CHAPTER 1: GENERAL PROVISIONS
Section 1: Purpose of the Principles
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Article 1.101: Applications of the Principles
(1) These Principles are intended to apply as general rules of contract law in the European Union.
(2) They apply when the parties have agreed to incorporate them into or submit to their contract.
(3) They can be applied when the parties
(a) have agreed that their contract would be governed by “general principles of law”, ” lex mercatoria ” or a similar expression,
(b) or have not chosen a system or rules of law to govern their contract.
(4) They may, in case of insufficiency of the system or of the applicable legal rules, provide a solution to the question asked.
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Article 1: 102: Freedom of contract
(1) The parties are free to conclude a contract and to determine its content, subject to the requirements of good faith and the mandatory rules laid down by these Principles.
(2) The parties may exclude the application of any of these Principles or derogate from them or modify their effects, unless the Principles provide otherwise.
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CONTRACTUAL FREEDOM
V ° CONTRACTUAL FREEDOM
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Article 1: 103: Mandatory rules
(1) Where applicable law allows, the parties may choose to submit their contract to the Principles so that national mandatory rules do not apply.
(2) They must, however, comply with the mandatory rules of national, supranational or international law which, according to the relevant rules of private international law, apply independently of the law governing the contract.
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MANDATORY RULES
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Article 1: 104: Application to Consent Matters
(1) The existence and validity of the agreement by which the parties adopt or incorporate these Principles are governed by them.
(2) Nevertheless, a party may rely on the law of the country where it has its habitual residence to establish that it has not consented if it results from circumstances which it would not be reasonable to assess the consequences of his behavior in accordance with these Principles.
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Article 1: 105: Uses and practices
(1) The parties are bound by the uses to which they have consented and by the practices which they have established between themselves.
(2) They are bound by any use that persons placed in the same situation that they would consider to be generally applicable, unless its application is unreasonable.
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USES
AND PRACTICES
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Article 1: 106: Interpretation and filling of gaps
(1) These Principles should be interpreted and developed in accordance with their objectives. In particular, consideration will be given to the need to promote good faith, the security of contractual relations and uniformity of application.
(2) Matters which fall within the scope of these Principles but which they do not expressly resolve shall, as far as possible, be settled in accordance with the ideas on which they are based. Failing that, the legal system designated by the rules of private international law will be applied.
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Article 1: 107: Application of the Principles by analogy
These Principles apply with the appropriate modifications to agreements which tend to modify or terminate a contract, to unilateral promises as well as to other declarations or behavior indicating an intention.
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Section 2: General duties
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Article 1: 201: Good Faith
(1) Each party is obliged to act in accordance with the requirements of good faith.
(2) The parties cannot exclude or limit this duty.
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SINCERITY
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Article 1: 202: Duty of collaboration
Each party owes the other a collaboration which allows the contract to produce its full effect.
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DUTY OF COLLABORATION
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Section 3: Terminology and other provisions
Article 1: 301: Definitions
In these Principles:
(1) the term “act” also applies to an omission,
(2) the term “tribunal” also applies to the arbitral tribunal,
(3) the term “intentional “also applies to an inexcusable action,
(4) the term” non-performance “denotes the failure to perform an obligation under the contract, whether or not it benefits from an exemption, and also applies to a performance late or defective and to the refusal of a collaboration which allows the contract to produce its full effect,
(5) a “substantial” point is one which a reasonable person, placed in the same situation as a party, should have known that he would influence the co-contractor as to his decision to enter into the proposed terms or to conclude the contract;
(6) “Written” statements include communications made by telegram, telex, facsimile and electronic mail, and other modes of communication which are such as to provide a readable recording on both sides,
unless the context does not require a different interpretation.
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Article 1: 302: Reasonableness
Under these Principles, these Principles must be held to be reasonable what persons of good faith placed in the same situation as the parties would regard as such. In particular, consideration is given to the nature and purpose of the contract, the circumstances of the case and the customs and practices of the professions or branches of activity concerned.
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Section 1: 303: Notifications
(1) Notification may be made by any means appropriate to the circumstances, whether in writing or otherwise.
(2) Subject to the provisions of paragraphs (4) and (5), a notification takes effect when it reaches its addressee.
(3) A notification reaches its addressee when it is delivered to him, or is delivered to his establishment or his postal address, or, in the case of a natural person having no establishment or address post office, to his usual place of residence.
(4) If, in application of these Principles, one party gives notice to the other as a consequence of the non-performance of the latter or because it is reasonable to foresee the non-performance, and the notice is duly made or dispatched, a delay or an inaccuracy in its transmission, or the fact that it does not reach its destination, does not prevent it from having effect. The notification takes effect when, under normal conditions, it would have reached its destination.
(5) A notification has no effect if its revocation reaches its addressee before it, or at the same time.
(6) In this section, the term “notification” also applies to the communication of a promise, declaration, offer, acceptance, demand, request or other statement.
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Article 1: 304: Computation of time limits
(1) The time limit that a party fixes in a written document to its addressee for it to respond or perform another act originates from the date indicated as being that of the document. In the absence of a date, the delay originates from the moment when the document reaches its addressee.
(2) Public holidays or non-working days are counted within the time limit. However, the period which would expire on a day which is a public holiday or non-working day at the address of the addressee or at the place where an imposed act must be carried out, is extended until the next working day at this place.
(3) When a time limit is expressed in days, weeks, months or years, it originates on the day following the date on which it starts, at zero hour, and expires on the last day at twenty-four hours; but the reply which must reach the party which fixed the time limit must reach that one, or the imposed act must be accomplished, on the last day of the time limit, before the normal time for closing business at the appropriate place.
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Article 1: 305: Imputation of knowledge and intention
If a third party who has intervened in the conclusion of a contract with the agreement of a party, or to whom the latter has entrusted the execution or who has performed with his agreement,
(a) knew or foresaw a fact, or should have known or predicted it,
(b) or carried out an intentional act or constituting gross negligence, or not in accordance with the requirements of good faith,
the knowledge, foresight or conduct is attributed to the party itself
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