国际商法CHAPTER 10.ppt

CHAPTER 10 SALES CHAPTER 10SALES Topics for this chapter: UN Convention on Contracts for the International Sale of Goods (CISG) Transactions Covered in CISG Contractual Issues Excluded from Coverage of CISG Interpreting CISG Interpreting Sales Contracts Formation of the Contract General Standards for Performance Seller’s Obligations The Passing of Risk Remedies Excuses for Nonperformance UN Convention on Contracts for the International Sale of Goods The CISG, adopted in 1980, incorporates rules from all the major legal systems. It provides accepted substantive rules on which contracting parties, courts, and arbitrators may rely. It has been ratified by 72 countries, but has not been ratified by Brazil, Japan, India, and the UK. Japan is expected to ratify it in 2008. Transactions Covered in CISG CISG applies to contracts for international sale of goods. The buyer and seller must have their place of business in different states. Either: Both of the states must be contracting parties to the convention, or The rules of private international law must lead to the application of the law of a contracting state. A ratifying state may declare that it will apply CISG only when the buyer and seller are both from contracting states. Opting In and Out Parties to a contract may exclude or modify CISG’s application by a choice-of-law clause. A choice-of-law clause is a contractual provision that identifies the law to be applied in the event of a dispute over the terms or the performance of the contract. Case 10-1: Asante Technologies, Inc. v. PMC-Sierra, Inc. Issue: Does the U.S. federal court have jurisdiction and does CISG apply to this contract? The court determined the parties were from different states and CISG applies to contracts between such parties. The parties did not opt out of the CISG and it was the controlling law. Sales Defined A sale is the exchange of goods for an amount of money or its equivalent. The CISG does not define sales, but various sections pr