United Nations

A/RES/43/165


General Assembly

Distr. GENERAL  

9 December 1988

ORIGINAL:
ENGLISH



                                                       A/RES/43/165
                                                       76th plenary meeting
                                                       9 December 1988
 
 
   43/165.  United Nations Convention on International Bills of Exchange
            and International Promissory Notes
 
   The General Assembly,
 
   Recalling its resolution 2205 (XXI) of 17 December 1966, by which it
created the United Nations Commission on International Trade Law with a
mandate to further the progressive harmonization and unification of the law of
international trade and in that respect to bear in mind the interests of all
peoples, in particular those of developing countries, in the extensive
development of international trade,
 
   Being aware that the free circulation of bills of exchange and promissory
notes facilitates international trade and finance,
 
   Being convinced that the adoption of a convention on international bills of
exchange and international promissory notes will facilitate the use of such
instruments,
 
   Taking note with satisfaction of the decision of the United Nations
Commission on International Trade Law at its twentieth session to transmit the
text of the draft Convention on International Bills of Exchange and
International Promissory Notes to the General Assembly for its consideration,
 
   Recalling its resolution 42/153 of 7 December 1987, in which it requested
the Secretary-General to draw the attention of all States to the draft
Convention, to ask them to submit the observations and proposals they wished
to make on the draft Convention and to circulate those observations and
proposals to all Member States,
 
   Recalling also that in the same resolution it decided to consider, at its
forty-third session, the draft Convention, with a view to its adoption at that
session, and to create to that end a working group, in the framework of the
Sixth Committee, to consider the observations and proposals made by States,
 
   Being satisfied with the modifications in the draft Convention proposed by
the open-ended Working Group on the draft Convention on International Bills of
Exchange and International Promissory Notes, and expressing its appreciation
for the efforts of the Working Group,
 
   1.     Expresses its appreciation to the United Nations Commission on
International Trade Law for preparing the text of the draft Convention on
International Bills of Exchange and International Promissory Notes;
 
   2.     Adopts and opens for signature or accession the United Nations
Convention on International Bills of Exchange and International Promissory
Notes contained in the annex to the present resolution;
 
   3.     Calls upon all Governments to consider becoming party to the
Convention.
 
                                    ANNEX
         United Nations Convention on International Bills of Exchange
                      and International Promissory Notes
 
        CHAPTER I.  SPHERE OF APPLICATION AND FORM OF THE INSTRUMENT
                                  Article 1
   1.     This Convention applies to an international bill of exchange when it
contains the heading "International bill of exchange (UNCITRAL Convention)"
and also contains in its text the words "International bill of exchange
(UNCITRAL Convention)".
 
   2.     This Convention applies to an international promissory note when it
contains the heading "International promissory note (UNCITRAL Convention)" and
also contains in its text the words "International promissory note (UNCITRAL
Convention)".
 
   3.     This Convention does not apply to cheques.
 
                                  Article 2
   1.     An international bill of exchange is a bill of exchange which
specifies at least two of the following places and indicates that any two so
specified are situated in different States:
 
   (a)    The place where the bill is drawn;
   (b)    The place indicated next to the signature of the drawer;
   (c)    The place indicated next to the name of the drawee;
   (d)    The place indicated next to the name of the payee;
   (e)    The place of payment,
 
provided that either the place where the bill is drawn or the place of payment
is specified on the bill and that such place is situated in a Contracting
State.
 
   2.     An international promissory note is a promissory note which
specifies at least two of the following places and indicates that any two so
specified are situated in different States:
 
   (a)    The place where the note is made;
   (b)    The place indicated next to the signature of the maker;
   (c)    The place indicated next to the name of the payee;
   (d)    The place of payment,
 
provided that the place of payment is specified on the note and that such
place is situated in a Contracting State.
 
   3.     This Convention does not deal with the question of sanctions that
may be imposed under national law in cases where an incorrect or false
statement has been made on an instrument in respect of a place referred to in
paragraph 1 or 2 of this article.  However, any such sanctions shall not
affect the validity of the instrument or the application of this Convention.
 
                                  Article 3
   1.     A bill of exchange is a written instrument which:
   (a)    Contains an unconditional order whereby the drawer directs the
drawee to pay a definite sum of money to the payee or to his order;
   (b)    Is payable on demand or at a definite time;
   (c)    Is dated;
   (d)    Is signed by the drawer.
 
   2.     A promissory note is a written instrument which:
   (a)    Contains an unconditional promise whereby the maker undertakes to
pay a definite sum of money to the payee or to his order;
   (b)    Is payable on demand or at a definite time;
   (c)    Is dated;
   (d)    Is signed by the maker.
 
                         CHAPTER II.  INTERPRETATION
                        Section 1.  General provisions
 
                                  Article 4
   In the interpretation of this Convention, regard is to be had to its
international character and to the need to promote uniformity in its
application and the observance of good faith in international transactions.
 
                                  Article 5
   In this Convention:
 
   (a)    "Bill" means an international bill of exchange governed by this
Convention;
   (b)    "Note" means an international promissory note governed by this
Convention;
   (c)    "Instrument" means a bill or a note;
   (d)    "Drawee" means a person on whom a bill is drawn and who has not
accepted it;
   (e)    "Payee" means a person in whose favour the drawer directs payment to
be made or to whom the maker promises to pay;
   (f)    "Holder" means a person in possession of an instrument in accordance
with article 15;
   (g)    "Protected holder" means a holder who meets the requirements of
article 29;
   (h)    "Guarantor" means any person who undertakes an obligation of
guarantee under article 46, whether governed by paragraph 4 (b) ("guaranteed")
or paragraph 4 (c) ("aval") of article 47;
   (i)    "Party" means a person who has signed an instrument as drawer,
maker, acceptor, endorser or guarantor;
   (j)    "Maturity" means the time of payment referred to in paragraphs 4, 5,
6 and 7 of article 9;
   (k)    "Signature" means a handwritten signature, its facsimile or an
equivalent authentication effected by any other means; "forged signature"
includes a signature by the wrongful use of such means;
   (l)    "Money" or "currency" includes a monetary unit of account which is
established by an intergovernmental institution or by agreement between two or
more States, provided that this Convention shall apply without prejudice to
the rules of the intergovernmental institution or to the stipulations of the
agreement.
                                  Article 6
   For the purposes of this Convention, a person is considered to have
knowledge of a fact if he has actual knowledge of that fact or could not have
been unaware of its existence.
 
              Section 2.  Interpretation of formal requirements
                                  Article 7
   The sum payable by an instrument is deemed to be a definite sum although
the instrument states that it is to be paid:
 
   (a)    With interest;
   (b)    By instalments at successive dates;
   (c)    By instalments at successive dates with a stipulation in the
instrument that upon default in payment of any instalment the unpaid balance
becomes due;
   (d)    According to a rate of exchange indicated in the instrument or to be
determined as directed by the instrument; or
   (e)    In a currency other than the currency in which the sum is expressed
in the instrument.
                                  Article 8
   1.     If there is a discrepancy between the sum expressed in words and the
sum expressed in figures, the sum payable by the instrument is the sum
expressed in words.
 
   2.     If the sum is expressed more than once in words, and there is a
discrepancy, the sum payable is the smaller sum.  The same rule applies if the
sum is expressed more than once in figures only, and there is a discrepancy.
 
   3.     If the sum is expressed in a currency having the same description as
that of at least one other State than the State where payment is to be made,
as indicated in the instrument, and the specified currency is not identified
as the currency of any particular State, the currency is to be considered as
the currency of the State where payment is to be made.
 
   4.     If an instrument states that the sum is to be paid with interest,
without specifying the date from which interest is to run, interest runs from
the date of the instrument.
 
   5.     A stipulation stating that the sum is to be paid with interest is
deemed not to have been written on the instrument unless it indicates the rate
at which interest is to be paid.
 
