loadingconclusion of the contract or to have avoided or overcome it or its consequences.
(2) If the party's failure is due to the failure by a third person whom he has engaged to perform the whole or a part of the contract, that party is exempt from liability only if:
(a) he is exempt under the preceding paragraph; and
(b) the person whom he has so engaged would be so exempt if the provisions of that paragraph were applied to him. (3) The exemption provided by this article has effect for the period during which the impediment exists.
(4) The party who fails to perform must give notice to the other party of the impediment and its effect on his ability to perform. If the notice is not received by the other party within a reasonable time after the party who fails to perform knew or ought to have known of the impediment, he is liable for damages resulting from such non-receipt.
(5) Nothing in this article prevents either party from exercising any right other than to claim damages under this Convention.
第八十条
一方当事人因其行为或不行为而使得另一方当事人不履行义务时，不得声称该另一方当事人不履行义务。 Article 80
A party may not rely on a failure of the other party to perform, to the extent that such failure was caused by the first party's act or omission.
第五节 宣告合同无效的效果 Section V-Effects of avoidance
第八十一条
（1）宣告合同无效解除了双方在合同中的义务，但应负责的任何损害赔偿仍应负责。宣告合同无效不影响合同关于解决争端的任何规定，也不影响合同中关于双方在宣告合同无效后权利和义务的任何其它规定。
（2）已全部或局部履行合同的一方，可以要求另一方归还他按照合同供应的货物或支付的价款，如果双方都须归还，他们必须同时这样做。 Article 81
(1) Avoidance of the contract releases both parties from their obligations under it, subject to any damages which may be due. Avoidance does not affect any provision of the contract for the settlement of disputes or any other provision of the contract governing the rights and obligations of the parties consequent upon the avoidance of the contract.
(2) A party who has performed the contract either wholly or in part may claim restitution from the other party of whatever the first party has supplied or paid under the contract. If both parties are bound to make restitution, they must do so concurrently.
第八十二条
（1）买方如果不可能按实际收到货物的原状归还货物，他就丧失宣告合同无效或要求卖方交付替代货物的权利。 （2）上一款的规定不适用于以下情况：
（a）如果不可能归还货物或不可能按实际收到货物的原状归还货物，并非由于买方的行为或不行为所造成；或者 （b）如果货物或其中一部分的毁灭或变坏，是由于按照第三十八条规定进行检验所致；或者
（c）如果货物或其中一部分，在买方发现或理应发现与合同不符以前，已为买方在正常营业过程中售出，或在正常使用过程中消费或改变。 Article 82
(1) The buyer loses the right to declare the contract avoided or to require the seller to deliver substitute goods if it is impossible for him to make restitution of the goods substantially in the condition in which he received them.
(2) The preceding paragraph does not apply:
(a) if the impossibility of making restitution of the goods or of making restitution of the goods substantially in the condition in which the buyer received them is not due to his act or omission;
(b) if the goods or part of the goods have perished or deteriorated as a result of the examination provided for in article 38; or (c) if the goods or part of the goods have been sold in the normal course of business or have been consumed or transformed by the buyer in the course normal use before he discovered or ought to have discovered the lack of conformity.
第八十三条
买方虽然依第八十二条规定丧失宣告合同无效或要求卖方交付替代货物的权利，但是根据合同和本公约规定，他仍
保有采取一切其它补救办法的权利。 Article 83
A buyer who has lost the right to declare the contract avoided or to require the seller to deliver substitute goods in accordance with article 82 retains all other remedies under the contract and this Convention.
第八十四条
（1）如果卖方有义务归还价款，他必须同时从支付价款之日起支付价款利息。 （2）在以下情况下，买方必须向卖方说明他从货物或其中一部分得到的一切利益： （a）如果他必须归还货物或其中一部分；或者
（b）如果他不可能归还全部或一部分货物，或不可能按实际收到货物的原状归还全部或一部分货物，但他已宣告合同无效或已要求卖方支付替代货物。 Article 84
(1) If the seller is bound to refund the price, he must also pay interest on it, from the date on which the price was paid. (2) The buyer must account to the seller for all benefits which he has derived from the goods or part of them: (a) if he must make restitution of the goods or part of them; or
(b) if it is impossible for him to make restitution of all or part of the goods or to make restitution of all or part of the goods substantially in the condition in which he received them, but he has nevertheless declared the contract avoided or required the seller to deliver substitute goods.
