1. The CISG – A Fair Balance of the Interests of Seller and Buyer
Prof. Dr. Ingeborg Schwenzer, LL.M.
Basel/Switzerland

2. Overview Introduction Conformity of the goods
- Historical development in legal systems
- Non-conformity under the CISG
- Examination and notice
Remedies upon breach of contract
- Structure of remedies
- Damages
- Avoidance
Conclusion

3. Introduction Bargaining situation in international sales contracts
CISG: 83 member states
Covering 80% of world trade
Fair balance of interests

4. Conformity of the goods – Domestic legal systems
Civil law systems: Roman law
Caveat emptor
Distinction peius and aliud
Defects in quality and quantity
Mixed contracts
Examination and notice

5. Conformity of the goods – the CISG
Simplifying structure, accommodating to differences in international trade
Broad notion of non-conformity – subtle distinctions unnecessary
Starting point: the contract
Fitness for particular purpose
Fitness for ordinary purpose

6. Conformity of the goods – Examination and notice
General duty to examine and give notice
Highly debated issues at Vienna Conference
Wording more liberal than in domestic laws
Reasonable excuse for failure to give notice
Evaluation of CISG notice provisions
Application in different legal systems

7. Remedies - Structure
Cause-oriented approach v. breach-of-contract approach
Cause-oriented approach: favouring the party in breach
Breach-of-contract approach: outcome more predictable
Sheer structure of remedies

8. Remedies - Damages
Civil law legal systems: favouring party in breach (fault principle, damages only under certain conditions, recoverable losses)
Common law legal systems: favouring aggrieved party (damages primary remedy, strict liability, contemplation rule)
CISG compromise: strict liability, exemption in case of impediment, full compensation principle

9. Remedies - Avoidance
Domestic legal systems: chaotic differences (means to avoid a contract, preconditions for avoidance)
CISG: avoidance ultima ratio remedy
Fundamental breach
Fault irrelevant, foreseeability
Nachfrist-principle
Avoidance by declaration

10. Conclusion CISG story of worldwide success Role model for lawmaking
Flexible rules, accommodate interests of both parties
Reasonableness
No need to resort to notions of good faith

11. Muito obrigada para sua atenção.