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Sabate, a France-based company, sold wine corks to Chateau, a Canadian winery, via Sabate’s U.S. subsidiary. The parties made the agreement by telephone, and no written contracts existed. After several transactions and the sale of over 1.2 million corks, Sabate began to send an invoice with each shipment that included a forum selection clause naming France as the agreedupon location to resolve disputes. Chateau sued Sabate in a U.S. court over the poor quality of the corks. Sabate moved to dismiss because the forum selection clause required the dispute to be litigated in France. Chateau claimed that the forum selection clause was added after the terms were agreed upon and, thus, was invalid and not part of the original contract.

1. Is Chateau’s silence upon receiving the invoices binding on the company under the Convention on Contracts for the International Sale of Goods? 2. Would your answer be the same under the UCC?