Convention
relating to a Uniform Law on the Formation of Contracts for the
International Sale of Goods
(The Hague, 1 July 1964)
The States signatory to the present Convention,
Desiring to establish a uniform law on the formation of contracts
for the international sale of goods,
Have resolved to conclude a convention to this effect and have
agreed upon the following provisions:
Article I
1. Each Contracting State undertakes to incorporate into its own
legislation, in accordance with its constitutional procedure, not
later than the date of the entry into force of the present
Convention in respect of that State, the Uniform Law on the
Formation of Contracts for the International Sale of Goods
(hereinafter referred to as "the Uniform Law") forming
Annex I to the present Convention.
2. Each Contracting State may incorporate the Uniform Law into
its own legislation either in one of the authentic texts or in a
translation into its own language or languages.
3. Each Contracting State which is also a Contracting State to
the Convention dated the 1st day of July 1964 relating to a
Uniform Law on the International Sale of Goods shall incorporate
into its legislation the Articles set forth in Annex II to the
present Convention in place of Articles 1 and 4 as set forth in
Annex I to the present Convention.
4. Each Contracting State shall communicate to the Government of
the Netherlands the texts which it has incorporated into its
legislation to give effect to the present Convention.
Article II
1. Two or more Contracting States may declare that they agree not
to consider themselves as different States for the purpose of the
requirements as to place of business or habitual residence laid
down in paragraphs 1 and 2 of Article l of the Uniform Law,
because they apply to the formation of contracts of sale which in
the absence of such a declaration would be governed by the
Uniform Law the same or closely related legal rules.
2. Any Contracting State may declare that it does not consider
one or more non-Contracting States as different States from
itself for the purpose of the requirements of the Uniform Law
which are referred to in paragraph 1 of this Article, because
such States apply to the formation of contracts of sale which in
the absence of such a declaration would be governed by the
Uniform Law legal rules which are the same as or closely related
to its own.
3. If a State which is the object of a declaration made under
paragraph 2 of this Article subsequently ratifies or accedes to
the present Convention, the declaration shall remain in effect
unless the ratifying or acceding State declares that it cannot
accept it.
4. Declarations under paragraphs 1, 2 or 3 of this Article may be
made by the State concerned at the time of the deposit of its
instrument of ratification of or accession to the present
Convention or at any time thereafter and shall be addressed to
the Government of the Netherlands. The declaration shall take
effect three months after the date of its receipt by the
Government of the Netherlands or, if at the end of this period
the present Convention has not yet entered into force in respect
of the State concerned, at the date of such entry into force.
Article III
By way of derogation from Article 1 of the Uniform Law, any State
may, at the time of the deposit of its instrument of ratification
of or accession to the present Convention, declare by a
notification addressed to the Government of the Netherlands that
it will apply the Uniform Law only if each of the parties to the
contract of sale has his place of business or, if he has no place
of business, his habitual residence in the territory of a
different Contracting State, and in consequence may insert the
word "Contracting" before the word "States"
where the latter word first occurs in paragraph 1 of Article 1 of
the Uniform Law.
Article IV
1. Any State which has previously ratified or acceded to one or
more Conventions on conflict of laws in respect of the formation
of contracts for the international sale of goods may, at the time
of the deposit of its instrument of ratification of or accession
to the present Convention, declare by a notification addressed to
the Government of the Netherlands that it will apply the Uniform
Law in cases governed by one of those previous Conventions only
if that Convention itself requires the application of the Uniform
Law.
2. Any State which makes a declaration under paragraph 1 of this
Article, shall inform the Government of the Netherlands of the
Convention or the Conventions referred to in that declaration.
Article V
Any State which has made a declaration under paragraphs 1 or 2 of
Article II, Article III, or Article IV of the present Convention
may withdraw it at any time by a notification addressed to the
Government of the Netherlands. Such withdrawal shall take effect
three months after the date of the receipt of the notification by
the Government of the Netherlands and, in the case of a
declaration made under paragraph 1 of Article II, shall also
render inoperative, as from the date when the withdrawal takes
effect any reciprocal declaration made by another State.
Article VI
1. The present Convention shall remain open for signature until
the 31st day of December 1965 by the States represented at the
Hague Conference of 1964 on the Unification of Law governing the
International Sale of Goods.
2. The present Convention shall be ratified.
3. The instruments of ratification shall be deposited with the
Government of the Netherlands.
Article VII
1. The present Convention shall be open to accession by all
States members of the United Nations or any of its Specialized
Agencies.
2. The instruments of accession shall be deposited with the
government of the Netherlands.
Article VIII
1. The present Convention shall come into force six months after
the date of the deposit of the fifth instrument of ratification
or accession.
2. In respect of a State that ratifies or accedes to the present
Convention after the deposit of the fifth instrument of
ratification or accession, the Convention shall come into force
six months after the date of the deposit of its instrument of
ratification or accession.