第六节 保全货物
Section VI-Preservation of the goods
第八十五条
如果买方推迟收取货物，或在支付价款和交付货物应同时履行时，买方没有支付价款，而卖方仍拥有这些货物或仍能控制这些货物的处置权，卖方必须按情况采取合理措施，以保全货物。他有权保有这些货物，直至买方把他所付的合理费用偿还他为止。 Article 85
If the buyer is in delay in taking delivery of the goods or, where payment of the price and delivery of the goods are to be made concurrently, if he fails to pay the price, and the seller is either in possession of the goods or otherwise able to control their disposition, the seller must take such steps as are reasonable in the circumstances to preserve them. He is entitled to retain them until he has been reimbursed his reasonable expenses by the buyer.
第八十六条
（1）如果买方已收到货物，但打算行使合同或本公约规定的任何权利，把货物退回，他必须按情况采取合理措施，以保全货物。他有权保有这些货物，直至卖方把他所付的合理费用偿还给他为止。
（2）如果发运给买方的货物已到达目的地，并交给买方处置，而买方行使退货权利，则买方必须代表卖方收取货物，除非他这样做需要支付价款而且会使他遭受不合理的不便或需承担不合理的费用。如果卖方或受权代表他掌管货物的人也在目的地，则此一规定不适用。如果买方根据本款规定收取货物，他的权利和义务与上一款所规定的相同。 Article 86
(1) If the buyer has received the goods and intends to exercise any right under the contract or this Convention to reject them, he must take such steps to preserve them as are reasonable in the circumstances. He is entitled to retain them until he has been reimbursed his reasonable expenses by the seller.
(2) If goods dispatched to the buyer have been placed at his disposal at their destination and he exercises the right to reject them, he must take possession of them on behalf of the seller, provided that this can be done without payment of the price and without unreasonable inconvenience or unreasonable expense. This provision does not apply if the seller or a person authorized to take charge of the goods on his behalf is present at the destination. If the buyer takes possession of the goods under this paragraph, his rights and obligations are governed by the preceding paragraph.
第八十七条
有义务采取措施以保全货物的一方当事人，可以把货物寄放在第三方的仓库，由另一方当事人担负费用，但该项费用必须合理。 Article 87
A party who is bound to take steps to preserve the goods may deposit them in a warehouse of a third person at the expense of the other party provided that the expense incurred is not unreasonable.
第八十八条
（1）如果另一方当事人在收取货物或收回货物或支付价款或保全货物费用方面有不合理的迟延，按照第八十五条或第八十六条规定有义务保全货物的一方当事人，可以采取任何适当办法，把货物出售，但必须事前向另一方当事人发出合理的意向通知。
（2）如果货物易于迅速变坏，或者货物的保全牵涉到不合理的费用，则按照第八十五条或第八十六条规定有义务保全货物的一方当事人，必须采取合理措施，把货物出售，在可能的范围内，他必须把出售货物的打算通知另一方当事人。
（3）出售货物的一方当事人，有权从销售所得收入中扣回为保全货物和销售货物而付的合理费用。他必须向另一方当事人说明所余款项。 Article 88
(1) A party who is bound to preserve the goods in accordance with article 85 or 86 may sell them by any appropriate means if there has been an unreasonable delay by the other party in taking possession of the goods or in taking them back or in paying the price or the cost of preservation, provided that reasonable notice of the intention to sell has been given to the other party.
(2) If the goods are subject to rapid deterioration or their preservation would involve unreasonable expense, a party who is bound to preserve the goods in accordance with article 85 or 86 must take reasonable measures to sell them. To the extent possible he must give notice to the other party of his intention to sell.
(3) A party selling the goods has the right to retain out of the proceeds of sale an amount equal to the reasonable expenses of preserving the goods and of selling them. He must account to the other party for the balance.
