Uniform Laws on International Sales Act 1967

Application of Uniform Law on the International Sale of Goods

1

• (1) In this Act “the Uniform Law on Sales” means the Uniform Law on the International Sale of Goods forming the Annex to the First Convention and set out, with the modification provided for by Article III of that Convention, in Schedule 1 to this Act; and “the First Convention” means the Convention relating to a Uniform Law on the International Sale of Goods done at The Hague on 1st July 1964.

• (2) The Uniform Law on Sales shall, subject to the following provisions of this section, have the force of law in the United Kingdom.

• (3) While an Order of Her Majesty in Council is in force declaring that a declaration by the United Kingdom under Article V of the First Convention (application only by choice of parties) has been made and not withdrawn the Uniform Law on Sales shall apply to a contract of sale only if it has been chosen by the parties to the contract as the law of the contract.

• (4) In determining the extent of the application of the Uniform Law on Sales by virtue of Article 4 thereof (choice of parties)—

• (a) in relation to a contract made before 18 May 1973, no provision of the law of any part of the United Kingdom shall be regarded as a mandatory provision within the meaning of that Article;

• (b) in relation to a contract made on or after 18 May 1973 and before 1 February 1978, no provision of that law shall be so regarded except sections 12 to 15, 55 and 56 of the Sale of Goods Act 1979;

• (c) in relation to a contract made on or after 1 February 1978, no provision of that law shall be so regarded except sections 12 to 15B of the Sale of Goods Act 1979 and sections 9 to 17, 19 to 24 and 28 to 32 of the Consumer Rights Act 2015.

• (5) If Her Majesty by Order in Council declares what States are Contracting States, and in respect of what territories, or what declarations under Article II of the First Convention are for the time being in force, the Order shall, while in force, be conclusive for the purposes of paragraph 1 or, as the case may be, paragraph 5 of Article 1 of the Uniform Law on Sales; but any Order in Council under this subsection may be varied or revoked by a subsequent Order in Council.

• (6) The Uniform Law on Sales shall not apply to contracts concluded before such date as Her Majesty may by Order in Council declare to be the date on which the First Convention comes into force in respect of the United Kingdom.

• (7) Any Order in Council under the preceding provisions of this section shall be laid before Parliament after being made.

• (8) An Order in Council made under subsection (3) of this section may be revoked by a subsequent Order in Council; but no recommendation shall be made to Her Majesty in Council to make an Order under this subsection unless a draft thereof has been laid before and approved by each House of Parliament.

Application of Uniform Law on the Formation of Contracts for the International Sale of Goods

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• (1) In this Act “the Uniform Law on Formation” means the Law forming Annex I to the Second Convention as set out, with the modifications provided for by paragraph 3 of Article I of that Convention, in Schedule 2 to this Act; and “the Second Convention” means the Convention relating to a Uniform Law on the Formation of Contracts for the International Sale of Goods done at The Hague on 1st July 1964.

• (2) Subject to subsection (3) of this section the Uniform Law on Formation shall have the force of law in the United Kingdom.

• (3) The Uniform Law on Formation shall not apply to offers, replies and acceptances made before such date as Her Majesty may by Order in Council declare to be the date on which the Second Convention comes into force in respect of the United Kingdom.

• (4) An Order in Council under this section shall be laid before Parliament after being made.

Revision of Uniform Laws

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• (1) If by any international Convention the Uniform Law on Sales or the Uniform Law on Formation is amended Her Majesty may by Order in Council modify the Schedules to this Act in such manners as appears to Her necessary for the purpose of giving effect to the Convention.

• (2) No recommendation shall be made to Her Majesty in Council to make an Order under this section unless a draft thereof has been laid before and approved by each House of Parliament.

Application to Isle of Man and Channel Islands

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Her Majesty may by Order in Council direct that the provisions of this Act shall extend, with such exceptions, adaptations and modifications as may be specified in the Order, to the Isle of Man or any of the Channel Islands; and an Order in Council under this section may be varied or revoked by a subsequent Order in Council.

Short title

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This Act may be cited as the Uniform Laws on International Sales Act 1967.

SCHEDULE 1

CHAPTER I — SPHERE OF APPLICATION OF THE LAW

1

The present Law shall apply to contracts of sale of goods entered into by parties whose places of business are in the territories of different Contracting States, in each of the following cases:

• (a) where the contract involves the sale of goods which are at the time of the conclusion of the contract in the course of carriage or will be carried from the territory of one State to the territory of another ;

• (b) where the acts constituting the offer and the acceptance have been effected in the territories of different States ;

• (c) where delivery of the goods is to be made in the territory of a State other than that within whose territory the acts constituting the offer and the acceptance have been effected.

2

Where a party to the contract does not have a place of business, reference shall be made to his habitual residence.

3

The application of the present Law shall not depend on the nationality of the parties.

