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II.5.240 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, 1980

The Ratification of Maritime Conventions

Chapter I.5.240

UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, 1980

ADOPTED: Done at Vienna, on 11 April 1980
ENTERED INTO FORCE: 1 January 1988
DEPOSITARY: Secretary-General, United Nations
SECRETARY: Secretary-General, United Nations

IMPLEMENTATION

SIGNATURE, RATIFICATION, ACCEPTANCE, APPROVAL AND ACCESSION

Article XCI

(1) This Convention is open for signature at the concluding meeting of the United Nations Conference on Contracts for the International Sale of Goods and will remain open for signature by all States at the Headquarters of the United Nations, New York until 30 September 1981.

(2) This Convention is subject to ratification, acceptance or approval by the signatory States.

(3) This 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 are to be deposited with the Secretary-General of the United Nations.

ENTRY INTO FORCE

Article IC

(1) This Convention enters into force, subject to the provisions of paragraph (6) of this article, on the first day of the month following the expiration of twelve months after the date of deposit of the tenth instrument of ratification, acceptance, approval or accession, including an instrument which contains a declaration made under article XCII.

(2) When a State ratifies, accepts, approves or accedes to this Convention after the deposit of the tenth instrument of ratification, acceptance, approval or accession, this Convention, with the exception of the Part excluded, enters into force in respect of that State, subject to the provisions of paragraph (6) of this article, on the first day of the month following the expiration of twelve months after the date of the deposit of its instrument of ratification, acceptance, approval or accession.

(3) A State which ratifies, accepts, approves or accedes to this Convention and is a party to either or both the Convention relating to a Uniform Law on the Formation of Contracts for the International Sale of Goods done at The Hague on 1 July 1964 (1964 Hague Formation Convention) and the Convention relating to a Uniform Law on the International Sale of Goods done at The Hague on 1 July 1964 (1964 Hague Sales Convention) shall at the same time denounce, as the case may be, either or both the 1964 Hague Sales Convention and the 1964 Hague Formation Convention by notifying the Government of the Netherlands to that effect.

(4) A State Party to the 1964 Hague Sales Convention which ratifies, accepts, approves or accedes to the present Convention and declares or has declared under article LXXXXII that it will not be bound by Part II of this Convention shall at the time of ratification, acceptance, approval or accession denounce the 1964 Hague Sales Convention by notifying the Government of the Netherlands to that effect.

(5) A State Party to the 1964 Hague Formation Convention which ratifies, accepts, approves or accedes to the present Convention and declares or has declared under article LXXXXII that it will not be bound by Part III of this Convention shall at the time of ratification, acceptance, approval or accession denounce the 1964 Hague Formation Convention by notifying the Government of the Netherlands to that effect.

(6) For the purpose of this article, ratifications, acceptances, approvals, and accessions in respect of this Convention by States parties to the 1964 Hague Formation Convention or to the 1964 Hague Sales Convention shall not be effective until such denunciations as may be required on the part of those States in respect of the latter two Conventions have themselves become effective. The depository of this Convention shall consult with the Government of the Netherlands, as the depository of the 1964 Conventions, so as to ensure necessary co-ordination in this respect.

Article C

(1) This Convention applies to the formation of a contract only when the proposal for concluding the contract is made on or after the date when the Convention enters into force in respect of the Contracting States referred to in sub-paragraph (1) (a) or the Contracting State referred to in sub-paragraph (1) (b) of article 1.

(2) This Convention applies only to contracts concluded on or after the date when the Convention enters into force in respect of the Contracting States referred to in sub-paragraph (1) (a) or the Contracting State referred to in sub-paragraph (1) (b) of article 1.

DENUNCIATIONS

Article CI

(1) A Contracting State may denounce this Convention, or Part II or Part III of the Convention, by a formal notification in writing addressed to the depository.

(2) The denunciation takes effect on the first day of the month following the expiration of twelve months after the notification is received by the depository. 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 depository.

DECLARATIONS AND RESERVATIONS

Article XCII

(1) A Contracting State may declare at the time of signature, ratification, acceptance, approval or accession that it will not be bound by Part II of this Convention or that it will not be bound by Part III of this Convention.

