Monday, October 4, 2010

General Overview of the CISG

Brief History

The CISG was developed by UNCITRAL and signed in Vienna in 1980 The CISG replaced the less successful ULIS

There are currently 78 Signatory Nations San Marino will be the 79th when the CISG becomes

effective there on January 3rd, 2013

Major Holdouts: India, Brazil, England

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 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

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 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*

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

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

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 transmission of communications

Art. 29 – Modification of contracts

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

Section I. Delivery of the Goods and Handing Over of Documents Arts. 31-34

Section II. Conformity of the Goods and Third Party Claims Arts. 35-44

Section III. Remedies for Breach of Contract by the Seller Arts. 45-52

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

Section I. Payment of the Price Arts. 54-59

Section II. Taking Delivery Art. 60

Section III. Remedies for Breach of Contract by the Buyer Arts. 61-65

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 65-70 explain when the risk of loss transfers from the seller to the buyer in various types of transactions

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

Section I. Anticipatory Breach and Installment Contracts Arts. 71-73

Section II. Damages Arts. 74-77

Section III. InterestSection IV. Exemptions

Arts. 79-80

Section V. Effects of Avoidance Arts. 81-84

Section VI. Preservation of the Goods Arts. 85-88

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 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 choose to have a writing requirement when they have such a domestic requirement

Structure of the CISG

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)What are the seller’s obligations? (Art. 30)What is the standard for non-conformity? (Art. 35)Did the buyer properly inspect the goods? (Art. 38)Was there proper notice of the non-conformity? (Art. 39)

Online ResourcesOnline Resources Print ResourcesPrint Resources

Electronic Library on International Commercial Law and the CISG (Pace University) Database old CISG

decisions sorted by Year, by Issue, and by Forum

Thesaurus of issues CISG Full Text 2012 UNCITRAL Digest on

Case Law

Schlechtriem & Schwenzer Commentary on the CISG

Honnold & Flechtner Uniform Law of International Sales Under the CISG

How to Research CISG issues