Decree of the Minister for Foreign Affairs No. 123 / 1988 Coll.
Decree of the Minister for Foreign Affairs on the Convention on Limitation in the International Purchase of Goods
Valid
Effective from 01.08.1988
123
DECLARATION
Minister for Foreign Affairs
of 16 June 1988
concerning the Convention on the limitation of time limits for the international purchase of goods
On 14 June 1974, the Convention on Limitation in International Purchase of Goods was adopted in New York.
On behalf of the Czechoslovak Socialist Republic, the Convention was signed in New York on 29 August 1975.
The Convention was approved by the Federal Assembly of the Czechoslovak Socialist Republic and ratified by the President of the Czechoslovak Socialist Republic. The instrument of ratification was deposited with the Secretary-General of the United Nations, depositary of the Convention, on 26 May 1977.
The Convention shall enter into force on 1 August 1988 on the basis of Article 44 (1) thereof and shall also enter into force on the Czechoslovak Socialist Republic.
The Czech translation of the Convention is being announced simultaneously.
First Deputy:
JUDr. Johanes v. r.
CONVENTION
on the limitation of the international purchase of goods
Contracting States to this Convention,
considering international trade as an important factor in developing friendly relations between states,
Believing that the adoption of a uniform limitation period for the international purchase of goods will facilitate the development of world trade,
agree as follows:
IMPORTANT PROVISIONS
Subject matter
1. This Convention lays down when the mutual rights of the buyer and seller arising from an international contract for the purchase, breach, termination or invalidity of goods cannot be exercised, due to the expiry of the period. This period is hereinafter referred to as "limitation period 'in this Convention.
2. This Convention shall not affect the provisions on time limits under which a right may be obtained or exercised only if one of the parties makes a notification or act other than the initiation of legal proceedings against the other party.
3. Under this Convention:
(a) "buyer" and "seller" or "party" mean persons who buy or sell or who agree to buy or sell the goods and their successors to the rights and obligations arising from the purchase contract;
(b) "creditor" shall mean a party which exercises the right, whether or not it relates to cash or non-cash performance;
(c) "debtor" means the party against which the creditor exercises his right;
(d) "breach of contract" means failure to fulfil a contract or performance which is not in conformity with a contract;
(e) "legal proceedings" shall include judicial, arbitral and administrative proceedings;
(f) "person" shall also include companies, associations or other legal persons, whether private or public, which may be sued or sued;
(g) "written form" includes telegram and telex;
(h) "year" shall mean the year according to the Gregorian calendar.
For the purposes of this Convention:
(a) a contract for the international purchase of goods shall be deemed to be a purchase agreement between the buyer and seller who, at the time of conclusion of the contract, have a place of business in the territory of different States;
(b) the fact that the parties have a place of business in different States shall not be taken into account if this is not apparent either from the contract or from the negotiations between the parties or from the declarations of the parties made at any time before or at the conclusion of the contract;
(c) where a Party has a place of business in more than one State, the place of business which is the most closely related to the contract and its performance, taking into account the circumstances known or intended by the Contracting Parties at the time of conclusion of the contract;
(d) where the Party does not have a place of business, its residence (registered office) shall be decisive;
(e) the nationality of the parties and whether the parties or the contract are commercial shall not be taken into account.
1. This Convention shall apply only where the Parties to the International Purchase Agreement have a place of business in the territory of the Contracting States at the time of its conclusion.
2. Unless otherwise provided for in this Convention, the law which would otherwise be applicable under private international law shall not be taken into account.
3. This Convention shall not apply if its application has been expressly excluded by the Parties.
This Convention shall not apply to the purchase of:
(a) goods intended for personal use, family or household use;
(b) at auctions;
(c) in the enforcement of a decision or directly by law;
(d) securities and money;
(e) ships and aircraft;
(f) electricity.
This Convention shall not apply to rights arising from:
(a) death or injury to a person;
(b) nuclear damage caused by the goods sold;
(c) lien or other collateral in kind;
(d) a decision in legal proceedings;
(e) an instrument on the basis of which the exercise of the right can be obtained directly under the law of the place where such enforcement is sought;
(f) the bill or cheque.
