Unit 2: International Sale of Goods
2.1 Nature of Sale of Goods Contract
The trade’s core contract: the seller’s delivery-and-transfer of the property against the buyer’s payment — the cross-border face: the parties’ different nationalities (the conflict-of-laws questions); the carriage’s necessity (the transport contracts of Unit 3); the payment’s complexity (the cross-border financing of Unit 4); the risk’s passage (the loss-allocation rules — the Incoterms’ link); the longer-and-riskier performance (the breach’s likelihood-and-remedies’ importance).
2.2 Importance of the Unification of Law of Contract for International Sale of Goods
The problem: the different national laws (the divergent remedies, the different implied terms — the merchant’s uncertainty-and-costs: the governing-law clauses’ negotiation burden; the dispute’s unpredictability). The unification’s benefits: the same rules (the predictability); the forum-neutrality (the home-law advantage’s removal); the transaction-costs’ reduction; the small traders’ access (the bargaining-power’s balance). The instruments: the CISG (the treaty’s route); the UNIDROIT Principles (the soft-law route); the standard-terms’ harmonisation (the industry practice).
2.3 Basic Features of the UN Convention on Contracts for International Sale of Goods
The CISG (Vienna 1980, in force 1988): the sales’ uniform law — the two parts: the formation (the offer-acceptance’s rules — the battle-of-forms resolution) and the sales (the obligations, the risk, the remedies). The features (the exam’s list):
- The scope: the goods (not the services, the consumer-and-personal sales excluded); the internationality (the different-states parties — the habitual-residence test); the exclusions (the auction, the execution, the securities, the ships-and-aircraft).
- The opt-out-and-reservations: the parties’ exclusion (the autonomy preserved — the Convention as the default); the reservations (the written-form declaration).
- The interpretation’s principles: the good faith’s international character; the uniformity’s duty (the autonomous interpretation — the foreign-cases’ consultation).
- The gap-filling: the general principles (the Convention’s own); the law’s resort (the private-international route).
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