Chapter Seven

Law of International Sale of

Goods
Outline
Section Ⅰ Introduction to CISG
Section Ⅱ Formation of Contract for
International Sales of Goods
Section Ⅲ Obligations of Seller and Buyer
Section Ⅳ Remedies for Breach of Contract
Section Ⅴ Passing of Risk
Teaching aims
The students are required to learn about:

 the contents of CISG.

 the difference of the relative problems

between the two legal systems.
Main and difficult points
1. The duties of the buyer and the seller.
2. The transfer of the title and risk.
 Section Ⅰ
Introduction to CISG
 History of CISG
1. The Convention Relating to a Uniform Law on the
Formation of Contracts for the International Sale of
Goods 1964年，海牙国际私法会议订立：《国际货物
买卖合同成立统一法公约》
The Convention Relating to a Uniform Law on the
International Sale of Goods《国际货物买卖统一法公约》
2．1964年联合国大会决议通过成立了联合国国际贸易法委
员会，随即成立工作小组草拟新公约。
3．UN Convention on the Limitation Period in the
International Sale of Goods
1974年《国际货物买卖时效公约》
4．UN Convention on Contract for the
International Sale of Goods
1980年《联合国国际货物销售合同公约》
 Introduction to CISG
CISG came into force on January 1,
1988, climaxing more than fifty years
of negotiations. It governs the sale of
goods between parties in over sixty
countries, unless the parities to the
sale contract have expressly “opted
out” of the Convention. As a self-
executing treaty, no separate
implementing legislation is needed.
 Scope of the CISG
Deals with the scope of application of the
I Convention and general provisions.

Contains the rules governing the formation of

II contracts for the international sale of goods.

Contains the substantive rules for the sales

III contract (obligations and rights of the parties).

Contains the final clauses of the Convention

Ⅳ concerning such matters as how and when it
comes into force, the reservations and
declarations.
Applicability of the CISG

6. Reservation

5. Exclusion

4. Opting in

3. Opting out

2. Indirect application

1. Direct application
Exclusion:
the CISG does not apply to the following

1.Exclusion of questions of
validity of the contract

2.Exclusion of questions
of effect on property

3.Exclusion of questions of liability

due to death or personal injury
Objectives of CISG

 To adopt uniform rules governing contracts for the

international sale of goods;

 To adopt uniform rules that account for different

social, economic, and legal system;

 To contribute to the removal of legal barriers in

international trade and to promote the development
of international trade.
Goods
Exclusion of Goods
(1) Goods bought for personal, family or
household use, unless the seller did not know or
have reason to know that the goods were bought
for this use;

(2) Sales by auction;

(3) On execution or otherwise by authority of law;

Exclusion of Goods
(4) Sales of stocks, shares, investment
securities, negotiable instruments, or money;

(5) Ships, vessels, hovercraft, aircraft, however

it has not been interpreted to mean that it
does not apply to such goods components;

(6) Sale of electricity.

Exclusion of sales
 Sales of goods where the buyer supplies
a “substantial part” of the “materials”
necessary for production.
 Sales of manufactured goods are
excluded where the “preponderant “of the
obligations of the supplier are in the form
of labor or other services.
Sources of International Sales Law
1. International conventions, such as, the United Nations
Convention on Contracts for the International Sale of Goods
(CISG), convention on the Limitation Period in the
International Sale of Goods, the United Nations Convention
on the Carriage of goods by Sea, Hague-Visby Rules, etc.;

2. International custom such as INCOTERMS, the Uniform

Customs and Practice for the Documentary Credits,
Warsaw- Oxford Rules, etc.;

3. Related laws of separate nation or district, such as Civil Law

of France, Uniform Commercial Code, The Economic Law of
the PRC.
 Section Ⅰ
Formation of Sales of Contract
The offer
Article 14
(1) A proposal for concluding a contract a
ddressed to one or more specific person
s constitutes an offer if it is sufficiently
definite and indicates the intention of
the offeror to be bound in case of accepta
nce. A proposal is sufficiently definite if
it indicates the goods and expressly or
implicitly fixes or makes provision for dete
rmining the quantity and the price.
Firm Offer and Counter Offer
Firm offer: An offer that the offeror promises
to keep open for a fixed period of time.

Counter offer: If the buyer’s purchase order

form and the seller’s order acknowledgement
form differ as to any material term, there is
no offer and acceptance. Instead, there is an
offer, followed by a rejection of that offer and
a counter offer (usually the seller’s order
acknowledgement form).
Three Requirements of An
Offer
1. It is a proposal addressed to specific persons

2. It must indicate an intention to be bound in case of

acceptance, which will distinguish an offer from a
general sales catalogue or advertisement or a
purchase inquiry;

3. An offer must sufficiently definite. This provision is

directed toward only three contract term: the
description of the goods, their quantity and their price.
Effectiveness of an Offer
Article 15(1) provides that the time that an
offer becomes effective is the time when the
offer reaches the offeree. The time at which
the offeree receives an offer, rather than the
time at which the offeror dispatches the offer,
is crucial. It means the offeror has no legal
liability under an offer, even an irrevocable
offer until the offer reaches the offeree.
Withdrawal and Revocation of
an Offer
1. Withdraw of an Offer
Article 15
(1) An offer becomes effective when it reaches
the offeree.
(2) An offer, even if it is irrevocable, may be wit
hdrawn if the withdrawal reaches the offeree
before or at the same time as the offer.
2. Revocation of an Offer
Article 16
(1) Until a contract is concluded an offer may be re
voked if the revocation reaches the offeree befor
e he has dispatched an acceptance.
(2) However, an offer cannot be revoked:
(a) if it indicates, whether by stating a fixed time fo
r acceptance or otherwise, that it is irrevocable;
or
(b) if it was reasonable for the offeree to rely on the
offer as being irrevocable and the offeree has ac
ted in reliance on the offer.
Acceptance
Article 18
(1) A statement made by or other conduct of the offeree
indicating assent to an offer is an acceptance. Silen
ce or inactivity does not in itself amount to acceptan
ce.
(2) An acceptance of an offer becomes effective at the
moment the indication of assent reaches the offeror.
An acceptance is not effective if the indication of ass
ent does not reach the offeror within the time he has
fixed or, if no time is fixed, within a reasonable time,
due account being taken of the circumstances of the
transaction, including the rapidity of the means of co
mmunication employed by the offeror. An oral offer
must be accepted immediately unless the circumsta
nces indicate otherwise.
(3) However, if, by virtue of the offer or as a result of pra
ctices which the parties have established between the
mselves or of usage, the offeree may indicate assent
by performing an act, such as one relating to the disp
atch of the goods or payment of the price, without not
ice to the offeror, the acceptance is effective at the m
oment the act is performed, provided that the act is pe
rformed within the period of time laid down in the pre
ceding paragraph.
Requirements of Acceptance
1. It must be made by the offeree;
2. It must be made within the time period
specified in the offer;
3. It must match the terms of the offer
exactly and unequivocally.
Time of acceptance
 Acceptance must be received by the
offeror within the time period specified in
the offer. If no time period is given,
acceptance must received within a
“reasonable” time. If the offer is oral, the
acceptance must be made immediately,
unless the circumstance indicate
otherwise.
 Withdrawal

