Cases involving an express choice of the CISG in the parties' contract

The 1980 Sales Convention determines its own applicability in Arts. 1–5 CISG. As is clear from those provisions, the Convention's applicability does not depend on the parties to have contractually chosen the Convention, nor does it even require that the parties are aware of the Convention's existence. In other words, the Sales Convention is not an "opt-in" instrument, but rather an "opt-out" instrument, as notably demonstrated by Art. 6 CISG.

Nevertheless, recent years have seen an increasing number of cases in which the parties had expressly and specifically chosen the CISG in their contract. Such cases can be dinstinguished from the – more common – contractual choice of the law of a CISG Contracting State (which has generally been interpreted as including a choice of the CISG, being part and parcel of that law), as well as from the implicit post-contractual choice of the CISG, e.g. when the parties during a later court proceeding refer to the CISG in their briefs.

Some examples of contracts involving express contractual references to the CISG are listed below:

Albingia S.A. v. Liebherr Werk Équipements S.A.S. et al.
Cour d'appel de Saint-Denis de la Réunion (Court of Appeal Saint-Denis, Réunion)
France, 14 February 2024 – 21/00461, CISG-online 6850

Sales contract between an Austrian machine manufacturer as seller and a French buyer incorporated the seller's standard terms, which contained the following choice-of-law clause: "Any dispute arising out of or in relation to a given order shall governed by and construed according to the provisions of the English version of the UNCITRAL-Convention on the International Sale of Goods dated April 11th, 1980 (the “Convention”), as amended by the provisions of these general terms and conditions of sale. Should the Convention not apply to a given order, or should the provisions of the Convention not apply to certain aspects, then the material laws of Singapore (excluding its conflict of laws provisions) shall apply."

Solar panels case I
Oberster Gerichtshof (Austrian Supreme Court)
Austria, 22 August 2023 – 10 Ob 62/22y, CISG-online 6483

Treated steel case
ICC International Court of Arbitration
Arbitration, 2023 – [ICC-FA-2023-050] (Final award), CISG-online 6849

Contract for the sale of treated steel between two parties from unspecified countries contained the following choice-of-law clause: "Any legal issue relating to this contract shall be governed by and construed and interpreted in accordance with the United Nations Convention on Sales Contracts for the International Sale of Goods of 11 April 1980 (CISG) and to the extent not covered by the CISG, by reference to the UNIDROIT Principles of International Commercial Contracts [1994] and if not covered by any of the forgoing sets of rules, by internationally accepted general trade practices and in final instance by the law of the country where the seller has his principle place of business."

QMEA Chemical Solutions B.V. v. Romark Global Pharma LLC et al.
Nederlands Arbitrage Instituut (Netherlands Arbitration Institute)
Arbitration, 10 June 2022 – 4917, CISG-online 5975

Sale and purchase agreement between a Dutch seller and a U.S. buyer contained the following choice-of-law clause: "26.1 This Agreement is governed by the laws of the Netherlands, in combination with the United Nations Convention of 11 April 1980 (CISG) on Contracts for the Sale of Goods (Vienna Sales Convention), irrespective of whether the Customer is established in a CISG member state or not."

Hiperbaric, S.A. v. OCVA Holdings, LLC
ICC International Court of Arbitration
Arbitration, 23 February 2022 – 25926/PDP (Final award), CISG-online 6118

Minerals case
ICC International Court of Arbitration
Arbitration, 2021 – [ICC-FA-2021-070] (Final award), CISG-online 5895

Contract for the sale of minerals between parties from unspecified countries contained the following choice-of-law clause: "Any legal issue relating to this contract and each and every provision incorporated in this contract or further contracts resulting of this contract shall be governed by the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) and to the extent not covered by the CISG, by reference to the UNIDROIT Principles of International Commercial Sales Contracts of 1994 and if not covered by the foregoing sets of rules or the provisions in this contract, by internationally accepted general trade practices, and in final instance by the law of the country where the Seller has his principal place of business."

Russian goods case III
Arbitration Institute of the Stockholm Chamber of Commerce (SCC)
Arbitration, 28 October 2020 – [2020/a] (Final Award), CISG-online 5757

Sales contract for unspecified industrially-made standard goods between Russian seller and buyer from an unspecified country stated: "Both Parties have agreed that in the settlement of any dispute will abide by the terms and conditions of the United Nation Convention (1980) on International Contracts for the Sale of Goods (Viennese Convention). This contract is governed by the substantive law of the Russian Federation. Before submitting the disputes to court of arbitration, the Parties are obliged to refer to claims as principal means of settlement of the disputes. The claim submitted shall be replied duly within 30 days."

