1980年联合国国际货物买卖合同公约 中英对照版 .

一、1980年联合国国际货物买卖合同公约英文中文United Nations Convention on Contracts for the International Sale of GoodsTHE STATES PARTIES TO THIS CONVENTION,BEARING IN MIND the broad objectives in the resolutions adopted by the sixth special session of the General Assembly of the United Nations on the establishment of a New International Economic Order,CONSIDERING that the development of international trade on the basis of equality and mutual benefit is an important element in promoting friendly relations among States,BEING OF THE OPINION that the adoption of uniform rules which govern contracts for the international sale of goods and take into account the different social, economic and legal systems would contribute to the removal of legal barriers in international trade and promote the development of international trade,HAVE DECREED as follows:PART I SPHERE OF APPLICATION AND GENERAL PROVISIONSChapter I SPHERE OF APPLICATIONArticle 1(1) This Convention applies to contracts of sale of goods between parties whose places of business are in different States:(a) when the States are Contracting States; or(b) when the rules of private international law lead to the application of the law of a Contracting State.(2) The fact that the parties have their places of business in different States is to be disregarded whenever this fact does not appear either from the contract or from any dealings between, or from information disclosed by, the parties at any time before or at the conclusion of the contract.(3) Neither the nationality of the parties nor the civil or commercial character of the parties or of the contract is to be taken into consideration in determining the application of this Convention.Article 2This Convention does not apply to sales:(a) of goods bought for personal, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use;(b) by auction;(c) on execution or otherwise by authority of law;(d) of stocks, shares, investment securities, negotiable instruments or money;(e) of ships, vessels, hovercraft or aircraft;(f) of electricity.Article 3(1) Contracts for the supply of goods to be manufactured or produced are to be considered sales unless the party who orders the goods undertakes to supply a substantial part of the materials necessary for such manufacture or production.(2) This Convention does not apply to contracts in which the preponderant part of the obligations of the party who furnishes the goods consists in the supply of labour or other services.Article 4This Convention governs only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from such a contract. In particular, except as otherwise expressly provided in this Convention, it is not concerned with:(a) the validity of the contract or of any of its provisions or of any usage;(b) the effect which the contract may have on the property in the goods sold.（法国是合同订立时转移，德国另外订立物权合同，美国是特定化后转移所有权，英国是特定化后在以当事人的意图决定所有权，我国是动产按照占用交货时转移，不动产按登记。）Article 5This Convention does not apply to the liability of the seller for death or personal injury caused by the goods to any person.Article 6The parties may exclude the application of this Convention or, subject to article 12, derogate from or vary the effect of any of its provisions.Chapter II GENERAL PROVISIONSArticle 7(1) In the interpretation of this Convention, regard is to be had to its international character and to the need to promote uniformity in its application and the observance of good faith in international trade.(2) Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the rules of private international law.Article 8(1) For the purposes of this Convention statements made by and other conduct of a party are to be interpreted according to his intent where the other party knew or could not have been unaware what that intent was.(2) If the preceding paragraph is not applicable, statements made by and other conduct of a party are to be interpreted according to the understanding that a reasonable person of the same kind as the other party would have had in the same circumstances.(3) In determining the intent of a party or the understanding a reasonable person would have had, due consideration is to be given to all relevant circumstances of the case including the negotiations, any practices which the parties have established between themselves, usages and any subsequent conduct of the parties.Article 9(1) The parties are bound by any usage to which they have agreed and by any practices which they have established between themselves.(2) The part