The signatory States of this Convention;
Desiring to establish common provisions concerning the law applicable to sales of goods;
Have resolved to conclude a Convention to this effect and have agreed on the following provisions:
This Convention shall apply to international sales of goods.
It does not apply to sales of securities, sales of registered ships or boats or aircraft, sales by judicial authority or seizure. It applies to document sales.
For the purposes of its application, contracts for the delivery of goods to be manufactured or produced shall be treated as sales where the party undertaking to deliver must supply the raw materials necessary for production or production.
The mere declaration of the parties relating to the application of a law or the jurisdiction of a judge or arbitrator is not sufficient to give the sale an international character within the meaning of the first paragraph of this article .
The sale is governed by the domestic law of the country designated by the contracting parties.
This designation must be the subject of an express clause, or it must undoubtedly result from the provisions of the contract.
The conditions for the consent of the parties to the law declared applicable are determined by this law.
In the absence of a law declared applicable by the parties under the conditions laid down in the preceding article, the sale shall be governed by the domestic law of the country in which the seller has his habitual residence at the time he receives the order. If the order is received by an establishment of the seller, the sale is governed by the internal law of the country where this establishment is located.
However, the sale shall be governed by the domestic law of the country in which the buyer has his habitual residence, or in which he has the place of business which placed the order, if it is in that country that the order has been received, By the seller, or by his representative, agent or salesman.
In the case of a stock exchange or auction, the sale shall be governed by the domestic law of the country in which the exchange is held or in which the auction is held.
Except where expressly provided otherwise, the domestic law of the country in which the goods are to be examined shall be applicable in respect of the form and timing of the examination and The notifications relating to the examination, as well as the measures to be taken in the event of refusal of the objects.
This Convention shall not apply to:
1. the capacity of the parties;
2. the form of the contract;
3. transfer of ownership, provided, however, that the various obligations of the parties, and in particular those relating to risks, are subject to the law applicable to sale under this Convention;
4. the effect of the sale in respect of any person other than the parties.
In each of the Contracting States the application of the law determined by this Convention may be rejected on grounds of public policy.
The Contracting States have agreed to introduce the provisions of Article l6 of this Convention into the national law of their respective countries.
This Convention shall be open for signature by the States represented at the Seventh Session of the Hague Conference on Private International Law.
It shall be ratified and the instruments of ratification deposited with the Ministry of Foreign Affairs of the Netherlands.
A deposit of instruments of ratification shall be drawn up, a certified copy of which shall be transmitted through diplomatic channels to each of the signatory States.
This Convention shall enter into force on the sixtieth day following the deposit of the fifth instrument of ratification provided for in the second paragraph of Article 8.
For each signatory State ratifying the Convention subsequently, it shall enter into force on the sixtieth day following the date of the deposit of its instrument of ratification.
This Convention shall apply automatically to the metropolitan territories of the Contracting States.
If a Contracting State desires it to enter into force in all other territories or in such other territories the international relations of which are assured by it, it shall notify its intention to that effect by an instrument which shall be deposited with the Ministry of Foreign Affairs From the Netherlands. The latter shall send, through the diplomatic channel, a certified copy to each of the Contracting States.
This Convention shall enter into force for these territories on the sixtieth day after the date of the deposit of the above-mentioned instrument of notification.
It is understood that the notification provided for in paragraph 2 of this article shall not be effective until after the entry into force of this Convention by virtue of its first paragraph of Article 9.
Any State not represented at the Seventh Session of the Hague Conference on Private International Law may accede to this Convention. The State wishing to accede shall notify its intention by an act which shall be deposited with the Ministry of Foreign Affairs of the Netherlands. The latter shall send, through the diplomatic channel, a certified copy to each of the Contracting States. The Convention shall enter into force for the acceding State on the sixtieth day after the date of the deposit of the Act of Accession.
It is understood that the deposit of the Act of Accession may take place only after the entry into force of this Convention under the first paragraph of Article 9.
The present Convention shall have a duration of five years from the date indicated in the first paragraph of Article 9 of this Convention. This term will begin to run from that date, even for States which have ratified or acceded to it later.
The Convention shall be tacitly renewed for five years in five years, unless denounced.
The denunciation shall be notified to the Ministry of Foreign Affairs of the Netherlands at least six months before the expiry of the term, which shall inform all the other Contracting States.
The denunciation may be limited to the territories or to some of the territories indicated in a notification made under the second paragraph of Article 10.
The denunciation shall have effect only with respect to the State which has notified it. The Convention shall remain in force for the other Contracting States.
In witness whereof the undersigned, being duly authorized thereto by their respective Governments, have signed this Convention.
Done at The Hague, on 15 June 1955, in a single copy, which shall be deposited in the archives of the Government of the Netherlands and of which a certified copy shall be transmitted through diplomatic channels to each of the States represented at the Seventh Session of the Hague Conference on Private International Law.