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Reproduced with permission of 24 International Lawyer (1990) 583-599
BE IT RESOLVED, That the American Bar Association supports accession by the United States to the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by the 1980 Protocol Amending the Convention on the Limitation Period in the International Sale of Goods, subject to the reservation that the United States declare pursuant to Article XII of the 1980 Protocol that it will not be bound by Article I of the Protocol.
I. Introduction and Background
II. Substantive Provisions (Arts. 1-30)
III. Implementation; Declarations & Reservations; Final Clauses
IV. Effect of the Limitation Convention on U.S. Law
V. Conclusion
I. Introduction and Background
I. Introduction and Background
U.S. exporters and importers are often uncertain about when legal claims from foreign transactions become unenforceable by the passage of time. [page 583] The Convention on the Limitation Period in the International Sale of Goods ("Limitation Convention" or "Convention")[1] addresses this uncertainty with respect to claims arising from international sales transactions. States that become parties to the Convention ("Contracting States") substitute its uniform rules for the different national rules on limitation periods that might otherwise apply to these international sales claims.
There is no uniformity in how national legal system treat "limitation periods."
National limitation periods [2] range from six months to 30 years. Even as to basic concepts there is great diversity. Civil law jurisdictions, for example, usually treat limitations as an issue of substantive law and will enforce foreign substantive law applicable. Common law jurisdictions, on the other hand, traditionally classify limitation as a procedural issue governed by the law of the forum. Even when the limitations rules of two national legal systems are similar conceptually, the rules are very likely to differ on narrow but significant details, such as scope, length of the limitation period, the time when a claim accrues, and the effect of instituting legal proceedings.
These differences encourage "forum-shopping." A party faced with a potential limitation problem will shop around to find a jurisdiction that has both a long limitation period and the view that the limitation period is "procedural."
By replacing this diversity with uniform rules, the Limitation Convention provides the same type of uniformity in the international arena that section 2-725 (Statute of Limitations in Contracts for Sale) of the Uniform Commercial Code now provides within the United States. Both laws have the same basic objective: to provide a limitation period appropriate to commercial transactions and to provide uniformity among diverse legal rules. Thus, the rationale given by the sponsors of U.C.C. section 2-725 applies equally to the Limitation Convention:
"[The purpose of ¦ 2-725 is] [t]o introduce a uniform statute of limitations for sales contracts, thus eliminating the jurisdictional variations and providing needed relief for concerns doing business on a nationwide scale whose contracts have heretofore been governed by several different periods of limitation depending upon the state in which the transaction occurred. This Article takes sales contracts out of the general laws limiting the time for commencing contractual actions and selects a four year period as the most appropriate to modern business practice. This is within the normal commercial record keeping period." U.C.C. ¦ 2-725, Official Comment.
The Limitation Convention entered into force on August 1, 1988. As of March 1, 1989, the Convention is in force in ten Contracting States: Argentina, Czechoslovakia, Dominican Republic, Egypt, Ghana, Hungary, Mexico, Norway, Yugoslavia, and Zambia.[3] [page 584] Note by the [United Nations] Secretariat, Status of Conventions, p. 2 (A/CN.9/304) (1988). Other States may accede to the Convention at any time and it will enter into force as to these States approximately six months after accession. Limitation Convention, art. 44(2). Ten additional States have formally indicated their interest by signing the Convention subject to ratification of their signature.[4] Limitation Convention, art. 41; see Note by the [United Nations] Secretariat, Status of Conventions, p. 2 (A/CN.9/304) (1988).
With the coming into force of the United Nations Convention on Contracts for the International Sale of Goods ("Sales Convention") in January, 1988, there is renewed interest in the Limitation Convention. This comes as no surprise because both conventions are the products of the U.N. Commission on International Trade Law ("UNCITRAL"), which deliberately coordinated the texts.
Work on the Limitation Convention began within UNCITRAL in 1969 after most member States identified non-uniform limitations rules as a high priority issue.[5] In 1974 the Commission submitted a draft text to a diplomatic conference convened by the U.N. General Assembly. The 1974 conference approved the UNCITRAL text with some revisions. The 1974 official text was amended at a second diplomatic conference convened in 1980. This latter conference amended the 1974 text to bring it into conformity with the newly approved sales convention also drafted within UNCITRAL. These amendments are set out in a protocol ("Protocol") to the Limitation Convention.[6]
There are four parts to the Limitation Convention. Part I (arts. 1-30) sets out the substantive provisions, while Parts II-IV (arts. 31-46) deal with implementation, declarations and reservations, and ministerial details. The Protocol amends articles 3, 4, 31, 37 and 40 of the 1974 text. Protocol, arts. I-IV. The remainder of the protocol (arts. VII-XIV) sets out the necessary provision on implementation.
This report examines the 1974 Limitation Convention and the 1980 Protocol with a view to recommending whether or not the United States should accede to the Convention. The report focuses on the Convention's general concepts, some specific problems raised by its text, and a comparison of its text with the U.S. law on the limitations of actions.[7] [page 585] Section II of the report studies the Convention's substantive provisions, while Section III examines the provisions on implementation of the Convention. Section IV addresses issues of federalism. The report's conclusions are then summarized in Section IV.
Summary and analysis of the Limitation Convention is greatly facilitated by a thirty-seven-page commentary prepared by Professor Kazuaki Sono of Hokkaido University, Japan. While the commentary ("Commentary") has no official status, it was prepared at the request of the 1974 diplomatic conference, it has been published by UNCITRAL, and it is widely cited. Commentary on the Convention on the Limitation Period in the International Sale of Goods (A/CONF.63/17). (1978), reprinted in [1978] X UNCITRAL Yearbook 145 (New York, United Nations, 1981). As this report frequently refers to the Commentary, it is reproduced in the Appendix.[8]
II. Substantive Provisions (Arts. 1-30)
This section of the report examines the Convention's sphere of application and basic concepts. As noted earlier, the following discussion relies on but does not duplicate Professor Sono's detailed Commentary. Where appropriate, the report will also refer to the existing English-language articles analyzing the Limitation Convention.[9] [page 586]
The Limitation Convention sets out, within a text of manageable length, uniform rules that are as specific, concrete, and complete as possible. Commentary, Introduction (para. 6).
When the uniform rules are applicable they replace the non-uniform national laws on limitation period. The Convention's application, however, is limited. It only governs claims arising from international sales transactions, and not all these claims fall within the Convention's coverage. Even if the Convention would otherwise be applicable, the seller and the buyer may agree to exclude its application.
To protect the uniform rules from diverse applications derived from domestic laws, the Convention adopts its own self-contained conceptual framework with its own terminology. It avoids characterizing the limitation period as substantive or procedural. It minimizes choice-of-law problems by prescribing when the Convention "shall apply" (art. 3). Divergent national rules on the consequences of instituting a legal proceeding give way to uniform international rules (arts. 13-18). Readers are directed to interpret and apply these provisions without reference to domestic limitations rules, but to consider instead the Convention's "international" character and the need to promote uniformity. Limitation Convention, art. 7.
Article 3(1) of the 1974 text of the Limitation Convention provides that "the Convention shall apply only if ... the places of business of the parties ... are in Contracting States." In the interest of certain and uniformity, Article 3(2) should take the place of the diverse and uncertain domestic rules of conflict of laws (private international law). This was made explicit by Article 3(2): "Unless this Convention provides otherwise, it shall apply irrespective of the law which would otherwise be applicable by virtue of the rules of private international law."
The 1980 Protocol repeals this paragraph of Article 3 and makes the Convention applicable either (1) in circumstances specified in Article 3(1) supra, or (2) when conflict of laws rules point to the law of a Contracting State. Protocol, art. I(1), (2). However, the Protocol permits the States to retain the 1974 text on this point. Protocol, art. XII. As will be discussed below, this report recommends that the United States exercise this option if it accedes to the Convention.
Articles 1 through 7 define the Limitation Convention's sphere of application. Many of these provisions are similar to, if not identical with, the scope provisions of the Sales Convention. [page 587] The 1980 diplomatic conference amended articles 3 and 4 but left unamended several other, less important parallel provisions. Protocol, arts. I, II.
Article 1(1) provides in part:
"This Convention shall determine when claims of a buyer and seller against each other arising from a contract of international sale of goods or relating to its breach, termination or invalidity can no longer be exercised by reason of the expiration of a period of time. ģ"
Only claims between the immediate parties to a sales contract fall within the Convention's scope. The immediate parties include not only the original seller and buyer but also assignees from these original parties. Limitation Convention, art. 1(3)(a). Claims, however, against other persons in the distribution chain such as claims by the ultimate consumer against the manufacturer, are excluded. But see Limitation Convention, art. 18(2), (3) (extension of limitation period governing buyer's claim against seller when buyer's sub-purchaser makes claim against buyer).
Claims of invalidity are within the Convention's scope.[10] A claim that a contract is invalid may be grounded on the incapacity of a party, duress, fraud, unconscionability, illegality, or some other ground. Some of these grounds, such as fraud, may also be the basis for independent tort claims. When these tort claims arise independently of the contract the Convention does not cover them. Commentary, Article 1 (para. 6). The alleged fraud may also, however, be the basis of a claim that a contract is invalid. The Convention does cover these claims. See Limitation Convention, arts. 1(1), 10(3).
