ANNOTATED TEXT OF CISG
Article 19

(1) A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-offer.

(2) However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, objects orally to the discrepancy or dispatches a notice to that effect. If he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance.

(3) Additional or different terms relating, 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 are considered to alter the terms of the offer materially.

Legislative history || Case law || Scholarly writings || Links to related articles || Words and phrases || Other Formation issues || CISG (full-text)

Guide to this article

• UNCITRAL outline of issues present
  
• Editoral analysis of this article with cross-references to related subjects
  
• Secretariat Commentary (closest counterpart to an Official Commentary on this article)
• Match-up of this article with the 1978 draft
(to validate Secretariat Commentary)
• Use of the Principles of European Contract Law to help interpret CISG article 19
  • Match-ups with Continental and Common Law domestic rules, doctrine and jurisprudence

• Roadmap to the legislative history of this article
• Legislative history of this article: long form
• Legislative history of this article: short form
  • Chronology of development of Article 19 at the 1980 Vienna Diplomatic Conference
  • Tensions associated with acceptance that deviates from offer
• Summary of UNCITRAL legislative history
• Hague Convention antecedents
  • Article 19 match-up (with illustrative citations to helpful ULF case law)
  • ULF (full-text)

• • Martin Karollus [Austria], excerpt from Judicial Interpretation and Application of the CISG in Germany 1988-1994, Cornell Review of the Convention on Contracts for the International Sale of Goods (1995) 51-94

• For further information on CISG case law (material not in this database), go to Unilex: click for a description of the contents of this service. Also of considerable utility are the compendium of case citations and the CISG bibliography contained in Michael R. Will, Twenty Years of International Sales Law Under the CISG: International Bibliography and Case Law Digest, Kluwer Law International (2000). Prof. Will's materials are presented on the CD-Rom edition of the database.

• Selected monographs and anthologies (English language))

• Comments on Article 19 from 1999 text by John O. Honnold [U.S.] [available in CD-ROM edition only]

• Comments on Article 19 from seminal 1986 text by Peter Schlechtriem [Germany]

• Comments on Article 19 from monograph by Jacob S. Ziegel [Canada]

• Citations to materials on this article in other texts (selected texts only)
• Texts of selected law journal articles and other commentaries

  • Gyula Eörsi [Hungary], excerpt from Problems of Unifying Law on the Formation of Contracts for the International Sale of Goods, 27 American Journal of Comparative Law (1979) 311-323

  • J. Clark Kelso [U.S.], The United Nations Convention on Contracts for the International Sale of Goods: Contract Formation and the Battle of Forms, 21 Columbia Journal of Transnational Law (1982/83) 529-556

  • Burt A. Leete [U.S.], excerpt from Contract Formation under the United Nations Convention for the International Sale of Goods and the Uniform Commercial Code: Pitfalls for the Unwary, 6 Temple International and Comparative Law Journal (1992) 193- 215

  • John E. Murray [U.S.], excerpt from an An Essay on the Formation of Contracts and Related Matters Under the United Nations Convention on Contracts for the International Sale of Goods, 8 Journal of Law and Commerce (1988) 11-51

  • Pilar Perales Viscasillas [Spain], The "Battle of the Forms" Under the 1980 United Nations Convention on Contracts for the International Sale of Goods and the UNIDROIT] Principles of International Commercial Contracts, Pace International Law Review, Vol. X (1998) 97-155 [Pace essay winner]

  • Peter Schlechtriem [Germany], excerpt from Uniform Sales Law: The Experience with Uniform Sales Laws in the Federal Republic of Germany, Juridisk Tidskrift (Stockholm) (1991/92) 1-28

  • François Vergne [France], The "Battle of Forms" Under the 1980 United Nations Convention on Contracts for the International Sale of Goods, 33 American Journal of Comparative Law (1985) 233-258

  • Michael P. Alstine, Consensus, Dissensus, and Contractual Obligation Through the Prism of Uniform International Sales Law, 37 Virginia Journal of International Law (1996) 1-105 [dissensus in battle-of-the-forms transactions under the CISG - a different approach than adopted by most commentators: it is this author's thesis that for conflicting terms ("dissensus"), when the contract is performed, in lieu of the customary mirror-image corollary -- the "last shot" doctrine -- "the provisions of the Convention should only be displaced in the face of . . . a contrary common intent" (for further comments on gap-filling by the Convention in a battle-of-the-forms "dissensus", see para. 170.4 of John O. Honnold, Uniform Law for International Sales, 3rd ed. (Kluwer 1999) 192)]

  • See also formation commentaries listed below

  • To identify other relevant commentaries, go to Bibliography and Bibliography Search Form [acceptance, formation, offer and battle of the forms ("pre/3" = instruction used to confine search to commentary titles with "battle of the forms", with words in this sequence) are search form entries you may wish to consider]

    Our bibliography contains thousands of citations in 24 languages; we encourage you to tailor your own bibliography search to the specific aspect of this article that you are researching.

Links to related articles

• All of the CISG's Formation provisions are related to one another. By way of illustration, go to:

  • Peter Winship [U.S.], Formation of International Sales Contracts under the 1980 Vienna Convention, 17 International Lawyer (1983) 1-18

  • Citations to broader multi-lingual selection of commentaries on Formation of the contract

• The CISG has eleven Formation provisions. For links to the other ten, go to Annotated Text of Article 14 [Criteria for an offer], go to Annotated Text of Article 15 [When offer becomes effective: prior withdrawal]; go to Annotated Text of Article 16 [Revocability of offer]; go to Annotated Text of Article 17 [Rejection of offer followed by acceptance]; go to Annotated Text of Article 18 [Acceptance: time and manner for indicating assent] (when a "battle-of-the-forms "transaction arises, Articles 18 and 19 may both be relevant); go to Annotated Text of Article 20 [Interpretation of offeror's time-limits for acceptance]; go to Annotated Text of Article 21 [Late acceptances: response by offeror]; go to Annotated Text of Article 22 [Withdrawal of acceptance]; go to Annotated Text of Article 23 [Effect of acceptance: time of conclusion of contract]; go to Annotated Text of Article 24 [When communication "reaches" the addressee]

Words, phrases and concepts

• certainty vs. equity. Commenting on battle-of-the-forms resolutions pursuant to Article 19, Mr. Stalev (Bulgaria) stated that "the fundamental considerations of international trade relations -- certainty and security -- [should not be sacrificed] to less important considerations, such as the flexibility of rules and equity in individual cases." OR 284, para. 25 [OR = Official Records of the United Nations Conference on Contracts for the International Sale of Goods, Vienna 10 March - 11 April 1980, A/CONF.97/19]

• reasonableness: Although not specifically mentioned in this article, reasonableness is a general principle of the CISG
  • For the definition of reasonableness recited in the Principles of European Contract Law and references to reasonableness in Continental and Common Law domestic rules, doctrine and jurisprudence, go to PECL article 1:302 and the comment and notes prepared for this provision

  • To drive home the correlation between the PECL's definition of reasonableness and the evident same meaning of this term to CISG legislators when they used the concept either specifically or as a general principle of the uniform law they drafted, see overview comments and comments that illustrate the similar manner in which this concept fits the CISG

Other Formation issues

• Contracts formed other than by traditional offer and acceptance
  
• Culpa in contrahendo and related issues