Excluding the CISG in General Terms and Conditions

Published on 3 April 2026 · Last updated 26 October 2026

To exclude the CISG through general terms and conditions, the clause should name the Convention expressly and the general terms must actually become part of the contract. As a rule, a choice of Dutch law alone does not exclude the CISG, because the Convention is part of Dutch law for international sales of goods (Articles 1 and 6 CISG).

This page is for foreign sellers and buyers of goods that trade with a Dutch company and want to decide whether the United Nations Convention on Contracts for the International Sale of Goods (CISG, also called the Vienna Sales Convention) should apply, and how to word and incorporate an exclusion. What the Convention itself contains is explained on our page on the UN Convention on Contracts for the International Sale of Goods (CISG).

When does the CISG apply to a sale with a Dutch company?

The CISG applies to sales of goods between parties whose places of business are in different contracting states (Article 1(1)(a)), or when the conflict rules lead to the law of a contracting state (Article 1(1)(b)). The Convention has been in force for the Netherlands since 1 January 1992.

According to the UNCITRAL status list, 97 states are party to the Convention, including Germany, Belgium, France and the United States. The United Kingdom and Ireland are not. For a sale between a Dutch company and a UK company, the CISG can still apply through Article 1(1)(b), for example where the contract is governed by Dutch law. The United States declared that it is not bound by Article 1(1)(b), but a US–Dutch sale falls under Article 1(1)(a) anyway, because both states are parties.

The Convention does not cover goods bought for personal, family or household use, unless the seller did not know and ought not to have known that purpose, nor, among other things, sales by auction, execution sales, ships, aircraft, securities, money or electricity (Article 2). Contracts in which the main obligation of the supplier is to provide labour or other services are also outside it (Article 3(2)).

Why do businesses exclude the CISG?

Mostly because they want one familiar set of rules. The CISG differs from the Dutch Civil Code on several points that matter in a dispute about defective goods, such as the buyer’s duties to examine and notify and the threshold for avoiding the contract.

The buyer must examine the goods within as short a period as is practicable in the circumstances (Article 38) and loses the right to rely on a lack of conformity if it does not notify the seller within a reasonable time, specifying the nature of the problem, and in any event within two years after the goods were handed over, unless this conflicts with a contractual guarantee period (Article 39).
Avoidance of the contract requires a fundamental breach, or a failure to perform within an additional period in specific cases (Article 25, Article 49 and Article 64).
Damages are limited to the loss the breaching party foresaw or ought to have foreseen at the conclusion of the contract (Article 74).

There are also reasons to keep the CISG. It is available in English, it is familiar to many foreign buyers, and it can be a neutral compromise when neither party accepts the other’s national law. The choice is commercial as much as legal.

How do you exclude the CISG in your general terms and conditions?

Name the Convention expressly and say which law applies instead, for example: “This contract is governed by Dutch law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).” The parties may exclude the Convention or derogate from it (Article 6 CISG).

The difficulty is not the wording but the incorporation. Whether the other party consented to your general terms, including the clauses in them, is decided under the CISG itself and not under national law. The Dutch Supreme Court (Hoge Raad) held this in a case about liability clauses in general terms (HR 28 January 2005, ECLI:NL:HR:2005:AR4837, para. 3.3.2, applying Article 7(2) CISG). So the Convention decides whether the clause that excludes it is part of the contract.

Under the CISG, a contract is concluded by an offer and an acceptance (Articles 14 and 18). Statements are interpreted as a reasonable person of the same kind as the other party would have understood them in the same circumstances (Article 8(2)). In practice, a reference to general terms that the other party never received, or could not read, carries a real risk of having no effect. That leads to three practical rules:

Refer to your general terms in the offer or order itself, not only in a later invoice or delivery note.
Send the terms with the offer, or make sure the other party actually has them, and keep proof.
Use a language the other party understands, usually the language of the negotiations or of the contract. The use of English terms is discussed on our page on English terms and conditions under Dutch law.

Does a choice of Dutch law exclude the CISG?

Not in itself. The CISG is part of Dutch law for international sales of goods, so a clause that only says “Dutch law applies” is as a rule read as a choice for Dutch law including the CISG.

If you want the Dutch Civil Code to govern the sale, say so expressly and exclude the CISG by name. The same applies to the law of any other contracting state, such as German law. More on choosing Dutch law in a cross-border contract can be found on our page on choice of Dutch law in international contracts.

What happens to the exclusion if both parties use their own general terms?

