Reproduced with the permission of 11 Vindobona Journal of International Commercial Law and Arbitration (2007) 65-80
Anukarshan Chandrasenan [*]
The concept of uniform sales law is not of recent origin. One of the most surprising features of present day sales is the ever increasing volume of international sales. It has become the need of nations to have multiple international trading partners for maximising and utilising their resources as part of industrial revolution. The need for a uniform sales law can be attributed to the differences and difficulties that arise out of the legal regimes of different countries. In other words the main aim behind the unification of international sales law was to reduce the impact of national boundaries, the worst enemy of international traders and merchants. The recurrent obstacles to international trade presented by the diverse [page 65] nature of national commercial codes have led many to call for the unification of international trade law through a universal international commercial code.
In 1964, a diplomatic Conference convened by the Government of the Netherlands at The Hague resulted in the adoption of two Conventions bearing a Uniform Law on the International Sale of Goods (ULIS) and a Uniform Law on the Formation of Contracts for the International Sale of Goods (ULFIS) respectively. However, despite several decades of intensive efforts invested in their preparation, it appeared from the outset that the two Conventions would meet with little success: only nine States ratified them, seven of which belonged to Western Europe.
Notwithstanding this, in 1968 the newly-established United Nations Commission on International Trade Law (UNCITRAL) decided to make a fresh start, the basic choice remained the preparation of a binding instrument. From the better experience over the years, it can well be stated that the CISG represents a landmark in the process of international unification of law. Unanimously adopted in 1980 by a diplomatic Conference held in Vienna with the participation of representatives from 62 States and 8 international organizations, it has in the meantime been ratified by a majority of major trading nations.
It is no surprise that the Convention, like national codifications, begins to show symptoms of aging. It can be out of reasons partly due to technical and economic developments that could not have been foreseen during the drafting of Convention, like electronic commerce and partly due to misjudgement of the practicality of certain provisions and their consequences. It may be noted that England's resistance in adoption of the Convention, and the advice often given in practice to exclude the CISG's application could have been (partly) induced by such misjudgements as to the acceptability of certain solutions and provisions of the Convention and moreover it seems more difficult to implement corrections to or amendments of an international Convention than it is for a national legislator to reform national law since, at the international level, the cooperation of all parties to a Convention i.e., all of the Contracting States and their legislative organs is necessary.
There are various provisions in the CISG like validity of contract, concept of good faith, fundamental breach, specific performance, price, interest etc. where the convention is silent and these vague and ambiguous provisions are sure to [page 66] dismantle the objective of achieving uniformity in international sales law. Transactions of considerable importance in international trade practice, such as sales of stocks, shares and other securities, of negotiable instruments and money, of ships and aircrafts, electricity are expressly excluded from its scope.
Thus, it become evident that the UNIDROIT Principles, which contemplates similar areas of operation and having wider application, play a crucial role in filling the gaps and ambiguities left by the CISG thus trying to pursue the unification law of international commercial law. It is a fact that the preparation of a single uniform law instrument represents only a first, albeit important step. The unexpected success of UNIDROIT Principles was mainly due to the fact that these are the principles of international commercial contracts, like international commercial arbitration, are the outcome of private initiatives, reflecting the aspirations of lawyers and business people to facilitate cross border commercial relation by transcending the sometimes limited perspective of national laws and proceedings.
2. Uniform Sales Law and the CISG
The CISG was the result of long cherished attempt to have a uniform sales law with international application and acceptance in order to foster easier and more economical foreign trade. As Peter Schlechtriem  states, 'it is a true fact that to make amendments to an international convention like the CISG is a herculian task requiring the cooperation of all the parties of the convention and such a process can only be seen hopeless when one considers the length and difficulty of its labour pains'.
The importance of CISG is self evident from its Preamble where the drafters intended the convention to be an adoption of uniform rules governing contracts for [page 67] the international sale of goods in the interest of removing legal barriers in international trade and promoting the development of international trade.
In this context it is necessary to identify some of the disadvantages in the application of CISG as an international uniform law. Firstly, two of the world's major trading nations have not yet accepted the Convention. England and Japan, although they have signed the Convention, have not yet set CISG into force. And second, despite the significant number of cases under CISG, businessmen as well as legal advisors still seem to avoid the Convention. Parties to international sales transactions do not generally accept the Convention voluntarily. Instead, in a significant number of cases, CISG has been applied by default. Parties did not recognize the international dimension of their transaction, and thus, did not realize that if parties were located in Contracting States, the Convention was applicable by virtue of CISG Article 1(1) (a). In other cases, CISG became applicable because private international law led to the application of the law of a Contracting State of the Convention. And occasionally, the parties agreed generally upon the law of a Contracting State, which in Europe generally is not regarded by the courts as an exclusion of the Convention by virtue of CISG Article 6. In these cases, the consequence is application of CISG, because it is the special international sales law of the country.
