Standard contract terms are those terms in a contract, that were prepared from one contracting party in advance, and about the inclusion of which the parties did not negotiate. Their regulation is, due to the specifics of each country, especially important in the international trade. For international sales contracts of the parties from countries which ratified it, which includes Slovenia, The United Nations Convention on Contracts for the International Sale of Goods, which is the most important instrument of unification of international sales law, applies.
The Convention does not contain express terms regarding standard contract terms, but this should nevertheless not be considered as a gap in the Convention, as its articles regarding the contract formation suffice for the solution of this problem.
The master’s thesis deals with the rules regarding the standard contract terms and the requirements for their inclusion, which have been formed in the practice through the mentioned articles of the Convention. Yet, despite the generous theory sources and case law, some dilemmas regarding standard contract terms still exist in practice. When the parties expressly negotiated about their inclusion, they will not be problematic. However, in practice the parties use standardised forms, where they merely reference the general contract terms. Problems arise, when one of the parties denies their applicability. Then, a question appears, whether they have been validly included into the contract. Even more complicated is the question, which set of standard terms applies, when both parties wanted to include them into the contract. The master’s thesis deals with these problems even more in detail, and tries, with the help of literature and especially case law, to answer them.
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