The French Civil Code at Article 52 provides that "a sale is an agreement by which

one party binds himself to deliver a thing and the other to pay for it." Article 433 of
the German Civil Code provides that "(1) by the contract of sale the seller of a thing
is bound to deliver the thing to the purchase and to transfer ownership of the
thing ... (2) the purchaser is bound to pay to the seller the purchase price agreed
upon and to take delivery of the thing purchased." Article 1470 of the Italian Civil
Code provides that a "sale is the contract having as its object the transfer of the
ownership of a thing or the transfer of other rights for a price."

It is argued that a general duty of the parties to cooperate can possibly be derived
from the CISG as one of the underlying principles pursuant to Article 7. 1 While the
CISG does not contain a general provision, it envisages several specific instances of
cooperation between buyer and seller. The duty of cooperation can be deduced
from the duties provided in the CISG, such as the duty to preserve goods to be
returned according to Articles 85 and 86, the duty to accept cure according to
Articles 34, 37 and 48, the duty to mitigate the loss resulting from the breach under
Article 77. These duties as well as Article 32 on shipping arrangements 2, Article 54
on the payment of the price 3 and Article 60 on buyers obligation to take delivery 4
can be interpreted to express the general principle that every party is obliged to
enable the other party to perform and not to jeopardize the contractual purpose.
Article 5.1.3 of the UNIDROIT Principles explicitly provides that each party shall
cooperate with the other party when such cooperation may reasonably be expected
for the performance of that partys obligations. In the Official Comment, it is stated
that a contract is not merely a meeting point for conflicting interests but must also,
to a certain extent, be viewed as a common project in which each party must
cooperate.5

Article 1:202 of the PECL provides that Each party owes to the other a duty to co-
operate in order to give full effect to the contract. This rule is included in the
Section 2: General Duties, which consists of two provisions, the other one being
the principle of good faith and fair dealing. The failure to cooperate when it is

1 Ferrari, Franco, Uniform Interpretation of the 1980 Uniform Sales Law, Georgia
Journal of International and Comparative Law, 24 (1994), at 226

2 Honnold, John O., Uniform Law for International Sales under the 1980 United
Nations Convention, Kluwer Law International, 3rd ed., 1999, at 246:

3 Ibid., at 350

4 Ibid., at 373

5 Official Comment to Article 5.1.3 of the UNIDROIT Principles

required under Article 1:202 constitutes a breach of the contract and consequently
gives rise to all remedies the PECL provide for nonperformance. 6

6 Lando, Ole & Hugh Beale (eds.), Principles of European Contract Law, Parts I and
II, Kluwer Law International, 2000, at 123