Article 51
(1) If the seller delivers only a part of the goods or if only a part of the goods delivered is in conformity with the contract, articles 46 to 50 apply in respect of the part which is missing or which does not conform. 如果卖方只交付一部分货物，或者交付的货物中只有一部分符合合同规定，第四十六条至第五十条的规定适用于缺漏部分及不符合同规定部分的货物。
(2) The buyer may declare the contract avoided in its entirety only if the failure to make delivery completely or in conformity with the contract amounts to a fundamental breach of the contract. 买方只有在完全不交付货物或不按照合同规定交付货物等于根本违反合同时，才可以宣告整个合同无效。
Article 52
(1) If the seller delivers the goods before the date fixed, the buyer may take delivery or refuse to take delivery. 如果卖方在规定的日期前交付货物，买方可以收取货物，也可以拒绝收取货物。
(2) If the seller delivers a quantity of goods greater than that provided for in the contract, the buyer may take delivery or refuse to take delivery of the excess quantity. If the buyer takes delivery of all or part of the excess quantity, he must pay for it at the contract rate. 如果卖方交付的货物数量大于合同规定的数量，买方可以收取也可以拒绝收取多交部分的货物。如果买方收取多交部分货物的全部或一部分，他必须按合同价格付款。
Chapter III
Obligations of the Buyer
Article 53
The buyer must pay the price for the goods and take delivery of them as required by the contract and this Convention. 买方必须按照合同和本公约规定支付货物价款和收取货物。
Section I. Payment of the price
Article 54
The buyer's obligation to pay the price includes taking such steps and complying with such formalities as may be required under the contract or any laws and regulations to enable payment to be made. 买方支付价款的义务包括根据合同或任何有关法律和规章规定的步骤和手续，以便支付价款。
Article 55
Where a contract has been validly concluded but does not expressly or implicitly fix or make provision for determining the price, the parties are considered, in the absence of any indication to the contrary, to have impliedly made reference to the price generally charged at the time of the conclusion of the contract for such goods sold under comparable circumstances in the trade concerned. 如果合同已有效的订立，但没有明示或暗示地规定价格或规定如何确定价格，在没有任何相反表示的情况下，双方当事人应视为已默示地引用订立合同时此种货物在有关贸易的类似情况下销售的通常价格。
Article 56
If the price is fixed according to the weight of the goods, in case of doubt it is to be determined by the net weight. 如果价格是按货物的重量规定的，如有疑问，应按净重确定。
Article 57
(1) If the buyer is not bound to pay the price at any other particular place, he must pay it to the seller: 如果买方没有义务在任何其它特定地点支付价款，他必须在以下地点向卖方支付价款：
(a) at the seller's place of business; or 卖方的营业地；或者
(b) if the payment is to be made against the handing over of the goods or of documents, at the place where the handing over takes place. 如凭移交货物或单据支付价款，则为移交货物或单据的地点。
(2) The seller must bear any increases in the expenses incidental to payment which is caused by a change in his place of business subsequent to the conclusion of the contract. 卖方必须承担因其营业地在订立合同后发生变动而增加的支付方面的有关费用。
Article 58
(1) If the buyer is not bound to pay the price at any other specific time, he must pay it when the seller places either the goods or documents controlling their disposition at the buyer's disposal in accordance with the contract and this Convention. The seller may make such payment a condition for handing over the goods or documents. 如果买方没有义务在任何其它特定时间内支付价款，他必须于卖方按照合同和本公约规定将货物或控制货物处置权的单据交给买方处置时支付价款。卖方可以支付价款作为移交货物或单据的条件。
(2) If the contract involves carriage of the goods, the seller may dispatch the goods on terms whereby the goods, or documents
controlling their disposition, will not be handed over to the buyer except against payment of the price. 如果合同涉及到货物的运输，卖方可以在支付价款后方可把货物或控制货物处置权的单据移交给买方作为发运货物的条件 .