(2) A Contracting State which makes a declaration in accordance with the preceding paragraph in respect of Part II or Part III of this Convention is not to be considered a Contracting State within paragraph (1) of article 1 of this Convention in respect of matters governed by the Part to which the declaration applies.

Article VC

Any State may declare at the time of the deposit of its instrument of ratification, acceptance, approval or accession that it will not be bound by sub-paragraph (1) (b) of article 1 of this Convention.

Article XCVI

A Contracting State whose legislation requires contracts of sale to be concluded in or evidenced by writing may at any time make a declaration in accordance with article XII that any provision of article XI, article XXIX, or Part II of this Convention, that allows a contract of sale or its modification or termination by agreement or any offer, acceptance, or other indication of intention to be made in any form other than in writing, does not apply where any party has his place of business in that State.

Article XCVII

(1) Declarations made under this Convention at the time of signature are subject to confirmation upon ratification, acceptance or approval.

(2) Declarations and confirmations of declarations are to be in writing and be formally notified to the depository.

(3) A declaration takes effect simultaneously with the entry into force of this Convention in respect of the State concerned. However, a declaration of which the depository receives formal notification after such entry into force takes effect on the first day of the month following the expiration of six months after the date of its receipt by the depository. Reciprocal unilateral declarations under article XCIV take effect on the first day of the month following the expiration of six months after the receipt of the latest declaration by the depository.

(4) Any State which makes a declaration under this Convention may withdraw it at any time by a formal notification in writing addressed to the depository. Such withdrawal is to take effect on the first day of the month following the expiration of six months after the date of the receipt of the notification by the depository.

(5) A withdrawal of a declaration made under article XCIV renders inoperative, as from the date on which the withdrawal takes effect, any reciprocal declaration made by another State under that article.

Article XCVIII

No reservations are permitted except those expressly authorized in this Convention.

TERRITORIAL APPLICATION

Article XCIII

(1) If a Contracting State has two or more territorial units in which, according to its constitution, different systems of law are applicable in relation to the matters dealt with in this Convention, it may, at the time of signature, acceptance, approval, or accession, declare that this Convention is to extend to all its territorial units or only to one or more of them, and may amend its declaration by submitting another declaration at any time.

(2) These declarations are to be notified to the depository and are to state expressly the territorial units to which the Convention extends.

(3) If, by virtue of a declaration under this article, this Convention extends to one or more but not all of the territorial units of a Contracting State, and if the place of business of a party is located in that State, this place of business, for the purposes of this Convention, is considered not to be in a Contracting State, unless it is in a territorial unit to which the Convention extends.

(4) If a Contracting State makes no declaration under paragraph (1) of this article, the Convention is to extend to all territorial units of that State.

Article XCIV

(1) Two or more Contracting States which have the same or closely related legal rules on matters governed by this Convention may at any time declare that the Convention is not to apply to contracts of sale or to their formation where the parties have their places of business in those States. Such declarations may be made jointly or by reciprocal unilateral declarations.

(2) A Contracting State which has the same or closely related legal rules on matters governed by this Convention as one or more non-contracting States may at any time declare that the Convention is not to apply to contracts of sale or to their formation where the parties have their places of business in those States.

(3) If a State which is the object of a declaration under the preceding paragraph subsequently becomes a Contracting State, the declaration made will, as from the date on which the Convention enters into force in respect of the new Contracting State, have the effect of a declaration made under paragraph (1), provided that the new Contracting State joins in such declaration or makes a reciprocal unilateral declaration.

DECLARATIONS AND RESERVATIONS

(unless otherwise indicated, the declarations and reservations were made upon ratification, acceptance, approval and accession)

Argentina

Declaration

In accordance with articles XCVI and XII of the United Nations Convention on Contracts for the International Sale of Goods, any provisions of article XI, article XXIX or Part II of the Convention that allows a contract of sale or its modification or termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing does not apply where any party has his place of business in the Argentine Republic.

Australia

Declaration

“The Convention shall apply to all Australian States and mainland territories and to all external territories except the territories of Christmas Island, the Cocos (Keeting) Islands and the Ashmore and Cantrer Islands.”

