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Contents
- Preliminary Material
- Main Text
- I Introduction
- 1.1
- 1.2
- 1.3
- A The United Nations Convention on Contracts for the International Sale of Goods
- B The Uniform Commercial Code and the Law of Sales
- C The UNIDROIT Principles of International Commercial Contracts
- D A Structural Comparison of the Code, the Convention, and the UNIDROIT Principles
- II Detailed Comparison of the Convention, the Unidroit Principles, and Article 2 of the U.C.C.
- Part I— Sphere of Application and General Provisions
- Part II— Formation of the Contract
- Part III— Sale of Goods
- Ch.I— General Provisions
- Ch.II— Obligations of the Seller
- Article 30
- s.I— Delivery of the Goods and Handing Over of Documents
- s.II— Conformity of the Goods and Third Party Claims
- s.III— Remedies for Breach of Contract by the Seller
- Ch.III— Obligations of the Buyer
- Ch.IV— Passing of Risk
- Ch.V— Provisions Common to the Obligations of the Seller and of the Buyer
- Part IV— Final Provisions
- III Rules in the Unidroit Principles Not Covered in the Convention
- IV Shipping Terms and their Usage
- I Introduction
- Further Material
- Appendices
- Appendix A Uniform Commercial Code Article 2—Sales
- Table of Contents
- Part 1 Short Title, General Construction, and Subject Matter
- s.2-101 Short Title.
- s.2-102 Scope; Certain Security and Other Transactions Excluded from This Article.
- s.2-103 Definitions and Index of Definitions.
- s.2-104 Definitions: “Merchant,” “Between Merchants”; “Financing Agency.”
- s.2-105 Definitions: Transferability; “Goods” “Future” Goods; “Lot”; “Commercial Unit.”
- s.2-106 Definitions: “Contract”; “Agreement”; “Contract for Sale”; “Sale”; “Present Sale”; “Conforming” to Contract; “Termination”; “Cancellation.”
- s.2-107 Goods to Be Severed from Realty: Recording.
- Part 2 Form, Formation and Readjustment of Contract
- s.2-201 Formal Requirements; Statute of Frauds
- s.2-202 Final Written Expression: Parol or Extrinsic Evidence.
- s.2-203 Seals Inoperative.
- s.2-204 Formation in General.
- s.2-205 Firm Offers.
- s.2-206 Offer and Acceptance in Formation of Contract.
- s.2-207 Additional Terms in Acceptance or Confirmation.
- s.2-208 Course of Performance or Practical Construction
- s.2-209 Modification, Rescission and Waiver.
- s.2-210 Delegation of Performance; Assignment of Rights.
- Part 3 General Obligation and Construction of Contract
- s.2-301 General Obligations of Parties.
- s.2-302 Unconscionable Contract or Clause.
- s.2-303 Allocation or Division of Risks.
- s.2-304 Price Payable in Money, Goods, Realty, or Otherwise.
- s.2-305 Open Price Term.
- s.2-306 Output, Requirements and Exclusive Dealings.
- s.2-307 Delivery in Single Lot or Several Lots.
- s.2-308 Absence of Specified Place for Delivery.
- s.2-309 Absence of Specific Time Provisions; Notice of Termination.
- s.2-310 Open Time for Payment or Running of Credit; Authority to Ship Under Reservation.
- s.2-311 Options and Cooperation Respecting Performance.
- s.2-312 Warranty of Title and Against Infringement; Buyer’s Obligation Against Infringement.
- s.2-313 Express Warranties by Affirmation, Promise, Description, Sample.
- s.2-314 Implied Warranty: Merchantability; Usage of Trade.
- s.2-315 Implied Warranty: Fitness for Particular Purpose.
- s.2-316 Exclusion or Modification of Warranties.
- s.2-317 Cumulation and Conflict of Warranties Express or Implied.
- s.2-318 Third-Party Beneficiaries of Warranties and Obligations.
- s.2-319 F.O.B. and F.A.S. Terms.
- s.2-320 C.I.F. and C. & F. Terms.
- s.2-321 C.I.F. or C. & F.: “Net Landed Weights”; “Payment on Arrival”; Warranty of Condition on Arrival.
