DCFR Outline Interim

Principles, Definitions and Model Rules of
European Private Law

Draft Common Frame of Reference (DCFR)
Interim Outline Edition
Prepared by the
Study Group on a European Civil Code
and the
Research Group on EC Private Law (Acquis Group)
Based in part on a revised version
of the Principles of European Contract Law
edited by
Christian von Bar, Eric Clive and Hans Schulte-Nölke
and
Hugh Beale, Johnny Herre, Jérôme Huet,
Peter Schlechtriem†, Matthias Storme, Stephen Swann,
Paul Varul, Anna Veneziano and Fryderyk Zoll
This work can be ordered as a book for J 9,90 at www.sellier.de

(ISBN 978-3-86653-059-1). More texts by the Study Group and
the Acquis Group are available at www.law-net.eu.
www.law-net.eu
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Table of contents
Introduction 1
Academic contributors and funders 41
Table of Destinations 51
Table of Derivations 59
Model Rules 71
Book I General provisions 101
Book II Contracts and other juridical acts 105
Book III Obligations and corresponding rights 149
Book IV Specific contracts and the rights and

obligations arising from them 191
Book V Benevolent intervention in another’s Affairs 299
Book VI Non-Contractual liability arising out of

damage caused to another 303
Book VII Unjustified enrichment
Annex 1 Definitions 321
Annex 2 Computation of time
Index 331
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Introduction
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1. DCFR and CFR distinguished . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. An interim outline edition of the DCFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3. The timing and nature of this edition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4. An academic, not a politically authorised text . . . . . . . . . . . . . . . . . . . . . . . . 5
5. About this introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The purposes of the DCFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

6. A possible model for a political CFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7. Legal science, research and education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8. A possible source of inspiration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Contents of the DCFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

9. Principles, definitions and model rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
10. Meaning of ‘principles’ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11. Underlying principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
13. Model rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
14. Comments and notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Aims and underlying values . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

15. Ongoing discussion on ‘fundamental principles’ . . . . . . . . . . . . . . . . . . . . . . . 10
16. A matter of political standpoint . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
17. Request for comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
18. Function and purpose of ‘fundamental principles’ . . . . . . . . . . . . . . . . . . . . . 11
19. ‘Fundamental principles’ expressed as aims . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
20. Model of society and economic system . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
21. Community law and Member States laws as the measure . . . . . . . . . . . . . 12
22. Core aims of European private law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
23. Balancing conflicting aims and values . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
24. Justice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
25. Freedom, in particular freedom of contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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Introduction
26. Restrictions on freedom to contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

27. Restrictions on freedom to determine contents of contract . . . . . . . . . . . 15
28. Minimum intervention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
29. Economic welfare . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
30. Interventions to promote efficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
31. Protection of human rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
32. Solidarity and social responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
33. Good faith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
34. Contracts harmful to third persons and society in general. . . . . . . . . . . . . 17
35. EU-specific aims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
36. Rationality, legal certainty, predictability, efficiency . . . . . . . . . . . . . . . . . . 18
The coverage of the DCFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

37. Wider coverage than PECL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
38. Non-contractual obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
39. Matters of movable property law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
40. Matters excluded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
41. Reasons for the approach adopted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
42. Contract law as part of private law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Structure and language of the DCFR model rules. . . . . . . . . . . . . . . . . . . . . . . . . . 20

43. Structure of the model rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
44. Mode of numbering of the model rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
45. Ten books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
46. Books II and III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
47. Juridical acts and obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
48. Contractual and non-contractual obligations . . . . . . . . . . . . . . . . . . . . . . . . . . 23
49. Language . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
How the DCFR relates to PECL, the SGECC PEL series,

the Acquis and the Insurance Contract Group series . . . . . . . . . . . . . . . . . . . . . 24
50. Based in part on the PECL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
51. Deviations from PECL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
52. Examples . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
53. Input from stakeholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
54. Developments since the publication of the PECL . . . . . . . . . . . . . . . . . . . . . . 25
55. The PEL series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
56. Deviations from the PEL series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
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General Intr. 1
57. Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
58. The Acquis Principles (ACQP). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
59. Principles of European Insurance Contract Law . . . . . . . . . . . . . . . . . . . . . . . 28
How the DCFR may be used as preparatory work for the CFR . . . . . . . . . . 29
60. Announcements by the Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
61. Purposes of the CFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
62. Green Paper on the Review of the Consumer Acquis . . . . . . . . . . . . . . . . . 30
63. Improving the existing and future acquis: model rules . . . . . . . . . . . . . . . . 30
64. Improving the acquis: developing a coherent terminology . . . . . . . . . . . . 31
65. No functional terminology list without rules . . . . . . . . . . . . . . . . . . . . . . . . . . 32
66. Improving the acquis: principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
67. Coverage of the CFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
68. Consumer law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
69. Revision of the acquis and further harmonisation measures . . . . . . . . . . 33
70. Terms and concepts referred to in Directives . . . . . . . . . . . . . . . . . . . . . . . . . . 34
71. When in doubt, topics should be included . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
72. Essential background information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
73. Good faith as an example . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
74. Presupposed rules of national law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
75. DCFR not structured on an ‘everything or nothing’ basis . . . . . . . . . . . . . 36
76. The CFR as the basis for an optional instrument . . . . . . . . . . . . . . . . . . . . . . 37
Next steps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
77. Review of the DCFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
78. Outstanding matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
79. Square brackets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
80. Full and final DCFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
81. CFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
General
1. DCFR and CFR distinguished. In this volume the Study Group on

a European Civil Code and the European Research Group on Exist-
ing EC Private Law (the ‘Acquis Group’) present the first academic
Draft of a Common Frame of Reference (DCFR). It contains Prin-
ciples, Definitions and Model Rules of European Private Law in an
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Intr. 2 Introduction
interim outline edition. Among other goals its completion fulfils an

obligation to the European Commission undertaken in 2005. The
Commission’s Research Directorate-General funded part of the
work. One purpose of the text is to serve as a draft for drawing up
a ‘political’ Common Frame of Reference (CFR) which was called for
by the European Commission’s ‘Action Plan on A More Coherent
European Contract Law’ of January 2003.1 As is explained more
precisely below, the DCFR and the CFR must be clearly distin-
guished. The DCFR serves several other important purposes.
2. An interim outline edition of the DCFR. The DCFR is being pub-

lished first in an interim outline edition. It is an interim edition
because in the final edition this text will be completed with addi-
tional material in the form of model rules in Book IV on certain
further specific contracts and the rights and obligations arising from
them, and in Books VIII to X on selected matters of property law. It is
an outline edition because this first edition appears without com-
ments and notes. The European Commission received in December
2007 the material published here along with an explanatory and
illustrative commentary on each model rule. The Commission has
also received a substantial part of the extensive comparative legal
material which has been gathered and digested in the past years. It
was too early at present, however, for the entire work to be published
in book form. The tight timeframe has not made it possible at this
time to edit all the notes in a manner commensurate with the stan-
dards of an international scholarly publication.
3. The timing and nature of this edition. The timing and nature of
this interim outline edition are essentially explained by the commit-
ment in the contract with the Research Directorate-General to sub-
mit a first draft of the DCFR by the end of 2007. Many experts are
aware of that commitment and there is already an appreciable inter-
est in what the first draft will look like. Conferences and university
courses are being planned in the expectation that it will be readily
available. In the short period of time which remains until comple-
tion of the full edition (namely, until the end of 2008) that interest
1 COM (2003) final, OJ C 63/1 (referred to below as Action Plan).
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General Intr. 4
can best be satisfied by the publication of an (inexpensive) paper-

back. The hope is that this publication will not only meet a need but
also elicit responses and criticisms in time for them to be taken into
account during the preparation of the full edition. Any contributions
to the discussion should be made as soon as possible; the editorial
deadline for the full edition will be the end of September 2008. The
complete edition will be voluminous. It will invite study at one’s desk
at home or in the office, but will be too bulky to pack into luggage
taken to meetings or conferences. That is another reason for publish-
ing this edition in outline form, essentially Articles only.
4. An academic, not a politically authorised text. It must be stressed

that this text originates in an initiative of European legal scholars. It
amounts to the compression into rule form of decades of independent
research and co-operation by academics with expertise in private law,
comparative law and European Community law. The independence of
the two Groups and of all the contributors has been maintained and
respected unreservedly throughout. That in turn has made it possible
to take on board many of the suggestions received in the course of
meetings with stakeholders who indicated weaknesses in early working
papers. The two Groups alone bear responsibility for the content of
this draft. In particular, the draft does not contain a single rule or
definition or principle which has been approved or mandated by a
politically legitimated body at European or national level (save, of
course, where it coincides with existing EU or national legislation). It
may be that the DCFR at a later point in time will be carried over at
least in part into a CFR, but that is a question for others to decide. This
introduction merely sets out some considerations which might usefully
be taken into account during the possible process of transformation.
5. About this introduction. This introduction explains the purposes

pursued in preparing the DCFR and outlines its contents, underlying
principles, coverage and structure. It elucidates the relationship be-
tween the DCFR and the publications which have already appeared
or will appear in the course of the preparatory work. It sketches out
how the DCFR might flow into the development of the CFR. Finally
it looks towards the next steps. The introduction has been agreed
with the Compilation and Redaction Team of both Groups.
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The purposes of the DCFR
6. A possible model for a political CFR. As already indicated, this

Draft is (among other things) a possible model for an actual or ‘po-
litical’ Common Frame of Reference (CFR). The DCFR presents a
concrete text, hammered out in all its detail, to those who will be
deciding whether or to what end or by what means there will be a
CFR. At the time of writing it appears that none of these three
questions is definitively resolved politically. Even if a CFR should
emerge, it would not necessarily, of course, have the same coverage
and contents as this DCFR. The question of which functions the
DCFR can perform in the development of the CFR is considered
under paragraphs 60-76 of this introduction.
7. Legal science, research and education. The DCFR ought not to be

regarded merely as a building block of a possible Common Frame of
Reference. The DCFR would stand on its own and retain its signifi-
cance even if a CFR were not to emerge. The DCFR is an academic
text. It sets out the results of a large European research project and
invites evaluation from that perspective. The full breadth of that
scholarly endeavour will be apparent when the final edition is pub-
lished. Independent of the fate of the CFR, it is hoped that the DCFR
will promote knowledge of private law in the jurisdictions of the
European Union, and in particular will help to show how much na-
tional private laws resemble one another and have provided mutual
stimulus for development and indeed how much those laws may be
regarded as regional manifestations of an overall common European
legacy. The function of the DCFR is thus detached from that of the
CFR in that it serves to sharpen awareness of the existence of a
European private law and also (via the comparative notes that will
appear in the final edition) to demonstrate the relatively small num-
ber of cases in which the different legal systems produce substantially
different answers to common problems. The DCFR may furnish the
notion of a European private law with a new foundation which in-
creases understanding for ‘the others’ and promotes collective delib-
eration on private law in Europe.
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The purposes of the DCFR Intr. 8
8. A possible source of inspiration. The drafters of the DCFR nurture

the hope that it will be seen also outside the academic world as a text
from which inspiration can be gained for suitable solutions for pri-
vate law questions. Shortly after their publication the Principles of
European Contract Law (PECL),2 which the DCFR incorporates in a
partly revised form (see paragraphs 50-54), received the attention of
many higher courts in Europe and of numerous official bodies
2 Ole Lando and Hugh Beale (eds.), Principles of European Contract

Law Parts I and II. Prepared by the Commission on European Contract
Law (The Hague 1999); Ole Lando, Eric Clive, André Prüm and Re-
inhard Zimmermann (eds.), Principles of European Contract Law Part
III (The Hague, London and Boston 2003). Translations are available
in French (Principes du droit européen du contract. Version française
préparée par Georges Rouhette, avec le concours de Isabelle de Lam-
berterie, Denis Tallon et Claude Witz, Droit privé comparé et europe-
éen, vol. 2, Paris 2003); German (Grundregeln des Europäischen Ver-
tragsrecht, Teile I und II, Kommission für Europäisches Vertragsrecht.
Deutsche Ausgabe von Christian von Bar und Reinhard Zimmermann,
München 2002; Grundregeln des Europäischen Vertragsrecht Teil III,
Kommission für Europäisches Vertragsrecht. Deutsche Ausgabe von
Christian von Bar und Reinhard Zimmermann, München 2005); Ita-
lian (Commissione per il Dirittto Europeo dei Contratti. Principi di
Diritto Europeo dei Contratti, Parte I & II, Edizione italiana a cura di
Carlo Castronovo, Milano 2001; Commissione per il Dirittto Europeo
dei Contratti. Principi di Diritto Europeo dei Contratti, Parte III. Edi-
zione italiana a cura di Carlo Castronovo, Milano 2005) and Spanish
(Principios de Derecho Contractual Europeo, Partes I y II. Edición
espanola a cargo de Pilar Barres Bennloch, José Miguel Embid Irujo,
Fernando Martínes Sanz, Madrid 2003). Matthias Storme translated
the articles of Parts I-III into Dutch (Tijdschrift voor privaatrecht
2005, 1181-1241); M.-A. Zachariasiewicz and J. Bełdowski translated
the PECL articles of Parts I and II (Kwartalnik Prawa Prywatnego 3/
2004, 814-881) and J. Bełdowski and A. Kozioł the articles of Part III
(Kwartalnik Prawa Prywatnego 3/2006, 847-859) into the Polish lan-
guage. For further translations (sometimes of the articles of Books I and
II only) see http://frontpage.cbs.dk/law/commission_on_european_con
tract_law/index.html.
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charged with preparing the modernisation of the relevant national

law of contract. It is possible that this development will continue in
the context of the DCFR with repercussions for reform projects be-
yond as well as within the European Union. If the content of the
DCFR convinces, it may contribute to a harmonious and informal
Europeanisation of private law.
Contents of the DCFR
9. Principles, definitions and model rules. The DCFR contains ‘prin-

ciples, definitions and model rules’. The title of this book follows the
scheme set out in the European Commission’s communications (re-
ferred to below in para. 60) and in our contract with the Commis-
sion. The notion of ‘definitions’ is reasonably clear. The notions of
‘principles’ and ‘model rules’, however, appear to overlap and require
some explanation.
10. Meaning of ‘principles’. The European Commission’s communi-

cations concerning the CFR do not elaborate on the concept of
‘principles’. The word is susceptible to different interpretations. It
is sometimes used, in the present context, as a synonym for rules
which do not have the force of law. This is how it appears to be used,
for example, in the ‘Principles of European Contract Law’ (PECL),
which refer to themselves in Article 1:101(1) as ‘Principles ... in-
tended to be applied as general rules of contract law in the European
Union’ (italics added). The word appears to be used in a similar sense
in the Unidroit Principles of International Commercial Contracts.
In this sense the DCFR could be said to consist of principles and
definitions. It is essentially of the same nature as those other instru-
ments in relation to which the word ‘principles’ has become familiar.
The word ‘principles’ might also be reserved for those rules which are
of a more general nature, such as those on freedom of contract or
good faith. In this sense the DCFR, in its present form and without
more, could be said to consist already of principles, model rules and
definitions.
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Contents of the DCFR Intr. 11
11. Underlying principles. The word ‘principles’ surfaces occasion-

ally in the Commission communications mentioned already, but
with the prefix ‘fundamental’ attached. That suggests that it may
have been meant to denote essentially abstract basic values. The
model rules of course build on such underlying principles in any
event, whether they are stated or not. It would be possible to include
in the DCFR a separate part which states these basic values and
suggests factors that the legislator should bear in mind when seeking
to strike a balance between them. For example, this part could be
formulated as recitals, i. e. an introductory list of reasons for the
essential substance of the following text. To give some idea of what
this might look like, at least in relation to contract law, some possible
fundamental principles are outlined at paragraphs 23-36, but without
any claim to comprehensiveness. If this idea is thought to be useful, a
fuller version could be developed at a later stage. It must be conce-
ded, however, that, taken in isolation, such fundamental principles
do not advance matters much at a practical level because of their
high level of abstraction. Abstract principles tend to contradict one
another. They always have to be weighed up against one another
more exactly because only then are optimal outcomes assured. That
task in turn, can only be accomplished with the help of well-formu-
lated model rules. The fact that the word ‘principles’ might be con-
strued quite naturally in this sense of ‘fundamental principles’ is a
good reason for including ‘model rules’ in the title.
12. Definitions. ‘Definitions’ have the function of suggestions for

the development of a uniform European legal terminology. DCFR
I.-1:103(1) (‘The definitions in Annex 1 apply for all the purposes
of these rules unless otherwise provided or the context otherwise
requires’) expressly incorporates the list of terminology in Annex 1
as part of the DCFR. This drafting technique, by which the defini-
tions are set out in an appendage to the main text, was chosen in
order to keep the first chapter short and to enable the list of termi-
nology to be extended at any time without great editorial labour. The
substance is partly distilled from the acquis, but predominantly de-
rived from the model rules of the DCFR. If the definitions are essen-
tial for the model rules, it is also true that the model rules are essen-
tial for the definitions. There would be little value in a set of
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definitions which was internally incoherent. The definitions can be

seen as components which can be used in the making of rules and
sets of rules, but there is no point in having components which are
incompatible with each other and cannot fit together. In contrast to
a dictionary of terms assembled from disparate sources, the defini-
tions in the Annex have been tested in the model rules and revised
and refined as the model rules have developed. Ultimately, useful
definitions cannot be composed without model rules and useful mod-
el rules can hardly be drafted without definitions.
13. Model rules. The greatest part of the DCFR consists of ‘model
rules’. The adjective ‘model’ indicates that the rules are not put
forward as having any normative force but are soft law rules of the
kind contained in the Principles of European Contract Law and
similar publications. Whether particular rules might be used as a
model for early legislation, for example, for the improvement of the
internal coherence of the acquis communautaire (see further below,
para. 61 ff) is for others to decide.
14. Comments and notes. In the full edition the model rules will be
supplemented by comments and notes. The comments will elucidate
each rule, will often illustrate its application by means of examples,
and will outline the critical policy considerations at stake. The notes
will reflect the legal position in the individual national legal systems
and, so far as extant, the current Community law. How the notes
were assembled is described in the section on the academic contri-
butors and our funders.
Aims and underlying values
15. Ongoing discussion on ‘fundamental principles’. As already ex-

plained in para. 11, it is still open whether the CFR should be in-
troduced by some ‘Fundamental Principles’ which reflect its under-
lying values, to assist the reader to understand the CFR more fully
and to give general guidance to those who are using the CFR when
preparing legislation. Several projects within the Network entrusted
with preparatory works by the European Commission are dealing
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Aims and underlying values Intr. 16
with the question of underlying values (see para. 77 below). It might

therefore be useful at this point to sketch out some ideas on how the
aims and underlying values of the DCFR, as it stands in this volume,
could be expressed. The following remarks are based on an early draft
presented to and discussed with a group of stakeholders in 20053 and
on several discussions among the members of the Compilation and
Redaction Team (CRT; see Academic contributors and funders be-
low).
16. A matter of political standpoint. To some extent the ‘Fundamen-

tal Principles’ that underlie the DCFR are a matter of interpretation
and debate. Although it is clear that the DCFR does not perceive
private law and in particular contract law only as the balancing of
private law relations between equally strong natural and legal per-
sons, different readers may have different interpretations of the ex-
tent to which it suggests the correction of market failures or contains
elements of ‘social justice’ and welfarism, re-distribution of wealth
and other forms of social engineering. Thus this statement of Funda-
mental Principles can be no more than the considered view of those
who have contributed to this Introduction, and it is not yet com-
plete.
17. Request for comments. Readers are invited to comment on

whether they think such a statement of Fundamental Principles
would be useful and therefore should be completed and included in
the final version of the DCFR to be presented in 2008.
18. Function and purpose of ‘fundamental principles’. Private law

and in particular contract law is one of those fields of law which are,
or at least should be, based on and guided by deep-rooted underlying
principles. Any statement of them must, in our view, give some
3 Workshop organised by the European Commission on 6 June 2005 at

Brussels; a short summary of the results can be found in the volume
Principles of the Existing EC Contract Law (Acquis Principles), Vo-
lume Contract I – Pre-contractual Obligations, Conclusion of Con-
tract, Unfair Terms. Prepared by the Research Group on the Existing
EC Private Law (Acquis Group) (Sellier 2007), p. XI-XIII.
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practical guidance on how to read and to interpret the definitions

and model rules contained in the CFR, and to reflect its theoretical
underpinnings, including its underlying political, economical and
social aims and values. These should be borne in mind by those using
the CFR as a legislator’s guide or tool-box.
19. ‘Fundamental principles’ expressed as aims. There are different

ways of expressing such ‘Fundamental Principles’. Options would be,
among many others, a normative style setting out rights of European
citizens or an analytical explanation of the underlying values of the
Model Rules and Definitions contained in the text. As the Europea-
nisation of private law is an ongoing development and as the CFR
exercise may be seen as part of this process it may be useful here to
describe ‘Fundamental Principles’ as some core aims European pri-
vate law, in particular contract law, should have.
20. Model of society and economic system. The formulation of core

aims and fundamental principles reveals the underlying model of
society and of the economic system more directly than does the
formulation of individual rules. It helps to clarify the position of the
DCFR (and, eventually, the CFR) in the spectrum between free mar-
ket and fair competition theories and more invasive approaches in
favour of consumers, victims of discrimination, small and medium
sized enterprises and the many other possibly weaker parties to con-
tracts and members of society.
21. Community law and Member States laws as the measure. As the
DCFR is developed on the basis of comparative studies of Commu-
nity law and the laws of the Member States, it has to reflect the
underlying values to be found in the existing laws. These – or at any
rate the balance struck between them – are not the same in each
system. As far as there are differences between the underlying values
in individual jurisdictions, or between the Member States’ laws and
EC law, the DCFR mediates between them and takes a balanced
position.
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22. Core aims of European private law. Any attempt to work on

principles of private law will at least have to deal with the following
core aims and the values expressed in them:
– Justice
– Freedom
– Protection of Human Rights
– Economic Welfare
– Solidarity and Social Responsibility.
In so far as it is the European Union which shapes private law, some
specific aims may be added to that list, in particular:
– Promotion of the Internal Market
– Preservation of Cultural and Linguistic Plurality.
Moreover, if European private law is to be expressed in a set of Model
Rules, some further, more ‘formal’ aims will have to be pursued:
– Rationality
– Legal Certainty
– Predictability
– Efficiency.
The words “at least” at the beginning of this paragraph are intended
to indicate that there are other aims or principles which might be
regarded as important, even if there might be argument as to whether
they could be described as “core”. For example, the protection of a
person’s reasonable reliance on another’s conduct might be consid-
ered an important aim. An important underlying principle in some
areas of the law might be that people are generally responsible for
risks which they themselves create.
23. Balancing conflicting aims and values. It is characteristic for such

fundamental aims that they conflict with each other. For example,
on occasion, justice in a particular case may have to make way for
legal certainty, as happens under the rules of prescription. Freedom,
in particular freedom of contract, may be limited for the sake of
human rights if, for instance, rules on non-discrimination apply.
Therefore the aims can never be pursued in a pure and rigid way.
The underlying values of a private law system can only be discerned
and described by explaining how such fundamental aims are ba-
lanced in the individual model rules.
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24. Justice. Every model rule in this DCFR pursues the aim of
reaching a just and fair solution for the situation to be regulated.
The DCFR is particularly concerned to promote what Aristotle
termed ‘corrective’ justice. This notion is fundamental to contract,
non-contractual liability for damage and unjustified enrichment.
General clauses like good faith (see below, paragraph 33) also serve
the overarching aim of justice. The DCFR is less concerned with
issues of ‘distributive justice’, but sometimes distributive or ‘welfarist’
concerns may also be reflected in the DCFR, for instance when it is
decided that a consumer should always have certain rights.
25. Freedom, in particular freedom of contract. Contract is the basic

legal instrument which enables natural and legal persons to enjoy the
freedom to regulate their relations with each other by agreement. As
a rule, natural and legal persons are free both to decide whether or
not to contract and to agree on the terms of their contract because in
some situations, freedom of contract, without more, leads to justice.
If, for instance, the parties to a contract are fully informed and in an
equal bargaining position when concluding it, the content of their
agreement can be presumed to be in their interest and thus just.
Therefore a contract will be enforced or recognised by law if it is
based on the parties’ agreement and if there is no reason (such as an
infringement of public policy) for the contract to be treated as in-
valid or set aside. But if one party to the contract is in a weaker
position, it may not be just simply to enforce it. Thus a contract
concluded as the result of mistake or fraud, or which involves unfair
exploitation or discrimination, can be set aside by the aggrieved
party. However, restrictions on freedom of contract, whether by way
of mandatory rules, avoidance of unfair contract terms or in any
other form, should be imposed only if they can be justified in relation
to certain situations or types of contract.
26. Restrictions on freedom to contract. Thus in general persons

should remain free to contract or to refuse to contract with anyone
else. However, this freedom may be qualified where it might result in
unacceptable discrimination, for example discrimination on the
grounds of gender, race or religion.
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27. Restrictions on freedom to determine contents of contract. Simi-

larly, restrictions on the parties’ freedom to fix the terms of their
contract may be justified even outside the classic cases of procedural
unfairness such as mistake, fraud, duress and the exploitation of a
party’s circumstances to obtain an excessive advantage. Grounds on
which restrictions might be justified include inequality of informa-
tion (about either the facts, such as the characteristics of the goods or
services to be supplied, or the terms of the contract, or both); and
lack of bargaining power. Such problems are most common when a
consumer is dealing with a business, but can also occur in contracts
between businesses, particularly when one party is a small business
that lacks expertise.
28. Minimum intervention. Even when some intervention can be

justified on one of the grounds just mentioned, thought must be
given to the form of intervention. Is the problem one that can be
solved adequately by requiring one party to provide the other with
information before the contract is made, with perhaps a right in the
other party to avoid the contract if the information was not given?
Or will problems persist even if consumers (for example) are ‘in-
formed’, possibly because they will not be able to make effective use
of the information? In such a case a mandatory rule giving the con-
sumer certain rights (for example, that the goods must be of a certain
quality) may be justified. In general terms, the interference with
freedom of contract should be the minimum that will solve the pro-
blem while providing the other party (e. g. the business seller) with
sufficient guidance to be able to arrange its affairs efficiently. (Some-
times it may be easier to have a simple rule rather than a standard
that varies according to the circumstances of each case.) Similarly
with contract terms: it must be asked whether it is necessary to make
a particular term mandatory or whether a flexible test such as ‘fair-
ness’ would suffice to protect the weaker party. A fairness test may
allow certain terms to be used providing these are clearly brought
home to the consumer or other party before the contract is made.
The fairness test thus interferes less with the parties’ freedom of
contract than making a particular term mandatory would do.
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29. Economic welfare. All areas of the law covered by the DCFR
have the double aim of promoting general welfare by strengthening
market forces and at the same time allowing individuals to increase
their economic wealth. In many cases the DCFR is simply setting out
rules that reflect an efficient solution – what the parties might have
agreed but for the costs of trying to do so. This is most obviously true
for many of the rules of contract law: these are simply ‘default rules’
to apply when the parties have not agreed anything on the point in
question. The rules should produce efficient outcomes since that is
presumably what the parties would have wanted. Many rules of the
law on non-contractual liability for damage and even of unjustified
enrichment law and the law on benevolent intervention in another’s
affairs can be explained on the same basis; in any event, they should
be efficient. The rules in the DCFR are in general intended to be
such as will promote economic welfare; and this is a criterion against
which any legislative intervention should be checked.
30. Interventions to promote efficiency. Economic welfare may

sometimes be promoted by interference even when the parties have
reached an agreement, if there is reason to think that because of
some market failure (such as that caused by inequality of informa-
tion) the agreement is less than fully efficient. Consumer protection
rules, for example, can be seen not only as protective for the benefit
of typically weaker parties but also as favourable for general welfare
because they may lead to more competition and thus to a better
functioning of markets. This holds true in particular for cases of the
type mentioned above, where consumers’ lack of information about
either the characteristics of the goods sold or the terms being offered
leads to forms of market failure. Rules that, in relation to the making
of a contract of a particular type or in a particular situation, require
one party (typically a business) to provide the other (typically a
consumer) with specified information about its nature, terms and
effect, where such information is needed for a well-informed decision
and is not otherwise readily available to that other party, can be
justified as promoting efficiency in the relevant market. Indeed a
legislator should consider whether this is the justification for the
proposed intervention, or whether it is based on a welfarist notion
that consumers simply should have the right in question. The answer
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to that question may influence the choice of the extent and form of
intervention.
31. Protection of human rights. Private law must contribute to the

protection of human rights and human dignity. In contract law and
in pre-contractual relations, for instance, the rules on non-discrimi-
nation serve this purpose. The rules on non-contractual liability for
damage also have the function of protecting human rights.
32. Solidarity and social responsibility. Private law must also de-
mand a minimum of solidarity among the members of society and
allow for altruistic and social activities. Examples of this function of
private law may be seen in the provisions on good faith or in the
Book on Benevolent Intervention. In the future, specific rules on
contracts of donation may be needed to strengthen this aim. Within
the field of contractual relationships, many think that solidarity is a
fundamental principle. Thus the obligation to co-operate might well
be justified on this ground as well as on the ground of promoting
economic welfare.
33. Good faith. Equally, some see the promotion of good faith in
contractual and other relationships as a fundamental principle, an
end in itself. Others (particularly but not only, those from jurisdic-
tions which give only very limited recognition to the principle of
good faith) see it more as a legal technique for reaching fair and
efficient results that might equally be reached by other, more fact-
specific rules. Whatever the merits of this debate, the values that
underlie the notion – for example, the promotion of honest market
practice, so that one party should not depart from good commercial
practice to take unfair advantage of the other – may be called funda-
mental. These values are enshrined in the DCFR and legislators
should bear them in mind – just as they should bear in mind that
not all legal systems in the EU apply a general requirement of good
faith, so that European legislation may need to include express pro-
visions on the issue (see below, para. 73).
34. Contracts harmful to third persons and society in general. A fur-

ther ground on which a contract may be invalidated, even though
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freely agreed between two equal parties, is that it (or more often the
performance of the obligation under it) would have a seriously harm-
ful effect on third persons or society. Thus contracts which are illegal
or contrary to public policy in this sense (within the framework of
the EU a common example is contracts which infringe the competi-
tion articles of the Treaty) are invalid. The DCFR does not spell out
when a contract is contrary to public policy in this sense, because
that is a matter for law outside the scope of the DCFR – the law of
competition or the criminal law of the Member State where the
relevant performance should take place. However the fact that a
contract might harm third persons or society is clearly a ground on
which the legislator should consider invalidating it, and the DCFR
contains rules to that effect.
35. EU-specific aims. The DCFR is to be interpreted and applied in a

manner consistent with the aims and principles on which not only
the laws of the Member States but also the European Union are
based, including the aim of establishing an area of freedom, security
and justice, and the creation of an open internal market with free
and fair competition and free movement of goods, persons, services
and capital between Member States, and the protection of consu-
mers and of others in need of protection. Cultural and linguistic
plurality of Europe must be taken into account and preserved.
36. Rationality, legal certainty, predictability, efficiency. The under-

lying material aims of private law can only be reached if the applic-
able rules are rational and provide a measure of legal certainty, pre-
dictability and efficiency. To this end, unnecessary burdens must be
avoided and smooth legal transactions fostered. In some cases indi-
vidual rights may also be cut off by rules on time limits or parties to a
contract may be protected not because they are individually but just
typically in need of protection.
The coverage of the DCFR
37. Wider coverage than PECL. The coverage of the PECL was al-
ready quite wide. They had rules not only on the formation, validity,
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The coverage of the DCFR Intr. 38
interpretation and contents of contracts and, by analogy, other jur-

idical acts, but also on the performance of obligations resulting from
them and on the remedies for non-performance of such obligations.
Indeed the later Chapters had many rules applying to private law
rights and obligations in general – for example, rules on a plurality of
parties, on the assignment of rights to performance, on set-off and on
prescription. To this extent the Principles went well beyond the law
on contracts as such. The DCFR continues this coverage but it goes
further. It also covers (in Book IV) a series of model rules on so-called
‘specific contracts’ and the rights and obligations arising from them.
For their field of application these latter rules expand and make more
specific the general provisions (in Books I-III), deviate from them
where the context so requires, or address matters not covered by
them.
38. Non-contractual obligations. The DCFR also covers rights and

obligations arising as the result of an unjustified enrichment, of dam-
age caused to another and of benevolent intervention in another’s
affairs. It thus embraces non-contractual obligations to a far greater
extent than the PECL.
39. Matters of movable property law. In its full and final edition the
DCFR will also cover some matters of movable property law, such as
transfer of ownership, proprietary security, and trust law.
40. Matters excluded. DCFR I. – 1:101(2) lists all matters which are
excluded from its intended field of application.
41. Reasons for the approach adopted. The coverage of the DCFR is
thus considerably broader than what the European Commission
seems to have in mind for the coverage of the CFR (see para. 60
below). The ‘academic’ frame of reference is not subject to the con-
straints of the ‘political’ frame of reference. While the DCFR is
linked to the CFR, it is conceived as an independent text. The
research teams started in the tradition of the Commission on Euro-
pean Contract Law but with the aim of extending its coverage.
When this work started there were no political discussions underway
on the creation of a CFR of any kind, neither for contract law nor for
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any other part of the law. Our contract with the Research Directo-
rate-General to receive funding under the sixth European Frame-
work Programme on Research reflects this; it obliges us to address all
the matters listed in paras. 37-39 above.
42. Contract law as part of private law. There are good reasons for
not including only rules on general contract law in the DCFR. These
general rules need to be tested to see whether or in what respect they
have to be adjusted, amended and revised within the framework of
the most important of the specific contracts. Nor can the DCFR
contain only rules dealing with consumer contracts. The two Groups
concur in the view that consumer law is not a self-standing area of
private law. It consists of some deviations from the general principles
of private law, but cannot be developed without them. And ‘private
law’ for this purpose is not confined to the law on contract and
contractual obligations. The correct dividing line between contract
law (in this wide sense) and some other areas of law is in any event
difficult to determine precisely.4 This DCFR therefore approaches
the whole of the law of obligations as an organic entity or unit. In
the final edition, some areas of property law with regard to movable
property will be dealt with for more or less identical reasons and
because some aspects of property law are of great relevance to the
good functioning of the internal market.
Structure and language of the DCFR model rules
43. Structure of the model rules. The structure of the model rules
was discussed on many occasions by the Study Group and the joint
Compilation and Redaction Team. It was accepted from an early
stage that the whole text would be divided into Books and that each
Book would be subdivided into Chapters, Sections, Sub-sections
(where appropriate) and Articles. In addition the Book on specific
contracts and the rights and obligations arising from them was to be
4 See, in more detail, von Bar and Drobnig (eds.), The Interaction of
Contract Law and Tort and Property Law in Europe (Munich 2004).
This study was conducted on behalf of the European Commission.
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Structure and language of the DCFR model rules Intr. 44
divided, because of its size, into Parts, each dealing with a particular
type of contract (e. g. Book IV.A: Sale). All of this was relatively
uncontroversial.
44. Mode of numbering of the model rules. The mode of numbering

the model rules corresponds in its basic approach to the technique
used in many of the newer European codifications. This too was
chosen in order to enable necessary changes to be made and missing
passages to be inserted into the DCFR later without more than minor
editorial labour. (In this edition places where additions are expected
are indicated by references such as ‘[in preparation]’) Books are num-
bered by capitalised Roman numerals, i. e., Book I (General provi-
sions), Book II (Contracts and other juridical acts), etc. Only one
Book (Book IV (Specific contracts and rights and obligations arising
from them)) is divided into Parts: Part A (Sale), Part B (Lease of
goods), etc. Chapters, sections (and also sub-sections) are numbered
using Arabic numerals, e. g. chapter 5, section 2, sub-section 4, etc.
Articles are then numbered sequentially within each Book (or Part)
using Arabic numerals. The first Arabic digit, preceding the colon, is
the number of the relevant chapter. The digit immediately following
the colon is the number of the relevant section of that chapter. The
remaining digits give the number of the Article within the section;
sub-sections do not affect the numbering. For example, III. – 3:509
(Effect on obligations under the contract) is the ninth Article in
section 5 (Termination) of the third chapter (Remedies for non-per-
formance) of the third book (Obligations and corresponding rights).
One cannot see from the numbering, however, that in that section it
is the first Article within sub-section 3 (Effects of termination).
45. Ten books. To a large extent the allocation of the subject mat-
ter to the different Books was also uncontroversial. It was readily
agreed that Book I should be a short and general guide for the reader
on how to use the whole text – dealing, for example, with its intend-
ed scope of application, how it should be interpreted and developed
and where to find definitions of key terms. The later Books, from
Book IV on, also gave rise to little difficulty so far as structure was
concerned. There was discussion about the best order, but eventually
it was settled that this would be Specific contracts and rights and
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obligations arising from them (Book IV); Benevolent intervention in

another’s affairs (Book V); Non-contractual liability arising out of
damage caused to another (Book VI); Unjustified enrichment (Book
VII); Acquisition and loss of ownership in movables (Book VIII);
Proprietary security rights in movable assets (Book IX) and Trusts
(Book X). An important argument for putting the rules on specific
contracts and their obligational effects in a Book of their own (sub-
divided into Parts) rather than in separate Books is that it would be
easier in the future to add new Parts dealing with other specific
contracts without affecting the numbering of later Books and their
contents. As said before, this interim edition does not yet contain
Books VIII-X and still has some lacunae in Book IV.
46. Books II and III. The difficult decisions concerned Books II and
III. There was never much doubt that these Books should cover the
material in the existing Principles of European Contract Law (PECL,
see para. 8 above and paras. 50-54 below) – general rules on con-
tracts and other juridical acts, and general rules on contractual and
(often) other obligations – but there was considerable difficulty in
deciding how this material should be divided up between and within
them and what they should be called. It was only after decisions were
taken by the Co-ordinating Group on how the key terms ‘contract’
and ‘obligation’ would be used in the model rules, and after a special
Structure Group was set up, that the way forward became clear. Book
II would deal with contracts and other juridical acts (how they are
formed, how they are interpreted, when they are invalid, how their
content is determined and so on) while Book III would deal with
obligations within the scope of the DCFR – both contractual and
non-contractual – and corresponding rights.
47. Juridical acts and obligations. A feature of this division of ma-

terial is a clear distinction between a contract seen as a type of
agreement – a type of juridical act – and the legal relationship,
usually involving reciprocal sets of obligations and rights, which
results from it. Book II deals with contracts as juridical acts; Book
III deals with the obligations and rights resulting from contracts seen
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Structure and language of the DCFR model rules Intr. 48
as juridical acts, as well as with non-contractual obligations and

rights. To this extent a structural division which is only implicit in
the PECL is made explicit.
48. Contractual and non-contractual obligations. A further problem

was how best to deal with contractual and non-contractual obliga-
tions within Book III. One technique which was tried was to deal
first with contractual obligations and then to have a separate part on
non-contractual obligations. However, this proved cumbersome and
unsatisfactory. It involved either unnecessary repetition or extensive
and detailed cross-references to earlier Articles. Either way the text
was unattractive and heavy for the reader to use. In the end it was
found that the best technique was to frame the Articles in Book III so
far as possible in general terms so that they could apply to both
contractual and non-contractual obligations. Where a particular Ar-
ticle applied only to contractual obligations (which was the excep-
tion rather than the rule) this could be clearly stated. This approach
was expressly approved by a meeting of the Co-ordinating Group at
Lucerne in December 2006.
49. Language. The DCFR is being published first in English. This

has been the working language for all the Groups responsible for
formulating the model rules. However, for a substantial portion of
the Books (or, in the case of Book IV, its Parts), teams have already
composed a large number of translations into other languages. These
will be published successively, first in the PEL series (see para. 55
below) and later separately for the DCFR. The Compilation and
Redaction Team has tried to achieve not only a clear and coherent
structure, but also a plain and clear wording. An attempt has been
made to avoid technical terms from particular legal systems and to
try to find, wherever possible, descriptive language which can be
readily translated without carrying unwanted baggage with it. After
all, one of the overarching goals of the DCFR is to improve the
accessibility and intelligibility of private law in Europe.
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How the DCFR relates to PECL, the SGECC PEL series, the
Acquis and the Insurance Contract Group series
50. Based in part on the PECL. In Books II and III the DCFR contains
many rules derived from the Principles of European Contract Law
(PECL). These rules have been adopted with the express agreement
of the Commission on European Contract Law, whose successor
group is the Study Group. Tables of derivations and destinations help
the reader to trace PECL articles within the DCFR. However, the
PECL could not simply be incorporated as they stood. Deviations
were unavoidable in part due to the different structure and the dif-
ferent coverage of the DCFR and in part because the scope of the
PECL needed to be broadened so as to embrace matters of consumer
protection.
51. Deviations from PECL. A primary purpose of the DCFR is to try

to develop clear and consistent concepts and terminology. In pursuit
of this aim the Study Group gave much consideration to the most
appropriate way of using terms like ‘contract’ and ‘obligation’, taking
into account not only national systems, but also prevailing usage in
European and international instruments dealing with private law
topics. One reason for many of the drafting changes from the PECL
is the clearer distinction now drawn (as noted above) between a
contract (seen as a type of agreement or juridical act) and the rela-
tionship (usually consisting of reciprocal rights and obligations) to
which it gives rise. This has a number of consequences throughout
the text.
52. Examples. For example, it is not the contract which is per-

formed. A contract is concluded: obligations are performed. Similar-
ly, a contract is not terminated. It is the contractual relationship, or
particular rights and obligations arising from it, which will be termi-
nated. The new focus on rights and obligations in Book III also made
possible the consistent use of ‘creditor’ and ‘debtor’ rather than terms
like ‘aggrieved party’ and ‘other party’, which were commonly used
in the PECL. The decision to use ‘obligation’ consistently as the
counterpart of a right to performance also meant some drafting chan-
ges. The PECL sometimes used ‘duty’ in this sense and sometimes
24
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DCFR, PECL, SGECC PEL, ACQP and PEICL Intr. 53
‘obligation’. The need for clear concepts and terminology also meant
more frequent references than in the PECL to juridical acts other
than contracts. Examples of such juridical acts might be offers, ac-
ceptances, notices of termination, authorisations, guarantees, unilat-
eral promises and so on. The PECL dealt with these by an Article
(1:107) which applied the Principles to them ‘with appropriate mod-
ifications’. However, what modifications would be appropriate was
not always apparent. It was therefore decided to deal separately with
other juridical acts.
53. Input from stakeholders. Other changes in PECL Articles resul-

ted from the input from stakeholders to the workshops held by the
European Commission on selected topics. For example, the rules on
representation were changed in several significant respects for this
reason, as were the rules on pre-contractual statements forming part
of a contract, the rules on variation by a court of contractual rights
and obligations on a change of circumstances and the rules on so-
called ‘implied terms’ of a contract. Sometimes even the process of
preparing for stakeholder meetings which were not, in the end, held
led to proposals for changes in PECL which were eventually adopted.
This was the case, for example, with the chapter on plurality of
debtors and creditors, where academic criticism on one or two spe-
cific points also played a role.
54. Developments since the publication of the PECL. Finally, there

were some specific Articles or groups of Articles which, in the light
of recent developments or further work and thought, seemed to merit
improvement. For example, the PECL rules on stipulations in favour
of third parties, although a considerable achievement at the time,
seemed in need of some expansion in the light of recent develop-
ments in national systems and international instruments. The de-
tailed work which was done on the specific contracts in Book IV, and
the rights and obligations resulting from them, sometimes suggested
a need for some additions to, and changes in, the general rules in
Books II and III. For example, it was found that it would be advanta-
geous to have a general rule on ‘mixed contracts’ in Book II and a
general rule on notifications of non-conformities in Book III. It was
also found that the rules on ‘cure’ by a seller which were developed in
25
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the Sale Part of Book IV could usefully be generalised and placed in

Book III. The work done on other later Books also sometimes fed
back into Books II and III. For example, the work done on unjustified
enrichment showed that rather more developed rules were needed
on the restitutionary effects of terminated contractual relationships,
while the work on the acquisition and loss of ownership in movables
(and also on proprietary security rights in movable assets) fed back
into the treatment of assignment in Book III. Although the general
approach was to follow the PECL as much as possible there were,
inevitably, a number of cases where it was found that small drafting
changes, or some slight restructuring of an Article or group of Arti-
cles, or some slightly sharper distinctions, could increase clarity or
consistency.
55. The PEL series. The Study Group began its labours in 1998.
From the outset it was envisaged that at the appropriate time its
results would be presented in an integrated complete edition, but it
was only gradually that its structure took shape (see paras. 43-49
above). As a first step the tasks in the component parts of the project
had to be organised and deliberated. The results are being published
in a separate series, the ‘Principles of European Law’ (PEL). To date
five volumes have appeared. They cover leases,5 services,6 commer-
cial agency, franchise and distribution,7 personal security contracts,8
5 Principles of European Law. Study Group on a European Civil Code.

Lease of Goods (PEL LG). Prepared by Kåre Lilleholt, Anders Victor-
in†, Andreas Fötschl, Berte-Elen R. Konow, Andreas Meidell, Amund
Bjøranger Tørum (Sellier, Bruylant, Staempfli, Oxford University Press
2007).
Service Contracts (PEL SC). Prepared by Maurits Barendrecht, Chris
Jansen, Marco Loos, Andrea Pinna, Rui Cascão, Stéphanie van Gulijk
(Sellier, Bruylant, Staempfli, Oxford University Press 2006).
Commercial Agency, Franchise and Distribution Contracts (PEL
CAFDC). Prepared by Martijn W. Hesselink, Jacobien W. Rutgers,
Odavia Bueno Díaz, Manola Scotton, Muriel Veldmann (Sellier, Bruy-
lant, Staempfli, Oxford University Press 2006).
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DCFR, PECL, SGECC PEL, ACQP and PEICL Intr. 56
and benevolent interventions in another’s affairs. 9 Further books will

follow, in 2008 on sales, unjustified enrichment law and the law
regarding non-contractual liability arising out of damage caused to
another, and in 2009 on mandate and loan contracts, contracts of
donation and all the subjects related to property law. The volumes
published within the PEL series contain additional material which
will not be reproduced in the full DCFR, namely the comparative
introductions to the various Books, Parts and Chapters, and the
translations of the model rules published within the PEL series.
56. Deviations from the PEL series. In some cases, however, the mod-
el rules which the reader encounters in this DCFR deviate from their
equivalent published in the PEL series. There are several reasons for
such changes. First, in drafting a self-standing set of model rules for a
given subject (such as e. g. service contracts) it proved necessary to
have much more repetition of rules which were already part of the
PECL. Such repetitions became superfluous in an integrated DCFR
text which states these rules already at a more general level (i. e. in
Books II and III). The DCFR is therefore considerably shorter than it
would have been had all PEL model rules been included as they
stood.
57. Improvements. The second reason for changing some already

published PEL model rules is that in some cases the Compilation
and Redaction Team saw room for improvement at the stage of re-
vising and editing for DCFR purposes. After consulting the authors of
the relevant PEL book, the CRT submitted the redrafted rules to the
Study Group’s Co-ordinating Committee for approval, amendment
or rejection. Resulting changes are in part limited to mere drafting,
but occasionally go to substance. They are a consequence of the

Personal Security (PEL Pers.Sec.). Prepared by Ulrich Drobnig (Sellier,
Bruylant, Staempfli, Oxford University Press 2007).
Benevolent Intervention in Another’s Affairs (PEL Ben.Int.). Prepared
by Christian von Bar (Sellier, Bruylant, Staempfli, Oxford University
Press 2006).
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systematic revision of the model rules which commenced in 2006,

the integration of ideas from others (including stakeholders) and the
compilation of the list of terminology, which revealed some incon-
sistencies in the earlier texts. The DCFR in its full and final edition
may reflect yet further refinements as compared with this interim
outline edition.
58. The Acquis Principles (ACQP). The Research Group on the Ex-
isting EC Private Law, commonly called the Acquis Group, is also
publishing its findings in a separate series.10 The Acquis Principles
are an attempt to present and structure the bulky and rather inco-
herent patchwork of EC private law in a way that should allow the
current state of its development to be made clear and relevant leg-
islation and case law to be found easily. This also permits identifica-
tion of shared features, contradictions and gaps in the Acquis. Thus,
the ACQP may have a function for itself, namely as a source for the
drafting, transposition and interpretation of EC law. Within the pro-
cess of elaborating the DCFR, the Acquis Group and its output con-
tribute to the task of ensuring that the existing EC law is appropri-
ately reflected. The ACQP are consequently one of the sources from
which the Compilation and Redaction Team has drawn.
59. Principles of European Insurance Contract Law. The CoPECL

network of researchers established under the sixth framework pro-
gramme for research (see below: academic contributors and funders)
also includes the ‘Project Group Restatement of European Insurance
Contract Law (Insurance Group)’. That body is delivering its ‘Prin-
ciples of European Insurance Contract Law’ to the European Com-
mission contemporaneously with our submission of this provisional
DCFR. It is not yet conclusively settled whether and, if so, how that
text will be integrated into Book IV of the full DCFR. An appropriate
slot for incorporation of that material has been reserved in case it is
needed.
10 See fn. 2 above; in preparation: Volume Contract II – Performance,

Non-Performance, Remedies (Sellier 2008) and further volumes on
specific contracts and extra-contractual matters.
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How the DCFR may be used as preparatory work for the CFR Intr. 60
How the DCFR may be used as preparatory work for the CFR
60. Announcements by the Commission. The European Commis-

sion’s ‘Action Plan on A More Coherent European Contract Law’
of January 200311 called for comments on three proposed measures:
increasing the coherence of the acquis communautaire, the promo-
tion of the elaboration of EU-wide standard contract terms,12 and
further examination of whether there is a need for a measure that is
not limited to particular sectors, such as an ‘optional instrument.’ Its
principal proposal for improvement was to develop a Common
Frame of Reference (CFR) which could then be used by the Com-
mission in reviewing the existing acquis and drafting new legisla-
tion.13 In October 2004 the Commission published a further paper,
‘European Contract Law and the revision of the acquis: the way
forward’.14 This proposed that the CFR should provide ‘fundamental
principles, definitions and model rules’ which could assist in the
improvement of the existing acquis communautaire, and which
might form the basis of an optional instrument if it were decided to
create one. Model rules would form the bulk of the CFR,15 its main
purpose being to serve as a kind of a legislators’ guide or ‘tool box’.
Meanwhile a parallel review of eight consumer Directives16 would be
carried out. Members of the Acquis Group were involved in this
review.17 In 2007 the European Commission published a Green Pa-
11 COM (2003) final, OJ C 63/1 (referred to here as Action Plan).

12 This aspect of the plan is not being taken forward. See Commission of
the European Communities. First Progress Report on The Common
Frame of Reference, COM (2005), 456 final, p. 10.
13 Action Plan para. 72.
14 Communication from the Commission to the European Parliament
and the Council, COM (2004) 651 final, 11 October 2004 (referred
to as Way Forward).
15 Way Forward para. 3.1.3, p. 11.
16 Directives 85/577, 90/314, 93/13, 94/47, 97/7, 98/6; 98/27, 99/44. See
Way Forward para. 2. 1. 1.
17 See Schulte-Nölke/Twigg-Flesner/Ebers (eds), EC Consumer Law
Compendium, Comparative Analysis, 2007, to be published in book
29
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per on the review of the consumer acquis.18 This DCFR responds to

these announcements by the Commission and contains proposals for
the principles, definitions and model rules mentioned in them.
61. Purposes of the CFR. It remains to be seen what purposes the

CFR may be called upon to serve. Some indication may be obtained
from the expression ‘principles, definitions and model rules’ itself.
Other indications can be obtained from the Commission’s papers on
this subject. These, and their implications for the coverage of the
DCFR, will now be explored.
62. Green Paper on the Review of the Consumer Acquis. The Com-
mission’s Green Paper on the Review of the Consumer Acquis19
asked questions at a number of different levels: for example, whether
full harmonisation is desirable,20 whether there should be a horizon-
tal instrument,21 and whether various additional matters should be
dealt with by the Consumer Sales Directive.22 It is possible that other
Directives will also be revised, for example those relating to the
provision of information to buyers of financial services. In the longer
term, there may be proposals for further harmonisation measures in
sectors where there still appears to be a need for consumer protection
(e. g. contracts for services or personal security) or where the differ-
ences between the laws of the Member States appear to cause diffi-
culties for the internal market (e. g. insurance or security over mo-
vable property).
63. Improving the existing and future acquis: model rules. The DCFR
is intended to help in the process of improving the existing acquis
form and in the meantime available at (http://ec.europa.eu/consumers/

cons_int/safe_shop/acquis/comp_analysis_en.pdf).
18 Green Paper on the Review of the Consumer Acquis, COM(2006) 744
final of 8 February 2007 (http://ec.europa.eu/consumers/cons_int/safe_
shop/acquis/green-paper_cons_acquis_en.pdf).
19 See previous footnote.
20 Question A3, p. 15.
21 Question A2, p. 14.
22 Directive 1999/44 / EC. See questions H1-M3, pp. 24-32.
30
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and in drafting any future EU legislation in the field of private law.

By teasing out and stating clearly the principles that underlie the
existing acquis, the DCFR can show how the existing Directives can
be made more consistent and how various sectoral provisions might
be given a wider application, so as to eliminate current gaps and
overlaps – the ‘horizontal approach’ referred to in the Green Paper.
The DCFR should also identify improvements in substance that
might be considered. The research preparing the DCFR ‘will aim to
identify best solutions, taking into account national contract laws
(both case law and established practice), the EC acquis and relevant
international instruments, particularly the UN Convention on Con-
tracts for the International Sale of Goods of 1980’.23 The DCFR
therefore provides recommendations, based on extensive compara-
tive research and careful analysis, of what should be considered if
legislators are minded to alter or add to EU legislation. This process
of considering ‘model rules’ has begun even before the DCFR is com-
plete. Many of the questions posed in the Green Paper draw on texts
from the drafts which researchers presented to stakeholder work-
shops during 2006. However, the DCFR does not identify particular
rules that are put forward as proposals for immediate legislation.
Rather the aim is to provide rules from which the legislator may
draw inspiration.
64. Improving the acquis: developing a coherent terminology. Direc-

tives frequently employ legal terminology and concepts which they
do not define.24 The classic example, seemingly referred to in the
Commission’s papers, is the Simone Leitner case,25 but there are many
23 Way Forward para. 3.1.3.

24 In the CFR workshops on the consumer acquis, texts providing defini-
tions of concepts used or pre-supposed in the EU acquis were referred to
as ‘directly relevant’ material. See Second Progress Report on the Com-
mon Frame of Reference, COM (2007) 447 final, p. 2.
25 Case C-168/00 Simone Leitner v TUI Deutschland [2002] ECR I-2631.
The ECJ had to decide whether the damages to which a consumer was
entitled under the provisions of the Package Travel Directive must
include compensation for non-economic loss suffered when the holiday
was not as promised. This head of damages is recognised by many na-
31
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others. A CFR which provides definitions of these legal terms and

concepts would be useful for questions of interpretation of this kind,
particularly if it were adopted by the European institutions – for
example, as a guide for legislative drafting. 26 It would be presumed
that the word or concept contained in a Directive was used in the
sense in which it is used in the CFR unless the Directive stated
otherwise. National legislators seeking to implement the Directive,
and national courts faced with interpreting the implementing legis-
lation, would be able to consult the CFR to see what was meant.
Moreover, if comparative notes on the Articles are included, as they
will be in the final version of the DCFR, the notes will often provide
useful background information on how national laws currently deal
with the relevant questions.
65. No functional terminology list without rules. As said before, it is,

however, impossible to draft a functional list of terminology without
a set of model rules behind it, and vice versa. That in turn makes it
desirable to consider a rather wide coverage of the CFR. For example,
it would be very difficult to develop a list of key notions of the law on
contract and contractual obligations (such as conduct, creditor, dam-
age, indemnify, loss, intention, negligence etc.), without a sufficient
awareness of the fact that many of these notions also play a role in
the area of non-contractual obligations.
66. Improving the acquis: principles. It has already been noted that
the word ‘principles’ may in the present context be synonymous with
‘model rules’, or those model rules which are of a more general nat-
ure, or may be understood in the sense of a statement of the values
that underlie the rules of the CFR and general guidance to legislators
tional laws, but was not recognised by Austrian law. The ECJ held that
‘damage’ in the Directive must be given an autonomous, ‘European’
legal meaning – and in this context ‘damage’ is to be interpreted as
including non-economic loss.
26 In the absence of any formal arrangement, legislators could achieve
much the same result for individual legislative measures by stating in
the recitals that the measure should be interpreted in accordance with
the CFR.
32
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on the balance that may need to be struck between competing va-

lues. Paragraphs 15-36 above contain an indication of how such a
statement might be developed if it is required.
67. Coverage of the CFR. The purposes to be served by the DCFR

have a direct bearing on its coverage. As explained in paras. 37-42
above, the coverage of the DCFR goes well beyond the coverage of
the CFR as contemplated by the Commission in its communications
(whereas the European Parliament in earlier resolutions envisaged
for the CFR more or less the same coverage as this DCFR27). Today,
the coverage of the CFR still seems to be an open question. How far
should it reach if it is to be effective as a legislators’ guide or ‘tool
box’? How may this DCFR be used if it is decided that the coverage of
the CFR will be narrower (or even much narrower) than the cover-
age of the DCFR? The following aspects would seem to be worthy of
being taken into consideration when making the relevant political
decisions.
68. Consumer law. It seems clear that the CFR must at any rate
cover the fields of application of the existing Directives that are
under review, and any others likely to be reviewed in the foreseeable
future. Thus all consumer law should be included, and probably all
contracts and contractual relationships that are the subject of exist-
ing Directives affecting questions of private law, since these may also
be reviewed at some stage.
69. Revision of the acquis and further harmonisation measures. Se-

condly, the CFR should cover any field in which revision of the
acquis or further harmonisation measures is being considered. This
includes both areas currently under review (e. g. sales, and also leas-
ing which is discussed in the Green Paper on revision of the con-
sumer acquis28) and also areas where harmonisation is being consid-
ered, even if there are no immediate proposals for new legislation.
Thus contracts for services should be covered, and also security over
27 European Parliament, Resolution of 15 November 2001, OJ C 140E of

13 June 2002, p. 538.
28 See footnote 19.
33
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movable property, where divergences of laws cause serious problems.

The same holds true for insurance contracts.29
70. Terms and concepts referred to in Directives. Thirdly, in order to

provide the definitions that are wanted, the CFR must cover many
terms and concepts that are referred to in Directives without being
defined.30 In practice this includes almost all of the general law on
contract and contractual obligations. There are so few topics that are
not at some point referred to in the acquis, or at least presupposed by
it, that it is simpler to include all of this general law than to work out
what few topics can be omitted. It is not only contract law terminol-
ogy in the strict sense which is referred to, however, and certainly not
just contract law which is presupposed in EU instruments. For ex-
ample, consumer Directives frequently presuppose rules on unjusti-
fied enrichment law; and Directives on pre-contractual information
refer to or presuppose rules that in many systems are classified as rules
of non-contractual liability for damage, i. e. delict or tort. It is thus
useful to provide definitions of terms and model rules in these fields –
not because they are likely to be subjected to regulation or harmo-
nisation by European legislation in the foreseeable future, but be-
cause existing European legislation already builds on assumptions
that the laws of the Member States have relevant rules and provide
appropriate remedies. Whether they do so in ways that fit well with
the European legislation, actual or proposed, is another matter. It is
for the European institutions to decide what might be needed or
might be useful. What seems clear is that it is not easy to identify
in advance topics which will never be wanted.
71. When in doubt, topics should be included. There are good argu-
ments for the view that in case of doubt, topics should be included.
29 See Way Forward para. 3.1.3 and Annex I.

30 At the workshop on the possible structure of the CFR, ‘there was an
emerging consensus that the CFR should contain the topics directly
related to the existing EU contract law acquis in combination with
general contract law issues which are relevant for the acquis’: Commis-
sion of the European Communities. Second Progress Report on the
Common Frame of Reference, COM (2007) 447 final, pp. 8-9.
34
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Excluding too many topics will result in the CFR being a fragmented
patchwork, thus replicating a major fault in existing EU legislation
on a larger scale. Nor can there be any harm in a broad CFR. It is not
legislation, nor even a proposal for legislation. It merely provides
language and definitions for use, when needed, in the closely targe-
ted legislation that is, and will probably remain, characteristic of
European Union private law.
72. Essential background information. There is a further way in

which the CFR would be valuable as a legislators’ guide, and it has
been prepared with a view to that possible purpose. If EU legislation
is to fit harmoniously with the laws of the Member States, and in
particular if it is neither to leave unintended gaps nor to be more
invasive than is necessary, the legislator needs to have accurate in-
formation about the different laws in the various Member States.
The national notes to be included in the final version of the DCFR
could be useful in this respect but would, of course, have to be fre-
quently updated if this purpose is to be served on a continuing basis.
73. Good faith as an example. The principle of good faith can serve
as an example. In many laws the principle is accepted as fundamen-
tal, but it is not accorded the same recognition in the laws of all the
Member States – in particular, it is not recognised as a general rule of
direct application in the Common Law jurisdictions. It is true that
even the Common Law systems contain many particular rules that
seem to be functionally equivalent to good faith, in the sense that
they are aimed at preventing the parties from acting in ways that are
incompatible with good faith, but there is no general rule. So the
European legislator cannot assume that whatever requirements it
chooses to impose on consumer contracts in order to protect con-
sumers will always be supplemented by a general requirement that
the parties act in good faith. If it wants a general requirement to
apply in the particular context, even in the Common Law jurisdic-
tions, the legislator will have to incorporate the requirement into the
Directive in express words – as of course it did with the Directive on
Unfair Terms in Consumer Contracts. 31 Alternatively, it will need to
31 Council Directive 93/13/ EEC, art. 3(1).
35
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insert into the Directive specific provisions to achieve the results

that in other jurisdictions would be reached by the application of the
principle of good faith. In drafting or revising a Directive dealing
with pre-contractual information, legislators will want to know what
they need to deal with and what is already adequately covered, and
covered in a reasonably harmonious way, by the law of all Member
States. Thus general principles on mistake, fraud and provision of
incorrect information form essential background to the consumer
acquis on pre-contractual information. In this sense, even a ‘legisla-
tors’ guide’ needs statements of the common principles found in the
different laws, and a note of the variations. It needs information
about what is in the existing laws and what can be omitted from the
acquis because, in one form or another, all Member States already
have it.
74. Presupposed rules of national law. The point is that a Directive

normally presupposes the existence of certain rules in national law.
For example, when a consumer exercises a right to withdraw from a
contract, questions of liability in restitution are normally left to na-
tional law. It may be argued that information about the law that is
presupposed is more than ‘essential background’. The Commission’s
Second Progress Report describes it as ‘directly relevant’. 32 Whatever
the correct classification, this information is clearly important. Put
simply, European legislators need to know what is a problem in terms
of national laws and what is not. This is a further reason why the
DCFR will have a wide coverage and why the final (and full) DCFR
will contain extensive notes, comparing the definitions and rules
stated to the various national laws.
75. DCFR not structured on an ‘everything or nothing’ basis. The

DCFR is, so far as possible, structured in such a way that the political
institutions, if they wish to proceed with an official Common Frame
of Reference on the basis of some of its proposals, can sever certain
parts of it and leave them to a later stage of deliberation or just to
general discussion amongst academics. In other words, the DCFR is
carefully not structured on an ‘everything or nothing’ basis; perhaps
32 Loc. cit. (fn. 31 above) p. 2.
36
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Next steps Intr. 76
not every detail can be cherry-picked intact, but in any event larger
areas could be taken up without any need to accept the entirety. For
example, the reader will soon see that the provisions of Book III are
directly applicable to contractual rights and obligations; it is simply
that they also apply to non-contractual rights and obligations. Were
the Commission to decide that the CFR should deal only with the
former, it would be a quick and simple task to adjust the draft to
apply only to contractual rights and obligations. We would not ad-
vise this, however, for reasons explained earlier. It would create the
appearance of a gulf between contractual and other obligations that
does not in fact exist in the laws of Member States, and it would put
the coherence of the structure at risk.
76. The CFR as the basis for an optional instrument. What has been
said so far about the purposes of the CFR relates to its function as a
legislators’ guide or toolbox. It is still unclear whether or not the
CFR, or parts of it, might at a later stage be used as the basis for an
optional instrument, i. e. as the basis for an additional set of legal
rules which parties might choose to govern their mutual rights and
obligations. In the view of the two Groups such an optional instru-
ment would open attractive perspectives, not least for consumer
transactions. A more detailed discussion of this issue, however, seems
premature at this stage. It suffices to say that this DCFR is consciously
drafted in a way that, given the political will, would allow progress to
be made towards the creation of such an optional instrument.
Next steps
77. Review of the DCFR. In the time remaining until completion of

the final edition of the DCFR the model rules published in this
interim edition will be reviewed once more to check their correct-
ness, acceptability and coherence. Criticism and comments are most
welcome. Likewise, the impact of the work of the Evaluative
Groups33 which are integrated into the network of excellence has
33 For more information see the homepage of the Network of Excellence:

www.copecl.org.
37
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yet to be assessed; their results are not yet available in published form
and could therefore only be taken account of until now on the basis
of their broad tenor. Part of this concomitant evaluation is an eco-
nomic impact assessment, carried out by the Research Group on the
Economic Assessment of Contract Law Rules, organised by the Til-
burg Law and Economics Centre; an analysis of the philosophical
underpinnings, undertaken by the Association Henri Capitant toge-
ther with the Société de Législation Comparée and the Conseil Su-
périeur du Notariat; case assessments regarding the applicability of
the principles made by the Common Core Group; and a case law
database elaborated by a team of the University Paris-Sud.
78. Outstanding matters. Furthermore, some still outstanding mat-

ters need to be addressed. This relates not only to the missing Parts of
Book IV and Books VIII-X, but also to the possible integration of new
EC legislation (such as the new Services Directive34 and the forth-
coming Consumer Credit Directive35) into the DCFR..
79. Square brackets. The square brackets in II. – 9:404 (Meaning of

unfair in contracts between a business and a consumer) are there
because the Study Group and the Acquis Group were unable to
reach agreement on whether the words in square brackets should or
should not be included. The Acquis Group wished these words to be
in the text. The Study Group considered that they should be exclu-
ded. The square brackets in III. – 5:108 (Assignability: effect of con-
tractual prohibition) paragraph (5) indicate that there is an ongoing
discussion about the scope of this paragraph which there has not
been time to resolve.
80. Full and final DCFR. The full and final version of the DCFR is to
be submitted to the European Commission at the end of December
34 Directive 2006/123/ EC of the European Parliament and of the Council

of 12 December 2006 on services in the internal market
35 Political agreement on the new Consumer Credit Directive reached in
Council on 21 May 2007; Common Position adopted on 20 September
2007; see further the Communication of the European Commission of
21 September 2007 COM (2007) 546 final.
38
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Next steps Intr. 81
2008. It will subsequently be reproduced in book form as a larger

publication. We aim to publish at the same time a second edition of
this volume, i. e. a second outline edition containing Articles only.
81. CFR. The creation of a CFR is a question for the European In-
stitutions. If the current plan remains unchanged, the Commission,
Council and Parliament will shortly form an opinion on fundamen-
tal questions concerning the CFR.
January 2008 Christian von Bar,

Hugh Beale,
Eric Clive,
Hans Schulte-Nölke
39
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Academic contributors and funders
The pan-European teams. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

The Study Group on a European Civil Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Its Co-ordinating Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
The Study Group’s Working Teams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
The Study Group’s Advisory Councils . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
The Acquis Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
The former Commission on European Contract Law . . . . . . . . . . . . . . . . . . . . . . . 47
The Compilation and Redaction Team. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
The pan-European teams
As indicated already, this first edition of the DCFR is the result of

more than 25 years’ collaboration of jurists from all jurisdictions of
the present Member States within the European Union. It began in
1982 with the constitution of the Commission on European Con-
tract Law (CECL) and was furthered by the establishment of the
Study Group in 1998 and the Acquis Group in 2002. From 2005
the Study Group, Acquis Group and Insurance Contract Group
formed the so-called. “drafting teams” of the CoPECL network. The
following DCFR is the result of the work of the Study Group, Acquis
Group und CECL.
The Study Group on a European Civil Code
The Study Group has had the benefit of Working (or Research)
Teams – groups of younger legal scholars under the supervision of
a senior member of the Group (a Team Leader) – which undertook
the basic comparative legal research, developed the drafts for discus-
sion and assembled the extensive material required for the notes.
41
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Furthermore, to each Working Team was allocated a consultative

body – an Advisory Council. These bodies – deliberately kept small
in the interests of efficiency – were formed from leading experts in
the relevant field of law who are representative of the major Euro-
pean legal systems. The proposals drafted by the Working Teams and
critically scrutinised and improved in a series of meetings by the
respective Advisory Council were submitted for discussion on a re-
volving basis to the actual decision-making body of the Study Group
on a European Civil Code, the Co-ordinating Group. Until June
2004 the Co-ordinating Group consisted of representatives from all
the jurisdictions belonging to the EU immediately prior to its enlar-
gement in Spring 2004 and in addition legal scholars from Estonia,
Hungary, Norway, Poland, Slovenia and Switzerland. Representa-
tives from the Czech Republic, Malta, Latvia, Lithuania and Slova-
kia joined us after the June 2004 meeting in Warsaw and represen-
tatives from Bulgaria and Romania after the December 2006 meeting
in Lucerne. Besides its permanent members, other participants in the
Co-ordinating Group with voting rights included all the Team Lea-
ders and – when the relevant material was up for discussion – the
members of the Advisory Council concerned. The results of the
deliberations during the week-long sitting of the Co-ordinating
Group were incorporated into the text of the Articles and the com-
mentaries which returned to the agenda for the next meeting of the
Co-ordinating Group (or the next but one depending on the work
load of the Group and the Team affected). Each part of the project
was the subject of debate on manifold occasions, some stretching
over many years. Where a unanimous opinion could not be achieved,
majority votes were taken.
Its Co-ordinating Group
The Study Group’s Co-ordinating Group has (or had) the following
members: Professor Guido Alpa (Genua/Rome, until May 2005),
Professor Christian von Bar (Osnabrück; chairman), Professor Maurits
Barendrecht (Tilburg, until May 2005), Professor Hugh Beale (War-
wick), Dr. Mircea-Dan Bocsan (Cluj, since June 2007), Professor Mi-
chael Joachim Bonell (Rome), Professor Mifsud G. Bonnici (Valetta,
42
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The Study Group’s Working Teams
since December 2004), Professor Carlo Castronovo (Milan), Professor

Eric Clive (Edinburgh), Professor Eugenia Dacoronia (Athens), Pro-
fessor Ulrich Drobnig (Hamburg), Professor Bénédicte Fauvarque-Cos-
son (Paris), Professor Marcel Fontaine (Leuven, until December
2003), Professor Andreas Furrer (Lucerne, since December 2003),
Professor Júlio Manuel Vieira Gomes (Oporto), Professor Viggo Hag-
strøm (Oslo, since June 2002), Justitierådet Professor Torgny Håstad
(Stockholm), Professor Johnny Herre (Stockholm), Professor Martijn
Hesselink (Amsterdam), Professor Ewoud Hondius (Utrecht, until
May 2005), Professor Jérôme Huet (Paris), Professor Giovanni Iudica
(Milan, since June 2004), Dr. Monika Jurčova (Trnava, since June
2006), Professor Konstantinos Kerameus (Athens), Professor Ole
Lando (Copenhagen), Professor Kåre Lilleholt (Bergen, since June
2003), Professor Marco Loos (Amsterdam); Professor Brigitta Lurger
(Graz), Professor Hector MacQueen (Edinburgh), Professor Ewan
McKendrick (Oxford), Professor Valentinas Mikelenas (Vilnius, since
December 2004), Professor Eoin O’Dell (Dublin, until June 2006),
Professor Edgar du Perron (Amsterdam), Professor Denis Philippe
(Leuven, since June 2004), Professor Jerzy Rajski (Warsaw), Professor
Christina Ramberg (Gothenburg), Judge Professor Encarna Roca y
Trias (Madrid/Barcelona), Professor Peter Schlechtriem† (Freiburg i.
Br.), Professor Martin Schmidt-Kessel (Osnabrück, since December
2004), Professor Jorge Sinde Monteiro (Coimbra, until December
2004), Professor Lena Sisula-Tulokas (Helsinki), Professor Sophie
Stijns (Leuven), Professor Matthias Storme (Leuven), Dr. Stephen
Swann (Osnabrück), Professor Christian Takoff (Sofia, since June
2007), Professor Lubos̆ Tichý (Prague, since June 2005), Professor
Verica Trstenjak (Maribor, until December 2006), Professor Vibe Ulf-
beck (Copenhagen, since June 2006), Professor Paul Varul (Tartu,
since June 2003), Professor Lajos Vékás (Budapest), Professor Anna
Veneziano (Teramo).
The Study Group’s Working Teams
Permanent working teams were and continue to be based in various

European universities and research institutions. The teams’ former
and present “junior members” conducted research into basically
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three main areas of private law: contract law, the law of extra-con-
tractual obligations, and property law. They sometimes stayed for
one or two years only, but often considerably longer in order addi-
tionally to pursue their own research projects. The meetings of the
Co-ordinating Group and of numerous Advisory Councils were or-
ganised from Osnabrück, in conjunction with the relevant host, by
Ina El Kobbia.
The members of the Working Teams were: Begoña Alfonso de la Riva,

