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Reproduced with the permission of Oceana Publications

excerpt from

INTERNATIONAL SALES LAW

United Nations Convention on Contracts for the International Sale of Goods

Convention on the Limitation Period in the International Sale of Goods

Commentary by
Prof. Dr. jur. Dr. sc. oec. Fritz Enderlein
Prof. Dr. jur. Dr. sc. oec. Dietrich Maskow

Oceana Publications, 1992

Article 15 [TEXT OF THE UNIFORM LAW]

(1) An offer becomes effective [1] when it reaches [2] the offeree.

(2) An offer, even if it is irrevocable [3], may be withdrawn [4] if the withdrawal [6] reaches the offeree before or at the same time [5] as the offer.

[WORDS AND PHRASES, CONCEPTS

1. an offer becomes effective
2. when it reaches the offeree
3. an offer, even if it is irrevocable
4. may be withdrawn: distinction between "revocation" and "withdrawal"
5. revocation after the offer reaches the offeree
6. form of the withdrawal ]

[COMMENTARY]

[1] [an offer becomes effective]

An offer has only a limited life-span. It becomes effective at a specific date, later it ceases to be effective. Neither before (if e.g. the offeree is informed of the offer by a third person) nor afterwards can it be accepted. (Concerning late acceptance, however, compare Article 21.)

Also a binding offer is not binding before it becomes effective (Honnold,165).

It is a precondition for the offer to be effective in order to be accepted. From the offer and acceptance being effective it does, however, not follow automatically that the contract is effective. A conditional contract only becomes effective if and when that condition is fulfilled (Eörsi/BB, 148).

[2] [when it reaches the offeree]

It is a precondition for the offer to become effective that it reaches the offeree; it needs to be received. The withdrawal of the offer (Article 15, paragraph 2), the revocation of the offer (Article 16, paragraph 1), the rejection of the offer (Article 17) and the acceptance (Article 18, paragraph 2) also become effective when they are received. Here the CISG follows the rule of receipt. By contrast, Articles 26 and 27 are based on the dispatch rule. Also, the rejection or approval of a late acceptance under Article 21 becomes effective with dispatch. The subject here is the risk of transmission, which in each case should be assumed by the party which in deviating from the normal procedure gave rise to a statement (Bydlinski/Doralt, 65). The offer will, however, not become effective in spite of its reaching the offeree if a withdrawal reaches the addressee earlier or at the same time. [page 86]

Receipt of an offer does not mean that the addressee has to be aware of its content. It suffices that the offer reaches the area of receipt or disposal of the addressee. (As to the definition of "reaches" see Article 24).

[3] [an offer, even if it is irrovocable]

According to the CISG an offer is not always irrevocable, but only under certain conditions (c. Article 16, paragraph 2). As a basic principle it is revocable under Article 16; paragraph 1. An offer is irrevocable, for instance, if the offeror himself has declared it firm, binding or irrevocable.

[4] [may be withdrawn: distinction between "revocation" and "withdrawal"]

Even an irrevocable offer may be withdrawn. Hence, the CISG distinguishes between revocation (Article 16, paragraph 1) and withdrawal which is possible only until the offer has become effective. An offer which has not yet become effective is withdrawn, while the offer which has become effective is revoked. The difference consists thus in whether the offer is dropped before it becomes effective or afterwards. As to everyday language, revocation and withdrawal are identical anyway. The English language uses here two verbs, one of Latin and one of Germanic origin (revoke - withdrawn) which have the same meaning. If there is only one verb for this in one language, a translation should be difficult (Eörsi/BB, 147,149).

Incidentally, the rule of withdrawal as contained in the CISG corresponds to the rule of withdrawal in many legal systems.

[5] [revocation after the offer reaches the offeree]

According to the continental European law, no revocation is possible after the offer reaches the offeree. According to the CISG, the possibility of withdrawal ends; however, the possibility of revocation commences pursuant to Article 16.

[6] [form of the withdrawal]

The withdrawal does not have to be in the same form as the offer, i.e. offer by letter, withdrawal by telex or telegram. Withdrawal can also be declared by telephone even if otherwise the written form is required. [page 87]

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Pace Law School Institute of International Commercial Law - Last updated August 7, 2002
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