Download - Overview of Cisg
Monday, October 4, 2010
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
There are currently 78 Signatory Nations San Marino will be the 79th when the CISG becomes
effective there on January 3rd, 2013
Major Holdouts: India, Brazil, England
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
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 14-24 answer whether there is a contract and what it contains 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.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. 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.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.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
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. 71-73
Section II. Damages Arts. 74-77
Section III. InterestSection 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.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
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)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)
Online ResourcesOnline Resources Print ResourcesPrint Resources
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 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
How to Research CISG issues