Principles of European Law onSales

(PEL S)

Principles of European LawStudy Group on a European Civil Code

Sales (PEL S)

prepared by Professor Dr. Ewoud HondiusDr. Viola HeutgerDr. Christoph JeloschekDr. Hanna SivesandAneta Wiewiorowska

in collaboration with the Dutch Working Teamwith advice from the Advisory Council andthe Drafting Commitee approved by the Co-ordinating Group

Particular advice on the drafting of the Articles fromProfessor Eric Clive, Edinburgh

StæmpfliPublishers Ltd. Berne

The Dutch Working TeamAmsterdam: Professor Martijn Hesselink; Dr. Jacobien Rutgers, Dr. Odavia Bueno Diaz(Spanish Law), Manola Scotton (Italian Law), Muriel Veldman;Tilburg: Professor Maurits Barendrecht, Professor Chris Jansen, Professor Marco Loos(Dutch Law), Dr. Andrea Pinna (French Law), Dr. Rui Cascao (Portuguese Law),Roland Lohnert (German Law, until June 2002), Stéphanie van Gulijk(as of December 2003);Utrecht: Professor Ewoud Hondius, Dr. John Dickie (English Law, until October 2002),Dr. Viola Heutger, Georgios Arnokouros (Greek Law, until the end of 2002),Dr. Christoph Jeloschek (Austrian Law), Dr. Hanna Sivesand (Swedish Law),Aneta Wiewiorowska (Polish Law)

The Advisory Council on Sales ContractsProfessor Hugh Beale (London/Warwick), Professor Johnny Herre (Stockholm),Professor Jérôme Huet (Paris), Professor Ewan McKendrick (Oxford),Professor Peter Schlechtriem† (Freiburg i. Br.)

National ReportersNational notes from Austria (by Christoph Jeloschek), Belgium (by Isabelle Demortier),the Czech Republic (by Lubos Tichy and Tomas Dumbrovsky),Denmark (by Hanna Sivesand), England and Scotland (by Martin Hogg,Hector MacQueen and John Dickie), Estonia (by Martin Käerdi), Finland (by Dario Alessi),France (by Andrea Pinna), Germany (by Viola Heutger and Peter Rott),Greece (by Georgios Arnokouros), Hungary (by Norbert Csizmazia),Italy (by Manola Scotton and Dario Alessi), Latvia (by Viktorija Jarkinaand Alla Pozdnakova), Lithuania (by Valentinas Mikelenas), the Netherlands(by Marco Loos), Norway (by Stine Snertingdalen), Poland (by Aneta Wiewiorowska),Portugal (by Rui Cascao and Marta dos Santos Silva), Slovakia (by Emilia Caprndova),Spain (by Odavia Bueno Diaz and Beatriz Fernández Gregoraci), Slovenia(by Damjan Mozina) and Sweden (by Hanna Sivesand).

The Co-ordinating GroupProfessor Guido Alpa (Genua/Rome, until May 2005),Professor Kaspars Balodis (Riga, since December 2004),Professor Christian von Bar (Osnabrück, chairman),Professor Maurits Barendrecht (Tilburg, until May 2005),Professor Hugh Beale (London/Warwick),Dr. Mircea-Dan Bob (Cluj Napoca, since June 2007),Professor Michael Joachim Bonell (Rome),Professor Mifsud G. Bonnici (Valetta, since December 2004),Professor Carlo Castronovo (Milan), Professor Eric Clive (Edinburgh),Professor Eugenia Dacoronia (Athens), Professor Ulrich Drobnig (Hamburg),Professor Bénédicte Fauvarque-Cosson (Paris),Professor Marcel Fontaine (Leuven, until December 2003),Professor Andreas Furrer (Lucerne, since December 2003),Professor Jacques Ghestin (Paris),Professor Sir Roy Goode (Oxford, until December 2002),

Professor Viggo Hagstrøm (Oslo, since June 2002),Professor Arthur Hartkamp (The Hague, until December 2002),Justitierådet Professor Torgny Håstad (Stockholm), Professor Johnny Herre (Stockholm),Professor Martijn Hesselink (Amsterdam),Professor Ewoud Hondius (Utrecht, until May 2005), Professor Jérôme Huet (Paris),Professor Giovanni Iudica (Milan, since June 2004),Dr. Monika Jurcova (Trnava, since June 2006),Professor Konstantinos Kerameus (Athens), Professor Ole Lando (Copenhagen),Professor Kåre Lilleholt (Bergen/Oslo, since June 2003), Professor Brigitta Lurger (Graz),Professor Hector MacQueen (Edinburgh),Professor Denis Mazeaud (Paris, since June 2005), Professor Ewan McKendrick (Oxford),Professor Valentinas Mikelenas (Vilnius, since December 2004),Professor Eoin O’Dell (Dublin, until June 2006), Professor Edgar du Perron (Amsterdam),Professor Denis Philippe (Leuven, since June 2004),Professor Jerzy Rajski (Warsaw), Professor Christina Ramberg (Gothenburg),Professor Philippe Rémy (Poitiers, until December 2004),Judge Professor Encarna Roca y Trias (Madrid/Barcelona),Professor Peter Schlechtriem† (Freiburg i. Br., deceased 2007),Professor Martin Schmidt-Kessel (Osnabrück, since December 2004),Professor Jorge Sinde Monteiro (Coimbra, until December 2004),Professor Lena Sisula-Tulokas (Helsinki), Professor Sophie Stijns (Leuven),Professor Matthias Storme (Leuven), Dr. Stephen Swann (Osnabrück),Professor Christian Takoff (Sofia, since June 2007),Professor Lubos Tichy (Prague, since June 2005),Professor Verica Trstenjak (Maribor, until December 2006),Professor Vibe Ulfbeck (Copenhagen, since June 2006),Professor Paul Varul (Tartu, since June 2003), Professor Lajos Vékás (Budapest),Professor Anna Veneziano (Teramo)

Further Members of the Study Group’s Advisory CouncilsProfessor John W. Blackie (Strathclyde, Tort and Trust Law),Professor Michael G. Bridge (London, Property Law and Security),Professor Angel Carrasco (Toledo, Security), Professor Pierre Crocq (Paris, Security),Professor Júlio Manuel Vieira Gomes (Oporto, Unjustified enrichment law andbenevolent intervention in another’s affairs),Professor Helmut Grothe (Berlin, Lease of Goods),Professor Irene Kull (Tartu, Donation, Trust Law),Professor Marco Loos (Amsterdam, Service Contracts; Mandate),Professor Guillermo Palao Moreno (Valencia, Tort Law),Professor Graham Moffat (Warwick; Trust Law, since May 2006),Professor Maria A. L. Puelinckx-van Coene (Antwerp, Donation),Dr. Kristina Siig (Arhus, Unjustified enrichment law and benevolent intervention inanother’s affairs), Professor Stefano Troiano (Verona, Donation),Professor Antoni Vaquer Aloy (Lleida, Donation and Lease of Goods),Professor Alain Verbeke (Leuven, Lease of Goods),Professor Anders Victorin† (Stockholm, deceased 2006, Lease of Goods),Professor Sarah Worthington (London, Lease of Goods).

