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If a buyer accepts, online, my online offer for the sale of goods, are we then legally bound by a contract?


In countries with a common law system (e.g., the United Kingdom, Nigeria, India, New Zealand, etc.) when a seller offers products for sale, he is, as a rule, entitled to revoke his offer at any time before it is accepted by a buyer. This applies to online and offline offers for sale. In countries with a civil law system (e.g., Germany, France, Brazil, Indonesia, etc.), when a seller offers products for sale, he is bound to maintain his offer open (i.e., he cannot revoke his offer, so long as he has sufficient stocks of his products to meet any orders). This principle applies to online as well as offline offers for a sale. In view of the above, a potential buyer may wish to provide evidence of his/her order. The best means for him/her to do this are: to electronically sign the order, to print a copy of the acceptance of his/her offer, or perhaps even store the exchanges electronically (e.g., by saving them in a folder or database). A crucial text for business-to-business transactions is Article 14 of the Vienna Convention on the International Sale of Goods of 1980, which defines the terms "offer" and "invitation to make offers," and specifies that an offer must be made to the persons concerned and "1)... constitutes an offer if it is sufficiently definite and indicates the intention of the offerer to be bound in the case of acceptance. A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price. 2) A proposal other than one addressed to one or more specific persons is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making the proposal. " On the basis of Article 14, a fundamental question arises as to whether an offer should be considered as binding where a seller makes a general offer (i.e., not to a specific person or group of persons) on his web site and a foreign buyer accepts the offer. With regard to this issue, the United Nations Center for the Facilitation of Procedures and Practices for Administration, Commerce, and Transport (UN/ CEFACT), in Article 3.2.1 of its "Electronic Commerce Agreement" (see Appendix VI), which was approved in March 2000, provides an answer which can be incorporated into contracts: "A message constitutes an offer if it includes a proposal for concluding a contract addressed to one or more specific persons which is sufficiently definite and indicates the intention of the sender of the offer to be bound in case of acceptance. A message made available electronically at large shall, unless otherwise stated therein, not constitute an offer."