International Commercial Sale of Goods

This Model Contract contains the substantive rules for an international sales contract, i.e. the main rights and obligations of the Parties, the remedies for breach of contract by the Buyer; the remedies for breach of contract by the Seller; the general rules that apply equally to both parties. It also contains the boilerplate clauses broadly accepted in international commercial contracts. The Model Contract is greatly influenced by the United Nations Convention on Contracts for the International Sale of Goods (CISG), widely accepted by lawyers of different traditions and backgrounds. It articulates practical requirements arising from commercial practice with the general rules of the CISG. The Model Contract can be viewed as a general framework for the numerous types of sales contracts in international trade. In implementing it, the Parties should adapt it to the nature of each particular sales contract as well as to the specific requirements of the applicable law, where such requirements exist. Attention is drawn on the following points: 1.The Model Contract for the International Sale of Goods is presented in two versions – the “standard” and the “short” one. The standard version contains definitions of relevant notions (i.e. on the concept of lack of conformity), special comments (i.e. on the notice of non-conformity), explanations and/or warnings to the Parties (i.e. on the limitation of the Seller’s liability, on the validity of the agreed interest clause). The short version is more practice-oriented, covering the main rights and obligations of the Parties with no special explanations. In addition, the short version contains only selected boilerplate clauses, whereas the standard version provides for all the boilerplate clauses inserted in other Model Contracts of this handbook. 2. The Model Contract can be divided into four parts. The first part lays down rules on the Goods: Delivery, price, payment conditions and documents to be provided. The second part governs the remedies of the Seller in case of non-payment at the agreed time; the remedies of the Buyer in case of non-delivery of goods at the agreed time, lack of conformity of goods, transfer of property and legal defects. The third part contains the rules on avoidance of contract and damages− grounds for avoidance of contract, avoidance procedure, effects of avoidance in general, as well as rules on restitution, damages and mitigation of harm. The fourth part contains the standard provisions. 3. The Model Contract adopts the CISG concept of lack of conformity. This concept is wider than the concept of material defects (traditionally adopted in civil law countries) and includes differences in quality, as well as differences in quantity, delivery of goods of different kinds and defects in packing. Nevertheless, specific cases of non-conformity defined under the CISG largely correspond to how material defects are defined in civil law countries. Such cases include unsuitability of the Goods for ordinary purpose or for particular purpose, as well as non-conformity with a sample or model. Liability of the Seller for non-conformity is dealt with almost identically under the CISG and most national rules dealing with liability of the Seller for material defects. Furthermore, in the system of the CISG, “non-delivery” and “lack of conformity” are strictly separate forms of breach of contract. The same system is adopted in this Model Contract, specifying: a) special rules on remedies of the Buyer in case of non-delivery at the agreed time; b) special rules on remedies of the Buyer in case of non-conformity of goods; c) general rules on contract avoidance due to non-performance of contractual obligations. For completed version, contact us at the link below