Drafting Contracts Under the CISG

The CISG is the United Nations Convention on Contracts for the International Sale of Goods; a treaty ratified by about 70 countries that provides a uniform international sales law. The occasion of the CISG's 25th anniversary signals something extremely significant in the world of international commercial law: the true coming of age of the CISG, as evidenced by (and as a result of) several thousand available court and arbitration decisions world-wide applying the CISG. To celebrate this occasion, in November 2005, a conference was organized by the University of Pittsburgh's Center for International Legal Education and the United Nations Commission on International Trade Law (UNCITRAL).

This publication brings together the intellectually sophisticated yet extremely practical and original contributions written by leading CISG scholars from around the globe and practitioners experienced in dealing with the CISG. Included are 140 sample clauses, a complete model sales agreement, and contextual analysis of contract drafting issues.

The CISG is a new realty and is very relevant to US attorneys at the planning and negotiation stages of a sales transaction. It is increasingly the case that a lawyer in the US, or virtually anywhere else, cannot adequately serve a client's needs without knowledge of and skill in using the Convention to help, for example, prevent transactions from aborting over choice of law conflicts, and to offer creative alternatives that can resolve bargaining impasses.

This book features:

BL Comprehensive analysis of contract drafting issues raised by the CISG

BL A complete set of standard terms and conditions for a sales contract

BL A wide variety of sample clauses addressing important specific issues under the CISG, with accompanying analysis of matters implicated by those clauses that should be considered in the drafting process

BL Original and clearly written contributing chapters by the most noted and eminent scholars on the CISG from around the world

In this book, international commercial lawyers will find sample clauses dealing with major contract issues under the CISG, including:

BL opting into the CISG while providing an appropriate gap-filling source of law

BL passage of risk of loss

BL right to inspection of goods

BL force majeure

BL warranties and warranty disclaimers

BL limitations on remedies

BL choice of forum

BL pre-contractual relationships and prior communications

BL confidentiality of negotiations

BL retention of the power of revocation of an offer

BL strict time limits for acceptance of an offer

BL the "battle of the forms"

BL the law governing contract validity

BL parole evidence

BL party rights upon breach

BL notice requirements to preserve rights

BL notice of avoidance

BL entitlement to interest

BL specific performance versus damages

BL buyer's right to substitute goods