单击此处编辑母版标题样式,单击此处编辑母版文本样式,第二级,第三级,第四级,第五级,*,CHAPTER,1,7 NEGOTIATION AND FORMATION OF THE CONTRACT,International Trade Negotiation,Formation of Contract,1 INTERNATIONAL TRADE NEGOTIATION,ENQUIRY,OFFER,COUNTER,OFFER,ACCEPTANCE,Enquiry,Invitation to offer,By the seller or the buyer,Not bind the two parties,Not a necessary step,But usually start of a deal,e.g.“We are interested in your Butterfly Brand sewing machines.,Please make us a quotation at your earliest convenience.,2.Offer,Proposal,Definite in its terms,Indicates the offerors intention to,make a deal,Bind the offeror,Selling offer,buying offer(bid),Necessary step,“We are making you an offer for 2000,dozen sport shirts as Sample No.1234,at a unit price of US$90 per dozen CIF,New York.The packing is of export,standard and shipment is to be,effected in May/June 2021.Payment,is to be made by irrevocable sight L/C.,This offer is subject to your reply,reaching here on 20th inst.,3.Counteroffer,A reply to an offer that makes,material,change(s)to the terms of the offer.,A new offer,The original offer becomes,null and,void,.,legally ineffective,invalid,“Your letter dated Sept.3rd has been received.We regret that we are unable to accept it as your competitors are quoting for goods of similar quality at a price of US$55.Please reply immediately.,4.Acceptance,An unconditional assent to an offer or,an assent to an offer with only minor changes,that do not affect any material terms of the,offer.,“We accept your offer of 14th.,2 Formation of Contract,OFFER,ACCEPTANCE,FORMATION OF CONTRACT,Offer,Constitution of an offer,Term of validity of an offer,Withdrawal and revocation of an offer,Termination of an offer,(1)Constitution of an offer,To specific person(s),CISG Article 14(1),Intention to,be bound if it,is accepted,Sufficiently,definite,To specific person(s),The specifications of the addressee will usually,be by name.,Advertisement?Catalogue?Price list?,Generally NOT!,Unless clear,specific and definite,Esp.indicates intention of making a deal,“The price is for your reference.,“The price is subject to alteration.,(价格得予变动),Sufficiently definite,(i)Name and quality,(ii),Quantity,(iii)Price,CISG Article 14(2),Usual practices;,Provisions in part III of CISG.,Other Terms?,In practice,Complete:,6 trade terms&conditions,Clear:,Not result in misunderstanding,Without,reservation：,Subject to our final confirmation,Quality Quantity,Price,Packing,Shipment,Payment.,Indicating the intention of the offeror to be bound in case of acceptance.,To be deemed as an offer,a proposal should also indicate the intention of the offeror to be bound if the addressees accept the proposal.,A buyer was found to have indicated its intention to be bound when it sent the seller“an order that stated“we ordered and that called for immediate delivery.,(2)Term of validity of offer,A period within which,the offeree can make an,acceptance,and the offeror,is only bound.,The latest time,A period of time,If no,how long?,Reasonable time,(3)Withdrawal&revocation of offer,Withdrawal:,An offer becomes effective,when it reaches the offeree.,May be withdrawn if the,withdrawal reaches the,offeree,before or at the,same time as,the offer.,Revocation:,CISG,Article 16,(i),May be revoked if the revocation,reaches the offeree,before,he has,dispatched,an acceptance,.,(ii),However,an offer cannot be,revoked:,(a),indicates,irrevocable,；,e.g.,states a fixed time for acceptance,firm offer,(b)reasonable for the offeree,to,rely on,the offer being,irrevocable and,acted,.,Case Study:,Reasonable to rely on the offer,Acted,A,Call for bid,B,Bidder,Buyer of steel,C,Seller of,steel,BID,Enquiry,Offer,(4)Termination of offer,The term of validity is over；,The offer is rejected or declined；,The offer is legally revoked.,2.Acceptance,(1)Constitution of acceptance;,(2)The moment when an acceptance becomes effective;,(3)Withdrawal of acceptance.,Constitution of acceptance,CISG Article 18(1):,“A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance.Silence or inactivity does not itself amount to acceptance.,The acceptance must be made by,the,offeree,.,It must conform to the offer.,Basically unqualifiedly accept the offer.,(i),A reply to an offer which contains additions,limitations or other modifications is a rejection of the offer and constitutes a counter offer.,(ii),But if the additional or different terms,do not materially alter,the terms of the offer,then the reply constitutes an acceptance.,The offeror may say NO immediately.,The changes become part of the terms of the contract.,If not,Material alteration?,Price,Payment,Quality,Quantity,Place and time of delivery,Extent of one partys liability to the other,The settlement of disputes,Case Study:,2006/03/01,:,A made an offer to B for 1000M/T sugar packed,in sound bags.,2006/03/10:,B accepted As offer with an alteration of packing,i.e.,packing in new bags is required.,2006/03/20:,The price of sugar dropped sharply.,B wanted to know if he was legally