It may however be stated that the Convention does not cover all areas of sales law and in fact leaves some important areas of sales law, such as the validity of the contract and products liability to individual countries. Also the convention allows a court to turn to private international law if the court is unable to find a provision or a general principle that governs a particular situation. Proceeding in this way, there is no way for the Convention to achieve perfect uniformity. Even in those areas that the Convention clearly governs, there will be differences of interpretation, just as courts within domestic systems have differences of interpretation of their "uniform law." This is not detrimental to the goal of the Convention. [page 68]
3. UNIDROIT Principles -- Interpreting and Supplementing the CISG
The International Institute for the Unification of Private law (UNIDROIT) is an independent intergovernmental organisation with its seat in Rome and the purpose of this is to study needs and methods for modernising, harmonising and coordinating private and, in particular commercial law as between states and group of states. In the year 1994, UNIDROIT made a remarkable achievement in the field of Contract law when it gave its imprimatur to the publication of the principles of International Commercial Contracts (UNIDROIT Principles).
The importance of UNIDROIT Principles could be seen from the difficulties that emanate from the ratifications of the conventions at the national level. The cumbersome ratification process makes the adjustment of uniform law to social, technical and economical changes has turned out to be difficult and in many cases uniformity has fallen apart when contracting states try to implement a modification of the existing treaty.
These difficulties can to a great extend be settled by a wider reading of Article 7(2) of the convention which states to interpret the vague features of the convention in conformity with the general principles with which it is based and in the absence of such principles, with the law by virtue of the rules of private international law. In this respect, UNIDROIT Principles, which provides a platform for the interpretation of vague concepts of the CISG, play a significant role in furthering uniformity of commercial law. These Principles though not mandatory are broader than the CISG and can be used to interpret the undiscussed concepts of the convention without deviating from the basic nature of the contract.
The UNIDROIT Principles turned out to be extremely successful. One year after the Governing Council of UNIDROIT gave its imprimatur to their publication and recommended their widest possible distribution; the Principles are already making their mark in the world's legal and business communities. As stated in the [page 69] introduction to the first edition of the UNIDROIT principles 'these principles are sufficiently flexible to take account of the constantly changing circumstances brought about by the technological and economic developments affecting cross border trade practice and it attempts to ensure fairness in international commercial relations.
The UNIDROIT Principles are said to reflect concepts that are found in many, if not in all legal systems. Rather than favouring any law of particular nation, UNIDROIT tries to provide solution that is- best suited to the needs of the international commercial transaction. The UNIDROIT Principles constitute a major achievement in the progressive development of international commercial law and crown almost 70 years of effort to build a solid foundation for a modern lex mercatoria for the international trading community. The Principles are much more comprehensive in scope, often much more detailed in addressing the same issues, and they fill many of the areas not covered by the CISG. Moreover, as the Principle's drafting was made of eminent jurists, not representing any governments, they were free to adopt the contractual doctrines, principles and rules they believed most appropriate in the contemporary international environment unhampered by political consideration or loyalty to narrow legal traditions. Also the intrinsic merits that render the UNIDROIT Principles are particularly apt to provide the normative framework for international commercial contracts. In the words of Frank Vischer:
the principles represent a codification of high quality and homogeneity in contents, which in many respects even surpasses the quality of traditional national legal orders [...] they represent a clear and stable codification created by an approved international organization.
While CISG deals with specific contract in the international sale of goods, UNIDROIT Principles covers contracts in general. The truth remains that they have many things in common as both treat international, not domestic contracts [page 70] and commercial and not consumer contracts. Again, most of the provisions of UNIDROIT Principles, which CISG does not have and are not incompatible with CISG and can be included in the code without disturbing the rules of CISG. There are, however differences, which will make a choice necessary, when the two sets of rules are to be applied in the same instrument.
It may also be noted that in a multilateral system with varying national laws, the UNIDROIT Principles does not operate in isolation but support and coordinate other layers of law as it provides a coherent approach to many of practical issues that arise in commercial practise and they are likely to harmonize outcomes when they have influence. In addition to the interpretive guidance to CISG, the UNIDROIT Principles support the re-examination of national law and supply common-sensical approaches to problems that have long eluded common sense and moreover the "soft" quality of the Principles makes them a good source of purposeful and inductive interpretation not so clearly provided in the positive statements of the UNCISG. In this respect the Principles can be expected to make UNCISG more workable and a more supple tool of commercial law.
