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The Vienna Sales Convention (CISG) applies automatically to international sales contracts for movable goods between commercial parties from contracting countries — even if you choose Dutch law. Whether it is better to exclude it depends on your situation: sometimes it is actually beneficial, sometimes not.
What is the Vienna Sales Convention?
The Vienna Sales Convention (CISG) governs the international sale of movable goods between commercial parties. It does not apply to consumer sales and only to international contracts. If both parties are established in a country that is a signatory to the convention, it applies automatically in principle.
It also works when choosing Dutch law
A common misconception: choosing Dutch law does not exclude the CISG. In fact, the treaty is part of Dutch law. If you do not wish the treaty to apply, you must explicitly exclude it in your contract or general terms and conditions.
Exclusion: yes or no?
Whether it is better to exclude the CISG is not automatic. The convention differs from Dutch sales law on certain points and can work to your advantage or disadvantage—for example, regarding the complaint period, the consequences of defects, or liability. Assess on a case-by-case basis, and from your role as buyer or seller, what is more favorable.
Make a conscious choice
Do not exclude the CISG out of habit, but make a conscious choice. If you wish to exclude it, do so clearly and fully in your terms and conditions, together with a choice of law and forum. If you wish to retain it, record that as well. This will help you avoid unpleasant surprises when doing international business.
Frequently Asked Questions
Does the Vienna Sales Convention apply automatically?
Yes, for the international sale of movable goods between commercial parties from treaty countries, even if you choose Dutch law.
How do I exclude the CISG?
Explicitly stated in your contract or general terms and conditions. A choice for Dutch law is not sufficient for this.
Do I always have to rule it out?
No. It can be favorable or unfavorable, depending on your role and situation. Make a conscious choice.
Manage international business properly?
Our legal experts incorporate a deliberate CISG choice and choice of law and forum clause into your general terms and conditions. View our contract lawteam or schedule a free consultation.
