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silence or inactivity is not considered as an acceptance under Article
18. As is indicated, above, Article 8 and 9 play an important role when
interpreting offers and acceptances. In cases where any usage or prac-
tices agreed upon between the parties suggest otherwise, silence or
inactivity can also be interpreted differently.
Effectiveness of the Acceptance
An acceptance is effective when it reaches the offeror. If an oral
offer is in question, it should be accepted immediately, unless circum-
stances imply otherwise. In some instances, there is a fixed time with-
in which to accept the offer. Pursuant to Article 20, for those periods
that are stated in a letter or a telegram, the time begins to run when the
telegram is handed over for dispatch, or the date indicated in the letter,
or if not so stated, the date shown on the envelope. Official holidays
and non-business days are included in this period. Only if the last day
of the fixed period is an official holiday or a non-business day the peri-
od shall be extended to the first business day. If such a fixed time is not
regulated, then the acceptance shall be made within a reasonable time.
A late acceptance is not effective unless an oral statement or notifica-
tion is made to the offeree.
In order for a contract to be formed under the CISG, Article 23, an
acceptance to an offer should become effective. Once the contract is
formed, all of the following engagements can only be interpreted as
amendments to the offer.
Counter-offer
A Counter- offer is regarded as a rejection of the offer when it
includes additions limitations and modification. However acceptance,
which is intended to be a reply to an offer, includes additions, modifi-
cations, or limitations, which do not materially effect the terms of the
offer is considered to be an acceptance unless the offeror objects there-
to otherwise, orally, or through a notification. Factors that can materi-
ally effect the terms of an offer are listed under Article 19, subsection
3, and are the price, payment, quality, quantity of the goods, place and
time of delivery, extent of one party’s liability to the other, or the set-
tlement of disputes.
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