Excluding the United Nations Convention on Contracts for the International Sale of Goods (Cisg)

Excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG)

The United Nations Convention on Contracts for the International Sale of Goods (CISG) is an international treaty that governs contracts for the sale of goods between parties from different countries. It has been adopted by more than 90 countries worldwide and has become one of the most widely used legal instruments for international trade.

However, despite its widespread adoption, there are some circumstances under which parties may want to exclude the application of the CISG to their international sales contracts. In this article, we will explore the reasons why parties may choose to exclude the CISG and the implications of such exclusions.

Why Exclude the CISG?

1. Choice of Law

The first reason parties may want to exclude the CISG is to have more control over the choice of law that will govern their contract. While the CISG is often used as the governing law by default, parties may prefer to choose a different law that is more favorable to their business interests. By excluding the CISG, parties can choose a different law that better suits their needs.

2. Certain Provisions of the CISG

Another reason parties may want to exclude the CISG is because they are not happy with certain provisions of the Convention. For example, the CISG does not impose liability for a breach of contract based on foreseeability, which may be a concern for parties who want to limit their exposure to liability. By excluding the CISG, parties can negotiate their own liability provisions that better suit their needs.

3. Avoiding Legal Uncertainty

Finally, parties may want to exclude the CISG to avoid legal uncertainty. While the CISG has been adopted by many countries, its interpretation and application may vary from one jurisdiction to another. By excluding the CISG, parties can avoid this uncertainty and choose a law that is more predictable.

Implications of Excluding the CISG

If parties choose to exclude the CISG, they must choose a different law to govern their contract. This can be a national law or a different international treaty. The choice of law will have important implications for the interpretation and enforcement of the contract.

Furthermore, parties must be aware that excluding the CISG may limit their ability to benefit from the uniformity and predictability that the Convention provides. In particular, if parties choose different laws to govern their contract, there may be differences in the remedies available for breach of contract, as well as in the interpretation of key terms.

Conclusion

Excluding the CISG from international sales contracts is a decision that should not be taken lightly. While there may be good reasons to do so, parties must be aware of the implications of excluding the Convention and must ensure that the law they choose to govern their contract is appropriate for their needs. As always, it is important to obtain legal advice before making any decisions that have significant legal consequences.

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