第四部分 最后条款 PART IV-Final Provisions
第八十九条
兹指定联合国秘书长为本公约保管人。 Article 89
The Secretary-General of the United Nations is hereby designated as the depositary for this Convention. 第九十条
本公约不优于业已缔结或可以缔结并载有与属于本公约范围内事项有关的条款的任何国际协定，但以双方当事人的营业地均在这种协定的缔约国内为限。 Article 90
This Convention does not prevail over any international agreement which has already been or may be entered into and which contains provisions concerning the matters governed by this Convention, provided that the parties have their places of business in States parties to such agreement.
第九十一条
（1）本公约在联合国国际货物销售合同会议闭幕会议上开放签字，并在纽约联合国总部继续开放签字，直至1981年9月30日为止。
（2）本公约须经签字国批准、接受或核准。
（3）本公约从开放签字之日起开放给所有非签字国加入。
（4）批准书、接受书、核准书和加入书应送交联合国秘书长存放。 Article 91
(1) This Convention is open for signature at the concluding meeting of the United Nations Conference on Contracts for the International Sale of Goods and will remain open for signature by all States at the Headquarters of the United Nations, New York until 30 September 1981.
(2) This Convention is subject to ratification, acceptance or approval by the signatory States.
(3) This Convention is open for accession by all States which are not signatory States as from the date it is open for signature.
(4) Instruments of ratification, acceptance, approval and accession are to be deposited with the Secretary-General of the United Nations.
第九十二条
（1）缔约国可在签字、批准、接受、核准或加入时声明他不受本公约第二部分的约束或不受本公约第三部分的约束。
（2）按照上一款规定就本公约第二部分或第三部分做出声明的缔约国，在该声明适用的部分所规定事项上，不得视为本公约第一条第（1）款范围内的缔约国。 Article 92
(1) A Contracting State may declare at the time of signature, ratification, acceptance, approval or accession that it will not be bound by Part II of this Convention or that it will not be bound by Part III of this Convention.
(2) A Contracting State which makes a declaration in accordance with the preceding paragraph in respect of Part II or Part III of this Convention is not to be considered a Contracting State within paragraph (1) of article 1 of this Convention in respect of matters governed by the Part to which the declaration applies.
第九十三条
（1）如果缔约国具有两个或两个以上的领土单位，而依照该国宪法规定、各领土单位对本公约所规定的事项适用不同的法律制度，则该国得在签字、批准、接受、核准或加入时声明本公约适用于该国全部领土单位或仅适用于其中的一个或数个领土单位，并且可以随时提出另一声明来修改其所做的声明。 （2）此种声明应通知保管人，并且明确地说明适用本公约的领土单位。
（3）如果根据按本条做出的声明，本公约适用于缔约国的一个或数个但不是全部领土单位，而且一方当事人的营业地位于该缔约国内，则为本公约的目的，该营业地除非位于本公约适用的领土单位内，否则视为不在缔约国内。
（4）如果缔约国没有按照本条第（1）款做出声明，则本公约适用于该国所有领土单位。 Article 93
(1) If a Contracting State has two or more territorial units in which, according to its constitution, different systems of law are applicable in relation to the matters dealt with in this Convention, it may, at the time of signature, ratification, acceptance, approval or accession, declare that this Convention is to extend to all its territorial units or only to one or more of them, and may amend its declaration by submitting another declaration at any time.
(2) These declarations are to be notified to the depositary and are to state expressly the territorial units to which the Convention extends.
(3) If, by virtue of a declaration under this article, this Convention extends to one or more but not all of the territorial units of a Contracting State, and if the place of business of a party is located in that State, this place of business, for the purposes of this Convention, is considered not to be in a Contracting State, unless it is in a territorial unit to which the Convention extends.
(4) If a Contracting State makes no declaration under paragraph (1) of this article, the Convention is to extend to all territorial units of that State.
第九十四条
（1）对属于本公约范围的事项具有相同或非常近似的法律规则的两个或两个以上的缔约国，可随时声明本公约不适用于营业地在这些缔约国内的当事人之间的销售合同，也不适用于这些合同的订立。此种声明可联合做出，也可以相互单方面声明的方式做出。
（2）对属于本公约范围的事项具有与一个或一个以上非缔约国相同或非常近似的法律规则的缔约国，可随时声明本公约不适用于营业地在这些非缔约国内的当事人之间的销售合同，也不适用于这些合同的订立。
（3）作为根据上一款所做声明对象的国家如果后来成为缔约国，这项声明从本公约对该新缔约国生效之日起，具有根据第（1）款所做声明的效力，但以该新缔约国加入这项声明，或做出相互单方面声明为限。 Article 94
(1) Two or more Contracting States which have the same or closely related legal rules on matters governed by this Convention may at any time declare that the Convention is not to apply to contracts of sale or to their formation where the parties have their places of business in those States. Such declarations may be made jointly or by reciprocal unilateral declarations.
