United Nations Convention on Contracts for the International Sale of Goods in the United States

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 becomes 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 communication 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 counter-offer.

(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 party’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 communication,
begins to run from the moment that the offer reaches the offeree.

(2) Official holidays or non-business 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
non-business 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 22

An acceptance may be withdrawn if the withdrawal reaches the offeror before
or at the same time as the acceptance would have become effective.

Article 23

A contract is concluded at the moment when an acceptance of an offer
becomes effective in accordance with the provisions of this Convention.

Article 24

For the purposes of this Part of the Convention, an offer, declaration of
acceptance or any other indication of intention “reaches” the addressee
when it is made orally to him or delivered by any other means to him
personally, to his place of business or mailing address or, if he does not
have a place of business or mailing address, to his habitual residence.

PART III

SALE OF GOODS

Chapter I

GENERAL PROVISIONS

Article 25

A breach of contract committed by one of the parties is fundamental if it
results in such detriment to the other party as substantially to deprive
him of what he is entitled to expect under the contract, unless the party
in breach did not foresee and a reasonable person of the same kind in the
same circumstances would not have foreseen such a result.

Article 26

A declaration of avoidance of the contract is effective only if made by
notice to the other party.

Article 27

Unless otherwise expressly provided in this Part of the Convention, if any
notice, request or other communication is given or made by a party in
accordance with this Part and by means appropriate in the circumstances, a
delay or error in the transmission of the communication or its failure to
arrive does not deprive that party of the right to rely on the
communication.

Article 28

If, in accordance with the provisions of this Convention, one party is
entitled to require performance of any obligation by the other party, a
court is not bound to enter a judgement for specific performance unless the
court would do so under its own law in respect of similar contracts of sale
not governed by this Convention.

Article 29

(1) A contract may be modified or terminated by the mere agreement of the
parties.

(2) A contract in writing which contains a provision requiring any
modification or termination by agreement to be in writing may not be
otherwise modified or terminated by agreement. However, a party may be
precluded by his conduct from asserting such a provision to the extent that
the other party has relied on that conduct.

Chapter II

OBLIGATIONS OF THE SELLER

Article 30

The seller must deliver the goods, hand over any documents relating to them
and transfer the property in the goods, as required by the contract and
this Convention.

Section I. Delivery of the goods and handing over of documents

Article 31

If the seller is not bound to deliver the goods at any other particular
place, his obligation to deliver consists:

(a) if the contract of sale involves carriage of the goods – in handing
the goods over to the first carrier for transmission to the buyer;

(b) if, in cases not within the preceding subparagraph, the contract
related to specific goods, or unidentified goods to be drawn from a
specific stock or to be manufactured or produced, and at the time of
the conclusion of the contract the parties knew that the goods were
at, or were to be manufactured or produced at, a particular place –
in placing the goods at the buyer’s disposal at that place;

(c) in other cases – in placing the goods at the buyer’s disposal at the
place where the seller had his place of business at the time of the
conclusion of the contract.