ANNOTATED TEXT OF CISG
Article 12

Any provision of article 11, article 29 or Part II of this Convention that allows a contract of sale or its modification or termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing does not apply where any party has his place of business in a Contracting State which has made a declaration under article 96 of this Convention. The parties may not derogate from or vary the effect or this article.

Legislative history || Case law || Scholarly writings || Links to related articles || Words and phrases || CISG (full-text)

Guide to this article

• UNCITRAL outline of issues present
  
• Editoral analysis of this article with cross-references to related subjects [not yet available]
  
• Secretariat Commentary (closest counterpart to an Official Commentary on this article)
• Match-up of this article with the 1978 draft (to validate Secretariat Commentary)

• Roadmap to the legislative history of this article
• Legislative history of this article: long form
• Legislative history of this article: short form
  • Chronology of development of Article 12 at the 1980 Vienna Diplomatic Conference
  • East/West tensions that led to Article 96
• Summary of UNCITRAL legislative history
• [No Hague Convention antecedent to this provisions]

• For further information on CISG case law (material not in this database), go to Unilex: click for a description of the contents of this service. Also of considerable utility are the compendium of case citations and the CISG bibliography contained in Michael R. Will, Twenty Years of International Sales Law Under the CISG: International Bibliography and Case Law Digest, Kluwer Law International (2000). Prof. Will's materials are presented on the CD-Rom edition of the database.

• Selected monographs and anthologies (English language)

• Comments on Article 12 from 1999 text by John O. Honnold [U.S.] [available in CD-ROM edition only]

• Comments on Article 12 from seminal 1986 text by Peter Schlechtriem [Germany]
• Comments on Article 12 from monograph by Jacob S. Ziegel [Canada]
• Citations to materials on this article in other texts (selected texts only)
• Selected law journal articles and other commentaries

  • Peter Schlechtriem [Germany], excerpt from Uniform Sales Law: The Experience with Uniform Sales Laws in the Federal Republic of Germany, Juridisk Tidskrift (Stockholm) (1991/92) 1-28

  • To identify other relevant commentaries, go to Bibliography and Bibliography Search Form [declarations, form and general provisions ("pre/1" = instruction used to confine search to commentary titles with "general" and "provisions" presented together) are search form entries you may wish to consider]

    Our bibliography contains thousands of citations in 24 languages; we encourage you to tailor your own bibliography search to the specific aspect of this article that you are researching.

Links to related articles

• Go to Annotated Text of Article 11 [Inapplicability of domestic requirement that contracts be in writing]; Go to Annotated Text of Article 29 [Modification of contract; requirement of a writing]; Go to Annotated Text of Article 96 [Declaration by Contracting State preserving its domestic requirements as to form]

Words, phrases and concepts

• reasonableness: Although not specifically mentioned in this article, reasonableness is a general principle of the CISG
  • For the definition of reasonableness recited in the Principles of European Contract Law and references to reasonableness in Continental and Common Law domestic rules, doctrine and jurisprudence, go to PECL article 1:302 and the comment and notes prepared for this provision

  • To drive home the correlation between the PECL's definition of reasonableness and the evident same meaning of this term to CISG legislators when they used the concept either specifically or as a general principle of the uniform law they drafted, see overview comments and comments that illustrate the similar manner in which this concept fits the CISG