1. General Overview of the CISG
Monday, October 4, 2010

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

3. 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

4. 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

5. Articles 14-24 answer whether there is a contract and what it contains
Structure of the CISG
Articles answer whether there is a contract and what it contains
Arts – 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

6. 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

7. 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
Section II. Conformity of the Goods and Third Party Claims
Arts
Section III. Remedies for Breach of Contract by the Seller
Arts
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

8. Section I. Payment of the Price Section II. Taking Delivery
Structure of the CISG
Section I. Payment of the Price
Arts
Section II. Taking Delivery
Art. 60
Section III. Remedies for Breach of Contract by the Buyer
Arts
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

9. Structure of the CISG
Articles 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

10. Section I. Anticipatory Breach and Installment Contracts
Arts
Section II. Damages
Arts
Section III. Interest
Section IV. Exemptions
Arts
Section V. Effects of Avoidance
Arts
Section VI. Preservation of the Goods
Arts
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

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

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. 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