INTERNATIONAL SALES CONTRACTS: UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (CISG).

A contract of sale, sales contract, sales order, or contract for sale is a legal contract for the purchase of assets (goods or property) by a buyer (or purchaser) from a seller (or vendor) for an agreed upon value in money.

(https://en.wikipedia.org/wiki/Contract_of_sale)

International sales contracts is governed by the United Nations Convention on contracts for international sale of goods known as the Vienna Convention of 11^th April 1980.

This convention was rectified by Cameroon on the 11^th Oct 2017.

This convention applies to all contracts of sale of goods between parties whose place of business is in a contracting state or when the rules of private international law leads to the application of the law of a contracting state. (Article 1 of the Vienna Convention).

To better understand the mechanism of international sale contracts as per the Vienna Convention, major topics are to be treated which are;

The formation of an international sales contract and the effects of an international sale contract.

The Vienna Convention does not give a definition of a contract of sale but gives details as to what concerns information and effects.

I) THE FORMATION OF AN INTERNATIONAL SALE OF GOOD CONTRACT.

Like in common law, international sale contracts are based on the principles of offer and acceptance.

The formation of international sale contracts is framed under section 14 to 24 of the Vienna Convention. Here the principles of offer and acceptance are displayed.

During the formation of the contract, what happens is offer and acceptance, so the parties are known as the offeror and offeree respectively.

A.  OFFER

Article 14 of the Vienna convention defines an offer as a proposal for concluding a contract addressed to one or more persons.

The proposal is sufficiently definite if the goods are indicated and expressly or implicitly fixes or makes provisions for determining the quantity of the price.

Any other proposal other than the one described above is to be considered marely as an invitation to make offers unless clearly indicated by the person making the proposal.(Article 1 (2) of the Vienna Convention).

Offer becomes effective as soon as it reaches the offeree. All offers even irrevocable ones may be withdrawn if the only if the withdrawal reaches the offeree before or at the same time as the offer (Article 15 of the Vienna Convention).

Until a contract is concluded between the parties, an offer may be revoked if the revocation reaches the offeree before he has transmitted his acceptance. An offer, however cannot be revoked if it indicated a fixed time for acceptance or that it is irrevocable or if it was reasonable for the offeree to rely on the offer as irrevocable and the offeree has acted in reliance on the offer (Article 16 of the Vienna Convention).

All offers, even irrevocable ones are terminated when a rejection reaches the offeror (Article 17 of the Vienna Convention).

The seller makes an offer to the buyer who has to accept this offer according to the conditions laid down by the Convention. 

B. ACCEPTENCE 

Article 18 of the Vienna Convention is to the effect that, a statement made by the offeree or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not itself amount to acceptance. 

The acceptance of an offer becomes effective from the moment the indication of assent reaches the offeror. Acceptance will not be effective if the indication of assent does not reach the offeror within the time he had fixed or, if no time was fixed, within a reasonable time due account being taken of the circumstances of the transaction.

Any response to an offer which contains additional or different terms which do not materially alter the terms of the offer is considered as an acceptance but a response with additional or different terms relating among other things to the price, payment, quality and quantity of goods, place and time of delivery, extent of one party’s liability are considered to have altered the terms of the offer materially and hence, is not considered as an acceptance. (Article 19 of the Vienna Convention).

An acceptance can be withdrawn on condition that the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective. (Article 22 of the Vienna Convention).

A contract of sale is concluded at the moment when acceptance of an offer becomes effective in accordance with the provisions of the Vienna Convention. (Article 23 of the Vienna Convention). 

II) THE EFFECTS OF AN INTERNATIONAL CONTRACT OF SALE.

The effects of an international contract of sale summarizes basically on the obligations which arises between the parties (the seller and the buyer) to the contract.

A. THE OBLIGATIONS OF THE SELLER

The obligations of the seller are outlined by Articles 30 to 52 of the Vienna Convention.

The major obligations the seller are;  the seller is bound to deliver the goods and hand over documents relating to them and transfer the property in the goods, as required by the contract and the Vienna Convention. (Article 30 of the Vienna Convention).

What is expected from the seller where there is need for the goods to be transported is that, the seller has to hand the goods to the first transporter so it should be handed over to the buyer 

The seller is bound to hand over documents relating to the goods, he must do so at the time and place in the form required by the contract (Article 34 of the Vienna convention).

The seller must deliver the goods which are of quantity, quality, and description required by the contract and which are contained or packaged in a manner required by the contract (Article 35 Vienna Convention).

The goods delivered by the seller must be free from any claim or right of a third party based on industrial property or other intellectual property. 

B.  THE OBLIGATIONS OF THE BUYER

The obligations of the buyer are set by the Vienna convention in its Articles 53 to 65.

The main obligations of the buyer are that; the buyer has to pay the price for the goods and take delivery of them as required by the contract and the Vienna convention. (Article 53 of the Vienna Convention).

The buyer must pay the price on the date fixed by or determinable from the contract and the Vienna Convention without the need for any request or compliance with any formalities on the part of the seller (Article 59 of the Vienna Convention).

The buyer’s obligation to take delivery of the goods consists of executing all acts which could reasonably be expected of him in order to enable the seller to make delivery and in taking the goods (Article 60 of the Vienna Convention).

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