A Vietnamese seller and a Dutch buyer (acting through a French company as its agent) entered into a contract for the supply of rice. The contract did not contain a choice of law clause, but did provide for the application of the Incoterms 1990 (with respect to the price) and of the Uniform Customs and Practice for Documantary Credits (UCP) 500 (with respect to force majeure).
In the Arbitral Tribunal's view, the reference to both the Incoterms and the UCP indicated the parties' intent that their contract be governed by trade usages and generally accepted principles of international trade. It therefore decided to apply, with respect to the issues not regulated by either Incoterms or the UCP, the 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) and the UNIDROIT Principles, as evidencing admitted practices under international trade law.
Thus, with respect to the determination of the amount of damages, the Arbitral Tribunal referred to both Art. 76 CISG and Art. 7.4.6 of the UNIDROIT Principles in order to award claimants the difference between the contract price and the market price at the time the contract was terminated. |