1. This Convention shall not apply to contracts in which the predominant part of the obligations of the seller relates to the provision of works or services.
(2) Contracts for the supply of goods to be manufactured or made out shall be considered as sales contracts, unless the party ordering the goods undertakes to supply a substantial part of the goods necessary for their manufacture or manufacture.
The interpretation and application of the provisions of this Convention shall take into account its international nature and the need to promote a uniform procedure.
Start and duration of the limitation period
The limitation period shall be four years.
1. The limitation period shall begin on the date on which the right may be exercised in legal proceedings; the provisions of Articles 10, 11 and 12 are without prejudice to this.
2. The beginning of the limitation period does not delay
(a) establishing obligations for a Party to send the notification referred to in Article 1 (2); or
(b) a provision in the arbitration agreement that no right shall arise before the arbitration finding is issued.
1. The law resulting from a breach of contract may be invoked in legal proceedings on the date on which the contract was infringed.
2. The right of defects in the goods may be exercised in legal proceedings on the date on which the goods were actually transferred to the purchaser or when the goods offered for surrender were rejected by the purchaser.
3. A right based on fraud committed before or at the time of conclusion of the contract or during the execution of the contract may be exercised in legal proceedings on the date on which the fraud was or could have been discovered in due diligence.
Where the seller has explicitly provided a guarantee for the goods sold, valid for a certain period, whether by a specific time limit or otherwise, the limitation period concerning the right arising from such an obligation shall begin to run when the buyer informs the seller of the fact from which the right arose, but no later than the date on which the period for which the guarantee was granted expires.
1. Where circumstances arise in which, under the law applicable to the contract, one party is entitled to withdraw from the contract before the performance becomes due and makes use of that right, the limitation period relating to the right arising from such a fact shall begin to run on the day on which the party has notified the other party of the withdrawal. If the contract is not withdrawn before the performance becomes due, the limitation period shall begin to run on the date on which it is due.
2. The limitation period relating to the right arising from an infringement of a contract which provides for the partial supply of goods or payment of the purchase price shall be calculated from the relevant breach of the obligation for the partial supply of each of them in particular. If, under the applicable law, one of the parties is entitled to withdraw from the contract for such an infringement and makes use of that right, the limitation period shall begin to run in respect of all the relevant partial transactions on the date on which the party has informed the other party that it is withdrawing from the contract.
Construction and extension of the limitation period
The limitation period shall cease to run when the creditor, in order to satisfy or determine his right, has taken any legal action which is deemed to be in accordance with the law of the place of the court, to initiate legal proceedings against the debtor or to exercise the right already initiated in such proceedings.
1. If the Parties have concluded an arbitration agreement, the limitation period shall cease to run when either Party initiates the arbitration procedure in accordance with the procedure laid down in the arbitration agreement or under the law applicable to such proceedings.
2. If the arbitration procedure referred to in paragraph 1 cannot be determined, the arbitration procedure shall be deemed to have begun on the date on which the request for the law to be decided in the arbitration procedure is delivered to the other Party to its registered office (s) or place of business, or if it does not have its registered office (s) or place of business, to its last known registered office (s) or place of business.
In a legal procedure other than those referred to in Articles 13 and 14, the limitation period shall cease to run if the creditor exercises his right in that procedure for the purpose of satisfying or determining it, unless something else arises from the law applicable to that procedure. This provision applies in particular to legal proceedings initiated in the context of:
(a) the death or incapacity of the debtor;
(b) the insolvency or insolvency of the debtor;
(c) the cancellation or liquidation of a company, association or other legal entity which is a debtor.
For the purposes of Articles 13, 14 and 15, a legal act consisting of the application of the counterclaim shall be deemed to have taken place at the time when the claim against the counterclaim was claimed if both the claim and the counterclaim relate to the same contract or to several contracts concluded during the same trade.
1. Where the right has been exercised in legal proceedings within the limitation period provided for in Articles 13, 14, 15 or 16, but the procedure has ended without a decision on the substance of the case, the limitation period shall be deemed not to have ceased to run.
