Conformity of Goods and Documents The Vienna Sales Convention

1. Introduction ...

1.

I. A Brief Introduction to the CISG

II. The CISG Today and the Purpose and Scope of this Book

III. Rules on Conformity of the Goods: Underlying Considerations

IV. The Seller's Liability and the Buyer's Remedies

V. Conformity of Goods and Documents: Broader Insights into the CISG A. General B. Is the CISG a Well-Developed Sales Law? C. Developing Substantive Content Within a 'Minimalist' Structure D. Is the CISG the Best Law for International Sales? E. Defining the Boundaries of the CISG (i) General (ii) Proof (iii) Validity

2. Contractual Provisions on Conformity of the Goods

I. General

II. Pre-contractual Representations and Conduct A. Puffery and Opinions B. Public Statements C. Direct Communications Between the Parties D. Buyer's Knowledge

III. Post-contractual Statements and Conduct

IV. Description

V. Quality A. Definition B. Various Formulations of Quality Standards C. Industry or Public Law Standards D. Legislative Changes and/or Knowledge Acquired Subsequent to the Contract E. Guarantee and Durability F. Quantity and Packaging

3. Fitness for a Particular Purpose

I. Legal Nature of the Implied Rules on Conformity

II. Fitness for a Particular Purpose: General Considerations

III. Relationship with Article 35(1) CISG

IV. Defining a Particular Purpose

V. Conditions in a Specific Place A. Public Law Regulations B. Industry Standards and Standards Adopted by Private Entities and Trade Associations C. Climatic and Other Conditions

VI. Durability

VII. Making Known

VIII. Reliance on the Seller's Skill and Judgement

IX. Proof A. Burden of Proof B. Standard of Proof C. Admissibility of Evidence

4. Fitness for Ordinary Use

I. General

II. Does Article 35(2)(a) CISG Imply a Certain Level of Quality? A. Does Article 35(2)(a) CISG Require an Inquiry into the Notion of Quality? B. Different Quality Tests: The Debate

III. Ordinary use

IV. Description

V. Durability

VI. Health and Safety

VII. Instructions, Manuals and Labels

VIII. Servicing and Spare Parts

IX. Minor Defects, Appearance and Finish

X. Public Law Regulations A. Informational Asymmetry and Guidelines in New Zealand Mussels B. Imperative of a Case-by-Case Analysis C. Changes to Public Law Regulations and Other Related Changes Subsequent to the Time of Assessing Conformity D. Legal Nature of Public Law Regulations and the Reality of their Enforcement E. Is Article 35(2)(b) CISG Better Suited than Article 35(2)(a) to Deal with the Case of Public Law Regulations?

XI. Proof

5. Conformity with a Sample or Model and Packaging, Exemptions from Liability

I. Conformity with a Sample or Model A. General B. How Far is a Sample or Model Allowed to 'Speak'? C. Relationship with Contractual Provisions and Other Terms Implied under the Convention D. Public Law Regulations E. Proof

II. Packaging A. General B. Usual Manner C. 'Adequate Manner' D. Defective Packaging with Goods being Otherwise Conforming E. Proof

III. Exemptions from Liability A. Buyer's Knowledge (i) General (ii) Actual Knowledge (iii) Implied Knowledge B. Article 39 CISG C. Disclaimers

6. Third Parties' Rights or Claims in Respect of the Goods (Article 41 CISG)

I. General

II. Third Parties' Rights

III. Third Parties' Claims

IV. Relevant Time

V. Freedom of the Goods from a Third Party's Right or Claim

VI. Seller's Rights or Claims

VII. Exemptions A. Buyer's Agreement B. Buyer's Notice C. Exclusion Clause

VIII. Domestic Rules on Validity

7. Third Parties' Rights or Claims Arising from Intellectual Property (Article 42 CISG)

I. General

II. Industrial or Other Intellectual Property

III. Rights or Claims A. General B. Frivolous Claims C. Relevant Time D. Seller's Knowledge

IV. Territorial Restrictions

V. Exemptions from Liability A. Buyer's Knowledge B. Compliance with the Buyer's Specifications C. Other Exemptions

VI. Burden of Proof

VII. Concluding Observations

VIII. Freedom from Third Parties' Rights or Claims: an Aspect of 'Conformity'?

8. Conformity of Documents

I. Introduction

II. Typical Documents: An Overview A. Transport Documents B. Other Documents

III. Conformity of Documents A. Documentary and 'Physical' Obligations B. What Documents Must the Seller Deliver? C. Conformity of Documents (i) Transport Documents: Contractual Requirements (ii) Transport Documents: Contractual Silence (iii) Other Documents

IV. Quality, Quantity, Origin and Other Certificates: Conformity and Beyond A. General B. Conformity C. Finality Clause D. Certificate as Extra-contractual Documentary Evidence

V. Emerging Themes A. Is the CISG a Construction Site for Documentary Duties? B. Assessing Conformity: Face of Documents versus Extrinsic Factual Inquiry C. Attack on Party Autonomy and Legal Certainty D. Documentary Performance and the Future of the CISG

Djakhongir Saidov is Reader in Law in the Birmingham Law School, University of Birmingham.