What is the Vienna Sales Convention?

The Vienna Sales Convention comprises a series of rules that apply to professional, international trade in goods. These rules apply in the Netherlands and in more than 100 other countries that have joined the Convention. The main rule is that judges in all these countries must apply the rules of the Vienna Sales Convention, unless otherwise agreed or parties do not start a procedure about it (see, for example, this ruling).

The aim of the Vienna Sales Convention is for judges in different countries to reach the same decision in identical situations. However, this turns out to be the case, since some legal concepts are interpreted differently per country. That is why there is a scientific initiative called the "CISG Advisory Council", which publishes opinions on how, according to this club, the Convention should be interpreted. Although these opinions are not an official part of the Convention, many judges (including Dutch ones) follow the interpretation in these opinions.

It is understandable that not everyone thinks of the Vienna Sales Convention when concluding an international contract. After all, the Convention is not known to everyone and the language used around it can be confusing. For example, the Convention is alternately abbreviated as "WKV" and "CISG" (the English abbreviation). If reference is then made to opinions containing "Black Letter Rules", it can quickly become overwhelming for outsiders.

Although the Vienna Sales Convention is not always top-of-mind, it is important to understand how it differs from 'normal' Dutch law in international trade. In many areas, slightly different rules apply when the Vienna Sales Convention applies. This can have both advantages and disadvantages for sellers and buyers. For example, the requirements for deficiencies are stricter and buyers have a 'stricter' duty to investigate and complain than in 'normal' Dutch law. On the other hand, general terms and conditions are less likely to apply and a seller will have to pay damages sooner in the event of non-performance.

Below you will find an overview that provides insight into the differences and the impact of the Vienna Sales Convention, including examples of cases in which the Convention played a role.

Interpretation of decarations and party intentions

• Dutch Law: Art. 3:33-3:35 BW en Haviltex-maatstaf
• Vienna Sales Convention: Art. 7-13 WKV
• Example: ECLI:NL:RBAMS:2023:2207

The formation of a contract

• Dutch Law: Art. 6:217-230 BW
• Vienna Sales Convention: Art. 14-24 WKV
• Example: ECLI:NL:RBROT:2017:4169

Applicability of general term and conditions

• Dutch Law: Art. 225 lid 3 BW en art. 6:231 e.v. BW
• Vienna Sales Convention: Art. 8-9, 19 WKV en Opinie 13 CISG
• Example: ECLI:NL:RBZWB:2023:2671

Complaint obligation

• Dutch Law: 6:89 BW
• Vienna Sales Convention: Art. 39 WKV
• Example: ECLI:NL:RBZWB:2022:7170

Deficiencies in a contract

• Dutch Law: Art. 6:74 BW
• Vienna Sales Convention: Art. 25 en 45 WKV
• Example: ECLI:NL:RBZWB:2023:2218

Dissolution

• Dutch Law: Art. 6:265 BW
• Vienna Sales Convention: Art. 49 en 64 WKV
• Example: ECLI:NL:RBZWB:2023:1839

Compensation for damages

• Dutch Law: Art. 6:95 BW
• Vienna Sales Convention: Art. 45 lid 1 sub b en 74-77 WKV
• Example: ECLI:NL:RBGEL:2022:4102

Because many countries have joined the Vienna Sales Convention, it often plays a role in international trade disputes, even if not everyone is aware of it. This means that as a participant in international trade, you can face unexpected surprises if you are not familiar with the Vienna Sales Convention. Of course, you can choose to exclude the Vienna Sales Convention or just not talk about it, but it is often wiser to consider beforehand whether the Vienna Sales Convention can work in your favor. If you have any questions about this, do not hesitate to contact us.