ble inconvenience or unreasonable expense. However, the buyer retains any right to claim damages as provided in this Convention Section Il. Conformity of the goods and third party claims Article 3 ( 1)The seller must deliver goods which are of the quantity, quality and description required by the contract and wh ich are contained or packaged in the manner required by the contract. (2) Except where the parties have agreed otherwise, the goods do not conform with the contract unless they: (a)are fit for the purposes for which goods of the same description would ordinarily be used (b)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 hi (c)possess the qualities of goods which the seller has held out to the buyer as a sample or model; (d)are contained or packaged in the manner usual for such goods or, where there is no such manner, in a manner dequate to preserve and protect the goods. (3)The seller is not liable under subparagraphs(a) to(d) of the preced ing paragraph for any lack of conformity oft he goods if at the time of the conc lusion of the contract the buyer knew or could not have been unaware of such I k of conformity Article 36 ( 1)The seller is liable in accordance with the contract and this Convention for any lack of conformity which exists at the time when the risk passes to the buyer, even though the lack of conform ity becomes apparent only after that t Ime (2)The seller is also liable for any lack of conform ity which occurs after the time ind icated in the preceding paragr aph and which is due to a breach of any of his obligations, including a breach of any guarantee that for a period of t ime the goods will remain fit for their ordinary purpose or for some particular purpose or will retain specified quali ties or characteristics Article 37 If the seller has delivered goods before the date for delivery, he may, up to that date, deliver any missing part or ma g goods delivered or remedy any lack of conformity in the goods del ivered, prov ided that the exercise of this right does not cause the buyer unreasonable inconven ience or unreasonable expense. However, the buyer retains any rig ht to claim damages as provided for in this Convention Article 38 ( 1)The buyer must examine the goods, or cause them to be examined, within as short a period as is practicable in t (2) If the contract involves carriage of the goods, examination may be deferred until after the goods have arrived at their destination ()If the goods are red irected in transit or redispatched by the buyer without a reasonable opportunity for examinat ion by him and at the time of the conclusion of the contract the seller knew or ought to have known of the possibili ty of such redirection or redispatch, examination may be deferred until after the goods have arrived at the new dest Article 39 ( 1)The buyer loses the right to rely on a lack of conformity of the goods if he does not give notice to the seller spe cifying the nature of the lack of conformity within a reasonable time after he has discovered it or ought to have dis covered it
ble inconvenience or unreasonable expense. However, the buyer retains any right to claim damages as provided for in this Convention. Section II. Conformity of the goods and third party claims Article 35 (1) The seller must deliver goods which are of the quantity, quality and description required by the contract and wh ich are contained or packaged in the manner required by the contract. (2) Except where the parties have agreed otherwise, the goods do not conform with the contract unless they: (a) are fit for the purposes for which goods of the same description would ordinarily be used; (b) 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 hi m to rely, on the sellers skill and judgment; (c) possess the qualities of goods which the seller has held out to the buyer as a sample or model; (d) are contained or packaged in the manner usual for such goods or, where there is no such manner, in a manner a dequate to preserve and protect the goods. (3) The seller is not liable under subparagraphs (a) to (d) of the preceding paragraph for any lack of conformity of t he goods if at the time of the conclusion of the contract the buyer knew or could not have been unaware of such lac k of conformity. Article 36 (1) The seller is liable in accordance with the contract and this Convention for any lack of conformity which exists at the time when the risk passes to the buyer, even though the lack of conformity becomes apparent only after that t ime. (2) The seller is also liable for any lack of conformity which occurs after the time indicated in the preceding paragr aph and which is due to a breach of any of his obligations, including a breach of any guarantee that for a period of t ime the goods will remain fit for their ordinary purpose or for some particular purpose or will retain specified quali ties or characteristics. Article 37 If the seller has delivered goods before the date for delivery, he may, up to that date, deliver any missing part or ma ke up any deficiency in the quantity of the goods delivered, or deliver goods in replacement of any non-conformin g goods delivered or remedy any lack of conformity in the goods delivered, provided that the exercise of this right does not cause the buyer unreasonable inconvenience or unreasonable expense. However, the buyer retains any rig ht to claim damages as provided for in this Convention. Article 38 (1) The buyer must examine the goods, or cause them to be examined, within as short a period as is practicable in t he circumstances. (2) If the contract involves carriage of the goods, examination may be deferred until after the goods have arrived at their destination. (3) If the goods are redirected in transit or redispatched by the buyer without a reasonable opportunity for examinat ion by him and at the time of the conclusion of the contract the seller knew or ought to have known of the possibili ty of such redirection or redispatch, examination may be deferred until after the goods have arrived at the new dest ination. Article 39 (1) The buyer loses the right to rely on a lack of conformity of the goods if he does not give notice to the seller spe cifying the nature of the lack of conformity within a reasonable time after he has discovered it or ought to have dis covered it
