The contracting states of this convention

Reiterating the belief that international trade based on equality and mutual benefit is an important factor in promoting friendly relations among countries

The increasing use of electronic communication has improved the efficiency of commercial activities, strengthened trade links, and provided new access opportunities for parties and markets that were previously far apart, thus playing an extremely important role in promoting domestic and international trade and economic development

Considering that the various issues arising from the uncertainty of the legal effect of electronic communication in international contracts constitute obstacles to international trade

We firmly believe that the adoption of uniform rules to eliminate barriers to the use of electronic communication in international contracts, including the elimination of obstacles that may arise in the implementation of existing international trade law instruments, will strengthen the legal certainty and commercial predictability of international contracts, and help countries obtain modern trade paths

Believing that uniform rules should respect the freedom of parties to choose appropriate media and technology within the limits of their chosen means that comply with the purpose of relevant legal rules, while taking into account the principle of not favoring any technology and functional equivalence

We hope to provide a common solution to eliminate legal barriers in the use of electronic communication in a way that is acceptable to countries with different legal, social, and economic systems

Hereby agree as follows:

Chapter 1 Scope of Application
Article 1 Scope of Application
1 This Convention applies to the use of electronic communications in connection with the formation or performance of contracts between parties whose places of business are located in different countries

2. The fact that the parties have their places of business in different countries is not taken into account as long as it is not shown in the contract or any communication between the parties, or in any data disclosed by the parties at any time before or at the time of the contract

3. When deciding whether this Convention applies, neither the nationality of the parties nor the civil or commercial nature of the parties and the contract shall be taken into account

Article 2 Not Applicable
1 This Convention does not apply to electronic communications related to the following situations:

(a) Contracts entered into for personal, family or household purposes

（b）1. Transactions on regulated exchanges; 2. Foreign exchange trading; 3. Interbank payment systems, interbank payment agreements, or clearing and settlement systems related to securities or other financial assets or instruments; 4. Transfer, sale, lending, holding, or repurchase agreements for security rights in securities or other financial assets or instruments held by intermediaries

2. This Convention does not apply to bills of exchange, promissory notes, waybills, bills of lading, warehouse receipts, or any negotiable document or instrument that entitles the holder or beneficiary to demand delivery of goods or payment of a sum of money

Article 3 Party Autonomy: The parties may exclude the application of this Convention and may also reduce or modify the effectiveness of any of its provisions

Chapter 2 General Provisions
Article 4 Definition
In this Convention:

(a) Communication "refers to any statement, declaration, demand, notice or request made or chosen to be made by a party in the formation or performance of a contract, including an offer and acceptance of an offer

(b) Electronic communication "refers to any communication sent by a party in the form of a data message

(c) 'Data message' refers to information generated, transmitted, received or stored by electronic, electromagnetic, optical or similar means, including but not limited to electronic data interchange, email, telegram, telex or fax

(d) The "sender" of electronic communication refers to the party who personally or on behalf of others sends or generates electronic communication that may be subsequently stored, but does not include the party who acts as an intermediary to handle the electronic communication

(e) The "recipient" of an electronic communication refers to the party intended by the sender to receive the electronic communication, but does not include the party acting as an intermediary in handling the electronic communication

(f) Information system "refers to a system that generates, transmits, receives, stores, or processes data messages using other methods

(g) Automatic message system "refers to a computer program or an electronic or other automated means used to initiate an action or generate a response to a data message or execution in whole or in part, without the need for a natural person to review or intervene each time the system initiates an action or generates a response

(h) 'Place of business' refers to any location where a party maintains a non temporary place of business for the purpose of engaging in an economic activity, but not for the temporary provision of goods or services from a particular place

Article 5 Interpretation
1 When interpreting this Convention, consideration should be given to its international nature and the need to promote uniformity in its application and the observance of good faith in international trade

2. Any issues concerning matters governed by this Convention that are not explicitly resolved in this Convention shall be resolved in accordance with the general principles on which this Convention is based. In the absence of such principles, they shall be resolved in accordance with the applicable law designated by the rules of private international law

