United Nations Convention on Contracts for the International Sale of Goods (1980) THE STATES PARTIES TO THIS CONVENTION BEARING IN MIND the broad objectives in the resolutions adopted by the sixth special session of the general As sembly of the United Nations on the establishment of a New International Economic Order CONSIDERING that the development of international trade on the basis of equal ity and mutual benef it is an impor tant element in promoting friendly relations among States BEING OF THE OPINION that the adoption of uniform rules which govern contracts for the international sale of goods and take into account the different social, economic and legal systems would contribute to the removal of le gal barriers in international trade and promote the development of international trade, HAVE DECREED as follows PART I SPHEREOF APPLICATION AND GENERAL PROVISIONS Chapter I SPHERE OF APPLICATION Article I (1)This Convention applies to contracts of sale of goods between parties whose places of business are in different (a) when the States are Contracting States,or (b) when the rules of private international law lead to the application of the law of a Contracting State (2)The fact that the parties have the ir places of business in different States is to be disregarded whenever this fact does not appear either from the contr act or from any dealings between, or from information disclosed by, the partie s at any time before or at the conclusion of the contract. (3) Neither the national ity of the parties nor the civil or commercial character of the parties or of the contract is to be taken into consideration in determining the application of this Convention This Convention does not apply to sales (a)of goods bought for personal, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use; (b) by auction; (c)on execution or otherwise by authority of law, (d)of stocks, shares, investment securities, negotiable instruments or money (e)of ships, vessels, hovercraft or aircraft; (fof electricity (1)Contracts for the supply of goods to be manufactured or produced are to be considered sales unless the party w ho orders the goods undertakes to supply a substantial part of the materials necessary for such manufacture or prod uction (2)This Convention does not apply to contracts in which the preponderant part of the obligations of the party who furnishes the goods consists in the supply of labour or other services Article 4
United Nations Convention on Contracts for the International Sale of Goods (1980) THE STATES PARTIES TO THIS CONVENTION, BEARING IN MIND the broad objectives in the resolutions adopted by the sixth special session of the GeneralAs sembly of the United Nations on the establishment of a New International Economic Order, CONSIDERING that the development of international trade on the basis of equality and mutual benefit is an impor tant element in promoting friendly relations among States, BEING OF THE OPINION that the adoption of uniform rules which govern contracts for the international sale of goods and take into account the different social, economic and legal systems would contribute to the removal of le gal barriers in international trade and promote the development of international trade, HAVE DECREED as follows: PART I SPHERE OF APPLICATION AND GENERALPROVISIONS Chapter I SPHERE OF APPLICATION Article 1 (1) This Convention applies to contracts of sale of goods between parties whose places of business are in different States: (a) when the States are Contracting States; or (b) when the rules of private international law lead to the application of the law of a Contracting State. (2) The fact that the parties have their places of business in different States is to be disregarded whenever this fact does not appear either from the contract or from any dealings between, or from information disclosed by, the partie s at any time before or at the conclusion of the contract. (3) Neither the nationality of the parties nor the civil or commercial character of the parties or of the contract is to be taken into consideration in determining the application of this Convention. Article 2 This Convention does not apply to sales: (a) of goods bought for personal, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use; (b) by auction; (c) on execution or otherwise by authority of law; (d) of stocks, shares, investment securities, negotiable instruments or money; (e) of ships, vessels, hovercraft or aircraft; (f) of electricity. Article 3 (1) Contracts for the supply of goods to be manufactured or produced are to be considered sales unless the party w ho orders the goods undertakes to supply a substantial part of the materials necessary for such manufacture or prod uction. (2) This Convention does not apply to contracts in which the preponderant part of the obligations of the party who furnishes the goods consists in the supply of labour or other services. Article 4
This Convention governs only the formation of the contract of sale and the rights and obligations of the seller and t he buyer arising from such a contract. In particular, except as otherwise expressly provided in this Convention, it is not concerned with: (a)the validity of the contract or of any of its provisions or of any (b)the effect which the contract may have on the property in the This Convention does not apply to the liability of the seller for death or personal injury caused by the goods to any Article 6 The parties may exclude the application of this Convention or, subject to article 12, derogate from or vary the effec t of any of its Chapter II GENERAL PROVISIONS (I)In the interpretation of this Convention, regard is to be had to its international character and to the need to prom ote uniformity in its application and the observance of good faith in international trade. (2) Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based or, in the absence of such pr incip les, in conformity with the law applicable by virtue of the rules of private international law. Article 8 (1) For the purposes of this Convention statements made by and other conduct of a party are to be interpreted accor ding to his intent where the other party knew or could not have been unaware what that intent was (2)If the preceding paragraph is not applicable, statements made by and other conduct of a party are to be interpret ed accord ing to the understand ing that a reasonable person of the same kind as the other party would have had in th e same circumstances (3) In determining the intent of a party or the understand ing a reasonable person would have had, due consideratio n is to be given to all relevant circumstances of the case including the negotiations, tices which the parties have established between themselves, usages and any subsequent conduct of the par Article 9 (1) The parties are bound by any usage to which they have agreed and by any practices which they have establishe (2)The parties are considered, unless otherwise agreed, to have imp liedly made appl icable to their contract or its f ormation a usage of which the parties knew or ought to have known and which in international trade is widely kno wn to, and regularly observed by, parties to contracts of the type involved in the particular trade concerned Article 10 For the purposes of this Convention (a)if a party has more than one place of business, the place of business is that which has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemp lated by the parties at an y time before or at the conclusion of the contract; b)if a party does not have a place of business, reference is to be made to his habitual residence A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as t o form. It may be proved by any means Article 12 Any provision of article 11, article 29 or Part ll of this Convention that allows a contract of sale or its modification