The general reference in article 1(1) to contracts for the international sale of goods is defined and limited by articles 2 and 3. A sales contract is international if the seller and the buyer have their places of business in different States. Limitation Convention, art. 2(a). For the Convention to apply, however, the places of business of both the seller and buyer must be in States that have ratified or acceded to the Convention, or, when the 1980 Protocol is relevant, conflict of laws rules may make the law of a Contracting State applicable. Limitation Convention, art. 3(1); Protocol, art. I(1). Articles 2 and 3 together follow closely the similar provisions in the Sales Convention. Compare Limitation Convention, arts. 2-3, with Sales Convention, arts. 1, 10.
As under domestic sales law, a claim may be lost by failure to give a required notice - as contrasted with a limitation period governing the time for commencing legal proceedings. Thus, U.C.C. section 2-607(3) states that a buyer must notify the seller of a breach (e.g., non-conforming goods) "within a reasonable time ... or be barred from any remedy." [page 588] This "reasonable time" for notice will often by less than the four-year limitation period for commencing "an action" provided in U.C.C. section 2-725. A similar provision is set out in Article 39 of the Sales Convention: notice is to be given within a "'reasonable time," with another limit of two years. A buyer who fails to give notice within a reasonable time is not necessarily barred from all remedies. Sales Convention, art. 44 (limited remedies permitted if reasonable excuse for failure to give notice). Even where the law does not prescribe these notice periods, parties to a sales contract may themselves agree that the buyer must give notice within a specified time or lose any claim.
The Limitation Convention is not concerned with these notice requirements. Thus, Article 1(2) of the Limitation Convention excludes from the scope of the Convention "time-limit[s] within which one party is required, as a condition for the acquisition or exercise of his claim, to give notice to the other party or perform any act other than the institution of legal proceedings." Of course, if notice is given within the time periods set by domestic legislation or by the Sales Convention, the aggrieved party must still institute legal proceedings within the limitations period of the Convention.
Articles 4 through 6 set out specific transactions and issues to which the Limitation Convention does not apply. These exclusions are similar to, if not identical with, the exclusions in articles 2 through 5 of the Sales Convention. The 1980 Protocol amends articles 3 and 4 to conform with the Sales Convention; the remaining differences were not sufficiently significant to warrant amendment. The similarity of scope will make it easier for enterprises engaged in foreign trade to determine whether the Limitation Convention applies to them.
Sales to consumers and claims based on the death of, or personal injury to, any person are the most important topics excluded by these provisions. Limitation Convention, arts. 4(a), 5(a); Protocol, art. II(1). These exclusions plus the fact that the Convention governs only claims between the immediate parties to a sales contract mean that most products liability claims fall outside the Convention's coverage.
Parties to an international sales contract may exclude application of the Convention. Limitation Convention, art. 3(3). The parties must, however, expressly agree to the exclusion. If they do so, some system of domestic law will apply. On the other hand, agreements modifying the Convention's rules are sharply restricted by article 22. Once a period has started to run the creditor (i.e., claimant) may extend the period by a declaration in writing (art. 22(2)). In addition, a clause in a contract of sale may set a shorter period for commencing arbitral proceedings if this provision is valid under applicable domestic law (art. 22(3)). Compare Sales Convention, art. 6 (by better reading, implied exclusions enforceable; derogations authorized). [page 589]
The basic limitation period prescribed by the Limitation Convention is four years. Limitation Convention, art. 8. Subject to the qualifications noted below, the seller and buyer may not extend or shorten this period in their original agreement. Limitation Convention, art. 22(1). After the original agreement, but before the limitation period has run, a party may start the limitation period afresh by a written acknowledgment of the obligation arising from the sales contract. Limitation Convention, art. 20. Alternatively, a party against whom a claim has been asserted may extend the limitation period by a written declaration to this effect if the party does so before the original period has run. Limitation Convention, art. 22(2). The party may then renew this extension one or more times but may not extend the limitation period beyond the absolute limit of ten years provided by article 23.
The Convention's rules for calculating the limitation period and the effect of legal holidays are self-explanatory. Limitation Convention, arts. 28, 29. The Gregorian calendar is used as the standard for measuring a year. Limitation Convention, art. 1(3)(h).
Rules for determining when the limitation period commences appear in articles 9 through 12. The basic rule is that the period begins to run when the claim accrues. Limitation Convention, art. 9(1). Claims arising from a breach of contract accrue on the date of the breach, while claims based on fraud (in an action, e.g., to avoid a contract) arise on the date the fraud is, or could have been, discovered. Limitation Convention, arts. 10(1), (3); see also art. 1(3)(d) (definition of breach of contract). Slightly more complex rules apply to breaches of warranty. Breaches of warranty accrue when the goods are "handed over" to the buyer or when the buyer rejects them. Limitation Convention, art. 10(2). If, however, the seller expressly warrants the quality of the goods "for a certain period of time," the limitation period commences when the buyer notifies the seller of the defect, but not later than the date on which the extended warranty expires. Limitation Convention, art. 11. Special rules for anticipatory breach and installment contracts are set out in article 12.
On most particulars these rules are similar to U.S. law. Both the Convention and U.C.C. ¦ 2-725(1) provide for a four-year limitation period. Under neither law may the parties agree initially to extend this limitation period, but they may do so after the original agreement. Compare Limitation Convention, art. 22 with U.C.C. ¦ 2-725(1). This Code has no analogue to the Convention's absolute limitation of ten years. The most noticeable difference between the laws is that, except for special arbitration rules, the Convention does not permit parties to agree to reduce the limitation period, while the Code permits them to "reduce the period of limitation to not less than one year." Compare Limitation Convention, art. 22(1), (3), with U.C.C. ¦ 2-725(1). [page 590] Parties to an international sales contract, however, may effectively reduce the limitation period. They may agree, for example, on shorter time periods for notice of the kind saved by article 1(2) or may agree to exclude the Convention altogether in favor of a shorter limitation period of domestic law.
Rules on when the limitation period commences are likewise similar in both laws. Both state that the limitation period commences when the claim accrues. Compare Limitation Convention, art. 9(1), with U.C.C. 2-725(1). A claim for breach of contract accrues when the breach occurs, while a claim for breach of warranty accrues on "tender of delivery" unless there is an express warranty as to future performance. Compare Limitation Convention, arts. 10(1), (2) & 11, with U.C.C. ¦ 2-725(2).
Different legal systems ascribe different consequences to the commencement of legal proceedings on the running of the limitation period. To protect a party from loss of claim if the period expires during the pendency of a proceeding that aborts, some legal systems view the commencement as suspending the limitation period until the proceedings are concluded, at which time the period resumes, while others provide that commencing (or concluding) legal proceedings triggers the start of a new limitation period. Still others simply allow the limitation period to continue to run notwithstanding the commencement of a legal proceeding. U.C.C. ¦ 2-725(3), quoted supra at note 7 on page 6, in specified circumstances assures a "period of six months after termination of the first action", within which to bring a new action. For other approaches to this problem, see Smit, supra note 8, at 342; Krapp, supra note 8, at 354-55.
The Limitation Convention does not fully adopt any of these approaches although functionally the convention's rules will almost always lead to the same results that would be reached by application of domestic U.S. limitation rules. This can be illustrated by examining how the convention's most important conceptual components work.
To deal with the problem presented by legal actions that abort (e.g., by voluntary dismissal or by running afoul of jurisdictional or procedural barriers), the Convention has the following system based on articles 13 and 17. When a creditor (i.e., claimant or plaintiff) brings a legal action article 13 states, as a general rule, that the limitation period ceases to run. ("Stops running" would be more natural in English but literal translation of "stop" was said to suggest a degree of finality that, as we shall see, was incorrect.) In fact, this general rule in the laws is subject to exceptions. If the legal proceeding aborts (ends "without a decision binding on the merits of the claim") the limitation period is deemed to have continued to run - an approach designed to protect the debtor (i.e., defendant) from prolongation of the period by the plaintiff through bringing an action and then letting it lie, or by bringing and aborting a series of actions. [page 591] On the other hand, to protect the creditor, article 17(2) affords the plaintiff a period of one year, from the time the first proceeding ends, to bring a new action.
Articles 13 through 16 define what actions or circumstances stop the running of the limitation period. Any action that a court recognizes under its procedural law as commencing judicial proceedings to enforce a claim or as asserting a claim in judicial proceedings that have already commenced will cause the period to stop running. Limitation Convention, art. 13. Thus, the filing of a complaint with a federal district court will stop the limitation period. Federal Rules of Civil Procedure, Rule 3. The limitation period also ceases to run when arbitral proceeding commence but this date is determined by looking to the arbitration agreement, to the law applicable to the proceedings, or, in the absence of such provisions, to the time when a request for arbitration is delivered to the other party. Limitation Convention, art. 14. As for legal proceedings that are not usually instituted by the creditor, such as bankruptcy or probate proceedings, the limitation period stops when the creditor asserts its claim, subject to the law governing the proceedings. Limitation Convention, art. 15. In all these legal proceedings, counterclaims related to a claim made by the other party in a legal proceeding are deemed to be made at the time the earlier claim was asserted. Limitation Convention, art. 16.
