INTERNATIONAL SALE OF GOODS

Hear I discus enlighten of Convention relating to a Uniform Law on the International Sale

of Goods (The Hague, 1964)

Convention relating to a Uniform Law on the Formation of Contracts for the International Sale of Goods (The Hague, 1964 )

The United Nations Convention on Contracts for the International Sale of Goods (1980)

Convention on Agency in the International Sale of Goods (Geneva, 1983)

Meaning of International Sale Contracts

Meaning of International Sale Contracts: According to Uniform law on the Formation of contracts for the international sale of goods, the International Sale Contracts are the contracts of
sale of goods, entered into by parties whose place of business are in the territories of different states, in each of the following cases: a)

Where the offer or the reply relates to goods which are in the course of carriage or will be carried from the territories of on the state to the
territories of another;

b)

Where the acts constituting the offer and the acceptance are effected
in the territories of different states;

c)

Where delivery the of goods is to be made in the territories of different states other than that within whose territory the acts constituting the offer and the acceptance are effected

Uniform Law on the Formation of Contracts for the International Sale of Goods ,1964

Desiring to establish a uniform law on the international sale of goods, Have resolved to conclude a convention to this effect and have agreed upon the following provisions:

Article 1 1. The present Law shall apply to contracts of sale of goods entered into by parties whose places of business are in the territories of different States, in each of the following cases: (a) where the contract involves the sale of goods which are at the time of the conclusion of the contract in the course of carriage or will be carried from the territory of one State to the territory of another; (b) where the acts constituting the offer and the acceptance have been effected in the territories of different States; (c) where delivery of the goods is to be made in the territory of a State other than that within whose territory the acts constituting the offer and the acceptance have been effected. Article 2 1. Rules of private international law shall be excluded for the purposes of the application of the present Law, subject to any provision to the contrary in the said Law. Article 3 The parties to a contract of sale shall be free to exclude the application thereto of the present Law either entirely or partially. Such exclusion may be express or implied. Article 4 The present Law shall also apply where it has been chosen as the law of the contract by the parties, whether or not their places of business or their habitual residences are in different States and whether or not such States are Parties to the Convention dated the 1st day of July 1964 relating to a Uniform Law on the International Sale of Goods, to the extent that it does not affect the application of any mandatory provisions of law which would have been applicable if the parties had not chosen the Uniform Law. Article 5 1. The present Law shall not apply to sales: (a) of stocks, shares, investment securities, negotiable instruments or money; (b) of any ship, vessel or aircraft, which is or will be subject to registration; (c)of electricity; (d) by authority of law or on execution or distress. 2. The present Law shall not affect the application of any mandatory provision of national law for the protection of a party to a contract which contemplates the purchase of goods by that party by payment of the price by instalments. Article 6 Contracts for the supply of goods to be manufactured or produced shall be considered to be sales within the meaning of the present Law, unless the party who orders the goods undertakes to supply an essential and substantial part of the materials necessary for such manufacture or production. Article 7 The present Law shall apply to sales regardless of the commercial or civil character of the parties or of the contracts.

Article 8 The present Law shall govern only the obligations of the seller and the buyer arising from a contract of sale. In particular, the present Law shall not, except as otherwise expressly provided therein, be concerned with the formation of the contract, nor with the effect which the contract may have on the property in the goods sold, nor with the validity of the contract or of any of its provisions or of any usage.

Types of Commercial Contracts

There are two main types of commercial financing contracts: 1) Commercial advance payment and 2) interim payment. Commercial advance payment contracts call for a percentage of the work under contract to be paid up front before any work starts. Balances are due in interim payments or immediately upon the completion of the job. Interim payments are financing payments made over time, or in installments, rather than paid in advance or on delivery.

1. Definite Quantity Contracts

The definite quantity contract provides for delivery of a definite quantity of certain supplies or services over a fixed period of time. Regular deliveries are scheduled at designated locations upon order, such as hanger and cleaning supplies to cleaners and hotels or frozen meat patties to restaurants.

