User Account
- Personal Profile: Sign in
- or Create
- See all online law products
Subscriber sign in
- Preliminary Material
- Main Text
- Part I International Sales Governed by English Law
- Preliminary Material
- 1 Introduction to International Sales
- Preliminary Material
- A Subject Matter
- B Organizations and Entities
- C Choice of Law
- Sources
- Universal rules
- Arbitration
- Interpretation
- Party autonomy
- Split choice
- Floating applicable law
- Stateless applicable law
- Mandatory (non-derogable) rules
- Overriding mandatory provisions
- Public policy
- Presumptive applicable law
- Characteristic performance
- Displacing characteristic performance
- Scope of the applicable law
- Illegality
- The CISG
- Contractual foreign elements
- D Speculation, Hedging, and String Trading
- Market liquidity
- Forward delivery
- Wagers
- Need to plan ahead
- Sales strings
- Closing out
- Futures contracts
- Financial services legislation
- Exceptions
- CR Sugar Trading
- The Financial Services and Markets Act 2000
- Oil trade
- Standard oil contracts
- Daisy chains
- Converting to physical delivery
- Availability for nominations
- Seller’s option?
- Balancing commitments
- Example
- Hedging
- Standard products
- Physical production
- 2 The Performance Obligations of Seller and Buyer in English Law
- Preliminary Material
- Sale of Goods Act 1979
- Contract law
- A Interpretation of the Contract
- A matter of law
- Harmonious interpretation
- Eiusdem generis
- Avoiding absurd results
- Upholding the validity of the contract
- Typed and standard clauses
- Ambiguity and extrinsic evidence
- Factual matrix
- Rectification
- Obvious mistakes
- Rectification and evidence
- The meaning of documents
- Criticism of modern developments
- Interpretation and implied terms
- Reasonable interpretation and implied terms
- Time of interpretation
- Estoppel by convention
- B Implied Terms of Quality, Fitness, and Description in International Commodity Sales
- Description
- Fitness for purpose
- Satisfactory quality
- Contractual terms and termination
- Inspection
- Exclusion clauses in international sales
- C Quantity: Entire and Severable Contracts
- D Privity of Contract
- 3 FOB Contracts
- Preliminary Material
- Introduction
- A Nature of FOB Contracts
- B Readiness to Load
- C Port of Shipment
- D Shipment
- E Documentary Tender
- 4 CIF Contracts
- Preliminary Material
- A The Nature of a CIF Transaction
- B Notice of Appropriation/Declaration of Shipment
- C Timely Performance
- D Bills of Lading
- Types of bill of lading
- Letters of indemnity
- Bills of lading and timely shipment
- Contents of bill of lading
- Bills of lading and other documents
- Correcting defects in the bill of lading
- Bill of lading and contract of carriage
- The contract of carriage
- Seller’s reasonable assumptions
- Diverted ships
- Deviation and conforming carriage contracts
- Conforming contracts and usual routes
- Bills of lading and conforming carriage contracts
- Modifying bill of lading
- Carriage of Goods by Sea Act 1992
- Damages for documentary breach
- Rejecting the goods
- Identity of carrier
- E Continuous Documentary Coverage
- F Bill of Lading Supplemented by Charter Party
- G Delivery Orders and Bulk Shipments
- H Insurance Documents
- I Lawful and Effective Documents
- J Other Documents
- K Documentary Tender and Exchange
- L Arrival of the Ship
- Discharge at named port not integral to CIF contract
- CIF oil and discharge
- Details of the ship
- Demurrage
- Incorporating charter party terms
- Unloading the goods
- 5 Licences and Impossibility
- Preliminary Material
- A Introduction
- B Applying for Export and Import Licences
- C Guaranteed Procurement or Due Diligence to Procure?
