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Published in J. Herbots editor / R. Blanpain general editor, International Encyclopaedia of Laws - Contracts, Suppl. 29 (December 2000) 1-192. Reproduced with permission of the publisher Kluwer Law International, The Hague.

[For more current case annotated texts by this author, see Bernstein & Lookofsky, Understanding the CISG in Europe, 2d ed. (2003) and Lookofsky, Understanding the CISG in the USA, 2d ed. (2004).]

excerpt from

The 1980 United Nations Convention on Contracts
for the International Sale of Goods

Joseph Lookofsky

Article 85
Seller's Duty to Preserve Goods on Buyer's Behalf

321. If the buyer is in delay in taking delivery of the goods and, even though the risk of loss may have passed, the seller is either in possession of the goods or otherwise able to control their disposition,[1] the seller must take such steps as are reasonable in the circumstances to preserve them; the same applies where payment of the price and delivery of the goods are to be made concurrently, and the buyer fails to pay the price.[2]

In either case, in exchange for fulfilling his duty to preserve the goods, the seller in possession acquires a right of retention akin to a 'mechanic's lien,' in that he is entitled to retain the goods until he has been reimbursed for his reasonable expenses by the buyer.[3]

1. The seller may be in possession even after the risk has passed: regarding Article 69. see supra No. 273. Similarly, the seller may retain a document controlling disposition after the risk has passed: regarding Article 67. see supra No. 269.
2. Article 85.
3. Article 85. second sentence. Regarding the possible sale of goods retained, see infra No. 323.
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Pace Law School Institute of International Commercial Law - Last updated April 5, 2005