【導(dǎo)讀】　　本公約各締約國，　　考慮到在平等互利基礎(chǔ)上發(fā)展國際貿(mào)易是促進(jìn)各國間友好關(guān)系的一個重要因素，　　有助于減少國際貿(mào)易的法律障礙，促進(jìn)國際貿(mào)易的發(fā)展，　　訂立合同時，當(dāng)事人之間的任何交易或當(dāng)事人透露的情報均看不出，應(yīng)不予考慮?！　。瑧?yīng)不予考慮。　　人保證供應(yīng)這種制造或生產(chǎn)所需的大部分重要材料。　?。ǎ猓┖贤瑢λ圬浳锼袡?quán)可能產(chǎn)生的影響?！　”竟s不適用于賣方對于貨物對任何人所造成的死亡或傷害的責(zé)任?！　』蚋淖兤湫ЯΑ！　×硪环疆?dāng)事人同等資格、通情達(dá)理的人處于相同情況中，應(yīng)有的理解來解釋。　　當(dāng)事人均有約束力。　　特定貿(mào)易所涉同類合同的當(dāng)事人所廣泛知道并為他們所經(jīng)常遵守?！　′N售合同無須以書面訂立或書面證明，在形式方面也不受任何其它條件的限制?！　√岢鼋ㄗh的人明確地表示相反的意向。　　定的期間內(nèi)做出。　　書面通知反對其間的差異外，仍構(gòu)成接受。

　　

【正文】 ich has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of the contract。 (b) if a party does not have a place of business, reference is to be made to his habitual residence. Article 11A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses. Article 12Any provision of article 11, article 29 or Part II of this Convention that allows a contract of sale or its modification or termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing does not apply where any party has his place of business in a Contracting State which has made a declaration under article 96 of this Convention. The parties may not derogate from or vary the effect or this article. Article 13For the purposes of this Convention writing includes telegram and telex. PART IIFORMATION OF THE CONTRACTArticle 14(1) A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance. A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price. (2) A proposal other than one addressed to one or more specific persons is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making the proposal. Article 15(1) An offer bees effective when it reaches the offeree. (2) An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer. Article 16(1) Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance. (2) However, an offer cannot be revoked: (a) if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable。 or (b) if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer. Article 17An offer, even if it is irrevocable, is terminated when a rejection reaches the offeror. Article 18(1) A statement 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. 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) 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. Article 20(1) A period of time for 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. 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. Article 22An acc