The buyer must give notice of any non-conformity within a reasonable time after it has discovered it (or should have discovered it). Regarding the conformity requirement, the Vienna Convention provides that the buyer should inspect the goods.
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The buyer must pay the full purchase price without the need for any request or compliance with any formality on the part of the seller (CISG Article 59). The buyer is not bound to pay the price until it has had an opportunity to examine the goods, unless the agreed procedures for delivery or payment are inconsistent with its having such an opportunity (CISG Article 58(3)). If the sales contract involves transportation of the goods, the seller may dispatch the goods on terms whereby the goods (or documents controlling their disposition) will not be handed over to the buyer except against payment of the full purchase price (CISG Article 58(2)). The seller may make such payment a condition for handing over the goods or documents (CISG Article 58(1)). Failing a specified date of payment, the buyer must pay when the seller places the goods (or documents controlling their disposition) at the buyer’s disposal. The buyer must pay the purchase price at the seller’s place of business or, if the payment is to be made against delivery of the goods or documents, at the place of such delivery (CISG Article 57(1)).
If the purchase price is based on the weight of the goods, in case of doubt it is to be determined by the net weight (CISG Article 56). If no purchase price has been established (and no clear and unequivocal parameters exist to establish the price), the purchase price is deemed impliedly to be the price generally charged at the time of the conclusion of the contract for such goods sold under comparable circumstances (CISG Article 55). It is for the buyer to take such steps and comply with such formalities as may be required to effect payment of the purchase price (CISG Article 54). If the sales contract does not include sufficient details, the Vienna Convention provides supplementary rules, as follows: The general obligations of the buyer under a sales agreement are to pay the purchase price of the goods and to accept delivery of them as required by the sales contract or the Vienna Convention. Contract drafting – best practises group *.Our LinkedIn community: Drafting contracts.Your roadmap (step-by-step implementation guide).Contract reporting and analytics dashboard.Contract lifecycle management (CLM) – Post-signing.
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