The application of cisg in united states experience for vietnam

HO CHI MINH CITY UNIVERSITY OF LAW MANAGING BOARD OF SPECIAL TRAINING PROGRAMS BACHELOR’S THESIS INTERNATIONAL LAW MAJOR THE APPLICATION OF CISG IN UNITED STATES EXPERIENCE FOR VIET NAM Student : NGUYỄN HOÀNG PHƯỚC HẠNH Student ID : 1055050083 Class : CLC35 Supervisor : LLD LÊ THỊ ÁNH NGUYỆT HO CHI MINH CITY, 2014 HO CHI MINH CITY UNIVERSITY OF LAW MANAGING BOARD OF SPECIAL TRAINING PROGRAMS BACHELOR’S THESIS REGULAR TRAINING PROGRAM COURSE 35TH (2010 – 2014) THE APPLICATION OF CISG IN UNITED STATES EXPERIENCE FOR VIET NAM Student : NGUYỄN HOÀNG PHƯỚC HẠNH Student ID : 1055050083 Class : CLC35 Supervisor : LLD LÊ THỊ ÁNH NGUYỆT HO CHI MINH CITY, 2014 DECLARATION I hereby certify that the bachelor‟s thesis “The application of CISG in United States – Experience for Vietnam” is entirely the result of my own work, and that no material is included for which a degree has previously been conferred The entire content demonstrated within this thesis is constituted by my own effort, under the supervisor of LLD Le Thi Anh Nguyet I myself undertake any responsibility for above declaration Ho Chi Minh City, July 22nd, 2014 Nguyen Hoang Phuoc Hanh TABLE OF CONTENTS INTRODUCTION .1 Chapter THE OVERVIEW AND RATIFICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IN UNITED STATES 1.1 The overview of the United Nations Convention on Contracts for the International Sale of Goods 1.1.1 The origin of CISG 1.1.2 The scope of application and General Provisions 10 1.1.3 CISG achievements 14 1.2 The ratification and implementation of the United Nations Convention on Contracts for the International Sale of Goods in United States 18 1.2.1 The ratification of CISG in United States .18 1.2.2 The relationships between the CISG and UCC .21 Chapter THE APPLICATION OF CISG IN UNITED STATES AND EXPERIENCE FOR VIETNAM 29 2.1 Scope of application 29 2.1.1 The application of CISG on Scope of application in United States 29 2.1.2 Experience for Vietnam 34 2.2 Formation of contract 35 2.2.1 The application of CISG on Formation of Contract in United States .35 2.2.2 Experience for Vietnam 41 2.3 Obligation of the Seller .45 2.3.1 The application of CISG on Obligation of the Seller in United States 45 2.3.2 Experience for Vietnam 50 CONCLUSION 52 BIBBLIOGRAPHY APPENDIXES INTRODUCTION The necessity of the thesis The Vienna Convention 1980 of the United Nations (CISG - Convention on Contracts for the International Sale of Goods) was prepared by the United Nations Commission on International Trade Law (UNCITRAL)1 with an effort of unifying source of applicable law in international transactions As for 2014, CISG nowadays has 81 countries ratified2 and have achieved many great successes Generally, each Contracting State has its own different way to adopt and implement the Convention.3 Whereas other countries ratify and implement the whole regulations of CISG, only few countries declared important reservations and United States is one of them In fact, just China (PRC), Czech Republic, Singapore, Slovakia and the United States, five over 81 countries declared that they would not be bound by Article 1.1.b This declaration restricts the role of private international law in determining the applicability of the CISG when both contracting parties not have their relevant places of business in Contracting States So, this fact definitely makes United States stand out from others Some opinions may give doubt how we can earn experiences from United States However, the author finds United States is the country that worth studying the most for Vietnam in the future, provided that United States is the representatives of the common law systems that is totally different from Vietnam legal systems The reasons are as followed Firstly, United States is one of the earliest countries signed the Convention.4 Compared to the other Contracting States, United States definitely has more experiences in applying the CISG since this country has nearly 30 years in practicing So, the numbers of decisions and cases using CISG in United States is enormous compared to the remaining portion that all other contracting states http://www.uncitral.org/uncitral/en/uncitral_texts/sale_goods/1980CISG.html, accessed July 1st 2014 Appendix I – CISG Contracting States (last updated June 1st 