Autore: De Cristofaro, Giovanni
Titolo: "Invalidity" of Contracts and Contract Terms in the Proposal for a Regulation on a Common European Sales Law
Periodico: Osservatorio del diritto civile e commerciale
Anno: 2013 - Fascicolo: 1 - Pagina iniziale: 139 - Pagina finale: 156

The Commission Proposal for a «Regulation on a Common European Sales Law(CESL)» does not provide an exhaustive individuation and description of the possible groundsof invalidity or ineffectiveness of sales contracts and contract terms. As a matter of fact, analmost complete set of rules may be found solely with respect to the avoidability of contracts(or contracts clauses) vitiated by mistake, fraud, threats or unfair exploitation. The paper analysessome of the most widely discussed issues relating to the invalidity of contracts and contractclauses, as may result from the breach of the limits imposed by the CESL on the freedomof the parties to determine the contents of contract clauses. The paper contains a systematicanalysis of some of the most complex and discussed items of the invalidity of contracts andcontract clauses, with a particular consideration of: «not binding» terms, clauses that excludethe application of mandatory rules or derogate from or vary their effects, conditions of validityof the clauses of sales contracts concerning the characteristics, qualities and performancecapabilities of the goods, and terms in commercial transactions relating to the time or periodof payment of the price and to the consequences of the late payment of the price. Against thebackdrop of the principle of systemic coherence, the paper suggests that a better coordinationshould be ensured between the current contents of the proposal and, inter alia, Directives93/13/EEC, 2005/29/EC and 2011/7/EU. The case is equally made for the CESL to incorporateand «codify» the solutions adopted by the European Court of Justice regarding the precedingtopics, as a means to build up a fully coherent regulation of the European Sales Law.




SICI: 2281-2628(2013)1<139:"OCACT>2.0.ZU;2-
Testo completo: http://www.mulino.it/download/article/10.4478/74694
Testo completo alternativo: http://www.mulino.it/doi/10.4478/74694

Esportazione dati in Refworks (solo per utenti abilitati)

Biblioteche ACNP che possiedono il periodico