Contract for the International Sale of Goods - Antalya Lawyer

Contract for the International Sale of Goods

1980 “UNITED NATIONS TREATY ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS” (VIENNA SALE CONVENTION OR CISG)

Lawyer Baris Erkan Celebi
SUMMARY

The Vienna Sales Convention was drafted in 1977 by the United Nations Commission on International Trade Law (UNCITRAL), which was established in 1966 to unify and harmonize international trade law. Subsequently, on April 11, 1980, the UN Conference on Contracts for the International Sale of Goods (UN Conference on Contracts for the International Sale of Goods, CISG) convened in Vienna, the seat of UNCITRAL, and the Vienna Sales Convention (CISG) was adopted with the participation of 62 States.

Instead of terms and abstract concepts specific to certain legal systems, the CISG has been prepared in a concrete and plain language that everyone can easily understand and can be easily understood and applied by non-lawyers.

As a rule, the CISG is based on the freedom of will of the parties and the enforceability of the contract. Within the scope of the CISG being enforceable whenever possible, the CISG provisions stipulate that contracts for the sale of goods between parties having their places of business in different contracting states shall be subject to the CISG unless otherwise agreed, and that the CISG may be applied to contracts for the sale of goods between even noncontracting parties. Again, in order to ensure that the CISG is based on freedom of will, it has been decided that sales contracts subject to the CISG as a rule may be agreed not to be subject to the CISG, likewise, sales contracts that are not subject to the CISG as a rule may be agreed to be subject to the CISG, and some of the provisions in the CISG may be agreed not to be applied or to be applied by modification.

Thanks to the CISG, the international law of sale has become uniform, and the establishment of international sales contracts and the rights and obligations of the parties are subject to the Convention unless otherwise agreed. In this way, the law of sale in international trade has become more predictable and practical. Today, 84 states are parties to the CISG and the Convention entered into force in Turkey as of August 1, 2011.

I) HISTORY OF THE VIENNA SALE AGREEMENT

At the beginning of the 20th century, due to the rapid development of trade with transportation, production and communication, the need for a reliable, predictable and understandable common set of rules in commercial life arose. The first work on the unification of the international law of sale started in 1930 with a committee established by UNIDROIT (International Institute for the Unification of Private Law), headquartered in Rome[1] . The committee, with representatives from France, Germany, England and

Scandinavia, started to work on the unification of these four main legal systems[2] . In 1935, the

Committee submitted the Draft Treaty to UNIDROIT, which in turn submitted it to the League of Nations, which revised it with the views of the member states and prepared a second draft. However, with the outbreak of World War II, the draft could not become a treaty and the work was left unfinished. These studies conducted by UNIDROIT laid the foundations of uniform law in international sales contracts and have been used in the CISG until today. The first important feature of these drafts is that they aim to develop a comprehensive and new system that will meet the needs of merchants in practice, rather than adapting one of the existing legal systems[3] . Another feature is that, in order to facilitate the adoption and accession of countries to the system, the scope of the system is limited to international sales and the parties have the right to decide not to apply the contract even if these sales fall within the scope of the contract[4] . In the drafts, the ownership of the goods and the party to which the risk in relation thereto belongs are specifically excluded and local laws are allowed to regulate these issues in different ways5 .

With the end of World War II, the studies resumed and gained momentum with the initiatives of the Dutch Government and the conferences held in The Hague. The Dutch Government sent the drafts prepared at these conferences to various states and asked for their opinions, and following the opinions given, the Uniform Law on International Sale (ULIS) and the Uniform Law on the Formation of Contracts for the International Sale of Goods (ULFC) were adopted at a conference in The Hague in 1964 with the participation of 28 states. However, since it was agreed in these agreements that the uniform law would apply to sales contracts in all states and not only in the contracting states, they were criticized by many states and participation remained limited[5] .

