Article 16
（1） Until a contract is concluded an offer may be revoked if therevocation reaches the offeree before he has dispatched an acceptance.
（2） However， an offer cannot be revoked.
（a） if it indicates， whether by stating a fixed time for acceptance orotherwise， that it is irrevocable； or
（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.
Article 17
An offer， even if it is irrevocable， is terminated when a rejectionreaches the offeror.
Article 18
（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.
（2） An acceptance of an offer becomes effective at the moment theindication of assent reaches the offeror. An acceptance is not effectiveif the indication of assent does not reach the offeror within the time hehas fixed or， if no time is fixed， within a reasonable time， due accountbeing taken of the circumstances of the transaction， including therapidity of the means of communication employed by the offeror. An oraloffer must be accepted immediately unless the circumstances indicateotherwise.
（3） However， if， by virtue of the offer or as a result of practiceswhich the parties have established between themselves or of usage， theofferee may indicate assent by performing an act， such as one relating tothe dispatch of the goods or payment of the price， without notice to theofferor， the acceptance is effective at the moment the act is performed，provided that the act is performed within the period of time laid down inthe preceding paragraph.
Article 19
（1） A reply to an offer which purports to be an acceptance butcontains additions， limitations or other modifications is a rejection ofthe offer and constitutes a counter-offer.
（2） However， a reply to an offer which purports to be an acceptancebut contains additional or different terms which do not materially alterthe terms of the offer constitutes an acceptance， unless the offeror，without undue delay， objects orally to the discrepancy or dispatches anotice to that effect. If he does not so object， the terms of the contractare the terms of the offer with the modifications contained in theacceptance.
（3） Additional or different terms relating， among other things， to theprice， payment， quality and quantity of the goods， place and time ofdelivery， extent of one party's liability to the other or the settlementof disputes are considered to alter the terms of the offer materially.
Article 20
（1） A period of time for acceptance fixed by the offeror in a telegramor a letter begins to run from the moment the telegram is handed in fordispatch or from the date shown on the letter or， if no such date isshown， from the date shown on the envelope. A period of time foracceptance fixed by the offeror by telephone， telex or other means ofinstantaneous communication， begins to run from the moment that the offerreaches the offeree.
（2） Official holidays or non-business days occurring during the periodfor acceptance are included in calculating the period. However， if anotice of acceptance cannot be delivered at the address of the offeror onthe last day of the period because that day falls on an official holidayor a non-business day at the place of business of the offeror， the periodis extended until the first business day which follows.
Article 21
（1） A late acceptance is nevertheless effective as an acceptance ifwithout delay the offeror orally so informs the offeree or dispatches anotice to that effect.
（2） If a letter or other writing containing a late acceptance showsthat it has been sent in such circumstances that if its transmission hadbeen normal it would have reached the offeror in due time， the lateacceptance is effective as an acceptance unless， without delay， theofferor orally informs the offeree that he considers his offer as havinglapsed or dispatches a notice to that effect.
Article 22
An acceptance may be withdrawn if the withdrawal reaches the offerorbefore or at the same time as the acceptance would have become effective.
Article 23
A contract is concluded at the moment when an acceptance of an offerbecomes effective in accordance with the provisions of this Convention.
Article 24
For the purposes of this Part of the Convention， an offer， declarationof acceptance or any other indication of intention “reaches” the addresseewhen it is made orally to him or delivered by any other means to himpersonally， to his place of business or mailing address or， if he does nothave a place of business or mailing address， to his habitual residence.
Part III Sale of Goods
Chapter I General Provisions
Article 25
A breach of contract committed by one of the parties is fundamental ifit results in such detriment to the other party as substantially todeprive him of what he is entitled to expect under the contract， unlessthe party in breach did not foresee and a reasonable person of the samekind in the same circumstances would not have foreseen such a result.
Article 26
A declaration of avoidance of the contract is effective only if madeby notice to the other party.
Article 27
Unless otherwise expressly provided in this Part of the Convention， ifany notice， request or other communication is given or made by a party inaccordance with this Part and by means appropriate in the circumstances， adelay or error in the transmission of the communication or its failure toarrive does not deprive that party of the right to rely on thecommunication.
Article 28
If， in accordance with the provisions of this Convention， one party isentitled to require performance of any obligation by the other party， acourt is not bound to enter a judgment for specific performance unless thecourt would do so under its own law in respect of similar contracts ofsale not governed by this Convention.
Article 29
（1） A contract may be modified or terminated by the mere agreement ofthe parties.
（2） A contract in writing which contains a provision requiring anymodification or termination by agreement to be in writing may not beotherwise modified or terminated by agreement. However， a party may beprecluded by his conduct from asserting such a provision to the extentthat the other party has relied on that conduct.
Chapter II Obligations of the Seller
Article 30
The seller must deliver the goods， hand over any documents relating tothem and transfer the property in the goods， as required by the contractand this Convention.
Section I Delivery of the goods and handing over of documents
Article 31
If the seller is not bound to deliver the goods at any otherparticular place， his obligation to deliver consists：
（a） if the contract of sale involves carriage of the goods， in handingthe goods over to the first carrier for transmission to the buyer；
（b） if， in cases not within the preceding sub-paragraph， the contractrelates to specific goods， or unidentified goods to be drawn from aspecific stock or to be manufactured or produced， and at the time of theconclusion of the contract the parties knew that the goods were at， orwere to be manufactured or produced at， a particular place-in placing thegoods at the buyer's disposal at that place；
（c） in other cases-in placing the goods at the buyer's disposal at theplace where the seller had his place of business at the time of theconclusion of the contract.
Article 32
（1） If the seller， in accordance with the contract or this Convention，hands the goods over to a carrier and if the goods are not clearlyidentified to the contract by markings on the goods， by shipping documentsor otherwise， the seller must give the buyer notice of the consignmentspecifying the goods.
（2） If the seller is bound to arrange for carriage of the goods， hemust make such contracts as are necessary for carriage to the place fixedby means of transportation appropriate in the circumstances and accordingto the usual terms for such transportation.
（3） If the seller is not bound to effect insurance in respect of thecarriage of the goods， he must， at the buyer's request， provide him withall available information necessary to enable him to effect suchinsurance.
Article 33
The seller must deliver the goods：
（a） if a date is fixed by or determinable from the contract， on thatdate；
（b） if a period of time is fixed by or determinable from the contract，at any time within that period unless circumstances indicate that thebuyer is to choose a date， or
（c） in any other case， within a reasonable time after the conclusionof the contract.
Article 34
If the seller is bound to hand over documents relating to the goods，he must hand them over at the time and place and in the form required bythe contract. If the seller has handed over documents before that time， hemay， up to that time， cure any lack of conformity in the documents， if theexercise of this right does not cause the buyer unreasonable inconvenienceor unreasonable expense. However， the buyer retains any right to claimdamages as provided for in this Convention
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