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2008 UNCITRAL Digest of case law on the United Nations Convention on the International Sale of Goods

Digest of Article 60 case law [reproduced with permission of UNCITRAL] [*]

[Text of article
Introduction
Duty to cooperate
Buyer's duty to take over the goods
Right to reject the goods]

Article 60

The buyer's obligation to take delivery consists:
(a) in doing all the acts which could reasonably be expected of him in order to enable the seller to make delivery; and
(b) in taking over the goods.

INTRODUCTION

1. Article 60 defines the components of the buyer's obligation to take delivery of the goods, one of the two basic obligations of the buyer set forth in article 53. The obligation to take delivery involves the two elements described in the provision.

Duty to cooperate

2. Article 60(a) imposes on the buyer a duty to cooperate: the buyer must "do all the acts which could reasonably be expected of him in order to enable the seller to make delivery."[1] The specific content of this duty to cooperate will vary with the terms of the contract. To illustrate the operation of article 60(a), if the place of delivery is the buyer's place of business, he must ensure that the seller has access to those premises; and if the seller is required to, e.g., install equipment, the site must be appropriately prepared for that purpose.

Buyer's duty to take over the goods

3. Article 60(b) sets out the second element of the buyer's obligation to take delivery, namely the duty to take over the goods at the place where the seller is to deliver them.[2] The arrangements for taking over the goods depend on the form of delivery agreed upon by the parties. For example, when the obligation to deliver consists in putting the goods at the disposal of the buyer in the seller's place of business (article 31(c)), the buyer must either remove the goods or have them removed by a third party of its own choice.

Right to reject the goods

4. Article 60 does not specify when the buyer is entitled to reject the goods. Other articles of the Convention provides for two specific cases: where the seller delivers before the fixed date for delivery (article 52(1)), and where the seller delivers a quantity of goods greater than that provided for in the contract (article 52(2)). In addition, the buyer has the right to reject the goods if the seller commits a fundamental breach of contract (defined in article 25), which gives the buyer the right to declare the contract avoided (article 49(1)(a)) or to demand delivery of substitute goods (article 46(2)). The buyer also has a right to avoid (and thus a right to reject delivery) if the seller failed to deliver within an additional time period set in accordance with article 47(see article 49(1)(b)). As was noted in one decision, however, the buyer is required to take delivery of the goods if the seller fails to perform its obligations but the breach is not a fundamental breach.[3] If the buyer intends to reject goods he is required to take reasonable steps to preserve them, and may even be obligated to take possession of the goods for this purpose, but he is entitled to reimbursement for the expenses of preservation (article 86).


NOTES

* This presentation of the UNCITRAL Digest is a slightly modified version of the original UNCITRAL text at <http://www.UNCITRAL.org/pdf/english/clout/CISG_second_edition.pdf>. The following modifications were made by the Institute of International Commercial Law of the Pace University School of Law:

   -    To enhance access to contents by computer search engines, we present in html rather than pdf;
 
   -    To facilitate direct focus on aspects of the Digests of most immediate interest, we inserted linked tables of contents at the outset of most presentations;
 
   -    To support UNCITRAL's recommendation to read more on the cases reported in the Digests, we provide mouse-click access to (i) CLOUT abstracts published by UNCITRAL (and to UNILEX case abstracts and other case abstracts); and also (ii) to full-text English translations of cases with links to original texts of cases, where available, in [bracketed citations] that we have added to UNCITRAL's footnotes; and
 
   -    To enable researchers to themselves keep the case citations provided in the Digests constantly current, we have created a series of tandem documents, UNCITRAL Digest Cases + Added Cases. The new cases and other cases that are cited in these updates are coded in accordance with UNCITRAL's Thesaurus.

In addition, this presentation introduces each section of the UNCITRAL Digest with a Google search button. This is to help you access doctrine (relevant material from the over 1,200 commentaries, monographs and books on the CISG and related subjects that we present on this database) as well as the texts of the cases that UNCITRAL cites in its Digests and that we present in our updates to UNCITRAL's Digests.

1. [UNITED STATES Federal District Court for the Southern District of New York 10 May 2002 (Geneva Pharmaceuticals v. Barr Labs)].

2. [GERMANY Landgericht Aachen 14 May 1993 (Electronic hearing aid case)] (see full text of the decision).

3. GERMANY Oberlandesgericht Frankfurt a.M. 18 January 1994 (Shoes case)] (see full text of the decision).


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