THE UNITED NATIONS CONVENTION ON CONTRACTS FOR

THE INTERNATIONAL SALE OF GOODS

CISG
The United Nations Convention on Contracts for the International Sale of Goods is
created (Vienna, 1980)

Its purpose is to provide a modern, uniform and equitable regime for international
sales contracts between companies or individuals domiciled in Contracting States

When, by virtue of the rules of private international law, the law of a particular
Contracting State must be applied, contributing significantly to providing legal
security to commercial exchanges and reducing the costs of operations
CISG 97 CONTRACTING STATES

Ratified in Colombia by Law 518 of 1999

SCOPE
CISG:
Article 1
Article 6
Article 10

Commercial code
Art 515
SCOPE
Direct Application:
i) the contracting parties have their commercial establishments in different
countries,
ii) each of these countries are contracting States of the Convention and;
iii) the parties have not excluded the application of the CISG to the particular
contract.

Only in the event that each and every one of these assumptions are met, the
provisions of the CISG will directly and immediately govern the contract of sale
without the need for an express stipulation to do so and regardless of what the rules
of conflict of private international law establish, since to that extent, the regulations
of the Convention must be perceived as internal law.
SCOPE
INDIRECT Application:
results from the remissive work of the rules of private international law (PIL) in the case where
at least one of the parties does not have its establishment in a Contracting State and in
compliance with the PIL, the rules of a Contracting State must be applied.

For example: if the seller's establishment is located in England (the United Kingdom has not
yet ratified the Convention) and the buyer's establishment is in Colombia (it was ratified in
Colombia by Law 518 of 1999):

If the PIL rules of the State before which the parties settle the dispute refer to Colombian
law, the Convention will apply.
If such rules refer to the law of any other State that has ratified the Convention.
Also, it could be the case that the establishments of the parties are located in different States
that have not ratified the Convention (Venezuela, England), but that by the application of the
PIL rules, the rules of a Contracting State must be applied.
SCOPE

Application of the rules of IPr

1.Choice of the parties

2. Connection factor: where the contract is signed or executed
3. Law of the most characteristic obligations
SCOPE
To exclude the application of the CISG to the contract:

- It must be clearly stated that the CISG will not apply to the contract even if the
parties have establishments located in different non-contracting States.

- However, it will not be enough to stipulate that the rules of X country will be those
called to govern the transaction, because the CISG may be part of its internal
legislation because it is a Contracting State. Therefore, the clause for selecting the
applicable rule must be drafted more or less like this:

“This Agreement is governed for its interpretation and application by the laws of
Colombia, excluding the CISG.”

https://ekipa.cdn.prismic.io/ekipa/6968e086-e88d-44f3-a8c5-
2c010bc297e2_Conditions+of+Participation.pdf
SCOPE
Article 10: Is this an international contract? Does the convention apply?

Ex1: Seller in California and French buyer. According to the contract, the goods
must be delivered in New York City.

Ex2: A seller from California and the buyer's place of business is New Jersey, but the
goods must be delivered in France.

Ex3: An American company in the computer business and selling computer parts,
rented offices in Germany for display. They then renounced the contract, vacated
the offices and moved back to the US.
SCOPE
ArtICLE 93 (1) (4)

United States
Canada
China - Hong Kong, Macao
UK
SCOPE
Article 2: Does the convention apply?

Ex1: A person bought a freezer which he used for domestic use, but a couple of
weeks later he put it in his business, office and used it.

Ex2: The purchase of software

Ex3: A company buys a vehicle to be used for personal purposes of the manager.

Ex4: A yacht owner who buys a cooling system for the yacht, but needs a powerful
generator which is rated as a commercial generator because he needs a higher
capacity.
SCOPE

Article 3: Extension to operations equivalent to sales

In which cases would the convention apply?

SCOPE

Article 3: Does the Convention apply?

Maquilas
Building construction
Macro agreement

Article 4: Validity and effects of the contract

Article 7: Interpretation
FORMATION OF CONTRACT
Key Articles: Articles 14–24

Article 14: Defines an offer as a proposal for concluding a contract that is

sufficiently definite and indicates the intent to be bound.
Article 18: Specifies that acceptance must be a clear indication of agreement to
the offer. Silence or inaction does not generally constitute acceptance.
Article 19: Discusses that a reply to an offer that adds modifications is
considered a counteroffer, not acceptance.

Example: A German seller offers 1,000 units of machinery to a Chinese buyer,

specifying price, delivery terms, and payment method. The buyer responds by
suggesting a different payment term. Is this a contract? Which article applies?
OBLIGATIONS OF BUYERS AND
SELLERS
Key Articles: Articles 30–52 (Seller) and Articles 53–65 (Buyer)
Article 31: Seller’s obligation to deliver goods to the agreed place.
Article 33 (a): period of time
Article 35: Goods must conform to the contract in quantity, quality, and
description. - > conformity
Article 38: Buyer must examine the goods within a reasonable time after
receipt.
Article 53: Buyer is obligated to pay the price and take delivery of the goods as
per the contract.
SELLER´S OBLIGATIONS
Art 30 - 35, 39 CISG

What are the seller's obligations?

What happens if the seller is not obliged to deliver the goods
at a particular location to the buyer?
What characteristics must the merchandise have for it to be
understood as “conforming”?
When/on what date should the merchandise be delivered?
BUYER´S OBLIGATIONS
Art 53 - 60 CISG

What are the buyer's obligations?

What happens if the price is not determined?
Where should the payment be made?
At what time should the payment be made?
What does “reception” consist of?
EXAMPLE
A Brazilian seller ships coffee beans to a Canadian buyer. The
buyer discovers the beans do not conform to the contract upon
inspection ¿What can they do?
REMEDIES

Key Articles: Articles 45–52 (Seller’s breach) and Articles 61–65 (Buyer’s breach)
Article 46: Buyer can demand specific performance if the seller fails to deliver or
delivers non-conforming goods.
Article 49: Buyer may declare the contract avoided if the seller’s breach is
fundamental.
Article 74: Provides for damages, including compensation for loss suffered as a
result of the breach.
COLOMBIAN LAW OR CISG?
Example: A buyer in Colombia purchases 1,000 units of electronic components
from a seller in Germany. Upon delivery, the buyer discovers that 200 units do not
conform to the specifications in the contract.

Key Question:
How much time does the buyer have to notify the seller about the non-conformity?

Comparison: Article 39(1) of CISG and “Retracto” (WITHDRAWAL) in Colombia

CISG CASE ANALYSIS CANVAS

https://cisg-online.org/search-for-cases?caseId=6359