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
  
• 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)
• Use of the Principles of European Contract Law to help interpret CISG article 45
  • Editorial remarks: LIU, Chengwei [China]
  • 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
  • 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 45
  • Computer list of annotated cases

• 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
  • See also Serbia 9 December 2002 Foreign Trade Court of Arbitration attached to the Yugoslav Chamber of Commerce (Aluminum case)

• Selected monographs and anthologies
• Comments on Article 45 from seminal 1986 text by Peter Schlechtriem [Germany]

• Comments on Article 45 from monograph by Jacob S. Ziegel [Canada]

• Comments on Article 45 by Michael R. Will [Germany] in 1987 Bianca-Bonell Commentary on the International Sales Law
• Comments on Article 45 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 45 in December 2000 text by Joseph Lookofsky [Denmark / U.S.]
• Commentarios al Articulo 45 sobre textos de 2001 por Pilar Perales [España]

• Comments on remedies from 2003 text by Liu Chengwei [China]
• 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
• 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 187-189

• 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

• Harry M. Flechtner [United States], Buyers' Remedies in General and Buyers' Performance-Oriented Remedies, 25 Journal of Law and Commerce (2005-2006) 339-347

• 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

• Supplementary list of citations to Article 45 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 [remedies is a search form entry you may wish to consider]

  Bibliography citations on remedies

  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 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

• 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:

• "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

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]