CISG 1980 Translate

1. Compel specific performance (Art 46 + Art 47 + Art 48)

1.1. Require performance by the Seller
1. Buộc thực hiện nghĩa vụ
1.2. Fix an additional period of time
1.3. Retain any right to claim damages

2. Hủy bỏ hợp đồng do cấu

2. Avoid the contract for fundamental breach or
thành vi phạm cơ bản hoặc
nondelivery (Art 49 + Art 51)
không giao hàng

Remedies unique to
buyer

3. Reduce the price (Art 50) 3. Giảm giá

4. Từ chối nhận hàng trước

4. Refuse early delivery (Art 52)
thời hạn

5. Từ chối nhận hàng vượt

5. Refuse excess quantitities (Art 52.2)
quá số lượng

1. Compel specific performance (Art 62 + Art 63)

1.1. Require performance by the Buyer
1.2. Fix an additional period of time
1.3. Retain any right to claim damages

2. Avoid the contract for fundamental breach or failure to

Remedies unique to pay the price or take delivery of the goods (Art 64)
sellers

Xác định đặc tính của sản

3. Obtain missing specifications (Art 65)
phẩm
 Tạm ngừng thực hiện nghĩa
1. Suspension of performance (Art 71)
vụ

2. Avoidance in anticipation of a fundamental breach (Art

72)

Remedies available
to both Buyers and
Sellers 3. Avoidance of an installment contract (Art 73)

4. Damages (Art 74 - 77)

4.1. Damages for breach of contract equal to the loss of
profit. Such damages may not exceed the loss which the
party in breach foresaw or foreseen (Art 74)
4.2. Recover the difference between the contract price
and the price in the substitute transaction as well as any
Bồi thường thiệt hại
further damages (Art 75)
4.3. Revoer the difference between the price fixed by the
contract and the current price at the same time of
avoidance as well as any further damages (Art 76 - what
is the difference between "the contract is avoided" and
"avoided the contract"??)

5. Interest (Art 78) Tiền lãi

 Commercial The breaching party The aggrieved party
Law (Bên vi phạm) (Bên bị vi phạm)
(Art 297.2) Can refuse to
(Art 297) Bear any costs incurred, receive any subtitutes when
Properly perform the contract the breaching party failes to
deliver goods in full or
provide services

(Art 297.3) If breaching party not (Art 297.3) May purchase

fulfill the Art 297.2 -> Bear the price goods or receive services of
difference and relevant expenses, or correct type from another
pay actual and resonable expenses seller or provider for
Remedies of for rectification substitution
specific
performance (Art
297 + Art 298) (Art 297.4) Shall have to
receive goods or services
and make payments if the
breaching party has fulfilled
all obligations

(Art 298) Extend the time

limit for performance of
obligation

Request the breaching party

Pay an amount of fine for its breach
to pay an amount of fine for
of a contract
its breach of a contract

Receives compensation for

Pays compensation for the loss
Liquidated damages caused by a contract-breaching act the loss caused by a
(Art 300, 301) contract-breaching act

Fine level must not exceed 8% of the value of the breached

contractual obligation portion (Art 301)
 Article 304: Burden of
Article 302: Damages: Pay proof of loss: Bear the
damages covers the value of the burden of proof of the loss,
material and direct loss due to the the extent of the loss caused
breach of the breaching party and by the act of breach, and
the direct profit that would have been direct profit amount that
earned if such breach had not been would have been earned if
committed. the breach had not been
committed

Article 305: Obligations to mitigate

loss: Pay a rebate of the value of
damages/ If the aggrived party fails Article 305:Obligations to
to do so, may request a rebate of the mitigate loss: apply
value of damages (giảm bớt giá trị appropriate measures to
bồi thường thiệt hại) to the extent of mitigate the loss caused
the loss that would have been by a contract breach
mitigated.