Withdrawal refers to cancellation by

the offeree of an acceptance.
Because an acceptance is normally
not effective until the offeror receives
it, an offeree may withdraw his
acceptance any time before or
simultaneous with its receipt.
 Article 21 of CISG:
Late Acceptance
(1) A late acceptance is nevertheless effective as an a
cceptance if without delay the offeror orally so infor
ms the offeree or dispatches a notice to that effect.
(2) If a letter or other writing containing a late accepta
nce shows that it has been sent in such circumstan
ces that if its transmission had been normal it woul
d have reached the offeror in due time, the late
acceptance is effective as an acceptance
unless, without delay, the offeror orally
informs the offeree that he considers his
offer as having lapsed or dispatches a notice to that ef
fect.
Acceptance with Modification
 Under the CISG, if the additional or
different terms do not materially alter the
terms of the offer, the reply constitutes an
acceptance, unless the offeror without
undue delay objects to those terms. If the
offeror does not object, the terms of the
contract are the terms of the offer with the
modifications contained in the acceptance.
 If the additional or different terms do
materially alter the terms of the contract,
the reply constitutes a counter-offer that
must in turn be accepted for a contract to
be concluded. Additional or different
terms relating to the prices, payment,
quality and quantity of the goods, place
and time of delivery, extent of one party’s
liability to the other or settlement of
disputes are usually considered to alter
the terms of the offer materially.
 Chateau Des Charmes Wines Ltd.
v. Sabate USA Inc.
FACTUAL BACKGROUND AND PROCEDURAHISTORY
Sabate France manufactures and sells special wine corks
that it claims will not cause wines to be spoiled by "cork
taint," a distasteful flavor that some corks produce. It sells
these corks through a wholly owned California subsidiary,
Sabate USA.
In February 2000, after some preliminary discussions
about the characteristics of Sabate's corks, Chateau des
Charmes, a winery from Ontario, Canada, agreed by
telephone with Sabate USA to purchase a certain number
of corks at a specific price. The parties agreed on payment
and shipping terms. No other terms were discussed, nor
did the parties have any history of prior dealings.
Later that year, Chateau des Charmes placed a second telephone
order for corks on the same terms. In total, Chateau des Charmes
ordered 1.2 million corks. Sabate France shipped the corks to
Canada in eleven shipments. For each shipment, Sabate France
also sent an invoice. Some of the invoices arrived before the
shipments, some with the shipments, and some after the
shipments. On the face of each invoice was a paragraph in
French that specified that "Any dispute arising under the present
contract is under the sole jurisdiction of the Court of Commerce
of the City of Perpignan." On the back of each invoice a number
of provisions were printed in French, including a clause that
specified that "any disputes arising out of this agreement shall
be brought before the court with jurisdiction to try the matter in
the judicial district where Seller's registered office is located."
Chateau des Charmes duly took delivery and paid for
each shipment of corks. The corks were then used to
bottle Chateau des Charmes' wines. Chateau des
Charmes claims that, in 2001, it noticed that the wine
bottled with Sabate's corks was tainted by cork flavors.
Chateau des Charmes filed suit in federal district court
in California against Sabate France and Sabate USA
alleging claims for breach of contract, strict liability,
breach of warranty, false advertising, and unfair
competition. Sabate France and Sabate USA filed a
motion to dismiss based on the forum selection
clauses. The district court held that the forum
selection clauses were valid and enfoceable and
dismissed the action. This appeal ensued.
Opinion
Chateau des Charmes Wines, Ltd. ("Chateau des
Charmes"), a Canadian company, appeals the dismissal of
its action for breach of contract and related claims arising
out of its purchase of wine corks from Sabate,U.S.A.
("Sabate France"), a French company, and Sabate USA, Inc.
("Sabate USA"), a wholly owned California subsidiary. The
district court held that forum selection clauses in the
invoices that Sabate France sent to Chateau des Charmes
were part of the contract between the parties and dismissed
the case in favor of adjudication in France. Because we
conclude that the forum selection clauses in question were
not part of any agreement between the parties, we reverse.
Conclusion
 Under the C.I.S.G., it is plain that the forum
selection clauses were not part of any
agreement between the parties.
 Because the contract for the sale of corks did
not contain the forum selection clauses in
Sybate France's invoices, there was nothing
for the district court to enforce, and its
dismissal of this action was an abuse of
discretion. The action is reinstated.
 REVERSED and REMANDED.
When a contract is formed?
An acceptance is effective at the moment the
indication of assent reaches the offeror.