4. Gap-filling character of the UNIDROIT Principles
As a famous English Arbitrator has correctly concluded, 'the Principles form a useful reservoir of common ideas and solutions of highly persuasive authority which are not derived from one particular legal system, whether civil law or common law, socialist or colonialist, first or second or third world'. In his view, the UNIDROIT Principles are truly colour blind.
In this regard one question needs to be answered, that is, if the convention is a success, what prompted the UNIDROIT to prepare the principles, as there is always the risk that the two instruments will compete with one another, creating [page 71] confusion and overlapping. It is to be noted that for a convention to be successful it has to be acknowledged by all the nations participating the negotiations by ratifying them. This is a tedious task, as it requires compromise of different domestic laws for a common purpose, which is obviously a difficult process. The negotiations leading up to the CISG demonstrated that this was the maximum that could be achieved in legislation at the international level and this was instrumental in UNIDROIT's decision to abandon the idea of proposing a binding instrument, taking another route instead of its own project.
According to Bonell, to prove an expression to be general principle it has to be shown that the principles are the expression of a general principle underlying the convention concerned. In particular it needs to be shown that those relevant provisions of the UNIDROIT principles meet the requirements vis-à-vis a number of subjects that are not dealt with by the CISG. From analysing both the instruments, it can be stated that though both CISG and UNIDROIT Principles deal with similar areas of law, they differ with respect to their formal and substantive scope of application. However they complement each other, when the Principle with its wider scope clarifies and interprets the pitfalls of the CISG. Thus it tries to achieve uniformity.
Article 7 is one among the article in CISG that suggests that there are certain areas that are not settled by the convention. While claiming that the CISG should with hold the international character and observe good faith in order to promote uniformity in international trade, it also states in sub clause (2) that matters not settled by this convention need to be settled in conformity with general principles on which it is based, or in its absence by the rules of private international law. As mentioned, though both CISG and UNIDROIT Principles are not similar word by word, an overall analysis of the two instruments with out any doubt leads to the conclusion that they share the common objective. Though the term 'general principles' are not mentioned in the convention, legal writers  and court [page 72] decisions  have inferred them from the text. Indeed, despite the fact that some of the principles are expressly stated in the convention, most principles must be derived or extracted from its specific provisions.
Based on this view, I would like to mention some of the relevant areas where UNIDROIT Principles are used to interpret or supplement certain provision of CISG.
4.1 Good faith
The CISG often speaks about the concept of good faith in international trade by stating that, 'observance of good faith in international trade is promoted'. CISG intends to secure the sales contract between the parties from different countries that are governed by good faith principles. However, once a sales contract is concluded, the parties are bound to follow the principles of good faith. This may however lead to certain difficulty as the CISG does not address the concept of good faith to the parties directly nor it talks about any pre contractual negotiations, which lead to the contract. This is a serious flaw, as the pre contractual negotiations are as important as the final contract. This is because many of the terms in the contract may be applied impliedly and the intention of the parties also contributes to a contract.
However according to corresponding provisions under Article 1.7 of the UNIDROIT Principles, each party must act in good faith and fair dealing in international trade. Even more specifically Article 5.1.2(c) of the Principles refers to good faith and fair dealing as a determining element, when and with which omitted contract term has to be implied. The concept of good faith is much clearer in UNIDROIT Principles since the object of this is to deal with the behaviour of contract parties while CISG intends to secure the sales contract between parties [page 73] from different countries that are governed by the good faith principles. Due to the general character, UNIDROIT Principles contain more detailed provisions on good faith and bad faith. Also it can also be seen that CISG does not govern the pre contractual phase while the Principles will be helpful even in cases of pre negotiation and also where the parties negotiate on a modification or termination of an existing CISG contract. Hence it can be concluded that UNIDROIT Principles gives a general interpretation of good faith than that found in CISG. In this way principles prove to be of helpful assistance for good faith by supplementing the interpretation of the CISG.
4.2 Trade usages
The application of trade usage and practices in contract is a common practice in any trade and in particular in an international trade. Article 9(1) of the CISG recognises the normative value of the usages by stating that, 'the parties to a contract are bound by any usage to which they have agreed and by any practices which they have established between themselves'. Moreover, paragraph (2) of Article 9 further states that 'the parties are considered, unless otherwise agreed to have impliedly made applicable to their contract or its formation a usage of which the parties knew or ought to have known and which in international trade is unduly known to, and regularly observed by parties to contract of the type involved in the particular trade concerned.
