Subject

Subject	Article
ACCEPTANCE
acknowledgment of receipt of offer, does not constitute acceptance	18
acceptance with modifications, modified acceptance	19
battle of forms	19
counter offer	19
letter of confirmation, writings in confirmation, Bestätigungsschreiben	4 | 9 | 18
material modifications, non material modifications	19
delay in transmission	21
is nevertheless effective	21
by conduct	18
late acceptance	18 | 21
of an oral offer	18
requirements	18
silence or inactivity	18
time of effectiveness	18 | 24
time limits	20
withdrawal of acceptance	22
see COMMUNICATIONS, FORMATION OF CONTRACT, GAPS IN CONVENTION, GENERAL
PRINCIPLES OF CONVENTION, OFFER
ADDITIONAL PERIOD OF TIME
damages for delay in performance	47 | 63
fixed by the buyer	47
fixed by the seller	63
see AVOIDANCE, BREACH OF CONTRACT, DAMAGES
AGREEMENT TO ARBITRATE
application of Convention to determine existence	1
ALIUD PRO ALIO
see also CONFORMITY OF THE GOODS
ANTICIPATORY BREACH
see AVOIDANCE, SUSPENSION OF PERFORMANCE
APPLICATION OF THE CONVENTION
autonomy of the parties	6
conclusion of contract before entry into force	100
material scope of Convention	1
agreements to agree, Vorvertrag, contratto preliminare	7
contract of sale of goods	1
quota of a company	1 | 2
software, hardware	1
barter, counter-trade transactions	1
contracts for supply of goods to be assembled	3
contracts for supply of goods to be manufactured or produced	3
distribution contracts, distributorship agreements	1
franchising	1
mixed contracts for supply of goods and services	3
turnkey and product-in-hand contracts, works contracts	3
contracts similar to contract of sale	1 | 3
culpa in contrahendo	7
formation of contract	4
international character of contract of sale	1
matters not expressly settled	7
rights and obligations of the seller and of the buyer	4
by virtue of rules of private international law	1
Convention applicable as 'lex mercatoria'	1
parties' choice of Convention as governing law of contract	1
parties' choice of law of Contracting State	1
parties' place of business in different Contracting States	1
material scope of Convention	2 | 3 | 4 | 7
parties' nationality, irrelevance	1
territorial scope of Convention	1
undisclosed foreign principal	1
see AUTONOMY OF PARTIES, EXCLUSIONS FROM CONVENTION, GAPS, PLACE OF BUSINESS
AUTONOMY OF THE PARTIES
parties' choice of law of Contracting State	1
parties' choice of law of non-Contracting State	6
general principle of the Convention	7
limits	6
limits on formal requirements	12 | 29 | 96
limits	12
total or partial exclusion of the Convention	6
AVOIDANCE OF THE CONTRACT
anticipatory breach	72
by buyer	49
loss of right in respect of delivery	49
loss of right in respect of restitution	82
retention of other remedies	83
no period of grace	45
requirements	42
seller's offer to cure	48
loss of right in respect of payment	64
period of grace not to be granted by court or arbitral tribunal	61
requirements	64
form of notice of declaration of avoidance	26
implied declaration of avoidance	26
effects on contractual provisions	81
by seller	64
effective by notice of declaration of avoidance	26
effects of avoidance	81
partial avoidance	51
restitution	81
time of avoidance	49 | 64
see ADDITIONAL PERIOD OF TIME, BREACH OF CONTRACT, COMMUNICATIONS,
EXEMPTIONS, RESTITUTION, SUSPENSION OF PERFORMANCE
BREACH OF CONTRACT
by seller	45
failure of delivery	49
fundamental breach	49
late delivery	49
partial breach	51
fundamental breach	64
late performance	64
non performance	64
partial breach	64
breach of secondary obligation	25 | 49
by buyer	61
caused by other party	80
effects	81
fundamental breach in general	25
fundamental breach and passing of risk	70
see REMEDIES FOR BUYER'S AND SELLER'S BREACH
BURDEN OF PROOF
general principle in CISG	7
matter excluded from CISG	4
