The Applicability and Non-Applicability of the CISG to Software Transactions

One of the issues which has always been so controversial among the commentators of the United Nations Convention on Contracts for the International Sale of Goods is the transaction of software. In the trading custom of the present era, software transactions can be implemented through a set of methods or templates. Sometimes they are transferred by a hardware or a tangible media (e.g. Disks, CDs) and sometimes transactions are online or in-app. Furthermore, it is possible that software is made and produced by an order and then transferred to the customer. These transactions according to the Article (1) and (100) of the convention have been a matter of controversy among the commentators; because in different legal systems, it is not clear that they are considered as contracts for sale or goods and despite stipulation of Article (3) there are still many disputes regarding the definition and the limits of these transactions in the context of the convention. This is a descriptive-analytical research to solve this issue and has concluded that it is necessary to hang on to an interpretation which complies with the international character of the convention and the general principles of it (Art.7). It is presented in the conclusion that it is required not to abrogate the unique legal system of international trade in the light of this convention, just to expand its scope; and the exclusion of some kinds of software transactions from the scope of the convention is more suitable if it is to keep the international character and the purpose of the convention.