2014) http://www.cisg.law.pace.edu/cisg/countries/cntries.html, accessed July 1st 2014, citing Examples of variations in implementation In the first 11 States to ratify: Argentina, China, Egypt, France, Hungary, Italy, Lesotho, Syria, United States of America, Yugoslavia and Zambia combine The pie chart in Appendix IV can prove the huge and diversity of United States‟ cases and precedents applying the CISG Secondly, unlike the majority of nations in the world, United States had their own domestic state law since 1952 The Uniform Commercial Code is one of a number of uniform acts that have been promulgated in conjunction with efforts to harmonize the law of sales As the results, despite adopting CISG, UCC still remains its importance in United States‟ legal system So, learning the relationship between the federal law (CISG) and the state law (UCC) can give us the clearer view of how CISG being applied in United States Consequently, it shall be the priceless lessons for Vietnam to predict the effect of CISG over the Vietnamese Commercial Law 2005 Thirdly, since 2005, United States continuously ranked as the country's largest exporter of goods in Vietnam with the export turnovers rising by 100 times in nearly 20 years Two-way trade turnover increased by an average of 20% / year; 2012, bilateral trade increased by 14% and reached 26 billion dollars Consequently, Vietnam is always a trade surplus position.5 So, understanding and gaining experience from United States is very fundamental for Vietnam nowadays So far, many researches and projects have dealt with the issue of how CISG has been applied in one specific Contracting State.6 Nevertheless, the insufficiency still exists in the specific field of studying the application of CISG because none of these researches stating the relationship and effect CISG brings to the domestic state law or analyzing in-depth the cases to get the realistic view For all above reasons, I am inspired to choose the tittle: “The application of CISG in United States – Experience for Vietnam” to my bachelor thesis Purposes of the Thesis Studying the topic named “The application of CISG in United States – Experience for Vietnam”, the author seeks to achieve these following purposes: Appendix IV.3 - Statistics For instance, Hugo Charl (1999), The United Nations Convention on the International Sale of Goods: Its scope of application from a South African perspective, 11 SA Mercantile Law Journal, page 1-27 Firstly, the thesis will provide a general understanding some fundamental academic issues in regard to the overview of The United Nations Convention on Contracts for the International Sale of Goods (CISG) Secondly, the ratification and implementation of United States will be figure out Particularly, the thesis will study the relationship and the effect CISG bring to the domestic state law of United States Thirdly, analyzing number of cases regarding to the reality of application CISG in United States so that we can examine how CISG has been adopted and applied in practice Finally, from all these presentations, the thesis will give the inestimable experiences for Vietnam in the future in case Vietnam signs to be the official Contracting States to the Convention Delimitation of the Thesis With the restriction of time and ability of the author, the thesis is not intended to provide a comprehensively deep research and analysis on the application of CISG in United States because this is a wide field containing many researches and great efforts in order to have a truly in-depth view Moreover, the Convention has 101 articles and more than 80 countries ratified, including many aspects regarding to its application and its effects over the national legal systems For that reasons, the thesis only concentrates on the application of CISG in United States and its effects over United States‟ national legal systems alone, especially in this situation is the Uniform Commercial Code (UCC) Moreover, to investigate thoroughly about the reality of implementation and the relationship between CISG and UCC, the author also analyses many cases in order to seek experiences for Vietnam Research Methodology Pursuant to the purposes stated above, there are three main methods as followed and all methods shall be used flexibly and continuously to attain the purpose of the thesis First, description