Table of content
Article
PREAMBLE (Purpose of the Principles)
CHAPTER 1: GENERAL PROVISIONS
Article 1.1 (Freedom of contract)
Article 1.2 (No form required)
Article 1.3 (Binding character of contract)
Article 1.4 (Mandatory rules)
Article 1.5 (Exclusion or modification by the parties)
Article 1.6 (Interpretation and supplementation of the Principles)
Article 1.7 (Good faith and fair dealing)
Article 1.8 (Inconsistent behaviour)
Article 1.9 (Usages and practices)
Article 1.10 (Notice)
Article 1.11 (Definitions)
Article 1.12 (Computation of time set by parties)
CHAPTER 2: FORMATION AND AUTHORITY OF AGENTS
Section 1: Formation
Article 2.1.1 (Manner of formation)
Article 2.1.2 (Definition of offer)
Article 2.1.3 (Withdrawal of offer)
Article 2.1.4 (Revocation of offer)
Article 2.1.5 (Rejection of offer)
Article 2.1.6 (Mode of acceptance)
Article 2.1.7 (Time of acceptance)
Article 2.1.8 (Acceptance within a fixed period of time)
Article 2.1.9 (Late acceptance. Delay in transmission)
Article 2.1.10 (Withdrawal of acceptance)
Article 2.1.11 (Modified acceptance)
Article 2.1.12 (Writings in confirmation)
Article 2.1.13 (Conclusion of contract dependent on agreement on specific matters or in a particular form)
Article 2.1.14 (Contract with terms deliberately left open)
Article 2.1.15 (Negotiations in bad faith)
Article 2.1.16 (Duty of confidentiality)
Article 2.1.17 (Merger clauses)
Article 2.1.18 (Modification in a particular form)
Article 2.1.19 (Contracting under standard terms)
Article 2.1.20 (Surprising terms)
Article 2.1.21 (Conflict between standard terms and non-standard terms)
Article 2.1.22 (Battle of forms)
Section 2: Authority of agents
Article 2.2.1 (Scope of the Section)
Article 2.2.2 (Establishment and scope of the authority of the agent)
Article 2.2.3 (Agency disclosed)
Article 2.2.4 (Agency undisclosed)
Article 2.2.5 (Agent acting without or exceeding its authority)
Article 2.2.6 (Liability of agent acting without or exceeding its authority)
Article 2.2.7 (Conflict of interests)
Article 2.2.8 (Sub-agency)
Article 2.2.9 (Ratification)
Article 2.2.10 (Termination of authority)
CHAPTER 3: VALIDITY
Section 1: General provisions
Article 3.1.1 (Matters not covered)
Article 3.1.2 (Validity of mere agreement)
Article 3.1.3 (Initial impossibility)
Article 3.1.4 (Mandatory character of the provisions)
Section 2: Grounds for avoidance
Article 3.2.1 (Definition of mistake)
Article 3.2.2 (Relevant mistake)
Article 3.2.3 (Error in expression or transmission)
Article 3.2.4 (Remedies for non-performance)
Article 3.2.5 (Fraud)
Article 3.2.6 (Threat)
Article 3.2.7 (Gross disparity)
Article 3.2.8 (Third persons)
Article 3.2.9 (Confirmation)
Article 3.2.10 (Loss of right to avoid)
Article 3.2.11 (Notice of avoidance)
Article 3.2.12 (Time limits)
Article 3.2.13 (Partial avoidance)
Article 3.2.14 (Retroactive effect of avoidance)
Article 3.2.15 (Restitution)
Article 3.2.16 (Damages)
Article 3.2.17 (Unilateral declarations)
Section 3: Illegality
Article 3.3.1 (Contracts infringing mandatory rules)
Article 3.3.2 (Restitution)
CHAPTER 4: INTERPRETATION
Article 4.1 (Intention of the parties)
Article 4.2 (Interpretation of statements and other conduct)
Article 4.3 (Relevant circumstances)
Article 4.4 (Reference to contract or statement as a whole)
Article 4.5 (All terms to be given effect)
Article 4.6 (Contra proferentem rule)
Article 4.7 (Linguistic discrepancies)
Article 4.8 (Supplying an omitted term)
