- Bills of lading — Documentary credits — Documents and costs and obligations of the seller — Conformity of goods — Handing over goods — Documents of title
A. General 30.01
B. Documents 30.03
I. General 30.04
II. Documents of Title and Transport Documents 30.07
III. Other Documents 30.14
IV. Time and Place of Handing Over 30.21
C. Licences 30.23
D. Transportation and Insurance 30.30
E. Other Costs 30.37
30.01 The respective characteristic obligations under a sales contract are in many instances necessarily accompanied by additional obligations to procure licences and documents, and to pay certain costs and expenses. For example, transportation may need to be arranged, an insurance policy may have to be obtained or the goods may need to be weighed or otherwise measured.
30.02 The allocation of these obligations and the corresponding costs is first upon the parties. In this particular instance, practices and/or usages will often exist.1 In most situations, the contract will address this issue in a trade term. Indeed, dealing with the modalities of the contract performance is the core purpose that trade terms fulfil.
30.03 The obligation of the seller to hand over documents to the buyer in the course of delivery has already been addressed in previous chapters.2 The manner in which failure to hand over the required documents or the handing over of non-conforming documents impacts the fate of the contract is discussed below in the context of avoidance of contract.3
30.04 Documents have a particularly important role in many facets of the performance of the sales contract. This is most obvious in those sales which are described as documentary sales. But also in other situations, parties may not be able to realize the necessary acts of performance without the required documents. A seller may not be able to avail itself of the purchase price under a letter of credit if it is unable to produce a certificate of origin. Similarly, a buyer may not be able (p. 352) to collect purchased goods if it is not in possession of the bill of lading. It is impossible to describe in detail all the documents that may be relevant to a particular sales contract, given the autonomy of the parties to set their own obligations in this regard.
30.05 Among the modalities of contract performance the payment of the purchase price by letter of credit or similar method is both particularly common and document intensive. This is evidenced by the development of standardized procedures for banks when handling documentary credits such as the Uniform Customs and Practice 600 (UCP 600). These standards establish specific requirements that particular documents must meet4 and examination duties on the side of the bank.5 The details of payment by documentary credit and other methods of payment involving documents are discussed elsewhere.6
30.06 It can be seen from these examples that documents can be classified into three broadly defined categories. The first are those documents which symbolize the goods. The second are those documents which merely entitle the holder to exercise control over the goods including the right to claim physical possession. The third category consists of any additional documents required by the contract or the applicable law but which do not affect title or possession in any way. Documents falling into all three categories might also be used by a seller as evidence of the conformity of the goods at the time of delivery.
II. Documents of Title and Transport Documents
30.07 The first two categories of documents mentioned in the previous paragraph encompass so-called documents of title and transport documents. Documents of title will frequently be transport documents, but transport documents will not always be documents of title. Such documents occupy a unique and particularly important role in the sale of goods. Without these documents, the buyer may not be able to exercise control over or obtain possession of the goods which necessarily affects the buyer’s interest in the transaction. On the other hand, such documents provide the seller with evidence that it has complied with its obligations, such as confirming delivery to a carrier at the right time and at the right place.
1. Purpose and Significance
30.08 Documents in the first two categories mentioned above primarily serve as means to perform the characteristic obligations under a sales contract. Those documents in the first category—documents of title—first permit the seller to comply with its delivery obligation as well as the obligation to transfer title7 by the mere handing over of these documents. This is of particular importance in string transactions involving numerous back-to-back sellers and buyers none of whom—except for the first seller and last buyer—ever acquire physical possession of the goods. Thus, as the factual handling of the goods is carried out by potentially numerous intermediaries, such as carriers or warehouse keepers, parties need other devices to fulfil their obligations.
30.09 The second category described above comprises documents entitling the holder to claim physical possession of the goods. This is of particular importance in legal systems where handing over of the goods is required to effect transfer of title.8 In these systems, the handing over of such documents replaces or fulfils the requirement of physical possession.9
(p. 353) 30.10 In some legal systems it can be important to distinguish between the two categories of documents as buyers may wish to use documents of title for purposes of security when raising funds.10 It would seem very unusual for lenders who require security to accept documents which merely entitle to possession.