method is used fundamentally in Chapter and Chapter as well as to present definitions, perspectives, approaches, provisions and different opinions over the issues; Second, comparison is utilized to clarify the relationship and interaction between CISG and UCC in Chapter with the purpose of finding the effects of the Convention on one specific Contracting State‟s national legal systems Third, analysis is also employed in all chapters, especially in Chapter 2, to give the analytical view over some case studies and withdraw the characteristics, advantages, disadvantages and reach to the final conclusion Fourth, system is mainly use in the whole thesis in order to select and arrange the information so that they can be easy to follow and make the thesis linked and reasonable Literature review There has been a great diversity of studies and specific studying with numerous approaches in relation to analyzing the CISG application From January 1st 19887 toward, more and more scholars began to formulate opinions over the CISG regulations, especially its application in the Contracting States on international sales of goods Hereby are some remarkable books and articles: - Joseph M Lookofsky, (2008), Understanding the CISG (3rd edition), Kluwer Law International: This book includes a representative sampling of the more than 2,000 CISG court judgments and arbitral awards that have been reported Concrete illustrations are provided to help clarify the way CISG rules work As it will provide law students with an effective CISG learning tool, no other CISG source is at once so authoritative and so succinct - Peter Winship, (1984), The scope of the Vienna Convention on international sales contracts in international sale of goods, Galston & Smit Edition: This research is undoubtedly the in-depth analysis on the Scope of Application The CISG came into force as a multilateral treaty on January 1st 1988 - Peter Huber, (2007), The CISG: A New Textbook for Students and Practitioners, European law publisher: The book is primarily aimed at students, academics, and practitioners who have not yet studied the Convention in detail From a comparative perspective, the book will be of particular interest as it combines a Civil Code view and a common law view on the CISG - Nguyen Trung Nam, (2010), Future of Harmonization and Unification in Contract Law Regarding “Battle of Forms”, University of the West of England: This research is another worth-reading since it is provides us the information and also analysis on the Formation of the Contracts and the Conflicts in this issue between the CISG and the UCC - Nguyen Minh Hang and My Thi Loan Đinh (2010), De xuat Viet Nam gia nhap Cong uoc Vien ve hop dong mua ban hang hoa quoc te (Study on Viet Nam’s accession to CISG (1980) – in Vietnamese), Hanoi, VCCI: This articles the source information that focuses on the advantages, disadvantages and some experience Vietnam get from another countries in joining the Convention However, researches, studies and articles that deeply, clearly and specifically pointed out the application of CISG in United States and its relationships with UCC are still rare Besides, almost researches have tendency to work on analyzing theoretically the CISG regulations rather than take an in-depth view toward cases in reality relating to applying the Convention Structure of the Thesis In addition to the Introduction and the Conclusion, in accordance with the purposes and delimitation stated above, the thesis is divided into two main parts as two following chapters: Chapter 1: An overview and the ratification of The United Nations Convention on Contracts for the International Sale of Goods (CISG) Chapter 2: The application of CISG in United States Chapter THE OVERVIEW AND RATIFICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IN UNITED STATES 1.1 The overview of the United Nations Convention on Contracts for the International Sale of Goods The „CISG‟ is shorthand for the United Nations Convention on Contracts for the International Sale of Goods 1980 The CISG regulates the rights and obligations of buyers and sellers in connection with contracts for the international sale of goods The Convention, which first entered into effect in 1988,8 is the first sales law treaty to win acceptance on a worldwide scale As of this thesis, some of 81 CISG