When a proceeding ends with a judgment or award on the merits, the Convention does not answer all the possible problems that arise. An action on the judgment itself is expressly excluded from the Convention's coverage. Limitation Convention, art. 5(d). A judgment creditor may, however, wish to bring another action on the original claim if this is permitted by domestic law. A forum's legal rules, such as rules regarding res judicata and merger of the claim into the judgment, may prevent the assertion of the claim but the Convention leaves these questions to domestic law. Commentary, Article 30 (fn. 1). If the claim within claim can be re-litigated, the creditor may assert the claim at any time, subject only to the ten-year limit set out in article 23.
For two special classes of third parties the Convention provides special rules: a third party jointly and severally liable with a defendant, and a seller whose buyer has sold to a sub-purchaser who asserts a claim against the buyer. Limitation Convention, art. 18. Instituting the first proceeding will cause the limitation period to cease on the claim against the third party if the third party is informed of the proceeding within that period. This notice permits the third party to investigate and perhaps intervene in the first proceeding in order to protect its interest. If the first proceedings terminate without a decision on the merits, the limitation period on the claim against the third party is deemed to have continued to run but the claimant is granted a minimum limitation period of one year from the date the proceedings end in order to assert the claim against the third party. Limitation Convention, art. 18(3).
Articles 19 and 20 set out two exceptions to the Convention's novel, but uniform, conceptual structure. [page 592] In the circumstances covered by these articles, the limitation period recommences for a new period of four years subject only to the ultimate ten-year limitation provided in article 23. Article 29 gives effect to acts which, under the laws "in the State in which the debtor has his place of business," have the effect of recommencing a limitation period. These acts must be acts other than acts which institute legal proceedings covered by the earlier articles of the Convention. The example given by the Commentary is "a demand for performance." Commentary, Article 19 (para. 1). The Convention does not, however, give full effect to these national laws because it substitutes a new four-year limitation period for any different period prescribed by local law in these circumstances. Article 20 is less startling. A debtor's written acknowledgment of a claim also starts a new four-year limitation period.
Article 21 extends the Convention's limitation period where circumstances prevent a party from commencing legal proceedings or otherwise taking steps to stop the limitation period from running. The party relying on this article must not have caused the circumstances or be able to avoid or overcome them. If this article is applicable, the limitation period is extended so that it will not expire before one year from the date on which the circumstance ceased to exist subject only to article 23's absolute limit of ten years.
Notwithstanding their different conceptual assumptions articles 13 through 21 of the Limitation Convention will usually yield results that are similar to the results under U.S. law. In most cases, the cessation and extension of the limitation period under the Convention will operate as if the limitation period continued to run notwithstanding the commencement of legal proceedings - i.e., as if the U.S. rule were applicable. Like article 17, U.C.C. section 2-275(3) provides that where a timely action is dismissed without a decision on the merits, the creditor may institute legal proceedings in another action asserting the same claim within a specified period after the termination (six months, rather than one year).
Other aspects of the Convention's codification are not dealt with uniformly by U.S. law. U.C.C. section 2-275(4) provides that it "does not alter the law on tolling of the statute of limitations." These tolling rules are non-uniform. Typical tolling rules that suspend the running of the limitation period are death of a party, his or her incapacity, absence from the jurisdiction, and fraudulent concealment of material facts. Some of these circumstances would fall within the scope of article 21 of the Limitation Convention, which gives the creditor a minimum of one year from the end of the tolled period to institute legal proceedings. Under the U.C.C. the extension will not be uniform because it will be the time remaining in the basic four-year limitation period after the tolling ceases.
After the limitation period for a claim has expired no legal proceeding commenced afterwards may recognize the claim unless it is asserted as a defense or as a set-off. [page 593] Limitation Convention, art. 25. Where the claim is asserted as a set-off, the claims must relate to the same sales transaction or be claims that could have been set-off before the limitation period expired. Limitation Convention, art. 25(2). In an excess of caution, article 27 provides that when a limitation period expires as to a principal debt it also expires as to an obligation to pay interest on that debt.
A party who performs after the limitation period expires may not claim restitution. Limitation Convention, art. 26. It does not matter weather or not the party knew that the limitation had expired. Id. This consequence is consistent with the concept that the expiration of the limitation period bars the remedy but not the right. It is also consistent with the policy of not opening up litigation related directly or indirectly to stale claims. Article 26's bar is limited, however, to claims for restitution based on satisfaction of the claim; other grounds for restitution, such as performance induced by fraud, remain.
Only a party to a legal proceeding may invoke the expiration of the limitation period. Limitation Convention, art. 24.[11]
These rules are consistent with U.S. law. Non-Code law generally permits a claim to be raised as a defense or set-off even if the limitation period has run, although U.S. rules on permitted set-offs are narrower in that they require the claims both to relate to the same transaction and to be capable of set-off before the limitation period expires.
Article 30 requires Contracting States to give effect to the acts and circumstances referred to in articles 13 through 19 (on cessation and extension) when they take place in another Contracting State. To have this international effect, however, the creditor must ensure that all reasonable steps are taken to inform the other party as soon as possible.
Article 30 does not mention articles 20 (acknowledgment by debtor) and 21 (extension where institution of legal proceedings prevented), but these articles will be given international effect by their own terms. Commentary, article 30 (para. 4); see also Smit, supra note 8, at 350.
III. Implementation; Declarations & Reservations; Final Clauses (Arts. 31-46)
Parts II through IV of the Limitation Convention contain non-controversial provisions directed toward its implementation. [page 594] Several of the authorized reservations do, however, require the United States to make decisions at the time it accedes.
Only two of the three articles in Part II are of interest to the United States. The "federal state" provisions of article 31, as amended by the 1980 Protocol, are designed for States like Canada where federal constitutional authority is limited with respect to private international law issues. The Sales Convention has a similar provision which the United States concluded was not relevant to it. See Sales Convention, art. 93.
Article 32, on the other hand, was drafted with States like the United States in mind. In several earlier articles, the Limitation Convention refers to the "applicable" or "governing" law. See, e.g., Limitation Convention, arts. 12, 14(1), 15 & 22(3). If the applicable law is that of an individual state in the United States, however, a further decision must be made as to whether state or federal law is applicable. Despite its opaque language, article 32 is intended to clarify that the forum's conflict of laws rules should also be consulted when making this further decision. See Commentary, article 31 (para. 1).
Article 33 states that the Limitation Convention applies only to contracts concluded on or after the Convention enters into force. This is a standard provision. See Sales Convention, art. 100; U.C.C. ¦ 2-275(4).
The Limitation Convention authorizes Contracting States to make only the four reservations permitted by articles 34, 35, 36 and 39. Limitation Convention, art. 39. To these four reservations should be added two declarations permitted by the 1980 Protocol. Protocol, arts. XI-XII.
Only the two declarations permitted by the 1980 Protocol are of interest to the United States. The reservation authorized by article XII of the Protocol is the more important. Article XII permits a Contracting State to adopt the unamended version of article 3. As noted above, the 1980 Protocol amends article 3 to make the Convention applicable not only when the seller and buyer have their places of business in different Contracting States but also when a conflict of laws point to the law of a Contracting State. This amendment was made to make the scope of the Limitation Convention conform with that of the Sales Convention. Sales Convention, art. 1(1)(b). The Sales Convention itself, however, permits Contracting States to declare that they will not be bound by article 1(1)(b). Sales Convention, art. 95. When becoming a party to the Sales Convention, the United States made a declaration pursuant to article 95. The United States should make a similar declaration pursuant to the analogous provision in the 1980 Protocol.
The decision by the United States to make the reservation to the Sales Convention was taken in part on the advice of the American Bar Association. [page 595] The ABA made its recommendation because of the uncertainties introduced by non-uniform rules of conflict of laws, and because that broader application of the Sales Convention would come at the expense of the application of U.S. law. The report also noted that the United States could withdraw its reservation at a later date. American Bar Association Report to the House of Delegates, 18 Int'l Law. 39, 42 (1984). See also Appendix B to the Department of State's Legal Analysis of the United Nations Convention on Contracts for the International Sale of Goods, Treaty Doc. No. 98-9, 98th Cong., 1st Sess. (1983). These same reasons apply in the case of the Limitation Convention, with the additional practical justification that the legal community will find it easier to deal with similar definitions of the basic scope of these related conventions.
The reservation authorized by Article XI of the Protocol is less significant. This provision authorizes a Contracting State to notify the depository that it will not consider itself a party to the unamended 1974 text with respect to Contracting States that have not acceded to the Protocol. As of March 1, 1989, only five of the ten Contracting States have not acceded to the Protocol.[12] Making the declaration, on the other hand, would deny to U.S. enterprises the benefits of the Convention with respect to the five countries that have not yet acceded to the Protocol unless and until they take this step. While it appears likely that these countries will eventually accede to the Protocol, there is likely to be some delay and there is also the possibility of governmental inertia or oversight. The substantive differences between the amended and unamended texts are minimal if, as we recommend, the United States makes the article 3(1). On balance, the Section does not recommend that the United States a reservation under article XI.
