## Facts

- A Dutch seller and a German buyer formed an international sales contract for acrylic blankets in multiple designs, for about DEM 73,409.10.
- After delivery, the buyer complained of quality defects and asserted that five reels/bundles were missing.
- The buyer’s missing-goods notice did not identify which designs were missing, despite the shipment comprising different designs.
- The seller offered substitute performance by supplying additional/new blankets, which the buyer refused.
- About eight weeks after delivery, the buyer declared the contract avoided and refused to pay.
- The seller sued for payment of the price under the CISG; the buyer also asserted that the sale was conditional on an exclusive distributorship arrangement allegedly violated by the seller.

## Issues

1. Whether the buyer lost the right to rely on alleged non-conformity because it failed to give timely and sufficiently specific notice under CISG Article 39(1).
2. Whether the alleged defects and missing quantity constituted a fundamental breach under CISG Article 25 allowing avoidance under Article 49(1)(a).
3. Whether the buyer’s avoidance declaration, made eight weeks after delivery, was made within a reasonable time under CISG Article 49(2)(b)(i).
4. Whether the seller’s willingness to cure under CISG Article 48(1) affected the fundamental-breach and avoidance analysis.
5. Whether the buyer’s refusal of cure barred damages and price reduction under CISG Articles 50 and 80.

## Decision

- The court ruled for the seller and ordered payment of the contract price.
- The buyer’s notice regarding missing goods was insufficiently specific under Article 39(1), so the buyer lost the right to rely on the asserted lack of conformity.
- The buyer lost the right to avoid because it did not declare avoidance within a reasonable time under Article 49(2)(b)(i); eight weeks was unreasonable on these facts.
- Even assuming serious quality defects, there was no fundamental breach under Article 25 because the seller offered substitute goods under Article 48(1) without unreasonable inconvenience to the buyer.
- The buyer’s unjustified refusal of cure barred damages and also eliminated the right to reduce the price under Articles 80 and 50.

## Legal Principles

- CISG Article 39(1) requires notice that specifies the nature of the non-conformity; a notice of missing goods must be detailed enough to let the seller identify what is missing.
- The “reasonable time” to declare avoidance under CISG Article 49(2)(b)(i) depends on the circumstances, but extended delay after delivery can forfeit the avoidance remedy.
- Fundamental breach under CISG Article 25 may depend not only on the seriousness of defects but also on whether the seller offers an adequate cure under Article 48(1) without unreasonable inconvenience.
- A buyer that unjustifiably refuses a reasonable cure may be precluded, under CISG Article 80, from relying on the seller’s non-performance to claim damages and may also lose the remedy of price reduction under Article 50.
- When avoidance and price reduction are unavailable, the buyer remains obligated to pay the price under CISG Article 53.

## Conclusion

The court held the buyer liable for the price because the buyer’s non-conformity notice was too unspecific, its avoidance was untimely, the seller’s offer to cure prevented a finding of fundamental breach, and the buyer’s refusal to accept cure barred damages and price reduction.


Acrylic Blankets Case (CLOUT 282), 2 U 31/96 (Oberlandesgericht Koblenz Jan. 31, 1997)