【正文】
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. 本公約第 11 條、第 29 條或第二部分準許銷售合同或其更改或根據協(xié)議終止,或者任何發(fā)價、接受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 96 條做出了聲明的一個締約國內,各當事人不得減損本條或改變其效力 Article 13 For the purposes of this Convention writing includes telegram and telex. 為本公約的目的, “書面 ”包括電報和電傳 PART II FORMATION OF THE CONTRACT 合同的訂立 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 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. 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發(fā)價人在得到接受時承受約束的意旨,即構成發(fā)價。 or 發(fā)價寫明接受發(fā)價的期限或以其它方式表示發(fā)價是不可撤銷的;或 (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. 被發(fā)價人有理由信賴該項發(fā)價是不可撤銷的,而且被發(fā)價人已本著對該項發(fā)價的信賴行事 Article 17 An offer, even if it is irrevocable, is terminated when a rejection reaches the offeror. 一項發(fā)價,即使是不可撤銷的,于拒絕通知送達發(fā)價人時終止 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. 被發(fā)價人聲明或做出其它行為表示同意一項發(fā)價,即是接受,緘默或不行動本身不等于接受 (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. 接受發(fā)價于表示同意的通知送達發(fā)價人時生效。對口頭發(fā)價必須立即接受,但情況有別者不在此限 (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. 但是,如果根據該項發(fā)價或依照當事人之間確立的習慣作法和慣例,被發(fā)價人可以做出某種行為,例如與發(fā)運貨物或支付價款有關的行為,來表示同意,而無須向發(fā)價人發(fā)出通知,則接受于該項行為做出時生效,但該項行為必須在上一款所規(guī)定的期間內做出 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. 對發(fā)價表示接受但載有添加、限制或其它更改的答復,即為拒絕該項發(fā)價,并構成還價 (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 mo