CISG United Nations Convention on Contracts for the International Sale of Goods (1980)
Int. Privat- & Wirtschaftsrecht
- The United Nations Convention on Contracts for the International Sale of Goods provides a uniform text of law for international sales of goods. The Convention was prepared by the United Nations Commission on International Trade Law (UNCITRAL) and adopted by a diplomatic conference on 11 April 1980.
- Preparation of a uniform law for the international sale of goods began in 1930 at the International Institute for the Unification of Private Law (UNIDROIT) in Rome. After a long interruption in the work as a result of the Second World War, the draft was submitted to a diplomatic conference in The Hague in 1964, which adopted two conventions, one on the international sale of goods and the other on the formation of contracts for the international sale of goods.
- Almost immediately upon the adoption of the two conventions there was widespread criticism of their provisions as reflecting primarily the legal traditions and economic realities of continental Western Europe, which was the region that had most actively contributed to their preparation. As a result, one of the first tasks undertaken by UNCITRAL on its organization in 1968 was to enquire of States whether or not they intended to adhere to those conventions and the reasons for their positions. In the light of the responses received, UNCITRAL decided to study the two conventions to ascertain which modifications might render them capable of wider acceptance by countries of different legal, social and economic systems. The result of this study was the adoption by diplomatic conference on 11 April 1980 of the United Nations Convention on Contracts for the International Sale of Goods, which combines the subject matter of the two prior conventions.
- UNCITRAL’s success in preparing a Convention with wider acceptability is evidenced by the fact that the original eleven States for which the Convention came into force on 1 January 1988 included States from every geographical region, every stage of economic development and every major legal, social and economic system. The original eleven States were: Argentina, China, Egypt, France, Hungary, Italy, Lesotho, Syria, United States, Yugoslavia and Zambia.
- As of 1 September 2010, 76 States are parties to the Convention. The current updated status of the Convention is available on the UNCITRAL website.1 Authoritative information on the status of the Convention, as well as on related declarations, including with respect to territorial application and succession of States, may be found on the United Nations Treaty Collection on the Internet.2
- The Convention is divided into four parts. Part One deals with the scope of application of the Convention and the general provisions. Part Two contains the rules governing the formation of contracts for the international sale of goods. Part Three deals with the substantive rights and obligations of buyer and seller arising from the contract. Part Four contains the final clauses of the Convention concerning such matters as how and when it comes into force, the reservations and declarations that are permitted and the application of the Convention to international sales where both States concerned have the same or similar law on the subject.
2http://treaties.un.org/.
UNCITRAL Digest CISG, Art. 21
This Digest of Case Law on the United Nations Convention on Contracts for the International Sale of Goods (CISG) was prepared by the UNCITRAL Secretariat in cooperation with national correspondents and international experts. It may serve as a commentary on the CISG. The following excerpt contains the commentary on Article 21 CISG.
Recommended citation: UNCITRAL, Digest of Case Law on the United Nations Convention on Contracts for the International Sale of Goods (2016), Art. 21, para. #.
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 writing containing a late acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without delay, the offeror orally informs the offeree that he considers his offer as having lapsed or dispatches a notice to that effect.
OVERVIEW
1. Article 21 provides that a late acceptance is nevertheless effective if the conditions set out in paragraphs (1) or (2) are satisfied. Other provisions of Part II of the Convention defined when an acceptance is late. Thus article 18 (2) requires a timely acceptance to reach the offeror within the time period specified in that paragraph and calculated as provided in article 20; article 24 defines when a revocation “reaches” the offeree. Article 18 (3), however, identifies circumstances in which an acceptance is effective when the offeree performs “an act, such as one relating to the dispatch of the goods or payment of the price, without notice to the offeror […]”.
2. Paragraph (1) provides that a late acceptance is effective if the offeror notifies the offeree without delay that the acceptance is effective.1 According to a Supreme Court decision, the contract is then retroactively concluded at the time the late acceptance reached the offeror (not when the offeror’s message reaches the offeree).2 The offeror’s confirming answer two months after the late acceptance is ineffective because it was not sent “without delay”3 while an answer after one week meets the requirements of a timely acceptance.4
3. Paragraph (2) provides that a “letter or other writing containing a late acceptance” is nevertheless effective as an acceptance if the writing shows that it would normally have reached the offeror within the time period for acceptance, unless the offeror notifies the offeree without delay that he considers the offer to have lapsed. There are no reported cases applying paragraph (2).
Notes
1 Court of Arbitration of the International Chamber of Commerce, 1994 (Arbitral award No. 7844), The ICC International Court of Arbitration Bulletin (Nov. 1995) 72-73 (reference to Austrian law and the Convention for proposition that a late acceptance would not be effective unless the offeror notified the offeree without delay that the acceptance is effective). The same result was reached in Landgericht Hamburg, Germany, 21 December 2001, English translation available on the Internet at www.cisg.law.pace.edu (although the contract was considered concluded because it had been performed by the seller’s shipment of the goods and their acceptance by the buyer).
2 Bundesgerichtshof, Germany, 7 January 2014, Internationales Handelsrecht 2014, 56 = CISG-online No. 2477.
3 Oberlandesgericht Frankfurt, 24 March 2009, Internationales Handelsrecht 2010, 250 (252) = CISG-online No. 2165.
4 Oberlandesgericht Dresden, Germany, 30 November 2010, Internationales Handelsrecht 2011, 142 (144) = CISG-online No. 2183.
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