ANNOTATED TEXT OF CISG
Article 45

(a) exercise the rights provided in articles 46 to 52;

(b) claim damages as provided in articles 74 to 77.

(2) The buyer is not deprived of any right he may have to claim damages by exercising his right to other remedies.

(3) No period of grace may be granted to the seller by a court or arbitral tribunal when the buyer resorts to a remedy for breach of contract.

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)
• Use of the Principles of European Contract Law to help interpret CISG article 45
  • Match-ups with Continental and Common Law domestic rules, doctrine and jurisprudence

• 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 45 at the 1980 Vienna Diplomatic Conference
  • Remedies recited in Article 45 not intended to be exhaustive (Official Records 209, para. 91)
• Summary of UNCITRAL legislative history
• Hague Convention antecedents
  • Article 45 match-up with ULIS
  • ULIS (full-text) and André Tunc Commentary on ULIS

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

• Comments on Article 45 from seminal 1986 text by Peter Schlechtriem [Germany]

• Comments on Article 45 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

• Harry M. Flechtner [U.S.], Remedies Under the New International Sales Convention: The Perspective from Article 2 of the U.C.C., 8 Journal of Law and Commerce (1988) 53-108

• Peter Schlechtriem [Germany], excerpt from Uniform Sales Law: The Experience with Uniform Sales Laws in the Federal Republic of Germany, Juridisk Tidskrift (Stockholm) (1991/92) 1-28

• To identify other relevant commentaries, go to Bibliography and Bibliography Search Form [remed* (stem for remedies/remedy) is a search form entry 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 39 [Notice of lack of conformity] (compliance with Article 39 is a prerequisite to buyer's right to any remedy under the CISG for lack of conformity of the goods)

• For provisions cited in Article 45(1)(a), go to Annotated Text of Article 46 [Buyer's right to compel performance]; go to Annotated Text of Article 47 [Buyer's notice fixing additional final period for performance]; go to Annotated Text of Article 48 [Cure after date for delivery: requests for clarification]; go to Annotated Text of Article 49 [Buyer's right to avoid the contract]; go to Annotated Text of Article 50 [Buyer's right to reduction of the price]; go to Annotated Text of Article 51 [Non-conformity of part of the goods]; go to Annotated Text of Article 52 [Early delivery; excess quantity]

• For provisions cited in Article 45(1)(b), go to Annotated Text of Article 74 [General rule for measuring damages]; go to Annotated Text of Article 75 [Damages established by substitute transaction]; go to Annotated Text of Article 76 [Damages based on current price]; go to Annotated Text of Article 77 [Mitigation of damages]

• See also links under the chapter of the CISG entitled Provisions common to the obligations of the seller and of the buyer, e.g., provisions on Anticipatory breach and instalment contracts (Articles 71, 72 and 73) and on interest (Articles 78 and 84(1)

• For counterpart provision on seller's remedies, go to Annotated Text of Article 61

Words, phrases and concepts

• "No period of grace may be granted to the seller by a court or arbitral tribunal when the buyer resorts to a remedy for breach of contract." "If the parties have expressly referred to an arbitral procedure that allows such feature, the arbitration rule should prevail over article 45 or 61, following the principle of article 6 . . . But, the mere fact that the parties are litigating before a court whose procedure alows some "délai de grâce" should not be regarded as an agreement to have such a rule apply. Bernard Audit, "The Vienna Sales Convention and the Lex Mercatoria", in: Lex Mercatoria and Arbitration, rev. ed., T. Carboneau ed. (Juris Publishing 1998) 285 n.47.

• 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