International sales contracts - unification and divergencies
In the area of international sales contracts, one of the most important types of international transactions, the interests of business requires international unified rules.
Unified law helps to avoid the hazards of applying private international law and foreign substantive law on different national forums, and therefore reduces the legal risk, providing a greater legal predictability and security. The uniform law for International Sales, 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 94 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 on 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 agreements 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 and Principles 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 works of this seminar were published in a book, which is one of the most successful of the UIA / LexisNexis Publication Collection.
In the special circumstances of the year 2020 and its travel restrictions due to the worldwide pandemic, the Commission had to re-invent itself and organize new types of events and online activities:
(1) a webinar on the impacts of the corona crises on international contracts – how to react if you can’t perform. The recording is available here: https://youtu.be/_y8Azh6g-Bs
(2) on July 15, 2020, the UIA, with the support of our Commission, recognized the UNIDROIT Principles of International Commercial Contracts 2016 as an excellent option for consideration by international lawyers and clients. See the news: https://www.uianet.org/fr/actualites/uia-signs-resolution-recommending-consideration-unidroit-principles-international
(3) a podcast dedicated to the challenges of the COVID-19 crisis. I discussed with Christoph Oertel the multiples effects of the crisis on international sales contracts, giving valuable tips on how to handle these issues and what steps to take now. I encourage you to tune in (available here: https://www.uianet.org/en/uia-podcasts#tab_content_360667)
(4) we are planning to launch our own special podcast series, dedicated to CISG, to celebrate its 40th anniversary.
Ideally, we will keep up some of these activities after the current crisis, as a means to stay in touch between congresses and seminars.
For that purpose, we have also initiated a LinkedIn group https://www.linkedin.com/groups/8942738/. We invite you to join the group and keep the discussion active and lively. You can discuss anything related to international sales, share articles, experiences and events. Feel free to contribute in French, Spanish and English and to invite relations from your network.
For the upcoming Virtual Annual meeting of the UIA, the Commission has the set up the following program, jointly with the Contract Law Commission and the Litigation Commission, which again will hopefully be a unique opportunity for the members to exchange interactively their experiences, concerns and questions:
“Limiting Liability – What’s The Risk?”
During the negotiation of international commercial agreements the exact exposure in relation to damages and performance is often not properly identified, anticipated or understood. Parties can be unaware:
• that their attempts at limiting or excluding their liability may be ineffective;
• of the true nature of the law of damages in the chosen governing law of the contract; and
• of the fundamental differences of approach in common law and civil law systems.
Through examination of real life practical examples and litigated cases, international specialists from the Contract Law, International Sale of Goods and Litigations Commissions will provide a wide-ranging and detailed understanding of the relevant considerations. Audience participation and interaction will be encouraged with the aim that all participants will better their understanding of how to (1) effectively draft and negotiate international contracts and (2) to manage liability and litigation risk, which are of more importance than ever to all practitioners and clients in the current times we face.
More information: https://www.uianet.org/en/events/virtual-congress
UIA Congress - Rome 2023
See Burghard Piltz's speech at the 2023 UIA Congress in Rome: https://youtu.be/J-OnTY8RDSs
