Proposal for a REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on a Common European Sales Law
Date: 2011-10-11
Institutions: European Commission
Subjects: EU law - national law, commercial contract, consumer protection, contract, corpus juris (EU), goods and services, intra-EU trade, law of obligations, provision of services, purchase, single market, trade restriction

EUROPEAN COMMISSION 

Brussels, 11.10.2011 
COM(2011) 635 final 

2011/0284 (COD) 

Proposal for a 

REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL 

on a Common European Sales Law  

{SEC(2011) 1165 final} 
{SEC(2011) 1166 final} 

 
 
  
 
EXPLANATORY MEMORANDUM 

1. 

• 

CONTEXT OF THE PROPOSAL 

Grounds for and objectives of the proposal 

Differences in contract law between Member States hinder traders and consumers who want 
to  engage  in  cross-border  trade  within  the  internal  market.  The  obstacles  which  stem  from 
these  differences  dissuade  traders,  small  and  medium-sized  enterprises  (SME)  in  particular, 
from entering cross border trade or expanding to new Member States' markets. Consumers are 
hindered from accessing products offered by traders in other Member States.  

Currently, only one in ten of Union traders, involved in the sale of goods, exports within the 
Union  and  the  majority  of  those  who  do  only  export  to  a  small  number  of  Member  States. 
Contract  law  related  barriers  are  one  of  the  major  factors  contributing  to  this  situation. 
Surveys1  show  that  out  of  the  range  of  obstacles  to  cross-border  trade  including  tax 
regulations, administrative requirements, difficulties in delivery, language and culture, traders 
ranked contract-law-related obstacles among the top barriers to cross-border trade.  

The need for traders to adapt to the different national contract laws that may apply in cross-
border  dealings  makes  cross-border  trade  more  complex  and  costly  compared  to  domestic 
trade, both for business-to-consumer and for business-to-business transactions.  

Additional  transaction  costs  compared  to  domestic  trade  usually  occur  for  traders  in  cross-
border  situations.  They  include  the  difficulty  in  finding  out  about  the  provisions  of  an 
applicable  foreign  contract  law,  obtaining  legal  advice,  negotiating  the  applicable  law  in 
business-to-business transactions and adapting contracts to the requirements of the consumer's 
law in business-to-consumer transactions.  

In  cross-border  transactions  between  a  business  and  a  consumer,  contract  law  related 
transaction  costs  and  legal  obstacles  stemming  from  differences  between  different  national 
mandatory  consumer  protection  rules  have  a  significant  impact.  Pursuant  to  Article  6  of 
Regulation 593/2008 of the European Parliament and of the Council of 17 June 2008 on the 
law applicable to contractual obligations (Rome I),2 whenever a business directs its activities 
to consumers in another Member State, it has to comply with the contract law of that Member 
State.  In  cases  where  another  applicable  law  has  been  chosen  by  the  parties  and  where  the 
mandatory  consumer  protection  provisions  of  the  Member  State  of  the  consumer  provide  a 
higher level of protection, these mandatory rules of the consumer's law need to be respected. 
Traders  therefore  need  to  find  out  in  advance  whether  the  law  of  the  Member  State  of  the 
consumer's  habitual  residence  provides  a  higher  level  of  protection  and  ensure  that  their 
contract is in compliance with its requirements. The existing harmonisation of consumer law 
at Union level has led to a certain approximation in some areas but the differences between 
Member  States'  laws  remain  substantial.  In  e-commerce  transactions,  traders  incur  further 
contract  law  related  costs  which  stem  from  the  need  to  adapt  the  business's  website  to  the 
legal requirements of each Member State where they direct their activity.  

1 

2 

Eurobarometers 320 on European contract law in business-to-business transactions of 2011, p. 15 and 
Eurobarometer 321 on European contract law in consumer transactions of 2011, p. 19.  
OJ L 177, 4.7.2008, p. 6. 

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In cross-border transactions between traders, parties are not subject to the same restrictions on 
the applicable law. However, the economic impact of negotiating and applying a foreign law 
is  also  high.  The  costs  resulting  from  dealings  with  various  national  laws  are  burdensome 
particularly for SME. In their relations with larger companies, SME generally have to agree to 
apply the law of their business partner and bear the costs of finding out about the content of 
the  foreign  law  applicable  to  the  contract  and  of  complying  with  it.  In  contracts  between 
SME, the need to negotiate the applicable law is a significant obstacle to cross-border trade. 
For both  types of contracts  (business-to-business  and  business-to-consumer) for SME, these 
additional transaction costs may even be disproportionate to the value of the transaction. 

These additional transaction costs grow proportionately to the number of Member States into 
which a trader exports. Indeed, the more countries they export to, the greater the importance 
traders  attach  to  differences  in  contract  law  as  a  barrier  to  trade.  SME  are  particularly 
disadvantaged: the smaller a company's turnover, the greater the share of transaction costs.  

Traders  are  also  exposed  to  increased  legal  complexity  in  cross-border  trade,  compared  to 
domestic trade, as they often have to deal with multiple national contract laws with differing 
characteristics.  

Dealing  with  foreign  laws  adds  complexity  to  cross-border  transactions.  Traders  ranked  the 
difficulty in finding out the provisions of a foreign contract law first among the obstacles to 
business-to-consumer  transactions  and  third  for  business-to-business  transactions.3  Legal 
complexity  is  higher  when  trading  with  a  country  whose  legal  system  is  fundamentally 
different  while  it  has  been  demonstrated  empirically  that  bilateral  trade  between  countries 
which have a legal system based on a common origin is much higher than trade between two 
countries without this commonality.4 

Thus, differences in contract law and the additional transaction costs and complexity that they 
generate in cross-border transactions dissuade a considerable number of traders, in particular 
SME, from expanding into markets of other Member States. These differences also have the 
effect of limiting competition in the internal market. The value of the trade foregone each year 
between Member States due to differences in contract law alone amounts to tens of billions of 
Euros.  

The missed opportunities for cross-border trade also have a negative impact upon European 
consumers. Less cross-border trade, results in fewer imports and less competitiveness between 
traders. This can lead to a more limited choice of products at a higher price in the consumer's 
market.  

While cross-border shopping could bring substantial economic advantages of more and better 
offers,  the  majority  of  European  consumers  shop  only  domestically.  One  of  the  important 
reasons  for  this  situation  is  that,  because  of  the  differences  of  national  laws  consumers  are 
often  uncertain  about  their  rights  in  cross-border  situations.  For  example,  one  of  their  main 

3 

4 

Eurobarometer  320  on  European  contract  law  in  business-to-business  transactions  of  2011,  p.  15  and 
Eurobarometer 321 on European contract law in consumer transactions of 2011, p. 19. 
A.  Turrini  and  T.  Van  Ypersele,  Traders,  courts  and  the  border  effect  puzzle,  Regional  Science  and 
Urban Economics, 40, 2010, p. 82: "Analysing international trade across OECD countries we show that 
controlling  for  countries  specific  factors,  distance,  the  presence  of  common  border  and  common 
language  […],  similar  legal  systems  have  a  significant  impact  on  trade  […].  If  two  countries  share 
common origins for their legal system, on average they exhibit trade flows 40% larger."  

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concerns is what remedies they have when a product purchased from another Member State is 
not  in  conformity  with  the  contract.  Many  consumers  are  therefore  discouraged  to  purchase 
outside  their  domestic  market.  They  miss  out  on  opportunities  in  the  internal  market,  since 
better offers in terms of quality and price can often be found in another Member State.  

E-commerce  facilitates  the  search  for  offers  as  well  as  the  comparison  of  prices  and  other 
conditions  irrespective  of  where  a  trader  is  established.  However,  when  consumers  try  to 
place  orders  with  a  business  from  another  Member  State,  they  are  often  faced  with  the 
business practice of refusal to sell which is often due to differences in contract law. 

The overall objective of the proposal is to improve the establishment and the functioning of 
the internal market by facilitating the expansion of cross-border trade for business and cross-
border purchases for consumers. This objective can be achieved by making available a self-
standing  uniform  set  of  contract  law  rules  including  provisions  to  protect  consumers,  the 
Common  European  Sales  Law,  which  is  to  be  considered  as  a  second  contract  law  regime 
within the national law of each Member State.  

Traders  should  be  able  to  apply  the  Common  European  Sales  Law  in  all  their  cross-border 
dealings within the European Union instead of having to adapt to different national contract 
laws, provided that the other party to the contract agrees. It should cover the full life cycle of 
a  contract  and  thus  comprise  most  of  the  areas  which  are  relevant  when  concluding  cross-
border contracts. As a result, the need for traders to find out about the national laws of other 
Member  States  would  be  limited  to  only  some,  much  less  important,  matters  which  are  not 
covered  by  the  Common  European  Sales  Law.  In  business-to-consumer  transactions  there 
would  be  no  further  need  to  identify  the  mandatory  consumer  protection  provisions  in  the 
consumer's  law,  since  the  Common  European  Sales  Law  would  contain  fully  harmonised 
consumer protection rules providing for a high standard of protection throughout the whole of 
the  European  Union.  In  cross-border  transactions  between  traders,  negotiations  about  the 
applicable  law  could  run  more  smoothly,  as  the  contracting  parties  would  have  the 
opportunity to agree on the use of the Common European Sales Law – equally accessible to 
both of them – to govern their contractual relationship. 

As a direct consequence, traders could save on the additional contract law related transaction 
costs  and  could  operate  in  a  less  complex  legal  environment  for  cross-border  trade  on  the 
basis of a single set of rules across the European Union. Thus, traders would be able to take 
better  advantage  of  the  internal  market  by  expanding  their  trade  across  borders  and, 
consequently,  competition  in  the  internal  market  would  increase.  Consumers  would  benefit 
from better access to offers from across the European Union at lower prices and would face 
fewer  refusals  of  sales.  They  would  also  enjoy  more  certainty  about  their  rights  when 
shopping cross-border on the basis of a single set of mandatory rules which offer a high level 
of consumer protection.  

General context 
With  its  Communication  of  2001,5  the  Commission  launched  a  process  of  extensive  public 
consultation on the fragmented legal framework in the area of contract law and its hindering 
effects on cross-border trade. In July 2010, the Commission launched a public consultation by 
publishing a 'Green Paper on policy options for progress towards a European contract law for 

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COM (2001) 398, 11.7.2001.  

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consumers and businesses'6 (Green Paper), which set out different policy options on how to 
strengthen the internal market by making progress in the area of European contract law.  

In response to the Green Paper, the European Parliament issued a Resolution on 8 June 2011 
in  which  it  expressed  its  strong  support  for  an  instrument  which  would  improve  the 
establishment  and  the  functioning  of  the  internal  market  and  bring  benefits  to  traders, 
consumers and Member States' judicial systems.  

The  Commission  Communication  'Europe  2020'7  recognises  the  need  to  make  it  easier  and 
less  costly  for  traders  and  consumers  to  conclude  contracts  with  partners  in  other  Member 
States,  notably  by  making  progress  towards  an  optional  European  contract  law.  The  Digital 
Agenda for Europe8 envisages an optional instrument in European contract law to overcome 
the fragmentation of contract law and boost consumer confidence in e-commerce. 

• 

Existing provisions in the area of the proposal 

There are significant differences between the contract laws in the Member States. The Union 
initially started to regulate in the field of contract law by means of minimum harmonisation 
Directives  adopted  in  the  field  of  consumer  protection  law.  The  minimum  harmonisation 
approach  meant  that  Member  States  had  the  possibility  to  maintain  or  introduce  stricter 
mandatory requirements than those provided for in the acquis. In practice, this approach has 
led  to  divergent  solutions  in  the  Member  States  even  in  areas  which  were  harmonised  at 
Union level. In contrast, the recently adopted Consumer Rights Directive fully harmonises the 
areas  of  pre-contractual  information  to  be  given  to  consumers,  the  consumer's  right  of 
withdrawal  in  distance  and  off-premises  contracts,  as  well  as  certain  aspects  of  delivery  of 
goods and passing of risk.  

In  respect  of  relations  between  traders,  the  Union  has  regulated  the  area  of  combating  late 
payments  by  setting  up  rules  on  minimum  interest  rates.  At  international  level,  the  Vienna 
Convention  on  International  Sales  of  Goods  (the  Vienna  Convention)  applies  by  default 
whenever the parties have not chosen to apply another law. The Vienna Convention regulates 
certain aspects in contracts of sales of goods but leaves important matters outside its scope, 
such  as  defects  in  consent,  unfair  contract  terms  and  prescription.  Further  limitations  to  its 
applicability arise as not all Member States have signed the Vienna Convention9 and there is 
no mechanism which could ensure its uniform interpretation. 

Some  Union  legislation  is  relevant  for  both  business-to-consumer  and  business-to-business 
relations.  The  E-commerce  Directive10  contains  rules  on  the  validity  of  contracts  concluded 
by electronic means and on certain pre-contractual requirements.  

In the field of private international law, the Union has adopted instruments on choice of law, 
in particular Regulation (EC) No 593/2008 of the European Parliament and of the Council of 

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10 

COM (2010) 348 final, 1.7.2010. 
The  Single  Market  Act,  COM  (2011)  206  final,  13.4.2011,  p.  19,  and  the  Annual  Growth  Survey, 
Annex  1, progress  report  on  Europe  2020, COM  (2011)  11 -  A1/2, 12.1.2010,  p.  5,  also  mention  the 
initiative on European contract law. 
COM (2010) 245 final, 26.8.2010, p. 13. 
Exceptions are the UK, Ireland, Portugal and Malta. 
Directive 2000/31/EC of the European Parliament and of the Council of 8 June 2000 on certain legal 
aspects of information society services, in particular electronic commerce, in the Internal Market, OJ L 
178, 17.7.2000, p. 1-16. 

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17 June 2008 on the law applicable to contractual obligations (Rome I)11, and, in relation to 
pre-contractual information duties, Regulation (EC) No 864/2007 of the European Parliament 
and  of  the  Council  of  11  July  2007  on  the  law  applicable  to  non-contractual  obligations 
(Rome II)12. The first of those instruments sets out rules for determining the applicable law in 
the area of contractual obligations and the second in the field of non-contractual obligations, 
including those which arise from pre-contractual statements. 

The Rome I Regulation and Rome II Regulation will continue to apply and will be unaffected 
by  the  proposal.  It  will  still  be  necessary  to  determine  the  applicable  law  for  cross-border 
contracts.  This  will  be  done  by  the  normal  operation  of  the  Rome  I  Regulation.  It  can  be 
determined by the parties themselves (Article 3 of the Rome I Regulation) and, if they do not 
do so, this will be done on the basis of the default rules in Article 4 of the Rome I Regulation. 
As regards consumer contracts, under the conditions of Article 6(1) of the Rome I Regulation, 
if the parties have not chosen the applicable law, that law is the law of the habitual residence 
of the consumer. 

The Common European Sales Law will be a second contract law regime within the national 
law of each Member State. Where the parties have agreed to use the Common European Sales 
Law,  its  rules  will  be  the  only  national  rules  applicable  for  matters  falling  within  its  scope. 
Where a matter falls within the scope of the Common European Sales Law, there is thus no 
scope  for  the  application  of  any  other  national  rules.  This  agreement  to  use  the  Common 
European  Sales  Law  is  a  choice  between  two  different  sets  of  sales  law  within  the  same 
national law and does therefore not amount to, and must not be confused with, the previous 
choice of the applicable law within the meaning of private international law rules. 

Since  the  Common  European  Sales  Law  will  not  cover  every  aspect  of  a  contract  (e.g. 
illegality of contracts, representation) the existing rules of the Member State's civil law that is 
applicable to the contract will still regulate such residual questions.  

Under  the  normal  operation  of  the  Rome  I  Regulation  there  are  however  restrictions  to  the 
choice  of  law  for  business-to-consumer  transactions.  If  the  parties  choose  in  business-to-
consumer  transactions  the  law  of  another  Member  State  than  the  consumer's  law,  such  a 
choice  may  under  the  conditions  of  Article  6(1)  of  the  Rome  I  Regulation  not  deprive  the 
consumer of the protection of the mandatory provisions of the law of his habitual residence 
(Article 6 (2) of the Rome I Regulation). The latter provision however can have no practical 
importance  if  the  parties  have  chosen  within  the  applicable  national  law  the  Common 
European Sales Law. The reason is that the provisions of the Common European Sales Law of 
the  country's  law  chosen  are  identical  with  the  provisions  of  the  Common  European  Sales 
Law  of  the  consumer's  country.  Therefore  the  level  of  the  mandatory  consumer  protection 
laws  of  the  consumer's  country  is  not  higher  and  the  consumer  is  not  deprived  of  the 
protection of the law of his habitual residence.  

• 

Consistency with the other policies and objectives of the Union 

This proposal is consistent with the objective of attaining a high level of consumer protection 
as it contains mandatory rules of consumer protection from which the parties cannot derogate 

11 
12 

OJ L 177, 4.7.2008, p. 6. 
OJ L 199, 31.7.2007, p. 40. 

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to  the  detriment  of  the  consumer.  Furthermore,  the  level  of  protection  of  these  mandatory 
provisions is equal or higher than the current acquis. 

The proposal is also consistent with the Union policy of helping SME benefit more from the 
opportunities  offered  by  the  internal  market.  The  Common  European  Sales  Law  can  be 
chosen in contracts between traders where at least one of them is an SME, drawing upon the 
Commission  Recommendation  2003/36113  concerning  the  definition  of  micro,  small  and 
medium-sized enterprises while taking into account future developments.  

Finally, the proposal is consistent with the international trade policy of the Union, in that it 
does not discriminate against parties from third countries who could also choose to apply the 
Common European Sales Law as long as one party to the contract is established in a Member 
State. 

This proposal is without prejudice to future Commission initiatives concerning the liability for 
infringements of the Treaty on the functioning of the European Union, for example relating to 
the competition rules. 

RESULTS OF CONSULTATIONS WITH THE INTERESTED PARTIES AND 

2. 
IMPACT ASSESSMENTS 

• 

Consultation of interested parties 

With  the  publication  of  the  Green  Paper,  the  Commission  launched  an  extensive  public 
consultation which closed on 31 January 2011. In response to the Green Paper consultation, 
the  Commission  received  320  replies  from  all  categories  of  stakeholders  from  across  the 
Union.  Many  respondents  saw  value  in  Option  1  (publication  of  the  results  of  the  Expert 
Group) and Option 2 (a toolbox for the Union legislator). Option 4 (an optional instrument of 
European  contract  law)  received  support  either  independently  or  in  combination  with  a 
toolbox  from  several  Member  States  as  well  as  other  stakeholders;  provided  that  it  fulfilled 
certain  conditions,  such  as  a  high  level  of  consumer  protection,  and  clarity  and  user-
friendliness of the provisions. One of the main concerns in the stakeholders' responses to the 
Green  Paper  was  the  lack  of  clarity  in  relation  to  the  substantive  content  of  a  possible 
European  contract  law  instrument.  The  Commission  addressed  this  concern  by  giving 
stakeholders  the  opportunity  to  comment  on  the  Feasibility  Study  developed  by  the  Expert 
Group on a European contract law.  

The  Green  Paper  responses  also  expressed  preferences  for  the  material  scope  of  the 
instrument. As a result, the proposal focuses on contracts for the sale of goods.  

By  a  Decision  of  26  April  2010,14  the  Commission  set  up  the  Expert  Group  on  European 
contract law. This Group was tasked with developing a Feasibility Study on a possible future 
European contract law instrument covering the main aspects which arose in practice in cross-
border transactions.  

A  key  stakeholder  group  (businesses  and  consumer  associations,  representatives  of  the 
banking and insurance sectors and of the legal professions of lawyers and notaries) was set up 
in September 2010 with the purpose of giving practical input to the Expert Group on the user-

13 
14 

OJ L 124, 20.5.2003, p. 36. 
OJ L 105, 27.4.2010, p. 109. 

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friendliness  of  the  rules  developed  for  the  Feasibility  Study.  The  Feasibility  Study  was 
published on 3 May 2011 and an informal consultation was open until 1 July 2011.  

• 

Impact Assessment  

The Impact Assessment (IA) analysed the seven policy options set out in the Green Paper; the 
IA Report contains the full description and analysis of these options. 

These options were: the baseline scenario (no policy  change), a  toolbox  for  the  legislator, a 
Recommendation  on  a  Common  European  Sales  Law,  a  Regulation  setting  up  an  optional 
Common European Sales Law, a Directive (full or minimum harmonisation) on a mandatory 
Common  European  Sales  Law,  a  Regulation  establishing  a  European  contract  law  and  a 
Regulation establishing a European Civil Code. 

On  a  comparative  analysis  of  the  impacts  of  these  options,  the  IA  Report  arrived  at  the 
conclusion that the options of an optional uniform contract law regime, a full harmonisation 
Directive and a Regulation establishing a mandatory uniform contract law regime would meet 
the  policy  objectives.  While  the  latter  two  would  considerably  reduce  transaction  costs  for 
traders  and  offer  a  less  complex  legal  environment  for  those  wishing  to  trade  cross-border, 
these options would however also create a considerable burden for traders as those who only 
traded  domestically  would  also  need  to  adapt  to  a  new  legislative  framework.  The  costs 
attached  to  familiarise  themselves  with  such  a  new  mandatory  law  would  be  particularly 
significant when compared to an optional uniform contract law regime, because they would 
impact  upon  all  traders.  An  optional  uniform  contract  law  regime  would  on  the  other  hand 
only create one-off costs for those traders wishing to use it for their cross-border trade. The 
establishment  of  an  optional  uniform  contract  law  regime  was  therefore  reasoned  to  be  the 
most  proportionate  action  as  it  would  reduce  transaction  costs  experienced  by  traders 
exporting to several Member States and give consumers more product choice at a lower price. 
It would also, at the same time increase the level of consumer protection offered to consumers 
who shopped across a border thereby creating confidence as they would experience the same 
set of rights across the Union.  

3. 

• 

LEGAL ELEMENTS OF THE PROPOSAL 

Summary of the proposed action 

The Proposal provides for the establishment of a Common European Sales Law. It harmonises 
the  national  contract  laws  of  the  Member  States  not  by  requiring  amendments  to  the  pre-
existing  national  contract  law,  but  by  creating  within  each  Member  State's  national  law  a 
second contract law regime for contracts covered by its scope that is identical throughout the 
European Union and will exist alongside the pre-existing rules of national contract law. The 
Common European Sales Law will apply on a voluntary basis, upon an express agreement of 
the parties, to a cross-border contract.  

• 

Legal basis 

This  proposal  is  based  on  Article  114  Treaty  on  the  Functioning  of  the  European  Union 
(TFEU). 

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The  proposal  provides  for  a  single  uniform  set  of  fully  harmonised  contract  law  rules 
including consumer protection rules in the form of a Common European Sales Law which is 
to  be  considered  as  a  second  contract  law  regime  within  the  national  law  of  each  Member 
State  available  in  cross-border  transactions  upon  a  valid  agreement  by  the  parties.  This 
agreement does not amount to, and must not be confused with, a choice of the applicable law 
within  the  meaning  of  private  international  law  rules.  Instead,  this  choice  is  made  within  a 
national law which is applicable according to the private international law rules.  

This solution has as its objective the establishment and the functioning of the internal market. 
It  would  remove  obstacles  to  the  exercise  of  fundamental  freedoms  which  result  from 
differences  between  national  laws,  in  particular  from  the  additional  transaction  costs  and 
perceived legal complexity experienced by traders when concluding cross-border transactions 
and  the  lack  of  confidence  in  their  rights  experienced  by  consumers  when  purchasing  from 
another EU country - all of which have a direct effect on the establishment and functioning of 
the internal market and limit competition. 

In accordance with Article 114 (3) TFEU, the Common European Sales Law would guarantee 
a  high  level  of  consumer  protection  by  setting  up  its  own  set  of  mandatory  rules  which 
maintain  or  improve  the  level  of  protection  that  consumers  enjoy  under  the  existing  EU 
consumer law.  

• 

Subsidiarity principle 

The proposal complies with the subsidiarity principle as set out in Article 5 of the Treaty on 
European Union (TEU). 

The  objective  of  the  proposal  –  i.e.  to  contribute  to  the  proper  functioning  of  the  internal 
market by making available a voluntary uniform set of contract law rules – has a clear cross-
border dimension and cannot be sufficiently achieved by the Member States in the framework 
of their national systems. 

As  long  as  differences  of  national  contract  laws  continue  to  create  significant  additional 
transaction costs for cross-border transactions, the objective of completing the internal market 
by facilitating the expansion of cross-border trade for traders and cross-border purchases for 
consumers cannot be fully achieved.  

By adopting un-coordinated measures at the national level, Member States will not be able to 
remove  the  additional  transaction  costs  and  legal  complexity  stemming  from  differences  in 
national contract laws that traders experience in cross-border trade in the EU. Consumers will 
continue  to  experience  reduced  choice  and  limited  access  to  products  from  other  Member 
States. They will also lack the confidence which comes from knowledge of their rights. 

The objective of the proposal could therefore be better achieved by action at Union level, in 
accordance  with  the  principle  of  subsidiarity.  The  Union  is  best  placed  to  address  the 
problems  of  legal  fragmentation  by  a  measure  taken  in  the  field  of  contract  law  which 
approximates the rules applicable to cross-border transactions. Furthermore, as market trends 
evolve and prompt Member States to take action independently, for example in regulating the 
emerging digital content market, regulatory divergences leading to increased transaction costs 
and gaps in the protection of consumers are likely to grow. 

• 

Proportionality principle 

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The proposal complies with the principle of proportionality as set out in Article 5 TEU. 

The scope of the proposal is confined to the aspects which pose real problems in cross-border 
transactions  and  does  not  extend  to  aspects  which  are  best  addressed  by  national  laws.  In 
respect  of  the  material  scope,  the  proposal  contains  provisions  regulating  the  rights  and 
obligations  of  the  parties  during  the  life-cycle  of  the  contract,  but  it  does  not  touch  for 
example, upon the rules on representation which are less likely to become litigious. In terms 
of  territorial  scope,  the  proposal  covers  cross-border  situations  where  the  problems  of 
additional  transactions  costs  and  legal  complexity  arise.  Finally,  the  personal  scope  of  the 
proposal is limited to transactions where the internal market problems are mainly found, i.e. 
business-to-business  relations  where  at  least  one  of  the  parties  is  an  SME  and  business-to-
consumer  relations.  Contracts  concluded  between  private  individuals  and  contracts  between 
traders none of which is an SME are not included, as there is no demonstrable need for action 
for these types of cross-border contracts. The Regulation leaves Member States two options: 
to  decide  to  make  the  Common  European  Sales  Law  also  available  to  parties  for  use  in  an 
entirely  domestic  setting  and  to  contracts  concluded  between  traders  neither  of  which  is  an 
SME.  

The proposal is a proportionate action, when compared to other possible solutions analysed, 
because  of  the  optional  and  voluntary  nature  of  the  Common  European  Sales  Law.  This 
means  that  its  application  is  dependent  upon  an  agreement  by  the  parties  to  a  contract 
whenever it is jointly considered beneficial for a particular cross-border transaction. The fact 
that  the  Common  European  Sales  Law  represents  an  optional  set  of  rules  applying  only  in 
cross-border  cases  means  also  that  it  can  lower  barriers  to  cross-border  trade  without 
interfering  with  deeply  embedded  national  legal  systems  and  traditions.  The  Common 
European Sales Law will be an optional regime in addition to pre-existing contract law rules 
without replacing them. Thus the legislative measure will only go as far as necessary to create 
further opportunities for traders and consumers in the single market.  

• 

Choice of instruments 

The  instrument  chosen  for  this  initiative  is  a  Regulation  on  an  optional  Common  European 
Sales Law.  

A  non-binding  instrument  such  as  a  toolbox  for  the  EU  legislator  or  a  Recommendation 
addressed to Member States would not achieve the objective to improve the establishment and 
functioning of the internal market. A Directive or a Regulation replacing national laws with a 
non-optional European contract law would go too far as it would require domestic traders who 
do not want to sell across borders to bear costs which are not outweighed by the cost savings 
that only occur when cross-border transactions take place. In addition, a Directive setting up 
minimum standards of a non-optional European contract law would not be appropriate since it 
would  not  achieve  the  level  of  legal  certainty  and  the  necessary  degree  of  uniformity  to 
decrease the transaction costs. 