This Convention governs only the formation of the contract of sale and the rights and obligations of the seller and t he buyer arising from such a contract. In particular, except as otherwise expressly provided in this Convention, it is not concerned with: (a) the validity of the contract or of any of its provisions or of any usage; (b) the effect which the contract may have on the property in the goods sold. Article 5 This Convention does not apply to the liability of the seller for death or personal injury caused by the goods to any person. Article 6 The parties may exclude the application of this Convention or, subject to article 12, derogate from or vary the effec t of any of its provisions. Chapter II GENERAL PROVISIONS Article 7 (1) In the interpretation of this Convention, regard is to be had to its international character and to the need to prom ote uniformity in its application and the observance of good faith in international trade. (2) Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the rules of private international law. Article 8 (1) For the purposes of this Convention statements made by and other conduct of a party are to be interpreted accor ding to his intent where the other party knew or could not have been unaware what that intent was. (2) If the preceding paragraph is not applicable, statements made by and other conduct of a party are to be interpret ed according to the understanding that a reasonable person of the same kind as the other party would have had in th e same circumstances. (3) In determining the intent of a party or the understanding a reasonable person would have had, due consideratio n is to be given to all relevant circumstances of the case including the negotiations, any practices which the parties have established between themselves, usages and any subsequent conduct of the parties. Article 9 (1) The parties are bound by any usage to which they have agreed and by any practices which they have establishe d between themselves. (2) The parties are considered, unless otherwise agreed, to have impliedly made applicable to their contract or its f ormation a usage of which the parties knew or ought to have known and which in international trade is widely kno wn to, and regularly observed by, parties to contracts of the type involved in the particular trade concerned. Article 10 For the purposes of this Convention: (a) if a party has more than one place of business, the place of business is that which has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemplated by the parties at an y time before or at the conclusion of the contract; (b) if a party does not have a place of business, reference is to be made to his habitual residence. Article 11 A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as t o form. It may be proved by any means, including witnesses. Article 12 Any provision of article 11, article 29 or Part II of this Convention that allows a contract of sale or its modification
termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing does not apply where any party has his place of business in a Contracting State which has made a d eclaration under article 96 of this Convention. The parties may not derogate from or vary the effect or this article Article 13 PART II FORMATION OF THE CONTRACT Article 14 (1)A proposal for concluding a contract addressed to one or more specif ic persons constitutes an offer if it is suffic iently definite and indicates the intention of the offeror to be bound in case of accep tance. a proposal is sufficientI definite if it indicates the goods and expressly or impl icitly fixes or makes provision for deter mining the quantity a nd the price. (2)A proposal other than one addressed to one or more spec ific persons is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making the proposal (1)An offer becomes effective when it reaches the offeree (2)An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same ne as the offer. Article 16 (1)Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispat (2)However, an offer cannot be revoked: (a)if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable, or (b) if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance Article 17 An offer, even if it is irrevocable, is terminated when a rejection reaches the offeror. Article 18 四 by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or in (2)An acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acce ptance is not effective if the indication of assent does not reach the offeror with in the time he has fixed or, if no tim e is fixed with in a reasonable time, due account being taken of the circumstan ces of the transaction, including th rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediately unle ss the circumstances indicate otherwise (3)However, if, by virtue of the offer or as a result of practices which the parties have established between themsel ves or of usage, the offeree may indicate assent by performing an act, such a ating to the dispatch of the ods or payment of the price, without notice to the offeror, the acceptance is effective at the moment the act is perfo med, provided that the act is performed within the period of time laid down in the preceding paragraph (1)A reply to an offer which purports to be an acceptance but contains add itions, limitations or other modifications is a rejection of the offer and constitutes a counter-o (2)However, a reply to an offer which purports to be an acceptance but contains additional or different terms whi h do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, o bjects orally to the discrepancy or dispatches a notice to that effect. If he does not so object, the terms of the contra
or termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing does not apply where any party has his place of business in a Contracting State which has made a d eclaration under article 96 of this Convention. The parties may not derogate from or vary the effect or this article. Article 13 For the purposes of this Convention "writing" includes telegram and telex. PART II FORMATION OF THECONTRACT Article 14 (1) A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is suffic iently definite and indicates the intention of the offeror to be bound in case of acceptance. A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity a nd the price. (2) A proposal other than one addressed to one or more specific persons is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making the proposal. Article 15 (1) An offer becomes effective when it reaches the offeree. (2) An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer. Article 16 (1) Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispat ched an acceptance. (2) However, an offer cannot be revoked: (a) if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable; or (b) if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer. Article 17 An offer, even if it is irrevocable, is terminated when a rejection reaches the offeror. Article 18 (1) A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or in activity does not in itself amount to acceptance. (2) An acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acce ptance is not effective if the indication of assent does not reach the offeror within the time he has fixed or, if no tim e is fixed, within a reasonable time, due account being taken of the circumstances of the transaction, including the rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediately unle ssthe circumstances indicate otherwise. (3) However, if, by virtue of the offer or as a result of practices which the parties have established between themsel ves or of usage, the offeree may indicate assent by performing an act, such as one relating to the dispatch of the go ods or payment of the price, without notice to the offeror, the acceptance is effective at the moment the act is perfo rmed, provided that the act is performed within the period of time laid down in the preceding paragraph. Article 19 (1) A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-offer. (2) However, a reply to an offer which purports to be an acceptance but contains additional or different terms whic h do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, o bjects orally to the discrepancy or dispatches a notice to that effect. If he does not so object, the terms of the contra
