United Nations Convention on Contracts for the International Sale of Goods 6

United Nations Convention on Contracts for the International Sale of 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.

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.

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 does not do so in due time, from the
time when the goods 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
disposal 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 contract.

Article 70

If the seller has committed a fundamental breach of contract, articles 67,
68 and 69 do not impair the remedies available to the buyer on account of
the breach.

Chapter V

PROVISIONS COMMON TO THE OBLIGATIONS OF THE SELLER AND OF THE BUYER

Section I. Anticipatory breach and instalment contracts

Article 71

(1) A party may suspend the performance of his obligations if, after the
conclusion of the contract, it becomes apparent that the other party will
not perform a substantial part of his obligations as a result of:

(a) a serious deficiency in his ability to perform or in his
creditworthiness; or

(b) his conduct in preparing to perform or in performing the contract.

(2) If the seller has already dispatched the goods before the grounds
described in the preceding paragraph become evident, he may prevent the
handing over 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 the goods as between the buyer and the seller.

(3) A party suspending performance, whether before or after dispatch of the
goods, must immediately give notice of the suspension to the other party
and must continue with performance if the other party provides adequate
assurance of his performance.

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.

(2) If time allows, the party intending to declare the contract avoided
must give reasonable notice to the other party in order to permit him to
provide adequate assurance of his performance.

(3) The requirements of the preceding paragraph do not apply if the other
party has declared that he will not perform his obligations.

Article 73

(1) In the case of a contract for delivery of goods by instalments, if the
failure of one party to perform any of his obligations in respect of any
instalment constitutes a fundamental breach of contract with respect to
that instalment, the other party may declare the contract avoided with
respect to that instalment.

(2) If one party’s failure to perform any of his obligations in respect of
any instalment gives the other party good grounds to conclude that a
fundamental breach of contract will occur with respect to future
instalments, he may declare the contract avoided for the future, provided
that he does so within a reasonable time.

(3) A buyer who declares the contract avoided in respect of any delivery
may, at the same time, declare it avoided in respect of deliveries already
made or of future deliveries if, by reason of their interdependence, those
deliveries could not be used for the purpose contemplated by the parties at
the time of the conclusion of the contract.

Section II. Damages

Article 74

Damages for breach of contract by one party consist of a sum equal to the
loss, including loss of profit, suffered by the other party as a
consequence of the breach. Such damages may not exceed the loss which the
party in breach foresaw or ought to have foreseen at the time of the
conclusion of the contract, in the light of the facts and matters of which
he then knew or ought to have known, as a possible consequence of the
breach of contract.

Article 75

If the contract is avoided and if, in a reasonable manner and within a
reasonable time after avoidance, the buyer has bought goods in replacement
or the seller has resold the goods, the party claiming damages may recover
the difference between the contract price and the price in the substitute
transaction as well as any further damages recoverable under article 74.

Article 76

(1) If the contract is avoided and there is a current price for the goods,
the party claiming damages may, if he has not made a purchase or resale
under article 75, recover 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, however, the party
claiming damages has avoided the contract 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.

(2) For the purposes of the preceding paragraph, the current price is the
price prevailing at the place where delivery of the goods should have been
made or, if there is no current price at that place, the price at such
other place as serves as a reasonable substitute, making due allowance for
differences in the cost of transporting the goods.

 

Conclusion

Notes

See Also

References and Further Reading

About the Author/s and Reviewer/s

Author: international

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