Georgios Arnokouros, Dr. Erwin Beysen, Christopher Bisping, Ole Böger,
Manuel Braga, Dr. Odavia Bueno Díaz, Dr. Sandie Calme, Dr. Rui
Cascăo, Cristiana Cicoria, Martine Costa, Inês Couto Guedes, Dr. John
Dickie, Dr. Evlalia Eleftheriadou, Dr. Wolfgang Faber, Silvia Fedrizzi, Dr.
Francesca Fiorentini, Dr. Andreas Fötschl, Laetitia Franck, Dr. Caterina
Gozzi, Allessio Greco, Lodewijk Gualthérie van Weezel, Stéphanie van
Gulijk, Judith Hauck, Dr. Lars Haverkamp, Annamaria Herpai, Dr.
Viola Heutger, Dr. Matthias Hünert, Professor Chris Jansen, Dr. Chris-
toph Jeloschek, Menelaos Karpathakis, Dr. Stefan Kettler, Ina El Kobbia,
Dr. Berte-Elen R. Konow, Rosalie Koolhoven, Caroline Lebon, Jacek
Lehmann, Martin Lilja, Roland Lohnert, Birte Lorenzen, Dr. María Án-
geles, Martín Vida, Almudena de la Mata Muñoz, Pádraic McCannon,
Dr. Mary-Rose McGuire, Paul McKane, José Carlos de Medeiros Nó-
brega, Dr. Andreas Meidell, Philip Mielnicki, Anastasios Moraitis, Sandra
Müller, Franz Nieper, Teresa Pereira, Dr. Andrea Pinna, Sandra Rohlf-
ing, Dr. Jacobien W. Rutgers, Johan Sandstedt, Marta dos Santos Silva,
Dr. Mårten Schultz, Manola Scotton†, Frank Seidel, Susan Singleton, Dr.
Hanna Sivesand, Dr. Malene Stein Poulsen, Dimitar Stoimenov, Dr.
Stephen Swann, Ferenc Szilágyi, Dr. Amund Bjøranger Tørum, Muriel
Veldman, Carles Vendrell Cervantes, Ernest Weiker, Aneta Wiewiorows-
ka, Bastian Willers.
The Study Group’s Advisory Councils
The members of the Advisory Councils to the permanent working

teams (who not infrequently served more than one team or per-
formed other functions besides) were: Professor John W. Blackie
(Strathclyde), Professor Michael G. Bridge (London), Professor Angel
44
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The Acquis Group
Carrasco (Toledo), Professor Carlo Castronovo (Milan), Professor Eric

Clive (Edinburgh), Professor Pierre Crocq (Paris); Professor Eugenia
Dacoronia (Athens), Professor Bénédicte Fauvarque-Cosson (Paris),
Professor Jacques Ghestin (Paris), Professor Júlio Manuel Vieira Gomes
(Oporto), Professor Helmut Grothe (Berlin), Justitierådet Professor
Torgny Håstad (Stockholm), Professor Johnny Herre (Stockholm),
Professor Jérôme Huet (Paris), Professor Giovanni Iudica (Milan), Dr.
Monika Jurčova (Trnava), Professor Jan Kleineman (Stockholm), Pro-
fessor Irene Kull (Tartu), Professor Denis Mazeaud (Paris), Professor
Hector MacQueen (Edinburgh), Professor Ewan McKendrick (Ox-
ford), Professor Graham Moffat (Warwick), Professor Andrea Nico-
lussi (Milan), Professor Eoin O’Dell (Dublin), Professor Guillermo
Palao Moreno (Valencia), Professor Edgar du Perron (Amsterdam),
Professor Maria A. L. Puelinckx-van Coene (Antwerp), Professor Phi-
lippe Rémy (Poitiers), Professor Peter Schlechtriem† (Freiburg i. Br.),
Professor Martin Schmidt-Kessel (Osnabrück), Dr. Kristina Siig (Ar-
hus), Professor Matthias Storme (Leuven), Dr. Stephen Swann (Osnab-
rück), Professor Stefano Troiano (Verona), Professor Antoni Vaquer
Aloy (Lleida), Professor Anna Veneziano (Rome), Professor Alain Ver-
beke (Leuven and Tilburg), Professor Anders Victorin† (Stockholm),
Professor Sarah Worthington (London).
The Acquis Group
The Acquis Group texts result from a drafting process which in-
volved individual Drafting Teams, the Redaction Committee, the
Terminology Group, and the Plenary Meeting. The Drafting Teams
produced a first draft of rules with comments for their topic or area
on the basis of a survey of existing EC law. The drafts were then
passed on to the Redaction Committee and to the Terminology
Group which formulated proposals for making the various drafts by
different teams dovetail with each other, also with a view towards
harmonising the use of terminology and improving the language and
consistency of drafts. All draft rules were debated several times at,
and finally adopted by, Plenary Meetings of the Acquis Group, which
met twice a year. Several drafts which were adopted by Plenary
Meetings (in particular those on pre-contractual information duties,
45
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unfair terms and withdrawal) were subsequently presented and dis-

cussed at CFR-Net Stakeholder Meetings. Their comments were
considered within a second cycle of drafting and consolidation of
the Acquis Principles.
The following members of the Acquis Group took part in the Plenary
Meetings: Professor Gianmaria Ajani (Torino, speaker), Professor Es-
ther Arroyo i Amayuelas (Barcelona), Professor Carole Aubert de Vin-
celles (Lyon), Dr. Guillaume Busseuil (Paris), Dr. Simon Chardenoux
(Paris), Professor Giuditta Cordero Moss (Oslo), Professor Gerhard
Dannemann (Berlin), Dr. Martin Ebers (Barcelona), Professor Silvia
Ferreri (Torino), Professor Lars Gorton (Lund), Professor Michele Gra-
ziadei (Torino), Professor Hans Christoph Grigoleit (Regensburg), Pro-
fessor Luc Grynbaum (Paris), Professor Geraint Howells (Lancaster),
Professor Tsvetana Kamenova (Sofia), Professor Konstantinos Kera-
meus (Athens), Professor Stefan Leible (Bayreuth), Professor Eva Lin-
dell-Frantz (Lund), Dr. hab. Piotr Machnikowski (Wrocław), Professor
Ulrich Magnus (Hamburg), Professor Peter Møgelvang-Hansen (Co-
penhagen), Professor Susana Navas Navarro (Barcelona), Dr. Paolisa
Nebbia (Oxford), Dr. Barbara Pasa (Torino), Professor Thomas Pfeiffer
(Heidelberg), Professor António Pinto Monteiro (Coimbra), Professor
Jerzy Pisulinski (Kraków), Professor Elise Poillot (Paris), Professor Ju-
dith Rochfeld (Paris), Professor Ewa Rott-Pietrzyk (Katowice), Profes-
sor Søren Sandfeld Jakobsen (Copenhagen), Professor Hans Schulte-
Nölke (Bielefeld, co-ordinator), Professor Reiner Schulze (Münster),
Professor Carla Sieburgh (Nijmegen), Dr. Sophie Stalla-Bourdillon
(Florence), Professor Matthias Storme (Antwerp / Leuven), Dr. hab.
Maciej Szpunar (Katowice), Professor Evelyne Terryn (Leuven), Dr.
Christian Twigg-Flesner (Hull), Professor Antoni Vaquer Aloy (Lleida),
Professor Thomas Wilhelmsson (Helsinki), Professor Fryderyk Zoll
(Kraków).
The members of the Redaction Committee are, besides the speaker

(Gianmaria Ajani) and the coordinator (Hans Schulte-Nölke) of the
Acquis Group, Gerhard Dannemann (Chair), Luc Grynbaum, Reiner
Schulze, Matthias Storme, Christian Twigg-Flesner, and Fryderyk Zoll.
The Terminology Group consists of Gerhard Dannemann (Chair), Sil-
via Ferreri and Michele Graziadei.
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The former Commission on European Contract Law
Members of the individual Acquis Group Drafting Teams are: ‘Con-

tract I’ (originally organised in the subteams Definition of Consumer
and Business, Form, Good Faith, Pre-contractual Information Du-
ties, Formation, Withdrawal, Non-negotiated Terms): Esther Arroyo i
Amayuelas, Martin Ebers, Christoph Grigoleit, Peter Møgelvang-Hansen,
Barbara Pasa, Thomas Pfeiffer, Hans Schulte-Nölke, Reiner Schulze,
Evelyne Terryn, Christian Twigg-Flesner, Antoni Vaquer Aloy; ‘Contract
II’ (responsible for Performance, Non-Performance, Remedies): Car-
ole Aubert de Vincelles, Piotr Machnikowski, Ulrich Magnus, Jerzy Pisu-
liłski, Judith Rochfeld, Reiner Schulze, Matthias Storme, Maciej Szpunar,
Fryderyk Zoll; E-Commerce: Stefan Leible, Jerzy Pisulinski, Fryderyk
Zoll; Non-discrimination: Stefan Leible, Susana Navas Navarro, Jerzy
Pisulinski, Fryderyk Zoll; Specific Performance: Lars Gorton, Geraint
Howells.
The former Commission on European Contract Law
The members of the three consecutive commissions of the Comms-

sion on European Contract Law which met under the chairmanship
of Professor Ole Lando (Copenhagen) from 1982 to 1999 were: Pro-
fessor Christian von Bar (Osnabrück), Professor Hugh Beale (War-
wick); Professor Alberto Berchovitz (Madrid), Professor Brigitte Ber-
lioz-Houin (Paris), Professor Massimo Bianca (Rome), Professor
Michael Joachim Bonell (Rome), Professor Michael Bridge (London),
Professor Carlo Castronovo (Milan), Professor Eric Clive (Edinburgh),
Professor Isabel de Magalhães Collaço† (Lisbon), Professor Ulrich
Drobnig (Hamburg), Bâtonnier Dr. André Elvinger, Maître Marc El-
vinger (Luxembourg), Professor Dimitri Evrigenis† (Thessaloniki),
Professor Carlos Fereira di Almeida (Lisbon), Professor Sir Roy
M. Goode (Oxford), Professor Arthur Hartkamp (The Hague), Pro-
fessor Ewoud Hondius (Utrecht), Professor Guy Horsmans (Louvain
la Neuve), Professor Roger Houin† (Paris), Professor Konstantinos
Kerameus (Athens), Professor Bryan MacMahon (Cork), Professor
Hector MacQueen (Edinburgh), Professor Willibald Posch (Graz), Pro-
fessor André Prum (Nancy), Professor Jan Ramberg (Stockholm), Pro-
fessor Georges Rouhette (Clermont-Ferrand), Professor Pablo Salvador
Coderch (Barcelona), Professor Fernando Martinez Sanz (Castellon),
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Professor Matthias E. Storme (Leuven), Professor Denis Tallon (Paris),

Dr. Frans J. A. van der Velden (Utrecht), Dr. J. A. Wade (The Hague),
Professor William A. Wilson† (Edinburgh), Professor Thomas Wil-
helmsson (Helsinki), Professor Claude Witz (Saarbrücken), Professor
Reinhard Zimmermann (Regensburg).
The Compilation and Redaction Team
To coordinate between the Study and Acquis Groups, to integrate

the PECL material revised for the purposes of the DCFR, and for
revision and assimilation of the drafts from the sub-projects we es-
tablished a “Compilation and Redaction Team” (CRT) at the begin-
ning of 2006. The CRT members are (or were) Professors Christian
von Bar (Osnabrück), Hugh Beale (Warwick), Eric Clive (Edinburgh),
Johnny Herre (Stockholm), Jérôme Huet (Paris), Peter Schlechtriem†
(Freiburg i.Br.), Hans Schulte-Nölke (Bielefeld), Matthias Storme
(Leuven), Stephen Swann (Osnabrück), Paul Varul (Tartu), Anna
Veneziano (Rome) and Fryderyk Zoll (Cracow); it was chaired by Eric
Clive and Christian von Bar (Osnabrück). Professor Clive carried the
main drafting and editorial burden at the later (CRT) stages; he is
also the main drafter of the list of terminology in Annex 1 of the
DCFR. He was assisted by Ashley Theunissen (Edinburgh). Over the
course of several years Johan Sandstedt (Bergen) took care of the
Mastercopy of this DCFR and repeatedly brought it up to date.
Funding
The DCFR is the result of years of work by many pan-European teams

of jurists. They have been financed from diverse sources which can-
not all be named here.1 Before we came together with other teams in
1 A complete survey of the sponsors of the Study Group on a European

Civil Code will be found in the opening pages of the most recent
volume of the Study Group on a European Civil Code’s “Principles of
European Law (PEL)” series (as to which see para. 26 above). The
sponsors of the Commission on European Contract Law are mentioned
48
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Funding
May 2005 to form the “Network of Excellence”2 under the European

Commission’s sixth framework programme for research, from which
funds our research has since been supported, the members of the
Study Group on a European Civil Code had the benefit of funding
from national research councils. Among others the Deutsche For-
schungsgemeinschaft (DFG) provided over several years the lion’s
share of the financing including the salaries of the Working Teams
based in Germany and the direct travel costs for the meetings of the
Coordinating Group and the numerous Advisory Councils. The
work of the Dutch Working Teams was financed by the Nederlandse
Organisatie voor Wetenschappelijk Onderzoek (NWO). Further person-
nel costs were met by the Flemish Fonds voor Wetenschappelijk On-
derzoek-Vlaanderen (FWO), the Greek Onassis-Foundation, the Aus-
trian Fonds zur Förderung der wissenschaftlichen Forschung, the
Portuguese Fundação Calouste Gulbenkian and the Norges forsknings-
råd (the Research Council of Norway). The Acquis Group received
substantial support from its preceding Training and Mobility Net-
works on ‘Common Principles of European Private Law’ (1997-
2002) under the fourth EU Research Framework Programme3 and
on ‘Uniform Terminology for European Private Law’ (2002-2006)
under the fifth Research Framework Programme.4 We are extremely
indebted to all who in this way have made our work possible.
in the preface of both volumes of the Principles of European Contract

Law (fn. 1 above).
2 “CoPECL: Common Principles of European Contract Law”.
3 TMR (Training and Mobility) Network ‘Common Principles of Euro-
pean Private Law’ of the Universities of Barcelona, Berlin (Humboldt),
Lyon III, Münster (co-ordinator of the Network: Professor Reiner
Schulze) Nijmegen, Oxford and Turin. funded under the 4th EU Re-
search Framework Programme 1997-2002.
4 TMR (Training and Mobility) Network ‘Uniform Terminology for Eu-
ropean Private Law’ of the Universities of University of Barcelona,
Lyon III, Münster, Nijmegen, Oxford, Turin (co-ordinator of the Net-
work: Professor Gianmaria Ajani), Warsaw, funded under the 5th EU
Research Framework Programme 2002-2006.
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Table of Destinations
An entry in this table indicates a model rule which addresses the

same legal issue as that dealt with in the relevant article of the PECL.
It does not imply that the corresponding model rule is in the same
terms or to the same effect.
PECL DCFR Model Rules

Chapter 1 1:101
(1) I. – 1:101(1)
(2) –
(3) –
(4) –
1:102 II. – 1:102(1)
(1) II. – 1:102(2)
(2)
1:103 –
1:104 –
1:105 II. – 1:104(1), (2)
1:106 I. – 1:102(1), (3), (4)
1:107 –
1:201
(1) II. – 3:301(2);
III. – 1:103(1)
(2) III. – 1:103(2)
1:202 III. – 1:104
1:301
(1) I. – 1:103(1),
Annex 1: “Conduct”
(2) I. – 1:103(1),
Annex 1: “Court”
(3) –
(4) I. – 1:103(1),
Annex 1: “Non-performance”;
III. – 1:101(3)
(5) –
(6) I. – 1:105
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1:302 I. – 1:103(1),
Annex 1: “Reasonable”
1:303
(1) II. – 1:106(2)
(2) II. – 1:106(3)
(3) II. – 1:106(4)
(4) III. – 3:106
(5) II. – 1:106(5)
(6) II. – 1:106(1)
1:304 I. – 1:104, Annex 2
1:305 II. – 1:105
Chapter 2 2:101
(1) II. – 4:101
(2) II. – 1:107(1)
2:102 II. – 4:102
2:103 II. – 4:103
2:104 II. – 9:103(1)
(1)
(2) II. – 9:103(3)(b)
2:105 II. – 4:104
2:106 II. – 4:105
2:107 II. – 1:107(2)
2:201 II. – 4:201
2:202 II. – 4:202
2:203 II. – 4:203
2:204 II. – 4:204
2:205 II. – 4:205
2:206 II. – 4:206
2:207 II. – 4:207
2:208 II. – 4:208
2:209
(1) II. – 4:209(1)
(2) II. – 4:209(2)
(3) I. – 1:103(1),
Annex 1: “Standard terms”
2:210 II. – 4:210
2:211 II. – 4:211
2:301 II. – 3:301(1), (3), (4)
2:302 II. – 3:302(1), (4)
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Chapter 3 3:101
(1) II. – 6:101(1)
(2) –
(3) II. – 6:101(3)
3:102 –
3:201
(1) II. – 6:103(2)
(2) II. – 6:104(2)
(3) II. – 6:103(3)
3:202 II. – 6:105
3:203 II. – 6:108
3:204
(1) II. – 6:107(1)
(2) II. – 6:107(2), (3)
3:205 II. – 6:109
3:206 II. – 6:104(3)
3:207 II. – 6:111(1), (2)
3:208 –
3:209 II. – 6:112(1), (3), (4)
3:301 II. – 6:106
3:302 –
3:303 –
3:304 –
Chapter 4 4:101 II. – 7:101(2)
4:102 II. – 7:102
4:103 II. – 7:201
4:104 II. – 7:202(1)
4:105 II. – 7:203
4:106 II. – 7:204
4:107 II. – 7:205
4:108 II. – 7:206
4:109 II. – 7:207
4:110
(1) II. – 9:404 – II. – 9:406;
II. – 9:408 – II. – 9:409
(2) II. – 9:407(2)
4:111 II. – 7:208
4:112 II. – 7:209
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4:113
(1) II. – 7:210
(2) –
4:114 II. – 7:211
4:115 II. – 7:212(2)
4:116 II. – 7:213
4:117 II. – 7:214
4:118 II. – 7:215
4:119 II. – 7:216
Chapter 5 5:101 II. – 8:101
5:102 II. – 8:102(1)
5:103 II. – 8:103
5:104 II. – 8:104
5:105 II. – 8:105
5:106 II. – 8:106
5:107 II. – 8:107
Chapter 6 6:101 II. – 9:102(1)–(4)
6:102 II. – 9:101(2)
6:103 II. – 9:201(1)
6:104 II. – 9:104
6:105 II. – 9:105
6:106 II. – 9:106
6:107 II. – 9:107
6:108 II. – 9:108
6:109 III. – 1:109(2)
6:110
(1) II. – 9:301(1)
(2) II. – 9:303(1)
(3) II. – 9:303(2), (3)
6:111 III. – 1:110
Chapter 7 7:101 III. – 2:101(1),(2)
7:102 III. – 2:102
7:103 III. – 2:103
7:104 III. – 2:104
7:105 III. – 2:105
7:106 III. – 2:107(1), (2)
7:107 III. – 2:108
7:108 III. – 2:109(1)–(3)
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7:109 III. – 2:110
7:110 III. – 2:111
7:111 III. – 2:112(1)
7:112 III. – 2:113(1)
Chapter 8 8:101 III. – 3:101
8:102 III. – 3:102
8:103 III. – 3:502(2)
8:104 III. – 3:202;
III. – 3:203
8:105
(1) III. – 3:401(2)
(2) III. – 3:505
8:106
(1) III. – 3:103(1)
(2) III. – 3:103(2), (3)
(3) III. – 3:503;
III. – 3:507(2)
8:107 III. – 2:106
8:108 III. – 3:104(1), (3), (5)
8:109 III. – 3:105
Chapter 9 9:101 III. – 3:301
9:102 III. – 3:302
9:103 III. – 3:303
9:201 III. – 3:401(1), (2), (4)
9:301
(1) III. – 3:502(1)
(2) –
9:302 III. – 3:506
9:303
(1) III. – 3:507(1)
(2) III. – 3:508
(3) III. – 3:508
(4) III. – 3:104(4)
9:304 III. – 3:504
9:305 III. – 3:509
9:306 III. – 3:510
9:307 – 9:309 III. – 3:511 et seq.
9:401 III. – 3:601
9:501 III. – 3:701
9:502 III. – 3:702
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9:503 III. – 3:703
9:504 III. – 3:704
9:505 III. – 3:705
9:506 III. – 3:706
9:507 III. – 3:707
9:508 III. – 3:708
9:509 III. – 3:710
9:510 III. – 3:711
Chapter 10 10:101 III. – 4:102
10:102 III. – 4:103
10:103 III. – 4:104
10:104 III. – 4:105
10:105 III. – 4:106
10:106 III. – 4:107
10:107 III. – 4:108
10:108
(1) III. – 4:109(1)
(2) –
(3) III. – 4:109(2)
10:109 III. – 4:110
10:110 III. – 4:111
10:111 III. – 4:112
10:201 III. – 4:202
10:202 III. – 4:204
10:203 III. – 4:205
10:204 III. – 4:206
10:205 III. – 4:207
Chapter 11 11:101
(1) III. – 5:101(1)
(2) III. – 5:101(1)
(3) III. – 5:101(2)
(4) III. – 5:103(1)
(5) –
11:102
(1) III. – 5:105(1)
(2) III. – 5:106(1)
11:103 III. – 5:107
11:104 III. – 5:110
11:201 III. – 5:115
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11:202 III. – 5:114(1), (2)
11:203 III. – 5:108(1), (3)
11:204 III. – 5:112(2), (4), (6)
11:301(1) III. – 5:108(2), (4) – (6)
11:302 III. – 5:109
11:303
(1) III. – 5:118(1);
III. – 5:119(2)
(2) III. – 5:119(3), (4)
(3) III. – 5:119(1)
(4) III. – 5:118(1)
11:304 III. – 5:118(2)
11:305 –
11:306 III. – 5:117
11:307 III. – 5:116(1), (3)
11:308 –
11:401
(1) III. – 5:120(1)
(2) III. – 5:114(3)
(3) III. – 5:108(3)
(4) III. – 5:108(3)
Chapter 12 12:101 III. – 5:201
12:102 III. – 5:202
12:201 III. – 5:301
Chapter 13 13:101 III. – 6:102
13:102 III. – 6:103
13:103 III. – 6:104
13:104 III. – 6:105
13:105 III. – 6:106
13:106 III. – 6:107
13:107 III. – 6:108
Chapter 14 14:101 III. – 7:101
14:201 III. – 7:201
14:202 III. – 7:202
14:203 III. – 7:203
14:301 III. – 7:301
14:302 III. – 7:302
14:303 III. – 7:303
14:304 III. – 7:304
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14:305 III. – 7:305
14:306 III. – 7:306
14:307 III. – 7:307
14:401 III. – 7:401
14:402 III. – 7:402
14:501 III. – 7:501
14:502 III. – 7:502
14:503 III. – 7:503
14:601 III. – 7:601
Chapter 15 15:101 II. – 7:301
15:102 II. – 7:302
15:103 – (gone)
15:104 II. – 7:304
15:105 II. – 7:305
Chapter 16 16:101 III. – 1:106(1)
16:102 III. – 1:106(4)
16:103 III. – 1:106(2), (3)
Chapter 17 17:101 III. – 3:709
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Table of Derivations
An entry in this table indicates an article of the PECL which ad-

dresses the same legal issue as that dealt with in the relevant model
rule. It does not imply that the article of the PECL is in the same
terms or to the same effect.
DCFR Model Rules PECL

Book I I. – 1:101
(1) 1:101(1)
(2) –
(3) –
I. – 1:102
(1) 1:106(1), 1st sent.
(2) –
(3) 1:106(1), 2nd sent.
(4) 1:106(2), 1st sent.
(5) –
I. – 1:103
(1) (with Annex 1) 1:301(1), (2), (4)
1:302
2:209(3)
(2) –
I. – 1:104 (with Annex 2) 1:304
I. – 1:105 1:301(6)
I. – 1:106 –
Book II II. – 1:101 –
II. – 1:102
(1) 1:102(1)
(2) 1:102(2)
(3) –
II. – 1:103
(1) –
(2) 2:107
(3) –
II. – 1:104
(1) 1:105(1)
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(2) 1:105(2)
(3) –
II. – 1:105 1:305
II. – 1:106
(1) 1:303(6)
(2) 1:303(1)
(3) 1:303(2)
(4) 1:303(3)
(5) 1:303(5)
(6) –
(7) –
II. – 1:107
(1) 2:101(2)
(2) –
II. – 1:108 –
II. – 1:109 –
II. – 2:101 –
II. – 2:102 –
II. – 2:103 –
II. – 2:104 –
II. – 2:105 –
II. – 3:101 –
II. – 3:102 –
II. – 3:103 –
II. – 3:104 –
II. – 3:105 –
II. – 3:106 –
II. – 3:107 –
II. – 3:201 –
II. – 3:301
(1) 2:301(1)
(2) 1:201(1)
(3) 2:301(2)
(4) 2:301(3)
II. – 3:302
(1) 2:302, 1st sent.
(2) –
(3) –
(4) 2:302, 2nd sent.
II. – 3:401 –
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II. – 4:101 2:101(1)
II. – 4:102 2:102
II. – 4:103 2:103
II. – 4:104 2:105
II. – 4:105 2:106
II. – 4:201 2:201
II. – 4:202 2:202
II. – 4:203 2:203
II. – 4:204 2:204
II. – 4:205 2:205
II. – 4:206 2:206
II. – 4:207 2:207
II. – 4:208 2:208
II. – 4:209 2:209(1), (2)
II. – 4:210 2:210
II. – 4:211 2:211
II. – 4:301 –
II. – 4:302 –
II. – 4:303 –
II. – 5:101 –
II. – 5:102 –
II. – 5:103 –
II. – 5:104 –
II. – 5:105 –
II. – 5:106 –
II. – 5:201 –
II. – 5:202 –
II. – 6:101
(1) 3:101(1)
(2) –
(3) 3:101(3)
II. – 6:102 –
II. – 6:103
(1) –
(2) 3:201(1)
(3) 3:201(3)
II. – 6:104
(1) –
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(2) 3:201(2)
(3) 3:206
II. – 6:105 3:202
II. – 6:106 3:301
II. – 6:107 3:204
II. – 6:108 3:203
II. – 6:109 3:205
II. – 6:110 –
II. – 6:111
(1) 3:207(1)
(2) 3:207(2)
(3) –
II. – 6:112
(1) 3:209(1)
(2) –
(3) 3:209(2)
(4) 3:209(3)
II. – 7:101
(1) –
(2) 4:101
(3) –
II. – 7:102 4:102
II. – 7:201 4:103
II. – 7:202 4:104
II. – 7:203 4:105
II. – 7:204 4:106
II. – 7:205 4:107
II. – 7:206 4:108
II. – 7:207 4:109
II. – 7:208 4:111
II. – 7:209 4:112
II. – 7:210 4:113(1)
II. – 7:211 4:114
II. – 7:212
(1) –
(2) 4:115
(3) –
II. – 7:213 4:116
II. – 7:214 4:117
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II. – 7:215 4:118
II. – 7:216 4:119
II. – 7:301 15:101
II. – 7:302 15:102
II. – 7:303 15:104
II. – 7:304 15:105
II. – 8:101 5:101
II. – 8:102
(1) 5:102
(2) –
II. – 8:103 5:103
II. – 8:104 5:104
II. – 8:105 5:105
II. – 8:106 5:106
II. – 8:107 5:107
II. – 8:201 –
II. – 8:202 –
II. – 9:101
(1) –
(2) 6:102
(3) –
(4) –
II. – 9:102
(1) 6:101(1)
(2) 6:101(2)
(3) 6:101(3)
(4) 6:101(3)
(5) –
II. – 9:103
(1) 2:104(1)
(2) –
(3)(a) –
(3)(b) 2:104(2)
II. – 9:104 6:104
II. – 9:105 6:105
II. – 9:106 6:106
II. – 9:107 6:107
II. – 9:108 6:108
II. – 9:201
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(1) 6:103
(2) –
II. – 9:301
(1) 6:110(1)
(2) –
(3) –
II. – 9:302 –
II. – 9:303 6:110(2), (3)
II. – 9:401 –
II. – 9:402 –
II. – 9:403 –
II. – 9:404 4:110(1)
II. – 9:405 4:110(1)
II. – 9:406 4:110(1)
II. – 9:407
(1) –
(2) 4:110(2)
II. – 9:408
(1) 4:110(1)
(2) –
II. – 9:409 4:110(1)
II. – 9:410 –
II. – 9:411 –
Book III III. – 1:101
(1) –
(2) –
(3) 1:301(4)
(4) –
(5) –
III. – 1:102 –
III. – 1:103
(1) 1:201(1)
(2) 1:201(2)
(3) –
III. – 1:104 1:202
III. – 1:105 –
III. – 1:106
(1) 16:101
(2) 16:103(1)
(3) 16:103(2)
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(4) 16:102
(5) –
III. – 1:107 –
III. – 1:108 –
III. – 1:109
(1) –
(2) 6:109
(3) –
III. – 1:110 6:111
III. – 2:101
(1) 7:101(1)
(2) 7:101(2), (3)
(3) –
III. – 2:102 7:102
III. – 2:103 7:103
III. – 2:104 7:104
III. – 2:105 7:105
III. – 2:106 8:107
III. – 2:107
(1) 7:106(1)
(2) 7:106(2)
(3) –
III. – 2:108 7:107
III. – 2:109
(1) 7:108(1)
(2) 7:108(2)
(3) 7:108(3)
(4) –
III. – 2:110 7:109
III. – 2:111 7:110
III. – 2:112
(1) 7:111
(2) –
III. – 2:113
(1) 7:112
(2) –
III. – 2:114 –
III. – 3:101 8:101
III. – 3:102 8:102
III. – 3:103
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(1) 8:106(1)
(2) 8:106(2), 1st sent.
(3) 8:106(2), 2nd sent.
III. – 3:104
(1) 8:108(1)
(2) –
(3) 8:108(2)
(4) 9:303(4)
(5) 8:108(3)
III. – 3:105 8:109
III. – 3:106 1:303(4)
III. – 3:201 –
III. – 3:202 8:104
III. – 3:203 8:104
III. – 3:204 –
III. – 3:301 9:101
III. – 3:302 9:102
III. – 3:303 9:103
III. – 3:401
(1) 9:201(1), 1st sent.
(2) 8:105(1);
9:201(2)
(3) –
(4) 9:201(1), 2nd sent.
III. – 3:501 –
III. – 3:502
(1) 9:301(1)
(2) 8:103
III. – 3:503 8:106(3)
III. – 3:504 9:304
III. – 3:505 8:105(2)
III. – 3:506 9:302
III. – 3:507
(1) 9:303(1)
(2) 8:106(3)
III. – 3:508 9:303(2)
III. – 3:508 9:303(3)
III. – 3:509 9:305
III. – 3:510 9:306
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III. – 3:511 9:307
III. – 3:511 9:308
III. – 3:511 9:309
III. – 3:512 –
III. – 3:513 9:309
III. – 3:514 –
III. – 3:515 –
III. – 3:601 9:401
III. – 3:701 9:501
III. – 3:702 9:502
III. – 3:703 9:503
III. – 3:704 9:504
III. – 3:705 9:505
III. – 3:706 9:506
III. – 3:707 9:507
III. – 3:708 9:508
III. – 3:709 17:101
III. – 3:710 9:509
III. – 3:711 9:510
III. – 4:101 –
III. – 4:102 10:101
III. – 4:103 10:102
III. – 4:104 10:103
III. – 4:105 10:104
III. – 4:106 10:105
III. – 4:107 10:106
III. – 4:108 10:107
III. – 4:109
(1) 10:108(1)
(2) 10:108(3)
(3) –
III. – 4:110 10:109
III. – 4:111 10:110
III. – 4:112 10:111
III. – 4:201 –
III. – 4:202 10:201
III. – 4:203 –
III. – 4:204 10:202
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III. – 4:205 10:203
III. – 4:206 10:204
III. – 4:207 10:205
III. – 5:101
(1) 11:101(1), (2)
(2) 11:101(3)
III. – 5:102 –
III. – 5:103
(1) 11:101(4)
(2) –
III. – 5:104 –
III. – 5:105
(1) 11:102(1)
(2) –
III. – 5:106
(1) 11:102(2)
(2) –
III. – 5:107 11:103
III. – 5:108
(1) 11:203
(2) 11:301(1)
(3) 11:203
(3) 11:401(3)
(3) 11:401(4)
(4) 11:301(1)
(5) 11:301(1)
(6) 11:301(2)
III. – 5:109 11:302
III. – 5:110 11:104
III. – 5:111 –
III. – 5:112
(1) –
(2) 11:204(a)
(3) –
(4) 11:204(b)
(5) –
(6) 11:204(c)
(7) –
III. – 5:113 –
III. – 5:114
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(1) 11:202(1)
(2) 11:202(2)
(3) 11:401(2)
III. – 5:115 11:201
III. – 5:116
(1) 11:307(1)
(2) –
(3) 11:307(2)
III. – 5:117 11:306
III. – 5:118
(1) 11:303(1), (4)
(2) 11:304
III. – 5:119
(1) 11:303(3)
(2) 11:303(1)
(3) 11:303(2)
(4) 11:303(2)
III. – 5:120
(1) 11:401(1)
(2) –
III. – 5:201 12:101
III. – 5:202 12:102
III. – 5:301 12:201
III. – 6:101 –
III. – 6:102 13:101
III. – 6:103 13:102
III. – 6:104 13:103
III. – 6:105 13:104
III. – 6:106 13:105
III. – 6:107 13:106
III. – 6:108 13:107
III. – 6:201 –
III. – 7:101 14:101
III. – 7:201 14:201
III. – 7:202 14:202
III. – 7:203 14:203
III. – 7:301 14:301
III. – 7:302 14:302
III. – 7:303 14:303
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III. – 7:304 14:304
III. – 7:305 14:305
III. – 7:306 14:306
III. – 7:307 14:307
III. – 7:401 14:401
III. – 7:402 14:402
III. – 7:501 14:501
III. – 7:502 14:502
III. – 7:503 14:503
III. – 7:601 14:601
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Model Rules
Book I
General provisions
I. – 1:101: Intended field of application 101

I. – 1:102: Interpretation and development 101
I. – 1:103: Definitions 102
I. – 1:104: Computation of time 102
I. – 1:105: Meaning of “in writing” and similar expressions 102
I. – 1:106: Meaning of “signature” and similar expressions 102
Book II
Contracts and other juridical acts
Chapter 1: General provisions 105

II. – 1:101: Definitions 105
II. – 1:102: Party autonomy 105
II. – 1:103: Binding effect 105
II. – 1:104: Usages and practices 106
II. – 1:105: Imputed knowledge etc. 106
II. – 1:106: Notice 106
II. – 1:107: Form 107
II. – 1:108: Mixed contracts 107
II. – 1:109: Partial invalidity or ineffectiveness 108
Chapter 2: Non-Discrimination 108

II. – 2:101:
Right not to be discriminated against 108
II. – 2:102:
Meaning of discrimination 108
II. – 2:103:
Exception 109
II. – 2:104:
Remedies 109
II. – 2:105:
Burden of proof 109
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Model Rules
Chapter 3: Marketing and pre-Contractual duties 110

Section 1: Information duties 110
II. – 3:101: Duty to disclose information about goods and
services 110
II. – 3:102: Specific duties for businesses marketing goods
or services to consumers 110
II. – 3:103: Duty to provide information when concluding
contract with a consumer who is at a particular
disadvantage 111
II. – 3:104: Information duties in direct and immediate
distance communication 111
II. – 3:105: Formation by electronic means 111
II. – 3:106: Clarity and form of information 112
II. – 3:107: Remedies for breach of information duties 112
Section 2: Duty to prevent input errors 113
II. – 3:201: Correction of input errors 113
Section 3: Negotiation and confidentiality duties 114
II. – 3:301: Negotiations contrary to good faith and fair
dealing 114
II. – 3:302: Breach of confidentiality 114
Section 4: Unsolicited goods or services 115
II. – 3:401 No obligation arising from failure to respond 115
Chapter 4: Formation 115

Section 1: General provisions 115
II. – 4:101: Requirements for the conclusion of a contract 115
II. – 4:102: How intention is determined 115
II. – 4:103: Sufficient agreement 116
II. – 4:104: Merger clause 116
II. – 4:105: Modification in certain form only 116
Section 2: Offer and acceptance 117
II. – 4:201: Offer 117
II. – 4:202: Revocation of offer 117
II. – 4:203: Rejection of offer 117
II. – 4:204: Acceptance 117
II. – 4:205: Time of conclusion of the contract 118
II. – 4:206: Time limit for acceptance 118
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Model Rules
II. – 4:207: Late acceptance 118

II. – 4:208: Modified acceptance 118
II. – 4:209: Conflicting standard terms 119
II. – 4:210: Formal confirmation of contract between
businesses 119
II. – 4:211: Contracts not concluded through offer and
acceptance 119
Section 3: Other juridical acts 120
II. – 4:301: Requirements for a unilateral juridical act 120
II. – 4:302: How intention is determined 120
II. – 4:303: Right or benefit may be rejected 120
Chapter 5: Right of withdrawal 120

Section 1: Exercise and effect 120
II. – 5:101: Scope and mandatory nature 120
II. – 5:102: Exercise of right to withdraw 121
II. – 5:103: Withdrawal period 121
II. – 5:104: Adequate notification of the right to withdraw 121
II. – 5:105: Effects of withdrawal 121
II. – 5:106: Linked contracts 122
Section 2: Particular rights of withdrawal 123
II. – 5:201: Contracts negotiated away from business
premises 123
II. – 5:202: Timeshare contracts 124
Chapter 6: Representation 125

II. – 6:101: Scope 125
II. – 6:102: Definitions 125
II. – 6:103: Authorisation 125
II. – 6:104: Scope of authority 126
II. – 6:105: When representative’s act affects principal’s
legal position 126
II. – 6:106: Representative acting in own name 126
II. – 6:107: Person purporting to act as representative
but not having authority 126
II. – 6:108: Unidentified principal 127
II. – 6:109: Conflict of interest 127
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Model Rules
II. – 6:110: Several representatives 127

II. – 6:111: Ratification 128
II. – 6:112: Effect of ending or restriction of authorisation 128
Chapter 7: Grounds of invalidity 128

II. – 7:101: Scope 128
II. – 7:102: Initial impossibility 129
Section 2: Vitiated consent or intention 129
II. – 7:201: Mistake 129
II. – 7:202: Inaccuracy in communication may be
treated as mistake 130
II. – 7:203: Adaptation of contract in case of mistake 130
II. – 7:204: Liability for loss caused by reliance on
incorrect information 130
II. – 7:205: Fraud 130
II. – 7:206: Coercion or threats 131
II. – 7:207: Unfair exploitation 131
II. – 7:208: Third persons 132
II. – 7:209: Notice of avoidance 132
II. – 7:210: Time 132
II. – 7:211: Confirmation 132
II. – 7:212: Effects of avoidance 133
II. – 7:213: Partial avoidance 133
II. – 7:214: Damages for loss 133
II. – 7:215: Exclusion or restriction of remedies 133
II. – 7:216: Overlapping remedies 134
Section 3: Infringement of fundamental principles or
mandatory rules 134
II. – 7:301: Contracts infringing fundamental principles 134
II. – 7:302: Contracts infringing mandatory rules 134
II. – 7:303: Effects of nullity or avoidance 135
II. – 7:304: Damages for loss 135
Chapter 8: Interpretation 135

Section 1: Interpretation of contracts 135
II. – 8:101: General rules 135
II. – 8:102: Relevant matters 136
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Model Rules
II. – 8:103: Interpretation against party supplying term 136

II. – 8:104: Preference for negotiated terms 137
II. – 8:105: Reference to contract as a whole 137
II. – 8:106: Preference for interpretation which gives
terms effect 137
II. – 8:107: Linguistic discrepancies 137
Section 2: Interpretation of other juridical acts 137
II. – 8:201: General rules 137
II. – 8:202: Application of other rules by analogy 138
Chapter 9: Contents and effects of contracts 138

Section 1: Contents 138
II. – 9:101: Terms of a contract 138
II. – 9:102: Certain pre-contractual statements regarded
as contract terms 138
II. – 9:103: Terms not individually negotiated 139
II. – 9:104: Determination of price 140
II. – 9:105: Unilateral determination by a party 140
II. – 9:106: Determination by a third person 140
II. – 9:107: Reference to a non-existent factor 140
II. – 9:108: Quality 140
Section 2: Simulation 141
II. – 9:201: Effect of simulation 141
Section 3: Effect of stipulation in favour of a third party 141
II. – 9:301: Basic rules 141
II. – 9:302: Rights, remedies and defences 141
II. – 9:303: Rejection or revocation of benefit 142
Section 4: Unfair terms 142
II. – 9:401: Mandatory nature of following provisions 142
II. – 9:402: Duty of transparency in terms not individually
negotiated 142
II. – 9:403: Meaning of “not individually negotiated” 143
II. – 9:404: Meaning of “unfair” in contracts between a
business and a consumer 143
II. – 9:405: Meaning of “unfair” in contracts between
non-business parties 143
businesses 143
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II. – 9:407: Exclusions from unfairness test 144

II. – 9:408: Factors to be taken into account in assessing
unfairness 144
II. – 9:409: Effects of unfair terms 144
II. – 9:410: Exclusive jurisdiction clauses 144
II. – 9:411: Terms which are presumed to be unfair in
contracts between a business and a consumer 145
Book III
Obligations and corresponding rights
Chapter 1: General 149

III. – 1:101: Definitions 149
III. – 1:102: Scope of Book 149
III. – 1:103: Good faith and fair dealing 150
III. – 1:104: Co-operation 150
III. – 1:105: Non-discrimination 150
III. – 1:106: Conditional rights and obligations 150
III. – 1:107: Time-limited rights and obligations 151
III. – 1:108: Variation or termination by agreement 151
III. – 1:109: Variation or termination by notice 151
III. – 1:110: Variation or termination by court on a
change of circumstances 152
Chapter 2: Performance 153

III. – 2:101: Place of performance 153
III. – 2:102: Time of performance 153
III. – 2:103: Early performance 153
III. – 2:104: Order of performance 154
III. – 2:105: Alternative obligations or methods of
performance 154
III. – 2:106: Performance entrusted to another 154
III. – 2:107: Performance by a third person 154
III. – 2:108: Method of payment 155
III. – 2:109: Currency of payment 155
III. – 2:110: Imputation of performance 155
III. – 2:111: Property not accepted 156
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III. – 2:112: Money not accepted 157

III. – 2:113: Costs and formalities of performance 157
III. – 2:114: Extinctive effect of performance 157
Chapter 3: Remedies for non-Performance 157

Section 1: General 157
III. – 3:101: Remedies available 157
III. – 3:102: Cumulation of remedies 158
III. – 3:103: Notice fixing additional period for
performance 158
III. – 3:104: Excuse due to an impediment 158
III. – 3:105: Term excluding or restricting remedies 159
III. – 3:106: Notices relating to non-performance 159
III. – 3:107: Failure to notify non-conformity 159
Section 2: Cure by debtor of non-conforming performance 160
III. – 3:201: Scope 160
III. – 3:202: Cure by debtor: general rules 160
III. – 3:203: When creditor need not allow debtor an
opportunity to cure 160
III. – 3:204: Consequences of allowing debtor
opportunity to cure 161
Section 3: Right to enforce performance 161
III. – 3:301: Monetary obligations 161
III. – 3:302: Non-monetary obligations 161
III. – 3:303: Damages not precluded 162
Section 4: Withholding performance 162
III. – 3:401: Right to withhold performance of reciprocal
obligation 162
Section 5: Termination 163
III. – 3:501: Scope and definition 163
Sub-section 1: Grounds for termination 163
III. – 3:502: Termination for fundamental non-performance 163
III. – 3:503: Termination after notice fixing additional
time for performance 163
III. – 3:504: Termination for anticipated non-performance 164
III. – 3:505: Termination for inadequate assurance of
performance 164
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Sub-section 2: Scope, exercise and loss of right to terminate 164

III. – 3:506: Scope of right when obligations divisible 164
III. – 3:507: Notice of termination 164
III. – 3:508: Loss of right to terminate 165
Sub-section 3: Effects of termination 165
III. – 3:509: Effect on obligations under the contract 165
III. – 3:510: Property reduced in value 166
Sub-section 4: Restitution 166
III. – 3:511: Restitution of benefits received by performance 166
III. – 3:512: When restitution not required 166
III. – 3:513: Payment of value of benefit 167
III. – 3:514: Use and improvements 167
III. – 3:515: Liabilities arising after time when return due 168
Section 6: Price reduction 168
III. – 3:601: Right to reduce price 168
Section 7: Damages and interest 169
III. – 3:701: Right to damages 169
III. – 3:702: General measure of damages 169
III. – 3:703: Foreseeability 169
III. – 3:704: Loss attributable to creditor 169
III. – 3:705: Reduction of loss 169
III. – 3:706: Substitute transaction 170
III. – 3:707: Current price 170
III. – 3:708: Delay in payment of money 170
III. – 3:709: When interest to be added to capital 170
III. – 3:710: Stipulated payment for non-performance 170
III. – 3:711: Currency by which damages to be measured 171
Chapter 4: Plurality of debtors and creditors 171

Section 1: Plurality of debtors 171
III. – 4:101: Scope of Section 171
III. – 4:102: Solidary, divided and joint obligations 171
III. – 4:103: When different types of obligation arise 171
III. – 4:104: Liability under divided obligations 172
III. – 4:105: Joint obligations: special rule when money
claimed for non-performance 172
III. – 4:106: Apportionment between solidary debtors 172
III. – 4:107: Recourse between solidary debtors 172
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III. – 4:108: Performance, set-off and merger in solidary

obligations 172
III. – 4:109: Release or settlement in solidary obligations 173
III. – 4:110: Effect of judgment in solidary obligations 173
III. – 4:111: Prescription in solidary obligations 173
III. – 4:112: Opposability of other defences in solidary
obligations 173
Section 2: Plurality of creditors 174
III. – 4:201: Scope of section 174
III. – 4:202: Solidary, divided and joint rights 174
III. – 4:203: When different types of right arise 174
III. – 4:204: Apportionment in cases of divided rights 174
III. – 4:205: Difficulties of performing in cases of
joint rights 174
III. – 4:206: Apportionment in cases of solidary rights 175
III. – 4:207: Regime of solidary rights 175
Chapter 5: Transfer of rights and obligations 175

Section 1: Assignment of rights 175
Sub-section 1: General 175
III. – 5:101: Scope of Section 175
III. – 5:103: Priority of provisions on proprietary
securities and trusts 176
Sub-section 2: Requirements for assignment 176
III. – 5:104: Basic requirements 176
III. – 5:105: Assignability: general rule 176
III. – 5:106: Future and unspecified rights 176
III. – 5:107: Assignability in part 177
III. – 5:108: Assignability: effect of contractual prohibition 177
III. – 5:109: Assignability: rights personal to the creditor 178
III. – 5:110: Act of assignment: formation and validity 178
III. – 5:111: Entitlement to assign 178
III. – 5:112: Undertakings by assignor 178
Sub-section 4: Effects of assignment 179
III. – 5:113: New creditor 179
III. – 5:114: When assignment takes place 179
III. – 5:115: Rights transferred to assignee 180
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III. – 5:116: Effect on defences and rights of set-off 180

III. – 5:117: Effect on place of performance 180
Sub-section 5: Protection of debtor 181
III. – 5:118: Performance to person who is not the creditor 181
III. – 5:119: Adequate proof of assignment 181
Sub-section 6: Priority 182
III. – 5:120: Competition between successive assignees 182
Section 2: Substitution of new debtor 182
III. – 5:201: Substitution: general rules 182
III. – 5:202: Effects of substitution on defences and
securities 182
Section 3: Transfer of contractual position 183
III. – 5:301: Transfer of contractual position 183
Chapter 6: Set-off and Merger 183

Section 1: Set-off 183
III. – 6:102: Requirements for set-off 183
III. – 6:103: Unascertained rights 184
III. – 6:104: Foreign currency set-off 184
III. – 6:105: Set-off by notice 184
III. – 6:106: Two or more rights and obligations 184
III. – 6:107: Effect of set-off 184
III. – 6:108: Exclusion of right of set-off 184
Section 2: Merger of debts 185
III. – 6:201: Extinction of obligations by merger 185
Chapter 7: Prescription 185

Section 1: General provision 185
III. – 7:101: Rights subject to prescription 185
Section 2: Periods of prescription and their commencement 185
III. – 7:201: General period 185
III. – 7:202: Period for a right established by
legal proceedings 185
III. – 7:203: Commencement 185
Section 3: Extension of period 186
III. – 7:301: Suspension in case of ignorance 186
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III. – 7:302: Suspension in case of judicial and other

proceedings 186
III. – 7:303: Suspension in case of impediment beyond
creditor’s control 186
III. – 7:304: Postponement of expiry in case of negotiations 187
III. – 7:305: Postponement of expiry in case of incapacity 187
III. – 7:306: Postponement of expiry: deceased’s estate 187
III. – 7:307: Maximum length of period 187
Section 4: Renewal of period 188
III. – 7:401: Renewal by acknowledgement 188
III. – 7:402: Renewal by attempted execution 188
Section 5: Effects of prescription 188
III. – 7:501: General effect 188
III. – 7:502: Effect on ancillary rights 188
III. – 7:503: Effect on set-off 189
Section 6: Modification by agreement 189
III. – 7:601: Agreements concerning prescription 189
Book IV
Specific contracts and the rights and obligations
arising from them
Part A. Sales 191
Chapter 1: Scope of application and general provisions 191

Section 1: Scope of application 191
IV. A. – 1:101: Contracts covered 191
IV. A. – 1:102: Goods to be manufactured or produced 191
IV. A. – 1:103: Consumer goods guarantees 192
IV. A. – 1:201: Goods 192
IV. A. – 1:202: Contract for sale 192
IV. A. – 1:203: Contract for barter 192
IV. A. – 1:204: Consumer contract for sale 192
Section 3: Derogation 193
IV. A. – 1:301: Rules not mandatory unless
otherwise stated 193
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Chapter 2: Obligations of the seller 193

Section 1: Overview 193
IV. A. – 2:101: Overview of obligations of the seller 193
Section 2: Delivery of the goods 193
IV. A. – 2:201: Delivery 193
IV. A. – 2:202: Place and time for delivery 194
IV. A. – 2:203: Cure in case of early delivery 194
IV. A. – 2:204: Carriage of the goods 194
Section 3: Conformity of the goods 195
IV. A. – 2:301: Conformity with the contract 195
IV. A. – 2:302: Fitness for purpose, qualities, packaging 195
IV. A. – 2:303: Statements by third persons 195
IV. A. – 2:304: Incorrect installation under a consumer
contract for sale 196
IV. A. – 2:305: Third party rights or claims in general 196
IV. A. – 2:306: Third party rights or claims based on
industrial property or other intellectual
property 196
IV. A. – 2:307: Buyer’s knowledge of lack of conformity 196
IV. A. – 2:308: Relevant time for establishing conformity 197
IV. A. – 2:309: Limits on derogation from conformity
rights in a consumer contract for sale 197
Chapter 3: Obligations of the buyer 197

Section 1: Overview 197
IV. A. – 3:101: Overview of obligations of the buyer 197
IV. A. – 3:102: Determination of form, measurement or
other features 198
Section 2: Payment of the price 198
IV. A. – 3:201: Place and time for payment 198
IV. A. – 3:202: Formalities of payment 198
IV. A. – 3:203: Price fixed by weight 198
Section 3: Taking delivery of the goods 199
IV. A. – 3:301: Taking delivery 199
IV. A. – 3:302: Early delivery and delivery of
excess quantity 199
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Chapter 4: Remedies 199

Section 1: Remedies of the parties in general 199
IV. A. – 4:101: Application of Book III 199
IV. A. – 4:102: Limits on derogation from remedies
for non-conformity in a consumer
contract for sale 200
Section 2: Remedies of the buyer for lack of conformity 200
IV. A. – 4:201: Overview of remedies 200
IV. A. – 4:202: Termination by consumer for lack of
conformity. 200
IV. A. – 4:203: Limitation of liability for damages of
non-business sellers 200
Section 3: Requirements of examination and notification 201
IV. A. – 4:301: Examination of the goods 201
IV. A. – 4:302: Notification of lack of conformity 201
IV. A. – 4:303: Notification of partial delivery 202
IV. A. – 4:304: Seller’s knowledge of lack of conformity 202
Chapter 5: Passing of risk 202

IV. A. – 5:101: Effect of passing of risk 202
IV. A. – 5:102: Time when risk passes 202
IV. A. – 5:103: Passing of risk in a consumer contract
for sale 203
Section 2: Special rules 203
IV. A. – 5:201: Goods placed at buyer’s disposal 203
IV. A. – 5:202: Carriage of the goods 203
IV. A. – 5:203: Goods sold in transit 204
Chapter 6: Consumer goods guarantees 204

IV. A. – 6:101: Definition of a consumer goods guarantee 204
IV. A. – 6:102: Binding nature of the guarantee 204
IV. A. – 6:103: Guarantee document 205
IV. A. – 6:104: Coverage of the guarantee 206
IV. A. – 6:105: Guarantee limited to specific parts 206
IV. A. – 6:106: Exclusion or limitation of the guarantor’s
liability 206
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IV. A. – 6:107: Burden of proof 206

IV. A. – 6:108: Prolongation of the guarantee period 207
Part B. Lease of goods 207
Chapter 1: Scope of application and general provisions 207

IV. B. – 1:101: Lease of goods 207
IV. B. – 1:102: Consumer contract for the lease of goods 208
Chapter 2: Lease period 208

IV. B. – 2:101: Start of lease period 208
IV. B. – 2:102: End of lease period 208
IV. B. – 2:103: Tacit prolongation 208
Chapter 3: Obligations of the lessor 209

IV. B. – 3:101: Availability of the goods 209
IV. B. – 3:102: Conformity with the contract at the start
of the lease period 210
IV. B. – 3:103: Fitness for purpose, qualities, packaging etc. 210
IV. B. – 3:104: Conformity of the goods during the
lease period 210
IV. B. – 3:105: Incorrect installation under a consumer
contract for the lease of goods 211
IV. B. – 3:106: Limits on derogation from conformity
rights in a consumer contract for lease 211
IV. B. – 3:107: Obligations on return of the goods 211
Chapter 4: Remedies of the lessee 212

IV. B. – 4:101: Overview of remedies of lessee 212
IV. B. – 4:102: Rules on remedies mandatory in consumer
contract 212
IV. B. – 4:103: Lessee’s right to have lack of conformity
remedied 212
IV. B. – 4:104: Rent reduction 212
IV. B. – 4:105: Substitute transaction by lessee 213
IV. B. – 4:106: Notification of lack of conformity 213
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IV. B. – 4:107: Remedies channelled towards supplier

of the goods 213
Chapter 5: Obligations of the lessee 214

IV. B. – 5:101: Obligation to pay rent 214
IV. B. – 5:102: Time for payment 214
IV. B. – 5:103: Acceptance of goods 215
IV. B. – 5:104: Handling the goods in accordance with
the contract 215
IV. B. – 5:105: Intervention to avoid danger or damage
to the goods 215
IV. B. – 5:106: Compensation for maintenance and
improvements 216
IV. B. – 5:107: Obligation to inform 216
IV. B. – 5:108: Repairs and inspections of the lessor 216
IV. B. – 5:109: Obligation to return the goods 217
Chapter 6: Remedies of the lessor 217

IV. B. – 6:101: Overview of remedies of lessor 217
IV. B. – 6:102: Consumer contract for the lease of goods 217
IV. B. – 6:103: Right to enforce performance of monetary
obligations 217
IV. B. – 6:104: Substitute transaction by lessor 218
IV. B. – 6:105: Reduction of liability in consumer contract
for the lease of goods 218
Chapter 7: New Parties and Sublease 218

IV. B. – 7:101: Change in ownership and substitution
of lessor 218
IV. B. – 7:102: Assignment of lessee’s rights to performance 218
IV. B. – 7:103: Sublease 219
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Part C. Services 219

Section 1: Scope 219
IV. C. – 1:101: Supply of a service 219
IV. C. – 1:102: Exclusions 219
Section 2: Other general provisions 220
IV. C. – 1:201: Structure 220
IV. C. – 1:202: Derogation 220
Chapter 2: Rules applying to service contracts in general 220

IV. C. – 2:101: Price 220
IV. C. – 2:102: Pre-contractual duties to warn 220
IV. C. – 2:103: Obligation to co-operate 221
IV. C. – 2:104: Subcontractors, tools and materials 222
IV. C. – 2:105: Obligation of skill and care 223
IV. C. – 2:106: Obligation to achieve result 223
IV. C. – 2:107: Directions of the client 224
IV. C. – 2:108: Contractual obligation of the service
provider to warn 225
IV. C. – 2:109: Unilateral variation of the service contract 225
IV. C. – 2:110: Client’s obligation to notify anticipated
non-conformity 226
IV. C. – 2:111: Client’s right to terminate 227
Chapter 3: Construction 227

IV. C. – 3:101: Scope 227
IV. C. – 3:102: Obligation of client to co-operate 228
IV. C. – 3:103: Obligation to prevent damage to structure 228
IV. C. – 3:104: Conformity 228
IV. C. – 3:105: Inspection, supervision and acceptance 229
IV. C. – 3:106: Handing-over of the structure 229
IV. C. – 3:107: Payment of the price 229
IV. C. – 3:108: Risks 230
Chapter 4: Processing 231

IV. C. – 4:101: Scope 231
IV. C. – 4:102: Obligation of client to co-operate 231
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IV. C. – 4:103: Obligation to prevent damage to

thing being processed 231
IV. C. – 4:104: Inspection and supervision 232
IV. C. – 4:105: Return of the thing processed 232
IV. C. – 4:107: Risks 233
IV. C. – 4:108: Limitation of liability 234
Chapter 5: Storage 234

IV. C. – 5:101: Scope 234
IV. C. – 5:102: Storage place and subcontractors 235
IV. C. – 5:103: Protection and use of the thing stored 235
IV. C. – 5:104: Return of the thing stored 235
IV. C. – 5:107: Post-storage obligation to inform 236
IV. C. – 5:108: Risks 237
IV. C. – 5:110: Liability of the hotel-keeper 238
Chapter 6: Design 239

IV. C. – 6:101: Scope 239
IV. C. – 6:102: Pre-contractual duty to warn 239
IV. C. – 6:105: Handing over of the design 240
IV. C. – 6:106: Records 240
Chapter 7: Information and advice 241

IV. C. – 7:101: Scope 241
IV. C. – 7:102: Obligation to collect preliminary data 241
IV. C. – 7:103: Obligation to acquire and use expert
knowledge 242
IV. C. – 7:106: Records 243
IV. C. – 7:107: Conflict of interest 243
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IV. C. – 7:108: Influence of ability of the client 243

IV. C. – 7:109: Causation 243
Chapter 8: Treatment 244

IV. C. – 8:101: Scope 244
IV. C. – 8:102: Preliminary assessment 244
IV. C. – 8:103: Obligations regarding instruments,
medicines, materials, installations
and premises 244
IV. C. – 8:105: Obligation to inform 245
IV. C. – 8:106: Obligation to inform in case of unnecessary
or experimental treatment 245
IV. C. – 8:107: Exceptions to the obligation to inform 246
IV. C. – 8:108: Obligation not to treat without consent 246
IV. C. – 8:109: Records 247
IV. C. – 8:110: Remedies for non-performance 248
IV. C. – 8:111: Obligations of treatment-providing
organisations 248
Part D. Mandate 249

IV. D. – 1:101: Scope 249
IV. D. – 1:102: Definitions 250
IV. D. – 1:103: Duration 250
IV. D. – 1:104: Revocation of the mandate 251
IV. D. – 1:105: Irrevocable mandate 251
Chapter 2: Main obligations of the principal 252

IV. D. – 2:101: Obligation to co-operate 252
IV. D. – 2:102: Price 252
IV. D. – 2:103: Expenses incurred by representative 253
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Chapter 3: Performance by the representative 254

Section 1: Main obligations of representative 254
IV. D. – 3:101: Obligation to act in accordance
with mandate 254
IV. D. – 3:102: Obligation to act in interests of principal 254
IV. D. – 3:103: Obligation of skill and care 254
Section 2: Consequences of acting beyond mandate 255
IV. D. – 3:201: Acting beyond mandate 255
IV. D. – 3:202: Consequences of ratification 255
Section 3: Conclusion of prospective contract by
other person 255
IV. D. – 3:301: Exclusivity not presumed 255
IV. D. – 3:302: Subcontracting 256
Section 4: Obligation to inform principal 256
IV. D. – 3:401: Information about progress of performance 256
IV. D. – 3:402: Giving account to principal 256
IV. D. – 3:403: Communication of identity of third party 256
Chapter 4: Directions and changes 257

Section 1: Directions 257
IV. D. – 4:101: Directions given by principal 257
IV. D. – 4:102: Request for a direction 257
IV. D. – 4:103: Consequences of failure to give a direction 257
IV. D. – 4:104: No time to ask or wait for direction 258
Section 2: Changes of the mandate contract 258
IV. D. – 4:201: Changes of the mandate contract 258
Chapter 5: Conflict of interest 259

IV. D. – 5:101: Self-contracting 259
IV. D. – 5:102: Double mandate 260
Chapter 6: Termination by notice other than

for non-Performance 261
IV. D. – 6:101: Termination by notice in general 261
IV. D. – 6:102: Termination by principal when
relationship is to last for indefinite period
or when mandate is for a particular task 262
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IV. D. – 6:103: Termination by principal for extraordinary

and serious reason 262
IV. D. – 6:104: Termination by representative when
relationship is to last for indefinite period
or when it is gratuitous 262
IV. D. – 6:105: Termination by representative for
extraordinary and serious reason 263
Chapter 7: Other provisions on termination 263

IV. D. – 7:101: Conclusion of the prospective contract 263
IV. D. – 7:102: Expiry of fixed period 263
IV. D. – 7:103: Death of the principal 264
IV. D. – 7:104: Death of the representative 264
Part E. Commercial agency, Franchise and distributorship 264

Section 1: Scope 264
IV. E. – 1:101: Contracts covered 264
IV. E. – 1:201: Priority rules 265
IV. E. – 1:202: Derogation 265
Chapter 2: Rules applying to all contracts within

the scope of this part 265
Section 1: Pre-contractual 265
IV. E. – 2:101: Pre-contractual information duty 265
Section 2: Obligations of the parties 266
IV. E. – 2:201: Co-operation 266
IV. E. – 2:202: Information during the performance 266
IV. E. – 2:203: Confidentiality 266
Section 3: Termination of contractual relationship 266
IV. E. – 2:301: Contract for a definite period 266
IV. E. – 2:302: Contract for an indefinite period 267
IV. E. – 2:303: Damages for termination with inadequate
notice 268
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IV. E. – 2:304: Termination for non-performance 268

IV. E. – 2:305: Indemnity for goodwill 268
IV. E. – 2:306: Stock, spare parts and materials 268
IV. E. – 2:401: Right of retention 269
IV. E. – 2:402: Signed document available on request 269
Chapter 3: Commercial agency 269

IV. E. – 3:101: Scope 269
Section 2: Obligations of the commercial agent 270
IV. E. – 3:201: Negotiate and conclude contracts 270
IV. E. – 3:202: Instructions 270
IV. E. – 3:203: Information by agent during the performance 270
IV. E. – 3:204: Accounting 270
Section 3: Obligations of the principal 270
IV. E. – 3:301: Commission during the agency 270
IV. E. – 3:302: Commission after the agency has ended 271
IV. E. – 3:303: Conflicting entitlements of successive
agents 272
IV. E. – 3:304: When commission is to be paid 272
IV. E. – 3:305: Entitlement to commission extinguished 272
IV. E. – 3:306: Remuneration 272
IV. E. – 3:307: Information by principal during the
performance 272
IV. E. – 3:308: Information on acceptance, rejection
and non-performance 273
IV. E. – 3:309: Warning of decreased volume of contracts 273
IV. E. – 3:310: Information on commission 273
IV. E. – 3:311: Accounting 273
IV. E. – 3:312: Amount of indemnity 274
IV. E. – 3:313: Del credere clause 274
Chapter 4: Franchise 275

IV. E. – 4:101: Scope 275
IV. E. – 4:102: Pre-contractual information 275
IV. E. – 4:103: Co-operation 276
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Section 2: Obligations of the franchisor 276

IV. E. – 4:201: Intellectual property rights 276
IV. E. – 4:202: Know-how 276
IV. E. – 4:203: Assistance 276
IV. E. – 4:204: Supply 277
IV. E. – 4:205: Information by franchisor during the
performance 277
IV. E. – 4:206: Warning of decreased supply capacity 277
IV. E. – 4:207: Reputation of network and advertising 278
Section 3: Obligations of the franchisee 278
IV. E. – 4:301: Fees, royalties and other periodical
payments 278
IV. E. – 4:302: Information by franchisee during the
performance 278
IV. E. – 4:303: Business method and instructions 278
IV. E. – 4:304: Inspection 279
Chapter 5: Distributorship 279

IV. E. – 5:101: Scope and definitions 279
Section 2: Obligations of the supplier 280
IV. E. – 5:201: Obligation to supply 280
IV. E. – 5:202: Information by supplier during the
performance 280
IV. E. – 5:203: Warning by supplier of decreased supply
capacity 280
IV. E. – 5:204: Advertising materials 280
IV. E. – 5:205: The reputation of the products 280
Section 3: Obligations of the distributor 281
IV. E. – 5:301: Obligation to distribute 281
IV. E. – 5:302: Information by distributor during the
performance 281
IV. E. – 5:303: Warning by distributor of decreased
requirements 281
IV. E. – 5:304: Instructions 281
IV. E. – 5:305: Inspection 281
IV. E. – 5:306: The reputation of the products 282
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Part F. Loans [In preparation] 282
Part G. Personal security 282
Chapter 1: Common rules 282

IV. G. – 1:101: Definitions 282
IV. G. – 1:102: Scope 283
IV. G. – 1:103: Freedom of contract 283
IV. G. – 1:104: Creditor’s acceptance 283
IV. G. – 1:105: Interpretation 284
IV. G. – 1:106: Co-debtorship for security purposes 284
IV. G. – 1:107: Several security providers: solidary liability
towards creditor 284
IV. G. – 1:108: Several security providers: internal recourse 284
IV. G. – 1:109: Several security providers: recourse against
debtor 285
IV. G. – 1:110: Subsidiary application of rules on solidary
debtors 286
Chapter 2: Dependent personal security 286

IV. G. – 2:101: Presumption for dependent personal security 286
IV. G. – 2:102: Dependence of security provider’s obligation 286
IV. G. – 2:103: Debtor’s defences available to the security
provider 287
IV. G. – 2:104: Coverage of security 287
IV. G. – 2:105: Solidary liability of security provider 288
IV. G. – 2:106: Subsidiary liability of security provider 288
IV. G. – 2:107: Requirement of notification by creditor 288
IV. G. – 2:108: Time limit for resort to security 289
IV. G. – 2:109: Limiting security without time limit 290
IV. G. – 2:110: Reduction of creditor’s rights 290
IV. G. – 2:111: Debtor’s relief for the security provider 291
IV. G. – 2:112: Notification and request by security
provider before performance 291
IV. G. – 2:113: Security provider’s rights after performance 291
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Chapter 3: Independent personal security 292

IV. G. – 3:101: Scope 292
IV. G. – 3:102: Notification to debtor by security provider 292
IV. G. – 3:103: Performance by security provider 293
IV. G. – 3:104: Independent personal security on first
demand 293
IV. G. – 3:105: Manifestly abusive or fraudulent demand 293
IV. G. – 3:106: Security provider’s right to reclaim 294
IV. G. – 3:107: Security with or without time limits 294
IV. G. – 3:108: Transfer of security right 294
IV. G. – 3:109: Security provider’s rights after performance 295
Chapter 4: Special rules for personal security of consumers 295

IV. G. – 4:101: Scope of application 295
IV. G. – 4:102: Applicable rules 295
IV. G. – 4:103: Creditor’s pre-contractual duties 295
IV. G. – 4:104: Form 296
IV. G. – 4:105: Nature of security provider’s liability 296
IV. G. – 4:106: Creditor’s obligations of annual information 296
IV. G. – 4:107: Limiting security with time limit 297
Book V
Benevolent intervention in another’s Affairs
Chapter 1: Scope of application 299

V. – 1:101: Intervention to benefit another 299
V. – 1:102: Intervention to perform another’s duty 299
V. – 1:103: Exclusions 299
Chapter 2: Duties of intervener 300

V. – 2:101: Duties during intervention 300
V. – 2:102: Reparation for damage caused by breach of duty 300
V. – 2:103: Obligations after intervention 300
Chapter 3: Rights and authority of intervener 301

V. – 3:101: Right to indemnification or reimbursement 301
V. – 3:102: Right to remuneration 301
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V. – 3:103: Right to reparation 301

V. – 3:104: Reduction or exclusion of intervener’s rights 302
V. – 3:105: Obligation of third person to indemnify or
reimburse the principal 302
V. – 3:106: Authority of intervener to act as representative
of the principal 302
Book VI
Non-Contractual liability arising out of damage
caused to another
Chapter 1: Fundamental provisions 303

VI. – 1:101: Basic rule 303
VI. – 1:102: Prevention 303
VI. – 1:103: Scope of application 303
Chapter 2: Legally relevant damage 304

VI. – 2:101: Meaning of legally relevant damage 304
Section 2: Particular instances of legally relevant damage 304
VI. – 2:201: Personal injury and consequential loss 304
VI. – 2:202: Loss suffered by third persons as a result
of another’s personal injury or death 305
VI. – 2:203: Infringement of dignity, liberty and privacy 305
VI. – 2:204: Loss upon communication of incorrect
information about another 305
VI. – 2:205: Loss upon breach of confidence 306
VI. – 2:206: Loss upon infringement of property or lawful
possession 306
VI. – 2:207: Loss upon reliance on incorrect advice or
information 306
VI. – 2:208: Loss upon unlawful impairment of business 306
VI. – 2:209: Burdens incurred by the State upon
environmental impairment 307
VI. – 2:210: Loss upon fraudulent misrepresentation 307
VI. – 2:211: Loss upon inducement of non-performance of
obligation 307
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Chapter 3: Accountability 307

Section 1: Intention and negligence 307
VI. – 3:101: Intention 307
VI. – 3:102: Negligence 308
VI. – 3:103: Persons under eighteen 308
VI. – 3:104: Accountability for damage caused by
children or supervised persons 308
Section 2: Accountability without intention or negligence 309
employees and representatives 309
VI. – 3:202: Accountability for damage caused by the
unsafe state of an immovable 309
VI. – 3:203: Accountability for damage caused by animals 310
VI. – 3:204: Accountability for damage caused by defective
products 310
VI. – 3:205: Accountability for damage caused by motor
vehicles 312
dangerous substances or emissions 312
VI. – 3:207: Other accountability for the causation of
legally relevant damage 313
VI. – 3:208: Abandonment 313
Chapter 4: Causation 313

VI. – 4:101: General rule 313
VI. – 4:102: Collaboration 313
VI. – 4:103: Alternative causes 314
Chapter 5: Defences 314

Section 1: Consent or conduct of the injured person 314
VI. – 5:101: Consent and acting at own risk 314
VI. – 5:102: Contributory fault and accountability 314
VI. – 5:103: Damage caused by a criminal to a collaborator 315
Section 2: Interests of accountable persons or third parties 315
VI. – 5:201: Authority conferred by law 315
VI. – 5:202: Self-defence, benevolent intervention and
necessity 315
VI. – 5:203: Protection of public interest 316
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Model Rules
Section 3: Inability to control 316

VI. – 5:301: Mental incompetence 316
VI. – 5:302: Event beyond control 316
Section 4: Contractual exclusion and restriction of liability 316
VI. – 5:401: Contractual exclusion and restriction of
liability 316
Section 5: Loss within VI. – 2:202 (Loss suffered by third
persons as a result of another’s personal
injury or death) 317
VI. – 5:501: Extension of defences against the injured
person to third persons 317
Chapter 6: Remedies 317

Section 1: Reparation in general 317
VI. – 6:101: Aim and forms of reparation 317
VI. – 6:102: De minimis rule 318
VI. – 6:103: Equalisation of benefits 318
VI. – 6:104: Multiple injured persons 318
VI. – 6:105: Solidary liability 318
VI. – 6:106: Assignment of right to reparation 318
Section 2: Compensation 319
VI. – 6:201: Injured person’s right of election 319
VI. – 6:202: Reduction of liability 319
VI. – 6:203: Capitalisation and quantification 319
VI. – 6:204: Compensation for injury as such 319
Section 3: Prevention 319
VI. – 6:301: Right to prevention 319
VI. – 6:302: Liability for loss in preventing damage 320
Chapter 7: Ancillary rules 320

VI. – 7:101: National constitutional laws 320
VI. – 7:102: Statutory provisions320
VI. – 7:103: Public law functions and court proceedings 320
VI. – 7:104: Liability of employees, employers, trade
unions and employers’ associations 320
VI. – 7:105: Reduction or exclusion of liability to
indemnified persons 320
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Book VII
Unjustified enrichment
Chapter 1: General 321

VII. – 1:101: Basic rule 321
Chapter 2: When enrichment unjustified 321

VII. – 2:101: Circumstances in which an enrichment
is unjustified 321
VII. – 2:102: Performance of obligation to third person 322
VII. – 2:103: Consenting or performing freely 322
Chapter 3: Enrichment and disadvantage 322

VII. – 3:101: Enrichment 322
VII. – 3:102: Disadvantage 323
Chapter 4: Attribution 323

VII. – 4:101: Instances of attribution 323
VII. – 4:102: Indirect representation 323
VII. – 4:103: Debtor’s performance to a non-creditor;
onward transfer in good faith 324
VII. – 4:104: Ratification of debtor’s performance to
a non-creditor 324
VII. – 4:105: Attribution resulting from an act of an
intervener 324
VII. – 4:106: Ratification of intervener’s acts 325
VII. – 4:107: Where type or value not identical 325
Chapter 5: Reversal of enrichment 325

VII. – 5:101: Transferable enrichment 325
VII. – 5:102: Non-transferable enrichment 326
VII. – 5:103: Monetary value of an enrichment; saving 326
VII. – 5:104: Fruits and use of an enrichment 326
Chapter 6: Defences 327

VII. – 6:101: Disenrichment 327
VII. – 6:102: Juridical acts in good faith with third parties 327
VII. – 6:103: Illegality 327
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Chapter 7: Relation to other legal rules 328

VII. – 7:101: Other private law rights to recover 328
VII. – 7:102: Concurrent obligations 328
VII. – 7:103: Public law claims 329
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Book I
General provisions
I. – 1:101: Intended field of application

(1) These rules are intended to be used primarily in relation to contractual
and non-contractual rights and obligations and related property mat-
ters.
(2) They are not intended to be used, or used without modification or
supplementation, in relation to rights and obligations of a public law
nature, or in relation to:
(a) the status or legal capacity of natural persons;
(b) wills and succession;
(c) family relationships, including matrimonial and similar relation-
ships;
(d) bills of exchange, cheques and promissory notes and other nego-
tiable instruments;
(e) employment relationships;
(f) the ownership of, or rights in security over, immovable property;
(g) the creation, capacity, internal organisation, regulation or dissolu-
tion of companies and other bodies corporate or unincorporated;
(h) matters relating primarily to procedure or enforcement.
(3) Further restrictions on intended fields of application are contained in
later Books.
I. – 1:102: Interpretation and development

(1) These rules are to be interpreted and developed autonomously and in
accordance with their objectives.
(2) They are to be read in the light of any applicable instruments guaran-
teeing human rights and fundamental freedoms and any applicable
constitutional laws.
(3) In their interpretation and development regard should be had to the
need to promote:
(a) uniformity of application;
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I. – 1:103 Book I
(b) good faith and fair dealing; and

(c) legal certainty.
(4) Issues within the scope of the rules but not expressly settled by them
are so far as possible to be settled in accordance with the principles
underlying them.
(5) Where there is a general rule and a special rule applying to a particular
situation within the scope of the general rule, the special rule prevails
in any case of conflict.
I. – 1:103: Definitions
(1) The definitions in Annex 1 apply for all the purposes of these rules
unless the context otherwise requires.
(2) Where a word is defined, other grammatical forms of the word have a
corresponding meaning.
I. – 1:104: Computation of time

The provisions of Annex 2 apply in relation to the computation of time for
any purpose under these rules.
I. – 1:105: Meaning of “in writing” and similar expressions

(1) For the purposes of these rules, a statement is “in writing” if it is in
textual form, on paper or another durable medium and in directly le-
gible characters.
(2) “Textual form” means a text which is expressed in alphabetical or other
intelligible characters by means of any support which permits reading,
recording of the information contained in the text and its reproduction
in tangible form.
(3) “Durable medium” means any material on which information is stored
so that it is accessible for future reference for a period of time adequate
to the purposes of the information, and which allows the unchanged
reproduction of this information.
I. – 1:106: Meaning of “signature” and similar expressions

(1) A reference to a person’s signature includes a reference to that person’s
handwritten signature, electronic signature or advanced electronic sig-
nature, and references to anything being signed by a person are to be
construed accordingly.
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General provisions I. – 1:106
(2) A “handwritten signature” means the name of, or sign representing, a

person written by that person’s own hand for the purpose of authen-
tication.
(3) An “electronic signature” means data in electronic form which are at-
tached to or logically associated with other electronic data, and which
serve as a method of authentication.
(4) An “advanced electronic signature” means an electronic signature
which is:
(a) uniquely linked to the signatory;
(b) capable of identifying the signatory;
(c) created using means which can be maintained under the signa-
tory’s sole control; and
(d) linked to the data to which it relates in such a manner that any
subsequent change of the data is detectable.
(5) In this Article, “electronic” means relating to technology with electri-
cal, digital, magnetic, wireless, optical, electromagnetic, or similar cap-
abilities.
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Book II
Contracts and other juridical acts
Chapter 1:
General provisions
II. – 1:101: Definitions

(1) A contract is an agreement which gives rise to, or is intended to give
rise to, a binding legal relationship or which has, or is intended to have,
some other legal effect. It is a bilateral or multilateral juridical act.
(2) A juridical act is any statement or agreement or declaration of inten-
tion, whether express or implied from conduct, which has or is intend-
ed to have legal effect as such. It may be unilateral, bilateral or multi-
lateral.
II. – 1:102: Party autonomy

(1) Parties are free to make a contract or other juridical act and to deter-
mine its contents, subject to the rules on good faith and fair dealing
and any other applicable mandatory rules.
(2) Parties may exclude the application of any of the following rules relat-
ing to contracts or other juridical acts, or the rights and obligations
arising from them, or derogate from or vary their effects, except as
otherwise provided.
(3) A provision to the effect that parties may not exclude the application of
a rule or derogate from or vary its effects does not prevent a party from
waiving a right which has already arisen and of which that party is
aware.
II. – 1:103: Binding effect

(1) A valid contract is binding on the parties.
(2) A valid unilateral promise or undertaking is binding on the person giv-
ing it if it is intended to be legally binding without acceptance.
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II. – 1:104 Book II
(3) This Article does not prevent modification or termination of any result-
ing right or obligation by agreement between the debtor and creditor or
as provided by law.
II. – 1:104: Usages and practices

(1) The parties to a contract are bound by any usage to which they have
agreed and by any practice they have established between themselves.
(2) The parties are bound by a usage which would be considered generally
applicable by persons in the same situation as the parties, except where
the application of such usage would be unreasonable.
(3) This Article applies to other juridical acts with any necessary adapta-
tions.
II. – 1:105: Imputed knowledge etc.

