¹ At first, the plan was broader in conception. See, for example, the Succession Law, 1965, and the illuminating comments of Dr.Yadin, U. in (1966) I Is.L.R. 132.Google Scholar

² See Final Act of the Diplomatic Conference on the Unification of Law Governing the International Sale of Goods, The Hague, April 1964. The English text of the Convention and Uniform Law has been reproduced in Unification of Law (Year Book) (1964). Unidroit, Rome; (1964) 13 Am. J. Comp. L. 453 and (1965) 30 Law and Contemporary Problems 425.

³ Art. I provides:

“1. Each contracting State undertakes to incorporate into its own legislation, in accordance with its constitutional procedure,, not later than the date of the entry into force of the present Convention in respect of that State, the Uniform Law on the International Sale of Goods (hereinafter referred to as “the Uniform Law”) forming the annex to the present Convention.

2. Each Contracting State may incorporate the Uniform Law into its own legislation either in one of the authentic texts or in a translation into its own language or languages.

3. Each Contracting State shall communicate to the Government of the Netherlands the texts which it has incorporated into its legislation to give effect to the present Convention.”

The authentic texts of the Convention are in French and English.

⁴ The Chapter on Sales in the French C.C. contains 120 articles, the German B.G.B. 80 articles, the Italian C.C. 82 articles and the Swiss O.R. 53 articles.

⁵ Law of Contracts (Remedies for Breach of Contract) Law, 1965, published in Hatza'ot Hok No. 650 of 1965.

⁶ An authorized English translation is in the process of publication.

⁷ Compare the different uses of the terms “sale”, “contract to sell”, “contract for sale” and “contract of sale” in the American Uniform Commercial Code (sec. 2. 106), Uniform Sale of Goods Act (sec. 1) and the English Sale of Goods Act, 1899 (sec. 1). Continental practice is not consistent in this respect; in the Romance systems, perhaps due to language considerations, “sale” is equated to “contract of sale” of the Germanic systems (see French C.C. § 1582, German B.G.B. § 433 and both versions of the Swiss O.R. § 184).

⁸ Unconscionable contracts, for example, are fully treated in the Standard Contracts Law, 1964 (18 L.S.I. 51), but see sec. 16 of the Sales Law. On the other hand, provisions governing performance contemplated by trade terms are not dealt with in this Law, or in the Uniform Law. The American Commercial Code takes a different attitude, but Professor J. Honnold inclines to the view that the Uniform Law chose the wiser course; see his article, “The Uniform Law on International Sales” (1965) 30 Law and Contemp. Prob. 326, 341. Trade terms are referred to incidentally in sec. 5 of the new Law covering agreements and usages.

⁹ Compare the corresponding provisions in art. 9 of the Uniform Law.

¹⁰ B.G.B. § 242 (“The debtor is bound to effect the performance according to the requirements of good faith, ordinary usage being taken into account”). See also § 157.

¹¹ Sec. 1–203 (“Every contract or duty within this Act imposes an obligation of good faith in its performance or enforcement”).

¹² (1964) 13 I.C.L.Q. 1316, 1330.

¹³ See Szakats, A., “The Influence of Common Law Principles in the Uniform Law on the International Sale of Goods” (1966) 15 A.J.L. 749, 753.Google Scholar

¹⁴ Prof. Honnold, supra, n. 8 at 337, gives a restrictive construction to art. 33(2), as applying merely to such cases where the seller bills for the quantity only of conforming goods.

¹⁵ Art. 18 of the Uniform Law states that the “seller shall effect delivery of the goods, hand over the documents relating thereto and transfer the property in the goods, as provided by the contract and the present Law”. The question of “documents relating to the thing sold” is dealt with in the new Law under sec. 26. The words “as provided by the contract and the present law” are superfluous since they are implied in the words “the thing sold”.