4. 

BUDGETARY IMPLICATION  

After the adoption of the proposal, the Commission will set up a database for the exchange of 
information concerning final judgments referring to the Common European Sales Law or any 
other provision of the Regulation, as well as relevant judgements of the Court of Justice of the 
European  Union.  The  costs  associated  with  this  data-base  are  likely  to  grow  as  more  final 

EN 

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judgments  become  available.  At  the  same  time,  the  Commission  will  organise  training 
sessions  for  legal  practitioners  using  the  Common  European  Sales  Law15.  These  costs  are 
likely  to  decrease  with  time,  as  knowledge  about  how  the  Common  European  Sales  Law 
works spreads. 

5. 

• 

ADDITIONAL INFORMATION 

Simplification 

The  proposal  for  an  optional  second  contract  law  regime  has  the  advantage  that,  without 
replacing the national contract laws in the Member States, it allows parties to use one single 
set  of  contract  law  rules  across  the  EU.  This  self-standing,  uniform  set  of  rules  has  the 
potential  of  offering  parties  a  solution  to  the  most  prevalent  problems  which  could  arise  in 
cross-border  situations  in  relation  to  contract  law.  Therefore,  for  traders  this  option  would 
eliminate the need for research of different national laws. To help consumers understand their 
rights in the Common European Sales Law, a standard information notice would be presented 
to them which would inform them about their rights. 

Finally, the proposal has the potential of ensuring the future coherence of the EU legislation 
in other policy areas where contract law becomes relevant.  

• 

Review clause 

The proposal provides for a review of the application of the Common European Sales Law or 
any other provision of the Regulation 5 years after its date of application, taking into account, 
amongst  others,  the  need  to  extend  further  the  scope  in  relation  to  business-to-business 
contracts,  market  and  technological  developments  in  respect  of  digital  content  and  future 
developments of the Union acquis. For this purpose, the Commission will submit a report, if 
necessary  accompanied  by  proposals  to  amend  the  Regulation,  to  the  European  Parliament, 
the Council and the European Economic and Social Committee.  

• 

European Economic Area 

The proposed Regulation concerns an EEA matter and should therefore extend to the EEA. 

• 

Explanation of the proposal  

The proposal consists of three main parts: a Regulation, Annex I to the Regulation containing 
the contract law rules (the Common European Sales Law) and Annex II containing a Standard 
Information Notice.  

A. The Regulation 

Article 1 sets out the objective and subject matter of the Regulation.  

Article 2 contains a list of definitions for terms used in the Regulation. While some definitions 
already exist in the relevant acquis, others are concepts defined here for the first time.  

15 

Commission  Communication  on  Building  Trust  in  EU-wide  Justice:  a  New  Dimension  to  European 
Judicial Training, COM (2011) 551 final, 13.9.2011.  

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11 

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Article  3  explains  the  optional  nature  of  the  contract  law  rules  in  cross-border  contracts  for 
sale of goods, supply of digital content and provision of related services. 

Article  4  sets  out  the  territorial  scope  of  the  Regulation  which  is  limited  to  cross-border 
contracts.  

Article 5 states the material scope of contracts for sale of goods and supply of digital content 
and related services, such as installation and repair.  

Article  6  excludes  mixed-purposes  contracts  and  instalment  sales  from  the  scope  of 
application. 

Article 7 describes the personal scope of application which extends to business-to-consumer 
and those business-to-business contracts where at least one party is an SME. 

Article 8 explains that the choice for the Common European Sales Law requires an agreement 
of the parties to that effect. In contracts between a business and a consumer, the choice of the 
Common European Sales Law is valid only if the consumer's consent is given by an explicit 
statement separate from the statement indicating the agreement to conclude a contract. 

Article 9 contains several information requirements about the Common European Sales Law 
in  contracts  between  a  trader  and  a  consumer.  In  particular  the  consumer  shall  receive  the 
information notice in Annex II. 

Article 10 requires Member States to ensure that there are sanctions in place for breaches by 
the traders of the duty to comply with the special requirements established by Articles 8 and 
9.  

Article 11 explains that as a consequence of the valid choice of the Common European Sales 
Law this is the only applicable law for the matters addressed in its rules and that consequently 
other  national  rules  do  not  apply  for  matters  falling  within  its  scope.  The  choice  of  the 
Common European Sales Law operates retroactively to cover compliance with and remedies 
for failure to comply with the pre-contractual information duties. 

Article 12 clarifies that the Regulation is without prejudice to the information requirements of 
Directive 2006/123/EC on services in the internal market16. 

Article  13  presents  the  possibility  for  Member  States  to  enact  legislation  which  makes  the 
Common European Sales Law available to parties for use in an entirely domestic setting and 
for contracts between traders, neither of which is an SME. 

Article  14  requires  Member  States  to  notify  final  judgments  of  their  courts  which  give  an 
interpretation of the provisions of the Common European Sales Law or any other provision of 
the Regulation. The Commission will set up a database of such judgments. 

Article 15 contains a review clause.  

Article  16  provides  that  the  Regulation  will  enter  into  force  on  the  twentieth  day  following 
that of its publication in the Official Journal of the European Union. 

16  

OJ L 376, 27.12.2006, p. 36. 

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B. Annex I  

Annex I contains the text of the Common European Sales Law. 

Part I 'Introductory provisions' sets out the general principles of contract law which all parties 
need to observe in their dealings, such as good faith and fair dealing. The principle of freedom 
of  contract  also  assures  parties  that,  unless  rules  are  explicitly  designated  as  mandatory,  for 
example  rules  of  consumer  protection,  they  can  deviate  from  the  rules  of  the  Common 
European Sales Law. 

Part  II  'Making  a  binding  contract'  contains  provisions  on  the  parties'  right  to  receive 
essential pre-contractual information and rules on how agreements are concluded between two 
parties. This part also contains specific provisions which give consumers a right to withdraw 
from  distance  and  off-premises  contracts.  Finally  it  includes  provisions  on  avoidance  of 
contracts resulting from mistake, fraud, threat or unfair exploitation. 

Part III 'Assessing what is in the contract' makes general provisions for how contract terms 
need  to  be  interpreted  in  case  of  doubt.  It  also  contains  rules  on  the  content  and  effects  of 
contracts as well as which contract terms may be unfair and are therefore invalid.  

Part IV 'Obligations and remedies of the parties to a sales contract' looks closely at the rules 
specific  to  sales  contracts  and  contracts  for  the  supply  of  digital  content  which  contain  the 
obligations  of  the  seller  and  of  the  buyer.  This  part  also  contains  rules  on  the  remedies  for 
non-performance of buyers and sellers.  

Part V 'Obligations and remedies of the parties to a related services contract' concerns cases 
where a seller provides, in close connection to a contract of sale of goods or supply of digital 
content,  certain  services  such  as  installation,  repair  or  maintenance.  This  part  explains  what 
specific  rules  apply  in  such  a  situation,  in  particular  what  the  parties'  rights  and  obligations 
under such contracts are.  

Part  VI  'Damages  and  interest'  contains  supplementary  common  rules  on  damages  for  loss 
and on interest to be paid for late payment.  

Part VII 'Restitution' explains the rules which apply on what must be returned when a contract 
is avoided or terminated. 

Part  VIII  'Prescription'  regulates  the  effects  of  the  lapse  of  time  on  the  exercise  of  rights 
under a contract. 

Appendix 1 contains the Model instruction on withdrawal that must be provided by the trader 
to the consumer before a distance or an off-premises contract is concluded, while Appendix 2 
provides for a Model withdrawal form. 

C. Annex II  

Annex  II  comprises  the  Standard  Information  Notice  on  the  Common  European  Sales  Law 
that  must  be  provided  by  the  trader  to  the  consumer  before  an  agreement  to  use  of  the 
Common European Sales Law is made. 

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2011/0284 (COD) 

Proposal for a 

REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL 

on a Common European Sales Law  

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, 

Having  regard  to  the  Treaty  on  the  Functioning  of  the  European  Union,  and  in  particular 
Article 114 thereof, 

Having regard to the proposal from the European Commission, 

After transmission of the draft legislative act to the national Parliaments, 

Having regard to the opinion of the European Economic and Social Committee17,  

Having regard to the opinion of the Committee of the Regions18,  

Acting in accordance with the ordinary legislative procedure, 

Whereas: 

(1) 

There are still considerable bottlenecks to cross-border economic activity that prevent 
the  internal  market  from  exploiting  its  full  potential  for  growth  and  job  creation. 
Currently, only one in ten traders in the Union exports goods within the Union and the 
majority of those who do, only export to a small number of Member States. From the 
range  of  obstacles  to  cross-border  trade  including  tax  regulations,  administrative 
requirements,  difficulties  in  delivery,  language  and  culture,  traders  consider  the 
difficulty in finding out the provisions of a foreign contract law among the top barriers 
in  business-to-consumer  transactions  and  in  business-to-business  transactions.  This 
also  leads  to  disadvantages  for  consumers  due  to  limited  access  to  goods.  Different 
national  contract  laws  therefore  deter  the  exercise  of  fundamental  freedoms,  such  as 
the freedom to provide goods and services, and represent a barrier to the functioning 
and  continuing  establishment  of  the  internal  market.  They  also  have  the  effect  of 
limiting competition, particularly in the markets of smaller Member States. 

(2) 

Contracts  are  the  indispensable  legal  tool  for  every  economic  transaction.  However, 
the  need  for  traders  to  identify  or  negotiate  the  applicable  law,  to  find  out  about  the 
provisions  of  a  foreign  applicable  law  often  involving  translation,  to  obtain  legal 
advice to make themselves familiar with its requirements and to adapt their contracts 
to different national laws that may apply in cross-border dealings makes cross-border 

17 
18 

OJ C , , p. . 
OJ C , , p. . 

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(3) 

(4) 

trade  more  complex  and  costly  compared  to  domestic  trade.  Contract-law-related 
barriers  are  thus  a  major  contributing  factor  in  dissuading  a  considerable  number  of 
export-oriented traders from entering cross-border trade or expanding their operations 
into  more  Member  States.  Their  deterrent  effect  is  particularly  strong  for  small  and 
medium-sized  enterprises  (SME)  for  which  the  costs  of  entering  multiple  foreign 
markets  are  often  particularly  high  in  relation  to  their  turnover.  As  a  consequence, 
traders miss out on cost savings they could achieve if it were possible to market goods 
and  services  on  the  basis  of  one  uniform  contract  law  for  all  their  cross-border 
transactions and, in the online environment, one single web-site. 

Contract  law  related  transaction  costs  which  have  been  shown  to  be  of  considerable 
proportions  and  legal  obstacles  stemming  from  the  differences  between  national 
mandatory  consumer  protection  rules  have  a  direct  effect  on  the  functioning  of  the 
internal market in relation to business–to–consumer transactions. Pursuant to Article 6 
of  Regulation  593/2008  of  the  European  Parliament  and  of  the  Council  of  17  June 
2008  on  the  law  applicable  to  contractual  obligations  (Regulation  (EC)  No 
593/2008),19 whenever a trader directs its activities to consumers in another Member 
State  the  consumer  protection  provisions  of  the  Member  State  of  the  consumer's 
habitual  residence  that  provide  a  higher  level  of  protection  and  cannot  be  derogated 
from by agreement by virtue of that law will apply, even where another applicable law 
has been chosen by the parties. Therefore, traders need to find out in advance whether 
the  consumer's  law  provides  higher  protection  and  ensure  that  their  contract  is  in 
compliance  with  its  requirements.  In  addition,  in  e-commerce,  web-site  adaptations 
which need to reflect mandatory requirements of applicable foreign consumer contract 
laws entail further costs. The existing harmonisation of consumer law at Union level 
has  led  to  a  certain  approximation  in  some  areas.  However  the  differences  between 
Member States' laws remain substantial; existing harmonisation leaves Member States 
a broad range of options on how to comply with the requirements of Union legislation 
and where to set the level of consumer protection. 

The  contract-law-related  barriers  which  prevent  traders  from  fully  exploiting  the 
potential of the internal market also work to the detriment of consumers. Less cross-
border  trade  results  in  fewer  imports  and  less  competition.  Consumers  may  be 
disadvantaged by a limited choice of goods at higher prices both because fewer foreign 
traders offer their products and services directly to them and also indirectly as a result 
of  restricted  cross-border  business-to-business  trade  at  the  wholesale  level.  While 
cross-border shopping could bring substantial economic advantages in terms of more 
and  better  offers,  many  consumers  are  also  reluctant  to  engage  in  cross-border 
shopping,  because  of  the  uncertainty  about  their  rights.  Some  of  the  main  consumer 
concerns are related to contract law, for instance whether they would enjoy adequate 
protection  in  the  event  of  purchasing  defective  products.  As  a  consequence,  a 
substantial number of consumers prefer to shop domestically even if this means they 
have less choice or pay higher prices. 

(5) 

In  addition,  those  consumers  who  want  to  benefit  from  price  differences  between 
Member  States  by  purchasing  from  a  trader  from  another  Member  State  are  often 
hindered due to a trader's refusal to sell. While e-commerce has greatly facilitated the 
search for offers as well as the comparison of prices and other conditions irrespective 

19 

OJ L 177, 4.7.2008, p. 6. 

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(6) 

(7) 

(8) 

(9) 

of where a trader is established, orders by consumers from abroad are very frequently 
refused by traders which refrain from entering into cross-border transactions. 

Differences  in  national  contract  laws  therefore  constitute  barriers  which  prevent 
consumers  and  traders  from  reaping  the  benefits  of  the  internal  market.  Those 
contract-law-related  barriers  would  be  significantly  reduced  if  contracts  could  be 
based  on  a  single  uniform  set  of  contract  law  rules  irrespective  of  where  parties  are 
established. Such a uniform set of contract law rules should cover the full life cycle of 
a contract and thus comprise the areas which are the most important when concluding 
contracts. It should also include fully harmonised provisions to protect consumers.  

The differences between national contract laws and their effect on cross-border trade 
also  serve  to  limit  competition.  With  a  low  level  of  cross-border  trade,  there  is  less 
competition,  and  thus  less  incentive  for  traders  to  become  more  innovative  and  to 
improve  the  quality  of  their  products  or  to  reduce  prices.  Particularly  in  smaller 
Member States with a limited number of domestic competitors, the decision of foreign 
traders to refrain from entering these markets due to costs and complexity may limit 
competition, resulting in an appreciable impact on choice and price levels for available 
products.  In  addition,  the  barriers  to  cross-border  trade  may  jeopardise  competition 
between  SME  and  larger  companies.  In  view  of  the  significant  impact  of  the 
transaction costs in relation to turnover, an SME is much more likely to refrain from 
entering a foreign market than a larger competitor.  

To overcome these contract-law-related barriers, parties should have the possibility to 
agree that their contracts should be governed by a single uniform set of contract law
 rules with the same meaning and interpretation in all Member States, a Common Sales
 Law.  The  Common  European  Sales  Law  should  represent  an  additional  option 
increasing the choice available to parties and open to use whenever jointly considered 
to  be  helpful  in  order  to  facilitate  cross-border  trade  and  reduce  transaction  and 
opportunity costs as well as other contract-law-related obstacles to cross-border trade. 
It  should  become  the  basis  of  a  contractual  relationship  only  where  parties  jointly 
decide to use it. 

This  Regulation  establishes  a  Common  European  Sales  Law.  It  harmonises  the 
contract laws of the Member States not by requiring amendments to the pre-existing 
national  contract  law,  but  by  creating  within  each  Member  State's  national  law  a 
second contract law regime for contracts within its scope. This second regime should 
be identical throughout the Union and exist alongside the pre-existing rules of national 
contract  law.  The  Common  European  Sales  Law  should  apply  on  a  voluntary  basis, 
upon an express agreement of the parties, to a cross-border contract.  

(10)  The agreement to use the Common European Sales Law should be a choice exercised 
within  the  scope  of  the  respective  national  law  which  is  applicable  pursuant  to 
Regulation  (EC)  No  593/2008  or,  in  relation  to  pre-contractual  information  duties, 
pursuant  to  Regulation  (EC)  No  864/2007  of  the  European  Parliament  and  of  the 
Council  of  11  July  2007  on  the  law  applicable  to  non-contractual  obligations 
(Regulation  (EC)  No  864/2007)20,  or  any  other  relevant  conflict  of  law  rule.  The 
agreement  to  use  the  Common  European  Sales  Law  should  therefore  not  amount  to, 

20 

OJ L 199, 31.7.2007, p. 40. 

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and  not  be  confused  with,  a  choice  of  the  applicable  law  within  the  meaning  of  the 
conflict-of-law  rules  and  should  be  without  prejudice  to  them.  This  Regulation  will 
therefore not affect any of the existing conflict of law rules.  

(11)  The  Common  European  Sales  Law  should  comprise  of  a  complete  set  of  fully 
harmonised  mandatory  consumer  protection  rules.  In  line  with  Article  114(3)  of  the 
Treaty, those rules should guarantee a high level of consumer protection with a view 
to  enhancing  consumer  confidence  in  the  Common  European  Sales  Law  and  thus 
provide consumers with an incentive to enter into cross-border contracts on that basis. 
The  rules  should  maintain  or  improve  the  level  of  protection  that  consumers  enjoy 
under Union consumer law.  

(12)  Since the Common European Sales Law contains a complete set of fully harmonised 
mandatory consumer protection rules, there will be no disparities between the laws of 
the  Member  States  in  this  area,  where  the  parties  have  chosen  to  use  the  Common 
European Sales Law. Consequently, Article 6(2) Regulation (EC) No 593/2008, which 
is predicated on the existence of differing levels of consumer protection in the Member 
States, has no practical importance for the issues covered by the Common European 
Sales Law. 

(13)  The  Common  European  Sales  Law  should  be  available  for  cross-border  contracts, 
because  it  is  in  that  context  that  the  disparities  between  national  laws  lead  to 
complexity  and  additional  costs  and  dissuade  parties  from  entering  into  contractual 
relationships. The cross-border nature of a contract should be assessed on the basis of 
the habitual residence of the parties in business-to-business contracts. In a business-to-
consumer  contract  the  cross-border  requirement  should  be  met  where  either  the 
general  address indicated by the  consumer, the delivery address for the goods or the 
billing address indicated by the consumer are located in a Member State, but outside 
the State where the trader has its habitual residence.  

(14)  The  use  of  the  Common  European  Sales  Law  should  not  be  limited  to  cross-border 
situations  involving  only  Member  States,  but  should  also  be  available  to  facilitate 
trade  between  Member  States  and  third  countries.  Where  consumers  from  third 
countries are involved, the agreement to use the Common European Sales Law, which 
would imply the choice of a foreign law for them, should be subject to the applicable 
conflict-of-law rules.  

(15)  Traders engaging in purely domestic as well as in cross-border trade transactions may 
also find it useful to make  use of a single uniform contract for all their transactions. 
Therefore  Member  States  should  be  free  to  decide  to  make  the  Common  European 
Sales Law available to parties for use in an entirely domestic setting.  

(16)  The  Common  European  Sales  Law  should  be  available  in  particular  for  the  sale  of 
movable goods, including the manufacture or production of such goods, as this is the 
economically  single  most  important  contract  type  which  could  present  a  particular 
potential for growth in cross-border trade, especially in e-commerce.  

(17) 

In order to reflect the increasing importance of the digital economy, the scope of the 
Common  European  Sales  Law  should  also  cover  contracts  for  the  supply  of  digital 
content. The transfer of digital content for storage, processing or access, and repeated 
use, such as a music download, has been growing rapidly and holds a great potential 

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for  further  growth  but  is  still  surrounded  by  a  considerable  degree  of  legal  diversity 
and uncertainty. The Common European Sales Law should therefore cover the supply 
of digital content irrespective of whether or not that content is supplied on a tangible 
medium. 

(18)  Digital content is often supplied not in exchange for a price but in combination with 
separate  paid  goods  or  services,  involving  a  non-monetary  consideration  such  as 
giving access to personal data or free of charge in the context of a marketing strategy 
based  on  the  expectation  that  the  consumer  will  purchase  additional  or  more 
sophisticated digital content products at a later stage. In view of this specific market 
structure  and  of  the  fact  that  defects  of  the  digital  content  provided  may  harm  the 
economic interests of consumers irrespective of the conditions under which it has been 
provided, the availability of the Common European Sales Law should not depend on 
whether a price is paid for the specific digital content in question.  

(19)  With a view to maximising the added value of the Common European Sales Law its 
material  scope  should  also  include  certain  services  provided  by  the  seller  that  are 
directly and closely related to specific goods or digital content supplied on the basis of 
the  Common  European  Sales  Law,  and  in  practice  often  combined  in  the  same  or  a 
linked  contract  at  the  same  time,  most  notably  repair,  maintenance  or  installation  of 
the goods or the digital content.  

(20)  The  Common  European  Sales  Law  should  not  cover  any  related  contracts  by  which 
the buyer acquires goods or is supplied with a service, from a third party. This would 
not  be  appropriate  because  the  third  party  is  not  part  of  the  agreement  between  the 
contracting  parties  to  use  the  rules  of  the  Common  European  Sales  Law.  A  related 
contract with a third party should be governed by the respective national law which is 
applicable  according  pursuant  to  Regulations  (EC)  No  593/2008  and  (EC)  No 
864/2007 or any other relevant conflict of law rule. 

(21) 

In order to tackle the existing internal market and competition problems in a targeted 
and  proportionate  fashion,  the  personal  scope  of  the  Common  European  Sales  Law 
should focus on parties who are currently dissuaded from doing business abroad by the 
divergence  of  national  contract  laws  with  the  consequence  of  a  significant  adverse 
impact  on  cross-border  trade.  It  should  therefore  cover  all  business-to  consumer 
transactions and contracts between traders where at least one of the parties is an SME 
drawing upon Commission Recommendation 2003/361 of 6 May 2003 concerning the 
definition  of  micro,  small  and  medium-sized  enterprises.21  This  should,  however,  be 
without  prejudice  to  the  possibility  for  Member  States  to  enact  legislation  which 
makes  the  Common  European  Sales  Law  available  for  contracts  between  traders, 
neither of which is an SME. In any case, in business-to-business transactions, traders 
enjoy  full  freedom  of  contract  and  are  encouraged  to  draw  inspiration  from  the 
Common European Sales Law in the drafting of their contractual terms. 

(22)  The  agreement  of  the  parties  to  a  contract is  indispensable  for  the  application  of  the 
Common  European  Sales  Law.  That  agreement  should  be  subject  to  strict 
requirements  in  business-to-consumer  transactions.  Since,  in  practice,  it  will  usually 
be the trader who proposes the use of the Common European Sales Law, consumers 

21 

OJ L 124, 20.5.2003, p. 36. 

EN 

18 

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(23) 

must  be  fully  aware  of  the  fact  that  they  are  agreeing  to  the  use  of  rules  which  are 
different  from  those  of  their  pre-existing  national  law.  Therefore,  the  consumer's 
consent  to  use  the  Common  European  Sales  Law  should  be  admissible  only  in  the 
form of an explicit statement separate from the statement indicating the agreement to 
the conclusion of the contract. It should therefore not be possible to offer the use of the 
Common European Sales Law as a term of the contract to be concluded, particularly as 
an element of the trader's standard terms and conditions. The trader should provide the 
consumer  with  a  confirmation  of  the  agreement  to  use  the  Common  European  Sales 
Law on a durable medium.  

In  addition  to  being  a  conscious  choice,  the  consent  of  a  consumer  to  the  use  of  the 
Common  European  Sales  Law  should  be  an  informed  choice.  The  trader  should 
therefore not only draw the consumer's attention to the intended use of the Common 
European Sales Law but should also provide information on its nature and its salient 
features.  In  order  to  facilitate  this  task  for  traders,  thereby  avoiding  unnecessary 
administrative  burdens,  and  to  ensure  consistency  in  the  level  and  the  quality  of  the 
information  communicated  to  consumers,  traders  should  supply  consumers  with  the 
standard information notice provided for in this Regulation and thus readily available 
in all official languages in the Union. Where it is not possible to supply the consumer 
with the information notice, for example in the context of a telephone call, or where 
the  trader  has  failed  to  provide  the  information  notice,  the  agreement  to  use  the 
Common  European  Sales  Law  should  not  be  binding  on  the  consumer  until  the 
consumer  has  received  the  information  notice  together  with  the  confirmation  of  the 
agreement and has subsequently expressed consent.  

(24) 

In order to avoid a selective application of certain elements of the Common European 
Sales Law, which could disturb the balance between the rights and obligations of the 
parties and adversely affect the level of consumer protection, the choice should cover 
the Common European Sales Law as a whole and not only certain parts of it.  

(25)  Where  the  United  Nations  Convention  on  Contracts  for  the  International  Sale  of 
Goods would otherwise apply to the contract in question, the choice of the Common 
European Sales Law should imply an agreement of the contractual parties to exclude 
that Convention.  

(26)  The  rules  of  the  Common  European  Sales  Law  should  cover  the  matters  of  contract 
law that are of practical relevance during the life cycle of the types of contracts falling 
within  the  material  and  personal  scope,  particularly  those  entered  into  online.  Apart 
from the rights and obligations of the  parties and the remedies for non-performance, 
the Common European Sales Law should therefore govern pre-contractual information 
duties,  the  conclusion  of  a  contract  including  formal  requirements,  the  right  of 
withdrawal and its consequences, avoidance of the contract resulting from a mistake, 
fraud,  threats  or  unfair  exploitation  and  the  consequences  of  such  avoidance, 
interpretation, the contents and effects of a contract, the assessment and consequences 
of  unfairness  of  contract  terms,  restitution  after  avoidance  and  termination  and  the 
prescription and preclusion of rights. It should settle the sanctions available in case of 
the breach of all the obligations and duties arising under its application.  

(27)  All the matters of a contractual or non-contractual nature that are not addressed in the 
Common  European  Sales  Law  are  governed  by  the  pre-existing  rules  of  the  national 
law  outside  the  Common  European  Sales  Law  that  is  applicable  under  Regulations 

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19 

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(EC) No 593/2008 and (EC) No 864/2007 or any other relevant conflict of law rule. 
These issues include legal personality, the invalidity of a contract arising from lack of 
capacity,  illegality  or  immorality,  the  determination  of  the  language  of  the  contract, 
matters  of  non-discrimination,  representation,  plurality  of  debtors  and  creditors, 
change of parties including assignment, set-off and merger, property law including the 
transfer of ownership, intellectual property law and the law of torts. Furthermore, the 
issue  of  whether  concurrent  contractual  and  non-contractual  liability  claims  can  be 
pursued together falls outside the scope of the Common European Sales Law.  

(28)  The Common European Sales Law should not govern any matters outside the remit of 
contract law. This Regulation should be without prejudice to the Union or national law 
in relation to any such matters. For example, information duties which are imposed for 
the protection of health and safety or environmental reasons should remain outside the 
scope of the Common European Sales Law. This Regulation should further be without 
prejudice to the information requirements of Directive 2006/123/EC of the European 
Parliament  and  of  the  Council  of  12  December  2006  on  services  in  the  internal 
market22.  

(29)  Once  there  is  a  valid  agreement  to  use  the  Common  European  Sales  Law,  only  the 
Common European Sales Law should govern the matters falling within its scope. The 
rules  of  the  Common  European  Sales  Law  should  be  interpreted  autonomously  in 
accordance  with  the  well-established  principles  on  the  interpretation  of  Union 
legislation.  Questions  concerning  matters  falling  within  the  scope  of  the  Common 
European Sales Law which are not expressly settled by it should be resolved only by 
interpretation of its rules without recourse to any other law. The rules of the Common 
European  Sales  Law  should  be  interpreted  on  the  basis  of  the  underlying  principles 
and objectives and all its provisions.  