Later in 1966, the United Nations Commission on International Trade Law (UNCITRAL) was established to unify and harmonize international trade law.  UNCITRAL established a Working Group in 1968 to review the ULIS and ULFC conventions and prepared a new draft for both treaties in 1977, after consultation with all participating states. Subsequently, these two drafts were merged to form a single text. On April 11, 1980, the UN Conference on Contracts for the International Sale of Goods (UN Conference on Contracts for the International Sale of Goods, CISG) convened in Vienna, the seat of UNCITRAL, and the

CISG was adopted with the participation of 62 States. The date of entry into force of the Convention is January 1, 1988.

The CISG is not a set of rules of private international law determining which state law shall apply to contracts of sale with a foreign element, but rather an agreement regulating the rules of law applicable to the substance of contracts of sale as national laws[6] . One of the reasons for the adoption of the treaty was to pay attention to the distribution of countries and continents in the working groups, to reflect different legal systems in the discussions and to find a middle ground between the civil law and the common law.8

 

II- SCOPE OF APPLICATION OF THE VIENNA SALE AGREEMENT (ARTICLES 1-6)

A. INTRODUCTION

 

Article 1 of the CISG states the scope of application as follows:

 (1) This Treaty applies to contracts for the sale of goods between parties having their place of business in different States, 

  • those States are Contracting States; or
  • where rules of private international law refer to the law of a Contracting State is applied in the case of 
  • The fact that the parties have their places of business in different States shall not be taken into account unless it appears from the contract or from negotiations or information given at or before the conclusion of the contract.
  • In the application of this Treaty, neither the nationality of the parties, nor whether they are merchants or not, nor the ordinary or commercial character of the contract shall be taken into account.

As can be seen from the article, the subject matter of the contract is primarily contracts for the international sale of goods. While the Hague Agreements of 1964 stipulated the crossing of borders between countries in the conclusion or performance of the contract as an element of internationality, in the CISG, the presence of the parties’ workplaces in different states is deemed sufficient as a prerequisite for internationality[7] . However, if the workplaces of the parties are not located in different states, no other element of internationality is accepted and the Convention does not apply[8] . The requirement of having their places of business in different states is sought at the time of the conclusion of the contract of sale[9] .

The conditions sought for in the concept of workplace are defined in the doctrine[10] as “the ability to take independent decisions to a certain extent and having the elements of continuity”. Here, it is tried to prevent places such as liaison offices[11] , stores, warehouses from being qualified as workplaces, on the other hand, it is not required to be “the management center of the enterprise or the place where commercial business is predominantly carried out”[12] . Although the CISG does not define the place of business, Article 10 of the CISG defines “the place of business which is in the closest contact with the contract and the performance of the contract” in case the parties have more than one place of business[13] .

Paragraph 2 also stipulates that the fact that the parties have their places of business in different countries must be known or should have been known by the parties at the time of the conclusion of the contract, thus preventing the parties from unknowingly becoming parties to an international sales contract and subject to the CISG[14] .

Paragraph 3 of Article 1 states that the nationality of the parties, whether they are merchants or not, and whether the Convention is commercial or not shall not be taken into account in the application of the Convention[15] . Thus, as a rule, the condition for the applicability of the Convention is that the parties have their places of business in different states and that these states are parties to the Convention, or that the state where the action is brought has not made a reservation pursuant to Article 95 and that the rules of private international law refer to the law of a contracting state.

 

B. IN TERMS OF LOCATION

The Convention also does not strictly stipulate that the parties must be from contracting states, and it has decided that if the rules of private international law (lex fori) of the court of the state where the action is brought refer to the law of a contracting state, the Convention will be applied as part of the domestic law of that contracting state, even if it is not specifically stated that the CISG will apply[16] . This reference may be due to the conflict of laws rules of the lex fori, or if the parties have agreed that the law of a contracting state is the applicable law[17] . For example, the United Kingdom (UK) is not a party to the Convention. In a sales contract between the UK and another non-party state, for example Kenya, if the parties agree that the disputes will be resolved in accordance with Turkish Law and the conflict of laws rules of the state where the case is filed allow the application of Turkish Law, the CISG will be applied as part of Turkish Law. This article was found to be very controversial[18] and upon the discussions, Article 95 of the CISG gave the right to make a reservation to paragraph b of Article 1. The states that made this reservation[19] accepted that the Convention would only apply if the parties were contracting states.

