联合国国际货物销售合同公约(英文)
united nations convention on contracts for the international sale of goods
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the states parties to this convention,
bearing in mind the broad objectives in the resolutions adopted by the sixth special sessio n of the general assembly of the united nations on the establishment of a new internationa l economic order,
considering that the development of international trade on the basis of equality and mutua l 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 int ernational sale of goods and take into account the different social, economic and legal sys tems would contribute to the removal of legal barriers in international trade and promote t he development of international trade,
have decreed as follows:
part i sphere of application and general provisions
part ii formation of the contract
part iii sale of goods
part iv final provisions
part i sphere of application and general provisions
chapter i sphere of application
article 1
(1) this convention applies to contracts of sale of goods between parties whose places of business are in different states:
(a) when the states are contracting states; or
(b) when the rules of private international law lead to the application of the law of a contr acting state.
(2) the fact that the parties have their places of business in different states is to be disrega rded whenever this fact does not appear either from the contract or from any dealings bet ween, or from info
rmation disclosed by, the parties at any time before or at the conclusio n of the contract.
(3) neither the nationality of the parties nor the civil or mercial character of the parties or of the contract is to be taken into consideration in determining the application of this con vention.
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 b efore 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 oblig ations of the party who furnishes the goods consists in the supply of labour or other servic es.
article 4
this convention governs only the formation of the contract of sale and the rights and oblig ations of the seller and the buyer arising from such a contract. in particular, except as othe rwise 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
for the sale
this convention does not apply to the liability of the seller for death or personal injury cau sed by the goods to any person.
article 6
the parties may exclude the application of this convention or, subject to article 12, deroga te 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 characte r and to the need to promote uniformity in its application and the observance of good fait
h in international trade.
(2) questions concerning matters governed by this convention which are not expressly set tled 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 ar
e to be interpreted according to his intent where the other party knew or could not have b een 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 th
e 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 ha ve had, due consideration is to be given to all relevant circumstances of the case includin g 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 wh ich 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 kno
wn and which in international trade is widely known to, and regularly observed by, partie s 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 t he closest relationship to the contract and its performance, having regard to the circumsta nces known to or contemplated by the parties at any time before or at the conclusion of th e contract;
(b) if a party does not have a place of business, reference is to be made to his habitual resi dence.
article 11
a contract of sale need not be concluded in or evidenced by writing and is not subject to a ny other requirement as to form. it may be proved by any means, including witnesses.  article 12
any provision of article 11, article 29 or part ii of this convention that allows a contract of  sale or its modification or termination by agreement or any offer, acceptance or other ind ication of intention to be made in any form other than in writing does not apply where an y party has his place of business in a contracting state which has made a declaration unde r article 96 of this convention. the parties may not derogate from or vary the effect or this article.
article 13
for the purposes of this convention "writing" includes telegram and telex.
part ii formation of the contract
article 14
(1) a proposal for concluding a contract addressed to one or more specific persons constit utes an offe
r if it is sufficiently definite and indicates the intention of the offeror to be bo und in case of acceptance. a proposal is sufficiently definite if it indicates the goods and e xpressly 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 considere
d merely as an invitation to mak
e offers, unless the contrary is clearly indicated by the pe rson making the proposal.
article 15
(1) an offer bees effective when it reaches the offeree.
(2) an offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offe ree 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 off eree 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 irr evocable; or
(b) if it was reasonable for the offeree to rely on the offer as being irrevocable and the off eree 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 bees 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 of feror within the time he has fixed or, if no time is fixed, within a reasonable time, due acc ount being taken of the circumstances of the transaction, including the rapidity of the mea ns of munication employed by the offeror. an oral offer must be accepted immediately un less the circumstances indicate otherwise.
(3) however, if, by virtue of the offer or as a result of practices which the parties have est ablished between themselves or of usage, the offeree may indicate assent by performing a n act, such as one relating to the dispatch of the goods or payment of the price, without no tice to the offeror, the acceptance is effective at the moment the act is performed, provide d that the act is performed within the period of time laid down in the preceding paragraph .
article 19

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