2.Firm Fixed-Price Contracts

A firm fixed-price contract means that the price of products, goods or services cannot be changed or adjusted due to a change in the costs of servicing the contract. The contractor takes all of the risk of full costs and the resulting profit or loss.

Fixed-Price Contracts
A fixed-price contract is an adjustable instrument that has a ceiling rate (as high as it goes) or a target price based on equitable adjustment (maximum profitability) between the contracting parties. The revision of the price of the contract depends on circumstances that are decided by the parties and defined in the contract.

Time and Materials Contracts

A time and materials contract is a contract that takes into account acquisition of supplies or services on the basis of direct labor hours at fixed hourly rates, and the cost of materials, including the cost of materials handling. Any contract that involves material goods and supplies is covered under UCC (Uniform Commercial Code) law,

except for real estate contracts. However, real estate contracts may have UCC applications, particularly if the sale of equipment and/or personal property is involved.

Commercial Real Estate Contracts

Commercial real estate contract deals encompass both purchases and leases of property between two business entities, or an individual and a business entity. By law, real estate contracts must be in writing, so any verbal deals between parties that pertain to real estate cannot be upheld in court. One example is when a limited liability company is formed for the purpose of purchasing and developing a business enterprise, such as a gas station, a chain of grocery stores, or to develop a new neighborhood subdivision. Another example is a lease agreement contract between parties for a fixed period of time (usually five to 20 years), for the purpose of conducting a certain type of business on that property. Most times, these types of contracts are governed by zoning laws that authorize only certain types of business can be conducted in certain areas. Some of these contracts cover

Convention relating to a Uniform Law on the Formation of Contracts for the International Sale of Goods (The Hague, 1964 )
SPHERE OF APPLICATION OF THE LAW : . The present Law shall apply to contracts of sale of goods entered into by parties whose places of business are in the territories of different States, in each of the following cases: (a) where the contract involves the sale of goods which are at the time of the conclusion of the contract in the course of carriage or will be carried from the territory of one State to the territory of another; (b) where the acts constituting the offer and the acceptance have been effected in the territories of different States; (c) where delivery of the goods is to be made in the territory of a State other than that within whose territory the acts constituting the offer and the acceptance have been effected. Where a party to the contract does not have a place of business, reference shall be made to his habitual residence. The application of the present Law shall not depend on the nationality of the parties. For the purpose of determining whether the parties have their places of business or habitual residences in "different States", any two or more States shall not be considered to be "different States" if a valid declaration to that effect made under Article II of the Convention dated the 1st day of July 1964 relating to a Uniform Law on the International Sale of Goods is in force in respect of them. . Rules of private international law shall be excluded for the purposes of the application of the present Law, subject to any provision to the contrary in the said Law. The parties to a contract of sale shall be free to exclude the application thereto of the present Law either entirely or partially. Such exclusion may be express or implied.

GENERAL PROVISIONS : Article 9 1. The parties shall be bound by any usage which they have expressly or impliedly made applicable to their contract and by any practices which they have established between themselves. 2. They shall also be bound by usages which reasonable persons in the same situation as the parties usually consider to be applicable to their contract. In the event of conflict with the present Law, the usages shall prevail unless otherwise agreed by the parties. Article 10 For the purposes of the present Law, a breach of contract shall be regarded as fundamental wherever the party in breach knew, or ought to have known, at the time of the conclusion of the contract, that a reasonable person in the same situation as the other party would not have entered into the contract if he had foreseen the breach and its effects. Article 11 Where under the present Law an act is required to be performed "promptly", it shall be performed within as short a period as possible, in the circumstances, from the moment when the act could reasonably be performed. Article 12 For the purposes of the present Law, the expression "current price" means a price based upon an official market quotation, or, in the absence of such a quotation, upon those factors which, according to the usage of the market, serve to determine the price. Article 13 For the purposes of the present Law, the expression "a party knew or ought to have known", or any similar expression, refers to what should have been known to a reasonable person in the same situation. Article 14 Communications provided for by the present Law shall be made by the means usual in the circumstances. Article 15 A contract of sale need not be evidenced by writing and shall not be subject to any other requirements as to form. In particular, it may be proved by means of witnesses. Article 16 Where under the provisions of the present Law one party to a contract of sale is entitled to require performance of any obligation by the other party, a court shall not be bound to enter or enforce a judgment providing for specific performance except in accordance with the provisions of Article VII of the Convention dated the 1st day of July 1964 relating to a Uniform Law on the International Sale of Goods. Article 17

