Swedish Sales Law Expert – CISG & Cross-Border Purchase Disputes

The Swedish Sale of Goods Act (köplagen, 1990:931)

Sweden's primary statute governing commercial sales of goods is the Sale of Goods Act (köplagen, SFS 1990:931). It is a non-mandatory (dispositive) law that applies to B2B and private-to-private sales of movable goods, unless the parties have agreed otherwise. The Act covers the full lifecycle of a sales contract: delivery, conformity, risk, remedies, and damages.

The Act is heavily influenced by CISG, as Sweden was closely involved in the drafting of the UN Convention. In practice, this means that many provisions mirror CISG – but there are notable differences, particularly regarding limitation of liability, indirect losses, and the buyer's obligation to inspect and give notice of defects.

CISG and Swedish Domestic Law – The Interplay

Sweden ratified CISG in 1988, and the Convention entered into force on 1 January 1989. CISG applies automatically to international B2B sales of goods where both parties are in contracting states, or where the rules of private international law lead to the application of Swedish law (Art. 1).

Where CISG governs the contract, köplagen serves as supplementary (gap-filling) law for matters not covered by the Convention – for example, the transfer of property, limitation periods, and questions of validity. The parties may also exclude CISG entirely (Art. 6), in which case köplagen applies in full.

In practice, many disputes involving Swedish parties require counsel to navigate both CISG and köplagen simultaneously. We have extensive experience in precisely this dual-regime analysis.

Choice of Law – Which Law Applies?

Swedish private international law is governed by the Act on the Law Applicable to the Sale of Goods (lagen om tillämplig lag för internationella köp av lösa saker, SFS 1964:528), commonly referred to as IKL. For contracts within the EU, the Rome I Regulation (EC 593/2008) typically takes precedence.

Under Rome I, in the absence of a choice-of-law clause, the contract is generally governed by the law of the seller's habitual residence (Art. 4). For contracts with Swedish sellers, this means Swedish law – and by extension CISG – will apply unless expressly excluded.

Limitation Periods and Notice Requirements

Limitation periods in Swedish sales law operate on three levels, and it is essential for foreign counsel to identify the correct one:

1. Köplagen § 70 – two-year limitation for sales defect claims: A buyer who wishes to rely on a defect in the goods must bring proceedings within two years from the date the goods were delivered. This is the primary limitation rule for domestic B2B sales under the Sale of Goods Act. The two-year period is absolute and cannot be extended by notice alone.

2. UN Limitation Convention – four-year limitation for CISG sales: Sweden has ratified the 1974 UN Convention on the Limitation Period in the International Sale of Goods (as amended by the 1980 Protocol). For international sales governed by CISG, the limitation period is four years from the date the claim accrues.

3. Preskriptionslagen § 2 – ten-year residual limitation: The general Swedish limitation period of ten years (preskriptionslagen, SFS 1981:130) applies as a fallback for claims not covered by the specific rules above – for example, damages claims arising from service contracts between businesses, or claims based on contractual warranties that fall outside the scope of köplagen.

Separately from limitation, the buyer must give notice of defect (reklamation) within a reasonable time after discovering or should have discovered the non-conformity (köplagen § 32; CISG Art. 39). Failure to give timely notice results in loss of the right to rely on the defect – regardless of whether the limitation period has expired. In B2B transactions, the examination and notice requirements are strict.

Remedies and Damages

Swedish sales law provides a range of remedies for non-conformity: repair (avhjälpande), replacement (omleverans), price reduction (prisavdrag), avoidance of contract (hävning), and damages (skadestånd).

A key feature of köplagen is the distinction between direct losses (direkta förluster) and indirect losses (indirekta förluster). The seller is strictly liable for direct losses resulting from a defect, but liable for indirect losses only if the breach is attributable to negligence. Indirect losses include, among other things, lost production, lost profit not directly linked to the defective goods, and loss of contracts with third parties.

Under CISG, there is no such distinction – damages under Art. 74 cover all foreseeable losses. This makes the choice between CISG and köplagen potentially significant for the damages calculation.

Key Differences from Common Law and German Law

For common law practitioners: Swedish contract law does not recognise the doctrine of consideration. A contract is formed by offer and acceptance, without the need for mutual exchange of value. Specific performance is the primary remedy – not damages. There is no discovery process in Swedish civil procedure, and the loser-pays rule applies to litigation costs.

For German practitioners: While Swedish and German sales law share the same continental tradition, there are key differences. The Swedish distinction between direct and indirect losses has no equivalent in BGB. The German Nachfristsetzung requirement before avoidance (BGB § 323) has a functional equivalent in Swedish law, but the threshold for avoidance (hävning) requires a väsentligt avtalsbrott (fundamental breach), which is assessed on a case-by-case basis. Swedish limitation law is considerably more generous at 10 years, compared to the standard 3-year limitation in BGB § 195.