(3) The buyer is not bound to pay the price until he has had an opportunity to examine the goods, unless the procedures for delivery or payment agreed upon by the parties are inconsistent with his having such an opportunity. 买方在未有机会检验货物前，无义务支付价款，除非这种机会与双方当事人议定的交货或支付程序相抵触。
Article 59
The buyer must pay the price on the date fixed by or determinable from the contract and this Convention without the need forany request or compliance with any formality on the part of the seller. 买方必须按合同和本公约规定的日期或从合同和本公约可以确定的日期支付价款，而无需卖方提出任何要求或办理任何手续。
Section II. Taking delivery
Article 60
The buyer's obligation to take delivery consists:
(a) in doing all the acts which could reasonably be expected of him in order to enable the seller to make delivery; and
(b) in taking over the goods. 买方收取货物的义务如下： 采取一切理应采取的行动，以期卖方能交付货物；和接收货物。
Section III. Remedies for breach of contract by the buyer
Article 61
(1) If the buyer fails to perform any of his obligations under the contract or this Convention, the seller may:
(a) exercise the rights provided in articles 62 to 65;
(b) claim damages as provided in articles 74 to 77. （１）如果买方不履行他在合同和本公约中的任何义务，卖方可以：（ａ）行使第六十二条至第六十五条所规定的权利；（ｂ）按照第七十四至第七十七条的规定，要求损害赔偿。 (2) The seller is not deprived of any right he may have to claim damages by exercising his right to other remedies. 卖方可能享有的要求损害赔偿的任何权利，不因他行使采取其它补救办法的权利而丧失。
(3) No period of grace may be granted to the buyer by a court or arbitral tribunal when the seller resorts to a remedy for breach of contract. 如果卖方对违反合同采取某种补救办法，法院或仲裁庭不得给予买方宽限期。
Article 62
The seller may require the buyer to pay the price, take delivery or perform his other obligations, unless the seller has resorted to a remedy which is inconsistent with this requirement. 第六十二条 卖方可以要求买方支付价款、收取货物或履行他的其它义务，除非卖方已采取与此一要求相低触的某种补救办法。
Article 63
(1) The seller may fix an additional period of time of reasonable length for performance by the buyer of his obligations. 卖方可以规定一段合理时限的额外时间，让买方履行义务。
(2) Unless the seller has received notice from the buyer that he will not perform within the period so fixed, the seller may not, during that period, resort to any remedy for breach of contract. However, the seller is not deprived thereby of any right he may have to claim damages for delay in performance. 除非卖方收到买方的通知，声称他将不在所规定的时间内履行义务，卖方不得在这段时间内对违反合同采取任何补救办法。但是，卖方并不因此丧失他对迟延履行义务可能享有的要求损害赔偿的任何权利。
Article 64
(1) The seller may declare the contract avoided: 卖方在以下情况下可以宣告合同无效：
(a) if the failure by the buyer to perform any of his obligations under the contract or this Convention amounts to a fundamental breach of contract; or 买方不履行其在合同或本公约中的任何义务，等于根本违反合同；或
(b) if the buyer does not, within the additional period of time fixed by the seller in accordance with paragraph (1) of article 63,
perform his obligation to pay the price or take delivery of the goods, or if he declares that he will not do so within the period so fixed. 买方不在卖方按照第六十三条第（１）款规定的额外时间内履行支付价款的义务或收取货物，或买方声明他将不在所规定的时间内这样做。
(2) However, in cases where the buyer has paid the price, the seller loses the right to declare the contract avoided unless he does so: 但是，如果买方已支付价款，卖方就丧失宣告合同无效的权利，除非：
(a) in respect of late performance by the buyer, before the seller has become aware that performance has been rendered; or 对于买方迟延履行义务，他在知道买方履行义务前这样做；或者 (b) in respect of any breach other than late performance by the buyer, within a reasonable time: 对于买方迟延履行义务以外的任何违反合同事情：
(i) after the seller knew or ought to have known of the breach; or 他在已知道或理应知道这种违反合同后一段合理时间内这样做；或 (ii) after the expiration of any additional period of time fixed by the seller in accordance with paragraph (1) or article 63, or after the buyer has declared that he will not perform his obligations within such an additional period. 他在卖方按照第六十三条第（１）款规定的任何额外时间满期后或在买方声明他将不在这一额外时间内履行义务后一段合理时间内这样做。
Article 65
(1) If under the contract the buyer is to specify the form, measurement or other features of the goods and he fails to make such specification either on the date agreed upon or within a reasonable time after receipt of a request from the seller, the seller may, without prejudice to any other rights he may have, make the specification himself in accordance with the requirements of the buyer that may be known to him. 如果买方应根据合同规定订明货物的形状、大小或其它特征，而他在议定的日期或在收到卖方的要求后一段合理时间内没有订明这些规格，则卖方在不损害其可能享有的任何其它权利的情况下，可以依照他所知的买方的要求，自己订明规格。
