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IBT Conventions
CISG + Conflicts Conventions
| Article Number | Article Contents | Notes |
|---|---|---|
| Rome Convention Article 1(2)(a) | convention doesn't apply to questions of legal status or capacity of natural persons | think Milliken |
| Rome Convention Article 1(2)(b) | convention doesn't apply to contractual obligations re: wills and succession, rights in property arising out of marriage, rights and duties arising from family shit | think decedent estates |
| Rome Convention Article 1(2)(c) | convention doesn't apply to negotiable instruments | think Lilienthal |
| Rome Convention Article 1(2)(d) | convention doesn't apply to arbitration agreements and choice of court agreements | think Zapata |
| Rome Convention Article 1(2)(e) | convention doesn't apply to corporations law | convention doesn't apply to corporations law |
| Rome Convention Article 1(2)(f) | convention doesn't apply to agency law | think of the bank selling art via intermediary example |
| Rome Convention Article 1(2)(g) | convention doesn't apply to trusts | convention doesn't apply to trusts |
| Rome Convention Article 1(2)(h) | convention doesn't apply to evidence and procedure | general procedural exception --> think Horn |
| Rome Convention Article 1(3) | convention doesn't apply to certain insurance contracts | convention doesn't apply to certain insurance contracts |
| Rome Convention Article 3(1) | A contract shall be governed by the law chosen by the parties. The choice must be expressed or demonstrated with reasonable certainty by the terms of the contract or the circumstances of the case. ... whole or part | allows exclusion or derogation in part; party autonomy! |
| Rome Convention Article 3(2) | The parties may at any time agree to subject the contract to a law other than that which previously governed it.... Any variation by the parties of the law to be applied... shall not prejudice its formal validity or adversely affect the rights of 3rd-Ps. | can CHANGE choice as long as doesn't negatively affect formal validity OR rights of third parties |
| Rome Convention Article 3(3) | choosing foreign law doesn't prejudice application of rules of law of country that cannot be derogated from by contract when all other elements connected to that country | "all other elements" --> Ferrari's radical reading; ISN'T a public policy rule |
| Rome Convention Article 3(4) | existence and validity of consent re: choice of law determined by Articles 8, 9, 11 | existence and validity of consent re: choice of law determined by Articles 8, 9, 11 |
| Rome Convention Article 4(1) | To the extent that the law pplicable to the contract has not been chosen in accordance with Article 3, the contract shall be governed by the law of the country with which it is most closely connected. --> but severable parts | contact counting methodology |
| Rome Convention Article 4(2) | most closely connected = habitual residence of party effecting characteristic performance OR central admin. of corp. OR POB | general presumptions for closest connection |
| Rome Convention Article 4(3) | right in immovable property or right to use immovable property --> presumed that contract most closely connected with country where immovable property situated | presumption for closest connection: situs! |
| Rome Convention Article 4(4) | carriage of goods --> country where BOTH carrier's PPOB AND place of loading, place of discharge, OR PPOB of consignor --> presumption of most closely connectd | presumption for closest connection: carriage |
| Rome Convention Article 4(5) | Paragraph 2 shall not apply if the characteristic performance cannot be determined and the presumptions shall be disregarded if it appears from the circumstances as a whole that the contract is more closely connected with another country. | rebuttal |
| Rome Convention Article 15 | exclusion of renvoi | exclusion of renvoi |
| Rome Convention Article 21 | This Convention shall not prejudice the application of international conventions to which a Contracting State is, or becomes, a party. | lex speciali --> allows for application of Hague Convention |
| Rome Convention Article 16 | The application of a rule of the law of any country specified by this Convention may be refused only if such application is manifestly incompatible with the public policy of the forum. | forum public policy |
| Rome Convention Article 7(1) | Effect may be given to the mandatory rules of the law of another country with which the situation has a close connection, if and in so far as, under the law of the latter country, those rules must be applied whatever the law applicable to the contract. | mandatory rules of another country |
| Rome Convention Article 7(2) | Nothing in this Convention shall restrict the application of the rules of the law of the forum in a situation where they are mandatory irrespective of the law otherwise applicable to the contract. | forum rules guarding public policy |
| Rome I Regulation Article 1(1) | convention doesn't apply to revenue, customs, or administrative matters | public law rule |
| Rome I Regulation Article 1(2)(a) | convention doesn't apply to legal status or capacity of natural persons | think Milliken |