(30)  Freedom  of  contract  should  be  the  guiding  principle  underlying  the  Common 
European Sales Law. Party autonomy should be restricted only where and to the extent 
that this is indispensable, in particular for reasons of consumer protection. Where such 
a  necessity  exists,  the  mandatory  nature  of  the  rules  in  question  should  be  clearly 
indicated. 

(31)  The  principle  of  good  faith  and  fair  dealing  should  provide  guidance  on  the  way 
parties  have  to  cooperate.  As  some  rules  constitute  specific  manifestations  of  the 
general  principle  of  good  faith  and  fair  dealing,  they  should  take  precedent  over  the 
general  principle.  The  general  principle  should  therefore  not  be  used  as  a  tool  to 
amend the specific rights and obligations of parties as set out in the specific rules. The 
concrete  requirements  resulting  from  the  principle  of  good  faith  and  fair  dealing 
should  depend,  amongst  others,  on  the  relative  level  of  expertise  of  the  parties  and 
should therefore be different in business-to-consumer transactions and in business-to-
business transactions. In transactions between traders, good commercial practice in the 
specific situation concerned should be a relevant factor in this context.  

(32)  The Common European Sales Law should aim at the preservation of a valid contract 

whenever possible and appropriate in view of the legitimate interests of the parties.  

22 

OJ L 376, 27.12.2006, p. 36. 

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(33)  The  Common  European  Sales  Law  should  identify  well-balanced  solutions  taking 
account  the  legitimate  interests  of  the  parties  in  designating  and  exercising  the 
remedies  available  in  the  case  of  non-performance  of  the  contract.  In  business-to-
consumer  contracts  the  system  of  remedies  should  reflect  the  fact  that  the  non-
conformity  of  goods,  digital  content  or  services  falls  within  the  trader's  sphere  of 
responsibility.  

(34) 

(35) 

In order to enhance legal certainty by making the case-law of the Court of Justice of 
the  European  Union  and  of  national  courts  on  the  interpretation  of  the  Common 
European Sales Law or any other provision of this Regulation accessible to the public, 
the Commission should create a database comprising the final relevant decisions. With 
a  view  to  making  that  task  possible,  the  Member  States  should  ensure  that  such 
national judgments are quickly communicated to the Commission.  

It is also appropriate to review the functioning of the Common European Sales Law or 
any other provision of this Regulation after five years of operation. The review should 
take into account, amongst other things, the need to extend further the scope in relation 
to business-to-business contracts, market and technological developments in respect of 
digital content and future developments of the Union acquis.  

(36)  Since the objective of this Regulation, namely to contribute to the proper functioning 
of the internal market by making available a uniform set of contract law rules that can 
be  used  for  cross-border  transactions  throughout  the  Union,  cannot  be  sufficiently 
achieved  by  the  Member  States  and  can  therefore  be  better  achieved  at  Union  level, 
the Union may adopt measures, in accordance with the principle of subsidiarity as set 
out in Article 5 of the Treaty on the European Union. In accordance with the principle 
of proportionality, as set out in that Article, this Regulation does not go beyond what 
is necessary in order to achieve that objective.  

(37)  This Regulation respects the fundamental rights and observes the principles recognised 
in  particular  by  the  Charter  of  Fundamental  Rights  of  the  European  Union  and 
specifically Articles 16, 38 and 47 thereof, 

HAVE ADOPTED THIS REGULATION: 

Article 1 
Objective and subject matter 

1. 

2. 

The purpose of this Regulation is to improve the conditions for the establishment and 
the functioning of the internal market by making available a uniform set of contract 
law rules as set out in Annex I ('the Common European Sales Law'). These rules can 
be used for cross-border transactions for the sale of goods, for the supply of digital 
content and for related services where the parties to a contract agree to do so. 

This Regulation enables traders to rely on a common set of rules and use the same 
contract  terms  for  all  their  cross-border  transactions  thereby  reducing  unnecessary 
costs while providing a high degree of legal certainty.  

EN 

21 

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3. 

In relation to contracts between traders and consumers, this Regulation comprises a 
comprehensive set of consumer protection rules to ensure a high level of consumer 
protection,  to  enhance  consumer  confidence  in  the  internal  market  and  encourage 
consumers to shop across borders.  

Article 2 
Definitions 

For the purpose of this Regulation, the following definitions shall apply: 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

(g) 

‘contract’  means  an  agreement  intended  to  give  rise  to  obligations  or  other  legal 
effects; 

‘good faith and fair dealing’ means a standard of conduct characterised by honesty, 
openness  and  consideration  for  the  interests  of  the  other  party  to  the  transaction  or 
relationship in question;  

’loss’ means economic loss and non-economic loss in the form of pain and suffering, 
excluding other forms of non-economic loss such as impairment of the quality of life 
and loss of enjoyment; 

‘standard contract terms’ means contract terms which have been drafted in advance 
for  several  transactions  involving  different  parties,  and  which  have  not  been 
individually negotiated by the parties within the meaning of Article 7 of the Common 
European Sales Law; 

‘trader’ means any natural or legal person who is acting for purposes relating to that 
person’s trade, business, craft, or profession; 

‘consumer’ means any natural person who is acting for purposes which are outside 
that person's trade, business, craft, or profession; 

‘damages’  means  a  sum  of  money  to  which  a  person  may  be  entitled  as 
compensation for loss, injury or damage; 

(h) 

‘goods’ means any tangible movable items; it excludes: 

(i) electricity and natural gas; and  

(ii)  water  and  other  types  of  gas  unless  they  are  put  up  for  sale  in  a  limited 

volume or set quantity; 

(i) 

(j) 

'price’ means money that is due in exchange for goods sold, digital content supplied 
or a related service provided; 

‘digital  content’  means  data  which  are  produced  and  supplied  in  digital  form, 
whether or not according to the buyer's specifications, including video, audio, picture 
or written digital content, digital games, software and digital content which makes it 
possible to personalise existing hardware or software; it excludes: 

(i) financial services, including online banking services; 

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(ii) legal or financial advice provided in electronic form; 

(iii) electronic healthcare services; 

(iv)  electronic  communications  services  and  networks,  and  associated  facilities  and 
services; 

(v) gambling; 

(vi) the creation of new digital content and the amendment of existing digital content 
by consumers or any other interaction with the creations of other users; 

‘sales  contract’  means  any  contract  under  which  the  trader  ('the  seller')  transfers  or 
undertakes to transfer the ownership of the goods to another person ('the buyer'), and 
the buyer pays or undertakes to pay the price thereof;  it includes a contract for the 
supply of goods to be manufactured or produced and excludes contracts for sale on 
execution or otherwise involving the exercise of public authority; 

‘consumer sales contract’ means a sales contract where the seller is a trader and the 
buyer is a consumer; 

‘related  service’  means  any  service  related  to  goods  or  digital  content,  such  as 
installation, maintenance, repair or any other processing, provided by the seller of the 
goods or the supplier of the digital content under the sales contract, the contract for 
the  supply  of  digital  content  or  a  separate  related  service  contract  which  was 
concluded  at  the  same  time  as  the  sales  contract  or  the  contract  for  the  supply  of 
digital content; it excludes: 

(i) transport services,  

(ii) training services,  

(iii) telecommunications support services; and  

(iv) financial services; 

‘service  provider’  means  a  seller  of  goods  or  supplier  of  digital  content  who 
undertakes to provide a customer with a service related to those goods or that digital 
content; 

‘customer’ means any person who purchases a related service;  

‘distance contract’ means any contract between the trader and the consumer under an 
organised  distance  sales  scheme  concluded  without  the  simultaneous  physical 
presence  of  the  trader  or,  in  case  the  trader  is  a  legal  person,  a  natural  person 
representing  the  trader  and  the  consumer,  with  the  exclusive  use  of  one  or  more 
means of distance communication up to and including the time at which the contract 
is concluded;  

(k) 

(l) 

(m) 

(n) 

(o) 

(p) 

(q) 

‘off-premises contract’ means any contract between a trader and a consumer: 

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(i) concluded in the simultaneous physical presence of the trader or, where the trader 
is  a  legal  person,  the  natural  person  representing  the  trader  and  the  consumer  in  a 
place  which  is  not  the  trader's  business  premises,  or  concluded  on  the  basis  of  an 
offer made by the consumer in the same circumstances; or 

(ii)  concluded  on  the  trader's  business  premises  or  through  any  means  of  distance 
communication  immediately  after  the  consumer  was  personally  and  individually 
addressed in a place which is not the trader's business premises in the simultaneous 
physical presence of the trader or, where the trader is a legal person, a natural person 
representing the trader and the consumer; or 

(iii) concluded during an excursion organised by the trader or, where the trader is a 
legal  person,  the  natural  person  representing  the  trader  with  the  aim  or  effect  of 
promoting and selling goods or supplying digital content or related services to 
consumer; 

the 

(r) 

‘business premises’ means: 

(i) any immovable retail premises where a trader carries out activity on a permanent 
basis, or 

(ii) any movable retail premises where a trader carries out activity on a usual basis; 

‘commercial  guarantee’  means  any  undertaking  by  the  trader  or  a  producer  to  the 
consumer,  in  addition  to  legal  obligations  under  Article  106  in  case  of  lack  of 
conformity  to  reimburse  the  price  paid  or  to  replace  or  repair,  or  service  goods  or 
digital  content  in  any  way  if  they  do  not  meet  the  specifications  or  any  other 
requirements  not  related  to  conformity  set  out  in  the  guarantee  statement  or  in  the 
relevant advertising available at the time of, or before the conclusion of the contract; 

‘durable  medium’  means  any  medium  which  enables  a  party  to  store  information 
addressed  personally  to  that  party  in  a  way  accessible  for  future  reference  for  a 
period  of  time  adequate  for  the  purposes  of  the  information  and  which  allows  the 
unchanged reproduction of the information stored; 

'public auction' means a method of sale where goods or digital content are offered by 
the trader to the consumer who attends or is given the possibility to attend the auction 
in person, through a transparent, competitive bidding procedure run by an auctioneer 
and where the successful bidder is bound to purchase the goods or digital content; 

'mandatory  rule'  means  any  provision  the  application  of  which  the  parties  cannot 
exclude, or derogate from or the effect of which they cannot vary;  

'creditor'  means  a  person  who  has  a  right  to  performance  of  an  obligation,  whether 
monetary or non-monetary, by another person, the debtor; 

'debtor' means a person who has an obligation, whether monetary or non-monetary, 
to another person, the creditor; 

'obligation' means a duty to perform which one party to a legal relationship owes to 
another party. 

(s) 

(t) 

(u) 

(v) 

(w) 

(x) 

(y) 

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Article 3 
Optional nature of the Common European Sales Law  

The  parties  may  agree  that  the  Common  European  Sales  Law  governs  their  cross-border 
contracts  for  the  sale  of  goods,  for  the  supply  of  digital  content  and  for  the  provision  of 
related services within the territorial, material and personal scope as set out in Articles 4 to 7. 

Article 4 
Cross-border contracts 

1. 

2. 

3. 

4. 

5. 

6. 

The Common European Sales Law may be used for cross-border contracts.  

For  the  purposes  of  this  Regulation,  a  contract  between  traders  is  a  cross-border 
contract if the parties have their habitual residence in different countries of which at 
least one is a Member State. 

For the purposes of this Regulation, a contract between a trader and a consumer is a 
cross-border contract if: 

(a) 

either the address indicated by the consumer, the delivery address for goods or 
the billing address are located in a country other than the country of the trader's 
habitual residence; and  

(b) 

at least one of these countries is a Member State. 

For  the  purposes  of  this  Regulation,  the  habitual  residence  of  companies  and  other 
bodies, corporate or unincorporated, shall be the place of central administration. The 
habitual residence of a trader who is a natural person shall be that person's principal 
place of business. 

Where the contract is concluded in the course of the operations of a branch, agency 
or  any  other  establishment  of  a  trader,  the  place  where  the  branch,  agency  or  any 
other  establishment  is  located  shall  be  treated  as  the  place  of  the  trader's  habitual 
residence.  

For  the  purpose  of  determining  whether  a  contract  is  a  cross-border  contract  the 
relevant  point  in  time  is  the  time  of  the  agreement  on  the  use  of  the  Common 
European Sales Law.  

Article 5 
Contracts for which the Common European Sales Law can be used 

The Common European Sales Law may be used for: 

(a) 

(b) 

sales contracts; 

contracts  for  the  supply  of  digital  content  whether  or  not  supplied  on  a  tangible 
medium  which  can  be  stored,  processed  or  accessed,  and  re-used  by  the  user, 
irrespective of whether the digital content is supplied in exchange for the payment of 
a price.  

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(c) 

related service contracts, irrespective of whether a separate price was agreed for the 
related service.  

1. 

2. 

1. 

Article 6 
Exclusion of mixed-purpose contracts and contracts linked to a consumer credit 

The  Common  European  Sales  Law  may  not  be  used  for  mixed-purpose  contracts 
including any elements other than the sale of goods, the supply of digital content and 
the provision of related services within the meaning of Article 5. 

The  Common  European  Sales  Law  may  not  be  used  for  contracts  between  a  trader 
and a consumer where the trader grants or promises to grant to the consumer credit in 
the form of a deferred payment, loan or other similar financial accommodation. The 
Common  European  Sales  Law  may  be  used  for  contracts  between  a  trader  and  a 
consumer  where  goods,  digital  content  or  related  services  of  the  same  kind  are 
supplied on a continuing basis and the consumer pays for such goods, digital content 
or related services for the duration of the supply by means of instalments. 

Article 7 
Parties to the contract 

The  Common  European  Sales  Law  may  be  used  only  if  the  seller  of  goods  or  the 
supplier of digital content is a trader. Where all the parties to a contract are traders, 
the  Common  European  Sales  Law  may  be  used  if  at  least  one  of  those  parties  is  a 
small or medium-sized enterprise ('SME'). 

2. 

For the purposes of this Regulation, an SME is a trader which  

(a) 

employs fewer than 250 persons; and  

(b)  has  an  annual  turnover  not  exceeding  EUR  50  million  or  an  annual  balance 
sheet  total  not  exceeding  EUR  43  million,  or,  for  an  SME  which  has  its 
habitual  residence  in  a  Member  State  whose  currency  is  not  the  euro  or  in  a 
third country, the equivalent amounts in the currency of that Member State or 
third country.  

Article 8 
Agreement on the use of the Common European Sales Law 

1. 

2. 

The use of the Common European Sales Law requires an agreement of the parties to 
that effect. The existence of such an agreement and its validity shall be determined 
on the basis of paragraphs 2 and 3 of this Article and Article 9, as well as the relevant 
provisions in the Common European Sales Law.  

In  relations  between  a  trader  and  a  consumer  the  agreement  on  the  use  of  the 
Common European Sales Law shall be valid only if the consumer's consent is given 
by  an  explicit  statement  which  is  separate  from  the  statement  indicating  the 
agreement  to  conclude  a  contract.  The  trader  shall  provide  the  consumer  with  a 
confirmation of that agreement on a durable medium. 

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3. 

1. 

2. 

In relations between a trader and a consumer the Common European Sales Law may 
not be chosen partially, but only in its entirety.  

Article 9 
Standard Information Notice in contracts between a trader and a consumer  

In  addition  to  the  pre-contractual  information  duties  laid  down  in  the  Common 
European  Sales  Law,  in  relations  between  a  trader  and  a  consumer  the  trader  shall 
draw the consumer's attention to the intended application of the Common European 
Sales  Law  before  the  agreement  by  providing  the  consumer  with  the  information 
notice in Annex II in a prominent manner. Where the agreement to use the Common 
European  Sales  Law  is  concluded  by  telephone  or  by  any  other  means  that  do  not 
make it possible to provide the consumer with the information notice, or where the 
trader has failed to provide the information notice, the consumer shall not be bound 
by  the  agreement  until  the  consumer  has  received  the  confirmation  referred  to  in 
Article  8(2)  accompanied  by  the  information  notice  and  has  expressly  consented 
subsequently to the use of the Common European Sales Law.  

The information notice referred to in paragraph 1 shall, if given in electronic form, 
contain a hyperlink or, in all other circumstances, include the indication of a website 
through which the text of the Common European Sales Law can be obtained free of 
charge. 

Article 10 
Penalties for breach of  specific requirements 

Member States shall lay down penalties for breaches by traders in relations with consumers of 
the requirements set out in Articles 8 and 9 and shall take all the measures necessary to ensure 
that those penalties are applied. The penalties thus provided shall be effective, proportionate 
and dissuasive. Member States shall notify the relevant provisions to the Commission no later 
than [1 year after the date of application of this Regulation] and shall notify any subsequent 
changes as soon as possible. 

Article 11 
Consequences of the use of the Common European Sales Law  

Where the parties have validly agreed to use the Common European Sales Law for a contract, 
only  the  Common  European  Sales  Law  shall  govern  the  matters  addressed  in  its  rules. 
Provided  that  the  contract  was  actually  concluded,  the  Common  European  Sales  Law  shall 
also govern the compliance with and remedies for failure to comply with the pre-contractual 
information duties. 

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Article 12 
Information requirements  resulting from the Services Directive  

This  Regulation  is  without  prejudice  to  the  information  requirements  laid  down  by  national 
laws  which  transpose  the  provisions  of  Directive  2006/123/EC  of  the  European  Parliament 
and  of  the  Council  of  12  December  2006  on  services  in  the  internal  market  and  which 
complement the information requirements laid down in the Common European Sales Law. 

Article 13 

Member States' options 

A Member State may decide to make the Common European Sales Law available for: 

(a) 

contracts  where  the  habitual  residence  of  the  traders  or,  in  the  case  of  a  contract 
between  a  trader  and  a  consumer,  the  habitual  residence  of  the  trader,  the  address 
indicated by the consumer, the delivery address for goods and the billing address, are 
located in that Member State; and/or 

(b) 

contracts  where  all  the  parties  are  traders  but  none  of  them  is  an  SME  within  the 
meaning of Article 7(2). 

1. 

2. 

1. 

2. 

Article 14 
Communication of judgments applying this Regulation 

Member States shall ensure that final judgments of their courts applying the rules of 
this Regulation are communicated without undue delay to the Commission.  

The Commission shall set up a system which allows the information concerning the 
judgments referred to in paragraph 1 and relevant judgements of the Court of Justice 
of the European Union to be consulted. That system shall be accessible to the public.  

Article 15 
Review 

By … [4 years after the date of application of this Regulation], Member States shall 
provide  the  Commission  with  information  relating  to  the  application  of  this 
Regulation, in particular on the level of acceptance of the Common European Sales 
Law, the extent to which its provisions have given rise to litigation and on the state 
of  play  concerning  differences  in  the  level  of  consumer  protection  between  the 
Common  European  Sales  Law  and  national  law.  That  information  shall  include  a 
comprehensive  overview  of  the  case  law  of  the  national  courts  interpreting  the 
provisions of the Common European Sales Law. 

By … [5 years after the date of application of this Regulation], the Commission shall 
present  to  the  European  Parliament,  the  Council  and  the  Economic  and  Social 
Committee  a  detailed  report  reviewing  the  operation  of  this  Regulation,  and  taking 

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account of, amongst others, the need to extend the scope in relation to business-to-
business  contracts,  market  and  technological  developments  in  respect  of  digital 
content and future developments of the Union acquis. 

Article 16 
Entry into force and application 

1. 

2. 

This  Regulation  shall  enter  into  force  on  the  20th  day  following  that  of  its 
publication in the Official Journal of the European Union. 

It shall apply from [ 6 months after its the entry into force]. 

This Regulation shall be binding in its entirety and directly applicable in the Member States. 

Done at Brussels, 

For the European Parliament 
The President 

For the Council 
The President 

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ANNEX I  
COMMON EUROPEAN SALES LAW  

TABLE OF CONTENTS 

Part I: Introductory provisions ................................................................................................. 33 

Chapter 1: General principles and application ………….……………………………………33 

Section 1: General principles ................................................................................................... 33 

Section 2: Application.............................................................................................................. 33 

Part II: Making a binding contract ........................................................................................... 38 

Chapter 2: Pre-contractual information.................................................................................... 38 

Section 1: Pre-contractual information to be given by a trader dealing with a consumer ....... 38 

Section 2: Pre-contractual information to be given by a trader dealing with another trader ... 43 

Section 3: Contracts to be concluded by electronic means ...................................................... 44 

Section 4: Duty to ensure that information supplied is correct ................................................ 45 

Section 5: Remedies for breach of information duties............................................................. 46 

Chapter 3: Conclusion of contract............................................................................................ 47 

Chapter 4: Right to withdraw in distance and off-premises contracts between traders and 
consumers................................................................................................................................. 51 

Chapter 5: Defects in consent................................................................................................... 57 

Part III: Assessing what is in the contract ................................................................................ 60 

Chapter 6: Interpretation .......................................................................................................... 60 

Chapter 7: Contents and effects ............................................................................................... 62 

Chapter 8: Unfair contract terms .............................................................................................. 67 

Section 1: General provisions .................................................................................................. 67 

Section 2: Unfair contract terms in contracts between a trader and a consumer ..................... 67 

Section 3: Unfair contract terms in contracts between traders................................................. 71 

Part IV: Obligations and remedies of the parties to a sales contract or a contract for the supply 
of digital content....................................................................................................................... 72 

Chapter 9: General provisions.................................................................................................. 72 

Chapter 10: The seller's obligations ......................................................................................... 74 

Section 1: General provisions .................................................................................................. 74 

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Section 2: Delivery................................................................................................................... 74 

Section 3: Conformity of the goods and digital content........................................................... 76 

Chapter 11: The buyer’s remedies ........................................................................................... 80 

Section 1: General provisions .................................................................................................. 80 

Section 2: Cure by the seller .................................................................................................... 81 

Section 3: Requiring performance............................................................................................ 82 

Section 4: Withholding performance of buyer’s obligations ................................................... 83 

Section 5: Termination ............................................................................................................. 83 

Section 6: Price reduction ........................................................................................................ 85 

Section 7: Requirements of examination and notification in a contract between traders ........ 85 

Chapter 12: The buyer's obligations......................................................................................... 87 

Section 1: General provisions .................................................................................................. 87 

Section 2: Payment of the price................................................................................................ 87 

Section 3: Taking delivery ....................................................................................................... 89 

Chapter 13: The seller’s remedies ............................................................................................ 90 

Section 1: General provisions .................................................................................................. 90 

Section 2: Requiring performance............................................................................................ 90 

Section 3: Withholding performance of seller’s obligations.................................................... 91 

Section 4: Termination ............................................................................................................. 91 

Chapter 14: Passing of risk....................................................................................................... 93 

Section 1: General provisions .................................................................................................. 93 

Section 2 :Passing of risk in consumer sales contracts ............................................................ 93 

Section 3 :Passing of risk in contracts between traders ........................................................... 94 

Part V: Obligations and remedies of the parties to a related service contract.......................... 96 

Chapter 15: Obligations and remedies of the parties ............................................................... 96 

Section 1: Application of certain general rules on sales contracts ………………………..  96 

Section 2: Obligations of the service provider ......................................................................... 96 

Section 3: Obligations of the customer .................................................................................... 98 

Section 4: Remedies ................................................................................................................. 98 

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Part VI: Damages and interest................................................................................................ 101 

Chapter 16: Damages and interest.......................................................................................... 101 

Section 1: Damages ................................................................................................................ 101 

Section 2: Interest on late payments: general provisions ....................................................... 102 

Section 3: Late payments by traders ...................................................................................... 103 

Part VII: Restitution ............................................................................................................... 105 

Chapter 17: Restitution........................................................................................................... 105 

Part VIII: Prescription ............................................................................................................ 108 

Chapter 18: Prescription......................................................................................................... 108 

Section 1 : General provision ................................................................................................. 108 

Section 2 : Periods of prescription and their commencement ................................................ 108 

Section 3: Extension of periods of prescription ..................................................................... 109 

Section 4 : Renewal of periods of prescription ...................................................................... 110 

Section 5: Effects of prescription ........................................................................................... 110 

Section 6: Modification by agreement ................................................................................... 110 

Appendix 1 ............................................................................................................................. 111 

Appendix 2 ............................................................................................................................. 111 

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Part I 

Introductory provisions 

Chapter 1 General principles and application  

SECTION 1  GENERAL PRINCIPLES 

Article 1 
Freedom of contract  

1. 

2. 

1. 

2. 

3. 

Parties are free to conclude a contract and to determine its contents, subject to any 
applicable mandatory rules.  

Parties  may  exclude  the  application  of  any  of  the  provisions  of  the  Common 
European Sales Law, or derogate from or vary their effects, unless otherwise stated 
in those provisions. 

Article 2 
Good faith and fair dealing  

Each party has a duty to act in accordance with good faith and fair dealing. 

Breach of this duty may preclude the party in breach from exercising or relying on a 
right,  remedy  or  defence  which  that  party  would  otherwise  have,  or  may  make  the 
party liable for any loss thereby caused to the other party. 

The parties may not exclude the application of this Article or derogate from or vary 
its effects. 

Article 3 
 Co-operation 

The parties are obliged to co-operate with each other to the extent that this can be expected for 
the performance of their contractual obligations. 

SECTION 2  APPLICATION 

Article 4 
Interpretation  

1. 

2. 

EN 

The  Common  European  Sales  Law  is  to  be  interpreted  autonomously  and  in 
accordance with its objectives and the principles underlying it.  

Issues within the scope of the Common European Sales Law but not expressly settled 
by it are to be settled in accordance with the objectives and the principles underlying 

33 

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it and all its provisions, without recourse to the national law that would be applicable 
in  the  absence  of  an  agreement  to  use the  Common  European  Sales  Law  or  to  any 
other law. 

Where  there  is  a  general  rule  and  a  special  rule  applying  to  a  particular  situation 
within the scope of the general rule, the special rule prevails in any case of conflict. 

Article 5 
Reasonableness  

Reasonableness  is  to  be  objectively  ascertained,  having  regard  to  the  nature  and 
purpose  of  the  contract,  to  the  circumstances  of  the  case  and  to  the  usages  and 
practices of the trades or professions involved. 

Any reference to what can be expected of or by a person, or in a particular situation, 
is a reference to what can reasonably be expected. 

3. 

1. 

2. 

Article 6 
No form required 

Unless  otherwise  stated  in  the  Common  European  Sales  Law,  a  contract,  statement  or  any 
other act which is governed by it need not be made in or evidenced by a particular form.  

Article 7 
Not individually negotiated contract terms  

1. 

2. 

3. 

4. 

5. 

A contract term is not individually negotiated if it has been supplied by one party and 
the other party has not been able to influence its content. 

Where one party supplies a selection of contract terms to the other party, a term will 
not  be  regarded  as  individually  negotiated  merely  because  the  other  party  chooses 
that term from that selection. 

A party who claims that a contract term supplied as part of standard contract terms 
has since been individually negotiated bears the burden of proving that it has been. 

In a contract between a trader and a consumer, the trader bears the burden of proving 
that a contract term supplied by the trader has been individually negotiated. 

In a contract between a trader and a consumer, contract terms drafted by a third party 
are considered to have been supplied by the trader, unless the consumer introduced 
them to the contract. 

Article 8 
Termination of a contract 

1. 

To ‘terminate a contract’ means to bring to an end the rights and obligations of the 
parties under the contract with the exception of those arising under any contract term 

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providing for the settlement of disputes or any other contract term which is to operate 
even after termination. 

Payments due and damages for any non-performance before the time of termination 
remain  payable.  Where  the  termination  is  for  non-performance  or  for  anticipated 
non-performance, the terminating party is also entitled to damages in lieu of the other 
party’s future performance. 

The effects of termination on the repayment of the price and the return of the goods 
or  the  digital  content,  and  other  restitutionary  effects,  are  governed  by  the  rules  on 
restitution set out in Chapter 17. 

Article 9 
Mixed-purpose contracts 

Where a contract provides both for the sale of goods or the supply of digital content 
and for the provision of a related service, the rules of Part IV apply to the obligations 
and  remedies  of  the  parties  as  seller  and  buyer  of  goods  or  digital  content  and  the 
rules  of  Part  V  apply  to  the  obligations  and  remedies  of  the  parties  as  service 
provider and customer. 

