【正文】 ? 1) An impediment beyond the defaulting party’ s control。 ? (3) Conformity of the Goods（貨物相符） ? 1) requires a seller to deliver goods that meet the specifications of the contract in terms of description, quality, quantity and packaging. ? 2) states standards relating to the goods’s quality, function and packaging that, while not mandatory, are presumed to be part of sales contract. ? (2) Except where the parties have agreed otherwise, the goods do not conform （符合） with the contract unless they: （ 除雙方當(dāng)事人業(yè)已另有協(xié)議外，貨物除非符合以下規(guī)定，否則即為與合同不符： ? (a) are fit for the purposes for which goods of the same description would ordinarily be used。 ? (2) If a letter or other writing containing a late acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without delay, the offeror orally informs the offeree that he considers his offer as having lapsed or dispatches a notice to that effect. （ 如果載有逾期接受的信件或其它書面文件表明，它是在傳遞正常、能及時送達發(fā)價人的情況下寄發(fā)的，則該項逾期接受具有接受的效力，除非發(fā)價人毫不遲延地用口 頭或書面通知被發(fā)價人：他認為他的發(fā)價已經(jīng)失效。 ? 5) Ships, vessels, hovercraft or aircraft, however it has not been interpreted to mean that it does not apply to such goods ponents(零件 )。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 國際貨物銷售合同 公約》 History of CISG drafted by? When and where did it open for signature? What39。 ? 6) Sale of electricity. Example: consumer goods ? Facts: seller – television retailer in France。 ? (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 An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have bee effective.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，送達發(fā)價人。 （ 貨物適用于同一規(guī)格貨物通常使用的目的； ? (b) are fit for any particular purpose expressly or impliedly （隱含的） made known to the seller at the time of the conclusion of the contract, except where the circumstances show that the buyer did not rely, or that it was unreasonable for him to rely, on the seller’ s skill and judgement。 ? 2) The impediment could not have been reasonably taken into account by the defaulting party at the conclusion of the contract。 3. Exemptions of Liability免責(zé) ? Article 79 ? (1) A party is not liable for a failure to perform any of his obligations if he proves that the failure was due to an impediment beyond his control and that he could not reasonably be expected to have taken the impediment into account at the time of the conclusion of the contract or to have avoided or overe it or its consequences. ? 當(dāng)事人對不履行義務(wù)，不負責(zé)任，如果他能證明此種不履行義務(wù)，是由于某種 非他所能控制的障礙 ，而且對于這種障礙， 沒有理由預(yù)期他在訂立合同時能考慮到或能 避免或克服它或它的后果 。但是，買方保留本公約所規(guī)定的要求損害賠償?shù)娜魏螜?quán)利。 and ? 3) it must match the terms of the offer exactly and unequivocally. ? (3) Time of Acceptance ? Article 21 ? (1) A late acceptance is nevertheless effective as an acceptance if without delay the offeror orally so informs （告知） the offeree or dispatches a notice to that effect. ? （ 逾期接受仍有接受的效力，如果發(fā)價人毫不遲延地用口頭或書面將此種意見通知被發(fā)價人。 ? 4) Sales of stocks, shares investment securities， Negotiable instruments（可流通票據(jù)） or money。s the aim of CISG? When did it enter into force? (for the . and China?) How many contracting parties/states(締約國 ) to the CISG?(up to 2023) Which developed country hasn39。 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。 ? (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. ? 對發(fā)價表示接受但載有添加、限制或其它更改的答復(fù)，即委拒絕該項發(fā)價，并構(gòu)成還價。 貨物適用于訂立合同時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。 ? 3) The impediment could not have been reasonably avoided or overe。 an