¹⁶ Art. 56 of the Uniform Law states that the “buyer shall pay the price for the goods and take delivery of them as required by the contract and the present Law”. In view of the fact that delivery in the new Law is defined somewhat differently than in the Uniform Law, it was thought best to stress the actual receipt of the goods rather than revert to the concept of delivery.

¹⁷ See Report of the Special Commission appointed by the Hague Conference (Doc./V/Prep./l of 1963) at p. 24: “In the Rome Draft, a very original concept of delivery made its appearance, it being regarded as a unilateral act of the seller accomplishing all that was incumbent on him in order that the thing sold be delivered to the buyer.…This system has the merit of radically separating the two obligations relating to the delivery of the goods, the seller having fulfilled his duty from the moment when he completed all the acts by which he ought to dispatch the goods to the buyer, even if the buyer does not take delivery. Nevertheless it seemed to the Commission that this notion, however interesting it was at the level of legal theory, was open to a number of objections, and it seemed expedient to reject it in order to adopt a more classic concept of delivery.” The Note of the Special Commission on the Observations Presented by Various Governments (Doc./V/Prep./3 of 1963) states: “The question has been raised whether delivery consists in a transfer necessarily implying physical displacement or if it could not be satisfied by ‘constitutum possessorium’ or ‘a traditio brevi manu’. The Commission did not think it should make any pronouncement on this point, which should be studied by the Conference. On the one hand, it is hard to see why there should not be delivery in these cases; on the other, the fact that the Draft does not touch on the transfer of property renders the question delicate.” It should be pointed out that the Conference, too, did not make any pronouncements on this subject.

¹⁸ See sec. 22 dealing with transfer of risk.

¹⁹ Where the contract of carriage is made with the seller, it may be argued that the provision would be inoperative until third-party beneficiary contracts are recognized or wider effect is given to assignment of rights, under Israel Law (see Bill on Transfer of Obligations, 1965, Hatza'ot Hok. No. 657, 1965).

²⁰ See supraat n. 5.

²¹ Cf. sec. 35 and 11 (c) of the Sale of Goods Act, 1893.

^21a See secs. 12, 14, 15 and 16.

²² The periods of prescription under the Prescription Law, 1958, are 7 years generally and 15 years in cases of claims relating to land (25 years, if the land was registered under the Land (Settlement of Title) Ordinance).

²³ In cases not covered by the Sales Law, sec. 8 of the Prescription Law applies and provides that “where the facts constituting the cause of action were unknown to the plaintiff for reasons beyond his control and which he could not have eliminated even by exercise of reasonable care, the period of prescription shall begin on the day on which such facts became known to him”.

²⁴ In the Uniform Law, no such distinction is made and notice must in all cases be given within two years.

²⁵ The section assumes that the buyer did not otherwise have knowledge of the nonconformity. This is borne out by sec. 12 and the second part of sec. 16 which denies the buyer the right to rely on the non-conformity if notice thereof has not been given by him promptly after having discovered it.

²⁶ Translated into English in (1956) 5 A.J.C.L. 650.

²⁷ See English Sale of Gods Act, 1893, sec. 17; Uniform Commercial Codesec. 2–401(1); French C.C. § 1583. On the other hand, see German B.G.B. § 929.

²⁸ See Unidroit, Etude XLV, Good Faith Purchaser, Doc. 1/1968 (in French).

²⁹ Kahn v. Spinney's Ltd. (1937) 4 P.L.R. 1, 2.

³⁰ See Barnett v. Barnett (1958) 12 P.D. 565; Goldman v. Goldman (1959) 13 P.D. 1085; 3 S.J. 313.

³¹ See study by Sauveplanne, Jean Georges, “La Protection De l'Acquéreur de Bonne Foi d'Objets Mobiliers Corporels”, Unidroit Year-Book 1961, 43–153.Google Scholar

³² Sec. 22–26 of Sale of Goods Act, 1893.

³³ C.C. §§ 1153–1157.

³⁴ See e.g. German B.G.B. §§ 932–936.

³⁵ Sec. 2–403(2).