【正文】 ove two situations, the place of delivery is the place where the seller had his place of business at the time of the conclusion of the contract. ? 在其它情況下，賣方應(yīng)在他于訂立合同時(shí)的營(yíng)業(yè)地把貨物交給買方處置。 ) ? (3) Additional or different terms relating, among other things, to the price, payment, quality and quantity of the goods, place and time of delivery, extent of one party’ s liability to the other or the settlement of disputes are considered to alter the terms of the offer materially （本質(zhì)上） . ? 有關(guān)貨物價(jià)格、付款、貨物質(zhì)量和數(shù)量、交付地點(diǎn)和時(shí)間、一方當(dāng)事人對(duì)另一方當(dāng)事人的賠償責(zé)任范圍或解決爭(zhēng)端等等的添加或不同條件，均視為實(shí)質(zhì)上變更發(fā)價(jià)的條件。 ? (4) Withdrawal of Acceptance ? Article 22 ? An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have bee effective. ? （ 接受得予撤回，如果撤回通知于接受原應(yīng)生效之前或同時(shí)，送達(dá)發(fā)價(jià)人。） Case Study ? A Chinese pany X sent an offer to an American pany Y on the morning of May 17, with the provision of irrevocable, and provided that only the acceptance made before May 25 was effective. Company X sent the withdrawal of the offer on the afternoon of May 17. The withdrawal reached pany Y on May 18. pany Y received X’ s offer on May 19, and made the acceptance with telegraph. Later the two parties argued whether the contract was formed. ? Question: Was pany X’ s offer successfully withdrawn? ? Yes. The time the withdrawal of offer should reach the offeree before or at the same time as the offer reaches the offeree. In this case, the time the withdrawal of offer reached pany Y was on May 18, it’ s the time before the time that the offer reached pany Y, May 19. ? 3. Acceptance ? (1) Definiteness ? Under Article 18, an acceptance is either a statement or an act of the offeree indicating assent to an offer. ? Acceptance of an offer may be made by means of a statement (聲明 ) or other conduct(其他行為 ) of the offeree indicating assent to the offer(對(duì)一項(xiàng)發(fā)價(jià)表示同意 ) that is municated to the offeror(向發(fā)價(jià)人表示出來(lái) ). ? Silence or inactivity does not constitute acceptance. ? (2) Requirements of Acceptance ? Whether an acceptance is effective is determined by three indicators: ? 1) it must be made by the offeree。 ? 2) their quantity or determinable quantity。 (d) of stocks, shares, investment securities, negotiable instruments or money。 ? 6) Sale of electricity. Example: consumer goods ? Facts: seller – television retailer in France。 ? 2) Sales by auction（拍賣） 。 (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) 。 (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。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。 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。 ? (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。 ? 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 goods, such