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Reiner Schulze - Common European Sales Law (CESL)

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Reiner Schulze (ed.)

Common European Sales Law (CESL)

Series: Kooperationswerke Beck - Hart – Nomos

Volume 2012

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Article 142 Passing of risk in a consumer sales contract S. 642-645

„… 2 Passing of risk in consumer sales contracts Article 142 Passing of risk in a consumer sales …” „… . Context Specific rules concerning the passing of risk in consumer sales contracts are foreseen in art IV.A …” „… contract of sale (cf 1 Cf art IV.A.–5:103(1) DCFR, which limits the passing of risk to the ‘buyer’. 2 …”

Article 147 Application of certain general rules on sales contracts Zoll/Watson S. 653-655

„… and remedies of the parties Section 1 Application of certain general rules on sales contracts Article …” „… 147 Application of certain general rules on sales contracts 1. The rules in Chapter 9 apply for the …” „… purposes of this Part. 2. Where a sales contract or a contract for the supply of digital content is …”

Article 122 Requirement of notification of lack of conformity in sales contracts between traders S. 566-570

„… . Contracts involving the carriage of the goods If the contract of sales involves the carriage of the goods …” „… is reasonable. Article 122 Requirement of notification of lack of conformity in sales contracts …” „… B. Explanation I. Duty of the buyer to examine the goods or digital content In B2B contracts the …”

Article 5 Contracts for which the Common European Sales Law can be used S. 77-86

„… . Sale-like form of supply A decisive factor in determining whether a contract involving digital content falls …” „… conjunction with some of the definitions in art 2, in particular the definition of ‘sales contract’ in art 2(k …” „… contracts for sale on execution or otherwise involving the exercise of public authority. This has nothing to …”

Article 4 Cross-border contracts S. 71-77

„… European Sales Law may be used for cross-border contracts. 2. For the purposes of this Regulation, a …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 2. Sale-like form of supply …” „… contract is concluded in the course of the operations of a branch, agency or any other establishment of a …”

Article 6 Exclusion of mixed-purpose contracts and contracts linked to a consumer credit S. 86-90

„… standards anyway, use of the CESL (P) for the sales contract or the contract for the supply of digital …” „… used for mixed-purpose contracts including any elements other than the sale of goods, the supply of …” „… contracts including any elements other than the sale of goods, the supply of digital content and the provi …”

Article 101 Incorrect installation under a consumer sales contract S. 513-516

„… if the CESL (P) will not apply to the installation, while the parties of the contract of sales have …” „… concluded the installation contract after having concluded the contract of sale (cf art 2[m] RegCESL [P …” „… seller and the trader at this same time as the contract of sales). 1 Cf Feltkamp/Vanbossele, (2011) ERPL …”

Article 1 Objective and subject matter S. 38-50

„… ) This Regulation establishes a Common European Sales Law. It harmonises the contract laws of the Member …” „… contract law. The Common European Sales Law should apply on a voluntary basis, upon an express agreement of …” „… scope of the Common European Sales Law should also cover contracts for the supply of digital content …”

Titelei/Inhaltsverzeichnis S. 1-17

„… , the Convention on Contracts for the International Sale of Goods and academic drafts such as the …” „… Part IV Obligations and remedies of the parties to a sales contract or a contract for the supply of …” „… . . . . . . . . . . . . . . . . . . . . . . . . . .Article 121 528 Requirement of notification of lack of conformity in sales contracts between traders …”

EXPLANATORY MEMORANDUM Explanatory Memorandum S. 788-817

„… law. The Vienna Convention regulates certain aspects in contracts of sales of goods but leaves …” „… market. The Common European Sales Law can be chosen in contracts between traders where at least one of …” „… for the material scope of the instrument. As a result, the proposal focuses on contracts for the sale …”

Article 9 Mixed-purpose contracts Schulte-Nölke S. 147-151

„… . Where a contract provides both for the sale of goods or the supply of digital content and for the …” „… regarding the partial non-performance of the buyer’s obligations under a sales contract. C. Explanations I …” „… excludes all mixed purpose contracts that include any element other than the sale of goods, the supply of …”

Article 2 Definitions S. 50-67

„… contracts for sale on execution or otherwise involving the exercise of public authority; (l) ‘consumer sales …” „… under the sales contract, the contract for the supply of digital content or a separate related service …” „… contract which was concluded at the same time as the sales contract or the contract for the supply of …”

Article 146 Goods sold in transit S. 650-653

„… . This Article applies to a contract of sale which involves goods sold in transit. 2. The risk passes to …” „… in contracts of sale involving goods sold in transit. 5 Von Bar/Clive (eds), DCFR, Full Edition, p …” „… . Explanation Paragraph 1 describes the scope of application of art 146, namely to B2B sales contracts involving …”

Article 97 Goods or digital content not accepted by the buyer S. 494-500

„… obligations arising for the buyer from the contract of sale (art 123[1][b]). The seller’s obligations Article …” „… deliver according to the contract of sale. V. Selling the goods or digital content The second option to be …” „… must conclude the contract of sale on reasonable terms. The seller is acting in his own name, so …”

Article 8 Agreement on the use of the Common European Sales Law S. 94-99

„… to the conclusion of the sales contract under the Rome I Regulation, or the RegCESL (P) and CESL (P …” „… sales contract on the basis of the trader’s terms and conditions, which in turn refers to the CESL (P).1 …” „… instrument, where there is a contract between traders, to contracts where at least one of the traders is an …”

Article 11 Consequences of the use of the Common European Sales Law S. 105-109

„… ‘contract’ in this context is, at first sight, ambiguous as it could mean the contract for the sale of goods …” „… or the supply of digital content (hereinafter referred to as the sales contract) or the agreement to …” „… duties to 3. 1. 3 Schillig/Harvey, Conclusion of Contract under the Draft Common European Sales Law, p 14 …”

Article 91 Main obligations of the seller S. 469-473

„… 157).6 Art 91 spells out the main obligations of the seller. The contract of sale is defined in art 2(k …” „… ) RegCESL (P). This definition combines two ‘worlds’. The classical definition of a contract of sale in …” „… of sales. It is, however, possibly a mixed contract that will be covered by the definition of the …”

Article 93 Place of delivery S. 477-482

„… of a consumer sales contract or a contract for the supply of digital content which is a distance or …” „… contract of sale involves carriage of the goods by a carrier or series of carriers, the nearest collection …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 1. Contract of sale involving the carriage of goods . . . . . . . . . . . . . . . . . . . . . . 14 …”

Article 96 Seller’s obligations regarding carriage of the goods S. 490-494

„… seller is obliged, according to the contract of sale, to arrange the carriage. The problem with art 96 is …” „… contract containing – besides the contract of sale – the obligation of carriage (or to arrange the carriage …” „… carriage. Primarily, the commented provision covers a contract of sale containing the clause that obliges …”

Article 12 Information requirements resulting from the Services Directive S. 109-115

„… contract with this particular business and the sales element is added just for the sake of simplicity and …” „… , the main reason for making the contract with this particular business would be the sale of the …” „… contract.8 If that is the case, dominance of the sales or the service element cannot be decisive. Rather, a …”

Article 3 Optional nature of the Common European Sales Law S. 67-71

„… that the Common European Sales Law governs their cross-border contracts for the sale of goods, for the …” „… ; Schillig/Harvey, Conclusion of Contract under the Draft Common European Sales Law, pp 4 et seq; Perner …” „… of European Contract Law Working Paper Series 1 et seq. Article 3 Common European Sales Law (P) 32 …”

Article 105 Relevant time for establishing conformity S. 524-527

„… to the buyer under Chapter 14. 2. In a consumer sales contract, any lack of conformity which becomes …” „… lack of conformity in B2C contracts In consumer sales contracts, if the lack conformity becomes …” „… consumer sales contracts. This part of the CESL (P) it is a sales part, which only through references may …”

Article 40 Right to withdraw S. 247-260

„… controlled by the trader; (g) a contract for the sale of a newspaper, periodical or magazine with the …” „… contracts and sales of related services (although under the Consumer Rights Directive the scope is extended …” „… nature of the right as opposed to – in a distance sales contract – its inclusion being subject to an …”

Article 3 Co-operation S. 128-131

„… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 II. Usually only applicable after conclusion of the sales contract . . . . . . . . . . . 5 III …” „… Contract Law, p 152. Article 3 Common European Sales Law (P) 92 Schulte-Nölke 1 2 3 4 applicable in case of …” „… article. II. Usually only applicable after conclusion of the sales contract In contrast to the DCFR, under …”

Article 126 Time of payment S. 584-589

„… demonstrates for B2C contracts, however, installation can be understood as forming part of a sales contract …” „… of that part of the seller’s operation which is most closely associated with the contract and its …” „… ? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 3. Combined sales and service contracts …”

Article 77 Contracts of indeterminate duration S. 404-408

„… contract. The rule will probably remain of minor practical importance because contracts for the sale of …” „… which might fall under art 77. The article will therefore mostly apply to contracts for the sale of …” „… provide a contract term for duration. Another field of application for this rule for sales contracts will …”

Article 92 Performance by a third party S. 473-477

„… should not be a difference in wording since the contract of sales also encompasses contracts where the …” „… of a contract of sale (at least in the most basic kind of this contract), the buyer has no interest …” „… . Therefore, the clause excluding entrusting the performance to another party in the contract of sale should …”

Abbreviations S. 20-28

„… Vienna United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 …” „… Research Group on Existing EC Private Law (Acquis Group), Principles of the Existing EC Contract Law …” „… (Acquis Principles), Contract I: Pre-Contractual Obligations. Conclusion of Contract. Unfair Terms …”

Article 9 Standard Information Notice in contracts between a trader and a consumer S. 99-102

„… his consent. This clearly refers to the sales contract (or the contract for the supply of digital …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 5 Cf Schillig/Harvey, Conclusion of Contract under the Draft Common European Sales Law, p 12 …” „… conclusion of a contract, there is no contract unless agreement on that matter has been reached. Many …”

Article 42 Withdrawal period S. 265-269

„… case of a sales contract, including a sales contract under which the seller also agrees to provide …” „… contract for the sale of multiple goods ordered by the consumer in one order and delivered separately …” „… with variations in the starting point of this period. For sales contracts, the fourteen-day period …”

Article 99 Conformity with the contract S. 500-508

„… not occur, because in such a situation the contract of sale must be treated as not having been …” „… requirements for the sale in the sense of art 97(2)(b). If the contract has been concluded without prior …” „… otherwise. 3. In a consumer sales contract, any agreement derogating from the requirements of Articles 100 …”

Article 76 Language S. 402-404

„… that used for the conclusion of the contract. Contents A. Function …” „… to all types of contract. B. Context Art 76 is nearly identical to art II.–9:109 DCFR: the only …” „… contract. However, its limited scope of application is remarkable: it concerns the language to be used for …”

Article 46 Ancillary contracts S. 284-288

„… purposes of art 46, although it is closely linked to the sales contract for a computer in relation to which …” „… exercise of the right of withdrawal. Article 46 Ancillary contracts 1. Where a consumer exercises the right …” „… of withdrawal from a distance or an off-premises contract in accordance with Articles 41 to 45, any …”

ANNEX II STANDARD INFORMATION NOTICE Standard Information Notice S. 786-788

„… Common European Sales Law, which is an alternative system of national contract law available to consumers …” „… the full text of the Common European Sales Law here. Please read your contract carefully. In case of …” „… your agreement that the contract is governed by the Common European Sales Law. You may also have agreed …”

