The document discusses the United Nations Convention on Contracts for the International Sale of Goods (CISG) and its implications for companies' international business. It provides an overview of the CISG, noting that it binds over 70 countries, including most of the US's largest trading partners. It also presents two case studies showing how lack of sales terms and certain distribution agreements can affect a contract's validity under the CISG versus local law. The document stresses the importance for companies to determine whether the CISG applies to their international contracts and consider relevant business, legal and risk factors when making this decision.

1. The United Nations Convention on Contracts for the International Sales of Good Cleveland, Ohio May 14 th , 2009

2. Disclaimer The information provided is believed to be accurate as of the date of the presentation, but is subject to change without notice. This presentation is designed for informational purposes only and is not intended to be, nor should it be deemed, specific legal advice. If such advice is required, please consult with legal counsel.

3. Today’s goals Key facts about the CISG How does the application of the CISG affect your company’s business? In or out? Why this is important to decide

4. The CISG in perspective Binds more than 70 countries, including the U.S. The U.S. largest commercial partners are members of the Convention: Canada, Mexico, China, most of all the EU countries, most of all the countries in South America

5. How does the CISG affect your company’s business? Case study 1 : Lack of, or ambiguity of sales terms can lead to the cancellation of a contract that would be valid under the UCC. Case study 2 : The CISG does not apply to certain distributionship agreements.

6. In or out? Why is that important to decide Business factor: CISG can be a good compromise and increase your negotiation power Cost of ignoring a choice of law provision Legal factors: your company might be better protected with or without the CISG; gap-filling law necessary

7. Key factors on how to decide Are you buying, selling or both? In what framework do you operate with your commercial partners and costumers? Risk assessment depending on your own industry, and accepted standards in your industry

8. Yormick & Associates Co. LPA Jordane C. Fura Fifth Third Center 600 Superior Avenue E., Suite 1300 Cleveland 44114 Tel: (1) 216 928 3474 [email_address]