in case of non conformity of the goods	35
proof of defects	35
proof of examination	38
proof of notice of non conformity	39 | 44
in case of non conformity of the goods	36
in case of third party rights on goods	42
in case of damages	74
in case of rejection of the goods	86
BUYER'S OBLIGATIONS
examination of goods	38
payment of price	53
preservation of the goods	86
specification of the goods	65
taking delivery	53
see AUTONOMY OF THE PARTIES, DUTY TO COOPERATE, EXAMINATION OF GOODS,
PAYMENT OF PRICE, PRICE, PRACTICES, SPECIFICATION OF GOODS,
TAKING DELIVERY, USAGES
CANCELLATION
see AVOIDANCE OF THE CONTRACT
CARRIAGE
examination of goods	38
insurance	32
passing of risk	67 | 68 | 69
seller's obligations	31 | 32
time of payment	58
COMMUNICATIONS
receipt rule	24
offer, acceptance, indication of intention	24
notice of impediment of performance	79
notice or request of cure of non conformity	48
notice of specification of goods by seller	65
notice of consignment of the goods	27 | 32
notice of declaration of avoidance	26 | 27
notice of lack of conformity	27 | 39
notice of intention to sell goods	88
notice of intention to suspend performance	71
notice of third's party right or claim	27 | 43
dispatch rule	27
failure of notices	39 | 43
see specific topics, AUTONOMY OF THE PARTIES, FORMAL REQUIREMENTS, LANGUAGE
CONCLUSION OF CONTRACT
see FORMATION OF CONTRACT
CONFORMITY OF THE GOODS
aliud pro alio	35
burden of proof of non conformity	35
defective goods	35
description	35
fitness for ordinary use	35
fitness for particular purpose	35
quality	35
quantity	35 | 37
package, packaging	35
partial conformity	51
public authority directives	35
relation to remedies of domestic law	4
remedies for mistake as to quality of goods	35
remedies for innocent misrepresentation as to quality of goods	35
excluded	35
when goods have to be conforming	36
relation to remedies of domestic law	35
sample, model	35
seller's liability	25 | 36 | 46
see CURE OF NON CONFORMITY, EXAMINATION OF GOODS, NOTICE OF NON
CONFORMITY, REMEDIES FOR SELLER'S BREACH
CREDITWORTHINESS
see SUSPENSION OF PERFORMANCE
CULPA IN CONTRAHENDO
see APPLICATION OF CONVENTION, PRECONTRACTUAL LIABILITY, RELIANCE
CURE OF NON CONFORMITY
in documents	34
in goods	37
cure not accepted	49
in goods	48
see AVOIDANCE, CONFORMITY, DAMAGES
DAMAGES
buyer's claim	45
damages caused by seller's right to cure non conformity	34 | 37 | 48 | 74
price reduction	50
currency	74
current price	76
mitigation of loss	77
substitute transactions, replacement transactions	75
time and place	74
devaluation of currency	74
interest	78
loss of profit non recoverable	44
calculation	74
causation	74
consequential damages	74
delay in performance	47 | 63
exemption from liability	79
fault not relevant	45
forseeability	74
liquidated damages clause (agreed payment for non performance)	74
loss of profit	74
mitigation of loss, duty to mitigate	77
penalty clause	74
punitive damages	74
seller's claim	61
see EXEMPTIONS, PRICE REDUCTION
DECLARATIONS
see FINAL PROVISIONS
DELIVERY OF THE GOODS
seller's obligation to deliver the goods	30
contract involves carriage of the goods	32
notice of consignment	32
period fixed by contract	33
delay in delivery	49
delivery before time	52
excess delivery	52
incoterms	31
partial delivery	51
place of delivery, place of handing over of the goods	31
subsequent integration or replacement	37
time of delivery	33
see PLACE OF BUSINESS, PASSING OF RISK, PRACTICES, TAKING DELIVERY,
USAGES
DEPOSIT OF THE GOODS
see PRESERVATION OF THE GOODS
DOCUMENTS
buyer's obligation to take documents	53
non-conformity with contract	58
seller's obligation to hand over documents	34
documents against payment	58
DOMESTIC LAW
formal requirements of the contract	12
gaps in Convention	7
interest rate	78
liability issues	4 | 5
limitation period, prescription	4
