联合国国际货物销售合同公约
U. N. CONVENTION OF CONTRACTS FOR THE INTERNATIONAL SALE OFGOODS

颁布日期：19800411 　实施日期：19800411 　颁布单位：联合国

The States Parties to this Convention，

Bearing in mind the broad objectives in the resolutions adopted by thesixth special session of the General Assembly of the United Nations on theestablishment of a New International Economic Order，

Considering that the development of international trade on the basisof equality and mutual benefit is an important element in promotingfriendly relations among States，

Being of the Opinion that the adoption of uniform rules which governcontracts for the international sale of goods and take into account thedifferent social， economic and legal systems would contribute to theremoval of legal barriers in international trade and promote thedevelopment of international trade，

Have Agreed as follows：

Part 1 Sphere of Application and General Provisions

Chapter I Sphere of Application

Article 1

（1） This Convention applies to contracts of sale of goods betweenparties whose places of business are in different States：

（a） when the States are Contracting States； or

（b） when the rules of private international law lead to theapplication of the law of a Contracting State.

（2） The fact that the parties have their places of business indifferent States is to be disregarded whenever this fact does not appeareither from the contract or from any dealings between， or from informationdisclosed by， the parties at any time before or at the conclusion of thecontract.

（3） Neither the nationality of the parties nor the civil or commercialcharacter of the parties or of the contract is to be taken intoconsideration in determining the application of this Convention.

Article 2

This Convention does not apply to sales：

（a） of goods bought for personal， family or household use， unless theseller， at any time before or at the conclusion of the contract， neitherknew nor ought to have known that the goods were bought for any such use；

（b） by auction；

（c） on execution or otherwise by authority of law；

（d） of stocks， shares， investment securities， negotiable instrumentsor money；

（e） of ships， vessels， hovercraft or aircraft；

（f） of electricity.

Article 3

（1） Contracts for the supply of goods to be manufactured or producedare to be considered sales unless the party who orders the goodsundertakes to supply a substantial part of the materials necessary forsuch manufacture or production.

（2） This Convention does not apply to contracts in which thepreponderant part of the obligations of the party who furnishes the goodsconsists in the supply of labour or other services.

Article 4

This Convention governs only the formation of the contract of sale andthe rights and obligations of the seller and the buyer arising from such acontract. In particular， except as otherwise expressly provided in thisConvention， it is not concerned with：

（a） the validity of the contract or of any of its provisions or of anyusage，

（b） the effect which the contract may have on the property in thegoods sold.

Article 5

This Convention does not apply to the liability of the seller fordeath or personal injury caused by the goods to any person.

Article 6

The parties may exclude the application of this Convention or， subjectto article 12， derogate from or vary the effect of any of its provisions.

Chapter II General Provisions

Article 7

（1） In the interpretation of this Convention， regard is to be had toits international character and to the need to promote uniformity in itsapplication and the observance of good faith in international trade.

（2） Questions concerning matters governed by this Convention which arenot expressly settled in it are to be settled in conformity with thegeneral principles on which it is based or， in the absence of suchprinciples， in conformity with the law applicable by virtue of the rulesof private international law.

Article 8

（1） For the purposes of this Convention statements made by and otherconduct of a party are to be interpreted according to his intent where theother party knew or could not have been unaware what that intent was.

（2） If the preceding paragraph is not applicable， statements made byand other conduct of a party are to be interpreted according to theunderstanding that a reasonable person of the same kind as the other partywould have had in the same circumstances.

（3） In determining the intent of a party or the understanding areasonable person would have had， due consideration is to be given to allrelevant circumstances of the case including the negotiations， anypractices which the parties have established between themselves， usagesand any subsequent conduct of the parties.

Article 9

（1） The parties are bound by any usage to which they have agreed andby any practices which they have established between themselves.

（2） The parties are considered， unless otherwise agreed， to haveimpliedly made applicable to their contract or its formation a usage ofwhich the parties knew or ought to have known and which in internationaltrade is widely known to， and regularly observed by， parties to contractsof the type involved in the particular trade concerned.

Article 10

For the purposes of this Convention：

（a） if a party has more than one place of business， the place ofbusiness is that which has the closest relationship to the contract andits performance， having regard to the circumstances known to orcontemplated by the parties at any time before or at the conclusion of thecontract；

（b） if a party does not have a place of business， reference is to bemade to his habitual residence.

Article 11

A contract of sale need not be concluded in or evidenced by writingand is not subject to any other requirement as to form. It may be provedby any means， including witnesses.

Article 12

Any provision of article 11， article 29 or Part II of this Conventionthat allows a contract of sale or its modification or termination byagreement or any offer， acceptance or other indication of intention to bemade in any form other than in writing does not apply where any party hashis place of business in a Contracting State which has made a declarationunder article 96 of this Convention. The parties may not derogate from orvary the effect of this article.

Article 13

For the purposes of this Convention “writing” includes telegram andtelex.

Part II Formation of the Contract

Article 14

（1） A proposal for concluding a contract addressed to one or morespecific persons constitutes an offer if it is sufficiently definite andindicates the intention of the offeror to be bound in case of acceptance.A proposal is sufficiently definite if it indicates the goods andexpressly or implicitly fixes or makes provision for determining thequantity and the price.

（2） A proposal other than one addressed to one or more specificpersons is to be considered merely as an invitation to make offers， unlessthe contrary is clearly indicated by the person making the proposal.

Article 15

（1） An offer becomes effective when it reaches the offeree.

（2） An offer， even if it is irrevocable， may be withdrawn if thewithdrawal reaches the offer be fore or at the same time as the offer.