ct are the terms of the offer with the modifications contained in the acceptanc (3)Additional or different terms relating, among other things, to the price, pay ment, quality and quantity of the go ds, place and time of delivery, extent of one partys liability to the other or the settlement of d isputes are considered to alter the terms of the offer materially (1)A period of time for acceptance fixed by the offeror in a telegram or a letter beg ins to run from the moment the telegram is handed in for dispatch or from the date shown on the letter or, if no such date is shown, from the date s hown on the envelope. a period of time for acceptance fixed by the offeror by telephone, telex or other means of in stantaneous communication, begins to run from the moment that the offer reaches the offeree. (2)Official holidays or non-business days occurr ing during the period for acceptance are included in calculating th e period. However, if a notice of acceptance cannot be delivered at the address of the offeror on the last day of the period because that day falls on an official holiday or a non-business day at the place of business of the offeror, the period is extended until the first business day which follows (1)a late acceptance is nevertheless effective as an acceptance if without delay the offeror orally so informs the off eree or dispatches a notice to that effect. (2) If a letter or other writing containing a late acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as a n acceptance unless, without delay, the offeror orally informs the offeree that he considers his offer as hav ing lapse d or dispatches a notice to that effect. n acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptanc e would have become effective Article 23 A contract is concluded at the moment when an acceptance ffer becomes effective in accordance with the pr ovisions of this convention Article For the purposes of this Part of the Convention, an offer, declaration of acceptance or any other indication of intent essee when it is made orally to him or delivered by any other means to him personally, to his place of business or mail ing address or, if he does not have a place of business or mailing address, to his habitual r PART II SALE OF GOODS Chapter I GENERAL PROVISIONS Article 25 a breach of contract committed by one of the parties is fundamental if it resul ts in such detr iment to the other party as substantially to deprive him of what he is entitled to expect under the contract, unless the party in breach did no t foresee and a reasonab le person of the same k ind in the same circumstances would not have foreseen such a resul Article 2 a declaration of avoidance of the contract is effective only if made by notice to the other party Article 2 Unless otherwise expressly provided in this Part of the Convention, if any notice, request or other communication s given or made by a party in accordance with this Part and by means appropriate in the circumstances, a delay ore rror in the transmission of the communication or its failure to arr ive does not deprive that party of the right to rely
ct are the terms of the offer with the modifications contained in the acceptance. (3) Additional or different terms relating, among other things, to the price, payment, quality and quantity of the goo ds, place and time of delivery, extent of one partys liability to the other or the settlement of disputes are considered to alter the terms of the offer materially. Article 20 (1) A period of time for acceptance fixed by the offeror in a telegram or a letter begins to run from the moment the telegram is handed in for dispatch or from the date shown on the letter or, if no such date is shown, from the date s hown on the envelope. A period of time for acceptance fixed by the offeror by telephone, telex or other means of in stantaneous communication, begins to run from the moment that the offer reaches the offeree. (2) Official holidays or non-business days occurring during the period for acceptance are included in calculating th e period. However, if a notice of acceptance cannot be delivered at the address of the offeror on the last day of the period because that day falls on an official holiday or a non-business day at the place of business of the offeror, the period is extended until the first business day which follows. Article 21 (1) A late acceptance is nevertheless effective as an acceptance if without delay the offeror orally so informs the off eree or dispatches a notice to that effect. (2) If a letter or other writing containing a late acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as a n acceptance unless, without delay, the offeror orally informs the offeree that he considers his offer as having lapse d or dispatches a notice to that effect. Article 22 An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptanc e would have become effective. Article 23 A contract is concluded at the moment when an acceptance of an offer becomes effective in accordance with the pr ovisions of this Convention. Article 24 For the purposes of this Part of the Convention, an offer, declaration of acceptance or any other indication of intent ion "reaches" the addressee when it is made orally to him or delivered by any other means to him personally, to his place of business or mailing address or, if he does not have a place of business or mailing address, to his habitual r esidence. PART III SALE OF GOODS Chapter I GENERAL PROVISIONS Article 25 A breach of contract committed by one of the parties is fundamental if it results in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract, unless the party in breach did no t foresee and a reasonable person of the same kind in the same circumstances would not have foreseen such a resul t. Article 26 A declaration of avoidance of the contract is effective only if made by notice to the other party. Article 27 Unless otherwise expressly provided in this Part of the Convention, if any notice, request or other communication i s given or made by a party in accordance with this Part and by means appropriate in the circumstances, a delay or e rror in the transmission of the communication or its failure to arrive does not deprive that party of the right to rely