2. Examples and Definitions
30.11 At its simplest, a document of title is one which when transferred concurrently transfers constructive possession of the goods, and possibly—if intended—property in those goods.11 However, the element that the document be transferrable appears not to be a necessary requirement in many legal systems. For example, a non-negotiable bill of lading, while not transferable, is nevertheless recognized as a document of title by, it would seem, all legal systems.12 In many legal systems statutory definitions can be found.13 In a number of civil law systems, the list of documents enumerated in the statutory definition is exhaustive.14 In common law jurisdictions specific documents were included in statutory definitions as they would otherwise not have been encompassed by the simple definition described above. This applies for example to a warehouse warrant or mate’s receipt.15 In these common law jurisdictions it is not always clear whether a statutory definition found in the context of a particular act can be applied across the jurisdiction as a whole.16
30.12 As part of the globalization of trade there have been several uniform efforts at regulating the rights and liabilities of buyers and sellers in connection with those who transport their goods.17 The most recent unification effort—the Rotterdam Rules18—had not yet entered into force in (p. 354) any jurisdiction at the time of writing. These rules go further than previous efforts insofar as they provide rules in relation to delivery. They are also unique in their specific references to electronic transport documents.19
30.13 Concerns have been raised however with regard to the style of document utilized by the Rotterdam Rules.20 The Convention does not refer to bills of lading; instead it uses a more generic and broader concept of ‘transport document’. Whereas it is normal for goods to be delivered against the surrender of a bill of lading, Article 47(2) Rotterdam Rules specifically provides for the possibility that goods may be delivered without the actual surrender of the transport document. The fact that the transport document can remain in circulation significantly weakens the position of the ultimate consignee. It seems very unlikely that an Article 47(2) document would be considered a ‘document controlling disposition’ for the purposes of Article 58 CISG. Article 58 CISG is based on the principle that goods and money should not be in the same hands.
30.15 Documents certifying the origin of the goods may become relevant in—broadly speaking—three types of situations. First, there may be trade restrictions on goods of a certain origin. For example, there may be an export or import ban on goods originating from specific countries or regions. In these situations, the certificate of origin may be important to not only show where the goods originated but also where they did not. Similarly, certain classes of goods may be subject to specific trade regulations prohibiting the trade of such goods. The most visible example is the trade in cultural goods. In this field, legal systems, conventions, or regulations may either indiscriminately prohibit the trade of cultural goods or apply such restrictions only to cultural goods originating from critical regions or even individual countries.21 More recently, goods containing genetic material obtained from indigenous flora and fauna, such as some pharmaceuticals and cosmetics, have attracted discussion in the context of certificates of origin.22 In all these situations, a certificate of origin typically serves two purposes. It has a functional purpose which permits the transaction and the transfer of goods to actually take place. Secondly, it may be used in an evidentiary way to demonstrate the legality of the transaction.
(p. 355) 30.16 In the second group of cases, buyers may be interested in obtaining a certificate of origin which allows them and their goods preferential treatment within a free trade zone. For example, the ASEAN–Australia–New Zealand Free Trade Agreement in Chapter 2, Article 1 commits each party to ‘progressively reduce and/or eliminate customs duties on originating goods of the other parties’. Chapter 3 then contains specific rules of origin and in Article 15 specifically requires that a certificate of origin appropriately issued accompany any claim that goods are eligible for preferential tariff treatment.
