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Reproduced with permission of Horn & Schmitthoff ed., The Transnational Law of International Commercial Transactions: Studies in Transnational Economic Law, Deventer: Kluwer Law and Taxation (1982) vol. 2, 125-135

From the Hague to Vienna: Progress in Unification
of the Law of International Sales Contracts?

Peter Schlechtriem [*]

      OUTLINE:

  1. Experience with a Uniform Sales Law -- the Hague Sales Law in Action
  2. Comparison of Certain Features of the Hague and the UN Sales Laws
    1. Requirements for Application
    2. Exemptions
    3. Structure and Drafting
    4. Comparison of Some Solutions
    5. Interpretation and Gap-filling
  3. Final Observations

I. EXPERIENCE WITH A UNIFORM SALES LAW -- THE HAGUE SALES LAW IN ACTION

To give an evaluation of the development from the Hague Sales Law [1] henceforth 'ULIS' and 'ULFIS', to the United Nations Uniform Sales Law [2] one should begin with a question: do we need such uniform sales laws at all? If the need is really pressing, one has to be tolerant of uniform laws and their contents. If there is no such need, insignificant shortcomings in the uniform law might tip the scale against it. The battle over the need for a uniform law on international sales of goods was bitterly fought, as you might remember, after the conclusion of the diplomatic conference in the Hague in 1964, and it is likely to be resumed over the UN Sales Law. I shall not [page 125] repeat the arguments and theories brought forward for and against the Hague Sales Law, since Professor Grigera Naón has already convincingly dealt with that problem,[3] but I would like to restrict myself to rather subjective review of the German experience with this law since its enactment in 1974.

At first, scepticism was strong.[4] It was expected that the parties would always opt out, i.e. agree that the Uniform Law should not govern their transaction.[5] And it was predicted that the courts, unfamiliar with this new body of law, would try to interpret the respective agreements quite liberally in order to find an intention of the parties to opt out. Indeed, some courts did so, using, for instance, reference to standard contract terms as an implication that the parties agreed on the application of the domestic law of the party introducing the standard terms.[6] The underlying theory was that, since the standard terms were aimed at modifying a domestic law, they thereby implied its application. But these decisions were exceptions. More often, the courts applied the new rules, and we now have a string of decisions, including decisions of the highest German court (Bundesgerichtshof), dealing with the Hague Sales Law. These decisions confirmed the hopes of those who had favoured such a uniform law, that it would be applied and would not become a dead letter in the law books, being used mainly as a quarry for doctoral theses. They also revealed some of the problems of uniform laws -- issues not decided clearly enough to avoid doubt and speculation, unforeseen consequences and open gaps. The decisions also proved that the courts had, in general, no difficulties in applying concepts which were not used in German law and with which the judges, therefore, were not familiar. Examples of such concepts are that of a fundamental breach as a prerequisite for the avoidance of a contract, and the limits of recovery of damages under the rule of Hadley v. Baxendale, embodied in Art. 82 ULIS.

I would like to add a personal experience. In April 1981, I attended a conference of commercial court judges on the subject of the Uniform Sales Law. In the discussions with participants who had already applied the ULIS, I learned that almost all of them were in favour of this Act -- they found it a great relief that the uncertainties of conflict of law rules could be avoided, and evaluated the substantive provisions, especially those regulating the obligations of the seller and the respective remedies of the buyer, as much better suited to transnational sales contracts than the rules of our domestic sales law.[7] [page 126]

I think, therefore, that I do not have to unravel the discussions about the pros and cons of a uniform sales law -- ULIS has proved to be not only workable, but helpful; it has so far passed the test,[8] I can, therefore, turn to my topic of comparison of the two Conventions in order to establish whether there is some improvement discernible, or whether here too, in the words of Oliver Wendell Holmes, rephrased by Grant Gilmore, 'one of the great motivating forces of law reform [was] ignorance'.[9] The decision whether those states which have adopted the Hague Sales Law should abandon it in favour of the UN Sales Law, does not only depend, of course, on the qualities of both laws. It also has to take into account that the UN Sales Law might find worldwide acceptance, while ULIS and ULFIS certainly will not -- not anymore. But since the prospects of worldwide acceptance of the UN Sales Law are uncertain so far, I can restrict myself to an evaluation 'on the merits'.

