(iii) Good faith and fair dealing in international trade
International standard. In the Unidroit Principles, the concept of good faith (and fair dealing) should be considered as an internationally generally standard of conduct as adopted within different national legal systems. This means that national legal particularities related to the same national-law-based concept of good faith should not be extended to cross-border cases if this is not supported elsewhere. The Unidroit Principles pretend to reflect a generally accepted international standard for assessing contracting parties’ behaviour.
Adjustment to sector particularities. Also, the concept of good faith and fair dealing must be construed in light of the special conditions of international trade. Standards of business practice may indeed vary considerably from one trade sector to another, and even within a given trade sector they may be more or less stringent depending on the socio-economic environment in which companies operate, their size and technical skill, etc.
Illustration 7 (in making a claim, appropriate care must be given in notifying the nature of a defect in order to permit the other party to properly remedy it).
Under a contract for the sale of high-technology equipment the purchaser loses the right to rely on any defect in the goods if it does not give notice to the seller specifying the nature of the defect without undue delay after it has discovered or ought to have discovered the defect. B, a buyer operating in a country where such equipment is commonly used, discovers a defect in the equipment after having put it into operation, but in its notice to S, the seller of the equipment, B gives misleading indications as to the nature of the defect. B loses its right to rely on the defect since a more careful examination of the defect would have permitted it to give S the necessary specifications.
Illustration 8 (in noticing defects, the expected level of familiarity in assessing the level of care required from the claiming party).
The facts are the same as in Illustration 7, except that B operates in a country where this type of equipment is so far almost unknown. B does not lose its right to rely on the defect because S, being aware of B’s lack of technical knowledge, could not reasonably have expected B properly to identify the nature of the defect.