Contracting States9 account for more than two-third of all world trade.10 The amount of money involved is enormous.11 This Convention, which applies by default or by choice in the international sales context, has also impacted on sales legislation at both the national and regional levels.12 The particular importance of the Convention is underlined by 2,500 reported cases where the CISG has been held to apply, thus evidencing the conduct of countless international traders who regularly subject their sales contracts to the Convention scope The main purpose of this Chapter is to provide a brief introduction to the CISG: to sketch out its main field of historical perspective, as well as to highlight some key features and some achievements that the CISG gains through more than 30 years of adoption In the first 11 States to ratify: Argentina, China, Egypt, France, Hungary, Italy, Lesotho, Syria, United States of America, Yugoslavia and Zambia Appendix I – CISG Contracting States (last updated June 1st 2014) 10 http://www.uncitral.org/uncitral/en/uncitral_texts/sale_goods/1980CISG_status.html, accessed May 11th 2014 11 Jan Ramberg (2002), International Commercial Transactions, Kluwer Law International, page 25 Joseph M Lookofsky (2008), Understanding the CISG (3rd edition), Kluwer Law International, page 10, citing Jenkins, S (2006), Contracting Out of Article 2: Minimizing the Obligations of Performance and Liability for Breach, 40 Loyala of Los Angeles 12 19 Vietnam Appellate Court (5 April 1996) Ng Nam Bee Pte Ltd v Tay Ninh Trade Co C BOOKS 20 Allison E Butler (2002), Interpretation of "place of business": Comparison between provisions of the CISG (Article 10) and counterpart provisions of the Principles of European Contract Law, section - "Place of Business" in the interpretation of the contract 21 Alison E Williams (2000-2001), Forecasting the Potential Impact of the Vienna Sales Convention on International Sales Law in the United Kingdom, PACE Review of the Convention on Contracts for the International Sale of Goods (CISG), Kluwer Law International 22 Anthony S.Winer (1998), The CISG Convention and Thomas Frank’s Theory of Legitimacy, Volume 19 23 Braucher, Offer and Acceptance in the Second Restatement, 74 Yale Law Journals 302 24 Bruno Zeller (2010), Obligations of the Seller, Practitioner's Guide to the CISG, Chapter 25 Charles L Knapp (1969), Enforcing the Contract to Bargain, New York University Law Review 26 Claude Witz (2009), L’essor de la Convention de Vienne en Asie, Recueil Dalloz 27 Dr Stefan Kroll (2011), The Burden of Proof for the Non-Conformity of Goods under Art 35 CISG, the University of Belgrade, Belgrade Law Review 28 Fan Yang (December 2006), The Application of the CISG in the Current PRC Law and CIETAC Arbitration Practice 29 Fritz Enderlein and Dietrich Maskow (1992), Convention on the Limitation Period in the International Sale of Goods, Oceana Publication 30 Fritz Enderlein (1996), Rights and Obligations of the Seller under the UN Convention on Contracts for the International Sale of Goods, Petar Sarcevic & Paul Volken edition, International Sale of Goods: Dubrovnik Lectures, Oceana 31 Gian Alberto Ferretti (1989), Article 10, Nuove Leggi Civili Commentate 32 Grigera Naon (1980), The UN Convention on Contracts for the International Sale of Goods, in the transnational law of International Commercial Contracts 33 Henry Deeb Gabriel (2009), Contracts for the Sale of Goods: A Comparison of U.S and Int'l Law (2nd edition) 34 James White & Robert S Summers (2000), Uniform Commercial Code (4th edition), West Publication 35 Jan Ramberg (2002), International Commercial Transactions, Kluwer Law International 36 John E Murray (1998), The Neglect of CISG: A Workable Solution, Journal of Law and Commerce 37 38 39 40 41 42 43 44 45 46 47 48 49 John Felemegas (2000), The United Nations Convention on Contracts for the International Sale of Goods: Article and Uniform Interpretation, Kluwer Law International John Honnold (1989), Documentary History of the Uniform Law for International Sales, Kluwer Law and Taxation Publisher John P McMahon (2009), Applying the CISG- Guides for Business Managers and Counsel, Guide for Managers and Counsel Joseph M Lookofsky (2000), The 1980 United Nations Convention on Contracts for the International Sale of Goods, Kluwer Law International, published