| Abuse of Rights |
|
| see: Good faith and fair dealing |
| Acceptance |
2.1.6 |
| effective upon receipt |
2.1.6 |
| Acceptance |
|
| indication of assent |
2.1.6 |
| by performance |
2.1.6 |
| silence insufficient |
2.1.6 |
| time of |
2.1.7 |
| fixed period |
2.1.8 |
| late acceptance |
2.1.9 |
| varying terms of offer |
2.1.11 |
| non-material alterations |
2.1.11 |
| withdrawal of acceptance |
2.1.11 |
| Adaptation |
|
| see: Avoidance |
| gross disparity |
3.2.7 |
| resort to court |
3.2.7 |
| hardship |
6.2.3 6.2.3 |
| resort to court |
6.2.3 |
| Additional period for performance |
|
| grant of |
7.1.5 |
| termination after |
7.3.1 7.3.1 |
| Agency |
|
| see: Authority of agent |
| Agreed payment for non-performance |
|
| defined |
7.3.3 |
| defined |
7.4.13 |
| liquidated damages |
7.4.13 |
| penalty clauses |
7.4.13 |
| validity of |
7.4.13 |
| grossly excessive |
|
| Alternative Dispute Resolution |
|
| suspension of limitation period by |
10.7 |
| Anticipatory non-performance |
|
| see: Reasonable expectation of non-performance |
| remedy in case of |
7.3.3 |
| Application of UNIDROIT Principles |
|
| see: Arbitration |
| see: Domestic law |
| see: Mandatory rules |
| see: Private international law rules |
| as model for legislators |
Preamble |
| as rules of law governing the contract |
Preamble |
| as "general principles of law" |
Preamble |
| as "lex mercatoria" |
Preamble |
| direct application |
Preamble |
| express choice by the parties |
Preamble |
| together with arbitration clause |
Preamble |
| as substitute for domestic law |
Preamble |
| to interpret domestic law |
Preamble |
| to interpret international conventions |
Preamble |
| Arbitration |
|
| see: Court |
| and UNIDROIT Principles |
Preamble |
| Assignment of contracts |
|
| consent of the other party |
9.3.3 |
| defined |
9.3.1 |
| discharge of the assignor |
9.3.5 |
| given in advance |
9.3.4 |
| Assignment of rights |
|
| assignor's undertakings |
9.1.15 |
| defined |
9.1.1 |
| future rights |
9.1.5 |
| non-monetary rights |
9.1.3 |
| obligor's rights |
9.1.8 9.1.8 9.1.8 |
| partial |
9.1.4 |
| successive |
9.1.11 |
| without individual specification |
9.1.6 |
| Authority of agent |
|
| agent acting without or exceeding its authority |
2.2.5 |
| apparent authority |
2.2.5 |
| conflict of interest |
2.2.7 |
| definition of |
2.2.1 |
| disclosed agency |
2.2.3 |
| establishment of |
2.2.2 |
| liability for damages |
2.2.6 |
| ratification |
2.2.9 |
| sub-agency |
2.2.8 |
| termination of |
2.2.10 |
| undisclosed agency |
2.2.4 |
| Avoidance |
|
| damages |
3.2.16 |
| grounds for avoidance |
3.2.7 3.2.7 3.2.7 3.2.7 3.2.7 3.2.7 3.2.7 |
| notice of |
3.2.11 |
| effective upon receipt |
3.2.11 |
| retroactive effect |
3.2.14 |
| Battle of forms |
|
| see: Standard terms |
| Breach of contract |
|
| see: Non-performance |
| Cause |
3.1.2 |
| no need for |
3.1.2 |
| Computation of time set by parties |
|
| notion of |
1.12 |
| Conclusion of contract |
|
| see: Formation of contract |
| Condition |
|
| Conflict of laws rules |
|
| see: Private international law rules |
| Consideration |
|
| no need for |
