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History & Modern Evolution of Transnational Commercial Law

Naudé, Tjakie, in: Vogenauer, Stefan (ed.), Commentary on the Unidroit Principles of International Commercial Contracts (PICC), 2nd ed. 2015

Title
Naudé, Tjakie, in: Vogenauer, Stefan (ed.), Commentary on the Unidroit Principles of International Commercial Contracts (PICC), 2nd ed. 2015
Table of Contents
 Introduction to Arts 2.1.19—2.1.22
Content

 

Introduction to Arts 2.1.19—2.1.22

922805Arts 2.1.19-2.1.22 consider the incorporation of standard terms into a contract. The spe- par cial rules on standard terms contained in Arts 2.1.20—2.1.22 recognize that parties typically treat standard terms differently to individually negotiated ones.1922805 The four provisions at the end of Section 2.1 of the PICC reflect the general principle922805 that a party is only bound to a standard term when the user of the term is reasonably entitled to assume from the other party’s conduct that that party had assented to the term or was prepared to be bound without reading it. However, this cannot be assumed in several instances: first, when the user of the standard terms makes no express reference to them (unless they are incorporated by usage or practice2922805); secondly, when a term is ‘surprising’ (Art 2.1.20); thirdly, when the standard term conflicts with a non-standard term (Art 2.1.21); on, fourthly, when both parties have used standard terms and reached agreement except on those terms, unless the party that relies on its terms has clearly indicated that it does not intend to be bound by the contract except on its own terms (Art 2.1.22).


1cf(1979) Study L—Doc 16, para 11.
2Off Cmt 3 to Art 2.1.19, p 67. This also follows from Art 2.1.2 which provides that an offer must be sufficiently definite.

1cf(1979) Study L—Doc 16, para 11.

2Off Cmt 3 to Art 2.1.19, p 67. This also follows from Art 2.1.2 which provides that an offer must be sufficiently definite.

Referring Principles
Trans-Lex Principle: IV.3.2 - Inclusion of standard terms
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