【正文】 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。 (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) On execution or otherwise by authority of law( 根據(jù)法律執(zhí)行令狀或其他領(lǐng)狀的銷售 ) 。 (e) of ships, vessels, hovercraft or aircraft。 ? 2) it must be made within the time period specified in the offer。 ? (6) The Time a Contract Is Formed ? A contract is formed when the acceptance is effective. ? Article18:An acceptance of an offer bees effective at the moment the indication of assent reaches the offeror. ? Case:Is there a contract? ? A pany T in Guangzhou sent an offer to a pany L in New York on May 1 for sales of goods. T limited that the acceptance before May 10 was effective. L informed T that it would accept the offer. But for the delay of the post office, the date that the acceptance reached T was beyond the validity period. T obtained the information that market price rose in the afternoon, May 10. ? Under CISG, is the contract formed under the following situations? ? 1) If ,after received the acceptance from L, T informed L immediately that the offer was effective。如果賣方在那個(gè)時(shí)間以前已移交這些單據(jù)，他可以在那個(gè)時(shí)間到達(dá)前糾正單據(jù)中任何不符合同規(guī)定的情形，但是，此一權(quán)利的行使不得使買方遭受不合理的不便或承擔(dān)不合理的開支。但是，如果這種權(quán)利或要求是以工業(yè)產(chǎn)權(quán) 或其它知識(shí)產(chǎn)權(quán)為基礎(chǔ)的，賣方的義務(wù)應(yīng)依照第四十二條的規(guī)定。 and ? (b) in taking over the goods. ? 買方收取貨物的義務(wù)如下： 采取一切理應(yīng)采取的行動(dòng)，以期賣方能交付貨物；和接收貨物。 to forsee 7. Creditworthy Whether or not you are willing to lend money to someone 8. Aggrieved Wronged, Offended, or Injured 9. Avoid To get around something。 ? 3) The impediment could not have been reasonably avoided or overe。 ? 2) Place of payment. ? If the parties did not determine the place of payment, under article 57, the price is to be paid at the seller’ s place of business. ? Article 57 ? (1) If the buyer is not bound to pay the price at any other particular place, he must pay it to the seller: ? 如果買方?jīng)]有義務(wù)在任何其它特定地點(diǎn)支付價(jià)款，他必須在以下地點(diǎn)向賣方支付價(jià)款： ? (a) at the seller’ s place of business。 貨物適用于訂立合同時(shí)曾明示或默示地通知賣方的任何特定目的，除非情況表明買方并不依賴賣方的技能和判斷力，或者這種依賴對(duì)他是不合理的； ? (c) possess （占有） the qualities of goods which the seller has held out to the buyer as a sample or model。 2) Time of Delivery ? Article 33: The seller must deliver the goods: ? ① If a date is fixed by or determinable from the contract, on that date。 ? (5) Acceptance with Modifications(變更的接受 ) ? Under the CISG, if the additional or different terms do not materially alter the terms of the offer, the reply constitutes an acceptance, unless the offeror without undue delay objects to those terms. ? If the additional or different terms do materially alter the terms of the contract, the reply constitutes a counteroffer. Article 19 ? (1) A reply to an offer which purports （主旨） to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counteroffer. ? 對(duì)發(fā)價(jià)表示接受但載有添加、限制或其它更改的答復(fù)，即委拒絕該項(xiàng)發(fā)價(jià)，并構(gòu)成還價(jià)。 and ? 3) their price and determinable price. ? (3) Effectiveness of an Offer ? The time that an offer bees effective is the time when the offer reaches the offeree. ? (4) Withdrawal and Revocation of an Offer ? The CISG allows the offeror to withdraw any offer, including offers that promise that they are irrevocable, as long as the withdrawal reaches the offeree before or at the same time as the offer. ? The CISG allows a party to revoke his offer before it has been accepted. Exceptions are that offers which indicate that they are irrevocable, and offers which state a fixed time for their acceptance will create an expectation in the offeree that they will not be revoked. ? Article 16 ? (1) Until a contract is concluded an offer may be revoked （無效） if the revocation （撤 銷 ） reaches the offeree before he has dispatched （發(fā)出） an acceptance. （在未訂立合同之前，發(fā)價(jià)得予撤銷，如果撤銷通知于被發(fā)價(jià)人發(fā)出接受通知之前送達(dá)被發(fā)價(jià)人。 buyer, a resident of China. In the contract it states: the television is for family use. When there is dispute, ? Issue: is CISG applicable? ? Decision: No. the French Law on Protecting Consumer’ s Rights and Interests is applicable Example: consumer goods ? Facts: Seller – a puter retailer in France, receives an order for a puter from buyer, a resident of China. The order is for a powerful, expensive puter of the sort monly bought for use in business firms. When a dispute arises, ? Issue: is covered by CISG or law on protecting consumer? ? Decision: CISG ? Article 2 This Convention does not apply to sales: (a) of goods bought for personal, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use。特別是，本公約除非另有明文規(guī)定，與以下事項(xiàng) 無關(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。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