II. COMPARISON OF CERTAIN FEATURES OF THE HAGUE AND THE UN SALES LAWS

A. Requirements for Application

Apart from the requirement that we are dealing with contracts for the sale of 'goods', i.e. movables, and leaving aside for now certain other exclusions, the basic requirements for the application of the Hague Sales Law are two: (1) the parties must have their places of business in different States or Contracting States; and (2) the formation or performance of the contract must cross a State border, for instance, by requiring that the goods be shipped from one country to another.

In comparison, the UN Sales Law is much simpler: it requires only that the parties have their places of business in different Contracting States. How and where the sale is concluded and consummated does not have any bearing. The emphasis on 'Contracting' States is also an improvement, since the Hague Sales Law, by requiring only different 'States', was rightly denounced as reaching too far (the Convention relating to a Uniform Law on the International Sale of Goods contains, however. a reservation clause -- Article V -- leaving the possibility to a State ratifying the Convention to enact a more restricted version using the words 'Contracting States', as was done by the Federal Republic of Germany).

Besides this simple rule on application in the UN-Sales Law, there is (in Art, 1, para, l(b)) another clause which was vigorously debated and led to a reservation provision in the final version. As Professor Grigera Naón has reported, it states that the Uniform Law is also applicable when conflict of law rules lead to the application of the law of a Contracting State. Although the underlying rationale of this rule is easy to grasp, its application and [page 127] consequences are not: it is meant to make sure that the Uniform Law is always followed if the law of a Contracting State is to be applied to an international sale of goods, thus enabling a foreign court to deal with a set of rules accessible in all major languages and thoroughly analysed and commented upon, instead of having to apply a domestic law of a Contracting State perhaps less accessible to it. Despite the many objections to this rule -- e.g. that it is complicated, and that it might be contrary to the will of the parties to find themselves bound by the Uniform Law -- I believe it can be defended. If I may take up the problem of forum shopping, emphasised by Professor Grigera Naón, this problem is caused primarily by divergencies of conflict of law rules, and it exists regardless of the UN Uniform Sales aw and its Article 1(1)(b). The only difference caused by this provision is hat the forum shopper instead of shopping among several domestic laws, can now choose between a domestic sales law and a Uniform Sales Law. At least Article 1(1)(b) should not tip the scale against the UN Sales Law, since it can be avoided by using the reservation clause in Article 95.[10]

If the requirements for its application are met, the law applies without any specific agreement or understanding of the parties to this effect. The 'opting in' solution, favoured by some delegations, did not find a majority. It would have reduced the Uniform 'Law' to a set of uniform contract terms of rather theoretical interest. Not even a reservation clause enabling the 'opting in' solution -- as was to be found in the Hague Convention relating to a Uniform Law on Contracts for the International Sale of Goods, Article V -- was accepted. This is, in my opinion, the more practical solution but perhaps the less diplomatic one.[11]

B. Exemptions

I have already mentioned that there are exemptions from the applicability of the Uniform Laws, even where the basic requirements of application are met. Two exemptions are especially difficult ones, and neither the Hague nor the UN Sales Law has fully achieved its goals in its respective provisions:

a. Domestic consumer protection laws very often treat a buyer in a much more favourable and lenient manner than normal sales laws. Since consumer protection has a high priority, the drafters of the Uniform Laws intended to avoid overlap and friction, and, therefore, tried to exempt consumer sales from the sphere of application of the Uniform Sales Law. Since, in 1964, consumer protection was only conceived as protection against oppressive instalment sales conditions, the Hague Sales Law therefore, phrased its exception around instalment sales. In 1980, however, the consumer had [page 128] achieved the status of a pet child of most law-makers, and consumer protection laws covered much more ground. The UN Sales Law, therefore, excluded from its application all sales 'of goods bought for personal, family or household use' (Art. 2(a)). However, even this broader exception cannot entirely avoid overlap, since domestic consumer protection laws sometimes extend to purchases by small businessmen for commercial use, as does e.g. the German Instalment Act. This might create considerable problems which, for lack of time, cannot be discussed here.

b. Another example of problems created by an overlap of provisions in the Sales Law and domestic rules is the relation of product liability rules to the liability articles of the Uniform Laws. The UN Sales Law has tried, at least, to come to grips with this problem of inconsistent rules by excluding all claims for personal injuries and death from its scope. But what about property damages? What if -- to take two German stock examples -- the poisonous oats kill the horses of the buyer instead of nourishing them, or if, by some defect in the delivered refrigeration plant, the goods stored therein by the buyer deteriorate: can the buyers sue in tort, despite having lost their contractual claims for lack of proper notice 'within reasonable time' (Art. 43(1), UN Sales Law)? To be fair, this problem can hardly be solved in the Conventions, and by definitely excluding personal injury claims, the UN Sales Law is clear as to its policies: whenever there is a violation of standards of care by the seller due to his marketing something that could cause harm to the buyer or a third party regardless of contractual obligations, the resulting damages can also be claimed in tort, and the restrictions for remedies under the Uniform Law do not apply.