   6.     A rate at which interest is to be paid may be expressed either as a
definite rate or as a variable rate.  For a variable rate to qualify for this
purpose, it must vary in relation to one or more reference rates of interest
in accordance with provisions stipulated in the instrument and each such
reference rate must be published or otherwise available to the public and not
be subject, directly or indirectly, to unilateral determination by a person
who is named in the instrument at the time the bill is drawn or the note is
made, unless the person is named only in the reference rate provisions.
 
   7.     If the rate at which interest is to be paid is expressed as a
variable rate, it may be stipulated expressly in the instrument that such rate
shall not be less than or exceed a specified rate of interest, or that the
variations are otherwise limited.
 
   8.     If a variable rate does not qualify under paragraph 6 of this
article or for any reason it is not possible to determine the numerical value
of the variable rate for any period, interest shall be payable for the
relevant period at the rate calculated in accordance with paragraph 2 of
article 70.
                                  Article 9
   1.     An instrument is deemed to be payable on demand:
   (a)    If it states that it is payable at sight or on demand or on
presentment or if it contains words of similar import; or
   (b)    If no time of payment is expressed.
   2.     An instrument payable at a definite time which is accepted or
endorsed or guaranteed after maturity is an instrument payable on demand as
regards the acceptor, the endorser or the guarantor.
   3.     An instrument is deemed to be payable at a definite time if it
states that it is payable:
   (a)    On a stated date or at a fixed period after a stated date or at a
fixed period after the date of the instrument;
   (b)    At a fixed period after sight;
   (c)    By instalments at successive dates; or
   (d)    By instalments at successive dates with the stipulation in the
instrument that upon default in payment of any instalment the unpaid balance
becomes due.
   4.     The time of payment of an instrument payable at a fixed period after
date is determined by reference to the date of the instrument.
   5.     The time of payment of a bill payable at a fixed period after sight
is determined by the date of acceptance or, if the bill is dishonoured by
non-acceptance, by the date of protest or, if protest is dispensed with, by
the date of dishonour.
   6.     The time of payment of an instrument payable on demand is the date
on which the instrument is presented for payment.
   7.     The time of payment of a note payable at a fixed period after sight
is determined by the date of the visa signed by the maker on the note or, if
his visa is refused, by the date of presentment.
   8.     If an instrument is drawn, or made, payable one or more months after
a stated date or after the date of the instrument or after sight, the
instrument is payable on the corresponding date of the month when payment must
be made.  If there is no corresponding date, the instrument is payable on the
last day of that month.
                                  Article 10
   1.     A bill may be drawn:
          (a)    By two or more drawers;
          (b)    Payable to two or more payees.
   2.     A note may be made:
          (a)    By two or more makers;
          (b)    Payable to two or more payees.
   3.     If an instrument is payable to two or more payees in the
alternative, it is payable to any one of them and any one of them in
possession of the instrument may exercise the rights of a holder.  In any
other case the instrument is payable to all of them and the rights of a holder
may be exercised only by all of them.
 
                                  Article 11
   A bill may be drawn by the drawer:
   (a)    On himself;
   (b)    Payable to his order.
 
              Section 3.  Completion of an incomplete instrument
                                  Article 12
 
   1.     An incomplete instrument which satisfies the requirements set out in
paragraph 1 of article 1 and bears the signature of the drawer or the
acceptance of the drawee, or which satisfies the requirements set out in
paragraph 2 of article 1 and paragraph 2 (d) of article 3, but which lacks
other elements pertaining to one or more of the requirements set out in
articles 2 and 3, may be completed, and the instrument so completed is
effective as a bill or a note.
 
   2.     If such an instrument is completed without authority or otherwise
than in accordance with the authority given:
 
   (a)    A party who signed the instrument before the completion may invoke
such lack of authority as a defence against a holder who had knowledge of such
lack of authority when he became a holder;
 
   (b)    A party who signed the instrument after the completion is liable
according to the terms of the instrument so completed.
 
                            CHAPTER III.  TRANSFER
                                  Article 13
   An instrument is transferred:
 
   (a)    By endorsement and delivery of the instrument by the endorser to the
endorsee; or
 
   (b)    By mere delivery of the instrument if the last endorsement is in
blank.
                                  Article 14
   1.     An endorsement must be written on the instrument or on a slip
affixed thereto ("allonge").  It must be signed.
 
   2.     An endorsement may be:
 
   (a)    In blank, that is, by a signature alone or by a signature
accompanied by a statement to the effect that the instrument is payable to a
person in possession of it;
 
   (b)    Special, that is, by a signature accompanied by an indication of the
person to whom the instrument is payable.
 
   3.     A signature alone, other than that of the drawee, is an endorsement
only if placed on the back of the instrument.
 
                                  Article 15
   1.     A person is a holder if he is:
 
   (a)    The payee in possession of the instrument; or
 
   (b)    In possession of an instrument which has been endorsed to him, or on
which the last endorsement is in blank, and on which there appears an
uninterrupted series of endorsements, even if any endorsement was forged or
was signed by an agent without authority.
 
   2.     If an endorsement in blank is followed by another endorsement, the
person who signed this last endorsement is deemed to be an endorsee by the
endorsement in blank.
 
   3.     A person is not prevented from being a holder by the fact that the
instrument was obtained by him or any previous holder under circumstances,
including incapacity or fraud, duress or mistake of any kind, that would give
rise to a claim to, or a defence against liability on, the instrument.
 
                                  Article 16
   The holder of an instrument on which the last endorsement is in blank may:
 
   (a)    Further endorse it either by an endorsement in blank or by a special
endorsement;
 
   (b)    Convert the blank endorsement into a special endorsement by
indicating in the endorsement that the instrument is payable to himself or to
some other specified person; or
 
   (c)    Transfer the instrument in accordance with subparagraph (b) of
article 13.
                                  Article 17
   1.     If the drawer or the maker has inserted in the instrument such words
as "not negotiable", "not transferable", "not to order", "pay (X) only", or
words of similar import, the instrument may not be transferred except for
purposes of collection, and any endorsement, even if it does not contain words
authorizing the endorsee to collect the instrument, is deemed to be an
endorsement for collection.
 
   2.     If an endorsement contains the words "not negotiable", "not
transferable", "not to order", "pay (X) only", or words of similar import, the
instrument may not be transferred further except for purposes of collection,
and any subsequent endorsement, even if it does not contain words authorizing
the endorsee to collect the instrument, is deemed to be an endorsement for
collection.
                                  Article 18
   1.     An endorsement must be unconditional.
 
   2.     A conditional endorsement transfers the instrument whether or not
the condition is fulfilled.  The condition is ineffective as to those parties
and transferees who are subsequent to the endorsee.
 
                                  Article 19
   An endorsement in respect of a part of the sum due under the instrument is
ineffective as an endorsement.
 
                                  Article 20
   If there are two or more endorsements, it is presumed, unless the contrary
is proved, that each endorsement was made in the order in which it appears on
the instrument.
                                  Article 21
   1.     If an endorsement contains the words "for collection", "for
deposit", "value in collection", "by procuration", "pay any bank", or words of
similar import authorizing the endorsee to collect the instrument, the
endorsee is a holder who:
 
   (a)    May exercise all rights arising out of the instrument;
 
   (b)    May endorse the instrument only for purposes of collection;
 
   (c)    Is subject only to the claims and defences which may be set up
against the endorser.
 
   2.     The endorser for collection is not liable on the instrument to any
subsequent holder.
                                  Article 22
   1.     If an endorsement contains the words "value in security", "value in
pledge", or any other words indicating a pledge, the endorsee is a holder who:
 
   (a)    May exercise all rights arising out of the instrument;
 
   (b)    May endorse the instrument only for purposes of collection;
 
   (c)    Is subject only to the claims and defences specified in article 28
or article 30.
 
   2.     If such an endorsee endorses for collection, he is not liable on the
instrument to any subsequent holder.
 
                                  Article 23
   The holder of an instrument may transfer it to a prior party or to the
drawee in accordance with article 13; however, if the transferee has
previously been a holder of the instrument, no endorsement is required, and
any endorsement which would prevent him from qualifying as a holder may be
struck out.
                                  Article 24
   An instrument may be transferred in accordance with article 13 after
maturity, except by the drawee, the acceptor or the maker.
 