Article 6: Location of the Parties
1 For the purposes of this Convention, the place of business of a party is presumed to be the location indicated by it, unless the other party proves that the party indicating its location does not have a place of business in that location

2. If a party does not specify a place of business and has more than one place of business, for the purposes of this Convention, the place of business that is most closely related to the relevant contract shall be its place of business, taking into account the circumstances known or imagined by both parties at any time before or at the time of the formation of the contract

3. If a natural person has no place of business, their habitual residence shall prevail

4. A place of business does not only become a place of business due to one of the following two reasons: (a) it is the place where the supporting equipment and technology of the information system used by one party to enter into the contract are located; (b) It is a place where other parties can enter the information system

5. Just by using a domain name or email address associated with a specific country, it cannot be inferred that one party's business location is in that country

Article 7 Requirements for Providing Information: The provisions of this Convention shall not affect the application of any legal rules that may require the parties to disclose their identity, place of business or other information, nor shall they exempt the parties from the legal consequences of making inaccurate, incomplete or false statements in this regard/ p>

Chapter 3: Use of Electronic Communications in International Contracts
Article 8 Legal Recognition of Electronic Communications
1 The validity or enforceability of a communication or contract shall not be denied solely on the grounds that it is in electronic communication form

2. The provisions of this Convention do not require the parties to use or accept electronic communications, but their agreement to use or accept electronic communications may be inferred based on their actions

Article 9 Formal Requirements
1 The provisions of this Convention do not require a communication or a contract to be made, concluded or evidenced in any particular form

2. Where the law requires a communication or contract to be in writing, or specifies consequences for not using written form, if the information contained in an electronic communication can be accessed for future reference, that requirement is met

3. Where the law requires a communication or a contract to be signed by the parties, or provides consequences for the absence of a signature, for an electronic communication, that requirement is met if:

(a) A method was used to identify the identity of the party and indicate their intention regarding the information contained in the electronic communication; And also

(b) The method used is:

From various perspectives, including any relevant agreements, it is both appropriate and reliable for the purpose of generating or transmitting electronic communications; Or

It has been proven, either on its own or in combination with further evidence, that it has fulfilled the function described in item (a) above

4. Where the law requires a communication or contract to be provided or retained in its original form, or specifies the consequences of the absence of an original, for an electronic communication, that requirement is met if:

(a) The integrity of the information contained in this electronic communication is reliably guaranteed from the time it is first generated in its final form - electronic communication or other forms; And also

(b) If information contained in electronic communication is requested, the information can be displayed to the person requesting the information

5. In the fourth paragraph (a):

(a) The standard for evaluating integrity should be whether the information is still complete and has not been altered, except for any additional endorsements and any changes that occur during normal communication, storage, and display processes; And also

(b) The required reliability standards should be evaluated based on the purpose of generating information and all relevant circumstances

Article 10 Time and Place of Sending and Receiving Electronic Communications
1 The time of dispatch of an electronic communication is the time when it leaves the information system under the control of the sender or the party sending the electronic communication on behalf of the sender, or if the electronic communication has not yet left the information system under the control of the sender or the party sending the electronic communication on behalf of the sender, it is the time when the electronic communication is received

2. The time of receipt of electronic communication is the time when it can be retrieved by the recipient at the designated electronic address of the recipient. The time when an electronic communication is received at another electronic address of the recipient is the time when it can be retrieved by the recipient at that address and the recipient becomes aware that the electronic communication has been sent to that address. When an electronic communication reaches the recipient's electronic address, it should be assumed that the recipient is able to retrieve the electronic communication

3. Electronic communication considers the place where the sender has a place of business as its place of dispatch, and the place where the recipient has a place of business as its place of receipt, with the place of business determined in accordance with Article 6

4. Even if the location of the information system supporting electronic addresses may be different from the place of receipt of electronic communications identified under paragraph 3 of this article, paragraph 2 of this article still applies

Article 11 Invitation to Make an Offer: A proposal to enter into a contract made through one or more electronic communications, which is not addressed to one or more specific parties but is available for general inquiry by parties using information systems, including proposals to place orders through interactive applications through such information systems, shall be deemed an invitation to make an offer, except where it is explicitly stated that the proposing party intends to be bound by the proposal when it is accepted