Article 94 Method of delivery S. 482-487

„… deliver: (a) in the case of a consumer sales contract or a contract for the supply of digital content …” „… ]). The last category encompasses all remaining categories of the sales contracts covered by the CESL (P …” „… delivery is one of the main obligations arising from a contract of sale (art 91[a]). The parties are not …”

Article 127 Payment by a third party S. 589-595

„… ) (as in the case of a chain sale), this will frequently not be the case. A valid contract between buyer …” „… ) or means of payment (art 124). Supra no 10 for the relationship between the sales contract (seller …” „… services related to the sale of goods, yet no similar provision exists for the sale of goods or digital …”

Article 7 Parties to the contract S. 90-94

„… Sales Law may be used only if the seller of goods or the supplier of digital content is a trader. Where …” „… all the parties to a contract are traders, the Common European Sales Law may be used if at least one …” „… it would facilitate justification of the Proposal in the field of B2B contracts1 as SME protection …”

Bibliography S. 28-34

„… , Conclusion of Contract under the Draft Common European Sales Law: Schillig, Michael/Harvey, Caroline …” „… , Conclusion of Contract under the Draft Common European Sales Law, ssrn.com/abstract_id=2028885 (30.5.2012 …” „… Law (Acquis Group), Principles of the Existing EC Contract Law (Acquis Principles), Contract I …”

Article 123 Main obligations of the buyer Dannemann S. 570-574

„… Sale of Goods Act,2 the buyer is obliged only to pay and to accept goods as conforming to the contract …” „… of adding contracts for digital content to the scope of sales law in the CESL. However, while a …” „… content as may be required by the contract. 2. Point (a) of paragraph 1 does not apply to contracts for …”

Article 145 Carriage of the goods S. 648-650

„… applies to a contract of sale which involves carriage of goods. 2. If the seller is not bound to hand over …” „… circumstances in contracts of sale involving the carriage of goods (cf art 96 for the seller’s obligations in …” „… provisions of art 145 apply only in B2B contracts of sale involving the carriage of goods; in other words B2B …”

Article 130 Early delivery and delivery of wrong quantity S. 605-611

„… contract.8 Art 129 clarifies that these are true obligations of the buyer, with corresponding …” „… rights of the seller. Other conduct The contract will frequently require the buyer expressly or impliedly …” „… place of delivery), by unloading goods from the first carrier in a FCA sale, or simply by allowing the …”

Article 110 Requiring performance of seller’s obligations S. 540-544

„… charge of a performance which is not in conformity with the contract. 3. Performance cannot be required …” „… not conform to the contract (art 110[2]).2 Hence the right to demand the cure of the performance on …” „… may, however, produce the effect below the standard of the Consumer Sales Directive. The qualification …”

Article 69 Contract terms derived from certain pre-contractual statements S. 374-380

„… meaning the duty of the seller under a sales contract. In the CESL, a trader rendering services is called …” „… give effect to the probable will of the parties. In adding an implied contract term, the question needs …” „… ensures that the implied term is in keeping with the rest of the contract. Art 68(3) is the necessary …”

Article 141 Identification of goods or digital content to contract S. 640-642

„… covered by the notion of ‘supply of digital content’. In contracts that are more ‘sales like’ it is …” „… ‘otherwise’. The term ‘initial agreement’ refers to just a contract of sales or of supply of the digital …” „… risk in consumer sales contracts Article 142 Passing of risk in a consumer sales contract 1. In a …”

Article 1 Freedom of contract Schulte-Nölke S. 122-126

„… the conclusion of the sales contract (and, as the case may be, the related service contract), the …” „… application Section 1 General principles Article 1 Freedom of contract 1. Parties are free to conclude a …” „… the application of any of the provisions of the Common European Sales Law, or derogate from or vary …”

Article 155 Remedies of the customer S. 666-668

„… remedies are the same as in the sales contract or the contracts for the supply of digital content.1 …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 A. Function Art 156 has a similar function to art 122 in the case of the sales contract. It is …” „… assessment, having regard to the nature and purpose of the contract, to the circumstances of the case and to …”

Article 160 General measure of damages S. 676-682

„… Common European Sales Law (P) 640 Možina 2 3 4 5 contract, but also by measuring the (reasonable) cost of …” „… CESL (P), which, if chosen by the parties, is to be used for (cross-border) contracts for the sale of …” „… claiming damages for non-material loss in cross-border sales contracts. However, if the purpose of a …”

Article 44 Obligations of the trader in the event of withdrawal S. 273-278

„… contract for the sale of goods, the trader may withhold the reimbursement until it has received the goods …” „… been tailored specifically to the peculiarities of a doorstep sales contract. B. Context The article is …” „… : the withdrawal concerns a contract for the sale of goods, the trader has not received the goods back …”

Article 10 Penalties for breach of specific requirements S. 102-105

„… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 5 Cf Schillig/Harvey, Conclusion of Contract under the Draft Common European Sales Law, p 12 …” „… 225; Schillig/Harvey, Conclusion of Contract under the Draft Common European Sales Law, p 16. Article …” „… arguably misguided. The SIN in CESL Annex II (P) not only complicates the making of a contract and adds to …”

Article 129 Taking delivery S. 602-605

„… on sales contracts. II. Relationship to other legal acts of the EU Art 18 Dir No 2011/83/EU contains …” „… . Scope of application Art 129 applies to all contracts governed by the CESL (P). B. Context I. Sources …” „… delivery. Supplying information In simple sales transactions, the contract will frequently contain all …”

Article 102 Third party rights or claims S. 516-523

„… contract of sale. The language of art 102(5) covers, however, all situations if the good is covered by the …” „… obligation to transfer the property is an essential duty of the seller, defining the contract of the sale …” „… contract due to the knowledge of the buyer. In the case of ownership it would deprive the contract of sale …”

Appendix 1 Model instructions on withdrawal S. 780-784

„… a withdrawal on a durable medium (eg by email) without delay.’ 4 In the case of sales contracts in …” „… ]: – I/We* hereby give notice that I/We* withdraw from my/our* contract of sale of the following goods*/for …” „… withdrawal period has expired. Effects of withdrawal If you withdraw from this contract, we will reimburse …”

Article 23 Duty to disclose information about goods and related services S. 195-200

„… contract for the sale of goods, supply of digital content or provision of related services by a trader to …” „… provisions of Section 1 of Chapter 2 in B2C contracts: off-premises and distance contracts as well as …” „… derogations to the detriment of the consumer. Therefore in all forms of contracts covered by Section 1 a …”

Article 111 Consumer’s choice between repair and replacement S. 544-548

„… with the contract. Therefore, for B2C contracts the CESL (P) follows the pattern of the Consumer Sales …” „… . Although it goes below the standard of the Consumer Sales Directive, both texts cannot be just compared …” „… irrespective of the whole balance between the rights and duties of the parties. The Consumer Sales Directive …”

Article 87 Non-performance and fundamental non-performance S. 433-445

„… Part IV Obligations and remedies of the parties to a sales contract or a contract for the supply of …” „… the digital content; (c) delivery of goods which are not in conformity with the contract; (d) supply …” „… of digital content which is not in conformity with the contract; (e) non-payment or late payment of …”

Article 137 Scope of right to terminate S. 630-633

„… terminate in a contract for the sale of goods or the supply of digital content, art 137 the corresponding …” „… termination of a mixed sale and service contract (called ‘mixed purpose contract’ in art 9). Moreover, arts …” „… Scope of right to terminate 1. Where the buyer’s obligations under the contract are to be performed in …”

Article 67 Usages and practices in contracts between traders S. 366-371

„… sources of contract terms. The presentation of these sources as subsections gives the impression of a …” „… of an existing contract by offering a more stringent guideline on the possible sources and their …” „… order of application. Furthermore, adding ‘in contracts between traders’ to letter b might be worthy of …”

Article 90 Extended application of rules on payment and on goods or digital content not accepted S. 463-469

„… a main obligation of the buyer under the contract of sale. In other cases, it arises only from the …” „… the contract of sale. According to art 44(4), in an off-premises contract where the goods have been …” „… avoidance of the contract. Paragraph 2 applies also in cases of withdrawal where the seller is obliged to …”

Article 30 Requirements for the conclusion of a contract S. 217-221

„… this Chapter. Article 30 Requirements for the conclusion of a contract 1. A contract is concluded if …” „… agreement, supplemented if necessary by rules of the Common European Sales Law, has sufficient content and …” „… agreement on some specific matter a requirement for the conclusion of a contract, there is no contract …”

Article 41 Exercise of right to withdraw S. 260-265

„… case of a sales contract, including a sales contract under which the seller also agrees to provide …” „… contract for the sale of multiple goods ordered by the consumer in one order and delivered separately …” „… contracts up to a total value of 50 EUR. The Consumer Rights Directive therefore does not stipulate such a …”

Article 73 Determination of price S. 391-395

„… ’.1 Application of this article will probably be fairly limited as in sales contracts, the price is …” „… limitation of the CESL to sales contracts. This is further stressed by the incorporation of ‘in the absence …” „… IV. Mandatory for B2C contracts Art 72(4) establishes the mandatory nature of the rules as far as B …”

Appendix 2 Model withdrawal form S. 784-786

„… from my/our* contract of sale of the following goods*/for the supply of the following digital …” „… contract you are about to conclude will be governed by the Common European Sales Law, which is an …” „… alternative system of national contract law available to consumers in cross-border situations. These common …”

Article 49 Fraud S. 301-309

„… information and to both parties of a sales contract regardless of whether they are seller (supplier) or buyer …” „… description of this relevance than the term ‘fundamentally different’ in the proposal.29 A contract that is …” „… effect of the contract could be sufficiently safeguarded by an appropriate interpretation of the risk …”

Article 20 Duty to provide information when concluding contracts other than distance and off-premises contracts S. 189-193

„… distance sales scheme. It seeks to guarantee minimum levels of transparency in all consumer sales contracts …” „… conclusion of the contract. This would be problematic. In addition, the trader should, when providing the …” „… be expected to have been aware of. 2. This Article does not apply where the contract involves a …”

Article 13 Duty to provide information when concluding a distance or off-premises contract S. 164-171

„… ) as covering contracts for sale of goods, digital content and related service contracts (cf art 5 …” „… information on the main characteristics of the goods, digital content or related services in all B2B contracts …” „… 15; (d) the contract terms, in accordance with Article 16; (e) the rights of withdrawal, in …”

Article 66 Contract terms Kieninger S. 364-366

„… Chapter 7 Contents and effects Article 66 Contract terms The terms of the contract are derived from …” „… : (a) the agreement of the parties, subject to any mandatory rules of the Common European Sales Law; (b …” „… European Sales Law which applies in the absence of an agreement of the parties to the contrary; and (d) any …”

Article 31 Offer S. 221-225

„… contracts for the sale of goods. For certain digital content contracts, terms of licensing might, for …” „… VI. Specific matter: requirement for the conclusion of the contract Paragraph 4 states that where a …” „… party makes agreement on a specific matter a requirement for the conclusion of the contract, the …”

Article 59 Relevant matters S. 344-349

„… taken into account: Where the parties have called their contract a contract of sale there is usually a …” „… of the parties, even subsequent to the conclusion of the contract; (c) the interpretation which has …” „… expressions in the branch of activity concerned; (g) the nature and purpose of the contract; and (h) good …”