                                  Article 25
   1.     If an endorsement is forged, the person whose endorsement is forged,
or a party who signed the instrument before the forgery, has the right to
recover compensation for any damage that he may have suffered because of the
forgery against:
 
   (a)    The forger;
   (b)    The person to whom the instrument was directly transferred by the
forger;
   (c)    A party or the drawee who paid the instrument to the forger directly
or through one or more endorsees for collection.
   2.     However, an endorsee for collection is not liable under paragraph 1
of this article if he is without knowledge of the forgery:
   (a)    At the time he pays the principal or advises him of the receipt of
payment; or
   (b)    At the time he receives payment, if this is later,
unless his lack of knowledge is due to his failure to act in good faith or to
exercise reasonable care.
 
   3.     Furthermore, a party or the drawee who pays an instrument is not
liable under paragraph 1 of this article if, at the time he pays the
instrument, he is without knowledge of the forgery, unless his lack of
knowledge is due to his failure to act in good faith or to exercise reasonable
care.
 
   4.     Except as against the forger, the damages recoverable under
paragraph 1 of this article may not exceed the amount referred to in
article 70 or article 71.
                                  Article 26
   1.     If an endorsement is made by an agent without authority or power to
bind his principal in the matter, the principal, or a party who signed the
instrument before such endorsement, has the right to recover compensation for
any damage that he may have suffered because of such endorsement against:
 
   (a)    The agent;
   (b)    The person to whom the instrument was directly transferred by the
agent;
   (c)    A party or the drawee who paid the instrument to the agent directly
or through one or more endorsees for collection.
 
   2.     However, an endorsee for collection is not liable under paragraph 1
of this article if he is without knowledge that the endorsement does not bind
the principal:
 
   (a)    At the time he pays the principal or advises him of the receipt of
payment; or
 
   (b)    At the time he receives payment, if this is later,
unless his lack of knowledge is due to his failure to act in good faith or to
exercise reasonable care.
 
   3.     Furthermore, a party or the drawee who pays an instrument is not
liable under paragraph 1 of this article if, at the time he pays the
instrument, he is without knowledge that the endorsement does not bind the
principal, unless his lack of knowledge is due to his failure to act in good
faith or to exercise reasonable care.
 
   4.     Except as against the agent, the damages recoverable under
paragraph 1 of this article may not exceed the amount referred to in
article 70 or article 71.
 
                     CHAPTER IV.  RIGHTS AND LIABILITIES
         Section 1.  The rights of a holder and of a protected holder
 
                                  Article 27
   1.     The holder of an instrument has all the rights conferred on him by
this Convention against the parties to the instrument.
 
   2.     The holder may transfer the instrument in accordance with article
13.
 
                                  Article 28
   1.     A party may set up against a holder who is not a protected holder:
 
   (a)    Any defence that may be set up against a protected holder in
accordance with paragraph 1 of article 30;
   (b)    Any defence based on the underlying transaction between himself and
the drawer or between himself and his transferee, but only if the holder took
the instrument with knowledge of such defence or if he obtained the instrument
by fraud or theft or participated at any time in a fraud or theft concerning
it;
   (c)    Any defence arising from the circumstances as a result of which he
became a party, but only if the holder took the instrument with knowledge of
such defence or if he obtained the instrument by fraud or theft or
participated at any time in a fraud or theft concerning it;
   (d)    Any defence which may be raised against an action in contract
between himself and the holder;
   (e)    Any other defence available under this Convention.
 
   2.     The rights to an instrument of a holder who is not a protected
holder are subject to any valid claim to the instrument on the part of any
person, but only if he took the instrument with knowledge of such claim or if
he obtained the instrument by fraud or theft or participated at any time in a
fraud or theft concerning it.
 
   3.     A holder who takes an instrument after the expiration of the
time-limit for presentment for payment is subject to any claim to, or defence
against liability on, the instrument to which his transferor is subject.
 
   4.     A party may not raise as a defence against a holder who is not a
protected holder the fact that a third person has a claim to the instrument
unless:
 
   (a)    The third person asserted a valid claim to the instrument; or
   (b)    The holder acquired the instrument by theft or forged the signature
of the payee or an endorsee, or participated in the theft or the forgery.
 
                                  Article 29
   "Protected holder" means the holder of an instrument which was complete
when he took it or which was incomplete within the meaning of paragraph 1 of
article 12 and was completed in accordance with authority given, provided that
when he became a holder:
 
   (a)    He was without knowledge of a defence against liability on the
instrument referred to in paragraphs 1 (a), (b), (c) and (e) of article 28;
   (b)    He was without knowledge of a valid claim to the instrument of any
person;
   (c)    He was without knowledge of the fact that it had been dishonoured by
non-acceptance or by non-payment;
   (d)    The time-limit provided by article 55 for presentment of that
instrument for payment had not expired;
   (e)    He did not obtain the instrument by fraud or theft or participate in
a fraud or theft concerning it.
 
                                  Article 30
   1.     A party may not set up against a protected holder any defence
except:
 
   (a)    Defences under paragraph 1 of article 33, article 34, paragraph 1 of
article 35, paragraph 3 of article 36, paragraph 1 of article 53, paragraph 1
of article 57, paragraph 1 of article 63 and article 84 of this Convention;
   (b)    Defences based on the underlying transaction between himself and
such holder or arising from any fraudulent act on the part of such holder in
obtaining the signature on the instrument of that party;
   (c)    Defences based on his incapacity to incur liability on the
instrument or on the fact that he signed without knowledge that his signature
made him a party to the instrument, provided that his lack of knowledge was
not due to his negligence and provided that he was fraudulently induced so to
sign.
 
   2.     The rights to an instrument of a protected holder are not subject to
any claim to the instrument on the part of any person, except a valid claim
arising from the underlying transaction between himself and the person by whom
the claim is raised.
                                  Article 31
   1.     The transfer of an instrument by a protected holder vests in any
subsequent holder the rights to and on the instrument which the protected
holder had.
 
   2.     Those rights are not vested in a subsequent holder if:
 
   (a)    He participated in a transaction which gives rise to a claim to, or
a defence against liability on, the instrument;
   (b)    He has previously been a holder, but not a protected holder.
 
                                  Article 32
   Every holder is presumed to be a protected holder unless the contrary is
proved.
                    Section 2.  Liabilities of the parties
                            A.  General provisions
                                  Article 33
   1.     Subject to the provisions of articles 34 and 36, a person is not
liable on an instrument unless he signs it.
 
   2.     A person who signs an instrument in a name which is not his own is
liable as if he had signed it in his own name.
 
                                  Article 34
   A forged signature on an instrument does not impose any liability on the
person whose signature was forged.  However, if he consents to be bound by the
forged signature or represents that it is his own, he is liable as if he had
signed the instrument himself.
                                  Article 35
   1.     If an instrument is materially altered:
 
   (a)    A party who signs it after the material alteration is liable
according to the terms of the altered text;
   (b)    A party who signs it before the material alteration is liable
according to the terms of the original text.  However, if a party makes,
authorizes or assents to a material alteration, he is liable according to the
terms of the altered text.
 
   2.     A signature is presumed to have been placed on the instrument after
the material alteration unless the contrary is proved.
 
   3.     Any alteration is material which modifies the written undertaking on
the instrument of any party in any respect.
 
                                  Article 36
   1.     An instrument may be signed by an agent.
 
   2.     The signature of an agent placed by him on an instrument with the
authority of his principal and showing on the instrument that he is signing in
a representative capacity for that named principal, or the signature of a
principal placed on the instrument by an agent with his authority, imposes
liability on the principal and not on the agent.
 
   3.     A signature placed on an instrument by a person as agent but who
lacks authority to sign or exceeds his authority, or by an agent who has
authority to sign but who does not show on the instrument that he is signing
in a representative capacity for a named person, or who shows on the
instrument that he is signing in a representative capacity but does not name
the person whom he represents, imposes liability on the person signing and not
on the person whom he purports to represent.
 
   4.     The question whether a signature was placed on the instrument in a
representative capacity may be determined only by reference to what appears on
the instrument.
 
