United Nations Convention on Contracts for the International Sale of Goods

CISG
United Nations Convention on Contracts for the International Sale of Goods

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  ratified
  signed, but not ratified
Type multilateral uniform international sales treaty
Signed 11 April 1980
Location Vienna, Austria
Effective 1 January 1988
Condition 10 ratifications
Signatories 18
Parties 87
Depositary The Secretary-General of the United Nations
Languages Arabic, Chinese, English, French, Russian, and Spanish

The United Nations Convention on Contracts for the International Sale of Goods (CISG; the Vienna Convention)[1] is a treaty that is a uniform international sales law. As of May 2016, it has been ratified by 87 states that account for a significant proportion of world trade, making it one of the most successful international uniform laws. Costa Rica is the most recent state to ratify the Convention, having acceded to it on 12 July 2017.

The CISG was developed by the United Nations Commission on International Trade Law (UNCITRAL), and was signed in Vienna in 1980. The CISG is sometimes referred to as the Vienna Convention (but is not to be confused with other treaties signed in Vienna). It came into force as a multilateral treaty on 1 January 1988, after being ratified by 11 countries.[2]

The CISG allows exporters to avoid choice of law issues, as the CISG offers "accepted substantive rules on which contracting parties, courts, and arbitrators may rely".[3] Unless excluded by the express terms of a contract,[4] the CISG is deemed to be incorporated into (and supplant) any otherwise applicable domestic law(s) with respect to a transaction in goods between parties from different Contracting States.[5]

The CISG has been regarded as a success for the UNCITRAL, as the Convention has been accepted by states from "every geographical region, every stage of economic development and every major legal, social and economic system".[6] Countries that have ratified the CISG are referred to within the treaty as “Contracting States”. Of the uniform law conventions, the CISG has been described as having "the greatest influence on the law of worldwide trans-border commerce".[7] It has been described as a great legislative achievement,[8] and the "most successful international document so far" in unified international sales law,[9] in part due to its flexibility in allowing Contracting States the option of taking exception to certain specified articles. This flexibility was instrumental in convincing states with disparate legal traditions to subscribe to an otherwise uniform code. While certain State parties to the CISG have lodged declarations,[10] the vast majority – 65 of the current 87 Contracting States – have chosen to accede to the Convention without any declaration.

The CISG is the basis of the annual Willem C. Vis International Commercial Arbitration Moot held in Vienna in the week before Easter (and now also in Hong Kong). Teams from law schools around the world take part. The Moot is organised by Pace University, which keeps a definitive source of information on the CISG.

Adoption

  ratified
  signed, but not ratified

As of May 2016, the following states have ratified, acceded to, approved, accepted, or succeeded to the Convention:[11]

The Convention has been signed, but not ratified, by Ghana and Venezuela.

Reservations

The CISG allows contracting States to lodge reservations (called "declarations" in the CISG own language). About one fourth of the CISG contracting States have done so.

Declarations may refer to:

Some existing declarations have been reviewed and withdrawn by States. Nordic countries (i.e., members of the Nordic Council) (except Iceland) had originally opted out of the application of Part II under article 92 CISG. However, they recently withdrew their Article 92 CISG reservations and became a party to Part II CISG, except for trade among themselves, to which the CISG is not applied as a whole due to a declaration lodged under article 94.[12]

Likewise, China,[13] Latvia,[14] Lithuania[15] and Hungary[16] withdrew their written form declaration.

Some countries have expanded rather than restricted CISG application by removing one of the cumulative conditions for application within the CISG. Thus, Israeli law stipulates that the CISG will apply equally to a party whose place of business is in a State that is not a Contracting State. This is in conformity with Article 97 CISG as it is not a "reservation"; it widens the scope of the CISG's application, rather than limits it.[17]

Major absentees

Hong Kong,[18] India, South Africa, Taiwan,[19] and the United Kingdom[20] are the only major trading countries that have not yet ratified the CISG.

