CONVENTION ON THE LIMITATION PERIOD
IN THE INTERNATIONAL SALE OF GOODS
聯(lián)合國國際貨物買賣時效期限公約
 
背景：《聯(lián)合國國際貨物買賣時效期限公約》（United Nations Convention on the Limitation Period in the International Sale of Goods），簡稱《時效公約》，是規(guī)定與國際貨物買賣合同有關(guān)的權(quán)利消滅期限的實體法公約。1974年6月14日在紐約聯(lián)合國總部召開的外交會議上通過，公約確立了關(guān)于國際銷售合同所引起法律訴訟必須開始的時限的統(tǒng)一規(guī)則。
《時效公約》共四部分46條。主要內(nèi)容是對時效期限的定義、期間、起算和計算、停止和延長、以及時效期限屆滿的后果作了具體規(guī)定。在此之前，國際貨物買賣中的時效期限各國規(guī)定的不一致，從6個月至30年不等，有礙于國際貿(mào)易的發(fā)展，該公約將時效期限統(tǒng)一規(guī)定為4年，在4年內(nèi)，買賣雙方皆可就國際貨物買賣合同的任何爭議提起訴訟，超過時效，仲裁機構(gòu)和法院不得接受已過時效期限的請求權(quán)，也不得對判決予以承認(rèn)和執(zhí)行。
時效的起算�！稌r效公約》還就時效的起算作了詳盡的規(guī)定，起算日期原則上為自請求權(quán)產(chǎn)生之日起計算。但發(fā)生下列情況之一，時效期限停止計算，即時效中止：1、債權(quán)人依法向法院起訴或依仲裁協(xié)議提交仲裁；2、債務(wù)人死亡或喪失能力；3、債務(wù)人破產(chǎn)或無清償能力；債務(wù)人公司、社團的解散或清算。如果沒有中止時效原因出現(xiàn)，時效滿4年則期限屆滿，屆滿日期如果為節(jié)假日，可以順延。時效期限屆滿，則債權(quán)人的請求權(quán)隨之消滅。
適用范圍。1974年《時效公約》的適用范圍，與1980年《聯(lián)合國國際貨物銷售合同公約》的適用范圍相吻合，《時效公約》第1條至第6條對此作了明確規(guī)定。為使1974年《時效公約》與1980年《聯(lián)合國國際貨物銷售合同公約》相配套，在1980年4月的聯(lián)合國維也納外交會議上締結(jié)《聯(lián)合國國際貨物銷售合同公約》的同時，還通過了《關(guān)于修正<</SPAN>聯(lián)合國國際貨物買賣時效期限公約>的議定書》。《時效公約》與1980年《修正〈時效公約〉議定書》于1988年8月1日生效，截止2005年上半年，前者有25個參加國，后者有18個參加國。
 
I. 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 INTRODUCTORY NOTE
1. The Convention on the Limitation Period in the International Sale of Goods (hereinafter called the 1974 Limitation Convention) was concluded at New York on 14 June 1974. A Protocol to the 1974 Limitation Convention (hereinafter called the 1980 Protocol) was concluded at Vienna on 11 April 1980.
2. The 1974 Limitation Convention and the 1980 Protocol both entered into force on 1 August 1988, in accordance with articles 44/(1) of the 1974 Limitation Convention and IX (1) of the 1980 Protocol.
3. In accordance with paragraph 2 of article XIV of the 1980 Protocol, the text of the 1974 Limitation Convention as amended by the 1980 Protocol has been prepared by the Secretary-General and will be found hereinafter.
4. The present text includes the relevant amendments to the articles of the 1974 Limitation Convention, as provided for by the 1980 Protocol. For ease of reference, the text of the original provisions of the 1974 Limitation Convention which have been amended by the 1980 Protocol are reproduced in footnotes. The present text also incorporates substantive provisions (final clauses) of the 1980 Protocol as required, including editorial additions. The relevant articles of the 1980 Protocol which have been incorporated in the present text of the 1974 Limitation Convention as amended have, for clarity, been assigned is numbers with the indication in parenthesis of the corresponding number of the 1980 Protocol.
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
 
Preamble序 言
The States Parties to the present Convention, Considering that international trade is an important factor in the promotion of friendly relations amongst States, Believing that the adoption of uniform rules governing the limitation period in the international sale of goods would facilitate the development of world trade, Have agreed as follows:
本公約各締約國: 鑒于國際貿(mào)易在促進(jìn)各國間的友好關(guān)系上是一個重要因素，深信通過規(guī)定國際貨物銷售的時效期間的統(tǒng)一規(guī)則將有助于發(fā)展世界貿(mào)易；協(xié)議如下：
 
Part I. Substantive provisions第一部分 實體規(guī)定
SPHERE OF APPLICATION適用范圍
Article 1第一條
1. This Convention shall determine when claims of a buyer and a seller against each other arising from a contract of international sale of goods or relating to its breach, termination or invalidity can no longer be exercised by reason of the expiration of a period of time. Such a period of time is hereinafter referred to as "the limitation period".
本公約規(guī)定，由于國際貨物銷售合同所引起的或與此項合同的違反，終止或無效有關(guān)的，買方和賣方彼此間的請求權(quán)在何時由于某段時間的屆滿而不能行使。此種期間即為下文所稱的“時效期間”。
 
2. This Convention shall not affect a particular time-limit within which one party is required, as a
condition for the acquisition or exercise of his claim, to give notice to the other party or perform any act other than the institution of legal proceedings.
本公約不影響當(dāng)事人一方作為取得或行使其請求權(quán)的條件，必須在特定時限內(nèi)通知他方當(dāng)事人或作出訴諸法律程序以外的任何行為的規(guī)定。
 
3. In this Convention: 在本公約中：
(a) "buyer", "seller" and "party" mean persons who buy or sell, or agree to buy or sell, goods, and the successors to and assigns of their rights or obligations under the contract of sale;
“買方”，“賣方”和“當(dāng)事人”是指買、賣貨物或約定買、賣貨物的人，以及依照貨物銷售合同的規(guī)定承受權(quán)利或義務(wù)的繼承人和受讓人：
 
(b) "creditor" means a party who asserts a claim, whether or not such a claim is for a sum of money;
“債權(quán)人”是指提出請求權(quán)的當(dāng)事人，不論這種請求權(quán)是不是關(guān)于金錢的；
 
(c) "debtor" means a party against whom a creditor asserts a claim;
“債務(wù)人”是指債權(quán)人向其提出請求權(quán)的當(dāng)事人；
 
(d) "breach of contract" means the failure of a party to perform the contract or any performance not in conformity with the contract;
“違約”是指當(dāng)事人沒有履行合同或者沒有依照合同行事；
 
(e) "legal proceedings" includes judicial, arbitral and administrative proceedings;
“法律程序”包括司法程序、仲裁程序和行政程序；
 
(f) "person" includes corporation, company, partnership, association or entity, whether private or public, which can sue or be sued;
“人”包括可以提起訴訟或被訴訟的公司、商號、合伙、會社或公私團體；
 
