Since the above checklist does not cover all the topics that should be covered in an international commercial contract, and each international commercial contract raises unique issues, any company or person considering entering into an international commercial contract should use the services of a lawyer experienced in international business law, . B such as cantwell & Goldman PA`s international business lawyers. Call us at 866-583-9129 or contact us online. Many companies that regularly buy or sell abroad tend to stipulate in their contracts that the United Nations Convention on Contracts for the International Sale of Goods is not applicable. In general, this was more because the Convention was new and had not been fully tested than because its provisions were not feasible. The Convention is no longer new and the means of assessing how the United Nations Convention on Contracts for the International Sale of Goods has been examined and interpreted are readily available. In many common business situations, one seller or buyer must be able to believe that the other will provide the service. What can a buyer do if he learns that his seller`s usual source of supply has been cut off or that his seller has delivered defective goods to others? What can a seller do if he learns of reports that his buyer has not accepted delivery under contracts with others, or that his buyer`s regular bank has terminated the buyer`s loan and letter of credit, or that a buyer has lost his contract with an important customer? Under the United Nations Convention on Contracts for the International Sale of Goods, a party that has reasonable grounds to believe that the other party will not provide a service is in a more difficult situation than under Article 2 of the UCC. In the globalized economy, national borders seem to have disappeared. However, the opposite is true when it comes to determining which law applies to a commercial transaction.
This document will illustrate the relevance of national boundaries in determining the legal regimes applicable to contracts for the international sale of goods. In 1980, the United Nations Convention on Contracts for the International Sale of Goods (CISG) was developed specifically for contracts for the international sale of goods. Recently, the European Commission has also published a document containing provisions that may apply to contracts for the international sale of goods. On 11 October 2011, the European Commission published a proposal for a Regulation on a Common European Sales Law (`the CESL Regulation`)1xProposal for a Regulation of the European Parliament and of the Council on a Common European Sales Law, Brussels, 11 October 2011, COM(2011) 635 final. If the CESL Regulation enters into force, cross-border contracts for the purchase of goods between companies in Europe may be regulated by the CISG, CESL and/or national contract law. In this way, these different legal systems can become competitors to each other. It is therefore interesting to compare the scope of these two instruments and to compare the CESL with the CISG in order to determine which provisions are most appropriate for trade (section 2). However, it would be beyond the scope of this contribution to make a full comparison of the two instruments.
From the point of view of private international law, it is important to check whether a contract contains a choice of law clause and/or a choice of jurisdiction clause or arbitration clause. Such clauses are very often found under standard conditions. Therefore, it is interesting to compare the regulation of standard conditions in ciSG and CESL. This document will provide a comparison in this regard (section 3). It should be noted that this document is not intended to discuss the validity of choice of law and dispute settlement clauses in general. Furthermore, does it appear that the contracting parties have not actually included in their contract a dispute settlement clause, the EU Regulation on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (Brussels I)2x Council Regulation (EC) No 44/2001 of 22 December 2000 on jurisdiction, the recognition and enforcement of judgments in civil and commercial matters? may be relevant for deciding which court of the European Union has jurisdiction to hear a dispute in a particular case. The provisions of this Regulation relating to contracts for the international sale of goods which do not contain a valid dispute settlement clause shall be treated in the same way as the existing case-law of the Court of Justice of the European Union (Section 4). The CISG reverses one of the UCC`s changes to traditional U.S. sales contract law. Under the United Nations Convention on Contracts for the International Sale of Goods, if a notice of acceptance of an offer contains additional or different terms, the notice is generally considered a rejection and not an acceptance. This approach is very different from that of the UCC and can cause problems given the way business is done most often. « 2.
However, a response to a tender which purports to be an acceptance but which contains additional or different conditions which do not materially alter the terms of the tender shall constitute an acceptance, unless the tenderer immediately objects to the divergence orally or sends a notification to that effect. If he does not object, the contractual conditions are the conditions of the offer with the modifications contained in the acceptance. CISG News is an electronic newsletter dedicated to developments concerning the CISG and the legal aspects of contracts for the international purchase of goods and contains links to this and other parts of the cisgw3 database of the Institute of International Trade Law of pace University School of Law and other websites. Although buyers and sellers may contractually exclude the application of the limitation period, the four-year limitation period cannot be shortened unless it is an enforceable clause that requires arbitration to be initiated within a shorter period. Similarly, the parties may extend it only at the end of the limitation period by means of a written declaration signed by the creditor. Therefore, it appears that a supplier`s efforts to remedy a problem, taken in isolation, would not extend the limitation period. Article 2 of the UCC contains what lawyers call “a status of fraud”. According to 2-201 UCC, with a few exceptions listed in article 2-201, paragraph 3, contracts of the type to which the United Nations Convention on Contracts for the International Sale of Goods normally applies are effective against third parties only if there is a document signed by or for the party against whom performance is sought and the written letter is sufficient to indicate that a contract of sale has been concluded between the parties. If between “merchants” one party sends a letter confirming the contract to the other, if the letter is sufficient to bind the sender, and if the recipient does not object in writing within ten days of receipt, the UCC`s fraud rate obligation is fulfilled. CDU 2-201(2). But in general, according to the UCC, oral contracts for the sale of goods at a price of $500 or more are not enforceable unless the existence of a contract is recognized or payment or delivery and acceptance have taken place. In line with its approach to the consequences of performance defects, the CISG gives the Seller the right to remedy many types of breaches in the performance of its contractual obligations.
This right must be exercised in a certain way. In certain circumstances, a buyer is bound by the seller`s offer of additional performance if it does not respond within a reasonable time. An artistic concept such as the warranty could mean one thing under US law and something else under Czech law. The applicable law would likely determine which meaning applies, but it would be understandable if some confusion arose. For the purposes of an English-language contract, which is governed by the law of a jurisdiction where the courts use a language other than English, it might be desirable to include critical artistic terms in that other language and in parentheses immediately after the English version, although too much of it may clutter a contract. .