Where, in a contract falling under paragraph 1, the obligations of the seller and the 
service  provider  under  the  contract  are  to  be  performed  in  separate  parts  or  are 
otherwise divisible, then if there is a ground for termination for non-performance of a 
part  to  which  a  part  of  the  price  can  be  apportioned,  the  buyer  and  customer  may 
terminate only in relation to that part.  

Paragraph  2  does  not  apply  where  the  buyer  and  customer  cannot  be  expected  to 
accept  performance  of  the  other  parts  or  the  non-performance  is  such  as  to  justify 
termination of the contract as a whole. 

Where the obligations of the seller and the service provider under the contract are not 
divisible  or  a  part  of  the  price  cannot  be  apportioned,  the  buyer  and  the  customer 
may  terminate  only  if  the  non-performance  is  such  as  to  justify  termination  of  the 
contract as a whole. 

Article 10 
Notice 

This Article applies in relation to the giving of notice for any purpose under the rules 
of  the  Common  European  Sales  Law  and  the  contract.  ‘Notice’  includes  the 
communication of any statement which is intended to have legal effect or to convey 
information for a legal purpose.  

A notice may be given by any means appropriate to the circumstances. 

A  notice  becomes  effective  when  it  reaches  the  addressee,  unless  it  provides  for  a 
delayed effect.  

A notice reaches the addressee: 

2. 

3. 

1. 

2. 

3. 

4. 

1. 

2. 

3. 

4. 

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(a)  when it is delivered to the addressee;  

(b)  when it is delivered to the addressee’s place of business or, where there is no 
such  place  of  business  or  the  notice  is  addressed  to  a  consumer,  to  the 
addressee’s habitual residence; 

(c) 

in  the  case  of  a  notice  transmitted  by  electronic  mail  or  other  individual 
communication, when it can be accessed by the addressee; or 

(d)  when it is otherwise made available to the addressee at such a place and in such 
a way that the addressee could be expected to obtain access to it without undue 
delay. 

The notice has reached the addressee after one of the requirements in point (a), (b), 
(c) or (d) is fulfilled, whichever is the earliest. 

A notice has no effect if a revocation of it reaches the addressee before or at the same 
time as the notice. 

In relations between a trader and a consumer the parties may not, to the detriment of 
the consumer, exclude the application of paragraphs 3 and 4 or derogate from or vary 
its effects. 

Article 11 
Computation of time 

The  provisions  of  this  Article  apply  in  relation  to  the  computation  of  time  for  any 
purpose under the Common European Sales Law. 

Subject to paragraphs 3 to 7: 

(a) 

(b) 

a period expressed in days starts at the beginning of the first hour of the first
 day and ends with the expiry of the last hour of the last day of the period; 

a period expressed in weeks, months or years starts at the beginning of the first 
hour of the first day of the period, and ends with the expiry of the last hour of 
whichever day in the last week, month or year is the same day of the week, or 
falls  on  the  same  date,  as  the  day  from  which  the  period  runs;  with  the 
qualification  that  if,  in  a  period  expressed  in  months  or  in  years,  the  day  on 
which the period should expire does not occur in the last month, it ends with 
the expiry of the last hour of the last day of that month. 

Where a period expressed in days, weeks, months or years is to be calculated from a 
specified  event,  action  or  time  the  day  during  which  the  event  occurs,  the  action 
takes place or the specified time arrives does not fall within the period in question. 

The periods concerned include Saturdays, Sundays and public holidays, save where 
these are expressly excepted or where the periods are expressed in working days.  

Where the last day of a period is a Saturday, Sunday or public holiday at the place 
where a prescribed act is to be done, the period ends with the expiry of the last hour 

5. 

6. 

1. 

2. 

3. 

4. 

5. 

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of  the  following  working  day.  This  provision  does  not  apply  to  periods  calculated 
retroactively from a given date or event. 

6. 

Where a person sends another person a document which sets a period of time within 
which  the  addressee  has  to  reply  or  take  other  action  but  does  not  state  when  the 
period  is  to  begin,  then,  in  the  absence  of  indications  to  the  contrary,  the  period  is 
calculated from the moment the document reaches the addressee. 

7. 

For the purposes of this Article: 

(a) 

“public holiday” with reference to a Member State, or part of a Member State, 
of  the  European  Union  means  any  day  designated  as  such  for  that  Member 
State or part in a list published in the Official Journal of the European Union; 
and 

(b) 

“working  days”  means  all  days  other  than  Saturdays,  Sundays  and  public 
holidays. 

Article 12 
Unilateral statements or conduct 

1. 

2. 

3. 

4. 

5. 

A unilateral statement indicating intention is to be interpreted in the way in which the 
person to whom it is addressed could be expected to understand it. 

Where the person making the statement intended an expression used in it to have a 
particular meaning and the other party was aware, or could be expected to have been 
aware, of that intention, the expression is to be interpreted in the way intended by the 
person making the statement. 

Articles 59 to 65 apply with appropriate adaptations to the interpretation of unilateral 
statements indicating intention.  

The  rules  on  defects  in  consent  in  Chapter  5  apply  with  appropriate  adaptations  to 
unilateral statements indicating intention. 

Any  reference  to  a  statement  referred  to  in  this  Article  includes  a  reference  to 
conduct which can be regarded as the equivalent of a statement. 

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Part II  Making a binding contract 

Chapter 2 Pre-contractual information 

SECTION 1  PRE-CONTRACTUAL INFORMATION TO BE GIVEN BY A TRADER 
DEALING WITH A CONSUMER 

Article 13 
Duty to provide information when concluding a distance or off-premises contract  

1. 

A trader concluding a distance contract or off-premises contract has a duty to provide 
the  following  information  to  the  consumer,  in  a  clear  and  comprehensible  manner 
before the contract is concluded or the consumer is bound by any offer:  

(a) 

the  main  characteristics  of  the  goods,  digital  content  or  related  services  to  be 
supplied, to an extent appropriate to the medium of communication and to the 
goods, digital content or related services; 

(b) 

the total price and additional charges and costs, in accordance with Article 14; 

(c) 

the identity and address of the trader, in accordance with Article 15; 

(d) 

the contract terms, in accordance with Article 16;  

(e) 

the rights of withdrawal, in accordance with Article 17;  

(f)  where  applicable,  the  existence  and  the  conditions  of  the  trader's  after-sale 
customer assistance, after-sale services, commercial guarantees and complaints 
handling policy; 

(g)  where applicable, the possibility of having recourse to an Alternative Dispute 
Resolution  mechanism  to  which  the  trader  is  subject  and  the  methods  for 
having access to it; 

(h)  where  applicable,  the  functionality,  including  applicable  technical  protection 

measures, of digital content; and 

(i)  where applicable, any relevant interoperability of digital content with hardware 
and  software  which  the  trader  is  aware  of  or  can  be  expected  to  have  been 
aware of. 

2. 

The information provided, except for the addresses required by point (c) of paragraph 
1,  forms  an  integral  part  of  the  contract  and  shall  not  be  altered  unless  the  parties 
expressly agree otherwise.  

3. 

For a distance contract, the information required by this Article must:  

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(a)  be given or made available to the consumer in a way that is appropriate to the 

means of distance communication used;  

(b)  be in plain and intelligible language; and 

(c) 

insofar as it is provided on a durable medium, be legible. 

4. 

For an off-premises contract, the information required by this Article must:  

(a)  be given on paper or, if the consumer agrees, on another durable medium; and 

(b)  be legible and in plain, intelligible language. 

5. 

This Article does not apply where the contract is:  

(a) 

(b) 

(c) 

for the supply of foodstuffs, beverages or other goods which are intended for 
current consumption in the household, and which are physically supplied by a 
trader  on  frequent  and  regular  rounds  to  the  consumer's  home,  residence  or 
workplace; 

concluded  by  means  of  an  automatic  vending  machine  or  automated 
commercial premises;  

an  off-premises  contract  if  the  price  or,  where  multiple  contracts  were 
concluded  at  the  same  time,  the  total  price  of  the  contracts  does  not  exceed 
EUR 50 or the equivalent sum in the currency agreed for the contract price.  

Article 14 
Information about price and additional charges and costs 

1. 

The information to be provided under point (b) of Article 13 (1) must include: 

(a) 

the  total  price  of  the  goods,  digital  content  or  related  services,  inclusive  of 
taxes,  or  where  the  nature  of  the  goods,  digital  content  or  related  services  is 
such that the price cannot reasonably be calculated in advance, the manner in 
which the price is to be calculated; and 

(b)  where  applicable,  any  additional  freight,  delivery  or  postal  charges  and  any 
other costs or, where these cannot reasonably be calculated in advance, the fact 
that such additional charges and costs may be payable.  

2. 

3. 

In  the  case  of  a  contract  of  indeterminate  duration  or  a  contract  containing  a 
subscription,  the  total  price  must  include  the  total  price  per  billing  period.  Where 
such  contracts  are  charged  at  a  fixed  rate,  the  total  price  must  include  the  total 
monthly price. Where the total price cannot be reasonably calculated in advance, the 
manner in which the price is to be calculated must be provided. 

Where  applicable,  the  trader  must  inform  the  consumer  of  the  cost  of  using  the 
means of distance communication for the conclusion of the contract where that cost 
is calculated other than at the basic rate. 

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Article 15 
Information about the identity and address of the trader  

The information to be provided under point (c) of Article 13 (1) must include: 

(a) 

(b) 

(c) 

(d) 

(e) 

the identity of the trader, such as its trading name;  

the geographical address at which the trader is established; 

the telephone number, fax number and e-mail address of the trader, where available, 
to enable the consumer to contact the trader quickly and communicate with the trader 
efficiently; 

where applicable, the identity and geographical address of any other trader on whose 
behalf the trader is acting; and 

where different from the address given pursuant to points (b) and (d) of this Article, 
the  geographical  address  of  the  trader,  and  where  applicable  that  of  the  trader  on 
whose behalf it is acting, where the consumer can address any complaints. 

Article 16 
Information about the contract terms  

The information to be provided under point (d) of Article 13 (1) must include: 

(a) 

(b) 

(c) 

(d) 

1. 

2. 

the arrangements for payment, delivery of the goods, supply of the digital content or 
performance  of  the  related  services  and  the  time  by  which  the  trader  undertakes  to 
deliver the goods, to supply the digital content or to perform the related services; 

where  applicable,  the  duration  of  the  contract,  the  minimum  duration  of  the 
consumer's  obligations  or,  if  the  contract  is  of  indeterminate  duration  or  is  to  be 
extended automatically, the conditions for terminating the contract; and 

where  applicable,  the  existence  and  conditions  for  deposits  or  other  financial 
guarantees to be paid or provided by the consumer at the request of the trader; 

where applicable, the existence of relevant codes of conduct and how copies of them 
can be obtained. 

Article 17 
Information about rights of withdrawal when concluding a distance or off-premises 
contract  

Where the consumer has a right of withdrawal under Chapter 4, the information to be 
provided under point (e) of Article 13 (1) must include the conditions, time limit and 
procedures  for  exercising  that  right  in  accordance  with  Appendix  1,  as  well  as  the 
model withdrawal form set out in Appendix 2. 

Where  applicable,  the  information  to  be  provided  under  point  (e)  of  Article  13(1) 
must  include  the  fact  that  the  consumer  will  have  to  bear  the  cost  of  returning  the 

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3. 

4. 

5. 

1. 

2. 

1. 

2. 

goods in case of withdrawal and, for distance contracts, that the consumer will have 
to bear the cost of returning the goods in the event of withdrawal if the goods by their 
nature cannot be normally returned by post.  

Where the consumer can exercise the right of withdrawal after having made a request 
for  the  provision  of  related  services  to  begin  during  the  withdrawal  period,  the 
information to be provided under point (e) of Article 13(1) must include the fact that 
the consumer would be liable to pay the trader the amount referred to in Article 45 
(5).  

The  duty  to  provide  the  information  required  by  paragraphs  1,  2  and  3  may  be 
fulfilled by supplying the Model instructions on withdrawal set out in Appendix 1 to 
the  consumer.  The  trader  will  be  deemed  to  have  fulfilled  these  information 
requirements if he has supplied these instructions to the consumer correctly filled in. 

Where a right of withdrawal is not provided for in accordance with points (c) to (i) of 
Article 40 (2) and paragraph 3 of that Article, the information to be provided under 
point (e) of Article 13 (1) must include a statement that the consumer will not benefit 
from a right of withdrawal or, where applicable, the circumstances under which the 
consumer loses the right of withdrawal. 

Article 18 
Off-premises contracts: additional information requirements and confirmation 

The  trader  must  provide  the  consumer  with  a  copy  of  the  signed  contract  or  the 
confirmation  of  the  contract,  including  where  applicable,  the  confirmation  of  the 
consumer's consent and acknowledgment as provided for in point (d) of Article 40(3) 
on paper or, if the consumer agrees, on a different durable medium. 

Where  the  consumer  wants  the  provision  of  related  services  to  begin  during  the 
withdrawal  period  provided  for  in  Article  42(2),  the  trader  must  require  that  the 
consumer makes such an express request on a durable medium. 

Article 19 
Distance contracts: additional information and other requirements 

When  a  trader  makes  a  telephone  call  to  a  consumer,  with  a  view  to  concluding  a 
distance  contract,  the  trader  must,  at  the  beginning  of  the  conversation  with  the 
consumer,  disclose  its  identity  and,  where  applicable,  the  identity  of  the  person  on 
whose behalf it is making the call and the commercial purpose of the call.  

If  the  distance  contract  is  concluded  through  a  means  of  distance  communication 
which  allows  limited  space  or  time  to  display  the  information,  the  trader  must 
provide  at  least  the  information  referred  to  in  paragraph  3  of  this  Article  on  that 
particular  means  prior  to  the  conclusion  of  such  a  contract.  The  other  information 
referred  to  in  Article  13  shall  be  provided  by  the  trader  to  the  consumer  in  an 
appropriate way in accordance with Article 13(3).  

3. 

The information required under paragraph 2 is: 

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(a) 

the  main  characteristics  of  the  goods,  digital  content  or  related  services,  as 
required by point (a) of Article 13 (1); 

(b) 

the identity of the trader, as required by point (a) of Article 15; 

(c) 

the total price, including all items referred to in point (b) of Article 13 (1) and 
Article 14(1) and (2);  

(d) 

the right of withdrawal; and 

(e)  where  relevant,  the  duration  of  the  contract,  and  if  the  contract  is  for  an 
indefinite  period,  the  requirements  for  terminating  the  contract,  referred  to  in 
point (b) of Article 16. 

A distance contract concluded by telephone is valid only if the consumer has signed 
the  offer  or  has  sent  his  written  consent  indicating  the  agreement  to  conclude  a 
contract.  The  trader  must  provide  the  consumer  with  a  confirmation  of  that 
agreement on a durable medium. 

The  trader  must  give  the  consumer  a  confirmation  of  the  contract  concluded, 
including  where  applicable,  of  the  consent  and  acknowledgement  of  the  consumer 
referred to in point (d) of Article 40(3), and all the information referred to in Article 
13  on  a  durable  medium.  The  trader  must  give  that  information  in  reasonable  time 
after  the  conclusion  of  the  distance  contract,  and  at  the  latest  at  the  time  of  the 
delivery of the goods or before the supply of digital content or the provision of the 
related service begins, unless the information has already been given to the consumer 
prior to the conclusion of the distance contract on a durable medium. 

Where  the  consumer  wants  the  provision  of  related  services  to  begin  during  the 
withdrawal  period  provided  for  in  Article  42(2),  the  trader  must  require  that  the 
consumer makes an express request to that effect on a durable medium. 

Article 20 
Duty to provide information when concluding contracts other than distance and off-
premises contracts 

In  contracts  other  than  distance  and  off-premises  contracts,  a  trader  has  a  duty  to 
provide  the  following  information  to  the  consumer,  in  a  clear  and  comprehensible 
manner  before  the  contract  is  concluded  or  the  consumer  is  bound  by  any  offer,  if 
that information is not already apparent from the context: 

(a) 

(b) 

(c) 

the  main  characteristics  of  the  goods,  digital  content  or  related  services  to  be 
supplied, to an extent appropriate to the medium of communication and to the 
goods, digital content or related services;  

the  total  price  and  additional  charges  and  costs,  in  accordance  with  Article 
14(1);  

the  identity  of  the  trader,  such  as  the  trader's  trading  name,  the  geographical 
address at which it is established and its telephone number; 

4. 

5. 

6. 

1. 

EN 

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(d) 

the contract terms in accordance with points (a) and (b) of Article 16; 

(e)  where  applicable,  the  existence  and  the  conditions  of  the  trader's  after-sale 

services, commercial guarantees and complaints handling policy; 

(f)  where  applicable,  the  functionality,  including  applicable  technical  protection 

measures of digital content; and 

(g) 

 where applicable, any relevant interoperability of digital content with hardware
 and  software  which  the  trader  is  aware  of  or  can  be  expected  to  have  been
 aware of.  

2. 

This Article does not apply where the contract involves a day-to-day transaction and 
is performed immediately at the time of its conclusion.  

Article 21 
Burden of proof 

The  trader  bears  the  burden  of  proof  that  it  has  provided  the  information  required  by  this 
Section. 

Article 22 
Mandatory nature  

The parties may not, to the detriment of the consumer, exclude the application of this Section 
or derogate from or vary its effects. 

SECTION 2  PRE-CONTRACTUAL INFORMATION TO BE GIVEN BY A TRADER 
DEALING WITH ANOTHER TRADER 

Article 23 
Duty to disclose information about goods and related services  

1. 

Before the conclusion of a contract for the sale of goods, supply of digital content or 
provision of related services by a trader to another trader, the supplier has a duty to 
disclose by any appropriate means to the other trader any information concerning the 
main  characteristics  of  the  goods,  digital  content  or  related  services  to  be  supplied 
which the supplier has or can be expected to have and which it would be contrary to 
good faith and fair dealing not to disclose to the other party. 

2. 

In determining whether paragraph 1 requires the supplier to disclose any information, 
regard is to be had to all the circumstances, including: 

(a)  whether the supplier had special expertise; 

(b) 

the cost to the supplier of acquiring the relevant information; 

EN 

43 

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(c) 

the  ease  with  which  the  other  trader  could  have  acquired  the  information  by 
other means; 

(d) 

the nature of the information;  

(e) 

the likely importance of the information to the other trader; and 

(f) 

good commercial practice in the situation concerned. 

SECTION 3:  CONTRACTS CONCLUDED BY ELECTRONIC MEANS 

Article 24 
Additional duties to provide information in distance contracts concluded by electronic 
means 

1. 

2. 

3. 

4. 

5. 

This Article applies where a trader provides the means for concluding a contract and 
where  those  means  are  electronic  and  do  not  involve  the  exclusive  exchange  of 
electronic mail or other individual communication. 

The  trader  must  make  available  to  the  other  party  appropriate,  effective  and 
accessible technical means for identifying and correcting input errors before the other 
party makes or accepts an offer. 

The  trader  must  provide  information  about  the  following  matters  before  the  other 
party makes or accepts an offer: 

(a) 

the technical steps to be taken in order to conclude the contract; 

(b)  whether or not a contract document will be filed by the trader and whether it 

will be accessible; 

(c) 

the technical means for identifying and correcting input errors before the other 
party makes or accepts an offer; 

(d) 

the languages offered for the conclusion of the contract; 

(e) 

the contract terms. 

The trader must ensure that the contract terms referred to in point (e) of paragraph 3 
are  made  available  in  alphabetical  or  other  intelligible  characters  and  on  a  durable 
medium  by  means  of  any  support  which  permits  reading,  recording  of  the 
information contained in the text and its reproduction in tangible form. 

The  trader  must  acknowledge  by  electronic  means  and  without  undue  delay  the 
receipt of an offer or an acceptance sent by the other party.  

EN 

44 

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Article 25 
Additional requirements in distance contracts concluded by electronic means 

1. 

2. 

3. 

Where a distance contract which is concluded by electronic means would oblige the 
consumer  to  make  a  payment,  the  trader  must  make  the  consumer  aware  in  a  clear 
and prominent manner, and immediately before the consumer places the order, of the 
information required by point (a) of Article 13 (1), Article 14(1) and (2), and point 
(b) of Article 16.  

The  trader  must  ensure  that  the  consumer,  when  placing  the  order,  explicitly 
acknowledges  that  the  order  implies  an  obligation  to  pay.  Where  placing  an  order 
entails activating a button or a similar function, the button or similar function must 
be labelled in an easily legible manner only with the words "order with obligation to 
pay"  or  similar  unambiguous  wording  indicating  that  placing  the  order  entails  an 
obligation to make a payment to the trader. Where the trader has not complied with 
this paragraph, the consumer is not bound by the contract or order. 

The trader must indicate clearly and legibly on its trading website at the latest at the 
beginning of  the  ordering  process whether any delivery restrictions apply and  what 
means of payment are accepted.  

Article 26 
Burden of proof 

In relations between a trader and a consumer, the trader bears the burden of proof that it has 
provided the information required by this Section. 

Article 27 
 Mandatory nature 

In  relations  between  a  trader  and  a  consumer,  the  parties  may  not,  to  the  detriment  of  the 
consumer, exclude the application of this Section or derogate from or vary its effects. 

SECTION 4  DUTY TO ENSURE THAT INFORMATION SUPPLIED IS CORRECT 

Article 28 
Duty to ensure that information supplied is correct 

1. 

2. 

A  party  who  supplies  information  before  or  at  the  time  a  contract  is  concluded, 
whether in order to comply with the duties imposed by this Chapter or otherwise, has 
a duty to take reasonable care to ensure that the information supplied is correct and is 
not misleading.  

A party to whom incorrect or misleading information has been supplied in breach of 
the duty referred to in paragraph 1, and who reasonably relies on that information in 
concluding  a  contract  with  the  party  who  supplied  it,  has  the  remedies  set  out  in 
Article 29. 

EN 

45 

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3. 

In relations between a trader and a consumer the parties may not, to the detriment of 
the  consumer,  exclude  the  application  of  this  Article  or  derogate  from  or  vary  its 
effects. 

SECTION 5  REMEDIES FOR BREACH OF INFORMATION DUTIES  

Article 29 
Remedies for breach of information duties 

1. 

2. 

3. 

4. 

A party which has failed to comply with any duty imposed by this Chapter is liable 
for any loss caused to the other party by such failure. 

Where  the  trader  has  not  complied  with  the  information  requirements  relating  to 
additional  charges  or  other  costs  as  referred  to  in  Article  14  or  on  the  costs  of 
returning the goods as referred to in Article 17(2) the consumer is not liable to pay 
the additional charges and other costs. 

The remedies provided under this Article are without prejudice to any remedy which 
may be available under Article 42 (2), Article 48 or Article 49. 

In relations between a trader and a consumer the parties may not, to the detriment of 
the  consumer,  exclude  the  application  of  this  Article  or  derogate  from  or  vary  its 
effects. 

EN 

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Chapter 3 Conclusion of contract 

Article 30 
Requirements for the conclusion of a contract 

1. 

A contract is concluded if: 

(a) 

the parties reach an agreement; 

(b) 

they intend the agreement to have legal effect; and  

2. 

3. 

4. 

(c) 

the  agreement,  supplemented  if  necessary  by  rules  of  the  Common  European 
Sales Law, has sufficient content and certainty to be given legal effect.  

Agreement is reached by acceptance of an offer. Acceptance may be made explicitly 
or by other statements or conduct.  

Whether  the  parties  intend  the  agreement  to  have  legal  effect  is  to  be  determined 
from their statements and conduct. 

Where one of the parties makes agreement on some specific matter a requirement for 
the conclusion of a contract, there is no contract unless agreement on that matter has 
been reached. 

1. 

A proposal is an offer if: 

Article 31 
Offer 

(a) 

it is intended to result in a contract if it is accepted; and 

(b) 

it has sufficient content and certainty for there to be a contract.  

An offer may be made to one or more specific persons. 

A  proposal  made  to  the  public  is  not  an  offer,  unless  the  circumstances  indicate 
otherwise.  

Article 32 
Revocation of offer 

An offer may be revoked if the revocation reaches the offeree before the offeree has 
sent an acceptance or, in cases of acceptance by conduct, before the contract has been 
concluded. 

Where a proposal made to the public is an offer, it can be revoked by the same means 
as were used to make the offer. 

2. 

3. 

1. 

2. 

EN 

47 

   EN 

 
3. 

A revocation of an offer is ineffective if: 

(a) 

the offer indicates that it is irrevocable;  

(b) 

the offer states a fixed time period for its acceptance; or 

(c) 

it  was  otherwise  reasonable  for  the  offeree  to  rely  on  the  offer  as  being 
irrevocable and the offeree has acted in reliance on the offer. 

Article 33 
Rejection of offer 

When a rejection of an offer reaches the offeror, the offer lapses. 

Article 34 
Acceptance 

1. 

2. 

1. 

2. 

3. 

1. 

2. 

3. 

Any  form  of  statement  or  conduct  by  the  offeree  is  an  acceptance  if  it  indicates 
assent to the offer. 

Silence or inactivity does not in itself constitute acceptance. 

Article 35 
Time of conclusion of the contract 

Where  an  acceptance  is  sent  by  the  offeree  the  contract  is  concluded  when  the 
acceptance reaches the offeror. 

Where an offer is accepted by conduct, the contract is concluded when notice of the 
conduct reaches the offeror. 

Notwithstanding  paragraph  2,  where  by  virtue  of  the  offer,  of  practices  which  the 
parties  have  established  between  themselves,  or  of  a  usage,  the  offeree  may  accept 
the offer by conduct without notice to the offeror, the contract is concluded when the 
offeree begins to act.  

Article 36 
Time limit for acceptance 

An acceptance of an offer is effective only if it reaches the offeror within any time 
limit stipulated in the offer by the offeror. 

Where no time limit has been fixed by the offeror the acceptance is effective only if 
it reaches the offeror within a reasonable time after the offer was made. 

Where  an  offer  may  be  accepted  by  doing  an  act  without  notice  to  the  offeror,  the 
acceptance is effective only if the act is done within the time for acceptance fixed by 
the offeror or, if no such time is fixed, within a reasonable time. 

EN 

48 

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1. 

2. 

1. 

2. 

3. 

4. 

1. 

Article 37 
Late acceptance 

A  late  acceptance  is  effective  as  an  acceptance  if  without  undue  delay  the  offeror 
informs the offeree that the offeror is treating it as an effective acceptance. 

Where a letter or other communication containing a late acceptance shows that it has 
been  sent  in  such  circumstances  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 the offer has lapsed. 

Article 38 
Modified acceptance 

A reply by the offeree which states or implies additional or different contract terms 
which materially alter the terms of the offer is a rejection and a new offer. 

Additional  or  different  contract  terms  relating,  among  other  things,  to  the  price, 
payment, quality and quantity of the goods, place and time of delivery, extent of one 
party's  liability  to  the  other  or  the  settlement  of  disputes  are  presumed  to  alter  the 
terms of the offer materially. 

A reply which gives a definite assent to an offer is an acceptance even if it states or 
implies  additional  or  different  contract  terms,  provided  that  these  do  not  materially 
alter the terms of the offer. The additional or different terms then become part of the 
contract. 

A  reply  which  states  or  implies  additional  or  different  contract  terms  is  always  a 
rejection of the offer if: 

(a) 

(b) 

(c) 

the offer expressly limits acceptance to the terms of the offer; 

the offeror objects to the additional or different terms without undue delay; or 

the  offeree  makes  the  acceptance  conditional  upon  the  offeror’s  assent  to  the 
additional or different terms, and the assent does not reach the offeree within a 
reasonable time. 

Article 39 
Conflicting standard contract terms 

Where the parties have reached agreement except that the offer and acceptance refer 
to  conflicting  standard  contract  terms,  a  contract  is  nonetheless  concluded.  The 
standard contract terms are part of the contract to the extent that they are common in 
substance. 

2. 

