Article 57

　　（1） If the buyer is not bound to pay the price at any other particularplace， he must pay it to the seller：

　　（a） at the seller's place of business； or

　　（b） if the payment is to be made against the handing over of the goodsor of documents， at the place where the handing over takes place.

　　（2） The seller must bear any increase in the expenses incidental topayment which is caused by a change in his place of business subsequent tothe conclusion of the contract.

　　Article 58

　　（1） If the buyer is not bound to pay the price at any other specifictime， he must pay it when the seller places either the goods or documentscontrolling their disposition¹ at the buyer's disposal in accordance withthe contract and this Convention. The seller may make such payment acondition for handing over the goods or documents.

　　（2） If the contract involves carriage of the goods， the seller maydispatch the goods on terms whereby the goods， or documents controllingtheir disposition， will not be handed over to the buyer except againstpayment of the price.

　　（3） The buyer is not bound to pay the price until he has had anopportunity to examine the goods， unless the procedures for delivery orpayment agreed upon by the parties are inconsistent with his having suchan opportunity.

　　Article 59

　　The buyer must pay the price on the date fixed² by or determinable fromthe contract and this Convention without the need for any request orcompliance with any formality an the part of the seller.

　　Section II Taking delivery

　　Article 60

　　The buyer's obligation to take delivery consists：

　　（a） in doing all the acts which could reasonably be expected of him inorder to enable the seller to make delivery； and

　　（b） in taking over the goods.

　　Section III Remedies for breach³ of contract by the buyer

　　Article 61

　　（1） If the buyer fails to perform any of his obligations under thecontract or this Convention， the seller may：

　　（a） exercise the rights provided in articles 62 to 65；

　　（b） claim damages as provided in articles 74 to 77.

　　（2） The seller 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 buyer by a court orarbitral tribunal when the seller resorts to a remedy for breach ofcontract.

　　Article 62

　　The seller may require the buyer to pay the price， take delivery orperform his other obligations， unless the seller has resorted to a remedywhich is inconsistent with this requirement.

　　Article 63

　　（1） The seller may fix an additional period of time of reasonablelength for performance by the buyer of his obligations.

　　（2） Unless the seller has received notice from the buyer that he willnot perform within the period so fixed， the seller may not， during thatperiod， resort to any remedy for breach of contract. However， the selleris not deprived thereby⁴ of any right he may have to claim damages fordelay in performance.

　　Article 64

　　（1） The seller may declare the contract avoided：

　　（a） if the failure by the buyer to perform any of his obligationsunder the contract or this Convention amounts to a fundamental breach ofcontract； or

　　（b） if the buyer does not， within the additional period of time fixedby the seller in accordance with paragraph （1） of article 63， perform hisobligation to pay the price or take delivery of the goods， or if hedeclares that he will not do so within the period so fixed.

　　（2） However， in cases where the buyer has paid the price， the sellerloses the right to declare the contract avoided unless he does so：

　　（a） in respect of late performance by the buyer， before the seller hasbecome aware that performance has been rendered； or

　　（b） in respect of any breach other than late performance by the buyer，within a reasonable time：

　　（i） after the seller knew or ought to have known of the breach； or

　　（ii） after the expiration⁵ of any additional period of time fixed bythe seller in accordance with paragraph （1） of article 63， or after thebuyer has declared that he will not perform his obligations within such anadditional period.

　　Article 65

　　（1） If under the contract the buyer is to specify⁶ the form，measurement or other features of the goods and he fails to make suchspecification either on the date agreed upon or within a reasonable timeafter receipt of a request from the seller， the seller may， withoutprejudice to any other rights he may have， make the specification⁷ himselfin accordance with the requirements of the buyer that may be known to him.

　　（2） If the seller makes the specification himself， he must inform thebuyer of the details thereof and must fix a reasonable time within whichthe buyer may make a different specification. If， after receipt of such acommunication， the buyer fails to do so within the time so fixed， thespecification made by the seller is binding⁸.

　　Chapter IV Passing of Risk

　　Article 66

　　Loss of or damage to the goods after the risk has passed to the buyerdoes not discharge him from his obligation to pay the price， unless theloss or damage is due to an act or omission⁹ of the seller.

　　Article 67

　　（1） If the contract of sale involves carriage of the goods and theseller is not bound to hand them over at a particular place， the riskpasses to the buyer when the goods are handed over to the first carrierfor transmission to the buyer in accordance with the contract of sale. Ifthe seller is bound to hand the goods over to a carrier at a particularplace， the risk does not pass to the buyer until the goods are handed overto the carrier at that place. The fact that the seller is authorized¹⁰ toretain documents controlling the disposition of the goods does not affectthe passage of the risk.

　　（2） Nevertheless， the risk does not pass to the buyer until the goodsare clearly identified to the contract， whether by markings on the goods，by shipping¹¹ documents， by notice given to the buyer or otherwise.

　　Article 68

　　The risk in respect of goods sold in transit¹² passes to the buyer fromthe time of the conclusion of the contract. However， if the circumstancesso indicate， the risk is assumed by the buyer from the time the goods werehanded over to the carrier who issued the documents embodying¹³ the contractof carriage. Nevertheless， if at the time of the conclusion of thecontract of sale the seller knew or ought to have known that the goods hadbeen lost or damaged and did not disclose this to the buyer， the loss ordamage is at the risk of the seller.

　　Article 69

　　（1） In cases not within articles 67 and 68， the risk passes to thebuyer when he takes over the goods or， if he does not do so in due time，from the time when the goods are placed at his disposal and he commits abreach of contract by failing to take delivery.

