1. Contract Formation Offer and Acceptance under CISG

2. Introduction Articles 14-24, known as Part II govern contract formation under CISG States can Opt-out Requires only offer and acceptance

3. Article 23 A contract is concluded, becomes binding when an acceptance of an offer becomes effective.

4. Offer: Article 14 Three Requirements: ◦Proposal for concluding a contract ◦Must indicate an intention to be bound in case of acceptance ◦Sufficiently definite.

5. Sufficiently Definite Definite as to 3 terms: ◦Description of the goods ◦Quantity of goods ◦Price of goods  Flexible pricing ok

6. Open Quantity Contracts Under Article 14 allowed because there is a provision for determining the quantity. ◦Output contracts ◦Exclusive dealing contracts

7. Revocation of Offer Article 16- offers are revocable unless the offer indicates otherwise Can become irrevocable through: ◦Offerors statement ◦Resonable reliance ◦Power to revoke is terminated by sending of acceptance

8. Acceptance Article 18 ◦A statement or conduct by an offeree indicating assent to an offer. ◦Acceptance is not effective until it reaches (is delivered to) the offeror. ◦Acceptance by conduct- offeree must still notify the offeror

9. “Battle of the forms” Acceptance may not differ as to any material term. If differs, it is a counter offer