(2) If the seller makes the specification himself, he must inform the buyer of the details thereof and must fix a reasonable time within which the buyer may make a different specification. If, after receipt of such a communication, the buyer fails to do so within the time so fixed, the specification made by the seller is binding. 如果卖方自己订明规格，他必须把订明规格的细节通知买方，而且必须规定一段合理时间，让买方可以在该段时间内订出不同的规格。如果买方在收到这种通知后没有在该段时间内这样做，卖方所订的规格就具有约束力。
Chapter IV
Passing of Risk
Article 66
Loss of or damage to the goods after the risk has passed to the buyer does not discharge him from his obligation to pay the price, unless the loss or damage is due to an act or omission of the seller. 如果卖方自己订明规格，他必须把订明规格的细节通知买方，而且必须规定一段合理时间，让买方可以在该段时间内订出不同的规格。如果买方在收到这种通知后没有在该段时间内这样做，卖方所订的规格就具有约束力。
Article 67
(1) If the contract of sale involves carriage of the goods and the seller is not bound to hand them over at a particular place, the risk passes to the buyer when the goods are handed over to the first carrier for transmission to the buyer in accordance with the contract of sale. If the seller is bound to hand the goods over to a carrier at a particular place, the risk does not pass to the buyer until the goods are handed over to the carrier at that place. The fact that the seller is authorized to retain documents controlling the disposition of the goods does not affect the passage of the risk. 如果销售合同涉及到货物的运输，但卖方没有义务在某一特定地点交付货物，自货物按照销售合同交付给第一承运人以转交给买方时起，风险就移转到买方承担。如果卖方有义务在某一特定地点把货物交付给承运人，在货物于该地点交付给承运人以前，风险不移转到买方承担。卖方受权保留控制货物处置权的单据，并不影响风险的移转。
(2) Nevertheless, the risk does not pass to the buyer until the goods are clearly identified to the contract, whether by markings on the goods, by shipping documents, by notice given to the buyer or otherwise. 但是，在货物以货物上加标记、或以装运单据、或向买方发出通知或其它方式清楚地注明有关合同以前，风险不移转到买方承担。
Article 68
The risk in respect of goods sold in transit passes to the buyer from the time of the conclusion of the contract. However, if the circumstances so indicate, the risk is assumed by the buyer from the time the goods were handed over to the carrier who issued the documents embodying the contract of carriage. Nevertheless, if at the time of the conclusion of the contract of sale the seller knew or ought to have known that the goods had been lost or damaged and did not disclose this to the buyer, the loss or damage is at the risk of the seller. 对于在运输途中销售的货物，从订立合同时起，风险就移转到买方承担。但是，如果情况表明有此需要，从货物交付给签发载有运输合同单据的承运人时起，风险就由买方承担。尽管如此，如果卖方在订立合同时已知道或理应知道货物已经遗失或损坏，而他又不将这一事实告之买方，则这种遗失或损坏应由卖方负责。
Article 69
(1) In cases not within articles 67 and 68, the risk passes to the buyer when he takes over the goods or, if he does not do so in due time, from the time when the goods are placed at his disposal and he commits a breach of contract by failing to take delivery. 在不属于第六十七条和第六十八条规定的情况下，从买方接收货物时起，或如果买方不在适当时间内这样做，则从货物交给他处置但他不收取货物从而违反合同时起，风险移转到买方承担。
(2) However, if the buyer is bound to take over the goods at a place other than a place of business of the seller, the risk passes when delivery is due and the buyer is aware of the fact that the goods are placed at his disposal at that place. 但是，如果买方有义务在卖方营业地以外的某一地点接收货物，当交货时间已到而买方知道货物已在该地点交给他处置时，风险方始移转。
(3) If the contract relates to goods not then identified, the goods are considered not to be placed at the disposal of the buyer until they are clearly identified to the contract. 如果合同指的是当时未加识别的货物，则这些货物在未清楚注明有关合同以前，不得视为已交给买方处置。
Article 70
If the seller has committed a fundamental breach of contract, articles 67, 68 and 69 do not impair the remedies available to the buyer on account of the breach. 如果卖方已根本违反合同，第六十七条、第六十八条和第六十九条的规定，不损害买方因此种违反合同而可以采取的各种补救办法。
Chapter IV
Passing of Risk
Article 66
Loss of or damage to the goods after the risk has passed to the buyer does not discharge him from his obligation to pay the price, unless the loss or damage is due to an act or omission of the seller. 如果卖方自己订明规格，他必须把订明规格的细节通知买方，而且必须规定一段合理时间，让买方可以在该段时间内订出不同的规格。如果买方在收到这种通知后没有在该段时间内这样做，卖方所订的规格就具有约束力。
Article 67
