The CISG provides two different set of rules for two different
situations; first situation is where the acceptance arrives late by
offer's fault and the second situation is where the acceptance
arrives late because of an irregularity in the means of
The United Nations Convention on Contracts for the International
Sale of Goods ("CISG") requires an acceptance to reach
the offeror within the time it has fixed or, if no time is fixed,
within a reasonable time. Hence, if the offeree fails to have the
acceptance reach the offeror in due time, it means the acceptance
is late and hence deemed ineffective. However, Article 21 enables a
contract to come into existence even if the acceptance is late.
The Article provides two different set of rules for two
different situations; first situation is where the acceptance
arrives late by offeree's fault, such that the acceptance
itself is sent late (either is sent after the expiration of the
fixed time or sent by disregarding the time period needed for the
acceptance to reach the offeror); second situation is where the
acceptance arrives late because of an irregularity in the means of
communication, such as a strike of postal
For the first situation the Convention stipulates that a
contract is deemed concluded provided that the offeror orally so
informs the offeree without delay or dispatches a notice to that
effect. For the second situation, an acceptance is effective unless
the offeror orally informs the offeree that it considers its offer
as having lapsed or dispatches a notice to that effect. Therefore,
if the lateness is caused by the offeree's default,
latter's explicit affirmative notice is needed to render the
acceptance effective. Upon dispatch of such notice by the offeror
the contract is concluded.
On the other hand, if the lateness is caused by an irregularity
in transmission without any fault of the offeree, then the
acceptance, as a default rule, is effective; without any need for
an additional notice on the offeror's side. Hence the contract
is concluded upon receipt of the late acceptation.
As seen, in the second situation, the diligent offeree is
protected against delays caused by the intermediary by deeming the
late acceptance as effective.2 However, the offeror is
also protected from being bound by an offer, which according to the
latter has expired, by way of being granted the power to render
such late acceptance ineffective by informing the offeree, without
delay, that the offer has expired.
The Principles of International Commercial Contracts
("PICC") also provides almost identical provision as
stipulated under Article 21 of the CISG. The offeree's right to
withdraw its acceptance until which time such acceptance reaches
the offeror should also be reminded given that opportunity protects
the offeree from being engaged in a contract which seems no longer
desirable due to the occurred changes in the lapsed time.
In parallel with the CISG, Article 5 of the Turkish Code of
Obligations No:6098 ("TCO"), entails that an acceptance
should reach the offeror within the time it has fixed or, if no
time is fixed, within a reasonable time. Article 5(3) of the TCO
underlines that if an acceptance which is "sent on time"
reaches the offeree late and the offeror no longer wishes to be
bound by its offer, then it should promptly inform the offeree so.
Otherwise the late acceptance is considered to be effective.
2. MURRAY, J., "An Essay on the Formation of
Contracts and Related Matters under the United Nations Convention
on Contracts for the International Sale of Goods", In 8
Journal of Law and Commerce, 1988. pp.11-51. Retrieved on 6 October
2016 from: http://www.cisg.law.pace.edu/cisg/biblio/murray.html
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guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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