Art. 3(2) CISG does not apply to contracts in which the preponderant part of the obligations of the party who furnishes the goods consists in the supply of labour or other services.
What does “preponderant part” mean?
One may assume it has its normal meaning of “more than half” but whether this is measured by the cost, the sale price, or some other basis is something the CISG does not make clear.
Easier to understand if you only have two categories (though still causes unease if youre talking 51/49), but if you have more than two categories, and services/labor is the largest single category, but not more than 50%
Art 4 This Convention governs only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from such a contract. In particular, except as otherwise expressly provided in this Convention, it is not concerned with:
(a) the validity of the contract or of any of its provisions or of any usage;
(b) the effect which the contract may have on the property in the goods sold.
validity of the contract or of any of its provisions or of any usage
not concerned with issues such as whether a contract is invalid bc it was procured through corruption or orther fraudulent means.
Also does not address the validity of a contract that contemplates illegal conduct, such as price fixing or monopolization
German court ruled that issues of invalidity by reason of breaching mandatory unfair competition law are excluded from CISG and are governed by applicable domestic law
Though did find that even is framework franchising agreement infringed competition law rules, the individual sales contracts would have to be considered valid.
