Acceptance means that after receiving the offer or counter-offer from the other party, the offeree fully and unconditionally agrees to the content of the offer within the validity period, is willing to enter into a transaction with the other party, and promptly expresses this through a statement or behavior. This is called a commitment in law.
When the offer of one party is accepted by the other party, it means that the transaction is concluded and the transaction contract is established. Both parties shall respectively perform their respective responsibilities and obligations as agreed in the transaction contract.
(1) Necessary conditions for acceptance
According to the Convention, a valid acceptance must meet the following four conditions. 1. Acceptance must be made by the offeree. 2. Acceptance must be expressed.
There are two ways to express acceptance: one is to express it through a statement. That is, the offeree expresses his or her agreement to the content of the offer to the offeror orally or in writing. The other is to express it through actions. That is, it usually means that the seller ships the goods or the buyer pays the payment, including remitting the payment or opening a letter of credit. It can also be expressed through other actions, such as starting to produce the goods to be sold or purchasing related goods for the offer. Silence or inaction does not constitute acceptance.
③ Acceptance must be made within the validity period of the offer.
The offer generally specifies a validity period, and the offeree is only valid if it accepts within the validity period. If the offeree’s notice of acceptance reaches the offeror after the specified validity period, it is deemed to be a late acceptance. Late acceptance is generally invalid. However, if the offeror notifies the offeree without delay after receiving the late acceptance and confirms that it is valid, the acceptance still has the effect of acceptance.
Under electronic communication conditions, the concept of effectiveness of acceptance is the same as above. ④ The content of the acceptance must be consistent with the content of the offer.
According to the Convention, a valid acceptance must be an agreement to the transaction conditions proposed by the offer. Accepting only part of the conditions, or making substantial changes to the offer conditions, or making conditional acceptances cannot constitute a valid acceptance, but can only be regarded as a counter-offer.
(2) Withdrawal of acceptance
According to the provisions of the Convention, the withdrawal of an acceptance is effective as long as the notice of withdrawal reaches the offeror before or at the same time as the acceptance. After the acceptance reaches the offeror, it becomes effective and the contract is established. If the acceptance is revoked at this time, it is equivalent to revoking the contract and legal liability will be borne. Therefore, the acceptance cannot be revoked.
The “Opinion on Electronic Communications” believes that in electronic communications, the “arrival” in this article refers to the moment when the electronic communication enters the server of the offeree (offeror), provided that the offeree has expressly or implicitly agreed to receive the specified electronic communication at the specified address using the specified electronic communication type. Similar to the offer, in electronic commerce, the withdrawal of acceptance (commitment) is almost impossible.