on the communication Article 2 If, in accord ance with the prov isions of this Convention, one party is entitled to require performance of any obligat ion by the other party, a court is not bound to enter a judgment for specific performance unless the court would do so under its own law in respect of similar contracts of sale not governed by this Convention. (1)Acontract may be modified or terminated by the mere agreement of the parti (2)A contract in writing which contains a provision requiring any modification or termination by agreement to be i n writing may not be otherwise modif ied or terminated by agreement. However, a party may be precluded by his c onduct from asserting such a provision to the extent that the other party has relied on that conduct. Chapter II OBLIGATIONS OF THE SELLER The seller must deliver the goods, hand over any documents relating to them and transfer the property in the goods, as required by the contract and this Convention. Section I. Delivery of the goods and handing over of documents Article 31 If the seller is not bound to deliver the goods at any other particular place, his obligation to deliver consists (a) if the contract of sale involves carriage of the goods- in handing the goods over to the first carrier for transm ion to the buyer; (b)if, in cases not within the preceding subparagraph, the contract relates to specif ic goods, or unidentified goods t o be drawn from a specific stock or to be manufactured or produced, and at the time of the conclusion of the contra ct the parties knew that the goods were at, or were to be manufactured or produced at, a particular place- in placin g the goods at the buyers disposal at that place, (c)in other cases-in pla at the buyers disposal at the place where the seller had his place of busines s at the time of the conclusion of the contract Article 32 (1)If the seller, in accordance with the contract or this Convention, hands the goods over to a carrier and if the goo ds are not clearly identified to the contract by markings on the goods, by shipping documen ts or otherwise, the sell nment specifying the (2)If the seller is bound to arrange for carriage of the goods, he must make such contracts as are necessary for carr ge to the place fixed by means of transportation appropriate in the circumstances and accord ing to the usual term s for such transportation. (3)If the seller is not bound to effect insurance in respect of the carriage of the goods, he must, at the buyers reque st, provide him with all available information necessary to enable him to effect such insurance Article 33 The seller must deliver the goods (a)if a date is fixed by or determinable from the contract, on that date, b) if a period of time is fixed by or determinable from the contract, at any time within that period unless circumsta nces indicate that the buyer is to choose a date, or (c)in any other case, within a reasonable time after the conclusion of the contract. Article 34 If the seller is bound to hand over documents relating to the goods, he must hand them over at the time and place a nd in the form required by the contract. If the seller has handed over documents before that time, he may, up to that me, cure any lack of conformity in the documents, if the exercise of this right does not cause the buyer unreason
on the communication. Article 28 If, in accordance with the provisions of this Convention, one party is entitled to require performance of any obligat ion by the other party, a court is not bound to enter a judgment for specific performance unless the court would do so under its own law in respect of similar contracts of sale not governed by this Convention. Article 29 (1) A contract may be modified or terminated by the mere agreement of the parties. (2) A contract in writing which contains a provision requiring any modification or termination by agreement to be i n writing may not be otherwise modified or terminated by agreement. However, a party may be precluded by his c onduct from asserting such a provision to the extent that the other party has relied on that conduct. Chapter II OBLIGATIONS OF THE SELLER Article 30 The seller must deliver the goods, hand over any documents relating to them and transfer the property in the goods, as required by the contract and this Convention. Section I. Delivery of the goods and handing over of documents Article 31 If the seller is not bound to deliver the goods at any other particular place, his obligation to deliver consists: (a) if the contract of sale involves carriage of the goods - in handing the goods over to the first carrier for transmiss ion to the buyer; (b) if, in cases not within the preceding subparagraph, the contract relates to specific goods, or unidentified goods t o be drawn from a specific stock or to be manufactured or produced, and at the time of the conclusion of the contra ct the parties knew that the goods were at, or were to be manufactured or produced at, a particular place - in placin g the goods at the buyers disposal at that place; (c) in other cases - in placing the goods at the buyers disposal at the place where the seller had his place of busines s at the time of the conclusion of the contract. Article 32 (1) If the seller, in accordance with the contract or this Convention, hands the goods over to a carrier and if the goo ds are not clearly identified to the contract by markings on the goods, by shipping documents or otherwise, the sell er must give the buyer notice of the consignment specifying the goods. (2) If the seller is bound to arrange for carriage of the goods, he must make such contracts as are necessary for carr iage to the place fixed by means of transportation appropriate in the circumstances and according to the usual term s for such transportation. (3) If the seller is not bound to effect insurance in respect of the carriage of the goods, he must, at the buyers reque st, provide him with all available information necessary to enable him to effect such insurance. Article 33 The seller must deliver the goods: (a) if a date is fixed by or determinable from the contract, on that date; (b) if a period of time is fixed by or determinable from the contract, at any time within that period unless circumsta nces indicate that the buyer is to choose a date; or (c) in any other case, within a reasonable time after the conclusion of the contract. Article 34 If the seller is bound to hand over documents relating to the goods, he must hand them over at the time and place a nd in the form required by the contract. If the seller has handed over documents before that time, he may, up to that time, cure any lack of conformity in the documents, if the exercise of this right does not cause the buyer unreasona
ble inconvenience or unreasonable expense. However, the buyer retains any right to claim damages as provided in this Convention Section Il. Conformity of the goods and third party claims Article 3 ( 1)The seller must deliver goods which are of the quantity, quality and description required by the contract and wh ich are contained or packaged in the manner required by the contract. (2) Except where the parties have agreed otherwise, the goods do not conform with the contract unless they: (a)are fit for the purposes for which goods of the same description would ordinarily be used (b)are fit for any particular purpose expressly or impliedly made known to the seller at the time of the conclusion of the contract, except where the circumstances show that the buyer did not rely, or that it was unreasonable for hi (c)possess the qualities of goods which the seller has held out to the buyer as a sample or model; (d)are contained or packaged in the manner usual for such goods or, where there is no such manner, in a manner dequate to preserve and protect the goods. (3)The seller is not liable under subparagraphs(a) to(d) of the preced ing paragraph for any lack of conformity oft he goods if at the time of the conc lusion of the contract the buyer knew or could not have been unaware of such I k of conformity Article 36 ( 1)The seller is liable in accordance with the contract and this Convention for any lack of conformity which exists at the time when the risk passes to the buyer, even though the lack of conform ity becomes apparent only after that t Ime (2)The seller is also liable for any lack of conform ity which occurs after the time ind icated in the preceding paragr aph and which is due to a breach of any of his obligations, including a breach of any guarantee that for a period of t ime the goods will remain fit for their ordinary purpose or for some particular purpose or will retain specified quali ties or characteristics Article 37 If the seller has delivered goods before the date for delivery, he may, up to that date, deliver any missing part or ma g goods delivered or remedy any lack of conformity in the goods del ivered, prov ided that the exercise of this right does not cause the buyer unreasonable inconven ience or unreasonable expense. However, the buyer retains any rig ht to claim damages as provided for in this Convention Article 38 ( 1)The buyer must examine the goods, or cause them to be examined, within as short a period as is practicable in t (2) If the contract involves carriage of the goods, examination may be deferred until after the goods have arrived at their destination ()If the goods are red irected in transit or redispatched by the buyer without a reasonable opportunity for examinat ion by him and at the time of the conclusion of the contract the seller knew or ought to have known of the possibili ty of such redirection or redispatch, examination may be deferred until after the goods have arrived at the new dest Article 39 ( 1)The buyer loses the right to rely on a lack of conformity of the goods if he does not give notice to the seller spe cifying the nature of the lack of conformity within a reasonable time after he has discovered it or ought to have dis covered it
