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Principles of International Commercial Contracts, 1994 - UNIDROIT
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 - Usages and Practices
Article 1.9 - Notice
Article 1.10 - Definitions
Chapter 2 - Formation
Article 2.1 - Manner of Formation
Article 2.2 - Definition of Offer
Article 2.3 - Withdrawal of Offer
Article 2.4 - Revocation of Offer
Article 2.5 - Rejection of Offer
Article 2.6 - Mode of Acceptance
Article 2.7 - Time of Acceptance
Article 2.8 - Acceptance Within a Fixed Period of Time
Article 2.9 - Late Acceptance. Delay in Transmission
Article 2.10 - Withdrawal of Acceptance
Article 2.11 - Modified Acceptance
Article 2.12 - Writings in Confirmation
Article 2.13 - Conclusion of Contract Dependent on Agreement on Specific Matters or in a Specific Form
Article 2.14 - Contract with Terms Deliberately Left Open
Article 2.15 - Negotiations in Bad Faith
Article 2.16 - Duty of Confidentiality
Article 2.17 - Merger Clause
Article 2.18 - Written Modification Clause
Article 2.19 - Contracting Under Standard Terms
Article 2.20 - Surprising Terms
Article 2.21 - Conflict Between Standard Terms and Non-Standard Terms
Article 2.22 - Battle of Forms
Chapter 3 - Validity
Article 3.1 - Matters Not Covered
Article 3.2 - Validity of Mere Agreement
Article 3.3 - Initial Impossibility
Article 3.4 - Definition of Mistake
Article 3.5 - Relevant Mistake
Article 3.6 - Error in Expression or Transmission
Article 3.7 - Remedies for Non-Performance
Article 3.8 - Fraud
Article 3.9 - Threat
Article 3.10 - Gross Disparity
Article 3.11 - Third Persons
Article 3.12 - Confirmation
Article 3.13 - Loss of Right to Avoid
Article 3.14 - Notice of Avoidance
Article 3.15 - Time Limits
Article 3.16 - Partial Avoidance
Article 3.17 - Retroactive Effect of Avoidance
Article 3.18 - Damages
Article 3.19 - Mandatory Character of the Provision
Article 3.20 - Unilateral Declarations
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
Article 5.1 - Express and Implied Obligations
Article 5.2 - Implied Obligations
Article 5.3 - Co-operation between the Parties
Article 5.4 - Duty to Achieve a Specific Result. Duty of Best Efforts
Article 5.5 - Determination of Kind of Duty Involved
Article 5.6 - Determination of Quality of Performance
Article 5.7 - Price Determination
Article 5.8 - Contract for an Indefinite Period
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
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 Access Damages
Article 7.4.13 - Agreed Payment for Non-Performance
Metadata
SiSU Metadata, document information
Manifest
SiSU Manifest, alternative outputs etc.
Chapter 7 - Non-Performance
Section 3 - Termination
(1) A party may terminate the contract where the failure of the other party to perform an obligation under the contract amounts to a fundamental performance.
(2) In determining whether a failure to perform an obligation amounts to a fundamental non- performance regard shall be had, in particular, to whether
(a) the non-performance substantially deprives the aggrieved party of what it was entitled to expect under the contract unless the other party did not foresee and could not reasonably have foreseen such result;
(b) strict compliance with the obligation which has not been performed is of essence under the contract;
(c) the non-performance is intentional or reckless;
(d) the non-performance gives the aggrieved party reason to believe that it cannot rely on the other party?s future performance;
(e) the non-performing party will suffer disproportionate loss as a result of the preparation or performance if the contract is terminated.
(3) In the case of delay the aggrieved party may also terminate the contract if the other party fails to perform before the time allowed under Article 7.1.5 has expired.
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