The United Nations Convention on Contracts for the International Sale of Goods, done in Vienna on 11 April 1980, establishes uniform rules for the international sale of goods contracts. It replaces the 1964 Conventions that had the same object. This Convention applies only to contracts for the international sale of goods and not, for example, to agency contracts. It specifies the criteria for determining what is an international contract, what is meant by a sale of goods (a sale between professionals, excluding for example sales of goods for personal or household use), and sets out a distinction between a contract of sale and a work contract. The Convention is an outstanding achievement for the unification of sales laws and practices in the international arena.
In a pragmatic way, the Convention privileges the respect of the common intention of the parties and good faith, the application of trade usages and practices, and the uniform interpretation of its dispositions. The Convention has a purely auxiliary character either for the States parties to the Convention, which May, at the time of the ratification, declare that they will not be bound by one of the provisions of the Convention, or for Contracting parties who can derogate from any of its provisions. Furthermore, the Convention does not prevail over any other international agreement that has the same object.
The Convention governs the formation of the contract of sale in describing meticulously the conditions of the formation of consent and the conclusion of contract in absentia. The Convention also defines the obligations of the seller and the buyer, the actions at the disposal of the parties in case of lack of conformity of the goods and breach of contract, sanctions and remedies. In these areas, the Convention generally seeks to maintain the contract alive, by contrast to its disappearance, subject to financial sanctions.
The Convention has a universal scope. The instruments of ratification, acceptance, approval and accession are to be deposited with the Secretary-General of the United-Nations.