A contract is formed when the acceptance is

effective.
For example, a buyer sends a seller an acceptance
through mails and the acceptance is lost. If the
dispatch theory were applied, a contract would have
come into existence at the time the acceptance was
mailed, and the seller would be required to perform.
Under the receipt rule adopted by CISG, however,
no contract would exist, and the buyer would be left
empty-handed. The reason the drafters chose the
receipt rule was a perception that it more fairly
allocates responsibility for loss or delay. Because it
is the offeree who chooses the medium through
which to send a response, it is the offeree who is
better able to avoid the risk of loss or delay, and
therefore CISG imposes responsibility for avoiding
that risk on the offeree.
 Rejection
Rejection refers to refusal by an
offeree to become a party to a
proposal contract. A rejection
becomes effective when it reaches
the offeror. If an offeree were to
dispatch both a rejection and an
acceptance at the same time,
the one which reached the offeror
first would be the one given effect.
 Case for Art.14 of CISG
(Formation of the contract)
2004年10月，A公司销售经理X先生与乙国B公司采购经理
Y先生在电话中协商了A公司向B公司出售其M产品的事宜。
之后，A公司正式向B公司发出了书面要约。A公司考虑到其
今后可能每年出售给B公司的数量，此次给予了B公司8%的
折扣，并特别指出这一折扣异乎寻常的低，是给予所有客
户中的最低价格，而A公司一般给予老客户的折扣是4%。B
公司接受了要约，双方于2004年11月7日签订了购买100吨A
公司M产品的合同。2005年3月底前交货，采用INCOTERM
2000的CIF价格术语，合同金额为160,000美元。该合同
如约履行完毕。
 2005年5月2日，Y先生给X先生打电话，表示需要购买1000
吨A公司的M产品。X先生提出由于市场因素现在单价提高
到了1700美元每吨，Y先生表示接受。
电话交谈后，Y先生于5月3日通过电传给予了X先生合
同确认书。合同条款与第一个合同基本一致，只是装船日
期调整，数量不同，产品单价为1700美元，但未提及折扣
比例。此外，该确认书还指出“2004年11月7日合同中的
支付、运输条件和其他类似条款适用于本合同”。
与此同时，X先生也给了Y先生一份确认书，不同之处
在于明确了1700美元单价的折扣为4％。
 但是，Y先生6日收到该文件后立即电告X先生折扣应
当为8%。X先生9日的回复中指出，8%只是给予第一笔交易
的折扣，而没有打算或承诺给将来的交易。Y先生10日的
电传指出，B公司购买A公司的产品主要原因恰恰是出于8
％的折扣。如果不给予8%的折扣，B公司将向原先的供货
商购买，并请X先生立即答复。X先生12日的答复仍然坚持
8%只是给予第一笔交易的，并表示A公司的价格在同行业
中是低的。但Y先生未对此做出回复。X先生于27日再次询
问B公司的意图。Y先生于6月2日答复到公司已经购买了C
公司的产品。
 A公司向B公司提出索赔但遭到拒绝。双方的主张
分别是：
A公司认为：（1）双方关于购买1000吨M产品的合同业
已成立；（2）折扣应为4%；（3）B公司购买C公司的产品
是违约行为，应当赔偿A公司的损失。
B公司认为：（1）双方不存在购买1000吨M产品的合同；
（2）即使合同存在，折扣也应当为8%；（3）即使合同存
在，B公司购买C公司产品也不构成违约。
在这个案例中，双方争议的焦点就是双方的合同是否
已经成立。而判断双方合同成立与否的关键在于要约与反
要约的内容的确定性的理解与认定。
Analysis
（1）双方不存在购买1000吨M产品的合同
本案中, Y先生于5月3日通过电传给予了X先生合同确认
书,此确认书构成一项发价,X先生给了Y先生一份确认书，但
却明确了1700美元单价的折扣为4％,这是一项涉及的货款的
变更,因此属于对发价的实质性变更,所以此确认书就就不能
构成接受而是对B公司发价的拒绝,速一构成了一项新的发
价.Y先生6日收到该文件后立即电告X先生折扣应当为8%,同
样是对A公司发价的拒绝因而又构成了一项新的发价; X先生
12日的答复仍然坚持8%只是给予第一笔交易的，但Y先生未
对此做出回复,即视为B公司对A公司发价的拒绝。总之, B公
司一直未对A公司的发价作出接受,因而双方之间的合同并未
成立。
（2）即使合同存在，折扣也应当为8%.
CISG第9条规定,双方当事人业已同意的任何惯例
和他们已经确立的任何习惯做法对双方均有约束力。
本案中,即使双方合同成立,因为双方此前已经约定折
扣为8%,并且B公司发出合同确认书也正是因为此折扣,
否则就不可能有订立合同之意,所以,即使双方合同成
立,折扣也应该是8%。
（3）即使合同存在，B公司购买C公司产品也不构成违约。
本案中, 由于双方在订立合同的过程中并未明确规定交
货日期,而且根据合同也无法确定一个日期,所以该合同是
未规定交货日期的合同,所以卖方即A公司应该在合同订立后
一个合理的时间内交货。但是A公司并没有在合理的时间内履
行其交货义务,也未做任何履行义务之准备(从其X先生于27日
仍然还在询问B公司的意图即可看出)。 事实上,B公司只是因
为需要该商品才与A公司商谈定约一事,而A 公司之未履行交
货义务的不作为很有可能会对B公司造成损失.所以,综上所述,
即使双方合同成立,也是有A公司不履行义务在先,B公司在没
有别的办法的情况下只有选择从其他公司购买所需产品，因
此，B公司不存在违约问题。
 Section Ⅱ
Form of Contract of Sale of Goods
Form of the Contract
Article 11 of the Convention states:
“A contract of sale need not be concluded in or
evidenced by writing and is not subject to
any other requirements as to form. It may
be proved by any means, including witnesses.”

Article 96, however, authorizes a contracting

state “whose legislation requires contracts
of sale to be concluded in or evidenced
by writing” to make a declaration at the
time of ratification that Article 11 “does
not apply where any party has his place of
business in that state.”
 Butler Machine Tool Co Ltd
v Ex-Cell-O Corp Ltd

Butler Machine Tool Co Ltd v Ex-Cell-O

Corp Ltd is a leading English contract law
case. It concerns the problem found
among some large businesses, with each
side attempting to get their preferred
standard form agreements to be the basis
for a contract.
Facts
Butler Machine Tool Co Ltd made and sold
machine tools. They sent a letter to Ex-Cell-O on
May 23 1969 offering Ex-Cell-O some new
machinery for £75,535. With it, was Butler's
standard contract terms. It included a price
variation clause, so their manufacturing costs
went up, that price rise would be passed on to
Ex-Cell-O. Ex-Cell-O replied on May 27 and said
they would order the machinery, but on Ex-Cell-
O's own standard terms. Ex-Cell-O's standard
terms did not have a price variation clause.
Butler replied on June 5. It replied on the tear-off
slip from Ex-Cell-O's terms. At the bottom of this
slip it read, "We accept your order on the terms
and conditions stated therein." But Butler added
a letter reasserting that the deal was being made
under Butler's own terms, from the May 23 letter.
A while later, nothing further had been said, and
Butler delivered the machinery. They asked for
£75,535, plus £2,892 according to their price
variation clause. Ex-Cell-O refused to pay the
extra. Butler sued Ex-Cell-O.
 The Court of Appeal all held that the contract was on Ex-
Cell-O's terms, and therefore the increase in price was
ineffective. The majority followed a traditional offer and
acceptance analysis. But Lord Denning MR's judgment took
the approach that one should look for material agreement
and the court should have the power to ignore irreconcilable
terms. His judgment led as follows.
 “This case is a “battle of forms.” The plaintiffs, the Butler
Machine Tool Co. Ltd., suppliers of a machine, on May 23,
1969, quoted a price for a machine tool of £75,535. Delivery
was to be given in 10 months. On the back of the quotation
there were terms and conditions. One of them was a price
variation clause. It provided for an increase in the price if
there was an increase in the costs and so forth. The
machine tool was not delivered until November 1970. By
that time costs had increased so much that the sellers
claimed an additional sum of £2,892 as due to them under
the price variation clause.
 Section Ⅲ
Obligations of the Seller and Buyer
 Seller’s Obligations
I Delivery of the goods.

II Delivery of Documents.

III Conformity of the Goods.

Ⅳ Assurance of the Ownership of the Goods.

