Accurately apply the United Nations Convention on Contracts for the international sale of goods
Accurately apply the United Nations Convention on Contracts for the international sale of goods to protect the legitimate rights and interests of the parties in accordance with the law
——Dispute over contract for international sale of goods between Poland indeco and Guangdong Aomei Aluminum Co., Ltd
On August 10, 2006 and June 10, 2010, indexo, as the buyer and Aomei, as the seller, signed two contracts for the supply of aluminum profiles. Aomei sold aluminum alloy extruded profiles to indexo. On october21,2010, the two sides held a coordination meeting. Indeco agreed to terminate the contract signed on june10,2010, temporarily terminate the cooperation relationship between the two sides, and agreed that the order of about 90 tons of goods issued to Aomei under the above contract would no longer be produced. On december19,2011, indeco filed a lawsuit with Aomei as the defendant, requesting that the aluminum profile supply contract be declared invalid and Aomei compensate for the losses. On march19,2012, Aomei filed a lawsuit with indexo as the defendant, requesting indexo to compensate for the aluminum profile processing fee and the loss of aluminum profile reheating treatment, and to pay the goods received but not paid.
Foshan intermediate people’s court held that, whether in accordance with the provisions of the United Nations Convention on Contracts for the international sale of goods or the provisions of the contract, Aomei company should first perform the obligation of supply, and indexo company will pay Aomei company after the payment terms are met. The failure of Aomei to perform its prior obligations on supply constitutes a breach of contract. After the parties have agreed to terminate the contract, indexo shall not request Aomei to compensate for the losses on the ground that the fundamental breach of contract has made the contract invalid, but may claim the liability for breach of contract. Therefore, it is ordered that Aomei company shall compensate indexo for the loss of profits, mold fees and legal service fees, and return the deposit; Indexo company pays the purchase price to Aomei company.
This case is about international goods sales contracts between Chinese enterprises and enterprises of countries along the “the Belt and Road”. In accordance with the provisions of the United Nations Convention on Contracts for the international sale of goods, the court of first instance correctly clarified the respective rights and responsibilities of both parties, and accurately identified the interpretation of different legal terms involved in the trading habits of both parties and the contract text. Both parties withdraw their appeals and submit to the judgment of first instance. This case reminds enterprises to observe the spirit of contract and prevent commercial and legal risks.