The provision of Article 1 of the CISG is considered as a unilateral conflict of laws rule by some opinions in the doctrine[20] . Therefore, it is stated in the case law that the courts of the contracting state should examine whether the CISG is applicable before applying the rules of private international law[21] . If the CISG is deemed to be applicable, the CISG should be applied directly without resorting to conflict of laws rules[22] . Determining the most appropriate law for the dispute with its own rules, without the need to resort to the rules of private law of states, is one of the purposes of the CISG and serves the purpose of being uniform law[23] . According to the contrary view[24] , this article is incompatible with the typical definition of a “unilateral conflict of laws rule”.

 

C. IN TERMS OF SUBJECT MATTER

As can be seen from Article 1, Paragraph 1, the CISG covers contracts for the sale of goods. Although what is meant by the contract of sale here is not directly defined in the Convention, when the seller’s obligation to “deliver the goods, provide the relevant documents and transfer ownership” stated in Article 30 and the buyer’s obligation to “pay the sales price and take delivery of the goods” stated in Article 53 are evaluated, it will be seen that a contract of sale that is indistinguishable from its definitions in domestic laws is meant.[25] .

However, according to the doctrine, what should be understood by the concept of “goods” in the Convention is only movable goods, and immovable and incorporeal goods cannot be evaluated within the scope of the Convention[26] . Regarding whether incorporeal goods such as software programs fall within the scope of the CISG; while it is generally accepted that intellectual rights such as programs, data, etc. carried on an incorporeal data carrier such as CDs, disks, etc. fall within the scope of the CISG, it is highly controversial whether the rights that are not carried on such an incorporeal data carrier fall within the scope of the CISG[27] .

The sales excluded from the scope of the Convention are listed in Article 2 of the Convention and these are consumer sales, sales by auction, sales by compulsory execution or other lawful means, sales of securities, bills of exchange and money, sales of ships, boats, air-cushioned vehicles or aircraft and sales of electricity. The purpose of most of these exceptions is to avoid interference with national laws, as these sales are regulated by separate legislation in domestic laws[28] . Finally, electrical energy is not covered by the CISG either because it is not considered as a good or because its sale is specifically regulated by national laws[29] .

Furthermore, Article 3 of the Convention expands the definition of a contract of sale by stating that contracts for the supply of goods to be manufactured or produced shall be deemed to be contracts of sale[30] , with the exception that the Convention shall not apply if the party ordering the goods has undertaken to supply a substantial part of the materials necessary for the manufacture or production. The reason for this distinction is that if the purchaser supplies most of the material, the contract will cease to be a contract of sale and will become a contract of work33 .

A similar distinction is made between a contract of sale and a contract of service in Article 3, Paragraph 2, which excludes from the scope of the CISG contracts where the seller’s obligations predominantly require a service or labor to be performed by him.

 

D. IN TERMS OF THE DISPUTE

Article 4 of the Convention further narrows the scope by specifying which types of issues arising out of the contract of sale fall within the scope of the agreement. According to Article 4, the CISG only regulates the conclusion of the contract of sale and the rights and obligations of the buyer and seller arising out of that contract. Unless otherwise agreed, the CISG does not cover the formal validity of the contract of sale and disputes regarding the ownership of the goods. Therefore, issues such as the obligations of the parties in international sales contracts, the formation of the contract, its provisions, performance, material validity conditions, the transfer of damage, breach and termination of the contract are covered by the CISG, while the form of the sales contract, formal validity conditions, will defects and determination of the effects on the ownership of the goods will be regulated by local laws[31] .

Article 5 of the Convention excludes the seller’s liability for death and personal injury. This issue will again be resolved by local law and according to the conflict of laws.[32]

 

E. FROM A VOLUNTARY POINT OF VIEW

 

Article 6 of the CISG gives the parties the right to decide not to apply the provisions of the Convention or to make exceptions to the provisions of the Convention or to change the effect of its provisions. Thus, the non-prescriptive nature of the Convention and the supremacy of the will of the parties are recognized[33] . Non-application of the Convention may be expressly agreed upon or it may be possible for the parties to choose the law of a non-contracting state[34]

.

