Uniform Laws on International Sales Act 1967

• Citation: 1967 c. 45
• Sections: 132

Section 1 Application of Uniform Law on the International Sale of Goods.

(1) In this Act “ the Uniform Law on Sales ” means the Uniform Law on the International Sale of Goods forming the Annex to the First Convention and set out, with the modification provided for by Article III of that Convention, in Schedule 1 to this Act; and “ the First Convention ” means the Convention relating to a Uniform Law on the International Sale of Goods done at The Hague on 1st July 1964.

(2) The Uniform Law on Sales shall, subject to the following provisions of this section, have the force of law in the United Kingdom.

(3) While an Order of Her Majesty in Council is in force declaring that a declaration by the United Kingdom under Article V of the First Convention (application only by choice of parties) has been made and not withdrawn the Uniform Law on Sales shall apply to a contract of sale only if it has been chosen by the parties to the contract as the law of the contract.

(4) In determining the extent of the application of the Uniform Law on Sales by virtue of Article 4 thereof (choice of parties)—

(a) in relation to a contract made before 18 May 1973, no provision of the law of any part of the United Kingdom shall be regarded as a mandatory provision within the meaning of that Article;

(b) in relation to a contract made on or after 18 May 1973 and before 1 February 1978, no provision of that law shall be so regarded except sections 12 to 15, 55 and 56 of the Sale of Goods Act 1979;

(c) in relation to a contract made on or after 1 February 1978, no provision of that law shall be so regarded except sections 12 to 15B of the Sale of Goods Act 1979 and sections 9 to 17, 19 to 24 and 28 to 32 of the Consumer Rights Act 2015.

(5) If Her Majesty by Order in Council declares what States are Contracting States, and in respect of what territories, or what declarations under Article II of the First Convention are for the time being in force, the Order shall, while in force, be conclusive for the purposes of paragraph 1 or, as the case may be, paragraph 5 of Article 1 of the Uniform Law on Sales; but any Order in Council under this subsection may be varied or revoked by a subsequent Order in Council.

(6) The Uniform Law on Sales shall not apply to contracts concluded before such date as Her Majesty may by Order in Council declare to be the date on which the First Convention comes into force in respect of the United Kingdom.

(7) Any Order in Council under the preceding provisions of this section shall be laid before Parliament after being made.

(8) An Order in Council made under subsection (3) of this section may be revoked by a subsequent Order in Council; but no recommendation shall be made to Her Majesty in Council to make an Order under this subsection unless a draft thereof has been laid before and approved by each House of Parliament.

Section 2 Application of Uniform Law on the Formation of Contracts for the International Sale of Goods.

(1) In this Act “ the Uniform Law on Formation ” means the Law forming Annex I to the Second Convention as set out, with the modifications provided for by paragraph 3 of Article I of that Convention, in Schedule 2 to this Act; and “ the Second Convention ” means the Convention relating to a Uniform Law on the Formation of Contracts for the International Sale of Goods done at The Hague on 1st July 1964.

(2) Subject to subsection (3) of this section the Uniform Law on Formation shall have the force of law in the United Kingdom.

(3) The Uniform Law on Formation shall not apply to offers, replies and acceptances made before such date as Her Majesty may by Order in Council declare to be the date on which the Second Convention comes into force in respect of the United Kingdom.

(4) An Order in Council under this section shall be laid before Parliament after being made.

Section 3 Revision of Uniform Laws.

(1) If by any international Convention the Uniform Law on Sales or the Uniform Law on Formation is amended Her Majesty may by Order in Council modify the Schedules to this Act in such manners as appears to Her necessary for the purpose of giving effect to the Convention.

(2) No recommendation shall be made to Her Majesty in Council to make an Order under this section unless a draft thereof has been laid before and approved by each House of Parliament.

Section 4 Application to Isle of Man and Channel Islands.

Her Majesty may by Order in Council direct that the provisions of this Act shall extend, with such exceptions, adaptations and modifications as may be specified in the Order, to the Isle of Man or any of the Channel Islands; and an Order in Council under this section may be varied or revoked by a subsequent Order in Council.

Section 5 Short title.

This Act may be cited as the Uniform Laws on International Sales Act 1967.

Section 1

The present Law shall apply to contracts of sale of goods entered into by parties whose places of business are in the territories of different Contracting States, in each of the following cases:

(a) where the contract involves the sale of goods which are at the time of the conclusion of the contract in the course of carriage or will be carried from the territory of one State to the territory of another;

(b) where the acts constituting the offer and the acceptance have been effected in the territories of different States;

(c) where delivery of the goods is to be made in the territory of a State other than that within whose territory the acts constituting the offer and the acceptance have been effected.

Section 1

The present Law shall not apply to sales:

(a) of stocks, shares, investment securities, negotiable instruments or money;

(b) of any ship, vessel or aircraft, which is or will be subject to registration;

(c) of electricity;

(d) by authority of law or on execution or distress.

Section 1

The parties shall be bound by any usage which they have expressly or impliedly made applicable to their contract and by any practices which they have established between themselves.

Section 1

Delivery consists in the handing over of goods which conform with the contract.

