Angolan law lays down a general principle of contractual freedom, which means that parties are mostly free to establish the terms and conditions to be observed by the contracts they enter into (exceptions are made to mandatory rules legally imposed which will depend on the specific contractual relationship) and are entitled to enter into contracts provided for in the law, but also into contracts that are not provided for in the law.

Angolan law does not establish a unitary act or set of rules applicable to all commercial contracts. Depending on the specific contractual relationship, commercial contracts may be subject to the provisions of the Civil Code, Commercial Code, Copyright and Related Rights Law, and the Industrial Property Law as well as other specific legislation.

The aforementioned set of rules changes according to the specific contract in question.

Commercial contracts are governed by the Civil and Commercial Code. This code came into effect in 2015 and it replaces the previous separate Civil Code and Commercial Code. It is part of the federal legislation, but jurisdiction regarding its implementation and litigation resulting thereunder corresponds primarily to the provincial courts.

The Civil and Commercial Code includes general provisions on contracts, which are applicable to all contractual transactions. These provisions govern matters such as the formation of contracts, offer and acceptance, possible subject matter of contracts, legal formalities, the legal effects of contracts, contract termination and others.

In addition, the Civil and Commercial Code includes provisions applicable to specific types of contracts, such as sale agreements, leases, franchise agreements and agency agreements. More than 30 types of agreements are subject to specific provisions of this kind. These specially regulated agreements are thus subject to the general rules applicable to contracts –described above – and to the special rules applicable to the relevant type of agreement. Agreements that are not subject to special rules are nevertheless valid, and they are governed primarily by the general contract rules and – to the degree possible – by the rules applicable to analogous specially regulated contracts.

Other laws include provisions on specific types of commercial contracts. For instance, the Copyright Law includes certain provisions of contracts related to software and to publishing; the Patent Law includes rules on license agreements; and the Insurance Law includes rules on insurance contracts. However, in all these specially regulated contracts, the general contract law rules included in the Civil and Commercial Code are also applicable.

Commercial contracts with the federal or provincial governments or with other governmental entities are also governed by administrative law. Special rules on contracts with state entities have been included in federal or provincial laws, or have been developed by case law.

Australia's commercial contract framework is governed by the common law and supplemented by equitable doctrines, statutes (Commonwealth, state and territory) and international law instruments. There is no codification of the law governing contracts.

The Australian Consumer Law (ACL) – which is a schedule of the Competition and Consumer Act 2010 (Cth) (CCA) – applies to consumer goods and services contracts. This legislation covers purchases of goods or services worth less than AUD100,000, or when the goods or services are of a kind that is generally intended for personal, domestic or household use or consumption. There are also state and territory consumer laws.

The ACL additionally includes an unfair contract terms regime that applies to:

1. Standard form contracts for a supply of goods or services or a sale or grant of an interest in land to an individual whose acquisition of the goods, services or interest is wholly or predominantly for personal, domestic or household use or consumption; and
2. As of November 10, 2023, small business contracts are those contracts where at least 1 of the parties is a small business (ie, a business that employs fewer than 100 people) and/or has an annual turnover during the previous financial year of less than AUD10 million (with turnover calculated in accordance with specific provisions). Under the ACL, the unfair contract terms regime will apply to a small business contract if the upfront price payable (excluding interest) for the contract is AUD5 million or less.

Commercial contracts with Commonwealth and state government agencies may be subject to certain regulations.

Austrian law contains extensive federal legislation (of both a dispositive and mandatory nature) on commercial contracts, considering both the general principles (such as interpretation) and the specific contract types. In business-to-consumer relationships, the Consumer Protection Act (Konsumentenschutzgesetz) and the Distance and Off-Premises Act (Fern- und Auswärtsgeschäfte-Gesetz) are also of great relevance.

The general principles of contracts as well as a large number of contracts are regulated in the Civil Code ( Allgemeines Bürgerliches Gesetzbuch) and Commercial Code (Unternehmensgesetzbuch), including the publishing contract (Sections 1172 and 1173 Civil Code).

Further regulations are contained in the IP-specific acts mentioned above, as well as in statutory laws regulating other specific contract types.

Commercial contracts are enforced by courts according to general civil proceedings regulations – the Civil Proceedings Act (Zivilprozessordnung) and the Enforcement Act (Exekutionsordnung).

