【合同范文】国际贸易合同-联合国国际货物销售合同范本公约(英文)[1].docx
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1、第 1 页 国际贸易合同:联合国国际货物销售合同范本公约(英 文)1 特征码 XtjsmAeXWknoRDYSmgni united nations convention on contracts for the international sale of goods - - the states parties to this convention, bearing in mind the broad objectives in the resolutions adopted by the sixth special session of the general assembly of th
2、e united nations on the establishment of a new international economic order, considering that the development of international trade on the basis of equality and mutual benefit is an important element in promoting friendly relations among states, being of the opinion that the adoption of uniform rul
3、es which govern contracts for the international sale of goods and take into account the different social, 第 2 页 economic and legal systems would contribute to the removal of legal barriers in international trade and promote the development of international trade, have decreed as follows: part i sphe
4、re of application and general provisions part ii formation of the contract part iii sale of goods part iv final provisions part i sphere of application and general provisions chapter i sphere of application article 1 (1) this convention applies to contracts of sale of goods between parties whose pla
5、ces of business are in different states: (a) when the states are contracting states; or (b) when the rules of private international law lead to the application of the law of a contracting state. (2) the fact that the parties have their places of business in different states is to be disregarded when
6、ever this fact does not appear either from the contract or from any dealings between, or from 第 3 页 information disclosed by, the parties at any time before or at the conclusion of the contract. (3) neither the nationality of the parties nor the civil or mercial character of the parties or of the co
7、ntract is to be taken into consideration in determining the applica ation of this convention. article 2 this convention does not apply to sales: (a) 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 oug
8、ht to have known that the goods were bought for any such use; (b) by auction; (c) on execution or otherwise by authority of law; (d) of stocks, shares, investment securities, negotiable instruments or money; (e) of ships, vessels, hovercraft or aircraft; 第 4 页 (f) of electricity. article 3 (1) contr
9、acts for the supply of goods to be manufactured or produced are to be considered sales unless the party who orders the goods undertakes to supply a substantial part of the materials necessary for such manufacture or production. (2) this convention does not apply to contracts in which the preponderan
10、t part of the obligations of the party who furnishes the goods consists in the supply of labour or other services. article 4 this convention governs only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from such a contract. in particular, exce
11、pt as otherwise expressly provided in this convention, it is not concerned with: (a) the validity of the contract or of any of its provisions or of any usage; (b) the effect which the contract may have on the property in the goods sold. article 5 第 5 页 this convention does not apply to the liability
12、 of the seller for death or personal injury caused by the goods to any person. article 6 the parties may exclude the application of this convention or, subject to article 12, derogate from or vary the effect of any of its provisions. chapter ii general provisions article 7 (1) in the interpretation
13、of this convention, regard is to be had to its international character and to the need to promote uniformity in its application and t he observance of good faith in international trade. (2) questions concerning matters governed by this convention which are not expressly settled in it are to be settl
14、ed in conformity with the general principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the 第 6 页 rules of private international law. article 8 (1) for the purposes of this convention statements made by and other conduct of a party
15、are to be interpreted according to his intent where the other party knew or could not have been unaware what that intent was. (2) if the preceding paragraph is not applicable, statements made by and other conduct of a party are to be interpreted according to the understanding that a reasonable perso
16、n of the same kind as the other party would have had in the same circumstances. (3) in determining the intent of a party or the understanding a reasonable person would have had, due consideration is to be given to all relevant circumstances of the case including the negotiations, any practices which
17、 the parties have established between themselves, usages and any subsequent conduct of the parties. article 9 (1) the parties are bound by any usage to which they have agreed and by any practices which they have established between themselves. 第 7 页 (2) the parties are considered, unless otherwise a
18、greed, to have impliedly made applicable to their contract or its formation a usage of which the parties knew or ought to have known and which in international trade is widely known to, and regularly observed by, parties to contracts of the type involved in the particular trade concerned. article 10
19、 for the purposes of this convention: (a) if a party has more than one place of business, the 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 an y time before or at the con
20、clusion of the contract; (b) if a party does not have a place of business, reference is to be made to his habitual residence. article 11 第 8 页 a contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. it may be proved by any means, in
21、cluding witnesses. article 12 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 whe
22、re any party has his place of business in a contracting state which has made a declaration under article 96 of this convention. the parties may not derogate from or vary the effect or this article. article 13 for the purposes of this convention “writing“ includes telegram and telex. part ii formatio
23、n of the contract article 14 (1) a proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intention of 第 9 页 the offeror to be bound in case of acceptance. a proposal is sufficiently definite if it indicates
24、the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price. (2) a proposal other than one addressed to one or more specific persons is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making
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