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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 17 [Termination of an offer by rejection]

[TEXT OF THE UNIFORM LAW]

An offer, even if it is irrevocable [2], is terminated [1] when a rejection [3] reaches [4] the offeror.

[COMMENTARY]

[1] Except for oral offers, one can in general proceed on the assumption that an offer remains valid for a certain time. After this time, which is either fixed by the offeror or is considered as being reasonable under the circumstances (Article 18, paragraph 2) has expired, the offer lapses. The offer, however, also lapses if it is rejected. The offeror becomes free even if the time which he has declared binding [page 90] for his offer has not yet expired. The addressee of the offer can therefore not reject it in the first place and then, within the original time frame, accept it nonetheless.

Whether or not the offer lapses in the event of death, bankruptcy or incapability to do business, is left open by the CISG in contrast to Article 11 ULF.

[2] Any offer is terminated with its rejection, irrespective of whether it was revocable or irrevocable.

[3] An offer is rejected not only when an offeree rejects it but also when he accepts the offer with material modifications. Such an "acceptance" constitutes a new offer (Article 19, paragraph 1). The rejection of an offer often is pronounced not only at the end of the time limit for acceptance (then the offer would lapse anyway) but during that time. In the interest of the possible conclusion of a contract, not every inquiry should be interpreted as being a rejection.

[4] The offer is terminated when its rejection reaches the offeror (as to the time of "reaching", c. Article 24). Consequently, if the offeree accepts the offer, for instance by telex, before his letter containing a rejection has reached the offeror, a contract is made (Honnold, 179). [page 91]

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