3.1.2 |
| Contract |
|
| binding character of |
1.3 |
| freedom of |
1.1 |
| Contract in favour of third party |
|
| see: Third party rights |
| Course of dealing |
|
| see: Practices |
| Court |
|
| defined |
1.11 |
| includes arbitral tribunals |
1.11 |
| Culpa in contrahendo |
|
| see: Negotiations |
| Cure by non-performing party |
|
| appropriateness |
7.1.4 |
| notice of cure |
7.1.4 |
| termination, relationship with |
7.1.4 |
| Damages |
|
| avoidance and |
3.2.16 |
| causality |
7.4.3 |
| combined with other remedies |
7.4.1 7.4.1 |
| for agent acting without or exceeding its authority |
2.2.6 |
| for breach of confidentiality |
2.1.16 |
| for future benefits lost |
7.4.2 |
| lost chances |
7.4.2 |
| lost profits |
7.4.2 |
| for losses suffered |
7.4.2 |
| non-pecuniary harm |
7.4.2 |
| mitigation, duty of |
7.4.8 7.4.8 7.4.8 |
| payment of |
7.4.11 |
| currency in which to assess |
7.4.12 |
| indexation |
7.4.11 |
| pre-contractual liability |
2.1.15 |
| reliance not expectation |
2.1.15 |
| reduction of |
7.4.2 |
| for contribution to harm |
7.4.7 |
| for harm due to failure to mitigate |
7.4.7 |
| right to |
7.4.1 |
| full compensation |
7.4.2 |
| harm must be certain |
7.4.3 |
| harm must be forseeable |
7.4.4 |
| result from non-performance |
7.4.3 7.4.3 |
| Delay |
|
| see: Performance |
| Dispatch principle |
|
| see: Notice |
| Domestic law |
|
| issues governed by |
9.3.2 9.3.2 9.3.2 9.3.2 9.3.2 9.3.2 9.3.2 9.3.2 9.3.2 9.3.2 9.3.2 9.3.2 9.3.2 9.3.2 9.3.2 9.3.2 9.3.2 9.3.2 9.3.2 9.3.2 9.3.2 |
| Duty of co-operation |
5.1.3 |
| cure by non-performing party and |
7.1.4 |
| Duty of confidentiality |
2.1.16 |
| see: Damages |
| Duty to achieve specific result |
|
| see: Obligations |
| Duty to use best efforts |
|
| see: Obligations |
| Electronic contracting |
|
| automated contracting |
2.1.1 |
| e-mail and delay in transmission of message |
2.1.9 |
| e-mail and time of dispatch of message |
2.1.8 |
| modification in a particular form and |
2.1.18 |
| no requirement as to form |
1.2 |
| Estoppel |
|
| see: Inconsistent behaviour |
| Exemption clauses |
|
| defined |
7.1.6 |
| validity of |
7.1.6 |
| grossly unfair |
7.1.6 |
| Fair dealing |
|
| see: Good faith and fair dealing |
| Force majeure |
|
| defined |
7.1.7 |
| effects of |
7.1.7 |
| temporary impediment |
7.1.7 |
| hardship distinguished |
7.1.7 7.1.7 |
| Formal requirements |
|
| freedom from |
1.2 |
| merger clause |
2.1.17 |
| modification in a particular form |
2.1.18 |
| stipulated by parties |
2.1.13 |
| Formation of contract |
|
| automated contracting |
2.1.1 |
| conclusion of contract dependent on |
2.1.13 |
| agreement in a particular form |
2.1.13 |
| agreement on specific matters |
2.1.13 |
| manner of |
2.1.1 |
| by acceptance of an offer |
2.1.1 |
| by conduct sufficient to show agreement |
2.1.1 |
| terms deliberately left open |
2.1.14 |
| Fraud |
|
| adaptation on ground of |
3.2.10 |
| avoidance on ground of |
3.2.5 |
| defined |
3.2.5 |
| imputable to third person |
3.2.8 |
| Good faith and fair dealing |
|
| criterion for supplying of omitted terms |
4.8 |
| of omitted price term |
