UNIDROIT Principles of International Commercial Contracts (UPICC)

The International Institute for the Unification of Private Law (UNIDROIT) is an independent intergovernmental Organisation with its seat in the Villa Aldobrandini in Rome. Its purpose is to study needs and methods for modernising, harmonising and co-ordinating private and in particular commercial law as between States and groups of States and to formulate uniform law instruments, principles and rules to achieve those objectives.

UNIDROIT has worked extensively in the area of contract law and adopted a variety of instruments intended to offer harmonised and effective rules to respond to the evolving needs of modern transactions. The UNIDROIT Principles of International Commercial Contracts (UPICC) constitute a non-binding codification or “restatement” of the general part of international contract law, adapted to the special requirements of modern international commercial practice.

The UNIDROIT Principles of International Commercial Contracts (hereinafter “the UNIDROIT Principles”), first published in 1994, with a second edition in 2004 and now in their third (2010) edition (hereinafter “UNIDROIT Principles 2010”), represent a non-binding codification or “restatement” of the general part of international contract law. Welcomed from their first appearance as “a significant step towards the globalisation of legal thinking”, over the years they have been well received not only by academics but also in practice, as demonstrated by the numerous court decisions and arbitral awards rendered world-wide that refer in one way or another to the UNIDROIT Principles.

The Model Clauses to apply UNIDROIT in contracts are divided into four categories according to whether their purpose is:

  1. to choose the UNIDROIT Principles as the rules of law governing the contract;
  2. to incorporate the UNIDROIT Principles as terms of the contract;
  3. to refer to the UNIDROIT Principles to interpret and supplement the CISG when the latter is chosen by the parties, or 
  4. to refer to the UNIDROIT Principles to interpret and supplement the applicable domestic law, including any international uniform law instrument incorporated into that law.

Where appropriate, for each Model Clause two versions are proposed, one for inclusion in the contract (“pre-dispute use”) and one for use after a dispute has arisen (“post-dispute use”).

The full Model Clauses can be found here.

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