Incorporation of Terms

Article 12
The content of a contract is determined by the parties and generally includes the following clauses:
1. designations or names and addresses of the parties;
2. the targeted matter;
3. quantity;
4. quality;
5. price or remuneration;
6. time, place and mode of fulfillment;
7. liability for breach of contract, and
8. dispute settlement.
The parties may make contracts with reference to various model contract forms.
Article 39
Article 39
Article 39
If standard clauses are used in making a contract, the party that provides the standard clauses shall determine the rights and obligations between the parties in accordance with the principle of fairness, and shall call in a reasonable manner the other party's attention to the exemptible and restrictive clauses regarding its liability, and give explanations of such clauses at the request of the other party.
"Standard clauses" means the clauses that are formulated in anticipation by a party for the purpose of repeated usage and that are not a result of consultation with the other party in the making of the contract.
Article 40
Article 40
Article 40
Standard clauses shall become invalid if they fall under any of the circumstances set forth in Articles 52 and 53 of this Law or if the party that provides the standard clauses exempts itself from the liability, imposes heavier liability on the other party, or precludes the other party from its main rights. 
Article 53 : see "Validity – Unfair terms"] 
Article 52 
Article 52 
 A contract is invalid under any of the following circumstances:
1. either party enters into the contract by means of fraud or coercion and impairs the State's interests;
2. there is malicious conspiracy causing damage to the interest of the State, of the collective or of a third party;
3. there is an attempt to conceal illegal goals under the disguise of legitimate forms;
4. harm is done to social and public interests; or
5. mandatory provisions of laws and administrative regulations are violated.
Article 2.104 (ex art. 5.103 A) - Terms not individually negotiated 76
(1) Contract terms which have not been individually negotiated may be invoked against a party who did not know of them only if the party invoking them took reasonable steps to bring them to the other party's attention before or when the contract was concluded. 77
(2) Terms are not brought appropriately to a party's attention by a mere reference to them in a contract document, even if that party signs the document. 78
Article 2.105 (ex art. 5.106 A) - Merger Clause 79
(1) If a written contract contains an individually negotiated clause stating that the writing embodies all the terms of the contract (a merger clause), any prior statements, undertakings or agreements which are not embodied in the writing do not form part of the contract. 80
(2) If the merger clause is not individually negotiated it will only establish a presumption that the parties intended that their prior statements, undertakings or agreements were not to form part of the contract. This rule may not be excluded or restricted. 81
(3) The parties' prior statements may be used to interpret the contract. This rule may not be excluded or restricted except by an individually negotiated clause. 82
(4) A party may by its statements or conduct be precluded from asserting a merger clause to the extent that the other party has reasonably relied on them. 83
Article 2.210 (ex art. 5.211) - Professional's written confirmation 132
If professionals have concluded a contract but have not embodied it in a final document, and one without delay sends the other a writing which purports to be a confirmation of the contract but which contains additional or different terms, such terms will become part of the contract unless: 133
(a) the terms materially alter the terms of the contract, or 134
(b) the addressee objects to them without delay. 135
Article 4.110 (ex art. 6.110) -Unfair terms which have not been individually negotiated 247
Article 4.110 (ex art. 6.110) -Unfair terms which have not been individually negotiated 247
(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) a term which defines the main subject matter of the contract, provided the term is in plain and intelligible language; or to 250
(c) the adequacy in value of one party's obligations compared to the value of the obligations of the other party. 
