On 11 April 1980, the UN Conference on Contracts for the International Sale of Goods convened in Vienna, the headquarters of the United Nations Commission on International Trade Law (UNCITRAL), and Contracts for the International Sale of Goods (CISG) was adopted.
The purpose of the CISG is to provide a uniform, modern and fair regime for contracts for the international sale of goods. The basis in CISG is the freedom of will of the parties and the enforceability of the contract. In the provisions of the CISG, it has been decided that, within the scope of the applicability of the agreement, the contracts for the sale of goods between the parties whose workplaces are in different contracting states are subject to CISG, unless otherwise agreed, and that the CISG can be applied to the sales contracts between the parties that are not from the contracting states.
CISG regulates the rights and obligations of buyers and sellers whose workplaces are in different contracting states.
The content of the Convention is as follows:
· Sphere of Application and General Provisions
· Formation of the Contract
· Sale of Goods
§ General Provisions
§ Obligations of the Seller
1. Delivery of the Goods and Handing Over of Documents
2. Conformity of the Goods and Third-Party Claims
3. Remedies for Breach of Contract by the Seller
§ Obligations of the Buyer
1. Payment of the Price
2. Taking delivery
3. Remedies for Breach of Contract by the Buyer
§ Passing of Risk
§ Provisions Common to the Obligations of the Seller and of the Buyer
1. Anticipatory Breach and Instalment Contracts
5. Effects of Avoidance
6. Preservation of the Goods
· Final Provisions
Although the definition of the sales contract is not made in the CISG, the contracts for the supply of goods to be manufactured or produced in accordance with Article 3 are considered as sales contracts. Contracts for the sale of services and the relationship between the producer and the end consumer are not regulated in the CISG.
This Convention does not apply to sales according to Article 2:
· of goods bought for personal, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use;
· by auction;
· on execution or otherwise by authority of law;
· of stocks, shares, investment securities, negotiable instruments or money;
· of ships, vessels, hovercraft or aircraft;
· of electricity.
As of April 2021, 94 countries are party to the CISG.
In case the law to be applied in the goods sale contracts is not clearly stated, there is a gap in the contract regarding the matters within the scope of CISG, or if the country that signed the contract within the scope of the determined law is one of the CISG party countries, the provisions of the CISG must be applied by the domestic law judge as a rule. In order for the CISG rules to be applicable, the opposite of the relevant rule must not be regulated in the contract, or it must not be regulated at all. For this reason, it should be clearly stated on which rules the contracts of sale of goods are subject to.
Subjects outside the scope of application of CISG are regulated in Articles 4, 5 and 6. According to article 4 of the contract, the validity of the contract or its provisions or practices and the possible effects of the contract on the ownership of the goods sold are outside the scope of application, unless there is a contrary regulation. According to Article 5, it does not apply to the responsibility of the seller arising from the fact that the goods cause death or injury to a person. According to Article 6, the parties may decide not to apply the CISG, but without prejudice to Article 12, they may make exceptions to its provisions or change the effects that may arise from its provisions.
Article 31 of the CISG regulates the delivery obligation and the place of delivery. According to this article, if the contract of sale requires the carriage of the goods, the seller is obliged to deliver the goods to a carrier. If the seller does not require the goods to be transported according to the contract of sale, the seller must make the goods available to the buyer. If the goods are to be produced in another place or if the goods have to be taken from a certain place, the goods are left in a suitable place for the buyer's disposal and the delivery conditions are fulfilled.
Article 33 of the CISG regulates the delivery time of the goods. In addition, the documents regarding the carriage should be issued by the seller and the buyer should be notified in accordance with CISG Article 32. There is no regulation in the CISG for insurance and transportation costs.
Article 35 of the CISG regulates the delivery of goods in accordance with the contract. Except where the parties have agreed otherwise, the goods do not conform with the contract unless they:
· are fit for the purposes for which goods of the same description would ordinarily be used;
· are fit for any particular purpose expressly or impliedly made known to the seller at the time of the conclusion of the contract, except where the circumstances show that the buyer did not rely, or that it was unreasonable for him to rely, on the seller's skill and judgement;
· possess the qualities of goods which the seller has held out to the buyer as a sample or model;
· are contained or packaged in the manner usual for such goods or, where there is no such manner, in a manner adequate to preserve and protect the goods.
According to article 66, the loss or damage of the goods after the risk has passed to the buyer does not relieve the buyer from the obligation to pay the price, unless it is due to an act or omission of the seller.
According to Article 67, if the goods have to be transported and the seller is not obliged to deliver the goods at a certain place, the damage passes to the buyer's responsibility by giving it to the first carrier. If the seller is obliged to deliver the goods at a certain place, the damage passes to the buyer only after the goods are left at a certain place. In addition, for the implementation of this rule, the goods must be distinguished, that is, they must be subject to a variety debt.
Since the CISG is a set of substitute legal rules, the provisions agreed by the parties are valid instead of the CISG provisions. The fact that some provisions in contracts for the sale of goods are arranged in a way that does not comply with CISG can lead to confusion by preventing adherence to a uniform rule. Harmonization of the relevant laws in the domestic laws of the party countries with the CISG may be beneficial in preventing these confusions.
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