ble inconvenience or unreasonable expense. However, the buyer retains any right to claim damages as provided for in this Convention. Section II. Conformity of the goods and third party claims Article 35 (1) The seller must deliver goods which are of the quantity, quality and description required by the contract and wh ich are contained or packaged in the manner required by the contract. (2) Except where the parties have agreed otherwise, the goods do not conform with the contract unless they: (a) are fit for the purposes for which goods of the same description would ordinarily be used; (b) are fit for any particular purpose expressly or impliedly made known to the seller at the time of the conclusion of the contract, except where the circumstances show that the buyer did not rely, or that it was unreasonable for hi m to rely, on the sellers skill and judgment; (c) possess the qualities of goods which the seller has held out to the buyer as a sample or model; (d) are contained or packaged in the manner usual for such goods or, where there is no such manner, in a manner a dequate to preserve and protect the goods. (3) The seller is not liable under subparagraphs (a) to (d) of the preceding paragraph for any lack of conformity of t he goods if at the time of the conclusion of the contract the buyer knew or could not have been unaware of such lac k of conformity. Article 36 (1) The seller is liable in accordance with the contract and this Convention for any lack of conformity which exists at the time when the risk passes to the buyer, even though the lack of conformity becomes apparent only after that t ime. (2) The seller is also liable for any lack of conformity which occurs after the time indicated in the preceding paragr aph and which is due to a breach of any of his obligations, including a breach of any guarantee that for a period of t ime the goods will remain fit for their ordinary purpose or for some particular purpose or will retain specified quali ties or characteristics. Article 37 If the seller has delivered goods before the date for delivery, he may, up to that date, deliver any missing part or ma ke up any deficiency in the quantity of the goods delivered, or deliver goods in replacement of any non-conformin g goods delivered or remedy any lack of conformity in the goods delivered, provided that the exercise of this right does not cause the buyer unreasonable inconvenience or unreasonable expense. However, the buyer retains any rig ht to claim damages as provided for in this Convention. Article 38 (1) The buyer must examine the goods, or cause them to be examined, within as short a period as is practicable in t he circumstances. (2) If the contract involves carriage of the goods, examination may be deferred until after the goods have arrived at their destination. (3) If the goods are redirected in transit or redispatched by the buyer without a reasonable opportunity for examinat ion by him and at the time of the conclusion of the contract the seller knew or ought to have known of the possibili ty of such redirection or redispatch, examination may be deferred until after the goods have arrived at the new dest ination. Article 39 (1) The buyer loses the right to rely on a lack of conformity of the goods if he does not give notice to the seller spe cifying the nature of the lack of conformity within a reasonable time after he has discovered it or ought to have dis covered it
(2) In any event, the buyer loses the right to rely on a lack of confor mity of the goods if he does not give the seller notice thereof at the latest within a period of two years from the date on which the goods were actually handed ove r to the buyer, unless this time-limit is inconsistent with a contractual period of guarantee Article 40 The seller is not entitled to rely on the provisions of articles 38 and 39 if the lack of conform ity relates to facts of which he knew or could not have been unaware and which he did not disclose to the buyer Article 4 The seller must deliver goods which are free from any right or claim of a third party, unless the buyer agreed to tak e the goods subject to that right or claim. However, if such right or claim is based on industr ial property or other in tellectual property, the sellers obligation is governed by article 42 Article 4 ( I)The seller must del iver goods which are free from any right or claim of a th ird party based on industrial propert y or other intellectual property, of which at the time of the conclusion of the contract the seller knew or could not h ave been unaware, provided that the right or claim is based on industrial property or other intellectual property a)under the law of the State where the goods will be resold or otherwise used, if it was contemplated by the partie s at the time of the conclusion of the contract that the goods would be resold or otherwise used in that State,or (b) in any other case, under the law of the State where the buyer has his place of business (2)The obligation of the seller under the preceding paragraph does not extend to cases where (a) at the time of the conclusion of the contract the buyer knew or could not have been unaware of the right or cla (b)the right or claim results from the sellers compliance with technical drawings, designs, formulae or other such s pecifications furnished by the buyer. Article 43 (1)The buyer loses the right to rely on the provisions of article 41 or article 42 if he does not give notice to the sell er specifying the nature of the right or claim of the third party with in a reasonable time after he has become aware or ought to have become aware of the right or claim (2)The seller is not entitled to rely on the provisions of the preced ing paragraph if he knew of the right or claim of Notwithstanding the provisions of paragraph(1)of article 39 and paragraph (1)of article 43, the buyer may reduce r his failure to give the required notice. Section Ill. Remedies for breach of contract by the seller Article 45 (1) If the seller fails to perform any of his obligations under the contract or this Convention, the buyer may (a)exercise the rights provided in articles 46 to 52: (2)The buyer is not deprived of any right he may have to claim damages by exercising his right to other remedies (3) No period of grace may be granted to the seller by a court or arbitral tribunal when the buyer resorts to a remed y for breach of contract. Article 46 (1)The buyer may require performance by the seller of his obligations unless the buyer has resorted to a remedy w hich is inconsistent with this requirement. (2) If the goods do not conform with the contract, the buyer may require delivery of substitute goods only if the lac
