联合国国际货物销售合同公约（二）

（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.