国际商事合同通则英文版.doc

UNIDROIT PRINCIPLES OF INTERNATIONAL COMMERCIAL CONTRACTS 2004（国际统一私法协会国际商事合同通则） PREAMBLE (Purpose of the Principles) These Principles set forth general rules for international commercial contracts. They shall be applied when the parties have agreed that their contract be governed by them.(*) They may be applied when the parties have agreed that their contract be governed by general principles of law, the lex mercatoria or the like. They may be applied when the parties have not chosen any law to govern their contract. They may be used to interpret or supplement international uniform law instruments. They may be used to interpret or supplement domestic law. They may serve as a model for national and international legislators. 　 CHAPTER 1 — GENERAL PROVISIONS ARTICLE 1.1 (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, statement 声明or any other act to be made in or evidenced by a particular form. It may be proved by any means, including witnesses. ARTICLE 1.3 (Binding character of contract) A contract validly entered into is 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减损 from or vary the effect 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 purpos