Facts
Company X. AG (the seller) concluded a contract with company Y. Tbk (the buyer) for the sale of a complete Q. spinning mill. The contract provided for the payment of the purchase price in several instalments. After the payment of the first two instalments, the buyer assigned its rights and obligations to company W. The latter then demanded from the seller the reimbursement of a portion of the third instalment as well as damages for incomplete delivery. The cantonal court partially granted the claim. The seller appealed against this judgment.Considerations
According to the prevailing case law, Art. 51 CISG, which allows for partial termination of the contract, presupposes that the different parts of the delivered goods constitute independent economic units. This is not the case when a production facility is sold as a whole. If necessary components for the operation of the facility are missing, the facility is not in conformity with the contract, without allowing for partial termination.
Under Swiss law, claims arising from a non-conforming delivery are generally subject to a one-year limitation period under Art. 210 CO. However, the buyer can still assert these claims by way of exception, provided that it has…