(g) "writing" includes telegram and telex; “書面”包括電報和電傳；
(h) "year" means a year according to the Gregorian calendar. “年”是指公歷年。
 
Article 2 　　第二條
For the purposes of this Convention:就適用本公約來說；
(a) a contract of sale of goods shall be considered international, if at the time of the conclusion of the contract, the buyer and the seller have their places of business in different States;
貨物銷售合同，如在訂立時買方和賣方的營業(yè)所在不同國家，應(yīng)視為國際貨物銷售合同；
 
(b) the fact that the parties have their place of business in different States shall be disregarded whenever this fact does not appear either from the contract or from any dealings between, or from information disclosed by, the parties at any time before or at the conclusion of the contract;
)當(dāng)事各方在不同國家有營業(yè)所的事實，如從合同中，或在合同訂立前或訂立時的交易中，或在所透露的資料中看不出來，應(yīng)不予考慮。
 
(c) where a party to a contract of sale of goods has places of business in more than one State, the place of business shall be that which has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemplated by the parties at the time of the conclusion of the contract;
如貨物銷售合同的當(dāng)事人在一國以上沒有營業(yè)所，應(yīng)考慮到訂立合同時為當(dāng)事各方所已知道的或預(yù)期的情況，以對合同及其履行有最密切關(guān)系的營業(yè)所為營業(yè)所；
 
(d) where a party does not have a place of business, reference shall be made to his habitual residence;
如當(dāng)事人設(shè)有營業(yè)所，應(yīng)參照其慣常住所辦理；
 
(e) neither the nationality of the parties nor the civil or commercial character of the parties or of the contract shall be taken into consideration.
對于當(dāng)事人的國籍以及當(dāng)事人或合同的民事或商事性質(zhì)均不應(yīng)予以考慮。
 
Article 3第三條
This Convention shall apply only　本公約適用范圍
(a) if, at the time of the conclusion of the contract, the places of business of the parties to a contract of international sale of goods are in Contracting States; or
本公約僅在訂立合同時，國際貨物銷售合同當(dāng)事各方締約國有營業(yè)所的情況下適用。
 
(b) if the rules of private international law make the law of a Contracting State applicable to the contract of sale.
除本公約另有規(guī)定外，本公約不問依照國際私法的規(guī)則原應(yīng)適用的法律如何，應(yīng)一律適用。
 
2. This Convention shall not apply when the parties have expressly excluded its application.
本公約在當(dāng)事各方明白表示排除其適用時，應(yīng)不適用。
 
Article 4 　第四條
This Convention shall not apply to sales:本公約對下列貨物銷售不適用：
(a) of 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;
供個人、家屬或家庭使用的貨物；
 
(b) by auction; 拍賣；
(c) on execution or otherwise by authority of law; 從事執(zhí)行法律所授權(quán)的行為或其他行動；
 
(d) of stocks, shares, investment securities, negotiable instruments or money;
債券、股票、投資證券、流通票據(jù)或貨幣；
 
(e) of ships, vessels, hovercraft or aircraft; 船只、船舶或飛機；
(f) of electricity. 電力。
 
Article 5 　第五條
This Convention shall not apply to claims based upon:
 本公約對根據(jù)下列理由的請求權(quán)不適用：
(a) death of, or personal injury to, any person; 任何人的死亡或人身傷害；
(b) nuclear damage caused by the goods sold; 由所賣貨物造成的核損害；
(c) a lien, mortgage or other security interest in property;
財產(chǎn)的留置權(quán)、抵押權(quán)或其他擔(dān)保利益；
 
(d) a judgement or award made in legal proceedings; 法律程序中所作的判決或裁決；
(e) a document on which direct enforcement or execution can be obtained in accordance with the law of the place where such enforcement or execution is sought;
依照請求執(zhí)行所在地法律，能夠據(jù)以獲得直接執(zhí)行的文件；
 
(f) a bill of exchange, cheque or promissory note. 匯票、支票或本票。
 
Article 6　第六條
1. This Convention shall not apply to contracts in which the preponderant part of the obligations of the seller consists in the supply of labor or other services.
本公約不適用于賣方義務(wù)的最主要部分是在提供勞動力或其他勞務(wù)的合同。
 
2. Contracts for the supply of goods to be manufactured or produced shall be considered to be sales, unless the party who orders the goods undertakes to supply a substantial part of the materials necessary for such manufacture or production.
為供應(yīng)有待制造或生產(chǎn)的貨物而訂立的合同應(yīng)視為貨物銷售，但訂貨的一方承擔(dān)提供此種制造或生產(chǎn)所需原料的主要部分者，不在此限。
 
Article 7 第七條
In the interpretation and application of the provisions of this Convention, regard shall be had to its
international character and to the need to promote uniformity.
THE DURATION AND COMMENCEMENT OF THE LIMITATION PERIOD
在解釋和適用本公約的各項規(guī)定時，應(yīng)考慮到本公約的國際性質(zhì)及促進(jìn)統(tǒng)一的必要性。
時效期間和起始
 
Article 8第八條
The limitation period shall be four years. 　時效期間應(yīng)為四年。
 
Article 9　第九條
1. Subject to the provisions of articles 10, 11 and 12 the limitation period shall commence on the date of which the claim accrues.
除第十條、第十一條和第十二條另有規(guī)定者外，時效期間應(yīng)自請求權(quán)產(chǎn)生之日起算。
 
2. The commencement of the limitation period shall not be postponed by:
時效期間的起算不應(yīng)由于下列原因而推遲：
 
(a) a requirement that the party be given a notice as described in paragraph 2 of article 1, or
當(dāng)事人一方必須向他方致送第一條第(2)款所稱的通知，或
 
(b) a provision in an arbitration agreement that no right shall arise until an arbitration award has been made.
仲裁協(xié)議規(guī)定在仲裁裁決作出之前，不發(fā)生任何權(quán)利。
 
Article 10第十條
1. A claim arising from a breach of contract shall accrue on the date on which such breach occurs.
由于違約而引起的請求權(quán)應(yīng)在違約行為發(fā)生之日產(chǎn)生。
 
2. A claim arising from a defect or other lack of conformity shall accrue on the date on which the goods are actually handed over to, or their tender is refused by, the buyer.
由于貨物有瑕疵或不符合同規(guī)定而引起的請求權(quán)、應(yīng)在貨物實際交付買方或買方拒絕接受之日產(chǎn)生。
 
3. A claim based on fraud committed before or at the time of the conclusion of the contract or during its performance shall accrue on the date on which the fraud was or reasonably could have been discovered.
基于合同訂立前或訂立時，或在履行此項合同期間的詐欺行為而提出的請求權(quán)，應(yīng)在該項詐欺被發(fā)現(xiàn)或照理能夠被發(fā)現(xiàn)之日產(chǎn)生。
 
