Vienna Convention on Contracts for the International Sale of Goods – when does it apply?
Vienna Convention on Contracts for the International Sale of Goods was drafted in 1980 in Vienna. When the parties form different countries draft contract on the sale of goods, the issue of applicable law is especially crucial for them. As a rule the parties may choose in the contract any law they like. At the same time, the question arises: which law will be applicable in the absence of choice by the parties? Can international conventions containing substantive norms on the international sale of goods be applied in these situations?
Vienna Convention on Contracts for the International Sale of Goods
The Vienna Convention on Contracts for the International Sale of Goods is the most well-known and effective instrument codifying and unifying the principles of international law on the sales of goods. Over 90 countries from all over the world are parties to the Convention. Poland is not an exception in this respect. It stems from the first article of the Convention, that this international agreement applies to contracts for the international sale of goods between the parties whose place of business are in different states when of the following two conditions is met:
- When the mentioned states are the parties to the Convention;
- When the rules of private international law lead to the application of the law of a Contracting State.
From the mentioned provision one may deduce that the Convention can apply automatically, even in cases the parties did not mention the Convention explicitly in their contract. However, not every contract for the sale of goods concluded by parties from the countries-parties to the convention is covered by the provisions of Vienna Convention. Firstly, the Convention does not apply to certain types of sale, including: a) sales of goods for personal, family or household use; b)sales by auction; c) sales on execution or otherwise by authority of law; d)sales of stocks, shares, investment securities, negotiable instruments or money; (e)sales of ships, vessels, hovercraft or aircraft; (f) sales of electricity. Secondly, the parties may on their own initiative exclude the application of the Convention to their contract relations.
Relations between Vienna Convention on Contracts for the Sale of Goods and the norms of the Polish Civil Law
Taking into account the fact that, in principle, both domestic law and the Law of Vienna Convention can be simultaneously applicable to the Contract, one may ask the question: Which law should prevail in case of the conflict between these two sources. Since Vienna Convention is undoubtedly an international agreement, it will therefore prevail over the provisions of Polish law taking into consideration Article 91 of the Polish Constitution. However, if Vienna Convention does not contain rules on any particular part of the contract relations, than the provisions of the national law come on the scene.
Vienna Convention on the Sale of Goods and EU Regulations
It seems important to distinguish the content of the Vienna Convention and EU Regulations, namely: Rome I and Brussels I bis. Rome I deals with the matter of applicable law to the contracts (including situations of selling contracts when the seller and buyer are from different EU countries). In turn, Vienna Convention contains substantive norms (for example, on rights and obligations of the parties, the form of the contract), but does not contain rules on which state’s laws should be applicable. At the same time, Rome I may establish applicable law of the state party to the convention, and, as a consequence, trigger the application of Vienna Convention.
In turn, Brussels I bis Regulation contain rules on jurisdiction, recognition and enforcement of the foreign court judgments. Thus, it is no way connected with the Vienna Convention, which does not establish the court competent for ruling in the process stemming from a sales contract.
Summing up, the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention 1980) is an important instrument governing the relations between seller and buyer in case of an international sale of goods. For that reason it is widely used in international trade between private parties.