Abstract: In the era of the digital economy, software has become a common subject of transactions in cross-border contracts. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention 1980 – CISG) is an international treaty widely applied to sales contracts with international elements. However, applying the CISG to contracts involving software requires considering whether software can be regarded as “goods” and what types of software contracts can be considered “sales contracts.” Employing doctrinal research and comparative methods, this article focuses on evaluating the applicability of the CISG to software contracts and the practice of dispute resolution worldwide. The article then proposes some implications for Vietnam in the process of applying the CISG.
Key words: CISG, goods, software, software contracts.
1. Introduction
Since its adoption, the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention 1980 – CISG) has effectively fulfilled its role as a common legal framework governing international commercial transactions between merchants. At present, the CISG has nearly 100 member states[1], demonstrating its widespread recognition and use, as well as its profound influence on global trade. However, international commerce continues to evolve, while the CISG was adopted almost half a century ago. This requires flexibility in its application to ensure that the CISG remains compatible with the modern commercial context.
In the digital economy, software has increasingly become a subject of exchange and transactions among parties engaged in international business. If the CISG can be applied to software-related contracts, the Convention may contribute to establishing a solid legal framework, safeguarding the parties’ rights and interests, and reducing risks arising from such contracts.
The question arises: whether software and software-related contracts fall within the scope of application of the CISG, a convention adopted at a time when transactions involving software were still an abstract concept? For the CISG to apply to software contracts, two key conditions must be met: (i) software must be regarded as a type of “goods,” and (ii) software-related contracts must be characterized as contracts for the sale of goods. The following analysis indicates that, although there is no obstacle to considering software as goods, only software sale (transfer) contracts possessing characteristics similar to sales of goods contracts may qualify. Therefore, the CISG may only be suitable for this group of contracts.
This article focuses on analysing the legal aspects related to software and software sales contracts in the context of the digital economy, thereby assessing the applicability of the CISG to software sales contracts. Based on an examination of the provisions of the CISG, academic studies, and the experience of certain countries in applying the CISG, the article aims to propose several possible approaches for Viet Nam in the process of applying the CISG and developing and improving its legal framework.
2. Overview of software and software sales contracts
2.1. The concept of software and the possibility of considering software as goods
Software or computer software is a term in the field of information technology, emerging along with the development of digital technology. Globally, the concept of software has been interpreted and understood in various ways. Software may be regarded as programs used by computers to perform specific tasks[2] serving societal needs. Software must be associated with computers and is used to describe instructions and sets of data that enable a computer to function; without software, a computer cannot perform any function[3]. Software is also considered a collection of programs, concepts, tools, and methods used to create a system that operates on a computer[4]. In Viet Nam, software is defined as “a computer program described by a system of symbols, codes, or languages to control digital devices to perform certain functions”[5].
Software includes instructions that cause hardware to operate in a specific and defined manner[6]. Typically, software is classified into standard software, custom-made software, and customized software. Standard software refers to software already developed in advance, intended to meet the needs of multiple customers - broader in scope compared to custom-made software, which is designed only for the needs of a specific customer[7]. Customized software is a combination of standard software and custom-made software, depending on user requirements to provide suitable customization. It can be seen that software has the following basic characteristics: (i) a collection of programs, symbols, codes, or languages; (ii) associated with the operation of computers; (iii) without software, computers cannot perform functions or tasks. Software plays an important role in societal and economic development, particularly in the current context. It serves as a pillar influencing technological advancement and contributes to a modern society, significantly affecting human life.