Damages (Art 302,

304, 305, 306) Article 306: Right to claim
interest on delayed
money for payment: claim an interest
compensatory? on such
Article 306: Pay interest on delayed delayed payment at the
payment average interest rate
applicable to overdue debts
in the market at
the time of payment for the
delayed period

Suspension of
performance of (Art 309) Are entitled to
contracts (Art 308 + claim damages
Art 309)

Termination of (Art 311.2) May claim

contracts (Art damages according to the
310,311) provisions of this Law
 (Art 315) Must immediately
Avoidance/ notify the other part of
Rescission of suspension/stoppage/cancell
(Art 314) make the indemnity in cash
contracts (Art 312, ation, otherwise, need to pay
313, 314) damages if not notify
immediatedly

Other remedies (Art 316) Right to claim

agreed upon by damages when other
involved parties remedies have been applied
 Translate

Specific performance

Buộc thực hiện đúng hợp

đồng
Contract Penalty - Liquidated
damages (fix amount of money each
country need to pay without showing
the loss)

The right to claim

damages
Damages

The interest rate

_x0008_Cancellation

Bồi thường thiệt hại ấn định

-> PHẠT VI PHẠM Similarity of both

Liquidated - have to show the
damages breach (hành vi vi
phạm)

not only breach but

also the loss (damage)
DamageS
with all the supporting
documents (chứng cứ)
 similar. But in
CISG refers to a
case when the
contract is
avoided and after
avoidance, the
buyer has
bought/not
bought goods in
Bồi thường thiệt hại
replacement or
the seller has
resold / not
resold the goods.
(art 75,76).
=> quy định ở
điểu 297.3: buộc
thực hiện đúng
hợp đồng

Tạm ngừng thực hiện hợp

đồng

same với 47.2 -

Chấm dứt hợp đồng Died
CISG
 315 same same -> most serious
Huỷ bỏ hợp đồng. với 47 + 48.2 remedy. Never
so sánh với 51 exist

Các biện pháp thỏa thuận

khác của 2 bên

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act

The aggrieved party

(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 The aggrieved party
(Bên bị vi phạm)

Request the breaching party

to pay an amount of fine for
its breach of a contract
Receives compensation for
the loss caused by a
contract-breaching act
 CISG 1980

Limits the buyer's right in demanding substitute delivery as stated in article

46.2: "The Buyer is only entitled to demand delivery of substitute
goods if the Seller's lack of conformity constitutes a fundamental
breach of contract"

"Art 46: If the goods do not conform with the contract, the buyer may
require delivery of substitute goods only if the lack of conformity
constitutes a fundamental breach of contract and a request for substitute
goods is made either in conjunction with notice given under article 39 or
within a reasonable time thereafter

The provisions relating to penalty are not directly mentioned

As specified in article 74, damages as the loss, including loss of profit,

suffered by the other party as a consequence of the breach, must be
foreseeable

As per article 78, the aggrieved party is entitled to claim interest on

delayed payments, however, there is no calculation method

As specified in article 51, it limits context when buyer can cancel the
contract "The buyer may declare the contract avoided in its entirety only if
the failure to make delivery completely or in conformity with the
contract amounts to a fundamental breach of the contract"
and also mention the seller would lose the right to cancel when the buyer
paid the money (article 64)

need to put in the contract

no need to put in the contract

 Commercial law 2005

According to article 297.2, the buyer at his discretion to demand the seller to
deliver substitute goods or rectify defects

Art 297.2: refers that breaching party must recify defects of the goods or
deliver other goods as substitues but not use money or goods or services of
other types as subtitutes

As per Article 300, penalty can be applied: "Fine for breach means a remedy
whereby the aggrieved party requests the breaching party to pay an amount of
fine for its breach of a contract"

The value of damages for loss shall comprise the value of the actual and direct
loss (Article 302)

Article 306 indicates that interest is appointed to be the average interest rate
lãi suất nợ quá
applicable to overdue debts in the market at the time of payment for the
hạn trung bình
delayed period

In Article 313: even fails in a delivery can be a basis to cancel contract "không
thực hiện nghĩa vụ đối với một lần giao hàng, cung ứng dịch vụ là cơ sở để bên
kia kết luận rằng vi phạm cơ bản sẽ xảy ra đối với những lần giao hàng, cung
ứng dịch vụ sau đó thì bên bị vi phạm có quyền tuyên bố huỷ bỏ hợp đồng đối
với những lần giao hàng, cung ứng dịch vụ sau đó"

có thể áp dụng cả 2 (art 316 comercial law VN/ art 45 CISG)