   5.     A person who is liable pursuant to paragraph 3 of this article and
who pays the instrument has the same rights as the person for whom he
purported to act would have had if that person had paid the instrument.
 
                                  Article 37
   The order to pay contained in a bill does not of itself operate as an
assignment to the payee of funds made available for payment by the drawer with
the drawee.
                                B.  The drawer
                                  Article 38
   1.     The drawer engages that upon dishonour of the bill by non-acceptance
or by non-payment, and upon any necessary protest, he will pay the bill to the
holder, or to any endorser or any endorser's guarantor who takes up and pays
the bill.
 
   2.     The drawer may exclude or limit his own liability for acceptance or
for payment by an express stipulation in the bill.  Such a stipulation is
effective only with respect to the drawer.  A stipulation excluding or
limiting liability for payment is effective only if another party is or
becomes liable on the bill.
                                C.  The maker
                                  Article 39
   1.     The maker engages that he will pay the note in accordance with its
terms to the holder, or to any party who takes up and pays the note.
 
   2.     The maker may not exclude or limit his own liability by a
stipulation in the note.  Any such stipulation is ineffective.
 
                       D.  The drawee and the acceptor
                                  Article 40
   1.     The drawee is not liable on a bill until he accepts it.
 
   2.     The acceptor engages that he will pay the bill in accordance with
the terms of his acceptance to the holder, or to any party who takes up and
pays the bill.
                                  Article 41
   1.     An acceptance must be written on the bill and may be effected:
 
   (a)    By the signature of the drawee accompanied by the word "accepted" or
by words of similar import; or
   (b)    By the signature alone of the drawee.
 
   2.     An acceptance may be written on the front or on the back of the
bill.
 
                                  Article 42
   1.     An incomplete bill which satisfies the requirements set out in
paragraph 1 of article 1 may be accepted by the drawee before it has been
signed by the drawer, or while otherwise incomplete.
 
   2.     A bill may be accepted before, at or after maturity, or after it has
been dishonoured by non-acceptance or by non-payment.
 
   3.     If a bill drawn payable at a fixed period after sight, or a bill
which must be presented for acceptance before a specified date, is accepted,
the acceptor must indicate the date of his acceptance; failing such indication
by the acceptor, the drawer or the holder may insert the date of acceptance.
 
   4.     If a bill drawn payable at a fixed period after sight is dishonoured
by non-acceptance and the drawee subsequently accepts it, the holder is
entitled to have the acceptance dated as of the date on which the bill was
dishonoured.
                                  Article 43
   1.     An acceptance must be unqualified.  An acceptance is qualified if it
is conditional or varies the terms of the bill.
 
   2.     If the drawee stipulates in the bill that his acceptance is subject
to qualification:
 
   (a)    He is nevertheless bound according to the terms of his qualified
acceptance;
   (b)    The bill is dishonoured by non-acceptance.
 
   3.     An acceptance relating to only a part of the sum payable is a
qualified acceptance.  If the holder takes such an acceptance, the bill is
dishonoured by non-acceptance only as to the remaining part.
 
   4.     An acceptance indicating that payment will be made at a particular
address or by a particular agent is not a qualified acceptance, provided that:
 
   (a)    The place in which payment is to be made is not changed;
   (b)    The bill is not drawn payable by another agent.
 
                               E.  The endorser
                                  Article 44
   1.     The endorser engages that upon dishonour of the instrument by
non-acceptance or by non-payment, and upon any necessary protest, he will pay
the instrument to the holder, or to any subsequent endorser or any endorser's
guarantor who takes up and pays the instrument.
 
   2.     An endorser may exclude or limit his own liability by an express
stipulation in the instrument.  Such a stipulation is effective only with
respect to that endorser.
 
            F.  The transferor by endorsement or by mere delivery
                                  Article 45
   1.     Unless otherwise agreed, a person who transfers an instrument, by
endorsement and delivery or by mere delivery, represents to the holder to whom
he transfers the instrument that:
 
   (a)    The instrument does not bear any forged or unauthorized signature;
   (b)    The instrument has not been materially altered;
   (c)    At the time of transfer, he has no knowledge of any fact which would
impair the right of the transferee to payment of the instrument against the
acceptor of a bill or, in the case of an unaccepted bill, the drawer, or
against the maker of a note.
 
   2.     Liability of the transferor under paragraph 1 of this article is
incurred only if the transferee took the instrument without knowledge of the
matter giving rise to such liability.
 
   3.     If the transferor is liable under paragraph 1 of this article, the
transferee may recover, even before maturity, the amount paid by him to the
transferor, with interest calculated in accordance with article 70, against
return of the instrument.
                              G.  The guarantor
                                  Article 46
   1.     Payment of an instrument, whether or not it has been accepted, may
be guaranteed, as to the whole or part of its amount, for the account of a
party or the drawee.  A guarantee may be given by any person, who may or may
not already be a party.
 
   2.     A guarantee must be written on the instrument or on a slip affixed
thereto ("allonge").
 
   3.     A guarantee is expressed by the words "guaranteed", "aval", "good as
aval" or words of similar import, accompanied by the signature of the
guarantor.  For the purposes of this Convention, the words "prior endorsements
guaranteed" or words of similar import do not constitute a guarantee.
 
   4.     A guarantee may be effected by a signature alone on the front of the
instrument.  A signature alone on the front of the instrument, other than that
of the maker, the drawer or the drawee, is a guarantee.
 
   5.     A guarantor may specify the person for whom he has become
guarantor.  In the absence of such specification, the person for whom he has
become guarantor is the acceptor or the drawee in the case of a bill, and the
maker in the case of a note.
 
   6.     A guarantor may not raise as a defence to his liability the fact
that he signed the instrument before it was signed by the person for whom he
is a guarantor, or while the instrument was incomplete.
 
                                  Article 47
   1.     The liability of a guarantor on the instrument is of the same nature
as that of the party for whom he has become guarantor.
 
   2.     If the person for whom he has become guarantor is the drawee, the
guarantor engages:
 
   (a)    To pay the bill at maturity to the holder, or to any party who takes
up and pays the bill;
   (b)    If the bill is payable at a definite time, upon dishonour by
non-acceptance and upon any necessary protest, to pay it to the holder, or to
any party who takes up and pays the bill.
 
   3.     In respect of defences that are personal to himself, a guarantor may
set up:
 
   (a)    Against a holder who is not a protected holder only those defences
which he may set up under paragraphs 1, 3 and 4 of article 28;
   (b)    Against a protected holder only those defences which he may set up
under paragraph 1 of article 30.
 
   4.     In respect of defences that may be raised by the person for whom he
has become a guarantor:
 
   (a)    A guarantor may set up against a holder who is not a protected
holder only those defences which the person for whom he has become a guarantor
may set up against such holder under paragraphs 1, 3 and 4 of article 28;
   (b)    A guarantor who expresses his guarantee by the words "guaranteed",
"payment guaranteed" or "collection guaranteed", or words of similar import,
may set up against a protected holder only those defences which the person for
whom he has become a guarantor may set up against a protected holder under
paragraph 1 of article 30;
   (c)    A guarantor who expresses his guarantee by the words "aval" or "good
as aval" may set up against a protected holder only:
 
   (i)    The defence, under paragraph 1 (b) of article 30, that the protected
          holder obtained the signature on the instrument of the person for
          whom he has become a guarantor by a fraudulent act;
   (ii)   The defence, under article 53 or article 57, that the instrument was
          not presented for acceptance or for payment;
   (iii)  The defence, under article 63, that the instrument was not duly
          protested for non-acceptance or for non-payment;
   (iv)   The defence, under article 84, that a right of action may no longer
          be exercised against the person for whom he has become guarantor;
 
   (d)    A guarantor who is not a bank or other financial institution and who
expresses his guarantee by a signature alone may set up against a protected
holder only the defences referred to in subparagraph (b) of this paragraph;
   (e)    A guarantor which is a bank or other financial institution and which
expresses its guarantee by a signature alone may set up against a protected
holder only the defences referred to in subparagraph (c) of this paragraph.
 