30.17 In the third group of situations certificates of origin may be important to the buyer because of the particular markets in which it trades. For example, a buyer who wishes to resell goods in fair trade markets will often need to provide its customers with proof that the goods were produced by recognized fair traders. Furthermore, the customers of the buyer may have placed specific requirements on the origin of the goods. For example, the on-selling buyer may be obliged to show that the wood sold was not sourced from the Amazon rain forest. Another vivid example for the importance of the origin of goods is the diamond trade where the buyer has an interest in knowing that those delivered are not ‘blood diamonds’. This issue—also in relation to ethical values in the production of goods—is further addressed in Chapter 31 on non-conformity of the goods.23
30.18 Frequently a buyer’s ability to resell the goods will depend on a manufacturer’s prior compliance with particular manufacturing standards and practices.24 The most prominent example is the so-called ‘good manufacturing practices’ commonly associated with the pharmaceutical, food, and cosmetic industries. Further examples include the automotive industry and children’s sleepwear. At both the domestic, international, and industry levels, laws and rules regarding appropriate standards for the manufacturing process may exist. Where they do, the goods must be accompanied with evidence, typically documents, confirming that standards have been met. Access to markets will be denied irrespective of the actual quality of the goods if this proof is not available. The impact of this development on the conformity of the goods and the general concept of conformity is dealt with below in Chapter 31.25
30.19 Particularly in the case of perishables such as foodstuffs, laws and regulations may exist with respect to the conditions and environment in which the goods must be constantly kept. For example, meat may have to be kept at or below a specific temperature at all times. It may be necessary for the buyer to require from the seller documents evidencing compliance with these types of regulations. In many instances independent third companies will be engaged to audit and verify such compliance.
30.20 Frequently, in the course of a sales transaction, reliance may be placed on third parties. The most obvious example is a carrier. Where this occurs, the seller or the buyer or even both will have an interest in obtaining documents certifying that the third party is properly equipped to perform those tasks placed upon it. Continuing with the carrier example, when a seller is under an obligation to arrange carriage by sea, it must do so on a vessel which is seaworthy. The seller is not responsible for making the vessel seaworthy itself but instead relies on the carrier to present a seaworthy vessel. The buyer’s insurance may also require evidence that the vessel is seaworthy. Thus, a certificate of seaworthiness procured by the carrier and presented to the seller or the buyer is a document which may be required under the contract.
30.21 The time and place of handing over the documents to the buyer is not necessarily connected to the handing over of the goods. They are, however, a logical corollary. In most cases, particularly where the parties have used a trade term such as CIF, the contract will be interpreted as specifying both the time and place of handing over. In all instances the handing over of documents serves the purpose of enabling both parties to carry out the modalities of performance. Thus, for example, the period in which the seller must hand over any documents required under the buyer’s letter of credit is to a large extent determined by the time during which that letter of credit remains open.26 Another example relates to the buyer’s ability to perform its obligation to take delivery of the goods. Where the buyer needs a specific document, such as a warehouse warrant to take over the goods, such document must be handed over to the buyer in such time as to allow the buyer’s timely performance.27
30.22 The place of handing over must always be determined by the context of the contract and the respective party’s obligations. For example, even where the buyer is responsible for collecting the goods from the seller’s place of business, it may be necessary for the buyer to receive documents in advance so that it is in a position to arrange necessary export and import licences. In such a circumstance the seller would probably be expected to hand over the documents at the buyer’s place of business which may be effected by simply sending them to the buyer. In another example a clear indication of the place where documents are to be handed over may be found by reference to the payment modality chosen in the contract.28 If the buyer is to arrange a documentary letter of credit the seller must hand over the documents to the bank from which it is to receive its money. This may be the advising or confirming bank where one is used or the issuing bank.29
30.23 The question of who bears responsibility for obtaining any necessary import or export licences is usually settled in the contract.30 However, where the parties are silent and no practices or usages can be determined, the matter falls to be determined by a default rule.
I. Contractual Terms
30.25 The general principle in the ICC INCOTERMS® is that the seller must procure an export licence and the buyer must procure an import licence.31 The two exceptions to this rule are where delivery takes place under an EXW or DDP term. Under the EXW term, the buyer bears the risk and the expense of both (p. 357) the export and import licences where these are necessary.32 The seller has a corresponding obligation to provide all necessary assistance in obtaining any required export licence.33 Under a DDP term the seller bears the risk and the expense of both the export and import licences.34 The buyer has a corresponding obligation to provide all necessary in obtaining any required import licence.35
30.26 The extent of the obligation to obtain a licence which is placed on a party is a matter of contract interpretation. It may be that due diligence or reasonable efforts to obtain a licence, although unsuccessful, are sufficient to satisfy the obligation. When interpreting the contract, however, particular regard should be had to the allocation of risk. Where a party bears the risk for obtaining a licence, it cannot escape liability in case of failure. In this sense the obligation to obtain a licence is an absolute one.