Article 78 Contract terms in favour of third parties S. 408-413

„… small, as sales contracts in favour 1 Eg for insurance or carriage of goods contracts, cf von Bar/Clive …” „… Article 78 Contract terms in favour of third parties 1. The contracting parties may, by the …” „… time the contract is concluded but needs to be identifiable. 2. The nature and content of the third …”

Article 51 Unfair exploitation S. 313-321

„… Article 51 Common European Sales Law (P) 276 Pfeiffer 18 19 IV. Content of the contract …” „… determining the excessive or unfair nature of a contract under art 51. Article 51 Common European Sales Law (P …” „… may avoid a contract if, at the time of the conclusion of the contract: (a) that party was dependent …”

Article 71 Additional payments in contracts between a trader and a consumer S. 385-388

„… terms from being a part of the contract is indeed the intended meaning of art 70, a more explicit …” „… must be accepted by ticking a box prior to the formation of the contract should explicitly be …” „… . Currently, the only national legislation that does extend the control of general contract terms at the …”

Article 172 Restitution on avoidance or termination S. 716-728

„… includes any natural and legal fruits derived from what was received. 3. On the termination of a contract …” „… price for what has been done remains payable under Article 8(2), unless the nature of the contract is …” „… principle of full restoration in case of termination of a contract to be performed in instalments or parts …”

Article 68 Contract terms which may be implied S. 371-374

„… parties, any usage or practice or any rule of the Common European Sales Law, an additional contract term …” „… established a standing usage between themselves, the usage may still become part of the contract either by way …” „… of interpretation or as an implied term. Article 68 Contract terms which may be implied 1. Where it …”

Article 154 Provision of access S. 665-666

„… a ‘related services contract’ may also be part of a sales contract is not acknowledged by the norm …” „… clear when the customer, in a contract for the repair of goods, has to pay.1 Furthermore, the fact that …” „… aspects of the contract. Art 9 gives an incomplete answer that provides the parallel application of both …”

Article 65 Interpretation against supplier of a contract term S. 360-364

„… must be assessed on the basis of the contract as a whole, taking into account all possible developments …” „… situation of doubt. Equally, art 64 does not simply make the relevant contract term vanish and have the …” „… of a contract term which has not been individually negotiated within the meaning of Article 7, an …”

Introduction to arts 13–29 Howells/Watson S. 162-164

„… so-called ‘offpremises’ contracts (cf art 40 nos 3–4). However, the use of such sales modes should not lead …” „… non-conformity or to reduce the possibility that the contract is concluded on the basis of mistakes as to, eg …” „… conclude the contract. In these exceptions the express consent must come subsequent to the use of the CESL …”

Article 186 Agreements concerning prescription S. 777-780

„… contract or a contract for the supply of water, gas or electricity, where they are not put up for sale in a …” „… tangible medium: ‘of the conclusion of the contract.’; b) in the case of a sales contract: ‘on which you …” „… under the contract. Depending on the reach of the modifications in question it may be difficult for the …”

Article 164 Substitute transaction S. 688-691

„… party in breach of contract) who claims that reasonable mitigation steps could have reduced the loss …” „… under the terminated contract and the value of what is payable under the substitute transaction, as well …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 I. Termination of a contract …”

Article 173 Payment for monetary value S. 728-741

„… , the performance of a sales contract will involve a transfer of ownership, so that the choice of the …” „… be useful, eg, that it also encompasses the consequences of a contract failed under art 30 because of …” „… and used by businesses and consumers who would not necessarily be specialists in the area of contract …”

Article 58 General rules on interpretation of contracts Wendehorst S. 340-344

„… contract is about the sale of whale meat irrespective of the fact that any Norwegian and many other persons …” „… interpretation of contracts 1. A contract is to be interpreted according to the common intention of the parties …” „… an expression used in the contract to have a particular meaning, and at the time of the conclusion of …”

Article 100 Criteria for conformity of the goods and digital content S. 508-513

„… content supplied under a consumer sales contract are incorrectly installed, any lack of conformity …” „… of art 99(4) is technically not perfect.9 Art 99(3) applies only in B2C contracts, therefore …” „… reference to art 103 instead of art 101).10 Art 99(4) concerns practically only a contract that determines …”

Article 12 Unilateral statements or conduct S. 157-162

„… equivalent of a statement. Article 12 Common European Sales Law (P) 120 Schulte-Nölke 11 12 Contents A …” „… ’ . . . . . . . . . . . . . . . . . . . . . . . . . 8 V. Application by analogy of other rules on interpretation of contracts . . . 10 VI. Applicability …” „… terms of subject matter, it should belong to the chapter on interpretation of contracts (Chapter 6 …”

Article 13 Member States’ options S. 115-118

„… Common European Sales Law available for: (a) contracts where the habitual residence of the traders or, in …” „… the case of a contract between a trader and a consumer, the habitual residence of the trader, the …” „… that Member State; and/or (b) contracts where all the parties are traders but none of them is an SME …”

Article 29 Remedies for breach of information duties S. 212-216

„… crossborder contracts for the sale of goods’. From this one might imagine relational contracting situations …” „… D. Criticism For B2C contracts there is no express reversal of the burden of proof with regard to …” „… standard that is to be applied in B2B contracts: can a concept of the ‘average trader’ be applied – or even …”

Article 43 Effects of withdrawal S. 269-273

„… the right of withdrawal (art 17[1]) at the correct time (namely before the contract was concluded or …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 I. Effect on performance of the contract …” „… obligation of the parties to perform the contract and, on the other hand, for an offer made by a consumer …”

Article 139 Loss of right to terminate S. 635-639

„… contract, or part of the contract (art 138). In a Belgian case governed by the similar art 26 CISG, the …” „… of terminating the contract. Depending on the circumstances, such an early notice may or may not be …” „… modify the scope from an unjustified (and thus ineffective) termination of the entire contract to a …”

Article 17 Information about rights of withdrawal when concluding a distance or off-premises contract S. 179-182

„… contract imply that compliance with these codes becomes a term of the contract? It would be surprising if …” „… Information about rights of withdrawal when concluding a distance or off-premises contract 1. Where the …” „… contracts, that the consumer will have to bear the cost of returning the goods in the event of withdrawal if …”

Article 109 Cure by the seller S. 532-540

„… Sales Directive that the liability for the lack of conformity in B2C contracts must be mandatory and the …” „… , (2011) ERPL 895. Article 109 Common European Sales Law (P) 496 Zoll 1 2 tainability of the contract, eg …” „… contract of sales, where the goods are adjusted to the particular needs of the consumer. In such cases a …”

Article 133 Right to withhold performance S. 619-623

„… performance. III. Scope of application Art 133 applies to all contracts which are governed by CESL (P). B …” „… the contract under art 116. VI. Withholding entire or part performance Paragraph 3 limits the scope of …” „… buyer. In the case of a single sale of goods, the seller will normally be entitled to withhold delivery …”

Article 124 Means of payment S. 574-580

„… far from obvious that the overcharge can be seen as non-performance of a contract. In web-based sales …” „… payment 1. Payment shall be made by the means of payment indicated by the contract terms or, if there is …” „… contract between a trader and a consumer, the consumer is not liable, in respect of the use of a given …”

Article 125 Place of payment S. 580-584

„… can be seen as non-performance of a contract. In web-based sales, payment through debit or credit …” „… not deal with the issue of overpayments, but are limited to situations where ‘a contract is avoided or …” „… seller’s place of business at the time of conclusion of the contract. 2. If the seller has more than one …”

Article 80 Exclusions from unfairness test S. 415-417

„… . Explanation Art 79 states the effects of unfair contract terms. However, the general effect of the unfairness …” „… meaning of unfair in B2C and B2B contracts, respectively. If the contract term is unfair within the …” „… has to be omitted from the contract. According to paragraph 2, the nullification of an unfair contract …”

Article 159 Right to damages S. 672-676

„… reminder, of non-performance, in order to claim damages. However, since the buyer in a sales contract …” „… other provisions referring to damages for breach of contract,1 it constitutes the basis for a claim for …” „… modern international and European projects on uniform contract law. The source of art 159 is art III …”

Article 48 Mistake S. 291-301

„… Chapter 5 Defects in consent Article 48 Mistake 1. A party may avoid a contract for mistake of fact …” „… ; or (iv) made the same mistake. 2. A party may not avoid a contract for mistake if the risk of the …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 1. Mistakes regarding the content or the interpretation of a contract or its legal effects …”

Article 116 Termination for anticipated non-performance S. 557-559

„… period of time (cf art 135 no 9), a right to terminate the contract for the reason of the delay …” „… reject the performance. If the performance has been accepted, the termination of the contract for the …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 A. Objectives Art 116 governs the possibility of the termination of the contract for anticipated …”

Article 89 Change of circumstances S. 452-463

„… termination of the 2. 3. Article 89 Common European Sales Law (P) 424 Zoll 32 33 34 35 contract brings to an …” „… cannot justify termination of contract since, according to art 88(3), damages are the only remedy …” „… ) terminate the contract within the meaning of Article 8 at a date and on terms to be determined by the court …”

Article 4 Interpretation S. 131-134

„… remedies for non-performance of an obligation of the party to a contract are applicable. This includes the …” „… principles underlying it. 2. Issues within the scope of the Common European Sales Law but not expressly …” „… article (art 1 CESL [FS]). In the CESL (P), the ideologically sensitive articles on freedom of contract …”

Article 114 Termination for non-performance S. 553-555

„… of Article 87(2). 2. In a consumer sales contract and a contract for the supply of digital content …” „… meaning of Article 8 if the seller’s non-performance under the contract is fundamental within the meaning …” „… contract, the consumer may terminate the contract unless the lack of conformity is insignificant. Contents …”

Article 86 Meaning of ‘unfair’ in contracts between traders S. 430-433

„… Obligations and remedies of the parties to a sales contract or a contract for the supply of digital content …” „… arise. Section 3 Unfair contract terms in contracts between traders Article 86 Meaning of ‘unfair’ in …” „… contracts between traders 1. In a contract between traders, a contract term is unfair for the purposes of …”

Article 88 Excused non-performance S. 445-452

„… the contract. Even in contracts of sale or supply of digital content, some obligations may have a …” „… III. Insignificant non-performance in consumer contracts In consumer contracts, the requirement of …” „… consumer for the reason of lack of conformity of the goods or digital content with the contract. In such a …”

Article 121 Examination of the goods in contracts between traders S. 565-566

„… carriage of the goods If the contract of sales involves the carriage of the goods, paragraph 2 determines …” „… . Article 122 Requirement of notification of lack of conformity in sales contracts between traders 1. In a …” „… Section 7 Requirements of examination and notification in a contract between traders Article 121 …”

Article 70 Duty to raise awareness of not individually negotiated contract terms S. 380-385

„… CESL (FS) (‘if one of the parties to a contract is a business’), overcompensating in its condensation …” „… would be in keeping with the dispositive nature of art 69 for non-B2C contracts. Article 70 Duty to …” „… raise awareness of not individually negotiated contract terms 1. Contract terms supplied by one party …”

Article 153 Payment of the price S. 664-665

„… also be part of a sales contract is not acknowledged by the norm – the question can be raised of …” „… contract for the repair of goods, has to pay.1 Furthermore, the fact that a ‘related services contract’ may …” „… whether – in cases of lump sum payment – the payment should follow in accordance with the applicable sales …”

Article 6 No form required S. 140-142

„… Article 6 No form required Unless otherwise stated in the Common European Sales Law, a contract …” „… national legal systems the conclusion of a contract may require a formal requirement (at least to evidence …” „… art 1341 of the French Cc several Member States require – in principle – that a contract above a …”