<Likewise, the parties to a contract of sale not covered by the CISG may bring the contract of sale within the scope of the CISG by agreeing that the contract will be subject to the CISG or to the law of a contracting state. For example, it may be agreed that the CISG will apply to the sale of a ship. However, there is a limit to this principle of freedom, which is the mandatory provisions of domestic law. For example, in Turkish Law, consumer contracts are regulated by special laws and it cannot be agreed that the CISG will be applied in a sale to which the consumer is a party and not these laws.>[35]

 

III- GENERAL PROVISIONS

 

A. CONCLUSION OF THE CONTRACT OF SALE

According to the CISG, a contract of sale is concluded by offer and acceptance. An offer is an offer addressed to one or more persons for the conclusion of a contract, which is sufficiently specific and reflects the offeror’s intention to be bound in the event of acceptance (Art.14/1). The criterion for the offer to be considered sufficiently specific is that the sale, the quantity and the price of the sale are explicitly or implicitly specified (Art.14/2). This offer becomes effective as soon as it reaches the addressee; it binds the offeror and cannot be withdrawn (Art. 15). However, if the offer is rejected or if the addressee is notified of the withdrawal of the offer before it reaches the addressee, the offer loses its effect (Art. 15/2 and Art. 17). Similarly, the declaration of acceptance becomes effective as soon as it reaches the proposer and the contract is concluded.

A contract is concluded if the person to whom the offer is made expressly or impliedly accepts the offer (Art.18, Art.23). Performance such as “sending the goods” or “payment of the price” means tacit acceptance[36] . If changes such as additions, limitations, deletions, etc. are made in response to the proposal, this constitutes a rejection of the proposal and a counter proposal (Art.19/1). However, if these amendments do not materially change the terms of the proposal and the original proposer does not object to these amendments without justifiable delay, these amendments shall be deemed to be accepted and the contract shall be concluded with the terms containing the amendments (Art. 19/2). “Supplementary or different provisions relating to the price, payment, quality and quantity of the goods, place and time of delivery, the extent of the liability of one party to the other or the settlement of disputes” are considered non-fundamental modifications (Art. 19/3). One of the criteria of whether an amendment is fundamental or not is that the amendment is not related to the concrete dispute between the parties[37] . For example, an amendment stating that the contract can only be amended in writing is not fundamental in a dispute regarding the quality of the goods.

 

B. SALE OF GOODS

As mentioned above, the CISG was prepared by combining the main legal systems. The civil law, of which Turkish law is a part, and the common law differ from each other in terms of breach of contract provisions. In Turkish law of obligations, in parallel with German and Swiss law, breach of contract is differentiated according to the cause of the breach and is subject to different regulations[38] . In Anglo-Saxon law, all breaches of contract, regardless of the reason for the termination of the contract, are categorized under the heading of “breach of contract”. For example, in Anglo-Saxon law, “failure to fulfill a contractual undertaking (for whatever reason – impossibility, default, defect, etc.) is, as a rule, a breach of contract. Every undertaking undertaken by contract constitutes a warranty undertaking; therefore, the failure of the perpetrator to fulfill this undertaking gives rise to his strict liability.”[39] In continental European law, on the other hand, these cases of termination are regulated separately and separate consequences are attached to each of them as default liability.

In the CISG system, the common law system has been adopted in the breach of contract provisions and all breaches are grouped under the title of “breach of contract” regardless of the reasons for breach of contract. Article 25 defines “material breach of contract” as the breach of contract by one of the parties which deprives the other party to a substantial extent of what it is entitled to expect from the contract. Unless the party breaching the contract could not have foreseen this result or a reasonable person in the same circumstances could not have foreseen this result.

According to Article 26 of the Convention, the contract is terminated by sending a notice of termination to the other party. <As in some legal systems, no prior notice is required for termination. It is sufficient to send the termination declaration duly and it does not need to reach the other party.[40]

 

C. OBLIGATIONS OF THE SELLER

In Section 2 of Part 3 of the CISG, the seller’s obligations are generally organized as the obligation to “deliver the goods”, “deliver the documents related to delivery” and “transfer title”.