The Belgian Civil Code (hereafter “BCC”) provides the general principles of contract law,  whilethe Code of Economic Law (CEL) provides further principles in respect of commercial cooperation contracts generally (such as precontractual information obligations and the B2B act [cf. infra]) and more specifically for certain types of contracts (such as (exclusive) distributorship and commercial agency) and in specific sectors.

Over the last few years, the BCC has been (and is currently still being) thoroughly revised. As of November 1, 2020, Book 8 BCC, which introduces new rules on evidence, entered into force. Further, Book 5 of the BCC entered into force on January 1, 2023 and contains legal provisions on general Belgian contract law. This book reflects the legislator’s aim to increase legal certainty by codifying and adding new important principles, such as hardship, anticipatory breach, unfair clauses and a so-called “knock-out rule” to deal with conflicting general conditions and contract terms. In addition, Book 6 of the BCC, which modernizes the legal framework of non-contractual liability (tort), was adopted on February 1, 2024 and shall enter into force 6 months after its official publication in the Belgian Official Gazette.

Other books of the BCC (which involve a.o. statutes of limitation, special agreements and securities) are also under review but have not yet entered into force. In respect of business-to-consumer (B2C) agreements, Book VI "Market Practices and Consumer Protection" of the CEL should be taken into consideration, and in respect of E-Commerce, Book XII "Law of the Electronic Economy" of the CEL shall apply.

In addition, in respect of business-to-business (B2B) agreements, the B2B act of April 4, 2019 amending Book VI CEL established 3 sets of rules in respect of:

1.  misleading and aggressive market practices in business-to-business relations

2.  the prohibition of abuse of economic dependence and

3.  unfair terms.

The 1st set of rules is included in Book VI “Market Practices and Consumer Protection” CEL and entered into force on September 1, 2019. The 2nd set of rules is included in Book IV “ Protection of competition” of the Belgian Code of Economic Law and entered into force on June 1, 2020. The 3rd set of rules, which determines the circumstances under which a term in business-to-business contracts is considered to be unlawful, is also included in Book VI “Market Practices and Consumer Protection” and entered into force on December 1, 2020. In this regard, Articles VI.91/4 and VI.91/5 CEL respectively introduce a black list of terms which are irrefutably presumed to be unlawful and a grey list of terms of which the presumption of unlawfulness may be rebutted. Asides these listed terms, Article VI.91/3 CEL provides for a general prohibition of any term in business-to-business contracts concluded between undertakings which creates an apparent imbalance between the rights and obligations of the parties. As this legislation is of mandatory nature, contractual terms considered to be unlawful will be null and void.

Commercial and civil contracts are governed by general principles and provisions established in Federal Law 10,406/2002 (Brazilian Civil Code).

The Brazilian Civil Code also establishes specific provisions for certain types of contracts (eg, purchase and sale, donation and services agreement). Some particular contracts are also governed by special laws and regulations (eg, franchising, leasing, sales representatives and regulated contracts).

Contracts with consumers are subject to special provisions set forth in Federal Law 8,078/1990 (Consumer Defense Code).

The contracts with the Public Administration are mainly governed by Federal Law 8,666/1993 (Public Procurement Law). Certain contracts with the Public Administration are subject to specific laws and regulations (eg, contracts in the energy and oil and gas areas, contracts that involve concessions, public-private partnerships, electronic options and the Special System for Public Purchases or RDC).

In contrast, contracts, whether they concern IP rights or not, are a matter of provincial, not federal, law. The province of Québec has a civil law system, while the balance of the Canadian provinces have a common law system.

In the common law provinces, contracts are governed by common law contract principles, as modified by a number of statutes such as the Statute of Frauds, Sale of Goods Act and consumer protection legislation. In Québec, contracts are governed principally by the Civil Code. However, other laws such as the Charter of the French Language impose special requirements on the formalities of contracts in Québec.

Bankruptcy is a matter of federal law and, under federal bankruptcy legislation, special rules may limit the ability to effect termination of rights upon an act of insolvency or bankruptcy.

There are special rules that govern contracts with the federal and provincial governments.

Generally speaking, contract law is regulated by the Civil Code, setting forth essential requirements for contracts and special requirements depending on the type of contract. Moreover, it is applied in addition to any specific law, including the Commercial Code and Corporations Act.

In principle, the mutual agreement of the parties to a contract with the essential elements of the contract must be declared expressly, seriously and freely. The contract must contain a lawful object that must be real and existent and shall be determined or determinable or physically and morally possible if it is an action to be performed. Finally, the cause of the contract (ie, the motivation of the act) must be real and lawful (however, please note that the mere beneficence is sufficient cause).