(2) In any event, the buyer loses the right to rely on a lack of conformity of the goods if he does not give the seller notice thereof at the latest within a period of two years from the date on which the goods were actually handed ove r to the buyer, unless this time-limit is inconsistent with a contractual period of guarantee. Article 40 The seller is not entitled to rely on the provisions of articles 38 and 39 if the lack of conformity relates to facts of which he knew or could not have been unaware and which he did not disclose to the buyer. Article 41 The seller must deliver goods which are free from any right or claim of a third party, unless the buyer agreed to tak e the goods subject to that right or claim. However, if such right or claim is based on industrial property or other in tellectual property, the sellers obligation is governed by article 42. Article 42 (1) The seller must deliver goods which are free from any right or claim of a third party based on industrial propert y or other intellectual property, of which at the time of the conclusion of the contract the seller knew or could not h ave been unaware, provided that the right or claim is based on industrial property or other intellectual property: (a) under the law of the State where the goods will be resold or otherwise used, if it was contemplated by the partie s at the time of the conclusion of the contract that the goods would be resold or otherwise used in that State; or (b) in any other case, under the law of the State where the buyer has his place of business. (2) The obligation of the seller under the preceding paragraph does not extend to cases where: (a) at the time of the conclusion of the contract the buyer knew or could not have been unaware of the right or clai m; or (b) the right or claim results from the sellers compliance with technical drawings, designs, formulae or other such s pecifications furnished by the buyer. Article 43 (1) The buyer loses the right to rely on the provisions of article 41 or article 42 if he does not give notice to the sell er specifying the nature of the right or claim of the third party within a reasonable time after he has become aware or ought to have become aware of the right or claim. (2) The seller is not entitled to rely on the provisions of the preceding paragraph if he knew of the right or claim of the third party and the nature of it. Article 44 Notwithstanding the provisions of paragraph (1) of article 39 and paragraph (1) of article 43, the buyer may reduce the price in accordance with article 50 or claim damages, except for loss of profit, if he has a reasonable excuse fo r his failure to give the required notice. Section III. Remedies for breach of contract by the seller Article 45 (1) If the seller fails to perform any of his obligations under the contract or this Convention, the buyer may: (a) exercise the rights provided in articles 46 to 52; (b) claim damages as provided in articles 74 to 77. (2) The buyer is not deprived of any right he may have to claim damages by exercising his right to other remedies. (3) No period of grace may be granted to the seller by a court or arbitral tribunal when the buyer resorts to a remed y for breach of contract. Article 46 (1) The buyer may require performance by the seller of his obligations unless the buyer has resorted to a remedy w hich is inconsistent with this requirement. (2) If the goods do not conform with the contract, the buyer may require delivery of substitute goods only if the lac
k of conformity constitutes a fundamental breach of contract and a request for substitute goods is made either in co njunction with notice given under article 39 or within a reasonable time thereafter (3)If the goods do not conform with the contract, the buyer may require the seller to remedy the lack of conformit y by repair, unless this is unreasonable having regard to all the circumstances. a request for repair must be made ei ther in conjunction with notice given under article 39 or within a reasonable time thereafter. Article 47 (1)The buyer may fix an add itional per iod of time of reasonable length for performance by the seller of his obligat (2)Unless the buyer has received notice from the seller that he will not perform within the period so fixed, the buy er may not, dur ing that period, resort to any remedy for breach of contract. However, the buyer is not deprived ther eby of any right he may have to claim damages for delay in performance Article 48 1)Subject to article 49, the seller may, even after the date for delivery, remedy at his own expense any failure to p erform his obligations, if he can do so without unreasonable delay and without causing the buyer unreasonable inc onvenience or uncertainty of reimbursement by the seller of expenses advanced by the buyer. However, the buyer r etains any right to claim damages as provided for in this Convention. (2) If the seller requests the buyer to make known whether he will accept performance and the buyer does not com ply with the request with in a reasonable time, the seller may perform within the time indicated in his request. The b uyer may not, during that period of time, resort to any remedy which is inconsistent with performance by the seller (3)A notice by the seller that he will perform with in a specified period of time is assumed to include a request, und er the preceding paragraph, that the buyer make known his decision. (4)A request or not ice by the seller under paragraph (2)or(3)of this article is not effective unless received by the Article 49 ( 1)The buyer may declare the contract avoided (a)if the failure by the seller to perform any of his obligations under the contract or this Convention amounts to a f undamental breach of contract, or (b)in case of non-delivery, if the seller does not deliver the goods within the additional period of time fixed by the buyer in accordance with paragraph(1)of article 47 or declares that he will not deliver within the period so fixed (2)However, in cases where the seller has delivered the goods, the buyer loses the right to declare the contract avoi ded unless he does so (a)in respect of late delivery, within a reasonable time after he has become aware that delivery has been made (b)in respect of any breach other than late delivery, within a reasonable time (after he knew or ought to have known of the breach, (i) after the expiration of any additional period of time fixed by the buyer in accordance with paragraph(1)of arti cle 47, or after the seller has declared that he will not perform his obligations within such an additional period; or (ii) after the expiration of any additional period of time indicated by the seller in accordance with paragraph(2)of article 48, or after the buyer has declared that he will not accept performance If the goods do not conform with the contract and whether or not the price has already been paid, the buyer may re duce the price in the same proportion as the value that the goods actually delivered had at the time of the delivery b ears to the value that conforming goods would have had at that time. However, if the seller remedies any failure to rform his oblig ations in accordance with article 37 or article 48 or if the buyer refuses to accept performance by