The absence of the United Kingdom, a leading jurisdiction for the choice of law in international commercial contracts, has been attributed variously to: the government not viewing its ratification as a legislative priority, a lack of interest from business in supporting ratification, opposition from a number of large and influential organisations, a lack of public service resources, and a danger that London would lose its edge in international arbitration and litigation.[21]

Taiwan currently may not become a party to treaties deposited with the Secretary-General of the United Nations.

States considering the adoption of the CISG

Rwanda[22] has concluded the domestic procedure of consideration of the CISG and adopted laws authorising its adoption; the CISG will enter into force for it once the instrument of accession is deposited with the Secretary-General of the United Nations. A number of other countries, including Cameroon,[23] have made progress in the adoption process.

Language, structure, and content

The CISG is written using "plain language that refers to things and events for which there are words of common content".[24] This was a conscious intent to allow national legal systems to be transcended through the use of a common legal lingua franca[25] and avoids the "words associated with specific domestic legal nuances".[6] Further, it facilitated the translation into the UN's six official languages.[26] As is customary in UN conventions all 6 languages are equally authentic.[27]

The CISG is divided into four parts:

Part I: Sphere of Application and General Provisions (Articles 1–13)

The CISG applies to contracts of the sale of goods between parties whose places of business are in different States, when the States are Contracting States (Article 1(1)(a)). Given the significant number of Contracting States, this is the usual path to the CISG's applicability.

The CISG also applies if the parties are situated in different countries (which need not be Contracting States) and the conflict of law rules lead to the application of the law of a Contracting State.[28] For example, a contract between a Japanese trader and a Brazilian trader may contain a clause that arbitration will be in Sydney under Australian law[29] with the consequence that the CISG would apply. A number of States have declared they will not be bound by this condition.[30]

The CISG is intended to apply to commercial goods and products only. With some limited exceptions, the CISG does not apply to personal, family, or household goods, nor does it apply to auctions, ships, aircraft,[31] or intangibles[32] and services.[33] The position of computer software is ‘controversial’[34] and will depend upon various conditions and situations.[35]

Importantly, parties to a contract may exclude or vary the application of the CISG.[36]

Interpretation of the CISG is to take account of the ‘international character’ of the Convention, the need for uniform application, and the need for good faith in international trade. Disputes over interpretation of the CISG are to be resolved by applying the ‘general principles’ of the CISG, or where there are no such principles but the matters are governed by the CISG (a gap praeter legem) by applying the rules of private international law.[37]

A key point of controversy was whether or not a contract requires a written memorial to be binding. The CISG allows for a sale to be oral or unsigned,[38] but in some countries, contracts are not valid unless written. In many nations, however, oral contracts are accepted, and those States had no objection to signing, so States with a strict written requirement exercised their ability to exclude those articles relating to oral contracts, enabling them to sign as well.[39]

The CISG is not a complete qualification by its own definition.[40] These gaps must be filled in by the applicable national law under due consideration of the conflict of law rules applicable at the place of jurisdiction.[41]

Part II: Formation of the Contract (Articles 14–24)

An offer to contract must be addressed to a person, be sufficiently definite – that is, describe the goods, quantity, and price – and indicate an intention for the offeror to be bound on acceptance.[42] The CISG does not appear to recognise common law unilateral contracts[43] but, subject to clear indication by the offeror, treats any proposal not addressed to a specific person as only an invitation to make an offer.[44] Further, where there is no explicit price or procedure to implicitly determine price, then the parties are assumed to have agreed upon a price based upon that ‘generally charged at the time of the conclusion of the contract for such goods sold under comparable circumstances’.[45]

Generally, an offer may be revoked provided the withdrawal reaches the offeree before or at the same time as the offer, or before the offeree has sent an acceptance.[46] Some offers may not be revoked; for example when the offeree reasonably relied upon the offer as being irrevocable.[47] The CISG requires a positive act to indicate acceptance; silence or inactivity are not an acceptance.[48]

The CISG attempts to resolve the common situation where an offeree's reply to an offer accepts the original offer, but attempts to change the conditions. The CISG says that any change to the original conditions is a rejection of the offer—it is a counter-offer—unless the modified terms do not materially alter the terms of the offer. Changes to price, payment, quality, quantity, delivery, liability of the parties, and arbitration conditions may all materially alter the terms of the offer.[49]

Part III: Sale of Goods (Articles 25–88)

Articles 25–88; sale of goods, obligations of the seller, obligations of the buyer, passing of risk, obligations common to both buyer and seller.

