3.2.4 Acceptance接受

3.2.4 Acceptance接受

Finally,in the store shopping example,after several rounds of negotiations,you or the shop owner may accept the terms offered by the other.That makes an acceptance in a domestic negotiation.Similarly,in an international negotiation,an acceptance is the final and definite expression of assent to the terms of an offer or a counter-offer,together with previously agreed upon terms.Both exporter and importer can make an acceptance,which should be in statement or indicated by an act,such as the importer’s placing an order.Silence or inactivity dose not in itself amounts to an acceptance.Like an offer,an acceptance should also be addressed to a specific audience—individual(s)or business(es).If someone else learns about the terms of the negotiation and accepts,it is not considered an eligible acceptance.

An acceptance must be delivered before the offer expires.If you accept the offer beyond the expiry date,the acceptance is ineffective,unless the other party accepts your late “acceptance”by informing you orally or sending you a notice to say so without delay.But in case your means of communication,such as the courier,is solely responsible for the delay,your late acceptance is still regarded as effective,unless the other party thinks otherwise and timely informs you of his/her decision.An oral offer must be accepted immediately unless the circumstances indicate otherwise.An acceptance can be withdrawn before or at the same time it reaches the other party,but you need a faster means of communication for sending the withdrawal.

Sometimes,a tricky issue regarding acceptance is how to distinguish it from a counter-offer.Inexperienced traders tend to mistake some counter-offers for acceptances.For example,the importer may reply that he/she accepts the offer,but still wants to make minor alterations.You need to be alert to this type of reply—it could be an acceptance or a counter-offer,depending on which terms the importer wants to modify.According to CISG,if the modifications relate,among other things,to the price,payment,quality and quantity of the goods,place and time of delivery,extent of one party’s liability to the other or the settlement of disputes,they are considered to materially alter the offer and therefore constitute a counter-offer in effect; otherwise,they may be considered non-material alterations and constitute an acceptance,unless the offeror,without undue delay,objects orally to the discrepancy or sends a notice to say so.To sum up,an acceptance must be in strict accordance with the offer.Any modification alters an offer.Material modifications turn it into a counter-offer,while non-material modifications keep it as an acceptance,unless the offeror objects to them without delay.