Belarus

Declaration

The Byelorussian Soviet Socialist Republic, in accordance with articles 12 and 96 of the Convention, declares that any provision of article 11, article 29 or Part II of this Convention that allows a contract of sale or its modification or termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing does not apply where any party has his place of business in the Byelorussian SSR.

Canada

Declarations

9 April 1992

The Government of Canada declares, in accordance with article 93 of the Convention, that the Convention will extend to Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland, Nova Scotia, Ontario, Prince Edward Island and the Northwest Territories. The Convention shall also extend to Quebec and Saskatchewan.

29 June 1992

The Convention applies also to the Territory of the Yukon.

18 June 2003

The Government of Canada declares, in accordance with article 93 of the Convention, that in addition to the provinces of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec and Saskatchewan, as well as the Northwest Territories and the Yukon Territory, the Convention shall extend to the Territory of Nunavut.

The Government of Canada also declares that the declaration made at the time of its accession to the Convention on April 23, 1991, the declaration deposited on 9 April 1992, the declaration deposited on 29 June 1992 and the declaration deposited on 31 July 1992, remain in effect.

Chile

Declaration

The state of Chile declares, in accordance with articles 12 and 96 of the Convention, that any provision of article 11, article 29 or Part II of the Convention that allows a contract of sale or its modification or termination by mutual agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing, does not apply where any party has his place of business in Chile.

China

Declaration

The People’s Republic of China does not consider itself to be bound by subparagraph (b) of paragraph 1 of article I and article XI as well as the provisions in the Convention relating to the content of article XI.

Czech Republic

Reservation

Pursuant to article 95, the Czechoslovak Socialist Republic declares that it shall not consider itself bound by the provision of Article 1, paragraph 1, item (b) of the Convention.

Denmark

Upon signature

1 Denmark will not be bound by Part II of the Convention.

Upon Ratification

2 Under paragraph 1 of article 93 that the Convention shall not apply to the Faroe Islands and Greenland.

3 Under paragraph 1 of paragraph 3 of article 94 that the Convention shall not apply to contracts of sale where one of the parties has his place of business in Denmark, Finland, Norway or Sweden and the other party has his place of business in another of the said states.

4 Under paragraph 2 of article 94 that the Convention is not to apply to contracts of sale where one of the parties has his place of business in Denmark, Finland, Norway or Sweden and the other party has his place of business in another of the said states.

Estonia

Declaration

9 March 2004

In accordance with Article 97, paragraph 4 of the said Convention, the Republic of Estonia declares that the Republic of Estonia withdraws the declaration made in the said instrument of ratification, which prescribed that: “In accordance with Articles 12 and 96 of the United Nations Convention on Contracts for the International Sale of Goods any provision of Article 11, Article 29 or Part II of the Convention that allows a contract of sale or its modification or termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing does not apply where any party has his place of business in the Republic of Estonia.”

In consequence any provision of Article 11, Article 29 or Part II of the Convention that allows a contract of sale or its modification or termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing does not apply where any party has his place of business in the Republic of Estonia.

Finland

Declaration made upon signature and confirmed upon ratification

Finland will not be bound by Part II of the Convention.

Upon ratification

“With reference to article XCIV, in respect of Sweden in accordance with paragraph (1) and otherwise in accordance with paragraph (2), the Convention will not apply to contracts of sale where the parties have their places of business in Finland, Sweden, Denmark, Iceland or Norway.”

Germany, Federal Republic of

Declaration

“The said Convention shall also apply to Berlin (West) with effect from the date on which it enters into force for the Federal Republic of Germany.”

The Government of the Federal Republic of Germany holds the view that Parties to the Convention that have made a declaration under article 95 of the Convention are not considered Contracting States within the meaning of subparagraph (a) (b) of article 1 of the Convention. Accordingly, there is no obligation to apply — and the Federal Republic of Germany assumes no obligation to apply — this provision when the rules of private international law lead to the application of the law of a Party that has made a declaration to the effect that it will not be bound by subparagraph (1) (b) of article 1 of the Convention. Subject to this observation the Government of the Federal Republic of Germany makes no declaration under article 95 of the Convention.