The CISG defines the duty of the seller, ‘stating the obvious’,[50] as the seller must deliver the goods, hand over any documents relating to them, and transfer the property in the goods, as required by the contract.[51] Similarly, the duty of the buyer is to take all steps ‘which could reasonably be expected’[52] to take delivery of the goods, and to pay for them.[53]

Generally, the goods must be of the quality, quantity, and description required by the contract, be suitably packaged and fit for purpose.[54] The seller is obliged to deliver goods that are not subject to claims from a third party for infringement of industrial or intellectual property rights in the State where the goods are to be sold.[55] The buyer is obliged to promptly examine the goods and, subject to some qualifications, must advise the seller of any lack of conformity within ‘a reasonable time’ and no later than within two years of receipt.[56]

The CISG describes when the risk passes from the seller to the buyer[57] but it has been observed that in practice most contracts define the ‘seller's delivery obligations quite precisely by adopting an established shipment term,[50] such as FOB and CIF.[58]

Remedies of the buyer and seller depend upon the character of a breach of the contract. If the breach is fundamental, then the other party is substantially deprived of what it expected to receive under the contract. Provided that an objective test shows that the breach could not have been foreseen,[59] then the contract may be avoided[60] and the aggrieved party may claim damages.[61] Where part performance of a contract has occurred, then the performing party may recover any payment made or good supplied;[62] this contrasts with the common law where there is generally no right to recover a good supplied unless title has been retained or damages are inadequate, only a right to claim the value of the good.[63]

If the breach is not fundamental, then the contract is not avoided and remedies may be sought including claiming damages, specific performance, and adjustment of price.[64] Damages that may be awarded conform to the common law rules in Hadley v Baxendale[65] but it has been argued the test of foreseeability is substantially broader[50] and consequently more generous to the aggrieved party.

The CISG excuses a party from liability to a claim of damages where a failure to perform is attributable to an impediment beyond the party’s, or a third party sub-contractor’s, control that could not have been reasonably expected.[66] Such an extraneous event might elsewhere be referred to as force majeure, and frustration of the contract.

Where a seller has to refund the price paid, then the seller must also pay interest to the buyer from the date of payment.[67] It has been said the interest rate is based on rates current in the seller’s State ‘[s]ince the obligation to pay interest partakes of the seller's obligation to make restitution and not of the buyer's right to claim damages’,[68] though this has been debated.[69] In a mirror of the seller’s obligations, where a buyer has to return goods the buyer is accountable for any benefits received.[70]

Part IV: Final Provisions (Articles 89–101)

Articles 89–101 (final provisions) include how and when the Convention comes into force, permitted reservations and declarations, and the application of the Convention to international sales where both States concerned have the same or similar law on the subject.

The Part IV Articles, along with the Preamble, are sometime characterized as being addressed ‘primarily to States’,[71] not to business people attempting to use the Convention for international trade. They may, however, have a significant impact upon the CISG's practical applicability,[72] thus requiring careful scrutiny when determining each particular case.

Commentary on the Convention

It has been remarked that the CISG expresses a practice-based, flexible and "relational" character. It places no or very few restrictions of form on formation or adjustment of contracts; in case of non-performance (or over-performance) it offers a wide array of interim measures before the aggrieved party must resort to avoiding the contract (e.g. unilateral pro-rated price reduction (Art. 50); suspension of performance (art. 71); the availability of cure as a matter of right of the defaulting party (subject to some reservations, Art. 48); choice between expectation and market-based damages, etc.); additionally, the CISG does not operate under a "perfect tender" rule and its criteria for conformity are functional rather than formal (art. 35).[73] Additionally, its rules of interpretation rely heavily on custom as well as on manifest acts rather than on intent (Art. 8). The CISG does include a so-called Nachlass rule, but its scope is relatively limited. On the other hand, its good faith obligation may seem relatively limited and in any case obscure (Art. 7). All communications require "reasonable time."

