(2)The buyer is not deprived of any right he may have to claim damages by exercising his right to other remedies. (3)No period of grace may be granted to the seller by a court or arbitral tribunal when the buyer resorts to a remedy for breach of contract. Article 46 (1)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. (2)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. (3)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. Article 47 (1)The buyer may fix an additional period of time of reasonable length for performance by the seller of his obligations. (2)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. Article 48 (1)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. (2)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. -11-
- 11 - (2) The buyer is not deprived of any right he may have to claim damages by exercising his right to other remedies. (3) No period of grace may be granted to the seller by a court or arbitral tribunal when the buyer resorts to a remedy for breach of contract. Article 46 (1) 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. (2) 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. (3) 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. Article 47 (1) The buyer may fix an additional period of time of reasonable length for performance by the seller of his obligations. (2) 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. Article 48 (1) 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. (2) 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
(3)A notice by the seller that he will perform within a specified period of time is assumed to include a request,under the preceding paragraph,that the buyer make known his decision. (4)A request or notice by the seller under paragraph(2)or(3)of this article is not effective unless received by the buyer. Article 49 (1)The buyer may declare the contract avoided:(a)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(b)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. (2)However,in cases where the seller has delivered the goods,the buyer loses the right to declare the contract avoided unless he does so:(a)in respect of late delivery,within a reasonable time after he has become aware that delivery has been made;(b)in respect of any breach other than late delivery,within a reasonable time: (i)after he knew or ought to have known of the breach; (ii)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 (iii)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 performances. Article 50 If the goods do not conform with the contract and whether or not the price has already been paid,the buyer may reduce the price in the same proportion as the value that the goods actually delivered had at the time of the delivery bears to the value that conforming goods would have had at that time.However,if the seller remedies any failure to perform his obligations in accordance with article 37 or article 48 or if the buyer refuses to accept performance by the seller in accordance with those articles,the buyer may not reduce the price. Article 51 (1)If the seller delivers only a part of the goods or if only a part of the goods delivered -12-
- 12 - (3) A notice by the seller that he will perform within a specified period of time is assumed to include a request, under the preceding paragraph, that the buyer make known his decision. (4) A request or notice by the seller under paragraph (2) or (3) of this article is not effective unless received by the buyer. Article 49 (1) The buyer may declare the contract avoided: (a) 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 (b) 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. (2) However, in cases where the seller has delivered the goods, the buyer loses the right to declare the contract avoided unless he does so: (a) in respect of late delivery, within a reasonable time after he has become aware that delivery has been made; (b) in respect of any breach other than late delivery, within a reasonable time: (i) after he knew or ought to have known of the breach; (ii) 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 (iii) 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 performances. Article 50 If the goods do not conform with the contract and whether or not the price has already been paid, the buyer may reduce the price in the same proportion as the value that the goods actually delivered had at the time of the delivery bears to the value that conforming goods would have had at that time. However, if the seller remedies any failure to perform his obligations in accordance with article 37 or article 48 or if the buyer refuses to accept performance by the seller in accordance with those articles, the buyer may not reduce the price. Article 51 (1) If the seller delivers only a part of the goods or if only a part of the goods delivered
is in conformity with the contract,articles 46 to 50 apply in respect of the part which is missing or which does not conform. (2)The buyer may declare the contract avoided in its entirety only if the failure to make delivery completely or in conformity with the contract amounts to a fundamental breach of the contract. Article 52 (1)If the seller delivers the goods before the date fixed,the buyer may take delivery or refuse to take delivery. (2)If the seller delivers a quantity of goods greater than that provided for in the contract, the buyer may take delivery or refuse to take delivery of the excess quantity.If the buyer takes delivery of all or part of the excess quantity,he must pay for it at the contract rate. (Obligations of the Buyer) Article 53 The buyer must pay the price for the goods and take delivery of them as required by the contract and this Convention. (Payment of the price) Article 54 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. Article 55 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 concerned. Article 56 If the price is fixed according to the weight of the goods,in case of doubt it is to be determined by the net weight. -13-
