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1. CISG may apply to sales of services with the agreement of the parties.
This statement is wrong.
Because Article 1.1 of CISG states this Convention only applies to contracts of sales of goods, not sales of
services. Therefore, CISG can not apply to sales of services in any cases. Besides, according to Article 6 of
the CISG, the parties are allowed to violate or modify the validity of the provisions. But in terms of content,
CISG only regulates the rights and obligations of the parties in international goods sale contracts.
Legal basis: Article 1.1, Art 6 of CISG.
2. Article 7 of the CISG allows international treaties to fill the Convention's gap.
This statement is wrong.
In article 7(2) CISG. In case the CISG does not have specific regulations, it will first apply based on the
general principles that underlie the convention. In case these general rules are still inapplicable, it will be
based on the rules of private international law including the application of national law sources. Based on
the nature of the convention itself as a part of national law, when a country is a member of the convention, it
has agreed to have international treaties that apply this convention that this convention recognizes. accepted
within its scope of application usually in article 1 of the conventions.
3. Article 8 of the CISG states that a party's intent is irrelevant in the interpretation of its statements
or conduct.
This statement is wrong. Because the Article 8.1 of CISG adopts a subjective approach which permits
interpreting the contract on what the parties subjectively intended. It states that statements made by and
other conduct of a party can be interpreted according to his intent where the other partyknew or could not
have been unaware what that intent was. Aside the Article 8.1, the Article 8.2 also states that to determine
the intent of a party, the courts or arbitration panel can look at the negotiation, practice established by
parties.
4. Article 1 of the CISG applies to contracts between parties with branches and representative offices
in different States.
Answer:
The statement is False. Because, branches and representative offices from different countries that want to
apply Article 1 of CISG must be places of business. However, branches and representative offices are places
of business when branches and representative offices are the places with the closest connection to the
contract, the implementation of the contract and are often the regular locations for General business
transactions of the company. A company may have many branches and representative offices, then it is
necessary to rely on the connection with the contract to decide whether the representatives of the parties are
considered places of business. If the above conditions are met, Article 1 of the CISG will be applied to
contracts between parties with branches and representative offices in different countries.
On the other hand, representative offices only perform representative and communication functions,
therefore, they do not perform performance and general business functions. They are only representative
offices, so they cannot sign contracts on behalf of the representative and take responsibility for the contract.
It is not place of business.
Legal basis: Article 1, Article 10 CISG.
5. Article 7 of the CISG adopts the principle of good faith in civil law ideology.
Answer:
The statement is False.
Because good faith in civil law is the principle of showing sincerity, honesty, and fairness. The principle
expresses a desire to be fulfilled and its completion is completely voluntary. This principle is recognized in
Article 7.1 CISG. Article 7.1 doesn’t create a duty for the parties to a contract of sale to act in good faith.
This principle as stipulated in Article 7.1 CISG is only a guide for courts, arbitrators and parties in
promoting the implementation of good faith. All it does is that, if there are 2 ways to interpret the CISG
according to civil law or common law, the court should choose one that promotes the observance of good
faith in international trade. This leads to the kind of principle governing in CISG doesn ’t mean good faith in
civil law. Good faith in International trade is not clearly defined until now.
Legal basis: Article 7.1 CISG
6. Art 7 of the CISG prioritize domestic law to fill the Convention’s gap.
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 Wrong. According to CISG principles, issues that the CISG does not directly regulate must be resolved
according to the general principles from which the convention was formed. If there is no general principle,
only the rules of private international law will apply.
Legal basis: Art 7(1) CISG.
7. Art 7 of the CISG prioritized the party automony principles in any case and to fill any legal gap of
the Convention.
 Wrong. According to Clause 2, Article 7 of CISG, issues related to the subject of regulation that are not
directly stipulated in the CISG must be resolved by general principles such as the principle of agreement
between the parties. However, not all cases prioritize the use of general principles. To resolve issues such as
hardship, simply prioritizing the application of the parties' agreement is still not resolved.
8. Domestic laws can be applied as a gap-filling tool for any issue which is prescribed but not directly
resolved within the CISG.
 True. Because when matters are governed by the CISG but where they are not expressly settled in it, the
gaps are in the first instance filled with the convention's general principles. Only if it impossible to identify a
general principle, one can resort to the applicable law via international private law, is only the last resort.
Legal basis: Art 7.2 CISG.
9. Article 35 of the CISG excludes any previously-agreed goods conformity clause made by the parties.
 Wrong. Because Article 35 regulate about quality of good, it is depened with parties' agreement and
without parties' agreement. According to art 35 (1), the seller must rely on the contract to deliver goods of
the quantity, quality and description required by the contract and contained or packaged in the agreed
manner. Beside parties' agreement, the goods do not conform with the contract pursuant art 35 (2). Therefor,
Article 35 of the CISG apply any previously-agreed goods conformity clause made by the parties, then apply
regulations about the goods do not conform.
10. Matters governed by the CISG which are not expressly settled in it are excluded from the
application of this Convention.
 Matters governed by the CISG which are not expressly settled in it are not excluded from the application
of this Convention. Because when matters are governed by the CISG but where they are not expressly
settled in it, the gaps are in the first instance filled with the convention's general principles in art
6,7,25,82,57. Only if it impossible to identify a general principle, one can resort to the applicable law via
international private law.
Legal basis: Art 7.2 CISG.
Question:
In February 2022, XYZ Corporation located in Japan and ABC Machinery located in the USA engaged in
negotiations for the sale of a specialized industrial machine used in manufacturing processes. The
negotiations primarily took place via email and video conferences.
During the negotiations, XYZ Corporation sent a letter of intent to ABC Machinery on March 15, 2022,
outlining the key terms of the proposed sale. It also indicated that ABC Machinery had until March 31,
2022, to accept the offer.
On March 29, 2022, ABC Machinery sent an email to XYZ Corporation indicating their acceptance of the
offer. However, due to a technical error in their email system, the message was not successfully delivered to
XYZ Corporation until April 2, 2022.
On April 1, 2022, after believing that ABC Machinery had not responded within the stipulated time frame,
XYZ Corporation decided to explore other potential buyers and initiated discussions with another
distributor. Upon receiving ABC Machinery's email on April 2, 2022, XYZ Corporation realized the
acceptance had been made on time and now faced a dilemma.
ABC Machinery argued that their acceptance of the offer was timely and valid, as they had sent the
acceptance email on March 29, 2022. XYZ Corporation contended that they were not aware of ABC
Machinery's acceptance when they initiated discussions with another distributor on April 1, 2022, and that
the acceptance email only arrived on April 2, 2022.
1. Define and list out possible legal sources applicable to govern the relationship between XYZ
Corporation and ABC Machinery
Answer:
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XYZ Corporation located in Japan and ABC Machinery located in the USA engaged in negotiations for the
sale of a specialized industrial machine used in manufacturing processes. Therefore, goods trading
transactions between parties are international in nature.
1. CISG. Both Japan and the United States are members of the CISG. Although the US has made
reservations under Article 95, Japan is still a member of the CISG, so in this case the Vienna convention is
still applied under Article 1.1.a. The parties engaged in negotiations for the sale of a specialized industrial
machine used in manufacturing processes, so this is a contract for the sale of goods within the scope of
Article 3 CISG. In addition, according to the data of question, the parties did not eliminate the application
of CISG according to Article 6 CISG and the conclusion of the contract took place during the period when
CISG took effect according to Article 100 CISG. Therefore, CISG can be applied to resolve this case.
2. Domestic law: Japanese Law, USA law, law of third party if it has closeness relationship with the
contract. (art 7.2)
3. Incoterm 2020: if the contract have provision relate to payment or shipment.
4. Case law.
*. Convention on the Use of Electronic Communications in International Contracts. CISG does not have
specific regulations on this issue, so according to the provisions in Article 7.2 CISG, to fill the gap people
will use the provisions of another convention also issued by the United Nations, still ensuring
internationality and unity. Specifically, the Convention on the Use of Electronic Communications in
International Contracts will apply, it is a specialized convention, regulating a specific issue of electronic
transactions in international sales contracts, this convention is applied to support CISG to resolve disputes
between parties.