Notwithstanding paragraph 1, no contract is concluded if one party: 

(a)  has indicated in advance, explicitly, and not by way of standard contract terms, 
an intention not to be bound by a contract on the basis of paragraph 1; or 

(b)  without undue delay, informs the other party of such an intention.  

EN 

49 

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EN 

50 

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Chapter 4 Right to withdraw in distance and off-premises 
contracts between traders and consumers  

Article 40 
Right to withdraw 

1. 

During the period provided for in Article 42, the consumer has a right to withdraw 
from the contract without giving any reason, and at no cost to the consumer except as 
provided in Article 45, from: 

(a) 

a distance contract;  

(b) 

an  off-premises  contract,  provided  that  the  price  or,  where  multiple  contracts 
were concluded at the same time, the total price of the contracts exceeds EUR 
50  or  the  equivalent  sum  in  the  currency  agreed  for  the  contract  price  at  the 
time of the conclusion of the contract.  

2. 

Paragraph 1 does not apply to:  

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

a contract concluded by means of an automatic vending machine or automated 
commercial premises;  

a  contract  for  the  supply  of  foodstuffs,  beverages  or  other  goods  which  are 
intended  for  current  consumption  in  the  household  and  which  are  physically 
supplied by the trader on frequent and regular rounds to the consumer's home, 
residence or workplace;  

a  contract  for  the  supply  of  goods  or  related  services  for  which  the  price 
depends on fluctuations in the financial market which cannot be controlled by 
the trader and which may occur within the withdrawal period; 

a  contract  for  the  supply  of  goods  or  digital  content  which  are  made  to  the 
consumer’s specifications, or are clearly personalised;  

a  contract  for  the  supply  of  goods  which  are  liable  to  deteriorate  or  expire 
rapidly; 

a  contract  for  the  supply  of  alcoholic  beverages,  the  price  of  which  has  been 
agreed upon at the time of the conclusion of the sales contract, the delivery of 
which  can  only  take  place  after  30  days  from  the  time  of  conclusion  of  the 
contract  and  the  actual  value  of  which  is  dependent  on  fluctuations  in  the 
market which cannot be controlled by the trader; 

(g) 

a  contract  for  the  sale  of  a  newspaper,  periodical  or  magazine  with  the 
exception of subscription contracts for the supply of such publications;  

(h) 

a contract concluded at a public auction; and 

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(i) 

a  contract  for  catering  or  services  related  to  leisure  activities  which  provides 
for a specific date or period of performance. 

3. 

Paragraph 1 does not apply in the following situations:  

(a)  where  the  goods  supplied  were  sealed,  have  been  unsealed  by  the  consumer 
and are not then suitable for return due to health protection or hygiene reasons;  

(b)  where  the  goods  supplied  have,  according  to  their  nature,  been  inseparably 

mixed with other items after delivery; 

(c)  where  the  goods  supplied  were  sealed  audio  or  video  recordings  or  computer 

software and have been unsealed after delivery; 

(d)  where the supply of digital content which is not supplied on a tangible medium 
the 

the  consumer's  prior  express  consent  and  with 

has  begun  with 
acknowledgement by the consumer of losing the right to withdraw; 

(e) 

the consumer has specifically requested a visit from the trader for the purpose 
of carrying out urgent repairs or maintenance. Where on the occasion of such a 
visit  the  trader  provides  related  services  in  addition  to  those  specifically 
requested  by  the  consumer  or  goods  other  than  replacement  parts  necessarily 
used  in  performing  the  maintenance  or  in  making  the  repairs,  the  right  of 
withdrawal applies to those additional related services or goods. 

Where  the  consumer  has  made  an  offer  which,  if  accepted,  would  lead  to  the 
conclusion  of  a  contract  from  which  there would  be  a  right  to  withdraw  under  this 
Chapter,  the  consumer  may  withdraw  the  offer  even  if  it  would  otherwise  be 
irrevocable. 

Article 41 
 Exercise of right to withdraw 

The consumer may exercise the right to withdraw at any time before the end of the 
period of withdrawal provided for in Article 42. 

The  consumer  exercises  the  right  to  withdraw  by  notice  to  the  trader.  For  this 
purpose,  the  consumer  may  use  either  the  Model  withdrawal  form  set  out  in 
Appendix 2 or any other unequivocal statement setting out the decision to withdraw.  

Where  the  trader  gives  the  consumer  the  option  to  withdraw  electronically  on  its 
trading website, and the consumer does so, the trader has a duty to communicate to 
the  consumer  an  acknowledgement  of  receipt  of  such  a  withdrawal  on  a  durable 
medium without delay. The trader is liable for any loss caused to the other party by a 
breach of this duty.  

A  communication  of  withdrawal  is  timely  if  sent  before  the  end  of  the  withdrawal 
period. 

The  consumer  bears  the  burden  of  proof  that  the  right  of  withdrawal  has  been 
exercised in accordance with this Article.  

4. 

1. 

2. 

3. 

4. 

5. 

EN 

52 

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Article 42 
 Withdrawal period 

1. 

The withdrawal period expires after fourteen days from: 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

the day on which the consumer has taken delivery of the goods in the case of a
 sales contract, including a sales contract under which the seller also agrees to
 provide related services;  

the day on which the consumer has taken delivery of the last item in the case
 of  a  contract  for  the  sale  of  multiple  goods  ordered  by  the  consumer  in  one
 order  and  delivered  separately,  including  a  contract  under  which  the  seller
 also agrees to provide related services; 

the day on which the consumer has taken delivery of the last lot or piece in the
 case of a contract where the goods consist of multiple lots or pieces, including
 a contract under which the seller also agrees to provide related services;  

the day on which the consumer has taken delivery of the first item where the
 contract  is  for  regular  delivery  of  goods  during  a  defined  period  of  time,
 including  a  contract  under  which  the  seller  also  agrees  to  provide  related
 services;  

the  day  of  the  conclusion  of  the  contract  in  the  case  of  a  contract  for  related 
services concluded after the goods have been delivered;  

the  day  when  the  consumer  has  taken  delivery  of  the  tangible  medium  in 
accordance  with  point  (a)  in  the  case  of  a  contract  for  the  supply  of  digital 
content where the digital content is supplied on a tangible medium;  

(g) 

the  day  of  the  conclusion  of  the  contract  in  the  case  of  a  contract  where  the 
digital content is not supplied on a tangible medium. 

2. 

Where the trader has not provided the consumer with the information referred to in 
Article 17 (1), the withdrawal period expires:  

(a) 

after one year from the end of the initial withdrawal period, as determined in 
accordance with paragraph 1; or 

(b)  where  the  trader  provides  the  consumer  with  the  information  required  within 
one  year  from  the  end  of  the  withdrawal  period  as  determined  in  accordance 
with paragraph 1, after fourteen days from the day the consumer receives the 
information.  

Article 43 
Effects of withdrawal 

Withdrawal terminates the obligations of both parties under the contract: 

(a) 

to perform the contract; or 

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(b) 

to conclude the contract in cases where an offer was made by the consumer. 

Article 44 
Obligations of the trader in the event of withdrawal 

The  trader  must  reimburse  all  payments  received  from  the  consumer,  including, 
where applicable, the costs of delivery without undue delay and in any event not later 
than  fourteen  days  from  the  day  on  which  the  trader  is  informed  of  the  consumer's 
decision  to  withdraw  from  the  contract  in  accordance  with  Article  41.  The  trader 
must  carry  out  such  reimbursement  using  the  same  means  of  payment  as  the 
consumer used for the initial transaction, unless the consumer has expressly agreed 
otherwise and provided that the consumer does not incur any fees as a result of such 
reimbursement. 

Notwithstanding  paragraph  1,  the  trader  is  not  required  to  reimburse  the 
supplementary costs, if the consumer has expressly opted for a type of delivery other 
than the least expensive type of standard delivery offered by the trader.  

In  the  case  of  a  contract  for  the  sale  of  goods,  the  trader  may  withhold  the 
reimbursement  until  it  has  received  the  goods  back,  or  the  consumer  has  supplied 
evidence  of  having  sent  back  the  goods,  whichever  is  earlier,  unless  the  trader  has 
offered to collect the goods.  

In the case of an off-premises contract where the goods have been delivered to the 
consumer’s home at the time of the conclusion of the contract, the trader must collect 
the goods at its own cost if the goods by their nature cannot be normally returned by 
post.  

Article 45 
Obligations of the consumer in the event of withdrawal 

The  consumer  must  send  back  the  goods  or  hand  them  over  to  the  trader  or  to  a 
person authorised by the trader without undue delay and in any event not later than 
fourteen  days  from  the  day  on  which  the  consumer  communicates  the  decision  to 
withdraw  from  the  contract  to  the  trader  in  accordance  with  Article  41,  unless  the 
trader  has  offered  to  collect  the  goods.  This  deadline  is  met  if  the  consumer  sends 
back the goods before the period of fourteen days has expired. 

The consumer must bear the direct costs of returning the goods, unless the trader has 
agreed  to  bear  those  costs  or  the  trader  failed  to  inform  the  consumer  that  the 
consumer has to bear them.  

The consumer is liable for any diminished value of the goods only where that results 
from handling of the goods in any way other than what is necessary to establish the 
nature,  characteristics  and  functioning  of  the  goods.  The  consumer  is  not  liable  for 
diminished  value  where  the  trader  has  not  provided  all  the  information  about  the 
right to withdraw in accordance with Article 17 (1). 

Without  prejudice  to  paragraph  3,  the  consumer  is  not  liable  to  pay  any 
compensation for the use of the goods during the withdrawal period. 

1. 

2. 

3. 

4. 

1. 

2. 

3. 

4. 

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5. 

Where the consumer exercises the right of withdrawal after having made an express 
request  for  the  provision  of  related  services  to  begin  during  the  withdrawal  period, 
the  consumer  must  pay  to  the  trader  an  amount  which  is  in  proportion  to  what  has 
been provided before the consumer exercised the right of withdrawal, in comparison 
with  the  full  coverage  of  the  contract.  The  proportionate  amount  to  be  paid  by  the 
consumer to the trader must be calculated on the basis of the total price agreed in the 
contract.  Where  the  total  price  is  excessive,  the  proportionate  amount  must  be 
calculated on the basis of the market value of what has been provided. 

6. 

The consumer is not liable for the cost for: 

(a) 

the  provision  of  related  services,  in  full  or  in  part,  during  the  withdrawal 
period, where: 

(i) the trader has failed to provide information in accordance with Article 17(1) 
and (3); or 

(ii) the consumer has not expressly requested performance to begin during the 
withdrawal period in accordance with Article 18(2) and Article 19(6);  

(b) 

for the supply, in full or in part, of digital content which is not supplied on a 
tangible medium where: 

(i) the  consumer has not given prior express  consent  for  the  supply  of  digital 
content to begin before the end of the period of withdrawal  referred 
in 
Article 42(1); 

to 

(ii)  the  consumer  has  not  acknowledged  losing  the  right  of  withdrawal  when 
giving the consent; or 

(iii) the trader has failed to provide the confirmation in accordance with Article 
18(1) and Article 19(5). 

Except  as  provided  for  in  this  Article,  the  consumer  does  not  incur  any  liability 
through the exercise of the right of withdrawal. 

Article 46 
Ancillary contracts 

Where  a  consumer  exercises  the  right  of  withdrawal  from  a  distance  or  an  off-
premises  contract  in  accordance  with  Articles  41  to  45,  any  ancillary  contracts  are 
automatically terminated at no cost to the consumer except as provided in paragraphs 
2  and  3.  For  the  purpose  of  this  Article  an  ancillary  contract  means  a  contract  by 
which a consumer acquires goods, digital content or related services in connexion to 
a  distance  contract  or  an  off-premises  contract  and  these  goods,  digital  content  or 
related  services  are  provided  by  the  trader  or  a  third  party  on  the  basis  of  an 
arrangement between that third party and the trader. 

7. 

1. 

2. 

The provisions of Articles 43, 44 and 45 apply accordingly to ancillary contracts to 
the extent that those contracts are governed by the Common European Sales Law.  

EN 

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3. 

For ancillary contracts which are not governed by the Common European Sales Law 
the applicable law governs the obligations of the parties in the event of withdrawal. 

Article 47 
Mandatory nature  

The parties may not, to the detriment of the consumer, exclude the application of this Chapter 
or derogate from or vary its effects.  

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Chapter 5 Defects in consent 

Article 48 
Mistake  

1. 

A party may avoid a contract for mistake of fact or law existing when the contract 
was concluded if: 

(a) 

the party, but for the mistake, would not have concluded the contract or would 
have  done  so  only  on  fundamentally  different  contract  terms  and  the  other 
party knew or could be expected to have known this; and 

(b) 

the other party: 

(i) caused the mistake; 

(ii)  caused  the  contract  to  be  concluded  in  mistake  by  failing  to  comply  with 
any pre-contractual information duty under Chapter 2, Sections 1 to 4; 

(iii) knew or could be expected to have known of the mistake and caused the 
contract  to  be  concluded  in  mistake  by  not  pointing  out  the  relevant
 information,  provided  that  good  faith  and  fair  dealing  would  have  required  a 
party aware of the mistake to point it out; or 

(iv) made the same mistake. 

A party may not avoid a contract for mistake if the risk of the mistake was assumed, 
or in the circumstances should be borne, by that party. 

An inaccuracy in the expression or transmission of a statement is treated as a mistake 
of the person who made or sent the statement. 

Article 49 
Fraud  

A  party  may  avoid  a  contract  if  the  other  party  has  induced  the  conclusion  of  the 
contract by fraudulent misrepresentation, whether by words or conduct, or fraudulent 
non-disclosure  of  any  information  which  good  faith  and  fair  dealing,  or  any  pre-
contractual information duty, required that party to disclose. 

Misrepresentation  is  fraudulent  if  it  is  made  with  knowledge  or  belief  that  the 
representation is false, or recklessly as to whether it is true or false, and is intended to 
induce the recipient to make a mistake. Non-disclosure is fraudulent if it is intended 
to induce the person from whom the information is withheld to make a mistake. 

2. 

3. 

1. 

2. 

EN 

57 

   EN 

 
 
3. 

In  determining  whether  good  faith  and  fair  dealing  require  a  party  to  disclose 
particular information, regard should be had to all the circumstances, including: 

(a)  whether the party had special expertise; 

(b) 

the cost to the party of acquiring the relevant information; 

(c) 

the  ease  with  which  the  other  party  could  have  acquired  the  information  by 
other means; 

(d) 

the nature of the information; 

(e) 

the apparent importance of the information to the other party; and 

(f) 

in  contracts  between  traders  good  commercial  practice  in  the  situation 
concerned  

Article 50 
Threats  

A party may avoid a contract if the other party has induced the conclusion of the contract by 
the threat of wrongful, imminent and serious harm, or of a wrongful act. 

Article 51 
Unfair exploitation  

A party may avoid a contract if, at the time of the conclusion of the contract: 

(a) 

(b) 

1. 

2. 

that party was dependent on, or had a relationship of trust with, the other party, was 
ignorant,  or 
in  economic  distress  or  had  urgent  needs,  was 
inexperienced; and 

improvident, 

the other party knew or could be expected to have known this and, in the light of the 
circumstances  and  purpose  of  the  contract,  exploited  the  first  party’s  situation  by 
taking an excessive benefit or unfair advantage. 

Article 52 
Notice of avoidance  

Avoidance is effected by notice to the other party.  

A notice of avoidance is effective only if it is given within the following period after 
the avoiding party becomes aware of the relevant circumstances or becomes capable 
of acting freely: 

(a) 

six months in case of mistake; and  

(b)  one year in case of fraud, threats and unfair exploitation.  

EN 

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Article 53 
Confirmation  

Where the party who has the right to avoid a contract under this Chapter confirms it, expressly 
or  impliedly,  after  becoming  aware  of  the  relevant  circumstances,  or  becoming  capable  of 
acting freely, that party may no longer avoid the contract. 

Article 54 
Effects of avoidance  

1. 

2. 

3. 

A  contract  which  may  be  avoided  is  valid  until  avoided  but,  once  avoided,  is 
retrospectively invalid from the beginning. 

Where  a  ground  of  avoidance  affects  only  certain  contract  terms,  the  effect  of 
avoidance is limited to those terms unless it is unreasonable to uphold the remainder 
of the contract. 

The  question  whether  either  party  has  a  right  to  the  return  of  whatever  has  been 
transferred  or  supplied  under  a  contract  which  has  been  avoided,  or  to  a  monetary 
equivalent, is regulated by the rules on restitution in Chapter 17. 

Article 55 
Damages for loss  

A  party  who  has  the  right  to  avoid  a  contract  under  this  Chapter  or  who  had  such  a  right 
before it was lost by the effect of time limits or confirmation is entitled, whether or not the 
contract  is  avoided,  to  damages  from  the  other  party  for  loss  suffered  as  a  result  of  the 
mistake, fraud, threats or unfair exploitation, provided that the other party knew or could be 
expected to have known of the relevant circumstances. 

Article 56 
Exclusion or restriction of remedies  

1. 

2. 

Remedies  for  fraud,  threats  and  unfair  exploitation  cannot  be  directly  or  indirectly 
excluded or restricted. 

In relations between a trader and a consumer the parties may not, to the detriment of 
the consumer, directly or indirectly exclude or restrict remedies for mistake. 

Article 57 
Choice of remedy  

A  party  who  is  entitled  to  a  remedy  under  this  Chapter  in  circumstances  which  afford  that 
party a remedy for non-performance may pursue either of those remedies. 

EN 

59 

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Part III  Assessing what is in the contract 

Chapter 6 Interpretation 

Article 58 
General rules on interpretation of contracts  

1. 

2. 

3. 

A contract is to be interpreted according to the common intention of the parties even 
if this differs from the normal meaning of the expressions used in it. 

Where  one  party  intended  an  expression  used  in  the  contract  to  have  a  particular 
meaning, and at the time of the conclusion of the contract the other party was aware, 
or  could  be  expected  to  have  been  aware,  of  that  intention,  the  expression  is  to  be 
interpreted in the way intended by the first party. 

Unless  otherwise  provided  in  paragraphs  1  and  2,  the  contract  is  to  be  interpreted 
according to the meaning which a reasonable person would give to it. 

Article 59 
Relevant matters  

In interpreting a contract, regard may be had, in particular, to: 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

(g) 

(h) 

the circumstances in which it was concluded, including the preliminary negotiations; 

the conduct of the parties, even subsequent to the conclusion of the contract; 

the interpretation which has already been given by the parties to expressions which 
are identical to or similar to those used in the contract;  

usages  which  would  be  considered  generally  applicable  by  parties  in  the  same 
situation; 

practices which the parties have established between themselves; 

the meaning commonly given to expressions in the branch of activity concerned; 

the nature and purpose of the contract; and 

good faith and fair dealing. 

Article 60 
Reference to contract as a whole  

Expressions used in a contract are to be interpreted in the light of the contract as a whole. 

EN 

60 

   EN 

 
Article 61 
Language discrepancies  

Where a contract document is in two or more language versions none of which is stated to be 
authoritative and where there is a discrepancy between the versions, the version in which the 
contract was originally drawn up is to be treated as the authoritative one.  

Article 62 
Preference for individually negotiated contract terms  

To  the  extent  that  there  is  an  inconsistency,  contract  terms  which  have  been  individually 
negotiated prevail over those which have not been individually negotiated within the meaning 
of Article 7. 

Article 63 
Preference for interpretation which gives contract terms effect  

An interpretation which renders the contract terms effective prevails over one which does not. 

Article 64 
Interpretation in favour of consumers  

1. 

2. 

Where  there is doubt about the  meaning of a contract term in a contract between a 
trader  and  a  consumer,  the  interpretation  most  favourable  to  the  consumer  shall 
prevail unless the term was supplied by the consumer. 

The parties may not, to the detriment of the consumer, exclude the application of this 
Article or derogate from or vary its effects.  

Article 65 
Interpretation against supplier of a contract term  

Where, in a contract which does not fall under Article 64, there is doubt about the meaning of 
a contract term which has not been individually negotiated within the meaning of Article 7, an 
interpretation of the term against the party who supplied it shall prevail.  

EN 

61 

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Chapter 7 Contents and effects 

Article 66 
Contract terms 

The terms of the contract are derived from: 

(a) 

(b) 

(c) 

the  agreement  of  the  parties,  subject  to  any  mandatory  rules  of  the  Common 
European Sales Law; 

any usage or practice by which parties are bound by virtue of Article 67; 

any  rule  of  the  Common  European  Sales  Law  which  applies  in  the  absence  of  an 
agreement of the parties to the contrary; and 

(d) 

any contract term implied by virtue of Article 68. 

1. 

2. 

3. 

1. 

Article 67 
Usages and practices in contracts between traders 

In  a  contract  between  traders,  the  parties  are  bound  by  any  usage  which  they  have 
agreed  should  be  applicable  and  by  any  practice  they  have  established  between 
themselves. 

The parties are bound by a usage which would be considered generally applicable by 
traders in the same situation as the parties. 

Usages and practices do not bind the parties to the extent to which they conflict with 
contract terms which have been individually negotiated or any mandatory rules of the 
Common European Sales Law. 

Article 68 
Contract terms which may be implied  

Where it is necessary to provide for a matter which is not explicitly regulated by the 
agreement of the parties, any usage or practice or any rule of the Common European 
Sales  Law,  an  additional  contract  term  may  be  implied,  having  regard  in  particular 
to: 

(a) 

the nature and purpose of the contract;  

(b) 

the circumstances in which the contract was concluded; and 

(c)  good faith and fair dealing. 

2. 

Any contract term implied under paragraph 1 is, as far as possible, to be such as to 
give effect to what the parties would probably have agreed, had they provided for the 
matter.  

EN 

62 

   EN 

 
3. 

1. 

2. 

3. 

4. 

1. 

2. 

3. 

Paragraph 1 does not apply if the parties have deliberately left a matter unregulated, 
accepting that one or other party would bear the risk. 

Article 69 
Contract terms derived from certain pre-contractual statements 

Where  the  trader  makes  a  statement  before  the  contract  is  concluded,  either  to  the 
other  party  or  publicly,  about  the  characteristics  of  what  is  to  be  supplied  by  that 
trader  under  the  contract,  the  statement  is  incorporated  as  a  term  of  the  contract 
unless: 

(a) 

the other party was aware, or could be expected to have been aware when the 
contract was concluded that the statement was incorrect or could not otherwise 
be relied on as such a term; or  

(b) 

the  other  party’s  decision  to  conclude  the  contract  could  not  have  been 
influenced by the statement. 

For  the  purposes  of  paragraph  1,  a  statement  made  by  a  person  engaged  in 
advertising or marketing for the trader is regarded as being made by the trader. 

Where the other party is a consumer then, for the purposes of paragraph 1, a public 
statement made by or on behalf of a producer or other person in earlier links of the 
chain of transactions leading to the contract is regarded as being made by the trader 
unless the trader, at the time of conclusion of the contract, did not know and could 
not be expected to have known of it. 

In relations between a trader and a consumer the parties may not, to the detriment of 
the  consumer,  exclude  the  application  of  this  Article  or  derogate  from  or  vary  its 
effects. 

Article 70 
Duty to raise awareness of not individually negotiated contract terms 

Contract  terms  supplied  by  one  party  and  not  individually  negotiated  within  the 
meaning of Article 7 may be invoked against the other party only if the other party 
was aware of them, or if the party supplying them took reasonable steps to draw the 
other party's attention to them, before or when the contract was concluded. 

For  the  purposes  of  this  Article,  in  relations  between  a  trader  and  a  consumer 
contract  terms  are  not  sufficiently  brought  to  the  consumer's  attention  by  a  mere 
reference to them in a contract document, even if the consumer signs the document.  

The parties may not exclude the application of this Article or derogate from or vary 
its effects. 

EN 

63 

   EN 

 
Article 71 
Additional payments in contracts between a trader and a consumer  

In  a  contract  between  a  trader  and  a  consumer,  a  contract  term  which  obliges  the 
consumer to make any payment in addition to the remuneration stated for the trader’s 
main contractual obligation, in particular where it has been incorporated by the use 
of  default  options  which  the  consumer  is  required  to  reject  in  order  to  avoid  the 
additional  payment,  is not  binding  on  the  consumer  unless,  before  the  consumer  is 
bound  by  the  contract,  the  consumer  has  expressly  consented  to  the  additional 
payment.  If  the  consumer  has  made  the  additional  payment,  the  consumer  may 
recover it. 

The parties may not, to the detriment of the consumer, exclude the application of this 
Article or derogate from or vary its effects. 

Article 72 
Merger clauses 

Where  a  contract  in  writing  includes  a  term  stating  that  the  document  contains  all 
contract  terms  (a  merger  clause),  any  prior  statements,  undertakings  or  agreements 
which are not contained in the document do not form part of the contract. 

Unless the contract otherwise provides, a merger clause does not prevent the parties’ 
prior statements from being used to interpret the contract. 

In  a  contract  between  a  trader  and  a  consumer,  the  consumer  is  not  bound  by  a 
merger clause. 

The parties may not, to the detriment of the consumer, exclude the application of this 
Article or derogate from or vary its effects. 

1. 

2. 

1. 

2. 

3. 

4. 

Article 73 
Determination of price 

Where the amount of the price payable under a contract cannot be otherwise determined, the 
price payable is, in the absence of any indication to the contrary, the price normally charged 
in comparable circumstances at the time of the conclusion of the contract or, if no such price 
is available, a reasonable price.  

Article 74 
Unilateral determination by a party 

1. 

Where the price or any other contract term is to be determined by one party and that 
party’s  determination  is  grossly  unreasonable  then  the  price  normally  charged  or 
term normally used in comparable circumstances at the time of the conclusion of the 
contract or, if no such price or term is available, a reasonable price or a reasonable 
term is substituted. 

EN 

64 

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2. 

1. 

2. 

3. 

4. 

The parties may not exclude the application of this Article or derogate from or vary 
its effects. 

Article 75 
Determination by a third party 

Where a third party is to determine the price or any other contract term and cannot or 
will  not  do  so,  a  court  may,  unless  this  is  inconsistent  with  the  contract  terms, 
appoint another person to determine it.  

Where  a  price  or  other  contract  term  determined  by  a  third  party  is  grossly 
unreasonable,  the  price  normally  charged  or  term  normally  used  in  comparable 
circumstances  at  the  time  of  the  conclusion  of  the  contract  or,  if  no  such  price  is 
available, a reasonable price, or a reasonable term is substituted. 

For the purpose of paragraph 1 a 'court' includes an arbitral tribunal. 

In relations between a trader and a consumer the parties may not to the detriment of 
the  consumer  exclude  the  application  of  paragraph  2  or  derogate  from  or  vary  its 
effects. 

Article 76  
Language 

Where  the  language  to  be  used  for  communications  relating  to  the  contract  or  the  rights  or 
obligations  arising  from  it  cannot  be  otherwise  determined,  the  language  to  be  used  is  that 
used for the conclusion of the contract. 

Article 77 
Contracts of indeterminate duration 

1. 

2. 

1. 

Where,  in  a  case  involving  continuous  or  repeated  performance  of  a  contractual 
obligation, the contract terms do not stipulate when the contractual relationship is to 
end  or  provide  for  it  to  be  terminated  upon  giving  notice  to  that  effect,  it  may  be 
terminated by either party by giving a reasonable period of notice not exceeding two 
months. 

In relations between a trader and a consumer the parties may not, to the detriment of 
the  consumer,  exclude  the  application  of  this  Article  or  derogate  from  or  vary  its 
effects. 

Article 78 
Contract terms in favour of third parties 

The contracting parties may, by the contract, confer a right on a third party. The third 
party need not be in existence or identified at the time the contract is concluded but 
needs to be identifiable. 

EN 

65 

   EN 

 
2. 

3. 

4. 

5. 

The nature and content of the third party’s right are determined by the contract. The 
right may take the form of an exclusion or limitation of the third party’s liability to 
one of the contracting parties. 