5.1.7 |
| duty of cooperation and |
7.1.2 7.1.2 7.1.2 7.1.2 |
| general principle underlying UNIDROIT Principles |
1.7 |
| mandatory nature of |
1.5 |
| implied obligation |
6.2.3 6.2.3 6.2.3 |
| Gross disparity |
|
| adaptation on ground of |
3.2.7 |
| avoidance on ground of |
3.2.7 |
| Hardship |
|
| defined |
6.2.2 |
| effects of |
6.2.3 |
| exceptional character of |
6.2.1 |
| renegotiations |
6.2.3 |
| measures court may take if negotiations fail |
6.2.3 |
| Illegality |
|
| Impossibility |
|
| see: Public permission requirements |
| see: Initial impossibility |
| Imputation |
|
| imputation of non-monetary obligations |
6.1.13 |
| imputation of payments |
6.1.12 |
| Inconsistent behaviour |
1.8 |
| prohibition of |
1.8 |
| Initial impossibility |
|
| lack of legal title to dispose |
3.1.3 |
| performance impossible from outset |
3.2.2 3.2.2 |
| Integration clause |
|
| see: Merger clause |
| Interest |
|
| accrues from time payment due |
7.4.9 |
| additional damages recoverable |
7.4.9 |
| on damages |
7.4.10 |
| rate of interest |
7.4.9 |
| Interference by other party |
|
| excuse for own non-performance |
7.1.1 |
| performance impossible due to |
7.1.2 |
| Interpretation of contract |
|
| circumstances relevant to |
4.3 |
| determination of kind of obligation involved |
5.1.5 |
| multiple language versions |
4.7 |
| rules governing |
4.3 |
| all terms to be given effect |
4.5 |
| common intention to prevail |
4.1 |
| contra proferentem rule |
4.6 |
| reference to contract as a whole |
4.4 |
| rules governing |
4.3 |
| all terms to be given effect |
4.5 |
| common intention to prevail |
4.1 |
| contra proferentem rule |
4.6 |
| reference to contract as a whole |
4.4 |
| Interpretation of statements and other conduct |
|
| circumstances relevant |
4.3 |
| rules for interpretation of contract apply by analogy |
4.2 |
| Interpretation of UNIDROIT Principles |
|
| see: UNIDROIT Principles |
| Judicial penalties |
7.2.4 |
| see: Right to performance |
| Lex mercatoria |
|
| see: Application of UNIDROIT Principles |
| Limitation periods |
|
| definition of |
1.10 |
| expiration of |
10.9 |
| general period of |
10.2 |
| modification by parties |
10.4 10.4 10.4 |
| renewal of |
10.4 |
| restitution |
10.11 |
| suspension of |
10.8 10.8 10.8 10.8 |
| Liquidated damages |
|
| see: Agreed payment for non-performance |
| Long-term contracts |
|
| Mandatory rules |
|
| mandatory rules prevail |
1.4 |
| mandatory rules if Principles incorporated in contract |
1.4 |
| mandatory rules if Principles law governing contract |
1.4 |
| mandatory rules to be found in the Principles |
1.5 |
| examples |
7.4.13 7.4.13 7.4.13 7.4.13 7.4.13 |
| Merger clause |
|
| defined |
2.1.17 |
| standard terms containing |
2.1.21 |
| Mistake |
|
| avoidance due to |
3.2.2 |
| defined |
3.2.1 |
| fraud distinguished |
3.2.5 3.2.5 |
| in expression or transmission |
3.2.3 3.2.3 |
| loss of right to avoid |
3.2.10 |
| Modification in a particular form |
|
| clause requiring |
2.1.18 |
| standard terms containing |
2.1.21 |
| Modification of contract |
|
| by agreement of parties |
1.3 |
