Section II Conclusion of commercial transaction

(1)

Catalogues, price-lists, tariffs and the like, as well as announcements though the mass media or otherwise addressed to an indefinite number of persons, shall be deemed to be an invitation to make an offer in accordance with them.

(2)

If the offer under paragraph 1 is not accepted without just cause the author of the invitation shall be held liable for the damages incurred by the offerer.

An offer for entering into a transaction may also be addressed to an indefinite number of persons, including through the mass media. It should contain both the total quantity offered and the time limit for accepting the offer. In this case the offerer shall be bound until the quantity is exhausted within the specified time limit.

(1)

An offer to a merchant with whom the offerer has lasting commercial relations shall be considered accepted if not immediately rejected.

(2)

In the event of rejection of the offer under paragraph 1, the merchant shall be bound to safeguard whatever has been sent to him at the expense of the offerer, unless he has been secured for the costs or the safeguarding does not cause him unusual inconvenience.

(1)

To be valid a commercial transactions shall require a written or other form only in the cases provided for by a law.

(2)

A statement on execution, performance or termination of a commercial transaction shall be null and void unless made in the form established by a law or by the parties.

(3)

A party may not refer to nullity should its behaviour imply that it has not contested the validity of the statement.

(4)

The written form shall be deemed met if the statement has been technically recorded in a way that permits it to be reproduced.

(5)

In the event of statements made by telefax or telex, the written form shall be deemed met if the books and documents documenting the operation of these apparatuses rule out incorrect reproduction of the statement.

(6)

Where a specific form has been provided for the conclusion of a commercial transaction, this form shall also be required for any amendments to the transaction.

(1)

Interest shall be due between merchants unless otherwise agreed.

(2)

Interest on interest shall be due only if so agreed.

(1)

Where the validity of a commercial transaction requires permission or approval by a state authority, the transaction becomes valid when permission is granted.

(2)

The party who has undertaken to request permission or approval must make immediately the necessary reasonable efforts and bear the costs related with that, and must inform the other party of the result.

(1)

In the event a transaction has been concluded subject to confirmation by a third party, it shall become valid upon confirmation.

(2)

The party who is responsible for obtaining the confirmation must inform immediately the other party of the result.

(3)

Where within three months following the conclusion of a transaction the other party has not been informed of the result, it may decline to proceed with the transaction, unless another time period has been agreed upon.

A commercial transaction concluded between merchants may not be voided on grounds of financial duress or due to manifestly unfavourable terms.

(1)

A merchant may specify in advance general terms for transactions concluded by him. They shall become binding upon the other party should it:

1.

declare in writing their acceptance;

2.

be a merchant and has known or been obliged to know them and has failed to object to them immediately.

(2)

If a written form has been provided for the validity of a transaction, the general terms established by the merchant shall be binding upon the other party only if submitted to it upon execution of the transaction.

(3)

In the event of conflict between what was agreed upon by the parties and the general terms, the terms agreed upon shall govern.

(1)

Where the parties have agreed that a third party shall determine particular provisions, such provisions shall become binding upon the parties only if the third party has determined them in accordance with the objective of the contract, the remainder of its contents and commercial custom.

(2)

Should the third party fail to make the determination or makes it in a manner inconsistent with paragraph 1, either party may petition the court to make the determination.

Where the parties agree to supplement the contract upon the occurrence of certain circumstances, and should they fail to reach agreement in the event of such occurrence, either party may petition the court to do so. When rendering its decision the court shall take in consideration the objective of the contract, the remainder of its contents and commercial custom.

01

Where a person acts on behalf of a merchant without authority for representation, it shall be deemed that the merchant confirms such actions provided he has not objected immediately after learning of them.

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