Part 3: Part 3: Formation of Contract
Article 13 - Negotiations(1) A party is free to negotiate and is not liable for failure to reach an agreement.(2) A party who has negotiated or ceased negotiations in bad faith is liable to compensate the other party for losses caused to that other party.(3) Without limiting the expression used in Article 13(2), a party acts in bad faith if that party enters into or continues negotiations with no real intention of reaching an agreement with the other party.
Article 14 - Confidentiality
Where information is given as confidential by one party in the course of negotiations, the other party is under a duty not to disclose that information or to use it improperly for his own purposes, whether or not a contract is subsequently concluded. Where appropriate, the remedy for breach of that duty may include compensation based on the benefit received by the other party.
Article 15 - Manner of formation
A contract is concluded either by the acceptance of an offer or by conduct of the parties that is sufficient to show agreement.
Article 16 - Definition of offer
A proposal for concluding a contract constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance.
Article 17 - Withdrawal of offer(1) An offer becomes effective when it reaches the offeree.(2) An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer.
Article 18 - Revocation of offer
Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before it has dispatched an acceptance. However, an offer cannot be revoked if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable.
Article 19 - Rejection of offer
An offer is terminated when a rejection reaches the offeror.
Article 20 - Mode of acceptance(1) A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance.(2) An acceptance of an offer becomes effective when the indication of assent reaches the offeror.(3) However, if, by virtue of the offer or as a result of practices which the parties have established between themselves or of usage, the offeree may indicate assent by performing an act without notice to the offeror, the acceptance is effective when the act is performed.
Article 21 - Time of acceptance
An offer must be accepted within the time the offeror has fixed or, if no time is fixed, within a reasonable time having regard to the circumstances, including the rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediately unless the circumstances indicate otherwise.
Article 22 - Acceptance within a fixed period of time(1) A period of acceptance fixed by the offeror in a written offer begins to run from the time that the offer is dispatched. A time indicated in the offer is deemed to be the time of dispatch unless the circumstances indicate otherwise.(2) A period of acceptance fixed by the offeror in an oral offer begins to run from the time the offer is received by the offeree.
Article 23 - Late acceptance and delay in transmission(1) A late acceptance is nevertheless effective as an acceptance if without undue delay the offeror so informs the offeree or gives notice to that effect.(2) If a letter or other writing containing a late acceptance shows that it has been sent in such circumstances that if its transmission 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 it considers the offer as having lapsed.
Article 24 - Withdrawal of acceptance
An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective.
Article 25 - Modified acceptance
A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-offer.
Article 26 - Conclusion of contract dependent on agreement on specific matters or in a specific form
Where in the course of negotiations one of the parties insists that the contract is not concluded until there is agreement on specific matters or in a specific form, no contract is concluded before agreement is reached on those matters or in that form.
Article 27 - Contract with terms deliberately left open(1) If the parties intend to conclude a contract, the fact that they intentionally leave a term to be agreed upon in further negotiations or to be determined by a third
Persondoes not prevent a contract from coming into existence.(2) If the parties subsequently reach no agreement on the term or the third Persondoes not determine the term, the existence of the contract is not affected by the fact that the term has not been agreed or determined if:(A) the term is not an essential term of the current contract; or(B) the term is an essential term of the current contract, provided that there is an alternative means of rendering the term definite that is reasonable in the circumstances, having regard to the intention of the parties.
Article 28 - Entire agreement
A contract in writing which contains a clause indicating that the writing completely embodies the terms on which the parties have agreed cannot be contradicted or supplemented by evidence of prior statements or agreements.
Article 29 - No variations
A contract in writing which contains a clause requiring any modification or termination by agreement to be in a particular form may not be otherwise modified or terminated.
Article 30 - Contracting under standard terms(1) Where one or more parties use standard terms in concluding a contract, the general rules on formation apply, subject to Article 30(3).(2) Standard terms are provisions which are prepared in advance for general and repeated use by one party and which are actually used without negotiation with the other party or parties.(3) In case of conflict between a standard term and a term which is not a standard term the latter prevails.