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1、Import irrevocable offer实盘 ) (unconditionally accepted; binding on both parties. ),2. Contents be definite,1.be made to one or more specific persons.,发盘 的 条件,Conditions the formation of an offer shall possess,3. indicate the intention of the offer or to be bound in case of acceptance.,4. the offer w
2、ill be effective when it reach the offeree,1.be made to one or more specific persons.,Is the business advertisement an offer？ The difference between offer and business advertisment（invitation to an offer）。,2.Contents of the offer shall be definite,trade terms of the offer shall be complete, clear, a
3、nd final. 1) To be clear: The main trading terms should be completely denoted. 2) To be final: without reservation,2.Contents of the offer shall be definite,3) To be complete: all main items should rather be completely stated in the offer. It includes all the necessary items for transaction.,accordi
4、ng to the United Nations Convention on Contracts for the International Sale of Goods, an offer becomes definite or firm as long as it has the name, quantity and the price of the goods,2.Contents of the offer shall be definite,*Such an offer will be binding on the offerer if the offer is accepted by
5、the offeree.,3. The offer shall indicate the intention of the offer or to be bound in case of acceptance.,1)Offer by oral, it is effective from the time the offeree knows contents of the offer. 2)Offer in written, there are two opinions: posting opinion and arrival opinion.,4.the offer will be effec
6、tive when reaching offeree,Text,Text,Text,when it is received,as the offer is dispatched,common law英美,civil law和公约,4.the offer will be effective when reaching offeree,*The firm offer specifies the time by which the offer is valid and the time acceptance must be received (“our time”). *the offeror ca
7、nnot revoke or amend what he has offered during the validity of the offer.,validity of the offer,1、明确规定有效期 1)Stipulate the latest date for acceptance. This offer is firm subject to the acceptance reaching us not later than July 15th This offer is valid till Friday our time 2)Stipulate a period of ti
8、me We will keep the offer valid for one month 存在如何计算“一段接受期间”的起讫问题,2.未规定有效期Not stipulate clearly the time of validity. 合理时间(Reasonable Time) :口头发盘应当场表示接受。 validity of the offer make it possible for the offeree to accept or to decline the offer. The acceptance made by the offeree before the validity e
9、xpires is effective legally.,案例分析,H公司有一批羊毛待售，4月2日公司销售部以信件的形式向某市第一纺织厂发出要约，将羊毛的数量、质量、价格等主要条款做了规定，约定若发生争议将提交某仲裁委员会仲裁。并特别注明希望在15日内得到答复。但由于工作人员疏忽，信件没有说明要约的起算日期，信件的落款也没有写日期。4月4日公司人员将信件投出，4月17日纺织厂收到信件。恰巧纺织厂急需一批羊毛，第二天即拍发电报请其准备尽快发货。邮局于4月19日送达H公司。不料H公司却在4月18日由于未收到纺织厂的回信，已将羊毛卖给另一纺织厂。第一纺织厂几次催货未果，向仲裁委员会提请仲裁，要求H公
10、司赔偿其损失。试对此案例进行分析。,Withdrawal and revocation of the offer,withdrawal: the withdrawal notice reaches the offeree before or at the same time as the offer. and withdrawal of offer is ineffective until it arrives. 一般只在适用信件或电报向国外发盘时才适用？公约规定：“一项发盘，即使是不可撤销的，也可撤回，如果撤回的通知在发盘到达受盘人之前或同时到达受盘人。”,Withdrawal and re
11、vocation of the offer,revocation: revocation reaches the offeree before he has dispatched an acceptance. Generally speaking, an offer, once made, can be revoked before acceptance. But an offer is irrevocable if it states a fixed time for acceptance or the offee has taken action accoding to the offer
12、.,Withdrawal and revocation of the offer,While In common law (英美法)countries, the rule is that an offer which states a fixed time for acceptance is in every case to be treated as revocable. *英美法和大陆法对撤回和撤销有不同意见,An offer is terminated in the following forms: The party offering may revoke the offer if n
13、o consideration has been given. The offer may lapse (either after a specified time, or it may just become stale).,Termination of offer,Offer may come to an end after a stipulated event occurs or does not occur. Offer may lapse on death of the party offering. Offer is killed by a counter-offer.,Termi
14、nation of offer,unclear, incomplete and with reservations not binding on the offeror the offer only includes part of the terms. The main terms are not completely listed. Besides, the offer is subject to the offerors final confirmation.,Indefinite offer,若发盘中附有保留条件，如：“this offer is subject to our fina
15、l confirmation” ，或“prior to selling” 等，则此建议不能构成发盘，只能视为邀请发盘（Invitation for Offer）。,We are offering you 120metric tons of black tea at USD958 net M/T CFR shanghai for shipment during November/ December subject to your order reaching here by July 30th.,发盘示例,the offeree doesnt accept the offer wholly an
16、d put forward some additions, modification, limitations, etc as to the basic terms and conditions contained in the offer.,Counter-Offer,material modification: price, payment, quality,quantity, place and time of delivery, settlement of disputes.,还盘的形式,non-material modification,Counter-Offer,kinds of Counter-Offer,A counter-offer, in fact, is a rejection of the offer. Hence, it is a new offer and at the same time, the original offer lapses.,kind
