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Excerpt from John O. Honnold, Uniform Law for International Sales under the 1980 United Nations Convention, 3rd ed. (1999), page 248. Reproduced with permission of the publisher, Kluwer Law International, The Hague.

Article 33

Time for Delivery

§ 216 Article 33 [1]

"The seller must deliver the goods:

(a) if a date is fixed by or determinable from the contract, on that date;

(b) if a period of time is fixed by or determinable from the contract, at any time within that period unless circumstances indicate that the buyer is to choose a date; or

(c) in any other case, within a reasonable time after the conclusion of the contract."

The statement in paragraph (a) that the seller must act in conformity with the contract reinforces the general rules of Articles 6 and 30, supra at §§74 and 206. Most articles of the Convention do not reiterate the parties’ obligation to comply with the contract but in a few places where detailed provision is made for points that are usually covered by contract it seemed advisable to underscore the dominant role of the contract. (Arts. 34, 35(1), 41.) The number of these references was minimized to avoid giving the impression that the contract controls only when it is specifically invoked.[2]

Subparagraph (b) applies when contracts provide a period within which delivery shall occur but do not state whether the seller or the buyer has the choice as to the precise time within the period. The presumption that the seller may choose the date reflects the seller’s more complex duties—procurement or production, packaging and other arrangements for delivery. We have just seen illustrations in Article 32 of shipping arrangements that may need to be made by the seller.[3] The buyer’s duty to take delivery is governed by Articles 53 and 60, §§322, 341-343, infra.[page 248]

FOOTNOTES: Chapter on Article 33

1. Art. 33 is substantially the same as Art. 31 of the 1978 Draft. Subparagraphs (a), (b) and (c) are based (respectively) on ULIS 20, 21 and 22.

2. A similar concern is reflected in (U.S.A.) UCC 1–102(4): "The presence in certain provisions of this Act of the words ‘unless otherwise agreed’ or words of similar import does not imply that the effect of other provisions may not be varied by agreement...."

3. Accord: Lando in B-B Commentary 261; Incoterms (1990): the trade terms generally (at A4) authorize the seller to deliver "within the period"). The "reasonable time" rule of paragraph (c) is similar to rules of domestic law. See (U.S.A.) UCC 2–309(1); (U.K.) SGA (1893) 29(2). See: Schlechtriem, Com. (1998) 261–268 (Huber).

Pace Law School Institute of International Commercial Law - Last updated February 24, 2005
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