【正文】 Exercises: ? 1. What are the definition and requirement of an offer? ? 2. What are the definition and requirement of an acceptance? ? 3. State the rules of consideration. ? 4. According to mon law, what are the circumstances that made specific performance not available? Chapter Five Law of International Sale of Goods 國(guó)際貨物買賣法 ? I. Introduction to CISG ? II. Formation of Contract for International Sale of Goods ? III. Obligations of the Seller and Buyer ? IV . Remedies for Breach of Contract ? V. Passing of Risk I. Introduction to CISG is CISG? CISG: the United Nations Convention on Contracts for the International Sale of Goods《聯(lián)合國(guó) 國(guó)際貨物銷售合同 公約》 History of CISG drafted by? When and where did it open for signature? What39。s the aim of CISG? When did it enter into force? (for the . and China?) How many contracting parties/states(締約國(guó) ) to the CISG?(up to 2023) Which developed country hasn39。t ratified CISG? 2. Scope/Framework of the CISG The CISG is posed of 101 Articles that are divided into four parts: CISG Sphere of Application and General Provisions Formation of the Contract Sale of Goods Final Provision 3. Applicability（適用范圍） of the CISG ? (1) Direct application. ? Through Article 1(1) (a), the CISG applies when both parties to the contract of sale have their places of business in different states that are both contracting states. Places of business ? Facts: the contract is ?between two Chinese panies ?negotiated entirely within China ?but one of them had a place of business outside China ?the contract was formed with that branch and to be performed outside China. ? Issue: Does CISG govern this transaction? Places of business ? Decision: Yes, it is “ places of business” that determines “ international” or not. ? Nationality of individuals / location of negotiation / place of delivery is not a determinate factor for “ international” . ? (2) Indirect application. ? According to Article (1) (b), Even if one or both parties do not have their place of business in a contracting state, the CISG might still apply “when the rules of private international law(國(guó)際私法 ) lead to the application of the law of a contracting state”. “ 如果國(guó)際私法規(guī)則導(dǎo)致適用某一締約國(guó)的法律 ” Sphere of Application ? Article 1 (1) This Convention applies to contracts of sale of goods between parties whose places of business are in different States: (a) when the States are Contracting States。 or (b) when the rules of private international law lead to the application of the law of a Contracting State. (2) The fact that the parties have their places of business in different States is to be disregarded whenever this fact does not appear either from the contract or from any dealings between, or from information disclosed by, the parties at any time before or at the conclusion of the contract. (3) Neither the nationality of the parties nor the civil or mercial character of the parties or of the contract is to be taken into consideration in determining the application of this Convention. 第一章 . 適用范圍 第一條 (1) 本公約適用于營(yíng)業(yè)地在不同國(guó)家的當(dāng)事人之間所訂立的貨物銷售合同： (a) 如果這些國(guó)家是締約國(guó)；或 (b) 如果國(guó)際私法規(guī)則導(dǎo)致適用某一締約國(guó)的法律。 (2) 當(dāng)事人營(yíng)業(yè)地在不同國(guó)家的事實(shí)，如果從合同或從訂立合同前任何時(shí)候或訂立合同時(shí)，當(dāng)事人之間的任何交易或當(dāng)事人透露的情報(bào)均看不出，應(yīng)不予考慮。 (3) 在確定本公約的適用時(shí)，當(dāng)事人的國(guó)籍和當(dāng)事人或合同的民事或商業(yè)性質(zhì)，應(yīng)不予考慮。 ? (3) Opting out(退出 ) ? Article 6 The parties may exclude the application of this Convention or, subject to article 12, derogate from or vary the effect of any of its provisions. ? 雙方當(dāng)事人可以不適用本公約，或在第十二條的條件下，減損本公約的任何規(guī)定或改變其效力。 ? (4) Opting in(決定參加 ) ? Two leves: ? a)Parties in noncontracting states can agree that the CISG or law of contractiong state is applicable to their contract. ? b) Parties in contracting states can also agree theinr contract should be governed by CISG rules despite the fact that it is not a sale contract falling under the CISG. ? (5) Exclusions(Article45) ? The CISG does not apply to various types of questions as follows: ? 1) Exclusion of questions of validity of the contract. ? 2) Exclusion of questions of effect on property. ? 3) Exclusion of questions of liability due to death or personal injury. This Convention governs only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from such a contract. In particular, except as otherwise expressly provided in this Convention, it is not concerned with: (a) the validity of the contract or of any of its provisions or of any usage。 (b) the effect which the contract may have on the property in the goods sold. Article 4 第四條 本公約只適用于銷售合同的 訂立 和賣方和買方因此種合同而產(chǎn)生的 權(quán)利和義務(wù) 。特別是，本公約除非另有明文規(guī)定，與以下事項(xiàng) 無(wú)關(guān)： (a) 合同的效力，或其任何條款的效力，或任何慣例的效力； (b) 合同對(duì)所售貨物所有權(quán)可能產(chǎn)生的影響。 ? Article 5 ? This Convention does not apply to the liability （責(zé)任、義務(wù)） of the seller for death or personal injury caused by the goods to any person. ? 本公約不適用于賣方對(duì)于貨物對(duì)任何人所造成得死亡或傷害的責(zé)任 ? (6) Reservation（保留） ? China makes two reservations towards the provisions under CISG。 ? 1) regarding the reservation towards the applicable scope of CISG. ? 2) regarding the reservation towards the form of a contract.. 4. Sales of Goods Under the CISG (Article 23) ? What does goods mean in CISG? ? What does sales mean in CISG? ? (1) Goods ? The CISG applies only to a sale of goods. ? First, it excludes international consumer sales of “goods bought for personal, family or household use.” ? (供私人 、 家人或家庭使用的貨物 ) ? Second, the CISG specifically excludes certain specific kinds of sales such as sale by auction, and certain specific kinds of go