Article ll 第十一條
If the seller has given an express undertaking relating to the goods which is stated to have effect for a certain period of time, whether expressed in terms of a specific period of time or otherwise, the limitation period in respect of any claim arising from the undertaking shall commence on the date on which the buyer notifies the seller of the fact on which the claim is based, but not later than on the date of the expiration of the period of the undertaking.
如賣方就貨物提出明確保證，說明在某一期間內(nèi)有效，不論是否定有具體期間，由于這種保證而引起的請求權(quán)的時效期間，應(yīng)自買方將請求權(quán)所根據(jù)的事實通知賣方之日起算，但不得遲于這種保證期間屆滿之日。
 
Article 12第十二條
1. If, in circumstances provided for by the law applicable to the contract, one party is entitled to declare the contract terminated before the time for performance is due, and exercises this right, the limitation period in respect of a claim based on any such circumstances shall commence on the date on which the declaration is made to the other party. If the contract is not declared to be terminated before performance becomes due, the limitation period shall commence on the date on which performance is due.
如依適用于合同的法律的規(guī)定，當(dāng)事人一方有權(quán)在合同開始履行前聲明終止合同，并行使了此項權(quán)利，則根據(jù)此種情況的請求權(quán)的時效期間，應(yīng)自向他方當(dāng)事人作此聲明之日起算。如合同在開始履行前未經(jīng)聲明終止，則時效期間應(yīng)自開始履行之日起算。
 
2. The limitation period in respect of a claim arising out of a breach by one party of a contract for the delivery of or payment for goods by installments shall, in relation to each separate installment, commence on the date on which the particular breach occurs. If, under the law applicable to the contract, one party is entitled to declare the contract terminated by reason of such breach, and exercises this right, the limitation period in respect of all relevant instalments shall commence on the date on which the declaration is made to the other party.
CESSATION AND EXTENSION OF THE LIMITATION PERIOD
由于當(dāng)事人一方違背分期交貨或分期付款合同而引起的請求權(quán)的時效期間，就每一期來說，應(yīng)自該項違約行為發(fā)生之日起算。如依適用于合同的法律的規(guī)定，當(dāng)事人一方有權(quán)以這種違約行為為理由聲明終止合同，并行使了此項權(quán)利，則全部有關(guān)各期的時效期間，應(yīng)自向他方當(dāng)事人作此聲明之日起算。
　　時效期間的停止和延長
 
Article 13第十三條
The limitation period shall cease to run when the creditor performs any act which, under the law of the court where the proceedings are instituted, is recognized as commencing judicial proceedings against the debtor or as asserting his claim in such proceedings already instituted against the debtor, for the purpose of obtaining satisfaction or recognition of his claim.
在債權(quán)人作出根據(jù)起訴地法院所適用的法律認(rèn)為是對債務(wù)人開始進(jìn)行司法程序或在已對債務(wù)人所提起的這種程序中提出其請求權(quán)以期獲得清償或承認(rèn)的行為時，時效期間應(yīng)停止計算。
 
Article 14第十四條
1. Where the parties have agreed to submit to arbitration, the limitation period shall cease to run when either party commences arbitral proceedings in the manner provided for in the arbitration agreement or by the law applicable to such proceedings.
如當(dāng)事雙方已同意提付仲裁，時效期間應(yīng)在當(dāng)事人任何一方按照仲裁協(xié)議所規(guī)定的方式或依適用于此種程序的法律開始進(jìn)行仲裁程序時，停止計算。
 
2. In the absence of any such provision, arbitral proceedings shall be deemed to commence on the date on which a request that the claim in dispute be referred to arbitration is delivered at the habitual residence or place of business of the other party or, if he has no such residence or place of business, then at his last known residence or place of business.
如無上述任何規(guī)定，仲裁程序應(yīng)視為在將爭執(zhí)中的請求權(quán)提付仲裁的申請送達(dá)他方當(dāng)事人的慣常住所或營業(yè)所之日開始；如他方無此種住所或營業(yè)所，則在送達(dá)其為人所知的最后住所或營業(yè)所之日起開始。
 
Article 15第十五條
In any legal proceedings other than those mentioned in articles 13 and 14, including legal proceedings commenced upon the occurrence of:
在第十三條和第十四條未提到的其他任何法律程序，包括在下列情況發(fā)生時開始的法律程序中：
 
(a) the death or incapacity of the debtor, 債務(wù)人死亡或喪失能力。
(b) the bankruptcy or any state of insolvency affecting the whole of the property of the debtor, or
債務(wù)人破產(chǎn)或無清償債務(wù)能力，因而影響到債務(wù)人的全部財產(chǎn)，或
 
(c) the dissolution or liquidation of a corporation, company, partnership, association or entity when it is the debtor, the limitation period shall cease to run when the creditor asserts his claim in such proceedings for the purpose of obtaining satisfaction or recognition of the claim, subject to the law governing the proceedings.
作為債務(wù)人的公司、商號、合伙、會社或團體的解散或清算。債權(quán)人提出請求權(quán)以期獲得清償或承認(rèn)時，除有關(guān)該程序的法律另有規(guī)定者外，時效期間應(yīng)停止計算。
 
Article 16第十六條
For the purposes of articles 13, 14 and 15, any act performed by way of counterclaim shall be deemed to have been performed on the same date as the act performed in relation to the claim against which the counterclaim is raised, provided that both the claim and the counterclaim relate to the same contract or to several contracts concluded in the course of the same transaction.
就適用第十三條、第十四條和第十五條來說，為提出反請求權(quán)而作出的任何行為，應(yīng)視為在從事?lián)�以提出反請求�?quán)的請求權(quán)的有關(guān)行為的同日進(jìn)行，但請求權(quán)和反請求權(quán)均應(yīng)與同一合同或與同一交易中所訂立的數(shù)個合同有關(guān)。
 
Article 17第十七條
1. Where a claim has been asserted in legal proceedings within the limitation period in accordance with article 13, 14, 15 or 16, but such legal proceedings have ended without a decision binding on the merits of the claim, the limitation period shall be deemed to have continued to run.
如依照第十三條、第十四條、第十五條和第十六條在時效期間內(nèi)進(jìn)行法律程序提出請求權(quán)，但此種法律程序終結(jié)時并未就請求權(quán)的是非曲直具有拘束力的最后判決時，時效期間應(yīng)視為持續(xù)計算。
 
2. If, at the time such legal proceedings ended, the limitation period has expired or has less than one year to run, the creditor shall be entitled to a period of one year from the date on which the legal proceedings ended.
如果此種法律程序終結(jié)時，時效期間業(yè)已屆滿或者剩下不足一年、債權(quán)人自該項法律程序終結(jié)之日起應(yīng)另享有一年的期間。
 
Article 18第十八條
1. Where legal proceedings have been commenced against one debtor, the limitation period prescribed in this Convention shall cease to run against any other party jointly and severally liable with the debtor, provided that the creditor informs such party in writing within that period that the proceedings have been commenced.
如已對一債務(wù)人開始進(jìn)行法律程序，本公約所規(guī)定的時效期間對于與該債務(wù)人負(fù)有連帶及個別責(zé)任的任何其他當(dāng)事人應(yīng)停止計算，但債權(quán)人應(yīng)在該期間內(nèi)將業(yè)已開始進(jìn)行法律程序的事實以書面通知該當(dāng)事人。
 
