The States Parties to the Present Conventions Desiring to unify
the choice of law rules relating to contracts for the international
sale of goods, Bearing in mind the United Nations Convention on
contracts for the international sale of goods, concluded at Vienna
on 11 April 1980, Have agreed upon the following provisions:
CHAPTER 1 - SCOPE OF THE CONVENTION
This Convention determines the law applicable to contracts of sale
(a) between parties having their places of business in different
(b) in all other cases involving a choice between the laws of
different States, unless such a choice arises solely from a
stipulation by the parties as to the applicable law, even if
accompanied by a choice of court or arbitration.
The Convention does not apply to: sales by way of execution or
otherwise by authority of law; sales of stocks, shares, investment
securities, negotiable instruments or money; it does, however,
apply to the sale of goods based on documents; sales of goods
bought for personal, family or household use; it does, however,
apply if the seller at the time of the conclusion of the contract
neither knew nor ought to have known that the goods were bought for
any such use.
For the purposes of the Convention, "goods" includes:
(a) ships, vessels, boats, hovercraft and aircraft;
(1) Contracts for the supply of goods to be manufactured or
produced are to be considered contracts of sale unless the party
who orders the goods undertakes to supply a substantial part of the
materials necessary for such manufacture or production.
(2) Contracts in which the preponderant part of the obligations of
the party who furnishes goods consists of the supply of labour or
other services are not to be considered contracts for sale.
The Convention does not determine the law applicable to: the
capacity of the parties or the consequences of nullity or
invalidity of the contract resulting from the incapacity of a party;
the question whether an agent is able to bind a principal, or an
organ to bind a company or body corporate or unincorporate; the
transfer of ownership; nevertheless, the issues specifically
mentioned in Article 12 are governed by the law applicable to the
contract under the Convention; the effect of the sale in respect of
any person other than the parties; agreements on arbitration or on
choice of court, even if such an agreement is embodied in the
contract of sale.
The law determined under the Convention applies whether or not it
is the law of a Contracting State.
CHAPTER 2 - APPLICABLE LAW
Section 1 - Determination of the applicable law
(1) A contract of sale is governed by the law chosen by the parties.
The parties' agreement on this choice must express or be clearly
demonstrated by the terms of the contract and the conduct of the
parties, viewed in their entirety. Such a choice may be limited to
a part of the contract.
(2) The parties may at any time agree to subject the contract in
whole or in part to a law other than that which previously governed
it, whether or not the law previously governing the contract was
chosen by the parties. Any change by the parties of the applicable
law made after the conclusion of the contract does not prejudice
its formal validity or the rights of third parties.
(1) To the extent that the law applicable to a contract of sale has
not been chosen by the parties in accordance with Article 7, the
contract is governed by the law of the State where the seller has
his place of business at the time of conclusion of the contract.
(2) However, the contract is governed by the law of the State where
the buyer has his place of business at the time of conclusion of
the contract, if:
(a) negotiations were conducted, and the contract concluded by and
in the presence of the parties, in that State; or
(b) the contract provides expressly that the seller must perform
his obligation to deliver the goods in that State; or
(c) the contract was concluded on terms determined mainly by the
buyer and in response to an invitation directed by the buyer to
persons invited to bid (a call for tenders).
(3) By way of exception, where, in the light of the circumstances
as a whole, for instance any business relations between the parties,
the contract is manifestly more closely connected with a law which
is not the law which would otherwise be applicable to the contract
under paragraphs 1 or 2 of this Article, the contract is governed
by that other law.
(4) Paragraph 3 does not apply if, at the time of the conclusion of
the contract, the seller and the buyer have their places of
business in States having made the reservation under Article 21
paragraph 1 sub-paragraph b.
(5) Paragraph 3 does not apply in respect of issues regulated in
the United Nations Convention on contracts for the international
sale of goods (Vienna, 11 April 1980) where, at the time of the
conclusion of the contract, the seller and the buyer have their
places of business in different States both of which are Parties to
A sale by auction or on a commodity or other exchange is governed
by the law chosen by the parties in accordance with Article 7 to
the extent to which the law of the State where the auction takes
place or the exchange is located does not prohibit such choice.