If any person who with a party’s assent was involved in making a contract
or other juridical act or in exercising a right or performing an obligation
under it:
(a) knew or foresaw a fact, or is treated as having knowledge or foresight of
a fact; or
(b) acted intentionally or with any other relevant state of mind this knowl-
edge, foresight or state of mind is imputed to the party.
II. – 1:106: Notice

(1) This Article applies in relation to the giving of notice for any purpose
under these rules. “Notice” includes the communication of a promise,
offer, acceptance or other juridical act.
(2) The notice may be given by any means appropriate to the circumstan-
ces.
(3) The notice becomes effective when it reaches the addressee, unless it
provides for a delayed effect.
(4) The notice reaches the addressee:
(a) when it is delivered to the addressee;
(b) when it is delivered to the addressee’s place of business, or, where
there is no such place of business or the notice does not relate to a
business matter, to the addressee’s habitual residence;
(c) in the case of a notice transmitted by electronic means, when it
can be accessed by the addressee; or
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Chapter 1: General provisions II. – 1:108
(d) when it is otherwise made available to the addressee at such a

place and in such a way that the addressee could reasonably be
expected to obtain access to it without undue delay.
(5) The notice has no effect if a revocation of it reaches the addressee
before or at the same time as the notice.
(6) Any reference in these rules to a notice given by or to a person includes
a notice given by or to a representative of that person who has author-
ity to give or receive it.
(7) In relations between a business and a consumer the parties may not, to
the detriment of the consumer, exclude the rule in paragraph (4)(c)
or derogate from or vary its effects.
II. – 1:107: Form

(1) A contract or other juridical act need not be concluded, made or evi-
denced in writing nor is it subject to any other requirement as to form.
(2) Particular rules may require writing or some other formality.
II. – 1:108: Mixed contracts

(1) For the purposes of this Article a mixed contract is a contract which
contains:
(a) parts falling within two or more of the categories of contracts regu-
lated specifically in these rules; or
(b) a part falling within one such category and another part falling
within the category of contracts governed only by the rules applic-
able to contracts generally.
(2) Where a contract is a mixed contract then, unless this is contrary to the
nature and purpose of the contract, the rules applicable to each rele-
vant category apply, with any appropriate adaptations, to the corre-
sponding part of the contract and the rights and obligations arising
from it.
(3) Paragraph (2) does not apply where:
(a) a rule provides that a mixed contract is to be regarded as falling
primarily within one category; or
(b) in a case not covered by the preceding sub-paragraph, one part of a
mixed contract is in fact so predominant that it would be unrea-
sonable not to regard the contract as falling primarily within one
category.
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(4) In cases covered by paragraph (3) the rules applicable to the category
into which the contract primarily falls (the primary category) apply to
the contract and the rights and obligations arising from it. However,
rules applicable to any elements of the contract falling within another
category apply with any appropriate adaptations so far as is necessary
to regulate those elements and provided that they do not conflict with
the rules applicable to the primary category.
(5) Nothing in this Article prevents the application of any mandatory
rules.
II. – 1:109: Partial invalidity or ineffectiveness

Where only part of a contract or other juridical act is invalid or ineffective,
the remaining part continues in effect if it can reasonably be maintained
without the invalid or ineffective part.
Chapter 2:
Non-Discrimination
II. – 2:101: Right not to be discriminated against

A person has a right not to be discriminated against on the grounds of sex
or ethnic or racial origin in relation to a contract or other juridical act the
object of which is to provide access to, or supply, goods or services which
are available to the public.
II. – 2:102: Meaning of discrimination

(1) “Discrimination” means any conduct whereby, or situation where, on
grounds such as those mentioned in the preceding Article:
(a) one person is treated less favourably than another person is, has
been or would be treated in a comparable situation; or
(b) an apparently neutral provision, criterion or practice would place
one group of persons at a particular disadvantage when compared
to a different group of persons.
(2) Discrimination also includes harassment on grounds such as those
mentioned in the preceding Article. “Harassment” means unwanted
conduct (including conduct of a sexual nature) which violates a per-
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Chapter 2: Non-Discrimination II. – 2:105
son’s dignity, particularly when such conduct creates an intimidating,

hostile, degrading, humiliating or offensive environment, or which
aims to do so.
(3) Any instruction to discriminate also amounts to discrimination.
II. – 2:103: Exception

Unequal treatment which is justified by a legitimate aim does not amount
to discrimination if the means used to achieve that aim are appropriate and
necessary.
II. – 2:104: Remedies

(1) If a person is discriminated against contrary to II. – 2:101 (Right not to
be discriminated against) then, without prejudice to any remedy which
may be available under Book VI (Non-contractual Liability for Damage
caused to Another), the remedies for non-performance of an obligation
under Book III, Chapter 3 (including damages for economic and non-
economic loss) are available.
(2) Any remedy granted must be proportionate to the injury or anticipated
injury; the dissuasive effect of remedies may be taken into account.
II. – 2:105: Burden of proof

(1) If a person who considers himself or herself discriminated against on
one of the grounds mentioned in II. – 2:101 (Right not to be discrimi-
nated against) establishes, before a court or another competent author-
ity, facts from which it may be presumed that there has been such
discrimination, it falls on the other party to prove that there has been
no such discrimination.
(2) Paragraph (1) does not apply to proceedings in which it is for the court
or another competent authority to investigate the facts of the case.
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Chapter 3:
Marketing and pre-Contractual duties
Section 1:
Information duties
II. – 3:101: Duty to disclose information about goods and services

(1) Before the conclusion of a contract for the supply of goods or services
by a business to another person, the business has a duty to disclose to
the other person such information concerning the goods or services to
be supplied as the other person can reasonably expect, taking into
account the standards of quality and performance which would be
normal under the circumstances.
(2) In assessing what information the other party can reasonably expect to
be disclosed, the test to be applied, if the other party is also a business,
is whether the failure to provide the information would deviate from
good commercial practice.
II. – 3:102: Specific duties for businesses marketing

goods or services to consumers
(1) Where a business is marketing goods or services to a consumer, the
business must, so far as is practicable having regard to all the circum-
stances and the limitations of the communication medium employed,
provide such material information as the average consumer needs in
the given context to take an informed decision on whether to conclude
a contract.
(2) Where a business uses a commercial communication which gives the
impression to consumers that it contains all the relevant information
necessary to make a decision about concluding a contract, it must in
fact contain all the relevant information. Where it is not already ap-
parent from the context of the commercial communication, the infor-
mation to be provided comprises:
(a) the main characteristics of the goods or services, the identity and
address, if relevant, of the business, the price, and any available
right of withdrawal;
(b) peculiarities related to payment, delivery, performance and com-
plaint handling, if they depart from the requirements of profession-
al diligence.
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II. – 3:103: Duty to provide information when concluding contract

with a consumer who is at a particular disadvantage
(1) In the case of transactions that place the consumer at a significant
informational disadvantage because of the technical medium used for
contracting, the physical distance between business and consumer, or
the nature of the transaction, the business must, as appropriate in the
circumstances, provide clear information about the main characteristics
of the goods or services, the price including delivery charges, taxes and
other costs, the address and identity of the business with which the
consumer is transacting, the terms of the contract, the rights and ob-
ligations of both contracting parties, and any available right of with-
drawal or redress procedures. This information must be provided a rea-
sonable time before the conclusion of the contract. The information on
the right of withdrawal must, as appropriate in the circumstances, also
be adequate in the sense of II. – 5:104 (Adequate notification of the
right to withdraw).
(2) Where more specific information duties are provided for specific situa-
tions, these take precedence over the general information duties under
paragraph (1).
II. – 3:104: Information duties in direct and immediate distance

communication
(1) When initiating direct and immediate distance communication with a
consumer, a business must provide at the outset explicit information
on its identity and the commercial purpose of the contact.
(2) Direct and immediate distance communication includes telephone and
electronic means such as voice over internet protocol and internet re-
lated chat.
(3) The business bears the burden of proof that the consumer has received
the information required under paragraph (1).
II. – 3:105: Formation by electronic means

(1) If a contract is to be concluded by electronic means and without in-
dividual communication, a business must provide information about
the following matters before the other party makes or accepts an offer:
(a) the technical steps which must be followed in order to conclude
the contract;
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(b) whether or not a contract document will be filed by the business

and whether it will be accessible;
(c) the technical means for identifying and correcting input errors be-
fore the other party makes or accepts an offer;
(d) the languages offered for the conclusion of the contract;
(e) any contract terms used.
(2) The contract terms referred to in paragraph (1)(e)
must be available in textual form.
II. – 3:106: Clarity and form of information

(1) A duty to provide information imposed on a business under this Chap-
ter is not fulfilled unless the information is clear and precise, and ex-
pressed in plain and intelligible language.
(2) Rules for specific contracts may require information to be provided on a
durable medium or in another particular form.
(3) In the case of contracts between a business and a consumer concluded
at a distance, information about the main characteristics of the goods
or services, the price including delivery charges, taxes and other costs,
the address and identity of the business with which the consumer is
transacting, the terms of the contract, the rights and obligations of
both contracting parties, and any available redress procedures, as may
be appropriate in the particular case, need to be confirmed in textual
form on a durable medium at the time of conclusion of the contract.
The information on the right of withdrawal must also be adequate in
the sense of II. – 5:104 (Adequate notification of the right to with-
draw).
(4) Failure to observe a particular form will have the same consequences as
breach of information duties.
II. – 3:107: Remedies for breach of information duties

(1) If a business is required under II. – 3:103 (Duty to provide information
when concluding contract with a consumer who is at a particular dis-
advantage) to provide information to a consumer before the conclusion
of a contract from which the consumer has the right to withdraw, the
withdrawal period does not commence until all this information has
been provided. Regardless of this, the right of withdrawal lapses after
one year from the time of the conclusion of the contract.
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Chapter 3: Marketing and pre-Contractual duties II. – 3:201
(2) Whether or not a contract is concluded, a business which has failed to

comply with any duty imposed by the preceding Articles of this Section
is liable for any loss caused to the other party to the transaction by such
failure.
(3) If a business has failed to comply with any duty imposed by the pre-
ceding Articles of this Section and a contract has been concluded, the
business has such obligations under the contract as the other party has
reasonably expected as a consequence of the absence or incorrectness
of the information. Remedies provided under Book III, Chapter 3 apply
to non-performance of these obligations.
(4) The remedies provided under this Article are without prejudice to any
remedy which may be available under II. – 7:201 (Mistake).
the detriment of the consumer, exclude the application of this Article
Section 2:
Duty to prevent input errors
II. – 3:201: Correction of input errors

(1) A business which intends to conclude a contract by making available
electronic means without individual communication for concluding it,
must make available to the other party appropriate, effective and ac-
cessible technical means for identifying and correcting input errors be-
fore the other party makes or accepts an offer.
(2) Where a person concludes a contract in error because of a failure by a
business to comply with the duty under paragraph (1) the business is
liable for any loss caused to that person by such failure. This is without
prejudice to any remedy which may be available under II. – 7:201 (Mis-
take).
the detriment of the consumer, exclude the application of this Article
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Section 3:
Negotiation and confidentiality duties
II. – 3:301: Negotiations contrary to good faith and fair dealing

(1) A person is free to negotiate and is not liable for failure to reach an
agreement.
(2) A person who is engaged in negotiations has a duty to negotiate in
accordance with good faith and fair dealing. This duty may not be
excluded or limited by contract.
(3) A person who has negotiated or broken off negotiations contrary to
good faith and fair dealing is liable for any loss caused to the other
party to the negotiations.
(4) It is contrary to good faith and fair dealing, in particular, for a person to
enter into or continue negotiations with no real intention of reaching
an agreement with the other party.
II. – 3:302: Breach of confidentiality

(1) If confidential information is given by one party in the course of ne-
gotiations, the other party is under a duty not to disclose that infor-
mation or use it for that party’s own purposes whether or not a con-
tract is subsequently concluded.
(2) In this Article, “confidential information” means information which,
either from its nature or the circumstances in which it was obtained,
the party receiving the information knows or could reasonably be ex-
pected to know is confidential to the other party.
(3) A party who reasonably anticipates a breach of the duty may obtain a
court order prohibiting it.
(4) A party who is in breach of the duty is liable to pay damages to the
other party for any loss caused by the breach and may be ordered to pay
over to the other party any benefit obtained by the breach.
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Chapter 4: Formation II. – 4:102
Section 4:
Unsolicited goods or services
II. – 3:401 No obligation arising from failure to respond

(1) If a business delivers unsolicited goods to, or performs unsolicited ser-
vices for, a consumer:
(a) no contract arises from the consumer’s failure to respond or from
any other action or inaction by the consumer in relation to the
goods and services; and
(b) no non-contractual obligation arises from the consumer’s acquisi-
tion, retention, rejection or use of the goods or receipt of benefit
from the services.
(2) Sub-paragraph (b)
of the preceding paragraph does not apply if the goods or services were
supplied:
(a) by way of benevolent intervention in another’s affairs; or
(b) in error or in such other circumstances that there is a right to re-
versal of an unjustified enrichment.
(3) This Article is subject to the rules on delivery of excess quantity under a
contract for the sale of goods.
Chapter 4:
Formation
Section 1:
General provisions
II. – 4:101: Requirements for the conclusion of a contract

A contract is concluded, without any further requirement, if the parties:
(a) intend to enter into a binding legal relationship or bring about some
other legal effect; and
(b) reach a sufficient agreement.
II. – 4:102: How intention is determined

The intention of a party to enter into a binding legal relationship or bring
about some other legal effect is to be determined from the party’s state-
ments or conduct as they were reasonably understood by the other party.
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II. – 4:103: Sufficient agreement

(1) Agreement is sufficient if:
(a) the terms of the contract have been sufficiently defined by the
parties for the contract to be given effect; or
(b) the terms of the contract, or the rights and obligations of the par-
ties under it, can be otherwise sufficiently determined for the con-
tract to be given effect.
(2) If one of the parties refuses to conclude a contract unless the parties
have agreed on some specific matter, there is no contract unless agree-
ment on that matter has been reached.
II. – 4:104: Merger clause

(1) If a contract document contains an individually negotiated clause stat-
ing that the document embodies all the terms of the contract (a merger
clause), any prior statements, undertakings or agreements which are
not embodied in the document do not form part of the contract.
(2) If the merger clause is not individually negotiated it establishes only a
presumption that the parties intended that their prior statements, un-
dertakings or agreements were not to form part of the contract. This
rule may not be excluded or restricted.
(3) The parties’ prior statements may be used to interpret the contract.
This rule may not be excluded or restricted except by an individually
negotiated clause.
(4) A party may by statements or conduct be precluded from asserting a
merger clause to the extent that the other party has reasonably relied
on such statements or conduct.
II. – 4:105: Modification in certain form only

(1) A term in a contract requiring any agreement to modify its terms, or to
terminate the relationship resulting from it, to be in a certain form
establishes only a presumption that any such agreement is not intend-
ed to be legally binding unless it is in that form.
(2) A party may by statements or conduct be precluded from asserting
such a term to the extent that the other party has reasonably relied on
such statements or conduct.
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Section 2:
Offer and acceptance
II. – 4:201: Offer

(1) A proposal amounts to an offer if:
(a) it is intended to result in a contract if the other party accepts it; and
(b) it contains sufficiently definite terms to form a contract.
(2) An offer may be made to one or more specific persons or to the public.
(3) A proposal to supply goods or services at stated prices made by a busi-
ness in a public advertisement or a catalogue, or by a display of goods,
is treated, unless the circumstances indicate otherwise, as an offer to
sell or supply at that price until the stock of goods, or the business’s
capacity to supply the service, is exhausted.
II. – 4:202: Revocation of offer

(1) An offer may be revoked if the revocation reaches the offeree before the
offeree has dispatched an acceptance or, in cases of acceptance by
conduct, before the contract has been concluded.
(2) An offer made to the public can be revoked by the same means as were
used to make the offer.
(3) However, a revocation of an offer is ineffective if:
(a) the offer indicates that it is irrevocable;
(b) the offer states a fixed time for its acceptance; or
(c) it was reasonable for the offeree to rely on the offer as being irre-
vocable and the offeree has acted in reliance on the offer.
II. – 4:203: Rejection of offer

When a rejection of an offer reaches the offeror, the offer lapses.
II. – 4:204: Acceptance

(1) Any form of statement or conduct by the offeree is an acceptance if it
indicates assent to the offer.
(2) Silence or inactivity does not in itself amount to acceptance.
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II. – 4:205: Time of conclusion of the contract

(1) If an acceptance has been dispatched by the offeree the contract is
concluded when the acceptance reaches the offeror.
(2) In the case of acceptance by conduct, the contract is concluded when
notice of the conduct reaches the offeror.
(3) If by virtue of the offer, of practices which the parties have established
between themselves, or of a usage, the offeree may accept the offer by
doing an act without notice to the offeror, the contract is concluded
when the offeree begins to do the act.
II. – 4:206: Time limit for acceptance

(1) An acceptance of an offer is effective only if it reaches the offeror with-
in the time fixed by the offeror.
(2) If no time has been fixed by the offeror the acceptance is effective only
if it reaches the offeror within a reasonable time.
(3) Where an offer may be accepted by performing an act without notice to
the offeror, the acceptance is effective only if the act is performed with-
in the time for acceptance fixed by the offeror or, if no such time is
fixed, within a reasonable time.
II. – 4:207: Late acceptance

(1) A late acceptance is nonetheless effective as an acceptance if without
undue delay the offeror informs the offeree that it is treated as an ef-
fective acceptance.
(2) If a letter or other communication containing a late acceptance shows
that it has been dispatched in such circumstances that if its transmis-
sion had been normal it would have reached the offeror in due time, the
late acceptance is effective as an acceptance unless, without undue
delay, the offeror informs the offeree that the offer is considered to
have lapsed.
II. – 4:208: Modified acceptance

(1) A reply by the offeree which states or implies additional or different
terms which materially alter the terms of the offer is a rejection and a
new offer.
(2) A reply which gives a definite assent to an offer operates as an accept-
ance even if it states or implies additional or different terms, provided
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these do not materially alter the terms of the offer. The additional or
different terms then become part of the contract.
(3) However, such a reply is treated as a rejection of the offer if:
(a) the offer expressly limits acceptance to the terms of the offer;
(b) the offeror objects to the additional or different terms without un-
due delay; or
(c) the offeree makes the acceptance conditional upon the offeror’s
assent to the additional or different terms, and the assent does not
reach the offeree within a reasonable time.
II. – 4:209: Conflicting standard terms

(1) If the parties have reached agreement except that the offer and accept-
ance refer to conflicting standard terms, a contract is nonetheless
formed. The standard terms form part of the contract to the extent that
they are common in substance.
(2) However, no contract is formed if one party:
(a) has indicated in advance, explicitly, and not by way of standard
terms, an intention not to be bound by a contract on the basis of
paragraph (1); or
(b) without undue delay, informs the other party of such an intention.
II. – 4:210: Formal confirmation of contract between businesses

If businesses have concluded a contract but have not embodied it in a final
document, and one without undue delay sends the other a notice in textual
form on a durable medium which purports to be a confirmation of the
contract but which contains additional or different terms, such terms be-
come part of the contract unless:
(a) the terms materially alter the terms of the contract; or
(b) the addressee objects to them without undue delay.
II. – 4:211: Contracts not concluded through offer and acceptance

The rules in this Section apply with appropriate adaptations even though
the process of conclusion of a contract cannot be analysed into offer and
acceptance.
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Section 3:
Other juridical acts
II. – 4:301: Requirements for a unilateral juridical act

The requirements for a unilateral juridical act are:
(a) that the party doing the act intends to be legally bound or to achieve
the relevant legal effect;
(b) that the act is sufficiently certain; and
(c) that notice of the act reaches the person to whom it is addressed or, if
the act is addressed to the public, the act is made public by advertise-
ment, public notice or otherwise.
II. – 4:302: How intention is determined

The intention of a party to be legally bound or to achieve the relevant legal
effect is to be determined from the party’s statements or conduct as they
were reasonably understood by the person to whom the act is addressed.
II. – 4:303: Right or benefit may be rejected

Where a unilateral juridical act confers a right or benefit on the person to
whom it is addressed, that person may reject it by notice to the maker of the
act, provided that is done without undue delay and before the right or
benefit has been expressly or impliedly accepted. On such rejection, the
right or benefit is treated as never having accrued.
Chapter 5:
Right of withdrawal
Section 1:
Exercise and effect
II. – 5:101: Scope and mandatory nature

(1) The provisions in this Section apply where under any rule in Section 2
or Book IV a party has a right to withdraw from a contract within a
certain period.
(2) The parties may not, to the detriment of the entitled party, exclude the
application of the rules in this Chapter or derogate from or vary their
effects.
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Chapter 5: Right of withdrawal II. – 5:105
II. – 5:102: Exercise of right to withdraw

A right to withdraw is exercised by notice to the other party. No reasons
need to be given. Returning the subject matter of the contract is considered
a notice of withdrawal unless the circumstances indicate otherwise.
II. – 5:103: Withdrawal period

(1) A right to withdraw may be exercised at any time before the end of the
withdrawal period, even if that period has not begun.
(2) Unless provided otherwise, the withdrawal period begins at the latest
of the following times;
(a) the time of conclusion of the contract;
(b) the time when the entitled party receives from the other party ade-
quate notification of the right to withdraw; or
(c) if the subject-matter of the contract is the delivery of goods, the
time when the goods are received.
(3) The withdrawal period ends fourteen days after it has begun, but no
later than one year after the time of conclusion of the contract.
(4) A notice of withdrawal is timely if dispatched before the end of this
period.
II. – 5:104: Adequate notification of the right to withdraw

An adequate notification of the right to withdraw requires that the right is
appropriately brought to the entitled party’s attention, and that the notifi-
cation provides, in textual form on a durable medium and in clear and
comprehensible language, information about how the right may be exer-
cised, the withdrawal period, and the name and address of the person to
whom the withdrawal is to be communicated.
II. – 5:105: Effects of withdrawal

(1) Withdrawal terminates the contractual relationship and the obligations
of both parties under the contract.
(2) The restitutionary effects of such termination are governed by the rules
in Book III, Chapter 3, Section 5, Sub-section 4 (Restitution) as mod-
ified by this Article, unless the contract provides otherwise in favour of
the withdrawing party. Any payment made by the withdrawing party
must be returned without undue delay, and in any case not later than
thirty days after the withdrawal becomes effective.
(3) The withdrawing party is not liable to pay:
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(a) for any diminution in the value of anything received under the
contract caused by inspection and testing;
(b) for any destruction or loss of, or damage to, anything received
under the contract, provided the withdrawing party used reason-
able care to prevent such destruction, loss or damage.
(4) The withdrawing party is liable for any diminution in value caused by
normal use, unless that party had not received adequate notice of the
right of withdrawal.
(5) Except as provided in this Article, the withdrawing party does not incur
any liability through the exercise of the right of withdrawal.
II. – 5:106: Linked contracts

(1) If a consumer exercises a right of withdrawal from a contract for the
supply of goods or services by a business, the effects of withdrawal
extend to any linked contract.
(2) Where a contract is partially or exclusively financed by a credit con-
tract, they form linked contracts, in particular:
(a) if the business supplying goods or services finances the consu-
mer’s performance;
(b) if a third party which finances the consumer’s performance uses
the services of the business for preparing or concluding the credit
contract;
(c) if the credit contract refers to specific goods or services to be fi-
nanced with this credit, and if this link between both contracts
was suggested by the supplier of goods or services, or by the sup-
plier of credit; or
(d) if there is a similar economic link.
(3) The provisions of II. – 5:105 (Effects of withdrawal) apply accordingly
to the linked contract.
(4) Paragraph (1) does not apply to credit contracts financing the con-
tracts mentioned in paragraph (2)(f) of the following Article.
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Chapter 5: Right of withdrawal II. – 5:201
Section 2:
Particular rights of withdrawal
II. – 5:201: Contracts negotiated away from business premises

(1) A consumer is entitled to withdraw from a contract under which a
business supplies goods or services, including financial services, to the
consumer, or is granted a personal security by the consumer, if the
consumer’s offer or acceptance was expressed away from the business
premises.
(2) Paragraph (1) does not apply to:
(a) a contract concluded by means of an automatic vending machine
or automated commercial premises;
(b) a contract concluded with telecommunications operators through
the use of public payphones;
(c) a contract for the construction and sale of immovable property or
relating to other immovable property rights, except for rental;
(d) a contract for the supply of foodstuffs, beverages or other goods
intended for everyday consumption supplied to the home, resi-
dence or workplace of the consumer by regular roundsmen;
(e) a contract concluded by means of distance communication, but
outside of an organised distance sales or service-provision scheme
run by the supplier;
(f) a contract for the supply of goods or services whose price depends
on fluctuations in the financial market outside the supplier’s con-
trol, which may occur during the withdrawal period;
(g) a contract concluded at an auction;
(h) travel and baggage insurance policies or similar short-term insur-
ance policies of less than one month’s duration.
(3) If the business has exclusively used means of distance communication
for concluding the contract, paragraph (1) also does not apply if the
contract is for:
(a) the supply of accommodation, transport, catering or leisure servi-
ces, where the business undertakes, when the contract is conclu-
ded, to supply these services on a specific date or within a specific
period;
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(b) the supply of services other than financial services if performance

has begun, at the consumer’s express and informed request, before
the end of the withdrawal period referred to in II. – 5:103 (With-
drawal period) paragraph (1);
(c) the supply of goods made to the consumer’s specifications or
clearly personalised or which, by reason of their nature, cannot be
returned or are liable to deteriorate or expire rapidly;
(d) the supply of audio or video recordings or computer software
(i) which were unsealed by the consumer, or
(ii) which can be downloaded or reproduced for permanent use, in
case of supply by electronic means;
(e) the supply of newspapers, periodicals and magazines;
(f) gaming and lottery services.
(4) With regard to financial services, paragraph (1) also does not apply to
contracts that have been fully performed by both parties, at the con-
sumer’s express request, before the consumer exercises his or her right
of withdrawal.
II. – 5:202: Timeshare contracts

(1) A consumer who acquires a right to use immovable property under a
timeshare contract with a business is entitled to withdraw from the
contract.
(2) Where a consumer exercises the right of withdrawal under paragraph
(1), the contract may require the consumer to reimburse those expen-
ses which:
(a) have been incurred as a result of the conclusion of and withdrawal
from the contract;
(b) correspond to legal formalities which must be completed before
the end of the period referred to in II. – 5:103 (Withdrawal period)
paragraph (1);
(c) are reasonable and appropriate;
(d) are expressly mentioned in the contract, and
(e) are in conformity with any applicable rules on such expenses.
The consumer is not obliged to reimburse any expenses when exercising
the right of withdrawal in the situation covered by paragraph (1) of II. –
3:107 (Remedies for breach of information duties).
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Chapter 6: Representation II. – 6:103
(3) The business must not demand or accept any advance payment by the
consumer during the period in which the latter may exercise the right of
withdrawal.
Chapter 6:
Representation
II. – 6:101: Scope

(1) This Chapter applies to the external relationships created by acts of
representation – that is to say, the relationships between:
(a) the principal and the third party; and
(b) the representative and the third party.
(2) It applies also to situations where a person purports to be a represen-
tative without actually being a representative.
(3) It does not apply to the internal relationship between the representative
and the principal.
II. – 6:102: Definitions

(1) A “representative” is a person who has authority to affect the legal
position of another person (the principal) in relation to a third party
by acting on behalf of the principal.
(2) The “authority” of a representative is the power to affect the principal’s
legal position.
(3) The “authorisation” of the representative is the granting or maintaining
of the authority.
(4) “Acting without authority” includes acting beyond the scope of the
authority granted.
(5) A “third party”, in this Chapter, includes the representative who, when
acting for the principal, also acts in a personal capacity as the other
party to the transaction.
II. – 6:103: Authorisation

(1) The authority of a representative may be granted by the principal or by
the law.
(2) The principal’s authorisation may be express or implied.
(3) If a person causes a third party reasonably and in good faith to believe
that the person has authorised a representative to perform certain acts,
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the person is treated as a principal who has so authorised the apparent

representative.
II. – 6:104: Scope of authority

(1) The scope of the representative’s authority is determined by the grant.
(2) The representative has authority to perform all incidental acts neces-
sary to achieve the purposes for which the authority was granted.
(3) A representative has authority to delegate authority to another person
(the delegate) to do acts on behalf of the principal which it is not
reasonable to expect the representative to do personally. The rules of
this Chapter apply to acts done by the delegate.
II. – 6:105: When representative’s act affects

principal’s legal position
When the representative acts:
(a) in the name of a principal or otherwise in such a way as to indicate to
the third party an intention to affect the legal position of a principal;
and
(b) within the scope of the representative’s authority,
the act affects the legal position of the principal in relation to the third
party as if it had been done by the principal. It does not as such give
rise to any legal relation between the representative and the third party.
II. – 6:106: Representative acting in own name

When the representative, despite having authority, does an act in the re-
presentative’s own name or otherwise in such a way as not to indicate to
the third party an intention to affect the legal position of a principal, the act
affects the legal position of the representative in relation to the third party
as if done by the representative in a personal capacity. It does not as such
affect the legal position of the principal in relation to the third party unless
this is specifically provided for by any rule of law.
II. – 6:107: Person purporting to act as representative but not

having authority
(1) When a person acts in the name of a principal or otherwise in such a
way as to indicate to the third party an intention to affect the legal
position of a principal but acts without authority, the act does not
affect the legal position of the purported principal or, save as provided
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Chapter 6: Representation II. – 6:110
in paragraph (2), give rise to legal relations between the unauthorised

person and the third party.
(2) Failing ratification by the purported principal, the person is liable to pay
the third party such damages as will place the third party in the same
position as if the person had acted with authority.
(3) Paragraph (2) does not apply if the third party knew or could reason-
ably be expected to have known of the lack of authority.
II. – 6:108: Unidentified principal

If a representative acts for a principal whose identity is to be revealed later,
but fails to reveal that identity within a reasonable time after a request by
the third party, the representative is treated as having acted in a personal
capacity.
II. – 6:109: Conflict of interest

(1) If an act done by a representative involves the representative in a con-
flict of interest of which the third party knew or could reasonably be
expected to have known, the principal may avoid the act according to
the provisions of II. – 7:209 (Notice of avoidance) to II. – 7:213 (Partial
avoidance).
(2) There is presumed to be a conflict of interest where:
(a) the representative also acted as representative for the third party; or
(b) the transaction was with the representative in a personal capacity.
(3) However, the principal may not avoid the act:
(a) if the representative acted with the principal’s prior consent; or
(b) if the representative had disclosed the conflict of interest to the
principal and the principal did not object within a reasonable time;
or
(c) if the principal otherwise knew, or could reasonably be expected to
have known, of the representative’s involvement in the conflict of
interest and did not object within a reasonable time.
II. – 6:110: Several representatives

Where several representatives have authority to act for the same principal,
each of them may act separately.
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II. – 6:111: Ratification

(1) Where a person purports to act as a representative but acts without
authority, the purported principal may ratify the act.
(2) Upon ratification, the act is considered as having been done with au-
thority, without prejudice to the rights of other persons.
(3) The third party who knows that an act was done without authority may
by notice to the purported principal specify a reasonable period of time
for ratification. If the act is not ratified within that period ratification is
no longer possible.
II. – 6:112: Effect of ending or restriction of authorisation

(1) The authority of a representative continues in relation to a third party
who knew of the authority notwithstanding the ending or restriction of
the representative’s authorisation until the third party knows or can
reasonably be expected to know of the ending or restriction.
(2) Where the principal is under an obligation to the third party not to end
or restrict the representative’s authorisation, the authority of a repre-
sentative continues notwithstanding an ending or restriction of the
authorisation even if the third party knows of the ending or restriction.
(3) The third party can reasonably be expected to know of the ending or
restriction if, in particular, it has been communicated or publicised in
the same way as the granting of the authority was originally commu-
nicated or publicised.
(4) Notwithstanding the ending of authorisation, the representative con-
tinues to have authority for a reasonable time to perform those acts
which are necessary to protect the interests of the principal or the
principal’s successors.
Chapter 7:
Grounds of invalidity
Section 1:
General provisions
II. – 7:101: Scope

(1) This Chapter deals with the effects of:
(a) mistake, fraud, threats, or unfair exploitation; and
(b) infringement of fundamental principles or mandatory rules.
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Chapter 7: Grounds of invalidity II. – 7:201
(2) It does not deal with lack of capacity.

(3) It applies in relation to contracts and, with any necessary adaptations,
other juridical acts.
II. – 7:102: Initial impossibility

A contract is not invalid, in whole or in part, merely because at the time it is
concluded performance of any obligation assumed is impossible, or be-
cause a party is not entitled to dispose of any assets to which the contract
relates.
Section 2:
Vitiated consent or intention
II. – 7:201: Mistake

(1) A party may avoid a contract for mistake of fact or law existing when
the contract was concluded if:
(a) the party, but for the mistake, would not have concluded the con-
tract or would have done so only on fundamentally different terms
and the other party knew or could reasonably be expected to have
known this; and
(b) the other party;
(i) caused the mistake;
(ii) caused the contract to be concluded in mistake by leaving the
mistaken party in error, contrary to good faith and fair dealing,
when the other party knew or could reasonably be expected to
have known of the mistake;
(iii) caused the contract to be concluded in mistake by failing to
comply with a pre-contractual information duty or a duty to
make available a means of correcting input errors; or
(iv) made the same mistake.
(2) However a party may not avoid the contract for mistake if:
(a) the mistake was inexcusable in the circumstances; or
(b) the risk of the mistake was assumed, or in the circumstances
should be borne, by that party.
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II. – 7:202: Inaccuracy in communication may be

treated as mistake
An inaccuracy in the expression or transmission of a statement is treated as
a mistake of the person who made or sent the statement.
II. – 7:203: Adaptation of contract in case of mistake

(1) If a party is entitled to avoid the contract for mistake but the other party
performs, or indicates a willingness to perform, the obligations under
the contract as it was understood by the party entitled to avoid it, the
contract is treated as having been concluded as that party understood
it. This applies only if the other party performs, or indicates a willing-
ness to perform, without undue delay after being informed of the man-
ner in which the party entitled to avoid it understood the contract and
before that party acts in reliance on any notice of avoidance.
(2) After such performance or indication the right to avoid is lost and any
earlier notice of avoidance is ineffective.
(3) Where both parties have made the same mistake, the court may at the
request of either party bring the contract into accordance with what
might reasonably have been agreed had the mistake not occurred.
II. – 7:204: Liability for loss caused by reliance on

incorrect information
(1) A party who has concluded a contract in reasonable reliance on incor-
rect information given by the other party in the course of negotiations
has a right to damages for loss suffered as a result if the provider of the
information:
(a) believed the information to be incorrect or had no reasonable
grounds for believing it to be correct; and
(b) knew or could reasonably be expected to have known that the
recipient would rely on the information in deciding whether or not
to conclude the contract on the agreed terms.
(2) This Article applies even if there is no right to avoid the contract.
II. – 7:205: Fraud

(1) A party may avoid a contract when the other party has induced the
conclusion of the contract by fraudulent misrepresentation, whether
by words or conduct, or fraudulent non-disclosure of any information
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which good faith and fair dealing, or any pre-contractual information

duty, required that party to disclose.
(2) A misrepresentation is fraudulent if it is made with knowledge or belief
that the representation is false and is intended to induce the recipient
to make a mistake. A non-disclosure is fraudulent if it is intended to
induce the person from whom the information is withheld to make a
mistake.
(3) In determining whether good faith and fair dealing required a party to
disclose particular information, regard should be had to all the circum-
stances, including:
(a) whether the party had special expertise;
(b) the cost to the party of acquiring the relevant information;
(c) whether the other party could reasonably acquire the information
by other means; and
(d) the apparent importance of the information to the other party.
II. – 7:206: Coercion or threats

(1) A party may avoid a contract when the other party has induced the
conclusion of the contract by coercion or by the threat of an imminent
and serious harm which it is wrongful to inflict, or wrongful to use as a
means to obtain the conclusion of the contract.
(2) A threat is not regarded as inducing the contract if in the circumstances
the threatened party had a reasonable alternative.
II. – 7:207: Unfair exploitation

(1) A party may avoid a contract if, at the time of the conclusion of the
contract:
(a) the party was dependent on or had a relationship of trust with the
other party, was in economic distress or had urgent needs, was
improvident, ignorant, inexperienced or lacking in bargaining skill;
and
(b) the other party knew or could reasonably be expected to have
known this and, given the circumstances and purpose of the con-
tract, exploited the first party’s situation by taking an excessive
benefit or grossly unfair advantage.
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(2) Upon the request of the party entitled to avoidance, a court may if it is
appropriate adapt the contract in order to bring it into accordance with
what might have been agreed had the requirements of good faith and
fair dealing been observed.
(3) A court may similarly adapt the contract upon the request of a party
receiving notice of avoidance for unfair exploitation, provided that this
party informs the party who gave the notice without undue delay after
receiving it and before that party has acted in reliance on it.
II. – 7:208: Third persons

(1) Where a third person for whose acts a party is responsible or who with
a party’s assent is involved in the making of a contract:
(a) causes a mistake, or knows of or could reasonably be expected to
know of a mistake; or
(b) is guilty of fraud, coercion, threats or unfair exploitation, remedies
under this Section are available as if the behaviour or knowledge
had been that of the party.
(2) Where a third person for whose acts a party is not responsible and who
does not have the party’s assent to be involved in the making of a
contract is guilty of fraud, coercion, threats or unfair exploitation, re-
medies under this Section are available if the party knew or could rea-
sonably be expected to have known of the relevant facts, or at the time
of avoidance has not acted in reliance on the contract.
II. – 7:209: Notice of avoidance

Avoidance under this Section is effected by notice to the other party.
II. – 7:210: Time

A notice of avoidance under this Section is ineffective unless given within a
reasonable time, with due regard to the circumstances, after the avoiding
party knew or could reasonably be expected to have known of the relevant
facts or became capable of acting freely.
II. – 7:211: Confirmation

If a party who is entitled to avoid a contract under this Section confirms it,
expressly or impliedly, after the period of time for giving notice of avoid-
ance has begun to run, avoidance is excluded.
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II. – 7:212: Effects of avoidance

(1) A contract which may be avoided under this Section is valid until avoi-
ded but, once avoided, is retrospectively invalid from the beginning.
(2) The question whether either party has a right to the return of whatever
has been transferred or supplied under a contract which has been avoi-
ded under this Section, or a monetary equivalent, is regulated by the
rules on unjustified enrichment.
(3) The effect of avoidance under this Section on the ownership of prop-
erty which has been transferred under the avoided contract is governed
by the rules on the transfer of property.
II. – 7:213: Partial avoidance

If a ground of avoidance under this Section affects only particular terms of a
contract, the effect of an avoidance is limited to those terms unless, giving
due consideration to all the circumstances of the case, it is unreasonable to
uphold the remaining contract.
II. – 7:214: Damages for loss

(1) A party who has the right to avoid a contract under this Section (or
who had such a right before it was lost by the effect of time limits or
confirmation) is entitled, whether or not the contract is avoided, to
damages from the other party for any loss suffered as a result of the
mistake, fraud, coercion, threats or unfair exploitation, provided that
the other party knew or could reasonably be expected to have known of
the ground for avoidance.
(2) The damages recoverable are such as to place the aggrieved party as
nearly as possible in the position in which that party would have been
if the contract had not been concluded, with the further limitation that,
if the party does not avoid the contract, the damages are not to exceed
the loss caused by the mistake, fraud, coercion, threats or unfair ex-
ploitation.
(3) In other respects the rules on damages for non-performance of a con-
tractual obligation apply with any appropriate adaptation.
II. – 7:215: Exclusion or restriction of remedies

(1) Remedies for fraud, coercion, threats and unfair exploitation cannot be
excluded or restricted.
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(2) Remedies for mistake may be excluded or restricted unless the exclu-
sion or restriction is contrary to good faith and fair dealing.
II. – 7:216: Overlapping remedies

A party who is entitled to a remedy under this Section in circumstances
which afford that party a remedy for non-performance may pursue either
remedy.
Section 3:
Infringement of fundamental principles or mandatory rules
II. – 7:301: Contracts infringing fundamental principles

A contract is void to the extent that:
(a) it infringes a principle recognised as fundamental in the laws of the
Member States of the European Union; and
(b) nullity is required to give effect to that principle.
II. – 7:302: Contracts infringing mandatory rules

(1) Where a contract is not void under the preceding Article but infringes a
mandatory rule of law, the effects of that infringement on the validity
of the contract are the effects, if any, expressly prescribed by that man-
datory rule.
(2) Where the mandatory rule does not expressly prescribe the effects of
an infringement on the validity of a contract, a court may;
(a) declare the contract to be valid;
(b) avoid the contract, with retrospective effect, in whole or in part; or
(c) modify the contract or its effects.
(3) A decision reached under paragraph (2) should be an appropriate and
proportional response to the infringement, having regard to all relevant
circumstances, including:
(a) the purpose of the rule which has been infringed;
(b) the category of persons for whose protection the rule exists;
(c) any sanction that may be imposed under the rule infringed;
(d) the seriousness of the infringement;
(e) whether the infringement was intentional; and
(f) the closeness of the relationship between the infringement and the
contract.
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Chapter 8: Interpretation II. – 8:101
II. – 7:303: Effects of nullity or avoidance

(1) The question whether either party has a right to the return of whatever
has been transferred or supplied under a contract, or part of a contract,
which is void or has been avoided under this Section, or a monetary
equivalent, is regulated by the rules on unjustified enrichment.
(2) The effect of nullity or avoidance under this Section on the ownership
of property which has been transferred under the void or avoided con-
tract, or part of a contract, is governed by the rules on the transfer of
property.
(3) This Article is subject to the powers of the court to modify the contract
or its effects.
II. – 7:304: Damages for loss

(1) A party to a contract which is void or avoided, in whole or in part,
under this Section is entitled to damages from the other party for any
loss suffered as a result of the invalidity, provided that the first party did
not know and could not reasonably be expected to have known, and
the other party knew or could reasonably be expected to have known,
of the infringement.
(2) The damages recoverable are such as to place the aggrieved party as
nearly as possible in the position in which that party would have been
if the contract had not been concluded or the infringing term had not
been included.
Chapter 8:
Interpretation
Section 1:
Interpretation of contracts
II. – 8:101: General rules

(1) A contract is to be interpreted according to the common intention of
the parties even if this differs from the literal meaning of the words.
(2) If one party intended the contract, or a term or expression used in it, to
have a particular meaning, and at the time of the conclusion of the
contract the other party was aware, or could reasonably be expected to
have been aware, of the first party’s intention, the contract is to be
interpreted in the way intended by the first party.
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(3) The contract is, however, to be interpreted according to the meaning

which a reasonable person would give to it:
(a) if an intention cannot be established under the preceding para-
graphs; or
(b) if the question arises with a person, not being a party to the con-
tract or a person who by law has no better rights than such a party,
who has reasonably and in good faith relied on the contract’s ap-
parent meaning.
II. – 8:102: Relevant matters

(1) In interpreting the contract, regard may be had, in particular, to:
(a) the circumstances in which it was concluded, including the pre-
liminary negotiations;
(b) the conduct of the parties, even subsequent to the conclusion of
the contract;
(c) the interpretation which has already been given by the parties to
terms or expressions which are the same as, or similar to, those
used in the contract and the practices they have established be-
tween themselves;
(d) the meaning commonly given to such terms or expressions in the
branch of activity concerned and the interpretation such terms or
expressions may already have received;
(e) the nature and purpose of the contract;
(f) usages; and
(g) good faith and fair dealing.
(2) In a question with a person, not being a party to the contract or a
person such as an assignee who by law has no better rights than such
a party, who has reasonably and in good faith relied on the contract’s
apparent meaning, regard may be had to the circumstances mentioned
in sub-paragraphs (a) to (c) above only to the extent that those cir-
cumstances were known to, or could reasonably be expected to have
been known to, that person.
II. – 8:103: Interpretation against party supplying term

Where there is doubt about the meaning of a contract term not individually
negotiated, an interpretation of the term against the party who supplied it
is to be preferred.
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Chapter 8: Interpretation II. – 8:201
II. – 8:104: Preference for negotiated terms

Terms which have been individually negotiated take preference over those
which have not.
II. – 8:105: Reference to contract as a whole

Terms and expressions are to be interpreted in the light of the whole con-
tract in which they appear.
II. – 8:106: Preference for interpretation which gives terms effect

An interpretation which renders the terms of the contract lawful, or effec-
tive, is to be preferred to one which would not.
II. – 8:107: Linguistic discrepancies

Where a contract document is in two or more language versions none of
which is stated to be authoritative, there is, in case of discrepancy between
the versions, a preference for the interpretation according to the version in
which the contract was originally drawn up.
Section 2:
Interpretation of other juridical acts
II. – 8:201: General rules

(1) A unilateral juridical act is to be interpreted in the way in which it could
reasonably be expected to be understood by the person to whom it is
addressed.
(2) If the person making the juridical act intended the act, or a term or
expression used in it, to have a particular meaning, and at the time of
the act the person to whom it was addressed was aware, or could rea-
sonably be expected to have been aware, of the first person’s intention,
the act is to be interpreted in the way intended by the first person.
(3) The act is, however, to be interpreted according to the meaning which
a reasonable person would give to it:
(a) if neither paragraph (1) nor paragraph (2) applies; or
(b) if the question arises with a person, not being the addressee or a
person who by law has no better rights than the addressee, who
has reasonably and in good faith relied on the contract’s apparent
meaning.
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II. – 8:202: Application of other rules by analogy

The provisions of Section 1, apart from its first Article, apply with appro-
priate adaptations to the interpretation of a juridical act other than a con-
tract.
Chapter 9:
Contents and effects of contracts
Section 1:
Contents
II. – 9:101: Terms of a contract

(1) The terms of a contract may be derived from the express or tacit agree-
ment of the parties, from rules of law or from practices established
between the parties or usages.
(2) Where it is necessary to provide for a matter which the parties have not
foreseen or provided for, a court may imply an additional term, having
regard in particular to:
(a) the nature and purpose of the contract;
(b) the circumstances in which the contract was concluded; and
(c) the requirements of good faith and fair dealing.
(3) Any term implied under paragraph (2) should, where possible, be such
as to give effect to what the parties, had they provided for the matter,
would probably have agreed.
(4) Paragraph (2) does not apply if the parties have deliberately left a mat-
ter unprovided for, accepting the consequences of so doing.
II. – 9:102: Certain pre-contractual statements regarded

as contract terms
(1) A statement made by one party before a contract is concluded is re-
garded as a term of the contract if the other party reasonably under-
stood it as being made on the basis that it would form part of the
contract terms if a contract were concluded. In assessing whether the
other party was reasonable in understanding the statement in that way
account may be taken of:
(a) the apparent importance of the statement to the other party;
(b) whether the party was making the statement in the course of busi-
ness; and
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Chapter 9: Contents and effects of contracts II. – 9:103
(c) the relative expertise of the parties.

(2) If one of the parties to a contract is a business and before the contract is
concluded makes a statement, either to the other party or publicly,
about the specific characteristics of what is to be supplied by that
business under the contract, the statement is regarded as a term of
the contract unless:
(a) the other party was aware when the contract was concluded, or
could reasonably be expected to have been so aware, that the
statement was incorrect or could not otherwise be relied on as
such a term; or
(b) the other party’s decision to conclude the contract was not influ-
enced by the statement.
(3) For the purposes of paragraph (2), a statement made by a person en-
gaged in advertising or marketing on behalf of the business is treated as
being made by the business.
(4) Where the other party is a consumer then, for the purposes of para-
graph (2), a public statement made by or on behalf of a producer or
other person in earlier links of the business chain between the producer
and the consumer is treated as being made by the business unless the
business, at the time of conclusion of the contract, did not know and
could not reasonably be expected to have known of it.
(5) In the circumstances covered by paragraph (4) a business which at the
time of conclusion of the contract did not know and could not reason-
ably be expected to have known that the statement was incorrect has a
right to be indemnified by the person making the statement for any
liability incurred as a result of that paragraph.
II. – 9:103: Terms not individually negotiated

(1) Terms supplied by one party and not individually negotiated may be
invoked against the other party only if the other party was aware of
them, or if the party supplying the terms took reasonable steps to draw
the other party’s attention to them, before or when the contract was
concluded.
(2) If a contract is to be concluded by electronic means, the party supply-
ing any terms which have not been individually negotiated may invoke
them against the other party only if they are made available to the other
party in textual form.
(3) For the purposes of this Article
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(a) “not individually negotiated” has the meaning given by II. – 9:403
(Meaning of “not individually negotiated”); and
(b) terms are not sufficiently brought to the other party’s attention by
a mere reference to them in a contract document, even if that party
signs the document.
II. – 9:104: Determination of price

Where the amount of the price payable under a contract cannot be deter-
mined from the terms agreed by the parties, from any other applicable rule
of law or from usages or practices, the price payable is the price normally
charged in comparable circumstances at the time of the conclusion of the
contract or, if no such price is available, a reasonable price.
II. – 9:105: Unilateral determination by a party

Where the price or any other contractual term is to be determined by one
party and that party’s determination is grossly unreasonable then, notwith-
standing any provision in the contract to the contrary, a reasonable price or
other term is substituted.
II. – 9:106: Determination by a third person

(1) Where a third person is to determine the price or any other contractual
term and cannot or will not do so, a court may, unless this is incon-
sistent with the terms of the contract, appoint another person to de-
termine it.
(2) If a price or other term determined by a third person is grossly unrea-
sonable, a reasonable price or term is substituted.
II. – 9:107: Reference to a non-existent factor

Where the price or any other contractual term is to be determined by re-
ference to a factor which does not exist or has ceased to exist or to be
accessible, the nearest equivalent factor is substituted unless this would be
unreasonable in the circumstances in which case a reasonable price or
other term is substituted.
II. – 9:108: Quality

Where the quality of anything to be supplied or provided under the con-
tract cannot be determined from the terms agreed by the parties, from any
other applicable rule of law or from usages or practices, the quality required
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is the quality which the recipient could reasonably expect in the circum-
stances.
Section 2:
Simulation
II. – 9:201: Effect of simulation

(1) When the parties have concluded a contract or an apparent contract
and have deliberately done so in such a way that it has an apparent
effect different from the effect which the parties intend it to have, the
parties’ true intention prevails.
(2) However, the apparent effect prevails in relation to a person, not being
a party to the contract or apparent contract or a person who by law has
no better rights than such a party, who has reasonably and in good
faith relied on the apparent effect.
Section 3:
Effect of stipulation in favour of a third party
II. – 9:301: Basic rules

(1) The parties to a contract may, by the contract, confer a right or other
benefit on a third party. The third party need not be in existence or
identified at the time the contract is concluded.
(2) The nature and content of the third party’s right or benefit are deter-
mined by the contract and are subject to any conditions or other lim-
itations under the contract.
(3) The benefit conferred may take the form of an exclusion or limitation of
the third party’s liability to one of the contracting parties.
II. – 9:302: Rights, remedies and defences

Where one of the contracting parties is bound to render a performance to
the third party under the contract, then, in the absence of provision to the
contrary in the contract:
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(a) the third party has the same rights to performance and remedies for
non-performance as if the contracting party was bound to render the
performance under a binding unilateral promise in favour of the third
party; and
(b) the contracting party may assert against the third party all defences
which the contracting party could assert against the other party to the
contract.
II. – 9:303: Rejection or revocation of benefit

(1) The third party may reject the right or benefit by notice to either of the
contracting parties, if that is done without undue delay after being
notified of the right or benefit and before it has been expressly or im-
pliedly accepted. On such rejection, the right or benefit is treated as
never having accrued to the third party.
(2) The contracting parties may remove or modify the contractual term
conferring the right or benefit if this is done before either of them has
given the third party notice that the right or benefit has been conferred.
The contract determines whether and by whom and in what circum-
stances the right or benefit can be revoked or modified after that time.
(3) Even if the right or benefit conferred is by virtue of the contract revoc-
able or subject to modification, the right to revoke or modify is lost if
the parties have, or the party having the right to revoke or modify has,
led the third party to believe that it is not revocable or subject to mod-
ification and if the third party has reasonably acted in reliance on it.
Section 4:
Unfair terms
II. – 9:401: Mandatory nature of following provisions

The parties may not exclude the application of the provisions in this Sec-
tion or derogate from or vary their effects.
II. – 9:402: Duty of transparency in terms not individually

negotiated
(1) Terms which have not been individually negotiated must be drafted
and communicated in plain, intelligible language.
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(2) In a contract between a business and a consumer a term which has

been supplied by the business in breach of the duty of transparency
imposed by paragraph (1) may on that ground alone be considered
unfair.
II. – 9:403: Meaning of “not individually negotiated”

(1) A term supplied by one party is not individually negotiated if the other
party has not been able to influence its content, in particular because it
has been drafted in advance, whether or not as part of standard terms.
(2) If one party supplies a selection of terms to the other party, a term will
not be regarded as individually negotiated merely because the other
party chooses that term from that selection.
(3) The party supplying a standard term bears the burden of proving that it
has been individually negotiated.
(4) In a contract between a business and a consumer, the business bears
the burden of proving that a term supplied by the business, whether or
not as part of standard terms, has been individually negotiated.
(5) In contracts between a business and a consumer, terms drafted by a
third person are considered to have been supplied by the business,
unless the consumer introduced them to the contract.

a business and a consumer
In a contract between a business and a consumer, a term [which has not
been individually negotiated] is unfair for the purposes of this Section if it is
supplied by the business and if it significantly disadvantages the consumer,
contrary to good faith and fair dealing.

non-business parties
In a contract between parties neither of whom is a business, a term is unfair
for the purposes of this Section only if it is a term forming part of standard
terms supplied by one party and significantly disadvantages the other party,
contrary to good faith and fair dealing.
II. – 9:406: Meaning of “unfair” in contracts between businesses

A term in a contract between businesses is unfair for the purposes of this
Section only if it is a term forming part of standard terms supplied by one
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party and of such a nature that its use grossly deviates from good com-
mercial practice, contrary to good faith and fair dealing.
II. – 9:407: Exclusions from unfairness test

(1) Contract terms are not subjected to an unfairness test under this Sec-
tion if they are based on:
(a) provisions of the applicable law;
(b) international conventions to which the Member States are parties,
or to which the European Union is a party; or
(c) these rules.
(2) For contract terms which are drafted in plain and intelligible language,
the unfairness test extends neither to the definition of the main subject
matter of the contract, nor to the adequacy of the price to be paid.
II. – 9:408: Factors to be taken into account in assessing

unfairness
(1) When assessing the unfairness of a contractual term for the purposes
of this Section, regard is to be had to the duty of transparency under
II. – 9:402 (Duty of transparency in terms not individually negotiated),
to the nature of the goods or services to be provided under the con-
tract, to the circumstances prevailing during the conclusion of the con-
tract, to the other terms of the contract and to the terms of any other
contract on which the contract depends.
(2) For the purposes of II. – 9:404 (Meaning of “unfair” in contracts be-
tween a business and a consumer) the circumstances prevailing during
the conclusion of the contract include the extent to which the con-
sumer was given a real opportunity to become acquainted with the
term before the conclusion of the contract.
II. – 9:409: Effects of unfair terms

(1) A term which is unfair under this Section is not binding on the party
who did not supply it.
(2) If the contract can reasonably be maintained without the unfair term,
the other terms remain binding on the parties.
II. – 9:410: Exclusive jurisdiction clauses

(1) A term in a contract between a business and a consumer is unfair for
the purposes of this Section if it is supplied by the business and if it
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confers exclusive jurisdiction for all disputes arising under the contract
on the court for the place where the business is domiciled.
(2) Paragraph (1) does not apply if the chosen court is also the court for
the place where the consumer is domiciled.
II. – 9:411: Terms which are presumed to be unfair in contracts

between a business and a consumer
(1) A term in a contract between a business and a consumer is presumed
to be unfair for the purposes of this Section if it is supplied by the
business and if it:
(a) excludes or limits the liability of a business for death or personal
injury caused to a consumer through an act or omission of that
business;
(b) inappropriately excludes or limits the remedies, including any right
to set-off, available to the consumer against the business or a third
party for non-performance by the business of obligations under the
contract;
(c) makes binding on a consumer an obligation which is subject to a
condition the fulfilment of which depends solely on the intention
of the business;
(d) permits a business to keep money paid by a consumer if the latter
decides not to conclude the contract, or perform obligations under
it, without providing for the consumer to receive compensation of
an equivalent amount from the business in the reverse situation;
(e) requires a consumer who fails to perform his or her obligations to
pay a disproportionately high amount of damages;
(f) entitles a business to withdraw from or terminate the contractual
relationship on a discretionary basis without giving the same right
to the consumer, or entitles a business to keep money paid for
services not yet supplied in the case where the business withdraws
from or terminates the contractual relationship;
(g) enables a business to terminate a contractual relationship of inde-
terminate duration without reasonable notice, except where there
are serious grounds for doing so; this does not affect terms in fi-
nancial services contracts where there is a valid reason, provided
that the supplier is required to inform the other contracting party or
parties thereof immediately;
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(h) automatically extends a contract of fixed duration unless the con-

sumer indicates otherwise, in cases where such terms provide for
an unreasonably early deadline;
(i) enables a business to alter the terms of the contract unilaterally
without a valid reason which is specified in the contract; this does
not affect terms under which a supplier of financial services re-
serves the right to change the rate of interest to be paid by, or to,
the consumer, or the amount of other charges for financial services
without notice where there is a valid reason, provided that the
supplier is required to inform the consumer at the earliest oppor-
tunity and that the consumer is free to terminate the contractual
relationship with immediate effect; neither does it affect terms un-
der which a business reserves the right to alter unilaterally the con-
ditions of a contract of indeterminate duration, provided that the
business is required to inform the consumer with reasonable no-
tice, and that the consumer is free to terminate the contractual
relationship;
(j) enables a business to alter unilaterally without a valid reason any
characteristics of the goods or services to be provided;
(k) provides that the price of goods is to be determined at the time of
delivery, or allows a business to increase the price without giving
the consumer the right to withdraw if the increased price is too
high in relation to the price agreed at the conclusion of the con-
tract; this does not affect price-indexation clauses, where lawful,
provided that the method by which prices vary is explicitly descri-
bed;
(l) gives a business the right to determine whether the goods or ser-
vices supplied are in conformity with the contract, or gives the
business the exclusive right to interpret any term of the contract;
(m) limits the obligation of a business to respect commitments under-
taken by its agents, or makes its commitments subject to compli-
ance with a particular formality;
(n) obliges a consumer to fulfil all his or her obligations where the
business fails to fulfil its own;
(o) allows a business to transfer its rights and obligations under the
contract without the consumer’s consent, if this could reduce the
guarantees available to the consumer;
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(p) excludes or restricts a consumer’s right to take legal action or to

exercise any other remedy, in particular by referring the consumer
to arbitration proceedings which are not covered by legal provi-
sions, by unduly restricting the evidence available to the consumer,
or by shifting a burden of proof on to the consumer.
(2) Subparagraphs (g), (i) and (k) do not apply to:
(a) transactions in transferable securities, financial instruments and
other products or services where the price is linked to fluctuations
in a stock exchange quotation or index or a financial market rate
beyond the control of the business;
(b) contracts for the purchase or sale of foreign currency, traveller’s
cheques or international money orders denominated in foreign cur-
rency.
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Book III
Obligations and corresponding rights
Chapter 1:
General
III. – 1:101: Definitions

(1) An obligation is a duty to perform which one party to a legal relation-
ship, the debtor, owes to another party, the creditor.
(2) Performance of an obligation is the doing by the debtor of what is to be
done under the obligation or the not doing by the debtor of what is not
to be done.
(3) Non-performance of an obligation is any failure to perform the obliga-
tion, whether or not excused, and includes delayed performance and
any other performance which is not in accordance with the terms reg-
ulating the obligation.
(4) An obligation is reciprocal in relation to another obligation if:
(a) performance of the obligation is due in exchange for performance
of the other obligation;
(b) it is an obligation to facilitate or accept performance of the other
obligation; or
(c) it is so clearly connected to the other obligation or its subject mat-
ter that performance of the one can reasonably be regarded as de-
pendent on performance of the other.
(5) The terms regulating an obligation may be derived from a contract or
other juridical act, the law or a legally binding usage or practice, or a
court order; and similarly for the terms regulating a right.
III. – 1:102: Scope of Book

This Book applies to obligations within the scope of these rules, whether
they are contractual or not, and to corresponding rights to performance.
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III. – 1:103 Book III
III. – 1:103: Good faith and fair dealing

(1) A person has a duty to act in accordance with good faith and fair deal-
ing in performing an obligation, in exercising a right to performance, in
pursuing or defending a remedy for non-performance, or in exercising a
right to terminate an obligation or contractual relationship.
(2) The duty may not be excluded or limited by contract.
(3) Breach of the duty does not give rise directly to the remedies for non-
performance of an obligation but may preclude the person in breach
from exercising or relying on a right, remedy or defence which that
person would otherwise have.
III. – 1:104: Co-operation

The debtor and creditor are obliged to co-operate with each other when and
to the extent that this can reasonably be expected for the performance of
the debtor’s obligation.
III. – 1:105: Non-discrimination

Chapter 2 (Non-discrimination) of Book II applies with appropriate adap-
tations to:
(a) the performance of any obligation to provide access to, or supply,
goods, services or other benefits which are available to members of
the public;
(b) the exercise of a right to performance of any such obligation or the
pursuing or defending of any remedy for non-performance of any such
obligation; and
(c) the exercise of a right to terminate any such obligation.
III. – 1:106: Conditional rights and obligations

(1) The terms regulating a right or obligation may provide that it is con-
ditional upon the occurrence of an uncertain future event, so that it
takes effect only if the event occurs (suspensive condition) or comes to
an end if the event occurs (resolutive condition).
(2) Upon fulfilment of a suspensive condition, the relevant right or obli-
gation takes effect.
(3) Upon fulfilment of a resolutive condition, the relevant right or obliga-
tion comes to an end.
(4) When a party, contrary to the duty of good faith and fair dealing or the
obligation to co-operate, interferes with a condition so as to bring
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Chapter 1: General III. – 1:109
about its fulfilment or non-fulfilment to that party’s advantage, the

other party may treat the condition as not having been fulfilled or as
having been fulfilled as the case may be.
(5) When a contractual obligation comes to an end on the fulfilment of a
resolutive condition any restitutionary effects are regulated by the rules
in Chapter 3, Section 5, Sub-section 4 (Restitution) with appropriate
adaptations.
III. – 1:107: Time-limited rights and obligations

(1) The terms regulating a right or obligation may provide that it is to take
effect from or end at a specified time, after a specified period of time or
on the occurrence of an event which is certain to occur.
(2) It will take effect or come to an end at the time or on the event without
further steps having to be taken .
(3) When a contractual obligation comes to an end under this Article any
restitutionary effects are regulated by the rules in Chapter 3, Section 5,
Sub-section 4 (Restitution) with appropriate adaptations.
III. – 1:108: Variation or termination by agreement

(1) A right, obligation or contractual relationship may be varied or termi-
nated by agreement at any time.
(2) Where the parties do not regulate the effects of termination, then:
(a) it has prospective effect only and does not affect any right to dam-
ages, or a stipulated payment, for non-performance of any obliga-
tion performance of which was due before termination;
(b) it does not affect any provision for the settlement of disputes or
any other provision which is to operate even after termination; and
(c) in the case of a contractual obligation or relationship any restitu-
tionary effects are regulated by the rules in Chapter 3, Section 5,
III. – 1:109: Variation or termination by notice

(1) A right, obligation or contractual relationship may be varied or termi-
nated by notice by either party where this is provided for by the terms
regulating it.
(2) Where, in a case involving continuous or periodic performance of a
contractual obligation, the terms of the contract do not say when the
contractual relationship is to end or say that it will never end, it may be
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terminated by either party by giving a reasonable period of notice. If the

performance or counter-performance is to be made at regular intervals
the reasonable period of notice is not less than the interval between
performances or, if longer, between counter-performances.
(3) Where the parties do not regulate the effects of termination, then:
(a) it has prospective effect only and does not affect any right to dam-
ages, or a stipulated payment, for non-performance of any obliga-
tion performance of which was due before termination;
(b) it does not affect any provision for the settlement of disputes or
any other provision which is to operate even after termination; and
(c) in the case of a contractual obligation or relationship any restitu-
tionary effects are regulated by the rules in Chapter 3, Section 5,
III. – 1:110: Variation or termination by court on a change

of circumstances
(1) An obligation must be performed even if performance has become
more onerous, whether because the cost of performance has increased
or because the value of what is to be received in return has diminished.
(2) If, however, performance of a contractual obligation or of an obligation
arising from a unilateral juridical act becomes so onerous because of an
exceptional change of circumstances that it would be manifestly unjust
to hold the debtor to the obligation a court may:
(a) vary the obligation in order to make it reasonable and equitable in
the new circumstances; or
(b) terminate the obligation at a date and on terms to be determined
by the court.
(3) Paragraph (2) applies only if:
(a) the change of circumstances occurred after the time when the ob-
ligation was incurred,
(b) the debtor did not at that time take into account, and could not
reasonably be expected to have taken into account, the possibility
or scale of that change of circumstances;
(c) the debtor did not assume, and cannot reasonably be regarded as
having assumed, the risk of that change of circumstances; and
(d) the debtor has attempted, reasonably and in good faith, to achieve
by negotiation a reasonable and equitable adjustment of the terms
regulating the obligation.
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Chapter 2: Performance III. – 2:103
Chapter 2:
Performance
III. – 2:101: Place of performance

(1) If the place of performance of an obligation cannot be otherwise de-
termined from the terms regulating the obligation it is:
(a) in the case of a monetary obligation, the creditor’s place of busi-
ness;
(b) in the case of any other obligation, the debtor’s place of business.
(2) For the purposes of the preceding paragraph:
(a) if a party has more than one place of business, the place of busi-
ness is that which has the closest relationship to the obligation;
and
(b) if a party does not have a place of business, or the obligation does
not relate to a business matter, the habitual residence is substitu-
ted.
(3) If, in a case to which paragraph (1) applies, a party causes any increase
in the expenses incidental to performance by a change in place of busi-
ness or habitual residence subsequent to the time when the obligation
was incurred, that party must bear the increase.
III. – 2:102: Time of performance

(1) If the time at which, or a period of time within which, an obligation is
to be performed cannot otherwise be determined from the terms reg-
ulating the obligation it must be performed within a reasonable time
after it arises.
(2) If a period of time within which the obligation is to be performed can
be determined from the terms regulating the obligation, the obligation
may be performed at any time within that period chosen by the debtor
unless the circumstances of the case indicate that the creditor is to
choose the time.
III. – 2:103: Early performance

(1) A creditor may reject an offer to perform before performance is due
unless the early performance would not cause the creditor unreason-
able prejudice.
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(2) A creditor’s acceptance of early performance does not affect the time
fixed for the performance by the creditor of any reciprocal obligation.
III. – 2:104: Order of performance

If the order of performance of reciprocal obligations cannot be otherwise
determined from the terms regulating the obligations then, to the extent
that the obligations can be performed simultaneously, the parties are
bound to perform simultaneously unless the circumstances indicate other-
wise.
III. – 2:105: Alternative obligations or methods of performance

(1) Where a debtor is bound to perform one of two or more obligations, or
to perform an obligation in one of two or more ways, the choice be-
longs to the debtor, unless the terms regulating the obligations or ob-
ligation provide otherwise.
(2) If the party who is to make the choice fails to choose by the time when
performance is due, then:
(a) if the delay amounts to a fundamental non-performance, the right
to choose passes to the other party;
(b) if the delay does not amount to fundamental non-performance, the
other party may give a notice fixing an additional period of reason-
able length in which the party to choose must do so. If the latter
still fails to do so, the right to choose passes to the other party.
III. – 2:106: Performance entrusted to another

A debtor who entrusts performance of an obligation to another person
remains responsible for performance.
III. – 2:107: Performance by a third person

(1) Where personal performance by the debtor is not required by the terms
regulating the obligation, the creditor cannot refuse performance by a
third person if:
(a) the third person acts with the assent of the debtor; or
(b) the third person has a legitimate interest in performing and the
debtor has failed to perform or it is clear that the debtor will not
perform at the time performance is due.
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Chapter 2: Performance III. – 2:110
(2) Performance by a third person in accordance with paragraph (1) dis-

charges the debtor except to the extent that the third person takes over
the creditor’s right by assignment or subrogation.
(3) Where personal performance by the debtor is not required and the
creditor accepts performance of the debtor’s obligation by a third party
in circumstances not covered by paragraph (1) the debtor is discharged
but the creditor is liable to the debtor for any loss caused by that ac-
ceptance.
III. – 2:108: Method of payment

