Key Legal Provisions: Contract Breach and Seller Duties (Articles 24-42)

Posted on Dec 30, 2025 in Law & Jurisprudence

Key Provisions on International Sales Contracts (Articles 24-42)

Articles 24-26: Defining Contract Breach and Communication

  • Breach of contract occurs when one party causes the other damage that substantially deprives them of what they were entitled to expect under the contract. (TRUE)

  • If the other party is not notified, the contract is terminated. (FALSE)

  • Breach of contract shall be considered when the breached part of the contract has not provided such result. (FALSE)

  • Any type of manifestation will reach the receiver when there is a verbal, personal communication, or communication sent to the postal address or habitual residence. (TRUE)

Articles 27-30: Contractual Principles and Seller Obligations

  • Article 27: Shipping Principle

    The shipping principle is the general principle of the Convention applicable to communications once the parties have concluded their contract. (TRUE)

  • Article 28: Specific Compliance

    “Specific compliance” means requiring the other party, through a lawsuit before the courts, to fulfill its contractual obligations. (TRUE)

  • Article 29: Modification and Termination

    A written contract containing a stipulation requiring that any modification or termination by mutual agreement be made in writing may not be modified or terminated by mutual agreement in any other way. (TRUE)

  • Article 30: Main Seller Obligations

    What are the main obligations that the seller must fulfill?

    1. Delivery obligation
    2. Obligation to deliver the documents
    3. Obligation to transmit the property

Articles 31-34: Seller’s Delivery and Documentation Duties

The following statements regarding the seller’s duties are TRUE:

  • Article 31: Transport of Goods

    The seller’s obligation, when the contract of sale involves the transport of the merchandise, consists of putting them in the possession of the carrier so that they can be transferred to the buyer.

  • Article 32: Transport Insurance Information

    If the seller is not obliged to take out transport insurance, he must provide the buyer with all available information necessary to contract that insurance.

  • Article 33: Delivery Date

    The seller must deliver the goods on the date set or determinable according to the contract.

  • Article 34: Document Delivery

    The seller, if obliged to deliver documents related to the merchandise, must deliver them at the time, in the place, and in the manner fixed by the contract.

Articles 39-42: Lack of Conformity and Third-Party Rights

  1. Lack of Conformity Notification (True or False)

    The buyer will lose the right to invoke the lack of conformity of the merchandise if he does not communicate it to the seller, specifying its nature, within a reasonable period from the moment in which it has or should have discovered it. (TRUE)

  2. Seller’s Knowledge of Non-Conformity

    What articles may the seller not invoke the provisions of if the lack of conformity refers to facts that he knew or could not ignore and has not disclosed to the buyer?

    Answer: Articles 38 and 39.

  3. Intellectual Property Claims

    If rights or claims under Article 41 are based on industrial property or other types of intellectual property, the seller’s obligation shall be governed by Article 42.

  4. Freedom from Third-Party Claims (True or False)

    The seller must deliver the goods free of any rights or claims of a third party based on industrial property or other types of intellectual property that he knew or could not have ignored at the time of the conclusion of the contract, provided that the rights or claims are not based on industrial property or other types of intellectual property. (FALSE)