【文章內(nèi)容簡介】 nt made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance. (2) An acceptance of an offer bees effective at the moment the indication of assent reaches the offeror. An acceptance is not effective if the indication of assent does not reach the offeror within the time he has fixed or, if no time is fixed, within a reasonable time, due account being taken of the circumstances of the transaction, including the rapidity of the means of munication employed by the offeror. An oral offer must be accepted immediately unless the circumstances indicate otherwise. (3) However, if, by virtue of the offer or as a result of practices which the parties have established between themselves or of usage, the offeree may indicate assent by performing an act, such as one relating to the dispatch of the goods or payment of the price, without notice to the offeror, the acceptance is effective at the moment the act is performed, provided that the act is performed within the period of time laid down in the preceding paragraph. 第十九條 （１）對發(fā)價表示接受但載有添加、限制或其它更改的答復(fù)，即為拒絕該項發(fā)價，并構(gòu)成還價。 （２）但是，對發(fā)價表示接受但載有添加或不同條件的答復(fù)，如所載的添加或不同條件在實質(zhì)上并不變更該項發(fā)價的條件，除發(fā)價人在不過分遲延的期間內(nèi)以口頭或書面通知反對其間的差異外，仍構(gòu)成接受。如果發(fā)價人不做出這種反對，合同的條件就以該項發(fā)價的條件以及接受通知內(nèi)所載的更改為準(zhǔn)。 Article 19 (1) A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counteroffer. (2) However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, objects orally to the discrepancy or dispatches a notice to that effect. If he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance. （３）有關(guān)貨物價格、付款、貨物質(zhì)量和數(shù)量、交貨地點和時間、一方當(dāng)事人對另一方當(dāng)事人的賠償責(zé)任范圍或解決爭端等等的添加或不同條件，均視為在實質(zhì)上變更發(fā)價的條件。 (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 party39。s liability to the other or the settlement of disputes are considered to alter the terms of the offer materially. 第二十條 （１）發(fā)價人在電報或信件內(nèi)規(guī)定的接受期間，從電報交發(fā)時刻或信上載明的發(fā)信日期起算，如信上未載明發(fā)信日期，則從信封上所載日期起算。發(fā)價人以電話、電傳或其它快速通訊方法規(guī)定的接受期間，從發(fā)價送達(dá)被發(fā)價人時起算。 （２）在計算接受期間時，接受期間內(nèi)的正式假日或非營業(yè)日應(yīng)計算在內(nèi)。但是，如果接受通知在接受期間的最后１天未能送到發(fā)價人地址，因為那天在發(fā)價人營業(yè)地是正式假日或非營業(yè)日，則接受期間應(yīng)順延至下一個營業(yè)日。 Article 20 (1) A period of time of acceptance fixed by the offeror in a telegram or a letter begins to run from the moment the telegram is handed in for dispatch or from the date shown on the letter or, if no such date is shown, from the date shown on the envelope. A period of time for acceptance fixed by the offeror by telephone, telex or other means of instantaneous munication begins to run from the moment that the offer reaches the offeree. (2)Official holidays or nonbusiness days occurring during the period for acceptance are included in calculating the period. However, if a notice of acceptance cannot be delivered at the address of the offeror on the last day of the period because that day falls on an official holiday or a nonbusiness day at the place of business of the offeror, the period is extended until the first business day which follows. 第二十一條 （１）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。 （２）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(dá)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(rèn)為他的發(fā)價已經(jīng)失效。 Article 21 (1) A late acceptance is nevertheless effective as an acceptance if without delay the offeror orally so informs the offeree or dispatches a notice to that effect. (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. 第二十二條 或同時，送達(dá)發(fā)價人。 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. 第二十三條 Article 23 A contract is concluded at the moment when an acceptance of an offer bees effective in accordance with the provisions of this Convention. 第二十四條 意旨表示“送達(dá)”對方，系指用口頭通知對方或通過任何其它方法送 交對方本人，或其營業(yè)地或通訊地址，如無營業(yè)地或通訊地址，則送交對方慣常居住地。 residence. Article 24 For the purposes of this Part of the Convention, an offer, declaration of acceptance or any other indication of intention reaches the addressee when it is made orally to him or delivered by any other means to him personally, to his place of business or mailing address or, if he does not have a place of business or mailing address, to his habitual 第三部分 貨物銷售 Part III. Sale of goods CHAPTER I. GENERAL PROVISIONS 第二十五條 受損害，以致于實際上剝奪了他根據(jù)合同規(guī)定有權(quán)期待得到的東西，即為根本違反合同，除非違反合同一方并不預(yù)知而且一個同等資格、通情達(dá)理的人處于相同情況中也沒有理由預(yù)知會發(fā)生這種結(jié)果。 Article 25 A breach of contract mitted by one of the parties is fundamental if it results in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract, unless the party in breach did not foresee and a reasonable person of the same kind in the same circumstances would not have foreseen such a result. 第二十六條 知，方始有效。 Article 26 A declaration of avoidance of the contract is effective only if made by notice to the other party. 第二十七條 的規(guī)定，以適合情況的方法發(fā)出任何通知、要求或其它通知后，這種通知如在傳遞上發(fā)生耽擱或錯誤，或者未能到達(dá)，并不使該當(dāng)事人喪失依靠該項通知的權(quán)利。 Article 27 Unl