Thus, can software be regarded as a type of goods in transactions between parties? To answer this question, it is necessary to clarify what goods are and what attributes they possess, thereby identifying the possibility of software being classified as a type of goods on the market. Linguistically, goods in their simplest sense are understood as objects (not persons) that can be owned and transported (by means of transportation such as road or rail)[8]. From this perspective, goods are defined in a relatively narrow manner, and the fact that goods can be transported by a means of transport implies that they must be tangible. From an economic perspective, goods (goods or commodities) are described as “tangible economic products that directly or indirectly contribute to satisfying human needs”[9]. Under this view, goods must be visible and must meet or serve the needs of human beings. According to the United States Uniform Commercial Code, goods include all things (including specially manufactured goods) that are movable at the time of identification to the contract for sale[10]. At the same time, goods must exist (be tangible) and be identified before any interest in them can be transferred. If they do not simultaneously exist and are not clearly identified, they are considered “future goods”[11]. Thus, the United States defines goods based on their tangible existence and movability, yet an object that does not meet these conditions may still be considered a type of goods formed in the future.
Under Vietnamese law, goods are products that may be exchanged, bought, and sold on the market[12] and include all movable property, including movable property formed in the future, and items attached to land[13]. In other words, anything that may be exchanged, bought, and sold on the market is regarded as goods, provided it is not prohibited by law. Unlike the economic definition - in which goods are “tangible” products - in the legal field, products formed in the future that are “intangible” may still be considered goods.
In summary, based on the above conditions and criteria, software satisfies such requirements and may also be regarded as a type of goods in the market because it can be transferred (exchanged, bought, and sold) and transported through various means and methods to meet the needs of individuals and society. However, when considering the attribute of “tangibility,” software may be limited in being designated as a type of goods in the market. In legal scholarship, tangibility is understood as having a physical form or being perceptible by the senses.[14] Under this interpretation, goods must possess a certain material form, be touchable, visible, easily perceptible, and capable of being owned. This viewpoint has led to objections arguing that tangibility is an “obstacle” to classifying software as goods.[15] Nevertheless, in light of technological advancements, expanding relevant concepts to recognize software as goods is necessary and appropriate to adapt to and meet the needs of society in general and international commerce in particular in the era of digital transformation.
2.2. The concept and characteristics of software sales contracts
Software contracts emerged alongside the development of technology and from the time software appeared on the market and became an object of transactions. Software is the subject of such contracts, with all terms and agreements centered on the software. A software contract is an agreement recording the rights and obligations between a party that creates the software and a party that is the client, aimed at developing the software[16]. Here, software development is understood in the broadest sense, meaning that the software will be known, used, and exploited, not merely jointly built or further improved by the parties. Generally, software contracts establish the rights and obligations of the parties regarding tasks such as development, licensing, use, transfer, and maintenance of the software. The question arises as to which type of software contract can be regarded as a contract for the sale of goods.
In practice, software contracts can be classified as follows: (i) Software development contracts: the parties enter into an agreement specifying the functions, duties, and work of each party to continue the development and completion of the software; (ii) Software licensing contracts: concerning limitations on time, the number of users of the software, with ownership rights not being transferred; (iii) Software maintenance contracts (similar to service contracts): these contracts aim to ensure that software is inspected, maintained, or repaired periodically or in case of malfunction, with the obligations usually borne by the creator and owner of the software; (iv) Software sales (transfer) contracts: these are understood as contracts in which the creator or owner of the software transfers ownership rights to the client.
First, software development contracts are usually concluded with the purpose of developing and completing the software according to the specific requirements of the client. In such contracts, the parties clearly define the responsibilities and tasks of each party during the software development process. However, at this stage, the software is not yet complete and cannot be regarded as a product ready for ownership or use. Therefore, this is not a sale contract but a contract for collaborative product development.
Next, software licensing contracts involve granting the client the right to use the software within a specified scope. Although the software has been completed and put into use, ownership of the software remains with the provider, and the client only has the right to use it under certain conditions and limitations, such as restrictions on time, number of users, or scope of use. Therefore, this type of contract cannot be regarded as a sale contract, as ownership of the software is not transferred.
Software maintenance contracts are of a service nature, aiming to maintain and repair the software in case of malfunction or periodically. These contracts are concluded to ensure that the software operates stably throughout its usage period but do not involve the transfer of ownership. Therefore, these contracts are also not considered sale contracts.
