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VENTE INTERNATIONALE DE MARCHANDISES

International sales contracts - unification and divergencies


In the area of international sales contracts, in one of the most important types of international commercial relations, the interests of business requires an international unified law for the promotion of international trade.
The advantage of unified law is that it avoids the hazards of applying private international law and foreign substantive law on different national forums, and therefore reduces the legal risk of international businesses, thereby providing a greater level of certainty to businessmen. Unified law promotes greater legal predictability and security. The uniform law, in its current form, was established by the UN Convention on Contracts for International Sale of Goods (CISG), signed in 1980. The success of the CISG can be measured both by the large number of Contracting States (including almost all major states in international trade) and the large number of cases decided by courts and arbitral tribunals under the CISG.
The CISG came into effect in 1988, today 74 states have ratified it and will in time be subscribed to by over 100 countries.
 

         Work of the UIA International Sale of Goods Commission

The Commission examines primarily the achievements in the unification of international sales law, the application of the uniform rules  by national courts and international commercial arbitrations, focusing the main practical problems relating to the performance of the contract for international sale. Further, as unification does not cover all aspects of sales contracts (i.e. validity or 'property' issues), the Commission analyses the sales law provisions of different national legal systems as well ("Issues not Covered by the CISG"), discovering both common and divergent points. In addition to international sale, the Commission examines different aspects of international distribution agreement as one of the most frequent transactions in international commerce today.

Besides the CISG, other documents of uniform contract law even those with a broader scope of application than the international sales contracts, UNIDROIT Principles of International Commercial Contracts andPrinciples of European Contract Law (PECL), are discussed at the Commission's sessions. In addition, OHADA law is also regularly on the agenda. The debates have always been and will certainly be passionate.

At each annual congress, the Commission organizes a half-day session on current developments in international sales and distribution of goods. Our Commission works very often hand in hand with other commissions of the UIA (in particular with the Contract Law Commission), with which several seminars and interactive workshops were organized on topics such as “Current developments in international sales and distribution of goods (the CISG in practice)” or “Drafting efficient and effective international sales and distribution agreements”.

The important news is that in future the Commission plans to organize two additional types of events: (1) educational seminars, i.e. interactive practice oriented and practice building events, with the purpose to deepen and strengthen the basic knowledge of CISG and to share practical experiences from all around the world, and (2) round tables, which would be opportunities for in-depth analysis and discussions of selected issues, conducted by a group of highly qualified CISG-lawyers in our Commission.

Ideally the works of the round tables could be from time to time shared with, or communicated to, leading instances in the field of CISG, such as UNCITRALPace University/Clout, the CISG Advisory Council, etc., in the form of reports, conclusions or recommendations.

The Commission further cooperates with national bar associations in organizing 'road shows' to present the CISG, such as those held in Belgrade (2008), and in Skopje (2009). Sadly, the road-show planned for Brussels in the Spring of 2016 had to be cancelled.

For the upcoming Toronto Annual meeting of the UIA, the Commission has the set up the following program, which again will hopefully be a unique opportunity for the members to exchange interactively their experiences, concerns and questions:

International sales contracts: practical introduction to the CISG

-   When does the CISG apply and not apply?

-   Risks when excluding the CISG

-   Issues not covered by CISG : how to best regulate them ?

Short refresher and workshop about the lack of conformity under the CISG – the four remedies available to the buyer – the limitation/exclusion of liability

The CISG from a Canadian perspective

How to choose the right Incoterm?

Dispute resolution in international contracts of sale

The recourse to international arbitration

-   Arbitration or court jurisdiction?

-   Effectiveness of arbitration clauses

-   Provisional measures, simplified proceedings

-   The relevance of the place(s) of enforcement of the award

-   What about Canada ?

The recourse to national courts

-   Choice of forum clauses: conditions for effectiveness

-   How does EU Regulation 1715/2017 affect decisions on validity of choice of forum clauses?

-   Clauses which determine the place of delivery (art. 7(1)(b) Regulation  1715/2017)

-   What about Canada ?

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