Questions concerning matters governed by the present Law which are not expressly settled therein shall be settled in conformity with the general principles on which the present Law is based.

OBLIGATIONS OF THE SELLER: The seller shall effect delivery of the goods, hand over any documents relating thereto and transfer the property in the goods, as required by the contract and the present Law.

Delivery of the goods :

1. Delivery consists in the handing over of goods which conform with the contract. 2. Where the contract of sale involves carriage of the goods and no other place for delivery has been agreed upon, delivery shall be effected by handing over the goods to the carrier for transmission to the buyer. 3. Where the goods handed over to the carrier are not clearly appropriated to performance of the contract by being marked with an address or by some other means, the seller shall, in addition to handing over the goods, send to the buyer notice of the consignment and, if necessary, some document specifying the goods.

Obligations of the seller as regards the date and place of delivery

A. DATE OF DELIVERY: Where the parties have agreed upon a date for delivery or where such date is fixed by usage, the seller shall, without the need for any other formality, be bound to deliver the goods at that date, provided that the date thus fixed is determined or determinable by the calendar or is fixed in relation to a definite event, the date of which can be ascertained by the parties. Where by agreement of the parties or by usage delivery shall be effected within a certain period (such as a particular month or season), the seller may fix the precise date of delivery, unless the circumstances indicate that the fixing of the date was reserved to the buyer Where the date of delivery has not been determined in accordance with the provisions of Articles 20 or 21, the seller shall be bound to deliver the goods within a reasonable time after the conclusion of the contract, regard being had to the nature of the goods and to the circumstances

B. PLACE OF DELIVERY

1. Where the contract of sale does not involve carriage of the goods, the seller shall deliver the goods at the place where he carried on business at the time of the conclusion of the contract, or, in the absence of a place of business, at his habitual residence. 2. If the sale relates to specific goods and the parties knew that the goods were at a certain place at the time of the conclusion of the contract, the seller shall deliver the goods at that place. The same rule shall apply if the goods sold are unascertained goods to be taken from a specified stock or if they are to be manufactured or produced at a place known to the parties at the time of the conclusion of the contract

C. REMEDIES FOR THE SELLER'S FAILURE TO PERFORM HIS OBLIGATIONS AS REGARDS THE DATE AND PLACE OF DELIVERY 1. Where the seller fails to perform his obligations as regards the date or the place of delivery, the buyer may, as provided in Articles 25 to 32: (a) require performance of the contract by the seller; (b) declare the contract avoided. 2. The buyer may also claim damages as provided in Article 82 or in Articles 84 to 87. 3. In no case shall the seller be entitled to apply to a court or arbitral tribunal to grant him a period of grace.

(a) Remedies as regards the date of delivery:

Where the failure to deliver the goods at the date fixed amounts to a fundamental breach of the contract, the buyer may either require performance by the seller or declare the contract avoided. He shall inform the seller of his decision within a reasonable time, otherwise the contract shall be ipso facto avoided. Where the buyer has chosen performance of the contract and does not obtain it within a reasonable time, he may declare the contract avoided.

(b)

Remedies as regards the place of delivery :

. Where failure to deliver the goods at the place fixed amounts to a fundamental breach of the contract, and failure to deliver the goods at the date fixed would also amount to a fundamental breach, the buyer may either require performance of the contract by the seller or declare the contract avoided. The buyer shall inform the seller of his decision within a reasonable time; otherwise the contract shall be ipso facto avoided. sIf the seller requests the buyer to make known his decision under paragraph 1 of this Article and the buyer does not comply promptly, the contract shall be ipso facto avoided.

