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

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]

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

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

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

5A1 Domestic law unaffected

5A2 Legal effect of domestic labels

5A21 Applicability of Convention to "product liability"

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

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

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

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

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))

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

11B Proof of contract by any means, including witnesses

12A1 Formalities of State of either party may be applicable

12A11 Applicable formalities based on private international law

12B Mandatory character of article 12

13B Electronic communications similar to telegram or telex

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]

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

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

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

17A1 Rejection of offer

17A11 Express rejection

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

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

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

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

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

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

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

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

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

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

26A1 Notice to the other party required

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

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))

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

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)

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.]

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

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))

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

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

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

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)

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.]

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

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

40C Other issues concerning non-disclosure

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)

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

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

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

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))

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

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)]

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

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)

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)

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]

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

52C Contract rate applies to the excess goods buyer received

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

54A1 Common examples: arranging for letter of credit

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

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

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

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

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

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

59B No need for request by seller or other formality

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

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

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))

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)

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

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

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))