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1、Chapter10 Negotiation of a Contract10.2 The form and contents of a contract 10.1 The steps of signing a contract10.1 The steps of signing a contractbuyerseller 询盘(Inquiry)发盘(Offer)递盘(Bid)还盘(Counter-offer)接受(Acceptance)订立合同(Sign a contract)Inquiries are usually made by the buyers without engagement t
2、o get information about the goods to be ordered,such as quality,quantity,price,delivery date and other terms.The enquiry made by the buyer is also called invitation to offer.In some cases the inquiry can also be made by the seller,which is called invitation to make a bid.Inquiry 询盘询盘1.The definition
3、2.Conditions the formation of an offer shall possess3.Validity of offer4.Withdrawal and revocation of the offer 5.Termination of an offer is effectiveness Offer An offer is a promise conditioned on acceptance that no matter whether from an exporter or importer,must be communicated to the offered and
4、 must clearly undertake a performance definite as to all essential terms.A firm offer is a promise to sell goods at a stated period of time and once it has been accepted within its stipulated validity it cannot be withdrawn.A non-firm offer is an offer without engagement.In most cases,the contents o
5、f a non-firm offer are not clear and definite,the main terms and conditions are not complete.1.The definition（1)The offer shall be made to one or more specific persons.（2The offer shall indicate the intention of the offerer to be bound in case of acceptance。（3Contents of the offer shall be definite,
6、i.e.,trade terms of the offer shall be complete,clear,and final.2.Conditions the formation of an offer shall possess In most cases,an offer shall contain the term of validity.The most commonly used methods to stipulate time of validity are:3.Validity of offer 发盘的有效性（1）Stipulate the latest date for a
7、cceptance.（2）Stipulate a period of time for acceptance（3）Not stipulate clearly the time of validity.Withdrawal:An offer,even if it is irrevocable,may be withdrawn if the withdrawal reaches the offered before or at the same time as the offer.4.Withdrawal and revocation of the offer Revocation:As to w
8、hether an offer can be revoked or not,different laws have different explanations.According to Article 16 of the United Nations Convention on Contracts for the International Sale of Goods,an offer may be revoked if the revocation reaches the offered before he has dispatched an acceptance.（1）The time
9、validity stipulated in the offer becomes due;（2）The offered rejects or makes a counter offer;（3）The offered revokes the offer before acceptance;（4）After the offered sends an offer to the offered,force Majeure happens;（5）The offered or offered loses their action ability before the offer is accepted.5
10、.Termination of an offer is effectiveness Counter-offer means that the offeree doesnt accept the offer wholly and put forward some additions,modifications,limitations,etc.as to the basic terms and conditions contained in the offer.Once a counter is made,the original offer made by the offeror loses i
11、ts effectiveness.The United Nations Convention on Contracts for the International Sale of Goods stipulates:Counter-offer 还盘1.A reply which purports to be an acceptance but contains additional,limitations or other modifications is a rejection of the offer and constitutes a counter-offer.2.However,a r
12、eply 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 offered,without undue delay,objects orally to the discrepancy or dispatches a notice to that effect.3.Additional or
13、 different terms relating among other things，to the price，payment,quality and quantity of the goods，place and time of delivery，payment extent of one partys liability,to the other or the settlement of disputes are considered to alter the terms of the offer materially.1.The definition 2.The conditions
14、 3.The effective time of acceptance4.Late acceptance Acceptance（接受）（接受）A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance.1.The definition（1）Accpetances shall be made by a specific offeree.（2）Acceptance shall be declared in ways stipulated in the offer
15、,either orally or in a written form.（3）Acceptance shall reach the offeror within the time of validity.（4）Acceptance shall be in accordance with the offer.2.The conditions When the acceptance reaches the offerer,it becomes effective.3.The effective time of acceptance 接受生效的时间 The acceptance notice tha
16、t doesnt reach the offerer within the time of validity is called a late acceptance.Late acceptance is generally considered invalid.But under following conditions,the late acceptance is effective:4.Late acceptance 逾期接受（1）Without delay the offeror orally or in written form informs the offeror to that
17、effect.（2）If a letter or other writing containing a late acceptance shows that it has been sent in such circumstances,that if it 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 inform
18、s the offeree that he consider his offer as having lapsed or dispatches a notice to that effect.4.Late acceptance 逾期接受 An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective.5.Withdrawal of acceptance 接受的撤回10.2 Th
19、e form and contents of a contract 1.The form of contractWritten contract Oral contractOther forms of contract2.The contents of contract Preamble(1)Name of contract,such as Sales Contract,Purchases Confirmation,etc.(2)The Number of contract.(3)Each partys name and their nationalities,principal place
20、of business or residence addresses,telephone or fax number.(4)Date and place of signing.Body(1)Name of commodity(2)Quality and specification(3)Quantity(4)Method of Packing(5)Price(6)Term of Payment(7)Shipment(8)Insurance(9)Arbitration(10)Inspection(11)Discrepancy and Claims(12)Other clause(1)Concluding sentence(2)Signature of the seller and the buyer(3)SealWitness clause