Topic 6: CISG 2
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Questions and Answers

What constitutes a fundamental breach of contract according to Article 25?

  • A breach that does not cause any detriment to the other party
  • A breach that the party in breach could foresee
  • A breach that results in substantial detriment to the other party (correct)
  • A breach that is minor in nature

    • A court is always obligated to grant specific performance of a contract under Article 28.

    False

    What is one possible remedy available to a seller if the buyer breaches the contract?

    Ask for specific performance of the obligations

    According to Article 31, the seller's obligation to deliver consists of handing over the goods to the ___ for transmission to the buyer.

    <p>first carrier</p> Signup and view all the answers

    Match the following legal concepts with their definitions:

    <p>Fundamental breach = Substantial detriment to one party Specific performance = Court-ordered fulfillment of a contract Objective dimension = Based on what an average person would foresee Delivery obligation = Handing goods over to the carrier</p> Signup and view all the answers

    In the case of a fundamental breach, which of the following is a criterion for determining if the breach is fundamental?

    <p>The foreseeability of the detrimental result</p> Signup and view all the answers

    If a seller is not bound to deliver goods at a particular place, they must always deliver at the buyer's location.

    <p>False</p> Signup and view all the answers

    What must occur if the parties do not agree on where the goods are to be handed over?

    <p>Determine the jurisdiction or competent court</p> Signup and view all the answers

    What is a fundamental requirement for termination of a contract?

    <p>Proof of a fundamental breach</p> Signup and view all the answers

    A party can always recover damages that exceed what was foreseeable at the time of the contract conclusion.

    <p>False</p> Signup and view all the answers

    What must a party do to mitigate damages resulting from a breach of contract?

    <p>Take reasonable measures to reduce the loss.</p> Signup and view all the answers

    According to article 74, damages for breach of contract can include loss of _____ as a consequence of the breach.

    <p>profit</p> Signup and view all the answers

    Match the following terms with their definitions:

    <p>Causality = Direct link between breach and damage Foreseeability = Limitations on recoverable damages Mitigation = Efforts to reduce losses from breach Termination = Ending obligations under a contract</p> Signup and view all the answers

    What happens to the parties' rights and obligations after a termination?

    <p>Both parties are freed from obligations</p> Signup and view all the answers

    Under Spanish law, there is a positive rule that dictates mitigation of damages.

    <p>False</p> Signup and view all the answers

    What limits the amount of damages a breaching party can be liable for?

    <p>Foreseeability clause.</p> Signup and view all the answers

    A party in breach of contract may claim a reduction in damages if the victim fails to mitigate their _____ resulting from the breach.

    <p>loss</p> Signup and view all the answers

    Which of the following is NOT a rule governing the calculation of compensation of damages?

    <p>Limitation of liability</p> Signup and view all the answers

    What is the maximum period for a buyer to notify a seller of defects in goods?

    <p>2 years</p> Signup and view all the answers

    The seller is responsible for ensuring that goods are free from any intellectual property claims known at the time of the contract.

    <p>True</p> Signup and view all the answers

    What are the two basic obligations of the buyer under the contract?

    <p>Payment of price and taking delivery of goods.</p> Signup and view all the answers

    Under Spanish law, if a contract does not determine the price, it is considered ___________.

    <p>null and void</p> Signup and view all the answers

    Match the following articles with their descriptions:

    <p>Article 55 = Implied reference to price Article 57 = Place of payment Article 58 = Timing of payment Article 59 = Date of payment obligation</p> Signup and view all the answers

    When must the buyer pay if no specific time is mentioned in the contract?

    <p>Upon delivery of goods or documents</p> Signup and view all the answers

    A contract becomes null and void if the price is not fixed, according to the Vienna Convention.

    <p>False</p> Signup and view all the answers

    What happens to a seller's obligation if a buyer was aware of a third party's claim at the time of the contract?

    <p>It does not extend to those cases.</p> Signup and view all the answers

    If a contract involves carriage of goods, the seller may dispatch them on terms where documents will not be handed over to the buyer except against __________.

    <p>payment of the price</p> Signup and view all the answers

    Match the seller's obligations with their implications:

    <p>Delivering goods free from claims = Ensures no third-party disputes Providing a price = Determines the contract's validity in Spanish law Handing over goods = Completes the sales transaction Compliance with specifications = Limits seller's liability regarding defects</p> Signup and view all the answers

    Which remedy allows a party to enforce the contract as originally agreed?

    <p>Specific performance</p> Signup and view all the answers

    Termination and specific performance can occur simultaneously.

    <p>False</p> Signup and view all the answers

    What is the seller's obligation concerning expenses related to changes in his place of business?

    <p>The seller must bear any increases in expenses caused by the change.</p> Signup and view all the answers

    The buyer's obligation to take delivery consists of taking over the goods and doing all acts which could reasonably be __________.