The other authorized reservations permitted by articles 34, 35, 36 and 38 are not of interest to the United States.[13]
Article 34, as amended by the 1980 Protocol, provides that a Contracting State may declare that the Limitation Convention will not apply between parties whose places of business are in States whose legal rules are the same or closely related to matters governed by the Convention. Compare Sales Convention, art. 94. The United States has not chosen to exercise its right to make this declaration under the Sales Convention and there is not present reason to do so with respect to the Limitation Convention.
Article 35 provides that a Contracting State may declare that it will not apply the Convention to actions of "annulment." [page 596] The diplomatic conference agreed to this reservation in order to satisfy States in which a party may not assert claims until a contract is declared invalid or terminated by a separate judicial action for annulment. Commentary, article 1 (fn. 1). Anglo-American legal systems do not have this requirement and, there being no other compelling reason to leave issues of invalidity to the vagaries of conflict of laws rules, the United States should not make a declaration pursuant to article 35.
Article 36 authorizes a Contracting State to declare that it will not apply article 24, which limits persons entitled to invoke the limitation period to the parties to legal proceedings. This reservation is inserted to satisfy those States in which judges may recognize the limitation period on their own motion. There is no reason for the United States to make this reservation.
Article 38, by its own terms, is no longer of interest because the United Nations Convention on Contracts for the International Sale of Goods has now come into force.
The Limitation Convention's clauses are ministerial. They deal with such issues as adoption of the Convention, its entry into force, and its denunciation. See also Protocol, arts. XIII, XIV. These provisions are self-explanatory and non-controversial. They are similar to the analogous provisions in the Sales Convention. Sales Convention, arts. 89-91, 99-101. As in the case with the Sales Convention, the official texts of the Convention and the Protocol are adopted in all the official languages of the United Nations an each language version is equally authentic.
IV. Effect of the Limitation Convention on U.S. Law
In the United States, state law rather than federal law has traditionally determined the law governing the limitation period for claims arising from contracts of sale. See U.C.C. ¦ 2-725. States, moreover, have an interest in protecting their judicial resources by excluding stale claims. Recognizing this governmental interest, parties to a sales contract have only limited authority to derogate from the statutory limitation period even when they have freedom of contract as to most other matters. U.C.C. ¦¦ 1-102(3); 2-725(1).
Accession to the Limitation Convention by the United States would make the Convention applicable to some sales contracts to which state law would apply in the absence of the Convention. Federal Constitution, art. IV (supremacy clause). There is little question that the federal government has the constitutional power to act on this matter. Federal Constitution, art. I, sec. 8 (commerce clause; Missouri v. Holland, 252 U.S. 416 (1920)). There remains, however, the question of whether it is proper for the federal government to act on this matter. On this question of authority, this report notes the following considerations:
V. Conclusion
For the reasons set out above, the Section of International Law and Practice recommends that the United States accede to the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by the 1980 Protocol Amending the Convention on the Limitation Period in the International Sale of Goods.
The Section further recommends that, consistent with its action when ratifying the U.N. Convention on the Contracts for the International Sale of Goods, the United States declare that it will not be bound by Article I of the 1980 Protocol. This declaration is authorized by Article XII of the 1980 Protocol.
Respectfully submitted,
Steven C. Nelson,
Section of International Law and Practice
August, 1989 [page 599]
* This Report was approved by the House of Delegates at the Honolulu meeting in August 1989. The Report emanated from the Section's Committee on Private International Law. Professor John O. Honnold was primarily responsible.
1. The composite text of the 1974 Limitation Convention incorporating the recommended provisions of the 1980 Protocol is reproduced in the first appendix immediately following this report's conclusion. A second appendix with the Convention on the Limitation Period in the International Sale of Goods, General Assembly resolution 3317 (XXIX) of 14 December 1974, and the Protocol amending the Convention in the Limitation Period in the International Sale of Goods is reproduced in a second appendix with pages A-l through A-55.
2. This report uses the neutral term, limitation period, rather than more culture-bound terms, such as limitation of actions or prescription. Not coincidentally, the international convention that is the subject of this report also uses limitation period.
3. Current information about the status of the Limitation Convention may be obtained from the Treaty Section of the Office of Legal Affairs, United Nations, New York, N.Y. 10017 (tel. 212 963-3918).
4. These States include Brazil, Bulgaria, Byelorussia SSR, Costa Rica, German Democratic Republic, Nicaragua, Poland, Ukrainian SSR, and USSR.
5. It is difficult to assess the extent to which non-uniform limitation rules are a barrier to the growth of international trade. With the help of computer data bases it is relatively easy to identify reported U.S. appellate court opinions addressing the issue of limitations in the context of an international sale of goods. It is much more difficult, however, to ascertain the extent to which claims by U.S. parties are discouraged by short time limits (e.g., six months to one year) of some foreign systems.
Among the U.S. cases involving limitations of actions, see Johansen v. E.I. Du Pont de Nemours & Co., 810 F.2d 1377, 3 U.C.C. Rep. Serv. 2d (Callaghan) 142 (5th Cir. 1987) (warranty action to recover for personal injury so would be outside the scope of the Limitation Convention, art. 5 (a)); Ontario Hydro v. Zallea Systems, Inc., 569 F. Supp. 1261, 36 U.C.C. Rep. Serv. (Callaghan) 1222 (D. Del. 1983); Canadian Overseas Ores Ltd. v. Compania de Acero del Pacifico S.A., 33 U.C.C. Rep. Serv. (Callaghan) 298 (S.D.N.Y. 1982).
6. The text of the 1980 Protocol is reproduced in the Second Appendix to this report at pages A-52 through A-55. An unofficial text of the 1974 Convention, as amended by the 1980 Protocol, appears in the Appendix I.
7. In most cases the relevant U.S. law will be Section 2-725 of the Uniform Commercial Code. This section provides:
"(1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.
"(2) A cause of action accrues when the breach occurs, regardless of the aggrieved party's lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.
"(3) Where an action commenced within the time limited by subsection (1) is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six months after the termination of the first action, unless the termination resulted from voluntary discontinuance or from dismissal for failure to neglect to prosecute.
"(4) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before this Act becomes effective. All jurisdictions, except Florida and Louisiana, have adopted Section 2-725, although fourteen states have amended the uniform text."
8. The text of the commentary is reproduced in the Appendix to this report at pp. A-9 through A-52. The post conference Commentary has added weight in view of the fact that it was based on a 1972 Commentary requested by UNCITRAL after its approval of the draft Convention. [1972] III UNCITRAL Yearbook 115-140. The Commission distributed this 1972 Commentary to States for consideration in advance of the 1974 diplomatic conference. The Commentary was one of the documents before the 1974 conference. United Nations Conference on Prescription (Limitation) in the International Sale of Goods, Official Records 10-32 (A/CONF.63/16) (1974) (U.N. Publication Sales No. E. 74. V.8).
9. The principal works are: Krapp, The Limitation Convention for International Sale of Goods, 19 J. WORLD TR. L. 343 (1985); Smit, The Convention on the Limitation Period in the International Sale of Goods: UNCITRAL'S First Born, 23 AM. J. COMP. L. 337 (1975); Sono, Unification of Limitation Period in the International Sale of Goods, 35 LA. L. REV. 1127 (1975); Sumulong, International Trade Law and the United Nations Convention on the Limitation Period in the International Sale of Goods, 50 PHILIPPINE L.J. 318 (1975).
10. A State may declare that it will not apply the Limitation Convention to action for annulment. Limitation Convention, art. 35. In some systems a party may not assert a claim until a contract is declared invalid or terminated by a separate judicial action for annulment. Commentary, article 1 (fn. 1).
11. Contracting States are authorized to declare that they will not apply article 24. Limitation Convention, art. 36. Countries that recognize a more active role for judges insisted on this reservation at the conference. It has been suggested that many African countries, India, and Pakistan will make this declaration. Krapp, supra note 8, at 357 n. 83. To date, however, no Contracting State has done so.
12. Czechoslovakia, Dominican Republic, Ghana, Norway, and Yugoslavia. See note 3 supra.
13. Article 37, as amended by Article V of the 1980 Protocol, provides that the Limitation Convention does not prevail over any international agreement that contains rules related to limitation periods when both the seller and buyer have their places of business in States that are parties to the agreement. The drafters of this provision had in mind the Convention relating to the 1964 Uniform Law on International Sales, the General Conditions of Delivery of Goods adopted by the Council of Mutual Economic Assistance, and agreement with respect to international trade in commodities. Commentary, Article 37. A similar provision is found in Article 90 of the 1980 Sales Convention. The provision is benign and, although it appears in part of the Limitation Convention dealing with declarations and reservations, Article 37 requires no action to make it effective.


