国际商法 Part 3 Contract Law 合同法课件.pptxVIP

Section III  Contract law for the International Sale of Goods;Major Issues to Be Covered Definition and Form of Contract Validity and Formation of Contract Contents of a Contract Breach of Contract and Remedies;Part I Formation and Validity of Contracts;I Definition and Form of Contract;B) China’s Contract Law: “A contract is an agreement establishing, modifying and terminating the civil rights and obligations between natural persons, legal persons or other organizations.”本法所称合同是平等主体的自然人、法人、其他组织之间设立、变更、终止民事权利义务关系的协议。;“The written form shall be adopted if laws or administrative regulations so require. The written form shall be adopted if the parties so agree.”法律、行政法规规定采用书面形式的，应当采用书面形式。当事人约定采用书面形式的，应当采用书面形式。;II. Validity and Formation of Contract;2. Offer 要约 1) the concept of offer An offer is a proposal by one person to another indicating an intention to enter into a contract under specified terms.;The Second Restatement of Contracts: “ An offer is a manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.”;2) Requirements of Offer a) An offer must be addressed to one or more specific persons. b) an offer must be sufficiently definite and indicates the intention of the offeror to be bound. (Definiteness: description of goods, expressly or implicitly specifies the quantity and price etc.);3) Lapse of Offer要约的失效 a) On the death either of the offeror or the offeree before acceptance. b) By non-acceptance within the time prescribed for acceptance.;c) When no time for acceptance is prescribed, by non-acceptance within a reasonable time. (How to decide reasonable time?) d) Express rejection.明确拒绝 e) Counter offer.反要约 f) Revocation by the offeror.撤销/撤回要约;4) Revocation of offer要约的撤销 a) Definition: The offeror notifies the offeree of the invalidity of the offer so as to be free from it before acceptance of the offeree.;b) English law: An offer may be revoked at