International
moot
selection
(25.10.2023)
c. Is Claimant entitled to payment of either the full amount or
parts of the amount due as payment under Purchase Order No.
9601 or can Respondent invoke a violation of a contractual
(information) duty or obligation or rely on a provision of the
CISG toi. entirely or at leastii. partially defend itself against the
claim for payment.
+ It can be undoubtedly held that the
claimant is entitled to the full
amount due as payment under
purchase order no. 9601.
+ Furthermore, the Respondent
cannot invoke a violation of a
contractual duty or obligation.
Submission [1] The responent (visionic ltd) has legal obligations to pay the claimant
(sensorX plc) in full amount due as payment under both the framework agreement
and CISG.
+ Obligations under the framework agreement
+ The framework Agreement agreed by both the parties on 7 june 2019 is the one that also governs the
purchase order no. 9601.
+ Article 4 of the framework agreement defines the obligations Of the buyer.
+ Article 4 specifically mentions that the buyer has the obligation to pay for those sensors (taken
delivery) in accordance with the price fixing procedure in article 6.
+ Article 7 of the framework agreement specifies two bank accounts for the transfer of the payment.
+ Article 40 of the framework agreement meticulously points out that the amendment of any provision
in this agreement shall not be valid unless the same as in writing and signed by the parties.
+ Obligations under the CISG:
+ Article 61 (1)(a) of the CISG specifies that if the buyer fails to perform any of his
obligations under the contract or this convention, the seller may exercise the rights
provided in articles 62 to 65.
+ Article 61 (3) mentions that no period of grace may be granted to the buyer by a
court or arbitral tribunal when the seller resorts to a remedy for breach of contract.
(Although it is only the seller who can award such a grace period .
+ The instant case where the buyer refuses to pay the outstanding payment to the
seller would squarely fall under article 62 of the convention (CISG)
+ Article 62 provides that the seller may require the buyer to pay the price, take
delivery or perform his other obligations, unless the seller has resorted to a remedy
which is inconsistent with this requirement.
+ In the present case the seller (sensorX plc) requires the buyer (visionic Ltd) to pay
the price and the seller has not resorted to any kind of remedy which is inconsistent
with this requirement.
+ Hence, the respondent shall be ordered to pay in full the amount (38,400,000
USD)
Submission (2) the claimant had no legal obligation to disclose the cyber attack
under both the framework agreement and the CISG.
No legal obligations under the CISG to disclose the cyber attack.
+ The United Nations Convention on Contracts for the International Sale of Goods
(CISG) primarily focuses on the formation and performance of international sales
contracts. It doesn’t specifically address contractual obligations related to cyber
attacks or cybersecurity. However, parties to a contract can include specific terms
and clauses in their agreement to address cybersecurity issues.
+ The terms and clauses had to be carefully drafted to reflect the specific needs and
risks of the parties involved.
No legal obligation under the framework agreement to disclose the cyber attack.
Article 3 of the framework agreement defines the obligations of the seller specifically.
It does not include any contractual (information) duty or obligation.
The framework agreement does not include any other provisions specifically relating to
the disclosure of cyber attacks.
+ Hence, it can be very clearly stated that the claimant had no legal obligation
either under the framework agreement or the CISG to disclose the cyber
attack.
