Article 14. Criteria for an Offer
14A Basic criterion - intention to be bound in case of acceptance
14A1 Definiteness of key conditions
14A11 Indication of goods
14A12 Determination of quantity and price (see art. 55)
14B Proposal to one or more specific persons:
14B1 Public offers: invitation to make offer, unless clear intent to be bound
[For conflicting views on enforceability of open-price contracts, see article 55]
Article 15. When Offer becomes Effective; Prior Withdrawal
15A Effective on reaching offeree (art. 15(1))
15B Withdrawal of offer (art. 15(2))
15B1 Withdrawal reaches offeree before or at same time as offer
Article 16. Revocability of Offer
16A Revocation that reaches offeree prior to dispatch of acceptance
16B Restriction on revocability (art. 16(2))
16B1 Promise or indication of irrevocability
16B11 Promise not to revoke
16B12 Implied "indication" of irrevocability
16B121 Offeree fixes time for acceptance
16B2 Offeree reasonably acted in reliance on the offer
16C Responsibility in tort for reliance on an offer
16C1 Remedies under Convention
16C11 Acceptance in spite of revocation
16C12 Acceptance impractical after revocation
16C2 Remedies under domestic law
16D Other issues of revocability
Article 17. Rejection of Irrevocable Offer Followed by Acceptance
17A Termination of offer by rejection
17A1 Rejection of offer
17A11 Express rejection
17A12 "Acceptance" that modifies offer (see art. 19)
Article 18. Acceptance: Time and Manner
18A Criteria for acceptance
18A1 Statement of acceptance
18A2 Other conduct indicating assent
18A21 Acts of performance
18A22 Acts of preparation for performance
18A3 Silence or inactivity insufficient
18A31 Effect of advance approval by offeror
18B Effectiveness - time limits for acceptance (art. 18(2))
18B1 Acceptance must reach offeror within time limits (see art. 24)
18B11 Delay or loss in transmission; dispatch ineffective
18B2 Time limits
18B21 Within prescribed time
18B22 Within reasonable time; circumstances of transaction
18B23 Oral offer - acceptance immediately
18B231 Exception: Circumstances indicate otherwise
18C Assent by performing an act (art. 18(3))
18C1 Circumstances authorizing:
18C11 By virtue of offer
18C12 As result of practices established between parties
18C13 As result of usage (see art. 9)
18C2 Need for knowledge by offeror, or notice by offeree
18D Other issues concerning acceptance
Article 19. Acceptance with Modification
19A Reply purporting to accept but containing additions or modifications
19A1 In general, constitutes rejection and counteroffer (art. 19(1))
19B "Acceptance" with immaterial modifications (art. 19(2))
19B1 Acceptance with modifications unless offeror objects
19B2 Offeror must object without undue delay
19C Modifications that are material
19C1 Modifications considered material listed in art. 19(3)
19D Goods are accepted when "acceptance" differs materially from offer
19D1 Possible approaches
19D11 Contract based on last communication
19D12 Convention supplies rule in place of conflicting terms
19D13 Entire contract nullified
19D131 Unsettled problem when defective goods have caused damage
19E Other problems
Article 20. Interpretation of Offeror"s Time-limits for Acceptance
20A Period for acceptance fixed by the offeror
20A1 When period begins (art. 20(1))
20B Effect of holidays or non-business days (see art. 20(2))
Article 21. Late Acceptance; Response by Offeror
21A Notice giving effect to late acceptance (art. 21(1))
21B Acceptance arrives late because of transmission delays (art. 21(2))
21B1 Cause of delay evident to offeror: duty to inform offeree
21B2 Failure so to inform: acceptance is effective
Article 22. Withdrawal of Acceptance
22A Permissibility of withdrawal
22A1 Withdrawal must reach offeror before or at date of effectiveness
Article 23. Time of Conclusion of Contract
23A Contract concluded when acceptance becomes effective
23A1 Time when acceptance is effective: see art. 18(2)
Article 24. Time when Communication "Reaches" Addressee
24A Oral communication
24B Other means of communication
24B1 Delivery to place of business or mailing address
24C Delivery to addressee"s habitual residence
24D The time a communication "reaches" the other party may be relevant
for art. 15(1) - offer; art. 15(2) - withdrawal of offer; art. 16(1) -
revocation of offer; art. 17 - rejection; art. 18(2) - acceptance; art. 20(1) -
fixed period for acceptance; art. 22 - withdrawal of acceptance
24E Other problems