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The only prerequisite for massage is having a body. Everyone can benefit from a massage by a knowledgable practitioner. A good massage will reduce muscle tension, promote healthy sleep patterns, facilitate reduction of the stress hormone cortisol, improve range of motion, keep tissue healthy and release endorphins. A massage isn't just a once a year trip to a day spa, it is a healthy addition to a wellness regimen.
My name is Peter Watts and as a Maryland Registered Massage Practitioner (RMP), I promise to provide an exceptional massage customized to your specific needs. I have extensive training in clinical techniques such as Trigger Point Manual Therapy, American Neuromuscular Manual Therapy as well as training in Esalen Massage®, a unique relaxation technique from the Esalen Institute in Big Sur, California. I pride myself in offering a safe environment and a professional touch.
To schedule an appointment or if you have any questions please e-mail Peter at: email@example.com
Thank you,
Peter Watts R.M.P.

subset: commoncrawl


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Isaiah 26:
9 In the night I search for you; in the morning I earnestly seek you. For only when you come to judge the earth will people learn what is right.
Isaiah 26:
9 In the night I search for you; in the morning I earnestly seek you. For only when you come to judge the earth will people learn what is right.
Gal 5:16. NLT
16 So I say, let the Holy Spirit guide your lives. Then you won't be doing what your sinful nature craves.
If you are looking for Thought for Monday you will find it here.
"As I study the subject of "separation" in the Old and New Testaments, I discover that the weight of Scripture lies in the direction of fellowship rather than separation. What is the great overwhelming evidence that we have passed from death unto life? It is love! Jesus Christ clearly was speaking of visible unity, such as can be seen by the world. His motive for praying was that the world might believe and the world might know. He prayed for unity among believers. God, who wills man's unity in Christ, is a God of variety. So often we want everyone to be the same-to think and speak and believe as we do. Many Scripture passages could be called to witness that love is the real key to Christian unity. In the spirit of true humility, compassion, consideration, and unselfishness, we are to approach our problems, our work, and even our differences."
Billy Graham Ministries
In a world needing Your love, let me not judge those who love You too. You have made us all so different, Father. Teach me, by Your loving Holy Spirit, compassion and true unity.
John 15:12 NLT
12 This is my commandment: Love each other in the same way I have loved you.
1 Peter 1:15-16 NLT
But now you must be holy in everything you do, just as God who chose you is
holy. For the Scriptures say, "You must be holy because I am holy."
Luke 6:38 AMP
Give, and [gifts] will be given to you; good measure, pressed down, shaken together, and running over, will they pour into [the pouch formed by] the bosom [of your robe and used as a bag]. For with the measure you deal out [with the measure you use when you confer benefits on others], it will be measured back to you.
> Galatians 6:14-16. NLT
14 As for me, may I never boast about anything except the cross of our Lord Jesus Christ. Because of that cross, my interest in this world has been crucified, and the world's interest in me has also died. 15 It doesn't matter whether we have been circumcised or not. What counts is whether we have been transformed into a new creation. 16 May God's peace and mercy be upon all who live by this principle; they are the new people of God.
2 Cor 4:8-9. NLT
8 We are pressed on every side by troubles, but we are not crushed. We are perplexed, but not driven to despair. 9 We are hunted down, but never abandoned by God. We get knocked down, but we are not destroyed.


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Ciol.com - June 11, 2010
Max Secure Software, a Pune based computer security solution company, has aggressive plans to expand its business and reach in Indian market. Though the company was formed back in 2002, it is for the first time that Max Secure Software is exploring a market outside the US.
According to Sanjay Pradhan, Max Secure Software CEO and founder, the company is opening sales offices in the cities of Ahmedabad and Indore and will also set up base in Karnataka and Chattisgarh, which will help it to address the pan-India market.
With a strategy of entering first the retail segment of small offices and homes (SOHO) and then exploring the enterprise segment, the company is keen to invest more and hire new staffs.
"We would be investing about Rs. 8–10 crore over the period of next 1.5 year and also we are hiring about 100 to 140 people this year," Pradhan told CyberMedia News over the phone today. Currently, the company has over 75 people, which includes the software development team as well as the sales and marketing staff.
"We are aiming at a five percent share in the anti-virus market of India which includes the SOHO (retail) and enterprise segment," Pradhan said. He added the Indian computer security market is estimated around Rs. 400 crore and is expected to grow further as the PC and broadband penetration is increasing by the day.
In addition, Pradhan is also looking at Internet Service Providers (ISPs) to bundle the security solutions directly to the users. "Some ISPs have already tied-up with F-Secure for providing the security solution but customers are facing issues and are complaining about slow speed and computing time," he said. F-Secure has tied up with several ISPs such as MTNL, Tata Communications, Reliance Communications and others to provide security directly to the users. However, Pradhan observed that about 90-92 percent are spyware threats and only about 5-10 percent are virus threats.
Early this month, the company launched its first security product Max Secure Anti Virus Pro in India, which claims to be the world's fastest anti-virus software. The anti-virus program uses a smart scan proprietary technology that reduces the computer scanning time by 40 minutes.
Following the first product in India, Max Secure Software will launch the corporate (enterprise) edition of Max Secure Anti Virus Pro in July and also come out with a total security solution during August.
"Also, we will launch the audit content software for the enterprises in late September this year. Its a unique product for content security and no other company has such product in India," Pradhan said. Moreover, he said that the company will come out with a total security solution for mobiles in the future, however he suggested that at present there are no much threats for mobile phones.
"Thank you for your assistance. Your software is wonderful. I forgot how wonderful until I changed my hard drive and it didn't recognize the registration. My PC slowed down within a day and started getting adware popup. I'm running an anti-virus with firewall and I tried scanning with another spyware software. It didn't fix it. I ran yours software and it found 23 files the other software missed. I am now running up to speed with no pop-ups. Plus your software keeps it running well. I see you tech support is excellent as well. Very good response. Thank you again for your help.Chris


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Raise Them Kind Tee
Raise Them Kind Tee
from 25.00
Raise Them Kind Unisex Tee.
We're shaping the future - raise them to be kind humans.
This modern, typographic design was created in house and printed on a unisex soft feel peach poly-blend t-shirt using sublimation. Through the printing process the ink actually soaks into the t-shirt fibers making it part of the actual fabric. We use a brown ink that has a faded, vintage look and may slightly fade after the first wash.
The tee itself is thin, lightweight and comfortable. Being a unisex tee, it's more on the longer side.
Sizing: these fit pretty true to size for unisex tees. For women, we recommend sizing down from your standard tee.
Care Instructions: wash these tees inside out on cold. Dry on a low tumble dry. Wear and enjoy!


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View mobile site
Posted: October 09, 2018
Natalie Dreier, Cox Media Group National Content Desk
What musicians will be inducted into the Rock & Roll Hall of fame this year? The list of 15 nominees is out and you can help choose who will get the honor.
The list includes:
The induction ceremony will be held March 29, 2019, at the Barclays Center in Brooklyn, New York, Billboard reported.
>> Read more trending news
The Class of 2019 will be chosen by a group of 1,000 international voting members, but fans can help decide who will join the Rock Hall. You can cast your vote each day until the Dec. 9 deadline by clicking here. You will have to log in to vote.
The top five artists to get the fans votes will be tallied along with the official ballots, Billboard reported.
Tickets for the induction ceremony go on sale in January.
Take www.1073soloexitos.com everywhere you go! Download your app below from the
Google Play Store or Apple App Store:
Enable our Skill today to listen live at home on your Alexa Devices!
© 2019 Cox Media Group. By using this website, you accept the terms of our Visitor Agreement and Privacy Policy, and understand your options regarding AdChoices.
Learn about careers at Cox Media Group
Portions of Content Provided by Rovi Corporation. © 2019 Rovi Corporation


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Abstract on Skin
Abstract on Skin is a collaborative art project created by Julian Race and J.Taylor. We worked together with the models (who are also artists) to create a powerful project. Over the course of a month, we brainstormed, painted, shot samples, made prints, and eventually landed on the collection of images that would make up what we initially titled "Imagine Forever".
The movement of the body interacts cohesively with color, light, and shadow.
This series encompasses the strength and beauty of the woman's body as well as the reality and ideas that art reveal.
The contrast between the hard textured paint strokes and the smooth curves of the body are parallel to how one's exterior doesn't sum up what they are made of on the inside. When these elements are merged together they create an incredible image.
We allowed the energy of the subject to influence the direction of the painting so the art would be honest.
Once their entire bodies were covered in abstract art, there was a change in the confidence and comfort of each model. They began to own their new look as if all insecurities never existed. We imagined how wonderful it would be if creating abstract art on an individual's body would shield them from all insecurities, low self esteem, and discriminations.
Photographed by Julian Race // Painting by: J. Taylor // Models: Marcelli Felice, Adaire Byerly, Lauren Farruya


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[awf-steyj, of-]
not in view of the audience; backstage, in the wings, etc.: an offstage crash.
withheld from public view or attention; private: offstage political meetings.
