Business Negotiations and the Law

1 Unfair contract terms in b2b relations

A wide protective approach

Invalidation of unfair terms in all business transactions

It has been argued that especially as regards the use of contract terms ‘also the enterprise, big or small, may need protection against unfairness’.¹ Regulation should therefore not only intervene in business-to-consumer contracts but also in merchant-to-merchant transactions, protecting all parties from potentially unfair and self-serving contractual templates presented by one party to the other. According to this opinion, even standard-form terms in contracts between sophisticated parties in high-stakes transactions should be subject to a substantive State-regulation in order to guarantee the efficiency and the ...