Acronym for the United Nations Convention on Contracts for the International Sale of Goods, also known as the Vienna Convention (lawyers avoid that name because there are several Vienna Conventions), a convention that applies standardized legal terms to international contracts for the sale of goods between countries that are parties to it. The CISG can be opted out of by a choice of law clause, (and where it would not otherwise apply can also often be opted into). UNCITRAL maintains a webpage with links to case law digests
A trap for the unwary in international contracts is that in the USA, the CISG as a treaty has the status of Federal Law, pre-empting State law – or more accurately making the CISG effectively state law. Thus a contract for the international sale of goods that specifies for example New York, California or other state law, may, depending on its details, still fall under the CISG – so international goods and sometimes mixed goods and services contracts with US parties will routinely exclude the CISG.
The CISG is largely reflexively excluded by lawyers, although there may in certain instances be advantages to allowing it to apply. Among its key differences over common law and the United States’ Uniform Commercial Code (UCC), are that it:
- Does not include a parol evidence rule or statute of frauds, which means that pre-contractual negotiations, correspondence and verbal commitments may be considered part of a contract- indeed Article 8 explicitly allows parol evidence;
- Includes a ‘last shot’ rule for contractual correspondence, so that language included in say an order form can, if is the last contractual document exchanged, become a term of the contract, thus creating a battle of the forms;
There may be circumstances in which allowing the CISG is preferable to excluding it, but they require careful consideration if a well developed system of law is available.
The CISG applies to contracts between contracting parties located in the following 63 countries who have entered into the convention: Argentina; Australia; Austria; Belarus; Belgium; Bosnia & Herzegovina; Bulgaria; Burundi; Canada; Chile; China; Colombia; Croatia; Cuba; Czech Republic; Denmark; Ecuador; Egypt; Estonia; Finland; France; Georgia; Germany; Greece; Guinea; Honduras; Hungary; Iceland; Iraq; Israel; Italy; Kyrgyzstan; Latvia; Lesotho; Lithuania; Luxembourg; Mauritania; Mexico; Moldova; Mongolia; Netherlands; New Zealand; Norway; Peru; Poland; Republic of Korea; Romania; Russian Federation; Saint Vincent and the Grenadines; Serbia and Montenegro; Singapore; Slovakia; Slovenia; Spain; Sweden; Switzerland; Syrian Arab Republic; Uganda; Ukraine; Uruguay; USA; Uzbekistan; and Zambia.