    <p>expected of him</p> Signup and view all the answers

    Under what condition is the risk transferred to the seller?

    <p>When the goods are handed to the first carrier</p> Signup and view all the answers

    Incoterms can determine jurisdiction and places of delivery if stated in the contract.

    <p>True</p> Signup and view all the answers

    What is the significance of Article 35?

    <p>It allows termination or specific performance if goods do not conform to the contract specifications.</p> Signup and view all the answers

    The seller must deliver not only the quantity but also the ______ required by the contract.

    <p>quality and description</p> Signup and view all the answers

    Match the articles to their corresponding buyer responsibilities:

    <p>Article 38 = Examine goods promptly after receipt Article 39 = Notify seller of non-conformity within a reasonable time Article 35 = Deliver goods conforming to contract specifications Article 33 = Deliver goods within a reasonable time if no date is fixed</p> Signup and view all the answers

    Which of the following must be provided by the seller as per Article 35?

    <p>Goods must be fit for ordinary use</p> Signup and view all the answers

    Buyers can lose legal remedies if they do not examine goods in a timely manner.

    <p>True</p> Signup and view all the answers

    What happens if a buyer does not notify the seller of non-conformity within a reasonable time?

    <p>The buyer loses the right to rely on the lack of conformity.</p> Signup and view all the answers

    If parties are aware of a particular place for goods at the time of contract, the exchange happens at that ______.

    <p>place</p> Signup and view all the answers

    In which situation is the seller not liable for non-conformity?

    <p>If the buyer knew of the non-conformity at the time of the contract</p> Signup and view all the answers

    A contract must always specify a delivery date for the seller to deliver on time.

    <p>False</p> Signup and view all the answers

    What kind of awareness must the buyer show upon receiving the goods?

    <p>The buyer must examine the goods within a short period.</p> Signup and view all the answers

    The seller is obligated to deliver goods of a quantity, ______, and description required by the contract.

    <p>quality</p> Signup and view all the answers

    Match the articles to their requirements:

    <p>Article 35 = Conformity of goods specifications Article 33 = Delivery within reasonable time Article 38 = Buyer examination of goods Article 39 = Notification of non-conformity</p> Signup and view all the answers

    What determines the time frame for delivery if a period is fixed by the contract?

    <p>Any time within that period</p> Signup and view all the answers

    Study Notes

    Sale of Goods: Seller and Buyer Obligations

    • Fundamental Breach: A breach is fundamental if it significantly deprives the other party of the contract's expected benefits. The convention acknowledges a subjective element, allowing for exceptions if the breaching party couldn't foresee the detriment.

    • Termination/Avoidance: A fundamental breach allows termination or avoidance (which are synonymous).

    • Specific Performance: Courts can order the breaching party to fulfill contract obligations, but this depends on domestic law.

    Seller's Obligations

    • Delivery: Seller must deliver goods and documents (Article 31). The place of delivery is crucial:
      • If carriage is involved, delivery occurs when goods transferred to the first carrier.
      • For specific goods at a known location, delivery is at that location.
      • Otherwise, delivery is at the seller's place of business.
    • Time of Delivery: If no date is set, a reasonable time after contract conclusion is required (Article 33).
    • Conformity: Goods must meet contract specifications (Article 35). This includes:
      • Fitness for ordinary use and any stated purpose.
      • Qualities matching samples or models.
      • Appropriate packaging and preservation.
    • Exemptions: Seller isn't liable for non-conformity if the buyer knew or couldn't be unaware of the defect before the contract (Article 35).
    • Third-Party Rights: Sellers must deliver goods free of third-party claims (e.g., intellectual property rights) – (Article 42) - important for rights of buyer.

    Buyer's Obligations

    • Examination: Buyers must examine goods promptly (Article 38).
    • Notice of Defects: Buyer must notify seller of defects within a reasonable time or risk losing remedies (Article 39). A 2-year time limit applies unless a contract guarantee exists.
    • Payment: Payment is due when goods or documents are placed at the buyer's disposal (Articles 55, 57, 58, 59). Specific place or time for payment must be defined in contract otherwise falls back on reasonable standards.

    Breach Remedies

    • Termination/Avoidance: Termination is available only for fundamental breaches; the contract is voided.
    • Specific Performance: Suitable if termination isn't sought.
    • Damages: Damages are available for any breach, covering lost profits and direct consequences (Article 74). Damages are restricted to foreseeable losses at the contract formation stage.
    • Mitigation The breaching party may ask for reduction of damages if the victim failed to take reasonable measures to limit their loss, (mitigation of damages, Art 77). This is not present in every jurisdiction.

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    Description

    Explore the key obligations of sellers and buyers under the Sale of Goods contract. This quiz covers fundamental breaches, termination, specific performance, and the nuances of delivery. Test your understanding of the legal framework governing these obligations.

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