by J Herbots editor Joseph M Lookofsky (2008), Understanding the CISG (3rd edition), Kluwer Law International Karen A.Monroe (2011), The CISG: The tool or trap for contracts of sale of goods, Wilk Auslander LLP LLM Ngô Thụy Hải Xuân and students (2013), Công ước Liên hiệp quốc hợp đồng mua bán quốc tế, Ho Chi Minh University of Economics Monica Kilian (2001), CISG and the Problem with Common Law Jurisdiction, Transnational Law & Policy 217 Nguyen Trung Nam (2010), Future of Harmonization and Unification in Contract Law Regarding “Battle of Forms”, University of the West of England Peter Huber (2007), The CISG: A New Textbook for Students and Practitioners, European law publisher Peter Winship (1984), The scope of the Vienna Convention on international sales contracts, in international sale of goods, Galston & Smit Edition Peter Winship (1990), Formation of International Sales Contracts under the 1980 Vienna Convention, International Lawyer Tao Martin (October 19-20, 2013), Why China Should Withdraw its Reservation to the United Nations Convention on Contract for the International Sale of Goods (CISG) under Article 95, Unification of International Trade Rules in the Age of Globalization: China and the World, Tsinghua University, Beijing, China Beijing D JOURNALS 50 Adam M.Giuliano (2005-2006), Non-Conformity in the Sale of Goods between the United States and China: The New Chinese Contract Law, the Uniform Commercial Code, and the Convention on Contracts for the International Sale of Goods, 18 Florida Journal of International Law 51 Antonin I Pribetic (2008) An unconventional Truth: Conflict of Laws Issues Arising Under the CISG, Nordic Journal of Commercial Law 52 A Rosett (1992), Unification, Harmonization, Restatement, Codification and Reform in International Commercial Law, 40 Am J of Comparative Law 683 53 Charles Sukurs (2001) Harmonizing the Battle of the Forms: A Comparison of the United States, Canada, and the United Nations Convention on Contracts for the International Sale of Goods, Vand Journals of Transnational Law 1481 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 Edita Ubartaite, (2005) Application of the CISG in the United States, European J.L Reform Franco Ferrari (1995) Specific Topics of the CISG in the Light of Judicial Application and Scholarly Writing, 15 Journal of Law and Commerce, Section II "The 'Place of Business' under CISG" Harry M Flechtner (1998), The Several Texts of the CISG in a Decentralized System: Observations on Translations, Reservations and other Challenges to the Uniformity Principle in Article 7(1), Journal of Law and Commerce Henry D.Gabriel (1999), How International is the Sales Law of the United States: The Major Changes in the Sales Provisions of the Uniform Commercial Code and Why International Commercial Law [particularly the CISG] Has Had Little Impact on the Revisions, Rome, Conferenze e Seminari no.40 Hugo Charl (1999), The United Nations Convention on the International Sale of Goods: Its scope of application from a South African perspective, 11 SA Mercantile Law Journal, page 1-27 Jenkins, S (2006), Contracting Out of Article 2: Minimizing the Obligations of Performance and Liability for Breach, 40 Loyala of Los Angeles John E Murray (1998), The Neglect of CISG: A Workable Solution, Journal of Law and Commerce John Honnold (1988), The Sales Convention in Action-Uniform International Words: Uniform Application, Journals of Law and Commerce Julian B McDonnell (1995), Definition and Dialogue in Commercial law, 89 Nw L Rev 623 Laszlo Reczei (1981), The Area of Operation of the International Sales Conventions, 29 American Journal of Comparative Law Muna Ndulo (1989), The Vienna Sales Convention 1980 and the Hague Uniform Laws on International Sale of Goods 1964: A Comparative Analysis, 38 The International and Comparative Law Quarterly Peter Winship (1990), Final Provisions of UNCITRAL's International Commercial Law Conventions, 24 International Law Richard E Speidel, (1996), The Revision of Article 2, Sales in the light of The United Nations Convention on Contract for the International Sale of Goods, Northwestern Journal of International Law and Business, Volume 16, page 171 – 190 Sally Moss (2005- 2006), Why the United Kingdom Has Not Ratified the CISG, 25 Journal of Law and Commerce Taniguchi (2013), Deepening