Contracts for the International Sale of Goods

Copyright

Table of Contents

I. Introduction

1. Historical Remarks

2. The Need for a Uniform Application of the CISG as Justification for this Paper

3. The Scope of the Present Paper

II. The Internationality of Sales Contracts under the CISG

1. Comparing the CISG and the Hague Conventions

2. The Internationality of Sales Contracts under the Hague Conventions

3. The Internationality of Contracts under the CISG

4. The “Place of Business” under the CISG

5. Multiple Places of Business

6. Location of the Place of Business and the Knowledge of It

III. The CISG’s Criteria of Applicability (1(1)(a) and 1(1)(b))

1. The CISG’s “Direct” Application pursuant to Article 1(1)(a)

2. The CISG’s “Indirect” Application by Virtue of the Rules of Private International Law - Article 1(1)(b)

3. The Impact of the Article 95 Reservation on the CISG’s Applicability

4. The Application of the CISG by Arbitral Tribunals

IV. The Convention’s Substantive Sphere of Application

1. The Sales Contract

2. Other Contracts Governed by the CISG

3. Contracts for the Sale of Made-to-Order Goods and Services

4. Contracts for the Sale of Labor and Services

5. The International Sale of “Goods”

V. Exclusions from the CISG’s Sphere of Application pursuant to Article 2

1. General Remarks

2. Exclusions of Consumer Contracts: The Definition of Consumer Contracts

3. The Recognizable Purpose of the Purchase of Goods and the Burden of Proof

4. Exclusions of Sales based upon the Nature of the Goods Sold: Negotiable Instruments and Money

5. The Exclusions of Ships, Vessels, Hovercraft, Aircraft and Electricity (Article 2(e) and (f) )

VI. Sphere of Application and Party Autonomy

1. General Remarks

2. Implied Exclusion of the CISG and Choice of the Applicable Law

3. Exclusion of the CISG by virtue of Standard Contract Forms and Choice of Forum

4. Implicit Exclusion of the CISG and Pleadings on the Sole Basis of Domestic Law

5. Express Exclusion of the CISG

6. Applicability of the CISG and Opting-In

VII. The Examination and Notification in Case of Non-Conformity of the Goods

1. Introduction

2. The “Lack of Conformity”: Article 35(1) CISG

3. The “Lack of Conformity”: Article 35(2) and (3) CISG

4. The Discovery of the Defect (Article 38 CISG)

5. The Time Requirements of a Proper Notice under Article 39 CISG

6. Substantive and Form Requirements of a Proper Notice under Article 39(1) CISG and the Cut-off Period under Article 39(2) CISG

7. The Mitigation of the Consequences of an Improper Notice (Articles 40 and 44 CISG)

VIII. The Issue of the Rate of Interest on Sums in Arrears

1. The Issue of Interest Rates in General

2. Interest Rates and Gap-Filling

3. The Rate of Interest in Scholarly Writing

4. The Issue of the Rates of Interest in Case Law

5. The Determination of the Rate of Interest on the Basis of Domestic Law

IX. Conclusion

Index