Article 12: The use of automatic message systems in contract formation Contracts concluded through the interaction between automatic message systems and natural persons, or through the interaction between several automatic message systems, shall not be invalidated or unenforceable solely on the grounds that no natural person reviews or intervenes in every action taken by these systems or the resulting contract

Article 13: Reference to Contract Terms: If one party negotiates part or all of the contract terms through the exchange of electronic communications, the provisions of this Convention shall not affect the application of any legal rules that may require it to provide electronic communications containing contract terms to the other party in a specific manner, nor shall they exempt one party from the legal consequences of failing to do so

Article 14 Errors in Electronic Communications
1 If a natural person makes an input error in an electronic communication with another party through an automated message system, and the automated message system does not provide that person with an opportunity to correct the error, that person or the party they represent has the right to withdraw the part of the electronic communication where the input error occurred:

(a) The natural person or the party represented by them shall notify the other party of the error as soon as possible after discovering it, and indicate that an error has occurred in the electronic communication; And also

(b) The natural person or the party represented by them has neither used nor benefited from any significant benefits or value that may arise from any goods or services received from the other party

2. The provisions of this article shall not affect the application of any legal rules that may provide for the consequences of any errors other than those mentioned in the first paragraph

Article 15: The depositary hereby designates the Secretary General of the United Nations as the depositary of this Convention

Article 16: Signature, Approval, Acceptance or Recognition
1 This Convention shall be open for signature by all States at the United Nations Headquarters in New York from January 16, 2006 to January 16, 2008

2. This Convention shall be subject to ratification, acceptance or recognition by the signatory countries

3. From the date of opening for signature, this Convention is open for accession by all non signatory countries

4. The instruments of ratification, acceptance, approval, and accession shall be deposited with the Secretary General of the United Nations

Article 17 Participation of Regional Economic Integration Organizations
1 Regional economic integration organizations composed of sovereign states and having jurisdiction over certain matters governed by this Convention may also sign, ratify, accept, recognize or join this Convention. In this case, the rights and obligations of the regional economic integration organization shall be the same as those of the contracting states, but only within the scope of its jurisdiction over the matters governed by this Convention. When considering the number of contracting states in this convention, an organization other than a member state of a regional economic integration organization that has become a contracting state of this convention shall not be counted as a contracting state

2. Regional economic integration organizations shall make a declaration to the depositary at the time of signature, ratification, acceptance, recognition or accession, indicating which matters governed by this Convention have been transferred from their member States to the organization. If there is any change in the allocation of jurisdiction specified in the declaration made under this paragraph, including a new transfer of jurisdiction, the regional economic integration organization shall promptly notify the depositary

3. When necessary, any reference to "a contracting state" or "each contracting state" in this Convention shall apply equally to regional economic integration organizations

4. For any regional economic integration organization whose rules apply to parties whose respective places of business are located in any member state of such organization listed in the declaration made under Article 21, this Convention shall not prevail in the event of a conflict with this Convention

Article 18 Effect on National Territorial Units
1 If a contracting state has two or more territorial units, each of which applies a different legal system to the matters covered by this Convention, it may declare at the time of signature, ratification, acceptance, approval or accession that this Convention applies to all its territorial units or only to one or more of them, and may at any time make another declaration to modify its declaration

2. This declaration shall be notified to the depositary and shall clearly indicate the territorial units to which this Convention applies

3. Due to a declaration made in accordance with this provision, this Convention applies to one or more but not all territorial units of a Contracting State, and if a party's place of business is within that State, for the purposes of this Convention, that place of business shall be deemed not to be within a Contracting State unless that place of business is within a territorial unit to which this Convention applies

4. If a contracting state fails to make a declaration in accordance with the first paragraph of this article, this Convention shall apply to all territorial units of that state

Article 19 Declaration on Scope of Application
1 Any contracting state may declare under Article 21 that it applies this Convention only in the following circumstances:

(a) The countries mentioned in the first paragraph of Article 1 are contracting parties to this Convention; Or

(b) The parties agree to apply this Convention

2. Any contracting party may apply it in accordance with Article 21