Volume 6

To be cited as: PEL/Hondius/Heutger/Jeloschek/Sivesand/Wiewiorowska,Sales, Chapter 1, Article 1:101, Comments, APEL/Hondius/Heutger/Jeloschek/Sivesand/Wiewiorowska,Sales, Chapter 1, Article 1:101, Notes, 1

ISSN 1860-0905ISBN 978-3-7272-1805-7 (Staempfli)ISBN 978-2-8027-2538-1 (Bruylant)ISBN 978-3-935808-61-3 (sellier. european law publishers)

The Deutsche Nationalbibliothek lists this publication in the Deutsche Nationalbibliografie;detailed bibliographic data are available in the Internet at http://dnb.d-nb.de.

© 2008 by sellier. european law publishers, Munich together withStudy Group on a European Civil Code.

All rights reserved. No part of this publication may be reproduced, translated, storedin a retrieval system or transmitted, in any form or by any means, electronic, mechanical,photocopying, recording or otherwise, without prior permission of the publisher.

Design: Sandra Sellier, Munich. Production: Karina Hack, Munich. Typesetting:fidus Publikations-Service GmbH, Augsburg. Printing and binding: Friedrich Pustet KG,Regensburg. Printed on acid-free, non-ageing paper. Printed in Germany.

Foreword

The Study Group on a European Civil Code has taken upon itself the task of draftingEuropean principles (or ‘model rules’) for the most important aspects of the law of ob-ligations and for certain parts of the law of property in moveables which are especiallyrelevant for the functioning of the Common Market. It was founded in 1999 as a suc-cessor body to the Commission on European Contract Law, on whose work the StudyGroup is building.

The two groups pursue identical aims. However, the Study Group has a more far-reaching focus in terms of subject-matter, and as an ultimate goal it aspires to a conso-lidated composite text, now called the Draft Common Frame of Reference (DCFR), ofthe material cultivated by the Group itself, the Commission on European Contract Lawand the Acquis Group. All three groups have undertaken to ascertain and formulateEuropean standards of ‘patrimonial’ law for the Member States of the European Union.The Commission on European Contract Law achieved this for the field of general con-tract law (Lando and Beale [eds.], Principles of European Contract Law, Parts I and IIcombined and revised, The Hague, 2000; Lando/Clive/Prüm/Zimmermann [eds.], Princi-ples of European Contract Law Part III, The Hague, 2003). These Principles of EuropeanContract Law (PECL) are being adopted with adjustments by the Study Group to takeaccount of new developments and input from its research partners. The Study Group isitself dovetailing its principles with those of the PECL, extending their encapsulation ofstandards of patrimonial law in three directions: (i) by developing rules for specific typesof contracts; (ii) by developing rules for extra-contractual obligations, i. e. the law oftort /delict, the law of unjustified enrichment, and the law of benevolent intervention inanother’s affairs (negotiorum gestio); and (iii) by developing rules for fundamental ques-tions in the law on mobile assets – in particular transfer of ownership, security for credit,and trust.

Like the Commission on European Contract Law’s Principles of European ContractLaw, the results of the research conducted by the Study Group on a European Civil Codeseek to advance the process of Europeanisation of private law. We have undertaken thisendeavour on our own personal initiative and merely present the results of a pan-Euro-pean research project. It is a study in comparative law in so far as we have always takencare to identify the legal position in the Member States of the European Union and to setout the results of this research in the introductions and notes. That of course does notmean that we have only been concerned with documenting the pool of shared legalvalues or that we simply adopted the majority position among the legal systems wherecommon ground was missing. Rather we have consistently striven to draw up “sound andfitting” principles, that is to say, we have also recurrently developed proposals and con-cepts for the further development of private law in Europe.

The working methods of the Commission on European Contract Law and the StudyGroup on a European Civil Code are or were likewise quite similar. The Study Group,however, has had the benefit of Working (or Research) Teams – groups of younger legalscholars under the supervision of a senior member of the Group (a Team Leader) which

VII

undertook the basic comparative legal research, developed the drafts for discussion andassembled the extensive material required for the notes. Furthermore, a consultativebody – an Advisory Council – was allocated to each Working Team. These bodies –deliberately restricted in size in the interests of efficiency – were formed from experts inthe relevant field of law who are representative of the major European legal systems. Theproposals drafted by the Working Teams and critically scrutinised and improved in aseries of meetings by the respective Advisory Council, were submitted for discussion on arevolving basis to the actual decision-making body of the Study Group, the Co-ordinat-ing Group. Until June 2004 the Co-ordinating Group consisted of representatives fromall jurisdictions belonging to the EU immediately prior to its enlargement in Spring 2004and in addition legal scholars from Estonia, Hungary, Norway, Poland, Slovenia andSwitzerland. Representatives from the Czech Republic, Malta, Latvia, Lithuania andSlovakia joined us after the June meeting 2004 in Warsaw, representatives from Bulgariaand Romania after the December meeting 2006 in Lucerne. However, due to time andcapacity constraints, a summary in the notes of the current legal position in the newMember States of the EU was not always possible.

Along with its permanent members, other participants in the Co-ordinating Groupwith voting rights included all the Team Leaders and – when the relevant material was upfor discussion – the members of the Advisory Council concerned. The results of thedeliberations during the week-long sittings of the Co-ordinating Group were incorpo-rated into the text of the Articles and the commentaries, and returned to the agenda forthe next meeting of the Co-ordinating Group (or the one following, depending on theworkload of the Group and the Team in question). Each part of the project was thesubject of debate on several occasions, some stretching over many years. Where a unan-imous opinion could not be achieved, majority votes were taken. As far as possible theArticles drafted in English were translated into the other languages either by members ofthe Team or third parties commissioned for the purpose. The number of languages intowhich the Articles could be translated varies from volume to volume. That is in part aconsequence of the fact that not all Working Teams were equipped with the samemeasure of financial support. We also had to resign ourselves to the absence of a perfectlyuniform editorial style. Our editing guidelines provided a common basis for scholarlypublication, but on peripheral issues had to accommodate preferences of individualteams. However, this should not cause the reader any problems in comprehension.

