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General Overview of the CISG

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

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General Overview of the CISG

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  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 the 79th when the CISG becomes effective there on 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 text of the convention • 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. Structure of the CISG • 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 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. 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. Structure of the CISG • 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 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. Structure of the CISG • 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 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 65-70 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. Structure of the CISG • Section I. Anticipatory Breach and Installment Contracts • 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 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. Structure of the CISG • 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 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 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

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