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| Abstract | ||||||||||||||||||
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| An Argentinian buyer and a Belgian seller entered into a contract for the sale of industrial machinery. The buyer commenced action before an Argentinian Court against the seller alleging non-conformity of the goods received. The seller objected that the Argentinian Court had no jurisdiction to hear the case, as the standard invoice forms sent by the seller to the buyer during negotiations contained a pre-printed forum selection clause in favor of the Belgian forum.
The Court found that the agreement between the parties had been reached after negotiations based on the seller's preprinted forms, whose contents had never been objected to by the buyer, and was integrated by ad hoc handwritten provisions. The Court held that there was a valid agreement under CISG based on the forms complete contents, including the preprinted clauses. The Court observed that the agreement was not contrary to the Argentinian public policy rule which provides that international contracts for the sale of goods have to be made in writing. The Court held that, therefore, the contract contained a valid forum selection clause and declined its jurisdiction. On appeal, the Cámara Nacional de Apelaciones en lo Comercial (decision of 15-3-1991, in UNILEX) found that the forum selection clause was valid on different grounds, then declining its jurisdiction. Obiter the Court observed that CISG would not apply in the case at hand as the contract had been concluded before CISG became enforceable in Argentina. |