CISG英文.docx

1、CISG英文United Nations Convention on Contracts for the International Sale of GoodsContents.PREAMBLEPART I. Sphere of application and general provisionsCHAPTER 1. Sphere of applicationCHAPTER II. General provisionsPART II. Formation of the contractPART III. Sale of goodsCHAPTER I. General provisionsCHA

2、PTER II. Obligations of the sellerSection I. Delivery of the goods and handing over of documentsSection II. Conformity of the goods and third party claimsSection III. Remedies for breach of contract by the buyerCHAPTER III. Obligations of the buyerSection I. Payment of the price Section II. Taking d

3、eliveryCHAPTER IV. Passing of riskCHAPTER V. Provisions common to the obligations of the seller and ofthe buyerSection I. Anticipatory breach and instalment contractsSection II. DamagesSection III. InterestSection VI. Preservation of the goodsPART IV. Final provisions. PREAMBLEThe States Parties to

4、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 establishment of a New International Economic Order,Considering that the development of international trade on the basis of equality and m

5、utual 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 the international sale of goods and take into account the different social, economic and legal systems would contribute to the removal

6、 of legal barriers in international trade and promote the development of international trade,Have agreed as follows:Part I. Sphere.(兴趣或活动的)范围, 领域, 阶层；界 of application and general provisionsCHAPTER 1. SPHERE OF APPLICATIONArticle 1(1) This Convention applies to contracts of sale of goods between part

7、ies 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 the application of the law of a Contracting State.(2) The fact that the parties have their places of business in different States is to be disreg

8、arded whenever this fact does not appear either from the 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 commercial character of the parties or of

9、the contract is to be taken into consideration in determining 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 ou

10、ght to have known that the goods were bought for any such use;(b) by auction;(c) on execution 法律执行令状or otherwise by authority of law其他令状;(d) of stocks, shares, investment securities, negotiable instruments or money;公债、股票、投资证券、流通票据或货币的销售(e) of ships, vessels, hovercraft or aircraft;(f) of electricity

11、.Article 3(1) Contracts for the supply of goods to be manufactured or produced are to be considered sales unless the party who orders the goods undertakes to supply a substantial part of the materials necessary for such manufacture or production.(2) This Convention does not apply to contracts in whi

12、ch the preponderant优势part of the obligations 绝大部分义务of the party who furnishes the goods consists in 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 contra

13、ct. In particular, except as otherwise expressly provided in this Convention, it is not concerned with:(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商品出售.Article 5This Convention does not apply

14、 to the liability of the seller for death or personal injury caused by the goods to any person.Article 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 in

15、terpretation of this Convention, regard is to be had to its international character and to the need to 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

16、to be settled in conformity with the general principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the rules of private international law.Article 8(1) For the purposes of this Convention， statements made by and other conduct of a pa

17、rty are to be interpreted according to his intent where the other party knew or could not have been unaware what that intent was.(2) If the preceding paragraph is not applicable, statements made by and other conduct of a party are to be interpreted according to the understanding that a reasonable pe

18、rson of the same kind as the other party would have had in the same circumstances.(3) In determining the 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 whi

19、ch the parties have established between themselves, usages and any subsequent conduct of the parties.Article 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,

20、to have impliedly made applicable to their contract or its formation a usage of which the parties knew or ought to have known 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

21、purposes of this Convention:(a) if a party has more than one place of business, the place of business 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

22、the contract;(b) if a party does not have a place of business, reference is to be made 要作出参考to his habitual 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 witness

23、es.Article 12Any provision of article 11, article 29 or Part II of this Convention that allows a contract of 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

24、his place of business in a Contracting State which has made a declaration under article 96 of this Convention. The parties may not derogate from or vary the effect of this article.Article 13For the purposes of this Convention writing includes telegram and telex电报和电传.Part II. Formation of the contrac

25、tArticle 14(1) A proposal for concluding a contract addressed to one or more specific persons constitutes an offer 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

26、or implicitly fixes or makes provision for determining the quantity and the price.(2) A proposal other than one addressed 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.Article 15(

27、1) An offer becomes effective when it reaches the offeree.(2) An offer, even if it is irrevocable不可撤销, may be withdrawn 撤回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 of

28、feree before he has dispatched an acceptance.(2) However, an offer cannot be revoked: (a) if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable; or (b) if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has ac

29、ted in reliance on the offer. Article 17An offer, even if it is irrevocable, is terminated when a rejection reaches the offeror.Article 18(1) A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to 1.共计 2.

30、意味着 3.发展成acceptance.(2) An acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acceptance is not effective if the indication of assent does not reach the offeror within the time he has fixed or, if no time is fixed, within a reasonable time, due ac

31、count being taken of the circumstances of the transaction, including the rapidity1.快,迅速 of the means of communication employed by the offeror. An oral offer must be accepted immediately unless the circumstances indicate otherwise.(3) However, if, by virtue of the offer or as a result of practices which the parties have established between themselves or of usage, the offeree