Chapter 1 - General Provisions

Article 1.104 - Interpretation and Supplementation

17 (1) These Principles should be interpreted and developed in accordance with their purposes. In particular, regard should be had to the need to promote good faith and fair dealing, certainty in contractual relationships and uniformity of application.

18 (2) Issues within the scope of these Principles but not expressly settled by them are so far as possible to be settled in accordance with the ideas underlying the Principles. Failing this, the legal system applicable by virtue of the rules of private international law is to be applied.

Article 1.105 - Meaning of Terms

20 In these Principles, except where the context otherwise requires:

21 (1) "act" includes omission;

22 (2) "court" includes arbitral tribunal;

23 (3) an "intentional" act includes an act done recklessly;

24 (4) "non-performance" denotes any failure to perform an obligation under the contract, whether or not excused, and includes delayed performance, defective performance and failure to co-operate in order to give full effect to the contract.

Article 1.106 - Good Faith and Fair Dealing

26 (1) In exercising his rights and performing his duties each party must act in accordance with good faith and fair dealing.

27 (2) The parties may not exclude or limit this duty.

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Article 1.108 - Reasonableness

31 Under these Principles reasonableness is to be judged by what persons acting in good faith and in the same situation as the parties would consider to be reasonable. In particular, in assessing what is reasonable in the nature and purpose of the contract, the circumstances of the case, and the usages and practices of the trades or professions involved should be taken into account..

Article 1.109 - Imputed Knowledge and Intention

33 (1) A part is to be treated as having known or foreseen a fact, or as being in a position where he should have known or foreseen it, if any person for whom he was responsible know or foresaw the fact, or should have known or foreseen it, unless that person was not involved in the making or performance of the contract.

34 (2) A party is to be treated as having acted intentionally or with gross negligence or not in accordance with good faith and fair dealing if a person to whom he entrusted performance or who performed with his assent so acted.

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Date: 2015-01-02; view: 877