Marcello Mantelli
Lawyer in Milan and Turin

Regarding the conformity of the goods in the context of an international sales contract, first of all, it should be clarified that, at the time of delivery, the goods must reflect the contractually identified specifications, since if the conformity of the goods to the aforementioned parameters is not met, the buyer will have the right not to accept the goods.

However, the aforementioned right not to accept the goods, which is provided in favor of the buyer, is not unconditional; in fact, the buyer, in order to be able to assert his reasons, will have to manifest his exceptions within the contractually established time limit.

In the absence of specific stipulations on this point, the 1980 Vienna Convention on Contracts for the International Sale of Goods stipulates that the seller must ensure:

– quantitative conformity

– qualitative conformity

– conformity to the type of goods supplied

– the conformity of the packaging

Concurrently with the above, the seller must also provide a number of guarantees, borrowed largely from Anglo-Saxon trade practice.

In particular, the seller must guarantee:

– merchantable quality, which consists of the suitability of the goods for the use to which goods of that nature are normally put;

– the fit for purpose, which is the suitability of the goods for the use to which the buyer intends to put them, if that use is known or knowable to the seller;

– the use of packaging or in general of packaging that conforms to that customarily used for goods of that nature.

Another aspect to be taken into great consideration consists in the manner of reporting conformity defects detected by the buyer after the delivery of the goods: in fact, the report must be made within a certain period of time starting from the delivery itself, in the case of apparent defects, or from their discovery, in the case of hidden defects.

Also in this regard, it will be essential to define in the contractual text precise terms and modalities for the buyer to exercise his right to warranty: on this point, the Vienna Convention, in the absence of specific contractual agreements, indicates, as a parameter to identify such terms, reasonableness.

Based on this parameter, the duration of the warranty offered by the seller to the buyer may shift with respect to the time of delivery of the goods, especially with reference to goods supplied packaged or in stock, in order to plan for the buyer’s production needs, where non-conformity may be detected only at the time of use or consumption of the goods.

This obviously depends on the nature of the conformity defect, which may be of immediate detectability (e.g., lack of goods) or concealed (e.g., wine supplied that does not conform to the parameters); depending on the case-apparent or concealed defect-the time limit for reporting the defect will run.