1. Place of Delivery

If the place of delivery of the goods is not agreed in the contract, the place of delivery shall be determined in accordance with Article 31.

  1. If the contract of sale requires the transportation of the goods, the seller fulfills the obligation of delivery by “delivering the goods to the first carrier” for delivery to the buyer.
  2. In the event that the contract relates to individually specified goods or goods of a type to be supplied from a specific stock or goods to be manufactured or produced and the parties know at the time of the conclusion of the contract that the goods are located in a specific place or that they will be manufactured or produced there, the seller fulfills the delivery obligation by making the goods available to the buyer at this place.
  3. In other cases, the place of delivery is the place where the seller’s workplace is located at the time of the conclusion of the contract.

2. Contractual Compliance and Default

Although the CISG regulates the place of delivery of the goods in detail, it does not detail the conformity of the goods to the contract and stipulates that the conformity to the contract must be in accordance with the “quantity, quality and type” described in the contract. The purpose here is to establish a provision that covers all different types of goods that do not comply with the definition agreed in the contract44 .

Pursuant to Article 35, paragraph 3, the buyer cannot assert a right to compensation if he knew or should have known that the goods were not in conformity with the contract[41] .

The seller is liable for the breach of contract existing at the time the damage is transferred to the buyer, even if the breach of contract arose after that moment (Art. 36). The buyer, in turn, has the obligation to “inspect or have the goods inspected” as soon as possible (Art. 37/1). However, if the contract involves the transportation of the goods, the inspection may be made after the arrival of the goods at the place of shipment (Art. 37/2). If there is any breach of the contract (in other words, a defect), the buyer is obliged to notify the seller within a reasonable time from the time he or she is or should have been aware of the nonconformity and in any case within 2 years after delivery. The sanction for the buyer’s failure to fulfill this notification obligation is the loss of the right to compensation[42] . With this sanction, the CISG differs from some other laws where the failure to fulfill the notification obligation creates a problem of proof (for example, the notification obligation under Article 1185 of the TCC). However, if the seller knows or should have known of the defect in the contract, he cannot benefit from this limitation period (Art. 40).

 

3. Buyer’s Rights against Seller’s Breach of Contract

In case of breach of contract, the buyer’s optional rights are performance in kind, rescission of the contract, reduction of the sums and claim for compensation. However, the claim for compensation may be asserted alongside the other rights as in the Turkish Code of Obligations. In other words, the exercise of one of the three optional rights does not terminate the right to claim compensation.

a) Performance in Kind (Art.46)

If the seller breaches the contract, one of the optional rights of the buyer is to demand the performance of the performance in kind. However, pursuant to Article 46, if the breach is due to a defect, the buyer’s rights are to replace the goods with similar goods and to repair the goods.

In order for the buyer to demand the replacement of the goods with similar goods, the defect must be “substantial”. If the breach of contract is not “substantial”, the buyer may request the repair of the defect. However, this request must be reasonable, in other words, the repair must not be more costly than the replacement[43] . If the repair to be made is a simple alteration, and especially if the seller’s repair facilities are located in another country, the buyer may make the repair himself at the expense of the seller48 .

 

b) Termination of the Contract (Art.49)

The Buyer may notify the termination of the contract in the following cases:

  • If the seller’s failure to fulfill any of its contractual or CISG obligations constitutes a material breach of contract,
  • In the case of non-delivery, if the seller fails to deliver the goods within the additional period granted by the buyer pursuant to Article 47, paragraph 1, or announces that he will not deliver them within the granted period.

c) Reduction of the Price (Art.50)

The buyer may request a price reduction in proportion to the difference between the value of the goods actually delivered to him and the value of the goods in accordance with the contract.

d) Compensation Claim

Unlike the Code of Obligations, the liability for damages under the CISG is a strict liability. As a rule, neither the buyer nor the seller can be relieved of liability even if they prove that they are not at fault for breach of contract. The exceptions to this rule are Article 79 and Article 80, which regulate the cases where both parties are released from liability.