Time for Examine Goods and Notice of

Ⅴ
Defect.
1. Delivery of the goods
(1) Place of delivery
Article 31
If the seller is not bound to deliver the goods at any other
particular place, his obligation to deliver consists:
(a) if the contract of sale involves carriage of the goods
in handing the goods over to the first carrier for transmissi
on to the buyer;
如果卖方没有义务要在任何其他特定地点交付货物，
他的交货义务如下：（a）如果销售合同涉及到货物的运输，
卖方应把货物移交给第一承运人，以运交给买方；
(b) if, in cases not within the preceding subparagraph, the c
ontract relates to specific goods, or unidentified goods to
be drawn from a specific stock or to be manufactured or
produced, and at the time of the conclusion of the contra
ct the parties knew that the goods were at, or were to be
manufactured or produced at a particular place-
in placing the goods at the buyer‘s disposal at that place;
（b）在不属于前一款规定的情况下(即不涉及货物的运输)，
如果合同指的是特定货物或从特定存货中提取的或尚待制
造或生产的未经特定化的货物，而双方当事人在订立合同
时已知道这些货物是在某一特定地点，或将在某一特定地
点制造或生产，卖方应在该地点把货物交给买方处置；
(c) in other cases -
in placing the goods at the buyer's disposal
at the place where the seller had his place of
business at the time of the conclusion of the
contract.
在上述情况外的其他情况下，卖方的交货
义务是在其订立合同时的营业地点，把货物交
给买方处置。
 The Obligations of the Seller When Delivery
Article 32
(1) If the seller, in accordance with the contract or thi
s Convention, hands the goods over to a carrier and
if the goods are not clearly identified to the contract
by markings on the goods, by shipping documents o
r otherwise, the seller must give the buyer notice of t
he consignment specifying the goods.
（1）如果卖方按照合同或本公约的规定将货物交付给
承运人，但货物没有以货物上加标记、或以装运单据
或其他方式清楚地注明有关合同，卖方必须向买方发
出列明货物的发货通知。
(2) If the seller is bound to arrange for carriage of th
e goods, he must make such contracts as are neces
sary for carriage to the place fixed by means of tran
sportation appropriate in the circumstances and ac
cording to the usual terms for such transportation.

如果卖方有义务安排货物的运输，他必须订立必要的
合同，以按照通常运输条件，用适合情况的运输工具，
把货物运到指定地点。
(3) If the seller is not bound to effect insura
nce in respect of the carriage of the goods,
he must, at the buyer's request, provide hi
m with all available information necessary t
o enable him to effect such insurance.

如果卖方没有义务对货物的运输办理保险，他
必须在买方提出要求时，向买方提供一切现有
的必要资料，使他能够办理这种保险。
 (2) Time of Delivery
Article 33 The seller must deliver the goods:卖方必须按以下
规定的日期交付货物：
(a) if a date is fixed by or determinable from the contract,
on that date; 如果合同规定有日期，或从合同可以确定日期，
应在该日期交货；
(b) if a period of time is fixed by or determinable from the
contract, at any time within that period unless circumst
ances indicate that the buyer is to choose a date; 如果
合同规定有一段时间，或从合同可以确定一段时间，除非情
况表明应由买方选定一个具体日期外，应在该段时间内任何
时候交货；
(c) in any other case, within a reasonable time after the co
nclusion of the contract. 在其他情况下，应在订立合同后
一段合理时间内交货。
2. Delivery of Documents
Article 34
If the seller is bound to hand over documents rel
ating to the goods, he must hand them over at th
e time and place and in the form required by the
contract. If the seller has handed over document
s before that time, he may, up to that time, cure a
ny lack of conformity in the documents, if the ex
ercise of this right does not cause the buyer unr
easonable inconvenience or unreasonable expe
nse. However, the buyer retains any right to clai
m damages as provided for in this Convention.
3. Conformity of the Goods 品质担保

Article 35
(1) The seller must deliver goods which are of t
he quantity, quality and description required
by the contract and which are contained or p
ackaged in the manner required by the contr
act.
卖方交付的货物必须与合同所规定的数量、质
量和规格相符，并须按照合同所规定的方式装
箱或包箱。
(2) Except where the parties have agreed other
wise, the goods do not conform with the cont
ract unless they:
除双方当事人业已另有协议外，货物除非符
合以下规定，否则即为与合同不符：
(a) are fit for the purposes for which goods of the s
ame description would ordinarily be used;
货物适用于同一规格货物通常使用的目的；
(b) are fit for any particular purpose expressly o
r impliedly made known to the seller at the ti
me of the conclusion of the contract, except
where the circumstances show that the buyer
did not rely, or that it was unreasonable for hi
m to rely, on the seller's skill and judgment;
货物适用于订立合同时曾明示或默示地通知卖
方的任何特定目的，除非情况表明买方并不依赖
卖方的技能和判断力，或者这种依赖对他是不合
理的；
(c) possess the qualities of goods which the sell
er has held out to the buyer as a sample or m
odel;货物的质量与卖方向买方提供的货物样品或
样式相同；
(d) are contained or packaged in the manner us
ual for such goods or, where there is no such
manner, in a manner adequate to preserve a
nd protect the goods.货物按照同类货物通用的
方式装箱或包装，如果没有此种通用方式，则按
照足以保全和保护货物的方式装箱或包装。
(3) The seller is not liable for any lack of confor
mity of the goods if at the time of the conclusi
on of the contract the buyer knew or could no
t have been unaware of such lack of conformi
ty.
如果买方在订立合同时知道或者不可能不知道货
物不符合同，卖方就无需负有此种不符合同的责
任。
4. Assurance of the Ownership of the
Goods
Article 41
The seller must deliver goods which are free from
any right or claim of a third party（include
assertions of ownership, and rights in intellectual
property）, unless the buyer agreed to take the g
oods subject to that right or claim. However, if su
ch right or claim is based on industrial property o
r other intellectual property, the seller‘s obligatio
n is governed by article 42.
卖方所交付的货物，必须是第三方不能提出任何权利或
要求的货物，除非买方同意在这种权利或要求的条件下收
取货物。但是，如果这种权利或要求是以工业产权或其他
知识产权为基础的，卖方的义务应依照第四十二条的规定。
Article 42(1)
The seller must deliver goods which are free from any
right or claim of a third party based on industrial proper
ty or other intellectual property, of which at the time of
the conclusion of the contract the seller knew or could
not have been unaware, provided that the right or clai
m is based on industrial property or other intellectual p
roperty:
卖方所交付的货物，必须是第三方不能根据工业产权或其他知识
产权主张任何权利或要求的货物，但以卖方在订立合同时已知道
或不可能不知道的权利或要求为限，而且这种权利或要求根据以
下国家的法律规定是以工业产权或其他知识产权为基础的：
(a) under the law of the State where the goods will be res
old or otherwise used, if it was contemplated by the pa
rties at the time of the conclusion of the contract that t
he goods would be resold or otherwise used in that St
ate; or
如果双方当事人在订立合同时预期货物将在某一国境
内转售或作其他使用，则根据货物将在其境内转售或
作其他使用的国家的法律；
(b) in any other case, under the law of the State where th
e buyer has his place of business.
在任何其他情况下，根据买方营业地所在国家的法律。
 Article 42(2)
(2) The obligation of the seller under the preceding parag
raph does not extend to cases where:
(a) at the time of the conclusion of the contract the buyer
knew or could not have been unaware of the right or c
laim; or
买方在订立合同时已知道或不可能不知道此项权利或要求
(b) the right or claim results from the seller's compliance
with technical drawings, designs, formulae or other
such specifications furnished by the buyer.
此项权利或要求的发生，是由于卖方要遵照买方所提供的
技术图样、图案、程式或其他规格。
5.Time for Examine Goods and
Notice of Defect
Article 39
(1) The buyer loses the right to rely on a lack of c
onformity of the goods if he does not give notice
to the seller specifying the nature of the lack of
conformity within a reasonable time after he has
discovered it or ought to have discovered it.
买方对货物不符合同，必须在发现或理应发现不符情形后
一段合理时间内通知卖方，说明不符合同情形的性质，否
则就丧失声称货物不符合同的权利。
(2) In any event, the buyer loses the right to rel
y on a lack of conformity of the goods if he d
oes not give the seller notice thereof at the la
test within a period of two years from the dat
e on which the goods were actually handed o
ver to the buyer, unless this time-
limit is inconsistent with a contractual period
of guarantee.
无论如何，如果买方不在实际收到货物之日起两年内将货
物不符合同情形通知卖方，他就丧失声称货物不符合同的
权利，除非这一时限与合同规定的保证期限不符。
 Buyer’s Obligations
Taking Delivery of the
Goods:
Payment of the Price: In doing all the acts which
could be reasonably
Payment in general expected of him in order
to enable the seller to
Place of Payment make delivery, which
imposes upon the buyer a
duty to cooperate;
In taking over the goods at
the place where the seller
is to delver them.
(1) Payment of the Price
Article 54
The buyer‘s obligation to pay the price includ
es taking such steps and complying with suc
h formalities as may be required under the co
ntract or any laws and regulations to enable
payment to be made.
买方支付价款的义务包括根据合同或任何有关法律和规章
规定的步骤和手续，以便支付价款。
(2) Place of Payment
Article 57(1) If the buyer is not bound to pay th
e price at any other particular place, he must
pay it to the seller:
(a) at the seller's place of business; or
(b) if the payment is to be made against the ha
nding over of the goods or of documents, at t
he place where the handing over takes place.
如果买方没有义务在任何其他特定地点支付价款，他必须
在以下地点向卖方支付价款：（a）卖方的营业地；或者
（b）如凭移交货物或单据支付价款则为移交货物或单据
的地点。
(2) The seller must bear any increases in the ex
penses incidental to payment which is cause
d by a change in his place of business subse
quent to the conclusion of the contract.
卖方必须承担因其营业地在订立合同后发生变动而增加的
支付方面的有关费用。
2. Taking the Delivery of the
Goods
Article 60
The buyer's obligation to take delivery consists:
(a) in doing all the acts which could reasonably
be expected of him in order to enable the sel
ler to make delivery; and
(b) in taking over the goods.
买方收取货物的义务如下：a.采取一切理应采取的行动，
以期卖方能交付货物；b.接收货物。
 Exemptions of liability
1. An impediment beyond the defaulting party’s
control;
2. The impediment could not have been
reasonably taken into account by the
defaulting party at the conclusion of the
contract;
3. The impediment could not have been
reasonably avoided or overcome;
4 .The defaulting party proves that the
challenged non-performance was due to such
an impediment.
Section Ⅵ Remedies
Remedies for Breach of
Contract

