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UNCITRAL Outline of the CISG [The UNCITRAL Thesaurus] (A/CN.9/SER.C/GUIDE/1 English 12 September 1995)

[Reproduced with the permission of UNCITRAL]

[Table of Contents deleted]

PART I. SPHERE OF APPLICATION AND GENERAL PROVISIONS

CHAPTER I. SPHERE OF APPLICATION

Article 1. Basic Rules of Applicability

[Double requirement for applicability: ... Internationality (art. 1(1)) and ... Relation to Contracting State (art. 1(1)(a)&(b)]

1A Internationality:  Parties' places of business in different
States

1A1 What constitutes place of business

1A11 Temporary site for negotiation or conclusion of contract

1A12 Party with multiple places of business (see art. 10)

1A2 Party unaware other's place of business is foreign (art. 1(2))

1A21 Relevant time for awareness

1A22 Contract with agent of undisclosed foreign principal

1A3 Contract with incorporated subsidiary of foreign company

1B Relation to Contracting State

1B1 Parties in different Contracting States (art. 1(1)(a))

1B11 Private international law points to non-Contracting State

1B2 Private international law points to Contracting State (art. 1(1)(b))

1B21 Applicability of private international law of forum

1B22 Reservation under art. 95 to exclude art. 1(1)(b)

1B221 Forum has retained art. 1(1)(b); private international law points to State with art. 95 reservation

1B222 Forum has excluded art. 1(1)(b); private international law points to State that has retained art. 1(1)(b)

1B3 Possible exclusion of territorial unit of State (see art. 93)

1B4 Possible exclusion of Part II or Part III (see art. 92)

1B5 Relevant time for double requirement (1A and 1B, above)

1C Civil or commercial character of parties (art. 1(3))

1C1 Irrelevance of civil or commercial character of parties or contract

1C2 Other irrelevant factors, nationality

1D Other issues of applicability

[Sales for personal or family use: see art. 2(a). "Goods"; supply of materials; services: see art. 3. Agreements to apply Convention: see art. 6]

Article 2. Exclusions from the Convention: Types of Transactions
2A Purchases for personal, family or household use (art. 2(a))

2A1 Exception: seller's lack of knowledge of buyer's purpose

2A2 Burden of proof

2B Sales by auction (art. 2(b)

2C Sales on execution or otherwise by authority of law (art. 2(c))

2C1 Exception: Resales by a party to contract in case of breach

2D Shares, securities, money paper, money (art. 2(d)

2E Ships, vessels, hovercraft, aircraft (art. 2(e))

2F Electricity (art. 2(f))

2G Other issues concerning exclusion

Article 3. Goods to be Manufactured, Services; "Goods"
3A Goods to be manufactured (art. 3(1))

3A1 Buyer supplies substantial part of necessary materials

3B Services preponderant part of obligation (art. 3(2))

3C "Sale of goods"

3C1 "Goods"; intangibles (see also art. 2(d))

3C2 Exchanges; barter

3C3 Undivided shares

3D Contract for construction of building

3E Other questions of scope

Article 4. Issues Covered and Excluded; Validity; Property Interests
4A Issues covered. See Part II (arts. 14-24); Part III (arts. 25-88)

4B Issues excluded

4B1 Validity under domestic law

4B11 Remedies for fraud; party's capacity ("competency")

4B2 Effect of contract on property. See Part II, Ch. IV, Risk of Loss

4B3 Other issues not governed by this Convention

4B31 See: Convention on the Limitation Period in the International Sale of Goods (1974), amended by 1980 Protocol

4B32 See: Uniform Law on Agency of an International Character in the Purchase and Sale of Goods

Article 5. Death or Personal Injury
5A Exclusion of claims based on death or personal injury

5A1 Domestic law unaffected

5A2 Legal effect of domestic labels

5A21 Applicability of Convention to "product liability"

Article 6. Convention Yields to Contract; Agreements to Apply
6A Exclusion or modification of Convention by contract

6A1 Implied exclusion or modification

6B Agreements to apply Convention

6B1 Transactions or goods excluded under arts. 2, 3, 4 or 5

6B2 Place of business of seller and buyer in same State (art. 1(1))

6B3 Transaction not related to a Contracting State (art. 1(1(a) or (b))

6B4 Other factual settings

CHAPTER II. GENERAL PROVISIONS

Article 7. Interpretation of Convention
7A Principles of interpretation

7A1 International character (art. 7(1))

7A11 Autonomous interpretation v. reliance on domestic law

7A2 Uniformity in application of convention

7A3 Observance of good faith

7A31 As principle for interpreting Convention

7A32 Relevance of international usages (art. 9)

7A33 Applications of good faith standards

7B Materials for interpretation

7B1 International case law and scholarly studies

7B2 Legislative history

7B3 Domestic law

7B31 Relevance of consensus applicable to international transactions

7C Gap-filling

7C1 Excluded areas (see arts. 2, 3, 4, and 5)

7C2 Problems governed by Convention but not expressly settled

7C21 Analogous application to areas not expressly regulated

7C22 Recourse to general principles on which Convention is based

7C221 Behavior of a reasonable person (see arts. 8(2), 16(2)(b), 25, 35(2)(b), 44, 79)

7C222 Foreseeability (see arts. 25, 35(2)(b), 42(1)(a), 74)