- s.2-322 Delivery “Ex-Ship.”
- s.2-323 Form of Bill of Lading Required in Overseas Shipment; “Overseas”.
- s.2-324 “No Arrival, No Sale” Term.
- s.2-325 “Letter of Credit” Term; “Confirmed credit”.
- s.2-326 Sale on Approval and Sale or Return; Rights of Creditors.
- s.2-327 Special Incidents of Sale on Approval and Sale or Return.
- s.2-328 Sale by Auction.
- Part 4 Title, Creditors, and Good-Faith Purchasers
- Part 5 Performance
- s.2-501 Insurable Interest in Goods; Manner of Identification of Goods.
- s.2-502 Buyer’s Right to Goods on Seller’s Repudiation, Failure to Deliver, or Insolvency.
- s.2-503 Manner of Seller’s Tender of Delivery.
- s.2-504 Shipment by Seller.
- s.2-505 Seller’s Shipment Under Reservation.
- s.2-506 Rights of Financing Agency.
- s.2-507 Effect of Seller’s Tender; Delivery on Condition.
- s.2-508 Cure by Seller of Improper Tender or Delivery; Replacement.
- s.2-509 Risk of Loss in the Absence of Breach.
- s.2-510 Effect of Breach on Risk of Loss.
- s.2-511 Tender of Payment by Buyer; Payment by Check.
- s.2-512 Payment by Buyer Before Inspection.
- s.2-513 Buyer’s Right to Inspection of Goods.
- s.2-514 When Documents Deliverable on Acceptance; When on Payment.
- s.2-515 Preserving Evidence of Goods in Dispute.
- Part 6 Breach, Repudiation, and Excuse
- s.2-601 Buyer’s Rights on Improper Delivery.
- s.2-602 Manner and Effect of Rejection.
- s.2-603 Merchant Buyer’s Duties as to Rejected Goods.
- s.2-604 Buyer’s Options as to Salvage of Rightfully Rejected Goods.
- s.2-605 Waiver of Buyer’s Objections by Failure to Particularize.
- s.2-606 What Constitutes Acceptance of Goods.
- s.2-607 Effect of Acceptance; Notice of Breach; Burden of Establishing Breach After Acceptance; Notice of Claim or Litigation to Person Answerable Over.
- s.2-608 Revocation of Acceptance in Whole or in Part.
- s.2-609 Right to Adequate Assurance of Performance.
- s.2-610 Anticipatory Repudiation.
- s.2-611 Retraction of Anticipatory Repudiation.
- s.2-612 “Installment Contract”; Breach.
- s.2-613 Casualty to Identified Goods.
- s.2-614 Substituted Performance.
- s.2-615 Excuse by Failure of Presupposed Conditions.
- s.2-616 Procedure on Notice Claiming Excuse.
- Part 7 Remedies
- s.2-701 Remedies for Breach of Collateral Contracts Not Impaired.
- s.2-702 Seller’s Remedies on Discovery of Buyer’s Insolvency.
- s.2-703 Seller’s Remedies in General.
- s.2-704 Seller’s Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods.
- s.2-705 Seller’s Stoppage of Delivery in Transit or Otherwise.
- s.2-706 Seller’s Resale Including Contract for Resale.
- s.2-707 “Person in the Position of a Seller.”
- s.2-708 Seller’s Damages for Nonacceptance or Repudiation.
- s.2-709 Action for the Price.
- s.2-710 Seller’s Incidental Damages.
- s.2-711 Buyer’s Remedies in General; Buyer’s Security Interest in Rejected Goods.
- s.2-712 “Cover”; Buyer’s Procurement of Substitute Goods.
- s.2-713 Buyer’s Damages for Nondelivery or Repudiation.
- s.2-714 Buyer’s Damages for Breach in Regard to Accepted Goods.
- s.2-715 Buyer’s Incidental and Consequential Damages.
- s.2-716 Buyer’s Right To Specific Performance or Replevin.
- s.2-717 Deduction of Damages from the Price.
- s.2-718 Liquidation or Limitation of Damages; Deposits.
- s.2-719 Contractual Modification or Limitation of Remedy.
