CISG Article 35 ULIS Article 33 and 36
1. The seller must deliver goods ULIS Article 33
which are of the quantity,
quality and description 1. The seller shall not have
required by the contract and fulfilled his obligation to
which are contained or deliver the goods where he
packaged in the manner required had handed over:
by the contract.
(a) part only of the goods sold
2. Except where the parties or a larger or a smaller quantity
have agreed otherwise, the of the goods than he contracted
goods do not conform with to sell;
the contract unless they:
(b) goods which are not those
(a) are fit for the purpose to which the contract relates
for which goods of the same or goods of a different kind;
description would ordinarily
be used; (c) goods which lack the
qualities of a sample or
(b) are fit for any particular model which the seller has
purpose expressly or handed over or sent the buyer,
impliedly made known unless the seller has submitted
to the seller at the time of the it without any express or implied
conclusion of the contract undertaking that the goods
except where the circumstances would conform therewith;
show that the buyer did not
rely, on the seller's skill and (d) goods which do not possess
judgement; the qualities necessary for their
ordinary or commercial use;
(c) possesses the qualities of
goods which the seller has (e) goods which do not possess
held out to the buyer as a the qualities for some particular
sample or model; purpose expressly or impliedly
contemplated by the contract;
(d) are contained or packaged
in the manner usual for such (f) in general, goods which do
goods or, where there is no not possess the qualities and
such manner, in a manner characteristics expressly or
adequate to preserve and impliedly contemplated by the
protect the goods. contract.
3. The seller is not liable under 2. No difference in quantity,
subparagraphs (a) to (d) of the lack of part of the goods or
preceding paragraph for any absence of any quality or
lack of conformity of the goods characteristic shall be taken
if at the time of the conclusion into consideration where it
of the contract the buyer knew is not material.
or could not have been unaware
of such lack of conformity. ULIS Article 36
The seller shall not be liable
for the consequences of any
lack of conformity of the kind
referred to in subparagraphs
(d), (e) or (f) of paragraph 1
of Article 33, if at the time of
the conclusion of the contract
the buyer knew, or could not
have been unaware of, such
lack of conformity.
Comments on the match-up
"[CISG] Article 35 largely corresponds to Article 33 ULIS. However, the wording of Article 35 is substantially simpler and more precise than that of its predecessor. Article 35 begins by stating the basic rule that the goods must conform with the requirements of the contract, whereas Article 33(a)(f) ULIS included this basic rule as a subsidiary, catch-all provision.
"Article 35 CISG and Article 33 ULIS differ as regards the classification of non-conformity in dogmatic terms. While under Article 33 ULIS, non-conformity of the goods automatically constituted a failure to fulfil the delivery obligation, under the CISG, non-conformity of the goods has no effect on delivery, but gives rise to the buyer's remedies under Article 45 et seq. A further difference is to be found in the omission of Article 33(2) ULIS, which declared immaterial discrepancies to be irrelevent. It was thought that such a rule is unjustified, if avoidance of the contract is possible only in the event of a fundamental breach of contract. . . .
"[CISG] Article 35(3) is based on Article 36 ULIS. However, the latter provision did not include a sale by sample or model within its terms." Schwenzer in Commentary on the UN Convention on the International Sale of Goods, Peter Schlechtriem ed. (Oxford 1998) 275 [citations omitted].
Pace Law School Institute of
International Commercial Law
- Last updated June 26, 1998