Exclusion from the Vienna Sales Convention is a contractual choice under Article 6 of the CISG to declare the convention inapplicable. In our practice, we observe that many Dutch lawyers exclude it by default. Often wise — sometimes not. The CISG offers an internationally accepted framework that is actually beneficial in certain situations. Particularly for exporters with changing trading partners in contracting states, retaining CISG can be efficient.
What is the legal problem?
CISG exclusion is a strategic choice with practical consequences. Exclusion sometimes seems simpler because the Dutch Civil Code offers a familiar framework. At the same time, this eliminates a uniform international regime. Not excluding can offer advantages, but requires knowledge of the convention. The choice depends on your role as buyer or seller, the type of product, and the markets in which you operate.
What does the law say?
Article 6 of the CISG leaves parties free to exclude or amend the convention in whole or in part. Explicit exclusion requires a clear clause: "Dutch law applies, to the exclusion of the Vienna Sales Convention (CISG)". A general choice of Dutch law is not sufficient, because the CISG forms part of Dutch law (Article 93 of the Constitution).
Some provisions — such as complaint procedures and remedies — can also be adjusted contractually without complete exclusion. Under Article 6 of the CISG, parties can replace specific articles with their own agreements. Regarding complaint periods, Article 7:23 of the Dutch Civil Code applies (within a reasonable time); under CISG Section 39 (within a reasonable time, max. two years).
What risks do companies face?
With exclusion, you fall back on national law, which differs from country to country. For exporters to many countries, this means a different set of rules every time. By retaining CISG, you benefit from a uniform international regime, but you must be familiar with CISG-specific time limits and remedies. An ill-considered choice leads to disappointing outcomes in disputes, particularly regarding complaints and liability.
Practical example from our practice
We advised a Dutch machine manufacturer exporting to 30 countries. With CISG exclusion, he had to manage 30 different national regimes. With CISG retention, a uniform set of rules applies to 25 of the 30 (CISG Contracting States). We advised retention, with adjusted complaint periods and specific limitation of liability under Section 6 CISG (exclusion of parts). Result: predictability, lower legal administration costs, and a stronger position in the event of complaints.
What can you do?
Assess per market and role whether CISG offers advantages or disadvantages. Apply exclusion where national law positions you more strongly. Combine with adjustment of complaint periods, ceilings, and burden of proof under Section 6 CISG. Document choice in both choice of law and general terms and conditions. Tailor to your type of product and commercial cycle. See also our article on International Sales Contracts and the Vienna Sales Convention.