When  one  of  the  contracting  parties  is  bound  to  render  a  performance  to  the  third 
party under the contract, then: 

(a) 

(b) 

the  third  party  has  the  same  rights  to  performance  and  remedies  for  non-
performance  as  if  the  contracting  party  was  bound  to  render  the  performance 
under a contract with the third party; and  

the  contracting  party  who  is  bound  may  assert  against  the  third  party  all 
defences which the contracting party could assert against the other party to the 
contract. 

The  third  party  may  reject  a  right  conferred  upon  them  by  notice  to  either  of  the 
contracting parties, if that is done before it has been expressly or impliedly accepted. 
On such rejection, the right is treated as never having accrued to the third party. 

The contracting parties may remove or modify the contract term conferring the right 
if this is done before either of them has given the third party notice that the right has 
been conferred. 

EN 

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Chapter 8 Unfair contract terms 

SECTION 1  GENERAL PROVISIONS 

Article 79 
Effects of unfair contract terms 

1. 

2. 

1. 

2. 

3. 

A contract term which is supplied by one party and which is unfair under Sections 2 
and 3 of this Chapter is not binding on the other party. 

Where  the  contract  can  be  maintained  without  the  unfair  contract  term,  the  other 
contract terms remain binding. 

Article 80 
Exclusions from unfairness test 

Sections 2 and 3 do not apply to contract terms which reflect rules of the Common 
European Sales Law which would apply if the terms did not regulate the matter. 

Section 2 does not apply to the definition of the main subject matter of the contract, 
or to the appropriateness of the price to be paid in so far as the trader has complied 
with the duty of transparency set out in Article 82.  

Section 3 does not apply to the definition of the main subject matter of the contract 
or to the appropriateness of the price to be paid.  

Article 81 
Mandatory nature  

The  parties  may  not  exclude  the  application  of  this  Chapter  or  derogate  from  or  vary  its 
effects.  

SECTION 2  UNFAIR CONTRACT TERMS IN CONTRACTS BETWEEN A TRADER 
AND A CONSUMER 

Article 82 
Duty of transparency in contract terms not individually negotiated 

Where a trader supplies contract terms which have not been individually negotiated with the 
consumer  within  the  meaning  of  Article  7,  it  has  a  duty  to  ensure  that  they  are  drafted  and 
communicated in plain, intelligible language.  

EN 

67 

   EN 

 
Article 83 
Meaning of "unfair" in contracts between a trader and a consumer 

1. 

2. 

In a contract between a trader and a consumer, a contract term supplied by the trader 
which has not been individually negotiated within the meaning of Article 7 is unfair 
for  the  purposes  of  this  Section  if  it  causes  a  significant  imbalance  in  the  parties' 
rights  and  obligations  arising  under  the  contract,  to  the  detriment  of  the  consumer, 
contrary to good faith and fair dealing. 

When  assessing  the  unfairness  of  a  contract  term  for  the  purposes  of  this  Section, 
regard is to be had to: 

(a)  whether the trader complied with the duty of transparency set out in Article 82;  

(b) 

the nature of what is to be provided under the contract;  

(c) 

the circumstances prevailing during the conclusion of the contract;  

(d) 

to the other contract terms; and 

(e) 

to the terms of any other contract on which the contract depends.  

Article 84 
Contract terms which are always unfair 

A contract term is always unfair for the purposes of this Section if its object or effect is to: 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

exclude or limit the liability of the trader for death or personal injury caused to the 
consumer through an act or omission of the trader or of someone acting on behalf of 
the trader; 

exclude  or  limit  the  liability  of  the  trader  for  any  loss  or  damage  to  the  consumer 
caused deliberately or as a result of gross negligence; 

limit  the  trader's  obligation  to  be  bound  by  commitments  undertaken  by  its 
authorised  agents  or  make  its  commitments  subject  to  compliance  with  a  particular 
condition the fulfilment of which depends exclusively on the trader; 

exclude or hinder the consumer's right to take legal action or exercise any other legal 
remedy,  particularly  by  requiring  the  consumer  to  take  disputes  exclusively  to  an 
arbitration  system  not  foreseen  generally  in  legal  provisions  that  apply  to  contracts 
between a trader and a consumer; 

confer exclusive jurisdiction for all disputes arising under the contract to a court for 
the place where the trader is domiciled unless the chosen court is also the court for 
the place where the consumer is domiciled; 

give the trader the exclusive right to determine whether the goods, digital content or 
related  services  supplied are  in conformity  with the contract or gives the trader the 
exclusive right to interpret any contract term; 

EN 

68 

   EN 

 
(g) 

(h) 

(i) 

(j) 

(k) 

provide that the consumer is bound by the contract when the trader is not; 

require the consumer to use a more formal method for terminating the contract within 
the meaning of Article 8 than was used for conclusion of the contract; 

grant the trader a shorter notice period to terminate the contract than the one required 
of the consumer; 

oblige the consumer to pay for goods, digital content or related services not actually 
delivered, supplied or rendered; 

determine  that  non-individually  negotiated  contract  terms  within  the  meaning  of 
Article  7  prevail  or  have  preference  over  contract  terms  which  have  been 
individually negotiated. 

Article 85 
Contract terms which are presumed to be unfair 

A contract term is presumed to be unfair for the purposes of this Section if its object or effect 
is to: 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

(g) 

(h) 

restrict the evidence available to the consumer or impose on the consumer a burden 
of proof which should legally lie with the trader; 

inappropriately  exclude  or  limit  the  remedies  available  to  the  consumer  against  the 
trader  or  a  third  party  for  non-performance  by  the  trader  of  obligations  under  the 
contract; 

inappropriately  exclude  or  limit  the  right  to  set-off  claims  that  the  consumer  may 
have against the trader against what the consumer may owe to the trader; 

permit  a  trader  to  keep  money  paid  by  the  consumer  if  the  latter  decides  not  to 
conclude  the  contract,  or  perform  obligations  under  it,  without  providing  for  the 
consumer  to  receive  compensation  of  an  equivalent  amount  from  the  trader  in  the 
reverse situation; 

require  a  consumer  who  fails  to  perform  obligations  under  the  contract  to  pay  a 
disproportionately high amount by way of damages or a stipulated payment for non-
performance; 

entitle  a  trader  to  withdraw  from  or  terminate  the  contract  within  the  meaning  of 
Article 8 on a discretionary basis without giving the same right to the consumer, or 
entitle a trader to keep money paid for related services not yet supplied in the case 
where the trader withdraws from or terminates the contract; 

enable a trader to terminate a contract of indeterminate duration without reasonable 
notice, except where there are serious grounds for doing so; 

automatically  extend  a  contract  of  fixed  duration  unless  the  consumer  indicates 
otherwise, in cases where contract terms provide for an unreasonably early deadline 
for giving notice; 

EN 

69 

   EN 

 
(i) 

(j) 

(k) 

(l) 

(m) 

(n) 

(o) 

(p) 

(q) 

(r) 

(s) 

(t) 

(u) 

enable  a  trader  to  alter  contract  terms  unilaterally  without  a  valid  reason  which  is 
specified  in  the  contract;  this  does  not  affect  contract  terms  under  which  a  trader 
reserves  the  right  to  alter  unilaterally  the  terms  of  a  contract  of  indeterminate 
duration, provided that the trader is required to inform the consumer with reasonable 
notice,  and  that  the  consumer  is  free  to  terminate  the  contract  at  no  cost  to  the 
consumer; 

enable a trader to alter unilaterally without a valid reason any characteristics of the 
goods,  digital  content  or  related  services  to  be  provided  or  any  other  features  of 
performance; 

provide that the price of goods, digital content or related services is to be determined 
at  the  time  of  delivery  or  supply,  or  allow  a  trader  to  increase  the  price  without 
giving the consumer the right to withdraw if the increased price is too high in relation 
to  the  price  agreed  at  the  conclusion  of  the  contract;  this  does  not  affect  price-
indexation clauses, where lawful, provided that the method by which prices vary is 
explicitly described; 

oblige a consumer to perform all their obligations under the contract where the trader 
fails to perform its own; 

allow  a  trader  to  transfer  its  rights  and  obligations  under  the  contract  without  the 
consumer’s consent, unless it is to a subsidiary controlled by the trader, or as a result 
of a merger or a similar lawful company transaction, and such transfer is not likely to 
negatively affect any right of the consumer; 

allow a trader, where what has been ordered is unavailable, to supply an equivalent 
without  having  expressly  informed  the  consumer  of  this  possibility  and  of  the  fact 
that the trader must bear the cost of returning what the consumer has received under 
the contract if the consumer exercises a right to reject performance; 

allow  a  trader  to  reserve  an  unreasonably  long  or  inadequately  specified  period  to 
accept or refuse an offer; 

allow  a  trader  to  reserve  an  unreasonably  long  or  inadequately  specified  period  to 
perform the obligations under the contract; 

inappropriately  exclude  or  limit  the  remedies  available  to  the  consumer  against  the 
trader or the defences available to the consumer against claims by the trader; 

subject performance of obligations under the contract by the trader, or subject other 
beneficial effects of the contract for the consumer, to particular formalities that are 
not legally required and are unreasonable; 

require  from  the  consumer  excessive  advance  payments  or  excessive  guarantees  of 
performance of obligations;  

unjustifiably  prevent  the  consumer  from  obtaining  supplies  or  repairs  from  third 
party sources; 

unjustifiably bundle the contract with another one with the trader, a subsidiary of the 
trader, or a third party, in a way that cannot be expected by the consumer; 

EN 

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(v) 

(w) 

impose  an  excessive  burden  on  the  consumer  in  order  to  terminate  a  contract  of 
indeterminate duration; 

make  the  initial  contract  period,  or  any  renewal  period,  of  a  contract  for  the 
protracted  provision  of  goods,  digital  content  or  related  services  longer  than  one 
year, unless the consumer may terminate the contract at any time with a termination 
period of no more than 30 days.  

SECTION 3  UNFAIR CONTRACT TERMS IN CONTRACTS BETWEEN TRADERS  

Article 86 
Meaning of “unfair” in contracts between traders 

1. 

In  a  contract  between  traders,  a  contract  term  is  unfair  for  the  purposes  of  this 
Section only if:  

(a) 

(b) 

it forms part of not individually negotiated terms within the meaning of Article 
7; and  

it  is  of  such  a  nature  that  its  use  grossly  deviates  from  good  commercial 
practice, contrary to good faith and fair dealing. 

2. 

When  assessing  the  unfairness  of  a  contract  term  for  the  purposes  of  this  Section, 
regard is to be had to:  

(a) 

the nature of what is to be provided under the contract;  

(b) 

the circumstances prevailing during the conclusion of the contract;  

(c) 

the other contract terms; and  

(d) 

the terms of any other contract on which the contract depends. 

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Part IV  Obligations and remedies of the parties to a sales 
contract or a contract for the supply of digital content 

Chapter 9 General provisions 

Article 87 
Non-performance and fundamental non-performance 

1. 

Non-performance of an obligation is any failure to perform that obligation, whether 
or not the failure is excused, and includes: 

(a)  non-delivery or delayed delivery of the goods; 

(b) 

 non-supply or delayed supply of the digital content;  

(c)  delivery of goods which are not in conformity with the contract; 

(d) 

supply of digital content which is not in conformity with the contract;  

(e)  non-payment or late payment of the price; and  

(f) 

any other purported performance which is not in conformity with the contract. 

2. 

Non-performance of an obligation by one party is fundamental if: 

(a) 

it substantially deprives the other party of what that party was entitled to expect 
under  the  contract,  unless  at  the  time  of  conclusion  of  the  contract  the  non-
performing  party  did  not  foresee  and  could  not  be  expected  to  have  foreseen 
that result; or 

(b) 

it is of such a nature as to make it clear that the non-performing party’s future 
performance cannot be relied on. 

Article 88 
Excused non-performance 

1. 

2. 

3. 

A party’s non-performance of an obligation is excused if it is due to an impediment 
beyond that party’s control and if that party could not be expected to have taken the 
impediment  into  account  at  the  time  of  the  conclusion  of  the  contract,  or  to  have 
avoided or overcome the impediment or its consequences.  

Where  the  impediment  is  only  temporary  the  non-performance  is  excused  for  the 
period  during  which  the  impediment  exists.  However,  if  the  delay  amounts  to  a 
fundamental non-performance, the other party may treat it as such. 

The  party  who  is  unable  to  perform  has  a  duty  to  ensure  that  notice  of  the 
impediment and of its effect on the ability to perform reaches the other party without 

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undue  delay  after  the  first  party  becomes,  or  could  be  expected  to  have  become, 
aware  of  these  circumstances.  The  other  party  is  entitled  to  damages  for  any  loss 
resulting from the breach of this duty. 

Article 89 
Change of circumstances 

1. 

A party must perform its obligations even if performance has become more onerous, 
whether because the cost of performance has increased or because the value of what 
is to be received in return has diminished. 

Where  performance  becomes  excessively  onerous  because  of  an  exceptional  change  of 
circumstances,  the  parties  have  a  duty  to  enter  into  negotiations  with  a  view  to  adapting  or 
terminating the contract. 

2. 

If the parties fail to reach an agreement within a reasonable time, then, upon request 
by either party a court may: 

(a) 

adapt  the  contract  in  order  to  bring  it  into  accordance  with  what  the  parties 
would reasonably have agreed at the time of contracting if they had taken the 
change of circumstances into account; or 

(b) 

terminate the contract within the meaning of Article 8 at a date and on terms to 
be determined by the court. 

3. 

Paragraphs 1 and 2 apply only if: 

(a) 

(b) 

the  change  of  circumstances  occurred  after  the  time  when  the  contract  was 
concluded; 

the party relying on the change of circumstances did not at that time take into 
account, and could not be expected to have taken into account, the possibility 
or scale of that change of circumstances; and 

(c) 

the  aggrieved  party  did  not  assume,  and  cannot  reasonably  be  regarded  as 
having assumed, the risk of that change of circumstances. 

4. 

For the purpose of paragraphs 2 and 3 a 'court' includes an arbitral tribunal. 

Article 90 
Extended application of rules on payment and on goods or digital content not accepted 

1. 

2. 

Unless otherwise provided, the rules on payment of the price by the buyer in Chapter 
12 apply with appropriate adaptations to other payments. 

Article 97 applies with appropriate adaptations to other cases where a person is left 
in  possession  of  goods  or  digital  content  because  of  a  failure  by  another  person  to 
take them when bound to do so. 

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Chapter 10 

The seller's obligations 

SECTION 1  GENERAL PROVISIONS 

Article 91 
Main obligations of the seller 

The  seller  of  goods  or  the  supplier  of  digital  content  (in  this  part  referred  to  as  'the  seller') 
must: 

(a) 

(b) 

(c) 

(d) 

(e) 

1. 

2. 

3. 

deliver the goods or supply the digital content; 

transfer  the  ownership  of  the  goods,  including  the  tangible  medium  on  which  the 
digital content is supplied;  

ensure that the goods or the digital content are in conformity with the contract; 

ensure that the buyer has the right to use the digital content in accordance with the 
contract; and 

deliver such documents representing or relating to the goods or documents relating to 
the digital content as may be required by the contract. 

Article 92 
Performance by a third party 

A seller may entrust performance to another person, unless personal performance by 
the seller is required by the contract terms.  

A  seller  who  entrusts  performance  to  another  person  remains  responsible  for 
performance. 

In relations between a trader and a consumer the parties may not, to the detriment of 
the consumer, exclude the application of paragraph (2) or derogate from or vary its 
effects. 

SECTION 2  DELIVERY  

Article 93 
Place of delivery 

1. 

Where the place of delivery cannot be otherwise determined, it is: 

(a) 

in the case of a consumer sales contract or a contract for the supply of digital 
content which is a distance or off-premises contract, or in which the seller has 

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undertaken to arrange carriage to the buyer, the consumer’s place of residence 
at the time of the conclusion of the contract; 

(b) 

in any other case,  

(i)  where  the  contract  of  sale  involves  carriage  of  the  goods  by  a  carrier  or
 series of carriers, the nearest collection point of the first carrier ;  

(ii)  where  the  contract  does  not  involve  carriage,  the  seller’s  place  of
 business at the time of conclusion of the contract.  

2. 

If  the  seller  has  more  than  one  place  of  business,  the  place  of  business  for  the 
purposes of point (b) of paragraph 1 is that which has the closest relationship to the 
obligation to deliver.  

Article 94 
Method of delivery 

1. 

Unless agreed otherwise, the seller fulfils the obligation to deliver:  

(a) 

(b) 

(c) 

in the case of a consumer sales contract or a contract for the supply of digital 
content which is a distance or off-premises contract or in which the seller has 
undertaken  to  arrange  carriage  to  the  buyer,  by  transferring  the  physical 
possession or control of the goods or the digital content to the consumer;  

in other cases in which the contract involves carriage of the goods by a carrier, 
by handing over the goods to the first carrier for transmission to the buyer and 
by  handing  over  to  the  buyer  any  document  necessary  to  enable  the  buyer  to 
take over the goods from the carrier holding the goods; or  

in  cases  that  do  not  fall  within  points  (a)  or  (b),  by  making  the  goods  or  the 
digital content, or where it is agreed that the seller need only deliver documents 
representing the goods, the documents, available to the buyer.  

In  points  (a)  and  (c)  of  paragraph  1,  any  reference  to  the  consumer  or  the  buyer 
includes a third party, not being the carrier, indicated by the consumer or the buyer in 
accordance with the contract. 

Article 95 
Time of delivery 

Where the time of delivery cannot be otherwise determined, the goods or the digital 
content must be delivered without undue delay after the conclusion of the contract. 

In contracts between a trader and a consumer, unless agreed otherwise by the parties, 
the trader must deliver the goods or the digital content not later than 30 days from the 
conclusion of the contract. 

2. 

1. 

2. 

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1. 

2. 

3. 

1. 

Article 96 
Seller’s obligations regarding carriage of the goods 

Where the contract requires the seller to arrange for carriage of the goods, the seller 
must  conclude  such  contracts  as  are  necessary  for  carriage  to  the  place  fixed  by 
means of transportation appropriate in the circumstances and according to the usual 
terms for such transportation. 

Where the seller, in accordance with the contract, hands over the goods to a carrier 
and  if  the  goods  are  not  clearly  identified  as  the  goods  to  be  supplied  under  the 
contract  by  markings  on  the  goods,  by  shipping  documents  or  otherwise,  the  seller 
must give the buyer notice of the consignment specifying the goods. 

Where  the  contract  does  not  require  the  seller  to  effect  insurance  in  respect  of  the 
carriage of the goods, the seller must, at the buyer’s request, provide the buyer with 
all available information necessary to enable the buyer to effect such insurance. 

Article 97 
Goods or digital content not accepted by the buyer 

A  seller  who  is  left  in  possession  of  the  goods  or  the  digital  content  because  the 
buyer, when bound to do so, has failed to take delivery must take reasonable steps to 
protect and preserve them. 

2. 

The seller is discharged from the obligation to deliver if the seller: 

(a)  deposits the goods or the digital content on reasonable terms with a third party 

to be held to the order of the buyer, and notifies the buyer of this; or 

(b) 

sells  the  goods  or  the  digital  content  on  reasonable  terms  after  notice  to  the 
buyer, and pays the net proceeds to the buyer. 

3. 

The  seller  is  entitled  to  be  reimbursed  or  to  retain  out  of  the  proceeds  of  sale  any 
costs reasonably incurred. 

Article 98 
Effect on passing of risk 

The effect of delivery on the passing of risk is regulated by Chapter 14. 

SECTION 3  CONFORMITY OF THE GOODS AND DIGITAL CONTENT 

Article 99 
Conformity with the contract 

1. 

In order to conform with the contract, the goods or digital content must: 

(a)  be of the quantity, quality and description required by the contract; 

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(b)  be contained or packaged in the manner required by the contract; and 

(c)  be  supplied  along  with  any  accessories,  installation  instructions  or  other 

instructions required by the contract. 

In order to conform with the contract the goods or digital content must also meet the 
requirements  of  Articles  100,  101  and  102,  save  to  the  extent  that  the  parties  have 
agreed otherwise. 

In  a  consumer  sales  contract,  any  agreement  derogating  from  the  requirements  of 
Articles  100,  102  and  103  to  the  detriment  of  the  consumer  is  valid  only  if,  at  the 
time of the conclusion of the contract, the consumer knew of the specific condition of 
the goods or the digital content and accepted the goods or the digital content as being 
in conformity with the contract when concluding it.  

In a consumer sales contract, the parties may not, to the detriment of the consumer, 
exclude the application of paragraph 3 or derogate from or vary its effects. 

2. 

3. 

4. 

Article 100 
Criteria for conformity of the goods and digital content 

The goods or digital content must: 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

(g) 

be  fit  for  any  particular  purpose  made  known  to  the  seller  at  the  time  of  the 
conclusion of the contract, except where the circumstances show that the buyer did 
not  rely,  or  that  it  was  unreasonable  for  the  buyer  to  rely,  on  the  seller’s  skill  and 
judgement; 

be  fit  for  the  purposes  for  which  goods  or  digital  content  of  the  same  description 
would ordinarily be used; 

possess the qualities of goods or digital content which the seller held out to the buyer 
as a sample or model; 

be contained or packaged in the manner usual for such goods or, where there is no 
such manner, in a manner adequate to preserve and protect the goods; 

be supplied along with such accessories, installation instructions or other instructions 
as the buyer may expect to receive;  

possess  the  qualities  and  performance  capabilities  indicated  in  any  pre-contractual 
statement which forms part of the contract terms by virtue of Article 69; and 

possess such qualities and performance capabilities as the buyer may expect. When 
determining what the consumer may expect of the digital content regard is to be had 
to whether or not the digital content was supplied in exchange for the payment of a 
price. 

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Article 101 
Incorrect installation under a consumer sales contract 

1. 

Where  goods  or  digital  content  supplied  under  a  consumer  sales  contract  are 
incorrectly installed, any lack of conformity resulting from the incorrect installation 
is regarded as lack of conformity of the goods or the digital content if: 

(a) 

(b) 

the goods or the digital content were installed by the seller or under the seller’s 
responsibility; or 

the goods or the digital content were intended to be installed by the consumer 
and  the  incorrect  installation  was  due  to  a  shortcoming  in  the  installation 
instructions. 

The parties may not, to the detriment of the consumer, exclude the application of this 
Article or derogate from or vary its effects. 

Article 102 
Third party rights or claims 

The goods must be free from and the digital content must be cleared of any right or 
not obviously unfounded claim of a third party.  

As  regards  rights  or  claims  based  on  intellectual  property,  subject  to  paragraphs  3 
and  4,  the  goods  must  be  free  from  and  the  digital  content  must  be  cleared  of  any 
right or not obviously unfounded claim of a third party: 

(a)  under  the  law  of  the  state  where  the  goods  or  digital  content  will  be  used 
according to the contract or, in the absence of such an agreement, under the law 
of the state of the buyer's place of business or in contracts between a trader and 
a consumer the consumer's place of residence indicated by the consumer at the 
time of the conclusion of the contract; and 

(b)  which the seller knew of or could be expected to have known of at the time of 

the conclusion of the contract. 

In contracts between businesses, paragraph 2 does not apply where the buyer knew 
or  could  be  expected  to  have  known  of  the  rights  or  claims  based  on  intellectual 
property at the time of the conclusion of the contract. 

In contracts between a trader and a consumer, paragraph 2 does not apply where the 
consumer knew of the rights or claims based on intellectual property at the time of 
the conclusion of the contract. 

In contracts between a trader and a consumer, the parties may not, to the detriment of 
the  consumer,  exclude  the  application  of  this  Article  or  derogate  from  or  vary  its 
effects. 

2. 

1. 

2. 

3. 

4. 

5. 

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Article 103 
Limitation on conformity of digital content 

Digital  content  is  not  considered  as  not  conforming  to  the  contract  for  the  sole  reason  that 
updated digital content has become available after the conclusion of the contract. 

Article 104 
Buyer’s knowledge of lack of conformity in a contract between traders 

In a contract between traders, the seller is not liable for any lack of conformity of the goods if, 
at the time of the conclusion of the contract, the buyer knew or could not have been unaware 
of the lack of conformity. 

Article 105 
Relevant time for establishing conformity 

1. 

2. 

3. 

4. 

5. 

The seller is liable for any lack of conformity which exists at the time when the risk 
passes to the buyer under Chapter 14. 

In a consumer sales contract, any lack of conformity which becomes apparent within 
six months of the time when risk passes to the buyer is presumed to have existed at 
that time unless this is incompatible with the nature of the goods or digital content or 
with the nature of the lack of conformity. 

In a case governed by point (a) of Article 101(1) any reference in paragraphs 1 or 2 
of this Article to the time when risk passes to the buyer is to be read as a reference to 
the time when the installation is complete. In a case governed by point (b) of Article 
101(1) it is to be read as a reference to the time when the consumer had reasonable 
time for the installation. 

Where the digital content must be subsequently updated by the trader, the trader must 
ensure that the digital content remains in conformity with the contract throughout the 
duration of the contract. 

In a contract between a trader and a consumer, the parties may not, to the detriment 
of  a  consumer,  exclude  the  application  of  this  Article  or  derogate  from  or  vary  its 
effect.  

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Chapter 11 

The buyer’s remedies 

SECTION 1  GENERAL PROVISIONS 

Article 106 
Overview of buyer’s remedies 

1. 

In the case of non-performance of an obligation by the seller, the buyer may do any 
of the following: 

(a) 

require  performance,  which 
 replacement of the goods or digital content, under Section 3 of this Chapter; 

includes  specific  performance,  repair  or

(b)  withhold the buyer’s own performance under Section 4 of this Chapter; 

(c) 

terminate the contract under Section 5 of this Chapter and claim the return of 
any price already paid, under Chapter 17; 

(d) 

reduce the price under Section 6 of this Chapter; and 

(e) 

claim damages under Chapter 16. 

2. 

If the buyer is a trader: 

(a) 

(b) 

the  buyer’s  rights  to  exercise  any  remedy  except  withholding  of  performance
 are subject to cure by the seller as set out in Section 2 of this Chapter; and 

the buyer’s rights to rely on lack of conformity are subject to the requirements
 of examination and notification set out in Section 7 of this Chapter. 

3. 

If the buyer is a consumer: 

(a) 

the buyer’s rights are not subject to cure by the seller; and 

(b) 

the  requirements  of  examination  and  notification  set  out  in  Section  7  of  this
 Chapter do not apply. 

If  the  seller’s  non-performance  is  excused,  the  buyer  may  resort  to  any  of  the 
remedies referred to in paragraph 1 except requiring performance and damages. 

The  buyer  may  not  resort  to  any  of  the  remedies  referred  to  in  paragraph  1  to  the 
extent that the buyer caused the seller’s non-performance. 

Remedies which are not incompatible may be cumulated. 

4. 

5. 

6. 

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Article 107 
Limitation of remedies for digital content not supplied in exchange for a price 

Where digital content is not supplied in exchange for the payment of a price, the buyer may 
not resort to the  remedies  referred  to  in points  (a)  to  (d)  of  Article  106(1)  .  The  buyer  may 
only claim damages under point (e) of Article 106 (1) for loss or damage caused to the buyer's 
property,  including  hardware,  software  and  data,  by  the  lack  of  conformity  of  the  supplied 
digital content, except for any gain of which the buyer has been deprived by that damage.  

Article 108 
Mandatory nature 

In  a  contract  between  a  trader  and  a  consumer,  the  parties  may  not,  to  the  detriment  of  the 
consumer, exclude the application of this Chapter, or derogate from or vary its effect before 
the lack of conformity is brought to the trader's attention by the consumer. 

SECTION 2  CURE BY THE SELLER  

Article 109 
Cure by the seller 

1. 

2. 

3. 

4. 

5. 

6. 

7. 

A  seller  who  has  tendered  performance  early  and  who  has  been  notified  that  the 
performance is not in conformity with the contract may make a new and conforming 
tender if that can be done within the time allowed for performance. 

In cases not covered by paragraph 1 a seller who has tendered a performance which 
is not in conformity with the contract may, without undue delay on being notified of 
the lack of conformity, offer to cure it at its own expense. 

