Nguyen Van Thoan

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Foreign Trade university
E-commerce
E-contracting e-contracts

• Nguyen Van Thoan
• Head of Ecommerce Department

Ha Noi, 2004
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• E-contracts
• E-contracting

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• Case 1
• October 25th, A (Australia) sent an e-mail to
  B(Hanoi) asking B to design a website for As
  shop. B replied by e-mail that As 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.

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• 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 Bs office (Hanoi)
• Options 2 There has not been any contracts
• A -----gt Order -----gt B
• A lt----- Accept lt---- B There has been no
  contracts
• A ------gt Confirm -----gt 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 Bs mail server
  located in USA?
• - Q3. Is there any differences if Bs email only
  gets into As information system on Sunday
  morning?

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http//www.swlearning.com/blaw/blt/blt6e/comprehen
sive/comprehensive6e.html http//blt.westbuslaw.co
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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

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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

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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

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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?

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• 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
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Digital signature

• Public keys

Public key 2 (receiver)
Private key 2 (receiver)
Order to buy 100 PCs
Order to buy 100 PCs
Encryted message
Encrypted message
Receiver
Sender
message
Private key 1 (sender)
Public key 1 (sender)
Signed Encrypted message
Encrypted message
Signed Encrypted message
Encrypted message
Digitally signed
Sender
Receiver
Digitally signed
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The Secret-Key Encryption Model
Source W. Stallings, Cryptography and Network
Security
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The Public-Key Encryption Model
Source W. Stallings, Cryptography and Network
Security
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The Public-Key Authentication Model
Source W. Stallings, Cryptography and Network
Security
Source W. Stallings, Cryptography and Network
Security
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Digital certificate

• functions

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

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E-Contract

• 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

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• Thank you
• q A