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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 86

(1) If the buyer has received the goods and intends to exercise any right under the contract or this Convention to reject them, he must take such steps to preserve them as are reasonable in the circumstances. He is entitled to retain them until he has been reimbursed his reasonable expenses by the seller.

(2) If goods dispatched to the buyer have been placed at his disposal at their destination and he exercises the right to reject them, he must take possession of them on behalf of the seller, provided that this can be done without payment of the price and without unreasonable inconvenience or unreasonable expense. This provision does not apply if the seller or a person authorized to take charge of the goods on his behalf is present at the destination. If the buyer takes possession of the goods under this paragraph, his rights and obligations are governed by the preceding paragraph.

COMMENT

1. Art. 86(1) is the counterpart to art. 85 and is acceptable for the same reasons. The provincial Acts do not spell out the duties of a rejecting buyer. OSGA 35 merely provides that the buyer is not obliged to return the goods. UCC 2-602(2)(b), on the other hand, supports art. 86(1).

2. Art. 86(2) obliges the buyer to take possession of the goods in prescribed circumstances if they are placed at his disposal at their destination and neither the seller nor his agent are present to take charge of them. Such a provision is particularly appropriate in international trade where goods may be shipped across long distances and the seller has no representative at their destination to protect his interests if the goods are rejected by the buyer. The provincial Acts contain no counterpart to art. 86(2), but similar, though not identical, provisions are to be found in UCC 2-603. Both limbs of art. 86 should be readily acceptable to Canadian traders.

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