United Nations Convention on the Limitation Period in the International Sale of Goods

New York, 14 June 1974

Preamble

The States Parties to the present Convention,

Considering that international trade is an important factor in the promotion of friendly relations amongst States,

Believing that the adoption of uniform rules governing the limitation period in the international sale of goods would facilitate the development of world trade,

Have agreed as follows:

PART I. Substantive Provisions

Sphere of application

Article 1

1. This Convention shall determine when claims of a buyer and a seller against each other arising from a contract of international sale of goods or relating to its breach, termination or invalidity can no longer be exercised by reason of the expiration of a period of time. Such period of time is hereinafter referred to as "the limitation period".

2. This Convention shall not affect a particular time-limit within which one party is required, as a condition for the acquisition or exercise of his claim, to give notice to the other party or perform any act other than the institution of legal proceedings.

3. In this Convention:
(a) "buyer", "seller" and "party" mean persons who buy or sell, or agree to buy or sell, goods, and the successors to and assigns of their rights or obligations under the contract of sale;
(b) "creditor" means a party who asserts a claim, whether or not such a claim is for a sum of money;
(c) "debtor" means a party against whom a creditor asserts a claim.
(d) "breach of contract" means the failure of a party to perform the contract or any performance not in conformity with the contract;
(e) "legal proceedings" includes judicial, arbitral and administrative proceedings;
(f) "person" includes corporation, company, partnership, association or entity, whether private or public, which can sue or be sued;
(g) "writing" includes telegram and telex;
(h) "year" means a year according to the Gregorian calendar.

Article 2

For the purposes of this Convention:
(a) a contract of sale of goods shall be considered international if, at the time of the conclusion of the contract, the buyer and the seller have their places of business in different States;
(b) the fact that the parties have their places of business in different States shall be disregarded whenever this fact does not appear either from the contract or from any dealings between, or from information disclosed by, the parties at any time before or at the conclusion of the contract;
(c) where a party to a contract of sale of goods has places of business in more than one State, the place of business shall be that which has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemplated by the parties at the time of the conclusion of the contract;
(d) where a party does not have a place of business, reference shall be made to his habitual residence;
(e) neither the nationality of the parties nor the civil or commercial character of the parties or of the contract shall be taken into consideration.

Article 3

1. This Convention shall apply only if, at the time of the conclusion of the contract, the places of business of the parties to a contract of international sale of goods are in Contracting States.

2. Unless this Convention provides otherwise, it shall apply irrespective of the law which would otherwise be applicable by virtue of the rules of private international law.

3. This Convention shall not apply when the parties have expressly excluded its application.

Article 4

This Convention shall not apply to sales:
(a) of goods bought for personal, family or household use;
(b) by auction;
(c) on execution or otherwise by authority of law;
(d) of stocks, shares, investment securities, negotiable instruments or money;
(e) of ships, vessels or aircraft;
(f) of electricity.

Article 5

This Convention shall not apply to claims based upon:
(a) death of, or personal injury to, any person;
(b) nuclear damage caused by the goods sold;
(c) a lien, mortgage or other security interest in property;
(d) a judgement or award made in legal proceedings:
(e) a document on which direct enforcement or execution can be obtained in accordance with the law of the place where such enforcement or execution is sought;
(f) a bill of exchange, cheque or promissory note.

Article 6

1. This Convention shall not apply to contracts in which the preponderant part of the obligations of the seller consists in the supply of labour or other services.

2. Contracts for the supply of goods to be manufactured or produced shall be considered to be sales, unless the party who orders the goods undertakes to supply a substantial part of the materials necessary for such manufacture or production.

Article 7

In the interpretation and application of the provisions of this Convention, regard shall be had to its international character and to the need to promote uniformity.

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The duration and commencement of the limitation period