penalty clause	4
other matters excluded from Convention	4 | 5 | 6
place of conclusion of contract	7
property in goods	4
recognized industrial or other intellectual property on goods sold	42
specific performance	28
validity issues (fraud, capacity, coercion, duress, mistake)	4
DUTY TO COOPERATE
general principle of Convention	7
buyer's duty to accept performance	48
buyer's duty to preserve the goods	86
buyer's duty to take delivery	60
mitigation of loss, duty to mitigate	77
seller's duty to provide information for insurance	32
seller's duty to identify goods in case of carriage	32 | 67
seller's duty to preserve the goods	85
seller's duty to specify goods	65
see REMEDIES FOR SELLER'S BREACH
ERROR
see MISTAKE
ESTOPPEL
general principle of Convention	7
EVIDENCE
evidence of contract	11
no evidence rule in the Convention	11
exception (formal requirements determined by applicable domestic law)	96
see also BURDEN OF PROOF
EXAMINATION OF THE GOODS
buyer's obligation to examine the goods	38
inspection of the goods	38
proper examination of the goods	38
right not to pay before examination	58
time of examination	38
as soon as practicable under the circumstances	38
at a later time	38
sale involving carriage of goods	38
sale involving redirection in transit or redispatch by buyer	38
see AUTONOMY OF THE PARTIES, CONFORMITY OF GOODS,
NOTICE OF NON CONFORMITY, REMEDIES FOR SELLER'S BREACH
EXCLUSIONS FROM THE CONVENTION
matters expressly excluded	2
auction sales	2
consumer sales	2
death or personal injury, product liability	5
electricity	2
execution sales; sales by authority of law	2
property in goods	4
reservation of title clause, Eigentumsvorbehalt,	4 | 30
clause de réserve de la propriété	4 | 30
money	2
validity of settlement agreement	4
quota of a company	1 | 2
sales with supply of labour or other services	3
sales with supply of material by buyer	3
ships, vessels, hovercraft, aircraft	2
stocks, shares, investment securities, negotiable instruments,	2
validity issues	4
agency	4 | 7
assignment	4 | 7
capacity of the parties	4 | 7
condition	4
forum selection clause	4
hardship	4
limitation period, prescription	4 | 7 | 39
misrepresentation, fraud	4
novation	4
set-off, compensation	4 | 7
matters expressly excluded	3 | 4 | 5
other matters not expressly excluded	4 | 5 | 6 | 7
see AUTONOMY OF THE PARTIES, DOMESTIC LAW
EXEMPTIONS
effects	79
damages	79
other remedies	79
temporary impediment	79
factum principis, act of public authority	79
force majeure, Höhere Gewalt	79
frustration	79
hardship, gross inequity, imprévision, Wegfall der Geschäftsgrundlage,	79
eccessiva onerosità sopravvenuta	79
impediment	79
notice of impediment	79
strike	79
third party contractor	79
FACTUM PRINCIPIS
see EXEMPTIONS
FAVOR CONTRACTUS
general principle of Convention	7
anticipatory breach	71 | 72
avoidance	49 | 64
cure of non conformity in documents	34
cure of non conformity in goods	37 | 48
declaration of avoidance	26
fundamental breach of contract	25
modified acceptance	19
partial performance	51
price reduction	44 | 50
FINAL PROVISIONS
accession	91
denunciation	101
depositary	89
entry into force	99
for single contract	100
applicability of Convention based on private international law	95
requirements	97
States having same legal rules	94
time	97
withdrawal	97
written form	96
federal entities	93
prevalence of other international agreements	90
ratification	91
reservations	92 | 98
revision	90
signature	91
see APPLICATION OF THE CONVENTION, AUTONOMY OF THE PARTIES, EXCLUSIONS
FROM CONVENTION, INTERPRETATION OF CONVENTION
FIRST MATERIAL BREACH
see SUSPENSION OF PERFORMANCE
FORCE MAJEURE
see EXEMPTIONS
FORM OF CONTRACT
see FORMAL REQUIREMENTS
FORMAL REQUIREMENTS
freedom	11
written form	6
exceptionally required	6 | 12 | 29 | 96
telegram and telex	13
telefax, electronic data exchange, etc.
written form	12 | 29 | 96
see AUTONOMY OF THE PARTIES, GENERAL CONDITIONS OF CONTRACT
STATUTE OF FRAUDS
FORMATION OF CONTRACT
evidence	1
formal requirements	11
in case of late acceptance	21
in case of modified acceptance	19
in general	4
letter of confirmation	4 | 9 | 18
open price contract	14 | 55
place of conclusion of contract	23
time of conclusion of contract	23
sequence of offer and acceptance	23
when acceptance becomes effective (receipt rule)	18
relation to mail-box rule	18 | 24
when acceptance becomes effective (receipt rule)	24
usages, relevance of	9
see ACCEPTANCE, AUTONOMY OF THE PARTIES, COMMUNICATIONS, GAPS IN
CONVENTION, GENERAL CONDITIONS OF CONTRACT, OFFER, PRECONTRACTUAL LIABILITY
FRAUD
see DOMESTIC LAW, EXCLUSIONS FROM THE CONVENTION
FRUSTRATION
see EXEMPTIONS
FULL COMPENSATION
general principle of Convention	74 | 78
FUNDAMENTAL BREACH
see BREACH OF CONTRACT
GAPS IN THE CONVENTION
gap filling methods	7
reference to UNIDROIT Principles of International Commercial Contracts	7
see GENERAL PRINCIPLES OF CONVENTION, PRIVATE INTERNATIONAL LAW
GENERAL CONDITIONS OF CONTRACT
application of domestic law	4
battle of forms	19
formal requirements	11
formation of contract	14 | 18
interpretation of contract	8
usages	9
GENERAL PRINCIPLES OF CONVENTION
see GOOD FAITH, FAVOR CONTRACTUS, REASONABLENESS, RELIANCE, AUTONOMY
OF THE PARTIES, FORMAL REQUIREMENTS, DUTY TO COOPERATE, ESTOPPEL,
MITIGATION OF LOSS, FULL COMPENSATION
GOOD FAITH IN INTERNATIONAL TRADE
general principle of Convention	7
see INTERPRETATION OF THE CONVENTION, specific topics
GROSS INEQUITY
see EXEMPTIONS
HARDSHIP
see EXEMPTIONS
INCOTERMS
see DELIVERY OF THE GOODS, USAGES
INDUSTRIAL PROPERTY
see DOMESTIC LAW, SELLER'S OBLIGATIONS, THIRD PARTY CLAIMS
INSPECTION
see EXAMINATION OF GOODS
INSTALMENT CONTRACTS
avoidance	73
restitution	81
see AVOIDANCE
INTELLECTUAL PROPERTY
see DOMESTIC LAW, SELLER'S OBLIGATIONS, THIRD PARTY CLAIMS
INTEREST
interest rate	78
in case of refund of price	84
right to interest	78
time of accrual of interest	78
see AVOIDANCE, DAMAGES, DOMESTIC LAW, PAYMENT OF PRICE
INTERPRETATION OF CONTRACT
conduct, intent, statements of the parties	8
parol evidence rule	8
practices established between parties	8
usages	8 | 9
use of merger clause (integration clause)	8
see GENERAL CONDITIONS OF CONTRACT
INTERPRETATION OF CONVENTION
autonomous interpretation	7
analogy	7
domestic law, exclusion of	7
good faith	7
international character of Convention	7
uniformity in application	7
see GAPS IN CONVENTION
JURISDICTION
place of delivery and jurisdiction	31 | 60
place of payment and jurisdiction	57
place of performance of other obligations and jurisdiction	74
LACK OF CONFORMITY
see CONFORMITY OF GOODS
LANGUAGE
Of contract and communications	24
LETTER OF CONFIRMATION
see ACCEPTANCE, FORMATION OF CONTRACT, USAGES
LEX MERCATORIA
see APPLICATION OF THE CONVENTION, USAGES
MAIL BOX RULE
see FORMATION OF CONTRACT
MISREPRESENTATION
see EXCLUSIONS FROM THE CONVENTION, CONFORMITY OF THE GOODS
MISTAKE
autonomy of the parties	6 | 14
in expression and interpretation	8
relation to remedies of domestic law	4
mistake as to quality of goods	35
validity issue	4
see CONFORMITY OF GOODS, DOMESTIC LAW, EXCLUSIONS FROM THE CONVENTION
MITIGATION OF LOSS
general principle of Convention	7
in reliance on breach of contract	77
preservation of goods	85 | 86 | 87 | 88
cover sale
substitute transactions, replacement transactions, cover purchase,	75 | 77
see also DAMAGES
MODIFICATION OF CONTRACT
by agreement of the parties	29