As stated in Law 19.039, acts such as assignments, licenses or liens over industrial property rights (ie, trademarks, patents, utility models, industrial drawings and designs, layout-designs or topographies of integrated circuits, geographical indications and appellations of origins) shall be executed at least in a private document without further formalities, and duly recorded before INAPI subject to an official fee (although the recording of an agreement is for publicity purposes, and does not affect its validity). Additionally, agreements that address Chilean industrial property rights may be recorded in INAPI even if not executed in Chile.

According to Law 17.336, the assignment of copyright and its related rights, by any title, must comply with certain formalities, such as being executed in writing by public instrument or by private instrument authorized by a Notary Public, and registered at the DDI within 60 days. If such formalities are not met, the assignment is not legally binding.

The PRC Civil Code, which came into effect on January 1, 2021, contains the general provisions relating to commercial contracts. The Interpretation by the Supreme People's Court of Several Issues Concerning the Application of Title One General Provisions of Book Three Contracts of the PRC Civil Code (“Contract Interpretation”) sets out further rules regarding the application of the provisions in different contexts.

There are special rules applicable only to certain types of commercial contracts (eg, technology contracts, land use contracts, construction project contracts, etc.). There are also more stringent rules applicable to consumer contracts (ie, contracts made between a business and a consumer to address the often unequal balance standings of the parties).

With respect to the import and export of technology, the Regulations of the People's Republic of China on Administration of Import and Export of Technologies shall be applicable. Pursuant to the Regulation of Import and Export of Technologies, technologies are divided into 3 categories: free import/export; restricted import/export; and prohibited import/export.

The PRC Cybersecurity Law, the PRC Data Security Law, the PRC Personal Information Protection Law and their implementation regulations and standards set out a series of requirements that the parties must consider when negotiating commercial contracts, especially those contracts to be used in the high-tech sector where cybersecurity and data protection are of significant importance.

As a general matter, the high-tech sector is strictly regulated in China. Factors such as market entry, operation qualification and permit, information sharing and recordal, etc. will need to be considered when conducting due diligence checks and must be properly addressed in contracts. With respect to certain new tech cooperation models (eg, engaging AI vendors), additional factors (eg, what technologies are deployed, who controls what data, how course correcting shall be conducted, etc.) must also be taken into consideration when negotiating contracts.

Generally speaking, the Colombian Civil Code and the Code of Commerce provide the general rules applying to commercial contracts. Such regulations are based on the principles of freedom of contract and the legal validity of contracts (pacta sunt servanda).

License agreements covering industrial property rights in Colombia are in general consensual in nature and hence do not require any formalities to establish their existence and validity, or their enforceability between contracting parties.  Nonetheless, commercial agreements concerning the transfer of industrial property rights, or that limit their ownership in any way, should be registered before the Superintendency of Industry and Trade for its publicity, and for it to be enforceable before third parties. 

On the other hand, copyrights may only be licensed in an agreement that clearly states the exploitation modalities that the licensee may use, as well as the timeframe and territories where the work is to be used. If the parties do not agree on a timeframe for the exploitation of the work, it is understood that the license is granted for 5 years, and, if they do not agree on which places the work may be used on, it is understood that the license is granted for the place where the agreement is to be executed. Economic rights over works of authorship may be transferred through a written agreement. Such an agreement should be registered before the National Copyright Office for its publicity, and for it to be enforceable before third parties.

Commercial contracts are governed by the Civil Code.

Other pieces of legislation may be relevant to certain commercial arrangements (eg, antitrust laws and Act No. 143/2001 Coll., as amended, on Protection of Economic Competition), and there may be industry-specific regulations that are applicable to contracts in particular industries.

The interpretation and enforceability of commercial contracts are widely governed by principles and practice. The content of the agreement is primarily determined by what has been agreed between the parties. However, there are several acts, including the Contracts Act, the Sale of Goods Act, Consumer Contracts Act, and the Credit Agreements Act, that govern transactions in goods (eg, buying and selling), security interests, letters of credit and other commercial transactions.

Furthermore, there may be other acts that are relevant to certain commercial arrangements (eg, antitrust laws), and there may be industry-specific regulations applicable to contracts in particular industries.

Mandatory provisions apply in business-to-consumer transactions.

Finnish contract law is based on the principles of freedom of contract and the legal validity of contracts (pacta sunt servanda).