2. Where legal proceedings have been commenced by a subpurchaser against the buyer, the limitation period prescribed in this Convention shall cease to run in relation to the buyer's claim over against the seller, if the buyer informs the seller in writing within that period that the proceedings have been commenced.
如轉(zhuǎn)買人對買方已開始進(jìn)行法律程序，則本公約規(guī)定的時效期間，就買方對賣方的請求權(quán)而言應(yīng)停止計算，只要買方在該期間內(nèi)將業(yè)已開始進(jìn)行法律程序的事實的書面通知賣方。
 
3. Where the legal proceedings referred to in paragraphs 1 and 2 this article have ended, the limitation period in respect of the claim of the creditor or the buyer against the party jointly and severally liable or against the seller shall be deemed not to have ceased running by virtue of paragraphs 1 and 2 of this article, but the creditor or the buyer shall be entitled to an additional year from the date on which the legal proceedings ended, if at that time the limitation period had expired or had less than one year to run.
在本條第(1)款和第(2)款所稱法律程序終結(jié)時，債權(quán)人或買方對負(fù)有連帶或個別責(zé)任的當(dāng)事人或?qū)�賣方所提請求權(quán)的時效期間，應(yīng)視為不因本條第(1)款和第(2)款而停止計算，但如在法律程序終結(jié)時，時效期間業(yè)已屆滿或剩下不足一年，債權(quán)人或買方自該項法律程序終結(jié)之日起應(yīng)另享有一年的期間。
 
Article 19第十九條
Where the creditor performs, in the State in which the debtor has his place of business and before the expiration of the limitation period, any act, other than the acts described in articles 13, 14, 15 and 16, which under the law of that State has the effect of recommencing a limitation period, a new limitation period of four years shall commence on the date prescribed by that law.
如債權(quán)人在時效期間屆滿以前，并在債務(wù)人有營業(yè)所的國家內(nèi)從事第十三條、第十四條、第十五條和第十六條規(guī)定以外的其他任何行為，根據(jù)該國法律具有重新開始原時效期間的效力，一個新的四年時效期間應(yīng)自該國法律規(guī)定的日期開始。
 
Article 20第二十條
1. Where the debtor, before the expiration of the limitation period, acknowledges in writing his
obligation to the creditor, a new limitation period of four years shall commence to run from the date of such acknowledgement.
如債務(wù)人在時效期間屆滿前以書面向債權(quán)人承認(rèn)其所負(fù)責(zé)務(wù)，一個新的四年時效期間應(yīng)自此種承認(rèn)之日起算。
 
2. Payment of interest or partial performance of an obligation by the debtor shall have the same effect as an acknowledgement under paragraph (1) of this article if it can reasonably be inferred from such payment or performance that the debtor acknowledges that obligation.
債務(wù)人付給利息或償還部分債務(wù)，應(yīng)與本條第(1)款所稱的承認(rèn)具有同等效力，只要從這種付給或償還可以合理地推定該債務(wù)人承認(rèn)該項債務(wù)。
 
Article 21第二十一條
Where, as a result of a circumstance which is beyond the control of the creditor and which he could neither avoid nor overcome, the creditor has been prevented from causing the limitation period to cease to run, the limitation period shall be extended so as not to expire before the expiration of one year from the date on which the relevant circumstance ceased to exist.
如由于債權(quán)人無法控制或不能避免或克服的情況、債權(quán)人不能使時效期間停止計算，時效期間應(yīng)予延長，使之不致在有關(guān)情況消失之日起一年期滿以前即行屆滿。
 
　MODIFICATION OF THE LIMITATION PERIOD BY THE PARTIES
　當(dāng)事人對時效期間的變更
Article 22第二十二條
1. The limitation period cannot be modified or affected by any declaration or agreement between the parties, except in the cases provided for in paragraph (2) of this article.
除本條第(2)款規(guī)定的情形外，時效期間不能由當(dāng)事人之間的任何聲明或協(xié)議加以變更或影響。
 
2. The debtor may at any time during the running of the limitation period extend the period by a
declaration in writing to the creditor. This declaration may be renewed.
債務(wù)人在時效期間持續(xù)中，得隨時向債權(quán)人提出書面聲明延長該期間。此項聲明可以續(xù)展。
 
3. The provisions of this article shall not affect the validity of a clause in the contract of sale which
 stipulates that arbitral proceeding shall be commenced within a shorter period of limitation than that prescribed by this Convention, provided that such clause is valid under the law applicable to the contract of sale.
本條各款不影響貨物銷售合同中規(guī)定仲裁程序應(yīng)在比本公約所規(guī)定者更短的時效期間內(nèi)開始進(jìn)行的條款的效力。但以該項條款適用于貨物銷售合同的法律為有效者為限。
 
　　GENERAL LIMIT OF THE LIMITATION PERIOD 時效期間的一般限制
Article 23第二十三條
Notwithstanding the provisions of this Convention, a limitation period shall in any event expire not later than ten years from the date on which it commenced to run under articles 9, 10, 11 and 12 of this Convention.
不問本公約的規(guī)定如何，時效期間無論如何都應(yīng)依本公約第九條、第十條、第十一條和第十二條規(guī)定開始起算之日起十年內(nèi)屆滿。
 
　CONSEQUENCES OF THE EXPIRATION OF THE LIMITATION PERIOD
　時效期間屆滿的后果
Article 24　第二十四條
Expiration of the limitation period shall be taken into consideration in any legal proceedings only if invoked by a party to such proceedings.
　　在任何法律程序中，時效期間的屆滿，只能根據(jù)該法律程序一方的請求，才予以考慮。
 
Article 25第二十五條
1. Subject to the provisions of paragraph (2) of this article and of article 24, no claim shall be recognized or enforced in any legal proceedings commenced after the expiration of the limitation period.
除本條第二款和第二十四條所規(guī)定者外，任何請求權(quán)在時效期間屆滿后開始進(jìn)行的任何法律程序中，均不得予以承認(rèn)或執(zhí)行。
 
2. Notwithstanding the expiration of the limitation period, one party may rely on his claim as a defence or for the purpose of set-off against a claim asserted by the other party, provided that in the latter case this may only be done:
盡管時效期間已經(jīng)屆滿，當(dāng)事人一方仍得憑藉其請求權(quán)進(jìn)行抗辯或用以抵銷他方當(dāng)事人所提出的請求權(quán)，但在后一情況下，只有符合以下條件，才能進(jìn)行:
 
(a) if both claims relate to the same contract or to several contracts concluded in the course of the same transaction; or
雙方的請求權(quán)涉及同一合同或在同一交易中訂立的數(shù)個合同；或
 
(b) if the claims could have been set-off at any time before the expiration of the limitation period.
這些請求權(quán)在時效期間屆滿以前隨時都可以抵銷。
 
Article 26 第二十六條
Where the debtor performs his obligation after the expiration of the limitation period, he shall not on that ground be entitled in any way to claim restitution even if he did not know at the time when he performed his obligation that the limitation period had expired.
債務(wù)人如在時效期間屆滿后償還他的債務(wù)，即使他在償還時不知時效期間已經(jīng)屆滿，也決不因此就有權(quán)請求收回。
 