Claim specific performance

Require substitutionary relief

Put an end to the

contractual relationship.
Remedies for Breach of
Contract

Unique to the buyer

Unique to the seller

Available to either party

 Fundamental Breach

The meaning of fundamental Breach

can be understood in two ways
(1) the parties can define situations of
fundamental breach in which a
contract can be avoided as a result of
the other party’s breach;
(2) in the absence of the parties own
definition.
 Article 25 of CISG

A breach of contract committed by one of the

parties is fundamental if it results in such detri
ment to the other party as substantially to dep
rive him of what he is entitled to expect under
the contract, unless the party in breach did not
foresee and a reasonable person of the
same kind in the same circumstances
would not have foreseen such a result.
第二十五条
一方当事人违反合同的结果，如使另一方当
事人蒙受损害，以致于实际上剥夺了他根据合
同规定有权期待得到的东西，即为根本违反合
同，除非违反合同一方并不预知而且一个同等
资格、通情达理的人处于相同情况中也没有理
由预知会发生这种结果。
Requirements of Fundamental Breach
A fundamental breach has four requirements as
follows:
1. One party has committed a breach of contract;
2. A fundamental breach is determined by looking
at the result of the breach, rather than the nature
of the term breached.
3. In order to rank as fundamental a breach must
be of a certain nature and weight.
4. The violating party must have foreseen the
result of the breach of the contract.
Burden of proof
As far as foreseeability is concerned, the
burden lies on the party in breach. This party
has to prove that it did not foresee the
detrimental effect of its breach and that a
reasonable person of the same kind in the
same circumstances would not have seen
such an effect. The aggrieved party on the
other hand has to prove that the breach
deprived it substantially of what it was
entitled to expect under the contract.
Buyer’s remedies for seller’s breach
Buyer’s remedies are cumulative. That is to
say, the right to recover damages is not lost if
a buyer exercises any other available remedy.

They are also immediate: Unlike the rules in

some civil law countries, CISG forbids a court
or tribunal from granting the seller a period of
grace in which to comply with a buyer’s
demand for a remedy.
Buyer’s Remedies Under the CISG
1. Compel specific performance;

2. Avoid the contract for fundamental breach

or non-delivery;

3. Reduce the price;

4. Refuse early delivery;

5. Refuse excess quantities.

1.Specific performance
As we have already seen, the availability of a
decree of specific performance depends on the
domestic rules applicable to the court hearing the
suit. Assuming it is available, a buyer can ask that
a seller either (a) deliver substitute goods or (b)
make repairs. In either case, the buyer must first
notify the seller that the goods are nonconforming,
and , if he is asking for substitute goods, the
nonconformity must amount to a fundamental
breach. Also, the buyer cannot have avoided the
contract or restored to some other inconsistent
remedy.
 Article 46
(1) The buyer may require performance by the seller of hi
s obligations unless the buyer has resorted to a remed
y which is inconsistent with this requirement.
(2) If the goods do not conform with the contract, the buy
er may require delivery of substitute goods only if the
lack of conformity constitutes a fundamental breach o
f contract and a request for substitute goods is made
either in conjunction with notice given under article 39
or within a reasonable time thereafter.
(3) If the goods do not conform with the contract, the buy
er may require the seller to remedy the lack of confor
mity by repair, unless this is unreasonable having reg
ard to all the circumstances. A request for repair must
be made either in conjunction with notice given under
article 39 or within a reasonable time thereafter.
2.Avoidance of the Contract
Article 49
(1) The buyer may declare the contract avoided:
(a) if the failure by the seller to perform any of his obligations u
nder the contract or this Convention amounts to a fundamen
tal breach of contract; or
(b) in case of non-
delivery, if the seller does not deliver the goods within the a
dditional period of time fixed by the buyer in accordance wit
h paragraph (1) of article 47 or declares that he will not deliv
er within the period so fixed.
(2) However, in cases where the seller has delivered th
e goods, the buyer loses the right to declare the cont
ract avoided unless he does so:
(a) in respect of late delivery, within a reasonable time
after he has become aware that delivery has been m
ade;
(b) in respect of any breach other than late delivery, wit
hin a reasonable time:
(i) after he knew or ought to have known of the breach;
(ii) after the expiration of any additional period of time f
ixed by the buyer in accordance with paragraph (1) o
f article 47, or after the seller has declared that he wil
l not perform his obligations within such an addition
al period; or
(iii) after the expiration of any additional period of time
indicated by the seller in accordance with paragraph
(2) of article 48, or after the buyer has declared that h
e will not accept performance.
3. Reduce in Price
Article 50
If the goods do not conform with the contract and wh
ether or not the price has already been paid, the buy
er may reduce the price in the same proportion as th
e value that the goods actually delivered had at the ti
me of the delivery bears to the value that conforming
goods would have had at that time. However, if the s
eller remedies any failure to perform his obligations i
n accordance with article 37 or article 48 or if the buy
er refuses to accept performance by the seller in acc
ordance with those articles, the buyer may not reduc
e the price.
Price
Reduction