Article 8 Termination of a contract Zoll S. 145-147

„… 9 Mixed-purpose contracts 1. Where a contract provides both for the sale of goods or the supply of …” „… freely into the contract by the consumer. Article 8 Termination of a contract 1. To ‘terminate a contract …” „… ’ means to bring to an end the rights and obligations of the parties under the contract with the exception …”

Article 131 Overview of seller’s remedies Dannemann S. 611-614

„… performance under Section 3 of this Chapter; (c) terminate the contract under Section 4 of this Chapter; and …” „… legal acts of the EU Neither the Consumer Sales Directive nor the Consumer Rights Directive contain …” „… written specifically for sales contracts, do not contain any provision which fully corresponds to art 131 …”

Article 140 Effect of passing of risk S. 639-640

„… (P), eg Chapter 8, the application of the rules to both B2B and B2C contracts requires …” „… the sale of goods or supply of digital content governed by the CESL (P). Art 140 governs the so-called …” „… of passing of risk in B2B and B2C contracts. The wording ‘after the risk has passed’ indicates that …”

Article 107 Limitation of remedies for digital content not supplied in exchange for a price S. 529-531

„… provisions of the CESL (P) governing the contract of sales apply to all of these contracts. In the case of …” „… contract (art 119[2][a]). The right of termination is limited only by the period of prescription, which …” „… applies also to the termination according to art 185(1). It means that in B2C contracts, the protection of …”

Article 5 Reasonableness S. 134-140

„… invalidity of a contract arising from lack of capacity, illegality or immorality, the determination of the …” „… language of the contract, matters of non-discrimination, representation, plurality of debtors and creditors …” „… the nature and purpose of the contract, to the circumstances of the case and to the usages and …”

Article 16 Entry into force and application S. 120-122

„… take account of the need to extend the scope in relation to B2B contracts: if there is a need to extend …” „… ) states the principle of freedom of contract. There are at least three aspects to this principle: firstly …” „… may freely choose with whom they contract; and thirdly, they may determine the content of their …”

Article 134 Termination for fundamental non-performance S. 623-625

„… of Article 8 if the buyer’s non-performance under the contract is fundamental within the meaning of …” „… on the right of the buyer to terminate the contract for the seller’s fundamental non-performance. III …” „… . Scope of application Art 134 applies to all contracts which are governed by CESL (P). B. Context I …”

Article 24 Additional duties to provide information in distance contracts concluded by electronic means S. 200-203

„… the question is posed of whether it relates to the manner in which the contract is concluded, to …” „… the nature of the information that is to be provided, or both. Section 3 Contracts concluded by …” „… accepts an offer; (d) the languages offered for the conclusion of the contract; (e) the contract terms. 4 …”

Article 36 Time limit for acceptance S. 233-235

„… into account. The CESL (P) only applies to sales contracts, contracts for the supply of digital content …” „… possible that the offeror only learns of the acceptance after the conclusion of the contract. Of course, it …” „… Vogenauer/Kleinheisterkamp (eds), Commentary on UNIDROIT PICC, art 2.1.6 no 14. 4 Veneziano, ‘Conclusion of contract’, in …”

Article 163 Reduction of loss S. 686-688

„… contract of sale for a taxi and the seller notifies the company that the car will be delivered with a delay …” „… on 110V. In breach of the contract, it was set for 110V. However, the creditor overlooked a prominent …” „… breach of contract by the debtor, the creditor is required to take all measures reasonable under …”

Article 38 Modified acceptance S. 237-241

„… materially alter the terms of the offer is a rejection and a new offer. 2. Additional or different contract …” „… of the contract. 4. A reply which states or implies additional or different contract terms is always …” „… rejection even if the additional or different contract terms do not materially alter the terms of the offer …”

Article 16 Information about the contract terms S. 176-179

„… to perform the related services; (b) where applicable, the duration of the contract, the minimum …” „… duration of the consumer’s obligations or, if the contract is of indeterminate duration or is to be …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 A. Function It is important that the consumer receives the key terms of the contract, in …”

Article 113 Right to withhold performance S. 551-553

„… non-performance under the contract is fundamental within the meaning of Article 87(2). 2. In a consumer sales …” „… used for reciprocal contracts (cf art 133).1 It protects the parties from the necessity of carrying the …” „… of the contract and if termination occurs, the prior withholding of the performance facilitates the …”

Article 143 Time when risk passes S. 645-646

„… Section 3 Passing of risk in contracts between traders Article 143 Time when risk passes 1. In a …” „… contract between traders the risk passes when the buyer takes delivery of the goods or digital content or …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 A. Function The passing of the risk in B2B contracts is governed separately from the question of …”

Article 135 Termination for delay after notice fixing additional time for performance S. 625-628

„… consumer sales contract, the parties may not, to the detriment of the consumer, exclude the application of …” „… 115 on the right of the buyer to terminate the contract after fixing an additional time for …” „… performance. Article 135 Common European Sales Law (P) 588 Dannemann 8 1 2 III. Scope of application While art …”

Article 132 Requiring performance of buyer’s obligations S. 614-619

„… the circumstances’. II. Relationship to other legal acts of the EU Neither Consumer Sales Directive …” „… . Paragraph 2 does not mention termination of contract, and thus fails to inform the reader about the …” „… . Restitution in case of substitute transaction If the seller has terminated the contract, both seller and buyer …”

Article 83 Meaning of ‘unfair’ in contracts between a trader and a consumer S. 419-423

„… unclear and unintelligible term. Article 83 Meaning of ‘unfair’ in contracts between a trader and a …” „… contract, to the detriment of the consumer, contrary to good faith and fair dealing. 2. When assessing the …” „… unfairness of a contract term for the purposes of this Section, regard is to be had to: (a) whether the …”

Article 148 Obligation to achieve result and obligation of care and skill S. 655-657

„… contract. 2. In the absence of any express or implied contractual obligation to achieve a specific result …” „… of the goods, the installation must be such that the installed goods conform to the contract as …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 A. Function The scope of application of art 148 is broader than only for the contracts for related …”

Article 19 Distance contracts: additional information and other requirements S. 185-189

„… formation be confirmed by a durable medium at the time of conclusion of the contract.4 It may be …” „… distance contract is concluded through a means of distance communication which allows limited space or time …” „… 3 of this Article on that particular means prior to the conclusion of such a contract. The other …”

Article 25 Additional requirements in distance contracts concluded by electronic means S. 203-207

„… article is indeed intended to apply to B2B contracts either a change to the definition of ‘distance …” „… to the information on the important aspect of how the contract is to be concluded. The approach …” „… aspects of the contract before the order is placed. Secondly, as in distance contracts, it may not be …”

Article 74 Unilateral determination by a party S. 395-399

„… contract and no generally accepted method of price determination available, recourse can only be taken to …” „… to the relevant time of contract conclusion) might be an interesting addition. Such a rule – ideally …” „… of the contract or, if no such price or term is available, a reasonable price or a reasonable term is …”

Article 14 Information about price and additional charges and costs S. 171-174

„… tional law until it is clear that the contract will be concluded on the basis of the CESL (P …” „… Rights Directive by saying they are only willing to contract on the basis of the CESL (P). This is …” „… may be payable. 2. In the case of a contract of indeterminate duration or a contract containing a …”

Article 170 Unfair contract terms relating to interest for late payment S. 711-715

„… purpose of paragraph 1, a contract term providing for a time or period for payment or a rate of interest …” „… Article 169 is presumed to be unfair. 3. For the purpose of paragraph 1, a contract term excluding …” „… ? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 III. Legal consequences of the unfairness of a contract term . . . . . . . . . . . . . . . . . 8 …”

Article 152 Obligation to warn of unexpected or uneconomic cost S. 661-664

„… the pre-contractual information, which becomes a term of the contract (cf art 13[2]), is admissible …” „… the conclusion of the contract; however, in some contracts for (related) services, the Article 152 …” „… is therefore a specific provision tailored to the features of a related service contract and is …”

Article 39 Conflicting standard contract terms S. 241-246

„… concluded. The standard contract terms are part of the contract to the extent that they are common in …” „… advance, explicitly, and not by way of standard contract terms, an intention not to be bound by a contract …” „… Common European Sales Law (P) 204 Terryn 1 2 3 C. Explanation I. Scope of application The article only …”

Article 149 Obligation to prevent damage S. 657-659

„… that a duty to prevent damage also arises from the contract of sales. In particular, the contracts for …” „… . Paragraph 4 applies to B2C contracts in which the related service includes the installation of the goods …” „… final condition of the installed goods must therefore be in conformity with the contract.4 Paragraph 5 …”

Article 50 Threats S. 309-313

„… Article 50 Threats A party may avoid a contract if the other party has induced the conclusion of …” „… the contract by the threat of wrongful, imminent and serious harm, or of a wrongful act. Contents A …” „… in its decision about a contract. Thus, threat is generally recognised as a defect of consent which …”

Article 79 Effects of unfair contract terms S. 414-415

„… Article 79 Effects of unfair contract terms 1. A contract term which is supplied by one party and …” „… is therefore unusual as it first stipulates the effect of unfair contract terms before ‘unfairness …” „… on unfair contract terms. The article states the effects of unfair contract terms, albeit only the …”

Introduction to arts 30–39 S. 216-217

„… Chapter 3 Conclusion of contract Introduction to arts 30–39 Contract conclusion is currently not …” „… harmonised in EU legislation. The E-Commerce Directive touches upon the process of contract conclusion (cf in …” „… dependent on the moment of contract conclusion,1 again without harmonising the conclusion of the contract …”

Article 117 Scope of right to terminate S. 559-560

„… Article 117 Scope of right to terminate 1. Where the seller’s obligations under the contract are to …” „… performance of the other parts or the non-performance is such as to justify termination of the contract as a …” „… whole. 3. Where the seller’s obligations under the contract are not divisible or a part of the price …”

Article 144 Goods placed at buyer’s disposal S. 646-648

„… Article 145 Carriage of the goods 1. This Article applies to a contract of sale which involves carriage of …” „… equivalent rule for B2B contracts ensure internal regulatory consistency. Furthermore, the formulation of …” „… europäisches Kaufrecht?, p 496. Passing of risk Article 144 Zoll/Watson 609 6 7 8 A. Function In B2B contracts …”

Article 176 Equitable modification S. 751-756

„… termination of the contract or knew about the grounds for it. The restitution regime should in general be …” „… abstract from the reasons for the failure of the contract. The only exception is where a defect of the good …” „… contract as far as it is necessary to protect the consumer. III. Scope of application The provision applies …”

Article 22 Mandatory nature S. 194-195

„… information about goods and related services 1. Before the conclusion of a contract for the sale of goods …” „… burden of proof to B2C contracts other than distance and off-premises contracts. This provision on …” „… language), time requirements (eg before the contract is concluded) and any necessary requirements of …”

Article 128 Imputation of payment S. 595-602

„… of contracts governed by the CESL (P). B. Context I. Sources This article is based on the similar …” „… ] RegCESL [P]). Contracts under which a consumer pays for one order in instalments are outside the scope of …” „… contracts. However, the application of art 128 in this situation is assured only if all those contracts are …”

Article 104 Buyer’s knowledge of lack of conformity in a contract between traders S. 523-524

„… consumer sales contract, any lack of conformity which becomes apparent within six months of the time when …” „… that updated digital content has become available after the conclusion of the contract. Art 103 …” „… contract. Article 104 Buyer’s knowledge of lack of conformity in a contract between traders In a contract …”

