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LEGISLATIVE HISTORY

Legislative history of CISG article 50: Match-up with 1978 Draft to assess relevance of Secretariat Commentary


1978 Draft article 46

If the goods do not conform with the contract and whether or not the price has already been paid, the buyer may declare the price to be reduced in the same proportion the value that the goods actually delivered would have had at the time of the conclusion of the contract bears to the value that conforming goods would have had at that time. However, if the seller remedies any failure to perform his obligations in accordance with article 44 or if he is not allowed by the buyer to remedy that failure in accordance with that article, the buyer's declaration of reduction of the price is of no effect.

  

CISG article 50

If the goods do not conform with the contract and whether or not the price has already been paid, the buyer may reduce the price in the same proportion as the value that the goods actually delivered had at the time of the delivery bears to the value that conforming goods would have had at that time. However, if the seller remedies any failure to perform his obligations in accordance with article 37 or article 48 or if the buyer refuses to accept performance by the seller in accordance with those articles, the buyer may not reduce the price.


Editorial comments

Although the basic concept of price reduction remains unchanged, CISG article 50 differs from 1978 Draft article 48 in several respects:

First, the method of computing the price reduction is different.

"Mr. ROGNLIEN (Norway), introducing his proposal ... said that its main purpose was to amend the time at which the value of non-conforming goods should be assessed.... His delegation considered that the time of delivery would be preferable to that of the conclusion of the contract partly because the value at the time of the delivery would be a more adequate substitute for damages" (Official Records, p. 357).

Second, CISG article 50 contains a new reference: CISG article 50 is made inapplicable if the seller remedies any failure to perform his obligations in accordance with CISG article 37.

"Mr. KLINGSPORN (Federal Republic of Germany)... said his delegation believed that the second sentence of [CISG article 50] should refer to [CISG article 37 as well as to [CISG article 48]. It seemed to him logical that a provision in regard to a buyer's declaration of reduction of price should apply not only to the case in which a seller remedied a failure to perform his obligations after the date for delivery [CISG article 48], but also that case in which such a failure was remedied before the date for delivery [CISG article 37]" (Official Records, p. 360).

Also, a new article has been added to the Official Text, CISG article 44, which should be read in conjunction with CISG article 50.

The Secretariat Commentary on 1978 Draft article 46 is only of limited relevance to CISG article 50.


Pace Law School Institute of International Commercial Law - Last updated July 12, 1999
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To examine 1978 Draft provisions in context, go to the full-text of the 1978 Draft || To examine CISG provisions in context, go to the full text of the CISG