The exception in Article 80 provides that a party may not rely on the other party’s nonperformance of its obligations to the extent that such non-performance is caused by its own action or inaction.

The non-liability rule in Article 79 is the obstacle “beyond the control” of a party. According to this article, the condition for a party to be released from liability is to prove that the failure to perform its obligation is caused by an obstacle beyond its control and that it could not reasonably be expected to take this obstacle into account at the time of conclusion of the contract or to avoid or overcome the obstacle and its consequences. These reasons are unexpected illness, death, arrest of the seller, theft despite taking the necessary security measures, natural disasters. [44]

The CISG aims to compensate the buyer for all damages arising from the defect. For this reason, no distinction is made between negative and positive, positive and negative damages[45] . This concept of damage is defined in Article 74 as “The compensation payable in the event of a breach of contract by one of the parties shall be equal to the sum of the damages suffered by the other party as a result of the breach, including the profit deprived.” It is defined as follows. This damage includes damages to other goods, lost profits and loss of commercial reputation due to breach of contract[46] .

 

D. OBLIGATIONS OF THE BUYER

Pursuant to Article 53, the buyer’s obligations are generally to pay the price and to take delivery of the goods sold. The time of payment, unless otherwise agreed, is the moment when the seller presents to the buyer the documents that enable the goods to enter the buyer’s possession (Art. 58).

The obligation to take delivery of the goods is to perform all acts reasonably expected of the buyer that would enable the seller to deliver the goods and to actually take delivery of the goods (Art. 60).

1. Seller’s Rights in Case of Buyer’s Breach of Contract

If the buyer fails to fulfill any of its obligations under the contract and the CISG, the seller’s optional rights are to demand performance, terminate the contract and claim damages. However, just as explained above in the section on the seller’s default, the claim for damages may be asserted alongside the other two optional rights, as in the Turkish Code of Obligations. Since the scope and nature of the claim for damages have been mentioned above, it will not be mentioned again.

a) Right to Demand Performance

If the buyer breaches its contractual obligations, the seller may demand payment of the price, delivery of the goods and performance of other obligations (Art. 62). A “reasonable grace period” may also be granted for the performance of the buyer’s obligations (Art. 63).

b) Right to Terminate the Contract

The seller may terminate the contract if the buyer fails to fulfill any of its contractual obligations, or if the buyer fails to pay the price or take delivery of the goods within the additional period set by the seller.

E. PASSING OF THE RISK

The transfer of the risk of the goods sold from the seller to the buyer causes the buyer to bear any loss or damage to the goods sold that is not caused by the seller (Art. 66) and is therefore important.

If the contract of sale requires the transportation of the goods and the place of delivery has not been determined, the risk passes to the buyer at the moment the goods are delivered to the first carrier for shipment to the buyer (Art. 67). If the place of delivery has been determined, the risk passes to the buyer upon delivery of the goods to the buyer at that place.

In sales without transportation, the risk passes to the buyer upon delivery of the goods to the buyer at the place of delivery. Failure of the buyer to take delivery of the goods at the place of delivery does not prevent the risk from passing to the buyer (Art. 69).

CONCLUSION

Unlike other treaties, since the CISG was prepared by combining different legal systems, it was prepared in a concrete and plain language that everyone can easily understand and can be easily understood and applied by non-lawyers instead of terms and abstract concepts specific to certain legal systems[47] .

The CISG is based on the freedom of will of the parties and the enforceability of the contract. The fact that contracts for the sale of goods between parties having their places of business in different contracting states are subject to the CISG unless otherwise agreed, and that even non-contracting parties may agree that the CISG may apply to their contracts for the sale of goods between them, is evidence that one of the main purposes of the CISG is to be applicable in as many places and disputes as possible. Likewise, the fact that sales contracts subject to the CISG as a rule may be agreed not to be subject to the CISG, and likewise, sales contracts not subject to the CISG as a rule may be agreed to be subject to the CISG, and that some of the provisions in the CISG may be agreed not to be applied or to be applied with modifications is an indication that one of the basic principles of the CISG is the freedom of will of the parties.