Section 1

Where the contract of sale does not involve carriage of the goods, the seller shall deliver the goods at the place where he carried on business at the time of the conclusion of the contract, or, in the absence of a place of business, at his habitual residence.

Section 1

Where the seller fails to perform his obligations as regards the date or the place of delivery, the buyer may, as provided in Articles 25 to 32:

(a) require performance of the contract by the seller;

(b) declare the contract avoided.

Section 1

Where the failure to deliver the goods at the date fixed amounts to a fundamental breach of the contract, the buyer may either require performance by the seller or declare the contract avoided. He shall inform the seller of his decision within a reasonable time; otherwise the contract shall be ipso facto avoided.

Section 1

Where failure to deliver the goods at the date fixed does not amount to a fundamental breach of the contract, the seller shall retain the right to effect delivery and the buyer shall retain the right to require performance of the contract by the seller.

Section 1

Where failure to deliver the goods at the place fixed amounts to a fundamental breach of the contract, and failure to deliver the goods at the date fixed would also amount to a fundamental breach, the buyer may either require performance of the contract by the seller or declare the contract avoided. The buyer shall inform the seller of his decision within a reasonable time; otherwise the contract shall be ipso facto avoided.

Section 1

In cases not provided for in Article 30, the seller shall retain the right to effect delivery at the place fixed and the buyer shall retain the right to require performance of the contract by the seller.

Section 1

If delivery is to be effected by handing over the goods to a carrier and the goods have been handed over at a place other than that fixed, the buyer may declare the contract avoided, whenever the failure to deliver the goods at the place fixed amounts to a fundamental breach of the contract. He shall lose this right if he has not promptly declared the contract avoided.

Section 1

The seller shall not have fulfilled his obligation to deliver the goods, where has has handed over:

(a) part only of the goods sold or a larger or a smaller quantity of the goods than he contracted to sell;

(b) goods which are not those to which the contract relates or goods of a different kind;

(c) goods which lack the qualities of a sample or model which the seller has handed over or sent to the buyer, unless the seller has submitted it without any express or implied undertaking that the goods would conform therewith;

(d) goods which do not possess the qualities necessary for their ordinary or commercial use;

(e) goods which do not possess the qualities for some particular purpose expressly or impliedly contemplated by the contract;

(f) in general, goods which do not possess the qualities and characteristics expressly or impliedly contemplated by the contract.

Section 1

Whether the goods are in conformity with the contract shall be determined by their condition at the time when risk passes. However, if risk does not pass because of a declaration of avoidance of the contract or of a demand for other goods in replacement, the conformity of the goods with the contract shall be determined by their condition at the time when risk would have passed had they been in conformity with the contract.

Section 1

The buyer shall examine the goods, or cause them to be examined, promptly.

Section 1

The buyer shall lose the right to rely on a lack of conformity of the goods if he has not given the seller notice thereof promptly after he has discovered the lack of conformity or ought to have discovered it. If a defect which could not have been revealed by the examination of the goods provided for in Article 38 is found later, the buyer may nonetheless rely on that defect, provided that he gives the seller notice thereof promptly after its discovery. In any event, the buyer shall lose the right to rely on a lack of conformity of the goods if he has not given notice thereof to the seller within a period of two years from the date on which the goods were handed over, unless the lack of conformity constituted a breach of a guarantee covering a longer period.

Section 1

Where the buyer has given due notice to the seller of the failure of the goods to conform with the contract, the buyer may, as provided in Articles 42 to 46:

(a) require performance of the contract by the seller;

(b) declare the contract avoided;

(c) reduce the price.

Section 1

The buyer may require the seller to perform the contract:

(a) if the sale relates to goods to be produced or manufactured by the seller, by remedying defects in the goods, provided the seller is in a position to remedy the defects;

(b) if the sales relates to specific goods, by delivering the goods to which the contract refers or the missing part thereof;

(c) if the sale relates to unascertained goods, by delivering other goods which are in conformity with the contract or by delivering the missing part or quantity, except where the purchase of goods in replacement is in conformity with usage and reasonably possible.

Section 1

In cases not provided for in Article 43, the seller shall retain, after the date fixed for the delivery of the goods, the right to deliver any missing part or quantity of the goods or to deliver other goods which are in conformity with the contract or to remedy any defect in the goods handed over, provided that the exercise of this right does not cause the buyer either unreasonable inconvenience or unreasonable expense.

Section 1

Where the seller has handed over part only of the goods or an insufficient quantity or where part only of the goods handed over is in conformity with the contract, the provisions of Articles 43 and 44 shall apply in respect of the part or quantity which is missing or which does not conform with the contract.

Section 1

The buyer shall lose his right to rely on lack of conformity with the contract at the expiration of a period of one year after he has given notice as provided in Article 39, unless he has been prevented from exercising his right because of fraud on the part of the seller.

Section 1

Where the goods are subject to a right or claim of a third person, the buyer, unless he agreed to take the goods subject to such right or claim, shall notify the seller of such right or claim, unless the seller already knows thereof, and request that the goods should be freed therefrom within reasonable time or that other goods free from all rights and claims of third persons be delivered to him by the seller.

Section 1

If the seller is bound to despatch the goods to the buyer, he shall make, in the usual way and on the usual terms, such contracts as are necessary for the carriage of the goods to the place fixed.

Section 1

If the seller fails to perform any obligation other than those referred to in Articles 20 to 53, the buyer may:

(a) where such failure amounts to a fundamental breach of the contract, declare the contract avoided, provided that he does so promptly, and claim damages in accordance with Articles 84 to 87, or

(b) in any other case, claim damages in accordance with Article 82.

Section 1

The buyer shall pay the price to the seller at the seller’s place of business or, if he does not have a place of business, at his habitual residence, or, where the payment is to be made against the handing over of the goods or of documents, at the place where such handing over takes place.

Section 1

If the buyer fails to pay the price in accordance with the contract and with the present law, the seller may require the buyer to perform his obligation.

Section 1

Where the failure to pay the price at the date fixed amounts to a fundamental breach of the contract, the seller may either require the buyer to pay the price or declare the contract avoided. He shall inform the buyer of his decision within a reasonable time; otherwise the contract shall be ipso facto avoided.

Section 1

Where the contract is avoided because of failure to pay the price, the seller shall have the right to claim damages in accordance with Articles 84 to 87.

Section 1

Where the buyer’s failure to take delivery of the goods in accordance with the contract amounts to a fundamental breach of the contract or gives the seller good grounds for fearing that the buyer will not pay the price, the seller may declare the contract avoided.

Section 1

If the contract reserves to the buyer the right subsequently to determine the form, measurement or other features of the goods (sale by specification) and he fails to make such specification either on the date expressly or impliedly agreed upon or within a reasonable time after receipt of a request from the seller, the seller may declare the contract avoided, provided that he does so promptly, or make the specification himself in accordance with the requirements of the buyer in so far as these are known to him.

Section 1

Where the contract is avoided because of the failure of the buyer to accept delivery of the goods or to make a specification, the seller shall have the right to claim damages in accordance with Articles 84 to 87.

Section 1

If the buyer fails to perform any obligation other than those referred to in Sections I and II of this Chapter, the seller may:

(a) where such failure amounts to a fundamental breach of the contract, declare the contract avoided, provided that he does so promptly, and claim damages in accordance with Articles 84 to 87; or

(b) in any other case, claim damages in accordance with Article 82.

Section 1

Where the contract involves carriage of the goods and where delivery is, by virtue of paragraph 2 of Article 19, effected by handing over the goods to the carrier, the seller may either postpone despatch of the goods until he receives payment or proceed to despatch them on terms that reserve to himself the right of disposal of the goods during transit. In the latter case, he may require that the goods shall not be handed over to the buyer at the place of destination except against payment of the price and the buyer shall not be bound to pay the price until he has had an opportunity to examine the goods.

Section 1

Each party may suspend the performance of his obligations whenever, after the conclusion of the contract, the economic situation of the other party appears to have become so difficult that there is good reason to fear that he will not perform a material part of his obligations.

Section 1

Where one of the parties has not performed one of his obligations, he shall not be liable for such non-performance if he can prove that it was due to circumstances which, according to the intention of the parties at the time of the conclusion of the contract, he was not bound to take into account or to avoid or to overcome; in the absence of any expression of the intention of the parties, regard shall be had to what reasonable persons in the same situation would have intended.

Section 1

Where, in the case of contracts for delivery of goods by instalments, by reason of any failure by one party to perform any of his obligations under the contract in respect of any instalment, the other party has good reason to fear failure of performance in respect of future instalments, he may declare the contract avoided for the future, provided that he does so promptly.

Section 1

Avoidance of the contract releases both parties from their obligations thereunder, subject to any damages which may be due.

Section 1

The buyer shall lose his right to declare the contract avoided where it is impossible for him to return the goods in the condition in which he received them.

Section 1

Where the seller is under an obligation to refund the price, he shall also be liable for the interest thereon at the rate fixed by Article 83, as from the date of payment.

Section 1

In case of avoidance of the contract, where there is a current price for the goods, damages shall be equal to the difference between the price fixed by the contract and the current price on the date on which the contract is avoided.

Section 1

Where the goods have been received by the buyer, he shall take reasonable steps to preserve them if he intends to reject them; he shall have the right to retain them until he has been reimbursed his reasonable expenses by the seller.

Section 1

The party who, in the cases to which Articles 91 and 92 apply, is under an obligation to take steps to preserve the goods may sell them by any appropriate means, provided that there has been unreasonable delay by the other party in accepting them or taking them back or in paying the costs of preservation and provided that due notice has been given to the other party of the intention to sell.

Section 1

The risk shall pass to the buyer when delivery of the goods is effected in accordance with the provisions of the contract and the present Law.

Section 1

Where the handing over of the goods is delayed owing to the breach of an obligation of the buyer, the risk shall pass to the buyer as from the last date when, apart from such breach, the handing over could have been made in accordance with the contract.

Section 1

Where the sale is of goods in transit by sea, the risk shall be borne by the buyer as from the time at which the goods were handed over to the carrier.

Section 2

Where a party to the contract does not have a place of business, reference shall be made to his habitual residence.