Giáo trình Thương mại điện tử căn bản (Phần 2)

he time when it 
leaves an information system under the control of the originator or of the party 
who sent it on behalf of the originator or, if the electronic com- munication has 
not left an information system under the control of the originator or of the party 
who sent it on behalf of the originator, the time when the electronic 
communication is received. 
2. The time of receipt of an electronic communication is the time when it 
becomes capable of being retrieved by the addressee at an electronic address 
designated by the addressee. The time of receipt of an electronic communication 
at another electronic address of the addressee is the time when it becomes 
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capable of being retrieved by the addressee at that address and the addressee 
becomes aware that the electronic communication has been sent to that address. 
An electronic communication is presumed to be capable of being retrieved by 
the addressee when it reaches the addressee‟s electronic address. 
3. An electronic communication is deemed to be dispatched at the place 
where the originator has its place of business and is deemed to be received at the 
place where the addressee has its place of business, as deter- mined in 
accordance with article 6. 
4. Paragraph 2 of this article applies notwithstanding that the place where 
the information system supporting an electronic address is located may be 
different from the place where the electronic communication is deemed to be 
received under paragraph 3 of this article. 
Article 11. Invitations to make offers 
A proposal to conclude a contract made through one or more electronic 
communications which is not addressed to one or more specific parties, but is 
generally accessible to parties making use of information systems, includ- ing 
proposals that make use of interactive applications for the placement of orders 
through such information systems, is to be considered as an invita- tion to make 
offers, unless it clearly indicates the intention of the party making the proposal 
to be bound in case of acceptance. 
Article 12. Use of automated message systems for contract formation 
A contract formed by the interaction of an automated message system and a 
natural person, or by the interaction of automated message systems, shall not be 
denied validity or enforceability on the sole ground that no natural person 
reviewed or intervened in each of the individual actions carried out by the 
automated message systems or the resulting contract. 
Article 13. Availability of contract terms 
Nothing in this Convention affects the application of any rule of law that may 
require a party that negotiates some or all of the terms of a con- tract through the 
exchange of electronic communications to make available to the other party 
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those electronic communications which contain the con- tractual terms in a 
particular manner, or relieves a party from the legal con- sequences of its failure 
to do so. 
Article 14. Error in electronic communications 
1. Where a natural person makes an input error in an electronic com- 
munication exchanged with the automated message system of another party and 
the automated message system does not provide the person with an opportunity 
to correct the error, that person, or the party on whose behalf that person was 
acting, has the right to withdraw the portion of the elec- tronic communication in 
which the input error was made if: 
(a) The person, or the party on whose behalf that person was acting, notifies the 
other party of the error as soon as possible after having learned of the error and 
indicates that he or she made an error in the electronic com- munication; and 
(b) The person, or the party on whose behalf that person was acting, has not 
used or received any material benefit or value from the goods or services, if any, 
received from the other party. 
2. Nothing in this article affects the application of any rule of law that may 
govern the consequences of any error other than as provided for in paragraph 1. 
CHAPTER IV. FINAL PROVISIONS 
Article 15. Depositary 
The Secretary-General of the United Nations is hereby designated as the 
depositary for this Convention. 
Article 16. Signature, ratification, acceptance or approval 
1. This Convention is open for signature by all States at United Nations 
Headquarters in New York from 16 January 2006 to 16 January 2008. 
2. This Convention is subject to ratification, acceptance or approval by the 
signatory States. 
3. This Convention is open for accession by all States that are not signatory 
States as from the date it is open for signature. 
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4. Instruments of ratification, acceptance, approval and accession are to be 
deposited with the Secretary-General of the United Nations. 
Article 17. Participation by regional economic integration organizations 
1. A regional economic integration organization that is constituted by 
sovereign States and has competence over certain matters governed by this 
Convention may similarly sign, ratify, accept, approve or accede to this 
Convention. The regional economic integration organization shall in that case 
have the rights and obligations of a Contracting State, to the extent that that 
organization has competence over matters governed by this Convention. 
