CISG Article 73 ULIS Article 75
1. In the case of a contract 1. Where, in the case of
for delivery of goods by contracts for delivery of
instalments, if the failure of goods by instalments, by
one party to perform any of reason of any failure by one
his obligations in respect of party to perform any of his
any instalment constitutes a obligations under the contract
fundamental breach of in respect of any instalment,
contract with respect to that the other party has good
instalment, the other party reason to fear failure of
may declare the contract performance in respect of
avoided with respect to that future instalments, he may
instalment. declare the contract avoided
for the future, provided that
2. If one party's failure to he does so promptly.
perform any of his obligations
in respect of any instalment 2. The buyer may also,
gives the other party good provided that he does so
grounds to conclude that a promptly, declare the contract
fundamental breach of contract avoided in respect of future
will occur with respect to deliveries or in respect of
future instalments, he may deliveries already made
declare the contract avoided or both, if by reason of their
for the future, provided interdependence such deliveries
that he does so within a would be worthless to him.
reasonable time.
3. A buyer who declares the
contract avoided in respect
of any delivery may, at the
same time, declare it avoided
in respect of deliveries
already made or of future
deliveries if, by reason of their
interdependence, those deliveries
could not be used for the purpose
contemplated by the parties at
the time of the conclusion
of the contract.
"Article 75 ULIS lays down special rules for the instalment contract . . . but leaves disturbances to a defective instalment to be treated according to the general rules. In the event of a disturbance to one instalment, it gives a right to avoid the contract for the future if there is good reason to fear future disturbances. Moreover, if future deliveries would cease to have any interest for the buyer, he can declare all or part of the contract avoided. . . .
"Article 73 of the Convention does not provide supplementary remedies in order to deal with instalment contracts but lays down a comprehensive principle with applies to both parties. A disturbance to a present delivery was taken as the starting point in Article 73(1). A slight reformulation was made in order to achieve a greater degree of objectivity in cases where there was a risk of a breach in respect of future deliveries. Moreover, the right in Article 73(3) to declare the whole or part of the contract avoided ceased to depend on the worthlessness of the deliveries to the buyer (as in Article 75 ULIS) and was made subject to the more objective test of whether, by reason of their interdependence, the deliveries could not be used for the purpose contemplated by the parties. . . ." Leser in Commentary on the UN Convention on the International Sale of Goods, Peter Schlechtriem ed. (Oxford 1998) 542-543 [citations omitted].
Pace Law School Institute of
International Commercial Law
- Last updated July 30, 1999