1、Drafting CISG Contracts and Documents and Compliance Tips for TradersDrafting CISG Contracts and Documents and Compliance Tips for TradersGuide for Managers and Counsel January 2004 Prepared by John P. McMahon * Introduction - Suggested procedures, contract clauses, documents Suggestions regarding:
2、Part I. Sphere of Application and General Provisions - Art. 1. Applying the CISG by contract - Art. 2. Applying the CISG to contracts excluded by Art. 2 - Art. 3. Mixed contracts for goods and services - Art. 6. Excluding the Convention or parts of it - Art. 7. Filling gaps in the contract and the C
3、onvention - Arts. 8, 11. Dealing with external evidence of intent - Art. 9. Dealing with the applicability of trade usages - Art. 10. Specifying place of business for CISG purposes - Art. 11. Requiring a written contract - Art. 13. Specifying the form of notices and writings for purposes of the cont
4、ract and the CISG Part II. Formation of the Contract - Art. 14. Preventing an indication from constituting an offer - Art. 16. Revocable and irrevocable offers - Art. 18. Dealing with acceptance by performing an act - Art. 19. Dealing with acceptances containing additional or different terms - Art.
5、21. Offerors notice that late acceptance is effective or ineffective Part III. Sale of Goods - Arts. 25, 49, 64. Modifying the meaning of fundamental breach - Art. 26. Notice of avoidance for breach - Art. 27. Undelivered communications - Art. 28. Ruling out or requiring a judgment or arbitral award
6、 mandating performance - Art. 29. Modifying and terminating contracts - Arts. 30-32, 60, 66-69. Convention provisions governing delivery and acceptance - Art. 35. Convention requirements concerning conformity of the goods - Art. 39. Buyers notice of lack of conformity - Art. 43. Buyers notice of rig
7、ht or claim of third party - Art. 44. Buyers excused failure to give notice - Art. 46. Buyers request for substitute goods - Art. 47. Fixing additional time for performance - Art. 48. Sellers right to cure - Art. 50. Remedy of price reduction - Art. 65. Sellers notice of specifications - Art. 71. No
8、tice of suspension of performance - Art. 72. Notice of intent to declare contract avoided - Art. 73. Avoidance of contracts for delivery of goods by installments - Art. 74. Defining or limiting compensatory damages - Art. 77. Mitigation of damages - Arts. 78, 84(1). Dealing with interest - Art. 79.
9、Dealing with force majeure and hardship - Art. 88. Notice of intention to sell INTRODUCTION This part of the Guide presents contract clauses and documents suggesting an approach to dealing with contract issues and tips for contract administration when the CISG applies. It provides a starting point,
10、not legal advice. You must determine whether the procedures, contract clauses and documents included here suit your situation, before adopting them. We will re-evaluate, revise and expand what we say here from time to time. You are welcome to suggest refinements and additional contract terms and doc
11、uments. If we adopt your suggestion, we will give you a by-line. The focus here is on procedures, clauses and documents suggested by the provisions of the CISG. This is not a manual on sales contract drafting. There are numerous sources of model contracts and clauses and of guidance on using them. L
12、egal publishers, for example, Business Laws, Inc.; West Publishing Co.; The Lawyers Co-Operative Publishing Co.; Warren, Gorham & Lamont; Kluwer Law International; and Clark, Boardman, Callaghan, publish sales contract forms and clauses. Often, their products include checklists that will help you av
13、oid overlooking something that ought to be covered. Some are available on disk, so they are easy to use. Visit the publishers web sites or request their catalogues to obtain more information. There are free and fee based sources of contract forms on the Internet. The free forms are likely to be too
14、basic for your needs. For a list of web sites where you will find contract forms, among others, see Other sources of suggestions for drafting contracts falling under the Convention include: Albert Kritzer, Guide to Practical Applications of the United Nations Convention on Contracts for the Internat
15、ional Sale of Goods, Volume 1 International Contract Manual, Kluwer (1991); Contract Checklists, Albert Kritzer, Editor, Volume 3, International Contract Manual, (1991); E. Allan Farnsworth, Review of Standard Forms or Terms Under the Vienna Convention, 21 Cornell Intl L.J. 439-447 (1988) ; Peter Winship, Changing Contract Practices in Light of the United Nations Sales Convention: A Guide for Practitioners, 29 Intl Lawyer 525, 538 (1995) http:/cisgw3.law.pace.edu/cisg/biblio/winship
