ANNOTATED TEXT OF CISG
Article 54

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 54 at the 1980 Vienna Diplomatic Conference
• Summary of UNCITRAL legislative history
• Hague Convention antecedent
  • Article 54 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 54 from 1999 text by John O. Honnold [U.S.] [available in CD-ROM edition only]

• Comments on Article 54 from seminal 1986 text by Peter Schlechtriem [Germany]

• Comments on Article 54 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

• To identify relevant commentaries, go to Bibliography and Bibliography Search Form [pay* (stem for payment) 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

• Article 54 [Enabling steps] is contained in the section entitled Payment of the price. This section contains six articles. For links to the other five articles, go to Annotated Text of Article 55 [Open-price contracts]; go to Annotated Text of Article 56 [Net weight]; go to Annotated Text of Article 57 [Place for payment]; go to Annotated Text of Article 58 [Time for payment; inspection of the goods]; go to Annotated Text of Article 59 [Payment due without request]

Words, phrases and concepts

• obligation to pay the price includes taking [enabling] steps.The Convention extends the buyer's obligation to pay the price beyond the traditional handing over to the seller of an amount of money corresponding to the price. According to Article 54 the buyer's obligation includes taking such steps and complying with such formalities as may be required under the contract or any laws and regulations to enable payment to be made. The provision provides that the buyer must bear the costs for these measures. In addition, it follows from the provision that the seller may resort to remedies for breach of contract by the buyer if such steps are not taken and formalities complied with in time. The provision clearly covers an obligation under the contract to procure securities for payment such as letters of credit or guarantees. The buyer may thus be under an obligation to enter into the necessary contracts with a bank. If he does not, this amounts to a breach of the obligation to pay the price, and not only to an anticipatory breach of that obligation. He may also be under an obligation to seek governmental authorisation to transfer the amount abroad. Presumably lack of success in this respect does not amount to a breach of contract if he has taken all necessary measures to obtain authorisation. Here Article 79 on exemptions may come into the picture." Lief Sevón, Obligations of the Buyer under the Vienna Convention on the International Sale of Goods (1990) at 332.

• formalities as may be required by any laws and regulations. "[CISG] Article 54 refers to formalities as may be required by 'any laws and regulations'. That raises the question: which legal system is decisive as regards such laws and regulations? It would be possible to answer the question by applying conflicts rules. That view also received support from a number of authors in regard to the similar rule in Article 69 ULIS. However, von Caemmerer correctly argued to the contrary, taking the view that conflicts rules should not be applied in such a case. He argued that, instead, Article 69 ULIS applied directly to the foreign-exchange rules which had actually to be observed in order to achieve payment. That interpretation is valid also for Article 54 CISG, because it is the only one which ensures smooth payment transaction." Hager, in: Peter Schlechtriem ed., Commentary on the UN Convention on the International Sale of Goods, Oxford (1998) 457 [citations omitted]

• 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