Cisg

Front 1

CISG

Back 1

U.S. federal law which governs contracts for the international sale of goods, and which pre-empts state laws like the UCC.

Front 2

As federal law, which article of the UCC does the CISG preempt where applicable?

Back 2

UCC Article 2

Front 3

Which CISG has the United States declared that it is not bound by?

Back 3

Article 1 (1)(b)

Front 4

What is the practical effect of the U.S. opting out of Article 1 (1)(b)?

Back 4

U.S. courts are bound to use CISG law ONLY when it applies to contracts between parties whose principle places of business are in the U.S. and other Contracting States. Otherwise, UCC likely applies.

Front 5

Who was the CISG drafted by?

Back 5

United Nations Commission on International Trade Law (UNCITRAL)

Front 6

How does the CISG determine its applicability under Article 1?

Back 6

It considers itself applicable to contracts for the sale of goods which are international and which have a minimum amount of contact with a Contracting State.

Front 7

How does Article 1 define an "international" contract?

Back 7

When buyer's and seller's "places of business are in different States".

Front 8

How does the CISG define a "place of business" with regard to Article 1?

Back 8

"Place of business" must be a permanent establishment, not things like a warehouse or the office of a seller's agent.

Front 9

How does the CISG determine "a minimum amount of contact with a Contracting State" under Article 1?

Back 9

1) both states are Contracting States
2) only one State is a Contracting State and private international law choice-of-law rules lead to the application of the law of the Contracting State

Front 10

Which Article excludes sales to consumers from coverage under the CISG?

Back 10

Article 2
Goods bought for "personal family or household use" are not covered by the CISG.

Front 11

Does Article 2 exclude electronic "goods"?

Back 11

The quick answer is no, but this is currently being debated. What constitutes a "good"? Is software on a CD a "good"?

Front 12

Which Article excludes "services" contracts from coverage under the CISG?

Back 12

Article 3
CISG does not apply when "preponderant part of obligation consists of labor or services"

Front 13

What are the three types of issues expressly excluded from the CISG?

Back 13

1) "validity" of the contract
2) property (or title) issues
3) liability for death or personal injury

Front 14

Which Article covers supplementary principles of law, or "gap fillers".

Back 14

Article 7(2) stresses that gaps should be addressed by looking to "general principles" in the Convention or in international law, not in domestic law as a default.

Front 15

What are the 3 tiers of the hierarchy that Article 8 establishes regarding interpretation of contracts?

Back 15

1) where the parties have common understanding of a provision, that common understanding should be used
2) If one party "knew or could have known" the other's intent, the other party's interpretation prevails
3) if parties are unaware of divergence in interpretation, "reasonable person" standard used

Front 16

Which Articles cover contract formation provisions?

Back 16

Articles 14-24

Front 17

Does an offer need formal acceptance under the CISG for a binding contract to be formed?

Back 17

No. Conduct of the parties that recognizes the establishment of an agreement is enough.

Front 18

What are the 3 requirements for an "offer" under CISG Article 14?

Back 18

1) Must be a "proposal for concluding a contract"
2) Must indicate "an intention to be bound in case of acceptance"
3) Must be "sufficiently definite" (description, qty, and price)

Front 19

When is "withdrawl" of an offer permissible?

Back 19

Only before the offer is received by the other party.

Front 20

What is the cut off for attempting to "revoke" an offer?

Back 20

The offerer can only attempt to revoke the offer BEFORE the other party has accepted.

Front 21

How does the CISG define "acceptance"?

Back 21

Either a statement or "other conduct" by an offeree "indicating assent to an offer."

Front 22

Is the CISG's approach to the "battle of the forms" equivalent to the "mirror image" rule?

Back 22

Not exactly. If the buyer's order acknowlegement and the seller's purchase order have "materially" different terms, this is a rejection and counter offer. If terms are not "materially" different, standard terms with common substance apply. Conflicting standard terms are excluded.

Front 23

What are the basic requirements a seller must satisfy for "quality of goods" in a contract?

Back 23

1) conform to contract description
2) fit for ordinary use
3) fit for any particular use made known to seller
4) conform to any goods seller has used as a sample or model

Front 24

What are the Buyer's 2 primary obligations in a sale contract?

Back 24

To pay the agreed price and to take delivery of the goods.

Front 25

What are the general rules for Buyer's inspection and notice of defects?

Back 25

Notice must be timely and notice of defects must be specific with regard to nature of the lack of conformity.

Front 26

When does risk of loss pass to the Buyer under CISG?

Back 26

When goods have been "handed over" by the Seller to the first carrier.

Front 27

Which CISG Article deals with excused peformance?

Back 27

Article 79

Front 28

When is performance excused under Article 79?

Back 28

When failure to perform due to an "impediment" beyond the party's control, and which the party "could not reasonably be expected to have taken into account" when the contract was made. Nonperforming party must prove that it could not avoid or overcome "impediment".

Front 29

How long is performance excused due to an "impediment" under Article 79?

Back 29

Only as long as the "impediment" continues. Party seeking excuse must notify other party of both impediment and of its effect on performance in timely manner.

Front 30

What is the analogous UCC section to CISG Article 79?

Back 30

UCC 2-615

Front 31

What are the 4 types of remedies a Buyer has under CISG?

Back 31

1) "avoidance" of the contract
2) price adjustment
3) an action for specific performance
4) an action for damages

Front 32

What are the Seller's 5 potential remedies if the Buyer breaches under CISG?

Back 32

1) suspension of performance
2) "avoidance of the contract
3) reclamation of the goods
4) an action for the price
5) an action for damages

Front 33

What does "avoidance of the contract" mean to Buyers?

Back 33

Method of refusing ot accept or keep defective goods or to pay for them.

Front 34

What is the most common damages equation for Buyers?

Back 34

1) Difference between the price of "cover" (sub goods actually purchased) and the contract price or
2) the difference between the mkt price and the contract price.

Front 35

What is the most common damages equation for Sellers?

Back 35

1) Difference between contract price and resale price if goods were actually resold or
2) diff between the contract price and mkt price of goods at the time of contract avoidance

Front 36

What do people typically rely on to define standard commercial terms as gap-fillers for the CISG?

Back 36

International Chamber of Commerce International Commercial Terms.
(ICC Incoterms)