Rights of Buyers in International Sales Contracts under Vienna Convention of year 1980

The Kingdom of Saudi Arabia has been keen to align its domestic laws with the international conventions it has signed or acceded to, in order to achieve the economic boom envisioned in Vision 2030, thereby realizing its interests and aspirations. Accordingly, it acceded to numerous international conventions in the field of international trade, established by the United Nations Commission on International Trade Law (UNCITRAL), including the United Nations Convention on Contracts for the International Sale of Goods (CISG). This Convention was concluded in Vienna on 11 April 1980 in a single original, with texts in Spanish, English, Russian, Chinese, Arabic, and French, all being equally authentic. (1)

The aforementioned accession was effected pursuant to Royal Decree No. (M/196) dated 4/12/1444 AH, with a declaration that the Kingdom shall not be bound by Part three concerning the sale of goods under Articles 25 to 88 in accordance with paragraph (1) of Article 92 of the Convention.

It is noteworthy that the Kingdom’s actual reservation focused on Article (78), which relates to the payment of interest on the price or on any other amount in arrears, as well as Article (84/1) of the same Convention, which requires the seller to return the stipulated price together with interest calculated from the date of payment. (2)

 

The Number of States that Have Ratified or Acceded to the Convention

The Vienna Convention of 1980 is broader in scope and more effective compared to the Hague Conventions of 1964 regarding the regulation of rules and provisions governing the international sale of goods between individuals belonging to States that have ratified this Convention. This has been reflected in national courts applying these rules, as well as international commercial arbitration tribunals adjudicating such disputes (3). This is confirmed by the current status of the Convention, as 97 developing countries and 4 developed countries have ratified or acceded to it, out of a total of 193 United Nations member States.

 

The Rights of Buyers in International Sales Contracts

Here we shall address the rights of the buyer arising from the seller’s performance of his obligations, and the rights of the buyer arising from the seller’s non-performance of his obligations, as follows:

1. Rights of Buyer Arising from the Seller’s Performance of His Obligations

The obligations placed upon the seller in an international sales contract are the very rights that the buyer enjoys under the Vienna Convention of 1980, namely:

 

1. The Buyer’s Right to Delivery of Goods, Documents, and Transfer of Ownership

Article (30) of the Vienna Convention on the International Sale of Goods stipulates that: “The seller must deliver the goods, hand over any documents relating to them, and transfer the property in the goods, as required by the contract and this Convention.”

This entails that the buyer has the right to receive the goods, by having them placed at his disposal in accordance with the terms of the contract.(5) The goods must be delivered at the time and place specified in the contract, and the seller must also fulfill his obligation to hand over the documents relating to the goods at the time and place designated in the contract and as required therein.

The Convention does not set out detailed provisions regarding the transfer of ownership of goods, despite mentioning it in Article (30). This aligns with the Convention’s explicit clarification that, *“Except as otherwise expressly provided in this Convention, it is not concerned with: … (b) the effect which the contract may have on the property in the goods sold.”* (7)

 

2. The Buyer’s Right to Receive Goods and Documents Conforming to the Contract

The Convention affirms this right by stipulating that: “The seller must deliver goods which are of the quantity, quality, and description required by the contract and which are contained or packaged in the manner required by the contract.” (8)

It further adds: “If the seller is bound to hand over documents relating to the goods, he must hand them over at the time, place, and in the form required by the contract.” (9)

Accordingly, if the seller retains the documents representing the goods even after delivery of the goods to the carrier, this has no effect on the rules governing the passing of risk under the United Nations Convention on the International Sale of Goods, since the risk of loss or damage to the goods is independent of the transfer of title documents. (10)

Thus, the material conformity of the goods and documents is defined as: *An obligation to achieve a specific result, namely: the delivery of goods and documents relating thereto in accordance with the requirements of the contract and the applicable law—whether national law or an international convention.” (11)

 

3. The Buyer’s Right to Receive Goods Free from Any Third-Party Claims

This right arises from the seller’s obligation to deliver goods free from any right or claim of a third party, unless the buyer agrees to accept the goods subject to such a right or claim. (12)

The seller must also deliver goods free from any right or claim of a third party based on industrial or intellectual property—for example, counterfeit or imitation trademarks affixed to the goods under an international sales contract—regardless of whether the seller was aware or unaware of such a situation at the time of the contract’s conclusion. (13)

 

1. Buyer’s Rights Arising from the Seller’s Non-Performance of His Obligations

The most important of these rights may be summarized as follows:

A-1. The Buyer’s Right to Withhold Performance (Defense of Non-Performance of the Contract)

Either party to an international sales contract—particularly the buyer—may suspend performance of his obligations if, after the conclusion of the contract, it becomes apparent that the other party will not perform a substantial part of his obligations:

1. due to a serious deficiency in his ability to perform such obligations or because of his insolvency, or 
2. due to the manner in which he prepares to perform the contract, or in which he is actually performing it. (14)

A-2 The Buyer’s Right to Avoid the International Sales Contract

Subject to the principle of economy in avoidance, the buyer has the right to declare the contract avoided if the seller’s failure to perform any of his obligations under the contract or under the 1980 Vienna Convention amounts to a fundamental breach of contract. (15)

A breach of contract committed by either party is deemed fundamental if it results in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract, unless the party in breach did not foresee and a reasonable person of the same kind in the same circumstances would not have foreseen such a result (Article 25).

Furthermore, the buyer may declare the contract avoided in case of non-delivery, if the seller fails to deliver the goods within the additional period of time fixed by the buyer under Article 47(1), or if the seller declares that he will not deliver within such period. (16)

A-3. The Buyer’s Right to Require Substitution, Repair, or Price Reduction

The buyer is entitled to require performance by the seller, so long as he has not resorted to a remedy inconsistent with this request. In the event that the goods do not conform to the contract, the buyer may require the seller to deliver substitute goods (right of substitution), provided that the lack of conformity constitutes a fundamental breach of contract and that the buyer requests delivery of substitute goods either at the time he gives notice of non-conformity in accordance with Article 39 of the Convention, or within a reasonable time thereafter. (17)

 

The buyer also has the right, in the case of non-conformity of the goods with the contract, to require the seller to remedy the lack of conformity (repair), unless such remedy would cause the seller unreasonable expense, taking into account all the circumstances. This request must be made either at the time of giving notice of the non-conformity under Article 39 of the Convention, or within a reasonable time thereafter. (18)

In addition, the buyer is entitled to a reduction of the price if the goods do not conform to the contract, whether or not the price has already been paid. The reduction shall be in proportion to the difference between the value of the goods actually delivered at the time of delivery and the value that conforming goods would have had at that time.

It should be noted, however, that the buyer may not reduce the price in two cases:

1. If the seller remedies the failure to perform his obligations in accordance with Articles 37 and 48 of the Convention.
2. If the buyer refuses to accept performance by the seller in accordance with the aforementioned Articles. (19)

 

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Sources:

1. Prof. Mohsen Shafiq, *The United Nations Convention on Contracts for the International Sale of Goods: A Study in International Trade Law, 1988 Edition, Dar Al-Nahda Al-Arabiya, Cairo, p. 21 et seq.
2. Clause “Third” of Council of Ministers Resolution No. (839) dated 12/02/1444 AH.
3. Prof. Gamal Mahmoud Abdel Aziz, International Sale of Goods: A Special Study on the Obligation of Conformity in the International Sales Contract of Goods under the United Nations Convention on Contracts for the International Sale of Goods, Vienna 1980, 2018 Edition, Dar Al-Nahda Al-Arabiya, Cairo, p. C et seq.
4. UNCITRAL official website: Status of the United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980), available at: [uncitral.un.org](https://uncitral.un.org), accessed on 22 April 2025.
5. Vincent Heuzé, La Vente Internationale de Marchandises – Droit Uniforme, translated by Mansour Al-Qadi, 2005 Edition, The University Institution for Studies, Publishing and Distribution, Beirut, para. 240, p. 247.
6. Articles (33, 34) of the United Nations Convention on Contracts for the International Sale of Goods.
7. Article 4 of the United Nations Convention on Contracts for the International Sale of Goods.
8. Article (35/1) of the United Nations Convention on Contracts for the International Sale of Goods.
9. Article (34) of the Vienna Convention 1980.
10. Dr. Sharaf Ramadan Abdel Aal, The Transfer of Risk under the Provisions of the United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980), Ph.D. Thesis, Faculty of Law, Cairo University, 2009, p. 170.
11. Prof. Gamal Mahmoud Abdel Aziz, ibid., p. 3.
12. Article (41) of the United Nations Convention on Contracts for the International Sale of Goods.
13. Article (42/1) of the United Nations Convention on Contracts for the International Sale of Goods.
14. Article (71/1) of the United Nations Convention on Contracts for the International Sale of Goods.
15. Article (49/1) of the United Nations Convention on Contracts for the International Sale of Goods.
16. Article (49/1) (b) of the United Nations Convention on Contracts for the International Sale of Goods.
17. Articles (46/1, 46/2) of the United Nations Convention on Contracts for the International Sale of Goods.
18. Article (46/3) of the United Nations Convention on Contracts for the International Sale of Goods.
19. Article (50) of the United Nations Convention on Contracts for the International Sale of Goods.