30.27 The notion that a party bears the risk for obtaining a licence may also have significant impact on its liability in contracts governed by the CISG. Under the Convention, exemption from liability is only possible where compliance with an obligation was prevented by an impediment beyond the control of the party bearing the obligation.36 Under the CISG it is disputed whether the denial of a licence by a state authority amounts to an impediment relieving the debtor from the obligation to pay damages.37 In any case, exemption will certainly be denied, where a party has specifically assumed the risk for the acquisition of a licence and its denial by a state.38
II. Default Rules
30.29 Where the parties fail to identify who has the obligation to obtain necessary licences the default rules must apply. Legal systems follow the general rule that the party which is best placed to obtain the necessary licence or licences is under the obligation to do so.39 Following this principle the results achieved under the default rules are, by and large, identical to those under the general rule followed by the ICC INCOTERMS®—that is, that the seller bears responsibility for the export licence and the buyer bears responsibility for the import licence. This approach is also followed at the international level by the CISG.40
30.30 It is almost inevitable that the performance of contracts of sale of goods will involve transporting those goods. There is clearly a risk that the goods may be lost or damaged during transportation. The issue is therefore who has to arrange and pay for transport and who is responsible for insuring the goods. Whilst it is commonplace for parties to agree on these issues in their contract, it is nevertheless sometimes left to be determined by the default rules.
30.32 Responsibility for arranging transportation and transportation cost is dealt with by the ICC INCOTERMS® in the second clause of each term. The ‘E’ term and the ‘F’ terms naturally place these responsibilities on the buyer. The ‘C’ and ‘D’ terms give transportation responsibilities to the seller. This approach is also reflected in many domestic trade terms.41
30.33 Insurance is treated differently and not necessarily concurrent with the obligation to arrange and pay for transport. It is only in the terms CIF and CIP that there is an obligation on the part of the seller to obtain and pay for insurance. Under all other terms neither party is under a positive duty to obtain insurance. However, it is naturally in the interest of the party who bears the risk of loss or damage during transportation to arrange for insurance. This means that under the ‘E’, ‘F’, and remaining ‘C’ terms the buyer is well advised to obtain insurance while under the ‘D’ terms this applies to the seller. Domestic terms adopt similar positions in relation to the insurance obligation.42 However, occasionally they make express provisions as to the value that must be insured.43
30.34 The first general observation that is to be made is that each party bears the burdens of its own performance. Thus, the seller must do all that is necessary to effect delivery.44 Conversely the buyer must do all that is necessary to take delivery and pay the purchase price.45 The natural extension of this rule in relation to transport is that the seller is not obliged to arrange transport post-delivery unless required to by the contract or when acquiescing to a post-contractual request of the buyer.46 It is also logical that the buyer, pursuant to the default rule, bears the cost of transportation post-delivery.47
30.35 Where the seller is obliged to arrange for post-delivery transportation—be it by contract, by practice, or by usage—the modalities of such transportation may not have been spelt out. Default rules require that the arranged transportation be reasonable. In this context two aspects must be considered. In the first instance, the transportation method must be appropriate given (p. 359) the particular circumstances, especially the nature of the goods.48 In the second instance, the carriage contract must be concluded on terms as are ‘usual’ or ‘ordinary’ for such carriage.49 Whilst in most instances what is ‘usual’ will also be reasonable, there may be extraordinary circumstances where unusual terms will be necessary for the carriage contract to be considered reasonable in the circumstances. For example, it may be usual for a carrier to disclaim any liability for loss or damage to the goods during transport. Since risk for the goods has already passed to the buyer at this point, it is the buyer and not the seller who would suffer any loss or damage to the goods while being transported. However, if it is possible for the seller to arrange a carriage contract under which the carrier assumes the risk of loss or damage during transportation at the same cost, then this would be the reasonable albeit unusual contract of carriage.50
30.36 As might be expected there do not appear to be any default rules which impose on a party who does not bear the risk of loss an obligation to insure the goods during transport.Naturally, the party who does bear the risk may choose to insure the goods thereby reducing or eliminating the risk it is carrying, but this is entirely a matter of its own discretion. Obligations do exist, however, upon sellers who have arranged transport to provide buyers who bear the risk of loss with the details necessary for insurance to be obtained. In a number of legal systems this is specifically stated.51 In other legal systems such duty arises as an ancillary duty.52 At the international level, both the CISG and the OHADA AUDCG as well as the DCFR also expressly require the seller to provide the buyer with all available information necessary to effect insurance of the goods.53
30.37 Apart from costs associated with producing and obtaining documents, producing licences, transportation, and insurance, the parties of a sales contract may face other costs. As is the case with all other modalities, they will be frequently allocated in the contract, typically by use of a trade term. In this regard the ICC INCOTERMS®54 correspond to the general default rule found both at the domestic and international level, that ‘Each party shall bear the costs of performance of its obligations.’55 On the part of the seller, all of these costs will typically have been included in the internal calculation of the purchase price.
