Article 8- {- |7 F, E& o9 Y8 e v
(1) For the purposes of this Convention statements made by and otherconduct of a party are to be interpreted according to his intent where theother party knew or could not have been unaware what that intent was.
( v' e, d8 S l& f (2) If the preceding paragraph is not applicable, statements made byand other conduct of a party are to be interpreted according to theunderstanding that a reasonable person of the same kind as the other partywould have had in the same circumstances.1 E8 S! L: v s
(3) In determining the intent of a party or the understanding areasonable person would have had, due consideration is to be given to allrelevant circumstances of the case including the negotiations, anypractices which the parties have established between themselves, usagesand any subsequent conduct of the parties.+ k+ ^+ u5 F/ T( U- C/ E
Article 9% ?, o( A4 a% {) x" B7 j3 }% b
(1) The parties are bound by any usage to which they have agreed andby any practices which they have established between themselves.
" A3 k$ o! m m& ^ (2) The parties are considered, unless otherwise agreed, to haveimpliedly made applicable to their contract or its formation a usage ofwhich the parties knew or ought to have known and which in internationaltrade is widely known to, and regularly observed by, parties to contractsof the type involved in the particular trade concerned.
. i7 h e, Z" P! E3 j0 | Article 103 ~/ S- e; M7 [5 o2 s0 A6 T
For the purposes of this Convention:3 ~/ m9 H! t9 z8 _- d3 e' H# F
(a) if a party has more than one place of business, the place ofbusiness is that which has the closest relationship to the contract andits performance, having regard to the circumstances known to orcontemplated by the parties at any time before or at the conclusion of thecontract;
* u: U( ]7 g2 G# L (b) if a party does not have a place of business, reference is to bemade to his habitual residence.2 \9 x7 k+ S& b$ A" ]
Article 11
# S' X, F% w t( q A contract of sale need not be concluded in or evidenced by writingand is not subject to any other requirement as to form. It may be provedby any means, including witnesses.
$ K. b8 s) Q. O" Z- I- ]2 W0 _ Article 12
- e D6 [: s0 S& _ Any provision of article 11, article 29 or Part II of this Conventionthat allows a contract of sale or its modification or termination byagreement or any offer, acceptance or other indication of intention to bemade in any form other than in writing does not apply where any party hashis place of business in a Contracting State which has made a declarationunder article 96 of this Convention. The parties may not derogate from orvary the effect of this article.; `' C0 D$ d1 G- S7 z
Article 13
7 U' `6 |/ |/ r/ g. C For the purposes of this Convention “writing” includes telegram andtelex.4 c1 E8 m. P5 j6 _+ H% l" e O
Part II Formation of the Contract
0 | z* j& H2 V6 | R Article 14
" V; h. u" B$ W% y5 @& [5 }, b (1) A proposal for concluding a contract addressed to one or morespecific persons constitutes an offer if it is sufficiently definite andindicates the intention of the offeror to be bound in case of acceptance.A proposal is sufficiently definite if it indicates the goods andexpressly or implicitly fixes or makes provision for determining thequantity and the price.! ^. Z9 |$ n7 k
(2) A proposal other than one addressed to one or more specificpersons is to be considered merely as an invitation to make offers, unlessthe contrary is clearly indicated by the person making the proposal.; ]9 Q# P( `9 e8 `& s* c
Article 15% G( r2 h4 x" N s
(1) An offer becomes effective when it reaches the offeree.! `4 u/ {" r$ u- \7 G* M! d
(2) An offer, even if it is irrevocable, may be withdrawn if thewithdrawal reaches the offer be fore or at the same time as the offer</p>
+ C0 p& J: U+ p, I. ^, P Article 16) e7 Z# \+ z' a, r
(1) Until a contract is concluded an offer may be revoked if therevocation reaches the offeree before he has dispatched an acceptance.
6 h- M" L+ b" h7 g: }, y( y' h' W9 m# s (2) However, an offer cannot be revoked.1 h' F* U6 U& B1 ?7 U5 V/ v9 K
(a) if it indicates, whether by stating a fixed time for acceptance orotherwise, that it is irrevocable; or2 c2 @4 Y6 Z/ ~
(b) if it was reasonable for the offeree to rely on the offer as beingirrevocable and the offeree has acted in reliance on the offer.6 m0 `) r1 Q- [9 k Z2 q
Article 17& Y1 e& s9 N3 g' Y! e& P( {6 t
An offer, even if it is irrevocable, is terminated when a rejectionreaches the offeror.' T& P' ]$ \; |6 b5 m3 A
Article 18
; ?# Z7 \+ G# \+ B4 t6 M5 m, X (1) A statement made by or other conduct of the offeree indicatingassent to an offer is an acceptance. Silence or inactivity does not initself amount to acceptance. |