Users without a subscription are not able to see the full
content. Please,
subscribe
or
login
to access all content.
Contents
- Preliminary Material
- Preface
- Contents—Summary
- Contents
- List of Contributors
- List of Abbreviations
- Table of Cases
- International Court of Justice
- European Court of Human Rights
- European Court of Justice
- Argentina
- Australia
- Austria
- Belarus
- Belgium
- Bermuda
- Brazil
- Bulgaria
- Canada
- Chile
- China
- Colombia
- Croatia
- Czech Republic
- Denmark
- Egypt
- Estonia
- Finland
- France
- Germany
- Greece
- Hungary
- Israel
- Italy
- Japan
- Latvia
- Lithuania
- Luxembourg
- Mexico
- Netherlands
- Netherlands Antilles
- New Zealand
- Norway
- Peru
- Poland
- Russia
- Scotland
- Serbia
- Singapore
- Slovak Republic
- Slovenia
- South Korea
- Spain
- Sweden
- Switzerland
- Ukraine
- United Kingdom
- United States
- Uruguay
- Vietnam
- Arbitral Tribunals
- Main Text
- Introduction
- Preamble
- Part I Sphere of Application and General Provisions
- Ch.I Sphere of Application
- Introduction to Articles 1–6 CISG: General questions regarding the sphere of application
- Preliminary Material
- I History
- II General
- III The CISG in State courts
- IV The CISG in arbitration
- V The application of the CISG
- VI Restricting the sphere of application by reservations
- 1 Principle
- 2 Individual reservations
- (a) Non-application of Part II or Part III (Article 92).
- (b) Non-application to individual territorial units (Article 93).
- (c) Non-application between States with the same or related legal systems (Article 94).
- (d) Non-application of Article 1(1)(b) (Article 95).
- (e) Non-application of freedom of form rules (Article 96).
- Art.1 CISG: Sphere of application
- Preliminary Material
- I Overview
- II History
- III General remarks on Article 1
- IV General requirements of Article 1(1)
- V Specific requirements of Article 1(1)(a): Contracting States
- VI Specific requirements of Article 1(1)(b): Conflict of laws rules lead to the law of a Contracting State
- VII Article 1(2): CISG applies only if the internationality of the contract is apparent
- VIII Article 1(3): Nationality of the parties or civil or commercial character of the parties or of the contract is irrelevant
- CISG and Data Trading
- Art.2 CISG: Sales excluded from Convention’s scope
- Preliminary Material
- I Overview
- II History
- III General
- IV Article 2 in detail
- Art.3 CISG: Contracts for goods to be manufactured or for services
- Art.4 CISG: Substantive scope of convention
- Preliminary Material
- I History
- II General
- III Matters within the Convention (Article 4, sentence 1)
- IV Matters not governed by the Convention (Article 4, sentence 2)
- 1 General
- 2 Issues of validity (Article 4, sentence 2(a))
- 3 Exclusion of property issues (Article 4, sentence 2(b))
- 4 Other matters not covered by the Convention
- Art.5 CISG: Liability for death or personal injury
- Art.6 CISG: Exclusion or derogation by the parties (party autonomy)
- Introduction to Articles 1–6 CISG: General questions regarding the sphere of application
- Ch.II General Provisions
- Art.7 CISG: Interpretation of Convention and gap-filling
- Preliminary Material
- I History
- II General
- III Interpretation of the Convention (Article 7(1))
- IV Gap-filling (Article 7(2))
- Art.8 CISG: Interpretation of parties’ statements or conduct
- Preliminary Material
- I Overview
- II Subject matter
- III Central ideas of interpretation and supplementation
- IV Interpretation according to the intent of a party (Article 8(1))
- V Interpretation according to a reasonable understanding (Article 8(2))
- VI Determination of contract content
- VII Individual questions of interpretation
- 1 Alignment with the subject of the contract
- 2 Interpretation of the contract as a whole
- 3 Good faith is not a guiding principle for interpretation
- 4 Consideration of negotiations and circumstances of contract formation
- 5 Silence and duty to inquire
- 6 Foreseeability and recognition as circumstances
- 7 Usual meaning
- 8 Language risks
- 9 Practices between the parties
- 10 Usages
- 11 Contra proferentem
- 12 Favor negotii and interpretation favouring effect
- 13 Subsequent conduct of the parties
- 14 Favor debitoris?
