Abstract

This article analyzes the application of liquidated damages (LD) clauses within the framework of the 1980 Vienna Convention on Contracts for the International Sale of Goods (CISG). Due to differences between common law and civil law systems, the CISG does not directly regulate LD clauses, thereby creating a legal gap. By examining the principle of freedom of contract, the scope of application, and the gap-filling principle under the CISG, together with international case law, the article clarifies how the validity of LD clauses and the adjustment of compensation amounts may be addressed. It then identifies practical considerations for parties to international sales contracts.

Keywords: CISG, freedom of contract, international sales contracts, legal gap, liquidated damages.