An offer to cure is not precluded by notice of termination. 

The buyer may refuse an offer to cure only if: 

(a) 

(b) 

cure cannot be effected promptly and without significant inconvenience to the
 buyer; 

the buyer has reason to believe that the seller’s future performance cannot be
 relied on; or 

(c)  delay in performance would amount to a fundamental non-performance. 

The seller has a reasonable period of time to effect cure.  

The buyer may withhold performance pending cure, but the rights of the buyer which 
are inconsistent with allowing the seller a period of time to effect cure are suspended 
until that period has expired.  

Notwithstanding cure, the buyer retains the right to claim damages for delay as well 
as for any harm caused or not prevented by the cure. 

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SECTION 3  REQUIRING PERFORMANCE 

Article 110 
Requiring performance of seller’s obligations 

1. 

2. 

3. 

1. 

2. 

1. 

2. 

The buyer is entitled to require performance of the seller’s obligations.  

The performance which may be required includes the remedying free of charge of a 
performance which is not in conformity with the contract. 

Performance cannot be required where: 

(a)  performance would be impossible or has become unlawful; or 

(b) 

the burden or expense of performance would be disproportionate to the benefit 
that the buyer would obtain. 

Article 111 
Consumer’s choice between repair and replacement 

Where,  in  a  consumer  sales  contract,  the  trader  is  required  to  remedy  a  lack  of 
conformity pursuant to Article 110(2) the consumer may choose between repair and 
replacement unless the option chosen would be unlawful or impossible or, compared 
to  the  other  option  available,  would  impose  costs  on  the  seller  that  would  be 
disproportionate taking into account: 

(a) 

the value the goods would have if there were no lack of conformity; 

(b) 

the significance of the lack of conformity; and 

(c)  whether  the  alternative  remedy  could  be  completed  without  significant

 inconvenience to the consumer. 

If  the  consumer  has  required  the  remedying  of  the  lack  of  conformity  by  repair  or 
replacement pursuant to paragraph 1, the consumer may resort to other remedies only 
if  the  trader  has  not  completed  repair  or  replacement  within  a  reasonable  time,  not 
exceeding  30  days.  However,  the  consumer  may  withhold  performance  during  that 
time. 

Article 112 
Return of replaced item 

Where the seller has remedied the lack of conformity by replacement, the seller has a 
right and an obligation to take back the replaced item at the seller’s expense. 

The  buyer  is  not  liable  to  pay  for  any  use  made  of  the  replaced  item  in  the  period 
prior to the replacement. 

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SECTION 4  WITHHOLDING PERFORMANCE OF BUYER’S OBLIGATIONS 

Article 113 
 Right to withhold performance 

A  buyer  who  is  to  perform  at  the  same  time  as,  or  after,  the  seller  performs  has  a 
right  to  withhold  performance  until  the  seller  has  tendered  performance  or  has 
performed.  

A buyer  who is  to perform before the seller  performs and who reasonably believes 
that  there  will  be  non-performance  by  the  seller  when  the  seller’s  performance 
becomes  due  may  withhold  performance  for  as  long  as  the  reasonable  belief 
continues.  

The performance which may be withheld under this Article is the whole or part of the 
performance  to  the  extent  justified  by  the  non-performance.  Where  the  seller's 
obligations are to be performed in separate parts or are otherwise divisible, the buyer 
may  withhold  performance  only  in  relation  to  that  part  which  has  not  been 
performed, unless the seller's non-performance is such as to justify withholding the 
buyer's performance as a whole. 

SECTION 5  TERMINATION 

Article 114 
Termination for non-performance 

A  buyer  may  terminate  the  contract  within  the  meaning  of  Article  8  if  the  seller’s 
non-performance under the contract is fundamental within the meaning of Article 87 
(2). 

In a consumer sales contract and a contract for the supply of digital content between 
a trader and a consumer, where there is a non-performance because the goods do not 
conform to the contract, the consumer may terminate the contract unless the lack of 
conformity is insignificant. 

Article 115 
Termination for delay in delivery after notice fixing additional time for performance 

A  buyer  may  terminate  the  contract  in  a  case  of  delay  in  delivery  which  is  not  in 
itself  fundamental  if  the  buyer  gives  notice  fixing  an  additional  period  of  time  of 
reasonable length for performance and the seller does not perform within that period.  

The additional period referred to in paragraph 1 is taken to be of reasonable length if 
the seller does not object to it without undue delay. 

1. 

2. 

3. 

1. 

2. 

1. 

2. 

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3. 

Where  the  notice  provides  for  automatic  termination  if  the  seller  does  not  perform 
within  the  period  fixed  by  the  notice,  termination  takes  effect  after  that  period 
without further notice. 

Article 116 
Termination for anticipated non-performance 

A buyer may terminate the contract before performance is due if the seller has declared, or it 
is otherwise clear, that there will be a non-performance, and if the non-performance would be 
such as to justify termination. 

Article 117 
Scope of right to terminate 

1. 

2. 

3. 

Where  the  seller’s  obligations  under  the  contract  are  to  be  performed  in  separate 
parts or are otherwise divisible, then if there is a ground for termination under this 
Section  of  a  part  to  which  a  part  of  the  price  can  be  apportioned,  the  buyer  may 
terminate only in relation to that part. 

Paragraph 1 does not apply if the buyer cannot be expected to accept performance of 
the other parts or the non-performance is such as to justify termination of the contract 
as a whole. 

Where  the  seller’s  obligations  under  the  contract  are  not  divisible  or  a  part  of  the 
price cannot be apportioned, the buyer may terminate only if the non-performance is 
such as to justify termination of the contract as a whole.  

Article 118 
Notice of termination 

A right to terminate under this Section is exercised by notice to the seller. 

Article 119 
Loss of right to terminate 

1. 

The buyer loses the right to terminate under this Section if notice  of termination is 
not given within a reasonable time from when the right arose or the buyer became, or 
could be expected to have become, aware of the non-performance, whichever is later. 

2. 

Paragraph 1 does not apply: 

(a)  where the buyer is a consumer; or 

(b)  where no performance at all has been tendered.  

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SECTION 6  PRICE REDUCTION 

Article 120 
Right to reduce price 

1. 

2. 

3. 

1. 

2. 

3. 

1. 

A buyer who accepts a performance not conforming to the contract may reduce the 
price. The reduction is to be proportionate to the decrease in the value of what was 
received in performance at the time performance was made compared to the value of 
what would have been received by a conforming performance. 

A buyer who is entitled to reduce the price under paragraph 1 and who has already 
paid a sum exceeding the reduced price may recover the excess from the seller. 

A  buyer  who  reduces  the  price  cannot  also  recover  damages  for  the  loss  thereby 
compensated but remains entitled to damages for any further loss suffered. 

SECTION 7  REQUIREMENTS OF EXAMINATION AND NOTIFICATION IN A 
CONTRACT BETWEEN TRADERS 

Article 121 
Examination of the goods in contracts between traders 

In a contract  between traders  the buyer is expected to examine the goods, or cause 
them to be examined, within as short a period as is reasonable not exceeding 14 days 
from  the  date  of  delivery  of  the  goods,  supply  of  digital  content  or  provision  of 
related services.  

If  the  contract  involves  carriage  of  the  goods,  examination  may  be  deferred  until 
after the goods have arrived at their destination. 

If the goods are redirected in transit, or redispatched by the buyer before the buyer 
has had a reasonable opportunity to examine them, and at the time of the conclusion 
of the contract the seller knew or could be expected to have known of the possibility 
of such redirection or redispatch, examination may be deferred until after the goods 
have arrived at the new destination. 

Article 122 
Requirement of notification of lack of conformity in sales contracts between traders 

In a contract between traders the buyer may not rely on a lack of conformity if the 
buyer does not give notice to the seller within a reasonable time specifying the nature 
of the lack of conformity.  

The  time  starts  to  run  when  the  goods  are  supplied  or  when  the  buyer  discovers  or
could be expected to discover the lack of conformity, whichever is later.  

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2. 

3. 

4. 

5. 

6. 

The buyer loses the right to rely on a lack of conformity if the buyer does not give 
the seller notice of the lack of conformity within two years from the time at which 
the goods were actually handed over to the buyer in accordance with the contract. 

Where the parties have agreed that the goods must remain fit for a particular purpose 
or  for  their  ordinary  purpose  during  a  fixed  period  of  time,  the  period  for  giving 
notice under paragraph 2 does not expire before the end of the agreed period. 

Paragraph 2 does not apply in respect of the third party claims or rights referred to in 
Article 102. 

The  buyer  does  not  have  to  notify  the  seller  that  not  all  the  goods  have  been 
delivered  if  the  buyer  has  reason  to  believe  that  the  remaining  goods  will  be 
delivered. 

The  seller  is  not  entitled  to  rely  on  this  Article  if  the  lack  of  conformity  relates  to 
facts  of  which  the  seller  knew  or  could  be  expected  to  have  known  and  which  the 
seller did not disclose to the buyer. 

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Chapter 12 

The buyer's obligations 

SECTION 1  GENERAL PROVISIONS 

Article 123 
Main obligations of the buyer  

1. 

The buyer must: 

(a)  pay the price; 

(b) 

take delivery of the goods or the digital content; and 

(c) 

take  over  documents  representing  or  relating  to  the  goods  or  documents 
relating to digital content as may be required by the contract. 

2. 

Point (a) of paragraph 1 does not apply to contracts for the supply of digital content 
where the digital content is not supplied in exchange for the payment of a price. 

SECTION 2  PAYMENT OF THE PRICE 

Article 124 
Means of payment  

1. 

2. 

3. 

4. 

Payment shall be made by the means of payment indicated by the contract terms or, 
if there is no such indication, by any means used in the ordinary course of business at 
the place of payment taking into account the nature of the transaction . 

A seller who accepts a cheque or other order to pay or a promise to pay is presumed 
to  do  so  only  on  condition  that  it  will  be  honoured.  The  seller  may  enforce  the 
original obligation to pay if the order or promise is not honoured. 

The buyer’s original obligation is extinguished if the seller accepts a promise to pay 
from a third party with whom the seller has a pre-existing arrangement to accept the 
third party’s promise as a means of payment.  

In a contract between a trader and a consumer, the consumer is not liable, in respect 
of the use of a  given means of payment, for fees that exceed the cost borne by the 
trader for the use of such means. 

Article 125 
Place of payment  

1. 

Where the place of payment cannot otherwise be determined it is the seller’s place of 
business at the time of conclusion of the contract. 

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2. 

1. 

2. 

1. 

2. 

3. 

4. 

1. 

2. 

3. 

4. 

If the seller has more than one place of business, the place of payment is the place of 
business of the seller which has the closest relationship to the obligation to pay. 

Article 126 
Time of payment  

Payment of the price is due at the moment of delivery. 

The  seller  may  reject  an  offer  to  pay  before  payment  is  due  if  it  has  a  legitimate 
interest in so doing. 

Article 127 
Payment by a third party  

A  buyer  may  entrust  payment  to  another  person.  A  buyer  who  entrusts  payment  to 
another person remains responsible for payment. 

The seller cannot refuse payment by a third party if: 

(a) 

the third party acts with the assent of the buyer; or 

(b) 

the  third  party  has  a  legitimate  interest  in  paying  and  the  buyer  has  failed  to
 pay or it is clear that the buyer will not pay at the time that payment is due.  

Payment by a third party in accordance with paragraphs 1 or 2 discharges the buyer 
from liability to the seller. 

Where  the seller accepts payment by a  third party in circumstances not covered by 
paragraphs 1 or 2 the buyer is discharged from liability to the seller but the seller is 
liable to the buyer for any loss caused by that acceptance. 

Article 128 
Imputation of payment  

Where  a  buyer  has  to  make  several  payments  to  the  seller  and  the  payment  made 
does not suffice to cover all of them, the buyer may at the time of payment notify the 
seller of the obligation to which the payment is to be imputed. 

If  the  buyer  does  not  make  a  notification  under  paragraph  1  the  seller  may,  by 
notifying the buyer within a reasonable time, impute the performance to one of the 
obligations.  

An imputation under paragraph 2 is not effective if it is to an obligation which is not 
yet due or is disputed. 

In the absence of an effective imputation by either party, the payment is imputed to 
that obligation which satisfies one of the following criteria in the sequence indicated: 

(a) 

the obligation which is due or is the first to fall due; 

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(b) 

the obligation for which the seller has no or the least security; 

(c) 

the obligation which is the most burdensome for the buyer;  

(d) 

the obligation which arose first. 

If  none  of  those  criteria  applies,  the  payment  is  imputed  proportionately  to  all  the 
obligations. 

5. 

6. 

The  payment  may  be  imputed  under  paragraph  2,  3  or  4  to  an  obligation  which  is 
unenforceable as a result of prescription only if there is no other obligation to which 
the payment could be imputed in accordance with those paragraphs. 

In  relation  to  any  one  obligation  a  payment  by  the  buyer  is  to  be  imputed,  first,  to 
expenses,  secondly,  to  interest,  and  thirdly,  to  principal,  unless  the  seller  makes  a 
different imputation. 

SECTION 3  TAKING DELIVERY 

Article 129 
Taking delivery  

The buyer fulfils the obligation to take delivery by: 

(a) 

(b) 

1. 

2. 

3. 

4. 

5. 

6. 

doing all the acts which could be expected in order to enable the seller to perform the 
obligation to deliver; and 

taking over the goods, or the documents representing the goods or digital content, as 
required by the contract. 

Article 130 
Early delivery and delivery of wrong quantity  

If the seller delivers the goods or supplies the digital content before the time fixed, 
the buyer must take delivery unless the buyer has a legitimate interest in refusing to 
do so. 

If the seller delivers a quantity of goods or digital content less than that provided for 
in the contract the buyer must take delivery unless the buyer has a legitimate interest 
in refusing to do so. 

If the seller delivers a quantity of goods or digital content greater than that provided 
for by the contract, the buyer may retain or refuse the excess quantity. 

If the buyer retains the excess quantity it is treated as having been supplied under the 
contract and must be paid for at the contractual rate. 

In  a  consumer  sales  contract  paragraph  4  does  not  apply  if  the  buyer  reasonably 
believes  that  the  seller  has  delivered  the  excess  quantity  intentionally  and  without 
error, knowing that it had not been ordered.  

This  Article  does  not  apply  to  contracts  for  the  supply  of  digital  content  where  the 
digital content is not supplied in exchange for the payment of a price. 

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Chapter 13 

The seller’s remedies 

SECTION 1  GENERAL PROVISIONS 

Article 131 
Overview of seller's remedies  

1. 

In the case of a non-performance of an obligation by the buyer, the seller may do any 
of the following: 

(a) 

require performance under Section 2 of this Chapter; 

(b)  withhold the seller’s own performance under Section 3 of this Chapter; 

(c) 

terminate the contract under Section 4 of this Chapter; and 

(d) 

claim interest on the price or damages under Chapter 16. 

If  the  buyer’s  non-performance  is  excused,  the  seller  may  resort  to  any  of  the 
remedies referred to in paragraph 1 except requiring performance and damages. 

The  seller  may  not  resort  to  any  of  the  remedies  referred  to  in  paragraph  1  to  the 
extent that the seller caused the buyer’s non-performance. 

Remedies which are not incompatible may be cumulated.  

SECTION 2  REQUIRING PERFORMANCE 

Article 132 
Requiring performance of buyer’s obligations  

The seller is entitled to recover payment of the price when it is due, and to require 
performance of any other obligation undertaken by the buyer. 

Where the buyer has not yet taken over the goods or the digital content and it is clear 
that the buyer will be unwilling to receive performance, the  seller may  nonetheless 
require the buyer to take delivery, and may recover the price, unless the seller could 
have made a reasonable substitute transaction without significant effort or expense. 

2. 

3. 

4. 

1. 

2. 

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SECTION 3  WITHHOLDING PERFORMANCE OF SELLER’S OBLIGATIONS  

Article 133 
Right to withhold performance  

1. 

2. 

3. 

A  seller  who  is  to  perform  at  the  same  time  as,  or  after,  the  buyer  performs  has  a 
right  to  withhold  performance  until  the  buyer  has  tendered  performance  or  has 
performed.  

A seller who is to  perform  before the  buyer  performs  and  who  reasonably  believes 
that  there  will  be  non-performance  by  the  buyer  when  the  buyer’s  performance 
becomes  due  may  withhold  performance  for  as  long  as  the  reasonable  belief 
continues. However, the right to withhold performance is lost if the buyer gives an 
adequate assurance of due performance or provides adequate security. 

The performance which may be withheld under this Article is the whole or part of the 
performance  to  the  extent  justified  by  the  non-performance.  Where  the  buyer's 
obligations are to be performed in separate parts or are otherwise divisible, the seller 
may  withhold  performance  only  in  relation  to  that  part  which  has  not  been 
performed, unless the buyer's non-performance is such as to justify withholding the 
seller's performance as a whole. 

SECTION 4  TERMINATION 

Article 134 
Termination for fundamental non-performance  

A  seller  may  terminate  the  contract  within  the  meaning  of  Article  8  if  the  buyer’s  non-
performance under the contract is fundamental within the meaning of Article 87 (2). 

Article 135 
Termination for delay after notice fixing additional time for performance  

1. 

2. 

3. 

A  seller  may  terminate  in  a  case  of  delay  in  performance  which  is  not  in  itself 
fundamental  if  the  seller  gives  a  notice  fixing  an  additional  period  of  time  of 
reasonable length for performance and the buyer does not perform within that period.  

The  period  is  taken  to  be  of  reasonable  length  if  the  buyer  does  not  object  to  it 
without  undue  delay.  In  relations  between  a  trader  and  a  consumer,  the  additional 
time  for  performance  must  not  end  before  the  30  day  period  referred  to  Article 
167(2). 

Where  the  notice  provides  for  automatic  termination  if  the  buyer  does  not  perform 
within  the  period  fixed  by  the  notice,  termination  takes  effect  after  that  period 
without further notice. 

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4. 

In a consumer sales contract, the parties may not, to the detriment of the consumer, 
exclude the application of this Article or derogate from or vary its effects. 

Article 136 
Termination for anticipated non-performance  

A seller may terminate the contract before performance is due if the buyer has declared, or it 
is otherwise clear, that there will be a non-performance, and if the non-performance would be 
fundamental. 

Article 137 
Scope of right to terminate  

1. Where the buyer’s obligations under the contract are to be performed in separate parts or 
are otherwise divisible, then if there is a ground for termination under this Section of a part 
which corresponds to a divisible part of the seller’s obligations, the seller may terminate only 
in relation to that part. 

2.  Paragraph  1  does  not  apply  if  the  non-performance  is  fundamental  in  relation  to  the 
contract as a whole. 

3. Where the buyer’s obligations under the contract are not to be performed in separate parts, 
the seller may terminate only if the non-performance is fundamental in relation to the contract 
as a whole. 

Article 138 
Notice of termination  

A right to terminate the contract under this Section is exercised by notice to the buyer. 

Article 139 
Loss of right to terminate  

1. 

2. 

3. 

Where performance has been tendered late or a tendered performance otherwise does 
not conform to the contract the seller loses the right to terminate under this Section 
unless notice of termination is given within a reasonable time from when the seller 
has become, or could be expected to have become, aware of the tender or the lack of 
conformity. 

A seller loses a right to terminate by notice under Articles 136 unless the seller gives 
notice of termination within a reasonable time after the right has arisen. 

Where  the  buyer  has  not  paid  the  price  or  has  not  performed  in  some  other  way 
which is fundamental, the seller retains the right to terminate. 

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Chapter 14 

Passing of risk 

SECTION 1  GENERAL PROVISIONS  

Article 140 
Effect of passing of risk 

Loss of, or damage to, the goods or the digital content after the risk has passed to the buyer 
does not discharge the buyer from the obligation to pay the price, unless the loss or damage is 
due to an act or omission of the seller. 

Article 141 
Identification of goods or digital content to contract 

The risk does not pass to the buyer until the goods or the digital content are clearly identified 
as  the  goods  or  digital  content  to  be  supplied  under  the  contract,  whether  by  the  initial 
agreement, by notice given to the buyer or otherwise. 

SECTION 2  PASSING OF RISK IN CONSUMER SALES CONTRACTS 

Article 142 
Passing of risk in a consumer sales contract 

1. 

2. 

3. 

4. 

In a consumer sales contract, the risk passes at the time when the consumer or a third 
party  designated  by  the  consumer,  not  being  the  carrier,  has  acquired  the  physical 
possession  of  the  goods  or  the  tangible  medium  on  which  the  digital  content  is 
supplied. 

In a contract for the supply of digital content not supplied on a tangible medium, the 
risk  passes  at  the  time  when  the  consumer  or  a  third  party  designated  by  the 
consumer for this purpose has obtained the control of the digital content.  

Except where the contract is a distance or off-premises contract, paragraphs 1 and 2 
do  not  apply  where  the  consumer  fails  to  perform  the  obligation  to  take  over  the 
goods or the digital content and the non-performance is not excused under Article 88. 
In  this  case,  the  risk  passes  at  the  time  when  the  consumer,  or  the  third  party 
designated  by  the  consumer,  would  have  acquired  the  physical  possession  of  the 
goods or obtained the control of the digital content if the obligation to take them over 
had been performed. 

Where the consumer arranges the carriage of the goods or the digital content supplied 
on a tangible medium and that choice was not offered by the trader, the risk passes 
when the goods or the digital content supplied on a tangible medium are handed over 
to the carrier, without prejudice to the rights of the consumer against the carrier. 

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5. 

The parties may not, to the detriment of the consumer, exclude the application of this 
Article or derogate from or vary its effects. 

SECTION 3  PASSING OF RISK IN CONTRACTS BETWEEN TRADERS 

Article 143 
Time when risk passes 

In  a  contract  between  traders  the  risk  passes  when  the  buyer  takes  delivery  of  the 
goods or digital content or the documents representing the goods. 

Paragraph 1 is subject to Articles 144, 145 and 146. 

Article 144 
Goods placed at buyer’s disposal 

If the goods or the digital content are placed at the buyer’s disposal and the buyer is 
aware  of  this,  the  risk  passes  to  the  buyer  at  the  time  when  the  goods  or  digital 
content should have been taken over, unless the buyer was entitled to withhold taking 
of delivery pursuant to Article 113. 

If the goods or the digital content are placed at the buyer’s disposal at a place other 
than  a  place  of  business  of  the  seller,  the  risk  passes  when  delivery  is  due  and  the 
buyer is aware of the fact that the goods or digital content are placed at the buyer’s 
disposal at that place. 

Article 145 
Carriage of the goods 

This Article applies to a contract of sale which involves carriage of goods. 

If the seller is not bound to hand over the goods at a particular place, the risk passes 
to the buyer when the goods are handed over to the first carrier for transmission to 
the buyer in accordance with the contract. 

If the seller is bound to hand over the goods to a carrier at a particular place, the risk 
does not pass to the buyer until the goods are handed over to the carrier at that place. 

The fact that the seller is authorised to retain documents controlling the disposition of 
the goods does not affect the passing of the risk. 

1. 

2. 

1. 

2. 

1. 

2. 

3. 

4. 

Article 146 
Goods sold in transit 

1. 

This Article applies to a contract of sale which involves goods sold in transit. 

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2. 

3. 

The risk passes to the buyer as from the time the goods were handed over to the first 
carrier. However, if the circumstances so indicate, the risk passes to the buyer when 
the contract is concluded. 

If at the time of the conclusion of the contract the seller knew or could be expected to 
have known that the goods had been lost or damaged and did not disclose this to the 
buyer, the loss or damage is at the risk of the seller. 

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Part V  Obligations  and  remedies  of  the  parties  to  a 
related service contract  

Chapter 15 

Obligations and remedies of the parties  

SECTION 1  APPLICATION OF CERTAIN GENERAL RULES ON SALES CONTRACTS 

1. 

2. 

1. 

2. 

3. 

4. 

5. 

Article 147 
Application of certain general rules on sales contracts 

The rules in Chapter 9 apply for the purposes of this Part. 

Where  a  sales  contract  or  a  contract  for  the  supply  of  digital  content  is  terminated 
any related service contract is also terminated. 

SECTION 2  OBLIGATIONS OF THE SERVICE PROVIDER 

Article 148 
Obligation to achieve result and obligation of care and skill 

The service provider must achieve any specific result required by the contract. 

In the absence of any express or implied contractual obligation to achieve a specific 
result,  the service  provider must perform the  related  service with  the  care  and  skill 
which  a  reasonable  service  provider  would  exercise  and  in  conformity  with  any 
statutory or other binding legal rules which are applicable to the related service. 

In determining the reasonable care and skill required of the service provider, regard 
is to be had, among other things, to:  

(a) 

(b) 

the  nature,  the  magnitude,  the  frequency  and  the  foreseeability  of  the  risks 
involved in the performance of the related service for the customer;  

if  damage  has  occurred,  the  costs  of  any  precautions  which  would  have 
prevented that damage or similar damage from occurring; and 

(c) 

the time available for the performance of the related service.  

Where  in  a  contract  between  a  trader  and  a  consumer  the  related  service  includes 
installation  of  the  goods,  the  installation  must  be  such  that  the  installed  goods 
conform to the contract as required by Article 101. 

In relations between a trader and a consumer the parties may not, to the detriment of 
the  consumer,  exclude  the  application  of  paragraph  2  or  derogate  from  or  vary  its 
effects. 

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Article 149 
Obligation to prevent damage 

The service provider must take reasonable precautions in order to prevent any damage to the 
goods or the digital content, or physical injury or any other loss or damage in the course of or 
as a consequence of the performance of the related service.  

Article 150 
Performance by a third party 

1. 

2. 

3. 

A  service  provider  may  entrust  performance  to  another  person,  unless  personal 
performance by the service provider is required.  

A service provider who entrusts performance to another person remains responsible 
for performance. 

In relations between a trader and a consumer the parties may not, to the detriment of 
the  consumer,  exclude  the  application  of  paragraph  2  or  derogate  from  or  vary  its 
effects. 

Article 151 
Obligation to provide invoice 

Where  a  separate  price  is  payable  for  the  related  service,  and  the  price  is  not  a  lump  sum 
agreed  at  the  time  of  conclusion  of  the  contract,  the  service  provider  must  provide  the 
customer with an invoice which explains, in a clear and intelligible way, how the price was 
calculated. 

Article 152 
Obligation to warn of unexpected or uneconomic cost 

1. 

The service provider must warn the customer and seek the consent of the customer to 
proceed if: 

(a) 

(b) 

the  cost  of  the  related  service  would  be  greater  than  already  indicated  by  the 
service provider to the customer; or  

the related service would cost more than the value of the goods or the digital 
content after the related service has been  provided, so far as this  is  known to 
the service provider. 

2. 

A service provider who fails to obtain the consent of the customer in accordance with 
paragraph 1 is not entitled to a price exceeding the cost already indicated or, as the 
case  may  be,  the  value  of  the  goods  or  digital  content  after  the  related  service  has 
been provided. 

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SECTION 3  OBLIGATIONS OF THE CUSTOMER 

Article 153 
Payment of the price 

1. 

2. 

The customer must pay any price that is payable for the related service in accordance 
with the contract. 

The  price  is  payable  when  the  related  service  is  completed  and  the  object  of  the 
related service is made available to the customer. 

Article 154 
Provision of access 

Where it is necessary for the service provider to obtain access to the customer’s premises in 
order  to  perform  the  related  service  the  customer  must  provide  such  access  at  reasonable 
hours. 

SECTION 4  REMEDIES 

Article 155 
Remedies of the customer 

1. 

In the case of non-performance of an obligation by the service provider, the customer 
has, with the adaptations set out in this Article, the same remedies as are provided for 
the buyer in Chapter 11, namely: 

(a) 

to require specific performance; 

(b) 

to withhold the customer’s own performance; 

(c) 

to terminate the contract; 

(d) 

to reduce the price; and 

(e) 

to claim damages. 

2. 

3. 

4. 

Without  prejudice  to  paragraph  3,  the  customer's  remedies  are  subject  to  a  right  of 
the service provider to cure whether or not the customer is a consumer.  