One of the issues that arise from the above provisions is that Article 9(2) requires the parties to the contract to know and understand usages that are incorporated into the contract as custom. But in practices, in many fields of international trade there exist certain accepted usages that are observed and applied to contract of the type involved in the particular trade concerned with such business, in spite of possible ignorance of the particular merchants or their inclusion of such usages in the contracts.
While Article 9 of the convention makes reference to established practices between the parties and also to trade usages which acquire a sense of generality, the UNIDROIT principles refers to practices and usages agreed upon by the parties to the contract. As per this Article, the parties are bound by usage that is widely known to and regularly observed in international trade by the parties in the [page 74] particular trade concerned except when the application of such a usage would be unreasonable. The only criteria that UNIDROIT Principles adopt are that the application of the usage must not be unreasonable. However it does not require the parties to the contract to know or ought to have known the applicable usage. This is because, the UNIDROIT Principles adopts an approach in which the usage that are widely known and observed in trade acquire juridical value independently of the degree of knowledge of the parties to the contract, due to the wide observance of such usages, knowledge of them is presumed by the participants in international trade.
Furthermore Article 9 of CISG envisages that the adoption of usages will be only observed in international trade and not domestic. This narrow view is better interpreted under the provision of UNIDROIT Principles, where the usage is not defined as such and what is required is that the application of usages should be only reasonable. Thus it can be said that UNIDROIT Principles work together with the CISG thus helping to interpret and supplement the provision of the usages to a great extent.
4.3 Fundamental breach
Fundamental breach is one of the areas that are used by the parties' in a contract in order to avoid the contract. Article 25 of the CISG deals with fundamental breach which states that 'a breach is fundamental if it result in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract, unless the party in breach did not foresee and a reasonable person of the same kind in the same circumstance would nor have foreseen such a result'.
One of the problems with this definition is that it does not define what is detrimental as whether it requires actual injury or loss or it refers only to material loss or to intangible loss as well. Also interpretation of terms like substantial deprivation and foreseeability leads to difficulties in providing a proper interpretation of the convention. However in these areas of gaps left by CISG, Chapter 7 of the UNIDROIT Principles provide a more express guideline regarding the factors determining fundamental non performance. The UNIDROIT Principles take into account the reasons whether the non performance is intentional or the non performance gives the aggrieved party reason to believe that it cannot rely on the other party's future performance or the non performing party will suffer disproportionate loss as a result of the preparation or performance if the contract is terminated. It can be said that considering the nature of the provisions of the [page 75] principles it can be regarded as international character and as it corresponds to similar provisions or general principles underlying the CISG, supplementing the convention.
4.4 Specific performance
One of the remedies available to the innocent party in a contract is specific performance. Under the CISG Articles 28, 46 and 62 deals with specific performance. However when compared with similar provision in UNIDROIT Principles, it may be seen that the provisions CISG seems to be have narrow interpretation. In general both the instruments adopt the principle of contractual performance of the parties' obligations, which is embodied in counterpart rules regarding the right of the obligee to require specific performance by the obligor. However in the convention the right of a party to require performance by the other party makes separate but similarly balanced provisions for a seller and a buyer in an international sales contract. The UNIDROIT Principles in its provisions of the right of the obligee to require performance by the obligor has a more detailed and coherent set of regulations and they make a clear distinction between performance of monetary and non-monetary obligations. Again rather than treating the specific performance as a discretionary remedy as in the convention, the UNIDROIT Principles provide several exceptions to the general rule on the obligee's right to require performance of non-monetary obligations based on the principle of reasonableness that is a principle of the convention. Even the Principles in including Article 7.2.4 covers a wider area than convention by including provisions of judicial sanction to ensure compliance which has no counter part in the convention and in that sense it is worth to find that principles share a common general criteria with the convention and hence its wider armpit is sure to supplement the convention.
4.5 Rights of the seller to cure performance
CISG as well as UNIDROIT Principles have similar provisions with regard to the rights of the seller to cure defects. While Article 48 of the convention deals with the right of the seller to cure the defects caused by the buyer who has not avoided the contract, provided it does not cause any unreasonable delay in performance or cause any inconvenience to the buyer, the UNIDROIT Principles under Art. 7.1.4 (1) (a) has corresponding provision much wider in scope that provides benefit to 'any non performing party' rather than seller alone in the CISG. However the [page 76] former is subject to Art. 48 (2) and 48(3) requiring the seller to request a notice from the buyer showing the intention either to allow the seller to cure or to avoid the contract. There is a conflict between Article 48 notice and Article 47, which is also a right per se to the buyer to issue notice, seeking avoidance of contract. As stated by Christopher Kee, whilst it might be reasonable for a seller to offer to cure within eight weeks under Article 48, it may also be reasonable for the buyer to require the cure within six weeks.
