Vienna Convention on Contracts of International Sale

Purpose of the Convention

The Vienna Convention regulates key aspects of contracts for the international sale of goods, including:

• form of contracts,
• order of their imprisonment,
• rights and obligations of the parties,
• liability for non-fulfillment of obligations,
• passing the risk,
• obligations of the parties to preserve the goods and other issues.

Note: Article 7 of the Convention stresses the need to take into account its international character and to promote uniform application.

Scope of the Convention

The Convention applies in the following cases:

1. Where the Parties have their places of business in different States Parties to the Convention (Article 1(1)a).
2. Where the law of a State Party to the Convention is applicable on the basis of conflict of laws rules, even if the parties' establishments are not located in the States Parties (Article 1(1)(b).

Not applicable:

• Domestic transactions.
• Contracts related to the personal use of goods.

Does not regulate:

• Issues of legal capacity of the parties, transfer of ownership, liability for damages.

Form and conclusion of a contract

Shape:

• Contracts may be concluded in any form, including oral (Article 11).
• For countries that have made a special reservation, a written form is required (for example, Russia).

Conclusion:

• The contract is considered concluded if the offer of one party is accepted by the acceptance of the other.
• In the event of significant changes in the terms, the acceptance may be considered a new offer (Article 19, paragraph 2).

Duties of seller and buyer

The seller must:

1. Deliver the goods.
2. Transfer documents confirming ownership.
3. Ensure that the goods meet the terms of the contract in terms of quality, quantity and other characteristics.

The buyer must:

1. Accept the goods after examining them within a reasonable time (Article 38).
2. Pay for the goods by taking all necessary actions to make the payment (Article 54).

Liability of the parties

Basic principles of responsibility:

• Liability arises for breach of contract (Articles 45, 61).
• Exceptions are circumstances beyond the control of the parties (force majeure, Art. 79).

Liability of the seller:

• For non-delivery, non-compliance with the terms of the contract or violation of the delivery period.
• Forms of liability: replacement of goods, elimination of non-conformity, termination of the contract, price reduction.

Liability of the buyer:

• For non-payment of goods or non-acceptance of delivery.
• The seller may claim termination of the contract or damages.

Force majeure and foreseeable breach of contract

Force majeure:

• A party is exempt from liability if it proves that the breach is caused by an obstacle beyond its control (Article 79).

Foreseen violation:

• A party may suspend the performance of its obligations if it becomes apparent that the other party will not perform the contract.
• Reasons for suspension: bankruptcy, strikes or other serious circumstances.

Exceptions and limitations

• The Convention does not regulate transactions in securities, ships, electricity, as well as auction sales.
• It does not determine specific interest rates, the amount of compensation and the limitation period.

The Vienna Convention is a key document that simplifies and unifies the legal aspects of international transactions. Its knowledge and compliance allows the parties to minimize risks and effectively resolve disputes.

For the successful implementation of international contracts, it is important to take into account the rules of the Convention and ensure that all stages of the transaction comply with the established standards.