Question $1$

Cheng He Seafood Ltd $($CHS$)$ is an importer and distributor of frozen seafood products with its registered place of business in Singapore $($a contracting state to the United Nations Convention on Contracts for the International Sale of Goods or UNCISG$).$ On the $15$th August of $2022,$ the Business Manager of CHS visited a processing plant owned and operated by Siam Marine Frozen Seafood $($SMFS$)$ in Bangkok, Thailand $($not a contracting state to the UNCISG$).$ On the visit to the plant, CHS committed to a verbal agreement to procure $2$ x $10$MT IQF Fresh Frozen Black Tiger Shrimps of varying sizes.

A pro$-$forma invoice was drafted by the Export Manager of SMFS a week after the visit and emailed to the address shown on the name card presented by the Business Manager of CHS$.$ The details listed below is an outline of the agreement:

Products are to be packed in $10$kg waxed corrugated export cartons, clearly marked

in $3$ different sizes $(8/12,13/15,16/20$ pieces per lbs$).$

Each shipment $(10$MT $+/-5\%)$

Each shipment is comprised of a breakdown of the $3$ sizes mentioned, in equal

proportions $(+/-5\%).$

Prices of the products were based on the C$.$I.F $($Singapore$)$ term of delivery.

Payment Term: Cash against documents, drawn on UOB Singapore $($Buyer$$s Bank$).$

On$-$board date: $1$x$10$MT no later than $31/10/22$ and $1$x$10$MT no later $30/11/22$

The Business Manager at CHS reviewed the pro$-$forma invoice and found the content to be in line with spirit of the agreement. He appended an e$-$signature to the document and returned a signed copy of the pro$-$forma to the Export Manager at SMFS via email.

The first container $(10$MT$)$ was delivered to the terminal in Bangkok on the $28/10/22,$ scheduled for shipment on OOCL Charleston with estimated time of departure on $29/10/22.$ Transit time to Singapore was $5$ days and hence, the expected time of arrival was $3/11/22.$ The shipping documents were picked up by CHS and SMFS was paid expediently.

There was an unexpected oversupply of raw materials at SMFS$,$ and the products for the second container $(10$MT$)$ were ready for shipment by the $10/11/22.$ Numerous emails were sent by SMFS to CHS to inform them of the development. No responses were received.

A subsequent telephone call to CHS revealed that the Business Manager of CHS was away on a business trip in Europe and would only be back in the office on $30/11/22.$ Despite not having received an acceptance for early shipment from buyer, SMFS expedited the shipment of the second container on Sinar Bandar, which arrived in Singapore on $20/11/22,10$ days prior to the latest shipment date shown on the pro$-$forma invoice.

SMFS advised CHS of the early arrival of the second container and informed CHS that the shipping documents have been sent to UOB. The shipping documents were however only collected from the bank on the $30/11/22($on the return of the Business Manager to Singapore$).$ Although the import processes were expedited without further delay, the container was released by the Port of Singapore Authority on $5/12/22.$ Fifteen $(15)$ days of demurrage and plug$-$in charges were imposed on the container for the period between $20/11/22$ to $5/12/22.$

CHS was convinced that it should not be responsible for the $15$ days of demurrage changes and filed a claim against SMFS for the expense. CHS contended that SMFS should not have expedited the early shipment of the second container without prior approval and is therefore responsible for the added cost.

Question $1$a

The Business Manager of CHS assumed that the purchase agreement that he had entered into with SMFS was automatically subject to the rules and regulations of the UNCISG. Indicate two $(2)$ reasons that might substantiate this assumption and determine whether the agreement was, in fact, subject to the UNCISG provision. Provide well$-$reasoned explanations to support the answer.