C. Structure and Drafting

a. One of the main improvements of the UN Sales Law in comparison with the Hague Sales Law is its consolidation of the remedies of the parties. While the Hague Sales Law, although based on the central concept of breach of contract, regulated the remedies of, for example, the buyer in connection with every particular obligation and its respective breach (late delivery, delivery at the wrong place, non-delivery, delivery of non-conforming goods), the UN Sales Law, in contrast, has consolidated the obligations in two sections and all the available remedies in another section. The advantage is obvious (and often praised [12]): where ULIS was detailed and complicated, and required experience and thorough analysis to be interpreted, the UN Sales Law can be read and understood easily, even by a layman.

b. The Hague Sales Law was the product of 35 years of scholarly endeavours, and sections of it, therefore, became quite sophisticated. In particular, the concept of delivery, developed by Ernst Rabel, was an ingeniously conceived tool to deal with different issues such as performance [page 129] and risk of loss, but it proved to be very complex and too 'thoroughbred' for smooth and doubt-free application. The drafters of the UN Sales Law have done away with it, and have solved the issues of performance (when achieved) and risk of loss separately, using plain descriptive terms instead of one central, but difficult legal concept.

c. Touching on the problem of drafting, I should analyse every Article before making evaluations. This cannot be done here, and I therefore have to restrict myself to some general observations -- in elaborating a uniform law, draftsmen rarely invent new solutions which have never been tried before, but turn to the stock at hand in the domestic laws. Since each drafter is usually an expert only in his own legal system, it is likely that the respective domestic solutions offered by each drafter's respective legal system are proposed and favoured,[13] and the committees, working groups, etc., have to make a choice or to find a compromise. In addition, delegates might conceive themselves as representing certain interests, for instance, those of predominantly purchasing countries, while others are more aware of the needs of sellers. These different groups will propose conflicting viewpoints, and a choice or compromise will have to be made. This can be extremely difficult, and sometimes the drafters simply compromise by embodying conflicting and irreconcilable solutions into the law. This was the case, for instance, in regard to pretium certum (price fixed or determinable) in the UN Sales Law as a requirement for a valid agreement.[14] Another way out in such situations is a reservation clause, permitting a State to enact the law without certain provision or with an alternative one on the contested issue. One can get a first impression of how serious the drafters were in their pursuit for unification from the number of reservation clauses and the importance of the issues thereby reserved to domestic laws. The UN Sales Law contains only a few reservation clauses, which is an admirably good result.[15]

Besides reservation clauses, a third escapist way to avoid a clear-cut decision between conflicting solutions exists: instead of choosing a hard and fast rule, one can insert general clauses or exceptions to the main rule, couched in vague and flexible terms, The Hague Sales Law gives a good -- or better, bad -- example of this technique in regard to the revocability of the offer. Being unable to decide between the divergent solution of the common law on one side and some continental laws on the other side, it settled for a compromise: the offer can be revoked, unless the revocation violates the principle of good faith or the standards of fair dealing among merchants.[16] The same problem came up in the UNCITRAL and UN Commissions, and was settled again in compromise fashion, leaving in fact [page 130] the decision to the courts.[17] Provisions using such 'undefined concepts' as, e.g., 'reasonable', which are open to divergent interpretations and rulings, are far more numerous in the UN Sales Law. They indicate that clashes of different legal systems and particular interests were more common in the preparation of this law than in the Hague. Let me give you but one notorious example. Provisions requiring the buyer to give notice of a defect in the goods, cutting off his remedies in case of omission of the required notice, are designed to protect the seller. He should be able to regard a transaction as final after a certain or a stated time, thereby relieving him from keeping records and evidence at hand for years in order to defend himself against claims from the buyer. But a hard and fast rule to this end could cause hardship to the buyer, who, perhaps without fault, might have omitted to send such a notice within the required time. The controversy about a notice requirement sometimes threatened the successful outcome of the Vienna conference. The compromise worked out in the end kept the notice requirement, but eases its consequences by allowing a buyer who has not given notice within two years some remedies if he has a 'reasonable excuse' for his omission.[18] But what might be regarded as a reasonable excuse?