Hungary

Declaration

“[The Hungarian People’s Republic] considers the General Conditions of Delivery of Goods between Organizations of the Member Countries of the Council for Mutual Economic Assistance/GCD CMEA, 1968/1975, version of 1979/ to be subject to the provisions of article XC of the Convention.

[The Hungarian People’s Republic] states, in accordance with articles XII and XCVI of the Convention, that any provision of article XI, article XXIX or Part II of the Convention that allows a contract of sale or its modification or termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing, does not apply where any party has his place of business in the Hungarian People’s Republic.”

Iceland

Declaration made on 12/03/2003

Pursuant to article 94, paragraph 1, the Convention will not apply to contracts of sale or to their formation where the parties have their places of business in Denmark, Finland, Iceland, Norway or Sweden.

Korea, Democratic People’s Republic of

27 March 2019

Reservation

“The Democratic People’s Republic of Korea declares, in accordance with article 96 of the United Nations Convention on Contracts for the International Sale of Goods, that any provision of articles 11 and 29 of the Convention that allows a contract of sale or its modification or termination by agreement to be made in any form other than in writing, will not apply where any party has its place of business in DPRK’s territory.”

The Convention will enter into force for the Democratic People’s Republic of Korea on 1 April 2020 in accordance with its article 99(2) which reads as follows:

“When a State ratifies, accepts, approves or accedes to this Convention after the deposit of the tenth instrument of ratification, acceptance, approval or accession, this Convention, with the exception of the Part excluded, enters into force in respect of that State, subject to the provisions of paragraph (6) of this article, on the first day of the month following the expiration of twelve months after the date of the deposit of its instrument of ratification, acceptance, approval or accession.”

Latvia

“In accordance with article 96 of the [said Convention], the Republic of Latvia declares that any provision of article 11, article 29, or Part II of this Convention, that allows a contract of sale or its modification or termination by agreement or any offer, acceptance, or other indication of intention to be made in any form other than writing, does not apply where any party has his place of business in the Republic of Latvia.”

Lithuania

Declaration

“ . . . Any provision of article 11, article 29 or Part II of the Convention that allows a contract of sale or its modification or termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than written does not apply where any party has his place of business in the Republic of Lithuania, in accordance with articles 12 and 96 of the said Convention.”

Norway

Declaration made upon signature and confirmed upon ratification

Norway will not be bound by Part II of the Convention.

Upon ratification

“With reference to article XCIV, in respect of Finland and Sweden in accordance with paragraph (1) and otherwise in accordance with paragraph (2), the Government of the Kingdom of Norway declares that the Convention will not apply to contracts of sale where the parties have their places of business in Norway, Denmark, Finland, Iceland or Sweden.”

Paraguay

Declaration

The Republic of Paraguay declares, in accordance with articles 12 and 96 of the Convention, that any provision of article 11, article 29 of Part II of the Convention that allows a contract of sale or its modification or termination by agreement, [or] any offer, acceptance or other indication of intention to be made in any form other than in writing shall not apply where any party has his place of business in Paraguay.

Russian Federation

Declaration

[Same declaration as the one made by Belarus.]

Singapore

Declaration

“In accordance with article 95 of the said Convention…the Government of the Republic of Singapore will not be bound by sub-paragraph (1)(b) of article 1 of the Convention and will apply the Convention to the Contracts of Sale of Goods only between those parties whose places of business are in different states when the states are contracting states.”

Slovakia

Reservation

“Pursuant to article 95, the Czechoslovak Socialist Republic declares that it shall not consider itself bound by the provision of article 1, paragraph 1, item (b), of the Convention.”

Sweden

Declaration made upon signature and confirmed upon ratification

Sweden will not be bound by Part II of the Convention.

Upon ratification

“With reference to article XCIV, in respect of Finland in accordance with paragraph (1) and otherwise in accordance with paragraph (2), the Convention will not apply to contracts of sale where the parties have their places of business in Sweden, Finland, Denmark, Iceland or Norway.”

Ukraine

Declaration

[Same declaration as the one made by Belarus.]

United States of America

“Pursuant to article XCV, the United States will not be bound by subparagraph (1)(b) of Article 1.”

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