Price ×Value of goods as delivered

=
Value of conforming goods at the time of delivery
Example
Assume that the price for 25,000 busels of No.3 corn
in Karachi at the time of delivery is $75,000 and the
price for the same amount of No.1 corn is $100,000.
The original price ($ 80,000) will therefore be reduced
by the ratio of the price of the No.3 to the price of the
No.1 corn. Accordingly, the reduction will be $20,000
and the buyer will pay only $60,000.

75,000 3
×80,000 ＝ ×80,000 ＝60,000
100,000 4
4. Refusing Early Delivery and Excess
Quantities

Article 52
(1) If the seller delivers the goods before the date
fixed, the buyer may take delivery or refuse to tak
e delivery.

(2) If the seller delivers a quantity of goods greate

r than that provided for in the contract, the buyer
may take delivery or refuse to take delivery of the
excess quantity. If the buyer takes delivery of all
or part of the excess quantity, he must pay for it a
t the contract rate.
The Effect of Nonconformity in a Part
of the Goods
Assume the following facts: A seller agrees to sell a
buyer 1,000 bags of flour. At the time of delivery, 100
bags are vermin(害虫 ) infested and totally unusable.
May the buyer reject the 100 bags and accept the
balance? May the buyer reject the entire contract?
As to the defective part, CISG provides that the buyer
may seek specific performance, obtain a price reduction,
or avoid that part of the contract. In doing so, however,
he must comply with CISG’s rules for those particular
remedies. As for avoiding the whole contract, a buyer
may do so only if the partial delivery amounts to a
fundamental breach of the whole.
Seller’s remedies for buyer’s breach
1. Compel specific performance;

2. Avoid the contract for a fundamental breach or

failure to cure a defect;

3. To obtain missing specifications

 1.Specific Performance

Article 62
The seller may require the buyer to pay the
price, take delivery or perform his other obl
igations, unless the seller has resorted to a
remedy which is inconsistent with this req
uirement.
Limitations to be required for performance
One is clearly form the wording of the provisions:
the seller is deprived of this right if he has
resorted to a remedy which is in consistent with
the seller insisting upon the specific performance,
such as declaring the contract avoided or fixing
an additional period of time for performance. The
second limitation is related to the application of
Article 28 that the competent judge is not bound
to order specific performance on behalf of the
seller as required under article 62 if the judge
would not do so under its domestic law in respect
of similar contracts.
2. Avoidance of the Contract
The CISG specifies two cases in which the
seller has the right to declare the contract
avoided:
(1) in case of the buyer’s fundamental
breach of contract;
(2) the buyer refusing or giving notice of
refusal, to perform his obligations within
an additional period of time.
3、Missing Specifications
Article 65
(1) If under the contract the buyer is to specify the fo
rm, measurement or other features of the goods and
he fails to make such specification either on the date
agreed upon or within a reasonable time after receip
t of a request from the seller, the seller may, without
prejudice to any other rights he may have, make the
specification himself in accordance with the require
ments of the buyer that may be known to him.
如果买方应根据合同规定订明货物的形状、大小或其他特
征，而他在议定的日期或在收到卖方的要求后一段合理时
间内没有订明这些规格，则卖方在不损害其可能享有的任
何其他权利的情况下，可以依照他所知的买方的要求，自
己订明规格。
(2) If the seller makes the specification himself,
he must inform the buyer of the details thereof
and must fix a reasonable time within which the
buyer may make a different specification. If, aft
er receipt of such a communication, the buyer f
ails to do so within the time so fixed, the specifi
cation made by the seller is binding.
如果卖方自己订明规格，也必须把订明规格的细节通知买方，
而且必须规定一段合理时间，让买方可以在该段时间内订出
不同的规格。如果买方在收到这种通知后没有在该段时间内
这样做，卖方所订的规格就具有约束力。
Remedies available to both buyers and sellers

1. Suspension of performance ;

2. Anticipatory avoidance;

3. Avoidance of installment of contracts ;

4. Damages
1. Suspension of Performance
Article 71(1) (applies to threats of nonconformance)
A party may suspend the performance of his obli
gations if, after the conclusion of the contract, it
becomes apparent that the other party will not p
erform a substantial part of his obligations as a r
esult of:
(a) a serious deficiency in his ability to perform or i
n his creditworthiness; or
(b) his conduct in preparing to perform or in perfor
ming the contract.
如果订立合同后，另一方当事人由于下列原因显然将不履
行其大部分重要义务，一方当事人可以中止履行义务：
a.他履行义务的能力或他的信用有严重缺陷；b.他在
准备履行合同或履行合同中的行为。
(2)If the seller has already dispatched the goods bef
ore the grounds described in the preceding paragra
ph become evident, he may prevent the handing ov
er of the goods to the buyer even though the buyer
holds a document which entitles him to obtain them.
The present paragraph relates only to the rights in th
e goods as between the buyer and the seller.
如果卖方在上一款所述的理由明显化以前已将货
物发运，他可以阻止将货物交付给买方，即使买方持
有其有权获得货物的单据。本款规定只与买方和卖方
间对货物的权利有关。
 (2) This paragraph applies to threats of nonpayment
discovered after the goods are in transit. The threat that
the buyer will not pay must be discovered after the goods
are shipped but before they are handed over by the carrier,
and the seller must have retained control over the goods
(e.g., he may have turned over a negotiable bill of lading
to the buyer) In this situation, the seller can prevent the
carrier from delivering the goods to the buyer. This right,
however, relates only to the goods as between the buyer
and the seller,” Should a third person acquire legal rights
in the goods (e.g., as the holder in due course of a
negotiable bill of lading) CISG will not apply. Instead, the
matter is left to domestic law; and, in most cases, the third
party’s rights will prevail.
(3) (require s a suspending party to give notice and to
resumes his obligations under the contract if the
other party provides adequate assurances of his
capability to perform)
A party suspending performance, whether before or
after dispatch of the goods, must immediately give n
otice of the suspension to the other party and must c
ontinue with performance if the other party provides
adequate assurance of his performance.
中止履行义务的一方当事人不论是在货物发运前
还是发运后，都必须立即通知另一方当事人，如经另
一方当事人对履行义务提供充分保证，则他必须继续
履行义务。
 2. Avoidance in Anticipation of a
Fundamental Breach