Article 27 第二十七條
 The expiration of the limitation period with respect to a principal debt shall have the same effect with respect to an obligation to pay interest on that debt.
主債務(wù)的時效期間的屆滿，對該債務(wù)利息的付給義務(wù)具有同等效力。
 
　　CALCULATION OF THE PERIOD 時效期間的計算
Article 28第二十八條
1. The limitation period shall be calculated in such a way that it shall expire at the end of the day which corresponds to the date on which the period commenced to run. If there is no such corresponding date, the period shall expire at the end of the last day of the last month of the limitation period.
)時效期間的計算，應(yīng)在與該期間起算之日的對應(yīng)日期終結(jié)時屆滿。如無此種對應(yīng)日期，該期間應(yīng)在時效期間的最后一個月的最末一日終結(jié)時屬滿。
 
2. The limitation period shall be calculated by reference to the date of the place where the legal
proceedings are instituted.
時效期間應(yīng)依照進(jìn)行法律程序地點的日期計算。
 
Article 29第二十九條
Where the last day of the limitation period falls on an official holiday or other dies non juridicus precluding the appropriate legal action in the jurisdiction where the creditor institutes legal proceedings or asserts a claim as envisaged in articles 13, 14 or 15, the limitation period shall be extended so as not to expire until the end of the first day following that official holiday or dies non juridicus on which such proceedings could be instituted or on which such a claim could be asserted in that jurisdiction.
如時效期間的最后一日適逢債權(quán)人依第十三條、第十四條或第十五條提起法律程序或提出請求權(quán)的管轄地的一個法定假日或休庭日，因而不能進(jìn)行適當(dāng)?shù)姆�律行為時，該時效期間應(yīng)予延長至法定假日休庭日的次日終結(jié)時，始算屆滿，以便能在該管理地提起此種程序或提出此種請求權(quán)。
 
Article 30  INTERNATIONAL EFFECT第三十條 國際效力
The acts and circumstances referred to in articles 13 through 19 which have taken place in one
Contracting State shall have effect for the purposes of this Convention in another Contracting State, provided that the creditor has taken all reasonable steps to ensure that the debtor is informed of the relevant act or circumstances as soon as possible.
在一個締約國內(nèi)所發(fā)生的第十三條至第十九條所稱的行為或情況，就本公約來說，應(yīng)在另一締約國內(nèi)具有效力，但債權(quán)人應(yīng)采取一切合理步驟，保證盡速將有關(guān)行為或情況通知債務(wù)人。
 
Part II. Implementation　第二部分 執(zhí) 行
Article 31第三十一條
1. If a Contracting State has two or more territorial units in which, according to its constitution, different systems of law are applicable in relation to the matters dealt with in this Convention, it may, at the time of signature, ratification or accession, declare that this Convention shall extend to all its territorial units or only to one or more of them, and may amend its declaration by submitting another declaration at any time.
如締約國有兩個或兩個以上的領(lǐng)土單位，按照該國憲法，關(guān)于本公約所規(guī)定的事項應(yīng)適用不同的法律體系，該國可在簽署、批準(zhǔn)或加入時，聲明本公約將適用于該國全部領(lǐng)土單位或僅適用于其中的一個或數(shù)個單位，并可隨時提出另一聲明以修改其已作出的聲明。
 
2. These declarations shall be notified to the Secretary-General of the United Nations and shall state expressly the territorial units to which the Convention applies.
此種聲明應(yīng)通知給聯(lián)合國秘書長、并明確地說明適用本公約的領(lǐng)土單位。
 
3. If a Contracting State described in paragraph (1) of this article makes no declaration at the time of signature, ratification or accession, the Convention shall have effect within all territorial units of that State.
如本條第(1)款所稱的締約國在簽署、批準(zhǔn)或加入時并未作出聲明，本公約在該國所有領(lǐng)土單位中都應(yīng)有效。
 
4. If, by virtue of a declaration under this article, this Convention extends to one or more but not all of the territorial units of a Contracting State, and if the place of business of a party to a contract is located in that State, this place of business shall, for the purposes of this Convention, be considered not to be in a Contracting State, unless it is in a territorial unit to which the Convention extends.
 
Article 32第三十二條
Where in this Convention reference is made to the law of a State in which different systems of law
apply, such reference shall be construed to mean the law of the particular legal system concerned.
本公約所稱的一個適用不同法律體系的國家的法律應(yīng)被解釋為其一有關(guān)法律體系的法律。
 
Article 33　第三十三條
Each Contracting State shall apply the provisions of this Convention to contracts concluded on or after the date of the entry into force of this Convention.
　　每一締約國應(yīng)將本公約的規(guī)定適用于在本公約生效之日或以后所訂立的合同。
 
Part III. Declarations and reservations　第三部分 聲明和保留
　　Article 34 第三十四條
1. Two or more Contracting States which have the same or closely related legal rules on matters governed by this Convention may at any time declare that the Convention shall not apply to contracts of international sale of goods where the parties have their places of business in those States. Such declarations may be made jointly or by reciprocal unilateral declarations.
兩個或兩個以上締約國得隨時聲明，在其中一國有營業(yè)所的賣方，同在其中另一國有營業(yè)所的買方之間所訂立的貨物銷售公約不適用本公約，因為這些國家就本公約所規(guī)定的事項適用相同的或密切相關(guān)的法律規(guī)則。
 
2. A Contracting State which has the same or closely related legal rules on matters governed by this Convention as one or more non-Contracting States may at any time declare that the Convention shall not apply to contracts of international sale of goods where the parties have their places of business in those States.
 
3. If a State which is the object of a declaration under paragraph (2) of this article subsequently becomes a Contracting State, the declaration made shall, as from the date on which this Convention enters into force in respect of the new Contracting State, have the effect of a declaration made under paragraph (1), provided that the new Contracting State joins in such declaration or makes a reciprocal unilateral declaration.
 