Article 98 Effect on passing of risk S. 500

„… not occur, because in such a situation the contract of sale must be treated as not having been …” „… requirements for the sale in the sense of art 97(2)(b). If the contract has been concluded without prior …” „… of delivery as the central concept in determining the transfer of the risk in the contracts between …”

Article 35 Time of conclusion of the contract S. 231-233

„… therefore no claims based on the existence of a contract) would result from the general rules on contract …” „… of the contract 1. Where an acceptance is sent by the offeree the contract is concluded when the …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 9 Von Bar/Clive (eds), DCFR, Full Edition, p 259. 10 Veneziano, ‘Conclusion of contract’, in …”

Article 174 Payment for use and interest on money received S. 741-747

„… compensation for use from the buyer after the contract has been avoided or terminated. Use of goods Payment …” „… recipient did not cause the ground for avoidance or termination of the contract and was not aware of it, he …” „… conclusion of the contract. This includes foregone use of goods or interests. It is therefore not ne- 1. 2. 3 …”

Article 138 Notice of termination S. 633-635

„… seller may terminate the contract only for a proportion of the goods which corresponds to the outstanding …” „… paragraph 1, seller can terminate only for the unpaid part of the contract. Under the given circumstances …” „… contract Paragraphs 2 and 3 compete for application in the situation that the non-performance of a separate …”

List of contributors S. 18-20

„… ), Principles of the Existing EC Contract Law (Acquis Principles), Contract I: Pre-Contractual Obligations …” „… . Conclusion of Contract. Unfair Terms, Sellier: Munich (2007); Research Group on the existing EC Private Law …” „… (Acquis Group), Principles of the Existing EC Contract Law (after the Lisbon Treaty ‘EU Contract Law …”

Article 106 Overview of buyer’s remedies S. 527-529

„… Section 4 of this Chapter; (c) terminate the contract under Section 5 of this Chapter and claim the return …” „… performance from the seller, withholding performance, termination of the contract, price reduction and …” „… differentiation of the content of the system of remedies between the pure B2B contracts and B2C contracts (no …”

Article 151 Obligation to provide invoice S. 659-661

„… conclusion of the contract, the service provider must provide the customer with an invoice which explains, in …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Article 151 Common European Sales Law (P) 622 Zoll/Watson 8 1 2 A. Function In contracts for goods …” „… or digital content, the total price is typically known prior to the conclusion of the contract …”

Article 47 Mandatory nature S. 288-291

„… the CESL (P) has not be chosen to govern the contract,7 the obligations of the parties in the event of …” „… applicable to B2C contracts, the applicable law will generally be the law of the state in which the consumer …” „… meant in situations where the consumer would have a right of withdrawal under the ancillary contract …”

Article 108 Mandatory nature S. 531-532

„… Sales Directive that the liability for the lack of conformity in B2C contracts must be mandatory and the …” „… performance. B. Explanation In the case of lack of conformity for the digital content under the contracts …” „… Mandatory nature In a contract between a trader and a consumer, the parties may not, to the detriment of the …”

Article 178 Rights subject to prescription S. 759-762

„… , while CESL (P) deals with transactions for the sale of goods, for the supply of digital content, and for …” „… consumer contracts; – art 55: damages for loss suffered as a result of mistake, fraud etc; – art 97(3 …” „… contracts; and – arts 173, 174, and 175: obligations to pay the monetary value of goods, for the use of …”

Article 54 Effects of avoidance S. 327-330

„… contract that already has been validly avoided. Article 54 Effects of avoidance 1. A contract which may be …” „… a ground of avoidance affects only certain contract terms, the effect of avoidance is limited to …” „… those terms unless it is unreasonable to uphold the remainder of the contract. 3. The question whether …”

Article 167 Interest when the debtor is a consumer S. 698-704

„… the contract which fixes a rate of interest higher than that provided in Article 166, or accrual …” „… 166 no 15). III. Beginning of the accrual: due payment, notice and 30 days In consumer contracts …” „… contracts, the notice may, eg, be included in the confirmation of the conclusion of a contract (art 19[5 …”

Article 45 Obligations of the consumer in the event of withdrawal S. 278-284

„… the consumer exercised the right of withdrawal, in comparison with the full coverage of the contract …” „… return to the situation prior to the conclusion of contract (art 43 no 4). If performance has already …” „… 45 (eg in paragraph 2). The absence of Article 45 Common European Sales Law (P) 242 Schulze 1 2 3 …”

Article 75 Determination by a third party S. 399-402

„… argue that its chosen price or term does not cross the threshold of abuse, while the contract partner …” „… types of contract terms. In addition, in order to increase user-friendliness, a clarification of who is …” „… form contracts, and the general principle of good faith, seems questionable. Article 75 Determination …”

Article 115 Termination for delay in delivery after notice fixing additional time for performance S. 555-557

„… insignificant’).4 The exception applicable for B2C contracts, which relaxes the requirement of the …” „… of the seller’s obligation, the consumer may terminate the contract according to art 114(1) – the …” „… contract in a case of delay in delivery which is not in itself fundamental if the buyer gives notice fixing …”

Article 53 Confirmation S. 324-327

„… contract in force in spite of a vitiated consent. The other party may trust in the respective statements of …” „… party should not be bound by a confirmation of the contract. Confirmation is different from repeating …” „… the conclusion of the contract: in the case of confirmation, the original contract remains valid. A …”

Article 34 Acceptance S. 229-231

„… on offer and acceptance for the conclusion of contracts. Art 30(2) determines that agreement is …” „… 310–311. Conclusion of contract Article 34 Terryn 193 2 3 4 5 6 IV. Unsolicited goods or services Contrary …” „… instrument. The same result (no contract and therefore no claims based on the existence of a contract) would …”

Article 166 Interest on late payments S. 692-698

„… this is the place where the contract should have been performed. Determination of the current price is …” „… is the creditor who must prove that he terminated the contract and that there is a current price of …” „… 166 Common European Sales Law (P) 656 Možina 1 2 3 from delaying the due payment of the debtor.2 On …”

Article 27 Mandatory nature S. 208-209

„… other requirements stipulated in the section, ie formalities on copies and confirmation of contract. It …” „… provisions of Section 3 of Chapter 2 in contracts concluded by electronic means between a trader and a …” „… C. Explanation The burden of proof extends to the provisions of Section 3 of Chapter 2. It covers …”

Article 161 Foreseeability of loss S. 682-684

„… or loss of enjoyment as a consequence of a breach of a (sales) contract, their exclusion in the CESL …” „… , ie the consequence of the breach of contract, not to the breach itself. It is the debtor who must …” „… from the breach of contract.3 II. Standard of foreseeability The basic standard of foreseeability is an …”

Article 10 Notice S. 151-154

„… vice provider under the contract are to be performed in separate parts or whether a part of the …” „… relation to the giving of notice for any purpose under the rules of the Common European Sales Law and the …” „… contract. ‘Notice’ includes the communication of any statement which is intended to have legal effect or to …”

Article 37 Late acceptance S. 235-237

„… the offeree. The time of conclusion of the contract is the moment the late acceptance reaches the …” „… offeror entails the retroactive formation of the contract at the time when the late declaration of …” „… acceptance reaches the offeror.2 In case of acceptance by conduct without notice, the contract will be …”

Article 7 Not individually negotiated contract terms Mazeaud/Sauphanor-Brouillaud S. 142-145

„… able to influence its content. 2. Where one party supplies a selection of contract terms to the other …” „… that term from that selection. 3. A party who claims that a contract term supplied as part of standard …” „… contract terms has since been individually negotiated bears the burden of proving that it has been. 4. In a …”

Article 63 Preference for interpretation which gives contract terms effect S. 354-357

„… of the contract but where there is a certain inconsistency between them. Eg, where there is a …” „… negotiated contract term fixing a certain minimum amount of damages for every day of default, this …” „… over written contract terms must be answered in the same way as with the modification of supplied terms …”

Article 57 Choice of remedy S. 337-340

„… mainder of the contract untouched, unless this is contrary to the parties’ interest. Art 54(2) can …” „… related service contract and respective remedies under arts 155 et seq. The function of art 57 is to give …” „… , a ‘party is not entitled to avoid the contract on the ground of mistake if the circumstances on …”

Article 84 Contract terms which are always unfair S. 423-426

„… consumer to use a more formal method for terminating the contract within the meaning of Article 8 than was …” „… used for conclusion of the contract; (i) grant the trader a shorter notice period to terminate the …” „… contract than the one required of the consumer; (j) oblige the consumer to pay for goods, digital content …”

Article 72 Merger clauses S. 388-391

„… (prior) party statements or agreements will become part of the contract. Such a clause serves to clarify …” „… the contents of the contract in its final form and to prevent litigation on questions of whether prior …” „… contracts Instead of submitting merger clauses that are not individually negotiated to a judicial control …”

Article 95 Time of delivery S. 487-490

„… the contract. However, the content of delivery needs to be established in all these cases according to …” „… the conclusion of the contract. 2. In contracts between a trader and a consumer, unless agreed …” „… from the conclusion of the contract. Contents A. Objectives …”

Article 18 Off-premises contracts: additional information requirements and confirmation S. 182-185

„… contract or the confirmation of the contract, including where applicable, the confirmation of the …” „… confirmation or on providing the consumer with a copy of the signed contract. In addition, the DCFR had …” „… which the duty to provide a durable record of the contract can be complied with: a consumer can be given …”

Article 120 Right to reduce price S. 563-565

„… terminate the contract. The notice has already produced its effects. II. Modification of the price after …” „… and notification in a contract between traders Article 121 Examination of the goods in contracts …” „… delivery of the goods, supply of digital content or provision of related services. 2. If the contract …”

Article 119 Loss of right to terminate S. 561-563

„… the termination are fulfilled. It is particularly important in B2B contracts because the knowledge of …” „… reasonable time.1 In the case of B2C contracts, a right to protect the consumer’s interest is here more …” „… important than the stability of contract. Hence this limitation does not concern consumers (art 119[2][a …”

Article 15 Information about the identity and address of the trader S. 174-176

„… contact them. B. Context In the context of the sale of goods, the information about the trader’s identity …” „… distance and off-premises contracts. C. Explanation The identity of the trader is rather vaguely defined …” „… behalf the trader is acting. If a trader enters into the contract on behalf of another it is likely to be …”

Article 52 Notice of avoidance S. 321-324

„… question of an excessive character of the contract has to be determined in relation to the market value of …” „… contract because it also bears disproportionate costs because of mismanagement. Thus, it would be …” „… the unfair content of the contract. Article 52 Notice of avoidance 1. Avoidance is effected by notice …”

Article 169 Compensation for recovery costs S. 708-711

„… contract, a broad interpretation of the obligation to pay the price for goods and services may be …” „… interest rates to two different categories of claims arising from the same contract is unusual and …” „… (seller) in the case of payment delay in contracts between traders. In addition to the interest for delay …”

Article 64 Interpretation in favour of consumers S. 357-360

„… particularly high level of protection. Its practical significance is limited as most contract terms in consumer …” „… Dir No 93/13/EEC on unfair terms in consumer contracts. Art 64 must be seen both in the context of art …” „… obligations of the parties under the contract where the most favourable interpretation would be more …”

Article 28 Duty to ensure that information supplied is correct S. 209-212

„… provisions of Section 3 of Chapter 2 in contracts concluded by electronic means between a trader and a …” „… the CESL (P), namely that a contract may be avoided on grounds of mistake if particular pre-conditions …” „… non-misleading nature of the information provided affirms a ‘traditional legal value of contract making’ of …”

