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- CISG Sphere of Application (Art. 1): Applies to international contracts between parties from different states, either directly (Art. 1(1)(a) for contracting states) or indirectly (Art. 1(1)(b) if Private International Law rules point to a contracting state's law).
- UNIDROIT Principles (PICC): Offers general rules for international commercial contracts. Applied when parties agree, or refer to "general principles of law." PICC can interpret/supplement international uniform law (like CISG) and domestic law, and serves as a model for legal drafters.
- Interpretation and Gap-filling (Art. 7 CISG):
- Internal Gaps (Art. 7(2)): For matters governed but not expressly settled by CISG (e.g., interest rates), gaps are filled by general principles (extracted from CISG or soft law like PICC).
- Key principles include good faith, duty to cooperate, party autonomy, full compensation, and pacta sunt servanda.
- If internal gap-filling fails, domestic law (via PIL rules or choice of law) applies.
- External Gaps: Legal issues outside CISG's scope (e.g., property transfer, contract validity). Resolved by domestic law through PIL or agreed law.
- Contract Formation: Requires a valid offer (Art. 14 CISG) and acceptance (Art. 18 CISG), signifying intention to be legally bound.
- Standard Contract Terms: CISG lacks specific rules. Gap-filling uses Art. 7(2) and Art. 8. Terms must be in negotiation language, written, supplied timely, non-surprising (PICC 2.1.20), and not conflict with negotiated terms (PICC 2.1.21).
- Conformity of Goods (Art. 35, 36 CISG): Goods must meet express terms (Art. 35(1) - quantity, quality, description, packaging) and implied terms (Art. 35(2) - fit for purpose, sample, adequate packaging). Buyer bears the burden of proving nonconformity.
- Buyer's Duties: Obligation to examine goods promptly (Art. 38 CISG) and notify the seller precisely of any nonconformity (Art. 39 CISG) within a reasonable time, with a two-year absolute limit. Non-compliance results in loss of remedies.
- Termination of Contract: Permitted for fundamental breach (Art. 25 CISG) or non-delivery after an additional period (Art. 49(1) CISG). A fundamental breach significantly deprives a party of their expected benefit. Avoidance releases obligations and may require restitution (Art. 81 CISG).
- Other Seller Obligations & Incoterms: Includes delivery duties (Art. 31-33 CISG), often regulated by Incoterms for time, place, and risk. CISG does not cover transfer of property; this is an external gap addressed by domestic PIL.