【正文】 2023) Which developed country hasn39。 ? (3) Opting out(退出 ) ? Article 6 The parties may exclude the application of this Convention or, subject to article 12, derogate from or vary the effect of any of its provisions. ? 雙方當事人可以不適用本公約，或在第十二條的條件下，減損本公約的任何規(guī)定或改變其效力。 ? 4) Sales of stocks, shares investment securities， Negotiable instruments（可流通票據(jù)） or money。 (f) of electricity. 第二條 本公約不適用于以下的銷售： (a) 購供私人、家人或家庭使用的貨物的銷售，除非賣方在訂立合同前任何時候或訂立合同時不知道而且沒有理由知道這些貨物是購供任何這種使用； (b) 經(jīng)由拍賣的銷售； (c) 根據(jù)法律執(zhí)行令狀或其它令狀的銷售； (d) 公債、股票、投資證券、流通票據(jù)或貨幣的銷售； (e) 船舶、船只、氣墊船或飛機的銷售； (f) 電力的銷售。 and ? 3) it must match the terms of the offer exactly and unequivocally. ? (3) Time of Acceptance ? Article 21 ? (1) A late acceptance is nevertheless effective as an acceptance if without delay the offeror orally so informs （告知） the offeree or dispatches a notice to that effect. ? （ 逾期接受仍有接受的效力，如果發(fā)價人毫不遲延地用口頭或書面將此種意見通知被發(fā)價人。 ? 2)If T kept silent after received the acceptance from L。但是，買方保留本公約所規(guī)定的要求損害賠償?shù)娜魏螜?quán)利。 ? Article 42 ? (1) The seller must deliver goods which are free from any right or claim of a third party based on industrial property or other intellectual property, of which at the time of the conclusion of the contract the seller knew or could not have been unaware, provided that the right or claim is based on industrial property or other intellectual property: ? 賣方所交付的貨物，必須是第三方不能根據(jù)工業(yè)產(chǎn)權(quán)或其它知識產(chǎn)權(quán)主張任何權(quán)利或要求的貨物，但以賣方在訂立合同時已知道或不可能不知道的權(quán)利或要求為限， 而且這種權(quán)利或要求根據(jù)以下國家的法律規(guī)定 是以工業(yè)產(chǎn)權(quán)或其它知識產(chǎn)權(quán)為基礎(chǔ)的： ? (a) under the law of the State where the goods will be resold or otherwise used, if it was contemplated by the parties at the time of the conclusion of the contract that the goods would be resold or otherwise used in that State。 3. Exemptions of Liability免責 ? Article 79 ? (1) A party is not liable for a failure to perform any of his obligations if he proves that the failure was due to an impediment beyond his control and that he could not reasonably be expected to have taken the impediment into account at the time of the conclusion of the contract or to have avoided or overe it or its consequences. ? 當事人對不履行義務(wù)，不負責任，如果他能證明此種不履行義務(wù)，是由于某種 非他所能控制的障礙 ，而且對于這種障礙， 沒有理由預期他在訂立合同時能考慮到或能 避免或克服它或它的后果 。 Legally, to void or cancel (avoidance) 10. installment Any one part of a payment IV. Remedies for Breach of Contract Breach of Contract ? If one party fails to perform his obligations, he is guilty of Breach of Contract ? CISG provides for legal remedies ? Three basic categories of remedy: 1. Specific Performance 2. Substitution 3. End the Contract ? The remedy is determined by the seriousness of the breach Fundamental Breach of Contract ? Fundamental Breach –the most serious kind: 1. One party has breached the contract 2. The determination is made based on the result of the breach, not the actual failure 3. The result must be serious enough to substantially deprive the other party of what was expected 4. Violating party。 ? 2) The impediment could not have been reasonably taken into account by the defaulting party at the conclusion of the contract。 ? First, the seller is only liable if the third party’ s right or claim is one of which at the time of the conclusion of the contract the seller knew or could not have been unaware. ? Second, the seller is only liable if the third party’ right or claim is based on the law of the state designated by Article 41(1) (a) or (b). ? Third, the seller is not liable if the third party’ s right or claim is one of which the buyer knew or could not have been unaware when the contract was concluded, or if the right or claim arose from the seller’ s pliance with technical requirements that the buyer itself supplied to the seller. ? (5) Time for Examine Goods and Notice of Defect 2. Buyer’ s Obligations ? (1) Payment of the Price ? 1) Payment in general. ? Article 54 ? The buyer’ s obligation to pay the price includes taking such steps and plying with such formalities as may be required under the contract or any laws and regulations to enable payment to be made. ? 買方支付價款的義務(wù)包括根據(jù)合同或任何有關(guān)法律和規(guī)章規(guī)定的步驟和手續(xù)，以便支付價款。 （ 貨物適用于同一規(guī)格貨物通常使用的目的； ? (b) are fit for any particular purpose expressly or impliedly （隱含的） 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 him to rely, on the seller’ s skill and judgement。 ? 如果銷售合同涉及到貨物的運輸，賣方應把貨物移交給第一承運人，以運交給買方； ? ② If in case not within the preceding subparagraph, the contract relates to specific goods, or unidentified goods to be drawn from a specific stock or to be manufactured or produced, and at the time of the conclusion of the contract the parties knew that the goods were at, or were to be manufactured or produced at, a particular place, the seller is obliged to place the goods at the buyer’ s disposal at that place. ? 在不屬于上款規(guī)定的情況下，如果合同指的是特定貨物或從特定存貨中提取的或尚待制造或生產(chǎn)的未經(jīng)特定化的貨物，而雙方當事人在訂立合同時已知道這些貨物是在某一特定地點，或?qū)⒃谀骋惶囟ǖ攸c制造或生產(chǎn)，賣方應在該地點把貨物交給買方處置； ? ③ In cases which do not fall into the above two situations, the place of delivery is the place where the seller had his place of business at the time of the conclusion of the contract. ? 在其它情況下，賣方應在他于訂立合同時的營業(yè)地把貨物交給買方處置。 ? (4) Withdrawal of Acceptance ? Article 22 ? An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have bee effective. ? （ 接受得予撤回，如果撤回通知于接受原應生效之前或同時，送達發(fā)價人。 ? 2) their quantity or determinable quantity。 ? 6) Sale of electricity. Example: consumer goods ? Facts: seller – television retailer in France。 (b) the effec