- VIII Treatment of standard terms and conditions
- IX Procedural considerations
- Art.9 CISG: Usages and practices
- Art.10 CISG: Place of business
- Art.11 CISG: Freedom of form
- Preliminary Material
- I Overview
- II History and systematical setting
- III General: functions and principle of freedom from requirements as to form
- IV Sphere of application
- V Superseded rules
- VI Agreed requirements as to form
- Art.12 CISG: Effects of Article 96 reservation
- Art.13 CISG: Definition of ‘writing’
- Art.7 CISG: Interpretation of Convention and gap-filling
- Ch.I Sphere of Application
- Part II Formation of the Contract
- Introduction to Articles 14–24 CISG: General questions regarding the formation of the contract
- Preliminary Material
- I Introduction and overview
- II Sphere of application of Part II
- 19
- 1 Types of contracts governed by Part II
- (a) Contracts in accordance with Articles 1 and 3.
- (b) Repurchase agreements; contract modifications.
- (c) Agreements to agree, purchase options, preliminary agreements, etc.
- (d) Framework contracts, distribution agreements, etc.
- (e) Contractual extension to non-CISG agreements (‘opt-in’).
- (f) Agreements not governed by Part II.
- 2 Reservation under Article 92
- III Scope: Objective agreement and validity
- 30
- 31
- 1 Questions not governed by Part II
- 2 Control of contractual clauses, in particular standard terms
- 3 Dissent
- 4 Rights of withdrawal for consumers
- 5 Incorporation of dispute resolution clauses
- 51
- (a) Objective agreement.
- 52
- (aa) Applicability of Articles 14–24 ratione materiae.
- (cc) Compatibility with separability presumption.
- (dd) Applicability issues not governed by Articles 14–24.
- (ee) Consequences of a (missing) incorporation of dispute resolution clauses.
- (ff) Exclusion of the CISG’s application to dispute resolution agreements by the parties (Article 6).
- (b) Formal validity.
- (c) CISG and conflicting provisions (Brussels I Regulation, New York Convention, and others).
- (d) Comment on the application of CISG provisions to dispute resolution agreements.
- 6 Agreements about ‘opting into’ or ‘opting out of’ the CISG
- IV Scope: Other forms of concluding the contract
- 80
- 81
- 1 General position of the CISG
- 2 Conclusion of contract by failure to respond to a commercial letter of confirmation
- 3 Agreements without clear offer and acceptance
- 4 Contract conclusion in electronic commerce
- 5 Internet auctions
- 6 Commodity exchanges
- 7 Calls for tender
- V Conclusion of multi-party contracts
- VI Negotiations and pre-contractual duties
- VII Conclusion of the contract and its content
- VIII Influence of Part II beyond the scope of the CISG
- Art.14 CISG: Offer (including incorporation of standard terms)
- Preliminary Material
- I Introduction and overview
- 1 Function and purpose of Article 14
- 2 Drafting history
- 3 Relevance of Article 14 and main points under discussion
- II Minimum content determined or determinable, Article 14(1)
- 39
- 1 Name and wording of offeror’s declaration
- 2 Minimum content, Article 14(1), sentence 2
- 3 Determination or determinability
- 4 Missing minimum content
- 5 Burden of proof
- III Legal effect of an indefinite price (open price term)
- IV Offeror’s intention to be bound, Article 14(1) sentence 1
- V Offers to the public, Article 14(2)
- VI Conditions precedent and conditions subsequent
- VII Incorporation of standard terms of business by reference
- 1 Nature of the problem
- 2 Applicable provisions
- 3 Standard terms as part of the offer
- 4 Making the standard terms’ text available to the offeree
- 151
- (a) Sending the standard terms’ text.
- (b) Making the standard terms’ text otherwise available.
- (c) Layout and format of standard terms’ text.
- (d) Modifications to standard terms’ text.