Then the battle of forms decides which terms apply, and under the CISG that is not settled by the text of the Convention. A reply with different terms on liability or the settlement of disputes is a rejection and a counter-offer (Article 19(1) and (3)).

Additions or differences that do not materially alter the offer still result in a contract on the modified terms, unless the offeror objects without undue delay (Article 19(2)). Whether, after an exchange of conflicting forms, the last set of terms applies because the other party performed, or only the terms both sides share, is debated. Our page on the battle of forms under the Vienna Sales Convention sets out both approaches. Under the Dutch Civil Code, the first reference prevails unless the second expressly rejects it (Article 6:225(3)).

The safe course is not to depend on that debate. Put the exclusion of the CISG in the part of the contract that both parties sign or confirm: the framework agreement, the order confirmation that the buyer countersigns, or the quotation the buyer accepts.

Can you exclude only part of the CISG?

Yes. Article 6 CISG allows the parties to derogate from or vary the effect of any of its provisions, except Article 12 on form requirements in states that made a declaration. You can keep the Convention and change specific rules.

Examples are a longer period for examining and notifying defects than Articles 38 and 39 would give, a contractual guarantee period, or a different regime for damages. Such deviations should be stated clearly, so that it is obvious which rules of the Convention remain and which are replaced.

What happens if the exclusion is not effective?

Then the CISG governs the sale, subject to any other valid deviations agreed in the contract. For a buyer, the most important consequence is the duty to examine the goods quickly and to notify the seller of a defect within a reasonable time, specifying its nature (Articles 38 and 39 CISG).

Other clauses in your general terms do not automatically fall away. The CISG does not deal with the validity of contract clauses (Article 4(a)), so a liability clause or retention of title clause is still tested under the national law that governs the contract, provided the general terms became part of the contract under the CISG. How notices of defects work in practice is explained on our page on notice of non-conformity under the CISG, and liability clauses on our page on excluding liability in general terms and conditions under Dutch law.

What should your sales terms with a Dutch counterparty contain?

At least a clear choice of law with an express decision on the CISG, a forum or arbitration clause, and rules on examination, notice of defects and liability that fit the chosen regime.

Check whether your counterparty is established in a contracting state and whether your product falls within the Convention (Articles 1-3 CISG).
Decide whether you want the CISG. If not, exclude it by name and choose the law that applies instead.
Put the choice of law and the exclusion in the document the other party signs or confirms, and refer to your general terms there.
Send the general terms with the offer, in a language the other party understands.
Align the clauses on defects with the regime you chose. Under the Dutch Civil Code, the buyer must notify the seller within a reasonable time after it discovered or reasonably should have discovered the defect (Article 7:23(1)); under the CISG, Articles 38 and 39 apply.
Check whether your Dutch counterparty also uses general terms, and respond expressly if you do not accept them.

Do you want certainty that your exclusion of the CISG and the rest of your terms will work in sales to or from the Netherlands? A Dutch lawyer can review your general terms and conditions and the way you send them.

Frequently asked questions about excluding the CISG

Is the Netherlands a contracting state of the CISG?

Yes. The CISG entered into force for the Netherlands on 1 January 1992. A sale of goods between a Dutch business and a business in another contracting state is therefore governed by the CISG, if the sale falls within its scope (Articles 2 and 3) and unless the parties exclude it (Articles 1(1)(a) and 6 CISG).

Does choosing Dutch law in general terms exclude the CISG?

As a rule, no. The CISG is part of Dutch law for international sales of goods. To apply only the Dutch Civil Code, the clause should exclude the CISG expressly, for example “Dutch law applies, excluding the CISG”.

Can the CISG be excluded in general terms and conditions?

Yes, Article 6 CISG allows exclusion, also in general terms. The general terms must however become part of the contract, and that question is decided under the CISG itself (HR 28 January 2005, ECLI:NL:HR:2005:AR4837). An exclusion in the signed main contract is safer.

Does the CISG apply to a sale between a Dutch and a UK company?

Not on the basis of Article 1(1)(a), because the United Kingdom is not a party. It can apply through Article 1(1)(b) if the conflict rules lead to the law of a contracting state, for example Dutch law. Exclude it expressly if you do not want it.

What wording excludes the CISG?

A clause such as “This contract is governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.” Name the Convention, and state which law applies instead.

Primary sources

Dutch statutes are only officially available in Dutch, on wetten.overheid.nl, which also publishes the Dutch text of the CISG. Judgments can be found on rechtspraak.nl by their ECLI number.