INTRODUCTION

Under present conditions, the growth of science and technology, as well as the integration
process, have transformed the structure of the market and the manner of commercial
operations, as have communication activities between nations across the world in the sphere
of business. With significant regionalization and globalization, the trade economy is
developing and increasing. Countries must participate in regional or global economic and
trade activities rather than limiting economic and trade operations to their own borders. As
a result, the occurrence of disputes and conflicts regarding international trade between
countries is a fairly common problem nowadays, particularly when it comes to goods
quality, transparency and the agreement in the process of business cooperation between the
subject parties. In this group assignment, we will discuss more about different situation
which can be occurred between parties in international trade. Here are our group’s case:
“Nieuwenhuis Vo.f, a Dutch company from Alkmaar, supplies 1.500 kilos of Leerdammer
cheese to Brown Ltd, a company established in the UK. The English buyer pays only half
of the price, claiming that he received only half of the amount of the kilos he ordered. Since
this is utterly untrue, the Dutch seller wants to claim the remaining half of the price from
the English buyer
Question: Could the CISG be applied in this case? You are the lawyer for the English buyer.
Please write a memo and defend English buyer orally. Use the IRAC method to solve this
issue”

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 CONTEXT
1. Could the CISG be applied in this case?
According to Article 1 of CISG, this convention applies to contracts of sale of goods
between parties whose places of business are in different States or when the rules of private
international law lead to the application of the law of a contracting state. However, Article
6 of CISG provides two exclusions: total exclusion of the application of the Convention
and alteration of the validity of certain individual provisions of the Convention.
The agreed terms of the exclusion of the application of the Convention shall be set forth in
the Parties' contracts. In that case, national laws will be imposed if that State is not the
CISG’s members or State is a member of the CISG but reserves Article 1.1.b pursuant to
Article 95 of the CISG. By contrast, CISG will be applied unless the country reserves
Article 1.1.b
If there is no agreement on the application of national law, the parties may agree to apply
international commercial practices such as INCOTERMS or UCP 600 or may agree to
apply other sources of law to govern such as the UNIDROIT Code of Principles on
International Commercial Contracts 2004.
According to the question mentioned above, this case satisfies the condition indicated in
Article 1.1.a of the CISG (Nieuwehuis Vo.f from Dutch – a member of the CISG and Brown
Ltd from the UK which is not a member of the CISG). CISG shall be applied if two parties
agreed that the applicable law is the law of one of the members of the CISG which does not
reserve Article 1.1.b or if two parties did not come to terms on applicable law.
In this case, we discuss about different situations using IRAC method to which the CISG
is imposed.
2. The first scenario: Conformity: Quality is not guaranteed.
In this case, though the seller delivered sufficient quantities of cheese, not all of the cheese
is the contracted type. That's why my client paid only half the price and asking my client to
pay the rest is unreasonable because this is the seller's fault. Through the obligations of the
buyer and the stages of examining goods under Article 38.1, pursuant to Article 35.2.c of
the CISG, our client has noticed that the quality of the product is mixed. Therefore, the
goods are considered unsuitable for conformity. Moreover, my client has required the seller
to fulfill their obligations according to Article 46 and Article 47.1 and the seller has not
given any notice of non – performance of the obligation under Article 47.2. Since the seller
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did not fulfill any of their obligations arising from the contract of sale, my client may
declare the contract avoided under Article 49.1. In addition, under Article 50 of the CISG,
my client has the right to reduce the price of the goods by a pro ratio basis based on the
difference between the actual value of the goods at the time of delivery and the value of the
goods if the goods are in conformity with the contract at the time of delivery and claim for
business-related damages. However, my client has shown sympathy and goodwill in doing
business and has paid half the price of the total goods All in all, it was reasonable for my
clients to pay half of the price for this damage.
3. The second scenerio: Conformity: Packaging is not guaranteed.
The seller has breached its obligations under Article 35.2.d of the CISG because our client
discovered that the product was not delivered with the quality stated in the contract,
specifically a large number of cheeses were moldy, even melted due to the irresponsibility
of the seller in the packaging of the product. Article 35 also provides that when the seller is
not responsible for the delivery of goods contrary to the contract if the buyer knew or could
not have been unaware of the nonconformity at the time of conclusion of the contract. This
is a large order related to food that affects consumers' health and also affects our client's
business, during the negotiation with the buyer, our client agreed very clearly on the terms
of the contract, especially the one related to the preservation of the product during
transportation. Therefore, the failure of the product to be delivered as specified in the
contract can only be due to the fact that the goods were not packed in the usual way, if there
is no normal way, it must be packed in an appropriate way to protect the product. The seller
failed to comply with this and resulted in a large number of damaged products. In
consequence of the seller's claim for the remainder from our client is groundless, as this
error comes from subjective thinking leading to a serious breach of the seller's contract.
Under the provisions of Article 51.1 of the CISG, my customer may require the seller to
deliver the replacement goods and pay the remainder upon receipt of a sufficient quantity
of the qualified product. In addition, we have the right to claim damages under Article 74
due to the seller's violation affecting the reputation and business situation of my client.
Furthermore, my client was willing to pay half the contract value instead of canceling the
contract with the seller, as legal counsel for Brown Ltd. I suggest that we negotiate with the
seller to reach an agreement that can harmonize the interests of both parties. Along with
that, I request the Court to recognize the application of the CISG in this case to maintain
the integrity of the contract for the international sale of goods.

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 CONCLUSION
The disagreement over the purchase and sale of products between the Netherlands and the
United Kingdom demonstrates that when there is a controversy over international
commerce, the two parties must discuss and settle the issue and can take actions to remedy
the problem. Remove inconsistencies, disputes, and arguments over economic interests in
order to explain the parties' rights and responsibilities and assist the parties in protecting
their lawful rights and interests.

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 REFERENCES
1. United Nations Convention on Contracts for the International Sale of Goods 1980.