Trans-Lex Administrative Information
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No. XIV.2 - Law applicable to international contracts
(a) A contract shall be governed by the law chosen by the parties. The choice shall be made expressly or clearly demonstrated by the terms of the contract or the circumstances of the case. By their choice the parties can select the law applicable to the whole or to part only of the contract. The parties may at any time agree to subject the contract to a law other than that which previously governed it.
(b) Absent a choice of law by the parties, a contract is governed by the law with which the contract is most closely connected ("centre of gravity test"; "engster Zusammenhang"; "liens les plus étroits").
(c) Contracts are most closely connected with the law of the country where the party required to effect the characteristic performance has its habitual residence, seat or place of business.
(d) Where it is clear from all the circumstances of the case that the contract is manifestly more closely connected with a country other than that indicated in paragraphs (b) or (c), the law of that other country shall apply.
(e) The law applicable to a contract by virtue of this Principle shall govern in particular:
the consequences of a total or partial breach of obligations, including the assessment of damages in so far as it is governed by rules of law;
the various ways of extinguishing obligations, and prescription and limitation of actions;
the consequences of nullity of the contract.
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