Article 35第三十五條
A Contracting State may declare, at the time of the deposit of its instrument of ratification or accession, that it will not apply the provisions of this Convention to actions for annulment of the contract.
　　締約國在交存批準(zhǔn)書或加入書時，可聲明對于廢除合同的行為不適用本公約的規(guī)定。
 
Article 36第三十六條
Any State may declare, at the time of the deposit of its instrument of ratification or accession, that it shall not be compelled to apply the provisions of article 24 of this Convention.
Any State may declare at the time of the deposit of its instrument of accession or its notification under article 43 bis that it will not be bound by the amendments to article 3 made by article I of the 1980 Protocol5. A declaration made under this article shall be in writing and be formally notified to the depositary.
任何國家可在交存本公約批準(zhǔn)書或加入書時，聲明不得強制它適用本公約第二十四條的規(guī)定。
 
Article 37  　第三十七條
This Convention shall not prevail over any international agreement which has already been or may be entered into, and which contains provisions concerning the matters governed by this Convention, provided that the seller and buyer have their places of business in States parties to such agreement.
本公約對已經(jīng)訂立或可能訂立含有本公約所規(guī)定事項的條款的公約，無優(yōu)先效力，但以賣方和買方在此種公約締約國內(nèi)有營業(yè)所為條件。
 
Article 38第三十八條
1. A Contracting State which is a party to an existing convention relating to the international sale of goods may declare, at the time of the deposit of its instrument of ratification or accession, that it will apply this Convention exclusively to contracts of international sale of goods as defined in such existing convention.
締約國如已參加一個現(xiàn)行國際貨物銷售公約，可在存交本公約批準(zhǔn)書或加入書時，聲明它僅對該現(xiàn)行公約所規(guī)定的國際貨物銷售合同適用本公約。
 
2. Such declaration shall cease to be effective on the first day of the month following the expiration of twelve months after a new convention on the international sale of goods, concluded under the auspices of the United Nations, shall have entered into force.
此種聲明應(yīng)在聯(lián)合國主持下締訂的新的國際貨物銷售合同發(fā)生效力滿十二個月后第一個月的第一天失效。
 
Article 39第三十九條
No reservation other than those made in accordance with articles 34, 35, 36, 36 be and 38 shall be
permitted.
除依第三十四條、第三十五條、第三十六條和第三十八條規(guī)定提出的保留外，不得再作任何其他保留。
 
Article 40第四十條
1. Declarations made under this Convention shall be addressed to the Secretary-General of the United Nations and shall take effect simultaneously with the entry of this Convention into force in respect of the State concerned, except declarations made thereafter. The latter declarations shall take effect on the first day of the month following the expiration of six months after the date of their receipt by the Secretary- General of the United Nations.* Reciprocal unilateral declarations under article 34 shall take effect on the first day of the month following the expiration of six months after the receipt of the latest declaration by the Secretary-General of the United Nations.
依本公約所作的聲明應(yīng)送交聯(lián)合國秘書長、并應(yīng)與本公約對有關(guān)的國家生效時生效，但在公約生效后所作的聲明不在此限。公約生效后所作的聲明的生效日期應(yīng)為聯(lián)合國秘書長收到該項聲明之日六個月后的第一個月的第一天。
 
2. Any State which has made a declaration under this Convention may withdraw it at any time by a notification addressed to the Secretary-General of the United Nations. Such withdrawal shall take effect on the first day of the month following the expiration of six months after the date of the receipt of the notification by the Secretary-General of the United Nations. In the case of a declaration made under article 34 of this Convention, such withdrawal shall also render inoperative, as from the date on which the withdrawal takes effect, any reciprocal declaration made by another State under that article.
依本公約作出聲明的國家得隨時通知聯(lián)合國秘書長撤回其聲明。此種撤回應(yīng)在秘書長收到通知之日六個月后的第一個月的第一天生效。如果是根據(jù)公約第三十四條所作的聲明，其撤回自生效之日起，也使另一國家根據(jù)該條新作的相應(yīng)聲明無效。
 
Part IV. Final clauses第四部分 最后條款
　　Article 41第四十一條
This Convention8 shall be open until 31 December 1975 for signature by all States at the Headquarters of the United Nations.
　　本公約在1975年12月31日以前，聽由所有國家在聯(lián)合國總部簽署。
 
Article 42　第四十二條
This Convention8 is subject to ratification. The instruments of ratification shall be deposited with the Secretary-General of the United Nations.
　　本公約須經(jīng)批準(zhǔn)。批準(zhǔn)書應(yīng)送交聯(lián)合國秘書長存放。
 
Article 43　　第四十三條
This Convention8 shall remain open for accession by any State. The instruments of accession shall be deposited with the Secretary-General of the United Nations.
　　本公約聽由任何國家加入。加入書應(yīng)送交聯(lián)合國秘書長存放。
 
If a State ratifies or accedes to the 1974 Limitation Convention after the entry into force of the 1980 Protocol, the ratification or accession shall also constitute a ratification or an accession to the
Convention as amended by the 1980 Protocol if the State notifies the depositary accordingly. Article 43 ter (Article VIII (2) of the Protocol)
 Accession to the 1980 Protocol by any State which is not a Contracting Party to the 1974 Limitation Convention shall have the effect of accession to that Convention as amended by the Protocol, subject to the provisions of article 44.
 
Article 44第四十四條
1. This Convention shall enter into force on the first day of the month following the expiration of six months after the date of the deposit of the tenth instrument of ratification or accession.
本公約應(yīng)在第十個批準(zhǔn)書或加入書存放之日起六個月后的第一個月的第一天生效。
 
2. For each State ratifying or acceding to this Convention after the deposit of the tenth instrument of ratification or accession, this Convention shall enter into force on the first day of the month following the expiration of six months after the date of the deposit of its instrument of ratification or accession.
對于在第十個批準(zhǔn)書或加入書存放后批準(zhǔn)或加入本公約的國家，本公約應(yīng)在各該國交存批準(zhǔn)書或加入書之日起六個月后的第一個月的第一天生效。
 
Article 44 bis (Article XI of the Protocol)
Any State which becomes a Contracting Party to the 1974 Limitation Convention, as amended by the
1980 Protocol, shall, unless it notifies the depositary to the contrary, be considered to be also a
Contracting Party to the Convention, unamended, in relation to any Contracting Party to the Convention not yet a Contracting Party to the 1980 Protocol.
 
Article 45第四十五條
1. Any Contracting State may denounce this Convention by notifying the Secretary-General of the
United Nations to that effect.
任何締約國可以通知聯(lián)合國秘書長的方式，聲明退出本公約。
 
2. The denunciation shall take effect on the first day of the month following the expiration of twelve months after receipt of the notification by the Secretary-General of the United Nations.
該項退出聲明應(yīng)在聯(lián)合國秘書長收到此項通知12個月的第一個月的第一天生效。
 
Article 45 bis (Article XIII (3) of the Protocol)
Any Contracting State in respect of which the 1980 Protocol ceases to have effect by the application of paragraphs (1) and (2)9 of article XIII of 1980 Protocol shall remain a Contracting Party to the 1974 Limitation Convention, unamended, unless it denounces the unamended Convention in accordance with article 45 of that Convention.
 
Article 46　第四十六條
The original of this Convention, of which the Chinese, English, French, Russian and Spanish texts are equally authentic, shall be deposited with the Secretary-General of the United Nations.
本公約正本應(yīng)送交聯(lián)合國秘書長存放，其中文、英文、法文、俄文和西班牙文各種文本具有同等效力。
 
 
II. Explanatory Note by the UNCITRAL Secretariat on the Convention on the Limitation Period in the International Sale of Goods and the Protocol amending the Convention on the Limitation
Period in the International Sale of Goods 10
 
INTRODUCTION
 
1. The Convention on the Limitation Period in the International Sale of Goods (New York, 1974)
provides uniform international legal rules governing the period of time within which a party under a contract for the international sale of goods must commence legal proceedings against the other party to assert a claim arising from the contract or relating to its breach, termination or invalidity. This period is referred to in the Convention as the "limitation period". The basic aims of the limitation period are to prevent the institution of legal proceedings at such a late date that the evidence relating to the claim is likely to be unreliable or lost and to protect against the uncertainty and injustice that would result if a party were to remain exposed to unasserted claims for an extensive period of time.
 