- 5 Time of offeree’s awareness
- 6 Languages and standard terms’ text
- 7 Applicability of standard terms to contract at hand
- 8 Incorporation of standard terms into offer according to Articles 8(3), 9
- 9 Acceptance of the offer
- 10 Burden of proof
- Art.15 CISG: Effectiveness and withdrawability of offer
- Art.16 CISG: Revocability of offer
- Preliminary Material
- I Introduction and overview
- II Scope of application
- III Revocability of offers (Article 16(1))
- IV Exception: Binding nature of an offer (Article 16(2))
- V Consequences of revocability or of revocation being barred; remedies under domestic law
- Art.17 CISG: Termination of offer by rejection
- Art.18 CISG: Acceptance and its effectiveness
- Preliminary Material
- I Introduction and overview
- II Acceptance, Article 18(1)
- 1 General
- 2 Acceptance by declaration, Article 18(1), sentence 1
- 3 Acceptance by conduct, Article 18(1), sentence 1
- 4 Silence or inactivity, Article 18(1), sentence 2
- 5 Cross-offer as acceptance
- III Effectiveness of an acceptance, Article 18(2), (3)
- 52
- 1 When acceptance becomes effective: significance
- 2 Effectiveness of acceptances which must reach the offeror, Article 18(2)
- 55
- 56
- (a) Principle that acceptance must reach the offeror, Article 18(2), sentence 1.
- (b) Timeliness of acceptances where a period for acceptance has been fixed, Article 18(2), sentence 2.
- (c) Timeliness of acceptances within a reasonable time, Article 18(2), sentence 2 in fine.
- (d) Timeliness of acceptance of an oral offer, Article 18(2), sentence 3.
- 3 Timeliness of acceptances which do not have to reach the offeror, Article 18(3)
- 4 Consequences of an acceptance’s ineffectiveness
- Art.19 CISG: Acceptance modifying the offer (including ‘battle of forms’)
- Preliminary Material
- I Introduction and overview
- II Reply that differs from the offer
- III Materially different terms, Article 19(1), (3)
- 29
- 1 Materiality of a difference
- 30
- (a) Catalogue in Article 19(3).
- (b) Rebutting the presumption of Article 19(3)
- (c) Materially different terms not addressed by Article 19(3).
- 2 Legal consequence of a material alteration
- IV Immaterially different terms, Article 19(2)
- V Conflicting standard terms (‘battle of the forms’)
- 1 ‘Battle of the forms’ in international trade
- 2 Proposed solutions
- 3 Preferable solution
- Art.20 CISG: Calculation of time for acceptance; official holidays
- Art.21 CISG: Late acceptance
- Preliminary Material
- I Introduction and overview
- II Effectiveness of late acceptance when offeror approves, Article 21(1)
- 1 Late acceptance
- 2 Conclusion of a contract despite late acceptance
- 3 Party agreement derogating from Article 21
- 4 Effect of late acceptance that is not approved
- III Effectiveness of acceptance delayed in transmission when offeror does not protest, Article 21(2)
- IV Specific issues
- Art.22 CISG: Withdrawal of acceptance
- Art.23 CISG: Time of contract conclusion
- Art.24 CISG: Definition of ‘reaches’
- Preliminary Material
- I Introduction and overview
- II Declarations to which Article 24 applies
- III When an oral declaration ‘reaches’ the addressee
- IV When declarations delivered by ‘other means’ ‘reach’ the addressee
- 1 Address to which the declaration is to be sent
- 2 Admissible means of communication
- 3 Delivery
- 4 Specific means of communication
- (a) Letter
- (b) Telegram.
- (c) Fax, telex.
- (d) E-mail
- (e) Websites on the internet.
- (f) Electronic Data Interchange (EDI).
- (g) Short Message Service (SMS), WhatsApp, etc.
- 5 Party autonomy
- 6 Communications delivered outside business hours
- 7 Unintelligible declarations
- V Addressee’s actual knowledge of declaration as ‘reaching’
- VI Foreign languages
- VII Abuse of rights: Addressee preventing receipt
- VIII Burden of proof
- Introduction to Articles 14–24 CISG: General questions regarding the formation of the contract
- Part III Sale of Goods
- Ch.I General Provisions
- Art.25 CISG: Fundamental breach of contract
- Preliminary Material
- I Introduction and overview
- 1 Function and purpose of Article 25
- 1
- 2
- 3
- 4
- (a) Fundamental breach as prerequisite for particularly disruptive and wasteful remedies.
- (b) Party interests to be balanced.
- (c) Article 25’s goals in balancing the conflicting interests.
- (d) Default rule of Article 25: Essentials.
- (e) Decisive criterion under Article 25: Substantial deprivation of the non-breaching party’s contractual expectation.