CHAPTER 5: CONTENT, THIRD PARTY RIGHTS AND CONDITIONS
Section 1: Content
Article 5.1.1 (Express and implied obligations)
Article 5.1.2 (Implied obligations)
Article 5.1.3 (Co-operation between the parties)
Article 5.1.4 (Duty to achieve a specific result. Duty of best efforts)
Article 5.1.5 (Determination of kind of duty involved)
Article 5.1.6 (Determination of quality of performance)
Article 5.1.7 (Price determination)
Article 5.1.8 (Termination of a contract for an indefinite period)
Article 5.1.9 (Release by agreement)
Section 2: Third party rights
Article 5.2.1 (Contracts in favour of third parties)
Article 5.2.2 (Third party identifiable)
Article 5.2.3 (Exclusion and limitation clauses)
Article 5.2.4 (Defences)
Article 5.2.5 (Revocation)
Article 5.2.6 (Renunciation)
Section 3: Conditions
Article 5.3.1 (Types of condition)
Article 5.3.2 (Effect of conditions)
Article 5.3.3 (Interference with conditions)
Article 5.3.4 (Duty to preserve rights)
Article 5.3.5 (Restitution in case of fulfilment of a resolutive condition)
CHAPTER 6: PERFORMANCE
Section 1: Performance in general
Article 6.1.1 (Time of performance)
Article 6.1.2 (Performance at one time or in instalments)
Article 6.1.3 (Partial performance)
Article 6.1.4 (Order of performance)
Article 6.1.5 (Earlier performance)
Article 6.1.6 (Place of performance)
Article 6.1.7 (Payment by cheque or other instrument)
Article 6.1.8 (Payment by funds transfer)
Article 6.1.9 (Currency of payment)
Article 6.1.10 (Currency not expressed)
Article 6.1.11 (Costs of performance)
Article 6.1.12 (Imputation of payments)
Article 6.1.13 (Imputation of non-monetary obligations)
Article 6.1.14 (Application for public permission)
Article 6.1.15 (Procedure in applying for permission)
Article 6.1.16 (Permission neither granted nor refused)
Article 6.1.17 (Permission refused)
Section 2: Hardship
Article 6.2.1 (Contract to be observed)
Article 6.2.2 (Definition of hardship)
Article 6.2.3 (Effects of hardship)
CHAPTER 7: NON-PERFORMANCE
Section 1: Non-performance in general
Article 7.1.1 (Non-performance defined)
Article 7.1.2 (Interference by the other party)
Article 7.1.3 (Withholding performance)
Article 7.1.4 (Cure by non-performing party)
Article 7.1.5 (Additional period for performance)
Article 7.1.6 (Exemption clauses)
Article 7.1.7 (Force majeure)
Section 2: Right to performance
Article 7.2.1 (Performance of monetary obligation)
Article 7.2.2 (Performance of non-monetary obligation)
Article 7.2.3 (Repair and replacement of defective performance)
Article 7.2.4 (Judicial penalty)
Article 7.2.5 (Change of remedy)
Section 3: Termination
Article 7.3.1 (Right to terminate the contract)
Article 7.3.2 (Notice of termination)
Article 7.3.3 (Anticipatory non-performance)
Article 7.3.4 (Adequate assurance of due performance)
Article 7.3.5 (Effects of termination in general)
Article 7.3.6 (Restitution with respect to contracts to be performed at one time)
Article 7.3.7 (Restitution with respect to long-term contracts)
Section 4: Damages
Article 7.4.1 (Right to damages)
Article 7.4.2 (Full compensation)
Article 7.4.3 (Certainty of harm)
Article 7.4.4 (Foreseeability of harm)
Article 7.4.5 (Proof of harm in case of replacement transaction)
Article 7.4.6 (Proof of harm by current price)
Article 7.4.7 (Harm due in part to aggrieved party)
Article 7.4.8 (Mitigation of harm)
Article 7.4.9 (Interest for failure to pay money)
Article 7.4.10 (Interest on damages)