(1) Payment of money due may be made by any method used in the or-
dinary course of business.
(2) A creditor who accepts a cheque or other order to pay or a promise to
pay is presumed to do so only on condition that it will be honoured.
The creditor may not enforce the original obligation to pay unless the
order or promise is not honoured.
III. – 2:109: Currency of payment

(1) The debtor and the creditor may agree that payment is to be made only
in a specified currency.
(2) In the absence of such agreement, a sum of money expressed in a
currency other than that of the place where payment is due may be
paid in the currency of that place according to the rate of exchange
prevailing there at the time when payment is due.
(3) If, in a case falling within the preceding paragraph, the debtor has not
paid at the time when payment is due, the creditor may require pay-
ment in the currency of the place where payment is due according to
the rate of exchange prevailing there either at the time when payment is
due or at the time of actual payment.
(4) Where a monetary obligation is not expressed in a particular currency,
payment must be made in the currency of the place where payment is
to be made.
III. – 2:110: Imputation of performance

(1) Where a debtor has to perform several obligations of the same nature
and makes a performance which does not suffice to extinguish all of
the obligations, then subject to paragraph (5), the debtor may at the
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time of performance notify the creditor of the obligation to which ob-

ligation the performance is to be imputed.
(2) If the debtor does not make such a notification the creditor may, within
a reasonable time and by notifying the debtor, impute the performance
to one of the obligations.
(3) An imputation under paragraph (2) is not effective if it is to an obliga-
tion which is not yet due, or is illegal, or is disputed.
(4) In the absence of an effective imputation by either party, and subject to
the following paragraph, the performance is imputed to that obligation
which satisfies one of the following criteria in the sequence indicated:
(a) the obligation which is due or is the first to fall due;
(b) the obligation for which the creditor has the least security;
(c) the obligation which is the most burdensome for the debtor;
(d) the obligation which has arisen first.
If none of the preceding criteria applies, the performance is imputed pro-
portionately to all the obligations.
(5) In the case of a monetary obligation, a payment by the debtor is to be
imputed, first, to expenses, secondly, to interest, and thirdly, to prin-
cipal, unless the creditor makes a different imputation.
III. – 2:111: Property not accepted

(1) A person who has an obligation to deliver or return corporeal property
other than money and who is left in possession of the property be-
cause of the creditor’s failure to accept or retake the property, must take
reasonable steps to protect and preserve it.
(2) The debtor may obtain discharge from the obligation to deliver or re-
turn:
(a) by depositing the property on reasonable terms with a third person
to be held to the order of the creditor, and notifying the creditor of
this; or
(b) by selling the property on reasonable terms after notice to the cred-
itor, and paying the net proceeds to the creditor.
(3) Where, however, the property is liable to rapid deterioration or its pre-
servation is unreasonably expensive, the debtor must take reasonable
steps to dispose of it. The debtor may obtain discharge from the ob-
ligation to deliver or return by paying the net proceeds to the creditor.
(4) The debtor left in possession is entitled to be reimbursed or to retain
out of the proceeds of sale any costs reasonably incurred.
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Chapter 3: Remedies for non-Performance III. – 3:101
III. – 2:112: Money not accepted

(1) Where a creditor fails to accept money properly tendered by the debtor,
the debtor may after notice to the creditor obtain discharge from the
obligation to pay by depositing the money to the order of the creditor
in accordance with the law of the place where payment is due.
(2) Paragraph (1) applies, with appropriate adaptations, to money properly
tendered by a third party in circumstances where the creditor is not
entitled to refuse such performance.
III. – 2:113: Costs and formalities of performance

(1) The costs of performing an obligation are borne by the debtor.
(2) In the case of a monetary obligation the debtor’s obligation to pay
includes taking such steps and complying with such formalities as may
be necessary to enable payment to be made.
III. – 2:114: Extinctive effect of performance

Full performance extinguishes the obligation if it is:
(a) in accordance with the terms regulating the obligation; or
(b) of such a type as by law to afford the debtor a good discharge.
Chapter 3:
Remedies for non-Performance
Section 1:
General
III. – 3:101: Remedies available

(1) If an obligation is not performed by the debtor and the non-perform-
ance is not excused, the creditor may resort to any of the remedies set
out in this Chapter.
(2) If the debtor’s non-performance is excused, the creditor may resort to
any of those remedies except enforcing specific performance and dam-
ages.
(3) The creditor may not resort to any of those remedies to the extent that
the creditor caused the debtor’s non-performance.
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III. – 3:102: Cumulation of remedies

Remedies which are not incompatible may be cumulated. In particular, a
creditor is not deprived of the right to damages by resorting to any other
remedy.
III. – 3:103: Notice fixing additional period for performance

(1) In any case of non-performance of an obligation the creditor may by
notice to the debtor allow an additional period of time for performance.
(2) During the additional period the creditor may withhold performance of
the creditor’s reciprocal obligations and may claim damages, but may
not resort to any other remedy.
(3) If the creditor receives notice from the debtor that the debtor will not
perform within that period, or if upon expiry of that period due per-
formance has not been made, the creditor may resort to any available
remedy.
III. – 3:104: Excuse due to an impediment

(1) A debtor’s non-performance of an obligation is excused if it is due to an
impediment beyond the debtor’s control and if the debtor could not
reasonably be expected to have avoided or overcome the impediment
or its consequences.
(2) Where the obligation arose out of a contract or other juridical act, non-
performance is not excused if the debtor could reasonably be expected
to have taken the impediment into account at the time when the ob-
ligation was incurred.
(3) Where the excusing impediment is only temporary the excuse has ef-
fect for the period during which the impediment exists. However, if the
delay amounts to a fundamental non-performance, the creditor may
treat it as such.
(4) Where the excusing impediment is permanent the obligation is extin-
guished. Any reciprocal obligation is also extinguished. In the case of
contractual obligations any restitutionary effects of extinction are regu-
lated by the rules in Chapter 3, Section 5, Sub-section 4 (Restitution)
with appropriate adaptations.
(5) The debtor must ensure that notice of the impediment and of its effect
on the ability to perform reaches the creditor within a reasonable time
after the debtor knew or could reasonably be expected to have known
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of these circumstances. The creditor is entitled to damages for any loss

resulting from the non-receipt of such notice.
III. – 3:105: Term excluding or restricting remedies

(1) A term of a contract or other juridical act which purports to exclude or
restrict liability to pay damages for personal injury (including fatal in-
jury) caused intentionally or by gross negligence is void.
(2) A term excluding or restricting a remedy for non-performance of an
obligation, even if valid and otherwise effective, having regard in par-
ticular to the rules on unfair contract terms in Book II, Chapter 9, Sec-
tion 4, may nevertheless not be invoked if it would be contrary to good
faith and fair dealing to do so.
III. – 3:106: Notices relating to non-performance

(1) If the creditor gives notice to the debtor because of the debtor’s non-
performance of an obligation or because such non-performance is an-
ticipated, and the notice is properly dispatched or given, a delay or
inaccuracy in the transmission of the notice or its failure to arrive does
not prevent it from having effect.
(2) The notice has effect from the time at which it would have arrived in
normal circumstances.
III. – 3:107: Failure to notify non-conformity

(1) If, in the case of an obligation to supply goods or services, the debtor
supplies goods or services which are not in conformity with the terms
regulating the obligation, the creditor may not rely on the lack of con-
formity unless the creditor gives notice to the debtor within a reason-
able time specifying the nature of the lack of conformity.
(2) The reasonable time runs from the time when the goods are supplied or
the service is completed or from the time, if it is later, when the creditor
discovered or could reasonably be expected to have discovered the
non-conformity.
(3) The debtor is not entitled to rely on paragraph (1) if the failure relates
to facts which the debtor knew or could reasonably be expected to
have known and which the debtor did not disclose to the creditor.
(4) This Article does not apply where the creditor is a consumer.
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Section 2:
Cure by debtor of non-conforming performance
III. – 3:201: Scope

This Section applies where a debtor’s performance does not conform to the
terms regulating the obligation.
III. – 3:202: Cure by debtor: general rules

(1) The debtor may make a new and conforming tender if that can be done
within the time allowed for performance.
(2) If the debtor cannot make a new and conforming tender within the
time allowed for performance but, promptly after being notified of the
lack of conformity, offers to cure it within a reasonable time and at the
debtor’s own expense, the creditor may not pursue any remedy for
non-performance, other than withholding performance, before allow-
ing the debtor a reasonable period in which to attempt to cure the non-
conformity.
(3) Paragraph (2) is subject to the provisions of the following Article.
III. – 3:203: When creditor need not allow debtor

an opportunity to cure
The creditor need not, under paragraph (2) of the preceding Article, allow
the debtor a period in which to attempt cure if:
(a) failure to perform a contractual obligation within the time allowed for
performance amounts to a fundamental non-performance as defined in
III. 3:502 (2);
(b) the creditor has reason to believe that the debtor’s performance was
made with knowledge of the non-conformity and was not in accord-
ance with good faith and fair dealing;
(c) the creditor has reason to believe that the debtor will be unable to
effect the cure within a reasonable time and without significant incon-
venience to the creditor or other prejudice to the creditor’s legitimate
interests; or
(d) cure would be inappropriate in the circumstances.
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III. – 3:204: Consequences of allowing debtor opportunity to cure

(1) During the period allowed for cure the creditor may withhold perform-
ance of the creditor’s reciprocal obligations, but may not resort to any
other remedy.
(2) If the debtor fails to effect cure within the time allowed, the creditor
may resort to any available remedy.
(3) Notwithstanding cure, the creditor retains the right to damages for any
loss caused by the debtor’s initial or subsequent non-performance or
by the process of effecting cure.
Section 3:
Right to enforce performance
III. – 3:301: Monetary obligations

(1) The creditor is entitled to recover money payment of which is due.
(2) Where the creditor has not yet performed the reciprocal obligation for
which payment will be due and it is clear that the debtor in the mone-
tary obligation will be unwilling to receive performance, the creditor
may nonetheless proceed with performance and may recover payment
unless:
(a) the creditor could have made a reasonable substitute transaction
without significant effort or expense; or
(b) performance would be unreasonable in the circumstances.
III. – 3:302: Non-monetary obligations

(1) The creditor is entitled to enforce specific performance of an obligation
other than one to pay money.
(2) Specific performance includes the remedying free of charge of a per-
formance which is not in conformity with the terms regulating the
obligation.
(3) Specific performance cannot, however, be enforced where:
(a) performance would be unlawful or impossible;
(b) performance would be unreasonably burdensome or expensive; or
(c) performance would be of such a personal character that it would be
unreasonable to enforce it.
(4) The creditor loses the right to enforce specific performance if perform-
ance is not requested within a reasonable time after the creditor has
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become, or could reasonably be expected to have become, aware of the

non-performance.
(5) The creditor cannot recover damages for loss or a stipulated payment
for non-performance to the extent that the creditor has increased the
loss or the amount of the payment by insisting unreasonably on spe-
cific performance in circumstances where the creditor could have made
a reasonable substitute transaction without significant effort or ex-
pense.
III. – 3:303: Damages not precluded

The fact that a right to enforce specific performance is excluded under the
preceding Article does not preclude a claim for damages.
Section 4:
Withholding performance
III. – 3:401: Right to withhold performance of reciprocal obligation

(1) A creditor who is to perform a reciprocal obligation at the same time as,
or after, the debtor performs has a right to withhold performance of the
reciprocal obligation until the debtor has tendered performance or has
performed.
(2) A creditor who is to perform a reciprocal obligation before the debtor
performs and who reasonably believes that there will be non-perform-
ance by the debtor when the debtor’s performance becomes due may
withhold performance of the reciprocal obligation for as long as the
reasonable belief continues. However, the right to withhold perform-
ance is lost if the debtor gives an adequate assurance of due perform-
ance.
(3) A creditor who withholds performance in the situation mentioned in
paragraph (2) has a duty to give notice of that fact to the debtor as
soon as is reasonably practicable and is liable for any loss caused to the
debtor by a breach of that duty.
(4) The performance which may be withheld under this Article is the
whole or part of the performance as may be reasonable in the circum-
stances.
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Section 5:
Termination
III. – 3:501: Scope and definition

(1) This Section applies only to contractual obligations and contractual
relationships.
(2) In this Section “termination” means the termination of the contractual
relationship in whole or in part and “terminate” has a corresponding
meaning.
Sub-section 1:
Grounds for termination
III. – 3:502: Termination for fundamental non-performance

(1) A creditor may terminate if the debtor’s non-performance of a contrac-
tual obligation is fundamental.
(2) A non-performance of a contractual obligation is fundamental if:
(a) it substantially deprives the creditor of what the creditor was en-
titled to expect under the contract, as applied to the whole or rele-
vant part of the performance, unless at the time of conclusion of
the contract the debtor did not foresee and could not reasonably be
expected to have foreseen that result; or
(b) it is intentional or reckless and gives the creditor reason to believe
that the debtor’s future performance cannot be relied on.
III. – 3:503: Termination after notice fixing additional

time for performance
(1) A creditor may terminate in a case of delay in performance of a con-
tractual obligation which is not in itself fundamental if the creditor
gives a notice fixing an additional period of time of reasonable length
for performance and the debtor does not perform within that period.
(2) If the period fixed is unreasonably short, the creditor may terminate
only after a reasonable period from the time of the notice.
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III. – 3:504: Termination for anticipated non-performance

A creditor may terminate before performance of a contractual obligation is
due if the debtor has declared that there will be a non-performance of the
obligation, or it is otherwise clear that there will be such a non-perform-
ance, and if the non-performance would have been fundamental.
III. – 3:505: Termination for inadequate assurance of performance

A creditor who reasonably believes that there will be a fundamental non-
performance of a contractual obligation by the debtor may terminate if the
creditor demands an adequate assurance of due performance and no such
assurance is provided within a reasonable time.
Sub-section 2:
Scope, exercise and loss of right to terminate
III. – 3:506: Scope of right when obligations divisible

(1) This Article applies where the debtor’s obligations under the contract
are to be performed in separate parts or are otherwise divisible.
(2) Where there is a ground for termination under this Section of a part to
which a counter-performance can be apportioned, the creditor may
terminate the contractual relationship so far as it relates to that part.
(3) The creditor may terminate the contractual relationship as a whole only
if the creditor cannot reasonably be expected to accept performance of
the other parts or there is a ground for termination in relation to the
contractual relationship as a whole.
III. – 3:507: Notice of termination

(1) A right to terminate under this Section is exercised by notice to the
debtor.
(2) Where a notice under III. – 3:503 (Termination after notice fixing ad-
ditional time for performance) provides for automatic termination if the
debtor does not perform within the period fixed by the notice, termi-
nation takes effect after that period or a reasonable length of time from
the giving of notice (whichever is longer) without further notice.
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III. – 3:508: Loss of right to terminate

(1) If performance has been tendered late or a tendered performance other-
wise does not conform to the contract the creditor loses the right to
terminate under this Section unless notice of termination is given with-
in a reasonable time.
(2) Where the creditor has given the debtor a period of time to cure the
non-performance under III. – 3:202 (Cure by debtor: general rules) the
time mentioned in paragraph (1) begins to run from the expiry of that
period. In other cases that time begins to run from the time when the
creditor has become, or could reasonably be expected to have become,
aware of the tender or the non-conformity.
(3) A creditor loses a right to terminate by notice under III. – 3:503 (Ter-
mination after notice fixing additional time for performance), III. –
3:504 (Termination for anticipated non-performance) or III. – 3:505
(Termination for inadequate assurance of performance) unless the
creditor gives notice of termination within a reasonable time after the
right has arisen.
Sub-section 3:
Effects of termination
III. – 3:509: Effect on obligations under the contract

(1) On termination under this Section, the outstanding obligations or rele-
vant part of the outstanding obligations of the parties under the con-
tract come to an end.
(2) Termination does not, however, affect any provision of the contract for
the settlement of disputes or other provision which is to operate even
after termination.
(3) A creditor who terminates under this Section retains existing rights to
damages or a stipulated sum for non-performance and in addition has
the same right to damages or a stipulated payment for non-perform-
ance as the creditor would have had if there had been non-performance
of the now extinguished obligations of the debtor. In relation to such
extinguished obligations the creditor is not regarded as having caused
or contributed to the loss merely by exercising the right to terminate.
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III. – 3:510: Property reduced in value

A party who terminates under this Section may reject property previously
received from the other party if its value to the first party has been elimi-
nated or fundamentally reduced as a result of the other party’s non-per-
formance. On such rejection any obligation to pay for the property is ex-
tinguished.
Sub-section 4:
Restitution
III. – 3:511: Restitution of benefits received by performance

(1) On termination under this Section a party (the recipient) who has re-
ceived any benefit by the other’s performance of obligations under the
contract is obliged to return it. Where both parties have obligations to
return, the obligations are reciprocal.
(2) If the performance was a payment of money, the amount received is to
be repaid.
(3) To the extent that the benefit (not being money) is transferable, it is to
be returned by transferring it. However, if a transfer would cause un-
reasonable effort or expense, the benefit may be returned by paying its
value.
(4) To the extent that the benefit is not transferable it is to be returned by
paying its value in accordance with III. – 3:513(Payment of value of
benefit).
(5) The obligation to return a benefit extends to any natural or legal fruits
received from the benefit.
III. – 3:512: When restitution not required

(1) Restitution is not required where the performance was due in separate
parts or was otherwise divisible and what was received by each party
resulted from due performance of a part for which counter-performance
was duly made.
(2) Paragraph (1) does not, however, apply if what was received by the
terminating party was properly rejected under III. – 3:510 (Property re-
duced in value) or if the value of a non-transferable benefit received by
the terminating party has been eliminated or fundamentally reduced as
a result of the other party’s non-performance.
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III. – 3:513: Payment of value of benefit

(1) The recipient is obliged to:
(a) pay the value (at the time of performance) of a benefit which is not
transferable or which ceases to be transferable before the time
when it is to be returned; and
(b) pay recompense for any reduction in the value of a returnable ben-
efit as a result of a change in the condition of the benefit between
the time of receipt and the time when it is to be returned.
(2) Where there was an agreed price the value of the benefit is that pro-
portion of the price which the value of the actual performance bears to
the value of the promised performance. Where no price was agreed the
value of the benefit is the sum of money which a willing and capable
provider and a willing and capable recipient, knowing of any non-con-
formity, would lawfully have agreed.
(3) The recipient’s liability to pay the value of a benefit is reduced to the
extent that as a result of a non-performance of an obligation owed by
the other party to the recipient:
(a) the benefit cannot be returned in essentially the same condition as
when it was received; or
(b) the recipient is compelled without compensation either to dispose
of it or to sustain a disadvantage in order to preserve it.
(4) The recipient’s liability to pay the value of a benefit is likewise reduced
to the extent that it cannot be returned in the same condition as when
it was received as a result of conduct of the recipient in the reasonable,
but mistaken, belief that there was no non-conformity.
III. – 3:514: Use and improvements

(1) The recipient is obliged to pay a reasonable amount for any use which
the recipient makes of the benefit except in so far as the recipient is
liable under III. – 3:513 (Payment of value of benefit) paragraph (1) in
respect of that use.
(2) A recipient who has improved a benefit which the recipient is obliged
under this Section to return has a right to payment of the value of
improvements if the other party can readily obtain that value by dealing
with the benefit unless:
(a) the improvement was a non-performance of an obligation owed by
the recipient to the other party; or
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(b) the recipient made the improvement when the recipient knew or
could reasonably be expected to know that the benefit would have
to be returned.
III. – 3:515: Liabilities arising after time when return due

(1) The recipient is obliged to:
(a) pay the value (at the time of performance) of a benefit which cea-
ses to be transferable after the time when its return was due; and
(b) pay recompense for any reduction in the value of a returnable ben-
efit as a result of a change in the condition of the benefit after the
time when its return was due.
(2) If the benefit is disposed of after the time when return was due, the
value to be paid is the value of any proceeds, if this is greater.
(3) Other liabilities arising from non-performance of an obligation to re-
turn a benefit are unaffected.
Section 6:
Price reduction
III. – 3:601: Right to reduce price

(1) A creditor who accepts a performance not conforming to the terms
regulating the obligation may reduce the price. The reduction is to be
proportionate to the decrease in the value of what was received by
virtue of the performance at the time it was made compared to the
value of what would have been received by virtue of a conforming
performance.
(2) A creditor who is entitled to reduce the price under the preceding para-
graph and who has already paid a sum exceeding the reduced price may
recover the excess from the debtor.
(3) A creditor who reduces the price cannot also recover damages for the
loss thereby compensated but remains entitled to damages for any
further loss suffered.
(4) This Article applies with appropriate adaptations to a reciprocal obliga-
tion of the creditor other than an obligation to pay a price.
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Section 7:
Damages and interest
III. – 3:701: Right to damages

(1) The creditor is entitled to damages for loss caused by the debtor’s non-
performance of an obligation, unless the non-performance is excused.
(2) The loss for which damages are recoverable includes future loss which
is reasonably likely to occur.
(3) “Loss” includes economic and non-economic loss. “Economic loss”
includes loss of income or profit, burdens incurred and a reduction in
the value of property. “Non-economic loss” includes pain and suffer-
ing and impairment of the quality of life.
III. – 3:702: General measure of damages

The general measure of damages for loss caused by non-performance of an
obligation is such sum as will put the creditor as nearly as possible into the
position in which the creditor would have been if the obligation had been
duly performed. Such damages cover loss which the creditor has suffered
and gain of which the creditor has been deprived.
III. – 3:703: Foreseeability

The debtor in an obligation which arises from a contract or other juridical
act is liable only for loss which the debtor foresaw or could reasonably be
expected to have foreseen at the time when the obligation was incurred as a
likely result of the non-performance, unless the non-performance was in-
tentional, reckless or grossly negligent.
III. – 3:704: Loss attributable to creditor

The debtor is not liable for loss suffered by the creditor to the extent that
the creditor contributed to the non-performance or its effects.
III. – 3:705: Reduction of loss

(1) The debtor is not liable for loss suffered by the creditor to the extent
that the creditor could have reduced the loss by taking reasonable
steps.
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(2) The creditor is entitled to recover any expenses reasonably incurred in

attempting to reduce the loss.
III. – 3:706: Substitute transaction

A creditor who has terminated a contractual relationship in whole or in part
under Section 5 and has made a substitute transaction within a reasonable
time and in a reasonable manner may, in so far as entitled to damages,
recover the difference between the price and the substitute transaction
price as well as damages for any further loss.
III. – 3:707: Current price

Where the creditor has terminated a contractual relationship in whole or in
part under Section 5 and has not made a substitute transaction but there is
a current price for the performance, the creditor may, in so far as entitled to
damages, recover the difference between the contract price and the price
current at the time of termination as well as damages for any further loss.
III. – 3:708: Delay in payment of money

(1) If payment of a sum of money is delayed, whether or not the non-
performance is excused, the creditor is entitled to interest on that sum
from the time when payment is due to the time of payment at the
average commercial bank short-term lending rate to prime borrowers
prevailing for the contractual currency of payment at the place where
payment is due.
(2) The creditor may in addition recover damages for any further loss.
III. – 3:709: When interest to be added to capital

(1) Interest payable according to the preceding Article is added to the out-
standing capital every 12 months.
(2) Paragraph (1) of this Article does not apply if the parties have provided
for interest upon delay in payment.
III. – 3:710: Stipulated payment for non-performance

(1) Where the terms regulating an obligation provide that a debtor who
fails to perform the obligation is to pay a specified sum to the creditor
for such non-performance, the creditor is entitled to that sum irrespec-
tive of the actual loss.
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Chapter 4: Plurality of debtors and creditors III. – 4:103
(2) However, despite any provision to the contrary, the sum so specified in
a contract or other juridical act may be reduced to a reasonable amount
where it is grossly excessive in relation to the loss resulting from the
non-performance and the other circumstances.
III. – 3:711: Currency by which damages to be measured

Damages are to be measured by the currency which most appropriately
reflects the creditor’s loss.
Chapter 4:
Plurality of debtors and creditors
Section 1:
Plurality of debtors
III. – 4:101: Scope of Section

This Section applies where two or more debtors are bound to perform one
obligation.
III. – 4:102: Solidary, divided and joint obligations

(1) An obligation is solidary when each debtor is bound to perform the
obligation in full and the creditor may require performance from any of
them until full performance has been received.
(2) An obligation is divided when each debtor is bound to perform only
part of the obligation and the creditor may claim from each debtor only
performance of that debtor’s part.
(3) An obligation is joint when the debtors are bound to perform the ob-
ligation together and the creditor may require performance only from
all of them together.
III. – 4:103: When different types of obligation arise

(1) Whether an obligation is solidary, divided or joint depends on the
terms regulating the obligation.
(2) The default rule is that the liability of two or more debtors to perform
the same obligation is solidary. This applies in particular where two or
more persons are liable for the same damage.
(3) Incidental differences in the debtors’ liabilities do not prevent solidar-
ity.
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III. – 4:104: Liability under divided obligations

Debtors bound by a divided obligation are liable in equal shares.
III. – 4:105: Joint obligations: special rule when money

claimed for non-performance
Notwithstanding III. – 4:102 (Solidary, divided and joint obligations) para-
graph (3), when money is claimed for non-performance of a joint obliga-
tion, the debtors have solidary liability for payment to the creditor.
III. – 4:106: Apportionment between solidary debtors

(1) As between themselves, solidary debtors are liable in equal shares.
(2) If two or more debtors have solidary liability for the same damage, their
share of liability as between themselves is equal unless different shares
of liability are more appropriate having regard to all the circumstances
of the case and in particular to fault or to the extent to which a source
of danger for which one of them was responsible contributed to the
occurrence or extent of the damage.
III. – 4:107: Recourse between solidary debtors

(1) A solidary debtor who has performed more than that debtor’s share
may claim the excess from any of the other debtors to the extent of
each debtor’s unperformed share, together with a share of any costs
reasonably incurred.
(2) A solidary debtor to whom paragraph (1) applies may also, subject to
any prior right and interest of the creditor, exercise the rights and ac-
tions of the creditor, including any supporting security rights, to re-
cover the excess from any of the other debtors to the extent of each
debtor’s unperformed share.
(3) If a solidary debtor who has performed more than that debtor’s share is
unable, despite all reasonable efforts, to recover contribution from an-
other solidary debtor, the share of the others, including the one who
has performed, is increased proportionally.
III. – 4:108: Performance, set-off and merger in solidary obligations

(1) Performance or set-off by a solidary debtor or set-off by the creditor
against one solidary debtor discharges the other debtors in relation to
the creditor to the extent of the performance or set-off.
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Chapter 4: Plurality of debtors and creditors III. – 4:112
(2) Merger of debts between a solidary debtor and the creditor discharges
the other debtors only for the share of the debtor concerned.
III. – 4:109: Release or settlement in solidary obligations

(1) When the creditor releases, or reaches a settlement with, one solidary
debtor, the other debtors are discharged of liability for the share of that
debtor.
(2) As between solidary debtors, the debtor who is discharged from that
debtor’s share is discharged only to the extent of the share at the time
of the discharge and not from any supplementary share for which that
debtor may subsequently become liable under III. – 4:107 (Recourse
between solidary debtors) paragraph (3).
(3) When the debtors have solidary liability for the same damage the dis-
charge under paragraph (1) extends only so far as is necessary to pre-
vent the creditor from recovering more than full reparation and the
other debtors retain their rights of recourse against the released or set-
tling debtor to the extent of that debtor’s unperformed share.
III. – 4:110: Effect of judgment in solidary obligations

A decision by a court as to the liability to the creditor of one solidary debtor
does not affect:
(a) the liability to the creditor of the other solidary debtors; or
(b) the rights of recourse between the solidary debtors under III. – 4:107
(Recourse between solidary debtors).
III. – 4:111: Prescription in solidary obligations

Prescription of the creditor’s right to performance against one solidary debt-
or does not affect:
(a) the liability to the creditor of the other solidary debtors; or
(b) the rights of recourse between the solidary debtors under III. – 4:107
(Recourse between solidary debtors).
III. – 4:112: Opposability of other defences in solidary obligations

(1) A solidary debtor may invoke against the creditor any defence which
another solidary debtor can invoke, other than a defence personal to
that other debtor. Invoking the defence has no effect with regard to the
other solidary debtors.
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(2) A debtor from whom contribution is claimed may invoke against the
claimant any personal defence that that debtor could have invoked
against the creditor.
Section 2:
Plurality of creditors
III. – 4:201: Scope of section

This Section applies where two or more creditors have a right to perform-
ance under one obligation.
III. – 4:202: Solidary, divided and joint rights

(1) A right to performance is solidary when any of the creditors may re-
quire full performance from the debtor and the debtor may perform to
any of the creditors.
(2) A right to performance is divided when each creditor may require per-
formance only of that creditor’s share and the debtor owes each cred-
itor only that creditor’s share.
(3) A right to performance is joint when any creditor may require perform-
ance only for the benefit of all the creditors and the debtor must per-
form to all the creditors.
III. – 4:203: When different types of right arise

(1) Whether a right to performance is solidary, divided or communal de-
pends on the terms regulating right.
(2) The default rule is that the right of co-creditors is divided.
III. – 4:204: Apportionment in cases of divided rights

Creditors whose rights are divided are entitled to equal shares.
III. – 4:205: Difficulties of performing in cases of joint rights

If one of the creditors who have joint rights to performance refuses to
accept, or is unable to receive, the performance, the debtor may obtain
discharge from the obligation by depositing the property or money with
a third party according to III. – 2:111 (Property not accepted) or III. – 2:112
(Money not accepted).
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Chapter 5: Transfer of rights and obligations III. – 5:102
III. – 4:206: Apportionment in cases of solidary rights

(1) Solidary creditors are entitled to equal shares.
(2) A creditor who has received more than that creditor’s share must trans-
fer the excess to the other creditors to the extent of their respective
shares.
III. – 4:207: Regime of solidary rights

(1) A release granted to the debtor by one of the solidary creditors has no
effect on the other solidary creditors.
(2) The rules of III. – 4:108 (Performance, set-off and merger in solidary
obligations), III. – 4:110 (Effect of judgment in solidary obligations),
III. – 4:111 (Prescription in solidary obligations) and III. – 4:112 (Op-
posability of other defences in solidary obligations) paragraph (1) ap-
ply, with appropriate adaptations, to solidary rights to performance.
Chapter 5:
Transfer of rights and obligations
Section 1:
Assignment of rights
Sub-section 1:
General
III. – 5:101: Scope of Section

(1) This Section applies to the assignment, by a contract or other juridical
act, of a right to performance of an obligation.
(2) It does not apply to the transfer of a financial instrument or investment
security where such transfer must be by entry in a register maintained
by or for the issuer or where there are other requirements for transfer or
restrictions on transfer.

(1) An “assignment” of a right is the transfer of the right from one person
(the “assignor”) to another person (the “assignee”).
(2) An “act of assignment” is a contract or other juridical act which is
intended to effect a transfer of the right.
(3) Where part of a right is assigned, any reference in this Section to a right
includes a reference to the assigned part of the right.
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III. – 5:103: Priority of provisions on proprietary

securities and trusts
(1) In relation to assignments for purposes of security, the provisions of
Book IX apply and have priority over the provisions in this Chapter.
(2) In relation to assignments for purposes of a trust, or to or from a trust,
the provisions of Book X apply and have priority over the provisions in
this Chapter.
Sub-section 2:
Requirements for assignment
III. – 5:104: Basic requirements

(1) The requirements for an assignment of a right to performance are that:
(a) the right exists;
(b) the right is assignable;
(c) there is a valid act of assignment of the right; and
(d) the person purporting to assign the right is entitled to transfer it.
(2) Neither notice to the debtor nor the consent of the debtor to the as-
signment is required.
III. – 5:105: Assignability: general rule

(1) All rights to performance are assignable except where otherwise pro-
vided by law.
(2) A right to performance which is by law accessory to another right is not
assignable separately from that right.
III. – 5:106: Future and unspecified rights

(1) A future right to performance may be the subject of an act of assign-
ment but the transfer of the right depends on its coming into existence
and being identifiable as the right to which the act of assignment re-
lates.
(2) A number of rights to performance may be assigned without individual
specification if, at the time when the assignment is to take place in
relation to them, they are identifiable as rights to which the act of
assignment relates.
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Chapter 5: Transfer of rights and obligations III. – 5:108: Assignability
III. – 5:107: Assignability in part

(1) A right to performance of a monetary obligation may be assigned in
part.
(2) A right to performance of a non-monetary obligation may be assigned
in part only if:
(a) the debtor consents to the assignment; or
(b) the right is divisible and the assignment does not render the ob-
ligation significantly more burdensome.
(3) Where a right is assigned in part the assignor is liable to the debtor for
any increased costs which the debtor thereby incurs.
III. – 5:108: Assignability: effect of contractual prohibition

(1) A contractual prohibition of, or restriction on, the assignment of a right
does not affect the assignability of the right.
(2) However, where a right is assigned in breach of such a prohibition or
restriction:
(a) the debtor may perform in favour of the assignor and is discharged
by so doing; and
(b) the debtor retains all rights of set-off against the assignor as if the
right had not been assigned.
(3) Where the debtor is discharged under paragraph (2) by performing in
favour of the assignor, the assignee’s claim against the assignor for the
proceeds has priority over the right of a competing claimant so long as
the proceeds are held by the assignor and are reasonably identifiable
from the other assets of the assignor.
(4) Paragraph (2) does not apply if:
(a) the debtor has consented to the assignment; or
(b) the debtor has caused the assignee to believe on reasonable
grounds that there was no such prohibition or restriction.
[(5) If the assigned right is a right to payment for the provision of goods or
services paragraph (2)(a) does not apply but, without prejudice to
III. – 5:116 (Effect on defences and rights of set-off), the debtor can
invoke against the assignee all rights of set-off retained against the
assignor by virtue of paragraph (2)(b)]
(6) The fact that a right is assignable notwithstanding a contractual pro-
hibition or restriction does not affect the assignor’s liability to the debt-
or for any breach of the prohibition or restriction.
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III. – 5:109: Assignability Book III
III. – 5:109: Assignability: rights personal to the creditor

(1) A right is not assignable if it is a right to a performance which the
debtor, by reason of the nature of the performance or the relationship
between the debtor and the creditor, could not reasonably be required
to render to anyone except that creditor.
(2) Paragraph (1) does not apply if the debtor has consented to the assign-
ment.
III. – 5:110: Act of assignment: formation and validity

(1) Subject to paragraphs (2) and (3), the rules of Book II on the formation
and validity of contracts and other juridical acts apply to acts of assign-
ment.
(2) The rules of Book IV.I on the formation and validity of contracts of
donation apply to gratuitous acts of assignment.
(3) The rules of Book IX on the formation and validity of security agree-
ments apply to acts of assignment for purposes of security.
III. – 5:111: Entitlement to assign

(1) Only the creditor (whether acting directly or through a representative)
or a person authorised by law to transfer the right is entitled to assign a
right.
(2) The requirement of entitlement in III. – 5:104 (Basic requirements)
paragraph (1)(d) need not be satisfied at the time of the act of assign-
ment but must be satisfied at the time the assignment is to take place.
III. – 5:112: Undertakings by assignor

(1) The undertakings in paragraphs (2) to (6) are included in the act of
assignment unless the act of assignment or the circumstances indicate
otherwise.
(2) The assignor undertakes that:
(a) the assigned right exists or will exist at the time when the assign-
ment is to take effect;
(b) the assignor is entitled to assign the right or will be so entitled at
the time when the assignment is to take effect.
(c) the debtor has no defences against an assertion of the right;
(d) the right will not be affected by any right of set-off available as
between the assignor and the debtor; and
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(e) the right has not been the subject of a prior assignment to another
assignee and is not subject to any right in security in favour of any
other person or to any other incumbrance.
(3) The assignor undertakes that any terms of a contract or other juridical
act which have been disclosed to the assignee as terms regulating the
right have not been modified and are not affected by any undisclosed
agreement as to their meaning or effect which would be prejudicial to
the assignee.
(4) The assignor undertakes that the terms of any contract or other juridical
act from which the right arises will not be modified without the con-
sent of the assignee unless the modification is provided for in the act of
assignment or is one which is made in good faith and is of a nature to
which the assignee could not reasonably object.
(5) The assignor undertakes not to conclude or grant any subsequent act
of assignment of the same right which could lead to another person
obtaining priority over the assignee.
(6) The assignor undertakes to transfer to the assignee, or to take such
steps as are necessary to complete the transfer of, all transferable rights
intended to secure the performance which are not already transferred
by the assignment, and to transfer the proceeds of any non-transferable
rights intended to secure the performance.
(7) The assignor does not represent that the debtor has, or will have, the
ability to pay.
Sub-section 4:
Effects of assignment
III. – 5:113: New creditor

As soon as the assignment takes place the assignor ceases to be the creditor
and the assignee becomes the creditor in relation to the right assigned.
III. – 5:114: When assignment takes place

(1) An assignment takes place when the requirements of III. – 5:104 (Basic
requirements) are satisfied, or at such later time as the act of assign-
ment may provide.
(2) However, an assignment of a right which was a future right at the time
of the act of assignment is regarded as having taken place when all
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requirements other than those dependent on the existence of the right

were satisfied.
(3) Where the requirements of III. – 5:104 (Basic requirements) are satis-
fied in relation to successive acts of assignment at the same time, the
earliest act of assignment takes effect unless it provides otherwise.
III. – 5:115: Rights transferred to assignee

(1) The assignment of a right to performance transfers to the assignee not
only the primary right but also all accessory rights and transferable
supporting security rights.
(2) Where the assignment of a right to performance of a contractual ob-
ligation is associated with the substitution of the assignee as debtor in
respect of any obligation owed by the assignor under the same con-
tract, this Article takes effect subject to III. – 5:301 (Transfer of contrac-
tual position).
III. – 5:116: Effect on defences and rights of set-off

(1) The debtor may invoke against the assignee all substantive and proce-
dural defences to a claim based on the assigned right which the debtor
could have invoked against the assignor.
(2) The debtor may not, however, invoke a defence against the assignee:
(a) if the debtor has caused the assignee to believe that there was no
such defence; or
(b) if the defence is based on breach by the assignor of a prohibition or
restriction on assignment.
(3) The debtor may invoke against the assignee all rights of set-off which
would have been available against the assignor in respect of rights
against the assignor:
(a) existing at the time when the debtor could no longer obtain a dis-
charge by performing to the assignor; or
(b) closely connected with the assigned right.
III. – 5:117: Effect on place of performance

(1) Where the assigned right relates to an obligation to pay money at a
particular place, the assignee may require payment at any place within
the same country or, if that country is a Member State of the European
Union, at any place within the European Union, but the assignor is
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liable to the debtor for any increased costs which the debtor incurs by
reason of any change in the place of performance.
(2) Where the assigned right relates to a non-monetary obligation to be
performed at a particular place, the assignee may not require perform-
ance at any other place.
Sub-section 5:
Protection of debtor
III. – 5:118: Performance to person who is not the creditor

(1) The debtor is discharged by performing to the assignor so long as the
debtor has not received a notice of assignment from either the assignor
or the assignee and does not know that the assignor is no longer en-
titled to receive performance.
(2) Notwithstanding that the person identified as the assignee in a notice
of assignment is not the creditor, the debtor is discharged by perform-
ing in good faith to that person.
III. – 5:119: Adequate proof of assignment

(1) A debtor who believes on reasonable grounds that the right has been
assigned but who has not received a notice of assignment, may request
the person who is believed to have assigned the right to provide a
notice of assignment or a confirmation that the right has not been
assigned or that the assignor is still entitled to receive payment.
(2) A debtor who has received a notice of assignment which is not in
textual form on a durable medium or which does not give adequate
information about the assigned right or the name and address of the
assignee may request the person giving the notice to provide a new
notice which satisfies these requirements.
(3) A debtor who has received a notice of assignment from the assignee
but not from the assignor may request the assignee to provide reliable
evidence of the assignment. Reliable evidence includes, but is not lim-
ited to, any statement in textual form on a durable medium emanating
from the assignor indicating that the right has been assigned.
(4) A debtor who has made a request under this Article may withhold
performance until the request is met.
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Sub-section 6:
Priority
III. – 5:120: Competition between successive assignees

(1) Where there are successive purported assignments by the same person
of the same right to performance the purported assignee whose assign-
ment is first notified to the debtor has priority over any earlier assignee
if at the time of the later assignment the assignee under that assign-
ment neither knew nor could reasonably be expected to have known of
the earlier assignment.
(2) The debtor is discharged by paying the first to notify even if aware of
competing demands.
Section 2:
Substitution of new debtor
III. – 5:201: Substitution: general rules

(1) A third person may undertake with the agreement of the debtor and the
creditor to be substituted as debtor, with the effect that the original
debtor is discharged.
(2) A creditor may agree in advance to a future substitution. In such a case
the substitution takes effect only when the creditor is given notice by
the new debtor of the agreement between the new and the original
debtor.
III. – 5:202: Effects of substitution on defences and securities

(1) The new debtor cannot invoke against the creditor any rights or de-
fences arising from the relationship between the new debtor and the
original debtor.
(2) The discharge of the original debtor also extends to any security of the
original debtor given to the creditor for the performance of the obliga-
tion, unless the security is over an asset which is transferred to the new
debtor as part of a transaction between the original and the new debt-
or.
(3) Upon discharge of the original debtor, a security granted by any person
other than the new debtor for the performance of the obligation is
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Chapter 6: Set-off and Merger III. – 6:102
released, unless that other person agrees that it should continue to be

available to the creditor.
(4) The new debtor may invoke against the creditor all defences which the
original debtor could have invoked against the creditor.
Section 3:
Transfer of contractual position
III. – 5:301: Transfer of contractual position

(1) A party to a contractual relationship may agree with a third person that
that person is to be substituted as a party to the relationship. In such a
case the substitution takes effect only where, as a result of the other
party’s assent, the first party is discharged.
(2) To the extent that the substitution of the third person involves a trans-
fer of rights, the provisions of Section 1 of this Chapter apply; to the
extent that obligations are transferred, the provisions of Section 2 of
this Chapter apply.
Chapter 6:
Set-off and Merger
Section 1:
Set-off

(1) “Set-off” is the process by which a debtor may reduce the amount
owed to the creditor by an amount owed to the debtor by the creditor.
(2) In this Chapter, “right” means a right to performance of an obligation,
unless the context otherwise requires.
III. – 6:102: Requirements for set-off

If two parties owe each other obligations of the same kind, either party may
set off that party’s right against the other party’s right, if and to the extent
that, at the time of set-off, the first party:
(a) is entitled to effect performance; and
(b) may demand the other party’s performance.
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III. – 6:103: Unascertained rights

(1) A debtor may not set off a right which is unascertained as to its ex-
istence or value unless the set-off will not prejudice the interests of the
creditor.
(2) Where the rights of both parties arise from the same legal relationship
it is presumed that the creditor’s interests will not be prejudiced.
III. – 6:104: Foreign currency set-off

Where parties owe each other money in different currencies, each party
may set off that party’s right against the other party’s right, unless the
parties have agreed that the party declaring set-off is to pay exclusively in
a specified currency.
III. – 6:105: Set-off by notice

The right of set-off is exercised by notice to the other party.
III. – 6:106: Two or more rights and obligations

(1) Where the party giving notice of set-off has two or more rights against
the other party, the notice is effective only if it identifies the right to
which it relates.
(2) Where the party giving notice of set-off has to perform two or more
obligations towards the other party, the rules on imputation of per-
formance apply with appropriate adaptations.
III. – 6:107: Effect of set-off

Set-off extinguishes the obligations, as far as they are coextensive, as from
the time of notice.
III. – 6:108: Exclusion of right of set-off

Set-off cannot be effected:
(a) where it is excluded by agreement;
(b) against a right to the extent that that right is not capable of attachment;
and
(c) against a right arising from an intentional wrongful act.
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Chapter 7: Prescription III. – 7:203
Section 2:
Merger of debts
III. – 6:201: Extinction of obligations by merger

(1) An obligation is extinguished if the same person becomes debtor and
creditor in the same capacity.
(2) Paragraph (1) does not, however, apply if the effect would be to de-
prive a third person of a right.
Chapter 7:
Prescription
Section 1:
General provision
III. – 7:101: Rights subject to prescription

A right to performance of an obligation is subject to prescription by the
expiry of a period of time in accordance with the rules in this Chapter.
Section 2:
Periods of prescription and their commencement
III. – 7:201: General period

The general period of prescription is three years.
III. – 7:202: Period for a right established by legal proceedings

(1) The period of prescription for a right established by judgment is ten
years.
(2) The same applies to a right established by an arbitral award or other
instrument which is enforceable as if it were a judgment.
III. – 7:203: Commencement

(1) The general period of prescription begins to run from the time when
the debtor has to effect performance or, in the case of a right to dam-
ages, from the time of the act which gives rise to the right.
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(2) Where the debtor is under a continuing obligation to do or refrain from

doing something, the general period of prescription begins to run with
each breach of the obligation.
(3) The period of prescription set out in III. – 7:202 (Period for a right es-
tablished by legal proceedings) begins to run from the time when the
judgment or arbitral award obtains the effect of res judicata, or the
other instrument becomes enforceable, though not before the debtor
has to effect performance.
Section 3:
Extension of period
III. – 7:301: Suspension in case of ignorance

The running of the period of prescription is suspended as long as the cred-
itor does not know of, and could not reasonably be expected to know of:
(a) the identity of the debtor; or
(b) the facts giving rise to the right including, in the case of a right to
damages, the type of damage.
III. – 7:302: Suspension in case of judicial and other proceedings

(1) The running of the period of prescription is suspended from the time
when judicial proceedings to assert the right are begun.
(2) Suspension lasts until a decision has been made which has the effect of
res judicata, or until the case has been otherwise disposed of. Where
the proceedings end within the last six months of the prescription
period without a decision on the merits, the period of prescription does
not expire before six months have passed after the time when the pro-
ceedings ended.
(3) These provisions apply, with appropriate adaptations, to arbitration
proceedings and to all other proceedings initiated with the aim of ob-
taining an instrument which is enforceable as if it were a judgment.
III. – 7:303: Suspension in case of impediment beyond

creditor’s control
(1) The running of the period of prescription is suspended as long as the
creditor is prevented from pursuing proceedings to assert the right by
an impediment which is beyond the creditor’s control and which the
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creditor could not reasonably have been expected to avoid or over-

come.
(2) Paragraph (1) applies only if the impediment arises, or subsists, within
the last six months of the prescription period.
III. – 7:304: Postponement of expiry in case of negotiations

If the parties negotiate about the right, or about circumstances from which
a claim relating to the right might arise, the period of prescription does not
expire before one year has passed since the last communication made in
the negotiations.
III. – 7:305: Postponement of expiry in case of incapacity

(1) If a person subject to an incapacity is without a representative, the
period of prescription of a right held by or against that person does
not expire before one year has passed after either the incapacity has
ended or a representative has been appointed.
(2) The period of prescription of rights between a person subject to an
incapacity and that person’s representative does not expire before one
year has passed after either the incapacity has ended or a new repre-
sentative has been appointed.
III. – 7:306: Postponement of expiry: deceased’s estate

Where the creditor or debtor has died, the period of prescription of a right
held by or against the deceased’s estate does not expire before one year has
passed after the right can be enforced by or against an heir, or by or against
a representative of the estate.
III. – 7:307: Maximum length of period

The period of prescription cannot be extended, by suspension of its run-
ning or postponement of its expiry under this Chapter, to more than ten
years or, in case of rights to damages for personal injuries, to more than
thirty years. This does not apply to suspension under III. – 7:302 (Suspen-
sion in case of judicial and other proceedings).
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Section 4:
Renewal of period
III. – 7:401: Renewal by acknowledgement

(1) If the debtor acknowledges the right, vis-à-vis the creditor, by part pay-
ment, payment of interest, giving of security, or in any other manner, a
new period of prescription begins to run.
(2) The new period is the general period of prescription, regardless of
whether the right was originally subject to the general period of pre-
scription or the ten year period under III. – 7:202 (Period for a right
established by legal proceedings). In the latter case, however, this Ar-
ticle does not operate so as to shorten the ten year period.
III. – 7:402: Renewal by attempted execution

The ten year period of prescription laid down in III. – 7:202 (Period for a
right established by legal proceedings) begins to run again with each rea-
sonable attempt at execution undertaken by the creditor.
Section 5:
Effects of prescription
III. – 7:501: General effect

(1) After expiry of the period of prescription the debtor is entitled to refuse
performance.
(2) Whatever has been paid or transferred by the debtor in performance of
the obligation may not be reclaimed merely because the period of pre-
scription had expired.
III. – 7:502: Effect on ancillary rights

The period of prescription for a right to payment of interest, and other
rights of an ancillary nature, expires not later than the period for the prin-
cipal right.
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III. – 7:503: Effect on set-off

A right in relation to which the period of prescription has expired may
nonetheless be set off, unless the debtor has invoked prescription previous-
ly or does so within two months of notification of set-off.
Section 6:
Modification by agreement
III. – 7:601: Agreements concerning prescription

(1) The requirements for prescription may be modified by agreement be-
tween the parties, in particular by either shortening or lengthening the
periods of prescription.
(2) The period of prescription may not, however, be reduced to less than
one year or extended to more than thirty years after the time of com-
mencement set out in III. – 7:203 (Commencement).
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Book IV
Specific contracts and the rights and
obligations arising from them
Part A.
Sales
Chapter 1:
Scope of application and general provisions
Section 1:
Scope of application
IV. A. – 1:101: Contracts covered

(1) This Part of Book IV applies to contracts for the sale of goods.
(2) It applies with appropriate adaptations to:
(a) contracts for the sale of electricity;
(b) contracts for the sale of stocks, shares, investment securities and
negotiable instruments;
(c) contracts for the sale of other forms of incorporeal property, in-
cluding rights to the performance of obligations, industrial and
intellectual property rights and other transferable rights;
(d) contracts conferring, in exchange for a price, rights in information
or data, including software and databases;
(e) contracts for the barter of goods or any of the other assets men-
tioned above.
(3) It does not apply to contracts for the sale or barter of immovable prop-
erty or rights in immovable property.
IV. A. – 1:102: Goods to be manufactured or produced

A contract under which one party undertakes, for a price, to manufacture or
produce goods for the other party and to transfer their ownership to the
other party is to be considered as primarily a contract for the sale of the
goods.
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IV. A. – 1:103 Book IV
IV. A. – 1:103: Consumer goods guarantees

Chapter 6 applies to consumer goods guarantees associated with contracts
for the sale of goods.
Section 2:
General provisions
IV. A. – 1:201: Goods

In this Part of Book IV:
(a) the word “goods” includes goods which at the time of the conclusion
of the contract do not yet exist; and
(b) references to goods, other than in IV. A. – 1:101 (Contracts covered)
itself, are to be taken as referring also to the other assets mentioned in
paragraph (2) of that Article.
IV. A. – 1:202: Contract for sale

A contract for the “sale” of goods is a contract under which one party, the
seller, undertakes to another party, the buyer, to transfer the ownership of
the goods to the buyer, or to a third person, either immediately on con-
clusion of the contract or at some future time, and the buyer undertakes to
pay the price.
IV. A. – 1:203: Contract for barter

(1) A contract for the “barter” of goods is a contract under which each
party undertakes to transfer the ownership of goods, either immediate-
ly on conclusion of the contract or at some future time, in return for the
transfer of ownership of other goods.
(2) Each party is considered to be the buyer with respect to the goods to be
received and the seller with respect to the goods or assets to be trans-
ferred.
IV. A. – 1:204: Consumer contract for sale

For the purpose of this Part of Book IV, a consumer contract for sale is a
contract for sale in which the seller is a business and the buyer is a con-
sumer.
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Part A. Sales IV. A. – 2:201
Section 3:
Derogation
IV. A. – 1:301: Rules not mandatory unless otherwise stated

The parties may exclude the application of any of the rules in this Part of
Book IV or derogate from or vary their effects, except as otherwise provided
in this Part.
Chapter 2:
Obligations of the seller
Section 1:
Overview
IV. A. – 2:101: Overview of obligations of the seller

The seller must:
(a) transfer the ownership of the goods;
(b) deliver the goods;
(c) transfer such documents representing or relating to the goods as may
be required by the contract; and
(d) ensure that the goods conform to the contract.
Section 2:
Delivery of the goods
IV. A. – 2:201: Delivery

(1) The seller fulfils the obligation to deliver by making the goods, or
where it is agreed that the seller need only deliver documents repre-
senting the goods, the documents, available to the buyer.
(2) If the contract involves carriage of the goods by a carrier or series of
carriers, the seller fulfils the obligation to deliver by handing over the
goods to the first carrier for transmission to the buyer and by transfer-
ring to the buyer any document necessary to enable the buyer to take
over the goods from the carrier holding the goods.
(3) In this Article, any reference to the buyer includes a third person to
whom delivery is to be made in accordance with the contract.
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IV. A. – 2:202: Place and time for delivery

(1) The place and time for delivery are determined by III. – 2:101 (Place of
performance) and III. – 2:102 (Time of performance) as modified by
this Article.
(2) If the performance of the obligation to deliver requires the transfer of
documents representing the goods, the seller must transfer them at
such a time and place and in such a form as is required by the contract.
(3) If in a consumer contract for sale the contract involves carriage of
goods by a carrier or a series of carriers and the consumer is given a
time for delivery, the goods must be received from the last carrier or
made available for collection from that carrier by that time.
IV. A. – 2:203: Cure in case of early delivery

(1) If the seller has delivered goods before the time for delivery, the seller
may, up to that time, deliver any missing part or make up any deficien-
cy in the quantity of the goods delivered, or deliver goods in replace-
ment of any non-conforming goods delivered or otherwise remedy any
lack of conformity in the goods delivered, provided that the exercise of
this right does not cause the buyer unreasonable inconvenience or un-
reasonable expense.
(2) If the seller has transferred documents before the time required by the
contract, the seller may, up to that time, cure any lack of conformity in
the documents, provided that the exercise of this right does not cause
the buyer unreasonable inconvenience or unreasonable expense.
(3) This Article does not preclude the buyer from claiming damages, in
accordance with Book III, Chapter 3, Section 7 (Damages and interest),
for any loss not remedied by the seller’s cure.
IV. A. – 2:204: Carriage of the goods

(1) If the contract requires the seller to arrange for carriage of the goods,
the seller must make such contracts as are necessary for carriage to the
place fixed by means of transportation appropriate in the circumstan-
ces and according to the usual terms for such transportation.
(2) If the seller, in accordance with the contract, hands over the goods to a
carrier and if the goods are not clearly identified to the contract by
markings on the goods, by shipping documents or otherwise, the seller
must give the buyer notice of the consignment specifying the goods.
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(3) If the contract does not require the seller to effect insurance in respect
of the carriage of the goods, the seller must, at the buyer’s request,
provide the buyer with all available information necessary to enable the
buyer to effect such insurance.
Section 3:
Conformity of the goods
IV. A. – 2:301: Conformity with the contract

The goods do not conform with the contract unless they:
(a) are of the quantity, quality and description required by the contract;
(b) are contained or packaged in the manner required by the contract;
(c) are supplied along with any accessories, installation instructions or
other instructions required by the contract; and
(d) comply with the remaining Articles of this Section.
IV. A. – 2:302: Fitness for purpose, qualities, packaging

The goods must:
(a) be fit for any particular purpose made known to the seller at the time of
the conclusion of the contract, except where the circumstances show
that the buyer did not rely, or that it was unreasonable for the buyer to
rely, on the seller’s skill and judgement;
(b) be fit for the purposes for which goods of the same description would
ordinarily be used;
(c) possess the qualities of goods which the seller held out to the buyer as
a sample or model;
(d) be contained or packaged in the manner usual for such goods or, where
there is no such manner, in a manner adequate to preserve and protect
the goods;
(e) be supplied along with such accessories, installation instructions or
other instructions as the buyer may reasonably expect to receive; and
(f) possess such qualities and performance capabilities as the buyer may
reasonably expect.
IV. A. – 2:303: Statements by third persons

The goods must possess the qualities and performance capabilities held out
in any statement on the specific characteristics of the goods made about
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them by a person in earlier links of the business chain, the producer or the
producer’s representative which forms part of the terms of the contract by
virtue of II. – 9:102 (Certain pre-contractual statements regarded as con-
tract terms).
IV. A. – 2:304: Incorrect installation under a consumer

contract for sale
Where goods supplied under a consumer contract for sale are incorrectly
installed, any lack of conformity resulting from the incorrect installation is
deemed to be a lack of conformity of the goods if:
(a) the goods were installed by the seller or under the seller’s responsibil-
ity; or
(b) the goods were intended to be installed by the consumer and the in-
correct installation was due to a shortcoming in the installation in-
structions.
IV. A. – 2:305: Third party rights or claims in general

The goods must be free from any right or claim of a third party. However, if
such right or claim is based on industrial property or other intellectual prop-
erty, the seller’s obligation is governed by the following Article.
IV. A. – 2:306: Third party rights or claims based on industrial

property or other intellectual property
(1) The goods must be free from any right or claim of a third party which is
based on industrial property or other intellectual property and of which
at the time of the conclusion of the contract the seller knew or could
reasonably be expected to have known.
(2) However, paragraph (1) does not apply where the right or claim results
from the seller’s compliance with technical drawings, designs, formu-
lae or other such specifications furnished by the buyer.
IV. A. – 2:307: Buyer’s knowledge of lack of conformity

(1) The seller is not liable under IV. A. – 2:302 (Fitness for purpose, quali-
ties, packaging), IV. A. – 2:305 (Third party rights or claims in general)
or IV. A. – 2:306 (Third party rights or claims based on industrial prop-
erty or other intellectual property) if, at the time of the conclusion of
the contract, the buyer knew or could reasonably be assumed to have
known of the lack of conformity.
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(2) The seller is not liable under IV. A. – 2:304 (Incorrect installation in a
consumer contract for sale) sub-paragraph (b) if, at the time of the
conclusion of the contract, the buyer knew or could reasonably be
assumed to have known of the shortcoming in the installation instruc-
tions.
IV. A. – 2:308: Relevant time for establishing conformity

(1) The seller is liable for any lack of conformity which exists at the time
when the risk passes to the buyer, even if the lack of conformity be-
comes apparent only after that time.
(2) In a consumer contract for sale, any lack of conformity which becomes
apparent within six months of the time when risk passes to the buyer is
presumed to have existed at that time unless this is incompatible with
the nature of the goods or the nature of the lack of conformity.
(3) In a case governed by IV.A – 2:304 (Incorrect installation in a consumer
contract for sale) any reference in paragraphs (1) or (2) to the time
when risk passes to the buyer is to be read as a reference to the time
when the installation is complete.
IV. A. – 2:309: Limits on derogation from conformity

rights in a consumer contract for sale
In a consumer contract for sale, any contractual term or agreement con-
cluded with the seller before a lack of conformity is brought to the seller’s
attention which directly or indirectly waives or restricts the rights resulting
from the seller’s obligation to ensure that the goods conform to the con-
tract is not binding on the consumer.
Chapter 3:
Obligations of the buyer
Section 1:
Overview
IV. A. – 3:101: Overview of obligations of the buyer

The buyer must:
(a) pay the price;
(b) take delivery of the goods; and
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(c) take over documents representing or relating to the goods as may be

required by the contract.
IV. A. – 3:102: Determination of form, measurement or

other features
(1) If under the contract the buyer is to specify the form, measurement or
other features of the goods, or the time or manner of their delivery, and
fails to make such specification either within the time agreed upon or
within a reasonable time after receipt of a request from the seller, the
seller may, without prejudice to any other rights, make the specification
in accordance with any requirements of the buyer that may be known
to the seller.
(2) A seller who makes such a specification must inform the buyer of the
details of the specification and must fix a reasonable time within which
the buyer may make a different specification. If, after receipt of such a
communication, the buyer fails to do so within the time so fixed, the
specification made by the seller is binding.
Section 2:
Payment of the price
IV. A. – 3:201: Place and time for payment

The place and time for payment are determined by III. – 2:101 (Place of
performance) and III. – 2:102 (Time of performance).
IV. A. – 3:202: Formalities of payment

The buyer’s obligation to pay the price includes taking such steps and
complying with such formalities as may be necessary to enable payment
to be made.
IV. A. – 3:203: Price fixed by weight

If the price is fixed according to the weight of the goods, in case of doubt it
is to be determined by the net weight.
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Section 3:
Taking delivery of the goods
IV. A. – 3:301: Taking delivery

The buyer fulfils the obligation to take delivery by:
(a) doing all the acts which could reasonably be expected in order to en-
able the seller to perform the obligation to deliver; and
(b) taking over the goods, or the documents representing the goods, as
required by the contract.
IV. A. – 3:302: Early delivery and delivery of excess quantity

(1) If the seller delivers all or part of the goods before the time fixed, the
buyer may take delivery or, except where acceptance of the tender
would not unreasonably prejudice the buyer’s interests, refuse to take
delivery.
(2) If the seller delivers a quantity of goods greater than that provided for
by the contract, the buyer may retain or refuse the excess quantity.
(3) If the buyer retains the excess quantity it is deemed to have been sup-
plied under the contract and must be paid for at the contractual rate.
(4) In a consumer contract for sale paragraph (3) does not apply if the
buyer believes on reasonable grounds that the seller has delivered the
excess quantity intentionally and without error, knowing that it had
not been ordered. In such a case the rules on unsolicited goods apply.
Chapter 4:
Remedies
Section 1:
Remedies of the parties in general
IV. A. – 4:101: Application of Book III

If a party fails to perform an obligation under the contract, the other party
may exercise the remedies provided in Book III, Chapter 3, except as other-
wise provided in this Chapter.
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IV. A. – 4:102: Limits on derogation from remedies

for non-conformity in a consumer contract for sale
In a consumer contract for sale, any contractual term or agreement con-
cluded with the seller before a lack of conformity is brought to the seller’s
attention which directly or indirectly waives or restricts the remedies of the
buyer provided in Book III, Chapter 3 (Remedies for Non-performance), as
modified in this Chapter in respect of the lack of conformity is not binding
on the consumer.
Section 2:
Remedies of the buyer for lack of conformity
IV. A. – 4:201: Overview of remedies

When the goods do not conform to the contract the buyer is entitled,
subject to the provisions of Book III and of this Chapter:
(a) to have the lack of conformity remedied by repair or replacement in
accordance with III. – 3:302 (Non-monetary obligations);
(b) to withhold performance under III. – 3:401 (Right to withhold perform-
ance of reciprocal obligation);
(c) to terminate the contractual relationship under Book III, Chapter 3,
Section 5 (Termination);
(d) to reduce the price under Book III, Chapter 3, Section 6 (Price reduc-
tion); or
(e) to damages under Book III, Chapter 3, Section 7 (Damages and inter-
est).
IV. A. – 4:202: Termination by consumer for lack of conformity

In a consumer contract for sale, the buyer may terminate the contractual
relationship for non-performance under Book III, Chapter 3, Section 5 (Ter-
mination) in the case of any lack of conformity, unless the lack of confor-
mity is minor.
IV. A. – 4:203: Limitation of liability for damages

of non-business sellers
(1) If the seller is a natural person acting for purposes not related to that
person’s trade, business or profession, the buyer is not entitled to claim
damages for lack of conformity exceeding the contract price.
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(2) The seller is not entitled to rely on paragraph (1) if the lack of confor-
mity relates to facts of which the seller, at the time when the risk pas-
sed to the buyer, knew or could reasonably be expected to have known
and which the seller did not disclose to the buyer before that time.
Section 3:
Requirements of examination and notification
IV. A. – 4:301: Examination of the goods

(1) The buyer should examine the goods, or cause them to be examined,
within as short a period as is reasonable in the circumstances. Failure to
do so may result in the buyer losing, under III. – 3:107 (Failure to notify
non-conformity) as supplemented by IV. A. – 4:302 (Notification of
lack of conformity), the right to rely on the lack of conformity.
(2) If the contract involves carriage of the goods, examination may be de-
ferred until after the goods have arrived at their destination.
(3) If the goods are redirected in transit, or redispatched by the buyer be-
fore the buyer has had a reasonable opportunity to examine them, and
at the time of the conclusion of the contract the seller knew or could
reasonably be expected to have known of the possibility of such redir-
ection or redispatch, examination may be deferred until after the goods
have arrived at the new destination.
(4) This Article does not apply to a consumer contract for sale.
IV. A. – 4:302: Notification of lack of conformity

(1) In a contract between two businesses the rule in III. – 3:107 (Failure to
notify non-conformity) requiring notification of a lack of conformity
within a reasonable time is supplemented by the following rules.
(2) The buyer in any event loses the right to rely on a lack of conformity if
the buyer does not give the seller notice of the lack of conformity at the
latest within two years from the time at which the goods were actually
handed over to the buyer in accordance with the contract.
(3) If the parties have agreed that the goods must remain fit for a particular
purpose or for their ordinary purpose during a fixed period of time, the
period for giving notice under paragraph (2) does not expire before the
end of the agreed period.
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(4) Paragraph (2) does not apply in respect of third party claims or rights
pursuant to IV. A. – 2:305 (Third party rights or claims in general) and
IV. A. – 2:306 (Third party rights or claims based on industrial property
or other intellectual property) .
IV. A. – 4:303: Notification of partial delivery

The buyer does not have to notify the seller that not all the goods have
been delivered, if the buyer has reason to believe that the remaining goods
will be delivered.
IV. A. – 4:304: Seller’s knowledge of lack of conformity

The seller is not entitled to rely on the provisions of IV. A. – 4:301 (Exam-
ination of the goods) or IV. A. – 4:302 (Notification of lack of conformity) if
the lack of conformity relates to facts of which the seller knew or could
reasonably be expected to have known and which the seller did not dis-
close to the buyer.
Chapter 5:
Passing of risk
Section 1:
General provisions
IV. A. – 5:101: Effect of passing of risk

Loss of, or damage to, the goods after the risk has passed to the buyer does
not discharge the buyer from the obligation to pay the price, unless the loss
or damage is due to an act or omission of the seller.
IV. A. – 5:102: Time when risk passes

(1) The risk passes when the buyer takes over the goods or the documents
representing them.
(2) However, if the contract relates to goods not then identified, the risk
does not pass to the buyer until the goods are clearly identified to the
contract, whether by markings on the goods, by shipping documents,
by notice given to the buyer or otherwise.
(3) The rule in paragraph (1) is subject to the Articles in Section 2 of this
Chapter.
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IV. A. – 5:103: Passing of risk in a consumer contract for sale

(1) In a consumer contract for sale, the risk does not pass until the buyer
takes over the goods.
(2) Paragraph (1) does not apply if the buyer has failed to perform the
obligation to take over the goods and the non-performance is not ex-
cused under III. – 3:104 (Excuse due to an impediment) in which case
IV. A. – 5:201 (Goods placed at buyer’s disposal) applies.
(3) Except in so far as provided in the preceding paragraph, Section 2 of
this Chapter does not apply to a consumer contract for sale.
(4) The parties may not, to the detriment of the consumer, exclude the
application of this Article or derogate from or vary its effects.
Section 2:
Special rules
IV. A. – 5:201: Goods placed at buyer’s disposal

(1) If the goods are placed at the buyer’s disposal and the buyer is aware of
this, the risk passes to the buyer from the time when the goods should
have been taken over, unless the buyer was entitled to withhold taking
of delivery under III. – 3:401 (Right to withhold performance of reci-
procal obligation).
(2) If the goods are placed at the buyer’s disposal at a place other than a
place of business of the seller, the risk passes when delivery is due and
the buyer is aware of the fact that the goods are placed at the buyer’s
disposal at that place.
IV. A. – 5:202: Carriage of the goods

(1) This Article applies to any contract of sale which involves carriage of
goods.
(2) If the seller is not bound to hand over the goods at a particular place,
the risk passes to the buyer when the goods are handed over to the first
carrier for transmission to the buyer in accordance with the contract.
(3) If the seller is bound to hand over the goods to a carrier at a particular
place, the risk does not pass to the buyer until the goods are handed
over to the carrier at that place.
(4) The fact that the seller is authorised to retain documents controlling
the disposition of the goods does not affect the passing of the risk.
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IV. A. – 5:203: Goods sold in transit

(1) This Article applies to any contract of sale which involves goods sold in
transit.
(2) The risk passes to the buyer at the time the goods are handed over to
the first carrier. However, if the circumstances so indicate, the risk pas-
ses to the buyer as from the time of the conclusion of the contract.
(3) If at the time of the conclusion of the contract the seller knew or could
reasonably be expected to have known that the goods had been lost or
damaged and did not disclose this to the buyer, the loss or damage is at
the risk of the seller.
Chapter 6:
Consumer goods guarantees
IV. A. – 6:101: Definition of a consumer goods guarantee

(1) A consumer goods guarantee means any undertaking of a type men-
tioned in the following paragraph given to a consumer in connection
with a consumer contract for the sale of goods:
(a) by a producer or a person in later links of the business chain; or
(b) by the seller in addition to the seller’s obligations as seller of the
goods.
(2) The undertaking may be that:
(a) apart from misuse, mistreatment or accident the goods will remain
fit for their ordinary purpose for a specified period of time, or other-
wise;
(b) the goods will meet the specifications set out in the guarantee
document or in associated advertising; or
(c) subject to any conditions stated in the guarantee,
(i) the goods will be repaired or replaced;
(ii) the price paid for the goods will be reimbursed in whole or in
part; or
(iii) some other remedy will be provided.
IV. A. – 6:102: Binding nature of the guarantee

(1) A consumer goods guarantee, whether contractual or in the form of a
unilateral undertaking, is binding in favour of the first buyer, and in the
case of a unilateral undertaking is so binding without acceptance not-
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withstanding any provision to the contrary in the guarantee document

or the associated advertising.
(2) If not otherwise provided in the guarantee document, the guarantee is
also binding without acceptance in favour of every owner of the goods
within the duration of the guarantee.
(3) Any requirement in the guarantee whereby it is conditional on the
fulfilment by the guarantee holder of any formal requirement, such as
registration or notification of purchase, is not binding on the consum-
er.
IV. A. – 6:103: Guarantee document

(1) A person who gives a consumer goods guarantee must (unless such a
document has already been provided to the buyer) provide the buyer
with a guarantee document which:
(a) states that the buyer has legal rights which are not affected by the
guarantee;
(b) points out the advantages of the guarantee for the buyer in com-
parison with the conformity rules;
(c) lists all the essential particulars necessary for making claims under
the guarantee, notably:
– the name and address of the guarantor;
– the name and address of the person to whom any notification is
to be made and the procedure by which the notification is to be
made;
– any territorial limitations to the guarantee;
(d) is drafted in plain, intelligible language; and
(e) is drafted in the same language as that in which the goods were
offered.
(2) The guarantee document must be in textual form on a durable medium
and be available and accessible to the buyer.
(3) The validity of the guarantee is not affected by any failure to comply
with paragraphs (1) and (2), and accordingly the guarantee holder can
still rely on the guarantee and require it to be honoured.
(4) If the obligations under paragraphs (1) and (2) are not observed the
guarantee holder may, without prejudice to any right to damages which
may be available, require the guarantor to provide a guarantee docu-
ment which conforms to those requirements.
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IV. A. – 6:104: Coverage of the guarantee

If the guarantee document does not specify otherwise:
(a) the period of the guarantee is 5 years or the estimated life-span of the
goods, whichever is shorter;
(b) the guarantor’s obligations become effective if, for a reason other than
misuse, mistreatment or accident, the goods at any time during the
period of the guarantee become unfit for their ordinary purpose or
cease to possess such qualities and performance capabilities as the
guarantee holder may reasonably expect;
(c) the guarantor is obliged, if the conditions of the guarantee are satisfied,
to repair or replace the goods; and
(d) all costs involved in invoking and performing the guarantee are to be
borne by the guarantor.
IV. A. – 6:105: Guarantee limited to specific parts

A consumer goods guarantee relating only to a specific part or specific parts
of the goods must clearly indicate this limitation in the guarantee docu-
ment; otherwise the limitation is not binding on the consumer.
IV. A. – 6:106: Exclusion or limitation of the guarantor’s liability

The guarantee may exclude or limit the guarantor’s liability under the guar-
antee for any failure of or damage to the goods caused by failure to maintain
the goods in accordance with instructions, provided that the exclusion or
limitation is clearly set out in the guarantee document.
IV. A. – 6:107: Burden of proof

(1) Where the guarantee holder invokes a consumer goods guarantee with-
in the period covered by the guarantee the burden of proof is on the
guarantor that:
(a) the goods met the specifications set out in the guarantee docu-
ment or in associated advertisements; and
(b) any failure of or damage to the goods is due to misuse, mistreat-
ment, accident, failure to maintain, or other cause for which the
guarantor is not responsible.
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Part B. Lease of goods IV. B. – 1:101
IV. A. – 6:108: Prolongation of the guarantee period

(1) If any defect or failure in the goods is remedied under the guarantee
then the guarantee is prolonged for a period equal to the period during
which the guarantee holder could not use the goods due to the defect
or failure.
Part B.
Lease of goods
Chapter 1:
Scope of application and general provisions
IV. B. – 1:101: Lease of goods

(1) This Part of Book IV applies to contracts for the lease of goods.
(2) A contract for the lease of goods is a contract under which one party,
the lessor, undertakes to provide the other party, the lessee, with a
temporary right of use of goods in exchange for rent. The rent may
be in the form of money or other value.
(3) This Part of Book IV does not apply to contracts where the parties have
agreed that ownership will be transferred after a period with right of use
even if the parties have described the contract as a lease.
(4) The application of this Part of Book IV is not excluded by the fact that
the contract has a financing purpose, the lessor has the role as a finan-
cing party, or the lessee has an option to become owner of the goods.
(5) This Part of Book IV regulates only the contractual relationship arising
from a contract for lease.
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IV. B. – 1:102 Book IV
IV. B. – 1:102: Consumer contract for the lease of goods

For the purpose of this Part of Book IV, a consumer contract for the lease of
goods is a contract for the lease of goods in which the lessor is a business
and the lessee is a consumer.
Chapter 2:
Lease period
IV. B. – 2:101: Start of lease period

(1) The lease period starts:
(a) at the time determinable from the terms agreed by the parties;
(b) if a time frame within which the lease period is to start can be
determined, at any time chosen by the lessor within that time
frame unless the circumstances of the case indicate that the lessee
is to choose the time;
(c) in any other case, a reasonable time after the conclusion of the
contract, at the request of either party.
(2) The lease period starts at the time when the lessee takes control of the
goods if this is earlier than the starting time under paragraph (1).
IV. B. – 2:102: End of lease period

(1) A definite lease period ends at the time determinable from the terms
agreed by the parties. A definite lease period cannot be terminated
unilaterally beforehand by giving notice.
(2) An indefinite lease period ends at the time specified in a notice of
termination given by either party.
(3) A notice under paragraph (2) is effective only if the time specified in
the notice of termination is in compliance with the terms agreed by the
parties or, if no period of notice can be determined from such terms, a
reasonable time after the notice has reached the other party.
IV. B. – 2:103: Tacit prolongation

(1) A lease period is prolonged for an indefinite period if:
(a) the lessee, with the lessor’s knowledge, has continued to use the
goods after the expiry of the lease period;
(b) the use has continued for a period equal to that required for an
effective notice of termination; and
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(c) the circumstances are not inconsistent with the tacit consent of
both parties to such prolongation.
(2) Either party can prevent tacit prolongation by giving notice to the other
before tacit prolongation takes effect. The notice need only indicate
that the party regards the lease period as having expired on the expiry
date.
(3) Where the lease period is prolonged under this Article, the period dur-
ing which the contract of lease has effect is also prolonged accordingly.
The other terms of the contract are not changed by the prolongation.
(4) Notwithstanding the second sentence of paragraph (3), where the rent
prior to prolongation was calculated so as to take into account amor-
tisation of the cost of the goods by the lessee, the rent payable follow-
ing prolongation is limited to what is reasonable having regard to the
amount already paid.
(5) In the case of a consumer contract for the lease of goods the parties
may not, to the detriment of the consumer, exclude the application of
paragraph (4) or derogate from or vary its effects.
(6) Prolongation under this Article does not increase or extend security
rights provided by third parties.
Chapter 3:
Obligations of the lessor
IV. B. – 3:101: Availability of the goods

(1) The lessor must make the goods available for the lessee’s use at the
start of the lease period and at the place determined by III. – 2:101
(Place of performance).
(2) Notwithstanding the rule in the previous paragraph, the lessor must
make the goods available for the lessee’s use at the lessee’s place of
business or, as the case may be, at the lessee’s habitual residence if the
lessor, on the specifications of the lessee, acquires the goods from a
supplier selected by the lessee.
(3) The seller must ensure that the goods remain available for the lessee’s
use throughout the lease period, free from any right or claim of a third
party which prevents or is otherwise likely to interfere with the lessee’s
use of the goods in accordance with the contract.
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(4) The lessor’s obligations when the goods are lost or damaged during the
lease period are regulated by IV. B. – 3:104 (Conformity of the goods
during the lease period).
IV. B. – 3:102: Conformity with the contract at the start

of the lease period
(1) The lessor must ensure that the goods conform with the contract at the
start of the lease period.
(2) The goods do not conform with the contract unless they:
(a) are of the quantity, quality and description required by the terms
agreed by the parties;
(b) are contained or packaged in the manner required by the terms
agreed by the parties;
(c) are supplied along with any accessories, installation instructions or
other instructions required by the terms agreed by the parties; and
(d) comply with the following Article .
IV. B. – 3:103: Fitness for purpose, qualities, packaging etc.

