Our last blog post talked generally about the United Nations Convention on Contracts for the International Sale of Goods (CISG). The United States is a party to the CISG, as are most of our country’s major trading partners.
Because the CISG is a treaty, it is part of the federal law of the United States and preempts state laws (including the Uniform Commercial Code (UCC) as adopted by the various US states). If the parties to a purchase or sales contract have places of business in different countries which are parties to the CISG, the CISG generally applies to that contract, even if it is not mentioned. For example, if a Georgia buyer of industrial parts from a supplier in China has a contract with the supplier specifying that Georgia law will govern the contract, the CISG would apply to that contract and supersede the Georgia version of the UCC.
Despite its general applicability to international contracts, the CISG includes an article which allows international buyers and sellers to avoid it. The parties simply have to disclaim its application (in whole or in part). Wording like this should suffice: “The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.” (NOTE: If a buyer or seller disclaims the CISG, please make sure still to specify a governing law!).
Instead of disclaiming the CISG, savvy buyers or sellers may want to make affirmative use of it in international contracts. For example, if a California seller of golf equipment and a German buyer of that equipment can’t agree on a governing law of California or Germany, they could elect to rely on the CISG as the basis for their contract. A US seller who does business around the world may find it easier to get to know the CISG, rather than worry about agreeing to the various local laws of other countries.
In upcoming posts about the CISG, we’ll talk about ways in which its provisions differ from the UCC. Stay tuned!

Most businesses in the United States are familiar with the Uniform Commercial Code (UCC). The UCC is a model law that has been adopted in some form in all fifty states. Article 2 of the UCC deals with the purchase and sale of goods within any state and between buyers and sellers located in different states. Although there are minor state-to-state differences, the UCC provides a high level of comfort and familiarity to purchasers and sellers in the US.

When buyers and sellers are located in different countries, however, they are frequently surprised to discover that there is another law that governs their transactions – the United Nations Convention on Contracts for the International Sale of Goods (CISG). The CISG is an international treaty to which almost 90 countries around the world are parties, including the US, almost all of Western Europe and Eastern Europe, China and Japan. The most significant countries that are not parties to the CISG include the United Kingdom, India, Hong Kong, Taiwan and South Africa.

This post will be the start of a series of posts about the CISG and how it affects international product sales transactions. Please check back from time to time to see the updates!

The trademark system in the United States is based on the principle of “priority of use.” In most other countries,  the trademark system is based on “first to file.” This difference can cause problems for both US companies operating abroad, and international companies operating in the US.

For a current example, we can look at the challenge facing renowned electric car maker Tesla Motors. Tesla Motors, based in the US, is facing a situation in China where a totally unrelated person has filed and registered a trademark there for “Tesla” and is suing the real Tesla Motors for trademark infringement. Here is a good summary from the Wall Street Journal:  http://blogs.wsj.com/moneybeat/2014/07/10/trademark-headaches-for-tesla-in-china/

Trademark rights are territorial — a registration in one country does not grant trademark rights in another country. Companies operating internationally are advised to look at the countries where they operate to consider filing trademark applications. Candidate countries might include places where they sell products or services, manufacture products or parts, have research and development facilities, have goods pass through during shipping or have as a possible business expansion target.

The Georgia Secretary of State has extended the 2014 annual registration period until May 31, 2014.

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