International goods purchase and sale contracts are a type of international commercial contract with a foreign element. Therefore, the cancellation of international goods purchase and sale contracts is also regulated by the Vienna Convention 1980. Let's join NPLaw to learn about the issues related to the cancellation of such contracts in the article below.
I. The current situation of cancellation of international goods purchase and sale contracts
International goods purchase and sale contracts are contracts concluded between traders with commercial establishments (business premises) located in the territories of different countries. This is the main type of contract and occupies a central position in international trade.
In international goods purchase and sale contracts, the goods bought and sold are transferred across the border of a country or territory. The current situation is that the cancellation of such contracts is becoming increasingly common. The Vienna Convention 1980 also specifies the cases in which the buyer or seller may declare the cancellation of an international goods purchase and sale contract.
II. Legal provisions on cancellation of international goods purchase and sale contracts
1. What is cancellation of an international goods purchase and sale contract?
An international goods purchase and sale contract is a sale of goods contract in which the parties have commercial establishments in different countries, the goods are transferred from one country to another, or the exchange of wills to conclude the contract between the parties is established in different countries.
Accordingly, cancellation of an international goods purchase and sale contract can be understood as the termination of the validity of a such contract that has been legally concluded before that by agreement of the parties or by law.
2. Form of cancellation of international goods purchase and sale contracts
According to Article 11 of the Vienna Convention 1980, A purchase and sale contract need not be concluded or evidenced in writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses.
Article 96 of the Vienna Convention 1980 stipulates that if the law of a contracting state requires sale contracts to be concluded or evidenced in writing, that provision must be respected.
Accordingly, the Vienna Convention 1980 does not stipulate the form of the contract, and international goods purchase acontracts may be expressed in any form and are considered legal.
3. Consequences of the cancellation of international goods purchase and sale contracts
According to Article 81 of the Vienna Convention 1980, the consequences of the cancellation of international goods purchase acontracts are as follows:
+ The cancellation of the contract releases both parties from their obligations, except for any damages that may be due. The cancellation does not affect any provision of the contract concerning the settlement of disputes or the rights and obligations of the parties consequent upon the cancellation.
+ A party who has performed the contract in whole or in part may claim restitution from the other party of whatever they have supplied or paid under the contract. If both parties are obliged to make restitution, they must do so simultaneously.
III. Answers to some questions about the cancellation of international goods purchase and sale contracts
1. In what case is a declaration of cancellation of an international goods purchase and sale contract effective?
According to Article 26 of the Vienna Convention 1980 on International Sales of Goods, A declaration of avoidance of the contract is effective only if made by notice to the other party.
According to the above regulation, a declaration of cancellation of an international goods purchase and sale contract is effective only if it is communicated to the other party.
2. Which provisions of the contract are not affected by the cancellation of the international goods purchase and sale contract?
According to paragraph 1 of Article 81 of the Vienna Convention on International Sales of Goods 1980, Avoidance of the contract releases both parties from their obligations under it, subject to any damages which may be due. Avoidance does not affect any provision of the contract for the settlement of disputes or any other terms of the contract governing the rights and obligations of the parties consequent upon the avoidance of the contract.
Accordingly, the cancellation of the international goods purchase and sale contract does not affect the provisions of the contract relating to the settlement of disputes or the rights and obligations of the parties in the event of cancellation.
3. In what case does the buyer lose the right to declare the cancellation of the international goods purchase and sale contract?
Based on Article 82 of the Vienna Convention on International Sales of Goods 1980, the provisions are as follows:
- The buyer loses the right to declare the contract avoided or to require the seller to deliver substitute goods if it is impossible for the buyer to make restitution of the goods substantially in the condition in which he received them.
- The above provision does not apply:
- If the impossibility of making restitution of the goods or of making restitution of the goods substantially in the condition in which the buyer received them is not due to his act or omission.
- If the goods or part of the goods have perished or deteriorated as a result of the examination provided for in the Convention, or.
- If the goods have been sold in the normal course of business or have been consumed or transformed by the buyer in the course of normal use before the buyer discovered or ought to have discovered the lack of conformity.
Accordingly, the buyer will lose the right to declare the cancellation of the international goods purchase and sale contract if it is impossible for the buyer to make restitution of the goods substantially in the condition in which he received them.
IV. Legal advisory services on the cancellation of international goods purchase and sale contracts
One of the reputable law firms providing legal services on the cancellation of international goods purchase and sale contracts is Ngoc Phu Law Firm LLC. When using our services, you will be fully supported by highly qualified and experienced professionals and lawyers. You will receive advice on the procedures for resolving issues related to the cancellation of international goods purchase and sale contracts. If you need support in canceling an international goods purchase and sale contract to protect your legal rights and interests, you can contact NPLaw for timely assistance through the following contact information:
