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The Principles Of European Contract Law 2002 - (Parts I, II, and III),
European Union
CHAPTER 1 - GENERAL PROVISIONS
Section 1 - Scope of the Principles
Article 1:101 (ex art. 1.101) - Application of the Principles
Article 1:102 - Freedom of contract
Article 1:103 - Mandatory Law
Article 1:104 - Application to questions of consent
Article 1:105 (ex art. 1.103) - Usages and Practices
Article 1:106 (ex art. 1.104) - Interpretation and Supplementation
Article 1:107 (ex Art. 1.113) - Application of the Principles by Way of Analogy
Section 2 - General Obligations
Article 1:201 (ex art. 1.106) - Good Faith and Fair Dealing
Article 1:202 (ex art. 1.107) - Duty to Co-operate
Section 3 - Terminology and Other Provisions
Article 1:301 (ex art. 1.105) - Meaning of Terms
Article 1:302 (ex art. 1.108) - Reasonableness
Article 1:303 (ex art. 1.110) - Notice
Article 1:304 (ex art. 1.111) - Computation of Time
Article 1:305 (ex art. 1.109) - Imputed Knowledge and Intention
CHAPTER 2 - FORMATION
Section 1 - General Provisions
Article 2:101 (ex art. 5.101) - Conditions for the Conclusion of a Contract
Article 2:102 (ex art. 5.102) - Intention
Article 2:103 (ex art. 5.103) - Sufficient Agreement
Article 2:104 (ex art. 5.103 A) - Terms not individually negotiated
Article 2:105 (ex art. 5.106 A) - Merger Clause
Article 2:106 (ex art. 5.106 B) - Written Modification only
Article 2:107 (ex art. 5.108) - Promises binding without acceptance
Section 2 - Offer and Acceptance
Article 2:201 (ex art. 5.201) - Offer
Article 2:202 (ex art. 5.202) - Revocation of an Offer
Article 2:203 (ex art. 5.203) - Lapse of an Offer
Article 2:204 (ex art. 5.204) - Acceptance
Article 2:205 (ex art. 5.205) - Time of Conclusion of the Contract
Article 2:206 (ex art. 5.206) - Time Limit for Acceptance
Article 2:207 (ex art. 5.208) - Late Acceptance
Article 2:208 (ex art. 5.209) - Modified Acceptance
Article 2:209 (ex art. 5.210) - Conflicting General conditions
Article 2:210 (ex art. 5.211) - Professional's written confirmation
Article 2:211 (ex art. 5.212) - Contracts not Concluded through Offer and Acceptance
Section 3 - Liability for negotiations
Article 2:301 (ex art. 5.301) - Negotiations Contrary to Good Faith
Article 2:302 (ex art. 5.302) - Breach of Confidentiality
CHAPTER 3 - AUTHORITY OF AGENTS
Section 1 - General Provisions
Article 3:101 - Scope of the Chapter
Article 3:102 - Categories of Representation
Section 2 - Direct Representation
Article 3:201 - Express, implied and apparent authority
Article 3:202 - Agent acting in exercise of his authority
Article 3:203 - Unidentified Principal
Article 3:204 - Agent acting without or outside his authority
Article 3:205 - Conflict of Interests
Article 3:206 - Subagency
Article 3:207 - Ratification by Principal
Article 3:208 - Third Party's Right with Respect to Confirmation of Authority
Article 3:209 - Duration of Authority
Section 3 - Indirect Representation
Article 3:301 - Intermediaries not acting in the name of a Principal
Article 3:302 - Intermediary's Insolvency or Fundamental Non-performance to Principal
Article 3:303 - Intermediary's Insolvency or Fundamental Non-performance to Third Party
Article 3:304 - Requirement of Notice
CHAPTER 4 - VALIDITY
Article 4:101 (ex art. 6.101) - Matters not Covered
Article 4:102 (ex art. 6.102) - Initial Impossibility
Article 4:103 (ex art. 6.103) - Mistake as to facts or law
Article 4:104 (ex art. 6.104) - Inaccuracy in communication
Article 4:105 (ex art. 6.105) - Adaptation of contract
