Ch. 8: International Contracts for Sale of Goods (CISG)

Question 1

What is the CISG / Vienna Convention?

Answer 1

Worldwide applicable rules for cross-border sales contracts

Question 2

What rules does the CISG contain?

Answer 2

1. Rules for international sales contract formation
2. Do’s and don’ts for buyer and seller
3. Remedies in case of breach of contract

Question 3

When does the CISG applicable to a contract? (Article 1 under 1 & 2 CISG)

Answer 3

The CISG applies directly when:

1. Buyer and seller are in different countries
2. B2B sale
3. Physical goods
4. Buyer and seller both based in CISG countries (Art. 1 CISG)

Or:
1. When the rules of private international law lead to the application of the law of a Contracting State (Art. 1 CISG)

Question 4

When is a contract formed under the CISG?

Answer 4

1. offer (Article 14 CISG)
2. acceptance (Article 18 CISG)

offer + acceptance = contract (Article 23 CISG)

Question 5

What are the obligations of the seller? (Article 30 CISG)

Answer 5

1. Deliver the goods (Article 30-38 CISG)
2. Provide necessary documents
3. Conformity of goods (as agreed)

Question 6

What are the obligations of the buyer?

Answer 6

1. Pay for the goods (Article 53 CISG)

2. Take delivery of the goods (Article 60 CISG)

Question 7

When is a party entitled to remedies?

Answer 7

When there is a fundamental breach of contract

Question 8

When is a breach of contract fundamental? (Article 25 CISG)

Answer 8

When it results in a substantial deprivation of what the other party what he is rightfully entitled to.

Question 9

What remedies are there in case of a breach of contract?

Answer 9

1. Claim damages (Art. 74-44 CISG)
2. Require performance (Art. 46 & 62 CISG)
3. Declare avoided (Art. 49 & 64 CISG)

Question 10

When does the CISG not apply?

Answer 10

1. B2C
2. Goods bought at an auction
3. Goods bought at an execution sale
4. Sale of stocks, shares, investment securities, money
5. Sale of ships, vessels, hovercrafts or aircrafts
6. Sale of electricity
7. Barter contracts

Question 11

Remedies unique to buyer

Answer 11

Claim reduction in price. (Article 50 CISG)

Question 12

How soon must a buyer file a complaint of non-conformity?

Answer 12

• asap
• within max. 2 years
• time frames vary per industry