How can Ravenscroft and Schmierer advise on CISG contracts in Hong Kong?

Ravenscroft and Schmierer advises on CISG applicability, contract drafting, and risk management for international sale of goods contracts.

Does Ravenscroft and Schmierer assist with CISG dispute resolution?

Yes. Ravenscroft and Schmierer advises on disputes arising under the CISG, including remedies and enforcement strategies.

Can Ravenscroft and Schmierer help companies opt out of the CISG?

Yes. Ravenscroft and Schmierer advises on drafting effective opt-out provisions under Article 6 of the CISG.

The CISG and Commercial Contract Law in Hong Kong

Q: Does the CISG apply automatically?

Yes. The CISG applies automatically to qualifying contracts unless excluded by the parties.

Q: Can parties opt out of the CISG?

Yes. Parties may exclude the CISG in whole or in part under Article 6.

Janine Sauerborn
Jan 26, 2023
3 min read

Updated: 1 day ago

As of 1 December 2022, an important legal change is set to take place for international businesses doing business in or with Hong Kong: the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) will apply from now on. How this will affect international trade will be outlined and explained in this article.

What is the CISG?

The CISG is an international treaty that came into effect on 1 January 1988. Countries can agree to it, with the result that it applies to that country. The purpose of the CISG is to create an international uniform handling of commercial contracts for the sale and purchase of goods, which is fair, simple and modern.

There are now over 90 contracting states, including Germany and Mainland China. With the passing of the Hong Kong Legislative Council on 29 September 2021 and the announcement on 24 June 2022, the CISG came into force in Hong Kong on 1 December 2022.

The CISG and Commercial Contract Law in Hong Kong

Scope of Application of the CISG

The scope of application of the CISG can be derived from Art. 1 CISG and applies if the following conditions are fulfilled:

Material scope of application: a contract for the sale or purchase of goods
Local scope of application: parties from different countries, with relevant jurisdictions being CISG contracting states
No exclusion: the contract must not be excluded under Art. 2 CISG

If these conditions are fulfilled, the CISG applies automatically.

However, parties remain free to opt out of the CISG under Art. 6 CISG, in whole or in part.

What Does This Mean for Practitioners in Hong Kong?

Until recently, the CISG was not a key topic for Hong Kong practitioners, as it did not apply unless expressly opted into. This has now changed.

The CISG in Hong Kong now applies by default to contracts for the sale of goods between Hong Kong parties and parties in other CISG contracting states. Practitioners must therefore understand the CISG and its differences from Hong Kong law, especially in relation to contract formation and remedies.

Failure to appreciate these differences may expose practitioners to professional liability.

CISG and Trade with Mainland China

A large number of contracts involve Hong Kong and Mainland China. As both belong to one country, the CISG does not automatically apply between the two systems.

However, it should be noted that corresponding application is being developed, and it is likely that the CISG will apply by default to Hong Kong–Mainland China contracts in the near future.

Advantages and Disadvantages of the CISG in Hong Kong

The CISG introduces numerous differences, including:

Late acceptance rules under Art. 21 CISG
Absence of the consideration requirement
Seller’s right to remedy defects under Arts. 37 and 48 CISG

These and other changes require practitioners to become familiar with the CISG to avoid uncertainty and misunderstanding.

Conclusion

The decisive advantage of the CISG is clear: it facilitates international trade by providing a uniform legal framework known to all parties. After an initial period of familiarisation, the CISG supports predictability and reduces legal uncertainty in cross‑border transactions.

How Ravenscroft & Schmierer Can Help?

The application of the CISG in Hong Kong has significant implications for commercial contracts and dispute risk. Ravenscroft & Schmierer advises clients on CISG applicability, drafting choice‑of‑law clauses, risk allocation, and dispute strategy in international sale of goods contracts.

If your business trades internationally or requires advice on CISG‑related issues, contact us to discuss your circumstances and available options.

Frequently Asked Questions on CISG Hong Kong

What is the CISG?

The CISG is an international treaty governing contracts for the international sale of goods.

When did the CISG come into force in Hong Kong?

The CISG came into force in Hong Kong on 1 December 2022.

Does the CISG apply automatically?

Yes, unless the parties exclude it under Art. 6 CISG.

Can parties opt out of the CISG?

Yes, parties may exclude the CISG in whole or in part.

How can Ravenscroft & Schmierer advise on CISG contracts in Hong Kong?

Ravenscroft & Schmierer advises businesses on the applicability of the CISG, choice‑of‑law clauses, contract drafting, and risk management for international sale of goods contracts involving Hong Kong.

Does Ravenscroft & Schmierer assist with CISG dispute resolution?

Yes. We advise on disputes arising under the CISG, including jurisdictional issues, remedies, and enforcement strategies in cross‑border commercial disputes.

Can Ravenscroft & Schmierer help companies opt out of the CISG where appropriate?

Yes. We advise on drafting effective opt‑out provisions under Article 6 of the CISG and assessing whether exclusion is commercially appropriate.

Disclaimer: This publication is general in nature and is not intended to constitute legal advice. You should seek professional advice before taking any action in relation to the matters dealt with in this publication.

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