The goods do not conform with the contract unless they:
(a) are fit for any particular purpose made known to the lessor at the time
of the conclusion of the contract, except where the circumstances
show that the lessee did not rely, or that it was unreasonable for the
lessee to rely, on the lessor’s skill and judgement;
(b) are fit for the purposes for which goods of the same description would
ordinarily be used;
(c) possess the qualities of goods which the lessor held out to the lessee as
a sample or model;
(d) are contained or packaged in the manner usual for such goods or,
where there is no such manner, in a manner adequate to preserve and
protect the goods;
(e) are supplied along with such accessories, installation instructions or
other instructions as the lessee could reasonably expect to receive; and
(f) possess such qualities and performance capabilities as the lessee may
reasonably expect.
IV. B. – 3:104: Conformity of the goods during the lease period

(1) The lessor must ensure that throughout the lease period, and subject to
normal wear and tear, the goods:
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(a) remain of the quantity, quality and description required by the con-
tract; and
(b) remain fit for the purposes of the lease, even where this requires
modifications to the goods.
(2) Paragraph (1) does not apply where the rent is calculated so as to take
into account the amortisation of the cost of the goods by the lessee.
(3) Nothing in paragraph (1) affects the lessee’s obligations under IV. B. –
5:104 (Handling the goods in accordance with the contract) paragraph
(1)(c).
IV. B. – 3:105: Incorrect installation under a consumer

contract for the lease of goods
Where, under a consumer contract for the lease of goods, the goods are
incorrectly installed, any lack of conformity resulting from the incorrect
installation is deemed to be a lack of conformity of the goods if:
(a) the goods were installed by the lessor or under the lessor’s responsi-
bility; or
(b) the goods were intended to be installed by the consumer and the in-
correct installation was due to shortcomings in the installation instruc-
tions.
IV. B. – 3:106: Limits on derogation from conformity

rights in a consumer contract for lease
In the case of a consumer contract for the lease of goods, any contractual
term or agreement concluded with the lessor before a lack of conformity is
brought to the lessor’s attention which directly or indirectly waives or re-
stricts the rights resulting from the lessor’s obligation to ensure that the
goods conform to the contract is not binding on the consumer.
IV. B. – 3:107: Obligations on return of the goods

The lessor must:
(a) take all the steps which may reasonably be expected in order to enable
the lessee to perform the obligation to return the goods; and
(b) accept return of the goods as required by the contract.
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Chapter 4:
Remedies of the lessee
IV. B. – 4:101: Overview of remedies of lessee

If the lessor fails to perform an obligation under the contract, the lessee
may be entitled, according to Book III, Chapter 3 and the rules of this
Chapter:
(a) to enforce specific performance of the obligation;
(b) to withhold performance of the reciprocal obligation;
(c) to terminate the lease;
(d) to reduce the rent;
(e) to damages and interest.
IV. B. – 4:102: Rules on remedies mandatory in consumer contract

(1) In the case of a consumer contract for the lease of goods the parties
may not, to the detriment of the consumer, exclude the application of
the rules of this Chapter or derogate from or vary their effects.
(2) Notwithstanding paragraph (1), the parties may agree on a limitation
of the lessor’s liability for loss related to the lessee’s trade, business or
profession. Such a term may not, however, be invoked if it would be
contrary to good faith and fair dealing to do so.
IV. B. – 4:103: Lessee’s right to have lack of conformity remedied

(1) The lessee may have any lack of conformity of the goods remedied, and
recover any expenses reasonably incurred, to the extent that the lessee
is entitled to enforce specific performance according to III. – 3:302
(Non-monetary obligations).
(2) Nothing in the preceding paragraph affects the lessor’s right to cure the
lack of conformity according to Book III, Chapter 3, Section 2.
IV. B. – 4:104: Rent reduction

(1) The lessee may reduce the rent for a period in which the value of the
lessor’s performance is decreased due to delay or lack of conformity, to
the extent that the reduction in value is not caused by the lessee.
(2) The rent may be reduced even for periods in which the lessor retains
the right to perform or cure according to III. – 3:103 (Notice fixing ad-
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ditional time for performance), III. – 3:202 (Cure by debtor: general

rules) paragraph (2) and III. – 3:204 (Consequences of allowing debtor
opportunity to cure)).
(3) Notwithstanding the rule in paragraph (1), the lessee may lose the
right to reduce the rent for a period according to IV. B. – 4:106 (Noti-
fication of lack of conformity).
IV. B. – 4:105: Substitute transaction by lessee

Where the lessee has terminated the lease under Book III, Chapter 3, Sec-
tion 5 (Termination) and has made a substitute transaction within a rea-
sonable time and in a reasonable manner, the lessee may, where entitled to
damages, recover the difference between the value of the terminated lease
and the value of the substitute transaction, as well as any further loss.
IV. B. – 4:106: Notification of lack of conformity

(1) The lessee cannot resort to remedies for lack of conformity unless no-
tification is given to the lessor. Where notification is not timely, the
lack of conformity is disregarded for a period corresponding to the un-
reasonable delay. Notification is always considered timely where it is
given within a reasonable time after the lessee has become, or could
reasonably be expected to have become, aware of the lack of confor-
mity.
(2) When the lease period has ended the rules in III. – 3:107 (Failure to
notify non-conformity) apply.
(3) The lessor is not entitled to rely on the provisions of paragraphs (1)
and (2) if the lack of conformity relates to facts of which the lessor
knew or could reasonably be expected to have known and which the
lessor did not disclose to the lessee.
IV. B. – 4:107: Remedies channelled towards supplier of the goods

(1) This Article applies where:
(a) the lessor, on the specifications of the lessee, acquires the goods
from a supplier selected by the lessee;
(b) the lessee, in providing the specifications for the goods and select-
ing the supplier, does not rely primarily on the skill and judgement
of the lessor;
(c) the lessee approves the terms of the supply contract;
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(d) the supplier’s obligations under the supply contract are owed, by
law or by contract, to the lessee as a party to the supply contract or
as if the lessee were a party to that contract; and
(e) the supplier’s obligations owed to the lessee cannot be varied with-
out the consent of the lessee.
(2) The lessee cannot claim performance from the lessor, reduce the rent or
claim damages or interest from the lessor, for late delivery or for lack of
conformity, unless non-performance results from an act or omission of
the lessor.
(3) The provision in paragraph (2) does not preclude:
(a) any right of the lessee to reject the goods, to terminate the lease
under Book III, Chapter 3, Section 5 (Termination) or, prior to ac-
ceptance of the goods, to withhold rent to the extent that the
lessee could have resorted to these remedies as a party to the sup-
ply contract; or
(b) any remedy of the lessee where a third party right or claim pre-
vents, or is otherwise likely to interfere with, the lessee’s contin-
uous use of the goods in accordance with the contract.
(4) The lessee cannot terminate the lessee’s contractual relationship with
the supplier under the supply contract without the consent of the les-
sor.
Chapter 5:
Obligations of the lessee
IV. B. – 5:101: Obligation to pay rent

(1) The lessee must pay the rent.
(2) Where the rent cannot be determined from the terms agreed by the
parties, from any other applicable rule of law or from usages or prac-
tices, it is a monetary sum determined in accordance with II. – 9:104
(Determination of price).
(3) The rent accrues from the start of the lease period.
IV. B. – 5:102: Time for payment

Rent is payable:
(a) at the end of each period for which the rent is agreed;
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(b) if the rent is not agreed for certain periods, at the expiry of a definite
lease period; or
(c) if no definite lease period is agreed and the rent is not agreed for certain
periods, at the end of reasonable intervals.
IV. B. – 5:103: Acceptance of goods

The lessee must:
(a) take all steps reasonably to be expected in order to enable the lessor to
perform the obligation to make the goods available at the start of the
lease period; and
(b) take control of the goods as required by the contract.
IV. B. – 5:104: Handling the goods in accordance with the contract

(1) The lessee must:
(a) observe the requirements and restrictions which follow from the
terms agreed by the parties;
(b) handle the goods with the care which can reasonably be expected
in the circumstances, taking into account the duration of the lease
period, the purpose of the lease and the character of the goods;
and
(c) take all measures which could ordinarily be expected to become
necessary in order to preserve the normal standard and functioning
of the goods, in so far as is reasonable, taking into account the
duration of the lease period, the purpose of the lease and the char-
acter of the goods.
(2) Where the rent is calculated so as to take into account the amortisation
of the cost of the goods by the lessee, the lessee must, during the lease
period, keep the goods in the condition they were in at the start of the
lease period, subject to any wear and tear which is normal for that kind
of goods.
IV. B. – 5:105: Intervention to avoid danger or damage

to the goods
(1) The lessee must take such measures for the maintenance and repair of
the goods as would ordinarily be carried out by the lessor, if the mea-
sures are necessary to avoid danger or damage to the goods, and it is
impossible or impracticable for the lessor, but not for the lessee, to
ensure these measures are taken.
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(2) The lessee has a right against the lessor to indemnification or, as the
case may be, reimbursement in respect of an obligation or expenditure
(whether of money or other assets) in so far as reasonably incurred for
the purposes of the measures.
IV. B. – 5:106: Compensation for maintenance and improvements

(1) The lessee cannot claim compensation for maintenance of or improve-
ments to the goods.
(2) Paragraph (1) does not exclude or restrict any claim the lessee may
have for damages or any right or claim the lessee may have under
IV. B. – 4:103 (Lessee’s right to have lack of conformity remedied),
IV. B. – 5:105 (Intervention to avoid danger or damage to the goods)
or Book VIII (Acquisition and Loss of Ownership in Movables).
IV. B. – 5:107: Obligation to inform

(1) The lessee must inform the lessor of any damage or danger to the
goods, and of any right or claim of a third party, if these circumstances
would normally give rise to a need for action on the part of the lessor.
(2) The lessee must inform the lessor under paragraph (1) within a reason-
able time after the lessee first becomes aware of the circumstances and
their character.
(3) The lessee is presumed to be aware of the circumstances and their
character if the lessee could reasonably be expected to be so aware.
IV. B. – 5:108: Repairs and inspections of the lessor

(1) The lessee, if given reasonable notice where possible, must tolerate the
carrying out by the lessor of repair work and other work on the goods
which is necessary in order to preserve the goods, remove defects and
prevent danger. This obligation does not preclude the lessee from re-
ducing the rent in accordance with IV. B. – 4:104 (Rent reduction).
(2) The lessee must tolerate the carrying out of work on the goods which
does not fall under paragraph (1), unless there is good reason to object.
(3) The lessee must tolerate inspection of the goods for the purposes in-
dicated in paragraph (1). The lessee must also accept inspection of the
goods by a prospective lessee during a reasonable period prior to expiry
of the lease.
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IV. B. – 5:109: Obligation to return the goods

At the end of the lease period the lessee must return the goods to the place
where they were made available for the lessee.
Chapter 6:
Remedies of the lessor
IV. B. – 6:101: Overview of remedies of lessor

If the lessee fails to perform an obligation under the contract, the lessor
may be entitled, according to Book III, Chapter 3 (Remedies for Non-per-
formance) and the provisions of this Chapter:
(a) to enforce performance of the obligation;
(b) to withhold performance of the reciprocal obligation;
(c) to terminate the lease;
(d) to damages and interest.
IV. B. – 6:102: Consumer contract for the lease of goods

In the case of a consumer contract for the lease of goods the parties may
not, to the detriment of the consumer, exclude the application of the rules
of this Chapter or derogate from or vary their effects.
IV. B. – 6:103: Right to enforce performance of monetary

obligations
(1) The lessor is entitled to recover payment of rent and other sums due.
(2) Where the lessor has not yet made the goods available to the lessee
and it is clear that the lessee will be unwilling to take control of the
goods, the lessor may nonetheless proceed with performance and may
recover payment unless:
(a) the lessor could have made a reasonable substitute transaction
without significant effort or expense; or
(b) performance would be unreasonable in the circumstances.
(3) Where the lessee has taken control of the goods, the lessor may recover
payment of any sums due under the contract. This includes future rent,
unless the lessee wishes to return the goods and it would be reasonable
for the lessor to accept their return.
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IV. B. – 6:104: Substitute transaction by lessor

Where the lessor has terminated the lease under Book III, Chapter 3, Sec-
tion 5 (Termination) and has made a substitute transaction within a rea-
sonable time and in a reasonable manner, the lessor may, where entitled to
damages, recover the difference between the value of the terminated lease
and the value of the substitute transaction, as well as any further loss.
IV. B. – 6:105: Reduction of liability in consumer contract

for the lease of goods
(1) In the case of a consumer contract for the lease of goods, the lessor’s
claim for damages may be reduced to the extent that the loss is miti-
gated by insurance covering the goods, or to the extent that loss would
have been mitigated by insurance, in circumstances where it is reason-
able to expect the lessor to take out such insurance.
(2) The rule in paragraph (1) applies in addition to the rules in Book III,
Chapter 3, Section 7.
Chapter 7:
New Parties and Sublease
IV. B. – 7:101: Change in ownership and substitution of lessor

(1) Where ownership passes from the lessor to a new owner, the new
owner of the goods is substituted as a party to the lease if the lessee
has possession of the goods at the time ownership passes. The former
owner remains subsidiarily liable for the non-performance of the ob-
ligations under the contract for lease as a personal security provider.
(2) A reversal of the passing of ownership puts the parties back in their
original positions except as regards performance already rendered at the
time of reversal.
(3) The rules in the preceding paragraphs apply accordingly where the les-
sor has acted as holder of a right other than ownership.
IV. B. – 7:102: Assignment of lessee’s rights to performance

The lessee’s rights to performance of the lessor’s obligations under the
contract for lease cannot be assigned without the lessor’s consent.
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Part C. Services IV. C. – 1:102
IV. B. – 7:103: Sublease

(1) The lessee may not sublease the goods without the lessor’s consent.
(2) If consent to a sublease is withheld without good reason, the lessee
may terminate the lease by giving a reasonable period of notice.
(3) In the case of a sublease, the lessee remains liable for the performance
of the lessee’s obligations under the contract for lease.
Part C.
Services
Chapter 1:
General provisions
Section 1:
Scope
IV. C. – 1:101: Supply of a service

(1) This Part of Book IV applies:
(a) to contracts under which one party, the service provider, under-
takes to supply a service to the other party, the client, in exchange
for a price; and
(b) with appropriate adaptations, to contracts under which the service
provider undertakes to supply a service to the client otherwise than
in exchange for a price.
(2) It applies in particular to contracts for construction, processing, sto-
rage, design, information or advice, and treatment.
IV. C. – 1:102: Exclusions

This Part does not apply to contracts in so far as they are for transport,
insurance, the provision of a security or the supply of a financial product or
a financial service.
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IV. C. – 1:201 Book IV
Section 2:
Other general provisions
IV. C. – 1:201: Structure

(1) Chapter 2 of this Part applies in relation to all service contracts within
the scope of this Part, including contracts for construction, processing,
storage, design, information or advice, and treatment.
(2) Chapters 3 to 8 contain more specific rules in relation to contracts for
construction, processing, storage, design, information or advice, and
treatment.
(3) In the case of any conflict the rules in Chapters 3 to 8 prevail over the
rules in Chapter 2.
IV. C. – 1:202: Derogation

The parties may exclude the application of any of the rules in this Part of
Book IV or derogate from or vary their effects, except as otherwise provided
in this Part.
Chapter 2:
Rules applying to service contracts in general
IV. C. – 2:101: Price

Where the service provider is a business, a price is payable unless the cir-
cumstances indicate otherwise.
IV. C. – 2:102: Pre-contractual duties to warn

(1) The service provider is under a pre-contractual duty to warn the client if
the service provider becomes aware of a risk that the service requested:
(a) may not achieve the result stated or envisaged by the client,
(b) may damage other interests of the client, or
(c) may become more expensive or take more time than reasonably
expected by the client.
(2) The duty to warn in paragraph (1) does not apply if the client:
(a) already knows of the risks referred to in paragraph (1); or
(b) could reasonably be expected to know of them.
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(3) If a risk referred to in paragraph (1) materialises and the service provider
was in breach of the duty to warn of it, a subsequent change of the
service by the service provider under IV. C. – 2:109 (Unilateral variation
of the service contract) which is based on the materialisation of the risk
is of no effect unless the service provider proves that the client, if duly
warned, would have entered into a contract anyway. This is without
prejudice to any other remedies, including remedies for mistake, which
the client may have.
(4) The client is under a pre-contractual duty to warn the service provider if
the client becomes aware of unusual facts which are likely to cause the
service to become more expensive or time-consuming than expected
by the service provider or to cause any danger to the service provider or
others when performing the service.
(5) If the facts referred to under paragraph (4) occur and the service pro-
vider was not duly warned, the service provider is entitled to:
(a) damages for the loss the service provider sustained as a conse-
quence of the failure to warn; and
(b) an adjustment of the time allowed for performance of the service.
(6) For the purpose of paragraph (1), the service provider is presumed to be
aware of the risks mentioned if they should be obvious from all the
facts and circumstances known to the service provider, considering the
information which the service provider must collect about the result
stated or envisaged by the client and the circumstances in which the
service is to be carried out.
(7) For the purpose of paragraph (2)(b) the client cannot reasonably be
expected to know of a risk merely because the client was competent, or
was advised by others who were competent, in the relevant field, un-
less such other person acted as the agent of the client, in which case
II. – 1:105 (Imputed knowledge etc.) applies.
(8) For the purpose of paragraph (4), the client is presumed to be aware of
the facts mentioned if they should be obvious from all the facts and
circumstances known to the client without investigation.
IV. C. – 2:103: Obligation to co-operate

(1) The obligation of co-operation requires in particular:
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(a) the client to answer reasonable requests by the service provider for
information in so far as this may reasonably be considered neces-
sary to enable the service provider to perform the obligations under
the contract;
(b) the client to give directions regarding the performance of the ser-
vice in so far as this may reasonably be considered necessary to
enable the service provider to perform the obligations under the
contract;
(c) the client, in so far as the client is to obtain permits or licences, to
obtain these at such time as may reasonably be considered neces-
sary to enable the service provider to perform the obligations under
the contract;
(d) the service provider to give the client a reasonable opportunity to
determine whether the service provider is performing the obliga-
tions under the contract; and
(e) the parties to co-ordinate their respective efforts in so far as this
may reasonably be considered necessary to perform their respec-
tive obligations under the contract.
(2) If the client fails to perform the obligations under paragraph (1)(a) or
(b), the service provider may either withhold performance or base per-
formance on the expectations, preferences and priorities the client
could reasonably be expected to have, given the information and di-
rections which have been gathered, provided that the client is warned
in accordance with IV. C. – 2:108 (Contractual obligation of the service
provider to warn).
(3) If the client fails to perform the obligations under paragraph (1) caus-
ing the service to become more expensive or to take more time than
agreed on in the contract, the service provider is entitled to:
(a) damages for the loss the service provider sustained as a conse-
quence of the non-performance; and
(b) an adjustment of the time allowed for supplying the service.
IV. C. – 2:104: Subcontractors, tools and materials

(1) The service provider may subcontract the performance of the service in
whole or in part without the client’s consent, unless personal perform-
ance is required by the contract.
(2) Any subcontractor so engaged by the service provider must be of ade-
quate competence.
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(3) The service provider must ensure that any tools and materials used for
the performance of the service are in conformity with the contract and
the applicable statutory rules, and fit to achieve the particular purpose
for which they are to be used.
(4) In so far as subcontractors are nominated by the client or tools and
materials are provided by the client, the responsibility of the service
provider is governed by IV. C. – 2:107 (Directions of the client) and
IV. C. – 2:108 (Contractual obligation of the service provider to warn).
IV. C. – 2:105: Obligation of skill and care

(1) The service provider must perform the service:
(a) with the care and skill which a reasonable service provider would
exercise under the circumstances; and
(b) in conformity with any statutory or other binding legal rules which
are applicable to the service.
(2) If the service provider professes a higher standard of care and skill the
provider must exercise that care and skill.
(3) If the service provider is, or purports to be, a member of a group of
professional service providers for which standards have been set by a
relevant authority or by that group itself, the service provider must
exercise the care and skill expressed in those standards.
(4) In determining the care and skill the client is entitled to expect, regard
is to be had, among other things, to:
(a) the nature, the magnitude, the frequency and the foreseeability of
the risks involved in the performance of the service for the client;
(b) if damage has occurred, the costs of any precautions which would
have prevented that damage or similar damage from occurring;
(c) whether the service provider is a business;
(d) whether a price is payable and, if one is payable, its amount; and
(e) the time reasonably available for the performance of the service.
(5) The obligations under this Article require in particular the service pro-
vider to take reasonable precautions in order to prevent the occurrence
of damage as a consequence of the performance of the service.
IV. C. – 2:106: Obligation to achieve result

(1) The supplier of a service must achieve the specific result stated or en-
visaged by the client at the time of the conclusion of the contract,
provided that in the case of a result envisaged but not stated:
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(a) the result envisaged was one which the client could reasonably be
expected to have envisaged; and
(b) the client had no reason to believe that there was a substantial risk
that the result
would
not be achieved by the service.
(2) In so far as ownership of anything is transferred to the client under the
service contract, it must be transferred free from any right or claim of a
third party. Articles IV. A. – 2:305 (Third party rights or claims in gen-
eral) and IV. A. – 2:306 (Third party rights or claims based on industrial
property or other intellectual property) apply with any appropriate
adaptations.
IV. C. – 2:107: Directions of the client

(1) The service provider must follow all timely directions of the client re-
garding the performance of the service, provided that the directions:
(a) are part of the contract itself or are specified in any document to
which the contract refers; or
(b) result from the realisation of choices left to the client by the con-
tract; or
(c) result from the realisation of choices initially left open by the par-
ties.
(2) If non-performance of one or more of the obligations of the service
provider under IV. C. – 2:105 (Obligation of skill and care) or IV.C –
2:106 (Obligation to achieve result) is the consequence of following
a direction which the service provider is obliged to follow under para-
graph (1), the service provider is not liable under those Articles, pro-
vided that the client was duly warned under IV. C. – 2:108 (Contractual
obligation of the service provider to warn).
(3) If the service provider perceives a direction falling under paragraph (1)
to be a variation of the contract under IV. C. – 2:109 (Unilateral varia-
tion of the service contract) the service provider must warn the client
accordingly. Unless the client then revokes the direction without un-
due delay, the service provider must follow the direction and the direc-
tion is deemed to be a variation of the contract.
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IV. C. – 2:108: Contractual obligation of the service

provider to warn
(1) The service provider must warn the client if the service provider be-
comes aware of a risk that the service requested:
(a) may not achieve the result stated or envisaged by the client at the
time of conclusion of the contract;
(b) may damage other interests of the client; or
(c) may become more expensive or take more time than agreed on in
the contract
either
as a result of following information or directions given by the client or
collected in preparation for performance, or as a result of the occur-
rence of any other risk.
(2) The service provider must take reasonable measures to ensure that the
client understands the content of the warning.
(3) The obligation to warn in paragraph (1) does not apply if the client:
(a) already knows of the risks referred to in paragraph (1); or
(b) could reasonably be expected to know of them.
(4) If a risk referred to in paragraph (1) materialises and the service provider
did not perform the obligation to warn the client of it, a notice of
variation by the service provider under IV. C. – 2:109 (Unilateral varia-
tion of the service contract) based on the materialisation of that risk is
without effect.
(5) For the purpose of paragraph (1), the service provider is presumed to be
aware of the risks mentioned if they should be obvious from all the
facts and circumstances known to the service provider without inves-
tigation.
(6) For the purpose of paragraph (3)(b), the client cannot reasonably be
expected to know of a risk merely because the client was competent, or
was advised by others who were competent, in the relevant field, un-
less such other person acted as the agent of the client, in which case
II. – 1:105 (Imputed knowledge etc.) applies.
IV. C. – 2:109: Unilateral variation of the service contract

(1) Without prejudice to the client’s right to terminate under IV. C. – 2:111
(Client’s right to terminate), either party may, by notice to the other
party, change the service to be provided, if such a change is reasonable
taking into account:
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(a) the result to be achieved;

(b) the interests of the client;
(c) the interests of the service provider; and
(d) the circumstances at the time of the change.
(2) A change is regarded as reasonable only if it is:
(a) necessary in order to enable the service provider to act in accord-
ance with IV. C. – 2:105 (Obligation of skill and care) or, as the
case may be, IV. C. – 2:106 (Obligation to achieve result);
(b) the consequence of a direction given in accordance with paragraph
(1) of IV. C. – 2:107 (Directions of the client) and not revoked
without undue delay after receipt of a warning in accordance with
paragraph (3) of that Article;
(c) a reasonable response to a warning from the service provider under
IV. C. – 2:108 (Contractual obligation of the service provider to
warn); or
(d) required by a change of circumstances which would justify a var-
iation of the service provider’s obligations under III. – 1:110 (Var-
iation or termination by court on a change of circumstances).
(3) Any additional price due as a result of the change has to be reasonable
and is to be determined using the same methods of calculation as were
used to establish the original price for the service.
(4) In so far as the service is reduced, the loss of profit, the expenses saved
and any possibility that the service provider may be able to use the
released capacity for other purposes are to be taken into account in the
calculation of the price due as a result of the change.
(5) A change of the service may lead to an adjustment of the time of per-
formance proportionate to the extra work required in relation to the
work originally required for the performance of the service and the time
span determined for performance of the service.
IV. C. – 2:110: Client’s obligation to notify anticipated

non-conformity
(1) The client must notify the service provider if the client becomes aware
during the period for performance of the service that the service pro-
vider will fail to perform the obligation under IV. C. – 2:106 (Obligation
to achieve result).
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(2) The client is presumed to be so aware if from all the facts and circum-
stances known to the client without investigation the client has reason
to be so aware.
(3) If a non-performance of the obligation under paragraph (1) causes the
service to become more expensive or to take more time than agreed on
in the contract, the service provider is entitled to:
(a) damages for the loss the service provider sustains as a conse-
quence of that failure; and
(b) an adjustment of the time allowed for performance of the service.
IV. C. – 2:111: Client’s right to terminate

(1) The client may terminate the contractual relationship at any time by
giving notice to the service provider.
(2) The effects of termination are governed by III. – 1:109 (Variation or
termination by notice) paragraph (3).
(3) When the client was justified in terminating the relationship no dam-
ages are payable for so doing.
(4) When the client was not justified in terminating the relationship, the
termination is nevertheless effective but, the service provider may claim
damages in accordance with the rules in Book III.
(5) For the purposes of this Article, the client is justified in terminating the
relationship if the client:
(a) was entitled to terminate the relationship under the express terms
of the contract and observed any requirements laid down in the
contract for doing so;
(b) was entitled to terminate the relationship under Book III, Chapter
3, Section 5 (Termination); or
(c) was entitled to terminate the relationship under III. – 1:109 (Var-
iation or termination by notice) paragraph (2) and gave a reason-
able period of notice as required by that provision.
Chapter 3:
Construction
IV. C. – 3:101: Scope

(1) This Chapter applies to contracts under which one party, the construc-
tor, undertakes to construct a building or other immovable structure, or
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to materially alter an existing building or other immovable structure,

following a design provided by the client.
(2) It applies with appropriate adaptations to contracts under which the
constructor undertakes:
(a) to construct a movable or incorporeal thing, following a design
provided by the client; or
(b) to construct a building or other immovable structure, to materially
alter an existing building or other immovable structure, or to con-
struct a movable or incorporeal thing, following a design provided
by the constructor.
IV. C. – 3:102: Obligation of client to co-operate

The obligation of co-operation requires in particular the client to:
(a) provide access to the site where the construction has to take place in so
far as this may reasonably be considered necessary to enable the con-
structor to perform the obligations under the contract; and
(b) provide the components, materials and tools, in so far as they must be
provided by the client, at such time as may reasonably be considered
necessary to enable the constructor to perform the obligations under
the contract.
IV. C. – 3:103: Obligation to prevent damage to structure

The constructor must take reasonable precautions in order to prevent any
damage to the structure.
IV. C. – 3:104: Conformity

(1) The constructor must ensure that the structure is of the quality and
description required by the contract. Where more than one structure is
to be made, the quantity also must be in conformity with the contract.
(2) The structure does not conform to the contract unless it is:
(a) fit for any particular purpose expressly or impliedly made known to
the constructor at the time of the conclusion of the contract or at
the time of any variation in accordance with IV. C. – 2:109 (Uni-
lateral variation of the service contract) pertaining to the issue in
question; and
(b) fit for the particular purpose or purposes for which a structure of
the same description would ordinarily be used.
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(3) The client is not entitled to invoke a remedy for non-conformity if a

direction provided by the client under IV. C. – 2:107 (Directions of the
client) is the cause of the non-conformity and the constructor per-
formed the obligation to warn pursuant to IV. C. – 2:108 (Contractual
obligation of the service provider to warn).
IV. C. – 3:105: Inspection, supervision and acceptance

(1) The client may inspect or supervise the tools and materials used in the
construction process, the process of construction and the resulting
structure in a reasonable manner and at any reasonable time, but is
not bound to do so.
(2) If the parties agree that the constructor has to present certain elements
of the tools and materials used, the process or the resulting structure to
the client for acceptance, the constructor may not proceed with the
construction before having been allowed by the client to do so.
(3) Absence of, or inadequate, inspection, supervision or acceptance does
not relieve the constructor wholly or partially from liability. This rule
also applies when the client is under a contractual obligation to in-
spect, supervise or accept the structure or the construction of it.
IV. C. – 3:106: Handing-over of the structure

(1) If the constructor regards the structure, or any part of it which is fit for
independent use, as sufficiently completed and wishes to transfer con-
trol over it to the client, the client must accept such control within a
reasonable time after being notified. The client may refuse to accept the
control when the structure, or the relevant part of it, does not conform
to the contract and such non-conformity makes it unfit for use.
(2) Acceptance by the client of the control over the structure does not
relieve the constructor wholly or partially from liability. This rule also
applies when the client is under a contractual obligation to inspect,
supervise or accept the structure or the construction of it.
(3) This Article does not apply if, under the contract, control is not to be
transferred to the client.
IV. C. – 3:107: Payment of the price

(1) The price or a proportionate part of it is payable when the constructor
transfers the control of the structure or a part of it to the client in ac-
cordance with the preceding Article.
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(2) However, where work remains to be done under the contract on the
structure or relevant part of it after such transfer the client may with-
hold such part of the price as is reasonable until the work is completed.
(3) If, under the contract, control is not to be transferred to the client, the
price is payable when the work has been completed, the constructor
has so informed the client and the client has had a chance to inspect
the structure.
IV. C. – 3:108: Risks

(1) This Article applies if the structure is destroyed or damaged due to an
event which the constructor could not have avoided or overcome and
the constructor cannot be held accountable for the destruction or dam-
age.
(2) In this Article the “relevant time” is:
(a) where the control of the structure is to be transferred to the client,
the time when such control has been, or should have been, trans-
ferred in accordance with IV. C. – 3:106 (Handing over of the struc-
ture);
(b) in other cases, the time when the work has been completed and
the constructor has so informed the client.
(3) When the situation mentioned in paragraph (1) has been caused by an
event occurring before the relevant time and it is still possible to per-
form:
(a) the constructor still has to perform or, as the case may be, perform
again;
(b) the client is only obliged to pay for the constructor’s performance
under (a);
(c) the time for performance is extended in accordance with paragraph
(6) of IV. C. – 2:109 (Unilateral variation of the service contract);
(d) the rules of III. – 3:104 (Excuse due to an impediment) may apply
to the constructor’s original performance; and
(e) the constructor is not obliged to compensate the client for losses
to materials provided by the client.
event occurring before the relevant time, and it is no longer possible to
perform:
(a) the client does not have to pay for the service rendered;
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(b) the rules of III. – 3:104 (Excuse due to an impediment) may apply
to the constructor’s performance; and
(c) the constructor is not obliged to compensate the client for losses
to materials provided by the client, but is obliged to return the
structure or what remains of it to the client.
event occurring after the relevant time:
(a) the constructor does not have to perform again; and
(b) the client remains obliged to pay the price.
Chapter 4:
Processing
IV. C. – 4:101: Scope

(1) This Chapter applies to contracts under which one party, the processor,
undertakes to perform a service on an existing movable or incorporeal
thing or to an immovable structure for another party, the client. It does
not, however, apply to construction work on an existing building or
other immovable structure.
(2) This Chapter applies in particular to contracts under which the proces-
sor undertakes to repair, maintain or clean an existing movable or in-
corporeal thing or immovable structure.
IV. C. – 4:102: Obligation of client to co-operate

The obligation to co-operate requires in particular the client to:
(a) hand over the thing or to give the control of it to the processor, or to
give access to the site where the service is to be performed in so far as
may reasonably be considered necessary to enable the processor to
perform the obligations under the contract; and
(b) in so far as they must be provided by the client, provide the compo-
nents, materials and tools in time to enable the processor to perform
the obligations under the contract.
IV. C. – 4:103: Obligation to prevent damage to thing

being processed
The processor must take reasonable precautions in order to prevent any
damage to the thing being processed.
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IV. C. – 4:104: Inspection and supervision

(1) If the service is to be performed at a site provided by the client, the
client may inspect or supervise the tools and material used, the per-
formance of the service and the thing on which the service is per-
formed in a reasonable manner and at any reasonable time, but is not
bound to do so.
(2) Absence of, or inadequate inspection or supervision does not relieve
the processor wholly or partially from liability. This rule also applies
when the client is under a contractual obligation to accept, inspect or
supervise the processing of the thing.
IV. C. – 4:105: Return of the thing processed

(1) If the processor regards the service as sufficiently completed and
wishes to return the thing or the control of it to the client, the client
must accept such return or control within a reasonable time after being
notified. The client may refuse to accept the return or control when the
thing is not fit for use in accordance with the particular purpose for
which the client had the service performed, provided that such purpose
was made known to the processor or that the processor otherwise has
reason to know of it.
(2) The processor must return the thing or the control of it within a reason-
able time after being so requested by the client.
(3) Acceptance by the client of the return of the thing or the control of it
does not relieve the processor wholly or partially from liability for non-
performance.
(4) If, by virtue of the rules on the acquisition of property, the processor
has become the owner of the thing, or a share in it, as a consequence
of the performance of the obligations under the contract, the processor
must transfer ownership of the thing or share when the thing is re-
turned.

(1) The price is payable when the processor transfers the thing or the con-
trol of it to the client in accordance with IV. C. – 4:105 (Return of the
thing processed) or the client, without being entitled to do so, refuses
to accept the return of the thing.
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(2) However, where work remains to be done under the contract on the
thing after such transfer or refusal the client may withhold such part of
the price as is reasonable until the work is completed.
(3) If, under the contract, the thing or the control of it is not to be trans-
ferred to the client, the price is payable when the work has been com-
pleted and the processor has so informed the client.
IV. C. – 4:107: Risks

(1) This Article applies if the thing is destroyed or damaged due to an event
which the processor could not have avoided or overcome and the pro-
cessor cannot be held accountable for the destruction or damage.
(2) If, prior to the event mentioned in paragraph (1), the processor had
indicated that the processor regarded the service as sufficiently com-
pleted and that the processor wished to return the thing or the control
of it to the client:
(a) the processor is not required to perform again; and
(b) the client must pay the price.
The price is due when the processor returns the remains of the thing, if any,
or the client indicates that the client does not want the remains. In the
latter case, the processor may dispose of the remains at the client’s ex-
pense. This provision does not apply if the client was entitled to refuse
the return of the thing under paragraph (1) of IV. C. – 4:105 (Return of the
thing processed).
(3) If the parties had agreed that the processor would be paid for each
period which has elapsed, the client is obliged to pay the price for each
period which has elapsed before the event mentioned in paragraph (1)
occurred.
(4) If, after the event mentioned in paragraph (1), performance of the ob-
ligations under the contract is still possible for the processor:
(a) the processor still has to perform or, as the case may be, perform
again;
(b) the client is only obliged to pay for the processor’s performance
under (a); the processor’s entitlement to a price under paragraph
(3) is not affected by this provision;
(c) the client is obliged to compensate the processor for the costs the
processor has to incur in order to acquire materials replacing the
materials supplied by the client, unless the client on being so re-
quested by the processor supplies these materials; and
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(d) if need be, the time for performance is extended in accordance with
paragraph (6) of IV. C. – 2:109 (Unilateral variation of the service
contract).
This paragraph is without prejudice to the client’s right to terminate the
contractual relationship under IV. C. – 2:111 (Client’s right to terminate).
(5) If, in the situation mentioned in paragraph (1), performance of the
obligations under the contract is no longer possible for the processor:
(a) the client does not have to pay for the service rendered; the pro-
cessor’s entitlement to a price under paragraph (3) is not affected
by this provision; and
(b) the processor is obliged to return to the client the thing and the
materials supplied by the client or what remains of them, unless
the client indicates that the client does not want the remains. In
the latter case, the processor may dispose of the remains at the
client’s expense.
IV. C. – 4:108: Limitation of liability

In a contract between two businesses, a term restricting the processor’s
liability for non-performance to the value of the thing, had the service been
performed correctly, is presumed to be fair for the purposes of II. – 9:406
(Meaning of “unfair” in contracts between businesses) except to the extent
that it restricts liability for damage caused intentionally or by way of grossly
negligent behaviour on the part of the processor or any person for whose
actions the processor is responsible.
Chapter 5:
Storage
IV. C. – 5:101: Scope

(1) This Chapter applies to contracts under which one party, the storer,
undertakes to store a movable or incorporeal thing for another party,
the client.
(2) This Chapter does not apply to the storage of:
(a) immovable structures;
(b) movable or incorporeal things during transportation; and
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(c) money or securities (except in the circumstances mentioned in

paragraph (7) of IV. C. – 5:110 (Liability of the hotel-keeper)) or
rights.
IV. C. – 5:102: Storage place and subcontractors

(1) The storer, in so far as the storer provides the storage place, must pro-
vide a place fit for storing the thing in such a manner that the thing can
be returned in the condition the client may expect.
(2) The storer may not subcontract the performance of the service without
the client’s consent.
IV. C. – 5:103: Protection and use of the thing stored

(1) The storer must take reasonable precautions in order to prevent unne-
cessary deterioration, decay or depreciation of the thing stored.
(2) The storer may use the thing handed over for storage only if the client
has agreed to such use.
IV. C. – 5:104: Return of the thing stored

(1) Without prejudice to any other obligation to return the thing, the storer
must return the thing at the agreed time or, where the contractual re-
lationship is terminated before the agreed time, within a reasonable
time after being so requested by the client.
(2) The client must accept the return of the thing when the storage ob-
ligation comes to an end and when acceptance of return is properly
requested by the storer.
(3) Acceptance by the client of the return of the thing does not relieve the
storer wholly or partially from liability for non-performance.
(4) If the client fails to accept the return of the thing at the time provided
under paragraph (2), the storer has the right to sell the thing in accord-
ance with III. – 2:111 (Property not accepted), provided that the storer
has given the client reasonable warning of the storer’s intention to do
so.
(5) If, during storage, the thing bears fruit, the storer must hand this fruit
over when the thing is returned to the client.
(6) If, by virtue of the rules on the acquisition of ownership, the storer has
become the owner of the thing, the storer must return a thing of the
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same kind and the same quality and quantity and transfer ownership of
that thing. This Article applies with appropriate adaptations to the
substituted thing.
(7) This Article applies with appropriate adaptations if a third party who
holds sufficient title to receive the thing requests its return.

(1) The storage of the thing does not conform with the contract unless the
thing is returned in the same condition as it was in when handed over
to the storer.
(2) If, given the nature of the thing or the contract, it cannot reasonably be
expected that the thing is returned in the same condition, the storage
of the thing does not conform with the contract if the thing is not
returned in such condition as the client could reasonably expect.
(3) If, given the nature of the thing or the contract, it cannot reasonably be
expected that the same thing is returned, the storage of the thing does
not conform with the contract if the thing which is returned is not in
the same condition as the thing which was handed over for storage, or
if it is not of the same kind, quality and quantity, or if ownership of the
thing is not transferred in accordance with paragraph (6) of IV. C. –
5:104 (Return of the thing stored).

(1) The price is payable at the time when the thing is returned to the client
in accordance with IV. C. – 5:104 (Return of the thing stored) or the
client, without being entitled to do so, refuses to accept the return of
the thing.
(2) The storer may withhold the thing until the client pays the price. III. –
3:401 (Right to withhold performance of reciprocal obligation) applies
accordingly.
IV. C. – 5:107: Post-storage obligation to inform

After the ending of the storage, the storer must inform the client of:
(a) any damage which has occurred to the thing during storage; and
(b) the necessary precautions which the client must take before using or
transporting the thing, unless the client could reasonably be expected
to be aware of the need for such precautions.
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IV. C. – 5:108: Risks

(1) This Article applies if the thing is destroyed or damaged due to an event
which the storer could not have avoided or overcome and if the storer
cannot be held accountable for the destruction or damage.
(2) If, prior to the event, the storer had notified the client that the client
was required to accept the return of the thing, the client must pay the
price. The price is due when the storer returns the remains of the thing,
if any, or the client indicates to the storer that the client does not want
those remains.
(3) If, prior to the event, the storer had not notified the client that the
client was required to accept the return of the thing:
(a) if the parties had agreed that the storer would be paid for each
period of time which has elapsed, the client must pay the price
for each period which has elapsed before the event occurred;
(b) if further performance of the obligations under the contract is still
possible for the storer, the storer is required to continue perform-
ance, without prejudice to the client’s right to terminate the con-
tractual relationship under IV. C. – 2:111 (Client’s right to termi-
nate);
(c) if performance of the obligations under the contract is no longer
possible for the storer the client does not have to pay for the ser-
vice rendered except to the extent that the storer is entitled to a
price under subparagraph (a); and the storer must return to the
client the remains of the thing unless the client indicates that the
client does not want those remains.
(4) If the client indicates to the storer that the client does not want the
remains of the thing, the storer may dispose of the remains at the
client’s expense.

In a contract between two businesses, a term restricting the storer’s liability
for non-performance to the value of the thing is presumed to be fair for the
purposes of II. – 9:406 (Meaning of unfair in contracts between busines-
ses), except to the extent that it restricts liability for damage caused inten-
tionally or by way of grossly negligent conduct on the part of the storer or
any person for whose actions the storer is responsible.
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IV. C. – 5:110: Liability of the hotel-keeper

(1) A hotel-keeper is liable as a storer for any damage to, or destruction or
loss of, a thing brought to the hotel by any guest who stays at the hotel
and has sleeping accommodation there.
(2) For the purposes of paragraph (1) a thing is regarded as brought to the
hotel:
(a) if it is at the hotel during the time when the guest has the use of
sleeping accommodation there;
(b) if the hotel-keeper or a person for whose actions the hotel-keeper is
responsible takes charge of it outside the hotel during the period
for which the guest has the use of the sleeping accommodation at
the hotel; or
(c) if the hotel-keeper or a person for whose actions the hotel-keeper is
responsible takes charge of it whether at the hotel or outside it
during a reasonable period preceding or following the time when
the guest has the use of sleeping accommodation at the hotel.
(3) The hotel-keeper is not liable in so far as the damage, destruction or
loss is caused by:
(a) a guest or any person accompanying, employed by or visiting the
guest;
(b) an impediment beyond the hotel-keeper’s control; or
(c) the nature of the thing.
(4) A term excluding or limiting the liability of the hotel-keeper is unfair for
the purposes of Book II, Chapter 9, Section 4 if it excludes or limits
liability in a case where the hotel-keeper, or a person for whose actions
the hotel-keeper is responsible, causes the damage, destruction or loss
intentionally or by way of grossly negligent conduct.
(5) Except where the damage, destruction or loss is caused intentionally or
by way of grossly negligent conduct of the hotel-keeper or a person for
whose actions the hotel-keeper is responsible, the guest is required to
inform the hotel-keeper of the damage, destruction or loss without
undue delay. If the guest fails to inform the hotel-keeper without undue
delay, the hotel-keeper is not liable.
(6) The hotel-keeper has the right to withhold any thing referred to in
paragraph (1) until the guest has met any claim the hotel-keeper has
against the guest with respect to accommodation, food, drink and so-
licited services performed for the guest in the hotel-keeper’s profession-
al capacity.
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(7) This Article does not apply if and to the extent that a separate storage
contract is concluded between the hotel-keeper and any guest for any
thing brought to the hotel. A separate storage contract is deemed to
have been concluded if a thing is handed over for storage to the hotel-
keeper.
Chapter 6:
Design
IV. C. – 6:101: Scope

(1) This Chapter applies to contracts under which one party, the designer,
undertakes to design for another party, the client:
(a) an immovable structure which is to be constructed by or on behalf
of the client; or
(b) a movable or incorporeal thing or service which is to be construc-
ted or performed by or on behalf of the client.
(2) A contract under which one party undertakes to design and to supply a
service which consists of carrying out the design is to be considered as
primarily a contract for the supply of the subsequent service.
IV. C. – 6:102: Pre-contractual duty to warn

The designer’s pre-contractual duty to warn requires in particular the de-
signer to warn the client in so far as the designer lacks special expertise in
specific problems which require the involvement of specialists.

The designer’s obligation of skill and care requires in particular the designer
to:
(a) attune the design work to the work of other designers who contracted
with the client, to enable there to be an efficient performance of all
services involved;
(b) integrate the work of other designers which is necessary to ensure that
the design will conform to the contract;
(c) include any information for the interpretation of the design which is
necessary for a user of the design of average competence (or a specific
user made known to the designer at the conclusion of the contract) to
give effect to the design;
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(d) enable the user of the design to give effect to the design without vio-
lation of public law rules or interference based on justified third-party
rights of which the designer knows or could reasonably be expected to
know; and
(e) provide a design which allows economic and technically efficient rea-
lisation.

(1) The design does not conform to the contract unless it enables the user
of the design to achieve a specific result by carrying out the design with
the skill and care which could reasonably be expected.
(2) The client is not entitled to invoke a remedy for non-conformity if a
direction provided by the client under IV. C. – 2:107 (Directions of the
client) is the cause of the non-conformity and the designer performed
the obligation to warn under IV. C. – 2:108 (Contractual obligation of
the service provider to warn).
IV. C. – 6:105: Handing over of the design

(1) In so far as the designer regards the design, or a part of it which is fit for
carrying out independently from the completion of the rest of the de-
sign, as sufficiently completed and wishes to transfer the design to the
client, the client must accept it within a reasonable time after being
notified.
(2) The client may refuse to accept the design when it, or the relevant part
of it, does not conform to the contract and such non-conformity
amounts to a fundamental non-performance.
IV. C. – 6:106: Records

(1) After performance of both parties’ other contractual obligations, the
designer must, on request by the client, hand over all relevant docu-
ments or copies of them.
(2) The designer must store, for a reasonable time, relevant documents
which are not handed over. Before destroying the documents, the de-
signer must offer them again to the client.

In contracts between two businesses, a term restricting the designer’s li-
ability for non-performance to the value of the structure, thing or service
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which is to be constructed or performed by or on behalf of the client fol-

lowing the design, is presumed to be fair for the purposes of II. – 9:406
(Meaning of “unfair” in contracts between businesses) except to the extent
that it restricts liability for damage caused intentionally or by grossly neg-
ligent conduct on the part of the designer or any person for whose actions
the designer is responsible.
Chapter 7:
Information and advice
IV. C. – 7:101: Scope

(1) This Chapter applies to contracts under which one party, the provider,
undertakes to provide information or advice to another party, the client.
(2) This Chapter does not apply in relation to treatment in so far as Chap-
ter 8 (Treatment) contains more specific rules on the obligation to in-
form.
(3) In the remainder of this Chapter any reference to information includes a
reference to advice.
IV. C. – 7:102: Obligation to collect preliminary data

(1) The provider must, in so far as this may reasonably be considered ne-
cessary for the performance of the service, collect data about:
(a) the particular purpose for which the client requires the informati-
on;
(b) the client’s preferences and priorities in relation to the information;
(c) the decision the client can be expected to make on the basis of the
information; and
(d) the personal situation of the client.
(2) In case the information is intended to be passed on to a group of per-
sons, the data to be collected must relate to the purposes, preferences,
priorities and personal situations that can reasonably be expected from
individuals within such a group.
(3) In so far as the provider must obtain data from the client, the provider
must explain what the client is required to supply.
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IV. C. – 7:103: Obligation to acquire and use expert knowledge

The provider must acquire and use the expert knowledge to which the
provider has or should have access as a professional information provider
or adviser, in so far as this may reasonably be considered necessary for the
performance of the service.

(1) The provider’s obligation of skill and care requires in particular the pro-
vider to:
(a) take reasonable measures to ensure that the client understands the
content of the information;
(b) act with the care and skill that a reasonable information provider
would demonstrate under the circumstances when providing eva-
luative information; and
(c) in any case where the client is expected to make a decision on the
basis of the information, inform the client of the risks involved, in
so far as such risks could reasonably be expected to influence the
client’s decision.
(2) When the provider expressly or impliedly undertakes to provide the
client with a recommendation to enable the client to make a subse-
quent decision, the provider must:
(a) base the recommendation on a skilful analysis of the expert knowl-
edge to be collected in relation to the purposes, priorities, prefer-
ences and personal situation of the client;
(b) inform the client of alternatives the provider can personally provide
relating to the subsequent decision and of their advantages and
risks, as compared with those of the recommended decision; and
(c) inform the client of other alternatives the provider cannot person-
ally provide, unless the provider expressly informs the client that
only a limited range of alternatives is offered or this is apparent
from the situation.

(1) The provider must provide information which is of the quantity, quality
and description required by the contract.
(2) The factual information provided by the information provider to the
client must be a correct description of the actual situation described.
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In so far as this may reasonably be considered necessary, having regard to
the interest of the client, the provider must keep records regarding the in-
formation provided in accordance with this Chapter and make such records
or excerpts from them available to the client on reasonable request.
IV. C. – 7:107: Conflict of interest

(1) When the provider expressly or impliedly undertakes to provide the
client with a recommendation to enable the client to make a subse-
quent decision, the provider must disclose any possible conflict of in-
terest which might influence the performance of the provider’s obliga-
tions.
(2) So long as the contractual obligations have not been completely per-
formed, the provider may not enter into a relationship with another
party which may give rise to a possible conflict with the interests of
the client, without full disclosure to the client and the client’s explicit
or implicit agreement.
IV. C. – 7:108: Influence of ability of the client

(1) The involvement in the supply of the service of other persons on the
client’s behalf or the mere competence of the client does not relieve the
provider of any obligation under this Chapter.
(2) The provider is relieved of those obligations if the client already has
knowledge of the information or if the client has reason to know of the
information.
(3) For the purpose of paragraph (2), the client has reason to know if the
information should be obvious to the client without investigation.
IV. C. – 7:109: Causation

If the provider knows or could reasonably be expected to know that a sub-
sequent decision will be based on the information to be provided, and if the
client makes such a decision and suffers loss as a result, any non-perform-
ance of an obligation under the contract by the provider is presumed to
have caused the loss if the client proves that, if the provider had provided all
information required, it would have been reasonable for the client to have
seriously considered making an alternative decision.
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Chapter 8:
Treatment
IV. C. – 8:101: Scope

(1) This Chapter applies to contracts under which one party, the treatment
provider, undertakes to provide medical treatment for another party, the
patient.
(2) It applies with appropriate adaptations to contracts under which the
treatment provider undertakes to provide any other service in order to
change the physical or mental condition of a person.
(3) Where the patient is not the contracting party, the patient is regarded
as a third party on whom the contract confers rights corresponding to
the obligations of the treatment provider imposed by this Chapter.
IV. C. – 8:102: Preliminary assessment

The treatment provider must, in so far as this may reasonably be considered
necessary for the performance of the service:
(a) interview the patient about the patient’s health condition, symptoms,
previous illnesses, allergies, previous or other current treatment and the
patient’s preferences and priorities in relation to the treatment;
(b) carry out the examinations necessary to diagnose the health condition
of the patient; and
(c) consult with any other treatment providers involved in the treatment of
the patient.
IV. C. – 8:103: Obligations regarding instruments, medicines,

materials, installations and premises
(1) The treatment provider must use instruments, medicines, materials,
installations and premises which are of at least the quality demanded
by accepted and sound professional practice, which conform to applic-
able statutory rules, and which are fit to achieve the particular purpose
for which they are to be used.
(2) The parties may not, to the detriment of the patient, exclude the ap-
plication of this Article or derogate from or vary its effects.
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(1) The treatment provider’s obligation of skill and care requires in particu-
lar the treatment provider to provide the patient with the care and skill
which a reasonable treatment provider exercising and professing care
and skill would demonstrate under the given circumstances.
(2) If the treatment provider lacks the experience or skill to treat the patient
with the required degree of skill and care, the treatment provider must
refer the patient to a treatment provider who can.
IV. C. – 8:105: Obligation to inform

(1) The treatment provider must, in order to give the patient a free choice
regarding treatment, inform the patient about, in particular:
(a) the patient’s existing state of health;
(b) the nature of the proposed treatment;
(c) the advantages of the proposed treatment;
(d) the risks of the proposed treatment;
(e) the alternatives to the proposed treatment, and their advantages
and risks as compared to those of the proposed treatment; and
(f) the consequences of not having treatment.
(2) The treatment provider must, in any case, inform the patient about any
risk or alternative which might reasonably influence the patient’s de-
cision on whether to give consent to the proposed treatment or not. It
is presumed that a risk might reasonably influence that decision if its
materialisation would lead to serious detriment to the patient. Unless
otherwise provided, the obligation to inform is subject to the provi-
sions of Chapter 7 (Information and Advice).
(3) The information must be provided in a way understandable to the pa-
tient.
IV. C. – 8:106: Obligation to inform in case of unnecessary or

experimental treatment
(1) If the treatment is not necessary for the preservation or improvement of
the patient’s health, the treatment provider must disclose all known
risks.
(2) If the treatment is experimental, the treatment provider must disclose
all information regarding the objectives of the experiment, the nature of
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the treatment, its advantages and risks and the alternatives, even if only
potential.
IV. C. – 8:107: Exceptions to the obligation to inform

(1) Information which would normally have to be provided by virtue of the
obligation to inform may be withheld from the patient:
(a) if there are objective reasons to believe that it would seriously and
negatively influence the patient’s health or life; or
(b) if the patient expressly states a wish not to be informed, provided
that the non-disclosure of the information does not endanger the
health or safety of third parties.
(2) The obligation to inform need not be performed where treatment must
be provided in an emergency. In such a case the treatment provider
must, so far as possible, provide the information later.
IV. C. – 8:108: Obligation not to treat without consent

(1) The treatment provider must not carry out treatment unless the patient
has given prior informed consent to it.
(2) The patient may revoke consent at any time.
(3) In so far as the patient is incapable of giving consent, the treatment
provider must not carry out treatment unless:
(a) informed consent has been obtained from a person or institution
legally entitled to take decisions regarding the treatment on behalf
of the patient; or
(b) any rules or procedures enabling treatment to be lawfully given
without such consent have been complied with; or
(c) the treatment must be provided in an emergency.
(4) In the situation described in paragraph (3), the treatment provider must
not carry out treatment without considering, so far as possible, the
opinion of the incapable patient with regard to the treatment and any
such opinion expressed by the patient before becoming incapable.
(5) In the situation described in paragraph (3), the treatment provider may
carry out only such treatment as is intended to improve the health
condition of the patient.
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(6) In the situation described in paragraph (2) of IV. C. – 8:106 (Obligation

to inform in case of unnecessary or experimental treatment), consent
must be given in an express and specific way.

(1) The treatment provider must create adequate records of the treatment.
Such records must include, in particular, information collected in any
preliminary interviews, examinations or consultations, information re-
garding the consent of the patient and information regarding the treat-
ment performed.
(2) The treatment provider must, on reasonable request:
(a) give the patient, or if the patient is incapable of giving consent, the
person or institution legally entitled to take decisions on behalf of
the patient, access to the records; and
(b) answer, in so far as reasonable, questions regarding the interpreta-
tion of the records.
(3) If the patient has suffered injury and claims that it is a result of non-
performance by the treatment provider of the obligation of skill and
care and the treatment provider fails to comply with paragraph (2),
non-performance of the obligation of skill and care and a causal link
between such non-performance and the injury are presumed.
(4) The treatment provider must keep the records, and give information
about their interpretation, during a reasonable time of at least 10 years
after the treatment has ended, depending on the usefulness of these
records for the patient or the patient’s heirs or representatives and for
future treatments. Records which can reasonably be expected to be
important after the reasonable time must be kept by the treatment pro-
vider after that time. If for any reason the treatment provider ceases
activity, the records must be deposited or delivered to the patient for
future consultation.
plication of paragraphs (1) to (4) or derogate from or vary their effects.
(6) The treatment provider may not disclose information about the patient
or other persons involved in the patient’s treatment to third parties
unless disclosure is necessary in order to protect third parties or the
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public interest. The treatment provider may use the records in an anon-
ymous way for statistical, educational or scientific purposes.
IV. C. – 8:110: Remedies for non-performance

With regard to any non-performance of an obligation under a contract for
treatment, Book III, Chapter 3 (Remedies for Non-performance) and
IV. C. – 2:111 (Client’s right to terminate) apply with the following adapta-
tions:
(a) the treatment provider may not withhold performance or terminate the
contractual relationship under that Chapter if this would seriously en-
danger the health of the patient; and
(b) in so far as the treatment provider has the right to withhold perform-
ance or to terminate the contractual relationship and is planning to
exercise that right, the treatment provider must refer the patient to
another treatment provider.
IV. C. – 8:111: Obligations of treatment-providing organisations

(1) If, in the process of performance of the obligations under the treatment
contract, activities take place in a hospital or on the premises of an-
other treatment-providing organisation, and the hospital or that other
treatment-providing organisation is not a party to the treatment con-
tract, it must make clear to the patient that it is not the contracting
party.
(2) Where the treatment provider cannot be identified, the hospital or
treatment-providing organisation in which the treatment took place is
treated as the treatment provider unless the hospital or treatment-pro-
viding organisation informs the patient, within a reasonable time, of
the identity of the treatment provider.
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Part D. Mandate IV. D. – 1:101
Part D.
Mandate
Chapter 1:
General provisions
IV. D. – 1:101: Scope

(1) This Part of Book IV applies to contracts (mandate contracts) under
which:
(a) a person, the representative, is authorised and instructed (manda-
ted) by another person, the principal, to conclude a contract be-
tween the principal and a third party or otherwise affect the legal
position of the principal in relation to a third party; and
(b) the representative undertakes, in exchange for a price, to act on
behalf of, and in accordance with the directions of, the principal.
(2) This Part applies only to the internal relationship between the principal
and the representative (the mandate relationship). It does not apply to
the relationship between the principal and the third party or the rela-
tionship between the representative and the third party.
(3) This Part applies with appropriate adaptations:
(a) to contracts and unilateral juridical acts under which the represen-
tative is to represent the principal otherwise than in exchange for a
price;
(b) to contracts under which the representative is instructed to, and
undertakes to, perform the obligations which are meant to lead to
the conclusion of the prospective contract but in which the repre-
sentative is not authorised from the start to actually conclude that
prospective contract; and
(c) to contracts and unilateral juridical acts under which the represen-
tative is merely authorised but not instructed or obliged to act, but
nevertheless does act.
(4) Contracts to which, in accordance with paragraph (3)(b), this Part
applies and to which Part C (Services) of this Book applies, are to be
regarded primarily as mandate contracts.
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IV. D. – 1:102 Book IV
(5) This Part does not apply to mandate contracts pertaining to investment
services and activities as defined by Directive 2004/30 / EC, OJ L 145/1,
as subsequently amended or replaced.
IV. D. – 1:102: Definitions

In this Part:
(a) the ‘mandate’ of the representative is the authorisation and instruction
given by the principal as modified by any subsequent direction;
(b) the ‘authority’ of a representative is the power to affect the principal’s
legal position;
(c) the ‘prospective contract’ is the contract the representative is author-
ised and instructed to conclude on behalf of the principal and any
reference to the prospective contract includes a reference to any other
juridical act which the representative is authorised and instructed to do
on behalf of the principal;
(d) a mandate for direct representation is a mandate under which the re-
presentative is to act in the name of the principal, or otherwise in such
a way as to indicate an intention to affect the principal’s legal position;
(e) a mandate for indirect representation is a mandate under which the
representative is to act in the representative’s own name or otherwise
in such a way as not to indicate an intention to affect the principal’s
legal position;
(f) a ‘direction’ is a decision by the principal pertaining to the performance
of the obligations under the mandate contract or to the contents of the
prospective contract that is given at the time the mandate contract is
concluded or, in accordance with the mandate, at a later moment;
(g) the ‘third party’ is the party with whom the prospective contract is
concluded by the representative on behalf of the principal;
(h) the ‘revocation’ of the mandate of the representative is the decision of
the principal to no longer authorise and instruct the representative to
act on behalf of the principal.
IV. D. – 1:103: Duration

A mandate contract may be concluded:
(a) for an indefinite period of time;
(b) for a fixed period; or
(c) for a particular task.
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IV. D. – 1:104: Revocation of the mandate

(1) Unless the following Article applies, the mandate of the representative
can be revoked by the principal at any time by giving notice to the
representative.
(2) The termination of the mandate relationship has the effect of a revo-
cation of the mandate of the representative.
(3) The parties may not, to the detriment of the principal, exclude the ap-
plication of this Article or derogate from or vary its effects, unless the
requirements of the following Article are met.
IV. D. – 1:105: Irrevocable mandate

(1) In derogation of the preceding Article, the mandate of the representa-
tive cannot be revoked by the principal if the mandate is given:
(a) in order to safeguard a legitimate interest of the representative
other than the interest in the payment of the price; or
(b) in the common interest of the parties to another legal relationship,
whether or not these parties are all parties to the mandate contract,
and the irrevocability of the mandate of the representative is meant
to properly safeguard the interest of one or more of these parties.
(2) The mandate may nevertheless be revoked if:
(a) the mandate is irrevocable under paragraph (1)(a) and:
(i) the contractual relationship from which the legitimate interest
of the representative originates is terminated for non-perform-
ance by the representative; or
(ii) there is a fundamental non-performance by the representative
of the obligations under the mandate contract; or
(iii) there is an extraordinary and serious reason for the principal to
terminate under IV. D. – 6:103 (Termination by principal for ex-
traordinary and serious reason); or
(b) the mandate is irrevocable under paragraph (1)(b) and:
(i) the parties in whose interest the mandate is irrevocable have
agreed to the revocation of the mandate;
(ii))the relationship referred to in paragraph (1)(b) is terminated;
(iii) the representative commits a fundamental non-performance of
the obligations under the mandate contract, provided that the
representative is replaced without undue delay by another re-
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presentative in conformity with the terms regulating the legal

relationship between the principal and the other party or par-
ties; or
(iv) there is an extraordinary and serious reason for the principal to
terminate under IV. D. – 6:103 (Termination by principal for ex-
traordinary and serious reason), provided that the representa-
tive is replaced without undue delay by another representative
in conformity with the terms regulating the legal relationship
between the principal and the other party or parties.
(3) Where the revocation of the mandate is not allowed under this Article,
a notice of revocation is without effect.
(4) This Article does not apply if the mandate relationship is terminated
under Chapter 7 of this Part.
Chapter 2:
Main obligations of the principal
IV. D. – 2:101: Obligation to co-operate

The obligation to co-operate under III. – 1:104 (Co-operation) requires the
principal in particular to:
(a) answer requests by the representative for information in so far as such
information is needed to allow the representative to perform the ob-
ligations under the mandate contract;
(b) give a direction regarding the performance of the obligations under the
mandate contract in so far as this is required under the mandate con-
tract or follows from a request for a direction under IV. D. – 4:102 (Re-
quest for direction).
IV. D. – 2:102: Price

(1) The principal must pay a price if the representative performs the ob-
ligations under the mandate contract in the course of a business, un-
less the principal expected and could reasonably have expected the
representative to perform the obligations otherwise than in exchange
for a price.
(2) The price is payable as of the moment the representative has affected
the legal relations of the principal in accordance with the mandate con-
tract and given account of that.
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(3) If the parties had agreed on payment of a price for services rendered,
the mandate relationship has terminated and the prospective contract
has not been concluded, the price is payable as of the moment the
representative has given account of the performance of the obligations
under the mandate contract.
(4) When the principal has concluded the prospective contract directly or
another person appointed by the principal has concluded the prospec-
tive contract on the principal’s behalf, the representative is entitled to
the price or a proportionate part thereof if the conclusion of the pro-
spective contract can be attributed in full or in part to the representa-
tive’s performance of the obligations under the mandate contract.
(5) When the prospective contract is concluded after the mandate rela-
tionship has terminated, the principal must pay the price if payment
of a price based solely on the conclusion of the prospective contract
was agreed and:
(a) the conclusion of the prospective contract can be attributed mainly
to the representative’s performance of the obligations under the
mandate contract; and
(b) the prospective contract is concluded within a reasonable period
after the mandate relationship has terminated.
IV. D. – 2:103: Expenses incurred by representative

(1) When the representative is entitled to a price, the price is presumed to
include the reimbursement of the expenses the representative has in-
curred in the performance of the obligations under the mandate con-
tract.
(2) When the representative is not entitled to a price or when the parties
have agreed that the expenses will be paid separately, the principal
must reimburse the representative for the expenses the representative
has incurred in the performance of the obligations under the mandate
contract, when and in so far as the representative acted reasonably
when incurring the expenses.
(3) The representative is entitled to reimbursement of expenses under para-
graph (2) as from the time when the expenses are incurred and the
representative has given account of the expenses.
(4) If the mandate relationship has terminated and the prospective con-
tract is not concluded, the representative is entitled to reimbursement
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of the expenses incurred in the performance of the obligations under

the mandate contract. Paragraph (3) applies accordingly.
Chapter 3:
Performance by the representative
Section 1:
Main obligations of representative
IV. D. – 3:101: Obligation to act in accordance with mandate

Before and during the negotiations and in the conclusion of the prospective
contract the representative must act in accordance with the mandate.
IV. D. – 3:102: Obligation to act in interests of principal

(1) The representative must act in accordance with the interests of the
principal, in so far as these have been communicated to the represen-
tative or the representative could reasonably be expected to be aware of
them.
(2) The representative must request information from the principal as to
the principal’s interests which the representative is not aware of when
such information is needed to allow the proper performance of the
obligations under the mandate contract.
IV. D. – 3:103: Obligation of skill and care

(1) The representative must perform the obligations under the mandate
contract with the care and skill that the principal is entitled to expect
under the circumstances.
(2) If the representative professes a higher standard of care and skill the
representative must exercise that care and skill.
(3) If the representative is, or purports to be, a member of a group of pro-
fessional representatives for which standards exist that have been set
by a relevant authority or by that group itself, the representative must
exercise the care and skill expressed in these standards.
(4) In determining the care and skill the principal is entitled to expect,
regard is to be had, among other things, to:
(a) the nature, the magnitude, the frequency and the foreseeability of
the risks involved in the performance of the obligations;
(b) whether the obligations are performed by a business;
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(c) whether a price is payable and, if one is payable, its amount; and
(d) the time reasonably available for the performance of the obliga-
tions.
Section 2:
Consequences of acting beyond mandate
IV. D. – 3:201: Acting beyond mandate

(1) The representative may act in a way not covered by the mandate if:
(a) the representative has reasonable ground for so acting on behalf of
the principal; and
(b) the representative does not have a reasonable opportunity to dis-
cover the principal’s wishes in the particular circumstances; and
(c) the representative does not know and could not reasonably be
expected to know that the act in the particular circumstances is
against the principal’s wishes.
(2) As between the representative and the principal an act within para-
graph (1) is regarded as being covered by the mandate.
(3) In relation to third parties the consequences of an act within paragraph
(1) are governed by Book III, Chapter 6 (Representation).
IV. D. – 3:202: Consequences of ratification

Where, in circumstances not covered by the preceding Article, the repre-
sentative has acted beyond the mandate in concluding the prospective
contract on behalf of the principal, ratification of that contract by the prin-
cipal absolves the representative from liability to the principal, unless the
principal without undue delay after ratification notifies the representative
that the principal reserves remedies for the non-performance by the repre-
sentative.
Section 3:
Conclusion of prospective contract by other person
IV. D. – 3:301: Exclusivity not presumed

The principal is free to conclude the prospective contract directly or to
appoint another representative to conclude it.
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IV. D. – 3:302: Subcontracting

(1) The representative may subcontract the performance of the obligations
under the mandate contract in whole or in part without the principal’s
consent, unless personal performance is required by the contract.
(2) Any subcontractor so engaged by the representative must be of ade-
quate competence.
(3) In accordance with III. – 2:106 (Performance entrusted to another) the
representative remains responsible for performance.
Section 4:
Obligation to inform principal
IV. D. – 3:401: Information about progress of performance

During the performance of the obligations under the mandate contract the
representative must in so far as is reasonable under the circumstances in-
form the principal of the existence of and the progress in the negotiations
leading to the possible conclusion of the prospective contract.
IV. D. – 3:402: Giving account to principal

(1) The representative must without undue delay inform the principal of
the conclusion of the prospective contract.
(2) The representative must give an account to the principal:
(a) of the manner in which the obligations under the mandate con-
tract have been performed; and
(b) of money spent or received or expenses incurred by the represen-
tative in performing the obligations under the mandate contract.
(3) Paragraph (2) applies with appropriate adaptations if the mandate re-
lationship is terminated in accordance with Chapters 6 and 7 and the
prospective contract has not been concluded.
IV. D. – 3:403: Communication of identity of third party

(1) The representative must communicate the name and address of the
third party to the principal on the principal’s demand.
(2) Paragraph (1) does not apply in the case of a mandate for indirect
representation.
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Chapter 4:
Directions and changes
Section 1:
Directions
IV. D. – 4:101: Directions given by principal

(1) The principal is entitled to give directions to the representative.
(2) The representative must follow directions by the principal.
(3) The representative must warn the principal if a direction:
(a) has the effect that the conclusion of the prospective contract
would become significantly more expensive or take significantly
more time than agreed upon in the mandate contract; or
(b) is inconsistent with the purpose of the mandate contract or may
otherwise be detrimental to the interests of the principal.
(4) Unless the principal revokes the direction without undue delay after
having been so warned by the representative, the direction is to be
regarded as a change of the mandate contract under IV. D. – 4:201
(Changes of the mandate contract).
IV. D. – 4:102: Request for a direction

