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ACCA Applied Skills · Corporate and Business Law (Global)

Obligations of the Seller and Buyer, and Provisions Common to Both

This chapter covers the UN Convention on Contracts for the International Sale of Goods (CISG). The seller must deliver conforming goods and documents and transfer property. The buyer must pay and take delivery. Then learn remedies, anticipatory breach, risk, exemptions, interest and avoidance. Solve questions by finding the breach, its seriousness, then the remedy.

What this chapter covers

This chapter deals with what each party to an international sale of goods must do under the CISG, and what happens when they fail. You start with the seller's duties: delivery, conforming goods, documents and title. You then move to the buyer's duties: paying the price and taking delivery. After that come the remedies, and the rules that apply to both sides.

The second half of the chapter holds the provisions common to both parties. These include anticipatory breach, instalment contracts, passing of risk, preserving goods, exemption from liability, interest and the effects of avoidance. Many exam questions test these by giving a short scenario and asking which rule applies.

The chapter links to the earlier work on contract formation and the scope of the CISG. You must know when the Convention applies before you apply its duties. It also connects to the wider contract law and remedies material in the paper, so comparing the CISG approach with general contract law helps you remember it.

This chapter is rich in short, rule-based facts, which suits the all-or-nothing objective questions in LW. Each Section A question is a single rule applied to a few facts, and the Section B multi-task questions often use a sale scenario where several of these rules appear together. If you can name the breach, decide whether it is fundamental, and choose the right remedy, you can earn marks quickly. A wrong option earns nothing, so precision on conditions matters more than broad understanding.

Obligations of the seller and buyer, and provisions common to both: topics in the order to study them

  1. 1Seller's Obligations under CISGStart here because most disputes begin with the seller's delivery, conformity or documents, and it sets the vocabulary for breach.
  2. 2Buyer's Obligations under CISGIt mirrors the seller's duties, so it is quick to learn once you know the seller side.
  3. 3Remedies for Breach under CISGRemedies make sense only after you know which duties can be breached, and they are heavily tested.
  4. 4Anticipatory Breach and Instalment ContractsThese apply the remedies to breaches that are expected or that occur in parts.
  5. 5Passing of Risk and Preservation of GoodsRisk rules decide who bears loss, and they build on delivery and breach concepts already covered.
  6. 6Exemptions, Interest and Effects of AvoidanceFinish with the common provisions that tie the chapter together and show what happens after a contract is ended.

How to prepare Obligations of the seller and buyer, and provisions common to both

Treat this chapter as a chain: duty, breach, remedy, consequence. Learn each link and practise applying it to short facts.

  1. Read the seller's and buyer's duties and write each one as a single plain sentence.
  2. Build a one-page table in your notes of each breach, the remedies available and any conditions, such as the need for a fundamental breach before avoidance.
  3. Learn the key conditions precisely, including any time limits or notice requirements, since options often differ by one condition.
  4. Study the common provisions as a set: anticipatory breach, instalments, risk, preservation, exemption, interest and effects of avoidance.
  5. Practise objective questions by first naming the party in breach, then the type of breach, then the remedy, before reading the options.
  6. For multi-task scenarios, answer each task separately and do not let an earlier answer carry over to a later one.
  7. Revise the chapter a day later and a week later using your one-page table, not the full notes.

Common mistakes in Obligations of the seller and buyer, and provisions common to both

  • Applying the CISG without checking that it governs the contract.

    Fix: Always confirm it is an international sale of goods within the Convention's scope first.

  • Treating every breach as allowing the contract to be avoided.

    Fix: Ask whether the breach is fundamental before choosing avoidance, and consider lesser remedies first.

  • Mixing up when risk passes with when ownership passes.

    Fix: Treat risk as its own topic and learn the CISG risk rules separately from title.

  • Overstating the exemption for impediments.

    Fix: Remember it protects against damages only, and other remedies may still be available.

  • Ignoring notice requirements.

    Fix: Check whether the innocent party gave notice in time and in the right way before awarding a remedy.

  • Choosing an option that is true in general but not on the stated facts.

    Fix: Match each option to the exact facts and eliminate those whose conditions are not met.

Last-day revision: Obligations of the seller and buyer, and provisions common to both

  • The CISG must apply to the contract before any of its duties matter.
  • The seller must deliver the goods, hand over documents and transfer property in them.
  • Goods must match the contract in quantity, quality, description and packaging.
  • The buyer must pay the price and take delivery of the goods.
  • Remedies depend on how serious the breach is, so check whether it is fundamental.
  • Avoidance of the contract is generally a remedy of last resort for serious breach.
  • Anticipatory breach lets the other party act before the due date in the right circumstances.
  • In instalment contracts, a breach of one instalment may affect only that instalment or later ones, depending on its effect.
  • Risk rules decide who bears loss or damage to goods after risk has passed.
  • A party in possession of goods may need to take reasonable steps to preserve them.
  • An impediment beyond a party's control can exempt it from damages, but not from every remedy.
  • Interest is payable on sums in arrears, and avoidance releases both parties from their main duties.

Obligations of the seller and buyer, and provisions common to both practice questions

Obligations of the seller and buyer, and provisions common to both in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Obligations of the seller and buyer, and provisions common to both: frequently asked questions

What is the CISG in ACCA LW?

It is the UN Convention that governs international contracts for the sale of goods between parties in different states. In LW you learn its rules on seller and buyer duties, remedies, risk and related provisions.

How do I decide whether a breach is fundamental?

Ask whether the breach substantially deprives the other party of what it was entitled to expect under the contract. If it does, and the breaching party could foresee this, the breach is generally treated as fundamental. Then avoidance may be available.

Is this chapter tested in Section A or Section B?

It can appear in both. Section A tests single rules, while Section B multi-task questions may use one sale scenario to test several duties, remedies and common provisions.

Do I need to memorise article numbers?

Focus on understanding the rules and their conditions. Questions test how rules apply to facts, so knowing what each rule says matters more than its number.