United Nations Convention on Contracts for the International Sale of Goods in the United States

Article 32

(1) If the seller, in accordance with the contract or this Convention,
hands the goods over to a carrier and if the goods are not clearly
identified to the contract by markings on the goods, by shipping documents
or otherwise, the seller must give the buyer notice of the consignment
specifying the goods.

(2) If the seller is bound to arrange for carriage of the goods, he must
make such contracts as are necessary for carriage to the place fixed by
means of transportation appropriate in the circumstances and according to
the usual terms for such transportation.

(3) If the seller is not bound to effect insurance in respect of the
carriage of the goods, he must, at the buyer’s request, provide him with
all available information necessary to enable him to effect such insurance.

Article 33

The seller must deliver the goods:

(a) if a date is fixed by or determinable from the contract, on that
date;

(b) if a period of time is fixed by or determinable from the contract, at
any time within that period unless circumstances indicate that the
buyer is to choose a date; or

(c) in any other case, within a reasonable time after the conclusion of
the contract.

Article 34

If the seller is bound to hand over documents relating to the goods, he
must hand them over at the time and place and in the form required by the
contract. If the seller has handed over documents before that time, he may,
up to that time, cure any lack of conformity in the documents, if the
exercise of this right does not cause the buyer unreasonable inconvenience
or unreasonable expense. However, the buyer retains any right to claim
damages as provided for in this Convention.

Section II. Conformity of the goods and third party claims

Article 35

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

(2) Except where the parties have agreed otherwise, the goods do not
conform with the contract unless they:

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

(b) are fit for any particular purpose expressly or impliedly made known
to the seller at the time of the conclusion of the contract, except
where the circumstances show that the buyer did not rely, or that it
was unreasonable for him to rely, on the seller’s skill and
judgement;

(c) possess the qualities of goods which the seller has held out to the
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 and
protect the goods.

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

Article 36

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

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

Article 37

If the seller has delivered goods before the date for delivery, he may, up
to that date, deliver any missing part or make up any deficiency in the
quantity of the goods delivered, or deliver goods in replacement of any
non-conforming goods delivered or remedy any lack of conformity in the
goods delivered, provided that the exercise of this right does not cause
the buyer unreasonable inconvenience or unreasonable expense. However, the
buyer retains any right to claim damages as provided for in this
Convention.

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 be
deferred until after the goods have arrived at their destination.

(3) If the goods are redirected in transit or redispatched by the buyer
without a reasonable opportunity for examination by him and at the time of
the conclusion of the contract the seller knew or ought to have known of
the possibility of such redirection or redispatch, examination may 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 the goods
if he does not give notice to the seller specifying the nature of the lack
of conformity within a reasonable time after he has discovered it or ought
to have discovered it.

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

Article 40

The seller is not entitled to rely on the provisions of articles 38 and 39
if the lack of conformity relates to facts of which he knew or could 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 claim of a
third party, unless the buyer agreed to take the goods subject to that
right or claim. However, if such right or claim is based on industrial
property or other intellectual property, the seller’s obligation is
governed by article 42.

Article 42

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

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

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

(2) The obligation of the seller under the preceding paragraph does not
extend to cases where:

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

(b) the right or claim results from the seller’s compliance with
technical drawings, designs, formulae or other such specifications
furnished by the buyer.