| Rome I Regulation Article 1(2)(b) | convention doesn't apply to obligations arising out of family relationships | convention doesn't apply to obligations arising out of family relationships |
| Rome I Regulation Article 1(2)(c) | convention doesn't apply to obligations arising out of marriage, wills, succession | think decedent estates |
| Rome I Regulation Article 1(2)(d) | convention doesn't apply to negotiable instruments | think Lilienthal |
| Rome I Regulation Article 1(2)(e) | convention doesn't apply to arbitration or choice of court agreements | think Zapata |
| Rome I Regulation Article 1(2)(f) | convention doesn't apply to corporations law | convention doesn't apply to corporations law |
| Rome I Regulation Article 1(2)(g) | convention doesn't apply to agency law | think of bank selling art through intermediary example |
| Rome I Regulation Article 1(2)(h) | convention doesn't apply to trusts | convention doesn't apply to trusts |
| Rome I Regulation Article 1(2)(i) | convention doesn't apply to obligations arising out of dealing prior to conclusion of contract | convention doesn't apply to obligations arising out of dealing prior to conclusion of contract |
| Rome I Regulation Article 1(2)(j) | convention doesn't apply to some kinds of insurance contracts | convention doesn't apply to some kinds of insurance contracts |
| Rome I Regulation Article 1(3) | convention doesn't apply to evidence or procedure | general procedural exception --> think Horn |
| Rome I Regulation Article 3(1) | A contract shall be governed by the law chosen by the parties. The choice shall be made expressly or clearly demonstrated by the terms of the contract or the circumstances of the case. --> whole or part | allows exclusion or derogation in part; party autonomy! |
| Rome I Regulation Article 3(2) | Any change in the law to be applied that is made after the conclusion of the contract shall not prejudice its formal validity or adversely affect the rights of third parties. | change can't negatively alter formal validity or third party rights |
| Rome I Regulation Article 3(3) | choosing foreign law doesn't prejudice application of rules of law of country that cannot be derogated from by contract when all other elements connected to that country | "all other elements" --> Ferrari's radical reading |
| Rome I Regulation Article 3(4) | choosing non-Member State law doesn't prejudice application of Community law that can't be derogated from by contract when all other elements connected to Member States (forum must be Member State) | mandatory Community law |
| Rome I Regulation Article 4(1)(a) | sale of goods --> seller's habitual residence | sale of goods --> seller's habitual residence |
| Rome I Regulation Article 4(1)(b) | provision of services --> service provider's habitual residence | provision of services --> service provider's habitual residence |
| Rome I Regulation Article 4(1)(c) | right in immovable property or tenancy of immovable property --> country where property located | situs! |
| Rome I Regulation Article 4(1)(d) | temporary tenancy of immovable property --> country where landlord and tenant have habitual residence | temporary tenancy of immovable property --> country where landlord and tenant have habitual residence |
| Rome I Regulation Article 4(1)(e) | franchise contract --> franchisee's habitual residence | franchise contract --> franchisee's habitual residence |
| Rome I Regulation Article 4(1)(f) | distribution contract --> distributor's habitual residence | distribution contract --> distributor's habitual residence |
| Rome I Regulation Article 4(1)(g) | sale of goods by auction --> country where auction takes place | sale of goods by auction --> country where auction takes place |
| Rome I Regulation Article 4(1)(h) | exchange --> place of exchange | think Morrison |
| Rome I Regulation Article 4(2) | contract covered by none or more than one points of para. 1 --> habitual residence of party effecting characteristic performance | presumptions --> characteristic performance |
| Rome I Regulation Article 4(3) | Where it is clear from all the circumstances of the case that the contract is manifestly more closely connected with a country other than that indicated in paragraphs 1 or 2, the law of that other country shall apply. | escape clause |
| Rome I Regulation Article 4(4) | Where the law applicable cannot be determined pursuant to paragraphs 1 or 2, the contract shall be governed by the law of the country with which it is most closely connected. | most closely connected as last option |
| Rome I Regulation Article 20 | exclusion of renvoi | exclusion of renvoi |
| Rome I Regulation Article 9(1) | overriding mandatory provisions = regarded as crucial by a country for safeguarding public interests --> applicable to any situation falling within their scope irrespective of law otherwise applicable | describing rules guarding public policy |
| Rome I Regulation Article 9(2) | Nothing in this Regulation shall restrict the application of the overriding mandatory provisions of the law of the forum | forum can apply its rules guarding public policy |
| Rome I Regulation Article 9(3) | Effect may be given to the overriding mandatory provisions of the law of the country where the obligations arising out of the contract have to be or have been performed, in so far as those render the performance of the contract unlawful. | rules guarding public policy in place of contract or performance |