Confidence in the Application of CISG to the Sales Agreements Between the United States and Japanese Companies, 12 Richmond Journal of Global Law & Business E REPORTS 69 Bao cao Tong ket tinh hinh thuc hien nhiem vu ke hoach nam 2009 va 2010 cua Bo Cong Thuong- in Vietnamese (Final Report Implementation plan 2009 and 2010 of Ministry of Trade) 70 71 72 73 74 75 76 77 78 79 80 81 CISG Advisory Council Declaration No 1: The CISG and Regional Harmonization CISG Advisory Council Opinion No 3, Parol Evidence Rule, Plain Meaning Rule, Contractual Merger Clause and the CISG German Federal Supreme Court's interpretation of "place of business" in ULIS Article Judgment of June 2, 1982 PACE Review of the Convention on Contracts for the International Sale of Goods (CISG), Kluwer Law International Past and Present ALI Projects Secretariat Commentary The Revision of Uniform Commercial Code on Article – Sale, (July 25th – August 1st 1997), Meeting in its one-hundred-and-sixth year, Sacramento, California Tong cuc Thong ke – In Vietnamese (General Statistics Office) (2011) UCC 2007 Edition (Official Text with Comments), Publications Catalog UNCITRAL texts (CLOUT) abstract no 579, prepared by Peter Winship, National Correspondent VIAC - Statistics in the 1993-2010 period VCCI research on the participation of Vietnam to Vienna Convention 1980 Model International Sale Contract- Manufactured Goods Intended for Resale (1997), ICC Publication No 556 F WEBSITES (all last accessed on July 1st 2014) 82 www.law.nyu.edu/sites/default/files/upload_documents/scott_f98_e.rtf 83 http://www.cisg.law.pace.edu/cisg.html 84 http://scholarship.law.cornell.edu/facpub/66/ 85 http://www.unilex.info/case.cfm?pid=1&id=350&do=case 86 http://frontpage.cbs.dk/law/commission_on_european_contract_law/index.ht ml 87 http://www.uncitral.org/uncitral/fr/uncitral_texts/sale_goods/1980CISG_trava ux.html 88 http://store.iccwbo.org/content/uploaded/pdf/ICC-Model-International-SaleContract-Manufactured-Goods-Intended-For-Resale.pdf 89 http://www.unilex.info/dynasite.cfm?dssid=2376&dsmid=13354 90 http://en.wikipedia.org/wiki/Uniform_Commercial_Code 91 http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1302962 92 http://www.ali.org/doc/past_present_ALIprojects.pdf 93 http://www.law.cornell.edu/ucc 94 www.uniformlaws.org/shared/docs/ucc2and2a/ucc2am97.pdf 95 http://cisgvn.wordpress.com/2010/11/03 96 http://travel.state.gov/content/childabduction/english/country/hague-partycountries.html 97 http://www.jstor.org/discover/10.2307/40706411?uid=3739320&uid=2&uid= 4&sid=21104268915287 98 http://www.law.pitt.edu/academics/cile/cisgsongpage APPENDIX I - CISG CONTRACTING STATES186 Contracting Ratification Entry into Force Reservations States Albania 13 May 2009 June 2010 None Argentina 19 July 1983 January 1988 Article 96 Australia 17 March 1988 April 1989 Article 93 Austria 29 December 1987 January 1989 None Bahrain 25 September 2013 October 2014 None Belarus October 1989 November 1990 Article 96 Belgium 31 October 1996 November 1997 None Benin 29 July 2011 August 2012 None Bosnia- 12 January 1994 March 1992 None March 2013 April 2014 None 11 Bulgaria July 1990 August 1991 None 12 Burundi September 1998 October 1999 None 13 Canada 23 April 1991 May 1992 Article 93 14 Chile February 1990 March 1991 Article 96 15 China (PRC) December 1986 January 1988 Article 95, 96 Herzegovina 10 Brazil 186 http://www.uncitral.org/uncitral/en/uncitral_texts/sale_goods/1980CISG_status.html, accessed June 10th 2014 16 Colombia 10 July 2001 August 2002 None 17 Congo 11 June 2014 July 2015 None 18 Croatia June 1998 October 1991 None November 1994 December 1995 None March 2005 April 2006 None 30 September 1993 January 1993 None 14 February 1989 March 1990 Article 92, 19 Cuba 20 Cyprus 21 Czech Republic 22 Denmark 93, 94 23 Dominican June 2010 July 2011 None 24 Ecuador 27 January 1992 February 1993 None 25 Egypt December 1982 January 1988 None 26 El Salvador 27 November 2006 December 2007 None 27 Estonia 20 September 1993 October 1994 Article 96 28 Finland 15 December 1987 January 1989 Article 92, 94 29 France August 1982 January 1988 None 30 Gabon 15 December 2004 January 2006 None 31 Georgia 16 August 1994 September 1995 None 32 Germany 21 December 1989 January 1991 None 33 Greece 12 January 1998 February 1999 None 34 Guinea 23 January 1991 February 1992 