1. MONDAY, OCTOBER 4, 2010 General Overview of the CISG

2. 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 79 th when the CISG becomes effective there on January 3 rd, 2013 Major Holdouts: India, Brazil, England

3. 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

4. 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

5. 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

6. 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

7. 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

8. 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

9. 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

10. 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

11. 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

12. 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)

13. Online Resources Print Resources Electronic Library on International Commercial Law and the CISG (Pace University) 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 Thesaurus of issues CISG Full Text 2012 UNCITRAL Digest on Case Law 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