2.1 The formation and Performance of Contracts for the Sale of Goods Flashcards
Universally recognized as the legal mechanism for conducting trade in goods.
It embodies the agreement of the parties, the buyer and seller.
It allows buyers and sellers to agree on all essential terms of the contract understand their prevailing rights and obligations.
Sales Contract
An important factor to keep in mind is to determine the influence of culture upon contract negotiations.
Cultural Influences on Contract Negotiations
Generally it is a body of law that governs contracts for the present or future sale of goods.
Generally does not apply to contracts for the sale of real estate or intangibles, such as stocks, bonds, patents, copyrights and trademarks.
The Law of Sales (Sales Law)
means a transfer of the ownership and possession of tangible goods from seller to buyer in return for a price or monetary payment.
Sale
Origin of Modern (Sales Law
-The Law Merchant and English Sales Law
-The US Uniform Commercial Code
-National Differences in Sales Law
-The Unification of Sales Law
in the century, Medieval Europe experienced a renaissance of trade and commerce.
The Law Merchant and English Sales Law
covers areas of commercial law, including bank deposits and negotiable instruments as well as the sale of goods, and makes the law uniform throughout US.
The US Uniform Commercial Code
Presents the different legal systems of a nation.
National Differences in Sales Law
The process of making national laws more uniform. Thus, Convention on Contracts for the International Sale of Goods has been made.
The Unification of Sales Law
-it was ratified by the U.S Senate and became effective in the United States in 1988.
-It is effective for trade within North America as it has also been ratified by Canada and Mexico.
Convention on Contracts for International Sale of Goods
is an agreement that contains all the essential elements and meets all the requirements of a binding contract, including:
(a) Agreement between parties entered by mutual assent that result for bounding intention.
(b) supported by consideration
Valid contract
is of no legal effect and will not be enforced by the court.
Void Agreement
a contract for the international sale of goods need not be concluded in or evidenced by writing and is not subject to any other requirement as to form.
CISG Article 11
is a written document or documents that evidence the final and complete agreement of the parties.
Integrated Contract
Mutual Assent: The Offer Stipulations
The Intention to be Bound
Public Offers
Open Price terms
Firm Offers
The Pro Forma Invoice
a communication between the parties is considered an offer when (1) it is a proposal for concluding a contract and (2) it is sufficiently definite and indicates the intention of the offeror to be bound.
Article 14 of the CISG
Is a formal document addresses to a specified buyer to sell the products described according to certain terms and conditions.
Pro forma Invoice
is the offeree’s manifestation of the intention to be bound to the terms of the offer.
The Acceptance
Under the common law, a contract is formed when the acceptance is dispatched by the offeree. In the case of an acceptance by letter or written document, the time of dispatch is the time the letter is put into the hands of postal authorities, courier service or other carrier.
When an Acceptance is effective
The rule requires that an offeree respond to an offer with an acceptance that is definite and unconditional and that matches the terms of the offer exactly and unequivocally.
The Mirror Image Rule
Includes the description of the quantity of the goods ordered, a delivery address and authorized buyer’s signature.
Purchase Order
Is the seller’s formal confirmation of the buyers order, either accepting the order, rejecting it, or modifying its terms.
Order Confirmation ( Sales Acknowledgement)
Presents the limitations of the client’s liability by placing greater responsibility on the other party.
Terms and Conditions
The seller must deliver goods and description required by the contract and which are contained or packaged in the manner required by the contract”
Article 35 states
