UCC vs CISG - Contract formation The CISG does not consider...

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Contract formation: The CISG does not consider that a contract has been accepted until both parties agree to all of its terms: It is customary for a seller to make an offer. The buyer may respond positively, but indicate that it wants a different schedule of delivery or term of payment, or some other aspect of the transaction to be handled differently. Under the UCC, such a response is construed as an acceptance of the offer. Under the CISG, it is understood as a rejection of the offer made by the seller and as a counteroffer by the buyer, unless the terms suggested do not materially affect the contract. The CISG specifies that changes to "price, payment, quality, and quantity of the goods, place, and time of delivery, extent of one party's liability to the other (most likely to be understood as Incoterms) or the settlement of disputes are considered to alter the terms of the offer materially" and therefore that no acceptance is made in those cases.Another area of difference between UCC and CISG regarding offer and acceptance of a sales contract is what is referred to by U.S. lawyers as the "Battle of the Forms." For most businesses, an offer or an acceptance is made on some standard business form, with a number of "small print" statements preprinted on it,designed to protect the interests of the party writing the offer (or the acceptance). In most instances, these preprinted clauses do not match. Under the UCC, the Courts have determined that the differences do not matter in the formation of a contract, unless
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This note was uploaded on 09/10/2009 for the course MKT 764 taught by Professor Chuckhermans during the Spring '09 term at Missouri State University-Springfield.

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UCC vs CISG - Contract formation The CISG does not consider...

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