Article IX
Each Contracting State shall apply the provisions incorporated
into its legislation in pursuance of the present Convention to
offers, replies and acceptances to which the Uniform Law applies
and which are made on or after the date of the entry into force
of the Convention in respect of that State.
Article X
1. Any Contracting State may denounce the present Convention by
notifying the Government of the Netherlands to that effect.
2. The denunciation shall take effect twelve months after receipt
of the notification by the Government of the Netherlands.
Article XI
1. Any State may, at the time of the deposit of its instrument of
ratification or accession or at any time thereafter, declare, by
means of a notification addressed to the Government of the
Netherlands, that the present Convention shall be applicable to
all or any of the territories for whose international relations
it is responsible. Such a declaration shall take effect six
months after the date of receipt of the notification by the
Government of the Netherlands, or, if at the end of that period
the Convention has not yet come into force, from the date of its
entry into force.
2. Any Contracting State which has made a declaration pursuant to
paragraph 1 of this Article may, in accordance with Article X,
denounce the Convention in respect of all or any of the
territories concerned.
Article XII
1. After the present Convention has been in force for three
years, any Contracting State may, by a notification addressed to
the Government of the Netherlands, request the convening of a
conference for the purpose of revising the Convention or its
Annexes. Notice of this request shall be given to all Contracting
States by the Government of the Netherlands which shall convene a
conference for the purpose of such revision if, within a period
of six months from the date of such notice, at least one quarter
of the Contracting States notify the said Government of their
agreement with the request.
2. States invited to the conference, other than Contracting
States, shall have the status of observers unless the Contracting
States at the conference decide otherwise by a majority vote.
Observers shall have all rights of participation except that of
voting.
3. The Government of the Netherlands shall request all States
invited to the conference to submit such proposals as they may
wish the conference to examine. The Government of the Netherlands
shall notify all States invited of the provisional agenda for the
conference and of the texts of all the proposals which have been
submitted.
4. The Government of the Netherlands shall communicate to the
International Institute for the Unification of Private Law the
proposals concerning revision submitted to it in accordance with
paragraph 3 of this Article.
Article XIII
The Government of the Netherlands shall notify the Signatory and
Acceding States and the International Institute for the
Unification of Private Law of:
(a) the communications received in accordance with paragraph 4 of
Article I;
(b) the declarations and notifications made in accordance with
Articles II, III IV and V;
(c) the ratifications and accessions deposited in accordance with
Articles VI and VII;
(d) the dates on which this Convention will come into force in
accordance with Article VIII;
(e) the denunciations received in accordance with Article X;
(f) the notifications received in accordance with Article XI.
In WITNESS WHEREOF the undersigned, duly authorized, have signed
the present Convention.
DONE at THE HAGUE, this first day of July one thousand nine
hundred and sixty-four, in the French and English languages, both
texts being equally authentic.
The original of the present Convention shall be deposited with
the Government of the Netherlands, which shall furnish certified
copies to each of the Signatory and Acceding States and to the
International Institute for the Unification of Private Law.
ANNEX I
Uniform
Law on the Formation of Contracts for the International Sale of
Goods
Article 1
1. The present Law shall apply to the formation of contracts of
sale of goods entered into by parties whose places of business
are in the territories of different States, in each of the
following cases:
(a) where the offer or the reply relates to goods which are in
the course of carriage or will be carried from the territory of
one State to the territory of another;
(b) where the acts constituting the offer and the acceptance are
effected in the territories of different States;
(c) where delivery of the goods is to be made in the territory of
a State other than that within whose territory the acts
constituting the offer and the acceptance are effected.
2. Where a party does not have a place of business, reference
shall be made to his habitual residence.
3. The application of the present Law shall not depend on the
nationality of the parties.
4. Offer and acceptance shall be considered to be effected in the
territory of the same State only if the letters, telegrams or
other documentary communications which contain them are sent and
received in the territory of that State.
5. For the purpose of determining whether the parties have their
places of business or habitual residences in "different
States", any two or more States shall not be considered to
be "different States" if a valid declaration to that
effect made under Article II of the Convention dated the 1st day
of July 1964 relating to a Uniform Law on the Formation of
Contracts for the International Sale of Goods is in force in
respect of them.
6. The present Law shall not apply to the formation of contracts
of sale:
(a) of stocks, shares, investment securities, negotiable
instruments or money;
(b) of any ship, vessel or aircraft, which is or will be subject
to registration;
(c) of electricity;
(d) by authority of law or on execution or distress.
7. Contracts for the supply of goods to be manufactured or
produced shall be considered to be sales within the meaning of
the present Law, unless the party who orders the goods undertakes
to supply an essential and substantial part of the materials
necessary for such manufacture or production.
8. The present Law shall apply regardless of the commercial or
civil character of the parties or of the contracts to be
concluded.
9. Rules of private international law shall be excluded for the
purpose of the application of the present Law, subject to any
provision to the contrary in the said Law.