In the case of incorrect installation under a consumer sales contract as referred to in 
Article 101 the consumer's remedies are not subject to a right of the service provider 
to cure.  

The customer, if a consumer, has the right to terminate the contract for any lack of 
conformity  in  the  related  service  provided  unless  the  lack  of  conformity  is 
insignificant.  

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5. 

Chapter 11 applies with the necessary adaptations, in particular: 

(a) 

in  relation  to  the  right  of  the  service  provider  to  cure,  in  contracts  between  a 
trader  and  a  consumer,  the  reasonable  period  under  Article  109  (5)  must  not 
exceed 30 days;  

(b) 

in relation to the remedying of a non-conforming performance Articles 111 and 
112 do not apply; and 

(c)  Article 156 applies instead of Article 122. 

Article 156 
Requirement of notification of lack of conformity in related service contracts between 
traders 

In  a  related  service  contract  between  traders,  the  customer  may  rely  on  a  lack  of 
conformity  only  if  the  customer  gives  notice  to  the  service  provider  within  a 
reasonable time specifying the nature of the lack of conformity.  

The  time  starts  to  run  when  the  related  service  is  completed  or  when  the  customer 
discovers or could be expected to discover the lack of conformity, whichever is later.  

The service provider is not entitled to rely on this Article if the lack of conformity 
relates  to  facts  of  which  the  service  provider  knew  or  could  be  expected  to  have 
known and which the service provider did not disclose to the customer. 

Article 157 
Remedies of the service provider  

In the case of a non-performance by the customer, the service provider has, with the 
adaptations set out in paragraph 2, the same remedies as are provided for the seller in 
Chapter 13, namely: 

(a) 

to require performance; 

(b) 

to withhold the service provider’s own performance; 

(c) 

to terminate the contract; and 

(d) 

to claim interest on the price or damages. 

Chapter 13 applies with the necessary adaptations. In particular Article 158 applies 
instead of Article 132 (2). 

Article 158 
Customer’s right to decline performance  

The customer may at any time give notice to the service provider that performance, 
or further performance of the related service is no longer required. 

1. 

2. 

1. 

2. 

1. 

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2. 

Where notice is given under paragraph 1: 

(a) 

(b) 

the service provider no longer has the right or obligation to provide the related 
service; and 

the customer, if there is no ground for termination under any other provision, 
remains liable to pay the price less the expenses that the service provider has 
saved  or  could  be  expected  to  have  saved  by  not  having  to  complete 
performance. 

3. 

In relations between a trader and a consumer the parties may not, to the detriment of 
the  consumer,  exclude  the  application  of  this  Article  or  derogate  from  or  vary  its 
effects. 

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Part VI  Damages and interest 

Chapter 16 

Damages and interest 

SECTION 1  DAMAGES 

Article 159 
 Right to damages  

1. 

2. 

A  creditor  is  entitled  to  damages  for  loss  caused  by  the  non-performance  of  an 
obligation by the debtor, unless the non-performance is excused. 

The  loss  for  which  damages  are  recoverable  includes  future  loss  which  the  debtor 
could expect to occur. 

Article 160 
General measure of damages  

The general measure of damages for loss caused by non-performance of an obligation is such 
sum  as  will  put  the  creditor  into  the  position  in  which  the  creditor  would  have  been  if  the 
obligation had been duly performed, or, where that is not possible, as nearly as possible into 
that position. Such damages cover loss which the creditor has suffered and gain of which the 
creditor has been deprived.  

Article 161 
Foreseeability of loss  

The  debtor  is  liable  only  for  loss  which  the  debtor  foresaw  or  could  be  expected  to  have 
foreseen at the time when the contract was concluded as a result of the non-performance. 

Article 162 
Loss attributable to creditor  

The  debtor  is  not  liable  for  loss  suffered  by  the  creditor  to  the  extent  that  the  creditor 
contributed to the non-performance or its effects. 

Article 163 
Reduction of loss  

The debtor is not liable for loss suffered by the creditor to the extent that the creditor 
could have reduced the loss by taking reasonable steps. 

The creditor is entitled to recover any expenses reasonably incurred in attempting to 
reduce the loss. 

101 

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1. 

2. 

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Article 164 
Substitute transaction  

A  creditor  who  has  terminated  a  contract  in  whole  or  in  part  and  has  made  a  substitute 
transaction within a reasonable time and in a reasonable manner may, in so far as it is entitled 
to damages, recover the difference between the value of what would have been payable under 
the terminated contract and the value of what is payable under  the substitute transaction, as 
well as damages for any further loss. 

Article 165 
Current price  

Where the creditor has terminated the contract and has not made a substitute transaction but 
there is a current price for the performance, the creditor may, in so far as entitled to damages, 
recover  the  difference  between  the  contract  price  and  the  price  current  at  the  time  of 
termination as well as damages for any further loss. 

SECTION 2: INTEREST ON LATE PAYMENTS: GENERAL PROVISIONS  

Article 166 
Interest on late payments  

1. 

Where  payment  of  a  sum  of  money  is  delayed,  the  creditor  is  entitled,  without  the 
need to give notice, to interest on that sum from the time when payment is due to the 
time of payment at the rate specified in paragraph 2. 

2. 

The interest rate for delayed payment is: 

(a)  where the creditor's habitual residence is in a Member State whose currency is 
the euro or in a third country, the rate applied by the European Central Bank to 
its most recent main refinancing operation carried out before the first calendar 
day  of  the  half-year  in  question,  or  the  marginal  interest  rate  resulting  from 
variable-rate tender procedures for the most recent main refinancing operations 
of the European Central Bank, plus two percentage points;  

(b)  where the creditor's habitual residence is in a Member State whose currency is 
not the euro, the equivalent rate set by the national central bank of that Member 
State, plus two percentage points.  

3. 

The creditor may recover damages for any further loss. 

Article 167 
Interest when the debtor is a consumer  

1. 

When  the  debtor  is  a  consumer,  interest  for  delay  in  payment  is  due  at  the  rate 
provided in Article 166 only when non-performance is not excused. 

EN 

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2. 

3. 

4. 

5. 

1. 

2. 

3. 

4. 

Interest does not start to run until 30 days after the creditor has given notice to the 
debtor  specifying  the  obligation  to  pay  interest  and  its  rate.  Notice  may  be  given 
before the date when payment is due. 

A  term  of  the  contract  which  fixes  a  rate  of  interest  higher  than  that  provided  in 
Article 166, or accrual earlier than the time specified in paragraph 2 of this Article is 
not binding to the extent that this would be unfair according to Article 83.  

Interest for delay in payment cannot be added to capital in order to produce interest. 

The parties may not, to the detriment of the consumer, exclude the application of this 
Article or derogate from or vary its effects. 

SECTION 3  LATE PAYMENTS BY TRADERS 

Article 168 
Rate of interest and accrual  

Where a trader delays the payment of a price due under a contract for the delivery of 
goods,  supply  of  digital  content  or  provision  of  related  services  without  being 
excused by virtue of Article 88, interest is due at the rate specified in paragraph 5 of 
this Article. 

Interest at the rate specified in paragraph 5 starts to run on the day which follows the 
date or the end of the period for payment provided in the contract. If there is no such 
date or period, interest at that rate starts to run:  

(a)  30  days  after  the  date  when  the  debtor  receives  the  invoice  or  an  equivalent 

request for payment; or 

(b)  30 days after the date of receipt of the goods, digital content or related services, 
if the date provided for in point (a) is earlier or uncertain, or if it is uncertain 
whether the debtor has received an invoice or equivalent request for payment. 

Where conformity of goods, digital content or related services to the contract is to be 
ascertained by way of acceptance or examination, the 30 day period provided for in 
point  (b)  of  paragraph  2  begins  on  the  date  of  the  acceptance  or  the  date  the 
examination  procedure  is  finalised.  The  maximum  duration  of  the  examination 
procedure cannot exceed 30 days from the date of delivery of the goods, supply of 
digital  content  or  provision  of  related  services,  unless  the  parties  expressly  agree 
otherwise and that agreement is not unfair according to Article 170. 

The period for payment determined under paragraph 2 cannot exceed 60 days, unless 
the  parties  expressly  agree  otherwise  and  that  agreement  is  not  unfair  according  to 
Article 170. 

5. 

The interest rate for delayed payment is: 

(a)  where the creditor's habitual residence is in a Member State whose currecy is 
the euro or in a third country, the interest rate applied by the European Central 

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Bank to its most recent main refinancing operation carried out before the first 
calendar day of the half-year in question, or the marginal interest rate resulting 
from  variable-rate  tender  procedures  for  the  most  recent  main  refinancing 
operations of the European Central Bank, plus eight percentage points; 

(b)  where the creditor's habitual residence is in a Member State whose currency is 
not the euro, the equivalent rate set by the national central bank of that Member 
State, plus eight percentage points. 

6. 

The creditor may recover damages for any further loss. 

Article 169 
Compensation for recovery costs  

1. 

2. 

1. 

2. 

3. 

Where interest is payable in accordance with Article 168, the creditor is entitled to 
obtain from the debtor, as a minimum, a fixed sum of EUR 40 or the equivalent sum 
in  the  currency  agreed  for  the  contract  price  as  compensation  for  the  creditor's 
recovery costs. 

The  creditor  is  entitled  to  obtain  from  the  debtor  reasonable  compensation  for  any 
recovery costs exceeding the fixed sum referred to in paragraph 1 and incurred due to 
the debtor's late payment. 

Article 170 
Unfair contract terms relating to interest for late payment  

A contract term relating to the date or the period for payment, the rate of interest for 
late payment or the compensation for recovery costs is not binding to the extent that 
the  term  is  unfair.  A  term  is  unfair  if  it  grossly  deviates  from  good  commercial 
practice, contrary to good faith and fair dealing, taking into account all circumstances 
of the case, including the nature of the goods, digital content or related service.  

For  the  purpose  of  paragraph  1,  a  contract  term  providing  for  a  time  or  period  for 
payment or a rate of interest less favourable to the creditor than the time, period or 
rate  specified  in  Articles  167  or  168,  or  a  term  providing  for  an  amount  of 
compensation  for  recovery  costs  lower  than  the  amount  specified  in  Article  169  is 
presumed to be unfair. 

For the purpose of paragraph 1, a contract term excluding interest for late payment or 
compensation for recovery costs is always unfair.  

Article 171 
Mandatory nature  

The  parties  may  not  exclude  the  application  of  this  Section  or  derogate  from  or  vary  its 
effects.  

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Part VII  Restitution 

Chapter 17 Restitution 

1. 

2. 

3. 

1. 

2. 

3. 

4. 

5. 

Article 172 
Restitution on avoidance or termination  

Where  a  contract  is  avoided  or  terminated  by  either  party,  each  party  is  obliged  to 
return what that party (“the recipient”) has received from the other party.  

The  obligation  to  return  what  was  received  includes  any  natural  and  legal  fruits 
derived from what was received. 

On the termination of a contract for performance in instalments or parts, the return of 
what  was  received  is  not  required  in  relation  to  any  instalment  or  part  where  the 
obligations on both sides have been fully performed, or where the price for what has 
been  done  remains  payable  under  Article  8  (2),  unless  the  nature  of  the  contract  is 
such that part performance is of no value to one of the parties.  

Article 173 
Payment for monetary value  

Where what was received, including fruits where relevant, cannot be returned, or, in 
a  case  of  digital  content  whether  or  not  it  was  supplied  on  a  tangible  medium,  the 
recipient must pay its monetary value. Where the return is possible but would cause 
unreasonable effort or expense, the recipient may choose to pay the monetary value, 
provided that this would not harm the other party’s proprietary interests. 

The monetary value of goods is the value that they would have had at the date when 
payment of the monetary value is to be made if they had been kept by the recipient 
without destruction or damage until that date. 

Where a related service contract is avoided or terminated by the customer after the 
related service has been performed or partly performed, the monetary value of what 
was received is the amount the customer saved by receiving the related service. 

In a case of digital content the monetary value of what was received is the amount 
the consumer saved by making use of the digital content. 

Where  the  recipient  has  obtained  a  substitute  in  money  or  in  kind  in  exchange  for 
goods or digital content when the recipient knew or could be expected to have known 
of the ground for avoidance or termination, the other party may choose to claim the 
substitute  or  the  monetary  value  of  the  substitute.  A  recipient  who  has  obtained  a 
substitute  in  money  or  kind  in  exchange  for  goods  or  digital  content  when  the 
recipient did not know and could not be expected to have known of the ground for 
avoidance or termination may choose to return the monetary value of the substitute 
or the substitute.  

EN 

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6. 

1. 

In the case of digital content which is not supplied in exchange for the payment of a 
price, no restitution will be made.  

Article 174 
Payment for use and interest on money received  

A recipient who has made use of goods must pay the other party the monetary value 
of that use for any period where: 

(a) 

the recipient caused the ground for avoidance or termination; 

(b) 

the  recipient,  prior  to  the  start  of  that  period,  was  aware  of  the  ground  for
 avoidance or termination; or 

(c)  having regard to the nature of the goods, the nature and amount of the use and 
the  availability  of  remedies  other  than  termination,  it  would  be  inequitable  to 
allow the recipient the free use of the goods for that period.  

2. 

A recipient who is obliged to return money must pay interest, at the rate stipulated in 
Article 166, where : 

(a) 

the other party is obliged to pay for use; or  

(b) 

the recipient gave cause for the contract to be avoided because of fraud, threats 
and unfair exploitation. 

For the  purposes of this  Chapter, a  recipient is not obliged to pay for use of goods 
received or interest on money received in any circumstances other than those set out 
in paragraphs 1 and 2. 

Article 175 
Compensation for expenditure 

Where a recipient has incurred expenditure on goods or digital content, the recipient 
is entitled to compensation to the extent that the expenditure benefited the other party 
provided that the expenditure was made when the recipient did not know and could 
not be expected to know of the ground for avoidance or termination. 

A recipient who knew or could be expected to know of the ground for avoidance or 
termination  is  entitled  to  compensation  only  for  expenditure  that  was  necessary  to 
protect  the  goods  or  the  digital  content  from  being  lost  or  diminished  in  value, 
provided that the recipient had no opportunity to ask the other party for advice. 

3. 

1. 

2. 

Article 176 
Equitable modification 

Any obligation to return or to pay under this Chapter may be modified to the extent that its 
performance would be grossly inequitable, taking into account in particular whether the party 
did not cause, or lacked knowledge of, the ground for avoidance or termination. 

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Article 177 
Mandatory nature  

In  relations  between  a  trader  and  a  consumer  the  parties  may  not,  to  the  detriment  of  the 
consumer, exclude the application of this Chapter or derogate from or vary its effects.  

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Part VIII 

Prescription 

Chapter 18 

Prescription 

SECTION 1 GENERAL PROVISIONS  

Article 178 
Rights subject to prescription 

A  right  to  enforce  performance  of  an  obligation,  and  any  right  ancillary  to  such  a  right,  is 
subject to prescription by the expiry of a period of time in accordance with this Chapter. 

SECTION 2 PERIODS OF PRESCRIPTION AND THEIR COMMENCEMENT 

1. 

2. 

1. 

2. 

3. 

Article 179 
Periods of prescription 

The short period of prescription is two years.  

The long period of prescription is ten years or, in the case of a right to damages for 
personal injuries, thirty years. 

Article 180 
Commencement 

The  short  period  of  prescription  begins  to  run  from  the  time  when  the  creditor  has 
become, or could be expected to have become, aware of the facts as a result of which 
the right can be exercised. 

The long period of prescription begins to run from the time when the debtor has to 
perform or, in the case of a right to damages, from the time of the act which gives 
rise to the right.  

Where  the  debtor  is  under  a  continuing  obligation  to  do  or  refrain  from  doing 
something, the creditor is regarded as having a separate right in relation to each non-
performance of the obligation. 

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SECTION 3 EXTENSION OF PERIODS OF PRESCRIPTION 

Article 181 
 Suspension in case of judicial and other proceedings 

1. 

2. 

3. 

4. 

The running of both periods of prescription is suspended from the time when judicial 
proceedings to assert the right are begun. 

Suspension  lasts  until  a  final  decision  has  been  made,  or  until  the  case  has  been 
otherwise disposed of. Where the proceedings end within the last six months of the 
prescription period without a decision on the merits, the period of prescription does 
not expire before six months have passed after the time when the proceedings ended. 

Paragraphs 1 and 2 apply, with appropriate adaptations, to arbitration proceedings, to 
mediation  proceedings,  to  proceedings  whereby  an  issue  between  two  parties  is 
referred to a third party for a binding decision and to all other proceedings initiated 
with the aim of obtaining a decision relating to the right or to avoid insolvency. 

Mediation means a structured process,  however named or referred to, whereby two 
or more parties to a dispute attempt by themselves, on a voluntary basis, to reach an 
agreement on the settlement of their dispute with the assistance of a mediator. This 
process  may  be  initiated  by  the  parties  or  suggested  or  ordered  by  a  court  or 
prescribed by the national law. Mediation ends by an agreement of the parties or by 
declaration of the mediator or one of the parties. 

Article 182 
Postponement of expiry in the case of negotiations 

If the parties negotiate about the right, or about circumstances from which a claim relating to 
the right might arise, neither period of prescription expires before one year has passed since 
the last communication made in the negotiations or since one of the parties communicated to 
the other that it does not wish to pursue the negotiations. 

Article 183 
Postponement of expiry in case of incapacity 

If a person subject to an incapacity is without a representative, neither period of prescription 
of a right held by that person expires before one year has passed since either the incapacity 
has ended or a representative has been appointed. 

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SECTION 4 RENEWAL OF PERIODS OF PRESCRIPTION 

Article 184 
Renewal by acknowledgement 

If  the  debtor  acknowledges  the  right  vis-à-vis  the  creditor,  by  part  payment,  payment  of 
interest, giving of security, set-off or in any other manner, a new short period of prescription 
begins to run. 

SECTION 5 EFFECTS OF PRESCRIPTION 

Article 185 
Effects of prescription 

After  expiry  of  the  relevant  period  of  prescription  the  debtor  is  entitled  to  refuse 
performance of the obligation in question and the creditor loses all remedies for non-
performance except withholding performance. 

Whatever has been paid or transferred by the debtor in performance of the obligation 
in  question  may  not  be  reclaimed  merely  because  the  period  of  prescription  had 
expired at the moment that the performance was carried out. 

The period of prescription for a right to payment of interest, and other rights of an 
ancillary nature, expires not later than the period for the principal right.  

SECTION 6 MODIFICATION BY AGREEMENT 

Article 186 
Agreements concerning prescription 

The  rules  of  this  Chapter  may  be  modified  by  agreement  between  the  parties,  in 
particular by either shortening or lengthening the periods of prescription.  

The short period of prescription may not be reduced to less than one year or extended 
to more than ten years. 

The long period of prescription may not be reduced to less than one year or extended 
to more than thirty years. 

The parties may not exclude the application of this Article or derogate from or vary 
its effects. 

In a contract between a trader and a consumer this Article may not be applied to the 
detriment of the consumer. 

1. 

2. 

3. 

1. 

2. 

3. 

4. 

5. 

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Appendix 1 

Model instructions on withdrawal 

Right of withdrawal 

You have the right to withdraw from this contract within 14 days without giving any reason. 

The withdrawal period expires after 14 days from the day 1. 

To  exercise  the  right  of  withdrawal,  you  must  inform  us  (2)  of  your  decision  to  withdraw 
from this contract by a clear statement (e.g. a letter sent by post, fax or e-mail). You may use 
the attached model withdrawal form, but it is not obligatory. 3 

To  meet  the  withdrawal  deadline,  it  is  sufficient  for  you  to  send  your  communication 
concerning your exercise of the right of withdrawal before the withdrawal period has expired. 

Effects of withdrawal 

If  you  withdraw  from  this  contract,  we  will  reimburse  all  payments  received  from  you, 
including the costs of delivery (with the exception of the supplementary costs resulting from 
your  choice  of  a  type  of  delivery  other  than  the  least  expensive  type  of  standard  delivery 
offered by us), without undue delay and in any event not later than 14 days from the day on 
which we are informed about your decision to withdraw from this contract. We will carry out 
such reimbursement using the same means of payment as you used for the initial transaction, 
unless  you  have  expressly  agreed  otherwise;  in  any  event,  you  will  not  incur  any  fees  as  a 
result of such reimbursement. 4 

5 

6 

Instructions for completion: 

1 

Insert one of the following texts between inverted commas here: 

a) 

b) 

c) 

in the case of a related service contract or a  contract  for  the  supply  of  water, 
gas or electricity, where they are not put up for sale in a limited volume or set 
quantity,  of  district  heating  or  of  digital  content  which  is  not  supplied  on  a 
tangible medium: "of the conclusion of the contract."; 

in  the  case  of  a  sales  contract:  "on  which  you  acquire,  or  a  third  party  other 
than  the  carrier  and  indicated  by  you  acquires,  physical  possession  of  the 
goods."; 

in the case of a contract relating to multiple goods ordered by the consumer in 
one  order  and  delivered  separately:  "on  which  you  acquire,  or  a  third  party 
other than the carrier and indicated by you acquires, physical possession of the 
last good."; 

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2 

3 

4 

5 

d) 

e) 

in  the  case  of  a  contract  relating  to  delivery  of  a  good  consisting  of  multiple 
lots or pieces: "on which you acquire, or a third party other than the carrier and 
indicated by you acquires, physical possession of the last lot or piece."; 

in the case of a contract for regular delivery of goods during a defined period 
of  time:  "on  which  you  acquire,  or  a  third  party  other  than  the  carrier  and 
indicated by you acquires, physical possession of the first good.". 

Insert your name, geographical address and, where available, your telephone number, 
fax number and e-mail address. 

If you give the option to the consumer to electronically fill in and submit information 
about his or her withdrawal from the contract on your website, insert the following: 
"You  can  also  electronically  fill  in  and  submit  the  model  withdrawal  form  or  any 
other clear statement on our website [insert internet address]. If you use this option, 
we will communicate to you an acknowledgement of receipt of such a withdrawal on 
a durable medium (e.g. by e-mail) without delay." 

In the case of sales contracts in which you have not offered to collect the goods in the 
event of withdrawal insert the following: "We may withhold reimbursement until we 
have received the goods back or you have supplied evidence of having sent back the 
goods, whichever is the earliest". 

If  the  consumer  has  received  goods  in  connection  with  the  contract,  insert  the 
following: 

a 

insert: 

– 

– 

"We will collect the goods."; or 

"You  shall  send  back  the  goods  or  hand  them  over  to  us  or  ____[insert 
the  name  and  geographical  address,  where  applicable,  of  the  person 
authorised by you to receive the goods], without undue delay and in any 
event  not  later  than  14  days  from  the  day  on  which  you  communicate 
your withdrawal from this contract to us. The deadline is met if you send 
back the goods before the period of 14 days has expired." 

b 

insert either: 

– 

– 

– 

"We will bear the cost of returning the goods."; or 

"You will have to bear the direct cost of returning the goods."; or 

If, in a distance contract, you do not offer to bear the cost of returning the 
goods  and  the  goods,  by  their  nature,  cannot  normally  be  returned  by 
post: "You will have to bear the direct  cost of returning the  goods, ___ 
EUR  [insert  the  amount].";  or  if  the  cost  of  returning  the  goods  cannot 
reasonably  be  calculated  in  advance:  "You  will  have  to  bear  the  direct 
cost  of  returning  the  goods.  The  cost  is  estimated  to  a  maximum  of 
approximately ___ EUR[insert the amount]"; or 

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– 

If,  in  an  off-premises  contract,  the  goods,  by  their  nature,  cannot 
normally be returned by post and have been delivered to the consumer’s 
home at the time of the conclusion of the contract: "We will collect the 
goods at our own expense." 

c 

"You are only liable for any diminished value of the goods resulting from the 
handling  other  than  what  is  necessary  to  establish  the  nature,  characteristics 
and functioning of the goods." 

In the case of a contract for the provision of related services insert the following: "If 
you  requested  to  begin  the  performance  of  related  services  during  the  withdrawal 
period, you shall pay us an amount which is in proportion to what has been provided 
until you have communicated us your withdrawal from this contract, in comparison 
with the full coverage of the contract.". 

Appendix 2 

Model withdrawal form 

(complete and return this form only if you wish to withdraw from the contract) 

To [here the trader’s name, geographical address and, where available, his fax number 

and e-mail address are to be inserted by the trader]: 

I/We*  hereby  give  notice  that  I/We*  withdraw  from  my/our*  contract  of  sale  of  the 
following goods*/for the supply of the following digital content/for the provision of 
the following related service* 

Ordered on*/received on* 

Name of consumer(s) 

Address of consumer(s) 

Signature of consumer(s) (only if this form is notified on paper) 

Date 

6 

– 

– 

– 

– 

– 

– 

– 

* 

Delete as appropriate. 

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ANNEX II 
STANDARD INFORMATION NOTICE 

The  contract  you  are  about  to  conclude  will  be  governed  by  the  Common  European  Sales 
Law, which is an alternative system of national contract law available to consumers in cross-
border situations. These common rules are identical throughout the European Union, and have 
been designed to provide consumers with a high level of protection. 

These  rules  only  apply  if  you  mark  your  agreement  that  the  contract  is  governed  by  the 
Common European Sales Law.  

You  may  also  have  agreed  to  a  contract  on  the  telephone  or  in  any  other  way  (such  as  by 
SMS) that did not allow you to get this notice beforehand. In this case the contract will only 
become valid after you have received this notice and confirmed your consent. 

Your core rights are described below. 

THE COMMON EUROPEAN SALES LAW: SUMMARY OF KEY CONSUMER 
RIGHTS 

Your rights before signing the contract 

The  trader  has  to  give  you  the  important  information  on  the  contract,  for  instance  on  the 
product and its price including all taxes and charges and his contact details. The information 
has  to  be  more  detailed  when  you  buy  something  outside  the  trader's  shop  or  if  you  do  not 
meet  the  trader  personally  at  all,  for  instance  if  you  buy  online  or  by  telephone.  You  are 
entitled to damages if this information is incomplete or wrong.  

Your rights after signing the contract  

In most cases you have 14 days to withdraw from the purchase if you bought the goods 
outside the trader's shop or if you have not met the trader up to the time of the purchase (for 
instance if you bought online or by telephone). The trader must provide you with information 
and  a  Model  withdrawal  form23.  If  the  trader  has  not  done  so,  you  can  cancel  the  contract 
within one year. 

What can you do when products are faulty or not delivered as agreed? You are entitled to 
choose between: 1) having the product delivered 2) replaced or 3) repaired. 4) Ask for a price 
reduction. 5) You can cancel the contract, return the product and get a refund, except if the 
defect  is  very  small.  6)  You  can  claim  damages  for  your  loss.  You  do  not  have  to  pay  the 
price until you get the product without defects. 

If the trader has not performed a related service as promised in the contract, you have similar 
rights. However, after you have complained to the trader, he normally has the right to first try 
to do the job correctly. Only if the trader fails again you have a choice between 1) asking the 
trader  again  to  provide  the  related  service,  2)  not  paying  the  price  until  you  get  the  related 
service supplied correctly, 3) requesting a price reduction or 4) claiming damages. 5) You can 
also cancel the contract and get a refund, except if the failure in providing the related service 

23 

Insert a link here. 

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is  very  small.  Period  to  claim  your  rights  when  products  are  faulty  or  not  delivered  as 
agreed: You have 2 years to claim your rights after you realise or should have realised that 
the  trader  has  not  done  something  as  agreed  in  the  contract.  Where  such  problems  become 
apparent very late, the last possible moment for you to make such a claim is 10 years from the 
moment the trader had to deliver the goods, supply the digital content or provide the related 
service.  

Unfair  terms  protection:  Trader's  standard  contract  terms  which  are  unfair  are  not  legally 
binding for you.  

This list of rights is only a summary and therefore not exhaustive, nor does it contain all 
details. You can consult the full text of the Common European Sales Law here. Please read 
your contract carefully. 

In case of dispute you may wish to ask for legal advice. 

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