2. If, at the time of the end of such legal proceedings, the limitation period has already expired or less than a year remains to end, the limitation period shall be extended so that it does not end more than one year after the date on which the legal proceedings were completed.
1. The legal proceedings initiated against one debtor shall result in the limitation period being terminated against another debtor who is jointly bound by the common and non-different hands if the creditor informs him in writing of the initiation of the proceedings before the expiry of the limitation period provided for in this Convention.
2. Where proceedings are initiated against the buyer by the buyer of the goods purchased, the limitation period provided for in this Convention shall cease to apply as regards the rights of the buyer against the seller if the buyer notifies the seller in writing before the expiry of the limitation period that the procedure has been initiated against him.
3. Where the proceedings referred to in paragraphs 1 and 2 of this Article are terminated, the limitation period referred to therein shall be deemed not to have ceased to run, but shall not exceed one year after the end of the procedure.
Where a creditor takes a legal act other than those referred to in Articles 13, 14, 15 and 16 on the territory of the State where the debtor has his place of business before the expiry of the limitation period, and where, under the law of that State, that act results in the limitation period being renewed, a new period of four years shall begin to run from the time specified by that law.
1. If the debtor recognises his obligation in writing before the expiry of the limitation period, the new four-year limitation period shall run from the date of such recognition.
2. The payment of interest or partial performance by the debtor shall have the same effects as recognition under paragraph 1 of this Article if it can reasonably be assumed that the debtor has thereby recognised his obligation.
If the creditor cannot reach a cessation of the limitation period for circumstances which he could neither refute nor overcome and which cannot be attributed to him, the limitation period shall be extended by one year from the time when those circumstances cease to exist.
Amendment of the limitation period by the parties
1. The limitation period and its effects may not be altered by a declaration of the Parties or by their agreement, except as provided for in paragraph 2 of this Article.
2. The debtor may extend the limitation period at any time during its course by a written declaration to the creditor. This declaration may be repeated.
3. The provisions of this Article shall not affect the validity of a clause in a contract of sale which provides that the arbitration procedure must be initiated within a shorter limitation period than that provided for in this Convention, provided that such a clause is valid under the law applicable to the contract of sale.
General limitation of the limitation period
Notwithstanding other provisions of this Convention, the limitation period shall end no later than 10 years after the date on which it began to run pursuant to Articles 9, 10, 11 and 12 of this Convention.
Effects of the expiry of the limitation period
The period of limitation shall be taken into account in legal proceedings only if the party participating in such proceedings so requests.
1. The right may not be granted or recognised in any legal proceedings initiated after the expiry of the limitation period; the provisions of paragraph 2 of this Article and Article 24 shall be without prejudice to this.
2. Notwithstanding the expiry of the limitation period, a Party may rely on its right of defence or on netting against the right exercised by the other Party if:
(a) both rights relate to the same contract or to several contracts concluded during the same trade; or
(b) where the right may have been used to set off at any time before the limitation period expires.
If the debtor fulfils his obligation after the limitation period, he shall not be entitled to claim repayment of what he has done, even if he did not know at the time of performance that the limitation period had expired.
The effects of the expiry of the limitation period relating to the main obligation shall also apply to interest.
Calculation of the limitation period
1. The limitation period shall be calculated by ending at the end of the day corresponding to the date on which the limitation period began to run. If there is no such day, the limitation period shall end on the end of the last day of the last month of the limitation period.
2. The limitation period shall be calculated on the basis of the date of the opening of the legal proceedings.
Where the last day of the limitation period is a public holiday or another day of work which excludes due process in legal proceedings initiated by the creditor or in which he exercises his right under Article 13, 14 or 15, the limitation period shall be extended by ending on the first day following the public holiday or on the day of employment when the legal proceedings can be initiated or the law may be exercised.
International effects
For the purposes of this Convention, the legal acts and circumstances covered by Articles 13 to 19 which have taken place in the territory of a Contracting State shall have direct legal effects in another Contracting State if the creditor has taken all reasonable steps to notify the debtor as soon as possible.
