Limitation and exclusion clauses represent a vital part of national as well as international sales. They are contract terms, which limit or exclude liability of a party in the event of its non- performance or defective performance. Such clauses are a matter governed by the United Nations Convention on Contracts for the International Sale of Goods however, they are not expressly settled in it. While parties can incorporate such clauses in the contract, their validity should be assessed according to the applicable national law as the question of validity goes beyond the scope of the Convention. Contrary to the Convention, UNIDROIT Principles of International Commercial Contracts explicitly govern limitation and exclusion clauses and allow them as long as they are not grossly unfair. Such clauses are also allowed (to some extent) in the Slovenian Obligation Code which consists of separate provisions for both non- performance and defective performance. Our statutory regulation of limitation and exclusion clauses is in my opinion unclear, one of the reasons being the aforementioned division between non-performance and defective performance. In addition to the commercial contracts, limitation clauses can also be found in consumer sale contracts. While being very common in such contracts it must be pointed out that according to the EU Directives and the Consumer Protection Act such clauses are void as parties cannot limit or exclude the rights of a consumer.
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