k of conformity constitutes a fundamental breach of contract and a request for substitute goods is made either in co njunction with notice given under article 39 or within a reasonable time thereafter. (3) If the goods do not conform with the contract, the buyer may require the seller to remedy the lack of conformit y by repair, unless this is unreasonable having regard to all the circumstances. A request for repair must be made ei ther in conjunction with notice given under article 39 or within a reasonable time thereafter. Article 47 (1) The buyer may fix an additional period of time of reasonable length for performance by the seller of his obligat ions. (2) Unless the buyer has received notice from the seller that he will not perform within the period so fixed, the buy er may not, during that period, resort to any remedy for breach of contract. However, the buyer is not deprived ther eby of any right he may have to claim damages for delay in performance. Article 48 (1) Subject to article 49, the seller may, even after the date for delivery, remedy at his own expense any failure to p erform his obligations, if he can do so without unreasonable delay and without causing the buyer unreasonable inc onvenience or uncertainty of reimbursement by the seller of expenses advanced by the buyer. However, the buyer r etains any right to claim damages as provided for in this Convention. (2) If the seller requests the buyer to make known whether he will accept performance and the buyer does not com ply with the request within a reasonable time, the seller may perform within the time indicated in his request. The b uyer may not, during that period of time, resort to any remedy which is inconsistent with performance by the seller. (3) A notice by the seller that he will perform within a specified period of time is assumed to include a request, und er the preceding paragraph, that the buyer make known his decision. (4) A request or notice by the seller under paragraph (2) or (3) of this article is not effective unless received by the buyer. Article 49 (1) The buyer may declare the contract avoided: (a) if the failure by the seller to perform any of his obligations under the contract or this Convention amounts to a f undamental breach of contract; or (b) in case of non-delivery, if the seller does not deliver the goods within the additional period of time fixed by the buyer in accordance with paragraph (1) of article 47 or declares that he will not deliver within the period so fixed. (2) However, in cases where the seller has delivered the goods, the buyer loses the right to declare the contract avoi ded unless he does so: (a) in respect of late delivery, within a reasonable time after he has become aware that delivery has been made; (b) in respect of any breach other than late delivery, within a reasonable time: (i) after he knew or ought to have known of the breach; (ii) after the expiration of any additional period of time fixed by the buyer in accordance with paragraph (1) of arti cle 47, or after the seller has declared that he will not perform his obligations within such an additional period; or (iii) after the expiration of any additional period of time indicated by the seller in accordance with paragraph (2) of article 48, or after the buyer has declared that he will not accept performance. Article 50 If the goods do not conform with the contract and whether or not the price has already been paid, the buyer may re duce the price in the same proportion as the value that the goods actually delivered had at the time of the delivery b ears to the value that conforming goods would have had at that time. However, if the seller remedies any failure to perform his obligations in accordance with article 37 or article 48 or if the buyer refuses to accept performance by
the seller in accordance with those articles, the buyer may not reduce the price (1) If the seller delivers only a part of the goods or if only a part of the goods delivered is in conformity with the co ntract, articles 46 to 50 apply in respect of the part which is missing or which does not conform (2)The buyer may declare the contract avoided in its entirety only if the failure to make del ivery completely or in conformity with the contract amounts to a fundamental breach of the contract. Article 52 (1) If the seller delivers the goods before the date fixed, the buyer may take delivery or refuse to take delivery (2)If the seller delivers a quantity of goods greater than that provided for in the contract, the buyer may take delive ry or refuse to take del ivery of the excess quantity. If the buyer takes delivery of all or part of the excess quantity, h e must pay for it at the contract rate Chapter Ill OBLIGATIONS OF THE BUYER The buyer must pay the price for the goods and take delivery of them as required by the contract and this Conventi Section I. Payment of the price Article 54 The buyers obligation to pay the price includes taking such steps and complying with such formalin ies as may bere quired under the contract or any laws and regulations to enable payment to be made. Article 55 Where a contract has been validly concluded but does not expressly or implicitly fix or make prov ision for determi ning the price, the parties are considered, in the absence of any indication to the contrary, to have impliedly made r eference to the price generally charged at the time of the conclusion of the contract for such goods sold under com parable circumstances in the trade concerned Article 56 If the price is fixed according to the weight of the goods, in case of doubt it is to be determined by the net weight. Article 57 (1) If the buyer is not bound to pay the price at any other particular place, he must pay it to the seller: (a)at the sellers place of business; or (b) if the pay ment is to be made against the handing over of the goods or of documents, at the place where the han (2)The seller must bear any increases in the expenses incidental to payment which is caused by a change in his pla ce of business subsequent to the conclusion of the contract. Article 58 (1)If the buyer is not bound to pay the price at any other specific time, he must pay it when the seller places either the goods or documents controlling their disposit ion at the buyers disposal in accordance with the contract and this Convention. The seller may make such payment a condition for handing over the goods or documents (2)If the contract involves carriage of the goods, the seller may dispatch the goods on terms whereby the goods, or documents controlling their disposition, will not be handed over to the buyer except against payment of the price (3)The buyer is not bound to pay the price until he has had an opportunity to examine the goods, unless the proced ures for delivery or payment agreed upon by the parties are inconsistent with his having such an opportunity Article 59 The buyer must pay the price on the date fixed by or determinable from the contract and this Convention without t he need for any request or compliance with any formality on the part of the seller
the seller in accordance with those articles, the buyer may not reduce the price. Article 51 (1) If the seller delivers only a part of the goods or if only a part of the goods delivered is in conformity with the co ntract, articles 46 to 50 apply in respect of the part which is missing or which does not conform. (2) 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. Article 52 (1) If the seller delivers the goods before the date fixed, the buyer may take delivery or refuse to take delivery. (2) If the seller delivers a quantity of goods greater than that provided for in the contract, the buyer may take delive ry or refuse to take delivery of the excess quantity. If the buyer takes delivery of all or part of the excess quantity, h e must pay for it at the contract rate. Chapter III OBLIGATIONS OF THE BUYER Article 53 The buyer must pay the price for the goods and take delivery of them as required by the contract and this Conventi on. Section I. Payment of the price Article 54 The buyers obligation to pay the price includes taking such steps and complying with such formalities as may be re quired under the contract or any laws and regulations to enable payment to be made. Article 55 Where a contract has been validly concluded but does not expressly or implicitly fix or make provision for determi ning the price, the parties are considered, in