Europe

Article 2.106 (ex art. 5.106 B) - Written Modification only 84

1. A clause in a written contract requiring any modification or ending by agreement to be made in writing establishes only a presumption that an agreement to modify or end the contract is not intended to be legally binding unless it is in writing. 85

2. A party may by its statements or conduct be precluded from asserting such a clause to the extent that the other party has reasonably relied on them. 86

Article 8.106 (ex art. 3.106) - Notice Fixing Additional Period for Performance 430 see also Remedies

1. In any case of non-performance the aggrieved party may by notice to the other party allow an additional period of time for performance. 431

2. During the additional period the aggrieved party may withhold performance of its own reciprocal obligations and may claim damages, but it may not resort to any other remedy. If it receives notice from the other party that the latter will not perform within that period, or if upon expiry of that period due performance has not been made, the aggrieved party may resort to any of the remedies that may be available under Chapter 9. 432

3. If in a case of delay in performance which is not fundamental the aggrieved party has given a notice fixing an additional period of time of reasonable length, it may terminate the contract at the end of the period of notice. The aggrieved party may in its notice provide that if the other party does not perform within the period fixed by the notice the contract shall terminate automatically. If the period stated is too short, the aggrieved party may terminate, or, as the case may be, the contract shall terminate automatically, only after a reasonable period from the time of the notice. 433