Where a contract has been validly concluded but does not expressly or
implicitly fix or make provision for determining the price, the parties are
considered, in the absence of any indication to the contrary, to have
impliedly made reference to the price generally charged at the time of the
conclusion of the contract for such goods sold under comparable
circumstances in the trade concerned.
If the price is fixed according to the weight of the goods, in case of
doubt it is to be determined by the net weight.
(1) If the buyer is not bound to pay the 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 handing over of the goods or
of documents, at the place where the handing over takes place.
(2) The seller must bear any increases in the expenses incidental to
payment which is caused by a change in his place of business subsequent to
the conclusion of the contract.
(1) If the buyer is not bound to pay the price at any other specific time,
he must pay it when the seller places either the goods or documents
controlling their disposition at the buyer’s disposal in accordance with
the contract and this Convention. The seller may make such payment a
condition for handing over the goods or documents.
(2) If the contract involves carriage of the goods, the seller may dispatch
the goods on terms whereby the goods, or documents controlling their
disposition, will not be handed over to the buyer except against payment of
(3) The buyer is not bound to pay the price until he has had an opportunity
to examine the goods, unless the procedures for delivery or payment agreed
upon by the parties are inconsistent with his having such an opportunity.
The buyer must pay the price on the date fixed by or determinable from the
contract and this Convention without the need for any request or compliance
with any formality on the part of the seller.
Section II. Taking delivery
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 seller to make delivery; and
(b) in taking over the goods.
Section III. Remedies for breach of contract by the buyer
(1) If the buyer fails to perform any of his obligations under the contract
or this Convention, the seller may:
(a) exercise the rights provided in articles 62 to 65;
(b) claim damages as provided in articles 74 to 77.
(2) The seller 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 buyer by a court or arbitral
tribunal when the seller resorts to a remedy for breach of contract.
The seller may require the buyer to pay the price, take delivery or perform
his other obligations, unless the seller has resorted to a remedy which is
inconsistent with this requirement.
(1) The seller may fix an additional period of time of reasonable length
for performance by the buyer of his obligations.
(2) Unless the seller has received notice from the buyer that he will not
perform within the period so fixed, the seller may not, during that period,
resort to any remedy for breach of contract. However, the seller is not
deprived thereby of any right he may have to claim damages for delay in
(1) The seller may declare the contract avoided:
(a) if the failure by the buyer to perform any of his obligations under
the contract or this Convention amounts to a fundamental breach of
(b) if the buyer does not, within the additional period of time fixed by
the seller in accordance with paragraph (1) of article 63, perform
his obligation to pay the price or take delivery of the goods, or if
he declares that he will not do so within the period so fixed.
(2) However, in cases where the buyer has paid the price, the seller loses
the right to declare the contract avoided unless he does so:
(a) in respect of late performance by the buyer, before the seller has
become aware that performance has been rendered; or
(b) in respect of any breach other than late performance by the buyer,
within a reasonable time:
(i) after the seller knew or ought to have known of the breach; or
(ii) after the expiration of any additional period of time fixed by
the seller in accordance with paragraph (1) or article 63, or after
the buyer has declared that he will not perform his obligations
within such an additional period.
(1) If under the contract the buyer is to specify the form, 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 receipt 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
requirements of the buyer that may be known to him.
(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, after receipt of such a
communication, the buyer fails to do so within the time so fixed, the
specification made by the seller is binding.
PASSING OF RISK
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.
References and Further Reading
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