This conflict is resolved under UNIDROIT Principle and judicially  that the first to send an effective notice prevails. The requirements for avoidance for non-delivery or late delivery under the CISG and the UNIDROIT Principles do not differ in substance. With regard to the effect of a Nachfrist of unreasonable length, the solution provided in sentence 2 of Article 7.1.5(3) of the UNIDROIT Principles may be used to supplement Article 47(1) and 49(1)(b) CISG. It can be said that though there are some structural differences between the two instruments, yet there are many similarities that make them supplement each other and the principles because of this criteria it can be used to supplement the convention.
In the area of price, the convention has a contradiction with respect to Articles 14 and 55 dealing with an international sales contract that does not specify price. While Article 14 provides for an offer to be definite only if a price is expressly or implicitly fixed or provision is made to determine the price, Article 55 on the contrary provides for the possibility of contract to be validly concluded even without expressly or implicitly fixing the price stating that the price in such case may be determined by the parties from the price generally charged at the time of conclusion of the contract for such goods sold under comparable circumstance in the trade concerned. However the corresponding provisions in the UNIDROIT Principles states that the difference in matters of quality and price determines [page 77] whether the proposal is sufficiently definite to constitute an offer. Based on the official commentaries it can be further concluded that since no apparent contradiction exists between the CISG and the UNIDROIT Principles and the latter being simpler, the Principles can be used to aid in interpretation of the controversy in the convention. This can also be seen from Article 5.1.7 of the Principle that has not included the words 'where a contract has been concluded as in CISG. Also Principles have included the concept of reasonable price additionally to market price as in CISG and also the commentaries of the Principles opt for a more refined and detailed mechanism for determining the price additionally to market price as in CISG and also the commentaries of the Principles opt for a more refined and detailed mechanism for determining the price in a contract.
All the above-mentioned cases are not a complete list whereby UNIDROIT Principles have been used in the interpretation of the convention and thereby can be used as a supplement. These are only examples and there are still very many areas where the more flexible UNIDROIT Principles fit into the gaps left by the convention thus strengthening the uniform character of the convention leading to the harmonisation of sales law.
An analysis of the CISG and UNIDROIT Principles confirms the fact that both the instruments take its part in the ultimate harmonisation of international commercial law. It is found that having concluded in the year 1980, CISG was the most sought instrument in the fields of international sales contract as it seemed to be the first instrument in the field of sales law to have a neutral approach respecting the rights of the traders internationally rather than sticking on to the traditional domestic law approach.
As M.J. Bonell  states, UNIDROIT Principles represent a new approach to international trade law on account of its scope contrary to that of all existing international conventions including CISG, is not restricted to a particular kind of transaction but covers the general part of contract law. According to Bonell, due to the non binding nature of the UNIDROIT Principles, they could address a number of matters that had been completely excluded or insufficiently regulated by CISG.
Even though there is no binding requirement, the UNIDROIT Principles have been accepted as a part of international contract. A number of decisions provided by [page 78] either arbitral awards or court decisions provide a strong view in which UNIDROIT Principles are applied in international trade. An ever increasing importance of UNIDROIT Principles is evident from the review of 1994 instrument, which opted for amendment of certain provisions and to form revised amended of UNIDROIT Principles which covered the weaknesses of the 1994 principles and included the new areas of trade developed as a result of increases international trade among multitude of states. The new edition is conceived primarily as an enlargement rather than a revision with new provisions in Chapters 1 and 2, those necessary to adapt the principles to the needs of electronic contracting.
From the analysis of the provisions of the UNIDROIT Principles, it may be noted that UNIDROIT Principles start from the assumption that certain basic principles are shared by all legal systems. Meanwhile it is a fact that the UNIDROIT Principles are not intended to operate in isolation or in direct competition with other forms of instrument attempting for harmonisation, especially the CISG.
It is true from what Bonell  suggests that, the difference in opinion arises on the analysis of the nature in which UNIDROIT principles aids in interpreting CISG, keeping strict adherence to its general principles. In agreement with Bonell's view, I think the correct view as suggested should be the one in which the UNIDROIT Principles may well be used to interpret or supplement even international instruments such as CISG, and in order for the individual provisions to be used to fill gaps in the CISG, they must also be the expression of general principles underlying the CISG.
It is an accepted fact that a convention like CISG cannot bring all the laws satisfactory to traders of all the nationals. In such a context, an attempt through [page 79] UNIDROIT Principle is often regarded as a big step. In case of dispute resolution, the UNIDROIT Principles apply not as a term incorporated in the contract, but as 'rules of law' governing the contract together with the CISG, irrespective of whether they are consistent with the otherwise with the national domestic law.