Article 4:106 (ex art. 6.106) - Incorrect information
Article 4:107 (ex art. 6.107) - Fraud
Article 4:108 (ex art. 6.108) - Threats
Article 4:109 (ex art. 6.109) - Excessive benefit or unfair advantage
Article 4:110 (ex art. 6.110) -Unfair terms which have not been individually negotiated
Article 4:111 (ex art. 6.111) - Third persons
Article 4:112 (ex art. 6.112) - Notice of Avoidance
Article 4:113 (ex art. 4.113) - Time limits
Article 4:114 (ex art. 6.114) - Confirmation
Article 4:115 (ex art. 6.116) - Effect of avoidance
Article 4:116 (ex art. 6.115) - Partial avoidance
Article 4:117 (ex art. 6.117) - Damages
Article 4:118 (ex. art. 6.118) - Exclusion or restriction of remedies
Article 4:119 (ex art. 6.119) - Remedies for non-performance
CHAPTER 5 - INTERPRETATION
Article 5:101 (Ex art. 7.101/ 101A) - General Rules of Interpretation
Article 5:102 (ex art. 7.102) - Relevant Circumstances
Article 5:103 (ex art. 7.103) - Contra Proferentem Rule
Article 5:104 (ex art. 7.104) - Preference to Negotiated Terms
Article 5:105 (ex art. 7.105) - Reference to Contract as a Whole
Article 5:106 (ex art. 7.106) - Terms to Be Given (Full) Effect
Article 5:107 (ex art. 7.107) - Linguistic Discrepancies
CHAPTER 6 - CONTENTS AND EFFECTS
Article 6:101 (ex art. 8.101) - Statements giving rise to contractual obligation
Article 6:102 (replaces 5.108) - Implied obligations
Article 6:103 - Simulation
Article 6:104 (ex art. 2.101) - Determination of Price
Article 6:105 (ex art. 2.102) - Unilateral Determination by a Party
Article 6:106 (ex art. 2.103) - Determination by a Third Person
Article 6:107 (ex art. 2.104) - Reference to a Non Existent Factor
Article 6:108 (ex art. 2.105) - Quality of Performance
Article 6:109 (ex art. 2.109) - Contract for an Indefinite Period
Article 6:110 (ex art. 2.115) - Stipulation in Favour of a Third Party
Article 6:111 (ex art. 2.117) - Change of Circumstances
CHAPTER 7 - PERFORMANCE
Article 7:101 (ex art. 2.106) - Place of Performance
Article 7:102 (ex art. 2.107) - Time of Performance
Article 7:103 (ex art. 2.108) - Early Performance
Article 7:104 - Order of performance
Article 7:105 - Alternative performance
Article 7:106 (ex art. 2.116) - Performance by a Third Person
Article 7:107 (ex art. 2.110) - Form of Payment
Article 7:108 (ex art. 2.111) - Currency of Payment
Article 7:109 (ex art. 2.112) - Appropriation of Performance
Article 7:110 (ex art. 2.113) - Property Not Accepted
Article 7:111 (ex art. 2.114) - Money not Accepted
Article 7:112 - Costs of performance
CHAPTER 8 - NON-PERFORMANCE AND REMEDIES IN GENERAL
Article 8:101 (ex art. 3.101) - Remedies Available
Article 8:102 (ex art. 3.102) - Cumulation of Remedies
Article 8:103 (ex art. 3.103) - Fundamental Non-Performance
Article 8:104 (ex art. 3.104) - Cure by Non-Performing Party
Article 8:105 (ex art. 3.105) - Assurance of Performance
Article 8:106 (ex art. 3.106) - Notice Fixing Additional Period for Performance
Article 8:107 (ex art. 3.107) - Performance Entrusted to Another
Article 8:108 (ex art 3.108) - Excuse Due to an Impediment
Article 8:109 (ex 3.109) - Clause Limiting or Excluding Remedies
CHAPTER 9 - PARTICULAR REMEDIES FOR NON-PERFORMANCE
Section 1 - Right to Performance
Article 9:101 (ex art. 4.101) - Monetary Obligations
Article 9:102 (ex art. 4.102) - Non-monetary Obligations
Article 9:103 (ex art 4.103) - Damages Not Precluded
Section 2 - Right To Withhold Performance
Article 9:201 (ex art 4.201) - Right to Withhold Performance
