General Overview of the CISG

Monday, October 4, 2010

Brief History
The CISG was developed by UNCITRAL and signed

in Vienna in 1980

The CISG replaced the less successful ULIS

There are currently 78 Signatory Nations

San Marino will be the 79th when the CISG becomes effective
there on January 3rd, 2013

Major Holdouts: India, Brazil, England

Structure of the
CISG
I.I Sphere of Application
I.II General Provisions
II Formation of the
Contract

Articles 1-6 answer the basic

question of when the CISG

applies to a transaction

III.I General Provisions

III.II Obligations of the
Seller
III.III Obligations of the
Buyer
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the
Seller and of the Buyer
IV Final Provisions

Art. 1 Basic Applicability

Art. 2 Sales excluded from the CISG
Art. 3 Transactions excluded from the
CISG
Arts. 4-5 What does the CISG govern?
Art. 6 Ability to derogate from
the CSIG

Structure of the
CISG
I.I Sphere of Application
I.II General Provisions
II Formation of the
Contract

Articles 7-13 explain how to

interpret various facts, evidence,

and the text of the convention

III.I General Provisions

III.II Obligations of the
Seller
III.III Obligations of the
Buyer
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the
Seller and of the Buyer
IV Final Provisions

Art. 7 interpreting the text of the

convention
Art. 8 interpreting statements of the
parties
Art. 9 - Trade Usage
Art. 11 No Writing Requirement*

Structure of the
CISG
I.I Sphere of Application
I.II General Provisions

Articles 14-24 answer whether

there is a contract and what it

contains

II Formation of the
Contract

III.I General Provisions

III.II Obligations of the

Seller

Arts. 14-15 definition of an offer and

when it becomes effective
Art. 16 revocation of an offer
Art. 17 effect of rejection
Art. 19 nonmatching acceptance

III.III Obligations of the

Buyer
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the
Seller and of the Buyer
IV Final Provisions

Material alterations = Rejection and

counter offer
Immaterial alteration = Acceptance
without immediate rejection

Structure of the
CISG
I.I Sphere of Application
I.II General Provisions
II Formation of the
Contract
III.I General Provisions
III.II Obligations of the
Seller
III.III Obligations of the
Buyer
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the
Seller and of the Buyer
IV Final Provisions

Art. 25 what breaches are

fundamental?
Art. 26 avoidance (where
available) is only effective through
notice to the other party
Art. 27 no liability for errors in
transmission of communications
Art. 29 Modification of
contracts

Structure of the
CISG
I.I Sphere of Application
I.II General Provisions
II Formation of the
Contract
III.I General Provisions
III.II Obligations of the
Seller
III.III Obligations of the
Buyer
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the
Seller and of the Buyer
IV Final Provisions

Section I. Delivery of the Goods

and Handing Over of Documents

Arts. 31-34

Section II. Conformity of the

Goods and Third Party Claims

Arts. 35-44

Section III. Remedies for Breach

of Contract by the Seller

Arts. 45-52

Structure of the
CISG
I.I Sphere of Application
I.II General Provisions
II Formation of the
Contract
III.I General Provisions
III.II Obligations of the
Seller
III.III Obligations of the
Buyer
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the
Seller and of the Buyer
IV Final Provisions

Section I. Payment of the Price

Arts. 54-59

Section II. Taking Delivery

Art. 60

Section III. Remedies for Breach

of Contract by the Buyer

Arts. 61-65

Structure of the
CISG
I.I Sphere of Application
I.II General Provisions
II Formation of the
Contract
III.I General Provisions
III.II Obligations of the
Seller
III.III Obligations of the
Buyer
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the
Seller and of the Buyer
IV Final Provisions

Articles 65-70 explain when the

risk of loss transfers from the

seller to the buyer in various types
of transactions

Structure of the
CISG

Section I. Anticipatory Breach and

Installment Contracts

I.I Sphere of Application

I.II General Provisions
II Formation of the
Contract
III.I General Provisions
III.II Obligations of the
Seller
III.III Obligations of the
Buyer
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the
Seller and of the Buyer
IV Final Provisions

Arts. 71-73

Section II. Damages

Arts. 74-77

Section III. Interest

Section IV. Exemptions

Arts. 79-80

Section V. Effects of Avoidance

Arts. 81-84

Section VI. Preservation of the

Goods

Arts. 85-88

Structure of the
CISG
I.I Sphere of Application
I.II General Provisions
II Formation of the
Contract
III.I General Provisions
III.II Obligations of the
Seller
III.III Obligations of the
Buyer
III.IV Passing of Risk
III.V Provisions Common
to Obligations of the
Seller and of the Buyer
IV Final Provisions

Articles 95-98 govern what nation

reservations are permitted within

the convention
Art. 95 Reserving nations will
not be bound by Art. 1(1)(b)
Art. 96 Reserving nations can
choose to have a writing
requirement when they have such
a domestic requirement

Guidelines for Analysis

Does the CISG apply? (Article 1)

Is there a contract? Offer (Art. 14) Acceptance (Art. 18)
What did the parties intend to do? (Art. 8)
Was there any trade usage or course of dealings? (Art. 9)
What are the sellers obligations? (Art. 30)
What is the standard for non-conformity? (Art. 35)
Did the buyer properly inspect the goods? (Art. 38)
Was there proper notice of the non-conformity? (Art. 39)

How to Research CISG issues

Online Resources

Print Resources

Electronic Library on

Schlechtriem & Schwenzer

International Commercial Law

and the CISG (Pace University)

Database old CISG decisions

sorted by Year, by Issue, and by
Forum
Thesaurus of issues

CISG Full Text

2012 UNCITRAL Digest on

Case Law

Commentary on the CISG

Honnold & Flechtner Uniform
Law of International Sales
Under the CISG