When does the Vienna Sales Convention apply?

The Vienna Sales Convention is an international treaty. This contains rules about international purchase agreements between two commercial parties. But when does the Vienna Sales Convention apply exactly?

Which countries are affiliated with the Vienna Sales Convention?

The Vienna Sales Convention automatically applies if both companies are established in a country that is affiliated with the Vienna Sales Convention. For example, almost all EU countries are affiliated to the Vienna Sales Convention, except for the United Kingdom. But China, the United States, Brazil and Japan are also members of the treaty. In total, more than 85 countries are affiliated to the Vienna Sales Convention.

Can you designate a country that is affiliated with the Vienna Sales Convention?

Yes. The Vienna Sales Convention also applies if companies designate the law of a country that is affiliated with the Vienna Sales Convention. For example, if parties choose that Spanish law applies to the agreement, the Vienna Sales Convention automatically applies as Spain affiliated with it. It does not matter whether both parties are based in a country that is affiliated with the Vienna Sales Convention. The parties are free to choose the law of a country of choice.

Can you explicitly opt for the Vienna Sales Convention?

In addition, the parties themselves can also opt for the Vienna Sales Convention to apply to the purchase agreement, without first choosing the law of a particular country. Companies can directly state in their contract that the Vienna Sales Convention is applicable.

Conflict of laws

If it is unclear which law applies, then the law applicable to the agreement can be determined by private international law. If it turns out that the law then applies to a country that is subject to the Vienna Sales Convention, the Vienna Sales Convention also applies immediately.

When does the Vienna Sales Convention not apply?

The Vienna Sales Convention does not apply in all situations. There are some exceptions. Moreover, you also have the possibility to exclude the Vienna Sales Convention.

More information

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