4

In the case of contracts by correspondence, offer and acceptance shall be considered to have been effected in the territory of the same State only if the letters, telegrams or other documentary communications which contain them have been sent and received in the territory of that State.

5

For the purpose of determining whether the parties have their places of business or habitual residences in “different States”, any two or more States shall not be considered to be “different States” if a valid declaration to that effect made under Article 11 of the Convention dated the 1st day of July 1964 relating to a Uniform Law on the International Sale of Goods is in force in respect of them.

Rules of private international law shall be excluded for the purposes of the application of the present Law, subject to any provision to the contrary in the said Law.

The parties to a contract of sale shall be free to exclude the application thereto of the present Law either entirely or partially. Such exclusion may be express or implied.

The present Law shall also apply where it has been chosen as the law of the contract by the parties, whether or not their places of business or their habitual residences are in different States and whether or not such States are Parties to the Convention dated the 1st day of July 1964 relating to the Uniform Law on the International Sale of Goods, to the extent that it does not affect the application of any mandatory provisions of law which would have been applicable if the parties had not chosen the Uniform Law.

1

The present Law shall not apply to sales:

• (a) of stocks, shares, investment securities, negotiable instruments or money ;

• (b) of any ship, vessel or aircraft, which is or will be subject to registration ;

• (c) of electricity ;

• (d) by authority of law or on execution or distress.

2

The present Law shall not affect the application of any mandatory provision of national law for the protection of a party to a contract which contemplates the purchase of goods by that party by payment of the price by instalments.

Contracts for the supply of goods to be manufactured or produced shall be considered to be sales within the meaning of the present Law, unless the party who orders the goods undertakes to supply an essential and substantial part of the materials necessary for such manufacture or production.

The present Law shall apply to sales regardless of the commercial or civil character of the parties or of the contracts.

The present Law shall govern only the obligations of the seller and the buyer arising from a contract of sale. In particular, the present Law shall not, except as otherwise expressly provided therein, be concerned with the formation of the contract, nor with the effect which the contract may have on the property in the goods sold, nor with the validity of the contract or of any of its provisions or of any usage.

CHAPTER II — GENERAL PROVISIONS

1

The parties shall be bound by any usage which they have expressly or impliedly made applicable to their contract and by any practices which they have established between themselves.

2

They shall also be bound by usages which reasonable persons in the same situation as the parties usually consider to be applicable to their contract. In the event of conflict with the present Law, the usages shall prevail unless otherwise agreed by the parties.

3

Where expressions, provisions or forms of contract commonly used in commercial practice are employed, they shall be interpreted according to the meaning usually given to them in the trade concerned.

For the purposes of the present Law, a breach of contract shall be regarded as fundamental wherever the party in breach knew, or ought to have known, at the time of the conclusion of the contract, that a reasonable person in the same situation as the other party would not have entered into the contract if he had foreseen the breach and its effects.

Where under the present Law an act is required to be performed " promptly", it shall be performed within as short a period as possible, in the circumstances, from the moment when the act could reasonably be performed.

For the purposes of the present Law, the expression " current price " means a price based upon an official market quotation, or, in the absence of such a quotation, upon those factors which, according to the usage of the market, serve to determine the price.

For the purposes of the present Law, the expression " a party knew or ought to have known ", or any similar expression, refers to what should have been known to a reasonable person in the same situation.

Communications provided for by the present Law shall be made by the means usual in the circumstances.

A contract of sale need not be evidenced by writing and shall not be subject to any other requirements as to form. In particular, it may be proved by means of witnesses.

Where under the provisions of the present Law one party to a contract of sale is entitled to require performance of any obligation by the other party, a court shall not be bound to enter or enforce a judgment providing for specific performance except in accordance with the provisions of Article VII of the Convention dated the 1st day of July 1964 relating to a Uniform Law on the International Sale of Goods.

Questions concerning matters governed by the present Law which are not expressly settled therein shall be settled in conformity with the general principles on which the present Law is based.

CHAPTER III — OBLIGATIONS OF THE SELLER

Section I — Delivery of the Goods

1

Delivery consists in the handing over of goods which conform with the contract.

2

Where the contract of sale involves carriage of the goods and no other place for delivery has been agreed upon, delivery shall be effected by handing over the goods to the carrier for transmission to the buyer.

3

Where the goods handed over to the carrier are not clearly appropriated to performance of the contract by being marked with an address or by some other means, the seller shall, in addition to handing over the goods, send to the buyer notice of the consignment and, if necessary, some document specifying the goods.

SUB-SECTION 1.—OBLIGATIONS OF THE SELLER AS REGARDS THE DATE AND PLACE OF DELIVERY — A.—Date of Delivery

Where the parties have agreed upon a date for delivery or where such date is fixed by usage, the seller shall, without the need for any other formality, be bound to deliver the goods at that date, provided that the date thus fixed is determined or determinable by the calendar or is fixed in relation to a definite event, the date of which can be ascertained by the parties.

