29 Book III

A new generalised provision on tacit prolongation (III. — 1:111) has been inserted, again following a suggestion by the evaluative group formed by the Association Henri Capitant and the Société de Législation Comparée. A new paragraph (3) has been inserted in III. — 2:102 (Time of performance) on the recommendation of the Acquis Group, and a new Article has been inserted (III. — 3:205) to make it clear that when a supplier replaces a defective item the supplier has a right and an obligation to take back the replaced item. Some minor adjustments have been made to the rules on the effects of termination for non-performance of contractual obligations (Chapter 3, Section 5, Sub-section 3). New rules on interest in commercial contracts have been inserted on the recommendation of the Acquis Group (III. — 3:710 and III. — 3:711). In Chapter 5 the rule on the requirements for an assignment (III. — 5:104) has been modified to bring it into line with the equivalent rule in the Book on the transfer of ownership of corporeal movables and, for the same reason, a new Article has been added on the effects on an assignment of initial invalidity, subsequent avoidance, withdrawal, termination and revocation (III. — 5:118). The rule on the effect of a contractual prohibition of assignment (III. — 5:108) has been firmed up and part of it removed and generalised in a new rule on competition between an assignee and an assignor receiving the proceeds of performance (III. — 5:122). Chapter 5 has been expanded by the inclusion of Articles on the substitution or addition of a new debtor in such a way that the original debtor is not discharged (Chapter 5, Section 2). A new Article has been added to enable a principal to take over the rights of an agent against a third party if the agent becomes insolvent (III. — 5:401) and to give the third party, in such a case, an option to hold the principal liable for the agent's obligations under the contract ((III. — 5:402). These rules will be particularly relevant in cases of so-called indirect representation where the agent contracts in the agent's own name. As a consequence of some of these changes Chapter 5 has been renamed ‘Change of parties’. The Article on the requirements for set-off (III. — 6:102) has been redrafted after it was drawn to our attention that there was a difference in substance between the English and French texts in the PECL, and it has been expanded to make it clear that the rights being set off against each other must both be available for that purpose, and not for example frozen on the application of an arresting creditor. And, finally, two of the Articles on prescription (III. — 7:302 and III. — 7:303) have been slightly expanded partly to take account of developments in relation to mediation.