Finally, software sales or transfer contracts are the type of contracts most closely resembling contracts for the sale of goods. When such a contract is concluded, the creator and owner of the software transfers ownership to the client, and the software fully belongs to the client, no longer being subject to licensing or maintenance conditions. Most international software contracts include the transfer of a ready-to-install computer program (standard or customized software) in exchange for a monetary payment[17]. Essentially, if software can be regarded as goods, contracts in this group may be considered contracts for the sale of goods[18], as one party has the obligation to supply a type of goods (software) in return for a specific benefit (money).
Thus, among the types of software contracts, only software sales (transfer) contracts are the closest to contracts for the sale of goods. Consequently, the following part of this article will focus exclusively on this type of contract.
3. The applicability of the Vienna Convention 1980 to software sales contracts
3.1. The concept of goods under the CISG
First, it should be affirmed that the CISG does not contain any provision or direct definition of “goods” - the primary object for determining the scope of the Convention in international sales contracts. However, the CISG clearly stipulates in Article 1(1) that it applies only to “contracts for the sale of goods.” Therefore, in transactions or contract conclusions, the object must be “goods” in the form of a “sale” to fall within the scope of the CISG.
Although the CISG does not directly define goods, the concept gradually emerges and is clarified through various provisions with specific conditions. One important method used by the CISG to determine goods is through exclusion, whereby certain types of goods are explicitly excluded from the scope of the Convention under Article 2. Specifically, goods intended for personal, family, or household use, or goods sold at auction, as well as goods such as stocks, ships, aircraft, and electricity, are not governed by the CISG. This indicates an important characteristic: the CISG does not differentiate between tangible and intangible goods, but only requires that goods meet certain characteristics. Consequently, the concept of goods under the CISG can be broader and more flexible, including goods that did not exist at the time the Convention was concluded, such as software or intellectual property assets.
A key factor in determining goods under the CISG is their movability. Article 30 of the CISG stipulates the obligations of the seller, requiring the seller to “deliver the goods, hand over documents relating to the goods, and transfer the property in the goods to the buyer.” This demonstrates that goods must be movable, meaning they can be delivered and received by the parties in a transaction. However, the CISG does not prescribe any specific means or methods of delivery, but only requires that the seller fulfill their obligations, ensuring that ownership of the goods is fully transferred to the buyer. This provides significant flexibility in applying different methods of transport and facilitates the application of the CISG to intangible goods, such as software, without being constrained by traditional modes of delivery.
In addition, Article 6 of the CISG allows the parties to a contract to freely modify or exclude the application of certain provisions of the Convention. This demonstrates that the CISG is not a rigid regulatory system but provides flexibility for the parties to agree on contractual terms, thereby extending the applicability of the Convention to new objects such as software, or to other forms of transactions in modern commerce.
In summary, although the CISG does not provide a specific definition of goods, this concept is determined and identified through relevant provisions in the Convention, such as the ability to transfer ownership. Since the CISG does not distinguish goods based on tangibility or intangibility, except for cases excluded under Article 2, other types of goods, including software, may fall within the scope of the CISG.
3.2. Conditions for applying the Vienna Convention 1980 to software sales contracts
In order to apply the CISG to software sales contracts, aside from the contract having an international element (which is beyond the scope of this article), the following two important factors must be considered: (i) the software must be regarded as a type of goods; (ii) the software sales contract must be considered a contract for the sale of goods.
First, software must be regarded as goods.
Based on the determination of goods under the provisions of the CISG as analyzed above, software can be considered a type of goods and may be transacted between the seller and the buyer like conventional, ordinary goods. First, goods under the CISG are not required to possess the characteristic of being tangible or intangible. Therefore, regardless of the form or nature of the software, it is highly likely that the CISG can still be applied to transactions and contracts related to its sale. In today’s context, may software be regarded as a digital good and an indispensable component in commercial transactions?[19].