(p. 360) 30.38 An example for costs arising in the course of performance of a sales contract which is frequently explicitly addressed by legal systems are those caused by weighing, measuring, and packaging of the goods.56 By default the seller typically bears such costs. However, the default rule is based on the assumption that the acts of weighing, measuring, and packaging necessarily take place prior to delivery. This is evidenced by provisions which characterize these as particularities of delivery.57 In the event that these occur after delivery they may well be found to be an expense to be borne by the buyer.
1 See generally on practices and usages Ch 27.
3 See paras 47.167 et seq.
6 See para 36.36.
8 See on this issue paras 39.57 et seq.
9 See for Shari’a (Are) Al Shamsy, p 442; Arg Art 2388 CC; Arts 461, 463(4) Com C; Arm Art 177CC; Aut § 427 CC; Blr Art 225 CC; Bol Arts 850, 864 Com C; Che Art 925(1) CC; Chl Art 149 (1) Com C; Chn Art 135 PRC CL; Col Art 923 Com C; Egy Abdel Rahman, pp 230ff; Esp Guardiola Sacarrera, p 64; Supreme Tribunal, 22 December 2000, Id Cendoj: 28079110002000100627; Gtm Art 695 Com C; Hun Art 117 CC; Kaz Art 239 CC; Kgz Art 256 CC; Khm Art 530(4) CC; Kwt Omran, p 132; Lby Abdel Rahman, pp 230ff; Ltu Art 4.50 CC; Mar Safi, Aqd Al Bayaa, p 305; Rus Art 224 CC; Tur Serozan, Eşya, p 124; Tjk Art 248 CC; Ukr Art 334 CC; Ury Arts 527, 529(4) Com C; Uzb Art 186 CC. In Deu the result is not disputed, however, the exact operation of law is subject to debate see MünchKommBGB/Oechsler, § 931, para 24.
11 See for Common Law (UK) Benjamin’s Sale of Goods, paras 18-006 et seq; Shari’a (Are) Al Shamsy. p 442; Arm Art 177CC; Aut Koziol et al/Eccher, § 427, para 3; Blr Art 225 CC; Deu MünchKommHGB/Langenbucher, § 363, para 3; Egy Abdel Rahman, pp 230ff; Kaz Art 239 CC; Kgz Art 256 CC; Khm Arts 530(4), 550 CC; Kwt Omran, p 132; Lby Abdel Rahman, pp 230ff; Ltu Art 4.50 CC; Mar Safi, Aqd Al Bayaa, p 305; Rus Art 224 CC; Tjk Art 248 CC; Ukr Art 334 CC; USA § 1-201(15) UCC; Uzb Art 186 CC; Vnm Art 449 CC.
12 Aut Koziol et al/Eccher, § 427, para 3; Che see Art 1153 no 8 CO, Meier-Hayoz/von der Crone, pp 351ff; Deu MünchKommHGB/Langenbucher, § 363, paras 9, 51; Tur see Art 1209 ComC; USA §§ 1-201(15), 7-104(b) UCC.
13 See for Aut § 363 Comp C; Che Meier-Hayoz/von der Crone, Wertpapierrecht, p 350; Deu § 363 Com C; Tur Art 1209 Com C; for the bill of lading see Art 1228(2) Com C.