IMPLEMENTATION OF THE CONVENTION
1. Any Contracting State which includes two or more territorial units in which, pursuant to its Constitution, the different legal rules apply in matters governed by this Convention may, at the time of signature, ratification or accession, declare that this Convention applies to all or only one or more of its territorial units and may supplement this Declaration at any time by another declaration.
2. These declarations shall be communicated to the Secretary-General of the United Nations and shall specify the territorial units to which this Convention applies.
3. If the Contracting State referred to in paragraph 1 does not make any declaration on signature, ratification or accession, this Convention shall apply to the entire territory of that State.
Where this Convention refers to the law of a State in which the various laws of law apply, it shall be deemed to refer to the law in which the reference relates.
Each Contracting State shall comply with this Convention in respect of contracts concluded on or after the date on which the Convention entered into force for it.
DECLARATION AND REFUNDS
Two or more Contracting States may at any time declare that the sales agreements between the seller, having a place of business in the territory of one of those Contracting States, and the buyer, having a place of business in the territory of another of those States, will not be governed by the Convention, as they apply the same or very similar provisions to the matters covered by this Convention.
Any Contracting State may declare, at the time of deposit of its instrument of ratification or accession, that this Convention shall not apply to actions for annulment of the Treaty.
Any Contracting State may declare that it is not bound by Article 24 of this Convention upon deposit of its instrument of ratification or accession.
This Convention shall not affect international agreements which have already been or will be concluded and which contain provisions relating to matters governed by this Convention where the seller and buyer have their place of business in the territory of States Parties to such a contract.
1. Any State which is a Contracting Party to a valid international contract governing the international sale of goods may declare, when deposit its instrument of ratification or accession, that it will be bound by the Convention only in respect of contracts for the international purchase of goods defined by such a valid international agreement.
2. This declaration shall expire on the first day of the first month after twelve months after the entry into force of the new Convention on the International Purchase of Goods concluded under the auspices of the United Nations.
A gain other than those referred to in Articles 34, 35, 36 and 38 of this Convention shall not be permitted.
1. Statements made under this Convention shall be notified to the Secretary-General of the United Nations and shall enter into force on the date on which the Convention enters into force for the State making the declarations. Statements made at a later date shall be valid on the first day of the first month after six months from the date on which they were delivered to the Secretary-General of the United Nations.
2. Any State which makes a declaration pursuant to this Convention may at any time revoke it by notification to the Secretary-General of the United Nations. This repeal shall take effect on the first day of the first month following the end of the six months following the notification to the Secretary-General of the United Nations. When a declaration made pursuant to Article 34 is cancelled, that cancellation shall become invalid, as well as a mutual declaration made by another State pursuant to this Article.
FINAL PROVISIONS
This Convention may be signed by any State in the United Nations Headquarters by 31 December 1975.
This Convention shall be subject to ratification. The instruments of ratification shall be deposited with the Secretary-General of the United Nations.
Any State may accede to this Convention. The instruments of access shall be deposited with the Secretary-General of the United Nations.
1. This Convention shall enter into force on the first day of the first month after six months from the date on which the tenth instrument of ratification or accession is deposited.
2. For each State which ratifies or accedes to the Convention after the deposit of the 10th instrument of ratification or accession, the Convention shall enter into force on the first day of the first month after six months after the date of deposit of the instrument of ratification or accession of that State.
1. Any Contracting State may terminate this Convention if it informs the Secretary-General of the United Nations accordingly.
2. The denunciation shall take effect on the first day of the first month after 12 months after the date on which the denunciation was served on the Secretary-General of the United Nations.
The original of this Convention, the English, Chinese, French, Russian and Spanish texts of which are equally authentic, shall be deposited with the Secretary-General of the United Nations.
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Regulation Information
| Citation | Decree of the Minister for Foreign Affairs No. 123 / 1988 Coll., on the Convention on Limitation in the International Purchase of Goods |
|---|---|
| Regulation Type | - |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 29.07.1988 |
|---|---|
| Effective from | 01.08.1988 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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