2. The Limitation Convention grew out of the work of the United Nations Commission on International Trade Law (UNCITRAL) towards the harmonization and unification of international sales law, which also resulted in the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (hereinafter referred to as the "United Nations Sales Convention"). During that work it was observed that, while most legal systems limited or prescribed a claim from being asserted after the lapse of a specified period of time, numerous disparities existed among legal systems with respect to the conceptual basis for doing so. As a result there were disparities in the length of the period and in the rules governing the limitation or prescription of claims after that period. Those disparities created difficulties in the enforcement of claims arising from international sales transactions, and thus burdened international trade.
 
3. In view of those problems UNCITRAL decided to prepare uniform international legal rules on the limitation period in the international sale of goods. On the basis of a draft Convention prepared by UNCITRAL, a diplomatic conference convened in New York by the General Assembly adopted the Limitation Convention on 14 June 1974. The Limitation Convention was amended by a Protocol adopted in 1980 by the diplomatic conference that adopted the United Nations Sales Convention, in order to harmonize the Limitation Convention with the latter Convention.
 
4. The Limitation Convention entered into force on 1 August 1988. As of 31 January 1990, 11 States had ratified or acceded the Convention. Czechoslovakia, Dominican Republic, Ghana, Norway and Yugoslavia are parties to the unamended Convention. Argentina, Egypt, German Democratic Republic, Hungary, Mexico and Zambia are parties to the Convention as amended by the 1980 Protocol.
A. SCOPE OF APPLICATION
 
5. The Convention applies to contracts for the sale of goods between parties whose places of business are in different States if both of those States are Contracting States. Under the 1980 Protocol the Convention also applies if the rules of private international law make the law of a Contracting State applicable to the contract. However, in becoming a party to the Protocol a State may declare that it will not be bound by that provision. Each Contracting State must apply the Convention to contracts concluded on or after the date of the entry into force of the Convention.
 
6. The application of the Convention is excluded in certain situations. Firstly, the Convention will not apply if the parties to a sales contract expressly exclude its application. This provision gives effect to the basic principle of freedom of contract in the international sale of goods. Secondly, the Convention will not apply in certain cases where matters covered by the Convention are governed by other Conventions. Thirdly, Contracting States are permitted to deposit declarations or reservations excluding the application of the Convention in the following situations: two or more Contracting States may exclude the application of the Convention to contracts between parties having their places of business in those States when the States apply to those contracts the same or closely related legal rules. So far, one State has availed itself of that declaration. In addition, a State may exclude the application of the Convention to actions for annulment of the contract. No State has thus far availed itself of such a declaration.
 
7. Since the Convention applies only in respect of international sales contracts, it clarifies whether
contracts involving certain services are covered. A contract for the supply of goods to be manufactured or produced is considered to be a sales contract unless the party who orders the goods undertakes to supply a substantial part of the materials necessary for their manufacture or production. Furthermore, when the preponderant part of the obligations of the party who furnishes the goods consists in the supply of labor or other services, the Convention does not apply.
 
8. The Convention contains a list of types of sales that are excluded from the Convention, either because of the purpose of the sale (goods bought for personal, family or household use (under the 1980 Protocol sales of those goods are covered by the Convention if the seller could not have known that they were bought for such use)), the nature of the sale (sales by auction, on execution or otherwise by law) or the nature of the goods (stocks, shares, investment securities, negotiable instruments, money, ships, vessels, aircraft or electricity (the 1980 Protocol adds hovercraft)).
 
9. The Convention makes it clear that it applies only to the usual type of commercial claims based on contract. It specifically excludes claims based on death or personal injury; nuclear damage; a lien, mortgage or other security interest; a judicial judgment or award; a document on which direct
enforcement or execution can be obtained; and a bill of exchange, cheque or promissory note. The
limitation periods for those claims are generally subject to particular rules and it would not necessarily be appropriate to apply in respect of those claims the rules applicable to ordinary commercial contractual claims.
B. DURATION AND COMMENCEMENT OF LIMITATION PERIOD
 
10. The duration of the limitation period under the Convention is four years. The period cannot be
modified by agreement of the parties, but it can be extended by a written declaration of the debtor during the running of the period. Also, the contract of sale may stipulate a shorter period for the commencement of arbitral proceedings, if the stipulation is valid under the law applicable to the contract. Rules are provided as to how the period should be calculated.
 
11. A limitation period of four years' duration was thought to accomplish the aims of the limitation
period and yet to provide an adequate period of time to enable a party to an international sales contract to assert his claim against the other party. Circumstances where an extension or recommencement of the limitation period would be justified are dealt with in particular provisions of the Convention.
 
12. With respect to the time when the limitation period commences to run, basic rule is that it commences on the date on which the claim accrues. The Convention establishes when claims for breach of contract, for defects in the goods or other lack of conformity and for fraud are deemed to accrue. Special rules are provided for the commencement of the limitation period in two particular cases: where the seller has given the buyer an express undertaking (such as a warranty or guarantee) relating to the goods which is stated to have effect for a certain period of time, and where a party terminates the contract before the time for performance is due. Rules are also provided in respect of claims arising from the breach of an instalment contract and claims based on circumstances giving rise to a termination of such a contract.
C. CESSATION AND EXTENSION OF LIMITATION PERIOD
 
13. Having established the time of commencement and the length of the limitation period, the
Convention sets forth rules concerning the cessation of the period. The period ceases to run when the claimant commences judicial or arbitral proceedings against the debtor, or when he asserts his claim in existing proceedings. A counterclaim is deemed to have been asserted on the same date as the date when the proceedings in which the counterclaim is asserted were commenced, if the counterclaim and the claim against which it is raised relate to the same contract or to several contracts concluded in the course of the same transaction.
 
14. Judicial or arbitral proceedings commenced by a claimant within the limitation period might terminate without a binding decision on the merits of the claim, for example, because the court or
arbitral tribunal lacks jurisdiction or because of a procedural defect. The creditor would normally be able to pursue his claim by commencing new proceedings. Thus, the Convention provides that if the original proceedings end without a binding decision on the merits the limitation period will be deemed to have continued to run. However, by the time the original proceedings have ended, the limitation period might have expired, or there might remain insufficient time for the claimant to commence new proceedings. To protect the claimant in those cases the Convention grants him an additional period of one year to commence new proceedings.
 
15. The Convention contains rules to resolve in a uniform manner questions concerning the running of the limitation period in two particular cases. Firstly, it provides that where legal proceedings have been commenced against one party to the sales contract, the limitation period ceases to run against a person jointly and severally liable with him if the claimant informs that person in writing within the limitation period that the proceedings have been commenced. Secondly, it provides that where proceedings have been commenced against a buyer by a party who purchased the goods from him, the limitation period ceases to run in respect of the buyer's recourse claim against the seller if the buyer informs the seller in writing within the limitation period that the proceedings against the buyer have been commenced. Where the proceedings in either of those two cases have ended, the limitation period in respect of the claim against the jointly and severally liable person or against the seller will be deemed to have continued to run without interruption, but there will be an additional year to commence new proceedings if at that
time the limitation period has expired or has less than a year to run.
 