With regard to the scope of the UNIDROIT Principles, it may be found that they are more wider and clearer than CISG and as Bonell  suggests, 'they were probably much less conditioned by the differences between the various legal systems and as such they could address a number of issues that are either completely excluded or not sufficiently regulated by the CISG'. With due regard to the fact that the UNIDROIT Principles cannot be regarded as the only international instrument that can solve the entire problems in international trade, what I could suggest is that, this can be a solution to the problems presently faced and in long term it can bring more authenticity and practicability by which traders can use this instrument frequently in dealing with international trade contracts.
It is now time for the courts as well as the arbitrators to keep the pace of this harmonisation process by following the provisions of UNIDROIT Principles in filling the gaps in CISG. As seen from the court decisions and awards of the tribunals, there has been a leap by the courts and arbitrators in this respect, which is really appreciated. Once they can perform their roles efficiently, the path for unification of international commercial law will not seem to be far reaching. [page 80]
* Dissertation submitted by Anukarshan Chandrasenan to the University of East Anglia, Norwich, England, for the degree of Master of Law in International Commercial and Business Law, September 2006.
1. Ferrari, F., 'Uniform Interpretation of the 1980 Uniform sales Law', (1994-1995) 24 Georgia journal of International and Comparative law, at p. 183-228, available at: <http://www.cisg.law.pace.edu/cisg/biblio/franco.html>.
2. Ferrari, F., 'Uniform Application and Interest rates under the 1980 Vienna Sales Convention', (1995) Cornell Review of the Convention on Contracts for the International Sale of Goods, 3-19, available at: <http://www.cisg.law.pace.edu/cisg/biblio/1ferrari.html>.
3. Bainbridge, S., 'Trade Usages in International Sales of Goods: An Analysis of the 1964 and 1980 Sales Conventions', (1984) 24 Virginia Journal of International Law, at 619- 665, available at: <http://www.cisg.law.pace.edu/cisg/biblio/bainbridge.html>.
4. Bonell, M.J., The UNIDROIT Principles and CISG, available at: <http://www.cisg.law.pace.edu/cisg/biblio/bonell.html>.
5. Ibid, fn 4.
6. Article 4(a) CISG.
7. Supra, fn 3.
8. Article 2 CISG.
9. Bonell, M.J., An International Restatement of Contract Law, The UNIDROIT Principles of Intentional Commercial Contracts, 3rd ed., 2004, Transnational Publishers Inc.
10. As pointed out by the Chairman of International Court of Arbitration of the International Chamber of Commerce as cited by R. Briner, Forward, in ICC/UNIDROIT (eds.), UNIDROIT Principles of International Commercial Contracts. Reflection on their use in International Arbitration quoted by Michael Joachim Bonell in ibid (n 9), p.264.
11. Sloan, D.M., The United Nations Convention on Contracts for the International Sale of Goods-An Overview.
12. Schlechtriem, P., (translation by Koehler, M.), Interpretation, gap-filling and further development of the UN Sales Convention, available at: <http://www.cisg.law.pace.edu/cisg/biblio/schlechtriem6.html>.
13. Andersen, C. B., Furthering the Uniform Application of the CISG: Sources of law on the internet, available at: <http://www.cisg.law.pace.edu/cisg/biblio/andersen1.html>.
14. Behr, V., 'The Sales Convention in Europe: From Problems in Drafting to Problems in Practice', (1998) 17 Journal of Law and Commerce, available at: <http://www.cisg.law.pace.edu/cisg/biblio/behr.html>, cited Honsell, H., Kommentar zum UN-Kaufrecht,1997, Preface.
15. Behr, V., 'The Sales Convention in Europe: From Problems in Drafting to Problems in Practice', (1998) 17 Journal of Law and Commerce, available at: <http://www.cisg.law.pace.edu/cisg/biblio/behr.html>.
16. Hackney, P., 'Is the United Nations Convention on the International Sale of Goods Achieving Uniformity?', (2001) 61 Louisiana Law Review, at pp. 473-486, available at: <http://www.cisg.law.pace.edu/cisg/biblio/hackney.html>.
18. Bonell, M.J., 'The UNIDROIT Principles of International Commercial Contracts and the Principles of European Contract law: Similar rules for the same purposes?', (1996) 26 Uniform Law Review, at pp. 229-246, available at: <http://www.cisg.law.pace.edu/cisg/biblio/bonell96.html>.
19. Basedow, J., The UNIDROIT Principles of International Commercial Contracts and German Law, available at <http://www.wirtschaftsrecht.uni-freiburg.de/gfr/Bristol/Basedow/basedow.pdf>.
