GUIDELINES ON INTERNATIONAL CONVENTION ON SALE OF GOODS (Final part)

Offers and acceptance of offers are among the most important parts of a international sale contract. In this section, the provisions of offer acceptance will be carefully illustrated.

When does a reply of the offers turn to be the acceptance?

According to what has been regulated in the article 18,19 of the Convention, a reply to an offer could be conducted in the forms of a statement or simply a behavior. It required both of the two forms must indicate the assent of the offeree. It is regulated that silence or inactivity does not in itself amount to acceptance. However, in practical situations, silence or inactivity from the party that receive the offer could be considered as an acceptance as well, in case of there are trade practices between the contract parties.

A reply that has the tendency of acceptance but contains additions or other modifications will become a rejection of the offer instead of the acceptance. Nevertheless, it is not every changes in the reply that would turn the reply into the rejection. Only the reply which contains the modification that alter completely the basic provisions of the contract would be seen as a rejection. The modifications regarding to terms of price, payment terms, quality and quantity of the goods, place and time of delivery, liability, methods of dispute settlement is regarded as basic provisions.

When does an acceptance become effective?

As being mentioned in the second sentence of Article 18, the acceptance of the offer become valid as soon as the offeror receives the acceptance. Besides, there is a very significant connection between the validity time of the acceptance and the validity of the contract. It should be noticed that these two time are duplicated. It infers that once the offeror received the acceptance, a contract between parties has been established.

Could the acceptance of the offers be withdrawn or revocable as the offers?

The acceptance of the offers could be withdrawn in case of the notification about withdrawal of the acceptance arrives before or at the time of the arrival of the acceptance. It is quite similar to the offers in terms of the withdrawing conditions.

However, there are no provisions in the United Nations Convention on Contracts for International Sale of Goods to be seen that regulated about the conditions of revocation of acceptance. It does indicate that the revocation of the acceptance is not allowed. According many theories, the most suitable explanation for this is that since the contract will be established as soon as the acceptance turn into effect, the revocation of the acceptance would turn out to be the termination of the contract or agreements.

This is the last part of the series of four Guidelines of CISG 1980. The most vital provisions of CISG 1980 that mostly be confused of in practical situations have already been illustrated. International Sale contracts or agreement is always an complicated form of contract. CISG 1980 is the commonly used all over the world, therefore, as long as you wanted to be a success in this area, the deep understanding about this Convention is a must.