(1) The representative must ask for a direction on obtaining information
which requires the principal to make a decision pertaining to the per-
formance of the obligations under the mandate contract or the content
of the prospective contract.
(2) The representative must ask for a direction if the mandate contract does
not determine whether the mandate is for direct representation or in-
direct representation.
IV. D. – 4:103: Consequences of failure to give a direction

(1) If the principal fails to give a direction when required to do so under the
mandate contract or under paragraph (1) of the preceding Article, the
representative may, in so far as relevant, resort to any of the remedies
under Book III, Chapter 3 (Remedies for Non-Performance); or
(a) base performance upon the expectations, preferences and priorities
the principal may reasonably be expected to have, given the infor-
mation and directions that have been gathered; and
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(b) claim a proportionate adjustment of the price and of the time al-
lowed or required for the conclusion of the prospective contract.
(2) If the principal fails to give a direction under paragraph (2) of the pre-
ceding Article, the representative may choose direct representation or
indirect representation or may withhold performance under III. – 3:401
(Right to withhold performance of reciprocal obligation).
(3) The adjusted price that is to be paid under paragraph (1)(b) must be
reasonable and is to be determined using the same methods of calcu-
lation as were used to establish the original price for the conclusion of
the prospective contract.
IV. D. – 4:104: No time to ask or wait for direction

(1) If the representative is required to ask for a direction under IV. D. –
4:102 (Request for a direction) but needs to act before being able to
contact the principal and to ask for a direction, or needs to act before
the direction is given, the representative may base performance upon
the expectations, preferences and priorities the principal may reason-
ably be expected to have, given the information and directions that
have been gathered.
(2) In the situation referred to in paragraph (1), the representative may
claim a proportionate adjustment of the price and of the time allowed
or required for the conclusion of the prospective contract in so far as
such an adjustment is reasonable given the circumstances of the case.
Section 2:
Changes of the mandate contract
IV. D. – 4:201: Changes of the mandate contract

(1) The mandate contract is changed if the principal:
(a) significantly changes the mandate of the representative; or
(b) does not revoke a direction without undue delay after having been
warned in accordance with paragraph (3) of IV. D. – 4:101 (Direc-
tions given by principal).
(2) In the case of a change of the mandate contract under paragraph (1)
the representative may claim:
(a) a proportionate adjustment of the price and of the time allowed or
required for the conclusion of the prospective contract; or
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(b) damages in accordance with III. – 3:702 (General measure of dam-

ages) to put the representative as nearly as possible into the posi-
tion in which the representative would have been if the mandate
contract had not been changed.
(3) In the case of a change of the mandate contract under paragraph (1)
the representative may also terminate the mandate relationship by giv-
ing notice of termination for extraordinary and serious reason under
IV. D. – 6:105 (Termination by representative for extraordinary and ser-
ious reason), unless the change is minor or it enlarges the possibilities
for the representative to conclude the prospective contract.
(4) The adjusted price that is to be paid under paragraph (2)(a) must be
reasonable and is to be determined using the same methods of calcu-
lation as were used to establish the original price for the conclusion of
the prospective contract.
Chapter 5:
Conflict of interest
IV. D. – 5:101: Self-contracting

(1) The representative may not become the principal’s counterparty to the
prospective contract.
(2) The representative may nevertheless become the counterparty if:
(a) this is agreed by the parties in the mandate contract;
(b) the representative has disclosed an intention to become the coun-
terparty and
(i) the principal subsequently expresses consent; or
(ii) the principal does not object to the representative becoming
the counterparty after having been requested to indicate con-
sent or a refusal of consent;
(c) the principal otherwise knew, or could reasonably be expected to
have known, of the representative becoming the counterparty and
the principal did not object within a reasonable time; or
(d) the content of the prospective contract is so precisely determined
in the mandate contract that there is no risk that the interests of
the principal may be disregarded.
(3) If the principal is a consumer, the representative may only become the
counterparty if:
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(a) the representative has disclosed that information and the principal
has given express consent to the representative becoming the
counterparty to the particular prospective contract; or
(b) the content of the prospective contract is so precisely determined
plication of paragraph (3) or derogate from or vary its effects.
(5) If the representative has become the counterparty, the representative is
not entitled to a price for services rendered as a representative.
IV. D. – 5:102: Double mandate

(1) The representative may not act as the representative of both the prin-
cipal and the principal’s counterparty to the prospective contract.
(2) The representative may nevertheless act as the representative of both
the principal and the counterparty if:
(a) this is agreed by the parties in the mandate contract;
(b) the representative has disclosed an intention to act as the repre-
sentative of the counterparty and the principal
(i) subsequently expresses consent; or
(ii) does not object to the representative acting as the representa-
tive of the counterparty after having been requested to indicate
consent or a refusal of consent;
(c) the principal otherwise knew, or could reasonably be expected to
have known, of the representative acting as the representative of
the counterparty and the principal did not object within a reason-
able time; or
(d) the content of the prospective contract is so precisely determined
(3) If the principal is a consumer, the representative may only act as the
representative of both the principal and of the counterparty if:
(a) the representative has disclosed that information and the principal
has given express consent to the representative acting also as the
representative of the counterparty to the particular prospective
contract; or
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(b) the content of the prospective contract is so precisely determined

plication of paragraph (3) or derogate from or vary its effects.
(5) If and in so far as the representative has acted in accordance with the
previous paragraphs, the representative is entitled to the price.
Chapter 6:
Termination by notice other than for non-Performance
IV. D. – 6:101: Termination by notice in general

(1) Either party may terminate the mandate relationship at any time by
giving notice to the other.
(2) For the purposes of paragraph (1), a revocation of the mandate of the
representative is treated as termination.
(3) Termination of the mandate relationship is not effective if the mandate
of the representative is irrevocable under IV. D. – 1:105 (Irrevocable
mandate).
(4) The effects of termination are governed by III. – 1:109 (Variation or
termination by notice) paragraph (3).
(5) When the party giving the notice was justified in terminating the re-
lationship no damages are payable for so doing.
(6) When the party giving the notice was not justified in terminating the
relationship, the termination is nevertheless effective but the other par-
ty is entitled to damages in accordance with the rules in Book III.
(7) For the purposes of this Article the party giving the notice is justified in
terminating the relationship if that party:
(a) was entitled to terminate the relationship under the express terms
of the contract and observed any requirements laid down in the
contract for doing so;
(b) was entitled to terminate the relationship under Book III, Chapter
3, Section 5 (Termination); or
(c) was entitled to terminate the relationship under any other Article
of the present Chapter and observed any requirements laid down
in such Article for doing so.
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IV. D. – 6:102: Termination by principal when relationship is to

last for indefinite period or when mandate is for a particular task
(1) The principal may terminate the mandate relationship at any time by
giving notice of reasonable length if the mandate contract has been
concluded for an indefinite period or for a particular task.
(2) Paragraph (1) does not apply if the mandate is irrevocable.
plication of this Article or derogate from or vary its effects, unless the
conditions set out under IV. D. – 1:105 (Irrevocable mandate) are met.
IV. D. – 6:103: Termination by principal for extraordinary and

serious reason
(1) The principal may terminate the mandate relationship by giving notice
for extraordinary and serious reason.
(2) No period of notice is required.
(3) For the purposes of this Article, the death or incapacity of the person
who, at the time of conclusion of the mandate contract, the parties had
intended to execute the representative’s obligations under the mandate
contract, constitutes an extraordinary and serious reason.
(4) This Article applies with appropriate adaptations if the successors of
the principal terminate the mandate relationship in accordance with
IV. D. – 7:103 (Death of the principal).
(5) The parties may not, to the detriment of the principal or the principal’s
successors, exclude the application of this Article or derogate from or
vary its effects.
IV. D. – 6:104: Termination by representative when relationship

is to last for indefinite period or when it is gratuitous
(1) The representative may terminate the mandate relationship at any time
by giving notice of reasonable length if the mandate contract has been
concluded for an indefinite period.
(2) The representative may terminate the mandate relationship by giving
notice of reasonable length if the representative is to represent the
principal otherwise than in exchange for a price.
(3) The parties may not, to the detriment of the representative, exclude the
application of paragraph (1) of this Article or derogate from or vary its
effects.
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IV. D. – 6:105: Termination by representative for extraordinary

and serious reason
(1) The representative may terminate the mandate relationship by giving
notice for extraordinary and serious reason.
(2) No period of notice is required.
(3) For the purposes of this Article an extraordinary and serious reason
includes:
(a) a change of the mandate contract under IV. D. – 4:201 (Changes of
the mandate contract);
(b) the death or incapacity of the principal; and
(c) the death or incapacity of the person who, at the time of conclu-
sion of the mandate contract, the parties had intended to execute
the representative’s obligations under the mandate contract.
(4) The parties may not, to the detriment of the representative, exclude the
Chapter 7:
Other provisions on termination
IV. D. – 7:101: Conclusion of the prospective contract

(1) If the mandate contract was concluded solely for the conclusion of a
specific prospective contract the mandate relationship terminates
when the representative has concluded the prospective contract and
the representative has informed the principal of that in accordance with
paragraph (1) of IV. D. – 3:402 (Giving account to principal).
(2) If the mandate contract was concluded solely for the conclusion of a
specific prospective contract the mandate relationship terminates
when the principal or another representative appointed by the principal
has concluded the prospective contract. In such case, the conclusion
of the prospective contract is treated as a notice under IV. D. – 6:101
(Termination by notice in general).
IV. D. – 7:102: Expiry of fixed period

(1) If the mandate contract was concluded for a definite period the man-
date relationship terminates when that period expires.
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(2) If the parties continue performance of the obligations under the man-
date contract after the definite period has expired, the parties are trea-
ted as having concluded a mandate contract for an indefinite period.
(3) If the mandate relationship has terminated under paragraph (1) the
representative is entitled to reimbursement of the reasonable costs in-
curred.
(4) If payment of a price based on a particular rate was agreed, the repre-
sentative is entitled to payment of the price on the basis of that rate.
IV. D. – 7:103: Death of the principal

(1) The death of the principal does not end the mandate relationship.
(2) Both the representative and the successors of the principal may termi-
nate the mandate relationship by giving notice of termination for ex-
traordinary and serious reason under IV. D. – 6:103 (Termination by
principal for extraordinary and serious reason) or IV. D. – 6:105 (Termi-
nation by representative for extraordinary and serious reason).
IV. D. – 7:104: Death of the representative

(1) The death of the representative ends the mandate relationship.
(2) The expenses and any other payments due at the date of death remain
payable.
Part E.
Commercial agency, Franchise and distributorship
Chapter 1:
General provisions
Section 1:
Scope
IV. E. – 1:101: Contracts covered

(1) This Part of Book IV applies to contracts for the establishment and
regulation of a commercial agency, franchise or distributorship and
with appropriate adaptations to other contracts under which a party
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Part E. Commercial agency, Franchise and distributorship IV. E. – 2:101
engaged in business independently is to use skills and efforts to bring

another party’s products on to the market.
(2) In this Part, “products” includes goods and services.
Section 2:
IV. E. – 1:201: Priority rules

In the case of any conflict:
(a) the rules in this Part prevail over the rules in Part D (Mandate); and
(b) the rules in Chapters 3 to 5 of this Part prevail over the rules in Chap-
ter 2 of this Part.
IV. E. – 1:202: Derogation

The parties may exclude the application of any of the rules in this Part or
derogate from or vary their effects, except as otherwise provided in this
Part.
Chapter 2:
Rules applying to all contracts within the scope of this part
Section 1:
Pre-contractual
IV. E. – 2:101: Pre-contractual information duty

A party who is engaged in negotiations for a contract within the scope of
this Part has a duty to provide the other party, a reasonable time before the
contract is concluded and so far as required by good commercial practice,
with such information as is sufficient to enable the other party to decide on
a reasonably informed basis whether or not to enter into a contract of the
type and on the terms under consideration.
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IV. E. – 2:201 Book IV
Section 2:
Obligations of the parties
IV. E. – 2:201: Co-operation

The parties to a contract within the scope of this Part of Book IV must
collaborate actively and loyally and co-ordinate their respective efforts in
order to achieve the objectives of the contract.
IV. E. – 2:202: Information during the performance

During the period of the contractual relationship each party must provide
the other in due time with all the information which the first party has and
the second party needs in order to achieve the objectives of the contract.
IV. E. – 2:203: Confidentiality

(1) A party who receives confidential information from the other must
keep such information confidential and must not disclose the informa-
tion to third parties either during or after the period of the contractual
relationship.
(2) A party who receives confidential information from the other must not
use such information for purposes other than the objectives of the
contract.
(3) Any information which a party already possessed or which has been
disclosed to the general public, and any information which must nec-
essarily be disclosed to customers as a result of the operation of the
business is not regarded as confidential information for this purpose.
Section 3:
Termination of contractual relationship
IV. E. – 2:301: Contract for a definite period

(1) A party is free not to renew a contract for a definite period. If a party
has given notice in due time that it wishes to renew the contract, the
contract will be renewed for an indefinite period unless the other party
gives that party notice, not later than a reasonable time before the
expiry of the contract period, that it is not to be renewed.
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(2) Where the obligations under a contract for a definite period continue to
be performed by both parties after the contract period has expired, the
contract becomes a contract for an indefinite period.
IV. E. – 2:302: Contract for an indefinite period

(1) Either party to a contract for an indefinite period may terminate the
contractual relationship by giving notice to the other.
(2) If the notice provides for termination after a period of reasonable length
no damages are payable under IV. E. – 2:303 (Damages for termination
with inadequate notice). If the notice provides for immediate termina-
tion or termination after a period which is not of reasonable length
damages are payable under that Article.
(3) Whether a period of notice is of reasonable length depends, among
other factors, on:
(a) the time the contractual relationship has lasted;
(b) reasonable investments made;
(c) the time it will take to find a reasonable alternative; and
(d) usages.
(4) A period of notice of one month for each year during which the con-
tractual relationship has lasted, with a maximum of 36 months, is pre-
sumed to be reasonable.
(5) The period of notice for the principal, the franchisor or the supplier is to
be no shorter than one month for the first year, two months for the
second, three months for the third, four months for the fourth, five
months for the fifth and six months for the sixth and subsequent years
during which the contractual relationship has lasted. Parties may not
exclude the application of this provision or derogate from or vary its
effects.
(6) Agreements on longer periods than those laid down in paragraphs (4)
and (5) are valid provided that the agreed period to be observed by the
principal, franchisor or supplier is no shorter than that to be observed
by the commercial agent, the franchisee or the distributor.
(7) In relation to contracts within the scope of this Part, the rules in this
Article replace those in paragraph (2) of III. – 1:109 (Variation or ter-
mination by notice). Paragraph (3) of that Article governs the effects of
termination.
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IV. E. – 2:303: Damages for termination with inadequate notice

(1) Where a party terminates a contractual relationship under IV. E. – 2:302
(Contract for indefinite period) but does not give a reasonable period of
notice the other party is entitled to damages.
(2) The general measure of damages is such sum as corresponds to the
benefit which the other party would have obtained during the extra
period for which the relationship would have lasted if a reasonable
period of notice had been given.
(3) The yearly benefit is presumed to be equal to the average benefit which
the aggrieved party has obtained from the contract during the previous
3 years or, if the contractual relationship has lasted for a shorter period,
during that period.
(4) The general rules on damages for non-performance in Book III, Chapter
3, Section 7 apply with any appropriate adaptations.
IV. E. – 2:304: Termination for non-performance

(1) Any term of a contract within the scope of this Part whereby a party
may terminate the contractual relationship for non-performance which
is not fundamental is without effect.
(2) The parties may not exclude the application of this Article or derogate
from or vary its effects.
IV. E. – 2:305: Indemnity for goodwill

(1) When the contractual relationship comes to an end for any reason
(including termination by either party for fundamental non-perform-
ance), a party is entitled to an indemnity from the other party for good-
will if and to the extent that:
(a) the first party has significantly increased the other party’s volume
of business and the other party continues to derive substantial
benefits from that business; and
(b) the payment of the indemnity is reasonable.
(2) The grant of an indemnity does not prevent a party from seeking dam-
ages under IV. E. – 2:303 (Damages for termination with inadequate
notice).
IV. E. – 2:306: Stock, spare parts and materials

If the contract is avoided, or the contractual relationship terminated, by
either party, the party whose products are being brought on to the market
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must repurchase the other party’s remaining stock, spare parts and materi-
als at a reasonable price, unless the other party can reasonably resell them.
Section 4:
IV. E. – 2:401: Right of retention

In order to secure its rights to remuneration, compensation, damages and
indemnity the party who is bringing the products on to the market has a
right of retention over the movables of the other party which are in its
possession as a result of the contract, until the other party has performed
its obligations.
IV. E. – 2:402: Signed document available on request

(1) Each party is entitled to receive from the other, on request, a signed
statement in textual form on a durable medium setting out the terms of
the contract.
Chapter 3:
Commercial agency
Section 1:
General
IV. E. – 3:101: Scope

This Chapter applies to contracts under which one party, the commercial
agent, agrees to act on a continuing basis as a self-employed intermediary
to negotiate or to conclude contracts on behalf of another party, the prin-
cipal, and the principal agrees to remunerate the agent for those activities.
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Section 2:
Obligations of the commercial agent
IV. E. – 3:201: Negotiate and conclude contracts

The commercial agent must make reasonable efforts to negotiate contracts
on behalf of the principal and to conclude the contracts which the agent
was instructed to conclude.
IV. E. – 3:202: Instructions

The commercial agent must follow the principal’s reasonable instructions,
provided they do not substantially affect the agent’s independence.
IV. E. – 3:203: Information by agent during the performance

The obligation to inform requires the commercial agent in particular to
provide the principal with information concerning:
(a) contracts negotiated or concluded;
(b) market conditions;
(c) the solvency of and other characteristics relating to clients.
IV. E. – 3:204: Accounting

(1) The commercial agent must maintain proper accounts relating to the
contracts negotiated or concluded on behalf of the principal.
(2) If the agent represents more than one principal, the agent must main-
tain independent accounts for each principal.
(3) If the principal has important reasons to doubt that the agent main-
tains proper accounts, the agent must allow an independent accoun-
tant to have reasonable access to the agent’s books upon the princi-
pal’s request. The principal must pay for the services of the indepen-
dent accountant.
Section 3:
Obligations of the principal
IV. E. – 3:301: Commission during the agency

(1) The commercial agent is entitled to commission on any contract con-
cluded with a client during the period covered by the agency, if:
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(a) the contract has been concluded

(i) as a result of the commercial agent’s efforts;
(ii) with a third party whom the commercial agent has previously
acquired as a client for contracts of the same kind; or
(iii) with a client belonging to a certain geographical area or group
of clients with which the commercial agent was entrusted; and
(b) either
(i) the principal has or should have performed the principal’s ob-
ligations under the contract; or
(ii) the client has performed the client’s obligations under the con-
tract or justifiably withholds performance.
(2) The parties may not, to the detriment of the commercial agent, exclude
the application of paragraph (1)(b)(ii) or derogate from or vary its ef-
fects.
IV. E. – 3:302: Commission after the agency has ended

(1) The commercial agent is entitled to commission on any contract con-
cluded with a client after the agency has ended, if:
(a) either
(i) the contract with the client is mainly the result of the com-
mercial agent’s efforts during the period covered by the agency
contract, and the contract with the client was concluded with-
in a reasonable period after the agency ended; or
(ii) the requirements of paragraph (1) of IV. E. – 3:301 (Commis-
sion during the agency) would have been satisfied except that
the contract with the client was not concluded during the per-
iod of the agency, and the client’s offer reached the principal or
the commercial agent before the agency ended; and
(b) either
(i) the principal has or should have performed the principal’s ob-
ligations under the contract; or
(ii) the client has performed the client’s obligations under the con-
tract or justifiably withholds the client’s performance.
the application of paragraph (1)(b)(ii) or derogate from or vary its ef-
fects.
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IV. E. – 3:303: Conflicting entitlements of successive agents

The commercial agent is not entitled to the commission referred to in
IV. E. – 3:301 (Commission during the agency) if a previous commercial
agent is entitled to that commission under IV.E – 3:302 (Commission after
the agency has ended), unless it is reasonable that the commission is
shared between the two commercial agents.
IV. E. – 3:304: When commission is to be paid

(1) The principal must pay the commercial agent’s commission not later
than the last day of the month following the quarter in which the agent
became entitled to it.
the application of this Article or derogate from or vary its effects.
IV. E. – 3:305: Entitlement to commission extinguished

(1) The commercial agent’s entitlement to commission under IV. E. – 3:301
(Commission during the agency) and IV. E. – 3:302 (Commission after
the agency has ended) can be extinguished only if and to the extent
that it is established that the client’s contractual obligations will not be
performed for a reason for which the principal is not accountable.
(2) Upon the extinguishing of the commercial agent’s entitlement to com-
mission, the commercial agent must refund any commission already
received.
the application of paragraph (1) or derogate from or vary its effects.
IV. E. – 3:306: Remuneration

Any remuneration which wholly or partially depends upon the number or
value of contracts is presumed to be commission within the meaning of
this Chapter.
IV. E. – 3:307: Information by principal during the performance

The obligation to inform requires the principal in particular to provide the
commercial agent with information concerning:
(a) characteristics of the goods or services; and
(b) prices and conditions of sale or purchase.
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IV. E. – 3:308: Information on acceptance, rejection

and non-performance
(1) The principal must inform the commercial agent, within a reasonable
period, of:
(a) the principal’s acceptance or rejection of a contract which the com-
mercial agent has negotiated on the principal’s behalf; and
(b) any non-performance of obligations under a contract which the
commercial agent has negotiated or concluded on the principal’s
behalf.
IV. E. – 3:309: Warning of decreased volume of contracts

(1) The principal must warn the commercial agent within a reasonable
time when the principal foresees that the volume of contracts that the
principal will be able to conclude will be significantly lower than the
commercial agent could reasonably have expected.
(2) For the purpose of paragraph (1) the principal is presumed to foresee
what the principal could reasonably be expected to foresee.
IV. E. – 3:310: Information on commission

(1) The principal must supply the commercial agent in reasonable time
with a statement of the commission to which the commercial agent
is entitled. This statement must set out how the amount of the com-
mission has been calculated.
(2) For the purpose of calculating commission, the principal must provide
the commercial agent upon request with an extract from the principal’s
books.
IV. E. – 3:311: Accounting

(1) The principal must maintain proper accounts relating to the contracts
negotiated or concluded by the commercial agent.
(2) If the principal has more than one commercial agent, the principal must
maintain independent accounts for each commercial agent.
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(3) The principal must allow an independent accountant to have reason-

able access to the principal’s books upon the commercial agent’s re-
quest, if:
(a) the principal does not comply with the principal’s obligations un-
der paragraphs (1) or (2) of IV. E. – 3:310 (Information on commis-
sion); or
(b) the commercial agent has important reasons to doubt that the
principal maintains proper accounts.
IV. E. – 3:312: Amount of indemnity

(1) The commercial agent is entitled to an indemnity for goodwill on the
basis of IV. E. – 2:305 (Indemnity for goodwill) amounting to:
(a) the average commission on contracts with new clients and on the
increased volume of business with existing clients calculated for
the last 12 months, multiplied by:
(b) the number of years the principal is likely to continue to derive
benefits from these contracts in the future.
(2) The resulting indemnity must be amended to take account of:
(a) the probable attrition of clients, based on the average rate of mi-
gration in the commercial agent’s territory; and
(b) the discount required for early payment, based on average interest
rates.
(3) In any case, the indemnity must not exceed one year’s remuneration,
calculated from the commercial agent’s average annual remuneration
over the preceding five years or, if the contractual relationship has been
in existence for less than five years, from the average during the period
in question.
IV. E. – 3:313: Del credere clause

(1) An agreement whereby the commercial agent guarantees that a client
will pay the price of the products forming the subject-matter of the
contract which the commercial agent has negotiated or concluded (del
credere clause) is valid only if and to the extent that the agreement:
(a) is in textual form on a durable medium;
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(b) covers particular contracts which were negotiated or concluded by

the commercial agent or such contracts with particular clients who
are specified in the agreement; and
(c) is reasonable with regard to the interests of the parties.
(2) The commercial agent is entitled to be paid a commission of a reason-
able amount on contracts to which the del credere guarantee applies
(del credere commission).
Chapter 4:
Franchise
Section 1:
General
IV. E. – 4:101: Scope

This Chapter applies to contracts under which one party, the franchisor,
grants the other party, the franchisee, in exchange for remuneration, the
right to conduct a business (franchise business) within the franchisor’s
network for the purposes of supplying certain products on the franchisee’s
behalf and in the franchisee’s name, and under which the franchisee has
the right and the obligation to use the franchisor’s tradename or trade mark
or other intellectual property rights, know-how and business method.
IV. E. – 4:102: Pre-contractual information

(1) The duty under IV. E. – 2:101 (Pre-contractual information duty) re-
quires the franchisor in particular to provide the franchisee with ade-
quate and timely information concerning:
(a) the franchisor’s company and experience;
(b) the relevant intellectual property rights;
(c) the characteristics of the relevant know-how;
(d) the commercial sector and the market conditions;
(e) the particular franchise method and its operation;
(f) the structure and extent of the franchise network;
(g) the fees, royalties or any other periodical payments; and
(h) the terms of the contract.
(2) Even if the franchisor’s non-compliance with paragraph (1) does not
give rise to a mistake for which the contract could be avoided under
II. – 7:201 (Mistake), the franchisee may recover damages in accord-
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ance with paragraphs (2) and (3) of II. – 7:214 (Damages for loss),
unless the franchisor had reason to believe that the information was
adequate or had been given in reasonable time.
IV. E. – 4:103: Co-operation

The parties to a contract within the scope of this Chapter may not exclude
the application of IV. E. – 2:201 (Co-operation) or derogate from or vary its
effects.
Section 2:
Obligations of the franchisor
IV. E. – 4:201: Intellectual property rights

(1) The franchisor must grant the franchisee a right to use the intellectual
property rights to the extent necessary to operate the franchise busi-
ness.
(2) The franchisor must make reasonable efforts to ensure the undisturbed
and continuous use of the intellectual property rights.
IV. E. – 4:202: Know-how

(1) Throughout the duration of the contractual relationship the franchisor
must provide the franchisee with the know-how which is necessary to
operate the franchise business.
IV. E. – 4:203: Assistance

(1) The franchisor must provide the franchisee with assistance in the form
of training courses, guidance and advice, in so far as necessary for the
operation of the franchise business, without additional charge for the
franchisee.
(2) The franchisor must provide further assistance, in so far as reasonably
requested by the franchisee, at a reasonable cost.
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IV. E. – 4:204: Supply

(1) When the franchisee is obliged to obtain the products from the fran-
chisor, or from a supplier designated by the franchisor, the franchisor
must ensure that the products ordered by the franchisee are supplied
within a reasonable time, in so far as practicable and provided that the
order is reasonable.
(2) Paragraph (1) also applies to cases where the franchisee, although not
legally obliged to obtain the products from the franchisor or from a
supplier designated by the franchisor, is in fact required to do so.
IV. E. – 4:205: Information by franchisor during the performance

The obligation to inform requires the franchisor in particular to provide the
franchisee with information concerning:
(a) market conditions;
(b) commercial results of the franchise network;
(c) characteristics of the products;
(d) prices and terms for the supply of products;
(e) any recommended prices and terms for the re-supply of products to
customers;
(f) relevant communication between the franchisor and customers in the
territory; and
(g) advertising campaigns.
IV. E. – 4:206: Warning of decreased supply capacity

(1) When the franchisee is obliged to obtain the products from the fran-
chisor, or from a supplier designated by the franchisor, the franchisor
must warn the franchisee within a reasonable time when the franchisor
foresees that the franchisor’s supply capacity or the supply capacity of
the designated suppliers will be significantly less than the franchisee
had reason to expect.
(2) For the purpose of paragraph (1) the franchisor is presumed to foresee
what the franchisor could reasonably be expected to foresee.
(3) Paragraph (1) also applies to cases where the franchisee, although not
legally obliged to obtain the products from the franchisor or from a
supplier designated by the franchisor, is in fact required to do so.
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(4) The parties may not, to the detriment of the franchisee, exclude the
IV. E. – 4:207: Reputation of network and advertising

(1) The franchisor must make reasonable efforts to promote and maintain
the reputation of the franchise network.
(2) In particular, the franchisor must design and co-ordinate the appropri-
ate advertising campaigns aiming at the promotion of the franchise
network.
(3) The activities of promotion and maintenance of the reputation of the
franchise network are to be carried out without additional charge to the
franchisee.
Section 3:
Obligations of the franchisee
IV. E. – 4:301: Fees, royalties and other periodical payments

(1) The franchisee must pay to the franchisor fees, royalties or other per-
iodical payments agreed upon in the contract.
(2) If fees, royalties or any other periodical payments are to be determined
unilaterally by the franchisor, II. – 9:105 (Unilateral determination by a
party) applies.
IV. E. – 4:302: Information by franchisee during the performance

The obligation under IV. E. – 2:202 (Information during the performance)
requires the franchisee in particular to provide the franchisor with informa-
tion concerning:
(a) claims brought or threatened by third parties in relation to the franchi-
sor’s intellectual property rights; and
(b) infringements by third parties of the franchisor’s intellectual property
rights.
IV. E. – 4:303: Business method and instructions

(1) The franchisee must make reasonable efforts to operate the franchise
business according to the business method of the franchisor.
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(2) The franchisee must follow the franchisor’s reasonable instructions in

relation to the business method and the maintenance of the reputation
of the network.
(3) The franchisee must take reasonable care not to harm the franchise
network.
IV. E. – 4:304: Inspection

(1) The franchisee must grant the franchisor reasonable access to the fran-
chisee’s premises to enable the franchisor to check that the franchisee
is complying with the franchisor’s business method and instructions.
(2) The franchise must grant the franchisor reasonable access to the ac-
counting books of the franchisee.
Chapter 5:
Distributorship
Section 1:
General
IV. E. – 5:101: Scope and definitions

(1) This Chapter applies to contracts (distribution contracts) under which
one party, the supplier, agrees to supply the other party, the distributor,
with products on a continuing basis and the distributor agrees to pur-
chase them, or to take and pay for them, and to supply them to others
in the distributor’s name and on the distributor’s behalf.
(2) An exclusive distribution contract is a distribution contract under
which the supplier agrees to supply products to only one distributor
within a certain territory or to a certain group of customers.
(3) A selective distribution contract is a distribution contract under which
the supplier agrees to supply products, either directly or indirectly, only
to distributors selected on the basis of specified criteria.
(4) An exclusive purchasing contract is a distribution contract under which
the distributor agrees to purchase, or to take and pay for, products only
from the supplier or from a party designated by the supplier.
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Section 2:
Obligations of the supplier
IV. E. – 5:201: Obligation to supply

The supplier must supply the products ordered by the distributor in so far as
it is practicable and provided that the order is reasonable.
IV. E. – 5:202: Information by supplier during the performance

The obligation under IV. E. – 2:202 (Information during the performance)
requires the supplier to provide the distributor with information concern-
ing:
(a) the characteristics of the products;
(b) the prices and terms for the supply of the products;
(c) any recommended prices and terms for the re-supply of the products to
customers;
(d) any relevant communication between the supplier and customers; and
(e) any advertising campaigns relevant to the operation of the business.
IV. E. – 5:203: Warning by supplier of decreased supply capacity

(1) The supplier must warn the distributor within a reasonable time when
the supplier foresees that the supplier’s supply capacity will be signif-
icantly less than the distributor had reason to expect.
(2) For the purpose of paragraph (1) the supplier is presumed to foresee
what the supplier could reasonably be expected to foresee.
(3) In exclusive purchasing contracts, the parties may not exclude the ap-
IV. E. – 5:204: Advertising materials

The supplier must provide the distributor at a reasonable price with all the
advertising materials the supplier has which are needed for the proper dis-
tribution and promotion of the products.
IV. E. – 5:205: The reputation of the products

The supplier must make reasonable efforts not to damage the reputation of
the products.
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Section 3:
Obligations of the distributor
IV. E. – 5:301: Obligation to distribute

In exclusive distribution contracts and selective distribution contracts the
distributor must, so far as practicable, make reasonable efforts to promote
the products.
IV. E. – 5:302: Information by distributor during the performance

In exclusive distribution contracts and selective distribution contracts, the
obligation under IV. E. – 2:202 (Information during the performance) re-
quires the distributor to provide the supplier with information concerning:
(a) claims brought or threatened by third parties in relation to the suppli-
er’s intellectual property rights; and
(b) infringements by third parties of the supplier’s intellectual property
rights.
IV. E. – 5:303: Warning by distributor of decreased requirements

(1) In exclusive distribution contracts and selective distribution contracts,
the distributor must warn the supplier within a reasonable time when
the distributor foresees that the distributor’s requirements will be sig-
nificantly less than the supplier had reason to expect.
(2) For the purpose of paragraph (1) the distributor is presumed to foresee
what the distributor could reasonably be expected to foresee.
IV. E. – 5:304: Instructions

distributor must follow reasonable instructions from the supplier which are
designed to secure the proper distribution of the products or to maintain
the reputation or the distinctiveness of the products.
IV. E. – 5:305: Inspection

distributor must provide the supplier with reasonable access to the distri-
butor’s premises to enable the supplier to check that the distributor is com-
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plying with the standards agreed upon in the contract and with reasonable
instructions given.
IV. E. – 5:306: The reputation of the products

distributor must make reasonable efforts not to damage the reputation of
the products.
Part F.
Loans
[In preparation]
Part G.
Personal security
Chapter 1:
Common rules
IV. G. – 1:101: Definitions

For the purposes of this Part:
(a) a “dependent personal security” is an obligation by a security provider
which is assumed in favour of a creditor in order to secure a present or
future obligation of the debtor owed to the creditor and performance of
which is due only if, and to the extent that, performance of the latter
obligation is due;
(b) an “independent personal security” is an obligation by a security pro-
vider which is assumed in favour of a creditor for the purposes of se-
curity and which is expressly or impliedly declared not to depend upon
another person’s obligation owed to the creditor;
(c) the “security provider” is the person who assumes the obligations to-
wards the creditor for the purposes of security;
(d) the “debtor” is the person who owes the secured obligation, if any, to
the creditor, and, in provisions relating to purported obligations, in-
cludes an apparent debtor;
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Part G. Personal security IV. G. – 1:104
(e) a “co-debtorship for security purposes” is an obligation owed by two or

more debtors in which one of the debtors, the security provider, as-
sumes the obligation primarily for purposes of security towards the
creditor;
(f) a “global security” is a dependent personal security which is assumed
in order to secure all the debtor’s obligations towards the creditor or
the debit balance of a current account or a security of a similar extent;
and
(g) “proprietary security” covers security rights in all kinds of property,
whether movable or immovable, tangible or intangible.
IV. G. – 1:102: Scope

(1) This Part applies to any type of voluntarily assumed personal security
and, in particular, to:
(a) dependent personal securities, including those assumed by bind-
ing comfort letters;
(b) independent personal securities, including those assumed by
stand-by letters of credit; and
(c) co-debtorship for security purposes.
(2) This Part does not apply to insurance contracts. In the case of a guar-
antee insurance, this Part applies only if and in so far as the insurer has
issued a document containing a personal security in favour of the cred-
itor.
(3) This Part does not affect the rules on the aval and the security endor-
sement of negotiable instruments, but does apply to security for ob-
ligations resulting from such an aval or security endorsement.
IV. G. – 1:103: Freedom of contract

The parties may exclude the application of any of the rules in this Part or
derogate from or vary their effects, except as otherwise provided in Chapter
4 of this Part.
IV. G. – 1:104: Creditor’s acceptance

(1) If the parties intend to create the security by contract, the creditor is
regarded as accepting an offer of security as soon as the offer reaches
the creditor, unless the offer requires express acceptance, or the cred-
itor without undue delay rejects it or reserves time for consideration.
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IV. G. – 1:105 Book IV
(2) A personal security can also be assumed by a unilateral promise or

undertaking intended to be legally binding without acceptance. The
rules of this Part apply with any appropriate adaptations.
IV. G. – 1:105: Interpretation

Where there is doubt about the meaning of a term regulating a security, and
this term is supplied by a security provider acting for remuneration, an
interpretation of the term against the security provider is to be preferred.
IV. G. – 1:106: Co-debtorship for security purposes

A co-debtorship for security purposes is subject to the rules of Chapters 1
and 4 and, subsidiarily, to the rules in Book III, Chapter 4, Section 1 (Plur-
ality of debtors).
IV. G. – 1:107: Several security providers: solidary liability

towards creditor
(1) To the extent that several providers of personal security have secured
the same obligation or the same part of an obligation or have assumed
their undertakings for the same security purpose, each security provider
assumes within the limits of that security provider’s undertaking to the
creditor solidary liability together with the other security providers.
This rule also applies if these security providers in assuming their se-
curities have acted independently.
(2) Paragraph (1) applies with appropriate adaptations if proprietary secu-
rity has been provided by the debtor or a third person in addition to the
personal security.
IV. G. – 1:108: Several security providers: internal recourse

(1) In the cases covered by the preceding Article recourse between several
providers of personal security or between providers of personal security
and of proprietary security is governed by III. – 4:107 (Recourse be-
tween solidary debtors), subject to the following paragraphs.
(2) Subject to paragraph (8), the proportionate share of each security pro-
vider for the purposes of that Article is determined according to the
rules in paragraphs (3) to (7).
(3) Unless the security providers have otherwise agreed, as between them-
selves each security provider is liable in the same proportion that the
maximum risk assumed by that security provider bore to the total of the
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Part G. Personal security IV. G. – 1:109: Several security providers
maximum risks assumed by all the security providers. The relevant time
is that of the creation of the last security.
(4) For personal security, the maximum risk is determined by the agreed
maximum amount of the security. In the absence of an agreed max-
imum amount, the amount of the secured obligation or, if a current
account has been secured, the credit limit is decisive. If the secured
obligation is not limited, its final balance is decisive.
(5) For proprietary security, the maximum risk is determined by the agreed
maximum amount of the security. In the absence of an agreed max-
imum amount, the value of the assets serving as security is decisive.
(6) If the maximum amount in the case of paragraph (4) first sentence or
the maximum amount or the value, respectively, in the case of para-
graph (5) is higher than the amount of the secured obligation at the
time of creation of the last security, the latter determines the maximum
risk.
(7) In the case of an unlimited personal security securing an unlimited
credit the maximum risk of other limited personal or proprietary secu-
rity rights which exceed the final balance of the secured credit is limited
to the latter.
(8) The rules in paragraphs (3) to (7) do not apply to proprietary security
provided by the debtor and to security providers who, at the time when
the creditor was satisfied, were not liable towards the latter.
IV. G. – 1:109: Several security providers: recourse against debtor

(1) Any security provider who has satisfied a claim for recourse of another
security provider is subrogated to this extent to the other security pro-
vider’s rights against the debtor as acquired under IV. G. – 2:113 (Se-
curity provider’s rights after performance) paragraphs (1) and (3), in-
cluding proprietary security rights granted by the debtor. IV. G. – 2:110
(Reduction of creditor’s rights) applies with appropriate adaptations.
(2) Where a security provider has recourse against the debtor by virtue of
the rights acquired under IV. G. – 2:113 (Security provider’s rights after
performance) paragraphs (1) and (3) or under the preceding para-
graph, including proprietary security rights granted by the debtor, every
security provider is entitled to a proportionate share, as defined in
IV. G. – 1:108 (Several security providers: internal recourse) paragraph
(2) and III. – 4:107 (Recourse between solidary debtors), of the bene-
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fits recovered from the debtor. IV. G. – 2:110 (Reduction of creditor’s

rights) applies with appropriate adaptations.
(3) Unless expressly stated to the contrary, the preceding rules do not
apply to proprietary security provided by the debtor.
IV. G. – 1:110: Subsidiary application of rules on solidary debtors

If and in so far as the provisions of this Part do not apply, the rules on
plurality of debtors in III. – 4:107 (Recourse between solidary debtors) to
III. – 4:112 (Opposability of other defences in solidary obligations) are sub-
sidiarily applicable.
Chapter 2:
Dependent personal security
IV. G. – 2:101: Presumption for dependent personal security

(1) Any undertaking to pay, to render any other performance or to pay
damages to the creditor by way of security is presumed to give rise to
a dependent personal security, unless the creditor shows that it was
agreed otherwise.
(2) A binding comfort letter is presumed to give rise to a dependent per-
sonal security.
IV. G. – 2:102: Dependence of security provider’s obligation

(1) Whether and to what extent performance of the obligation of the pro-
vider of a dependent personal security is due, depends upon whether
and to what extent performance of the debtor’s obligation to the cred-
itor is due.
(2) The security provider’s obligation does not exceed the secured obliga-
tion. This rule does not apply if the debtor’s obligations are reduced or
discharged:
(a) in an insolvency proceeding;
(b) in any other way caused by the debtor’s inability to perform be-
cause of insolvency; or
(c) by virtue of law due to events affecting the person of the debtor.
(3) Except in the case of a global security, if an amount has not been fixed
for the security and cannot be determined from the agreement of the
parties, the security provider’s obligation is limited to the amount of
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the secured obligations at the time the security became effective.

(4) Except in the case of a global security, any agreement between the
creditor and the debtor to make performance of the secured obligation
due earlier, or to make the obligation more onerous by changing the
conditions on which performance is due, or to increase its amount,
does not affect the security provider’s obligation if the agreement was
concluded after the security provider’s obligation became effective.
IV. G. – 2:103: Debtor’s defences available to the security provider

(1) As against the creditor, the security provider may invoke any defence of
the debtor with respect to the secured obligation, even if the defence is
no longer available to the debtor due to acts or omissions of the debtor
occurring after the security became effective.
(2) The security provider is entitled to refuse to perform the security ob-
ligation if:
(a) the debtor is entitled to withdraw from the contract with the cred-
itor under Book II, Chapter 5 (Right of Withdrawal).
(b) the debtor has a right to withhold performance under III. – 3:401
(Right to withhold performance of reciprocal obligation); or
(c) the debtor is entitled to terminate the debtor’s contractual relation-
ship with the creditor under Book III, Chapter 3, Section 5 (Termi-
nation).
(3) The security provider may not invoke the lack of capacity of the debtor,
whether a natural person or a legal entity, or the non-existence of the
debtor, if a legal entity, if the relevant facts were known to the security
provider at the time when the security became effective.
(4) As long as the debtor is entitled to avoid the contract from which the
secured obligation arises on a ground other than those mentioned in
the preceding paragraph and has not exercised that right, the security
provider is entitled to refuse performance.
(5) The preceding paragraph applies with appropriate adaptations if the
secured obligation is subject to set-off.
IV. G. – 2:104: Coverage of security

(1) The security covers, within its maximum amount, if any, not only the
principal obligation secured, but also the debtor’s ancillary obligations
towards the creditor, especially:
(a) contractual and default interest;
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(b) damages, a penalty or an agreed payment for non-performance by

the debtor; and
(c) the reasonable costs of extra-judicial recovery of those items.
(2) The costs of legal proceedings and enforcement proceedings against
the debtor are covered, provided the security provider had been in-
formed about the creditor’s intention to undertake such proceedings
in sufficient time to enable the security provider to avert those costs.
(3) A global security covers only obligations which originated in contracts
between the debtor and the creditor.
IV. G. – 2:105: Solidary liability of security provider

Unless otherwise agreed, the liability of the debtor and the security pro-
vider is solidary and, accordingly, the creditor has the choice of claiming
solidary performance from the debtor or, within the limits of the security,
from the security provider.
IV. G. – 2:106: Subsidiary liability of security provider

(1) If so agreed, the security provider may invoke as against the creditor the
subsidiary character of the security provider’s liability. A binding com-
fort letter is presumed to establish only subsidiary liability.
(2) Subject to paragraph (3), before demanding performance from the se-
curity provider, the creditor must have undertaken appropriate attempts
to obtain satisfaction from the debtor and other security providers, if
any, securing the same obligation under a personal or proprietary se-
curity establishing solidary liability.
(3) The creditor is not required to attempt to obtain satisfaction from the
debtor and any other security provider according to the preceding para-
graph if and in so far as it is obviously impossible or exceedingly dif-
ficult to obtain satisfaction from the person concerned. This exception
applies, in particular, if and in so far as an insolvency or equivalent
proceeding has been opened against the person concerned or opening
of such a proceeding has failed due to insufficient assets, unless a
proprietary security provided by that person and for the same obliga-
tion is available.
IV. G. – 2:107: Requirement of notification by creditor

(1) The creditor is required to notify the security provider without undue
delay in case of a non-performance by, or inability to pay of, the debtor
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as well as of an extension of maturity; this notification must include

information about the secured amounts of the principal obligation,
interest and other ancillary obligations owed by the debtor on the date
of the notification. An additional notification of a new event of non-
performance need not be given before three months have expired since
the previous notification. No notification is required if an event of non-
performance merely relates to ancillary obligations of the debtor, unless
the total amount of all non-performed secured obligations has reached
five percent of the outstanding amount of the secured obligation.
(2) In addition, in the case of a global security, the creditor is required to
notify the security provider of any agreed increase:
(a) whenever such increase, starting from the creation of the security,
reaches 20 percent of the amount that was so secured at that time;
and
(b) whenever the secured amount is further increased by 20 percent
compared with the secured amount at the date when the last in-
formation according to this paragraph was or should have been
given.
(3) Paragraphs (1) and (2) do not apply, if and in so far as the security
provider knows or could reasonably be expected to know the required
information.
(4) If the creditor omits or delays any notification required by this Article
the creditor’s rights against the security provider are reduced by the
extent necessary to prevent the latter from suffering any loss as a result
of the omission or delay.
IV. G. – 2:108: Time limit for resort to security

(1) If a time limit has been agreed, directly or indirectly, for resort to a
security establishing solidary liability for the security provider, the latter
is no longer liable after expiration of the agreed time limit. However, the
security provider remains liable if the creditor had requested perform-
ance from the security provider after maturity of the secured obligation
but before expiration of the time limit for the security.
(2) If a time limit has been agreed, directly or indirectly, for resort to a
security establishing subsidiary liability for the security provider, the
latter is no longer liable after the expiration of the agreed time limit.
However, the security provider remains liable if the creditor:
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(a) after maturity of the secured obligation, but before expiration of

the time limit, has informed the security provider of an intention to
demand performance of the security and of the commencement of
appropriate attempts to obtain satisfaction as required according to
IV. G. – 2:106 (Subsidiary liability of security provider) paragraphs
(2) and (3); and
(b) informs the security provider every six months about the status of
these attempts, if so demanded by the security provider.
(3) If performance of the secured obligations falls due upon, or within 14
days before, expiration of the time limit of the security, the request for
performance or the information according to paragraphs (1) and (2)
may be given earlier than provided for in paragraphs (1) and (2), but no
more than 14 days before expiration of the time limit of the security.
(4) If the creditor has taken due measures according to the preceding para-
graphs, the security provider’s maximum liability is restricted to the
amount of the secured obligations as defined in IV. G. – 2:104 (Cover-
age of security) paragraphs (1) and (2). The relevant time is that at
which the agreed time limit expires.
IV. G. – 2:109: Limiting security without time limit

(1) Where the scope of a security is not limited to obligations arising, or
obligations performance of which falls due, within an agreed time lim-
it, the scope of the security may be limited by any party giving notice of
at least three months to the other party. The preceding sentence does
not apply if the security is restricted to cover specific obligations or
obligations arising from specific contracts.
(2) By virtue of the notice, the scope of the security is limited to the se-
cured principal obligations performance of which is due at the date at
which the limitation becomes effective and any secured ancillary ob-
ligations as defined in IV. G. – 2:104 (Coverage of security) paragraphs
(1) and (2).
IV. G. – 2:110: Reduction of creditor’s rights

(1) If and in so far as due to the creditor’s conduct the security provider
cannot be subrogated to the creditor’s rights against the debtor and to
the creditor’s personal and proprietary security rights granted by third
persons, or cannot be fully reimbursed from the debtor or from third
party security providers, if any, the creditor’s rights against the security
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provider are reduced by the extent necessary to prevent the latter from
suffering any loss as a result of the creditor’s conduct. The security
provider has a corresponding right to recover from the creditor if the
security provider has already performed.
(2) Paragraph (1) applies only if the creditor’s conduct falls short of the
standard of care which could be expected of persons managing their
affairs with reasonable prudence.
IV. G. – 2:111: Debtor’s relief for the security provider

(1) A security provider who has provided a security at the debtor’s request
or with the debtor’s express or presumed consent may request relief by
the debtor:
(a) if the debtor has not performed the secured obligation when per-
formance became due;
(b) if the debtor is unable to pay or has suffered a substantial diminu-
tion of assets; or
(c) if the creditor has brought an action on the security against the
security provider.
(2) Relief may be granted by furnishing adequate security.
IV. G. – 2:112: Notification and request by security provider

before performance
(1) Before performance to the creditor, the security provider is required to
notify the debtor and request information about the outstanding
amount of the secured obligation and any defences or counterclaims
against it.
(2) If the security provider fails to comply with the requirements in para-
graph (1) or neglects to raise defences communicated by the debtor or
known to the security provider from other sources, the security provid-
er’s rights to recover from the debtor under IV. G. – 2:113 (Security pro-
vider’s rights after performance) are reduced by the extent necessary to
prevent loss to the debtor as a result of such failure or neglect.
(3) The security provider’s rights against the creditor remain unaffected.
IV. G. – 2:113: Security provider’s rights after performance

(1) The security provider has a right to reimbursement from the debtor if
and in so far as the security provider has performed the security ob-
ligation. In addition the security provider is subrogated to the extent
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indicated in the preceding sentence to the creditor’s rights against the

debtor. The right to reimbursement and rights acquired by subrogation
are concurrent.
(2) In case of part performance, the creditor’s remaining partial rights
against the debtor have priority over the rights to which the security
provider has been subrogated.
(3) By virtue of the subrogation under paragraph (1), dependent and in-
dependent personal and proprietary security rights are transferred by
operation of law to the security provider notwithstanding any contrac-
tual restriction or exclusion of transferability agreed by the debtor.
Rights against other security providers can be exercised only within
the limits of IV. G. – 1:108 (Several security providers: internal re-
course).
(4) Where the debtor due to incapacity is not liable to the creditor but the
security provider is nonetheless bound by, and performs, the security
obligation, the security provider’s right to reimbursement from the
debtor is limited to the extent of the debtor’s enrichment by the trans-
action with the creditor. This rule applies also if a debtor legal entity
has not come into existence.
Chapter 3:
Independent personal security
IV. G. – 3:101: Scope

(1) The independence of a security is not prejudiced by a mere general
reference to an underlying obligation (including a personal security).
(2) The provisions of this Chapter also apply to standby letters of credit.
IV. G. – 3:102: Notification to debtor by security provider

(1) The security provider is required:
(a) to notify the debtor immediately if a demand for performance is
received and to state whether or not, in the view of the security
provider, performance falls to be made;
(b) to notify the debtor immediately if performance has been made in
accordance with a demand; and
(c) to notify the debtor immediately if performance has been refused
notwithstanding a demand and to state the reasons for the refusal.
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(2) If the security provider fails to comply with the requirements in para-
graph (1) the security provider’s rights against the debtor under
IV. G. – 3:109 (Security provider’s rights after performance) are reduced
by the extent necessary to prevent loss to the debtor as a result of such
failure.
IV. G. – 3:103: Performance by security provider

(1) The security provider is obliged to perform only if there is, in textual
form, a demand for performance which complies exactly with the terms
set out in the contract or other juridical act creating the security.
(2) Unless otherwise agreed, the security provider may invoke defences
which the security provider has against the creditor.
(3) The security provider must without undue delay and at the latest with-
in seven days of receipt, in textual form, of a demand for performance:
(a) perform in accordance with the demand; or
(b) inform the creditor of a refusal to perform, stating the reasons for
the refusal.
IV. G. – 3:104: Independent personal security on first demand

(1) An independent personal security which is expressed as being due
upon first demand or which is in such terms that this can unequivo-
cally be inferred, is governed by the rules in the preceding Article, ex-
cept as provided in the two following paragraphs.
(2) The security provider is obliged to perform only if the creditor’s de-
mand is supported by a declaration in textual form by the creditor
which expressly confirms that any condition upon which performance
of the security becomes due is fulfilled.
(3) Paragraph (2) of the preceding Article does not apply.
IV. G. – 3:105: Manifestly abusive or fraudulent demand

(1) A security provider is not obliged to comply with a demand for per-
formance if it is proved by present evidence that the demand is mani-
festly abusive or fraudulent.
(2) If the requirements of the preceding paragraph are fulfilled, the debtor
may prohibit:
(a) performance by the security provider; and
(b) issuance or utilisation of a demand for performance by the creditor.
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IV. G. – 3:106: Security provider’s right to reclaim

(1) The security provider has the right to reclaim the benefits received by
the creditor if:
(a) the conditions for the creditor’s demand were not or subsequently
ceased to be fulfilled; or
(b) the creditor’s demand was manifestly abusive or fraudulent.
(2) The security provider’s right to reclaim benefits is subject to the rules in
Book VII (Unjustified Enrichment).
IV. G. – 3:107: Security with or without time limits

(1) If a time limit has been agreed, directly or indirectly, for the resort to a
security, the security provider exceptionally remains liable even after
expiration of the time limit, provided the creditor had demanded per-
formance according to IV. G. – 3:103 (Performance by security provid-
er) paragraph (1) or IV. G. – 3:104 (Independent personal security on
first demand) at a time when the creditor was entitled to do so and
before expiration of the time limit for the security. IV. G. – 2:108 (Time
limit for resort to security) paragraph (3) applies with appropriate adap-
tations. The security provider’s maximum liability is restricted to the
amount which the creditor could have demanded as of the date when
the time limit expired.
(2) Where a security does not have an agreed time limit, the security pro-
vider may set such a time limit by giving notice of at least three months
to the other party. The security provider’s liability is restricted to the
amount which the creditor could have demanded as of the date set by
the security provider. The preceding sentences do not apply if the se-
curity is given for specific purposes.
IV. G. – 3:108: Transfer of security right

(1) The creditor’s right to performance by the security provider can be as-
signed or otherwise transferred.
(2) However, in the case of an independent personal security on first de-
mand, the right to performance cannot be assigned or otherwise trans-
ferred and the demand for performance can be made only by the ori-
ginal creditor, unless the security provides otherwise. This does not
prevent transfer of the proceeds of the security.
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IV. G. – 3:109: Security provider’s rights after performance

IV.G. – 2:113 (Security provider’s rights after performance) applies with ap-
propriate adaptations to the rights which the security provider may exercise
after performance.
Chapter 4:
Special rules for personal security of consumers
IV. G. – 4:101: Scope of application

(1) Subject to paragraph (2), this Chapter applies when a security is pro-
vided by a consumer.
(2) This Chapter is not applicable if:
(a) the creditor is also a consumer; or
(b) the consumer security provider is able to exercise substantial in-
fluence upon the debtor where the debtor is not a natural person.
IV. G. – 4:102: Applicable rules

(1) A personal security subject to this Chapter is governed by the rules of
Chapters 1 and 2, except as otherwise provided in this Chapter.
(2) The parties may not, to the detriment of a security provider, exclude the
application of the rules of this Chapter or derogate from or vary their
effects.
IV. G. – 4:103: Creditor’s pre-contractual duties

(1) Before a security is granted, the creditor has a duty to explain to the
intending security provider:
(a) the general effect of the intended security; and
(b) the special risks to which the security provider may according to
the information accessible to the creditor be exposed in view of the
financial situation of the debtor.
(2) If the creditor knows or has reason to know that due to a relationship of
trust and confidence between the debtor and the security provider
there is a significant risk that the security provider is not acting freely
or with adequate information, the creditor has a duty to ascertain that
the security provider has received independent advice.
(3) If the information or independent advice required by the preceding
paragraphs is not given at least five days before the security provider
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signs the offer of security or the contract creating the security, the offer
can be revoked or the contract avoided by the security provider within a
reasonable time after receipt of the information or the independent
advice. For this purpose five days is regarded as a reasonable time un-
less the circumstances suggest otherwise.
(4) If contrary to paragraph (1) or (2) no information or independent ad-
vice is given, the offer can be revoked or the contract avoided by the
security provider at any time.
(5) If the security provider revokes the offer or avoids the contract accord-
ing to the preceding paragraphs, the return of benefits received by the
parties is governed by Book VII (Unjustified Enrichment).
IV. G. – 4:104: Form

The contract of security must be in textual form on a durable medium and
must be signed by the security provider. A contract of security which does
not comply with the requirements of the preceding sentence is void.
IV. G. – 4:105: Nature of security provider’s liability

Where this Chapter applies:
(a) an agreement purporting to create a security without a maximum
amount, whether a global security or not, is considered as creating a
dependent security with a fixed amount to be determined according to
IV. G. – 2:102 (Dependence of security provider’s obligation) paragraph
(3);
(b) the liability of a provider of dependent security is subsidiary within the
meaning of IV. G. – 2:106 (Subsidiary liability of security provider), un-
less expressly agreed otherwise; and
(c) in an agreement purporting to create an independent security, the de-
claration that it does not depend upon another person’s obligation
owed to the creditor is disregarded, and accordingly a dependent se-
curity is considered as having been created, provided the other require-
ments of such a security are met.
IV. G. – 4:106: Creditor’s obligations of annual information

(1) Subject to the debtor’s consent, the creditor has to inform the security
provider annually about the secured amounts of the principal obliga-
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tion, interest and other ancillary obligations owed by the debtor on the
date of the information. The debtor’s consent, once given, is irrevoc-
able.
(2) IV. G. – 2:107 (Requirement of notification by creditor) paragraphs (3)
and (4) apply with appropriate adaptations.
IV. G. – 4:107: Limiting security with time limit

(1) A security provider who has provided a security whose scope is limited
to obligations arising, or obligations performance of which falls due,
within an agreed time limit may three years after the security became
effective limit its effects by giving notice of at least three months to the
creditor. The preceding sentence does not apply if the security is re-
stricted to cover specific obligations or obligations arising from specific
contracts. The creditor has to inform the debtor immediately on receipt
of a notice of limitation of the security by the security provider.
(2) By virtue of the notice, the scope of the security is limited according to
IV. G. – 2:109 (Limiting security without time limit) paragraph (2).
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Book V
Benevolent intervention in another’s Affairs
Chapter 1:
Scope of application
V. – 1:101: Intervention to benefit another

(1) This Book applies where a person (the intervener) acts with the pre-
dominant intention of benefiting another (the principal) and:
(a) the intervener has a reasonable ground for acting; or
(b) the principal approves the act without such undue delay as would
adversely affect the intervener.
(2) The intervener does not have a reasonable ground for acting if the
intervener:
(a) has a reasonable opportunity to discover the principal’s wishes but
does not do so; or
(b) knows or can reasonably be expected to know that the interven-
tion is against the principal’s wishes.
V. – 1:102: Intervention to perform another’s duty

Where an intervener acts to perform another person’s duty, the perform-
ance of which is due and urgently required as a matter of overriding public
interest, and the intervener acts with the predominant intention of bene-
fiting the recipient of the performance, the person whose duty the inter-
vener acts to perform is a principal to whom this Book applies.
V. – 1:103: Exclusions
This Book does not apply where the intervener:
(a) is authorised to act under a contractual or other obligation to the prin-
cipal;
(b) is authorised, other than under this Book, to act independently of the
principal’s consent or
(c) is under an obligation to a third party to act.
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V. – 2:101 Book V
Chapter 2:
Duties of intervener
V. – 2:101: Duties during intervention

(1) During the intervention, the intervener must:
(a) act with reasonable care;
(b) except in relation to a principal within V. – 1:102 (Intervention to
perform another’s duty), act in a manner which the intervener
knows or can reasonably be expected to assume accords with the
principal’s wishes; and
(c) so far as possible and reasonable, inform the principal about the
intervention and seek the principal’s consent to further acts.
(2) The intervention may not be discontinued without good reason.
V. – 2:102: Reparation for damage caused by breach of duty

(1) The intervener is liable to make reparation to the principal for damage
caused by breach of a duty set out in this Chapter if the damage re-
sulted from a risk which the intervener created, increased or intention-
ally perpetuated.
(2) The intervener’s liability is reduced or excluded in so far as this is fair
and reasonable, having regard to, among other things, the intervener’s
reasons for acting.
(3) An intervener who at the time of intervening lacks full legal capacity is
liable to make reparation only in so far as that intervener is also liable to
make reparation under Book VI (Non-contractual Liability arising out of
Damage caused to Another).
V. – 2:103: Obligations after intervention

(1) After intervening the intervener must without undue delay report and
account to the principal and hand over anything obtained as a result of
the intervention.
(2) If at the time of intervening the intervener lacks full legal capacity, the
obligation to hand over is subject to the defence which would be avail-
able under VII. – 6:101 (Disenrichment).
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Chapter 3: Rights and authority of intervener V. – 3:103
(3) The remedies for non-performance in Book III, Chapter 3 apply but
with the modification that any liability to pay damages or interest is
subject to the qualifications in paragraphs (2) and (3) of the preceding
Article.
Chapter 3:
Rights and authority of intervener
V. – 3:101: Right to indemnification or reimbursement

The intervener has a right against the principal for indemnification or, as
the case may be, reimbursement in respect of an obligation or expenditure
(whether of money or other assets) in so far as reasonably incurred for the
purposes of the intervention.
V. – 3:102: Right to remuneration

(1) The intervener has a right to remuneration in so far as the intervention
is reasonable and undertaken in the course of the intervener’s profes-
sion or trade.
(2) The remuneration due is the amount, so far as reasonable, which is
ordinarily paid at the time and place of intervention in order to obtain a
performance of the kind undertaken. If there is no such amount a rea-
sonable remuneration is due.
V. – 3:103: Right to reparation

An intervener who acts to protect the principal, or the principal’s property
or interests, against danger has a right against the principal for reparation
for loss caused as a result of personal injury or property damage suffered in
acting, if:
(a) the intervention created or significantly increased the risk of such in-
jury or
damage; and
(b) that risk, so far as foreseeable, was in reasonable proportion to the risk
to the
principal.
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V. – 3:104 Book V
V. – 3:104: Reduction or exclusion of intervener’s rights

(1) The intervener’s rights are reduced or excluded in so far as the inter-
vener at the time of acting did not want to demand indemnification,
reimbursement, remuneration or reparation, as the case may be.
(2) These rights are also reduced or excluded in so far as this is fair and
reasonable, having regard among other things to whether the interve-
ner acted to protect the principal in a situation of joint danger, whether
the liability of the principal would be excessive and whether the inter-
vener could reasonably be expected to obtain appropriate redress from
another.
V. – 3:105: Obligation of third person to indemnify or

reimburse the principal
If the intervener acts to protect the principal from damage, a person who
would be accountable under Book VI for the causation of such damage to
the principal is obliged to indemnify or, as the case may be, reimburse the
principal’s liability to the intervener.
V. – 3:106: Authority of intervener to act as representative

of the principal
(1) The intervener may conclude legal transactions or perform other juri-
dical acts as a representative of the principal in so far as this may rea-
sonably be expected to benefit the principal.
(2) However, a unilateral juridical act by the intervener as a representative
of the principal has no effect if the person to whom it is addressed
rejects the act without undue delay.
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Book VI
Non-Contractual liability arising
out of damage caused to another
Chapter 1:
Fundamental provisions
VI. – 1:101: Basic rule

(1) A person who suffers legally relevant damage has a right to reparation
from a person who caused the damage intentionally or negligently or is
otherwise accountable for the causation of the damage.
(2) Where a person has not caused legally relevant damage intentionally or
negligently that person is accountable for the causation of legally rele-
vant damage only if Chapter 3 (Accountability) so provides.
VI. – 1:102: Prevention

Where legally relevant damage is impending, this Book confers on a person
who would suffer the damage a right to prevent it. This right is against a
person who would be accountable for the causation of the damage if it
occurred.
VI. – 1:103: Scope of application

The provisions of VI. – 1:101 (Basic rule) and VI. – 1:102 (Prevention):
(a) apply only in accordance with the following provisions of this Book;
(b) apply to both legal and natural persons, unless otherwise stated;
(c) do not apply in so far as their application would contradict the purpose
of other private law rules; and
(d) do not affect remedies available on other legal grounds.
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VI. – 2:101 Book VI
Chapter 2:
Legally relevant damage
Section 1:
General
VI. – 2:101: Meaning of legally relevant damage

(1) Loss, whether economic or non-economic, or injury is legally relevant
damage if:
(a) one of the following rules of this Chapter so provides;
(b) the loss or injury results from a violation of a right otherwise con-
ferred by the law; or
(c) the loss or injury results from a violation of an interest worthy of
legal protection.
(2) In any case covered only by sub-paragraphs (b) or (c) of paragraph (1)
loss or injury constitutes legally relevant damage only if it would be fair
and reasonable for there to be a right to reparation or prevention, as the
case may be, under VI. – 1:101 (Basic rule) or VI. – 1:102 (Prevention).
(3) In considering whether it would be fair and reasonable for there to be a
right to reparation or prevention regard is to be had to the ground of
accountability, to the nature and proximity of the damage or impend-
ing damage, to the reasonable expectations of the person who suffers
or would suffer the damage, and to considerations of public policy.
(4) In this Book:
(a) economic loss includes loss of income or profit, burdens incurred
and a reduction in the value of property;
(b) non-economic loss includes pain and suffering and impairment of
the quality of life.
Section 2:
Particular instances of legally relevant damage
VI. – 2:201: Personal injury and consequential loss

(1) Loss caused to a natural person as a result of injury to his or her body or
health and the injury as such are legally relevant damage.
(2) In this Book:
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Chapter 2: Legally relevant damage VI. – 2:204
(a) such loss includes the costs of health care including expenses rea-
sonably incurred for the care of the injured person by those close
to him or her; and
(b) personal injury includes injury to mental health only if it amounts
to a medical condition.
VI. – 2:202: Loss suffered by third persons as a result of another’s

personal injury or death
(1) Non-economic loss caused to a natural person as a result of another’s
personal injury or death is legally relevant damage if at the time of
injury that person is in a particularly close personal relationship to the
injured person.
(2) Where a person has been fatally injured:
(a) legally relevant damage caused to the deceased on account of the
injury to the time of death becomes legally relevant damage to the
deceased’s successors;
(b) reasonable funeral expenses are legally relevant damage to the per-
son incurring them; and
(c) loss of maintenance is legally relevant damage to a natural person
whom the deceased maintained or, had death not occurred, would
have maintained under statutory provisions or to whom the de-
ceased provided care and financial support.
VI. – 2:203: Infringement of dignity, liberty and privacy

(1) Loss caused to a natural person as a result of infringement of his or her
right to respect for his or her dignity, such as the rights to liberty and
privacy, and the injury as such are legally relevant damage.
(2) Loss caused to a person as a result of injury to that person’s reputation
and the injury as such are also legally relevant damage if national law
so provides.
VI. – 2:204: Loss upon communication of incorrect information

about another
Loss caused to a person as a result of the communication of information
about that person which the person communicating the information knows
or could reasonably be expected to know is incorrect is legally relevant
damage.
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VI. – 2:205: Loss upon breach of confidence

Loss caused to a person as a result of the communication of information
which, either from its nature or the circumstances in which it was ob-
tained, the person communicating the information knows or could reason-
ably be expected to know is confidential to the person suffering the loss is
legally relevant damage.
VI. – 2:206: Loss upon infringement of property

or lawful possession
(1) Loss caused to a person as a result of an infringement of that person’s
property right or lawful possession of a movable or immovable thing is
legally relevant damage.
(2) In this Article:
(a) loss includes being deprived of the use of property;
(b) infringement of a property right includes destruction of or physical
damage to the subject-matter of the right (property damage), dis-
position of the right, interference with its use and other distur-
bance of the exercise of the right.
VI. – 2:207: Loss upon reliance on incorrect advice or information

Loss caused to a person as a result of making a decision in reasonable
reliance on incorrect advice or information is legally relevant damage if:
(a) the advice or information is provided by a person in pursuit of a pro-
fession or in the course of trade; and
(b) the provider knew or could reasonably be expected to have known that
the recipient would rely on the advice or information in making a de-
cision of the kind made.
VI. – 2:208: Loss upon unlawful impairment of business

(1) Loss caused to a person as a result of an unlawful impairment of that
person’s exercise of a profession or conduct of a trade is legally relevant
damage.
(2) Loss caused to a consumer as a result of unfair competition is also
legally relevant damage if Community or national law so provides.
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Chapter 3: Accountability VI. – 3:101
VI. – 2:209: Burdens incurred by the State upon environmental

impairment
Burdens incurred by the State or designated competent authorities in re-
storing substantially impaired natural elements constituting the environ-
ment, such as air, water, soil, flora and fauna, are legally relevant damage
to the State or the authorities concerned.
VI. – 2:210: Loss upon fraudulent misrepresentation

(1) Without prejudice to the other provisions of this Section, loss caused
to a person as a result of another’s fraudulent misrepresentation,
whether by words or conduct, is legally relevant damage.
(2) A misrepresentation is fraudulent if it is made with knowledge or belief
that the representation is false and it is intended to induce the recipient
to make a mistake.
VI. – 2:211: Loss upon inducement of non-performance

of obligation
Without prejudice to the other provisions of this Section, loss caused to a
person as a result of another’s inducement of the non-performance of an
obligation by a third person is legally relevant damage only if:
(a) the obligation was owed to the person sustaining the loss; and
(b) the person inducing the non-performance:
(i) intended the third person to fail to perform the obligation; and
(ii) did not act in legitimate protection of the inducing person’s own
interest.
Chapter 3:
Accountability
Section 1:
Intention and negligence
VI. – 3:101: Intention

A person causes legally relevant damage intentionally when that person
causes such damage either:
(a) meaning to cause damage of the type caused; or
(b) by conduct which that person means to do, knowing that such dam-
age, or damage of that type, will or will almost certainly be caused.
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VI. – 3:102: Negligence

A person causes legally relevant damage negligently when that person cau-
ses the damage by conduct which either:
(a) does not meet the particular standard of care provided by a statutory
provision whose purpose is the protection of the injured person from
the damage suffered; or
(b) does not otherwise amount to such care as could be expected from a
reasonably careful person in the circumstances of the case.
VI. – 3:103: Persons under eighteen

(1) A person under eighteen years of age is accountable for causing legally
relevant damage according to VI. – 3:102 (Negligence) sub-paragraph
(b) only in so far as that person does not exercise such care as could be
expected from a reasonably careful person of the same age in the cir-
cumstances of the case.
(2) A person under seven years of age is not accountable for causing dam-
age intentionally or negligently.
(3) However, paragraphs (1) and (2) do not apply to the extent that:
(a) the injured person cannot obtain reparation under this Book from
another; and
(b) liability to make reparation would be equitable having regard to the
financial means of the parties and all other circumstances of the
case.
VI. – 3:104: Accountability for damage caused

by children or supervised persons
(1) Parents or other persons obliged by law to provide parental care for a
person under fourteen years of age are accountable for the causation of
legally relevant damage where that person under age caused the dam-
age by conduct that would constitute intentional or negligent conduct
if it were the conduct of an adult.
(2) An institution or other body obliged to supervise a person is accoun-
table for the causation of legally relevant damage suffered by a third
party when:
(a) the damage is personal injury, loss within VI. – 2:202 (Loss suf-
fered by third persons as a result of another’s personal injury or
death) or property damage;
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(b) the person whom the institution or other body is obliged to super-
vise caused that damage intentionally or negligently or, in the case
of a person under eighteen, by conduct that would constitute in-
tention or negligence if it were the conduct of an adult; and
(c) the person whom the institution or other body is obliged to super-
vise is a person likely to cause damage of that type.
(3) However, a person is not accountable under this Article for the causa-
tion of damage if that person shows that there was no defective super-
vision of the person causing the damage.
Section 2:
Accountability without intention or negligence

employees and representatives
(1) A person who employs or similarly engages another, is accountable for
the causation of legally relevant damage suffered by a third person
when the person employed or engaged:
(a) caused the damage in the course of the employment or engage-
ment; and
(b) caused the damage intentionally or negligently, or is otherwise ac-
countable for the causation of the damage.
(2) Paragraph (1) applies correspondingly to a legal person in relation to a
representative causing damage in the course of acting as such a repre-
sentative. For the purposes of this paragraph, a representative is a per-
son who is authorised to effect juridical acts on behalf of the legal
person by its constitution.

the unsafe state of an immovable
(1) A person who independently exercises control over an immovable is
accountable for the causation of personal injury and consequential
loss, loss within VI. – 2:202 (Loss suffered by third persons as a result
of another’s personal injury or death), and loss resulting from property
damage (other than to the immovable itself) by a state of the immo-
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vable which does not ensure such safety as a person in or near the
immovable is entitled to expect having regard to the circumstances
including:
(a) the nature of the immovable;
(b) the access to the immovable; and
(c) the cost of avoiding the immovable being in that state.
(2) A person exercises independent control over an immovable if that per-
son exercises such control that it is reasonable to impose a duty on that
person to prevent legally relevant damage within the scope of this Ar-
ticle.
(3) The owner of the immovable is to be regarded as independently exer-
cising control, unless the owner shows that another independently
exercises control.
VI. – 3:203: Accountability for damage caused by animals

A keeper of an animal is accountable for the causation by the animal of
personal injury and consequential loss, loss within VI. – 2:202 (Loss suf-
fered by third persons as a result of another’s personal injury or death), and
loss resulting from property damage.

