THALEX INSIGHTS

INTERNATIONAL TRADE

Good faith in the interpretation and application of the CISG

Article 7 places good faith within the Convention’s interpretive framework. For contracts, the practical value lies in turning conduct, documents and expectations into workable mechanisms.

THE CENTRAL QUESTION

Does good faith under the CISG operate as a freestanding duty governing every act of the parties, or primarily as a principle for interpreting the Convention?

01

Article 7 is the starting point

Article 7(1) requires regard to the Convention’s international character, uniform application and the observance of good faith in international trade. Its wording places good faith within the interpretation of the CISG rather than automatically converting every ethical expectation into an independent contractual duty.

Article 7(2) directs that matters governed but not expressly settled by the CISG be resolved according to its underlying general principles, and only then by the law identified through private international law.

02

A contract should turn expectations into mechanisms

Good-faith arguments often surface where the agreement lacks measurable duties to inspect, notify, cooperate or cure. The contract should state who supplies what information, when, through which channel, what evidence is accepted and what follows from non-cooperation.

Post-signing conduct may become important evidence. Order confirmations, inspection records, defect notices and reservations of rights should be consistent with the written arrangement.

03

Good faith should not replace legal structure

Good faith is not a substitute for determining the CISG’s scope, notice periods, remedies or the burden of proof. Analysis should distinguish the Convention’s text, international interpretive materials and any supplementary law or party agreement.

Practical takeaways

  1. 01

    Check whether the CISG applies automatically or has been effectively excluded.

  2. 02

    Translate cooperation, inspection and notice duties into measurable clauses.

  3. 03

    Manage post-signing conduct and records as part of contract strategy.

Primary reference materials

UNCITRAL — United Nations Convention on Contracts for the International Sale of GoodsUNCITRAL Digest of Case Law on the CISG (2016)

External links lead to materials issued by the relevant body. THALEX LAW prepared the analysis in original language.

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