Worldwide: International Sale Of Goods: Are You Applying The Correct Law?

A Quebec company sells goods to a buyer in the U.S. The contract stipulates that Quebec law applies. A dispute arises between the parties, after the buyer complains about the poor quality of the delivered goods and refuses to pay the agreed-upon price, whereupon the seller sues. 

What legislative provisions apply to the dispute? At first blush, the answer would appear to be articles 1726 and following of the Civil Code of Québec (the "Civil Code") dealing with the warranty of quality that the seller owes the buyer. 

That, however, would probably be the wrong answer. For if the sale of goods is international, regard must be had for the United Nations Convention on Contracts for the International Sale of Goods (the "Convention") which is legally binding and has force of law in Canada, including Québec1

In principle, the Convention – which has been ratified by most industrialized countries (the most notable exception being the U.K.) – governs the international sale of goods between parties whose respective places of business are in different States, where those States are Contracting States. Thus, in our example above, as both Canada and the U.S. have ratified the Convention, the provisions of the Convention, rather than those of the Civil Code, would in principle govern the resolution of the dispute (Article 1 (1) (a) of the Convention). 

The provisions of the Convention can even apply where one of the parties to the sale has its place of business in a non-contracting State, provided that  the applicable rules of private international law lead to the application of the law of a Contracting State. Thus, in our example, had the sale been to a buyer in the U.K., the provisions of the Convention would still apply, because pursuant to the governing-law clause in the contract, Quebec's private international law rules would have led to the application of the law of Quebec (Article 3111 of the Civil Code), a jurisdiction where the Convention is in force (Article 1 (1) (b) of the Convention). 

The range of transactions covered by the Convention is very broad. It applies to all international sales of goods save for a few limited exceptions, including goods purchased for personal or household use, at auction or at a judicial sale. Also exempt are sales of securities, negotiable instruments or money, ships, other vessels and aircrafts (Article 2 of the Convention). 

In terms of content, the Convention has over a hundred articles covering most aspects of a sale: formation of the contract (articles 14 to 24), obligations of the seller and the buyer (delivery, conformity of the goods, payment of the price) and remedies for breach (articles 25 to 65) including rules regarding damages and resolution of the contract (articles 74 and following and articles 81 and following). The Convention also contains rules on the transfer of risks (articles 66 and following) and on the preservation of the goods when necessary, particularly in the event of litigation (articles 85 and following). 

The provisions of the Convention are not mandatory, however, and the parties to the contract can therefore exclude its application, or derogate from or vary its provisions (Article 6 of the Convention). Businesses that often engage in international sales (whether as seller or buyer) should therefore take the time to examine the provisions of the Convention in order to determine if it is in their interest to have them apply to their transactions or whether their application should be excluded, in whole or in part.  

What is important to remember is that the Convention potentially applies to a very large number of sales whereby Quebec businesses sell or purchase goods of all kinds to or from foreign counterparties. When one thinks of the practical importance of the contract of sale and the fact that most commercial exchanges of Quebec businesses involve countries that are party to the Convention (the U.S., Mexico, France, etc.), it is obvious that businesses need to develop the reflex of determining whether the Convention should apply to the international transaction at hand. Such a reflex will be useful both upstream, when negotiating the terms and conditions of the transaction (should the Convention's provisions apply, in whole or in part?) and downstream, from a potential litigation perspective, in determining what law should apply to decide or settle any dispute. 

To put it briefly, parties to international sales must understand what legal provisions will apply to their contract and that they will not necessarily be those of the Civil Codeor of a foreign law. Buyers and sellers will thereby avoid situations like that experienced by the parties to an appeal, each of whom based its argument on the provisions of the Civil Code, not realizing that the applicable provisions were in fact those of the Convention, as the Court of Appeal gently reminded them in its reasons for judgment2.


An Act Respecting the United Nations Convention on Contracts for the International Sale of Goods, CQLR, c. C-67.01
Mazetta Company llc v. Dégust-mer Inc, 2011 QCCA 717

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.