Buyer Complaint About the Goods: CISG Notice Rules and How to Reply

First, which rules apply

Start with your sales contract or the terms on your proforma invoice: the governing law and any clause on inspection, claims or warranty periods decide most of what follows. Incoterms rules set delivery, costs and risk; they do not set claim deadlines or remedies.

If the contract says nothing else, the UN Convention on Contracts for the International Sale of Goods (CISG) often applies: to sales of goods between parties whose places of business are in different Contracting States, or when the rules of private international law lead to the law of a Contracting State (Article 1), although some States declared they will not apply that second route (Article 95), and the parties may exclude the Convention (Article 6). A separate note on the CISG covers when it applies and what to put in the contract; this page is about a complaint that has already arrived.

What the buyer has to do: examine and give notice

The buyer must examine the goods, or have them examined, within as short a period as is practicable in the circumstances; when the contract involves carriage, the examination may wait until the goods arrive at their destination (Article 38).

The buyer loses the right to rely on a lack of conformity if it does not give notice to the seller specifying the nature of the lack of conformity within a reasonable time after it discovered it or ought to have discovered it, and in any event within two years of the date the goods were actually handed over, unless that conflicts with a contractual guarantee period (Article 39). A seller cannot rely on these rules for a defect it knew of, or could not have been unaware of, and did not disclose (Article 40), and a buyer with a reasonable excuse for late notice may still reduce the price or claim damages other than loss of profit (Article 44).

What the seller can do: cure, and what the buyer can ask for

The seller may, even after the date for delivery, remedy any failure at its own expense if it can do so without unreasonable delay, unreasonable inconvenience to the buyer or uncertainty about reimbursing the buyer's expenses (Article 48). If the seller asks the buyer whether it will accept performance and the buyer does not answer within a reasonable time, the seller may perform within the time it indicated.

The buyer may require performance; substitute goods only if the lack of conformity is a fundamental breach (a breach that substantially deprives it of what it was entitled to expect, Article 25), and repair unless that is unreasonable (Article 46). It may reduce the price in the same proportion as the value of the goods delivered bears to the value conforming goods would have had, but not if the seller cures the problem or the buyer refuses the seller's cure (Article 50). A buyer that has received goods it intends to reject must take reasonable steps to preserve them (Article 86).

A first reply that keeps the claim manageable

Answer the same day, even if only to say you have received the complaint and are checking. Ask for what lets you check it: the invoice and lot or carton numbers concerned, quantities, photos of the goods and the cartons with their marks, how and when the problem was found, and any survey or inspection report.

Compare the claim with your own records: the packing list, the inspection report and your packing and loading photos. If the cartons arrived damaged, the problem may have happened in transit: the buyer should note it on the delivery receipt and notify the carrier and the cargo insurer within their time limits. If it is a quality or quantity problem on your side, propose a remedy in writing (replacement, repair, a credit note against the next order or a price reduction) and agree it with the buyer before you act.

A first reply you can adapt

"Thank you for letting us know about the problem with invoice [number]. We are sorry for the trouble and are checking it now. So that we can look into it quickly, please send: the carton or lot numbers concerned and how many units are affected, photos of the goods and of the cartons showing their marks, when and how the problem was found, and any survey or inspection report. Please keep the goods and packaging until we have agreed what to do. We will reply with our findings and a proposal by [date]."

The reply admits nothing before you have checked, asks for the evidence a claim needs, asks the buyer to keep the goods, and gives a date. Send it from the same e-mail thread as the order so the records stay together.