                                  Article 48
   1.     Payment of an instrument by the guarantor in accordance with
article 72 discharges the party for whom he became guarantor of his liability
on the instrument to the extent of the amount paid.
 
   2.     The guarantor who pays the instrument may recover from the party for
whom he has become guarantor and from the parties who are liable on it to that
party the amount paid and any interest.
 
                             CHAPTER V.
            PRESENTMENT, DISHONOUR BY NON-ACCEPTANCE
            OR NON-PAYMENT, AND RECOURSE
 
Section 1.  Presentment for acceptance and dishonour by non-acceptance
                                  Article 49
 
   1.     A bill may be presented for acceptance.
 
   2.     A bill must be presented for acceptance:
 
   (a)    If the drawer has stipulated in the bill that it must be presented
for acceptance;
 
   (b)    If the bill is payable at a fixed period after sight; or
   (c)    If the bill is payable elsewhere than at the residence or place of
business of the drawee, unless it is payable on demand.
 
                                  Article 50
   1.     The drawer may stipulate in the bill that it must not be presented
for acceptance before a specified date or before the occurrence of a specified
event.  Except where a bill must be presented for acceptance under
paragraph 2 (b) or (c) of article 49, the drawer may stipulate that it must
not be presented for acceptance.
 
   2.     If a bill is presented for acceptance notwithstanding a stipulation
permitted under paragraph 1 of this article and acceptance is refused, the
bill is not thereby dishonoured.
 
   3.     If the drawee accepts a bill notwithstanding a stipulation that it
must not be presented for acceptance, the acceptance is effective.
 
                                  Article 51
   A bill is duly presented for acceptance if it is presented in accordance
with the following rules:
 
   (a)    The holder must present the bill to the drawee on a business day at
a reasonable hour;
   (b)    Presentment for acceptance may be made to a person or authority
other than the drawee if that person or authority is entitled under the
applicable law to accept the bill;
   (c)    If a bill is payable on a fixed date, presentment for acceptance
must be made before or on that date;
   (d)    A bill payable on demand or at a fixed period after sight must be
presented for acceptance within one year of its date;
   (e)    A bill in which the drawer has stated a date or time-limit for
presentment for acceptance must be presented on the stated date or within the
stated time-limit.
 
                                  Article 52
   1.     A necessary or optional presentment for acceptance is dispensed with
if:
 
   (a)    The drawee is dead, or no longer has the power freely to deal with
his assets by reason of his insolvency, or is a fictitious person, or is a
person not having capacity to incur liability on the instrument as an
acceptor; or
   (b)    The drawee is a corporation, partnership, association or other legal
entity which has ceased to exist.
 
   2.     A necessary presentment for acceptance is dispensed with if:
 
   (a)    A bill is payable on a fixed date, and presentment for acceptance
cannot be effected before or on that date due to circumstances which are
beyond the control of the holder and which he could neither avoid nor
overcome; or
   (b)    A bill is payable at a fixed period after sight, and presentment for
acceptance cannot be effected within one year of its date due to circumstances
which are beyond the control of the holder and which he could neither avoid
nor overcome.
 
   3.     Subject to paragraphs 1 and 2 of this article, delay in a necessary
presentment for acceptance is excused, but presentment for acceptance is not
dispensed with, if the bill is drawn with a stipulation that it must be
presented for acceptance within a stated time-limit, and the delay in
presentment for acceptance is caused by circumstances which are beyond the
control of the holder and which he could neither avoid nor overcome.  When the
cause of the delay ceases to operate, presentment must be made with reasonable
diligence.
                                  Article 53
   1.     If a bill which must be presented for acceptance is not so
presented, the drawer, the endorsers and their guarantors are not liable on
the bill.
 
   2.     Failure to present a bill for acceptance does not discharge the
guarantor of the drawee of liability on the bill.
 
                                  Article 54
   1.     A bill is considered to be dishonoured by non-acceptance:
 
   (a)    If the drawee, upon due presentment, expressly refuses to accept the
bill or acceptance cannot be obtained with reasonable diligence or if the
holder cannot obtain the acceptance to which he is entitled under this
Convention;
   (b)    If presentment for acceptance is dispensed with pursuant to
article 52, unless the bill is in fact accepted.
 
   2.     (a) If a bill is dishonoured by non-acceptance in accordance with
paragraph 1 (a) of this article, the holder may exercise an immediate right of
recourse against the drawer, the endorsers and their guarantors, subject to
the provisions of article 59.
   (b)    If a bill is dishonoured by non-acceptance in accordance with
paragraph 1 (b) of this article, the holder may exercise an immediate right of
recourse against the drawer, the endorsers and their guarantors.
   (c)    If a bill is dishonoured by non-acceptance in accordance with
paragraph 1 of this article, the holder may claim payment from the guarantor
of the drawee upon any necessary protest.
 
   3.     If a bill payable on demand is presented for acceptance, but
acceptance is refused, it is not considered to be dishonoured by
non-acceptance.
 
  Section 2.  Presentment for payment and dishonour by non-payment
 
                                  Article 55
   An instrument is duly presented for payment if it is presented in
accordance with the following rules:
 
   (a)    The holder must present the instrument to the drawee or to the
acceptor or to the maker on a business day at a reasonable hour;
   (b)    A note signed by two or more makers may be presented to any one of
them, unless the note clearly indicates otherwise;
   (c)    If the drawee or the acceptor or the maker is dead, presentment must
be made to the persons who under the applicable law are his heirs or the
persons entitled to administer his estate;
   (d)    Presentment for payment may be made to a person or authority other
than the drawee, the acceptor or the maker if that person or authority is
entitled under the applicable law to pay the instrument;
   (e)    An instrument which is not payable on demand must be presented for
payment on the date of maturity or on one of the two business days which
follow;
   (f)    An instrument which is payable on demand must be presented for
payment within one year of its date;
   (g)    An instrument must be presented for payment:
 
   (i)    At the place of payment specified on the instrument;
   (ii)   If no place of payment is specified, at the address of the drawee or
          the acceptor or the maker indicated in the instrument; or
   (iii)  If no place of payment is specified and the address of the drawee or
          the acceptor or the maker is not indicated, at the principal place
          of business or habitual residence of the drawee or the acceptor or
          the maker;
 
   (h)    An instrument which is presented at a clearing-house is duly
presented for payment if the law of the place where the clearing-house is
located or the rules or customs of that clearing-house so provide.
 
                                  Article 56
   1.     Delay in making presentment for payment is excused if the delay is
caused by circumstances which are beyond the control of the holder and which
he could neither avoid nor overcome.  When the cause of the delay ceases to
operate, presentment must be made with reasonable diligence.
 
   2.     Presentment for payment is dispensed with:
 
   (a)    If the drawer, an endorser or a guarantor has expressly waived
presentment; such waiver:
 
   (i)    If made on the instrument by the drawer, binds any subsequent party
          and benefits any holder;
    (ii)  If made on the instrument by a party other than the drawer, binds
          only that party but benefits any holder;
   (iii)  If made outside the instrument, binds only the party making it and
          benefits only a holder in whose favour it was made;
 
   (b)    If an instrument is not payable on demand, and the cause of delay in
making presentment referred to in paragraph 1 of this article continues to
operate beyond thirty days after maturity;
 
   (c)    If an instrument is payable on demand, and the cause of delay in
making presentment referred to in paragraph 1 of this article continues to
operate beyond thirty days after the expiration of the time-limit for
presentment for payment;
 
   (d)    If the drawee, the maker or the acceptor has no longer the power
freely to deal with his assets by reason of his insolvency, or is a fictitious
person or a person not having capacity to make payment, or if the drawee, the
maker or the acceptor is a corporation, partnership, association or other
legal entity which has ceased to exist;
 
   (e)    If there is no place at which the instrument must be presented in
accordance with subparagraph (g) of article 55.
 
   3.     Presentment for payment is also dispensed with as regards a bill, if
the bill has been protested for dishonour by non-acceptance.
                                  Article 57
   1.     If an instrument is not duly presented for payment, the drawer, the
endorsers and their guarantors are not liable on it.
 