defective products
(1) The producer of a product is accountable for the causation of personal
injury and consequential loss, loss within VI. – 2:202 (Loss suffered by
third persons as a result of another’s personal injury or death), and, in
relation to consumers, loss resulting from property damage (other than
to the product itself) by a defect in the product.
(2) A person who imported the product into the European Economic Area
for sale, hire, leasing or distribution in the course of that person’s busi-
ness is accountable correspondingly.
(3) A supplier of the product is accountable correspondingly if:
(a) the producer cannot be identified; or
(b) in the case of an imported product, the product does not indicate
the identity of the importer (whether or not the producer’s name is
indicated), unless the supplier informs the injured person, within a
reasonable time, of the identity of the producer or the person who
supplied that supplier with the product.
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(4) A person is not accountable under this Article for the causation of
damage if that person shows that:
(a) that person did not put the product into circulation;
(b) it is probable that the defect which caused the damage did not
exist at the time when that person put the product into circulation;
(c) that person neither manufactured the product for sale or distribu-
tion for economic purpose nor manufactured or distributed it in the
course of business;
(d) the defect is due to the product’s compliance with mandatory reg-
ulations issued by public authorities;
(e) the state of scientific and technical knowledge at the time that
person put the product into circulation did not enable the exist-
ence of the defect to be discovered; or
(f) in the case of a manufacturer of a component, the defect is attri-
butable to:
(i) the design of the product into which the component has been
fitted, or
(ii) instructions given by the manufacturer of the product.
(5) “Producer” means:
(a) in the case of a finished product or a component, the manufactur-
er;
(b) in the case of raw material, the person who abstracts or wins it;
and
(c) any person who, by putting a name, trade mark or other distin-
guishing feature on the product, gives the impression of being its
producer.
(6) “Product” means a movable, even if incorporated into another movable
or an immovable, or electricity.
(7) A product is defective if it does not provide the safety which a person is
entitled to expect, having regard to the circumstances including:
(a) the presentation of the product;
(b) the use to which it could reasonably be expected that the product
would be put; and
(c) the time when the product was put into circulation,
but a product is not defective merely because a better product is subse-
quently put into circulation.
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VI. – 3:205: Accountability for damage caused by motor vehicles

(1) A keeper of a motor vehicle is accountable for the causation of personal
injury and consequential loss, loss within VI. – 2:202 (Loss suffered by
third persons as a result of another’s personal injury or death), and loss
resulting from property damage (other than to the vehicle and its
freight) in a traffic accident which results from the use of the vehicle.
(2) “Motor vehicle” means any vehicle intended for travel on land and
propelled by mechanical power, but not running on rails, and any trai-
ler, whether or not coupled.
VI. – 3:206: Accountability for damage caused by dangerous

substances or emissions
(1) A keeper of a substance or an operator of an installation is accountable
for the causation by that substance or by emissions from that installa-
tion of personal injury and consequential loss, loss within VI. – 2:202
(Loss suffered by third persons as a result of another’s personal injury
or death), loss resulting from property damage, and burdens within
VI. – 2:209 (Burdens incurred by the State upon environmental impair-
ment), if:
(a) having regard to their quantity and attributes, at the time of the
emission, or, failing an emission, at the time of contact with the
substance it is very likely that the substance or emission will cause
such damage unless adequately controlled; and
(b) the damage results from the realisation of that danger.
(2) “Substance” includes chemicals (whether solid, liquid or gaseous).
Microorganisms are to be treated like substances.
(3) “Emission” includes:
(a) the release or escape of substances;
(b) the conduction of electricity;
(c) heat, light and other radiation;
(d) noise and other vibrations; and
(e) other incorporeal impact on the environment.
(4) “Installation” includes a mobile installation and an installation under
construction or not in use.
(5) However, a person is not accountable for the causation of damage
under this Article if that person:
(a) does not keep the substance or operate the installation for purpo-
ses related to that person’s trade, business or profession; or
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Chapter 4: Causation VI. – 4:102
(b) shows that there was no failure to comply with statutory standards
of control of the substance or management of the installation.
VI. – 3:207: Other accountability for the causation

of legally relevant damage
A person is also accountable for the causation of legally relevant damage if
national law so provides where it:
(a) relates to a source of danger which is not within VI. – 3:104 (Account-
ability for damage caused by children or supervised persons) to VI. –
3:205 (Accountability for damage caused by motor vehicles);
(b) relates to substances or emissions; or
(c) disapplies VI. – 3:204 (Accountability for damage caused by defective
products) paragraph (4)(e).
VI. – 3:208: Abandonment

For the purposes of this section, a person remains accountable for an im-
movable, vehicle, substance or installation which that person abandons
until another exercises independent control over it or becomes its keeper
or operator. This applies correspondingly, so far as reasonable, in respect of
a keeper of an animal.
Chapter 4:
Causation
VI. – 4:101: General rule

(1) A person causes legally relevant damage to another if the damage is to
be regarded as a consequence of:
(a) that person’s conduct; or
(b) a source of danger for which that person is responsible.
(2) In cases of personal injury or death the injured person’s predisposition
with respect to the type or extent of the injury sustained is to be dis-
regarded.
VI. – 4:102: Collaboration

A person who participates with, instigates or materially assists another in
causing legally relevant damage is to be regarded as causing that damage.
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VI. – 4:103: Alternative causes

Where legally relevant damage may have been caused by any one or more
of a number of occurrences for which different persons are accountable and
it is established that the damage was caused by one of these occurrences
but not which one, each person who is accountable for any of the occur-
rences is rebuttably presumed to have caused that damage.
Chapter 5:
Defences
Section 1:
Consent or conduct of the injured person
VI. – 5:101: Consent and acting at own risk

(1) A person has a defence if the injured person validly consented to the
legally relevant damage and was aware or could reasonably be expected
to have been aware of the consequences of that consent.
(2) The same applies if the injured person, knowing the risk of damage of
the type caused, voluntarily incurred exposure to that risk and is to be
regarded as having accepted it.
VI. – 5:102: Contributory fault and accountability

(1) Where the fault of the injured person contributed to the occurrence or
extent of legally relevant damage, reparation is to be reduced according
to the degree of such fault.
(2) However, no regard is to be had to:
(a) an insubstantial fault of the injured person;
(b) fault or accountability whose contribution to the causation of the
damage was insubstantial; or
(c) the injured person’s want of care contributing to that person’s per-
sonal injury caused by a motor vehicle in a traffic accident, unless
that want of care constituted profound failure to take such care as
was manifestly required in the circumstances.
(3) Paragraphs (1) and (2) apply correspondingly where the fault of a per-
son for whom the injured person is responsible within the scope of
VI. – 3:201 (Accountability for damage caused by employees and repre-
sentatives) contributed to the occurrence or extent of the damage.
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Chapter 5: Defences VI. – 5:202
(4) Compensation is to be reduced likewise if and in so far as any other

source of danger for which the injured person is responsible under
Chapter 3 (Accountability) contributed to the occurrence or extent of
the damage.
VI. – 5:103: Damage caused by a criminal to a collaborator

Legally relevant damage caused unintentionally in the course of commit-
ting a criminal offence to another person participating or otherwise colla-
borating in the offence does not give rise to a right to reparation if this
would be contrary to public policy.
Section 2:
Interests of accountable persons or third parties
VI. – 5:201: Authority conferred by law

A person has a defence if legally relevant damage is caused with authority
conferred by law.
VI. – 5:202: Self-defence, benevolent intervention and necessity

(1) A person has a defence if that person causes legally relevant damage in
reasonable protection of a right or of an interest worthy of legal pro-
tection of that person or a third person if the person suffering the leg-
ally relevant damage is accountable for endangering the right or interest
protected. For the purposes of this paragraph VI. – 3:103 (Persons un-
der eighteen) is to be disregarded.
(2) The same applies to legally relevant damage caused by a benevolent
intervener to a principal without breach of the intervener’s duties.
(3) Where a person causes legally relevant damage to the patrimony of
another in a situation of imminent danger to life, body, health or liberty
in order to save the person causing the damage or a third person from
that danger and the danger could not be eliminated without causing
the damage, the person causing the damage is not liable to make re-
paration beyond providing reasonable recompense.
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VI. – 5:203: Protection of public interest

A person has a defence if legally relevant damage is caused in necessary
protection of values fundamental to a democratic society, in particular
where damage is caused by dissemination of information in the media.
Section 3:
Inability to control
VI. – 5:301: Mental incompetence

(1) A person who is mentally incompetent at the time of conduct causing
legally relevant damage is liable only if this is equitable, having regard
to the mentally incompetent person’s financial means and all the other
circumstances of the case. Liability is limited to reasonable recom-
pense.
(2) A person is to be regarded as mentally incompetent if that person lacks
sufficient insight into the nature of his or her conduct, unless the lack
of sufficient insight is the temporary result of his or her own miscon-
duct.
VI. – 5:302: Event beyond control

A person has a defence if legally relevant damage is caused by an abnormal
event which cannot be averted by any reasonable measure and which is not
to be regarded as that person’s risk.
Section 4:
Contractual exclusion and restriction of liability
VI. – 5:401: Contractual exclusion and restriction of liability

(1) Liability for causing legally relevant damage intentionally cannot be
excluded or restricted.
(2) Liability for causing legally relevant damage as a result of a profound
failure to take such care as is manifestly required in the circumstances
cannot be excluded or restricted:
(a) in respect of personal injury (including fatal injury); or
(b) if the exclusion or restriction is otherwise illegal or contrary to
good faith and fair dealing.
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Chapter 6: Remedies VI. – 6:101
(3) Liability for damage for the causation of which a person is accountable
under VI. – 3:204 (Accountability for damage caused by defective pro-
ducts) cannot be restricted or excluded.
(4) Other liability under this Book can be excluded or restricted unless
statute provides otherwise.
Section 5:
Loss within VI. – 2:202 (Loss suffered by third persons
as a result of another’s personal injury or death)
VI. – 5:501: Extension of defences against the injured

person to third persons
A defence which may be asserted against a person’s right of reparation in
respect of that person’s personal injury or, if death had not occurred, could
have been asserted, may also be asserted against a person suffering loss
within VI. – 2:202 (Loss suffered by third persons as a result of another’s
personal injury or death).
Chapter 6:
Remedies
Section 1:
Reparation in general
VI. – 6:101: Aim and forms of reparation

(1) Reparation is to reinstate the person suffering the legally relevant dam-
age in the position that person would have been in had the legally
relevant damage not occurred.
(2) Reparation may be in money (compensation) or otherwise, as is most
appropriate, having regard to the kind and extent of damage suffered
and all the other circumstances of the case.
(3) Where a tangible object is damaged, compensation equal to its depre-
ciation of value is to be awarded instead of the cost of its repair if the
cost of repair unreasonably exceeds the depreciation of value. This rule
applies to animals only if appropriate, having regard to the purpose for
which the animal was kept.
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(4) As an alternative to reinstatement under paragraph (1), but only where

this is reasonable, reparation may take the form of recovery from the
person accountable for the causation of the legally relevant damage of
any advantage obtained by the latter in connection with causing the
damage.
VI. – 6:102: De minimis rule

Trivial damage is to be disregarded.
VI. – 6:103: Equalisation of benefits

(1) Benefits arising to the person suffering legally relevant damage as a
result of the damaging event are to be disregarded unless it would be
fair and reasonable to take them into account.
(2) In deciding whether it would be fair and reasonable to take the benefits
into account, regard shall be had to the kind of damage sustained, the
nature of the accountability of the person causing the damage and,
where the benefits are conferred by a third person, the purpose of con-
ferring those benefits.
VI. – 6:104: Multiple injured persons

Where multiple persons suffer legally relevant damage and reparation to
one person will also make reparation to another, the rules in Book III, Chap-
ter 4, Section 2 (Plurality of creditors) apply with appropriate adaptations to
their rights to reparation.
VI. – 6:105: Solidary liability

Where several persons are liable for the same legally relevant damage, they
are liable solidarily.
VI. – 6:106: Assignment of right to reparation

The injured person may assign a right to reparation, including a right to
reparation for non-economic loss.
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Chapter 6: Remedies VI. – 6:301
Section 2:
Compensation
VI. – 6:201: Injured person’s right of election

The injured person may choose whether or not to spend compensation on
the reinstatement of the damaged interest.
VI. – 6:202: Reduction of liability

Where it is fair and reasonable to do so, a person may be relieved of liability
to compensate, either wholly or in part, if, where the damage is not caused
intentionally, liability in full would be disproportionate to the accountabil-
ity of the person causing the damage or the extent of the damage or the
means to prevent it.
VI. – 6:203: Capitalisation and quantification

(1) Compensation is to be awarded as a lump sum unless a good reason
requires periodical payment.
(2) National law determines how compensation for personal injury and
non-economic loss is to be quantified.
VI. – 6:204: Compensation for injury as such

Injury as such is to be compensated independent of compensation for eco-
nomic or non-economic loss.
Section 3:
Prevention
VI. – 6:301: Right to prevention

(1) The right to prevention exists only in so far as:
(a) reparation would not be an adequate alternative remedy; and
(b) it is reasonable for the person who would be accountable for the
causation of the damage to prevent it from occurring.
(2) Where the source of danger is an object or an animal and it is not
reasonably possible for the endangered person to avoid the danger the
right to prevention includes a right to have the source of danger re-
moved.
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VI. – 6:302: Liability for loss in preventing damage

A person who has reasonably incurred expenditure or sustained other loss
in order to prevent that person from suffering an impending damage, or in
order to limit the extent or severity of damage suffered, has a right to com-
pensation from the person who would have been accountable for the cau-
sation of the damage.
Chapter 7:
Ancillary rules
VI. – 7:101: National constitutional laws

The provisions of this Book are to be interpreted and applied in a manner
compatible with the constitutional law of the court.
VI. – 7:102: Statutory provisions

National law determines what legal provisions are statutory provisions.
VI. – 7:103: Public law functions and court proceedings

This Book does not govern the liability of a person or body arising from the
exercise or omission to exercise public law functions or from performing
duties during court proceedings.
VI. – 7:104: Liability of employees, employers, trade unions

and employers’ associations
This Book does not govern the liability of:
(a) employees (whether to co-employees, employers or third parties) aris-
ing in the course of employment;
(b) employers to employees arising in the course of employment; and
(c) trade unions and employers’ associations arising in the course of in-
dustrial dispute.
VI. – 7:105: Reduction or exclusion of liability

to indemnified persons
If a person is entitled from another source to reparation, whether in full or
in part, for that person’s damage, in particular from an insurer, fund or
other body, national law determines whether or not by virtue of that enti-
tlement liability under this Book is limited or excluded.
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Book VII
Chapter 1:
General
VII. – 1:101: Basic rule

(1) A person who obtains an unjustified enrichment which is attributable
to another’s disadvantage is obliged to that other to reverse the enrich-
ment.
(2) This rule applies only in accordance with the following provisions of
this Book.
Chapter 2:
When enrichment unjustified
VII. – 2:101: Circumstances in which an enrichment is unjustified

(1) An enrichment is unjustified unless:
(a) the enriched person is entitled as against the disadvantaged person
to the enrichment by virtue of a contract or other juridical act, a
court order or a rule of law; or
(b) the disadvantaged person consented freely and without error to
the disadvantage.
(2) If the contract or other juridical act, court order or rule of law referred to
in paragraph (1)(a) is void or avoided or otherwise rendered ineffective
retrospectively, the enriched person is not entitled to the enrichment
on that basis.
(3) However, the enriched person is to be regarded as entitled to an en-
richment by virtue of a rule of law only if the policy of that rule is that
the enriched person is to retain the value of the enrichment.
(4) An enrichment is also unjustified if:
(a) the disadvantaged person conferred it:
(i) for a purpose which is not achieved; or
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VII. – 2:102 Book VII
(ii) with an expectation which is not realised;

(b) the enriched person knew of, or could reasonably be expected to
know of, the purpose or expectation; and
(c) the enriched person accepted or could reasonably be assumed to
have accepted that the enrichment must be reversed in such cir-
cumstances.
VII. – 2:102: Performance of obligation to third person

Where the enriched person obtains the enrichment as a result of the dis-
advantaged person performing an obligation or a supposed obligation
owed by the disadvantaged person to a third person, the enrichment is
justified if:
(a) the disadvantaged person performed freely; or
(b) the enrichment was merely the incidental result of performance of the
obligation.
VII. – 2:103: Consenting or performing freely

(1) If the disadvantaged person’s consent is affected by incapacity, fraud,
coercion, threats or unfair exploitation, the disadvantaged person does
not consent freely.
(2) If the obligation which is performed is ineffective because of incapacity,
fraud, coercion, threats or unfair exploitation, the disadvantaged per-
son does not perform freely.
Chapter 3:
Enrichment and disadvantage
VII. – 3:101: Enrichment

(1) A person is enriched by:
(a) an increase in assets or a decrease in liabilities;
(b) receiving a service or having work done; or
(c) use of another’s assets.
(2) In determining whether and to what extent a person obtains an en-
richment, no regard is to be had to any disadvantage which that person
sustains in exchange for or after the enrichment.
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Chapter 4: Attribution VII. – 4:102
VII. – 3:102: Disadvantage

(1) A person is disadvantaged by:
(a) a decrease in assets or an increase in liabilities;
(b) rendering a service or doing work; or
(c) another’s use of that person’s assets.
(2) In determining whether and to what extent a person sustains a disad-
vantage, no regard is to be had to any enrichment which that person
obtains in exchange for or after the disadvantage.
Chapter 4:
Attribution
VII. – 4:101: Instances of attribution

An enrichment is attributable to another’s disadvantage in particular
where:
(a) an asset of that other is transferred to the enriched person by that
other;
(b) a service is rendered to or work is done for the enriched person by that
other;
(c) the enriched person uses that other’s asset, especially where the en-
riched person infringes the disadvantaged person’s rights or legally pro-
tected interests;
(d) an asset of the enriched person is improved by that other; or
(e) the enriched person is discharged from a liability by that other.
VII. – 4:102: Indirect representation

Where a representative does a juridical act on behalf of a principal but in
such a way that the representative is, but the principal is not, a party to the
juridical act, any enrichment or disadvantage of the principal which results
from the juridical act, or from a performance of obligations under it, is to be
regarded as an enrichment or disadvantage of the representative.
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VII. – 4:103: Debtor’s performance to a non-creditor; onward

transfer in good faith
(1) An enrichment is also attributable to another’s disadvantage where a
debtor confers the enrichment on the enriched person and as a result
the disadvantaged person loses a right against the debtor to the same
or a like enrichment.
(2) Paragraph (1) applies in particular where a person who is obliged to the
disadvantaged person to reverse an unjustified enrichment transfers it
to a third person in circumstances in which the debtor has a defence
under VII. – 6:101 (Disenrichment).
VII. – 4:104: Ratification of debtor’s performance to a non-creditor

(1) Where a debtor purports to discharge a debt by paying a third person,
the creditor may ratify that act.
(2) Ratification extinguishes the creditor’s right against the debtor to the
extent of the payment with the effect that the third person’s enrich-
ment is attributable to the creditor’s loss of the right against the debtor.
(3) As between the creditor and the third person, ratification does not
amount to consent to the loss of the creditor’s right against the debtor.
(4) This Article applies correspondingly to performances of non-monetary
obligations.
(5) Other rules may exclude the application of this Article if an insolvency
or equivalent proceeding has been opened against the debtor before
the creditor ratifies.
VII. – 4:105: Attribution resulting from an act of an intervener

(1) An enrichment is also attributable to another’s disadvantage where a
third person uses an asset of the disadvantaged person without author-
ity so that the disadvantaged person is deprived of the asset and it
accrues to the enriched person.
(2) Paragraph (1) applies in particular where, as a result of an intervener’s
interference with or disposition of goods, the disadvantaged person
ceases to be owner of the goods and the enriched person becomes
owner, whether by juridical act or rule of law.
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Chapter 5: Reversal of Enrichment VII. – 5:101
VII. – 4:106: Ratification of intervener’s acts

(1) A person entitled to an asset may ratify the act of an intervener who
purports to dispose of or otherwise uses that asset in a juridical act
with a third person.
(2) The ratified act has the same effect as a juridical act by an authorised
representative. As between the person ratifying and the intervener, ra-
tification does not amount to consent to the intervener’s use of the
asset.
VII. – 4:107: Where type or value not identical

An enrichment may be attributable to another’s disadvantage even though
the enrichment and disadvantage are not of the same type or value.
Chapter 5:
Reversal of Enrichment
VII. – 5:101: Transferable enrichment

(1) Where the enrichment consists of a transferable asset, the enriched
person reverses the enrichment by transferring the asset to the disad-
vantaged person.
(2) Instead of transferring the asset, the enriched person may choose to
reverse the enrichment by paying its monetary value to the disadvan-
taged person if a transfer would cause the enriched person unreason-
able effort or expense.
(3) If the enriched person is no longer able to transfer the asset, the en-
riched person reverses the enrichment by paying its monetary value to
the disadvantaged person.
(4) However, to the extent that the enriched person has obtained a sub-
stitute in exchange, the substitute is the enrichment to be reversed if:
(a) the enriched person is in good faith at the time of disposal or loss
and the enriched person so chooses; or
(b) the enriched person is not in good faith at the time of disposal or
loss, the disadvantaged person so chooses and the choice is not
inequitable.
(5) The enriched person is in good faith if that person neither knew nor
could reasonably be expected to know that the enrichment was or was
likely to become unjustified.
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VII. – 5:102: Non-transferable enrichment

(1) Where the enrichment does not consist of a transferable asset, the
enriched person reverses the enrichment by paying its monetary value
to the disadvantaged person.
(2) The enriched person is not liable to pay more than any saving if the
enriched person:
(a) did not consent to the enrichment; or
(b) was in good faith.
(3) However, where the enrichment was obtained under an agreement
which fixed a price or value for the enrichment, the enriched person
is at least liable to pay that sum if the agreement was void or voidable
for reasons which were not material to the fixing of the price.
(4) Paragraph (3) does not apply so as to increase liability beyond the
monetary value of the enrichment.
VII. – 5:103: Monetary value of an enrichment; saving

(1) The monetary value of an enrichment is the sum of money which a
provider and a recipient with a real intention of reaching an agreement
would lawfully have agreed as its price. Expenditure of a service pro-
vider which the agreement would require the recipient to reimburse is
to be regarded as part of the price.
(2) A saving is the decrease in assets or increase in liabilities which the
enriched person would have sustained if the enrichment had not been
obtained.
VII. – 5:104: Fruits and use of an enrichment

(1) Reversal of the enrichment extends to the fruits and use of the enrich-
ment or, if less, any saving resulting from the fruits or use.
(2) However, if the enriched person obtains the fruits or use in bad faith,
reversal of the enrichment extends to the fruits and use even if the
saving is less than the value of the fruits or use.
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Chapter 6: Defences VII. – 6:103
Chapter 6:
Defences
VII. – 6:101: Disenrichment

(1) The enriched person is not liable to reverse the enrichment to the ex-
tent that the enriched person has sustained a disadvantage by dispos-
ing of the enrichment or otherwise (disenrichment), unless the enri-
ched person would have been disenriched even if the enrichment had
not been obtained.
(2) However, a disenrichment is to be disregarded to the extent that:
(a) the enriched person has obtained a substitute;
(b) the enriched person was not in good faith at the time of disenrich-
ment, unless:
(i) the disadvantaged person would also have been disenriched
even if the enrichment had been reversed; or
(ii) the enriched person was in good faith at the time of enrich-
ment, the disenrichment was sustained before performance of
the obligation to reverse the enrichment was due and the dis-
enrichment resulted from the realisation of a risk for which the
enriched person is not to be regarded as responsible;
or
(c) paragraph (3) of VII. – 5:102 (Non-transferable enrichment) ap-
plies.
(3) Where the enriched person has a defence under this Article as against
the disadvantaged person as a result of a disposal to a third person, any
right of the disadvantaged person against that third person is unaffec-
ted.
VII. – 6:102: Juridical acts in good faith with third parties

The enriched person is also not liable to reverse the enrichment if:
(a) in exchange for that enrichment the enriched person confers another
enrichment on a third person; and
(b) the enriched person is still in good faith at that time.
VII. – 6:103: Illegality

Where a contract or other juridical act under which an enrichment is ob-
tained is void or avoided because of an infringement of a fundamental
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principle (within the meaning of II – 7:301 (Contracts infringing fundamen-

tal principles)) or mandatory rule of law, the enriched person is not liable to
reverse the enrichment to the extent that the reversal would contravene the
policy underlying the principle or rule.
Chapter 7:
Relation to other legal rules
VII. – 7:101: Other private law rights to recover

(1) The legal consequences of an enrichment which is obtained by virtue
of a contract or other juridical act are governed by other rules if those
rules grant or exclude a right to reversal of an enrichment, whether on
withdrawal, termination, price reduction or otherwise.
(2) This Book does not address the proprietary effect of a right to reversal
of an enrichment.
(3) This Book does not affect any other right to recover arising under con-
tractual or other rules of private law.
VII. – 7:102: Concurrent obligations

(1) Where the disadvantaged person has both:
(a) a right under this Book to the reversal of an unjustified enrichment;
and
(b) (i) a right to reparation for the disadvantage (whether against the
enriched person or a third party); or
(ii) a right to recover under other rules of private law as a result of
the unjustified enrichment,
the satisfaction of one of the rights reduces the other right by the same
amount.
(2) The same applies where a person uses an asset of the disadvantaged
person so that it accrues to another and under this Book:
(a) the user is liable to the disadvantaged person in respect of the use
of the asset; and
(b) the recipient is liable to the disadvantaged person in respect of the
increase in assets.
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Chapter 7: Relation to other legal rules VII. – 7:103
VII. – 7:103: Public law claims

This Book does not determine whether it applies to enrichments which a
person or body obtains or confers in the exercise of public law functions.
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Annex 1: Definitions
Advanced electronic signature
See under “electronic signature”.
Arbitral tribunal
See “Court”.
Assets
“Assets” means anything of economic value, including property;
rights having a monetary value; and goodwill.
Assignment
“Assignment”, in relation to a right, means the transfer of the right
by one person, the “assignor”, to another, “the assignee”.
Authorisation
The “authorisation” of a representative is the granting or maintain-
ing of the representative’s authority.
Authority
“Authority”, in relation to a representative acting for a principal, is
the power to affect the principal’s legal position.
Avoidance
“Avoidance” of a juridical act or legal relationship is the process
whereby a party or, as the case may be, a court invokes a ground of
invalidity so as to make the act or relationship, which has been valid
until that point, retrospectively ineffective from the beginning.
Barter, contract for

A contract for the “barter” of goods is a contract under which each
party undertakes to transfer the ownership of goods, either immedi-
ately on conclusion of the contract or at some future time, in return
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for the transfer of ownership of other goods. Each party is considered

to be the buyer with respect to the goods to be received and the seller
with respect to the goods or assets to be transferred.
Benevolent intervention in another’s affairs

“Benevolent intervention in another’s affairs” is the process (some-
times known as negotiorum gestio) whereby a person, the intervener,
acts with the predominant intention of benefiting another, the prin-
cipal, but without being authorised or bound to do so.
Business
“Business” means any natural or legal person, irrespective of whether
publicly or privately owned, who is acting for purposes relating to the
person’s self-employed trade, work or profession, even if the person
does not intend to make a profit in the course of the activity.
Capitalisation of interest
“Capitalisation of interest” is the process whereby accrued interest is
added to capital.
Claim
A “claim” is a demand for something based on the assertion of a
right.
Claimant
A “claimant” is a person who makes, or who has grounds for making,
a claim.
Clause
“Clause” refers to a provision in a document. A clause, unlike a
“term”, is always in textual form.
Co-debtorship for security purposes

A “co-debtorship for security purposes” is an obligation owed by two
or more debtors in which one of the debtors, the security provider,
assumes the obligation primarily for purposes of security towards the
creditor.
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Definitions
Commercial agency
A “commercial agency” is the legal relationship arising from a con-
tract under which one party, the commercial agent, agrees to act on a
continuing basis as a self-employed intermediary to negotiate or to
conclude contracts on behalf of another party, the principal, and the
principal agrees to remunerate the agent for those activities.
Compensation
“Compensation” means reparation in money.
Condition
A “condition” is a provision which makes a legal relationship or
effect depend on the occurrence or non-occurrence of an uncertain
future event. A condition may be suspensive or resolutive.
Conduct
“Conduct” means voluntary behaviour of any kind, verbal or non-
verbal: it includes a single act or a number of acts, behaviour of a
negative or passive nature (such as accepting something without
protest or not doing something) and behaviour of a continuing or
intermittent nature (such as exercising control over something).
Construction, contract for

A contract for construction is a contract under which one party, the
constructor, undertakes to construct something for another party, the
client, or to materially alter an existing building or other immovable
structure for a client.
Consumer
A “consumer” means any natural person who is acting primarily for
purposes which are not related to his or her trade, business or profes-
sion.
Consumer contract for sale

A “consumer contract for sale” is a contract under which a business
sells goods to a consumer.
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Contract
A “contract” is an agreement which gives rise to, or is intended to
give rise to, a binding legal relationship or which has, or is intended
to have, some other legal effect. It is a bilateral or multilateral jur-
idical act.
Contractual obligation
A “contractual obligation” is an obligation which arises from a con-
tract, whether from an express term or an implied term or by opera-
tion of a rule of law imposing an obligation on a contracting party as
such.
Contractual relationship
A “contractual relationship” is a legal relationship resulting from a
contract.
Corporeal
“Corporeal”, in relation to property, means having a physical exist-
ence in solid, liquid or gaseous form.
Costs
“Costs” includes expenses.
Counter-performance
A “counter-performance” is a performance which is due in exchange
for another performance.
Court
“Court” includes an arbitral tribunal.
Creditor
A “creditor” is a person who has a right to performance of an ob-
ligation, whether monetary or non-monetary, by another person, the
debtor.
Damage
“Damage” means any type of detrimental effect. It includes loss and
injury.
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Definitions
Damages
“Damages” means a sum of money to which a person may be entitled,
or which a person may be awarded by a court, as compensation for
some specified type of damage.
Debtor
A “debtor” is a person who has an obligation, whether monetary or
non-monetary, to another person, the creditor.
Defence
A “defence” to a claim is a legal objection or a factual argument,
other than a mere denial of an element which the claimant has to
prove, which if asserted defeats the claim in whole or in part.
Delivery
“Delivery” to a person, for the purposes of any obligation to deliver
corporeal movable property, means handing it over or otherwise
transferring physical control over it to that person, or taking steps
to ensure that that person can obtain physical control over it.
Dependent personal security

A “dependent personal security” is an obligation by a security pro-
vider which is assumed in favour of a creditor in order to secure a
present or future obligation of the debtor owed to the creditor and
performance of which is due only if, and to the extent that, perform-
ance of the latter obligation is due.
Design, contract for

A contract for design is a contract under which one party, the de-
signer, undertakes to design for another party, the client, an immo-
vable structure which is to be constructed by or on behalf of the
client or a movable or incorporeal thing or service which is to be
constructed or performed by or on behalf of the client.
Distribution contract
A “distribution contract” is a contract under which one party, the
supplier, agrees to supply the other party, the distributor, with pro-
ducts on a continuing basis and the distributor agrees to purchase
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Annex 1
them, or to take and pay for them, and to supply them to others in
the distributor’s name and on the distributor’s behalf.
Distributorship
A “distributorship” is the legal relationship arising from a distribu-
tion contract.
Divided obligation
An obligation owed by two or more debtors is a “divided obligation”
when each debtor is bound to render only part of the performance
and the creditor may require from each debtor only that debtor’s
part.
Divided right
A right to performance held by two or more creditors is a “divided
right” when the debtor owes each creditor only that creditor’s share
and each creditor may require performance only of that creditor’s
share.
Durable medium
A “durable medium” means any material on which information is
stored so that it is accessible for future reference for a period of time
adequate to the purposes of the information, and which allows the
unchanged reproduction of this information.
Duty
A person has a “duty” to do something if the person is bound to do it
or expected to do it according to an applicable normative standard of
conduct. A duty may or may not be owed to a specific creditor. A
duty is not necessarily an aspect of a legal relationship. There is not
necessarily a sanction for breach of a duty. All obligations are duties,
but not all duties are obligations.
Economic loss
See “Loss”.
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Definitions
Electronic
“Electronic” means relating to technology with electrical, digital,
magnetic, wireless, optical, electromagnetic, or similar capabil-
ities.
Electronic signature
An “electronic signature” means data in electronic form which are
attached to, or logically associated with, other data and which serve
as a method of authentication.
An “advanced electronic signature” means an electronic signature
which is (a) uniquely linked to the signatory (b) capable of identify-
ing the signatory (c) created using means which can be maintained
under the signatory’s sole control; and (d) linked to the data to which
it relates in such a manner that any subsequent change of the data is
detectable.
Franchise
A “franchise” is the legal relationship arising from a contract under
which one party, the franchisor, grants the other party, the franchi-
see, in exchange for remuneration, the right to conduct a business
(franchise business) within the franchisor’s network for the purposes
of supplying certain products on the franchisee’s behalf and in the
franchisee’s name, and whereby the franchisee has the right and the
obligation to use the franchisor’s trade name or trade mark or other
intellectual property rights, know-how and business method.
Fraudulent
A misrepresentation is fraudulent if it is made with knowledge or
belief that it is false and is intended to induce the recipient to make a
mistake to the recipient’s prejudice. A non-disclosure is fraudulent if
it is intended to induce the person from whom the information is
withheld to make a mistake to that person’s prejudice.
Fundamental non-performance
A non-performance of a contractual obligation is fundamental if (a)
it substantially deprives the creditor of what the creditor was entitled
to expect under the contract, as applied to the whole or relevant part
of the performance, unless at the time of conclusion of the contract
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the debtor did not foresee and could not reasonably be expected to
have foreseen that result or (b) it is intentional or reckless and gives
the creditor reason to believe that the debtor’s future performance
cannot be relied on.
Global security
A “global security” is a security which is assumed in order to secure
all the debtor’s obligations towards the creditor or the debit balance
of a current account or a security of a similar extent.
Good faith and fair dealing

“Good faith and fair dealing” refers to an objective standard of con-
duct. “Good faith” on its own may refer to a subjective mental atti-
tude, often characterised by an absence of knowledge of something
which, if known, would adversely affect the morality of what is
done.
Goods
“Goods” means corporeal movables. It includes ships, vessels, hover-
craft or aircraft, space objects, animals, liquids and gases. See also
“movables”.
Gross negligence
There is “gross negligence” if a person is guilty of a profound failure
to take such care as is self-evidently required in the circumstances.
Handwritten signature
A “handwritten signature” means the name of, or sign representing, a
person written by that person’s own hand for the purpose of authen-
tication.
Immovable property
“Immovable property” means land and anything so attached to land
as not to be subject to change of place by usual human action.
Incorporeal
“Incorporeal”, in relation to property, means not having a physical
existence in solid, liquid or gaseous form.
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Definitions
Indemnify
“Indemnify” means make such payment to a person as will ensure
that that person suffers no loss.
Independent personal security

An “independent personal security” is an obligation by a security
provider which is assumed in favour of a creditor for the purposes of
security and which is expressly or impliedly declared not to depend
upon another person’s obligation owed to the creditor.
Ineffective
“Ineffective” in relation to a contract or other juridical act means
having no effect, whether that state of affairs is temporary or perma-
nent, general or restricted.
Injured person
An “injured person” for the purposes of Book VI is a person who has
suffered damage. The term is not, unless the context so requires,
confined to a person who has suffered personal injury.
Insolvency administrator
An “insolvency administrator” is a person or body, including one
appointed on an interim basis, authorised in an insolvency proceed-
ing to administer the reorganisation or liquidation of the insolvent
person’s assets or affairs.
Insolvency proceeding
An “insolvency proceeding” means a collective judicial or adminis-
trative proceeding, including an interim proceeding, in which the
assets and affairs of a person who is, or who is believed to be, insol-
vent are subject to control or supervision by a court or other com-
petent authority for the purpose of reorganisation or liquidation.
Intangible
See “Incorporeal”.
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Interest
“Interest” means simple interest without any assumption that it will
be capitalised from time to time.
Invalid
“Invalid” in relation to a juridical act or legal relationship means that
the act or relationship is void or has been avoided.
Joint obligation
An obligation owed by two or more debtors is a “joint obligation”
when all the debtors are bound to render the performance together
and the creditor may require it only from all of them.
Joint right
A right to performance held by two or more creditors is a “joint
right” when the debtor must perform to all the creditors and any
creditor may require performance only for the benefit of all.
Juridical act
A “juridical act” is any statement or agreement or declaration of
intention, whether express or implied from conduct, which has or
is intended to have legal effect as such. It may be unilateral, bilateral
or multilateral.
Keeper
A keeper, in relation to an animal, vehicle or substance, is the person
who has the beneficial use or physical control of it for that person’s
own benefit and who exercises the right to control it or its use.
Lease (of goods)

A “lease” of goods is the legal relationship arising from a contract
under which one party, the lessor, undertakes to provide the other
party, the lessee, with a temporary right of use of goods in exchange
for rent. The rent may be in the form of money or other value.
Liable
A person is “liable” for damage if the person is under an obligation to
make reparation for the damage.
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Definitions
Loss
“Loss” includes economic and non-economic loss. “Economic loss”
includes loss of income or profit, burdens incurred and a reduction in
the value of property. “Non-economic loss” includes pain and suffer-
ing and impairment of the quality of life.
Mandate
The “mandate” of a representative is the authorisation and instruc-
tion given by the principal, as modified by any subsequent direc-
tion.
Mandate contract
A mandate contract is a contract under which one party, the repre-
sentative, has a mandate to conclude a contract between another
party, the principal, and a third party or otherwise affect the legal
position of the principal in relation to a third party.
Merger of debts
A “merger of debts” means that the attributes of debtor and creditor
are united in the same person in the same capacity.
Merger clause
A “merger clause” is a clause in a written contract stating that the
writing embodies all the terms of the contract.
Movables
“Movables” means corporeal and incorporeal property other than
immovable property.
Must
“Must”, when used of a person (e. g. “the lessor must”), means that
the person has an obligation unless otherwise indicated. “Must”,
when used of a thing (e. g. “the goods must”), indicates a require-
ment.
Negligence
There is “negligence” if a person does not meet the standard of care
which could reasonably be expected in the circumstances.
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Non-economic loss
See “Loss”.
Non-performance
“Non-performance”, in relation to an obligation, means any failure
to perform the obligation, whether or not excused. It includes de-
layed performance and defective performance.
Notice
“Notice” includes the communication of a promise, offer, acceptance
or other juridical act.
Obligation
An obligation is a duty to perform which one party to a legal rela-
tionship, the debtor, owes to another party, the creditor.
Ownership
“Ownership” is the most absolute right a person, the owner, can have
over property, including the exclusive right, so far as consistent with
applicable laws or rights granted by the owner, to use, enjoy, modify,
destroy, dispose of and recover the property.
Performance
“Performance”, in relation to an obligation, is the doing by the debt-
or of what is to be done under the obligation or the not doing by the
debtor of what is not to be done.
Person
“Person” means a natural or legal person.
Prescription
“Prescription”, in relation to the right to performance of an obliga-
tion, is the legal effect whereby the lapse of a prescribed period of
time entitles the debtor to refuse performance.
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Definitions
Presumption
A “presumption”, means that the existence of a known fact allows
the deduction that an unknown fact should be held true, until the
contrary is demonstrated.
Price
The “price” is what is due by the debtor under a monetary obligation,
in exchange for something supplied or provided, expressed in a cur-
rency which the law recognises as such.
Processing, contract for

A contract for processing is a contract under which one party, the
processor, undertakes to perform a service on an existing movable or
incorporeal thing or to an immovable structure for another party, the
client (except where the service is construction work on an existing
building or other immovable structure).
Producer
“Producer” includes, in the case of something made, the maker or
manufacturer; in the case of raw material, the person who abstracts
or wins it; and in the case of something grown, bred or raised, the
grower, breeder or raiser.
Property
“Property” means anything which can be owned: it may be movable
or immovable, corporeal or incorporeal.
Proprietary security
A “proprietary security” covers security rights in all kinds of property,
whether movable or immovable, corporeal or incorporeal.
Ranking
“Ranking”, in relation to claims, means putting the claims in an
order of preference or subordination.
Ratify
“Ratify” means confirm with legal effect.
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Reasonable
What is “reasonable” is to be objectively ascertained, having regard
to the nature and purpose of what is being done, to the circumstances
of the case and to any relevant usages and practices.
Recklessness
A person is “reckless” if the person knows of an obvious and serious
risk of proceeding in a certain way but nonetheless voluntarily pro-
ceeds without caring whether or not the risk materialises.
Reparation
“Reparation” means compensation or another appropriate measure
to reinstate the person suffering damage in the position that person
would have been in had the damage not occurred.
Representative
A “representative” is a person who has authority to affect the legal
position of another person, the principal, in relation to a third party
by acting on behalf of the principal.
Requirement
A “requirement” is something which is needed before a particular
result follows or a particular right can be exercised.
Resolutive
A condition is “resolutive” if it causes a legal relationship or effect to
come to an end when the condition is satisfied.
Revocation
“Revocation”, means (a) in relation to a juridical act, its recall by a
person or persons having the power to recall it, so that it no longer
has effect and (b) in relation to something conferred or transferred,
its recall, by a person or persons having power to recall it, so that it
comes back or must be returned to the person who conferred it or
transferred it.
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Definitions
Right
“Right”, depending on the context, may mean (a) the correlative of
an obligation or liability (as in “a significant imbalance in the par-
ties’ rights and obligations arising under the contract”); (b) a pro-
prietary right (such as the right of ownership); (c) a personality right
(as in a right to respect for dignity, or a right to liberty and privacy);
(d) a legally conferred power to bring about a particular result (as in
“the right to avoid” a contract); (e) an entitlement to a particular
remedy (as in a right to have performance of a contractual obligation
judicially ordered) or (f) an entitlement to do or not to do something
affecting another person’s legal position without exposure to adverse
consequences ( as in a “right to withhold performance of the reci-
procal obligation”).
Sale, contract for

A contract for the “sale” of goods is a contract under which one
party, the seller, undertakes to another party, the buyer, to transfer
the ownership of the goods to the buyer, or to a third person, either
immediately on conclusion of the contract or at some future time,
and the buyer undertakes to pay the price.
Services, contract for

A contract for services is a contract under which one party, the
service provider, undertakes to supply a service to the other party,
the client.
Set-off
“Set-off” is the process by which a debtor may reduce the amount
owed to the creditor by an amount owed to the debtor by the cred-
itor.
Signature
“Signature” includes a handwritten signature, an electronic signature
or an advanced electronic signature.
Solidary obligation
An obligation owed by two or more debtors is a “solidary obligation”
when all the debtors are bound to render one and the same perform-
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ance and the creditor may require it from any one of them until there
has been full performance.
Solidary right
A right to performance held by two or more creditors is a “solidary
right” when any of the creditors may require full performance from
the debtor and the debtor may render performance to any of the
creditors.
Standard terms
“Standard terms” are terms which have been formulated in advance
for several transactions involving different parties, and which have
not been individually negotiated by the parties.
Storage, contract for

A contract for storage is a contract under which one party, the storer,
undertakes to store a movable or incorporeal thing for another party,
the client.
Subrogation
“Subrogation” is the process by which a person who has made a
payment or performance to another person acquires by operation of
law that person’s rights against a third person.
Substitution
“Substitution” of a new debtor is the process whereby, with the agree-
ment of the creditor, a third party is substituted for the debtor, the
contract remaining in force.
Supply
To “supply” goods means to make them available to another person,
whether by sale, gift, barter, lease or other means: to “supply” services
means to provide them to another person, whether or not for a price.
Unless otherwise stated, “supply” covers the supply of goods and
services.
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Definitions
Suspensive
A condition is “suspensive” if it prevents a legal relationship or effect
from coming into existence until the condition is satisfied.
Term
“Term” means any provision, express or implied, of a contract or
other juridical act, of a law, of a court order or of a legally binding
usage or practice: it includes a condition.
Termination
“Termination”, in relation to an existing right, obligation or legal
relationship, means bringing it to an end with prospective effect
except in so far as otherwise provided.
Textual form
In “textual form”, in relation to a statement, means expressed in
alphabetical or other intelligible characters by means of any support
which permits reading, recording of the information contained in
the statement and its reproduction in tangible form.
Transfer of contractual position

“Transfer of contractual position” is the process whereby, with the
agreement of all three parties, a new party replaces an existing party
to a contract, taking over the rights, obligations and entire contrac-
tual position of that party.
Treatment, contract for

A contract for treatment is a contract under which one party, the
treatment provider, undertakes to provide medical treatment for an-
other party, the patient, or to provide any other service in order to
change the physical or mental condition of a person.
An “unjustified enrichment” is an enrichment which is not legally
justified, with the result that, if it is obtained by one person and is
attributable to another’s disadvantage, the first person may, subject
to legal rules and restrictions, be obliged to that other to reverse the
enrichment.
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Annex 1
Valid
“Valid”, in relation to a juridical act or legal relationship, means that
the act or relationship is not void and has not been avoided.
Void
“Void”, in relation to a juridical act or legal relationship, means that
the act or relationship is automatically of no effect from the begin-
ning.
Voidable
“Voidable”, in relation to a juridical act or legal relationship, means
that the act or relationship is subject to a defect which renders it
liable to be avoided and hence rendered retrospectively of no ef-
fect.
Withdraw
A right to “withdraw” from a contract or other juridical act is a right
to terminate the legal relationship arising from the contract or other
juridical act, without having to give any reason for so doing and
without incurring any liability for non-performance of the obliga-
tions arising from that contract or juridical act. The right is exerci-
sable only within a limited period (in these rules, normally 14 days)
and is designed to give the entitled party (normally a consumer) an
additional time for reflection. The restitutionary and other effects of
exercising the right are determined by the rules regulating it.
Withholding performance
“Withholding performance”, as a remedy for non-performance of a
contractual obligation, means that one party to a contract may de-
cline to render due counter-performance until the other party has
tendered performance or has performed.
Writing
In “writing” means in textual form, on paper or another durable
medium and in directly legible characters.
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Annex 2: Computation of time
(1) Subject to the following provisions of this Annex:

(a) a period expressed in hours starts at the beginning of the first
hour and ends with the expiry of the last hour of the peri-
od;
(b) a period expressed in days starts at the beginning of the first
hour of the first day and ends with the expiry of the last hour
of the last day of the period;
(c) a period expressed in weeks, months or years starts at the
beginning of the first hour of the first day of the period, and
ends with the expiry of the last hour of whichever day in the
last week, month or year is the same day of the week, or falls
on the same date, as the day from which the period runs. If,
in a period expressed in months or in years, the day on
which it should expire does not occur in the last month,
the period ends with the expiry of the last hour of the last
day of that month;
(d) if a period includes part of a month, the month is considered
to have thirty days for the purpose of calculating the length
of the part.
(2) Where a period is to be calculated from a specified event or

action, then:
(a) if the period is expressed in hours, the hour during which the
event occurs or the action takes place is not considered to
fall within the period in question; and
(b) if the period is expressed in days, weeks, months or years,
the day during which the event occurs or the action takes
place is not considered to fall within the period in ques-
tion.
(3) Where a period is to be calculated from a specified time, then:
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Annex 2
(a) if the period is expressed in hours, the first hour of the period
is considered to begin at the specified time; and
(b) if the period is expressed in days, weeks, months or years,
the day during which the specified time arrives is not con-
sidered to fall within the period in question.
(4) The periods concerned include Saturdays, Sundays and public

holidays, save where these are expressly excepted or where the
periods are expressed in working days.
(5) Where the last day of a period expressed otherwise than in hours
is a Saturday, Sunday or public holiday at the place where a
prescribed act is to be done, the period ends with the expiry of
the last hour of the following working day. This provision does
not apply to periods calculated retroactively from a given date or
event.
(6) Any period of two days or more is regarded as including at least

two working days.
(7) Where a person sends another person a written document which

sets a period of time within which the addressee has to reply or
take other action but does not state when the period is to begin,
then, in the absence of indications to the contrary, the period is
calculated from the date stated as the date of the document or, if
no date is stated, from the moment the document reaches the
addressee.
(8) In this Annex:

“public holiday” with reference to a member state, or part of a mem-
ber state, of the European Union means any day designated as such
for that state or part in a list published in the official journal;
“working days” means all days other than Saturdays, Sundays and
public holidays.
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Index
Abandonment VI.-3:208 Children, damage caused

Ability to pay III.-5:112 by VI.-3:104
Acceptance Introd. 52; Contributory fault VI.-5:102
II.-4:204-211; Annex 1 “Notice” Emissions VI.-3:206
Assent to an offer, definite Employees, damages caused
II.-4:208 by VI.-3:201; VI.-5:102
Commercial agency Immovable, unsafe state
IV.E.-3:308 VI.-3:202
Conditional II.-4:208 Intention VI.-3:101
Conduct II.-4:205 Minors VI.-3:103
Early performance III.-2:103 Motor vehicles VI.-3:205
Inactivity II.-4:204 Negligence VI.-3:102
Late II.-4:207 Parental care VI.-3:104
Modified II.-4:208 Parents VI.-3:104
Personal security IV.G.-1:104 Producer of a product
Silence II.-4:204 VI.-3:204
Time limit II.-4:206 Representatives VI.-3:201;
Accessories IV.A.-2:301-302; VI.-5:102
IV.B.-3:102-103 Source of danger VI.-3:207;
Accommodation II.-5:201; VI.-4:101
IV.C.-5:110 Substances, dangerous
Account See also Accounting VI.-3:206
Current account IV.G.-1:101; Supervised persons VI.-3:104
IV.G.-1:108 Accountant, independent
Accountability for damage IV.E.-3:204; IV.E.-3:311
VI.-1:101; VI.-2:101; Accounting
VI.-3:101-104; VI.-3:201-208; Commercial agency
VI.-5:102 IV.E.-3:204; IV.E.-3:311
Abandonment VI.-3:208 Franchise IV.-4:304
Alternative causes VI.-4:103 Principal IV.E.-3:311
Animals, damage caused Acquis communautaire Introd.
by VI.-3:203; VI.-3:208 13, 60, 62-64, 66, 69-70, 73
351
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Index
Acquis Principles Introd. 58; see Variation by III.-1:108

also Consumer acquis Air VI.-2:209
Acting at own risk VI.-5:101 Aircraft Annex 1 “Goods”
Action plan on A More Coherent Animal Annex 1 “Goods”; see
European Contract also Fauna
Law Introd. 1, 60 Abandonment VI.-3:208
Way forward Introd. 47, 60 Damage caused by VI.-3:203;
Acts of assignment III.-5:102; VI.-3:208
III.-5:114; see also Assignment Damaged VI.-6:101
Formation III.-5:110 Keeper VI.-3:203; VI.-3:208;
Gratuitous III.-5:110 Annex 1
Security purpose III.-5:110 Source of danger VI.-6:302
Successive III.-5:114 Application See Uniformity of
Validity III.-5:110 application
Advanced electronic Arbitral tribunal Annex 1
signature I.-1:106; Annex 1 Arbitration proceedings
Advertisement II.-4:201; II.-9:411; III.-7:302
II.-9:102 Assets Annex 1
Advertising campaigns Decrease VII.-5:103
IV.E.-4:207; IV.E.-5:202 Enrichment VII.-4:101;
Advertising materials VII.-5:101
IV.E.-5:204 Increase VII.-7:102
Advice IV.C.-1:101; Assignability See Assignment
IV.C.-1:201; IV.E.-4:203; Assignee III.-5:102; III.-5:113
see also Information, Assignment Introd. 55;
contract for the provision of III.-5:101-102; III.-5:104;
Incorrect VI.-2:207 III.-5:114; Annex 1
Adviser IV.C.-7:103; see also Accessory right III.-5:105;
Information provider III.-5:115
Agent Annex 1 “Commercial Act of III.-5:102; III.-5:104;
agent” III.-5:110; III.-5:112;
Agreement Introd. 25; II.-9:101; III.-5:114; see also Acts of
see also Contract Assignment
Express II.-9:101 Assignability III.-5:104-105;
Negotiations II.-3:301 III.-5:107-109
Sufficient II.-4:101; II.-4:103 Consent III.-5:104;
Tacit II.-9:101 III.-5:108-109
Termination by III.-1:108 Defences III.-5:112; III.-5:116
352
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Index
Discharge of debtor III.-5:116; Rights, transfer of III.-5:112;

III.-5:118; III.-5:120; III.-5:115
III.-5:201-202 Security purpose III.-5:103;
Effects III.-5:113-117 III.-5:110
Entitlement to Security rights,
assign III.-5:104; supporting III.-5:115
III.-5:111-112 Set-off of assigned
Existence of right right III.-5:112; III.-5:116
assigned III.-5:104; Trust III.-5:103
III.-5:112 Undertakings by
Future right III.-5:106; assignor III.-5:112
III.-5:114 Unspecified right III.-5:106
Independent personal Assignor III.-5:102; III.-5:113
security IV.G.-3:108 Assistance IV.E.-4:203
Lease of goods IV.B.-7:102 Attachment III.-6:108
Monetary obligation III.-5:107 Auction II.-5:201
Non-monetary Audio recordings II.-5:201
obligation III.-5:107; Authentication I.-1:106;
III.-5:117 Annex 1 “Electronic signature”;
Notice of III.-5:104; Annex 1 “Handwritten signature”
III.-5:118-119 Authorisation Introd. 52;
Part of a right III.-5:102; II.-6:102-103; Annex 1
III.-5:107 Ending II.-6:112
Place of Express II.-6:103
performance III.-5:117 Implied II.-6:103
Primary right III.-5:115 Restriction II.-6:112
Priority III.-5:112; III.-5:120 Authority II.-6:102-103; Annex
Proceeds, transfer of III.-5:112 1
Prohibition, Acting without II.-6:102;
contractual III.-5:108; II.-6:107
III.-5:116 Delegation II.-6:104
Proof, adequate III.-5:119 Incidental acts II.-6:104
Protection of Lack of II.-6:107
debtor III.-5:118-119 Representative II.-6:102-104;
Reparation, right to VI.-6:106 II.-6:106; II.-6:112
Restriction III.-5:108; Automated commercial
III.-5:116 premises II.-5:201
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Index
Automatic vending Value III.-3:513; III.-3:515

machine II.-5:201 Value, recompense for reduction
Aval IV.G.-1:102 in III.-3:513
Avoidance II.-7:212; Annex 1 Benevolent intervention in
Coercion II.-7:206 another’s affairs Introd. 29,
Confirmation of the 32, 38, 45, 55; II.-3:401;
contract II.-7:211 V.-1:103; Annex 1
Damages II.-7:214 Another person’s
Effects II.-7:212; II.-7:303 duty V.-1:102
Fraud II.-7:205 Breach of duty V.-2:102
Mistake II.-7:201-203 Damage V.-2:102; VI.-5:202
Notice of II.-7:209-211 Duties during
Ownership of intervention V.-2:101-103
property II.-7:303 Goods, unsolicited II.-3:401
Partial II.-7:213 Intervener See Intervener
Principal II.-6:109 Intervention to benefit
Remedies II.-7:214-216 another V.-1:101
Rights to avoid Annex 1 Overriding public
“Right” interest V.-1:102
Threats II.-7:206 Principal See Principal
Unfair exploitation II.-7:207 Remuneration II.-3:102
Reparation V.-2:102
Baggage insurance Services, unsolicited II.-3:401
policies II.-5:201 Beverages II.-5:201;
Barter IV.A.-1:101; IV.A.-1:203; IV.C.-5:110
Annex 1 “Barter, contract for” Bills of exchange I.-1:101
Supply of goods Annex 1 Binding comfort
“Supply” letter IV.G.-2:101
Battle of forms II.-4:209 Subsidiary
Benefits liability IV.G.-2:106
Equalisation of VI.-6:103 Books of DCFR Introd. 43-49
Fruits received from III.-3:511 Brackets, square Introd. 79
Improvements III.-3:514 Breach of confidence VI.-2:205
Not transferable III.-3:511-513 Breeder Annex 1 “Producer”
Restitution III.-3:511-513 Building IV.C.-3:101; see also
Return due III.-3:515 Immovables
Transferable III.-3:511 Burden of proof II.-9:411
Use of III.-3:514
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Index
Consumer contract Buyer IV.A.-1:202; Annex 1

terms II.-9:411 “Sale, contract for”
Consumer goods Barter IV.A.-1:203
guarantee IV.A.-6:107 Damages IV.A.-4:201;
Consumer, information received IV.A.-4:203
by II.-3:104 Delivery, taking See Taking
Discrimination II.-2:105 delivery
Burdens incurred VI.-2:101; Documents IV.A.-3:101;
VI.-2:209; VI.-3:206 IV.A.-3:301
Business Introd. 27-28, 30; Obligations IV.A.-3:101-102
VI.-3:206; Annex 1 Payment of the
Address II.-3:106 price IV.A.-3:101
Identity II.-3:106 Remedies IV.A.-4:201
Impairment, Specification of the
unlawful VI.-2:208 goods IV.A.-3:102
Information Taking delivery IV.A.-3:101;
duties II.-3:101-107 IV.A.-3:301-302
Marketing II.-3:102 Withhold performance, right
Ordinary course of III.-2:108 to IV.A.-4:201
Place of III.-2:101
Statements, pre- Capacity See Legal capacity
contractual II.-9:102 Care VI.-3:102; VI.-5:401; see
Business also Standard of care
method IV.E.-4:303-304; Reasonably careful
Annex 1 “Franchise” person VI.-3:102-103
Business-to-business Carriage IV.A.-2:201
contracts II.-3:101 Catalogue II.-4:201
Confirmation of Catering II.-5:201
contract II.-4:210 Causation VI.-4:101
Lack of Alternative causes VI.-4:103
conformity IV.A.-4:302 Collaboration VI.-4:102
Limitation of Death VI.-4:101
liability IV.C.-4:108 Personal injury VI.-4:101
Unfairness II.-9:406; Change of circumstances Introd.
IV.C.-4:108 53; III.-1:110
Business-to-consumer Chat See Internet related chat
contracts II.-9:403 Chemicals VI.-3:206
Unfair terms II.-9:404 Cheques I.-1:101
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Index
Method of payment III.-2:108 Commercial agency Introd. 55;

Children, damage caused IV.E.-1:101; IV.E.-3:101; Annex
by VI.-3:103-104 1; see also Commercial agent
Circumstances, change of See Acceptance of negotiated
Change of circumstances contracts IV.E.-3:308
Claim Annex 1 Accounting IV.E.-3:204;
Ranking Annex 1 IV.E.-3:311
Claimant Annex 1 Commission IV.E.-3:301-305;
Clause Annex 1 IV.E.-3:310
Textual form Annex 1 “Clause” Confidentiality IV.E.-2:203
Cleaning IV.C.-4:101 Co-operation IV.E.-2:201
Client IV.C.-1:101 Damages IV.E.-2:302-303;
Competence IV.C.-7:108 IV.E.-2:305
Co-operation IV.C.-4:102 Definite period IV.E.-2:301
Design IV.C.-6:101 Del credere clause IV.E.-3:313
Directions IV.C.-2:107 Goodwill, indemnity
Duty to warn, pre- for IV.E.-2.305; IV.E.-3:312
contractual IV.C.-2:102 Indefinite
Information, contract for the period IV.E.-2:301-303
provision of IV.C.-7:101; Information during
IV.C.-7:108 performance IV.E.-2:202;
Knowledge IV.C.-7:108 IV.E.-3:203; IV.E.-3:307-308
Processing IV.C.-4:101-102 Information duty, pre-
Solvency IV.E.-3:203 contractual IV.E.-2:101
Storage IV.C.-5:101 Instructions IV.E.-3:202
Co-debtorship Materials IV.E.-2:306
Security Non-performance IV.E.-2:304
purposes IV.G.-1:101-102; Non-performance of negotiated
IV.G.-1:106 contracts IV.E.-3:308
Coercion II.-7:206; VII.-2:103 Period of
Damages II.-7:214 notice IV.E.-2:302-303
Remedies II.-7:215-216 Rejection of negotiated
Third persons II.-7:208 contracts IV.E.-3:308
Collaboration VI.-4:102 Remuneration IV.E.-3:306
Comfort letter See Binding Retention, right of IV.E.-2.401
comfort letter Spare parts IV.E.-2:306
Comments Introd. 14 Stock IV.E.-2:306
Termination IV.E.-2:301-304
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Index
Terms of the contract, document Compensation VI.-6:101;

on request IV.E.-2:402 VI.-6:201-204; Annex 1
Volume of contracts, Depreciation of
decreased IV.E.-3:309 value VI.-6:101
Withhold, right Disproportionate
to IV.E.-3:301-302 liability VI.-6:202
Commercial agent IV.E.-3:101; Election VI.-2:201
see also Commercial agency Lump sum VI.-6:203
Accounting IV.E.-3:204; Repair, cost of VI.-6:101
IV.E.-3:311 Competition, law of Introd.
Commission, entitlement 34-35; see also Unfair competition
to IV.E.-3:301 Computation of time I.-1:104;
Independence IV.E.-3:202 Annex 2
Inform, obligation Action, specified Annex 2
to IV.E.-3:203 Document reaching the
Successive agents IV.E.-3:303 addressee Annex 2
Commission IV.E.-3:301-305 Event, specified Annex 2
Del credere Time, specified Annex 2
commission IV.E.-3:313 Computer software See Software
Information on IV.E.-3:310 Condition Annex 1; Annex 1
Number of “Term”
contracts IV.E.-3:306 Resolutive III.-1:106; Annex 1
Payment IV.E.-3:304 Suspensive III.-1:106; Annex 1
Common Frame of Conduct Introd. 22; Annex 1
Reference Introd. 18-20, 60, Acceptance by II.-4:205
64-72, 75-76, 81 Acting at own risk Introd. 22;
Links to DCFR Introd. 41 VI.-5:101
Common Law Introd. 73 Damage, accountability
Communication of VI.-3:101
Commercial II.-3:102 Good faith and fair
Direct and immediate dealing Annex 1
distance II.-3:104 Intention to be legally
Distance II.-3:106; II.-5:201 bound II.-4:302
Late acceptance II.-4:207 Misrepresentation II.-7:205
Companies I.-1:101 Negligence VI.-3:102
Comparative law Introd. 2, 7, Confidence VI.-2:205
21, 55, 63-64 Confidentiality II.-3:302
Breach II.-3:302; VI.-2:205
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Index
Commercial Conformity IV.C.-3:104

agency IV.E.-2:203 Co-operation IV.C.-3:102
Distributorship IV.E.-2:203 Damage to structure, prevention
Franchise IV.E.-2:203 of IV.C.-3:103
Confirmation of the Destruction of
contract II.-4:210; II.-7:211 structure IV.C.-3:108
Conflict of interest Directions of the
Mandate IV.D.-5:101-102 client IV.C.-3:104
Representation II.-6:109 Inspection IV.C.-3:105
Conformity See also Non- Materials IV.C.-3:102;
conformity IV.C.-3:105
Construction IV.C.-3:104 Price, payment of IV.C.-3:107
Consumer contract II.-9:411; Risks IV.C.-3:108
IV.B.-3:105-106 Structure IV.C.-3:103-108
Design IV.C.-6:104 Structure, handing
Lease of over IV.C.-3:106;
goods IV.B.-3:102-106; IV.C.-3:108
IV.B.-4:103; IV.B.-4:106 Supervision IV.C.-3:105
Sale of goods IV.A.-2:301-309; Tools IV.C.-3:102;
IV.A.-4:202 IV.C.-3:105
Storage IV.C.-5:105 Withhold, right to IV.C.-3:107
StructureIV.C.-3:104 Construction work IV.C.-4:101
Time for Constructor IV.C.-3:101
establishing IV.A.-2:308 Consultations IV.C.-8:109
Withhold, right to IV.A.-4:201 Future IV.C.-8:109
Consent VI.-5:101 Consumer Annex 1
Disadvantage VII.-2:101 Death II.-9:411
Informed IV.C.-8:108 Disadvantage, significant
Revocation IV.C.-8:108 informational II.-3:103
Treatment IV.C.-8:108 Information II.-3:102
Constitutional law I.-1:102; Legal action, right to
VI.-7:101 take II.-9:411
Construction, contract Mandate IV.D.-5:101
for IV.C.-1:101; IV.C.-1:201; Personal injury II.-9:411
IV.C.-3:101; Annex 1; see also Personal
Service contracts security IV.G.-4:101-107
Acceptance IV.C.-3:105-106 Consumer acquis Introd. 60, 62,
Components IV.C.-3:102 69, 73
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Consumer contract IV.A.-1:204; Conformity of the

see also Consumer Law goods IV.B.-3:105-106
Communication, direct and Installation of the goods,
immediate incorrect IV.B.-3:105
distance II.-3:104 Liability, reduction
Conformity II.-9:411 of IV.B.-6:105
Damages II.-9:411 Remedies IV.B.-4:102
Directive on Unfair Terms in Consumer contract for
Consumer Contracts Introd. sale IV.A.-1:204; IV.A.-2:304;
74 IV.A.-4:102; IV.A.-4:301;
Distance, conclusion at Annex 1
a II.-3:106; II.-5:201 Carriage of the
Duration, fixed II.-9:411 goods IV.A.-2:202
Duration, Conformity of the
indeterminate II.-9:411 goods IV.A.-2:304;
Guarantee II.-9:411; see also IV.A.-2:308-309; IV.A.-4:202
Consumer goods guarantee Excess quantity IV.A.-3:302
Information, pre-contractual Guarantee See Consumer goods
duty II.-3:103 guarantee
Interpretation II.-9:411 Installation of the goods,
Lease of goods See Consumer incorrect IV.A.-2:304;
contract for lease IV.A.-2:307-308
Price II.-9:411 Passing of risk IV.A.-5:103
Remedies II.-9:411 Termination IV.A.-4:202
Sale See Consumer contract for Consumer Credit
sale Directive Introd. 78
Set-off II.-9:411 Consumer goods
Termination II.-9:411 guarantee II.-9:411;
Timeshare contract II.-5:202 IV.A.-1:103; IV.A.-6:101-102;
Unfair contract IV.A.-6:104
terms II.-9:404; Binding nature IV.A.-6:102
II.-9:408-411 Burden of proof IV.A.-6:107
Withdrawal, right of II.-5:106; Costs IV.A.-6:104
II.-5:201; II.-9:411 Exclusion of
Consumer contract for liability IV.A.-6:106
lease IV.B.-1:102; IV.B.-2:103; Guarantee
IV.B.-3:106; IV.B.-6:102 document IV.A.-6:101;
IV.A.-6:103
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Index
Guarantee period IV.A.-6:104; Mandatory rules, infringement

IV.A.-6:108 of II.-7:302
Limitation of Merger clause II.-4:104
liability IV.A.-6:106 Mixed II.-1:108
Specific parts of the Modification II.-4:105
goods IV.A.-6:105 Multilateral II.-1:101
Consumer law Introd. 20, 42, Partial
68, 70; see also Consumer contract ineffectiveness II.-1:109
Information Introd. 27-28 Partial invalidity II.-1:109
Consumer protection Introd. 35, Pre-contractual
50, 62 statements Introd. 53;
Consumer Sales II.-9:102
Directive Introd. 62 Prospective IV.D.-1:101; see
Consumption, also Mandate contract
everyday II.-5:201 Specific Introd. 2, 37, 43, 45
Contract Introd. 24-27, 46, 51; Term in DCFR Introd. 51
II.-1:101; Annex 1; see also Terms II.-3:106; II.-9:101-108
Agreement, Contract law Transport IV.E.-1:102
Adaptation II.-7:203 Unfair terms II.-9:401-411
Apparent effect II.-9:201 Withdrawal, right of Annex 1
between businesses See “Withdraw”
Business-to-business contracts Written II.-4:104-105
Bilateral II.-1:101 Contract for sale See Sale of
Binding effect II.-1:103 goods
Conclusion Introd. 52; Contract law Introd. 19, 42; see
II.-1:305; II.-3:201; II.-4:101; also Contract
II.-4:205; II.-4:211 European Contract Law Introd.
Fundamental principles, 1
infringement II.-7:301 General Introd. 42, 70
Illegality VII.-6:103 Contract terms See Terms
Impossibility, initial II.-7:102 Contractual relationship Introd.
Ineffective Annex 1 51-52; Annex 1
Intention II.-4:101-102; Termination III.-3:501;
II.-9:201 III.-3:506
Interpretation II.-8:101-107 Termination by
Invalidity II.-7:101-102; agreement III.-1:108
Annex 1 “Invalid” Termination by
notice III.-1:109
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Transfer III.-5:301 Criminal offence, damage caused

Variation by to collaborator VI.-5:103
agreement III.-1:108 Cultural plurality Introd. 22, 35
Variation by notice III.-1:109 Cure Introd. 54; III.-3:201-204
Contributory fault VI.-5:102 Currency III.-2:109; see also
Control, event Money
beyond VI.-5:302 Damages III.-3:711
Co-operation Introd. 32; Foreign II.-9:411
III.-1:104; III.-1:106; Set-off III.-6:104
IV.C.-2:103 Current account IV.G.-1:101;
Commercial IV.G.-1:108
agency IV.E.-2:201
Construction Damage Introd. 38; VI.-1:101;
contract IV.C.-3:102 VI.-2:101; Annex 1
Distributorship IV.E.-2:201 Accountability VI.-1:101;
Franchise IV.E.-2:201; VI.-3:101-104; VI.-3:201-208
IV.E.-4:103 Authority conferred by
Mandate IV.D.-2:101 law VI.-5:201
Processing IV.C.-4:102 Benefits, equalisation
Costs Annex 1 of VI.-6:103
Performance III.-2:113 Benevolent
Counter- intervention VI.-5:202
performance III.-1:109; Causation VI.-4:101
III.-3:506; Annex 1 Contributory fault VI.-5:102
Court Annex 1 Danger, imminent VI.-5:202
Court order VII.-2:101 Defences VI.-5:101-103;
Court proceedings VI.-7:103 VI.-5:201-203
Coverage of DCFR Introd. Impending VI.-1:102
37-42, 45, 67, 74; I.-1:101 Injured person Annex 1
Credit contract II.-5:106 Injury VI.-2:101
Creditor Introd. 52; III.-1:101; Intention VI.-3:101
Annex 1 Liability See Liability
Entitlement to Legally relevant VI.-2:101;
assign III.-5:111 VI.-2:201-211
Plurality of creditors Introd. Loss VI.-2:101
53; III.-4:201-207 Minors VI.-3:103; VI.-5-202
Criminal law Introd. 34 Necessity VI.-5:202
Negligence VI.-3:101
361
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Prevention VI.-1:102; Debtor Introd. 52; III.-1:101;

VI.-2:101 IV.G.-1:101; Annex 1
Property damage VI.-2:206 Plurality of debtors Introd. 53;
Public policy VI.-5:103 III.-4:101-112
Reparation VI.-1:101; Substitution III.-5:201-202;
VI.-2:101 Annex 1
Self-defence VI.-5:202 Defence Annex 1
Solidary liability III.-4:103 Acting at own risk VI.-5:101
Trivial VI.-6:102 Consent VI.-5:101
Damages Annex 1; see also Loss Disenrichment VII.-6:101
Currency III.-3:711 Event beyond
Delay III.-3:708 control VI.-5:302
Gain III.-3:702 Definitions Introd. 9-10, 12, 45,
General measure III.-3:702 64, 70; I.-1:103
Invalidity of Delay III.-1:101; III.-3:503;
contracts II.-7:304 III.-3:708
Loss III.-3:701-702 Damages III.-3:708
Non-performance III.-3:101; Interest III.-3:708-709
III.-3:204; III.-3:302; Del credere clause IV.E.-3:313
III.-3:701-702 Del credere
Remedies, cumulation commission IV.E.-3:313
of III.-3:102 Del credere
Specific performance, guarantee IV.E.-3:313
excluded III.-3:303 Delegate II.-6:104
Databases IV.A.-1:101 Delict Introd. 70
Death VI.-3:104; Delivery II.-3:102;
VI.-3:202-206; VI.-4:101 IV.A.-2:101-203;
Causation VI.-4:101 IV.A.-3:301Annex 1
Consumer II.-9:411 Charges II.-3:103
Creditor III.-7:306 Early IV.A.-2:203; IV.A.-3:302
Debtor III.-7:306 Excess quantity II.-3:401;
Loss suffered by third IV.A.-3:302
persons VI.-2:202; VI.-5:501 Partial IV.A.-4:303
Mandate relationship, Place IV.A.-2:202
termination IV.D.-6:103 Time IV.A.-2:202
Principal IV.D.-6:103; De minimis rule VI.-6:102
IV.D.-7:103 Democratic society VI.-5:203
Representative IV.D.-7:104
362
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Index
Dependent personal Documents, handing over

security IV.G.-1:101; of IV.C.-6:106
IV.G.-2:101; see also Personal Documents, storage
security of IV.C.-6:106
Ancillary Handing over IV.C.-6:105
obligations IV.G.-2:104; Liability, limitation
IV.G.-2:107 of IV.C.-6:107
Binding comfort Non-
letter IV.G.-2:101; conformity IV.C.-6:104-105
IV.G.-2:106 Notification IV.C.-6:105
Creditor’s rights, Records IV.C.-6:106
reduction IV.G.-2:110 Services IV.C.-6:101
Dependence IV.G.-2:102 User IV.C.-6:103-104
Enforcement Designer IV.C.-6:101; see also
proceedings IV.G.-2:104 Design, contract for
Legal proceedings IV.G.-2:104 Care IV.C.-6:103
Notification IV.G.-2:107; Duty to warn, pre-
IV.G.-2:112 contractual IV.C.-6:102
Part performance IV.G.-2:113 Skill IV.C.-6:103
Relief by debtor IV.G.-2:111 Dignity, right to VI.-2:203;
Request of Annex 1 “Right”; see also Human
information IV.G.-2:112 dignity
Rights after Directions IV.C.-2:103;
performance IV.G.-2:113 IV.C.-2:107; IV.D.-1:102;
Subsidiary IV.D.-4:101-104
liability IV.G.-2:106 Construction
Time limit IV.G.-2:108-109 contracts IV.C.-3:104
Design, contract Failure to give IV.D.-4:103
for IV.C.-1:101; IV.C.-1:201; Mandate
IV.C.-6:101; Annex 1; see also contract IV.D.-1:101;
Services, contract for IV.D.-2:101; IV.D.-4:101-104;
Acceptance IV.C.-6:105-106 IV.D.-4:201
Business-to-business Request for IV.D.-4:102;
contracts IV.C.-6:107 IV.D-4:104
Conformity IV.C.-6:104 Directives Introd. 65, 71, 75
Copies of Disadvantage VII.-1:101;
documents IV.C.-6:106 VII.-3:102; VII.-6:101
Consent VII.-2:101
363
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Index
Indirect Inspection IV.E.-5:305

representation VII.-4:102 Instruction IV.E.-5:304
Type VII.-4:107 Intellectual property
Value VII.-4:107 rights IV.E.-5:302
Discrimination Introd. 2, 25-26; Materials IV.E.-2:306
II.-2:102; see also Non- Non-performance IV.E.-2:304
discrimination Period of
Harassment II.-2:102 notice IV.E.-2:302-303
Instruction to Products IV.E.-5:306
discriminate II.-2:102 Requirements,
Remedies II.-2:104 decreased IV.E.-5:303
Unequal treatment, Retention, right of IV.E.-2.401
justified II.-2:102 Selective IV.E.-5:101
Disenrichment VII.-6:101; see Spare parts IV.E.-2:306
also Enrichment Stock IV.E.-2:306
Good faith VII.-6:101 Supplier IV.E.-5:101
Display of goods II.-4:201 Supply capacity,
Distribution contract Introd. 55; decreased IV.E.-5:203
IV.E.-1:101; Annex 1 Termination IV.E.-2:301-304
Advertising Terms of the contract, document
materials IV.E.-5:204 on request IV.E.-2:402
Confidentiality IV.E.-2:203 Distributor IV.E.-5:101; see also
Co-operation IV.E.-2:201 Distribution contract
Damages IV.E.-2:302-303; Obligations IV.E.-5:301-306
IV.E.-2:305 Distributorship See Distribution
Definite period IV.E.-2:301 contract
Exclusive IV.E.-5:101 Divided obligation III.-4:102
Exclusive purchasing Liability III.-4:104
contract IV.E.-5:101 Divided right III.-4:202-204
Goodwill, indemnity Documents IV.A.-2:101;
for IV.E.-2.305 IV.A.-2:201; IV.C.-6:106
Indefinite Donation, contract of Introd.
period IV.E.-2:301-303 32, 55; III.-5:110
Information during Durable medium I.-1:105;
performance IV.E.-2:202; II.-3:106; Annex 1
IV.E.-5:202 Duress Introd. 27
Information, pre- Duty Introd. 52; Annex 1
contractual IV.E.-2:101 Breach Annex 1 “Duty”
364
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Information II.-3:101-107 Endorsement See Security