The United Nations Convention on Contracts for the International Sale of Goods (1980)

The United Nations Convention on Contracts for the International Sale of Goods (the CISG) is one of the documents produced through the diplomatic efforts of the United Nations Commission on International Trade Law (UNCITRAL). The CISG attempts to bridge the gap between the different legal systems of the world, mainly between the civil law (French and German sub-traditions) and the common law (English and American subtraditions), by creating a uniform law for the international sale of goods (preamble of the CISG). The CISG governs the formation of the contract of sale as well as the rights and obligations of the buyer and seller (including their remedies). It came into force on 1 January 1988 for those countries that were then parties to it.

This Convention does not apply to sales:

(a) of goods bought for personal, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use; (b) by auction; (c) on execution or otherwise by authority of law; (d) of stocks, shares, investment securities, negotiable instruments or money; (e) of ships, vessels, hovercraft or aircraft; (f) of electricity.

Contracts of International Sale of Goods

Contracts for the international sale of goods, the International Sale Contracts are the contracts of sale of goods, entered into by parties whose place of business are in the territories of different states, in each of the following cases:

a)

Where the offer or the reply relates to goods which are in the course of carriage or will be carried from the territories of on the state to the
territories of another;

b)

Where the acts constituting the offer and the acceptance are effected
in the territories of different states;

c)Where delivery the of goods is to be made in the territories of different states other than that within whose territory the acts constituting the offer and the acceptance are effected The Formation of the Contract(STEP FOR NEGOTIATIONS IN INTERNATIONAL SALE CONTRACTS)
Article 14 defines what constitutes an offer and suggests that a price is required for an offer to be valid and therefore seems to require an agreement on a price for a contract to be valid. This is very different from what would be the case under s. 8 of the Sale of Goods Act applicable in Singapore which states that where the price is not determined, the buyer must pay a reasonable price. Article 14 however may not be the final word on the matter as article 55 of the CISG states that when, somehow, a contract is validly formed without expressly or implicitly fix[ing] or mak[ing] provision for determining the price, the price would be the price generally charged for such goods. This has been an area of continuing debate and buyers and sellers would be well advised to fix the price or a way of determining the price in their contract to avoid what appear to be some inconsistencies in the CISG about the possibility of having a valid contract without a price being determined or determinable

Sphere of Application: This Convention applies to contracts of sale of goods between parties whose places of business are in different States:when the States are Contracting States; orwhen the rules of private international law lead to the application of the law of a Contracting State. The fact that the parties have their places of business in different States is to be disregarded whenever this fact does not appear either from the contract or from any dealings between, or from information disclosed by, the parties at any time before or at the conclusion of the contract. Neither the nationality of the parties nor the civil or commercial character of the parties or of the contract is to be taken into consideration in determining the application of this Convention.

Article 7 (1) In the interpretation of this Convention, regard is to be had to its international character and to the need to promote uniformity in its application and the observance of good faith in international trade. Article 8 (1) For the purpose of this Convention statements made by and other conduct of a party are to be interpreted according to his intent where the other party knew or could not have been unaware what that intent was. (2) If the preceding paragraph is not applicable, statements made by and other conduct of a party are to be interpreted according to the understanding that a reasonable person of the same kind as the other party would have had in the same circumstances Article 9 (1) The parties are bound by any usage to which they have agreed and by any practices which they have established between themselves. (2) The parties are considered, unless otherwise agreed, to have impliedly made applicable to their contract or its formation a usage of which the parties knew or ought to have known and which in international trade is widely known to, and regularly observed by, parties to contracts of the type involved in the particular trade concerned. Article 10 For the purposes of this Convention: if a party has more than one place of business, the place of business is that which has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of the contract;if a party does not have a place of business, reference is to be made to his habitual residence. Article 11 A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses. Article 12 Any provision of article 11, article 29 or Part II of this Convention that allows a contract of sale or its modifications or termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing does not apply where any party has his place of business in a Contracting State which has made a declaration under article 96 of this Convention. The parties may not derogate from or vary the effect of this article.