15 Aus (NSW) s 5 SGA, s 3 Factors (Mercantile Agents) Act (1923); Can (Alb) s 1(3) SGA, s 1(I)(a)(i) Factors Act (2002); Eng s 61 SGA, s 1(4) Factors Act (1889); Hkg s 2 SGO, s 2(1) Factors Ordinance (1924); Ind s 2 SGA; Mys s 2 SGA; Nzl s 2 SGA, s 2(1) Mercantile Law Act (1908); Sco s 61 SGA, s 1(4) Factors Act (1889), Factors (Scotland) Act 1890; Sgp s 61 SGA, s 1(1) Factors Act (1994); Wal s 61 SGA, s 1(4) Factors Act (1889).
16 eg some jurisdictions provide a definition of documents of title in both the SGA itself and as well as different acts, typically Factors Acts. These definitions may differ. However, some SGAs specifically state the definition is to be found in another act, see eg Eng s 61 SGA; Gha s 81(1) SGA; Irl s 62 SGA; Ken s 2(1) SGA; Mwi s 62(1) SGA; Nga s 62(1) SGA; Sco s 61 SGA; Sgp s 61 SGA; Tza s 62(1) SGA; Uga s 1(1) SGA; Wal s 61 SGA; Zmb s 62 (1) SGA; Zwe s 62(1) SGA.
17 These are the 1924 International Convention for the Unification of Certain Rules of Law relating to Bills of Lading (Hague Rules); the 1968 Brussels Protocol to Amend the International Convention for the Unification of Certain Rules of Law relating to Bills of Lading (Hague-Visby Rules); the 1978 United Nations Convention on the Carriage of Goods by Sea (Hamburg Rules) and the 2008 United Nations Convention on Contracts for the International Carriage of Goods Wholly or Partly by Sea (Rotterdam Rules).
18 The 2008 United Nations Convention on Contracts for the International Carriage of Goods Wholly or Partly by Sea (Rotterdam Rules) is not yet in force due to lack of ratifications. The status is consistently updated at <http://www.uncitral.org/uncitral/en/uncitral_texts/transport_goods/rotterdam_status.html> (last accessed 10 July 2011).
20 See eg Berlingieri et al, ‘The Rotterdam Rules an Attempt to Clarify Certain Concerns that Have Emerged’ (5 August 2009), p 8, <http://www.mcgill.ca/files/maritimelaw/Rotterdam_Rules_An_Attempt_To_Clarify_Concerns.pdf> (last accessed 5 July 2011).
21 See eg 1995 UNIDROIT Convention on Stolen or Illegally Exported Cultural Objects; 1970 Convention on the Means of Prohibiting and Preventing the Illicit Import, Export and Transfer of Ownership of Cultural Property (120 Member States); Council Regulation (EC) 1210/2003 of 7 July 2003 concerning certain specific restrictions on economic and financial relations with Iraq.
22 See eg the work of the Secretariat of the Convention on Biological Diversity, <http://www.cbd.int/> (last accessed 5 July 2011), particularly in the context of negotiations prior to the Nagoya Protocol on Access to Genetic Resources and the Fair and Equitable Sharing of Benefits Arising from their Utilization to the Convention on Biological Diversity.
23 See paras 31.77 et seq.
25 See paras 31.79 et seq.
27 See ibid.
28 See ibid.
29 See ibid.
31 See Schlechtriem/Schwenzer/Widmer, Art 31, para 85. For the corresponding division of costs see the respective A6 and B6 clauses under the individual ICC INCOTERM.