251 CHAPTER 6 - CONTENTS AND EFFECTS 310
Article 6.101 (ex art. 8.101) - Statements giving rise to contractual obligation 311
(1) A statement made by one party before or when the contract is concluded is to be treated as giving rise to a contractual obligation if that is how the other party reasonably understood it in the circumstances, taking into account: 312
(a) the apparent importance of the statement to the other party; 313
(b) whether the party was making the statement in the course of business; and 314
(c) the relative expertise of the parties. 315
(2) If one of the parties is a professional supplier who gives information about the quality or use of services or goods or other property when marketing or advertising them or otherwise before the contract for them is concluded, the statement is to be treated as giving rise to a contractual obligation unless it is shown that the other party knew or could not have been unaware that the statement was incorrect. 316
(3) Such information and other undertakings given by a person advertising or marketing services, goods or other property for the professional supplier, or by a person in earlier links of the business chain, are to be treated as giving rise to a contractual obligation on the part of the professional supplier unless it did not know and had no reason to know of the information or undertaking. 317
Article 6.103 - Simulation 323
When the parties have concluded an apparent contract which was not intended to reflect their true agreement, as between the parties the true agreement prevails 324
§ 155 When Mistake of Both Parties as to Written Expression Justifies Reformation
Where a writing that evidences or embodies an agreement in whole or in part fails to express the agreement because of a mistake of both parties as to the contents or effect of the writing, the court may at the request of a party reform the writing to express the agreement, except to the extent that rights of third parties such as good faith purchasers for value will be unfairly affected.
§ 156 Mistake as to Contract Within the Statute of Frauds If reformation of a writing is otherwise appropriate, it is not precluded by the fact that the contract is within the Statute of Frauds.
§ 157 Effect of Fault of Party Seeking Relief A mistaken party's fault in failing to know or discover the facts before making the contract does not bar him from avoidance or reformation under the rules stated in this Chapter, unless his fault amounts to a failure to act in good faith and in accordance with reasonable standards of fair dealing.
Topic 3 - Effect of Adoption of a Writing
§ 209 Integrated Agreements
(1) An integrated agreement is a writing or writings constituting a final expression of one or more terms of an agreement.
(2) Whether there is an integrated agreement is to be determined by the court as a question preliminary to determination of a question of interpretation or to application of the parol evidence rule. (3) Where the parties reduce an agreement to a writing which in view of its completeness and specificity reasonably appears to be a complete agreement, it is taken to be an integrated agreement unless it is established by other evidence that the writing did not constitute a final expression.
§ 210 Completely and Partially Integrated Agreements
(1) A completely integrated agreement is an integrated agreement adopted by the parties as a complete and exclusive statement of the terms of the agreement.
(2) A partially integrated agreement is an integrated agreement other than a completely integrated agreement. (3) Whether an agreement is completely or partially integrated is to be determined by the court as a question preliminary to determination of a question of interpretation or to application of the parol evidence rule.
§ 211 Standardized Agreements
§ 211 Standardized Agreements
(1) Except as stated in Subsection (3), where a party to an agreement signs or otherwise manifests assent to a writing and has reason to believe that like writings are regularly used to embody terms of agreements of the same type, he adopts the writing as an integrated agreement with respect to the terms included in the writing.
(2) Such a writing is interpreted wherever reasonable as treating alike all those similarly situated, without regard to their knowledge or understanding of the standard terms of the