When software is recognized as goods, it does not fall under the cases excluded from the scope of the CISG. Article 2 of the Convention does not specifically exclude software as goods; of course, software sold at auction remains outside the application of the CISG. However, in general, software is implicitly a type of goods that may be regulated by the CISG. From another perspective, applying the CISG to software-related transactions is necessary and beneficial, as it helps support and mitigate risks for both the seller and the buyer when concluding contracts for the sale and transfer of ownership of software.
Software may be transferred in either physical or electronic form[20], and the CISG does not prescribe the method of delivery of goods. Accordingly, software can be regarded as goods for transfer. It can be delivered through traditional means or electronically, provided that it can reach the buyer - thereby satisfying the movability requirement of goods under the CISG.
It is evident that, from the perspective of the CISG, software can fully meet the conditions to be considered a type of goods within the scope of the Convention, regardless of the fact that the Convention originated at a time when software had not yet developed as extensively as it has today. The term “goods” in the CISG may be interpreted broadly and should also be applied to software sales[21] to suit the context of contemporary international commerce.
Second, software sales contracts must have the characteristics of contracts for the sale of goods.
Software sales contracts may be concluded under different names and forms. Therefore, to be regarded as a sale contract under the CISG, a software sales contract must satisfy certain conditions. Based on the reasoning above, software transfer contracts are the closest to contracts for the sale of goods according to the CISG approach.
Although the CISG does not provide a definition of a contract for the sale of goods, it is evident that a sales contract under the CISG perspective possesses certain characteristics. The content of the contract typically includes elements related to the obligations and rights between the seller and the buyer, quantity, payment, and delivery. The seller has the obligation to deliver the goods and transfer ownership of the software (goods) to the buyer (Article 30 CISG), while the buyer has the obligation to take delivery and make payment (Article 53 CISG). To recognize a transaction as a sale, it is necessary to ensure that the ownership of the goods is transferred and that the goods can become an object of ownership. When ownership of the goods is successfully transferred, the recipient is considered to have full control and complete rights over the goods (Articles 41 and 42 CISG). Furthermore, the contract must predominantly involve a sale rather than the provision of services to fall under the scope of Article 3 CISG. In addition, regardless of the form in which a software sales contract is concluded, it falls within the scope of the CISG, as the Convention does not limit the form of contract formation, which is commonly in writing according to the regulations of some countries (Article 11 CISG).
It can be observed that once software is regarded as goods, a software sales or transfer contract also satisfies the characteristics of a contract for the sale of goods under the CISG. In particular, when the seller transfers ownership of the software to the buyer, the buyer obtains full authority over the software without requiring the consent of the seller.
In conclusion, generally, software sales contracts meet the criteria of the CISG and can fully be subject to the Convention to govern international transactions regarding software sales. It should be noted that the name of the contract is not important; as analyzed below, the decisive factor is the substance of the contract.
4. Experiences of countries in applying the CISG to software sales contracts and proposals for Viet Nam
4.1. Experiences of applying the CISG by countries concerning software sales contracts
In the Netherlands, the court has previously heard and resolved disputes related to an “online software license agreement” (Corporate Web Solutions Ltd. v. Vendorlink B.V)[22]. In that case, the seller provided software on an online platform, and the buyer “purchased” it by downloading, after which the buyer transferred the software to a third party. The seller alleged that the buyer had violated the “online software license agreement.” The court reasoned that the CISG does not define goods in Article 1. However, pursuant to Article 7, the CISG should be interpreted in a manner that allows for wide applicability, taking into account its international character and its mission to promote uniformity and consistency in its application. Consequently, the court argued that, ultimately, the purpose of the CISG is to gradually remove and eliminate barriers in international trade law; therefore, the term “goods” should be understood in its broadest sense, including intangible assets as goods. On this basis, the court held that applying the CISG to software was reasonable, even if it was not recorded on a physical medium such as a USB, DVD, or CD.
