ANNOTATED TEXT OF CISG
Article 39

(2) In any event, the buyer loses the right to rely on a lack of conformity of the goods if he does not give the seller notice thereof at the latest within a period of two years from the date on which the goods were actually handed over to the buyer, unless this time-limit is inconsistent with a contractual period of guarantee.

Legislative history || Case law || Scholarly writings || Links to related articles || Words and phrases || CISG (full-text)

Guide to this article

• UNCITRAL outline of issues present
  
• Editoral analysis of this article with cross-references to related subjects [not yet available]
  
• Secretariat Commentary (closest counterpart to an Official Commentary on this article)
• Match-up of this article with the 1978 draft
(to validate Secretariat Commentary)

• Roadmap to the legislative history of this article
• Legislative history of this article: long form
• Legislative history of this article: short form
  • Chronology of development of Article 39 at the 1980 Vienna Diplomatic Conference
  • North-South tensions over Art. 38/39: development of compromise Art. 44 "safety net"
• Summary of UNCITRAL legislative history
• Hague Convention antecedents
  • Article 39 match-up with ULIS
  • ULIS (full-text) and André Tunc Commentary on ULIS

For 1999 Supreme Court rulings on timeliness of notice under Article 39(1), full text English translation of each case provided, go to:

• Cour de Cassation [France], Société Karl Schreiber GmbH v. Société Thermo Dynamique Service et autres, 26 May 1999

• Oberster Gerichtshof [Austria] 27 August 1999

  Bundesgerichtshof [Germany] 3 November 1999 [case text accomplanied by English translation of commentary by Peter Schlechtriem]

For comments on these and other cases published in Fall 2000, go to:

• Claude Witz [France], A Raw Nerve in Disputes relating to the Vienna Sales Convention: The Reasonable time for the Buyer to Give Notice of a Lack of Conformity, ICC International Court of Arbitration Bulletin, Vol. 11/No. 2 (2000) 15-21
• Earlier, for the most part lower court cases, on notice issues are cited in Camilla Andersen, Reasonable Time in Article 39(1) of the CISG, in: Pace ed., Review of the Convention on Contracts for the International Sale of Goods (1998) 66-176. Citations in [brackets] are to the Andersen text; links are to our presentations of the cases she cites.

• For further information on CISG case law (material not in this database), go to Unilex: click for a description of the contents of this service. Also of considerable utility are the compendium of case citations and the CISG bibliography contained in Michael R. Will, Twenty Years of International Sales Law Under the CISG: International Bibliography and Case Law Digest, Kluwer Law International (2000). Prof. Will's materials are presented on the CD-Rom edition of the database.

• Selected monographs and anthologies (English language)

• Comments on Article 39 from 1999 text by John O. Honnold [U.S.] [available in CD-ROM edition only]

• Comments on Article 39 from seminal 1986 text by Peter Schlechtriem [Germany]
• Comments on Article 39 from monograph by Jacob S. Ziegel [Canada]
• Citations to materials on this article in other texts (selected texts only)
• Selected law journal articles and other commentaries
  • Camilla Baasch Andersen [Denmark], Reasonable Time in Article 39(1) of the CISG - Is Article 39(1) Truly a Uniform Provision?, Pace essay (1998), in: Pace ed., Review of the Convention on Contracts for the International Sale of Goods (CISG) 1998, Kluwer Law International (1999) 63-176 [this revised edition of her text is being processed for entry in the database].