Thanks to the CISG, the international law of sale has become uniform, and the establishment of international sales contracts and the rights and obligations of the parties are subject to the Convention unless otherwise agreed. In this way, the law of sale in international trade has become more predictable and practical. Today, 84[48] states are parties to the CISG and the Convention entered into force in Turkey as of August 1, 2011[49] .

When all these data are evaluated, it can be said that the CISG has achieved the purpose for which it was drafted, that is, it has served to uniformize international sale of goods contracts.

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[1] WINSHIP, Peter, The Scope of the Vienna Convention on International Sales Contracts, p.3, https://www.cisg.law.pace.edu/cisg/biblio/winship5.html (accessed on 18.10.2017).

[2] WINSHIP, p.4.

[3] RABEL, Ernst, A Draft of an International Law of Sales, The University of Chicago Law Review V.5 N.4, June 1938, pp. 543,544 http://chicagounbound.uchicago.edu/cgi/viewcontent.cgi?article=1572&context=uclrev (accessed on 19.10.2017).

[4] WINSHIP, p.6. 5 WINSHIP, p.6.

[5] WINSHIP, pp.10-12.

[6] ATAMER, M. Yeşim, The Seller’s Obligations under the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Consequences of Breach of Contract, 1st Edition, Istanbul 2005, p.4. 8 ATAMER, p.24.

[7] SCHLECHTRIEM, Peter, Uniform Sales Law – The UN-Convention on Contracts for the International Sale of Goods, Vienna 1986, p.26 (shortly Uniform Sales Law)

https://www.cisg.law.pace.edu/cisg/biblio/schlechtriem.html#a11 (accessed 31.10.2017); ÖZDEMIR KOCASAKAL, Hatice, Vienna Convention’s Application Area in terms of Private International Law, Galatasaray University Law Faculty Journal 2013/1 CISG Special Issue, pp.19-53, p.23.

[8] ATAMER, pp.47-50; YALÇINTAŞ, Simin, The Scope of the Vienna Sales Convention and the Changes to be Experienced in Turkish International Sales Law with the Convention,BATIDER September 2011, Volume XXVII, Issue 3, p.286; ÖZDEMIR KOCASAKAL, p.23.

[9] ATAMER, p.49; ÖZDEMIR KOCASAKAL, p.24.

[10] HONNOLD, John, Uniform Law for International Sales under the 1980 United Nations Convention, 1999, p.32, https://www.cisg.law.pace.edu/cisg/biblio/honnold.html (accessed 01.11.2017); ÖZDEMIR KOCASAKAL, p.24.

[11] For the French Court of Appeal decision that a liaison office is not a workplace, see: CA Paris, J.D.24410, 24 April 1992 Fauba v. Fujitsu case https://www.cisg.law.pace.edu/cisg/wais/db/cases2/920422f1.html (accessed 01.11.2017).

[12] AKÇURA KARAMAN, Tuba, The Rights of the Buyer in the Event of Defect within the Framework of the Code of Obligations and the Vienna Sales Convention, BATIDER March 2012, Volume XXVIII, Issue 1, pp.193-254, pp.197,198.

[13] See: ÖZDEMIR KOCASAKAL, p.24.

[14] See: ATAMER, p.49; ÖZDEMIR KOCASAKAL, p.26.

[15] See ATAMER, p.54.

[16] ATAMER, p.50; MISTELIS, Loukas, Application of the CISG: In Terms of Place, Time and Person, (Translation: YASAN, Candan), ATAMER, Yeşim M (Editor), International Sales Law (CISG), Istanbul 2012, p.15.

[17] See: ÖZDEMIR KOCASAKAL, pp.31-33.

[18] See ATAMER, p.52; SCHLECHTRIEM, Uniform Sales Law, p.23-26.

[19] Mainly China, the US and some Scandinavian countries.

