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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 86
Buyer’s Duty to Preserve Goods on Seller’s Behalf

322. A similar, albeit reverse situation arises in cases where the buyer has received the goods but intends to exercise her right to reject them (either with a view towards avoiding the contract or requiring the seller to re-deliver conforming goods). In such cases, according to Article 86, paragraph (1), the buyer must take such steps as are reasonable in the circumstances to preserve the goods. In return for her efforts, the buyer in possession acquires a right of retention, in that she is entitled to retain the goods until she has been reimbursed for her reasonable expenses by the seller.[1]

If goods dispatched to the buyer have been placed at her disposal at their destination, and she exercises the right to reject them, she 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 - i.e. Article 86, paragraph (2) - 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, her rights and obligations are governed by Article 86, paragraph (1).

1. Article 86(1), second sentence. [page 171]

Pace Law School Institute of International Commercial Law - Last updated April 5, 2005