Brief Fact Summary. Digitechnic, S.A., (Defendant) filed suit in France claiming that the computer parts that Supermicro Computer, Inc., (Plaintiff), sold Defendant were defective. Plaintiff denies these allegations and relies on terms in the contract that disclaim warranties and limit its liability. Plaintiff has filed suit in this court seeking declaratory judgment on these points.
Synopsis of Rule of Law. Under CISG if a buyer is not aware of any disclaimers, the disclaimers might not be valid.
In addition, the district court might also consider the convenience of the parties, and the availability and relative convenience of other remedies.View Full Point of Law
Issue. Whether a warranty disclaimer in a purchase order is valid under CISG.
Held. Given that this issue of law is unsettled, this factor weighs against the court in exercising its discretion to hear the matter in favor of the French Court that already has the issue before it.
Discussion. Plaintiff argues that Article 35 of CISG permits warranty disclaimers such as this one. In fact, Article 35 deals with seller’s obligation to deliver conforming goods. It does not deal with disclaimers. If anything the disclaimer might be invalid because CISG requires a mirror image approach to contract negotiations that allows the court to inquire into the subjective intent of the parties.