  • Klaus Günther, Rügeerfordernisse im internationalen Handelsverkehr gemä Artikel 39 CISG [Loss of remedies in international sales under Article 39 CISG - in German], in: Baums/Hopt/Horn eds., Corporations, Capital Markets and Business in the Law: Liber Amicorum Richard M. Buxbaum, Kluwer Law International (2000) 235-251

  • Martin Karollus [Austria], excerpt from Judicial Interpretation and Application of the CISG in Germany 1988-1994, Cornell Review of the Convention on Contracts for the International Sale of Goods (1995) 51-94

  • Anselmo M. Martínez Cañellas [Spain], La prescripción de las acciones de la CISG derivadas de la falta de conformidad de las cosas entregadas [The subject of this article is the reasonable period of time for notice of lack of conformity of goods under CISG article 39 - in Spanish], in: Michael R. Will ed., Rudolf Meyer zum Abschied: Dialog Deutschland-Schweiz VII, Faculté de droit, Université de Genève (1999) 165-183

  • John C. Reitz [U.S.], A History of Cutoff Rules as a Form of Caveat: Part 1 - The 1980 U.N. Convention on the International Sale of Goods, 36 American Journal of Comparative Law (1988) 437-472

  • John C. Reitz [U.S.], A History of Cutoff Rules as a Form of Caveat: Part II - The 1980 U.N. Convention on the International Sale of Goods, 36 American Journal of Comparative Law (1989) 247-299

  • Peter Schlechtriem [Germany], Commentary on issues associated with Article 39(1): Lack of conformity notice, timeliness (commentary provided with database case presentation at "cisgw3.law.pace.edu/cases/991103g1.html"] (2000)

  • Martin Taschner, Zur Rechtzeitigkeit der Rüge der Vertragswidrigkeit gem. UNWAVTRÜBK Art. 39 Abs. 1 ["Reasonable time" under Art. 39(1) (comments on BGH 3 November 1999) - in German] Transportrecht -Internationales Handelsrecht (2000) 3-4

  • Anna Veneziano [Italy], Nonconformity of goods in international sales: a survey of current case law on CISG/Non-conformité des marchandises dans les ventes internationales: étude de la jurisprudence actuelle sur la CVIM, Revue de droit des affaires internationales / International business law journal: Forum européen de la communication (Paris 1997) 39-65

  • To identify other relevant commentaries, go to Bibliography and Bibliography Search Form [notice, conformity and nonconformity are search form entries you may wish to consider]

    Our bibliography contains thousands of citations in 24 languages; we encourage you to tailor your own bibliography search to the specific aspect of this article that you are researching.

Links to related articles

• Go to Annotated Text of Article 35; go to Annotated Text of Article 38 [Time for examining the goods]; go to Annotated Text of Article 40 [Seller's knowledge of lack of conformity]; go to Annotated Text of Article 44 [Excuse for failure to notify]

• Article 39 is a "gateway provision". Compliance with its terms (subject to Articles 40 and 44) is a prerequisite to all remedies under the CISG for lack of conformity of the goods. Hence, Article 39 should also be linked to all of the CISG's provisions on buyer's remedies for lack of conformity of the goods.

Words, phrases and concepts

• "lack of conformity of the goods". "Reference should . . . be made to the various official texts of the Convention to resolve ambiguities in one of the texts. For example, article 39 states that the buyer must notify the seller of a lack of conformity within a reasonable time after discovery. On this score, the English text refers to the "[lack of] conformity of the goods." Does this restriction mean that article 39 is inapplicable if the non-conformity appears in the documents instead of in the goods -- although delivery of documents is closely associated in the Convention with delivery of the goods themselves? The French text is not as restrictive and speaks of défault de conformité in general terms." Bernard Audit, "The Vienna Sales Convention and the Lex Mercatoria", in: Lex Mercatoria and Arbitration, rev. ed., T. Carboneau ed. (Juris Publishing 1998) 188. [citations omitted]

• reasonableness [39(1)]: In addition to being specifically mentioned in this article, reasonableness is a general principle of the CISG
  • For the definition of reasonableness recited in the Principles of European Contract Law and references to reasonableness in Continental and Common Law domestic rules, doctrine and jurisprudence, go to PECL article 1:302 and the comment and notes prepared for this provision

  • To drive home the correlation between the PECL's definition of reasonableness and the evident same meaning of this term to CISG legislators when they used the concept either specifically or as a general principle of the uniform law they drafted, see overview comments and comments that illustrate the similar manner in which this concept fits the CISG