37 Overview provided by Schlechtriem/Schwenzer/Schwenzer, Art 79, para 17.
39 See for Common Law (Eng) Re Anglo Russian Merchant Traders and John Batt & Co (London) Ltd  2 KB 679 (CA); Afg Art 1123 CC; Are Art 567 CC, Al Shamsy, pp 451ff; Arg Art 1415 CC; Art 460 Com C; Bhr Art 435 CC; Bol Art 619 CC, Art 844 Com C; Che BernerKommOR/Giger, Art 189, para 50; Chl Art 1825 CC; Col Art 1881 CC, Art 909(2) Com C; Deu Hager, Gefahrtragung, pp 247ff, 252; Dza Arts 393, 395 CC; Egy Arts 462, 464 CC, Abdel Rahman, pp 256ff; Ecu Art 1792 CC; Irq Art 578 CC; Jor Art 531 CC; Kwt Art 507 CC; Lbn Art 413 CO; Lby Arts 451, 453 CC, Abdel Rahman, pp 256ff; Mar Art 511 CO; Mex Art 2285 CC; Qat Art 473 CC; Slv Art 1628 CC; Syr Arts 430, 432 CC; Tun Art 605 CO; Ury Art 525 Com C; Yem Art 557 CC, Al Aalfi, p 140; Ven Art 1491 CC.
40 See for the CISG Schlechtriem/Schwenzer/Widmer, Art 31, para 85.
41 See eg Common Law (UK) Benjamin’s Sale of Goods, para 20-002 referring to the ‘classic’ FOB contract, para 19-010 referring to CIF contracts; Bol Arts 852 et seq Com C; Cri Arts 473 et seq Com C; Gtm Arts 697 et seq Com C; Slv Arts 1030 et seq Com C; USA §§ 2-504 UCC, 2-319(1)(b) (FOB place of destination contracts); Spanogle, 31 Int Law (1997), 111, 115.
42 See Afg Art 668 Com C; Are Arts 141, 148 Federal Com C; Bhr Art 129 Com C; Bol Arts 858, 859(2) Com C; Bra Art 531 CC; Che BernerKommOR/Giger, Art 189, para 50; Cri Art 473 Com C; Kwt Art 144 Com C; Omn Art 138 Com C; Qat Art 158 Com C; Slv Art 1031 (II),(III) Com C; Tur Yavuz, p 72.
44 See generally Ch 29.
47 See for Ibero-America Muñoz, pp 294ff; Aus (Vic) s 39(2) SGA (implied by phrase ‘on behalf of’); Aut § 1063a CC; Can (BC) ss 36(2), (3) SGA (implied by phrase ‘on behalf of’); Che Art 189(1) CO; Chn Art 62(6) PRC CL; Cze Art 593 CC; Deu § 448(1) CC; Eng s 32(2) SGA (implied by phrase ‘on behalf of’); Est § 215 CO; Geo Art 478 CC; Hkg s 34(2) SGO (implied by phrase ‘on behalf of’); Hrv Art 396 CO; Ind s 39(2) SGA (implied by phrase ‘on behalf of’); Irl s 32(2) SGA (implied by phrase ‘on behalf of’); Jpn Art 485 CC; Khm Art 549(5) CC; Kor Art 473 CC; Mng Art 245(1) CC; Mys s 39(2) SGA (implied by phrase ‘on behalf of’); Nzl s 34(2) SGA (implied by phrase ‘on behalf of’); Phl Art 1521(5) CC; Sco s 32(2) SGA (implied by phrase ‘on behalf of’); Sgp s 32(2) SGA (implied by phrase ‘on behalf of’); Tkm Art 502 CC; Tur Art 211(1) CO; Twn Arts 317, 378 CC; Vnm Art 441 CC; Wal s 32(2) SGA (implied by phrase ‘on behalf of’).
48 Art 32(2) CISG; Art IV.A.-2:204(1) DCFR; OHADA Art 252 AUDCG; Aus (Vic) s 39(2) SGA; Can (BC) s 36(2), (3) SGA; Che BernerKommOR/Giger, Art 189, paras 27, 36; Deu MünchKommBGB/Westermann, § 447, para 21, Staudinger/Beckmann, § 447, paras 20 et seq; Eng s 32(2) SGA; Hkg s 34 (2) SGO; Ind s 39 (2) SGA; Irl s 32(2) SGA; Mys s 39(2) SGA; Nzl s 34(2) SGA; Sco s 32(2) SGA; Sgp s 32(2) SGA; Wal s 32(2) SGA.
49 Art 32(2) CISG; OHADA Art 252(2) AUDCG; Art IV.A.-2:204(1) DCFR; Common Law (UK) Benjamin’s Sale of Goods, para 8-015; Che BernerKommOR/Giger, Art 189, para 36; Deu Staudinger/Beckmann, § 447, para 20.