| Rome I Regulation Article 21 | The application of a provision of the law of any country specified by this Regulation may be refused only if such application is manifestly incompatible with the public policy of the forum. | public policy |
| Rome I Regulation Article 25(1) | This Regulation shall not prejudice the application of international conventions to which one or more Member States are parties at the time when this Regulation is adopted and which law down conflict-of-law rules relating to contractual obligations. | lex speciali --> allows for application of Hague Convention |
| CISG Article 1(1) | This Convention applies to contract of sale of goods between parties whose places of business are in different States: | internationality requirement |
| CISG Article 1(1)(a) | when the States are Contracting States | "autonomous"/"direct" applicability |
| CISG Article 1(1)(b) | when the rule of private international law lead to the application of the law of a Contracting State | "indirect" applicability |
| CISG Article 1(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 parties @ or before conclusion of K. | apparent internationality |
| CISG Article 1(3) | Neither the nationality of the parties nor the civil or comercial character of the parties or of the contract is to be taken into consideration in determining the application of this Convention. | takes nationality and citizenship off the table (from 1964 Hague Convention) |
| CISG Article 2(a) | convention doesn't apply to goods bought for personal, family or household use unless seller neither knew nor ought to have known of such purpose | calling this a consumer goods exception = misnomer |
| CISG Article 2(b) | convention doesn't apply to sales by auction | sale of goods by auction --> country where auction takes place |
| CISG Article 2(c) | convention doesn't apply to sales on execution or otherwise by authority of law | ex. sales out of bankruptcies |
| CISG Article 2(d) | convention doesn't apply to sales of stocks, share, investment securities, negotiable instruments or money | as long as they still have value |
| CISG Article 2(e) | convention doesn't apply to sales of ships, vessels, hovercraft or aircraft | look to transportation purpose |
| CISG Article 2(f) | convention doesn't apply to sale of electricity | convention doesn't apply to sale of electricity |
| CISG 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. | supplying substantial part of materials necessary |
| CISG Article 3(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. | preponderance > 50% |
| CISG Article 4(1) | convention not concerned with validity of contract or any of its provisions or of any usage | validity |
| CISG Article 4(2) | convention not concerned with effect which contract may have on property in the goods sold | CISG doesn't cover title issues |
| CISG Article 5 | This Convention does not apply to the liability of the seller for death or personal injury caused by the goods to any person. | personal injury |
| CISG Article 6 | The parties may exclude the application of this Convention or, subject to article 12, derogate from or vary the effect of any of its provisions. | exclusion/derogation |
| CISG Article 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. | specifies considerations to take into account in interpreting CISG |
| CISG Article 7(2) | 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 | methodology for gaps; creates space that homeward trend fills |
| CISG 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. | parties' intent!; subjective |
| CISG Article 8(2) | If the preceding paragraph isn't 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've had in the same circumstances. | objective (but with circumstance-specific criteria) |
| CISG Article 8(3) | In determining the intent of a party or the understanding a reasonable person would've had, due consideration given to all relevant circumstances. | "all relevant circumstances" includes negotiations, practices established by parties, usages, and any subsequent conduct by parties |
| CISG 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. | parties' usages and practices |
| CISG Article 9(2) | The parties are considered, unless otherwise agreed, to have impliedly made applicable to their contract or its formation a usage of which the parties knew or ought to have known AND which in int'l trade is widely known and reg. observed by such parties. | dual requirement: 1) usage of which parties knew/ought to have known AND 2)usage which in int'l trade is widely known to, and reg. observed by, parties to contracts of type involved in particular trade concerned |
| CISG Article 10(a) | If a party has more than one POB, the POB is that which has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of the contract | dealing w/more than one POB --> closest connection theory; FF believes place of performance trumps |
| CISG Article 11 | A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses. | freedom-from-form-requirements rule |
| CISG Article 14(1) | A proposal for conluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite AND indicates the intention of the offeror to be bound in case of acceptance. | sufficiently definite if indicates goods and expressly or implicitly fixes or makes provision for determining quantity and price |