20. Comparative treatment by Kotz, H., Rechtsvereinheitlichung-nutzen, Kosten, Methoden, Ziele, Rabels Z 50 (1986) 1 seq quoted in ibid.
21. Bonell, M.J., 'The UNIDROIT Principles of International Commercial Contracts and CISG: Alternatives or Complementary Instruments?', (1996) 26 Uniform Law Review, at 26-39.
22. Bonell, M. J., An International Restatement of Contract Law and the UNIDROIT Principles of Commercial Contracts, cited Kotz, H., UNIDROIT Principles of International Commercial Contracts, 1994, at p. 16.
23. Kotz, H., UNIDROIT Principles of International Commercial Contracts, 1994, at p. VII.
24. Supra fn 19, cited in Goode, 'International Restatement of Contract and English Contract Law', (1997) Uniform Law Review, at p.234.
25. Ziegel, J.S., 'The UNIDROIT Contract Principles, CISG and National Law', presentation at a seminar on the UNIDROIT Principles at Valencia (6-9 November 1996), available at: <http://www.cisg.law.pace.edu/cisg/biblio/ziegel2.html>.
27. Supra fn 18, at p. 177, cited F. Vischer, 'The relevance of the UNIDROIT Principles for judges and Arbitrators in Disputes Arising out of International Contracts', (1998/1999) 1 The European Journal of Law Reform, at p. 203.
28. Lando, O., The CISG, Unidroit Principles and the Principles of European Contract Law in a Global Commercial Code, available at: <http://www.iue.it/LAW/ResearchTeaching/EuropeanPrivateLaw/Conferences/Lando_CISG.pdf#search=%22www.iue.it%2FLAW%2FResearchTeaching%2FEuropeanPrivateLaw%2FConferences%2Flando_CISG.pdf%22>.
30. Rosett, A.I., 'The UNIDROIT Principles of International Commercial Contracts: A new approach to international commercial contracts', (1998) 46 American Journal of Comparative Law, Supplement, at 347-360, available at: <http://www.cisg.law.pace.edu/cisg/biblio/rosett1.html>.
32. Sarcevic, P., and Volken, P. (eds.), The International Sale of Goods Revisited, 2001, Kluwer Law International, cited Veeder, Uniform Law Review, 1998.
33. Boele-Woelki, K., 'Terms of Co-existence: The CISG and the UNIDROIT Principles', in Sarcevic, P., and Volken, P., (eds.), The International Sale of Goods Revisited, 2001, Kluwer Law International, at p.214.
34. Ibid, at p. 228.
35. Bonell, M.J., Irving on Hudson NY, 2nd edn, 1998, cited in supra fn 57, p. 234.
36. See among others Franco Ferrari, 'General Principles and international uniform commercial law conventions: A study of the 1990 Vienna Sales Conventions and the 1988 UNIDROIT conventions on international Factoring and Leasing', 10 Pace Int'l 1.Rev. 157, 162 (Summer 1998) cited by Lucia Carvalhal Sica, Gap Filling in the CISG: May the UNIDROIT Principles Supplement the Gaps in the Convention? , Nordic Journal of Commercial Law, issue 2006 #1 available at: <http://www.njcl.utu.fi/1_2006/article2.pdf>.
37. Rheinland Versicherungen v. Atlarex S.r.l, Tribunale [District Court] di Vigevano, Italy, 12 July 2000, Case No.405, available at: <http://cisgw3.law.pace.edu/cases/000712i3.html>, Al Palazzo S.r.l v Bernardaud S.A, Tribunale [District Court] di Rimini, Italy, 26 November 2002, 3095 available at: <http://cisgw3.law.pace.edu/cases/021126i3.html>; Scatolificio La Perla S.n.c. di Aldrigo Stefno e Giuliano v Martin Frischdienst GmbH, Tribunale [District Court] di Padova, Italy, 31 March 2004, case Number 40466 available at: <http://cisgw3.law.pace.edu/cases/040331i3.html> etc mentioning the identification of general principles regarding the allocation of the burden of proof cited by Lucia Carvalhal Sica, Gap Filling in the CISG: may the UNIDROIT Principles Supplement the Gaps in the Convention?, Nordic Journal of Commercial Law, issue 2006 #1.
38. Franco Ferrari, 'Uniform Interpretation of the Uniform Sales Law', 24 GA J. Int'l & Comp. L. 222-226 cited by Lucia Carvalhal Sica, Gap Filling in the CISG: May the UNIDROIT Principles Supplement the Gaps in the Convention?, Nordic Journal of Commercial Law, issue 2006 #1.
