Article 14 of the United Nations Convention on Contracts for the International Sale of Goods (hereinafter referred to as the “Convention”) provides that: “A proposal to conclude a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the offeror’s intention to be bound if accepted. A proposal is sufficiently definite if it specifies the goods and specifies, expressly or implicitly, the quantity and price or specifies how the quantity and price are to be determined.”
An offer is conditional. A valid offer, i.e., a firm offer, must meet the following three conditions:
①The offer should be made to one or more specific persons;
②The content of the offer must be sufficiently definite and should include at least three basic elements, namely, goods, quantity and price;
③The offer should indicate the intention to enter into a contract, i.e., the offer should indicate that the offeror, if accepted, will assume the legal liability to conclude a contract with the offeree in accordance with the terms of the offer and may not renege on or change the terms of the offer. If you add reservations such as “for reference only” or “subject to confirmation by…” in the contract proposal, it is not an offer, but just an invitation for the other party to make an offer.
If the offer is accepted by the offeree, the transaction contract can be concluded. Other missing transaction conditions can be supplemented after the contract is established according to the customary practices and conventions between the two parties or according to the provisions of the “Sale of Goods” clause in the Convention on the responsibilities and obligations of the buyer and seller.
In order to make the various transaction conditions consistent with each other, at least 7 transaction conditions should be clearly stated when making an offer, namely the name, quality (or specifications), quantity, packaging, price, shipping and payment conditions of the goods. Once these trade conditions are accepted by the offeree and the transaction is concluded, there is no need to negotiate these trade conditions, saving transaction negotiation time.