Where by agreement of the parties or by usage delivery shall be effected within a certain period (such as a particular month or season), the seller may fix the precise date of delivery, unless the circumstances indicate that the fixing of the date was reserved to the buyer.

Where the date of delivery has not been determined in accordance with the provisions of Articles 20 or 21, the seller shall be bound to deliver the goods within a reasonable time after the conclusion of the contract, regard being had to the nature of the goods and to the circumstances.

B—Place of Delivery

1

Where the contract of sale does not involve carriage of the goods, the seller shall deliver the goods at the place where he carried on business at the time of the conclusion of the contract, or, in the absence of a place of business, at his habitual residence.

2

If the sale relates to specific goods and the parties knew that the goods were at a certain place at the time of the conclusion of the contract, the seller shall deliver the goods at that place. The same rule shall apply if the goods sold are unascertained goods to be taken from a specified stock or if they are to be manufactured or produced at a place known to the parties at the time of the conclusion of the contract.

C—Remedies for the seller's failure to perform his obligations as regards the date and place of delivery

1

Where the seller fails to perform his obligations as regards the date or the place of delivery, the buyer may, as provided in Articles 25 to 32:

• (a) require performance of the contract by the seller ;

• (b) declare the contract avoided.

2

The buyer may also claim damages as provided in Article 82 or in Articles 84 to 87.

3

In no case shall the seller be entitled to apply to a court or arbitral tribunal to grant him a period of grace.

The buyer shall not be entitled to require performance of the contract by the seller, if it is in conformity with usage and reasonably possible for the buyer to purchase goods to replace those to which the contract relates. In this case the contract shall be ipso facto avoided as from the time when such purchase should be effected.

(a) Remedies as regards the date of delivery

1

Where the failure to deliver the goods at the date fixed amounts to a fundamental breach of the contract, the buyer may either require performance by the seller or declare the contract avoided. He shall inform the seller of his decision within a reasonable time; otherwise the contract shall be ipso facto avoided.

2

If the seller requests the buyer to make known his decision under paragraph 1 of this Article and the buyer does not comply promptly, the contract shall be ipso facto avoided.

3

If the seller has effected delivery before the buyer has made known his decision under paragraph 1 of this Article and the buyer does not exercise promptly his right to declare the contract avoided, the contract cannot be avoided.

4

Where the buyer has chosen performance of the contract and does not obtain it within a reasonable time, he may declare the contract avoided.

1

Where failure to deliver the goods at the date fixed does not amount to a fundamental breach of the contract, the seller shall retain the right to effect delivery and the buyer shall retain the right to require performance of the contract by the seller.

2

The buyer may however grant the seller an additional period of time of reasonable length. Failure to deliver within this period shall amount to a fundamental breach of the contract.

Failure to deliver the goods at the date fixed shall amount to a fundamental breach of the contract whenever a price for such goods is quoted on a market where the buyer can obtain them.

Where the seller tenders delivery of the goods before the date fixed, the buyer may accept or reject delivery ; if he accepts, he may reserve the right to claim damages in accordance with Article 82.

(b) Remedies as regards the place of delivery

1

Where failure to deliver the goods at the place fixed amounts to a fundamental breach of the contract, and failure to deliver the goods at the date fixed would also amount to a fundamental breach, the buyer may either require performance of the contract by the seller or declare the contract avoided. The buyer shall inform the seller of his decision within a reasonable time ; otherwise the contract shall be ipso facto avoided.

2

If the seller requests the buyer to make known his decision under paragraph 1 of this Article and the buyer does not comply promptly, the contract shall be ipso facto avoided.

3

If the seller has transported the goods to the place fixed before the buyer has made known his decision under paragraph 1 of this Article and the buyer does not exercise promptly his right to declare the contract avoided, the contract cannot be avoided.

1

In cases not provided for in Article 30, the seller shall retain the right to effect delivery at the place fixed and the buyer shall retain the right to require performance of the contract by the seller.

2

The buyer may however grant the seller an additional period of time of reasonable length. Failure to deliver within this period at the place fixed shall amount to a fundamental breach of the contract.

1

If delivery is to be effected by handing over the goods to a carrier and the goods have been handed over at a place other than that fixed, the buyer may declare the contract avoided, whenever the failure to deliver the goods at the place fixed amounts to a fundamental breach of the contract. He shall lose this right if he has not prompdy declared the contract avoided.

2

The buyer shall have the same right, in the circumstances and on the conditions provided in paragraph 1 of this Article, if the goods have been despatched to some place other than that fixed.

3

If despatch from a place or to a place other than that fixed does not amount to a fundamental breach of the contract, the buyer may only claim damages in accordance with Article 82.

SUB-SECTION 2.—OBLIGATIONS OF THE SELLER AS REGARDS THE CONFORMITY OF THE GOODS — A.—Lack of conformity

1

The seller shall not have fulfilled his obligation to deliver the goods, where he has handed over: