CISG

Question 1

Art 1

Answer 1

applies to the sale of goods between different states (nations)

Question 2

Art 2

Answer 2

Convention does not apply to sales of:

(a) of goods bought for personal, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use;
(b) by auction;
(c) on execution or otherwise by authority of law;
(d) of stocks, shares, investment securities, negotiable instruments or money;
(e) of ships, vessels, hovercraft or aircraft;
(f) of electricity.

Question 3

Art 3

Answer 3

(1) Contracts for the supply of goods to be manufactured or produced are to be considered sales unless the party who orders the goods undertakes to supply a substantial part of the materials necessary for such manufacture or production.
(2) This Convention does not apply to contracts in which the preponderant part of the obligations of the party who furnishes the goods consists in the supply of labour or other services.

Question 4

Art. 10

Answer 4

For the purposes of this Convention:

(a) if a party has more than one place of business, the place of business is that which has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of the contract;
(b) if a party does not have a place of business, reference is to be made to his habitual residence.

Question 5

Art 8

Answer 5

must look at the intent of the parties and determin if a reasonable person would have expected the item to be included in the contract

Question 6

Article 19 (1)

Answer 6

purported acceptance with additional terms = counteroffer

Question 7

Article 19(2)

Answer 7

purported acceptance with additional terms—count as valid acceptance as long as not material alterations and offeror doesn’t object

Question 8

Material Alternation

Answer 8

: terms relating to price, payment, quality, quantity, extent of liability, or delivery time or settlement of disputes

Question 9

Article 35

Answer 9

failure to conform – quality and quantity required by contract

i. Fit for ordinary use
ii. Fit for particular use known by seller
iii. Qualities of the sample model were good

Question 10

Opt out of CISG

Answer 10

must specifically opt out of CISG, stating choice of law is not enough

Enough: Michigan law applies and we opt out of the CISG
NOT enough: Michigan law applies