LEGISLATIVE HISTORY
1980 Vienna Diplomatic Conference

19	Article 17 [became CISG article 19 ]

A. UNCITRAL text [1978 draft]
B. Amendments
C. Proceedings in the First Committee
D. Subsequent proceedings
E. Overview comments

A. UNCITRAL text

1. The text [of the 1978 draft ] of the United Nations Commission on International Trade Law provided as follows:

"Article 17 [became CISG article 19 ]

"(1) A reply to an offer which purports to be an acceptance containing additions, limitations or other modifications is a rejection of the offer and constitutes 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 constitutes an acceptance unless the offeror objects to the discrepancy without undue delay. If he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance.

"(3) Additional or different terms relating, inter alia, to the price, payment, quality and quantity of the goods, place and time of delivery, extent of one party's liability to the other or the settlement of disputes are considered to alter the terms of the offer materially, unless the offeree by virtue of the offer or the particular circumstances of the case has reason to believe they are acceptable to the offeror."

[Go to Secretariat Commentary on the above text]

[See also pre-Conference observations and proposals by Governments and International Organizations]

B. Amendments

2. Amendments were submitted to article 17 [became CISG article 19 ] by France (A/CONF.97/C.1/L.60), United Kingdom (A/CONF./C.1/L.61), Belgium (A/CONF.97/C.1/L.87), Bulgaria (A/CONF.97/C.1/L.91), Egypt (A/CONF.97/C.l/L.92), United States of America (A/CONF.97/C.l/L.97), Netherlands (A/CONF.97/C.1/L.98) and Federal Republic of Germany (A/CONF.97/C.1/L.157).

3. These amendments were to the following effect:

Paragraphs (2) and (3).

(i) United Kingdom (A/CONF.97/C.1/L.61):

(ii) Bulgaria (A/CONF.97/C.1/L.91):

Paragraph (2).

(iii) Netherlands (A/CONF.97/C.1/L.98):

(iv) Federal Republic of Germany (A/CONF.97/C.1/L.157):

Paragraph (3).

(v) France (A/CONF.97/C.1/L.60):

(vi) Bulgaria (A/CONF.97/C.1/L.91):

(vii) Egypt (A/CONF.97/C.1/L.92):

(viii) United States of America (A/CONF.97/C.1/L.97):

Additional paragraph (4).

(ix) Belgium (A/CONF.97/C. I/L.87):

C. Proceedings in the First Committee

(i) Meetings

4. The First Committee considered article 17 [became CISG article 19 ] at its [10th meeting, 17th meeting and 18th meeting] on 18 and 21 March 1980 [see also 35th meeting of First Committee].

(ii) Consideration

Paragraph (1).

5. At the 10th meeting, the UNCITRAL text was adopted.

Paragraphs (2) and (3).

6. At the 10th meeting, the amendment by the United Kingdom (A/CONF.97/C.1/L.61) was rejected by 20 votes in favour and 22 against, and the amendment by Bulgaria (A/CONF.97/C.1/L.96) was also rejected.

Paragraph (2).

7. At the 10th meeting, the amendment by Netherlands (A/CONF.97/C.1/L.98) was withdrawn. At the 18th meeting, the amendment of the Federal Republic of Germany (A/CONF.97/C.1/L.157) was adopted by 36 votes in favour and 2 against, and the UNCITRAL text adopted subject to this amendment.

Paragraph (3).

8. At the 10th meeting, the amendment by France (A/CONF.97/C.1/L.60) was rejected, and the amendment by Egypt (A/CONF.97/C.1/L.92) was also rejected by 9 votes in favour and 29 against. The amendment by the United States (A/CONF.97/C.1/L.97) was referred to the Drafting Committee. The amendment by Bulgaria (A/CONF.97/C.1/L.91) was adopted by 28 votes in favour and 13 against, and the UNCITRAL text adopted subject to this amendment.

Additional paragraph (4).

9. At the 10th meeting, the amendment by Belgium (A/CONF.97/C.1/L.87) was rejected by 6 votes in favour and 30 against.

[For subsequent Conference material on the development/approval of the final text of CISG article 19, go to Plenary Conference 7th meeting]

[English translation of report on the significance of the deliberations on this article at the Diplomatic Conference: prepared by Peter Schlechtriem, based on notes taken at the conference and published shortly thereafter]

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