Guide to the use of this commentary
The Secretariat Commentary is on the 1978 Draft of the CISG, not the Official Text, which re-numbered most of the articles of the 1978 Draft. The Secretariat Commentary on article 28 of the 1978 Draft is quoted below with the article references contained in this commentary conformed to the numerical sequences of the Official Text, e.g., article 28 [draft counterpart of CISG article 30].
To the extent it is relevant to the Official Text, the
Secretariat Commentary on the 1978 Draft is perhaps the
most authoritative source one can cite. It is the
closest counterpart to an Official Commentary on the
CISG. A match-up of this article of the 1978 Draft with
the version adopted for the Official Text is necessary to
document the relevancy of the Secretariat Commentary on
this article. See the match-up for this article for a
validation of citations to this Secretariat Commentary.
This match-up indicates that article 28 of the 1978 Draft and CISG article 30 are
Text of Secretariat Commentary on article 28 of the 1978 Draft
[draft counterpart of CISG article 30] [General obligations of the seller]
PRIOR UNIFORM LAW
ULIS, article 18.
Article 28 [draft counterpart of CISG article 30] states the
principal obligations of the seller and introduces chapter II of
part III of the Convention. The principal obligations of the
seller are to deliver the goods, to hand over any documents
relating thereto and to transfer the property in the goods [see
footnote 1]. The seller must carry out his obligation "as required
by the contract and this Convention." Since article 5 [draft
counterpart of CISG article 6] of this Convention permits the
parties to exclude its application or, subject to article 11 [draft
counterpart of CISG article 12], to derogate from or vary the
effect of any of its provision, it follows that in cases of
conflict between the contract and this Convention, the seller must
fulfill his obligations as required by the contract. (OFFICIAL
RECORDS, p. 28).
1. Although this Convention provides that the seller must transfer the property in the goods, article 4(b) [draft counterpart of CISG article 4(b)] specifies that, unless expressly provided, the Convention is not concerned with the effect which the contract may have on the property in the goods sold. This matter is left to the applicable law. See also article 39 [draft counterpart of CISG article 41] and the commentary thereto.