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Report to the Uniform Law Conference of Canada on Convention on Contracts for the International Sale of Goods

Professor Jacob S. Ziegel, University of Toronto
July 1981

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Article 60

The buyer's obligation to take delivery consists:

(a) in doing all the acts which could reasonably be expected of him in order to enable the seller to make delivery; and

(b) in taking over the goods.

COMMENT

1. Art. 60 appears to be in accord with the provincial law on the subject. Art. 60(b) has its counterpart in OSGA 26, although the latter speaks of the buyer's duty to "accept the goods," and not to take delivery of them. The provincial Acts contain no explicit provision comparable to art. 60(a) but the buyer's duty of cooperation is implied at common law and also arises by the use of appropriate mercantile terms. Cf. Benjamin, op. cit. para. 1681. The meaning of "in doing all the acts which could reasonably be expected of him" in sub-paragraph (a) is illustrated in the [Secretariat] Commentary, p. 143, by the giving of delivery instructions. Presumably it also includes the furnishing of facilities reasonably suited to receipt of the goods. Cf. UCC 2-503(1)(b).

2. "which could reasonably be expected of him" could cause some difficulty if the phrase is interpreted to mean those steps it is within the buyer's power to take as contrasted with those acts of cooperation that are "necessary" to enable the seller to discharge his delivery obligations. Cf. UCC 2-318 et seq. Even if trade terms are not used, a court applying the convention should be willing to imply a general duty of cooperation to make the contract effectual. Cf. UCC 2-311(1) and CISG, art. 7.

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Pace Law School Institute of International Commercial Law - Last updated April 23, 1999
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