CISG

In force since January 1, 1988, the CISG applies automatically to contracts for the sale of goods between businesses in different contracting states unless the contract excludes it. It covers offer and acceptance, delivery and conformity of goods, examination and notice of defects within a reasonable time, passing of risk, fundamental breach and avoidance, damages and interest. It does not cover consumer sales, contract validity or transfer of title. About 97 states are parties, including the United States, China, Canada, Mexico and Germany, but not the United Kingdom.

The CISG governs many supply contracts between e-commerce brands and overseas manufacturers by default, often without either side realizing it. Its rules on examining goods and giving notice of defects affect whether a brand can reject a bad shipment. For example, a US brand buying from a Chinese factory without a clause excluding the CISG must examine goods promptly and notify the seller of defects within a reasonable time, so the 3PL receiving inbound goods should inspect them and report discrepancies quickly. Incoterms usually supplement the CISG on delivery and risk.

• Quality Control InspectionCheck that catches defects and wrong items
• ReceivingUnloading, checking, and recording inbound stock
• Purchase OrderPOA buyer's order document to a supplier

• Incoterms 20202020 · Current ICC trade terms for buyer and seller duties
• UCP 6002007 · ICC rules governing documentary letters of credit
• UCC Article 71952, revised 2003 · Uniform state law on warehouse receipts and bills

1. United Nations Convention on Contracts for the International Sale of Goods, UNCITRAL uncitral.un.org
2. CISG table of contracting states, Pace Institute of International Commercial Law iicl.law.pace.edu