- s.2-720 Effect of “Cancellation” or “Rescission” on Claims for Antecedent Breach.
- s.2-721 Remedies for Fraud.
- s.2-722 Who Can Sue Third Parties for Injury to Goods.
- s.2-723 Proof of Market Price: Time and Place.
- s.2-724 Admissibility of Market Quotations.
- s.2-725 Statute of Limitations in Contracts for Sale.
- Appendix B Unidroit Principles of International Commercial Contracts (2016)
- Preamble (Purpose of the Principles)
- Ch.1: General Provisions
- ARTICLE 1.1 (Freedom of contract)
- ARTICLE 1.2 (No form required)
- ARTICLE 1.3 (Binding character of contract)
- ARTICLE 1.4 (Mandatory rules)
- ARTICLE 1.5 (Exclusion or modification by the parties)
- ARTICLE 1.6 (Interpretation and supplementation of the principles)
- ARTICLE 1.7 (Good faith and fair dealing)
- ARTICLE 1.8 (Inconsistent behaviour)
- ARTICLE 1.9 (Usages and practices)
- ARTICLE 1.10 (Notice)
- ARTICLE 1.12 (Computation of time set by parties)
- Ch.2: Formation and Authority of Agents
- s.1: Formation
- ARTICLE 2.1.1 (Manner of Formation)
- ARTICLE 2.1.2 (Definition of offer)
- ARTICLE 2.1.3 (Withdrawal of offer)
- ARTICLE 2.1.4 (Revocation of offer)
- ARTICLE 2.1.5 (Rejection of offer)
- ARTICLE 2.1.6 (Mode of acceptance)
- ARTICLE 2.1.7 (Time of acceptance)
- ARTICLE 2.1.8 (Acceptance within a fixed period of time)
- ARTICLE 2.1.9 (Late acceptance, delay in transmission)
- ARTICLE 2.1.10 (Withdrawal of acceptance)
- ARTICLE 2.1.11 (Modified acceptance)
- ARTICLE 2.1.12 (Writings in confirmation)
- ARTICLE 2.1.13 (Conclusion of contract dependent on agreement on specific matters or in a particular form)
- ARTICLE 2.1.14 (Contract with terms deliberately left open)
- ARTICLE 2.1.15 (Negotiations in bad faith)
- ARTICLE 2.1.16 (Duty of confidentiality)
- ARTICLE 2.1.17 (Merger clauses)
- ARTICLE 2.1.18 (Modification in a particular form)
- ARTICLE 2.1.19 (Contracting under standard terms)
- ARTICLE 2.1.20 (Surprising terms)
- ARTICLE 2.1.21 (Conflict between standard terms and non-standard terms)
- ARTICLE 2.1.22 (Battle of forms)
- s.2: Authority of Agents
- ARTICLE 2.2.1 (Scope of the Section)
- ARTICLE 2.2.2 (Establishment and scope of the authority of the agent)
- ARTICLE 2.2.3 (Agency disclosed)
- ARTICLE 2.2.4 (Agency undisclosed)
- ARTICLE 2.2.5 (Agent acting without or exceeding its authority)
- ARTICLE 2.2.6 (Liability of agent acting without or exceeding Its authority)
- ARTICLE 2.2.7 (Conflict of interests)
- ARTICLE 2.2.8 (Sub-agency)
- ARTICLE 2.2.9 (Ratification)
- ARTICLE 2.2.10 (Termination of authority)
- s.1: Formation
- Ch.3: Validity
- s.1: General Provisions
- s.2: Grounds for Avoidance
- ARTICLE 3.2.1 (Definition of mistake)
- ARTICLE 3.2.2 (Relevant mistake)
- ARTICLE 3.2.3 (Error in expression or transmission)
- ARTICLE 3.2.4 (Remedies for non-performance)
- ARTICLE 3.2.5 (Fraud)
- ARTICLE 3.2.6 (Threat)
- ARTICLE 3.2.7 (Gross disparity)
- ARTICLE 3.2.8 (Third persons)
- ARTICLE 3.2.9 (Confirmation)
- ARTICLE 3.2.10 (Loss of right to avoid)
- ARTICLE 3.2.11 (Notice of avoidance)
- ARTICLE 3.2.12 (Time limits)
