Typically the „United Nations Convention on Contracts for the international Sale of Goods“, commonly known as „UN Sales Law“, is used in standard contractual clauses contained in agreements with an international reference. „Austrian Law shall apply, the application of the UN Sales Law is excluded“. Although the application of UN Sales Law may be of great advantage to an Austrian exporter or importer, hardly any corporate or SME is familiar with its regulations.
Key objective of the UN Sales Law is to provide for a uniform legal framework for international trade relations, so to increase the general predictability of legal decisions in cross-border commercial transactions.
Presently 78 Nations – nearly all big industrial nations with the exception of Great Britain and Portugal – are signatories to this UN convention.
The UN-Sales Law governs contracts for the international sales of goods between private businesses, excluding sales to consumers and sales of services, as well as sales of certain specified types of goods. It applies to contracts for sale of goods between parties whose places of business are in different Contracting States, or when the rules of private international law lead to the application of the law of a Contracting State. It may also apply by virtue of the parties' choice.
It should be noted that UN Sales Law is deemed to be domestic law of the Signatory States and allows for flexible adoption according to the parties’ needs: its application is non-mandatory and can be completely excluded or amended by the parties involved.
UN Sales Law governs the conclusion of the contract, the consequential rights and obligations of the parties and the legal consequences and effects in case of breach of contract. In contrast, the validity of a contract, representation, set-off and statute of limitation as well as transfer of ownership and retention of title have to be judged in accordance with applicable domestic law.
Useful to know for all practitioners:
UN Sales Law determines that the seller is obliged to deliver the goods, to hand over the necessary documents and to transfer ownership of the goods. In return, the buyer shall pay the purchase price, but in contrast to domestic Austrian Law, is also obliged to accept/take over the goods. Therefore, the seller can take legal action and sue under UN Sales Law in case the buyer fails to do so.
Any questions can be addressed to:
ICC Austria - International Chamber of Commerce
Wiedner Hauptstrasse 57, 1040 Wien
Tel: +43-1-504 83 00