Older Uniform Acts

Uniform International Sales Conventions Act (1998)


Comment: The new title shows the Act deals with several conventions in relation to international sales. This new title will allow the addition of other conventions in the future, such as the Unidroit Convention of 17 February 1983 on Agency in the International Sale of Goods or a possible future convention in relation to sale of services.

Definitions

1. (1) In this Act,

"Amended Limitation Convention" means the Convention on the Limitation Period in the International Sale of Goods as amended by the Protocol amending the Convention on the Limitation Period in the International Sale of Goods, the text of which is prepared in accordance with Article XIV of the Protocol and is set out in Schedule 3. (Convention modifiée sur la prescription)

"Limitation Convention" means the Convention on the Limitation Period in the International Sale of Goods that was opened for signature at New York on June 14, 1974, the text of which is set out in Schedule 2. (Convention sur la prescription)

"Protocol" means the Protocol amending the Limitation Convention on the Limitation Period in the International Sale of Goods that was opened for signature at Vienna on April 11, 1980, the text of which is set out in Schedule 4. (Protocole)

"Sales Convention" means the United Nations Convention on Contracts for the International Sale of Goods that was opened for signature at Vienna on April 11, 1980, the text of which is set out in Schedule 1. (Convention sur la vente)

Comment: The Amended Limitation Convention, Limitation Convention and Sales Convention which are given the force of law are set out in the schedules to the Act. The Protocol is set out in the schedule for dissemination purposes. The Act does not give the force of law to the Protocol. Canada will accede to the Protocol in order to become a Party to the Amended Limitation Convention and the Limitation Convention.

(2) All words and expressions used in this Act have the same meaning as the corresponding words and expressions used in the Conventions set out in Schedules 1 to 3.

Comment: This is a standard provision for uniform acts implementing international conventions. (see subsection 1(2) of the Uniform International Commercial Arbitration Act and subsection 1(2) of the Settlement of International Investments Disputes Act).

Interpretation

2. (1) This Act shall be interpreted in good faith in accordance with the ordinary meaning to be given to its terms in their context and in light of its object and purpose.

(2) In applying subsection (1) to the Amended Limitation Convention and the Limitation Convention, recourse may be had to the following documents, [as published in the Gazette]:

(a) the Report of the United Nations Commission on International Trade Law on the work of its 5th session (1972), UN GAOR, 27th Session, Supp. No. 17, UN Doc. A/8717, and

(b) the Commentary on the Convention on the Limitation Period in the International Sale of Goods, UN Doc. A/CONF.63/17.

Comment: Subsections (1) and (2) are both standard provisions. Subsection (1) follows Article 31 of the Vienna Convention on the Law of Treaties, Can. T.S. 1980 No. 37, which deals with the general rule of interpretation of international treaties. On the other hand, subsection (2) follows Article 32 of the same Convention which deals with supplementary means of interpretation of international treaties. As stated by Justice La Forest in Thomson v. Thomson, [1994] 3 S.C.R. 551, at pp. 577-578, an international treaty should be construed in the manner the States Parties to the treaty must have intended (i.e. the Vienna Convention on the Law of Treaties). (see subsections 14(1) and (2) of the Uniform International Commercial Arbitration Act).

Comment:
Enacting jurisdictions may simply indicate references for these two United Nations documents in their legislation. Alternatively, some jurisdictions could also publish these documents in their Gazette or make reference to the documents as published in the Canada Gazette.

Request to extend application


3. The [Minister of __________] shall request the Government of Canada to declare in accordance with Article 31 of the Amended Limitation Convention and Article 31 of the Limitation Convention that those Conventions extend to [name of province or territory].

Comment: An enacting jurisdiction will name the minister responsible for the administration of the Act. In the normal course, the Act would take effect in an enacting jurisdiction when Canada's accession to the Limitation Conventions comes into force. Jurisdictions that adopt the Act after Canada becomes a party will have the Conventions apply to them after the date set in accordance with the calculation explained in the comment under section 6 below.

Binding on Crown


4. This Act is binding on the Crown in right of [name of province].

[OR

Binding on Government


4. This Act is binding on the Government of [name of territory].]

Comment:
Jurisdictions not wishing their government to be bound by the Act should not enact this provision. Some jurisdictions may not need this provision as some provincial interpretation acts provide that the Crown, unless otherwise stated, is implicitly bound by enacted legislation. In that case, governments not wishing to be bound by the Act should include a provision to that effect.

