【正文】 al trade. (2) Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the rules of private international law. Article 8 (1) For the purposes of this Convention statements made by and other conduct of a party are to be interpreted according to his intent where the other party knew or could not have been unaware what that intent was. (2) If the preceding paragraph is not applicable, statements made by and other conduct of a party are to be interpreted according to the understanding that a reasonable person of the same kind as the other party would have had in the same circumstances. (3) In determining the intent of a party or the understanding a reasonable person would have had, due consideration is to be given to all relevant circumstances of the case including the negotiations, any practices which the parties have established between themselves, usages and any subsequent conduct of the parties. Article 9 (1) The parties are bound by any usage to which they have agreed and by any practices which they have established between themselves. (2) The parties are considered, unless otherwise agreed, to have impliedly made applicable to their contract or its formation a usage of which the parties knew or ought to have known and which in international trade is widely known to, and regularly observed by, parties to contracts of the type involved in the particular trade concerned. 在第十二條 的條件下，減損本公約的任何規(guī)定或改變其效力。 （２）凡本公約未明確解決的屬于本公約范圍的問題，應按照本公約所依據(jù)的一般原則來解決，在沒有一般原則的情況下，則應按照國際私法規(guī)定適用的法律來解決。 （２）如果上一款的規(guī)定不適用，當事人所 作的聲明和其它行為，應按照一個與另一方當事人同等資格、通情達理的人處于相同情況中，應有的理解來解釋。 第九條 （１）雙方當事人業(yè)已同意的任何慣例和他們之間確立的任何習慣做法，對雙方當事人均有約束力。 (b) if a party does not have a place of business, reference is to be made to his habitual residence. Article 11 A 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 12 Any 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 13 For the purposes of this Convention writing includes telegram and telex. PART II FORMATION OF THE CONTRACT Article 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 offer or 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 并為他們所經(jīng)常遵守。 第十一條 合同形式 銷售合同 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。 第十二條 本公約第十一條、第二十九條 或第二部分準許銷售合同或其更改或根據(jù)協(xié)議終止，或者任何要約、承諾 或其它意旨表示得以書面以外任何形式做出的任何規(guī)定不適用，如果任何一方當事人的營業(yè)地是在已按照本公約第九十六條做出了聲明的一個締約國內(nèi)，各當事人不得減損本條或改變其效力。 第二部分 合同的訂立 重點 第十四條 要約定義 （１）向一個或一個以上特定的人提出的訂立合同的建議，如果十分確定并且表明要約人在得到承諾 時承受約束的意旨，即構成要約。不包括交貨時間等 （２）非向一個或一個以上特定的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。 第十五條 要約生效 （１）要約于送達被要約人時生效。 第十六條 要約撤銷 （１）在未訂立合同之前，要約得予撤銷，如果撤銷通知于被要約人發(fā)出承諾 通知之前送達被要約人。 公平原則 第十七條 要約終止 要約，即使是不可撤銷的，于拒絕通知送達要約人時終止。 （２） 承諾于表示同意的通知送達要約人時生效 。對口頭要約必須立即承諾 ，但情況有別者不在此限。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. 例如與發(fā)運貨物或支付價款有關的行為，來表示同意，而無須向要約人發(fā)出通知，則 承諾于該項行為做出時生效 ，但該項行為必須在上一款所規(guī)定的期間內(nèi)做出。 （２）但是，對要約表示承諾 但載有添加或不同條件的答復，如 所載的添加或不同條件在 實質(zhì)上并不變更該項要約的條件 ，除要約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，仍構成承諾 。 （３）有關 貨物價格、付款、貨物質(zhì)量和數(shù)量、交貨地點和時間、一方當事人對另一方當事人的賠償責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)上變更要約的條件。要約人以電話、電傳或其它快速通訊方法規(guī)定的承諾 期間，