None Republic 35 Honduras 10 October 2002 November 2003 None 36 Hungary 16 June 1983 January 1988 Article 96 37 Iceland 10 May 2001 June 2002 Article 94.1 38 Iraq March 1990 April 1991 None 39 Israel 22 January 2002 February 2003 None 40 Italy 11 December 1986 January 1988 None 41 Japan July 2008 August 2009 None 17 February 2007 March 2005 None 43 Kyrgyzstan 11 May 1999 June 2000 None 44 Latvia 31 July 1997 August 1998 Article 96 45 Lebanon 21 November 2008 December 2009 None 46 Lesotho 18 June 1981 January 1988 None 47 Liberia 16 September 2005 October 2006 None 48 Lithuania 18 January 1995 February 1996 Article 96 49 Luxembourg 30 January 1997 February 1998 None 50 Macedonia 22 November 2006 December 1991 None 51 Mauritania 20 August 1999 September 2000 None 52 Mexico 29 December 1987 January 1989 None 53 Moldova 13 October 1994 November 1995 None 54 Mongolia 31 December 1997 January 1999 None 42 Republic of Korea 55 Montenegro 23 October 2006 June 2006 None 56 Netherlands 13 December 1990 January 1992 None 57 New Zealand 22 September 1994 October 1995 non- 58 Norway 20 July 1988 August 1989 Article 92, 94 59 Paraguay 13 January 2006 February 2007 Article 96 60 Peru 25 March 1999 April 2000 None 61 Poland 19 May 1995 June 1996 None 62 Romania 22 May 1991 June 1992 None 63 Russian 16 August 1990 September 1991 Article 96 12 September 2000 October 2001 Article 95 22 February 2012 March 2013 None 12 March 2001 27 April 1992 None 67 Singapore 16 February 1995 March 1996 Article 95 68 Slovakia 28 May 1993 January 1993 None 69 Slovenia January 1994 25 June 1991 None 24 July 1990 August 1991 None 71 Sweden 15 December 1987 January 1989 Article 92, 94 72 Switzerland 21 February 1990 March 1991 None 73 Syria 19 October 1982 January 1988 None Federation 64 Saint Vincent & Grenadines 65 San Marino 66 Serbia 70 Spain 74 Turkey July 2010 August 2011 None 75 Uganda 12 February 1992 March 1993 None 76 Ukraine January 1990 February 1991 Article 96 11 December 1986 January 1988 Article 95 25 January 1999 February 2000 None 27 November 1996 December 1997 None June 1986 January 1988 None September 1991 Article 95 77 United States 78 Uruguay 79 Uzbekistan 80 Zambia 81 USSR (superseded) APPENDIX II – DECLARATIONS AND STATE INTERPRETATIONS187 Certain countries have adopted the CISG subject to authorized declarations There are also several instances of States accompanying their acceptances with interpretive comments (a procedure not authorized by the CISG) Examples of authorized declarations: Article 92 and 94 declarations The Scandinavian States (Denmark, Finland, Norway and Sweden), pursuant to Article 92 declared that they would not be bound by Part II of the Convention (Formation of the Contract); and that pursuant to Article 94 the entire Convention would not apply to inter-Scandinavian trade between parties from these countries [the Scandinavian countries have their own uniform Sale of Goods Acts] Armenia has also filed an Article 94 declaration However, the meaning of this declaration is unclear 187 http://www.cisg.law.pace.edu/cisg/countries/cntries.html, accessed June 10th 2014 Article 93 declarations Pursuant to Article 93, several States have made territorial declarations: Australia has declared that the Convention shall not apply to the territories of Christmas Island, the Cocos (Keeling) Islands and the Ashmore and Cartier Islands; Denmark has declared that the Convention shall not apply to the Faroe Islands and Greenland; New Zealand has declared that the Convention shall not apply to the Cook Islands, Niue and Tokelau Article 95 declarations Pursuant to Article 95, China (PRC), Czech Republic, Singapore, Slovakia and the United States declared that they would not be bound by Article 1.1.b This declaration restricts the role of private international law in determining the applicability of the CISG when both contracting parties not have their relevant places of business in Contracting States See the Cross-reference editorial analysis of Article for further discussion of this subject Article 96 declarations Pursuant to Article 96, Argentina, Armenia, Belarus, Chile, Estonia, Hungary, Lithuania, Russian Federation and Ukraine have declared that any provision of Article 11, Article 29 or Part II of the Convention that allows a contract of sale or its modification or termination by agreement