Identify the transaction and the relevant businesses

Record the parties’ places of business, the goods involved, and the important dates. Nationality alone does not answer the applicability question. A transaction that combines goods and services may require closer analysis, as may particular categories of goods. The CISG is directed at international commercial sales and has exclusions, including rules concerning consumer purchases. Ask counsel to examine the actual transaction rather than assuming that every overseas order is covered.

Assess applicability and any exclusion

Whether the Convention applies can depend on the countries involved, applicable conflict-of-laws rules, declarations, and the parties’ agreement. Parties can generally exclude its application or vary its rules within the Convention’s limits. Simply selecting the law of a Contracting State may not express the exclusion a party intended. Discuss the wording with counsel and keep the treatment of the CISG consistent across quotations, purchase orders, and standard terms.

Understand what it does and does not address

The CISG deals with matters such as contract formation and the buyer’s and seller’s obligations. It does not resolve every issue connected with a sale. Contract validity and the effect of the contract on ownership of the goods generally fall outside its scope, subject to its text. Jurisdiction, limitation periods, regulatory compliance, and other questions also need separate assessment. A reference to the Convention is therefore not a complete legal framework for the transaction.

Make the operational terms precise

Define specifications, quantities, inspection arrangements, delivery obligations, payment terms, and the documents to accompany the goods. Identify the intended effect of any trade term and its version, rather than relying on an unexplained abbreviation. Review when and how problems must be reported. Preserve samples, inspection records, and communications about nonconformity. Legal remedies can depend on facts and timely notices, so a quality complaint should not remain indefinitely inside an informal sales conversation.

Coordinate contract management across teams

Give sales, purchasing, logistics, finance, and legal staff access to the agreed terms relevant to their work. Record amendments and avoid assuming that a later email changes every related document. If performance breaks down, get advice before cancelling, withholding payment, or disposing of disputed goods. The correct response depends on the agreement and applicable rules. A reliable transaction file helps counsel assess options without reconstructing the deal from scattered messages.

Your preparation checklist

Put the essentials in one place.

  • The parties’ places of business and transaction details.
  • The governing-law terms and intended CISG treatment.
  • Specifications, delivery, payment, inspection, and notice provisions.
  • An organized record of performance, changes, and complaints.

References: UNCITRAL, CISG overview and Digest of Case Law; United Nations Audiovisual Library of International Law, CISG introductory material. Treaty status, declarations, exclusions, and applicable law require transaction-specific review.