Article 32 Revocation of offer S. 225-228

„… would lead to the conclusion of a contract from which there would be a right to withdraw, the consumer …” „… withdrawal terminates the obligations of both parties to conclude the contract in cases where an offer was …” „… made by the consumer. This makes clear that the consumer must not await the conclusion of the contract …”

Article 156 Requirement of notification of lack of conformity in related service contracts between traders S. 668-669

„… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 A. Function Art 156 has a similar function to art 122 in the case of the sales contract. It is …” „… art 156. Article 156 Requirement of notification of lack of conformity in related service contracts …” „… between traders 1. In a related service contract between traders, the customer may rely on a lack of …”

Article 85 Contract terms which are presumed to be unfair S. 426-430

„… aim or objective of conferring exclusive jurisdiction for all disputes arising under the contract to a …” „… the trader or a third party for non-performance by the trader of obligations under the contract; 2 Cf …” „… contract to pay a disproportionately high amount by way of damages or a stipulated payment for …”

Article 55 Damages for loss S. 330-334

„… contract as a whole or only a certain term; the situation is different in cases of avoidance rights in …” „… certain term or terms of the contract. If only a term or a certain term is invalid, the relevant …” „… agreement) excluded. It is unreasonable to uphold a contract if striking out a term or certain terms of the …”

Article 56 Exclusion or restriction of remedies S. 334-337

„… so earlier.5 The damages also include compensation of detrimental effects of the contract: eg, if the …” „… fraud or a threat.6 If the contract was not avoided, the party may claim its losses because of the …” „… entitled party’s own decision not to avoid an avoidable contract. In cases of mistake or fraud, they should …”

Article 177 Mandatory nature S. 756-759

„… contract as far as it is necessary to protect the consumer. III. Scope of application The provision applies …” „… the detriment of the consumer, exclude the application of this Chapter or derogate from or vary its …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 III. Scope of application …”

Article 15 Review S. 119-120

„… the level of acceptance of the Common European Sales Law, the extent to which its provisions have …” „… Sales Law. 2. By … [5 years after the date of application of this Regulation], the Commission shall …” „… scope in relation to business-to-business contracts, market and technological developments in respect of …”

Article 26 Burden of proof S. 207-208

„… Common European Sales Law (P) 170 Howells/Watson 1 2 C. Explanation The burden of proof extends to the …” „… dealing with a consumer in contracts concluded by electronic means. Presumably, the burden of proof is not …” „… formalities on copies and confirmation of contract. It is assumed this would be intended and so the section …”

Article 168 Rate of interest and accrual S. 704-708

„… delays the payment of a price due under a contract for the delivery of goods, supply of digital content …” „… contract is to be ascertained by way of acceptance or examination, the 30 day period provided for in point …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1. The time of payment agreed in the contract …”

Article 112 Return of replaced item S. 548-551

„… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 I. The right and obligation of the seller to take back the item of the contract …” „… obligation of the seller to take back the item of the contract The seller who performs the replacement has a …” „… used for reciprocal contracts (cf art 133).1 It protects the parties from the necessity of carrying the …”

Article 185 Effects of prescription S. 775-777

„… Common European Sales Law (P) 738 Møgelvang-Hansen 8 1 often found in national law to avoid some of most …” „… preserves the right to withhold its own performance under the contract. Thus, a seller of goods must accept …” „… not exclude the application of this Article or derogate from or vary its effects. 5. In a contract …”

Article 81 Mandatory nature S. 417-418

„… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 A. Function According to art 81, provisions of the CESL (P) on unfair contract terms are of …” „… recipient of the contract terms (cf art 2 RegCESL [P] no 57; art 1 nos 7, 8). B. Context The mandatory …” „… nature of rules on unfair contract terms is a feature of the Directive on Unfair Contract Terms. Art 81 …”

Article 60 Reference to contract as a whole S. 349-350

„… Expressions used in a contract are to be interpreted in the light of the contract as a whole. Contents A …” „… factors listed in art 59. For example, when establishing the nature and purpose of a contract, or the …” „… expressions in a coherent manner, so when the meaning of an expression used in one contract term is clear and …”

Article 103 Limitation on conformity of digital content S. 523

„… that updated digital content has become available after the conclusion of the contract. Art 103 …” „… contract. Article 104 Buyer’s knowledge of lack of conformity in a contract between traders In a contract …” „… conclusion of the contract, the buyer knew or could not have been unaware of the lack of conformity. Art 104 …”

Introduction to arts 79–86 S. 413-414

„… variety of possible reasons for reviewing the fairness of contract terms. The classical view is that the …” „… Under the hypothesis that a contract is not the result of free agreement but rather of the dominant …” „… contract terms on the definition of the main subject and the appropriateness of the price to be paid (cf …”

Article 82 Duty of transparency in contract terms not individually negotiated S. 418-419

„… Section 2 Unfair contract terms in contracts between a trader and a consumer Article 82 Duty of …” „… compliance with the duty of transparency is to be considered when assessing the unfairness of a contract term …” „… (art 83[2][a]). B. Context The duty of transparency in contract terms not individually negotiated is …”

Article 179 Periods of prescription S. 762-764

„… required in sales contracts between traders within a reasonable time from the discoverability and no later …” „… notification of lack of conformity required in related service contracts between traders within a reasonable …” „… for loss caused by non-performance of contracts within the scope of CESL (P).5 Thus, the short period …”

Article 21 Burden of proof S. 193-194

„… . Article 21 Common European Sales Law (P) 156 Howells/Watson 1 2 burden of proof to B2C contracts other …” „… reversal of proof vis-à-vis pre-contractual information duties in contracts covered by the CESL (P) stems …” „… than distance and off-premises contracts. This provision on burden of proof extends to the provisions …”

Article 118 Notice of termination S. 560-561

„… of the contract as whole. The obligation is divisible if it may be performed in parts, without …” „… future, if the conditions of art 116 are completed. II. Termination of the contract as whole despite of …” „… contract, although the non-performance concerns only the separable part of the contract. If the buyer can …”

Introduction to arts 40–47 S. 246-247

„… distance and off-premises contracts. The application of the provisions is mandatory and deviations are not …” „… be read in conjunction with the definition of distance and off-premises contracts, covered …” „… exercised (arts 43–45) and the consequences of the withdrawal on ancillary contracts (art 46). The content …”

Article 136 Termination for anticipated non-performance S. 628-630

„… the right of the buyer to terminate the contract for anticipated non-performance by the seller. The …” „… other legal acts of the EU which deal with anticipated nonperformance of a contract. III. Comparison …” „… contract when this in fact is valid.1 Cf also art 133 no 12 for the danger of an unexplained or unjustified …”

Article 62 Preference for individually negotiated contract terms S. 352-354

„… ascertained, prevails even over the clear and unequivocal wording of a contract document (art 58 no 5 …” „… in favour of consumers and the rule in art 63 about interpretation giving contract terms effect …” „… original form, has failed to become a term of the contract, and there can be no real inconsistency. A more …”

Article 165 Current price S. 691-692

„… entitled to damages, recover the difference between the contract price and the price current at the time of …” „… transaction The creditor may claim damages on the basis of art 165 only after he has terminated the contract …” „… to the place of delivery can be explained by the fact that this is the place where the contract …”

Article 171 Mandatory nature S. 715-716

„… what was received. 3. On the termination of a contract for performance in instalments or parts, the …” „… under Article 8(2), unless the nature of the contract is such that part performance is of no value to …” „… Article 171 Mandatory nature The parties may not exclude the application of this Section or …”

Article 180 Commencement S. 764-767

„… prescription periods, the period of two years in CESL (P) is indeed short.9 In cases concerning damages for …” „… aware of the facts as a result of which the right to damages can be exercised.10 Furthermore, if it is …” „… work as an obstacle to an efficient coordination and handling of the claims. Similar problems may …”

Article 61 Language discrepancies S. 350-352

„… contract document is in two or more language versions none of which is stated to be authoritative and where …” „… . Function Art 61 contains a special rule of interpretation for written contracts where the whole contract or …” „… part of the contract is drawn up in more than one language version. 2 Cf von Bar/Clive (eds), DCFR …”

Article 2 Good faith and fair dealing S. 126-128

„… DCFR was criticised for employing good faith as an overriding concept of freedom of contract,2 in …” „… particular because of art II.–1.102(1) DCFR, according to which ‘[p]arties are free to make a contract …” „… 4 5 have generally avoided subjecting the freedom of contract to good faith in order to avoid any …”

Article 162 Loss attributable to creditor S. 684-686

„… contract, elements such as equitable contractual allocation of risks and the purpose of the contract are to …” „… , at the time the contract was concluded, foreseen a loss of the same nature as the loss that in fact …” „… 2B) are not generally foreseeable in consumer contracts (B2C), eg loss of production, loss of profit …”

Article 14 Communication of judgments applying this Regulation S. 118-119

„… particular on the level of acceptance of the Common European Sales Law, the extent to which its provisions …” „… Sales Law. 2. By … [5 years after the date of application of this Regulation], the Commission shall …” „… scope in relation to business-to-business contracts, market and technological developments in respect of …”

Article 158 Customer’s right to decline performance S. 670-672

„… service contracts. C. Explanation Paragraph 1 stipulates the time frame and the manner of the notice …” „… tolerate this intervention. The scope of the price reduction may be determined in the B2B contracts more …” „… other provisions referring to damages for breach of contract,1 it constitutes the basis for a claim for …”

Article 157 Remedies of the service provider S. 669-670

„… of the article – stating the scope of application of the article: to related service contracts (art 2 …” „… requirements customer’s reliance on a lack of conformity with the contract. It stipulates two requirements …” „… , p 269. Article 157 Common European Sales Law (P) 632 Zoll/Watson 3 4 5 6 1 The structure of the CESL …”

Article 33 Rejection of offer S. 228-229

„… contract Article 33 Terryn 191 8 1 2 3 4 lows from art 10(3), as rejection is a notice in the sense of that …” „… on offer and acceptance for the conclusion of contracts. Art 30(2) determines that agreement is …” „… IV. Consequence of the revocation of an irrevocable offer As under the CISG, the CESL (P) provision …”

Article 11 Computation of time S. 154-157

„… . Moreover, parties making use of the CESL (P) may stipulate a particular deadline in their contract. For …” „… Common European Sales Law (P) 118 Schulte-Nölke 1 2 3 II. Start and end of period expressed in days …” „… equivalent of a statement. Article 12 Common European Sales Law (P) 120 Schulte-Nölke 11 12 …”

List of Cases S. 34-38

„… Sales Law THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, Having regard to the Treaty on …” „… difficulty in finding out the provisions of a foreign contract law among the top barriers in …” „… consumers due to limited access to goods. Different national contract laws therefore deter the exercise of …”

Article 175 Compensation for expenditure S. 747-751

„… the ground for avoidance or termination of the contract or was aware of it (cf art 174[1][a] and [b …” „… inner structure of art 174(2) is also not free from doubt. The obligation to pay interest under art …” „… 174(2)(a) superficially matches the obligation to pay for use of goods under art 174(1). But the two …”

Article 150 Performance by a third party S. 659

„… conclusion of the contract, the service provider must provide the customer with an invoice which explains, in …” „… provider must not only prevent the occurrence of the damage etc during the performance of the related …” „… service itself but also ensure that the damage etc does not occur as a consequence of the related service …”

doi.org/10.5771/9783845265469

Stefan Kroll, Loukas Mistelis, Pilar Perales Viscasillas - UN Convention on Contracts for the International Sale of Goods (CISG)

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Stefan Kroll (ed.), Loukas Mistelis (ed.), Pilar Perales Viscasillas (ed.)

