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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 23 [Time of conclusion of contract]

[TEXT OF THE UNIFORM LAW]

A contract is concluded at the moment [1] when an acceptance of an offer [2] becomes effective [3] in accordance with the provisions of this Convention.

[COMMENTARY]

[1] Under the provisions of Article 18, paragraph 2 there should actually be no doubt as to the time when a contract is concluded. However, it was considered useful to expressly mention that time, namely for such cases where reference is made to the time of the conclusion, i.e. in Articles 33(c); 35, paragraph 2 (b); 35, paragraph 3; 41, paragraphs 1 and 2; 42, paragraph 1; 55; 57, paragraph 2; 68; [page 106] 71, paragraph 1; 73, paragraph 3; 74; 79, paragraph 1 and 100, paragraph 2.

The time of conclusion of a contract could also be of significance where questions not covered by the scope of application of the CISG are concerned.

What was not settled is the location of the formation of the contract. This may be important for several connecting factors. The proposal to include such a provision was rejected for varying reasons. We assume that the contract is concluded at theplace where the acceptance reaches the offeror. Should the contract already be concluded by conduct implying an intent, then the place of performance of this act and/or the place of business of the offeree would probably be decisive.

[2] The CISG provides for the conclusion of a contract through offer and acceptance. (Compare O.R. 292 and note 1 of Article 14 as well as note 1 of Article 18.) In the case of negotiations where the outcome is a joint final document, both the time and the place of the conclusion of a contract are undisputed.

[3] The parties may, however, make the effectiveness of the contract dependant on conditions (c. note 1, Article 15). [page 107]

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