and which in international trade is widely known to and regularly observed by

And which in international trade is widely known to

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and which in international trade is widely known to, and regularly observed by parties to contracts of the type involved in the particular trade concerned” See case 10-2: TREIBACHER on the definition of “consignment”
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Interpreting Sales Contracts (cont’d) Form Written requirement? Sales contract need not be evidenced in writing and is not limited to what form – it may be proved by witnesses Emails, purchase orders, etc Compromise: States may (at time of ratification) exclude CISG and use domestic law for form and written requirements for party has its place of business in that state
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Formation of Contract Offer A proposal by one person to another indicating an intention to enter into a contract under specified terms Must show “intention to be bound” Example – newspaper advertisement Defineteness Offer must describe the goods with sufficient clarity that the parties know what is offered for sale, its quantity and price Price may be determined by “price generally charged” at the time and circumstances involved See examples of “rush orders” etc. Specific Offerees One or more specific persons – i.e. Not a newspaper advertisement, Invitation to Treat
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Formation of Contract (cont’d) Effectiveness of an offer Revocation Offers are revocable at any time before the offeree has dispatched an acceptance, UNLESS offer is stated to be irrevocable CISG: by any means » Common law: by the same means sent Firm Offers Offer that offeror promises to keep open for a fixed period of time CISG: enforceable » Common law, must be supported by consideration Promise does not need to be signed, nor in writing, no time limitation. » Enforceable if irrevocable or offeree can reasonably rely on conduct that implies that the offer is firm
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Formation of Contract (cont’d) Acceptance Statement or conduct by the offeree indicating assent that is communicated to the offeror Agreement to enter into a contract proposed by an offeror Silence – obviously not a statement and does not meet the “conduct” requirement unless agreed to by offeree by statement or conduct » … this is such a good deal …I assume that you have accepted unless I hear otherwise » … unless you hear otherwise from me within three days of your order … I will ship the product to you at $100/pc
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Formation of Contract (cont’d) Acceptance (cont’d) Time of acceptance Within time period specified If no time period, then reasonable time If oral, acceptance must be immediate CISG adopts the “receipt theory/rule” – acceptance valid upon receipt As opposed to postal rule/dispatch rule/mailbox rule – where acceptance is valid upon dispatch
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Formation of Contract (cont’d) Acceptance (cont’d) Acceptance by conduct If offeror asks for performance of an act – acceptance is effective when act is performed.
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