Tuesday, January 20, 2009

Statements Regarding the Vienna Sales Convention

Statements Regarding the Vienna Sales Convention

Statement One: Laws, laws and more laws! How many do we need? In the long run, the Convention will just increase conflict and litigation.

Answer: Probably false. The explicit intention of the Vienna Sales Convention is to harmonize and create a common set of laws among a rat's nest of national laws to encourage international trade among signatory nations.

Statement Two: We understand each other. We've been dealing with each other for years. Sometimes we're late filling orders; sometimes they're late making payments. No problem! We don't need any newfangled Convention to tell us how to do our business.

Answer: Probably true. Our text expresses exclusion of Vienna Sales Convention may be preferred where parties have long-term established contractual relationships which would be disturbed by imposition of new laws. However it would depend on which countries the buyers and sellers are located as it automatically applies in signatory nations.

Statement Three: Our suppliers are a tricky bunch. That's not to say we can't always trust them, just that we have to inspect every order very carefully. If the quality is off, or the design is wrong, back it goes. Bur that situation will improve, now that we've opted in our new contracts for application of the Convention.

Answer: Probably true. The Vienna Sales Convention does specify that goods must conform to contract and be fit for purposes of intended use, those expressed or implied by seller, are identical to samples and properly packaged. It also includes terms of examination and notice to the seller of any problems as soon as possible. Examination terms do not exist in Canadian common laws so if this practice was taken in previous contracts it was not supported in any way other than rejection of goods. It appears likely that suppliers will remain tricky and limitations exist on rights to terminate the contract due only to fundamental breaches or delivery deadline delays aas The Vienna Convention appears to favour sellers.

Statement Four: Our plants here in France do regular business with our cousins in Quebec. Our contracts are standard. We had our lawyers draft them years ago. Never saw the need to change them. Drafting in provision for the Convention would be more trouble than it's worth.

Answer: Probably false. The Vienna Convention applies automatically as both countries have signed it. Statement Four eats crow.

The Vienna Sales Convention: History and Perspective, Kazuaki Sono, Secretary of UNCITRAL, Vienna

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