2. Does the letter of intent sent by the XYZ Corporation serve as an effective offer?
According art 14, 15 CISG:
- Firstly, regarding the specific person, according to the information in the question, company XYZ
sent the letter of intent to ABC Machinery so we can determine who the sender is and who the
receiver is.
- Secondly, XYZ Corporation engaged in negotiations with ABC Machinery for the sale of a
specialized industrial machine used in manufacturing processes. XYZ Corporation sent a letter of
intent to ABC Machinery on March 15, 2022 to express that it recognizes the intention of XYZ
Corporation to be bound in case of acceptance.
- Thirdly, about sufficiently definite of the letter of intent. Because the parties have agreed for the sale
of a specialized industrial machine used in manufacturing processes throught via email and video
conferences. So the XYZ Corporation sends a letter of intent to ABC Machinery have outlining the
key terms of the proposed sale và ABC Machinery knew what that intent was. These terms are
complete on fixed price, trade usages and explicit or implicity fixes on provision makes for
determining the quantity and the price then the letter of intent sent by the XYZ Corporation serves as
an effective offer.
Legal basis: Article 8 CISG.
→ Althought the letter of intent sent by the XYZ Corporation has all three elements, it serves as summarized
content the parties negotiated like memorandum of writing. It is not considered as an offer.

