UNCITRAL, HCCH and Unidroit

1 UNCITRALUNITED NATIONS COMMISSION ON INTERNATIONAL TRADE LAWUNCITRAL, HCCH and UnidroitLegal Guide to Uniform Instruments in the Area of International Commercial Contracts, with a Focus on SalesUNITED NATIONSF urther information may be obtained from: uncitral secretariat, Vienna International Box 500, 1400 Vienna, AustriaTelephone: (+43-1) 26060-4060 Telefax: (+43-1) 26060-5813 Internet: E-mail: HCCH and Unidroit Legal Guide to Uniform Instruments in the Area of International Commercial Contracts, with a Focus on SalesUNITED NATIONSV ienna, 2021 UNITED NATIONS COMMISSION ON INTERNATIONAL TRADE LAWHAGUE CONFERENCE ON PRIVATE INTERNATIONAL LAWINTERNATIONAL INSTITUTE FOR THE UNIFICATION OF PRIVATE LAWUNITED NATIONS PUBLICATIONS ales No.

2 : 978-92-1-130420-6e-ISBN 978-92-1-005529-1 United Nations, February 2021. All rights designations employed and the presentation of material in this publication do not imply the expression of any opinion whatsoever on the part of the Secretariat of the United Nations concerning the legal status of any country, territory, city or area, or of its authorities, or concerning the delimitation of its frontiers or production: English, Publishing and Library Section, United Nations Office at summary.

3 ViiI . Introduction .. 1A . Origin and purpose of the Guide .. 1B . Scope and approach .. 3II . Why read the Guide? .. 5 III . Determination of the law applicable to international commercial contracts .. 9A . Direct application of a uniform law treaty .. 9B . Application of PIL rules .. 111 . Application of PIL rules when parties make a choice of law .. 122 . Application of PIL rules in the absence of a parties choice .. 20C . Mandatory rules and public policy.

4 23IV . Substantive law of international sales .. 27A . United Nations Convention on Contracts for the International Sale of Goods .. 271 . Scope of application bases for applying the CISG .. 272 . Obligations of the parties (including passing of risk and preservation of goods) .. 41B . Limitation Convention .. 641 . The purpose of the Limitation Convention .. 642 . Scope of application of the Limitation Convention .. 653 . Provisions on limitation periods .. 664 . Interaction with other uniform law instruments.

5 70C . Unidroit Principles of International Commercial Contracts .. 721 . What are the purposes of the UPICC? .. 722 . How were the UPICC developed? .. 723 . Editions and language versions .. 734 . What is the meaning of principles of contract law? .. 74iv5. What are the basic differences as compared to the CISG and what is their nature? .. 746. How can the UPICC be used in practice? .. 757. How would judges and arbitrators apply a clause designating the UPICC as the applicable law of the contract?

6 768. Indirect application as a means of interpretation and supplementation .. 789. What is the scope of application of the UPICC? .. 7910. Substantive provisions: general overview .. 8011. Selected features .. 8412. How do the UPICC interact with other uniform law instruments? .. 86D. Uniform Rules on Contract Clauses for an Agreed Sum Due upon Failure of Performance .. 881. Relationship with right to specific performance .. 892. Relationship with right to damages .. 893. Reduction of the agreed sum by the court or arbitral tribunal.

7 90E. Regional texts .. 90F. Model contracts based on uniform texts .. 911. ICC Model International Sales Contract and developing neutral legal standards for international contracts .. 912. International Trade Centre guidance texts .. 923. International Bar Association drafting guide .. 92V. Recurring legal issues arising in connection with sales contracts .. 93A. Use of electronic means .. 93B. Distribution contracts .. 95C. Agency .. 97D. Software, data and intellectual property issues.

8 98E. Countertrade and barter .. 100vAnnex .. 101A. Resources provided by the HCCH, uncitral and Unidroit .. 1011. hague Conference on Private International Law .. 1012. uncitral and other United Nations entities .. 1023. Unidroit .. 103B. Other resources .. 1051. Determination of the law applicable to international commercial contracts .. 1052. Substantive law of international sales .. 1053. Unidroit Principles on International Commercial Contracts .. 1064. Websites cited in the present Guide .. 107viiExecutive summaryThe present Guide offers an overview of the uniform law instruments in the area of international commercial contracts.

9 Chapters I and II provide information on the origin and purpose, scope and approach, and intended readership of the Guide. Chapter III deals with issues of private international law, namely the determination of the law applicable to international commercial contracts, whether chosen or not by the parties. Reference is made to the texts prepared by the hague Conference on Private International Law (HCCH), specifically, the HCCH Principles on Choice of Law in International Commercial Contracts.

10 Chapter IV deals with the uniform law of international sales, discussing in particular the provisions of the United Nations Convention on Contracts for the International Sale of Goods, the Convention on the Limitation Period in the International Sale of Goods and the Unidroit Principles of International Commercial Contracts, and their interaction. Chapter IV also contains a reference to regional uniform texts and to model contracts based on uniform texts. Chapter V contains a summary of recurring legal issues that arise frequently in connection with sales contracts and how they are addressed in uniform law and purpose of the several decades, the hague Conference on Private International Law(HCCH), the United Nations Commission on International Trade Law ( uncitral ) and the International Institute for the Unification of Private Law ( Unidroit )