Article 7.4.11 (Manner of monetary redress)
Article 7.4.12 (Currency in which to assess damages)
Article 7.4.13 (Agreed payment for non-performance)
CHAPTER 8: SET-OFF
Article 8.1 (Conditions of set-off)
Article 8.2 (Foreign currency set-off)
Article 8.3 (Set-off by notice)
Article 8.4 (Content of notice)
Article 8.5 (Effect of set-off)
CHAPTER 9: ASSIGNMENT OF RIGHTS,TRANSFER OF OBLIGATIONS, ASSIGNMENT OF CONTRACTS
Section 1: Assignment of rights
Article 9.1.1 (Definitions)
Article 9.1.2 (Exclusions)
Article 9.1.3 (Assignability of non-monetary rights)
Article 9.1.4 (Partial assignment)
Article 9.1.5 (Future rights)
Article 9.1.6 (Rights assigned without individual specification)
Article 9.1.7 (Agreement between assignor and assignee sufficient)
Article 9.1.8 (Obligor’s additional costs)
Article 9.1.9 (Non-assignment clauses)
Article 9.1.10 (Notice to the obligor)
Article 9.1.11 (Successive assignments)
Article 9.1.12 (Adequate proof of assignment)
Article 9.1.13 (Defences and rights of set-off)
Article 9.1.14 (Rights related to the right assigned)
Article 9.1.15 (Undertakings of the assignor)
Section 2: Transfer of obligations
Article 9.2.1 (Modes of transfer)
Article 9.2.2 (Exclusion)
Article 9.2.3 (Requirement of obligee’s consent to transfer)
Article 9.2.4 (Advance consent of obligee)
Article 9.2.5 (Discharge of original obligor)
Article 9.2.6 (Third party performance)
Article 9.2.7 (Defences and rights of set-off)
Article 9.2.8 (Rights related to the obligation transferred)
Section 3: Assignment of contracts
Article 9.3.1 (Definitions)
Article 9.3.2 (Exclusion)
Article 9.3.3 (Requirement of consent of the other party)
Article 9.3.4 (Advance consent of the other party)
Article 9.3.5 (Discharge of the assignor)
Article 9.3.6 (Defences and rights of set-off)
Article 9.3.7 (Rights transferred with the contract)
CHAPTER 10: LIMITATION PERIODS
Article 10.1 (Scope of the Chapter)
Article 10.2 (Limitation periods)
Article 10.3 (Modification of limitation periods by the parties)
Article 10.4 (New limitation period by acknowledgement)
Article 10.5 (Suspension by judicial proceedings)
Article 10.6 (Suspension by arbitral proceedings)
Article 10.7 (Alternative dispute resolution)
Article 10.8 (Suspension in case of force majeure, death or incapacity)
Article 10.9 (The effects of expiration of limitation period)
Article 10.10 (Right of set-off)
Article 10.11 (Restitution)
CHAPTER 11: PLURALITY OF OBLIGORS AND OF OBLIGEES
Section 1: Plurality of obligors
Article 11.1.1 (Definitions)
Article 11.1.2 (Presumption of joint and several obligations)
Article 11.1.3 (Obligee’s rights against joint and several obligors)
Article 11.1.4 (Availability of defences and rights of set-off)
Article 11.1.5 (Effect of performance and set-off)
Article 11.1.6 (Effect of release or settlement)
Article 11.1.7 (Effect of expiration or suspension of limitation period)
Article 11.1.8 (Effect of judgment)
Article 11.1.9 (Apportionment among joint and several obligors)
Article 11.1.10 (Extent of contributory claim)
Article 11.1.11 (Rights of the obligee)
Article 11.1.12 (Defences in contributory claims)
Article 11.1.13 (Inability to recover)
Section 2: Plurality of obligees
Article 11.2.1 (Definitions)
Article 11.2.2 (Effects of joint and several claims )
Article 11.2.3 (Availability of defences against joint and several obligees)
Article 11.2.4 (Allocation between joint and several obligees)