writing.

(3) Where the other party has reason to believe that the party manifesting such assent would not do so if he knew that the writing contained a particular term, the term is not part of the agreement.

§ 213 Effect of Integrated Agreement on Prior Agreements (Parol Evidence Rule)

(1) A binding integrated agreement discharges prior agreements to the extent that it is inconsistent with them.
(2) A binding completely integrated agreement discharges prior agreements to the extent that they are within its scope.
(3) An integrated agreement that is not binding or that is voidable and avoided does not discharge a prior agreement. But an integrated agreement, even though not binding, may be effective to render inoperative a term which would have been part of the agreement if it had not been integrated.

§ 214 Evidence of Prior or Contemporaneous Agreements and Negotiations
§ 214 Evidence of Prior or Contemporaneous Agreements and Negotiations
§ 214 Evidence of Prior or Contemporaneous Agreements and Negotiations
§ 214 Evidence of Prior or Contemporaneous Agreements and Negotiations
Agreements and negotiations prior to or contemporaneous with the adoption of a writing are admissible in evidence to establish
(a) that the writing is or is not an integrated agreement;
(b) that the integrated agreement, if any, is completely or partially integrated;
(c) the meaning of the writing, whether or not integrated;
(d) illegality, fraud, duress, mistake, lack of consideration, or other invalidating cause;
(e) ground for granting or denying rescission, reformation, specific performance, or other remedy.
§ 215 Contradiction of Integrated Terms
Except as stated in the preceding Section, where there is a binding agreement, either completely or partially integrated, evidence of prior or contemporaneous agreements or negotiations is not admissible in evidence to contradict a term of the writing.
§ 216 Consistent Additional Terms
(1) Evidence of a consistent additional term is admissible to supplement an integrated agreement unless the court finds that the agreement was completely integrated.
(2) An agreement is not completely integrated if the writing omits a consistent additional agreed term which is
(a) agreed to for separate consideration, or
(b) such a term as in the circumstances might naturally be omitted from the writing.
§ 217 Integrated Agreement Subject to Oral Requirement of a Condition Where the parties to a written agreement agree orally that performance of the agreement is subject to the occurrence of a stated condition, the agreement is not integrated with respect to the oral condition.
 
§ 218 Untrue Recitals; Evidence of Consideration
§ 218 Untrue Recitals; Evidence of Consideration

(1) A recital of a fact in an integrated agreement may be shown to be untrue.
(2) Evidence is admissible to prove whether or not there is consideration for a promise, even though the parties have reduced their agreement to a writing which appears to be a completely integrated agreement.

Topic 4 - Scope as Affected by Usage

§ 219 Usage Usage is habitual or customary practice.
§ 220 Usage Relevant to Interpretation
(1) An agreement is interpreted in accordance with a relevant usage if each party knew or had reason to know of the usage and neither party knew or had reason to know that the meaning attached by the other was inconsistent with the usage.
(2) When the meaning attached by one party accorded with a relevant usage and the other knew or had reason to know of the usage, the other is treated as having known or had reason to know the meaning attached by the first party.
§ 221 Usage Supplementing an Agreement An agreement is supplemented or qualified by a reasonable usage with respect to agreements of the same type if each party knows or has reason to know of the usage and neither party knows or has reason to know that the other party has an intention inconsistent with the usage.
§ 222 Usage of Trade
(1) A usage of trade is a usage having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to a particular agreement. It may include a system of rules regularly observed even though particular rules are changed from time to time.
(2) The existence and scope of a usage of trade are to be determined as questions of fact. If a usage is embodied in a written trade code or similar writing the interpretation of the writing is to be determined by the court as a question of law.
(3) Unless otherwise agreed, a usage of trade in the vocation or trade in which the parties are engaged or a usage of trade of which they know or have reason to know gives meaning to or supplements or qualifies their agreement.
§ 223 Course of Dealing
(1) A course of dealing is a sequence of previous conduct between the parties to an agreement which is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.
(2) Unless otherwise agreed, a course of dealing between the parties gives meaning to or supplements or qualifies their agreement.

§ 1-201. General Definitions.
(a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other articles of [the Uniform Commercial Code] that apply to particular articles or parts thereof, have the meanings stated.
(b) Subject to definitions contained in other articles of [the Uniform Commercial Code] that apply to particular articles or parts thereof:
(3) "Agreement", as distinguished from "contract", means the bargain of the parties in fact, as found in their language or inferred from other circumstances, including course of performance, course of dealing, or usage of trade as provided in Section 1-303.
(12) "Contract", as distinguished from "agreement", means the total legal obligation that results from the parties' agreement as determined by [the Uniform Commercial Code] as supplemented by any other applicable laws.

Article 421. Freedom of Contract.
Article 421. Freedom of Contract.
Article 421. Freedom of Contract.
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.
2. 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.
Article 427. Model Conditions of Contract.
Article 427. Model Conditions of Contract.
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.
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.
Article 5. Customs in business practice.
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.
Article 428. Contract of Adhesion.
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.