Work on these Principles had begun before the European Commission published itsCommunication on European Contract Law (in 2001), its Action Plan for a more co-herent European contract law (in 2003), and its follow-up Communication “EuropeanContract Law and the revision of the acquis: the way forward” (in 2004). These docu-ments for their part were published before we formed the Network of Excellence, toge-ther with other European research groups and institutions, which with the support offunds from the European Community’s Sixth Framework Programme for Research havebeen collaborating in the preparation of the Draft (or Academic) Common Frame ofReference (von Bar/Clive/Schulte-Nölke [eds.], Principles, Definitions and Model Rules ofEuropean Private Law. Draft Common Frame of Reference [DCFR], Munich, 2008). Thetexts laid before the public by the Study Group on a European Civil Code are notidentical in every detail with those which the Network of Excellence is proposing tothe European Commission. In some cases, the model rules encountered by the reader inthe DCFR deviate from their equivalent published in this PEL series. In drafting a self-

Foreword

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standing set of principles for a given subject it sometimes proved necessary to have morerepetition of rules which were already part of the PECL. Such repetitions became super-fluous in the integrated DCFR text which sometimes states these rules at a more generallevel.

In order to leave no room for misunderstanding, it is important to stress that thesePrinciples have been prepared by impartial and independent-minded scholars whose soleinterest has been devotion to the subject-matter. None of us have been remunerated fortaking part or mandated to do so. None of us would want to give the impression that weclaim any political legitimation for promoting harmonisation of the law. Our legitima-tion is confined to curiosity and an interest in Europe. In other words, the volumes in thisseries are to be exclusively understood as the results of scholarly legal research withinlarge international teams. Like every other scholarly legal work, they restate the currentlaw and introduce possible models for its further development; no less, but also no more.

Osnabrück, January 2008 Christian von Bar

Foreword

Our Sponsors

The project of the Study Group on a European Civil Code represents a research endea-vour in legal science of extraordinary magnitude. Without the generous financial supportof many organisations its realisation would not have been possible.

Our thanks go first of all to the Deutsche Forschungsgemeinschaft (DFG), which hassupplied the lion’s share of the financing, including the salaries of the Working Teamsbased in Germany and the direct travel costs for the meetings of the Coordinating Groupand the numerous Advisory Councils. The work of the Dutch Working Teams wasfinanced by the Nederlandse Organisatie voor Wetenschappelijk Onderzoek (NWO). Furtherpersonnel costs were met by the Flemish Fonds voor Wetenschappelijk Onderzoek-Vlaan-deren (FWO), the Onassis-Foundation, the Austrian Fonds zur Förderung der wissenschaft-lichen Forschung, Norges forskningsråd (the Research Council of Norway) and the Funda-ção Calouste Gulbenkian. From the middle of 2005 onwards we have been able to rely onfunds from the European Commission’s Sixth Framework Research Programme.

In addition, we have consistently been able to fall back on funds made available to therespective organisers of the week-long sittings of the Coordinating Group by the relevantuniversity or other sources within the country concerned. It is therefore with the deepestgratitude that I must also mention the Consiglio nazionale forense (Rome) and the Istitutodi diritto privato of the Università di Roma La Sapienza, which co-financed the meeting inRome (June 2000). The session in Salzburg (December 2000) was supported by theAustrian Bundesministerium für Bildung, Wissenschaft und Kultur, the Universität Salzburgand the Institut für Rechtspolitik of the Universität Salzburg. The discussions in Stockholm(June 2001) were assisted by the Department of Law, Stockholm University, the SupremeCourt Justice Edward Cassel’s Foundation and Stiftelsen Juridisk Fakultetslitteratur (SJF). Themeeting in Oxford (December 2001) had the support of Shearman & Sterling, the HulmeTrust, Berwin Leighton Paisner and the Oxford University Press (OUP). The session inValencia (June 2002) was made possible by the Asociación Nacional de Registradores dela Propiedad, Mercantil y Bienes Muebles, the Universitat de València, the Ministerio Españolde Ciencia y Tecnología, the Facultad de Derecho of the Universitat de València, the Depar-tamento de Derecho Internacional, Departamento de Derecho Civil and the Departamento deDerecho Mercantil “Manuel Broseta Pont” of the Universitat de València, the law firmCuatrecasas, the Generalitat Valenciana, the Corts Valencianes, the Diputación Provincialde Valencia, the Ayuntamiento de Valencia, the Colegio de Abogados de Valencia and Aran-zadi Publishing Company. The subsequent meeting in Oporto (December 2002) was sub-stantially assisted by the Universidade Católica Portuguesa – Centro Regional do Porto. Forthe week-long session in Helsinki (June 2003) we were able to rely on funds from SuomenKultuurirahasto (Finnish Cultural Foundation), the Niilo Helanderin Säätiö (Niilo Helan-der Foundation), the Suomalainen Lakimeisyhdistys (Finnish Lawyers Association), theMinistry of Justice and the Ministry for Foreign Affairs, the Nordea Bank, Roschier HolmbergAttorneys Ltd., Hannes Snellman Attorneys Ltd., the Department of Private Law and theInstitute of International Commercial Law (KATTI) of Helsinki University. The session inLeuven (December 2003) was supported by Katholieke Universiteit Leuven, Faculteit

XI

Rechtsgeleerdheid, and the FWO Vlaanderen Fonds voor Wetenschappelijk Onderzoek (Flan-ders Scientific Research Fund). The meeting of the Group in Warsaw (June 2004) wassubstantially assisted by the Fundacja Fundusz Wspolpracy (The Cooperation Fund) andthe Faculty of Law and Administration of Warsaw University. The meeting in Milan (De-cember 2004) was supported by the Università Bocconi and its Istituto di diritto comparato,by the Milan Camera di Commercio, by the Associazione Civilisti Italiani and by the Comunedi Milano. The meeting in Berlin (June 2005) was made possible by PricewaterhouseCoo-pers Deutschland AG, Frankfurt/Berlin; Sievert AG & Co., Osnabrück, and by Verbanddeutscher Hypothekenbanken e. V., Berlin. The meeting in Tartu (December 2005) wassupported by the University of Tartu, its Faculty of Law, its Institute of Law and its Instituteof Private Law, by the Estonian Supreme Court, the Ministry of Justice, the Tartu CityGovernment, Iuridicum Foundation, the Law Offices Concordia, Lepik & Luhaäär, LuigaMody Hääl Borenius, Ots & Co, Aivar Pilv, Aare Raig, Raidla & Partners, Sorainen, Tark &Co, Teder Glikman & Partners, Paul Varul, Alvin Rödl & Partner and Lextal Law Firm. Themeeting in Oslo (June 2006) was made possible by the kongelige Justis- og Politidepartement(The Royal Ministry of Justice), by Sigvald Bergesen d. y., by hustru Nankis Almennyttigestiftelse, Storebrand and the law firms Wiersholm and BA-HR. The meeting in Lucerne(December 2006) was sponsored by Schulthess Publishing Company, by SchweizerischerNationalfonds and by the Universität Luzern, the meeting in Budapest (June 2007) byEötvös Loránd Tudományegyetem (Eötvös Loránd University), by Magyar TudományosAkadémia (the Hungarian Academy of Sciences), by MOL Magyar Olaj- és Gázipari Nyrt(the Hungarian Oil & Gas Company) and by Szalma & Partnerei Ügyvédi Iroda (Szalma &Partners Attorneys at Law), and the meeting in Prague (December 2007) by Ceskáadvokátní komora (the Czech Bar Association), White & Case, Prague, Squire, Sanders& Dempsey, Prague, Ladislav Krym, Attorney at Law, Prague, Jan Broz, Attorney at Law,Prague, and the Representation of the European Commission in Prague. We thank all of theseorganisations and institutions for the funds which they made available to us and for theextraordinary warmth of hospitality with which our hosts received us.