Origin of offstage
Dictionary.com Unabridged Based on the Random House Unabridged Dictionary, © Random House, Inc. 2019
Related Words for offstageunauthorized, casual, contraband, officious, unorthodox, unsanctioned
Examples from the Web for offstage
Contemporary Examples of offstage
He needed his art because, offstage, the chaos was sometimes too much.How Richard Pryor Beat Bill Cosby and Transformed America
David Yaffe, Scott Saul
December 10, 2014
Just offstage, however, stands a nation of unemployed, abandoned and desperate people.The Spectator Reviews "Patriots"
David Frum
June 14, 2012
His remarks were frantic, almost harried; he seemed eager to check his boxes and get offstage.Why Mitt Romney Is Winning, and Rick Perry Is Losing
Andrew Romano
January 3, 2012
Even from "offstage" I was led to believe I was the star of the show.How I Found My Voice
Carly Simon
June 7, 2009
Historical Examples of offstage
He used even Johnny Simms as an offstage voice repeating stern commands.Operation: Outer Space
William Fitzgerald Jenkins
"—caught red-handed with the incriminating papers," shouted an offstage announcer.The Junkmakers
Albert R. Teichner
adjective, adverb
out of the view of the audience; off the stage
Collins English Dictionary - Complete & Unabridged 2012 Digital Edition © William Collins Sons & Co. Ltd. 1979, 1986 © HarperCollins Publishers 1998, 2000, 2003, 2005, 2006, 2007, 2009, 2012


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Microsoft announce "Days of Arcade"
Last year's 'Summer of Arcade' was a bit of a turning point for Xbox Live Arcade. Finally realising the potential of Xbox 360's download service, the event saw a string of top quality titles released over a one month period. With the arrival of games like Bionic Commando: Rearmed and Braid, downloadable titles briefly eclipse their plastic-boxed big brothers, making 'Summer of Aracde' a massive critical and commercial success.
Fast forward to 2009, and Microsoft are looking to repeat the accomplishment with 'Days of Arcade.' This year's event — announced by Xbox Live's Major Nelson over at his blog — promises no less than seven titles over a six-week period, kicking off with Hasbro Family Game Night on March 18. Fear not though, it's not all casual-friendly guff, as The Dishwasher: Dead Samurai, Flock, Lode Runner, Outrun Online Arcade, Uno Rush and Puzzle Quest: Galactrix are all on their way too. Not a bad line-up eh?
Beyond Family Game Night, Microsoft haven't announced what order these games will be coming in, but good old Major Nelson has promised to let us know each Monday before their Wednesday release dates. How terribly splendid of him.


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Internet Marketing Essentials
Part I: Introduction
Internet marketing is essential to major businesses and to many small businesses. In fact, many Internet businesses found a presence on the Internet long after the business was established. Some large corporations were very slow to get on the Internet. The purposes of a large business on the Internet and a small business may be quite different.
Large Corporations
A large corporation wants a presence on the Internet. They want name and brand recognition. Many large corporations have distributors. A good example is an automobile manufacturing company. They want to present their products on the Internet but they do not want to sell them there. That is the job of the dealer and they will direct you to a dealer near your home.
Some of these companies do not have dealers per se, but their products are readily available in supermarkets and drugstores. They are not going to direct you to one of their dealers because they don't have any dealers, they have distributors, but they do want you to recognize their products.
These large companies also use television to advertise their products, specific products that solve a specific problem. For example, the pharmaceutical industry is well known for this. We are constantly bombarded by their commercials for some drug that relieves symptoms that may cause serious side effects. "Ask your Dr. About Drugcrap!"
Small Companies
Small companies usually want to sell on the Internet. They have a product line and they would like to present it to folks on the Internet and give them an opportunity to buy the product. I know a couple who sell doll parts. They had a good business, almost word-of-mouth. They put their products on the Internet and increased their sales several times in a very short time.
My son is a veterinarian but he sold Irish flutes and whistles and such for many years. I told him he should put the products on the Internet. He was already selling on eBay, but when he set up a website, his sales grew dramatically.
He had a long mailing list. He simply told the people on the list about his new side. Therefore his business was an instant success.
He has an interest in herbs so recently we sent him up in a new site. He notified his customers about his new site and went about lecturing and selling a book that he wrote specifically to sell at his lectures.
He is like King Midas. He needs to be like Midas because he has 15 children, many of whom are now in college.
The Dilemma of New Internet Marketers
Internet gurus, presenting themselves as Internet marketing experts, lead many to marketing on the Internet. They have a "system" guaranteed to make you rich. What they really have is a system to make themselves rich. So they mislead and discourage people from ever taking a proper approach to Internet marketing.
I hear many say they want a fool, proof step-by-step method, of making money on the Internet. Many of these dreamers have been corrupted by the gurus.
Folks new to Internet marketing often have little or no sense of business. They don't think of Internet marketing as being a business. They think you simply set up a website and put a few products on the website and that people will "come banging at the doors."
The conception is that every site on the Internet is visited by many thousands of people. Actually, some sites are hardly visited at all. I've had a few of those sites (dogs) over the years.
It's true that spiders crawl the Internet but they are selective. They are looking for significant content. Some sites are selected for top listing but most are not.
The Internet is a place where people go to find answers to questions. They are there to find a solution to a specific problem.
It is true that not all those who surfs the web are looking for a product. For example the World Wide Web, it's great capacity to handle huge amounts of traffic, was established by the pornography industry. Some people are looking for this kind of content called smut.
Some surfers want historical information. Some are looking to learn how to do something. Maybe they want a salt water taffy recipe.
If they are looking for a particular product, they often go to Amazon or other large stores.
Something special is needed to compete with such giants.
It is not a big club.
It is that special market which is called a niche market.
Part II: Niche Marketing
Niche Markets
A niche market may be defined as a small segment of a large market.
Say that the large market is auto parts. Is "tires" a niche market?
No, because Niche markets are created.
Pink tires with purple polka dots might be a niche market.
Is that true?
No, it is not.
The reason is that there is no market for pink tires with purple polka dots. Have you seen any cars running around with tires that are pink with purple polka dots?
You have? Where, at the circus?
Small Markets Versus Niche Markets
Just because a market is small does not mean that it is a niche market. Just because a market is specialized does not mean that it is a niche market. To find a niche market, you must obtain a sharp spade and find a need, or perceived need, that is not being filled.
To find a niche market you must study a market, mingle with the people in the marketplace, and find out what they are saying and doing. If you are like my son and already part of a special group, then you have an advantage.
If there are people in the marketplace that are looking for something specific that they have not found, it may be a niche market.
Perhaps you can supply a solution to a specific problem that some part of the market population is looking for.
Looking for a Refrigerator
I have used this example before, so being old and senile, I'll use it again:
You decide that you need a new refrigerator, as I did yesterday.
What do you do?
I went to the local hardware store first.
I did not find a refrigerator there that I wanted.
So I drove to Twin Falls, taking my wife's care-giver along to make sure that I bought the right refrigerator.
To make the story short, I purchased the refrigerator from one of those large hardware / lumber stores that have driven many neighborhood hardware stores out of business.
But I could have gone to a Mall.
My thinking would be that I would go to one of the largest department stores like Sears and buy a refrigerator. That store would be a mall anchor store.
So I what would I do?
I would drive into the parking lot and perhaps I would catch a whiff of the odor coming from the food mart. So on my way to Sears I would grab an Orange Julius and a slice of pizza.
Now I would walk down the hallowed halls of the mall looking in the windows of the larger anchor stores and the many smaller shops along the way. I might see a low cost for a quality laptop computer. I might drop in that store and purchase it.
Now with my computer under my arm, I pass a kiosk where a pretty young lady tempts me with a pair of sunglasses. She says they make me look distinguished so I buy a pair.
With sunglasses on, a young man sells me a new case for my cell phone. Finally, I find a refrigerator at the anchor store and leave the mall.
Note that I bought a lot of stuff besides the refrigerator. This is called impulse buying. It occurs when folks visit Amazon.com. Fore that reason, many affiliate marketers promote Amazon.com products. The buyer might buy much more than the product being promoted bringing higher commissions for the affiliate marketer.
Did I visit any niche markets in the Mall?
Not one!
Popular Products and Consumer Products
Products that are sold in your local supermarket, anchor stores and shops in malls and in hardware stores are not niche markets. You have to find something specific to a small segment of a market that is not being supplied.
That is the dilemma of new marketers. Finding a niche market is not all that easy to many.
You can not just reach up into the air and grab one.
Market Research
It takes research of the market and you need to know the people in the market and you should communicate with that community. You should become a member of that community.
Many people have started an Internet business simply by using what they have learned from their hobbies and activities. Some have taken special knowledge they have to build a business. The bottom line is that no resource should be overlooked. One successful man liked to juggle so he built an online store.
Part III: What are People Looking for on the Internet
Finding a Niche Market
There are a number of ways to search for a niche market.
One way is to go to DMOZ, the Open Directory Project, and look at the main categories from Art to Sports. Select a major topic and then dig down into the subcategories. Once you find a narrow interest, then go to the Internet and search for forums on that subject. There, join a few forums and start contributing. Get to know folks and see what they are in need of or where there is at least a perceived need.
