General Overview of the CISG

TUESDAY, OCTOBER 16, 2015

 Brief History

The CISG was developed by UNCITRAL and signed

in Vienna in 1980
 The CISG replaced the less successful ULIS
• Went into force in January 1988
As of December 29, 2015, UNCITRAL reports that
84 States have adopted the CISG
From the UNCITRAL website: “The purpose of the
CISG is to provide a modern, uniform and fair
regime for contracts for the international sale of
goods.”
Structure of the
CISG
I.I Sphere of Application
I.II General Provisions
II Formation of the
Contract
III.I General Provisions
III.II Obligations of the
Seller
III.III Obligations of the
Buyer
III.IV Passing of Risk
Articles 1-6 answer the basic
question of when the CISG
applies to a transaction
 Art. 1 – Basic Applicability
 Art. 2 – Sales excluded from the CISG
 Art. 3 – Transactions excluded from the
CISG
 Arts. 4-5 – What does the CISG govern?
 Art. 6 – Ability to derogate from the
CSIG (Not an opt IN clause-- opt OUT
clause)

III.V Provisions Common

to Obligations of the Seller
and of the Buyer

IV Final Provisions
Structure of the
CISG
I.I Sphere of Application
I.II General Provisions
II Formation of the
Contract
III.I General Provisions
III.II Obligations of the
Seller
III.III Obligations of the
Buyer
Articles 7-13 explain how to
interpret various facts, evidence,
and the text of the convention
 Art. 7 –interpreting the text of the
convention
 Art. 8 – interpreting statements of the
parties
 Art. 9 - Trade Usage
 Art. 11 – No Writing Requirement*

III.IV Passing of Risk

III.V Provisions Common

to Obligations of the Seller
and of the Buyer

IV Final Provisions
Structure of the
CISG
I.I Sphere of Application
I.II General Provisions
II Formation of the
Contract
III.I General Provisions
III.II Obligations of the
Seller
III.III Obligations of the
Buyer
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the Seller
and of the Buyer
IV Final Provisions
Articles 14-24 answer whether
there is a contract and what it
contains
 Arts. 14-15 – definition of an offer and
when it becomes effective
 Art. 16 – revocation of an offer
 Art. 17 – effect of rejection
 Art. 19 – nonmatching acceptance
 Material alterations = Rejection and
counter offer
 Immaterial alteration = Acceptance
without immediate rejection
Structure of the
CISG
I.I Sphere of Application
I.II General Provisions
II Formation of the
Contract
III.I General Provisions
Art. 25 – what breaches are
fundamental?
Art. 26 – avoidance (where
available) is only effective through
notice to the other party
Art. 27 – no liability for errors in

III.II Obligations of the

transmission of communications
Seller Art. 29 – Modification of
III.III Obligations of the
Buyer contracts
III.IV Passing of Risk

III.V Provisions Common

to Obligations of the Seller
and of the Buyer

IV Final Provisions
Structure of the Section I. Delivery of the Goods
CISG and Handing Over of Documents
I.I Sphere of Application
 Arts. 31-34
I.II General Provisions
Section II. Conformity of the
II Formation of the Goods and Third Party Claims
Contract
 Arts. 35-44
III.I General Provisions
Section III. Remedies for Breach
III.II Obligations of the
Seller of Contract by the Seller
III.III Obligations of the  Arts. 45-52
Buyer

III.IV Passing of Risk

III.V Provisions Common

to Obligations of the Seller
and of the Buyer

IV Final Provisions
Structure of the Section I. Payment of the Price
CISG  Arts. 54-59
I.I Sphere of Application
Section II. Taking Delivery
I.II General Provisions  Art. 60
II Formation of the Section III. Remedies for Breach
Contract
of Contract by the Buyer
III.I General Provisions
 Arts. 61-65
III.II Obligations of the
Seller

III.III Obligations of the

Buyer

III.IV Passing of Risk

III.V Provisions Common

to Obligations of the Seller
and of the Buyer

IV Final Provisions
Structure of the
CISG
I.I Sphere of Application
I.II General Provisions
II Formation of the
Contract
Articles 65-70 explain when the
risk of loss transfers from the
seller to the buyer in various types
of transactions

III.I General Provisions

III.II Obligations of the

Seller

III.III Obligations of the

Buyer

III.IV Passing of Risk

III.V Provisions Common

to Obligations of the Seller
and of the Buyer

IV Final Provisions
 Section I. Anticipatory Breach and
Structure of the
CISG Installment Contracts
 Arts. 71-73
I.I Sphere of Application
Section II. Damages
I.II General Provisions
 Arts. 74-77
II Formation of the
Contract Section III. Interest
III.I General Provisions Section IV. Exemptions
III.II Obligations of the
Seller
 Arts. 79-80
III.III Obligations of the Section V. Effects of Avoidance
Buyer
 Arts. 81-84
III.IV Passing of Risk
Section VI. Preservation of the
III.V Provisions Common
to Obligations of the Seller Goods
and of the Buyer
 Arts. 85-88
IV Final Provisions
Structure of the
CISG
I.I Sphere of Application
I.II General Provisions
II Formation of the
Contract
III.I General Provisions
Articles 95-98 govern what nation
reservations are permitted within
the convention
Art. 95 – Reserving nations will
not be bound by Art. 1(1)(b)
Art. 96 –Reserving nations can

III.II Obligations of the

choose to have a writing
Seller requirement when they have such
III.III Obligations of the
Buyer
a domestic requirement
III.IV Passing of Risk

III.V Provisions Common

to Obligations of the Seller
and of the Buyer

IV Final Provisions
 Guidelines for Analysis

Does the CISG apply? (Article 1)

Is there a contract? Offer (Art. 14) Acceptance (Art. 18)
What did the parties intend to do? (Art. 8)
Was there any trade usage or course of dealings? (Art. 9)
Was there a breach of contract? Was it fundamental? (Art.
25)
Was there a modification? (Art. 29)
What are the seller’s obligations? (Art. 30)
What is the standard for non-conformity? (Art. 35)
Is there a Choice of Law Clause? If so- what does it say?
 International Uniformity

“… a modern, uniform and fair regime” (UNCITRAL

website)
Adds significantly to the certainty and predictability
of international sales contracts
When interpreting the CISG, a party must interpret
it with the idea of uniformity in mind
 How to Research CISG issues

Online Resources Print Resources

 Electronic Library on Internati  Schlechtriem & Schwenzer

onal Commercial Law and the C Commentary on the CISG
ISG (Pace University)  Honnold & Flechtner Uniform
 Database old CISG decisions
Law of International Sales
sorted by Year, by Issue, and by
Forum Under the CISG
 Kroll/Mistelis/Viscasillas
 Thesaurus of issues
 CISG Full Text Commentary on the CISG
 2012 UNCITRAL Digest on Cas
e Law