3. Did the parties successfully conclude a contract in this case?

Answer:
ABC’s acceptance of the offer becomes an offer for XYZ. Because, ABC’s acceptance of the offer arrived at
XYZ after the deadline for accepting the offer. So it is considered an acceptance of the invalid offer, and at
the same time is considered a new offer by ABC for XYZ. The parties successfully conclude a contract in
this case, if XYZ accept the ABC’s offer.

Câu hỏi:
1. How is the internationality of the purchase and sale contract determined according to CISG?
- Criteria to determine the internationality of the contract are the business locations of the subjects.
The contract is considered to be an international commodity purchase contract when the contract
parties have a business location located in different countries (Article 1.1.a).
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- Article 1.3 CISG states that the nationality of the parties is not the criteria considered to determine
the international nature of the contract. Thus, the purchase and sale contract is signed between two
different nationality companies, but there is a business location in the same country, not within the
CISG adjustment scope.
2. Canceling offers anything different from withdrawing the offer?
Remove (Revoke) A offer is canceling, ending the effect of an offered offer. Withdraw (withdraw) a
offers is the recall of a offers before it is valid. Specifically about the difference, read Article 15.2
and 16

EXW – Ex-Works or Ex-Warehouse

 Ex works is when the seller places the goods at the disposal of the buyer at the seller’s premises or at
another named place (i.e., works, factory, warehouse, etc.).
 The seller does not need to load the goods on any collecting vehicle. Nor does it need to clear them
for export, where such clearance is applicable.
FCA – Free Carrier
 The seller delivers the goods to the carrier or another person nominated by the buyer at the seller’s
premises or another named place.
 The parties are well advised to specify as explicitly as possible the point within the named place of
delivery, as the risk passes to the buyer at that point.
FAS – Free Alongside Ship
 The seller delivers when the goods are placed alongside the vessel (e.g., on a quay or a barge)
nominated by the buyer at the named port of shipment.
 The risk of loss of or damage to the goods passes when the products are alongside the ship. The
buyer bears all costs from that moment onwards.
FOB – Free On Board
 The seller delivers the goods on board the vessel nominated by the buyer at the named port of
shipment or procures the goods already so delivered.
 The risk of loss of or damage to the goods passes when the products are on board the vessel. The
buyer bears all costs from that moment onwards.
CFR – Cost and Freight
 The seller delivers the goods on board the vessel or procures the goods already so delivered.
 The risk of loss of or damage to the goods passes when the products are on board the vessel.
 The seller must contract for and pay the costs and freight necessary to bring the goods to the named
port of destination.
CIF – Cost, Insurance and Freight
 The seller delivers the goods on board the vessel or procures the goods already so delivered. The risk
of loss of or damage to the goods passes when the products are on the ship.
 The seller must contract for and pay the costs and freight necessary to bring the goods to the named
port of destination.
 The seller also contracts for insurance cover against the buyer’s risk of loss of or damage to the
goods during the carriage.
 The buyer should note that under CIF the seller is required to obtain insurance only on minimum
cover. Should the buyer wish to have more insurance protection, it will need either to agree as much
expressly with the seller or to make its own extra insurance arrangements.
CPT – Carriage Paid To
 The seller delivers the goods to the carrier or another person nominated by the seller at an agreed
place (if any such site is agreed between parties).
 The seller must contract for and pay the costs of carriage necessary to bring the goods to the named
place of destination.
CIP – Carriage And Insurance Paid To
 The seller has the same responsibilities as CPT, but they also contract for insurance cover against the
buyer’s risk of loss of or damage to the goods during the carriage.
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 The buyer should note that under CIP the seller is required to obtain insurance only on minimum
cover. Should the buyer wish to have more insurance protection, it will need either to agree as much
expressly with the seller or to make its own extra insurance arrangements.
DAP – Delivered At Place
 The seller delivers when the goods are placed at the disposal of the buyer on the arriving means of
transport ready for unloading at the named place of destination.
 The seller bears all risks involved in bringing the goods to the named place.
DPU – Delivered At Place Unloaded (replaces Incoterm® 2010 DAT)
 DPU replaces the former Incoterm® DAT (Delivered At Terminal). The seller delivers when the
goods, once unloaded are placed at the disposal of the buyer at a named place of destination.
 The seller bears all risks involved in bringing the goods to, and unloading them at the named place of
destination.
DDP – Delivered Duty Paid
 The seller delivers the goods when the goods are placed at the disposal of the buyer, cleared for
import on the arriving means of transport ready for unloading at the named place of destination.
 The seller bears all the costs and risks involved in bringing the goods to the place of destination.
They must clear the products not only for export but also for import, to pay any duty for both export
and import and to carry out all customs formalities.
Section 2 (07 marks):