(2) In any event, the buyer loses the right to rely on a lack of confor mity of the goods if he does not give the seller notice thereof at the latest within a period of two years from the date on which the goods were actually handed ove r to the buyer, unless this time-limit is inconsistent with a contractual period of guarantee Article 40 The seller is not entitled to rely on the provisions of articles 38 and 39 if the lack of conform ity relates to facts of which he knew or could not have been unaware and which he did not disclose to the buyer Article 4 The seller must deliver goods which are free from any right or claim of a third party, unless the buyer agreed to tak e the goods subject to that right or claim. However, if such right or claim is based on industr ial property or other in tellectual property, the sellers obligation is governed by article 42 Article 4 ( I)The seller must del iver goods which are free from any right or claim of a th ird party based on industrial propert y or other intellectual property, of which at the time of the conclusion of the contract the seller knew or could not h ave been unaware, provided that the right or claim is based on industrial property or other intellectual property a)under the law of the State where the goods will be resold or otherwise used, if it was contemplated by the partie s at the time of the conclusion of the contract that the goods would be resold or otherwise used in that State,or (b) in any other case, under the law of the State where the buyer has his place of business (2)The obligation of the seller under the preceding paragraph does not extend to cases where (a) at the time of the conclusion of the contract the buyer knew or could not have been unaware of the right or cla (b)the right or claim results from the sellers compliance with technical drawings, designs, formulae or other such s pecifications furnished by the buyer. Article 43 (1)The buyer loses the right to rely on the provisions of article 41 or article 42 if he does not give notice to the sell er specifying the nature of the right or claim of the third party with in a reasonable time after he has become aware or ought to have become aware of the right or claim (2)The seller is not entitled to rely on the provisions of the preced ing paragraph if he knew of the right or claim of Notwithstanding the provisions of paragraph(1)of article 39 and paragraph (1)of article 43, the buyer may reduce r his failure to give the required notice. Section Ill. Remedies for breach of contract by the seller Article 45 (1) If the seller fails to perform any of his obligations under the contract or this Convention, the buyer may (a)exercise the rights provided in articles 46 to 52: (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 remed y 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 w hich 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 lac
(2) In any event, the buyer loses the right to rely on a lack of conformity of the goods if he does not give the seller notice thereof at the latest within a period of two years from the date on which the goods were actually handed ove r to the buyer, unless this time-limit is inconsistent with a contractual period of guarantee. Article 40 The seller is not entitled to rely on the provisions of articles 38 and 39 if the lack of conformity relates to facts of which he knew or could not have been unaware and which he did not disclose to the buyer. Article 41 The seller must deliver goods which are free from any right or claim of a third party, unless the buyer agreed to tak e the goods subject to that right or claim. However, if such right or claim is based on industrial property or other in tellectual property, the sellers obligation is governed by article 42. Article 42 (1) The seller must deliver goods which are free from any right or claim of a third party based on industrial propert y or other intellectual property, of which at the time of the conclusion of the contract the seller knew or could not h ave been unaware, provided that the right or claim is based on industrial property or other intellectual property: (a) under the law of the State where the goods will be resold or otherwise used, if it was contemplated by the partie s at the time of the conclusion of the contract that the goods would be resold or otherwise used in that State; or (b) in any other case, under the law of the State where the buyer has his place of business. (2) The obligation of the seller under the preceding paragraph does not extend to cases where: (a) at the time of the conclusion of the contract the buyer knew or could not have been unaware of the right or clai m; or (b) the right or claim results from the sellers compliance with technical drawings, designs, formulae or other such s pecifications furnished by the buyer. Article 43 (1) The buyer loses the right to rely on the provisions of article 41 or article 42 if he does not give notice to the sell er specifying the nature of the right or claim of the third party within a reasonable time after he has become aware or ought to have become aware of the right or claim. (2) The seller is not entitled to rely on the provisions of the preceding paragraph if he knew of the right or claim of the third party and the nature of it. Article 44 Notwithstanding the provisions of paragraph (1) of article 39 and paragraph (1) of article 43, the buyer may reduce the price in accordance with article 50 or claim damages, except for loss of profit, if he has a reasonable excuse fo r his failure to give the required notice. Section III. Remedies for breach of contract by the seller Article 45 (1) If the seller fails to perform any of his obligations under the contract or this Convention, the buyer may: (a) exercise the rights provided in articles 46 to 52; (b) claim damages as provided in articles 74 to 77. (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 remed y 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 w hich 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 lac