Section V Effects of avoidance

　　Article 81

　　（1） Avoidance of the contract releases both parties from theirobligations under it， subject to any damages which may be due. Avoidancedoes not affect any provision of the contract for the settlement ofdisputes or any other provision of the contract governing the rights andobligations of the parties consequent upon the avoidance of the contract.

　　（2） A party who has performed the contract either wholly or in partmay claim restitution¹ from the other party of whatever the first party hassupplied or paid under the contract. If both parties are bound to makerestitution， they must do so concurrently².

　　Article 82

　　（1） The buyer loses the right to declare the contract avoided or torequire the seller to deliver substitute goods if it is impossible for himto make restitution of the goods substantially in the condition in whichhe received them.

　　（2） The preceding paragraph does not apply：

　　（a） if the impossibility of making restitution of the goods or ofmaking restitution of the goods substantially in the condition in whichthe buyer received them is not due to his act or omission³；

　　（b） if the goods or part of the goods have perished or deteriorated⁴ asa result of the examination provided for in article 38； or

　　（c） if the goods or part of the goods have been sold in the normalcourse of business or have been consumed or transformed by the buyer inthe course of normal use before he discovered or ought to have discoveredthe lack of conformity⁵.

　　Article 83

　　A buyer who has lost the right to declare the contract avoided or torequire the seller to deliver substitute goods in accordance with article82 retains all other remedies under the contract and this Convention.

　　Article 84

　　（1） If the seller is bound to refund⁶ the price， he must also payinterest on it， from the date on which the price was paid.

　　（2） The buyer must account to the seller for all benefits which he hasderived from the goods or part of them：

　　（a） if he must make restitution of the goods or part of them； or

　　（b） if it is impossible for him to make restitution of all or part ofthe goods or to make restitution of all or part of the goods substantiallyin the condition in which he received them， but he has neverthelessdeclared the contract avoided or required the seller to deliver substitutegoods.

　　Section VI Preservation⁷ of the goods

　　Article 85

　　If the buyer is in delay in taking delivery of the goods or， wherepayment of the price and delivery of the goods are to be madeconcurrently， if he fails to pay the price， and the seller is either inpossession of the goods or otherwise able to control their disposition，the seller must take such steps as are reasonable in the circumstances topreserve them. He is entitled to retain them until he has been reimbursedhis reasonable expenses by the buyer.

　　Article 86

　　（1） If the buyer has received the goods and intends to exercise anyright under the contract or this Convention to reject them， he must takesuch steps to preserve them as are reasonable in the circumstances. He isentitled to retain them until he has been reimbursed⁸ his reasonableexpenses by the seller.

　　（2） If goods dispatched to the buyer have been placed at his disposalat their destination and he exercises the right to reject them， he musttake possession of them on behalf of the seller， provided that this can bedone without payment of the price and without unreasonable⁹ inconvenienceor unreasonable expense. This provision does not apply if the seller or aperson authorized¹⁰ to take charge of the goods on his behalf is present atthe destination. If the buyer takes possession of the goods under thisparagraph， his rights and obligations are governed by the precedingparagraph.

　　Article 87

　　A party who is bound to take steps to preserve the goods may depositthem in a warehouse¹¹ of a third person at the expense of the other partyprovided that the expense incurred¹² is not unreasonable.

　　Article 88

　　（1） A party who is bound to preserve the goods in accordance witharticle 85 or 86 may sell them by any appropriate means if there has beenan unreasonable delay by the other party in taking possession of the goodsor in taking them back or in paying the price or the cost of preservation，provided that reasonable notice of the intention to sell has been given tothe other party.

　　（2） If the goods are subject to rapid deterioration¹³ or theirpreservation would involve unreasonable expense， a party who is bound topreserve the goods in accordance with article 85 or 86 must takereasonable measures to sell them. To the extent possible he must givenotice to the other party of his intention to sell.

　　（3） A party selling the goods has the right to retain out of theproceeds of sale an amount equal to the reasonable expenses of preservingthe goods， and of selling them. He must account to the other party for thebalance.

　　Party IV Final Provisions

　　Article 89

　　The Secretary-General of the United Nations is hereby designated asthe depositary for this Convention.

