Professional Documents
Culture Documents
• The CISG does not govern issues related to the validity of the
contract, such as fraud. It also does not deal with issues of title to
the goods. These questions are to be resolved by the respective
laws of each contracting member.
3
When does the CISG apply?
• The CISG does not apply to agreements in which the preponderant part of
the obligations of the party who furnishes the goods consists in the supply
of labor or other services (CISG Art. 3-2)
• Unlike the UCC, the CISG was purported to satisfy the needs of
international businessman and to facilitate International Trade
7
The formation of the Sales Agreement
8
The formation of the Sales Agreement
12
Delivery of the goods and handing over of documents
• The Seller must deliver the goods on the date the parties agreed to if
any, or before the expiration of a period of time agreed upon if any, or
alternatively within a reasonable time after the conclusion of the Sales
Agreement (CISG Art. 33)
• In case the parties were silent about the place of delivery of the goods:
– The Seller must deliver the goods to the first carrier in case of carriage;
or
– When the goods are to be manufactured or produced, by placing the
goods at Buyer’s disposal in the place where the parties had known the
goods would have been at the time of the conclusion of the contract, or
– In other cases, by placing the goods at Buyer’s disposal at Seller’s
place of Business at the time of the conclusion of the contract (CISG
Art. 31)
• If the Seller has the obligation to hand over documents relating to the
goods, it must do so at the time and place and in the form required by
the Sales Agreement (CISG Art. 34)
13
Passing of Risks
• The CISG provides that the risks pass to the Buyer at the time of the
shipment
• When the sale involves a carriage, the risks pass to the Buyer when
the goods are handed over to the first carrier (CISG Art. 67)
14
Conformity of the Goods (CISG Art. 35)
• The Seller must deliver goods which are of the quantity, quality
and description required by the Sales Agreement and which are
contained or packaged in the manner required therein
15
Conformity of the Goods - 2
16
Buyer’s inspection of the goods
• The Buyer loses the right to rely on a lack of conformity of the goods if he
does not give notice to the Seller specifying the nature of the lack of
conformity within a reasonable time after he has discovered it or ought to
have discovered it (CISG Art. 39-1)
• The CISG provides that, unless stipulated otherwise, this reasonable time
shall not exceed two (2) years from the date on which the good were
handed over to the Buyer (CISG Art. 39-2) 17
Buyer’s Obligations
• The Buyer must pay the price for the goods as required by the Sales
Agreement
• The Buyer must take delivery of the goods as required by the Sales
Agreement
18
Buyer’s Obligation to Remit Payment
• The Buyer must pay the price for
the goods and take delivery of them
as required by the Sales Agreement
and the CISG (CISG Art. 53)
– Doing all the acts which could reasonably be expected of him in order to
enable the seller to make delivery; and
20
Remedies for Breach of Contract by the Buyer
21
Parties’ Anticipatory Breach
• The party who suffered from the breach of the Sales Agreement
is entitled to damages. Such damages may not exceed the loss
reasonably foreseeable at the time of the conclusion of the
contract (CISG Art. 74)
23
Exemption of Liability (CISG Art. 79)
• If a party’s non-performance of any of its obligations is due to a
Force Majeure, such party will be exempted from its liability. It
will nevertheless have to prove that its failure was due to an
impediment beyond its control which was not reasonably
foreseeable at the time of the conclusion of the contract or
impossible to avoid or overcome
• The failing party must give notice to the other party of the
impediment and its effect on its ability to perform
24
Conclusion
• Since the CISG allows you to opt out of or modify its provisions, it
enables you to draft a unique Sales Agreement responsive to your
specific needs
• The provisions of the CISG will allow you to prove your rights under an
oral agreement, and enforce it against the Buyer
• Being a neutral set of rules, the CISG will prevent you or your Buyer
from benefiting from the application of your respective national laws
• Choosing the CISG will provide you with a single set of rules applicable
to all your foreign sales