09/09/2024
đđź CISG vs. UCC: Contract Terms in Action!
Letâs say a buyer in California sends an offer to a seller in Mexico City, asking for a specific delivery date. The seller responds, accepting the order, but changes the delivery date. The goods arrive later than the buyer wanted, but the buyer still accepts and uses them.
đ¤ CISG (International Law):
The sellerâs response is a counter-offer because they changed a key detailâthe delivery date. By accepting the goods, the buyer is agreeing to the new terms, even if they werenât happy about the delay. Itâs called the last-shot ruleâwhoever makes the final offer usually wins!
đ UCC (U.S. Law):
Under the UCC, the sellerâs change is seen as an acceptance even with the new delivery date, unless itâs a major change or the buyer objects. If both sides go ahead with the deal, the conflicting terms might get removed or negotiated. The UCC is more flexible!
âď¸ Bottom line: With the CISG, the buyer accepts the sellerâs new terms by taking the goods. But with the UCC, thereâs more room to negotiate or even ignore those new terms!