   2.     Failure to present an instrument for payment does not discharge the
acceptor, the maker and their guarantors or the guarantor of the drawee of
liability on it.
                                  Article 58
   1.     An instrument is considered to be dishonoured by non-payment:
 
   (a)    If payment is refused upon due presentment or if the holder cannot
obtain the payment to which he is entitled under this Convention;
 
   (b)    If presentment for payment is dispensed with pursuant to paragraph 2
of article 56 and the instrument is unpaid at maturity.
 
   2.     If a bill is dishonoured by non-payment, the holder may, subject to
the provisions of article 59, exercise a right of recourse against the drawer,
the endorsers and their guarantors.
 
   3.     If a note is dishonoured by non-payment, the holder may, subject to
the provisions of article 59, exercise a right of recourse against the
endorsers and their guarantors.
 
   Section 3. Recourse
                                  Article 59
   If an instrument is dishonoured by non-acceptance or by non-payment, the
holder may exercise a right of recourse only after the instrument has been
duly protested for dishonour in accordance with the provisions of articles 60
to 62.
                                 A.  Protest
                                  Article 60
   1.     A protest is a statement of dishonour drawn up at the place where
the instrument has been dishonoured and signed and dated by a person
authorized in that respect by the law of that place.  The statement must
specify: 
 
   (a)    The person at whose request the instrument is protested;
 
   (b)    The place of protest;
 
   (c)    The demand made and the answer given, if any, or the fact that the
drawee or the acceptor or the maker could not be found.
 
   2.     A protest may be made:
 
   (a)    On the instrument or on a slip affixed thereto ("allonge"); or
 
   (b)    As a separate document, in which case it must clearly identify the
instrument that has been dishonoured.
 
   3.     Unless the instrument stipulates that protest must be made, a
protest may be replaced by a declaration written on the instrument and signed
and dated by the drawee or the acceptor or the maker, or, in the case of an
instrument domiciled with a named person for payment, by that named person;
the declaration must be to the effect that acceptance or payment is refused.
 
   4.     A declaration made in accordance with paragraph 3 of this article is
a protest for the purpose of this Convention.
 
                                  Article 61
   Protest for dishonour of an instrument by non-acceptance or by non-payment
must be made on the day on which the instrument is dishonoured or on one of
the four business days which follow.
 
                                  Article 62
   1.     Delay in protesting an instrument for dishonour is excused if the
delay is caused by circumstances which are beyond the control of the holder
and which he could neither avoid nor overcome.  When the cause of the delay
ceases to operate, protest must be made with reasonable diligence.
 
   2.     Protest for dishonour by non-acceptance or by non-payment is
dispensed with:
 
   (a)    If the drawer, an endorser or a guarantor has expressly waived
protest; such waiver:
 
   (i)    If made on the instrument by the drawer, binds any subsequent party
          and benefits any holder;
 
    (ii)  If made on the instrument by a party other than the drawer, binds
          only that party but benefits any holder;
 
   (iii)  If made outside the instrument, binds only the party making it and
          benefits only a holder in whose favour it was made;
 
   (b)    If the cause of the delay in making protest referred to in
paragraph 1 of this article continues to operate beyond thirty days after the
date of dishonour;
 
   (c)    As regards the drawer of a bill, if the drawer and the drawee or the
acceptor are the same person;
 
   (d)    If presentment for acceptance or for payment is dispensed with in
accordance with article 52 or paragraph 2 of article 56.
 
                                  Article 63
   1.     If an instrument which must be protested for non-acceptance or for
non-payment is not duly protested, the drawer, the endorsers and their
guarantors are not liable on it.
 
   2.     Failure to protest an instrument does not discharge the acceptor,
the maker and their guarantors or the guarantor of the drawee of liability on
it.
                           B.  Notice of dishonour
                                  Article 64
   1.     The holder, upon dishonour of an instrument by non-acceptance or by
non-payment, must give notice of such dishonour:
 
   (a)    To the drawer and the last endorser;
 
   (b)    To all other endorsers and guarantors whose addresses the holder can
ascertain on the basis of information contained in the instrument.
 
   2.     An endorser or a guarantor who receives notice must give notice of
dishonour to the last party preceding him and liable on the instrument.
 
   3.     Notice of dishonour operates for the benefit of any party who has a
right of recourse on the instrument against the party notified.
 
                                  Article 65
   1.     Notice of dishonour may be given in any form whatever and in any
terms which identify the instrument and state that it has been dishonoured.
The return of the dishonoured instrument is sufficient notice, provided it is
accompanied by a statement indicating that it has been dishonoured.
 
   2.     Notice of dishonour is duly given if it is communicated or sent to
the party to be notified by means appropriate in the circumstances, whether or
not it is received by that party.
 
   3.     The burden of proving that notice has been duly given rests upon the
person who is required to give such notice.
 
                                  Article 66
   Notice of dishonour must be given within the two business days which
follow:
 
   (a)    The day of protest or, if protest is dispensed with, the day of
dishonour; or
 
   (b)    The day of receipt of notice of dishonour.
 
                                  Article 67
   1.     Delay in giving notice of dishonour is excused if the delay is
caused by circumstances which are beyond the control of the person required to
give notice, and which he could neither avoid nor overcome.  When the cause of
the delay ceases to operate, notice must be given with reasonable diligence.
 
   2.     Notice of dishonour is dispensed with:
 
   (a)    If, after the exercise of reasonable diligence, notice cannot be
given;
 
   (b)    If the drawer, an endorser or a guarantor has expressly waived
notice of dishonour; such waiver:
 
   (i)    If made on the instrument by the drawer, binds any subsequent party
          and benefits any holder;
 
    (ii)  If made on the instrument by a party other than the drawer, binds
          only that party but benefits any holder;
 
   (iii)  If made outside the instrument, binds only the party making it and
          benefits only a holder in whose favour it was made;
 
   (c)    As regards the drawer of the bill, if the drawer and the drawee or
the acceptor are the same person.
 
                                  Article 68
   If a person who is required to give notice of dishonour fails to give it to
a party who is entitled to receive it, he is liable for any damages which that
party may suffer from such failure, provided that such damages do not exceed
the amount referred to in article 70 or article 71.
 
                          Section 4.  Amount payable
                                  Article 69
   1.     The holder may exercise his rights on the instrument against any one
party, or several or all parties, liable on it and is not obliged to observe
the order in which the parties have become bound.  Any party who takes up and
pays the instrument may exercise his rights in the same manner against parties
liable to him.
 
   2.     Proceedings against a party do not preclude proceedings against any
other party, whether or not subsequent to the party originally proceeded
against. 
                                  Article 70
   1.     The holder may recover from any party liable:
 
   (a)    At maturity:  the amount of the instrument with interest, if
interest has been stipulated for;
 
   (b)    After maturity:
 
   (i)    The amount of the instrument with interest, if interest has been
          stipulated for, to the date of maturity;
 
    (ii)  If interest has been stipulated to be paid after maturity, interest
          at the rate stipulated, or, in the absence of such stipulation,
          interest at the rate specified in paragraph 2 of this article,
          calculated from the date of presentment on the sum specified in
          subparagraph (b) (i) of this paragraph;
 
   (iii)  Any expenses of protest and of the notices given by him;
 
   (c)    Before maturity:
 
   (i)    The amount of the instrument with interest, if interest has been
          stipulated for, to the date of payment; or, if no interest has been
          stipulated for, subject to a discount from the date of payment to
          the date of maturity, calculated in accordance with paragraph 4 of
          this article;
 
    (ii)  Any expenses of protest and of the notices given by him.
 
   2.     The rate of interest shall be the rate that would be recoverable in
legal proceedings taken in the jurisdiction where the instrument is payable.
 
   3.     Nothing in paragraph 2 of this article prevents a court from
awarding damages or compensation for additional loss caused to the holder by
reason of delay in payment.
 
   4.     The discount shall be at the official rate (discount rate) or other
similar appropriate rate effective on the date when recourse is exercised at
the place where the holder has his principal place of business, or, if he does
not have a place of business, his habitual residence, or, if there is no such
rate, then at such rate as is reasonable in the circumstances.
 