7C223 Communication and co-operation (see arts. 34, 37, 48(1))

7C224 Other principles

7C23 Gap-filling by domestic law

7C231 Recourse to domestic law selected by Private International Law

7C232 Consensus on rules for international transactions

7D Other issues concerning interpretation

Article 8. Interpretation of Party's Statements or other Conduct
8A Intent of party making statement or engaging in conduct (art. 8(1))

8A1 Relevant if other party "knows" or "could not have been unaware"

8B Interpretation based on objective standards (art. 8(2)):

8B1 Understanding of reasonable person of same kind as other party

8B2 In the same circumstances as the other party

8C Interpretation in light of surrounding circumstances (art. 8(3))

8C1 Negotiations between parties to contract

8C2 Practices established by the parties; agreements (see art. 9)

8C3 Usages (see art. 9)

8C4 Conduct subsequent to agreement

Article 9. International Usages; Practices Established by the Parties
9A International usages: contracts or contract formation

9B Implied agreement on international usage; standards (art. 9(2))

9B1 Parties' knowledge or obligation to know

9B2 Observance by parties of the same type

9C Practices established by the parties (art. 9(1))

9C1 Frequency or regularity of prior contracts

9C2 Terms of prior contracts

9C3 Practices and settlements not embodied in contracts

9D Usages and practices: impact on provisions of Convention

9D1 Parties bound by applicable usages and practices (art. 9(1))

9D2 Usages impliedly made applicable to contract (art. 9(2))

9D21 Article 6: Parties may derogate from Convention

9E Other issues concerning usages or practices

Article 10. Place of Business

["Place of Business" appears in arts. 1, 12, 20(2), 24, 31(c), 42(1)(b), 57(1)(a), 69(2), 96]

10A Which of multiple places of business is relevant (art. 10(a))

10A1 Closest relationship to contract and performance

10A2 Knowledge by parties before or at conclusion of contract

10B No place of business: habitual residence (art. 10(b))

Article 11. Formal Requirements
11A Writing or other formality for conclusion of contract

11A1 Inapplicability of domestic law (But see arts. 12 and 96)

11B Proof of contract by any means, including witnesses

Article 12. Declaration by State Preserving Domestic Formal Requirements [see arts. 11, 29 and Part II]
12A Effect of reservation under article 96 rejecting article 11

12A1 Formalities of State of either party may be applicable

12A11 Applicable formalities based on private international law

12B Mandatory character of article 12

Article 13. Telegram and Telex as a "Writing"
13A Application to requirement of "writing" in Arts. 21(2) and 29(2)

13B Electronic communications similar to telegram or telex

PART II FORMATION OF THE CONTRACT

[In Part IV. Final Provisions, under Article 92 Contracting States may declare that they will not be bound by Part II or Part III of the Convention. Some States (Denmark, Finland, Norway and Sweden) have declared that they will not be bound by Part II Formation of the Contract. To date, no State has declared that it will not be bound by Part III, Sale of Goods.]

Article 14. Criteria for an Offer
14A Basic criterion - intention to be bound in case of acceptance

14A1 Definiteness of key conditions

14A11 Indication of goods

14A12 Determination of quantity and price (see art. 55)

14B Proposal to one or more specific persons:

14B1 Public offers: invitation to make offer, unless clear intent to be bound

[For conflicting views on enforceability of open-price contracts, see article 55]

Article 15. When Offer becomes Effective; Prior Withdrawal
15A Effective on reaching offeree (art. 15(1))

15B Withdrawal of offer (art. 15(2))

15B1 Withdrawal reaches offeree before or at same time as offer

Article 16. Revocability of Offer
16A Revocation that reaches offeree prior to dispatch of acceptance

16B Restriction on revocability (art. 16(2))

16B1 Promise or indication of irrevocability

16B11 Promise not to revoke

16B12 Implied "indication" of irrevocability

16B121 Offeree fixes time for acceptance

16B2 Offeree reasonably acted in reliance on the offer

16C Responsibility in tort for reliance on an offer

16C1 Remedies under Convention

16C11 Acceptance in spite of revocation

16C12 Acceptance impractical after revocation

16C2 Remedies under domestic law

16D Other issues of revocability

Article 17. Rejection of Irrevocable Offer Followed by Acceptance
17A Termination of offer by rejection

17A1 Rejection of offer

17A11 Express rejection

17A12 "Acceptance" that modifies offer (see art. 19)

Article 18. Acceptance: Time and Manner
18A Criteria for acceptance

18A1 Statement of acceptance

18A2 Other conduct indicating assent

18A21 Acts of performance

18A22 Acts of preparation for performance

18A3 Silence or inactivity insufficient

18A31 Effect of advance approval by offeror

18B Effectiveness - time limits for acceptance (art. 18(2))

18B1 Acceptance must reach offeror within time limits (see art. 24)

18B11 Delay or loss in transmission; dispatch ineffective

18B2 Time limits

18B21 Within prescribed time

18B22 Within reasonable time; circumstances of transaction

18B23 Oral offer - acceptance immediately

18B231 Exception: Circumstances indicate otherwise

18C Assent by performing an act (art. 18(3))

18C1 Circumstances authorizing:

18C11 By virtue of offer

18C12 As result of practices established between parties

18C13 As result of usage (see art. 9)