- 13 - is in conformity with the contract, articles 46 to 50 apply in respect of the part which is missing or which does not conform. (2) The buyer may declare the contract avoided in its entirety only if the failure to make delivery completely or in conformity with the contract amounts to a fundamental breach of the contract. Article 52 (1) If the seller delivers the goods before the date fixed, the buyer may take delivery or refuse to take delivery. (2) If the seller delivers a quantity of goods greater than that provided for in the contract, the buyer may take delivery or refuse to take delivery of the excess quantity. If the buyer takes delivery of all or part of the excess quantity, he must pay for it at the contract rate. (Obligations of the Buyer) Article 53 The buyer must pay the price for the goods and take delivery of them as required by the contract and this Convention. (Payment of the price) Article 54 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. Article 55 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 concerned. Article 56 If the price is fixed according to the weight of the goods, in case of doubt it is to be determined by the net weight
Article 57 (1)If the buyer is not bound to pay the price at any other particular place,he must pay it to the seller:(a)at the seller's place of business;or(b)if the payment is to be made against the handing over of the goods or of documents,at the place where the handing over takes place. (2)The seller must bear any increase in the expenses incidental to payment which is caused by a change in his place of business subsequent to the conclusion of the contract. Article 58 (1)If the buyer is not bound to pay the price at any other specific time he must pay it when the seller places either the goods or documents controlling their disposition at the buyer's disposal in accordance with the contract and this Convention.The seller may make such payment a condition for handing over the goods or documents. (2)If the contract involves carriage of the goods,the seller may dispatch the goods on terms whereby the goods,or documents controlling their disposition,will not be handed over to the buyer except against payment of the price. (3)The buyer is not bound to pay the price until he has had an opportunity to examine the goods,unless the procedures for delivery or payment agreed upon by the parties are inconsistent with his having such an opportunity. Article 59 The buyer must pay the price on the date fixed by or determinable from the contract and this Convention without the need for any request or compliance with any formality on the part of the seller. (Taking delivery) Article 60 The buyer's obligation to take delivery consists: (a)in doing all the acts which could reasonably be expected of him in order to enable the seller to make delivery;and (b)in taking over the goods. (Remedies for breach of contract by the buyer) -14-
- 14 - Article 57 (1) If the buyer is not bound to pay the price at any other particular place, he must pay it to the seller: (a) at the seller's place of business; or (b) if the payment is to be made against the handing over of the goods or of documents, at the place where the handing over takes place. (2) The seller must bear any increase in the expenses incidental to payment which is caused by a change in his place of business subsequent to the conclusion of the contract. Article 58 (1) If the buyer is not bound to pay the price at any other specific time he must pay it when the seller places either the goods or documents controlling their disposition at the buyer's disposal in accordance with the contract and this Convention. The seller may make such payment a condition for handing over the goods or documents. (2) If the contract involves carriage of the goods, the seller may dispatch the goods on terms whereby the goods, or documents controlling their disposition, will not be handed over to the buyer except against payment of the price. (3) The buyer is not bound to pay the price until he has had an opportunity to examine the goods, unless the procedures for delivery or payment agreed upon by the parties are inconsistent with his having such an opportunity. Article 59 The buyer must pay the price on the date fixed by or determinable from the contract and this Convention without the need for any request or compliance with any formality on the part of the seller. (Taking delivery) Article 60 The buyer's obligation to take delivery consists: (a) in doing all the acts which could reasonably be expected of him in order to enable the seller to make delivery; and (b) in taking over the goods. (Remedies for breach of contract by the buyer)
Article 61 (1)If the buyer fails to perform any of his obligations under the contract or this Convention,the seller may:(a)exercise the rights provided in articles 62 to 65;(b) claim damages as provided in articles 74 to 77. (2)The seller is not deprived of any right he may have to claim damages by exercising his right to other remedies. (3)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. Article 62 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. Article 63 (1)The seller may fix an additional period of time of reasonable length for performance by the buyer of his obligations. (2)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. Article 64 (1)The seller may declare the contract avoided: (a)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(b)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; (2)However,in cases where the buyer has paid the price,the seller loses the right to declare the contract avoided unless he does so:(a)in respect of late performance by the buyer,before the seller has become aware that performance has been rendered;or(b) in respect of any breach other than late performance by the buyer,within a reasonable time: -15-
- 15 - Article 61 (1) If the buyer fails to perform any of his obligations under the contract or this Convention, the seller may: (a) exercise the rights provided in articles 62 to 65; (b) claim damages as provided in articles 74 to 77. (2) The seller is not deprived of any right he may have to claim damages by exercising his right to other remedies. (3) 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. Article 62 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. Article 63 (1) The seller may fix an additional period of time of reasonable length for performance by the buyer of his obligations. (2) 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. Article 64 (1) The seller may declare the contract avoided: (a) 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 (b) 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; (2) However, in cases where the buyer has paid the price, the seller loses the right to declare the contract avoided unless he does so: (a) in respect of late performance by the buyer, before the seller has become aware that performance has been rendered; or (b) in respect of any breach other than late performance by the buyer, within a reasonable time: