Most of these decisions, however, mention Article 4 only in passing. The suggested choice-of-law rule would make it easy for the assignee and assignor to predict the applicable law.
They are familiar with the state's economy and the need to limit liability so as to encourage domestic and foreign sellers to supply the state with goods. The problem with such an approach is that arbitration clauses, even when incorporated into the main contract, are considered to be separate contracts.
If the issue is the legal effectiveness of the assignment or the effect of the assignment on the obligor confirmer, the choice-of-law rules in UCC section require that in the absence of the parties' agreement as to governing law, the issue will be governed by the law of the jurisdiction in which the confirmer bank's confirming branch is located.
The Bezirksgericht der Saane based its application of the Swiss burden of proof rules on the second alternative of Article 7 2which shows that it considered the matter to be within the CISG's general [page 47] scope of application.
With respect to agency issues, the Geneva Convention on Agency in the International Sale of Goods  provides substantive rules for many issues concerning the effect that an agent's or purported agent's act has on a third party.
In all other cases, comparative interest analysis fails to yield determinate outcomes. Lack of In-Depth Analysis A look at the Digest reveals that there is an abundant number of cases where reference is made to Article 4.
Furthermore, it appears doubtful whether the wording of Article 4 a actually supports the contrary view.
The avoidance of a contract in case of defective goods is considered to be a remedy of last resort. The court did not give any further [page 51] reasons why it considered the set-off to be admissible under the Convention, but merely stated: "A set-off is admissible, since there exist opposing money claims between the parties, which are both based on the contractual relationship governed by the CISG.
Courts have inferred from the provisions of the CISG the following basic principle: the party that wants to rely on a provision must prove the existence of the factual prerequisites of the provision, or, in the words of the Tribunal de Vigevano in Altarex v.
The courts distinguished in this respect between the question of whether the managing director acted in the name of the parent company and the question of whether he had the necessary power of agent to do so.