Article 13 For the purposes of this Convention "writing" includes telegram and telex.

FORMATION OF THE CONTTRACT PROPOSAL OR OFFER OR INVITATION: A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance. A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price. A proposal other than one addressed to one or more specific persons is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making the proposal. REVOCATION:

An offer becomes effective when it reaches the offeree. An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer. Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance. However, an offer cannot be revoked: if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable; or if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer. An offer, even if it is irrevocable, is terminated when a rejection reaches the offeror. ACCEPTANCE : A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance. An acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acceptance is not effective if the indication of assent does not reach the offeror within the time he has fixed or, if no time is

fixed, within a reasonable time, due account being taken of the circumstances of the transaction, including the rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediately unless the circumstances indicate otherwise . ACCEPTANCE BY ACTION However, if, by virtue of the offer or as a result of practices which the parties have established between themselves or of usage, the offeree may indicate assent by performing an act, such as one relating to the dispatch of the goods or payment of the price, without notice to the offeror, the acceptance is effective at the moment the act is performed, provided that the act is performed within the period of time laid down in the preceding paragraph.

COUNTER OFFER A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-offer. However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, objects orally to the discrepancy or dispatches a notice to that effect. If he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance.Additional or different terms relating, among other things, to the price, payment, quality and quantity of the goods, place and time of delivery, extent of one party's liability to the other or the settlement of disputes are considered to alter the terms of the offer materially. TIME OF ACCEPTANCE ( A period of time for acceptance fixed by the offeror in a telegram or a letter begins to run from the moment the telegram is handed in for dispatch or from the date shown on the letter or, if no such date is shown, from the date shown on the envelope. A period of time for acceptance fixed by the offeror by telephone, telex or other means of instantaneous communication, begins to run from the moment that the offer reaches the offeree. Official holidays or non-business days occurring during the period for acceptance are included in calculating the period. However, if a notice of acceptance cannot be delivered at the address of the offeror on the last day of the period because that day falls on an official holiday or a non-business day at the place of business of the offeror, the period is extended until the first business day which follows.

WITHDRAWAL OF ACCEPTANCE

An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective.

CONCLUSION OF CONTRACT A contract is concluded at the moment when an acceptance of an offer becomes effective in accordance with the provisions of this Convention.

OBLIGATIONS OF THE SELLER

a) DELIVERY OF GOODS AND HANDING OVER OF DOCUMENTS :

If the seller is not bound to deliver the goods at any other particular place, his obligation to deliver consists: if the contract of sale involves carriage of the goods in handing the goods over to the first carrier for transmission to the buyer; if, in cases not within the preceding subparagraph, the contract relates to specific goods, or unidentified goods to be drawn from a specific stock or to be manufactured or produced, and at the time of the conclusion of the contract the parties knew that the goods were at, or were to be manufactured or produced at, a particular place in placing the goods at the buyer's disposal at that place;in other cases in placing the goods at the buyer's disposal at the place where the seller had his place of business at the time of the conclusion of the contract.
b) CONFORMITY OF THE GOOD AND THIRD PARTY CIAIMS: )

The seller must deliver goods which are of the quantity, quality and description required by the contract and which are contained or packaged in the manner required by the contract.Except where the parties have agreed otherwise, the goods do not conform with the contract unless they are fit for the purpose for which goods of the same description would ordinarily be used;are fit for any particular purpose expressly or impliedly made known to the seller at the time of the conclusion of the contract, except where the circumstances show that the buyer did not rely, or that it was unreasonable for him to rely, on the seller's skill and judgement;
c) DELIVERY TO THARD PARTY:

