United Nations Convention on Contracts for the International Sale of Goods

 

Article 43

(1) The buyer loses the right to rely on the provisions of article 41 or
article 42 if he does not give notice to the seller specifying the nature
of the right or claim of the third party within a reasonable time after he
has become aware or ought to have become aware of the right or claim.

(2) The seller is not entitled to rely on the provisions of the preceding
paragraph if he knew of the right or claim of the third party and the
nature of it.

Article 44

Notwithstanding the provisions of paragraph (1) of article 39 and paragraph
(1) of article 43, the buyer may reduce the price in accordance with
article 50 or claim damages, except for loss of profit, if he has a
reasonable excuse for his failure to give the required notice.

Section III. Remedies for breach of contract by the seller

Article 45

(1) If the seller fails to perform any of his obligations under the
contract or this Convention, the buyer may:

(a) exercise the rights provided in articles 46 to 52;

(b) claim damages as provided in articles 74 to 77.

(2) The buyer is not deprived of any right he may have to claim damages by
exercising his right to other remedies.

(3) No period of grace may be granted to the seller by a court or arbitral
tribunal when the buyer resorts to a remedy for breach of contract.

Article 46

(1) The buyer may require performance by the seller of his obligations
unless the buyer has resorted to a remedy which is inconsistent with this
requirement.

(2) If the goods do not conform with the contract, the buyer may require
delivery of substitute goods only if the lack of conformity constitutes a
fundamental breach of 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 buyer may require
the seller to remedy the lack of conformity by repair, unless this is
unreasonable having regard 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.

Article 47

(1) The buyer may fix an additional period of time of reasonable length for
performance by the seller of his obligations.

(2) Unless the buyer has received notice from the seller that he will not
perform within the period so fixed, the buyer may not, during that period,
resort to any remedy for breach of contract. However, the buyer is not
deprived thereby of any right he may have to claim damages for delay in
performance.

Article 48

(1) Subject to article 49, the seller may, even after the date for
delivery, remedy at his own expense any failure to perform his obligations,
if he can do so without unreasonable delay and without causing the buyer
unreasonable inconvenience or uncertainty of reimbursement by the seller of
expenses advanced by the buyer. However, the buyer retains any right to
claim damages as provided for in this Convention.

(2) If the seller requests the buyer to make known whether he will accept
performance and the buyer does not comply with the request within a
reasonable time, the seller may perform within the time indicated in his
request. The buyer may not, during that period of time, resort to any
remedy which is inconsistent with performance by the seller.

(3) A notice by the seller that he will perform within a specified period
of time is assumed to include a request, under the preceding paragraph,
that the buyer make known his decision.

(4) A request or notice by the seller under paragraph (2) or (3) of this
article is not effective unless received by the buyer.

Article 49

(1) The buyer may declare the contract avoided:

(a) if the failure by the seller to perform any of his obligations under
the contract or this Convention amounts to a fundamental breach of
contract; or

(b) in case of non-delivery, if the seller does not deliver the goods
within the additional period of time fixed by the buyer in accordance
with paragraph (1) of article 47 or declares that he will not deliver
within the period so fixed.

(2) However, in cases where the seller has delivered the goods, the buyer
loses the right to declare the contract avoided unless he does so:

(a) in respect of late delivery, within a reasonable time after he has
become aware that delivery has been made;

(b) in respect of any breach other than late delivery, within 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 fixed by
the buyer in accordance with paragraph (1) of article 47, or after
the seller has declared that he will not perform his obligations
within such an additional 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 he will not accept performance.

Article 50

If the goods do not conform with the contract and whether or not the price
has already been paid, the buyer may reduce the price in the same
proportion as the value that the goods actually delivered had at the time
of the delivery bears to the value that conforming goods would have had at
that time. However, if the seller remedies any failure to perform his
obligations in accordance with article 37 or article 48 or if the buyer
refuses to accept performance by the seller in accordance with those
articles, the buyer may not reduce the price.

Article 51

(1) If the seller delivers only a part of the goods or if only a part of
the goods delivered is in conformity with the contract, articles 46 to 50
apply in respect of the part which is missing or which does not conform.

(2) The buyer may declare the contract avoided in its entirety only if the
failure to make delivery completely or in conformity with the contract
amounts to a fundamental breach of the contract.

Article 52

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

(2) If the seller delivers a quantity of goods greater 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 at the contract rate.

Chapter III

OBLIGATIONS OF THE BUYER

Article 53

The buyer must pay the price for the goods and take delivery of them as
required by the contract and this Convention.

Section I. Payment of the price

Article 54

The buyer’s obligation to pay the price includes taking such steps and
complying with such formalities as may be required under the contract or
any laws and regulations to enable payment to be made.

 

Author: international

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