(1) If the contract of sale involves carriage of the goods and the seller is not bound to hand them over at a particular place, the risk passes to the buyer when the goods are handed over to the first carrier for transmission to the buyer in accordance with the contract of sale. If the seller is bound to hand the goods over to a carrier at a particular place, the risk does not pass to the buyer until the goods are handed over to the carrier at that place. The fact that the seller is authorized to retain documents controlling the disposition of the goods does not affect the passage of the risk. 如果销售合同涉及到货物的运输，但卖方没有义务在某一特定地点交付货物，自货物按照销售合同交付给第一承运人以转交给买方时起，风险就移转到买方承担。如果卖方有义务在某一特定地点把货物交付给承运人，在货物于该地点交付给承运人以前，风险不移转到买方承担。卖方受权保留控制货物处置权的单据，并不影响风险的移转。
(2) Nevertheless, the risk does not pass to the buyer until the goods are clearly identified to the contract, whether by markings on the goods, by shipping documents, by notice given to the buyer or otherwise. 但是，在货物以货物上加标记、或以装运单据、或向买方发出通知或其它方式清楚地注明有关合同以前，风险不移转到买方承担。
Article 68
The risk in respect of goods sold in transit passes to the buyer from the time of the conclusion of the contract. However, if the circumstances so indicate, the risk is assumed by the buyer from the time the goods were handed over to the carrier who issued the documents embodying the contract of carriage. Nevertheless, if at the time of the conclusion of the contract of sale the seller knew or ought to have known that the goods had been lost or damaged and did not disclose this to the buyer, the loss or damage is at the risk of the seller. 对于在运输途中销售的货物，从订立合同时起，风险就移转到买方承担。但是，如果情况表明有此需要，从货物交付给签发载有运输合同单据的承运人时起，风险就由买方承担。尽管如此，如果卖方在订立合同时已知道或理应知道货物已经遗失或损坏，而他又不将这一事实告之买方，则这种遗失或损坏应由卖方负责。
Article 69
(1) In cases not within articles 67 and 68, the risk passes to the buyer when he takes over the goods or, if he does not do so in due time, from the time when the goods are placed at his disposal and he commits a breach of contract by failing to take delivery. 在不属于第六十七条和第六十八条规定的情况下，从买方接收货物时起，或如果买方不在适当时间内这样做，则从货物交给他处置但他不收取货物从而违反合同时起，风险移转到买方承担。
(2) However, if the buyer is bound to take over the goods at a place other than a place of business of the seller, the risk passes when delivery is due and the buyer is aware of the fact that the goods are placed at his disposal at that place. 但是，如果买方有义务在卖方营业地以外的某一地点接收货物，当交货时间已到而买方知道货物已在该地点交给他处置时，风险方始移转。
(3) If the contract relates to goods not then identified, the goods are considered not to be placed at the disposal of the buyer until they are clearly identified to the contract. 如果合同指的是当时未加识别的货物，则这些货物在未清楚注明有关合同以前，不得视为已交给买方处置。
Article 70
If the seller has committed a fundamental breach of contract, articles 67, 68 and 69 do not impair the remedies available to the buyer on account of the breach. 如果卖方已根本违反合同，第六十七条、第六十八条和第六十九条的规定，不损害买方因此种违反合同而可以采取的各种补救办法。
Chapter V
Provisions Common to the Obligations of the Seller and of the Buyer
Section I. Anticipatory breach and instalment contracts
Article 71
(1) A party may suspend the performance of his obligations if, after the conclusion of the contract, it becomes apparent that the other party will not perform a substantial part of his obligations as a result of: 如果订立合同后，另一方当事人由于下列原因显然将不履行其大部分重要义务，一方当事人可以中止履行义务：
(a) a serious deficiency in his ability to perform or in his creditworthiness; or 他履行义务的能力或他的信用有严重缺陷；或 (b) his conduct in preparing to perform or in performing the contract. 他在准备履行合同或履行合同中的行为。
(2) If the seller has already dispatched the goods before the grounds described in the preceding paragraph become evident, he may prevent the handing over of the goods to the buyer even though the buyer holds a document which entitles him to obtain them. The present paragraph relates only to the rights in the goods as between the buyer and the seller. 如果卖方在上一款所述的理由明显化以前已将货物发运，他可以阻止将货物交给买方，即使买方持有其有权获得货物的单据。本款规定只与买方和卖方间对货物的权利有关。
(3) A party suspending performance, whether before or after dispatch of the goods, must immediately give notice of the suspension to the other party and must continue with performance if the other party provides adequate assurance of his performance. 中止履行义务的一方当事人不论是在货物发运前还是发运后，都必须立即通知另一方当事人，如经另一方当事人对履行义务提供充分保证，则他必须继续履行义务。
Article 72
