Russia

Article 421. Freedom of Contract see also Mandatory Obligations

1. Citizens and legal entities shall be free in concluding a contract.

Coercion to conclude a contract shall not be permitted except for instances when the duty to conclude a contract has been provided for by this Code, by a law, or by a voluntarily accepted obligation.

The parties may conclude a contract which is either provided for or is not provided for by a law or other legal acts.

3. The parties may conclude a contract which contains elements of various contracts provided for by a law or other legal acts (mixed contact). The rules on contracts whose elements are contained in a mixed contract shall apply in respective parts to the relations of the parties under a mixed contract unless it follows otherwise from the agreement of the parties or the essence of the mixed contract.

4. The conditions of a contract shall be determined at discretion of the parties except for instances when the content of the respective condition has been prescribed by a law or other legal acts (Article 422).

In instances when a condition of a contract has been provided for by a norm which applies insofar as not established otherwise by agreement of the parties (dispositive norm), the parties may by their agreement exclude the application thereof or establish a condition which differs from that provided therein. In the absence of such agreement, the condition of the contract shall be determined by the dispositive norm.

5. If a condition of a contract has not been determined by the parties or by a dispositive norm, the respective conditions shall be determined by the customs of business usage applicable to the relations of the parties.

See also Mandatory Obligations

Article 427. Model Conditions of Contract see also Mandatory Obligations

1. It may be provided in a contract that its individual conditions shall be determined by model conditions worked out for contracts of the respective type and published in the press.

2. In instances when a reference to model conditions is not contained in the contract, such model conditions shall apply to the relations of the parties as customs of business practice if they meet the requirements established by Article 5 and by Article 421(5) of this Code. See also Mandatory Obligations

3. Model conditions may be stated in the form of a model contract or other document containing these conditions.

Article 5. Customs in business practice. See also Mandatory Obligations

1. A custom in business practice is recognized to be a rule of behaviour not provided for by the legislation that has long developed and been in wide use in some business field regardless of whether or not it has been recorded in a document.

2. Business practice customs conflicting with the legislation or contract provisions that are binding on the parties to appropriate relations shall not be applied.

Article 428. Contract of Adhesion. See also Validity

1. A contract of adhesion shall be deemed to be a contract whose conditions have been determined by one of the parties in model forms or other standard forms and which could be accepted by the other party not other than by means of adhering to the offered contract as a whole.

2. A party which has adhered to the contract shall have the right to demand dissolution or change of the contract if the contract of adhesion, although not contrary to a law or other legal acts, deprives this party of the rights usually granted under contracts of that type, excludes or restricts the responsibility of the other party for a violation of obligations, or contains other conditions clearly burdensome for the adhering party which it, proceeding form its own reasonably understood interests, would not have accepted, had it the opportunity to participate in determining the conditions of the contract.

3. When the circumstances provided for by point 3 of this Article are present, the demand concerning dissolution or change of the contract presented by a party which has adhered to the contract in connection with the effectuation of its entrepreneurial activity shall not be subject to satisfaction, if the adhering party know or should have know on what conditions it concluded the contract.