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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 85

If the buyer is in delay in taking delivery of the goods or, where payment of the price and delivery of the goods are to be made concurrently, if he fails to pay the price, and the seller is either in possession of the goods or otherwise able to control their disposition, the seller must take such steps as are reasonable in the circumstances to preserve them. He is entitled to retain them until he has been reimbursed his reasonable expenses by the buyer.

COMMENT

Art. 85 does two things: it imposes a duty on the seller to take reasonable steps to preserve the goods if the buyer delays in taking delivery of them, and it gives him a possessory lien in respect of any custodial expenses incurred by him. OSGA 36 and its provincial counterparts cover part of the same ground, i.e., by entitling the seller to recover reasonable charges for the care and custody of the goods. However, OSGA 36 does not prescribe the seller's standard of care and it does not give him a lien in respect of his expenses. Cf. OLRC Sales Report, pp. 399-400. Art. 85 is superior on both these points.

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