Although the Convention has been accepted by a large number of States, it has been the subject of some criticism. For example, the drafting nations have been accused of being incapable of agreement on a code that "concisely and clearly states universal principles of sales law", and through the Convention’s invitation to interpret taking regard of the Convention’s "international character"[74] gives judges the opportunity to develop "diverse meaning".[75] Put more bluntly, the CISG has been described as "a variety of vague standards and compromises that appear inconsistent with commercial interests".[76]

A contrary view is that the CISG is "written in plain business language," which allows judges the opportunity to make the Convention workable in a range of sales situations.[77] It has been said "the drafting style is lucid and the wording simple and uncluttered by complicated subordinating clauses", and the "general sense" can be grasped on the first reading without the need to be a sales expert.[78]

Uniform application of the CISG is problematic because of the reluctance of courts to use "solutions adopted on the same point by courts in other countries",[79] resulting in inconsistent decisions.[80] For example, in a case involving the export to Germany by a Swiss company of New Zealand mussels with a level of cadmium in excess of German standards, the German Supreme Court held that it is not the duty of the seller to ensure that goods meet German public health regulations.[81] This contrasted with a later decision in which an Italian cheese exporter failed to meet French packaging regulations, and the French court decided it was the duty of the seller to ensure compliance with French regulations.[82]

These two cases were held by one commentator to be an example of contradictory jurisprudence.[77] Another commentator, however, saw the cases as not contradictory, as the German case could be distinguished on a number of points.[83] The French court chose not to consider the German court’s decision, in its published decision. (Precedent, foreign or not, is not legally binding in civil law.)

CISG advocates are also concerned that the natural inclination of judges is to interpret the CISG using the methods familiar to them from their own State[84] rather than attempting to apply the general principles of the Convention or the rules of private international law.[80] This is despite the comment from one highly respected academic that ‘it should be a rare, or non-existent, case where there are no relevant general principles to which a court might have recourse’ under the CISG.[85] This concern was supported by research of the CISG Advisory Council which said, in the context of the interpretation of Articles 38 and 39,[86] there is a tendency for courts to interpret the articles in the light of their own State’s law, and some States have ‘struggled to apply [the articles] appropriately’.[87] In one of a number of criticisms[88] of Canadian court decisions to use local legislation to interpret the CISG, one commentator said the CISG was designed to ‘replace existing domestic laws and caselaw,’ and attempts to resolve gaps should not be by ‘reference to relevant provisions of [local] sales law’.[89]

Critics of the multiple language versions of the CISG assert it is inevitable the versions will not be totally consistent because of translation errors and the untranslatability of ‘subtle nuances’ of language.[90] This argument, though with some validity, would not seem peculiar to the CISG but common to any and all treaties that exist in multiple languages. The reductio ad absurdum would seem to be that all international treaties should exist in only a single language, something which is clearly neither practical nor desirable.

Other criticisms of the Convention are that it is incomplete, there is no mechanism for updating the provisions, and no international panel to resolve interpretation issues. For example, the CISG does not govern the validity of the contract, nor does it consider electronic contracts.[91] However, legal matters relating to the use of electronic communications in relation to contracts for international sale of goods have been eventually dealt with in a comprehensive manner in the United Nations Convention on the Use of Electronic Communications in International Contracts. Moreover, it is not to be forgotten that the CISG is complemented by the Convention on the Limitation Period in the International Sale of Goods with respect to the limitation of actions due to passage of time.[92]

Despite the critics, a supporter has said ‘[t]he fact that the costly ignorance of the early days, when many lawyers ignored the CISG entirely, has been replaced by too much enthusiasm that leads to … oversimplification, cannot be blamed on the CISG’.[93]

Future directions

Greater acceptance of the CISG will come from three directions. Firstly, it is likely that within the global legal profession, as the numbers of new lawyers educated in the CISG increases, the existing Contracting States will embrace the CISG, appropriately interpret the articles, and demonstrate a greater willingness to accept precedents from other Contracting States.

