Unidroit Uniform Law on the Formation of Contracts for the International Sale of Goods
Единообразный закон УНИДРУА о заключении договоров международной купли-продажи товаров
The present law shall apply to the formation of contracts of sale
of goods which, if they were concluded, would be governed by the
Uniform Law on the International Sale of Goods.
1. The provision of the following Articles shall apply except to
the extent that it appears from the preliminary negotiations, the
offer, the reply, the practices which the parties have established
between themselves or usage, that other rules apply.
2. However, a term of the offer stipulating that silence shall
amount to acceptance is invalid.
An offer or an acceptance need not be evidenced by writing and
shall not be subject to any other requirement as to form. In
particular, they may be proved by means of witnesses.
1. The communication which one person addresses to one or more
specific persons with the object of concluding a contract of sale
shall not constitute an offer unless it is sufficiently definite to
permit the conclusion of the contract by acceptance and indicates
the intention of the offeror to be bound.
2. This communication may be interpreted by reference to and
supplemented by the preliminary negotiations, any practices which
the parties have established between themselves, usage and the
provisions of the Uniform Law on the International Sale of Goods.
1. The offer shall not bind the offeror until it has been
communicated to the offeree; it shall lapse if its withdrawal is
communicated to the offeree before or at the same time as the offer.
2. After an offer has been communicated to the offeree it can be
revoked unless the revocation is not made in good faith or in
conformity with fair dealing or unless the offer states a fixed
time for acceptance or otherwise indicates that it is firm or
3. An indication that the offer is firm or irrevocable may be
express or implied from the circumstances, the preliminary
negotiations, and any practices which the parties have established
between themselves or usage.
4. A revocation of an offer shall only have effect if it has been
communicated to the offeree before he has despatched his acceptance
or has done any act treated as acceptance under paragraph 2 of
1. Acceptance of an offer consists of a declaration communicated by
any means whatsoever to the offeror.
2. Acceptance may also consist of the despatch of the goods or of
the price or of any other act which may be considered to be
equivalent to the declaration referred to in paragraph 1 of this
Article either by virtue of the offer or as a result of practices
which the parties have established between themselves or usage.
1. An acceptance containing additions, limitations or other
modifications shall be a rejection of the offer and shall
constitute a counter-offer.
2. However, a reply to an offer which purports to be an acceptance
but which contains additional or different terms which do not
materially alter the terms of the offer shall constitute an
acceptance unless the offeror promptly objects to the discrepancy;
if he does not so object the terms of the contract shall be the
terms of the offer with the modifications contained in the
1. A declaration of acceptance of an offer shall have effect only
if it is communicated to the offeror within the time he has fixed
or, if no such 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, and
usage. In the case of an oral offer, the acceptance shall be
immediate, if the circumstances do not show that the offeree shall
have time for reflection.
2. If a time for acceptance is fixed by an offeror in a letter or
in a telegram, it shall be presumed to begin to run from the day
the letter was dated or the hour of the day the telegram was handed
in for despatch.
3. If an acceptance consists of an act referred to in paragraph 2
of Article 6, the act shall have effect only if it is done within
the period laid down in paragraph 1 of the present Article.
1. If the acceptance is late, the offeror may nevertheless consider
it to have arrived in due time on condition that he promptly so
informs the acceptor orally or by despatch of a notice.
2. If however the acceptance is communicated late, it shall be
considered to have been communicated in due time, if the letter or
document which contains the acceptance shows that it has been sent
in such circumstances that if its transmission had been normal it
would have been communicated in due time; this provision shall not
however apply if the offeror has promptly informed the acceptor
orally or by despatch of a notice that he considers his offer as
An acceptance cannot be evoked except by a revocation which is
communicated to the offeror before or at the same time as the
The formation of the contract is not affected by the death of the
parties or by his becoming incapable of contracting before
acceptance unless the contrary results from the intention of the
parties, usage or the nature of the transaction.
1. For the purpose of the present law, the expression "to be
communicated" means to be delivered at the address of the
person to whom the communication is directed.
2. Communications provided for by the present Law shall be made by
the means usual in the circumstances.
1. "Usage" means any practice or method of dealing which
reasonable persons in the same situation as the parties usually
consider to be applicable to the formation of their contract.
2. Where expressions, provisions or forms of contract commonly used
in commercial practice are employed, they shall be interpreted
according to the meaning usually given to them in the trade