                                  Article 71
   A party who pays an instrument and is thereby discharged in whole or in
part of his liability on the instrument may recover from the parties liable to
him:
 
   (a)    The entire sum which he has paid;
 
   (b)    Interest on that sum at the rate specified in paragraph 2 of
article 70, from the date on which he made payment;
 
   (c)    Any expenses of the notices given by him.
 
                            CHAPTER VI.  DISCHARGE
                       Section 1.  Discharge by payment
                                  Article 72
   1.     A party is discharged of liability on the instrument when he pays
the holder, or a party subsequent to himself who has paid the instrument and
is in possession of it, the amount due pursuant to article 70 or article 71:
 
   (a)    At or after maturity; or
 
   (b)    Before maturity, upon dishonour by non-acceptance.
 
   2.     Payment before maturity other than under paragraph 1 (b) of this
article does not discharge the party making the payment of his liability on
the instrument except in respect of the person to whom payment was made.
 
   3.     A party is not discharged of liability if he pays a holder who is
not a protected holder, or a party who has taken up and paid the instrument,
and knows at the time of payment that the holder or that party acquired the
instrument by theft or forged the signature of the payee or an endorsee, or
participated in the theft or the forgery.
 
   4.     (a) A person receiving payment of an instrument
must, unless agreed otherwise, deliver:
 
  (i)   To the drawee making such payment, the instrument;
 
  (ii)  To any other person making such payment, the instrument, a receipted
        account, and any protest.
 
   (b)    In the case of an instrument payable by instalments at successive
dates, the drawee or a party making a payment, other than payment of the last
instalment, may require that mention of such payment be made on the instrument
or on a slip affixed thereto ("allonge") and that a receipt therefor be given
to him.
 
   (c)    If an instrument payable by instalments at successive dates is
dishonoured by non-acceptance or by non-payment as to any of its instalments
and a party, upon dishonour, pays the instalment, the holder who receives such
payment must give the party a certified copy of the instrument and any
necessary authenticated protest in order to enable such party to exercise a
right on the instrument.
 
   (d)    The person from whom payment is demanded may withhold payment if the
person demanding payment does not deliver the instrument to him.  Withholding
payment in these circumstances does not constitute dishonour by non-payment
under article 58.
 
   (e)    If payment is made but the person paying, other than the drawee,
fails to obtain the instrument, such person is discharged but the discharge
cannot be set up as a defence against a protected holder to whom the
instrument has been subsequently transferred.
 
                                  Article 73
   1.     The holder is not obliged to take partial payment.
 
   2.     If the holder who is offered partial payment does not take it, the
instrument is dishonoured by non-payment.
 
   3.     If the holder takes partial payment from the drawee, the guarantor
of the drawee, or the acceptor or the maker:
 
   (a)    The guarantor of the drawee, or the acceptor or the maker is
discharged of his liability on the instrument to the extent of the amount
paid;
 
   (b)    The instrument is to be considered as dishonoured by non-payment as
to the amount unpaid.
 
   4.     If the holder takes partial payment from a party to the instrument
other than the acceptor, the maker or the guarantor of the drawee:
 
   (a)    The party making payment is discharged of his liability on the
instrument to the extent of the amount paid;
 
   (b)    The holder must give such party a certified copy of the instrument
and any necessary authenticated protest in order to enable such party to
exercise a right on the instrument.
 
   5.     The drawee or a party making partial payment may require that
mention of such payment be made on the instrument and that a receipt therefor
be given to him.
 
   6.     If the balance is paid, the person who receives it and who is in
possession of the instrument must deliver to the payor the receipted
instrument and any authenticated protest.
 
                                  Article 74
   1.     The holder may refuse to take payment at a place other than the
place where the instrument was presented for payment in accordance with
article 55.
 
   2.     In such case if payment is not made at the place where the
instrument was presented for payment in accordance with article 55, the
instrument is considered to be dishonoured by non-payment.
 
                                  Article 75
   1.     An instrument must be paid in the currency in which the sum payable
is expressed.
 
   2.     If the sum payable is expressed in a monetary unit of account within
the meaning of subparagraph (l) of article 5 and the monetary unit of account
is transferable between the person making payment and the person receiving it,
then, unless the instrument specifies a currency of payment, payment shall be
made by transfer of monetary units of account.  If the monetary unit of
account is not transferable between those persons, payment shall be made in
the currency specified in the instrument or, if no such currency is specified,
in the currency of the place of payment.
 
   3.     The drawer or the maker may indicate in the instrument that it must
be paid in a specified currency other than the currency in which the sum
payable is expressed.  In that case:
 
   (a)    The instrument must be paid in the currency so specified;
 
   (b)    The amount payable is to be calculated according to the rate of
exchange indicated in the instrument.  Failing such indication, the amount
payable is to be calculated according to the rate of exchange for sight drafts
(or, if there is no such rate, according to the appropriate established rate
of exchange) on the date of maturity:
 
   (i)    Ruling at the place where the instrument must be presented for
          payment in accordance with subparagraph (g) of article 55, if the
          specified currency is that of that place (local currency); or
 
    (ii)  If the specified currency is not that of that place, according to
          the usages of the place where the instrument must be presented for
          payment in accordance with subparagraph (g) of article 55;
 
   (c)    If such an instrument is dishonoured by non-acceptance, the amount
payable is to be calculated:
 
   (i)    If the rate of exchange is indicated in the instrument, according to
          that rate;
 
    (ii)  If no rate of exchange is indicated in the instrument, at the option
          of the holder, according to the rate of exchange ruling on the date
          of dishonour or on the date of actual payment;
 
   (d)    If such an instrument is dishonoured by non-payment, the amount
payable is to be calculated:
 
   (i)    If the rate of exchange is indicated in the instrument, according to
          that rate;
 
    (ii)  If no rate of exchange is indicated in the instrument, at the option
          of the holder, according to the rate of exchange ruling on the date
          of maturity or on the date of actual payment.
 
   4.     Nothing in this article prevents a court from awarding damages for
loss caused to the holder by reason of fluctuations in rates of exchange if
such loss is caused by dishonour for non-acceptance or by non-payment.
 
   5.     The rate of exchange ruling at a certain date is the rate of
exchange ruling, at the option of the holder, at the place where the
instrument must be presented for payment in accordance with subparagraph (g)
of article 55 or at the place of actual payment.
 
                                  Article 76
   1.     Nothing in this Convention prevents a Contracting State from
enforcing exchange control regulations applicable in its territory and its
provisions relating to the protection of its currency, including regulations
which it is bound to apply by virtue of international agreements to which it
is a party.
 
   2.     (a) If, by virtue of the application of paragraph 1 of this article,
an instrument drawn in a currency which is not that of the place of payment
must be paid in local currency, the amount payable is to be calculated
according to the rate of exchange for sight drafts (or, if there is no such
rate, according to the appropriate established rate of exchange) on the date
of presentment ruling at the place where the instrument must be presented for
payment in accordance with subparagraph (g) of article 55.
 
   (b)    (i) If such an instrument is dishonoured by non-acceptance, the
          amount payable is to be calculated, at the option of the holder, at
          the rate of exchange ruling on the date of dishonour or on the date
          of actual payment.
 
       (ii) If such an instrument is dishonoured by non-payment, the amount is
   to be calculated, at the option of the holder, according to the rate of
   exchange ruling on the date of presentment or on the date of actual
   payment.
 
      (iii) Paragraphs 4 and 5 of article 75 are applicable where appropriate.
 
                    Section 2.  Discharge of other parties
                                  Article 77
   1.     If a party is discharged in whole or in part of his liability on the
instrument, any party who has a right on the instrument against him is
discharged to the same extent.
 
   2.     Payment by the drawee of the whole or a part of the amount of a bill
to the holder, or to any party who takes up and pays the bill, discharges all
parties of their liability to the same extent, except where the drawee pays a
holder who is not a protected holder, or a party who has taken up and paid the
bill, and knows at the time of payment that the holder or that party acquired
the bill by theft or forged the signature of the payee or an endorsee, or
participated in the theft or the forgery.
 
