International Sales Contract Law Passing of Property

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International Sales Contract Law ----
Passing of Property
1 Common Law Sales of Goods Act of the U. K. 1.1
Specific Goods Specific goods are goods
identified and agreed upon at the time the
contract is made.
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International Sales Contract Law ----
Passing of Property
The property of specific goods to the buyer at
the time when the parties intend it to
pass. Article17. Property passes when intended
to pass (1) Where there is a contract for the
sale of specific goods the property in them is
transferred to the buyer at such time as the
parties to the contract intend it to be
transferred.
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International Sales Contract Law ----
Passing of Property
How to ascertain the intention of the
parties? the terms of the contract the conduct
of the parties and the circumstances of the
case.
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International Sales Contract Law ----
Passing of Property
Rules for ascertaining intention Unless a
different intention appears, the following are
rules for ascertaining the intention of the
parties as to the time at which the property in
the goods is to pass to the buyer.
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International Sales Contract Law ----
Passing of Property
Rule 1.Where there is an unconditional contract
for the sale of specific goods in a deliverable
state, the property in the goods passes to the
buyer when the contract is made, and it is
immaterial whether the time of payment or the
time of delivery, or both, be postponed.
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International Sales Contract Law ----
Passing of Property
Rule 2.Where there is a contract for the sale of
specific goods and the seller is bound to do
something to the goods for the purpose of putting
them into a deliverable state, the property does
not pass until the thing is done and the buyer
has notice that it has been done. (the goods are
not in the deliverable state)
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International Sales Contract Law ----
Passing of Property
Rule 3.Where there is a contract for the sale of
specific goods in a deliverable state but the
seller is bound to weigh, measure, test, or do
some other act or thing with reference to the
goods for the purpose of ascertaining the price,
the property does not pass until the act or thing
is done and the buyer has notice that it has been
done.
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International Sales Contract Law ----
Passing of Property
Rule 4.When goods are delivered to the buyer on
approval or on sale or return or other similar
terms the property in the goods passes to the
buyer
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International Sales Contract Law ----
Passing of Property
(a) when he signifies his approval or acceptance
to the seller or does any other act adopting the
transaction
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International Sales Contract Law ----
Passing of Property
(b) if he does not signify his approval or
acceptance to the seller but retains the goods
without giving notice of rejection, then, if a
time has been fixed for the return of the goods,
on the expiration of that time, and, if no time
has been fixed, on the expiration of a reasonable
time.
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International Sales Contract Law ----
Passing of Property
1.2 for unascertained goods Rule 5.Where there
is a contract for the sale of unascertained by
description, and goods of that description and in
a deliverable state are unconditionally
appropriated to the contract, either by the
seller with the assent of the buyer or by the
buyer with the assent of the seller, the property
in the goods then passes to the buyer and the
assent may be express or implied, and may be
given either before of after the appropriation is
made.
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International Sales Contract Law ----
Passing of Property
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International Sales Contract Law ----
Passing of Property
How to appropriate the goods to the
contract? (2) Where, in pursuance of the
contract, the seller delivers the goods to the
buyer or to a carrier or other bailee (???) or
custodier (???) (whether named by the buyer or
not) for the purpose of transmission to the
buyer, and does not reserve the right of
disposal, he is to be taken to have
unconditionally appropriated the goods to the
contract.
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International Sales Contract Law ----
Passing of Property
Under UCC 2-401. Passing of Title (1)
Title to goods cannot pass under a contract for
sale prior to their identification to the
contract.
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International Sales Contract Law ----
Passing of Property
(2) Unless otherwise explicitly agreed title
passes to the buyer at the time and place at
which the seller completes his performance with
reference to the physical delivery of the goods,
despite any reservation of a security interest
and even though a document of title is to be
delivered at a different time or place
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International Sales Contract Law ----
Passing of Property
(a) if the contract requires or authorizes the
seller to send the goods to the buyer but does
not require him to deliver them at destination,
title passes to the buyer at the time and place
of shipment
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International Sales Contract Law ----
Passing of Property
(b) if the contract requires delivery at
destination, title passes on tender there.