| CISG Article 14(2) | A proposal other than one addressed to one or more specific persons is to be considered merely as an invitation to make offers, UNLESS the contrary is clearly indicated by the person making the proposal. | distinction between offer and invitation to make offers |
| CISG Article 15(1) | An offer becomes effective when it reaches the offeree. | think about relation of offer becoming effective to offeror being bound (article 16(1)) |
| CISG Article 15(2) | An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer. | withdrawal prevents offer from ever having effect |
| CISG Article 16(1) | Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance. | horrible idea --> offeree can make offer irrevocable without being bound himself |
| CISG Article 16(2)(a) | offer can't be revoked if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable | "you have 15 days to submit acceptance" constitutes irrevocable offer |
| CISG Article 16(2)(b) | offer can't be revoked if it was reasonable for offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer | reasonable to rely AND did rely |
| CISG Article 17 | An offer, even if it is revocable, is terminated when a rejection reaches the offeror. | An offer, even if it is revocable, is terminated when a rejection reaches the offeror. |
| CISG Article 18(1) | A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not itself amount to acceptance. | can accept by statement or action |
| CISG Article 18(2) | acceptance becomes effective at moment it reaches offeror BUT isn't effective if indication of assent doesn't reach offeror in time fixed OR if time not fixed, w/in reasonable time; oral offer must be accepted immediately unless circs. indicate otherwise | moment at which contract concluded = postponed vis-a-vis many state laws |
| CISG Article 18(3) | if , by virtue of established practices or usages, offeree may indicate assent by performing act, acceptance effective at moment when act performed (as long as performed w/in period of time fixed OR, if no time fixed, reasonable amount of time) | act CAN constitute effective acceptance if practices/usages say so |
| CISG Article 19(1) | A reply to an offer which pruports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-offer. | battle of the forms begins with a counter-offer |
| CISG Article 19(2) | However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless offeror, w/out undue delay, objects orally or sends notice. | acceptance DOES NOT have to mirror offer |
| CISG Article 19(3) | Add./diff. terms relating, among other things, to the price, payment, quality and quantity of the goods, place and time of delivery, extent of one party's liability ot the other or the settlement of disputes are considered to alter the terms materially. | certain category of topics for additional/different terms automatically make counter-offer |
| CISG Article 21(1) | A late acceptance is nevertheless effective as an acceptance if without delay the offeror orally so informs the offeree or dispatches a notice to that effect. | late acceptance can still be acceptance |
| CISG Article 22 | An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective. | withdrawal of acceptance --> stupid situation re: offeree making offer irrevocable |
| CISG Article 23 | A contract is concluded at the moment when an acceptance of an offer becomes effective in accordance with the provisions of this Convention. | short-hand cite for when contract concluded |
| CISG Article 25 | A breach of contract committed by one of the parties is fundamental if it results in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract UNLESS the party in breach didn't foresee... | (finishing the UNLESS clause: and a reasonable person of the same kind in the same circumstances would not have foreseen such a result) |
| CISG Article 26 | A declaration of avoidance of the contract is effective only if made by notice to the other party. | give notice when avoiding! |
| CISG Article 28 | court doesn't have to enter judgment for specific performance UNLESS court would do so under its own law in respect of similar contracts of sale not governed by this Convention | article addressed to courts :. cannot be derogated from by parties |
| CISG Article 29(1) | A contract may be modified or terminated by the mere agreement of the parties. | modification/termination by parties |
| CISG Article 29(2) | A contract in writing which contains a provision requiring any modification by agreement to be in writing may not be otherwise modified or terminated by agreement. | BUT party can't assert such a provision if other party has relied on his conduct |
| CISG Article 30 | The seller must deliver the goods, hand over any documents relating to them and transfer the property in the goods, as required by the contract and this Convention | use this and Article 53 to figure out what a contract for sale of goods is |
| CISG Article 35(1) | The seller must deliver goods which are of the quantity, quality and description required by the contract and which are contained or packaged in the manner required by the contract. | requirements for goods to be conforming |
