The Vienna Convention —or, as it is commonly known—is the most important document governing the international sale of goods. Poland ratified this international agreement in 1997. These provisions form part of our legal system and harmonize global trade. Thanks to them, companies avoid barriers resulting from differing national laws.
What is the Vienna Convention?
We automatically apply this ” hard law ” instrument in certain situations. The condition is that the parties must have places of business in different countries. Typically, both countries must be parties to this convention.
These provisions apply exclusively to commercial transactions (B2B). The Convention excludes sales for personal or household use. We also do not apply it to auctions, foreclosures, or the sale of electricity. However, companies may contractually exclude the application of these rules or modify their effects.
When do we apply the provisions of the Vienna Convention?
The Convention does not apply to every sale. Specific conditions must be met:
- Cross-border nature: The parties to the agreement must have their places of business in different countries.
- States Parties: Generally, it applies when both countries are parties to the Convention (e.g., Poland and the United States, but not Poland and the United Kingdom) or when the rules of private international law point to the law of a state that is a party to the Convention.
- Business-to-business (B2B) transactions: This agreement applies exclusively to trade between businesses. The sale of goods for personal, family, or household use (consumer sales) is excluded.
- Subject matter of the agreement: This agreement concerns the sale of goods. Excluded are, among other things, auctions, foreclosures, and the sale of shares, stocks, ships, vessels, and electricity.
It is worth noting that the parties may exclude the application of the Convention in their contract (a so-called “opt-out” clause) or modify the effects of its provisions.
Do the legal system or nationality matter?
For the purposes of applying the CISG, the nationality of the parties, as well as their civil or commercial status, is irrelevant. It is also irrelevant whether a given country has a dualistic legal system (distinguishing between civil and commercial law) or a monistic system. The Convention is autonomous in nature—its interpretation must take into account its international character rather than local legal traditions.
The Vienna Convention and the Polish Civil Code – Key Differences
Although the Polish Civil Code (KC) is similar to the Convention in many respects, there are still significant differences, a few of which are worth noting:
- Liability Model: The CISG is based to a greater extent on liability of a warranty nature (typical of common law), where liability is exempted almost exclusively by force majeure.
- Fundamental breach of contract: The Convention introduces the concept of a “fundamental breach of contract.” Only a breach that essentially deprives a party of what it could have expected entitles that party to terminate the contract.
- Revocability of an Offer: Under the Polish Civil Code (Germanic model), an offer is, as a general rule, irrevocable during the period for its acceptance. The CISG adopts the Anglo-Saxon model— an offer may be revoked provided that the revocation reaches the offeree before the offeree sends a statement of acceptance (unless the offer expressly states that it is irrevocable).
The Convention in Practice
Understanding these differences is crucial for safe contracting in foreign markets. When in doubt, businesses often choose to include additional provisions in their contracts that precisely govern the delivery of goods and the transfer of risk. We encourage you to read our articles on choosing the applicable law and working with U.S. companies. If you would like further assistance, please contact us.