Some of the general principles of Finnish contract law are codified in the Contracts Act, but many of the general principles are not codified. The Contracts Act contains general principles on contracting, validity of contracts and contracting via a representative. Highly biased and unconscionable contracts may be either amended into a more reasonable form or nullified under Section 36 of the Contracts Act. This section is, however, very rarely applied to business entities.

Consumer legislation sets certain mandatory limitations to contracting in B2C environment. The parties cannot agree otherwise in a contract with consumers.

The contracts by entities in dominant position may also be subject to EU competition law scrutiny.

French law does not provide a unitary set of rules only applicable to commercial contracts. The following legal provisions may be applicable to commercial contracts:

• The French Civil Code, which contains (i) most provisions on contract law, including rules regarding contracts in general (ie, contract formation, validity, term, performance, enforceability, assignment, termination, liability and remedies) and rules regarding specific contracts (eg, sales, statutory warranties, agency, lease, loan, escrow and guarantees) and (ii) provisions on tort liability.

• The French Commercial Code, which contains some specific rules applicable in business-to-business agreements (eg, payment terms, interest for late payment, general terms and conditions, distribution, commercial agency, commissionaire and commercial leases agreements).

• The French Intellectual Property Code for contract terms relating to intellectual property rights.

• The French Consumer Code, which contains important rules that professionals must comply with when dealing with consumers, but which may also have to be taken into account when contracting with another business when the end-user is a consumer or in all cases when contracting with another business (eg, the prohibition of misleading commercial practices is also applicable to business transactions).

• The Judicial Organization Code, which contains rules on the jurisdiction of intellectual property proceedings.

This list is not exhaustive, and specific provisions may be implicated by certain types of commercial contracts (eg, Transport Code, Law on Subcontracting, Data Protection Law or Law on Confidence in the Digital Economy).

The German Civil Code (Bürgerliches Gesetzbuch or BGB) and Commercial Code (Handelsgesetzbuch or HGB) contain the general provisions relating to contracts.

The specific laws relating to certain intellectual property rights (eg, Copyright Act, Patent Act and Utility Model Act) contain further provisions on licensing agreements.

Contract law in Hong Kong is largely based on the English common law model. There are no ordinances that govern commercial contracts generally, though there may be ordinances that are relevant to certain commercial arrangements, such as the sale of goods and supply of services and contracts in particular industries.

General contract law and the rules governing specific commercial contracts are set forth in the Hungarian Civil Code.

In general, the parties may freely agree on the contract terms, and they are free to define the content of a contract.

The Civil Code sets out general rules (eg, for termination of a contract and rules for the event of breach of a contract) that are applicable for a contract if the parties do not agree otherwise.

Among the provisions on special contracts, the Civil Code regulates the following main commercial contract types: transfer of property (eg, sale and purchase), contracts for professional services (including research contracts), commission contracts, lease agreements, deposit contracts, distribution and franchise agreements, credit and account agreements, security (guarantee) agreements and insurance agreements.

The acts on intellectual property rights lay down particular provisions on license agreements concerning artworks, trademarks, patents and designs.

There are special provisions with respect to contracts concluded by electronic means in Act 108 of 2001 on Electronic Commerce and on Information Society Services. For instance, the party using general terms and conditions and providing for an electronic way for concluding the contracts must make its general terms and conditions available in a way that the other party will be able to store and open them anytime.

The Government Regulation No. 45/2014 (II. 26.) contains provisions on the particular rules of contracts with consumers. This regulation also sets forth the rules on contracts between distant parties.

The Contract Act governs formation, implementation and enforcement of commercial contracts. It also lists contracts that may be void, voidable or unlawful. Apart from the general obligations under the Contract Act, there may be industry-specific legislations at the federal and state levels that may be applicable to contracts in particular industries, or particular types of contracts.

The Specific Relief Act, 1963 (SRA) grants specific relief in cases relating to enforcement of individual civil rights. Some of the reliefs that courts may grant under the SRA include specific performance of a contract and permanent injunctions. An amendment to the SRA has now introduced more certainty to specific performance of contracts through courts by doing away with the wide discretion that was vested in the courts earlier. The amendment now requires the courts to mandatorily enforce specific performance of a contract, except in certain prescribed instances under statute.

Apart from the Contract Act, transactions in goods are governed by the Sale of Goods Act, 1930 (SOGA), and transactions in immovable property are governed by the Transfer of Property Act, 1882.

Electronic contracts are recognized under the Information Technology Act 2000 (IT Act).

