Foreign Trade universityForeign Trade universityForeign Trade universityForeign Trade university

Nguyen Van ThoanHead of Ecommerce Department

E-contracting & e-contractsE-contracting & e-contracts

Ecom - FTU - ThS. Nguyen Van ThoanEcom - FTU - ThS. Nguyen Van Thoan

E-contractsE-contracts

E-contractingE-contracting

Slide 3E-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 3rd, 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 4E-commerce Processes & Strategies - 2004

Case 1

Questions

Q1. Between A and B, is there a contractIf so, where and when is the contract formed?

Options 1: There has been a contractA sent the order, B acceptedTime and place in location of B’s office (Hanoi)

Options 2: There has not been any contractsA -----> Order -----> BA <----- Accept <---- B There has been no contractsA ------> Confirm -----> B At this time there is a contractNote: 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/comprehensive/comprehensive6e.htmlhttp://blt.westbuslaw.com

Case 2Seller (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 2June 11th, Buyer (Japan) required Seller to draft a contract with agreed articlesSeller sent an email with the agrees articles as contract, ending with:

Best regardsNguyen Van NBDIRECTOR

Buyers replied by email with “ Agreed “ and ending with

Best regardsYoko HasagawaDIRECTOR

Case One month later, July 11, Buyer (JP) sent an email requiring Seller to reduce the price by 10% due to bad market situationsOn the same day, Seller replied saying that NOT agree and that both sides should follow the signed contractOn July 25, Buyer sent an email saying that if Seller do not reduce the price, they will not take the shipment

Case 2Questions

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 ThoanEcom - 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

11Th.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

Signed Encrypt

ed messag

e

Private key 1 (sender)

Receiver

Public key 1 (sender)

message

Digitally signed

INTERNET

INTERNET

Signed Encrypt

ed messag

e

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”

15Th.S. Nguyen Van Thoan – Dai hoc Ngoai thuong

functions

Name : “Richard”key-Exchange Key :Signature Key :Serial # : 29483756Other Data : 10236283025273Expires : 6/18/96Signed : CA’s Signature

Digital certificate

Indentify the owner of public key/private key Issued by a CA

E-ContractUN/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”

“mét bøc th ® îc coi lµ mét lêi chµo hµng nÕu nã bao hµm lêi ®Ò nghÞ ký kÕt hîp ®ång vµ ® îc göi ®Õn 1 hoÆc 1 sè ng êi cô thÓ ®ång thêi kh¼ng ®Þnh mét c¸ch ®Çy ®ó ý ®Þnh s½n sµng chÊp nhËn tr¸ch nhiÖm khi chµo hµng ®ã ® îc chÊp nhËn. Mét th ®iÖn tö göi ®Õn nhiÒu ng êi kh«ng ® îc coi lµ chµo hµng trõ khi cã quy ®Þnh cô thÓ kh¸c.

Thank youq & A