## Facts

- A U.S. buyer purchased copper mold plates from a German manufacturer in two related transactions documented by quotations, purchase orders, and order confirmations.
- For the first transaction, the seller issued a quotation; the buyer sent a purchase order referencing the quotation; the seller then sent an order confirmation matching the buyer’s order number.
- For the second transaction, the seller issued a quotation; the buyer sent a purchase order referencing that quotation; the seller sent an order confirmation listing the buyer’s order number.
- Each quotation stated that it was made according to the seller’s standard conditions of sale available on the seller’s website, and included language that any offered payment target assumed sufficient coverage by the seller’s credit-insurance company.
- The order confirmations again referred the buyer to the seller’s website standard conditions.
- After the documentation exchange, the seller informed the buyer it would require advance payment (or equivalent security) because it could not obtain sufficient credit insurance for the buyer.
- The buyer treated the demand for advance payment as a refusal to perform and decided to obtain the goods from a different supplier.
- The buyer sued for breach of contract; the seller counterclaimed for breach by repudiation and also asserted tort claims not resolved in the ruling.
- The parties filed cross-motions for judgment on the pleadings under Rule 12(c) on their competing contract claims.

## Issues

1. Whether the CISG governed the parties’ contract for the international sale of goods between a U.S. buyer and a German seller.
2. Whether the seller’s website standard conditions, including a credit-insurance/advance-payment risk term, were incorporated into the parties’ contract under the CISG.
3. Whether the seller breached by demanding advance payment after credit insurance was unavailable, or instead acted within the contract’s payment-risk terms.
4. Whether the buyer’s refusal to provide advance payment and decision to procure elsewhere constituted repudiation/anticipatory breach under the CISG warranting judgment on the pleadings.

## Decision

- The court applied the CISG to the contract dispute.
- The court denied the buyer’s motion for judgment on the pleadings on the seller’s breach counterclaim.
- The court granted the seller’s cross-motion for judgment on the pleadings as to (i) the buyer’s breach claim and (ii) the seller’s breach counterclaim.
- The court held the seller did not breach by requiring advance payment once credit insurance could not be obtained because that condition was part of the incorporated standard terms.
- The court held the buyer repudiated the contract by refusing to comply with the agreed payment structure and by obtaining the goods from another source.
- The court did not decide the seller’s defamation and intentional interference claims because the motions did not address them.

## Legal Principles

- The CISG governs a contract for the sale of goods between parties located in different Contracting States, absent an effective exclusion.
- Under the CISG, contract terms may be incorporated where the offer documents clearly reference standard terms and the parties’ exchange of documents reflects acceptance of the offer as framed.
- A payment provision conditioned on the seller’s ability to obtain credit insurance may permit the seller to require advance payment (or comparable security) when insurance coverage is unavailable, without constituting a contractual modification or breach.
- Under the CISG, a party’s clear refusal to perform an essential contractual obligation can constitute repudiation/anticipatory breach, supporting liability on a counterclaim and defeating the refusing party’s breach claim.

## Conclusion

The court concluded on the pleadings that the seller’s referenced standard terms were part of the CISG contract and authorized an advance-payment demand when credit insurance was unavailable; the buyer’s refusal to comply and purchase elsewhere amounted to repudiation, entitling the seller to judgment on the parties’ competing contract claims.


Roser Techs., Inc. v. Carl Schreiber GmbH, No. 1:11-cv-00302, 2013 WL 4852314 (W.D. Pa. Sept. 10, 2013)