Osnabrück, January 2008 Christian von Bar

Our Sponsors

XII

Preface to this volume

1. Every proposal for new legislation requires proof of the need for it. In the case of saleof goods the proof seems easy. All European continental legal systems provide for specificregulation of sales contracts.1 How could the most common contract be omitted from anyregulation which purports to lay down rules for the most customary relationships? Notonly civil law, but also common law jurisdictions in Europe have codified the sale ofgoods. It therefore seems logical that on the European level, any European instrumentshould contain provisions covering sales contracts.

There are two possible objections. First, there are already supranational and privaterules on sales law which are binding or applicable in most, if not all EU Member States.There is the EU directive on consumer sale of goods and associated guarantees which isbinding on all Member States.2 Then, all but five out of twenty seven Member States3

have adhered to the Vienna Sales Convention on commercial sales (CISG). Finally, thePrinciples of European Contract Law (PECL) lay down non-binding general rules for allcontracts, including sale of goods. Is it therefore not superfluous to have yet another set ofrules on a supranational level? There are several arguments in favour of additional rules.First, the two international instruments mentioned above do not cover all sales contracts.Excluded from the scope of application of both instruments are non-international com-mercial sales.4 Not covered by either of the instruments are sales contracts betweenprivate citizens, both national and international.5

Even when any one of these texts does apply in principle, it may leave open questionswhich have not been dealt with in that instrument. The Vienna Sales Convention leavesa number of aspects of commercial sales untouched. The directive on consumer sales isrudimentary, dealing only with a limited number of aspects of the consumer sale of goods.The PECL only deal with contracts in general, not with specific sales issues. Otherquestions concern the interpretation of the instruments. CISG has raised many questionsof interpretation, which because of the absence of an internationally competent courtmay remain unsolved for some time to come. CISG, which finds its origins in the 1920’s,

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1 Not to W. C. L. van der Grinten in his comments on ‘Boek 7 BW’, In het nu, wat worden zal/Opstellen aangeboden aan prof. mr H. C. F. Schoordijk, Deventer: Kluwer, 1991, p. 87, 90. Thelate Van der Grinten was a minimalist where the subjects to be incorporated in the Netherlands’1992 New Civil Code were concerned.

2 Official Journal 1999, Directive 1999/44/EG. See R M Straub, Sale of goods law within Europe.3 Austria, Belgium, the Czech Republic, Denmark (only Part III), Estonia, Finland (only Part III),

France, Germany, Greece, Hungary, Italy, Latvia, Lithuania, Luxemburg, Netherlands, Poland,Slovakia, Slovenia, Spain and Sweden (only Part III). Only Cyprus, Ireland, Malta, Portugaland the United Kingdom have so far refrained from joining.

4 Art. 1 (1): This Convention applies to contracts of sale of goods between parties whose places ofbusiness are in different States (. . .).

5 Art. 2: This Convention does not apply to sales: (a) of goods bought for personal, family orhousehold use (. . .).

may not be completely in line with present-day thinking. The EU Sales directive hasbeen subjected to criticism as to its drafting.

A second possible objection may be that the division line between sales and serviceshas become thin. Many sales contracts include an element of service. Many contracts forservices include transfer of property. Should not the functional approach which is appliedto contracts for services in the Principles on European Law on Service Contracts coversales as well? It is precisely because of the two international instruments mentionedabove, the EU sales directive and the CISG, that this does not seem a good idea. ThesePrinciples have therefore been set up according to traditional lines. Moreover, the drafts-persons of this Part have sought to make the draft e-commerce proof, meaning that thetext of the rules is supposed to be equally valid for online and offline transactions.

2. On a different count, it may be thought that a European Restatement should notdeal with commercial sales contracts. The 19th century continental codification effortsall distinguish a Civil Code and a Commercial Code. This has been the case in Franceand in the countries which followed the Napoleonic example, Belgium, Italy, Luxem-bourg, Netherlands, Portugal and Spain. It has been the case in Austria, Germany andGreece. But modern Civil Codes, such as the Dutch and Italian ones, include commerciallaw. Consumer protection is no longer seen as an emergency measure, which should notspoil ‘pure’ civil law.

3. The Dutch team started its work on 1 November 1999, in a limited composition. Itnever represented all EU jurisdictions. This shortcoming is remedied by the fact that allmajor ‘legal families’ are represented in the group. The Dutch team consisted of threegroups, located in Amsterdam, Tilburg and Utrecht. The three groups met regularly. Thework on the sales contract was assigned to the Utrecht group, which at various times hasconsisted of Georgios Arnokouros (researcher, Greece), Emilia Caprndova (temporaryresearcher, Slovakia), John Dickie (temporary team manager, England), Giuseppe Do-natiello (temporary researcher, Switzerland), Viola Heutger (team manager, Germany),Ewoud Hondius (team leader, Netherlands), Elena Ioriatti (temporary researcher, Italy),Christoph Jeloschek (researcher, Austria), Anna Maria Mancaleoni (temporary re-searcher, Italy), Hanna Sivesand (researcher, Sweden), Stine Snertingdalen (temporaryresearcher, Norway) and Aneta Wiewiorowska (researcher, Poland). The Utrecht grouphas profited from the occasional participation of Hugo van Kooten, Sonja Kruisinga andHarriet Schelhaas, at the time employed as researchers by Utrecht University’s Molen-graaff Instituut voor Privaatrecht (Department of Private Law) or G. J. Wiarda Instituut(research Institute). It has also profited from the observations of Torill Edvardsen (Nor-way), Katja Modric (Croatia), Roman Pokhyla (Ukraine) and Andrea Scafidi (Italy), allcandidates in the Utrecht LL M programme European Private Law, and of WillemijnJansen, Linda Roelofs and Heilien Spruit, Dutch undergraduate students at UtrechtUniversity. To these should be added the various members of the Amsterdam and Tilburgteams as well as our external national reporters.

