Chapter 1 - General Provisions

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Chapter 1 - General Provisions 

Article 1.1 - Freedom of Contract
The parties are free to enter into a contract and determine its content. 

Article 1.2 - No Form Required
Nothing in these Principles requires a contract to be concluded in or evidenced by writing. It may be proved by any means, including witnesses. 

Article 1.3 - Binding Character of Contract 

A contract validly entered into is binding upon the parties. It can only be modified or terminated in accordance with its terms or by agreement or as otherwise provided in these Principles. 

Article 1.4 - Mandatory Rules
Nothing in these Principles shall restrict the application of mandatory rules, whether of national, international or supranational origin, which are applicable in accordance with the relevant rules of private international law. 

Article 1.5 - Exclusion or Modification by the Parties
The parties may exclude the application of these Principles or derogate from or vary the effect of any of their provisions, except as otherwise provided in the Principles.
Article 1.6 - Interpretation and supplementation of the Principles

  • (1) In the interpretation of these Principles, regard is to be had to their international character and to their purposes including the need to promote uniformity in their application.
  • (2) Issues within the scope of these Principles but not expressly settled by them are as far as possible to be settled in accordance with their underlying general principles. 

Article 1.7 - Good Faith and Fair Dealing

  • (1) Each party must act in accordance with good faith and fair dealing in international trade.
  • (2) The parties may not exclude or limit this duty. 
  • Article 1.8 - Usages and Practices
    (1) The parties are bound by any usage to which they have agreed and by any practices which they have established between themselves.
    (2) The parties are bound by a usage that is widely known to and regularly observed in international trade by parties in the particular trade concerned except where the application of such usage would be unreasonable. 

Article 1.9 - Notice

  • (1) Where notice is required it may be given by any means appropriate to the circumstances.
  • (2) A notice is effective when it reaches the person to whom it is given.
  • (3) For the purpose of paragraph (2) a notice ?reaches? a person when given to that person orally or delivered at that person?s place of business or mailing address.
  • (4) For the purpose of this article ?notice? includes a declaration, demand, request or any other communication of intention. 

Article 1.10 - Definitions
In these Principles

  • - "court" includes an arbitral tribunal;
  • - where a party has more than one place of business the relevant "place of business" is that which has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of the contract;
  • - "obligor" refers to the party who is to perform an obligation and "obligee" refers to the party who is entitled to performance of that obligation.
  • - "writing" means any mode of communication that preserves a record of the information contained therein and is capable of being reproduced in tangible form.  

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Preamble - Purpose of the Principles 

Chapter 1 - General Provisions

Chapter 2 - Formation

Chapter 3 - Validity 

Chapter 4 - Interpretation

Chapter 5 - Content

Chapter 6 - Performance 

Chapter 7 - Non-Performance 

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Principles of International Commercial Contracts