In evaluating such 'open' concepts, which are abundant in the UN Sales Law and very often indicate that the conference was unable to find a majority for anyone of several clear-cut proposals, one also has to take into account another point: while general clauses in domestic laws might also be open to different interpretation, there is usually some instance, such as a highest court, to finally settle a disputed interpretation. No such authoritative instance exists for the Uniform Sales Law. One might well fear, therefore, that the many provisions open to divergent interpretation might endanger the achieved uniformity and lead to different 'uniform' laws -- and, as a consequence, forum shopping. I think this is more likely with the UN Sales Law than with the Hague Act,[19] and I will return to this point later.

D. Comparison of Some Solutions

Despite the many provisions using general terms such as 'reasonable', I think it is fair to say that, in the main, the UN Sales Law offers acceptable solutions, preserves what is sound in the Hague Sales Law, and deviates from its predecessor where there was good reason to do so. Again, I have to abstain from an extensive comparison, and give but a few examples.

a. The Hague Sales Law, although expressly providing that an offer or an acceptance had to be received, left open the question whether receipt or [page 131] mailing was determinative with regard to most of the other relevant communications. The UN Sales Law has cleared this ambiguity in Article 27, providing that, in general (i.e. without a provision to the contrary), mailing is decisive. The question whether performance can be suspended for deterioration of a party's capacity to meet his obligations, if this deterioration existed or began even before the conclusion of the contract, is now clearly answered in the positive, thereby cutting off the defaulting party's somewhat cynical defence that he was always in bad shape and never paid his bill on time. The rule on exemptions -- Article 79 -- states the underlying policy more convincingly than Article 74 ULIS, and also contains a solution for the responsibility for third parties, a topic on which ULIS is mute. The provision dealing with the seller's responsibility for claims based on industrial or intellectual property which interfere with the intended use of the goods, is also an improvement worth mentioning here.

b. There are mistakes in the new law, too. The decisive date for the computation of a price reduction (time of delivery) is based on a misunderstanding of the function of this remedy as compared with a claim for damages (see Art. 50). The risk of loss provision for goods sold in transit -- Article 67 -- is ill-suited to practical needs, although the wrong principle is somewhat righted in sentence 2 of this provision (another example of an uneasy compromise). The reservation clause for the protection of national form requirements is regrettable, and the provision intended to counter the impact of domestic form requirements, by defining the minimum by which they can be met -- i.e. by telex or telegram -- is awkwardly phrased and can give rise to different interpretations.

Some shortcomings of the Hague Sales Law were obviously overlooked, because they were neither discussed nor corrected: both laws deal extensively with the prerequisites for avoidance of the contract, but are rather reluctant to deal with the obligations of the parties thereafter -- a gap that has already led to a decision by the German Bundesgerichtshof.[20] One can also find examples where an inadequate solution in the Hague Sales Law was replaced by an equally poor provision, for instance, as to interest due on arrears.[21]

However, citing a few mishaps does not mean that the overall picture is bleak. In weighing the solutions, and especially the compromises, one has to bear in mind that the larger the number of participating states, the more numerous the compromises tend to be. They are, therefore, to a certain extent the price for a worldwide acceptance of the Uniform Law -- paid of course, in advance. [page 132]

E. Interpretation and Gap-filling

As already mentioned, I believe the UN Sales Law in general is well conceived and merits acceptance. If it is enacted in at least a majority of the trading nations of the world, it will make a good legal framework for transnational commerce, to be preferred over the intricate and uncertain working of conflict of law rules. However, I would like to add a note of caution. Reaching uniformity of legal rules by enacting a uniform law is but one step. Equally important -- and difficult -- is the preservation of uniformity. Application and interpretation are inseparable, and interpretation often means creative development; but creative development can take different directions. This is especially likely in the case of the Uniform Sales Law. First, the many general clauses lend themselves to divergent interpretations. Also, there is some likelihood that courts might regard and interpret provisions in the light of their respective domestic laws, thereby staying on familiar ground. Since no high court is empowered to give a uniform interpretation, this might well mean that uniformity is lost by application.

a. To prevent such a development, both laws contain provisions on interpretation and gap-filling. Both laws reject the idea that every issue not expressly settled in the uniform law itself should be governed by domestic law. The wording of the respective provisions is, however, different, and Article 17 ULIS has given rise to some speculation about the principles referred to therein, which are to be used in interpretation and gap-filling.[22] Article 7 of the UN Sales Law also refers to the 'general principles, on which it is based', but puts a limit on an all too inventive search for such principles. It also states clearly in paragraph (1) that the objective of interpretation and gap-filling is 'the need to promote uniformity in ... application'.

