The Vienna Sales Convention is an international treaty that contains rules for international sales contracts between companies. It was drafted in 1980 in Vienna and applies in more than 90 contracting countries, including the Netherlands.

The purpose of the treaty is to make trade between countries easier and more predictable. Instead of each country applying its own national rules, the treaty provides an unambiguous legal framework and uniform rules for international sales contracts.

The treaty applies if the following conditions are met:

• It must be a contract of sale of movable property
• The buyer and seller must be located in different countries that are parties to the treaty
• The treaty applies by operation of law unless the parties have expressly agreed that it does not apply. Exclusion of applicability of the treaty must be done explicitly, for example by agreeing in writing that: “Dutch law applies to the sales contract to the exclusion of applicability of the Vienna Sales Convention.”

The treaty regulates topics that are, or may be, at issue in most sales contracts, such as:

• Establishment of a valid sales contract
• Obligations of buyer and seller
• Defects (non-conformity)
• Delivery, payment and passing of risk
• Remedies for breach of contract, damages, rescission.

Differences from the Civil Code

The Convention differs from the Dutch Civil Code in a number of respects. The main differences are:

1. Conclusion of the agreement

• Under the Convention, an agreement is concluded as soon as there is agreement between the parties. Offers are revocable until the moment of acceptance, unless otherwise stated.
• Under the Civil Code, offers cannot simply be revoked, for example if an offer contains a deadline.

2. Buyer’s duty to examine

• Under the Convention, the buyer must examine the delivered goods within a reasonable period of time and report any defects to the seller.
• The Civil Code also has a duty to investigate, but the rules on complaint periods are stricter.

3. Consequences of defective delivery

• Under the Convention, the buyer can claim price reduction or damages, or dissolve the contract if the defect is a “material breach.”
• Under the Civil Code, price reduction or damages can also be claimed, but only if there is default on the part of the seller and more formalities (such as a notice of default) are required before the buyer may rescind.

4. Transfer of risk

• Under the Convention, risk passes at the time the seller transfers the goods to the carrier of the goods purchased.
• Under the Civil Code, the moment of passing of risk depends heavily on the delivery terms chosen (such as Incoterms, for example), but the arrangement is less unambiguous.

5. Damages without notice

• Under the Convention, the buyer can in some cases claim damages directly without notice of default.
• Under the Civil Code, notice of default (and default) is almost always required in order to claim damages.

So for entrepreneurs doing international business, the differences between the Convention and the BW can have major practical and financial consequences. Think about who bears the risk in case of transport damage, when one can or must complain about a defect, when can the sales contract be dissolved in case of late delivery, and when can damages be claimed.

Conclusion

In international trade, the Vienna Sales Convention provides a common legal framework that is the same for trading partners from different countries so that those trading partners are not confronted with unfamiliar national rules. The Convention differs from the Civil Code in important respects. It is important for entrepreneurs to be aware of the question of whether to apply the Convention or exclude it and what the consequences are.