of the goods or payment of the price, without notice to the offeror,the accepta nee is effective at the mome nt the act is performed, provided thatthe act is

31、performedwith inthe period of time laid dow n in the preced ing paragraph.73Article 1974(1) A reply to an offer which purports to be an acceptanee but containsadditions, limitations or other modificationsis a rejecti on of the offer and con stitutes a coun ter-offer.75(2) However, a reply to an offe

32、r which purports to be anacceptanee but contains additional or different terms which do not materiallyalter the terms of the offer con stitutes an accepta nee, uni ess the offeror,without un due delay, objects orally to the discrepa ncy or dispatches a no ticeto that effect. If he does not so object

33、, the terms of the con tract are the terms ofthe offer with the modificati ons contained in the accepta nee.76(3) Additionalor different terms relating,among otherthings, to the price, payment, quality and quantity of the goods, place and timeof delivery, exte nt of one partys liability to the other

34、 or the settlementofdisputes arecon sidered to alter the terms of the offer materially.77Article 2078(1) A period of time for acceptance fixed by the offeror ina telegram or a letter beg ins to run from the mome nt thetelegram is han ded in for dispatch or from the date show non the letter or, if no

35、 such date is shown, from the dateshow n on the env elope. A period of time for accepta nce fixed by the offerorby teleph one, telex or other means of in sta ntan eouscom muni catio n,beg ins to run from themome nt that the offer reaches the offeree.79(2) Officialholidays or non-bus in ess days occu

36、rri ngduri ng the period foraccepta nceare in cluded incalculati ng the period. However, if a no tice of accepta nce cannot be deliveredat the address of the offeror on thelast day of the period because that day falls on an official85holiday or a non-bus in ess day at the place of bus in ess ofthe o

37、fferor, the period is exte nded un til the first bus in ess day which follows.80Article 2181(1) A late acceptanee is nevertheless effective as anaccepta nee if without delay the offeror orally so in formsthe offeree or dispatches a no tice to that effect.82(2) If a letter or other writing containing

38、 a late acceptaneeshows that it has been sent in such circumstances that ifits transmission had been normal it would have reachedthe offeror in due time, the late accepta nee is effective asan accepta nee uni ess, without delay, the offeror orallyin forms the offeree that he eon siders his offer as

39、hav inglapsed or dispatches a no tice to that effect.83Article 2284An acceptaneemay be withdrawn if the withdrawalreaches the offeror before or at the same time as the accepta nee would havebecome effective.Article 2386A con tractis con eluded at the mome ntwhe n anaccepta nee of an offer becomes ef

40、fective in accorda neewith the provisi ons of this Conven ti on.87Article 2488For the purposes of this Part of the Convention, an offer,declaration of acceptaneeor any other indicationofin ten tio n reaches the addressee whe n it is made orallyto him or delivered by any other means to him pers on al

41、ly,to his place of bus in ess or maili ng address or, if he doesnot have a place of bus in ess or maili ng address, to his habitual reside nee.89PART III - Sale of Goods90Chapter I - Gen eral Provisi ons91Article 2592A breach of eon tract committed by one of the parties isfun dame ntal if it results

42、 in such detrime nt to the otherparty as substa ntially to deprive him of what he is en titledto expect un der the eon tract, uni ess the party in breachdid not foresee and a reas on able pers on of the same kind in the samecircumsta nces would not have foresee n such a result.93Article 2694A declar

43、ati onof avoida nee of the con tractis effectiveonly if made by notice to the other party.95Article 2796Un less otherwise expressly provided in this Part of theConven ti on, if any no tice, request or other com muni catio nis give n or made by a party in accorda nee with this Partand by means approp

44、riate in the circumsta nces, a delay orerror in the tran smissi onof the com muni cati on or itsfailure to arrive does not deprive that party of the right to rely on the com municati on.97Article 2898If, in accordance with the provisions of this Convention,one party is entitledto require performance

45、of anyobligati on by the other party, a court is not bound to en ter a judgeme nt forspecific performa nce uni ess the court would do so under its own law inrespect of similar99105con tracts of sale not gover ned by this Conven tio n.Article 29100(1) A con tract may be modified or termi nated by the

