1. INTERNATIONAL SALE OF GOODS International Business Law Olivier BEDDELEEM

2. The Vienna Convention 1) Diversity of applicable laws –Example : effect of an offer in French and in English law 2) Enforcement of agreements 3) Adoption of the Vienna Convention

3. I- Scope A- Conditions of application –1) International Settled in 2 different countries –2) Sale Definition of a sale Professional sales –3) Goods Movable goods Exceptions

4. B- Fields –1) Formation, performance, non-performance –2) Other fields Applicable law Example : capacity to sign a contract, legality of the transaction

5. I- Formation of the sale Intro : Absence of formalism (art 11)

6. A- Offer (art 14-17) –1) Definition –Precision Goods sold Determination of quantity and price Art 55 : Price not determined –Intent Criterion : Acceptance enough to form a contract

7. –2) Effects of an offer –Date of effect Date of reception Retractation Example : French seller sends an offer to a Chinese buyer on Feb 1 to sell 100 computers for 100.000 euros. He promises to keep his offer open for 30 days. The offer arrives in China on Feb 8.

8. –Revocation Determined time for acceptance No determined time for acceptance Example : French seller sends an offer to a Chinese buyer on Feb 1 to sell 100 computers for 100.000 euros. The offer arrives in China on Feb 8.

9. B- Answer to the offer (art 18s-25) –1) Rejection What is rejection ? Effect of rejection –2) Acceptance What is acceptance ? Effect of acceptance Ways of accepting

10. –3) Counter offer and partial acceptance What is a counter-offer ? Effect of a counter-offer Acceptance of material terms

11. II- Performance A- Sellers duties –1) Delivery a) Definition Legal definition and common meaning b) Importance : transfer of risks Example : French Seller sells computers to a Chinese Buyer. The computers get destroyed during the carriage by sea, and destroy the container.

12. c) Place of delivery d) Date of delivery

13. e) Conformity

14. –2) Transfer of property –3) Transfer of documents

15. B- Buyers duties –1) Payment of the price a) Place of payment b) Date of payment

16. –2) Taking delivery and checking

17. –3) Sellers duty to keep the goods a) General duty (art 85) B) Perishable goods (art 88)

18. III- Non-Performance A- Different types of liability –1) Resolution Art 49 Essential breach –2) Damages Art 74s actual loss and loss of profit Art 77 mitigation of damages

19. –3) Anticipated breach (art 71s) –4) Interests (art 78)

20. B- Exoneration of liability –1) Force majeure (art 79) –2) Victims fault (Art 80)