International Sale of Goods

Navigating International Transactions: NY UCC vs. CISG

For merchants involved in international trade, understanding the applicable law is crucial. The United Nations Convention on Contracts for the International Sale of Goods (CISG) may govern your contracts instead of the New York UCC.

Understanding CISG:

• What is CISG?

  
  

  • An international treaty providing a uniform framework for international sale of goods contracts.

    
    

• Applicability:

  
  

  • Applies automatically when both parties are in countries that have ratified the CISG, unless expressly excluded.

    
    

• Differences from UCC:

  
  

  • CISG has different rules regarding contract formation, remedies, and other aspects.

    
    

Key Considerations:

• Choice of Law Clauses:

  
  

  • Parties can agree to exclude CISG and choose NY UCC or another law to govern the contract.

    
    

• Awareness of Differences:

• Understand the substantive differences to avoid unintended consequences.

Best Practices:

• Explicit Agreements:

  
  

  • Clearly state in the contract which law governs.

    
    

• Legal Advice:

  
  

  • Consult with legal professionals experienced in international trade law.

    
    

• Stay Informed:

  
  

  • Keep up-to-date with international laws and treaties affecting your business.

    
    

Key Takeaways:

• Reservation of title clauses can protect sellers when extending credit.

  
  

• Clear choice of law provisions prevent confusion and legal disputes.

  
  

• Understanding the applicable law is essential for compliance and successful international transactions.