Despite these guiding provisions, interpretation might pose difficult questions. First of all, one has to ask whether the problem in question is a 'matter governed by this Convention'. If the answer is negative, recourse to domestic law is necessary, because a development of the Uniform Sales Law into fields not governed by the Convention would be an infringement of the law-making powers and bodies of the countries whose domestic law should be applied instead of the Uniform Law. How does one determine what is a matter governed by the Convention when the text of the Convention does not contain a provision dealing with this question? Let me give an example already mentioned: the buyer has avoided the contract for defects in the goods, amounting to a fundamental breach. Where are the goods to be returned? Who pays for the cost of transportation and bears the risk of loss? Where is a down-payment to be paid back? The latter question was brought before the German Bundesgerichtshof last year [23] in connection with a problem of venue and jurisdiction. The buyer, suing for his advance payment, filed his complaint with a local court because the applicable rules of civil [page 133] procedure stated that the venue should be the place where performance of the contested obligation should have occurred. Was it the buyer's place of business? The German court dismissed the complaint, finding in ULIS -- which is mute on this question -- an underlying principle that all obligations are to be fulfilled at the seller's place of business, unless otherwise provided for in the contract or ULIS. It thereby also answered the first question that this is a matter governed -- though not expressly and clearly -- by the Uniform Law. I should agree with this, because the Uniform Law deals with some consequences of avoidance and thereby claims that the redelivery and repayment obligations are matters governed by it. To give another example, although the Law regulates recoverable damages, this does not mean that the validity of liquidated damages clauses is within the domain of the Uniform Sales Law.

The second question, on what principle in the Uniform Law could a solution be based, is even more difficult, and one can well take exception to the above-mentioned solution by the German Bundesgerichtshof. Is there really only one principle as to the performance of obligations to deliver and to pay? How about obligations which are to be performed 'Zug um Zug', i.e. concurrently?[24] Could it be that the seller in breach could ask for redelivery at his own place? It is all too likely that different principle could be discovered in the Uniform Law, and different solutions developed.

b. To preserve and further uniformity, one has to look beyond the Uniform Law itself and its provision aimed at this goal. It seems to me that there should be some institution in charge of a uniform development of the Uniform Sales law. The establishment of a high court with powers to set precedents on interpretation is, of course, a utopian ideal. But it would help, if the States enacting the Uniform Law -- or UNCITRAL as its cradle -- would set up some advisory board to observe and collect decisions and opinions, and make them accessible by way of translation and publication in the major languages of the world. That in itself should, to a certain degree, prevent divergent interpretations, because it would facilitate familiarity with prior opinions, and would avoid opinions differing because of ignorance of precedent. In the long run, such a collection might also serve as the basis for reform, although this is, in the case of uniform laws, even more difficult than in the case of domestic laws. However, in dealing with these matters, I have already exceeded my mandate.

III. FINAL OBSERVATIONS

Asked by the sponsors of the conference to give my opinion of what the UN Sales Law might mean to countries which have enacted the Hague Sales Law, I now have the feeling of having dodged the question. Since the UN Sales Law was developed from the Hague Sales Law, it has, despite the differences, much more in common with its predecessor than with any single [page 134] domestic law. I should, therefore, rephrase the question as to what both of the uniform laws mean, or could mean, to countries enacting one or the other or both of them consecutively. I have already mentioned how ULIS and ULFIS were approvingly applied in practice in Germany. However, there is another observation to be added: scholars dealing with the Hague Sales Law, as well as people involved in the legislative reform of the law of obligation in the German Civil Code, have increasingly borrowed concepts and solutions from the Uniform Law. The basic concept of breach of contract has especially found acclaim and is quoted as a model for reform. As I have learned, the Hague Sales Law is similarly acknowledged in other countries by law reformers. Should these developments continue and become more common (the need to analyse the UN Sales Law, and the discussions in law journals and monographs might considerably contribute thereto) .then perhaps the Uniform Sales Law might form a nucleus of common understanding of issues and possible solutions in the field of sales law. This in itself would be a considerable achievement. [page 135]


FOOTNOTES

* Institut für Ausländisches und Internationales Privatrecht, Albert-Ludwigs-Universität. Freiburg.