- 2 Drafting history
- 3 Relevance of Article 25 and main problems in its application
- 1 Function and purpose of Article 25
- II General
- III Preconditions of a fundamental breach of contract
- 54
- 55
- 1 Breach of an obligation, committed by the obligor
- 2 Substantial deprivation of the non-breaching party’s contractual expectations
- 72
- (a) Detriment of the non-breaching party.
- (b) Disappointed contractual expectation of the non-breaching party.
- 83
- (aa) General.
- (bb) Definition of contractual expectation by the parties
- (cc) Identification of non-breaching party’s expectations where interpretation of the contract is inconclusive
- (aaa) General.
- (bbb) Parties’ interest to receive timely performance.
- (ccc) Buyer’s interest to receive conforming goods v seller’s interest to cure.
- (ddd) Buyer’s interest to receive goods that are fit for their purpose.
- (eee) Relevance of post-contract formation circumstances.
- (fff) Costs and effort of making restitution of the goods.
- (ggg) Long-term contracts.
- (c) ‘Substantial’ deprivation threshold.
- (d) Relevant point in time.
- 3 Defining ‘fundamental breach’ in standard business terms
- 4 Foreseeability and/or breaching party’s knowledge of the detriment as a factor in contract interpretation
- 5 Time of foreseeability or knowledge
- 6 Burden of proof
- IV Specific cases (1): Breach of the seller’s obligations
- 151
- 152
- 1 Non-delivery of goods
- 2 Late delivery of goods
- 3 Failure to deliver in full
- 4 Delivery of non-conforming goods
- (a) General.
- (b) Contractual definition of fundamentality threshold by the parties.
- 175
- (aa) Specification of fundamentally important features of the goods in contract’s wording.
- (bb) Contractual negotiations as relevant circumstance, Article 8(3).
- (cc) Subsequent conduct of the parties as relevant circumstance, Article 8(3).
- (dd) Addition of specifications through contract modification, Article 29(1).
- (ee) Contractual specifications not resulting in fundamentality of breach.
- (c) Fitness of goods for their contractual purpose.
- (d) Goods’ conformity with samples or models held out to the buyer.
- (e) Curable non-conformities: Impact of seller’s right to cure
- (f) Non-fundamental breach where the buyer can still reasonably make use of non-conforming goods
- (g) Further cases of fundamental breach.
- (h) Further cases of non-fundamental breach.
- 5 Delivery of goods that are subject to a third party’s rights or claims
- 6 Non-conformity or late tender of documents
- 7 Breach of other obligations of the seller
- V Specific cases (2): Breach of the buyer’s obligations
- VI Specific cases (3): Breach of other (not party-specific) obligations
- Art.26 CISG: Notice of avoidance
- Art.27 CISG: Dispatch principle
- Preliminary Material
- I Introduction and overview
- II Sphere of application
- 1 Communications covered by Article 27
- (a) Communications under Part III of the Convention.
- (b) Certain communications under Part II of the Convention.
- (c) Communications under Part III of the Convention not covered by Article 27.
- (d) Additional communications agreed upon by the parties.
- (e) Communications pursuant to information duties.
- (f) Communications not governed by the CISG.
- 2 Oral and equivalent declarations
- 3 Contrary agreement, practices, or usage
- 1 Communications covered by Article 27
- III Prerequisites for declaring party’s exemption from transmission risks
- IV Legal consequences
- Art.28 CISG: Judgment for specific performance
- Preliminary Material
- I General
- II Preconditions for application of Article 28
- III Legal consequence: rejection of the action for performance
- IV Not excludable by mutual consent
- Art.29 CISG: Modification of contract; ‘no oral modifications’ clauses
- Preliminary Material
- I Introduction and overview
- II Modification or termination of contracts by agreement, Article 29(1)
- 9
- 1 Applicable provisions
- 2 Modification or termination
- 20
- (a) Modifications and additions.
- 21
- (aa) Contract terms to be modified.
- 22
- (aaa) Price; payment.
- (bbb) Goods; features of the goods.
- (ccc) Quantity of goods and price (contract as a whole).
- (ddd) Delivery of goods.
- (eee) Other contract terms.
- (fff) Modification by settlement or by acknowledgement of debt.
- (ggg) Addition of terms also covered.
- (hhh) Modification or addition of non-sales terms.
- (bb) Modifications in immediate aftermath of contract conclusion
- (cc) Other modifications.
