Originally from:
Remedies for International Sellers of Goods - 2nd Edition - Looseleaf
Remedies for International Sellers of Goods - 2nd Edition - Electronic
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Introduction
International sales agreements in Spain are governed by the United Nations
Convention on Contracts for the International Sale of Goods of 1980 (the
'Vienna Convention'), which came into force on 1 August 1991. By ratifying the
Convention, the set of rules contained therein became applicable to a sales
agreement in Spain, provided that the agreement contains a foreign component.
Domestic laws remain applicable to sales agreements with only domestic
factors.
To establish when there is a foreign element in an agreement, reference must be
made to the first article of the Convention, which establishes its sphere of
application. In this regard, the Convention will be applicable when the parties
have their places of business in different contracting states or when the rules of
international private law chosen by the parties or that result from the contract
lead to the application of the law of a contracting state other than that of the
parties.
Interpretation of Sales Contract
Express Terms
Since the Convention does not stipulate how a sales agreement is to be
interpreted, the focus here is on how it must be interpreted1 when the applicable
law is Spanish law. Contractual interpretation under Spanish law is governed by
three main principles, ie, investigation into the real intention of the parties at the
time of formation and conclusion of the contract; the principle of good faith
(bona fides), which presumes that both parties act towards each other
responsibly, loyally, and with mutual trust and from which it is inferred that, if
there is any lack of clarity in a clause, it should not be interpreted to the benefit
of the party who created it; and, finally, the principle of favor contracti, ie, the
interpreter will always try to find the interpretation which is most suitable to
maintain the validity and enforceability of the contract.
Spain
Interpretation of Sales Contract
Risk of Loss
Warranties
Remedies
Letters of Credit
International Aspects
Belén Arribas Sánchez, mmmm Abogados, Barcelona, Spain