Most of the provisions regarding law on contracts are contained in Book III of the Indonesian Civil Code. Indonesian law recognizes the principle of freedom of contract.

Article 1338 of the Indonesian Civil Code stipulates that all legally executed agreements shall bind the individuals who have concluded them by law. They cannot be revoked except by mutual agreement or pursuant to reasons which are legally declared to be sufficient. They shall be executed in good faith.

Article 1339 of the Indonesian Civil Code further stipulates that agreements shall bind the parties not only to that which is expressly stipulated, but also to that which, pursuant to the nature of the agreements, shall be imposed by propriety, customs or the law.

For the most part, commercial contracts are governed by common law in Ireland. There are some industry specific and other legislation and regulation that apply to business-to-business  commercial contracts. There is also a wide variety of primary and secondary legislative provisions that apply to business-to-consumer contracts.

In general, contractual engagements are regulated under the Contracts Law (General Part), 5733-1973. The Contracts Law regulates, among other matters, the creation of a contract, the form and substance of the contract, the fulfillment of the contract and the rescission of the contract as a result of a fault arising from its creation.

Alongside the contract laws, there are several statutes that regulate specific contracts such as, those with respect to sale (including international sale of goods), agency (including with respect to a commercial agent), insurance, guarantees, assignment of rights and obligations and standard contracts.

There are a number of laws that may apply to commercial contracts, depending on the type of contract and the industry involved. However, general contract laws are contained in the Italian Civil Code.

With regard to agreements between businesses and consumers, the Legislative Decree No. 206/2005 (the Consumer Code) is also applicable.

The Consumer Code provides for detailed provisions on e-commerce as well as the sale of goods, digital contents and services, which have been introduced by the Legislative Decree No. 21/2014 (implementing the EU Directive 2011/83), Legislative Decree No. 170/2021 (implementing EU Directive 771/2019), Legislative Decree No. 173/2021 (implementing EU Directive 770/2019) and Legislative Decree No. 26/2023 (implementing EU Directive 2019/2161).

With specific regard to e-commerce, Legislative Decree No. 70/2003 (implementing the EU Directive 2000/31) should also be taken into account.

Contracts including commercial contracts are interpreted and enforced in accordance with the Civil Code (Act No. 89 of 1986), any other related laws, specified rules and regulations such as the Commercial Code (Act No. 48 of 1899) and court precedents.

A number of laws may apply to commercial contracts depending on the type of contract and the industry involved. However, generally commercial contracts are governed by provisions contained in the Luxembourg Civil Code.

The Consumer Code in Luxembourg applies to business-to-consumer agreements, and the E-Commerce Law of 14 August 2000, as amended, applies to e-commerce transactions.

Commercial matter provisions are governed by federal laws. In general, commercial agreements are governed by the Commercial Code; thus, certain agreements are governed by specific federal laws (ie, bank credit agreements, insurance, pledge and trusts, among others).

Additional commercial contract provisions may be found in other federal laws (ie, antitrust and consumers' protection), regulations and official standards.

The venue for resolution of disputes specified in a commercial contract corresponds to federal courts, although state courts may accept venue.

Commercial contracts with federal and state government agencies are subject to separate governmental regulations, which may include, among other matters, specific auditing and recordkeeping requirements.

Depending on the circumstances, such as the type of contract and sector, the Dutch Civil Code and other Dutch laws apply to commercial contracts.

The commercial contract framework in New Zealand is composed of an amalgamation of statutes, the common law, equitable doctrines and, to some extent, international law instruments. The most recent addition is the Contract and Commercial Law Act 2017, which has combined a number of statutes and covers matters such as contractual privity, contractual remedies, sale of goods and electronic transactions, among other things. The interpretation and enforceability of commercial contracts is generally a matter of common law.

There are statutes that may be relevant to certain commercial arrangements. For example, there are specific statutes relating to consumer contracts, consumer credit contracts and construction contracts, as well as statues governing competition and fair trading in the marketplace. There are also industry-specific regulations that may be applicable to contracts in particular industries.

Commercial contracts with the state and government agencies may be subject to additional regulations.

Legislation, common law principles and practices regulate and govern contracts in Nigeria. Pursuant to Section 30 of the Nigerian Copyright Act, Section 26 of the Trademarks Act and Section 23 of the Patents and Designs Act, the intellectual property within the scope of each of these laws can be assigned and transferred by a written agreement. For a commercial contract to be valid and enforceable, it must satisfy 4 key elements: it must constitute an agreement, the parties must have the capacity to contract, there must be consideration, and there must exist an intention to create a legal relationship.