The seller must deliver goods which are free from any right or claim of a third party based on industrial property or other intellectual property, of which at the time of the conclusion of the contract the seller knew or could not have been unaware, provided that the right or claim is based on industrial property or other intellectual property: under the law of the State where the goods will be resold or otherwise used, if it was contemplated by the parties at the time of the conclusion of

the contract that the goods would be resold or otherwise used in that State; or in any other case, under the law of the State where the buyer has his place of business. . OBLIGATION OF THE BUYER : The buyer may declare the contract avoided if the failure by the seller to perform any of his obligations under the contract or this Convention amounts to a fundamental breach of contract; or in case of non-delivery, if the seller does not deliver the goods within the additional period of time fixed by the buyer in accordance with paragraph (1) of article 47 or declares that he will not deliver within the period so fixed.However, in cases where the seller has delivered the goods, the buyer loses the right to declare the contract avoided unless he does so in respect of late delivery, within a reasonable time after he has become aware that delivery has been made in respect of any breach other than late delivery, within a reasonable time after he knew or ought to have known of the breach after the expiration of any additional period of time fixed by the buyer in accordance with paragraph (1) of article 47, or after the seller has declared that he will not perform his obligations within such an additional period; or after the expiration of any additional period of time indicated by the seller in accordance with paragraph (2) of article 48, or after the buyer has declared that he will not accept performance.

PAYMENT OF THE PRICE The buyer's obligation to pay the price includes taking such steps and complying with such formalities as may be required under the contract or any laws and regulations to enable payment to be made.Where a contract has been validly concluded but does not expressly or implicitly fix or make provision for determining the price, the parties are considered, in the absence of any indication to the contrary, to have impliedly made reference to the price generally charged at the time of the conclusion of the contract for such goods sold under comparable circumstances in the trade REMEDIES FOR BREACH OF CONTRACT BY THE SELLER(BUYERS REMEDIES): The buyer may require performance by the seller of his obligations unless the buyer has resorted to a remedy which is inconsistent with this requirement. If the goods do not conform with the contract, the buyer may require delivery of substitute goods only if the lack of conformity constitutes a fundamental breach of contract and a request for substitute goods is made either in conjunction with notice given under article 39 or within a reasonable time thereafter. If the goods do not conform with the contract, the buyer may require the seller to remedy the lack of conformity by repair, unless this is unreasonable having regard to all the circumstances. A request for repair must be made either in conjunction with notice given under article 39 or within a reasonable time thereafter. The buyer may fix an additional period of time of reasonable length for performance by the seller of his obligations.

Unless the buyer has received notice from the seller that he will not perform within the period so fixed, the buyer may not, during that period, resort to any remedy for breach of contract. However, the buyer is not deprived thereby of any right he may have to claim damages for delay in performance.Subject to article 49, the seller may, even after the date for delivery, remedy at his own expense any failure to perform his obligations, if he can do so without unreasonable delay and without causing the buyer unreasonable inconvenience or uncertainty of reimbursement by the seller of expenses advanced by the buyer. However, the buyer retains any right to claim damages as provided for in this Convention. If the seller requests the buyer to make known whether he will accept performance and the buyer does not comply with the request within a reasonable time, the seller may perform within the time indicated in his request. The buyer may not, during that period of time, resort to any remedy which is inconsistent with performance by the seller.

RIGHTS OF THE BUYER: The buyer may require performance by the seller of his obligations unless the buyer has resorted to a remedy which is inconsistent with this requirement. If the goods do not conform with the contract, the buyer may require delivery of substitute goods only if the lack of conformity constitutes a fundamental breach of contract and a request for substitute goods is made either in conjunction with notice given under article 39 or within a reasonable time thereafter. If the goods do not conform with the contract, the buyer may require the seller to remedy the lack of conformity by repair, unless this is unreasonable having regard to all the circumstances. A request for repair must be made either in conjunction with notice given under article 39 or within a reasonable time thereafter. The buyer may fix an additional period of time of reasonable length for performance by the seller of his obligations.

