Also known as: United Nations Convention on Contracts for the International Sale of Goods · CISG · UN CISG · Vienna Convention · Vienna Sales Convention
Written by attorneys — see sources below.
A multilateral treaty that supplies uniform substantive rules for the formation and performance of contracts for the international sale of goods between parties whose places of business are in different contracting states.
Uptown Apparel, a U.S. company, and Unity Capital, a foreign manufacturer, enter a supply agreement. Uptown seeks to enforce an overtime standard drawn from an unimplemented international accord through a presidential memorandum. The hearing officer rejects the claim because the accord lacks implementing legislation and the memorandum cannot create domestic rights.
Umar Usmani of Uptown Apparel negotiates an oral deal for ceramic tiles with a foreign seller before signing a form contract. When the seller later claims reverse-side terms control, the court admits Usmani's affidavits showing the parties never intended those terms to apply.
MCC-Marble Ceramic Center, Inc., a Florida corporation engaged in the retail sale of tiles, and Ceramica Nuova d’Agostino, S.p.A., an Italian corporation engaged in the manufacture of ceramic tiles, entered into negotiations in October 1990 when MCC’s president Juan Carlos Monzon met D’Agostino’s representatives at a trade fair in Bologna, Italy. Monzon, who spoke no Italian, communicated through D’Agostino’s agent Gianfranco Copelli as translator and reached an oral agreement on the terms of price, quality, quantity, delivery, and payment, which the parties then recorded on one of D’Agostino’s standard pre-printed order forms that Monzon signed. In February 1991 the parties entered a requirements contract under which D’Agostino agreed to supply MCC with high grade ceramic tile at specific discounts as long as MCC purchased sufficient quantities. MCC completed additional order forms on D’Agostino’s pre-printed contracts dated January 15, 1991, April 27, 1991, and May 4, 1991. The forms were printed in Italian and contained terms and conditions on both the front and reverse. One provision stated that default or delay in payment gives D’Agostino the right to suspend or cancel the contract. Another required complaints for defects to be made in writing by certified letter within ten days after receipt. MCC brought suit against D’Agostino claiming breach of the requirements contract when D’Agostino failed to satisfy orders in April, May, and August of 1991. D’Agostino counterclaimed for damages based on MCC’s alleged nonpayment for deliveries between February 28, 1991 and July 4, 1991 amounting to $108,389.40 and 102,053,846.00 Italian lira. MCC submitted three affidavits from Monzon, D’Agostino’s commercial director Gianni Silingardi, and Copelli asserting that the parties subjectively intended not to be bound by the terms on the reverse of the order forms despite the incorporation language on the front. The district court granted summary judgment in D’Agostino’s favor on the recommendation of the magistrate judge, and MCC appealed to the United States Court of Appeals for the Eleventh Circuit.
View caseThe CISG permits contract formation without a writing. Courts therefore admit evidence of oral agreements and subjective intent when interpreting the parties' deal.
The CISG applies when both parties have places of business in different contracting states and the contract involves the sale of goods. Removal to federal court is proper once the treaty is shown to govern the claims.
A buyer may reject goods that fail to conform to the contract specifications and may recover damages after unsuccessful cure attempts by the seller.