On the Need of Specifying a Particular Purpose of the Goods in a Contract for Sale of Goods

Abstract

Non-conformity of goods is the crucial matter in many cases on sale of goods. Usually, it is not difficult to determine conformity in the legal sense, when the parties have made express statements on that issue in the contract. Factual con- formity, by contrast, depends on the actual properties of the delivered goods. For the commercial buyer who typically plans to resell the goods, the actual conformity is a matter of practical importance. Conformity in a legal sense is more important in cases when the buyer wants to use the goods himself for an intended purpose. The main objective of this article is to draw attention to the importance of specifying accurately the purpose for which the goods are being bought; the grade of quality or relevant standard as a pre-emptive measure for limiting the risk of receiving non-conforming goods in legal terms. The second purpose of this article is to compare the rules on conformity to see how they tackle the issue of allocating the risk for lack of non-conformity, and what the buyer can do to minimalize his risks. The article will start with an overview of English sales law, which has long served as the de facto international sales law for sales transactions. It then scrutinises the rules on conformity under the Convention on Contracts for International Sales of Goods (CISG). Finally, it compares all the relevant rules with Polish law.

Keywords

• non-conformity of goods
• correspondence with description
• satisfactory quality
• fitness for a particular purpose
• fitness for a general purpose
• implied terms
• physical defect
• hidden defect
• mistake about quality
• duty of acceptance of goods
• rejection right
• breach of contract
• fundamental breach