Narooma Limited v. Health Service Executive
High Court of Ireland
Ireland, 26 June 2020 – [2020] IEHC 315 / 2020 2593 P, CISG-online 7176

BVU v. BVX
High Court of the Republic of Singapore
Singapore, 13 March 2019 – [2019] SGHC 69, CISG-online 4108

Long-term sales agreement for food between a seller from an unspecified country and a South Korean buyer provided that it was to be governed by the "rules of the Vienna Convention on Contracts for the International Sale of Goods ('the CISG')"

Basic Engineering, Inc. v. Commissioner of Internal Revenue
U.S. Tax Court
USA, 01 February 2017 – 27691-13, CISG-online 2843

"Sale and Purchase Agreement" concerning crude oil processing units (price: 122 million USD) between a U.S. seller and an Austrian buyer included the following governing law provision: "This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Austria including the UN Convention on Contracts for the International Sale of Goods of 1980 (CISG). The Parties’ rights and obligations with respect to title to and security interests in the Equipment shall be governed by the law of the jurisdiction in which such Equipment is located."

Particle boards case
Oberlandesgericht München (Court of Appeal Munich)
Germany, 24 November 2016 – 34 SchH 5/16, CISG-online 2792

"Purchase agreement for goods" regarding particle board between an Austrian seller and a Hungarian buyer provided that it was governed by the provisions of the UN Sales Law (CISG).

Coutinho & Ferrostaal GmbH v. Tracomex (Canada) Ltd. et al.
Supreme Court of British Columbia
Canada, 13 May 2015 – S116044, S120939, S122034, CISG-online 2734

Contract for the sale of used steel scrap rails between a German seller and a Chilean buyer provided: "This Contract shall be governed by and construed in accordance with the United Nations Convention on Contracts for the International Sales of Good [sic]..."

Hansa Biodiesel OÜ v. Ettevõtluse Arendamise Sihtasutus
Tallinna Ringkonnakohus (Court of Appeal Tallinn)
Estonia, 26 August 2014 – 3-13-1497, CISG-online 6062

CEEG (Shanghai) Solar Science & Technology Co. v. LUMOS LLC
Shanghai International Economic and Trade Arbitration Commission (Shanghai International Arbitration Center)
Arbitration, 13 June 2014 – SG2013023, CISG-online 2903

"Sales Contract" for solar battery modules (price: 1.5 million USD) between a Chinese seller and a U.S. buyer including the following provision in Clause 15 of the Contract: "...proper law is the United Nations Convention on Contracts for the International Sale of Goods".

Laktapol Int’l, Sp. z o.o. et al. v. Bassett & Walker Int’l, Inc.
U.S. District Court for the Western District of Texas
USA, 10 January 2013 – EP-12-CA-16-FM, CISG-online 4660

Sales contract between a Canadian seller and a Polish buyer included seller's "sales confirmation", which provided: "This transaction shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, including the United Nations Convention of Contracts for the International Sale of Goods."

Quarella SpA v. Scelta Marble Australia Pty Ltd
High Court of the Republic of Singapore
Singapore, 14 August 2012 – [2012] SGHC 166 / 122/2012, CISG-online 2725

Distributorship agreement between an Italian manufacturer of composite stone products (seller) and an Australian distributor (buyer) provided: "This Agreement shall be governed by the Uniform Law for International Sales under the United Nations Convention of April 11, 1980 (Vienna) and where not applicable by Italian law."

Ogoo et al. v. Huawei Technologies Limited et al.
Court of Appeal of Sierra Leone
Sierra Leone, 03 February 2012 – [2012] SLCA 1 / Civ App 31 of 2010, CISG-online 7036

Sales contract about telecommunications equipment between a Chinese seller and buyers from Sierra Leone provided that it was governed by the CISG, and that in a case where the issues fall outside the scope of the CISG, the substantive law of the Peoples Republic of China shall apply.

Stallion case II
Oberlandesgericht Saarbrücken (Court of Appeal Saarbrücken)
Germany, 30 May 2011 – 4 Sch 3/10, CISG-online 2225

Contract for the sale of a horse between a Danish seller and a German buyer provided that it was "exclusively" governed by the provisions of the CISG.

U.S. distributor v. Mexican company et al.
ICC International Court of Arbitration
Arbitration, 2011 – 13184 (Final Award), CISG-online 2724

Contract between a Mexican seller and a U.S. buyer contained the following "Governing Law" clause: "This Agreement shall be governed by and interpreted in accordance with the United Nations Convention on Contracts for the International Sale of Goods and, as to matters not addressed in that Convention, by and in accordance with Mexican law applicable in Mexico City; provided that, as to activities performed pursuant to the terms of this Agreement in a jurisdiction other than Mexico City, the law governing such activities in such other jurisdiction shall prevail to the extent such law conflicts with the law applicable in Mexico City."