Application

5. The Sales Convention has the force of law in [name of province or territory].

Comment: This provision clearly indicates that the Sales Convention has the force of law in the enacting jurisdiction.

6. The Amended Limitation Convention and the Limitation Convention, on their entry into force in accordance with Article 44 of those Conventions, have the force of law in [name of province or territory].

Comment:
This provision indicates when both Limitation Conventions will have the force of law in the enacting jurisdiction. It is important to provide for an effective and simple provision to coordinate the entry into force of the Limitation Conventions for Canada at the international level, the coming into force of domestic implementing legislation, and giving the Conventions the force of law. Proclaiming the implementing legislation in force on the day the Limitation Conventions come into force for Canada is not recommended since this may not suit the legislative agendas of all jurisdictions. Instead, it is recommended that the legislation implementing the Limitation Conventions come into force on Royal Assent. The Act is drafted such that the Limitation Conventions are given the force of law only from the date they come into force for Canada, i.e. the first day of the month following the expiration of six months after the date of the deposit of Canada's instrument of accession. Note that in the case of jurisdictions adopting implementing legislation after the coming into force of the Limitation Conventions for Canada, the Act will have to be modified to indicate that the Conventions have the force of law, not from their entry into force in accordance with Article 44, but rather on the entry into force of the declaration extending the application of the Conventions to that jurisdiction in accordance with Articles 31 and 40 of the Conventions.

7. (1) The Amended Limitation Convention applies in respect of any State that is a Contracting Party to that Convention.

(2) The Limitation Convention applies in respect of any State that is a Contracting Party to that Convention and is not a Contracting Party to the Amended Limitation Convention.

Comment:
This provision indicates when the Limitation Convention rather than the Amended Limitation Convention applies. Subsection (1) follows Article 44 bis of the Amended Limitation Convention. Article 30 of the Vienna Convention on the Law of Treaties, Can. T.S. 1980 No. 37, deals with the application of successive treaties relating to the same subject-matter.

8. The parties to a contract may

(a) exclude the application of a Convention set out in Schedule 1, 2 or 3 by expressly providing in the contract that the Convention does not apply to the contract; or

(b) otherwise exclude the application of a Convention set out in Schedule 1, 2 or 3, or derogate from or vary the effect of any of the Convention's provisions, in accordance with the terms of the Convention.

Comment:
The Limitation Conventions and the Sales Convention will automatically apply to contracts for the international sale of goods that fall within their scope of application. However, the conventions also provide that parties may exclude its application (Article 3 of the Limitation Conventions and Article 6 of the Sales Convention) or limit its application (Article 6 of the Sales Convention). This provision specifies that an express exclusion will always result in the non-application of the excluded convention. It also reminds parties that conventions may provide additional means of limiting their application.

Inconsistency


9. In the event of any inconsistency between this Act and any other law, this Act prevails to the extent of the inconsistency.

Comment: This is a standard provision. (see section 7 of the Uniform International Factoring (Unidroit Convention) Act and of the Uniform Act respecting International Child Abduction (the Hague) and subsection 2(2) of the Settlement of International Investment Disputes Act).

Regulations


10. The [name of regulation-making authority] may make regulations for carrying out the purposes and provisions of this Act.

Comment: Regulations may be thought desirable or may be necessary for a government if it decides to be bound by the Act under section 4.

Publication

11. The [Minister of __________] shall publish in the Gazette a notice setting out the date on which each Convention set out in Schedules 1 to 3 enters into force in [name of province or territory].

Comment:
This is a standard provision. Jurisdictions may want to publicise the coming into force of the Conventions. Since the Sales Convention is already in force across Canada, it is not necessary to re-publicise its coming into force.

Repeal

12. The [provincial or territorial Act that adopted the Uniform International Sale of Goods Act] is repealed.

Comment: The Uniform International Sale of Goods Act and the Act to amend the Uniform Limitation of Actions Act (i.e., an Act adopted by the ULCC in 1976 to implement the Convention on the Limitation Period in the International Sale of Goods) are both withdrawn and replaced by this Act. Jurisdictions may either amend or repeal their legislation adopting the Uniform International Sales of Goods Act depending on the number of modifications required.

Next Annual Meeting

2018 Conference (Centennial)

Delta Hotel

Québec City, QC

August 12 - 16, 2018