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LEGISLATIVE HISTORY
CISG ANTECEDENTS
Match-up of CISG article 49 with ULIS provisions
CISG Article 49 ULIS Article 26
1. The buyer may declare the 1. Where the failure to deliver
contract avoided: the goods at the date fixed
amounts to a fundamental
(a) if the failure by the breach of the contract, the
seller to perform any buyer may either require
of his obligations performance by the seller or
under the contract or declare the contract avoided.
this Convention He shall inform the seller
amounts to a of his decision within a
fundamental breach of reasonable time; otherwise
contract; or the contract shall be ipso
facto avoided.
(b) in case of non-
delivery, if the 2. If the seller requests the
seller does not buyer to make known his
deliver the goods decision under paragraph 1 of
within the additional this Article and the buyer
period of time fixed does not comply promptly,
by the buyer in the contract shall be ipso
accordance with facto avoided.
paragraph 1 of article
47 or declares that 3. If the seller has effected
he will not deliver delivery before the buyer has
within the period made known his decision under
so fixed. paragraph 1 of this Article
and the buyer does not
2. However, in cases where exercise promptly his right
the seller has delivered to declare the contract
the goods, the buyer loses avoided, the contract
the right to declare the cannot be avoided.
contract avoided unless he
does so: 4. Where the buyer has
chosen performance of the
(a) in respect of late contract and does
delivery, within a not obtain it within a
reasonable time a reasonable time, he
after he has become may declare the contract
aware that delivery avoided.
has been made;
ULIS Article 30
(b) in respect of any
breach other than 1. Where failure to
late delivery, within deliver the goods at the
a reasonable time: place fixed amounts to a
fundamental breach of the
(i) after he knew or contract, and failure to
ought to have known deliver the goods at the
of the breach; date fixed would also
amount to a fundamental
(ii) after the expira- breach, the buyer may
tion of any either require performance
additional period of the contract by the
of time fixed by seller or declare the
the buyer in contract avoided. the buyer
accordance with shall inform the seller of
paragraph (1) of his decision within a
Article 47, or reasonable time; otherwise
after the seller the contract shall be ipso
has declared that facto avoided.
he will perform his
obligations within 2. If the seller requests
such an additional the buyer to make known his
period; or decision under paragraph 1
of this Article and the
(iii) after the expira- buyer does not comply
tion of any promptly, the contract shall
additional period be ipso facto avoided.
of time indicated
by the seller in 3. If the seller has
accordance with transported the goods to the
paragraph (2) of place fixed before the buyer
article 48, or has made known his decision
after the buyer under paragraph 1 of this
has declared that Article and the buyer does
he will not accept not exercise promptly his
performance. right to declare the contract
avoided, the contract cannot
be avoided.
ULIS Article 43
The buyer may declare the contract avoided if the failure of
the goods to conform to the contract and also the failure to
deliver on the date fixed amount to fundamental breaches of
the contract. The buyer shall lose his right to declare the
contract avoided if he does not exercise it promptly after
giving the seller notice of the lack of conformity or, in the
case to which paragraph 2 of Article 42 applies, after the
expiration of the period referred to in that paragraph.
ULIS Article 44(2)
The buyer may however fix an additional period of time
of reasonable length for the further delivery or for the
remedying of the defect. If at the expiration of the
additional period the seller has not delivered the goods
or remedied the defect, the buyer may choose between
requiring the performance of the contract or reducing
the price in accordance with Article 46 or, provided that
he does so promptly, declare the contract avoided.
ULIS Article 51
If the seller fails to hand over documents as provided
in Article 50 at the time and place fixed or if he
hands over documents which are not in conformity
with those which he was bound to hand over, the buyer
shall have the same rights as those provided under
Articles 24 to 32 or under Articles 41 to 49, as the
case may be.
ULIS Article 52(3) and (4)
3. If the seller fails to comply with a request made
under paragraph 1 of this Article and a fundamental
breach of the contract results thereby, the buyer
may declare the contract avoided and claim damages in
accordance with Articles 84 to 87. If the buyer
does not declare the contract avoided or if there is
no fundamental breach of the contract, the buyer shall
have the right to claim damages in accordance with
Article 82.
4. The buyer shall lose his right to declare the
contract avoided if he fails to act in accordance
with paragraph 1 of this Article within a reasonable
time from the moment when he becomes aware or ought
to have become aware of the right or claim of the
third person in respect of the goods.
ULIS Article 55(1)
If the seller fails to perform any obligation other
than those referred to in Articles 20 to 53, the
buyer may:
(a) where such failure amounts to fundamental
breach of the contract, declare the contract
avoided, provided that he does so promptly,
and claim damages in accordance with Articles
84 to 87, or
(b) in any other case, claim damages in accordance
with Article 82.
Pace Law School Institute of
International Commercial Law
- May 22, 2001
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