16. One effect of the provision mentioned above relating to the buyer is to enable him to await the
outcome of the claim against him before commencing an action against his seller. This enables the buyer to avoid the trouble and expense of instituting proceedings against the seller and the disruption of their good business relationship if it turns out that the claim against the buyer was not successful.
 
17. Under the Convention the limitation period recommences in two cases: if the creditor performs in the debtor's State an act that, under the law of that State, has the effect of recommencing a limitation period, or if the debtor acknowledges in writing his obligation to the creditor or pays interest or partially performs the obligation from which his acknowledgement can be inferred.
 
18. The Convention protects a creditor who was prevented from taking the necessary acts to stop the running of the limitation period in extreme cases. It provides that when the creditor could not take those acts as a result of a circumstance beyond his control and which he could neither avoid nor overcome, the limitation period will be extended so as to expire one year after the date when the circumstance ceased to exist.
D. OVERALL LIMIT OF LIMITATION PERIOD
 
19. Since the limitation period may, under the circumstances noted above, be extended or recommence, the Convention establishes an overall time period of 10 years, from the date on which the limitation period originally commenced to run, beyond which no legal proceedings to assert the claim may be commenced under any circumstances. The theory behind that provision is that enabling proceedings to be brought after that time would be inconsistent with the aims of the Convention in providing a definite limitation period.
E. CONSEQUENCES OF EXPIRATION OF LIMITATION PERIOD
 
20. The principal consequence of the expiration of the limitation period is that no claim will be
recognized or enforced in legal proceedings commenced thereafter. The expiration of the limitation period will not be taken into consideration in legal proceedings unless it is invoked by a party to the proceedings. However, in light of views expressed at the diplomatic conference that adopted the Convention that the limitation or prescription of actions was a matter of public policy and that a court should be able to take the expiration of the limitation period into account on its own initiative, a Contracting State is permitted to declare that it will not apply that provision. No State has thus far made such a declaration.
 
21. Even after the limitation period has expired a party can in certain situations raise his claim as a
defense to or set-off against a claim asserted by the other party.
F. OTHER PROVISIONS AND FINAL CLAUSES
 
22. Other provisions of the Convention deal with implementation of the Convention in States having two or more territorial units where different legal systems exist. A series of provisions deals with declarations and reservations permitted under the Convention and with procedures for making and withdrawing them. The permitted declarations and reservations have been mentioned above; no others may be made under the Convention.
 
23. The final clauses contain the usual provisions relating to the Secretary-General of the United Nations as depositary of the Convention. The Convention is subject to ratification by States that signed the Convention by 31 December 1975 and for accession by States that did not do so. The Chinese, English, French, Russian and Spanish texts of the Convention are equally authentic.
 
24. The Secretary-General of the United Nations is also the depositary of the 1980 Protocol amending the Convention, which is open for accession by all States. Since the Protocol has already received the necessary number of accessions, the Convention as amended by the Protocol will enter into force on the same date as the unamended Convention, i.e. on 1 August 1988.
 
25. A State that ratifies or accedes to the Convention after the Convention and Protocol come into force will become a party to the Convention as amended by the Protocol if it notifies the depositary accordingly. The Convention as amended will enter into force for that State on the first day of the month following the expiration of 6 months after the date of deposit of its instrument of ratification or accession. Accession to the Protocol by a State that is not a Contracting Party to the Convention constitutes accession to the Convention as amended by the Protocol. Further information can be obtained from:
 
UNCITRAL Secretariat
P.O. Box 500
Vienna International Centre
A-1400 Vienna
Austria
 
 
Telephone: (43)(1) 26060-4060
Telefax: (43)(1) 26060-5813
e-mail: uncitral@uncitral.org
 
NOTES
1 Text as amended in accordance with article I of the 1980/Protocol. States that make a declaration under article 36/bis (article XII of the 1980 Protocol) will be bound by article 3 as originally adopted in the Limitation Convention, 1974. Article/3 as originally adopted reads as follows: "Article 3
 
1. This Convention shall apply only if, at the time of the conclusion of the contract, the places of business of the parties to a contract of international sale of goods are in Contracting States.
 
2. Unless this Convention provides otherwise, it shall apply irrespective of the law which would
otherwise be applicable by virtue of the rules of private international law.
 
3. This Convention shall not apply when the parties have expressly excluded its application."
 
2 Text of paragraphs (a) and (e) as amended in accordance with article II of the 1980 Protocol. Paragraphs (a)
and (e) of article 4 as originally adopted in the Limitation Convention, 1974, prior to its amendment under the
1980 Protocol, read as follows:
(a) of goods bought for personal, family or household use;
(e) of ships, vessels, or aircraft;
 
3 New Paragraph 4, added in accordance with article III of the 1980 Protocol.
 
4 Text as amended in accordance with article IV of the 1980 Protocol. Article 34 as originally adopted in the Limitation Convention, 1974, prior to its amendment under the 1980 Protocol, read as follows: "Article 34 Two or more Contracting States may at any time declare that contracts of sale between a seller having a place of business in one of these States and a buyer having a place of business in another of these States shall not be governed by this Convention, because they apply to the matters governed by this Convention the same or closely related legal rules."
 
5 Such a State will then be bound by article 3 of the unamended Convention. For its text, see footnote under article 3.
 
6 Text as amended in accordance with article V of the Protocol. Article 37 as originally adopted in the Limitation Convention, 1974, prior to its amendment under the 1980 Protocol, read as follows:
"Article 37 This Convention shall not prevail over conventions already entered into or which may be entered into, and which contain provisions concerning the matters governed by this Convention, provided that the seller and buyer have their places of business in States parties to such a convention."
 
7 Last sentence of paragraph 1 of article 40 (between asterisks) added in accordance with article VI of the 1980 Protocol.
 
8 Refers to the 1974 Limitation Convention
 
9 Paragraphs (1) and (2) of article XIII of the Protocol read as follows:
"(1) A Contracting State may denounce this Protocol by notifying the depositary to that effect.
(2) The denunciation shall take effect on the first day of the month following the expiration of
twelve months after receipt of the notification by the depositary."
 
10 This note has been prepared by the secretariat of the United Nations Commission on International Trade Law for informational purposes; it is not an official commentary on the Convention. A commentary on the unamended Convention prepared at the request of the United Nations Conference on Prescription (Limitation) in the International Sale of Goods appears in A/CONF.63/17 (reprinted in Yearbook of The United Nations Commission on International Trade Law, vol. X:1979 (United Nations Publication, Sales No. E.81.V.2), part three, chap. I and in UNCITRAL: The United Nations Commission on International Trade Law (United Nations
Publication, Sales No. E.86.V.8), Annex II.B).