On 1st August 2019, the buyer Addams Co, is a French textile retailer transacted with the seller Sinclair Inc.,
an US corporation that manufactures textile, in order to purchase textile from the seller based on samples
exhibited in a fair two months ago. The buyer's representative Wednesday, who did not speak English,
communicated with the seller's representative Enid through a translator. The parties apparently arrived at an
oral agreement on the crucial terins of price in US Dollar, quality, quantity, delivery, and payment. They
then recorded these terms on one of Addams Co.'s standard pre-printed order forms in French, Enid signed
the contract on Sinclair Inc.'s behalf. Then this commercial dispute crupted as due to the ficancial crisis from
the post-COVID-19 pandemic, the French govemment established a strict national policy to limit payment
for foreign transactions within 03 months, which prevented the buyer from performang his obligation in time
as agreed in the contract. Sinclair Inc, brought suit against Addams Co. in an US federal court, claiming that
the defendant breached the contract by failing to fulfill his obligation within the agreed time.

The parties disputed over the exemption clause which appears as follows:
“Force majeure (BKK) are (sai phải là is) the events that occur in an unforeseen manner and cannot be
evercome despite any necessary measures and the capacity, such as war, terrorism, strikes, strikes (sai lặp từ
2 lần), fires, floods, lightning, fire, earthquakes, whirlwind, stores, changes of laws, etc.”
SAI:
- không lường thấy trước vào lúc nào (art 79). Các bên nên ghi nhận thời điểm nào như thời điểm giao kết
hợp đồng.
- Thiếu khả năng như thế nào? Phải là khả năng trong hoàn cảnh cụ thể.
a. Please specify which international legal source(s) could be applied to govern the contract, and in
which order (given that, at the time the contract was concluded, France and the USA are Member
States of the CISG). (03 marks)
- This is a contract for the sale of goods because there is a buyer and a seller, the parties jointly buy and sell
textiles, and textiles are goods that are not excluded according to Article 2, 3 of the CISG.
- This contract for the sale of goods is international in nature because the parties have their place of business
in different countries, the seller is in the US and the buyer is in France.
International legal source(s) could be applied to govern the contract include:
- CISG pursuant art 1.1.a.
- Domestic law: French Law, USA law pursuant art 7.2. When international treaties and contracts do
not provide for some issues, national law shall be applied to adjust based on references to private
international law.
- Case law.
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- Lưu ý: Nếu có UCP và Incoterm được lựa chọn phải xem xét nguồn luật là bản thân hợp đồng đó.
(This contract. Because it has detailed terms suitable to the parties' transactions and agreed upon by
the parties.)
Letter of intent: if the parties have merger clause thì letter of intent is not legally binding.
b. Please advise whether Addams Co. is exempted from its liability for undue payment, and on which
legal ground (02 marks).
Art 79 of CISG
c. Please give your opinion about the forementioned liability exemption clause in the contract between
the parties (whether it is appropriate to protect the legitimate rights of the parties, if it is not, please
revise the clause) (02 marks).
- Force majeure (BKK) is not are (sai phải là is).
- strikes (sai lặp từ 2 lần)
- không lường thấy trước vào lúc nào (art 79). Các bên nên ghi nhận thời điểm nào như thời điểm giao kết
hợp đồng.
- Thiếu khả năng như thế nào? Phải là khả năng trong hoàn cảnh cụ thể.
- Disease có được xem là bkk hay kh.
- It is not suitable about legal structure, không nên để etc hay 3 chấm như vậy. nên nêu “included but not
limited to” thì phù hợp hơn.