(1) If prior to the date for performance of the contract it is clear that one of the parties will commit a fundamental breach of contract, the other party may declare the contract avoided. 如果在履行合同日期之前，明显看出一方当事人将根本违反合同，另一方当事人可以宣告合同无效。
(2) If time allows, the party intending to declare the contract avoided must give reasonable notice to the other party in order to permit him to provide adequate assurance of his performance. 如果时间许可，打算宣告合同无效的一方当事人必须向另一方当事人发出合理的通知，使他可以对履行义务提供充分保证。
(3) The requirements of the preceding paragraph do not apply if the other party has declared that he will not perform his
obligations. 如果另一方当事人已声明他将不履行其义务，则上一款的规定不适用。
Article 73
(1) In the case of a contract for delivery of goods by instalments, if the failure of one party to perform any of his obligations in respect of any instalment constitutes a fundamental breach of contract with respect to that instalment, the other party may declare the contract avoided with respect to that instalment. 对于分批交付货物的合同，如果一方当事人不履行对任何一批货物的义务，便对该批货物构成根本违反合同，则另一方当事人可以宣告合同对该批货物无效。
(2) If one party's failure to perform any of his obligations in respect of any instalment gives the other party good grounds to conclude that a fundamental breach of contract will occur with respect to future instalments, he may declare the contract avoided for the future, provided that he does so within a reasonable time. 如果一方当事人不履行对任何一批货物的义务，使另一方当事人有充分理由断定对今后各批货物将会发生根本违反合同，该另一方当事人可以在一段合理时间内宣告合同今后无效。
(3) A buyer who declares the contract avoided in respect of any delivery may, at the same time, declare it avoided in respect of deliveries already made or of future deliveries if, by reason of their interdependence, those deliveries could not be used for the purpose contemplated by the parties at the time of the conclusion of the contract. 买方宣告合同对任何一批货物的交付为无效时，可以同时宣告合同对已交付的或今后交付的各批货物均为无效，如果各批货物是互相依存的，不能单独用于双方当事人在订立合同时所设想的目的。
Section II. Damages
Article 74
Damages for breach of contract by one party consist of a sum equal to the loss, including loss of profit, suffered by the other party as a consequence of the breach. Such damages may not exceed the loss which the party in breach foresaw or ought to have foreseen at the time of the conclusion of the contract, in the light of the facts and matters of which he then knew or ought to have known, as a possible consequence of the breach of contract. 一方当事人违反合同应负的损害赔偿额，应与另一方当事人因他违反合同而遭受的包括利润在内的损失额相等。这种损害赔偿不得超过违反合同一方在订立合同时，依照他当时已知道或理应知道的事实和情况，对违反合同预料到或理应预料到的可能损失。
Article 75
If the contract is avoided and if, in a reasonable manner and within a reasonable time after avoidance, the buyer has bought goods in replacement or the seller has resold the goods, the party claiming damages may recover the difference between the contract price and the price in the substitute transaction as well as any further damages recoverable under article 74. 如果合同被宣告无效，而在宣告无效后一段合理时间内，买方已以合理方式购买替代货物，或者卖方已以合理方式把货物转卖，则要求损害赔偿的一方可以取得合同价格和替代货物交易价格之间的差额以及按照第七十四条规定可以取得的任何其他损害赔偿。
Article 76
(1) If the contract is avoided and there is a current price for the goods, the party claiming damages may, if he has not made a purchase or resale under article 75, recover the difference between the price fixed by the contract and the current price at the time of avoidance as well as any further damages recoverable under article 74. If, however, the party claiming damages has avoided the contract after taking over the goods, the current price at the time of such taking over shall be applied instead of the current price at the time of avoidance. 如果合同被宣告无效，而货物又有时价，要求损害赔偿的一方，如果没有根据第七十五条规定进行购买或转卖，则可以取得合同规定的价格和宣告合同无效时的时价之间的差额以及按照第七十四条规定可以取得的任何其它损害赔偿。但是，如果要求损害赔偿的一方在接收货物之后宣告合同无效，则应适用接收货物时的时价，而不适用宣告合同无效时的时价。
(2) For the purposes of the preceding paragraph, the current price is the price prevailing at the place where delivery of the goods should have been made or, if there is no current price at that place, the price at such other place as serves as a reasonable substitute, making due allowance for differences in the cost of transporting the goods. 为上一款的目的，时价指原应交付货物地点的现行价格，如果该地点没有时价，则指另一合理替代地点的价格，但应适当地考虑货物运费的差额。
Article 77
