【正文】 heny Technologies, Inc. ? Defendant TDY entered into consignment contracts with Treibacher, then refused shipment when it found a cheaper supplier. ? Court had to interpret, under the CISG, the word consignment. Issue turned on whether that word should be interpreted according to its meaning based on the “course of dealings” or “customary usage in trade.” Court applied course of dealings and awarded $5,327,042. Pearson Education, Inc publishing as Prentice Hall 169。 2022 1025 Case 104: Filanto, SPA v. Chilewich International Corp. ? Chilewich was supplying boots to a Russian pany that were being made by Filanto. ? Chilewich made reference to an arbitration clause in the Russian Contract with Chilewich. ? Filanto failed to object to the incorporation by reference of the Russian Contract in a timely fashion. The arbitration clause bee part of the contract, requiring arbitration in Moscow. Pearson Education, Inc publishing as Prentice Hall 169。 d) are packaged in the same manner usual for such goods. Pearson Education, Inc publishing as Prentice Hall 169。 2022 1038 Buyer’s Remedies ? The buyer’s remedies are cumulative, meaning they are able to be joined or taken together. ? The remedies unique to the buyer are: 1. to pel specific performance, 2. to avoid the contract, 3. to reduce the price, 4. to refuse early delivery, and 5. to refuse excess quantities. Pearson Education, Inc publishing as Prentice Hall 169。 2022 1046 Case 107: Nuova Fucinati, SPA v. Fondmetall International, AB ? Held: Though the doctrine of mercial impracticability applied, a 43% rise in price was not sufficient to excuse performance. Pearson Education, Inc publishing as Prentice Hall 169。 2022 1042 Seller’s Remedies ? The seller’s remedies mirror those of the buyer. ? The seller’s remedies are both cumulative and immediate. ? The remedies unique to the seller are: 1. To pel specific performance, 2. To avoid the contract for a fundamental breach or failure to cure a defect, and 3. To obtain missing specifications. Pearson Education, Inc publishing as Prentice Hall 169。 2022 1034 Case 105 The Natural Gas Case ? Held: The buyer was excused from opening a letter of credit because the defendant never provided the necessary information for the letter. The breach was due to the seller’s failure to make proper arrangements to ship the gas. Pearson Education, Inc publishing as Prentice Hall 169。 2022 1029 Time for Delivery and Turning Over Documents ? Seller is to deliver goods on the date fixed in the contract. ?If no fixed date, within a reasonable time after the conclusion of the contract. ? At time and place of delivery, seller must turn over any documents relating to the goods that the contract requires. ? If documents are delivered early, seller has the right to cure any defect in the documents. Pearson Education, Inc publishing as Prentice Hall 169。 2022 1021 Acceptance ? A contract es into existence at the time the offer is accepted. ? An acceptance is a statement of conduct by the offeree indicating assent that is municated to the offeror. ? Silence does not constitute acceptance. ? Acceptance must be received within the time period specified in the offer. If no time period is given, acceptance must be received within a reasonable time. ? Acceptance is effective when received by offeror. Pearson Education, Inc publishing as Prentice Hall 169。 2022 1013 Interpreting CISG: General Principles ? CISG calls for courts to look to the general principles on which the convention is based when interpreting its provisions. ? Two of the suggested principles are: 1. A party to a contract has the duty to municate information needed by the other party, and 2. Parties have the obligation to mitigate damages resulting from a breach. Pearson Education, Inc publishing as Prentice Hall 169。 2022 105 Opting In and Out ? Parties to a contract may exclude or modify CISG’s application by a choiceoflaw clause. ? A choiceoflaw clause is a contractual provision that identifies the law to be applied in the event of a dispute over the terms or the performance of the contract. Pearson Education, Inc publishing as Prentice Hall 169。 2022 Pearson Education, Inc publishing as Prentice Hall 102 CHAPTER 10 SALES Topics for this chapter: ?UN Convention on Contracts for the International Sale of Goods (CISG) ?Transactions Covered in CISG ?Contractual Issues Excluded from Coverage of CISG ?Interpreting CISG ?Interpreting Sales