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Cite as Evans, in Bianca-Bonell Commentary on the International Sales Law, Giuffrè: Milan (1987) 639-641. Reproduced with permission of Dott. A Giuffrè Editore, S.p.A.

Article 91

Malcolm Evans

1. History of the provision
2. Meaning and purpose of the provision

ARTICLE 91

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

(2) This Convention is subject to ratification, acceptance or approval by the signatory States.

(3) This Convention is open for accession by all States which are not signatory States as from the date it is open for signature.

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

1. History of the provision

     1.1. - This article appeared as Article F in the draft final clauses submitted by the Secretary-General to the Vienna Conference (Official Records, I, 68-69). The provisions are based on those of Article 28 of the Hamburg Rules, which represent a simplification of the provisions of Articles 41, 42 and 43 of the Limitation Convention, as well as an attempt to bring about a greater degree of consistency with modern treaty-making practice.

2. Meaning and purpose of the provision

     2.1. - Paragraph (1) provides for the opening of the Convention to signature at the concluding meeting of the Vienna Conference as well as stipulating the date until which it will remain open for signature by all States at the United Nations Headquarters. [page 639] The period during which the Convention was open for signature thus ran from 11 April 1980 to 30 September 1981. Although suggestions were made at the Conference to the effect that the closing date for signature might be 31 December 1980 or 31 March 1981, the later date of 30 September 1981 was chosen so as to allow States more time to consider the implications of adopting the Convention before signing it. While it is true that signature by a State of an international agreement involves no legal obligation for it subsequently to become a Contracting State thereto, there has been an increasing tendency in recent years for States to sign private law conventions only if there is a genuine intention on their part to be bound by them at a later date and the setting of longer periods permitting signature than was previously the case is no doubt a reflection of State practice in this regard.

     2.2. - The reference to «all States» in paragraph (2) is now a common feature of universal conventions and reflects Article 6 of the United Nations Convention on the Law of Treaties which provides that:

Every State possesses capacity to conclude treaties.

Adoption of the Convention is not therefore restricted to States which are members of the United Nations Organization.

     2.3. - Whereas Article 42 of the Limitation Convention made provision only for ratification, Article 91(2) follows Article 28 of the Hamburg Rules in contemplating also acceptance or approval, thus recognising the diversity of means open to States of expressing consent to be bound by a treaty as set out in the United Nations Convention on the Law of Treaties (see Article 11).

     2.4. - The language of Article 91(3), which provides that «the Convention is open for accession by all States which are not signatory States as from the date it is open for signature» constitutes a departure from the corresponding provisions of the Limitation Convention and of the Hamburg Rules, the intention being to make it clear that States which for various reasons may wish to accede to the Convention before the end of the period [page 640] during which it is open for signature can do so, as misunderstandings on this point in the past have in some cases delayed the deposit of instruments of accession.

     2.5. - Paragraph (4) is one of the provisions which specifically indicates the functions of the Secretary-General of the United Nations as depositary of the Convention, in this instance the receipt of instruments of ratification, acceptance, approval and accession. [page 641]


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