United Nations Convention on Contracts for the International Sale of Goods Members
Although the Convention has been accepted by a large number of States, it has been the subject of some criticism. Under the UCC Fraud Act (inherited from the common law), contracts selling goods for $500 or more are generally unenforceable unless they are in writing. In general, the goods must have the quality, quantity and description required by the contract, be packed appropriately and adapted to use. [45] The seller is obliged to deliver goods that are not the subject of claims by third parties for infringement of industrial or intellectual property rights in the State in which the goods are to be sold. [46] The buyer is required to inspect the goods immediately and, subject to certain restrictions, to inform the seller of any lack of conformity within a “reasonable time” and no later than two years after receipt. [47] Second, companies will increasingly pressure lawyers and governments to make international trade disputes over the sale of goods more profitable and reduce the risk of being forced to apply a legal system that could be completely alien to their own. Both of these objectives can be achieved through the use of the United Nations Convention on Contracts for the International Sale of Goods. [25] A key point of contention is whether a contract requires a written memorial to be binding. The CISG allows a sale to be signed verbally or not,[29] but in some countries contracts are only valid if they are in writing. However, in many countries, oral treaties were accepted, and those States had no objection to the signature, so States with a strict written obligation exercised their ability to exclude articles that referred to oral treaties so that they could also sign.
[30] In interpreting the United Nations Convention on Contracts for the International Sale of Goods, account must be taken of the “international character” of the Convention, the need for uniform application and the need for good faith in international trade. Disputes concerning the interpretation of the United Nations Convention on Contracts for the International Sale of Goods will be settled by applying the “general principles” of the United Nations Convention on Contracts for the International Sale of Goods or, if these principles do not exist but the issues are governed by the United Nations Convention on Contracts for the International Sale of Goods (un gap praeter legem), by applying the rules of private international law. [28] However, since the United States ratified the CISG, it has the power of federal law and replaces UCC-based constitutional law under the supremacy clause of the Constitution. The United States` reservations to the CISG include the provision that the CISG applies only to contracts concluded with parties in other CISG Contracting States, a reservation authorized by the CISG in article 95. Therefore, the CISG applies to international contracts for the sale of goods between a United States company and a company of a Contracting State, unless the choice of law clause of the contract expressly excludes the provisions of the CISG. .
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