(2) A Contracting State which has the same or closely related legal rules on matters governed by this Convention as one or more non-Contracting States may at any time declare that the Convention is not to apply to contracts of sale or to their formation where the parties have their places of business in those States.
(3) If a State which is the object of a declaration under the preceding paragraph subsequently becomes a Contracting State, the declaration made will, as from the date on which the Convention enters into force in respect of the new Contracting State,
have the effect of a declaration made under paragraph (1), provided that the new Contracting State joins in such declaration or makes a reciprocal unilateral declaration.
第九十五条
任何国家在交存其批准书、接受书、核准书或加入书时，可声明它不受本公约第一条第（1）款（b）项的约束。 Article 95
Any State may declare at the time of the deposit of its instrument of ratification, acceptance, approval or accession that it will not be bound by subparagraph (1)(b) of article 1 of this Convention.
第九十六条
本国法律规定销售合同必须以书面订立或书面证明的缔约国，可以随时按照第十二条的规定，声明本公约第十一条、第二十九条或第二部分准许销售合同或其更改或根据协议终止，或者任何发价、接受或其它意旨表示得以书面以外任何形式做出的任何规定不适用，如果任何一方当事人的营业地是在该缔约国内。 Article 96
A Contracting State whose legislation requires contracts of sale to be concluded in or evidenced by writing may at any time make a declaration in accordance with article 12 that any provision of article 11, article 29, or Part II of this Convention, that allows a contract of sale or its modification or termination by agreement or any offer, acceptance, or other indication of intention to be made in any form other than in writing, does not apply where any party has his place of business in that State.
第九十七条
（1）根据本公约规定在签字时做出的声明，须在批准、接受或核准时加以确认。 （2）声明和声明的确认，应以书面提出，并应正式通知保管人。
（3）声明在本公约对有关国家开始生效时同时生效。但是，保管人于此种生效后收到正式通知的声明，应于保管人收到声明之日起6个月后的第1个月第1天生效。根据第九十四条规定做出的相互单方面声明，应于保管人收到最后一份声明之日起6个月后的第1个月第1天生效。
（4）根据本公约规定做出声明的任何国家可以随时用书面正式通知保管人撤回该项声明。此种撤回于保管人收到通知之日起6个月后的第1个月第1天生效。
（5）撤回根据第九十四条做出的声明，自撤回生效之日起，就会使另一国家根据该条所做的任何相互声明失效。 Article 97
(1) Declarations made under this Convention at the time of signature are subject to confirmation upon ratification, acceptance or approval.
(2) Declarations and confirmations of declarations are to be in writing and be formally notified to the depositary.
(3) A declaration takes effect simultaneously with the entry into force of this Convention in respect of the State concerned. However, a declaration of which the depositary receives formal notification after such entry into force takes effect on the first day of the month following the expiration of six months after the date of its receipt by the depositary. Reciprocal unilateral declarations under article 94 take effect on the first day of the month following the expiration of six months after the receipt of the latest declaration by the depositary.
(4) Any State which makes a declaration under this Convention may withdraw it at any time by a formal notification in writing addressed to the depositary. Such withdrawal is to take effect on the first day of the month following the expiration of six months after the date of the receipt of the notification by the depositary.
(5) A withdrawal of a declaration made under article 94 renders inoperative, as from the date on which the withdrawal takes effect, any reciprocal declaration made by another State under that article.
第九十八条
除本公约明文许可的保留外，不得作任何保留。 Article 98
No reservations are permitted except those expressly authorized in this Convention. 第九十九条
（1）在本条第（6）款规定的条件下，本公约在第十件批准书、接受书、核准书或加入书、包括载有根据第九十二条规定做出的声明的文书交存之日起12月后的第1个月第1天生效。
（2）在本条第（6）款规定的条件下，对于在第10件批准书、接受书、核准书或加入书交存后才批准、接受、核准