After determining that the software in this case could also be regarded as goods under the CISG, the court assessed that the buyer had used the software without any time limitation and made only a single payment, thereby satisfying the CISG provisions regarding the seller’s delivery of goods and the buyer’s payment. In the case, the seller delivered the goods by providing them on an online platform for the buyer to download and use (take delivery), and the buyer paid the price. Therefore, this constitutes the substance of a sale of goods transaction under the CISG according to Articles 41 and 42. Consequently, the seller had no right to sue as the ownership of the software had been transferred to the buyer. Even if the buyer transferred ownership to any third party, the seller could not intervene. On this basis, the court concluded that, regardless of the contract’s name, in substance it remained a contract for the sale of goods. Finally, the court held that the buyer’s transfer of ownership of the software to a third party did not violate the agreement between the buyer and the seller.
Overall, the Dutch court based its reasoning on the factual circumstances of the case within the framework of the CISG. The court recognized the software as goods in a broad sense, and the software license agreement in this instance was of the nature of a contract for the sale of goods. Based on this reasoning, the Dutch court applied the CISG effectively and reasonably, providing a useful reference for other countries in resolving similar disputes.
The issue of applying the CISG to software sales contracts[23] shows significant differences across court decisions, reflecting a lack of uniformity in the application of the CISG to transactions involving software. Some courts, particularly in Germany, such as OLG Köln and OLG München, have distinguished between standard software and custom-made software, holding that the CISG applies only to standard software and not to software developed according to the buyer’s specifications. These courts relied on the provisions of Article 3(1) of the CISG, which states that the CISG applies to contracts for the sale of goods, including goods manufactured or produced to the buyer’s order, provided that the greater part of the transaction consists of a sale of goods. However, they excluded custom-made software because it was considered to have a service character rather than being goods within the scope of the CISG.[24]
This contrasts with the view of other courts, such as the HG Zürich Court (Switzerland), in its decision dated 17 February 2000, where the sale of software and hardware together was treated as a sale of goods transaction, and the CISG was applied.[25] The court referred to Article 1 of the CISG, which provides that the Convention applies to contracts for the sale of goods between member states. It also relied on Article 3(1), affirming that the CISG may apply not only to tangible goods but also to intangible products, provided that ownership can be transferred. The HG Zürich Court held that, although software is intangible, the essence of the transaction is still a sale of goods, and software should be regarded as a product whose ownership can be transferred; therefore, the CISG applies.
These differences in applying the CISG to software mainly reflect the distinction between standard goods and goods manufactured to order. While some courts consider custom-made software may not constitute goods under the CISG, other courts view that the CISG does not distinguish between tangible and intangible goods, and as long as the transaction involves the transfer of ownership, it can be regarded as a sale of goods contract under the CISG.
4.2. Legal implications for Viet Nam
Based on the analyses and international experiences discussed above, it can be observed that applying the CISG to software sales contracts raises several practical issues for both enterprises and dispute resolution authorities in Viet Nam. The differences in judicial practice among CISG member states indicate a significant risk of inconsistent interpretation, particularly when dealing with software contracts that have diverse names and structures.
Therefore, the first important implication for Vietnamese enterprises is the need to accurately identify the nature of the transaction before entering into contracts with foreign partners. Enterprises must determine whether the contractual relationship aims at transferring ownership of the software—constituting a sale of goods - or is merely concerned with granting usage rights, maintenance, or development according to specific requirements, which inherently has a service character. This classification is crucial because it determines the applicability of the CISG in the event of a dispute. In practice, there are many cases where parties use terms such as “license” or “software provision,” but the contract’s content reflects the essence of a sale of goods transaction. Therefore, enterprises need to possess the skills to carefully review and assess contract terms regarding the object of the contract, the scope of the buyer’s rights, the degree of ownership transfer, and the method of payment, in order to avoid unintended application of the CISG or the exclusion of rights when disputes arise.