- (b) Modifications involving third parties.
- (c) Termination.
- III Agreements as to form (NOM clauses), Article 29(2), sentence 1
- IV Preclusion from invoking a NOM clause, Article 29(2), sentence 2
- V Burden of proof
- Art.25 CISG: Fundamental breach of contract
- Ch.II Obligations of the Seller
- Art.30 CISG: General obligations of the seller
- s.I Delivery of the Goods and Handing Over of Documents
- Art.31 CISG: Place of delivery
- Preliminary Material
- I Subject matter and function
- II Article 31(a): Delivery by handing the goods over to the carrier
- III Article 31(b) and (c): Delivery by placing the goods at the buyer’s disposal
- IV Agreement to deliver at ‘any other particular place’
- V Costs and licences
- VI Jurisdiction of the courts for the place of performance
- Art.32 CISG: Seller’s obligations in respect of carriage of goods
- Preliminary Material
- I Subject matter and function
- II Duty to give notice of consignment (Article 32(1))
- III Duty to conclude the contract of carriage (Article 32(2))
- IV Duty to provide information for the purpose of effecting insurance (Article 32(3))
- Art.33 CISG: Time of delivery
- Art.34 CISG: Handing over of documents by seller
- Incoterms and the CISG
- Preliminary Material
- I Incoterms and their use in CISG contracts
- 1 Commercial importance of Incoterms
- 2 Legal nature of Incoterms as standardized contract terms
- 3 Incorporation of Incoterms into a CISG contract
- 4 Issues covered by Incoterms
- 14
- 15
- 16
- 17
- 18
- 19
- 20
- 21
- 22
- (a) Articles A1/B1: General obligations.
- (b) Articles A2/B2: Delivery/taking delivery.
- (c) Articles A3/B3: Transfer of risks.
- (d) Articles A4/B4: Carriage.
- (e) Articles A5/B5: Insurance.
- (f) Articles A6/B6: Delivery/transport documents.
- (g) Articles A7/B7: Export/import clearance.
- (h) Articles A8/B8: Checking/packaging/marking.
- (i) Articles A9/B9: Allocation of costs.
- (j) Articles A10/B10: Notices.
- 5 Issues not covered by Incoterms
- II Ex Works (EXW)
- III F type Incoterms (FCA and the maritime terms FAS and FOB)
- IV C type Incoterms (CPT, CIP, and the maritime terms CFR and CIF)
- V D type Incoterms (DAT, DAP, DDP)
- Art.31 CISG: Place of delivery
- s.II Conformity of the Goods and Third Party Claims
- Art.35 CISG: Conformity of goods
- Preliminary Material
- I History
- II General
- III Requirements for conformity
- IV Exclusion of liability
- V Remedies
- VI Questions of proof
- Art.36 CISG: Relevant time for conformity of goods
- Art.37 CISG: Seller’s right to cure prior to date for delivery
- Art.38 CISG: Buyer’s examination of the goods
- Art.39 CISG: Buyer’s notice of non-conformity
- Art.40 CISG: Seller’s awareness of non-conformity
- Art.41 CISG: Third party claims in general
- Preliminary Material
- I History
- II Transfer of title and acquisition in good faith or free from encumbrances
- III Requirements for liability for defects in title
- IV Exclusion of liability for defects in title
- V Remedies
- VI Burden of proof
- Art.42 CISG: Third party claims based on intellectual property
- Preliminary Material
- I History
- II Existence of industrial or intellectual property rights
- III Requirements for liability
- IV Exclusion of liability
- V Remedies
- VI Burden of proof
- Art.43 CISG: Buyer’s notice of third party claims
- Art.44 CISG: Buyer’s excuse for not giving notice
- Preliminary Material
- I Subject matter and purpose of the rule
- II Reasonable excuse
- III Consequences
- IV Burden of proof
- Art.35 CISG: Conformity of goods
- s.III Remedies for Breach of Contract by the Seller
- Art.45 CISG: Buyer’s remedies for seller’s breach of contract
- Preliminary Material
- I Subject matter and function of Article 45
- II Seller’s failure to perform an obligation (Article 45(1))
- III Remedies under Articles 46–52 (Article 45(1)(a))
- IV Damages (Article 45(1)(b) and (2))
- V No period of grace allowed (Article 45(3))
- VI Concurrent domestic remedies
- VII Limitation
- VIII Jurisdiction of the place of performance
- IX Exclusion of liability
- Art.46 CISG: Buyer’s right to require performance, delivery of substitute goods or repair
- Preliminary Material
- I Subject matter and principle of Article 46