Failing a choice by the parties, or to the extent that such choice
is prohibited, the law of the State where the auction takes place
or the exchange is located shall apply.
(1) Issues concerning the existence and material validity of the
consent of the parties as to the choice of the applicable law are
determined, where the choice satisfies the requirements of Article
7, by the law chosen. If under that law the choice is invalid, the
law governing the contract is determined under Article 8.
(2) The existence and material validity of a contract of sale, or
of any term thereof, are determined by the law which, under the
Convention would govern the contract or term if it were valid.
(3) Nevertheless, to establish that he did not consent to the
choice of law, to the contract itself, or to any term thereof, a
party may rely on the law of the State where he has his place of
business, if in the circumstances it is not reasonable to determine
that issue under the law specified in the preceding paragraphs.
(1) A contract of sale concluded between persons who are in the
same State is formally valid if it satisfies the requirements
either of the law which governs it under the Convention or of the
law of the State where it is concluded.
(2) A contract of sale concluded between persons who are in
different States is formally valid if it satisfies the requirements
either of the law which governs it under the Convention or of the
law of the State where it is concluded.
(3) Where the contract is concluded by an agent, the State in which
the agent acts is the relevant State for the purposes of the
(4) An act intended to have legal effect relating to an existing or
contemplated contract of sale is formally valid if it satisfies the
requirements either of the law which under the Convention governs
or would govern the contract, or of the law of the State where the
act was done.
(5) The Convention does not apply to the formal validity of a
contract of sale where one of the parties to the contract has, at
the time of its conclusion, his place of business in a State which
has made the reservation provided for in Article 21 paragraph 1
Section 2 - Scope of the applicable law
The law applicable to a contract of sale by virtue of Articles 7, 8
or 9 governs in particular:
(a) interpretation of the contract;
(b) the rights and obligations of the parties and performance of
(c) the time at which the buyer becomes entitled to the products,
fruits and income deriving from the goods;
(d) the time from which the buyer bears the risk with respect to
(e) the validity and effect as between the parties of clauses
reserving title to the goods;
(f) the consequences of non-performance of the contract, including
the categories of loss for which compensation may be recovered, but
without prejudice to the procedural law of the forum;
(g) the various ways of extinguishing obligations, as well as
prescription and limitation of actions;
(h) the consequences of nullity or invalidity of the contract.
In the absence of an express clause to the contrary, the law of the
State where inspection of the goods take place applies to the
modalities and procedural requirements for such inspection.
CHAPTER 3 - GENERAL PROVISIONS
(I) If a party has more than one place of business, the relevant
place of business is that which has the closest relationship to the
contract and its performance, having regard to the circumstances
known to or contemplated by the parties at any time before or at
the conclusion of
(2) If a party does not have a place of business, reference is to
be made to his habitual residence.
In the Convention "law" means the law in force in a State
other than its choice of law rules.
In the interpretation of the Convention, regard is to be had to its
international character and to the need to promote uniformity in
The Convention does not prevent the application of those provisions
of the law of the forum that must be applied irrespective of the
law that otherwise governs the contract.
The application of a law determined by the Convention may be
refused only where such application would be manifestly
incompatible with public policy (ordre public).
For the purpose of identifying the law applicable under the
Convention, where a State comprises several territorial units each
of which has its own system of law or its own rules of law in
respect of contracts for the sale of goods, any reference to the
law of that State is to be construed as referring to the law in
force in the territorial unit in question.
A State within which different territorial units have their own
systems of law or their own rules of law in respect of contracts of
sale is not bound to apply the Convention to conflicts between the
laws in force in such units.
(1) Any State may, at the time of signature, ratification,
acceptance, approval or accession make any of the following
(a) that it will not apply the Convention in the cases covered by
sub-paragraph b of Article 1;
(b) that it will not apply paragraph 3 of Article 8, except where
neither party to the contract has his place of business in a State
which has made a reservation provided for under this sub-paragraph;
(c) that, for cases whergislation requires contracts of sale to be
concluded in or evidenced by writing,
(d) it will not apply the Convention to the formal validity of the
contract, where any party has his place of business in its
territory at the time of conclusion of the contract
(e) that it will not apply sub-paragraph g of Article 12 in so far
as that subparagraph relates to prescription and lion of actions.