　　Article 90

　　This Convention does not prevail over any international agreementwhich has already been or may be entered into and which containsprovisions concerning the matters governed by this Convention， providedthat the parties have their places of business in States parties to suchagreement.

　　Article 91

　　（1） This Convention is open for signature at the concluding meeting ofthe United Nations Conference on Contracts for the International Sale ofGoods and will remain open for signature by all States at the Headquartersof the United Nations， New York until 30 September 1981.

　　（2） This Convention is subject to ratification¹⁴， acceptance or approvalby the signatory States.

　　（3） This Convention is open for accession by all States which are notsignatory States as from the date it is open for signature.

　　（4） Instruments of ratification， acceptance， approval and accessionare to be deposited with the Secretary-General of the United Nations.

　　Article 92

　　（1） A Contracting State may declare at the time of signature，ratification， acceptance， approval or accession that it will not be boundby Part II of this Convention or that it will not be bound by Part III ofthis Convention.

　　（2） A Contracting State which makes a declaration in accordance withthe preceding paragraph in respect of Part II or Part III of thisConvention is not to be considered a Contracting State within paragraph（1） of article 1 of this Convention in respect of matters governed by thePart to which the declaration applies.

　　Article 93

　　（1） If a Contracting State has two or more territorial¹⁵ units in which，according to its constitution， different systems of law are applicable inrelation to the matters dealt with in this Convention， it may， at the timeof signature， ratification， acceptance， approval or accession， declarethat this Convention is to extend to all its territorial units or only toone or more of them， and may amend¹⁶ its declaration by submitting anotherdeclaration at any time.

　　（2） These declarations are to be notified to the depositary and are tostate expressly the territorial units to which the Convention extends.

　　（3） If， by virtue¹⁷ of a declaration under this article， this Conventionextends to one or more but not all of the territorial units of aContracting State， and if the place of business of a party is located inthat State， this place of business， for the purposes of this Convention，is considered not to be in a Contracting State， unless it is in aterritorial unit to which the Convention extends.

　　（4） If a Contracting State makes no declaration under paragraph （1） ofthis article， the Convention is to extend to all territorial units of thatState.

　　Article 94

　　（1） Two or more Contracting States which have the same or closelyrelated legal rules on matters governed by this Convention may at any timedeclare that the Convention is not to apply to contracts of sale or totheir formation where the parties have their places of business in thoseStates. Such declarations may be made jointly¹⁸ or by reciprocal unilateraldeclarations.

　　（2） A Contracting State which has the same or closely related legalrules on matters governed by this Convention as one or morenon-Contracting States may at any time declare that the Convention is notto apply to contracts of sale or to their formation where the parties havetheir places of business in those states.

　　（3） If a State which is the object of a declaration under thepreceding paragraph subsequently becomes a Contracting State， thedeclaration made will， as from the date on which the Convention entersinto force in respect of the new Contracting State， have the effect of adeclaration made under paragraph （1）， provided that the new ContractingState joins in such declaration or makes a reciprocal unilateraldeclaration.

　　Article 95

　　Any State may declare at the time of the deposit of its instrument ofratification， acceptance， approval or accession that it will not be boundby subparagraph （1） （b） of article 1 of this Convention.

　　Article 96

　　A Contracting State whose legislation requires contracts of sale to beconcluded in or evidenced by writing may at any time make a declaration inaccordance with article 12 that any provision of article 11， article 29，or Part II of this Convention， that allows a contract of sale or itsmodification or termination by agreement or any offer， acceptance， orother indication of intention to be made in any form other than inwriting， does not apply where any party has his place of business in thatState.

　　Article 97

　　（1） Declarations made under this Convention at the time of signatureare subject to confirmation¹⁹ upon ratification， acceptance or approval.

　　（2） Declarations and confirmations²⁰ of declarations are to be inwriting and be formally notified to the depositary.

　　（3） A declaration takes effect simultaneously²¹ with the entry intoforce of this Convention in respect of the State concerned. However， adeclaration of which the depositary receives formal notification aftersuch entry into force takes effect on the first day of the month followingthe expiration²² of six months after the date of its receipt by thedepositary. Reciprocal unilateral declarations under article 94 takeeffect on the first day of the month following the expiration of sixmonths after the receipt of the latest declaration by the depositary.

