国际商法3

B. The sphere of application of CISG
CISG applies to contracts of sale of goods between parties whose places of business are in different States when the States are Contracting States or when the rules of private international law lead to the application of the law of aContractingState.
It appears that two particular misconceptions about Incoterms are very common.First, Incoterms are frequently misunderstood as applying to the contract of carriage rather than to the contract of sale. Second, they are sometimes wrongly assuties which parties may wish to include in a contract of sale.
D. Warranties of conformity of the goods and being free from third party claims
a .Warranties[特约条款]of conformity of the goods
The seller must deliver goods which are of the quantity, quality and description required by the contract and which are contained or packaged in the manner required by the contract. The goods conform with the contract if they:
ⅠIntroduction of The Law ofInternationalSaleof Goods
A . The source of the rules governing international sale of goods
United Nations Convention on Contracts for the international sale of goods (CISG)
International Rules for the International of Trade Terms (Incoterms 2000)
Uniform Commercial Code of U.S.A
Sale of Goods Act of U.K
civil code and civil code in continental law countries.
C. Transfer of the property in the goods
As CISG is not concerned the effect which the contract may have on theproperty in the goods[商品所有权]sold, the transfer of the property in the goods is governed by domestic laws.
It should be stressed that the scope of Incoterms is limited to matters relating to the rights and obligations of the parties to the contract of sale with respect to the delivery of goods sold (in the sense of “tangibles”, not including “intangibles” such as computer software).
In any other case, the seller should deliver within a reasonable time after the conclusion of the contract.
B. Handing over documents
If the seller is bound to hand over documents relating to the goods, he must hand them over at the time and place and in the form required by the contract.
CISG does not apply to sales of the following item:
(a) goods bought for personal, family orhousehold use, unless the seller, atany time before or at the conclusion ofthe contract, neither knew nor oughtto have known that the goods werebought forany such use;
(e) ships, vessels, hovercraft or aircraft;
(f) electricity.
C. Purpose and scope of incoterms
The purpose of Incoterms is to provide a set of international rules for the interpretation of the most commonly used trade terms in foreign trade.Thus, the uncertainties of different interpretations of such terms in different countries can be avoided or at least reduced to a considerable degree.
If the seller has handed over documents before that time, he may, upto that time, cure any lack of conformity in the documents, if the exercise of this right does not cause the buyer unreasonable inconvenience or unreasonable expense. However, the buyer retains any right to claim damages .
(1)are fit for the purposes for which goods of the same description would ordinarily be used;
(2)are fit for any particular purpose expressly or impliedly made knownto 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 him to rely, on the seller’s skill and judgment;
A great number of problems which may occur in contracts for the international sale of goods are not dealt with at all, like transfer of ownership and other property rights, breaches of contract and the consequences following from such breaches as well as exemptions[免除，免税]from liability in certain situations.
ⅡObligations of the Seller
A. Delivery of the goods
a. Place of delivery
If the contract of sale involves carriage of the goods, the seller isbound to hand the goods over to the first carrier.
(b) goods sold by auction;
(c) Goods sold on execution or otherwise by authority of law;
(d) stocks, shares, investment securities, negotiable instruments or money;
In other cases, the buyer should place the goods at the buyer’s disposal at the place where the seller had his place of business at the time of the conclusion of the contract.