(2) No other reservation shall be permitted.
(3) Any Contracting State may at any time withdraw a reservation
which it has made; the reservation shall cease to have effect on
the first day of the month following the expiration of three months
after notification of the withdrawal.
(1) This Convention does not prevail over any convention or other
international agreement which has been or may be entered into and
which contains provisions determining the law applicable to
contracts of sale, provided that such instrument applies only if
the seller and buyer have their places of business in States
Parties to that instrument.
(2) This Convention does not prevail over any international
convention to which a Contracting State is, or becomes, a Party,
regulating the choice of law in regard to any particular category
of contracts of sale within the scope of this Convention.
This Convention does not prejudice the application:
(a) of the United Nations Conventions on contracts for the
international sale of goods (Vienna, 11 April 1980);
(b) of the Convention on the limitation period in the international
sale of goods (New York, 14 June 1974), or the Protocol amending
that Convention (Vienna, 11 April 1980).
The Convention applies in a Contracting State to contracts of sale
concluded after its entry into force for that State.
CHAPTER 4 - FINAL CLAUSES
(1) The Convention is open for signature by all States.
(2) The Convention is subject to ratification, acceptance or
by the signatory States.
(3) The Convention is open for accession by all States which are
not signatory States as from the date it is open for signature.
(4) Instruments of ratification, acceptance, approval and accession
shall be deposited with the Ministry of Foreign Affairs of the
Kingdom of the Netherlands, depositary of the Convention.
(1) If a State has two or more territorial units in which different
systems of law are applicable in relation to matters dealt with in
this Convention, it may at the time of signature, ratification,
acceptance, approval or accession declare that this Convention
shall extend to all its territorial units or only to one or more of
them and may modify this declaration by submitting another
declaration at any time.
(2) Any such declaration shall be notified to the depositary and
shall state expressly the territorial units to which the Convention
(3) If a State makes no declaration under this Article, the
Convention is to extend to all territorial units of that State.
(1) The Convention shall enter into force on the first day of the
month following the expiration of three months after the deposit of
the fifth instrument of ratification, acceptance, approval or
accession referred to in Article 25.
(2) Thereafter the Convention shall enter into force:
(a) for each State ratifying, accepting, approving or acceding to
it subsequently, on the first day of the month following the
expiration of three months after the deposit of its instrument of
ratification, acceptance, approval or accession;
(b) for a territorial unit to which the Convention has been
extended in conformity with Article 26 on the first day of the
month following the expiration of three months after the
notification referred to in that Article.
For each State Party to the Convention on the Law Applicable to
International Sales of Goods, done at The Hague on 15 June 1955,
which has consented to be bound by this Convention and for which
this Convention is in force, this Convention shall replace the said
Convention of 1955.
Any State which becomes a Party to this Convention after the entry
into force of an instrument revising it shall be considered to be a
Party to the Convention as revised.
(1) A State Party to this Convention may denounce it by a
notification in writing addressed to the depositary.
(2) The denunciation takes effect on the first day of the month
following the expiration of three months after the notification is
received by the depositary. Where a longer period for the
denunciation to take effect is specified in the notification, the
denunciation takes effect upon the expiration of such longer period
after the notification is received by the depositary.
The depositary shall notify the States Members of the Hague
Conference on Private International Law and the States which have
signed, ratified, accepted, approved or acceded in accordance with
Article 25, of the following:
(a) the signatures and ratifications, acceptances, approvals and
accessions referred to in Article 25;
(b) the date on which the Convention enters into force in
accordance with Article 27;
(c) the declarations referred to in Article 26;
(d) the reservations and the withdrawals of reservations referred
to in Article 21; e the denunciations referred to in Article 30.
IN WITNESS WHEREOF the undersigned, being duly authorised thereto,
have signed this Convention.
DONE at The Hague, on the twenty-second day of December 1986, in
the English and French languages, both texts being equally
authentic, in a single copy which shall be deposited in the
archives of the Government of the Kingdom of the Netherlands, and
of which a certified copy shall be sent, through diplomatic
channels, to each of the States Members of the Hague Conference on
Private International Law as of the date of its Extraordinary
Session of October 1985, and to each State which participated in