## Facts

- A U.S. buyer contracted with a Spanish seller to purchase about 1,500 tons of concentrated grape must, a perishable product.
- The contract used an “ex factory” (EXW) term requiring the buyer to collect the goods in batches at the seller’s premises during a stated production-linked period (approximately October 1997 to February 1998).
- The buyer had financing difficulties and did not open the required documentary credit until late November 1997, delaying collection of the first batch.
- During the delay, the grape must materially deteriorated in quality (including loss of color).
- The buyer claimed it could collect at any time within the stated date range and that the seller was responsible for the deterioration.
- The trial court applied the CISG, ruled for the seller, and awarded damages against the buyer; the buyer appealed.

## Issues

1. Whether the CISG governed the dispute between a U.S. buyer and a Spanish seller.
2. Whether the CISG required an autonomous, internationally oriented method of interpretation, including consideration of international materials and Incoterms.
3. Under an EXW term and a stated collection window for perishable goods, whether the buyer had a duty to collect within a reasonable time tied to the goods’ nature and the seller’s production process.
4. Whether the buyer could treat the collection period as a unilateral option and shift responsibility for deterioration to the seller.
5. How the buyer’s duties to examine and give notice of non-conformity (and any limits on the seller’s defenses) applied when the alleged “defect” resulted from the buyer’s delay, and which party bore the burden of proof.

## Decision

- The appellate court held the CISG applied because both countries were Contracting States (CISG art. 1(1)(a)).
- The court rejected the buyer’s position that it could freely choose any collection date within the broad window regardless of consequences for a perishable product.
- Interpreting the contract in light of the goods’ nature, the production process, good faith in international trade (CISG art. 7(1)), and the EXW allocation of responsibilities, the court found the buyer breached its obligation to take delivery on time.
- The court attributed the deterioration to the buyer’s delay and held the seller not liable for the loss of quality.
- The court dismissed the appeal and affirmed the judgment awarding damages to the seller.

## Legal Principles

- The CISG applies to contracts of sale between parties in different Contracting States under CISG art. 1(1)(a).
- CISG interpretation must be autonomous and oriented toward uniformity (CISG art. 7), and may consider international interpretive aids and internationally recognized trade terms (including Incoterms) to clarify parties’ obligations.
- In an EXW sale, the buyer generally bears responsibility to take delivery at the seller’s premises and to organize collection; delay in taking delivery can place resulting deterioration risk on the buyer when the goods are available for pickup as agreed.
- A stated delivery/collection period for perishable goods is construed in a manner consistent with the goods’ nature, the seller’s production constraints, and good faith; it is not read as granting the buyer an unfettered timing choice that foreseeably harms the goods.
- Where the buyer alleges non-conformity, it bears the burden to show seller-responsible non-conformity at the relevant time; deterioration caused by the buyer’s own delay is treated as a consequence of the buyer’s breach rather than a seller-attributable lack of conformity.

## Conclusion

Applying the CISG and an internationally oriented interpretive method, the appellate court held the buyer’s late EXW collection breached its duty to take delivery in due time and caused the deterioration of the perishable goods, so the seller was not liable and the seller’s damages award was affirmed.


Americana Juice Import, Inc. v. Cherubino Valsangiacomo S.A., No. 405/2003 (Audiencia Prov. Valencia June 7, 2003)