General Overview of the CISG TUESDAY OCTOBER 16

General Overview of the CISG TUESDAY, OCTOBER 16, 2015

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 December 29, 2015, UNCITRAL reports that 84 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. ”

Structure of the CISG �Articles 1 -6 answer the basic I. I Sphere of Application question of when the CISG applies to a transaction I. II General Provisions II Formation of the Contract III. I General Provisions III. II Obligations of the Seller 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. 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 �Articles 7 -13 explain how to I. I Sphere of Application interpret various facts, evidence, and the text of the convention I. II General Provisions II Formation of the Contract III. I General Provisions III. II Obligations of the Seller 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. 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 �Articles 14 -24 answer whether I. I Sphere of Application there is a contract and what it contains I. II General Provisions II Formation of the Contract III. I General Provisions III. II Obligations of the Seller 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 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 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 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 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 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 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 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 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 �Section I. Anticipatory Breach and Installment 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 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 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 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 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

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

How to Research CISG issues Online Resources Print Resources � Electronic Library on � Schlechtriem & Schwenzer International Commercial Law and the CISG (Pace University) Database old CISG decisions sorted by Year, by Issue, and by Forum Thesaurus of issues � CISG Full Text � 2012 UNCITRAL Digest on Case Law Commentary on the CISG � Honnold & Flechtner Uniform Law of International Sales Under the CISG � Kroll/Mistelis/Viscasillas Commentary on the CISG