The seller's obligation of delivery and conformity under a contract for sale of goods : the approaches of both English law and the Vienna Convention on Contracts for the International Sale of Goods 1980
This thesis examines the seller's obligations of both delivery and conformity under a contract of sale. In this context, the related rules under both English law (represented by the Sale of Goods Act 1979) and the Vienna Convention on Contracts for the International Sale of Goods 1980 have been explored and compared with each other. It was initially necessary to indicate the importance of the Vienna Convention as a model for unifying the law of international trade. As well as indicating potential reasons as to why the UK is unconvinced that it should become a member of the Convention, as well as briefly examining the previous efforts that led to the conclusion of the Convention. While delivery is not defined under the Convention, the SGA considers it a voluntary transfer of possession. Moreover, delivery under English law takes place independently from the transferral of ownership. The matter of transferring the ownership in the goods is not however, dealt with under the Convention, and should be solved by reference to private international law. According to English law the delivery goods must meet the description in sale by description, correspond with the sample in sale by sample, and in all cases be of a satisfactory quality. The goods must meet a particular purpose where some conditions are met, as well as having to be in the right quantity. Art 35 of the Vienna Convention is considered a counterpart of the said rules. Should the seller however, attempt to exclude his liability regarding the said implied terms, such an attempt is subject to the UCTA 1977 and the Unfair Terms in Consumer Contracts Regulations, 1999. In another respect, delivery of the goods may take place actually or constructively, such as delivery by documents, or delivery through a carrier. Furthermore, there are particular rules that control the process of delivery, such as time, place and expenses connected with delivery. Obviously, the intention of the parties plays the essential role in determining these matters. One of the most important issues is the legal effect of the seller's breach of his obligation of conformity or delivery. Here, the buyer is entitled to a wide range of remedies, such as rejection of the goods and avoiding the contract of sale, specific performance, reduction of the price, or damages. The approaches here of both English law and the Convention are distinct in relation to some particular remedies, such as specific performance and reduction of the price.