A party who relies on a breach of contract must take such measures as are reasonable in the circumstances to mitigate the loss, including loss of profit, resulting from the breach. If he fails to take such measures, the party in breach may claim a reduction in the damages in the amount by which the loss should have been mitigated. 声称另一方违反合同的一方，必须按情况采取合理措施，减轻由于该另一方违反合同而引起的损失，包括利润方面的损失。如果他不采取这种措施，违反合同一方可以要求从损害赔偿中扣除原可以减轻的损失数额。
Section III. Interest
Article 78
If a party fails to pay the price or any other sum that is in arrears, the other party is entitled to interest on it, without prejudice to any claim for damages recoverable under article 74. 如果一方当事人没有支付价款或任何其它拖欠金额，另一方当事人有权对这些款额收取利息，但不妨碍要求按照第七十四条规定可以取得的损害赔偿。
Section IV. Exemptions
Article 79
(1) A party is not liable for a failure to perform any of his obligations if he proves that the failure was due to an impediment beyond his control and that he could not reasonably be expected to have taken the impediment into account at the time of the conclusion of the contract or to have avoided or overcome it or its consequences. 当事人对不履行义务，不负责任，如果他能证明此种不履行义务，是由于某种非他所能控制的障碍，而且对于这种障碍，没有理由预期他在订立合同时能考虑到或能避免或克服它或它的后果。
(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: 如果当事人不履行义务是由于他所雇用履行合同的全部或一部分规定的第三方不履行义务所致，该当事人只有在以下情况下才能免除责任：
(a) he is exempt under the preceding paragraph; and 他按照上一款的规定应免除责任，和
(b) the person whom he has so engaged would be so exempt if the provisions of that paragraph were applied to him. 假如该项的规定也适用于他所雇用的人，这个人也同样会免除责任。
(3) The exemption provided by this article has effect for the period during which the impediment exists. 本条所规定的免责对障碍存在的期间有效。
(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. 不履行义务的一方必须将障碍及其对他履行义务能力的影响通知另一方。如果该项通知在不履行义务的一方已知道或理应知道此一障碍后一段合理时间内仍未为另一方收到，则他对由于另一方未收到通知而造成的损害应负赔偿责任。
(5) Nothing in this article prevents either party from exercising any right other than to claim damages under this Convention 本条规定不妨碍任何一方行使本公约规定的要求损害赔偿以外的任何权利。
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. 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。
Section V. Effects of avoidance
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. 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) 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. 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 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. 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) The preceding paragraph does not apply: 上一款的规定不适用于以下情况：
(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; 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) if the goods or part of the goods have perished or deteriorated as a result of the examination provided for in article 38; or 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) 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. 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 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. 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 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. 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。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：
(2) The buyer must account to the seller for all benefits which he has derived from the goods or part of them: 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) if he must make restitution of the goods or part of them; or 如果他必须归还货物或其中一部分；或者 (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. 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。
Section VI. Preservation of the goods
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. 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 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. 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) 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. 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 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. 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 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. 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) 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. 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) 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. 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。
