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Published in J. Herbots editor / R. Blanpain general editor, International Encyclopaedia of Laws - Contracts, Suppl. 29 (December 2000) 1-192. Reproduced with permission of the publisher Kluwer Law International, The Hague.

[For more current case annotated texts by this author, see Bernstein & Lookofsky, Understanding the CISG in Europe, 2d ed. (2003) and Lookofsky, Understanding the CISG in the USA, 2d ed. (2004).]

excerpt from

The 1980 United Nations Convention on Contracts
for the International Sale of Goods

Joseph Lookofsky

Article 20

IV: Time Period for Acceptance: Default Rules

126. As noted previously, a CISG acceptance must reach the offeror within the time which the offeror has fixed.[1] Paragraph (1) of Article 20 provides as follows:

'A period of time for acceptance fixed by the offeror in a telegram or a letter begins to run from the moment the telegram is handed in for dispatch or from the date shown on the letter or, if no such date is shown, from the date shown on the envelope. A period of time for acceptance fixed by the offeror by telephone, telex or other means of instantaneous communication, begins to run from the moment that the offer reaches the offeree.'

If the time period for acceptance is of a fixed length, it is important to fix the point in time at which that period begins to run. As regards periods fixed by instantaneous means of communication, the time begins to run from the moment that the offer reaches the offeree. As regards non-instantaneous means of communication (telegram or letter), however, the CISG default rule is that the period begins to run from the moment the communication is handed in for dispatch or from the date shown on the letter;[2] to this extent Article 20(1) stands in contrast to the rule that the acceptance first becomes effective when it reaches the offeree,[3] and the combined operation of the two rules may not always lead to reasonable results.[4]

1. Regarding Article 18(2) see supra No. 114.
2. As always, the offeror - who remains the master - can set forth another solution in the offer itself.
3. Regarding Article 15(1) see supra No. 104.
4. For a fuller discussion see Murray, J., op. cit., (No. 102), pp. 20-23.

V. Official Holidays, etc.

127. A less controversial rule regarding the effect of official holidays or non-business days on the period of acceptance is set forth in Article 20(2).[1] [page 75]

1. Official holidays or non-business days occurring during the period for acceptance are included in calculating the period. However, if a notice of acceptance cannot be delivered at the address of the offeror on the last day of the period because that day falls on an official holiday or a non-business day at the place of business of the offeror, the period is extended until the first business day which follows.


Pace Law School Institute of International Commercial Law - Last updated April 1, 2005
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