The Vienna Sales Convention is an international treaty containing rules for international trade. The Vienna Sales Convention applies to many international purchase agreements. However, there are also situations where the international treaty does not apply.
Purchase agreements: the exceptions
The Vienna Sales Convention is in principle applicable to all purchase agreements between two commercial parties. However, the Convention does not apply to the following purchase contracts:
- Sale of goods for private use;
- Goods sold at auction;
- Sale of shares or securities;
- Sale of ships, vessels or aircraft;
- Sale of electricity.
Excluding the Vienna Sales Convention
If you do not want the Vienna Sales Convention to apply, you can exclude it form your contract. Companies have contract freedom and are therefore allowed to determine the content of their contract themselves, providing nothing incriminating is contained within it. You may also decide for yourself whether the Vienna Sales Convention applies to an agreement. If you wish to exclude the Vienna Sales Convention, you must state this explicitly in the agreement:
“Only (insert country) law applies to this agreement. The applicability of the Vienna Sales Convention is excluded “.
Have you included a provision in the general terms and conditions that excludes the Vienna Sales Convention? Make sure that the general terms and conditions apply, otherwise the contents of your general conditions are not valid. And thus, also the provision in which the Vienna Sales Convention is excluded.
Exclude or apply?
In many cases the treaty is (unnecessarily) excluded because you do not know exactly what the content is, while the Vienna Sales Convention can offer several important advantages for your company. Check this first before you exclude the Vienna Sales Convention.
Would you like more information about this subject? Please contact us. Our specialists in International Private Law always give you honest and clear advice.