联合国国际货物销售合同公约(英文版)-.pdf

联合国国际货物销售合同公约（英文版）United Nations Convention on Contracts for the International Sale of Goods(1980)T肥STA四SP成TIESTO THIS CONVENTION,BEARING IN NIIND 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咀也OPINIONthat 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 DECRJ丑Das follows:PART I SP阻REOF APPLICATION M斗DGENE队LPROVISIONS Chapter I SPHE阻OFAPPLICATION 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)vvhen the rules of private international law lead to the application of the law of a Contracting State(2)The fac t that the parties have their places of business in different States is to be disregarded 1,vhenever 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 knevv nor ought to have known that the goods vvere bought for any such use;(b)by auction;(c)on execution or othervvise by authori ty of law;(d)of stocks,shares,investment securities,negotiable instruments or money;(e)of ships,vessels,hovercraft or aircraft;(f)of electric i t y 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 vvho furnishes the goods consis ts 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 othervvise expressly provided in this Convent ion,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 GENE队LPROVISIONS 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 express ly settled in it are to be settled in conformity with the general principles on 1Nhich it is based or,in the absence of such principles,in conformity 1,vi th the lavv 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 unai,are 1,vhat 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 vvould 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 betvveen themselves,usages and any subsequent conduct of the parties Article 9(1)The parties are bound by any usage to.vhich they have agreed and by any practices.vhich they have es tablished between themselves (2)The parties are considered,unless otherwise agreed,to have impliedly made applicable to their contract or its formation a usage of 讯hichthe parties knew or ought to have known and 1,vhich in international trade is.videly 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 closes t relationship to the contract and its performance,having regard to the circums tances kno.vn 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 habi tual residence Article 11 A contract of sale need not be concluded in or evidenced by writing and is not subject to any 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 al lows 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 or this article Article 13 For the purposes of this Convention writing”includes telegram and telex.PART I I FORMATION OF咀伍CONTRACTArticle 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 vvi thdrawal 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)Hovvever,an off er cannot be revoked:is performed,provided that the act is performed 1vvi thin the period of time 1 aid 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)Ho1vvever,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 quanti ty of the goods,place and time of delivery,extent of one partys 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 sho1vvn 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 off er reaches the offeree (2)Official holidays or non-business days occurring during the period for acceptance are included in calculating the period Ho.vever,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.vriting containing a late acceptance shows that it has been sent in such circums tances that if its transmission had been normal it irould have reached the offeror in due time,the late acceptance is effective as an acceptance unless,.Vithout 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.Vi thdrawal 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 mail ing address,to his habi tual 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 express ly 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 01,vn lai,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 vvriting which contains a prov1s1on requ1r1ng any modification or termination by agreement to be in vvriting may not be otherwise modified or terminated by agreement Hovvever,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 T田SELLERArticle 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 the 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 del iver 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,1n cases not vvi thin the preceding subparagraph,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 vvere at,or vvere to be manufactured or produced at,a particular place二in placing the goods at the buyers disposal at that place;(c)in other cases-in placing the goods at the buyers disposal at the pl ace 1,vhere the se 11 er had his pl ace of business at the time of the conclusion of the contract Article 32(1)If the seller,in accordance 叽iththe 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 buyers request,provide him vvith 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,vvi thin 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 th