- ARTICLE 3.2.13 (Partial avoidance)
- ARTICLE 3.2.14 (Retroactive effect of avoidance)
- ARTICLE 3.2.15 (Restitution)
- ARTICLE 3.2.16 (Damages)
- ARTICLE 3.2.17 (Unilateral declarations)
- s.3: Illegality
- Ch.4: Interpretation
- ARTICLE 4.1 (Intention of the parties)
- ARTICLE 4.2 (Interpretation of statements and other conduct)
- ARTICLE 4.3 (Relevant circumstances)
- ARTICLE 4.4 (Reference to contract or statement as a whole)
- ARTICLE 4.5 (All terms to be given effect)
- ARTICLE 4.6 (Contra proferentem rule)
- ARTICLE 4.7 (Linguistic discrepancies)
- ARTICLE 4.8 (Supplying an omitted term)
- Ch.5: Content and Third Party Rights
- s.1: Content
- ARTICLE 5.1.1 (Express and implied obligations)
- ARTICLE 5.1.2 (Implied obligations)
- ARTICLE 5.1.3 (Co-operation between the parties)
- ARTICLE 5.1.4 (Duty to achieve a specific result, duty of best efforts)
- ARTICLE 5.1.5 (Determination of kind of duty involved)
- ARTICLE 5.1.6 (Determination of quality of performance)
- ARTICLE 5.1.7 (Price determination)
- ARTICLE 5.1.8 (Termination of a contract for an indefinite period)
- ARTICLE 5.1.9 (Release by agreement)
- s.2: Third Party Rights
- s.3: Conditions
- s.1: Content
- Ch.6: Performance
- s.1: Performance in General
- ARTICLE 6.1.1 (Time of performance)
- ARTICLE 6.1.2 (Performance at one time or in instalments)
- ARTICLE 6.1.3 (Partial performance)
- ARTICLE 6.1.4 (Order of performance)
- ARTICLE 6.1.5 (Earlier performance)
- ARTICLE 6.1.6 (Place of performance)
- ARTICLE 6.1.7 (Payment by cheque or other instrument)
- ARTICLE 6.1.8 (Payment by funds transfer)
- ARTICLE 6.1.9 (Currency of payment)
- ARTICLE 6.1.10 (Currency not xxpressed)
- ARTICLE 6.1.11 (Costs of performance)
- ARTICLE 6.1.12 (Imputation of payments)
- ARTICLE 6.1.13 (Imputation of non-monetary obligations)
- ARTICLE 6.1.14 (Application for public permission)
- ARTICLE 6.1.15 (Procedure in applying for permission)
- ARTICLE 6.1.16 (Permission neither granted nor refused)
- ARTICLE 6.1.17 (Permission refused)
- s.2: Hardship
- s.1: Performance in General
- Ch.7: Non-performance
- s.1: Non-performance in General
- s.2: Right to Performance
- s.3: Termination
- ARTICLE 7.3.1 (Right to terminate the contract)
- ARTICLE 7.3.2 (Notice of termination)
- ARTICLE 7.3.3 (Anticipatory non-performance)
- ARTICLE 7.3.4 (Adequate assurance of due performance)
- ARTICLE 7.3.5 (Effects of termination in general)
- ARTICLE 7.3.6 (Restitution with respect to contracts to be performed at one time)
- ARTICLE 7.3.7 (Restitution with respect to long-term contracts)
- s.4: Damages
- ARTICLE 7.4.1 (Right to damages)
- ARTICLE 7.4.2 (Full compensation)
- ARTICLE 7.4.3 (Certainty of harm)
- ARTICLE 7.4.4 (Foreseeability of harm)
- ARTICLE 7.4.5 (Proof of harm in Case of replacement transaction)
- ARTICLE 7.4.6 (Proof of harm by current price)
- ARTICLE 7.4.7 (Harm due in part to aggrieved party)
- ARTICLE 7.4.8 (Mitigation of harm)
- ARTICLE 7.4.9 (Interest for failure to pay money)
- ARTICLE 7.4.10 (Interest on damages)
- ARTICLE 7.4.11 (Manner of monetary redress)