DAMAGES:
Damages for breach of contract by one party consist of a sum equal to the loss, including loss of profit, suffered by the other party as a consequence of the breach. Such damages may not exceed the loss which the party in breach foresaw or ought to have foreseen at the time of the conclusion of the contract, in the light of the facts and matters of which he then knew or ought to have known, as a possible consequence of the breach of contract.If the contract is avoided and if, in a reasonable manner and within a reasonable time after avoidance, the buyer has bought goods in replacement or the seller has resold the goods, the party claiming damages may recover the difference between the contract price and the price in the substitute transaction as well as any further damages recoverable under article 74.

REMEDIES FOR BREACH OF CONTRACT BY THE BUYER ( SELLERS REMEDIES): If the buyer fails to perform any of his obligations under the contract or this Convention, the seller may exercise the rights provided in articles 62 to 65;

The seller is not deprived of any right he may have to claim damages by exercising his right to other remedies. No period of grace may be granted to the buyer by a court or arbitral tribunal when the seller resorts to a remedy for breach of contract.The seller may require the buyer to pay the price, take delivery or perform his other obligations, unless the seller has resorted to a remedy which is inconsistent with this requirement. The seller may fix an additional period of time of reasonable length for performance by the buyer of his obligations.Unless the seller has received notice from the buyer that he will not perform within the period so fixed, the seller may not, during that period, resort to any remedy for breach of contract. However, the seller is not deprived thereby of any right he may have to claim damages for delay in performance.

RIGHTS OF THE The seller may require the buyer to pay the price, take delivery or perform his other obligations, unless the seller has resorted to a remedy which is inconsistent with this requirement. The seller may fix an additional period of time of reasonable length for performance by the buyer of his obligations. Unless the seller has received notice from the buyer that he will not perform within the period so fixed, the seller may not, during that period, resort to any remedy for breach of contract. However, the seller is not deprived thereby of any right he may have to claim damages for delay in performance. The seller may declare the contract avoided: if the failure by the buyer to perform any of his obligations under the contract or this Convention amounts to a fundamental breach of contract; or if the buyer does not, within the additional period of time fixed by the seller in accordance with paragraph (1) of article 63, perform his obligation to pay the price or take delivery of the goods, or if he declares that he will not do so within the period so fixed.

However, in cases where the buyer has paid the price, the seller loses the right to declare the contract avoided unless he does so:in respect of late performance by the buyer, before the seller has become aware that performance has been rendered; or in respect of any breach other than late performance by the buyer, within a reasonable time:after the seller knew or ought to have known of the breach; or after the expiration of any additional period of time fixed by the seller in accordance with paragraph (1) of article 63, or after the buyer has declared that he will not perform his obligations within such an additional period.

DAMAGES: Damages for breach of contract by one party consist of a sum equal to the loss, including loss of profit, suffered by the other party as a consequence of the breach. Such damages may not exceed the loss which the party in breach foresaw or ought to have foreseen at the time of the conclusion

of the contract, in the light of the facts and matters of which he then knew or ought to have known, as a possible consequence of the breach of contract.

If the contract is avoided and if, in a reasonable manner and within a reasonable time after avoidance, the buyer has bought goods in replacement or the seller has resold the goods, the party claiming damages may recover the difference between the contract price and the price in the substitute transaction as well as any further damages recoverable under article 74. If the contract is avoided and there is a current price for the goods, the party claiming damages may, if he has not made a purchase or resale under article 75, recover the difference between the price fixed by the contract and the current price at the time of avoidance as well as any further damages recoverable under article 74. If, however, the party claiming damages has avoided the contract after taking over the goods, the current price at the time of such taking over shall be applied instead of the current price at the time of avoidance. For the purposes of the preceding paragraph, the current price is the price prevailing at the place where delivery of the goods should have been made or, if there is no current price at that place, the price at such other place as serves as a reasonable substitute, making due allowance for differences in the cost of transporting the goods. RESTITUTION.
Where the seller is under an obligation to refund the price, he shall also be liable for the interest thereon at the rate fixed by Article 83, as from the date of payment. The buyer shall be liable to account to the seller for all benefits which he has derived from the goods or part of them, as the case may be where he is under an obligation to return the goods or part of them; or where it is impossible for him to return the goods or part of them, but the contract is nevertheless avoided.