18C2 Need for knowledge by offeror, or notice by offeree

18D Other issues concerning acceptance

Article 19. Acceptance with Modification
19A Reply purporting to accept but containing additions or modifications

19A1 In general, constitutes rejection and counteroffer (art. 19(1))

19B "Acceptance" with immaterial modifications (art. 19(2))

19B1 Acceptance with modifications unless offeror objects

19B2 Offeror must object without undue delay

19C Modifications that are material

19C1 Modifications considered material listed in art. 19(3)

19D Goods are accepted when "acceptance" differs materially from offer

19D1 Possible approaches

19D11 Contract based on last communication

19D12 Convention supplies rule in place of conflicting terms

19D13 Entire contract nullified

19D131 Unsettled problem when defective goods have caused damage

19E Other problems

Article 20. Interpretation of Offeror's Time-limits for Acceptance
20A Period for acceptance fixed by the offeror

20A1 When period begins (art. 20(1))

20B Effect of holidays or non-business days (see art. 20(2))

Article 21. Late Acceptance; Response by Offeror
21A Notice giving effect to late acceptance (art. 21(1))

21B Acceptance arrives late because of transmission delays (art. 21(2))

21B1 Cause of delay evident to offeror: duty to inform offeree

21B2 Failure so to inform: acceptance is effective

Article 22. Withdrawal of Acceptance
22A Permissibility of withdrawal

22A1 Withdrawal must reach offeror before or at date of effectiveness

Article 23. Time of Conclusion of Contract
23A Contract concluded when acceptance becomes effective

23A1 Time when acceptance is effective: see art. 18(2)

Article 24. Time when Communication "Reaches" Addressee
24A Oral communication

24B Other means of communication

24B1 Delivery to place of business or mailing address

24C Delivery to addressee's habitual residence

24D The time a communication "reaches" the other party may be relevant for art. 15(1) - offer; art. 15(2) - withdrawal of offer; art. 16(1) - revocation of offer; art. 17 - rejection; art. 18(2) - acceptance; art. 20(1) - fixed period for acceptance; art. 22 - withdrawal of acceptance

24E Other problems

PART III. SALE OF GOODS

CHAPTER I. GENERAL PROVISIONS

Article 25. Definition of Fundamental Breach
25A Effect of a fundamental breach

25A1 Avoidance of contract (see arts. 49(1)(a) and 64(1)(a))

25B Definition: Substantial deprivation of expectation, etc.

25B1 Exception: Foreseeability test (see art. 25)

25C Other issues concerning definition

Article 26. Notification of Avoidance
26A Effective declaration of avoidance

26A1 Notice to the other party required

26A2 Effectiveness of dispatch of notice (see art. 27)

Article 27. Delay or Error in Communications
27A Dispatch of communication by appropriate means

27A1 Effective in spite of delay, error or loss in transmission

27B Exceptions to general rule (see arts. 47(2), 48, 63(2), 65(2), 79(4))

Article 28. Restrictions on Right to Require: Domestic Rules of Forum

[Rules granting right to require performance: see arts. 46, 62]

28A Forum would not require performance in similar domestic cases.

28A1 Applicable law: domestic rules of forum

28A2 Forum not bound by Convention to require performance

28B Article 28 does not affect other remedies

28B1 Examples: avoidance (arts. 49 & 64, damages (arts. 74-76), etc.

28C Other issues

Article 29. Modification or Termination of Contract by Agreement
29A Parties by agreement may modify or terminate the contract

29B Written contract may require writing for modification or termination

29B1 Agreement barring oral modification may not apply

29B11 Conduct on which the other party has relied (but see arts. 12 & 96)

CHAPTER II. OBLIGATIONS OF THE SELLER

Article 30. Summary of Seller's Obligations
30A Summary of seller's obligations under articles 30-44

SECTION I. DELIVERY OF THE GOODS AND HANDING OVER OF DOCUMENTS

Article 31. Place for Delivery
31A Contracts involving carriage of goods (art. 31(a))

31A1 Obligation to hand goods to first carrier

31B Contracts not involving carriage and parties knew location of goods

31B1 Goods to be placed at disposal at known place (art. 31(b))

31C Other cases

31C1 Goods at buyer's disposal at seller's place of business

31D Other issues

[N.B. Article 31 deals with contractual obligations of the parties. Passing of risk of damage or loss is governed by Chapter IV: articles 66-70.]

Article 32. Shipping Arrangements
32A Obligation to notify of consignment specifying goods (art. 32(1))

32A1 Unless goods are otherwise clearly identified

32B Seller's duties when obliged to arrange for carriage (art. 32(2))

32B1 Transportation appropriate and according to usual terms

32C Information necessary for insurance (art. 32(3))

32D Other issues concerning shipping arrangements

Article 33. Time for Delivery
33A On date fixed by or determinable from contract

33B Contract provides period of time for delivery (art. 33(c))

33B1 Seller may deliver at any time within period:

33B11 Unless circumstances indicate buyer may choose a date

33C Other cases: reasonable time after contract's conclusion (art. 33(c))

Article 34. Handing Over Documents
34A Seller's obligation to hand over documents

34A1 Obligation based on contract (see art. 9: usage and practices)

34B Cure by seller of non-conforming documents (see also art. 37)

34B1 Time for cure limited by contract

34B2 May not cause unreasonable inconvenience or expense

34C Buyer has right to claim damages (see arts. 74-77)