39. Article 7 CISG.
40. Ulrich Magnus, Remarks on good faith, available at <http://www.cisg.law.pace.edu/cisg/principles/uni7.html>.
41. Art. 2.1.14 of the UNIDROIT Principles.
42. United States 10 May 2002 Federal Court (New York) [Geneva Pharmaceuticals Tech Corp. v Barr Labs Inc.] available at: <http://cisgw3.law.pace.edu/cases/020510u1.html>.
43. Jorge Oviedo Albán, 'Remarks on the Manner in which the UNIDROIT Principles may be used to interpret or supplement CISG Article 9', available at: <http://www.cisg.law.pace.edu/cisg/biblio/oviedoalban5.html>.
44. Robert Koch, 'Commentary on whether UNIDROIT Principles of International Commercial Contracts may be used to Interpret or Supplement Article 25 of CISG', available at: <http://www.cisg.law.pace.edu/cisg/biblio/koch1.html#rk37>.
46. John Felemegas. 'Comparison between provisions of the CISG regarding the right to require specific performance (Arts. 28, 46 and 62) and the counterpart provisions of the UNIDROIT Principles (Arts. 7.2.1 and 7.2.5)', available at: <http://www.cisg.law.pace.edu/cisg/biblio/felemegas13.html>.
49. Christopher Kee, 'Remarks on the manner in which the UNIDROIT Principles may be used to interpret or supplement Article 48 of the CISG', available at: <http://www.cisg.law.pace.edu/cisg/biblio/kee1.html>.
50. Germany 24 September 1998 District Court Regensburg available at <http://cisgw3.law.pace.edu/cases/980924g1.html> cited by Christopher Kee in 'Remarks on the Manner in which the UNIDROIT Principles may be used to interpret or supplement Article 48 of the CISG', available at: <http://www.cisg.law.pace.edu/cisg/biblio/kee1.html>.
51. Robert Koch, 'Commentary on Whether the UNIDROIT Principles of International Commercial Contracts may be used to Interpret or Supplement Articles 47 and 49 of the CISG', available at: <http://www.cisg.law.pace.edu/cisg/biblio/koch2.html>.
52. Dr. Jumpita Ruangvichathorn, 'Commentary on whether the UNIDROIT Principles of international commercial contracts may be used to interpret or supplement Article 55 of the CISG', available at <http://www.cisg.law.pace.edu/cisg/biblio/ruangvichathorn.html>.
54. See the Official UNIDROIT Commentary on Article 5.7, available at: <http://cisgw3.law.pace.edu/cisg/principles/uni55.html#official>.
55. M.J. Bonell, 'The UNIDROIT Principles of International Commercial Contracts and the Harmonisation of International sales Law', quoting M. Bridge in The International Sale of goods: Law and Practice p. 54 (1999), available at: <http://www.themis.umontreal.ca/pdf/rjtvol36num2/bonell.pdf>.
56. M.J. Bonell, 'UNIDROIT Principles 2004 -- The new Edition of the Principles of International Commercial Contracts adopted by the International Institute for the Unification of Private Law', Uniform law Review 2004, pp. 5-40, available at: <http://www.unidroit.org/english/principles/contracts/principles2004/2004-1-bonell.pdf>.
57. Arthur. I. Rosette, 'American Law at the end of the 20th century: U.S. National Reports to the XVth International Congress of Comparative Law' , Sction III, Topic III.A.2 Part I, The UNIDROIT Principles of International commercial contracts: A New Approach to International Commercial Contracts, 46 American Journal of Comparative Law, Supplement (1998), 347-360 available at: <http://www.cisg.law.pace.edu/cisg/biblio/rosett1.html>.
58. Michael Joachim Bonell, 'General Report, in: A new approach to International Commercial Contracts: The UNIDROIT Principles of International Commercial Contracts', XVth International Congress of Comparative Law, Bristol, 26 July 1 - August 1998 (Kluwer Law International 1999) 12-13 cited by Albert H. Kritzer in 'General Observations on use of the UNIDROIT Principles to help interpret the CISG' available at: <http://cisgw3.law.pace.edu/cisg/text/matchup/general-observations.html>.
59. Supra, fn 56.
60. Katharina Boela-Woelki, 'Terms of Co-existance: The CISG and the UNIDROIT Principles', The International Sales of Goods Revisited, edited by Petar Sarcevic and Paul Volken, Kluwer Law International, 200 1, p. 224.
61. M.J. Bonell, 'The UNIDROIT Principles of International Commercial Contracts and CISG -- Alternatives or complementary Instruments?', Uniform Law Review (1996), available at: <http://www.cisg.law.pace.edu/cisg/biblio/ulr96.html>.