Where the number of Contracting States is relevant in this Convention, the 
regional economic integration organization shall not count as a Contracting State 
in addition to its member States that are Contracting States. 
2. The regional economic integration organization shall, at the time of 
signature, ratification, acceptance, approval or accession, make a decla- ration to 
the depositary specifying the matters governed by this Convention in respect of 
which competence has been transferred to that organization by its member 
States. The regional economic integration organization shall promptly notify the 
depositary of any changes to the distribution of compe- tence, including new 
transfers of competence, specified in the declaration under this paragraph. 
3. Any reference to a “Contracting State” or “Contracting States” in this 
Convention applies equally to a regional economic integration organi- zation 
where the context so requires. 
4. This Convention shall not prevail over any conflicting rules of any 
regional economic integration organization as applicable to parties whose 
respective places of business are located in States members of any such 
organization, as set out by declaration made in accordance with article 21. 
Article 18. Effect in domestic territorial units 
1. If a Contracting State has two or more territorial units in which different 
systems of law are applicable in relation to the matters dealt with in this 
Convention, it may, at the time of signature, ratification, acceptance, approval or 
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accession, declare that this Convention is to extend to all its territorial units or 
only to one or more of them, and may amend its decla- ration by submitting 
another declaration at any time. 
2. These declarations are to be notified to the depositary and are to state 
expressly the territorial units to which the Convention extends. 
3. If, by virtue of a declaration under this article, this Convention extends to 
one or more but not all of the territorial units of a Contracting State, and if the 
place of business of a party is located in that State, this place of business, for the 
purposes of this Convention, is considered not to be in a Contracting State, 
unless it is in a territorial unit to which the Convention extends. 
4. If a Contracting State makes no declaration under paragraph 1 of this 
article, the Convention is to extend to all territorial units of that State. 
Article 19. Declarations on the scope of application 
1. Any Contracting State may declare, in accordance with article 21, that it 
will apply this Convention only: 
(a) When the States referred to in article 1, paragraph 1, are 
Contracting States to this Convention; or 
(b) When the parties have agreed that it applies. 
2. Any Contracting State may exclude from the scope of application of this 
Convention the matters it specifies in a declaration made in accordance 
with article 21. 
Article 20. Communications exchanged under other international 
conventions 
1. The provisions of this Convention apply to the use of electronic 
communications in connection with the formation or performance of a contract 
to which any of the following international conventions, to which a Contracting 
State to this Convention is or may become a Contracting State, apply: 
Convention on the Recognition and Enforcement of Foreign Arbitral 
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Awards (New York, 10 June 1958); Convention on the Limitation Period in the 
International Sale of Goods (New York, 14 June 1974) and Protocol thereto 
(Vienna, 11 April 1980); 
United Nations Convention on Contracts for the International Sale of Goods 
(Vienna, 11 April 1980); United Nations Convention on the Liability of 
Operators of Transport Terminals in International Trade (Vienna, 19 April 
1991); United Nations Convention on Independent Guarantees and Stand-by 
Letters of Credit (New York, 11 December 1995); United Nations Convention 
on the Assignment of Receivables in International Trade (New York, 12 
December 2001). 
2. The provisions of this Convention apply further to electronic com- 
munications in connection with the formation or performance of a contract to 
which another international convention, treaty or agreement not specifi- cally 
referred to in paragraph 1 of this article, and to which a Contracting State to this 
Convention is or may become a Contracting State, applies, unless the State has 
declared, in accordance with article 21, that it will not be bound by this 
paragraph. 
3. A State that makes a declaration pursuant to paragraph 2 of this article 
may also declare that it will nevertheless apply the provisions of this Convention 
to the use of electronic communications in connection with the formation or 
performance of any contract to which a specified international convention, treaty 
or agreement applies to which the State is or may become a Contracting State. 