| CISG Article 35(2)(a) | except where otherwise agreed, goods don't conform unless they are fit for purposes for which goods of same desc. would ordinarily be used | general purpose-based inquiry re: conformity |
| CISG Article 35(2)(b) | except where otherwise agreed, goods don't conform unless they're fit for purpose expressly or impliedly made known EXCEPT where buyer didn't rely (or was unreasonable to rely) on seller's skill/judgment | specific purpose-based inquiry re: conformity |
| CISG Article 35(2)(c) | except where otherwise agreed, goods don't conform with contract unless they possess qualities of goods that seller held out to buyer as sample/model | be like sample/model |
| CISG Article 35(2)(d) | except where otherwise agreed, goods don't conform unless they're contained/packaged in manner usual for such goods or, where there is no such manner, in manner adequate to preserve and protect goods | packaging re: conformity |
| CISG Article 35(3) | The seller is not liable under para. 1 for any lack of conformity of the goods if, at the time of the conclusion of the contract, the buyer knew or could not have been unaware of such lack of conformity. | buyer knowing constitutes some form of acceptance |
| CISG Article 36(1) | The seller is liable ifor any lack of conformity which exists at the time when the risk passes to the buyer, even though the lack of conformity becomes apparent only after that time. | time at issue for conformity is when risk passes to buyer |
| CISG Article 37 | If the seller has delivered goods before the date for delivery, he may, up to that date, deliver any missing part or make up any deficiency in the quantity, or deliver goods in replacement or remedy any lack of conformity. | just concerned w/buyer having the right shit at the date for delivery (as long as all this nonsense doesn't cause buyer unreasonable inconvenience/expense) |
| CISG Article 38(1) | The buyer must examine the goods, or cause them to be examined, within as short a period as is practicable in the circumstances. | buyer burden to examine goods |
| CISG Article 38(2) | If the contract involves carriage of the goods, examination may be deferred until after the goods have arrived at their destination. | examine goods when they've arrived at destination |
| CISG Article 38(3) | If the goods are redirected or redispatched without reasonable opportunity for examination and seller knew or ought to have known of this possibility @ time of K, examination may be deferred until arrival at new destination. | examine goods when they've arrived at new destination as long as seller was/should've been aware this would happen |
| CISG Article 39(1) | The buyer loses the right to rely on a lack of conformity of the goods if he does not give notice to the seller specifying the nature of the lack of conformity within a reasonable time after he has discovered it or ought to have discovered it. | buyer has burden to give notice and demonstrate that notice was appropriate |
| CISG Article 39(2) | In any event, buyer loses rigt to rely on lack of conformity of goods if doesn't give seller notice thereof at latest w/in period of 2 years from date on which goods actually handed over UNLESS this limit inconsistent w/contractual period of guarantee. | default cut-off rule |
| CISG Article 40 | The seller is not entitled to rely on the provisions of articles 38 and 39 if the lack of conformity relates to facts of which he knew or could not have been unaware and which he did not disclose to the buyer. | seller can't pull a fast one and get out by buyer's examination and notice requirements |
| CISG Article 46(2) | If the goods do not conform with the contract, the buyer may require delivery of substitute goods only if the lack of conformity constitutes a fundamental breach and request made w/art. 39 notice or w/in reasonable time thereafter. | only get delivery of substitute goods with fundamental breach |
| CISG Article 49(1)(a) | buyer may declare contract avoided if failure by seller to perform any of his obligations amount to fundamental breach | buyer can declare contract avoided when there's fund. breach |
| CISG Article 49(2) | buyer loses right to declare contract avoided if he doesn't do so within a reasonable time | even declaring contract avoided controlled by reasonable notice |
| CISG Article 53 | The buyer must pay the price for the goods and take delivery of them as required by the contract and this Convention. | use this and article 30 to figure out what a contract for sale of goods is; price must be legal tender |
| CISG Article 62 | The seller may require the buyer to pay the price, take delivery or perform his other obligation, unless the seller has resorted to a remedy which is inconsistent with this requirement. | specific performance from buyer |
| CISG Article 64(1)(a) | seller may declare contract avoided if failure by buyer to perform any of his obligations amounts to fundamental breach | seller can declare contract avoided when there's fund. breach |
| CISG Article 64(2) | seller loses right to declare contract avoided if he doesn't do so within a reasonable time | even declaring contract avoided controlled by reasonable notice |