Pre-contractual II.-3:101-103 endorsement
Enforcement I.-1:101;
Economic loss III.-3:701; III.-7:202; III.-7:302; III.-7:306
VI.-2:101 Method of payment III.-2:108
Burdens incurred III.-3:701; Performance III.-3:301-303;
VI.-2:101 IV.B.-6:101; IV.B.-6:103
Income III.-3:701; VI.-2:101 Proceedings, cost IV.G.-2:104
Injury as such VI.-6:204 Specific
Profit III.-3:701; VI.-2:101 performance III.-3:302;
Value of property, reduction IV.B.-4:101; IV.B.-4:103
in III.-3:701; VI.-2:101 Enrichment VII.-3:101; see also
Economic Welfare Introd. 22, Unjustified enrichment
29-30, 32 Asset VII.-4:101;
Efficiency Introd. 22, 29-30, 36 VII.-4:105-106
Electricity IV.A.-1:101; Attribution VII.-4:101-107
VI.-3:206 Coercion VII.-2:103
Product VI.-3:204 Consent VII.-2:101;
Electronic Annex 1 VII.-5:102
Electronic means II.-3:104-105; Contract VII.-2:101
II.-9:103 Court order VII.-2:101
Direct Discharge from
communication II.-3:104 liability VII.-4:101;
Immediate distance VII.-4:104
communication II.-3:104 Disenrichment VII.-4:103;
Input errors II.-3:201; VII.-6:101
II.-7:201 Expectation, not
Electronic signature Annex 1 realised VII.-2:101
Advanced Annex 1 Fraud VII.-2:103
Emergency IV.C.-8:107-108 Fruits VII.-5:104
Emissions VI.-3:206-207 Good faith VII.-4:103;
Employees VI.-7:104 VII.-5:101; VII.-6:101-102
Accountability for damage Incapacity VII.-2:103
caused by VI.-3:201 Indirect
Employers VI.-7:104 representation VII.-4:102
Employers’ Juridical act VII.-2:101
associations VI.-7:104 Justified VII.-2:102;
Employment I.-1:101 VII.-2:102-103
365
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Monetary value See Value Europeanisation of private

Non-creditor, performance law Introd. 8, 19
to VII.-4:103-104 Event beyond control VI.-5:302
Non-transferable VII.-5:102 Examinations IV.-A.-4:301;
Obligation to third person, IV.C.-8:109
performance Excess quantity II.-3:401
of VII.-2:102-103 Exclusive distribution
Price VII.-5:102 contract IV.E.-5:101;
Purpose, not IV.E.-5:203; IV.E.-5:301-306;
achieved VII.-2:101 see also Distribution contract
Reversal VII.-1:101; Exclusive purchasing
VII.-5:101-104; VII.-7:102 contract IV.E.-5:101
Rule of law VII.-2:101 Execution
Saving VII.-5:102-104 Attempted III.-7:402
Service VII.-4:101 Expenditure VII.-5:103
Substitute VII.-6:101 Expenses III.-2:110; Annex 1
Threats VII.-2:103 “Costs”
Transfer to third person in good Expert
faith VII.-4:103 knowledge IV.C.-7:103-104
Transferable VII.-5:101 Exploitation, unfair See Unfair
Type VII.-4:107 exploitation
Unfair exploitation VII.-2:103 Express term Annex 1
Unjustified VII.-2:101 “Contractual obligation”; Annex 1
Use of VII.-5:104 “Term”
Use of asset without
authority VII.-4:105-106 Fair dealing See Good faith and
Value VII.-4:107; fair dealing
VII.-5:101-103 Fairness test Introd. 28
Enterprises, small and medium Family relationships I.-1:101
sized Introd. 20 Fatal injury See Personal injury
Environmental Fault
impairment VI.-2:209 Contributory VI.-5:102
European Contract Law Introd. Insubstantial VI.-5:102
1; see also Action plan Fauna VI.-2:209
European Economic Financial instruments II.-9:411;
Area VI.-3:204 III.-5:101
European private law Introd. 7, Financial products II.-9:411;
19 IV.C.-1:102
366
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Index
Financial services Introd. 62; Damages IV.E.-2:302-303;

II.-9:411; IV.C.-1:102 IV.E.-2:305; IV.E.-4:102
Rate of Interest, right to Definite period IV.E.-2:301
change II.-9:411 Fees IV.E.-4:102; IV.E.-4:301
Withdrawal, right of II.-5:201 Goodwill, indemnity
Flora VI.-2:209 for IV.E.-2.305
Food II.-5:201; IV.C.-5:110 Guidance IV.E.-4:203
Foreseeability III.-3:703 Indefinite
Foresight of facts II.-1:105 period IV.E.-2:301-303
Form II.-1:107 Information during
Modification of performance IV.E.-2:202;
terms II.-4:105 IV.E.-4:205; IV.E.-4:302
Formation of contract II.-4:101 Information, pre-
Agreement, contractual IV.E.-2:101;
sufficient II.-4:101, IV.E.-4:102
II.-4:103 Inspection of franchisee’s
Electronic means II.-3:105; premises IV.E.-4:304
II.-3:201 Instructions IV.E.-4:303-304
Legal relationship, Intellectual property
binding II.-4:101-102; rights IV.E.-4:101-102;
II.-4:105 IV.E.-4:201; IV.E.-4:302
Franchise Introd. 55, Know-how IV.E.-4:101-102;
IV.E.-1:101; IV.E.-4:101; Annex IV.E.-4:202; Annex 1
1 “Franchise”
Accounting books IV.E.-4:304 Market
Advertising conditions IV.E.-4:102;
campaigns IV.E.-4:205; IV.E.-4:205
IV.E.-4:207 Materials IV.E.-2:306
Advice IV.E.-4:203 Method IV.E.-4:102
Assistance IV.E.-4:203 Network See Franchise Network
Business method IV.E.-4:101; Non-performance IV.E.-2:304
IV.E.-4:303-304 Period of
Commercial notice IV.E.-2:302-303
sector IV.E.-4:102 Periodical
Confidentiality IV.E.-2:203 payments IV.E.-4:102;
Co-operation IV.E.-2:201; IV.E.-4:301
IV.E.-4:103 Pre-contractual
information IV.E.-4:102
367
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Retention, right of IV.E.-2.401 Third persons II.-7:208

Royalties IV.E.-4:102; Free movement of goods, persons,
IV.E.-4:301 services and capital Introd. 35
Spare parts IV.E.-2:306 Freedom Introd. 22-23, 35
Stock IV.E.-2:306 Freedom of contract Introd. 10,
Supply capacity, 23, 25-28; II.-1:102
decreased IV.E.-4:206 Freedom to negotiate II.-3:301
Supply of products IV.E.-4:204 Personal security IV.G.-1:103
Termination IV.E.-2:301-304 Fruits IV.C.-5:104
Terms of the contract, document Restitution III.-3:511
on request IV.E.-2:402 Fundamental freedoms I.-1:102
Trade mark IV.E.-4:101 Fundamental non-
Trade name IV.E.-4:101 performance See Non-
Training courses IV.E.-4:203 performance
Franchise business IV.E.-4:101; Fundamental principles Introd.
IV.E.-4:201; IV.-4:303; Annex 1 11, 15-20, 60
“Franchise” Infringement II.-7:101;
Know-how IV.E.-4:202 II.-7:301; VII.-6:103
Franchise Funeral expenses VI.-2:202
network IV.E.-4:101-102;
IV.E.-4:205; IV.E.-4:207; Gaming II.-5:201
IV.E.-4:303 Gases VI.-3:206; Annex 1
Reputation IV.E.-4:207; “Goods”
IV.E.-4:303 Gender Introd. 26
Franchisee IV.E.-4:101; see also Gift Annex 1 “Supply”
Franchise Global security IV.G.-1:101;
Obligations IV.E.-4:301-304 IV.G.-2:102; IV.G.-2:104;
Franchisor IV.E.-4:101; see also IV.G.-2:107; IV.G.-4:105
Franchise Good commercial
Obligations IV.E.-4:201-207 practice II.-3:101; II.-9:406
Fraud Introd. 25, 27; II.-7:101; Good faith Introd. 10, 32-33, 73;
II.-7:205; VII.-2:103 Annex 1 “Good faith and fair
Damages II.-7:214 dealing”
Good faith and fair Enriched person VII.-4:103;
dealing II.-7:205 VII.-5:101-102;
Misrepresentation II.-7:205 VII.-6:101-102
Non-disclosure II.-7:205
Remedies II.-7:215-216
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Good faith and fair Conformity IV.A.-2:301-309;

dealing Introd. 10, 32-33, 73; IV.B.-3:102-106
I.-1:102; II.-1:102; III.-1:103; Damage IV.A.-5:101
III.-1:106; Annex 1 Delivery IV.A.-2:201-204;
Authorisation, IV.A.-3:102; IV.A.-4:303
principal’s II.-6:103 Description IV.A.-2:301;
Consumer contract for IV.B.-3:102-104
lease IV.B.-4:102 Examination IV.A.-4:301
Exclusion of liability VI.-5:401 Fitness for
Fraud II.-7:205 purpose IV.A.-2:302;
Implied terms II.-9:101 IV.A.-2:307; IV.A.-4:302;
Information, disclosure IV.B.-3:103-104
of II.-7:205 Improvements IV.B.-5:106
Interpretation of Information II.-3:101-102
contracts II.-8:102 Installation instructions IV.A.-
Mistake II.-7:201 2:301-302; IV.B.-3:102-103
Negotiations II.-3:301 Instructions IV.A.-2:301-302;
Non-conformity of IV.B.-3:102-103
performance III.-2:203 Lease See Lease of goods
Remedies, exclusion Life-span,
of II.-7:215; III.-3:105 estimated IV.A.-6:104
Remedies, restriction Loss IV.A.-5:101
of II.-7:215; III.-3:105 Maintenance IV.B.-5:105-106
Restriction of Marketing II.-3:102
liability VI.-5:401 Non-conformity III.-3:107
Unfair contract not yet existing IV.A.-1:201
terms II.-9:405-406 Packaging IV.A.-2:301-302;
Unfair exploitation II.-7:205; IV.A.-2:307; IV.B.-3:102-103
II.-7:207 Performance
Goods IV.A.-1:201 capabilities IV.A.-2:302-
Accessories IV.A.-2:301-302; 303; IV.B.-3:103
IV.B.-3:102-103 Placed at buyer’s
Availability IV.B.-3:101; disposal IV.A.-5:201
IV.B.-5:103; IV.B.-5:109; Products IV.E.-1:101
IV.B.-6:103 Quality IV.A.-2:301-303;
Carriage IV.A.-2:204; IV.A.-2:307; IV.B.-3:102-104
IV.A.-4:301; IV.A.-5:202 Quantity IV.A.-2:301;
IV.B.-3:102; IV.B.-3:104
369
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Repair IV.B.-5:105 Human rights Introd. 22-23, 31;

Return IV.B.-3:107 I.-1:102
Sale Annex 1 “Sale, contract
for”; see also Sale of goods Illegality Introd. 34; VI.-5:401
Specification IV.A.-3:102; Unjustified
IV.B.-4:107 enrichment VII.-6:103
Statement by third Immovable property I.-1:101;
persons IV.A.-2:303 Annex 1; see also Immovables
Stock of II.-4:201 Construction II.-5:201
Supply Annex 1 Rental II.-5:201
Third party Sale II.-5:201
rights IV.A.-2:305-307; Timeshare contract II.-5:202
IV.A.-4:302 Immovable structures See
Transit, goods sold Immovables
in IV.A.-4:301; IV.A.-5:203 Immovables IV.C.-3:101;
Unfair contract IV.C.-5:101
terms II.-9:411 Abandonment VI.-3:208
Unsolicited II.-3:401 Construction IV.C.-3:101
Goodwill IV.E.-2:305; Control,
IV.E.-3:312 independent VI.-3:202
Gross negligence See Negligence Design IV.C.-6:101
Grower Annex 1 “Producer” Loss VI.-2:206
Guarantee Introd. 52; see also Processing IV.C.-4:101
Consumer goods guarantee Product VI.-3:204
Guidance IV.E.-4:203 Proprietary
security IV.G.-1:101
Harassment II.-2:102 Storage IV.C.-5:101
Harmonisation Introd. 62, 69-70 Unsafe state VI.-3:202
Heat VI.-3:206 Impediment III.-3:104
Hospital IV.C.-8:111 Notice of III.-3:104
Hotel-keeper, Permanent III.-3:104
liability IV.C.-5:110 Temporary III.-3:104
Storage contract, Implied term Introd. 53;
separate IV.C.-5:110 II.-9:101; Annex 1 “Contractual
Withhold, right to IV.C.-5:110 obligation”; Annex 1 “Term”
Hovercraft Annex 1 “Goods” Impossibility, initial II.-7:102
Human dignity Introd. 31; see Inactivity II.-4:204
also Dignity, right to Incapacity III.-7:305; VII.-2:103
370
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Principal IV.D.-6:105 Commercial

Income VI.-2:101 agency IV.E.-2:202
Incorporeal Confidentiality IV.E.-2:203;
property IV.A.-1:101 VI.-2:205
Incorporeal things Description IV.C.-7:105
Construction IV.C.-3:101 Disclosure IV.C.-8:109
Design IV.C.-6:101 Distributorship IV.E.-2:202
Storage IV.C.-5:101 Duties See Information duties
Transportation IV.C.-5:101 Factual IV.C.-7:105
Indemnify Annex 1 Form II.-3:106
Independent personal Franchise IV.E.-2:202
security IV.G.-1:101; Incorrect II.-7:204; VI.-2:204;
IV.G.-3:101; see also Personal VI.-2:207
security Non-disclosure,
Assignment IV.G.-3:108 fraudulent II.-7:205
Benefits, security provider’s right Quality IV.C.-7:105
to reclaim IV.G.-3:106 Quantity IV.C.-7:105
Defences IV.G.-3:103 Supply of goods /
Demand, abusive IV.G.-3:105 services II.-3:101
Demand for Information, contract for the
performance IV.G.-3:103 provision of IV.C.-1:101;
Demand, IV.C.-1:201; IV.C.-7:101; see
fraudulent IV.G.-3:105 also Services, contract for
First demand IV.G.-3:104; Advice IV.C.-7:101; VI.-2:207
IV.G.-3:108 Causation IV.C.-7:109
Notification IV.G.-3:102 Client IV.C.-7:101;
Proceeds of IV.C.-7:108
security IV.G.-3:108 Conflict of
Rights after interest IV.C.-7:107
performance IV.G.-3:109 Conformity IV.C.-7:105
Time limit IV.G.-3:107 Data, preliminary IV.C.-7:102
Transfer IV.G.-3:108 Decision,
Index, stock exchange II.-9:411 alternative IV.C.-7:109
Industrial property Decision,
rights IV.A.-1:101; subsequent IV.C.-7:104;
IV.A.-2:305-307; IV.A.-4:302 IV.C.-7:109; VI.-2:207
Information Expert
Clarity II.-3:106 knowledge IV.C.-7:103-104
371
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Factual Mental health VI.-2:201

information IV.C.-7:105 Personal See Personal injury
Incorrect Input errors II.-3:105; II.-3:201;
information VI.-2:207 II.-7:201
Provider See Information Insolvency administrator Annex
provider 1
Recommendation IV.C.- Insolvency
7:104; IV.C.-7:107 proceeding IV.G.-2:102;
Records IV.C.-7:106 Annex 1
Information duties II.-3:101 Ranking of claims Annex 1
Breach II.-3:107 “Ranking”
Burden of proof II.-3:104 Performance to non-creditor,
Clarity of ratification VII.-4:104
information II.-3:106 Inspection II.-5:105
Direct and immediate distance Exclusive distribution
communication II.-3:104 contract IV.E.-5:305
Form of information II.-3:106 Franchise IV.E.-4:304
Pre-contractual II.-3:101; Lease of goods IV.B.-5:108
II.-3:107; II.-7:201; Processing IV.C.-4:104
IV.E.-2:101 Selective distribution
Remedies II.-3:107 contract IV.E.-5:305
Specific II.-3:103 Installation VI.-3:206
Withdrawal period II.-3:107 Abandonment VI.-3:208
Information Operator VI.-3:206
provider IV.C.-7:101 Standards of control,
Care IV.C.-7:104 statutory VI.-3:206
Conflict of Installation
interest IV.C.-7:107 instructions IV.A.-2:301-302;
Expert IV.A.-2:307; IV.B.-3:102-103
knowledge IV.C.-7:103-104 Instructions
Obligations IV.C.-7:102-104 Commercial
Skill IV.C.-7:104 agency IV.E.-3:202
Injury VI.-2:101; Annex 1 Discrimination II.-2:102
“Damage” Exclusive distribution
Body VI.-2:201 contract IV.E.-5:304
Compensation VI.-6:204 Franchise IV.E.-4:303-304
Fatal VI.-2:202 Lease of goods IV.B.-3:102-103
Health VI.-2:201 Sale of goods IV.A.-2:302
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Selective distribution Interpretation Introd. 45;

contract IV.E.-5:304 I.-1:102
Insurance contracts Introd. 62, Conduct of the
69; IV.C.-1:102; IV.G.-1:102 parties II.-8:102
Baggage insurance Contract as a whole II.-8:105
policies II.-5:201 Contracts II.-8:101-107
Carriage of goods IV.A.-2:204 Good faith and fair
Guarantee dealing II.-8:102
insurance IV.G.-1:102 Intention of the
Short-term insurance parties II.-8:101
policies II.-5:201 Juridical acts II.-8:201-202
Travel insurance Nature of the
policies II.-5:201 contract II.-8:102
Intellectual property Negotiated terms II.-8:104
rights IV.A.-2:305-307; Annex Negotiations,
1 “Franchise” preliminary II.-8:102
Distributorship IV.E.-5:302 Purpose of the
Franchise IV.E-4:101-102; contract II.-8:102
IV.E.-4:201; IV.E.-4:302 Records IV.C.-8:109
Sale IV.A.-1:101 Security IV.G.-1:105
Intention II.-4:102; Usages II.-8:102
II.-4:301-302 Intervener V.-1:101; see also
Damage VI.-3:101 Benevolent intervention in
Interest III.-2:110; Annex 1 another’s affairs
Capitalisation of Authority V.-3:106
interest Annex 1 Care, reasonable V.-2:101
Delay in payment of Duties V.-2:101-103
money III.-3:708-709 Indemnification V.-3:101;
Prescription period III.-7:401; V.-3:104-105
III.-7:502 Liability V.-2:102
Rate, unilateral Reasonable ground for
change II.-9:411 acting V.-1:101
Short-term lending Reimbursement V.-3:101;
rate III.-3:708 V.-3:104-105
Internal market Introd. 22, 35, Remuneration V.-3:102;
42, 62 V.-3:104
Internet related chat II.-3:104 Reparation for
loss V.-3:103-104
373
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Index
Representative V.-3:106 Justice Introd. 22-25, 35

Interviews, Corrective Introd. 24
preliminary IV.C.-8:109 Distributive Introd. 24
Invalidity II.-7:101; Annex 1
“Invalid” Keeper
Damages II.-7:304 Animal VI.-3:203
Investment Motor vehicle VI.-3:205
activities IV.D.-1:101 Substance VI.-3:206
Investment security III.-5:101; Know-how IV.E.-4:101-102;
IV.A.-1:101 IV.E.-4:202; Annex 1
Investment services IV.D.-1:101 “Franchise”
Knowledge
Joint obligation III.-4:102 Expert IV.C.-7:103
Joint right III.-4:202-203; Imputed II.-1:105
III.-4:205 Lack of
Juridical act Introd. 46-47; conformity IV.A.-4:304
II.-1:101; Annex 1; Annex 1 Scientific VI.-3:204
“Notice” Technical VI.-3:204
Bilateral II.-1:101
Illegality VII.-6:103 Land Annex 1 “Immovable
Ineffective Annex 1 property”
Intention II.-4:301-302 Language Introd. 50, 72
Interpretation II.-8:201-202 Consumer goods guarantee
Invalidity II.-7:101; Annex 1 document IV.A.-6:103
“Invalid” Contract, conclusion
Multilateral II.-1:101 of II.-3:105
Partial Contract document, linguistic
ineffectiveness II.-1:109 discrepancy II.-8:107
Partial invalidity II.-1:109 Information II.-3:106
Revocation Annex 1 Linguistic plurality Introd. 23,
Unilateral See Unilateral 36
juridical act Right to withdraw, notification
Validity Annex 1 “Valid” of II.-5:104
Voidability Annex 1 “Voidable” Lease of goods Introd. 55;
Voidance Annex 1 “Void” IV.B.-101; Annex 1
Withdrawal, right of Annex 1 Acceptance of
“Withdraw” goods IV.B.-5:103
Jurisdiction clauses II.-9:410
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Conformity IV.B.-3:102-106; Withhold

IV.B.-4:103; IV.B.-4:106 performance IV.B.-4:101;
Consumer IV.B.-4:107; IV.B.-6:101
contract IV.B.-1:102; Lease period IV.B.-2:101-102;
IV.B.-2:103; IV.B.-3:105-106; IV.B.-4:106
IV.B.-4:102; IV.B.-6:102; Definite IV.B.-2:102
IV.B.-6:105 Indefinite IV.B.-2:102-103
Damages IV.B.-4:101; Prolongation,
IV.B.-6:101 tacit IV.B.-2:103
Financing purpose IV.B.-1:101 Leasing Introd. 69
Goods IV.B.-5:103-104; see Legal capacity I.-1:101;
also Goods II.-7:101
Inspections IV.B.-5:108 Legal certainty Introd. 22-23,
Interest IV.B.-4:101; 36; I.-1:102
IV.B.-6:101 Legal person Introd. 25;
Lessee See Lessee VI.-1:103; Annex 1 “Person”
Lessor See Lessor Legal relationship II.-4:101;
Monetary Annex 1 “Duty”
obligations IV.B.-6:103 Binding II.-4:101-102
Ownership, change Invalidity Annex 1 “Invalid”
in IV.B.-7:101 Legislation Introd. 33, 63, 69,
Period See Lease period 71-72
Rent IV.B.-1:101; see also Rent National Introd. 64
Rent reduction IV.B.-4:104 Leisure services II.-5:201
Repairs IV.B.-5:108 Lessee IV.B.-1:101; see also Lease
Return of the of goods
goods IV.B.-3:107; Assignment of rights to
IV.B.-5:109 performance IV.B.-7:102
Specific Consumer IV.B.-1:102
performance IV.B.-4:101 Handling of the
Sublease IV.B.-7:103 goods IV.B.-5:104
Substitute Inform, obligation
transaction IV.B.-6:104 to IV.B.-5:107
Supplier of goods selected by Obligations IV.B.-5:101-109
lessee IV.C.-4:107 Option to become owner of the
Termination IV.B.-4:101; goods IV.B.-1:101
IV.B.-4:105; IV.B.-4:107; Remedies IV.B.-4:101-107
IV.B.-6:101; IV.B.-6:104 Supply contract IV.B.-4:107
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Lessor IV.B.-1:101; see also Lease Liquids VI.-3:206; Annex 1

of goods “Goods”
Business IV.B.-1:102 Loan contract Introd. 55
Financing party IV.B.-1:101 Loss VI.-2:101; Annex 1; Annex
Obligations IV.B.-3:101-107 1 “Damage”; see also Damages
Ownership IV.B.-7:101 Advice, incorrect VI.-2:207
Remedies IV.B.-6:101-105 Attributable III.-3:704
Substitution IV.B.-7:101 Breach of
Letter confidence VI.-2:205
Late acceptance II.-4:207 Business, unlawful impairment
Liability Annex 1 “Liable” of VI.-2:208
Court proceedings VI.-7:103 Consequential VI.-2:201;
Employees VI.-7:104 VI.-3:202-206
Employers VI.-7:104 Dignity, infringement
Employers’ of VI.-2:203
associations VI.-7:104 Economic See Economic loss
Exclusion VI.-5:401 Environmental
Good faith and fair impairment VI.-2:209
dealing VI.-5:401 Foreseeability III.-3:703
Increase VII.-5:103 Future III.-3:701
Indemnified persons VI.-7:105 Incorrect information, reliance
Limitation See Limitation of on II.-7:204; VI.-2:207
liability Liberty, infringement
Non-contractual Introd. 29, of VI.-2:203
31; VI.-1:101 Misrepresentation,
Public law functions VI.-7:103 fraudulent VI.-2:210
Restriction VI.-5:401 Non-economic See Non-
Solidary VI.-6:105 economic loss
Trade union VI.-7:104 Non-performance III.-3:701
Liberty, right to VI.-2:203; Non-performance of obligation
Annex 1 “Right” by third person, inducement
Light VI.-3:206 of VI.-2:211
Limitation of liability Personal injury VI.-2:201
Consumer goods Possession, infringement of
guarantee IV.A.-6:106 lawful VI.-2:206
Design IV.C.-6:107 Preventing damage VI.-6:302
Processing IV.C.-4:108 Privacy, infringement of VI.-
Storage IV.C.-5:109 2:203
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Property damage VI.- Expenses incurred by

2:206;VI.-3:202-206 representative IV.D.-2:103;
Property, infringement of VI.- IV.D.-7:104
2:206 Fixed period IV.D.-1:103;
Reduction by creditor III.- IV.D.-7:102
3:705 Gratuitous IV.D.-1:101;
Third persons VI.-2:202; IV.D.-6:104
VI.-3:202-206; VI.-5:501 Indefinite period IV.D.-1:103;
Unfair competition VI.-2:208 IV.D.-6:102; IV.D.-6:104;
Lottery II.-5:201 IV.D.-7:102
Indirect
Magazines II.-5:201 representation IV.D.-1:102;
Maintenance IV.C.-4:101 IV.D.-3:403; IV.D.-4:102
Maintenance, loss of VI.-2:202 Information IV.D.-2:101;
Maker Annex 1 “Producer” IV.D.-3:401-403
Mandate Annex 1; see also Irrevocable IV.D.-1:105;
Representation IV.D.-6:101-102
Mandate contract Introd. 55; Negotiations IV.D.-3:401
IV.D.-1:101; IV.E.-1:201; Annex Non-performance,
1; see also Mandate relationship fundamental IV.D.-1:105
Accounting IV.D.-3:402 Personal
Changes IV.D.-4:101; performance IV.D.-3:302
IV.D.-4:201; IV.D.-6:105 Price IV.D.-1:101;
Conflict of IV.D.-2:102-103; IV.D.-4:103;
interest IV.D.-5:101-102 IV.D.-4:201; IV.D.-7:102
Co-operation IV.D-2:101 Principal See Principal
Damages IV.D.-4:201 Prospective
Direct contract IV.D.-2:102;
representation IV.D.-1:102; IV.D.-3:202; IV.D.-3:301;
IV.D.-4:102 IV.D.-3:401-402; IV.D.-4:101;
Directions IV.D.-1:101; IV.D.-4:201; IV.D.-7:101
IV.D.-2:101; IV.D.-4:101-104; Ratification II.-6:111;
IV.D.-4:201 IV.D.-3:202; Annex 1 “Ratify”
Directions, request Remedies IV.D.-4:103
for IV.D.-4:102 Representative See
Double mandate IV.D.-5:102 Representative
Duration IV.D.-1:103 Revocation IV.D.-1:102;
Exclusivity IV.D.-3:301 IV.D.-1:104-105; IV.D.-6:101
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Self-contracting IV.D.-5:101 Mental health VI.-2:201

Subcontracting IV.D.-3:302 Mental incompetence VI.-5:301
Task, particular IV.D.-1.103; Merger clause II.-4:104; Annex
IV.D.-6:102 1
Termination See Mandate Merger of debts III.-6:201;
relationship Annex 1
Third party IV.D.-1:102; Solidary obligation III.-4:108
IV.D.-3:403 Microorganisms VI.-3:206
Warn, duty to IV.D.-4:101 Minors, damage caused
Withhold, right by VI.-3:103-104
to IV.D.-4:103 Misrepresentation II.-7:205; see
Mandate also Fraud
relationship IV.D.-1:101; Conduct II.-7:205
IV.D.-7:103-104; see also Fraudulent II.-7:205;
Mandate contract VI.-2:210; Annex 1
Damages IV.D.-6:101 Loss VI.-2:210
Termination IV.D.-1:104-105; Words II.-7:205
IV.D.-2:103; IV.-3:402; Mistake Introd. 25, 27;
IV.D.-4:201; IV.D.-6:101-105; II.-7:101; II.-7:201
IV.D.-7:101-103 Adaptation of
Mandatory rules Introd. 25 contract II.-7:203
Illegality VII.-6:103 Avoidance II.-7:201
Infringement II.-7:101; Both parties II.-7:201;
II.-7:302 II.-7:203
Manufacturer VI.-3:204; Annex Damages II.-7:214
1 “Producer” Good faith and fair
Market conditions IV.E.-3:203; dealing II.-7:201
IV.E.-4:102 Inaccuracy in
Marketing II.-3:102; II.-9:102; communication II.-7:202
IV.E.-1:101 Inexcusable II.-7:201
Materials IV.C.-2:104; Performance of the
IV.C.-3:102; IV.C.-4:102; contract II.-7:203
IV.C.-8:103; IV.E.-2:306 Remedies II.-3:107; II.-3:201;
Matrimonial II.-7:215-216
relationships I.-1:101 Risk of II.-7:201
Media VI.-5:203 Service contracts IV.C.-2:102
Medical treatment See Treatment Third persons II.-7:208
Medicines IV.C.-8:103
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Mixed contracts Introd. 54; Storage IV.C.-5:101

II.-1:108 Transportation IV.C.-5:101
Primary category II.-108 Must Annex 1
Model IV.A.-2:302; IV.B.-3:103
Model rules Introd. 9-11, 13, National law Introd. 74
43-44, 60-61, 63, 66 Constitutional law VI.-7:101
Development I.-1:102 Damage, accountability
Deviation DCFR / PEL for VI.-3:207
series Introd. 56-57 Non-economic loss,
Interpretation I.-1:102 quantification VI.-6:203
Numbering Introd. 44 Personal injury,
Structure Introd. 43 quantification VI.-6:203
Translation Introd. 55 Statutory provisions VI.-7:102
Monetary obligation III.-3:301 Natural person Introd. 25;
Assignment III.-5:107; I.-1:101; VI.-1:103; Annex 1
III.-5:117 “Person”
Ratification VII.-4:104 Legal capacity I.-1:101
Money III.-2:112; III.-3:301; Mental condition IV.C.-8:101
IV.C.-5:101; see also Currency Physical
Depositing III.-2:112 condition IV.C.-8:101
Restitution III.-3:511 Status I.-1:101
Money orders, Necessity VI.-5:202
international II.-9:411 Negligence VI.-3:102; Annex 1
Month Annex 2 Gross III.-3:105; IV.C.-4:108;
Motor vehicles VI.-3:205 IV.C.-6:107; Annex 1 “Gross
Damage caused by VI.-3:205; negligence”
VI.-3:208; VI.-5:102 Standard of care VI.-3:102
Trailer VI.-3:205 Negotiable
Movable property Introd. 39, 42, instruments I.-1:101;
45, 54 IV.A.-1:101
Delivery Annex 1 Aval IV.G.-1:102
Movables Annex 1; see also Security
Movable property endorsement IV.G.-1:102
Construction IV.C.-3:101 Negotiation II.-3:301
Corporeal Annex 1 “Goods” Breaking off II.-3:301
Design IV.C.-6:101 Duty to negotiate II.-3:301
Product VI.-3:204 Freedom to negotiate II.-3:301
Retention, right of IV.E.-2.401
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Good faith and fair Injury as such VI.-6:204

dealing II.-3:301 Pain III.-3:701; VI.-2:101
Intention of reaching an Quality of life, impairment
agreement II.-3:301 of III.-3:701; VI.-2:101
Prescription period, Quantification VI.-6:203
postponement III.-7:304 Suffering III.-3:701; VI.-2:101
Negotiorum gestio See Non-monetary
Benevolent intervention in obligation III.-3:302
another’s affairs Assignment III.-5:107;
Net weight IV.A.-3:203 III.-5:117
Network Ratification VII.-4:104
Franchise IV.E.-4:207; Non-performance III.-1:101;
IV.E.-4:303 Annex 1; see also Performance
Newspapers II.-5:201 Additional period of time for
Noise VI.-3:206 performance III.-3:103;
Non-conformity Introd. 54; see III.-3:503
also Conformity Anticipated III.-3:504
Cure III.-3:202-204 Caused by creditor III.-3:101
Design IV.C.-6:104-105 Damages III.-3:204;
Notice III.-3:107; IV.A.-4:302 III.-3:302; III.-3:701-702
Price reduction III.-3:601 Excused III.-3:101; III.-3:104;
Non-contractual liability arising III.-3:701; III.-3:708
out of damage caused to Fundamental III.-2:105;
another Introd. 45, 55, 70; III.-3:502; III.-3:504-505;
VI.-1:101 IV.C.-6:105; IV.D.-1:105;
Non-contractual IV.E.-2:305; Annex 1
obligations Introd. 38, 42, 75 “Fundamental non-
Non-disclosure of performance”
information II.-7:205; Notice III.-3:106
IV.C.-8:107 Remedies III.-3:101;
Fraudulent II.-7:205; Annex 1 III.-3:105
Non-discrimination Introd. 23, Remedies,
31; II.-2:101; III.-1:105; see also alternative II.-7:216
Discrimination Remedies, cumulation
Non-economic loss III.-3:701; of III.-3:102
VI.-2:101; VI.-2:202 Representative IV.D.-1:105
Assignment of right to Stipulated payment III.-3:710
reparation for VI.-6:106 Notes Introd. 14
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Notice II.-1:106; Annex 1 Joint III.-4:102-103;

Additional period of time for III.-4:105; Annex 1 “Joint
performance III.-3:103; obligation”
III.-3:503 Merger of debts III.-6:201
Avoidance II.-7.209-210 Monetary III.-1:101;
Non-performance III.-3:106 III.-2:101; III.-2:109-110;
Revocation II.-1:106 III.-2:113; III.-3:301
Set-off III.-6:105 Non-contractual Introd. 49, 75
Termination by Introd. 52; Non-discrimination III.-1:105
III.-1:109 Non-monetary III.-1:101;
Unilateral juridical III.-3:302
act II.-4:301 Non-performance III.-1:101;
Variation by III.-1:109 III.-3:101
Withdrawal II.-5:102-104 Performance Introd. 52;
Notification III.-1:101; III.-2:101-114
Non-conformity Introd. 54 Reciprocal III.-1:101;
Withdraw, right to II.-5:104 III.-2:103-104; III.-3:301;
Nullity II.-7:301; II.-7:303-304 III.-3:401; III.-3:511;
Ownership of III.-3:601
property II.-7:303 Solidary III.-4:102-103
Term in DCFR Introd. 51-52
Obligation Introd. 51-52; Termination by
III.-1:101-102; Annex 1; Annex 1 agreement III.-1:108
“Must” Termination by
Alternative notice III.-1:109
obligations III.-2:105 Terms III.-1:101
Change of Time-limited III.-1:107
circumstances III.-1:110 Variation by
Coextensive III.-6:107 agreement III.-1:108
Conditional III.-1:106 Variation by notice III.-1:109
Contractual Introd. 48; Offer Introd. 52; II.-4:201;
III.-3:501; Annex 1 Annex 1 “Notice”
“Contractual obligation” Acceptance,
Divided III.-4:102-104; Annex modified II.-4:208
1 “Divided obligation” Additional terms II.-4:208
Extinction III.-2:114; Different terms II.-4:208
III.-6:107; III.-6:201 Public, offer made to
the II.-4:201-202
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Rejection II.-4:203; II.-4:208; Part See Part payment

III.-2:103 Place III.-2:101; IV.A.-3:201
Revocation II.-4:202 Rent IV.B.-5:102
Operator VI.-3:206 Storage IV.C.-5:106
Ownership Introd. 54; Annex 1; Time III.-2:102; IV.A.-3:201
see also Transfer of ownership Withdrawal, right of II.-5:105
Lease of goods IV.B.-7:101 Payphone, public II.-5:201
Right of Annex 1 “Right” Performance II.-3:102;
III.-1:101; Annex 1; see also Non-
Pain VI.-2:101 performance
Parental care VI.-3:104 Additional period III.-3:103;
Parents VI.-3:104 III.-3:503
Part payment III.-7:401 Continuous III.-1:109
Party autonomy II.-1:102; see Costs III.-1:110; III.-2:113
also Freedom of contract Current price III.-3:707
Passing of risk IV.A.-5:101 Delayed III.-1:101
Carriage of goods IV.A.-5:202 Doing III.-1:101; Annex 1
Consumer contract for “Performance”
sale IV.A.-5:103 Early III.-2:103
Goods placed at buyer’s Extinctive effect III.-2:114
disposal IV.A.-5:201 Formalities III.-2:113
Goods sold in Imputation III.-2:110
transit IV.A.-5:203 Intervals, regular III.-1:109
Time IV.A.-5:103 Methods,
Patient IV.C.-8:101 alternative III.-2:105
Consent IV.C.-8:108-109 Non-
Free choice regarding conforming III.-3:201-204
treatment IV.C.-8:105 Not doing III.-1:101; Annex 1
Health condition IV.C.-8:102; “Performance”
IV.C.-8:105 Order of III.-2:104
Information IV.C.-8:105-108 Periodic III.-1:109
Not contracting Personal III.-2:107; III.-5:109
party IV.C.-8:101 Place III.-2:101; III.-5:117
Payment II.-3:102; III.-2:108 Prescription, effect
Ability to pay III.-5:112 of III.-7:501
Currency III.-2:109 Solidary obligation III.-4:108
Formalities IV.A.-3:202 Specific See Specific
Method III.-2:108 performance
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Third person III.-2:107 Independent IV.G.-1:101-102;

Time III.-2:102-103 IV.G.-3:101-109; IV.G.-4:105
Withhold, right to III.-3:204; Information,
III.-3:401 annual IV.G.-4:106
Periodicals II.-5:201 Maximum risk IV.G.-1:108
Person Annex 1 Undertaking IV.G.-1:104
Incapacity III.-7:305; Unilateral
IV.D.-6:105; VII.-2:103 promise IV.G.-1:104
Reputation VI.-2:203 Unlimited IV.G.-1:108;
Supervised VI.-3:104 IV.G.-4:105
Personal injury VI.-2:201-202; Withdrawal, right of II.-5:201
VI.-3:202-206 Personality right Annex 1
Causation VI.-4:101 “Right”
Exclusion of Place of business III.-2:101
liability III.-3:105; Change III.-2:101
VI.-5:401 Possession VI.-2:206
Fatal injury III.-3:105; Practices II.-1:104; II.-4:205
VI.-2:202; VI.-5:401 Good commercial
Injured person Annex 1 practice II.-3:101
Mental health VI.-2:201 Terms of contract II.-9:101
Non-economic loss VI.-2:202 Predictability Introd. 22, 36
Quantification VI.-6:203 Prescription III.-7:101; Annex 1
Restriction of Acknowledgement of the
liability III.-3:105; right III.-7:401
VI.-5:401 Arbitral award, right established
Third persons, loss suffered by III.-7:202-203
by VI.-2:202 Continuing
Personal security Introd. 55, 62; obligation III.-7:203
IV.G.-1:102 Effects III.-7:501-503
Acceptance IV.G.-1:104 Judgment, right established
Consumer IV.G.-4:101-107 by III.-7:202-203; III.-7:401
Dependent IV.G.-1:101-102; Legal proceedings, right
IV.G.-2:101-113; IV.G.-4:105 established
Freedom of by III.-7:202-203; III.-7:401
contract IV.G.-1:103 Modification by
Global IV.G.-1:101; agreement III.-7:601
IV.G.-2:104; IV.G.-4:105 Part payment III.-7:401
Payment of interest III.-7:401
383
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Period See Prescription period Fluctuations II.-5:201;

Security, giving of III.-7:401 II.-9:411
Set-off III.-7:503 Reduction See Price reduction
Solidary obligation III.-4:111 Weight, fixed by IV.A.-3:203
Prescription period III.-7:101 Price-indexation
Ancillary rights III.-7:502 clauses II.-9:411
Commencement III.-7:203 Price reduction III.-3:601;
Expiry III.-7:501 VII.-7:101
Expiry, postponement Damages III.-3:601
of III.-7:304-306 Sale of goods IV.A.-4:201
Extension III.-7:301-307 Principal Annex 1 “Authority”,
General III.-7:201; III.-7:203; “Benevolent intervention in
III.-7:401 another’s affairs”, “Commercial
Impediment beyond creditor’s agency”
control III.-7:302 Accounting IV.E.-3:311
Incapacity, person subject Avoidance II.-6:109
to III.-7:305 Benevolent intervention in
Judicial proceedings III.-7:302 another’s affairs V.-1:101
Lengthening III.-7:601 Commercial
Maximum length III.-7:307 agency IV.E.-3:101;
Renewal III.-7:401-402 IV.E.-3:301-313
Shortening III.-7:601 Co-operation IV.D.-2:101
Suspension III.-7:301-303 Death IV.D.-6:103;
Presumption Annex 1 IV.D.-6:105; IV.D.-7:103
Prevention VI.-1:102-103; Directions IV.D.-4:101-104
VI.-6:301-302 Incapacity IV.D.-6:105
Price II.-3:102-103; Annex 1; see Inform, obligation
also Payment to IV.E.-3:307-308
Adjustment IV.D.-4:201 Instructions IV.E.-3:202
Advertisement II.-4:201 Legal position in relation to
Catalogue II.-4:201 third party II.-6:105
Current III.-3:707 Mandate
Determination II.-9:104-107; contract IV.D.-1:101;
II.-9:411 IV.D.-7:103
Determination, Obligations IV.D.-2:101-103
unilateral II.-9:105; Representation II.-6:101-112
II.-9:411 Unidentified II.-6:108
Display of goods II.-4:201 Warn, duty to IV.E.-3:309
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Wishes IV.D.-3:201 Return of thing

Principles Introd. 9-11, 60-61, processed IV.C.-4:105;
66 IV.C.-4:107
Fundamental See Fundamental Risks IV.C.-4:107
Principles Supervision IV.C.-4:104
Principles of European Contract Termination IV.C.-4:107
Law Introd. 8, 10, 37, 46-47, Tools IV.C.-4:102
50-54 Withhold, right
Principles of European Insurance to IV.C.-4:106
Contract Law Introd. 59 Processor IV.C.-4:101
Privacy, right to VI.-2:203; Producer See Products
Annex 1 “Right” Products IV.E.-1:101; VI.-3:204
Private law, Europeanisation Circulation, put into VI.-3:204
of Introd. 7-8, 19 Components VI.-3:204
Procedure I.-1:101 Defective VI.-3:204;
Processing, contract VI.-3:207
for IV.C.-1:101; IV.C.-1:201; Goods IV.E.-1:101
IV.C.-4:101; Annex 1; see also Import VI.-3:204
Services, contract for Producer VI.-3:204; Annex 1
Client See Client Reputation IV.E.-5:205;
Components IV.C.-4:102 IV.E.-5:306
Control, return Safety VI.-3:204
of IV.C.-4:105; IV.C.-4:107 Services IV.E.-1:101
Co-operation IV.C.-4:102 Supplier VI.-3:204
Damage, prevention Profession VI.-2:207-208;
of IV.C.-4:103 VI.-3:206
Destruction of thing Professional Annex 1
processed IV.C.-4:107 Profit VI.-2:101
Inspection IV.C.-4:104 Promise Annex 1 “Notice”
Limitation of Unilateral Introd. 52;
liability IV.C.-4:108 II.-1:103; IV.G.-1:104
Materials IV.C.-4:102 Promissory notes I.-1:101
Ownership of thing Property I.-1:101; III.-2:111;
processed IV.C.-4:105 Annex 1; see also Ownership
Price, payment Corporeal Annex 1; Annex 1
of IV.C.-4:106-107 “Movables”
Processor See Processor Damage See Property damage
Destruction VI.-2:206
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Exercise VI.-2:206 Public holiday Annex 2

Immovable IV.A.-1:101; Public interest VI.-5:203
IV.G.-1:101; Annex 1 Public law I.-1:101
“Movables” Liability VI.-7:103
Incorporeal IV.A.-1:101; Unjustified
Annex 1 “Incorporeal”; Annex 1 enrichment VII.-7:103
“Movables” Public policy Introd. 25, 34;
Infringement VI.-2:206 VI.-2:101; VI.-5:103
Intangible IV.G.-1:101; Annex
1 Quality II.-9:108
Loss VI.-2:206 Standards of II.-3:101
Movable Introd. 39, 42; Quality of life VI.-2:101
IV.G.-1:101 Quantity
Preservation III.-2:111 Excess II.-3:401
Proceeds of sale III.-2:111
Proprietary Race Introd. 26
security IV.G.-1:101 Radiation VI.-3:206
Protection III.-2:111 Raiser Annex 1 “Producer”
Tangible IV.G.-1:101 Ratification II.-6:111;
Unjustified IV.D.-3:202; Annex 1 “Ratify”
enrichment VII.-7:101 Intervener’s acts VII.-4:106
Use of VI.-2:206 Mandate, acting
Value, reduction in III.-3:701; beyond IV.D.-3:202
VI.-2:101 Performance to non-
Property damage VI.-2:206; creditor VII.-4:104
VI.-3:202-206 Rationality Introd. 22, 36
Property law Introd. 2, 42, 55 Raw material VI.-3:204; Annex
Proposal II.-4:201 1 “Producer”
Proprietary right Annex 1 Reasonable Annex 1
“Right” Recklessness Annex 1
Proprietary security Introd. 39, Recipient III.-3:511
45, 54, IV.G.-1:101; IV.G.-1:107 Recommendation IV.C.-7:104
Maximum risk IV.G.-1:108 Conflict of
Provider interest IV.C.-7:107
Information See Information Records
provider Consultations IV.C.-8:109
Treatment See Treatment Design IV.C.-6:106
provider ExaminationsIV.C.-8:109
386
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Index
Information, contract for the Assignment VI.-6:106

provision of IV.C.-7:106 Compensation VI.-6:101;
Interpretation IV.C.-8:109 VI.-6:201
Interviews, Contributory fault VI.-5:102
preliminary IV.C.-8:109 De minimis rule VI.-6:102
Treatment IV.C.-8:109 Intervener V.-3:103
Reflection Annex 1 “Withdraw” Multiple injured
Reinstatement VI.-6:101 persons VI.-6:104
Relationship, contractual See Prevention VI.-6:301-302
Contractual relationship Recovery VI.-6:101
Relationship, legal See Legal Solidary liability VI.-6:105
relationship Representation Introd. 53;
Release III.-4:109 IV.D.-3:201
Religion Introd. 26 Conflict of interest II.-6:109
Remedies Damages II.-6:107
Compensation VI.-6:201-204 Direct IV.D.-1:102
Cumulation III.-3:102 External
Discrimination II.-2:105 relationships II.-6:101
Exclusion III.-3:105 Indirect IV.D.-1:102;
Overlapping II.-7:216 IV.D.-3:403; VII.-4:102
Prevention VI.-6:301-302 Internal relationship II.-6:101
Reparation VI.-6:101 Mandate Annex 1
Restriction III.-3:105 Principal,
Remuneration unidentified II.-6:108
Commercial Ratification II.-6:107;
agency IV.E.-3:306 II.-6:111; Annex 1 “Ratify”
Intervener V.-3:102 Third party II.-6:102;
Reasonable V.-3:102 II.-6:105-109; II.-6:111-112
Rent IV.B.-1:101; IV.B.-2:103; Representative II.-6:102;
IV.B.-3:104; IV.B.-5:101-102; II.-6:105; Annex 1
IV.B.-5:104; IV.B.-6:103; see Accountability for damage
also Lease of goods caused by VI.-3:201
Future IV.B.-6:103 Acting beyond
Reduction IV.B.-4:101; mandate IV.D.-3:201-202
IV.B.-4:104 Acting in own name II.-6:106
Repair IV.B.-5:108; Authorisation II.-6:102-103;
IV.C.-4:101; VI.-6:101 II.-6:112
Reparation VI.-6:101; Annex 1
387
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Index
Authority II.-6:102-104; Right Annex 1

II.-6:112; IV.D.-1:102 Right to
Death IV.D.-7:104 performance III.-1:101-102;
Disadvantage VII.-4:102 IV.C.-5:101; Annex 1 “Right”
Enrichment VII.-4:102 Ancillary III.-7:502
Expenses IV.D.-2:103 Assignability III.-5:104-509
Intervener V.-3:106 Assignment, effect
Mandate IV.D.-1:102; of III.-5:115
IV.D.-3:101; Annex 1 Conditional III.-1:106
Mandate contract IV.D.-1:101 Divided III.-4:202-204; Annex
Obligations IV.D.-3:101-103; 1 “Divided right”
IV.D.-3:401-403 Joint III.-4:202-203;
Several III.-4-205; Annex 1 “Joint
representatives II.-6:110 right”
Skill and care, obligation Non-discrimination III.-1:105
of IV.D.-3:103 Sale IV.A.-1:101
Standards, Set-off III.-6:101
professional IV.D.-3:103 Solidary III.-4:202-203;
Subcontracting IV.D.-3:302 III.-4:206-207
Requirement Annex 1 Termination by
Res judicata III.-7:302 agreement III.-1:108
Residence, habitual III.-2:101 Termination by
Change III.-2:101 notice III.-1:109
Resolutive condition III.-1:106; Terms III.-1:101
Annex 1 “Resolutive” Time-limited III.-1:107
Restitution Introd. 54, 74; Unascertained III.-6:103
III.-1:106-108; III.-3:104 Variation by
Benefits III.-3:511-512 agreement III.-1:108
Fruits III.-3:511 Variation by notice III.-1:109
Money, payment of III.-3:511 Right of withdrawal See
Termination of Withdrawal, right of
contracts III.-3:511-515 Risk See Passing of risk
Withdrawal, right of II.-5:105 Rule of law VII.-2:101
Retention, right of IV.E.-2:401
Revocation Annex 1 Sale of goods Introd. 55, 69;
Mandate IV.D.-1:104-105 IV.A.-1:101-102; IV.A.-1:202;
Notice IV.D.-1:105 Annex 1 “Sale, contract for”; see
Offer II.-4:202 also Goods
388
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Index
Carriage of the Independence IV.G.-3:101

goods IV.A.-2:201; Interpretation IV.G.-1:105
IV.A.-2:204 Investment
Consumer securities IV.A.-1:101
contract IV.A.-1:204; Personal See Personal security
IV.A.2:202; IV.A.-2:304; Prescription period,
IV.A.-4:301; IV.A.-5:103; renewal III.-7:401
Annex 1 Proprietary See Proprietary
Consumer goods security
guarantees IV.A.-1:103 Provision of IV.C.-1:102
Damages IV.A.-2:203; Security provider See Security
IV.A.-4:201 provider
Delivery of goods IV.A.-2:101; Storage IV.C.-5:101
IV.A.-2:201-204 Transferable II.-9:411
Documents representing the Withhold, right
goods IV.A.-2:202 to IV.G.-2:103
Excess quantity, delivery Security
of II.-3:401 endorsement IV.G.-1:102
Insurance IV.A.-2:201; Security provider IV.G.-1:101
IV.A.-2:204 Consumer IV.G.-4:101-107
Passing of Defences IV.G.-2:103
risk IV.A.-5:101-102; Recourse against
IV.A.-5:201-203 debtor IV.G.-1:108
Price reduction IV.A.-4:201 Recourse, internal IV.G.-1:108
Remedies IV.A.-4:101 Remuneration IV.G.-1:105
Supply of goods Annex 1 Solidary liability IV.G.-1:107;
“Supply” IV.G.-2:105; IV.G.-2:108
Termination IV.A.-4:201 Subsidiary
Withhold performance, right liability IV.G.-2:106;
to IV.A.-4:201 IV.G.-2:108; IV.G.-4:105
Sample IV.A.-2:302; IV.B.-3:103 Selective distribution
Saturday Annex 2 contract IV.E.-5:101;
Saving VII.-5:103 IV.E.-5:301-306; see also
Security IV.C.-5:101 Distribution contract
Coverage IV.G.-2:104 Self-contracting IV.D.-5:101
Debtor IV.G.-1:101 Consumer IV.D.-5:101
Form IV.G.-4:104 Self-defence VI.-5:202
Global IV.G.-1:101
389
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Index
Seller IV.A.-1:202; Annex 1 Non-conformity,

“Sale, contract for” anticipated IV.C.-2:110
Barter IV.A.-1:203 Ownership, transfer
Conformity of of IV.C.-2:106
goods IV.A.-2:101; Permits IV.C.-2:103
IV.A.-4:304 Price II.-4:201; IV.C.-1:101;
Documents, transfer IV.C.-2:101; IV.C.-2:105;
of IV.A.-2:101 IV.C.-2:109
Non-business IV.A.-4:203 Processing IV.C.-4:101
Obligations IV.A.-2:101 Result IV.C.-2:106-108;
Specification of the IV.C.-2:110
goods IV.A.-3:102 Risk IV.C.-2:102; IV.C.-2:105
Transfer of Service provider See Service
ownership IV.A.-2:101 provider
Services, contract for Introd. 56, Subcontractors IV.C.-2:104
63, 70; IV.C.-1:101; Supply IV.C.-2:103; Annex 1
IV.C.-1:201; Annex 1; see also Termination IV.C.-2:111
Services Time IV.C.-2:105
Change of Time, adjustment
circumstances IV.C.-2:109 of IV.C.-2:103
Client See Client Tools IV.C.-2:104
Co-operation IV.C.-2:103 Variation IV.C.-2:102;
Damage, prevention IV.C.-2:107; IV.C.-2:109
of IV.C.-2:105 Withdrawal, rights of II.-5:201
Damages IV.C.-2:103 Withhold
Design, carrying performance IV.C.-2:103
out IV.C.-6:101 Service provider IV.C.-1:101
Directions IV.C.-2:103; Business IV.C.-2:101;
IV.C.-2:107 IV.C.-2:105
Duties to warn, pre- Care IV.C.-2:105
contractual IV.C.-2:102; Duty to warn IV.C.-2:102;
IV.C.-2:107-109 IV.C.-2:108
Information II.-3:101; Expenditure VII.-5:103
IV.C.-2:103 Skill IV.C.-2:105
Licences IV.C.-2:103 Standards,
Marketing II.-3:102 professional IV.C.-2:105
Materials IV.C.-2:104 Services See also Services,
contract for
390
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Index
Accommodation II.-5:201 Silence II.-4:204

Capacity II.-4:201 Simulation II.-9:201
Catering II.-5:201 Small and medium sized
Leisure II.-5:201 enterprises Introd. 20, 27
Marketing II.-3:102 Social Responsibility Introd. 22,
Non-conformity III.-3:107 32
Products IV.E.-1:101 Soft law Introd. 13
Solicited IV.C.-5:110 Software II.-5:201; IV.A.-1:101
Transport II.-5:201 Supply by electronic
Unfair contract means II.-5:201
terms II.-9:411 Soil VI.-2:209
Unsolicited II.-3:401 Solidarity Introd. 22, 32
Services Directive Introd. 78 Solidary creditors III.-4:206; see
Set-off III.-6:101-102; also Solidary right
III.-6:106-107; IV.G.-2:103; Solidary debtors See also Solidary
Annex 1 liability
Consumer contract II.-9:411 Defences III.-4:112
Currency, foreign III.-6:104 Recourse III.-4:107;
Exclusion III.-6:108 III.-4:110-111
Notice III.-6:105-106 Share of liability III.-4:106
Prescription, effect Solidary liability III.-4:103;
of III.-7:503 III.-4:105; VI.-6:105; see also
Right III.-6:101 Solidary debtors
Solidary obligation III.-4:108 Security provider IV.G.-2:105
Unascertained Solidary obligation III.-4:102;
rights III.-6:103 Annex 1
Settlement III.-1:108; Judgment, effect of III.-4:110
III.-3:509; III.-4:109 Merger of debts III.-4:108
Shares IV.A.-1:101 Performance III.-4:108
Ships Annex 1 “Goods” Prescription III.-4:111
Signatory I.-1:106 Release III.-4:109
Signature I.-1:106 Set-off III.-4:108
Advanced electronic Solidary right III.-4:202-203;
signature I.-1:106; Annex 1 III.-4:206-207; Annex 1
Electronic signature I.-1:106; Source of danger VI.-3:207;
Annex 1 VI.-4:101
Handwritten Animal VI.-6:302
signature I.-1:106; Annex 1 Space objects Annex 1 “Goods”
391
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Index
Spare parts IV.E.-2:306 Ownership of thing

Specific performance III.-3:101; stored IV.C.-5:104-105
III.-3:302 Place IV.C.-5:102
Damages III.-3:303 Price, payment of IV.C.-5:106;
Lease of goods IV.B.-4:101 IV.C.-5:108
Standard of care IV.G.-2:110; Protection of thing
VI.-3:102; Annex 1 “Negligence” stored IV.C.-5:103
Standard contract Remains of thing
terms II.-9:403; Annex 1 stored IV.C.-5:108
“Standard terms” Return of thing
Burden of proof II.-9:403 stored IV.C.-5:104-106;
Conflicting II.-4:209 IV.C.-5:108
EU-wide Introd. 60 Risks IV.C.-5:108
Transparency II.-9:402 Sale of thing
Stand-by letter of stored IV.C.-5:104
credit IV.G.-1:102; Storer See Storer
IV.G.-3:101; see also Independent Subcontracting IV.C.-5:102
personal security Use of thing
Statutory provisions VI.-7:102 stored IV.C.-5:103
Stock IV.A.-1:101; IV.E.-2:306 Withhold, right to IV.C.-5:106
Exhaustion II.-4:201 Storer IV.C.-5:101
Stock exchange II.-9:411 Hotel-keeper IV.C.-5:110
Index II.-9:411 Structure See Construction
Storage, contract contract
for IV.C.-1:101; IV.C.-1:201; Subcontracting IV.C.-2:104;
IV.C.-5:101; Annex 1; see also IV.C.-5:102; IV.D.-3:302
Service contracts Sublease IV.B.-7:103
Client See Client Subrogation Annex 1
Conformity IV.C.-5:105 Substance VI.-3:206-207
Destruction of thing Abandonment VI.-3:208
stored IV.C.-5:108 Keeper VI.-3:206; Annex 1
Fruit, handing Standards of control,
over IV.C.-5:104 statutory VI.-3:206
Limitation of Substitution of new
liability IV.C.-5:109 debtor III.-5:201-202;
Obligation to inform, post- III.-5:301; Annex 1
storage IV.C.-5:107 Defences III.-5:202
Future III.-5:201
392
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Index
Securities III.-5:202 Not individually

Succession I.-1:101 negotiated II.-9:103;
Suffering VI.-2:101 II.-9:402-403
Sunday Annex 2 Obligation III.-1:101
Supervised persons, damage Right III.-1:101
caused by VI.-3:104 Statements, pre-
Supervision contractual II.-9:102
Construction IV.C.-3:105 Unfair See Unfair contract terms
Processing IV.C.-4:104 Terminate III.-3:501
Supplier IV.E.-5:101; see also Termination III.-3:501;
Distribution contract III.-3:509; VII.-7:101; Annex 1
Obligations IV.E.-5:201-205 Agreement III.-1:108
Supply IV.B.-4:107; Anticipated non-
IV.E.-4:204; Annex 1 performance III.-3:504
Information, disclosure Change of
of II.-3:101 circumstances III.-1:110
Stated prices II.-4:201 Contractual
Unsolicited goods / obligations III.-3:501-505
services II.-3:401 Contractual
Suspensive condition III.-1:106; relationships III.-3:501
Annex 1 “Suspensive” Delay in
performance III.-3:503
Tangible object VI.-6:101 Divisible obligations III.-3:506
Taxes II.-3-103 Effects III.-3:509-510
Telecommunication Extraordinary and serious
operators II.-5:201 reason IV.D.-6:103;
Telephone II.-3:104 IV.D.-6:105
Tender, new and Form II.-4:105
conforming III.-3:202 Fundamental non-
Term Annex 1 performance III.-3:502;
Additional II.-4:208 III.-3:504-505
Contract II.-9:101 Loss of right to III.-3:508
Different II.-4:208 Mandate
Implied Introd. 53; II.-9:101 relationship IV.D.-1:104;
Interpretation II.-8:103-106 IV.D.-6:101-105;
Negotiated II.-8:104 IV.D.-7:101-104
Notice Introd. 52; III.-1:109;
III.-3:503; III.-3:507-508
393
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Index
Property received III.-3:510 Computation See Computation

Restitution of of time
benefits III.-3:511-515; Timeshare contract II.-5:202
III.-3:706-707 Advance payment II.-5:202
Substitute Withdrawal, right of II.-5:202
transaction III.-3:706 Tools IV.C.-2:104; IV.C.-3:102;
Terminology Introd. 12, 51-52, IV.C.-3:105; IV.C.-4:102;
57, 64-65 IV.C.-4:104
Contract law Introd. 70 Tort Introd. 70
Directives Introd. 64, 70 Trade VI.-2:207-208; VI.-3:206
Textual form I.-1:105; Annex 1 Trade mark VI.-3:204; Annex 1
Assignment, notice “Franchise”
of III.-5:119 Trade name Annex 1 “Franchise”
Contract terms II.-3:105-106; Trade union VI.-7:104
II.-9:103 Traffic accident VI.-3:205;
Security, contract VI.-5:102
of IV.G.-4:104 Trailer VI.-3:205
Third party Training courses IV.E.-4:203
Representation II.-6:102 Transfer of contractual
Third party rights Introd. 54; position Annex 1
II.-9:301-303 Transfer of ownership Introd.
Benefits II.-9:301-303 39; IV.A.-1:202; IV.A.-2:101;
Defences II.-9:302 Annex 1 “Sale, contract for”
Performance II.-9:302 Avoidance, effect of II.-7:212
Rejection of benefit II.-9:303 Barter IV.A.-1:203; Annex 1
Remedies II.-9:302 “Barter, contract for”
Revocation of Lease of goods IV.B.-1:101
benefit II.-9:303 Transparency II.-9:402;
Rights II.-9:301-303 II.-9:408
Third persons Introd. 34 Transport, contracts
Loss VI.-2:202; VI.-5:501 for II.-5:201; IV.C.-1:102;
Performance by III.-2:107 IV.C.-5:101; IV.E.-1:102
Threats II.-7:101; II.-7:206; Travel insurance
VII.-2:103 policies II.-5:201
Damages II.-7:214 Traveller’s cheques II.-9:411
Remedies II.-7:215-216
Third persons II.-7:208
Time
394
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Index
Treatment, contract Revocation of

for IV.C.-1:101; IV.C.-1:201; consent IV.C.-8:108
IV.C.-8:101; Annex 1; see also Risks IV.C.-8:105-106
Services, contract for Skill and care, obligation
Alternatives IV.C.-8:105-106 of IV.C.-8:104; IV.C.-8:109
Assessment, Termination IV.C.-8:110
preliminary IV.C.-8:102 Unnecessary IV.C.-8:106;
Choice IV.C.-8:105 IV.C.-8:108
Consent of Withhold
patient IV.C.-8:108 performance IV.C.-8:110
Consultation IV.C.-8:102 Treatment provider IV.C.-8:101
Disclosure of Identity IV.C.-8:111
information IV.C.-8:109 Skill and care, obligation
Emergency IV.C.-8:107-108 of IV.C.-8:104
Examination IV.C.-8:102 Treatment-providing
Experimental IV.C.-8:106 organisations IV.C.-8:111
Future IV.C.-8:198 Trust Introd. 39, 45; III.-5:103
Inform, obligation
to IV.C.-7:101; Undertaking,
IV.C.-8:105-108 unilateral II.-1:103;
Installations IV.C.-8:103 IV.G.-1:104
Instruments IV.C.-8:103 Unfair competition VI.-2:208;
Interview of the see also Competition, law of
patient IV.C.-8:102 Unfair contract terms Introd.
Materials IV.C.-8:103 25; II.-9:401-411
Medicines IV.C.-8:103 Business-to-business
Mental condition of a contracts II.-9:406
person IV.C.-8:101 Business-to-consumer
Non-disclosure of contracts II.-9:404;
information IV.C.-8:107 II.-9:408-411
Non-performance IV.C.-8:110 Effects II.-9:409
Physical condition of a Jurisdiction clauses,
person IV.C.-8:101 exclusive II.-9:410
Premises IV.C.-8:103 Maintenance of the
Professional contract II.-9:409
practice IV.C.-8:103 Non-business parties, contracts
Proposed IV.C.-8:105 between II.-9:405
Records, adequate IV.C.-8:109
395
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Index
Presumption of Unjustified enrichment Introd.

unfairness II.-9:411 24, 29, 38, 45, 54-55, 70;
Unfair exploitation Introd. 25, VII.-1:101; Annex 1; see also
27; II.-7:101; II.-7:207; Enrichment
VII.-2:103 Avoidance, effect of II.-7:303;
Adaptation of II.-7:212
contract II.-7:207 Concurrent
Damages II.-7:214 obligations VII.-7:102
Good faith and fair Disadvantage VII.-1:101;
dealing II.-7:205; II.-7:207 VII.-3:102
Remedies II.-7:215-216 Goods, unsolicited II.-3:401
Third persons II.-7:208 Illegality VII.-6:103
Unfair Terms in Consumer Nullity, effect of II.-7:303
Contracts, Directive Private law rules VII.-7:101
on Introd. 73 Reversal VII.-1:101;
Unfairness test II.-9:404-406; VII.-5:101-104; VII.-7:102
II.-9:408-409 Services, unsolicited II.-3:401
Exclusion II.-9:407 Use of asset VII.-7:102
Main subject matter II.-9:407 Usages II.-1:104; II.-4:205
Price II.-9:407 Contract terms II.-9:101
UNIDROIT Principles of Interpretation of
International Commercial contract II.-8:102
Contracts Introd. 10
Uniformity of Validity Annex 1 “Valid”
application I.-1:102 Value
Unilateral juridical Benefits III.-3:513; III.-3:515
act II.-1:101; II.-4:301; Depreciation of VI.-6:101
II.-8:201; see also Juridical act Diminished III.-1:110
Certainty, sufficient II.-4:301 Disadvantage VII.-4:107
Change of Enrichment VII.-4:107;
circumstances III.-1:110 VII.-5:101-103
Intention to be legally Property III.-3:701; VI.-2:101
bound II.-4:301-302 Variation Introd. 53
Notice II.-4:301 Agreement III.-1:108
Rejection II.-4:303 Change of
circumstances III.-1:110
Notice III.-1:109
396
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Index
Vehicles VI.-3:205; Annex 1 Notice of

“Keeper”; see also Motor vehicles withdrawal II.5:102-103,
Abandonment VI.-3:208 105
Vessels Annex 1 “Goods” Notification,
Vibrations VI.-3:206 adequate II.-3:103;
Video recordings II.-5:201 II.-3:106; II.-5:104
Voice over internet Restitution II.-5:105
protocol II.-3:104 Timeshare contracts II.-5:202
Void Annex 1 Withdrawal period II.-3:107;
Voidable Annex 1 II.-5:103; Annex 1 “Withdraw”
Withhold, right to III.-3:401;
Water VI.-2:209 Annex 1 “Withholding
Way forward See Action plan on performance”; see also
A More Coherent European Performance
Contract Law Assignment, request for notice
Weight IV.A.-3:203 of III.-5:119
Welfare Introd. 24, 29-30; see Commercial
also Economic welfare agency IV.E.-3:301-302
Wills I.-1:101 Construction IV.C.-3:107
Withdraw, right to Annex 1 Cure, opportunity to III.-3:204
“Withdraw”; see also Withdrawal, Delivery, taking of IV.A.-5:201
right of Hotel-keeper IV.C.-5:110
Withdrawal, right Lack of
of II.-5:101-106; II.-5:201; conformity IV.A.-4:201
VII.-7:101 Lease of goods IV.B.-4:101;
Business premises, contracts IV.B.-4:107; IV.B.-6:101
negotiated away Mandate IV.D.-4:103
from II.-5:201 Processing IV.C.-4:106
Consumer II.-3:107; II.-5:106; Security IV.G.-2:103
II.-5:201 Service contract IV.C.-2:103
Effects II.-5:105-106 Storage IV.C.-5:106
Exercise II.-5:102-104 Treatment IV.C.-8:110
Information II.-3:102-103; Working days Annex 2
II.-3:106 Writing I.-1:105; II.-1:107;
Liability II.-5:105 Annex 1
Linked contracts II.-5:106 Wrongful act III.-6:108
397
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DCFR Outline Interim

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Principles, Definitions and Model Rules of

European Private Law

This work can be ordered as a book for J 9,90 at www.sellier.de

Academic contributors and funders 41

Book I General provisions 101

Book II Contracts and other juridical acts 105

Book III Obligations and corresponding rights 149

Book IV Specific contracts and the rights and

Book V Benevolent intervention in another’s Affairs 299

Book VI Non-Contractual liability arising out of

Book VII Unjustified enrichment

Annex 1 Definitions 321

Annex 2 Computation of time

The purposes of the DCFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Contents of the DCFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Aims and underlying values . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

26. Restrictions on freedom to contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

The coverage of the DCFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Structure and language of the DCFR model rules. . . . . . . . . . . . . . . . . . . . . . . . . . 20

How the DCFR relates to PECL, the SGECC PEL series,

1. DCFR and CFR distinguished. In this volume the Study Group on

interim outline edition. Among other goals its completion fulfils an

2. An interim outline edition of the DCFR. The DCFR is being pub-

1 COM (2003) final, OJ C 63/1 (referred to below as Action Plan).

can best be satisfied by the publication of an (inexpensive) paper-

4. An academic, not a politically authorised text. It must be stressed

5. About this introduction. This introduction explains the purposes

The purposes of the DCFR

6. A possible model for a political CFR. As already indicated, this

7. Legal science, research and education. The DCFR ought not to be

8. A possible source of inspiration. The drafters of the DCFR nurture

2 Ole Lando and Hugh Beale (eds.), Principles of European Contract

charged with preparing the modernisation of the relevant national

Contents of the DCFR

9. Principles, definitions and model rules. The DCFR contains ‘prin-

10. Meaning of ‘principles’. The European Commission’s communi-

11. Underlying principles. The word ‘principles’ surfaces occasion-

12. Definitions. ‘Definitions’ have the function of suggestions for

definitions which was internally incoherent. The definitions can be

Aims and underlying values

15. Ongoing discussion on ‘fundamental principles’. As already ex-

with the question of underlying values (see para. 77 below). It might

16. A matter of political standpoint. To some extent the ‘Fundamen-

17. Request for comments. Readers are invited to comment on

18. Function and purpose of ‘fundamental principles’. Private law

3 Workshop organised by the European Commission on 6 June 2005 at

practical guidance on how to read and to interpret the definitions

19. ‘Fundamental principles’ expressed as aims. There are different

20. Model of society and economic system. The formulation of core

22. Core aims of European private law. Any attempt to work on

23. Balancing conflicting aims and values. It is characteristic for such

25. Freedom, in particular freedom of contract. Contract is the basic

26. Restrictions on freedom to contract. Thus in general persons

27. Restrictions on freedom to determine contents of contract. Simi-

28. Minimum intervention. Even when some intervention can be

30. Interventions to promote efficiency. Economic welfare may

31. Protection of human rights. Private law must contribute to the

34. Contracts harmful to third persons and society in general. A fur-

35. EU-specific aims. The DCFR is to be interpreted and applied in a

36. Rationality, legal certainty, predictability, efficiency. The under-