Section 3 - Termination Of The Contract
Article 9:301 (ex art. 4.301) - Right to Terminate the Contract
Article 9:302 (ex art 4.302) - Contract to be Performed in Parts
Article 9:303 (ex art. 4.303) - Notice of Termination
Article 9:304 (ex art. 4.304) - Anticipatory Non-Performance
Article 9:305 (ex art. 4.305) - Effects of Termination in General
Article 9:306 (ex art. 4.306) - Property Reduced in Value
Article 9:307 (ex art. 4.307) - Recovery of Money Paid
Article 9:308 (ex art 4.308) - Recovery of Property
Article 9:309 (ex art. 4.309) - Recovery for Performance that Cannot be Returned
Section 4 - Price Reduction
Article 9:401 (ex art 4.401) - Right to Reduce Price
Section 5 - Damages and Interest
Article 9:501 (ex art. 4.501) - Right to Damages
Article 9:502 (ex art 4.502) - General Measure of Damages
Article 9:503 (ex art. 4.503) - Foreseeability
Article 9:504 - Loss Attributable to Aggrieved Party (new; previously part of 4.504)
Article 9:505 - Reduction of loss (previously part of 4.504)
Article 9:506 (ex art. 4.505) - Substitute Transaction
Article 9:507 (ex art. 4.506) - Current Price
Article 9:508 (ex art. 4.507) - Delay in Payment of Money
Article 9:509 (ex art. 4.508) - Agreed Payment for Non-performance
Article 9:510 (ex art. 4.509) - Currency by which Damages to be Measured
THE PRINCIPLES OF EUROPEAN CONTRACT LAW - Part III, 2002
(Parts I and II revised 1998, Part III 2002)
CHAPTER 10: Plurality of parties*
Section 1 - Plurality of debtors*
Article 10:101 Solidary, Separate and Communal Obligations
Article 10:102 When Solidary Obligations Arise
Article 10:103 Liability Under Separate Obligations
Article 10:104 Communal Obligations: Special Rule when Money Claimed for Non-Performance
Article 10:105 Appointment Between Solidary Debtors
Article 10:106 Recourse Between Solidary Debtors
Article 10:107 Performance, Set-Off and Merger in Solidary Obligations
Article 10:108 Release or Settlement in Solidary Obligations
Article 10:109 Effect of Judgment in Solidary Obligations
Article 10:110 Prescription in Solidary Obligations
Article 10:111 Opposability of other Defences in Solidary Obligations
Section 2 - Plurality of creditors*
Article 10:201 Solidary, Separate and Communal Claims
Article 10:202 Apportionment of Separate Claims
Article 10:203 Difficulties of Executing a Communal Claim
Article 10:204 Apportionment of Solidary Claims
Article 10:205 Regime of Solidary Claims
CHAPTER 11. Assignment of Claims*
Section 1 - General Principles*
Article 11:101 Scope of Chapter
Article 11:102 Contractual Claims Generally Assignable
Article 11:103 Partial Assignment
Article 11:104 Form of Assignment
Section 2 - Effects of Assignment As Between Assignor and Assignee*
Article 11:201 Rights Transferred to Assignee
Article 11:202 When Assignment Takes Effect
Article 11:203 Preservation of Assignee's Rights Against Assignor
Article 11:204 Undertakings by Assignor
Section 3 - Effects of Assignment As Between Assignee and Debtor*
Article 11:301 Contractual Prohibition of Assignment
Article 11:302 Other Ineffective Assignments
Article 11:303 Effect on Debtor's Obligation
Article 11:305 Competing Demands
Article 11:306 Place of Performance
Article 11:307 Defences and Rights of Set-Off
Article 11:308 Unauthorised Modification Not Binding on Assignee
Section 4 - Order of Priority between Assignee and Competing Claimants*
Article 11:401 Priorities
CHAPTER 12. Substitution of New Debtor: Transfer of Contract*
Section 1 - Substitution of New Debtor*
Article 12:101 Substitution: General Rules