34D Other issues concerning documents

SECTION II. CONFORMITY OF THE GOODS AND THIRD PARTY CLAIMS

Article 35. Conformity of Goods to Contract
35A Quality, quantity and description required by contract (art. 35(1))

35B Requirements implied by law (art. 35(2)

35B1 Fitness for purposes for goods of same description (art. 35(2)(a))

35B2 Fitness for particular purpose made known to seller (art. 35(2)(b))

35B21 Reliance on seller's skill and judgment

35B3 Quality of goods held out as sample or model (art. 35(c))

35B4 Packaging to protect goods in usual manner for similar goods

35C Exception to seller's liability for non-conformity:

35C1 Buyer's knowledge of non-conformity at time of contracting

35C2 Parties have agreed otherwise (arts. 6, 35(2))

35D Other issues concerning conformity of goods

Article 36. Time for Assessing Conformity of Goods
36A Conformity determined as of time when risk passes to buyer

36A1 On passage of risk see Chapter IV, arts. 66-70

36A2 Seller responsible when lack of conformity becomes apparent later

36B Lack of conformity occurring after passage of risk (art. 36(2)):

36B1 Caused by seller's breach of any of his obligations

36B2 Guarantee of continued conformity

36B3 Other issues

Article 37. Early Delivery; Seller's Right to Cure Lack of Conformity
37A Seller may cure or remedy lack of conformity

37B Restrictions on cure

37B1 Time limit: up to date for delivery

37B2 Would cause buyer unreasonable inconvenience or expense

37C Buyer may recover damages (see arts. 74 to 77)

Article 38. Time for Examining Goods
38A Buyer's obligation to examine goods

38B When contract involves carriage of goods, postponement until after arrival at destination (art. 38(2))

38C Deferral of examination in case of redirection or redispatch

38C1 Compliance with requirements specified in art. 38(3)

38D Other issues

[Failure to comply with Article 38 may lead to serious consequences: see arts. 39 & 44.]

Article 39. Requirement to Notify Seller of Lack of Conformity: Sanctions
39A Buyer must notify seller within reasonable time (art. 39(1))

39A1 Specification of nature of non-conformity

39A11 Degree of specificity required

39A2 Within reasonable time (on dispatch of notice see art. 27)

39A3 Exception in case of seller's knowledge (see art. 40). Excuse for failure to comply with art. 39(1): See art. 44

39B Cut-off period of two years (art. 39(2))

39B1 Starting point: actual handing over of goods

39B2 Effect of time-limit: buyer loses right to rely on non-conformity

39B3 Guarantee period (art. 36(2)); seller's knowledge (art. 40)

39B4 Relationship to statutory limitation/prescription period

39B41 See United Nations Convention on the Limitation Period in the International Sale of Goods (1974) and Protocol (1980)

39B42 Independent effect of notice and limitation periods

39C Other issues concerning notification

Article 40. Seller's Knowledge of Non-conformity
40A Seller fails to disclose known non-conformity

40B Sanction: seller loses right to rely on articles 38 and 39

40C Other issues concerning non-disclosure

Article 41. Third-party Claims to Goods
41A Seller's obligation to deliver goods free from any third-party right or claim (e.g.: T claims ownership or security interest in goods S sold to B)

41A1 Seller contends that third-party claim is erroneous

41A11 Buyer's rights and remedies

41B Buyer agreed to take goods subject to third-party right or claims

41C Other issues concerning third-party claims

41D Problems concerning intellectual property (see article 42)

Article 42. Third-party Claims based on Intellectual Property
42A Sellers obligation to deliver goods free from third-party claim based, e.g., on copyright, patent, trademark

42A1 Seller's knowledge of claim when contract was made

42B Third-party claims in particular state or region

42B1 State where goods will be resold or otherwise used

42B11 Contemplation of resale or use in that state (art. 42(1)(a))

42B2 State of buyer's place of business (art. 42(1)(b))

42C Seller's obligation not applicable when:

42C1 At time of contract buyer knew of right or claim

42C2 Right or claim resulted from technical drawings, designs, etc. furnished by the buyer (art. 42(2)(b))

42D Other issues

Article 43. Notice of Third-party Claim
43A Buyer's obligation to notify seller:

43A1 Specifying nature of claim under articles 41 or 42

43A2 Within a reasonable time after buyer's awareness of claim

43A3 Effect of buyer's failure to give notice:

43A31 Loss of rights under arts. 41 or 42

43B Effect of seller's knowledge of claim and its nature:

43B1 Effect: No right to rely on art. 43(1)

43C Other issues

Article 44. Excuse for Failure to Notify
44A Excuse for failure to notify pursuant to art. 39(1) & art. 43(1):

44A1 Remedies preserved: Reduction of the price (art. 50) and damages except loss of profit (see arts. 74-77)

44B Remedies not preserved: See articles 46, 48, 49 and 50

SECTION III. REMEDIES FOR BREACH BY THE SELLER

Article 45. Remedies available to Buyer
45A Summary of buyer's remedies for breach by seller (art. 45(1))

45B Remedies under articles 46-52 do not bar damages (art. 45(2))

45C No grace period to delay buyer's exercise of remedies (art. 45(3))

Article 46. Buyer's Right to Compel Performance
46A Buyer's right to require performance (art. 46(1); cf. art. 62)