In addition, enterprises also need to take a more proactive approach in negotiating and recording clauses regarding the applicable law. For many software transactions, explicitly choosing to “apply” or “exclude” the CISG can significantly reduce disputes over the Convention’s scope, especially given the international practice differences regarding whether standard software, custom-made software, or software bundled with services should be regarded as goods. A clear choice-of-law clause ensures predictability concerning the rights and obligations of the enterprise while mitigating risks arising from divergent interpretations across legal systems.
For dispute resolution authorities in Viet Nam, an important implication is the need to focus on the interpretative approach that “takes into account the international character of the Convention, the need to promote uniformity in its application, and adherence in international trade,” in the spirit of Article 7 of the CISG. When the CISG is chosen as the governing law, concepts such as “goods,” “delivery,” “transfer of ownership,” or “lack of conformity” must be interpreted based on the CISG and relevant international practices, rather than domestic legal concepts heavily influenced by the view that goods are tangible objects. Broad reference to international case law, judgments of courts in member states, and opinions of the CISG Advisory Council can contribute to maintaining uniformity in the Convention’s application, while ensuring that Viet Nam’s dispute resolution practices align with the international spirit of the CISG.
In contracts of a mixed nature involving both software and services, dispute resolution authorities need to analyze the contract as a whole to identify the predominant element of the transaction. If the core of the contract is the delivery of a complete software product in exchange for a payment, the contract retains the nature of a sale of goods and may fall within the scope of the CISG, even if the contract also includes ancillary obligations such as installation or technical support. Conversely, if the main purpose of the contract is the development of software according to specific requirements, which constitutes a service, the CISG should not be applied. This approach aligns with Article 3 of the CISG and reflects common international practice.
Recognizing software as a type of goods will facilitate software sales and transfer contracts in practice by providing a solid legal framework to protect the legitimate rights of the contracting parties. In the future, Viet Nam’s legal system moving towards broadly acknowledging software as goods in cross-border transactions – in line with the flexible interpretative approach of the CISG – will help enterprises access the global commercial environment with greater predictability. This integration not only facilitates the resolution of disputes related to software contracts but also enhances Viet Nam’s capacity to adopt and apply international legal standards.
5. Conclusion
The expansion of digital commerce has made software an important transactional object, raising the need to assess the applicability of the CISG to such contracts. The analysis in this paper shows that the CISG, with its principle-based approach and flexible interpretative capacity, can fully govern software sales contracts when the software is delivered as a complete product and ownership rights are transferred. This confirms that the CISG is not limited to tangible goods but can also encompass digital products.
A key practical implication is that Vietnamese enterprises need to clearly understand the nature of software contracts to accurately determine the scope of the CISG’s application and proactively manage risks in cross-border transactions. For dispute resolution authorities, respecting autonomous interpretative methods and widely referencing international practice is crucial to ensuring consistency and alignment with the spirit of the Convention.
Overall, the CISG can serve as an effective tool for international software transactions, enhancing predictability, reducing legal conflicts, and supporting Viet Nam’s deeper integration into global digital commerce.
References
1. Uniform Commercial Code 1952 (United States).
2. Law on Information Technology 67/2006/QH11 (amended and supplemented in 2017, 2023).
3. Law on Prices 16/2023/QH15
4.Law on Commerce 36/2005/QH11 (amended and supplemented in 2017, 2019)
5. CISG Advisory Council (2025), Opinion No 4 –
Contracts for the Sale of Goods to Be Manufactured or Produced and Mixed
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19.KIM W.TRACY, SOFTWARE: A TECHNICAL HISTORY (VOL.
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20. Case Corporate Web Solutions Ltd. v. Vendorlink B.V., 2015, https://cisg-online.org/search-for-cases?caseId=8505 (accessed on July 26, 2025).
[*] Legal Officer – Messer Vietnam. Email: giangnguyen.legal@gmail.com, approved for publication on November 28, 2025.
[**] Ph.D., Faculty of Law, University of Economics Ho Chi Minh City. Email: duydk@ueh.edu.vn
[1] UNCTRAL, Status: United Nations Convention on Contracts
for the International Sale of Goods (Vienna, 1980) (CISG), https://uncitral.un.org/en/texts/salegoods/conventions/sale_of_goods/cisg/status (accessed July 19, 2025).
