According to the offer and acceptance model of contract
formation, an offer constitutes the starting point in the contract
formation process.1 Following the manifestation of an
offer, a contract is concluded when it is reciprocated with an
acceptance by the offeree. Although the general outline is as
simple as that, there are certain vital questions that must be
addressed in order to assess whether, when and in what scope a
valid contract is concluded. One of these questions is "What
differentiates a valid and binding offer from a mere
proposal?"
Under CISG, there are certain criteria that a proposal must meet
in order for it to constitute a valid and effective offer in the
sense of the Convention. These criteria, which are laid down under
Article 14 of the Convention, can be categorized under three
points: firstly, the proposal must be addressed to one or more
specific persons, secondly it must indicate the intention of the
offeror to be bound by such proposal in
