The development of the United Nation’s Convention on Contracts for the International
Sale of Goods (CISG) started at the beginning of the 20th century in order to provide a
uniform legal regime for international sales contracts. The development started because of
a belief that a uniform international sales convention would contribute certainty in commercial
trade and decrease transaction costs for the contracting parties. The Convention
was signed in Vienna 1980 and came into force in 1988 after securing the necessary number
of ratifications. The CISG is automatically applied to international sale contracts in certain
given situations but the contracting parties are free to exclude the Convention as applicable
law in favour of another regulation. As of today, more than 25 years after the CISG
came into force, the Convention is commonly being excluded as the governing law of international
sales contracts. By studying surveys and academic writings, certain factors can
be derived as reasons prior to an exclusion of the CISG. The factors can be referred to as
unfamiliarity, time and costs, negotiation strength and standard form contracts or standard
terms. Regarding unfamiliarity, the importance given to the Convention in law faculties
within the signatory states, together with time and costs attributed to a familiarization process,
seems to play an important role. Moreover, the Convention is associated with problems
regarding a non-uniform interpretation of the Convention’s provisions within the national
courts and arbitral tribunals, as well as regarding its incompleteness, meaning that
there are gaps that need to be filled by national law. These problems affect the Convention’s
ability to provide potential users with legal certainty and predictability, which in turn
may affect the familiarity with the Convention and hence have an impact on an exclusion
of the CISG.
2014. , s. 54
International Contract Law, International Trade, The United Nation’s Convention on Contracts for the International Sale of Goods, The CISG, Unification of Sales Law, Exclusion, Opt-out, Choice of Law