General Overview of the CISG Monday, October 4, 2010

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 79 when it becomes effective January 3rd, 2013 Major Holdouts: India, Brazil, England

Structure of the CISG 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 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

Structure of the CISG Articles 7-13 explain how to interpret various facts, evidence, and the text of the convention Art. 7 –interpreting the test of the convetion Art. 8 – interpreting statements of the parties Art. 9 - Trade Usage Art. 11 – No Writing Requirement* 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 Structure of the CISG 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 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? Structure of the CISG 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 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 Structure of the CISG 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 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 Section II. Taking Delivery Structure of the CISG 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 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

Structure of the CISG Articles 65-70 explain when the risk of loss transfers from the seller to the buyer in various types of transactions 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. Interest Section 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

Art. 95 – Reserving nations will not be bound by Art. 1(1)(b) Structure of the CISG 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 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

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)

How to Research CISG issues Online Resources Print Resources Electronic Library on International Commercial Law and the CISG (Pace University) Database od CISG decisions sorted by Year, by Issue, and by Forum 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