ANNOTATED TEXT OF CISG
Article 64

(a) if the failure by the buyer to perform any of his obligations under the contract or this Convention amounts to a fundamental breach of contract; or

(b) if the buyer does not, within the additional period of time fixed by the seller in accordance with paragraph (1) of article 63, perform his obligation to pay the price or take delivery of the goods, or if he declares that he will not do so within the period so fixed.

(2) However, in cases where the buyer has paid the price, the seller loses the right to declare the contract avoided unless he does so:

(a) in respect of late performance by the buyer, before the seller has become aware that performance has been rendered; or

(b) in respect of any breach other than late performance by the buyer, within a reasonable time:

(i) after the seller knew or ought to have known of the breach; or

(ii) after the expiration of any additional period of time fixed by the seller in accordance with paragraph (1) of article 63, or after the buyer has declared that he will not perform his obligations within such an additional period.

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 UNIDROIT Principles to help interpret CISG Article 64 [partial presentation]
• Use of the Principles of European Contract Law to help interpret CISG articles 63 and 64(1)(b)
  • Match-ups with Continental and Common Law domestic rules, doctrine and jurisprudence
• Use of the Principles of European Contract Law to help interpret remainder of CISG article 64
  • 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 64 at the 1980 Vienna Diplomatic Conference
• Summary of UNCITRAL legislative history
• Hague Convention antecedents
  • Article 64 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 64 from 1999 text by John O. Honnold [U.S.] [available in CD-ROM edition only]

• Comments on Article 64 from seminal 1986 text by Peter Schlechtriem [Germany]
• Comments on Article 64 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 [United States], excerpt from 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

• Anna Kazimierska [Poland (Thesis: Netherlands)]. The Remedy of Avoidance under the Vienna Convention on the International Sale of Goods (1999 Pace essay submission)

• Robert Koch [Germany], The Concept of Fundamental Breach under the United Nations Convention on Contracts for the International Sale of Goods, in: Pace ed., Review of the Convention on Contracts for the International Sale of Goods (CISG) 1998, Kluwer Law International (1999) 177-354

• Jianming Shen [China], Declaring the Contract Avoided: The U.N. Sales Convention in the Chinese Context, 10 New York International Law Review (1997) 7-57

• To identify other relevant commentaries, go to Bibliography and Bibliography Search Form [avoid* (stem for avoidance), cancel* (stem for cancellation/cancelation), rescission, termination, fundamental breach ("pre/1" = instruction used to confine search to commentary titles with "fundamental" and "breach" presented together) and remed* (stem for remedy/remedies) 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 63 [seller's notice fixing additional final period for performance]. For counterpart provision on buyer's right to avoidance, go to Annotated Text of Article 49.

• For a collection of links to articles that pertain to avoidance, go to Annotated Text of Article 25 [Definition of "fundamental breach"].

Words, phrases and concepts

• reasonableness [64(2)(b)]: 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