4. The Utrecht group employed the following working method. The group first set outa Position paper on Sales. In the position paper, questions were raised such as whethersales should be dealt with at all (in the presence of the Vienna Sales Convention and theEuropean Consumer Sales Directive), to what extent consumer contracts and commer-cial contracts should be dealt with separately, what to do with real estate, consumercredit, etc. The questions were answered in a provisional way and then submitted to themeetings of the Co-ordinating committee. Then, the group began drafting questionnaires

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on these subjects. On the basis of the questionnaires, draft texts were submitted to mem-bers of its Advisory Council: Professors Johnny Herre (Stockholm), Jérôme Huet (Paris),Ewan McKendrick (Oxford) and the late Peter Schlechtriem (Freiburg). After the finalapproval of the draft texts by the Co-ordinating Committee, the Advisory Council,together with three members of the Drafting Group, Professors Hugh Beale (Warwick),Eric Clive (Edinburgh) and Christina Ramberg (Gothenburg) and the Utrecht team’s co-ordinator worked out the present text. First Christoph Jeloschek and then Hanna Sive-sand served as team co-ordinator for the Utrecht team. Both had meanwhile successfullydefended their PhD theses on aspects of sales law, a considerable fringe benefit of theproject. Our thanks also go out to Peter Morris (Utecht) for checking our English. We arealso grateful to Dr Giuseppe Donatiello, Professor Beatriz Fernández Gregoraci, Dr ViolaHeutger, Professor Marco Loos, Professor Mario Varvaro and Ms Aneta Wiewiorowska fortheir help with the translation of the black letter rules.

5. All the above-mentioned persons, as well as the members of the Amsterdam andTilburg teams should be warmly thanked for their co-operation. A special word of thanksis owed to the members of the Advisory Council and the Drafting Group. Their impacton the work of the team has been much larger than the names of their groups suggest. Wededicate this book to the memory of the late Manola Scotton, the Italian member of theDutch (Amsterdam) team, who despite her physical condition always instilled us with asense of pride in our project. Eppur muove.

Utrecht, August 2007 Ewoud Hondius

Preface to this volume

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Short Table of Contents

Text of Articles 1

Principles of European Law onSales

General Introduction 101

Chapter 1:Scope of Application & General Provisions

Section 1: Scope of Application 113Article 1:101: Sale of goods 113Article 1:102: Goods to be manufactured or produced 120Article 1:103: Barter 126Article 1:104: Definition of “goods” 128Article 1:105: Application to other assets 135

Section 2: General ProvisionsArticle 1:201: Relationship with the Principles of European Contract Law 142Article 1:202: Definition of consumer sale 143Article 1:203: Derogation 154

Chapter 2:Obligations of the Seller

Article 2:001: Overview of obligations of the seller 159

Section 1: Delivery of the GoodsArticle 2:101: Delivery 166Article 2:102: Place and time for delivery 171Article 2:103: Cure in case of early delivery 175Article 2:104: Carriage of the goods 178

Section 2: Conformity of the GoodsArticle 2:201: Conformity with the contract 181Article 2:202: Fitness for purpose, qualities, packaging 191Article 2:203: Statements by third persons 204Article 2:204: Incorrect installation in a consumer sale 207Article 2:205: Third party rights or claims in general 211

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Article 2:206: Third party rights or claims based on industrial propertyor other intellectual property 214

Article 2:207: Buyer’s knowledge of lack of conformity 215Article 2:208: Relevant time for establishing conformity 219Article 2:209: Limits on derogation in a consumer sale 224

Chapter 3:Obligations of the Buyer

Article 3:001: Overview of obligations of the buyer 227Article 3:002: Determination of form, measurement or other features 231

Section 1: Payment of the PriceArticle 3:101: Place and time for payment 234Article 3:102: Formalities of payment 236Article 3:103: Currency not expressed 236Article 3:104: Price fixed by weight 236

Section 2: Taking Delivery of the GoodsArticle 3:201: Taking delivery 240Article 3:202: Early delivery and delivery of excess quantity 243

Chapter 4:Remedies

Section 1: Remedies of the Parties in GeneralArticle 4:101: Application of the Principles of European Contract Law 249Article 4:102: Termination of the contract 256Article 4:103: Limits on derogation in a consumer sale 259

Section 2: Remedies of the Buyer for Lack of ConformityArticle 4:201: Overview of remedies 262Article 4:202: Remedying the lack of conformity 267Article 4:203: Seller’s opportunity to remedy the lack of conformity 275Article 4:204: Choice between repair and replacement 280Article 4:205: Resort to other remedies 283Article 4:206: Termination 290Article 4:207: Limitation of liability for damages of non-professional sellers 298

Section 3: Requirements of Examination and NotificationArticle 4:301: Examination of the goods 301Article 4:302: Notification of lack of conformity 305Article 4:303: Notification of partial delivery 320Article 4:304: Seller’s knowledge of lack of conformity 322Article 4:305: Remedy to be claimed within a reasonable time 325

Short Table of Contents

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Chapter 5:Passing of Risk

Section 1: General ProvisionsArticle 5:101: Effect of passing of risk 329Article 5:102: Time when risk passes 334Article 5:103: Passing of risk in a consumer sale 339

Section 2: Special rulesArticle 5:201: Goods placed at buyer’s disposal 342Article 5:202: Carriage of the goods 345Article 5:203: Goods sold in transit 349

Chapter 6:Consumer goods guarantees

Article 6:101: Definition of a consumer goods guaranteeArticle 6:102: Binding nature of the guarantee 363Article 6:103: Guarantee document 367Article 6:104: Coverage of the guarantee 375Article 6:105: Guarantees confined to specific parts 380Article 6:106: Maintenance instructions 382Article 6:107: Burden of proof 384Article 6:108: Prolongation of the guarantee period 387

Annexes 389

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Table of Contents

Foreword VII

Our Sponsors XI

Preface to this volume XIII

Text of Articles

EnglishSales 3

DutchKoop 16

FrenchVente 30

GermanKauf 44

ItalianVendita 58

PolishSprzedazy 71

SpanishCompraventa 85

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Principles of European Law onSales

