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International Contracts

Módulo: 1 ACTIVIDAD: 10

Activity objective:
To know the parts involved in the elaboration of an international sales contract.
Activity description:
The student will make an international sales contract.
Activity requirements:
As a preparation for Part 2 of the activity you need to bring the following information:
● CISG (Convention on International Sales of Goods)

Instructions:

1. Look for a basic format for a contract of sale of goods

2. Analyze each part and include the clauses recommended in the topic
 3. Analyze each clause noting the implications in the event of
non-compliance according to the CISG.
Article 38:
The buyer must examine or have the goods examined in the shortest time possible
under the circumstances.
2) If the contract involves the transport of the goods, the examination may be
postponed until they have reached their destination.
3) If the buyer changes the destination of the goods in transit or reships them without
having had a reasonable opportunity to examine them and if at the time of the
conclusion of the contract the seller was or should have been aware of the possibility
of such a change of destination or re-expedition, the examination may be postponed
until the goods have reached their new destination.
Article 45:
If the seller fails to perform any of its obligations under the contract or this
Convention, the buyer may:
a) exercise the rights established in articles 46 to 52;
b) demand compensation for damages in accordance with the articles 74 to 77.
2) The buyer will not lose the right to demand compensation for damages even if he
exercises any other action according to his right.
3) When the buyer brings an action for breach of contract, the judge or arbitrator may
not grant the seller any grace period.
Article 46:
The buyer may require the seller to comply with its obligations, unless it has
exercised a right or action incompatible with that requirement.
2) If the goods are not in conformity with the contract, the buyer may demand the
delivery of other goods in substitution of those only if the lack of conformity
constitutes a fundamental breach of the contract and the request for the substitution
of the goods is formulated when making the communication. - notification referred to
in article 39 or within a reasonable time thereafter.
3) If the goods do not conform to the contract, the buyer may require the seller to
repair the goods to remedy the non-conformity, unless this is not reasonable having
regard to all the circumstances. The request to have the goods repaired must be
made when making the communication referred to in article 39 or within a
reasonable period of time thereafter.
Article 62:
The seller may require the buyer to pay the price, to receive the goods or to comply
with other obligations incumbent on him, unless the seller has exercised a right or
action incompatible with that requirement.
Article 71:
Either party may defer performance of its obligations if, after the conclusion of the
contract, it becomes clear that the other party will not perform a substantial part of its
obligations due to:
a) a serious impairment of its ability to comply or its solvency, or
b) his behavior in preparing to perform or in performing the contract.
 2) The seller, if he has already shipped the goods before the reasons referred to in
the preceding paragraph become evident, may oppose the goods being placed in the
possession of the buyer, even when the latter is the holder of a document that allows
him to get them. This paragraph concerns only the respective rights of the buyer and
the seller in the goods.
3) The party that defers the fulfillment of what is incumbent on it, before or after the
shipment of the goods, must immediately notify the other party and must proceed to
the fulfillment if that other party gives sufficient assurances that it will fulfill its
obligations. .
Article 72:
If before the date of fulfillment it is clear that one of the parties will incur in a
fundamental breach of the contract, the other party may declare it resolved.
2) If there is time for it, the party that intends to declare the contract terminated must
notify the other party reasonably in advance so that the latter can give sufficient
assurance that it will fulfill its obligations.
3) The requirements of the preceding paragraph will not apply if the other party has
declared that it will not fulfill its obligations.
Article 73:
1) In contracts that stipulate successive deliveries of goods, if the breach by one of
the parties of any of its obligations related to any of the deliveries constitutes a
fundamental breach of the contract in relation to that delivery, the other party may
declare the contract resolved. contract with respect to that delivery.
4. Present your comments
In this activity I was able to learn more about international contracts and the format
used for them, specifically in terms of buying and selling goods.
The clauses in case of breach of the sales contract are very important, as mentioned
in each of them, they serve to clarify the faults and breaches by any of the parties
and show the process of how to proceed to terminate the contract or demand the
missing. I consider this regulation and clauses to be very useful so that the
processes of international goods sales are clearer and more concrete.

Referencias:
Organización de las Naciones Unidas. (2010, febrero). Convención de las Naciones
Unidas sobre los Contratos de Compraventa Internacional de Mercaderías.
UNCITRAL. Recuperado 25 de septiembre de 2022, de
https://uncitral.un.org/sites/uncitral.un.org/files/media-documents/uncitral/es/v105700
0-cisg-s.pdf