The CISG is the United Nations Convention on Contracts for the International Sale of Goods; a treaty ratified by about 70 countries that provides a uniform international sales law. The occasion of the CISG's 25th anniversary signals something extremely significant in the world of international commercial law: the true coming of age of the CISG, as evidenced by (and as a result of) several thousand available court and arbitration decisions world-wide applying the CISG. To celebrate this occasion, a conference was organized by the University of Pittsburgh's Center for International Legal Education and the United Nations Commission on International Trade Law (UNCITRAL). Drafting Contracts Under the CISG is a collaborative and important result of that conference. This publication brings together the intellectually sophisticated yet extremely practical and original contributions written by leading CISG scholars from around the globe and practitioners experienced in dealing with the CISG. Included are 140 sample clauses, a complete model sales agreement, and contextual analysis of contract drafting issues. The CISG is a new reality and is very relevant to US attorneys at the planning and negotiation stages of a sales transaction. It is increasingly the case that a lawyer in the US, or virtually anywhere else, cannot adequately serve a client's needs without knowledge of and skill in using the Convention to help, for example, prevent transactions from aborting over choice of law conflicts, and to offer alternatives that can resolve bargaining impasses. International commercial lawyers will find sample clauses dealing with major contract issues under the CISG, including: BL opting into the CISG while providing an appropriate gap-filling source of law BL passage of risk of loss BL right to inspection of goods BL force majeure BL warranties and warranty disclaimers BL limitations on remedies BL choice of forum BL pre-contractual relationships and prior communications BL confidentiality of negotiations BL retention of the power of revocation of an offer BL strict time limits for acceptance of an offer BL the "battle of the forms" BL the law governing contract validity BL parole evidence BL party rights upon breach BL notice requirements to preserve rights BL notice of avoidance BL entitlement to interest BL specific performance versus damages BL buyer's right to substitute goods

PART I: SAMPLE AGREEMENT AND CLAUSES CISG: Taking the Leap into Drafting Sample Agreements of Installment Sale and Purchase PART II: THE CISG CHALLENGE IN DRAFTING CONTRACTS 1. 25 Years of the United Nations Convention on Contracts for the International Sale of Goods 2. A Comparative Perspective of the CISG PART III: GENERAL CONTRACT DRAFTING ISSUES: CHOOSING THE CISG (OR NOT): CHOOSING THE FORUM; CHOOSING SUPPLEMENTARY LAW 3. Choice of Law and the CISG: Opting In and Opting Out 4. Choice of Forum and CISG: Remarks on the Latter's Impact on the Former 5. A New Role for Litigation in CISG Contracts: The 2005 Hague Choice of Court Convention 6. 25 Years of the CISG: An International lingua franca for Drafting Uniform Laws, Legal Principles, Domestic Legislation and Transnational Contracts PART IV: BUSINESS ECONOMICS OF DRAFTING FOR THE CISG 7. Preliminary Agreements and CISG Contracts 8. The Business Layers Perspective 9. The CISG: Perspectives from an Economist PART V: SPECIFIC CONTRACT DRAFTING ISSUES: FORMATION 10. Contract Formation: UCC and CISG 11. CISG Articles 14-24 12. Addressing Parol Evidence Issues in Contracts Governed by the CISG PART VI: SPECIFIC CONTRACT DRAFTING ISSUES: PERFORMANCE 13. TOOLING UP FOR WARRANTIES WITH THE CISG CASE DIGEST 14. Force Majeure and CISG Article 79: Competing Approaches and Some Drafting Advice 15. Delivery Terms and the Passing of Risk: Drafting Clauses Related to CISG Articles 66-70 PART VII: SPECIFIC CONTRACT DRAFTING ISSUES: BREACH AND REMEDIES 16. Drafting Contracts to Deal with Insecurity and Prospective Breach (Articles 71, 72, 73(2)) 17. Dealing with Non-ConformityA Transaction Test Analysis of CISG Regulations on Examination and Notice under Articles 38-44 18. Delays in Performance Under CISG 19. Dealing with Avoidance and Its Consequences: Articles 49(2), 64(2), and 81 thru 88 20. The UNCITRAL Digest, the Right to Interest, and the Interest Rate Controversy 21. Liquidated Damages, Specific Performance Clauses, Limitations on Remedies, and Attorneys Fees PART VIII: APPENDIX United Nations Convention on Contracts for the International Sale of Goods

Harry M. FlechtnerProfessor of Law, University of Pittsburgh School of Law, Ronald A. BrandProfessor of Law and Director, Center for Legal International Education, University of Pittsburgh School of Law, Mark S. WalterHead of Part y, USAUD Doha WTO Accession Project