| no need for cause |
3.1.2 |
| no need for consideration |
3.1.2 |
| no requirement as to form |
1.2 |
| Negotiations |
|
| breaking off |
2.1.15 |
| conclusion of contract dependent on agreement in a specific form |
2.1.13 |
| conclusion of contract dependent on agreement on specific terms |
2.1.13 |
| duty of confidentiality and |
2.1.16 |
| freedom of |
2.1.15 |
| good faith and fair dealing in |
6.1.14 6.1.14 6.1.14 |
| interference in by third parties |
3.2.8 |
| interpretation of contract and |
4.3 |
| merger clause |
4.8 4.8 |
| standard terms and |
2.1.20 2.1.20 |
| terms deliberately left open |
2.1.14 |
| No oral modification clause |
|
| see: Modification in a particular form |
| Non-performance |
|
| anticipatory |
7.3.3 7.3.3 |
| defined |
7.1.1 |
| excuses for |
7.4.1 |
| exemption clauses |
7.1.6 |
| force majeure |
7.1.7 |
| interference by other party |
7.1.2 |
| withholding performance |
7.1.3 |
| excuses for |
7.4.1 |
| exemption clauses |
7.1.6 |
| force majeure |
7.1.7 |
| interference by other party |
7.1.2 |
| withholding performance |
7.1.3 |
| fundamental |
7.3.1 7.3.1 7.3.1 |
| of obligation of best efforts |
5.1.4 |
| failure to achieve a specific result distinguished |
5.1.4 |
| Notice |
|
| defined |
1.10 |
| effective upon receipt |
1.10 |
| interpretation of |
4.2 |
| no requirement as to form |
1.10 |
| Obligations |
|
| best efforts or specific result |
5.1.4 |
| determing which applies |
5.1.5 |
| duty of co-operation |
5.1.3 |
| duty to mitigate damages |
7.4.8 7.4.8 |
| implied |
5.1.1 |
| quality of performance due |
5.1.6 |
| Offer |
|
| defined |
2.1.2 |
| effective upon receipt |
2.1.3 |
| irrevocable |
2.1.4 |
| rejection of |
2.1.5 |
| revocation of |
2.1.4 |
| withdrawal of |
2.1.3 |
| Pacta sunt servanda |
|
| see: Contract |
| Party autonomy |
|
| see: Contract |
| Payment |
|
| currency of account |
6.1.9 |
| exchange rate applicable |
6.1.9 |
| form of |
6.1.7 |
| cheque or other instrument |
6.1.7 |
| transfer of funds |
6.1.8 |
| mandatory rules pertaining to |
6.1.9 6.1.9 |
| on delivery |
6.1.4 |
| place for |
6.1.9 6.1.9 6.1.9 6.1.9 6.1.9 6.1.9 |
| Penalty clause |
|
| see: Agreed payment for non-performance |
| Performance |
|
| costs of |
6.1.11 |
| earlier |
6.1.5 |
| late performance |
7.1.5 |
| damages |
7.4.1 |
| order of |
6.1.4 |
| overdue |
7.3.2 |
| partial |
6.1.3 |
| place for |
6.1.6 |
| change in place of |
6.1.6 |
| of monetary obligation |
6.1.6 |
| funds transfer |
6.1.8 |
| of non-moetary obligations |
6.1.6 |
| quality of performance due |
5.1.6 |
| time of |
6.1.1 |
| withholding of |
7.1.3 |
| Practices |
|
| binding character |
1.9 |
| fraudulent |
3.2.5 |
| modes of acceptance and |
2.1.6 |
| source of implied obligations |
5.1.2 |
| Pre-contractual liability |
|
| see: Negotiations |
| see: Damages |
| Price |
|
| determination |
5.1.7 |
| by third person |
5.1.7 |
| by one party |
5.1.7 |
| not determined in offer |
2.1.11 |
| reasonable price |
5.1.7 |
| due to nature of obligation incurred |
5.1.5 |
| indexation |
5.1.7 |
| renegotiation of |
6.2.3 |
| Private international law rules |
|
