[6] When neither convention garnered widespread global support, the United Nations Commission on International Trade Law (UNCITRAL) drew from the existing texts to develop the CISG in 1968.

[33] An offer to contract must be addressed to a person, be sufficiently definite – that is, describe the goods, quantity, and price – and indicate an intention for the offeror to be bound on acceptance.

[34] The CISG does not appear to recognise common law unilateral contracts[35] but, subject to clear indication by the offeror, treats any proposal not addressed to a specific person as only an invitation to make an offer.

Changes to price, payment, quality, quantity, delivery, liability of the parties, and arbitration conditions may all materially alter the terms of the offer.

[45] Generally, the goods must be of the quality, quantity, and description required by the contract, be suitably packaged and fit for purpose.

[47] The buyer is obliged to promptly examine the goods and, subject to some qualifications, must advise the seller of any lack of conformity within 'a reasonable time' and no later than within two years of receipt.

Provided that an objective test shows that the breach could not have been foreseen,[51] then the contract may be avoided[52] and the aggrieved party may claim damages.

[55] If the breach is not fundamental, then the contract is not avoided and remedies may be sought including claiming damages, specific performance, and adjustment of price.

[56] Damages that may be awarded conform to the common law rules in Hadley v Baxendale[57] but it has been argued the test of foreseeability is substantially broader[42] and consequently more generous to the aggrieved party.

The Part IV Articles, along with the Preamble, are sometime characterized as being addressed "primarily to States",[63] not to businesspeople attempting to use the convention for international trade.

); additionally, the CISG does not operate under a "perfect tender" rule and its criteria for conformity are functional rather than formal (art.

For example, the drafting nations have been accused of being incapable of agreement on a code that "concisely and clearly states universal principles of sales law", and through the convention's invitation to interpret taking regard of the convention's "international character"[66] gives judges the opportunity to develop "diverse meaning".

[67] Put more bluntly, the CISG has been described as "a variety of vague standards and compromises that appear inconsistent with commercial interests".

[68] A contrary view is that the CISG is "written in plain business language," which allows judges the opportunity to make the Convention workable in a range of sales situations.

[69] It has been said "the drafting style is lucid and the wording simple and uncluttered by complicated subordinating clauses", and the "general sense" can be grasped on the first reading without the need to be a sales expert.

[72] This is despite the comment from one highly respected academic that 'it should be a rare, or non-existent, case where there are no relevant general principles to which a court might have recourse' under the CISG.

The reductio ad absurdum would seem to be that all international treaties should exist in only a single language, something which is clearly neither practical nor desirable.

Other criticisms of the convention are that it is incomplete, there is no mechanism for updating the provisions, and no international panel to resolve interpretation issues.

[94] India, South Africa, Nigeria, and the United Kingdom are the major trading countries that have not yet ratified the CISG.

The absence of the United Kingdom, a leading jurisdiction for the choice of law in international commercial contracts, has been attributed variously to: the government not viewing its ratification as a legislative priority, a lack of interest from business in supporting ratification, opposition from a number of large and influential organisations, a lack of public service resources, and a danger that London would lose its edge in international arbitration and litigation.

[97] The issue has been clarified with respect to Hong Kong with the deposit of a declaration of extension of territorial application by China.

Second, businesses will increasingly pressure both lawyers and governments to make international commercial disputes over the sale of goods less expensive, and reduce the risk of being forced to use a legal system that may be completely alien to their own.

In the U.S., all 50 states have, to varying degrees, adopted common legislation referred to as the Uniform Commercial Code ("UCC").

However, the UCC differs from the CISG in some respects, such as the following areas that tend to reflect more general aspects of the U.S. legal system:[103] Terms of Acceptance – Under the CISG, acceptance occurs when it is received by the offeror, a rule similar to many civil law jurisdictions which contemplate for service to be effective upon receipt.

By contrast, the U.S. legal system often applies the so-called "mailbox rule" by which, acceptance, like service, can occur at the time the offeree transmits it to the offeror.

"Battle of the Forms" – Under the CISG, a reply to an offer that purports to be an acceptance, but has additions, limitations, or other modifications, is generally considered a rejection and counteroffer.

The sale of goods in the UK is regulated by: Although the rights are broadly similar in business-to-consumer and business-to-business transactions, the remedies differ.