## Facts

- A French buyer ordered batches of electronic components from a German seller acting through a liaison office in France.
- The buyer accepted the supplier’s stated prices but requested reductions reflecting market price decreases.
- The seller confirmed that prices could be adjusted upward or downward in line with the market, while noting some items could not be delivered.
- After a telephone exchange, the seller sent a telex recording the buyer’s agreement to amend one item of the order.
- The buyer later attempted further order modifications by telex; the seller rejected those changes for short-term deliveries.
- A dispute arose over price, delivery dates, and quantities; the seller sued for payment of delivered goods, and the buyer asserted that some deliveries exceeded agreed quantities.
- The trial court ordered the buyer to pay the seller (in Deutsche Marks plus interest and costs), and the buyer appealed, disputing contract formation and price determination under the CISG and French law.

## Issues

1. Whether the sale was an international transaction governed by the CISG despite negotiations through the seller’s French liaison office.
2. Whether a contract was formed under the CISG and, if so, when it became effective.
3. Whether later modifications and disagreements prevented contract formation under CISG Article 19.
4. Whether a market-based price-adjustment clause made the price insufficiently determined or determinable, affecting enforceability.
5. What consequences followed if the seller delivered quantities exceeding those ordered.

## Decision

- The court held the CISG applied because the seller’s French liaison office lacked separate legal personality; the contracting parties were a French company and a German company.
- The court found a valid sales contract was formed and became effective when the buyer received the seller’s acceptance, consistent with CISG Article 23.
- The court rejected the buyer’s argument that later communications prevented formation under CISG Article 19, treating them as post-formation adjustments or attempted modifications.
- The court held the market-based price-adjustment agreement did not render the price indeterminable; the buyer remained bound to pay the invoiced price as acknowledged and billed.
- The court held that if quantities delivered exceeded the order, the buyer had to return any surplus immediately.
- The court affirmed the judgment ordering the buyer to pay the seller for delivered goods, with interest and costs.

## Legal Principles

- A sale remains “international” for CISG purposes when the contracting entities are in different States, even if negotiations occur through a liaison office lacking separate legal personality.
- Under CISG Article 23, a contract is concluded when the acceptance becomes effective (upon receipt by the offeror), and later disputes do not necessarily negate formation.
- Communications seeking changes after a contract is concluded may be treated as proposed modifications rather than counter-offers invalidating formation under CISG Article 19.
- A price-revision clause tied to market conditions does not, by itself, make the price indeterminable where an initial price is stated and an adjustment mechanism is agreed.
- Where a buyer claims over-delivery, the buyer must promptly return surplus goods rather than retain them while disputing payment obligations.

## Conclusion

The court applied the CISG to an international sale between French and German companies, held the contract was concluded upon the buyer’s receipt of acceptance, enforced a market-linked price-adjustment arrangement as compatible with determinable pricing, and required immediate return of any surplus goods, affirming the seller’s right to payment for delivered goods.


Société Fauba Fr. FDIS GC Électronique v. Fujitsu Mikroelektronik GmbH, UNCITRAL CLOUT Case No. 158 (Fr. Ct. App. Paris 1992)