UN Convention on Contracts for the International Sale of Goods (CISG)

Series: Kooperationswerke Beck - Hart – Nomos

Volume 2011

Results in this title

Andrea K. Bjorklund Articles 25–29 S. 333-390

„… Concept of Fundamental Breach under the United Nations Convention on Contracts for the International Sale …” „… of Goods, Review of the Convention on Contracts for the International Sale of Goods (CISG) (1998) 177 …” „… Convention on Contracts for the International Sale of Goods, p. 91; Reiley, International Sales Contracts …”

Loukas Mistelis No title S. 21-38

„… contracts of sale of goods between parties whose places of business are in different States: (a) when the …” „… on Contracts for the International Sale of Goods (Article 1), 46 Netherlands International Law Review …” „… Vienna Sales Convention (1995); Ferrari, What Sources of Law for Contracts for the International Sale of …”

Stefan Kroll, Loukas Mistelis, Pilar Perales Viscasillas Introduction to the CISG S. 1-18

„… international sales contract. Its more than 70 Contracting States3 comprise countries from all regions of the …” „… institutions of the contract of sale while achieving a uniform regime that provides a common understanding to …” „… , fair and culturally-neutral international regime for sales contracts. The increasing importance of …”

Loukas Mistelis, Anjanette Raymond No title S. 53-61

„… .................................................................................... 5 1. Contracts for the sale of goods to be manufactured or produced ......... 5 a) Substantial test …” „… presumably apply in the case of the CISG.2 Article 3(2) excludes mixed contracts with a sales element which …” „… Commentary 1. Contracts for the sale of goods to be manufactured or produced Art. 3 makes clear that the …”

Pilar Perales Viscasillas Articles 11–13 S. 184-206

„… Viscasillas Article 11 A contract of sale need not be concluded in or evidenced by writing and is not subject …” „… Gerichtshof (Austria) 29 June 1999, CISG-Online 483 (Pace): The avoidance of a sales contract under the CISG 1 …” „… United Nations Convention on Contracts for the International Sale of Goods (1980) as Uniform Sales Law …”

Milena Djordjević No title S. 62-88

„… ThisConventiongovernsonly the formationof the contract of sale and the rights and obligations of the seller and the buyer …” „… ) Formation of sales contract .................................................................... 7 b) Rights …” „… involved are of the type covered by the CISG, whether the sales elements of the contract prevail over other …”

Pilar Perales Viscasillas No title S. 154-173

„… on Contracts for the International Sale of Goods (1998); Pamboukis, The Concept and Function of …” „… international sale of goods contracts. At the same time Art. 9(2) considers the binding force of the practices …” „… : International Sales: The United Nations Convention on Contracts for the International Sale of Goods (1984), pp …”

Hiroo Sono Articles 85–88 S. 1152-1188

„… , Damages Under the Convention on Contracts for the International Sale of Goods (2005) p. 124; Saidov, The …” „… “imposes on the seller obligation foreign to the contract of sale” and that the right to reimbursement of …” „… expenses incurred “do not have their origin in the contract of sale but rather in law.”35 Moreover, when …”

Burghard Piltz Articles 31–34 S. 408-483

„… at any other particular place, his obligation to deliver consists: (a) if the contract of sale …” „… of no relevance for Art. 31. In particular, if the contract of sale involves carriage of the goods …” „… to perform other duties resulting from the contract of sale, in particular the duty to transfer the …”

Franco Ferrari Articles 14–24 S. 216-332

„… Contracts for the International Sale of Goods and the Uniform Commercial Code: Pitfalls for the Unwary, 6 …” „… ; Schultz, Rolling Contract Formation under the UN Convention on Contracts for the International Sale of …” „… UN Convention on Contracts for the International Sale of Goods, 35 Cornell International Law Journal …”

Johnny Herre . Final Provisions Articles 89–101 S. 1189-1222

„… depository of the ULIS (Uniform Law on the Formation of Contracts for the International Sale of Goods) and …” „… international sale contracts. The 1955 Convention has been ratified by nine states. Eight of these states also …” „… Nations Conference on Contracts for the International Sale of Goods and will remain open for signature by …”

John Gotanda Articles 74–78 S. 990-1041

„… Nations Convention of Contracts for the International Sale of Goods (CISG), 25 Journal of Law and Commerce …” „… , Damages under the Convention on Contracts for the International Sale of Goods (2005), p. 2005. See also …” „… Secretariat Commentary provides the following additional example: 38 The contract provided for the sale of 100 …”

Frank Spohnheimer No title S. 39-52

„… the nature of the contract12. Although the nature of the sales contract is not of relevance for the …” „… Convention’s sphere of application de facto to commercial sales contracts.13 a) Goods bought for personal use …” „… of the contract.17 Therefore, the Convention will apply to all sales that are intended for …”

Loukas Mistelis, John Ribeiro No title S. 89-98

„… _____________________________________________________________________________________ 1 Schlechtriem, Uniform Sales Law – The UN-Convention on Contracts for the International Sale of …” „… ; Winship, Changing Contract Practices in the Light of the United Nations Sales Convention: A Guide for …” „… ; Schlechtriem, Uniform Sales Law – The UN- Convention on Contracts for the International Sale of Goods (1986) p …”

Yesim M. Atamer No title S. 1054-1097

„… Sale of Goods and the Principles of European Contract Law: A Comparative Analysis, 13 Pace …” „… Convention on Contracts for the International Sale of Goods (1984), Ch. 5 (Pace); Pichonnaz, Impossibilité et …” „… Majeure and Hardship in International Sales Contracts, 39 Victoria University of Wellington Law Review …”

Stefan Kroll Articles 35–44 S. 487-680

„… the United Nations Convention on Contracts for the International Sale of Goods (1980) as Uniform Sales …” „… the 1980 UN Convention on Contracts for the International Sale of Goods: a uniform concept? (2004 …” „… , Conformity of theGoods under theUNConvention onContracts for the International SaleofGoods …”

John Gotanda No title S. 1042-1053

„… the U.N. Convention on Contracts for the International Sale of Goods, 2 Vindobona Journal of …” „… Contracts for the International Sale of Goods: An Approach Based on General Principles, 6 Minnesota Journal …” „… UN-Convention on Contracts for the International Sale of Goods (1986), pp. 99 seq. 3 4 Art. 78 Part III. Ch. V …”

Ivo Bach Articles 50–52 S. 748-796

„… the Convention in Contracts for the International Sale of Goods (CISG) (2003–2004) 53 (67 et seq.) 29 …” „… Art. 82(2)(c) CISG, Review of the Convention in Contracts for the International Sale of Goods (CISG …” „… ascertained from, the terms of the sales contract. The second concerns itself with connectability: whether the …”

Titelei/Inhaltsverzeichnis

„… Kröll/Mistelis/Perales Viscasillas (eds) UN Convention on Contracts for the International Sale of …” „… Goods (CISG) Erstversand UN Convention on Contracts for the International Sale of Goods (CISG) edited …” „… the United Nations Convention on Contracts for the International Sales of Goods (“Vienna Convention …”

Bibliography S. 1223-1234

„… Territorial Scope of the Vienna Convention on Contracts for the International Sale of Goods (Article 1), 46 …” „… Contracts for the International Sale of Goods, Review of the Convention on Contracts for the International …” „… Convention, Pace Review of the Convention on Contracts for the International Sale of Goods (1999–2000) 245 …”

Anjanette Raymond Articles 68–69 S. 900-908

„… carriage. Nevertheless, if at the time of the conclusion of the contract of sale the seller knew or ought …” „… Schlechtriem, Uniform Sales Law – The UN-Convention on Contracts for the International Sales of Goods (1986 …” „… sale of fishmeal, where the contract was concluded some 12 days after the goods were loaded on board …”

Burghard Piltz No title S. 391-407

„… of a contract of sale of goods. It serves as an introduction to Chapter II “Obligations of the seller …” „… Arts 45 et seq. Typical and characteristic of a contract of sale of goods governed by the CISG is the …” „… – the seller is also obliged to deliver the goods subject to the contract of sale. The obligation to …”

Pilar Perales Viscasillas No title S. 111-141

„… Convention on Contracts for the International Sale of Goods. Issues not expressly settled by the Convention …” „… the 25th anniversary of the United Nations Convention on Contracts for the International Sale of Goods …” „… Interpretation of the United Nations Convention on Contracts for the International Sale of Goods (1980) as …”

Loukas Mistelis No title S. 99-110

„… autonomy in respect of the content of sales contracts. In other words, it “affirms and preserves the …” „… 6 provides that parties to a sales contract may expressly or impliedly derogate from some or all2 of …” „… Contracts for the International Sales of Goods (1984, 1999), at 1–33 with reference to the Comments by the …”

Frank Spohnheimer Index S. 1235-1256

„… . – sales of vessels 2 37 et seq. – service contracts 3 15 et seq. see also service contracts – software 3 …” „… conclusion of the sales contract pre 14 1, 23 1 et seq. – see also acceptance – agency 1 45 – applicable law …” „… conclusion of the sales contract – framework contract 1 28 – see also instalment contract – of sale see sales …”

Michal Bridge Articles 81–84 S. 1108-1149

„… . TheWorking Group on the International Sale of Goods1 considered a proposal that, where the contract has been …” „… end to other related obligations in the contract of sale that are predicated upon the buyer retaining …” „… (Pace). 10 Similarly, avoidance of the contract of sale has been held to prevent a seller from drawing …”

Djakhongir Saidov Articles 71–73 S. 916-989

„… position of uncertainty about its ability to meet the delivery deadline in its sub-sale contract.36 The …” „… UN-Convention on Contracts for the International Sale of Goods (1986), p. 95 (“the different formulations do not …” „… ), International Sales: The United Nations Convention on Contracts for the International Sale of Goods (1984), pp …”

John Erauw Articles 66–67 S. 878-899

„… : Flechtner/Brand/Walter, Drafting Contracts (2007), p. 383; Flambouras, Transfer of Risk in the Contract of Sale involving …” „… accordance with the contract of sale, the risk passes at the time and place determined by the Convention. 1 …” „… thesis (1997) (Pace) and Flambouras, Transfer of Risk in the Contract of Sale involving Carriage of Goods …”

Petra Butler, Arjun Harindranath Articles 54–59 S. 803-848

„… Steps to Pay the Price:Article 54of theUnitedNationsConventiononContracts for the International Sale …” „… Nations Convention on Contracts for the International Sale of Goods, Journal of Law and Commerce (2005-06 …” „… the Price: Article 54 of the United Nations Convention on Contracts for the International Sale of …”

Djakhongir Saidov Introduction to Articles 71–73 S. 912-915

„… Articles 64, 72 and 73 of the United Nations Convention on Contracts for the International Sale of Goods …” „… the due date for the performance of the contract by one party, the other party has grounds to suspect …” „… also contains rules on avoidance, in the context of instalment contracts, where an actual breach has …”

Garry F. Bell Articles 61–65 S. 854-877

„… legal systems adopt a concept of fault or negligence, even though in the case of the contract of sale …” „… UN-Convention on Contracts for the International Sale of Goods (1986) p. 75. See Arts 61–64, 66–68 and 70 ULIS …” „… such a period of grace and applies to the contract of sale, even though the more specific Art. 1654 …”

