Officiële Toelichting

A contract for the writing of a book between A and B, a publisher, indicates that the book should consist of ‘about 300 pages’. During their negotiations B had assured A that an approximate indication of the number of pages was necessary for administrative reasons and that A was not bound to stick precisely to that number of pages, but could exceed it, substantially if need be. A submits a manuscript of 500 pages. In interpreting the meaning of ‘about 300 pages’ due consideration should be given to these preliminary negotiations (see Article 4.3(a)).

A, a Canadian manufacturer, and B, a United States retailer, conclude a number of contracts for the delivery of optical lenses in which the price is always expressed in Canadian dollars. A makes B a new offer indicating the price in ‘dollars’ without further specification, but intending to refer again to Canadian dollars. In the absence of any indication to the contrary, A's intention will prevail (see Article 4.3(b)).

A and B conclude a contract for the sale of a cargo of oil at USD 80 per barrel. The parties subsequently disagree on the size of the barrel to which they had referred, A having intended a barrel of 42 standard gallons and B one of 36 Imperial gallons. In the absence of any indications to the contrary, A's understanding prevails, since in the international oil trade it is a usage to measure barrels in standard gallons (see Article 4.3(f)).

A, a shipowner, concludes a charterparty agreement with B for the carriage of grain containing the standard term ‘whether in berth or not’ with respect to the commencement of the lay-time of the ship after its reaching the port of destination. When it subsequently emerges that the parties attached different meanings to the term, preference should, in the absence of any indication to the contrary, be given to the meaning commonly attached to it in the shipping trade since the term is typical in the shipping trade (see Article 4.3(e)).