International law

UN Convention on Contracts for the International Sale of Goods

CISG (Convention on Contracts for the International Sale of Goods) — an international treaty that sets uniform rules for contracts of sale of goods between parties from different countries. In Russian the abbreviation is usually rendered as КМКПТ — UN Convention on Contracts for the International Sale of Goods, the same Vienna Convention of 1980.

CISG · Vienna, 11 April 1980 · In force since 1 January 1988
Russia ratified it on 16 August 1990 (with the Article 96 reservation — the written form requirement).
Official source: UNCITRAL

The Convention applies to your contracts automatically where the parties’ places of business are in different Contracting States (Article 1). Russia is a Contracting State. The parties may exclude the Convention (Article 6).

The essentials

What the Convention covers — and what it does not

Only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from it. It does not address the validity of the contract itself or the passing of property in the goods (Article 4), nor the seller’s liability for death or personal injury caused by the goods (Article 5). Those questions are governed by the applicable national law.

Which transactions it does not apply to

Sales of goods for personal, family or household use, sales by auction and on execution, and also stocks, shares, money, vessels and aircraft, and electricity (Article 2).

When the risk of loss passes

If the contract involves carriage and the seller is not bound to hand the goods over at a particular place, the risk passes to the buyer when the goods are handed over to the first carrier (Article 67). For goods sold in transit, from the time the contract is concluded (Article 68). Once the risk has passed, loss of or damage to the goods does not discharge the buyer from paying the price (Article 66). See Chapter IV, Articles 66–70.

How it relates to Incoterms

The Convention sets default rules on the passing of risk, while the Incoterms rule named in the contract is a term agreed by the parties that refines them. There is no conflict: Article 6 expressly allows the parties to derogate from the Convention’s provisions.

Its place in private international law

The CISG consists of directly applicable substantive rules. Where it applies, a court or arbitral tribunal applies its provisions to the merits of the dispute without resorting to conflict-of-laws rules or to the national law of either party.

How to exclude it

The parties may exclude the Convention entirely or derogate from particular provisions — an express clause is put in the contract for this (Article 6). If the contract is silent, the Convention applies.

Full text of the Convention

The 97 articles are an international treaty. Rather than reproduce our own rendering of it, we link to the official UNCITRAL text — it is authoritative, unlike any translation we could make.

Open the official English text →

The full Russian text, article by article, is on the Russian version of this page: контракт.онлайн/cisg