联合国国际货物销售合同公约英文.pdf
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1、.联合国国际货物销售合同公约联合国国际货物销售合同公约( (英文英文) )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 the united nations on the esta
2、blishment 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 rules which govern contracts for
3、the international sale of goods and take into account the different social, 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 sphere of application and general provisio
4、nspart ii formation of the contractpart iii sale of goodspart iv final provisionspart i sphere of application and general provisionschapter i sphere of applicationarticle 1(1) this convention applies to contracts of sale of goods between parties whose places ofbusiness are in different states:(a) wh
5、en 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. v.(2) the fact that the parties have their places of business in different states is to be disregarded whenever this fact does not appear either from the
6、 contract or from any dealings between, or from 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 orof the contract is to be taken into consideration in determinin
7、g the application of this convention.article 2this 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 ought to have known that thegoods were bought for any such use
8、;(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;(f) of electricity.article 3(1) contracts for the supply of goods to be manufactured or produced are to be con
9、sidered sales unless the party who orders the goods undertakes to supply a substantial part of thematerials necessary for such manufacture or production.(2) this convention does not apply to contracts in which the preponderant part of the obligations of the party who furnishes the goods consists in
10、the supply of labour or other services.article 4this 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, except as otherwise expressly provided in this convention, it is not concerned wi
11、th:(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. v.article 5this convention does not apply to the liability of the seller for death or personal injury caused by the goods to any person.articl
12、e 6the 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 provisionsarticle 7(1) in the interpretation of this convention, regard is to be had to its international character and to the need to
13、 promote uniformity in its application and the 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 settled in conformity with the general principles on which it is based or, in the absence of suc
14、h principles, in conformity with the law applicable by virtue of therules of private international law.article 8(1) for the purposes of this convention statements made by and other conduct of a party are to be interpreted according to his intent where the other party knew or could not have been unaw
15、are what that intent was.(2) if the preceding paragraph is not applicable, statements made by and other conduct ofa party are to be interpreted according to the understanding that a reasonable person of the same kind as the other party would have had in the same circumstances.(3) in determining the
16、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 the parties have established between themselves,usages and any subsequent conduct of the parties.artic
17、le 9(1) the parties are bound by any usage to which they have agreed and by any practices which they have established between themselves.(2) the parties are considered, unless otherwise agreed, to have impliedly made applicable to their contract or its formation a usage of which the parties knew or
18、ought to have kno. v.wn 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 10for the purposes of this convention:(a) if a party has more than one place of business, the place of business
19、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 the contract;(b) if a party does not have a place of business, reference is to be made to his habitual
20、 residence.article 11a 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, including witnesses.article 12any provision of article 11, article 29 or part ii of this convention that allows a contract o
21、f 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 a contracting state which has made a declaration under article 96 of this conventi
22、on. the parties may not derogate from or vary the effect or thisarticle.article 13for the purposes of this convention writing includes telegram and telex.part ii formation of the contractarticle 14(1) a proposal for concluding a contract addressed to one or more specific persons constitutes an offer
23、 if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance. a proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price.(2) a proposal other than one ad
24、dressed 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 the proposal. v.article 15(1) an offer bees effective when it reaches the offeree.(2) an offer, even if it is irrevocable, may be withdraw
25、n if the withdrawal reaches the offeree before or at the same time as the offer.article 16(1) until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance.(2) however, an offer cannot be revoked:(a) if it indicates, whether by sta
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