[20] MISTELIS, p.16; SCHLECHTRIEM, Peter, Requirements of Application and Sphere of Applicability of the CISG, Victoria University of Wellington Law Review (2005/4), p.784

https://www.cisg.law.pace.edu/cisg/biblio/schlechtriem9.html (accessed 31.10.2017); Bell, Kevin, The Sphere of Application of the Vienna Convention on Contracts for the International Sale of Goods, 1996, p.246 https://www.cisg.law.pace.edu/cisg/biblio/bell.html (accessed 08.11.2017).

[21] District Court Pavia (Tessile v. Ixela) 29 December 1999, http://www.cisg.law.pace.edu/cases/991229i3.html (accessed 07.11.2017); see also ATAMER, p.51.

[22] MISTELIS, p.16; November 30, 1998 Commercial Court Zurich (Lambskin coat case), http://www.cisg.law.pace.edu/cases/981130s1.html (accessed 07.11.2017).

[23] MISTELIS, p.23.

[24] ÖZDEMIR KOCASAKAL, p.30-31.

[25] ATAMER, p. 36; WINSHIP, p. 22.

[26] ATAMER, p. 44; SCHLECHTRIEM, p.785,786; DEVELIOĞLU, Hüseyin Murat, Application Area of the CISG in terms of the Subject and Nature of Contracts, Galatasaray University Law Faculty Journal 2013/1 CISG Special Issue, pp.53-73, pp.55-56; HONNOLD, p.52.

[27] ATAMER, p.44

[28] ATAMER, p.45; SCHLECHTRIEM, Uniform Sales Law, p.27-30; DEVELIOĞLU, p.66-67.

[29] ATAMER, p.45

[30] HEIDERHOFF, Bettina, CISG’s Field of Application in terms of Subject Matter, (Translation: GeçSOY, Ajda), ATAMER, Yeşim M (Editor), International Sales Law (CISG), Istanbul 2012, pp.25-36, p.27. 33 YALÇINTAŞ, p.296; DEVELIOĞLU p.60-61.

[31] SCHLECHTRIEM, p.787; YALÇINTAŞ, p.299; BETTINA, p.34-35.

[32] BETTINA, pp.35-36.

[33] See ATAMER, p.57; WINSHIP, p.32; ÖZDEMIR KOCASAKAL, p.39.

[34] See ATAMER, p.58; SCHLECHTRIEM, p.784; ÖZDEMIR KOCASAKAL, p.44.

[35] SCHLECHTRIEM, p.784.

[36] SCHLECTRIEM, Uniform Sales Law, p.53.

[37] FARNSWORTH, E.Allan, Bianca-Bonell Commentary on the International Sales Law, Milan 1987, p.182, https://www.cisg.law.pace.edu/cisg/biblio/farnsworth-bb19.html (accessed 02.11.2017).

[38] AKÇURA KARAMAN, p.204.

[39] AKÇURA KARAMAN, p.205.

[40] SCHLECTRIEM, Uniform Sales Law, p.60. 44 SCHLECTRIEM, Uniform Sales Law, p.66.

[41] SCHLECTRIEM, Uniform Sales Law, p.67.

[42] LOOKOFSKY, Joseph, The 1980 United Nations Convention on Contracts for the International Sale of Goods, 2000, p.104 https://www.cisg.law.pace.edu/cisg/biblio/loo39.html#192 (accessed 03.11.2017).

[43] AKÇURA KARAMAN, p.230. 48 HONNOLD, p.308.

[44] AKÇURA KARAMAN, p.245-246.

[45] AKÇURA KARAMAN, p.247.

[46] MAGNUS, Ulrich, Compensation, Interest, Release from Liability under the CISG, (Translation: SÜZEL,

Cüneyt), ATAMER, Yeşim M (Editor), International Sales Law (CISG), Istanbul 2012, pp.287-311, pp.294-295.

[47] ÖZSUNAY, Ergun, Contracts for the International Sale of Goods, Istanbul Bar Association Journal S.2004/3 Vol.78 p.911.

[48] For the current list, see http://www.cisg.law.pace.edu/cisg/countries/cntries.html (accessed on 18.10.2017).

[49] For the text and effective date of the Treaty, see: http://cisg7.institutebusiness.de/pdf/Textsammlung/textsammlungtuerkisch.pdf (accessed on 19.10.2017).