46A1 Above right lost by resort to inconsistent remedy: e.g., avoidance

46A2 See article 28 giving effect to rules of forum

46B Requiring delivery of substitute goods: 46B1 Remedy available only for fundamental breach (art. 46(2))

46B2 Request in conjunction with notice of non-conformity (art. 39)

46C Right to require repair of non-conforming goods (art. 46(3)) 46C1 Restrictions: reasonableness and notice requirements

46D Other issues

Article 47. Notice Fixing Additional Final Period for Performance
47A Buyer's right to fix additional period for performance 47A1 Manifestation of buyer's concern over delay in delivery

47A2 Basis for avoidance for delay in delivery under art. 49(1)(b)

47A3 Content of notice as basis for avoidance

47A31 Must set reasonable, specific and final period

47B Buyer's remedies during period (art. 47(2))

47B1 No resort to any remedy for breach of contract unless:

47B11 Seller states that he will not comply with notice

47B2 Buyer not deprived of right to damages for delay

47C Other issues

[Seller has comparable remedies under arts. 63(1) & 64(1)(b)]

Article 48. Cure by Seller after Date for Delivery
48A Seller's right to remedy any failure to perform

48A1 Examples: delivery, repair, providing substitute goods

48A2 Restrictions on cure specified in art. 48(1`): unreasonable delay, inconvenience or uncertainty of reimbursement

48B Seller inquires: Will buyer accept performance? (art. 48(2)

48B1 Consequences of buyer's failure to reply: art. 48(2) & (3)

48C Request or notice under art. 48(2) or (3) effective only when received -- an exception to "dispatch" rule of art. 27

Article 49. Buyer's Right to Avoid Contract
49A Grounds for avoidance

49A1 Fundamental breach of contract (art. 49(1)(a))

49A11 Consequences of fundamental breach: art. 81

49A2 Seller does not deliver or refuses to deliver:

49A21 Within additional period set under art. 47 (art. 49(1)(b))

49B Buyer's loss of right to declare avoidance after delivery (art. 49(2))

49B1 Failure to avoid within periods specified in art. 49(2)(a)&(b)

Article 50. Reduction of Price
50A Buyer's right to reduce price for non-conforming goods (see art. 35)

50B This right available whether or not the price has been paid

50B1 Formula for price reduction: art. 50 (first sentence)

50C Buyer may not reduce price when:

50C1 Seller remedies any failure to perform (arts. 37 or 48)

50C2 Buyer refuses to accept seller's remedy under arts. 37 or 48)

Article 51. Non-conformity of Part of Goods
51A Delivery or conformity of only part of goods

51A1 Rules of 46-50 apply to part missing or non-conforming

51B Avoidance as to entire contract

51B1 Must be based on fundamental breach of contract as a whole [Avoidance in installment contracts: see article 73]

Article 52. Early delivery; excess quantity
52A Early delivery: buyer may either take or refuse delivery

52B Excess quantity: buyer may take delivery of all or refuse the excess

52C Contract rate applies to the excess goods buyer received

CHAPTER III. OBLIGATIONS OF THE BUYER

Article 53. Summary of Buyer's Obligations
53A Obligation to pay price of goods (see arts. 54-59)

53B Obligation to take delivery of goods (see art. 60)

SECTION I. PAYMENT OF THE PRICE

Article 54. Obligation to Pay Price; Enabling Steps
54A Obligation to pay includes enabling steps

54A1 Common examples: arranging for letter of credit

54A2 Failure to take such steps may invoke remedies (arts. 61-65)

Article 55. Open-price Contracts
55A Enforceability of agreements that do not make provision for the price; conflicting views:

55A1 Article 14 denies enforcement for lack of definiteness

55A2 Article 14 denies enforcement only when lack of provision for price indicates that parties do not intend to be bound

55A3 When parties intend to be bound, Article 55 upholds the agreement

55A31 Implied agreement on price generally charged for such goods

55A312 Problem: No general price; see art. 9 (practices and usages)

55A4 "Validly concluded" in art. 55 refers to applicable domestic law outlawing such agreements

Article 56. Net Weight
56A Price based on weight, in case of doubt:

56A1 "Net" (not "gross") weight -- thus excluding packaging

56A2 Possible applicability of practices of parties and usage (art.9)

Article 57. Place for Payment
57A In absence of agreement, payment at seller's place of business (art. 57(1)(a)

57A1 Importance: exchange controls governing buyer

57B Agreement for payment in exchange for goods or documents (art. 57(1)(b))

57C Change of seller's place of business (art. 57(2))

57C1 Seller bears added expense resulting from change

Article 58. Time for Payment
58A Buyer to pay when goods placed at buyer's disposition (art. 58(1))

58A1 Seller not obliged to hand over goods until buyer pays price

58B Contracts involving carriage (art. 58(2))

58B1 Seller may arrange for delivery in exchange for price

58B11 Place for documentary exchange

58C Buyer is entitled to examine goods before payment (art. 58(3))

58C1 Exception: agreed procedures are inconsistent with inspection

Article 59. Payment due without Request
59A Payment due at time fixed or determinable by contract or Convention

59B No need for request by seller or other formality

SECTION II. TAKING DELIVERY

Article 60. Buyer's Obligation to Take Delivery
60A Includes acts reasonably expected to aid seller (art. 60(a)) 60A1 Cooperation with seller (see art. 7: good faith)

