Tài liệu E-contracting & e-contracts pptx

Options 1: There has been a contract A sent the order, B accepted Time and place in location of B’s office Hanoi Options 2: There has not been any contracts A ---> Order ---> B A B At t

Foreign Trade university

Nguyen Van Thoan Head of Ecommerce Department

E-contracting & e-contracts

Ecom - FTU - ThS Nguyen Va

n Thoan

E-contracts E-contracting

Slide 3

E-commerce Processes & Strategies - 2004

Case 1

October 25th , A (Australia) sent an e-mail to B(Hanoi) asking

B to design a website for A s shop B replied by e-mail that ’

A s requirement can be done well, and suggested that they ’ should sign a contract

November 2nd , A sent another email describing all the

details of the requirements for the website In the email, A stated that B, please let me know if you can meet this “

requirements by this Friday Reply by email is OK ”

On November 3 rd , Friday, B replied by email the job has been “ started A saw this email but had not opened it After the ”

weekends, A came to office but he had changed his mind, he did not want B to design the website for him.

Slide 4

E-commerce Processes & Strategies - 2004

Case 1

Questions

Q1 Between A and B, is there a contract

If so, where and when is the contract formed?

Options 1: There has been a contract

A sent the order, B accepted

Time and place in location of B’s office (Hanoi)

Options 2: There has not been any contracts

A -> Order -> B

A < - Accept < B There has been no contracts

A -> Confirm -> B At this time there is a contract

Note: Two parties should stated where and when contract formed or which law is aplicable also how to settle if disputs arise.

- Q2 Is there any differences if B’s mail server located in USA?

- Q3 Is there any differences if B’s email only gets into A’s information system on Sunday morning?

http://www.swlearning.com/blaw/blt/blt6e/comprehensiv e/comprehensive6e.html

http://blt.westbuslaw.com

Case 2

Seller (Vietnam) and Buyer (Japan) met at

a Trade Fair in Hanoi and negotiated a

contract on 4th June 2005

- Product: 5.000 ceramics vases (sample agreed)

- Price: 2 USD/pc FOB HaiPhong port, Vietnam

- Delivery: 45 days after signing of contract

- Payment: TTR 50% in advance, 50% after delivery

- Port of delivery: Yokohama, Japan

Case 2

June 11th, Buyer (Japan) required Seller to draft a contract with agreed articles

Seller sent an email with the agrees articles as

contract, ending with:

Best regards Nguyen Van NB DIRECTOR

Buyers replied by email with Agreed and ending “ “ with

Best regards Yoko Hasagawa DIRECTOR

Case

One month later, July 11, Buyer (JP) sent an email requiring Seller to reduce the price by 10% due to bad market situations

On the same day, Seller replied saying that NOT agree and that both sides should follow the signed contract

On July 25, Buyer sent an email saying that if Seller

do not reduce the price, they will not take the shipment

Case 2

Questions

 Is there a contract binding responsibilities of two parties

 When and where the contract is formed?

 To avoid this issues, what should Seller do?

Ecom - FTU - ThS Nguyen Van Thoan

Sources for online e-commerce laws

1 UNCITRAL Model Law on Electronic Commerce (1996)

2 U.S Uniform Electronic Transaction Act (UETA) (1999)

3 EU Directive on Digital Signature (1999)

4 EU Directive on E-Commerce (2000)

5 UNCITRAL Model Law on Electronic Signatures (2001)

6 U.S Electronic Signature Act (2001)

G Olivieri : Law of E-Commerce Hong Kong Summer Course 2002

Th.S Nguyen Van Thoan – Dai hoc Ngoai thuong

Public keys

Digital signature

Encryted message

Public key 2 (receiver)

Sender

Order to buy 100 PCs

Encrypted message

Receiver

Order to buy 100 PCs

Private key 2 (receiver)

Sender

Encrypted message Encrypted Signed

message

Private key 1 (sender)

Receiver

Public key 1 (sender)

message

Digitally signed

INTERNE T

INTERNE T

Signed

Encrypted message

Encrypted message

Digitally signed

Source: W Stallings, “Cryptography and Network Security”

The Secret-Key Encryption Model

Source: W Stallings, “Cryptography and Network Security”

The Public-Key Encryption Model

Source: W Stallings, “Cryptography and Network Security”

The Public-Key Authentication Model

Source: W Stallings, “Cryptography and Network Security”

Th.S Nguyen Van Thoan – Dai hoc Ngoai thuong

functions

Name : “Richard”

key-Exchange Key : Signature Key :

Serial # : 29483756 Other Data : 10236283025273 Expires : 6/18/96

Signed : CA’s Signature

Digital certificate

Indentify the owner of public key/private key

Issued by a CA

UN/CEFACT, 3/2000, article 3, item 2.1.

“An e-mail is regarded as an offer if which contains proposal

to sign contracts and is sent to 1 or more specific peole at the same time stated clearly the intention to accept the

stated obligations when the receiver(s) accept the conditions

in the email An e-mail which is sent to many people is not regarded as fixed offer”

“một bức thư được coi là một lời chào hàng nếu nó bao hàm lời đề nghị ký kết hợp đồng và được gửi đến 1 hoặc 1 số người

cụ thể đồng thời khẳng định một cách đầy đú ý định sẵn sàng chấp nhận trách nhiệm khi chào hàng đó được chấp nhận

Một thư điện tử gửi đến nhiều người không được coi là chào hàng trừ khi có quy định cụ thể khác.

Thank you

q & A