Stefan Kroll Introduction Remarks to Articles 35–44 S. 484-486

„… ConventiononContracts for the International Sale ofGoods (1984), p. 6-1; see also thePEL-Sales and the DCFR(IV.A.–4:301 …” „… address one of the central questions for any regime of sales law: what are the requirements the seller has …” „… breach of contract and gives rise to the normal remedies in Art. 45. The second group of Articles, Arts …”

Loukas Mistelis Preamble S. 19-20

„… the adoption of uniform rules which govern contracts for the international sale of goods and take into …” „… : The Preamble introduces the 101 articles of the Convention on Contracts for the International Sale of …” „… . _____________________________________________________________________________________ 3 Schlechtriem, Uniform Sales Law – The UN Convention on Contracts for the International Sale of …”

Alberto I. Zuppi No title S. 142-153

„… standards in the contract of the sale of coke provided a reduction of price if the delivered coke does not …” „… applicable legal rules for contracts of sale.” 11 Art. 5. 3 ULF: “An indication that the offer is firm or …” „… A.L.R. 387. 18 Art. 4: “This Convention governs only the formation of the contract of sale and the …”

Peter Huber Articles 45–49 S. 681-747

„… respect of similar contracts of sale not governed by the CISG. For more detail cf. supra comments to Art …” „… relatively rare in practice; if they do occur, it will usually involve a contract for the sale of specific …” „… Section III Remedies for breach of contract by the seller Article 45 (1) If the seller fails to perform …”

Stavros Brekoulakis No title S. 174-183

„… Records 1980 United Nations Conference on Contracts for the International Sale of Goods, Analysis of …” „… Interpretation of the United Nations Convention on Contracts for the International Sale of Goods (1980) as …” „… place of business is that which has the closest relationship to the contract and its performance, having …”

Hiroo Sono Introduction Remarks to Articles 85–88 S. 1150-1151

„… avoid the contract or to require delivery of substitute goods because of non-conformity, the buyer is …” „… provides the possibility of selling off the goods and returning the proceeds of sale to the other party …” „… the proceeds of sale, an amount equal to the reasonable expenses of preservation (Art. 88(3)). The …”

Petra Butler, Arjun Harindranath No title S. 797-802

„… . 53 affirms the duty to pay the purchase price, generally stipulated in the sales of goods contract.8 …” „… pay the price for the goods and take delivery of them as required by the contract and this Convention …” „… buyer. The interplay between Art. 53 and the parallel provision of Art. 30 stipulate the contract’s …”

John Erauw No title S. 909-911

„… seller has committed a fundamental breach of contract, articles 67, 68 and 69donot impair the remedies …” „… available to thebuyeronaccountof thebreach. Bibliography: Bridge, The Transfer of Risk under the UN Sales …” „… fundamental breach of contract. In general, this means the buyer is entitled to pursue the following remedies …”

Petra Butler/Arjun Harindranath No title S. 849-853

„… , therefore, will often be the buyer). § 433(2) of the German BGB stipulates for a contract for the sale of …” „… of the contract. The delineation of the duty to take delivery, especially the duty to participate …” „… determinative in cases of a contract involving the carriage of goods (Art. 31(a)) and travelling goods.4 The …”

Yesim M. Atamer No title S. 1098-1107

„… UnitedNations Convention onContracts for the International Sale of Goods (1980) as Uniform Sales Law (2007), p …” „… para. 2; Zeller, Damages under the Convention on Contracts for the International Sale of Goods (2009 …” „… international sale contract to suspend the performance of his obligations’); Arbitral Award, Handelskammer …”

Garry F. Bell Introduction to Articles 61–65 S. 854

„… Introduction to Articles 61–65 This section on the remedies available to the seller for breach of contract by …” „… – “Obligations of the Seller”. Art. 61 Section III. Remedies for breach of contract by the buyer Article 61 (1 …” „… ) If the buyer fails to perform any of his obligations under the contract or this Convention, the …”

Franco Ferrari Introduction Remarks to Articles 14–24 S. 207-215

„… the various sets of rules relating to “Formation of the Contract” and “Sale of Goods” still shines …” „… Part II. Formation of the Contract pre Arts 14–24 Franco Ferrari 207 PART II FORMATIONOF THE …” „… CONTRACT Part II. Formation of the Contract Part II. Formation of the Contract pre Arts 14–24 Franco …”

doi.org/10.5771/9783845266398

Loïc Cadiet, Burkhard Hess, Marta Requejo Isidro - Approaches to Procedural Law

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Loïc Cadiet (ed.), Burkhard Hess (ed.), Marta Requejo Isidro (ed.)

Approaches to Procedural Law

Series: Studies of the Max Planck Institute Luxembourg for International, European and Regulatory Procedural Law

Volume 9 2017

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Beata Fröhlich I. The Theory and Practice of Precedent in Convention on Contracts for the International Sale of Goods S. 451-476

„… Contracts for the International Sale of Goods Arbitral precedent is a source of law in the transnational …” „… in Convention on Contracts for the International Sale of Goods 457 referring to each others …” „… must become familiar with the terms of the Convention on Contracts for the International Sale of Goods …”

Index S. 547-552

„… Inter‐ national Sale of Goods 453 ff., 454. Criminal proceedings 21, 22, 23, 26, 27, 31, 35, 191 …” „… Index Acceleration of civil trial proceedings / ac‐ celerate civil trial proceedings / accelera …” „… ‐ tion of civil justice 12, 221 f., 227, 239. Access to the Courts 544. – access to court 85, 407 …”

Ana Isabel Blanco García III. Financial Consumer Redress by ADR and ODR. New European Approaches S. 415-440

„… features and the rights and obligations arising from the contract, as well as the inclusion of unfair terms …” „… modify the Law 1/2000, of 7 January, on Civil Procedure by adding the existence of unfair contract terms …” „… consumer protection mechanisms. In addition, the growing complexity of banking contracts and products has …”

Titelei/Inhaltsverzeichnis S. 1-12

„… Arbitration and ADR/ODR 451 The Theory and Practice of Precedent in Convention on Contracts for the …” „… International Sale of Goods I. 453 Beata Fröhlich When Forward-Looking Aspect of Precedent Justifies Immediate …” „… The Pluralism of Methods Approaches to Procedural Law Loïc Cadiet/Burkhard Hess/Marta Requejo …”

Edilson Vitorelli I. Collective Due Process of Law: Reconciling Representation and Participation S. 343-390

„… organization in society, such as voting and contracts, be‐ cause “the distinguishing characteristic of …” „… Collective Redress Collective Due Process of Law: Reconciling Representation and Participation …” „… Edilson Vitorelli* The Matter The purpose of this study is to provide a justification for the restriction …”

doi.org/10.5771/9783845285122

Tapiwa Shumba - Harmonising Regional Trade Law in the Southern African Development Community (SADC)

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Tapiwa Shumba

Harmonising Regional Trade Law in the Southern African Development Community (SADC)

Series: Recht und Verfassung in Afrika - Law and Constitution in Africa

Volume 27 2015

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The United Nations Convention on Contracts for the International Sale of Goods (CISG) S. 138-193

„… Contracts for the International Sale of Goods (CISG) Introduction The United Nations Commission on …” „… international trade laws of which the United Nations Convention on Contracts for the International Sale of Goods …” „… of European Contract Law, the Common European Sales Law, the OHADA Uniform Acts and many more. It has …”

The Common European Sales Law (CESL) S. 248-295

„… nor consumers are obliged to conclude a contract on the basis of the Common European Sales Law.76 …” „… contracts will also fall within the scope of the new rules. This means that the Common European Sales Law …” „… the Common European Sales Law is used.”82 The Common European Sales Law covers issues of contract law …”

Bibliography S. 330-359

„… Truth: Seeing the Convention on Contracts for the International Sale of Goods as an Obstacle to a …” „… the Adoption of the United Nations Convention on Contracts for the International Sale of Goods (CISG …” „… “Drafting Considerations under the 1980 United Nations Convention on Contracts for the International Sale of …”

Harmonisation of laws S. 48-89

„… the same year, efforts to create a law applicable to the formation of international sales contracts …” „… two drafts; the Uniform Law on the Formation of Contracts for the International Sale of Goods (ULFIS …” „… ”, though. A number of countries used the instruments “as models for new sales and contract laws, and the …”

A Common SADC sales law S. 296-329

„… Convention on Contracts for the International Sale of Goods (CISG), the Organisation on the Harmonisation of …” „… Convention on Contracts for the International Sale of Goods (4th edition 2012) 1, 4 and I Schwenzer (ed …” „… to the 1980 United Nations Convention on Contracts for the International Sale of Goods (4th edition …”

Legal harmonisation within the current legal, institutional and operational framework of SADC S. 90-137

„… pertaining to their sales contract.112 Where traders transact in circumstances of legal uncertainty, the …” „… more. If the law dealing with the key aspects of a sales contract is uncertain and unpredictable, there …” „… United Nations Convention on Contracts for the International Sale of Goods (1980) and the Eastern and …”

International trade in a new globalised economic order S. 20-47

„… , agenda item 88, docs.A/ 6396, Add. 1 and 2. Lando describes the existing diversity of contract laws in …” „… within the Union. See O Lando “The Principles of European Contract Law and the Lex Mercatoria” in J …” „… predictability with clear rules that will allow the swift and inexpensive conclusion of contracts, whilst …”

Titelei/Inhaltsverzeichnis S. 1-19

„… THE LAW OF SALE IN SADC 139 The United Nations Convention on Contracts for the International Sale of …” „… social Welfare CISG UN Convention on Contracts for the International Sale of Goods (1980) DRC Democratic …” „… the Formation of Contracts for the International Sale of Goods ULIS Uniform Law on the International …”

The Organisation for the Harmonisation of Business Laws in Africa (OHADA) S. 194-247

„… Convention on Contracts for the International Sale of Goods and the Role of UNCITRAL” (2008) 13 Uniform Law …” „… obligations of the parties, the consequences for breach of contract and the general effects of the sale …” „… agreement itself. It therefore deals with contracts of sale of goods between merchants and, hence, excludes …”

doi.org/10.5771/9783845261218

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OER Osteuropa Recht

Browse Volumes: OER Osteuropa Recht

OER Volume 60 (2014) Issue 2 ISSN Online: 2366-6730

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Wojciech J. Kocot The Juridical Nature of Distribution (Network) Contracts from the Polish Perspective S. 143-163

„… contract of sale. The obligation to purchase products for further resale with the transfer of property is …” „… contract of sale, distribution is not a one-shot transaction and lasts for a certain period. The crucial …” „… of the UN 1980 Vienna Convention on Contracts for the International Sale of Goods (the CISG came …”

Marlena Pecyna The Russian and Polish Concept of the Law of Services – A Comparative Review and Some Remarks de lege ferenda S. 171-180

„… processing47 (which is based on the regulation of the sales contract in some aspects), and on construction …” „… contract. Under the Polish Civil Code the legal provisions concerning the law of obligations are found in …” „… 100 types and subtypes.11 The system of special obligations (types of contracts) in the Russian Civil …”

Liudmyla Savanets Legal Regulations of Liability in Construction Contracts in Ukraine S. 207-230

„… this type of contract from other examples of civillaw contracts, in particular sales contract, service …” „… Convention on Contracts for the International Sale of Goods (1.04.1980)69 considers reimbursement as one of …” „… Liudmyla Savanets Legal Regulations of Liability in Construction Contracts in Ukraine I …”

doi.org/10.5771/0030-6444-2014-2

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