| CISG Article 66 | Loss of or damage to the goods after the risk has passed to the buyer does not discharge him from obligation to pay the price, UNLESS the loss or damage is due to an act or omission of the seller. | problem does have to be seller's fault for buyer to not pay price |
| CISG Article 67(1) | risk passes to buyer with delivery | best thing that can happen to buyer (becoming buyer without risk) |
| CISG Article 72(1) | If prior to the date for a performance of the contract it is clear that one of the parties will commit a fundamental breach of contract, the other party may declare the contract avoided. | can declare contract avoided as soon as you're sure it's fucked |
| CISG Article 74 | Damages for breach of contract consist of a sum equal to the loss, including loss of profit, suffered by the other party as a consequence of the breach. --> must've foreseen/ought to have foreseen @ time of K | foreseeability limit on damages |
| CISG Article 75 | buyer can get diff. b/w contract price and price in substitute transaction when he's bought replacement goods | diff. in price b/w K and cover |
| CISG Article 76(1) | if there's a set price and buyer hasn't purchased replacement goods, party claiming damages recovers diff. b/w price fixed by contract and current price at time of avoidance | diff. b/w K price and price @ avoidance |
| CISG Article 77 | A party who relies on a breach of contract must take such measures as are reasonable in the circumstances to mitigate the loss, including loss of profit, resulting from the breach. | mitigation obligation |
| CISG Article 78 | If a party fails to pay the price or any other sum that is in arrears, the other party is entitled to interest on it, without prejudice to any claim for damages recoverable under article 74. | interest! |
| CISG Article 81(1) | Avoidance of the contract releases both parties from their obligations under it, subject to any damages which may be due. doesn't affect provision for settlement of disputes or governing rights/obligations upon avoidance | effect of avoidance |
| CISG Article 81(2) | A party who has performed the contract either wholly or in part may claim restitution from the other party of whatever the first party has supplied or paid under the contract. If both parties are bound to make restitution, must do so concurrently. | restitution |
| CISG Article 90 | This Convention does not prevail over any international agreement wich has already been or may be entered into and which contains provisions concerning the matters governed by this C., provided that parties have their POBs in States parties to such. | embodies lex speciali derogat generali; generous conflict of convention rule |
| CISG Article 92(1) | A CS may declare at the time of signature, ratification, acceptance approval or accession that it will not be bound by Part II of this Convention or that it will not be bound by Part III of this Convention. | Denmark, Norway, Sweden, Finland |
| CISG Article 92(2) | CS making 92 reservation is not considered a CS within 1(1)(a) in respect to matters governed by the Part to which the declaration applies. | Article 92 reserving states =/= CSs re: part about which they've reserved |
| CISG Article 93(1) | If a CS has 2 or more territorial units in which, according to its constitution, different systems of law are applicable, it may declare that this C. is to extend to all units or only one or more of them. | only Canada but screwy |
| CISG Article 93(3) | If, by virtue of a declaration under this article, this C. extends to 1 or more but not all units of CS, and if POB of party is in that state, this POB, is considered not to be in a CS, unless it's in a unit to which the C. extends. | unit to which reservation applies considered NCS |
| CISG Article 94 (1) | 2 or more CSs which have the same or closely related legal rules on matters governed by this C. may at any time declare that the C. is not to apply to contracts of sale or to their formation where parties have their POBs in those States. | make declarations jointly or by reciprocal unilateral declarations; Denmark, Finland, Iceland, Norway, Sweden |
| CISG Article 95 | Any State may declare at the time of the deposit of its instrument of ratification, acceptance, approval or accession that it will not be bound by subparagraph (1)(b) of article 1 of this Convention. | China, Singapore, US; doesn't affect courts of other countries |
| CISG Article 96 | A CS whose legislation requires contracts of sale to be concluded in/evidenced by writing may make a declaration that any provision of this C. that allows a contract or its modification/termination to be made in any form other than writing doesn't apply. | Argentina, Chile, China, Russia |
| CISG Article 98 | No reservations are permitted except those expressly authorized. | restricting reservations |
| Hague Convention Article 1 | convention doesn't apply to securities; ships boats, or registered aircraft; sales by authority of law or seizure | exclusions |
| Hague Convention Article 2 | If there is a (valid) choice, the sale is governed by that country's law. | party autonomy! |
| Hague Convention Article 3(1) | apply domestic law of country in which seller has habitual residence | presumption |
| Hague Convention Article 3(2) | if contract formed in country of buyer's habitual residence, apply law of that country | rebuttal |
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