　　（4） Any State which makes a declaration under this Convention maywithdraw it at any time by a formal notification in writing addressed tothe depositary. Such withdrawal²³ is to take effect on the first day of themonth following the expiration of six months after the date of the receiptof the notification by the depositary.

　　（5） A withdrawal of a declaration made under article 94 rendersinoperative， as from the date on which the withdrawal takes effect， anyreciprocal declaration made by another State under that article.

　　Article 98

　　No reservations are permitted except those expressly authorized inthis Convention.

　　Article 99

　　（1） This Convention enters into force， subject to the provisions ofparagraph （6） of this article， on the first day of the month following theexpiration of twelve months after the date of deposit of the tenthinstrument of ratification， acceptance， approval or accession， includingan instrument which contains a declaration made under article 92.

　　（2） When a State ratifies²⁴， accepts， approves or accedes²⁵ to thisConvention after the deposit of the tenth instrument of ratification，acceptance， approval or accession， this Convention， with the exception ofthe Part excluded， enters into force in respect of that State， subject tothe provisions of paragraph （6） of this article， on the first day of themonth following the expiration of twelve months after the date of thedeposit of its instrument of ratification， acceptance， approval oraccession.

　　（3） A State which ratifies， accepts， approves or accedes to thisConvention and is a party to either or both the Convention relating to aUniform Law on the Formation of Contracts for the International Sale ofGoods done at The Hague on 1 July 1964 （1964 Hague Formation Convention）and the Convention relating to a Uniform Law on the International Sale ofGoods done at The Hague on 1 July 1964 （1964 Hague Sales Convention） shallat the same time denounce， as the case may be， either or both the 1964Hague Sales Convention and the 1964 Hague Formation Convention bynotifying the Government of the Netherlands to that effect.

　　（4） A State party to the 1964 Hague Sales Convention which ratifies，accepts， approves or accedes to the present Convention and declares or hasdeclared under article 92 that it will not be bound by Part II of thisConvention shall at the time of ratification， acceptance， approval oraccession denounce the 1964 Hague Sales Convention by notifying theGovernment of the Netherlands to that effect.

　　（5） A State party to the 1964 Hague Formation Convention whichratifies， accepts， approves or accedes to the present Convention anddeclares or has declared under article 92 that it will not be bound byPart III of this Convention shall at the time of ratification， acceptance，approval or accession denounce the 1964 Hague Formation Convention bynotifying the Government of the Netherlands to that effect.

　　（6） For the purpose of this article， ratifications²⁶， acceptances，approvals and accessions in respect of this Convention by States partiesto the 1964 Hague Formation Convention or to the 1964 Hague SalesConvention shall not be effective until such denunciations as may berequired on the part of those States in respect of the latter twoConventions have themselves become effective. The depositary of thisConvention shall consult with the Government of the Netherlands， as thedepositary of the 1964 Conventions， so as to ensure necessary coordinationin this respe ct.

　　Article 100

　　（1） This Convention applies to the formation of a contract only whenthe proposal for concluding the contract is made on or after the date whenthe Convention enters into force in respect of the Contracting Statesreferred to in subparagraph （1） （a） or the Contracting State referred toin subparagraph （1） （b） of article 1.

　　（2） This Convention applies only to contracts concluded on or afterthe date when the Convention enters into force in respect of theContracting States referred to in subparagraph （1） （a） or the ContractingState referred to in subparagraph （1） （b） of article 1.

　　Article 101

　　（1） A Contracting State may denounce this Convention， or Part II orPart III of the Convention， by a formal notification in writing addressedto the depositary.

　　（2） The denunciation takes effect on the first day of the monthfollowing the expiration of twelve months after the notification isreceived by the depositary. Where a longer period for the denunciation totake effect is specified²⁷ in the notification， the denunciation takeseffect upon the expiration of such longer period after the notification isreceived by the depositary.

　　Done at Vienna， this day of eleventh day of April， one thousand ninehundred and eighty， in a single original， of which the Arabic， Chinese，English， French， Russian and Spanish texts are equally authentic²⁸.

　　In witness whereof the undersigned plenipotentiaries， being dulyauthorized by their respective Governments， have signed this Convention

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