【導(dǎo)讀】Rome1994. INTRODUCTION

　　

【正文】 tances 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 ARTICLE (Withdrawal of acceptance) An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have bee effective. ARTICLE (Modified acceptance) (1) 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 counteroffer. (2) However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, objects to the discrepancy. If the offeror does not object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance. ARTICLE (Writings in confirmation) If a writing which is sent within a reasonable time after the conclusion of the contract and which purports to be a confirmation of the contract contains additional or different terms, such terms bee part of the contract, unless they materially alter the contract or the recipient, without undue delay, objects to the discrepancy. ARTICLE (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 (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 person does not prevent a contract from ing into existence. (2) The existence of the contract is not affected by the fact that subsequently (a) the parties reach no agreement on the term。 or (b) the third person does not determine the term, 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 (Negotiations in bad faith) (1) A party is free to negotiate and is not liable for failure to reach an agreement. (2) However, a party who negotiates or breaks off negotiations in bad faith is liable for the losses caused to the other party. (3) It is bad faith, in particular, for a party to enter into or continue negotiations when intending not to reach an agreement with the other party. ARTICLE (Duty of confidentiality) Where information is given as confidential by one party in the course of negotiations, the other party is under a duty not a disclose that information or to use it improperly for its own purposes, whether or not a contract is subsequently concluded. Where appropriate, the remedy for breach of that duty may include pensation based on the benefit received by the other party. ARTICLE (Merger clauses) A contract in writing which contains a clause indicating that the writing pletely embodies the terms on which the parties have agreed cannot be contradicted or supplemented by evidence of prior statements or agreements. However, such statements or agreements may be used to interpret the writing. ARTICLE (Written modification clauses) A contract in writing which contains a clause requiring any modification or termination by agreement to be in writing may not be otherwise modified or terminated. However, a party may be precluded by its conduct from asserting such a clause to the extent that the other party has acted in reliance on that conduct. ARTICLE (Contracting under standard terms) (1) Where one party or both parties use standard terms in concluding a contract, the general rules on formation apply, subject to Articles . (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. ARTICLE (Surprising terms) (1) No term contained in standard terms which is of such a character that the other party could not reasonably have expected it, is effective unless it has been expressly accepted by that party. (2) In determining whether a term is of such a character regard is to be had to its content, language and presentation. ARTICLE (Conflict between standard terms and nonstandard terms) In case of conflict between a standard term and a term which is not a standard term the latter prevails. ARTICLE (Battle of forms) Where both parties use standard terms and reach agreement except on those terms, a contract is concluded on the basis of the agreed terms and of any standard terms which are mon in substance unless one party clearly indicates in advance, or later and without undue delay informs the other party, that it does not intend to be bound by such a contract. CHAPTER 3 – VALIDITY ARTICLE (Matters not covered) These Principles do not deal with invalidity arising from (a) lack of capacity。 (b) lack of authority。 (c) immorality or illegality. ARTICLE (Validity of mere agreement) A contract is concluded, modified or terminated by the mere agreement of the parties, without any further requirement. ARTICLE (Initial impossibility) (1) The mere fact that at the time of the conclusion of the contract the performance of the obligation assumed was impossible does not affect the validity of the contract. (2) The mere fact that at the time of the conclusion of the contract a party was not entitled to dis