60B Buyer's obligation to take art. 60(b)

60B1 Failure to take delivery: see seller's rights arts. 61-64

SECTION III. REMEDIES FOR BREACH OF CONTRACT BY THE BUYER

Article 61. Seller's Remedies for Breach by Buyer
61A Summary of seller's remedies (cf. similar summary art. 45)

61A1 Exercise rights provided in arts. 62 to 65

61A2 Claim damages as provided in arts. 74 to 77

61B Seller may claim damages in addition to other remedies (art. 61(2))

61C Tribunal may not grant grace period (art. 45(3))

Article 62. Seller's Right to Compel Performance
62A Seller may compel performance of any of buyer's obligations: 62A1 Unless seller has exercised inconsistent remedy

62A11 For example, avoidance of contract (see art. 64)

62B Exceptions to remedy to compel performance

62B1 Law of forum (art. 28)

62B2 Seller's obligation to dispose of goods: arts. 85 and 88(2)

Article 63. Notice Fixing Additional Final Period for Performance
[See comparable provisions in article 47]

63A Additional final period for buyer's performance (art. 63(1))

63B Seller's remedies during period (art. 63(2))

63B1 No resort to any remedy for breach of contract unless:

63B11 Buyer refuses to perform within fixed period

Article 64. Seller's Right to Avoid Contract
64A Grounds for avoidance

64A1 Fundamental breach of contract (art. 64(1)(a))

6411 Buyer's obligations: arts. 54-60; fundamental breach: art. 25

64A2 Buyer does not pay or take delivery:

64A21 Within an additional period set by the seller under art. 63

64B Loss of right to avoid when aware buyer has paid (art. 64(2))

64B1 In respect of any other breach:

64B11 Following periods specified in Art. 64(2)(a)&(b))

64C Other problems

Article 65. Seller's Notice Supplying Missing Specifications
65A Buyer fails to perform obligation to supply specifications

65B Seller may make specifications (art. 65(1))

65B1 Duty to inform buyer and invite modification (art. 65(2))

65B2 Effect of buyer's failure to reply (art. 65(2))

CHAPTER IV. PASSING OF RISK

Article 66. Loss or Damage after Risk has Passed to Buyer
66A Conformity of goods determined as of time risk passes

66A1 Prior damage or deterioration at seller's risk

66B Loss or damage after risk passed

66B1 Buyer not relieved of obligation to pay unless:

66B12 Damage due to seller's act or omission (e.g., latent defect)

66C Other problems

Article 67. Risk when Contract Involves Carriage of Goods
67A Risk passes on handing goods over to first carrier (art. 67(1)

67A1 Exception: Seller bound to hand over goods at a different place

67B Seller's right to hold documents controlling disposition of goods:

67B1 Does not affect passage of risk

67C Risk passes only when goods are identified to contract (art. 67(2))

67D Other problems

Article 68. Passage of Risk - Goods Sold during Transit
68A Goods sold during transit: General rule on passage of risk

68A1 Risk passes on conclusion of contract

68B Circumstances indicating agreement on risk transfer as of shipment

68B1 Usage (art. 9)

68B2 Transfer to buyer of documents - e.g., insurance policy

68C Seller did not disclose knowledge that goods had been lost or damaged:

68C1 Risk remains on seller

68D Other problems

Article 69. Passage of Risk in Other Cases
69A Buyer is to collect goods at seller's place (art. 69(1)

69A1 Risk passes when buyer takes goods

69A2 But if buyer does not take goods by contract date

69A21 Risk passes to buyer at time of breach

69B Buyer to take goods other than at seller's place of business (art. 69(2))

69B1 Risk passes when delivery is due

69B11 And buyer is aware goods are at his disposal

69C Risk does not pass until goods are clearly identified (art. 69(3))

69D Other problems

Article 70. Risk when Seller in Fundamental Breach
70A Seriously defective shipment (art. 25) is damaged in transit:

70A1 Although transit risk is on buyer under article 68:

70A11 Buyer may avoid for fundamental breach

70A12 Effect of avoidance to place transit risk on seller

70B Breach with respect to the goods is not fundamental

70B1 Buyer may not avoid contract; transit risk remains on buyer

70B2 Buyer may recover damages for defects at shipment

70C Buyer receives seriously defective goods:

70C1 Damage without fault by buyer does not bar avoidance

70C11 Avoidance may be barred by delay (art. 49(2)(a))

70C12 On need to return goods in same condition: art. 82(2)(a)

70D Other problems

CHAPTER V. PROVISIONS COMMON TO OBLIGATIONS OF THE SELLER AND THE BUYER

SECTION I. ANTICIPATORY BREACH AND INSTALLMENT CONTRACTS
Article 71. Suspension of Performance
71A Apparent that a party will not perform substantial part of obligations

71A1 Grounds for suspension by other party (art. 71(1))

71A11 Serious deficiency in ability to perform or credit- worthiness

71A12 Conduct in performing or preparing to perform contract

71B Grounds for seller's stoppage of goods in transit (art. 71(2))

71B1 Apparent after dispatch that buyer will not pay

71B2 Seller may prevent handing over of goods although

71B21 Buyer holds document which entitles buyer to obtain goods

71B22 Above rule applies only to rights between buyer and seller

71B23 Controls whether carrier should deliver to buyer or seller

71B3 Stoppage in relation to third parties

71B31 Governed by applicable domestic law

71C Obligations of party suspending performance (art. 71(3))