formal requirements	29
no oral modification clause	29
written modification clause	29
NACHFRIST
see ADDITIONAL PERIOD OF TIME
NATIONALITY OF PARTIES
irrelevant on application of the Convention	1
NOTICE OF NON CONFORMITY
failure to give timely notice	39
buyer's reasonable excuse	44
contractual agreement for different period of guarantee	39
reasonable time	39
two year limit	39
seller's knowledge of non conformity	40
specification of nature of lack of conformity	39
time of notice	39
waiver of defense that notice is not timely	39
see CONFORMITY OF GOODS, EXAMINATION OF GOODS, REMEDIES FOR
SELLER'S BREACH
OFFER
invitation to make offer	14
irrevocable	16
public	14
rejection	17
requirements	14
definiteness of offer	14
determination of quantity	14
determination of price	14 | 55
indication of nature of goods	14
revocation of offer	16
termination	17
time when offer becomes effective	15 | 24
withdrawal of offer, even if irrevocable	15
see ACCEPTANCE, COMMUNICATIONS, GAPS IN CONVENTION, GENERAL PRINCIPLES
OF CONVENTION
PASSING OF RISK
breach of contract by buyer	69
breach of contract by seller	70
carriage of goods	67
effects	66
goods sold in transit	68
identification of goods	67
residual rules	69
time of passing of risk	67
see CARRIAGE, DELIVERY, USAGES
PAYMENT OF PRICE
buyer's obligation	53
currency of payment	53
forms of payment (cheque, fund transfers)	53
obligations associated with payment of price	54
documentary credit	54
letter of credit	54
place of payment	57
right to interest	78
time of payment	58 | 59
see AUTONOMY OF THE PARTIES, PRICE, PRICE REDUCTION, USAGES
PLACE OF BUSINESS
concept of place of business	1
choice among multiple places	10
determination	10
habitual residence	10
PRACTICES
relevance of practices between the parties	9
course of dealing	9
see INTERPRETATION OF CONTRACT
PRECONTRACTUAL LIABILITY
Good faith in negotiations	7
see APPLICATION OF CONVENTION, RELIANCE
PRESERVATION OF THE GOODS
buyer's duty	86
rapid deterioration of the goods	87
seller's duty	85
types	87
deposit in warehouse	87
sale	88
types	88
see RETENTION OF GOODS
PRICE
current price (way of calculating damages)	76
offer	14
refund	84
unstated price	14
open price contracts	14 | 55
unstated price	55
weight of goods	56
see PAYMENT OF PRICE, PRICE REDUCTION
PRICE REDUCTION
buyer's right to reduce the price	44 | 50
calculation of reduction	50
see EXEMPTIONS
PRIVATE INTERNATIONAL LAW
application of Convention	1
gaps in Convention	7
renvoi	1
see DOMESTIC LAW
PRODUCT LIABILITY
see EXCLUSIONS FROM THE CONVENTION
REASONABLENESS
general principle of Convention	7
see ACCEPTANCE, AVOIDANCE, BREACH OF CONTRACT, CONFORMITY, DAMAGES,
DELIVERY, EXEMPTIONS, INTERPRETATION OF CONTRACT, OFFER, PRESERVATION
OF THE GOODS, SELLER'S AND BUYER'S OBLIGATIONS, SPECIFIC PERFORMANCE
REBUS SIC STANTIBUS
see EXEMPTIONS
REJECTION OF THE GOODS
for breach of contract	86
see AVOIDANCE, PRESERVATION OF THE GOODS
RELIANCE
breach of contract	77
culpa in contrahendo	7
delay or error in transmission of communications	27
failure to perform	80
irrevocable offer	16 | 18
mitigation of loss	77
non conformity	35 | 38
REMEDIES FOR BUYER'S BREACH
remedies	61
avoidance	64
restitution of the goods	84
damages, interest	74 | 78
fixing additional period of time for performance	63
request for performance	28 | 62
cumulation of remedies	61
period of grace not to be granted by court or arbitral tribunal	61
see ADDITIONAL PERIOD, AVOIDANCE, DAMAGES, EXEMPTIONS, SPECIFIC
PERFORMANCE, SPECIFICATION
REMEDIES FOR SELLER'S BREACH
remedies	45
avoidance of contract	25
refund of price	84
interest on refunded price	84
buyer's duty to cooperate	46
unsuccessful repair	46
avoidance of contract	49
damages	74
fixing additional period of time for performance	47
request for performance	28 | 46
price reduction	50
repair of non conforming goods	46
substitution of goods, replacement of defective goods	46
remedies for non conformity	45
cumulation of remedies	45
partial performance	51
loss of right	39 | 43 | 44
period of grace not to be granted by court or arbitral tribunal	45
see ADDITIONAL PERIOD, AVOIDANCE, CONFORMITY, DAMAGES, EXEMPTIONS,
PRICE REDUCTION, SPECIFIC PERFORMANCE, THIRD-PARTY CLAIMS
RESTITUTION
benefits received	84
generally	81
impossibility	82
exceptions	82
interest on refunded price	84
see AVOIDANCE
RETENTION OF GOODS
buyer's right	86
seller's right	85
RISK OF LOSS
see PASSING OF RISK
SCOPE OF CONVENTION
see APPLICATION OF CONVENTION
SELLER'S OBLIGATIONS
delivery of the goods	30
goods conforming to the contract	35 | 36 | 37
goods free from third parties' rights or claims	41 | 42
retention of title clause, Eigentumsvorbehalt, clause de réserve	4 | 30
de la propriété	4 | 30
notice of consignment of goods	32
hand over documents	30 | 34
identification of the goods	32
preservation of the goods	85
transfer of property	30
arrange carriage	31
see CARRIAGE, CONFORMITY, DELIVERY OF GOODS, DOMESTIC LAW,
DUTY TO COOPERATE, PRACTICES, PRESERVATION OF THE GOODS, USAGES
SPECIFIC PERFORMANCE
buyer's right	46
request of substitute goods	46
restitution	81 | 82
repair	46
limits	28
seller's right	62
see BREACH OF CONTRACT, COMMUNICATIONS, CONFORMITY, EXEMPTIONS
REMEDIES
SPECIFICATION OF GOODS
buyer's obligation	65
by seller	65
STANDARD TERMS
see GENERAL CONDITIONS OF CONTRACT
STATUTE OF FRAUDS
replaced by CISG	11
STOPPAGE
see SUSPENSION OF PERFORMANCE
SUSPENSION OF PERFORMANCE
notice of intention to suspend performance	71
requirements	71
right to suspend performance	71
see AVOIDANCE
TAKING DELIVERY OF GOODS
buyer's obligation	54 | 60
delay or failure	85
documentary sales	53
place and time of taking of delivery	31 | 53 | 60
preparatory activities	60
refusal	53
TERMINATION OF THE CONTRACT
by agreement of the parties	29
formal requirements	29
see AVOIDANCE OF THE CONTRACT
THIRD PARTY CLAIMS
industrial or intellectual property	42
invalid claims	41
notice to the seller	43
failure	43
excused	44
parties' autonomy	41
TIME PERIODS
additional period of time for performance	47 | 63
period of grace not granted	45 | 61
time for acceptance	18
beginning and calculating of periods	20
time for acceptance	20
time for examination of the delivered goods	38
time to give notice of non conformity of the goods	39
time of avoidance	49 | 64
time of delivery	33
time of handing over documents	34
time of payment	58 | 59
see ACCEPTANCE, DELIVERY, DOCUMENTS, CONFORMITY
TRANSFER OF PROPERTY
see EXCLUSIONS FROM THE CONVENTION, SELLER'S OBLIGATIONS
TRANSFER OF PROPERTY
USAGES
conclusion of contract by letter of confirmation	9
incoterms	9
carriage of goods	32
delivery of goods	31
notice	32
place	31
taking delivery	53
time	33
documents	34
interpretation	9
time of payment of price	58
intent of party	8
lex mercatoria	1
relevance of usages	9
validity	4
see DOMESTIC LAW, GENERAL CONDITIONS OF CONTRACT, PRACTICES
VALIDITY ISSUES
see EXCLUSIONS FROM THE CONVENTION, DOMESTIC LAW
VENIRE CONTRA FACTUM PROPRIUM
see ESTOPPEL
WITHOLDING OF PERFORMANCE
see SUSPENSION OF PERFORMANCE
WRITING REQUIREMENTS
see FORMAL REQUIREMENTS