United Nations Convention on Contracts for the International Sale of Goods 7

United Nations Convention on Contracts for the International Sale of Goods

 

Article 77

A party who relies on a breach of contract must take such measures as are
reasonable in the circumstances to mitigate the loss, including loss of
profit, resulting from the breach. If he fails to take such measures, the
party in breach may claim a reduction in the damages in the amount by which
the loss should have been mitigated.

Section III. Interest

Article 78

If a party fails to pay the price or any other sum that is in arrears, the
other party is entitled to interest on it, without prejudice to any claim
for damages recoverable under article 74.

Section IV. Exemptions

Article 79

(1) A party is not liable for a failure to perform any of his obligations
if he proves that the failure was due to an impediment beyond his control
and that he could not reasonably be expected to have taken the impediment
into account at the time of the conclusion of the contract or to have
avoided or overcome it or its consequences.

(2) If the party’s failure is due to the failure by a third person whom he
has engaged to perform the whole or a part of the contract, that party is
exempt from liability only if:

(a) he is exempt under the preceding paragraph; and

(b) the person whom he has so engaged would be so exempt if the
provisions of that paragraph were applied to him.

(3) The exemption provided by this article has effect for the period during
which the impediment exists.

(4) The party who fails to perform must give notice to the other party of
the impediment and its effect on his ability to perform. If the notice is
not received by the other party within a reasonable time after the party
who fails to perform knew or ought to have known of the impediment, he is
liable for damages resulting from such non-receipt.

(5) Nothing in this article prevents either party from exercising any right
other than to claim damages under this Convention.

Article 80

A party may not rely on a failure of the other party to perform, to the
extent that such failure was caused by the first party’s act or omission.

Section V. Effects of avoidance

Article 81

(1) Avoidance of the contract releases both parties from their obligations
under it, subject to any damages which may be due. Avoidance does not
affect any provision of the contract for the Settlement of Disputes or any
other provision of the contract governing the rights and obligations of the
parties consequent upon the avoidance of the contract.

(2) A party who has performed the contract either wholly or in part may
claim restitution from the other party of whatever the first party has
supplied or paid under the contract. If both parties are bound to make
restitution, they must do so concurrently.

Article 82

(1) The buyer loses the right to declare the contract avoided or to require
the seller to deliver substitute goods if it is impossible for him to make
restitution of the goods substantially in the condition in which he
received them.

(2) The preceding paragraph does not apply:

(a) if the impossibility of making restitution of the goods or of making
restitution of the goods substantially in the condition in which the
buyer received them is not due to his act or omission;

(b) if the goods or part of the goods have perished or deteriorated as a
result of the examination provided for in article 38; or

(c) if the goods or part of the goods have been sold in the normal course
of business or have been consumed or transformed by the buyer in the
course normal use before he discovered or ought to have discovered
the lack of conformity.

Article 83

A buyer who has lost the right to declare the contract avoided or to
require the seller to deliver substitute goods in accordance with article
82 retains all other remedies under the contract and this Convention.

Article 84

(1) If the seller is bound to refund the price, he must also pay interest
on it, from the date on which the price was paid.

(2) The buyer must account to the seller for all benefits which he has
derived from the goods or part of them:

(a) if he must make restitution of the goods or part of them; or

(b) if it is impossible for him to make restitution of all or part of the
goods or to make restitution of all or part of the goods
substantially in the condition in which he received them, but he has
nevertheless declared the contract avoided or required the seller to
deliver substitute goods.

Section VI. Preservation of the goods

Article 85

If the buyer is in delay in taking delivery of the goods or, where payment
of the price and delivery of the goods are to be made concurrently, if he
fails to pay the price, and the seller is either in possession of the goods
or otherwise able to control their disposition, the seller must take such
steps as are reasonable in the circumstances to preserve them. He is
entitled to retain them until he has been reimbursed his reasonable
expenses by the buyer.

Article 86

(1) If the buyer has received the goods and intends to exercise any right
under the contract or this Convention to reject them, he must take such
steps to preserve them as are reasonable in the circumstances. He is
entitled to retain them until he has been reimbursed his reasonable
expenses by the seller.

(2) If goods dispatched to the buyer have been placed at his disposal at
their destination and he exercises the right to reject them, he must take
possession of them on behalf of the seller, provided that this can be done
without payment of the price and without unreasonable inconvenience or
unreasonable expense. This provision does not apply if the seller or a
person authorized to take charge of the goods on his behalf is present at
the destination. If the buyer takes possession of the goods under this
paragraph, his rights and obligations are governed by the preceding
paragraph.

 

Conclusion

Notes

See Also

References and Further Reading

About the Author/s and Reviewer/s

Author: international

Mentioned in these Entries

Settlement of Disputes, United Nations Convention on Contracts for the International Sale of Goods.


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