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International Sales Contract Law ----
Passing of Property
(3) Unless otherwise explicitly agreed where
delivery is to be made without moving the
goods, (a) if the seller is to deliver a
tangible document of title, title passes at the
time when and the place where he delivers such
documents, and if the seller is to deliver an
electronic document of title, title passes when
the seller delivers the document
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International Sales Contract Law ----
Passing of Property
(b) if the goods are at the time of contracting
already identified and no documents of title are
to be delivered, title passes at the time and
place of contracting.
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International Sales Contract Law ----
Passing of Property
2 Civil Law 1.Stipulations in the Civil Code of
France ? At the moment of the execution of the
contract
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International Sales Contract Law ----
Passing of Property
3. Stipulations in the Contract Law of the
P.R.C. The ownership over a targeted matter
is transferred upon the delivery of the targeted
matter, unless the law provides otherwise or the
parties stipulate otherwise. ? At the moment of
the delivery of the targeted matter
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International Sales Contract Law ----
Passing of Property
4. Stipulations of CISG Article 4 of CISG This
Convention governs only the formation of the
contract of sale and the rights and obligations
of the seller and the buyer arising from such a
contract. In particular, except as otherwise
expressly provided in this Convention, it is not
concerned with (b) the effect which the
contract may have on the property in the goods
sold.
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International Sales Contract Law ----
Passing of Property
?Article 30 of CISG The seller must
deliver the goods, hand over any documents
relating to them, and transfer the property in
the goods, as required by the contract and this
Convention.
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International Sales Contract Law ----
Passing of Property
5. Stipulations of International Trade
Practices Warsaw-Oxford Rules ?At the moment
of transferring the documents related
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International Sales Contract Law ----
Passing of Risk
1. Stipulations in Incoterms 2. Stipulations in
CISG 2.1 priority agreement of the parties
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International Sales Contract Law ----
Passing of Risk
(2)If the seller is bound to hand the goods over
to a carrier at a particular place, the risk does
not pass to the buyer until the goods are handed
over to the carrier at that place.
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International Sales Contract Law ----
Passing of Risk
(3)The fact that the seller is authorized to
retain documents controlling the disposition of
the goods does not affect the passage of the
risk.
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International Sales Contract Law ----
Passing of Risk
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International Sales Contract Law ----
Passing of Risk
2.3 the passing of risk in respect of goods sold
in transit Article 68 of CISG The
risk in respect of goods sold in transit passes
to the buyer from the time of the conclusion of
the contract.
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International Sales Contract Law ----
Passing of Risk
Nevertheless, if at the time of the conclusion of
the contract of sale, the seller knew or ought to
have known that the goods had been lost or
damaged and did not disclose this to the buyer,
the loss or damage is at the risk of the seller.
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International Sales Contract Law ----
Passing of Risk
However, if the circumstances so indicate, the
risk is assumed (??) by the buyer from the time
the goods were handed over to the carrier who
issued the documents embodying the contract of
carriage.
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International Sales Contract Law ----
Passing of Risk
2.4 others (if the seller is bound to deliver
the goods to the buyer at his place of
business) the risk passes to the buyer when he
takes over the goods.
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International Sales Contract Law ----
Passing of Risk
However, if the buyer is bound to take over
the goods at a place other than a place of
business of the seller, the risk passes when
delivery is due and the buyer is aware of the
fact that the goods are placed at his disposal at
that place.
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International Sales Contract Law ----
Passing of Risk
2.5 the relation between the sellers fundamental
breach of the contract and the passing of
risk If the seller has committed a fundamental
breach of contract, articles 67, 68 and 69 do not
impair the remedies available to the buyer on
account of the breach.
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International Sales Contract Law ----
Passing of Risk
2.6 the effect of passing of risk Article
66 Loss of or damage to the goods after the risk
has passed to the buyer does not discharge him
from his obligation to pay the price, unless the
loss or damage is due to an act or omission of
the seller.
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International Sales Contract Law ----
Passing of Risk
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International Sales Contract Law ----
Passing of Risk
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