51 See for Aus (Vic) s 39(3) SGA; Can (BC) s 36(4), (5) SGA; Eng s 32(3) SGA; Est § 210 CO; Geo Art 480 CC; Hkg s 34(3) SGO; Ind s 39(3) SGA; Irl s 32(3) SGA; Mys s 39(3) SGA; Mng Art 246(3) CC; Nzl s 34(3) SGA; Phl Art 1523(3) CC; Sco s 32(3) SGA; Sgp s 32(3) SGA; Tkm Art 504 CC; Vnm Art 36(3) Com C; Wal s 32(3) SGA.
55 Quote from Art 6.1.11 PICC. See for Afg Art 1123 CC; Are Art 567 Federal CC; Al Shamsy, pp 451ff; Arg Art 1415 CC; Arts 460, 461 Com C; Bhr Art 435 CC; Bol Art 619 CC; Art 844 Com C; Camargo Marín, p 405; Che Arts 188, 189 CO; Chl Art 1825 CC; Col Art 1881 CC, Art 909, para 2 Com C; Deu § 448 CC; Dza Arts 393, 395 CC; Ecu Art 1792 CC; Egy Arts 462, 464 CC, Abdel Rahman, pp 235ff; Esp Art 338 Com C; Irq Art 578 CC; Jor Art 531 CC; Kwt Art 507 CC; Lbn Art 413 CO; Lby Arts 451, 453 CC, Abdel Rahman, pp 235ff; Mar Art 511 CO; Mex Art 2285 CC, Art 382(I), (II) Com C, Vásquez del Mercado, p 204; Qat Art 473 CC; Slv Art 1628 CC; Syr Arts 430, 432 CC; Tun Art 605 CO; Tur Art 211 CO; Twn Art 378 CC; Ury Art 525 Com C; Ven Art 1491 CC; Yem Art 557 CC, Al Aalfi, p 140.
56 See for Shari’a Al Majalla, Art 289; Are Art 567 CC; Aus (Vic) s 36(5) SGA (costs of putting into deliverable state); Aut § 1063a CC; Bhr Art 403 CC; Can (BC) s 33(9) SGA (costs of putting into deliverable state); Che Art 188 CO; Eng s 29(6) SGA (costs of putting into deliverable state); Est § 215 CC; Geo Art 478 CC; Hkg s 31(5) SGO (costs of putting into deliverable state); Hrv Art 396 CO; Ind s 36(5) SGA (costs of putting into deliverable state); Irl s 29(5) SGA (costs of putting into deliverable state); Irn Art 381 CC; Irq Art 542 CC; Jor Art 531; Kwt Art 477 CC; Lbn Art 412(1) CO; Ltu Art 6.317(5) CC; Mar Art 509 CO; Mng 245 CC; Mys s 36(5) SGA (costs of putting into deliverable state); Nzl s 31(6) SGA (costs of putting into deliverable state); Omn Art 117 Com C; Pol Art 547 CC; Qat Art 443 CC; Sco s 29(5) SGA (costs of putting into deliverable state); Sgp s 29(5) SGA (costs of putting into deliverable state); Tkm Art 502 CC; Tun Art 603 CO; Tur Art 211 CO; Wal s 29(5) SGA (costs of putting into deliverable state). See for Deu MünchKommBGB/Westermann, § 448, para 4, with reference to the former version of this provision which explicitly referred to costs for measuring and weighing.
57 See for Afg Art 925 CC; Are Art 363 CC; Al Shamsy, pp 451ff; Aut § 1063a CC; Che Art 188 CO; Dza Art 283 CC; Egy Art 348 CC; Abdel Rahman, pp 235ff, see also Hafez, p 225 referring to drafting history as support; Est § 215 CC; Geo Art 478 CC; Hrv Art 396 CO; Jor Art 338 CC; Lby Art 335 CC, Abdel Rahman, pp 235ff; Ltu Art 6.317(5) CC; Pol Art 547 CC; Syr Art 346 CC; Tkm Art 502 CC; Tur Art 185 CO; Yem Art 417 CC, Al Aalfi, p 140.