• Part 6: Part 6: Content

    • Article 52 - Express and Implied Obligations

      The contractual obligations of the parties may be express or implied.

    • Article 53 - Implied Obligations

      (1) Implied obligations stem from reasonableness, the nature and purpose of the contract and practices established between the parties and usages.
      (2) In a contract for the sale of goods:
      (A) there shall be an implied term on the part of the seller that the seller has the right to sell the goods in question and that such goods are not subject to any encumbrances;
      (B) by description there shall be an implied term that the goods will correspond with that description; and
      (C) where a purchaser of goods makes known any particular purpose for which goods are being bought there shall be an implied term that such goods are fit for such purpose.
      (3) In a contract for services there shall be an implied term that the provider of such services will use reasonable skill in the provision of the services.

    • Article 54 - Co-operation between the parties

      Each party shall co-operate with the other party when such co-operation may reasonably be expected for the performance of that party's obligations.

    • Article 55 - Duty to achieve a specific result and duty of reasonable efforts

      (1) To the extent that an obligation of a party involves a duty to achieve a specific result, that party is bound to achieve that result.
      (2) To the extent that an obligation of a party involves a duty of reasonable efforts in the performance of an activity, that party is bound to make such efforts as would be made by a reasonable Person of the same kind in the same circumstances.

    • Article 56 - Determination of kind of duty involved

      In determining the extent to which an obligation of a party involves a duty of reasonable efforts in the performance of an activity or duty to achieve a specific result, regard shall be had, among other factors, to the way in which the obligation is expressed in the contract, the contractual price and other terms of the contract, the degree of risk normally involved in achieving the expected result and the ability of the other party to influence the performance of the obligation.

    • Article 57 - Determination of quality of performance

      Where the quality of performance is neither fixed by, nor determinable from, the contract a party is bound to render a performance of a quality that is reasonable in the circumstances.

    • Article 58 - Price determination

      (1) Where a contract does not fix or make provision for determining the price, the parties are considered, in the absence of any indication to the contrary, to have made reference to the price generally charged at the time of the conclusion of the contract for such performance in comparable circumstances in the trade concerned or, if no such price is available, to a reasonable price.
      (2) Where the price is to be fixed by a third Person, and that Person cannot or will not do so, the price shall be a reasonable price.
      (3) Where the price is to be fixed by reference to factors which do not exist or have ceased to exist or to be accessible, the nearest equivalent factor shall be treated as a substitute.

    • Article 59 - Contract for an Indefinite Period

      A contract for an indefinite period may be ended by either party by giving notice a reasonable time in advance.

    • Article 60 - Release by agreement

      (1) An Obligee may release its right by agreement with the Obligor.
      (2) An offer to release a right gratuitously shall be deemed accepted if the Obligor does not reject the offer without delay after having become aware of it.