General Introduction

A. General 101B. Importance 101C. Relation to general contract law (PECL) 101D. Relation to other international sources 103E. Relation to other specific contracts 104F. Other related aspects not dealt with 105G. Mainly default rules: Some mandatory consumer protection 106H. Member States investigated 106I. The structure of these Principles 106

Chapter 1:Scope of Application & General Provisions

Section 1: Scope of Application

Article 1:101: Sale of goods

CommentsA. Scope of the Principles 113B. Definition of sale 113C. Parties to the sales contract 114D. Obligation to transfer ownership 114E. Obligation to pay the price 115F. Relationship with the Principles of European Contract Law (PECL) 115

Notes1. Overview of the rules relating to sales law 1152. Definition of sale 1163. Analogous application to other contracts 1174. Mixed contracts 118

Article 1:102: Goods to be manufactured or produced

CommentsA. General 120B. The substantial part test 121C. Relevant rules from services contracts by way of analogy 121D. Consumer transactions 122

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Notes 1231. General regulation of contracts for the supply of goods to be

manufactured or produced 1232. Consumer sales 125

Article 1:103: Barter

CommentsA. General 126B. Application with appropriate adaptations 126C. Mixed contracts 126

Notes1. Barter [exchange] contracts 1272. Trade-in of used goods 128

Article 1:104: Definition of “goods”

CommentsA. Object of sale in general 128B. Corporeal movables 129C. Future goods 130D. Goods extra commercium 131

Notes1. Object of sale in general 1312. Sale of immovable property 1323. Ships, vessels, aircraft and hovercraft 1324. Specific rules for the sale of animals 1335. Specific rules for the sale of human body parts 1346. The sale of future goods 134

Article 1:105: Application to other assets

CommentsA. Application to other assets 136B. Other assets 136C. Immovable property 138

Notes1. Electricity 1382. Software 1393. Rights and receivables [and industrial or other intellectual property rights] 140

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Section 2: General Provisions

Article 1:201: Relationship with the Principles of European Contract Law

CommentsA. General 142B. Deviations from the Principles of European Contract Law 142C. Implementation in these Principles 142

Notes1. Relationship between sales rules and other parts of the Civil Code

or the general law of obligations 143

Article 1:202: Definition of consumer sale

CommentsA. Consumer sales 144B. The notion of unitary sales law 144C. Notion of consumer and professional 145D. Protection of small businesses etc. 147E. Consumer protection 148F. Protection of parties other than consumer buyers 148

Notes1. Overview of the rules on consumer sale 1492. Difference in substance to the general sales regime 1503. Definition of ‘consumer’ 1514. Definition of ‘professional’ 153

Article 1:203: Derogation

CommentsA. General 154B. Derogation in a consumer sale 155C. Direct and indirect derogation 156D. Violation of mandatory provisions 156E. Relationship with the Principles of European Contract Law (PECL) 156

Notes1. Mandatory rules in consumer sales law 1572. Status of the rules of general sales law 157

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Chapter 2:Obligations of the seller

Article 2:001: Overview of obligations of the seller

CommentsA. Main obligations of the seller 159B. Obligation to transfer ownership 159C. Obligation to deliver the goods 160D. Obligation to transfer documents 161E. Obligation to ensure conformity with the contract 161F. Remedies for the buyer 161G. Relationship with the Principles of European Contract Law (PECL) 162

Notes1. Obligation to transfer ownership 1622. Obligation to deliver the goods 1633. Obligation to transfer documents 1634. Further obligations of the seller 165

Section 1: Delivery of the Goods

Article 2:101: Delivery

CommentsA. General 166B. Functional definition of delivery 166C. Different modes of delivery 167D. Carriage of goods 168E. Delivery to persons other than the buyer 169F. Consumer sale 169G. Relationship with the Principles of European Contract Law (PECL) 169

Notes1. Modalities of delivery in general 1692. Constructive delivery 170

Article 2:102: Place and time for delivery

CommentsA. General 171B. Place and time for delivery 171C. Transfer of documents representing the goods 171D. Remedies of the buyer in the event of late delivery 172E. Relationship with the Principles of European Contract Law (PECL) 172

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Notes1. Place for delivery 1722. Time of delivery 1733. Cost of delivery 1744. Deviating consumer regulation 174

Article 2:103: Cure in case of early delivery

CommentsA. General 175B. The seller’s right to cure before the time for delivery 175C. Unreasonable inconvenience or expense 176D. Buyer’s remedies 176E. Relationship with the Principles of European Contract Law (PECL) 176

Notes1. Cure in the case of early delivery 177

Article 2:104: Carriage of the goods

CommentsA. General 178B. Seller’s obligations in the case of carriage 178C. Remedies of the buyer 179D. Consumer sale 179

Notes1. Obligations relating to the carriage of goods 179

Section 2: Conformity of the Goods

Article 2:201: Conformity with the contract

CommentsA. General 181B. Agreed conformity: the obligation to ensure that the goods

are in conformity with the contract 181C. Quantity, quality and description 182D. Conformity not limited to goods as such 183E. The aliud 183F. Remedies of the buyer 183G. Relationship with the Principles of European Contract Law (PECL) 184

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Notes1. The principle of conformity with the contract (Overview) 1842. Relationship to other instances of non-performance, in particular delay 1873. The notion of ‘aliud’ 1884. Restricted liability for lack of conformity in sales ‘as is’ 190

Article 2:202: Fitness for purpose, qualities, packaging

CommentsA. General: the notion of ‘implied’ conformity 191B. Implied requirements of conformity 193C. Remedies of the buyer 195

Notes1. (Implied) criteria for establishing lack of conformity 1952. Fitness for normal purpose 1953. Fitness for particular purpose 1974. Sample/model 1985. Packaging 1996. Accessories and instructions 2007. Reasonable expectations of the buyer (in particular with respect

to the general quality standard) 2018. Further aspects 203

Article 2:203: Statements by third persons

CommentsA. General 205B. Statements made by third persons 205C. Restriction of liability for statements by third persons 206D. Relationship with the Principles of European Contract Law (PECL) 206

Notes1. Liability for (public) statements by third persons 207

Article 2:204: Incorrect installation in a consumer sale

CommentsA. General 208B. Incorrect installation by the seller or under his responsibility 208C. Incorrect installation by the consumer 209D. Remedies of the buyer 209

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Notes1. Incorrect installation 210

Article 2:205: Third party rights or claims in general

CommentsA. Relation to the notion of conformity 211B. Third party rights or claims in general 211

Notes1. Third party rights 2122. Differences with the conformity regime in general 213