- D Initial Impossibility (Mistake)
- E Subsequent Impossibility (Frustration)
- General
- Frustration and governmental intervention
- Licences, due diligence, and express clauses
- Licences, strict duties, and express clauses
- CIF contracts and import controls
- The Mississippi disaster: a cautionary tale
- Prohibition of export
- Illegality by the law of the place of performance
- The Rome Convention and Rome I Regulation
- 6 Payment
- Preliminary Material
- A Introduction
- B Negotiable Instruments
- C Bank Collections and Letters of Credit
- Bank collections
- Letters of credit: introduction
- Opening the letter of credit
- Timely opening of credit by buyer
- No stated date: CIF contracts
- No stated date: FOB contracts
- Waiving delay in opening a letter of credit
- Presentation and documentary compliance
- Date of presentation
- Strictness of documentary compliance
- UCP rules and strict compliance
- Description
- Documentary consistency
- Examples of non-compliance
- Further example
- Omissions
- Photocopies and reprographic documents I
- Photocopies and reprographic documents II
- Photocopies and reprographic documents III: UCP 600
- Curing deficiencies in the letter of credit
- Examination and rejection
- Payment
- Letter of credit and sale contract
- Autonomy, fraud, and related matters
- Introduction
- Defences to payment
- False statements
- Forged documents
- Documentary nullities
- The Montrod case
- The illegality exception
- The decision of the court in Mahonia
- The fraud exception to payment
- Legal basis of fraud exception
- Injunctions sought by applicant
- Bank resisting payment
- Beneficiary’s fraud and knowledge of fraud
- Fraud and the UN Convention
- Applicable law: general
- Pre-Rome Convention cases
- Applicable law of unconfirmed credit pre-Rome
- Connected contracts and infection
- 7 Passing of Property and Risk
- Preliminary Material
- A Passing of Property
- B Reserving the Right of Disposal
- C Transfer of Risk
- D Retrospective Appropriation of Lost Cargoes
- 8 Bills of Lading and Documents of Title
- Preliminary Material
- A The Buyer and the Carrier
- Privity of contract
- Problems with the Bills of Lading Act 1855
- Implied contracts
- Other devices
- The Carriage of Goods by Sea Act 1992: documents
- The Carriage of Goods by Sea Act 1992: the shipper
- The Carriage of Goods by Sea Act 1992: the carrier’s rights
- Carrier’s rights separated from liabilities
- Partial liability
- Liabilities of bills of lading holders
- Bearer bills and liabilities
- Liabilities and demanding delivery
- Liabilities and making a claim
- Implied term in bill of lading contract
- HagueVisby Rules
- Intermediate holder and divesting of liabilities
- Delivery demands and actual delivery
- Liabilities of original contracting party
- B Bill of Lading as Document of Title
- C Evidentiary Function of Bills of Lading
- D Bills of Lading: Other Matters
- E Other Shipping Documents
- F Non-Negotiable Documents and the Power to Transfer Title
- G Alternatives to the Paper Bill of Lading
- 9 Remedies: Termination and Damages
- Preliminary Material
- A Termination of the Contract
- B The Integrity of the Documentary Exchange
- C Damages
- D Excluding the Sale of Goods Act Rules
- E The Twin Rights of Rejection and the Seller’s Damages Liability
- Damages and termination
- Damages and the twin rejection rights
- Introduction
- Delivery orders
- Cause of buyer’s loss
- No documentary breach?
- Bills of lading
- Causing loss
- Reversing market decline
- Extending the Finlay principle
- Departure from orthodoxy
- Agreement reserving rights
- Buyers’ equivocal behaviour
- Mandatory rejection rules
- Rejecting later documents
- Defective documents
- No concealment of termination rights
- Concealment of documentary breach?
- Documentary breach
- Rejecting the documents
- Confining Finlay damages to fraud?
- Criticism
- Part II International Sales Governed by the UN Sale Convention 1980 (CISG)
- Preliminary Material
- 10 The UN Sale Convention (CISG): General Issues
- 11 Formation and Performance of the Contract
- Preliminary Material
- A Formation of the Contract
- B Interpretation and Contents of the Contract
- C Conformity of the Goods
- General
- Description
- Reliance and description
- Imposed quality obligations
- Reliance and strict liability
- Strictness of liability
- Fitness for all ordinary purposes
- Variable standard
- The role of the buyer: examination
- The role of the buyer: contributory negligence
- Misrepresentation
- Misrepresentation and the CISG
- Misrepresentation and validity
- Quality, fitness and risk
- Industrial and intellectual property claims
- Other third party claims
- Examination and notice
- Notice requirements
- Effect of non-compliance
- D Delivery and Payment
- 12 Remedies for Breach of Contract
- Preliminary Material
- A Remedies
- B Avoidance for Non-Performance
- Avoidance: general
- Strict performance and international sales
- Fundamental breach
- Commodities, documents and time
- Foresight
- Time of foresight
- Perfect tender?
