Meaning
Statutory time limit provisions under international sales law mandate that a buyer must notify the seller of non-conforming goods within a reasonable period. Pursuant to CISG article 39, failure to provide notice specifying the nature of the defect deprives the buyer of remedies under the contract. The rule establishes an absolute outer cutoff of two years from the date the goods were handed over, unless a contractual guarantee period specifies otherwise.
It governs international commercial sales contracts between parties in contracting states and stops applying when the seller knows or could not have been unaware of the defect.
Notice Timeliness
Courts in China evaluate reasonable time based on product perishability and inspection complexity. Inspection of complex industrial machinery allows longer evaluation periods than raw agricultural commodities. Written notification must describe specific physical discrepancies rather than general statements of dissatisfaction.
CISG article 39 requires precise itemization of non-conforming elements to give the seller an opportunity to cure the default.
Preclusion Effect
Failure to issue timely defect notices completely extinguishes contractual remedies including price reduction and damages claims. Chinese tribunals applying CISG article 39 treat the two-year deadline as a strict preclusive period rather than a procedural limitation period. The buyer loses all rights to reject shipments or withhold payment once this period expires.
Exceptions Mandate
Sellers acting in bad faith cannot invoke notice delays to escape liability. Article 40 of the convention overrides notice obligations when defects relate to facts the seller knew.
