Guidelines on Convention International Sale of Goods 1980- Part 3

In international sale, an offer, a mean of indirectly create a contract or agreement between the parties, is a very common definition that is used in trade practice. 

What does an offer imply?

According to CISG 1980, a proposal which contains sufficient “elements” would become an offer. As a matter of fact, the international sale on goods is happening between parties whose places of business are in different nations. As a result, it would be hard in some cases for those parties to sign a contract directly in a traditional way. Therefore, the offers could deal with the problems that the traditional way could not.

As mentioned in Article 14 CISG 1980, a proposal would become an offer if it consists of below conditions:

The proposal must be sent to a determined person or a group of persons.

It infers that if a proposal is sent without any targeted customer such as a brochure of the goods that are being discount, this proposal would not become an offer. A best illustration could provide in this case is that when you received a brochure saying that Store B is having a discount of 45% and you are invited to go there and purchase the goods. This could not be considered as an offer.

The proposal provides sufficient and precise information.

Sufficient and precise information mean that the proposal indicates clearly about the information of the goods, price of that or methods to determine the price. Other than that, the proposal would not be considered of an offer.

The propose must express or imply the will of the offeror to be bound in case of the offer is accepted.

It is a very important element of an offer. The most typical feature of a contract or an agreement is that the parties are bounded by the regulations of contract or agreement. Thus, a proposal would not turn out to be an offer if it does not bound the parties and since it was delivered by the offeror, the offeror has to make themselves bounded by the provisions of the offers. Expression and implicit are other confusing definitions. Expression means that it is clearly written in the offers that the offeror is willing to be bounded by the provisions. In contrast, implicit infers that the offeror did not show that they wanted to be bounded by this offer by words, however, to some extent, the will to be bounded by the offer could be understood without any written forms. For example, when the parties have been partners for a long time, the trade practice between them has been established. In this case, clear expression would not be needed if the trade practice them proved that it is not necessary to do so in order to turn a proposal into an offer.

In conclusion, the provision of formation of contract in general and the provision of offer in particular play a vital role in The United Nations Convention on Contracts for the International Sale of Goods 1980.