Amazon is another great place to find small markets. So is Ebay. You can see what the top sellers are for example. Sometimes such products will fit into the content of your website and you can earn commissions from Amazon, etc. But the thing to remember is that you are searching for markets.
Keyword Research
If you go to ubersuggest.org, you can search subjects in many different languages and from six different sources including the Internet. You will find thousands of keywords and keyword phrases which you can evaluate with a keyword tool. You can also find keywords by looking at Google Suggest, the keywords Google shows you as you type in their search box.
I suggest JAAXY as your keyword tool. You can make a number of free searches before you subscribe. You will be able to find the number of searches being made each month and you will see how many competitive websites there are. You can also find affiliate programs to promote.
JAAXY does not depend on Google and the information is accurate.
Using keyword research and working forums should put you into a position to find a niche market. Once you find a niche, or what you think is a niche, you will have to test out the market.
Part IV: Going Into Business
Going Into Business on the Internet
Going into business on the Internet is not just building a website. You should have a business plan, however brief.
That is you should have a model for your business.
You should have a purpose for your business.
You should have ways to present your products and draw potential buyers to them.
You have to decide what is needed to start and what is needed to sustain your business. "How much is this thing going to cost anyway!" Your spouse might say that.
This process does not have to be complicated but you should put some thought into your business before you start.
You might look at a business plan. I wrote a blog on this so you may want to read it. Check my bio at WAU (tjbooks).
You will need a philosophy for your business. Big companies make a mission statement. Maybe you should to. "Our mission is to supply the best solution for those suffering from psoriasis."
Your Message to Your Market
Remember that you are supplying a need and that your readers will not have your background or interest in some cases. Therefore you need to be comprehensive in your treatment of your message. You are, after all, the "expert" that is going to help them solve their problem.
One thing that has always amazed me about WAU is the knowledge possessed by our members. New members often bring in their expertise. So you will want to communicate with other members for the same reason that local merchants join the Chamber of Commerce. Business people talk to each other. Having said this, some things you may want to keep to yourself so that you can develop your project with less competition. WAU is not your marketplace.
Building a Website
Once you have found your niche and have found a keyword domain name, you can build your website.
Most hosting companies have WordPress available for site building. With WordPress you can build your site quickly and then add the content.
If you are a Startup Member at WAU, you can start with a siterubix.com site which is a good way to start. It is a good way to test concepts too and siterubix site are indexed by search engines. (The Free Lifetime Startup Membership gives you two such sites.)
I always have a few siterubix.com sites going. I'm a premium member in my forth year so I can have as many siterubix.com sites as I need or want. (I also host my sites at WAU because it is free to Premium members.)
Note: Not to digress too much, but it cost me nothing to be a member of Wealthy Affiliate. In fact, I make money each year just by promoting WAU and JAAXY. Also, I always pay annually for much greater savings. I suggest that new members consider this method of financing WAU. I know that it cost more for one course at our local community college than it does to belong to WAU for a year.
When building a website, follow the instructions given by Kyle and others. You want your site acceptable to search engines so make sure you have an "about" page and a "privacy" page. How to write these pages is in the tutorials at WAU. See References at the end of this tutorial.
I use only a few plugins. They are Akismet, All in One SEO Pack, Sociable, Google Analytics for WP, Google XML Sitemaps, Smart Youtube Pro, WP Hit Counter, and Spamfree WP. Sometimes I may use other plugins for a specific purpose. How to use these is in the WAU tutorials and blogs.
Part V: They Will Come!
What You Need is Traffic
You can build a beautiful website with good content but nobody will be able to take action if nobody is there. Say that you are directing a reader to click on a link at the bottom of a post or page. One out of 100 readers might click on the link. Of those that click, some fraction will purchase your product or service.
It's a numbers game.
Here is how I attract traffic:
I find that providing relevant information in blogs is an effective way to drive traffic to my sites. It can be more effective than many other methods. People are looking for relevant information. That is a main reason for surfing the web. I suggest that you blog several times a week. You can blog too much but I don't think there is much danger in that. A new site can submit posts everyday.
Social Marketing
I use the Sociable plugin which puts the links to the social sites at the bottom of each page and post. I use Twitter, Facebook, Google+, Digg and Linkedin. I guess the more the better. I only link when I update or publish. Some folks like to live on Twitter and Facebook. I don't. I want to go fishing with my grandson.
Article Marketing
I have written many hundreds of articles on the Internet. I use to keep myself in the top 100 at EZA but I no longer want to spend my time doing that. I do write some for StreetArticles.com but I'm much more inclined to blog these days after Kyle gave me some information on the high effectiveness of blogging. I always write articles when I put up a new site. It is a fast way to get an article indexed pointing to your site.
Email Marketing
I use Aweber. I don't like email marketing even though it is an effective way to promote. I should email every week but I'm not inclined to do so. However, it is an important way to market.
I've tried PPC a few times and Google and others are always trying to get me to use their experts to make my campaigns effective. Some marketers are very good at this. I'm not. I lose money. I don't suggest this for new promoters. WA has some excellent training in this area. (See the references)
Part VI: Conclusion
An Intelligent Approach
An intelligent business approach can make you a success in Internet Marketing. You will have a lot to learn, a never ending process. But you can with time, give up your day job if you like and make your living on the Internet.
Diligence Required
Not everyone is able to do this. Some don't have the patients and diligence required. Too many expect to get rich overnight because that is what the gurus tell them. It takes time to grow a business.
Some marketers, like me, spread themselves too thin. They have two many businesses going at the same time for one manager, you, to handle. That just doesn't work.
In this racket you must supply what somebody wants or needs and has the money to buy it.
Continual Testing
Continual testing is advised to make a business successful. Most don't think this is necessary. If a page is not promoting to the point where a reader will click on a link, then it is time to revise it.
Some folks like to use copywriters who know how to feed on the emotions of the reader. But relevant meaningful content is the key to success.
I hope that is tutorial will be helpful to those just starting into this exciting business. Little detail was given here. You will get that from your training. But members help members here at WAU.
Good Luck!
Get Rich!
Part VII: References and Helps
Helps at WAU
1. http://goo.gl/KD8rp Online Entrepreneur Certification – Getting Started
This is a 10-lesson course that is part of the Wealthy Affiliate Online Entrepreneur Certification. It will walk you through the steps of creating a successful online business that generates revenue. This getting started course (level 1) is your first step to realizing your potential as an online business owner. Lessons will teach you how to find a niche market, build a webite, draw traffic by social marketing and other methods to your site and how to promote your site to search engines, etc. Kyle is the author.
http://goo.gl/MZJizS JAAXY, Do You Need It?
Kyle points out the advantages of using JAAXY for affiliate marketers.
http://goo.gl/NmJWDH WordPress: Installing the All in One SEO Plugin by Kyle
http://goo.gl/oMGIwP Article Marketing Secrets by Ty Johnson
http://goo.gl/IypJng Email Marketing Getting Started Guide by Kyle
http://goo.gl/1mLyr An Introduction to PPC by Kyle
http://goo.gl/R4hSK2 WA Super Affiliate PPC Training Course by Kyle
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Adelaide first stops
Get to know the city quickly with our 'first stops' guide.
Drop your bags and head straight for the Adelaide Central Market for a quick flavour tour of the city. It's one of the cheapest places to eat in Adelaide. Your senses will be on full alert as you stroll past stall after stall of cheese, olives, dips, breads, pastries, cakes, pickles, deli meats, nuts, chocolate, seafood, gourmet yoghurt, fruit and vegetables. It's like a divine pantry of everything worth eating. There are cafés within the market too.
Adelaide nightlife is getting a big tick from discerning, cocktail-thirsty visitors. From the East End to the laneways around Leigh Street, Peel Street and Gilbert Place you'll find the drink of your dreams, as well as a menu of great bar snacks. If cocktails aren't your style, these bars can take you on a tour of great South Australian reds, local craft beers and even locally distilled spirits such as gin, rum and whiskey.
Catch a tram to Glenelg, most popular of the Adelaide beaches, and go dolphin watching on a cruise around Holdfast Bay. If conditions are right, you can even swim with dolphins. The species most often seen is Delphinus delphis, otherwise known as the short-beaked common dolphin. Bottle-nosed dolphins also like to play in the waters off Glenelg. Of all the cool things to do in Adelaide, this is possibly the coolest.
Wander through the Bicentennial Conservatory in the Adelaide Botanic Garden. It looks remarkable from the outside, and it's even more remarkable on the inside. Designed by South Australian architect Guy Maron, it's the largest single-span conservatory in the southern hemisphere. A lower walkway winds across the forest floor and an upper walkway takes you into the tree canopy. Right next door is the National Wine Centre, which showcases fine wines from across the whole state. Both of these Adelaide attractions are free.
For free things to do in Adelaide, put the Art Gallery of South Australia at the top of your list. You'll find all the big names in Australian art - indigenous, historical and contemporary - along with other VIPs (very important pieces) from other places. The gallery has a mobile app that helps you to find exhibitions and understand what you're looking at.
