ANNOTATED TEXT OF CISG
Article 42

(a) under the law of the State where the goods will be resold or otherwise used, if it was contemplated by the parties at the time of the conclusion of the contract that the goods would be resold or otherwise used in that State; or

(b) in any other case, under the law of the State where the buyer has his place of business.

(2) The obligation of the seller under the preceding paragraph does not extend to cases where:

(a) at the time of the conclusion of the contract the buyer knew or could not have been unaware of the right or claim; or

(b) the right or claim results from the seller's compliance with technical drawings, designs, formulae or other such specifications furnished by the buyer.

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
  
• Editorial 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 42 at the 1980 Vienna Diplomatic Conference
• Summary of UNCITRAL legislative history
• Hague Convention antecedents
  • Article 42 match-up with ULIS
  • ULIS (full-text) and André Tunc Commentary on ULIS
  • See also the Report of the Special U.S. Committee, dated 1 December 1964,
    explaining why the United States elected not to adopt either ULIS or ULF

• CASES INVOLVING CISG ARTICLE 42
  • Computer list of annotated cases

• For a leading case, see
  • AUSTRIA 12 September 2006 Supreme Court (CD media case)

• For a companion report on CISG case law and other material, go to Unilex: click for description of and link to this excellent service

• See also:
  • UNCITRAL digest

  • UNCITRAL digest + added cases

• Selected monographs and anthologies (English language)
• Comments on Article 42 by Peter Schlechtriem [Germany] at 1984 Parker School seminar of the American Association for the Comparative Study of Law: Ch. 6, pp. 33-35

• Comments on Article 42 from seminal 1986 text by Peter Schlechtriem [Germany]

• Comments on Article 42 from monograph by Jacob S. Ziegel [Canada]

• Comments on Article 42 by Samuel K. Date-Bah [Ghana] in 1987 Bianca-Bonell Commentary on the International Sales Law
• Comments on Article 42 by John O. Honnold [U.S.] in the 3rd ed. (1999) of the most frequently cited text on the CISG: Uniform Law for International Sales
• Comments on Article 42 in December 2000 text by Joseph Lookofsky [Denmark / U.S.]
• See also the helpful Enderlein & Maskow text (cited below under the words and phrases section of this Annotated Text material)
• Citations to materials on this article in other texts (selected texts only)
• Selected law journal articles and other commentaries
• Thomas M. Beline [U.S], Legal Defect Protected by Article 42 of the CISG: A Wolf in Sheep’s Clothing, 7 University of Pittsburgh Journal of Technology Law Policy (2010) 6 et seq.

• Fritz Enderlein [Germany (DDR)], Rights and Obligations of the Seller under the UN Convention on Contracts for the International Sale of Goods [General obligations: Art. 30], in Sarcevic / Volken ed., International Sale of Goods: Dubrovnik Lectures, Oceana (1996) at 179-183

• Guillaume Etier / Christian Rauda, Garantie en cas d'éviction et propriété intellectuelle dans la vente internationale [- in French], in: Michael R. Will ed., Rudolf Meyer zum Abschied: Dialog Deutschland-Schweiz VII, Faculté de droit, Université de Genève (1999) 113-144

• Guilaume Etier / Christian Rauda, Garantie en cas d'éviction et propriété intellectuelle dans la vente internationale - Encore du fil a retordre dans la vente internationale [ - in French], Zeitschrift für europäisches Privatrecht (2001) 66-92

• Harry M. Flechtner [U.S.], Conformity of Goods, Third Party Claims, and Buyer's Notice of Breach under the CISG ... University of Pittsburgh School of Law Working Paper Series. Working Paper 64 (August 2007) <http://law.bepress.com/pittlwps/papers/art64>, Section IIB

• Christain Rauda / Guillaume Etier, Warranty for intellectual property rights in the international sale of goods, 4 Vindobona Journal (2000) 30-61

• Ruth M. Janal [Germany], The Seller’s Responsibility for Third Party Intellectual Property Rights under the Vienna Sales Convention, in: Camilla B. Andersen / Ulrich G. Schroeter eds., Sharing International Law across National Boundaries: Festschrift for Albert H. Kritzer on the Occasion of his Eightieth Birthday, Wildy, Simmonds & Hill Publishing (2008) 203-231

• Joseph J. Schwerha [U.S.], Warranties against Infringement in the Sale of Goods: A comparison of UCC 2-312(3) and Article 42 of the UN Convention of Contracts for the International Sale of Goods, 16 Michigan J. Int'l L. (1995) 441-483

• Allen M. Shinn, Jr. [U.S.], Liabilities Under Article 42 of the U.N. Convention on the International Sale of Goods, 2 Minnesota Journal of Global Trade (1993) 115-142

• J. Anthony VanDuzer [Canada], A Seller's Responsibility for Third Party Intellectual Property Claims: Are the UN Sales Convention Rules Better?, 4 Canadian International Lawyer (2001) 187 et seq.

• Supplementary list of citations to Article 42 commentaries: Unilex citations*

  * Most members of the Autonomous Network of CISG Websites also offer bibliographies. Many are tailored, concentrating on commentaries by authors from or writing on CISG issues of special interest to specific countries or regions; some, e.g. CISG online are general and extensive; some, e.g., CISG-Belgium and CISG-Finland also list commentaries by individual articles of the CISG.

• To identify other relevant commentaries, go to the cisgw3 Bibliography and Bibliography Search Form [industrial, intellectual, property and third party are search form entries you may wish to consider]

  Bibliography citations on third party

  Citations on intellectual

  Citations on industrial

  Citations on property

  We also encourage you to tailor your own cisgw3 bibliography search to the specific aspect of this article that you are researching.*

  * The cisgw3 bibliography contains over 500 pages of citations. Analyzing these listings can pay dividends.

Links to related articles

Attention to related articles and to the CISG in its entirety is important. This is an autonomous law, i.e., it is meant to be construed within its four corners. When considering aspects of the CISG, because this law relies heavily on general principles, one ought to look at related provisions and the CISG in its entirety.

• Go to Annotated Text of Article 41 [Third-party claims to goods]; go to Annotated Text of Article 43 [Notice of third-party claims and seller's knowledge of such claims]; go to Annotated Text of Article 44 [Excuse for failure to notify]

• Go also to Annotated Text of Article 35 [Conformity of the goods] (Article 42(a) is patterned after the rationale of Article 35(3))

Words, phrases and concepts

• The Enderlein & Maskow text is a good place to commence words and phrases research. Click for their analysis of words, phrases and concepts in this article.

  See also:

• State of knowledge ("could not have been unaware"): link to same language and to variations on this theme recited elsewhere in the CISG

• reasonableness: Although not 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

For a Doctoral thesis on "Reasonableness" in International Commercial Law, go to Guillaume Weiszberg, Le "Raisonnable" en Droit du Commerce International [pour le doctorat en droit de l’Université Panthéon-Assas (Paris II), 7 novembre 2003]