[2] Oxford Learner’s Dictionaries, Software, https://www.oxfordlearnersdictionaries.com/definition/english/software?q=software (accessed July 22, 2025).
[3] Sarah Green & Djakhongir Saidov, Software
as goods, Journal of Business Law, tr. 1 (2007).
[4] KIM W.TRACY, SOFTWARE: A TECHNICAL HISTORY
(VOL. 00038), ACM BOOKS, 2 (2021).
[5] Clause 12, Article 4, Law on Information Technology 2006.
[6] CHRIS REED, COMPUTER LAW, 7th EDITION, OXFORD
UNIVERSITY PRESS, tr. 47 (2011). https://fdslive.oup.com/www.oup.com/academic/pdf/13/9780199696468_chapter1.pdf (accessed July 24, 2025).
[7] Ibid., p. 48.
[8] Cambridge Dictionary, Goods, https://dictionary.cambridge.org/dictionary/english/goods (accessed July 23, 2025).
[9] NGUYEN VAN NGOC, ECONOMIC DICTIONARY, National Economics University Publishing House, 201 (2006).
[10] Except for currency used to pay prices, investment securities, and property rights (things in action). “Goods” also include unborn young of animals, growing crops, and other identified objects attached to real estate as provided in the provisions on goods severed from real estate. See also Section 2(1), Uniform Commercial Code, United States, https://www.law.cornell.edu/ucc/2/2-105 (accessed July 23, 2025).
[11] A transaction considered as a sale of future goods or any interest therein shall be understood as a contract for the sale of future goods. See also Section 2(2), Uniform Commercial Code, United States, https://www.law.cornell.edu/ucc/2/2-105 (accessed July 23, 2025).
[12] Clause 1, Article 4, Law on Prices 2023.
[13] Points a, b, Clause 2, Article 3, Law on Commerce 2005.
[14] HENRY CAMPBELL BLACK, BLACK’S LAW DICTIONARY, WEST PUBLISHING CO, 1456 (1990).
[15] Louise Longdin, Liability for Defects in Bespoke
Software: Are Lawyers and Information Scientists Speaking the Same Language?,
International Journal of Law and Information Technology Vol 8 (1), Oxford
University Press, p.11, (2000).
[16] The Law Dictionary (2025), Software
Contract, https://thelawdictionary.org/software-contract/ (accessed July 23, 2025).
[17] Frank
Diedrich, Maintaining Uniformity in International Uniform Law via
Autonomous Interpretation: Software Contracts and the CISG,
Pace International Law Review 8, p. 304, (1996).
[18] Ibid., 15, p. 326.
[19] Ulrich Magnus, Digital goods and the CISG, Journal of Law & Commerce Vol 43, 147 (2025).
[20] Aymen Masadeh, Classification of Software Contract, Mountbatten Journal of Legal Studies
Vol 9: No1&2, p. 46 (2005).
[21] Angelika Kunicka, Electronic Goods in the Light of the
United Nations Convention on the Contracts For the International Sale of Goods
(CISG) in Relation to Software, Prawo Mediow Elektronicznych, p. 32
(2019).
[22] Case Corporate Web Solutions Ltd. v. Vendorlink B.V., 2015. In this case, the plaintiff (seller) was a company based in Canada and the defendant (buyer) was a company based in the Netherlands. Both the Netherlands and Canada are Contracting States to the CISG, see also at: https://cisg-online.org/search-for-cases?caseId=8505 (accessed July 26, 2025).
[23] CISG Advisory Council, Opinion No 4 -
Contracts for the Sale of Goods to Be Manufactured or Produced and Mixed
Contracts (Article 3 CISG), https://cisgac.com/opinions/cisgac-opinion-no-4/ (accessed August 4, 2025).
[24] Ibid., 25.
[25] Ibid., 25.