Secondly, business people will increasingly pressure both lawyers and governments to make sales of goods disputes less expensive, and reduce the risk of being forced to use a legal system that may be completely alien to their own. Both of these objectives can be achieved through use of the CISG.[34]

Finally, UNCITRAL will arguably need to develop a mechanism to further develop the Convention and to resolve conflicting interpretation issues.[94] This will make it more attractive to both business people and potential Contracting States.

Differences with country legislation relating to the sale of goods

Depending on the country, the CISG can represent a small or significant departure from local legislation relating to the sale of goods, and in this can provide important benefits to companies from one contracting state that import goods into other states that have ratified the CISG.

Differences with US legislation (the UCC)

The official 2007 edition of the UCC.

In the U.S., all 50 states have, to varying degrees, adopted common legislation referred to as the Uniform Commercial Code ("UCC"). UCC Articles 1 (General Provisions) and 2 (Sales) are generally similar to the CISG. However, the UCC differs from the CISG in some respects, such as the following areas that tend to reflect more general aspects of the U.S. legal system:

Terms of Acceptance – Under the CISG, acceptance occurs when it is received by the offeror, a rule similar to many civil law jurisdictions which contemplate for service to be effective upon receipt. By contrast, the U.S. legal system often applies the so-called "mailbox rule" by which, acceptance, like service, can occur at the time the offeree transmits it to the offeror.
"Battle of the Forms" – Under the CISG, a reply to an offer that purports to be an acceptance, but has additions, limitations, or other modifications, is generally considered a rejection and counteroffer. The UCC, on the other hand, tries to avoid the "battle of the forms" that can result from such a rule, and allows an expression of acceptance to be operative, unless the acceptance states that it is conditioned on the offeror consenting to the additional or different terms contained in the acceptance.
Writing Requirement – Unless otherwise specified by a ratifying State, the CISG does not require that a sales contract be reduced to a writing. Under the UCC's statute of frauds (inherited from the common law), contracts selling goods for a price of $500 or more are generally not enforceable unless in writing.

Nevertheless, because the U.S. has ratified the CISG, the CISG in the U.S. has the force of federal law and supersedes UCC-based state law under the Supremacy Clause. Among the U.S. reservations to the CISG is the provision that the CISG will apply only as to contracts with parties located in other CISG Contracting States, a reservation permitted by the CISG in Article 95. Therefore, in international contracts for the sale of goods between a U.S. entity and an entity of a Contracting State, the CISG will apply unless the contract's choice of law clause specifically excludes CISG terms. Conversely, in "international" contracts for the sale of goods between a U.S. entity and an entity of a non-Contracting State, to be adjudicated by a U.S. court, the CISG will not apply, and the contract will be governed by the domestic law applicable according to private international law rules.