71C1 Immediately notify other party

71D Continuation of performance on receipt of adequate assurance

71D1 Adequacy of assurance

71D2 Extension of time because of suspension

71D3 Consequences of failure to provide adequate assurance

71E Other problems

Article 72. Avoidance Prior to Date for Performance
72A When clear that party will commit fundamental breach (art. 25)

72A1 Grounds: Repudiation; obvious disability

72A2 Other party may declare avoidance (art. 72(1))

72B Advance notice of intent to avoid (art. 72(2))

72B1 Notice by party intending to declare avoidance

72C Reason: Opportunity for assurance of performance

72D Party has declared it will not perform (art. 72(3))

72D1 No need for advance notice under art. 72(2)

Article 73. Avoidance in Installment Contracts
73A Fundamental breach with respect to installment (art. 73(1))

73A1 Declaration of avoidance with respect to defective installment

73B Refusal of future installments (art. 73(2))

73B1 When breach in one installment gives grounds to expect:

73B12 Fundamental breach with respect to future installments

73B2 Declaration of avoidance for future within reasonable time

73C Defect in one delivery prevents use of other deliveries

73C1 Avoidance for both past and future installments (art. 73(3))

73D Other problems

SECTION II. DAMAGES

Article 74. Damages - General Rules for Measuring
74A Loss suffered as consequence of breach

74A1 Includes loss of profit

74A11 Computation: loss of volume; overhead costs

74B Outer limits of damages; foreseeability of loss

74B1 As possible consequence of breach

74B2 At time of conclusion of contract

74C Other problems

Article 75. Avoidance: Damages Established by Substitute Transaction
75A Substitute transaction after avoidance

75A1 Resale by aggrieved seller

75A2 Repurchase by aggrieved buyer

75B Relationship between avoidance and substitute transaction

75B1 Reasonable substitute transaction

75B2 Reasonable period after avoidance

75C Damages recoverable

75C1 Difference between contract price and price in substitute transaction

75D Other problems

Article 76. Avoidance: Damages Based on Current Price
76A Avoidance without purchase or resale under article 75

76B Damages recoverable based on current price

76B1 At time of avoidance (art. 76(1))

76B11 Avoidance after taking over goods:

76B111 Current price at time of taking over the goods

76C Reference-point as to place (art. 76(2)) 76C1 Place where delivery should have been made (see art. 31)

76C2 Other place as reasonable substitute

76C21 Allowance for differences in cost of transportation

76D Other damages under article 74; loss of profit

76E Other problems

Article 77. Mitigation of Damages
77A Obligation to take reasonable measures to mitigate damages 77A1 Problems concerning scope of obligation:

77A11 Obligation to stop wasteful production on repudiation

77A12 Effect of right to require performance (arts. 28, 46, 62)

77A13 Effect of right to recover for loss of profit

77A2 Other problems

SECTION III. INTEREST

Article 78. Interest
78A Interest on delay in receiving price or any other sum in arrears

78A1 Must sum be "liquidated"? Delay in paying damages

78B Rate of interest

78B1 Provided by contract

78B2 Aggrieved party's loss from borrowing; current interest rates

78B3 Applicable domestic law; compounding

78C Other problems

SECTION IV. EXEMPTIONS

Article 79. Impediment Excusing Party from Damages
79A Central issue: exemption from liability for damages (art. 79(1))

79A1 Excuse not applicable to defects in goods (art. 35)

79A11 Or refunds of payments not earned

79B Impediments excusing party

79B1 General elements for excusing

79B11 Impediment beyond party's control

79B12 Impediment not foreseeable

79B13 Impediment not avoidable or overcomeable

79B2 Types of impediments

79C Non-performance attributable to third-party contractor (art. 79(2))

79C1 Party claiming exemption meets standards of article 79(1)

79C2 Third party also meets exemption standards (art. 79(2)(b))

79C3 Problems: E.g., default by general supplier

79D Temporary impediment (art. 79(3))

79D1 Delay during extended period; change of circumstances

79E Notice of impediment (art. 79(3))

79E1 Non-receipt of notice within reasonable time; damages

79F Preservation of remedies other than damages (art. 79(5))

79F1 Normal remedy is avoidance (art. 49, 64)

79F2 Problem: Suit to compel excused performance (see arts. 48, 62)

79F21 Available following temporary impediment (art. 79(3))

79G Other problems

Article 80. Failure of Performance Caused by Other Party
80A Party causing non-performance: loss of rights

80A1 Relation to article 79

80A2 As general principle

SECTION V. EFFECTS OF AVOIDANCE

Article 81. Effect of Avoidance on Obligations:
Arbitration, Restitution
81A Obligations of both parties under Convention

81A1 Exception: damages for breach (see arts. 74-76)

81B Contract clauses not terminated by avoidance:

81B1 Clauses on settlement of disputes; arbitration

81B2 Clauses on rights of parties consequent upon avoidance

81C Restitution by each party of benefits received (art. 81(2))

81C1 Return of defective goods

81C11 Right to require substitute goods under art. 46(2)

81C2 Conforming goods resold; right to recover damages

81C21 Problems: Right to proceeds of resale; interest (art. 78)

