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

Vienna, 11 April 1980

Preamble

The States Parties to this Protocol,

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,

Considering that the Convention on the Limitation Period in the International Sale of Goods, concluded at New York on 14 June 1974 (the 1974 Limitation Convention), to conform to the United Nations Convention on Contracts for the International Sale of Goods, concluded at Vienna on 11 April 1980 (the 1980 Sales Convention), would promote the adoption of the uniform rules governing the limitation period contained in the 1974 Limitation Convention.

Have agreed to amend the 1974 Limitation Convention as follows:

Article 1

1. Paragraph (1) of article 3 is replaced by the following provisions:
"1. This Convention shall apply only
(a) 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; or
(b) If the rules of private international law make the law of a Contracting State applicable to the contract of sale."

2. Paragraph (2) of article 3 is deleted.

3. Paragraph (3) of article 3 is renumbered as paragraph (2).

Article 2

1. Subparagraph (a) of article 4 is deleted and replaced by the following provision:
"(a) Of goods bought for personal, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use;"

2. Subparagraph (e) of article 4 is deleted and is replaced by the following provision:
"(e) Of ships, vessels, hovercraft or aircraft;"

Article 3

A new paragraph (4) is added to article 31 reading as follows:
"4. If, by virtue of a declaration under this article, this Convention extends to one or more but not all of the territorial units of a Contracting State, and if the place of business of a party to a contract is located in that State, this place of business shall, for the purposes of this Convention, be considered not to be in a Contracting State unless it is in a territorial unit to which the Convention extends."

Article 4

The provisions of article 34 are deleted and are replaced by the following provisions:
"1. Two or more Contracting States which have the same or closely related legal rules on matters governed by this Convention may at any time declare that the Convention shall not apply to contracts of international sale of goods where the parties have their places of business in those States.
Such declarations may be made jointly or by reciprocal unilateral declarations.
"2. A Contracting State which has the same or closely related legal rules on matters governed by this Convention as one or more non-Contracting States may at any time declare that the Convention shall not apply to contracts of international sale of goods where the parties have their places of business in these States.
"3. If a State which is the object of a declaration under paragraph (2) of this article subsequently becomes a Contracting State, the declaration made shall, as from the date on which this Convention enters into force in respect of the new Contracting State, have the effect of a declaration made under paragraph (1), provided that the new Contracting State joins in such declaration or makes a reciprocal unilateral declaration."

Article 5

The provisions of article 37 are deleted and are replaced by the following provisions:
"This Convention shall not prevail over any international agreement which has already been or may be entered into and which contains provisions concerning the matters governed by this Convention, provided that the seller and buyer have their places of business in States parties to such agreement."

Article 6

At the end of paragraph (1) of article 40, the following provision is added:
"Reciprocal unilateral declarations under article 34 shall take effect on the first day of the month following the expiration of six months after the receipt of the latest declaration by the Secretary-General of the United Nations."

Final Provisions

Article 7

The Secretary-General of the United Nations is hereby designated as the depositary for this Protocol.

Article 8

1. This Protocol shall be open for accession by all States.

2. Accession to this Protocol by any State which is not a Contracting Party to the 1974 Limitation Convention shall have the effect of accession to that Convention as amended by this Protocol, subject to the provisions of article XI.

3. Instruments of accession shall be deposited with the Secretary-General of the United Nations.

Article 9

1. This Protocol shall enter into force on the first day of the sixth month following the deposit of the second instrument of accession, provided that on that date:
(a) The 1974 Limitation Convention is itself in force; and
(b) The 1980 Sales Convention is also in force.
If these Conventions are not both in force on that date, this Protocol shall enter into force on the first day on which both Conventions are in force.

2. For each State acceding to this Protocol after the second instrument of accession has been deposited, this Protocol shall enter into force on the first day of the sixth month following the deposit of its instrument of accession, if by that date the Protocol is itself in force. If by that date the Protocol itself is not yet in force, the Protocol shall enter into force for the State on the date the Protocol itself enters into force.

Article 10

If a State ratifies or accedes to the 1974 Limitation Convention after the entry into force of this Protocol, the ratification or accession shall also constitute an accession to this Protocol if the State notifies the depositary accordingly.

Article 11

Any State which becomes a Contracting Party to the 1974 Limitation Convention, as amended by this Protocol, by virtue of articles 8, 9 or 10 of this Protocol shall, unless it notifies the depositary to the contrary, be considered to be also a Contracting Party to the Convention, unamended, in relation to any Contracting Party to the Convention not yet a Contracting Party to this Protocol.

Article 12

Any State may declare at the time of the deposit of its instrument of accession or its notification under article 10 that it will not be bound by article 1 of the Protocol. A declaration made under this article shall be in writing and be formally notified to the depositary.

Article 13

1. A Contracting State may denounce this Protocol by notifying the depositary to that effect.

2. The denunciation shall take effect on the first day of the month following the expiration of twelve months after receipt of the notification by the depositary.

3. Any Contracting State in respect of which this Protocol ceases to have effect by the application of paragraphs (1) and (2) of this article shall remain a Contracting Party to the 1974 Limitation Convention, unamended,unless it denounces the unamended Convention in accordance with article 45 of that Convention.

Article 14

1. The depositary shall transmit certified true copies of this Protocol to all States.

2. When this Protocol enters into force in accordance with article 9, the depositary shall prepare a text of the 1974 Limitation Convention, as amended by this Protocol, and shall transmit certified true copies to all States Parties to that Convention, as amended by this Protocol.

Done at Vienna, this day of 11 April 1980, in a single original, of which the Arabic, Chinese, English, French, Russian and Spanish texts are equally authentic.