Under the Nigerian legal framework, parties are free to enter into contracts on agreed terms, and the courts generally do not interfere in the contractual terms that are voluntarily agreed by parties, provided they are not illegal and have all of the key elements of validity. Courts in Nigeria will not enforce a contract tainted with illegality or contrary to public policy. Commercial contracts can be challenged where they are alleged to contain vitiating elements such as fraud, coercion, duress, undue influence, misrepresentation of facts, mistake, incapacity and improper execution.

Norwegian contract regulations are governed by statute, non-statutory law and practice. The principles of pacta sunt servanda and freedom of contract are fundamental to the Norwegian contract law.

The Norwegian Contracts Act (avtaleloven) regulates and codifies certain law in relation to contracts. However, due to the development of non-statutory rules, the Contracts Act is mainly used for rules of authorization of contracts and invalid agreements.

The content of an agreement is primarily determined by what has been agreed between the parties, their justified expectations and subjective understanding of the agreement.

Certain mandatory provisions may apply in business-to-consumer contracts. Furthermore, the specific laws relating to certain intellectual property rights contain further provisions on licensing agreements.

Customs

In July 2021, Norwegian authorities adopted Customs Act chapter 15 rules, which strengthen the position of licensees and bring Norwegian regulations to a greater extent on a par with EU rules pursuant to Regulation no. 608/2013.

Under the rules, it is possible to request the custom authorities to detain goods that infringe intellectual property rights or certain rights under the Marketing Act. This may, for example, be relevant in the event of suspicion of the introduction of illegal product imitations or pirated copies. Following such an application, the customs authorities will be able to make decisions on assistance with the withholding of goods.

Commercial matter provisions are governed by national laws. In general, commercial agreements are governed by the Commercial Code; thus, in general, certain agreements are governed by specific national laws. Commercial contract provisions may be found in other national laws (ie, antitrust, consumers' protection, unfair competition and publicity), regulations and official standards.

The venue for resolution of disputes specified in a commercial contract corresponds to courts.

Commercial transactions are governed by various Philippine laws, such as Republic Act No. 386, or the Civil Code, and Republic Act No. 11232, or the Revised Corporation Code. There are industry-specific laws, such as Republic Act No. 8762, or the Retail Trade Liberalization Act, Republic Act No. 9136, or the Electric Power Industry Reform Act, and, more recently, the country’s comprehensive competition legislation was passed as Republic Act No. 10667, or the Philippine Competition Act.

Intellectual property rights are protected principally under the Intellectual Property Code of the Philippines.

Under Philippine law, intellectual property rights consist of:

• Copyright and related rights
• Trademarks and service marks
• Geographic indications
• Industrial designs
• Patents
• Layout-designs and
• Protection of undisclosed information.

However, note that, in addition to the above enumeration, Philippine jurisdiction recognizes protection for utility models and new plant varieties.

Legal provisions relating to contracts in general can be found in the Civil Code and the Code of Commercial Companies.

However, there are specific laws related to contracts concerning particular intellectual property rights, as indicated above.

Portuguese law lays down a general principle of contractual freedom, which means that parties are mostly free to establish the terms and conditions to be observed by the contracts they enter into (exceptions are made to mandatory rules legally imposed which will depend on the specific contractual relationship) and are entitled to enter into contracts provided for in the law as well as contracts that are not provided for in the law.

Portuguese law does not establish a unitary act or set of rules applicable to all commercial contracts. Depending on the specific contractual relationship, commercial contracts may be subject to the provisions of the Civil Code, Commercial Code, Code of Copyright and Related Rights, and the Industrial Property Code as well as other specific legislation.

The aforementioned set of rules changes according to the specific contract in question.

Romania is a civil law jurisdiction. Under the new legal regime implemented by the New Civil Code (NCC), which entered into force in Romania on October 1, 2011, commercial contracts are now referred to as contracts concluded between professionals. There are no general statutory provisions that govern contracts between professionals.

There are, however, statutory provisions that may be relevant to certain contracts concluded between professionals – for example, provisions regarding price determination and specific provisions that may be applicable to contracts in particular industries.

Mandatory provisions on licensing and/or assignment of intellectual property rights may be found in various laws regulating the legal regime of such rights.

The interpretation and enforceability of contracts concluded between professionals is generally a matter governed by the laws of the state specified in the contract. However, certain rights that are recognized by Romanian copyright law (eg, moral rights), when the work has been published in Romania, may not be waived irrespective of the laws governing the merits of the contract. Case law is not a source of law.

