TUESDAY, OCTOBER 14, 2014 General Overview of the CISG

Brief History The CISG was developed by UNCITRAL and signed in Vienna in 1980  The CISG replaced the less successful ULIS Went into force in January 1988 As of June 13, 2014, UNCITRAL reports that 81 States have adopted the CISG From the UNCITRAL website: “The purpose of the CISG is to provide a modern, uniform and fair regime for contracts for the international sale of goods.”

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 (Not an opt IN clause-- opt OUT clause) 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 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

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 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 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. 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

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 Section II. Conformity of the Goods and Third Party Claims  Arts Section III. Remedies for Breach of Contract by the Seller  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 Section I. Payment of the Price  Arts Section II. Taking Delivery  Art. 60 Section III. Remedies for Breach of Contract by the Buyer  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 Articles explain when the risk of loss transfers from the seller to the buyer in various types of transactions 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 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 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 Structure of the CISG

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) Was there a breach of contract? Was it fundamental? (Art. 25) Was there a modification? (Art. 29) What are the seller’s obligations? (Art. 30) What is the standard for non-conformity? (Art. 35) Is there a Choice of Law Clause? If so- what does it say?

International Uniformity “… a modern, uniform and fair regime” (UNCITRAL website) Adds significantly to the certainty and predictability of international sales contracts When interpreting the CISG, a party must interpret it with the idea of uniformity in mind

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 Kroll/Mistelis/Viscasillas Commentary on the CISG How to Research CISG issues