The CISG in France: the Vienna Convention on the international sale of goods

What the CISG (Vienna Convention) is and why it matters in France

The CISG is the United Nations Convention on Contracts for the International Sale of Goods, adopted in Vienna on 11 April 1980 under the auspices of UNCITRAL (the United Nations Commission on International Trade Law). It is a uniform substantive law of sale: rather than telling a court which national law to apply, it directly regulates the formation of the contract and the rights and obligations of buyer and seller. More than ninety states have ratified it, including most of France's major trading partners, and it entered into force in France on 1 January 1988.

For a foreign business dealing with a French counterparty, the central point about the CISG in France is that it is not foreign law and it is not a treaty you have to invoke. Because France ratified the Convention, the CISG forms part of French law for international sales. When your contract falls within its scope and you have not excluded it, a French judge — or an arbitrator applying French law — will apply the Vienna Convention in preference to the domestic rules of the Civil Code and Commercial Code.

This surprises many parties. A company that writes this contract is governed by French law often assumes it has chosen the Civil Code. In reality, for a cross-border sale of goods between businesses in two contracting states, that clause points squarely at the CISG. Understanding the Vienna Convention on the sale of goods is therefore essential before you sign, negotiate a warranty, or plan how to respond to a defective or late delivery.

When the CISG applies to a sale involving France

Article 1 of the CISG sets out two routes to application. The first, and most common, is the direct route: the Convention applies to contracts of sale of goods between parties whose places of business are in different contracting states. If a supplier established in France sells goods to a buyer established in Germany, Italy, the United States or China — all contracting states — the CISG applies of its own force, whatever the contract says about the law, unless the parties have excluded it.

The second route is indirect. Even where only one party (or neither) is in a contracting state, the CISG still applies when the rules of private international law lead to the law of a contracting state. If a conflict-of-laws analysis under the Rome I Regulation points to French law as the applicable law, French law includes the CISG, so the Convention governs the international sale. This is why the Convention reaches further than a quick look at the parties' locations might suggest.

What matters under Article 1 is the parties' place of business, not their nationality and not the place where the goods happen to be. The sale must also have an international character that is apparent from the contract or the dealings between the parties; a purely domestic French sale, even between a French subsidiary of a foreign group and another French company, stays under the Civil Code. Working out whether the CISG in France governs your contract is the first question in any cross-border dispute, and it often decides the outcome.

Scope of the Vienna Convention: B2B goods, and what is excluded

The CISG is built for commercial sales of goods between businesses. It does not apply to consumer sales: Article 2 excludes goods bought for personal, family or household use, unless the seller neither knew nor ought to have known that the goods were bought for such use. So a French consumer buying online from a foreign trader is not protected by the Vienna Convention — that relationship is governed by French and EU consumer law, a subject we cover separately in our note on B2B versus consumer sales in France.

Article 2 lists further exclusions by subject matter. The Convention does not cover sales by auction, sales on execution or otherwise by authority of law, or sales of stocks, shares, investment securities, negotiable instruments or money. It also excludes sales of ships, vessels, hovercraft and aircraft, and sales of electricity. These carve-outs reflect areas where specialised national regimes or registration systems make a uniform sales law impractical.

The Convention applies to goods, meaning tangible, movable items, so it does not directly govern the sale of immovable property or a pure supply of services. Mixed contracts need care. A contract for goods to be manufactured or produced is treated as a sale unless the buyer supplies a substantial part of the materials, and a contract where the preponderant part of the seller's obligation is labour or other services falls outside the Convention. Software, plant supply with installation and turnkey arrangements each raise a qualification question worth checking before you assume the CISG applies.

What the CISG governs and what it leaves to national law

The Convention is dense on the life of the contract but deliberately incomplete. Under Article 4, the CISG governs only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from it. That covers offer and acceptance, the seller's obligation to deliver conforming goods, the buyer's obligation to pay and take delivery, the passing of risk, and the remedies available on breach — avoidance, price reduction, damages and performance.

Article 4 is equally important for what it excludes. Except as otherwise expressly provided, the Convention is not concerned with the validity of the contract or of any of its provisions, nor with the effect the contract may have on the property in the goods sold. Questions of consent, capacity, lawful content, and whether a limitation or penalty clause is valid, all remain governed by the national law designated by the conflict rules — typically the Civil Code and Commercial Code where French law applies. The Convention also does not decide the moment ownership passes, a point on which the drafting states could not agree.

The result is a layered contract. The CISG supplies the substantive sales rules; French domestic law fills the gaps it leaves open — validity, capacity, transfer of title, set-off, prescription and the enforceability of specific clauses. When you plan a cross-border sale you therefore work with two instruments at once, and your choice-of-law clause needs to account for both. Our guide to the applicable law and court for a cross-border sale explains how the conflict rules and the Convention interact in practice.

How to opt out of the CISG under Article 6 — and whether you should

Party autonomy is at the heart of the Convention. Article 6 allows the parties to exclude the application of the CISG entirely, or to derogate from or vary the effect of any of its provisions. This is the CISG opt-out. Because the Convention applies automatically when its conditions are met, opting out is the only way to keep a cross-border sale of goods under pure domestic law, and it must be done by agreement between the parties.

The mechanics matter. A clause stating merely that the contract is governed by French law does not exclude the CISG, because the Convention is part of French law for international sales — the clause selects it rather than displacing it. To opt out, the exclusion must be express and unambiguous, naming the Convention and stating that it does not apply. A clause referring to French law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods achieves this; a bare choice of French law does not.

Whether you should opt out is a commercial judgement, not a default. The CISG is neutral ground: neither party's home law, drafted for cross-border trade and available in many languages with a large body of international case law. Sellers sometimes prefer it because its notice-of-non-conformity rules are demanding on buyers; buyers sometimes prefer domestic law because they know it. There is no universally better answer — the right choice depends on which side you are on, the goods, and where any dispute would be heard.

Key differences between the CISG and French domestic law

The CISG and the Civil Code reach many of the same results, but the route and the traps differ. The most significant divergence is the treatment of non-conformity. French domestic law splits the seller's liability into distinct regimes — the obligation to deliver conforming goods, the warranty against hidden defects (vices cachés) and, for consumers, the statutory guarantee of conformity — each with its own conditions and deadlines. Article 35 of the CISG collapses this into a single, unified concept of conformity: the goods must be of the quantity, quality and description required by the contract and fit for their ordinary or agreed purpose.

The second major difference is the buyer's duty to give notice. Under the Convention the buyer must examine the goods and notify the seller of any lack of conformity within a reasonable time, failing which the buyer loses the right to rely on the defect, subject to a long-stop of two years from handover. French domestic law imposes no equivalent general notice obligation of this kind on a professional buyer, so a buyer used to the Civil Code can forfeit a good claim under the CISG simply by staying silent too long. This is one of the most litigated points in Convention practice.

The threshold for termination also differs. To avoid the contract under the CISG, the buyer generally needs a fundamental breach as defined in Article 25 — a breach that substantially deprives the innocent party of what it was entitled to expect, where that result was foreseeable. French law frames the same idea as a sufficiently serious non-performance but through its own machinery of résolution. Finally, Article 79 exempts a party from damages where a failure is due to an impediment beyond its control that it could not reasonably have foreseen or overcome; this overlaps with, but is not identical to, French force majeure and hardship, and the Convention contains no separate hardship-renegotiation mechanism of the Civil Code kind.

Drafting the choice-of-law clause with the CISG in mind

The choice-of-law clause is where the CISG in France is either kept or discarded, so it deserves precise drafting rather than a template. Start by deciding, as a commercial matter, whether the Vienna Convention or pure domestic law serves your position better. Only then draft the clause to reflect that decision, and make sure the wording matches the intention — the single most frequent error is a mismatch between what the parties wanted and what the clause achieves.

If you want the CISG to govern, a clause selecting the law of a contracting state is enough, and you may say so expressly for clarity: the contract is governed by French law, including the United Nations Convention on Contracts for the International Sale of Goods. If you want to exclude it, the clause must name the Convention and disapply it, then designate the domestic law that will govern instead, for example French law to the exclusion of the CISG. A half-measure — excluding the Convention without stating the replacement law — leaves a gap the conflict rules must fill.

The choice-of-law clause should sit alongside a matching jurisdiction or arbitration clause, a language clause and, where relevant, an Incoterm, so that the applicable law, the forum and the delivery terms all pull in the same direction. Whatever you decide, be consistent across your order forms, general conditions and framework agreement; conflicting clauses in a purchase order and standard terms are a familiar source of dispute about whether the CISG was excluded at all.

Deciding CISG or French law: a practical checklist

Choosing between the Vienna Convention and French domestic law is a structured decision, not a preference. The following steps take you from the parties' locations to a clause you can put in the contract, and they work whether you are the seller shipping into France or the foreign buyer purchasing from a French supplier.

Frequently asked questions about the CISG in France

What is the CISG?

The CISG is the United Nations Convention on Contracts for the International Sale of Goods, adopted in Vienna in 1980. It is a uniform substantive law governing the formation of international sales of goods and the obligations and remedies of buyer and seller. It has been in force in France since 1 January 1988 and forms part of French law for international sales.

Does the CISG apply automatically to sales with France?

Yes, in most cross-border B2B cases. Under Article 1 the Convention applies when buyer and seller have their places of business in different contracting states, or when private international law leads to the law of a contracting state such as France. It applies of its own force unless the parties have excluded it — you do not have to invoke it.

Can we exclude the CISG?

Yes. Article 6 allows the parties to exclude the Convention or to vary its provisions by agreement. The exclusion must be express and should name the Convention. A clause simply stating that the contract is governed by French law does not exclude the CISG, because the Convention is part of French law for international sales.

What does the CISG not cover?

Under Article 4, the Convention does not deal with the validity of the contract or its clauses, nor with the transfer of ownership in the goods. Those questions are left to the national law designated by the conflict rules — for France, the Civil Code and Commercial Code. The CISG also does not cover the excluded categories in Article 2, such as consumer sales and securities.

CISG versus French Civil Code — what are the key differences?

The CISG uses a single concept of conformity (Article 35) instead of the French split between conforming delivery, hidden defects and the consumer guarantee. It requires the buyer to give notice of non-conformity within a reasonable time, sets a fundamental-breach threshold for avoidance (Article 25), and excuses failures caused by an impediment beyond control (Article 79). It does not govern the transfer of property.

Does the CISG cover consumer sales?

No. Article 2 excludes goods bought for personal, family or household use, unless the seller neither knew nor ought to have known of that use. Consumer purchases are governed by French and EU consumer law instead. The Vienna Convention on the sale of goods is designed for commercial, business-to-business trade.

If I choose French law, have I chosen the Civil Code or the CISG?

For an international sale of goods between businesses in contracting states, a bare choice of French law selects the CISG, because the Convention is part of French law for such sales. To have the Civil Code apply instead, you must expressly exclude the Convention and state that domestic French law governs.

Key takeaways on the CISG in France

How our French lawyers help with the CISG in France

Petroff Avocats advises both sides of the cross-border table. For sellers shipping into France and for foreign buyers purchasing from French suppliers, we determine whether the CISG governs your contract, weigh the Vienna Convention against the Civil Code for your position, and draft choice-of-law, jurisdiction and warranty clauses that keep or exclude the Convention deliberately rather than by accident. When a dispute arises over a defective, late or rejected delivery, we assess the notice deadlines, the conformity and fundamental-breach tests and the available remedies under whichever regime applies, and we run or defend the claim before the French courts or in arbitration.

This article is for general information only. It does not constitute legal advice and does not create a lawyer-client relationship. The application of the CISG and French law depends on the facts of each contract. Contact our French lawyers for advice on your situation.