the absence of any indication to the contrary, to have impliedly made r eference to the price generally charged at the time of the conclusion of the contract for such goods sold under com parable circumstances in the trade concerned. Article 56 If the price is fixed according to the weight of the goods, in case of doubt it is to be determined by the net weight. Article 57 (1) If the buyer is not bound to pay the price at any other particular place, he must pay it to the seller: (a) at the sellers place of business; or (b) if the payment is to be made against the handing over of the goods or of documents, at the place where the han ding over takes place. (2) The seller must bear any increases in the expenses incidental to payment which is caused by a change in his pla ce of business subsequent to the conclusion of the contract. Article 58 (1) If the buyer is not bound to pay the price at any other specific time, he must pay it when the seller places either the goods or documents controlling their disposition at the buyers disposal in accordance with the contract and this Convention. The seller may make such payment a condition for handing over the goods or documents. (2) If the contract involves carriage of the goods, the seller may dispatch the goods on terms whereby the goods, or documents controlling their disposition, will not be handed over to the buyer except against payment of the price. (3) The buyer is not bound to pay the price until he has had an opportunity to examine the goods, unless the proced ures for delivery or payment agreed upon by the parties are inconsistent with his having such an opportunity. Article 59 The buyer must pay the price on the date fixed by or determinable from the contract and this Convention without t he need for any request or compliance with any formality on the part of the seller
Section II. Taking delivery The buyers obligation to take delivery consists (a)in doing all the acts which could reasonably be expected of him in order to enable the seller to make delivery; a Section Ill. Remedies for breach of contract by the buyer Article 6 (I)If the buyer fails to perform any of his obligations under the contract or this Convention, the seller may (a) exercise the rights provided in articles 62 to 65 (b) provided in articles 74 to 77 (2)The seller is not deprived of any right he may have to claim damages by exercising his right to other remedies (3) No period of grace may be granted to the buyer by a court or arbitral tribunal when the seller resorts to a remed y for breach of contract. Article 62 The seller may require the buyer to pay the price, take delivery or perform his other obligations, unless the seller h as resorted to a remedy which is inconsistent with this requirement. Article 63 (1)The seller may fix an additional period of time of reasonable length for performance by the buyer of his obligat (2)Unless the seller has received notice from the buyer that he will not perform within the period so fixed, the sell er may not, dur ing that period, resort to any remedy for breach of contract. However, the seller is not deprived ther eby of any right he may have to claim damages for delay in performance Article 64 (1)The seller may declare the contract avoide (a)if the failure by the buyer to perform any of his obl igations under the contract or this Convention amounts to a f undamental breach of contract, or (b)if the f article 63, perform his obligation to pay the price or take delivery of the goods, or if he declares that he will not d (2)However, in cases where the buyer has paid the price, the seller loses the right to declare the contract avoided u nless he does so? (a)in respect of late performance by the buyer, before the seller has become aware that performance has been rend (b)in respect of any breach other than late performance by the buyer, within a reasonable time: (i)after the seller knew or ought to have known of the breach, or () after the expiration of any additional period of time fixed by the seller in accordance with paragraph(1)of art le 63, or after the buyer has declared that he will not perform his obligations within such an additional period. Article 65 (I)If under the contract the buyer is to specify the form, measurement or other features of the goods and he fails to make such spec ification either on the date agreed upon or within a reasonable time after receipt of a request from t he seller, the seller may, without prejudice to any other rights he may have, make the specif ication himself in accor dance with the requirements of the buyer that may be known to him (2) If the seller makes the specification himself, he must inform the buyer of the details thereof and must fix a reas
Section II. Taking delivery Article 60 The buyers obligation to take delivery consists: (a) in doing all the acts which could reasonably be expected of him in order to enable the seller to make delivery; a nd (b) in taking over the goods. Section III. Remedies for breach of contract by the buyer Article 61 (1) If the buyer fails to perform any of his obligations under the contract or this Convention, the seller may: (a) exercise the rights provided in articles 62 to 65; (b) claim damages as provided in articles 74 to 77. (2) The seller is not deprived of any right he may have to claim damages by exercising his right to other remedies. (3) No period of grace may be granted to the buyer by a court or arbitral tribunal when the seller resorts to a remed y for breach of contract. Article 62 The seller may require the buyer to pay the price, take delivery or perform his other obligations, unless the seller h as resorted to a remedy which is inconsistent with this requirement. Article 63 (1) The seller may fix an additional period of time of reasonable length for performance by the buyer of his obligat ions. (2) Unless the seller has received notice from the buyer that he will not perform within the period so fixed, the sell er may not, during that period, resort to any remedy for breach of contract. However, the seller is not deprived ther eby of any right he may have to claim damages for delay in performance. Article 64 (1) The seller may declare the contract avoided: (a) if the failure by the buyer to perform any of his obligations under the contract or this Convention amounts to a f undamental breach of contract; or (b) if the buyer does not, within the additional period of time fixed by the seller in accordance with paragraph (1) o f article 63, perform his obligation to pay the price or take delivery of the goods, or if he declares that he will not d o so within the period so fixed. (2) However, in cases where the buyer has paid the price, the seller loses the right to declare the contract avoided u nless he does so: (a) in respect of late performance by the buyer, before the seller has become aware that performance has been rend ered; or (b) in respect of any breach other than late performance by the buyer, within a reasonable time: (i) after the seller knew or ought to have known of the breach; or (ii) after the expiration of any additional period of time fixed by the seller in accordance with paragraph (1) of artic le 63, or after the buyer has declared that he will not perform his obligations within such an additional period. Article 65 (1) If under the contract the buyer is to specify the form, measurement or other features of the goods and he fails to make such specification either on the date agreed upon or within a reasonable time after receipt of a request from t he seller, the seller may, without prejudice to any other rights he may have, make the specification himself in accor dance with the requirements of the buyer that may be known to him. (2) If the seller makes the specification himself, he must inform the buyer of the details thereof and must fix a reas