Prepared by the Commission on European Contract Law

CHAPTER 1: GENERAL PROVISIONS

Section 1: Scope of the Principles

Article 1:101: Application of the Principles

1. (1) These Principles are intended to be applied as general rules of contract law in the European Union.

2. (2) These Principles will apply when the parties have agreed to incorporate them into their contract or that their contract is to be governed by them.

3. (3) These Principles may be applied when the parties:

1. (a) have agreed that their contract is to be governed by “general principles of law”, the “lex mercatoria” or the like; or

2. (b) have not chosen any system or rules of law to govern their contract.

1. (4) These Principles may provide a solution to the issue raised where the system or rules of law applicable do not do so.

Article 1:102: Freedom of Contract

1. (1) Parties are free to enter into a contract and to determine its contents, subject to the requirements of good faith and fair dealing, and the mandatory rules established by these Principles.

2. (2) The parties may exclude the application of any of the Principles or derogate from or vary their effects, except as otherwise provided by these Principles.