Article 2:206: Third party rights or claims based on industrial propertyor other intellectual property

CommentsA. Third party rights or claims based on industrial property or

other intellectual property 214B. Restriction of seller’s liability 214

Notes1. Industrial or other intellectual property 215

Article 2:207: Buyer’s knowledge of lack of conformity

CommentsA. General 215B. Knowledge on the part of the buyer 216C. Exceptions 216D. Consumer sale 217

Notes1. Knowledge of the buyer at the time of the conclusion of the contract 2172. Pre-contractual duty to examine 218

Article 2:208: Relevant point in time for establishing conformity

CommentsA. General 219B. Existence of the lack of conformity 220C. Reversal of burden of proof in a consumer sale 220

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Notes1. Point in time of the existence of lack of conformity 2212. Burden of proof (consumer – other sales) 222

Article 2:209: Limits on derogation in a consumer sale

CommentsA. General 224B. Derogation from the conformity rules in a consumer sale 224

Notes1. Exclusion or limitation of the seller’s liability 225

Chapter 3:Obligations of the buyer

Article 3:001: Overview of obligations of the buyer

CommentsA. Main obligations of the buyer 227B. Obligation to pay the price 228C. Obligation to take delivery of the goods 228D. Obligation to take delivery of the documents 229E. Remedies of the seller 229F. Relationship with the Principles of European Contract Law (PECL) 229

Notes1. Determination of price 2292. Obligation to take delivery 231

Article 3:002: Determination of form, measurement or other features

CommentsA. General 231B. The seller’s right to make specifications 232C. Consumer sale 232D. Relationship with the Principles of European Contract Law (PECL) 232

Notes1. The seller’s right to make specifications 233

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Section 1: Payment of the Price

Article 3:101: Place and time for payment

CommentsA. General 234B. Place and time for payment 234C. Relationship with the Principles of European Contract Law (PECL) 234

Notes1. Time of payment 2352. Place of payment 235

Article 3:102: Formalities of payment

Article 3:103: Currency not expressed

Article 3:104: Price fixed by weight

CommentsA. General 237B. Formalities of payment 237C. Currency of payment 237D. Net-weight price 237E. Relationship with the Principles of European Contract Law (PECL) 238

Notes1. Formalities of payment 2382. Currency Determination 2393. Net weight price 239

Section 2: Taking Delivery of the Goods

Article 3:201: Taking delivery

CommentsA. General 240B. Enabling the seller to deliver 240C. Taking over the goods or the documents 241D. Failure to take over the goods or documents 241E. Relationship with the Principles of European Contract Law (PECL) 242

Notes1. Enforceability of the obligation to take delivery 2422. Termination due to refusal to take delivery 243

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Article 3:202: Early delivery and delivery of excess quantity

CommentsA. Scope 244B. Early delivery 244C. Excess Quantity 244D. Relationship with the Principles of European Contract Law (PECL) 245

Notes1. Early delivery 2462. Right to refuse excess quantity 2473. Determination of the price for the excess quantity 247

Chapter 4:Remedies

Section 1: Remedies of the Parties in General

Article 4:101: Application of the Principles of European Contract Law

CommentsA. General 249B. Changes to the regime of remedies provided by the Principles of

European Contract Law 249C. Buyer’s remedies in the event of seller’s failure to perform his obligations 250D. Seller’s remedies in the event of buyer’s failure to perform his obligations 252E. Consumer sale 253F. Relationship with the Principles of European Contract Law (PECL) 253

Notes1. General vs. sales-specific remedies of the buyer 2532. Overview of remedies for the seller 254

Article 4:102: Termination of the contract

CommentsA. General 256B. Termination for delay 256C. Termination for lack of conformity 257D. Relationship with the Principles of European Contract Law (PECL) 258

Notes1. Limitations to the right to terminate under general contract law 2582. Termination for delayed performance or no performance at all 259

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Article 4:103: Limits on derogation in a consumer sale

CommentsA. General 260B. Derogation from the rules on remedies in a consumer sale 260

Notes1. Exclusion or limitation of the seller’s liability 260

Section 2: Remedies of the Buyer for Lack of Conformity

Article 4:201: Overview of remedies

CommentsA. Scope of this section 262B. Overview of remedies for lack of conformity 262C. Consumer sale 264D. Relationship with the Principles of European Contract Law (PECL) 264

Notes1. Specific remedies for lack of conformity of the goods 2642. Withholding performance 2653. Price reduction 2664. Damages 267

Article 4:202: Remedying the lack of conformity

CommentsA. General 268B. Repair, replacement and other similar means to remedy lack of conformity 268C. Conditions of exercise 268D. Free of charge 269E. Buyer could have lack of conformity remedied from another source 270F. Cumulation with other remedies 270G. Consumer sale 270H. Relationship with the Principles of European Contract Law (PECL) 271

Notes1. Right for the buyer to have the lack of conformity remedied in general 2712. Special consumer regulation 2723. Limitations 2724. Costs of remedies 274

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Article 4:203: Seller’s opportunity to remedy the lack of conformity

CommentsA. General 275B. Conditions of seller’s offer to remedy the lack of conformity 275C. Buyer’s refusal to grant the seller an opportunity to remedy the lack

of conformity 276D. Relationship with the Principles of European Contract Law (PECL) 277

Notes1. Existence of the seller’s right to cure a lack of conformity 2772. Prerequisites for cure (limitations) 2783. Time limitations 2784. Number of attempts available 279

Article 4:204: Choice between repair and replacement

CommentsA. General 280B. Seller’s choice and restrictions 280C. Buyer’s choice in a consumer sale 281

Notes1. Which party may choose the method of bringing the goods into

conformity (repair or replacement)? 2822. Limits to the choice 283

Article 4:205: Resort to other remedies

CommentsA. General 283B. Hierarchy of remedies 284C. Requirements for remedying the lack of conformity 285D. Resort to other remedies 286E. Damages for loss not remedies by the seller’s cure 287F. Consumer sale 287G. Relationship with the Principles of European Contract Law (PECL) 288

Notes1. Existance of secondary remedies 2882. Preconditions for obtaining the secondary remedies 2893. Relationship between damages and other remedies 290

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Article 4:206: Termination

CommentsA. General 291B. General standard of termination 291C. Termination under a consumer sale 292D. Partial non-conformity 293E. Partial termination 293F. Termination of the entire contract 293G. Relationship with the Principles of European Contract Law (PECL) 294

Notes1. Conditions for terminating the contract due to a lack of conformity 2952. Regulation of partial conformity [including partial delivery] 2963. The right to terminate for partial conformity [including partial delivery] 2974. Damage or destruction of the goods 297

