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Sufficient Definiteness
Article 14 provides that “a proposal is sufficiently defined if it
identifies the goods, and expressly or implicitly fixes, or makes provi-
sion for, determining the quantity and the price.” Another component
of the proposal is the intention of the offeror to sell the product. An
offer does not always seem like a proposal. It can be in the form of an
invoice or a letter of acknowledgement.
Articles 8 and 9 will also find its place in understanding the prin-
ciples surrounding formation. In a general sense, Article 8 stipulates
that the intent of a party is interpreted in accordance with his intent.
Article 9 provides that parties are bound by usages and practices that
have been agreed upon between them.
Other articles of the CISG can also be in question in relation to
Article 14. Scholars have discussed the relationship between Articles
14 and 55, in depth. Article 14 can be interpreted as an offer not being
made where the price is not designated. On the other hand, it can be
derived from Article 55 that a contract can be validly established with-
out determining the price, expressly or implicitly. In these cases, it is
accepted that the price is determined with reference to the same prod-
ucts sold under similar cases. In the doctrine, it is accepted that if the
price can be established when all of the terms and conditions are con-
sidered, it must be accepted that a valid offer has been made.
Intention of the Offeror to be Bound
Offers that are not addressed to one or more specific persons are
considered as invitations for offers. Mass distribution of catalogues,
brochures and websites will not constitute an offer, but will be accept-
ed as invitations, unless it is clearly established to the contrary.
In cases where it is difficult to establish the intent of the offeror,
Article 8 can be taken into consideration. In considering the third sub-
section, “in determining the intent of a party or the understanding that
a reasonable person would have had, due consideration is to be given
to all relevant circumstances of the case, including the negotiations,
any practices that the parties have established between themselves,
usages and any subsequent conduct of the parties.”
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