Anticipatory breach is an unequivocal

indication that the party will not perform when
performance is due, or a situation in which
future non-performance is inevitable. An
anticipatory breach gives the non-breaching
party the option to treat such a breach as
immediate, and, if repudiatory, to terminate
the contract and sue for damages without
waiting for the breach to actually take place.
Article 72(1) If prior to the date for performance of the contract it is clear
that one of the parties will commit a fundamental breach of contract,
the other party may declare the contract avoided.
如果在履行合同日期之前，明显看出一方当事人将根本违
反合同，另一方当事人可以宣告合同无效。
(2) If time allows, the party intending to declare the contract avoided mu
st give reasonable notice to the other party in order to permit him to
provide adequate assurance of his performance.
如果时间许可，打算宣告合同无效的一方当事人必须向另
一方当事人发出合理的通知，使他可以对履行义务提供充
分保证。
(3) The requirements of the preceding paragraph do not apply if the othe
r party has declared that he will not perform his obligations.
如果另一方当事人已声明他将不履行其义务，则上一款的
规定不适用。
Avoidance of an Installment Contract
Article 73
(1) In the case of a contract for delivery of goods by
installments, if the failure of one party to perform any
of his obligations in respect of any installment consti
tutes a fundamental breach of contract with respect
to that installment, the other party may declare the con
tract avoided with respect to that installment.对于分
批交付货物的合同，如果一方当事人不履行对任何一
批货物的义务，便对该批货物构成根本违反合同，则
另一方当事人可以宣告合同对该批货物无效。
(2) If one party's failure to perform any of his obl
igations in respect of any installment gives the
other party good grounds to conclude that a
fundamental breach of contract will occur with
respect to future installments, he may declare
the contract avoided for the future, provided that
he does so within a reasonable time.
如果一方当事人不履行对任何一批货物的义务，
使另一方当事人有充分理由断定对今后各批货
物将会发生根本违反合同，该另一方当事人可
以在一段合理时间内宣告合同今后无效。
(3) A buyer who declares the contract avoided in respe
ct of any delivery may, at the same time, declare it a
voided in respect of deliveries already made or of fut
ure deliveries if, by reason of their interdependence,
those deliveries could not be used for the purpose c
ontemplated by the parties at the time of the conclus
ion of the contract.
买方宣告合同对任何一批货物的交付为无效时，可以同
时宣告合同对已交付的或今后交付的各批货物均为无
效，如果各批货物是互相依存的，不能单独用于双方
当事人在订立合同时所设想的目的。
Damages
Article 74
Damages for breach of contract by one party consist
of a sum equal to the loss, including loss of profit, s
uffered by the other party as a consequence of the b
reach. Such damages may not exceed the loss whic
h the party in breach foresaw or ought to have fores
een at the time of the conclusion of the contract, in t
he light of the facts and matters of which he then kn
ew or ought to have known, as a possible conseque
nce of the breach of contract.
一方当事人违反合同应负的损害赔偿额，应与另一方当
事人因他违反合同而遭受的包括利润在内的损失额相
等。这种损害赔偿不得超过违反合同一方在订立合同
时，依照他当时已知道或理应知道的事实和情况，对
违反合同预料到或理应预料到的可能损失。
Article 75
If the contract is avoided and if, in a reasonable man
ner and within a reasonable time after avoidance, th
e buyer has bought goods in replacement or the sell
er has resold the goods, the party claiming damages
may recover the difference between the contract pri
ce and the price in the substitute transaction as well
as any further damages recoverable under article 74.
如果合同被宣告无效，而在宣告无效后一段合理时间
内，买方已以合理方式购买替代货物，或者卖方已以
合理方式把货物转卖，则要求损害赔偿的一方可以取
得合同价格和替代货物交易价格之间的差额以及按照
第七十四条规定可以取得的任何其他损害赔偿。
Article 76(1) If the contract is avoided and there is a current
price for the goods, the party claiming damages may, if h
e has not made a purchase or resale under article 75, rec
over the difference between the price fixed by the contract
and the current price at the time of avoidance as well as
any further damages recoverable under article 74. If, how
ever, the party claiming damages has avoided the contrac
t after taking over the goods, the current price at the time
of such taking over shall be applied instead of the current
price at the time of avoidance.如果合同被宣告无效，而货
物又有时价，要求损害赔偿的一方，如果没有根据第七十
五条规定进行购买或转卖，则可以取得合同规定的价格和
宣告合同无效时的时价之间的差额以及按照第七十四条规
定可以取得的任何其他损害赔偿。但是，如果要求损害赔
偿的一方在接收货物之后宣告合同无效，则应适用接收货
物时的时价，而不适用宣告合同无效时的时价。
Two different rules to calculate
damages
 First, if an avoiding party has entered into a good-
faith substitute transaction---the buyer obtaining
substitute goods or the seller reselling the goods to
another party---then damages are measured bu the
difference between contract price and the price
received in the substitute transaction.
 Alternatively, if the avoiding party did not enter into a
substitute transaction, then the damages are
calculated by taking the difference between the
contract price and the current price at the time of
avoidance.
(2) For the purposes of the preceding paragraph,
the current price is the price prevailing at the p
lace where delivery of the goods should have b
een made or, if there is no current price at that
place, the price at such other place as serves a
s a reasonable substitute, making due allowan
ce for differences in the cost of transporting the
goods.为上一款的目的，时价指原应交付货物
地点的现行价格，如果该地点没有时价，则指
另一合理替代地点的价格，但应适当地考虑货
物运费的差额。
Article 77
A party who relies on a breach of contract mu
st take such measures as are reasonable in t
he circumstances to mitigate the loss, includi
ng loss of profit, resulting from the breach. If
he fails to take such measures, the party in br
each may claim a reduction in the damages i
n the amount by which the loss should have b
een mitigated.声称另一方违反合同的一方，
必须按情况采取合理措施，减轻由于该另一方
违反合同而引起的损失，包括利润方面的损失。
如果他不采取这种措施，违反合同一方可以要
求从损害赔偿中扣除原可以减轻的损失数额。
 Section Ⅴ
Passing of Risk
Ⅰ Starting Points for the Passing of
Risk in Different Law Systems
1. The moment of conclusion of the contract,
which is still in force in Swiss Law;
2. The moment of passing of ownership, which
gives the connection of passing of risk and
ownership applies in French Civil Code and
in the English Sale of Goods Act;
3. The moment of handing over the goods
which is adopted in the CISG, in the German
Civil Code and in the Uniform Commercial
Code of the United States.
Ⅱ The Definition of Loss of or
Damage to the Goods
“Loss of or damage to the goods” means such
incidents, which are not caused by one of the
parties to the contract or by persons for
whom they are responsible, but accidents
which are caused by independent third parties
or incidents which are not caused by human
beings. It must be casual loss or damage.
This comprises factual losses as well, such
as theft, vandalism, accidents, unloading in
emergencies and other physical impairments.
Ⅲ Consequences for the Buyer after
the Risk of Loss or Damage to Goods
Passes to the Buyer

