Europe

Article 4.110 (ex art. 6.110) -Unfair terms which have not been individually negotiated 247 (see also Agreed Obligations

1. A party may avoid a term which has not been individually negotiated if, contrary to the requirements of good faith and fair dealing, it causes a significant imbalance in the parties' rights and obligations arising under the contract to the detriment of that party, taking into account the nature of the performance to be rendered under the contract, all the other terms of the contract and the circumstances at the time the contract was concluded. 248

2. This Article does not apply to: 249

• a term which defines the main subject matter of the contract, provided the term is in plain and intelligible language; or to 250
• the adequacy in value of one party's obligations compared to the value of the obligations of the other party. 251

Article 8.109 (ex 3.109) - Clause Limiting or Excluding Remedies 440 see also Remedies

Remedies for non-performance may be excluded or restricted unless it would be contrary to good faith and fair dealing to invoke the exclusion or restriction. 441