国贸案例分析01082.doc

案例分析 1 Conditions to Constitute a Valid Offer 构成发盘的条件 (1）The offer shall be made to one or more specific person （2）The offer shall be the definite expression in which the offeror express that he shall conclude the transaction on the terms and conditions stipulated therein. An invitation to treat is not an offer,but an indication of a person’s willingness to negotiate a contract （3）The offer shall indicate the intention of the offeror to be bound in case of acceptance.This intention may be indicated by terms as “firms” offer,”offer”with engagement （4）Contents of the offer must be definite （5）An offer should be received by the offeree 2 Modified Acceptance 有条件的接受 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 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 to the discrepancy .If the offeror does not object,the terms of the contract are the terms of the offer with the modifications contained in the acceptance. —Case Sample A orders a machine from B to be tested on A’s premises.In its acknowledgment of order B declares that it accepts the terms of the offer,but adds that it wishes to be present at the testing of the machine.The additional term is not a “material”modification of the offer and will therefore become part of the contract unless A objects without undue delay. 译： A从B订购了一台机器在A的场所进行检验。 在订货的确认中B声明接受发盘的条款，并补充说希望到测试机器的现场。附加条款不是发盘的实质性修改，因此将成为一部分合同的，除非A毫不迟疑反对。 3 Late Acceptance逾期接受 Late acceptance is generally considered invalid except following conditions: 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 witing contain