| applicable mandatory rules determined on basis of |
1.4 |
| law governing contract and |
Preamble |
| relevant public permission requirements determined on the basis of |
6.1.14 |
| Public permission requirements |
|
| application for |
6.1.14 |
| cost of |
6.1.15 |
| duty of best efforts |
6.1.14 |
| notice of outcome |
6.1.15 |
| party required to file |
6.1.14 6.1.14 |
| defined |
6.1.14 |
| determination of relevant permission requirements |
6.1.14 |
| duty to inform of existence of |
6.1.14 |
| permission neither granted nor refused |
6.1.16 |
| permission refused |
6.1.17 |
| affecting validity of contract |
7.2.2 7.2.2 7.2.2 |
| rendering performance impossible |
7.2.2 7.2.2 7.2.2 |
| Reasonable expectation of non-performance |
|
| remedies in case of |
7.3.4 |
| Release by agreement |
|
| Remedies |
|
| change of |
7.2.5 |
| cumulation of |
7.1.1 |
| for breach of confidentiality |
2.1.16 |
| for early performance |
6.1.5 |
| for failure to obtain public permission |
6.1.16 |
| for non-performance |
3.2.4 3.2.4 |
| for partial performance |
6.1.3 |
| in case of impossibility |
7.2.2 |
| in case of notice to cure |
7.1.4 |
| withholding performance |
7.1.5 7.1.5 7.1.5 |
| Renunciation of rights |
|
| See: Release by agreement |
|
| Repair and replacement |
|
| form of |
7.1.4 |
| of defective performance |
7.2.3 |
| Replacement transaction |
|
| availability of, precluding specific performance |
7.2.2 |
| damages based on |
7.4.5 |
| required by duty to mitigate |
7.4.8 7.4.8 |
| Restitution |
|
| inconsistent with right to cure |
7.1.4 |
| on avoidance |
3.2.14 |
| on termination |
7.3.6 |
| Right to performance |
|
| defective performance |
7.2.3 |
| non-performance of monetary obligation |
7.2.1 |
| non-performance of non-monetary obligation |
7.2.3 |
| damages,may be combined with |
7.4.1 |
| exceptions to right to performance |
7.2.2 |
| remedy non discretionary |
7.2.2 |
| right to change of remedy |
7.2.5 |
| Scope of UNIDROIT Principles |
|
| see: UNIDROIT Principles |
| Set-off |
|
| by notice |
8.4 8.4 |
| conditions of |
8.1 |
| effects of |
8.5 |
| foreign currency |
8.2 |
| Specific performance |
|
| see: Right to performance |
| Standard terms |
|
| battle of forms |
2.1.22 |
| defined |
2.1.19 |
| interpretation of |
4.6 4.6 |
| surprising terms in |
2.1.20 |
| when binding |
2.1.20 2.1.20 |
| Supplementation of UNIDROIT Principles |
|
| see: UNIDROIT Principles |
| Supplying omitted terms |
|
| see: Terms of contract |
| Termination |
|
| anticipatory non-performance and |
7.3.3 |
| by agreement between parties |
3.1.2 |
| by unilateral notice |
7.3.1 |
| after demand of assurances |
7.3.4 |
| after Nachfrist |
7.3.1 7.3.1 |
| based on non-performance |
7.3.1 |
| even if non-performance excused |
7.1.1 |
| non-performance must be fundamental |
7.3.3 7.3.3 7.3.3 7.3.3 |
| based on non-performance |
7.3.1 |
| even if non-performance excused |
7.1.1 |
| non-performance must be fundamental |
7.3.3 7.3.3 7.3.3 7.3.3 |
| contract for indefinite period |
5.1.8 |
| effects of |
7.3.5 |
| contract terms unaffected |
7.3.5 |
| does not affect claim for damages |