                        CHAPTER VII.  LOST INSTRUMENTS
                                  Article 78
   1.     If an instrument is lost, whether by destruction, theft or
otherwise, the person who lost the instrument has, subject to the provisions
of paragraph 2 of this article, the same right to payment which he would have
had if he had been in possession of the instrument.  The party from whom
payment is claimed cannot set up as a defence against liability on the
instrument the fact that the person claiming payment is not in possession of
the instrument.
 
   2.     (a) The person claiming payment of a lost instrument
must state in writing to the party from whom he claims payment:
 
   (i)    The elements of the lost instrument pertaining to the requirements
          set forth in paragraph 1 or paragraph 2 of articles 1, 2 and 3; for
          this purpose the person claiming payment of the lost instrument may
          present to that party a copy of that instrument;
 
    (ii)  The facts showing that, if he had been in possession of the
          instrument, he would have had a right to payment from the party from
          whom payment is claimed;
 
   (iii)  The facts which prevent production of the instrument.
 
   (b)    The party from whom payment of a lost instrument is claimed may
require the person claiming payment to give security in order to indemnify him
for any loss which he may suffer by reason of the subsequent payment of the
lost instrument.
 
   (c)    The nature of the security and its terms are to be determined by
agreement between the person claiming payment and the party from whom payment
is claimed.  Failing such an agreement, the court may determine whether
security is called for and, if so, the nature of the security and its terms.
 
   (d)    If the security cannot be given, the court may order the party from
whom payment is claimed to deposit the sum of the lost instrument, and any
interest and expenses which may be claimed under article 70 or article 71,
with the court or any other competent authority or institution, and may
determine the duration of such deposit.  Such deposit is to be considered as
payment to the person claiming payment.
 
                                  Article 79
   1.     A party who has paid a lost instrument and to whom the instrument is
subsequently presented for payment by another person must give notice of such
presentment to the person whom he paid.
 
   2.     Such notice must be given on the day the instrument is presented or
on one of the two business days which follow and must state the name of the
person presenting the instrument and the date and place of presentment.
 
   3.     Failure to give notice renders the party who has paid the lost
instrument liable for any damages which the person whom he paid may suffer
from such failure, provided that the damages do not exceed the amount referred
to in article 70 or article 71.
 
   4.     Delay in giving notice is excused when the delay is caused by
circumstances which are beyond the control of the person who has paid the lost
instrument and which he could neither avoid nor overcome.  When the cause of
the delay ceases to operate, notice must be given with reasonable diligence.
 
   5.     Notice is dispensed with when the cause of delay in giving notice
continues to operate beyond thirty days after the last day on which it should
have been given.
                                  Article 80
   1.     A party who has paid a lost instrument in accordance with the
provisions of article 78 and who is subsequently required to, and does, pay
the instrument, or who, by reason of the loss of the instrument, then loses
his right to recover from any party liable to him, has the right:
 
   (a)    If security was given, to realize the security; or
 
   (b)    If an amount was deposited with the court or other competent
authority or institution, to reclaim the amount so deposited.
 
   2.     The person who has given security in accordance with the provisions
of paragraph 2 (b) of article 78 is entitled to obtain release of the security
when the party for whose benefit the security was given is no longer at risk
to suffer loss because of the fact that the instrument is lost.
 
                                  Article 81
   For the purpose of making protest for dishonour by non-payment, a person
claiming payment of a lost instrument may use a written statement that
satisfies the requirements of paragraph 2 (a) of article 78.
 
                                  Article 82
   A person receiving payment of a lost instrument in accordance with
article 78 must deliver to the party paying the written statement required
under paragraph 2 (a) of article 78, receipted by him, and any protest and a
receipted account.
                                  Article 83
   1.     A party who pays a lost instrument in accordance with article 78 has
the same rights which he would have had if he had been in possession of the
instrument.
 
   2.     Such party may exercise his rights only if he is in possession of
the receipted written statement referred to in article 82.
 
                   CHAPTER VIII.  LIMITATION (PRESCRIPTION)
                                  Article 84
   1.     A right of action arising on an instrument may no longer be
exercised after four years have elapsed:
 
   (a)    Against the maker, or his guarantor, of a note payable on demand,
from the date of the note;
 
   (b)    Against the acceptor or the maker or their guarantor of an
instrument payable at a definite time, from the date of maturity;
 
   (c)    Against the guarantor of the drawee of a bill payable at a definite
time, from the date of maturity or, if the bill is dishonoured by
non-acceptance, from the date of protest for dishonour or, where protest is
dispensed with, from the date of dishonour;
 
   (d)    Against the acceptor of a bill payable on demand or his guarantor,
from the date on which it was accepted or, if no such date is shown, from the
date of the bill;
 
   (e)    Against the guarantor of the drawee of a bill payable on demand,
from the date on which he signed the bill or, if no such date is shown, from
the date of the bill;
 
   (f)    Against the drawer or an endorser or their guarantor, from the date
of protest for dishonour by non-acceptance or by non-payment or, where protest
is dispensed with, from the date of dishonour.
 
   2.     A party who pays the instrument in accordance with article 70 or
article 71 may exercise his right of action against a party liable to him
within one year from the date on which he paid the instrument.
 
                        CHAPTER IX.  FINAL PROVISIONS
                                  Article 85
   The Secretary-General of the United Nations is hereby designated as the
Depositary for this Convention.
                                  Article 86
   1.     This Convention is open for signature by all States at the
Headquarters of the United Nations, New York, until 30 June 1990.
 
   2.     This Convention is subject to ratification, acceptance or approval
by the signatory States.
 
   3.     This Convention is open for accession by all States which are not
signatory States as from the date it is open for signature.
 
   4.     Instruments of ratification, acceptance, approval and accession are
to be deposited with the Secretary-General of the United Nations.
 
                                  Article 87
   1.     If a Contracting State has two or more territorial units in which,
according to its constitution, different systems of law are applicable in
relation to the matters dealt with in this Convention, it may, at the time of
signature, ratification, acceptance, approval or accession, declare that this
Convention is to extend to all its territorial units or only to one or more of
them, and may amend its declaration by submitting another declaration at any
time.
 
   2.     These declarations are to be notified to the Depositary and are to
state expressly the territorial units to which the Convention extends.
 
   3.     If a Contracting State makes no declaration under paragraph 1 of
this article, the Convention is to extend to all territorial units of that
State.
                                  Article 88
   1.     Any State may declare at the time of signature, ratification,
acceptance, approval or accession that its courts will apply the Convention
only if both the place indicated in the instrument where the bill is drawn, or
the note is made, and the place of payment indicated in the instrument are
situated in Contracting States.
 
   2.     No other reservations are permitted.
 
                                  Article 89
   1.     This Convention enters into force on the first day of the month
following the expiration of twelve months after the date of deposit of the
tenth instrument of ratification, acceptance, approval or accession.
 
   2.     When a State ratifies, accepts, approves or accedes to this
Convention after the deposit of the tenth instrument of ratification,
acceptance, approval or accession, this Convention enters into force in
respect of that State on the first day of the month following the expiration
of twelve months after the date of deposit of its instrument of ratification,
acceptance, approval or accession.
 
                                  Article 90
   1.     A Contracting State may denounce this Convention by a formal
notification in writing addressed to the Depositary.
 
   2.     The denunciation takes effect on the first day of the month
following the expiration of six months after the notification is received by
the Depositary.  Where a longer period for the denunciation to take effect is
specified in the notification, the denunciation takes effect upon the
expiration of such longer period after the notification is received by the
Depositary.  The Convention remains applicable to instruments drawn or made
before the date at which the denunciation takes effect.
 
DONE at ..., this ... day of ..., one thousand nine hundred and ... in a
single original, of which the Arabic, Chinese, English, French, Russian and
Spanish texts are equally authentic.
 
IN WITNESS WHEREOF the undersigned plenipotentiaries, being duly authorized by
their respective Governments, have signed this Convention.