How do you opt out of the CISG under Dutch law?

Dutch term: CISG opt-out | Legal basis: Article 6 CISG + Dutch law

The CISG (UN Convention on Contracts for the International Sale of Goods) automatically applies to most B2B cross-border sales of goods between parties in CISG-contracting states. Because the CISG is part of Dutch law, a clause stating 'Dutch law applies' brings the CISG in rather than excluding it. To opt out, the exclusion must be explicit.

A standard opt-out formulation is: 'This agreement is governed by Dutch law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG), Vienna 1980, is expressly excluded.' Without this explicit language, the CISG governs the sale and the domestic Dutch sales rules (Book 7 Title 1 BW) apply only as gap-filler.

Why it matters for international businesses

This is the single most common drafting mistake in international sale contracts with Dutch parties. The practical differences between CISG and Dutch domestic law (notice of defect, threshold for rescission, price reduction remedy) are significant.