- II The general right to require performance (Article 46(1))
- III The right to require delivery of substitute goods (Article 46(2))
- 1 Sphere of application
- 2 Concept of delivery of substitute goods
- 3 Lack of conformity of the goods sold
- 4 Fundamental breach of contract
- 5 Time limit for assertion of the claim to delivery of substitute goods and place for such delivery
- 6 Return of non-conforming goods
- 7 Seller’s choice between delivery of substitute goods and repair
- 8 Legal consequences
- IV The right to require repair (Article 46(3))
- V Derogatory agreements
- Art.47 CISG: Buyer’s notice fixing additional time for performance
- Preliminary Material
- I Nature and functions of an additional period of time
- II Fixing an additional period of time (Article 47(1))
- III Binding effect on the buyer (Article 47(2))
- Art.48 CISG: Seller’s right to cure after date for delivery
- Preliminary Material
- I Subject matter and principle of Article 48
- II Right to remedy a failure to perform (Article 48(1), sentence 1)
- III Right to remedy a failure to perform following buyer’s failure to respond to the seller’s request (Article 48(2) to (4))
- 1 Request that the buyer make known his willingness to accept performance by the time indicated (Article 48(2))
- 2 Notice of willingness to perform within a specified period of time without a request that the buyer make known his position (Article 48(3))
- 3 Notice must reach the buyer (Article 48(4))
- 4 Seller’s declaration crossing with that of buyer
- IV Derogatory agreements
- Art.49 CISG: Buyer’s right to avoid contract
- Preliminary Material
- I Subject matter and underlying principle of Article 49
- II Preconditions of the right to avoid the contract (1): Fundamental breach of contract (Article 49(1)(a))
- III Preconditions of the right to avoid the contract (2): Additional period of time fixed for delivery (Article 49(1)(b))
- IV Declaration of avoidance of the contract
- V Period within which a declaration must be made (1): Late delivery (Article 49(2)(a))
- VI Period within which a declaration must be made (2): Other breaches of contract (Article 49(2)(b))
- 1 Principle
- 2 Declaration within a reasonable time
- 3 Beginning of the period
- (a) Buyer knew or ought to have known (Article 49(2)(b)(i)).
- (b) Expiration of an additional period fixed by the buyer and seller’s refusal to perform (Article 49(2)(b)(ii))
- (c) Expiration of the period within which a declaration must be made under Article 48(2) and rejection of performance (Article 49(2)(b)(iii)).
- VII Legal consequences
- VIII Deviating agreements
- Art.50 CISG: Buyer’s right to reduce price
- Art.51 CISG: Buyer’s remedies in case of partial non-performance
- Art.52 CISG: Early or excess delivery
- Art.45 CISG: Buyer’s remedies for seller’s breach of contract
- Ch.III Obligations of the Buyer
- Art.53 CISG: General obligations of the buyer
- Preliminary Material
- I Subject matter
- II The buyer’s obligation to pay the purchase price
- 1 Determination of the purchase price
- 2 Currency
- 3 Means of payment
- 4 Place of payment
- 5 Time of payment
- 6 Interest on the due purchase price
- 7 Costs of payment
- 8 Partial payments
- 9 Imputation of payments
- 10 Action for the purchase price
- 11 Foreign exchange control
- 12 Limitation periods
- 13 Application to countertrade
- 14 Assignment and assignability
- 15 Third party payment
- 16 The buyer’s obligation to provide security
- III The buyer’s obligation to take delivery of the goods
- IV Other obligations of the buyer
- V The seller’s remedies in case of breach of contract by the buyer
- VI Burden of proof
- s.I Payment of the Price
- Art.54 CISG: Buyer’s obligation to comply with governmental and banking procedures
- Art.55 CISG: Price determination in case of open price contracts
- Preliminary Material
- I Subject matter
- II Open price contracts
- 1 Contract formation—purchase price neither determined nor determinable
- 4
- (a) Parties intended to conclude an open price contract.
- (b) Parties (partly) performed the contract despite the open price.
- (c) Parties concluded a contract by means other than by offer and acceptance.