Article 12:102 Effects of Substitutions on Defences and Securities
Section 2 - Transfer of Contract*
Article 12:201 Transfer of Contract
CHAPTER 13. Set-Off*
Article 13:101 Requirement for Set-Off
Article 13:102 Unascertained Claims
Article 13:103 Foreign Currency Set-Off
Article 13:104 Notice of Set-Off
Article 13:105 Plurality of Claims and Obligations
Article 13:106 Effects of Set-Off
Article 13:107 Exclusion of Right of Set-Off
CHAPTER 14. Prescription*
Section 1 - General Provision*
Article 14:101 Claims Subject to Prescription
Section 2 - Periods of Prescription and their Commencement*
Article 14:201 General Period
Article 14:202 Period for a Claim Established by Legal Proceedings
Article 14:203 Commencement
Section 3 - Extension of Period*
Article 14:301 Suspension in Case of Ignorance
Article 14:302 Suspension in Case of Judicial and Other Proceedings
Article 14:303 Suspension in Case of Impediment Beyond Creditor's Control
Article 14:304 Postponement of Expiry in Case of Negotiations
Article 14:305 Postponement of Expiry in Case of Incapacity
Article 14:306 Postponement of Expiry: Deceased's Estate
Article 14:307 Maximum Length of Period
Section 4 - Renewal of Periods*
Article 14:401 Renewal by Acknowledgement
Article 14:402 Renewal by Attempted Execution
Section 5 - Effects of Prescription*
Article 14:501 General Effect
Article 14:502 Effect on Ancillary Claims
Article 14:503 Effect on Set-Off
Section 6 - Modification by Agreement*
Article 14:601 Agreements Concerning Prescription
CHAPTER 15. Illegality*
Article 15:101 Contracts Contrary to Fundamental Principles
Article 15:102 Contracts Infringing Mandatory Rules
Article 15:103 Partial Ineffectiveness
Article 15:104 Restitution
Article 15:105 Damages
CHAPTER 16. Conditions*
Article 16:101 Types of Condition
Article 16:102 Interference with Conditions
Article 16:103 Effect of Conditions
CHAPTER 17. Capitalisation of Interest*
Article 17:101 When Interest to be Added to Capital
[Note]
Disclaimers
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Manifest
SiSU Manifest, alternative outputs etc.
The Principles Of European Contract Law 2002 - (Parts I, II, and III),
CHAPTER 6 - CONTENTS AND EFFECTS
(1) A party is bound to fulfil its obligations even if performance has become more onerous, whether because the cost of performance has increased or because the value of the performance it receives has diminished.
(2) If, however, performance of the contract becomes excessively onerous because of a change of circumstances, the parties are bound to enter into negotiations with a view to adapting the contract or terminating it, provided that:
(a) the change of circumstances occurred after the time of conclusion of the contract,
(b) the possibility of a change of circumstances was not one which could reasonably have been taken into account at the time of conclusion of the contract, and
(c) the risk of the change of circumstances is not one which, according to the contract, the party affected should be required to bear.
(3) If the parties fail to reach agreement within a reasonable period, the court may:
(a) terminate the contract at a date and on terms to be determined by the court; or
(b) adapt the contract in order to distribute between the parties in a just and equitable manner the losses and gains resulting from the change of circumstances.
In either case, the court may award damages for the loss suffered through a party refusing to negotiate or breaking off negotiations contrary to good faith and fair dealing.
