联合国国际货物销售合同公约（二）

Article 35

（1） The seller must deliver goods which are of the quantity， qualityand description required by the contract and which are contained orpackaged in the manner required by the contract.

（2） Except where the parties have agreed otherwise， the goods do notconform with the contract unless they：

（a） are fit for the purposes for which goods of the same descriptionwould ordinarily be used；

（b） are fit for any particular purpose expressly or impliedly madeknown to the seller at the time of the conclusion of the contract， exceptwhere the circumstances show that the buyer did not rely， or that it wasunreasonable for him to rely， on the seller's skill and judgment；

（c） possess the qualities of goods which the seller has held out tothe buyer as a sample or model；

（d） are contained or packaged in the manner usual for such goods or，where there is no such manner， in a manner adequate to preserve andprotect the goods.

（3） The seller is not liable under subparagraphs （a） to （d） of thepreceding paragraph for any lack of conformity of the goods if at the timeof the conclusion of the contract the buyer knew or could not have beenunaware of such lack of conformity.

Article 36

（1） The seller is liable in accordance with the contract and thisConvention for any lack of conformity which exists at the time when therisk passes to the buyer， even though the lack of conformity becomesapparent only after that time.

（2） The seller is also liable for any lack of conformity which occursafter the time indicated in the preceding paragraph and which is due to abreach of any of his obligations， including a breach of any guarantee thatfor a period of time the goods will remain fit for their ordinary purposeor for some particular purpose or will retain specified qualities orcharacteristics.

Article 37

If the seller has delivered goods before the date for delivery， hemay， up to that date， deliver any missing part or make up any deficiencyin the quantity of the goods delivered， or deliver goods in replacement ofany non-conforming goods delivered or remedy any lack of conformity in thegoods delivered， provided that the exercise of this right does not causethe buyer unreasonable inconvenience or unreasonable expense. However， thebuyer retains any right to claim damages as provided for in thisConvention.

Article 38

（1） The buyer must examine the goods， or cause them to be examined，within as short a period as is practicable in the circumstances.

（2） If the contract involves carriage of the goods， examination may bedeferred until after the goods have arrived at their destination.

（3） If the goods are redirected in transit or redispatched by thebuyer without a reasonable opportunity for examination by him and at thetime of the conclusion of the contract the seller knew or ought to haveknown of the possibility of such redirection or redispatch， examinationmay be deferred until after the goods have arrived at the new destination.

Article 39

（1） The buyer loses the right to rely on a lack of conformity of thegoods if he does not give notice to the seller specifying the nature ofthe lack of conformity within a reasonable time after he has discovered itor ought to have discovered it.

（2） In any event， the buyer loses the right to rely on a lack ofconformity of the goods if he does not give the seller notice thereof atthe latest within a period of two years from the date on which the goodswere actually handed over to the buyer， unless this time-limit isinconsistent with a contractual period of guarantee.

Article 40

The seller is not entitled to rely on the provisions of articles 38and 39 if the lack of conformity relates to facts of which he knew orcould not have been unaware and which he did not disclose to the buyer.

Article 41

The seller must deliver goods which are free from any right or claimof a third party， unless the buyer agreed to take the goods subject tothat right or claim. However， if such right or claim is based onindustrial property or other intellectual property， the seller'sobligation is governed by article 42.

Article 42

（1） The seller must deliver goods which are free from any right orclaim of a third part based on industrial property or other intellectualproperty， of which at the time of the conclusion of the contract theseller knew or could not have been unaware， provided that the right orclaim is based on industrial property or other intellectual property：

（a） under the law of the State where the goods will be resold orotherwise used， if it was contemplated by the parties at the time of theconclusion of the contract that the goods would be resold or otherwiseused in that State； or

（b） in any other case， under the law of the State where the buyer hashis place of business.

（2） The obligation of the seller under the preceding paragraph doesnot extend to cases where：

（a） at the time of the conclusion of the contract the buyer knew orcould not have been unaware of the right or claim； or

（b） the right or claim results from the seller's compliance withtechnical drawings， designs， formulas or other such specificationsfurnished by the buyer.

Article 43

（1） The buyer loses the right to rely on the provisions of article 41or article 42 if he does not give notice to the seller specifying thenature of the right or claim of the third party within a reasonable timeafter he has become aware or ought to have become aware of the right orclaim.

（2） The seller is not entitled to rely on the provisions of thepreceding paragraph if he knew of the right or claim of the third partyand the nature of it.

Article 44

Notwithstanding the provisions of paragraph （1） of article 39 andparagraph （1） of article 43， the buyer may reduce the price in accordancewith article 50 or claim damages， except for loss of profit， if he has areasonable excuse for his failure to give the required notice.

Section III Remedies for breach of contract by the seller

Article 45

（1） If the seller fails to perform any of his obligations under thecontract or this Convention， the buyer may：

（a） exercise the rights provided in articles 46 to 52；

（b） claim damages as provided in articles 74 to 77.