See also

Notes

  1. ↑ United Nations Convention on Contracts for the International Sale of Goods, Vienna, 11 April 1980, S.Treaty Document Number 98-9 (1984), UN Document Number A/CONF 97/19, 1489 UNTS 3. The full text of the CISG is available in pdf format at http://www.uncitral.org/uncitral/en/uncitral_texts/sale_goods/1980CISG.html at 22 December 2007.
  2. ↑ Argentina, China, Egypt, France, Hungary, Italy, Lesotho, Syria, the United States, Yugoslavia, and Zambia.
  3. ↑ United States Department of Commerce, ‘The U.N. Convention on Contracts for the International Sale of Goods’ "Archived copy". Archived from the original on May 5, 2007. Retrieved April 2, 2007. at 22 December 2007.
  4. ↑ Standard clauses in English and in German (opt-in/opt-out): See Verweyen, Foerster, Toufar Handbuch des Internationalen Warenkaufs UN-Kaufrecht (CISG) 2. Auflage, 2008 pg. 64 (in English) and (in German)
  5. ↑ This statement is only applicable for the USA, The Czech Republic, and China, See Article 1,1B/95 Verweyen, Foerster, Toufar Handbuch des Internationalen Warenkaufs UN-Kaufrecht (CISG) 2. Auflage, 2008 pt. 21.2 pg 248 (in German)
  6. 1 2 John Felemegas, ‘The United Nations Convention on Contracts for the International Sale of Goods: Article 7 and Uniform Interpretation (2000)’ Pace Review of the Convention on Contracts for the International Sale of Goods (CISG) 115.
  7. ↑ Peter Schlechtriem, ‘Requirements of Application and Sphere of Applicability of the CISG’ (2005) 36 Victoria University of Wellington Law Review 781.
  8. ↑ Joseph Lookofsky, ‘Loose Ends and Contorts in International Sales: Problems in the Harmonization of Private Law Rules’ (1991) 39 American Journal of Comparative Law 403.
  9. ↑ Bruno Zeller, CISG and the Unification of International Trade Law (1st ed, 2007) 94.
  10. ↑ See list of signatories and their declarations at http://www.uncitral.org/uncitral/en/uncitral_texts/sale_goods/1980CISG_status.html .
  11. ↑ The status of signatories to the Convention is listed at http://www.uncitral.org/uncitral/en/uncitral_texts/sale_goods/1980CISG_status.html,%5B%5D and is updated whenever the UNCITRAL Secretariat is informed of changes in status of the Convention.
  12. ↑ http://www.unis.unvienna.org/unis/en/pressrels/2014/unisl198.html
  13. ↑ http://www.unis.unvienna.org/unis/pressrels/2013/unisl180.html
  14. ↑ http://www.unis.unvienna.org/unis/pressrels/2012/unisl177.html
  15. ↑ http://www.unis.unvienna.org/unis/pressrels/2013/unisl192.html
  16. ↑ http://www.unis.unvienna.org/unis/en/pressrels/2015/unisl219.html
  17. ↑ http://www.cisg.law.pace.edu/cisg/countries/cntries-Israel.html
  18. ↑ CISG: participating countries – China (PRC)
  19. ↑ Electronic Library on International Commercial Law and the CISG
  20. ↑ Lord Sainsbury, the Under Secretary of State for the Department of Trade and Industry in the House of Lords on 7 February 2005 said "the United Kingdom intends to ratify the convention, subject to the availability of parliamentary time".
  21. ↑ Sally Moss, ‘Why the United Kingdom Has Not Ratified the CISG’ (2005) 1 Journal of Law and Commerce 483.
  22. ↑ Law N°68/2013 of 30/08/2013 Authorising the Accession to the United Nations Convention on Contracts for the International Sale of Goods Adopted in Vienna in 1980 Official Gazette nº51 of 23 December 2013
  23. ↑ Dieudonné Zra, CRTV, A son tour, le Sénat met en examen les cinq prémiers projets de la session, 30 March 2017, available at http://crtv.cm/fr/nouvelles/top-news-24/a-son-tour-le-snat-met-en-examen-les-cinq-prmiers-projets-de-la-session--18991.htm
  24. ↑ John Honnold, Uniform Law for International Sales under the 1980 United Nations Convention (3rd ed. 1999) 88.
  25. ↑ Jan Hellner, ‘The UN Convention on International Sales of Goods – An Outsider's View’ in Erik Jayme (ed) Ius Inter Nationes: Festschrift fur Stefan Riesenfeld (1983) 72, 76.
