UNIDROIT PRINCIPLES OF

COMMERCIAL CONTRACTS
INTERNATIONAL
2010
PREAMBLE

(Purpose of the
Principles)
These Principles set forth
general rules for international
They
shall be
applied when the parties have agreed that their
commercial
contracts.
by them.
contract be governed
(*) They may be applied when the parties have agreed that their
general
principles
of law, by
the lex mercatoria
contract
be governed
They
may be applied when the parties have not chosen any law to
or the
like.
contra
govern their
ct. They may be used to interpret or supplement international
They may
beinstruments.
used to interpret or supplement
uniform
law
They
maylaw.
serve as a model for national and
domestic
international legislators.

CHAPTER 1 GENERAL
PROVISIONS ARTICLE

(Freedom
of
1.1
contract)
The parties are free to enter
into a contract and to
determine its content.
ARTICLE
(No
form
1.2
required)
Nothing in these Principles
requires a contract, statement or any
in or
evidenced
by made
a particular form. It may be proved by any means,
other
act to be
witness
including
es.
ARTICLE
(Binding
character of
1.3
contract)
A contract validly entered
into is binding upon the parties. It can
terminated
in accordance
with its terms or by agreement or as
only be modified
or
these
otherwise provided in
Principles.
ARTICLE

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

(*) Parties wishing to provide that their agreement be governed by the

Principles
might words, adding
use
the following
desired exceptions or
any
modifications:
This contract shall be governed by the UNIDROIT Principles (2010)
to Articles
[except
as
Parties wishing to provide in addition for the application of the law of a
].
jurisdiction might use the following
particular
This contract shall be governed by the UNIDROIT Principles (2010)
words:
to Articles],
supplemented when necessary by the law of
[except
as
[jurisdiction X].

UNIDROIT
Principles
ARTICLE
(Exclusion or
modification by the
1.5
parties)
The parties may exclude the application of these Principles or
thederogate
effect of from
any ofortheir
varyprovisions, except as otherwise provided
in the Principles.
ARTICLE

(Interpretation and
1.6supplementation of the
Principles)
(1) In the interpretation
of these Principles, regard is to be had to
international
character and to their purposes including the need to
their
their
promote
uniformity in
(2) Issues within the scope of these Principles but not expressly
application.
aresettled
as far as
bypossible
them to be settled in accordance with their underlying
general principles.
ARTICLE
(Good 1.7
faith and fair
dealing)
(1) Each party must act in accordance with good faith and fair
international
dealing in
(2) The parties may not exclude or limit
trade.
this duty.
ARTICLE

(Inconsistent
1.8
behaviour) with an understanding it has
A party cannot act inconsistently
to have
and
upon
which
that other party reasonably has acted in
caused
the
other
party
reliance to its detriment.
ARTICLE
(Usages
1.9 and
practices)
(1) The parties are bound
by any usage to which they have agreed
practices
and bywhich
any they have established
(2) The
parties are bound by a usage that is widely known to and
between
themselves.
observed
in international trade by parties in the particular trade
regularly
the application
of such
a usage would be
concerned
except
where
unreasonable.
ARTICLE
(Notic
1.10
(1) Where notice is required ite)may be given by any means
circumstan
appropriate to the
ces.(2) A notice is effective when it reaches the person to
(3) For itthe
purpose of paragraph (2) a notice reaches a person
whom
is given.
thatwhen
person
orally
given
to or delivered at that persons place of business
(4) For the
purpose of this Article notice includes a declaration,
or mailing
address.
request
or any other communication
demand,
of intention.
ARTICLE

(Definitio
1.11
ns)
In these

court includes an arbitral

Principles

where a party has more than one place of business the

tribunal;
business
is that place
which has
relevant
of the closest relationship to the contract and
having
regard to the circumstances known to or contemplated by the
its
performance,
before
the
conclusion of the
parties or
at at
any
time

obligor refers to the party who is to perform an obligation

contract;
refers toand
theobligee
party who is entitled to performance of
that obligation.


writing means any mode of communication that preserves a
information
contained
record
of the therein and is capable of being reproduced
in tangible form.
ARTICLE

(Computation
1.12 of time set by
parties)
(1) Official holidays
or non-business days occurring during a period
for set
an act
to be performed are included in
by parties
(2) However,
if the last day of the period is an official holiday or a
calculating
the period.
daynon-business
at the place of business of the party to perform the act, the period
the
first business
is
extended
until day which follows, unless the circumstances
(3) The
relevant time zone is that of the place of business of the
indicate
otherwise.
time,
unless
the the
circumstances indicate
party
setting
otherwise.

CHAPTER 2 FORMATION AND AUTHORITY OF AGENTS

SECTION 1:
FORMATION
ARTICLE

(Manner
2.1.1 of
formation)
A contract may be concluded
either by the acceptance of an offer
theor
parties
that isof
sufficient to show
by conduct
agreement.
ARTICLE
(Definition
of
2.1.2
offer)
A proposal for concluding a contract constitutes an offer if it is
andsufficiently
indicates the
intention of the offeror to be bound in
definite
case of acceptance.
ARTICLE
(Withdrawal
of
2.1.3
offer) when it reaches
(1) An offer becomes effective
(2) An
offer, even if it is irrevocable, may be withdrawn if the
the
offeree.
thewithdrawal
offeree before
or at the same time
reaches
as the offer.
ARTICLE

(Revocation
of
2.1.4
offer)
(1) Until a contract is concluded
an offer may be revoked if the
therevocation
offeree before
it has dispatched an
reaches
(2) However, an offer cannot be
acceptance.
(a)
if it indicates, whether by stating a fixed time for acceptance or
revoked
it isotherwise, that
(b) if it was
irrevocable;
or reasonable for the offeree to rely on the offer as being
theirrevocable
offeree hasand
acted in reliance on
the offer.
ARTICLE
(Rejection
of
2.1.5
offer)
An offer is terminated when
a rejection
reaches the offeror.
ARTICLE
(Mode
of
2.1.6
acceptance)
(1) A statement made by
or other conduct of the offeree indicating
offer
is an to
acceptance.
Silence or inactivity does not in itself
assent
an
(2) Antoacceptance
of an offer becomes effective when the
amount
acceptance.
reaches
the of assent
indication
offeror.