4. Any State may declare that it will not apply the provisions of this 
Convention to the use of electronic communications in connection with the 
formation or performance of a contract to which any international conven- tion, 
treaty or agreement specified in that State‟s declaration, to which the State is or 
may become a Contracting State, applies, including any of the conventions 
referred to in paragraph 1 of this article, even if such State has not excluded the 
application of paragraph 2 of this article by a declaration made in accordance 
with article . 
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Article 21. Procedure and effects of declarations 
1. Declarations under article 17, paragraph 4, article 19, paragraphs 1 and 2, 
and article 20, paragraphs 2, 3 and 4, may be made at any time. Declarations 
made at the time of signature are subject to confirmation upon ratification, 
acceptance or approval. 
2. Declarations and their confirmations are to be in writing and to be 
formally notified to the depositary. 
3. A declaration takes effect simultaneously with the entry into force of this 
Convention in respect of the State concerned. However, a declara- tion of which 
the depositary receives formal notification after such entry into force takes effect 
on the first day of the month following the expira- tion of six months after the 
date of its receipt by the depositary. 
4. Any State that makes a declaration under this Convention may 
modify or withdraw it at any time by a formal notification in writing addressed 
to the depositary. The modification or withdrawal is to take effect on the first 
day of the month following the expiration of six months after the date of the 
receipt of the notification by the depositary. 
Article 22. Reservations 
No reservations may be made under this Convention. 
Article 23. Entry into force 
1. This Convention enters into force on the first day of the month following 
the expiration of six months after the date of deposit of the third instrument of 
ratification, acceptance, approval or accession. 
2. When a State ratifies, accepts, approves or accedes to this 
Convention after the deposit of the third instrument of ratification, accept- ance, 
approval or accession, this Convention enters into force in respect of that State 
on the first day of the month following the expiration of six months after the 
date of the deposit of its instrument of ratification, acceptance, approval or 
accession. 
Article 24. Time of application 
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This Convention and any declaration apply only to electronic commu- nications 
that are made after the date when the Convention or the declara- tion enters into 
force or takes effect in respect of each Contracting State. 
Article 25. Denunciations 
1. A Contracting State may denounce this Convention by a formal 
notification in writing addressed to the depositary. 
2. The denunciation takes effect on the first day of the month follow- ing the 
expiration of twelve months after the notification is received by the depositary. 
Where a longer period for the denunciation to take effect is spec- ified in the 
notification, the denunciation takes effect upon the expiration of such longer 
period after the notification is received by the depositary. 
DONE at New York this twenty-third day of November two thousand and five, 
in a single original, of which the Arabic, Chinese, English, French, Russian and 
Spanish texts are equally authentic. 
IN WITNESS WHEREOF the undersigned plenipotentiaries, being duly 
authorized by their respective Governments, have signed this Convention. 
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 Tài liệu tham khảo 
Tiếng Việt 
1. Bộ công thương, Báo cáo thương mại điện tử Việt Nam 2008 
2. Bộ Thương mại, 2005, Kế hoạch phát triển thương mại điện tử 2006-2010 
3. Bộ Thương mại, 2003, Hiện trạng ứng dụng thương mại điện tử tại Việt Nam 
4. Nguyễn Thi Mơ, Cẩm nang pháp luật về giao kết hợp đồng điện tử, NXB Lao 
động – Xã hội 
Tiếng Anh 
5. Efraim Turban, 2008, Electronic Commerce: A Managerial Perpective, 
Pearson International Edition 
6. Kenneth C. Laudon, 2008, E-commerce, Prentice Hall 
7. Carol V.Brown, 2009, Managing Information Technology, Pearson 
Internation Edition 
8. Simon Collin, 2000, E-marketing, Wiley. 
9. UNCTAD, E-commerce and development Report 2004 
10. UNCTAD, E-commerce and development Report 2006 
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