- (d) Failure of (one of) the parties or a third party to determine the price.
- (e) CISG part II reservation.
- (f) Article 55 as a means of interpretation of implicit price terms.
- 2 Validity
- 3 Exclusion of rights under domestic law to unilaterally determine the price
- 1 Contract formation—purchase price neither determined nor determinable
- III Price determination
- IV Burden of proof
- Art.56 CISG: Price fixed by weight
- Art.57 CISG: Place of payment
- Preliminary Material
- I Subject matter
- II Contractual place of payment
- III Payment against goods or documents at the place of exchange, Article 57(1)(b)
- 1 Sphere of application—concurrent performance by the parties
- 2 Payment against goods or documents, Article 58(1)
- 3 Contract involving carriage of goods or goods in transit if seller dispatches the goods on terms pursuant to which the goods or documents will only be handed over against payment, Article 58(2)
- 4 Contract involving goods stored in a third party warehouse
- IV Payment at the seller’s place of business, Article 57(1)(a)
- 1 Sphere of application—advance performance by one of the parties
- 2 Open account payment
- 3 Contract involving carriage of goods or goods in transit or goods in a third party warehouse if seller does not dispatch the goods on terms pursuant to which the goods or documents will only be handed over against payment
- 4 Change of seller’s place of business, Article 57(2)
- V Discharge of payment obligation—risk of loss and delay of payment
- VI Assignment of the claim for the purchase price—effects on the place of payment
- VII International jurisdiction at the place of payment
- VIII Place of payment of sums other than the purchase price
- IX Burden of proof
- Art.58 CISG: Time of payment; principle of payment against goods or documents
- Preliminary Material
- I Subject matter
- II Contractual time of payment (due date)
- III Simultaneous payment against goods or documents, Article 58(1)
- 7
- 1 Delivery by placing the goods at the buyer’s disposal at the seller’s place of business or the place of storage or production
- 2 Delivery by placing the goods at the buyer’s disposal at his place of business or any other agreed place
- 3 Contract involving carriage of goods
- 4 Goods in transit
- 5 Contract involving goods stored in a third party warehouse
- 6 Payment against documents
- IV Contract involving carriage of goods under the seller’s reservation that the goods or documents are only to be handed over against payment, Article 58(2)
- V Legal consequences resulting from the time of payment
- VI Rights of retention
- VII The buyer’s right to examine the goods before payment, Article 58(3)
- VIII Burden of proof
- Art.59 CISG: Payment due without request from seller
- s.II Taking Delivery
- s.III Remedies for Breach of Contract by the Buyer
- Art.61 CISG: Seller’s remedies for buyer’s breach of contract
- Preliminary Material
- I Subject matter
- II The buyer’s failure to perform any of his obligations
- III The seller’s remedies
- IV Damages and concurrent remedies, Article 61(2)
- V Exemption from liability, Articles 79, 80
- VI Contractual exclusion of liability
- VII No period of grace, Article 61(3)
- VIII The buyer’s right to set-off
- IX No concurrent remedies under domestic law
- X Limitation periods
- Art.62 CISG: Seller’s right to require performance
- Art.63 CISG: Seller’s notice fixing additional time for performance
- Art.64 CISG: Seller’s right to avoid contract
- Preliminary Material
- I Subject matter
- II Prerequisites for contract avoidance by the seller, Article 64(1)
- III Time limits on the seller’s right to avoid the contract if the buyer has paid the price, Article 64(2)
- IV Declaration of contract avoidance, Article 26
- V Effects of contract avoidance
- VI Burden of proof
- Art.65 CISG: Seller’s right to specify features of goods
- Preliminary Material
- I Subject matter
- II Prerequisites for the seller’s specification
- III Specification by the seller
- IV Possible restrictions on the seller’s specification
- V The seller’s other remedies
- VI Other possible applications of the general principle behind Article 65
- VII Burden of proof
- Art.61 CISG: Seller’s remedies for buyer’s breach of contract
- Art.53 CISG: General obligations of the buyer
- Ch.IV Passing of Risk
- Introduction to Articles 66–70 CISG: General questions regarding the passing of risk
- Art.66 CISG: Loss after risk has passed
- Art.67 CISG: Passing of risk when sale involves carriage
- Art.68 CISG: Passing of risk when goods are sold in transit
- Ch.I General Provisions