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Counter-Offer: question from Mock Exam BPP exam tick

GGabbi11y ago
Dear Mike Could you kindly help with below question? Under the UN Model Law on Contracts for the International Sale of Goods, what is the effect of a counter-offer on the original offer? A Acceptance of the original offer as it stands B Acceptance of the original offer with new terms introduced C Rejection of the original offer D No effect on the original offer My answer is C based on the art 19 (1) of UNCITRAL: A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-offer. The book answer is below for following explanation B. Under the Model Law the counter offer has the effect of introducing new terms into the original offer and these new terms will form part of the acceptance as long as the offeror does not object. Based on my understanding the answer provided by the book is referring to Art 19 (2) Art 19 (2) However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, objects orally to the discrepancy or dispatches a notice to that effect. If he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance Should the counter offer be considered as a rejection of the original offer or an acceptance which contains different terms? Thanks a lot in advance for your help Best Regards Gabbi
MikeLittleMikeLittleTutor11y ago#1
If the question had referred to the inclusion of immaterial alterations, then choice B would be correct. But given the wording of the question this is a counter offer and therefore rejects the original offer. If it's only immaterial alterations, it's not a counter offer - it's immaterial additions, alterations, amendments But this question clearly states "counter offer" so my answer would be C (the same as yours!)
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