国际商事合同通则(英

国际商事合同通则(英内容摘要：

he lex mercatoria, etc. Hitherto, such reference by the parties to not better identified principles and rules of a supranational or transnational character has been criticized, among other grounds, because of the extreme vagueness of such concepts. In order to avoid, or at least considerably to reduce, the uncertainty acpanying the use of such vague concepts for the determination of their content, it might be advisable to have recourse to a systematic and welldefined set of rules such as the Principles. 5. The Principles as a substitute for the domestic law otherwise applicable The Principles may however bee relevant even where the contract is governed by a particular domestic law. This is the case whenever it proves extremely difficult if not impossible to establish the relevant rule of that particular domestic law with respect to a specific issue and a solution can be found in the Principles. The reasons for such a difficulty generally lie in the special character of the legal sources and/or the cost of access to them. Recourse to the Principles as a substitute for the domestic law otherwise applicable is of course to be seen as a last resort。 on the other hand it may be justified not only in the event of the absolute impossibility of establishing the relevant rule of the applicable law, but also whenever the research involved would entail disproportionate efforts and/or costs. The current practice of courts in such situations is that of applying the lex fori. Recourse to the Principles would have the advantage of avoiding the application of a law which will in most cases be more familiar to one of the parties. 6. The Principles as a means of interpreting and supplementing existing international instruments Any legislation, whether of international or national origin, raises questions concerning the precise meaning of its individual provisions. Moreover, such legislation is by its very nature unable to anticipate all the problems to which it will be applied. When applying domestic statutes it is possible to rely on long established principles and criteria of interpretation to be found within each legal system. The situation is far more uncertain with respect to instruments which, although formally incorporated into the various national legal systems, have been prepared and agreed upon at international level. According to the traditional view recourse should, even in such cases, be had to the principles and criteria provided in domestic law, be it the law of the forum or that which would, according to the relevant rules of private international law, be applicable in the absence of the uniform law. At present, both courts and arbitral tribunals tend more and more to abandon such a conflictual method and seek instead to interpret and supplement international instruments by reference to autonomous and internationally uniform principles. This approach, which has indeed been expressly sanctioned in the most recent conventions (see, ., Art. 7 of the 1980 UN Convention on Contracts for the International Sale of Goods (CISG)), is based on the assumption that uniform law, even after its incorporation into the various national legal systems, only formally bees an integrated part of the latter, whereas from a substantive point of view it does not lose its original character of a special body of law autonomously developed at international level and intended to be applied in a uniform manner throughout the world. Until now, such autonomous principles and criteria for the interpretation and supplementing of international instruments have had to be found in each single case by the judges and arbitrators themselves on the basis of a parative survey of the solutions adopted in the different national legal systems. The Principles could considerably facilitate their task in this respect. 7. The Principles as a model for national and international legislators In view of their intrinsic merits the Principles may in addition serve as a model to national and international lawmakers for the drafting of legislation in the field of general contract law or with respect to special types of transactions. At a national level, the Principles may be particularly useful to those countries which lack a developed body of legal rules relating to contracts and which intend to update their law, at least with respect to foreign economic relationships, to current international standards. Not too different is the situation of those countries with a welldefined legal system, but which after the recent dramatic changes in their sociopolitical structure have an urgent need to rewrite their laws, in particular those relating to economic and business activities At an international level the Principles could bee an important term of reference for the drafting of conventions and model laws. So far the terminology used to express the same concept differs considerably from one instrument to another, with the obvious risk of misunderstandings and misinterpretations. Such inconsistencies could be avoided if the terminology of the Principles were to be adopted as an international uniform glossary. CHAPTER 1 GENERAL PROVISIONS ARTICLE (Freedom of contract) The parties are free to enter into a contract and to determine its content. ARTICLE (No form required) Nothing in these Principles requires a contract to be concluded in or evidenced by writing. It may be proved by any means, including witnesses. ARTICLE (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 (Mandatory rules) Nothing in these Principles shall restrict the application of mandatory rules, whether o。