Contracts for the International Sale of Goods

Franco Ferrari is a professor of law at New York University School of Law, where he also directs the Center for Transnational Litigation and Commercial Law. After serving as a member of the Italian Delegation to various sessions of the United Nations Commission on International Trade Law (UNICITRAL), he served as Legal Officer to the International Trade Law Branch of the United Nations Office of Legal Affairs. He has published more than 200 law review articles in various languages and 12 books in the areas of international commercial law, conflict of laws, comparative law and international commercial arbitration. Prof. Ferrari also serves as an international arbitrator.

• I. Introduction1. Historical Remarks2. The Need for a Uniform Application of the CISG as Justification for this Paper3. The Scope of the Present PaperII. The Internationality of Sales Contracts under CISG1. Comparing the CISG and the Hague Conventions2. The Internationality of Sales Contracts under the Hague Conventions3. The Internationality of Contracts under the CISG4. The “Place of Business” under CISG5. Multiple Places of Business6. Location of the Place of Business and the Knowledge of ItIII. The CISG’s Criteria of Applicability (1(1)(a) and 1(1)(b))1. The CISG’s “Direct” Application pursuant to Article 1(1)(a)2. The CISG’s “Indirect” Application by Virtue of the Rules of Private International Law - Article 1(1)(b)3. The Impact of the Article 95 Reservation on the CISG’s Applicability4. The Application of the CISG by Arbitral TribunalsIV. The Convention’s Substantive Sphere of Application1. The Sales Contract2. Other Contracts Governed by the CISG3. Contracts for the Sale of Made-to-Order Goods and Services4. Contracts for the Sale of Labor and Services5. The International Sale of “Goods”V. Exclusions from the CISG’s Sphere of Application pursuant to Article 21. General Remarks2. Exclusions of Consumer Contracts: The Definition of Consumer Contracts3. The Recognizable Purpose of the Purchase of Goods and the Burden of Proof4. Exclusions of Sales based upon the Nature of the Goods Sold: Negotiable Instruments and Money5. The Exclusions of Ships, Vessels, Hovercraft, Aircraft and Electricity (Article 2(e) and (f))VI. Sphere of Application and Party Autonomy1. General Remarks2. Implied Exclusion of the CISG and Choice of the Applicable Law3. Exclusion of the CISG by virtue of Standard Contract Forms and Choice of Forum4. Implicit Exclusion of the CISG and Pleadings on the Sole Basis of Domestic Law5. Express Exclusion of the CISG6. Applicability of the CISG and Opting InVII. The Examination and Notification in Case of Non-Conformity of the Goods1. Introduction2. The “Lack of Conformity”: Article 35(1) CISG3. The “Lack of Conformity”: Article 35(2) and (3) CISG4. The Discovery of the Defect (Article 38 CISG)5. The Time Requirements of a Proper Notice under Article 39 CISG6. Substantive and Form Requirements of a Proper Notice under Article 39(1) CISG and the Cut-off Period under Article 39(2) CISG7. The Mitigation of the Consequences of an Improper Notice (Articles 40 and 44 CISG)VIII. The Issue of the Rate of Interest on Sums in Arrears1. The Issue of Interest Rates in General2. Interest Rates and Gap-Filling3. The Rate of Interest in Scholarly Writing4. The Issue of the Rates of Interest in Case Law5. The Determination of the Rate of Interest on the Basis of Domestic LawIX. Conclusion