Article 66
Loss of or damage to the goods after the
risk has passed to the buyer does not
discharge him from his obligation to pay
the price, unless the loss or damage is
due to an act or omission of the seller.
Ⅳ Rules for When the Risk Passes to
the Buyer
Rule One: The Passing of Risk When the Contract Involves
Carriage of the Goods
Article 67
(1) If the contract of sale involves carriage of the goods
and the seller is not bound to hand them over at a
particular place, the risk passes to the buyer when the
goods are handed over to the first carrier for transmission
to the buyer in accordance with the contract of sale. If the
seller is bound to hand the goods over to a carrier at a
particular place, the risk does not pass to the buyer until
the goods are handed over to the carrier at that place. The
fact that the seller is authorized to retain documents
controlling the disposition of the goods does not affect the
passage of the risk.
(2) Nevertheless, the risk does not pass to the buyer
until the goods are clearly identified to the contract,
whether by markings on the goods, by shipping
documents, by notice given to the buyer or
otherwise.
（1）如果销售合同涉及到货物的运输，但卖方没有义务在
某一特定地点交付货物，自货物按照销售合同交付给第一
承运人以转交给买方时起，风险就移转到买方承担。如果
卖方有义务在某一特定地点把货物交付给承运人，在货物
于该地点交付给承运人以前，风险不移转到买方承担。卖
方有权保留控制货物处置权的单据，并不影响风险的移转。
（2）但是，在货物以货物上加标记、或以装运单据、或向
买方发出通知或其他方式清楚地注明有关合同以前，风险
不移转到买方承担。
Analysis of Article 67
1. Handing over of the goods at a particular place.
If the seller is bound to hand the goods over to a
carrier at a particular place, the risk does not
pass to the buyer until the goods are handed
over to the carrier at that place.
2. Handing over the goods other than at a
particular place. If the seller is not bound to
hand them over at a particular place, the risk
passes to the buyer when the goods are handed
over to the first carrier for transmission to the
buyer in accordance with the contract of sale.
3. Documents
The fact that the seller is authorized to retain
documents controlling the disposition of the
goods does not affect the passage of the risk.

4. Special features for the sale of

unascertained goods.
The risk does not pass to the buyer until the
goods are clearly identified to the contract,
whether by markings on the goods, by
shipping documents, by notice given to the
buyer or otherwise.
Rule Two: The Passing of Risk with Goods
in Transit（运输途中销售的货物风险转移）
Article 68
The risk in respect of goods sold in transit passes to
the buyer from the time of the conclusion of the
contract. However, if the circumstances so indicate,
the risk is assumed by the buyer from the time the
goods were handed over to the carrier who issued the
documents embodying the contract of carriage.
Nevertheless, if at the time of the conclusion of the
contract of sale the seller knew or ought to have
known that the goods had been lost or damaged and
did not disclose this to the buyer, the loss or damage
is at the risk of the seller.
 对于在运输途中销售的货物，从订立合同时起，风险
就移转到买方承担。但是，如果情况表明有此需要，从货
物交付给签发载有运输合同单据的承运人时起，风险就由
买方承担。尽管如此，如果卖方在订立合同时已知道或理
应知道货物已经遗失或损坏，而他又不将这一事实告之买
方，则这种遗失或损坏应由卖方负责。
Analysis of Article 68
1. Passing of the risk at the time of conclusion of
the contract. The risk in respect of goods sold
in transit passes to the buyer from the time of
the conclusion of the contract.
2. Passing of the risk at the time of handling over
the goods to the carrier. If the circumstances
so indicate, the risk is assumed by the buyer
from the time the goods were handed over to
the carrier who issued the documents
embodying the contract of carriage.
 Rule Three: Other Situations of
Passing of Risk under the CISG
Article 69
(1) In cases not within articles 67 and 68, the risk passes
to the buyer when he takes over the goods or, if he do
es not do so in due time, from the time when the good
s are placed at his disposal and he commits a breach
of contract by failing to take delivery.
(2) However, if the buyer is bound to take over the goods
at a place other than a place of business of the seller,
the risk passes when delivery is due and the buyer is
aware of the fact that the goods are placed at his disp
osal at that place.
(3) If the contract relates to goods not then identified, the
goods are considered not to be placed at the disposal
of the buyer until they are clearly identified to the con
tract.
（1）在不属于第六十七条和第六十八条规定的情况下，从
买方接收货物时起，或如果买方不在适当时间内这样做，
则从货物交给他处置但他不收取货物从而违反合同时起，
风险移转到买方承担。
（2）但是，如果买方有义务在卖方营业地以外的某一地点
接收货物，当交货时间已到而买方知道货物已在该地点交
给他处置时，风险方始移转。
（3）如果合同指的是当时未加识别的货物，则这些货物在
未清楚注明有关合同以前，不得视为已交给买方处置。
 A Standard Contract
in International Sales Contracts (1)

1. Name of contract:

2. Contract No. & Date.

3. Names, Addresses, Tel No.,

Fax, Emails
 A Standard Contract
in International Sales Contracts (2)

4. Terms and Conditions:

(1) Name of Commodity and Specification (2) Quantity;

(3) Unit Price; (4) Amount; (5) Total Value; (6) Packing;
(7) Time of Shipment; (8) Port of Loading; (9) Port of
Destination; (10)Terms of Payment; (11)Insurance; (12)
Shipping Mark; (13) Documents Required; (14) Terms
of Shipment; Shipping Advice; (16) Quality
Guarantee;(17) Inspection; (18) Claim;
(19)Late Delivery and Penalty；(20) Force Majeure;
(21)Arbitration; (22) Notices; (23) Additional Clause;
 Exercises（1）
1. Are goods bought for personal use included
under CISG?
2. If a buyer is not entitled to damages when a
seller delivers nonconforming goods, will the
buyer be entitled to a reduction in price?
3. If the seller delivers early, is the buyer still
under obligation to take delivery? Why or why
not?
4. Explain the duties of the buyer and the seller
separately.
 Exercises (2)

5. What is anticipated breach of contract? If one

party of the contract anticipates breach the
contract, what are the possible measure of
the other party can take?
6. What kinds of remedies can a buyer get if the
seller breach of the delivery duty? And what
kind of influence does it have on the transfer
of the risk?
7. When does usually the risk transfer
according to CISG?
8. What are the four remedies available to the
buyer if the seller breaches the sales contract?
 Exercises (3)

9. If one of the parties makes an offer and

promises to keep it open for a period 30
days, can it later change its mind and
withdraw the offer?
10. List the main provisions in a contract.
11. When does an acceptance become effective?
Does it matter if the acceptance calls for
miner changes in the terms contained in the
offer?
12. What kinds of remedies can a buyer get
if the seller breach of the delivery duty?

13. What kind of influence does it have on

the transfer of the risk?