（2） The buyer is not deprived of any right he may have to claimdamages by exercising his right to other remedies.

（3） No period of grace may be granted to the seller by a court orarbitral tribunal when the buyer resorts to a remedy for breach ofcontract.

Article 46

（1） The buyer may require performance by the seller of his obligationsunless the buyer has resorted to a remedy which is inconsistent with thisrequirement.

（2） If the goods do not conform with the contract， the buyer mayrequire delivery of substitute goods only if the lack of conformityconstitutes a fundamental breach of contract and a request for substitutegoods is made either in conjunction with notice given under article 39 orwithin a reasonable time thereafter.

（3） If the goods do not conform with the contract， the buyer mayrequire the seller to remedy the lack of conformity by repair， unless thisis unreasonable having regard to all the circumstances. A request forrepair must be made either in conjunction with notice given under article39 or within a reasonable time thereafter.

Article 47

（1） The buyer may fix an additional period of time of reasonablelength for performance by the seller of his obligations.

（2） Unless the buyer has received notice from the seller that he willnot perform within the period so fixed， the buyer may not， during thatperiod， resort to any remedy for breach of contract. However， the buyer isnot deprived thereby of any right he may have to claim damages for delayin performance.

Article 48

（1） Subject to article 49， the seller may， even after the date fordelivery， remedy at his own expense any failure to perform hisobligations， if he can do so without unreasonable delay and withoutcausing the buyer unreasonable inconvenience or uncertainty ofreimbursement by the seller of expenses advanced by the buyer. However，the buyer retains any right to claim damages as provided for in thisConvention.

（2） If the seller requests the buyer to make known whether he willaccept performance and the buyer does not comply with the request within areasonable time， the seller may perform within the time indicated in hisrequest. The buyer may not， during that period of time， resort to anyremedy which is inconsistent with performance by the seller.

（3） A notice by the seller that he will perform within a specifiedperiod of time is assumed to include a request， under the precedingparagraph， that the buyer make known his decision.

（4） A request or notice by the seller under paragraph （2） or （3） ofthis article is not effective unless received by the buyer.

Article 49

（1） The buyer may declare the contract avoided：

（a） if the failure by the seller to perform any of his obligationsunder the contract or this Convention amounts to a fundamental breach ofcontract； or

（b） in case of non-delivery， if the seller does not deliver the goodswithin the additional period of time fixed by the buyer in accordance withparagraph （1） of article 47 or declares that he will not deliver withinthe period so fixed.

（2） However， in cases where the seller has delivered the goods， thebuyer loses the right to declare the contract avoided unless he does so：

（a） in respect of late delivery， within a reasonable time after he hasbecome aware that delivery has been made；

（b） in respect of any breach other than late delivery， within areasonable time：

（i） after he knew or ought to have known of the breach；

（ii） after the expiration of any additional period of time fixed bythe buyer in accordance with paragraph （1） of article 47， or after theseller has declared that he will not perform his obligations within suchan additional period； or

（iii） after the expiration of any additional period of time indicatedby the seller in accordance with paragraph （2） of article 48， or after thebuyer has declared that he will not accept performance.

Article 50

If the goods do not conform with the contract and whether or not theprice has already been paid， the buyer may reduce the price in the sameproportion as the value that the goods actually delivered had at the timeof the delivery bears to the value that conforming goods would have had atthat time. However， if the seller remedies any failure to perform hisobligations in accordance with article 37 or article 48 or if the buyerrefuses to accept performance by the seller in accordance with thosearticles， the buyer may not reduce the price.

Article 51

（1） If the seller delivers only a part of the goods or if only a partof the goods delivered is in conformity with the contract， articles 46 to50 apply in respect of the part which is missing or which does notconform.

（2） The buyer may declare the contract avoided in its entirety only ifthe failure to make delivery completely or in conformity with the contractamounts to a fundamental breach of the contract.

Article 52

（1） If the seller delivers the goods before the date fixed， the buyermay take delivery or refuse to take delivery.

（2） If the seller delivers a quantity of goods greater than thatprovided for in the contract， the buyer may take delivery or refuse totake delivery of the excess quantity. If the buyer takes delivery of allor part of the excess quantity， he must pay for it at the contract rate.

Chapter III Obligations of the Buyer

Article 53

The buyer must pay the price for the goods and take delivery of themas required by the contract and this Convention.

Section I Payment of the price

Article 54

The buyer's obligation to pay the price includes taking such steps andcomplying with such formalities as may be required under the contract orany laws and regulations to enable payment to be made.

Article 55

Where a contract has been validly concluded but does not expressly orimplicitly fix or make provision for determining the price， the partiesare considered， in the absence of any indication to the contrary， to haveimpliedly made reference to the price generally charged at the time of theconclusion of the contract for such goods sold under comparablecircumstances in the trade concerned.

Article 56

If the price is fixed according to the weight of the goods， in case ofdoubt it is to be determined by the net weight