- Buyer’s duty to take delivery
- Anticipatory non-performance and suspension
- Making time of the essence
- Effect of notice
- Timing of notice
- English law
- Instalment contracts
- C Anticipatory Breach and Suspension
- D Cure and Loss of Avoidance Rights
- Introduction
- Curing defective performance
- Cure before and after delivery date
- Type of cure
- Further complications in Article 48
- Cost of cure
- Lateness
- Cure and avoidance
- Quality of cure
- Notice of defect and cure
- Loss of the right of avoidance in English law
- Loss of the right of avoidance under the CISG
- Ability to make restitution
- Other bars on avoidance
- E Consequences of Avoidance
- F Direct Enforcement
- G Money Claims
- Price reduction
- Example: falling market
- Example: rising market
- Relationship to damages rule
- Damages rules
- Damages and probability of loss
- Full compensation
- Extensive liability
- Reliance and expectation
- The nature of a reliance claim
- Certainty and loss of a chance
- Penalties and liquidated damages
- Non-delivery and non-acceptance
- Current price
- Interest
- Interest on damages
- Mitigation
- Mitigation and requiring performance
- H Exemption from Liability
- Part I International Sales Governed by English Law
- Further Material
- Appendix 1 GAFTA Contract 100
- Appendix 2 GAFTA Contract 119
- Appendix 3 FOSFA Contract 24
- Appendix 4 FOSFA Contract 53
- Appendix 5 United Nations Convention on Contracts for the International Sale of Goods 1980
- Part I Sphere of application and general provisions
- Part II Formation of the contract
- Part III Sale of goods
- 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
- s.I Payment of the price
- s.II Taking delivery
- s.III Remedies for breach of contract by the buyer
- Ch.IV Passing of Risk
- Ch.V Provisions Common to The Obligations of The Seller and of The Buyer
- Section II
- Section III
- Section IV
- Section V
- Section VI
- Part IV
- Appendix 6 ICC Uniform Customs and Practice for Documentary Credits (UCP 600) (2007 Revision)
- Article 1
- Article 2
- Article 3
- Article 4
- Article 5
- Article 6
- Article 7
- Article 8
- Article 9
- Article 10
- Article 11
- Article 12
- Article 13
- Article 14
- Article 15
- Article 16
- Article 17
- Article 18
- Article 19
- Article 20
- Article 21
- Article 22
- Article 23
- Article 24
- Article 25
- Article 26
- Article 27
- Article 28
- Article 29
- Article 30
- Article 31
- Article 32
- Article 33
- Article 34
- Article 35
- Article 36
- Article 37
- Article 38
- Article 39
- Appendix 7 Free on Board
- Appendix 8 Cost Insurance and Freight
- Appendix 9 Sale of Goods Act 1979 (as amended)
- Sale of Goods Act 1979
- Part I
- Part II
- Part III
- Part IV
- Part V
- F60Part 5A
- Part VI
- Part VII
- Schedules
- Sch.1 Section 1Modification Of Act For Certain Contracts
- Preliminary
- Section 11: condition treated as warranty
- Section 12: implied terms about title etc.
- Section 13: sale by description
- Section 14: quality or fitness (i)
- Section 14: quality or fitness (ii)
- Section 15: sale by sample
- Section 22: market overt
- Section 25: buyer in possession
- Section 35: acceptance
- Section 55: exclusion of implied terms (ii)
- Section 56: conflict of laws
- Section 61(1): definition of “business” (i)
- Section 61(1): definition of “business” (ii)
- Law Reform (Frustrated Contracts) Act 1943 (6 & 7 Geo. 6 c. 40)
- Frustrated Contracts Act (Northern Ireland) 1947 (c. 2)
- Hire-Purchase Act 1964 (c. 53)
- Hire-Purchase Act 1965 (c. 66)
- Hire-Purchase (Scotland) Act 1965 (c. 67)
- Hire-Purchase Act (Northern Ireland) 1966 (c. 42)
- Uniform Laws on International Sales Act 1967 (c. 45)
- Supply of Goods (Implied Terms) Act 1973 (c. 13)
- Consumer Credit Act 1974 (c. 39)
- Unfair Contract Terms Act 1977 (c. 50)
- Sch.1 Section 1Modification Of Act For Certain Contracts
- Appendix 10 Carriage of Goods by Sea Act 1992
- Glossary
- Index
- [3.239.242.55]
- 3.239.242.55