Article 4:207: Limitation of liability for damages of non-professional sellers

CommentsA. General 298B. Non-professional seller 299C. Damages limited to the amount of the contract price 299D. Exception 299E. Relationship with the Principles of European Contract Law (PECL) 300

Notes1. Protection of the non-professional seller against excessive remedies 300

Section 3: Requirements of Examination and Notification

Article 4:301: Examination of the goods

CommentsA. General 301B. Modalities of the obligation to examine the goods 301C. Failure to examine the goods 302D. Consumer sale 303E. Relationship with the Principles of European Contract Law (PECL) 303

Notes1. Duty to examine upon handing over the goods 3032. Speed of examination 3053. Examination where carriage of goods or sale in transit is involved 305

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Article 4:302: Notification of lack of conformity

CommentsA. General 306B. Modalities of the duty to notify lack of conformity 306C. Failure to notify a lack of conformity and the consequences thereof 307D. Absolute time period of two years 308E. Lack of conformity becoming apparent after the two-year period 309F. Consumer sale 309G. Relationship with the Principles of European Contract Law (PECL) 311

Notes1. General duty to notify lack of conformity 3122. Notification under commercial sale 3133. Notification under consumer sale 3144. Notification of legal defects 3145. Modalities of notification 3146. Legal consequences of a failure to notify 3157. Fixed time-limits for lack of conformity running from delivery 3168. Default or mandatory rules 3179. Related issues: periods of prescription for claims based on lack of conformity 318

Article 4:303: Notification of partial delivery

CommentsA. General 320B. No notification required 320C. Consumer sale 321D. Relationship with the Principles of European Contract Law (PECL) 321

Notes1. Notification of partial delivery in relation to notification of lack

of conformity 321

Article 4:304: Seller’s knowledge of lack of conformity

CommentsA. General 322B. Knowledge of the lack of conformity 323C. Impact on the buyer’s remedies 323D. Relationship with the Principles of European Contract Law (PECL) 323

Notes1. Relevance of seller’s knowledge of lack of conformity for the

examination and notification requirements 323

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Article 4:305: Remedy to be claimed within a reasonable time

CommentsA. General 325B. Notification of certain remedies claimed 325C. Consumer sale 326D. Relationship with the Principles of European Contract Law (PECL) 326

Notes1. Special notice of remedies necessary 327

Chapter 5:Passing of risk

Section 1: General Provisions

Article 5:101: Effect of passing of risk

CommentsA. General 329B. Consequences of the passing of risk under these Principles 329C. Different types of risk in sales 330D. Act and omission of the seller 330E. Relationship with the Principles of European Contract Law (PECL) 331

Notes1. Events that fall within the notion of risk 3312. Relation between passing of risk and rules on delivery and conformity 3323. Connection of burdens and benefits with risk 333

Article 5:102: Time when risk passes

CommentsA. General 334B. The main rule: taking over the goods or documents 334C. Lack of conformity and rules on the passing of risk 335D. Identification of the goods 335E. Exceptions 336

Notes1. Point in time when risk passes from the seller to the buyer 3362. Identification of the goods 3373. Special issues 338

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Article 5:103: Passing of risk in a consumer sale

CommentsA. General 339B. Goods placed at the consumer’s disposal 339C. Carriage of goods in a consumer sale and passing of risk 340

Notes1. Special risk regulation under consumer sales 341

Section 2: Special rules

Article 5:201: Goods placed at buyer’s disposal

CommentsA. General 342B. Goods made available at the seller’s place of business 342C. Goods made available at a place other than the seller’s place of business 343D. Consumer sale 344

Notes1. Passing of risk when the buyer is in default in taking over the goods 344

Article 5:202: Carriage of the goods

CommentsA. General 345B. Carriage of the goods and passing of the risk 346C. The carrier as an independent entity from the seller 347D. Consumer sale 347

Notes1. Sales contracts involving carriage 3472. The notion of carrier 3483. Passing of risk in a sale involving carriage 348

Article 5:203: Goods sold in transit

CommentsA. General 349B. Sale of goods in transit and the passing of risk 350C. Exception 350D. Consumer sale 350E. Relationship with the Principles of European Contract Law (PECL) 350

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Notes1. Sale of goods in transit 351

Chapter 6:Consumer goods guarantees

Article 6:101: Definition of a consumer goods guarantee

CommentsA. General 353B. Choice of terminology 354C. Undertaking 354D. Parties related to the consumer goods guarantee 354E. The content of the consumer goods guarantee 355F. Associated advertising 356G. Consumer goods guarantee free of charge and against payment 356

Notes1. Where are (consumer) guarantees regulated? 3572. Definition of the guarantee in consumer sales 3583. Parties to the guarantee 3604. Legal form of the guarantee 3615. Guarantee – associated advertising releationship 3626. Guarantees against payment 363

Article 6:102: Binding nature of the guarantee

CommentsA. General 364B. Transferability of the consumer goods guarantee 364C. Acceptance requirements 364D. Relationship with the Principles of European Contract Law (PECL) 365

Notes1. Binding nature of the guarantee 3652. Transferability of the guarantee 365

Article 6:103: Guarantee document

CommentsA. General 367B. Consumer goods guarantee in relation to remedies for lack of conformity 368C. Information necessary for making claims 368D. Territorial limitations 368

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E. Language of the consumer goods guarantee 369F. The consumer goods guarantee document 369G. Infringement of the content requirements 370

Notes1. The guarantee’s form requirement 3702. Content of the guarantee document 3713. Language requirements 3724. Infringement of the form and content requirements 3735. Extra protection offered by the guarantee 374

Article 6:104: Coverage of the guarantee

CommentsA. General 375B. Default coverage of the consumer goods guarantee 375

Notes1. Duration of the default guarantee 3772. Default cover of the guarantee: defect and remedies 3783. Costs of invoking and performing the guarantee 379

Article 6:105: Guarantee confined to specific parts

CommentsA. General 380B. Effectiveness of the limitation 380

Notes1. Guarantee on specific parts only 381

Article 6:106: Maintenance instructions

CommentsA. General 382B. Maintenance instructions 382

Notes1. Maintenance instructions 383

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Article 6:107: Burden of proof

CommentsA. General 385B. Burden of proof 385

Notes1. Reversal of the burden of proof 386

Article 6:108: Prolongation of the guarantee period

CommentsA. General 387B. Prolongation of the guarantee period 387

Notes1. Prolongation of the guarantee period 388

Annexes

Abbreviations 391

Table of National Legislation 429

Table of UK Cases 463

Table of International Instruments 465

Table of PECL 467

Bibliography 469

Official Documents 479

Index 481

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