CISG Article 75 ULIS Article 85 If the contract is avoided and If the buyer has bought goods if, in a reasonable manner and in replacement or the seller within a reasonable time has resold goods in a after avoidance, the buyer has reasonable manner, he may bought goods in replacement recover the difference or the seller has resold the between the contract price goods, the party claiming and the price paid for the damages may recover the goods bought in replacement difference between the or that obtained by the contract price and the price resale. in the substitute transaction as well as any further damages recoverable under article 74. SEE ALSO: ULIS, Article 86. The damages referred to in Articles 84 and 85 may be increased by the amount of any reasonable expense incurred as a result of the breach or up to the amount of any loss, including loss of profit, which should have been foreseen by the party in breach, at the conclusion of the contract, in the light of the facts, and matters which were known or ought to have been known to him, as a possible consequence of the breach of the contract.
"Th[e] rule [in CISG Article 75] can be traced back to Article 85 ULIS. However, ULIS places abstract calculation of damages using the market price rule (Article 84) before concrete calculation of damages by reference to a substitute transaction (Article 85), whereas the Convention makes concrete calculation of damages the primary method and abstract calculation of damages using the market price rule is subsidiary to it (Article 76). That indicates the change in the relationship between the two rules. Moreover, Article 85 ULIS merely requires a substitute transaction to have been carried out ‘in a reasonable manner’, while the Convention adds by way of clarification that the substitute transaction must also have taken place ‘within a reasonable time after avoidance’. Finally, Article 75 adds that the party entitled to damages may claim ‘any further damages recoverable under Article 74’. This latter addition is not a substantial change, because under Article 86 ULIS the duty to pay damages is extended so as to include all further loss. . . ." Stoll in Commentary on the UN Convention on the International Sale of Goods, Peter Schlechtriem ed. (Oxford 1998) 573 [citations omitted].