　　（2） However， if the buyer is bound to take over the goods at a placeother than a place of business of the seller， the risk passes whendelivery is due and the buyer is aware of the fact that the goods areplaced at his disposal at that place.

　　（3） If the contract relates to goods not then identified， the goodsare considered not to be placed at the disposal of the buyer until theyare clearly identified to the contract.

　　Article 70

　　If the seller has committed a fundamental breach of contract， articles67， 68 and 69 do not impair¹⁴ the remedies available to the buyer on accountof the breach.

　　Chapter V Provisions Common to the Obligations of the Seller and of Buyer

　　Section I Anticipatory¹⁵ breach and instalment contracts

　　Article 71

　　（1） A party may suspend the performance of his obligations if， afterthe conclusion of the contract， it becomes apparent that the other partywill not perform a substantial part of his obligations as a result of：

　　（a） a serious deficiency in his ability to perform or in hiscreditworthiness； or

　　（b） his conduct in preparing to perform or in performing the contract.

　　（2） If the seller has already dispatched the goods before the groundsdescribed in the preceding paragraph become evident， he may prevent thehanding over of the goods to the buyer even though the buyer holds adocument which entitles him to obtain them. The present paragraph relatesonly to the rights in the goods as between the buyer and the seller.

　　（3） A party suspending performance， whether before or after dispatchof the goods， must immediately give notice of the suspension to the otherparty and must continue with performance if the other party providesadequate assurance of his performance.

　　Article 72

　　（1） If prior to the date for performance of the contract it is clearthat one of the parties will commit a fundamental breach of contract， theother party may declare the contract avoided.

　　（2） If time allows， the party intending to declare the contractavoided must give reasonable notice to the other party in order to permithim to provide adequate assurance of his performance.

　　（3） The requirements of the preceding paragraph do not apply if theother party has declared that he will not perform his obligations.

　　Article 73

　　（1） In the case of a contract for delivery of goods by instalments， ifthe failure of one party to perform any of his obligations in respect ofany instalment constitutes a fundamental breach of contract with respectto that instalment， the other party may declare the contract avoided withrespect to that instalment.

　　（2） If one party's failure to perform any of his obligations inrespect of any instalment gives the other party good grounds to concludethat a fundamental breach of contract will occur with respect to futureinstalments， he may declare the contract avoided for the future， providedthat he does so within a reasonable time.

　　（3） A buyer who declares the contract avoided in respect of anydelivery may， at the same time， declare it avoided in respect ofdeliveries already made or of future deliveries if， by reason of theirinterdependence， those deliveries could not be used for the purposecontemplated by the parties at the time of the conclusion of the contract.

　　Section II Damages

　　Article 74

　　Damages for breach of contract by one party consist of a sum equal tothe loss， including loss of profit， suffered by the other party as aconsequence of the breach. Such damages may not exceed the loss which theparty in breach foresaw or ought to have foreseen at the time of theconclusion of the contract， in the light of the facts and matters of whichhe then knew or ought to have known， as a possible consequence of thebreach of contract.

　　Article 75

　　If the contract is avoided and if， in a reasonable manner and within areasonable time after avoidance， the buyer has bought goods in replacementor the seller has resold the goods， the party claiming damages may recoverthe difference between the contract price and the price in the substitutetransaction as well as any further damages recoverable under article 74.

　　Article 76

　　（1） If the contract is avoided and there is a current price for thegoods， the party claiming damages may， if he has not made a purchase orresale under article 75， recover the difference between the price fixed bythe contract and the current price at the time of avoidance as well as anyfurther damages recoverable under article 74. If， however， the partyclaiming damages has avoided the contract after taking over the goods， thecurrent price at the time of such taking over shall be applied¹⁶ instead ofthe current price at the time of avoidance.

　　（2） For the purposes of the preceding paragraph， the current price isthe price prevailing¹⁷ at the place where delivery of the goods should havebeen made or， if there is no current price at that place， the price atsuch other place as serves as a reasonable substitute， making dueallowance for differences in the cost of transporting the goods.

　　Article 77

　　A party who relies on a breach of contract must take such measures asare reasonable in the circumstances to mitigate¹⁸ the loss， including lossof profit， resulting from the breach. If he fails to take such measures，the party in breach may claim a reduction in the damages in the amount bywhich the loss should have been mitigated¹⁹.

　　Section III Interest

　　Article 78

　　If a party fails to pay the price or any other sum that is in arrears，the other party is entitled to interest on it， without prejudice to anyclaim for damages recoverable under article 74.

　　Section IV Exemptions²²

　　Article 79

　　（1） A party is not liable for a failure to perform any of hisobligations if he proves that the failure was due to an impediment beyondhis control and that he could not reasonably be expected to have taken theimpediment into account at the time of the conclusion of the contract orto have avoided or overcome it or its consequences.

　　（2） If the party's failure is due to the failure by a third personwhom he has engaged to perform the whole or a part of the contract， thatparty is exempt²⁰ from liability only of：

　　（a） he is exempt under the preceding paragraph； and

　　（b） the person whom he has so engaged would be so exempt if theprovisions of that paragraph were applied to him.

　　（3） The exemption²¹ provided by this article has effect for the periodduring which the impediment exists.

　　（4） The party who fails to perform must give notice to the other partyof the impediment and its effect on his ability to perform. If the noticeis not received by the other party within a reasonable time after theparty who fails to perform knew or ought to have known of the impediment，he is liable for damages resulting from such non-receipt.

　　（5） Nothing in this article prevents either party from exercising anyright other than to claim damages under this Convention.

　　Article 80

　　A party may not rely on a failure of the other party to perform， tothe extent that such failure was caused by the first party's act oromission

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