46、 mere agreeme nt of theparties.101(2) A con tractin writ ingwhich contains a provisi onrequiri ng any modificati on or term in ati on by agreeme ntto be in writing may not be otherwise modified or terminated by agreement.However, a party may be precluded by his con duct from assert ing such aprovisi

47、 onto the extent that the other party has relied on that con duct.102Chapter II - Obligations of the Seller103Article 30104Thesellermust deliverthegoods, handoveranydocume nts relati ng to them and tran sfer the property inthegoods, as requiredbythe con tractandthisConven ti on.Secti on I - Delivery

48、 of the goods and handing106112over of docume ntsArticle 31107If the seller is not bound to deliver the goods at any otherparticular place, his obligati on to deliver con sists:108(a) if the con tract of sale invo Ives carriage of the goods -in handing the goods over to the first carrier fortran smi

49、ssi on to the buyer;109(b) if, i n cases not with in the preced ing subparagraph, thecon tract related to specific goods, or uniden tified goodsto be draw n from a specific stock or to be manu facturedor produced, and at the time of the conclusion of thecon tract the parties knew that the goods were

50、 at, or wereto be manu factured or produced at, a particular place - inplaci ng the goods at the buyers disposal at that place;110(c) in other cases - in plac ing the goods at the buyersdisposal at the place where the seller had his place of bus in ess at the time ofthe con clusi on of the con tract

51、.111Article 32(1) If the seller, i n accorda nce with the con tract or thisConvention, hands the goods over to a carrier and if thegoods are not clearly ide ntified to the con tractbymarkings on the goods, by shipp ingdocume ntsorotherwise, the seller must give the buyer no tice of the con sig nment

52、 specifying the goods.113(2) If the seller is bound to arrange for carriage of thegoods, he must make such con tracts as are n ecessary forcarriage to the place fixed by means of transportation appropriate in thecircumstances and according to the usual terms for such tran sportatio n.114(3) If the s

53、eller is not bound to effect in sura nee in respectof the carriage of the goods, he must, at the buyers request, provide him withall available in formatio n n ecessary to en able him to effect such in sura nee.115Article 33116The seller must deliver the goods:117(a) if a date is fixed by or determ i

54、n able from the con tract,on that date;118(b) if a period of time is fixed by or determ in able from thecon tract, at any time within that perioduni ess circumstances in dicate that the buyer is to choose a date;or119(c) in any other case, withi n a reas on able time after thecon clusi on of the con

55、 tract.120Article 34121If the seller is bound to hand over documents relating tothe goods, he must hand them over at the time and placeand in the form required by the con tract. If the seller hashan ded over docume nts before that time, he may, up tothat time, cure any lack of conformity in the docu

56、ments, ifthe exerciseof this right does not cause the buyerun reas on able inconvenience or un reas on able expe nse.However, the buyer reta ins any right to claim damages as provided for in thisConven ti on.122Secti on II - Con formity of the goods and thirdparty claims123Article 35124(1) The selle

57、r must deliver goods which are of thequa ntity, quality and descripti on required by the con tractand which are contained or packaged in the manner required by the con tract.125(2) Except where the parties have agreed otherwise, thegoods do not conform with the con tract uni ess they:126(a) are fit

58、for the purposes for which goods of the samedescriptio n would ordin arily be used;127(b) are fitforanyparticularpurposeexpresslyorimpliedly made known to the seller at the time of the con clusi onofthecon tract, except wherethecircumsta nces show that the buyer did not rely, or that itwas un reas o

59、n able for him to rely, on the sellers skill and judgeme nt;128(c) possess the qualities of goods whichthe seller hasheld out to the buyer as a sample or model;129(d) are contained or packaged in the manner usual for such goods or, wherethere is no such manner, in a manner adequate to preserve and p

60、rotect thegoods.130(3) The seller is not liable un der subparagraphs (a) to (d)of the preced ing paragraph for any lack of con formity ofthe goods if at the time of the con clusi on of the con tract135the buyer knew or could not have bee n un aware of such lack of con formity.131Article 36132(1) The