1. Uniform Law on the International Sale of Goods (BGBI 1973 II. S.892); Uniform Law on the Formation of Contracts for the International Sale of Goods (BGBI 1973 II. S.925).

2. UN Convention on Contracts for the International Sale of Goods (1980) 19 I.L.M. 668.

3. See Grigera-Naón, 'The UN Convention on Contracts for the International Sale of Goods., supra, p. 89 et seq. The argument put forward in the discussion that unwary parties might be 'caught' by a Uniform Law unknown to them is, despite its age, not very convincing: if not caught by a Uniform Law, which is accessible and capable of being understood, the unwary parties will be caught in a foreign legal system which might totally inaccessible to them.

4. See Magnus, 'Das Haager Einheitskaufrecht und die gegenwärtige deutsche Praxis' (1977) 30 N.J.W. 2000; Mertens, 'Rechtsvereinheitlichung rechtspolitisch betrachtet', Festschrift Bärmann (1975), p. 651 et seq.

5. See Neumayer, 'Um die Zukunft des einheitlichen Kaufrechts', Festschrift Cohn (1975), p. 171.

6. Schiedsreicht der hamburger freundschaftlichen Arbitrage, R.I.W./A.W.D. 1978, p. 337 et seq.; OLG München, N.J.W. 1978, p. 499 (dictum).

7. Similar observations are found in Magnus, supra, note 4, at p. 2002.

8. This is true not only in Germany, but in other European jurisdictions as well; see Magnus, 'Europäische Kaufrechtsvereinheitlichung' (1981) 45 RabelsZ 150.

9. See The Death of Contract (1980), p. 57.

10. As done by the U.S., for example.

11. A reservation clause has its shortcomings, however: the reservation clause in the Hague Convention was used by Great Britain and Gambia. Since both States are considered Contracting States, a German court will apply the Hague Sales Law to a contract between an English and a German partner. while an English court would do so only in the unlikely event of an agreement by the parties to this effect -- a disturbing result, inviting forum shopping.

12. Cf. Huber, 'Der UNCITRAL-Entwurf eines Übereinkommens über internationale Warenkaufverträge' (1979) 43 RabelsZ 416.

13. See Mertens, supra, note 4, at p. 653: 'Schließlich ist zu bedenken, daß der Sachverstand des Juristen natürlicherweise einer gewissen Einfärbung durch das eigene nationale Recht unterliegt.'

14. Cf. Arts. 14 I 2 and 55, which contain an open contradiction.

15. See Arts 92-96; see also Art 28, which functions as a reservation, and the general reservations in Art. 98

16. Art. 5 reads: '... and offer ... can be revoked unless the revocation is not made in good faith or in conformity with fair dealing ...'

17. In the UN Sales Law, an offer can be revoked, unless it 'indicates' that it is irrevocable, or 'it is reasonable ... to rely on the offer as being irrevocable ...' Art. 16(2)(b).

18. See Art. 44, UN Sales Law.

19. Despite similar predictions in regard to ULIS, see Neumayer. supra, note 5, at 171.

20. BGH 22.10.1980. BGHZ 78.257 et seq.; see also Schlechtriem. (1981) IPRax. 113.

21. While Art. 83 EKG has attached the amount of interest to the discount rate in the country of the creditor, the Vienna conference was unable to reach an agreement about this question. Article 78. UN Sales Law, therefore, states an obligation to pay interest on arrears, but leaves the details (amount) to the national laws. In so far as a national law does not allow interest -- for religious reasons. for example -- this article has no effect.

22. See on the one hand Dölle/Wahl, Kommentar zum Einheitlichen Kaufrecht (1976), Art. 17, note 51 et seq. p. 75, and on the other hand Neumayer, supra, note 5, at 167 et seq.

23. See note 20, supra.

24. See Art. 71, p. 1. ULIS, and Art. 81(2), UN Sales Law.


Pace Law School Institute of International Commercial Law - Last updated April 4, 2008
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