Contracts with state government agencies are subject to separate public procurement laws, which may include, among other matters, the allocation of intellectual property rights that may be unilaterally decided by the contracting authority.

There are a number of laws that may apply to commercial contracts, depending on the type of contract and on the industry involved. However, the general provisions are contained in the Russian Civil Code (Parts I and II).

The KSA does not have a formal dedicated code or legislation as such setting out the principles of contract law. The key principles of contract law derive from Shari'a (or Islamic) principles, the primary source of law in the KSA, but which are not codified.

In addition, the law in the KSA consists of legislation passed by government (which is secondary if it conflicts with Shari'a principles), which also govern commercial activities in the KSA. For example, additional requirements apply to procurement and contracting with government entities under the Government Tenders and Procurement Law (Council of Ministers Resolution No. 649/1440 and published in the Umm Al-Qura Official Gazette, Issue No. 4790 on 2 August 2019), and its Implementing Regulations. The Saudi Arabian Monetary Authority (SAMA) oversees, amongst other things, banking activities in the KSA.

There is no concept of judicial precedent in the KSA, which means that the decisions of the courts and other judicial authorities do not have binding authority in respect of another case. In addition, court cases are not generally published as a matter of course. This means that it is not always possible to reach a conclusive interpretation of laws and regulations or to understand how the courts/authorities in the KSA would view a particular matter.

Singapore contract law is largely based on English common law, though, in some cases, the precedent set by common law has been modified by statute. While there is no Contracts Act, the law has been codified in areas such as rights of 3rd parties under contracts (Contracts (Rights of Third Parties) Act 2001), unfair contract terms (Unfair Contract Terms Act 1977) and restitution in frustrated contracts (Frustrated Contracts Act 1959).

The Electronic Transactions Act 2010 applies to contracts concluded online and is the primary legislation governing e-commerce in Singapore. The Electronic Transactions (Amendment) Act 2021, which came into force on March 19, 2021,  adopts the UNCITRAL Model Law on Electronic Transferable Records with modifications, and expands the scope of applicability of the Electronic Transactions Act to cover transferable documents or instruments such as bills of lading.

Not applicable for this jurisdiction.

The Civil Code, the Commercial Code (KCC) and the Standard Terms Control Act (STCA) are the primary statutes that govern private and commercial contracts. The Monopoly Regulation and Fair Trade Act (FTA) is relevant to antitrust laws, and there are industry-specific regulations that may be applicable to contracts in particular industries.

Commercial contracts with national and local government agencies are subject to additional laws and governmental regulations, which can include, among other matters, specific bidding requirements as well as a grant of intellectual property rights to the government by default.

Although the Spanish Constitution establishes at Article 149.1.6 that commercial legislation is reserved to Spanish National Statutes, the powers of the Self-Governing Regions in the field of "trade" and "consumer protection" and the existence of regional limited Civil Codes cause interferences between different sources of legislation. In addition, Spanish National legislators have preferred over the last 5 decades to draft separate laws for each commercial contract/ commercial law issue, instead of merging them into the pre-existing Code of Commerce. As a result, commercial issues are considered under the light of the 2 old Codes but also of the new National laws (Agency Act, Unfair Competition Act, Franchising Royal Decree, Retail Trade Act, Consumer Protection Act, Mobile Property Pledge Act) and of the regional laws and regulations.

Swedish contract law is based on the main principles of Roman law (pacta sunt servanda) and the freedom of contract. The content of the agreement is determined primarily by what has been agreed between the parties, but may be supplemented by rules and case law, trade practice or custom.

The main source of Swedish contract law is the Contracts Act (1915:218) (Sw. Avtalslagen). The Contracts Act does not cover every aspect of contract law, but it sets forth the fundamental rules for Swedish contracts. Highly biased and unfair contractual provisions may be amended or declared null and void by a Swedish Court of law under the Contracts Act Section 36. For this to happen, the contract has to be highly unfair and detrimental to one party (ie, one-sided).

Mandatory provisions apply in business-to-consumer contracts, and several amendments to consumer legislation  came into effect in 2022. These amendments are based on various EU directives.

Commercial contracts are governed by the Swiss Civil Code and the Swiss Code of Obligations, which contain the general rules about the formation, enforceability and interpretation of contracts, as well as specific provisions on specific types of contracts.

