Unfair Terms

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 52 : see "Validity – Illegality"]
Article 53 The following clauses on liability exemption in a contract shall be invalid:
1. those causing physical injury to the other party; or
2. those causing losses to property to the other party by intention or due to gross negligence.
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
(b) 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
Article 8.109 (ex 3.109) - Clause Limiting or Excluding Remedies 440
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
§ 195 Term Exempting From Liability for Harm Caused Intentionally, Recklessly or Negligently
(1) A term exempting a party from tort liability for harm caused intentionally or recklessly is unenforceable on grounds of public policy.
(2) A term exempting a party from tort liability for harm caused negligently is unenforceable on grounds of public policy if
(a) the term exempts an employer from liability to an employee for injury in the course of his employment;
(b) the term exempts one charged with a duty of public service from liability to one to whom that duty is owed for compensation for breach of that duty, or
(c) the other party is similarly a member of a class protected against the class to which the first party belongs.
(3) A term exempting a seller of a product from his special tort liability for physical harm to a user or consumer is unenforceable on grounds of public policy unless the term is fairly bargained for and is consistent with the policy underlying that liability.
§ 196 Term Exempting From Consequences of Misrepresentation
A term unreasonably exempting a party from the legal consequences of a misrepresentation is unenforceable on grounds of public policy.
§ 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.
§ 356 Liquidated Damages and Penalties
§ 356 Liquidated Damages and Penalties
(1) Damages for breach by either party may be liquidated in the agreement but only at an amount that is reasonable in the light of the anticipated or actual loss caused by the breach and the difficulties of proof of loss. A term fixing unreasonably large liquidated damages is unenforceable on grounds of public policy as a penalty.
(2) A term in a bond providing for an amount of money as a penalty for non-occurrence of the condition of the bond is unenforceable on grounds of public policy to the extent that the amount exceeds the loss caused by such non-occurrence.
Article 179. Invalidity of Transaction Concluded Under Influence of Fraud, Coercion, Threat, or Ill- Intentioned Agreement of Representative of One Party with Other Party or Coincidence of Grave Circumstances
1. A transaction concluded under the influence of fraud, coercion, threat, or ill-intentioned agreement between a representative of one party with the other party, as well as a transaction which a person was forced to conclude as a consequence of the coincidence of grave circumstances on conditions extremely disadvantageous for himself which the other party took advantage of (transaction on crushing terms) may be deemed by a court to be invalid upon the suit of the victim.
2. If the transaction was deemed invalid on one of the grounds specified in point 1 of this Article, then the other party shall return to the victim everything received by it under the transaction, and if it is impossible to return that received in kind, the value thereof shall be compensated in money. Property received under a transaction by the victim from the other party, as well as that due to it in compensation for what was transferred to the other party, shall go to the revenue of the Russian Federation. If it is impossible to transfer the property to the revenue of the Russian Federation in kind, the value thereof in money shall be recovered. In addition, the other party shall compensate the victim for real damage caused to it
Article 400. Limitation of the Scope of Liability by Obligations
1. By the individual kinds of obligations and by those obligations, which are related to a definite type of activity, the right to the full compensation of the losses may be limited by the law (the limited responsibility).
2. The agreement on limiting the scope of the debtor's responsibility by the contract of affiliation or by another kind of contract, in which the creditor is the citizen, coming out in the capacity of the consumer, shall be insignificant, if the scope of responsibility for the given kind of obligations or for the given violation has been defined by the law and if the agreement has been concluded before the setting in of the circumstances, entailing the responsibility for the non-discharge or for an improper discharge of the obligation.
Article 401. The Grounds of Responsibility for the Violation of the Obligation
Article 401. The Grounds of Responsibility for the Violation of the Obligation
Article 401. The Grounds of Responsibility for the Violation of the Obligation
1. The person, who has not discharged the obligation or who has discharged it in an improper way, shall bear responsibility for this, if it has happened through his fault (an ill intention or carelessness on his part), with the exception of the cases, when the other grounds of the responsibility have been stipulated by the law or by the contract. The person shall be recognized as not guilty, if, taking into account the extent of the care and caution, which has been expected from him in the face of the nature and the terms of the circulation, he has taken all the necessary measures for properly discharging the obligation.
2. The absence of the guilt shall be proven by the person, who has violated the obligation.
3. Unless otherwise stipulated by the law or by the contract, the person, who has failed to discharge, or has discharged in an improper way, the obligation, while performing the business activity, shall bear responsibility, unless he proves that the proper discharge has been impossible because of a force-majeure, i.e., because of the extraordinary circumstances, which it was impossible to avert under the given conditions. To such kind of circumstances shall not be referred, in particular, the violations of obligations on the part of the debtor's counter-agents, or the absence on the market of commodities, indispensable for the discharge, or the absence of the necessary means at the debtor's disposal.
4. An agreement on eliminating or limiting the liability for an intentional violation of the obligation, concluded at an earlier date, shall be insignificant.
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.