(Purpose of the Principles)

lex mercatoria

(Freedom of contract)

(No form required)

(Binding character of contract)

(Mandatory rules)

(Exclusion or modification by the parties)

Model Clauses for the use of the UNIDROIT Principles of International Commercial Contracts
(Interpretation and supplementation of the Principles)

(Good faith and fair dealing)

(Inconsistent behaviour)

(Usages and practices)

(Notice)

(Definitions)
(Computation of time set by parties)

(Manner of formation)

(Definition of offer)

(Withdrawal of offer)

(Revocation of offer)

(Rejection of offer)

(Mode of acceptance)
 (Time of acceptance)

(Acceptance within a fixed period of time)

(Late acceptance. Delay in transmission)

(Withdrawal of acceptance)

(Modified acceptance)

(Writings in confirmation)

(Conclusion of contract dependent on agreement on specific matters

or in a particular form)
(Contract with terms deliberately left open)

(Negotiations in bad faith)

(Duty of confidentiality)

(Merger clauses)

(Modification in a particular form)

(Contracting under standard terms)

 (Surprising terms)

(Conflict between standard terms and non-standard terms)

(Battle of forms)

(Scope of the Section)

(Establishment and scope of the authority of the agent)

(Agency disclosed)
 (Agency undisclosed)

(Agent acting without or exceeding its authority)

(Liability of agent acting without or exceeding its authority)

(Conflict of interests)

(Sub-agency)

(Ratification)
 (Termination of authority)

(Matters not covered)

(Validity of mere agreement)

(Initial impossibility)

(Mandatory character of the provisions)

(Definition of mistake)

(Relevant mistake)
(Error in expression or transmission)

(Remedies for non-performance)

(Fraud)

(Threat)

(Gross disparity)
 (Third persons)

(Confirmation)

(Loss of right to avoid)

(Notice of avoidance)

(Time limits)

(Partial avoidance)

(Retroactive effect of avoidance)

 (Restitution)

(Damages)

(Unilateral declarations)

(Contracts infringing mandatory rules)

(Restitution)
 (Intention of the parties)

(Interpretation of statements and other conduct)

(Relevant circumstances)

(Reference to contract or statement as a whole)

(All terms to be given effect)

(Contra proferentem rule)

(Linguistic discrepancies)
 (Supplying an omitted term)

(Express and implied obligations)

(Implied obligations)

(Co-operation between the parties)

(Duty to achieve a specific result.

Duty of best efforts)

(Determination of kind of duty involved)

 (Determination of quality of performance)

(Price determination)

(Termination of a contract for an indefinite period)

(Release by agreement)

(Contracts in favour of third parties)

(Third party identifiable)

(Exclusion and limitation clauses)

 (Defences)

(Revocation)

(Renunciation)

(Types of condition)

(Effect of conditions)

(Interference with conditions)

(Duty to preserve rights)

(Restitution in case of fulfilment of a resolutive condition)

 (Time of performance)

(Performance at one time or in instalments)

(Partial performance)

(Order of performance)

(Earlier performance)

(Place of performance)
(Payment by cheque or other instrument)

(Payment by funds transfer)

(Currency of payment)

(Currency not expressed)

(Costs of performance)

(Imputation of payments)
(Imputation of non-monetary obligations)

(Application for public permission)

(Procedure in applying for permission)

(Permission neither granted nor refused)

(Permission refused)
 (Contract to be observed)

(Definition of hardship)

(Effects of hardship)

(Non-performance defined)

(Interference by the other party)

(Withholding performance)
 (Cure by non-performing party)

(Additional period for performance)

(Exemption clauses)

(Force majeure)
 (Performance of monetary obligation)

(Performance of non-monetary obligation)

(Repair and replacement of defective performance)

(Judicial penalty)

(Change of remedy)
 (Right to terminate the contract)

(Notice of termination)

(Anticipatory non-performance)

(Adequate assurance of due performance)

(Effects of termination in general)

(Restitution with respect to contracts to be performed at one time)

(Restitution with respect to long-term contracts)

(Right to damages)

(Full compensation)

(Certainty of harm)

(Foreseeability of harm)
(Proof of harm in case of replacement transaction)

(Proof of harm by current price)

(Harm due in part to aggrieved party)

(Mitigation of harm)

(Interest for failure to pay money)

(Interest on damages)
 (Manner of monetary redress)

(Currency in which to assess damages)

(Agreed payment for non-performance)

(Conditions of set-off)

(Foreign currency set-off)

(Set-off by notice)

(Content of notice)
 (Effect of set-off)

(Definitions)

(Exclusions)

(Assignability of non-monetary rights)

(Partial assignment)

(Future rights)

(Rights assigned without individual specification)

(Agreement between assignor and assignee sufficient)

(Obligor’s additional costs)

(Non-assignment clauses)

(Notice to the obligor)

(Successive assignments)

(Adequate proof of assignment)

(Defences and rights of set-off)

 (Rights related to the right assigned)

(Undertakings of the assignor)

(Modes of transfer)

(Exclusion)

(Requirement of obligee’s consent to transfer)

(Advance consent of obligee)

(Discharge of original obligor)

 (Third party performance)

(Defences and rights of set-off)

(Rights related to the obligation transferred)

(Definitions)

(Exclusion)

(Requirement of consent of the other party)

(Advance consent of the other party)

 (Discharge of the assignor)

(Defences and rights of set-off)

(Rights transferred with the contract)

(Scope of the Chapter)

(Limitation periods)

(Modification of limitation periods by the parties)

 (New limitation period by acknowledgement)

(Suspension by judicial proceedings)

(Suspension by arbitral proceedings)

(Alternative dispute resolution)

(Suspension in case of force majeure, death or incapacity)

(Effects of expiration of limitation period)

 (Right of set-off)

(Restitution)

(Definitions)

(Presumption of joint and several obligations)

(Obligee’s rights against joint and several obligors)

(Availability of defences and rights of set-off)

(Effect of performance or set-off)

 (Effect of release or settlement)

(Effect of expiration or suspension of limitation period)

(Effect of judgment)

(Apportionment among joint and several obligors)

(Extent of contributory claim)

(Rights of the obligee)

 (Defences in contributory claims)

(Inability to recover)

(Definitions)

(Effects of joint and several claims)

(Availability of defences against joint and several obligees)

(Allocation between joint and several obligees)