  26. ↑ Arabic, Chinese, English, French, Russian, and Spanish / non-official translations of the CISG See: http://www.fr-lawfirm.de/links/pages/UN-Kaufrecht/Texte_Uebersetzungen/.
  27. ↑ Article 101.
  28. ↑ Article 1 (b).
  29. ↑ More correctly, the law of New South Wales as mandated in Sale of Goods (Vienna Convention) Act 1986 (NSW).
  30. ↑ Specifically, China, Germany, Czech Republic, Saint Vincent and the Grenadines, Singapore, Slovakia, and the United States of America. See http://www.uncitral.org/uncitral/en/uncitral_texts/sale_goods/1980CISG_status.html at 22 December 2007.
  31. ↑ Article 2.
  32. ↑ From Article 2 (d) and (f), intangibles such as stocks, shares, investment securities, negotiable instruments or money, and electricity.
  33. ↑ Article 3- However, Sale of Goods contracts under the CISG may include services (e.g., transport, erection, supervision, training) up to 50% of the agreed contract price at the date of the signature of the contract (See Verweyen/Foerster/Toufar Handbuch des Internationalen Warenkaufs UN-Kaufrechts (CISG) 2. Auflage, 2008 2.1.1 p. 46)
  34. 1 2 Peter Schlechtriem, ‘Requirements of Application and Sphere of Applicability of the CISG’ (2005) 36 Victoria University of Wellington Law Review 781.
  35. ↑ Frank Diedrich, ‘Maintaining Uniformity in International Uniform Law Via Autonomous Interpretation: Software Contracts and the CISG’ (1996) 8 Pace International Law Review 303, 321, 322.
  36. ↑ Articles 6, 12.
  37. ↑ Article 7.
  38. ↑ Article 11.
  39. ↑ Specifically, Argentina, Belarus, Chile, China, Hungary, Latvia, Lithuania, Paraguay, Russian Federation, and Ukraine are not bound by Article 11.
  40. ↑ Article 5,1–78
  41. ↑ In the toolbox (CD-Rom, which is attached to the Verweyen, Foerster, Toufar Handbuch des Internationalen Warenkaufs UN-Kaufrecht (CISG) 2. Auflage, 2008, the parties can easily identify the gaps and how they will be filled under the assumption of Swiss or German applicable law. This toolbox also comprises a software to determine the application of the CISG
  42. ↑ Article 14.
  43. ↑ See, for example, Carlill v. Carbolic Smoke Ball Company (1892) 2 QB 484.
  44. ↑ Article 14 (2).
  45. ↑ Article 55.
  46. ↑ Articles 15, 16 (1).
  47. ↑ Article 16 (2).
  48. ↑ Article 18.
  49. ↑ Article 19.
  50. 1 2 3 Jacob Ziegel and Claude Samson ‘Report to the Uniform Law Conference of Canada on Convention on Contracts for the International Sale of Goods’ (1981) Toronto 168–305.
  51. ↑ Article 30.
  52. ↑ Article 60.
  53. ↑ Article 53.
  54. ↑ Article 35.
  55. ↑ Articles 41, 42.
  56. ↑ Articles 38, 39, 40.
  57. ↑ Articles 66, 67, 68, 69, 70.
  58. ↑ See International Commercial Terms (Incoterms) in External Links.
  59. ↑ Article 25.
  60. ↑ Article 49, 64.
  61. ↑ Articles 74, 75, 76, 77.
  62. ↑ Article 81.
  63. ↑ Cf Doulton Potteries v Bronotte (1971) 1 NSWLR 591 for example of damages as inadequate.
  64. ↑ Articles 45, 46, 47, 48, 50, 51, 52, 61, 62, 63, 65, 74, 75, 76, 77.
  65. ↑ Hadley v Baxendale (1854) 9 Exch 341.
  66. ↑ Article 79.
  67. ↑ Article 84 (1).
  68. ↑ Commentary on the Draft Convention on Contracts for the International Sale of Goods, Prepared by the Secretariat, UN Doc. A/CONF.97/5 (1979).
  69. ↑ Peter Schlechtriem, Uniform Sales Law – The UN-Convention on Contracts for the International Sale of Goods (1st ed, 1986) 99.
  70. ↑ Article 84 (2).
  71. ↑ Peter Winship, ‘Commentary on Professor Kastely's Rhetorical Analysis’ (1988) 8 Northwestern Journal of Law & Business 623, 628.
  72. ↑ Ulrich G. Schroeter, 'Backbone or Backyard of the Convention? The CISG's Final Provisions', in: C.B. Andersen & U.G. Schroeter (eds.), Sharing International Commercial Law across National Boundaries: Festschrift for Albert H. Kritzer on the Occasion of his Eightieth Birthday, London: Wildy, Simmonds & Hill (2008), 425 at 426.