7.4.1 7.4.1 7.4.1 |
| effects on third parties not covered |
1.3 |
| force majeure and |
7.1.7 7.1.7 |
| hardship and |
6.2.3 |
| inconsistent with notice of cure |
7.1.4 |
| Terms of contract |
|
| avoidance of individual terms |
3.2.7 3.2.7 3.2.7 |
| deliberately left open |
2.1.14 |
| implied obligations |
5.1.1 |
| sources of |
5.1.2 |
| insistence on specific terms |
2.1.13 |
| supplying of omitted terms |
4.8 |
| Third party rights |
|
| conferred by express or implied agreement |
5.2.1 |
| defences |
5.2.4 |
| exclusion or limitation of beneficiary's liability |
5.2.3 |
| identificability of the beneficiary |
5.2.2 |
| renunciation |
5.2.6 |
| revocation |
5.2.5 |
| Third persons |
|
| effect of contract on, not covered by UNIDROIT Principles |
1.3 |
| interference of in negotiations |
3.2.8 |
| rights of third persons in case of termination not covered |
7.3.6 |
| Threat |
|
| adaptation of contract on ground of |
3.2.10 |
| avoidance of contract on ground of |
3.2.6 |
| imputable to third persons |
3.2.8 |
| Transfer of obligations |
|
| by agreement |
9.2.1 |
| consent of obligee required |
9.2.3 |
| discharge of original obligor |
9.2.5 |
| given in advance |
9.2.4 |
| new obligor's rights |
9.2.7 |
| rights related |
9.2.8 |
| third party performance |
9.2.6 |
| Unequal bargaining power |
|
| see: Gross disparity |
| UNIDROIT Principles |
|
| and mandatory rules of national, supranational and international origin |
1.4 |
| exclusion and modification of |
1.5 |
| mandatory rules of |
7.4.13 7.4.13 7.4.13 7.4.13 7.4.13 |
| general principles underlying |
1.6 |
| absence of specific requirements as to form |
1.2 1.2 |
| freedom of contract |
1.5 1.5 |
| full compensation |
7.4.2 |
| good faith and fair dealing |
1.7 |
| pacta sunt servanda |
1.3 |
| reasonableness |
5.1.7 5.1.7 5.1.7 5.1.7 5.1.7 5.1.7 5.1.7 |
| interpretation of |
1.6 |
| matters not covered by |
1.6 |
| consumer transactions |
Preamble |
| immorality or illegality |
3.1.1 |
| lack of authority |
3.1.1 |
| lack of capacity |
3.1.1 |
| scope of |
Preamble |
| commercial contracts |
Preamble |
| international contracts |
Preamble |
| supplementation of |
1.6 |
| Unilateral declarations |
|
| invalidity of |
3.2.17 |
| Usages |
|
| binding character of |
1.9 |
| circumstance relevant to interpretation |
4.3 |
| mistake |
3.2.2 |
| means of overcoming indefiniteness |
2.1.2 |
| modes of acceptance and |
2.1.6 |
| order of performance determined by |
6.1.4 |
| requiring replacement transaction |
7.4.5 7.4.5 |
| source of implied obligation |
5.1.2 |
| standard terms and |
2.1.19 |
| UNIDROIT Principles superseded by |
1.9 |
| Validity of contract |
|
| grounds of invalidity not covered |
3.1.1 |
| provisions concerning validity of mandatory character |
3.1.4 3.1.4 |
| public permission requirements affecting |
7.2.2 7.2.2 7.2.2 7.2.2 |
| Venire contra factum proprium |
|
| see: Inconsistent behaviour |
| See: Inconsistent behaviour |
|
| Writing |
|
| defined |
1.11 |
| electronic communications and |
1.11 |
| Writings in confirmation |
|
| defined |
2.1.12 |
| varying terms of contract contained in |
2.1.12 |