Just eight kilometres from the CBD is Penfolds Magill Estate, a cellar door that really knows how to make visitors feel welcome. This estate is the home of Australia's most legendary red wine - Penfolds Grange. A guided historical tour includes the underground cellars and the story of Grange winemaker Max Schubert's somewhat bumpy rise to fame. There's an excellent brunch and lunch kitchen here too, as well as their award-winning five star restaurant.


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On Thursday, the Multistate Tax Commission talked with stakeholders about a draft of their model statute for remote seller sales and use tax nexus. By the end of the call the group's current model statute draft was still on the table, but the MTC decided that it would also try to massage California's legislation and regulations—Ca. Rev. and Tax. Code § 6203 and Cal. Code Regs. tit. 18, § 1684—to see if that language worked better.
"It's always like making sausage, but I think we're making progress," said Roxanne Bland, counsel for the MTC. Bland said that as states make suggestions, the MTC has been trying to make sure that the model statute addresses what it should address, but not capture transactions or parties that it should not.
For example, someone raised the question of whether the model statute should extend to services, Bland said. It probably could, but she said the MTC will likely stick with language that includes tangible personal property and not services.
"By all means, modify the statute to fit your criteria," Bland said, about how states tweak the model statute to meet their needs. "These things aren't written in stone."
The ultimate effect of remote seller sales and use tax nexus legislation is that remote sellers would have an obligation to collect tax. But it's more complicated from a legal standpoint, said Fred Nicely, senior tax counsel at COST. The statutory language used to impose sales tax is not the same as the language to impose use tax.
They are grappling with very complicated issues, Nicely said. And at the same time, he thinks the real answer for remote seller nexus should come through federal legislation.
"This [model statute] is probably not the best way for states to handle their resources right now," Nicely said. He said states should focus their resources on a federal remote sales and use tax nexus provision.
The probability of such a thing passing this year stands at about 50-50, Nicely said, but momentum has been building. One of his biggest concerns has to do with how the legislation would be enforced. Uniformity is also a big key–such as uniform filing requirements and uniform exemption certificates.
While Congress takes its time figuring out if or how it will act, the MTC's model statute discussions will continue next week. Catch up on the proposals here.
Continue the discussion on Bloomberg BNA's State Tax group: Do you think a model statute or federal legislation would be more effective in determining remote seller sales and use tax nexus?
Follow us on Twitter: @BBNAtax
Follow me on Twitter: @RebeccaHelmes
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Employees continue to be skeptical of lavish employer holiday parties, and employers find opportunity in containing holiday costs. With the economic damage of the past several years, cutting back and cautious spending is greatly appreciated by all. Employees who have suffered economically do not wish to see their rewards sacrificed for a holiday blowout.
75% of employees tell us they'd rather see bonus or investment into their advancement/security. 80% of employers tell us they are holding to the same cost-wise practices with no more than modest increase over the past few years' practices. Some are even cutting back further after learning past years' efforts were not as appreciated as hoped.
The days of the "boss" calling employees onto the carpet to "kiss the ring" are over, and employers of choice recognize that employees want holiday celebrations that actually provide reward and appreciation. Mandatory participation can be a deterrent from perceived value. Allowing employees to plan their own rewards is the most appreciated choice. To facilitate good sense outcomes, guidelines and budgets need to be set for employee committees. The employer needs final control to ensure risk management and organizational goal attainment. Structured properly, employers earn great ROI and everyone prospers.
Lavish expenditures are often resented by employees who suffered pay cut or layoff. A sensible demonstration of company pride, forward movement, optimism and team appreciation is, however, a wise investment. Safety and liquor liabilities remain primary concerns. Depending upon team demographics, popular substitutes to parties include bonus, gift certificate or "your choice" menu items. The latter two offer repeat value. For many, cash disappears as it hits the pocket, creating only single impact of reward. Certificates can have more lasting and/or multiple impacts of reward. The reward comes not only in the receipt but also in the use. If the use is a lasting experience, the employee enjoys a more lasting reward.
One year ago this month we commented our findings as the expert source to The Business Journal. The topic was so well received and the findings so valuable, that the article was quickly globally syndicated with a cover bullet. The popularity of this topic has not wavered, so we have accordingly provided this annual update.


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We made it home from Vegas safe and sound. I have tons of pictures to share and stories to tell, but I am exhausted tonight so they will have to wait.
The good news.....I didn't have to call you guys for bail money. LOL!
Saturday, March 28, 2015
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Filed under: electronics are out to get me, office supplies = crack
Nope…nothing bad. I finally bought a digital camera! I can now stop relying on the fuzzy quality of my phone's camera!
Hip Hip Hooray! Hip Hip Hooray!!!
CG told me that when I sold our old tv, I could use that money to buy my digital camera. We had a serveral year old Sony Wega Trinitron 32″ flat screen, which we bought new and paid $1000 for. Since that was serveral years ago and it's not HighDef, CG thought that I could get maybe $200 for it. Well….I wasn't having ANY of that! I thought NO WAY!!! We paid SO much for this and have taken extremely good care of it. I'm not taking 1/4 of what we paid! There's nothing wrong with it! So….good ol' craigslist to the rescue!!! To tell you the truth, I've only been to the site twice before I actually posted an ad! I really didn't think I'd get any bites.
Shows how much I know!
Within 20 minutes (actually, about 18) I had already gotten an email asking if the tv was still for sale and when could they come look at it! WOW! Cool!
To sum things up…..within 2 hours, I posted the ad, gotten 5 people who were interested in buying it, sold the tv, and taken the ad down.
I am a Believer in craigslist now!!! They should send me a T-shirt or something and I'd wear it everywhere!
Fast Forward to today….I am not a person who spends money willy nilly. I hem and haw and make my pros and cons lists and get knots in my stomach and then consider not buying anything (which is usually what I end up doing…you should see the jug of change I have in my office! And no pennies in there either…I'm way too organized for that. They have their own jug.).
I looked and looked and looked at the cameras that I could afford and thought about getting a picture printer and then thought about not getting the printer. I finally narrowed it down to one. Then I looked some more and narrowed my list down to three.
I started reading more reviews and comparing and reading and comparing, etc…
Then I narrowed it down to two.
So I found where it was supposedly on sale. Drove the 30 minutes to get there and found out…from the non-helpful, sleepy, probably doped up, sales associate….or as I like to refer to him "the sales ass" that "uhh…it's not coming up. which one was it again? when I type it in this is all that comes up. I don't know" After about 10 minutes of that, I said (for the 4th time…and yes, I have witnesses) "It's not the same item number"
So he finds it (immediately) and then stands there for an uncomfortable amount of time while he was "looking" for the box. I happen to glance to my left and VOILA! I pointed at it and said, "Is this it?"
He blinked a few times and then something seemed to register in his head. He picked up the box and we headed to the service desk because there were just too many things going on for him, apparently.
Turns out that the sale was for online purchases only.
Gee…..would have been helpful for them to…uhh….I dunno….MENTION that SOMEWHERE on the website or on the sale card thing?!
So….30 minute drive home.
Another hour on the computer.
I found it at another store, for even less! It wasn't listed with the rest of the cameras because it was a "bundle" (i.e. camera and printer together). For some reason it wasn't listed under "packages" either. Good thing I had the item number.
So….25 minute drive to that store.
Found the camera, but no "bundle". Look around for "sales ass". There's only one. This is odd. Normally when we're at "Store B" there are 20 sales people over by the cameras and camcorders and they're at you like a pack of wolves if you so much as look at the camera rack to avoid walking into it.
I stood there for 20 minutes and couldn't catch anyone's eye. The only girl there was helping a "lady" and her "brood" that she deemed neccessary to haul with her to the electronics store. Gee…nothing there for kids to knock over and break.
I leave and drive 30 minutes home. Traffic has gotten worse.
I look again and find a place where you can buy it online for the sale price and then go pick it up. This kind of sucks because the college kid who bought my tv paid me in cash. I was hoping to be able to just hand it over and get my camera in exchange.
They are making it hard for me to give them my money!
So….I order online….wait for the confirmation email…..and wait……and wait some more…..then finally I get it. Uh oh. I have to print it out. We're out of printer paper. Of course. So I ended up using matte photo paper….hehe….. Don't tell CG.
The guy at the pick up counter thought it was funny that I had to use that paper. That made the trip back to "Store B" a little better. At least I didn't have to drive all the way back to "Store A".
I finally get back home with camera and photo printer in tow!
My very first electronics purchase!!!! I've never actually had to buy any of it. CG considers electronics "personal" gifts. I got my laptop for Christmas and my iPod mini for my birthday.
I've now read all the instructions, put everything together myself and now am desperately searching for something….ANYTHING to take pictures of!!!!!! The cats won't sit still. CG just glares at the camera and Mr. Puppy would try to eat the camera. No Pupkis on the new camera thankyouverymuch.
Thank goodness for Stuff Portrait Friday!
This post is long enough, but I figured I'd better write something since I hadn't in 3 days!
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