  73. ↑ Jonathan Yovel, The Buyer’s Right to Avoid the Contract in International Sales, in John Felemegas, ed., AN INTERNATIONAL APPROACH TO THE INTERPRETATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE SALE OF GOODS (Cambridge University Press, 2007)
  74. ↑ Article 7 (1).
  75. ↑ Arthur Rosett, ‘CSIG laid Bare: A Lucid Guide to a Muddy Code’ (1988) 21 Cornell International Law Journal 575.
  76. ↑ Clayton Gillette and Robert Scott, ‘The Political Economy of International Sales Law’ (2005) 25 International Review of Law and Economics 446.
  77. 1 2 Nicholas Whittington, ‘Comment on Professor Schwenzer’s Paper’ (2005) 36 Victoria University of Wellington Law Review 809.
  78. ↑ Jacob Ziegel, ‘The Future of the International Sales Convention from a Common Law Perspective’ (2000) 6 New Zealand Business Law Quarterly 336, 338.
  79. ↑ Michael Joachim Bonell and Fabio Liguori, ‘The U.N. Convention on the International Sale of Goods: A Critical Analysis of Current International Case Law’ (1997) 2 Revue de Droit Uniforme 385.
  80. 1 2 Article 7 (2).
  81. ↑ Bundesgerichtshof VIII ZR 159/94. English language abstract available at http://www.uncitral.org/clout/showDocument.do?documentUid=1326 at 22 December 2007. ). Full translation available at http://www.cisg.law.pace.edu/cases/950308g3.html#ta at 22 December 2007.
  82. ↑ Caiato Roger v La Société française de factoring international factor France (SA) (1995) 93/4126. English language abstract available at http://www.uncitral.org/clout/showDocument.do?documentUid=1425 at 22 December 2007. Full translation available at http://www.cisg.law.pace.edu/cases/950913f1.html at 22 December 2007.
  83. ↑ Andrea Charters, ‘Fitting the Situation: The CISG and the Regulated Market’ (2005) 4 Washington University Global Studies Law Review 1, 38.
  84. ↑ Nicholas Whittington, ‘Comment on Professor Schwenzer’s Paper’ (2005) 36 Victoria University of Wellington Law Review 809.
  85. ↑ John Felemegas, ‘The United Nations Convention on Contracts for the International Sale of Goods: Article 7 and Uniform Interpretation (2000)’ Pace Review of the Convention on Contracts for the International Sale of Goods (CISG) 115, 276.
  86. ↑ Articles 38 and 39 discuss the notice to be given by the buyer to the seller of non-conforming goods.
  87. ↑ CISG-AC Opinion No 2, Examination of the Goods and Notice of Non-Conformity – Articles 38 and 39, 7 June 2004. Rapporteur: Professor Eric Bergsten, Emeritus, Pace University New York 6, 7.
  88. ↑ See also for example, Antonin Pribetic, ‘The (CISG) Road Less Travelled: GreCon Dimter Inc. v. J.R. Normand Inc.’ (2006) 44 (1) Canadian Business Law Journal 92.
  89. ↑ Peter Mazzacano, ‘Canadian Jurisprudence and the Uniform Application of the UN Convention on Contracts for the International Sale of Goods’ (2006) 18 (1) Pace International Law Review 46.
  90. ↑ Arthur Rossett, ‘Critical Reflections on the United Nations Convention on Contracts for the International Sale of Goods’ (1984) 45 Ohio State Law Journal 265, 301.
  91. ↑ Jacob Ziegel, ‘The Future of the International Sales Convention from a Common Law Perspective’ (2000) 6 New Zealand Business Law Quarterly 336, 345.
  92. ↑ Luca G. Castellani, The Contribution of UNCITRAL to the Harmonization of International Sale of Goods Law Besides the CISG, Belgrade Law Review, Year LIX (2011) no. 3 pp. 28-38, at 28-33, available online at http://www.cisg.law.pace.edu/cisg/biblio/castellani3.html
  93. ↑ Franco Ferrari, ‘What Sources of Law for Contracts for the International Sale of Goods? Why One Has to Look Beyond the CISG’ (2005) 25 International Review of Law and Economics 314, 341.
  94. ↑ See John Felemegas, ‘The United Nations Convention on Contracts for the International Sale of Goods: Article 7 and Uniform Interpretation (2000)’ Pace Review of the Convention on Contracts for the International Sale of Goods (CISG) Chapter 3 for a discussion on how this could be achieved.

References

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