PART IV
Final Provisions
Article 89
The Secretary-General of the United Nations is hereby designated as the depositary for this Convention. 兹指定联合国秘书长为本公约保管人。
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. 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 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. 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) This Convention is subject to ratification, acceptance or approval by the signatory States. 本公约须经签字国批准、接受或核准。
(3) This Convention is open for accession by all States which are not signatory States as from the date it is open for signature. 本公约从开放签字之日起开放给所有非签字国加入。
(4) Instruments of ratification, acceptance, approval and accession are to be deposited with the Secretary-General of the United Nations. 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 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. 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) 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. 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 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. 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) These declarations are to be notified to the depositary and are to state expressly the territorial units to which the Convention extends. 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) 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. 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) 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. 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 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. 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) 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. 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) 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. 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 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. 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 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. 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 97
(1) Declarations made under this Convention at the time of signature are subject to confirmation upon ratification （批准） , acceptance or approval. 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) Declarations and confirmations of declarations are to be in writing and be formally notified to the depositary. 声明和声明的确认，应以书面提出，并应正式通知保管人。
(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. 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) 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. 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) 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. 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 98
No reservations are permitted except those expressly authorized in this Convention. 除本公约明文许可的保留外，不得作任何保留。
Article 99
(1) This Convention enters into force, subject to the provisions of paragraph (6) of this article, on the first day of the month following the expiration of twelve months after the date of deposit of the tenth instrument of ratification, acceptance, approval or accession, including an instrument which contains a declaration made under article 92. 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) When a State ratifies, accepts, approves or accedes to this Convention after the deposit of the tenth instrument of ratification, acceptance, approval or accession, this Convention, with the exception of the Part excluded, enters into force in respect of that State, subject to the provisions of paragraph (6) of this article, on the first day of the month following the expiration of twelve months after the date of the deposit of its instrument of ratification, acceptance, approval or accession. 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、核准或加入本公约的国家，本公约在该国交存其批准书、接受书、核准车或加入书之日起１２个月后的第１个月第１天对该国生效，但不适用的部分除外。