Ski wear and sportswear case
Handelsgericht des Kantons Zürich (Commercial Court Canton Zurich)
Switzerland, 22 November 2010 – HG070223/U/dz, CISG-online 2160

Sales contract between an Italian seller of ski wear and a Swiss buyer provided for the application of the CISG, supplemented by Swiss law.

Skin cleaning and skin care products case
Oberlandesgericht Koblenz (Court of Appeal Koblenz)
Germany, 22 April 2010 – 2 U 352/09, CISG-online 2163

Distribution agreement between a German manufacturer of skin care products (seller) and a Danish distributor (buyer) provided primarily for the application of the CISG and outside of the CISG's scope for the application of German law.

Chemische Fabrik Budenheim KG v. Bavaria Corp. Int’l
U.S. District Court for the Middle District of Florida
USA, 08 July 2009 – 6:08-cv-1182-Orl-22DAB, CISG-online 4578

Distribution agreement between a German producer of phosphates (seller) and a U.S. distributor (buyer) included the following "Governing Laws" clause: "The validity and interpretation of this Agreement and the rights and obligations of the Parties shall be governed by the laws of the Federal Republic of Germany including the United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980) ('CISG') which has been ratified and incorporated into German law."

Decommissioned solar energy products case
Arbitration Institute of the Stockholm Chamber of Commerce (SCC)
Arbitration, 14 August 2008 – (Final award), CISG-online 6812

Steel products case III
ICC International Court of Arbitration
Arbitration, 2006 – 13436, CISG-online 4822

Contract for the sale of steel products between a Swiss seller and a Chinese buyer provided that it was governed by the CISG and, to the extent a legal issue is not governed by the CISG, by the UNIDROIT Principles (1994).

Fashion products case
ICC International Court of Arbitration
Arbitration, 2003 – 11849, CISG-online 1421

Exclusive distributorship agreement between an Italian fashion manufacturer (seller) and his U.S. distributor (buyer) provided: "The Arbitrator shall apply the 1980 UN Convention on the International Sale of Goods for what is not expressly or implicitly provided for under the contract. Letters of Credit shall be governed by the Uniform Customs and Practices for Documentary Credits (1993 Revision), International Chamber of Commerce Publication no. 500."

Japanese elevators case II
China International Economic & Trade Arbitration Commission (CIETAC)
Arbitration, 09 October 2002 – G200010217 / CISG/2002/13, CISG-online 1539

Belarusian watches case
Международного арбитражного суда при Белорусской торгово-промышленной палате (International Arbitration Court of the Belarusian Chamber of Commerce and Industry)
Arbitration, 2000 – 202/24-99, CISG-online 4799

Various contracts for the sale of watches and earrings between a Belarusian seller and a Nigerian buyer provided that they were governed by the CISG.

Health supplements case
China International Economic & Trade Arbitration Commission (CIETAC)
Arbitration, 25 September 1998 – CISG/1998/12, CISG-online 1591

Contract for the sale of health supplements between a U.S. seller and a Chinese buyer provided that when the place of signing the contract, or the place where the goods are when a dispute arises, is in China, or Respondent is a Chinese entity, the law of the PR China applies; in addition, the United Nations Convention on Contracts for International Sales of Goods (CISG) applies.

Facility for the disposal of refrigerators case
Arbitration Institute of the Stockholm Chamber of Commerce (SCC)
Arbitration, 17 June 1998 – 88/96, CISG-online 2862

Contract for the sale of a facility for the disposal of refrigerators between a German seller and a Swedish buyer provided that it was governed by (in the following order): 1. the provisions of this contract including annexes and drawings; 2. the UN Sales Law (Vienna Convention); 3. the provisions of German law.

Sets of electrical apparatus case
Cairo Regional Centre for International Commercial Arbitration (CRCICA)
Arbitration, 03 October 1995 – 50/1994, CISG-online 1289

Contract for the sale of electrical apparatuses between an Egyptian seller and a U.S. buyer provided for all issues to be interpreted according to the following rules: 1. conditions of the contract; 2. the Convention of the United Nations relating to the international sale of goods contracts dated 11/4/1980; and 3. the laws of Egypt.

Steel billets case I
ICC International Court of Arbitration
Arbitration, Mar 1995 – 8213 (Partial Award), CISG-online 3286

Purchase Agreement regarding steel billets between a Swiss seller and a U.S. buyer provided that it was "governed by the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) ('UNISG')".

Production line for foamed boards case
ICC International Court of Arbitration
Arbitration, 1992 – 7585 (Final Award), CISG-online 105

Contract for the sale of a production line for foamed boards between an Italian seller and a Finnish buyer contained a clause providing that the CISG was applicable to it.