- ARTICLE 7.4.12 (Currency in which to assess damages)
- ARTICLE 7.4.13 (Agreed payment for non-performance)
- Ch.8: Set-off
- Ch.9: Assignment of Rights, Transfer of Obligations, Assignment of Contracts
- s.1: Assignment of Rights
- ARTICLE 9.1.1 (Definitions)
- ARTICLE 9.1.2 (Exclusions)
- ARTICLE 9.1.3 (Assignability of non-monetary rights)
- ARTICLE 9.1.4 (Partial assignment)
- ARTICLE 9.1.5 (Future rights)
- ARTICLE 9.1.6 (Rights assigned without individual specification)
- ARTICLE 9.1.7 (Agreement between assignor and assignee sufficient)
- ARTICLE 9.1.8 (Obligor’s additional costs)
- ARTICLE 9.1.9 (Non-assignment clauses)
- ARTICLE 9.1.10 (Notice to the obligor)
- ARTICLE 9.1.11 (Successive assignments)
- ARTICLE 9.1.12 (Adequate proof of assignment)
- ARTICLE 9.1.13 (Defences and rights of set-off)
- ARTICLE 9.1.14 (Rights related to the right assigned)
- ARTICLE 9.1.15 (Undertakings of the assignor)
- s.2: Transfer of Obligations
- ARTICLE 9.2.1 (Modes of transfer)
- ARTICLE 9.2.2 (Exclusion)
- ARTICLE 9.2.3 (Requirement of obligee’s consent to transfer)
- ARTICLE 9.2.4 (Advance consent of obligee)
- ARTICLE 9.2.5 (Discharge of original obligor)
- ARTICLE 9.2.6 (Third party performance)
- ARTICLE 9.2.7 (Defences and rights of set-off)
- ARTICLE 9.2.8 (Rights related to the obligation transferred)
- s.3: Assignment of Contracts
- s.1: Assignment of Rights
- Ch.10: Limitation Periods
- ARTICLE 10.1 (Scope of the Chapter)
- ARTICLE 10.2 (Limitation periods)
- ARTICLE 10.3 (Modification of limitation periods by the parties)
- ARTICLE 10.4 (New limitation period by acknowledgement)
- ARTICLE 10.5 (Suspension by judicial proceedings)
- ARTICLE 10.6 (Suspension by arbitral proceedings)
- ARTICLE 10.7 (Alternative dispute resolution)
- ARTICLE 10.8 (Suspension in case of force majeure, death or incapacity)
- ARTICLE 10.9 (Effects of expiration of limitation period)
- ARTICLE 10.10 (Right of set-off)
- ARTICLE 10.11 (Restitution)
- Ch.11: Plurality of Obligors and Obligees
- s.1: Plurality of Obligors
- ARTICLE 11.1.1 (Definitions)
- ARTICLE 11.1.2 (Presumption of joint and several obligations)
- ARTICLE 11.1.3 (Obligee’s rights against joint and several obligors)
- ARTICLE 11.1.4 (Availability of defences and rights of set-off)
- ARTICLE 11.1.5 (Effect of performance and set-off)
- ARTICLE 11.1.6 (Effect of release or settlement)
- ARTICLE 11.1.7 (Effect of expiration or suspension of limitation period)
- ARTICLE 11.1.8 (Effect of judgment)
- ARTICLE 11.1.9 (Apportionment among joint and several obligors)
- ARTICLE 11.1.10 (Extent of contributory claim)
- ARTICLE 11.1.11 (Rights of the obligee)
- ARTICLE 11.1.12 (Defences in contributory claims)
- ARTICLE 11.1.13 (Inability to recover)
- s.2: Plurality of Obligees
- s.1: Plurality of Obligors
- Appendix C Table of Corresponding Provisions of the CISG, the Unidroit Principles, and the Uniform Commercial Code
- Appendix D Parties to the United Nations Convention on Contracts for the International Sale of Goods
- Appendix A Uniform Commercial Code Article 2—Sales
- Index
- Appendices