Article 2
1. The provisions of the following Articles shall apply except to
the extent that it appears from the preliminary negotiations, the
offer, the reply, the practices which the parties have
established between themselves or usage, that other rules apply.
2. However, a term of the offer stipulating that silence shall
amount to acceptance is invalid.
Article 3
An offer or an acceptance need not be evidenced by writing and
shall not be subject to any other requirement as to form. In
particular, they may be proved by means of witnesses.
Article 4
1. The communication which one person addresses to one or more
specific persons with the object of concluding a contract of sale
shall not constitute an offer unless it is sufficiently definite
to permit the conclusion of the contract by acceptance and
indicates the intention of the offeror to be bound.
2. This communication may be interpreted by reference to and
supplemented by the preliminary negotiations, any practices which
the parties have established between themselves, usage and any
applicable legal rules for contracts of sale.
Article 5
1. The offer shall not bind the offeror until it has been
communicated to the offeree; it shall lapse if its withdrawal is
communicated to the offeree before or at the same time as the
offer.
2. After an offer has been communicated to the offeree it can be
revoked unless the revocation is not made in good faith or in
conformity with fair dealing or unless the offer states a fixed
time for acceptance or otherwise indicates that it is firm or
irrevocable.
3. An indication that the offer is firm or irrevocable may be
express or implied from the circumstances, the preliminary
negotiations, any practices which the parties have established
between themselves or usage.
4. A revocation of an offer shall only have effect if it has been
communicated to the offeree before he has despatched his
acceptance or has done any act treated as acceptance under
paragraph 2 of Article 6.
Article 6
1. Acceptance of an offer consists of a declaration communicated
by any means whatsoever to the offeror.
2. Acceptance may also consist of the despatch of the goods or of
the price or of any other act which may be considered to be
equivalent to the declaration referred to in paragraph 1 of this
Article either by virtue of the offer or as a result of practices
which the parties have established between themselves or usage.
Article 7
1. An acceptance containing additions, limitations or other
modifications shall be a rejection of the offer and shall
constitute a counter-offer.
2. However, a reply to an offer which purports to be an
acceptance but which contains additional or different terms which
do not materially alter the terms of the offer shall constitute
an acceptance unless the offeror promptly objects to the
discrepancy; if he does not so object, the terms of the contract
shall be the terms of the offer with the modifications contained
in the acceptance.
Article 8
1. A declaration of acceptance of an offer shall have effect only
if it is communicated to the offeror within the time he has fixed
or, if no such time is fixed, within a reasonable time, due
account being taken of the circumstances of the transaction,
including the rapidity of the means of communication employed by
the offeror, and usage. In the case of an oral offer, the
acceptance shall be immediate, if the circumstances do not show
that the offeree shall have time for reflection.
2. If a time for acceptance is fixed by an offeror in a letter or
in telegram, it shall be presumed to begin to run from the day
the letter was dated or the hour of the day the telegram was
handed in for despatch.
3. If an acceptance consists of an act referred to in paragraph 2
of Article 6, the act shall have effect only if it is done within
the period laid down in paragraph 1 of the present Article.
Article 9
1. If the acceptance is late, the offeror may nevertheless
consider it to have arrived in due time on condition that he
promptly so informs the acceptor orally or by despatch of a
notice.
2. If, however, the acceptance is communicated late, it shall be
considered to have been communicated in due time, if the letter
or document which contains the acceptance shows that it has been
sent in such circumstances that if its transmission had been
normal it would have been communicated in due time, this
provision shall not however apply if the offeror has promptly
informed the acceptor orally or by despatch of a notice that he
considers his offer as having lapsed.
Article 10
An acceptance cannot be revoked except by a revocation which is
communicated to the offeror before or at the same time as the
acceptance.
Article 11
The formation of the contract is not affected by the death of one
of the parties or by his becoming incapable of contracting before
acceptance unless the contrary results from the intention of the
parties, usage or the nature of the transaction.
Article 12
1. For the purposes of the present Law, the expression "to
be communicated" means to be delivered at the address of the
person to whom the communication is directed.
2. Communications provided for by the present Law shall be made
by the means usual in the circumstances.
Article 13
1. Usage means any practice or method of dealing, which
reasonable persons in the same situation as the parties usually
consider to be applicable to the formation of their contract.
2. Where expressions, provisions or forms of contract commonly
used in commercial practice are employed, they shall be
interpreted according to the meaning usually given to them in the
trade concerned.
ANNEX II
Article 1
The present Law shall apply to the formation of contracts of sale
of goods which, if they were concluded, would be governed by the
Uniform Law on the International Sale of Goods.
Article 4
1. The communication which one person addresses to one or more
specific persons with the object of concluding a contract of sale
shall not constitute an offer unless it is sufficiently definite
to permit the conclusion of the contract by acceptance and
indicates the intention of the offeror to be bound.
2. This communication may be interpreted by reference to and
supplemented by the preliminary negotiations, any practices which
the parties have established between themselves, usage and the
provisions of the Uniform Law on the International Sale of Goods.