Convention on the Law Applicable to International Sales of Goods

Конвенция УНИДРУА о праве, применимом к международной купле-продаже товаров и услуг


на английском языке

{Гаага, 1955}

См. также: Правовой режим договоров купли-продажи | Образцы контрактов поставки оборудования | промышленных изделий | пищевых и скоропортящихся продуктов


This Convention shall apply to international sales of goods. It shall not apply to sales of securities, to sales of ships and of registered boats or aircraft, or to sales upon judicial order or by way of execution. It shall apply to sales based on documents. For the purposes of this Convention, contracts to deliver goods to be manufactured or produced shall be placed on the same footing as sales provided the party who assumes delivery is to furnish the necessary raw materials for their manufacture or production. The mere declaration of the parties, relative to the application of a law or the competence of a judge or arbitrator, shall not be sufficient to confer upon a sale the international character provided for in the first paragraph of this Article.


A sale shall be governed by the domestic law of the country designated by the Contracting Parties. Such designation must be contained in an express clause, or unambiguously result from the provisions of the contract. Conditions affecting the consent of the parties to the law declared applicable shall be determined by such law.


In default of a law declared applicable by the parties under the conditions provided in the preceding Article, a sale shall be governed by the domestic law of the country in which the vendor has his habitual residence at the time when he receives the order. If the order is received by an establishment of the vendor, the sale shall be governed by the domestic law of the country in which the establishment is situated. Nevertheless, a sale shall be governed by the domestic law of the country in which the purchaser has his habitual residence, or in which he has the establishment that has given the order, if the order has been received in such country, whether by the vendor or by his representative, agent or commercial traveler. In case of a sale at an exchange or at a public auction, the sale shall be governed by the domestic law of the country in which the exchange is situated or the auction takes place.


In the absence of an express clause to the contrary, the domestic law of the country in which inspection of goods delivered pursuant to a sale is to take place shall apply in respect of the form in which and the periods within which the inspection must take place, the notifications concerning the inspection and the measures to be taken in case of refusal of the goods.


This Convention shall not apply to: 1. The capacity of the parties; 2. The form of the contract; 3. The transfer of ownership, provided that the various obligations of the parties, and especially those relating to risks, shall be subject to the law applicable to the sale pursuant to this Convention; 4. The effects of the sale as regards all persons other than the parties.


In each of the Contracting States, the application of the law determined by this convention may be excluded on a ground of public policy.


The contracting States have agreed to incorporate the provisions of Articles 1-6 of this Convention in the national law of their respective countries.