or any offer, acceptance, or other indication of intention be made in any form other than in writing does not apply where any party has his place in the country that has filed this declaration China (PRC) has filed a similar declaration, but it is not couched in the precise phraseology called for by Article 96 Examples of variations in implementation Norway Sevón reports: "In Norway it was considered more rational to enact one Act containing both [domestic and international] provisions The provisions of the Norwegian Act will, as a rule, be applicable to all sales." Lief Sevón, "The New Scandinavian Codification on the Sale of Goods and the 1980 United Nations Convention on Contracts for the International Sale of Goods", in Einheitliches Kaufrecht und nationales Obligationenrecht, Peter Schlechtriem ed., Baden-Baden: 1987, 349 For further data on issues associated with Norway's implementation of the CISG, see Kai Krüger, International sales under present Norwegian law; see also Joseph Lookofsky, Understanding the CISG in Scandinavia (2d ed 2002) p and §§ 1-2, 2-2, 2-4, 4-4, 6-4, 6-5 and 6-19 Israel The CISG was incorporated into internal Israeli law by the Sales Law (International Sale of Goods) 5760-1999, which came into effect on February 2000 For international sales contracts concluded prior to that date, the previous laws, i.e., the 1964 Hague Sales and Formation Conventions, would continue to apply Pursuant to CISG article 99(2), Israel became a CISG Contracting State on February 2003 the first of the month following the expiration of twelve months after 22 January 2002, the date of the deposit with the UN of its instrument of acceptance APPENDIX III – SOME MAIN DIFFERENCES BETWEEN THE UCC AND CISG188 UCC CISG Applicable Applies to both consumer Specifically excludes consumer sales transactions and commercial from its provisions transactions Coverage Sale of goods Excludes goods purchased at auction, securities, aircraft, ships, electricity, and service contracts Statute of Requires writing over Writing not required Frauds $500 Requirements of Mutual assent, Not directly concerned with validity of contract consideration, legal the contract capacity, legal purpose Offer & Modifications are counter-offer, unless they not materially alter the terms 188 http://knowledgetonegotiate.blogspot.com/2011/07/ucc-and-cisg.html, accessed July 1st 2014 Acceptance Modifications in and are not objectionable to the offeror acceptance are counter Requires offeror to object verbally offer without undue delay, or terms become those of the offer, as modified by the acceptance Allows the seller who fails to perform Breach Buyer has the right to on time, or who delivers terminate when the seller nonconforming goods, to correct the has breached a "condition" performance as long as it does not of the sale, no matter how cause the buyer an unreasonable delay minor or inconvenience If seller provides notice, they may Withholding shipments Unless authorized by the suspend delivery or prevent the release contract, Seller has no of goods if buyer may not have the right to withhold delivery ability to pay for the merchandise simply due to fear of non- Seller must deliver if the buyer then payment provides adequate assurance of payment Allows buyer the right to reduce the Price reduction for non- Would be addressed as price in the same proportion as the conforming damages for breach decrease in the value of the goods Includes incidental and Includes lost profit that the other party consequential damages foresaw or should have foreseen goods Damages Consequential damages are limited to those that could not be reasonably prevented APPENDIX IV – STATISTICS UNITED STATES’ CASES COMPARED TO 189 OTHER CONTRACTING STATES 190 UNITED STATES’ CASES USED CISG (1990 – 2014) 189 190 http://www.cisg.law.pace.edu/cisg/text/casecit.html#us, accessed June 10th 2014 http://www.cisg.law.pace.edu/cisg/text/casecit.html#us, last visit June 10th 2014 191 EXPORT OF VIETNAM IN 2011 DISPUTES RELATING TO THE APPLICABLE LAW IN THE CONTRACTS OF INTERNATIONAL SALE OF GOODS 192 Tỷ lệ xảy tranh chấp luật áp dụng liên quan đến Hợp đồng XNK 37.09 Tranh chấp luật áp dụng 62.91 Các tranh chấp khác 191 192 Tong cuc Thong ke – In Vietnamese (General Statistics Office) (2011) VIAC - Statistics in the 1993-2010 period APPENDIX V – DOCUMENTS