This case concerned a contract for the sale of sheepskin; a dispute arose when the seller claimed payment of the purchase price for the goods delivered. The buyer refused to pay because the goods did not conform to the contract as the delivered sheepskin could not be dyed. The seller argued, first of all, that it followed from the seller’s general conditions that buyer had given notice of these defects too late. The buyer objected that the general conditions of the seller were not binding in the case at hand.
The court held that since the seller's place of business was in France and the buyer's in the Netherlands, CISG was applicable (Art. 1(1)(a) CISG) to the formation of the sales contract, including the question as to whether the seller´s general conditions became part of the contract.
Art. 23 CISG states that a contract is concluded at the moment when an acceptance of an offer becomes effective in accordance with the provisions of CISG. The court held that the sole fact that the seller’s general conditions were printed on the back of the invoice and that reference was made to the general conditions on the front of the invoice, was not sufficient ground for assuming that the buyer had accepted these conditions. The court concluded that the seller’s general conditions were not applicable to the sales contract.
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