【正文】 after delivery. ? Buyer is obligated to inform the seller of any discovered defect within a reasonable time. ? If a seller delivers early, he or she may cure any defect up to the agreed upon date for delivery. Pearson Education, Inc publishing as Prentice Hall 169。 c) possess the qualities of goods which the seller has held out for the buyer as a sample。 2022 1030 Conformity of Goods ? Seller must deliver goods which are of the quantity, quality, and description required by the contract and are packaged in the manner required. ? Goods do not conform unless they: a) are fit for the purpose of which goods of the same description would ordinarily be used。 2022 1028 Seller’s Obligations ? A seller is required to: 1. deliver the goods, 2. hand over any documents relating to them, 3. ensure that the goods conform to the contract. ? The place for delivery is the place agreed to in the contract. Otherwise, it is: 1. the first carrier’s place of business, or 2. the place where the parties knew the goods were located or were to be manufactured. Pearson Education, Inc publishing as Prentice Hall 169。 2022 1026 Fundamental Breach ? When one party breaches, the other party may avoid the contract or make a demand for specific performance. ? 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 or her of what he or she is entitled to expect under the contract. ? The injured party may use the remedy of avoidance by notifying the other party and returning any goods already received. Invoice used in Taiwan Photo: CCBY /Image: Pearson Education, Inc publishing as Prentice Hall 169。 2022 1024 Acceptance With Modifications ? If the acceptance modifies some of the terms of the offer, there is a counteroffer instead of an acceptance if these inconsistencies are “material.” ? Under the CISG, additional terms or different terms relating, among other things, to the price, payment, quality 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. Pearson Education, Inc publishing as Prentice Hall 169。 2022 1022 Case 103: United Technologies International, Inc. v. Magyar Legi Kozlekedesi Vallalat ? Plaintiff offered to sell aircraft engines to defendant at specified prices in a quantity to be selected by the defendant depending upon how many planes they purchased. ? Defendants sent acceptance. ? Term requiring government approval was not a condition precedent. An enforceable contract was formed. Pearson Education, Inc publishing as Prentice Hall 169。 2022 1020 Effectiveness of an Offer ? An offer bees effective only after it reaches the offeree, a specific person addressed in the offer. ? Offers can be withdrawn before they reach the offeree. ? Offers can be revoked any time before the offeree dispatches an acceptance. ? A firm offer is an offer that the offeror promises to keep open for a fixed period of time. Pearson Education, Inc publishing as Prentice Hall 169。 2022 1018 Form ? The CISG states that a contract for sale need not be concluded in or evidenced by writing and is not subject to any other requirements as to form. It may be proved by any means, including witnesses. ? However, CISG authorizes a contracting state whose legislation requires contracts of sale to be concluded in or evidenced by writing to make a declaration at the time of ratification the CISG provision does not apply where any party has his or her place of business in that state. Pearson Education, Inc publishing as Prentice Hall 169。 2022 1016 Practices and Usages ? Parties are bound by any practices which they have established between themselves. ? A court is allowed to consider any usages that the parties agreed to. A usage is the customary method of performing or acting that is followed by a particular group of people, such as people within a particular trade. ? CISG lets a court consider “a usage of which the parties knew or ought to have known which in international trade is widely known to, and regularly observed by parties to contracts of the type involved in the particular trade concerned.” Pearson Education, Inc publishing as Prentice Hall 169。 2022 1014 Interpreting Sales Contracts ? A contract is said to be formed only when the parties have a meeting of the minds. This subjective intent approach says that contracts should be interpreted according to the actual intent