(3) A State which ratifies, accepts, approves or accedes to this Convention and is a party to either or both the Convention relating to a Uniform Law on the Formation of Contracts for the International Sale of Goods done at The Hague on 1 July 1964 (1964 Hague Formation Convention) and the Convention relating to a Uniform Law on the International Sale of Goods done at The Hague on 1 July 1964 (1964 Hague Sales Convention) shall at the same time denounce, as the case may be, either or both the 1964 Hague Sales Convention and the 1964 Hague Formation Convention by notifying the Government of the Netherlands to that effect. 批准、接受、核准或加入本公约的国家，如果是１９６４年７月１日海牙签订的《关于国际货物销售合同的订立统一法公约》（《１９６４年海牙订立合同公约》）和１９６４年７月１日在海牙签订的《关于国际货物销售统一法的公约》（《１９６４年海牙货物销售公约》）中一项或两项公约的缔约国。应按情况同时通知荷兰政府声明退出《１９６４年海牙货物销售公约》或《１９６４年海牙订立合同公约》）或退出该两公约。
(4) A State party to the 1964 Hague Sales Convention which ratifies, accepts, approves or accedes to the present Convention and declares or has declared under article 52 that it will not be bound by Part II of this Convention shall at the time of ratification, acceptance, approval or accession denounce the 1964 Hague Sales Convention by notifying the Government of the Netherlands to that effect. 凡为《１９６４年海牙货物销售公约》缔约国并批准、接受、核准或加入本公约和根据第九十二条规定声明或业已声明不受本公约第二部分约束的国家，应于批准、接受、核准或加入时通知荷兰政府声明退出《１９６４年海牙货物销售公约》。
(5) A State party to the 1964 Hague Formation Convention which ratifies, accepts, approves or accedes to the present Convention and declares or has declared under article 92 that it will not be bound by Part III of this Convention shall at the time of ratification, acceptance, approval or accession denounce the 1964 Hague Formation Convention by notifying the Government of the Netherlands to that effect. 凡为《１９６４年海牙订立合同公约》缔约国并批准、接受、核准或加入本公约和根据第九十二条规定声明或业已声明不受本公约第三部分约束的国家，应于批准、接受、核准或加入时通知荷兰政府声明退出《１９６４年海牙订立合同公约》。
(6) For the purpose of this article, ratifications, acceptances, approvals and accessions in respect of this Convention by States parties to the 1964 Hague Formation Convention or to the 1964 Hague Sales Convention shall not be effective until such denunciations as may be required on the part of those States in respect of the latter two Conventions have themselves become effective. The depositary of this Convention shall consult with the Government of the Netherlands, as the depositary of the 1964 Conventions, so as to ensure necessary co-ordination in this respect. 为本条的目的，《１９６４年海牙订立合同公约》或《１９６４年海牙货物销售公约》的缔约国的批准、接受、核准或加入本公约，应在这些国家按照规定退出该两公约生效后方始生效。本公约保管人应与１９６４年两公约的保管人荷兰政府进行协商，以确保在这方面进行必要的协调。
Article 100
(1) This Convention applies to the formation of a contract only when the proposal for concluding the contract is made on or after the date when the Convention enters into force in respect of the Contracting States referred to in subparagraph (1)(a) or the Contracting State referred to in subparagraph (1)(b) of article 1. 本公约适用于合同的订立，只要订立该合同的建议是在本公约对第一条第（１）款（ａ）项所指缔约国或第一条第（１）款（ｂ）项所指缔约国生效之日或其后作出的。
(2) This Convention applies only to contracts concluded on or after the date when the Convention enters into force in respect of the Contracting States referred to in subparagraph (1)(a) or the Contracting State referred to in subparagraph (1)(b) of article 1. 本公约只适用于在它对第一条第（１）款（ａ）项所指缔约国或第一条第（１）款（ｂ）项所指缔约国生效之日或其后订立的合同。
Article 101
(1) A Contracting State may denounce this Convention, or Part II or Part III of the Convention, by a formal notification in writing addressed to the depositary. 缔约国可以用书面正式通知保管人声明退出本公约，或本公约第二部分或第三部分。
(2) The denunciation takes effect on the first day of the month following the expiration of twelve months after the notification is received by the depositary. Where a longer period for the denunciation to take effect is specified in the notification, the denunciation takes effect upon the expiration of such longer period after the notification is received by the depositary. Done at Vienna, this day of eleventh day of April, one thousand nine hundred and eighty, in a single original, of which the Arabic, Chinese, English, French, Russian and Spanish texts are equally authentic. In Witness Whereof the undersigned plenipotentiaries, being duly authorized by their respective Governments, have signed this Convention. 退出于保管人收到通知１２个月后的第１个月第１天起生效。凡通知内订明一段退出生效的更长时间，则退出于保管人收到通知后该段更长时间满时起生效。１９８０年４月１１日订于维也纳，正本１份，其阿拉伯文本、中文本、英文本、法文本、俄文本和西班牙文本都具有同等效力 。