国际经济法英文复习.docx

1、国际经济法英文复习1. The sources of international economic law1) International economic treaties2) International Business Practices3) The normative resolutions of the UN General Assembly 4) National legislation 2. Conclusion of an international contract for sale of goodsInternational Sale of Goods is the agr

2、eements between the parties. It is concluded by one partys offer and the other partys acceptance. More often a contract couldnt reach after the offer, the party often makes counter-offer, after repeated consultations, the two sides reached consensus and the contract could be sustained. In the consul

3、tation process, the offer and acceptance are two important legal steps. United Nations Convention on Contracts for International Sale of Goods 1980 carried out in articles 14-24 of this provision.1. Offer An offer (要约)is a proposal by one person to another indicating an intention to enter into a con

4、tract under specified terms. In the words of the Restatement Second of Contracts 24, an offer must be a manifestation of willingness to enter in- to a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it. Thus, the first eleme

5、nt of an offer is a manifestation of an intention to be presently bound subject only to an appropriate acceptance.1) Conditions constitute an offer.A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the int

6、ention of the offeror to be bound in case of acceptance. A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price. An offer becomes effective when it reaches the offeree.A proposal other than one add

7、ressed to one or more specific persons is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making the proposal.2) Withdraw and revoke the offer.An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree b

8、efore or at the same time as the offer. Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance. However, an offer cannot be revoked: (a) if it indicates, whether by stating a fixed time for acceptance or otherwise, that it i

9、s irrevocable; or (b) if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer.3) Lapse of offer. After the lapse of the offer, both the offeror and the offeree are no longer bound by the offer. Lapse due mainly to the followin

10、g situations (i) the offer has expired due to time passing, that is, the offeree didnt accept in the specified period. (ii) The revocation of the offer by the offeror. (iii) The offerors refusal to offer due to lapse. A refusal by the offeror may be express or it can be implied, a implied rejection

11、is manifested is manifested mainly changes in the contents of the original offer. Changes for the offer are called counter-offer.2. Acceptance A contract isnt formed until the offer is accepted by the offeree. The acceptance(接受) is the offeree s manifestation of the intention to be bound to the term

12、s of the offer. In all legal systems, the offeree may accept at any time until the offer is revoked by the offeror, until the offer expires due to the passage of time, until it is rejected by the offeree, until the offeree makes a counteroffer, or until termination in some other manner. Under the CI

13、SG, an acceptance may take the form of a statement or any other conduct by the offeree that indicates the offeree s intention to be bound to the contract.1) Requirements of Acceptance(i) An acceptance must be made by the offeree. A statement made by or other conduct of the offeree indicating assent

14、to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance.However, if, by virtue of the offer or as a result of practices which the parties have established between themselves or of usage, the offeree may indicate assent by performing an act, such as one relating to

15、 the dispatch of the goods or payment of the price, without notice to the offeror, the acceptance is effective at the moment the act is performed, provided that the act is performed within the period of time laid down in the preceding paragraph.(ii) An acceptance must be made within the period of va

16、lidity. (Late acceptance is a counteroffer only) 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. If a letter or other writing containing a late acceptance shows that it has been sent in suc

17、h circumstances that if its 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 informs the offeree that he considers his offer as having lapsed or dispatches a notice to that effect.(

18、iii) An acceptance must match the terms of the offer exactly and unequivocally. Otherwise it is considered a counteroffer and thus a rejection of the original offer. A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of th

19、e 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 orally to the discrepan

20、cy or dispatches a notice to that effect. If he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance. Additional or different terms relating, among other things, to the price, payment, quality and quantity of the goods, place and

21、 time of delivery, extent of one partys liability to the other or the settlement of disputes are considered to alter the terms of the offer materially.2) Time of Acceptance.An acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acceptance is not ef

22、fective if the indication of assent does not reach the offeror within the time he has fixed or, if no 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. An oral offer

23、must be accepted immediately unless the circumstances indicate otherwise.3) Withdraw the acceptance. An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective.3. CISGArticle 57 (1) If the buyer is not bound to pay th

24、e price at any other particular place, he must pay it to the seller: (a) at the sellers place of business; or (b) if the payment is to be made against the handing over of the goods or of documents, at the place where the handing over takes place. (2) The seller must bear any increases in the expense

25、s incidental to payment which is caused by a change in his place of business subsequent to the conclusion of the contract. Article 58 (1) If the buyer is not bound to pay the price at any other specific time, he must pay it when the seller places either the goods or documents controlling their dispo

26、sition at the buyers disposal in accordance with the contract and this Convention. The seller may make such payment a condition for handing over the goods or documents. (2) If the contract involves carriage of the goods, the seller may dispatch the goods on terms whereby the goods, or documents cont

27、rolling their disposition, will not be handed over to the buyer except against payment of the price. (3) The buyer is not bound to pay the price until he has had an opportunity to examine the goods, unless the procedures for delivery or payment agreed upon by the parties are inconsistent with his ha

28、ving such an opportunity. Time of passing of risk.If the contract of sale involves carriage of the goods and the seller is not bound to hand them over at a particular place, the risk passes to the buyer when the goods are handed over to the first carrier for transmission to the buyer in accordance w

29、ith the contract of sale. If the seller is bound to hand the goods over to a carrier at a particular place, the risk does not pass to the buyer until the goods are handed over to the carrier at that place. The fact that the seller is authorized to retain documents controlling the disposition of the

30、goods does not affect the passage of the risk. Nevertheless, the risk does not pass to the buyer until the goods are clearly identified to the contract, whether by markings on the goods, by shipping documents, by notice given to the buyer or otherwise.The risk in respect of goods sold in transit pas

31、ses to the buyer from the time of the conclusion of the contract. However, if the circumstances so indicate, the risk is assumed by the buyer from the time the goods were handed over to the carrier who issued the documents embodying the contract of carriage. Nevertheless, if at the time of the concl

32、usion of the contract of sale the seller knew or ought to have known that the goods had been lost or damaged and did not disclose this to the buyer, the loss or damage is at the risk of the seller.4. Carriage of Goods by SeaA bill of lading is an instrument issued by an ocean carrier to a shipper with whom the carrier has entered into a contract for the carriage of goods, which states that certain goods have been shipped on a particular ship or have been received for shipment.The bill of lading has three characteristics: (a) it is a receipt issued by or on behalf of the carrier wh