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Convention on Agency in the International Sale of Goods
(Geneva, 17 February 1983)(*)

THE STATES PARTIES TO THIS CONVENTION,
DESIRING to establish common provisions concerning agency in the international sale of goods,
BEARING IN MIND the objectives of the United Nations Convention on Contracts for the International Sale of Goods,
CONSIDERING that the development of international trade on thebasis of equality and mutual benefit is an important element in promoting friendly relations among States, bearing in mind the New International Economic Order,
BEING OF THE OPINION that the adoption of uniform rules which govern agency in the international sale of goods and take into account the different social, economic and legal systems would contribute to the removal of legal barriers ininternational trade and promote the development of international trade,
HAVE AGREED as follows:

CHAPTER I - SPHERE OF APPLICATION AND GENERAL PROVISIONS

Article 1
(1) This Convention applies where one person, the agent, has authority or purports to have authority on behalf of another person, the principal, to conclude a contract of sale of goods with a third party.
(2) It governs not only theconclusion of such a contract by the agent but also any act undertaken by him for the purpose of concluding that contract or in relation to its performance.
(3) It is concerned only with relations between the principal or the agent on the one hand, and the third party on the other.
(4) It applies irrespective of whether the agent acts in his own name or in that of the principal.

Article 2
(1) ThisConvention applies only where the principal and the third party have their places of business in different States and:
(a) the agent has his place of business in a Contracting State, or
(b) the rules of private international law lead to the application of the law of a Contracting State.
(2) Where, at the time of contracting, the third party neither knew nor ought to have known that the agent was actingas an agent, the Convention only applies if the agent and the third party had their places of business in different States and if the requirements of paragraph 1 are satisfied.
(3) Neither the nationality of the parties nor the civil or commercial character of the parties or of the contract of sale is to be taken into consideration in determining the application of this Convention.

Article 3
(1)This Convention does not apply to:
(a) the agency of a dealer on a stock, commodity or other exchange;
(b) the agency of an auctioneer;
(c) agency by operation of law in family law, in the law of matrimonial property, or in the law of succession;
(d) agency arising from statutory or judicial authorisation to act for a person without capacity to act;
(e) agency by virtue of a decision of ajudicial or quasi-judicial authority or subject to the direct control of such an authority.
(2) Nothing in this Convention affects any rule of law for the protection of consumers.

Article 4
For the purposes of this Convention:
(a) an organ, officer or partner of a corporation, association, partnership or other entity, whether or not possessing legal personality, shall not be regarded as the agent ofthat entity in so far as, in the exercise of his functions as such, he acts by virtue of an authority conferred by law or by the constitutive documents of that entity;
(b) a trustee shall not be regarded as an agent of the trust, of the person who has created the trust, or of the beneficiaries.

Article 5
The principal, or an agent acting in accordance with the express or implied instructions of theprincipal, may agree with the third party to exclude the application of this Convention or, subject to Article 11, to derogate from or vary the effect of any of its provisions.

Article 6
(1) In the interpretation of this Convention, regard is to be had to its international character and to the need to promote uniformity in its application and the observance of good faith in international...