{"id":2695,"date":"2026-02-23T11:34:59","date_gmt":"2026-02-23T11:34:59","guid":{"rendered":"https:\/\/alrashidi.law\/?p=2695"},"modified":"2026-05-06T13:00:01","modified_gmt":"2026-05-06T13:00:01","slug":"the-sellers-obligations-under-international-contracts-for-the-sale-of-goods","status":"publish","type":"post","link":"https:\/\/alrashidi.law\/en\/the-sellers-obligations-under-international-contracts-for-the-sale-of-goods\/","title":{"rendered":"The Seller\u2019s Obligations under International Contracts for the Sale of Goods"},"content":{"rendered":"

The international community has been keen to establish a legal framework governing its transactions and the legal relationships arising therefrom. International conventions\u2014foremost among them the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980)\u2014have constituted the most effective means of achieving this objective.<\/span><\/p>\n

The Kingdom of Saudi Arabia has acceded to this Convention, which is regarded as the applicable law before international arbitral tribunals in disputes arising from international sale of goods contracts, given that most such contracts contain arbitration clauses. (1) The Kingdom ratified the Convention on 3\/8\/2023, and it entered into force on 1\/9\/2024, subject to a reservation excluding its commitment to Part III thereof. (2)<\/span><\/p>\n

The Meaning of an International Contract for the Sale of Goods under the Vienna Convention of 1980<\/b><\/h2>\n

An international contract for the sale of goods is defined as: \u201cA contract whose subject matter is goods and which is concluded between parties whose places of business are in different States, provided that such States are Contracting States\u2014i.e., parties to the Convention\u2014or where the rules of private international law lead to the application of the law of a Contracting State.\u201d (3)<\/span><\/p>\n

In determining the applicability of the Convention, no regard shall be had to the nationality of the parties, nor to whether the parties or the contract are of a civil or commercial nature. (4)<\/span><\/p>\n

Sales Excluded from the Scope of the International Sale of Goods Contract<\/b><\/h2>\n

The provisions of the Convention do not apply to the following sales:<\/span><\/p>\n

    \n
  1. Goods bought for personal, family, or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use.<\/span><\/li>\n
  2. Sales by auction.<\/span><\/li>\n
  3. Sales made pursuant to execution or otherwise by authority of law.<\/span><\/li>\n
  4. Stocks, shares, investment securities, negotiable instruments, and money.<\/span><\/li>\n
  5. Ships, vessels, hovercraft, and aircraft.<\/span><\/li>\n
  6. Electricity. (5)<\/span><\/li>\n<\/ol>\n

    There is no doubt that the excluded sales listed above are less suitable for the protection of the buyer\u2019s interests when compared to domestic legal regimes that are declared applicable where this Convention cannot be applied. (6)<\/span><\/p>\n

    The Seller\u2019s Obligations in the International Sale of Goods Contract<\/strong><\/h2>\n

    The seller must deliver the goods and any documents relating thereto and transfer the ownership of the goods as required by the contract and the Convention. (7) These obligations are as follows:<\/span><\/p>\n

      \n
    1. The Obligation to Deliver the Goods<\/b><\/li>\n<\/ol>\n

      An international sale of goods contract involving cross-border transportation\u2014particularly maritime transport, often includes an obligation on the seller to deliver the goods to a carrier at a specified place other than the seller\u2019s place of business, which is frequently a seaport, (8) for onward delivery to the buyer. The seller may also be required to place the goods at the buyer\u2019s disposal at a specified place. (9) In all cases, delivery must take place on the date fixed by the contract or on a date determinable by reference to the contract.<\/span><\/p>\n

        \n
      1. The Obligation to Deliver Documents<\/b><\/li>\n<\/ol>\n

        Where the seller is required to deliver documents relating to the goods, the seller must perform this obligation at the time and place stipulated in the contract and in the manner required by the contract and the Convention. (10)<\/span><\/p>\n

          \n
        1. The Obligation of Conformity<\/b><\/li>\n<\/ol>\n

          This obligation is an obligation to achieve a result and entails delivering goods and related documents in conformity with the requirements of the contract and the applicable law, whether a national law or an international convention. (11) Accordingly, the seller must deliver goods that are of the quantity, quality, and description required by the contract and that are contained or packaged in the manner stipulated therein. (12)<\/span><\/p>\n

          The seller must also deliver goods free from any right or claim of a third party, unless the buyer agrees to take the goods subject to such right or claim. However, where such right or claim is based on industrial property or any other intellectual property, the seller\u2019s obligations are governed by the provisions of Article (42) of the Convention. (13)<\/span><\/p>\n

          This is known as legal conformity, which is divided into general legal conformity and legal conformity in cases involving industrial or intellectual property. The Vienna Convention of 1980 has established specific rules governing the seller\u2019s obligation where the buyer is exposed to rights or claims arising from industrial property or any other intellectual property relating to the goods, provided that such claims are asserted by third parties. (14)<\/span><\/p>\n

          How is an \u201cinternational contract for the sale of goods\u201d specifically defined under the 1980 Vienna Convention?<\/b><\/h2>\n

          Under the 1980 Vienna Convention, an <\/span>international contract for the sale of goods<\/b> is specifically defined as a contract where the subject matter is <\/span>goods<\/b> and the following criteria are met:<\/span><\/p>\n

          Place of Business:<\/b> The parties to the contract must have their places of business in <\/span>different States<\/b>.<\/span><\/p>\n

          Contracting States:<\/b> These States must be <\/span>Contracting States<\/b> (parties to the Convention).<\/span><\/p>\n

          Private International Law:<\/b> Alternatively, the Convention applies if the rules of <\/span>private international law<\/b> lead to the application of the law of a Contracting State.<\/span><\/p>\n

          In applying this definition, the Convention explicitly disregards certain factors:<\/p>\n

          Nationality:<\/b> The nationality of the parties is not taken into account.<\/span><\/p>\n

          Nature of the Contract:<\/b> It does not matter whether the parties or the contract are of a <\/span>civil or commercial nature<\/b><\/p>\n

          What are the three primary obligations a seller must fulfill under an international sale of goods contract?<\/b><\/h2>\n

          Under the Vienna Convention, a seller in an international sale of goods contract is bound by three primary obligations:<\/span><\/p>\n