جواد بابائی - وکیل پایه یک دادگستری

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CHAPTER I - GENERAL PROVISIONS

ARTICLE I.I

(Freedom of contract)

The parties are free to enter into a contract and to determine its content.

ARTICLE 1.2

(No form required)

Nothing in these principles requires a contract to be concluded in or evidenced

by writing. It may be proved by any means, including witnesses.

ARTICLE 1.3

(Binding character of contract)

A contract validly entered into binding upon the parties. It can only be modified

or terminated in accordance with its terms or by agreement or as otherwise

provided in these principles.

.ARTICLE 1.4

(Mandatory rules)

Nothing in these principles shall restrict the application of mandatory rules.

whether of national, international or supranational origin, which are applicable in

accordance with the relevant rules of private international law.

ARTICLE 1.5

(Exclusion or modification by the parties)

The parties may exclude the application of these principles or derogate from or

vary the affect of any of their provisions, except as otherwise provided in the

principles.

ARTICLE 1.6

(Interpretation and supplementation of the principles)

(1)  In the  interpretation of these principles, regard is to be had to their

international character and  to  their purposes including the  need  to promote

uniformity in their application.

(2) Issues within the scope of these principles but not expressly settled by them

are as far as possible to be settled in accordance with their underlying general

principles.

ARTICLE 1.7

(Good faith and fair dealing)

(1) Each party must act in accordance with good faith and fair dealing in

international trade.

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

ARTICLE 1.8

(Usages and practices)

(1) The parties are bound by any usage to which they have agreed and by any

practices which they have established between themselves.

(2) The parties are bound by a usage that is widely known to and regularly

observed in international trade by parties in the particular trade concerned except

where the application of such a usage would be unreasonable.

ARTICLE 1.9

(Notice)

(1) Where notice is required it may be given by any means appropriate to the

circumstances.

(2) A notice is effective when it reaches the person to whom it is given.

(3) For the purpose of paragraph (2) a notice "reaches" a person when given to

that person orally or delivered at that person's place of business or mailing address.

(4) For the purpose of this article "notice" includes a declaration, demand,

request or any other communication of intention.

ARTICLE 1.10

(Definitions)

In these Principles

- "court" includes an arbitral tribunal;

- where a party has more than one place of business the relevant "place of

business"  is  that which  has  the closest  relationship  to  the contract  and  its

performance, having regard to the circumstance known to or contemplated by the

parties at any time before or at the conclusion of the contact;

- "obligor" refers to the party who is to perform an obligation and "obligee"

refers to the party who is entitled to performance of thst obligation. •

- "writing" means any mode of communication that preserves a record of the

information contained therein and is capable, of being reproduced in tangible form.