Commercial contracts in Taiwan are basically governed by the Civil Code. Certain contracts with a special nature (such as agreements in relation to copyrights or patent) are governed by various special laws or regulations, such as the Copyright Act and Patent Act, among others.

Commercial contracts in Ukraine are governed by the Civil Code of Ukraine dated January 16, 2003, as well as the Commercial Code of Ukraine dated January 16, 2003, which contain general rules about contract formation, enforceability and termination, as well as specific provisions applicable to certain types of contracts. In addition, certain provisions pertaining to contracts may be found in other laws regulating particular spheres such as e-commerce and technology transfer, among others.

Commercial contracts are generally governed by:

• Federal Law No. 2 of 2015 (Commercial Companies Law)
• Federal Law No. 18 of 1993 (Commercial Transactions Law)
• Federal Law No. 5 of 1985 as amended (Civil Code)

Commercial contracts which are concluded electronically will be subject to additional requirements under Federal Law No. 5 of 2012 (Cyber Crime Law) and Federal Law No. 1 of 2006 (Electronic Transactions Law).

Commercial contracts with government entities are subject to additional requirements under Federal procurement regulations including Ministerial Decision (20) of 2000 on Departmental Contracts Regulation.

Some commercial contracts will also be subject to additional requirements in Federal Law No. 24 of 2006 (Consumer Protection Law).

Exclusive distribution agreements and agency agreements (including franchise agreements) that have been registered with the Ministry of Economy as a commercial agency will be exclusively governed by Federal Law No. 18 of 1981 (as amended) (Agency Law).

The UK has 3 distinct legal systems:

1. English law applicable in England and Wales
2. Northern Irish law applicable in Northern Ireland
3. Scots law applicable in Scotland

This overview relates only to English law, which is the predominant jurisdiction used for purposes of commercial contracts in the United Kingdom.

Commercial contracts are governed by domestic legislation, case law and international treaties in certain circumstances. There are specific rules that may apply to certain types of commercial contracts. There are often more stringent rules for consumer contracts (ie, contracts made between a business and a consumer to address the often unequal balance between the parties). Generally, business-to-business contracts are free to contract on terms that they agree, subject to each of the parties acting reasonably (ie, not taking an unfair advantage and abusing their positions of power). That said, the English courts do not like to imply terms, and a distinction is drawn between a bad bargain and unreasonableness.

The interpretation and enforceability of commercial contracts is generally a matter for the courts, and a number of common-law principles have evolved through case law. Each contract and clause will, however, be determined on an individual basis depending upon the facts of the case in question and some well-established interpretive rules.

In addition, there are a number of statutes which are likely to require contractual protections drafted into the majority of contracts. For example, the Bribery Act 2010, which has extraterritorial effect and potential criminal sanctions for non-compliance; the Transfer of Undertakings (Protection of Employment) Regulations 2006, which provide that in certain circumstances employees of one contracting party may transfer to the other contracting party; and contracts with public sector authorities are generally subject to a more rigorous statutory framework.

For the latest on legal developments related to Brexit, please see our Brexit information page found here.

There are no federal statutes that govern commercial contracts generally. There are federal statutes that may be relevant to certain commercial arrangements (eg, antitrust laws), and there are industry-specific regulations at the federal level that may be applicable to contracts in particular industries. There are also state regulations applicable to specific industries that may be relevant to commercial contracts.

With respect to commercial contracts, a version of the Uniform Commercial Code (UCC) has been adopted by each of the 50 states in the United States. The UCC is a uniform act that was drafted by private organizations as a recommendation on harmonizing the laws applicable to commercial transactions. The UCC governs transactions in goods (eg, buying and selling, security interests, letters of credit and other commercial transactions). Because each state has adopted its own version of the UCC, laws may differ slightly from state to state.

The Uniform Computer Information Transactions Act (UCITA) was an attempt to provide guidelines on licensing of intellectual property and software, which Article 2 of the UCC (the article dealing with "goods," which has been interpreted to include software) did not expressly address. UCITA was controversial because of the potential liability it imposed on software vendors and therefore was not adopted by more than just a few states (Virginia and Maryland).

The interpretation and enforceability of commercial contracts is generally a state law matter, governed by the laws of the state specified in the contract. Case law precedent interpreting and enforcing UCC provisions may differ from state to state.

Commercial contracts with federal and state government agencies are subject to separate governmental regulations, which may include, among other matters, specific auditing and recordkeeping requirements, as well as intellectual property rights that may be granted to the government by default.