The United Nations Convention on Contracts for the International Sale of Goods (CISG), sometimes known as the Vienna Convention, is a multilateral treaty that establishes a uniform framework for international commerce. As of May 2023, it has been ratified by 95 countries, representing two-thirds of world trade.
The CISG facilitates international trade by removing legal barriers among state parties (known as "Contracting States") and providing uniform rules that govern most aspects of a commercial transaction, such as contract formation, the means of delivery, parties' obligations, and remedies for breach of contract. Unless expressly excluded by the contract, the convention is automatically incorporated into the domestic laws of Contracting States and applies directly to a transaction of goods between their nationals.
The CISG is rooted in two earlier international sales treaties first developed in 1930 by the International Institute for the Unification of Private Law (UNIDROIT). When neither convention garnered widespread global support, the United Nations Commission on International Trade Law (UNCITRAL) drew from the existing texts to develop the CISG in 1968. A draft document was submitted to the Conference on the International Sale of Goods held in Vienna, Austria in 1980. Following weeks of negotiation and modification, the CISG was unanimously approved and opened for ratification; it came into force on 1 January 1988 following ratification by 11 countries.
The CISG is considered one of the greatest achievements of UNCITRAL and the "most successful international document" in unified international sales law, due to its parties representing "every geographical region, every stage of economic development and every major legal, social and economic system". Of the uniform law conventions, the CISG has been described as having "the greatest influence on the law of worldwide trans-border commerce", including among nonmembers. It is also the basis of the annual Willem C. Vis International Commercial Arbitration Moot, one of the largest and most prominent international moot court competitions in the world.
Adoption
As of 5 April 2022, the following 95 states have ratified, acceded to, approved, accepted, or succeeded to the convention:
The convention has been signed, but not ratified, by Ghana and Venezuela.
Language, structure, and content
The CISG is written using "plain language that refers to things and events for which there are words of common content". This was intended to allow national legal systems to be transcended through the use of a lingua franca that would be mutually intelligible among different cultural, legal, and linguistic groups. and to avoid "words associated with specific domestic legal nuances". As is customary in UN conventions, all six official languages of the UN are equally authentic.
The CISG is divided into four parts:
Part I: Sphere of Application and General Provisions (Articles 1–13)
The CISG applies to contracts of the sale of goods between parties whose places of business are in different States, when the States are Contracting States (Article 1(1)(a)). Given the significant number of Contracting States, this is the usual path to the CISG's applicability.
The CISG also applies if the parties are situated in different countries (which need not be Contracting States) and the conflict of law rules lead to the application of the law of a Contracting State. For example, a contract between a Japanese trader and a Brazilian trader may contain a clause that arbitration will be in Sydney under Australian law with the consequence that the CISG would apply. A number of States have declared they will not be bound by this condition.
The CISG is intended to apply to commercial goods and products only. With some limited exceptions, it does not apply to personal, family, or household goods, nor does it apply to auctions, ships, aircraft, or intangibles and services. The position of computer software is 'controversial' and will depend upon various conditions and situations.
Importantly, parties to a contract may exclude or vary the application of the CISG.
Interpretation of the CISG must consider the "international character" of the convention, the need for uniform application, and the need for good faith in international trade.