81C3 Avoidance for non-payment; right to return of goods

81C31 Domestic law of forum denies specific relief (art. 28)

81D Restitution by both parties; concurrent exchange

81E Other problems

Article 82. Buyer's Inability to Return Goods in Same Condition
82A Buyer would have right to avoid contract except:

82A1 Inability to return goods in same condition (art. 82(1))

82B Loses right to avoid unless:

82B1 Inability not due to buyer's act or omission (art. 82(2)(a)) or:

82B2 Goods modified as result of examination (art. 82(2)(b)) or:

82B3 Goods sold or transformed by buyer in normal use (art. 82(2)(c)):

82B31 Before discovery of lack of conformity

82C Compare restitution of benefits (art. 84(2))

82D Other problems

Article 83. Preservation of Other Remedies
83A Buyer who has lost right to avoid or require substitute goods (art. 82)

83B Retains also other remedies under the contract and Convention, e.g.:

83B1 Reduction of price (see art. 50)

83B2 Remedy lack of conformity by repair (see art. 46(3))

83B3 Claim damages (as provided in arts. 74-77)

Article 84. Restitution of Benefits Received
84A Seller bound to refund price must pay interest (art. 84(1))

84B Buyer must account to seller for benefits from goods (art. 84(2))

84B1 When required to make restitution of goods

84B2 When impossible to return goods in same condition (art. 84(2)(b))

84C Other claims for restitution

SECTION VI. PRESERVATION OF THE GOODS

Article 85. Seller's Duty to Preserve Goods
85A When buyer delays taking delivery or making concurrent price payment:

85B Seller in possession or controlling disposition of goods:

85B1 Must take reasonable steps to preserve goods

85B11 Reasonable steps: deposit in warehouse (art. 87)

85B2 Passage of risk to buyer irrelevant (see art. 69)

85C Right to retain goods until reimbursed for reasonable expenses

85D Other problems

Article 86. Buyer's Duty to Preserve Goods
86A Duty of buyer who has received goods and intends to reject:

86A1 Obligation to take reasonable steps to preserve goods (art. 86(1))

86A11 Reasonable care; deposit in warehouse

86B Right to retain goods until reimbursed for expenses

86C Buyer exercises right to reject:

86C1 Dispatched goods at buyer's disposal at destination

86C2 Buyer must take possession of goods on behalf of seller

86C21 Exceptions: buyer must pay price or incur unreasonable inconvenience or expense

86C22 Presence of seller or authorized person

86D Buyer's obligation to preserve goods

86E Other problems

Article 87. Deposit in Warehouse
87A Preservation of goods (arts. 85 & 86) by deposit in warehouse

87A1 Provided expenses are reasonable

Article 88. Sale of Goods
88A Party obliged to preserve goods may sell them (art. 88(1))

88A1 When other party unreasonably delays:

88A11 Taking possession, paying price on cost of preservation

88A2 Appropriateness of method of sale

88A3 Reasonable notice of intention

88B Duty to sell (art. 88(2))

88B1 When goods are subject to rapid deterioration, or

88B2 Preservation involves unreasonable expense

88B3 Reasonable measures for sale and

88B4 If possible, notice of intention to sell

88C Right to retain reasonable expenses from proceeds of sale (art. 88(3))

88D Other problems

PART IV. FINAL PROVISIONS

Article 89. Depositary for Convention
89A Functions of depositary (see e.g. art. 99(6))

89A1 Annual publication of Convention's status

Article 90. Relationship to other Conventions
90A Conventions with provisions governing same matters

Article 91. Implementation
91A Signature (art. 91(1))

91B Ratification, acceptance or approval

91C Accession by non-signatory States

91D Deposit of instruments with Secretary-General

Article 92. Ratification, Acceptance, Approval or Accession in Part
92A Declarations not to be bound by Part II (Formation of Contracts, arts. 14-24) or Part III (Sale of Goods, arts. 25-88)

Article 93. Contracting States with Two or More Territorial Units
93A Declarations concerning Convention's application to territorial units

Article 94. Declarations by States with Closely Related Rules
94A Declarations that the Convention (or Part II or III) will not apply when parties have their places of business in declaring States

94B Procedures for effectiveness in two or more declaring States

Article 95. Declaration Not to be Bound by Article 1(1)(b)
[See analysis of Article 1, supra]

Article 96. Declaration Preserving Domestic Formalities: Written Form
[See analysis of articles 11 and 12, supra]

Article 97. Declarations: Procedures and Effectiveness
97A Procedures for declarations under arts. 92, 93, 94 and 96

Article 98. Permitted Reservations
98A Only reservations expressly authorized in Convention

Article 99. Entry into Force
99A Date of entry into force (articles 99(1) & (2)

99B Denunciation of 1964 Hague Conventions on Sale (ULF & ULIS) (articles 99(3),(4),(5)&(6))

Article 100. Applicability: Time of Proposal and Conclusion of Contract
100A Part II. Formation of Contract:

100A1 Applicability based on date of proposal or offer (art. 100(1))

100B Part III. Sale of Goods

100B1 Applicability based on date of contract (art. 100(2)

Article 101. Denunciation of Convention
101A Procedure for denouncing Convention (art. 101(1))

101B Effective date of denunciation (art. 101(2))


Pace Law School Institute of International Commercial Law - June 1997
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