UNCISG

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1 UNCISG – United Nations Convention on Contracts for the International Sale of Goods

applies to contracts where buyer and seller are in different states
two possibilities
- where both states have accepted the convention (contracting states)
- where only one of the states has accepted the convention
in this latter situation, both parties have agreed that the contract should be subject to the law of the accepting state
nationality of the parties is not relevant
location of parties’ business is important

a contract for the sale of goods is one in which
- the seller agrees to transfer title (ownership) of the goods
- to the buyer
- in exchange for a money consideration (the price)
so Uncisg does not apply to contracts:
- for the supply of services
- for the exchange of goods
- where one of the parties has the main obligation to supply labour
- for manufacture, where the buyer provides all the material (or most)
- where goods are purchased for personal, family or household use …
- .... unless the seller knew or ought to have known about the proposed use
- where goods are bought at auction
- where goods are bought by legal authority
- for purchase of stocks and shares
- for purchase of ships or aircraft
- for purchase of electricity
the CISG does not govern the validity of the contract or the transfer of property/title in the goods
the parties may exclude the CISG or vary its effect by agreement

contracts are agreements
an agreement consists of an offer and an acceptance
CISG formation is governed by its own offer-and-acceptance rules; consideration and intention to create legal relations are not separate CISG requirements
an offer is a sufficiently definite proposal for concluding a contract which
- is addressed to one or more persons
- indicates the intention and willingness of the offeror to be bound upon acceptance of the offer
- indicates the goods involved, the quantity and the price and therefore qualifies for the description “sufficiently definite”
offers must be distinguished from invitations
an invitation is not capable of acceptance
an invitation is inviting another person to make an offer

for example:
- goods in a supermarket are invitations
- goods in a shop window are invitations
- adverts are normally invitations
but, very occasionally, adverts may be taken to be offers
mail catalogues are invitations
the process of an auction sale constitutes the auctioneers inviting a series of offers

half of the agreement
an expression of willingness to be bound on specific terms
must be certain
must still exist when “accepted”
must be distinguished from invitations
must be distinguished from statements of intent
a response to a request for information is not an offer
a request for information is not a counter offer
revocation of an offer must be communicated to the offeree
an offer is effective from the moment it is received by the offeree whether
- orally
- by mail
- by personal delivery
an offer will cease to be capable of acceptance if
- withdrawn
- revoked
- rejected
withdrawal
- is where the offeror communicates to the offeree the intention to withdraw the offer before the offeree has received it
revocation
- (effectively, withdrawal after the offeree has received it) may be effected at any time before the offeree has accepted it
- if an offer is stated as being “irrevocable” then the offeror cannot rely upon revocation
rejection
- occurs when the offeree says “no”
- but may also occur when the offeree’s “acceptance” is not complete and unconditional
any material alteration to the terms stated in the offer or, indeed, any additional terms introduced within the “acceptance” will have the effect of rejecting the offer and replacing it with a counter offer
an immaterial alteration is not rejection and counter offer
the contract is valid incorporating the immaterial alterations

the other half of the agreement
must be complete and unconditional …
... subject to allowing immaterial alterations to the offer
the offer must still be “open” at the time of acceptance
acceptance must be communicated to the offeror, but the offeror may waive this right of communication
communication may be by a reliable third party
silence cannot be acceptance
acceptance may be by conduct
once the acts of acceptance have started, the offeror cannot revoke the offer
acceptance is effective when it reaches the offeror; there is no postal rule
acceptance should be within a reasonable time of the offer
- oral offer? immediate acceptance
- emailed offer? two or three days
- surface mail offer? a “few” days
- telegrammed offer? reasonable time commences from the date the telegrammed offer was handed in for delivery

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